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): October 17, 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 October 17, 2014, M&T Bank Corporation announced its results of operations for the quarter ended September 30, 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 October 17, 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: October 17, 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 October 17, 2014. Filed herewith.

-  4  -

EX-99

Exhibit 99

INVESTOR CONTACT:	Donald J. MacLeod	FOR IMMEDIATE RELEASE:
	(716) 842-5138	October 17, 2014
MEDIA CONTACT:	C. Michael Zabel
	(716) 842-5385

M&T BANK CORPORATION ANNOUNCES THIRD QUARTER RESULTS

BUFFALO, NEW YORK — M&T Bank Corporation (“M&T”) (NYSE: MTB) today reported its results of operations for the quarter ended September 30, 2014.

GAAP Results of Operations. Diluted earnings per common share measured in accordance with generally accepted accounting principles (“GAAP”) for the third quarter of 2014 were $1.91, compared with $2.11 in the year-earlier quarter and $1.98 in the second quarter of 2014. GAAP-basis net income in the recently completed quarter aggregated $275 million, compared with $294 million and $284 million in the third quarter of 2013 and the second quarter of 2014, respectively. GAAP-basis net income for the third quarter of 2014 expressed as an annualized rate of return on average assets and average common shareholders’ equity was 1.17% and 9.18%, respectively, compared with 1.39% and 11.06%, respectively, in the year-earlier quarter and 1.27% and 9.79%, respectively, in 2014’s second quarter. Reflected in last year’s third quarter profits were after-tax gains of $34 million from loan securitization transactions that added $.26 of diluted earnings per common share to that quarter’s results.

Commenting on M&T’s financial performance for the recent quarter, René F. Jones, Vice Chairman and Chief Financial Officer, noted, “Revenue levels were largely unchanged in comparison with the linked quarter. Average loans grew modestly and fee income

-more-

2–2–2–2–2

M&T BANK CORPORATION

declined slightly from the strong second quarter performance. Most important was the substantial progress we have made on our key initiatives related to strengthening M&T’s BSA/AML, compliance and risk management infrastructure. That progress led to the continuation of an elevated level of operating expenses, but we firmly believe that our decision to invest in these initiatives is money well-spent. Significantly, credit quality remained quite strong, as reflected in lower levels of nonperforming loans and net charge-offs when compared with the previous quarter.”

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 $1.94 in the third quarter of 2014, compared with $2.16 and $2.02 in the year-earlier quarter and the second quarter of 2014, respectively. Net operating income during the recent quarter was $280 million, compared with $301 million in the third quarter of 2013 and $290 million in 2014’s second quarter. Expressed as an annualized rate of return on average tangible assets and average tangible common shareholders’ equity, net operating income was 1.24% and 13.80%,

-more-

3–3–3–3–3

M&T BANK CORPORATION

respectively, in the recent quarter, compared with 1.48% and 17.64%, respectively, in the third quarter of 2013 and 1.35% and 14.92%, respectively, in the second quarter of 2014.

Taxable-equivalent Net Interest Income. Net interest income expressed on a taxable-equivalent basis totaled $675 million in each of the second and third quarters of 2014. A 17 basis point decline in the net interest margin to 3.23% in the recent quarter was offset by a $3.2 billion increase in average earning assets, including a $1.8 billion rise in average investment securities. Taxable-equivalent net interest income in the recent quarter was down $4 million from $679 million in the year-earlier period reflecting a 38 basis point decline of the net interest margin from 3.61% in the third quarter of 2013 that was substantially offset by an $8.1 billion rise in average earning assets, including $5.8 billion of investment securities. In each quarterly comparison, the decline in the net interest margin was attributable to increased lower-yielding balances of investment securities and deposits held at the Federal Reserve Bank of New York combined with continuing downward pressure on yields earned on loans. The growth in investment securities resulted from progress made in response to new regulatory liquidity requirements that were recently finalized and will become effective for M&T in January 2016.

Provision for Credit Losses/Asset Quality. The provision for credit losses was $29 million in the recent quarter, compared with $48 million in the third quarter of 2013 and $30 million in 2014’s second quarter. Net charge-offs of loans were $28 million during 2014’s third quarter, compared with $48 million and $29 million in the third quarter of 2013 and second quarter of 2014, respectively. Expressed as an annualized percentage of average loans outstanding, net charge-offs were .17% and .29% in the

-more-

4–4–4–4–4

M&T BANK CORPORATION

third quarter of 2014 and 2013, respectively, and .18% in the second quarter of 2014.

