UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2018
or
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-9861
M&T BANK CORPORATION
(Exact name of registrant as specified in its charter)
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New York |
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16-0968385 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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One M & T Plaza Buffalo, New York |
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14203 |
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(Address of principal executive offices) |
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(Zip Code) |
(716) 635-4000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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☒ |
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Accelerated filer |
☐ |
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Non-accelerated filer |
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☐ |
(Do not check if a smaller reporting company) |
Smaller reporting company |
☐ |
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Emerging growth company |
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☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Number of shares of the registrant's Common Stock, $0.50 par value, outstanding as of the close of business on April 30, 2018: 145,235,614 shares.
FORM 10-Q
For the Quarterly Period Ended March 31, 2018
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Table of Contents of Information Required in Report |
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Page |
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Item 1. |
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CONSOLIDATED BALANCE SHEET - March 31, 2018 and December 31, 2017 |
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3 |
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CONSOLIDATED STATEMENT OF INCOME - Three months ended March 31, 2018 and 2017 |
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4 |
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - Three months ended March 31, 2018 and 2017 |
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5 |
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CONSOLIDATED STATEMENT OF CASH FLOWS - Three months ended March 31, 2018 and 2017 |
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6 |
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7 |
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8 |
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Item 2. |
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Management's Discussion and Analysis of Financial Condition and Results of Operations. |
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46 |
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Item 3. |
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79 |
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Item 4. |
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79 |
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Item 1. |
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79 |
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Item 1A. |
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81 |
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Item 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds. |
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81 |
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Item 3. |
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81 |
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Item 4. |
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81 |
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Item 5. |
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81 |
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Item 6. |
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82 |
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82 |
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- 2 -
M&T BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (Unaudited)
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March 31, |
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December 31, |
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Dollars in thousands, except per share |
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2018 |
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2017 |
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Assets |
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Cash and due from banks |
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$ |
1,291,664 |
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$ |
1,420,888 |
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Interest-bearing deposits at banks |
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6,135,434 |
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5,078,903 |
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Federal funds sold |
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1,000 |
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— |
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Trading account |
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141,134 |
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132,909 |
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Investment securities (includes pledged securities that can be sold or repledged of $470,906 at March 31, 2018; $487,151 at December 31, 2017) |
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Available for sale (cost: $10,508,620 at March 31, 2018; $10,938,796 at December 31, 2017) |
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10,297,856 |
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10,896,284 |
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Held to maturity (fair value: $3,160,215 at March 31, 2018; $3,341,762 at December 31, 2017) |
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3,228,756 |
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3,353,213 |
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Equity and other securities (cost: $526,593 at March 31, 2018; $415,028 at December 31, 2017) |
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539,952 |
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415,028 |
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Total investment securities |
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14,066,564 |
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14,664,525 |
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Loans and leases |
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87,967,757 |
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88,242,886 |
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Unearned discount |
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(257,008 |
) |
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(253,903 |
) |
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Loans and leases, net of unearned discount |
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87,710,749 |
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87,988,983 |
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Allowance for credit losses |
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(1,019,671 |
) |
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(1,017,198 |
) |
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Loans and leases, net |
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86,691,078 |
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86,971,785 |
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Premises and equipment |
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628,706 |
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646,451 |
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Goodwill |
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4,593,112 |
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4,593,112 |
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Core deposit and other intangible assets |
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64,957 |
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71,589 |
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Accrued interest and other assets |
