[First Quarter 2024 Performance Overview](index=1&type=section&id=First%20Quarter%202024%20Performance%20Overview) [Financial Highlights](index=1&type=section&id=Financial%20Highlights) M&T Bank reported Q1 2024 net income of **$531 million**, a year-over-year decrease but sequential increase, impacted by margin compression Q1 2024 Key Financial Metrics | (Dollars in millions, except per share data) | Q1 2024 | Q4 2023 | Q1 2023 | | :--- | :--- | :--- | :--- | | Net income | $531 | $482 | $702 | | Diluted earnings per common share | $3.02 | $2.74 | $4.01 | | Net interest income | $1,680 | $1,722 | $1,818 | | Provision for credit losses | $200 | $225 | $120 | | Net interest margin | 3.52% | 3.61% | 4.04% | | CET1 capital ratio (estimated) | 11.07% | 10.98% | 10.16% | - The Common Equity Tier 1 (CET1) capital ratio improved to an estimated **11.07%** at March 31, 2024, up **9 basis points** from **10.98%** at the end of 2023[5](index=5&type=chunk) - Net interest margin narrowed to **3.52%** from **3.61%** in Q4 2023, attributed to higher liquidity, a shift from cash to investment securities, and increased deposit and borrowing costs[5](index=5&type=chunk) - First quarter expenses included **$99 million** in seasonal employee compensation and a **$29 million** incremental FDIC special assessment[5](index=5&type=chunk) [Chief Financial Officer Commentary](index=1&type=section&id=Chief%20Financial%20Officer%20Commentary) CFO Daryl N. Bible noted a solid start to 2024, with growth in specific loan portfolios, reduced CRE exposure, and strengthened capital and liquidity - The bank successfully grew certain sectors of its commercial and consumer loan portfolios[4](index=4&type=chunk) - Management continued to shrink the bank's commercial real estate (CRE) exposure[4](index=4&type=chunk) - M&T's liquidity and capital position strengthened, reflecting a stable deposit base and increased borrowings[4](index=4&type=chunk) [Detailed Financial Analysis](index=3&type=section&id=Detailed%20Financial%20Analysis) [Net Interest Income](index=3&type=section&id=Net%20Interest%20Income) Taxable-equivalent net interest income was **$1.69 billion**, declining due to a narrowing net interest margin of **3.52%**, primarily from increased interest-bearing liability costs Net Interest Income and Margin Analysis | (Dollars in millions) | Q1 2024 | Q4 2023 | Q1 2023 | | :--- | :--- | :--- | :--- | | Taxable-equivalent Net Interest Income | $1,692 | $1,735 | $1,832 | | Net interest margin | 3.52% | 3.61% | 4.04% | | Yield on average earning assets | 5.74% | 5.73% | 5.16% | | Cost of interest-bearing liabilities | 3.26% | 3.17% | 1.86% | - Compared to Q4 2023, the decrease in NII was influenced by a **$2.9 billion** increase in average borrowings and higher rates on both borrowings and deposits[11](index=11&type=chunk) - Year-over-year, the cost of interest-bearing deposits rose by **144 basis points**, and average borrowings increased by **$4.5 billion**, significantly pressuring the net interest margin[11](index=11&type=chunk) [Average Earning Assets](index=5&type=section&id=Average%20Earning%20Assets) Average earning assets grew to **$193.1 billion**, driven by higher interest-bearing deposits and commercial & industrial and consumer loans, partially offset by commercial real estate loan declines Average Earning Assets Breakdown (in millions) | Category | Q1 2024 | Q4 2023 | Q1 2023 | | :--- | :--- | :--- | :--- | | Interest-bearing deposits at banks | $30,647 | $30,153 | $24,312 | | Investment securities | $28,587 | $27,490 | $27,622 | | Commercial and industrial loans | $56,821 | $55,420 | $52,510 | | Real estate - commercial loans | $32,696 | $33,455 | $35,245 | | Total earning assets | $193,135 | $190,536 | $184,069 | - Sequentially, average loans and leases increased by **$1.0 billion**, led by growth in commercial & industrial and consumer loans, while commercial real estate loans declined[16](index=16&type=chunk) [Average Interest-bearing Liabilities](index=6&type=section&id=Average%20Interest-bearing%20Liabilities) Average interest-bearing liabilities increased to **$131.5 billion**, primarily due to significant rises in short-term and long-term borrowings and a shift to interest-bearing deposit products Average Interest-bearing Liabilities Breakdown (in millions) | Category | Q1 2024 | Q4 2023 | Q1 2023 | | :--- | :--- | :--- | :--- | | Total interest-bearing deposits | $115,450 | $114,589 | $99,683 | | Short-term borrowings | $6,228 | $5,156 | $4,994 | | Long-term borrowings | $9,773 | $7,901 | $6,511 | | Total interest-bearing liabilities | $131,451 | $127,646 | $111,188 | - Compared to Q4 2023, average borrowings increased by **$2.9 billion**, mainly due to a senior notes issuance and higher FHLB borrowings[19](index=19&type=chunk) [Provision for Credit Losses and Asset Quality](index=7&type=section&id=Provision%20for%20Credit%20Losses%20and%20Asset%20Quality) Provision for credit losses was **$200 million**, down sequentially but up significantly year-over-year, reflecting commercial real estate pressures and higher interest rates, with nonaccrual loans at **$2.3 billion** Asset Quality Metrics (in millions) | Metric | Q1 2024 | Q4 2023 | Q1 2023 | | :--- | :--- | :--- | :--- | | Provision for credit losses | $200 | $225 | $120 | | Net charge-offs | $138 | $148 | $70 | | Net charge-offs as % of avg. loans | 0.42% | 0.44% | 0.22% | | Nonaccrual loans | $2,302 | $2,166 | $2,557 | | Allowance for credit losses as % of loans | 1.62% | 1.59% | 1.49% | - Higher provisions in recent quarters reflect declines in commercial real estate values and deteriorating performance of loans to commercial borrowers, including nonautomotive dealers and healthcare facilities[21](index=21&type=chunk) - Nonaccrual loans increased by **$136 million** from Q4 2023, largely due to an increase in commercial and industrial nonaccruals, partially offset by a decrease in commercial real estate nonaccruals[22](index=22&type=chunk) [Noninterest Income](index=8&type=section&id=Noninterest%20Income) Noninterest income was **$580 million**, stable sequentially but down 1% year-over-year, boosted by a **$25 million** distribution but offset by lower mortgage banking and trust income from a business sale