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): April 14, 2014

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

1-9861	16-0968385
(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 April 14, 2014, M&T Bank Corporation announced its results of operations for the quarter ended March 31, 2014. 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 April 14, 2014.

- 2 -

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: April 14, 2014	By:	/s/ René F. Jones
		René F. Jones
		Executive Vice President
		and Chief Financial Officer

- 3 -

EXHIBIT INDEX

Exhibit No.
99	News Release dated April 14, 2014. Filed herewith.

- 4 -

EX-99

Exhibit 99

INVESTOR CONTACT:	Donald J. MacLeod	FOR IMMEDIATE RELEASE:
	(716) 842-5138	April 14, 2014
MEDIA CONTACT:	C. Michael Zabel
	(716) 842-5385

M&T BANK CORPORATION ANNOUNCES FIRST QUARTER RESULTS

BUFFALO, NEW YORK — M&T Bank Corporation (“M&T”) (NYSE: MTB) today reported its results of operations for the quarter ended March 31, 2014.

GAAP Results of Operations. Diluted earnings per common share measured in accordance with generally accepted accounting principles (“GAAP”) for the first quarter of 2014 were $1.61, compared with $1.98 in the year-earlier quarter and $1.56 in the fourth quarter of 2013. GAAP-basis net income in the recent quarter was $229 million, compared with $274 million in the initial 2013 quarter and $221 million in the final quarter of 2013. Net income for the first three months of 2014 expressed as an annualized rate of return on average assets and average common shareholders’ equity was 1.07% and 8.22%, respectively, compared with 1.36% and 11.10%, respectively, in the similar 2013 period and 1.03% and 7.99%, respectively, in the fourth quarter of 2013.

Commenting on M&T’s results for the recent quarter, René F. Jones, Vice Chairman and Chief Financial Officer, noted, “Revenue trends for the quarter were dampened by lower than normal levels of customer activity during the first two months of the period followed by a rebound in March. Overall, however, the recent quarter was a productive one for M&T. We received a non-objection to our capital plan and proposed capital actions from the Federal Reserve, successfully accessed the debt and preferred

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M&T BANK CORPORATION

equity markets and continued to progress on our infrastructure projects related to BSA/AML compliance, risk management, and capital plan and stress testing efforts. While these initiatives contributed to operating expenses that were higher than M&T’s normal run rate, they position us well for the future.”

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 reported results.

Diluted net operating earnings per common share were $1.66 in the recent quarter, compared with $2.06 and $1.61 in the first and fourth quarters of 2013, respectively. Net operating income for the first three months of 2014 totaled $235 million. Net operating income was $285 million and $228 million in the quarters ended March 31, 2013 and December 31, 2013, respectively. Expressed as an annualized rate of return on average tangible assets and average tangible common shareholders’ equity, net operating income was 1.15% and 12.76%, respectively, in the first quarter of 2014. The comparable returns were 1.48% and 18.71% in the year-earlier quarter and 1.11% and 12.67% in the fourth quarter of 2013.

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M&T BANK CORPORATION

Taxable-equivalent Net Interest Income. Taxable-equivalent net interest income totaled $662 million in 2014’s initial quarter, nearly unchanged from the year-earlier period. Growth in average earning assets, led by a $3.5 billion rise in average investment securities, was offset by a 19 basis point narrowing of the net interest margin to 3.52% in the recent quarter from 3.71% in the first quarter of 2013. The increase in investment securities reflects M&T’s significant loan securitization activities in 2013.

Provision for Credit Losses/Asset Quality. The provision for credit losses was $32 million in the first quarter of 2014, improved from $38 million and $42 million in the first and fourth quarters of 2013, respectively. Net charge-offs of loans during the recent quarter were also $32 million, down from $37 million in the first quarter of 2013 and $42 million in the final 2013 quarter. Net charge-offs expressed as an annualized percentage of average loans outstanding were .20% during the first three months of 2014, compared with .23% and .26% in the first and fourth quarters of 2013, respectively.

Loans classified as nonaccrual totaled $891 million or 1.39% of total loans outstanding at March 31, 2014, compared with $1.05 billion or 1.60% a year earlier and $874 million or 1.36% at December 31, 2013. Assets taken in foreclosure of defaulted loans continued to decline and totaled $59 million at March 31, 2014, compared with $96 million and $67 million at March 31, 2013 and December 31, 2013, respectively.

