8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 17, 2013

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

New York	1-9861	16-0968385
(State or other jurisdiction of incorporation)	(Commission File Number)	(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) 842-5445

(NOT APPLICABLE)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On July 17, 2013, M&T Bank Corporation announced its results of operations for the quarter ended June 30, 2013. The public announcement was made by means of a news release, the text of which is set forth in Exhibit 99 hereto.

The information in this Form 8-K, including Exhibit 99 attached hereto, is being furnished under Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of M&T Bank Corporation under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
99	News Release dated July 17, 2013.

SIGNATURES

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 hereunto duly authorized.

	M&T BANK CORPORATION
Date: July 17, 2013	By:	/s/ René F. Jones
		René F. Jones
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.
99	News Release dated July 17, 2013. Filed herewith.

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EX-99

Exhibit 99

INVESTOR CONTACT:	Donald J. MacLeod	FOR IMMEDIATE RELEASE:
	(716) 842-5138	July 17, 2013
MEDIA CONTACT:	C. Michael Zabel
	(716) 842-5385

M&T BANK CORPORATION ANNOUNCES SECOND QUARTER PROFITS

BUFFALO, NEW YORK — M&T Bank Corporation (“M&T”) (NYSE: MTB) today reported its results of operations for the quarter ended June 30, 2013.

GAAP Results of Operations. Diluted earnings per common share measured in accordance with generally accepted accounting principles (“GAAP”) for the second quarter of 2013 were $2.55, up 49% from $1.71 in the year-earlier quarter and 29% higher than $1.98 in the initial 2013 quarter. GAAP-basis net income in the recent quarter totaled $348 million, 49% higher than $233 million in the second quarter of 2012 and 27% above $274 million in the first quarter of 2013. GAAP-basis net income for the second quarter of 2013 expressed as an annualized rate of return on average assets and average common shareholders’ equity was 1.68% and 13.78%, respectively, improved from 1.17% and 10.12%, respectively, in the second quarter of 2012 and from 1.36% and 11.10%, respectively, in the initial 2013 quarter.

Reflected in the recent quarter’s results were certain noteworthy items. M&T sold substantially all of its privately issued collateralized mortgage obligations that were in the available-for-sale investment securities portfolio for an after-tax loss of $28 million, or $.22 per diluted common share. In addition, M&T’s holdings of Visa and MasterCard shares were sold for an after-tax gain of $62 million, or $.48 per diluted common share. Finally, during the recent quarter M&T reversed an accrual for a

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contingent compensation obligation assumed in the May 2011 acquisition of Wilmington Trust, resulting in a reduction of expenses having an after-tax impact of $15 million, or $.12 of diluted earnings per common share.

Reflecting on the recent quarter’s performance, René F. Jones, Executive Vice President and Chief Financial Officer, commented, “Earnings quality in the second quarter continued to be supported by improved net interest income and strong mortgage banking revenues. These factors combined with above average credit quality. During the quarter, we took advantage of market conditions to reduce our exposure to private label mortgage-backed securities in favor of more liquid Ginnie Mae securities and we also liquidated our positions in Visa and MasterCard stock, for which the value had risen significantly. These actions combined with strong earnings resulted in a 62 basis point increase on our Tier 1 common ratio from March 31, while improving M&T’s liquidity profile. All in all, we are quite pleased with our second quarter results.”

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 gains and expenses associated with merging acquired operations into M&T, 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

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reported results. Reconciliations of GAAP to non-GAAP measures are provided in the financial tables included herein.

Diluted net operating earnings per common share, which exclude the impact of amortization of core deposit and other intangible assets and merger-related gains and expenses, but include the effect of securities gains and losses, were $2.65 in the recent quarter, compared with $1.82 and $2.06 in the second quarter of 2012 and the first quarter of 2013, respectively. Net operating income during the second quarter of 2013 was $361 million, compared with $247 million in the year-earlier quarter and $285 million in the initial 2013 quarter. Expressed as an annualized rate of return on average tangible assets and average tangible common shareholders’ equity, net operating income in the recently completed quarter was 1.81% and 22.72%, respectively, compared with 1.30% and 18.54% in the second quarter of 2012 and 1.48% and 18.71% in the first quarter of 2013.

Taxable-equivalent Net Interest Income. Taxable-equivalent net interest income totaled $684 million in the second quarter of 2013, up 3% from $663 million in the immediately preceding quarter. The net interest margin was 3.71% in each of the two most recent quarters. The recent quarter’s net interest margin reflects an additional $13 million of interest income which resulted from an improvement in estimated cash flows expected to be collected on acquired loans. Stabilizing economic conditions and better than previously expected repayments led to a reduction in estimated expected credit losses on acquired loans of $130 million, resulting in a 2% increase in projected cash flows that will be recognized as interest income over the remaining terms of those loans. Taxable-equivalent net interest income in the recent quarter was up 4% from $655 million in the second quarter of 2012. That improvement reflects a $3.5 billion increase in average earning assets,

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M&T BANK CORPORATION

including a $4.2 billion or 7% rise in average loans outstanding, partially offset by a 3 basis point decline in the net interest margin.