Noninterest Income Breakdown (in millions) | Category | Q1 2024 | Q4 2023 | Q1 2023 | | :--- | :--- | :--- | :--- | | Mortgage banking revenues | $104 | $112 | $85 | | Service charges on deposit accounts | $124 | $121 | $113 | | Trust income | $160 | $159 | $194 | | Other revenues from operations | $152 | $145 | $159 | | Total | $580 | $578 | $587 | - Other revenues from operations increased sequentially due to a **$25 million** distribution from Bayview Lending Group LLC[25](index=25&type=chunk) - Trust income decreased by **$34 million** year-over-year, reflecting the sale of the company's Collective Investment Trust (CIT) business in April 2023[25](index=25&type=chunk) [Noninterest Expense](index=9&type=section&id=Noninterest%20Expense) Noninterest expense was **$1.40 billion**, decreasing sequentially due to a lower FDIC special assessment but increasing year-over-year due to higher salaries and an incremental FDIC assessment Noninterest Expense Breakdown (in millions) | Category | Q1 2024 | Q4 2023 | Q1 2023 | | :--- | :--- | :--- | :--- | | Salaries and employee benefits | $833 | $724 | $808 | | FDIC assessments | $60 | $228 | $30 | | Professional and other services | $85 | $99 | $125 | | Other costs of operations | $134 | $110 | $115 | | Total | $1,396 | $1,450 | $1,359 | - Salaries and benefits expense increased by **$109 million** sequentially, reflecting annual merit increases and **$99 million** of seasonally higher compensation and taxes[28](index=28&type=chunk) - FDIC assessments in Q1 2024 included a **$29 million** incremental special assessment, compared to a **$197 million** special assessment in Q4 2023[28](index=28&type=chunk) [Income Taxes](index=10&type=section&id=Income%20Taxes) The effective tax rate for Q1 2024 was **20.0%**, lower than prior quarters due to a net discrete tax benefit from resolving a tax matter related to the People's United Financial acquisition - The effective tax rate was **20.0%** in Q1 2024, compared to **22.9%** in Q4 2023 and **24.2%** in Q1 2023[29](index=29&type=chunk) - The lower tax rate reflects a net discrete tax benefit from resolving a tax matter related to the People's United Financial, Inc. acquisition[29](index=29&type=chunk) [Capital](index=10&type=section&id=Capital) M&T's capital position strengthened, with the estimated Common Equity Tier 1 (CET1) ratio increasing to **11.07%**, remaining well above regulatory minimums, with dividends declared but no common stock repurchases Capital Ratios | Ratio | Q1 2024 (est.) | Q4 2023 | Q1 2023 | | :--- | :--- | :--- | :--- | | CET1 | 11.07% | 10.98% | 10.16% | | Tier 1 capital | 12.37% | 12.29% | 11.48% | | Total capital | 14.03% | 13.99% | 13.28% | - M&T did not repurchase any shares of its common stock in Q1 2024, compared to repurchasing **3.8 million** shares for **$600 million** in Q1 2023[31](index=31&type=chunk) [Financial Statements and Reconciliations](index=12&type=section&id=Financial%20Statements%20and%20Reconciliations) [Financial Highlights and Trends](index=12&type=section&id=Financial%20Highlights%20and%20Trends) This section provides a comparative view of M&T's financial performance, highlighting key metrics for Q1 2024 versus Q1 2023, five-quarter trends, and recent credit quality metrics Performance Comparison: Q1 2024 vs Q1 2023 | (Dollars in millions, except per share) | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Net income | $531 | $702 | -24% | | Diluted earnings per common share | $3.02 | $4.01 | -25% | | Taxable-equivalent net interest income | $1,692 | $1,832 | -8% | | Net interest margin | 3.52% | 4.04% | | Five Quarter Net Interest Margin Trend | Quarter | Net Interest Margin (%) | | :--- | :--- | | Q1 2024 | 3.52% | | Q4 2023 | 3.61% | | Q3 2023 | 3.79% | | Q2 2023 | 3.91% | | Q1 2023 | 4.04% | [Condensed Consolidated Financial Statements](index=14&type=section&id=Condensed%20Consolidated%20Financial%20Statements) The condensed consolidated financial statements provide detailed line-item data for the Statement of Income, Balance Sheet, and Average Balance Sheet, offering a comprehensive view of the company's financial position and performance - The Condensed Consolidated Statement of Income shows a year-over-year decrease in net interest income and an increase in provision for credit losses, leading to a **24%** decline in net income[45](index=45&type=chunk) - The Condensed Consolidated Balance Sheet as of March 31, 2024, shows total assets of **$215.1 billion**, up **6%** from a year ago, driven by increases in interest-bearing deposits at banks and net loans[48](index=48&type=chunk) - Total deposits grew **5%** year-over-year to **$167.2 billion**, with a significant shift from noninterest-bearing (**-16%**) to interest-bearing deposits (**+18%**)[48](index=48&type=chunk) [Reconciliation of GAAP to Non-GAAP Measures](index=19&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Measures) This section reconciles GAAP results to non-GAAP measures, with Q1 2024 diluted net operating earnings at **$3.09** per share, primarily adjusted for after-tax amortization of core deposit and other intangible assets Q1 2024 GAAP to Non-GAAP Reconciliation | (per share) | GAAP ($) | Adjustments ($) | Non-GAAP ($) | | :--- | :--- | :--- | :--- | | Diluted earnings per common share | $3.02 | $0.07 | $3.09 | - Non-GAAP measures exclude the after-tax effect of amortization of core deposit and other intangible assets, which management considers to be 'nonoperating' in nature[8](index=8&type=chunk)