Loans classified as nonaccrual declined to $848 million, or 1.29% of total loans outstanding at September 30, 2014, improved from $916 million or 1.44% at September 30, 2013 and $880 million or 1.36% at June 30, 2014. Assets taken in foreclosure of defaulted loans totaled $68 million at September 30, 2014, compared with $89 million and $60 million at September 30, 2013 and June 30, 2014, respectively.

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 $919 million or 1.40% of loans outstanding at September 30, 2014, compared with $916 million or 1.44% at September 30, 2013 and $918 million or 1.42% at June 30, 2014.

Noninterest Income and Expense. Noninterest income totaled $451 million in the recent quarter, little changed from $456 million in the second quarter of 2014, but down from $477 million in the third quarter of 2013 when $56 million of pre-tax gains from loan securitization transactions were realized. Excluding those gains, noninterest income in the year-earlier quarter aggregated $421 million. The improvement in the recent quarter as compared with 2013’s third quarter, exclusive of the gains from securitizations, resulted predominantly from higher residential mortgage banking revenues associated with loan servicing activities.

Noninterest expenses in the third quarter of 2014 totaled $679 million, compared with $659 million in the year-earlier quarter and $681 million in the second quarter of 2014. Included in such

-more-

5–5–5–5–5

M&T BANK CORPORATION

amounts are expenses considered to be nonoperating in nature consisting of amortization of core deposit and other intangible assets. Exclusive of those expenses, noninterest operating expenses were $672 million in each of the two most recent quarters and $648 million in the third quarter of 2013. The higher level of operating expenses in the recent quarter as compared with the year-earlier period was predominantly attributable to increased costs for professional services and salaries associated with BSA/AML activities, compliance, capital planning and stress testing, and risk management initiatives.

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 59.7% in the recent quarter, 59.4% in the second quarter of 2014 and 56.0% in 2013’s third quarter.

Balance Sheet. M&T had total assets of $97.2 billion at September 30, 2014, up 15% from $84.4 billion a year earlier. Investment securities were $13.3 billion at the recent quarter-end, up $5.0 billion or 61% from September 30, 2013. M&T added investment securities during 2013 and 2014 through purchase and loan securitization transactions in order to enhance its liquidity position in response to new regulatory requirements. Loans and leases, net of unearned discount, totaled $65.6 billion at September 30, 2014, $1.9 billion or 3% above $63.7 billion a year earlier. Total deposits rose 12% to $74.3 billion at the recent quarter-end from $66.6 billion at September 30, 2013.

Total shareholders’ equity also rose 12% to $12.3 billion at September 30, 2014 from $11.0 billion a year earlier, representing

-more-

6–6–6–6–6

M&T BANK CORPORATION

12.68% and 13.05%, respectively, of total assets. Common shareholders’ equity was $11.1 billion, or $83.99 per share, at September 30, 2014, compared with $10.1 billion, or $77.81 per share, at September 30, 2013. Tangible equity per common share rose 13% to $57.10 at September 30, 2014 from $50.32 at September 30, 2013. Common shareholders’ equity per share and tangible equity per common share were $82.86 and $55.89, respectively, at June 30, 2014. 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 estimated Tier 1 common ratio, a regulatory capital measure, continued to increase and was 9.77% at September 30, 2014, compared with 9.08% and 9.63% at September 30, 2013 and June 30, 2014, respectively. M&T estimates that the ratio of Common Equity Tier 1 to risk-weighted assets under the capital rules approved in July 2013 on a fully phased-in basis was approximately 9.52% as of September 30, 2014.

Conference Call. Investors will have an opportunity to listen to M&T’s conference call to discuss third 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 #15231149. 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 October 20, 2014 by calling (800)585-8367, or (404)537-3406 for international participants, and by making reference to ID #15231149. 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.

-more-

7–7–7–7–7

M&T BANK CORPORATION

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; 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 regulatory agencies; increasing price and product/service competition by competitors, including new entrants; rapid technological developments and

-more-

8–8–8–8–8

M&T BANK CORPORATION

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.