Allowance for Credit Losses. M&T regularly performs detailed analyses of individual borrowers and portfolios for purposes of determining the allowance for credit losses. As a result of those analyses, the allowance totaled $917 million or 1.43% of

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M&T BANK CORPORATION

outstanding loans at each of March 31, 2014 and December 31, 2013, compared with $927 million or 1.41% of loans at March 31, 2013.

Noninterest Income and Expense. Noninterest income totaled $420 million in the first quarter of 2014, $433 million a year earlier and $446 million in the fourth quarter of 2013. Noninterest income trends for the recent quarter reflected a slowdown in customer activity across most income categories during January and February. The largest factor contributing to the decline from 2013’s first quarter was a $13 million decrease in mortgage banking revenues, resulting from lower originated loan volumes.

Noninterest expense in the first quarter of 2014 totaled $702 million, compared with $636 million and $743 million in the first and fourth quarters of 2013, respectively. 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 $692 million in the recently completed quarter, $618 million in the first quarter of 2013 and $733 million in the final 2013 quarter. The higher level of operating expenses in the recent quarter as compared with the year-earlier period was predominantly the result of expenses for professional services and salaries associated with BSA/AML compliance, capital planning and stress testing, risk management, and other operational initiatives. The decline in noninterest operating expenses in 2014’s first quarter as compared with the final 2013 quarter was largely due to the impact of a $40 million litigation-related accrual in 2013 and lower professional services costs in 2014 that were partially offset by seasonally higher stock-based compensation and employee benefits expenses.

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M&T BANK CORPORATION

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 63.9% in the first quarter of 2014, 55.9% in the year-earlier quarter and 65.5% in the fourth quarter of 2013.

Balance Sheet. M&T had total assets of $88.5 billion at March 31, 2014, up 7% from $82.8 billion a year earlier. Investment securities at March 31, 2014 were $10.4 billion, up $4.7 billion or 83% from March 31, 2013. M&T added investment securities through purchase and loan securitization transactions in order to enhance its liquidity position as a result of changing regulatory requirements. Loans and leases, net of unearned discount, and deposits totaled $64.1 billion and $68.7 billion, respectively, at the recent quarter-end, compared with $65.9 billion and $65.1 billion, respectively, a year earlier.

Total shareholders’ equity increased 14% to $11.9 billion at March 31, 2014 from $10.4 billion at March 31, 2013, representing 13.43% and 12.59%, respectively, of total assets. During the recent quarter, M&T issued $350 million of 6.45% preferred stock and redeemed a like amount of 8.50% trust preferred securities. Common shareholders’ equity was $10.6 billion, or $81.05 per share at March 31, 2014, up from $9.5 billion, or $73.99 per share, a year earlier. Tangible equity per common share rose 17% to $53.92 at March 31, 2014 from $46.11 a year earlier. Common shareholders’ equity per share and tangible equity per common share were $79.81 and $52.45, respectively, at December 31, 2013. In the calculation of tangible equity per common share, common shareholders’ equity is reduced by the carrying values of

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M&T BANK CORPORATION

goodwill and core deposit and other intangible assets, net of applicable deferred tax balances. M&T’s estimated Tier 1 common ratio, a regulatory capital measure, was 9.45% at March 31, 2014, compared with 7.93% and 9.22% at March 31, 2013 and December 31, 2013, respectively. M&T estimates that the ratio of Common Equity Tier 1 to risk-weighted assets under the new capital rules approved in July 2013 on a fully phased-in basis was approximately 9.22% as of March 31, 2014.

Conference Call. Investors will have an opportunity to listen to M&T’s conference call to discuss first quarter financial results today at 10:00 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 #22896274. The conference call will be webcast live through M&T’s website at http://ir.mandtbank.com/events.cfm. A replay of the call will be available until Thursday, April 17, 2014 by calling (800)585-8367, or (404)537-3406 for international participants, and by making reference to the ID #22896274. 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.

