UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
or
☐
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)
New York
16-0968385
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
One M & T Plaza
Buffalo, New York
14203
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
(716) 635-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbols
Name of Each Exchange on Which Registered
Common Stock, $.50 par value
MTB
New York Stock Exchange
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 every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
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 October 30, 2020: 128,292,616 shares.
For the Quarterly Period Ended September 30, 2020
Table of Contents of Information Required in Report
Page
Part I. FINANCIAL INFORMATION
Item 1.
Financial Statements.
CONSOLIDATED BALANCE SHEET – September 30, 2020 and December 31, 2019
3
CONSOLIDATED STATEMENT OF INCOME – Three and nine months ended September 30, 2020 and 2019
4
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME – Three and nine months ended September 30, 2020 and 2019
5
CONSOLIDATED STATEMENT OF CASH FLOWS – Nine months ended September 30, 2020 and 2019
6
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY – Three and nine months ended September 30, 2020 and 2019
7
NOTES TO FINANCIAL STATEMENTS
8
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
53
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
93
Item 4.
Controls and Procedures.
Part II. OTHER INFORMATION
Legal Proceedings
Item 1A.
Risk Factors.
Unregistered Sales of Equity Securities and Use of Proceeds
95
Defaults Upon Senior Securities.
Mine Safety Disclosures.
Item 5.
Other Information.
Item 6.
Exhibits.
96
SIGNATURES
- 2 -
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
M&T BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (Unaudited)
September 30,
December 31,
(Dollars in thousands, except per share)
2020
2019
Assets
Cash and due from banks
$
1,489,232
1,432,805
Interest-bearing deposits at banks
20,197,937
7,190,154
Federal funds sold
—
3,500
Trading account
1,215,573
470,129
Investment securities (includes pledged securities that can be sold or repledged of
$89,351 at September 30, 2020; $200,339 at December 31, 2019)
Available for sale (cost: $5,090,064 at September 30, 2020;
$6,258,276 at December 31, 2019)
5,302,338
6,318,776
Held to maturity (fair value: $2,031,926 at September 30, 2020;
$2,699,206 at December 31, 2019)
1,938,694
2,656,917
Equity and other securities (cost: $458,498 at September 30, 2020;
$487,041 at December 31, 2019)
481,972
521,558
Total investment securities
7,723,004
9,497,251
Loans and leases
98,849,533
91,188,525
Unearned discount
(402,485
)
(265,656
Loans and leases, net of unearned discount
98,447,048
90,922,869
Allowance for credit losses
(1,758,505
(1,051,071
Loans and leases, net
96,688,543
89,871,798
Premises and equipment
1,146,681
1,140,924
Goodwill
4,593,112
Core deposit and other intangible assets
17,294
29,034
Accrued interest and other assets
5,555,367
5,644,050
Total assets
138,626,743
119,872,757
Liabilities
Noninterest-bearing deposits
44,201,670
32,396,407
Savings and interest-checking deposits
65,732,130
54,932,162
Time deposits
4,329,550
5,757,456
Deposits at Cayman Islands office
899,989
1,684,044
Total deposits
115,163,339
94,770,069
Short-term borrowings
46,123
62,363
Accrued interest and other liabilities
1,857,383
2,337,490
Long-term borrowings
5,458,885
6,986,186
Total liabilities
122,525,730
104,156,108
Shareholders' equity
Preferred stock, $1.00 par, 1,000,000 shares authorized;
Issued and outstanding: Liquidation preference of $1,000 per
share: 350,000 shares at September 30, 2020 and December 31, 2019; Liquidation preference of
$10,000 per share: 90,000 shares at September 30, 2020 and December 31, 2019
1,250,000
Common stock, $.50 par, 250,000,000 shares authorized,
159,741,898 shares issued at September 30, 2020 and December 31, 2019
79,871
Common stock issuable, 17,999 shares at September 30, 2020;
21,534 shares at December 31, 2019
1,327
1,566
Additional paid-in capital
6,609,573
6,593,539
Retained earnings
13,132,374
12,820,916
Accumulated other comprehensive income (loss), net
175,503
(206,680
Treasury stock — common, at cost — 31,456,705 shares at September 30, 2020;
29,174,402 shares at December 31, 2019
(5,147,635
(4,822,563
Total shareholders’ equity
16,101,013
15,716,649
Total liabilities and shareholders’ equity
See accompanying notes to financial statements.
- 3 -
CONSOLIDATED STATEMENT OF INCOME (Unaudited)
Three Months Ended September 30
Nine Months Ended September 30
(In thousands, except per share)
Interest income
Loans and leases, including fees
956,594
1,119,662
2,983,787
3,363,152
Investment securities
Fully taxable
38,529
69,059
135,858
225,048
Exempt from federal taxes
59
98
163
270
Deposits at banks
4,163
40,388
27,308
104,120
Other
1,816
262
6,706
1,101
Total interest income
1,001,161
1,229,469
3,153,822
3,693,691
Interest expense
22,403
104,724
126,859
272,419
14,519
25,456
56,274
71,468
241
6,218
3,821
16,995
1
6,967
26
21,573
20,902
56,214
89,805
189,805
Total interest expense
58,066
199,579
276,785
572,260
Net interest income
943,095
1,029,890
2,877,037
3,121,431
Provision for credit losses
150,000
45,000
725,000
122,000
Net interest income after provision for credit losses
793,095
984,890
2,152,037
2,999,431
Other income
Mortgage banking revenues
153,267
137,004
426,200
339,636
Service charges on deposit accounts
91,355
111,092
274,971
321,991
Trust income
149,937
143,915
450,570
421,083
Brokerage services income
11,602
12,077
35,194
37,031
Trading account and foreign exchange gains
4,026
16,072
33,332
45,327
Gain (loss) on bank investment securities
2,773
3,737
(11,040
24,489
Other revenues from operations
107,601
103,882
327,967
351,082
Total other income
520,561
527,779
1,537,194
1,540,639
Other expense
Salaries and employee benefits
478,897
476,780
1,474,582
1,431,717
Equipment and net occupancy
81,080
82,690
237,809
241,187
Outside data processing and software
64,660
60,360
190,446
168,011
FDIC assessments
12,121
9,906
38,599
29,104
Advertising and marketing
11,855
22,088
44,072
66,409
Printing, postage and supplies
9,422
10,201
31,534
30,380
Amortization of core deposit and other intangible assets
3,914
5,088
11,740
15,185
Other costs of operations
164,825
210,506
511,450
663,006
Total other expense
826,774
877,619
2,540,232
2,644,999
Income before taxes
486,882
635,050
1,148,999
1,895,071
Income taxes
114,746
154,969
266,987
458,988
Net income
372,136
480,081
882,012
1,436,083
Net income available to common shareholders
Basic
353,399
461,410
827,203
1,376,128
Diluted
353,400
827,204
1,376,129
Net income per common share
2.75
3.47
6.42
10.16
Average common shares outstanding
128,285
132,965
128,750
135,411
128,355
132,999
128,813
135,443
- 4 -
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited)
(In thousands)
Other comprehensive income (loss), net of tax and
reclassification adjustments:
Net unrealized gains (losses) on investment securities
(17,948
22,605
114,451
177,049
Cash flow hedges adjustments
(63,199
8,695
240,562
155,666
Foreign currency translation adjustments
2,733
(1,704
(261
(2,104
Defined benefit plans liability adjustments
9,287
3,054
27,431
9,162
Total other comprehensive income (loss)
(69,127
32,650
382,183
339,773
Total comprehensive income
303,009
512,731
1,264,195
1,775,856
- 5 -
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
Cash flows from operating activities
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization of premises and equipment
164,323
155,721
Amortization of capitalized servicing rights
63,992
53,137
Provision for deferred income taxes
(119,913
16,683
Asset write-downs
17,692
53,850
Net gain on sales of assets
(14,736
(13,938
Net change in accrued interest receivable, payable
(135,825
8,771
Net change in other accrued income and expense
(344,085
(75,564
Net change in loans originated for sale
(422,773
(20,325
Net change in trading account assets and liabilities
(702,362
(524,755
Net cash provided by operating activities
125,065
1,226,848
Cash flows from investing activities
Proceeds from sales of investment securities
Equity and other securities
55,499
878,405
Proceeds from maturities of investment securities
Available for sale
1,149,281
1,932,168
Held to maturity
719,379
787,655
Purchases of investment securities
(5,860
(9,791
(8,995
(495,277
(26,955
(821,120
Net increase in loans and leases
(7,227,304
(1,484,135
Net increase in interest-bearing deposits at banks
(13,007,783
(4,390,327
Capital expenditures, net
(125,370
(119,522
Net (increase) decrease in loan servicing advances
149,838
(333,079
Other, net
351,278
55,356
Net cash used by investing activities
(17,976,992
(3,999,667
Cash flows from financing activities
Net increase in deposits
20,394,732
4,959,327
Net increase (decrease) in short-term borrowings
(16,240
1,115,518
Payments on long-term borrowings
(1,605,041
(1,552,533
Purchases of treasury stock
(373,750
(1,067,575
Dividends paid — common
(426,204
(406,967
Dividends paid — preferred
(55,444
(54,642
Proceeds from issuance of Series G preferred stock
396,000
Redemption of Series A and Series C preferred stock
(381,500
(13,199
(21,187
Net cash provided by financing activities
17,904,854
2,986,441
Net increase in cash, cash equivalents and restricted cash
52,927
213,622
Cash, cash equivalents and restricted cash at beginning of period
1,436,305
1,605,439
Cash, cash equivalents and restricted cash at end of period
1,819,061
Supplemental disclosure of cash flow information
Interest received during the period
3,121,917
3,700,206
Interest paid during the period
319,079
577,291
Income taxes paid during the period
254,471
302,441
Supplemental schedule of noncash investing and financing activities
Real estate acquired in settlement of loans
20,047
66,018
Securitization of residential mortgage loans allocated to
Available-for-sale investment securities
5,379
Capitalized servicing rights
83
Adoption of lease accounting standard
Right-of-use assets
393,877
Other liabilities
398,810
Additions to right-of-use assets under operating leases
45,888
69,305
- 6 -
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
Accumulated
Common
Additional
Comprehensive
Preferred
Stock
Paid-in
Retained
Income
Treasury
Dollars in thousands, except per share
Issuable
Capital
Earnings
(Loss), Net
Total
Three Months Ended September 30, 2020
Balance — July 1, 2020
1,308
6,599,069
12,919,345
244,630
(5,149,118
15,945,105
Preferred stock cash dividends (a)
(17,050
Stock-based compensation transactions, net
19
10,504
(104
1,483
11,902
Common stock cash dividends —
$1.10 per share
(141,953
Balance — September 30, 2020
Nine Months Ended September 30, 2020
Balance — January 1, 2020
Adoption of new accounting standard for
credit losses
(91,925
(51,178
(239
16,034
(310
48,678
64,163
$3.30 per share
(427,141
Three Months Ended September 30, 2019
Balance — July 1, 2019
1,231,500
1,526
6,577,603
12,162,278
(112,958
(4,247,993
15,691,827
(19,144
Issuance of Series G preferred stock
400,000
(4,000
(299,963
21
11,102
(50
1,719
12,792
$1.00 per share
(132,932
Balance — September 30, 2019
1,547
6,584,705
12,490,233
(80,308
(4,546,237
15,779,811
Nine Months Ended September 30, 2019
Balance — January 1, 2019
79,883
1,726
6,579,342
11,516,672
(420,081
(3,528,851
15,460,191
(55,404
(12
(179
9,363
(151
50,189
59,210
$3.00 per share
(a)
For the three-month and nine-month periods ended September 30, 2020, dividends per preferred share were: Preferred Series E - $16.125 and $48.375, respectively; Preferred Series F - $128.125 and $384.375, respectively; and Preferred Series G - $125.00 and $375.694, respectively. Dividends per preferred share for the three-month and nine-month periods ended September 30, 2019 were: Preferred Series A - $15.9375 and $47.8125, respectively; Preferred Series C - $15.9375 and $47.8125, respectively; Preferred Series E - $16.125 and $48.375, respectively; and Preferred Series F - $128.125 and $384.375, respectively.
- 7 -
1. Significant accounting policies and current environment
The consolidated interim financial statements of M&T Bank Corporation (“M&T”) and subsidiaries (“the Company”) were compiled in accordance with generally accepted accounting principles (“GAAP”) using the accounting policies set forth in note 1 of Notes to Financial Statements included in Form 10-K for the year ended December 31, 2019 (“2019 Annual Report”), except that effective January 1, 2020 the Company adopted accounting guidance related to the recognition of expected credit losses that is discussed in notes 2, 3 and 15 herein. The financial statements contain all adjustments which are, in the opinion of management, necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the interim periods presented.
The United States has been operating under a state of emergency related to the Coronavirus Disease 2019 (“COVID-19”) pandemic since March 13, 2020. The direct and indirect effects of the COVID-19 pandemic resulted in a dramatic reduction in economic activity that severely hampered the ability for businesses and consumers to meet their repayment obligations. The effects of the pandemic contributed to a significant increase in the provision for credit losses during the first nine months of 2020. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), in addition to providing financial assistance to both businesses and consumers, creates a forbearance program for federally-backed mortgage loans, protects borrowers from negative credit reporting due to loan accommodations related to the national emergency, and provides financial institutions the option to temporarily suspend certain requirements under GAAP related to troubled debt restructurings to account for the effects of COVID-19. The bank regulatory agencies likewise issued guidance encouraging financial institutions to work prudently with borrowers who are, or may be, unable to meet their contractual payment obligations because of the effects of COVID-19. That guidance, with concurrence of the Financial Accounting Standards Board, and provisions of the CARES Act allow modifications made on a good faith basis in response to COVID-19 to borrowers who were generally current with their payments prior to any relief, to not be treated as troubled debt restructurings nor be reported as past due. Modifications may include payment deferrals, fee waivers, extensions of repayment term, or other delays in payment. The Company has been working with its customers affected by COVID-19 and has granted modifications across many of its loan portfolios. To the extent that such modifications meet the criteria previously described, the modified loans have not been classified as troubled debt restructurings nor reported as past due.
- 8 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. Investment securities
The amortized cost and estimated fair value of investment securities were as follows:
Amortized
Cost
Gross
Unrealized
Gains
Losses
Estimated
Fair Value
September 30, 2020
Investment securities available for sale:
U.S. Treasury and federal agencies
9,154
226
10
9,370
Mortgage-backed securities:
Government issued or guaranteed
4,944,979
221,561
839
5,165,701
Privately issued
16
Other debt securities
135,915
1,328
9,992
127,251
5,090,064
223,115
10,841
Investment securities held to maturity:
3,000
Obligations of states and political subdivisions
1,855
1,865
1,850,864
100,104
92
1,950,876
80,013
11,010
17,800
73,223
2,962
111,124
17,892
2,031,926
Total debt securities
7,028,758
334,239
28,733
7,334,264
Equity and other securities:
Readily marketable equity — at fair value
77,708
23,474
101,182
Other — at cost
380,790
Total equity and other securities
458,498
December 31, 2019
9,742
41
9,767
776
2
775
6,113,913
88,634
21,607
6,180,940
133,829
2,046
8,597
127,278
6,258,276
90,723
30,223
249,862
286
250,148
4,140
4,156
2,306,180
50,381
1,992
2,354,569
93,496
11,779
18,181
87,094
3,239
62,462
20,173
2,699,206
8,915,193
153,185
50,396
9,017,982
105,524
34,786
269
140,041
381,517
487,041
- 9 -
2. Investment securities, continued
There were no significant gross realized gains or losses from sales of investment securities for the three-month and nine-month periods ended September 30, 2020 and 2019. Unrealized gains on equity securities during the three months ended September 30, 2020 were $3 million and unrealized losses during the nine months ended September 30, 2020 were $11 million, compared with unrealized gains of $4 million and $24 million during the three months and nine months ended September 30, 2019, respectively.
At September 30, 2020, the amortized cost and estimated fair value of debt securities by contractual maturity were as follows:
Debt securities available for sale:
Due in one year or less
5,197
5,207
Due after one year through five years
11,446
12,009
Due after five years through ten years
98,426
95,033
Due after ten years
30,000
24,372
145,069
136,621
Mortgage-backed securities available for sale
4,944,995
5,165,717
Debt securities held to maturity:
4,680
4,688
175
177
7,817
7,827
Mortgage-backed securities held to maturity
1,930,877
2,024,099
- 10 -
A summary of investment securities that as of September 30, 2020 and December 31, 2019 had been in a continuous unrealized loss position for less than twelve months and those that had been in a continuous unrealized loss position for twelve months or longer follows:
Less Than 12 Months
12 Months or More
Fair
Value
985
(10
20,313
(364
21,735
(475
42,385
(1,087
62,659
(8,905
63,683
(1,461
84,394
(9,380
11,357
(92
7,476
(32
46,048
(17,768
18,833
(124
82,516
(1,585
130,442
(27,148
1,406
(7
2,893
(9
277
(3
117,299
(222
2,002,364
(21,385
6,600
(354
56,313
(8,243
125,305
(583
2,061,847
(29,640
2,727
(5
145,235
(1,987
49,656
(18,181
194,891
(20,168
128,032
(588
2,256,738
(49,808
The Company owned 290 individual debt securities with aggregate gross unrealized losses of $29 million at September 30, 2020. Based on a review of each of the securities in the investment securities portfolio at September 30, 2020, the Company concluded that it expected to recover the amortized cost basis of its investment. As of September 30, 2020, the Company does not intend to sell nor is it anticipated that it would be required to sell any of its impaired investment securities at a loss. At September 30, 2020, the Company has not identified events or changes in circumstances which may have a significant adverse effect on the fair value of the $381 million of cost method equity securities.
- 11 -
As described in notes 3 and 15, on January 1, 2020 the Company adopted amended accounting guidance that requires an allowance for credit losses be deducted from the amortized cost basis of financial assets, including investment securities held to maturity, to present the net carrying value at the amount that is expected to be collected over their contractual term. The Company estimated no material allowance for credit losses for its investment securities classified as held-to-maturity at January 1, 2020 or September 30, 2020, as the substantial majority of such investment securities are obligations backed by the U.S. government or its agencies.
3. Loans and leases and the allowance for credit losses
Effective January 1, 2020 the Company adopted amended accounting guidance which requires an allowance for credit losses be deducted from the amortized cost basis of financial assets to present the net carrying value at the amount that is expected to be collected over their contractual term considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. The amended guidance also requires recording an allowance for credit losses for purchased financial assets with a more-than-insignificant amount of credit deterioration since origination. The initial allowance for these assets will be added to the purchase price at acquisition rather than being reported as an expense. Subsequent changes in the allowance will be recorded in the income statement as an adjustment to the provision for credit losses. The new guidance replaced the previous incurred loss model for determining the allowance for credit losses. The adoption resulted in a $132 million increase in the allowance for credit losses at January 1, 2020. Prior to January 1, 2020, the Company generally recognized the excess of cash flows expected at acquisition over the estimated fair value of the acquired loans as interest income over the remaining lives of such loans regardless of the borrowers’ repayment status. Effective with the adoption of the new accounting standard, the Company’s nonaccrual loan policy now applies to loans acquired at a discount. That change added $171 million to nonaccrual loans as of the January 1, 2020 adoption date.
Past due and nonaccrual loans
A summary of current, past due and nonaccrual loans as of September 30, 2020 and December 31, 2019 follows:
Current
30-89 Days
Past Due
Accruing
Loans Past
Due 90
Days or
More
Nonaccrual
Commercial, financial, leasing, etc.
27,249,552
282,917
8,551
350,628
27,891,648
Real estate:
Commercial
27,250,676
197,881
8,189
252,515
27,709,261
Residential builder and developer
1,353,863
7,282
1,833
1,362,978
Other commercial construction
8,405,525
66,599
94
37,627
8,509,845
Residential
13,934,309
185,420
503,450
297,636
14,920,815
Residential — limited documentation
1,606,130
20,980
115,783
1,742,893
Consumer:
Home equity lines and loans
4,000,829
22,209
78,820
4,101,858
Recreational finance
6,838,126
36,003
24,191
6,898,320
Automobile
3,829,968
42,906
42,374
3,915,248
1,337,042
11,601
6,974
38,565
1,394,182
95,806,020
873,798
527,258
1,239,972
- 12 -
3. Loans and leases and the allowance for credit losses, continued
More (a)
Loans
Acquired at
a Discount
90 days
or More (b)
Purchased
Impaired (c)
23,290,797
184,011
16,776
27
346,557
23,838,168
26,311,414
165,579
6,740
15,601
158,474
26,657,808
1,521,315
21,195
753
3,982
1,547,245
7,204,148
95,346
3,360
1,237
32,770
7,336,861
12,760,040
451,274
486,515
5,788
143,145
235,663
14,082,425
Residential — limited
documentation
1,858,037
65,215
181
66,809
83,427
2,073,669
4,386,511
30,229
1,662
63,215
4,481,617
5,484,997
36,827
99
14,219
5,536,142
3,787,221
78,478
21,293
3,886,992
1,395,240
45,978
5,156
32,056
3,512
1,481,942
87,999,720
1,174,132
518,728
39,632
227,545
963,112
Excludes loans acquired at a discount.
(b)
Loans acquired at a discount that were recorded at fair value at acquisition date. This category does not include purchased impaired loans that are presented separately.
(c)
Accruing loans acquired at a discount that were impaired at acquisition date and recorded at fair value.
A summary of outstanding loan balances for which COVID-19 related modifications were granted as of September 30, 2020 and June 30, 2020 is presented below. These loans meet the criteria described in note 1 and, as such, are not considered past due or otherwise in default of loan terms as of the dates presented.
June 30, 2020
815,186
5,302,196
4,452,846
7,802,006
1,473
18,253
671,378
861,536
2,852,740
1,737,483
454,378
538,671
25,658
88,162
39,754
254,205
62,871
326,113
2,336
16,611
9,378,620
16,945,236
Substantially all of the loan modifications outstanding at September 30, 2020 are scheduled to expire in the fourth quarter of 2020. Should borrowers request further forbearance, the credit quality of the loans and the ability and willingness of borrowers to repay such loans will be re-assessed to determine whether the Company expects to receive all principal and interest payments due.
- 13 -
One-to-four family residential mortgage loans held for sale were $571 million and $414 million at September 30, 2020 and December 31, 2019, respectively. Commercial real estate loans held for sale were $336 million at September 30, 2020 and $28 million at December 31, 2019.
The outstanding principal balance and the carrying amount of loans acquired at a discount that were recorded at fair value at the acquisition date for which interest income was recognized based on expected future cash flows that were included in the consolidated balance sheet at December 31, 2019 were as follows:
Outstanding principal balance
769,414
Carrying amount:
21,114
Commercial real estate
94,890
Residential real estate
341,807
Consumer
77,785
535,596
Purchased impaired loans included in the table above totaled $228 million at December 31, 2019, representing less than 1% of the Company’s assets at that date. A summary of changes in the accretable yield for loans acquired at a discount for the three months and nine months ended September 30, 2019 follows:
Three Months Ended
September 30, 2019
Nine Months Ended
Impaired
Acquired
Balance at beginning of period
147,104
90,911
147,210
96,907
(9,564
(9,238
(37,278
(28,621
Reclassifications from nonaccretable balance
9,079
3,990
36,687
12,312
Other (a)
5,106
Balance at end of period
146,619
85,704
Other changes in expected cash flows included changes in interest rates and prepayment assumptions.
Credit quality indicators
The Company utilizes a loan grading system to differentiate risk amongst its commercial loans and commercial real estate loans. Loans with a lower expectation of default are assigned one of ten possible “pass” loan grades and are generally ascribed lower loss factors when determining the allowance for credit losses. Loans with an elevated level of credit risk are classified as “criticized” and are ascribed a higher loss factor when determining the allowance for credit losses. Criticized loans may be classified as “nonaccrual” if the Company no longer expects to collect all amounts according to the contractual terms of the loan agreement or the loan is delinquent 90 days or more.
Loan officers in different geographic locations with the support of the Company’s credit department personnel continuously review and reassign loan grades based on their detailed knowledge of individual borrowers and their judgment of the impact on such borrowers resulting from changing conditions in their respective regions. Factors considered in assigning loan grades include borrower-specific information related to expected future cash flows and
- 14 -
operating results, collateral values, geographic location, financial condition and performance, payment status, and other information. At least annually, updated financial information is obtained from commercial borrowers associated with pass grade loans and additional analysis is performed. On a quarterly basis, the Company’s centralized credit department reviews all criticized commercial loans and commercial real estate loans greater than $1 million to determine the appropriateness of the assigned loan grade, including whether the loan should be reported as accruing or nonaccruing.
The following table summarizes the loan grades applied at September 30, 2020 to the various classes of the Company’s commercial loans and commercial real estate loans by origination year.
Term Loans by Origination Year
Revolving
Revolving Loans Converted to Term
2018
2017
2016
Prior
Commercial, financial, leasing, etc.:
Loan grades:
Pass
8,209,336
2,387,719
1,638,389
1,001,452
816,518
1,488,463
10,444,292
27,536
26,013,705
Criticized accrual
389,682
75,106
141,774
50,144
45,345
57,137
758,594
9,533
1,527,315
Criticized nonaccrual
2,793
23,546
49,840
16,456
18,790
66,410
165,625
7,168
Total commercial, financial,
leasing, etc.
8,601,811
2,486,371
1,830,003
1,068,052
880,653
1,612,010
11,368,511
44,237
Commercial:
2,773,454
4,911,992
3,458,071
2,851,599
2,823,120
6,188,879
810,180
23,817,295
343,722
436,191
531,848
294,994
728,208
1,252,953
51,535
3,639,451
242
43,342
5,168
31,506
21,507
149,629
1,121
Total commercial real estate
3,117,418
5,391,525
3,995,087
3,178,099
3,572,835
7,591,461
862,836
Residential builder and developer:
399,778
399,923
207,188
26,378
11,668
14,190
233,182
1,292,307
32,441
12,744
15,255
3,421
1,410
3,567
68,838
518
1,315
Total residential builder and
developer
432,219
413,185
222,443
29,799
16,915
236,749
Other commercial construction:
721,942
2,613,554
2,229,748
1,137,823
352,930
299,184
77,873
7,433,054
26,338
223,956
365,284
243,108
166,048
14,430
1,039,164
4,340
3,254
24,913
5,120
Total other commercial
construction
748,280
2,837,510
2,595,032
1,385,271
522,232
338,527
82,993
Increases to criticized loans during 2020 were predominantly attributable to effects of the COVID-19 pandemic and the related re-grading of loans.
The Company considers repayment performance a significant indicator of credit quality for its residential real estate loan and consumer loan portfolios. A summary of loans in accrual and nonaccrual status at September 30, 2020 for the various classes of the Company’s residential real estate loans and consumer loans by origination year is as follows.
- 15 -
Residential:
2,089,095
1,489,244
664,588
1,282,631
756,137
7,583,780
68,834
30-89 days past due
4,319
8,534
5,234
17,517
6,758
143,058
Accruing loans past due 90
days or more
387
9,213
26,596
124,510
30,048
312,696
761
4,590
1,653
5,257
1,002
284,167
206
Total residential
2,094,562
1,511,581
698,071
1,429,915
793,945
8,323,701
69,040
Residential - limited documentation:
Total residential - limited
Home equity lines and loans:
668
4,357
1,961
2,155
57,998
2,622,825
1,310,702
72
1,809
1,374
18,954
20
52
5,018
6,988
66,742
Total home equity lines and loans
4,377
2,033
2,207
64,825
2,631,187
1,396,398
- 16 -
Recreational finance:
2,323,314
1,881,732
969,243
674,896
379,441
609,500
5,130
9,073
6,755
5,091
3,168
6,786
Accruing loans past due
90 days or more
1,314
3,961
3,790
4,175
2,379
8,572
Total recreational finance
2,329,758
1,894,766
979,788
684,162
384,988
624,858
Automobile:
1,084,223
1,223,790
711,515
513,607
208,741
88,092
2,884
10,573
11,193
10,126
5,170
2,960
1,244
7,754
11,224
6,461
4,681
Total automobile
1,088,351
1,242,117
733,932
534,743
220,372
95,733
Other:
132,769
154,094
62,966
39,231
6,252
31,356
908,567
1,807
1,874
890
537
243
29
570
6,954
504
287
6,687
1,540
446
442
43
383
35,186
299
Total other
136,183
155,430
63,945
39,700
6,324
32,596
957,394
2,610
Total loans and leases at
18,549,250
15,936,862
11,120,334
8,351,948
6,393,180
20,443,519
16,208,710
1,443,245
The following table summarizes the loan grades applied at December 31, 2019 to the various classes of the Company’s commercial loans and commercial real estate loans.