-more-

9–9–9–9–9

M&T BANK CORPORATION

Financial Highlights

	Three months ended									Nine months ended
Amounts in thousands,	September 30									September 30
except per share	2014			2013			Change			2014			2013			Change
Performance
Net income	$	275,344			294,479			-6	%	$	788,697			917,058			-14	%
Net income available to common shareholders		251,917			275,356			-9	%		724,344			859,000			-16	%
Per common share:
Basic earnings	$	1.92			2.13			-10	%	$	5.54			6.69			-17	%
Diluted earnings		1.91			2.11			-9	%		5.50			6.64			-17	%
Cash dividends	$	.70			.70			—		$	2.10			2.10			—
Common shares outstanding:
Average - diluted (1)		132,128			130,265			1	%		131,698			129,312			2	%
Period end (2)		132,142			130,241			1	%		132,142			130,241			1	%
Return on (annualized):
Average total assets		1.17	%		1.39	%					1.17	%		1.48	%
Average common shareholders’ equity		9.18	%		11.06	%					9.07	%		11.98	%
Taxable-equivalent net interest income	$	674,900			679,213			-1	%	$	2,012,241			2,025,517			-1	%
Yield on average earning assets		3.59	%		3.98	%					3.72	%		4.07	%
Cost of interest-bearing liabilities		.54	%		.58	%					.53	%		.61	%
Net interest spread		3.05	%		3.40	%					3.19	%		3.46	%
Contribution of interest-free funds		.18	%		.21	%					.19	%		.22	%
Net interest margin		3.23	%		3.61	%					3.38	%		3.68	%
Net charge-offs to average total net loans (annualized)		.17	%		.29	%					.19	%		.29	%
Net operating results (3)
Net operating income	$	279,838			300,968			-7	%	$	804,974			946,838			-15	%
Diluted net operating earnings per common share		1.94			2.16			-10	%		5.62			6.87			-18	%
Return on (annualized):
Average tangible assets		1.24	%		1.48	%					1.25	%		1.59	%
Average tangible common equity		13.80	%		17.64	%					13.84	%		19.66	%
Efficiency ratio		59.67	%		56.03	%					60.96	%		54.27	%
	At September 30
	2014			2013			Change
Loan quality
Nonaccrual loans	$	847,784			915,871			-7	%
Real estate and other foreclosed assets		67,629			89,203			-24	%
Total nonperforming assets	$	915,413			1,005,074			-9	%
Accruing loans past due 90 days or more (4)	$	312,990			339,792			-8	%
Government guaranteed loans included in totals above:
Nonaccrual loans	$	68,586			68,519			—	%
Accruing loans past due 90 days or more		265,333			320,732			-17	%
Renegotiated loans	$	209,099			259,301			-19	%
Acquired accruing loans past due 90 days or more (5)	$	132,147			153,585			-14	%
Purchased impaired loans (6):
Outstanding customer balance	$	429,915			648,118			-34	%
Carrying amount		236,662			357,337			-34	%
Nonaccrual loans to total net loans		1.29	%		1.44	%
Allowance for credit losses to total loans		1.40	%		1.44	%

(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.

- more -

10–10–10–10–10

M&T BANK CORPORATION

Financial Highlights, Five Quarter Trend

	Three months ended
Amounts in thousands, except per share	September 30, 2014			June 30, 2014			March 31, 2014			December 31, 2013			September 30, 2013
Performance
Net income	$	275,344			284,336			229,017			221,422			294,479
Net income available to common shareholders		251,917			260,695			211,731			203,451			275,356
Per common share:
Basic earnings	$	1.92			1.99			1.63			1.57			2.13
Diluted earnings		1.91			1.98			1.61			1.56			2.11
Cash dividends	$	.70			.70			.70			.70			.70
Common shares outstanding:
Average - diluted (1)		132,128			131,828			131,126			130,464			130,265
Period end (2)		132,142			131,953			131,431			130,564			130,241
Return on (annualized):
Average total assets		1.17	%		1.27	%		1.07	%		1.03	%		1.39	%
Average common shareholders’ equity		9.18	%		9.79	%		8.22	%		7.99	%		11.06	%
Taxable-equivalent net interest income	$	674,900			674,963			662,378			672,683			679,213
Yield on average earning assets		3.59	%		3.73	%		3.87	%		3.92	%		3.98	%
Cost of interest-bearing liabilities		.54	%		.51	%		.55	%		.56	%		.58	%
Net interest spread		3.05	%		3.22	%		3.32	%		3.36	%		3.40	%
Contribution of interest-free funds		.18	%		.18	%		.20	%		.20	%		.21	%
Net interest margin		3.23	%		3.40	%		3.52	%		3.56	%		3.61	%
Net charge-offs to average total net loans (annualized)		.17	%		.18	%		.20	%		.26	%		.29	%
Net operating results (3)
Net operating income	$	279,838			289,974			235,162			227,797			300,968
Diluted net operating earnings per common share		1.94			2.02			1.66			1.61			2.16
Return on (annualized):
Average tangible assets		1.24	%		1.35	%		1.15	%		1.11	%		1.48	%
Average tangible common equity		13.80	%		14.92	%		12.76	%		12.67	%		17.64	%
Efficiency ratio		59.67	%		59.39	%		63.95	%		65.48	%		56.03	%
	September 30, 2014			June 30, 2014			March 31, 2014			December 31, 2013			September 30, 2013
Loan quality
Nonaccrual loans	$	847,784			880,134			890,893			874,156			915,871
Real estate and other foreclosed assets		67,629			59,793			59,407			66,875			89,203
Total nonperforming assets	$	915,413			939,927			950,300			941,031			1,005,074
Accruing loans past due 90 days or more (4)	$	312,990			289,016			307,017			368,510			339,792
Government guaranteed loans included in totals above:
Nonaccrual loans	$	68,586			81,817			75,959			63,647			68,519
Accruing loans past due 90 days or more		265,333			275,846			291,418			297,918			320,732
Renegotiated loans	$	209,099			270,223			257,889			257,092			259,301
Acquired accruing loans past due 90 days or more (5)	$	132,147			134,580			120,996			130,162			153,585
Purchased impaired loans (6):
Outstanding customer balance	$	429,915			504,584			534,331			579,975			648,118
Carrying amount		236,662			282,517			303,388			330,792			357,337
Nonaccrual loans to total net loans		1.29	%		1.36	%		1.39	%		1.36	%		1.44	%
Allowance for credit losses to total loans		1.40	%		1.42	%		1.43	%		1.43	%		1.44	%

