EX-99.4

Exhibit 99.4

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

The following unaudited pro forma combined condensed financial information combines the historical consolidated financial position and results of operations of M&T Bank Corporation (“M&T”) and People’s United Financial, Inc. (“People’s United”) as an acquisition by M&T of People’s United. The merger was announced on February 22, 2021, and provides that each share of People’s United common stock issued and outstanding immediately prior to the effective time, including each People’s United director restricted share and except for certain shares owned by M&T or People’s United, will be converted into the right to receive 0.118 of a share of M&T common stock. In addition, at the effective time of the merger, each share of People’s United preferred stock issued and outstanding immediately prior to the effective time will be converted into the right to receive one (1) share of new M&T preferred stock

The unaudited pro forma combined condensed financial information has been prepared to give effect to the following:

•

the acquisition of People’s United by M&T under the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, ASC 805, “Business Combinations,” where the assets and liabilities of People’s United will be recorded by M&T at their respective fair values as of the date the merger is completed;

•

the distribution of shares of M&T common stock to People’s United’s stockholders in exchange for shares of M&T common stock (based upon a 0.118 exchange ratio);

•

certain reclassifications to conform the historical financial statement presentation of People’s United to that of M&T; and

•

transaction costs in connection with the merger.

The following unaudited pro forma combined condensed financial information and related notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of M&T and the related notes included in M&T’s Annual Report on Form 10-K for the year ended December 31, 2020, and (ii) the historical audited consolidated financial statements of People’s United and the related notes filed as Exhibit 99.1 hereto.

The unaudited pro forma combined condensed income statements for the year ended December 31, 2020 combine the historical consolidated income statements of M&T and People’s United, giving effect to the merger as if it had been completed on January 1, 2020. The accompanying unaudited pro forma combined condensed balance sheet as of December 31, 2020 combines the historical consolidated balance sheets of M&T and People’s United, giving effect to the merger as if it had been completed on December 31, 2020.

The unaudited pro forma combined condensed financial information is provided for illustrative information purposes only. The unaudited pro forma combined condensed financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The pro forma financial information has been prepared by M&T in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 21, 2020.

The unaudited pro forma combined condensed financial information also does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, asset dispositions, and share repurchases, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma combined condensed financial information is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon consummation of the merger.

As of the date of this Current Report on Form 8-K, M&T has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of the People’s United assets to be acquired or liabilities to be assumed, other than a preliminary estimate for intangible assets and certain financial assets and financial liabilities. Accordingly, apart from the aforementioned, certain People’s United assets and liabilities are presented at their respective carrying amounts and should be treated as preliminary values. A final determination of the fair value of People’s United’s assets and liabilities will be based on People’s United’s actual assets and liabilities as of the closing date and, therefore, cannot be made prior to the consummation of the merger. In addition, the value of the merger consideration to be paid by M&T in shares of M&T common stock upon the consummation of the merger will be determined based on the closing price of M&T common stock on the closing date and the number of issued and outstanding shares of People’s United common stock immediately prior to the closing. Actual adjustments may differ from the amounts reflected in the unaudited pro forma condensed combined financial information, and the differences may be material.

Further, M&T has not identified all adjustments necessary to conform People’s United’s accounting policies to M&T’s accounting policies. Upon consummation of the merger, or as more information becomes available, M&T will perform a more detailed review of People’s United’s accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on M&T’s financial information following the consummation of the merger.

As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information. M&T estimated the fair value of certain People’s United assets and liabilities based on a preliminary valuation analysis, due diligence information, information presented in People’s United’s SEC filings and other publicly available information. Until the merger is completed, both companies are limited in their ability to share certain information.

Upon consummation of the merger, a final determination of the fair value of People’s United’s assets acquired and liabilities assumed will be performed. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma combined condensed financial information may change the amount of the total purchase consideration allocated to goodwill and other assets and liabilities and may impact M&T’s statement of income following the consummation of the merger. The final purchase consideration allocation may be materially different than the preliminary purchase consideration allocation presented in the unaudited pro forma combined condensed financial information.

PRO FORMA COMBINED CONDENSED BALANCE SHEET

(in thousands)

(Unaudited)

The following unaudited pro forma combined condensed balance sheet gives effect to the acquisition by M&T of People’s United using the acquisition method of accounting assuming the acquisition was consummated on December 31, 2020.