Provision for Credit Losses/Asset Quality. The provision for credit losses was $57 million in the recent quarter, compared with

$60 million in the year-earlier quarter and $38 million in the initial 2013 quarter. Net charge-offs of loans were $57 million during the recent quarter, compared with $52 million and $37 million in the second quarter of 2012 and the first quarter of 2013, respectively. Expressed as an annualized percentage of average loans outstanding, net charge-offs were .35% and .34% in the second quarters of 2013 and 2012, respectively, and .23% in the initial quarter of 2013.

Loans classified as nonaccrual declined to $965 million, or 1.46% of total loans outstanding at June 30, 2013, improved from

$968 million or 1.54% a year earlier and $1.05 billion or 1.60% at March 31, 2013. Assets taken in foreclosure of defaulted loans declined to $82 million at June 30, 2013, improved from $116 million at June 30, 2012 and $96 million at March 31, 2013.

Allowance for Credit Losses. M&T regularly performs detailed analyses of individual borrowers and portfolios for purposes of assessing the adequacy of the allowance for credit losses. As a result of those analyses, the allowance totaled $927 million at each of March 31 and June 30, 2013, compared with $917 million at June 30, 2012. The allowance expressed as a percentage of outstanding loans was 1.41% at the two most recent quarter-ends, compared with 1.46% at June 30, 2012.

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M&T BANK CORPORATION

Noninterest Income and Expense. Noninterest income totaled $509 million in the second quarter of 2013, compared with $392 million and $433 million in the year-earlier quarter and the first quarter of 2013, respectively. Reflected in those amounts were net pre-tax gains from investment securities of $56 million in the second quarter of 2013 and net pre-tax losses on investment securities of $17 million and $10 million in the second quarter of 2012 and the first quarter of 2013, respectively. The net securities gains in the recent quarter resulted from $103 million of gains realized on the sale of M&T’s holdings of shares of Visa and MasterCard, offset in part by $46 million of losses recognized from the sale of M&T’s privately issued collateralized mortgage obligations that had been held in its available-for-sale investment securities portfolio. The investment securities were sold as a result of favorable market conditions, thereby enhancing M&T’s liquidity and capital. The net securities losses in 2012’s second quarter and in the initial 2013 quarter were predominantly due to other-than-temporary impairment charges related to a subset of those same privately issued collateralized mortgage obligations.

Excluding gains and losses from investment securities in all periods, noninterest income in the second quarter of 2013 aggregated $452 million, up from $408 million in the year-earlier quarter and $443 million in the initial quarter of 2013. The most significant factor in the recent quarter’s improvement as compared with the year-earlier quarter was higher mortgage banking revenues. Relative to 2013’s first quarter, declines in residential mortgage banking revenues due to lower gain on sale margins were largely offset by higher commercial mortgage banking revenues.

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M&T BANK CORPORATION

Noninterest expense in the second quarter of 2013 totaled $599 million, down from $627 million in the year-earlier quarter and

$636 million in the first quarter of 2013. Included in such amounts are expenses considered to be nonoperating in nature consisting of amortization of core deposit and other intangible assets and merger-related expenses. Exclusive of those expenses, noninterest operating expenses were $578 million in the recent quarter, compared with $604 million in the second quarter of 2012 and $618 million in 2013’s initial quarter. Factors contributing to the lower level of operating expenses in the recent quarter as compared with the year-earlier quarter were the reversal of an accrual for a contingent compensation obligation assumed in the May 2011 acquisition of Wilmington Trust and declines in FDIC assessments and expenses related to foreclosed assets, partially offset by higher costs for professional services. As compared with the first quarter of 2013, the recent quarter’s lower level of operating expenses was due, in large part, to a decline in salaries and employee benefits, including stock-based compensation, and the favorable resolution of the Wilmington Trust-related compensation contingency, partially offset by higher costs for professional services and advertising and promotion.

The efficiency ratio, or noninterest operating expenses divided by the sum of taxable-equivalent net interest income and noninterest income (exclusive of gains and losses from bank investment securities), measures the relationship of operating expenses to revenues. M&T’s efficiency ratio was 50.9% in the second quarter of 2013, compared with 56.9% in the year-earlier period and 55.9% in the first quarter of 2013.

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M&T BANK CORPORATION

Balance Sheet. M&T had total assets of $83.2 billion at June 30, 2013, compared with $80.8 billion at June 30, 2012. Loans and leases, net of unearned discount, increased $3.1 billion or 5% to $66.0 billion at the recent quarter-end, from $62.9 billion a year earlier. Total deposits rose 5% to $65.7 billion at June 30, 2013 from $62.5 billion at June 30, 2012.

Total shareholders’ equity increased 11% to $10.7 billion at June 30, 2013 from $9.6 billion a year earlier, representing 12.88% and 11.92%, respectively, of total assets. Common shareholders’ equity was $9.8 billion, or $75.98 per share, at June 30, 2013, compared with $8.8 billion, or $69.15 per share, at June 30, 2012. Tangible equity per common share rose 19% to $48.26 at the recent quarter-end from $40.52 a year earlier. Common shareholders’ equity per share and tangible equity per common share were $73.99 and $46.11, respectively, at March 31, 2013. In the calculation of tangible equity per common share, common shareholders’ equity is reduced by the carrying values of goodwill and core deposit and other intangible assets, net of applicable deferred tax balances. M&T’s tangible common equity to tangible assets ratio was 7.85% at June 30, 2013, improved from 6.65% and 7.51% at June 30, 2012 and March 31, 2013, respectively. M&T’s estimated Tier 1 common ratio, a regulatory capital measure, was 8.55% at June 30, 2013, improved from 7.15% and 7.93% at June 30, 2012 and March 31, 2013, respectively.