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M&T BANK CORPORATION

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; 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

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M&T BANK CORPORATION

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
Amounts in thousands, except per share	March 31
	2014			2013			Change
Performance
Net income	$	229,017			274,113			-16	%
Net income available to common shareholders		211,731			255,096			-17
Per common share:
Basic earnings	$	1.63			2.00			-19	%
Diluted earnings		1.61			1.98			-19
Cash dividends	$	.70			.70			—
Common shares outstanding:
Average - diluted (1)		131,126			128,636			2	%
Period end (2)		131,431			128,999			2
Return on (annualized):
Average total assets		1.07	%		1.36	%
Average common shareholders’ equity		8.22	%		11.10	%
Taxable-equivalent net interest income	$	662,378			662,500			—
Yield on average earning assets		3.87	%		4.13	%
Cost of interest-bearing liabilities		.55	%		.64	%
Net interest spread		3.32	%		3.49	%
Contribution of interest-free funds		.20	%		.22	%
Net interest margin		3.52	%		3.71	%
Net charge-offs to average total net loans (annualized)		.20	%		.23	%
Net operating results (3)
Net operating income	$	235,162			285,136			-18	%
Diluted net operating earnings per common share		1.66			2.06			-19
Return on (annualized):
Average tangible assets		1.15	%		1.48	%
Average tangible common equity		12.76	%		18.71	%
Efficiency ratio		63.95	%		55.88	%
	At March 31
Loan quality	2014			2013			Change
Nonaccrual loans	$	890,893			1,052,794			-15	%
Real estate and other foreclosed assets		59,407			95,680			-38	%
Total nonperforming assets	$	950,300			1,148,474			-17	%
Accruing loans past due 90 days or more (4)	$	307,017			331,283			-7	%
Government guaranteed loans included in totals above:
Nonaccrual loans	$	75,959			63,385			20	%
Accruing loans past due 90 days or more		291,418			311,579			-6	%
Renegotiated loans	$	257,889			272,285			-5	%
Acquired accruing loans past due 90 days or more (5)	$	120,996			157,068			-23	%
Purchased impaired loans (6):
Outstanding customer balance	$	566,100			790,048
Carrying amount		303,388			425,232
Nonaccrual loans to total net loans		1.39	%		1.60	%
Allowance for credit losses to total loans		1.43	%		1.41	%

(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 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 16.

(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

Financial Highlights, Five Quarter Trend

	Three months ended
Amounts in thousands, except per share	March 31,			December 31,			September 30,			June 30,			March 31,
	2014			2013			2013			2013			2013
Performance
Net income	$	229,017			221,422			294,479			348,466			274,113
Net income available to common shareholders		211,731			203,451			275,356			328,557			255,096
Per common share:
Basic earnings	$	1.63			1.57			2.13			2.56			2.00
Diluted earnings		1.61			1.56			2.11			2.55			1.98
Cash dividends	$	.70			.70			.70			.70			.70
Common shares outstanding:
Average - diluted (1)		131,126			130,464			130,265			129,017			128,636
Period end (2)		131,431			130,564			130,241			129,464			128,999
Return on (annualized):
Average total assets		1.07	%		1.03	%		1.39	%		1.68	%		1.36	%
Average common shareholders’ equity		8.22	%		7.99	%		11.06	%		13.78	%		11.10	%
Taxable-equivalent net interest income	$	662,378			672,683			679,213			683,804			662,500
Yield on average earning assets		3.87	%		3.92	%		3.98	%		4.10	%		4.13	%
Cost of interest-bearing liabilities		.55	%		.56	%		.58	%		.62	%		.64	%
Net interest spread		3.32	%		3.36	%		3.40	%		3.48	%		3.49	%
Contribution of interest-free funds		.20	%		.20	%		.21	%		.23	%		.22	%
Net interest margin		3.52	%		3.56	%		3.61	%		3.71	%		3.71	%
Net charge-offs to average total net loans (annualized)		.20	%		.26	%		.29	%		.35	%		.23	%
Net operating results (3)
Net operating income	$	235,162			227,797			300,968			360,734			285,136
Diluted net operating earnings per common share		1.66			1.61			2.16			2.65			2.06
Return on (annualized):
Average tangible assets		1.15	%		1.11	%		1.48	%		1.81	%		1.48	%
Average tangible common equity		12.76	%		12.67	%		17.64	%		22.72	%		18.71	%
Efficiency ratio		63.95	%		65.48	%		56.03	%		50.92	%		55.88	%
	March 31,			December 31,			September 30,			June 30,			March 31,
Loan quality	2014			2013			2013			2013			2013
Nonaccrual loans	$	890,893			874,156			915,871			964,906			1,052,794
Real estate and other foreclosed assets		59,407			66,875			89,203			82,088			95,680
Total nonperforming assets	$	950,300			941,031			1,005,074			1,046,994			1,148,474
Accruing loans past due 90 days or more (4)	$	307,017			368,510			339,792			340,467			331,283
Government guaranteed loans included in totals above:
Nonaccrual loans	$	75,959			63,647			68,519			69,508			63,385
Accruing loans past due 90 days or more		291,418			297,918			320,732			315,281			311,579
Renegotiated loans	$	257,889			257,092			259,301			263,351			272,285
Acquired accruing loans past due 90 days or more (5)	$	120,996			130,162			153,585			155,686			157,068
Purchased impaired loans (6):
Outstanding customer balance	$	566,100			579,975			648,118			725,196			790,048
Carrying amount		303,388			330,792			357,337			394,697			425,232
Nonaccrual loans to total net loans		1.39	%		1.36	%		1.44	%		1.46	%		1.60	%
Allowance for credit losses to total loans		1.43	%		1.43	%		1.44	%		1.41	%		1.41	%