(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 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.

- more -

11–11–11–11–11

M&T BANK CORPORATION

Condensed Consolidated Statement of Income

	Three months ended									Nine months ended
	September 30									September 30
Dollars in thousands	2014			2013			Change			2014			2013			Change
Interest income	$	743,023			742,686			—	%	$	2,200,265			2,222,868			-1	%
Interest expense		73,964			69,578			6			205,659			216,123			-5
Net interest income		669,059			673,108			-1			1,994,606			2,006,745			-1
Provision for credit losses		29,000			48,000			-40			91,000			143,000			-36
Net interest income after provision for credit losses		640,059			625,108			2			1,903,606			1,863,745			2
Other income
Mortgage banking revenues		93,532			64,731			44			269,237			249,096			8
Service charges on deposit accounts		110,071			113,839			-3			321,637			336,505			-4
Trust income		128,671			123,801			4			379,816			370,132			3
Brokerage services income		17,416			16,871			3			51,403			49,840			3
Trading account and foreign exchange gains		6,988			8,987			-22			21,477			27,138			-21
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		(4,114	)		(3,881	)		—			(12,623	)		(9,990	)		—
Other revenues from operations		98,547			153,040			-36			296,683			349,581			-15
Total other income		451,111			477,388			-6			1,327,630			1,418,959			-6
Other expense
Salaries and employee benefits		348,776			339,332			3			1,059,815			1,019,019			4
Equipment and net occupancy		67,713			66,220			2			206,964			195,657			6
Printing, postage and supplies		9,184			9,752			-6			29,320			30,749			-5
Amortization of core deposit and other intangible assets		7,358			10,628			-31			26,654			36,473			-27
FDIC assessments		13,193			14,877			-11			43,836			52,010			-16
Other costs of operations		233,060			217,817			7			696,160			558,905			25
Total other expense		679,284			658,626			3			2,062,749			1,892,813			9
Income before income taxes		411,886			443,870			-7			1,168,487			1,389,891			-16
Applicable income taxes		136,542			149,391			-9			379,790			472,833			-20
Net income	$	275,344			294,479			-6	%	$	788,697			917,058			-14	%

