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 22, 2009

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

1-9861		16-0968385
(Commission File Number)		(I.R.S. Employer Identification No.)

One M&T Plaza, Buffalo, New York		14203
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:		(716) 842-5445

(NOT APPLICABLE)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02.		Results of Operations and Financial Condition.

On January 22, 2009, M&T Bank Corporation announced its results of operations for the fiscal quarter and full year ended December 31, 2008. The public announcement was made by means of a news release, the text of which is set forth in Exhibit 99 hereto.

The information in this Form 8-K, including Exhibit 99 attached hereto, is being furnished under Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of M&T Bank Corporation under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01.		Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.
	99			News Release dated January 22, 2009.

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.

EXHIBIT INDEX

Exhibit No.
	99			News Release dated January 22, 2009. Filed herewith.

Exhibit 99

INVESTOR CONTACT:		Donald J. MacLeod		FOR IMMEDIATE RELEASE:
		(716) 842-5138		January 22, 2009
MEDIA CONTACT:		C. Michael Zabel
		(716) 842-5385

M&T BANK CORPORATION ANNOUNCES 2008 FOURTH QUARTER AND FULL-YEAR PROFITS

     BUFFALO, NEW YORK — M&T Bank Corporation (“M&T”)(NYSE: MTB) today reported its results of operations for 2008.

     GAAP Results of Operations. Diluted earnings per common share measured in accordance with generally accepted accounting principles (“GAAP”) were $.92 in the fourth quarter of 2008, up from $.60 in the year-earlier period and $.82 in 2008’s third quarter. On the same basis, net income for the recently completed quarter totaled $102 million, up from $65 million and $91 million in the fourth quarter of 2007 and the third quarter of 2008, respectively. Expressed as an annualized rate of return on average assets and average common stockholders’ equity, GAAP-basis net income for the fourth quarter of 2008 was .63% and 6.41%, respectively, improved from .42% and 4.05%, respectively, in the similar period of 2007, and .56% and 5.66%, respectively, in the third quarter of 2008.

     GAAP-basis diluted earnings per common share for the years ended December 31, 2008 and 2007 were $5.01 and $5.95, respectively. On the same basis, net income was $556 million in 2008 and $654 million in 2007. GAAP-basis net income for 2008 expressed as a rate of return on average assets and average common stockholders’ equity was .85% and 8.64%, respectively, compared with 1.12% and 10.47%, respectively, in 2007.

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     René F. Jones, Executive Vice President and Chief Financial Officer, reflecting on M&T’s 2008 performance, noted, “During the past year, M&T once again remained solidly profitable through a very difficult period of time for the U.S. economy. We continue to benefit from a flight to quality by depositors, which resulted in core deposit growth of 11% for the year and an annualized 18% for the fourth quarter, which was the fifth consecutive quarter of growth in those deposits. Significantly, we also experienced growth in commercial loans and commercial real estate loans during 2008 of 15%, and an annualized 5% during the fourth quarter. We continued to invest in our infrastructure in the Mid-Atlantic region, by opening three new branches and by announcing our pending acquisition of Provident Bankshares Corporation. As we work through the current economic and credit cycles, we believe that M&T, while not immune to economic factors, is well-positioned to serve the needs of our customers and our shareholders.”

     Notable Fourth Quarter Events. Based on a detailed review of its investment securities portfolio, during the recent quarter other-than-temporary impairment charges of $24 million (pre-tax) were recorded by M&T on certain securities. Each of those securities continues to make payments, as required. Also recorded in the fourth quarter of 2008 was a $19 million (pre-tax) addition to the valuation allowance for capitalized residential mortgage servicing rights. That addition resulted from lower mortgage interest rates at the 2008 year-end as compared with September 30, 2008. Those two items reduced M&T’s fourth quarter 2008 net income and diluted earnings per common share by $26 million and $.24, respectively.

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     M&T announced in December that it has entered into a definitive agreement to acquire Provident Bankshares Corporation (“Provident”)in a stock-for-stock transaction. Provident, which is based in Baltimore, Maryland, had approximately $6.4 billion of assets at September 30, 2008. The transaction, which will give M&T the second largest deposit share in Maryland and will triple its presence in Virginia, is expected to close in the second quarter of 2009.