(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 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 16.

(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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11-11-11-11-11

M&T BANK CORPORATION

Condensed Consolidated Statement of Income

	Three months ended
	March 31
Dollars in thousands	2014			2013			Change
Interest income	$	722,952			729,975			-1	%
Interest expense		66,519			73,925			-10
Net interest income		656,433			656,050			—
Provision for credit losses		32,000			38,000			-16
Net interest income after provision for credit losses		624,433			618,050			1
Other income
Mortgage banking revenues		80,049			93,103			-14
Service charges on deposit accounts		104,198			110,949			-6
Trust income		121,252			121,603			—
Brokerage services income		16,500			15,711			5
Trading account and foreign exchange gains		6,447			8,927			-28
Other-than-temporary impairment losses recognized in earnings		—			(9,800	)		—
Equity in earnings of Bayview Lending Group LLC		(4,454	)		(3,656	)		—
Other revenues from operations		96,115			96,045			—
Total other income		420,107			432,882			-3
Other expense
Salaries and employee benefits		371,326			356,551			4
Equipment and net occupancy		71,167			65,159			9
Printing, postage and supplies		10,956			10,699			2
Amortization of core deposit and other intangible assets		10,062			13,343			-25
FDIC assessments		15,488			19,438			-20
Other costs of operations		223,272			170,406			31
Total other expense		702,271			635,596			10
Income before income taxes		342,269			415,336			-18
Applicable income taxes		113,252			141,223			-20
Net income	$	229,017			274,113			-16	%

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12-12-12-12-12

M&T BANK CORPORATION

Condensed Consolidated Statement of Income, Five Quarter Trend

	Three months ended
Dollars in thousands	March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013			March 31, 2013
Interest income	$	722,952			734,466			742,686			750,207			729,975
Interest expense		66,519			67,982			69,578			72,620			73,925
Net interest income		656,433			666,484			673,108			677,587			656,050
Provision for credit losses		32,000			42,000			48,000			57,000			38,000
Net interest income after provision for credit losses		624,433			624,484			625,108			620,587			618,050
Other income
Mortgage banking revenues		80,049			82,169			64,731			91,262			93,103
Service charges on deposit accounts		104,198			110,436			113,839			111,717			110,949
Trust income		121,252			125,876			123,801			124,728			121,603
Brokerage services income		16,500			15,807			16,871			17,258			15,711
Trading account and foreign exchange gains		6,447			13,690			8,987			9,224			8,927
Gain on bank investment securities		—			—			—			56,457			—
Other-than-temporary impairment losses recognized in earnings		—			—			—			—			(9,800	)
Equity in earnings of Bayview Lending Group LLC		(4,454	)		(6,136	)		(3,881	)		(2,453	)		(3,656	)
Other revenues from operations		96,115			104,404			153,040			100,496			96,045
Total other income		420,107			446,246			477,388			508,689			432,882
Other expense
Salaries and employee benefits		371,326			336,159			339,332			323,136			356,551
Equipment and net occupancy		71,167			68,670			66,220			64,278			65,159
Printing, postage and supplies		10,956			8,808			9,752			10,298			10,699
Amortization of core deposit and other intangible assets		10,062			10,439			10,628			12,502			13,343
FDIC assessments		15,488			17,574			14,877			17,695			19,438
Other costs of operations		223,272			301,422			217,817			170,682			170,406
Total other expense		702,271			743,072			658,626			598,591			635,596
Income before income taxes		342,269			327,658			443,870			530,685			415,336
Applicable income taxes		113,252			106,236			149,391			182,219			141,223
Net income	$	229,017			221,422			294,479			348,466			274,113

