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): January 20, 2022

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) 635-4000

(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 Instruction 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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

On January 20, 2022, M&T Bank Corporation announced its results of operations for the quarter ended December 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.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br><br>No.	Exhibit Description
99.1	News Release dated January 20, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:  January 20, 2022	By:	/s/ Darren J. King
		Darren J. King
		Executive Vice President and Chief Financial Officer

3

mtb-ex991_6.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE:
January 20, 2022

M&T BANK CORPORATION ANNOUNCES FOURTH QUARTER AND FULL-YEAR RESULTS

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

GAAP Results of Operations.  Diluted earnings per common share measured in accordance with generally accepted accounting principles (“GAAP”) were $3.37 in the fourth quarter of 2021, compared with $3.52 in the year-earlier quarter and $3.69 in the third quarter of 2021. GAAP-basis net income was $458 million in the recent quarter, $471 million in the fourth quarter of 2020 and $495 million in the third 2021 quarter. GAAP-basis net income for the fourth quarter of 2021 expressed as an annualized rate of return on average assets and average common shareholders' equity was 1.15% and 10.91%, respectively, compared with 1.30% and 12.07%, respectively, in the similar 2020 period and 1.28% and 12.16%, respectively, in the third quarter of 2021. 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 $21 million ($16 million after-tax effect, or $.12 of diluted earnings per common share), compared with $9 million ($7 million after-tax effect, or $.05 of diluted earnings per common share) in the third quarter of 2021.  There were no merger-related expenses in the fourth quarter of 2020.

Darren J. King, Executive Vice President and Chief Financial Officer, commented on M&T’s results, “Despite last year’s challenging environment, M&T realized significant increases in both diluted earnings per share and net income. These results reflect our prudent credit underwriting, improved economic conditions and growth in noninterest income. Our capital position remains very strong. During the year we saw our Common Equity Tier 1 ratio increase to 11.4% from 10.0% at the end of 2020. Looking forward, we stand ready to complete our acquisition of People’s United and to strategically deploy our excess liquidity and capital as we manage through a likely period of rising interest rates and elevated inflation.”

Earnings Highlights
										Change 4Q21 vs.
($ in millions, except per share data)	4Q21			4Q20			3Q21			4Q20			3Q21
Net income	$	458		$	471		$	495			-3	%		-8	%
Net income available to common shareholders  ̶  diluted	$	434		$	452		$	476			-4	%		-9	%
Diluted earnings per common share	$	3.37		$	3.52		$	3.69			-4	%		-9	%
Annualized return on average assets		1.15	%		1.30	%		1.28	%
Annualized return on average common equity		10.91	%		12.07	%		12.16	%

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For the year ended December 31, 2021 diluted earnings per common share were $13.80, up 39% from $9.94 in 2020. GAAP-basis net income in 2021 totaled $1.86 billion, improved significantly from $1.35 billion in 2020.  Expressed as an annualized rate of return on average assets and average common shareholders’ equity, GAAP-basis net income in 2021 was 1.22% and 11.54%, respectively, and 1.00% and 8.72%, respectively, in 2020. Merger-related expenses in 2021 were $44 million ($34 million after-tax effect, or $.25 of diluted earnings per common share).  There were no merger-related expenses in 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 $3.50 in the final quarter of 2021, compared with $3.54 in the fourth quarter of 2020 and $3.76 in the third quarter of 2021. Net operating income aggregated $475 million in the recent quarter, $473 million in the fourth quarter of 2020 and $504 million in 2021’s third quarter. Expressed as an annualized rate of return on average tangible assets and average tangible common shareholders' equity, net operating income in the fourth quarter of 2021 was 1.23% and 15.98%, respectively, 1.35% and 17.53%, respectively, in the similar quarter of 2020 and 1.34% and 17.54%, respectively, in the third quarter of 2021.

Diluted net operating earnings per common share for the years ended December 31, 2021 and 2020 were $14.11 and $10.02, respectively. Net operating income in 2021 was $1.90 billion, compared with $1.36 billion in 2020. Net operating income expressed as an annualized rate of return on average tangible assets and average tangible common shareholders’ equity was 1.28% and 16.80%, respectively, in 2021 and 1.04% and 12.79%, respectively, in 2020.

Taxable-equivalent Net Interest Income.  Net interest income expressed on a taxable-equivalent basis totaled $937 million in the recent quarter, down from $993 million in the fourth quarter of 2020 and $971 million in the third quarter of 2021. The decrease compared with the earlier quarters reflects lower outstanding average loan balances and a reduced net interest margin. Average loans outstanding and the net interest margin were $93.3 billion and 2.58%, respectively, in the recent quarter, compared with $98.7 billion and 3.00%, respectively, in the year earlier quarter and $95.3 billion and 2.74%, respectively, in the third quarter of 2021. Outstanding loans under the Paycheck Protection Program (“PPP”) averaged $1.65 billion in 2021’s fourth quarter, compared with $6.18 billion in the fourth quarter of 2020 and $3.26 billion in the third quarter of 2021. Interest

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income from PPP loans, including recognition of fees associated with repaid loans, was $41 million in the recent quarter, compared with $73 million in the fourth quarter of 2020 and $71 million in the third quarter of 2021. Taxable equivalent net interest income for the full year of 2021 was $3.84 billion and in 2020 was $3.88 billion. Average loans outstanding were $96.6 billion in each of 2021 and 2020, but the net interest margin declined to 2.76% in 2021 from 3.16% in 2020.

Taxable-equivalent Net Interest Income
										Change 4Q21 vs.
($ in millions)	4Q21			4Q20			3Q21			4Q20			3Q21
Average earning assets	$	144,420		$	131,916		$	140,420			9	%		3	%
Net interest income  ̶  taxable-equivalent	$	937		$	993		$	971			-6	%		-3	%
Net interest margin		2.58	%		3.00	%		2.74	%

Provision for Credit Losses/Asset Quality.  Reflecting improvements in economic conditions and the credit environment, recaptures of the provision for credit losses of $15 million and $20 million were recorded in the fourth and third quarters of 2021, respectively, compared with a provision of $75 million in the fourth quarter of 2020. A recapture of $75 million was recorded for the year ended December 31, 2021, compared with $800 million of provision for credit losses in 2020. Net loan charge-offs were $31 million during the recent quarter, compared with $97 million in the final quarter of 2020 and $40 million in the third quarter of 2021. Expressed as an annualized percentage of average loans outstanding, net charge-offs were .13% and .39% in the fourth quarters of 2021 and 2020, respectively, and .17% in the third quarter of 2021. Net loan charge-offs during all of 2021 and 2020 aggregated $192 million and $247 million, respectively, representing .20% and .26%, respectively, of average loans outstanding.

Loans classified as nonaccrual totaled $2.06 billion at December 31, 2021, up from $1.89 billion at December 31, 2020, but down from $2.24 billion at September 30, 2021. As a percentage of loans outstanding, nonaccrual loans were 2.22%, 1.92% and 2.40% at December 31, 2021, December 31, 2020 and September 30, 2021, respectively. Assets taken in foreclosure of defaulted loans were $24 million at December 31, 2021, $35 million a year earlier and $25 million at September 30, 2021.

Allowance for Credit Losses.  M&T regularly performs comprehensive analyses of its loan 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 $1.47 billion or 1.58% of loans outstanding at December 31, 2021, compared with $1.74 billion or 1.76% at December 31, 2020 and $1.52 billion or 1.62% at September 30, 2021. The allowance at December 31, 2021, December 31, 2020, and September 30, 2021 represented 1.60%, 1.86%, and 1.66%, respectively, of total loans on those dates, excluding outstanding balances of PPP loans.

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Asset Quality Metrics
										Change 4Q21 vs.
($ in millions)	4Q21			4Q20			3Q21			4Q20			3Q21
At end of quarter
Nonaccrual loans	$	2,060		$	1,893		$	2,242			9	%		-8	%
Real estate and other foreclosed assets	$	24		$	35		$	25			-31	%		-4	%
Total nonperforming assets	$	2,084		$	1,928		$	2,267			8	%		-8	%
Accruing loans past due 90 days or more (1)	$	963		$	859		$	1,026			12	%		-6	%
Nonaccrual loans as % of loans outstanding		2.22	%		1.92	%		2.40	%
Allowance for credit losses	$	1,469		$	1,736		$	1,515			-15	%		-3	%
Allowance for credit losses as % of loans outstanding		1.58	%		1.76	%		1.62	%
For the period
Provision for credit losses	$	(15	)	$	75		$	(20	)		-120	%		-25	%
Net charge-offs	$	31		$	97		$	40			-68	%		-23	%
Net charge-offs as % of average loans (annualized)		.13	%		.39	%		.17	%
(1)	Predominantly government-guaranteed residential real estate loans.
---	---

Noninterest Income and Expense.  Noninterest income was $579 million in the fourth quarter of 2021, compared with $551 million in the year-earlier quarter and $569 million in the third quarter of 2021. As compared with the final quarter of 2020, the increased level of noninterest income in the recent quarter resulted largely from higher trust income, service charges on deposit accounts and brokerage services income. The final quarter of 2021 and 2020 each reflected a $30 million distribution from Bayview Lending Group LLC (“BLG”). Compared with the third quarter of 2021, higher noninterest income in the recent quarter reflected the distribution from BLG and increased trust income, offset by lower mortgage banking revenues that reflect M&T’s decision to retain recently originated mortgage loans in portfolio rather than sell such loans. No distributions from BLG were received in the third quarter of 2021.

Noninterest Income
							Change 4Q21 vs.
($ in millions)	4Q21		4Q20		3Q21		4Q20			3Q21
Mortgage banking revenues	$	139	$	140	$	160		-1	%		-13	%
Service charges on deposit accounts		105		96		105		10	%		—
Trust income		169		151		157		12	%		8	%
Brokerage services income		19		12		20		55	%		-8	%
Trading account and foreign exchange gains		6		7		6		-16	%		8	%
Gain (loss) on bank investment securities		2		2		—		-12	%		—
Other revenues from operations		139		143		121		-3	%		15	%
Total	$	579	$	551	$	569		5	%		2	%

Noninterest income rose to $2.17 billion in 2021 from $2.09 billion in 2020.  The increase resulted from a $43 million, or 7%, increase in trust income and higher service charges on deposit accounts and brokerage services income, partially offset by lower trading account and foreign exchange gains.

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Noninterest expense totaled $928 million in the fourth quarter of 2021, compared with $845 million in the corresponding quarter of 2020 and $899 million in the third quarter of 2021.  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 $904 million in the recent quarter, $842 million in the fourth quarter of 2020 and $888 million in 2021’s third quarter. Factors contributing to the increase in noninterest operating expenses in the recent quarter as compared with the year-earlier quarter were higher costs for salaries and employee benefits (including increased incentive compensation expenses), outside data processing and software, and professional services. As compared with the third quarter of 2021, the greater level of noninterest operating expenses in the recent quarter resulted largely from seasonally higher advertising and marketing costs, increased salaries and employee benefits, and a rise in outside data processing and software.

Noninterest Expense
							Change 4Q21 vs.
($ in millions)	4Q21		4Q20		3Q21		4Q20			3Q21
Salaries and employee benefits	$	515	$	476	$	510		8	%		1	%
Equipment and net occupancy		83		84		81		-2	%		2	%
Outside data processing and software		79		68		73		16	%		8	%
FDIC assessments		19		15		19		24	%		—
Advertising and marketing		21		18		15		19	%		40	%
Printing, postage and supplies		8		9		8		-2	%		3	%
Amortization of core deposit and other intangible assets		2		3		3		-38	%		-29	%
Other costs of operations		201		172		190		17	%		5	%
Total	$	928	$	845	$	899		10	%		3	%

For the year ended December 31, 2021, noninterest expense was $3.61 billion compared with $3.39 billion in 2020. Noninterest operating expenses aggregated $3.56 billion in 2021 and $3.37 billion in 2020. As compared with the prior year, salaries and employee benefits (predominantly incentive compensation expenses), outside data processing and software, and professional services were higher in 2021.

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 fourth quarter of 2021, 54.6% in the year-earlier quarter and 57.7% in the third quarter of 2021. The efficiency ratio for the full year 2021 was 59.0%, compared with 56.3% in 2020.

Balance Sheet.  M&T had total assets of $155.1 billion at December 31, 2021, compared with $142.6 billion and $151.9 billion at December 31, 2020 and September 30, 2021, respectively. Loans and leases, net of unearned discount, were $92.9 billion at December 31, 2021, compared with $98.5 billion at December 31, 2020 and $93.6 billion at September 30, 2021. The lower level of loans and leases at the recent quarter-end as compared with December 31, 2020 reflects a $4.1 billion decline in commercial loans resulting from reduced

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balances of PPP loans outstanding. PPP loans totaled $1.2 billion at December 31, 2021, compared with $5.4 billion at December 31, 2020 and $2.2 billion at September 30, 2021. Total deposits were $131.5 billion at the recent quarter-end, $119.8 billion at December 31, 2020 and $128.7 billion at September 30, 2021. The higher amount of deposits at the two most recent quarter-ends as compared with December 31, 2020 resulted from increased non-interest bearing deposits.

Total shareholders' equity was $17.9 billion, or 11.54% of total assets at December 31, 2021, $16.2 billion, or 11.35% at December 31, 2020 and $17.5 billion, or 11.54% at September 30, 2021. Common shareholders' equity was $16.2 billion, or $125.51 per share, at December 31, 2021, compared with $14.9 billion, or $116.39 per share, a year-earlier and $15.8 billion, or $122.60 per share, at September 30, 2021. Tangible equity per common share was $89.80 at December 31, 2021, $80.52 at December 31, 2020 and $86.88 at September 30, 2021. 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 11.4% at December 31, 2021, up from 11.1% three months earlier and 10.0% at December 31, 2020.

Conference Call.  Investors will have an opportunity to listen to M&T's conference call to discuss fourth quarter financial results today at 11:00 a.m. Eastern Time. Those wishing to participate in the call may dial (866) 518-6930. International participants, using any applicable international calling codes, may dial (203) 518-9797. Callers should reference M&T Bank Corporation or the conference ID #MTBQ421. 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 Thursday January 27, 2022 by calling (800) 934-2127, or (402) 220-1139 for international participants. No conference ID is required. 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.

About M&T.  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.

Who We Are.  We are a bank for communities – bringing the capabilities of a large bank with the care of a locally focused institution. Our purpose is to make a difference in people’s lives serving all our stakeholders. The keys to our approach are characterized by responsible lending based on the advantages of local knowledge and scale, and our long history of being prudent stewards of our shareholders’ capital.

In October 2021 M&T announced its Community Growth Plan, to provide $43 billion in loans, investments, and other financial support to create greater economic opportunity for low-to-moderate income families and neighborhoods, as well as people and communities of color. The bank's five-year Community Growth Plan has

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been developed in collaboration with the National Community Reinvestment Coalition in conjunction with M&T's proposed acquisition of People's United Financial Inc. and will become operational shortly after closing of the transaction.

In keeping with its community-focused approach to banking, M&T announced an expansion of the services it provides to communities with high concentrations of ethnic and racial diversity by designating an additional 99 bank branches as multicultural centers, bringing the total to 118 such centers. Located in cities across the Northeast and Mid-Atlantic, the centers will offer banking and other financial services in customers’ preferred languages and employ bankers from the community who understand the cultural nuances of the individuals and neighborhoods they serve.

Forward-Looking Statements.  This news release and related conference call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the rules and regulations of the SEC.  Any statement that does not describe historical or current facts is a forward-looking statement, including statements based on current expectations, estimates and projections about M&T's business, and management's beliefs and assumptions.

Statements regarding the potential effects of the 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 risks, predictions and uncertainties relating to the impact of the People’s United transaction (as described in the next paragraph); the impact of the COVID-19 pandemic; changes in interest

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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 or regulations affecting the financial services industry and/or M&T and its subsidiaries individually or collectively, including tax policy; 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, product and 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 and 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 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; the business, economic and political conditions in

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the markets in which the parties operate; and other factors that may affect future results of M&T and People’s United.

Future factors related to the proposed transaction also include risks, such as, among others: 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; 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; and that 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; as well as 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 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.

INVESTOR CONTACT:	Brian Klock<br><br><br>Donald MacLeod
	(716) 842-5138
MEDIA CONTACT:		Maya Dillon
		(646) 735-1958

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Financial Highlights

	Three months ended									Year ended
	December 31									December 31
Amounts in thousands, except per share	2021			2020			Change			2021			2020			Change
Performance
Net income	$	457,968			471,140			-3	%	$	1,858,746			1,353,152			37	%
Net income available to common shareholders		434,171			451,869			-4	%		1,776,987			1,279,068			39	%
Per common share:
Basic earnings	$	3.37			3.52			-4	%	$	13.81			9.94			39	%
Diluted earnings		3.37			3.52			-4	%		13.80			9.94			39	%
Cash dividends	$	1.20			1.10			9	%	$	4.50			4.40			2	%
Common shares outstanding:
Average - diluted (1)		128,888			128,379			—			128,812			128,704			—
Period end (2)		128,705			128,333		—				128,705			128,333		—
Return on (annualized):
Average total assets		1.15	%		1.30	%					1.22	%		1.00	%
Average common shareholders' equity		10.91	%		12.07	%					11.54	%		8.72	%
Taxable-equivalent net interest income	$	937,356			993,252			-6	%	$	3,839,509			3,883,605			-1	%
Yield on average earning assets		2.64	%		3.15	%					2.84	%		3.43	%
Cost of interest-bearing liabilities		.12	%		.25	%					.14	%		.43	%
Net interest spread		2.52	%		2.90	%					2.70	%		3.00	%
Contribution of interest-free funds		.06	%		.10	%					.06	%		.16	%
Net interest margin		2.58	%		3.00	%					2.76	%		3.16	%
Net charge-offs to average total net loans (annualized)		.13	%		.39	%					.20	%		.26	%
Net operating results (3)
Net operating income	$	475,477			473,453		—			$	1,899,838			1,364,145			39	%
Diluted net operating earnings per common share		3.50			3.54			-1	%		14.11			10.02			41	%
Return on (annualized):
Average tangible assets		1.23	%		1.35	%					1.28	%		1.04	%
Average tangible common equity		15.98	%		17.53	%					16.80	%		12.79	%
Efficiency ratio		59.7	%		54.6	%					59.0	%		56.3	%
	At December 31
Loan quality	2021			2020			Change
Nonaccrual loans	$	2,060,083			1,893,299			9	%
Real estate and other foreclosed assets		23,901			34,668			-31	%
Total nonperforming assets	$	2,083,984			1,927,967			8	%
Accruing loans past due 90 days or more (4)	$	963,399			859,208			12	%
Government guaranteed loans included in totals above:
Nonaccrual loans	$	51,429			48,820			5	%
Accruing loans past due 90 days or more		927,788			798,121			16	%
Renegotiated loans	$	230,408			238,994			-4	%
Nonaccrual loans to total net loans		2.22	%		1.92	%
Allowance for credit losses to total loans		1.58	%		1.76	%
(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)	Predominantly residential real estate loans.
---	---

11-11-11-11-11

M&T BANK CORPORATION

Financial Highlights, Five Quarter Trend

	Three months ended
	December 31,			September 30,			June 30,			March 31,			December 31,
Amounts in thousands, except per share	2021			2021			2021			2021			2020
Performance
Net income	$	457,968			495,460			458,069			447,249			471,140
Net income available to common shareholders		434,171			475,961			438,759			428,093			451,869
Per common share:
Basic earnings	$	3.37			3.70			3.41			3.33			3.52
Diluted earnings		3.37			3.69			3.41			3.33			3.52
Cash dividends	$	1.20			1.10			1.10			1.10			1.10
Common shares outstanding:
Average - diluted (1)		128,888			128,844			128,842			128,669			128,379
Period end (2)		128,705			128,699			128,686			128,658			128,333
Return on (annualized):
Average total assets		1.15	%		1.28	%		1.22	%		1.22	%		1.30	%
Average common shareholders' equity		10.91	%		12.16	%		11.55	%		11.57	%		12.07	%
Taxable-equivalent net interest income	$	937,356			970,953			946,072			985,128			993,252
Yield on average earning assets		2.64	%		2.82	%		2.85	%		3.08	%		3.15	%
Cost of interest-bearing liabilities		.12	%		.14	%		.14	%		.18	%		.25	%
Net interest spread		2.52	%		2.68	%		2.71	%		2.90	%		2.90	%
Contribution of interest-free funds		.06	%		.06	%		.06	%		.07	%		.10	%
Net interest margin		2.58	%		2.74	%		2.77	%		2.97	%		3.00	%
Net charge-offs to average total net loans (annualized)		.13	%		.17	%		.19	%		.31	%		.39	%
Net operating results (3)
Net operating income	$	475,477			504,030			462,959			457,372			473,453
Diluted net operating earnings per common share		3.50			3.76			3.45			3.41			3.54
Return on (annualized):
Average tangible assets		1.23	%		1.34	%		1.27	%		1.29	%		1.35	%
Average tangible common equity		15.98	%		17.54	%		16.68	%		17.05	%		17.53	%
Efficiency ratio		59.7	%		57.7	%		58.4	%		60.3	%		54.6	%
	December 31,			September 30,			June 30,			March 31,			December 31,
Loan quality	2021			2021			2021			2021			2020
Nonaccrual loans	$	2,060,083			2,242,263			2,242,057			1,957,106			1,893,299
Real estate and other foreclosed assets		23,901			24,786			27,902			29,797			34,668
Total nonperforming assets	$	2,083,984			2,267,049			2,269,959			1,986,903			1,927,967
Accruing loans past due 90 days or more (4)	$	963,399			1,026,080			1,077,227			1,084,553			859,208
Government guaranteed loans included in totals above:
Nonaccrual loans	$	51,429			47,358			49,796			51,668			48,820
Accruing loans past due 90 days or more		927,788			947,091			1,029,331			1,044,599			798,121
Renegotiated loans	$	230,408			242,955			236,377			242,121			238,994
Nonaccrual loans to total net loans		2.22	%		2.40	%		2.31	%		1.97	%		1.92	%
Allowance for credit losses to total loans		1.58	%		1.62	%		1.62	%		1.65	%		1.76	%
(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 18.
---	---
(4)	Predominantly residential real estate loans.
---	---

12-12-12-12-12

M&T BANK CORPORATION

Condensed Consolidated Statement of Income

	Three months ended								Year ended
	December 31								December 31
Dollars in thousands	2021			2020		Change			2021			2020			Change
Interest income	$	958,518			1,038,890		-8	%	$	3,938,784			4,192,712			-6	%
Interest expense		24,725			49,610		-50			114,006			326,395			-65
Net interest income		933,793			989,280		-6			3,824,778			3,866,317			-1
Provision for credit losses		(15,000	)		75,000		-120			(75,000	)		800,000			-109
Net interest income after provision for credit losses		948,793			914,280		4			3,899,778			3,066,317			27
Other income
Mortgage banking revenues		139,267			140,441		-1			571,329			566,641			1
Service charges on deposit accounts		105,392			95,817		10			402,113			370,788			8
Trust income		168,827			151,314		12			644,716			601,884			7
Brokerage services income		18,923			12,234		55			62,791			47,428			32
Trading account and foreign exchange gains		6,027			7,204		-16			24,376			40,536			-40
Gain (loss) on bank investment securities		1,426			1,619		-12			(21,220	)		(9,421	)		—
Other revenues from operations		138,775			142,621		-3			482,889			470,588			3
Total other income		578,637			551,250		5			2,166,994			2,088,444			4
Other expense
Salaries and employee benefits		515,043			476,110		8			2,045,677			1,950,692			5
Equipment and net occupancy		82,641			84,228		-2			326,698			322,037			1
Outside data processing and software		78,814			68,034		16			291,839			258,480			13
FDIC assessments		18,830			15,204		24			69,704			53,803			30
Advertising and marketing		21,228			17,832		19			64,428			61,904			4
Printing, postage and supplies		8,140			8,335		-2			36,507			39,869			-8
Amortization of core deposit and other<br><br><br>intangible assets		1,954			3,129		-38			10,167			14,869			-32
Other costs of operations		200,850			172,136		17			766,603			683,586			12
Total other expense		927,500			845,008		10			3,611,623			3,385,240			7
Income before income taxes		599,930			620,522		-3			2,455,149			1,769,521			39
Applicable income taxes		141,962			149,382		-5			596,403			416,369			43
Net income	$	457,968			471,140		-3	%	$	1,858,746			1,353,152			37	%

13-13-13-13-13

M&T BANK CORPORATION

Condensed Consolidated Statement of Income, Five Quarter Trend

	Three months ended
	December 31,			September 30,			June 30,			March 31,			December 31,
Dollars in thousands	2021			2021			2021			2021			2020
Interest income	$	958,518			992,946			970,358			1,016,962			1,038,890
Interest expense		24,725			25,696			28,018			35,567			49,610
Net interest income		933,793			967,250			942,340			981,395			989,280
Provision for credit losses		(15,000	)		(20,000	)		(15,000	)		(25,000	)		75,000
Net interest income after provision for credit losses		948,793			987,250			957,340			1,006,395			914,280
Other income
Mortgage banking revenues		139,267			159,995			133,313			138,754			140,441
Service charges on deposit accounts		105,392			105,426			98,518			92,777			95,817
Trust income		168,827			156,876			162,991			156,022			151,314
Brokerage services income		18,923			20,490			10,265			13,113			12,234
Trading account and foreign exchange gains		6,027			5,563			6,502			6,284			7,204
Gain (loss) on bank investment securities		1,426			291			(10,655	)		(12,282	)		1,619
Other revenues from operations		138,775			120,485			112,699			110,930			142,621
Total other income		578,637			569,126			513,633			505,598			551,250
Other expense
Salaries and employee benefits		515,043			510,422			479,134			541,078			476,110
Equipment and net occupancy		82,641			80,738			80,848			82,471			84,228
Outside data processing and software		78,814			72,782			74,492			65,751			68,034
FDIC assessments		18,830			18,810			17,876			14,188			15,204
Advertising and marketing		21,228			15,208			13,364			14,628			17,832
Printing, postage and supplies		8,140			7,917			11,133			9,317			8,335
Amortization of core deposit and other intangible assets		1,954			2,738			2,737			2,738			3,129
Other costs of operations		200,850			190,719			185,761			189,273			172,136
Total other expense		927,500			899,334			865,345			919,444			845,008
Income before income taxes		599,930			657,042			605,628			592,549			620,522
Applicable income taxes		141,962			161,582			147,559			145,300			149,382
Net income	$	457,968			495,460			458,069			447,249			471,140

14-14-14-14-14

M&T BANK CORPORATION

Condensed Consolidated Balance Sheet

	December 31
Dollars in thousands	2021		2020		Change
ASSETS
Cash and due from banks	$	1,337,577		1,552,743		-14	%
Interest-bearing deposits at banks		41,872,304		23,663,810		77
Trading account		468,031		1,068,581		-56
Investment securities		7,155,860		7,045,697		2
Loans and leases:
Commercial, financial, etc.		23,473,324		27,574,564		-15
Real estate - commercial		35,389,730		37,637,889		-6
Real estate - consumer		16,074,445		16,752,993		-4
Consumer		17,974,953		16,570,421		8
Total loans and leases, net of unearned discount		92,912,452		98,535,867		-6
Less: allowance for credit losses		1,469,226		1,736,387		-15
Net loans and leases		91,443,226		96,799,480		-6
Goodwill		4,593,112		4,593,112		—
Core deposit and other intangible assets		3,998		14,165		-72
Other assets		8,233,052		7,863,517		5
Total assets	$	155,107,160		142,601,105		9	%
LIABILITIES AND SHAREHOLDERS' EQUITY
Noninterest-bearing deposits	$	60,131,480		47,572,884		26	%
Interest-bearing deposits		71,411,929		71,580,750		—
Deposits at Cayman Islands office		—		652,104		-100
Total deposits		131,543,409		119,805,738		10
Short-term borrowings		47,046		59,482		-21
Accrued interest and other liabilities		2,127,931		2,166,409		-2
Long-term borrowings		3,485,369		4,382,193		-20
Total liabilities		137,203,755		126,413,822		9
Shareholders' equity:
Preferred		1,750,000		1,250,000		40
Common		16,153,405		14,937,283		8
Total shareholders' equity		17,903,405		16,187,283		11
Total liabilities and shareholders' equity	$	155,107,160		142,601,105		9	%

15-15-15-15-15

M&T BANK CORPORATION

Condensed Consolidated Balance Sheet, Five Quarter Trend

	December 31,		September 30,		June 30,		March 31,		December 31,
Dollars in thousands	2021		2021		2021		2021		2020
ASSETS
Cash and due from banks	$	1,337,577		1,479,712		1,410,468		1,258,989		1,552,743
Interest-bearing deposits at banks		41,872,304		38,445,788		33,864,824		31,407,227		23,663,810
Federal funds sold		—		—		—		1,000		—
Trading account		468,031		624,556		712,558		687,359		1,068,581
Investment securities		7,155,860		6,447,622		6,143,177		6,610,667		7,045,697
Loans and leases:
Commercial, financial, etc.		23,473,324		22,514,940		25,409,291		27,811,190		27,574,564
Real estate - commercial		35,389,730		37,023,952		37,558,775		37,425,974		37,637,889
Real estate - consumer		16,074,445		16,209,354		16,704,951		17,349,683		16,752,993
Consumer		17,974,953		17,834,648		17,440,415		16,712,233		16,570,421
Total loans and leases, net of unearned discount		92,912,452		93,582,894		97,113,432		99,299,080		98,535,867
Less: allowance for credit losses		1,469,226		1,515,024		1,575,128		1,636,206		1,736,387
Net loans and leases		91,443,226		92,067,870		95,538,304		97,662,874		96,799,480
Goodwill		4,593,112		4,593,112		4,593,112		4,593,112		4,593,112
Core deposit and other intangible assets		3,998		5,952		8,690		11,427		14,165
Other assets		8,233,052		8,236,582		8,351,574		8,248,405		7,863,517
Total assets	$	155,107,160		151,901,194		150,622,707		150,481,060		142,601,105
LIABILITIES AND SHAREHOLDERS' EQUITY
Noninterest-bearing deposits	$	60,131,480		56,542,309		55,621,230		53,641,419		47,572,884
Interest-bearing deposits		71,411,929		72,158,987		72,647,542		74,193,255		71,580,750
Deposits at Cayman Islands office		—		—		—		641,691		652,104
Total deposits		131,543,409		128,701,296		128,268,772		128,476,365		119,805,738
Short-term borrowings		47,046		103,548		91,235		58,957		59,482
Accrued interest and other liabilities		2,127,931		2,067,188		2,042,948		2,000,727		2,166,409
Long-term borrowings		3,485,369		3,500,391		3,499,448		3,498,503		4,382,193
Total liabilities		137,203,755		134,372,423		133,902,403		134,034,552		126,413,822
Shareholders' equity:
Preferred		1,750,000		1,750,000		1,250,000		1,250,000		1,250,000
Common		16,153,405		15,778,771		15,470,304		15,196,508		14,937,283
Total shareholders' equity		17,903,405		17,528,771		16,720,304		16,446,508		16,187,283
Total liabilities and shareholders' equity	$	155,107,160		151,901,194		150,622,707		150,481,060		142,601,105

16-16-16-16-16

M&T BANK CORPORATION

Condensed Consolidated Average Balance Sheet and Annualized Taxable-equivalent Rates

	Three months ended															Change in balance						Year ended
	December 31,					December 31,					September 30,					December 31, 2021 from						December 31,										Change
Dollars in millions	2021					2020					2021					December 31,			September 30,			2021					2020					in
	Balance		Rate			Balance		Rate			Balance		Rate			2020			2021			Balance		Rate			Balance		Rate			balance
ASSETS
Interest-bearing deposits at banks	$	44,316		.15	%		22,206		.10	%		39,036		.15	%		100	%		14	%	$	35,829		.13	%		15,329		.21	%		134	%
Federal funds sold and agreements to resell securities		—		.47			3,799		.12			—		.47			-100			—			167		.12			2,717		.26			-94
Trading account		50		1.62			50		1.97			51		2.71			1			-2			50		1.89			53		2.10			-5
Investment securities		6,804		2.12			7,195		2.25			6,019		2.19			-5			13			6,409		2.20			8,165		2.16			-22
Loans and leases, net of unearned discount
Commercial, financial, etc.		22,330		3.65			27,713		3.56			23,730		3.96			-19			-6			25,191		3.58			27,520		3.42			-8
Real estate - commercial		36,717		3.89			37,707		4.15			37,547		3.87			-3			-2			37,321		3.96			36,986		4.39			1
Real estate - consumer		16,290		3.53			16,761		3.56			16,379		3.59			-3			-1			16,770		3.55			16,215		3.82			3
Consumer		17,913		4.31			16,485		4.78			17,658		4.34			9			1			17,331		4.43			15,884		4.92			9
Total loans and leases, net		93,250		3.87			98,666		4.01			95,314		3.95			-5			-2			96,613		3.90			96,605		4.13			—
Total earning assets		144,420		2.64			131,916		3.15			140,420		2.82			9			3			139,068		2.84			122,869		3.43			13
Goodwill		4,593					4,593					4,593					—			—			4,593					4,593					—
Core deposit and other intangible assets		5					16					7					-69			-34			8					21					-59
Other assets		8,704					8,038					9,017					8			-3			9,000					7,997					13
Total assets	$	157,722					144,563					154,037					9	%		2	%	$	152,669					135,480					13	%
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing deposits
Savings and interest-checking deposits	$	70,518		.04			69,133		.11			70,976		.04			2	%		-1	%	$	70,879		.05			63,590		.23			11	%
Time deposits		2,914		.40			4,113		.97			3,061		.46			-29			-5			3,263		.57			4,960		1.34			-34
Deposits at Cayman Islands office		—		—			826		.11			—		—			-100			—			181		.11			1,117		.36			-84
Total interest-bearing deposits		73,432		.05			74,072		.16			74,037		.06			-1			-1			74,323		.07			69,667		.31			7
Short-term borrowings		58		.01			64		.01			91		.01			-9			-37			68		.01			62		.05			11
Long-term borrowings		3,441		1.77			5,294		1.47			3,431		1.75			-35			—			3,537		1.76			5,803		1.88			-39
Total interest-bearing liabilities		76,931		.12			79,430		.25			77,559		.14			-3			-1			77,928		.14			75,532		.43			3
Noninterest-bearing deposits		61,012					46,904					57,218					30			7			55,666					41,683					34
Other liabilities		2,166					2,016					2,151					7			1			2,166					2,274					-5
Total liabilities		140,109					128,350					136,928					9			2			135,760					119,489					14
Shareholders' equity		17,613					16,213					17,109					9			3			16,909					15,991					6
Total liabilities and shareholders' equity	$	157,722					144,563					154,037					9	%		2	%	$	152,669					135,480					13	%
Net interest spread				2.52					2.90					2.68											2.70					3.00
Contribution of interest-free funds				.06					.10					.06											.06					.16
Net interest margin				2.58	%				3.00	%				2.74	%										2.76	%				3.16	%

17-17-17-17-17

M&T BANK CORPORATION

Reconciliation of Quarterly GAAP to Non-GAAP Measures

	Three months ended						Year ended
	December 31						December 31
	2021			2020			2021			2020
Income statement data
In thousands, except per share
Net income
Net income	$	457,968			471,140			1,858,746			1,353,152
Amortization of core deposit and other intangible assets (1)		1,447			2,313			7,532			10,993
Merger-related expenses (1)		16,062			—			33,560			—
Net operating income	$	475,477			473,453			1,899,838			1,364,145
Earnings per common share
Diluted earnings per common share	$	3.37			3.52			13.80			9.94
Amortization of core deposit and other intangible assets (1)		.01			.02			.06			.08
Merger-related expenses (1)		.12			—			.25			—
Diluted net operating earnings per common share	$	3.50			3.54			14.11			10.02
Other expense
Other expense	$	927,500			845,008			3,611,623			3,385,240
Amortization of core deposit and other intangible assets		(1,954	)		(3,129	)		(10,167	)		(14,869	)
Merger-related expenses		(21,190	)		—			(43,860	)		—
Noninterest operating expense	$	904,356			841,879			3,557,596			3,370,371
Merger-related expenses
Salaries and employee benefits	$	112			—			176			—
Equipment and net occupancy		340			—			341			—
Outside data processing and software		250			—			1,119			—
Advertising and marketing		337			—			866			—
Printing, postage and supplies		186			—			2,965			—
Other costs of operations		19,965			—			38,393			—
Other expense	$	21,190			—			43,860			—
Efficiency ratio
Noninterest operating expense (numerator)	$	904,356			841,879			3,557,596			3,370,371
Taxable-equivalent net interest income	$	937,356			993,252			3,839,509			3,883,605
Other income		578,637			551,250			2,166,994			2,088,444
Less:  Gain (loss) on bank investment securities		1,426			1,619			(21,220	)		(9,421	)
Denominator	$	1,514,567			1,542,883			6,027,723			5,981,470
Efficiency ratio		59.7	%		54.6	%		59.0	%		56.3	%
Balance sheet data
In millions
Average assets
Average assets	$	157,722			144,563			152,669			135,480
Goodwill		(4,593	)		(4,593	)		(4,593	)		(4,593	)
Core deposit and other intangible assets		(5	)		(16	)		(8	)		(21	)
Deferred taxes		1			4			2			5
Average tangible assets	$	153,125			139,958			148,070			130,871
Average common equity
Average total equity	$	17,613			16,213			16,909			15,991
Preferred stock		(1,750	)		(1,250	)		(1,438	)		(1,250	)
Average common equity		15,863			14,963			15,471			14,741
Goodwill		(4,593	)		(4,593	)		(4,593	)		(4,593	)
Core deposit and other intangible assets		(5	)		(16	)		(8	)		(21	)
Deferred taxes		1			4			2			5
Average tangible common equity	$	11,266			10,358			10,872			10,132
At end of quarter
Total assets
Total assets	$	155,107			142,601
Goodwill		(4,593	)		(4,593	)
Core deposit and other intangible assets		(4	)		(14	)
Deferred taxes		1			4
Total tangible assets	$	150,511			137,998
Total common equity
Total equity	$	17,903			16,187
Preferred stock		(1,750	)		(1,250	)
Common equity		16,153			14,937
Goodwill		(4,593	)		(4,593	)
Core deposit and other intangible assets		(4	)		(14	)
Deferred taxes		1			4
Total tangible common equity	$	11,557			10,334
(1)	After any related tax effect.
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18-18-18-18-18

M&T BANK CORPORATION

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

	Three months ended
	December 31,			September 30,			June 30,			March 31,			December 31,
	2021			2021			2021			2021			2020
Income statement data
In thousands, except per share
Net income
Net income	$	457,968			495,460			458,069			447,249			471,140
Amortization of core deposit and other intangible assets (1)		1,447			2,028			2,023			2,034			2,313
Merger-related expenses (1)		16,062			6,542			2,867			8,089			—
Net operating income	$	475,477			504,030			462,959			457,372			473,453
Earnings per common share
Diluted earnings per common share	$	3.37			3.69			3.41			3.33			3.52
Amortization of core deposit and other intangible assets (1)		.01			.02			.02			.02			.02
Merger-related expenses (1)		.12			.05			.02			.06			—
Diluted net operating earnings per common share	$	3.50			3.76			3.45			3.41			3.54
Other expense
Other expense	$	927,500			899,334			865,345			919,444			845,008
Amortization of core deposit and other intangible assets		(1,954	)		(2,738	)		(2,737	)		(2,738	)		(3,129	)
Merger-related expenses		(21,190	)		(8,826	)		(3,893	)		(9,951	)		—
Noninterest operating expense	$	904,356			887,770			858,715			906,755			841,879
Merger-related expenses
Salaries and employee benefits	$	112			60			4			—			—
Equipment and net occupancy		340			1			—			—			—
Outside data processing and software		250			625			244			—			—
Advertising and marketing		337			505			24			—			—
Printing, postage and supplies		186			730			2,049			—			—
Other costs of operations		19,965			6,905			1,572			9,951			—
Other expense	$	21,190			8,826			3,893			9,951			—
Efficiency ratio
Noninterest operating expense (numerator)	$	904,356			887,770			858,715			906,755			841,879
Taxable-equivalent net interest income	$	937,356			970,953			946,072			985,128			993,252
Other income		578,637			569,126			513,633			505,598			551,250
Less:  Gain (loss) on bank investment securities		1,426			291			(10,655	)		(12,282	)		1,619
Denominator	$	1,514,567			1,539,788			1,470,360			1,503,008			1,542,883
Efficiency ratio		59.7	%		57.7	%		58.4	%		60.3	%		54.6	%
Balance sheet data
In millions
Average assets
Average assets	$	157,722			154,037			150,641			148,157			144,563
Goodwill		(4,593	)		(4,593	)		(4,593	)		(4,593	)		(4,593	)
Core deposit and other intangible assets		(5	)		(7	)		(10	)		(13	)		(16	)
Deferred taxes		1			2			3			3			4
Average tangible assets	$	153,125			149,439			146,041			143,554			139,958
Average common equity
Average total equity	$	17,613			17,109			16,571			16,327			16,213
Preferred stock		(1,750	)		(1,495	)		(1,250	)		(1,250	)		(1,250	)
Average common equity		15,863			15,614			15,321			15,077			14,963
Goodwill		(4,593	)		(4,593	)		(4,593	)		(4,593	)		(4,593	)
Core deposit and other intangible assets		(5	)		(7	)		(10	)		(13	)		(16	)
Deferred taxes		1			2			3			3			4
Average tangible common equity	$	11,266			11,016			10,721			10,474			10,358
At end of quarter
Total assets
Total assets	$	155,107			151,901			150,623			150,481			142,601
Goodwill		(4,593	)		(4,593	)		(4,593	)		(4,593	)		(4,593	)
Core deposit and other intangible assets		(4	)		(6	)		(9	)		(12	)		(14	)
Deferred taxes		1			2			2			3			4
Total tangible assets	$	150,511			147,304			146,023			145,879			137,998
Total common equity
Total equity	$	17,903			17,529			16,720			16,447			16,187
Preferred stock		(1,750	)		(1,750	)		(1,250	)		(1,250	)		(1,250	)
Common equity		16,153			15,779			15,470			15,197			14,937
Goodwill		(4,593	)		(4,593	)		(4,593	)		(4,593	)		(4,593	)
Core deposit and other intangible assets		(4	)		(6	)		(9	)		(12	)		(14	)
Deferred taxes		1			2			2			3			4
Total tangible common equity	$	11,557			11,182			10,870			10,595			10,334
(1)	After any related tax effect.
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