     Supplemental Reporting of Non-GAAP Results of Operations. M&T consistently provides supplemental reporting of its results on a “net operating” or “tangible” basis, from which M&T excludes the after-tax effect of amortization of core deposit and other intangible assets (and the related goodwill, core deposit intangible and other intangible asset balances, net of applicable deferred tax amounts) and expenses associated with merging acquired operations into M&T, because such expenses are considered by management to be “nonoperating” in nature. Although “net operating income” as defined by M&T is not a GAAP measure, M&T’s management believes that this information helps investors understand the effect of acquisition activity in reported results. Amortization of core deposit and other intangible assets, after tax effect, for the years ended December 31, 2008 and 2007 totaled $41 million ($.36 per diluted common share) and $40 million ($.37 per diluted common share), respectively. Similar amortization charges, after tax effect, were $10 million in each of the quarters ended December 31, 2008, December 31, 2007 and September 30, 2008, or $.08 per diluted common share for the fourth quarter of 2008 and $.09 per diluted common share in each of the fourth quarter of 2007 and the third quarter of 2008. Merger-related acquisition and integration expenses aggregated $2 million (after tax effect) in 2008, or $.02 of diluted earnings per common share. Similar expenses

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totaled $9 million (after tax effect) in the three months and twelve months ended December 31, 2007, or $.08 of diluted earnings per common share. There were no such expenses in the final two quarters of 2008.

     Diluted net operating earnings per common share, which exclude the impact of amortization of core deposit and other intangible assets and merger-related expenses, were $5.39 in 2008 and $6.40 in 2007. Net operating income for 2008 and 2007 aggregated $599 million and $704 million, respectively. Net operating income in 2008 expressed as a rate of return on average tangible assets and average tangible common stockholders’ equity was .97% and 19.63%, respectively, compared with 1.27% and 22.58% in 2007.

     For 2008’s fourth quarter, diluted net operating earnings per common share were $1.00, up from $.77 in the corresponding 2007 period and $.91 in 2008’s third quarter. Net operating income for the final quarters of 2008 and 2007 was $112 million and $84 million, respectively, compared with $101 million in the third quarter of 2008. For the three months ended December 31, 2008, net operating income expressed as an annualized rate of return on average tangible assets and average tangible common equity was .72% and 15.01%, respectively, compared with .57% and 10.49% in the similar period of 2007, and .65% and 13.17%, respectively, in 2008’s third quarter.

     Taxable-equivalent Net Interest Income. Taxable-equivalent net interest income was $1.96 billion in 2008, 5% higher than $1.87 billion in 2007. The most significant contributor to that improvement was growth in average loans and leases outstanding, which rose 11% to $48.8 billion in 2008 from $44.1 billion in

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2007. Such growth was attributable to average outstanding balance increases in commercial loans, commercial real estate loans and consumer loans. Of the $4.7 billion increase in average loans, approximately $1.5 billion resulted from the 2007 acquisitions. Average deposits rose 6% from 2007 to 2008, and also reflected the impact of the $2.4 billion of deposits added from the late-2007 acquisitions. The favorable impact of higher loans on taxable-equivalent net interest income was partially offset by a narrowing of the net interest margin, or taxable-equivalent net interest income expressed as a percentage of average earning assets, to 3.38% in 2008 from 3.60% in 2007.

     During the fourth quarter of 2008, taxable-equivalent net interest income was $491 million, up 3% from $476 million in the corresponding 2007 quarter. Average loans outstanding and annualized net interest margin in 2008’s final quarter were $48.8 billion and 3.37%, respectively, compared with $46.1 billion and 3.45% in the year-earlier period. The recent quarter’s net interest margin was down slightly from 3.39% in the third quarter of 2008 as was taxable-equivalent net interest income which declined less than 1% from $493 million in that quarter.

     Provision for Credit Losses/Asset Quality. The provision for credit losses rose to $412 million in 2008 from $192 million in 2007. Net loan charge-offs in 2008 totaled $383 million, or .78% of average loans outstanding, compared with $114 million or .26% of average loans in 2007. The provision for credit losses was $151 million during the recently completed quarter, compared with $101 million in the corresponding 2007 period. Net charge-offs of loans were $144 million in the final quarter of 2008, representing an annualized 1.17% of average loans outstanding, compared with $53 million or .46% during the year-earlier quarter. During 2008’s third quarter, the provision for credit losses totaled $101

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million and net charge-offs aggregated $94 million, or .77% of average loans outstanding.