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13-13-13-13-13

M&T BANK CORPORATION

Condensed Consolidated Balance Sheet

	March 31
Dollars in thousands	2014		2013		Change
ASSETS
Cash and due from banks	$	1,671,052		1,231,091		36	%
Interest-bearing deposits at banks		3,299,185		1,304,770		153
Federal funds sold and agreements to resell securities		92,066		594,976		-85
Trading account assets		314,807		420,144		-25
Investment securities		10,364,249		5,660,831		83
Loans and leases:
Commercial, financial, etc		18,896,070		17,469,138		8
Real estate - commercial		26,104,086		25,944,819		1
Real estate - consumer		8,774,095		11,094,577		-21
Consumer		10,360,827		11,415,733		-9
Total loans and leases, net of unearned discount		64,135,078		65,924,267		-3
Less: allowance for credit losses		916,768		927,117		-1
Net loans and leases		63,218,310		64,997,150		-3
Goodwill		3,524,625		3,524,625		—
Core deposit and other intangible assets		58,789		102,420		-43
Other assets		5,987,277		4,975,950		20
Total assets	$	88,530,360		82,811,957		7	%
LIABILITIES AND SHAREHOLDERS’ EQUITY
Noninterest-bearing deposits	$	25,244,200		23,603,971		7	%
Interest-bearing deposits		43,207,286		41,219,679		5
Deposits at Cayman Islands office		247,880		266,076		-7
Total deposits		68,699,366		65,089,726		6
Short-term borrowings		230,209		374,593		-39
Accrued interest and other liabilities		1,462,725		1,530,118		-4
Long-term borrowings		6,251,197		5,394,563		16
Total liabilities		76,643,497		72,389,000		6
Shareholders’ equity:
Preferred		1,231,500		874,627		41
Common (1)		10,655,363		9,548,330		12
Total shareholders’ equity		11,886,863		10,422,957		14
Total liabilities and shareholders’ equity	$	88,530,360		82,811,957		7	%

(1) Reflects accumulated other comprehensive loss, net of applicable income tax effect, of $25.3 million at March 31, 2014 and $226.0 million at March 31, 2013.

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14-14-14-14-14

M&T BANK CORPORATION

Condensed Consolidated Balance Sheet, Five Quarter Trend

Dollars in thousands	March 31, 2014		December 31, 2013		September 30, 2013		June 30, 2013		March 31, 2013
ASSETS
Cash and due from banks	$	1,671,052		1,573,361		1,941,944		1,350,015		1,231,091
Interest-bearing deposits at banks		3,299,185		1,651,138		1,925,811		2,555,354		1,304,770
Federal funds sold and agreements to resell securities		92,066		99,573		117,809		124,487		594,976
Trading account assets		314,807		376,131		371,370		378,235		420,144
Investment securities		10,364,249		8,796,497		8,309,773		5,210,526		5,660,831
Loans and leases:
Commercial, financial, etc		18,896,070		18,705,216		17,911,149		18,021,812		17,469,138
Real estate - commercial		26,104,086		26,148,208		26,345,267		26,116,394		25,944,819
Real estate - consumer		8,774,095		8,928,221		9,228,003		10,399,749		11,094,577
Consumer		10,360,827		10,291,514		10,174,623		11,433,911		11,415,733
Total loans and leases, net of unearned discount		64,135,078		64,073,159		63,659,042		65,971,866		65,924,267
Less: allowance for credit losses		916,768		916,676		916,370		927,065		927,117
Net loans and leases		63,218,310		63,156,483		62,742,672		65,044,801		64,997,150
Goodwill		3,524,625		3,524,625		3,524,625		3,524,625		3,524,625
Core deposit and other intangible assets		58,789		68,851		79,290		89,918		102,420
Other assets		5,987,277		5,915,732		5,414,191		4,951,044		4,975,950
Total assets	$	88,530,360		85,162,391		84,427,485		83,229,005		82,811,957
LIABILITIES AND SHAREHOLDERS’ EQUITY
Noninterest-bearing deposits	$	25,244,200		24,661,007		24,150,771		24,074,815		23,603,971
Interest-bearing deposits		43,207,286		42,134,859		42,084,860		41,302,212		41,219,679
Deposits at Cayman Islands office		247,880		322,746		316,510		284,443		266,076
Total deposits		68,699,366		67,118,612		66,552,141		65,661,470		65,089,726
Short-term borrowings		230,209		260,455		246,019		307,740		374,593
Accrued interest and other liabilities		1,462,725		1,368,922		1,491,797		1,421,067		1,530,118
Long-term borrowings		6,251,197		5,108,870		5,121,326		5,122,398		5,394,563
Total liabilities		76,643,497		73,856,859		73,411,283		72,512,675		72,389,000
Shareholders’ equity:
Preferred		1,231,500		881,500		879,010		876,796		874,627
Common (1)		10,655,363		10,424,032		10,137,192		9,839,534		9,548,330
Total shareholders’ equity		11,886,863		11,305,532		11,016,202		10,716,330		10,422,957
Total liabilities and shareholders’ equity	$	88,530,360		85,162,391		84,427,485		83,229,005		82,811,957