Conference Call. Investors will have an opportunity to listen to M&T’s conference call to discuss second quarter financial results today at 11:00 a.m. Eastern Time. Those wishing to participate in the call may dial (877)780-2276. International participants, using any applicable international calling codes, may dial (973)582-2700. Callers should reference M&T Bank Corporation or the conference ID# 12309206. The conference call will be webcast

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live through M&T’s website at http://ir.mandtbank.com/events.cfm. A replay of the call will be available through Saturday, July 20, 2013 by calling (800)585-8367, or (404)537-3406 for international participants, and by making reference to ID# 12309206. The event will also be archived and available by 7:00 p.m. today on M&T’s website at http://ir.mandtbank.com/events.cfm.

M&T is a financial holding company headquartered in Buffalo, New York. M&T’s principal banking subsidiary, M&T Bank, operates banking offices in New York, Pennsylvania, Maryland, Virginia, West Virginia, Delaware and the District of Columbia. Trust-related services are provided by M&T’s Wilmington Trust-affiliated companies and by M&T Bank.

Forward-Looking Statements. This news release contains forward-looking statements that are based on current expectations, estimates and projections about M&T’s business, management’s beliefs and assumptions made by management. 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.

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; the impact of changes in market values on trust-related revenues;

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legislation affecting the financial services industry as a whole, and M&T and its subsidiaries individually or collectively, including tax legislation; 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 or other regulatory agencies; 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.

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M&T BANK CORPORATION

Financial Highlights

	Three months ended									Six months ended
	June 30									June 30
Amounts in thousands, except per share	2013			2012			Change			2013			2012			Change
Performance
Net income	$	348,466			233,380			49	%	$	622,579			439,843			42	%
Net income available to common shareholders		328,557			214,716			53	%		583,633			402,958			45	%
Per common share:
Basic earnings	$	2.56			1.71			50	%	$	4.56			3.21			42	%
Diluted earnings		2.55			1.71			49	%		4.53			3.20			42	%
Cash dividends	$	.70			.70			—		$	1.40			1.40			—
Common shares outstanding:
Average - diluted (1)		129,017			125,897			2	%		128,828			125,756			2	%
Period end (2)		129,464			126,645			2	%		129,464			126,645			2	%
Return on (annualized):
Average total assets		1.68	%		1.17	%					1.52	%		1.12	%
Average common shareholders’ equity		13.78	%		10.12	%					12.47	%		9.58	%
Taxable-equivalent net interest income	$	683,804			654,628			4	%	$	1,346,304			1,281,722			5	%
Yield on average earning assets		4.10	%		4.25	%					4.12	%		4.24	%
Cost of interest-bearing liabilities		.62	%		.76	%					.63	%		.78	%
Net interest spread		3.48	%		3.49	%					3.49	%		3.46	%
Contribution of interest-free funds		.23	%		.25	%					.22	%		.25	%
Net interest margin		3.71	%		3.74	%					3.71	%		3.71	%
Net charge-offs to average total net loans (annualized)		.35	%		.34	%					.29	%		.33	%
Net operating results (3)
Net operating income	$	360,734			247,433			46	%	$	645,870			465,793			39	%
Diluted net operating earnings per common share		2.65			1.82			46	%		4.71			3.41			38	%
Return on (annualized):
Average tangible assets		1.81	%		1.30	%					1.65	%		1.24	%
Average tangible common equity		22.72	%		18.54	%					20.76	%		17.68	%
Efficiency ratio		50.92	%		56.86	%					53.36	%		58.92	%
	At June 30
Loan quality	2013			2012			Change
Nonaccrual loans	$	964,906			968,328			—
Real estate and other foreclosed assets		82,088			115,580			-29	%
Total nonperforming assets	$	1,046,994			1,083,908			-3	%
Accruing loans past due 90 days or more (4)	$	340,467			274,598			24	%
Government guaranteed loans included in totals above:
Nonaccrual loans	$	69,508			48,712			43	%
Accruing loans past due 90 days or more		315,281			255,495			23	%
Renegotiated loans	$	263,351			267,111			-1	%
Acquired accruing loans past due 90 days or more (5)	$	155,686			162,487			-4	%
Purchased impaired loans (6):
Outstanding customer balance	$	725,196			1,037,458			-30	%
Carrying amount		394,697			560,700			-30	%
Nonaccrual loans to total net loans		1.46	%		1.54	%
Allowance for credit losses to total loans		1.41	%		1.46	%

(1) Includes common stock equivalents.

(2) Includes common stock issuable under deferred compensation plans.

(3) Excludes amortization and balances related to goodwill and core deposit and other intangible assets and merger-related gains and expenses which, except in the calculation of the efficiency ratio, are net of applicable income tax effects. Reconciliations of net income with net operating income appear on page 17.