Real Estate
Commercial,
Financial,
Builder and
Leasing, etc.
Developer
Construction
22,595,821
25,728,725
1,419,162
7,092,799
895,790
770,609
124,101
211,292
- 17 -
For purposes of determining the level of the allowance for credit losses, the Company evaluates its loan and lease portfolio by loan type. Changes in the allowance for credit losses for the three months ended September 30, 2020 were as follows:
Beginning balance
398,257
576,321
118,921
544,737
1,638,236
25,450
87,403
(683
37,830
Net charge-offs
Charge-offs
(14,434
(4,522
(1,516
(31,754
(52,226
Recoveries
4,475
2,578
960
14,482
22,495
(9,959
(1,944
(556
(17,272
(29,731
Ending balance
413,748
661,780
117,682
565,295
1,758,505
Changes in the allowance for credit losses for the three months ended September 30, 2019 were as follows:
Commercial, Financial,
Unallocated
335,855
343,296
61,011
211,220
78,485
1,029,867
24,538
(16,713
(309
37,735
(251
(15,678
(1,107
(2,721
(40,735
(60,241
6,730
1,656
1,511
13,914
23,811
Net (charge-offs) recoveries
(8,948
549
(1,210
(26,821
(36,430
351,445
327,132
59,492
222,134
78,234
1,038,437
Changes in the allowance for credit losses for the nine months ended September 30, 2020 were as follows:
366,094
322,201
56,033
229,118
77,625
1,051,071
Adoption of new accounting standard
(61,474
23,656
53,896
194,004
(77,625
132,457
161,444
335,159
11,458
216,939
(63,425
(23,266
(8,227
(116,409
(211,327
11,109
4,030
4,522
41,643
61,304
(52,316
(19,236
(3,705
(74,766
(150,023
- 18 -
Changes in the allowance for credit losses for the nine months ended September 30, 2019 were as follows:
330,055
341,655
69,125
200,564
78,045
1,019,444
41,146
(6,415
(5,132
92,212
189
(40,786
(11,555
(9,356
(113,050
(174,747
21,030
3,447
4,855
42,408
71,740
(19,756
(8,108
(4,501
(70,642
(103,007
Despite the allocation in the preceding tables, the allowance for credit losses is general in nature and is available to absorb losses from any loan or lease type. A description of the methodologies used by the Company to estimate its allowance for credit losses prior to January 1, 2020 is included in note 4 of Notes to Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
In establishing the allowance for credit losses subsequent to December 31, 2019, the Company estimates losses attributable to specific troubled credits identified through both normal and targeted credit review processes and also estimates losses for loans and leases with similar risk characteristics on a collective basis. The amounts of specific loss components in the Company’s loan and lease portfolios are determined through a loan-by-loan analysis of larger balance commercial loans and commercial real estate loans that are in nonaccrual status. Such loss estimates are typically based on expected future cash flows, collateral values and other factors that may impact the borrower’s ability to pay. To the extent that those loans are collateral-dependent, they are evaluated based on the fair value of the loan’s collateral as estimated at or near the financial statement date. As the quality of a loan deteriorates to the point of classifying the loan as “criticized,” the process of obtaining updated collateral valuation information is usually initiated, unless it is not considered warranted given factors such as the relative size of the loan, the characteristics of the collateral or the age of the last valuation. In those cases where current appraisals may not yet be available, prior appraisals are utilized with adjustments, as deemed necessary, for estimates of subsequent declines in values as determined by line of business and/or loan workout personnel. Those adjustments are reviewed and assessed for reasonableness by the Company’s credit department. Accordingly, for real estate collateral securing larger nonaccrual commercial loans and commercial real estate loans, estimated collateral values are based on current appraisals and estimates of value. For non-real estate loans, collateral is assigned a discounted estimated liquidation value and, depending on the nature of the collateral, is verified through field exams or other procedures. In assessing collateral, real estate and non-real estate values are reduced by an estimate of selling costs.
For residential real estate loans, including home equity loans and lines of credit, the excess of the loan balance over the net realizable value of the property collateralizing the loan is charged-off when the loan becomes 150 days delinquent. That charge-off is based on recent indications of value from external parties that are generally obtained shortly after a loan becomes nonaccrual. Loans to consumers that file for bankruptcy are generally charged-off to estimated net collateral value shortly after the Company is notified of such filings. When evaluating individual home equity loans and lines of credit for charge off and for purposes of estimating losses in determining the allowance for credit losses, the Company gives consideration to the required repayment of any first lien positions related to collateral property. Modified loans, including smaller balance homogenous loans, that are considered to be troubled debt restructurings are evaluated for impairment giving consideration to the impact of the modified loan terms on the present value of the loan’s expected cash flows.
- 19 -
Information with respect to loans and leases that were considered nonaccrual at the beginning and end of the reporting period and the interest income recognized on such loans for the three-month and nine-month periods ended September 30, 2020 and 2019 follows.
January 1, 2020
Three Months Ended September 30,
Nine Months
Ended September 30,
Amortized Cost with Allowance
Amortized Cost without Allowance
Amortized Cost
Interest Income Recognized
264,515
86,113
284,654
346,743
5,999
9,035
86,199
166,316
172,488
173,796
993
6,782
1,748
4,708
114
173
15,441
22,186
85,426
35,881
232
6,809
66,302
231,334
306,907
322,504
3,410
15,258
29,824
85,959
118,695
114,667
571
36,134
42,686
77,094
65,039
1,017
3,236
17,637
6,554
24,152
14,308
155
461
37,355
5,019
42,736
47
139
34,998
42,750
35,394
174
489
558,807
681,165
1,156,650
1,134,333
12,255
42,953
- 20 -
June 30, 2019
January 1, 2019
223,183
159,626
382,809
223,733
234,423
836
7,552
40,203
144,429
184,632
203,116
203,672
1,802
5,212
1,596
3,379
4,975
5,985
4,798
89
308
15,501
15,940
31,441
32,769
22,205
488
1,669
57,070
166,496
223,566
210,922
233,352
3,425
10,014
27,803
53,876
81,679
87,551
84,685
795
23,908
36,007
59,915
66,927
71,292
1,846
4,617
6,577
5,275
11,852
11,153
11,199
147
431
14,596
6,443
21,039
20,170
23,359
54
161
3,066
275
3,341
3,058
4,623
145
392
413,503
591,746
1,005,249
865,384
893,608
9,101
31,151
In determining the allowance for credit losses, accruing loans with similar risk characteristics are generally evaluated collectively. The Company utilizes statistically developed models to project principal balances over the remaining contractual lives of the loan portfolios and to determine estimated credit losses through a reasonable and supportable forecast period. Individual loan credit quality indicators including loan grade and borrower repayment performance inform the models, which have been statistically developed based on historical correlations of credit losses with prevailing economic metrics, including unemployment, gross domestic product and real estate prices. Model forecasts may be adjusted for inherent limitations or biases that have been identified through independent validation and back-testing of model performance to actual realized results. At both January 1 and September 30, 2020, the Company utilized a reasonable and supportable forecast period of two years. Subsequent to this forecast period the Company reverted, ratably over a one-year period, to historical loss experience to inform its estimate of losses for the remaining contractual life of each portfolio. The Company also considered the impact of portfolio concentrations, changes in underwriting practices, product expansions into new markets, imprecision in its economic forecasts, geopolitical conditions and other risk factors that might influence its loss estimation process.
The Company’s reserve for off-balance sheet credit exposures was not material at September 30, 2020 and December 31, 2019.
Loan modifications
During the normal course of business, the Company modifies loans to maximize recovery efforts. If the borrower is experiencing financial difficulty and a concession is granted, the Company considers such modifications as troubled debt restructurings and classifies those loans as either nonaccrual loans or renegotiated loans. The types of concessions that the Company grants typically include principal deferrals and interest rate concessions, but may also include other types of concessions.
- 21 -
The table that follows summarizes the Company’s loan modification activities that were considered troubled debt restructurings for the three-month and nine-month periods ended September 30, 2020 and 2019:
Post-modification (a)
Number
Pre-
modification Recorded Investment
Principal Deferral
Interest Rate Reduction
Combination of Concession Types
(Dollars in thousands)
112
35,037
7,145
298
27,512
34,955
50
13,293
12,506
172
30
600
13,308
8,544
5,517
3,616
9,133
33
129
3,286
3,415
74
2,734
403
7,007
7,005
3,046
142
2,904
1,085
73,071
35,178
470
37,920
73,598
6,145
1,441
4,666
6,107
9
2,986
2,589
2,972
5,161
2,535
5,581
236
240
12
1,392
1,399
61
485
457
28
97
16,466
5,388
11,457
16,845
- 22 -
279
102,865
29,762
31,605
40,013
101,678
106
94,807
505
4,830
52,916
82,623
91
90
82
27,594
11,865
19,126
30,991
2,980
2,667
1,232
3,899
159
11,719
688
11,057
11,745
348
13,619
1,873
33,541
33,539
718
5,229
824
4,405
3,575
292,445
117,336
803
36,435
128,841
283,415
115
39,357
8,582
30,827
39,409
38
22,567
3,947
18,197
22,144
1,330
1,068
1,456
63
16,490
8,805
8,842
17,647
1,084
399
705
1,104
32
3,141
3,078
164
58
991
926
65
322
86,580
23,981
63,113
Financial effects impacting the recorded investment included principal payments or advances, charge-offs and capitalized escrow arrearages. The present value of interest rate concessions, discounted at the effective rate of the original loan, was not material.
Troubled debt restructurings are evaluated for impairment giving consideration to the impact of the modified loan terms on the present value of the loan’s expected cash flows. Impairment of troubled debt restructurings that have subsequently defaulted may also be measured based on the loan’s observable market price or the fair value of collateral if the loan is collateral-dependent. Charge-offs may also be recognized on troubled debt restructurings that have subsequently defaulted. Loans that were modified as troubled debt restructurings during the twelve months ended September 30, 2020 and 2019 and for which there was a subsequent payment default during the nine-month periods ended September 30, 2020 and 2019, respectively, were not material.
The amount of foreclosed residential real estate property held by the Company was $43 million and $76 million at September 30, 2020 and December 31, 2019, respectively. There were $231 million and $402 million at September 30, 2020 and December 31, 2019, respectively, of loans secured by residential real estate that were in the process of foreclosure. Of all loans in the process of foreclosure at September 30, 2020, approximately 42% were government guaranteed.
- 23 -
4. Borrowings
M&T had $527 million of fixed and variable rate junior subordinated deferrable interest debentures ("Junior Subordinated Debentures") outstanding at September 30, 2020 that are held by various trusts that were issued in connection with the issuance by those trusts of preferred capital securities ("Capital Securities") and common securities ("Common Securities"). The proceeds from the issuances of the Capital Securities and the Common Securities were used by the trusts to purchase the Junior Subordinated Debentures. The Common Securities of each of those trusts are wholly owned by M&T and are the only class of each trust's securities possessing general voting powers. The Capital Securities represent preferred undivided interests in the assets of the corresponding trust. Under the Federal Reserve Board’s risk-based capital guidelines, the securities are includable in M&T’s Tier 2 regulatory capital.
Holders of the Capital Securities receive preferential cumulative cash distributions unless M&T exercises its right to extend the payment of interest on the Junior Subordinated Debentures as allowed by the terms of each such debenture, in which case payment of distributions on the respective Capital Securities will be deferred for comparable periods. During an extended interest period, M&T may not pay dividends or distributions on, or repurchase, redeem or acquire any shares of its capital stock. In general, the agreements governing the Capital Securities, in the aggregate, provide a full, irrevocable and unconditional guarantee by M&T of the payment of distributions on, the redemption of, and any liquidation distribution with respect to the Capital Securities. The obligations under such guarantee and the Capital Securities are subordinate and junior in right of payment to all senior indebtedness of M&T.
The Capital Securities will remain outstanding until the Junior Subordinated Debentures are repaid at maturity, are redeemed prior to maturity or are distributed in liquidation to the trusts. The Capital Securities are mandatorily redeemable in whole, but not in part, upon repayment at the stated maturity dates (ranging from 2027 to 2033) of the Junior Subordinated Debentures or the earlier redemption of the Junior Subordinated Debentures in whole upon the occurrence of one or more events set forth in the indentures relating to the Capital Securities, and in whole or in part at any time after an optional redemption prior to contractual maturity contemporaneously with the optional redemption of the related Junior Subordinated Debentures in whole or in part, subject to possible regulatory approval.
On January 7, 2020, M&T Bank, the principal bank subsidiary of M&T, redeemed $750 million of fixed rate senior notes that were due to mature on February 6, 2020. In addition, M&T Bank redeemed $750 million of fixed rate senior notes on July 17, 2020 that were due to mature on August 17, 2020.
Also included in long-term borrowings was an agreement to repurchase securities that totaled $102 million at December 31, 2019. The outstanding agreement matured in July 2020. The agreement was subject to legally enforceable master netting arrangements, however, the Company did not offset any amounts related to the agreement in its consolidated financial statements. The Company posted collateral consisting primarily of government guaranteed mortgage-backed securities of $108 million at December 31, 2019.
5. Revenue from contracts with customers
A significant amount of the Company’s revenues are derived from net interest income on financial assets and liabilities, mortgage banking revenues, trading account and foreign exchange gains, investment securities gains, loan and letter of credit fees, income from bank-owned life insurance, and certain other revenues that are generally excluded from the scope of accounting guidance for revenue from contracts with customers.
For noninterest income revenue streams, the Company recognizes the expected amount of consideration as revenue when the performance obligations related to the services under the terms of a contract are satisfied. The Company’s contracts generally do not contain terms that necessitate significant judgment to determine the amount of revenue to recognize.
- 24 -
5. Revenue from contracts with customers, continued
The Company generally charges customer accounts or otherwise bills customers upon completion of its services. Typically the Company’s contracts with customers have a duration of one year or less and payment for services is received at least annually, but oftentimes more frequently as services are provided. At September 30, 2020 and December 31, 2019, the Company had $61 million and $62 million, respectively, of amounts receivable related to recognized revenue from the sources in the accompanying tables. Such amounts are classified in accrued interest and other assets in the Company’s consolidated balance sheet. In certain situations the Company is paid in advance of providing services and defers the recognition of revenue until its service obligation is satisfied. At September 30, 2020 and December 31, 2019, the Company had deferred revenue of $41 million and $43 million, respectively, related to the sources in the accompanying tables recorded in accrued interest and other liabilities in the consolidated balance sheet.
The following tables summarize sources of the Company’s noninterest income during the three-month and nine-month periods ended September 30, 2020 and 2019 that are subject to the noted accounting guidance.
Business Banking
Commercial Banking
Commercial Real Estate
Discretionary Portfolio
Residential Mortgage Banking
Retail Banking
All Other
Classification in consolidated
statement of income
11,527
22,816
2,347
53,379
1,286
149,936
Other revenues from operations:
Merchant discount and credit card fees
10,533
10,785
492
4,159
(315
25,654
2,940
929
205
1,127
5,994
10,212
21,407
22,060
36,542
3,768
63,532
172,721
299,955
15,131
23,427
2,415
68,455
1,664
143,664
9,692
13,409
670
4,150
28,190
1,239
1,372
503
816
9,347
7,076
20,353
24,832
38,317
4,457
81,952
164,750
315,627
- 25 -
38,048
69,487
7,724
155,073
4,639
18
450,110
29,023
32,992
1,720
9,880
261
73,876
5,913
1,212
3,101
15,142
32,149
60,477
67,089
108,834
12,404
180,095
522,353
895,088
45,415
69,731
7,303
195,267
4,271
680
420,382
28,469
38,630
1,772
11,854
1,291
82,016
5,386
5,840
1,545
2,913
27,170
26,159
69,013
73,905
114,427
14,915
2,917
234,291
489,134
931,134
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6. Pension plans and other postretirement benefits
The Company provides defined benefit pension and other postretirement benefits (including health care and life insurance benefits) to qualified retired employees. Net periodic defined benefit cost for defined benefit plans consisted of the following:
Pension
Benefits
Postretirement
Service cost
4,986
4,324
215
Interest cost on projected benefit obligation
17,855
20,394
436
586
Expected return on plan assets
(31,378
(30,534
Amortization of prior service cost (credit)
125
(1,175
(1,182
Amortization of net actuarial loss (gain)
13,950
5,498
(300
(312
Net periodic cost (benefit)
5,538
(797
(693
14,958
12,970
727
644
53,565
61,184
1,306
1,758
(94,134
(91,604
404
418
(3,544
(3,547
42,998
16,494
(918
(935
17,791
(538
(2,429
(2,080
Service cost is reflected in salaries and employee benefits expense in the consolidated statement of income. The other components of net periodic benefit cost are reflected in other costs of operations. Expenses incurred in connection with the Company's defined contribution pension and retirement savings plans totaled $23 million and $21 million for the three months ended September 30, 2020 and 2019, respectively, and $73 million and $61 million for the nine months ended September 30, 2020 and 2019, respectively, and are included in salaries and employee benefits expense.
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7. Earnings per common share
The computations of basic earnings per common share follow:
Income available to common shareholders:
Less: Preferred stock dividends
(16,103
(52,364
Net income available to common equity
355,086
463,978
830,834
1,383,719
Less: Income attributable to unvested stock-based
compensation awards
(1,687
(2,568
(3,631
(7,591
Weighted-average shares outstanding:
Common shares outstanding (including common stock
issuable) and unvested stock-based compensation
awards
129,061
133,703
129,518
136,156
Less: Unvested stock-based compensation awards
(776
(738
(768
(745
Weighted-average shares outstanding
Basic earnings per common share
The computations of diluted earnings per common share follow:
(1,686
(3,630
(7,590
Adjusted weighted-average shares outstanding:
Common and unvested stock-based compensation
Plus: Incremental shares from assumed conversion of
stock-based compensation awards and warrants to
purchase common stock
70
34
Adjusted weighted-average shares outstanding
Diluted earnings per common share
GAAP defines unvested share-based awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities that shall be included in the computation of earnings per common share pursuant to the two-class method. The Company has issued stock-based compensation awards in the form of restricted stock and restricted stock units which, in accordance with GAAP, are considered participating securities.
Stock-based compensation awards and warrants to purchase common stock of M&T representing 483,182 and 277,840 common shares during the three-month periods ended September 30, 2020 and 2019, respectively, and 477,144 and 224,639 common shares during the nine-month periods ended September 30, 2020 and 2019, respectively, were not included in the computations of diluted earnings per common share because the effect on those periods would have been antidilutive.
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8. Comprehensive income
The following tables display the components of other comprehensive income (loss) and amounts reclassified from accumulated other comprehensive income (loss) to net income:
Investment
Defined Benefit
Amount
Securities
Plans
Before Tax
Tax
Net
50,701
(464,548
133,888
(279,959
73,279
Other comprehensive income before reclassifications:
Unrealized holding gains, net
151,777
(39,277
112,500
Foreign currency translation adjustment
(39
Unrealized gains on cash flow hedges
508,226
(131,504
376,722
Total other comprehensive income before
reclassifications
508,004
659,781
(170,820
488,961
Amounts reclassified from accumulated other
comprehensive income that (increase) decrease net income:
Amortization of unrealized holding losses on
held-to-maturity (“HTM”) securities
2,678
(725
1,953
Gains realized in net income
(2
Accretion of net gain on terminated cash flow hedges
(94
(68
Net yield adjustment from cash flow hedges currently in effect
(183,598
47,506
(136,092
Amortization of prior service credit
(3,140
(d)
927
(2,213
Amortization of actuarial losses
42,080
(12,436
29,644
Total other comprehensive income
154,452
38,940
324,312
517,704
(135,521
205,153
(425,608
458,200
237,745
(62,242
(200,107
(354,502
(14,719
(569,328
149,247
237,615
(62,432
175,183
(2,663
559
204,587
(53,786
150,801
201,924
439,539
(115,659
323,880
HTM securities
2,524
(663
1,861
Losses realized in net income
(93
25
6,693
(1,760
4,933
(3,129
823
(2,306
15,559
(4,091
11,468
240,146
12,430
208,524
461,100
(121,327
40,039
(342,072
193,805
(108,228
27,920
Included in interest income.
Included in gain (loss) on bank investment securities.
Included in interest expense.
Included in other costs of operations.
- 29 -
8. Comprehensive income, continued
Accumulated other comprehensive income (loss), net consisted of the following:
Defined
Cash Flow
Benefit
Hedges
and Other
Balance — December 31, 2019
37,380
(342,419
98,359
Net gain during period
240,301
151,831
(314,988
338,660
9. Derivative financial instruments
As part of managing interest rate risk, the Company enters into interest rate swap agreements to modify the repricing characteristics of certain portions of the Company’s portfolios of earning assets and interest-bearing liabilities. The Company designates interest rate swap agreements utilized in the management of interest rate risk as either fair value hedges or cash flow hedges. Interest rate swap agreements are generally entered into with counterparties that meet established credit standards and most contain master netting, collateral and/or settlement provisions protecting the at-risk party. Based on adherence to the Company’s credit standards and the presence of the netting, collateral or settlement provisions, the Company believes that the credit risk inherent in these contracts was not material as of September 30, 2020.
The net effect of interest rate swap agreements was to increase net interest income by $95 million and $212 million during the three-month and nine-month periods ended September 30, 2020, respectively, and to increase net interest income by $1 million during the three-month period ended September 30, 2019 and decrease net interest income by $23 million during the nine-month period ended September 30, 2019.
Information about interest rate swap agreements entered into for interest rate risk management purposes summarized by type of financial instrument the swap agreements were intended to hedge follows:
Weighted-
Notional
Average
Average Rate
Maturity
Fixed
Variable
Gain (Loss) (a)
(In years)
Fair value hedges:
Fixed rate long-term borrowings (b)
2,300,000
2.7
2.80
%
0.69
(513
Cash flow hedges:
Interest payments on variable rate
commercial real estate loans (b)(c)
52,250,000
1.1
2.40
0.15
54,550,000
377
3,800,000
2.2
2.51
2.27
(567
commercial real estate loans (b)(d)
53,750,000
1.4
2.44
1.73
(1,195
57,550,000
1.5
(1,762
Certain clearinghouse exchanges consider payments by counterparties for variation margin on derivative instruments to be settlements of those positions. The impact of such treatment at September 30, 2020 and December 31, 2019 was a reduction of the estimated fair value gains on interest rate swap agreements designated as fair value hedges of $120.8 million and $45.1 million, respectively, and on interest rate swap agreements designated as cash flow hedges of $463.3 million and $140.7 million, respectively.
Under the terms of these agreements, the Company receives settlement amounts at a fixed rate and pays at a variable rate.
Includes notional amount and terms of $38.9 billion of forward-starting interest rate swap agreements that become effective in 2020 - 2022.
Includes notional amount and terms of $40.4 billion of forward-starting interest rate swap agreements that become effective in 2020 - 2022.
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9. Derivative financial instruments, continued
The Company utilizes commitments to sell residential and commercial real estate loans to hedge the exposure to changes in the fair value of real estate loans held for sale. Such commitments have generally been designated as fair value hedges. The Company also utilizes commitments to sell real estate loans to offset the exposure to changes in fair value of certain commitments to originate real estate loans for sale.
Derivative financial instruments used for trading account purposes included interest rate contracts, foreign exchange and other option contracts, foreign exchange forward and spot contracts, and financial futures. Interest rate contracts entered into for trading account purposes had notional values of $36.6 billion and $48.6 billion at September 30, 2020 and December 31, 2019, respectively. The notional amounts of foreign currency and other option and futures contracts entered into for trading account purposes aggregated $877 million and $1.2 billion at September 30, 2020 and December 31, 2019, respectively.
Information about the fair values of derivative instruments in the Company’s consolidated balance sheet and consolidated statement of income follows:
Asset Derivatives
Liability Derivatives
Derivatives designated and qualifying as hedging instruments
Interest rate swap agreements (a)
1,710
1,333
1,994
Commitments to sell real estate loans (a)
1,525
1,195
2,264
421
3,235
1,427
3,597
Derivatives not designated and qualifying as hedging instruments
Mortgage-related commitments to originate real estate loans
for sale (a)
51,786
11,965
283
1,225
1,795
3,074
11,066
3,548
Trading:
Interest rate contracts (b)
1,157,856
398,295
115,361
68,103
Foreign exchange and other option and futures contracts (b)
7,694
7,624
11,800
1,219,131
425,840
134,334
84,676
Total derivatives
1,222,366
427,267
137,931
87,091
Asset derivatives are reported in other assets and liability derivatives are reported in other liabilities.
Asset derivatives are reported in trading account assets and liability derivatives are reported in other liabilities. The impact of variation margin payments at September 30, 2020 and December 31, 2019 was a reduction of the estimated fair value of interest rate contracts in the trading account in an asset position of $2.9 million and $43.3 million, respectively, and in a liability position of $944.9 million and $281.3 million, respectively.
Amount of Gain (Loss) Recognized
Derivative
Hedged Item
Derivatives in fair value hedging relationships
Interest rate swap agreements:
Fixed rate long-term borrowings (a)
(13,067
12,822
22,582
(22,412
Derivatives not designated as hedging instruments
(4,776
6,435
1,486
2,598
(3,290
9,033
- 31 -
75,760
(75,607
113,441
(112,884
8,988
17,639
6,555
6,690
15,543
24,329
Reported as an adjustment to interest expense.
Reported as trading account and foreign exchange gains.
Carrying Amount of the Hedged Item
Cumulative Amount of Fair Value Hedging Adjustment Increasing (Decreasing) the Carrying Amount of the
Location in the Consolidated Balance Sheet
of the Hedged Items in Fair Value Hedges
Long-term debt
2,417,559
3,840,775
119,247
43,640
The amount of gain (loss) recognized in the consolidated statement of income associated with derivatives designated as cash flow hedges was not material.
The Company also has commitments to sell and commitments to originate residential and commercial real estate loans that are considered derivatives. The Company designates certain of the commitments to sell real estate loans as fair value hedges of real estate loans held for sale. The Company also utilizes commitments to sell real estate loans to offset the exposure to changes in the fair value of certain commitments to originate real estate loans for sale. As a result of these activities, net unrealized pre-tax gains related to hedged loans held for sale, commitments to originate loans for sale and commitments to sell loans were approximately $66 million and $18 million at September 30, 2020 and December 31, 2019, respectively. Changes in unrealized gains and losses are included in mortgage banking revenues and, in general, are realized in subsequent periods as the related loans are sold and commitments satisfied.
The Company does not offset derivative asset and liability positions in its consolidated financial statements. The Company’s exposure to credit risk by entering into derivative contracts is mitigated through master netting agreements and collateral posting or settlement requirements. Master netting agreements covering interest rate and foreign exchange contracts with the same party include a right to set-off that becomes enforceable in the event of default, early termination or under other specific conditions.
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The aggregate fair value of derivative financial instruments in a liability position and the net liability positions with counterparties, which are subject to master netting arrangements, was $127 million and $51 million at September 30, 2020 and December 31, 2019, respectively. The Company was required to post collateral relating to those positions of $123 million and $50 million at September 30, 2020 and December 31, 2019, respectively. Certain of the Company’s derivative financial instruments contain provisions that require the Company to maintain specific credit ratings from credit rating agencies to avoid higher collateral posting requirements. If the Company’s debt rating were to fall below specified ratings, the counterparties of the derivative financial instruments could demand immediate incremental collateralization on those instruments in a net liability position. The aggregate fair value of all derivative financial instruments with such credit risk-related contingent features in a net liability position on September 30, 2020 was not significant.