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5,009,175 |
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5,013,325 |
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Total assets |
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$ |
118,622,824 |
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$ |
118,593,487 |
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Liabilities |
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Noninterest-bearing deposits |
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$ |
31,817,516 |
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$ |
33,975,180 |
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Savings and interest-checking deposits |
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52,724,608 |
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51,698,008 |
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Time deposits |
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6,126,442 |
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6,580,962 |
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Deposits at Cayman Islands office |
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278,064 |
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177,996 |
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Total deposits |
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90,946,630 |
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92,432,146 |
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Short-term borrowings |
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1,626,129 |
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175,099 |
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Accrued interest and other liabilities |
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1,749,320 |
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1,593,993 |
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Long-term borrowings |
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8,591,051 |
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8,141,430 |
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Total liabilities |
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102,913,130 |
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102,342,668 |
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Shareholders' equity |
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Preferred stock, $1.00 par, 1,000,000 shares authorized; Issued and outstanding: Liquidation preference of $1,000 per share: 731,500 shares at March 31, 2018 and December 31, 2017; Liquidation preference of $10,000 per share: 50,000 shares at March 31, 2018 and December 31, 2017 |
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1,231,500 |
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1,231,500 |
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Common stock, $.50 par, 250,000,000 shares authorized, 159,768,397 shares issued at March 31, 2018; 159,817,518 shares issued at December 31, 2017 |
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79,884 |
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79,909 |
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Common stock issuable, 24,371 shares at March 31, 2018; 27,138 shares at December 31, 2017 |
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1,675 |
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1,847 |
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Additional paid-in capital |
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6,572,281 |
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6,590,855 |
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Retained earnings |
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10,404,458 |
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10,164,804 |
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Accumulated other comprehensive income (loss), net |
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(483,243 |
) |
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(363,814 |
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Treasury stock — common, at cost — 12,993,850 shares at March 31, 2018; 9,733,115 shares at December 31, 2017 |
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(2,096,861 |
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(1,454,282 |
) |
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Total shareholders’ equity |
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15,709,694 |
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16,250,819 |
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Total liabilities and shareholders’ equity |
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$ |
118,622,824 |
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$ |
118,593,487 |
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- 3 -
M&T BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (Unaudited)
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Three Months Ended March 31 |
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In thousands, except per share |
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2018 |
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2017 |
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Interest income |
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Loans and leases, including fees |
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$ |
979,969 |
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898,038 |
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Investment securities |
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Fully taxable |
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82,852 |
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95,124 |
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Exempt from federal taxes |
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248 |
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430 |
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Deposits at banks |
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18,677 |
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12,162 |
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Other |
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404 |
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279 |
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Total interest income |
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1,082,150 |
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1,006,033 |
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Interest expense |
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Savings and interest-checking deposits |
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40,527 |
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25,634 |
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Time deposits |
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10,936 |
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18,998 |
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Deposits at Cayman Islands office |
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381 |
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265 |
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Short-term borrowings |
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883 |
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216 |
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Long-term borrowings |
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53,906 |
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46,660 |
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Total interest expense |
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106,633 |
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91,773 |
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Net interest income |
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975,517 |
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914,260 |
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Provision for credit losses |
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43,000 |
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55,000 |
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Net interest income after provision for credit losses |