- more -

12–12–12–12–12

M&T BANK CORPORATION

Condensed Consolidated Statement of Income, Five Quarter Trend

	Three months ended
	September 30,			June 30,			March 31,			December 31,			September 30,
Dollars in thousands	2014			2014			2014			2013			2013
Interest income	$	743,023			734,290			722,952			734,466			742,686
Interest expense		73,964			65,176			66,519			67,982			69,578
Net interest income		669,059			669,114			656,433			666,484			673,108
Provision for credit losses		29,000			30,000			32,000			42,000			48,000
Net interest income after provision for credit losses		640,059			639,114			624,433			624,484			625,108
Other income
Mortgage banking revenues		93,532			95,656			80,049			82,169			64,731
Service charges on deposit accounts		110,071			107,368			104,198			110,436			113,839
Trust income		128,671			129,893			121,252			125,876			123,801
Brokerage services income		17,416			17,487			16,500			15,807			16,871
Trading account and foreign exchange gains		6,988			8,042			6,447			13,690			8,987
Equity in earnings of Bayview Lending Group LLC		(4,114	)		(4,055	)		(4,454	)		(6,136	)		(3,881	)
Other revenues from operations		98,547			102,021			96,115			104,404			153,040
Total other income		451,111			456,412			420,107			446,246			477,388
Other expense
Salaries and employee benefits		348,776			339,713			371,326			336,159			339,332
Equipment and net occupancy		67,713			68,084			71,167			68,670			66,220
Printing, postage and supplies		9,184			9,180			10,956			8,808			9,752
Amortization of core deposit and other intangible assets		7,358			9,234			10,062			10,439			10,628
FDIC assessments		13,193			15,155			15,488			17,574			14,877
Other costs of operations		233,060			239,828			223,272			301,422			217,817
Total other expense		679,284			681,194			702,271			743,072			658,626
Income before income taxes		411,886			414,332			342,269			327,658			443,870
Applicable income taxes		136,542			129,996			113,252			106,236			149,391
Net income	$	275,344			284,336			229,017			221,422			294,479

- more -

13–13–13–13–13

M&T BANK CORPORATION

Condensed Consolidated Balance Sheet

	September 30
Dollars in thousands	2014		2013		Change
ASSETS
Cash and due from banks	$	1,445,877		1,941,944		-26	%
Interest-bearing deposits at banks		7,676,064		1,925,811		299
Federal funds sold and agreements to resell securities		77,766		117,809		-34
Trading account assets		296,913		371,370		-20
Investment securities		13,348,368		8,309,773		61
Loans and leases:
Commercial, financial, etc.		19,112,009		17,911,149		7
Real estate - commercial		26,942,847		26,345,267		2
Real estate - consumer		8,663,408		9,228,003		-6
Consumer		10,854,095		10,174,623		7
Total loans and leases, net of unearned discount		65,572,359		63,659,042		3
Less: allowance for credit losses		918,633		916,370		—
Net loans and leases		64,653,726		62,742,672		3
Goodwill		3,524,625		3,524,625		—
Core deposit and other intangible assets		42,197		79,290		-47
Other assets		6,162,806		5,414,191		14
Total assets	$	97,228,342		84,427,485		15	%
LIABILITIES AND SHAREHOLDERS’ EQUITY
Noninterest-bearing deposits	$	27,440,524		24,150,771		14	%
Interest-bearing deposits		46,659,442		42,084,860		11
Deposits at Cayman Islands office		241,536		316,510		-24
Total deposits		74,341,502		66,552,141		12
Short-term borrowings		164,609		246,019		-33
Accrued interest and other liabilities		1,327,524		1,491,797		-11
Long-term borrowings		9,061,391		5,121,326		77
Total liabilities		84,895,026		73,411,283		16
Shareholders’ equity:
Preferred		1,231,500		879,010		40
Common (1)		11,101,816		10,137,192		10
Total shareholders’ equity		12,333,316		11,016,202		12
Total liabilities and shareholders’ equity	$	97,228,342		84,427,485		15	%

(1) Reflects accumulated other comprehensive income, net of applicable income tax effect, of $12.5 million at September 30, 2014, and accumulated other comprehensive loss, net of applicable income tax effect, $198.1 million at September 30, 2013.