     The rise in net charge-offs from 2007 to 2008 was significantly influenced by the state of the economy in the United States, which was in recession throughout 2008, and was adversely affected by steep declines in residential real estate values and the impact of those declines on businesses and investments directly tied to the residential real estate marketplace. The most significant contributors to the higher level of net charge-offs in 2008 were charge-offs of: loans to residential real estate builders and developers of $100 million, up from $4 million in 2007; commercial loans of $94 million, up from $24 million in 2007; residential real estate loans of $65 million as compared with $19 million in 2007; and consumer loans of $112 million, up from $65 million in the prior year.

     Loans classified as nonaccrual totaled $755 million, or 1.54% of total loans at December 31, 2008, compared with $431 million or .90% a year earlier and $688 million or 1.41% at September 30, 2008. Major factors contributing to the year-over-year increase were a $124 million increase in loans to residential builders and developers and a $75 million increase in residential real estate loans. The $67 million increase in nonaccrual loans since September 30, 2008 reflects increases of $29 million in loans to residential builders and developers, $19 million in commercial loans and $15 million in residential real estate loans.

     Assets taken in foreclosure of defaulted loans increased to $100 million at December 31, 2008 from $40 million at December 31, 2007 and $85 million at September 30, 2008, due to residential

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real estate loan defaults and additions from residential real estate development projects.

     During 2008, in an effort to assist borrowers M&T modified the terms of residential real estate mortgages having outstanding balances at December 31, 2008 of approximately $162 million. The modified loans were largely from M&T’s portfolio of Alt-A loans. Of that total, $93 million were included in nonaccrual loans at December 31, 2008. After a period of demonstrated performance, those loans may begin to accrue interest in 2009. The remaining $69 million of modified loans were classified as renegotiated loans, were current in their payments and were accruing interest at the 2008 year-end.

     Loans past due 90 days or more and accruing interest totaled $159 million at the recent year-end, up from $77 million at December 31, 2007 and $96 million at September 30, 2008. Included in those past due but accruing amounts were $114 million, $73 million and $90 million at December 31, 2008, December 31, 2007 and September 30, 2008, respectively, of loans guaranteed by government-related entities.

     Allowance for Credit Losses. M&T regularly performs detailed analyses of individual borrowers and portfolios for purposes of assessing the adequacy of the allowance for credit losses. Reflecting those analyses, the allowance was $788 million, or 1.61% of total loans, at December 31, 2008, compared with $759 million, or 1.58%, a year earlier and $781 million, or 1.60% at September 30, 2008. The ratio of M&T’s allowance for credit losses to nonaccrual loans was 104% and 176% at December 31, 2008 and 2007, respectively, and 113% at September 30, 2008.

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M&T BANK CORPORATION

     Noninterest Income and Expense. Noninterest income aggregated $939 million in 2008, compared with $933 million in 2007. Reflected in those amounts were losses from bank investment securities of $148 million and $126 million, respectively, due in large part to other-than-temporary impairment charges related to certain of M&T’s collateralized debt obligations, collateralized mortgage obligations and preferred stock holdings of Fannie Mae and Freddie Mac, all held in the available-for-sale investment securities portfolio. Excluding the impact of those securities losses, noninterest income was $1.09 billion in 2008, 3% higher than $1.06 billion in 2007. Higher mortgage banking revenues and fees for providing deposit account services were partially offset by a $46 million decline in M&T’s pro-rata portion of the operating results of Bayview Lending Group LLC (“BLG”), a privately-held commercial mortgage lender in which M&T invested on February 5, 2007.

     Noninterest income of $241 million in the fourth quarter of 2008 was up 50% from $160 million in the corresponding 2007 quarter. Excluding losses from bank investment securities, noninterest income in the recent quarter was $265 million, down 8% from $288 million in the year-earlier quarter. That decline was primarily due to a $23 million lower contribution from M&T’s pro-rata portion of the operating results of BLG. On the same basis, noninterest income in 2008’s third quarter was $266 million, which was comparable to the $265 million earned on the same basis in 2008’s fourth quarter.

