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September 28, 2005
Mail Stop 4561
By U.S. Mail and facsimile to (716)842-5220
Rene Jones
Chief Financial Officer
M&T Bank Corporation
One M&T Plaza
Buffalo, New York 14203
Re: M&T Bank Corporation
Form 10-K filed February 25, 2005
File No. 1-9861
Dear Mr. Jones:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the period ended December 31, 2004
Provision for Credit Losses, page 47
1. We refer to the last paragraph on page 48 that states the
significant decrease in non-performing loans during 2004 was
partially due to the sale of two large commercial loans during
2004.
Please tell us and in future filings provide the following
information:
* disclose the dollar amount of the commercial loans sold, whether
the sales were made to unrelated third parties and the gain or
loss
on the sale;
* state whether the loans sold were nonperforming on the date of
sale; and
* describe the terms of the sale, including whether they were sold
on
a recourse or non recourse basis. If they were sold on a recourse
basis, disclose any material recourse obligations recorded as
required by paragraph 11.c of SFAS 140.
Note 3. Investment Securities, page 92
2. We refer to the summary of investment securities on page 92
that
shows unrealized losses of $21.5 million for the year ended
December
31, 2004 related to equity securities available for sale that have
been in a continuous unrealized loss position for twelve months or
more. Considering your discussion on page 93 regarding the
unrealized losses of preferred stock issuances of government-
sponsored entities, please provide us the following information:
* The quantitative and qualitative analysis which supports your
conclusion that an other-than-temporary impairment did not exist
at
December 31, 2004 and at June 30, 2005 with respect to these
equity
securities. The analysis should include the positive and negative
information you considered to conclude these impairments are
temporary. Refer to the guidance in paragraph 16 of SFAS No. 115,
SAB
Topic 5:M and paragraph 21(b) of EITF Issue No. 03-1. The
analysis should also include but not be limited to the following:
o the names of the securities and their terms including the
purchase
dates, the original price and current book value;
o their current fair values and how they were determined;
o the respective unrealized losses of these securities;
o the duration and level of market value below cost on these
preferred stock issuances. Refer in your response to Note 3,
"Investment Securities", on page 106 of the December 31, 2003 10-K
that states you had five different preferred stock issuances of
government sponsored entities in a continuous unrealized loss
position for 12 months or more with an unrealized loss of $15.3
million.
o recent public disclosures at FNMA and FHLMC regarding
restatements
of their financial statements; and
o the December 2004 multi-billion dollar FNMA preferred stock
issuance with substantially different structures and higher yields
than previous offerings and how it impacted your analysis.
* Tell us and in future filings provide the following information:
o discuss the nature of the controversies you state surround the
government sponsored entities and the analysis you performed that
substantiates your conclusion that the underlying economic
performance associated with the business models of these entities
is
unchanged; and
o explain why you consider that the impairment of these securities
as
of December 31, 2004 was largely attributable to a temporary
widening
of rate of return spreads that resulted from the current interest
rates environment. We note that this explanation is the same as
that
included in Note 3 on page 106 of the financial statements in the
Form 10-K for the period ended December 31, 2003.
Note 4, Loans and Leases, page 94
3. We refer to the first paragraph on page 94 which states that
$926
million of commercial mortgage loans were sold with recourse to
FNMA.
In this regard, please tell us and in future filings provide the
following information:
* explain how you determined that the recourse obligations were
not
material and why your analysis appears to have considered only the
impact to the Company`s consolidated financial position without
considering the impact on operating results;
* state that you have recorded a recourse obligation as of
December
31, 2004 and describe how you determined that the recourse
obligation
was properly valued; and
* disclose the maximum period under which you will be required to
provide a recourse obligation with respect to the loans sold.
4. We refer to the last paragraph on page 94 that states you
recorded
investments in loans considered impaired for which there is no
valuation allowance for impairment for $35.2 million and $55.7
million at December 31, 2004 and 2003, respectively. In this
regard,
please tell us and disclose in future filings why no valuation
allowance was required for these impaired loans, considering the
underlying collateral or guarantees these loans may have.