-more-

14–14–14–14–14

M&T BANK CORPORATION

Condensed Consolidated Balance Sheet, Five Quarter Trend

	September 30,		June 30,		March 31,		December 31,		September 30,
Dollars in thousands	2014		2014		2014		2013		2013
ASSETS
Cash and due from banks	$	1,445,877		1,827,197		1,671,052		1,573,361		1,941,944
Interest-bearing deposits at banks		7,676,064		3,032,530		3,299,185		1,651,138		1,925,811
Federal funds sold and agreements to resell securities		77,766		90,239		92,066		99,573		117,809
Trading account assets		296,913		313,325		314,807		376,131		371,370
Investment securities		13,348,368		12,120,195		10,364,249		8,796,497		8,309,773
Loans and leases:
Commercial, financial, etc.		19,112,009		19,105,892		18,896,070		18,705,216		17,911,149
Real estate - commercial		26,942,847		26,374,274		26,104,086		26,148,208		26,345,267
Real estate - consumer		8,663,408		8,656,766		8,774,095		8,928,221		9,228,003
Consumer		10,854,095		10,610,761		10,360,827		10,291,514		10,174,623
Total loans and leases, net of unearned discount		65,572,359		64,747,693		64,135,078		64,073,159		63,659,042
Less: allowance for credit losses		918,633		917,666		916,768		916,676		916,370
Net loans and leases		64,653,726		63,830,027		63,218,310		63,156,483		62,742,672
Goodwill		3,524,625		3,524,625		3,524,625		3,524,625		3,524,625
Core deposit and other intangible assets		42,197		49,555		58,789		68,851		79,290
Other assets		6,162,806		6,047,309		5,987,277		5,915,732		5,414,191
Total assets	$	97,228,342		90,835,002		88,530,360		85,162,391		84,427,485
LIABILITIES AND SHAREHOLDERS’ EQUITY
Noninterest-bearing deposits	$	27,440,524		26,088,763		25,244,200		24,661,007		24,150,771
Interest-bearing deposits		46,659,442		43,502,602		43,207,286		42,134,859		42,084,860
Deposits at Cayman Islands office		241,536		237,890		247,880		322,746		316,510
Total deposits		74,341,502		69,829,255		68,699,366		67,118,612		66,552,141
Short-term borrowings		164,609		161,631		230,209		260,455		246,019
Accrued interest and other liabilities		1,327,524		1,283,430		1,462,725		1,368,922		1,491,797
Long-term borrowings		9,061,391		7,391,931		6,251,197		5,108,870		5,121,326
Total liabilities		84,895,026		78,666,247		76,643,497		73,856,859		73,411,283
Shareholders’ equity:
Preferred		1,231,500		1,231,500		1,231,500		881,500		879,010
Common (1)		11,101,816		10,937,255		10,655,363		10,424,032		10,137,192
Total shareholders’ equity		12,333,316		12,168,755		11,886,863		11,305,532		11,016,202
Total liabilities and shareholders’ equity	$	97,228,342		90,835,002		88,530,360		85,162,391		84,427,485

(1) Reflects accumulated other comprehensive income, net of applicable income tax effect, of $12.5 million at September 30, 2014 and $40.3 million at June 30, 2014, and 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 and $198.1 million at September 30, 2013.

-more-

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						Nine months ended
	September 30,					September 30,					June 30,					September 30, 2014 from						September 30
Dollars in millions	2014					2013					2014					September 30,			June 30,			2014					2013					Change in
	Balance		Rate			Balance		Rate			Balance		Rate			2013			2014			Balance		Rate			Balance		Rate			balance
ASSETS
Interest-bearing deposits at banks	$	5,083		.25	%		2,646		.25	%		4,080		.25	%		92	%		25	%	$	4,091		.25	%		1,866		.24	%		119	%
Federal funds sold and agreements to resell securities		80		.07			117		.08			90		.07			-32			-12			90		.07			133		.09			-32
Trading account assets		70		1.65			67		1.27			84		1.25			4			-17			75		1.83			76		2.10			-2
Investment securities		12,780		2.89			6,979		3.31			10,959		3.19			83			17			11,015		3.11			6,030		3.33			83
Loans and leases, net of unearned discount
Commercial, financial, etc.		18,889		3.29			17,798		3.50			18,978		3.34			6			—			18,783		3.33			17,615		3.59			7
Real estate - commercial		26,487		4.19			26,129		4.51			26,140		4.22			1			1			26,258		4.27			26,033		4.55			1
Real estate - consumer		8,634		4.17			9,636		4.17			8,746		4.36			-10			-1			8,740		4.24			10,522		4.10			-17
Consumer		10,753		4.52			11,295		4.57			10,479		4.52			-5			3			10,512		4.54			11,389		4.61			-8
Total loans and leases, net		64,763		4.00			64,858		4.21			64,343		4.05			—			1			64,293		4.06			65,559		4.26			-2
Total earning assets		82,776		3.59			74,667		3.98			79,556		3.73			11			4			79,564		3.72			73,664		4.07			8
Goodwill		3,525					3,525					3,525					—			—			3,525					3,525					—
Core deposit and other intangible assets		45					84					53					-46			-15			54					96					-44
Other assets		6,899					5,735					6,739					20			2			6,809					5,815					17
Total assets	$	93,245					84,011					89,873					11	%		4	%	$	89,952					83,100					8	%
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits
NOW accounts	$	1,037		.15			924		.14			1,026		.13			12	%		1	%	$	1,017		.13			919		.14			11	%
Savings deposits		41,056		.11			36,990		.15			39,478		.11			11			4			39,640		.12			36,287		.15			9
Time deposits		3,227		.47			3,928		.62			3,350		.46			-18			-4			3,345		.46			4,190		.70			-20
Deposits at Cayman Islands office		325		.20			392		.22			339		.21			-17			-4			348		.21			524		.20			-34
Total interest-bearing deposits		45,645		.14			42,234		.19			44,193		.14			8			3			44,350		.14			41,920		.21			6
Short-term borrowings		181		.04			299		.08			220		.05			-39			-17			222		.05			425		.12			-48
Long-term borrowings		8,547		2.69			5,010		3.89			6,525		3.05			71			31			6,999		3.02			4,918		4.09			42
Total interest-bearing liabilities		54,373		.54			47,543		.58			50,938		.51			14			7			51,571		.53			47,263		.61			9
Noninterest-bearing deposits		25,127					23,998					25,466					5			-1			24,915					23,570					6
Other liabilities		1,498					1,589					1,430					-6			5			1,486					1,676					-11
Total liabilities		80,998					73,130					77,834					11			4			77,972					72,509					8
Shareholders’ equity		12,247					10,881					12,039					13			2			11,980					10,591					13
Total liabilities and shareholders’ equity	$	93,245					84,011					89,873					11	%		4	%	$	89,952					83,100					8	%
Net interest spread				3.05					3.40					3.22											3.19					3.46
Contribution of interest-free funds				.18					.21					.18											.19					.22
Net interest margin				3.23	%				3.61	%				3.40	%										3.38	%				3.68	%