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932,517 |
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859,260 |
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Other income |
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Mortgage banking revenues |
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87,306 |
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84,692 |
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Service charges on deposit accounts |
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105,115 |
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104,176 |
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Trust income |
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131,375 |
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120,015 |
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Brokerage services income |
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13,392 |
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17,384 |
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Trading account and foreign exchange gains |
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4,637 |
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9,691 |
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Gain (loss) on bank investment securities |
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(9,431 |
) |
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— |
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Other revenues from operations |
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126,302 |
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110,887 |
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Total other income |
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458,696 |
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446,845 |
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Other expense |
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Salaries and employee benefits |
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463,428 |
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449,741 |
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Equipment and net occupancy |
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74,797 |
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|
74,366 |
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Outside data processing and software |
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48,429 |
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44,301 |
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FDIC assessments |
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20,280 |
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28,827 |
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Advertising and marketing |
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16,248 |
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16,110 |
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Printing, postage and supplies |
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9,319 |
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9,708 |
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Amortization of core deposit and other intangible assets |
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6,632 |
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|
8,420 |
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Other costs of operations |
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|
294,211 |
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156,379 |
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Total other expense |
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933,344 |
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|
787,852 |
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Income before taxes |
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|
457,869 |
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|
518,253 |
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Income taxes |
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|
105,259 |
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|
169,326 |
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Net income |
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$ |
352,610 |
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|
348,927 |
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Net income available to common shareholders |
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Basic |
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$ |
332,748 |
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|
328,562 |
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Diluted |
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332,749 |
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328,567 |
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Net income per common share |
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Basic |
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$ |
2.24 |
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|
2.13 |
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Diluted |
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2.23 |
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2.12 |
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Cash dividends per common share |
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$ |
.75 |
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|
.75 |
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Average common shares outstanding |
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Basic |
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148,688 |
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|
154,427 |
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Diluted |
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|
148,905 |
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|
154,949 |
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- 4 -
M&T BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited)
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Three Months Ended March 31 |
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In thousands |
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2018 |
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2017 |
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Net income |
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$ |
352,610 |
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|
348,927 |
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Other comprehensive income, net of tax and reclassification adjustments: |
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|
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Net unrealized gains (losses) on investment securities |
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(100,684 |
) |
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(1,356 |
) |
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Cash flow hedges adjustments |
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(10,442 |
) |
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(23 |
) |
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Foreign currency translation adjustment |
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|
1,290 |
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|
|
476 |
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Defined benefit plans liability adjustments |
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|
7,260 |
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|
3,972 |
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Total other comprehensive income (loss) |
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(102,576 |
) |
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|
3,069 |
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Total comprehensive income |
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$ |
250,034 |
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|
351,996 |
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- 5 -
M&T BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
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Three Months Ended March 31 |