(1) Reflects accumulated other comprehensive loss, net of applicable income tax effect, of $25.3 million at March 31, 2014, $64.2 million at December 31, 2013, $198.1 million at September 30, 2013, $227.8 million at June 30, 2013 and $226.0 million at March 31, 2013.

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15-15-15-15-15

M&T BANK CORPORATION

Condensed Consolidated Average Balance Sheet

and Annualized Taxable-equivalent Rates

	Three months ended															Change in balance
	March 31,					March 31,					December 31,					March 31, 2014 from
Dollars in millions	2014					2013					2013					March 31,			December 31,
	Balance		Rate			Balance		Rate			Balance		Rate			2013			2013
ASSETS
Interest-bearing deposits at banks	$	3,089		.25	%		527		.21	%		2,948		.25	%		486	%		5	%
Federal funds sold and agreements to resell securities		100		.07			81		.13			115		.07			22			-14
Trading account assets		71		2.68			76		3.60			82		1.36			-6			-13
Investment securities		9,265		3.34			5,803		3.33			8,354		3.32			60			11
Loans and leases, net of unearned discount
Commercial, financial, etc		18,476		3.37			17,328		3.66			18,096		3.41			7			2
Real estate - commercial		26,143		4.40			25,915		4.41			26,231		4.48			1			—
Real estate - consumer		8,844		4.19			11,142		4.09			8,990		4.20			-21			-2
Consumer		10,300		4.59			11,467		4.66			10,233		4.60			-10			1
Total loans and leases, net		63,763		4.14			65,852		4.24			63,550		4.17			-3			—
Total earning assets		76,288		3.87			72,339		4.13			75,049		3.92			5			2
Goodwill		3,525					3,525					3,525					—			—
Core deposit and other intangible assets		64					109					74					-42			-14
Other assets		6,788					5,940					6,682					14			2
Total assets	$	86,665					81,913					85,330					6	%		2	%
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits
NOW accounts	$	988		.12			893		.15			933		.13			11	%		6	%
Savings deposits		38,358		.12			35,394		.16			38,079		.14			8			1
Time deposits		3,460		.46			4,438		.75			3,617		.51			-22			-4
Deposits at Cayman Islands office		380		.22			859		.18			414		.21			-56			-8
Total interest-bearing deposits		43,186		.15			41,584		.22			43,043		.17			4			—
Short-term borrowings		264		.05			637		.15			287		.06			-59			-8
Long-term borrowings		5,897		3.47			4,688		4.39			5,009		3.91			26			18
Total interest-bearing liabilities		49,347		.55			46,909		.64			48,339		.56			5			2
Noninterest-bearing deposits		24,141					22,956					24,169					5			—
Other liabilities		1,529					1,726					1,713					-11			-11
Total liabilities		75,017					71,591					74,221					5			1
Shareholders’ equity		11,648					10,322					11,109					13			5
Total liabilities and shareholders’ equity	$	86,665					81,913					85,330					6	%		2	%
Net interest spread				3.32					3.49					3.36
Contribution of interest-free funds				.20					.22					.20
Net interest margin				3.52	%				3.71	%				3.56	%