     Noninterest expense in 2008 totaled $1.73 billion, compared with $1.63 billion in 2007. Included in such amounts are expenses considered to be “nonoperating” in nature, consisting of amortization of core deposit and other intangible assets of $67 million in 2008 and $66 million in 2007 and merger-related expenses

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of $4 million in 2008 and $15 million in 2007. Exclusive of those nonoperating expenses, noninterest operating expenses were $1.66 billion in 2008 and $1.55 billion in 2007. The higher level of operating expenses in 2008 as compared with 2007 was due largely to increased expenses for salaries, occupancy, professional services, advertising and promotion, and foreclosed residential real estate properties. Also contributing to the rise in operating expenses was an addition to the valuation allowance for capitalized residential mortgage servicing rights of $16 million in 2008, as compared with a partial reversal of the allowance of $4 million in 2007. Partially offsetting those factors was a $23 million charge taken in the fourth quarter of 2007 related to M&T Bank’s obligation as a member bank of Visa to share in losses stemming from certain litigation against Visa, compared with a partial reversal of that charge in 2008’s initial quarter of $15 million.

     Noninterest expense in the final quarter of 2008 totaled $447 million, compared with $445 million in the year-earlier quarter and $435 million in 2008’s third quarter. Included in such amounts were amortization of core deposit and other intangible assets of $16 million in each of the quarters ended December 31, 2008, December 31, 2007 and September 30, 2008, and merger-related expenses of $15 million in 2007’s fourth quarter. Exclusive of those nonoperating expenses, noninterest operating expenses were $431 million in the recent quarter, compared with $415 million in 2007’s fourth quarter and $419 million in the third quarter of 2008.

     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 54.4% in 2008,

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compared with 52.8% in 2007. During 2008’s fourth quarter, M&T’s efficiency ratio was 57.0%, compared with 54.3% in the year-earlier quarter and 55.2% in the third quarter of 2008.

     Balance Sheet. M&T had total assets of $65.8 billion at December 31, 2008, up from $64.9 billion a year earlier. Loans and leases, net of unearned discount, totaled $49.0 billion at the 2008 year-end, up 2% from $48.0 billion at December 31, 2007. Deposits were $42.6 billion at December 31, 2008, 3% higher than $41.3 billion at the end of 2007. Total stockholders’ equity was $6.8 billion at December 31, 2008, representing 10.31% of total assets, compared with $6.5 billion or 10.00% a year earlier. Common stockholders’ equity was $6.2 billion, or $56.29 per share at December 31, 2008, compared with $6.5 billion, or $58.99 per share, a year earlier. Tangible equity per common share was $25.94 and $27.98 at December 31, 2008 and 2007, respectively. In the calculation of tangible equity per common share, common stockholders’ equity is reduced by the carrying values of goodwill and core deposit and other intangible assets, net of applicable deferred tax balances, which aggregated $3.4 billion at each of December 31, 2008 and 2007.

     During December 2008, M&T chose to participate in the U.S. Treasury’s (“Treasury”) Capital Purchase Program and, as a result, issued $600 million of preferred stock and warrants to purchase M&T’s common stock to the U.S. Government. M&T elected to participate at the minimum of the range outlined by the Treasury.

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     Conference Call. Investors will have an opportunity to listen to M&T’s conference call to discuss fourth quarter and full year financial results today at 10:00 a.m. Eastern Time. Domestic callers wishing to participate in the call may dial 877-780-2276. International participants, using any applicable international calling codes, may dial 973-582-2700. Callers should reference M&T Bank Corporation or conference ID #80282811. The conference call will also be webcast live on M&T’s website at http://ir.mandtbank.com/conference.cfm. A replay of the call will be available until Saturday, January 24, 2009 by calling 800-642-1687, or 706-645-9291 for international participants, and by making reference to ID #80282811. The event will also be archived and available by 7:00 p.m. today on M&T’s website at http://ir.mandtbank.com/conference.cfm.

     M&T is a bank holding company whose banking subsidiaries, M&T Bank and M&T Bank, National Association, operate branch offices in New York, Pennsylvania, Maryland, Virginia, West Virginia, Delaware, New Jersey and the District of Columbia.

     Forward-Looking Statements. This news release contains forward-looking statements that are based on current expectations, estimates and projections about M&T’s business, management’s beliefs and assumptions made by management. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

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

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     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.