The aggregate fair value of derivative financial instruments in an asset position and the net asset positions with counterparties, which are subject to enforceable master netting arrangements, was nil at September 30, 2020 and $6 million at December 31, 2019. Counterparties posted collateral relating to those positions of $5 million at December 31, 2019. Trading account interest rate swap agreements entered into with customers are subject to the Company’s credit risk standards and often contain collateral provisions.
In addition to the derivative contracts noted above, the Company clears certain derivative transactions through a clearinghouse, rather than directly with counterparties. Those transactions cleared through a clearinghouse require initial margin collateral and variation margin payments depending on the contracts being in a net asset or liability position. The amount of initial margin collateral posted by the Company was $125 million and $84 million at September 30, 2020 and December 31, 2019, respectively. The fair value asset and liability amounts of derivative contracts have been reduced by variation margin payments treated as settlements as described herein. Variation margin on derivative contracts not treated as settlements continues to represent collateral posted or received by the Company.
10. Variable interest entities and asset securitizations
The Company’s securitization activity has consisted of securitizing loans originated for sale into government issued or guaranteed mortgage-backed securities that are then retained by the Company. The amounts of those securitizations during the nine-month periods ended September 30, 2020 and 2019 are presented in the Company’s consolidated statement of cash flows. The Company has not recognized any losses as a result of having securitized assets.
As described in note 4, M&T has issued junior subordinated debentures payable to various trusts that have issued Capital Securities. M&T owns the common securities of those trust entities. The Company is not considered to be the primary beneficiary of those entities and, accordingly, the trusts are not included in the Company’s consolidated financial statements. At each of September 30, 2020 and December 31, 2019, the Company included the junior subordinated debentures as “long-term borrowings” in its consolidated balance sheet and recognized $23 million in other assets for its “investment” in the common securities of the trusts that will be concomitantly repaid to M&T by the respective trust from the proceeds of M&T’s repayment of the junior subordinated debentures associated with preferred capital securities described in note 4.
- 33 -
10. Variable interest entities and asset securitizations, continued
The Company has invested as a limited partner in various partnerships that collectively had total assets of approximately $2.1 billion at September 30, 2020 and $1.5 billion at December 31, 2019. Those partnerships generally construct or acquire properties for which the investing partners are eligible to receive certain federal income tax credits in accordance with government guidelines. Such investments may also provide tax deductible losses to the partners. The partnership investments also assist the Company in achieving its community reinvestment initiatives. As a limited partner, there is no recourse to the Company by creditors of the partnerships. However, the tax credits that result from the Company’s investments in such partnerships are generally subject to recapture should a partnership fail to comply with the respective government regulations. The Company’s carrying amount of its investments in such partnerships was $791 million, including $380 million of unfunded commitments, at September 30, 2020 and $748 million, including $414 million of unfunded commitments, at December 31, 2019. Contingent commitments to provide additional capital contributions to these partnerships were not material at September 30, 2020. The Company has not provided financial or other support to the partnerships that was not contractually required. The Company’s maximum exposure to loss from its investments in such partnerships as of September 30, 2020 was $978 million, including possible recapture of certain tax credits. Management currently estimates that no material losses are probable as a result of the Company’s involvement with such entities. The Company, in its position as limited partner, does not direct the activities that most significantly impact the economic performance of the partnerships and, therefore, in accordance with the accounting provisions for variable interest entities, the partnership entities are not included in the Company’s consolidated financial statements. The Company’s investment in qualified affordable housing projects is amortized to income taxes in the consolidated statement of income as tax credits and other tax benefits resulting from deductible losses associated with the projects are received. The Company amortized $22 million and $65 million of its investments in qualified affordable housing projects to income tax expense during the three-month and nine-month periods ended September 30, 2020, respectively, and recognized $26 million and $78 million of tax credits and other tax benefits during those periods. Similarly, for the three-month and nine-month periods ended September 30, 2019, the Company amortized $17 million and $51 million, respectively, of its investments in qualified affordable housing projects to income tax expense and recognized $21 million and $62 million of tax credits and other tax benefits during those respective periods.
The Company serves as investment advisor for certain registered money-market funds. The Company has no explicit arrangement to provide support to those funds, but may waive portions of its allowable management fees as a result of market conditions.
11. Fair value measurements
GAAP permits an entity to choose to measure eligible financial instruments and other items at fair value. The Company has not made any fair value elections at September 30, 2020.
Pursuant to GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy exists in GAAP for fair value measurements based upon the inputs to the valuation of an asset or liability.
•
Level 1 — Valuation is based on quoted prices in active markets for identical assets and liabilities.
Level 2 — Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.
Level 3 — Valuation is derived from model-based and other techniques in which at least one significant input is unobservable and which may be based on the Company's own estimates about the assumptions that market participants would use to value the asset or liability.
When available, the Company attempts to use quoted market prices in active markets to determine fair value and classifies such items as Level 1 or Level 2. If quoted market prices in active markets are not available, fair value is often determined using model-based techniques incorporating various assumptions including interest rates,
- 34 -
11. Fair value measurements, continued
prepayment speeds and credit losses. Assets and liabilities valued using model-based techniques are classified as either Level 2 or Level 3, depending on the lowest level classification of an input that is considered significant to the overall valuation. The following is a description of the valuation methodologies used for the Company's assets and liabilities that are measured on a recurring basis at estimated fair value.
Trading account assets and liabilities
Trading account assets and liabilities consist primarily of interest rate contracts and foreign exchange contracts with customers who require such services with offsetting positions with third parties to minimize the Company's risk with respect to such transactions. The Company generally determines the fair value of its derivative trading account assets and liabilities using externally developed pricing models based on market observable inputs and, therefore, classifies such valuations as Level 2. Mutual funds held in connection with deferred compensation and other arrangements have been classified as Level 1 valuations. Valuations of investments in municipal and other bonds can generally be obtained through reference to quoted prices in less active markets for the same or similar securities or through model-based techniques in which all significant inputs are observable and, therefore, such valuations have been classified as Level 2.
Investment securities available for sale and equity securities
The majority of the Company's available-for-sale investment securities have been valued by reference to prices for similar securities or through model-based techniques in which all significant inputs are observable and, therefore, such valuations have been classified as Level 2. Certain investments in mutual funds and equity securities are actively traded and, therefore, have been classified as Level 1 valuations.
Real estate loans held for sale
The Company utilizes commitments to sell real estate loans to hedge the exposure to changes in fair value of real estate loans held for sale. The carrying value of hedged real estate loans held for sale includes changes in estimated fair value during the hedge period. Typically, the Company attempts to hedge real estate loans held for sale from the date of close through the sale date. The fair value of hedged real estate loans held for sale is generally calculated by reference to quoted prices in secondary markets for commitments to sell real estate loans with similar characteristics and, accordingly, such loans have been classified as a Level 2 valuation.
Commitments to originate real estate loans for sale and commitments to sell real estate loans
The Company enters into various commitments to originate real estate loans for sale and commitments to sell real estate loans. Such commitments are considered to be derivative financial instruments and, therefore, are carried at estimated fair value on the consolidated balance sheet. The estimated fair values of such commitments were generally calculated by reference to quoted prices in secondary markets for commitments to sell real estate loans to certain government-sponsored entities and other parties. The fair valuations of commitments to sell real estate loans generally result in a Level 2 classification. The estimated fair value of commitments to originate real estate loans for sale are adjusted to reflect the Company's anticipated commitment expirations. The estimated commitment expirations are considered significant unobservable inputs contributing to the Level 3 classification of commitments to originate real estate loans for sale. Significant unobservable inputs used in the determination of estimated fair value of commitments to originate real estate loans for sale are included in the accompanying table of significant unobservable inputs to Level 3 measurements.
Interest rate swap agreements used for interest rate risk management
The Company utilizes interest rate swap agreements as part of the management of interest rate risk to modify the repricing characteristics of certain portions of its portfolios of earning assets and interest-bearing liabilities. The Company generally determines the fair value of its interest rate swap agreements using externally developed pricing
- 35 -
models based on market observable inputs and, therefore, classifies such valuations as Level 2. The Company has considered counterparty credit risk in the valuation of its interest rate swap agreement assets and has considered its own credit risk in the valuation of its interest rate swap agreement liabilities.
The following tables present assets and liabilities at September 30, 2020 and December 31, 2019 measured at estimated fair value on a recurring basis:
Fair Value Measurements
Level 1
Level 2
Level 3
Trading account assets
50,023
1,165,550
5,302,322
Equity securities
72,856
28,326
909,335
Other assets (a)
56,816
5,030
7,585,244
122,879
7,410,563
51,802
Trading account liabilities
122,985
Other liabilities (a)
14,946
14,663
137,648
49,040
421,089
6,318,760
100,637
39,404
442,079
4,501
7,387,491
149,677
7,225,833
11,981
79,903
7,188
5,963
85,866
Comprised predominantly of interest rate swap agreements used for interest rate risk management (Level 2), commitments to sell real estate loans (Level 2) and commitments to originate real estate loans to be held for sale (Level 3).
- 36 -
The changes in Level 3 assets and liabilities measured at estimated fair value on a recurring basis during the three months ended September 30, 2020 and 2019 were as follows:
Available for Sale
Privately Issued Mortgage-Backed Securities
Other Assets and Other Liabilities
Balance — June 30, 2020
40,106
Total gains realized/unrealized:
Included in earnings
57,819
Settlements
Transfers out of Level 3
(46,422
51,503
Changes in unrealized gains included in earnings
related to assets still held at September 30, 2020
44,127
Balance — June 30, 2019
17,200
62,178
(55,104
24,274
related to assets still held at September 30, 2019
19,350
- 37 -
The changes in Level 3 assets and liabilities measured at estimated fair value on a recurring basis during the nine months ended September 30, 2020 and 2019 were as follows:
10,740
150,632
(109,869
50,411
22
7,712
115,187
(6
(98,625
24,981
Reported as mortgage banking revenues in the consolidated statement of income and includes the fair value of commitment issuances and expirations.
Transfers out of Level 3 consist of interest rate locks transferred to closed loans.
The Company is required, on a nonrecurring basis, to adjust the carrying value of certain assets or provide valuation allowances related to certain assets using fair value measurements. The more significant of those assets follow.
Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Nonrecurring adjustments also include certain impairment amounts for collateral-dependent loans when establishing the allowance for credit losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated valuation amount does not necessarily represent the fair value of the loan. Real estate collateral is typically valued using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace and the related nonrecurring fair value measurement adjustments have been classified as Level 2, unless significant adjustments have been made to the valuation that are not readily observable by market participants. Non-real estate collateral supporting commercial loans generally consists of business assets such as receivables, inventory and equipment. Fair value estimations are typically determined by discounting recorded values of those assets to reflect estimated net realizable value considering
- 38 -
specific borrower facts and circumstances and the experience of credit personnel in their dealings with similar borrower collateral liquidations. Such discounts were in the range of 15% to 90% with a weighted-average of 59% at September 30, 2020. As these discounts are not readily observable and are considered significant, the valuations have been classified as Level 3. Automobile collateral is typically valued by reference to independent pricing sources based on recent sales transactions of similar vehicles, and the related nonrecurring fair value measurement adjustments have been classified as Level 2. Collateral values for other consumer installment loans are generally estimated based on historical recovery rates for similar types of loans, which at September 30, 2020 was 50%. As these recovery rates are not readily observable by market participants, such valuation adjustments have been classified as Level 3. Loans subject to nonrecurring fair value measurement were $387 million at September 30, 2020 ($159 million and $228 million of which were classified as Level 2 and Level 3, respectively), $305 million at December 31, 2019 ($115 million and $190 million of which were classified as Level 2 and Level 3, respectively) and $302 million at September 30, 2019 ($122 million and $180 million of which were classified as Level 2 and Level 3, respectively). Changes in fair value recognized for partial charge-offs of loans and loan impairment reserves on loans held by the Company on September 30, 2020 were decreases of $82 million and $153 million for the three-month and nine-month periods ended September 30, 2020, respectively. Changes in fair value recognized for partial charge-offs of loans and loan impairment reserves on loans held by the Company on September 30, 2019 were decreases of $51 million and $85 million for the three-month and nine-month periods ended September 30, 2019, respectively.
Assets taken in foreclosure of defaulted loans
Assets taken in foreclosure of defaulted loans are primarily comprised of commercial and residential real property and are generally measured at the lower of cost or fair value less costs to sell. The fair value of the real property is generally determined using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace, and the related nonrecurring fair value measurement adjustments have generally been classified as Level 2. Assets taken in foreclosure of defaulted loans subject to nonrecurring fair value measurement were $27 million and $17 million at September 30, 2020 and 2019, respectively. Changes in fair value recognized for those foreclosed assets held by the Company were not material during the three-month and nine-month periods ended September 30, 2020 and 2019.
Capitalized servicing rights are initially measured at fair value in the Company’s consolidated balance sheet. The Company utilizes the amortization method to subsequently measure its capitalized servicing assets. In accordance with GAAP, the Company must record impairment charges, on a nonrecurring basis, when the carrying value of certain strata exceed their estimated fair value. To estimate the fair value of servicing rights, the Company considers market prices for similar assets, if available, and the present value of expected future cash flows associated with the servicing rights calculated using assumptions that market participants would use in estimating future servicing income and expense. Such assumptions include estimates of the cost of servicing loans, loan default rates, an appropriate discount rate, and prepayment speeds. For purposes of evaluating and measuring impairment of capitalized servicing rights, the Company stratifies such assets based on the predominant risk characteristics of the underlying financial instruments that are expected to have the most impact on projected prepayments, cost of servicing and other factors affecting future cash flows associated with the servicing rights. Such factors may include financial asset or loan type, note rate and term. The amount of impairment recognized is the amount by which the carrying value of the capitalized servicing rights for a stratum exceed estimated fair value. Impairment is recognized through a valuation allowance. The determination of fair value of capitalized servicing rights is considered a Level 3 valuation. Capitalized servicing rights related to residential mortgage loans of $165 million and $188 million at September 30, 2020 and December 31, 2019, respectively, required a valuation allowance of $27 million and $7 million, respectively. Significant unobservable inputs used in this Level 3 valuation included weighted-average prepayment speeds of 17.19% and 18.50% at September 30, 2020 and December 31, 2019, respectively, and a weighted-average option-adjusted spread of 900 basis points at each date. There was no impairment charge for
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capitalized servicing rights during the three months ended September 30, 2020, but a $20 million valuation charge was recognized during the nine months ended September 30, 2020. Changes recognized for impairment of capitalized servicing rights were $14 million and $23 million for the three months and nine months ended September 30, 2019, respectively.
Significant unobservable inputs to Level 3 measurements
The following tables present quantitative information about significant unobservable inputs used in the fair value measurements for certain Level 3 assets and liabilities at September 30, 2020 and December 31, 2019:
Valuation
Technique
Unobservable
Inputs/Assumptions
Range
(Weighted-
Average)
Recurring fair value measurements
Privately issued mortgage-
backed securities
Two independent pricing quotes
Net other assets (liabilities) (a)
Discounted cash flow
Commitment expirations
0% - 90%(18%)
0% - 99% (13%)
Other Level 3 assets (liabilities) consist of commitments to originate real estate loans.
Sensitivity of fair value measurements to changes in unobservable inputs
An increase (decrease) in the estimate of expirations for commitments to originate real estate loans would generally result in a lower (higher) fair value measurement. Estimated commitment expirations are derived considering loan type, changes in interest rates and remaining length of time until closing.
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Disclosures of fair value of financial instruments
The carrying amounts and estimated fair value for financial instrument assets (liabilities) are presented in the following table:
Carrying
Financial assets:
Cash and cash equivalents
1,437,569
51,663
7,816,236
7,670,141
73,239
Loans and leases:
Commercial loans and leases
27,422,525
Commercial real estate loans
37,582,084
36,343,024
336,039
36,006,985
Residential real estate loans
16,663,708
16,935,950
4,070,917
12,865,033
Consumer loans
16,309,608
16,149,710
96,851,209
4,406,956
92,444,253
Accrued interest receivable
429,751
Financial liabilities:
(44,201,670
(65,732,130
(4,329,550
(4,357,963
(899,989
(46,123
(5,458,885
(5,540,675
Accrued interest payable
(66,158
(122,985
Other financial instruments:
Commitments to originate real estate
loans for sale
Commitments to sell real estate loans
(10,010
Other credit-related commitments
(135,416
Interest rate swap agreements used for
interest rate risk management
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1,394,984
37,821
9,539,540
9,351,793
87,110
23,510,908
35,541,914
35,517,180
28,338
35,488,842
16,156,094
16,227,274
3,990,848
12,236,426
15,386,693
15,413,262
90,668,624
4,019,186
86,649,438
333,142
(32,396,407
(54,932,162
(5,757,456
(5,829,347
(1,684,044
(62,363
(6,986,186
(7,063,165
(105,374
(79,903
300
(136,470
With the exception of marketable securities, certain off-balance sheet financial instruments and mortgage loans originated for sale, the Company’s financial instruments are not readily marketable and market prices do not exist. The Company, in attempting to comply with the provisions of GAAP that require disclosures of fair value of financial instruments, has not attempted to market its financial instruments to potential buyers, if any exist. Since negotiated prices in illiquid markets depend greatly upon the then present motivations of the buyer and seller, it is reasonable to assume that actual sales prices could vary widely from any estimate of fair value made without the benefit of negotiations. Additionally, changes in market interest rates can dramatically impact the value of financial instruments in a short period of time.
The Company does not believe that the estimated information presented herein is representative of the earnings power or value of the Company. The preceding analysis, which is inherently limited in depicting fair value, also does not consider any value associated with existing customer relationships nor the ability of the Company to create value through loan origination, deposit gathering or fee generating activities. Many of the estimates presented herein are based upon the use of highly subjective information and assumptions and, accordingly, the results may not be precise. Management believes that fair value estimates may not be comparable between financial institutions due to the wide range of permitted valuation techniques and numerous estimates which must be made. Furthermore, because the disclosed fair value amounts were estimated as of the balance sheet date, the amounts actually realized or paid upon maturity or settlement of the various financial instruments could be significantly different.
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12. Commitments and contingencies
In the normal course of business, various commitments and contingent liabilities are outstanding. The following table presents the Company's significant commitments. Certain of these commitments are not included in the Company's consolidated balance sheet.
Commitments to extend credit
Home equity lines of credit
5,557,722
5,442,160
Commercial real estate loans to be sold
216,353
164,076
Other commercial real estate
8,031,403
9,029,608
Residential real estate loans to be sold
1,134,097
423,056
Other residential real estate
712,964
448,375
Commercial and other
19,921,166
16,170,731
Standby letters of credit
2,354,799
2,441,432
Commercial letters of credit
32,422
41,059
Financial guarantees and indemnification contracts
4,250,654
4,108,572
1,895,436
906,037
Commitments to extend credit are agreements to lend to customers, generally having fixed expiration dates or other termination clauses that may require payment of a fee. In addition to the amounts in the preceding table, the Company had discretionary funding commitments to commercial customers of $10.1 billion and $9.1 billion at September 30, 2020 and December 31, 2019, respectively, that the Company had the unconditional right to cancel prior to funding. Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party, whereas commercial letters of credit are issued to facilitate commerce and typically result in the commitment being funded when the underlying transaction is consummated between the customer and a third party. The credit risk associated with commitments to extend credit and standby and commercial letters of credit is essentially the same as that involved with extending loans to customers and is subject to normal credit policies. Collateral may be obtained based on management's assessment of the customer's creditworthiness.
Financial guarantees and indemnification contracts are oftentimes similar to standby letters of credit and include mandatory purchase agreements issued to ensure that customer obligations are fulfilled, recourse obligations associated with sold loans, and other guarantees of customer performance or compliance with designated rules and regulations. Included in financial guarantees and indemnification contracts are loan principal amounts sold with recourse in conjunction with the Company's involvement in the Fannie Mae Delegated Underwriting and Servicing program. The Company's maximum credit risk for recourse associated with loans sold under this program totaled approximately $3.9 billion at each of September 30, 2020 and December 31, 2019.
Since many loan commitments, standby letters of credit, and guarantees and indemnification contracts expire without being funded in whole or in part, the contract amounts are not necessarily indicative of future cash flows.
The Company utilizes commitments to sell real estate loans to hedge exposure to changes in the fair value of real estate loans held for sale. Such commitments are considered derivatives and along with commitments to originate real estate loans to be held for sale are generally recorded in the consolidated balance sheet at estimated fair market value.
The Company is contractually obligated to repurchase previously sold residential real estate loans that do not ultimately meet investor sale criteria related to underwriting procedures or loan documentation. When required to do so, the Company may reimburse loan purchasers for losses incurred or may repurchase certain loans. The Company reduces residential mortgage banking revenues by an estimate for losses related to its obligations to loan purchasers.
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12. Commitments and contingencies, continued
The amount of those charges is based on the volume of loans sold, the level of reimbursement requests received from loan purchasers and estimates of losses that may be associated with previously sold loans. At September 30, 2020, the Company believes that its obligation to loan purchasers was not material to the Company’s consolidated financial position.
M&T and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings and matters in which claims for monetary damages are asserted. On an on-going basis management, after consultation with legal counsel, assesses the Company’s liabilities and contingencies in connection with such proceedings. For those matters where it is probable that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its consolidated financial statements. To the extent pending or threatened litigation could result in exposure in excess of the recorded liability, the amount of such excess is not currently estimable. Although not considered probable, the range of reasonably possible losses for such matters in the aggregate, beyond the existing recorded liability, was estimated to be between $0 and $25 million as of September 30, 2020. Although the Company does not believe that the outcome of pending legal matters will be material to the Company’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future.
13. Segment information
Reportable segments have been determined based upon the Company's internal profitability reporting system, which is organized by strategic business unit. Certain strategic business units have been combined for segment information reporting purposes where the nature of the products and services, the type of customer and the distribution of those products and services are similar. The reportable segments are Business Banking, Commercial Banking, Commercial Real Estate, Discretionary Portfolio, Residential Mortgage Banking and Retail Banking.
The financial information of the Company's segments was compiled utilizing the accounting policies described in note 22 of Notes to Financial Statements in the 2019 Annual Report. The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to GAAP. As a result, the financial information of the reported segments is not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data.
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13. Segment information, continued
Information about the Company's segments is presented in the following table:
Revenues(a)
Inter-
segment
Revenues
(Loss)
131,566
(1
35,614
143,741
912
46,147
276,125
117
131,414
282,757
980
132,668
202,987
(17
87,095
238,364
458
131,161
140,135
(10,748
97,399
50,871
(10,550
29,604
161,151
22,190
45,318
115,239
19,363
15,846
351,312
268
85,229
432,339
1,808
131,638
200,380
(11,809
(109,933
294,358
(12,971
(6,983
1,463,656
1,557,669
407,485
1,028
106,103
423,830
2,772
131,668
855,426
1,419
386,176
828,357
2,707
388,393
653,405
452
311,586
682,979
1,218
370,288
328,181
(33,646
218,758
175,764
(29,140
106,816
428,757
64,623
107,334
295,449
51,027
36,429
1,107,516
802
281,973
1,299,823
7,106
417,198
633,461
(34,678
(529,918
955,868
(35,690
(14,709
4,414,231
4,662,070
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Average Total Assets
Year Ended
December 31
(In millions)
7,902
5,758
5,793
30,450
28,089
28,142
25,594
23,893
23,921
27,878
29,355
29,081
3,530
2,444
2,611
16,231
14,839
15,083
20,845
14,206
14,953
132,430
118,584
119,584
Total revenues are comprised of net interest income and other income. Net interest income is the difference between taxable-equivalent interest earned on assets and interest paid on liabilities owed by a segment and a funding charge (credit) based on the Company's internal funds transfer and allocation methodology. Segments are charged a cost to fund any assets (e.g. loans) and are paid a funding credit for any funds provided (e.g. deposits). The taxable-equivalent adjustment aggregated $4,019,000 and $5,579,000 for the three-month periods ended September 30, 2020 and 2019, respectively, and $13,316,000 and $17,471,000 for the nine-month periods ended September 30, 2020 and 2019, respectively, and is eliminated in "All Other" total revenues. Intersegment revenues are included in total revenues of the reportable segments. The elimination of intersegment revenues is included in the determination of "All Other" total revenues.
14. Relationship with Bayview Lending Group LLC and Bayview Financial Holdings, L.P.
M&T holds a minority interest in Bayview Lending Group LLC ("BLG"), a privately-held commercial mortgage company. That investment had no remaining carrying value at September 30, 2020 as a result of cumulative losses recognized and cash distributions received in prior years. Income recognized by M&T is included in other revenues from operations and totaled $23 million and $37 million for the nine-month periods ended September 30, 2020 and 2019, respectively. There was no similar income recognized during the three-month periods ended September 30, 2020 and 2019.
Bayview Financial Holdings, L.P. (together with its affiliates, "Bayview Financial"), a privately-held specialty finance company, is BLG's majority investor. In addition to their common investment in BLG, the Company and Bayview Financial conduct other business activities with each other. The Company has obtained loan servicing rights for mortgage loans from BLG and Bayview Financial having outstanding principal balances of $2.0 billion and $2.2 billion at September 30, 2020 and December 31, 2019, respectively. Revenues from those servicing rights were $2 million and $3 million for the three-month periods ended September 30, 2020 and 2019, respectively, and $7 million and $9 million for the nine-month periods ended September 30, 2020 and 2019, respectively. The Company sub-services residential mortgage loans for Bayview Financial having outstanding principal balances of $67.0 billion and $62.8 billion at September 30, 2020 and December 31, 2019, respectively. Revenues earned for sub-servicing loans for Bayview Financial were $30 million and $33 million for the three-month periods ended September 30, 2020 and 2019, respectively and $101 million and $90 million for the nine-month periods ended September 30, 2020 and 2019, respectively. In addition, the Company held $80 million and $93 million of mortgage-backed securities in its held-to-maturity portfolio at September 30, 2020 and December 31, 2019, respectively, that were securitized by Bayview Financial. At September 30, 2020, the Company held $164 million of Bayview Financial’s $1.0 billion syndicated loan facility. Also, in the second quarter the Company extended two $100 million secured loan facilities to certain funds managed by Bayview Financial. One of the two loans was still outstanding as of September 30, 2020 with a remaining balance of $87 million.
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15. Recent accounting developments
The following table provides a description of accounting standards that were adopted by the Company in 2020 as well as standards that are not effective that could have an impact to M&T’s consolidated financial statements upon adoption.
Standard
Description
Required date
of adoption
Effect on consolidated financial statements
Standards Adopted in 2020
Measurement of Credit Losses on Financial Instruments
The amended guidance replaces the incurred loss model for determining the allowance for credit losses. The guidance requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The allowance for credit losses will represent a valuation account that is deducted from the amortized cost basis of the financial assets to present their net carrying value at the amount expected to be collected. The income statement will reflect the measurement of credit losses for newly recognized financial assets as well as expected increases or decreases of expected credit losses that have taken place during the period. When determining the allowance, expected credit losses over the contractual term of the financial asset(s) (taking into account prepayments) will be estimated considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. The amended guidance also requires recording an allowance for credit losses for purchased financial assets with a more-than-insignificant amount of credit deterioration since origination. The initial allowance for these assets will be added to the purchase price at acquisition rather than being reported as an expense. Subsequent changes in the allowance will be recorded in the income statement as an adjustment the to the provision for credit losses. In addition, the amended guidance requires credit losses relating to debt securities to be recorded through an allowance for credit losses.
The Company adopted the guidance on January 1, 2020. The Company’s approach for estimating current expected credit losses for loans includes utilizing macro-economic assumptions to project losses over a two-year reasonable and supportable forecast period. Subsequent to the forecast period, the Company reverts to longer term historical loss experience to estimate expected credit losses over the remaining contractual life.
Based on portfolio composition, then current economic conditions, and reasonable and supportable forecasts of future conditions, the Company recognized an increase to the allowance for credit losses of $132 million upon adoption of the standard as of January 1, 2020 as compared with the allowance for credit losses recognized on its consolidated balance sheet at December 31, 2019. The $132 million increase was recognized as a cumulative-effect adjustment to retained earnings as of January 1, 2020.