5. We refer to the table on page 95 that shows the estimated
residual
values of leased assets in direct financing commercial leases,
leveraged leases and consumer automobile leases. In this regard,
please tell us and describe in future filings:
* whether the residual values are guaranteed or unguaranteed;.
* the basis for determining the fair value of the residual values;
and
* the methodology used to determine impairments to the fair value
of
residual values.
Note 7, Capitalized Servicing Assets, page 97
6. We refer to the statement on page 98 that you have not recorded
any prepayment assumptions in determining the fair value of
commercial mortgage loan servicing assets because the servicing
agreement allows the Company to share in the loan prepayment fees
and
thereby recover the remaining carrying value of the capitalized
servicing right associated with the loan. In this regard, please
tell us and describe in future filings:
* why you consider the portion of the prepayment fees the Company
will share in will be equal to the remaining carrying value of the
capitalized servicing asset; and
* why no assumptions regarding prepayment speeds for residential
loans were included in the sensitivity analysis regarding changes
in
assumptions to determine the fair value of capitalized servicing
costs..
Note 18, Variable interest entities and asset securitizations,
page
119
7. We refer to the special purpose subsidiary of M&T Auto
Receivables
created for the purpose of borrowing $500 million in revolving
asset-
backed structured borrowings with an unaffiliated conduit lender.
We
note that although the secured borrowing is non recourse to the
Bank
and the Company, 80% of the borrowing can be put back to the Bank
upon demand. In this regard, please tell us and provide the
following information in future filings:
* describe how you have determined that no material loss is
expected
as a result from this borrowing arrangement considering the
majority
of the loan can be put back to the Company on demand; and
* discuss if you have provided any recourse obligation in
accordance
with paragraph 11.c of SFAS 140.
8. We refer to the penultimate paragraph on page 120 that states
the
Company facilitates borrowing arrangement to customers by
providing
credit support through financial letter of credit to special
purpose
trusts which issue variable rate bonds whose proceeds are passed
on
the customer that formed the trust. In this regard, please
provide
us with the FIN46R analysis you performed to determine whether you
are the primary beneficiary of the special purpose trusts which
has
not been consolidated. Consider in your response the following:
* the maximum exposure to loss by the Company is equal to the
letter
of credit for $1.5 billion to the special purpose trust. The
letter
of credit is approximately the dollar amount of the variable rate
bonds issued by the special purpose trust;
* the Company may serve as a remarketing agent and/or a trustee in
these arrangements; and
* page 60 states the Company is the remarketing agent for variable
rate bonds issued by customers to obtain financing backed by
letters
of credit from the Company totaling $1.5 billion. Considering
the
holders of the bonds have a right to sell the bond to the
remarketing
agent within seven days notice, the Company may own the bonds
until
they are remarketed. Assuming these bonds are those issued by
the
special purpose trusts, it appears the Company has rights of
ownership with respect to the bonds issued by the trust.
Note 20, Commitments and contingencies, page 125
9. We refer to the first full paragraph on page 126 which states
that
included in financial guarantees and indemnification contracts are
loan principal amounts sold with recourse in conjunction with the
FNMA DUS program, in which its maximum credit risk is $926 million
as
of December 31, 2004. In this regard, please tell us and state in
future filings if a recourse liability has been recorded in
accordance with paragraph 11.c of SFAS 140 and the basis for
determining the amount. If material, the amount of the recourse
liability should be disclosed in the note to the financial
statements.
* * *
Closing Comments
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with any amendment that keys your
responses to our comments and provides any requested supplemental
information. Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing any amendment and responses to our comments.
In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
You may contact Edwin Adames (Senior Staff Accountant) at
(202)
551-3447 or me at (202) 551-3492 if your have any questions
regarding these comments.
Sincerely,
John P. Nolan
Accounting Branch Chief
M&T Bank Corporation
Rene Jones
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