     Additional Information about the M&T/Provident Transaction:

     The proposed transaction will be submitted to Provident’s stockholders for their consideration. M&T will file a Registration Statement on Form S-4, which will include a preliminary version of a Proxy Statement of Provident and a preliminary Prospectus of M&T to be sent to Provident’s stockholders, and each of Provident and M&T may file other relevant documents concerning the proposed transaction with the U.S. Securities and Exchange Commission (the “SEC”). STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

     You will be able to obtain a free copy of the Proxy Statement/Prospectus, as well as other filings containing information about M&T and Provident at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, at http://www.mtb.com under the tab “About Us” and then under the heading “Investor Relations” and then under “SEC Filings.” Copies of the Proxy Statement/Prospectus and the SEC filings that will be incorporated by reference in the Proxy

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Statement/Prospectus can also be obtained, free of charge, by directing a request to Investor Relations, One M&T Plaza, Buffalo, New York 14203, (716) 842-5138.

     M&T and Provident and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Provident in connection with the proposed transaction. Information about the directors and executive officers of M&T is set forth in the proxy statement for M&T’s 2008 annual meeting of stockholders, as filed with the SEC on a Schedule 14A on March 6, 2008. Information about the directors and executive officers of Provident is set forth in the proxy statement for Provident’s 2008 annual meeting of stockholders, as filed with the SEC on a Schedule 14A on March 12, 2008. Additional information regarding the interests of those persons and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of this document as described in the preceding paragraph.

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M&T BANK CORPORATION
Financial Highlights

		Three months ended												Year ended
Amounts in thousands,		December 31												December 31
except per share		2008				2007				Change				2008				2007				Change
Performance
Net income		$	102,241				64,930				57	%		$	555,887				654,259				-15	%
Per common share:
Basic earnings		$	.92				.60				53	%		$	5.04				6.05				-17	%
Diluted earnings			.92				.60				53				5.01				5.95				-16
Cash dividends		$	.70				.70				—			$	2.80				2.60				8
Common shares outstanding:
Average — diluted (1)			110,620				109,034				1	%			110,904				110,012				1	%
Period end (2)			110,444				109,935				—				110,444				109,935				—
Return on (annualized):
Average total assets			.63	%			.42	%							.85	%			1.12	%
Average common stockholders’ equity			6.41	%			4.05	%							8.64	%			10.47	%
Taxable-equivalent net interest income		$	491,042				475,836				3	%		$	1,961,657				1,871,070				5	%
Yield on average earning assets			5.35	%			6.65	%							5.69	%			6.86	%
Cost of interest-bearing liabilities			2.32	%			3.75	%							2.68	%			3.85	%
Net interest spread			3.03	%			2.90	%							3.01	%			3.01	%
Contribution of interest-free funds			.34	%			.55	%							.37	%			.59	%
Net interest margin			3.37	%			3.45	%							3.38	%			3.60	%
Net charge-offs to average total net loans (annualized)			1.17	%			.46	%							.78	%			.26	%
Net operating results (3)
Net operating income		$	111,784				83,719				34	%		$	598,551				703,820				-15	%
Diluted net operating earnings per common share			1.00				.77				30				5.39				6.40				-16
Return on (annualized):
Average tangible assets			.72	%			.57	%							.97	%			1.27	%
Average tangible common equity			15.01	%			10.49	%							19.63	%			22.58	%
Efficiency ratio			57.03	%			54.30	%							54.35	%			52.77	%
		At December 31
		2008				2007				Change
Loan quality
Nonaccrual loans		$	755,397				431,282				75	%
Accruing loans past due 90 days or more			158,991				77,319				106	%
Renegotiated loans			91,575				15,884				477	%
Real estate and other foreclosed assets			99,617				40,175				148	%
Nonaccrual loans to total net loans			1.54	%			.90	%
Allowance for credit losses to total net loans			1.61	%			1.58	%

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M&T BANK CORPORATION
Condensed Consolidated Statement of Income