-more-

16–16–16–16–16

M&T BANK CORPORATION

Reconciliation of Quarterly GAAP to Non-GAAP Measures

	Three months ended						Nine months ended
	September 30						September 30
	2014			2013			2014			2013
Income statement data
In thousands, except per share
Net income
Net income	$	275,344			294,479		$	788,697			917,058
Amortization of core deposit and other intangible assets (1)		4,494			6,489			16,277			22,269
Merger-related expenses (1)		—			—			—			7,511
Net operating income	$	279,838			300,968		$	804,974			946,838
Earnings per common share
Diluted earnings per common share	$	1.91			2.11		$	5.50			6.64
Amortization of core deposit and other intangible assets (1)		.03			.05			.12			.17
Merger-related expenses (1)		—			—			—			.06
Diluted net operating earnings per common share	$	1.94			2.16		$	5.62			6.87
Other expense
Other expense	$	679,284			658,626		$	2,062,749			1,892,813
Amortization of core deposit and other intangible assets		(7,358	)		(10,628	)		(26,654	)		(36,473	)
Merger-related expenses		—			—			—			(12,364	)
Noninterest operating expense	$	671,926			647,998		$	2,036,095			1,843,976
Merger-related expenses
Salaries and employee benefits	$	—			—		$	—			836
Equipment and net occupancy		—			—			—			690
Printing, postage and supplies		—			—			—			1,825
Other costs of operations		—			—			—			9,013
Total	$	—			—		$	—			12,364
Efficiency ratio
Noninterest operating expense (numerator)	$	671,926			647,998		$	2,036,095			1,843,976
Taxable-equivalent net interest income		674,900			679,213			2,012,241			2,025,517
Other income		451,111			477,388			1,327,630			1,418,959
Less: Gain on bank investment securities		—			—			—			56,457
Net OTTI losses recognized in earnings		—			—			—			(9,800	)
Denominator	$	1,126,011			1,156,601		$	3,339,871			3,397,819
Efficiency ratio		59.67	%		56.03	%		60.96	%		54.27	%
Balance sheet data
In millions
Average assets
Average assets	$	93,245			84,011		$	89,952			83,100
Goodwill		(3,525	)		(3,525	)		(3,525	)		(3,525	)
Core deposit and other intangible assets		(45	)		(84	)		(54	)		(96	)
Deferred taxes		14			25			17			28
Average tangible assets	$	89,689			80,427		$	86,390			79,507
Average common equity
Average total equity	$	12,247			10,881		$	11,980			10,591
Preferred stock		(1,232	)		(878	)		(1,179	)		(876	)
Average common equity		11,015			10,003			10,801			9,715
Goodwill		(3,525	)		(3,525	)		(3,525	)		(3,525	)
Core deposit and other intangible assets		(45	)		(84	)		(54	)		(96	)
Deferred taxes		14			25			17			28
Average tangible common equity	$	7,459			6,419		$	7,239			6,122
At end of quarter
Total assets
Total assets	$	97,228			84,427
Goodwill		(3,525	)		(3,525	)
Core deposit and other intangible assets		(42	)		(79	)
Deferred taxes		13			24
Total tangible assets	$	93,674			80,847
Total common equity
Total equity	$	12,333			11,016
Preferred stock		(1,232	)		(879	)
Undeclared dividends - cumulative preferred stock		(2	)		(4	)
Common equity, net of undeclared cumulative preferred dividends		11,099			10,133
Goodwill		(3,525	)		(3,525	)
Core deposit and other intangible assets		(42	)		(79	)
Deferred taxes		13			24
Total tangible common equity	$	7,545			6,553