(4) Excludes acquired loans.

(5) Acquired loans that were recorded at fair value at acquisition date. This category does not include purchased impaired loans that are presented separately.

(6) Accruing loans that were impaired at acquisition date and recorded at fair value.

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Financial Highlights, Five Quarter Trend

	Three months ended
	June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012
Amounts in thousands, except per share
Performance
Net income	$	348,466			274,113			296,193			293,462			233,380
Net income available to common shareholders		328,557			255,096			276,605			273,896			214,716
Per common share:
Basic earnings	$	2.56			2.00			2.18			2.18			1.71
Diluted earnings		2.55			1.98			2.16			2.17			1.71
Cash dividends	$	.70			.70			.70			.70			.70
Common shares outstanding:
Average - diluted (1)		129,017			128,636			127,800			126,292			125,897
Period end (2)		129,464			128,999			128,234			127,461			126,645
Return on (annualized):
Average total assets		1.68	%		1.36	%		1.45	%		1.45	%		1.17	%
Average common shareholders’ equity		13.78	%		11.10	%		12.10	%		12.40	%		10.12	%
Taxable-equivalent net interest income	$	683,804			662,500			673,929			669,256			654,628
Yield on average earning assets		4.10	%		4.13	%		4.17	%		4.23	%		4.25	%
Cost of interest-bearing liabilities		.62	%		.64	%		.67	%		.71	%		.76	%
Net interest spread		3.48	%		3.49	%		3.50	%		3.52	%		3.49	%
Contribution of interest-free funds		.23	%		.22	%		.24	%		.25	%		.25	%
Net interest margin		3.71	%		3.71	%		3.74	%		3.77	%		3.74	%
Net charge-offs to average total net loans (annualized)		.35	%		.23	%		.27	%		.26	%		.34	%
Net operating results (3)
Net operating income	$	360,734			285,136			304,657			302,060			247,433
Diluted net operating earnings per common share		2.65			2.06			2.23			2.24			1.82
Return on (annualized):
Average tangible assets		1.81	%		1.48	%		1.56	%		1.56	%		1.30	%
Average tangible common equity		22.72	%		18.71	%		20.46	%		21.53	%		18.54	%
Efficiency ratio		50.92	%		55.88	%		53.63	%		53.73	%		56.86	%
Loan quality	June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012
Nonaccrual loans	$	964,906			1,052,794			1,013,176			925,231			968,328
Real estate and other foreclosed assets		82,088			95,680			104,279			112,160			115,580
Total nonperforming assets	$	1,046,994			1,148,474			1,117,455			1,037,391			1,083,908
Accruing loans past due 90 days or more (4)	$	340,467			331,283			358,397			309,420			274,598
Government guaranteed loans included in totals above:
Nonaccrual loans	$	69,508			63,385			57,420			54,583			48,712
Accruing loans past due 90 days or more		315,281			311,579			316,403			280,410			255,495
Renegotiated loans	$	263,351			272,285			271,971			266,526			267,111
Acquired accruing loans past due 90 days or more (5)	$	155,686			157,068			166,554			161,424			162,487
Purchased impaired loans (6):
Outstanding customer balance	$	725,196			790,048			828,571			978,731			1,037,458
Carrying amount		394,697			425,232			447,114			528,001			560,700
Nonaccrual loans to total net loans		1.46	%		1.60	%		1.52	%		1.44	%		1.54	%
Allowance for credit losses to total loans		1.41	%		1.41	%		1.39	%		1.44	%		1.46	%

(1) Includes common stock equivalents.

(2) Includes common stock issuable under deferred compensation plans.

(3) Excludes amortization and balances related to goodwill and core deposit and other intangible assets and merger-related gains and expenses which, except in the calculation of the efficiency ratio, are net of applicable income tax effects. Reconciliations of net income with net operating income appear on page 18.

(4) Excludes acquired loans.

(5) Acquired loans that were recorded at fair value at acquisition date. This category does not include purchased impaired loans that are presented separately.

(6) Accruing loans that were impaired at acquisition date and recorded at fair value.