		Three months ended												Year ended
		December 31												December 31
Dollars in thousands		2008				2007				Change				2008				2007				Change
Interest income		$	774,501				912,574				-15	%		$	3,277,591				3,544,813				-8	%
Interest expense			288,426				442,364				-35				1,337,795				1,694,576				-21
Net interest income			486,075				470,210				3				1,939,796				1,850,237				5
Provision for credit losses			151,000				101,000				50				412,000				192,000				115
Net interest income after provision for credit losses			335,075				369,210				-9				1,527,796				1,658,237				-8
Other income
Mortgage banking revenues			39,721				30,831				29				156,012				111,893				39
Service charges on deposit accounts			106,367				105,847				—				430,532				409,462				5
Trust income			36,630				39,945				-8				156,149				152,636				2
Brokerage services income			15,284				12,689				20				64,186				59,533				8
Trading account and foreign exchange gains			2,003				9,806				-80				17,630				30,271				-42
Loss on bank investment securities			(23,504	)			(127,281	)			—				(147,751	)			(126,096	)			—
Equity in earnings of Bayview Lending Group, LLC			(8,687	)			14,529				—				(37,453	)			8,935				—
Other revenues from operations			73,603				74,124				-1				299,674				286,355				5
Total other income			241,417				160,490				50				938,979				932,989				1
Other expense
Salaries and employee benefits			232,410				226,111				3				957,086				908,315				5
Equipment and net occupancy			47,795				43,014				11				188,845				169,050				12
Printing, postage and supplies			8,401				9,879				-15				35,860				35,765				—
Amortization of core deposit and other intangible assets			15,708				15,971				-2				66,646				66,486				—
Other costs of operations			142,505				150,498				-5				478,559				448,073				7
Total other expense			446,819				445,473				—				1,726,996				1,627,689				6
Income before income taxes			129,673				84,227				54				739,779				963,537				-23
Applicable income taxes			27,432				19,297				42				183,892				309,278				-41
Net income		$	102,241				64,930				57	%		$	555,887				654,259				-15	%

-more-

17-17-17-17-17

M&T BANK CORPORATION
Condensed Consolidated Balance Sheet

		December 31
Dollars in thousands		2008				2007				Change
ASSETS
Cash and due from banks		$	1,546,804				1,719,509				-10	%
Interest-bearing deposits at banks			10,284				18,431				-44
Federal funds sold and agreements to resell securities			111,347				48,038				132
Trading account assets			617,821				281,244				120
Investment securities			7,919,207				8,961,998				-12
Loans and leases, net of unearned discount			49,000,463				48,021,562				2
Less: allowance for credit losses			787,904				759,439				4
Net loans and leases			48,212,559				47,262,123				2
Goodwill			3,192,128				3,196,433				—
Core deposit and other intangible assets			183,496				248,556				-26
Other assets			4,022,111				3,139,307				28
Total assets		$	65,815,757				64,875,639				1	%
LIABILITIES AND STOCKHOLDERS’ EQUITY
Noninterest-bearing deposits at U.S. offices		$	8,856,114				8,131,662				9	%
Other deposits at U.S. offices			29,677,163				27,278,099				9
Deposits at foreign office			4,047,986				5,856,427				-31
Total deposits			42,581,263				41,266,188				3
Short-term borrowings			3,009,735				5,821,897				-48
Accrued interest and other liabilities			1,364,879				984,353				39
Long-term borrowings			12,075,149				10,317,945				17
Total liabilities			59,031,026				58,390,383				1
Stockholders’ equity (1)			6,784,731				6,485,256				5
Total liabilities and stockholders’ equity		$	65,815,757				64,875,639				1	%

18-18-18-18-18

M&T BANK CORPORATION
Condensed Consolidated Average Balance Sheet
     and Annualized Taxable-equivalent Rates