Financial Position - As of December 31, 2023, M&T had consolidated total assets of $208.3 billion, deposits of $163.3 billion, and shareholders' equity of $27.0 billion[13]. - M&T Bank, representing over 99% of consolidated assets, had total assets of $207.8 billion, deposits of $167.3 billion, and shareholders' equity of $25.7 billion as of December 31, 2023[17]. - The combined total assets and shareholders' equity of the equipment leasing and financing services subsidiaries acquired from People's United was $6.6 billion and $440 million, respectively, at December 31, 2023[28]. - Wilmington Trust Company had total assets of $1.1 billion and revenues of $142 million in 2023[24]. - M&T Securities recorded $13 million of revenue in 2023, with total assets of $56 million and shareholders' equity of $55 million as of December 31, 2023[20]. - Wilmington Trust, N.A. had total assets of $683 million and deposits of $6 million as of December 31, 2023[19]. Acquisition and Expansion - Following the acquisition of People's United on April 1, 2022, M&T expanded its geographical footprint and expects benefits from greater geographical diversity and scale[15]. - The company intends to continue pursuing acquisition opportunities to complement its business and geographic reach[16]. - M&T's subsidiaries include various entities providing investment advisory services, with combined revenues of $449 million for the equipment leasing and financing services subsidiaries in 2023[28]. Capital and Regulatory Requirements - M&T's SCB (Stress Capital Buffer) of 4.0% became effective on October 1, 2023, resulting in a CET1 capital requirement of 8.5%[55]. - M&T is classified as a Category IV BHC, which subjects it to less stringent liquidity risk management and reporting requirements compared to higher categories[60]. - The proposed capital framework revisions would require Category IV firms, including M&T, to include all accumulated other comprehensive income components in regulatory capital starting July 1, 2028[45]. - M&T's minimum capital ratios include 4.5% CET1 to RWA, 6.0% Tier 1 capital to RWA, and 8.0% Total capital to RWA[50]. - The Federal Reserve conducts supervisory stress tests for Category IV firms biennially, with M&T participating in the 2023 test due to its acquisition of People's United[53]. - M&T's ability to make capital distributions is contingent on maintaining its SCB above minimum CET1 risk-based, Tier-1 risk-based, and total risk-based capital requirements[58]. - The capital conservation buffer for M&T's bank subsidiaries is set at 2.5% of RWA[48]. - M&T's capital plans must be submitted annually, incorporating various economic scenarios and ensuring capital adequacy[56]. - The Tailoring Rules exempt Category IV firms from LCR and NSFR requirements, focusing instead on enhanced liquidity standards[60]. - M&T's regulatory capital ratios are subject to adjustments based on risk weights assigned to its assets and off-balance sheet items[46]. Special Assessments and Insurance - The FDIC finalized a rule imposing a special assessment to recover approximately $16.3 billion in costs related to certain failed banks, with M&T's estimated total assessments at $197 million[74]. - The special assessments will be collected at an annual rate of approximately 13.4 basis points per year over eight quarters in 2024 and 2025, starting January 1, 2024[74]. - The FDIC increased initial base deposit insurance assessment rates by 2 basis points starting in 2023 to restore the DIF reserve ratio to meet or exceed the statutory minimum of 1.35% by September 30, 2028[73]. Compliance and Regulatory Environment - The Dodd-Frank Act requires federal bank regulatory agencies to establish regulations prohibiting excessive incentive-based payment arrangements for entities with at least $1 billion in total assets, including M&T[78]. - M&T Bank submitted its most recent resolution plan to the FDIC in November 2022, following the FDIC's requirement for IDIs with $50 billion or more in total assets to submit periodic plans for resolution[82]. - The FDIC proposed amendments to resolution planning requirements for IDIs with $100 billion or more in total assets, requiring submission on a two-year cycle[83]. - The FDIC's risk-based premium assessment system determines assessment rates based on average total assets minus average tangible equity, with larger institutions like M&T using performance and loss-severity scores[71]. - Institutions categorized as undercapitalized must submit a capital restoration plan to their federal banking regulator, with restrictions on increasing total assets and accepting brokered deposits[68]. - The Federal Reserve may not approve transactions that would result in a monopoly or substantially lessen competition in the banking sector[76]. - The Federal Reserve proposed a rule requiring Category II through IV BHCs and IDIs with $100 billion or more in consolidated assets to maintain eligible long-term debt equal to the greatest of 6% of RWAs, 3.5% of total consolidated assets, or 2.5% of total leverage exposure[84]. - The FDIC has the authority to transfer assets and liabilities of an insolvent IDI to a new depository institution without creditor approval, which could impact the treatment of debt holders[85]. - Under the Dodd-Frank Act, the FDIC may be appointed as receiver for systemically important financial companies, allowing for liquidation if the institution is in default or poses a risk to financial stability[87]. Consumer and Market Regulations - The proposed rule by the CFPB on October 19, 2023, would require banks to make consumer data available upon request, enhancing consumer control over financial data[100]. - The Federal Reserve proposed amendments to interchange fees, reducing the maximum permissible fee for debit transactions from 21 cents to 14.4 cents, with an increase in fraud prevention adjustments[101]. - The CFPB proposed a rule on January 17, 2024, that would reform overdraft practices, potentially increasing compliance costs for banks with over $10 billion in assets[102]. Community Engagement and Workforce - M&T Bank currently holds an "Outstanding" CRA rating from both the Federal Reserve and NYSDFS, indicating strong performance in meeting community credit needs[105]. - The final rule to modernize CRA regulations will take effect on April 1, 2024, with certain compliance provisions starting as late as January 1, 2027[106]. - As of December 31, 2023, the company employed 22,223 full-time and part-time employees, with approximately 46% located in New York[117]. - The average tenure of the company's employees is 9.6 years, while the average tenure of executive officers is 17.0 years[118]. - In 2023, 44% of total corporate hires were people of color, and 55% were women, reflecting the company's commitment to diversity[120]. - The company conducted 18 "Annual Engagement Surveys" since 2001, with average participation rates around 90%[122]. - In 2023, M&T employees volunteered