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In thousands |
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2018 |
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2017 |
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|
|
|
|
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|
|
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|
|
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Cash flows from operating activities |
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Net income |
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$ |
352,610 |
|
|
|
348,927 |
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|
|
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Adjustments to reconcile net income to net cash provided by operating activities |
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|
|
|
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|
|
|
|
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Provision for credit losses |
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|
43,000 |
|
|
|
55,000 |
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|
|
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Depreciation and amortization of premises and equipment |
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|
27,281 |
|
|
|
27,429 |
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|
|
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Amortization of capitalized servicing rights |
|
|
11,656 |
|
|
|
13,543 |
|
|
|
|
Amortization of core deposit and other intangible assets |
|
|
6,632 |
|
|
|
8,420 |
|
|
|
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Provision for deferred income taxes |
|
|
(124,772 |
) |
|
|
36,731 |
|
|
|
|
Asset write-downs |
|
|
3,192 |
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|
|
5,118 |
|
|
|
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Net gain on sales of assets |
|
|
(4,547 |
) |
|
|
(11,647 |
) |
|
|
|
Net change in accrued interest receivable, payable |
|
|
(14,803 |
) |
|
|
(23,782 |
) |
|
|
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Net change in other accrued income and expense |
|
|
165,114 |
|
|
|
(209 |
) |
|
|
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Net change in loans originated for sale |
|
|
(72,403 |
) |
|
|
712,954 |
|
|
|
|
Net change in trading account assets and liabilities |
|
|
91,219 |
|
|
|
113,332 |
|
|
|
|
Net cash provided by operating activities |
|
|
484,179 |
|
|
|
1,285,816 |
|
|
Cash flows from investing activities |
|
Proceeds from sales of investment securities |
|
|
|
|
|
|
|
|
|
|
|
Available for sale |
|
|
100 |
|
|
|
— |
|
|
|
|
Other |
|
|
254,860 |
|
|
|
100 |
|
|
|
|
Proceeds from maturities of investment securities |
|
|
|
|
|
|
|
|
|
|
|
Available for sale |
|
|
349,294 |
|
|
|
697,756 |
|
|
|
|
Held to maturity |
|
|
123,923 |
|
|
|
121,455 |
|
|
|
|
Purchases of investment securities |
|
|
|
|
|
|
|
|
|
|
|
Available for sale |
|
|
(100 |
) |
|
|
(5,143 |
) |
|
|
|
Held to maturity |
|
|
— |
|
|
|
(539,516 |
) |
|
|
|
Other |
|
|
(288,259 |
) |
|
|
(278 |
) |
|
|
|
Net decrease in loans and leases |
|
|
303,886 |
|
|
|
797,351 |
|
|
|
|
Net increase in interest-bearing deposits at banks |
|
|
(1,056,531 |
) |
|
|
(1,944,511 |
) |
|
|
|
Capital expenditures, net |
|
|
(9,544 |
) |
|
|
(21,521 |
) |
|
|
|
Net decrease in loan servicing advances |
|
|
115,163 |
|
|
|
56,437 |
|
|
|
|
Other, net |
|
|
(41,322 |
) |
|
|
11,863 |
|
|
|
|
Net cash used by investing activities |
|
|
(248,530 |
) |
|
|
(826,007 |
) |
|
Cash flows from financing activities |
|
Net increase (decrease) in deposits |
|
|
(1,484,629 |
) |
|
|
1,550,297 |
|
|
|
|
Net increase in short-term borrowings |
|
|
1,451,030 |
|
|
|
21,660 |
|
|
|
|
Proceeds from long-term borrowings |
|
|
999,594 |
|
|
|
— |
|
|
|
|
Payments on long-term borrowings |
|
|
(504,192 |
) |
|
|
(1,401,410 |
) |
|
|
|
Purchases of treasury stock |
|
|
(720,966 |
) |
|
|
(532,073 |
) |
|
|
|
Dividends paid — common |
|
|
(112,318 |
) |
|
|
(116,566 |
) |
|
|
|
Dividends paid — preferred |
|
|
(17,368 |
) |
|
|
(17,368 |
) |
|
|
|
Other, net |
|
|
24,976 |
|
|
|
2,064 |
|
|
|
|
Net cash used by financing activities |
|
|
(363,873 |
) |
|
|
(493,396 |
) |
|
|
|
Net decrease in cash, cash equivalents and restricted cash |
|
|
(128,224 |
) |
|
|
(33,587 |
) |
|
|
|
Cash, cash equivalents and restricted cash at beginning of period |
|
|
1,420,888 |
|
|
|
1,320,549 |
|
|
|
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
1,292,664 |
|
|
|
1,286,962 |
|
|
Supplemental disclosure of cash flow information |
|
Interest received during the period |
|
$ |
1,077,676 |
|
|
|
1,001,129 |
|
|
|
|
Interest paid during the period |
|
|
118,342 |
|
|
|
116,183 |
|
|
|
|
Income taxes paid during the period |
|
|
37,999 |
|
|
|
29,272 |
|
|
Supplemental schedule of noncash investing and financing activities |
|
Real estate acquired in settlement of loans |
|
$ |
15,410 |
|
|
|
23,607 |
|
|
|
|
Securitization of residential mortgage loans allocated to |
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale investment securities |
|
|
5,128 |
|
|
|
3,684 |
|
|
|
|
Capitalized servicing rights |
|
|
64 |
|
|
|
36 |
|
- 6 -
M&T BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common |
|
|
Additional |
|
|
|
|
|
|
Comprehensive |
|
|
|
|
|
|
|
|
|
|||
|
|
|
Preferred |
|
|
Common |
|
|
Stock |
|
|
Paid-in |
|
|
Retained |
|
|
Income |
|
|
Treasury |
|
|
|
|
|
|||||||
|
Dollars in thousands, except per share |
|
Stock |
|
|
Stock |
|
|
Issuable |
|
|
Capital |
|
|
Earnings |
|
|
(Loss), Net |
|
|
Stock |
|
|
Total |
|
||||||||
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance — January 1, 2017 |
|
$ |
1,231,500 |
|
|
|
79,973 |
|
|
|
2,145 |
|
|
|
6,676,948 |
|
|
|
9,222,488 |
|
|
|
(294,636 |
) |
|
|
(431,796 |
) |
|
|
16,486,622 |
|
|
Total comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
348,927 |
|
|
|
3,069 |
|
|
|
— |
|
|
|
351,996 |
|
|
Preferred stock cash dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(18,237 |
) |
|
|
— |
|
|
|
— |
|
|
|
(18,237 |
) |
|
Exercise of 87,515 Series A stock warrants into 47,954 shares of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,934 |
) |
|
|
— |
|
|
|
— |
|
|
|
5,934 |
|
|
|
— |
|
|
Purchases of treasury stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(532,073 |
) |
|
|
(532,073 |
) |
|
Stock-based compensation plans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation expense, net |
|
|
— |
|
|
|
(60 |
) |
|
|
— |
|
|
|
(67,016 |
) |
|
|
— |
|
|
|
— |
|
|
|
55,667 |
|
|
|
(11,409 |
) |
|
Exercises of stock options, net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,127 |
) |
|
|
— |
|
|
|
— |
|
|
|
43,789 |
|
|
|
40,662 |
|
|
Stock purchase plan |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,563 |
|
|
|
— |
|
|
|
— |
|
|
|
8,268 |
|
|
|
10,831 |
|
|
Directors’ stock plan |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
126 |
|
|
|
— |
|
|
|
— |
|
|
|
347 |
|
|
|
473 |
|
|
Deferred compensation plans, net, including dividend equivalents |
|
|
— |
|
|
|
— |
|
|
|
(224 |
) |
|
|
(205 |
) |
|
|
(21 |
) |
|
|
— |
|
|
|
396 |
|
|
|
(54 |
) |
|
Common stock cash dividends — $.75 per share |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(115,707 |
) |
|
|
— |
|
|
|
— |
|
|
|
(115,707 |
) |
|
Balance — March 31, 2017 |
|
$ |
1,231,500 |
|
|
|
79,913 |
|
|
|
1,921 |
|
|
|
6,603,355 |
|
|
|
9,437,450 |
|
|
|
(291,567 |
) |
|
|
(849,468 |
) |
|
|
16,213,104 |
|
|
2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance — January 1, 2018 |
|
$ |
1,231,500 |
|
|
|
79,909 |
|
|
|
1,847 |
|
|
|
6,590,855 |
|
|
|
10,164,804 |
|
|
|
(363,814 |
) |
|
|
(1,454,282 |
) |
|
|
16,250,819 |
|
|
Cumulative effect of change in accounting principle — equity securities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16,853 |
|
|
|
(16,853 |
) |
|
|
— |
|
|
|
— |
|
|
Total comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
352,610 |
|
|
|
(102,576 |
) |
|
|
— |
|
|
|
250,034 |
|
|
Preferred stock cash dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(18,130 |
) |
|
|
— |
|
|
|
— |
|
|
|
(18,130 |
) |
|
Exercise of 36,974 Series A stock warrants into 22,553 shares of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,455 |
) |
|
|
— |
|
|
|
— |
|
|
|
3,455 |
|
|
|
— |
|
|
Purchases of treasury stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
||||||