		Three months ended																				Year ended
		December 31																				December 31
Dollars in millions		2008								2007								Change in				2008								2007								Change in
		Balance				Rate				Balance				Rate				balance				Balance				Rate				Balance				Rate				balance
ASSETS
Interest-bearing deposits at banks		$	13				.55	%			12				3.48	%			9	%		$	10				1.07	%			9				3.36	%			13	%
Federal funds sold and agreements to resell securities			103				.41				725				4.86				-86				109				1.91				432				5.52				-75
Trading account assets			99				3.16				68				1.48				45				79				1.95				62				1.20				28
Investment securities			8,894				4.90				7,905				5.12				13				8,973				5.05				7,318				5.05				23
Loans and leases, net of unearned discount
Commercial, financial, etc			14,213				4.74				12,551				6.90				13				13,802				5.24				12,177				7.16				13
Real estate — commercial			18,666				5.55				16,459				7.12				13				18,428				5.82				15,748				7.35				17
Real estate — consumer			4,904				5.85				6,327				6.13				-22				5,465				6.03				6,015				6.39				-9
Consumer			11,027				6.08				10,718				7.35				3				11,150				6.43				10,190				7.44				9
Total loans and leases, net			48,810				5.45				46,055				6.95				6				48,845				5.82				44,130				7.19				11
Total earning assets			57,919				5.35				54,765				6.65				6				58,016				5.69				51,951				6.86				12
Goodwill			3,192								3,006								6				3,193								2,933								9
Core deposit and other intangible assets			191								213								-10				214								221								-3
Other assets			3,640								3,565								2				3,709								3,440								8
Total assets		$	64,942								61,549								6	%		$	65,132								58,545								11	%
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing deposits
NOW accounts		$	528				.45				491				1.18				8	%		$	502				.58				461				1.01				9	%
Savings deposits			19,540				1.27				15,265				1.71				28				18,170				1.37				14,985				1.67				21
Time deposits			9,388				3.06				10,353				4.55				-9				9,583				3.45				10,597				4.68				-10
Deposits at foreign office			2,985				.71				4,975				4.52				-40				3,986				2.12				4,185				4.97				-5
Total interest-bearing deposits			32,441				1.72				31,084				3.09				4				32,241				2.07				30,228				3.17				7
Short-term borrowings			4,950				.82				5,899				4.62				-16				6,086				2.34				5,386				5.09				13
Long-term borrowings			12,058				4.55				9,809				5.31				23				11,605				4.56				8,428				5.47				38
Total interest-bearing liabilities			49,449				2.32				46,792				3.75				6				49,932				2.68				44,042				3.85				13
Noninterest-bearing deposits			8,006								7,481								7				7,674								7,400								4
Other liabilities			1,133								916								24				1,089								856								27
Total liabilities			58,588								55,189								6				58,695								52,298								12
Stockholders’ equity			6,354								6,360								—				6,437								6,247								3
Total liabilities and stockholders’ equity		$	64,942								61,549								6	%		$	65,132								58,545								11	%
Net interest spread							3.03								2.90												3.01								3.01
Contribution of interest-free funds							.34								.55												.37								.59
Net interest margin							3.37	%							3.45	%											3.38	%							3.60	%

19-19-19-19-19

M&T BANK CORPORATION
Reconciliation of Quarterly GAAP to Non-GAAP Measures

		Three months ended												Year ended
		December 31								September 30				December 31
		2008				2007				2008				2008				2007
Income statement data
Amounts in thousands, except per share
Net income
Net income		$	102,241				64,930				91,185				555,887				654,259
Amortization of core deposit and other intangible assets (1)			9,543				9,719				9,624				40,504				40,491
Merger-related expenses (1)			—				9,070				—				2,160				9,070
Net operating income		$	111,784				83,719				100,809				598,551				703,820
Earnings per common share
Diluted earnings per common share		$	.92				.60				.82				5.01				5.95
Amortization of core deposit and other intangible assets (1)			.08				.09				.09				.36				.37
Merger-related expenses (1)			—				.08				—				.02				.08
Diluted net operating earnings per common share		$	1.00				.77				.91				5.39				6.40
Balance sheet data
Dollars in millions
Average assets
Average assets		$	64,942				61,549				64,997				65,132				58,545
Goodwill			(3,192	)			(3,006	)			(3,192	)			(3,193	)			(2,933	)
Core deposit and other intangible assets			(191	)			(213	)			(206	)			(214	)			(221	)
Deferred taxes			25				25				28				30				24
Average tangible assets		$	61,584				58,355				61,627				61,755				55,415
Average common equity
Average common equity		$	6,299				6,360				6,415				6,423				6,247
Goodwill			(3,192	)			(3,006	)			(3,192	)			(3,193	)			(2,933	)
Core deposit and other intangible assets			(191	)			(213	)			(206	)			(214	)			(221	)
Deferred taxes			25				25				28				30				24
Average tangible common equity		$	2,941				3,166				3,045				3,046				3,117