mtb-425.htm

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On April 19, 2021, M&T Bank Corporation announced its results of operations for the quarter ended March 31, 2021. The public announcement was made by means of a news release, the text of which is set forth in Exhibit 99.1 hereto.

The information under Item 2.02 in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished 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.

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.

BUFFALO, NEW YORK -- M&T Bank Corporation (“M&T”) (NYSE: MTB) today reported its results of operations for the quarter ended March 31, 2021.

GAAP Results of Operations. Diluted earnings per common share measured in accordance with generally accepted accounting principles (“GAAP”) were $3.33 in the first quarter of 2021, compared with $1.93 in the year-earlier quarter and $3.52 in the fourth quarter of 2020. GAAP-basis net income was $447 million in the recent quarter, $269 million in the first quarter of 2020 and $471 million in the final 2020 quarter. GAAP-basis net income in the initial 2021 quarter expressed as an annualized rate of return on average assets and average common shareholders' equity was 1.22% and 11.57%, respectively, compared with .90% and 7.00%, respectively, in the corresponding 2020 period and 1.30% and 12.07%, respectively, in the fourth quarter of 2020. Included in noninterest expenses in the recent quarter were merger-related expenses associated with M&T’s proposed acquisition of People’s United Financial, Inc. of $10 million ($8 million after tax-effect, or $.06 of diluted earnings per common share).

Commenting on M&T’s results for the recent quarter, Darren J. King, Executive Vice President and Chief Financial Officer, stated, “We are pleased with our results for the first three months of the year. The residential mortgage banking and trust businesses had strong revenue growth and expense levels were well-contained after considering the usual seasonal increase in salaries and employee benefits expenses. Our outlook on forecasted credit losses improved considerably. M&T’s capital position remains solid, with the Common Equity Tier 1 Capital Ratio growing to 10.4% at March 31, 2021 from 10.0% at the end of 2020.”

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 and core deposit and other intangible asset balances, net of applicable deferred tax amounts) and expenses associated with merging acquired operations into M&T (when incurred), since such items are considered by management to be “nonoperating” in nature. The amounts of such “nonoperating” expenses are presented in the tables that accompany this release. 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 $3.41 in the first quarter of 2021, compared with $1.95 and $3.54 in the first and fourth quarters of 2020, respectively. Net operating income aggregated $457 million in the recent quarter, $272 million in the first quarter of 2020 and $473 million in 2020’s final quarter. Expressed as an annualized rate of return on average tangible assets and average tangible common shareholders' equity, net operating income in the recent quarter was 1.29% and 17.05%, respectively, .94% and 10.39%, respectively, in the similar quarter of 2020 and 1.35% and 17.53%, respectively, in the fourth quarter of 2020.

Taxable-equivalent Net Interest Income. Net interest income expressed on a taxable-equivalent basis totaled $985 million in the recent quarter, up from $982 million in the first quarter of 2020. The impact of a $26.1 billion or 24% increase in average earning assets to $134.4 billion in the recent quarter from $108.2 billion in the first quarter of 2020 was substantially offset by a 68 basis point narrowing of the net interest margin to 2.97% in the first quarter of 2021 from 3.65% in the year-earlier quarter. In the fourth quarter of 2020, taxable-equivalent net interest income was $993 million, the net interest margin was 3.00% and average earning assets were $131.9 billion. The lower net interest income in the recent quarter as compared with 2020’s fourth quarter reflects the fewer number of days in the first quarter of 2021, while the decline in the net interest margin was attributable to higher balances held in low yielding accounts at the Federal Reserve Bank of New York.

Provision for Credit Losses/Asset Quality. The Company recorded a provision for credit losses recapture of $25 million in the first quarter of 2021, compared with provisions of $250 million in the year-earlier quarter and $75 million in 2020’s fourth quarter. The provision recapture reflects improvements in macroeconomic forecasts at March 31, 2021 as compared with previous forecasts. Nevertheless, the impact of those

improvements was cautiously evaluated given the somewhat uneven and incomplete recovery evident in the economy through the recent quarter-end. The level of the provisions in the 2020 quarters reflected then projections of expected credit losses that were based on economic forecasts at those times. Net loan charge-offs were $75 million during the recent quarter, compared with $49 million in the first quarter of 2020 and $97 million in the fourth quarter of 2020. Expressed as an annualized percentage of average loans outstanding, net charge-offs were .31% and .22% in the first quarters of 2021 and 2020, respectively, and .39% in the fourth quarter of 2020.

Loans classified as nonaccrual totaled $1.96 billion or 1.97% of total loans outstanding at March 31, 2021, compared with $1.89 billion or 1.92% of total loans at December 31, 2020 and $1.06 billion or 1.13% at March 31, 2020. The increase in nonaccrual loans from March 31, 2020 to the two most recent quarter-ends reflects the continuing impact of the pandemic on borrowers’ ability to make contractual payments on their loans, most notably loans in the hospitality sector. Assets taken in foreclosure of defaulted loans were $30 million at March 31, 2021, $84 million a year earlier and $35 million at December 31, 2020.

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 for credit losses totaled $1.64 billion or 1.65% of loans outstanding at March 31, 2021, compared with $1.38 billion or 1.47% at March 31, 2020 and $1.74 billion or 1.76% at December 31, 2020. The allowance at March 31, 2021 and December 31, 2020 represented 1.75% and 1.86%, respectively, of total loans on those dates, excluding outstanding balances of Paycheck Protection Program (“PPP”) loans.

Asset Quality Metrics
										Change 1Q21 vs.
($ in millions)	1Q21			1Q20			4Q20			1Q20			4Q20

At end of quarter
Nonaccrual loans	$	1,957		$	1,062		$	1,893			84	%		3	%
Real estate and other foreclosed assets	$	30		$	84		$	35			-64	%		-14	%
Total nonperforming assets	$	1,987		$	1,146		$	1,928			73	%		3	%
Accruing loans past due 90 days or more (1)	$	1,085		$	530		$	859			105	%		26	%
Nonaccrual loans as % of loans outstanding		1.97	%		1.13	%		1.92	%

Allowance for credit losses	$	1,636		$	1,384		$	1,736			18	%		-6	%
Allowance for credit losses as % of loans outstanding		1.65	%		1.47	%		1.76	%

For the period
Provision for credit losses	$	(25	)	$	250		$	75			—			—
Net charge-offs	$	75		$	49		$	97			53	%		-23	%
Net charge-offs as % of average loans (annualized)		.31	%		.22	%		.39	%

Noninterest Income and Expense. Noninterest income was $506 million in the first quarter of 2021, compared with $529 million in the year-earlier quarter and $551 million in the fourth quarter of 2020. The lower level of noninterest income when compared with the first 2020 quarter resulted largely from declines in service charges on deposit accounts, trading account and foreign exchange gains and a $23 million distribution from Bayview Lending Group LLC (“BLG”) in the initial 2020 quarter. Partially offsetting those factors were increased mortgage banking revenues and trust income, as well as lower unrealized losses on investment securities. The decreased income in the recent quarter as compared with the final quarter of 2020 predominantly reflects a fourth quarter 2020 distribution of $30 million from BLG that was made in lieu of a first quarter 2021 distribution and unrealized losses on investment securities.

Noninterest expense totaled $919 million in the first quarter of 2021, compared with $906 million in the corresponding quarter of 2020 and $845 million in the fourth quarter of 2020. Excluding expenses considered to be nonoperating in nature, such as amortization of core deposit and other intangible assets and merger-related expenses, noninterest operating expenses were $907 million in the recent quarter, $903 million in the first quarter of 2020 and $842 million in 2020’s final quarter. Factors contributing to the modest increase in noninterest operating expenses in the recent quarter as compared with the year-earlier quarter were higher costs for salaries and employee benefits and professional services. Partially offsetting those factors were a recent quarter reduction of the valuation allowance for capitalized residential mortgage servicing rights of $9 million. When compared with the fourth quarter of 2020, the recent quarter increase in noninterest operating expenses resulted from higher costs for salaries and employee benefits, reflecting seasonally higher stock-based compensation and employee benefits expenses during the recent quarter that totaled $69 million, and increased professional services expenses, partially offset by the recent quarter reduction of the valuation allowance for capitalized residential mortgage servicing rights.

Noninterest Expense

							Change 1Q21 vs.
($ in millions)	1Q21		1Q20		4Q20		1Q20			4Q20

Salaries and employee benefits	$	541	$	537	$	476		1	%		14	%
Equipment and net occupancy		82		80		84		4	%		-2	%
Outside data processing and software		66		64		68		2	%		-3	%
FDIC assessments		14		12		15		16	%		-7	%
Advertising and marketing		15		22		18		-35	%		-18	%
Printing, postage and supplies		9		11		9		-14	%		12	%
Amortization of core deposit and other intangible assets		3		4		3		-30	%		-12	%
Other costs of operations		189		176		172		7	%		10	%
Total	$	919	$	906	$	845		1	%		9	%

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 60.3% in the first quarter of 2021, 58.9% in the year-earlier quarter and 54.6% in the fourth quarter of 2020.

Balance Sheet. M&T had total assets of $150.5 billion at March 31, 2021, compared with $124.6 billion and $142.6 billion at March 31, 2020 and December 31, 2020, respectively. Loans and leases, net of unearned discount, were $99.3 billion at March 31, 2021, up from $94.1 billion at March 31, 2020 and $98.5 billion at December 31, 2020. The increase in total loans and leases at the recent quarter-end as compared with the first quarter of 2020 was driven largely by growth in commercial loans of $1.6 billion, residential real estate loans of $1.7 billion and consumer loans of $1.1 billion. The commercial loan growth reflects loans originated as part of the PPP which totaled $6.2 billion at March 31, 2021, as compared with $5.4 billion at December 31, 2020. The PPP was initiated during the second quarter of 2020. The rise in residential real estate loans was attributable to purchased government-guaranteed loans and the consumer loan increase reflects higher balances of recreational finance and automobile loans. Total deposits rose to $128.5 billion at the recent quarter-end, compared with $100.2 billion at March 31, 2020 and $119.8 billion at December 31, 2020. The increased levels of deposits at the two most recent quarter-ends as compared with March 31, 2020 reflect higher levels of liquidity being maintained by many commercial and consumer customers.

Total shareholders' equity was $16.4 billion, or 10.93% of total assets at March 31, 2021, $15.8 billion, or 12.70% at March 31, 2020 and $16.2 billion, or 11.35% at December 31, 2020. Common shareholders' equity was $15.2 billion, or $118.12 per share, at March 31, 2021, compared with $14.6 billion, or $113.54 per share, a year-earlier and $14.9 billion, or $116.39 per share, at December 31, 2020. Tangible equity per common share was $82.35 at March 31, 2021, $77.60 at March 31, 2020 and $80.52 at December 31, 2020. 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 estimates

that the ratio of Common Equity Tier 1 to risk-weighted assets under regulatory capital rules was approximately 10.4% at March 31, 2021, up from 10.0% three months earlier.

Conference Call. Investors will have an opportunity to listen to M&T's conference call to discuss first 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 #1019927. The conference call will be webcast live through M&T's website at https://ir.mtb.com/events-presentations. A replay of the call will be available through Monday, April 26, 2021 by calling (800) 585-8367, or (404) 537-3406 for international participants, and by making reference to the ID #1019927. The event will also be archived and available by 3:00 p.m. today on M&T's website at https://ir.mtb.com/events-presentations.

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, Maryland, New Jersey, Pennsylvania, Delaware, Connecticut, Virginia, West Virginia 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 and related conference call may contain 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. Any statement that does not describe historical or current facts is a forward-looking statement.

Statements regarding the potential effects of the Coronavirus Disease 2019 ("COVID-19") pandemic on M&T's business, financial condition, liquidity and results of operations may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond M&T's control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on customers, clients, third parties and M&T.

Also as described further below, statements regarding M&T’s expectations or predictions regarding the proposed transaction between M&T and People’s United Financial, Inc. (“People’s United”) are forward-looking statements, including statements regarding the expected timing, completion and effects of the proposed transaction as well as M&T’s and People’s United’s expected financial results, prospects, targets, goals and outlook.

Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” or “potential,” by future conditional verbs such as “will,”

“would,” “should,” “could,” or “may,” or by variations of such words or by similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("Future Factors") which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

Future Factors include changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; prepayment speeds, loan originations, credit losses and market values on loans, collateral securing loans, and other assets; sources of liquidity; common shares outstanding; common stock price volatility; fair value of and number of stock-based compensation awards to be issued in future periods; risks, predictions and uncertainties relating to the impact of the COVID-19 pandemic and the People’s United transaction; the impact of changes in market values on trust-related revenues; legislation or regulations affecting the financial services industry as a whole, and M&T and its subsidiaries individually or collectively, including tax legislation or regulation; regulatory supervision and oversight, including monetary policy and capital requirements; changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board, regulatory agencies or legislation; increasing price and product/service competition by competitors, including new entrants; rapid technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the mix of products/services; containing costs and expenses; governmental and public policy changes; protection and validity of intellectual property rights; reliance on large customers; technological, implementation and cost/financial risks in large, multi-year contracts; the outcome of pending and future litigation and governmental proceedings, including tax-related examinations and other matters; continued availability of financing; financial resources in the amounts, at the times and on the terms required to support M&T and its subsidiaries' future businesses; and material differences in the actual financial results of merger, acquisition and investment activities compared with M&T's initial expectations, including the full realization of anticipated cost savings and revenue enhancements.

In addition, Future Factors related to the proposed transaction between M&T and People’s United, include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between M&T and People’s United; the outcome of any legal proceedings that may be instituted against M&T or People’s United; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of either or both parties to the combination; the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where M&T

and People’s United do business; certain restrictions during the pendency of the merger that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; M&T’s and People’s United’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; and other factors that may affect future results of M&T and People’s United; the business, economic and political conditions in the markets in which the parties operate; the risk that the proposed combination and its announcement could have an adverse effect on either or both parties’ ability to retain customers and retain or hire key personnel and maintain relationships with customers; the risk that the proposed combination may be more difficult or time-consuming than anticipated, including in areas such as sales force, cost containment, asset realization, systems integration and other key strategies; revenues following the proposed combination may be lower than expected, including for possible reasons such as unexpected costs, charges or expenses resulting from the transactions; the unforeseen risks relating to liabilities of M&T or People’s United that may exist; and uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on People’s United, M&T and the proposed combination.

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.

M&T provides further detail regarding these risks and uncertainties in its 2020 Form 10-K, including in the Risk Factors section of such report, as well as in certain other SEC filings. Forward-looking statements speak only as of the date made, and M&T does not assume any duty and does not undertake to update forward-looking statements.

Additional Information and Where to Find It. In connection with the proposed transaction with People’s United, M&T filed with the SEC a registration statement (Registration No. 333-254962) on Form S-4 to register the shares of M&T’s capital stock to be issued in connection with the proposed transaction. The registration statement includes a joint proxy statement of M&T and People’s United which will be sent to the shareholders of M&T and People’s United seeking their approval of the proposed transaction.

This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. INVESTORS AND SHAREHOLDERS OF M&T AND PEOPLE’S UNITED

AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT M&T, PEOPLE’S UNITED AND THE PROPOSED TRANSACTION. Investors will be able to obtain a free copy of the registration statement, including the joint proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about M&T and People’s United, without charge, at the SEC’s website (http://www.sec.gov). Copies of the registration statement, including the joint proxy statement/prospectus, and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Investor Relations, M&T Bank Corporation, One M&T Plaza, Buffalo, New York 14203, telephone (716) 635-4000, or Steven Bodakowski, People’s United Financial, Inc., 850 Main Street, Bridgeport, Connecticut 06604, telephone (203) 338-4202.

Participants in the Solicitation of Proxies in Connection with Proposed Transaction. M&T, People’s United and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding M&T’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 8, 2021, and certain of its Current Reports on Form 8-K. Information regarding People’s United’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 1, 2021, as amended by an amendment to the Form 10-K filed with the SEC on March 30, 2021, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

	Three months ended
	March 31
Amounts in thousands, except per share	2021			2020			Change
Performance
Net income	$	447,249			268,822			66	%
Net income available to common shareholders		428,093			250,701			71	%
Per common share:
Basic earnings	$	3.33			1.93			73	%
Diluted earnings		3.33			1.93			73	%
Cash dividends	$	1.10			1.10			—
Common shares outstanding:
Average - diluted (1)		128,669			129,755			-1	%
Period end (2)		128,658			128,282		—
Return on (annualized):
Average total assets		1.22	%		.90	%
Average common shareholders' equity		11.57	%		7.00	%
Taxable-equivalent net interest income	$	985,128			981,868		—
Yield on average earning assets		3.08	%		4.18	%
Cost of interest-bearing liabilities		.18	%		.83	%
Net interest spread		2.90	%		3.35	%
Contribution of interest-free funds		.07	%		.30	%
Net interest margin		2.97	%		3.65	%
Net charge-offs to average total net loans (annualized)		.31	%		.22	%
Net operating results (3)
Net operating income	$	457,372			271,705			68	%
Diluted net operating earnings per common share		3.41			1.95			75	%
Return on (annualized):
Average tangible assets		1.29	%		.94	%
Average tangible common equity		17.05	%		10.39	%
Efficiency ratio		60.3	%		58.9	%

	At March 31
Loan quality	2021			2020			Change
Nonaccrual loans	$	1,957,106			1,061,748			84	%
Real estate and other foreclosed assets		29,797			83,605			-64	%
Total nonperforming assets	$	1,986,903			1,145,353			73	%
Accruing loans past due 90 days or more (4)	$	1,084,553			530,317			105	%
Government guaranteed loans included in totals above:
Nonaccrual loans	$	51,668			50,561			2	%
Accruing loans past due 90 days or more		1,044,599			464,243			125	%
Renegotiated loans	$	242,121			232,439			4	%
Nonaccrual loans to total net loans		1.97	%		1.13	%
Allowance for credit losses to total loans		1.65	%		1.47	%

	Three months ended
	March 31,			December 31,			September 30,			June 30,			March 31,
Amounts in thousands, except per share	2021			2020			2020			2020			2020
Performance
Net income	$	447,249			471,140			372,136			241,054			268,822
Net income available to common shareholders		428,093			451,869			353,400			223,099			250,701
Per common share:
Basic earnings	$	3.33			3.52			2.75			1.74			1.93
Diluted earnings		3.33			3.52			2.75			1.74			1.93
Cash dividends	$	1.10			1.10			1.10			1.10			1.10
Common shares outstanding:
Average - diluted (1)		128,669			128,379			128,355			128,333			129,755
Period end (2)		128,658			128,333			128,303			128,294			128,282
Return on (annualized):
Average total assets		1.22	%		1.30	%		1.06	%		.71	%		.90	%
Average common shareholders' equity		11.57	%		12.07	%		9.53	%		6.13	%		7.00	%
Taxable-equivalent net interest income	$	985,128			993,252			947,114			961,371			981,868
Yield on average earning assets		3.08	%		3.15	%		3.13	%		3.38	%		4.18	%
Cost of interest-bearing liabilities		.18	%		.25	%		.30	%		.40	%		.83	%
Net interest spread		2.90	%		2.90	%		2.83	%		2.98	%		3.35	%
Contribution of interest-free funds		.07	%		.10	%		.12	%		.15	%		.30	%
Net interest margin		2.97	%		3.00	%		2.95	%		3.13	%		3.65	%
Net charge-offs to average total net loans (annualized)		.31	%		.39	%		.12	%		.29	%		.22	%
Net operating results (3)
Net operating income	$	457,372			473,453			375,029			243,958			271,705
Diluted net operating earnings per common share		3.41			3.54			2.77			1.76			1.95
Return on (annualized):
Average tangible assets		1.29	%		1.35	%		1.10	%		.74	%		.94	%
Average tangible common equity		17.05	%		17.53	%		13.94	%		9.04	%		10.39	%
Efficiency ratio		60.3	%		54.6	%		56.2	%		55.7	%		58.9	%

	March 31,			December 31,			September 30,			June 30,			March 31,
Loan quality	2021			2020			2020			2020			2020
Nonaccrual loans	$	1,957,106			1,893,299			1,239,972			1,156,650			1,061,748
Real estate and other foreclosed assets		29,797			34,668			49,872			66,763			83,605
Total nonperforming assets	$	1,986,903			1,927,967			1,289,844			1,223,413			1,145,353
Accruing loans past due 90 days or more (4)	$	1,084,553			859,208			527,258			535,755			530,317
Government guaranteed loans included in totals above:
Nonaccrual loans	$	51,668			48,820			45,975			51,165			50,561
Accruing loans past due 90 days or more		1,044,599			798,121			505,446			454,269			464,243
Renegotiated loans	$	242,121			238,994			242,581			234,768			232,439
Nonaccrual loans to total net loans		1.97	%		1.92	%		1.26	%		1.18	%		1.13	%
Allowance for credit losses to total loans		1.65	%		1.76	%		1.79	%		1.68	%		1.47	%

	Three months ended
	March 31
Dollars in thousands	2021			2020			Change
Interest income	$	1,016,962			1,120,419			-9	%
Interest expense		35,567			143,614			-75
Net interest income		981,395			976,805		—
Provision for credit losses		(25,000	)		250,000		—
Net interest income after provision for credit losses		1,006,395			726,805			38
Other income
Mortgage banking revenues		138,754			127,909			8
Service charges on deposit accounts		92,777			106,161			-13
Trust income		156,022			148,751			5
Brokerage services income		13,113			13,129		—
Trading account and foreign exchange gains		6,284			21,016			-70
Loss on bank investment securities		(12,282	)		(20,782	)	—
Other revenues from operations		110,930			133,176			-17
Total other income		505,598			529,360			-4
Other expense
Salaries and employee benefits		541,078			536,843			1
Equipment and net occupancy		82,471			79,640			4
Outside data processing and software		65,751			64,410			2
FDIC assessments		14,188			12,271			16
Advertising and marketing		14,628			22,375			-35
Printing, postage and supplies		9,317			10,852			-14
Amortization of core deposit and other intangible assets		2,738			3,913			-30
Other costs of operations		189,273			176,112			7
Total other expense		919,444			906,416			1
Income before income taxes		592,549			349,749			69
Applicable income taxes		145,300			80,927			80
Net income	$	447,249			268,822			66	%

	Three months ended
	March 31,			December 31,		September 30,		June 30,		March 31,
Dollars in thousands	2021			2020		2020		2020		2020
Interest income	$	1,016,962			1,038,890		1,001,161		1,032,242		1,120,419
Interest expense		35,567			49,610		58,066		75,105		143,614
Net interest income		981,395			989,280		943,095		957,137		976,805
Provision for credit losses		(25,000	)		75,000		150,000		325,000		250,000
Net interest income after provision for credit losses		1,006,395			914,280		793,095		632,137		726,805
Other income
Mortgage banking revenues		138,754			140,441		153,267		145,024		127,909
Service charges on deposit accounts		92,777			95,817		91,355		77,455		106,161
Trust income		156,022			151,314		149,937		151,882		148,751
Brokerage services income		13,113			12,234		11,602		10,463		13,129
Trading account and foreign exchange gains		6,284			7,204		4,026		8,290		21,016
Gain (loss) on bank investment securities		(12,282	)		1,619		2,773		6,969		(20,782	)
Other revenues from operations		110,930			142,621		107,601		87,190		133,176
Total other income		505,598			551,250		520,561		487,273		529,360
Other expense
Salaries and employee benefits		541,078			476,110		478,897		458,842		536,843
Equipment and net occupancy		82,471			84,228		81,080		77,089		79,640
Outside data processing and software		65,751			68,034		64,660		61,376		64,410
FDIC assessments		14,188			15,204		12,121		14,207		12,271
Advertising and marketing		14,628			17,832		11,855		9,842		22,375
Printing, postage and supplies		9,317			8,335		9,422		11,260		10,852
Amortization of core deposit and other intangible assets		2,738			3,129		3,914		3,913		3,913
Other costs of operations		189,273			172,136		164,825		170,513		176,112
Total other expense		919,444			845,008		826,774		807,042		906,416
Income before income taxes		592,549			620,522		486,882		312,368		349,749
Applicable income taxes		145,300			149,382		114,746		71,314		80,927
Net income	$	447,249			471,140		372,136		241,054		268,822

	March 31
Dollars in thousands	2021		2020		Change
ASSETS
Cash and due from banks	$	1,258,989		1,298,192		-3	%
Interest-bearing deposits at banks		31,407,227		8,896,307		253
Federal funds sold		1,000		—		—
Trading account		687,359		1,224,291		-44
Investment securities		6,610,667		8,956,590		-26
Loans and leases:
Commercial, financial, etc.		27,811,190		26,243,648		6
Real estate - commercial		37,425,974		36,684,106		2
Real estate - consumer		17,349,683		15,643,014		11
Consumer		16,712,233		15,571,507		7
Total loans and leases, net of unearned discount		99,299,080		94,142,275		5
Less: allowance for credit losses		1,636,206		1,384,366		18
Net loans and leases		97,662,874		92,757,909		5
Goodwill		4,593,112		4,593,112		—
Core deposit and other intangible assets		11,427		25,121		-55
Other assets		8,248,405		6,826,311		21
Total assets	$	150,481,060		124,577,833		21	%

LIABILITIES AND SHAREHOLDERS' EQUITY
Noninterest-bearing deposits	$	53,641,419		35,554,715		51	%
Interest-bearing deposits		74,193,255		63,410,672		17
Deposits at Cayman Islands office		641,691		1,217,921		-47
Total deposits		128,476,365		100,183,308		28
Short-term borrowings		58,957		59,180	—
Accrued interest and other liabilities		2,000,727		2,198,116		-9
Long-term borrowings		3,498,503		6,321,435		-45
Total liabilities		134,034,552		108,762,039		23
Shareholders' equity:
Preferred		1,250,000		1,250,000		—
Common		15,196,508		14,565,794		4
Total shareholders' equity		16,446,508		15,815,794		4
Total liabilities and shareholders' equity	$	150,481,060		124,577,833		21	%


	March 31,		December 31,		September 30,		June 30,		March 31,
Dollars in thousands	2021		2020		2020		2020		2020
ASSETS
Cash and due from banks	$	1,258,989		1,552,743		1,489,232		1,354,815		1,298,192
Interest-bearing deposits at banks		31,407,227		23,663,810		20,197,937		20,888,341		8,896,307
Federal funds sold		1,000		—		—		—		—
Trading account		687,359		1,068,581		1,215,573		1,293,534		1,224,291
Investment securities		6,610,667		7,045,697		7,723,004		8,454,344		8,956,590
Loans and leases:
Commercial, financial, etc.		27,811,190		27,574,564		27,891,648		29,203,862		26,243,648
Real estate - commercial		37,425,974		37,637,889		37,582,084		37,159,451		36,684,106
Real estate - consumer		17,349,683		16,752,993		16,663,708		15,611,462		15,643,014
Consumer		16,712,233		16,570,421		16,309,608		15,782,773		15,571,507
Total loans and leases, net of unearned discount		99,299,080		98,535,867		98,447,048		97,757,548		94,142,275
Less: allowance for credit losses		1,636,206		1,736,387		1,758,505		1,638,236		1,384,366
Net loans and leases		97,662,874		96,799,480		96,688,543		96,119,312		92,757,909
Goodwill		4,593,112		4,593,112		4,593,112		4,593,112		4,593,112
Core deposit and other intangible assets		11,427		14,165		17,294		21,208		25,121
Other assets		8,248,405		7,863,517		6,702,048		6,812,303		6,826,311
Total assets	$	150,481,060		142,601,105		138,626,743		139,536,969		124,577,833

LIABILITIES AND SHAREHOLDERS' EQUITY
Noninterest-bearing deposits	$	53,641,419		47,572,884		44,201,670		45,397,843		35,554,715
Interest-bearing deposits		74,193,255		71,580,750		70,061,680		68,701,832		63,410,672
Deposits at Cayman Islands office		641,691		652,104		899,989		868,284		1,217,921
Total deposits		128,476,365		119,805,738		115,163,339		114,967,959		100,183,308
Short-term borrowings		58,957		59,482		46,123		52,298		59,180
Accrued interest and other liabilities		2,000,727		2,166,409		1,857,383		2,250,316		2,198,116
Long-term borrowings		3,498,503		4,382,193		5,458,885		6,321,291		6,321,435
Total liabilities		134,034,552		126,413,822		122,525,730		123,591,864		108,762,039
Shareholders' equity:
Preferred		1,250,000		1,250,000		1,250,000		1,250,000		1,250,000
Common		15,196,508		14,937,283		14,851,013		14,695,105		14,565,794
Total shareholders' equity		16,446,508		16,187,283		16,101,013		15,945,105		15,815,794
Total liabilities and shareholders' equity	$	150,481,060		142,601,105		138,626,743		139,536,969		124,577,833

Condensed Consolidated Average Balance Sheet and Annualized Taxable-equivalent Rates

	Three months ended															Change in balance
	March 31,					March 31,					December 31,					March 31, 2021 from
Dollars in millions	2021					2020					2020					March 31,			December 31,
	Balance		Rate			Balance		Rate			Balance		Rate			2020			2020
ASSETS
Interest-bearing deposits at banks	$	27,666		.10	%		6,130		1.24	%		22,206		.10	%		351	%		25	%
Federal funds sold and agreements to resell securities		678		.12			1,224		1.34			3,799		.12			-45			-82
Trading account		50		1.44			64		2.64			50		1.97			-22			—
Investment securities		6,605		2.28			9,102		2.22			7,195		2.25			-27			-8
Loans and leases, net of unearned discount
Commercial, financial, etc.		27,723		3.53			24,290		4.10			27,713		3.56			14			—
Real estate - commercial		37,609		4.16			36,034		4.83			37,707		4.15			4			—
Real estate - consumer		17,404		3.54			15,931		4.03			16,761		3.56			9			4
Consumer		16,620		4.64			15,451		5.30			16,485		4.78			8			1
Total loans and leases, net		99,356		3.99			91,706		4.61			98,666		4.01			8			1
Total earning assets		134,355		3.08			108,226		4.18			131,916		3.15			24			2
Goodwill		4,593					4,593					4,593					—			—
Core deposit and other intangible assets		13					27					16					-53			-18
Other assets		9,196					7,739					8,038					19			14
Total assets	$	148,157					120,585					144,563					23	%		2	%

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing deposits
Savings and interest-checking deposits	$	70,458		.07			56,366		.56			69,133		.11			25	%		2	%
Time deposits		3,732		.76			5,672		1.55			4,113		.97			-34			-9
Deposits at Cayman Islands office		683		.11			1,672		.82			826		.11			-59			-17
Total interest-bearing deposits		74,873		.10			63,710		.65			74,072		.16			18			1
Short-term borrowings		62		.01			58		.16			64		.01			7			-4
Long-term borrowings		3,851		1.78			6,240		2.60			5,294		1.47			-38			-27
Total interest-bearing liabilities		78,786		.18			70,008		.83			79,430		.25			13			-1
Noninterest-bearing deposits		50,860					32,456					46,904					57			8
Other liabilities		2,184					2,401					2,016					-9			8
Total liabilities		131,830					104,865					128,350					26			3
Shareholders' equity		16,327					15,720					16,213					4			1
Total liabilities and shareholders' equity	$	148,157					120,585					144,563					23	%		2	%

Net interest spread				2.90					3.35					2.90
Contribution of interest-free funds				.07					.30					.10
Net interest margin				2.97	%				3.65	%				3.00	%

	Three months ended
	March 31,			December 31,			September 30,			June 30,			March 31,
	2021			2020			2020			2020			2020
Income statement data
In thousands, except per share
Net income
Net income	$	447,249			471,140			372,136			241,054			268,822
Amortization of core deposit and other intangible assets (1)		2,034			2,313			2,893			2,904			2,883
Merger-related expenses (1)		8,089			—			—			—			—
Net operating income	$	457,372			473,453			375,029			243,958			271,705

Earnings per common share
Diluted earnings per common share	$	3.33			3.52			2.75			1.74			1.93
Amortization of core deposit and other intangible assets (1)		.02			.02			.02			.02			.02
Merger-related expenses (1)		.06			—			—			—			—
Diluted net operating earnings per common share	$	3.41			3.54			2.77			1.76			1.95

Other expense
Other expense	$	919,444			845,008			826,774			807,042			906,416
Amortization of core deposit and other intangible assets		(2,738	)		(3,129	)		(3,914	)		(3,913	)		(3,913	)
Merger-related expenses		(9,951	)		—			—			—			—
Noninterest operating expense	$	906,755			841,879			822,860			803,129			902,503
Efficiency ratio
Noninterest operating expense (numerator)	$	906,755			841,879			822,860			803,129			902,503
Taxable-equivalent net interest income	$	985,128			993,252			947,114			961,371			981,868
Other income		505,598			551,250			520,561			487,273			529,360
Less: Gain (loss) on bank investment securities		(12,282	)		1,619			2,773			6,969			(20,782	)
Denominator	$	1,503,008			1,542,883			1,464,902			1,441,675			1,532,010
Efficiency ratio		60.3	%		54.6	%		56.2	%		55.7	%		58.9	%
Balance sheet data
In millions
Average assets
Average assets	$	148,157			144,563			140,181			136,446			120,585
Goodwill		(4,593	)		(4,593	)		(4,593	)		(4,593	)		(4,593	)
Core deposit and other intangible assets		(13	)		(16	)		(19	)		(23	)		(27	)
Deferred taxes		3			4			5			6			7
Average tangible assets	$	143,554			139,958			135,574			131,836			115,972
Average common equity
Average total equity	$	16,327			16,213			16,073			15,953			15,720
Preferred stock		(1,250	)		(1,250	)		(1,250	)		(1,250	)		(1,250	)
Average common equity		15,077			14,963			14,823			14,703			14,470
Goodwill		(4,593	)		(4,593	)		(4,593	)		(4,593	)		(4,593	)
Core deposit and other intangible assets		(13	)		(16	)		(19	)		(23	)		(27	)
Deferred taxes		3			4			5			6			7
Average tangible common equity	$	10,474			10,358			10,216			10,093			9,857
At end of quarter
Total assets
Total assets	$	150,481			142,601			138,627			139,537			124,578
Goodwill		(4,593	)		(4,593	)		(4,593	)		(4,593	)		(4,593	)
Core deposit and other intangible assets		(12	)		(14	)		(17	)		(21	)		(25	)
Deferred taxes		3			4			4			5			6
Total tangible assets	$	145,879			137,998			134,021			134,928			119,966
Total common equity
Total equity	$	16,447			16,187			16,101			15,945			15,816
Preferred stock		(1,250	)		(1,250	)		(1,250	)		(1,250	)		(1,250	)
Common equity		15,197			14,937			14,851			14,695			14,566
Goodwill		(4,593	)		(4,593	)		(4,593	)		(4,593	)		(4,593	)
Core deposit and other intangible assets		(12	)		(14	)		(17	)		(21	)		(25	)
Deferred taxes		3			4			4			5			6
Total tangible common equity	$	10,595			10,334			10,245			10,086			9,954

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)

Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Common Stock, $.50 par value	MTB	New York Stock Exchange

Exhibit No.		Exhibit Description

99.1		News Release dated April 19, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	M&T BANK CORPORATION

Date: April 19, 2021	By:	/s/ Michael R. Spychala
		Michael R. Spychala
		Senior Vice President and Controller

Earnings Highlights

										Change 1Q21 vs.
($ in millions, except per share data)	1Q21			1Q20			4Q20			1Q20			4Q20

Net income	$	447		$	269		$	471			66	%		-5	%
Net income available to common shareholders ̶ diluted	$	428		$	251		$	452			71	%		-5	%
Diluted earnings per common share	$	3.33		$	1.93		$	3.52			73	%		-5	%
Annualized return on average assets		1.22	%		.90	%		1.30	%
Annualized return on average common equity		11.57	%		7.00	%		12.07	%

Noninterest Income

									Change 1Q21 vs.
($ in millions)	1Q21			1Q20			4Q20		1Q20			4Q20

Mortgage banking revenues	$	139		$	128		$	140		8	%		-1	%
Service charges on deposit accounts		93			106			96		-13	%		-3	%
Trust income		156			149			151		5	%		3	%
Brokerage services income		13			13			12	—				7	%
Trading account and foreign exchange gains		6			21			7		-70	%		-13	%
Gain (loss) on bank investment securities		(12	)		(21	)		2	—			—
Other revenues from operations		111			133			143		-17	%		-22	%
Total	$	506		$	529		$	551		-4	%		-8	%