(1) After any related tax effect.

-more-

17–17–17–17–17

M&T BANK CORPORATION

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

	Three months ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2014			2014			2014			2013			2013
Income statement data
In thousands, except per share
Net income
Net income	$	275,344			284,336			229,017			221,422			294,479
Amortization of core deposit and other intangible assets (1)		4,494			5,638			6,145			6,375			6,489
Net operating income	$	279,838			289,974			235,162			227,797			300,968
Earnings per common share
Diluted earnings per common share	$	1.91			1.98			1.61			1.56			2.11
Amortization of core deposit and other intangible assets (1)		.03			.04			.05			.05			.05
Diluted net operating earnings per common share	$	1.94			2.02			1.66			1.61			2.16
Other expense
Other expense	$	679,284			681,194			702,271			743,072			658,626
Amortization of core deposit and other intangible assets		(7,358	)		(9,234	)		(10,062	)		(10,439	)		(10,628	)
Noninterest operating expense	$	671,926			671,960			692,209			732,633			647,998
Efficiency ratio
Noninterest operating expense (numerator)	$	671,926			671,960			692,209			732,633			647,998
Taxable-equivalent net interest income		674,900			674,963			662,378			672,683			679,213
Other income		451,111			456,412			420,107			446,246			477,388
Denominator	$	1,126,011			1,131,375			1,082,485			1,118,929			1,156,601
Efficiency ratio		59.67	%		59.39	%		63.95	%		65.48	%		56.03	%
Balance sheet data
In millions
Average assets
Average assets	$	93,245			89,873			86,665			85,330			84,011
Goodwill		(3,525	)		(3,525	)		(3,525	)		(3,525	)		(3,525	)
Core deposit and other intangible assets		(45	)		(53	)		(64	)		(74	)		(84	)
Deferred taxes		14			16			20			23			25
Average tangible assets	$	89,689			86,311			83,096			81,754			80,427
Average common equity
Average total equity	$	12,247			12,039			11,648			11,109			10,881
Preferred stock		(1,232	)		(1,231	)		(1,072	)		(881	)		(878	)
Average common equity		11,015			10,808			10,576			10,228			10,003
Goodwill		(3,525	)		(3,525	)		(3,525	)		(3,525	)		(3,525	)
Core deposit and other intangible assets		(45	)		(53	)		(64	)		(74	)		(84	)
Deferred taxes		14			16			20			23			25
Average tangible common equity	$	7,459			7,246			7,007			6,652			6,419
At end of quarter
Total assets
Total assets	$	97,228			90,835			88,530			85,162			84,427
Goodwill		(3,525	)		(3,525	)		(3,525	)		(3,525	)		(3,525	)
Core deposit and other intangible assets		(42	)		(49	)		(59	)		(69	)		(79	)
Deferred taxes		13			15			19			21			24
Total tangible assets	$	93,674			87,276			84,965			81,589			80,847
Total common equity
Total equity	$	12,333			12,169			11,887			11,306			11,016
Preferred stock		(1,232	)		(1,232	)		(1,232	)		(882	)		(879	)
Undeclared dividends - cumulative preferred stock		(2	)		(3	)		(3	)		(3	)		(4	)
Common equity, net of undeclared cumulative preferred dividends		11,099			10,934			10,652			10,421			10,133
Goodwill		(3,525	)		(3,525	)		(3,525	)		(3,525	)		(3,525	)
Core deposit and other intangible assets		(42	)		(49	)		(59	)		(69	)		(79	)
Deferred taxes		13			15			19			21			24
Total tangible common equity	$	7,545			7,375			7,087			6,848			6,553

(1) After any related tax effect.

###