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16-16-16-16-16

M&T BANK CORPORATION

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

	Three months ended
	March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013			March 31, 2013
Income statement data
In thousands, except per share
Net income
Net income	$	229,017			221,422			294,479			348,466			274,113
Amortization of core deposit and other intangible assets (1)		6,145			6,375			6,489			7,632			8,148
Merger-related expenses (1)		—			—			—			4,636			2,875
Net operating income	$	235,162			227,797			300,968			360,734			285,136
Earnings per common share
Diluted earnings per common share	$	1.61			1.56			2.11			2.55			1.98
Amortization of core deposit and other intangible assets (1)		.05			.05			.05			.06			.06
Merger-related expenses (1)		—			—			—			.04			.02
Diluted net operating earnings per common share	$	1.66			1.61			2.16			2.65			2.06
Other expense
Other expense	$	702,271			743,072			658,626			598,591			635,596
Amortization of core deposit and other intangible assets		(10,062	)		(10,439	)		(10,628	)		(12,502	)		(13,343	)
Merger-related expenses		—			—			—			(7,632	)		(4,732	)
Noninterest operating expense	$	692,209			732,633			647,998			578,457			617,521
Merger-related expenses
Salaries and employee benefits	$	—			—			—			300			536
Equipment and net occupancy		—			—			—			489			201
Printing, postage and supplies		—			—			—			998			827
Other costs of operations		—			—			—			5,845			3,168
Total	$	—			—			—			7,632			4,732
Efficiency ratio
Noninterest operating expense (numerator)	$	692,209			732,633			647,998			578,457			617,521
Taxable-equivalent net interest income		662,378			672,683			679,213			683,804			662,500
Other income		420,107			446,246			477,388			508,689			432,882
Less: Gain on bank investment securities		—			—			—			56,457			—
Net OTTI losses recognized in earnings		—			—			—			—			(9,800	)
Denominator	$	1,082,485			1,118,929			1,156,601			1,136,036			1,105,182
Efficiency ratio		63.95	%		65.48	%		56.03	%		50.92	%		55.88	%
Balance sheet data
In millions
Average assets
Average assets	$	86,665			85,330			84,011			83,352			81,913
Goodwill		(3,525	)		(3,525	)		(3,525	)		(3,525	)		(3,525	)
Core deposit and other intangible assets		(64	)		(74	)		(84	)		(95	)		(109	)
Deferred taxes		20			23			25			28			32
Average tangible assets	$	83,096			81,754			80,427			79,760			78,311
Average common equity
Average total equity	$	11,648			11,109			10,881			10,563			10,322
Preferred stock		(1,072	)		(881	)		(878	)		(876	)		(874	)
Average common equity		10,576			10,228			10,003			9,687			9,448
Goodwill		(3,525	)		(3,525	)		(3,525	)		(3,525	)		(3,525	)
Core deposit and other intangible assets		(64	)		(74	)		(84	)		(95	)		(109	)
Deferred taxes		20			23			25			28			32
Average tangible common equity	$	7,007			6,652			6,419			6,095			5,846
At end of quarter
Total assets
Total assets	$	88,530			85,162			84,427			83,229			82,812
Goodwill		(3,525	)		(3,525	)		(3,525	)		(3,525	)		(3,525	)
Core deposit and other intangible assets		(59	)		(69	)		(79	)		(90	)		(102	)
Deferred taxes		19			21			24			27			30
Total tangible assets	$	84,965			81,589			80,847			79,641			79,215
Total common equity
Total equity	$	11,887			11,306			11,016			10,716			10,423
Preferred stock		(1,232	)		(882	)		(879	)		(877	)		(875	)
Undeclared dividends - cumulative preferred stock		(3	)		(3	)		(4	)		(3	)		(3	)
Common equity, net of undeclared cumulative preferred dividends		10,652			10,421			10,133			9,836			9,545
Goodwill		(3,525	)		(3,525	)		(3,525	)		(3,525	)		(3,525	)
Core deposit and other intangible assets		(59	)		(69	)		(79	)		(90	)		(102	)
Deferred taxes		19			21			24			27			30
Total tangible common equity	$	7,087			6,848			6,553			6,248			5,948

(1) After any related tax effect.

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