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M&T BANK CORPORATION

Condensed Consolidated Statement of Income

	Three months ended June 30									Six months ended June 30
Dollars in thousands	2013			2012			Change			2013			2012			Change
Interest income	$	750,207			737,386			2	%	$	1,480,182			1,451,481			2	%
Interest expense		72,620			89,403			-19			146,545			183,109			-20
Net interest income		677,587			647,983			5			1,333,637			1,268,372			5
Provision for credit losses		57,000			60,000			-5			95,000			109,000			-13
Net interest income after provision for credit losses		620,587			587,983			6			1,238,637			1,159,372			7
Other income
Mortgage banking revenues		91,262			69,514			31			184,365			125,706			47
Service charges on deposit accounts		111,717			110,982			1			222,666			219,871			1
Trust income		124,728			122,275			2			246,331			239,228			3
Brokerage services income		17,258			16,172			7			32,969			30,073			10
Trading account and foreign exchange gains		9,224			6,238			48			18,151			16,809			8
Gain (loss) on bank investment securities		56,457			(408	)		—			56,457			(363	)		—
Other-than-temporary impairment losses recognized in earnings		—			(16,173	)		—			(9,800	)		(27,659	)		—
Equity in earnings of Bayview Lending Group LLC		(2,453	)		(6,635	)		—			(6,109	)		(11,387	)		—
Other revenues from operations		100,496			89,685			12			196,541			176,095			12
Total other income		508,689			391,650			30			941,571			768,373			23
Other expense
Salaries and employee benefits		323,136			323,686			—			679,687			669,784			1
Equipment and net occupancy		64,278			65,376			-2			129,437			130,419			-1
Printing, postage and supplies		10,298			11,368			-9			20,997			23,240			-10
Amortization of core deposit and other intangible assets		12,502			15,907			-21			25,845			32,681			-21
FDIC assessments		17,695			24,962			-29			37,133			53,911			-31
Other costs of operations		170,682			186,093			-8			341,088			357,052			-4
Total other expense		598,591			627,392			-5			1,234,187			1,267,087			-3
Income before income taxes		530,685			352,241			51			946,021			660,658			43
Applicable income taxes		182,219			118,861			53			323,442			220,815			46
Net income	$	348,466			233,380			49	%	$	622,579			439,843			42	%

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13-13-13-13-13

M&T BANK CORPORATION

Condensed Consolidated Statement of Income, Five Quarter Trend

	Three months ended
Dollars in thousands	June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012
Interest income	$	750,207			729,975			745,353			744,851			737,386
Interest expense		72,620			73,925			77,931			82,129			89,403
Net interest income		677,587			656,050			667,422			662,722			647,983
Provision for credit losses		57,000			38,000			49,000			46,000			60,000
Net interest income after provision for credit losses		620,587			618,050			618,422			616,722			587,983
Other income
Mortgage banking revenues		91,262			93,103			116,546			106,812			69,514
Service charges on deposit accounts		111,717			110,949			112,364			114,463			110,982
Trust income		124,728			121,603			116,915			115,709			122,275
Brokerage services income		17,258			15,711			14,872			14,114			16,172
Trading account and foreign exchange gains		9,224			8,927			10,356			8,469			6,238
Gain (loss) on bank investment securities		56,457			—			—			372			(408	)
Other-than-temporary impairment losses recognized in earnings		—			(9,800	)		(14,491	)		(5,672	)		(16,173	)
Equity in earnings of Bayview Lending Group LLC		(2,453	)		(3,656	)		(4,941	)		(5,183	)		(6,635	)
Other revenues from operations		100,496			96,045			101,543			96,649			89,685
Total other income		508,689			432,882			453,164			445,733			391,650
Other expense
Salaries and employee benefits		323,136			356,551			323,010			321,746			323,686
Equipment and net occupancy		64,278			65,159			62,884			64,248			65,376
Printing, postage and supplies		10,298			10,699			10,417			8,272			11,368
Amortization of core deposit and other intangible assets		12,502			13,343			13,865			14,085			15,907
FDIC assessments		17,695			19,438			23,398			23,801			24,962
Other costs of operations		170,682			170,406			192,572			183,875			186,093
Total other expense		598,591			635,596			626,146			616,027			627,392
Income before income taxes		530,685			415,336			445,440			446,428			352,241
Applicable income taxes		182,219			141,223			149,247			152,966			118,861
Net income	$	348,466			274,113			296,193			293,462			233,380

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14-14-14-14-14

M&T BANK CORPORATION

Condensed Consolidated Balance Sheet

	June 30
Dollars in thousands	2013		2012		Change
ASSETS
Cash and due from banks	$	1,350,015		1,421,831		-5	%
Interest-bearing deposits at banks		2,555,354		1,069,717		139
Federal funds sold and agreements to resell securities		124,487		1,000		—
Trading account assets		378,235		544,938		-31
Investment securities		5,210,526		7,057,300		-26
Loans and leases:
Commercial, financial, etc.		18,021,812		16,395,587		10
Real estate - commercial		26,116,394		24,898,707		5
Real estate - consumer		10,399,749		9,811,525		6
Consumer		11,433,911		11,745,453		-3
Total loans and leases, net of unearned discount		65,971,866		62,851,272		5
Less: allowance for credit losses		927,065		917,028		1
Net loans and leases		65,044,801		61,934,244		5
Goodwill		3,524,625		3,524,625		—
Core deposit and other intangible assets		89,918		143,713		-37
Other assets		4,951,044		5,110,210		-3
Total assets	$	83,229,005		80,807,578		3	%
LIABILITIES AND SHAREHOLDERS’ EQUITY
Noninterest-bearing deposits	$	24,074,815		22,854,794		5	%
Interest-bearing deposits		41,302,212		39,327,849		5
Deposits at Cayman Islands office		284,443		366,164		-22
Total deposits		65,661,470		62,548,807		5
Short-term borrowings		307,740		975,575		-68
Accrued interest and other liabilities		1,421,067		1,965,421		-28
Long-term borrowings		5,122,398		5,687,868		-10
Total liabilities		72,512,675		71,177,671		2
Shareholders’ equity:
Preferred		876,796		868,433		1
Common (1)		9,839,534		8,761,474		12
Total shareholders’ equity		10,716,330		9,629,907		11
Total liabilities and shareholders’ equity	$	83,229,005		80,807,578		3	%

(1) Reflects accumulated other comprehensive loss, net of applicable income tax effect, of $227.8 million at June 30, 2013 and $277.8 million at June 30, 2012.