The effect on the allowance for credit losses was primarily attributable to increases in reserves for residential mortgage loans and consumer loans, which generally have longer estimated lives as compared with commercial and commercial real estate loans. The adoption did not have a material effect on the allowance for credit losses for debt securities.
Simplifying the Test for Goodwill Impairment
The amended guidance eliminates step 2 from the goodwill impairment test.
The Company adopted the amended guidance effective January 1, 2020 using a prospective transition method and will incorporate the guidance as necessary when circumstances arise for the guidance to be utilized. The Company does not expect the guidance will have a material impact on its consolidated financial statements, unless at some point in the future one of its reporting units were to fail step 1 of the goodwill impairment test.
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15. Recent accounting developments, continued
Changes to the Disclosure Requirements for Fair Value Measurements
The amended guidance modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurements. The amendments are a result of the disclosure framework project that focuses on improvements to the effectiveness of disclosures in the notes to financial statements. The amendments remove, modify, and add certain disclosure requirements. The disclosure requirements removed relating to public companies are (1) the amount and reason for transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels, and (3) the valuation process for Level 3 fair value measurements. The disclosure requirements modified relating to public companies are (1) for investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s asset and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly, and (2) the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as a result of the use of unobservable inputs. The disclosure requirements added relating to public companies are (1) to disclose the changes in unrealized gains and losses for the period for recurring Level 3 fair value measurements, and (2) to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.
The Company adopted the amended guidance effective January 1, 2020. A prospective transition method is being used for the amendments relating to disclosures being added under the guidance. Such disclosures relate to changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty. All other amendments relating to removing or modifying certain disclosures are applied retrospectively. The adoption of the guidance did not have a material impact on the Company’s consolidated financial statements.
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
The amended guidance requires a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize and which costs to expense.
The Company adopted the amended guidance effective January 1, 2020 using a prospective transition method. The impact of the guidance on the Company’s consolidated financial statements is dependent on the nature and amount of actual expenditures, but was not material for the nine months ended September 30,2020.
Improvements to Related Party Guidance for VIEs
The amended guidance requires that indirect interests held through related parties in common control arrangements should be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests.
The guidance did not have a material impact on the Company’s consolidated financial statements.
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Standards Not Yet Adopted as of September 30, 2020
Changes to the Disclosure Requirements for Defined Benefit Plans
The amended guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The disclosure requirements being removed relating to public companies are (1) the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year, (2) the amount and timing of plan assets expected to be returned to the employer, (3) the 2001 disclosure requirement relating to Japanese Welfare Pension Insurance Law, (4) related party disclosures about the amount of future annual benefits covered by insurance, and (5) the effects of a one-percentage-point change in assumed health care cost trends on the benefit cost and obligation. The disclosure requirements being added relating to public companies are (1) the weighted-average interest crediting rates for cash balance plans , and (2) an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period.
January 1, 2021
Early adoption permitted
The amendments should be applied retrospectively. The Company does not expect the guidance to have a material impact on its consolidated financial statements.
Clarifying the Interactions Between Equity Securities, Equity Method and Joint Ventures, and Derivatives and Hedging
The amendments clarify the following guidance:
1. That an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in the equity securities investments guidance immediately before applying or upon discontinuing the equity method of accounting.
2. For the purpose of applying the derivatives and hedging guidance an entity should not consider whether, upon the settlement of a forward contract or exercise of a purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method of accounting or the fair value option in accordance with the financial instruments guidance. An entity also would evaluate the remaining characteristics in the derivatives and hedging guidance to determine the accounting for those forward contracts and purchased options.
The amendments should be applied on a prospective basis. The Company does not expect the guidance will have a material impact on its consolidated financial statements.
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Simplifying the Accounting for Income Taxes
The amendments remove the following exceptions for accounting for income taxes:
1. Exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income)
2. Exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment
3. Exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary
4. Exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year.
The amendments also simplify the accounting for income taxes by doing the following:
1. Requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax.
2. Requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction.
3. Specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements. However, an entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority.
4. Requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date.
5. Making minor Codification improvements for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method.
The amendments related to separate financial statements of legal entities that are not subject to tax should be applied on a retrospective basis for all periods presented. The amendments related to changes in ownership of foreign equity method investments or foreign subsidiaries should be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The amendments related to franchise taxes that are partially based on income should be applied on either a retrospective basis for all periods presented or a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. All other amendments should be applied on a prospective basis.
Early adoption of the amendments in an interim period would require recognition of any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an early adoption election would require adoption of all the amendments in the same period. The Company does not expect the guidance to have a material impact on its consolidated financial statements.
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Reference Rate Reform
The amendments provide optional expedients and exceptions for applying GAAP to contracts,hedging
relationships, and other transactions affected by reference rate reform. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments (1) apply to contract modifications that replace a reference rate affected by reference rate reform, (2) provide exceptions to existing guidance related to changes to the critical terms of a hedging relationship due to reference rate reform (3) provide optional expedients for fair value hedging relationships, cash flow hedging relationships, and net investment hedging relationships, and (4) provide a onetime election to sell, transfer, or both sell and transfer debt securities classified as held to maturity that reference a rate affected by reference rate reform and that are classified as held to maturity before January 1, 2020.
Beginning
March 12, 2020
The amendments for contract modifications can be elected to be applied as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020. The amendments for existing hedging relationships can be elected to be applied as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. The Company does not expect the guidance to have a material impact on its consolidated financial statements.
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Changes to Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity
The amendments reduce the number of accounting models for convertible debt instruments and convertible preferred stock. The amendments also reduce form-over-substance-based guidance for the derivatives scope exception for contacts in an entity’s own equity. For convertible instruments, embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate on the instrument. The amendments also require certain changes to EPS calculations for convertible instruments as well as additional disclosures relating to conditions that cause conversion features to be met.
For contacts in an entity’s own equity, the amendments revise the derivatives scope exception guidance as follows:
1. Remove the settlement in unregistered shares, collateral, and shareholder rights conditions from the settlement guidance.
2. Clarify that payment penalties for failure to timely file do not preclude equity classification.
3. Require instruments that are required to be classified as an asset or liability to be measured subsequently at fair value, with changes reported in earnings and disclosed in the financial statements. 4. Clarifiy that the scope of the disclosure requirements in the Contracts in an Entity’s Own Equity section of the Derivatives guidance applies only to freestanding instruments.
5. Clarify that the scope of the reassessment guidance in the Contracts in an Entity’s Own Equity section of the Derivatives guidance applies to both freestanding instruments and embedded features.
January 1, 2022
Early adoption permitted but no earlier than January 1, 2021
The amendments can be applied either on a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, the guidance should be applied to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If applying the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented.
The fair value option is allowed to be irrevocably elected for any financial instrument that is a convertible security upon adoption of the amendments.
The Company has not yet decided on which transition method will be applied to the extent applicable. The Company does not expect the guidance will have a material impact on its consolidated financial statements.
- 52 -
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
Net income for M&T Bank Corporation (“M&T”) in the third quarter of 2020 was $372 million compared with $480 million in the corresponding quarter of 2019 and $241 million in the second quarter of 2020. Diluted and basic earnings per common share were $2.75 in the recent quarter, $3.47 in the third quarter of 2019 and $1.74 in the second quarter of 2020. Net income totaled $882 million or $6.42 of diluted and basic earnings per common share during the first nine months of 2020, compared with $1.44 billion or $10.16 of diluted and basic earnings per common share in the similar period of 2019.
The annualized rate of return on average total assets for M&T and its consolidated subsidiaries (“the Company”) in 2020’s third quarter was 1.06%, compared with 1.58% in the year-earlier quarter and .71% in the second quarter of 2020. The annualized rate of return on average common shareholders’ equity was 9.53% in the recent quarter, 12.73% in the third quarter of 2019 and 6.13% in the second 2020 quarter. During the nine-month period ended September 30, 2020, the annualized rates of return on average assets and average common shareholders’ equity were .89% and 7.57%, respectively, compared with 1.62% and 12.85%, respectively, in the first nine months of 2019.
Effective January 1, 2020, M&T adopted amended accounting guidance for the measurement of credit losses on financial instruments. That guidance requires an allowance for credit losses to be deducted from the amortized cost basis of financial assets to present the net carrying value that is expected to be collected over the contractual term of the assets considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. The new accounting guidance replaced the previous incurred loss model for determining the allowance for credit losses. The adoption of the amended guidance resulted in a $132 million increase in the allowance for credit losses as of January 1, 2020. Additional information on the new accounting guidance is provided under the heading “Provision for Credit Losses” and in note 3 of Notes to Financial Statements.
Financial results for the first three quarters of 2020 have been adversely impacted by the Coronavirus Disease 2019 (“COVID-19”) pandemic. Large portions of the U.S. economy were substantially curtailed for extended periods of time and, as a result, many commercial and consumer customers were adversely impacted. Specifically, those adverse economic impacts, coupled with the accounting change noted previously, resulted in the Company recognizing significantly higher provisions for credit losses during the first three quarters of 2020 as compared with previous years. The provision for credit losses in the recent quarter was $150 million, compared with $325 million in the second 2020 quarter, $250 million in the first quarter of 2020 and $45 million in the third quarter of 2019. For the nine-month periods ended September 30, 2020 and 2019, the provision totaled $725 million and $122 million, respectively. The 2020 periods reflect the new accounting guidance for the measurement of expected credit losses on financial instruments. Prior to 2020, the provision for credit losses reflected incurred losses only. In response to the pandemic, the Federal Reserve has taken action to lower interest rates that has negatively affected the Company’s net interest income. Taxable-equivalent net interest income totaled $947 million and $961 million in the third and second quarters of 2020, respectively, compared with $1.04 billion in the third quarter of 2019. For the first nine months of each year, taxable-equivalent net interest income was $2.89 billion in 2020 and $3.14 billion in 2019.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. Among other things, the CARES Act provides relief to borrowers, including the opportunity to defer loan payments while not negatively affecting their credit standing, and also provides funding opportunities for small businesses under the Paycheck Protection Program (“PPP”) from approved Small Business Administration (“SBA”) lenders, including M&T Bank. For commercial and consumer customers, the Company has provided a host of relief options, including loan maturity extensions, payment deferrals, fee waivers and low interest rate loan products. M&T Bank funded PPP loans during 2020 that totaled $6.5 billion at September 30, 2020.
Updated economic forecasts at the end of each of the first three quarters of 2020 resulted in higher estimates of expected credit losses in the Company’s loan portfolio than at January 1, 2020, resulting in higher levels of the provision for credit losses in each of those quarters as compared with the comparable 2019 periods. Specifically, for
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the third quarter of 2020, the level of the provision reflects the ongoing impacts of the pandemic on economic activity in the hospitality and retail sectors, the uncertainty at September 30, 2020 coming from Washington, D.C. over providing additional stimulus to the economy, and concerns about ultimate collectibility of commercial real estate loans where the borrowers are requesting re-payment forbearance. The Company expects that it will continue to be negatively impacted by the COVID-19 pandemic after September 30, 2020 and believes that the pandemic could have a material impact on its future financial results. Specifically, the Company expects the following balance sheet and income statement categories to be affected:
Net interest income and net interest margin –the low interest rate environment will continue to negatively affect the Company’s net interest margin;
Provision for credit losses – although the economy has seen some signs of recovery during the recent quarter, it is possible that deteriorating economic assumptions used to calculate the allowance for credit losses at the end of future reporting periods could result in continued higher levels of the provision and allowance for credit losses. In addition, the impact on borrowers’ ability to repay loans could be negatively affected, potentially leading to increased charge-offs;
Significant portions of noninterest income could be adversely affected. For example, consumer deposit service charge fees may continue to be lower than historical levels due to lower customer transaction activity; credit card interchange volumes may be lower than historical norms, resulting in lower fees, until the economy returns to pre-pandemic activity levels; and portions of trust income may be reduced due to fee waivers associated with proprietary money market mutual fund management fees; and
A resurgence of the pandemic in large parts of the country may result in government mandates that could impact customer demand for many of the Company’s credit-related products and other services.
The national effort to mitigate the pandemic has resulted in a challenging environment for businesses and their employees. The Company has taken actions designed to help provide a safe environment for its customers and employees and to provide relief to customers in a variety of ways. Examples of those actions include:
The deployment of a Pandemic Response Plan to manage the pandemic’s effects on operations, employees and customers, including seeking to ensure employee safety, maintaining continuity of operations and service levels for customers, preserving the Company’s financial strength, and complying with applicable laws and regulations. Actions have included placing restrictions on travel, implementing social distancing, health screening, sanitation and other protocols, and mandating for all employees whose jobs can be performed remotely to work from home where possible. The Company continues to assess the appropriateness of employees returning to the office while seeking to ensure a safe work environment;
Nearly all M&T Bank branches remain open, with open lobbies and normal access to drive-through windows and ATMs;
Approximately 90% of the Company’s non-branch employees continue to work remotely;
While down significantly from June 30 due to customers not requesting an extension of previously granted relief terms, many loan customers are still receiving COVID-19 related relief in various forms, including modification and forbearance requests as of September 30, 2020 as follows:
Commercial – 1,500 customers with balances of $5.9 billion, down from $14.0 billion at June 30 (including loans to automobile and recreation finance dealers of $63 million and $4.2 billion at September 30 and June 30 respectively);
Residential real estate – 13,500 customers with balances of $3.3 billion (excluding approximately 62,000 customers with balances of $10.1 billion that are serviced for others and, therefore not included in the Company’s assets), up from $2.3 billion at June 30 reflecting the impact of modified government-guaranteed loans repurchased by the Company from the portfolio of loans serviced for others and not previously included in the Company’s assets;
Consumer – including automobile, recreational finance, home equity lines and loans, credit cards and personal loans – 4,200 customers with balances of $131 million, down from $685 million at June 30.
Paycheck Protection Program – At September 30, 2020, 34,600 customers have outstanding loans totaling $6.5 billion, little changed from June 30; and
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Waiving certain types of transaction and maintenance fees for consumer and small business deposit account relationships.
Notable events reflected in the Company’s financial results for the first nine months of 2019 included the following:
In July 2019, M&T agreed to sell its non-controlling interest in an asset manager obtained in the 2011 acquisition of Wilmington Trust Corporation that had been accounted for using the equity method of accounting and, as a result, as of June 30, 2019 recorded a $48 million charge (reflected in “other costs of operations”) to reduce the carrying value of the investment to its net realizable value. Similar to other active investment managers, the investee entity had experienced a decrease in assets under management and during the second quarter of 2019 the entity’s chief executive and investment officer announced his retirement. Following that announcement, successor management submitted a proposal to M&T to restructure the organization of the entity. The after-tax impact of the charge was a reduction in net income of $36 million, or $.27 of diluted earnings per common share in the second quarter of 2019. The sale of M&T’s interest in the asset manager was effective September 30, 2019.
During the first quarter of 2019, the Company increased its reserve for legal matters by $50 million in conjunction with matters associated with a subsidiary’s role as trustee of Employee Stock Ownership Plans in its Institutional Client Services business. That increase, on an after-tax basis, reduced net income in that quarter by $37 million, or $.27 of diluted earnings per common share. Also during that quarter, M&T realized $37 million of distributed income from Bayview Lending Group LLC (“BLG”), increasing net income by $28 million, or $.20 of diluted earnings per common share. A similar distribution of $23 million was received in the first quarter of 2020, increasing net income by $17 million, or $.13 of diluted earnings per common share.
Supplemental Reporting of Non-GAAP Results of Operations
M&T consistently provides supplemental reporting of its results on a “net operating” or “tangible” basis, from which M&T excludes the after-tax effect of amortization of core deposit and other intangible assets (and the related goodwill, core deposit intangible and other intangible asset balances, net of applicable deferred tax amounts) and expenses associated with merging acquired operations (when incurred) into the Company, since such items are considered by management to be “nonoperating” in nature. Although “net operating income” as defined by M&T is not a GAAP measure, M&T’s management believes that this information helps investors understand the effect of acquisition activity in reported results.
Net operating income totaled $375 million in the third quarter of 2020, compared with $484 million in the year-earlier quarter. Diluted net operating earnings per common share in the third quarters of 2020 and 2019 were $2.77 and $3.50, respectively. Net operating income and diluted net operating earnings per share were $244 million and $1.76, respectively, in the second quarter of 2020. For the first nine months of 2020, net operating income and diluted net operating earnings per common share were $891 million and $6.49, respectively, compared with $1.45 billion and $10.24, respectively, in the corresponding 2019 period.
Net operating income in the recent quarter expressed as an annualized rate of return on average tangible assets was 1.10%, compared with 1.66% in the third quarter of 2019 and .74% in the 2020’s second quarter. Net operating income represented an annualized return on average tangible common equity of 13.94% in the third quarter of 2020, 18.85% in the year-earlier quarter and 9.04% in the second quarter of 2020. For the first three quarters of 2020, net operating income represented an annualized return on average tanglibe assets and average tanglible common shareholders’ equity of .93% and 11.15%, respectively, compared with 1.70% and 19.07%, respectively, in the first nine months of 2019.
Reconciliations of GAAP amounts with corresponding non-GAAP amounts are provided in table 2.
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Taxable-equivalent Net Interest Income
Taxable-equivalent net interest income was $947 million in the third quarter of 2020, compared with $1.04 billion in the year-earlier quarter. That decline resulted predominantly from an 83 basis point (hundredths of one percent) narrowing of the net interest margin, or taxable-equivalent net interest income expressed as an annualized percentage of average earning assets, to 2.95% in the recent quarter from 3.78% in the third quarter of 2019. The narrowing of the net interest margin was largely the result of declines in rates earned on loans and deposits at the Federal Reserve Bank of New York, reflecting the lower interest rate environment due to actions initiated by the Federal Reserve to decrease its target Federal funds rate three times in the second half of 2019 (each by a .25% increment) and twice in March of 2020 (first by .50%, than another by 1.0%). The impact of the recent quarter’s lower net interest margin on net interest income was partially offset by an increase in average earning assets of $19.0 billion from the year-earlier quarter. The increase in average earning assets in the recent quarter as compared with the third quarter of 2019 resulted from higher average balances of loans and leases and interest-bearing deposits at the Federal Reserve Bank of New York, partially offset by lower average investment securities balances. Taxable-equivalent net interest income in the recent quarter declined $14 million, or 1%, from the second quarter of 2020 primarily driven by an 18 basis point narrowing of the net interest margin from 3.13% in the prior quarter, partially offset by a $4.2 billion rise in average earning assets.
For the first nine months of 2020, taxable-equivalent net interest income was $2.89 billion, down 8% from $3.14 billion in the corresponding 2019 period. That decrease was primarily attributable to a 69 basis point narrowing of the margin to 3.22% in the 2020 period from 3.91% in the year-earlier period, partially offset by a $12.4 billion increase in average earning assets.
Average loans and leases totaled $98.2 billion in the third quarter of 2020, up $8.1 billion or 9% from $90.1 billion in the similar quarter of 2019. Commercial loans and leases averaged $28.3 billion in the third quarter of 2020, $5.0 billion or 21% higher than in the year-earlier quarter. That increase was the result of average outstanding PPP loans of $6.5 billion that were predominantly funded in the second quarter of 2020. Average commercial real estate loans were $37.2 billion in the recent quarter, up $2.0 billion, or 6%, from $35.2 billion in the similar 2019 quarter. Included in average commercial real estate loans in the third quarters of 2020 and 2019 were loans held for sale of $260 million and $492 million, respectively. Reflecting the offsetting impacts of ongoing repayments of loans by customers and repurchases of government-guaranteed loans from Ginnie Mae pools that are serviced by the Company, average residential real estate loans declined $115 million or 1% to $16.6 billion in the third quarter of 2020 from $16.7 billion in the year-earlier quarter. The Company repurchases government-guaranteed loans to reduce associated servicing costs, namely a requirement to advance principal and interest payments that had not been received from individual mortgagors, including payments deferred under COVID-19 forbearance arrangements. The loans repurchased from Ginnie Mae pools averaged $2.1 billion in the recent quarter, including $1.6 billion of repurchases during the quarter, up from $889 million in the year-earlier period. Also included in average residential real estate loans were loans held for sale of $494 million in the recent quarter and $327 million in the third quarter of 2019. Consumer loans averaged $16.1 billion in the third quarter of 2020, up $1.2 billion, or 8%, from $14.9 billion in the year-earlier quarter, due to growth in average recreational finance loans (consisting predominantly of loans secured by recreational vehicles and boats) and, to a lesser extent, automobile loans that was partially offset by declines in outstanding balances of home equity loans and lines of credit.
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Average loan and lease balances in the third quarter of 2020 increased $413 million from $97.8 billion in the second quarter of 2020. Commercial loan and lease average balances in the recent quarter were down $1.4 billion, or 5%, from $29.7 billion in the second quarter of 2020. That decline was due to lower outstanding balances of floor plan inventory loans to dealers that were largely seasonal in nature. Average commercial real estate loans in the third quarter of 2020 increased $296 million from $36.9 billion in the second quarter of 2020. Commercial real estate loans held for sale averaged $287 million in the second quarter of 2020. Average balances of residential real estate loans in the recently completed quarter rose $958 million, or 6%, from $15.6 billion in 2020’s second quarter, predominantly reflecting the repurchases of government guaranteed loans of $1.6 billion. The repurchased loans averaged $2.1 billion in 2020’s third quarter, compared with $774 million in the immediately preceding quarter. Residential real estate loans held for sale averaged $406 million in the second quarter of 2020. Average consumer loans in the recent quarter increased $558 million, or 4%, from $15.5 billion in 2020’s second quarter, reflecting growth in recreational finance loans. The accompanying table summarizes quarterly changes in the major components of the loan and lease portfolio.
AVERAGE LOANS AND LEASES
(net of unearned discount)
Percent Increase
(Decrease) from
3rd Qtr.
2nd Qtr.
Commercial, financial, etc.
28,333
Real estate — commercial
37,243
Real estate — consumer
16,558
6,696
11
4,153
3,831
1,396
Total consumer
16,076
98,210
For the first nine months of 2020, average loans and leases totaled $95.9 billion, up 7%, from $89.2 billion in the corresponding 2019 period. Contributing to the rise were a $4.2 billion increase in average commercial loan and lease balances (due largely to PPP loans), a $1.9 billion increase in average commercial real estate loans and a $1.3 billion increase in average consumer loan balances, partially offset by a $746 million decline in average residential real estate loan balances.
The investment securities portfolio averaged $7.9 billion in the third quarter of 2020, down $3.2 billion, or 29%, from $11.1 billion in the year-earlier quarter and $624 million lower than the $8.5 billion averaged in the second quarter of 2020. For the first nine months of 2020 and 2019, investment securities averaged $8.5 billion and $12.1 billion, respectively. As compared with the 2019 periods, the lower average balances in the three-month and nine-month periods ended September 30, 2020 reflect maturities of U.S. Treasury notes and pay downs of mortgage-backed securities. The decline from the second to the third quarter of 2020 resulted from pay downs of mortgage-backed securities. There were no significant sales of investment securities during the first nine months of 2020 or 2019. During the first quarter of 2019, the Company purchased $500 million of U.S. Treasury notes. There were no other significant purchases of investment securities during the first nine months of 2020 or 2019. The Company routinely has increases and decreases in its holdings of capital stock of the Federal Home Loan Bank of New York and the Federal Reserve Bank of New York. Those holdings are accounted for at cost and are adjusted based on amounts of outstanding borrowings and available lines of credit with those entities.
The investment securities portfolio is predominantly comprised of residential mortgage-backed securities, short term U.S. Treasury and federal agency notes, and certain other debt and marketable equity securities. Investment
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securities also include capital stock of the Federal Home Loan Bank of New York and the Federal Reserve Bank of New York. When purchasing investment securities, the Company considers its liquidity position and its overall interest-rate risk profile as well as the adequacy of expected returns relative to risks assumed, including prepayments. The Company may occasionally sell investment securities as a result of changes in interest rates and spreads, actual or anticipated prepayments, credit risk associated with a particular security, or as a result of restructuring its investment securities portfolio in connection with a business combination. The amounts of investment securities held by the Company are influenced by factors such as demand for loans, which generally yield more than investment securities and other earning assets, ongoing repayments, the levels of deposits, and management of liquidity and balance sheet size and resulting capital ratios.
Fair value changes in equity securities with readily determinable fair values are recognized in the consolidated statement of income. Net unrealized gains on such equity securities were $3 million in the recent quarter, compared with $4 million in the third quarter of 2019 and $7 million in the second 2020 quarter. Net unrealized losses on equity securities were $11 million during the first nine months of 2020, compared with net unrealized gains of $24 million in the prior year period. Those gains and losses were predominantly related to the Company’s holdings of Fannie Mae and Freddie Mac preferred stock.
The Company regularly reviews its debt investment securities for declines in value below amortized cost that might be indicative of credit-related losses. In light of such reviews, there were no credit-related losses on debt investment securities recognized in either of the nine-month periods ended September 30, 2020 or 2019. Based on management’s assessment of future cash flows associated with individual investment securities as of September 30, 2020, the Company did not expect to incur any material credit-related losses in its portfolios of debt investment securities. Additional information about the investment securities portfolio is included in notes 2 and 11 of Notes to Financial Statements.
Other earning assets include interest-bearing deposits at the Federal Reserve Bank of New York and other banks, trading account assets, federal funds sold and agreements to resell securities. Those other earning assets in the aggregate averaged $21.6 billion in the third quarter of 2020, compared with $7.5 billion in the year-earlier quarter and $17.2 billion in the second quarter of 2020. Interest-bearing deposits at banks averaged $16.4 billion, $7.4 billion and $16.5 billion for the three months ended September 30, 2020, September 30, 2019 and June 30, 2020, respectively. The amounts of interest-bearing deposits at banks at the respective dates were predominantly comprised of deposits held at the Federal Reserve Bank of New York. The levels of those deposits often fluctuate due to changes in trust-related deposits and other deposits of commercial entities, purchases or maturities of investment securities, or borrowings to manage the Company’s liquidity. The higher amount at September 30, 2020 and June 30, 2020 as compared with the prior year period reflects the impact of increased commercial and consumer deposit balances. Agreements to resell securities averaged $5.1 billion, $18 million and $692 million during the quarters ended September 30, 2020, September 30, 2019 and June 30, 2020, respectively. The higher average balance in the recent quarter also reflects the impact of increased customer deposit levels.
As a result of the changes described herein, average earning assets totaled $127.7 billion in the third quarter of 2020, compared with $108.6 billion in the year-earlier quarter and $123.5 billion in the second 2020 quarter. Average earning assets totaled $119.8 billion and $107.4 billion during the first nine months of 2020 and 2019, respectively.
The most significant source of funding for the Company is core deposits. The Company considers noninterest-bearing deposits, interest-bearing transaction accounts, savings deposits and time deposits of $250,000 or less as core deposits. The Company’s branch network is its principal source of core deposits, which generally carry lower interest rates than wholesale funds of comparable maturities. Average core deposits totaled $110.6 billion in the third quarter of 2020, compared with $88.8 billion in the similar 2019 quarter. The increase in average core deposits in the recent quarter as compared with the third quarter of 2019 reflected higher balances of noninterest-bearing deposits and savings and interest-checking deposits. Average balances of savings and interest-checking core deposits rose $8.7 billion or 16% to $61.7 billion in the third 2020 quarter from $53.0 billion in the year-earlier quarter. Average noninterest-bearing deposits increased $14.2 billion or 47% to $44.8 billion in the recent quarter from $30.6 billion in the third 2019 quarter. Those increases were largely due to higher average deposits of commercial
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customers, but also reflect higher levels of consumer deposits and deposits associated with residential mortgage servicing activities. Average core deposits were $106.1 billion in the second quarter of 2020. Average savings and interest-checking core deposits increased $2.7 billion or 5% in the third 2020 quarter from $59.0 billion in the immediately preceding quarter. Average noninterest-bearing deposits in the recent quarter were $2.3 billion or 5% higher than the second quarter 2020 average of $42.5 billion predominantly due to higher deposits of commercial customers as liquidity and economic concerns result in continued deposit rentention by clients. The following table provides an analysis of quarterly changes in the components of average core deposits.