approximately 249,000 hours and served on the boards of 946 not-for-profit organizations[123]. - The company has a talent acquisition strategy that includes an Employee Referral Program, which accounted for 19% of new hires in 2023[119]. Risk Factors - The company faces extensive competition from various financial services entities, including fintech companies that offer traditional banking products[127]. - The financial services industry is highly competitive, which could adversely affect the Company's revenue and profitability[135]. - Economic conditions, including inflationary pressures and geopolitical uncertainties, may negatively impact the Company's business and financial performance[138]. - The Federal Reserve raised benchmark interest rates in 2022 and 2023, which could materially affect the Company's profitability and the value of its assets and liabilities[141]. - A decrease in demand for loans and other products could result from poor economic conditions, impacting net interest income and overall financial performance[139]. - The Company's core banking business is concentrated in the Northeast and Mid-Atlantic regions, making it vulnerable to adverse economic changes in those areas[147]. - The Company faces operational risks, including potential cybersecurity breaches, which could lead to reputational damage and financial exposure[135]. - Changes in accounting standards and management's accounting methods could impact the Company's reported financial condition and results of operations[135]. - The Company is subject to extensive government regulation, and failure to comply could result in significant penalties and reputational damage[152]. - Volatility in debt and equity markets can significantly affect the Company's performance, particularly due to its financial asset and liability structure[145]. - The discontinuation of benchmark rates could adversely impact the Company's business and operational results[148]. - M&T's capital and liquidity requirements may become more stringent due to regulatory changes, potentially limiting its business activities and ability to return capital to shareholders[157]. - M&T's reliance on core customer deposits as a stable funding source may be challenged by increased competition and rising interest rates, potentially raising funding costs[177]. - The company maintains an allowance for credit losses, reflecting expected losses in its loan portfolio, but there is no assurance that this allowance will cover all potential credit losses[169]. - Regulatory changes following the failures of large banks in 2023 may lead to revised liquidity requirements for M&T, impacting its competitive position[175]. - M&T's ability to return capital to shareholders is contingent upon meeting capital ratios exceeding specified minimum levels and regulatory approvals[160]. - The company faces credit risk from deteriorating credit quality, influenced by economic conditions and real estate valuations, particularly in commercial and residential sectors[165]. - M&T's liquidity could be adversely affected by negative market conditions or reputational damage, leading to potential loss of customer deposits[174]. - The company relies on dividends from its subsidiaries for liquidity, which are subject to regulatory limitations and could impact its ability to pay dividends on its stock[180]. Operational and Cybersecurity Risks - The Company faces challenges in obtaining regulatory approval for acquisitions, which may delay or prevent the realization of expected benefits from such transactions[184]. - Integration risks from acquisitions, such as the People's United acquisition in April 2022, could adversely impact the Company's business and financial condition[185]. - The Company is competing for skilled personnel against less regulated financial technology providers, which may increase recruitment and compensation costs[186]. - The Company's compensation practices are subject to regulatory oversight, and changes in these regulations could affect its ability to attract and retain qualified employees[187]. - Operational risks, including human error, fraud, and data security breaches, could create significant legal and financial exposure for the Company[188][189]. - Cybersecurity threats have increased significantly, with potential impacts on customer confidence and operational costs due to breaches or attacks[191][194]. - The Company has experienced incidents involving third-party vendors that compromised customer information, highlighting vulnerabilities in its security measures[193]. - The reliance on cloud service providers introduces additional risks, including system failures and cybersecurity attacks, which could adversely affect the Company's operations[195]. - The Company is subject to privacy laws, and non-compliance could lead to liability and reputational damage[200]. - The Company is subject to various privacy and data protection laws, which may impose operational burdens and increase risks associated with customer data usage[201]. - Compliance with privacy-related laws may significantly increase the time and resources needed for the Company, impacting its management of personal data[202]. - The Company relies on third-party service providers for key business infrastructure, and any disruption in their services could adversely affect operations[203]. - The Company may not be fully insured against losses from third-party failures, which could lead to increased operational costs[204]. Legal and Accounting Risks - Legal proceedings and regulatory inquiries could result in significant civil or criminal penalties, adversely impacting the Company's financial condition[207]. - The Company establishes accruals for legal proceedings but may face higher ultimate losses than accrued amounts due to the unpredictability of legal outcomes[208]. - Changes in accounting standards could materially impact the Company's reported financial condition and results of operations[209]. - Management's selection of accounting methods and estimates may lead to material losses if underlying assumptions are incorrect[210]. - The Company's quantitative models for business planning may perform poorly, leading to inadequate information for decision-making[212].