	December 31, 2020
					Transaction Accounting Adjustments
	Historical M&T		Historical People’s United		Fair Value (1)			Other (13)			Pro Forma Combined
Assets
Cash and due from banks	$	1,552,743	$	477,276	$	-		$	-		$	2,030,019
Interest-bearing deposits at banks and federal funds sold		23,663,810		3,765,988		-			-			27,429,798
Investment securities		7,045,697		9,191,170		273,000	(2)		-			16,509,867
Loans and leases		98,535,867		43,895,932		(186,312)	(3)		218,944	(4)		142,464,431
Allowance for credit losses		(1,736,387)		(425,100)		425,100	(4)		(535,043)	(4)		(2,271,430)

Loans and leases, net		96,799,480		43,470,832		238,788			(316,099)			140,193,001
Goodwill		4,593,112		2,680,842		(12,171)	(5), (12)		-			7,261,783
Core deposit and other intangible assets		14,165		165,050		126,950	(6)		-			306,165
Other assets		8,932,098		3,340,611		(102,127)	(7)		86,342	(7)		12,256,924

Total assets	$	142,601,105	$	63,091,769	$	524,440		$	(229,757)		$	205,987,557

Liabilities and shareholders’ equity
Interest-bearing deposits	$	72,232,854	$	36,256,041	$	33,814	(8)	$	-		$	108,522,709
Total borrowings		4,441,675		2,157,260		5,040	(9)		-			6,603,975

Total interest-bearing liabilities		76,674,529		38,413,301		38,854			-			115,126,684
Noninterest-bearing deposits		47,572,884		15,881,700		-			-			63,454,584
Other liabilities		2,166,409		1,193,939		191,311	(10)		32,000	(10)		3,583,659

Total liabilities		126,413,822		55,488,940		230,165			32,000			182,164,927

Preferred equity		1,250,000		244,074		40,526	(11)		-			1,534,600
Common equity		14,937,283		7,358,755		253,749	(12)		(261,757)			22,288,030

Total shareholders’ equity		16,187,283		7,602,829		294,275			(261,757)			23,822,630

Total liabilities and shareholders’ equity	$	142,601,105	$	63,091,769	$	524,440		$	(229,757)		$	205,987,557

See accompanying notes to pro forma combined condensed financial statements.

PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME

(in thousands, except per share)

(Unaudited)

The following unaudited pro forma combined condensed statement of income for the year ended December 31, 2020 gives effect to M&T’s acquisition of People’s United using the acquisition method of accounting assuming the acquisition was consummated on January 1, 2020.


	For the year ended December 31, 2020
	Historical M&T		Historical People’s United		Transaction Accounting Adjustments (1)			Pro Forma Combined
Interest income
Loans and leases, including fees	$	3,975,053	$	1,615,802	$	(33,423)	(14)	$	5,557,432
Investment securities		176,652		195,723		(96,815)	(15)		275,560
Other		41,007		3,437		-			44,444

Total interest income		4,192,712		1,814,962		(130,238)			5,877,436

Interest expense
Deposits		217,035		187,164		(12,157)	(16)		392,042
Borrowings		109,360		51,990		(13,670)	(17)		147,680

Total interest expense		326,395		239,154		(25,827)			539,722

Net interest income		3,866,317		1,575,808		(104,411)			5,337,714
Provision for credit losses		800,000		155,828		316,099	(18)		1,271,927

Net interest income after provision for credit losses		3,066,317		1,419,980		(420,510)			4,065,787

Other income
Mortgage banking revenues		566,641		22,750		-			589,391
Service charges on deposit accounts		370,788		130,925		-			501,713
Trust income		601,884		62,616		-			664,500
Brokerage services income		47,428		10,563		-			57,991
Loss on bank investment securities		(9,421)		-		-			(9,421)
Other revenues from operations		511,124		265,825		-			776,949

Total other income		2,088,444		492,679		-			2,581,123
Other expense
Salaries and employee benefits		1,950,692		674,856		-			2,625,548
Equipment and net occupancy		322,037		199,036		(8,980)	(19)		512,093
Amortization of core deposit and other intangible assets		14,869		40,711		33,289	(20)		88,869
Goodwill impairment expense		-		353,000		-			353,000
FDIC assessments		53,803		27,533		-			81,336
Other costs of operations		1,043,839		268,975		32,000	(21)		1,344,814

Total other expense		3,385,240		1,564,111		56,309			5,005,660

Income before taxes		1,769,521		348,548		(476,819)			1,641,250
Income taxes		416,369		129,019		(119,577)	(22)		425,811

Net income		1,353,152		219,529		(357,242)			1,215,439

Dividends on preferred stock and income attributable to unvested stock-based compensation awards		(74,086)		(14,063)		-			(88,149)

Net income available to common shareholders	$	1,279,066	$	205,466	$	(357,242)		$	1,127,290

Net income per common share
Basic	$	9.94	$	0.49		-		$	6.32
Diluted		9.94		0.49		-			6.30
Average common shares outstanding
Basic		128,638		420,300		49,865	(23)		178,503
Diluted		128,704		422,550		50,133			178,837

See accompanying notes to pro forma combined condensed financial statements.

Notes to Pro Forma Combined Condensed Financial Statements

(dollars in thousands, except per share)

(Unaudited)

A.	Adjustments to the Unaudited Pro Forma Combined Condensed Financial Statements

(1)	Transaction accounting adjustments reflect increases (decreases) resulting from the use of the acquisition method of accounting.

(2)	Adjustment to reflect acquired investment securities at their preliminary estimate of fair value.

(3)	Adjustment to reflect acquired loans and leases at their preliminary estimate of fair value, which includes lifetime credit loss expectations, current interest rates and liquidity. The adjustments include the following:


	December 31, 2020
Reversal of historical People’s United’s loan and lease fair value adjustments	$	73,829
Establish fair value mark on People’s United’s loans and leases		(260,141)

Net adjustments	$	(186,312)

(4)	Adjustments to the allowance for credit losses include the following:


	December 31, 2020
Reversal of historical People’s United’s allowance for credit losses	$	425,100

Increase in loans and leases and the allowance for credit losses for gross-up for estimate of lifetime credit losses for purchased credit-deteriorated (“PCD”) loans and leases	$	(218,944)
Provision for estimate of lifetime credit losses for non-PCD loans and leases		(316,099)

Net adjustments	$	(535,043)

(5)	Adjustment to reflect $2,668,671 of preliminary estimated goodwill from this business combination and the elimination of People’s United’s historical goodwill of $2,680,842.

(6)	Adjustment to reflect $280,000 of preliminary estimated core deposit intangible asset and $12,000 of other intangible asset from this business combination and the elimination of existing intangible assets of People’s United of $165,050.

(7)	Adjustments to other assets for the following:


	December 31, 2020
Adjustment to reflect the preliminary estimated write-down of fixed and other assets	$	(46,073)
Adjustment to reflect the preliminary estimated decrease to deferred tax assets resulting from acquisition accounting adjustments		(56,054)

Net fair value adjustments		(102,127)
Adjustment to reflect the preliminary estimated tax effect of other acquisition adjustments		86,342

Net adjustments	$	(15,785)

(8)	Adjustment to reflect the preliminary estimate of fair value on interest-bearing deposits.

Notes to Pro Forma Combined Condensed Financial Statements, continued

(dollars in thousands, except per share)

(Unaudited)

(9)	Adjustment to reflect borrowings at their preliminary estimate of fair value:


	December 31, 2020
Reversal of historical People’s United’s fair value adjustments	$	(34,831)
Establish fair value mark on People’s United’s borrowings		39,871

Net fair value adjustments	$	5,040

(10)	Adjustments to other liabilities for the following:


	December 31, 2020
Estimate of the fair value of accrued expenses and other liabilities	$	(7,851)
Merger-related transaction costs of People’s United		(183,460)

Net fair value adjustments		(191,311)
Merger-related transaction costs of M&T		(32,000)

Net adjustments	$	(223,311)

(11)	Adjustment to reflect preferred stock at its preliminary estimate of fair value.

(12)

Reflects the issuance of 49,864,661 shares of M&T common stock based on the number of shares of People’s United common stock issued and outstanding as of December 31, 2020 and the closing price per share of M&T common stock reported on the NYSE on March 29, 2021 of $150.53 and the valuation of People’s United’s stock options.

(13)

Reflects adjustments to record the gross-up for lifetime credit losses for PCD acquired loans and leases ($218,944), to record the allowance for credit losses for non-PCD acquired loans and leases ($316,099), to reflect M&T’s merger-related transaction costs ($32,000), and to recognize the tax effects related thereto ($86,432).


	Year Ended December 31, 2020
(14) Net adjustment to interest income to eliminate People’s United’s accretion of discounts on previously acquired loans and record the estimated accretion of net discount on acquired loans and leases.	$	(33,423)

(15) Net adjustment to interest income to record the estimated amortization of premiums on securities.		(96,815)

(16) Net adjustment to interest expense to record the estimated incremental amortization of deposit premium on acquired interest-bearing deposits.		(12,157)

(17) Net adjustment to interest expense to record the estimated incremental amortization of premium on long-term debt.		(13,670)

(18) Adjustment to record provision for credit losses on non-PCD acquired loans and leases.		316,099

Notes to Pro Forma Combined Condensed Financial Statements, continued

(dollars in thousands, except per share)

(Unaudited)


	Year Ended December 31, 2020
(19) Adjustment to reflect reduction of depreciation expense related to fixed assets.	$	(8,980)

(20) Net adjustment to record incremental amortization expense associated with core deposit and other intangible assets. Core deposit intangible asset and other intangible asset will be amortized using accelerated methods over 7 years and 5 years, respectively.		33,289


	Useful Life (years)		Amortization Expense
Core deposit intangible asset		7	$	70,000
Other intangible asset		5		4,000

				74,000
Historic amortization expense				(40,711)

Pro forma net adjustment to amortization			$	33,289

Amortization for the next five years 2020	$	74,000
2021		63,200
2022		52,400
2023		41,600
2024		30,800


(21) Reflects estimated legal and other fees associated with the acquisition.			32,000

(22) Adjustment to income tax expense to record the applicable state and federal tax effects of transaction accounting adjustments at the combined estimated statutory rate of 25.8% applied to items that are tax-effected.			(119,577)

(23) Adjustments to weighted-average shares of M&T common stock outstanding to eliminate weighted-average shares of People’s United’s common stock outstanding and record shares of M&T common stock outstanding calculated using an exchange ratio of .118 per share.

B.	Preliminary Purchase Price Allocation

The following table summarizes the determination of the estimated total purchase price with a sensitivity analysis assuming a 10% increase and 10% decrease in the price per share of M&T common stock from the baseline price, which is the closing price per share of M&T common stock reported on the NYSE on March 29, 2021, with its impact on the preliminary goodwill:


	Per share value of M&T’s Common Stock		M&T Shares to be issued in exchange for People’s United Shares		Equity Consideration		Option Consideration		Total Purchase Price		Estimated Goodwill
	(dollars in thousands, except per share)
As presented in pro forma financial statements	$	150.53		49,864,661	$	7,506,127	$	106,377	$	7,612,504	$	2,668,671
Assumed increase of 10% in price per share		165.58		49,864,661		8,256,740		117,015		8,373,755		3,429,922
Assumed decrease of 10% in price per share		135.48		49,864,661		6,755,514		95,739		6,851,253		1,907,420

Notes to Pro Forma Combined Condensed Financial Statements, continued

(dollars in thousands, except per share)

(Unaudited)

The following table sets forth a preliminary allocation of the estimated total purchase price to the fair value of the assets and liabilities of People’s United using People’s United’s audited consolidated balance sheet as of December 31, 2020, with the excess recorded to goodwill:

People’s United’s Net Assets at Fair Value:


Assets
Cash and due from banks	$	477,276
Interest-bearing deposits at banks and federal funds sold		3,765,988
Investment securities		9,464,170
Loans and leases		43,709,620
Core deposit and other intangible assets		292,000
Other assets		3,238,484

Total assets acquired		60,947,538

Liabilities and Shareholders’ Equity
Interest-bearing deposits		36,289,855
Total borrowings		2,162,300

Total interest-bearing liabilities		38,452,155
Noninterest-bearing deposits		15,881,700
Other liabilities		1,385,250

Total liabilities		55,719,105
Preferred equity		284,600

Total liabilities and shareholders’ equity		56,003,705

Net assets acquired	$	4,943,833

Preliminary goodwill	$	2,668,671