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15-15-15-15-15

M&T BANK CORPORATION

Condensed Consolidated Balance Sheet, Five Quarter Trend

	June 30, 2013		March 31, 2013		December 31, 2012		September 30, 2012		June 30, 2012
Dollars in thousands
ASSETS
Cash and due from banks	$	1,350,015		1,231,091		1,983,615		1,622,928		1,421,831
Interest-bearing deposits at banks		2,555,354		1,304,770		129,945		411,994		1,069,717
Federal funds sold and agreements to resell securities		124,487		594,976		3,000		—		1,000
Trading account assets		378,235		420,144		488,966		526,844		544,938
Investment securities		5,210,526		5,660,831		6,074,361		6,624,004		7,057,300
Loans and leases:
Commercial, financial, etc.		18,021,812		17,469,138		17,776,953		16,704,575		16,395,587
Real estate - commercial		26,116,394		25,944,819		25,993,790		24,970,416		24,898,707
Real estate - consumer		10,399,749		11,094,577		11,240,837		10,808,220		9,811,525
Consumer		11,433,911		11,415,733		11,559,377		11,628,744		11,745,453
Total loans and leases, net of unearned discount		65,971,866		65,924,267		66,570,957		64,111,955		62,851,272
Less: allowance for credit losses		927,065		927,117		925,860		921,223		917,028
Net loans and leases		65,044,801		64,997,150		65,645,097		63,190,732		61,934,244
Goodwill		3,524,625		3,524,625		3,524,625		3,524,625		3,524,625
Core deposit and other intangible assets		89,918		102,420		115,763		129,628		143,713
Other assets		4,951,044		4,975,950		5,043,431		5,054,478		5,110,210
Total assets	$	83,229,005		82,811,957		83,008,803		81,085,233		80,807,578
LIABILITIES AND SHAREHOLDERS’ EQUITY
Noninterest-bearing deposits	$	24,074,815		23,603,971		24,240,802		22,968,401		22,854,794
Interest-bearing deposits		41,302,212		41,219,679		40,325,932		39,636,104		39,327,849
Deposits at Cayman Islands office		284,443		266,076		1,044,519		1,402,753		366,164
Total deposits		65,661,470		65,089,726		65,611,253		64,007,258		62,548,807
Short-term borrowings		307,740		374,593		1,074,482		592,154		975,575
Accrued interest and other liabilities		1,421,067		1,530,118		1,512,717		1,570,758		1,965,421
Long-term borrowings		5,122,398		5,394,563		4,607,758		4,969,536		5,687,868
Total liabilities		72,512,675		72,389,000		72,806,210		71,139,706		71,177,671
Shareholders’ equity:
Preferred		876,796		874,627		872,500		870,416		868,433
Common (1)		9,839,534		9,548,330		9,330,093		9,075,111		8,761,474
Total shareholders’ equity		10,716,330		10,422,957		10,202,593		9,945,527		9,629,907
Total liabilities and shareholders’ equity	$	83,229,005		82,811,957		83,008,803		81,085,233		80,807,578

(1) Reflects accumulated other comprehensive loss, net of applicable income tax effect, of $227.8 million at June 30, 2013, $226.0 million at March 31, 2013, $240.3 million at December 31, 2012, $230.1 million at September 30, 2012 and $277.8 million at June 30, 2012.

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16-16-16-16-16

M&T BANK CORPORATION

Condensed Consolidated Average Balance Sheet and Annualized Taxable-equivalent Rates