Financial Performance - Full Year 2023 - Revenues grew +18% YoY to $9.6 billion[126] - PPNR grew +22% YoY to $4.2 billion[33] Financial Performance - Fourth Quarter 2023 - Revenues declined -8% YoY to $2.3 billion[129] - PPNR declined -9% YoY to $1.0 billion[35] - Diluted EPS declined -36% YoY[15] - Net interest margin declined -18 bps QoQ to 3.61%[130] Balance Sheet - Average deposits increased +$2.0 billion or +1% QoQ[24] - CRE loans declined -2% (-$834 million) QoQ[39] - CET1 capital ratio increased +3 bps to 10.98%[74]

Financial Data and Key Metrics Changes - For the full year 2023, the company generated pre-tax pre-provision revenue (PPNR) of $4.2 billion, up 22% from 2022, with a positive operating leverage of 3.9% [5] - Diluted GAAP earnings per common share for Q4 2023 were $2.74, and adjusted diluted earnings per common share were $3.62, excluding the FDIC special assessment [16] - The net interest margin decreased to 3.61%, down 18 basis points from the linked quarter, primarily due to an unfavorable deposit mix shift and higher rates on customer deposit funding [44] Business Line Data and Key Metrics Changes - Average loans and leases increased slightly, with growth in commercial and industrial (C&I) and consumer loans, while declines were noted in commercial real estate (CRE) and residential mortgage loans [7] - Non-interest income for Q4 was $578 million, up 3% sequentially, driven by strong commercial mortgage banking revenues and higher trust income [8] - Non-accrual loans decreased by $176 million from the linked quarter to $2.2 billion, with a non-accrual ratio of 1.62% [9] Market Data and Key Metrics Changes - Average deposits grew by $2 billion to $164.7 billion, with a decline in average demand deposits reflecting a shift towards higher-yielding products [18] - The company expects average deposits in 2024 to be in the range of $163 billion to $165 billion, focusing on growing customer deposits at a reasonable cost [52] Company Strategy and Development Direction - The company aims to leverage strong capital and liquidity levels to grow new customer accounts while reducing asset sensitivity [15] - There is a focus on optimizing resources for expense savings and revenue generation, particularly in the New England and Long Island markets [26] - The integration of People’s United is complete, and the company is confident in realizing potential post-merger benefits [30] Management's Comments on Operating Environment and Future Outlook - Management anticipates a soft landing scenario for the economy, with potential for mild recession due to the lagged impact of rate hikes [50] - The outlook for net interest income is projected to be in the range of $6.7 billion to $6.8 billion, reflecting the impact of higher deposit funding costs [51] - The company expects net charge-offs for the full year to be near 40 basis points, indicating ongoing credit cost normalization [54] Other Important Information - The company’s CET1 ratio at the end of 2023 was estimated at 10.98%, reflecting strong capital generation [22] - Non-interest expenses for Q4 were $1.45 billion, down 2% from the linked quarter, with an adjusted efficiency ratio of 53.6% [46] - The company has made enhancements to financial reporting, including reclassifying owner-occupied loans to better align with management practices [29] Q&A Session Summary Question: What is the comfortable level of CET1 on a long-term basis? - Management indicated a preference to operate with a buffer of 50 to 100 basis points over regulatory requirements [32] Question: Can the company maintain a long-term track record of lower credit losses despite increases in criticized loans? - Management expressed confidence, noting that increases in criticized loans are primarily interest rate driven and that overall performance remains strong [34] Question: What is the outlook for net interest income given potential rate cuts? - Management expects net interest income to stabilize and potentially grow in the second half of the year, depending on rate cuts [38] Question: What is the appetite for bank acquisitions in the next 12 to 18 months? - Management stated that while there is a focus on organic growth, they remain open to acquisition opportunities if they align with strategic goals [75] Question: How does the company view the current state of criticized loans? - Management noted that the increase in criticized loans is largely a reflection of market conditions rather than changes in underwriting standards [82]

```markdown Part I. Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for M&T Bank Corporation as of September 30, 2023, and for the three and nine months then ended, including detailed notes on accounting policies and financial details [Consolidated Financial Statements](index=4&type=section&id=Consolidated%20Financial%20Statements) Consolidated Balance Sheet Highlights (Unaudited) | (In thousands) | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | $209,124,316 | $200,729,841 | | Loans and leases, net | $130,302,558 | $129,638,832 | | **Total Deposits** | $164,127,807 | $163,514,868 | | **Total Liabilities** | $182,927,814 | $175,411,851 | | **Total Shareholders' Equity** | $26,196,502 | $25,317,990 | Consolidated Income Statement Highlights (Unaudited) | (In thousands, except per share) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $1,775,388 | $1,678,691 | $5,392,781 | $3,994,582 | | Provision for credit losses | $150,000 | $115,000 | $420,000 | $427,000 | | Total Other Income | $559,581 | $563,079 | $1,949,885 | $1,675,066 | | Total Other Expense | $1,277,538 | $1,279,253 | $3,929,327 | $3,642,148 | | **Net Income** | **$689,941** | **$646,596** | **$2,258,599** | **$1,226,292** | | **Diluted EPS** | **$3.98** | **$3.53** | **$13.05** | **$7.14** | [Notes to Financial Statements](index=9&type=section&id=Notes%20to%20Financial%20Statements) - On April 1, 2022, M&T completed the acquisition of People's United Financial, Inc. for a total purchase price of approximately **$8.4 billion**, issuing **50.3 million** common shares, which added **$3.9 billion** in goodwill[23](index=23&type=chunk)[24](index=24&type=chunk)[28](index=28&type=chunk) - The company completed the sale of its Collective Investment Trust (CIT) business on April 29, 2023, resulting in a pre-tax gain of **$225 million**, included in other revenues from operations[31](index=31&type=chunk) Allowance for Credit Losses Activity (Nine Months Ended Sep 30, 2023) | (In thousands) | Commercial, Financial, Leasing, etc. | Real Estate - Commercial | Real Estate - Residential | Consumer | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Beginning balance | $502,153 | $676,684 | $115,092 | $631,402 | $1,925,331 | | Provision for credit losses | $69,801 | $290,672 | ($955) | $60,482 | $420,000 | | Net charge-offs | ($34,256) | ($175,376) | $357 | ($83,929) | ($293,204) | | **Ending balance** | **$537,698** | **$791,980** | **$114,494** | **$607,955** | **$2,052,127** | - The FDIC has proposed a special assessment to recover costs from the Deposit Insurance Fund (DIF) related to the failures of Silicon Valley Bank and Signature Bank, with M&T's total estimated assessment of **$183 million** expected to be recorded as an expense in the quarter of enactment[130](index=130&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=53&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) M&T Bank's financial performance in Q3 2023 was shaped by the high interest rate environment, leading to increased net interest income year-over-year but a narrowing net interest margin compared to the prior quarter, with net income rising to **$690 million**, up **7%** from Q3 2022, driven by higher asset yields, though falling **20%** from Q2 2023 due to a **$225 million** gain on the sale of the CIT business in the prior quarter, while the provision for credit losses remained steady at **$150 million**, reflecting ongoing pressure on commercial real estate values, and the bank's capital position remains strong, with a CET1 ratio of **10.95%** [Summary of Financial Results](index=53&type=section&id=Summary%20of%20Financial%20Results) Q3 2023 Key Financial Performance | Metric | Q3 2023 | Q3 2022 | Q2 2023 | | :--- | :--- | :--- | :--- | | Net Income | $690M | $647M | $867M | | Diluted EPS | $3.98 | $3.53 | $5.05 | | Net Interest Income (Taxable-equivalent) | $1.79B | $1.69B | $1.81B | | Net Interest Margin | 3.79% | 3.68% | 3.91% | | Provision for Credit Losses | $150M | $115M | $150M | | Return on Average Assets | 1.33% | 1.28% | 1.70% | - Net income for the first nine months of 2023 increased by **$1.03 billion** to **$2.26 billion** compared to the same period in 2022, primarily due to an additional quarter of operations from the People's United acquisition, higher asset yields, and a **$225 million** gain on the sale of the CIT business, partially offset by the absence of **$535 million** in merger-related expenses incurred in 2022[152](index=152&type=chunk) - The company did not repurchase any common stock in Q2 or Q3 2023, but in the first nine months of 2023, M&T repurchased **3.8 million** shares for **$600 million**, compared to **6.8 million** shares for **$1.2 billion** in the same period of 2022[153](index=153&type=chunk) [Taxable-equivalent Net Interest Income](index=55&type=section&id=Taxable-equivalent%20Net%20Interest%20Income) - Taxable-equivalent net interest income rose to **$1.79 billion** in Q3 2023 from **$1.69 billion** in Q3 2022, with the net interest margin (NIM) expanding **11 basis points** to **3.79%**, driven by higher yields on earning assets due to FOMC rate hikes[159](index=159&type=chunk) - Compared to Q2 2023, taxable-equivalent net interest income fell by **$23 million**, and the NIM narrowed by **12 basis points** from **3.91%**, caused by the rising cost of interest-bearing liabilities outpacing the increase in asset yields[159](index=159&type=chunk) Average Loan and Lease Balances - Q3 2023 | Loan Category (in millions) | Q3 2023 | % Change from Q3 2022 | % Change from Q2 2023 | | :--- | :--- | :--- | :--- | | Commercial, financial, etc. | $44,625 | 16% | 0% | | Real estate — commercial | $44,230 | -4% | -2% | | Real estate — consumer | $23,573 | 3% | -1% | | Consumer | $20,189 | 1% | 0% | | **Total** | **$132,617** | **4%** | **-1%** | - Average core deposits were **$147.3 billion** in Q3 2023, down **9%** from **$162.8 billion** in Q3 2022, as customers shifted funds to higher-rate alternatives, though they saw a slight increase from **$146.8 billion** in Q2 2023[173](index=173&type=chunk) [Provision for Credit Losses and Credit Quality](index=66&type=section&id=Provision%20for%20Credit%20Losses%20and%20Credit%20Quality) - The provision for credit losses was **$150 million** in Q3 2023, consistent with Q2 2023 but up from **$115 million** in Q3 2022, reflecting continued economic uncertainty and downward pressure on commercial real estate values, particularly in the healthcare and office sectors[210](index=210&type=chunk) Net Charge-Offs (NCOs) - Q3 2023 | Loan Category (in thousands) | Q3 2023 NCOs | Annualized NCO Rate | | :--- | :--- | :--- | | Commercial, financial, leasing, etc. | $19,868 | 0.18% | | Real estate - Commercial | $47,284 | 0.42% | | Real estate - Residential | $508 | 0.01% | | Consumer | $28,579 | 0.56% | | **Total** | **$96,239** | **0.29%** | Nonperforming Asset Trends | (In thousands) | Sep 30, 2023 | Jun 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | :--- | | Nonaccrual loans | $2,341,938 | $2,435,581 | $2,438,435 | | **Total nonperforming assets** | **$2,379,035** | **$2,478,301** | **$2,479,810** | | Nonaccrual loans to total loans | 1.77% | 1.83% | 1.85% | - Criticized commercial and commercial real estate loans totaled **$11.1 billion** at September 30, 2023, with investor-owned commercial real estate loans comprising **$8.0 billion** (**72%**) of this total, showing notable pressure in the hotel, office, retail, multi-family, and healthcare sectors[232](index=232&type=chunk) [Other Income](index=75&type=section&id=Other%20Income) Other Income Components - Q3 2023 | (In thousands) | Q3 2023 | Q3 2022 | Q2 2023 | | :--- | :--- | :--- | :--- | | Mortgage banking revenues | $104,478 | $83,041 | $107,112 | | Service charges on deposit accounts | $121,360 | $115,213 | $118,697 | | Trust income | $155,092 | $186,577 | $172,463 | | Other revenues from operations | $142,519 | $153,189 | $362,015 | | **Total other income** | **$559,581** | **$563,079** | **$803,171** | - The significant decrease in 'Other revenues from operations' from Q2 2023 to Q3 2023 is primarily due to the **$225 million** gain on the sale of the CIT business recorded in the second quarter[267](index=267&type=chunk) - Trust income declined **17%** year-over-year and **10%** quarter-over-quarter, mainly due to the divestiture of the CIT business in April 2023, which resulted in a **$41 million** reduction in ICS trust income compared to Q3 2022[263](index=263&type=chunk) [Other Expense](index=79&type=section&id=Other%20Expense) Other Expense Components - Q3 2023 | (In thousands) | Q3 2023 | Q3 2022 | Q2 2023 | | :--- | :--- | :--- | :--- | | Salaries and employee benefits | $726,940 | $736,354 | $737,665 | | Equipment and net occupancy | $130,842 | $127,117 | $128,689 | | Outside data processing and software | $110,691 | $95,068 | $106,438 | | Other costs of operations | $227,893 | $238,059 | $234,338 | | **Total other expense** | **$1,277,538** | **$1,279,253** | **$1,292,559** | - Total other expense in Q3 2022 included **$53 million** in merger-related costs; excluding