AVERAGE CORE DEPOSITS
61,664
4,103
(22
(11
44,786
110,553
24
The Company also receives funding from other deposit sources, including branch-related time deposits over $250,000, deposits associated with the Company’s Cayman Islands office and brokered deposits. Time deposits over $250,000, excluding brokered deposits, averaged $612 million in the recent quarter, compared with $1.1 billion in the third quarter of 2019 and $733 million in the second 2020 quarter. The decreases in such deposits since the third quarter of 2019 were predominantly the result of maturities of higher-rate time deposits. Cayman Islands office deposits averaged $1.0 billion for each of the quarters ended September 30 and June 30, 2020, compared with $1.5 billion for the quarter ended September 30, 2019. The decreases in such deposits in the two most recent quarters as compared with the third quarter of 2019 reflect customer reaction to the declines in short-term interest rates that followed actions by the Federal Reserve in March 2020. The Company had brokered savings and interest-bearing transaction accounts, which in the aggregate averaged $4.2 billion during the recent quarter, compared with $2.6 billion in the third quarter of 2019 and $4.0 billion in the second quarter of 2020. The amounts of Cayman Islands office deposits or brokered deposits is largely dependent on demand by customers and other investors for those types of deposit products.
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The table below summarizes average total deposits for the quarters ended September 30, 2020, June 30, 2020 and September 30, 2019.
AVERAGE DEPOSITS
Retail
Trust
29,902
5,323
30,623
65,848
4,452
49
214
4,715
6,977
5,408
32,401
957
41,331
10,780
64,195
116,306
Three Months Ended June 30, 2020
28,665
5,524
28,738
62,927
5,051
51
252
5,354
6,570
5,369
30,558
42,497
40,286
10,944
60,565
111,795
26,535
6,627
22,518
55,680
5,762
529
6,343
5,370
4,016
21,164
30,550
1,522
37,667
10,695
45,733
94,095
The Company also uses borrowings from banks, securities dealers, various Federal Home Loan Banks, the Federal Reserve Bank of New York and others as sources of funding. Short-term borrowings represent borrowing arrangements that at the time they were entered into had a contractual maturity of one year or less. Average short-term borrowings totaled $62 million in the third quarter of 2020, compared with $1.2 billion in the year-earlier quarter and $63 million in the second quarter of 2020. In general, the higher short-term borrowings in the prior year period were entered into for liquidity management purposes.
Long-term borrowings averaged $5.5 billion in the recent quarter, compared $7.1 billion in the third quarter of 2019 and $6.2 billion in the second quarter of 2020. Average balances of outstanding senior notes were $3.5 billion, $5.1 billion and $4.1 billion during the three months ended September 30, 2020, September 30, 2019 and June 30, 2020, respectively. On January 7, 2020, M&T Bank, the principal bank subsidiary of M&T, redeemed $750 million of fixed rate senior notes that were due to mature on February 6, 2020. In addition, M&T Bank redeemed $750 million of fixed rate senior notes on July 17, 2020 that were due to mature on August 17, 2020. Subordinated capital notes included in long-term borrowings averaged $1.4 billion in each of the three-month periods ended September 30, 2020, September 30, 2019 and June 30, 2020. Junior subordinated debentures associated with trust preferred securities that were included in average long-term borrowings were $527 million, $524 million and $526 million during the third quarters of 2020 and 2019 and the second 2020 quarter, respectively. Additional information regarding junior subordinated debentures is provided in note 4 of Notes to Financial Statements.
Net interest income can be impacted by changes in the composition of the Company’s earning assets and interest-bearing liabilities, as discussed herein, as well as changes in interest rates and spreads. Net interest spread, or the difference between the taxable-equivalent yield on earning assets and the rate paid on interest-bearing liabilities, was 2.83% in the recent quarter, compared with 3.41% in the third quarter of 2019. The yield on earning assets during the third quarter of 2020 was 3.13%, down 138 basis points from 4.51% in the year-earlier period, while the rate paid on interest-bearing liabilities declined 80 basis points to .30% in the recent quarter from 1.10% in the year-earlier period. In the second quarter of 2020, the net interest spread was 2.98%, the yield on earning assets
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was 3.38% and the rate paid on interest-bearing liabilities was .40%. The narrowing of the net interest spread in the recent quarters as compared with the prior year period reflects the impact of the decreases in short-term interest rates initiated by the Federal Reserve during the second half of 2019 and in March 2020. For the first nine months of 2020, the net interest spread was 3.03%, down 50 basis points from 3.53% in the year-earlier period. The yield on earning assets and the rate paid on interest-bearing liabilities for the first nine months of 2020 were 3.53% and .50%, respectively, compared with 4.62% and 1.09% respectively, in the initial nine months of 2019.
Net interest-free funds consist largely of noninterest-bearing demand deposits and shareholders’ equity, partially offset by bank owned life insurance and non-earning assets, including goodwill and core deposit and other intangible assets. Net interest-free funds averaged $50.6 billion in the third quarter of 2020, compared with $36.8 billion in the year-earlier quarter and $47.9 billion in the second 2020 quarter. The increase in average net interest-free funds in the two most recent quarters as compared with the prior year period reflects higher average balances of noninterest-bearing deposits. Those deposits averaged $44.8 billion, $30.6 billion and $42.5 billion in the quarters ended September 30, 2020, September 30, 2019 and June 30, 2020, respectively. The rise in such balances in the most recent quarters as compared with the year-earlier period was largely due to increased levels of deposits of commercial customers. During the first nine months of 2020 and 2019, average net interest-free funds aggregated $45.6 billion and $36.9 billion, respectively. Shareholders’ equity averaged $16.1 billion during the three-month period ended September 30, 2020, $15.8 billion during the year-earlier period and $16.0 billion during the three-month period ended June 30, 2020. Goodwill and core deposit and other intangible assets averaged $4.6 billion in each of the two most recent quarters and in the quarter ended September 30, 2019. The cash surrender value of bank owned life insurance averaged $1.8 billion in each of the three-month periods ended September 30, 2020, September 30, 2019 and June 30, 2020. Increases in the cash surrender value of bank owned life insurance and benefits received are not included in interest income, but rather are recorded in “other revenues from operations.” The contribution of net interest-free funds to net interest margin was .12% in the third quarter of 2020, compared with .37% and .15% in the third quarter of 2019 and the second quarter of 2020, respectively. The reduced contribution of net interest-free funds to net interest margin in the two most recent quarters as compared with the third quarter of 2019 reflects the lower rates on interest-bearing liabilities used to value net interest-free funds. The contribution of net interest-free funds for the first nine months of 2020 and 2019 was .19% and .38%, respectively.
Reflecting the changes to the net interest spread and the contribution of net interest-free funds as described herein, the Company’s net interest margin was 2.95% in the third quarter of 2020, compared with 3.78% in the year-earlier period and 3.13% in the second quarter of 2020. During the first nine months of 2020 and 2019, the net interest margin was 3.22% and 3.91%, respectively. Future changes in market interest rates or spreads, as well as changes in the composition of the Company’s portfolios of earning assets and interest-bearing liabilities that result in reductions in spreads, could adversely impact the Company’s net interest income and net interest margin.
Management assesses the potential impact of future changes in interest rates and spreads by projecting net interest income under several interest rate scenarios. In managing interest rate risk, the Company has utilized interest rate swap agreements to modify the repricing characteristics of certain portions of its earning assets and interest-bearing liabilities. Periodic settlement amounts arising from these agreements are reflected in either the yields on earning assets or the rates paid on interest-bearing liabilities. The notional amount of interest rate swap agreements entered into for interest rate risk management purposes was $15.7 billion (excluding $38.9 billion of forward-starting swap agreements) at September 30, 2020, $17.2 billion (excluding $30.3 billion of forward-starting swap agreements) at September 30, 2019 and $17.2 billion (excluding $40.4 billion of forward-starting swap agreements) at December 31, 2019. Under the terms of those interest rate swap agreements, the Company received payments based on the outstanding notional amount at fixed rates and made payments at variable rates. Interest rate swap agreements with notional amounts of $13.35 billion that were in effect at each of September 30, 2020, September 30, 2019 and December 31, 2019 were serving as cash flow hedges of interest payments associated with variable rate commercial real estate loans. Interest rate swap agreements with notional amounts of $2.30 billion at September 30, 2020 and $3.80 billion at each of September 30, 2019 and December 31, 2019 were serving as fair value hedges of fixed rate long-term borrowings. The Company has entered into forward-starting interest rate swap agreements predominantly to extend the term of its interest rate swap agreements serving as cash flow hedges, and provide a hedge against changing interest rates on certain of its variable rate loans.
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In a fair value hedge, the fair value of the derivative (the interest rate swap agreement) and changes in the fair value of the hedged item are recorded in the Company’s consolidated balance sheet with the corresponding gain or loss recognized in current earnings. The difference between changes in the fair value of the interest rate swap agreements and the hedged items represents hedge ineffectiveness and is recorded as an adjustment to the interest income or interest expense of the respective hedged item. In a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings. The ineffective portion of the derivative’s gain or loss on cash flow hedges is accounted for similar to that associated with fair value hedges. The amounts of hedge ineffectiveness recognized during each of the quarters ended September 30, 2020, September 30, 2019 and June 30, 2020 were not material to the Company’s consolidated results of operations. Information regarding the fair value of interest rate swap agreements and hedge ineffectiveness is presented in note 9 of Notes to Financial Statements. The changes in the fair values of the interest rate swap agreements and the hedged items primarily result from the effects of changing interest rates and spreads.
The weighted-average rates to be received and paid under interest rate swap agreements currently in effect were 2.46% and .23%, respectively, at September 30, 2020. The average notional amounts of interest rate swap agreements entered into for interest rate risk management purposes, the related effect on net interest income and margin, and the weighted-average interest rates paid or received on those swap agreements are presented in the accompanying table. Additional information about the Company’s use of interest rate swap agreements and other derivatives is included in note 9 of Notes to Financial Statements.
INTEREST RATE SWAP AGREEMENTS
.
Rate(a)
Increase (decrease) in:
82,404
.26
4,483
.02
(12,312
(.06
3,340
Net interest income/margin
94,716
.29
1,143
Average notional amount (c)
15,780,436
17,319,565
Rate received (b)
2.60
2.39
Rate paid (b)
.25
2.37
183,598
.20
(6,693
(.01
(28,258
(.05
16,068
.03
211,856
.23
(22,761
(.02
16,275,182
15,944,505
2.55
2.35
.84
2.54
Computed as an annualized percentage of average earning assets or interest-bearing liabilities.
Weighted-average rate paid or received on interest rate swap agreements in effect during the period.
Excludes forward-starting interest rate swap agreements not in effect during the period.
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In addition to interest rate swap agreements, the Company had entered into interest rate floor agreements that were accounted for in the trading account rather than as hedging instruments but, nevertheless, provided the Company with protection against the possibility of future declines in interest rates on earning assets. At each of September 30, 2019 and December 31, 2019, outstanding notional amounts of such agreements totaled $15.6 billion. The interest rate floor agreements matured during the first quarter of 2020.
As a financial intermediary, the Company is exposed to various risks, including liquidity and market risk. Liquidity refers to the Company’s ability to ensure that sufficient cash flow and liquid assets are available to satisfy current and future obligations, including demands for loans and deposit withdrawals, funding operating costs, and other corporate purposes. Liquidity risk arises whenever the maturities of financial instruments included in assets and liabilities differ. Core deposits represent the most significant source of funding for the Company and are generated from a large base of consumer, corporate and institutional customers. That customer base has, over the past several years, become more geographically diverse as a result of expansion of the Company’s businesses. Nevertheless, the Company faces competition in offering products and services from a large array of financial market participants, including banks, thrifts, mutual funds, securities dealers and others. The Company supplements funding provided through deposits with various short-term and long-term wholesale borrowings, including overnight federal funds purchased, short-term advances from the FHLB of New York, brokered deposits, Cayman Islands office deposits and longer-term borrowings. M&T Bank has access to additional funding sources through borrowings from the FHLB of New York, lines of credit with the Federal Reserve Bank of New York, M&T Bank’s Bank Note Program, and other available borrowing facilities. The Bank Note Program enables M&T Bank to offer unsecured senior and subordinated notes. The Company has, from time to time, also issued subordinated capital notes and junior subordinated debentures associated with trust preferred securities to provide liquidity and enhance regulatory capital ratios. The Company’s junior subordinated debentures associated with trust preferred securities and other subordinated capital notes are considered Tier 2 capital and are includable in total regulatory capital. At September 30, 2020 and December 31, 2019, long-term borrowings aggregated $5.5 billion and $7.0 billion, respectively.
Short-term federal funds borrowings outstanding were $2.6 billion at September 30, 2019. There were no such borrowings outstanding at September 30, 2020 or December 31, 2019. In general, those borrowings were unsecured, matured on the next business day and were entered into for liquidity management purposes. While predominantly used to satisfy customer demand, Cayman Islands office deposits may also be used by the Company as an alternative to short-term borrowings. Cayman Islands office deposits totaled $900 million at September 30, 2020, $1.6 billion at September 30, 2019 and $1.7 billion at December 31, 2019. The Company has also benefited from the placement of brokered deposits. The Company had brokered savings and interest-bearing checking deposit accounts which aggregated approximately $4.2 billion at September 30, 2020, $2.7 billion at September 30, 2019 and $2.8 billion at December 31, 2019. Brokered time deposits were not a significant source of funding as of those dates.
The Company’s ability to obtain funding from these sources could be negatively impacted should the Company experience a substantial deterioration in its financial condition or its debt ratings, or should the availability of funding become restricted due to a disruption in the financial markets. The Company attempts to quantify such impact by performing stress tests that assess the effect on liquidity resulting from various levels of internal and external stress factors. The liquidity impact of such events is estimated by attempting to measure the effect on deposit levels, available unsecured lines of credit, available capacity from secured borrowing sources and securitizable assets. In addition to deposits and borrowings, other sources of liquidity include maturities of investment securities and other earning assets, repayments of loans and investment securities, and cash generated from operations, such as fees collected for services.
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Certain customers of the Company obtain financing through the issuance of variable rate demand bonds (“VRDBs”). The VRDBs are generally enhanced by letters of credit provided by M&T Bank. M&T Bank oftentimes acts as remarketing agent for the VRDBs and, at its discretion, may from time-to-time own some of the VRDBs while such instruments are remarketed. When this occurs, the VRDBs are classified as trading account assets in the Company’s consolidated balance sheet. Nevertheless, M&T Bank is not contractually obligated to purchase the VRDBs. The value of VRDBs in the Company’s trading account was not material at September 30, 2020 or December 31, 2019. The total amounts of VRDBs outstanding backed by M&T Bank letters of credit were $831 million at September 30, 2020, compared with $838 million at September 30, 2019 and $857 million at December 31, 2019. M&T Bank also serves as remarketing agent for most of those bonds.
The Company enters into contractual obligations in the normal course of business that require future cash payments. Such obligations include, among others, payments related to deposits, borrowings, leases and other contractual commitments. Off-balance sheet commitments to customers may impact liquidity, including commitments to extend credit, standby letters of credit, commercial letters of credit, financial guarantees and indemnification contracts, and commitments to sell real estate loans. Because many of these commitments or contracts expire without being funded in whole or in part, the contract amounts are not necessarily indicative of future cash flows. Further discussion of these commitments is provided in note 12 of Notes to Financial Statements.
M&T’s primary source of funds to pay for operating expenses, shareholder dividends and treasury stock repurchases has historically been the receipt of dividends from its bank subsidiaries, which are subject to various regulatory limitations. Dividends from any bank subsidiary to M&T are limited by the amount of earnings of the subsidiary in the current year and the two preceding years. For purposes of that test, at September 30, 2020 approximately $1.0 billion was available for payment of dividends to M&T from bank subsidiaries. M&T also may obtain funding through long-term borrowings. Outstanding senior notes of M&T at September 30, 2020 and December 31, 2019 were $787 million and $770 million, respectively. Junior subordinated debentures of M&T associated with trust preferred securities outstanding at September 30, 2020 and December 31, 2019 totaled $527 million and $525 million, respectively.
Management closely monitors the Company’s liquidity position on an ongoing basis for compliance with internal policies and believes that available sources of liquidity are adequate to meet anticipated funding needs. Management does not anticipate engaging in any activities, either currently or in the long-term, for which adequate funding would not be available and would therefore result in a significant strain on liquidity at either M&T or its subsidiary banks.
Market risk is the risk of loss from adverse changes in the market prices and/or interest rates of the Company’s financial instruments. The primary market risk the Company is exposed to is interest rate risk. Interest rate risk arises from the Company’s core banking activities of lending and deposit-taking, because assets and liabilities reprice at different times and by different amounts as interest rates change. As a result, net interest income earned by the Company is subject to the effects of changing interest rates. The Company measures interest rate risk by calculating the variability of net interest income in future periods under various interest rate scenarios using projected balances for earning assets, interest-bearing liabilities and derivatives used to manage interest rate risk. Management’s philosophy toward interest rate risk management is to limit the variability of net interest income. The balances of financial instruments used in the projections are based on expected growth from forecasted business opportunities, anticipated prepayments of loans and investment securities, and expected maturities of investment securities, loans and deposits. Management uses a “value of equity” model to supplement the modeling technique described above. Those supplemental analyses are based on discounted cash flows associated with on- and off-balance sheet financial instruments. Such analyses are modeled to reflect changes in interest rates and provide management with a long-term interest rate risk metric. The Company has entered into interest rate swap agreements to help manage exposure to interest rate risk. At September 30, 2020, the aggregate notional amount of interest rate swap agreements entered into for risk management purposes that were currently in effect was $15.7 billion. In addition, the Company has entered into $38.9 billion of forward-starting interest rate swap agreements.
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The Company’s Asset-Liability Committee, which includes members of senior management, monitors the sensitivity of the Company’s net interest income to changes in interest rates with the aid of a computer model that forecasts net interest income under different interest rate scenarios. In modeling changing interest rates, the Company considers different yield curve shapes that consider both parallel (that is, simultaneous changes in interest rates at each point on the yield curve) and non-parallel (that is, allowing interest rates at points on the yield curve to vary by different amounts) shifts in the yield curve. In utilizing the model, market-implied forward interest rates over the subsequent twelve months are generally used to determine a base interest rate scenario for the net interest income simulation. That calculated base net interest income is then compared to the income calculated under the varying interest rate scenarios. The model considers the impact of ongoing lending and deposit-gathering activities, as well as interrelationships in the magnitude and timing of the repricing of financial instruments, including the effect of changing interest rates on expected prepayments and maturities. When deemed prudent, management has taken actions to mitigate exposure to interest rate risk through the use of on- or off-balance sheet financial instruments and intends to do so in the future. Possible actions include, but are not limited to, changes in the pricing of loan and deposit products, modifying the composition of earning assets and interest-bearing liabilities, and adding to, modifying or terminating existing interest rate swap agreements or other financial instruments used for interest rate risk management purposes.
The accompanying table as of September 30, 2020 and December 31, 2019 displays the estimated impact on net interest income in the base scenario described above resulting from parallel changes in interest rates across repricing categories during the first modeling year.
SENSITIVITY OF NET INTEREST INCOME
TO CHANGES IN INTEREST RATES
Calculated Increase (Decrease)
in Projected Net Interest Income
Changes in interest rates
+200 basis points
224,647
+100 basis points
127,554
35,838
-100 basis points
(37,516
(94,616
The Company utilized many assumptions to calculate the impact that changes in interest rates may have on net interest income. The more significant of those assumptions included the rate of prepayments of mortgage-related assets, cash flows from derivative and other financial instruments held for non-trading purposes, loan and deposit volumes and pricing, and deposit maturities. In the scenarios presented, the Company also assumed gradual changes in interest rates during a twelve-month period as compared with the base scenario. In the declining rate scenario, the rate changes may be limited to lesser amounts such that interest rates remain at or above zero on all points of the yield curve. The assumptions used in interest rate sensitivity modeling are inherently uncertain and, as a result, the Company cannot precisely predict the impact of changes in interest rates on net interest income. Actual results may differ significantly from those presented due to the timing, magnitude and frequency of changes in interest rates and changes in market conditions and interest rate differentials (spreads) between maturity/repricing categories, as well as any actions, such as those previously described, which management may take to counter such changes. The sensitivity of net interest income to changes in interest rates has increased as of September 30, 2020 as compared with December 31, 2019 due to the lower interest rate environment and composition of the Company’s portfolios of earning assets and interest-bearing liabilities, in particular the increased balance of interest-bearing deposits at banks.
Changes in fair value of the Company’s financial instruments can also result from a lack of trading activity for similar instruments in the financial markets. That impact is most notable on the values assigned to some of the Company’s investment securities. Information about the fair valuation of investment securities is presented in notes 2 and 11 of Notes to Financial Statements.
The Company engages in limited trading account activities to meet the financial needs of customers and to fund the Company’s obligations under certain deferred compensation plans. Financial instruments utilized for trading account activities consist predominantly of interest rate contracts, such as interest rate swap agreements, and forward
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and futures contracts related to foreign currencies. The Company generally mitigates the foreign currency and interest rate risk associated with trading account activities by entering into offsetting trading positions that are also included in the trading account. The fair values of trading account positions associated with interest rate contracts and foreign currency and other option and futures contracts are presented in note 9 of Notes to Financial Statements. The amounts of gross and net trading account positions, as well as the type of trading account activities conducted by the Company, are subject to a well-defined series of potential loss exposure limits established by management and approved by M&T’s Board of Directors. However, as with any non-government guaranteed financial instrument, the Company is exposed to credit risk associated with counterparties to the Company’s trading account activities.
The notional amounts of interest rate contracts entered into for trading account purposes totaled $36.6 billion at September 30, 2020, $47.6 billion at September 30, 2019 and $48.6 billion at December 31, 2019. The notional amounts of foreign currency and other option and futures contracts entered into for trading account purposes were $877 million at September 30, 2020, compared with $843 million at September 30, 2019 and $1.2 billion at December 31, 2019. Although the notional amounts of these contracts are not recorded in the consolidated balance sheet, the unsettled fair values of all financial instruments used for trading account activities are recorded in the consolidated balance sheet. The fair values of all trading account assets and liabilities recognized on the balance sheet were $1.2 billion and $123 million, respectively, at September 30, 2020 and $470 million and $80 million, respectively, at December 31, 2019. The fair value asset and liability amounts at September 30, 2020 have been reduced by contractual settlements of $3 million and $945 million, respectively, and at December 31, 2019 have been reduced by contractual settlements of $43 million and $281 million, respectively. The higher balance of trading account assets at September 30, 2020 as compared with December 31, 2019 was largely the result of increased values associated with interest rate swap agreements entered into with commercial customers that are not subject to periodic variation margin settlement payments. Included in trading account assets were assets related to deferred compensation plans aggregating $21 million at each of September 30, 2020, September 30, 2019 and December 31, 2019. Changes in the fair values of such assets are recorded as “trading account and foreign exchange gains” in the consolidated statement of income. Included in “other liabilities” in the consolidated balance sheet at September 30, 2020 were $24 million of liabilities related to deferred compensation plans, compared with $25 million at each of September 30, 2019 and December 31, 2019. Changes in the balances of such liabilities due to the valuation of allocated investment options to which the liabilities are indexed are recorded in “other costs of operations” in the consolidated statement of income. Also included in trading account assets were investments in mutual funds and other assets that the Company was required to hold under terms of certain non-qualified supplemental retirement and other benefit plans that were assumed by the Company in various acquisitions. Those assets totaled $29 million at September 30, 2020 and $28 million at each of September 30, 2019 and December 31, 2019.
Given the Company’s policies, limits and positions, management believes that the potential loss exposure to the Company resulting from market risk associated with trading account activities was not material, however, as previously noted, the Company is exposed to credit risk associated with counterparties to transactions related to the Company’s trading account activities. Additional information about the Company’s use of derivative financial instruments in its trading account activities is included in note 9 of Notes to Financial Statements.
Provision for Credit Losses
As described in note 3 of Notes to Financial Statements, effective January 1, 2020 the Company adopted amended accounting guidance for the measurement of credit losses on financial instruments. That guidance requires an allowance for credit losses to be deducted from the amortized cost basis of financial assets to present the net carrying value that is expected to be collected over the contractual term of the assets considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. The new guidance replaces the previous incurred loss model for determining the allowance for credit losses. The adoption of the amended guidance resulted in a $132 million increase in the allowance for credit losses at January 1, 2020. Increases in the allowance for residential real estate loans and consumer loans, reflecting the longer-dated maturities of such portfolios, were offset somewhat by net decreases in the allowance for commercial loans resulting from lower loss estimates on demand loan products due to the assumption that the Company could
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require full repayment of such loans in the near-term. The following table depicts the changes in the allowance for credit losses by loan category resulting from the adoption of the amended guidance.
IMPACT OF ADOPTION OF AMENDED ACCOUNTING GUIDANCE ON ALLOWANCE FOR CREDIT LOSSES
Balance
Impact of Adoption
Increase (Decrease)
304,620
345,857
109,929
423,122
1,183,528
The amended guidance requires estimated credit losses on loans acquired at a discount to be reflected in the allowance for credit losses. Previously, such losses were netted in the carrying value of the loans unless there was an increased loss expectation subsequent to their acquisition. The gross-up of the estimated losses on loans acquired at a discount that was previously not recognized in the allowance for credit losses was $18 million on January 1, 2020. Prior to January 1, 2020, the Company generally recognized interest income on loans acquired at a discount regardless of the borrowers’ repayment status. Effective with the adoption of the new accounting guidance, the Company’s nonaccrual loan policy now applies to loans acquired at a discount. Loans acquired at a discount at December 31, 2019 included $171 million of loans that, effective with the adoption of the new guidance, were classified as non-accrual loans on January 1, 2020.
A provision for credit losses is recorded to adjust the level of the allowance as deemed necessary by management. The provision for credit losses in the third quarter of 2020 was $150 million, compared with $45 million in the year-earlier quarter and $325 million in the second quarter of 2020. As noted earlier, the significant increases in the provision in 2020 as compared with the third quarter of 2019 follow the adoption of new accounting guidance on January 1, 2020 and reflect updated economic assumptions and projections that considered the macroeconomic outlook associated with the COVID-19 pandemic as of the end of each quarter of 2020. The Company’s estimates of expected losses reflect the ongoing impacts of the COVID-19 pandemic on economic activity, generally, and in the hospitality and retail sectors, specifically, the uncertainty in Washington D.C. that existed at September 30, 2020 over providing additional stimulus to the economy, and concerns about commercial real estate values and the ultimate collectibility of commercial real estate loans where borrowers are requesting repayment forbearance. Net charge-offs of loans were $30 million in the recent quarter, $36 million in the third quarter of 2019 and $71 million in the second quarter of 2020. Net charge-offs as an annualized percentage of average loans and leases were .12% in the third quarter of 2020, .16% in the year-earlier quarter and .29% in the second 2020 quarter. Net charge-offs for the nine-month periods ended September 30, 2020 and 2019 were $150 million and $103 million, respectively, representing an annualized .21% and .15%, repectively, of average loans and leases. A summary of net charge-offs by loan type is presented in the table that follows.
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NET CHARGE-OFFS (RECOVERIES)
BY LOAN/LEASE TYPE
First Quarter
Second Quarter
Third Quarter
Year-
to-date
13,122
29,235
9,959
52,316
834
16,458
1,944
19,236
3,428
(279
556
3,705
31,778
25,716
17,272
74,766
49,162
71,130
29,731
150,023
706
10,102
8,948
19,756
(543
9,200
(549
8,108
1,542
1,749
1,210
20,402
23,419
26,821
70,642
22,107
44,470
36,430
103,007
Included in net charge-offs of consumer loans were net charge-offs of: automobile loans of $2 million in the recent quarter, $7 million in the third quarter of 2019 and $9 million in the second quarter of 2020; recreational finance loans of $5 million in the third quarter of 2020, $7 million in the year-earlier quarter and $5 million in the second 2020 quarter; and home equity loans and lines of credit secured by one-to-four family residential properties of less than $1 million in each of the two most recent quarters and $2 million in last year’s third quarter.
Nonaccrual loans aggregated $1.24 billion or 1.26% of total loans and leases outstanding at September 30, 2020, compared with $1.16 billion or 1.18% at June 30, 2020 and $1.13 billion or 1.25% at January 1, 2020. The adoption of the new accounting guidance resulted in an increase in nonaccrual loans on January 1, 2020 of approximately $171 million. Previously such loans would have been classified as either purchased impaired loans or acquired accruing loans past due 90 days or more. Loans classified as nonaccrual at September 30, 2019 and December 31, 2019 totaled $1.01 billion and $963 million, respectively, or 1.12% and 1.06% of total loans outstanding.
Accruing loans past due 90 days or more were $527 million or .54% of loans and leases at September 30, 2020, compared with $536 million or .55% at June 30, 2020. Accruing loans past due 90 days or more (excluding loans acquired at a discount) were $461 million or .51% of total loans outstanding at September 30, 2019 and $519 million or .57% of outstanding loans at December 31, 2019. Accruing loans past due 90 days or more included loans guaranteed by government-related entities of $505 million, $434 million, $480 million and $454 million at September 30, 2020, September 30, 2019, December 31, 2019 and June 30, 2020, respectively. Guaranteed loans included one-to-four family residential mortgage loans serviced by the Company that were repurchased to reduce associated servicing costs, including a requirement to advance principal and interest payments that had not been received from individual mortgagors. Despite the loans being purchased by the Company, the insurance or guarantee by the applicable government-related entity remains in force. The outstanding principal balances of the repurchased loans that are guaranteed by government-related entities totaled $480 million at September 30, 2020, $410 million a year earlier, $452 million at December 31, 2019 and $428 million at June 30, 2020. The increase in such loans as compared with the prior dates resulted from higher levels of loans repurchased during the recent quarter. The remaining accruing loans past due 90 days or more not guaranteed by government-related entities were loans considered to be with creditworthy borrowers that were in the process of collection or renewal. In addition to
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the past due loans, the Company has also repurchased $1.4 billion of government guaranteed residential mortgage loans in the recent quarter that are not considered delinquent because the borrower has requested and received a COVID-19 related payment deferral. Those loans were also repurchased to reduce associated servicing costs as described above and also remain covered by the insurance or guarantee of the applicable government-related entity.
Loans that were 30-89 days past due were $874 million at September 30, 2020, compared with $1.2 billion at December 31, 2019 and $618 million at June 30, 2020. The lower levels of such past due loans at September 30 and June 30, 2020 were a result of loan paydowns, many of which resulted in return to current status, and migrations of loans to nonaccrual status. COVID-19 related payment deferral modifications resulted in such loans being classified as current in accordance with regulatory guidance and, as a result, did not contribute in incremental additions to loans categorized as 30-89 days past due.
Prior to the adoption of the new accounting standard on January 1, 2020, the Company reported purchased impaired loans. Those loans were impaired at the date of acquisition, were recorded at estimated fair value and were generally delinquent in payments, but, in accordance with GAAP, the Company continued to accrue interest income on such loans based on the estimated expected cash flows associated with the loans. The amended accounting guidance requires estimated credit losses on loans acquired at a discount to now be reflected in the allowance for credit losses and effective with the adoption of the guidance, the Company’s nonaccrual loan policy now applies to such loans. The carrying amount of purchased impaired loans was $253 million at September 30, 2019 and $228 million at December 31, 2019.
The United States has been operating under a state of emergency related to the COVID-19 pandemic since March 13, 2020. The direct and indirect effects of the COVID-19 pandemic resulted in a dramatic reduction in economic activity that severely hampered the ability of some businesses and consumers to meet their repayment obligations. The CARES Act, in addition to providing financial assistance to both businesses and consumers, created a forbearance program for federally-backed mortgage loans, protects borrowers from negative credit reporting due to loan accommodations related to the national emergency, and provides financial institutions the option to temporarily suspend certain requirements under GAAP related to troubled debt restructurings for a limited period of time to account for the effects of COVID-19. The banking regulatory agencies have likewise issued guidance encouraging financial institutions to work prudently with borrowers who are, or may be, unable to meet their contractual payment obligations because of the effects of COVID-19. That guidance, with concurrence of the Financial Accounting Standards Board and provisions of the CARES Act, allow modifications made on a good faith basis in response to COVID-19 to borrowers who were generally current with their payments prior to any relief, to not be treated as delinquent or as troubled debt restructurings. Modifications may include payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment. The Company has worked with its customers affected by COVID-19 and, as previously noted, has granted a significant amount of modifications across many of its loan portfolios. To the extent that such modifications met the criteria previously described, such modifications have not been classified as delinquent or as troubled debt restructurings.
The Company also modified the terms of select loans in an effort to assist borrowers that were not related to the COVID-19 pandemic. If the borrower was experiencing financial difficulty and a concession was granted, the Company considered such modifications as troubled debt restructurings. Loan modifications included such actions as the extension of loan maturity dates and the lowering of interest rates and monthly payments. The objective of the modifications was to increase loan repayments by customers and thereby reduce net charge-offs. The modified loans are included in impaired loans for purposes of determining the level of the allowance for credit losses. Information about modifications of loans that are considered troubled debt restructurings is included in note 3 of Notes to Financial Statements.
Residential real estate loans modified under specified loss mitigation programs prescribed by government guarantors that were not related to the COVID-19 pandemic have not been included in renegotiated loans because the loan guarantee remains in full force and, accordingly, the Company has not granted a concession with respect to the ultimate collection of the original loan balance. Such loans aggregated $267 million, $177 million, and $203 million at September 30, 2020, September 30, 2019 and December 31, 2019, respectively.
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Commercial loans and leases classified as nonaccrual totaled $351 million, $383 million, $347 million, and $285 million at September 30, 2020, September 30, 2019, December 31, 2019, and June 30, 2020, respectively. Commercial real estate loans in nonaccrual status aggregated $292 million, $221 million, $195 million and $260 million at September 30, 2020, September 30, 2019, December 31, 2019, and June 30, 2020, respectively.
Nonaccrual residential real estate loans totaled $413 million at September 30, 2020, compared with $305 million at September 30, 2019, $319 million at December 31, 2019 and $426 million at June 30, 2020. The increase at the two most recent quarter-ends as compared with the prior year dates is largely reflective of the impact of the adoption of the amended accounting guidance as noted earlier. Included in residential real estate loans classified as nonaccrual were limited documentation first mortgage loans of $116 million at September 30, 2020, compared with $82 million at September 30, 2019, $83 million at December 31, 2019 and $119 million at June 30, 2020. Limited documentation first mortgage loans represent loans secured by residential real estate that at origination typically included some form of limited borrower documentation requirements as compared with more traditional loans. The Company no longer originates limited documentation loans. Residential real estate loans past due 90 days or more and accruing interest (excluding loans acquired at a discount at the 2019 dates) aggregated $503 million at September 30, 2020, compared with $440 million at September 30, 2019, $487 million at December 31, 2019 and $479 million at June 30, 2020. A substantial portion of such amounts related to repurchased government-guaranteed loans, including the previously noted higher level of repurchases of loans associated with the Company’s loan servicing portfolio. However, loans that have been modified under COVID-19 forbearance are not considered to be past due in accordance with the previously noted regulatory guidance and provisions of the CARES Act. Information about the location of nonaccrual and charged-off residential real estate loans as of and for the quarter ended September 30, 2020 is presented in the accompanying table.
Nonaccrual consumer loans were $184 million at September 30, 2020, compared with $96 million at September 30, 2019, $102 million at December 31, 2019 and $187 million at June 30, 2020. Included in nonaccrual consumer loans at September 30, 2020, September 30, 2019, December 31, 2019 and June 30, 2020 were: automobile loans of $42 million, $21 million, $21 million and $43 million, respectively; recreational finance loans of $24 million, $12 million, $14 million and $24 million, respectively; and outstanding balances of home equity loans and lines of credit of $79 million, $60 million, $63 million and $77 million, respectively. Information about the location of nonaccrual and charged-off home equity loans and lines of credit as of and for the quarter ended September 30, 2020 is presented in the accompanying table.
Information about past due and nonaccrual loans as of September 30, 2020 and December 31, 2019 is also included in note 3 of Notes to Financial Statements.
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SELECTED RESIDENTIAL REAL ESTATE-RELATED LOAN DATA
Quarter Ended
Net Charge-offs (Recoveries)
Percent of
Outstanding
Balances
Residential mortgages:
5,153,998
112,001
2.17
(199
%)
Pennsylvania
1,100,845
11,013
1.00
(55
Maryland
1,329,097
14,168
1.07
.01
New Jersey
2,879,628
76,381
2.65
195
Other Mid-Atlantic (a)
1,171,572
11,914
1.02
.06
3,200,975
71,744
2.24
433
14,836,115
297,221
2.00
569
Residential construction loans:
24,376
.60
4,714
5.09
13,915
14,418
19,916
7,361
.38
84,700
415
.49
Limited documentation first mortgages:
794,475
53,031
6.67
36,048
4,783
13.27
20,580
1,296
6.30
.08
639,053
34,744
5.44
17,086
8.25
235,651
20,519
8.71
(21
(.03
6.64
(13
First lien home equity loans and lines of credit:
1,035,060
18,494
1,79
628,542
10,269
1.63
78
.05
506,866
9,474
1.87
138
.11
69,039
970
1.41
(.07
177,886
1.12
31,539
1,598
5.07
2,448,932
42,799
1.75
.04
Junior lien home equity loans and lines of credit:
622,702
1,126
.71
223,789
3,363
1.50
(405
(.71
456,416
9,818
2.15
(240
(.20
92,542
1,448
1.56
(233
(.99
213,091
3,753
1.76
(353
(.65
2.41
(139
(1.39
1,648,294
35,829
(244
Limited documentation junior lien:
410
55
13.41
(.75
201
928
2.69
(2.13
120
484
6.61
2,489
80
3.21
(31
(4.62
4,632
192
4.14
(38
(2.97
(a)Includes Delaware, Virginia, West Virginia and the District of Columbia.
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Real estate and other foreclosed assets totaled $50 million at September 30, 2020, compared with $80 million at September 30, 2019, $86 million at December 31, 2019 and $67 million at June 30, 2020. Net gains or losses associated with real estate and other foreclosed assets were not material during the three-months ended September 30, 2020, September 30, 2019 and June 30, 2019. At September 30, 2020, the Company’s holdings of residential real estate-related properties comprised approximately 86% of foreclosed assets. During the COVID-19 pandemic, government authorities have restricted the ability of mortgage servicers to initiate foreclosure procedures.
A comparative summary of nonperforming assets and certain past due, renegotiated and impaired loan data and credit quality ratios is presented in the accompanying table.
NONPERFORMING ASSET AND PAST DUE, RENEGOTIATED AND IMPAIRED LOAN DATA
2020 Quarters
2019 Quarters
Third
Second
First
Fourth
Nonaccrual loans
1,061,748
Real estate and other foreclosed assets
49,872
66,763
83,605
85,646
79,735
Total nonperforming assets
1,289,844
1,223,413
1,145,353
1,048,758
1,084,984
Accruing loans past due 90 days or more(a)
535,755
530,317
461,162
Government guaranteed loans included in totals above:
45,975
51,165
50,561
50,891
43,144
Accruing loans past due 90 days or more
505,446
454,269
464,243
479,829
434,132
Renegotiated loans
242,581
234,768
232,439
234,424
240,781
Acquired accruing loans past due 90 days or more(b)
N/A
40,733
Purchased impaired loans(c):
Outstanding customer balance
415,413
453,382
Carrying amount
253,496
Nonaccrual loans to total loans and leases, net of
unearned discount
1.26
1.18
1.13
1.06
Nonperforming assets to total net loans and leases and
real estate and other foreclosed assets
1.31
1.25
1.22
1.15
1.21
Accruing loans past due 90 days or more(a) to total
loans and leases, net of unearned discount
.54
.55
.56
.57
.51
(a)Predominantly residential real estate loans. Prior to 2020, excludes loans acquired at a discount.
Prior to 2020, loans acquired at a discount that were recorded at fair value at acquisition date. This category does not include purchased impaired loans that are presented separately.
Prior to 2020, accruing loans acquired at a discount that were impaired at acquisition date and recorded at fair value.
Beginning in 2020, management determines the allowance for credit losses under new accounting guidance that requires estimating the amount of current expected credit losses over the remaining contractual term of the loan and leases portfolio. A description of the methodologies used by the Company to estimate its allowance for credit losses in 2020 can be found in note 3 of Notes to Financial Statements contained in this quarterly report on Form 10-Q. For periods prior to 2020, a description of the methodologies used by the Company for determining the allowance for credit losses may be found in the Provision for Credit Losses section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in M&T’s Annual Report on Form 10-K for the year ended December 31, 2019.
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In establishing the allowance for credit losses subsequent to December 31, 2019, the Company estimates losses attributable to specific troubled credits identified through both normal and targeted credit review processes and also estimates losses for other loans and leases with similar risk characteristics on a collective basis. For purposes of determining the level of the allowance for credit losses, the Company evaluates its loan and lease portfolio by loan type. At the time of the Company’s analysis regarding the determination of the allowance for credit losses as of September 30, 2020, there existed substantial concerns about the national and regional economic decline related to the COVID-19 pandemic; the lack of additional economic stimulus being provided by the Federal government; the volatile nature of global markets, including the impact international economic conditions could have on the U.S. economy; Federal Reserve positioning of monetary policy; the extent to which additional repayment forbearance might be requested by borrowers, in particular commercial real estate borrowers; and continued stagnant population and economic growth in the upstate New York and central Pennsylvania regions (approximately 52% of the Company’s loans and leases are to customers in New York State and Pennsylvania) that could see lingering effects of the economic downturn. The Company utilizes a loan grading system to differentiate risk amongst its commercial loans and commercial real estate loans. Loans with a lower expectation of default are assigned one of ten possible “pass” loan grades and through the loss estimation modeling and other techniques used by the Company are generally considered to possess lower expected losses when determining the allowance for credit losses. Loans with an elevated level of credit risk are classified as “criticized” and are ascribed higher expected loss amounts when determining the allowance for credit losses. Criticized loans may be classified as “nonaccrual” if the Company no longer expects to collect all amounts according to the contractual terms of the loan agreement or the loan is delinquent 90 days or more. During 2020, the Company re-graded a significant portion of its commercial loans and commercial real estate loans, particularly those that were modified as a result of COVID-19 impacts. Criticized commercial loans and commercial real estate loans totaled $6.9 billion at September 30, 2020, compared with $2.6 billion at September 30, 2019, $2.5 billion at December 31, 2019, and $6.2 billion at June 30, 2020. The rise in criticized loans at the two most recent quarter-ends as compared to December 31, 2019 reflect the impact of the pandemic on borrowers’ financial condition and the re-grading of loans by the Company.
The COVID-19 pandemic and related regulatory and governmental responses led to a significant reduction in economic activity that has been detrimental to many businesses across the Company’s geographic regions. Borrowers have been and will likely continue to be adversely impacted by the economic effects of the COVID-19 pandemic. Summaries of the commercial loan and lease and commercial real estate loan portfolios as of September 30, 2020 are provided below. Of the COVID-19 related modifications outstanding at September 30, 2020 provided in the table below, substantially all are scheduled to expire during 2020’s fourth quarter. Should those borrowers request further forbearance, the credit quality of such loans will be re-assessed to determine whether the Company expects to receive all contractual principal and interest payments.
Commercial, financial, leasing , etc.
PPP
COVID-19 Related Modifications
Industry
Services
5,763
2,029
Motor vehicle and recreational finance dealers
3,739
62
Manufacturing
3,761
689
Financial and insurance
2,295
104
Health services
2,183
759
Wholesale
2,091
432
85
46
1,744
450
57
Transportation, communications, utilities
1,693
303
71
Real estate investors
1,652
193
81
942
213
27,892
6,535
815
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Investor-owned
Permanent finance by property type
Retail/Service
4,765
1,135
Apartments/Multifamily
301
Office
4,390
344
Hotel
2,689
2,035
Health facilities
2,569
107
Industrial/Warehouse
1,535
349
-
Total permanent
20,977
4,007
Total construction/development
9,524
666
Total investor-owned
30,501
4,673
Owner-occupied by industry
Other services
1,416
169
1,181
859
769
79
563
1,150
Total owner-occupied
7,081
453
37,582
5,126
The table below provides information on the residential real estate and consumer loan portfolios and outstanding COVID-19 related modifications outstanding at September 30, 2020.
16,664
3,307
Homes equity lines and loans
4,102
6,899
40
3,915
1,394
16,310
131
As commercial loans and commercial real estate loans are approved for modifications related to COVID-19, loan officers and credit department personnel review and reassign loan grades. Investor-owned commercial real estate loans in the hotel and retail sectors have been significantly affected by the pandemic, and borrowers may seek further payment deferrals during the fourth quarter of 2020 as their initial payment deferrals expire. The Company will assess any further payment deferral requests considering collateral values, the financial condition of any guarantors, and the expected collectibility of contractual principal and interest payments. Loan-to-collateral values on these investor-owned loans are generally relatively low and oftentimes the loans include some form of recourse. To the extent borrowers with residential real estate loans begin to request COVID-19 related payment deferrals in the fourth quarter that will result in aggregate deferrals greater than 180 days, such loans will also be reviewed for expected collectibility.
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Loan officers in different geographic locations with the support of the Company’s credit department personnel review and reassign loan grades based on their detailed knowledge of individual borrowers and the regions in which they operate. The Company re-assessed its loan grades for those borrowers most impacted by COVID-19 in 2020 and expects that loans will continue to be re-graded in subsequent periods as more information becomes available. At least annually, however, updated financial information is obtained from commercial borrowers associated with pass grade loans and additional analysis is performed. On a quarterly basis, the Company’s centralized credit department reviews all criticized commercial loans and commercial real estate loans greater than $1 million to determine the appropriateness of the assigned loan grade, including whether the loan should be reported as accruing or nonaccruing. For criticized nonaccrual loans, additional meetings are held with loan officers and their managers, workout specialists and senior management to discuss each of the relationships. In analyzing criticized loans, borrower-specific information is reviewed, including operating results, future cash flows, recent developments and the borrower’s outlook, and other pertinent data. The timing and extent of potential losses, considering collateral valuation and other factors, and the Company’s potential courses of action are contemplated.
With regard to residential real estate loans, the Company’s loss identification and estimation techniques make reference to loan performance and house price data in specific areas of the country where collateral securing the Company’s residential real estate loans is located. For residential real estate-related loans, including home equity loans and lines of credit, the excess of the loan balance over the net realizable value of the property collateralizing the loan is charged-off when the loan becomes 150 days delinquent. That charge-off is based on recent indications of value from external parties that are generally obtained shortly after a loan becomes nonaccrual. Loans to consumers that file for bankruptcy are generally charged off to estimated net collateral value shortly after the Company is notified of such filings. At September 30, 2020, approximately 60% of the Company’s home equity portfolio consisted of first lien loans and lines of credit. Of the remaining junior lien loans in the portfolio, approximately 61% (or approximately 24% of the aggregate home equity portfolio) consisted of junior lien loans that were behind a first lien mortgage loan that was not owned or serviced by the Company. To the extent known by the Company, if a senior lien loan would be on nonaccrual status because of payment delinquency, even if such senior lien loan was not owned by the Company, the junior lien loan or line that is owned by the Company is placed on nonaccrual status. In monitoring the credit quality of its home equity portfolio for purposes of determining the allowance for credit losses, the Company reviews delinquency and nonaccrual information and considers recent charge-off experience. When evaluating individual home equity loans and lines of credit for charge off and for purposes of determining the allowance for credit losses, the Company gives consideration to the required repayment of any first lien positions related to collateral property. Home equity line of credit terms vary but such lines are generally originated with an open draw period of ten years followed by an amortization period of up to twenty years. At September 30, 2020, approximately 84% of all outstanding balances of home equity lines of credit related to lines that were still in the draw period, the weighted-average remaining draw periods were approximately six years, and approximately 7% were making contractually allowed payments that do not include any repayment of principal.
Factors that influence the Company’s credit loss experience include overall economic conditions affecting businesses and consumers, generally, but also residential and commercial real estate valuations, in particular, given the size of the Company’s real estate loan portfolios. Commercial real estate valuations can be highly subjective, as they are based upon many assumptions. Such valuations can be significantly affected over relatively short periods of time by changes in business climate, economic conditions, interest rates and, in many cases, the results of operations of businesses and other occupants of the real property. Similarly, residential real estate valuations can be impacted by housing trends, the availability of financing at reasonable interest rates, and general economic conditions affecting consumers.
The Company generally estimates current expected credit losses on loans with similar risk characteristics on a collective basis. To estimate expected losses, the Company utilizes statistically developed models to project principal balances over the remaining contractual lives of the loan portfolios and determine estimated credit losses through a reasonable and supportable forecast period. The Company’s approach for estimating current expected credit losses for loans and leases at September 30, 2020, June 30, 2020 and January 1, 2020 included utilizing macro-economic assumptions to project losses over a two-year reasonable and supportable forecast period. Subsequent to the forecast period, the Company reverted to longer-term historical loss experience, over a period of
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one year, to estimate expected credit losses over the remaining contractual life. Forward-looking estimates of certain macro-economic variables are determined by the M&T Scenario Development Group, which is comprised of senior management business leaders and economists. Changes in the forecasted economic assumptions from January 1, 2020 to September 30, 2020 primarily reflect the projected impact of the COVID-19 pandemic. The assumptions utilized as of September 30, 2020 included an increase in the unemployment rate in the fourth quarter of 2020 to approximately 10% from 8% at the end of the third quarter of 2020, followed by a sustained high single-digit unemployment rate through 2022. The forecast also assumed gross domestic product to contract nearly 5.1% in 2020 and to then recover to pre-pandemic levels by the third quarter of 2022. Commercial real estate prices were assumed to decline by 17% in 2020, followed by improvement. Residential real estate prices were not assumed to fluctuate significantly. The assumptions utilized at June 30, 2020 include a decline in the unemployment rate in the third quarter of 2020 to approximately 9% from a peak of nearly 14% in the second quarter of 2020, followed by a sustained high single-digit unemployment rate through 2022. The forecast also assumed gross domestic product to contract nearly 7% in 2020 and then to recover to pre-pandemic levels by the second quarter of 2022. Residential real estate prices were not assumed to fluctuate significantly. The forecast at March 31, 2020 reflected a sharp contraction of economic activity in the second quarter of 2020 resulting in a projected unemployment rate of 9.3% and an annualized rate of decrease in gross domestic product as low as 26.1% with a decrease of 2.9% during 2020. The forecast utilized as of March 31 contemplated a significant economic recovery beginning in the third quarter of 2020. The assumptions utilized as of January 1, 2020 at the time of adoption of the expected credit loss accounting standard were significantly less severe. Those assumptions anticipated unemployment rates that averaged under 4% and steady growth in gross domestic product of 3.3% over the eight quarter forecast period. Forecasted changes in real estate prices as of that date were not significant. The assumptions utilized were based on information available to the Company at or near September 30, June 30, March 31 and January 1, 2020 at the time it was preparing its estimate of expected credit losses as of those dates.
In establishing the allowance for credit losses the Company also considers the impact of portfolio concentrations, changes in underwriting practices, product expansions into new markets, imprecision in its economic forecasts, geopolitical conditions and other risk factors that influence its loss estimation process. Geopolitical conditions assessed at the end of each quarter in 2020 included the potential impact of COVID-19 on economic activity that could influence the ability of customers to repay loan amounts in accordance with their contractual obligations. With respect to economic forecasts the Company assessed the likelihood of alternative economic scenarios during the two-year reasonable and supportable time period and of more negative or positive outcomes on its allowance for credit losses. Economic forecasts have changed rapidly in the recent past due to the uncertain impacts of COVID-19. Generally, an increase in unemployment rate or a decrease in any of the rate of change in gross domestic product, commercial real estate prices or home prices would have an adverse impact on expected credit losses and would likely result in an increase to the allowance for credit losses.
Further information about the Company’s methodology to estimate expected credit losses is included in note 3 of Notes to Financial Statements.
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Management believes that the allowance for credit losses at September 30, 2020 appropriately reflected expected credit losses inherent in the portfolio as of that date. The allowance for credit losses totaled $1.76 billion at September 30, 2020, compared with $1.18 billion on January 1, 2020 when the new accounting pronouncement became effective. The increases in the allowance for credit losses during each of the quarters of 2020 were primarily the result of forecasted economic conditions as a result of the COVID-19 pandemic and the expected impact of such conditions on borrowers’ abilities to repay loans. The allowance for credit losses totaled $1.04 billion at September 30, 2019, and $1.05 billion at December 31, 2019. As a percentage of loans and leases outstanding, the allowance was 1.79% at September 30, 2020, compared with 1.68% at June 30, 2020, 1.30% at January 1, 2020 and 1.16% at each of September 30, 2019 and December 31, 2019. Excluding the impact of $6.5 billion of government-guaranteed PPP loans originated by the Company in the second quarter of 2020, the allowance as a percentage of total loans and leases at September 30, 2020 was 1.91%. The level of the allowance reflects management’s evaluation of the loan and lease portfolio using the methodology and considering the factors previously referred to. Should the various economic forecasts and credit factors considered by management in establishing the allowance for credit losses change and should management’s assessment of losses in the loan portfolio also change, the level of the allowance as a percentage of loans could increase or decrease in future periods. The reported level of the allowance reflects management’s evaluation of the loan and lease portfolio as of each respective date.
Other Income
Other income totaled $521 million in the third quarter of 2020, compared with $528 million in the year-earlier quarter and $487 million in the second quarter of 2020. As compared with the third quarter of 2019, the recent quarter’s higher residential mortgage banking revenues and trust income were more than offset by lower service charges on deposit accounts and trading account and foreign exchange gains. The recent quarter’s improvement as compared with the second quarter of 2020 predominantly reflects higher service charges on deposit accounts, residential mortgage banking revenues and merchant discount and credit card fees.
Mortgage banking revenues were $153 million in the recent quarter, up from $137 million in the third quarter of 2019 and $145 million in the second 2020 quarter. Mortgage banking revenues are comprised of both residential and commercial mortgage banking activities. The Company’s involvement in commercial mortgage banking activities includes the origination, sales and servicing of loans under the multi-family loan programs of Fannie Mae, Freddie Mac and the U.S. Department of Housing and Urban Development.
Residential mortgage banking revenues, consisting of realized gains from sales of residential real estate loans and loan servicing rights, unrealized gains and losses on residential real estate loans held for sale and related commitments, residential real estate loan servicing fees, and other residential real estate loan-related fees and income, were $119 million in the third quarter of 2020, $88 million in the similar quarter of 2019 and $111 million in the second quarter of 2020. As compared with the earlier quarters, the higher residential mortgage banking revenues in the recent quarter resulted from increased gains associated with loans held for sale and related commitments, reflecting higher origination volumes and improved margins.
New commitments to originate residential real estate loans to be sold were approximately $1.2 billion in the third quarter of 2020, compared with $835 million in the year-earlier quarter and $1.1 billion in the second quarter of 2020. Realized gains from sales of residential real estate loans and loan servicing rights and recognized net unrealized gains or losses attributable to residential real estate loans held for sale, commitments to originate loans for sale and commitments to sell loans totaled to gains of $64 million in the third quarter of 2020, $23 million in the corresponding period of 2019 and $52 million in 2020’s second quarter.
Loans held for sale that were secured by residential real estate aggregated $571 million at September 30, 2020, $391 million at September 30, 2019 and $414 million at December 31, 2019. Commitments to sell residential real estate loans and commitments to originate residential real estate loans for sale at pre-determined rates totaled $1.34 billion and $1.13 billion, respectively, at September 30, 2020, compared with $759 million and $530 million, respectively, at September 30, 2019 and $713 million and $423 million, respectively, at December 31, 2019. Net recognized unrealized gains on residential real estate loans held for sale, commitments to sell loans, and commitments to originate loans for sale were $59 million at September 30, 2020 and $12 million at each of
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September 30, 2019 and December 31, 2019. Changes in net unrealized gains or losses are recorded in mortgage banking revenues and resulted in net increases in revenues of $15 million in the recent quarter, $2 million in the third quarter of 2019 and $26 million in the second quarter of 2020.
Revenues from servicing residential real estate loans for others were $55 million during the quarter ended September 30, 2020, compared with $65 million and $59 million during the three months ended September 30, 2019 and June 30, 2020, respectively. Residential real estate loans serviced for others totaled $94.9 billion at September 30, 2020, $98.3 billion at September 30, 2019 and $95.1 billion at each of June 30, 2020 and December 31, 2019. Reflected in residential real estate loans serviced for others were loans sub-serviced for others of $67.0 billion, $65.1 billion, $62.8 billion and $64.7 billion at September 30, 2020, September 30, 2019, December 31, 2019 and June 30, 2020, respectively. Revenues earned for sub-servicing loans totaled $30 million during the recent quarter, $33 million in the third quarter of 2019 and $34 million in the second quarter of 2020. During 2020, the Company added loans to its residential mortgage loan sub-servicing portfolio totaling approximately $2.0 billion in the first quarter, $6.9 billion in the second quarter and $7.0 billion in the third quarter. The contractual servicing rights associated with loans sub-serviced by the Company were predominantly held by affiliates of BLG. Information about the Company’s relationship with BLG and its affiliates is included in note 14 of Notes to Financial Statements.
Capitalized residential mortgage servicing assets totaled $202 million at September 30, 2020 (net of a $27 million valuation allowance), $226 million at September 30, 2019 (net of a $23 million valuation allowance), $237 million at December 31, 2019 (net of a $7 million valuation allowance) and $211 million at June 30, 2020 (net of a $27 million valuation allowance). Provisions for impairment of capitalized residential mortgage servicing rights of $10 million and $14 million were recorded in the second quarter of 2020 and the third quarter of 2019, respectively. Those provisions resulted from changes in the estimated fair value of capitalized mortgage servicing rights that reflected the impact of lower interest rates on the expected rate of residential mortgage loan prepayments. There was no similar provision in the third quarter of 2020.
Commercial mortgage banking revenues totaled $34 million in each of the third and second quarters of 2020 and $49 million in the third quarter of 2019. Included in such amounts were revenues from loan origination and sales activities of $19 million in each of the two most recent quarters and $32 million in 2019’s third quarter. Commercial real estate loans originated for sale to other investors were approximately $785 million in the recent quarter, compared with $1.5 billion in the third quarter of 2019 and $729 million in the second quarter of 2020. Loan servicing revenues totaled $15 million in each of the third and second quarters of 2020, compared with $17 million in the third quarter of 2019. Capitalized commercial mortgage servicing assets were $129 million and $128 million at September 30, 2020 and 2019, respectively, and $131 million at December 31, 2019. Commercial real estate loans serviced for other investors totaled $21.7 billion at September 30, 2020, $20.5 billion at September 30, 2019 and $21.0 billion at December 31, 2019. Those servicing amounts included $3.9 billion at each of September 30, 2020 and December 31, 2019 and $3.8 billion at September 30, 2019 of loan balances for which investors had recourse to the Company if such balances are ultimately uncollectible. Commitments to sell commercial real estate loans and commitments to originate commercial real estate loans for sale were $552 million and $216 million, respectively, at September 30, 2020, $591 million and $393 million, respectively, at September 30, 2019 and $193 million and $164 million, respectively, at December 31, 2019. Commercial real estate loans held for sale at September 30, 2020, September 30, 2019 and December 31, 2019 were $336 million, $197 million and $28 million, respectively.
Service charges on deposit accounts were $91 million and $111 million in the third quarters of 2020 and 2019, respectively, and $77 million in the second quarter of 2020. The declines in such service charges in the two most recent quarters as compared with the third quarter of 2019 resulted from lower consumer service charges, predominantly resulting from COVID-19 related fee waivers and lower customer transaction activity, and decreased commercial service charges, largely due to higher customer deposit levels that can be used by those customers to offset transaction-related fees. The improvement from the second to the third quarter of 2020 reflects increased customer transaction activity and the re-establishment of ATM fees.
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Trust income includes fees related to two significant businesses. The Institutional Client Services (“ICS”) business provides a variety of trustee, agency, investment management and administrative services for corporations and institutions, investment bankers, corporate tax, finance and legal executives, and other institutional clients who: (i) use capital markets financing structures; (ii) use independent trustees to hold retirement plan and other assets; and (iii) need investment and cash management services. The Wealth Advisory Services (“WAS”) business offers personal trust, planning, fiduciary, asset management, family office and other services designed to help high net worth individuals and families grow, preserve and transfer wealth. A comprehensive array of wealth management services are offered, including asset management, fiduciary services and family office services. Trust income aggregated $150 million in the third quarter of 2020, compared with $144 million in the year-earlier quarter and $152 million in the second quarter of 2020. Revenues associated with the ICS business were approximately $87 million during the quarter ended September 30, 2020, compared with $79 million and $85 million during the quarters ended September 30, 2019 and June 30, 2020, respectively. The higher revenues in the two most recent quarters as compared with the third quarter of 2019 reflect the impact of higher sales activities and increased retirement services income resulting from growth in collective fund balances. Revenues attributable to WAS totaled approximately $57 million during each of the three-month periods ended September 30, 2020 and 2019 and $60 million for the three-month period ended June 30, 2020. The lower revenues in the recent quarter as compared with the 2020 second quarter were largely attributable to annual tax service fees in the second quarter earned for assisting customers with their tax filings. Trust assets under management were $123.4 billion, $107.0 billion, $114.4 billion and $113.0 billion at September 30, 2020, September 30, 2019, June 30, 2020 and December 31, 2019, respectively. Trust assets under management include the Company’s proprietary mutual funds’ assets of $12.5 billion, $12.3 billion, $12.6 billion and $12.5 billion at September 30, 2020, September 30, 2019, June 30, 2020 and December 31, 2019, respectively. Additional trust income from investment management activities was $6 million and $8 million in the third quarters of 2020 and 2019, respectively, and $7 million in the second 2020 quarter, and is predominantly comprised of fees earned from retail customer investment accounts.
Brokerage services income, which includes revenues from the sale of mutual funds and annuities and securities brokerage fees, totaled $12 million in each of the third quarters of 2020 and 2019 and $10 million in the second quarter of 2020. Trading account and foreign exchange activity resulted in gains of $4 million, $16 million and $8 million during the quarters ended September 30, 2020, September 30, 2019 and June 30, 2020, respectively. The lower gains in the two most recent quarters as compared with the third quarter of 2019 were predominantly due to decreased activity related to interest rate swap agreements executed on behalf of commercial customers. The Company enters into interest rate and foreign exchange contracts with customers who need such services and concomitantly enters into offsetting trading positions with third parties to minimize the risks involved with these types of transactions. Information about the notional amount of interest rate, foreign exchange and other contracts entered into by the Company for trading account purposes is included in note 9 of Notes to Financial Statements and herein under the heading “Taxable-equivalent Net Interest Income.”
The Company recognized net gains on investment securities of $3 million in the recent quarter, $4 million in the third quarter of 2019 and $7 million in the second quarter of 2020. The gains represented unrealized gains on investments in Fannie Mae and Freddie Mac preferred stock.
Other revenues from operations were $108 million in the third quarter of 2020, compared with $104 million in the corresponding 2019 period and $87 million in the second quarter of 2020. Contributing to the increase in such revenues in the recent quarter as compared with the immediately preceding quarter were higher transaction-based merchant discount and credit card fees, credit-related fees, and other miscellaneous income. Included in other revenues from operations were the following significant components. Letter of credit and other credit-related fees aggregated $27 million in the recent quarter, $28 million in the year-earlier quarter and $25 million in the second quarter of 2020. Revenues from merchant discount and credit card fees were $28 million in the third quarter of 2020, compared with $31 million in the year-earlier quarter and $23 million in the second 2020 quarter. Tax-exempt income from bank owned life insurance, which includes increases in the cash surrender value of life insurance policies and benefits received, totaled $12 million in each of the third quarters of 2020 and 2019 and $13 million in the second quarter of 2020. Insurance-related sales commissions and other revenues totaled $11 million in the
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quarter ended September 30, 2020, compared with $10 million in each of 2019’s third quarter and the second quarter of 2020.
Other income totaled $1.54 billion during each of the first nine months of 2020 and 2019. Higher mortgage banking revenues and trust income in 2020 were offset by decreases in service charges on deposit accounts, trading account and foreign exchange gains, income from BLG and merchant discount and credit card fees, and unrealized losses on investment securities.
Mortgage banking revenues totaled $426 million during the first nine months of 2020, compared with $340 million during the similar period in 2019. Residential mortgage banking revenues aggregated $329 million and $226 million during the nine-month periods ended September 30, 2020 and 2019, respectively. New commitments to originate residential real estate loans to be sold aggregated $3.3 billion and $2.0 billion in the initial nine months of 2020 and 2019, respectively. Realized gains from sales of residential real estate loans and loan servicing rights and recognized unrealized gains and losses on residential real estate loans held for sale, commitments to originate loans for sale and commitments to sell loans aggregated to gains of $148 million and $46 million in the nine-month periods ended September 30, 2020 and 2019, respectively. Revenues from servicing residential real estate loans for others were $181 million in the first nine months of 2020 and $180 million in the corresponding 2019 period. Included in servicing revenues were sub-servicing revenues aggregating $101 million and $90 million in the first nine months of 2020 and 2019, respectively. For the nine months ended September 30, commercial mortgage banking revenues were $98 million and $114 million in 2020 and 2019, respectively. Commercial real estate loans originated for sale to other investors totaled $2.2 billion and $3.3 billion during the nine-month periods ended September 30, 2020 and 2019, respectively.
Service charges on deposit accounts aggregated $275 million during the first nine month of 2020, compared with $322 million in the year-earlier period. That decline was predominantly due to lower consumer service charges resulting from the impact of the pandemic, reflecting waived fees and lower customer transaction activity. Trust income totaled $451 million and $421 million during the first nine months of 2020 and 2019, respectively. The increase in trust income in 2020 as compared with 2019 was largely due to higher revenues from the ICS business, reflecting both sales activities and higher retirement services income from growth in collective fund balances. Brokerage services income totaled $35 million in the first nine months of 2020, compared with $37 million in the nine-month period ended September 30, 2019. Trading account and foreign exchange activity resulted in gains of $33 million and $45 million in the first nine months of 2020 and 2019, respectively. The lower gains in 2020 were predominantly due to decreased activity related to interest rate swap agreements executed on behalf of commercial customers.
Net unrealized losses on investment securities totaling $11 million were recognized during the first nine months of 2020, compared with net unrealized gains of $24 million in the corresponding 2019 period.
Other revenues from operations totaled $328 million in the first nine months of 2020, compared with $351 million in the year-earlier period. Other revenues from operations include the following significant components. Letter of credit and other credit-related fees aggregated $83 million and $81 million in 2020 and 2019, respectively. Income from bank owned life insurance totaled $37 million in the first nine months of 2020, compared with $38 million in the corresponding 2019 period. Merchant discount and credit card fees were $80 million and $89 million in the first nine months of 2020 and 2019, respectively. Insurance-related commissions and other revenues aggregated $36 million in each of 2020 and 2019. M&T’s investment in BLG resulted in income of $23 million in the first nine months of 2020 and $37 million in the similar 2019 period.
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Other Expense
Other expense totaled $827 million in the third quarter of 2020, compared with $878 million in the year-earlier quarter and $807 million in the second quarter of 2020. Included in those amounts are expenses considered to be “nonoperating” in nature consisting of amortization of core deposit and other intangible assets of $4 million in each of the two most recent quarters and $5 million in the third quarter of 2019. Exclusive of those nonoperating expenses, noninterest operating expenses were $823 million in the recent quarter, compared with $873 million in the third quarter of 2019 and $803 million in the second 2020 quarter. The lower level of expenses in the recent quarter as compared with the third quarter of 2019 was largely attributable to lower costs for professional and outside services, advertising and marketing, and travel and entertainment. The last two categories reflect reduced business activities associated with the COVID-19 pandemic. Additionally, the third quarter of 2019 included a $14 million addition to the valuation allowance for capitalized mortgage servicing rights. There was no similar expense in the recent quarter. As compared with the second quarter of 2020, higher salaries and employee benefits in the recent quarter contributed to the increased expenses, partially offset by a $10 million addition to the valuation allowance for capitalized mortgage servicing rights recognized in the second quarter of 2020. Table 2 provides a reconciliation of other expense to noninterest operating expense.
Other expense for the first nine months of 2020 totaled $2.54 billion, compared with $2.64 billion in the year-earlier period. Included in those amounts are expenses considered to be “nonoperating” in nature consisting of amortization of core deposit and other intangible assets of $12 million and $15 million in the nine-month periods ended September 30, 2020 and 2019, respectively. Exclusive of those nonoperating expenses, noninterest operating expenses for the first three quarters of 2020 were $2.53 billion, compared with $2.63 billion in the similar 2019 period. The decline in noninterest operating expenses was largely attributable to a $48 million charge recorded in the second quarter of 2019 to reduce the carrying value of an investment in an asset manager that had been accounted for using the equity method of accounting to its estimated realizable value. The sale of that investment was completed in September 2019. Also contributing to the decline were lower costs for legal-related matters and professional and outside services, partially offset by higher salaries and employee benefits expenses in the 2020 period.
Salaries and employee benefits expense totaled $479 million in the third quarter of 2020, compared with $477 million in the year-earlier quarter and $459 million in the second quarter of 2020. The increase in salaries and employee benefits expense in the recent quarter as compared with the second quarter of 2020 was predominantly due to higher incentive compensation, resulting in part from increased business activities and one more business day. During the first nine months of 2020 and 2019, salaries and employee benefits expense aggregated $1.47 billion and $1.43 billion, respectively. The higher expense level in 2020 largely reflects the impact of merit and other increases for employees and increased employee benefit costs, partially offset by lower incentive compensation costs. Salaries and employee benefits expense included stock-based compensation of $12 million in each of the three-month periods ended September 30, 2020 and September 30, 2019 and $13 million in the three-month period ended June 30, 2020, and $69 million and $65 million during the nine-month periods ended September 30, 2020 and 2019, respectively. The number of full-time equivalent employees was 16,980 at September 30, 2020, compared with 17,536 and 17,098 at September 30, 2019 and June 30, 2020, respectively.
Excluding the nonoperating expense items described earlier from each quarter, nonpersonnel operating expenses were $344 million in each of the quarters ended September 30, 2020 and June 30, 2020 and $396 million in the quarter ended September 30, 2019. On that same basis, such expenses were $1.05 billion and $1.20 billion in the nine-month periods ended September 30, 2020 and 2019, respectively. The decline in nonpersonnel expenses in the recent quarter as compared with the third quarter of 2019 reflects lower costs for professional and outside services, advertising and marketing, and travel and entertainment. The decline in nonpersonnel operating expenses in the first nine months of 2020 as compared with the similar 2019 period reflected the $48 million charge related to the asset manager investment in the second quarter of 2019 and reduced costs for legal-related matters, professional services, advertising and marketing, and travel and entertainment.
The efficiency ratio measures the relationship of noninterest operating expenses to revenues. The Company’s efficiency ratio was 56.2% during the recent quarter, compared with 56.0% and 55.7% in the third quarter of 2019
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and second quarter of 2020, respectively. The efficiency ratios for the nine-month periods ended September 30, 2020 and 2019 were 57.0% and 56.5%, respectively. The calculation of the efficiency ratio is presented in Table 2.
Income Taxes
The provision for income taxes was $115 million in the third quarter of 2020, compared with $155 million and $71 million in the year-earlier quarter and the second quarter of 2020, respectively. For the nine-month periods ended September 30, 2020 and 2019, the provisions for income taxes were $267 million and $459 million, respectively. The effective tax rates were 23.6%, 24.4% and 22.8% for the quarters ended September 30, 2020, September 30, 2019 and June 30, 2020, respectively, and 23.2% and 24.2% for the nine-month periods ended September 30, 2020 and 2019, respectively.
The effective tax rate is affected by the level of income earned that is exempt from tax relative to the overall level of pre-tax income, the level of income allocated to the various state and local jurisdictions where the Company operates, because tax rates differ among such jurisdictions, and the impact of any large discrete or infrequently occurring items. The Company’s effective tax rate in future periods will also be affected by any change in income tax laws or regulations and interpretations of income tax regulations that differ from the Company’s interpretations by any of various tax authorities that may examine tax returns filed by M&T or any of its subsidiaries.
Shareholders’ equity was $16.1 billion at September 30, 2020, representing 11.61% of total assets, compared with $15.8 billion or 12.57% a year earlier and $15.7 billion or 13.11% at December 31, 2019.
Included in shareholders’ equity was preferred stock with financial statement carrying values of $1.25 billion at each of September 30, 2020, September 30, 2019 and December 31, 2019.
Common shareholders’ equity was $14.9 billion, or $115.75 per share, at September 30, 2020, compared with $14.5 billion, or $109.84 per share, a year earlier and $14.5 billion, or $110.78 per share, at December 31, 2019. Tangible equity per common share, which excludes goodwill and core deposit and other intangible assets and applicable deferred tax balances, was $79.85 at the end of the recent quarter, compared with $74.93 at September 30, 2019 and $75.44 at December 31, 2019. The Company’s ratio of tangible common equity to tangible assets was 7.64% at September 30, 2020, compared with 8.20% a year earlier and 8.55% at December 31, 2019. Reconciliations of total common shareholders’ equity and tangible common equity and total assets and tangible assets as of each of those respective dates are presented in table 2.
Shareholders’ equity reflects accumulated other comprehensive income or loss, which includes the net after-tax impact of unrealized gains or losses on investment securities classified as available for sale, remaining unrealized losses on held-to-maturity securities transferred from available for sale that have not yet been amortized, gains or losses associated with interest rate swap agreements designated as cash flow hedges, foreign currency translation adjustments and adjustments to reflect the funded status of defined benefit pension and other postretirement plans. Net unrealized gains on investment securities reflected in shareholders’ equity, net of applicable tax effect, were $152 million, or $1.18 per common share, at September 30, 2020, $30 million, or $.22 per common share, at September 30, 2019 and $37 million, or $.29 per common share, at December 31, 2019. Changes in unrealized gains and losses on investment securities are predominantly reflective of the impact of changes in interest rates on the values of such securities. Information about unrealized gains and losses as of September 30, 2020 and December 31, 2019 is included in note 2 of Notes to Financial Statements.
Reflected in the carrying amount of available-for-sale investment securities at September 30, 2020 were pre-tax effect unrealized gains of $223 million on securities with an amortized cost of $4.9 billion and pre-tax effect unrealized losses of $11 million on securities with an amortized cost of $159 million. Information concerning the Company’s fair valuations of investment securities is provided in notes 2 and 11 of Notes to Financial Statements.
Each reporting period the Company reviews its available-for-sale investment securities for declines in value that might be indicative of credit-related losses through an analysis of the creditworthiness of the issuer or the credit performance of the underlying collateral supporting the bond. If the Company does not expect to recover the entire
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amortized cost basis of a debt security a credit loss is recognized and such loss would be recognized in the consolidated statement of income. Beginning January 1, 2020, an allowance for credit losses would reduce the carrying value of available-for-sale investment securities. Previously if a credit-related loss was deemed to have occurred, the investment security’s cost basis was adjusted, as appropriate for the circumstances. A loss is also recognized in the consolidated statement of income if the Company intends to sell a bond or it more likely than not will be required to sell a bond before recovery of the amortized cost basis.
As of September 30, 2020, based on a review of each of the securities in the available-for-sale investment securities portfolio, the Company concluded that it expected to realize the amortized cost basis of each security. As of September 30, 2020, the Company did not intend to sell nor is it anticipated that it would be required to sell any securities for which fair value was less than the amortized cost basis of the security. The Company intends to continue to closely monitor the performance of its securities because changes in their underlying credit performance or other events could cause the amortized cost basis of those securities to become uncollectible.
On January 1, 2020 the Company adopted amended accounting guidance that requires investment securities held to maturity to be presented at their net carrying value that is expected to be collected over their contractual term. The Company estimated no material allowance for credit losses for its investment securities classified as held-to-maturity at January 1, 2020 and September 30, 2020 as the substantial majority of such investment securities were obligations backed by the U.S. government or its agencies. The Company assessed the potential for expected credit losses on privately issued mortgage-backed securities in the held-to-maturity portfolio by performing internal modeling to estimate bond-specific cash flows considering recent performance of the mortgage loan collateral and utilizing assumptions about future defaults and loss severity. These bond-specific cash flows also reflect the placement of the bond in the overall securitization structure and the remaining subordination levels. In total, at September 30, 2020 and December 31, 2019, the Company had in its held-to-maturity portfolio privately issued mortgage-backed securities with an amortized cost basis of $80 million and $93 million, respectively, and a fair value of $73 million and $87 million, respectively. At September 30, 2020, 82% of the mortgage-backed securities were in the most senior tranche of the securitization structure with 14% being independently rated as investment grade. The mortgage-backed securities are generally collateralized by residential and small-balance commercial real estate loans originated between 2004 and 2008. Given the securitization structure, some of the bonds held by the Company may defer interest payments in certain circumstances, but after considering the repayment structure and estimated future collateral cash flows of each individual bond, the Company has concluded that as of September 30, 2020, it expected to recover the amortized cost basis of those privately issued mortgage-backed securities. Nevertheless, it is possible that adverse changes in the estimated future performance of mortgage loan collateral underlying such securities could impact the Company’s conclusions.
Adjustments to reflect the funded status of defined benefit pension and other postretirement plans, net of applicable tax effect, reduced accumulated other comprehensive income by $315 million, or $2.46 per common share, at September 30, 2020, $252 million, or $1.91 per common share, at September 30, 2019 and $342 million, or $2.62 per common share, at December 31, 2019.
Pursuant to previously approved capital plans and authorizations by M&T’s Board of Directors, M&T repurchased 2,577,000 shares of its common stock for $374 million in the first quarter of 2020. There were no repurchases of common stock in either of the two most recent quarters. In light of the COVID-19 pandemic impact on overall economic conditions and consistent with regulatory guidance, M&T has ceased repurchasing its common stock for the time being and does not anticipate repurchasing any shares during the fourth quarter of 2020. M&T repurchased 1,933,000 shares of its common stock for $300 million in the third quarter of 2019 and 6,533,000 shares for $1.07 billion during the first nine months of 2019.
M&T’s Board of Directors authorized an increase in the quarterly common stock dividend to $1.10 per common share in the fourth quarter of 2019, up from the previous rate of $1.00 per common share. Cash dividends declared on M&T’s common stock totaled $142 million during each of the quarters ended September 30, 2020 and June 30, 2020 and $133 million in the third quarter of 2019. Common stock dividends during the nine-month periods ended September 30, 2020 and 2019 were $427 million and $407 million, respectively. Cash dividends declared on preferred stock aggregated $17 million in each of the two most recent quarters and $19 million in the third quarter of
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2019. Cash dividends on preferred stock totaled $51 million and $55 million during the nine months ended September 30, 2020 and 2019, respectively.
M&T and its subsidiary banks are required to comply with applicable capital adequacy standards established by the federal banking agencies. Pursuant to those regulations, the minimum capital ratios are as follows:
4.5% Common Equity Tier 1 (“CET1”) to risk-weighted assets (each as defined in the capital regulations);
6.0% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets (each as defined in the capital regulations);
8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets (each as defined in the capital regulations); and
4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”), as defined in the capital regulations.
In addition, capital regulations require a “capital conservation buffer” of 2.5% composed entirely of CET1 on top of the minimum risk-weighted asset ratios.
The federal bank regulatory agencies have issued rules that allow banks and bank holding companies to phase -in the impact of adopting the expected credit loss accounting model on regulatory capital. Those rules allow banks and bank holding companies to delay for two years the day one impact on retained earnings of adopting the expected loss accounting standard and 25% of the cumulative change in the reported allowance for credit losses subsequent to the initial adoption, followed by a three-year transition period. M&T and its subsidiary banks have elected to adopt these rules and the impact is reflected in the regulatory capital ratios presented below.
The regulatory capital ratios of the Company and its bank subsidiaries, M&T Bank and Wilmington Trust, N.A., as of September 30, 2020 are presented in the accompanying table.
REGULATORY CAPITAL RATIOS
M&T
Wilmington
(Consolidated)
Bank
Trust, N.A.
Common equity Tier 1
9.81%
10.78%
61.96%
Tier 1 capital
11.01%
Total capital
13.31%
12.60%
62.17%
Tier 1 leverage
8.51%
8.34%
12.48%
The Company is subject to the comprehensive regulatory framework applicable to bank and financial holding companies and their subsidiaries, which includes examinations by a number of regulators. Regulation of financial institutions such as M&T and its subsidiaries is intended primarily for the protection of depositors, the Deposit Insurance Fund of the FDIC and the banking and financial system as a whole, and generally is not intended for the protection of shareholders, investors or creditors other than insured depositors. Changes in laws, regulations and regulatory policies applicable to the Company’s operations can increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive environment in which the Company operates, all of which could have a material effect on the business, financial condition or results of operations of the Company and in M&T’s ability to pay dividends. For additional information concerning this comprehensive regulatory framework, refer to Part I, Item 1 of M&T’s Form 10-K for the year ended December 31, 2019.
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Segment Information
The Company's reportable segments have been determined based upon its internal profitability reporting system, which is organized by strategic business unit. Financial information about the Company's segments is presented in note 13 of Notes to Financial Statements. The reportable segments are Business Banking, Commercial Banking, Commercial Real Estate, Discretionary Portfolio, Residential Mortgage Banking and Retail Banking.
The Business Banking segment recorded net income of $36 million in the third quarter of 2020, down from $46 million in the third quarter of 2019 and $38 million in the second quarter of 2020. As compared with 2019’s third quarter, the recent quarter’s lower net income primarily reflected declines of $8 million in net interest income and $4 million in service charges on deposit accounts. The decrease in net interest income resulted largely from a narrowing of the net interest margin on deposits and loans of 111 basis points and 74 basis points, respectively, partially offset by higher average outstanding balances of deposits and loans of $4.1 billion and $3.4 billion, respectively. The lower service charges on deposit accounts reflect the impact of the COVID-19 pandemic that has resulted in waived fees and lower customer transaction activity. The modest decrease in net income in the recent quarter as compared with the second quarter of 2020 reflected a $9 million decline in net interest income, resulting largely from a 48 basis point narrowing of the net interest margin on deposits. Partially offsetting that unfavorable factor were a $4 million decrease in the provision for credit losses, due to lower net charge-offs, and higher merchant discount and credit card fees of $2 million. Net income for the Business Banking segment totaled $106 million during the first nine months of 2020, compared with $132 million in the corresponding 2019 period. That 19% decrease was predominantly attributable to an $11 million increase in the provision for credit losses, due largely to higher net charge-offs, $7 million of declines in each of net interest income and service charges on deposit accounts, and a $6 million increase in salaries and employee benefits expenses. The lower net interest income reflected a narrowing of the net interest margin on deposits and loans of 83 basis points and 43 basis points, respectively, partially offset by an increase in average outstanding deposit and loan balances of $2.6 billion and $2.1 billion, respectively. The decrease in service charges on deposit accounts reflected the impact of the pandemic that has resulted in waived fees and reduced customer transaction activity.
Net income earned by the Commercial Banking segment totaled $131 million during the recent quarter, down slightly from $133 million in the year-earlier quarter, but up from $111 million in the second quarter of 2020. As compared with the third quarter of 2019, unfavorable factors in the recent quarter included a $4 million decrease in net interest income that reflected a 101 basis point narrowing of the net interest margin on deposits, partially offset by higher average outstanding deposits of $7.8 billion, and a $4 million decline in trading account and foreign exchange gains that resulted from decreased activity related to interest rate swap agreements executed on behalf of commercial customers. Those unfavorable factors were partially offset by increased gains on the sale of equipment previously leased to customers of $5 million. The 18% rise in net income in the recent quarter as compared with the second quarter of 2020 was driven by a $38 million decrease in the provision for credit losses, due to lower loan balances and net charge-offs, $5 million of gains on the sale of previously leased equipment in the recent quarter and a $9 million write-down of equipment leased to customers under operating leases during the second 2020 quarter. Partially offsetting those positive factors was a decrease in net interest income of $23 million, reflecting a 57 basis point narrowing of the net interest margin on deposits. Through the first nine months of the year, net income for the Commercial Banking segment totaled $386 million in 2020, little changed from $388 million in 2019. The largely offsetting factors contributing to the slight decline were a $34 million increase in the provision for credit losses, due to higher loan balances and net charge-offs, and a $9 million write-down of equipment in 2020 that was leased to customers, offset by a $26 million increase in net interest income, a $7 million increase in credit-related fees, and increased gains on the sale of equipment previously leased to customers of $5 million. The higher net interest income reflected higher average outstanding deposit and loan balances of $5.3 billion and $2.3 billion, respectively, partially offset by a 76 basis point narrowing of the net interest margin on deposits.
The Commercial Real Estate segment contributed net income of $87 million in the third quarter of 2020, down from $131 million in the similar 2019 period and $107 million in the second quarter of 2020. The 34% decline in net income as compared with the third quarter of 2019 reflected a $19 million increase in the provision for credit losses, due to higher net charge-offs and loan growth, a $14 million decrease in net interest income, a $12 million decline in
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mortgage banking revenues reflecting decreased gains on loans originated for sale, and lower trading account and foreign exchange gains of $7 million. The decrease in net interest income reflected a narrowing of the net interest margin on deposits and loans of 99 basis points and 26 basis points, respectively, partially offset by a $1.7 billion increase in average outstanding loan balances. The $20 million decrease in the recent quarter’s net income as compared with the immediately preceding quarter was largely the result of a $22 million decline in net interest income and a $7 million increase in salaries and employee benefits, partially offset by a $4 million decrease in the provision for credit losses, mainly due to lower net charge-offs. The decrease in net interest income resulted from a 30 basis point narrowing of the net interest margin on loans. Net income for the Commercial Real Estate segment was $312 million during the nine-month period ended September 30, 2020, down 16% from $370 million in the corresponding 2019 period. That decline resulted from a $41 million increase in the provision for credit losses, due to higher net charge-offs and loan growth, lower net interest income of $11 million, a $10 million decrease in mortgage banking revenues reflecting decreased gains on loans originated for sale, and higher FDIC assessments of $5 million. The decrease in net interest income resulted from a narrowing of the net interest margin on deposits and loans of 71 basis points and 13 basis points, respectively, partially offset by higher average outstanding loan balances of $1.5 billion.
Net income recorded by the Discretionary Portfolio segment aggregated $97 million during the three-month period ended September 30, 2020, compared with $30 million in the year-earlier period and $96 million in the second quarter of 2020. The significant rise in the recent quarter’s net income as compared with the third quarter of 2019 was due primarily to an $86 million increase in net interest income that reflects higher income from interest rate swap agreements. The slight improvement in net income in the recent quarter as compared with the immediately preceding quarter reflected an increase in net interest income of $5 million, partially offset by a $4 million decrease in valuation gains associated with marketable equity securities. Net income for this segment for the first nine months totaled $219 million in 2020 and $107 million in 2019. The primary factor contributing to that increase was a $191 million rise in net interest income, reflecting additional income from interest rate swap agreements utilized as part of the Company’s management of interest rate risk. Partially offsetting that factor were valuation losses associated with marketable equity securities (compared with gains in the 2019 period) representing a change of $35 million and higher centrally-allocated costs of $7 million associated with data processing, risk management and other support services provided to the Discretionary Portfolio segment.
The Residential Mortgage Banking segment contributed net income of $45 million in the recent quarter, compared with $16 million in the third quarter of 2019 and $37 million in the second quarter of 2020. The recent quarter improvement from the third quarter of 2019 was largely driven by a $43 million increase in revenues associated with mortgage origination and sales activities (including intersegment revenues) and a $12 million increase in net interest income, reflecting an increase in average outstanding loan balances of $1.4 billion that was predominantly the result of repurchases of previously sold government guaranteed loans of $1.6 billion during the third quarter. Offsetting those favorable factors were lower servicing-related fees (including intersegment costs) of $11 million and a $10 million rise in centrally-allocated costs associated with data processing, risk management and other support services provided to the Residential Mortgage Banking segment. As compared with the second quarter of 2020, the higher net income in the recent quarter reflected a $12 million increase in revenues associated with mortgage origination and sales activities (including intersegment revenues) and a $10 million increase in net interest income that reflected an increase in average outstanding loan balances of $1.4 billion, partially offset by a $6 million rise in centrally-allocated costs associated with data processing, risk management and other support services provided to this segment and lower revenues from servicing residential real estate loans (including intersegment revenues) of $4 million. The Residential Mortgage Banking segment earned $107 million in the first nine months of 2020, compared with $36 million in the similar period of 2019. Higher revenues associated with mortgage origination and sales activities (including intersegment revenues) of $113 million and a $17 million increase in net interest income, reflecting an increase in average outstanding loan balances of $713 million, were partially offset by a $16 million increase in personnel-related costs largely associated with increased origination activities and a $10 million rise in centrally-allocated costs associated with data processing, risk management and other support services provided to the Residential Mortgage Banking segment.
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Net income for the Retail Banking segment totaled $85 million in the third quarter of 2020, compared with $132 million in the corresponding quarter of 2019 and $86 million in the second quarter of 2020. The decline as compared with the third quarter of 2019 reflected a $62 million decrease in net interest income, a $15 million decline in service charges on deposit accounts and a $10 million increase in centrally-allocated costs associated with data processing, risk management and other support services provided to the Retail Banking segment. The lower net interest income reflected a 92 basis point narrowing of the net interest margin on deposits, partially offset by higher average outstanding deposit balances of $3.7 billion. The decline in service charges reflected fee waivers and lower customer transaction activity as a result of the COVID-19 pandemic. Partially offsetting those factors were a $10 million decrease in the provision for credit losses, reflecting lower net charge-offs, a $5 million decline in advertising and marketing expense, and lower salaries and employee benefits of $4 million. The modest decline in net income in the recent quarter as compared with the second quarter of 2020 reflected a decrease in net interest income of $20 million and a $6 million rise in centrally-allocated costs associated with data processing, risk management and other support services provided to the Retail Banking segment, partially offset by increased consumer service charges on deposit accounts of $13 million and lower personnel-related costs of $9 million. The decrease in net interest income reflected a narrowing of the net interest margin on deposits of 33 basis points, partially offset by higher average deposit balances of $1.1 billion. The increased consumer service charges on deposit accounts reflect lower fee waivers and increased customer transaction activity. The Retail Banking segment recorded net income of $282 million and $417 million in the first nine months of 2020 and 2019, respectively. The decline from 2019 reflected lower net interest income of $137 million, a $39 million decrease in consumer service charges on deposit accounts, and an $8 million increase in salaries and employee benefits expenses. The decrease in net interest income reflected a 71 basis point narrowing of the net interest margin on deposits, offset, in part, by higher average outstanding deposit and loan balances of $1.7 billion and $1.4 billion, respectively. The lower consumer service charges on deposit accounts reflect fee waivers and lower customer transaction activity as a result of the COVID-19 pandemic. Lower advertising and promotional expenses of $8 million and a $7 million decrease in the provision for credit losses partially offset the unfavorable factors.
The “All Other” category reflects other activities of the Company that are not directly attributable to the reported segments. Reflected in this category are the amortization of core deposit and other intangible assets resulting from the acquisitions of financial institutions, distributed income from BLG, merger-related expenses resulting from acquisitions (when incurred) and the net impact of the Company’s allocation methodologies for internal transfers for funding charges and credits associated with the earning assets and interest-bearing liabilities of the Company’s reportable segments and the provision for credit losses. The “All Other” category also includes trust income of the Company that reflects the ICS and WAS business activities. The various components of the “All Other” category resulted in net losses totaling $110 million for the quarter ended September 30, 2020, $7 million in the year-earlier quarter and $234 million in the second quarter of 2020. As compared with the third quarter of 2019, the increased net loss in the recent quarter resulted from an increase in the provision for credit losses of $96 million and the unfavorable impact from the Company’s allocation methodologies for internal transfers for funding charges and credits associated with earning assets and interest-bearing liabilities of the Company’s reportable segments. Those unfavorable factors were partially offset by decreased costs for legal and professional services of $36 million. As compared with the second quarter of 2020, a $130 million decrease in the provision for credit losses and the favorable impact from the Company’s allocation methodologies for internal transfers for funding charges and credits associated with earning assets and interest-bearing liabilities of the Company’s reportable segments were partially offset by higher personnel-related costs of $16 million. The “All Other” category had net losses of $530 million and $15 million for the nine-month periods ended September 30, 2020 and 2019, respectively. The increased net loss in the current year reflected an increase in the provision for credit losses of $526 million, the unfavorable impact from the Company’s allocation methodologies for internal transfers for funding charges and credits associated with earning assets and interest-bearing liabilities of the Company’s reportable segments, a $22 million increase in outside data processing and software expenses, and higher personnel-related costs of $19 million. Partially offsetting those factors was a $77 million decrease in professional services costs, a $48 million charge in the second quarter of 2019 to reduce the carrying value of an investment in an asset manager, and higher trust income of $30 million.
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Recent Accounting Developments
A discussion of recent accounting developments is included in note 15 of Notes to Financial Statements.
Forward-Looking Statements
Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this quarterly report contain forward-looking statements that are based on current expectations, estimates and projections about the Company’s business, management’s beliefs and assumptions made by management. Any statement that does not describe historical or current facts is a forward-looking statement, including statements regarding the potential effects of the COVID-19 pandemic on the Company’s business, financial condition, liquidity and results of operations. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could,” or “may,” or by variations of such words or by similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Forward-looking statements speak only as of the date they are made and the Company assumes no duty to update forward-looking statements.
Future Factors include changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; prepayment speeds, loan originations, credit losses and market values on loans, collateral securing loans, and other assets; sources of liquidity; common shares outstanding; common stock price volatility; fair value of and number of stock-based compensation awards to be issued in future periods; risks and uncertainties relating to the impact of the COVID-19 pandemic; the impact of changes in market values on trust-related revenues; legislation and/or regulation affecting the financial services industry as a whole, and M&T and its subsidiaries individually or collectively, including tax legislation or regulation; regulatory supervision and oversight, including monetary policy and capital requirements; changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board, regulatory agencies or legislation; increasing price and product/service competition by competitors, including new entrants; rapid technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the mix of products/services; containing costs and expenses; governmental and public policy changes; protection and validity of intellectual property rights; reliance on large customers; technological, implementation and cost/financial risks in large, multi-year contracts; the outcome of pending and future litigation and governmental proceedings, including tax-related examinations and other matters; continued availability of financing; financial resources in the amounts, at the times and on the terms required to support M&T and its subsidiaries' future businesses; and material differences in the actual financial results of merger, acquisition and investment activities compared with M&T's initial expectations, including the full realization of anticipated cost savings and revenue enhancements.
These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic and political conditions, either nationally or in the states in which M&T and its subsidiaries do business, including interest rate and currency exchange rate fluctuations, changes and trends in the securities markets, and other Future Factors.
Further, statements about the potential effects of the COVID-19 pandemic on the Company’s business, financial condition, liquidity and results of operations may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond the Company’s control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on customers, clients, third parties and the Company.
M&T provides further detail regarding these risks, uncertainties and other factors elsewhere in this quarterly report and in other public filings, including the risk factors described in Form 10-K for the year ended December 31, 2019 and this quarterly report.
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Table 1
QUARTERLY TRENDS
Earnings and dividends
Amounts in thousands, except per share
Interest income (taxable-equivalent basis)
1,005,180
1,036,476
1,125,482
1,191,295
1,235,048
1,243,838
1,232,276
75,105
143,614
177,070
196,432
176,249
947,114
961,371
981,868
1,014,225
1,035,469
1,047,406
1,056,027
Less: provision for credit losses
325,000
250,000
54,000
55,000
22,000
487,273
529,360
521,040
512,095
500,765
Less: other expense
807,042
906,416
823,683
873,032
894,348
Income before income taxes
490,901
316,602
354,812
657,582
640,629
631,469
640,444
Applicable income taxes
71,314
80,927
159,124
152,284
151,735
Taxable-equivalent adjustment
4,019
4,234
5,063
5,392
5,579
5,925
5,967
241,054
268,822
493,066
473,260
482,742
Net income available to common shareholders-diluted
223,099
250,701
473,372
452,633
462,086
Per common share data
Basic earnings
1.74
1.93
3.60
3.34
3.35
Diluted earnings
Cash dividends
1.10
128,275
129,696
131,512
135,433
137,889
128,333
129,755
131,549
135,464
137,920
Performance ratios, annualized
Return on
Average assets
.90
1.60
1.58
1.68
Average common shareholders’ equity
9.53
6.13
7.00
12.95
12.73
12.68
13.14
Net interest margin on average earning assets
(taxable-equivalent basis)
2.95
3.13
3.65
3.64
3.78
3.91
4.04
.96
.99
Net operating (tangible) results (a)
Net operating income (in thousands)
375,029
243,958
271,705
496,237
483,830
477,001
486,440
Diluted net operating income per common share
2.77
1.95
3.62
3.50
3.37
3.38
Annualized return on
Average tangible assets
.74
.94
1.67
1.66
Average tangible common shareholders’ equity
13.94
9.04
10.39
19.08
18.85
18.83
19.56
Efficiency ratio (b)
56.17
55.71
58.91
53.15
55.95
55.98
57.56
Balance sheet data
In millions, except per share
Average balances
Total assets (c)
140,181
136,446
120,585
122,554
120,388
118,487
116,839
Total tangible assets (c)
135,574
131,836
115,972
117,938
115,769
113,864
112,213
Earning assets
127,689
123,492
108,226
110,581
108,643
107,511
106,096
7,876
8,500
9,102
10,044
11,075
12,170
12,949
97,797
91,706
90,244
90,078
89,150
88,477
Deposits
96,166
96,903
91,371
89,733
Common shareholders’ equity (c)
14,823
14,703
14,470
14,582
14,464
14,398
14,337
Tangible common shareholders’ equity (c)
10,216
10,093
9,857
9,966
9,845
9,775
9,711
At end of quarter
138,627
139,537
124,578
119,873
125,501
121,555
120,025
134,021
134,928
119,966
115,258
120,883
116,934
115,400
126,418
127,149
112,046
107,673
113,067
110,323
108,849
7,723
8,454
8,957
9,497
10,678
11,580
12,537
98,447
97,758
94,142
90,923
89,823
89,878
88,640
115,163
114,968
100,183
94,770
95,114
91,681
90,470
Common shareholders’ equity, net of undeclared
cumulative preferred dividends (c)
14,851
14,695
14,566
14,467
14,530
14,457
14,353
10,245
10,086
9,954
9,852
9,912
9,836
9,728
Equity per common share
115.75
114.54
113.54
110.78
109.84
107.73
105.04
Tangible equity per common share
79.85
78.62
77.60
75.44
74.93
73.29
71.19
Excludes amortization and balances related to goodwill and core deposit and other intangible assets and merger-related expenses which, except in the calculation of the efficiency ratio, are net of applicable income tax effects. A reconciliation of net income and net operating income appears in Table 2.
Excludes impact of merger-related expenses and net securities transactions.
The difference between total assets and total tangible assets, and common shareholders’ equity and tangible common shareholders’ equity, represents goodwill, core deposit and other intangible assets, net of applicable deferred tax balances. A reconciliation of such balances appears in Table 2.
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Table 2
RECONCILIATION OF QUARTERLY GAAP TO NON-GAAP MEASURES
Income statement data (in thousands, except per share)
Amortization of core deposit and other
intangible assets (a)
2,883
3,171
3,749
3,741
3,698
Net operating income
Earnings per common share
Diluted net operating earnings per common share
intangible assets
(3,914
(3,913
(4,305
(5,088
(5,077
(5,020
Noninterest operating expense
822,860
803,129
902,503
819,378
872,531
867,955
889,328
Efficiency ratio
Noninterest operating expense (numerator)
Taxable-equivalent net interest income
Less: Gain (loss) on bank investment securities
6,969
(20,782
(6,452
8,911
11,841
Denominator
1,464,902
1,441,675
1,532,010
1,541,717
1,559,511
1,550,590
1,544,951
Balance sheet data (in millions)
(4,593
(19
(23
(27
(36
(41
(45
Deferred taxes
Average common equity
Average total equity
16,073
15,953
15,720
15,832
15,837
15,630
15,569
Preferred stock
(1,250
(1,373
(1,232
Average tangible common equity
(25
(29
(33
(44
Total tangible assets
Total common equity
Total equity
16,101
15,945
15,816
15,717
15,780
15,692
15,588
Undeclared dividends - cumulative preferred stock
Common equity, net of undeclared
cumulative preferred dividends
Total tangible common equity
After any related tax effect.
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Table 3
AVERAGE BALANCE SHEETS AND ANNUALIZED TAXABLE-EQUIVALENT RATES
2020 Third Quarter
2020 Second Quarter
2020 First Quarter
Interest
Rate
Average balance in millions; interest
in thousands
Loans and leases, net of unearned
discount (a)
217,171
3.05
29,733
229,058
3.10
24,290
247,344
4.10
Real estate – commercial
398,619
4.19
36,947
412,362
4.42
36,034
440,291
4.83
Real estate – consumer
152,594
3.69
15,599
156,135
4.00
15,931
160,650
4.03
192,223
4.76
15,518
187,041
4.85
15,451
203,546
5.30
Total loans and leases, net
960,607
3.89
984,596
4.05
1,051,831
4.61
16,440
.10
16,454
4,179
6,130
18,966
1.24
Federal funds sold and agreements
to resell securities
5,113
1,615
.13
692
197
1,224
4,072
1.34
1.62
248
2.04
64
419
2.64
Investment securities (b)
7,177
37,157
2.06
7,796
43,889
2.26
8,359
45,449
2.19
Obligations of states and political
subdivisions
23
4.51
37
5.11
5.01
697
1,414
.81
701
3,330
1.91
740
4,704
2.56
38,594
47,256
50,194
2.22
Total earning assets
4.18
(1,649
(1,401
(1,191
1,390
1,245
1,298
Other assets
12,751
13,110
12,252
Liabilities and shareholders’ equity
Interest-bearing liabilities
Interest-bearing deposits
Savings and interest-checking
deposits
.14
26,454
.17
56,366
78,002
19,883
1.49
5,672
21,872
1.55
1,672
3,419
.82
Total interest-bearing deposits
71,520
37,163
.21
69,298
46,498
.27
63,710
103,293
.65
.16
5,499
1.51
6,189
28,605
1.86
6,240
40,298
Total interest-bearing liabilities
77,081
.30
75,550
.40
70,008
.83
32,456
2,241
2,446
2,401
124,108
120,493
104,865
Shareholders’ equity
Total liabilities and
shareholders’ equity
Net interest spread
2.83
2.98
Contribution of interest-free funds
.12
.15
Net interest income/margin on
earning assets
Includes nonaccrual loans.
Includes available-for-sale securities at amortized cost.
(continued)
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Table 3 (continued)
AVERAGE BALANCE SHEETS AND ANNUALIZED TAXABLE-EQUIVALENT RATES (continued)
2019 Fourth Quarter
2019 Third Quarter
Average balance in millions; interest in thousands
23,548
258,969
4.36
23,326
283,291
4.82
35,039
452,752
5.06
35,200
462,759
5.14
16,330
169,371
4.15
16,673
175,098
4.20
15,327
203,205
5.26
14,879
204,097
1,084,297
4.77
1,125,245
4.96
8,944
37,277
1.65
7,405
2.16
1,279
5,405
2.01
765
67
149
.89
9,272
57,123
10,271
62,506
4.99
767
6,364
3.29
798
6,593
3.28
63,551
69,173
2.48
4.27
(1,040
(1,034
1,303
11,715
11,476
57,103
95,585
.66
.75
6,015
23,958
1.59
1,716
4,922
1.14
64,834
124,465
.76
63,545
136,398
.85
675
2.28
6,941
49,437
7,121
72,450
.97
71,878
32,069
2,203
2,123
106,722
104,551
3.30
3.41
.34
.37
Net interest income/margin on earning assets
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Incorporated by reference to the discussion contained under the caption “Taxable-equivalent Net Interest Income” in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
(a) Evaluation of disclosure controls and procedures. Based upon their evaluation of the effectiveness of M&T’s disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)), René F. Jones, Chairman of the Board and Chief Executive Officer, and Darren J. King, Executive Vice President and Chief Financial Officer, concluded that M&T’s disclosure controls and procedures were effective as of September 30, 2020.
(b) Changes in internal control over financial reporting. M&T regularly assesses the adequacy of its internal control over financial reporting and enhances its controls in response to internal control assessments and internal and external audit and regulatory recommendations. No changes in internal control over financial reporting have been identified in connection with the evaluation of disclosure controls and procedures during the quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, M&T’s internal control over financial reporting.
The emergence of the COVID-19 pandemic during the first quarter of 2020 necessitated the execution of several M&T contingency plans. Beginning in March 2020 and continuing through this filing date, the Company had a substantial number of its employees working remotely under such contingency plans.
PART II. OTHER INFORMATION
Legal Proceedings.
M&T and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings and other matters in which claims for monetary damages are asserted. On an on-going basis management, after consultation with legal counsel, assesses the Company’s liabilities and contingencies in connection with such proceedings. For those matters where it is probable that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its consolidated financial statements. To the extent the pending or threatened litigation could result in exposure in excess of that liability, the amount of such excess is not currently estimable. Although not considered probable, the range of reasonably possible losses for such matters in the aggregate, beyond the existing recorded liability, was between $0 and $25 million. Although the Company does not believe that the outcome of pending legal matters will be material to the Company’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future.
In addition to the risk factors relating to M&T as disclosed in response to Item 1A. to Part I of Form 10-K for the year ended December 31, 2019, a supplemental risk factor is presented below.
M&T’s business, financial condition, liquidity, capital and results of operations have been, and will likely continue to be, adversely affected by the COVID-19 pandemic.
The Coronavirus Disease 2019 (“COVID-19”) pandemic has caused severe disruption to the U.S. and global economy and created significant volatility in the financial markets. The duration of this disruption and impact cannot be reasonably estimated at this time.
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The pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, the Company’s business, financial condition, liquidity, capital and results of operations. The extent to which the COVID-19 pandemic will continue to negatively affect the Company’s business, financial condition, liquidity, capital and results of operations will depend on future developments (including the scope and duration of the pandemic, the continued effectiveness of M&T’s business continuity plans, the direct and indirect impact of the pandemic on the Company’s employees, customers, clients, counterparties, vendors, service providers and other market participants, and actions taken by governmental authorities and other third parties in response to the pandemic), which are highly uncertain and cannot be reasonably predicted.
The COVID-19 pandemic contributed to:
Increased unemployment levels, interrupted income of consumers and decreased consumer confidence generally, leading to an increased risk of delinquencies, defaults and foreclosures;
Increased disruption to businesses, permanent or temporary closure of businesses and decreased business confidence generally, leading to increased risk of delinquencies, defaults and bankruptcies;
A sudden and significant reduction in the valuation of the equity, fixed-income and commodity markets and the significant increase in the volatility of those markets;
A decrease in the rates and yields on U.S. Treasury securities, which has negatively impacted the Company’s net interest income and margin;
Declines in collateral values;
Increased demands on capital and liquidity, leading M&T to cease repurchases of its common stock for the time being;
A reduction in the value of the assets that the Company manages or otherwise administers or services for customers, affecting related fee income and demand for the Company’s services;
Heightened cybersecurity, information security and operational risks to the Company, including as a result of work-from-home arrangements;
Disruptions to the business operations of the Company, including disruptions to branch and office openings, supply chains and employee travel and working arrangements; and
Disruptions to business operations at counterparties, vendors and other service providers.
The pandemic is likely to continue to contribute to these risks and impacts. As a result, the Company’s credit, operational and other risks are generally expected to increase until the pandemic subsides. In addition, the Company’s business operations continue to be at risk of adverse disruption if significant portions of the Company’s workforce are unable to work effectively, including because of illness, quarantines, government actions, failures in systems or technology that disrupt work-from-home arrangements or other effects of the pandemic, or if the Company is unable to keep branches or offices open, including because of risk of infection.
Governmental authorities have taken unprecedented measures to provide economic assistance to individual households and businesses, stabilize the markets and support economic growth. The success of these measures is not yet entirely known and those measures may not be sufficient to fully mitigate the negative impact of the COVID-19 pandemic. Additionally, some measures, such as a suspension of mortgage and other loan payments and foreclosures, may have a negative impact on the Company’s business, financial condition, liquidity, capital and results of operations. If such measures are not effective in mitigating the effects of the COVID-19 pandemic on the Company’s borrowers, the Company may also experience higher rates of default and increased credit losses in future periods. The Company also faces an increased risk of litigation and governmental and regulatory scrutiny as a result of the effects of the COVID-19 pandemic on market and economic conditions and actions governmental authorities take in response to those conditions. Furthermore, various government programs such as the Paycheck Protection Program are complex and the Company’s participation may lead to litigation and governmental, regulatory and third party scrutiny, negative publicity and damage to its reputation.
The length of the pandemic and the efficacy of the extraordinary measures being put in place to address it are unknown. It is unknown when there will be a return to normal business activity and a subsiding of the economic
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stress associated with the pandemic. Prolonged continuation of the pandemic could worsen these risks and impacts. Until the pandemic subsides, the Company expects continued draws on lines of credit, reduced revenues in many of its fee-related businesses and increased customer and client defaults, including defaults in unsecured loans. Even after the pandemic subsides, the U.S. economy may experience a prolonged economic slowdown or recession, and M&T anticipates the Company’s businesses would be materially and adversely affected by a prolonged economic slowdown or recession. To the extent the pandemic adversely affects the Company’s business, financial condition, liquidity, capital or results of operations, it may also have the effect of heightening many of the other risks described in the section entitled “Risk Factors” in M&T’s 2019 Annual Report on Form 10-K for the year ended December 31, 2019 and M&T’s other filings with the Securities and Exchange Commission.
Unregistered Sales of Equity Securities and Use of Proceeds.
(a) – (b) Not applicable.
Issuer Purchases of Equity Securities
Period
(a)Total
of Shares
(or Units)
Purchased (1)
(b)Average
Price Paid
per Share
(or Unit)
(c)Total
Number of
Shares
as Part of
Publicly
Announced
Plans or
Programs
(d)Maximum
Number (or
Approximate
Dollar Value)
that may yet
be Purchased
Under the
Programs (2)
July 1 - July 31, 2020
August 1 - August 31, 2020
105.95
September 1 - September 30, 2020
230
103.26
530
104.78
(1)
The total number of shares purchased during the periods indicated includes shares purchased as part of publicly announced programs and/or shares deemed to have been received from employees who exercised stock options by attesting to previously acquired common shares in satisfaction of the exercise price or shares received from employees upon the vesting of restricted stock awards in satisfaction of applicable tax withholding obligations, as is permitted under M&T’s stock-based compensation plans.
(2)
The authorization by M&T’s Board of Directors on July 17, 2019 for a stock repurchase program ended as of the end of the second quarter of 2020.
(Not applicable.)
(None.)
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The following exhibits are filed as a part of this report.
Exhibit
No.
31.1
Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
31.2
Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32.1
Certification of Chief Executive Officer under 18 U.S.C. §1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32.2
Certification of Chief Financial Officer under 18 U.S.C. §1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
101.INS
Inline XBRL Instance Document. Filed herewith.
101.SCH
Inline XBRL Taxonomy Extension Schema. Filed herewith.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase. Filed herewith.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase. Filed herewith.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase. Filed herewith.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase. Filed herewith.
The cover page from M&T Bank Corporation’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2020 has been formatted in Inline XBRL.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 4, 2020
By:
/s/ Darren J. King
Darren J. King
Executive Vice President
and Chief Financial Officer
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