	Three months ended															Change in balance June  30, 2013 from						Six months ended June 30
	June 30, 2013					June 30, 2012					March 31, 2013
																June 30, 2012			March 31, 2013			2013					2012					Change in balance
Dollars in millions	Balance		Rate			Balance		Rate			Balance		Rate									Balance		Rate			Balance		Rate
ASSETS
Interest-bearing deposits at banks	$	2,403		.24	%		1,247		.25	%		527		.21	%		93	%		356	%	$	1,470		.24	%		774		.25	%		90	%
Federal funds sold and agreements to resell securities		199		.09			6		.56			81		.13			—			144			141		.10			4		.54			—
Trading account assets		86		1.43			100		1.64			76		3.60			-14			14			81		2.45			97		1.61			-16
Investment securities		5,293		3.34			7,271		3.47			5,803		3.33			-27			-9			5,546		3.33			7,389		3.51			-25
Loans and leases, net of unearned discount
Commercial, financial, etc.		17,713		3.61			16,104		3.72			17,328		3.66			10			2			17,522		3.64			15,918		3.72			10
Real estate - commercial		26,051		4.72			24,737		4.65			25,915		4.41			5			1			25,983		4.57			24,648		4.54			5
Real estate - consumer		10,806		4.05			9,216		4.43			11,142		4.09			17			-3			10,973		4.07			8,751		4.51			25
Consumer		11,409		4.58			11,769		4.82			11,467		4.66			-3			—			11,438		4.62			11,838		4.81			-3
Total loans and leases, net		65,979		4.32			61,826		4.42			65,852		4.24			7			—			65,916		4.28			61,155		4.39			8
Total earning assets		73,960		4.10			70,450		4.25			72,339		4.13			5			2			73,154		4.12			69,419		4.24			5
Goodwill		3,525					3,525					3,525					—			—			3,525					3,525					—
Core deposit and other intangible assets		95					151					109					-37			-12			102					159					-36
Other assets		5,772					5,961					5,940					-3			-3			5,856					5,953					-2
Total assets	$	83,352					80,087					81,913					4	%		2	%	$	82,637					79,056					5	%
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits
NOW accounts	$	941		.14			841		.20			893		.15			12	%		5	%	$	917		.14			834		.17			10	%
Savings deposits		36,459		.15			33,286		.20			35,394		.16			10			3			35,930		.16			32,848		.22			9
Time deposits		4,210		.71			5,545		.90			4,438		.75			-24			-5			4,323		.73			5,753		.90			-25
Deposits at Cayman Islands office		326		.25			457		.20			859		.18			-29			-62			591		.20			476		.19			24
Total interest-bearing deposits		41,936		.21			40,129		.30			41,584		.22			5			1			41,761		.22			39,911		.31			5
Short-term borrowings		343		.11			875		.16			637		.15			-61			-46			489		.13			852		.15			-43
Long-term borrowings		5,051		4.03			6,102		3.90			4,688		4.39			-17			8			4,871		4.20			6,304		3.84			-23
Total interest-bearing liabilities		47,330		.62			47,106		.76			46,909		.64			—			1			47,121		.63			47,067		.78			—
Noninterest-bearing deposits		23,744					21,401					22,956					11			3			23,352					20,499					14
Other liabilities		1,715					2,044					1,726					-16			-1			1,720					2,034					-15
Total liabilities		72,789					70,551					71,591					3			2			72,193					69,600					4
Shareholders’ equity		10,563					9,536					10,322					11			2			10,444					9,456					10
Total liabilities and shareholders’ equity	$	83,352					80,087					81,913					4	%		2	%	$	82,637					79,056					5	%
Net interest spread				3.48					3.49					3.49											3.49					3.46
Contribution of interest-free funds				.23					.25					.22											.22					.25
Net interest margin				3.71	%				3.74	%				3.71	%										3.71	%				3.71	%

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17-17-17-17-17

M&T BANK CORPORATION

Reconciliation of Quarterly GAAP to Non-GAAP Measures

	Three months ended June 30						Six months ended June 30
	2013			2012			2013			2012
Income statement data
In thousands, except per share
Net income
Net income	$	348,466			233,380		$	622,579			439,843
Amortization of core deposit and other intangible assets (1)		7,632			9,709			15,780			19,949
Merger-related expenses (1)		4,636			4,344			7,511			6,001
Net operating income	$	360,734			247,433		$	645,870			465,793
Earnings per common share
Diluted earnings per common share	$	2.55			1.71		$	4.53			3.20
Amortization of core deposit and other intangible assets (1)		.06			.08			.12			.16
Merger-related expenses (1)		.04			.03			.06			.05
Diluted net operating earnings per common share	$	2.65			1.82		$	4.71			3.41
Other expense
Other expense	$	598,591			627,392		$	1,234,187			1,267,087
Amortization of core deposit and other intangible assets		(12,502	)		(15,907	)		(25,845	)		(32,681	)
Merger-related expenses		(7,632	)		(7,151	)		(12,364	)		(9,879	)
Noninterest operating expense	$	578,457			604,334		$	1,195,978			1,224,527
Merger-related expenses
Salaries and employee benefits	$	300			3,024		$	836			4,997
Equipment and net occupancy		489			—			690			15
Printing, postage and supplies		998			—			1,825			—
Other costs of operations		5,845			4,127			9,013			4,867
Total	$	7,632			7,151		$	12,364			9,879
Efficiency ratio
Noninterest operating expense (numerator)	$	578,457			604,334		$	1,195,978			1,224,527
Taxable-equivalent net interest income		683,804			654,628			1,346,304			1,281,722
Other income		508,689			391,650			941,571			768,373
Less: Gain (loss) on bank investment securities		56,457			(408	)		56,457			(363	)
Net OTTI losses recognized in earnings		—			(16,173	)		(9,800	)		(27,659	)
Denominator	$	1,136,036			1,062,859		$	2,241,218			2,078,117
Efficiency ratio		50.92	%		56.86	%		53.36	%		58.92	%
Balance sheet data
In millions
Average assets
Average assets	$	83,352			80,087		$	82,637			79,056
Goodwill		(3,525	)		(3,525	)		(3,525	)		(3,525	)
Core deposit and other intangible assets		(95	)		(151	)		(102	)		(159	)
Deferred taxes		28			44			30			46
Average tangible assets	$	79,760			76,455		$	79,040			75,418
Average common equity
Average total equity	$	10,563			9,536		$	10,444			9,456
Preferred stock		(876	)		(868	)		(876	)		(867	)
Average common equity		9,687			8,668			9,568			8,589
Goodwill		(3,525	)		(3,525	)		(3,525	)		(3,525	)
Core deposit and other intangible assets		(95	)		(151	)		(102	)		(159	)
Deferred taxes		28			44			30			46
Average tangible common equity	$	6,095			5,036		$	5,971			4,951
At end of quarter
Total assets
Total assets	$	83,229			80,808
Goodwill		(3,525	)		(3,525	)
Core deposit and other intangible assets		(90	)		(143	)
Deferred taxes		27			41
Total tangible assets	$	79,641			77,181
Total common equity
Total equity	$	10,716			9,630
Preferred stock		(877	)		(868	)
Undeclared dividends - cumulative preferred stock		(3	)		(4	)
Common equity, net of undeclared cumulative preferred dividends		9,836			8,758
Goodwill		(3,525	)		(3,525	)
Core deposit and other intangible assets		(90	)		(143	)
Deferred taxes		27			41
Total tangible common equity	$	6,248			5,131

(1) After any related tax effect.

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18-18-18-18-18

M&T BANK CORPORATION

Reconciliation of Quarterly GAAP to Non-GAAP Measures, Five Quarter Trend

	Three months ended
	June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012
Income statement data
In thousands, except per share
Net income
Net income	$	348,466			274,113			296,193			293,462			233,380
Amortization of core deposit and other intangible assets (1)		7,632			8,148			8,464			8,598			9,709
Merger-related expenses (1)		4,636			2,875			—			—			4,344
Net operating income	$	360,734			285,136			304,657			302,060			247,433
Earnings per common share
Diluted earnings per common share	$	2.55			1.98			2.16			2.17			1.71
Amortization of core deposit and other intangible assets (1)		.06			.06			.07			.07			.08
Merger-related expenses (1)		.04			.02			—			—			.03
Diluted net operating earnings per common share	$	2.65			2.06			2.23			2.24			1.82
Other expense
Other expense	$	598,591			635,596			626,146			616,027			627,392
Amortization of core deposit and other intangible assets		(12,502	)		(13,343	)		(13,865	)		(14,085	)		(15,907	)
Merger-related expenses		(7,632	)		(4,732	)		—			—			(7,151	)
Noninterest operating expense	$	578,457			617,521			612,281			601,942			604,334
Merger-related expenses
Salaries and employee benefits	$	300			536			—			—			3,024
Equipment and net occupancy		489			201			—			—			—
Printing, postage and supplies		998			827			—			—			—
Other costs of operations		5,845			3,168			—			—			4,127
Total	$	7,632			4,732			—			—			7,151
Efficiency ratio
Noninterest operating expense (numerator)	$	578,457			617,521			612,281			601,942			604,334
Taxable-equivalent net interest income		683,804			662,500			673,929			669,256			654,628
Other income		508,689			432,882			453,164			445,733			391,650
Less: Gain (loss) on bank investment securities		56,457			—			—			372			(408	)
Net OTTI losses recognized in earnings		—			(9,800	)		(14,491	)		(5,672	)		(16,173	)
Denominator	$	1,136,036			1,105,182			1,141,584			1,120,289			1,062,859
Efficiency ratio		50.92	%		55.88	%		53.63	%		53.73	%		56.86	%
Balance sheet data
In millions
Average assets
Average assets	$	83,352			81,913			81,366			80,432			80,087
Goodwill		(3,525	)		(3,525	)		(3,525	)		(3,525	)		(3,525	)
Core deposit and other intangible assets		(95	)		(109	)		(122	)		(136	)		(151	)
Deferred taxes		28			32			36			39			44
Average tangible assets	$	79,760			78,311			77,755			76,810			76,455
Average common equity
Average total equity	$	10,563			10,322			10,105			9,789			9,536
Preferred stock		(876	)		(874	)		(872	)		(870	)		(868	)
Average common equity		9,687			9,448			9,233			8,919			8,668
Goodwill		(3,525	)		(3,525	)		(3,525	)		(3,525	)		(3,525	)
Core deposit and other intangible assets		(95	)		(109	)		(122	)		(136	)		(151	)
Deferred taxes		28			32			36			39			44
Average tangible common equity	$	6,095			5,846			5,622			5,297			5,036
At end of quarter
Total assets
Total assets	$	83,229			82,812			83,009			81,085			80,808
Goodwill		(3,525	)		(3,525	)		(3,525	)		(3,525	)		(3,525	)
Core deposit and other intangible assets		(90	)		(102	)		(116	)		(129	)		(143	)
Deferred taxes		27			30			34			38			41
Total tangible assets	$	79,641			79,215			79,402			77,469			77,181
Total common equity
Total equity	$	10,716			10,423			10,203			9,945			9,630
Preferred stock		(877	)		(875	)		(873	)		(870	)		(868	)
Undeclared dividends - cumulative preferred stock		(3	)		(3	)		(3	)		(4	)		(4	)
Common equity, net of undeclared cumulative preferred dividends		9,836			9,545			9,327			9,071			8,758
Goodwill		(3,525	)		(3,525	)		(3,525	)		(3,525	)		(3,525	)
Core deposit and other intangible assets		(90	)		(102	)		(116	)		(129	)		(143	)
Deferred taxes		27			30			34			38			41
Total tangible common equity	$	6,248			5,948			5,720			5,455			5,131

(1) After any related tax effect.

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