these nonoperating items, noninterest operating expenses increased from **$1.21 billion** in Q3 2022 to **$1.26 billion** in Q3 2023[266](index=266&type=chunk) - The efficiency ratio was **53.7%** in Q3 2023, compared to **53.6%** in Q3 2022 and **48.9%** in Q2 2023, with the lower ratio in Q2 2023 influenced by the gain on the CIT business sale[269](index=269&type=chunk) [Capital](index=81&type=section&id=Capital) Key Capital Ratios and Metrics | Metric | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | CET1 Capital Ratio | 10.95% | N/A | | Tier 1 Capital Ratio | 12.27% | N/A | | Total Capital Ratio | 13.99% | N/A | | Tier 1 Leverage Ratio | 9.43% | N/A | | Tangible Equity per Common Share | $93.99 | $86.59 | | Tangible Common Equity to Tangible Assets | 7.78% | 7.63% | - M&T's stress capital buffer requirement was **4.7%** at September 30, 2023, which was reduced to **4.0%** effective October 1, 2023, based on the Federal Reserve's latest stress test results[284](index=284&type=chunk) - The federal banking agencies issued a proposed rule on July 27, 2023, that would modify regulatory capital requirements for large banks, including M&T, and the company is currently evaluating its potential impact[287](index=287&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=92&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk, arising from its core lending and deposit-taking activities, which M&T manages by modeling net interest income under various rate scenarios and using derivatives like interest rate swaps, with a **+100 basis point** parallel rate shift estimated to increase net interest income by **$64.0 million** over 12 months, while a **-100 basis point** shift is estimated to decrease it by **$100.4 million** as of September 30, 2023 Sensitivity of Net Interest Income to Interest Rate Changes | Changes in interest rates | Calculated Increase (Decrease) in Projected Net Interest Income (in thousands) | | :--- | :--- | | | **September 30, 2023** | | +200 basis points | $68,953 | | +100 basis points | $63,958 | | -100 basis points | ($100,361) | | -200 basis points | ($192,878) | - The company uses interest rate swaps to manage interest rate risk, with a notional amount of **$16.6 billion** in effect for risk management and an additional **$9.4 billion** in forward-starting swaps as of September 30, 2023[200](index=200&type=chunk) [Controls and Procedures](index=92&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of September 30, 2023, with no material changes to internal control over financial reporting identified during the quarter - The CEO and CFO concluded that M&T's disclosure controls and procedures were effective as of the end of the period covered by this report (September 30, 2023)[318](index=318&type=chunk) - There were no changes in the company's internal control over financial reporting during the third quarter of 2023 that have materially affected, or are reasonably likely to materially affect, these controls[319](index=319&type=chunk) Part II. Other Information [Legal Proceedings](index=93&type=section&id=Item%201.%20Legal%20Proceedings) M&T and its subsidiaries are involved in various legal proceedings in the normal course of business, with liabilities recorded for probable and estimable losses, and the range of reasonably possible losses beyond existing liabilities estimated to be between **$0** and **$25 million** as of September 30, 2023 - The company estimates the range of reasonably possible losses for pending legal matters, beyond existing recorded liabilities, to be between **$0** and **$25 million** as of September 30, 2023[322](index=322&type=chunk) [Risk Factors](index=93&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors disclosed in the company's 2022 Annual Report on Form 10-K - No material changes in risk factors have occurred since those disclosed in the 2022 Annual Report[323](index=323&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=93&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the third quarter of 2023, M&T did not repurchase any shares under its publicly announced stock repurchase program, though **1,728** shares were acquired through employee stock plan-related transactions, and as of September 30, 2023, approximately **$1.2 billion** remained authorized for repurchase under the current program Issuer Purchases of Equity Securities (Q3 2023) | Period | Total Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Publicly Announced Program | Maximum Dollar Value Remaining for Repurchase | | :--- | :--- | :--- | :--- | :--- | | July 2023 | 0 | $0.00 | 0 | $1,200,060,000 | | August 2023 | 0 | $0.00 | 0 | $1,200,060,000 | | September 2023 | 1,728 | $126.97 | 0 | $1,200,060,000 | [Exhibits](index=94&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications under the Sarbanes-Oxley Act (Sections 302 and 906) and the Inline XBRL data files - The exhibits filed with this report include certifications from the CEO and CFO as required by Sections 302 and 906 of the Sarbanes-Oxley Act, as well as Inline XBRL filings[327](index=327&type=chunk) ```

Financial Performance - Revenues grew by 4% year-over-year to $2.3 billion[32] - Pre-Provision Net Revenue (PPNR) increased by 4% year-over-year to $1.1 billion[32] - Diluted Earnings Per Share (EPS) increased by 13% year-over-year[32] - Diluted net operating EPS increased 6% year-over-year to $4.05[36] - Net Interest Margin decreased by 12 bps quarter-over-quarter to 3.79%[38] Balance Sheet - Average loans decreased by 1% quarter-over-quarter, a decrease of $0.9 billion[51] - Commercial & Industrial (C&I) loans increased slightly by $94 million quarter-over-quarter[51] - Commercial Real Estate (CRE) loans declined by 2%, a decrease of $714 million quarter-over-quarter[51] - Residential mortgage loans decreased by 1%, a decrease of $208 million quarter-over-quarter[51] - Tangible book value per share grew by 3% quarter-over-quarter to $93.99[36] ESG Commitment - $231.6 million invested in the renewable energy sector[28] - 13% reduction in electricity consumption since 2019[28]

Financial Data and Key Metrics Changes - M&T's net operating income for Q3 2023 was $702 million, with diluted net operating earnings per share at $4.05, and a net operating return on tangible common equity of 17.41% [7] - Taxable equivalent net interest income decreased to $1.79 billion, down $23 million from the previous quarter, with a net interest margin of 3.79%, down 12 basis points [8] - Non-interest expenses were $1.28 billion, down $15 million from the linked quarter, resulting in an efficiency ratio of 53.7% [12] Business Line Data and Key Metrics Changes - Average loans and leases decreased by 1% to $132.6 billion, with C&I loans slightly increasing to $44.6 billion, while average CRE loans decreased by 2% to $44.2 billion [9] - Average investment securities decreased to $28 billion, with cash held at the Fed and investment securities totaling $59.2 billion, representing 28% of total assets [10] - Non-interest income totaled $560 million, down from $803 million in the linked quarter, primarily due to the absence of gains from the sale of the CIT business [32] Market Data and Key Metrics Changes - Average total deposits grew by $3.3 billion, with average customer deposits increasing by $1 billion, although demand deposits declined by $2.3 billion [31] - The allowance for credit losses increased to $2.1 billion, with net charge-offs at $96 million, down from $127 million in the linked quarter [33] Company Strategy and Development Direction - M&T Bank emphasizes a purpose-driven approach, focusing on local scale and community engagement to drive organic growth and enhance customer experience [4][5] - The company is committed to managing expenses diligently while navigating a competitive deposit environment and maintaining strong liquidity [27][38] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism about economic growth slowing but remaining positive, anticipating that inflation pressures will continue to decrease [15] - The outlook for average loan growth is expected to be slightly higher than the Q3 level, with anticipated declines in CRE and residential mortgages [16] Other Important Information - M&T's CET1 ratio at the end of September was estimated at 10.94%, an increase from 10.59% at the end of the previous quarter [14] - The company has invested over $230 million in renewable energy and improved its ESG ratings [6] Q&A Session Summary Question: Criteria for Resuming Buybacks - Management indicated that the decision to resume buybacks will depend on economic stability and regulatory clarity, emphasizing a cautious approach due to current market conditions [21][42] Question: Impact of Higher Rates on Customers - Management acknowledged that higher rates are challenging for customers, but they are actively monitoring portfolios and maintaining strong relationships to support clients [56][82] Question: Outlook for Loan Loss Reserves - Management noted that the increase in reserves was driven by softness in asset values in the CRE portfolio, with ongoing assessments to ensure adequate reserves [117][125]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (I.R.S. Employer Identification No.) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9861 M&T BANK CORPORATION (Exact name of registrant as specified in its charter) New York 16-0968385 (State or other jurisdiction of incorp ...

Financial Data and Key Metrics Changes - Net income for the quarter was $867 million, up 24% from the linked quarter, with diluted GAAP earnings per share at $5.05, up 26% sequentially [28] - On a GAAP basis, the annualized return on average assets was 1.7% and return on average common equity was 14.27% [7] - Capital levels remained strong with the CET1 ratio at 10.58%, an increase from 10.16% at the end of the first quarter [35] Business Line Data and Key Metrics Changes - Non-interest income totaled $803 million in the second quarter, compared to $587 million in the linked quarter, including a $225 million gain from the sale of the CIT business [10] - Average commercial real estate loans decreased 1% to $44.9 billion, while average residential real estate loans were essentially flat at $23.8 billion [30] - Average consumer loans decreased 1% to $20.3 billion due to lower activity from rising interest rates [30] Market Data and Key Metrics Changes - Deposit outflows during the second quarter averaged $2.1 billion, or 1.3%, consistent with industry trends [9] - Deposits grew by $3 billion, or 1.9%, from the end of the first quarter, driven largely by brokered CD balances [31] - Service charges on deposits increased by 5% to $119 million compared to the first quarter [32] Company Strategy and Development Direction - The company aims to maintain strong liquidity on its balance sheet and is focused on growing and retaining deposits [39][40] - M&T Bank is committed to its purpose of making a difference in people's lives, emphasizing community support and affordable housing projects [27] - The company anticipates continued intense competition for deposits and expects full-year average deposit balances to increase by low single digits compared to 2022 [15] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the company's performance despite economic uncertainty, noting that M&T has historically outperformed its peers during such times [17] - The outlook for non-interest income is projected to be in the range of $2.25 billion to $2.3 billion, reflecting lower trust revenues due to the CIT business sale [16] - Management highlighted the importance of managing expenses diligently in light of slowing revenue growth [33] Other Important Information - The allowance for credit losses was $2 billion at the end of the second quarter, up $23 million from the linked quarter, with a provision for credit losses of $150 million recorded in the second quarter [12] - The company is focused on maintaining a strong balance sheet and differentiating itself with clients, communities, and regulators [38] Q&A Session Summary Question: How does the company view its liquidity and funding sources? - Management emphasized the importance of maintaining strong liquidity and the strategic use of various funding sources, including broker deposits and Federal Home Loan Bank advances [39][40] Question: What are the expectations for non-interest-bearing deposits? - Management indicated that the non-interest-bearing deposit mix is expected to continue to shift, with a current percentage of 34% and potential for further decline [160] Question: What is the outlook for loan growth and commercial real estate? - Management projected that total loans would remain relatively flat, with commercial and industrial loans expected to grow, while commercial real estate lending would become a smaller percentage of the balance sheet [76] Question: How is the company managing its capital in light of regulatory changes? - Management stated that they are keeping extra capital as a prudent measure while awaiting new regulatory rules, with a focus on maintaining strong dividends and share buybacks [68][69] Question: What is the company's approach to commercial real estate appraisals? - Management noted that they are conducting thorough reviews and stress tests of their commercial real estate portfolio, with a focus on client selection and long-term relationships [120][143]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9861 M&T BANK CORPORATION (Exact name of registrant as specified in its charter) New York 16-0968385 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp ...