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10-Q

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, 2024

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. Employer Identification No.)

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

Registrant's telephone number, including area code:

(716) 635-4000

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Common Stock, $0.50 par value	MTB	New York Stock Exchange
Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series H	MTBPrH	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Number of shares of the registrant's Common Stock, $0.50 par value, outstanding as of the close of business on May 1, 2024: 166,854,421 shares.

- 1 -

M&T BANK CORPORATION

FORM 10-Q

For the Quarterly Period Ended March 31, 2024


Table of Contents of Information Required in Report		Page
	Glossary of Terms	3
Part I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	CONSOLIDATED BALANCE SHEET – March 31, 2024 and December 31, 2023	4

	CONSOLIDATED STATEMENT OF INCOME – Three months ended March 31, 2024 and 2023	5

	CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME – Three months ended March 31, 2024 and 2023	6

	CONSOLIDATED STATEMENT OF CASH FLOWS – Three months ended March 31, 2024 and 2023	7

	CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY – Three months ended March 31, 2024 and 2023	8

	NOTES TO FINANCIAL STATEMENTS	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	39

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	76

Item 4.	Controls and Procedures	76

Part II. OTHER INFORMATION

Item 1.	Legal Proceedings	77

Item 1A.	Risk Factors	77

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	77

Item 3.	Defaults Upon Senior Securities	77

Item 4.	Mine Safety Disclosures	77

Item 5.	Other Information	78

Item 6.	Exhibits	78

SIGNATURES		79

- 2 -

    GLOSSARY OF TERMS

   

The following listing includes acronyms and terms used throughout the document.


Term	Definition
2023 Annual Report	Form 10-K for the year ended December 31, 2023
Bayview Financial	Bayview Financial Holdings, L.P. together with its affiliates
BLG	Bayview Lending Group, LLC
Capital Rules	Capital adequacy standards established by the federal banking agencies
CET1	Common Equity Tier 1
CIT	Collective Investment Trust
Company	M&T Bank Corporation and its consolidated subsidiaries
DIF	Deposit Insurance Fund
DUS	Delegated Underwriting and Servicing
Executive ALCO Committee	Executive Asset-Liability Liquidity Capital Committee of M&T
FDIC	Federal Deposit Insurance Corporation
FHLB	Federal Home Loan Bank
FOMC	Federal Open Market Committee
FRB	Federal Reserve Bank
GAAP	Accounting principles generally accepted in the U.S.
GDP	Gross Domestic Product
Junior subordinated debentures	Fixed and variable rate junior subordinated deferrable interest debentures
LTV	Loan-to-value
M&T	M&T Bank Corporation
M&T Bank	Manufacturers and Traders Trust Company
People’s United	People’s United Financial, Inc.
RWA	Risk-weighted assets
SCB	Stress capital buffer
SOFR	Secured Overnight Financing Rate
U.S.	United States of America

- 3 -

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

M&T BANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (Unaudited)


	March 31,			December 31,
(Dollars in millions, except per share)	2024			2023
Assets
Cash and due from banks	$	1,695		$	1,731
Interest-bearing deposits at banks		32,144			28,069
Trading account		99			106
Investment securities
Available for sale (cost: $12,397 at March 31, 2024; $10,691 at December 31, 2023)		12,134			10,440
Held to maturity (fair value: $13,865 at March 31, 2024; $14,308 at December 31, 2023)		15,078			15,330
Equity and other securities (cost: $1,279 at March 31, 2024; $1,125 at December 31, 2023)		1,284			1,127
Total investment securities		28,496			26,897
Loans and leases, net of unearned discount of $928 at March 31, 2024 and $868 at December 31, 2023		134,973			134,068
Allowance for credit losses		(2,191	)		(2,129	)
Loans and leases, net		132,782			131,939
Premises and equipment		1,707			1,739
Goodwill		8,465			8,465
Core deposit and other intangible assets		132			147
Accrued interest and other assets		9,617			9,171
Total assets	$	215,137		$	208,264
Liabilities
Noninterest-bearing deposits	$	50,578		$	49,294
Savings and interest-checking deposits		96,339			93,221
Time deposits		20,279			20,759
Total deposits		167,196			163,274
Short-term borrowings		4,795			5,316
Accrued interest and other liabilities		4,527			4,516
Long-term borrowings		11,450			8,201
Total liabilities		187,968			181,307
Shareholders' equity
Preferred stock, $1.00 par, 20,000,000 shares authorized; Issued and outstanding: Liquidation preference of $1,000 per share: 350,000 shares at March 31, 2024 and December 31, 2023; Liquidation preference of $10,000 per share: 140,000 shares at March 31, 2024 and December 31, 2023; Liquidation preference of $25 per share: 10,000,000 shares at March 31, 2024 and December 31, 2023		2,011			2,011
Common stock, $0.50 par, 250,000,000 shares authorized, 179,436,779 shares issued at March 31, 2024 and December 31, 2023		90			90
Common stock issuable, 11,458 shares at March 31, 2024; 12,217 shares at December 31, 2023		1			1
Additional paid-in capital		9,976			10,020
Retained earnings		17,812			17,524
Accumulated other comprehensive income (loss), net		(589	)		(459	)
Treasury stock — common, at cost — 12,724,121 shares at March 31, 2024; 13,300,298 shares at December 31, 2023		(2,132	)		(2,230	)
Total shareholders’ equity		27,169			26,957
Total liabilities and shareholders’ equity	$	215,137		$	208,264

See accompanying notes to financial statements.

- 4 -

M&T BANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME (Unaudited)


	Three Months Ended March 31,
(Dollars in millions, except per share, shares in thousands)	2024		2023
Interest income
Loans and leases, including fees	$	2,097	$	1,850
Investment securities
Fully taxable		212		181
Exempt from federal taxes		16		17
Deposits at banks		419		278
Other		1		1
Total interest income		2,745		2,327
Interest expense
Savings and interest-checking deposits		615		277
Time deposits		225		89
Short-term borrowings		84		58
Long-term borrowings		141		85
Total interest expense		1,065		509
Net interest income		1,680		1,818
Provision for credit losses		200		120
Net interest income after provision for credit losses		1,480		1,698
Other income
Mortgage banking revenues		104		85
Service charges on deposit accounts		124		113
Trust income		160		194
Brokerage services income		29		24
Trading account and other non-hedging derivative gains		9		12
Gain (loss) on bank investment securities		2		—
Other revenues from operations		152		159
Total other income		580		587
Other expense
Salaries and employee benefits		833		808
Equipment and net occupancy		129		127
Outside data processing and software		120		106
Professional and other services		85		125
FDIC assessments		60		30
Advertising and marketing		20		31
Amortization of core deposit and other intangible assets		15		17
Other costs of operations		134		115
Total other expense		1,396		1,359
Income before taxes		664		926
Income taxes		133		224
Net income	$	531	$	702
Net income available to common shareholders
Basic	$	505	$	676
Diluted		505		676
Net income per common share
Basic		3.04		4.03
Diluted		3.02		4.01
Average common shares outstanding
Basic		166,460		167,732
Diluted		167,084		168,410

See accompanying notes to financial statements.

- 5 -

M&T BANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited)


	Three Months Ended March 31,
(Dollars in millions)	2024			2023
Net income	$	531		$	702
Other comprehensive income (loss), net of tax and reclassification adjustments:
Net unrealized gains (losses) on investment securities		(10	)		65
Cash flow hedges adjustments		(117	)		81
Defined benefit plans liability adjustments		(1	)		(2	)
Foreign currency translation adjustments		(2	)		1
Total other comprehensive income (loss)		(130	)		145
Total comprehensive income	$	401		$	847

See accompanying notes to financial statements.

- 6 -

M&T BANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)



	Three Months Ended March 31,
(Dollars in millions)	2024			2023
Cash flows from operating activities
Net income	$	531		$	702
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		200			120
Depreciation and amortization of premises and equipment		80			76
Amortization of capitalized servicing rights		35			20
Amortization of core deposit and other intangible assets		15			17
Provision for deferred income taxes		2			11
Asset write-downs		6			1
Net gain on sales of assets		(1	)		(12	)
Net change in accrued interest receivable, payable		27			55
Net change in other accrued income and expense		(74	)		(43	)
Net change in loans originated for sale		(352	)		(274	)
Net change in trading account and other non-hedging derivative assets and liabilities		139			(245	)
Net cash provided by operating activities		608			428
Cash flows from investing activities
Proceeds from sales of investment securities:
Available for sale		4			—
Equity and other securities		110			521
Proceeds from maturities of investment securities:
Available for sale		1,989			141
Held to maturity		257			281
Purchases of investment securities:
Available for sale		(4,145	)		(337	)
Held to maturity		—			(2,948	)
Equity and other securities		(264	)		(792	)
Net increase in loans and leases		(724	)		(1,166	)
Net (increase) decrease in interest-bearing deposits at banks		(4,075	)		2,652
Capital expenditures, net		(35	)		(55	)
Net decrease in loan servicing advances		81			207
Other, net		(280	)		(251	)
Net cash used by investing activities		(7,082	)		(1,747	)
Cash flows from financing activities
Net increase (decrease) in deposits		3,921			(4,441	)
Net increase (decrease) in short-term borrowings		(521	)		3,440
Proceeds from long-term borrowings		3,357			3,486
Payments on long-term borrowings		(49	)		—
Purchases of treasury stock		—			(594	)
Dividends paid — common		(221	)		(221	)
Dividends paid — preferred		(34	)		(34	)
Other, net		(15	)		(19	)
Net cash provided by financing activities		6,438			1,617
Net increase (decrease) in cash, cash equivalents and restricted cash		(36	)		298
Cash, cash equivalents and restricted cash at beginning of period		1,731			1,520
Cash, cash equivalents and restricted cash at end of period	$	1,695		$	1,818
Supplemental disclosure of cash flow information
Interest received during the period	$	2,716		$	2,289
Interest paid during the period		999			410
Income taxes paid during the period		41			22
Supplemental schedule of noncash investing and financing activities
Real estate acquired in settlement of loans		19			7
Additions to right-of-use assets under operating leases		19			31

See accompanying notes to financial statements.

- 7 -

M&T BANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)


													Accumulated
													Other
					Common		Additional						Comprehensive
	Preferred		Common		Stock		Paid-in			Retained			Income			Treasury
(Dollars in millions, except per share)	Stock		Stock		Issuable		Capital			Earnings			(Loss), Net			Stock			Total
Three Months Ended March 31, 2024
Balance — January 1, 2024	$	2,011	$	90	$	1	$	10,020		$	17,524		$	(459	)	$	(2,230	)	$	26,957
Total comprehensive income	—		—		—		—				531			(130	)	—				401
Preferred stock cash dividends (a)	—		—		—		—				(25	)	—			—				(25	)
Stock-based compensation transactions, net	—		—		—			(44	)	—			—				98			54
Common stock cash dividends — $1.30 per share	—		—		—		—				(218	)	—			—				(218	)
Balance — March 31, 2024	$	2,011	$	90	$	1	$	9,976		$	17,812		$	(589	)	$	(2,132	)	$	27,169

Three Months Ended March 31, 2023
Balance — January 1, 2023	$	2,011	$	90	$	1	$	10,002		$	15,754		$	(790	)	$	(1,750	)	$	25,318
Total comprehensive income	—		—		—		—				702			145		—				847
Preferred stock cash dividends (a)	—		—		—		—				(25	)	—			—				(25	)
Purchases of treasury stock	—		—		—		—			—			—				(600	)		(600	)
Stock-based compensation transactions, net	—		—		—			(16	)		(1	)	—				72			55
Common stock cash dividends — $1.30 per share	—		—		—		—				(218	)	—			—				(218	)
Balance — March 31, 2023	$	2,011	$	90	$	1	$	9,986		$	16,212		$	(645	)	$	(2,278	)	$	25,377

(a)

For the three-month periods ended March 31, 2024 and 2023, dividends per preferred share were: Preferred Series E - $16.125; Preferred Series F - $128.125; Preferred Series G - $125.00; Preferred Series H - $0.3516; and Preferred Series I - $87.50.

See accompanying notes to financial statements.

- 8 -

NOTES TO FINANCIAL STATEMENTS

1. Significant accounting policies

The consolidated interim financial statements of the Company were compiled in accordance with GAAP using the accounting policies set forth in note 1 of Notes to Financial Statements included in the 2023 Annual Report, except as described in the following table. The financial statements contain all adjustments which are, in the opinion of management, necessary for a fair statement of the Company's financial position, results of operations and cash flows for the interim periods presented.

Recent accounting developments


Standard	Description	Required date of adoption	Effect on consolidated financial statements
Standards Adopted in 2024
Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method	The amendments permit an election to account for tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. Under the proportional amortization method, the initial cost of the investment is amortized in proportion to the income tax credits and other income tax benefits received and the net amortization and income tax credits and other income tax benefits are recognized in the income statement as a component of income tax expense (benefit).	January 1, 2024	As described in note 11, the Company adopted the amended guidance effective January 1, 2024 using a modified retrospective transition. The guidance did not have a material impact on the Company’s consolidated financial statements.

2. Divestiture

On April 29, 2023, the Company sold its CIT business to a private equity firm. The transaction resulted in a pre-tax gain of $225 million ($157 million after-tax effect) that has been included in “other revenues from operations” in the Consolidated Statement of Income in the second quarter of 2023. Prior to the sale, the CIT business contributed $45 million to trust income in the three months ended March 31, 2023. After considering expenses, the results of operations from the CIT business were not material to the Company's consolidated results of operations in that period.

- 9 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

3. Investment securities

The amortized cost and estimated fair value of investment securities were as follows:


(Dollars in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
March 31, 2024
Investment securities available for sale:
U.S. Treasury and federal agencies	$	7,818	$	—	$	99	$	7,719
Mortgage-backed securities:
Government issued or guaranteed:
Commercial		1,355		1		13		1,343
Residential		3,053		—		143		2,910
Other debt securities		171		—		9		162
		12,397		1		264		12,134
Investment securities held to maturity:
U.S. Treasury and federal agencies		1,007		—		33		974
Obligations of states and political subdivisions		2,466		—		94		2,372
Mortgage-backed securities:
Government issued or guaranteed:
Commercial		2,035		—		154		1,881
Residential		9,527		—		935		8,592
Privately issued		41		9		6		44
Other debt securities		2		—		—		2
		15,078		9		1,222		13,865
Total debt securities	$	27,475	$	10	$	1,486	$	25,999
Equity and other securities:
Readily marketable equity — at fair value	$	351	$	8	$	3	$	356
Other — at cost		928		—		—		928
Total equity and other securities	$	1,279	$	8	$	3	$	1,284

December 31, 2023
Investment securities available for sale:
U.S. Treasury and federal agencies	$	7,818	$	—	$	113	$	7,705
Mortgage-backed securities:
Government issued or guaranteed:
Commercial		425		—		9		416
Residential		2,272		—		118		2,154
Other debt securities		176		—		11		165
		10,691		—		251		10,440
Investment securities held to maturity:
U.S. Treasury and federal agencies		1,005		—		31		974
Obligations of states and political subdivisions		2,501		—		67		2,434
Mortgage-backed securities:
Government issued or guaranteed:
Commercial		2,033		—		130		1,903
Residential		9,747		4		802		8,949
Privately issued		42		9		5		46
Other debt securities		2		—		—		2
		15,330		13		1,035		14,308
Total debt securities	$	26,021	$	13	$	1,286	$	24,748
Equity and other securities:
Readily marketable equity — at fair value	$	266	$	5	$	3	$	268
Other — at cost		859		—		—		859
Total equity and other securities	$	1,125	$	5	$	3	$	1,127

- 10 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

3. Investment securities, continued

There were no significant gross realized gains or losses from sales of investment securities for the three-month periods ended March 31, 2024 and 2023. Unrealized losses on equity securities are included in "gain (loss) on bank investment securities" in the Consolidated Statement of Income.

At March 31, 2024, the amortized cost and estimated fair value of debt securities by contractual maturity were as follows:


(Dollars in millions)	Amortized Cost		Estimated Fair Value
Debt securities available for sale:
Due in one year or less	$	3,248	$	3,209
Due after one year through five years		4,691		4,628
Due after five years through ten years		50		44
Due after ten years		—		—
		7,989		7,881
Mortgage-backed securities		4,408		4,253
	$	12,397	$	12,134
Debt securities held to maturity:
Due in one year or less	$	588	$	575
Due after one year through five years		635		611
Due after five years through ten years		1,369		1,333
Due after ten years		883		829
		3,475		3,348
Mortgage-backed securities		11,603		10,517
	$	15,078	$	13,865

- 11 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

3. Investment securities, continued

A summary of investment securities that as of March 31, 2024 and December 31, 2023 had been in a continuous unrealized loss position for less than twelve months and those that had been in a continuous unrealized loss position for twelve months or longer follows:


	Less Than 12 Months				12 Months or More
(Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
March 31, 2024
Investment securities available for sale:
U.S. Treasury and federal agencies	$	2,242	$	10	$	5,177	$	89
Mortgage-backed securities:
Government issued or guaranteed:
Commercial		765		6		393		7
Residential		813		6		1,964		137
Other debt securities		—		—		156		9
		3,820		22		7,690		242
Investment securities held to maturity:
U.S. Treasury and federal agencies		49		1		925		32
Obligations of states and political subdivisions		43		—		2,284		94
Mortgage-backed securities:
Government issued or guaranteed:
Commercial		172		9		1,709		145
Residential		1,133		12		7,459		923
Privately issued		—		—		33		6
		1,397		22		12,410		1,200
Total	$	5,217	$	44	$	20,100	$	1,442

December 31, 2023
Investment securities available for sale:
U.S. Treasury and federal agencies	$	229	$	1	$	7,474	$	112
Mortgage-backed securities:
Government issued or guaranteed:
Commercial		74		1		330		8
Residential		151		2		1,959		116
Other debt securities		6		—		154		11
		460		4		9,917		247
Investment securities held to maturity:
U.S. Treasury and federal agencies		50		—		924		31
Obligations of states and political subdivisions		218		3		2,172		64
Mortgage-backed securities:
Government issued or guaranteed:
Commercial		328		9		1,575		121
Residential		955		11		7,139		791
Privately issued		—		—		34		5
		1,551		23		11,844		1,012
Total	$	2,011	$	27	$	21,761	$	1,259

- 12 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

3. Investment securities, continued

The Company owned 4,088 individual debt securities with aggregate gross unrealized losses of $1.5 billion at March 31, 2024. Based on a review of each of the securities in the investment securities portfolio at March 31, 2024, the Company concluded that it expected to recover the amortized cost basis of its investment. As of March 31, 2024, the Company does not intend to sell, nor is it anticipated that it would be required to sell, any of its impaired investment securities at a loss. At March 31, 2024, the Company has not identified events or changes in circumstances which may have a significant adverse effect on the fair value of the $928 million of cost method equity securities.

The Company estimated no material allowance for credit losses for its investment securities classified as held-to-maturity at March 31, 2024 or December 31, 2023.

At March 31, 2024 and December 31, 2023, investment securities with carrying values of $9.6 billion (including $357 million related to repurchase transactions) and $8.2 billion (including $393 million related to repurchase transactions), respectively, were pledged to secure borrowings, lines of credit and governmental deposits.

4. Loans and leases and the allowance for credit losses

A summary of current, past due and nonaccrual loans as of March 31, 2024 and December 31, 2023 follows:


(Dollars in millions)	Current		30-89 Days Past Due		Accruing Loans Past Due 90 Days or More		Nonaccrual		Total
March 31, 2024
Commercial and industrial	$	56,803	$	219	$	11	$	864	$	57,897
Real estate:
Commercial (a)		24,119		163		31		855		25,168
Residential builder and developer		984		48		—		3		1,035
Other commercial construction		5,915		155		2		141		6,213
Residential (b)		21,118		627		245		202		22,192
Residential — limited documentation		801		30		—		53		884
Consumer:
Home equity lines and loans		4,437		34		—		87		4,558
Recreational finance		10,553		71		—		30		10,654
Automobile		4,252		43		—		13		4,308
Other		1,982		20		8		54		2,064
Total	$	130,964	$	1,410	$	297	$	2,302	$	134,973

December 31, 2023
Commercial and industrial	$	56,091	$	238	$	11	$	670	$	57,010
Real estate:
Commercial (a)		24,072		311		25		869		25,277
Residential builder and developer		1,065		5		—		3		1,073
Other commercial construction		6,322		159		1		171		6,653
Residential (b)		21,080		763		295		215		22,353
Residential — limited documentation		825		31		—		55		911
Consumer:
Home equity lines and loans		4,528		40		—		81		4,649
Recreational finance		9,935		87		—		36		10,058
Automobile		3,918		60		—		14		3,992
Other		2,003		30		7		52		2,092
Total	$	129,839	$	1,724	$	339	$	2,166	$	134,068

(a)

Commercial real estate loans held for sale were $563 million at March 31, 2024 and $189 million at December 31, 2023.

(b)

One-to-four family residential mortgage loans held for sale were $165 million at March 31, 2024 and $190 million at December 31, 2023.

- 13 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

4. Loans and leases and the allowance for credit losses, continued

Credit quality indicators

The Company utilizes a loan grading system to differentiate risk amongst its commercial and industrial loans and commercial real estate loans. Loans with a lower expectation of default are assigned one of ten possible “pass” loan grades and are generally ascribed lower loss factors when determining the allowance for credit losses. Loans with an elevated level of credit risk are classified as “criticized” and are ascribed a higher loss factor when determining the allowance for credit losses. Criticized loans may be classified as “nonaccrual” if the Company no longer expects to collect all amounts according to the contractual terms of the loan agreement or the loan is delinquent 90 days or more.

Line of business personnel in different geographic locations with support from and review by the Company’s credit risk personnel review and reassign loan grades based on their detailed knowledge of individual borrowers and their judgment of the impact on such borrowers resulting from changing conditions in their respective regions. Factors considered in assigning loan grades include borrower-specific information related to expected future cash flows and operating results, collateral values, geographic location, financial condition and performance, payment status, and other information. The Company’s policy is that at least annually, updated financial information be obtained from commercial borrowers associated with pass grade loans and additional analysis performed. On a quarterly basis, the Company’s credit personnel review all criticized commercial and industrial loans and commercial real estate loans greater than $5 million to determine the appropriateness of the assigned loan grade, including whether the loan should be reported as accruing or nonaccruing.

The following table summarizes the loan grades applied at March 31, 2024 to the various classes of the Company’s commercial and industrial loans and commercial real estate loans and gross charge-offs for those types of loans for the three-month period ended March 31, 2024 by origination year.


	Term Loans by Origination Year												Revolving		Revolving Loans Converted to Term
(Dollars in millions)	2024		2023		2022		2021		2020		Prior		Loans		Loans		Total
Commercial and industrial:
Pass	$	2,012	$	8,129	$	7,567	$	4,441	$	2,099	$	6,456	$	22,719	$	74	$	53,497
Criticized accrual		32		306		422		277		117		602		1,745		35		3,536
Criticized nonaccrual		2		54		89		62		71		206		364		16		864
Total commercial and industrial	$	2,046	$	8,489	$	8,078	$	4,780	$	2,287	$	7,264	$	24,828	$	125	$	57,897
Gross charge-offs	$	—	$	7	$	9	$	4	$	3	$	5	$	50	$	—	$	78
Real estate:
Commercial:
Pass	$	696	$	1,783	$	1,652	$	1,331	$	2,013	$	11,278	$	435	$	—	$	19,188
Criticized accrual		—		273		815		464		558		3,008		7		—		5,125
Criticized nonaccrual		—		—		46		11		101		695		2		—		855
Total commercial real estate	$	696	$	2,056	$	2,513	$	1,806	$	2,672	$	14,981	$	444	$	—	$	25,168
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	13	$	—	$	—	$	13
Residential builder and developer:
Pass	$	89	$	509	$	187	$	34	$	5	$	14	$	102	$	—	$	940
Criticized accrual		—		2		21		21		—		46		2		—		92
Criticized nonaccrual		—		—		—		2		—		1		—		—		3
Total residential builder and developer	$	89	$	511	$	208	$	57	$	5	$	61	$	104	$	—	$	1,035
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	1	$	—	$	—	$	1
Other commercial construction:
Pass	$	27	$	990	$	1,231	$	590	$	273	$	589	$	45	$	—	$	3,745
Criticized accrual		—		75		538		460		567		687		—		—		2,327
Criticized nonaccrual		—		—		11		10		45		75		—		—		141
Total other commercial construction	$	27	$	1,065	$	1,780	$	1,060	$	885	$	1,351	$	45	$	—	$	6,213
Gross charge-offs	$	—	$	—	$	2	$	—	$	—	$	7	$	2	$	—	$	11

- 14 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

4. Loans and leases and the allowance for credit losses, continued

The Company considers repayment performance a significant indicator of credit quality for its residential real estate loan and consumer loan portfolios. A summary of loans in accrual and nonaccrual status at March 31, 2024 for the various classes of the Company’s residential real estate loans and consumer loans and gross charge-offs for those types of loans for the three-month period ended March 31, 2024 by origination year follows:


	Term Loans by Origination Year												Revolving		Revolving Loans Converted to Term
(Dollars in millions)	2024		2023		2022		2021		2020		Prior		Loans		Loans		Total
Residential:
Current	$	478	$	1,499	$	4,667	$	3,717	$	2,533	$	8,131	$	93	$	—	$	21,118
30-89 days past due		—		6		107		62		30		422		—		—		627
Accruing loans past due 90 days or more		—		2		21		19		15		188		—		—		245
Nonaccrual		—		1		15		10		2		173		1		—		202
Total residential	$	478	$	1,508	$	4,810	$	3,808	$	2,580	$	8,914	$	94	$	—	$	22,192
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	1	$	—	$	—	$	1
Residential - limited documentation:
Current	$	—	$	—	$	—	$	—	$	—	$	801	$	—	$	—	$	801
30-89 days past due		—		—		—		—		—		30		—		—		30
Accruing loans past due 90 days or more		—		—		—		—		—		—		—		—		—
Nonaccrual		—		—		—		—		—		53		—		—		53
Total residential - limited documentation	$	—	$	—	$	—	$	—	$	—	$	884	$	—	$	—	$	884
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Consumer:
Home equity lines and loans:
Current	$	—	$	—	$	—	$	2	$	2	$	105	$	2,972	$	1,356	$	4,437
30-89 days past due		—		—		—		—		—		3		—		31		34
Accruing loans past due 90 days or more		—		—		—		—		—		—		—		—		—
Nonaccrual		—		—		—		—		—		5		1		81		87
Total home equity lines and loans	$	—	$	—	$	—	$	2	$	2	$	113	$	2,973	$	1,468	$	4,558
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1	$	1
Recreational finance:
Current	$	1,028	$	2,531	$	2,252	$	1,790	$	1,233	$	1,719	$	—	$	—	$	10,553
30-89 days past due		1		11		12		14		13		20		—		—		71
Accruing loans past due 90 days or more		—		—		—		—		—		—		—		—		—
Nonaccrual		—		4		6		6		4		10		—		—		30
Total recreational finance	$	1,029	$	2,546	$	2,270	$	1,810	$	1,250	$	1,749	$	—	$	—	$	10,654
Gross charge-offs	$	—	$	3	$	5	$	6	$	4	$	7	$	—	$	—	$	25
Automobile:
Current	$	684	$	1,026	$	1,004	$	942	$	371	$	225	$	—	$	—	$	4,252
30-89 days past due		1		7		11		11		6		7		—		—		43
Accruing loans past due 90 days or more		—		—		—		—		—		—		—		—		—
Nonaccrual		—		2		2		3		2		4		—		—		13
Total automobile	$	685	$	1,035	$	1,017	$	956	$	379	$	236	$	—	$	—	$	4,308
Gross charge-offs	$	—	$	2	$	2	$	2	$	1	$	1	$	—	$	—	$	8
Other:
Current	$	69	$	219	$	155	$	105	$	28	$	27	$	1,378	$	1	$	1,982
30-89 days past due		1		1		3		1		—		1		12		1		20
Accruing loans past due 90 days or more		—		—		—		—		—		—		8		—		8
Nonaccrual		1		1		1		—		—		—		51		—		54
Total other	$	71	$	221	$	159	$	106	$	28	$	28	$	1,449	$	2	$	2,064
Gross charge-offs	$	1	$	3	$	3	$	1	$	1	$	—	$	16	$	—	$	25
Total loans and leases at March 31, 2024	$	5,121	$	17,431	$	20,835	$	14,385	$	10,088	$	35,581	$	29,937	$	1,595	$	134,973
Total gross charge-offs for the three months ended March 31, 2024	$	1	$	15	$	21	$	13	$	9	$	35	$	68	$	1	$	163

- 15 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

4. Loans and leases and the allowance for credit losses, continued

The following table summarizes the loan grades applied at December 31, 2023 to the various classes of the Company’s commercial and industrial loans and commercial real estate loans by origination year.


	Term Loans by Origination Year												Revolving		Revolving Loans Converted to Term
(Dollars in millions)	2023		2022		2021		2020		2019		Prior		Loans		Loans		Total
Commercial and industrial:
Pass	$	8,689	$	8,087	$	4,800	$	2,248	$	2,169	$	4,843	$	22,345	$	70	$	53,251
Criticized accrual		292		279		277		142		127		481		1,460		31		3,089
Criticized nonaccrual		29		68		56		75		36		150		243		13		670
Total commercial and industrial	$	9,010	$	8,434	$	5,133	$	2,465	$	2,332	$	5,474	$	24,048	$	114	$	57,010
Real estate:
Commercial:
Pass	$	2,048	$	1,742	$	1,367	$	2,011	$	3,059	$	8,491	$	440	$	—	$	19,158
Criticized accrual		227		891		465		456		966		2,238		7		—		5,250
Criticized nonaccrual		—		46		3		113		93		611		3		—		869
Total commercial real estate	$	2,275	$	2,679	$	1,835	$	2,580	$	4,118	$	11,340	$	450	$	—	$	25,277
Residential builder and developer:
Pass	$	530	$	252	$	41	$	6	$	2	$	12	$	116	$	—	$	959
Criticized accrual		1		18		30		—		59		—		3		—		111
Criticized nonaccrual		—		—		3		—		—		—		—		—		3
Total residential builder and developer	$	531	$	270	$	74	$	6	$	61	$	12	$	119	$	—	$	1,073
Other commercial construction:
Pass	$	813	$	1,366	$	651	$	373	$	646	$	187	$	30	$	—	$	4,066
Criticized accrual		53		391		390		691		565		326		—		—		2,416
Criticized nonaccrual		—		14		10		46		50		49		2		—		171
Total other commercial construction	$	866	$	1,771	$	1,051	$	1,110	$	1,261	$	562	$	32	$	—	$	6,653

- 16 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

4. Loans and leases and the allowance for credit losses, continued

A summary of loans in accrual and nonaccrual status at December 31, 2023 for the various classes of the Company’s residential real estate loans and consumer loans by origination year follows:


	Term Loans by Origination Year												Revolving		Revolving Loans Converted to Term
(Dollars in millions)	2023		2022		2021		2020		2019		Prior		Loans		Loans		Total
Residential:
Current	$	1,726	$	4,709	$	3,732	$	2,543	$	1,215	$	7,060	$	95	$	—	$	21,080
30-89 days past due		18		120		88		52		28		457		—		—		763
Accruing loans past due 90 days or more		1		30		28		17		14		205		—		—		295
Nonaccrual		1		17		10		3		4		179		1		—		215
Total residential	$	1,746	$	4,876	$	3,858	$	2,615	$	1,261	$	7,901	$	96	$	—	$	22,353
Residential - limited documentation:
Current	$	—	$	—	$	—	$	—	$	—	$	825	$	—	$	—	$	825
30-89 days past due		—		—		—		—		—		31		—		—		31
Accruing loans past due 90 days or more		—		—		—		—		—		—		—		—		—
Nonaccrual		—		—		—		—		—		55		—		—		55
Total residential - limited documentation	$	—	$	—	$	—	$	—	$	—	$	911	$	—	$	—	$	911
Consumer:
Home equity lines and loans:
Current	$	—	$	—	$	2	$	2	$	13	$	98	$	3,022	$	1,391	$	4,528
30-89 days past due		—		—		—		—		—		3		—		37		40
Accruing loans past due 90 days or more		—		—		—		—		—		—		—		—		—
Nonaccrual		—		—		—		—		—		5		3		73		81
Total home equity lines and loans	$	—	$	—	$	2	$	2	$	13	$	106	$	3,025	$	1,501	$	4,649
Recreational finance:
Current	$	2,653	$	2,338	$	1,857	$	1,286	$	781	$	1,020	$	—	$	—	$	9,935
30-89 days past due		11		16		19		14		11		16		—		—		87
Accruing loans past due 90 days or more		—		—		—		—		—		—		—		—		—
Nonaccrual		3		5		8		6		5		9		—		—		36
Total recreational finance	$	2,667	$	2,359	$	1,884	$	1,306	$	797	$	1,045	$	—	$	—	$	10,058
Automobile:
Current	$	1,063	$	1,096	$	1,047	$	427	$	198	$	87	$	—	$	—	$	3,918
30-89 days past due		8		15		17		9		6		5		—		—		60
Accruing loans past due 90 days or more		—		—		—		—		—		—		—		—		—
Nonaccrual		2		3		3		2		2		2		—		—		14
Total automobile	$	1,073	$	1,114	$	1,067	$	438	$	206	$	94	$	—	$	—	$	3,992
Other:
Current	$	250	$	176	$	118	$	33	$	13	$	18	$	1,392	$	3	$	2,003
30-89 days past due		3		3		2		—		—		1		20		1		30
Accruing loans past due 90 days or more		—		—		—		—		—		—		7		—		7
Nonaccrual		2		1		1		—		—		—		48		—		52
Total other	$	255	$	180	$	121	$	33	$	13	$	19	$	1,467	$	4	$	2,092
Total loans and leases at December 31, 2023	$	18,423	$	21,683	$	15,025	$	10,555	$	10,062	$	27,464	$	29,237	$	1,619	$	134,068

- 17 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

4. Loans and leases and the allowance for credit losses, continued

Allowance for credit losses

For purposes of determining the level of the allowance for credit losses, the Company evaluates its loan and lease portfolio by type. Changes in the allowance for credit losses for the three months ended March 31, 2024 and 2023 were as follows:


	Commercial and			Real Estate
(Dollars in millions)	industrial			Commercial			Residential			Consumer			Total
Three Months Ended March 31, 2024
Beginning balance	$	620		$	764		$	116		$	629		$	2,129
Provision for credit losses		137			9			2			52			200
Net charge-offs:
Charge-offs		(78	)		(25	)		(1	)		(59	)		(163	)
Recoveries		5			6			1			13			25
Net charge-offs		(73	)		(19	)		—			(46	)		(138	)
Ending balance	$	684		$	754		$	118		$	635		$	2,191


Three Months Ended March 31, 2023
Beginning balance	$	568		$	611		$	115		$	631		$	1,925
Provision for credit losses		21			86			(1	)		14			120
Net charge-offs:
Charge-offs		(20	)		(29	)		(2	)		(44	)		(95	)
Recoveries		10			1			1			13			25
Net charge-offs		(10	)		(28	)		(1	)		(31	)		(70	)
Ending balance	$	579		$	669		$	113		$	614		$	1,975

Despite the allocation in the preceding tables, the allowance for credit losses is general in nature and is available to absorb losses from any loan or lease type. In determining the allowance for credit losses, accruing loans with similar risk characteristics are generally evaluated collectively. The Company utilizes statistically developed models to project principal balances over the remaining contractual lives of the loan portfolios and to determine estimated credit losses through a reasonable and supportable forecast period. Individual loan credit quality indicators, including loan grade and borrower repayment performance, can inform the models, which have been statistically developed based on historical correlations of credit losses with prevailing economic metrics, including unemployment, GDP and real estate prices. Model forecasts may be adjusted for inherent limitations or biases that have been identified through independent validation and back-testing of model performance to actual realized results. At each of March 31, 2024 and December 31, 2023, the Company utilized a reasonable and supportable forecast period of two years. Subsequent to this forecast period the Company reverted, ratably over a one-year period, to historical loss experience to inform its estimate of losses for the remaining contractual life of each portfolio.

- 18 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

4. Loans and leases and the allowance for credit losses, continued

The Company also estimates losses attributable to specific troubled credits identified through both normal and targeted credit review processes. The amounts of specific loss components in the Company’s loan and lease portfolios are determined through a loan-by-loan analysis of larger balance commercial and industrial loans and commercial real estate loans that are in nonaccrual status. Such loss estimates are typically based on expected future cash flows, collateral values and other factors that may impact the borrower’s ability to pay. To the extent that those loans are collateral-dependent, they are evaluated based on the fair value of the loan’s collateral as estimated at or near the financial statement date. As the quality of a loan deteriorates to the point of classifying the loan as “criticized,” the process of obtaining updated collateral valuation information is usually initiated, unless it is not considered warranted given factors such as the relative size of the loan, the characteristics of the collateral or the age of the last valuation. In those cases where current appraisals may not yet be available, prior appraisals are utilized with adjustments, as deemed necessary, for estimates of subsequent declines in values as determined by line of business and/or loan workout personnel. Those adjustments are reviewed and assessed for reasonableness by the Company’s credit risk personnel. Accordingly, for real estate collateral securing larger nonaccrual commercial and industrial loans and commercial real estate loans, estimated collateral values are based on current appraisals and estimates of value. For non-real estate loans, collateral is assigned a discounted estimated liquidation value and, depending on the nature of the collateral, is verified through field exams or other procedures. In assessing collateral, real estate and non-real estate values are reduced by an estimate of selling costs.

For residential real estate loans, including home equity loans and lines of credit, the excess of the loan balance over the net realizable value of the property collateralizing the loan is charged-off when the loan becomes 150 days delinquent. That charge-off is based on recent indications of value from external parties that are generally obtained shortly after a loan becomes nonaccrual. Loans to consumers that file for bankruptcy are generally charged-off to estimated net collateral value shortly after the Company is notified of such filings. When evaluating individual home equity loans and lines of credit for charge-off and for purposes of estimating losses in determining the allowance for credit losses, the Company gives consideration to the required repayment of any first lien positions related to collateral property.

Changes in the amount of the allowance for credit losses reflect the outcome of the procedures described herein, including the impact of changes in macroeconomic forecasts as compared with previous forecasts, as well as the impact of portfolio concentrations, imprecision in economic forecasts, geopolitical conditions and other risk factors that might influence the loss estimation process.

The Company’s reserve for off-balance sheet credit exposures was not material at March 31, 2024 and December 31, 2023.

- 19 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

4. Loans and leases and the allowance for credit losses, continued

Information with respect to loans and leases that were considered nonaccrual at the beginning and end of the reporting period and the interest income recognized on such loans for the three-month periods ended March 31, 2024 and 2023 follows:


	Amortized Cost with Allowance		Amortized Cost without Allowance		Total		Amortized Cost			Interest Income Recognized
(Dollars in millions)	March 31, 2024							January 1, 2024		Three Months Ended March 31, 2024
Commercial and industrial	$	590	$	274	$	864		$	670	$	2
Real estate:
Commercial		379		476		855			869		6
Residential builder and developer		3		—		3			3		—
Other commercial construction		33		108		141			171		—
Residential		82		120		202			215		3
Residential — limited documentation		18		35		53			55		1
Consumer:
Home equity lines and loans		48		39		87			81		1
Recreational finance		18		12		30			36		—
Automobile		7		6		13			14		—
Other		54		—		54			52		—
Total	$	1,232	$	1,070	$	2,302		$	2,166	$	13

(Dollars in millions)	March 31, 2023							January 1, 2023		Three Months Ended March 31, 2023
Commercial and industrial	$	227	$	342	$	569		$	504	$	3
Real estate:
Commercial		364		966		1,330			1,240		5
Residential builder and developer		3		—		3			1		—
Other commercial construction		94		49		143			125		2
Residential		125		129		254			272		5
Residential — limited documentation		40		29		69			78		—
Consumer:
Home equity lines and loans		39		42		81			85		2
Recreational finance		24		10		34			45		—
Automobile		23		4		27			40		—
Other		47		—		47			49		—
Total	$	986	$	1,571	$	2,557		$	2,439	$	17

- 20 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

4. Loans and leases and the allowance for credit losses, continued

Loan modifications

During the normal course of business, the Company modifies loans to maximize recovery efforts from borrowers experiencing financial difficulty. Such loan modifications typically include payment deferrals and interest rate reductions but may also include other modified terms. Those modified loans may be considered nonaccrual if the Company does not expect to collect the contractual cash flows owed under the loan agreement. The table that follows summarizes the Company’s loan modification activities to borrowers experiencing financial difficulty for the three-month periods ended March 31, 2024 and 2023:


	Amortized cost at March 31, 2024
(Dollars in millions)	Payment Deferral		Interest Rate Reduction		Other		Combination of Modification Types (a)		Total (b) (c)		Percent of Total Loan Class
Three Months Ended March 31, 2024
Commercial and industrial	$	184	$	—	$	—	$	—	$	184		.32	%
Real estate:
Commercial		267		—		—		3		270	1.07
Residential builder and developer		2		—		—		—		2		.18
Other commercial construction		131		—		—		—		131	2.11
Residential		48		—		—		1		49		.22
Residential — limited documentation		2		—		—		—		2		.17
Consumer:
Home equity lines and loans		—		—		—		—		—		—
Recreational finance		—		—		—		—		—		—
Automobile		—		—		—		—		—		—
Other		—		—		—		—		—		—
Total	$	634	$	—	$	—	$	4	$	638		.47	%


	Amortized cost at March 31, 2023
(Dollars in millions)	Payment Deferral		Interest Rate Reduction		Other		Combination of Modification Types (a)		Total (b) (c)		Percent of Total Loan Class
Three Months Ended March 31, 2023
Commercial and industrial	$	70	$	—	$	—	$	—	$	70		.13	%
Real estate:
Commercial		94		—		—		—		94		.35
Residential builder and developer		8		—		—		—		8		.64
Other commercial construction		92		—		—		—		92	1.39
Residential		33		—		—		2		35		.15
Residential — limited documentation		5		—		—		—		5		.51
Consumer:
Home equity lines and loans		—		—		—		—		—		—
Recreational finance		—		—		—		—		—		—
Automobile		—		—		—		—		—		—
Other		—		—		—		—		—		—
Total	$	302	$	—	$	—	$	2	$	304		.23	%

(a)

Predominantly payment deferrals combined with interest rate reductions.

(b)

Includes approximately $44 million and $23 million of loans guaranteed by government-related entities (predominantly first lien residential mortgage loans) for the three-month periods ended March 31, 2024 and 2023, respectively.

(c)

Excludes unfunded commitments to extend credit totaling $29 million and $11 million for the three-month periods ended March 31, 2024 and 2023, respectively.

- 21 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

4. Loans and leases and the allowance for credit losses, continued

The financial effects of the modifications for the three-month periods ended March 31, 2024 and 2023 include an increase in the weighted-average remaining term for commercial and industrial loans of 0.7 years and 1.2 years, respectively, for commercial real estate loans, inclusive of residential builder and development loans and other commercial construction loans of 0.8 years and 1.2 years, respectively, and for residential real estate loans of 11.4 years and 9.1 years, respectively.

Modified loans to borrowers experiencing financial difficulty are subject to the allowance for credit losses methodology described herein, including the use of models to inform credit loss estimates and, to the extent larger balance commercial and industrial loans and commercial real estate loans are in nonaccrual status, a loan-by-loan analysis of expected credit losses on those individual loans. Loans to borrowers experiencing financial difficulty that were modified during the three months ended March 31, 2023 and for which there was a subsequent payment default during that period were not material. The following table summarizes the payment status, at March 31, 2024, of loans that were modified during the twelve-month period ended March 31, 2024.


	Payment status at March 31, 2024 (amortized cost)
(Dollars in millions)	Current		30-89 Days Past Due		Past Due 90 Days or More (a)		Total
Twelve Months Ended March 31, 2024
Commercial and industrial	$	310	$	7	$	10	$	327
Real estate:
Commercial		715		33		24		772
Residential builder and developer		14		39		—		53
Other commercial construction		534		5		—		539
Residential (b)		112		35		30		177
Residential — limited documentation		6		2		—		8
Consumer:
Home equity lines and loans		2		—		—		2
Recreational finance		—		—		—		—
Automobile		—		—		—		—
Other		—		—		—		—
Total	$	1,693	$	121	$	64	$	1,878

(a) Predominantly loan modifications with payment deferrals.

(b) Includes loans guaranteed by government-related entities classified as 30 to 89 days past due of $30 million and as past due 90 days or more of $27 million.

The amount of foreclosed property held by the Company, predominantly consisting of residential real estate, was $38 million and $39 million at March 31, 2024 and December 31, 2023, respectively. There were $165 million and $170 million at March 31, 2024 and December 31, 2023, respectively, of loans secured by residential real estate that were in the process of foreclosure. Of all loans in the process of foreclosure at March 31, 2024, approximately 35% were government guaranteed.

At March 31, 2024, approximately $14.9 billion of commercial and industrial loans, including leases, $16.2 billion of commercial real estate loans, $18.6 billion of one-to-four family residential real estate loans, $2.6 billion of home equity loans and lines of credit and $10.9 billion of other consumer loans were pledged to secure outstanding borrowings and available lines of credit from FHLB and the FRB of New York. At December 31, 2023, approximately $13.4 billion of commercial and industrial loans, including leases, $16.4 billion of commercial real estate loans, $18.8 billion of one-to-four family residential real estate loans, $2.6 billion of home equity loans and lines of credit and $11.0 billion of other consumer loans were pledged to secure outstanding borrowings and available lines of credit from the FHLB and the FRB of New York as described in note 5.

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NOTES TO FINANCIAL STATEMENTS, CONTINUED

5. Borrowings


(Dollars in millions)	March 31, 2024		December 31, 2023
Short-term borrowings
Federal funds purchased and repurchase agreements	$	295	$	316
FHLB advances		4,500		5,000
Total short-term borrowings	$	4,795	$	5,316

Long-term borrowings
Senior notes - M&T	$	3,276	$	2,482
Senior notes - M&T Bank		3,743		3,741
FHLB advances		2,005		5
Subordinated notes - M&T		75		76
Subordinated notes - M&T Bank		866		873
Junior subordinated debentures - M&T		541		540
Asset-backed notes		934		474
Other		10		10
Total long-term borrowings	$	11,450	$	8,201

In February 2024, M&T Bank advanced $2.0 billion from the FHLB of New York which matures in February 2025 at a variable rate of SOFR plus 25 basis points payable quarterly until maturity. In March 2024, M&T issued $850 million of senior notes that mature in March 2032 and pay a 6.082% fixed rate semi-annually until March 2031 after which SOFR plus 2.26% will be paid quarterly until maturity. Also in March 2024, M&T Bank issued asset-backed notes secured by automobile loans. A total of $511 million of such notes were purchased by third parties. Those asset-backed notes had a weighted-average estimated life of approximately two years and a weighted-average interest rate of 5.29% at the time of securitization. Further information about this financing transaction is provided in note 11.

M&T Bank had secured borrowing facilities available with the FHLB of New York and the FRB of New York totaling approximately $14.6 billion and $18.4 billion, respectively, at March 31, 2024. M&T Bank is required to pledge loans and investment securities as collateral for these borrowing facilities and could increase the availability under such facilities by pledging additional assets.

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NOTES TO FINANCIAL STATEMENTS, CONTINUED

6. Revenue from contracts with customers

The Company generally charges customer accounts or otherwise bills customers upon completion of its services. Typically, the Company’s contracts with customers have a duration of one year or less and payment for services is received at least annually, but oftentimes more frequently as services are provided. At March 31, 2024 and December 31, 2023, the Company had $63 million and $68 million, respectively, of amounts receivable related to recognized revenue from the sources in the accompanying tables. Such amounts are classified in "accrued interest and other assets" in the Company’s Consolidated Balance Sheet. In certain situations, the Company is paid in advance of providing services and defers the recognition of revenue until its service obligation is satisfied. At March 31, 2024 and December 31, 2023, the Company had deferred revenue of $52 million and $54 million, respectively, related to the sources in the accompanying tables recorded in "accrued interest and other liabilities" in the Consolidated Balance Sheet.

The following tables summarize sources of the Company’s noninterest income during the three-month periods ended March 31, 2024 and 2023 that are subject to the revenue recognition accounting guidance.


(Dollars in millions)	Commercial Bank		Retail Bank		Institutional Services and Wealth Management		Total
Three Months Ended March 31, 2024
Classification in Consolidated Statement of Income
Service charges on deposit accounts	$	40	$	84	$	—	$	124
Trust income		1		—		159		160
Brokerage services income		2		—		27		29
Other revenues from operations:
Merchant discount and credit card interchange fees		17		20		—		37
Other		8		7		2		17
	$	68	$	111	$	188	$	367

Three Months Ended March 31, 2023
Classification in Consolidated Statement of Income
Service charges on deposit accounts	$	34	$	79	$	—	$	113
Trust income		—		—		194		194
Brokerage services income		2		—		22		24
Other revenues from operations:
Merchant discount and credit card interchange fees		17		20		—		37
Other		6		8		1		15
	$	59	$	107	$	217	$	383

7. Pension plans and other postretirement benefits

The Company provides defined pension and other postretirement benefits (including health care and life insurance benefits) to qualified retired employees. Net periodic benefit for defined benefit plans consisted of the following:


	Pension Benefits						Other Postretirement Benefits
	Three Months Ended March 31,
(Dollars in millions)	2024			2023			2024			2023
Service cost	$	2		$	3		$	—		$	—
Interest cost on projected benefit obligation		29			29			1			1
Expected return on plan assets		(51	)		(51	)		—			—
Amortization of net actuarial gain		—			(1	)		(1	)		(1	)
Net periodic benefit	$	(20	)	$	(20	)	$	—		$	—

Service cost is reflected in "salaries and employee benefits" and the other components of net periodic benefit cost are reflected in "other costs of operations" in the Consolidated Statement of Income. Expenses incurred in connection with the Company's defined contribution pension and retirement savings plans totaled $45 million and $44 million for the three months ended March 31, 2024 and 2023, respectively.

- 24 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

8. Earnings per common share

The computations of basic earnings per common share follow:


	Three Months Ended March 31,
(Dollars in millions, except per share, shares in thousands)	2024			2023
Income available to common shareholders:
Net income	$	531		$	702
Less: Preferred stock dividends		(25	)		(25	)
Net income available to common equity		506			677
Less: Income attributable to unvested stock-based compensation awards		(1	)		(1	)
Net income available to common shareholders	$	505		$	676
Weighted-average shares outstanding:
Common shares outstanding (including common stock issuable) and unvested stock-based compensation awards		166,738			168,010
Less: Unvested stock-based compensation awards		(278	)		(278	)
Weighted-average shares outstanding		166,460			167,732

Basic earnings per common share	$	3.04		$	4.03

The computations of diluted earnings per common share follow:


	Three Months Ended March 31,
(Dollars in millions, except per share, shares in thousands)	2024			2023
Net income available to common equity	$	506		$	677
Less: Income attributable to unvested stock-based compensation awards		(1	)		(1	)
Net income available to common shareholders	$	505		$	676
Adjusted weighted-average shares outstanding:
Common shares outstanding (including common stock issuable) and unvested stock-based compensation awards		166,738			168,010
Less: Unvested stock-based compensation awards		(278	)		(278	)
Plus: Incremental shares from assumed conversion of stock-based compensation awards		624			678
Adjusted weighted-average shares outstanding		167,084			168,410

Diluted earnings per common share	$	3.02		$	4.01

GAAP defines unvested share-based awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities that shall be included in the computation of earnings per common share pursuant to the two-class method. The Company has issued stock-based compensation awards in the form of restricted stock and restricted stock units which, in accordance with GAAP, are considered participating securities.

Stock-based compensation awards to purchase common stock of M&T representing 1,328,190 common shares and 1,367,054 common shares during the three months ended March 31, 2024 and 2023, respectively, were not included in the computations of diluted earnings per common share because the effect on those periods would have been antidilutive.

- 25 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

9. Comprehensive income

The following tables display the components of other comprehensive income (loss) and amounts reclassified from accumulated other comprehensive income (loss) to net income:


	Investment			Cash Flow			Defined Benefit						Total Amount				Income
(Dollars in millions)	Securities			Hedges			Plans			Other			Before Tax				Tax			Net
Balance — January 1, 2024	$	(251	)	$	(203	)	$	(155	)	$	(7	)	$	(616	)		$	157		$	(459	)
Other comprehensive income (loss) before reclassifications:
Unrealized holding losses, net		(13	)		—			—			—			(13	)			2			(11	)
Foreign currency translation adjustment		—			—			—			(2	)		(2	)			—			(2	)
Unrealized losses on cash flow hedges		—			(243	)		—			—			(243	)			60			(183	)
Total other comprehensive income (loss) before reclassifications		(13	)		(243	)		—			(2	)		(258	)			62			(196	)
Amounts reclassified from accumulated other comprehensive income (loss) that (increase) decrease net income:
Losses realized in net income		1			—			—			—			1				—			1
Net yield adjustment from cash flow hedges currently in effect		—			87			—			—			87		(a)		(21	)		66
Amortization of actuarial losses		—			—			(1	)		—			(1	)	(b)		—			(1	)
Total other comprehensive income (loss)		(12	)		(156	)		(1	)		(2	)		(171	)			41			(130	)
Balance — March 31, 2024	$	(263	)	$	(359	)	$	(156	)	$	(9	)	$	(787	)		$	198		$	(589	)


Balance — January 1, 2023	$	(444	)	$	(336	)	$	(273	)	$	(13	)	$	(1,066	)		$	276		$	(790	)
Other comprehensive income (loss) before reclassifications:
Unrealized holding gains, net		89			—			—			—			89				(24	)		65
Foreign currency translation adjustment		—			—			—			2			2				(1	)		1
Unrealized losses on cash flow hedges		—			51			—			—			51				(13	)		38
Total other comprehensive income (loss) before reclassifications		89			51			—			2			142				(38	)		104
Amounts reclassified from accumulated other comprehensive income (loss) that (increase) decrease net income:
Net yield adjustment from cash flow hedges currently in effect		—			59			—			—			59		(a)		(16	)		43
Amortization of actuarial losses		—			—			(2	)		—			(2	)	(b)		—			(2	)
Total other comprehensive income (loss)		89			110			(2	)		2			199				(54	)		145
Balance — March 31, 2023	$	(355	)	$	(226	)	$	(275	)	$	(11	)	$	(867	)		$	222		$	(645	)

(a)

Included in "interest income" in the Consolidated Statement of Income.

(b)

Included in "other costs of operations" in the Consolidated Statement of Income.

Accumulated other comprehensive income (loss), net consisted of the following:


							Defined
	Investment			Cash Flow			Benefit
(Dollars in millions)	Securities			Hedges			Plans			Other			Total
Balance — December 31, 2023	$	(187	)	$	(151	)	$	(115	)	$	(6	)	$	(459	)
Net loss during period		(10	)		(117	)		(1	)		(2	)		(130	)
Balance — March 31, 2024	$	(197	)	$	(268	)	$	(116	)	$	(8	)	$	(589	)

- 26 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

10. Derivative financial instruments

As part of managing interest rate risk, the Company enters into interest rate swap agreements to modify the repricing characteristics of certain portions of the Company’s portfolios of earning assets and interest-bearing liabilities. The Company designates interest rate swap agreements utilized in the management of interest rate risk as either fair value hedges or cash flow hedges. Interest rate swap agreements are generally entered into with counterparties that meet established credit standards and most contain master netting, collateral and/or settlement provisions protecting the at-risk party. Based on adherence to the Company’s credit standards and the presence of the netting, collateral or settlement provisions, the Company believes that the credit risk inherent in these contracts was not material as of March 31, 2024.

The net effect of interest rate swap agreements was to decrease net interest income by $100 million and $69 million during the three-month periods ended March 31, 2024 and 2023, respectively.

Information about interest rate swap agreements entered into for interest rate risk management purposes summarized by type of financial instrument the swap agreements were intended to hedge follows:


			Average		Weighted-						Estimated
	Notional		Maturity		Average Rate						Fair Value
(Dollars in millions)	Amount		(In years)		Fixed			Variable			Gain (Loss) (a)
March 31, 2024
Fair value hedges:
Fixed rate long-term borrowings (b) (c)	$	3,850		5.9		3.48	%		5.51	%	$	—
Cash flow hedges:
Interest payments on variable rate commercial real estate loans (b) (d)		23,427		1.7	3.38			5.33				2
Total	$	27,277		2.3							$	2
December 31, 2023
Fair value hedges:
Fixed rate long-term borrowings (b) (e)	$	3,000		5.8		3.45	%		5.62	%	$	(1	)
Cash flow hedges:
Interest payments on variable rate commercial real estate loans (b) (f)		23,977		1.7	3.45			5.36				11
Total	$	26,977		2.2							$	10

(a)

Certain clearinghouse exchanges consider payments by counterparties for variation margin on derivative instruments to be settlements of those positions. The impact of such payments for interest rate swap agreements designated as fair value hedges was a net settlement of losses of $104 million at March 31, 2024 and $43 million at December 31, 2023. The impact of such payments on interest rate swap agreements designated as cash flow hedges was a net settlement of losses of $361 million at March 31, 2024 and $214 million at December 31, 2023.

(b)

Under the terms of these agreements, the Company receives settlement amounts at a fixed rate and pays at a variable rate.

(c)

Includes notional amount and terms of $1.8 billion of forward-starting interest rate swap agreements that become effective in 2025.

(d)

Includes notional amount and terms of $6.0 billion of forward-starting interest rate swap agreements that become effective in 2024 and 2025.

(e)

Includes notional amount and terms of $1.0 billion of forward-starting interest rate swap agreements that become effective in 2025.

(f)

Includes notional amount and terms of $9.0 billion of forward-starting interest rate swap agreements that become effective in 2024.

The Company utilizes commitments to sell residential and commercial real estate loans to hedge the exposure to changes in the fair value of real estate loans held for sale. Such commitments have generally been designated as fair value hedges. The Company also utilizes commitments to sell real estate loans to offset the exposure to changes in the fair value of certain commitments to originate real estate loans for sale.

Other derivative financial instruments not designated as hedging instruments included interest rate contracts, foreign exchange and other option and futures contracts. Interest rate contracts not designated as hedging instruments had notional values of $43.4 billion and $44.4 billion at March 31, 2024 and December 31, 2023, respectively. The notional amounts of foreign exchange and other option and futures contracts not designated as hedging instruments aggregated $1.7 billion and $1.5 billion at March 31, 2024 and December 31, 2023, respectively.

- 27 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

10. Derivative financial instruments, continued

Information about the fair values of derivative instruments in the Company’s Consolidated Balance Sheet and Consolidated Statement of Income follows:


	Asset Derivatives				Liability Derivatives
	Fair Value				Fair Value
	March 31,		December 31,		March 31,		December 31,
(Dollars in millions)	2024		2023		2024		2023
Derivatives designated and qualifying as hedging instruments (a)
Interest rate swap agreements	$	3	$	12	$	1	$	2
Commitments to sell real estate loans		11		6		1		8
		14		18		2		10
Derivatives not designated and qualifying as hedging instruments (a)
Mortgage banking:
Commitments to originate real estate loans for sale		6		15		36		32
Commitments to sell real estate loans		40		35		2		3
		46		50		38		35
Other:
Interest rate contracts (b)		243		237		1,019		879
Foreign exchange and other option and futures contracts		15		19		13		19
		258		256		1,032		898
Total derivatives	$	318	$	324	$	1,072	$	943

(a)

Asset derivatives are reported in "accrued interest and other assets" and liability derivatives are reported in "accrued interest and other liabilities" in the Consolidated Balance Sheet.

(b)

The impact of variation margin payments at March 31, 2024 and December 31, 2023 was a reduction of the estimated fair value of interest rate contracts not designated as hedging instruments in an asset position of $893 million and $783 million, respectively, as of each period end, and in a liability position of $16 million and $32 million, respectively.


	Amount of Gain (Loss) Recognized
	Three Months Ended March 31,
	2024					2023
(Dollars in millions)	Derivative			Hedged Item		Derivative		Hedged Item
Derivatives in fair value hedging relationships
Interest rate swap agreements:
Fixed rate long-term borrowings (a)	$	(60	)	$	60	$	12	$	(12	)
Derivatives not designated as hedging instruments
Interest rate contracts (b)	$	3				$	8
Foreign exchange and other option and futures contracts (b)		4					4
Total	$	7				$	12

(a)

Reported as an adjustment to "interest expense" in the Consolidated Statement of Income.

(b)

Reported as "trading account and other non-hedging derivative gains" in the Consolidated Statement of Income.


	Carrying Amount of the Hedged Item				Cumulative Amount of Fair Value Hedging Adjustment Increasing (Decreasing) the Carrying Amount of the Hedged Item
(Dollars in millions)	March 31, 2024		December 31, 2023		March 31, 2024			December 31, 2023
Location in the Consolidated Balance Sheet of the Hedged Items in Fair Value Hedges
Long-term borrowings	$	3,742	$	2,954	$	(104	)	$	(44	)

The amount of interest income recognized in the Consolidated Statement of Income associated with derivatives designated as cash flow hedges was a decrease of $87 million and $59 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the unrealized net loss recognized in other comprehensive income related to cash flow hedges was $359 million, of which losses of $1 million, $227 million, $129 million and $2 million relate to interest rate swap agreements maturing in 2024, 2025, 2026 and 2027, respectively.

- 28 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

10. Derivative financial instruments, continued

The Company does not offset derivative asset and liability positions in its consolidated financial statements. The Company’s exposure to credit risk by entering into derivative contracts is mitigated through master netting agreements and collateral posting or settlement requirements. Master netting agreements covering interest rate and foreign exchange contracts with the same party include a right to set-off that becomes enforceable in the event of default, early termination or under other specific conditions.

The aggregate fair value of derivative financial instruments in a liability position, which are subject to enforceable master netting arrangements and the related collateral posted, was not material at each of March 31, 2024 and December 31, 2023. Certain of the Company’s derivative financial instruments contain provisions that require the Company to maintain specific credit ratings from credit rating agencies to avoid higher collateral posting requirements. If the Company’s debt ratings were to fall below specified ratings, the counterparties of the derivative financial instruments could demand immediate incremental collateralization on those instruments in a net liability position. The aggregate fair value of all derivative financial instruments with such credit risk-related contingent features in a net liability position on March 31, 2024 was not material.

The aggregate fair value of derivative financial instruments in an asset position with counterparties, which are subject to enforceable master netting arrangements, was $232 million at March 31, 2024 and $179 million at December 31, 2023. Counterparties posted collateral relating to those positions of $231 million at March 31, 2024 and $179 million at December 31, 2023, respectively. Interest rate swap agreements entered into with customers are subject to the Company’s credit risk standards and often contain collateral provisions.

In addition to the derivative contracts noted above, the Company clears certain derivative transactions through a clearinghouse, rather than directly with counterparties. Those transactions cleared through a clearinghouse require initial margin collateral and variation margin payments depending on the contracts being in a net asset or liability position. The amount of initial margin collateral posted by the Company was $146 million and $129 million at March 31, 2024 and December 31, 2023, respectively. The fair value asset and liability amounts of derivative contracts have been reduced by variation margin payments treated as settlements as described herein. Variation margin on derivative contracts not treated as settlements continues to represent collateral posted or received by the Company.

11. Variable interest entities and asset securitizations

The Company’s securitization activity includes securitizing loans originated for sale into government issued or guaranteed mortgage-backed securities. The Company has not recognized any material losses as a result of having securitized assets.

In March 2024, M&T Bank issued asset-backed notes secured by automobile loans. Approximately $526 million of such loans were sold into a special purpose trust which in turn issued asset-backed notes to investors. The loans continue to be serviced by the Company. A total of $511 million of such notes, representing the senior-most notes in the securitization, were purchased by third parties. Those asset-backed notes had a weighted-average estimated life of approximately two years and a weighted-average interest rate of 5.29% at the time of securitization. Additionally, $15 million of certificates representing the residual interests of the trust were retained by the Company. As a result of the retention of the residual interests and its continued role as servicer of the loans, the Company is considered to be the primary beneficiary of the securitization trust and, accordingly, the trust has been included in the Company's consolidated financial statements.

- 29 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

11. Variable interest entities and asset securitizations, continued

M&T has issued junior subordinated debentures payable to various trusts that have issued preferred capital securities. M&T owns the common securities of those trust entities. The Company is not considered to be the primary beneficiary of those entities and, accordingly, the trusts are not included in the Company’s consolidated financial statements. At each of March 31, 2024 and December 31, 2023, the Company included the junior subordinated debentures as “long-term borrowings” in its Consolidated Balance Sheet and recognized $22 million in other assets for its “investment” in the common securities of the trusts that will be concomitantly repaid to M&T by the respective trust from the proceeds of M&T’s repayment of the junior subordinated debentures associated with preferred capital securities.

The Company has invested as a limited partner in various partnerships that collectively had total assets of approximately $9.8 billion at each of March 31, 2024 and December 31, 2023. Those partnerships generally construct or acquire properties, including properties and facilities that produce renewable energy, for which the investing partners are eligible to receive certain federal income tax credits in accordance with government guidelines. Such investments may also provide tax deductible losses to the partners. The partnership investments also assist the Company in achieving its community reinvestment initiatives. The Company, in its position as limited partner, does not direct the activities that most significantly impact the economic performance of the partnerships and, therefore, the partnership entities are not included in the Company's consolidated financial statements. The Company's investments in qualified affordable housing projects are accounted for using the proportional amortization method whereby those investments are amortized to "income taxes" in the Consolidated Statement of Income as tax credits and other tax benefits resulting from deductible losses associated with the projects are received. Effective January 1, 2024, the Company adopted amended guidance which permits an election to account for other tax equity investments using the proportional amortization method if certain conditions are met. The Company has elected to apply the proportional amortization method to eligible renewable energy and certain other tax credit investments in addition to the low income housing tax credit investments for which the proportional amortization method had previously been applied. Information on the Company’s carrying amount of its investments in tax equity partnerships and its related future funding commitments are presented in the following table:


(Dollars in millions)	March 31, 2024		December 31, 2023
Affordable housing projects:
Carrying amount (a)	$	1,323	$	1,340
Amount of future funding commitments included in carrying amount (b)		379		410
Contingent commitments		55		55
Renewable energy:
Carrying amount (a)		79		80
Amount of future funding commitments included in carrying amount (b)		49		31
Other:
Carrying amount (a)		40		41
Amount of future funding commitments included in carrying amount (b)		—		—

(a)

Included in "accrued interest and other assets" in the Consolidated Balance Sheet.

(b)

Included in "accrued interest and other liabilities" in the Consolidated Balance Sheet.

- 30 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

11. Variable interest entities and asset securitizations, continued

The reduction to income tax expense recognized from the Company's investments in partnerships accounted for using the proportional amortization method was $7 million (net of $43 million of investment amortization) and $6 million (net of $41 million of investment amortization) for the three months ended March 31, 2024 and 2023, respectively. The net reduction to income tax expense has been reported in "net change in other accrued income and expense" in the Consolidated Statement of Cash Flows. While the Company has elected to apply the proportional amortization method for renewable energy credit investments, at March 31, 2024 no such investments met the eligibility criteria for application of that method. The reduction to income tax expense recognized from renewable energy credit investments was $11 million and $8 million for the three months ended March 31, 2024 and 2023, respectively. As a limited partner, there is no recourse to the Company by creditors of the partnerships. However, the tax credits that result from the Company’s investments in such partnerships are generally subject to recapture should a partnership fail to comply with the respective government regulations. The Company has not provided financial or other support to the partnerships that was not contractually required. Although the Company currently estimates that no material losses are probable, its maximum exposure to loss from its investments in such partnerships as of March 31, 2024 was $2.2 billion, including possible recapture of certain tax credits.

The Company serves as investment advisor for certain registered money-market funds. The Company has no explicit arrangement to provide support to those funds, but may waive portions of its allowable management fees as a result of market conditions.

12. Fair value measurements

GAAP permits an entity to choose to measure eligible financial instruments and other items at fair value. The Company has not made any fair value elections at March 31, 2024.

Pursuant to GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy exists in GAAP for fair value measurements based upon the inputs to the valuation of an asset or liability.

•

Level 1 — Valuation is based on quoted prices in active markets for identical assets and liabilities.

•

Level 2 — Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.

•

Level 3 — Valuation is derived from model-based and other techniques in which at least one significant input is unobservable and which may be based on the Company's own estimates about the assumptions that market participants would use to value the asset or liability.

When available, the Company attempts to use quoted market prices in active markets to determine fair value and classifies such items as Level 1 or Level 2. If quoted market prices in active markets are not available, fair value is often determined using model-based techniques incorporating various assumptions including interest rates, prepayment speeds and credit losses. Assets and liabilities valued using model-based techniques are classified as either Level 2 or Level 3, depending on the lowest level classification of an input that is considered significant to the overall valuation. The following is a description of the valuation methodologies used for the Company's assets and liabilities that are measured on a recurring basis at estimated fair value.

- 31 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

12. Fair value measurements, continued

Trading account

Mutual funds held in connection with deferred compensation and other arrangements have been classified as Level 1 valuations. Valuations of investments in debt securities can generally be obtained through reference to quoted prices in less active markets for the same or similar securities or through model-based techniques in which all significant inputs are observable and, therefore, such valuations have been classified as Level 2.

Available-for-sale investment securities and equity securities

The majority of the Company's available-for-sale investment securities have been valued by reference to prices for similar securities or through model-based techniques in which all significant inputs are observable and, therefore, such valuations have been classified as Level 2. Certain investments in mutual funds and equity securities are actively traded and, therefore, have been classified as Level 1 valuations.

Real estate loans held for sale

The Company utilizes commitments to sell real estate loans to hedge the exposure to changes in fair value of real estate loans held for sale. The carrying value of hedged real estate loans held for sale includes changes in estimated fair value during the hedge period. Typically, the Company attempts to hedge real estate loans held for sale from the date of close through the sale date. The fair value of hedged real estate loans held for sale is generally calculated by reference to quoted prices in secondary markets for commitments to sell real estate loans with similar characteristics and, accordingly, such loans have been classified as a Level 2 valuation.

Commitments to originate real estate loans for sale and commitments to sell real estate loans

The Company enters into various commitments to originate real estate loans for sale and commitments to sell real estate loans. Such commitments are accounted for as derivative financial instruments and, therefore, are carried at estimated fair value on the Consolidated Balance Sheet. The estimated fair values of such commitments were generally calculated by reference to quoted prices in secondary markets for commitments to sell real estate loans to certain government-sponsored entities and other parties. The fair valuations of commitments to sell real estate loans generally result in a Level 2 classification. The estimated fair value of commitments to originate real estate loans for sale are adjusted to reflect the Company's anticipated commitment expirations. The estimated commitment expirations are considered significant unobservable inputs contributing to the Level 3 classification of commitments to originate real estate loans for sale. Significant unobservable inputs used in the determination of estimated fair value of commitments to originate real estate loans for sale are included in the accompanying table of significant unobservable inputs to Level 3 measurements.

Interest rate swap agreements used for interest rate risk management

The Company utilizes interest rate swap agreements as part of the management of interest rate risk to modify the repricing characteristics of certain portions of its portfolios of earning assets and interest-bearing liabilities. The Company generally determines the fair value of its interest rate swap agreements using externally developed pricing models based on market observable inputs and, therefore, classifies such valuations as Level 2. The Company has considered counterparty credit risk in the valuation of its interest rate swap agreement assets and has considered its own credit risk in the valuation of its interest rate swap agreement liabilities.

Other non-hedging derivatives

Other non-hedging derivatives consist primarily of interest rate contracts and foreign exchange contracts with customers who require such services with offsetting positions with third parties to minimize the Company's risk with respect to such transactions. The Company generally determines the fair value of its other non-hedging derivative assets and liabilities using externally developed pricing models based on market observable inputs and, therefore, classifies such valuations as Level 2.

- 32 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

12. Fair value measurements, continued

The following tables present assets and liabilities at March 31, 2024 and December 31, 2023 measured at estimated fair value on a recurring basis:


(Dollars in millions)	Fair Value Measurements		Level 1		Level 2		Level 3 (a)
March 31, 2024
Trading account	$	99	$	99	$	—	$	—
Investment securities available for sale:
U.S. Treasury and federal agencies		7,719		—		7,719		—
Mortgage-backed securities:
Government issued or guaranteed
Commercial		1,343		—		1,343		—
Residential		2,910		—		2,910		—
Other debt securities		162		—		162		—
		12,134		—		12,134		—
Equity securities		356		343		13		—
Real estate loans held for sale		728		—		728		—
Other assets (b)		318		—		312		6
Total assets	$	13,635	$	442	$	13,187	$	6
Other liabilities (b)	$	1,072	$	—	$	1,036	$	36
Total liabilities	$	1,072	$	—	$	1,036	$	36

December 31, 2023
Trading account	$	106	$	101	$	5	$	—
Investment securities available for sale:
U.S. Treasury and federal agencies		7,705		—		7,705		—
Mortgage-backed securities:
Government issued or guaranteed
Commercial		416		—		416		—
Residential		2,154		—		2,154		—
Other debt securities		165		—		165		—
		10,440		—		10,440		—
Equity securities		268		258		10		—
Real estate loans held for sale		379		—		379		—
Other assets (b)		324		—		309		15
Total assets	$	11,517	$	359	$	11,143	$	15
Other liabilities (b)	$	943	$	—	$	911	$	32
Total liabilities	$	943	$	—	$	911	$	32

(a)

Significant unobservable inputs used in the fair value measurement of commitments to originate real estate loans held for sale included weighted-average commitment expirations of 8% at March 31, 2024 and 5% at December 31, 2023. An increase (decrease) in the estimate of expirations for commitments to originate real estate loans would generally result in a lower (higher) fair value measurement. Estimated commitment expirations are derived considering loan type, changes in interest rates and remaining length of time until closing.

(b)

Comprised predominantly of interest rate swap agreements used for interest rate risk management (Level 2), interest rate and foreign exchange contracts not designated as hedging instruments (Level 2), commitments to sell real estate loans (Level 2) and commitments to originate real estate loans to be held for sale (Level 3).

- 33 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

12. Fair value measurements, continued

The Company is required, on a nonrecurring basis, to adjust the carrying value of certain assets or provide valuation allowances related to certain assets using fair value measurements. The more significant of those assets follow.

Loans

Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectable portions of those loans. Nonrecurring adjustments also include certain impairment amounts for collateral-dependent loans when establishing the allowance for credit losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated valuation amount does not necessarily represent the fair value of the loan. Real estate collateral is typically valued using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace and the related nonrecurring fair value measurement adjustments have been classified as Level 2, unless significant adjustments have been made to the valuation that are not readily observable by market participants. Non-real estate collateral supporting commercial and industrial loans generally consists of business assets such as receivables, inventory and equipment. Fair value estimations are typically determined by discounting recorded values of those assets to reflect estimated net realizable value considering specific borrower facts and circumstances and the experience of credit personnel in their dealings with similar borrower collateral liquidations. Such discounts were in the range of 10% to 90% with a weighted-average of 38% at March 31, 2024. As these discounts are not readily observable and are considered significant, the valuations have been classified as Level 3. Automobile collateral is typically valued by reference to independent pricing sources based on recent sales transactions of similar vehicles and, accordingly, the related nonrecurring fair value measurement adjustments have been classified as Level 2. Collateral values for other consumer installment loans are generally estimated based on historical recovery rates for similar types of loans which at March 31, 2024 was 46%. As these recovery rates are not readily observable by market participants, such valuation adjustments have been classified as Level 3. Loans subject to nonrecurring fair value measurement were $1.0 billion at March 31, 2024 ($312 million and $707 million of which were classified as Level 2 and Level 3, respectively), $923 million at December 31, 2023 ($234 million and $689 million of which were classified as Level 2 and Level 3, respectively) and $670 million at March 31, 2023 ($374 million and $296 million of which were classified as Level 2 and Level 3, respectively). Changes in the fair value recognized for partial charge-offs of loans and loan impairment reserves on loans held by the Company on March 31, 2024 and 2023 were decreases of $175 million and $69 million for the three-month periods ended March 31, 2024 and 2023, respectively.

Assets taken in foreclosure of defaulted loans

Assets taken in foreclosure of defaulted loans are primarily comprised of commercial and residential real property and are generally measured at the lower of cost or fair value less costs to sell. The fair value of the real property is generally determined using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace and the related nonrecurring fair value measurement adjustments have generally been classified as Level 2. Assets taken into foreclosure of defaulted loans subject to nonrecurring fair value measurement were not material at each of March 31, 2024 and 2023. Changes in fair value recognized for those foreclosed assets held by the Company were not material during the three-month periods ended March 31, 2024 and 2023.

- 34 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

12. Fair value measurements, continued

Capitalized servicing rights

Capitalized servicing rights are initially measured at fair value in the Company’s Consolidated Balance Sheet. The Company utilizes the amortization method to subsequently measure its capitalized servicing assets. In accordance with GAAP, the Company must record impairment charges, on a nonrecurring basis, when the carrying value of certain strata exceed their estimated fair value. To estimate the fair value of servicing rights, the Company considers market prices for similar assets, if available, and the present value of expected future cash flows associated with the servicing rights calculated using assumptions that market participants would use in estimating future servicing income and expense. Such assumptions include estimates of the cost of servicing loans, loan default rates, an appropriate discount rate and prepayment speeds. For purposes of evaluating and measuring impairment of capitalized servicing rights, the Company stratifies such assets based on the predominant risk characteristics of the underlying financial instruments that are expected to have the most impact on projected prepayments, cost of servicing and other factors affecting future cash flows associated with the servicing rights. Such factors may include financial asset or loan type, note rate and term. The amount of impairment recognized is the amount by which the carrying value of the capitalized servicing rights for a stratum exceed estimated fair value. Impairment is recognized through a valuation allowance. The determination of fair value of capitalized servicing rights is considered a Level 3 valuation. Capitalized servicing rights related to residential mortgage loans required no valuation allowance at each of March 31, 2024, December 31, 2023 and March 31, 2023.

Disclosures of fair value of financial instruments

The carrying amounts and estimated fair value for certain financial instruments that are not recorded at fair value in the Consolidated Balance Sheet are presented in the following tables:


(Dollars in millions)	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
March 31, 2024
Financial assets:
Cash and cash equivalents	$	1,695	$	1,695	$	1,396	$	299	$	—
Interest-bearing deposits at banks		32,144		32,144		—		32,144		—
Investment securities held to maturity		15,078		13,865		—		13,821		44
Loans and leases, net		132,782		129,771		—		7,354		122,417
Financial liabilities:
Time deposits		20,279		20,236		—		20,236		—
Short-term borrowings		4,795		4,795		—		4,795		—
Long-term borrowings		11,450		11,370		—		11,370		—

December 31, 2023
Financial assets:
Cash and cash equivalents		1,731		1,731		1,668		63		—
Interest-bearing deposits at banks		28,069		28,069		—		28,069		—
Investment securities held to maturity		15,330		14,308		—		14,262		46
Loans and leases, net		131,939		129,138		—		7,240		121,898
Financial liabilities:
Time deposits		20,759		20,715		—		20,715		—
Short-term borrowings		5,316		5,316		—		5,316		—
Long-term borrowings		8,201		8,107		—		8,107		—

- 35 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

12. Fair value measurements, continued

With the exception of marketable securities and mortgage loans originated for sale, the Company's financial instruments presented in the preceding tables are not readily marketable and market prices do not exist. The Company, in attempting to comply with the provisions of GAAP that require disclosures of fair value of financial instruments, has not attempted to market its financial instruments to potential buyers, if any exist. Since negotiated prices in illiquid markets depend greatly upon the then present motivations of the buyer and seller, it is reasonable to assume that actual sales prices could vary widely from any estimate of fair value made without the benefit of negotiations. Additionally, changes in market interest rates can dramatically impact the value of financial instruments in a short period of time.

The Company does not believe that the estimated information presented herein is representative of the earnings power or value of the Company. The preceding analysis, which is inherently limited in depicting fair value, also does not consider any value associated with existing customer relationships nor the ability of the Company to create value through loan origination, deposit gathering or fee generating activities. Many of the estimates presented herein are based upon the use of highly subjective information and assumptions and, accordingly, the results may not be precise. Management believes that fair value estimates may not be comparable between financial institutions due to the wide range of permitted valuation techniques and numerous estimates which must be made. Furthermore, because the disclosed fair value amounts were estimated as of the balance sheet date, the amounts actually realized or paid upon maturity or settlement of the various financial instruments could be significantly different.

13. Commitments and contingencies

In the normal course of business, various commitments and contingent liabilities are outstanding. The following table presents the Company's significant commitments. Certain of these commitments are not included in the Company's Consolidated Balance Sheet.


	March 31,		December 31,
(Dollars in millions)	2024		2023
Commitments to extend credit:
Commercial and industrial	$	28,439	$	28,566
Commercial real estate loans to be sold		451		916
Other commercial real estate		4,413		5,019
Residential real estate loans to be sold		211		163
Other residential real estate		393		331
Home equity lines of credit		8,080		8,109
Credit cards		5,651		5,578
Other		389		413
Standby letters of credit		2,230		2,289
Commercial letters of credit		56		62
Financial guarantees and indemnification contracts		4,129		4,036
Commitments to sell real estate loans		1,329		1,400

Commitments to extend credit are agreements to lend to customers, generally having fixed expiration dates or other termination clauses that may require payment of a fee. In addition to the amounts in the preceding table, the Company had discretionary funding commitments to commercial customers of $12.4 billion and $12.3 billion at March 31, 2024 and December 31, 2023, respectively, that the Company had the unconditional right to cancel prior to funding. Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party, whereas commercial letters of credit are issued to facilitate commerce and typically result in the commitment being funded when the underlying transaction is consummated between the customer and a third party. The credit risk associated with commitments to extend credit and standby and commercial letters of credit is essentially the same as that involved with extending loans to customers and is subject to normal credit policies. Collateral may be obtained based on management's assessment of the customer's creditworthiness.

- 36 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

13. Commitments and contingencies, continued

Financial guarantees and indemnification contracts are predominantly comprised of recourse obligations associated with sold loans and other guarantees and commitments. Included in financial guarantees and indemnification contracts are loan principal amounts sold with recourse in conjunction with the Company's involvement in the Fannie Mae DUS program. The Company's maximum credit risk for recourse associated with loans sold under this program totaled approximately $4.0 billion and $3.9 billion at March 31, 2024 and December 31, 2023, respectively. At March 31, 2024, the Company estimated that the recourse obligations described above were not material to the Company's consolidated financial position. There have been no material losses incurred as a result of those credit recourse arrangements.

Since many loan commitments, standby letters of credit, and guarantees and indemnification contracts expire without being funded in whole or in part, the contract amounts are not necessarily indicative of future cash flows.

The Company utilizes commitments to sell real estate loans to hedge exposure to changes in the fair value of real estate loans held for sale. Such commitments are accounted for as derivatives and along with commitments to originate real estate loans to be held for sale are recorded in the Consolidated Balance Sheet at estimated fair market value.

The Company is contractually obligated to repurchase previously sold residential real estate loans that do not ultimately meet investor sale criteria related to underwriting procedures or loan documentation. When required to do so, the Company may reimburse loan purchasers for losses incurred or may repurchase certain loans. The Company reduces residential mortgage banking revenues by an estimate for losses related to its obligations to loan purchasers. The amount of those charges is based on the volume of loans sold, the level of reimbursement requests received from loan purchasers and estimates of losses that may be associated with previously sold loans. At March 31, 2024, the Company's estimated obligation to loan purchasers was not material to the Company’s consolidated financial position.

M&T and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings and other matters in which claims for monetary damages are asserted. On an on-going basis management, after consultation with legal counsel, assesses the Company’s liabilities and contingencies in connection with such proceedings. For those matters where it is probable that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its consolidated financial statements. To the extent pending or threatened litigation could result in exposure in excess of that liability, the amount of such excess is not currently estimable. Although not considered probable, the range of reasonably possible losses for such matters in the aggregate, beyond the existing recorded liability, was between $0 and $25 million as of March 31, 2024. Although the Company does not believe that the outcome of pending legal matters will be material to the Company’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future.

In February 2024, the FDIC notified member banks that the loss estimate attributable to certain failed banks in 2023 was approximately $20.4 billion, an increase of approximately $4.1 billion from the estimate of $16.3 billion described in the final rule. The FDIC also indicated that through the receivership of one of the failed banks, it had estimated residual interests in securities that were sold into trusts that could potentially reduce that loss estimate in the amount of $1.7 billion. The FDIC is expected to provide an updated estimate of the Company's special assessment amount with its first quarter 2024 invoice, which is anticipated to be received in June 2024. Reflecting the update to the loss estimate and related residual interest, the Company recorded an expense of $29 million in the Consolidated Statement of Income in the first quarter of 2024 in addition to the $197 million recorded in the fourth quarter of 2023, resulting in an accrued liability recorded in "accrued interest and other liabilities" in the Company's Consolidated Balance Sheet of $226 million at March 31, 2024 and $197 million at December 31, 2023. The FDIC has indicated that the amount of the special assessment will be adjusted as its loss estimates change.

- 37 -

NOTES TO FINANCIAL STATEMENTS, CONTINUED

14. Segment information

Reportable segments have been determined based upon the Company's organizational structure and its internal profitability reporting system, which is organized by strategic business unit. The reportable segments are Commercial Bank, Retail Bank and Institutional Services and Wealth Management.

The financial information of the Company's segments was compiled utilizing the accounting policies described in note 23 of Notes to Financial Statements in the 2023 Annual Report. The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to GAAP. As a result, the financial information of the reported segments is not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data.

Information about the Company's segments follows:


	Three Months Ended March 31,
	2024											2023
(Dollars in millions)	Total Revenues(a)			Inter- segment Revenues			Net Income (Loss)			Total Average Assets		Total Revenues(a)			Inter- segment Revenues			Net Income (Loss)			Total Average Assets
Commercial Bank	$	699		$	2		$	201		$	81,083	$	811		$	2		$	333		$	79,034
Retail Bank		1,268			—			446			52,232		1,234			—			452			51,293
Institutional Services and Wealth Management		377			3			128			3,636		390			3			110			3,655
All Other		(84	)		(5	)		(244	)		74,527		(30	)		(5	)		(193	)		68,617
Total	$	2,260		$	—		$	531		$	211,478	$	2,405		$	—		$	702		$	202,599

(a)

Total revenues are comprised of net interest income and other income. Net interest income is the difference between taxable-equivalent interest earned on assets and interest paid on liabilities owed by a segment and a funding charge (credit) based on the Company's internal funds transfer and allocation methodology. Segments are charged a cost to fund any assets (e.g. loans) and are paid a funding credit for any funds provided (e.g. deposits). The taxable-equivalent adjustment aggregated $12 million and $14 million for the three-month periods ended March 31, 2024 and 2023 and is eliminated in "All Other" total revenues.

15. Relationship with BLG and Bayview Financial

M&T holds a 20% minority interest in BLG, a privately-held commercial mortgage company. That investment had no remaining carrying value at March 31, 2024 as a result of cumulative losses recognized and cash distributions received in prior years. Cash distributions now received from BLG are recognized as income by M&T and included in "other revenues from operations" in the Consolidated Statement of Income. That income totaled $25 million and $20 million for the three-month periods ended March 31, 2024 and 2023, respectively.

Bayview Financial, a privately-held specialty finance company, is BLG's majority investor. In addition to their common investment in BLG, the Company and Bayview Financial conduct other business activities with each other. The Company has obtained loan servicing rights for mortgage loans from BLG and Bayview Financial having outstanding principal balances of $1.1 billion and $1.2 billion at March 31, 2024 and December 31, 2023, respectively. Revenues from those servicing rights were $1 million and $2 million in the three-month periods ended March 31, 2024 and 2023, respectively. The Company sub-services residential mortgage loans for Bayview Financial having outstanding principal balances of $112.0 billion and $115.3 billion at March 31, 2024 and December 31, 2023, respectively. Revenues earned for sub-servicing loans for Bayview Financial were $32 million in each of the three-month periods ended March 31, 2024 and 2023. In addition, the Company held $41 million and $42 million of mortgage-backed securities in its held-to-maturity portfolio at March 31, 2024 and December 31, 2023, respectively, that were securitized by Bayview Financial. At March 31, 2024, the Company held $674 million of Bayview Financial's $3.7 billion syndicated loan facility.

- 38 -

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and other information included in this Quarterly Report on Form 10-Q as well as with M&T's 2023 Annual Report. Information regarding the Company's business, its supervision and regulation and potential risks and uncertainties that may affect the Company's business, financial condition, liquidity and results of operations are also included in M&T's 2023 Annual Report.

As described in note 1 of Notes to Financial Statements in M&T's 2023 Annual Report, certain financial reporting changes became effective in the fourth quarter of 2023. Prior periods have been presented in conformity with the new classifications.

Overview

The Company's results of operations for the first quarter of 2024 reflect an elevated interest rate environment which has led to higher costs of interest-bearing liabilities that have modestly outpaced increased yields on the Company's earning assets and an elevated level of provision for credit losses. The FOMC hiked its federal funds target rate four times in the first three quarters of 2023, totaling 100 basis points, but has not adjusted that rate since. Included in each of the first quarters of 2024 and 2023 results were seasonal salaries and employee benefits expenses of $99 million. Results for the first quarter of 2024 also included a $29 million estimated increase in the Company's FDIC special assessment. In the fourth quarter of 2023, an estimate of the FDIC special assessment for M&T of $197 million was recorded in the Consolidated Statement of Income. Additional information about the FDIC special assessment is included in note 13 of Notes to Financial Statements. A summary of financial results for the Company is provided below:

SUMMARY OF FINANCIAL RESULTS


	Three Months Ended						Change						Three Months Ended						Change
(Dollars in millions, except per share)	March 31, 2024			December 31, 2023			Amount			%			March 31, 2024			March 31, 2023			Amount			%
Net interest income	$	1,680		$	1,722		$	(42	)		-2	%	$	1,680		$	1,818		$	(138	)		-8	%
Taxable-equivalent adjustment (a)		12			13			(1	)		-2			12			14			(2	)		-6
Net interest income (taxable-equivalent basis) (a)		1,692			1,735			(43	)		-2			1,692			1,832			(140	)		-8
Provision for credit losses		200			225			(25	)		-11			200			120			80			67
Other income		580			578			2			—			580			587			(7	)		-1
Other expense		1,396			1,450			(54	)		-4			1,396			1,359			37			3
Net income		531			482			49			10			531			702			(171	)		-24
Per common share data:
Basic earnings		3.04			2.75			0.29			11			3.04			4.03			(0.99	)		-25
Diluted earnings		3.02			2.74			0.28			10			3.02			4.01			(0.99	)		-25
Performance ratios, annualized
Return on:
Average assets		1.01	%		.92	%								1.01	%		1.40	%
Average common shareholders’ equity	8.14			7.41									8.14			11.74
Net interest margin	3.52			3.61									3.52			4.04

(a)

Net interest income data are presented on a taxable-equivalent basis which is a non-GAAP measure. The taxable-equivalent adjustment represents additional income taxes that would be due if all interest income were subject to income taxes. This adjustment, which is related to interest received on qualified municipal securities, industrial revenue financings and preferred equity securities, is based on a composite income tax rate of approximately 25%.

The increase in net income in the recent quarter as compared with the fourth quarter of 2023 resulted from the following:

•

Net interest income on a taxable-equivalent basis declined $43 million reflecting a narrowing of the net interest margin by 9 basis points.

•

Provision for credit losses declined $25 million reflecting a modest improvement in economic forecasts, partially offset by an increase in criticized commercial and industrial loans.

•

Other expenses declined $54 million reflecting a $29 million FDIC assessment in the recent quarter as compared with $197 million in the fourth quarter of 2023, partially offset by seasonally higher salaries and employee benefits expenses.

- 39 -

The decrease in net income in the first quarter of 2024 as compared with 2023's initial quarter reflects the following:

•

Taxable-equivalent net interest income in the first quarter of 2024 declined $140 million, or 8%, when compared with the first quarter of 2023, reflecting a narrowing of the net interest margin by 52 basis points.

•

The comparatively higher provision for credit losses in the recent quarter as compared with the first quarter of 2023 reflects declines in commercial real estate values and higher interest rates contributing to a deterioration in the performance of loans to commercial borrowers, including nonautomotive finance dealers and healthcare facilities, and growth in loans to certain sectors of the Company's commercial and industrial and consumer loan portfolios.

•

Noninterest income in the first quarter of 2024 declined $7 million as compared with 2023's initial quarter. Lower trust income reflecting the CIT divestiture in April 2023 was partially offset by higher mortgage banking revenues and an increase in service charges on commercial deposit accounts.

•

Noninterest expenses, excluding the increased FDIC special assessment, rose modestly from 2023's initial quarter. Higher levels of salaries and employee benefits expense, outside data processing and software expense and other costs of operations were partially offset by lower professional and other services, reflecting the CIT divestiture, and lower advertising and marketing costs.

The Company's effective tax rate was 20.0% in the first quarter of 2024, compared with 22.9% in the fourth quarter of 2023 and 24.2% in the first quarter of 2023. The first quarter of 2024 income tax expense reflects a net discrete benefit related to the resolution of a tax matter inherited from the acquisition of People's United.

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 gains (when realized) and expenses (when incurred) associated with merging acquired operations into the Company, since such items 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.

SUPPLEMENTAL REPORTING OF NON-GAAP RESULTS OF OPERATIONS


	Three Months Ended						Change					Three Months Ended						Change
(Dollars in millions, except per share data)	March 31, 2024			December 31, 2023			Amount		%			March 31, 2024			March 31, 2023			Amount			%
Net operating income	$	543		$	494		$	49		10	%	$	543		$	715		$	(172	)		-24	%
Diluted net operating earnings per share		3.09			2.81			0.28		10			3.09			4.09			(1.00	)		-24
Return on:
Average tangible assets		1.08	%		.98	%							1.08	%		1.49	%
Average tangible common equity		12.67			11.70								12.67			19.00
Efficiency ratio		60.8			62.1								60.8			55.5
Tangible equity per common share (a)	$	99.54		$	98.54		$	1.00		1	%	$	99.54		$	88.81		$	10.73			12	%

(a)

At the period end.

The efficiency ratio measures the relationship of noninterest operating expenses, which exclude expenses M&T considers to be "nonoperating" in nature consisting of amortization of core deposit and other intangible assets and merger-related expenses, to revenues. The calculations of the Company’s 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), and reconciliations of GAAP amounts with corresponding non-GAAP amounts are presented in Table 2.

- 40 -

Taxable-equivalent Net Interest Income

Interest income earned on certain of the Company's assets is exempt from federal income tax. Taxable-equivalent net interest income is a non-GAAP measure that adjusts income earned on a tax-exempt asset to present it on an equivalent basis to interest income earned on a fully taxable asset. The Company's average balance sheets accompanied by the annualized taxable-equivalent interest income and expense and the average rate on the Company's earning assets and interest-bearing liabilities are presented as follows.

AVERAGE BALANCE SHEETS AND ANNUALIZED TAXABLE-EQUIVALENT RATES


	2024 First Quarter								2023 Fourth Quarter								2023 Third Quarter
(Dollars in millions)	Average Balance			Interest		Average Rate			Average Balance			Interest		Average Rate			Average Balance			Interest		Average Rate
Assets
Earning assets:
Loans and leases, net of unearned discount (a):
Commercial and industrial	$	56,821		$	987		6.99	%	$	55,420		$	979		7.01	%	$	54,567		$	943		6.86	%
Commercial real estate		32,696			526		6.36			33,455			560		6.54			34,288			570		6.50
Residential real estate		23,136			247		4.28			23,339			248		4.25			23,573			244		4.14
Consumer		21,143			343		6.54			20,556			332		6.42			20,189			313		6.16
Total loans and leases, net		133,796			2,103		6.32			132,770			2,119		6.33			132,617			2,070		6.19
Interest-bearing deposits at banks		30,647			419		5.49			30,153			416		5.48			26,657			363		5.40
Trading account		105			1		3.42			123			1		3.80			136			1		4.05
Investment securities (b):
U.S. Treasury and federal agencies		24,625			191		3.11			23,675			173		2.90			24,166			177		2.90
Obligations of states and political subdivisions		2,489			23		3.77			2,507			24		3.75			2,527			24		3.70
Other		1,473			20		5.54			1,308			20		6.04			1,300			21		6.51
Total investment securities		28,587			234		3.30			27,490			217		3.13			27,993			222		3.14
Total earning assets		193,135			2,757		5.74			190,536			2,753		5.73			187,403			2,656		5.62
Allowance for credit losses		(2,156	)							(2,073	)							(1,998	)
Cash and due from banks		1,687								1,634								1,730
Other assets		18,812								18,655								18,656
Total assets	$	211,478							$	208,752							$	205,791
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Interest-bearing deposits:
Savings and interest-checking deposits	$	94,867		$	615		2.61	%	$	93,365		$	606		2.58	%	$	89,274		$	494		2.20	%
Time deposits		20,583			225		4.41			21,224			230		4.30			19,528			202		4.09
Total interest-bearing deposits		115,450			840		2.93			114,589			836		2.90			108,802			696		2.54
Short-term borrowings		6,228			84		5.42			5,156			69		5.27			5,346			69		5.16
Long-term borrowings		9,773			141		5.81			7,901			113		5.70			7,240			101		5.52
Total interest-bearing liabilities		131,451			1,065		3.26			127,646			1,018		3.17			121,388			866		2.83
Noninterest-bearing deposits		48,615								50,124								53,886
Other liabilities		4,393								4,482								4,497
Total liabilities		184,459								182,252								179,771
Shareholders’ equity		27,019								26,500								26,020
Total liabilities and shareholders’ equity	$	211,478							$	208,752							$	205,791
Net interest spread							2.48								2.56								2.79
Contribution of interest-free funds							1.04								1.05								1.00
Net interest income/margin on earning assets				$	1,692		3.52	%				$	1,735		3.61	%				$	1,790		3.79	%

(a)

Includes nonaccrual loans.

(b)

Includes available-for-sale securities at amortized cost.

- 41 -

AVERAGE BALANCE SHEETS AND ANNUALIZED TAXABLE-EQUIVALENT RATES (continued)


	2023 Second Quarter								2023 First Quarter
(Dollars in millions)	Average Balance			Interest		Average Rate			Average Balance			Interest		Average Rate
Assets
Earning assets:
Loans and leases, net of unearned discount (a):
Commercial and industrial	$	54,572		$	901		6.63	%	$	52,510		$	816		6.30	%
Commercial real estate		34,903			563		6.38			35,245			519		5.89
Residential real estate		23,781			244		4.10			23,770			235		3.96
Consumer		20,289			298		5.88			20,487			287		5.67
Total loans and leases, net		133,545			2,006		6.02			132,012			1,857		5.70
Interest-bearing deposits at banks		23,617			302		5.14			24,312			277		4.64
Trading account		151			1		2.66			123			1		2.32
Investment securities (b):
U.S. Treasury and federal agencies		24,630			179		2.92			23,795			167		2.85
Obligations of states and political subdivisions		2,555			24		3.71			2,570			24		3.75
Other		1,438			18		4.83			1,257			15		4.38
Total investment securities		28,623			221		3.09			27,622			206		3.00
Total earning assets		185,936			2,530		5.46			184,069			2,341		5.16
Allowance for credit losses		(1,985	)							(1,938	)
Cash and due from banks		1,747								1,952
Other assets		18,678								18,516
Total assets	$	204,376							$	202,599
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Interest-bearing deposits:
Savings and interest-checking deposits	$	87,210		$	369		1.69	%	$	88,053		$	277		1.28	%
Time deposits		16,009			150		3.77			11,630			89		3.11
Total interest-bearing deposits		103,219			519		2.02			99,683			366		1.49
Short-term borrowings		7,539			96		5.11			4,994			58		4.69
Long-term borrowings		7,516			102		5.43			6,511			85		5.27
Total interest-bearing liabilities		118,274			717		2.43			111,188			509		1.86
Noninterest-bearing deposits		56,180								61,854
Other liabilities		4,237								4,180
Total liabilities		178,691								177,222
Shareholders’ equity		25,685								25,377
Total liabilities and shareholders’ equity	$	204,376							$	202,599
Net interest spread							3.03								3.30
Contribution of interest-free funds							.88								.74
Net interest income/margin on earning assets				$	1,813		3.91	%				$	1,832		4.04	%

(a)

Includes nonaccrual loans.

(b)

Includes available-for-sale securities at amortized cost.

Expressed on a taxable-equivalent basis net interest income was $1.69 billion in the first quarter of 2024, compared with $1.74 billion and $1.83 billion, respectively, in the fourth and first quarters of 2023. The decrease in net interest income in the recent quarter reflects a 9 basis point reduction from the fourth quarter of 2023 and a 52 basis point reduction from the year-earlier quarter of the net interest margin, or taxable-equivalent net interest income expressed as an annualized percentage of average earning assets, to 3.52% in the recent quarter. The lower net interest margin in the first quarter of 2024 compared with the fourth and first quarters of 2023 predominantly reflects a comparatively higher interest rate environment, which has resulted in increases in rates paid on interest-bearing deposit products and borrowings outpacing increases in yields on the Company's interest-earning assets. Although the FOMC has not raised its federal funds target rate since July 2023, interest rates have remained elevated and the Company has experienced increased competition for customer deposits in the marketplace and a mix shift in those deposits toward higher cost interest-bearing products, including time deposits. The Company has also altered its use of other funding sources including borrowings and placement of brokered deposits. Average short-term and long-term borrowings in the recent quarter collectively rose by $2.9 billion, or 23%, while average brokered deposits decreased $736 million, or 5%, from the fourth quarter of 2023. As compared with the first quarter of 2023, average short-term and long-term borrowings collectively rose by $4.5 billion, or 39%, and average brokered deposits increased $5.2 billion, or 64% in the recent quarter.

- 42 -

Lending Activities

The following table summarizes average loans and leases outstanding in the first quarter of 2024 and percentage changes in the major components of the portfolio over comparable periods.

AVERAGE LOANS AND LEASES


			Percent Change from
(Dollars in millions)	First Quarter 2024		Fourth Quarter 2023			First Quarter 2023
Commercial and industrial	$	56,821		3	%		8	%
Commercial real estate		32,696		-2			-7
Residential real estate		23,136		-1			-3
Consumer:
Recreational finance		10,306		5			13
Automobile		4,177		6			-6
Home equity lines and loans		4,597		-1			-7
Other		2,063		-2			3
Total consumer		21,143		3			3
Total	$	133,796		1	%		1	%

Average loans and leases totaled $133.8 billion in the first quarter of 2024, up $1.0 billion or 1% from the fourth quarter of 2023.

•

Commercial and industrial loans and leases averaged $56.8 billion in the recent quarter, up $1.4 billion from the fourth quarter of 2023 reflecting growth which spanned most industry types.

•

Average commercial real estate loans were $32.7 billion in the first quarter of 2024, $759 million lower than the final quarter of 2023 reflecting declines of $296 million in average construction loans and $463 million in average permanent commercial real estate loans.

•

Average residential real estate loans decreased $203 million to $23.1 billion in the first quarter of 2024 as compared with the fourth quarter of 2023, largely attributable to customer payments on loans held for investment.

•

Consumer loans averaged $21.1 billion in the first quarter of 2024 or $587 million higher than the fourth quarter of 2023. That growth reflected an increase in average balances of $452 million and $247 million in M&T's portfolio of recreational finance loans and automobile loans, respectively.

Average loans and leases increased $1.8 billion or 1% from $132.0 billion in the similar quarter of 2023.

•

Average commercial and industrial loans and leases increased $4.3 billion from the year-earlier quarter predominantly reflecting growth in loans to financial and insurance industry customers and to motor vehicle and recreational finance dealers.

•

Average commercial real estate loans decreased $2.5 billion in the recent quarter as compared with the first quarter of 2023 reflecting decreases of $1.0 billion in average construction loans and $1.5 billion in average permanent commercial real estate loans.

•

Average residential real estate loans decreased $634 million in the first quarter of 2024 from the year-earlier quarter. That decrease was largely attributable to customer payments on loans held for investment. In the first quarter of 2023, the Company returned to originating for sale the majority of its newly originated residential mortgage loans.

•

Average consumer loans in the first quarter of 2024 increased $656 million from the year-earlier quarter. That growth reflected higher average balances of $1.2 billion of recreational finance loans, partially offset by declines of $252 million and $332 million in average balances of automobile loans and home equity loans and lines of credit, respectively.

- 43 -

Investing Activities

The investment securities portfolio averaged $28.6 billion in the first quarter of 2024, up $1.1 billion and $965 million from the fourth and first quarters of 2023, respectively. The higher average balance in the recent quarter when compared with the fourth quarter of 2023 and year-earlier quarter reflects the purchase of $4.1 billion of debt securities during the three-month period ended March 31, 2024. Those purchases were predominantly U.S. Treasury notes and fixed rate government issued or guaranteed mortgage-backed securities. There were no significant sales of investment securities during the three months ended March 31, 2024, December 31, 2023 and March 31, 2023. The Company routinely increases and decreases its holdings of capital stock of the FHLB of New York and the FRB of New York based on amounts of outstanding borrowings and available lines of credit with those entities.

The investment securities portfolio is largely comprised of government issued or guaranteed residential mortgage-backed securities and shorter-term U.S. Treasury and federal agency notes, but also includes commercial mortgage-backed securities and municipal securities. When purchasing investment securities, the Company considers its liquidity position and its overall interest rate risk profile as well as the adequacy of expected returns relative to risks assumed, including prepayments. The Company may occasionally sell investment securities as a result of movements in interest rates and spreads, changes in liquidity needs, actual or anticipated prepayments, credit risk associated with a particular security, or as a result of restructuring its investment securities portfolio in connection with a business combination. The amounts of investment securities held by the Company are influenced by such factors as available yield in comparison with alternative investments, demand for loans, which generally yield more than investment securities, ongoing repayments, the levels of deposits, and management of liquidity and balance sheet size and resulting capital ratios.

The Company regularly reviews its debt investment securities for declines in value below amortized cost that might be indicative of credit-related losses. In light of such reviews, there were no credit-related losses on debt investment securities recognized in any of the three months ended March 31, 2024, December 31, 2023 and March 31, 2023. A further discussion of fair values of investment securities is included herein under the heading "Capital." Additional information about the investment securities portfolio is included in notes 3 and 12 of Notes to Financial Statements.

Other earning assets include interest-bearing deposits at banks, trading account assets, federal funds sold and agreements to resell securities. Those other earning assets in the aggregate averaged $30.8 billion in the recently completed quarter, compared with $30.3 billion and $24.4 billion during the three months ended December 31, 2023 and March 31, 2023, respectively. Interest-bearing deposits at banks averaged $30.6 billion, $30.2 billion and $24.3 billion during the three months ended March 31, 2024, December 31, 2023 and March 31, 2023, respectively. The amounts of interest-bearing deposits at banks at those respective dates were predominantly comprised of deposits held at the FRB of New York. In general, the levels of those deposits often fluctuate due to changes in deposits of retail and commercial customers, trust-related deposits and additions to or maturities of investment securities or borrowings.

Funding Activities - Deposits

The most significant source of funding for the Company is core deposits. The Company considers noninterest-bearing deposits, interest-bearing transaction accounts, savings deposits and time deposits of $250,000 or less as core deposits. The Company’s branch network is its principal source of core deposits, which generally carry lower interest rates than wholesale funds of comparable maturities. Average core deposits totaled $147.4 billion, or 76% of average earning assets, for the quarter ended March 31, 2024, compared with $147.6 billion, or 77%, and $152.0 billion, or 83%, for the quarters ended December 31, 2023 and March 31, 2023, respectively. The lower level of core deposits in the two most recent quarters as compared with the first quarter of 2023 reflects a shift in the mix of funding sources, including from other deposit sources such as branch-related time deposits over $250,000 and brokered deposits. Brokered savings and interest-bearing transaction accounts and brokered time deposit accounts averaged $8.0 billion and $5.2 billion, respectively, in the recent quarter, compared with $6.7 billion and $7.3 billion, respectively, in the fourth quarter of 2023 and $3.4 billion and $4.6 billion, respectively, in the first quarter of 2023. Additional brokered deposits may be added in the future depending on market conditions, including demand by customers and other investors for those deposits, and the cost of funds available from alternative sources at that time. The following table provides an analysis of quarterly changes in the components of average deposits.

- 44 -

AVERAGE DEPOSITS


			Percent Change from
(Dollars in millions)	First Quarter 2024		Fourth Quarter 2023			First Quarter 2023
Noninterest-bearing deposits	$	48,615		-3	%		-21	%
Savings and interest-checking deposits		86,837		—			3
Time deposits of $250,000 or less		11,985		11			117
Total core deposits		147,437		—		-3

Time deposits greater than $250,000		3,405		7			130
Brokered deposits		13,223	-5				64
Total deposits	$	164,065		—	%		2	%

Deposits averaged $164.1 billion in the recent quarter, a $648 million decline from $164.7 billion in the fourth quarter of 2023.

•

Average core deposits decreased nominally from the fourth quarter of 2023 reflecting a stabilization of customer deposits in the higher rate environment.

•

The decrease in average brokered deposits in the recent quarter reflected a mix shift in the Company's wholesale funding strategies. Average brokered time deposits decreased $2.1 billion to $5.2 billion in the recent quarter from $7.3 billion in the fourth quarter of 2023 and the rates paid on those deposits averaged 5.01% and 4.97%, respectively. Average brokered savings and interest-bearing transaction accounts increased $1.3 billion to $8.0 billion in the recent quarter from $6.7 billion in the fourth quarter of 2023 and the rates paid on those deposits averaged 4.78% and 4.66%, respectively. The rate paid on total non-brokered interest-bearing deposits was 2.67% in the first quarter of 2024, compared with 2.62% in the fourth quarter of 2023.

Average deposits increased $2.5 billion from $161.5 billion in the year-earlier quarter.

•

The decrease in average core deposits in the recent quarter as compared with the year-earlier quarter reflects the impact of an elevated interest rate environment that influenced customers to seek higher rate alternatives, including a shift from noninterest-bearing deposit accounts to commercial sweep products and time deposits over $250,000.

•

The increase in average brokered deposits in the recent quarter as compared with the first quarter of 2023 reflects the Company's liquidity management and funding strategies during a period of rising interest rates, partially offset by the maturity of some brokered time deposits in the recent quarter. The Company had brokered savings and interest-bearing transaction accounts and brokered time deposits that averaged $3.4 billion and $4.6 billion, respectively, in the year-earlier quarter and the rates paid on those deposits averaged 3.54% and 4.82%, respectively. The rate paid on total non-brokered interest-bearing deposits in the first quarter of 2023 was 1.24%.

- 45 -

The accompanying table summarizes the components of average total deposits by segment for the quarters ended March 31, 2024, December 31, 2023 and March 31, 2023.

AVERAGE DEPOSITS BY SEGMENT


(Dollars in millions)	Commercial Bank		Retail Bank		Institutional Services and Wealth Management		All Other		Total
Three Months Ended March 31, 2024
Noninterest-bearing deposits	$	13,459	$	25,380	$	9,081	$	695	$	48,615
Savings and interest-checking deposits		29,721		51,274		7,131		6,741		94,867
Time deposits		353		14,995		37		5,198		20,583
Total	$	43,533	$	91,649	$	16,249	$	12,634	$	164,065

Three Months Ended December 31, 2023
Noninterest-bearing deposits	$	14,527	$	26,474	$	8,477	$	646	$	50,124
Savings and interest-checking deposits		28,702		51,941		6,728		5,994		93,365
Time deposits		425		13,507		31		7,261		21,224
Total	$	43,654	$	91,922	$	15,236	$	13,901	$	164,713

Three Months Ended March 31, 2023
Noninterest-bearing deposits	$	20,206	$	30,552	$	10,363	$	733	$	61,854
Savings and interest-checking deposits		22,263		54,650		7,957		3,183		88,053
Time deposits		330		6,667		13		4,620		11,630
Total	$	42,799	$	91,869	$	18,333	$	8,536	$	161,537

Funding Activities - Borrowings

The following table summarizes the average balances utilized from the Company's short-term and long-term borrowing facilities and note programs.

AVERAGE BORROWINGS


	Three Months Ended
	March 31,		December 31,		March 31,
(Dollars in millions)	2024		2023		2023
Short-term borrowings:
Federal funds purchased and repurchase agreements	$	307	$	404	$	364
FHLB advances		5,921		4,752		4,630
Total short-term borrowings	$	6,228	$	5,156	$	4,994

Long-term borrowings:
Senior notes	$	6,418	$	5,863	$	4,979
FHLB advances		1,323		5		5
Subordinated notes		977		989		980
Junior subordinated debentures		540		539		537
Asset-backed notes		505		495		—
Other		10		10		10
Total long-term borrowings		9,773		7,901		6,511
Total borrowed funds	$	16,001	$	13,057	$	11,505

The Company also uses borrowing capacity from banks, the FHLBs, the FRB of New York and others as sources of funding. Short-term borrowings represent arrangements that at the time they were entered into had a contractual maturity of one year or less. The higher levels of short-term borrowings in the first quarter of 2024 as compared with the fourth quarter of 2023 and year-earlier first quarter reflect the Company's management of liquidity.

Long-term borrowings averaged $9.8 billion, $7.9 billion and $6.5 billion in the three-month periods ending March 31, 2024, December 31, 2023 and March 31, 2023, respectively. In February 2024, M&T Bank advanced $2.0 billion from the FHLB of New York which matures in February 2025 at a variable rate of SOFR plus 25 basis points payable quarterly until maturity. In March 2024, M&T issued $850 million of senior notes that mature in March 2032 and pay a 6.08% fixed rate semi-annually until March 2031 after which SOFR plus 2.26% will be paid quarterly until maturity. Also in March 2024, M&T Bank issued $511 million of asset-backed notes secured by automobile loans with a weighted-average estimated life of approximately two years and a weighted-average interest rate of 5.29% at the time

- 46 -

of securitization. The increased usage of borrowing facilities reflects the Company's strategies to diversify its wholesale funding options to provide long-term funding stabilization and prepare for proposed regulations enumerating certain long-term debt requirements as described in Part I, Item 1 of M&T's 2023 Annual Report.

Additional information regarding borrowings is provided in notes 5 and 11 of Notes to Financial Statements.

Net Interest Margin

Net interest income can be impacted by changes in the composition of the Company's earning assets and interest-bearing liabilities, as discussed herein, as well as changes in interest rates and spreads. Net interest spread, or the difference between the taxable-equivalent yield on earning assets and the rate paid on interest-bearing liabilities, was 2.48% in the recent quarter, down 8 basis points from 2.56% in the fourth quarter of 2023. The decline in the net interest spread from the fourth quarter of 2023 reflects higher levels of average borrowings, partially offset by higher rates earned on investment securities. The yield on earning assets during the first quarter of 2024 was 5.74%, up 1 basis point from 5.73% in the fourth quarter of 2023. The rate paid on interest-bearing liabilities was 3.26% in the recent quarter, compared with 3.17% in the final quarter of 2023. In the first quarter of 2023, the net interest spread was 3.30%, the yield on earning assets was 5.16% and the rate paid on interest-bearing liabilities was 1.86%. The decline in the net interest spread in the recent quarter as compared with the first quarter of 2023 reflects the impact of higher rates paid on interest-bearing liabilities (predominantly interest-bearing deposits) resulting from a general rise in interest rates during the first three quarters of 2023, which outpaced higher yields earned on loans and leases, deposits at the FRB of New York and investment securities.

Net interest-free funds consist largely of noninterest-bearing demand deposits and shareholders’ equity, partially offset by bank owned life insurance and non-earning assets, including goodwill and core deposit and other intangible assets. Net interest-free funds averaged $61.7 billion in the first quarter of 2024, compared with $62.9 billion in the fourth quarter of 2023 and $72.9 billion in the year-earlier quarter. The lower level of average net interest-free funds in the recent quarter as compared with the fourth and first quarters of 2023 is predominantly the result of a decline in the average balance of noninterest-bearing deposits, partially offset by increases in common shareholders equity from retained earnings, net of common and preferred stock dividends. Noninterest-bearing deposits averaged $48.6 billion in the first quarter of 2024, compared with $50.1 billion in the last quarter of 2023 and $61.9 billion in the first quarter of 2023. The decline in average noninterest-bearing deposits since the first quarter of 2023 reflects customer use of off-balance sheet investment products and a shift in deposits to interest-bearing accounts as interest rates rose. The contribution of net interest-free funds to net interest margin was 1.04% in the first quarter of 2024, compared with 1.05% in the fourth quarter of 2023 and .74% in the first quarter of 2023. The increased contribution of net interest-free funds to net interest margin in the two most recent quarters as compared with the first 2023 quarter reflects higher rates paid on interest-bearing liabilities used to value net interest-free funds.

Reflecting the changes to the net interest spread and the contribution of net interest-free funds as described herein, the Company’s net interest margin was 3.52% in the first quarter of 2024, compared with 3.61% in the fourth quarter of 2023 and 4.04% in the year-earlier period. The higher interest rate environment has led to an increase in the rates paid on the Company's sources of funding which has outpaced the rise in yields on earning assets. Future changes in market interest rates or spreads, as well as changes in the composition of the Company’s portfolios of earning assets and interest-bearing liabilities that result in changes to spreads, could impact the Company’s net interest income and net interest margin.

Management assesses the potential impact of future changes in interest rates and spreads by projecting net interest income under several interest rate scenarios. In managing interest rate risk, the Company has utilized interest rate swap agreements to modify the repricing characteristics of certain portions of its earning assets and interest-bearing liabilities. Under the terms of those interest rate swap agreements, the Company received payments based on the outstanding notional amount at fixed rates and made payments at variable rates. Periodic settlement amounts arising from these agreements are reflected in either the yields on earning assets or the rates paid on interest-bearing liabilities. The Company enters into forward-starting interest rate swap agreements predominantly to hedge interest rate exposures expected in future periods. The following table summarizes information about interest rate swap agreements entered into for interest rate risk management purposes at March 31, 2024 and December 31, 2023.

- 47 -

INTEREST RATE SWAP AGREEMENTS - DESIGNATED AS HEDGES


	Notional Amount						Average		Weighted-
			Forward-				Maturity		Average Rate
(Dollars in millions)	Active		Starting		Total		(In years)		Fixed			Variable
March 31, 2024
Fair value hedges:
Fixed rate long-term borrowings	$	2,000	$	1,850	$	3,850		5.9		3.48	%		5.51	%
Cash flow hedges:
Interest payments on variable rate commercial real estate loans		17,477		5,950		23,427		1.7	3.38			5.33
Total	$	19,477	$	7,800	$	27,277		2.3
December 31, 2023
Fair value hedges:
Fixed rate long-term borrowings	$	2,000	$	1,000	$	3,000		5.8		3.45	%		5.62	%
Cash flow hedges:
Interest payments on variable rate commercial real estate loans		14,977		9,000		23,977		1.7	3.45			5.36
Total	$	16,977	$	10,000	$	26,977		2.2

Information regarding the fair value of interest rate swap agreements is presented in note 10 of Notes to Financial Statements. The average notional amounts of interest rate swap agreements entered into for interest rate risk management purposes (excluding forward-starting interest rate swap agreements not in effect during the quarter), the related effect on net interest income and margin and the weighted-average interest rates paid or received on those swap agreements is presented in the table that follows.

INTEREST RATE SWAP AGREEMENTS - EFFECT ON NET INTEREST INCOME


	Three Months Ended March 31,
.	2024						2023
(Dollars in millions)	Amount			Rate (a)			Amount			Rate (a)
Increase (decrease) in:
Interest income (cash flow hedges)	$	(87	)		-.18	%	$	(59	)		-.13	%
Interest expense (fair value hedges)		13			.04			10			.04
Net interest income/margin	$	(100	)		-.21	%	$	(69	)		-.15	%
Average notional amount (b)	$	19,202					$	11,069
Rate received (c)					3.32	%					2.68	%
Rate paid (c)					5.38						5.17

(a)

Computed as an annualized percentage of average earning assets or interest-bearing liabilities.

(b)

Excludes forward-starting interest rate swap agreements not in effect during the period.

(c)

Weighted-average rate paid or received on interest rate swap agreements in effect during the period.

Provision for Credit Losses

A provision for credit losses is recorded to adjust the level of the allowance to reflect expected credit losses that are based on economic forecasts as of each reporting date. A provision for credit losses of $200 million was recorded in the first quarter of 2024, compared with $225 million in the fourth quarter of 2023 and $120 million in the year-earlier quarter. The comparatively higher provisions for credit losses in the most recent two quarters as compared with the first quarter of 2023 reflect declines in commercial real estate values and higher interest rates contributing to a deterioration in the performance of loans to commercial borrowers, including nonautomotive dealers and healthcare facilities, as well as growth in certain sectors of M&T's commercial and industrial and consumer loan portfolios. Net charge-offs totaled $138 million in 2024's first quarter as compared with $148 million in 2023's final quarter and $70 million in the year-earlier quarter. The lower level of net charge-offs in the first quarter of 2024 as compared with the preceding quarter included a decline in commercial real estate loan net charge-offs, partially offset by an increase in net charge-offs of commercial and industrial and consumer loans. As compared with year-earlier first quarter, the recent quarter net charge-offs reflect higher levels of commercial and industrial and consumer loan net charge-offs.

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A summary of net charge-offs by loan type and as an annualized percentage of such average loans is presented in the table that follows.

NET CHARGE-OFF (RECOVERY) INFORMATION


	First Quarter 2024					Fourth Quarter 2023					First Quarter 2023
(Dollars in millions)	Net Charge-Offs (Recoveries)		Annualized Percentage of Average Loans			Net Charge-Offs (Recoveries)		Annualized Percentage of Average Loans			Net Charge-Offs (Recoveries)			Annualized Percentage of Average Loans
Commercial and industrial	$	73		.51	%	$	42		.30	%	$	10			.08	%
Real estate:
Commercial		8		.13			63		.98			28			.43
Residential builder and developer		—		.03			—		.10			2			.48
Other commercial construction		11		.69			7		.39			(2	)		-.09
Residential		—		-.01			3		.07			1			.01
Residential - limited documentation		—		—			—		-.01			—			—
Consumer:
Home equity lines and loans		—		.02			—		.04			—			.04
Recreational finance		21		.80			18		.72			11			.50
Automobile		5		.46			3		.32			2			.21
Other		20		4.03			12		2.14			18			3.51
Total	$	138		.42	%	$	148		.44	%	$	70			.22	%

Asset Quality

A summary of nonperforming assets and certain past due loan data and credit quality ratios is presented in the accompanying table.

NONPERFORMING ASSET AND PAST DUE LOAN DATA


(Dollars in millions)	March 31, 2024			December 31, 2023			March 31, 2023
Nonaccrual loans	$	2,302		$	2,166		$	2,557
Real estate and other foreclosed assets		38			39			44
Total nonperforming assets	$	2,340		$	2,205		$	2,601
Accruing loans past due 90 days or more (a)	$	297		$	339		$	407
Government-guaranteed loans included in totals above:
Nonaccrual loans	$	62		$	53		$	42
Accruing loans past due 90 days or more (a)		244			298			306
Loans 30-89 days past due		1,410			1,724			1,892

Nonaccrual loans to total net loans and leases		1.71	%		1.62	%		1.92	%
Nonperforming assets to total net loans and leases and real estate and other foreclosed assets		1.73			1.64			1.96
Accruing loans past due 90 days or more to total net loans and leases		.22			.25			.31
Loans 30-89 days past due to total net loans and leases		1.04			1.29			1.42

(a)

Predominantly residential real estate loans.

Nonaccrual loans were $2.3 billion at March 31, 2024, $136 million higher than December 31, 2023 and $255 million lower than March 31, 2023. The higher level of nonaccrual loans at the recent quarter end as compared with the immediately preceding quarter end was largely attributable to an increase in commercial and industrial nonaccrual loans, most notably loans to nonautomotive finance dealers and the manufacturing and services industries, partially offset by a decrease in commercial real estate nonaccrual loans. The decrease in nonaccrual loans at March 31, 2024 as compared with year-earlier quarter was predominantly due to lower levels of commercial real estate nonaccrual loans, including net charge-offs, and residential real estate nonaccrual loans, partially offset by a rise in commercial and industrial nonaccrual loans.

- 49 -

Government-guaranteed loans classified as accruing loans past due 90 days or more included one-to-four family residential mortgage loans serviced by the Company that were repurchased to reduce associated servicing costs, including a requirement to advance principal and interest payments that had not been received from individual mortgagors. Despite the loans being purchased by the Company, the insurance or guarantee by the applicable government-related entity remains in force. The outstanding principal balances of the repurchased loans included in the amounts noted herein that are guaranteed by government-related entities totaled $195 million at March 31, 2024, $228 million at December 31, 2023 and $242 million at March 31, 2023. The remaining accruing loans past due 90 days or more not guaranteed by government-related entities were loans considered to be with creditworthy borrowers that were in the process of collection or renewal.

Approximately 73% of loans 30 to 89 days past due were less than 60 days delinquent at each of March 31, 2024 and December 31, 2023. Information about past due and nonaccrual loans at March 31, 2024 and December 31, 2023 is also included in note 4 of Notes to Financial Statements.

During the normal course of business, the Company modifies loans to maximize recovery efforts. The types of modifications that the Company grants typically include principal deferrals and interest rate reductions but may also include other types of modifications. The Company may offer such modified terms to borrowers experiencing financial difficulty. Such modified loans may be considered nonaccrual if the Company does not expect to collect the contractual cash flows owed under the loan agreement. Information about modifications of loans to borrowers experiencing financial difficulty is included in note 4 of Notes to Financial Statements.

The Company utilizes a loan grading system to differentiate risk amongst its commercial and industrial loans and commercial real estate loans. Loans with a lower expectation of default are assigned one of ten possible “pass” loan grades while specific loans determined to have an elevated level of credit risk are classified as “criticized.” A criticized loan may be classified as “nonaccrual” if the Company no longer expects to collect all amounts according to the contractual terms of the loan agreement or the loan is delinquent 90 days or more.

Line of business personnel in different geographic locations with support from and review by the Company’s credit risk personnel review and reassign loan grades based on their detailed knowledge of individual borrowers and their judgment of the impact on such borrowers resulting from changing conditions in their respective regions. The Company’s policy is that, at least annually, updated financial information is obtained from commercial borrowers associated with pass grade loans and additional analysis performed. On a quarterly basis, the Company’s centralized credit risk department personnel reviews all criticized commercial and industrial loans and commercial real estate loans greater than $5 million to determine the appropriateness of the assigned loan grade, including whether the loan should be reported as accruing or nonaccruing. For criticized nonaccrual loans, additional meetings are held with loan officers and their managers, workout specialists and senior management to discuss each of the relationships. In analyzing criticized loans, borrower-specific information is reviewed, including operating results, future cash flows, recent developments and the borrower’s outlook, and other pertinent data. The timing and extent of potential losses, considering collateral valuation and other factors, and the Company’s potential courses of action are contemplated.

Targeted loan reviews have periodically been performed over segments of loan portfolios that are experiencing heightened credit risk due to current or anticipated economic conditions. The intention of such reviews is to identify trends across such portfolios and inform portfolio risk limits and loss mitigation strategies. The business climate in the first quarter of 2024 has continued to be subjected to inflationary pressures and elevated interest rates. These conditions have impacted many borrowers, particularly those with investor-owned commercial real estate loans in the hotel, office, retail, multifamily and healthcare sectors, including construction-related financing, and commercial and industrial loans to nonautomotive dealers and manufacturing and transportation industries. In 2023 and 2024, the Company completed targeted loan reviews covering the majority of its investor-owned commercial real estate portfolio, inclusive of construction loans, with a focus on criticized loans and loans with maturities in the next twelve months. The primary source of repayment of these loans is typically tenant lease payments to the investor/borrower. Vacancies, which have been influenced by certain demographic changes, and higher interest rates have contributed to lower current and anticipated future debt service coverage ratios, which has and could continue to influence the ability of borrowers to make existing loan payments. Lower debt service coverage ratios and reduced commercial real estate values also impact the ability of borrowers to refinance their obligations at loan maturity. As a result, criticized

- 50 -

investor-owned commercial real estate loans have remained elevated at $8.5 billion or 26% of such loans at March 31, 2024 and $8.8 billion or 27% of such loans at December 31, 2023. Investor-owned commercial real estate loans comprised 66% and 70% of total criticized loans at March 31, 2024 and December 31, 2023, respectively. The weighted-average LTV ratios for investor-owned commercial real estate loans was approximately 56% at each of March 31, 2024 and December 31, 2023. Criticized loans secured by investor-owned commercial real estate had a weighted-average LTV ratio of approximately 62% at March 31, 2024 and 61% at December 31, 2023.

The Company monitors its concentration of commercial real estate lending as a percentage of its Tier 1 capital plus its allowable allowance for credit losses, consistent with a metric utilized to differentiate such concentrations amongst regulated financial institutions. This metric, as prescribed in supervisory guidance, excludes loans secured by commercial real estate considered to be owner-occupied, but includes certain other loans, such as loans to real estate investment trusts, that are classified as commercial and industrial loans. The Company's commercial real estate loan concentration approximated 176% of Tier 1 capital plus its allowable allowance for credit losses at March 31, 2024, compared with 183% at December 31, 2023. The Company has reduced its relative concentration of investor-owned commercial real estate loans throughout 2023 and the first quarter of 2024.

The accompanying tables summarize the outstanding balances, and associated criticized balances, of commercial and industrial loans and leases by industry and commercial real estate loans by property type, respectively, at March 31, 2024 and December 31, 2023.

CRITICIZED COMMERCIAL AND INDUSTRIAL LOANS


	March 31, 2024								December 31, 2023
(Dollars in millions)	Outstanding		Criticized Accrual		Criticized Nonaccrual		Total Criticized		Outstanding		Criticized Accrual		Criticized Nonaccrual		Total Criticized
Commercial and industrial excluding owner-occupied real estate by industry:
Financial and insurance	$	10,538	$	261	$	37	$	298	$	10,679	$	346	$	3	$	349
Services		7,180		260		130		390		6,715		295		100		395
Motor vehicle and recreational finance dealers		6,268		525		109		634		6,242		164		51		215
Manufacturing		6,226		616		122		738		5,981		549		65		614
Wholesale		3,955		268		34		302		3,803		180		45		225
Transportation, communications, utilities		3,525		233		70		303		3,342		195		71		266
Retail		2,893		83		41		124		2,727		102		35		137
Construction		2,089		176		68		244		2,092		173		62		235
Health services		1,991		286		34		320		1,950		297		28		325
Real estate investors		1,618		195		4		199		1,684		189		4		193
Other		1,676		100		54		154		1,889		123		50		173
Total commercial and industrial excluding owner-occupied real estate	$	47,959	$	3,003	$	703	$	3,706	$	47,104	$	2,613	$	514	$	3,127
Owner-occupied real estate by industry:
Services	$	2,122	$	140	$	51	$	191	$	2,162	$	154	$	51	$	205
Motor vehicle and recreational finance dealers		1,922		45		9		54		1,867		10		7		17
Retail		1,587		132		14		146		1,541		107		13		120
Wholesale		944		48		3		51		940		28		2		30
Manufacturing		837		58		29		87		842		64		24		88
Real estate investors		795		24		16		40		818		26		12		38
Health services		639		53		22		75		656		55		26		81
Other		1,092		33		17		50		1,080		32		21		53
Total owner-occupied real estate		9,938		533		161		694		9,906		476		156		632
Total	$	57,897	$	3,536	$	864	$	4,400	$	57,010	$	3,089	$	670	$	3,759

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CRITICIZED COMMERCIAL REAL ESTATE LOANS


	March 31, 2024								December 31, 2023
(Dollars in millions)	Outstanding		Criticized Accrual		Criticized Nonaccrual		Total Criticized		Outstanding		Criticized Accrual		Criticized Nonaccrual		Total Criticized
Permanent finance by property type:
Apartments/Multifamily	$	6,441	$	1,003	$	112	$	1,115	$	6,165	$	1,184	$	115	$	1,299
Retail/Service		5,795		1,039		229		1,268		5,912		1,075		227		1,302
Office		4,599		1,011		147		1,158		4,727		879		185		1,064
Health services		3,626		1,409		177		1,586		3,615		1,364		117		1,481
Hotel		2,485		485		175		660		2,510		496		210		706
Industrial/Warehouse		1,925		133		13		146		2,034		224		13		237
Other		297		45		2		47		314		28		2		30
Total permanent		25,168		5,125		855		5,980		25,277		5,250		869		6,119
Construction/Development		7,248		2,419		144		2,563		7,726		2,527		174		2,701
Total	$	32,416	$	7,544	$	999	$	8,543	$	33,003	$	7,777	$	1,043	$	8,820

Total criticized commercial and industrial loans and commercial real estate loans were $12.9 billion and $12.6 billion at March 31, 2024 and December 31, 2023, respectively. Criticized loans represented 14.3% of the total commercial and industrial and commercial real estate loans at March 31, 2024, compared with 14.0% at December 31, 2023. At March 31, 2024 and December 31, 2023, permanent finance commercial real estate loans comprised 46% and 49% of total criticized loans, respectively, whereas commercial and industrial loans represented 34% and 30%, respectively, and construction loans represented 20% and 21%, respectively. Loans to nonautomotive finance dealers and manufacturing, wholesale and transportation companies mainly contributed to the $641 million increase in commercial and industrial criticized loans from December 31, 2023 to March 31, 2024.

The Company’s loss identification and estimation techniques with respect to loans secured by residential real estate make reference to loan performance and house price data in specific areas of the country where collateral securing the Company’s residential real estate loans is located. For residential real estate-related loans, including home equity loans and lines of credit, the excess of the loan balance over the net realizable value of the property collateralizing the loan is charged-off when the loan becomes 150 days delinquent. That charge-off is based on recent indications of value from external parties that are generally obtained shortly after a loan becomes nonaccrual. Loans to consumers that file for bankruptcy are generally charged-off to estimated net collateral value shortly after the Company is notified of such filings. Limited documentation first lien mortgage loans represent loans secured by residential real estate that at origination typically included some form of limited borrower documentation requirements as compared with more traditional loans. The Company no longer originates limited documentation loans. With respect to junior lien loans, to the extent known by the Company, if a related senior lien loan would be on nonaccrual status because of payment delinquency, even if such senior lien loan was not owned by the Company, the junior lien loan or line that is owned by the Company is placed on nonaccrual status. In monitoring the credit quality of its home equity portfolio for purposes of determining the allowance for credit losses, the Company reviews delinquency and nonaccrual information and considers recent charge-off experience. When evaluating individual home equity loans and lines of credit for charge-off and for purposes of determining the allowance for credit losses, the Company considers the required repayment of any first lien positions related to collateral property. Information about the location of loans secured by residential real estate is presented in the following table.

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NONACCRUAL LOANS SECURED BY RESIDENTIAL REAL ESTATE


	March 31, 2024
			Nonaccrual
					Percent of
	Outstanding				Outstanding
(Dollars in millions)	Balances		Balances		Balances
Residential mortgage loans:
New York	$	6,625	$	85		1.28	%
Mid-Atlantic (a)		6,605		57		.86
New England (b)		6,010		43		.72
Other		2,952		17		.58
Total	$	22,192	$	202		.91	%
Limited documentation first lien mortgage loans:
New York	$	403	$	24		5.81	%
Mid-Atlantic (a)		361		20		5.52
New England (b)		84		7		8.76
Other		36		2		6.53
Total	$	884	$	53		6.00	%
First lien home equity loans and lines of credit:
New York	$	815	$	17		2.06	%
Mid-Atlantic (a)		967		23		2.43
New England (b)		456		6		1.25
Other		17		3		16.54
Total	$	2,255	$	49		2.16	%
Junior lien home equity loans and lines of credit:
New York	$	767	$	16		2.15	%
Mid-Atlantic (a)		910		15		1.64
New England (b)		600		7		1.11
Other		26		—		.52
Total	$	2,303	$	38		1.66	%

(a)

Includes Delaware, Maryland, New Jersey, Pennsylvania, Virginia, West Virginia and the District of Columbia.

(b)

Includes Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont.

Factors that influence the Company’s credit loss experience include overall economic conditions affecting businesses and consumers, generally, but also residential and commercial real estate valuations, in particular, given the size of the Company’s real estate loan portfolios. Commercial real estate valuations can be highly subjective, as they are based upon many assumptions. Such valuations can be significantly affected over relatively short periods of time by changes in business climate, economic conditions, interest rates and, in many cases, the results of operations of businesses and other occupants of the real property. Similarly, residential real estate valuations can be impacted by housing trends, the availability of financing at reasonable interest rates and general economic conditions affecting consumers.

A comparative summary of consumer loans in nonaccrual status by product is presented in the following table.

NONACCRUAL CONSUMER LOANS


(Dollars in millions)	March 31, 2024		December 31, 2023
Home equity lines and loans	$	87	$	81
Recreational finance		30		36
Automobile		13		14
Other		54		52
Total	$	184	$	183

- 53 -

Allowance for Credit Losses

Management determines the allowance for credit losses under accounting guidance that requires estimating the amount of current expected credit losses over the remaining contractual term of the loan and lease portfolio. A description of the methodologies used by the Company to estimate its allowance for credit losses can be found in note 4 of Notes to Financial Statements.

In establishing the allowance for credit losses, the Company estimates losses attributable to specific troubled credits identified through both normal and targeted credit review processes and also estimates losses for other loans and leases with similar risk characteristics on a collective basis. For purposes of determining the level of the allowance for credit losses, the Company evaluates its loan and lease portfolio by type. At the time of the Company’s analysis regarding the determination of the allowance for credit losses as of March 31, 2024 concerns existed about elevated levels of inflation; potential liquidity shortages and tightening credit in the financial services markets; a slowing economy or possible recession during the remainder of 2024; the volatile nature of global markets and international economic conditions that could impact the U.S. economy; Federal Reserve positioning of monetary policy; downward pressures on commercial and residential real estate values especially in the office, retail and healthcare sectors; higher interest rates and wage pressures impacting commercial borrowers, including nonautomotive finance dealers; the extent to which borrowers, in particular commercial real estate borrowers, may be negatively affected by general economic conditions; and continued stagnant population and economic growth in the upstate New York and central Pennsylvania regions (approximately 37% of the Company’s loans and leases are to customers in New York State and Pennsylvania) that historically lag other regions of the country.

The Company generally estimates current expected credit losses on loans with similar risk characteristics on a collective basis. To estimate expected losses, the Company utilizes statistically developed models to project principal balances over the remaining contractual lives of the loan portfolios and determine estimated credit losses through a reasonable and supportable forecast period. The Company’s approach for estimating current expected credit losses for loans and leases at March 31, 2024 and December 31, 2023 included utilizing macroeconomic assumptions to project losses over a two-year reasonable and supportable forecast period. Subsequent to the forecast period, the Company reverted to longer-term historical loss experience, over a period of one year, to estimate expected credit losses over the remaining contractual life. Forward-looking estimates of certain macroeconomic variables are determined by the M&T Scenario Review Committee, which is comprised of senior management business leaders and economists. The assumptions utilized as of March 31, 2024 and December 31, 2023 are presented in the following table and were based on information available at or near the time the Company was preparing its estimate of expected credit losses as of those dates.

ALLOWANCE FOR CREDIT LOSSES MACROECONOMIC ASSUMPTIONS


	March 31, 2024									December 31, 2023
	Year 1			Year 2			Cumulative			Year 1			Year 2			Cumulative
National unemployment rate		4.4	%		4.7	%					4.4	%		4.7	%
Real GDP growth rate		1.0		1.8				2.8	%		.9		1.9				2.8	%
Commercial real estate price index growth/decline rate	-6.9			5.5			-1.5			-9.1			4.8			-4.5
Home price index growth/ decline rate		-2.0			.4		-1.6			-3.2				-.1		-3.3

In establishing the allowance for credit losses, the Company also considers the impact of portfolio concentrations, imprecision in economic forecasts, geopolitical conditions and other risk factors that influence the loss estimation process. With respect to economic forecasts, the Company assessed the likelihood of alternative economic scenarios during the two-year reasonable and supportable time period. Generally, an increase in unemployment rate or a decrease in any of the rate of change in GDP, commercial real estate prices or home prices could have an adverse impact on expected credit losses and may result in an increase to the allowance for credit losses. Forward-looking economic forecasts are subject to inherent imprecision and future events may differ materially from forecasted events. In consideration of such uncertainty, the following alternative economic scenarios were considered to estimate the possible impact on modeled credit losses.

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ALLOWANCE FOR CREDIT LOSSES SENSITIVITIES


	March 31, 2024
	Year 1			Year 2			Cumulative
Potential downside economic scenario:
National unemployment rate		6.5	%		7.4	%
Real GDP growth/decline rate	-2.3			1.6				-.8	%
Commercial real estate price index decline rate		-18.0			-2.0		-19.6
Home price index growth/decline rate		-10.4			.5			-10.0
Potential upside economic scenario:
National unemployment rate	3.3			3.2
Real GDP growth rate	3.5			2.4				6.0
Commercial real estate price index growth/decline rate	-1.8			9.2				7.3
Home price index growth rate	2.7			2.2				5.0


(Dollars in millions)	Impact to Modeled Credit Losses Increase (Decrease)
Potential downside economic scenario	$	347
Potential upside economic scenario		(170	)

These examples are only a few of the numerous possible economic scenarios that could be utilized in assessing the sensitivity of expected credit losses. The estimated impacts on credit losses in such scenarios pertain only to modeled credit losses and do not include consideration of other factors the Company may evaluate when determining its allowance for credit losses. As a result, it is possible that the Company may, at another point in time, reach different conclusions regarding credit loss estimates. The Company’s process for determining the allowance for credit losses undergoes quarterly and periodic evaluations by independent risk management personnel, which among many other considerations, evaluate the reasonableness of management’s methodology and significant assumptions. Further information about the Company’s methodology to estimate expected credit losses is included in note 4 of Notes to Financial Statements.

Management has assessed that the allowance for credit losses at March 31, 2024 appropriately reflected expected credit losses inherent in the portfolio as of that date. The allowance for credit losses totaled $2.2 billion at March 31, 2024, compared with $2.1 billion at December 31, 2023. As a percentage of loans outstanding, the allowance was 1.62% at March 31, 2024 and 1.59% at December 31, 2023. The increase in the allowance for credit losses as a percentage of loans and leases outstanding reflects a higher level of credit losses expected on certain commercial borrowers, including nonautomotive dealers and healthcare facilities. Included in the allocation of the allowance for credit losses were reserves for loans secured by office properties of 4.37% at each of March 31, 2024 and December 31, 2023. The level of the allowance reflects management’s evaluation of the loan and lease portfolio using the methodology and considering the factors as described herein. Should the various economic forecasts and credit factors considered by management in establishing the allowance for credit losses change and should management’s assessment of losses in the loan portfolio also change, the level of the allowance as a percentage of loans could increase or decrease in future periods. The reported level of the allowance reflects management’s evaluation of the loan and lease portfolio as of each respective date. Furthermore, the Company's allowance is general in nature and is available to absorb losses from any loan or lease category.

The ratio of the allowance for credit losses to total nonaccrual loans at March 31, 2024 and December 31, 2023 was 95% and 98%, respectively. Given the Company’s general position as a secured lender and its practice of charging off loan balances when collection is deemed doubtful, that ratio and changes in the ratio are generally not an indicative measure of the adequacy of the Company’s allowance for credit losses, nor does management rely upon that ratio in assessing the adequacy of the Company’s allowance for credit losses.

- 55 -

Other Income

The components of other income are presented in the accompanying table.

OTHER INCOME


	Three Months Ended				Change						Three Months Ended				Change
(Dollars in millions)	March 31, 2024		December 31, 2023		Amount			%			March 31, 2024		March 31, 2023		Amount			%
Mortgage banking revenues	$	104	$	112	$	(8	)		-7	%	$	104	$	85	$	19			23	%
Service charges on deposit accounts		124		121		3			2			124		113		11			9
Trust income		160		159		1			1			160		194		(34	)		-17
Brokerage services income		29		26		3			10			29		24		5			20
Trading account and other non-hedging derivative gains		9		11		(2	)		-19			9		12		(3	)		-21
Gain (loss) on bank investment securities		2		4		(2	)		-35			2		—		2			—
Other revenues from operations		152		145		7			4			152		159		(7	)		-5
Total other income	$	580	$	578	$	2			—	%	$	580	$	587	$	(7	)		-1	%

Mortgage banking revenues

Mortgage banking revenues are comprised of both residential and commercial mortgage banking activities, which consist of realized gains and losses from sales of real estate loans and loan servicing rights, unrealized gains and losses on real estate loans held for sale and related commitments, real estate loan servicing fees, and other real estate loan related fees and income. The Company's involvement in commercial mortgage banking activities includes the origination, sales and servicing of loans under the multifamily loan programs of Fannie Mae, Freddie Mac, and the U.S. Department of Housing and Urban Development.

RESIDENTIAL MORTGAGE BANKING ACTIVITIES


	Three Months Ended				Change					Three Months Ended				Change
(Dollars in millions)	March 31, 2024		December 31, 2023		Amount		%			March 31, 2024		March 31, 2023		Amount		%
Residential mortgage banking revenues
Gains on loans originated for sale	$	7	$	5	$	2		35	%	$	7	$	3	$	4		138	%
Loan servicing fees		39		38		1		2			39		20		19		100
Loan sub-servicing and other fees		32		31		1		5			32		32		—		1
Total loan servicing revenues		71		69		2		3			71		52		19		38
Total residential mortgage banking revenues	$	78	$	74	$	4		5	%	$	78	$	55	$	23		43	%
New commitments to originate loans for sale	$	288	$	243	$	45		18	%	$	288	$	276	$	12		5	%


(Dollars in millions)	March 31, 2024		December 31, 2023		March 31, 2023
Balances at period end
Loans held for sale	$	165	$	190	$	152
Commitments to originate loans for sale		211		163		199
Commitments to sell loans		315		295		284
Capitalized mortgage loan servicing assets		432		456		532

Loans serviced for others		39,598		40,021		41,547
Loans sub-serviced for others (a)		111,964		115,321		97,989
Total loans serviced for others	$	151,562	$	155,342	$	139,536

(a)

The contractual servicing rights associated with residential mortgage loans sub-serviced by the Company were predominantly held by affiliates of BLG. Information about the Company’s relationship with BLG and its affiliates is included in note 15 of Notes to Financial Statements.

•

The increase in residential mortgage loan servicing fees of $19 million in the three-month period ending March 31, 2024 as compared with the similar 2023 period primarily reflects a $350 million bulk purchase of residential mortgage loan servicing rights associated with $19.5 billion of residential real estate loans on March 31, 2023.

•

The lower balance of capitalized residential mortgage servicing rights at March 31, 2024 and December 31, 2023 as compared with March 31, 2023 reflects amortization of those servicing rights.

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COMMERCIAL MORTGAGE BANKING ACTIVITIES


	Three Months Ended				Change						Three Months Ended				Change
(Dollars in millions)	March 31, 2024		December 31, 2023		Amount			%			March 31, 2024		March 31, 2023		Amount			%
Commercial mortgage banking revenues
Gains on loans originated for sale	$	8	$	20	$	(12	)		-62	%	$	8	$	14	$	(6	)		-45	%
Loan servicing fees and other		18		18		—			2			18		16		2			12
Total commercial mortgage banking revenues	$	26	$	38	$	(12	)		-32	%	$	26	$	30	$	(4	)		-14	%
Loans originated for sale to other investors	$	1,044	$	506	$	538			106	%	$	1,044	$	672	$	372			55	%


(Dollars in millions)	March 31, 2024		December 31, 2023		March 31, 2023
Balances at period end
Loans held for sale	$	563	$	189	$	321
Commitments to originate loans for sale		451		916		588
Commitments to sell loans		1,014		1,105		909
Capitalized mortgage loan servicing assets		122		123		124

Loans serviced for others (a)		24,771		24,157		22,389
Loans sub-serviced for others		3,906		3,873		3,786
Total loans serviced for others	$	28,677	$	28,030	$	26,175

(a)

Includes $4.0 billion, $3.9 billion and $3.8 billion of loan balances for which investors had recourse to the Company if such balances are ultimately uncollectible at March 31, 2024, December 31, 2023 and March 31, 2023, respectively.

•

The decline in gains on commercial mortgage loans originated for sale in the first three months of 2024 as compared with the fourth quarter of 2023 and the corresponding 2023 period reflects lower volumes of new commitments to originate commercial real estate loans for sale, which were influenced by a higher interest rate environment.

Service charges on deposit accounts

Service charges on deposit accounts in the recent quarter increased $3 million from the fourth quarter of 2023 reflecting higher commercial service charges from pricing changes. The $11 million increase in the recent quarter as compared with the similar 2023 quarter also reflects the increased customer usage of sweep products.

Trust income

Trust income includes fees from two significant businesses managed within the Company's Institutional Services and Wealth Management segment. The Institutional Services business provides a variety of trustee, agency, investment management and administrative services for corporations and institutions, investment bankers, corporate tax, finance and legal executives, and other institutional clients who: (i) use capital markets financing structures; (ii) use independent trustees to hold assets (including retirement plan assets prior to the sale of CIT); and (iii) need investment and cash management services. The Wealth Management business offers personal trust, planning, fiduciary, asset management, family office and other services designed to help high net worth individuals and families grow, preserve and transfer wealth.

TRUST INCOME AND ASSETS UNDER MANAGEMENT


	Three Months Ended				Change						Three Months Ended				Change
(Dollars in millions)	March 31, 2024		December 31, 2023		Amount			%			March 31, 2024		March 31, 2023		Amount			%
Trust income
Institutional Services	$	81	$	82	$	(1	)		-1	%	$	81	$	120	$	(39	)		-32	%
Wealth Management		78		76		2			3			78		74		4			4
Commercial		1		1		—			9			1		—		1			179
Total trust income	$	160	$	159	$	1			1	%	$	160	$	194	$	(34	)		-17	%


(Dollars in millions)	March 31, 2024		December 31, 2023		March 31, 2023
Assets under management at period end
Trust assets under management (excluding proprietary funds)	$	65,191	$	63,963	$	161,495
Proprietary mutual funds		15,280		14,772		14,124
Total assets under management	$	80,471	$	78,735	$	175,619

- 57 -

•

In April 2023, M&T completed the divestiture of its CIT business to a private equity firm. Revenues associated with that business and included in Institutional Services trust income totaled $45 million in the first quarter of 2023. After considering expenses, the results of operations of that business were not material to M&T's net income in 2023's initial quarter.

•

Institutional Services trust income not related to the CIT business increased $6 million for the first three months of 2024 as compared with the similar 2023 period reflecting higher sales and fund management fees from its global capital markets business.

•

The lower assets under management at March 31, 2024 and December 31, 2023 as compared with March 31, 2023 reflects the sale of the CIT business in the second quarter of 2023.

Other revenues from operations

The components of other revenues from operations are presented in the accompanying table.

OTHER REVENUES FROM OPERATIONS


	Three Months Ended				Change						Three Months Ended				Change
(Dollars in millions)	March 31, 2024		December 31, 2023		Amount			%			March 31, 2024		March 31, 2023		Amount			%
Letter of credit and other credit-related fees	$	44	$	54	$	(10	)		-19	%	$	44	$	43	$	1			1	%
Merchant discount and credit card fees		40		42		(2	)		-6			40		39		1			1
Bank owned life insurance revenue (a)		16		19		(3	)		-18			16		13		3			23
Equipment operating lease income		11		12		(1	)		-7			11		21		(10	)		-49
BLG income (b)		25		—		25			—			25		20		5			25
Other		16		18		(2	)		-7			16		23		(7	)		-26
Total other revenues from operations	$	152	$	145	$	7			4	%	$	152	$	159	$	(7	)		-5	%

(a)

Tax-exempt income earned from bank owned life insurance includes increases in the cash surrender value of life insurance policies and benefits received. The Company owns both general account and separate account life insurance policies. To the extent market conditions change such that the market value of assets in a separate account bank owned life insurance policy becomes less than the previously recorded cash surrender value, an adjustment is recorded as a reduction to other revenues from operations.

(b)

During 2017, the operating losses of BLG resulted in M&T reducing the carrying value of its investment in BLG to zero. Subsequently, M&T has received cash distributions when declared by BLG that result in the recognition of income by M&T. M&T expects cash distributions from BLG in the future, but the timing and amount of those distributions are not within M&T's control. BLG is entitled to receive distributions from its affiliates that provide asset management and other services that are available for distribution to BLG’s owners, including M&T. Information about the Company’s relationship with BLG and its affiliates is included in note 15 of Notes to Financial Statements.

•

The decrease in letter of credit and other credit-related fees of $10 million in the recent quarter as compared with the fourth quarter of 2023 was primarily the result of lower loan syndication fees.

•

Equipment operating lease income declined $10 million in 2024's first quarter as compared with the similar 2023 quarter reflecting lower gains on sales of leased equipment.

•

Distributions from M&T's investment in BLG were $25 million and $20 million for the quarters ended March 31, 2024 and 2023, respectively. There were no such distributions in the fourth quarter of 2023.

Other Expense

The components of other expense are presented in the accompanying table.

OTHER EXPENSE


	Three Months Ended				Change						Three Months Ended				Change
(Dollars in millions)	March 31, 2024		December 31, 2023		Amount			%			March 31, 2024		March 31, 2023		Amount			%
Salaries and employee benefits	$	833	$	724	$	109			15	%	$	833	$	808	$	25			3	%
Equipment and net occupancy		129		134		(5	)		-4			129		127		2			2
Outside data processing and software		120		114		6			5			120		106		14			13
Professional and other services		85		99		(14	)		-13			85		125		(40	)		-31
FDIC assessments		60		228		(168	)		-74			60		30		30			101
Advertising and marketing		20		26		(6	)		-21			20		31		(11	)		-35
Amortization of core deposit and other intangible assets		15		15		—			—			15		17		(2	)		-13
Other costs of operations		134		110		24			21			134		115		19			16
Total other expense	$	1,396	$	1,450	$	(54	)		-4	%	$	1,396	$	1,359	$	37			3	%

- 58 -

Salaries and employee benefits

•

The number of full time equivalent employees was 21,927 at March 31, 2024, compared with 21,980 at December 31, 2023 and 23,004 at March 31, 2023. Included in each of the first quarters of 2024 and 2023 was $99 million of seasonally higher stock-based compensation, medical plan costs, payroll-related taxes and unemployment insurance.

•

Salaries and employee benefits expenses increased $109 million in the recent quarter as compared with the fourth quarter of 2023 reflecting the aforementioned seasonal costs, annual merit increases and a rise in incentive compensation, partially offset by lower severance expense.

•

Salaries and employee benefits expenses increased $25 million in the recent quarter as compared with the year-earlier quarter reflecting annual merit increases in the first quarter of 2024, other pay increases in 2023 and higher incentive compensation, partially offset by lower employee staffing levels.

Nonpersonnel expenses

•

FDIC assessments reflect a $197 million estimated special assessment in the fourth quarter of 2023 and $29 million of estimated incremental special assessment expense recorded in the first quarter of 2024.

•

Nonpersonnel expenses aggregated $563 million in the recent quarter as compared with $726 million in the fourth quarter of 2023. After considering the FDIC special assessments, the $5 million increase in the recent quarter as compared with 2023's fourth quarter reflects an increase in other costs of operations of $24 million, including higher costs associated with the Company's supplemental executive retirement savings plan, losses on lease terminations related to certain vacated properties and incremental charitable contributions. Those unfavorable factors were partially offset by lower professional and other services expenses of $14 million, reflecting the timing and level of consulting and legal-related fees.

•

Nonpersonnel expenses increased $12 million in the recent quarter from $551 million in the year-earlier first quarter. That increase includes an FDIC special assessment of $29 million, higher outside data processing and software costs of $14 million and a rise in other costs of operations of $19 million, reflecting amortization of mortgage loan servicing rights obtained through a bulk purchase in March 2023. Those unfavorable factors were partially offset by lower professional and other services expenses of $40 million reflecting lower sub-advisory fees following the sale of the CIT business in April 2023 and a decline in advertising and marketing costs of $11 million.

Income Taxes

Income tax expense was $133 million in the first quarter of 2024, compared with $143 million in the fourth quarter of 2023 and $224 million in the year-earlier quarter. The effective tax rates were 20.0%, 22.9% and 24.2% for the quarters ended March 31, 2024, December 31, 2023 and March 31, 2023, respectively. The first quarter of 2024 income tax expense included a net discrete benefit related to the resolution of a tax matter inherited from the acquisition of People's United. The effective tax rate is affected by the level of income earned that is exempt from tax relative to the overall level of pre-tax income, the amount of income allocated to the various state and local jurisdictions where the Company operates, because tax rates differ among such jurisdictions, and the impact of any large discrete or infrequently occurring items. The Company’s effective tax rate in future periods may also be affected by any change in income tax laws or regulations and interpretations of income tax regulations that differ from the Company’s interpretations by any of various tax authorities that may examine tax returns filed by M&T or any of its subsidiaries.

- 59 -

Liquidity Risk

As a financial intermediary, the Company is exposed to various risks, including liquidity and market risk. Liquidity refers to the Company’s ability to ensure that sufficient cash flow and liquid assets are available to satisfy current and future obligations, including demands for loans and deposit withdrawals, funding operating costs and other corporate purposes. Liquidity risk arises whenever cash flows associated with financial instruments included in assets and liabilities differ.

The most significant source of funding for the Company is core deposits, which are generated from a large base of consumer, corporate and institutional customers. That customer base has, over the past several years, become more geographically diverse as a result of expansion of the Company’s businesses. Nevertheless, the Company faces competition in offering products and services from a large array of financial market participants, including banks, thrifts, mutual funds, securities dealers and others. Core deposits totaled $151.5 billion and $146.5 billion at March 31, 2024 and December 31, 2023, respectively. The increase in core deposits at March 31, 2024 as compared with December 31, 2023 reflects a higher level of trust customer deposits.

The Company supplements funding provided through deposits with various short-term and long-term wholesale borrowings, including overnight federal funds purchased, repurchase agreements, advances from FHLBs, brokered deposits and longer-term borrowings. M&T Bank has access to additional funding sources through secured borrowings from the FHLB of New York and the FRB of New York. Beginning in the first quarter of 2024, M&T Bank became a counterparty to the FRB of New York standing repurchase agreement facility, which allows it to enter into overnight repurchase transactions using eligible investment securities. The Company has, in the past, issued subordinated capital notes and junior subordinated debentures associated with trust preferred securities to provide liquidity and enhance regulatory capital ratios. At March 31, 2024 and December 31, 2023, long-term borrowings aggregated $11.5 billion and $8.2 billion, respectively and short-term borrowings aggregated $4.8 billion and $5.3 billion, respectively. Information about the Company's borrowings is presented in note 5 of Notes to Financial Statements.

The Company has benefited from the placement of brokered deposits. The Company had brokered savings and interest-checking deposit accounts which aggregated $7.9 billion at March 31, 2024 and $7.8 billion at December 31, 2023. Brokered time deposits totaled $4.7 billion at March 31, 2024 and $6.1 billion at December 31, 2023. Approximately 87% of brokered time deposits at March 31, 2024 have a contractual maturity date in the next 12 months.

Total uninsured deposits were estimated to be $71.9 billion at March 31, 2024 and $67.0 billion at December 31, 2023. Approximately $11.4 billion and $10.7 billion of those uninsured deposits were collateralized by the Company at March 31, 2024 and December 31, 2023, respectively. The Company maintains available liquidity sources which represent approximately 135% of uninsured deposits that are not collateralized by the Company at March 31, 2024.

The Company’s ability to obtain funding from these sources could be negatively impacted should the Company experience a substantial deterioration in its financial condition or its debt ratings or should the availability of funding become restricted due to a disruption in the financial markets. The Company attempts to quantify such risks by conducting scenario analyses that estimate the liquidity impact resulting from a debt ratings downgrade and other market events. Such impact is estimated by attempting to measure the effect on available unsecured lines of credit, available capacity from secured borrowing sources and securitizable assets.

M&T’s primary source of funds to pay for operating expenses, shareholder dividends and treasury stock repurchases has historically been the receipt of dividends from its bank subsidiaries, which are subject to various regulatory limitations. Dividends from any bank subsidiary to M&T are limited by the amount of earnings of the subsidiary in the current year and the two preceding years. For purposes of that test, at March 31, 2024 approximately $1.2 billion was available for payment of dividends to M&T from bank subsidiaries. M&T also may obtain funding through long-term borrowings. Further information about the long-term outstanding borrowings of M&T is provided in note 5 of Notes to Financial Statements. As a bank holding company, M&T is obligated to serve as a managerial and financial source of strength to its bank subsidiaries as described in Part I, Item 1, "Business" in the 2023 Annual Report. As its ability to access the capital markets may be affected by market disruptions, M&T maintains sufficient cash resources at its parent company to satisfy projected cash outflows for an extended period without reliance on dividends from subsidiaries or external financing. As of March 31, 2024, M&T's parent company liquidity covered projected cash

- 60 -

outflows for more than 24 months, including dividends on common and preferred stock, debt service and scheduled debt maturities.

In addition to deposits and borrowings, other sources of liquidity include maturities and repayments of investment securities, loans and other earning assets, as well as cash generated from operations, such as fees collected for services. The Company also has the ability to securitize or sell certain financial assets, including various loan types, to provide other liquidity alternatives. U.S. Treasury and federal agency securities and government issued or guaranteed mortgage-backed securities comprised 90% of the Company's debt securities portfolio at March 31, 2024. The weighted-average durations of debt investment securities available for sale and held to maturity at March 31, 2024 were 2.0 years and 5.4 years, respectively.

The Company enters into contractual obligations in the normal course of business that require future cash payments. Such obligations include, among others, payments related to deposits, borrowings, leases and other contractual commitments. Off-balance sheet commitments to customers may impact liquidity, including commitments to extend credit, standby letters of credit, commercial letters of credit, financial guarantees and indemnification contracts, and commitments to sell real estate loans. Because many of these commitments or contracts expire without being funded in whole or in part, the contract amounts are not necessarily indicative of future cash flows. Further discussion of these commitments is provided in note 13 of Notes to Financial Statements.

The Company's Executive ALCO Committee closely monitors the Company’s liquidity position on an ongoing basis for compliance with internal policies and regulatory expectations. As a Category IV institution, the Company adheres to enhanced liquidity standards which require the performance of internal liquidity stress testing. The stress testing is designed to ensure the Company has sufficient liquidity to withstand both institution-specific and market-wide stress scenarios. For each scenario, the Company applies liquidity stress which may include deposit run-off, increased draws on unfunded loan commitments, increased collateral need for margin calls, increased haircuts on investment security-based funding and reductions in unsecured and secured borrowing capacity. Stress scenarios are measured over various time frames ranging from overnight to twelve months. As required by regulation, the Company maintains a liquidity buffer comprised of cash and highly liquid unencumbered securities to cover a 30-day stress horizon. Liquidity stress events occurring over longer time horizons can be mitigated by the availability of secured funding sources at the FHLB of New York and FRB of New York. The following table is a summary of the Company's available sources of liquidity at March 31, 2024.

AVAILABLE LIQUIDITY SOURCES


(Dollars in millions)	March 31, 2024
Deposits at the FRB of New York	$	32,033
Unused secured borrowing facilities:
FRB of New York		18,404
FHLB of New York		14,589
Unencumbered investment securities (after estimated haircuts)		16,506
Total	$	81,532

Management continuously evaluates the use and mix of its various available funding alternatives, including short-term borrowings, issuances of long-term debt, the placement of brokered deposits and the securitization of certain loan products. Management does not anticipate engaging in any activities, either currently or in the long term, for which adequate funding would not be available and would therefore result in a significant strain on liquidity at either M&T or its subsidiary banks. In accordance with liquidity regulations, the Company maintains a contingency funding plan to facilitate on-going liquidity management in times of liquidity stress. The plan outlines various funding options available during a liquidity stress event and establishes a clear escalation protocol to be followed within the Company's risk management framework. The plan sets forth funding strategies and procedures that management can quickly leverage to assist in decision-making and specifies roles and responsibilities for departments impacted by a potential liquidity stress event.

- 61 -

Market Risk and Interest Rate Sensitivity

Market risk is the risk of loss from adverse changes in the market prices and/or interest rates of the Company’s financial instruments. The primary market risk the Company is exposed to is interest rate risk. Interest rate risk arises from the Company’s core banking activities of lending and deposit-taking, because assets and liabilities reprice at different times and by different amounts as interest rates change. As a result, net interest income earned by the Company is subject to the effects of changing interest rates. The Company measures interest rate risk by calculating the variability of net interest income in future periods under various interest rate scenarios using projected balances for earning assets, interest-bearing liabilities and derivatives used to hedge interest rate risk. Management’s philosophy toward interest rate risk management is to limit the variability of net interest income. The balances of financial instruments used in the projections are based on expected growth from forecasted business opportunities, anticipated prepayments of loans and investment securities, and expected maturities of investment securities, loans and deposits. The Company has entered into interest rate swap agreements to help manage exposure to interest rate risk. At March 31, 2024, the aggregate notional amount of interest rate swap agreements entered into for interest rate risk management purposes that were currently in effect was $19.5 billion. In addition, the Company has entered into $7.8 billion of forward-starting interest rate swap agreements predominantly related to cash flow hedges. Information about interest rate swap agreements entered into for interest rate risk management purposes is included herein under the heading “Net Interest Margin” and in note 10 of Notes to Financial Statements.

The Company’s Executive ALCO Committee monitors the sensitivity of the Company’s net interest income to changes in interest rates with the aid of a computer model that forecasts net interest income under different interest rate scenarios. In modeling changing interest rates, the Company considers different yield curve shapes that consider both parallel (that is, simultaneous changes in interest rates at each point on the yield curve) and non-parallel (that is, allowing interest rates at points on the yield curve to vary by different amounts) shifts in the yield curve. In utilizing the model, market-implied forward interest rates over the subsequent twelve months are generally used to determine a base interest rate scenario for the net interest income simulation. That calculated base net interest income is then compared with the income calculated under the varying interest rate scenarios. The model considers the impact of ongoing lending and deposit-gathering activities, as well as interrelationships in the magnitude and timing of the repricing of financial instruments, including the effect of changing interest rates on expected prepayments and maturities. When deemed prudent, management has taken actions to mitigate exposure to interest rate risk through the use of on- or off-balance sheet financial instruments and intends to do so in the future. Possible actions include, but are not limited to, changes in the pricing of loan and deposit products, modifying the composition of earning assets and interest-bearing liabilities, and adding to, modifying or terminating existing interest rate swap agreements or other financial instruments used for interest rate risk management purposes.

The accompanying table as of March 31, 2024 and December 31, 2023 displays the estimated impact on net interest income in the base scenario described above resulting from parallel changes in interest rates across repricing categories during the first modeling year.

SENSITIVITY OF NET INTEREST INCOME TO CHANGES IN INTEREST RATES


Changes in interest rates	Calculated Change in Projected Net Interest Income
(Dollars in millions)	March 31, 2024			December 31, 2023
+200 basis points	$	(50	)	$	(18	)
+100 basis points		5			20
-100 basis points		(18	)		(46	)
-200 basis points		(36	)		(83	)

The Company utilized many assumptions to calculate the impact that changes in interest rates may have on net interest income. The more significant of those assumptions included the rate of prepayments of mortgage-related assets, cash flows from derivative and other financial instruments, loan and deposit volumes, mix and pricing, and deposit maturities. In the scenarios presented, the Company also assumed gradual changes in interest rates during a twelve-month period as compared with the base scenario. Changes in amounts presented since December 31, 2023 reflect changes in portfolio composition (including shifts between noninterest-bearing and interest-bearing deposits and higher levels of borrowings), the level of market-implied forward interest rates and hedging actions taken by the

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Company. Amidst the rising interest rate environment since the first quarter of 2022, M&T's cumulative deposit pricing beta, which is the change in deposit pricing in response to a change in market interest rates, approximated 55 percent. Excluding brokered deposits that cumulative pricing beta approximated 50 percent. The cumulative deposit pricing beta (including and excluding brokered deposits) is assumed to approximate 50 to 55 percent in the interest rate scenarios presented. The assumptions used in interest rate sensitivity modeling are inherently uncertain and, as a result, the Company cannot precisely predict the impact of changes in interest rates on net interest income. Actual results may differ significantly from those presented due to the timing, magnitude and frequency of changes in interest rates and changes in market conditions and interest rate differentials (spreads) between maturity/repricing categories, as well as any actions, such as those previously described, which management may take to counter such changes. Management also uses an “economic value of equity” model to supplement the modeling technique described above and provide a long-term interest rate risk metric. Economic value of equity is a point-in-time analysis of the economic sensitivity of assets, liabilities and off-balance sheet positions that incorporates all cash flows over their estimated remaining lives. Management measures the impact of changes in market values due to interest rates under a number of scenarios, including immediate shifts of the yield curve.

In addition to the effect of interest rates, changes in fair value of the Company’s financial instruments can also result from a lack of trading activity for similar instruments in the financial markets. Information about the fair valuation of financial instruments is presented in note 12 of Notes to Financial Statements.

The Company enters into interest rate and foreign exchange contracts to meet the financial needs of customers that it includes in its financial statements as other non-hedging derivatives within other assets and other liabilities. Financial instruments utilized for such activities consist predominantly of interest rate swap agreements and forward and futures contracts related to foreign currencies. The Company generally mitigates the foreign currency and interest rate risk associated with customer activities by entering into offsetting positions with third parties that are also included in other assets and other liabilities. The fair values of non-hedging derivative positions associated with interest rate contracts and foreign currency and other option and futures contracts are presented in note 10 of Notes to Financial Statements. As with any non-government guaranteed financial instrument, the Company is exposed to credit risk associated with counterparties to the Company’s non-hedging derivative activities. Although the notional amounts of these contracts are not recorded in the Consolidated Balance Sheet, the unsettled fair values of such financial instruments are recorded in the Consolidated Balance Sheet. The fair values of such non-hedging derivative assets and liabilities recognized on the Consolidated Balance Sheet were $258 million and $1.0 billion, respectively, at March 31, 2024 and $256 million and $898 million, respectively, at December 31, 2023. The fair value asset and liability amounts at March 31, 2024 have been reduced by contractual settlements of $893 million and $16 million, respectively, and at December 31, 2023 have been reduced by contractual settlements of $783 million and $32 million, respectively. The amounts associated with the Company's non-hedging derivative activities at March 31, 2024 and December 31, 2023 reflect changes in values associated with interest rate swap agreements entered into with commercial customers that are not subject to periodic variation margin settlement payments.

Trading account assets were $99 million at March 31, 2024 and $106 million at December 31, 2023. Included in trading account assets were assets related to deferred compensation plans of $22 million at each of March 31, 2024 and December 31, 2023. Changes in the fair values of such assets are recorded as trading account and other non-hedging derivative gains in the Consolidated Statement of Income. Included in accrued interest and other liabilities in the Consolidated Balance Sheet was $27 million of liabilities related to deferred compensation plans at each of March 31, 2024 and December 31, 2023. Changes in the balances of such liabilities due to the valuation of allocated investment options to which the liabilities are indexed and recorded in other costs of operations in the Consolidated Statement of Income. Also included in trading account assets were investments in mutual funds and other assets that the Company was required to hold under terms of certain non-qualified supplemental retirement and other benefit plans that were assumed by the Company in various acquisitions. Those assets totaled $77 million at March 31, 2024 and $80 million at December 31, 2023.

Given the Company’s policies and positions, management believes that the potential loss exposure to the Company resulting from market risk associated with trading account and other non-hedging derivative activities was not material, however, as previously noted, the Company is exposed to credit risk associated with counterparties to transactions

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related to the Company’s actions to mitigate foreign currency and interest rate risk associated with customer activities. Information about the Company’s use of derivative financial instruments is included in note 10 of Notes to Financial Statements.

Capital

The following table presents components related to shareholders' equity and dividends. Reconciliations of total common shareholders’ equity and tangible common equity and total assets and tangible assets as of each of those dates are presented in Table 2.

SHAREHOLDERS' EQUITY, DIVIDENDS AND SELECT RATIOS


(Dollars in millions, except per share)	March 31, 2024			December 31, 2023			March 31, 2023
Shareholders' equity	$	27,169		$	26,957		$	25,377
Preferred stock		(2,011	)		(2,011	)		(2,011	)
Common shareholders' equity	$	25,158		$	24,946		$	23,366
Per share:
Common shareholders’ equity	$	150.90		$	150.15		$	140.88
Tangible common shareholders’ equity		99.54			98.54			88.81
Ratios:
Shareholder's equity to total assets		12.63	%		12.94	%		12.50	%
Tangible common shareholders' equity to tangible assets		8.03			8.20			7.58
Cash dividends declared for quarter ended:
Common stock	$	218		$	217		$	219
Common stock per share		1.30			1.30			1.30
Preferred stock		25			25			25

Shareholders’ equity reflects accumulated other comprehensive income or loss, which includes the net after-tax impact of unrealized gains or losses on investment securities classified as available for sale, gains or losses associated with interest rate swap agreements designated as cash flow hedges and adjustments to reflect the funded status of defined benefit pension and other postretirement plans. The components of other comprehensive income (loss) are presented in the following table.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - NET OF INCOME TAX


	March 31,			December 31,			March 31,
(Dollars in millions, except per share)	2024			2023			2023
Investment securities unrealized losses, net (a)	$	(197	)	$	(187	)	$	(264	)
Cash flow hedges unrealized losses, net (b)		(268	)		(151	)		(169	)
Defined benefit plans adjustments, net (c)		(116	)		(115	)		(204	)
Other, net		(8	)		(6	)		(8	)
Total	$	(589	)	$	(459	)	$	(645	)

Accumulated other comprehensive income (loss), net, per common share	$	(3.53	)	$	(2.76	)	$	(3.89	)

(a)

Refer to note 3 of Notes to Financial Statements.

(b)

Refer to note 10 of Notes to Financial Statements.

(c)

Refer to note 7 of Notes to Financial Statements.

Reflected in the carrying amount of available-for-sale investment securities at March 31, 2024 were pre-tax effect unrealized gains of $1 million on securities with an amortized cost of $622 million and pre-tax effect unrealized losses of $264 million on securities with an amortized cost of $11.8 billion. Information concerning the Company’s fair valuations of investment securities is provided in notes 3 and 12 of Notes to Financial Statements. As also described in note 3 of Notes to Financial Statements, the Company does not expect any material credit-related losses with respect to its investment securities portfolio at March 31, 2024.

Pursuant to previously approved capital plans and authorizations approved by M&T's Board of Directors, M&T repurchased 3,838,157 shares of its common stock for a total cost of $600 million, including the share repurchase excise tax, under the program in the first quarter of 2023. There were no shares of common stock repurchased in the fourth quarter of 2023 and the first quarter of 2024.

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M&T and its subsidiary banks are required to comply with applicable Capital Rules. Pursuant to those regulations, the minimum capital ratios are as follows:

•

4.5% CET1 to RWA (each as defined in the Capital Rules);

•

6.0% Tier 1 capital (that is, CET1 plus additional Tier 1 capital) to RWA (each as defined in the Capital Rules);

•

8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to RWA (each as defined in the Capital Rules); and

•

4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”), as defined in the Capital Rules.

Capital Rules require buffers in addition to the minimum risk-based capital ratios noted above. M&T is subject to a SCB requirement that is determined through the Federal Reserve’s supervisory stress tests and M&T’s bank subsidiaries are subject to a 2.5% capital conservation buffer requirement. The buffer requirement must be composed entirely of CET1. Based on the Federal Reserve's most recent supervisory stress tests M&T's SCB is 4.0%.

The regulatory capital ratios of the Company and its bank subsidiaries, M&T Bank and Wilmington Trust, N.A., as of March 31, 2024 are presented in the accompanying table.

REGULATORY CAPITAL RATIOS

March 31, 2024


	M&T			M&T			Wilmington
(Dollars in millions)	(Consolidated)			Bank			Trust, N.A.
CET1		11.08	%		11.66	%		260.57	%
Tier 1 capital		12.38			11.66			260.57
Total capital		14.04			13.11			260.98
Tier 1 leverage		9.47			8.90			86.02
RWA	$	155,338		$	154,730		$	227

Capital Rules generally require the deduction of goodwill and core deposit and other intangible assets, net of applicable deferred taxes, from the calculation of capital in the determination of the minimum capital ratios. As a result of previous business acquisitions, the Company recorded goodwill of $8.5 billion and core deposit and other intangible assets of $132 million at March 31, 2024. Goodwill, as required by GAAP, is not amortized, but rather is tested for impairment at least annually at the business reporting unit level. The Company completed its annual goodwill impairment test in the fourth quarter of 2023 and concluded the amount of goodwill was not impaired at the testing date. The Company has not identified events or circumstances that would more likely than not reduce the fair value of a business reporting unit below its carrying amount at March 31, 2024. Should a business reporting unit with assigned goodwill experience declines in revenue, increased credit losses or expenses, or other adverse developments due to economic, regulatory, competition or other factors, that would be material to that reporting unit, an impairment of goodwill could occur in a future period that could be material to the Company's Consolidated Balance Sheet and its Consolidated Statement of Income. Although a goodwill impairment charge would not have a significant impact on the Company's regulatory tangible capital ratios, it would reduce the capacity of its bank subsidiary, M&T Bank, to dividend earnings to M&T. As described herein under the heading "Liquidity Risk", M&T's parent company liquidity at March 31, 2024 covered projected cash outflows for more than 24 months, including dividends on common and preferred stock, debt service and scheduled debt maturities. Information concerning goodwill and other intangible assets is included in note 8 of Notes to Financial Statements in the 2023 Annual Report.

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The Company is subject to the comprehensive regulatory framework applicable to bank and financial holding companies and their subsidiaries, which includes examinations by a number of regulators. Regulation of financial institutions such as M&T and its subsidiaries is intended primarily for the protection of depositors, the DIF of the FDIC and the banking and financial system as a whole, and generally is not intended for the protection of shareholders, investors or creditors other than insured depositors. Changes in laws, regulations and regulatory policies applicable to the Company’s operations can increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive environment in which the Company operates, all of which could have a material effect on the business, financial condition or results of operations of the Company and in M&T’s ability to pay dividends. For additional information concerning this comprehensive regulatory framework, refer to Part I, Item 1 of the 2023 Annual Report.

On July 27, 2023, the federal banking agencies issued a notice of proposed rulemaking to modify the regulatory capital requirements applicable to large banking organizations with over $100 billion of total assets and their depository institution subsidiaries. The proposed rule would generally require banking organizations subject to Category III and IV standards, like the Company, to compute their regulatory capital consistent with Category I and II standards. Management is in the process of evaluating the impact of the proposed rule on the regulatory capital requirements of M&T and its subsidiary banks and currently estimates the proposed rules would increase the Company's RWA by a percentage in the mid-single digits.

Segment Information

Reportable segments have been determined based upon the Company's organizational structure and its internal profitability reporting system. Financial information about the Company's segments is presented in note 14 of Notes to Financial Statements. The reportable segments are Commercial Bank, Retail Bank, and Institutional Services and Wealth Management. All other business activities that are not included in the three reportable segment results have been included in the "All Other" category.

NET INCOME (LOSS) BY SEGMENT


	Three Months Ended						Change						Three Months Ended						Change
(Dollars in millions)	March 31, 2024			December 31, 2023			Amount			%			March 31, 2024			March 31, 2023			Amount			%
Net income (loss)
Commercial Bank	$	201		$	220		$	(19	)		-9	%	$	201		$	333		$	(132	)		-40	%
Retail Bank		446			438			8			2			446			452			(6	)		-1
Institutional Services and Wealth Management		128			105			23			21			128			110			18			16
All Other		(244	)		(281	)		37			13			(244	)		(193	)		(51	)		-26
Total net income	$	531		$	482		$	49			10	%	$	531		$	702		$	(171	)		-24	%

Commercial Bank

The Commercial Bank segment provides a wide range of credit products and banking services to middle-market and large commercial customers, mainly within the markets served by the Company. Services provided by this segment include commercial lending and leasing, credit facilities which are secured by various types of commercial real estate, letters of credit, deposit products and cash management services. Commercial real estate loans may be secured by multifamily residential buildings, hotels, office, retail and industrial space or other types of collateral. Activities of this segment include the origination, sales and servicing of commercial real estate loans through the Fannie Mae DUS program and other programs. Commercial real estate loans held for sale are included in this segment.

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COMMERCIAL BANK SEGMENT FINANCIAL SUMMARY


	Three Months Ended				Change						Three Months Ended				Change
(Dollars in millions)	March 31, 2024		December 31, 2023		Amount			%			March 31, 2024		March 31, 2023		Amount			%
Income Statement
Net interest income	$	548	$	583	$	(35	)		-6	%	$	548	$	649	$	(101	)		-16	%
Noninterest income		151		176		(25	)		-14			151		162		(11	)		-7
Total revenue		699		759		(60	)		-8			699		811		(112	)		-14
Provision for credit losses		77		113		(36	)		-31			77		34		43			129
Noninterest expense		345		344		1			—			345		322		23			7
Income before taxes		277		302		(25	)		-9			277		455		(178	)		-39
Income taxes		76		82		(6	)		-8			76		122		(46	)		-38
Net income	$	201	$	220	$	(19	)		-9	%	$	201	$	333	$	(132	)		-40	%
Average Balance Sheet
Loans and leases:
Commercial and industrial	$	49,048	$	47,717	$	1,331			3	%	$	49,048	$	44,655	$	4,393			10	%
Commercial real estate		30,747		31,489		(742	)		-2			30,747		33,280		(2,533	)		-8
Residential real estate		447		444		3			1			447		329		118			36
Consumer		25		21		4			14			25		25		—			-3
Total loans and leases, net	$	80,267	$	79,671	$	596			1	%	$	80,267	$	78,289	$	1,978			3	%
Deposits:
Noninterest-bearing		13,459		14,527		(1,068	)		-7			13,459		20,206		(6,747	)		-33
Interest-bearing		30,074		29,127		947			3			30,074		22,593		7,481			33
Total deposits	$	43,533	$	43,654	$	(121	)		—	%	$	43,533	$	42,799	$	734			2	%

The Commercial Bank segment’s net income was $201 million in the first quarter of 2024, compared with $220 million in the fourth quarter of 2023.

•

Net interest income declined $35 million reflecting a narrowing of the net interest margin on loans and deposits by 13 basis points and 4 basis points, respectively.

•

Noninterest income decreased $25 million reflecting lower commercial mortgage banking revenues and a decrease in credit-related fees (predominantly loan syndication fees).

•

The provision for credit losses decreased $36 million reflecting lower net charge-offs on loans secured by commercial real estate, partially offset by higher net charge-offs on commercial and industrial loans.

•

Average loans and leases increased $596 million reflecting $1.3 billion of growth in average commercial and industrial loans that spanned most industry types, partially offset by a reduction in average commercial real estate loans.

•

Average deposits in the recent quarter as compared with the final quarter of 2023 reflect a shift from noninterest-bearing accounts to interest-bearing products amidst an elevated interest rate environment.

Net income for the Commercial Bank segment declined $132 million in the first quarter of 2024 from $333 million in the year-earlier quarter.

•

Net interest income declined $101 million reflecting a narrowing of the net interest margin on loans and deposits of 37 basis points and 43 basis points, respectively, partially offset by a rise in average outstanding loan balances of $2.0 billion.

•

Noninterest income decreased $11 million due to lower gains on sales of leased equipment and lower gains on commercial mortgage loans originated for sale, partially offset by higher service charges on commercial deposit accounts.

•

The provision for credit losses increased $43 million reflecting higher net charge-offs on commercial and industrial loans, partially offset by lower net charge-offs on loans secured by commercial real estate.

•

Noninterest expense increased $23 million reflecting a rise in centrally-allocated costs associated with data processing, risk management and other support services provided to the Commercial Bank segment of $21 million.

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•

The increase in average loans from the first quarter of 2023 reflects higher average balances of commercial and industrial loans including growth in loans to financial and insurance industry customers and to motor-vehicle and recreational finance dealers, partially offset by a reduction in average permanent commercial real estate and average construction loans.

•

Average deposits grew $734 million from the year-earlier first quarter and reflected a shift in customer funds from noninterest-bearing accounts to interest-bearing products amidst an elevated interest rate environment.

Retail Bank

The Retail Bank segment provides a wide range of services to consumers and small businesses through the Company’s branch network and several other delivery channels such as telephone banking, internet banking and automated teller machines. The Company has branch offices in New York State, Maryland, New Jersey, Pennsylvania, Delaware, Connecticut, Massachusetts, Maine, Vermont, New Hampshire, Virginia, West Virginia and the District of Columbia. The segment offers to its customers deposit products, including demand, savings and time accounts, and other services. Credit services offered by this segment include automobile and recreational finance loans (originated both directly and indirectly through dealers), home equity loans and lines of credit, credit cards and other loan products. This segment also originates and services residential mortgage loans and either sells those loans in the secondary market to investors or retains them for investment purposes. Residential mortgage loans are also originated and serviced on behalf of the Institutional Services and Wealth Management segment. The Company periodically purchases the rights to service residential real estate loans that have been originated by other entities and also sub-services residential real estate loans for others. Residential real estate loans held for sale are included in this segment. This segment also provides various business loans, including loans guaranteed by the SBA, business credit cards, deposit products and services such as cash management, payroll and direct deposit, merchant credit card and letters of credits to small businesses and professionals through the Company's branch network and other delivery channels.

RETAIL BANK SEGMENT FINANCIAL SUMMARY


	Three Months Ended				Change						Three Months Ended				Change
(Dollars in millions)	March 31, 2024		December 31, 2023		Amount			%			March 31, 2024		March 31, 2023		Amount			%
Income Statement
Net interest income	$	1,071	$	1,083	$	(12	)		-1	%	$	1,071	$	1,064	$	7			1	%
Noninterest income		197		194		3			2			197		170		27			16
Total revenue		1,268		1,277		(9	)		-1			1,268		1,234		34			3
Provision for credit losses		68		56		12			22			68		43		25			61
Noninterest expense		599		629		(30	)		-5			599		580		19			3
Income before taxes		601		592		9			1			601		611		(10	)		-1
Income taxes		155		154		1			—			155		159		(4	)		-3
Net income	$	446	$	438	$	8			2	%	$	446	$	452	$	(6	)		-1	%
Average Balance Sheet
Loans and leases:
Commercial and industrial	$	6,874	$	6,766	$	108			2	%	$	6,874	$	6,819	$	55			1	%
Commercial real estate		1,904		1,908		(4	)		—			1,904		1,909		(5	)		—
Residential real estate		20,843		21,057		(214	)		-1			20,843		21,721		(878	)		-4
Consumer		20,387		19,762		625			3			20,387		19,645		742			4
Total loans and leases, net	$	50,008	$	49,493	$	515			1	%	$	50,008	$	50,094	$	(86	)		—	%
Deposits:
Noninterest-bearing		25,380		26,474		(1,094	)		-4			25,380		30,552		(5,172	)		-17
Interest-bearing		66,269		65,448		821			1			66,269		61,317		4,952			8
Total deposits	$	91,649	$	91,922	$	(273	)		—	%	$	91,649	$	91,869	$	(220	)		—	%

- 68 -

The Retail Bank segment’s net income increased $8 million to $446 million in the first quarter of 2024 from $438 million in the final quarter of 2023.

•

Net interest income declined $12 million.

•

Noninterest income increased $3 million.

•

The provision for credit losses increased $12 million reflecting higher net charge-offs of recreational finance loans, indirect auto loans and business banking loans.

•

Noninterest expenses declined $30 million due to declines in equipment and net occupancy costs of $10 million, centrally-allocated costs associated with data processing, risk management, and other support services provided to the Retail Bank segment of $8 million and advertising and marketing expenses of $7 million.

•

Average loans increased $515 million reflecting growth in the segment's portfolio of recreational finance loans and automobile loans.

•

Net income for the Retail Bank segment decreased $6 million in the recent quarter from $452 million in the first quarter of 2023.

•

Net interest income rose $7 million.

•

Noninterest income increased $27 million primarily due to higher residential mortgage banking revenues reflecting a rise in servicing income from the bulk purchase of residential mortgage loan servicing rights at the end of the first quarter of 2023 and an increase in service charges on deposit accounts.

•

The provision for credit losses increased $25 million reflecting higher net charge-offs of consumer loans.

•

Noninterest expense rose $19 million predominantly due to higher centrally-allocated costs associated with data processing, risk management, and other support services provided to the Retail Bank segment of $22 million, partially offset by a decrease in personnel-related costs reflecting lower staffing levels.

•

Average loans in the recent quarter declined slightly from the first quarter of 2023, reflecting lower balances of residential real estate loans, partially offset by higher average consumer loans resulting from growth of recreational finance loan balances. In the first quarter of 2023, the Company returned to originating for sale the majority of its newly originated residential mortgage loans.

•

Average deposits in the recent quarter as compared with the first quarter of 2023 reflect a shift from noninterest-bearing accounts to interest-bearing products amidst an elevated interest rate environment.

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Institutional Services & Wealth Management

The Institutional Services and Wealth Management segment provides a variety of trustee, agency, investment management and administrative services for corporations and institutions, investment bankers, corporate tax, finance and legal executives, and other institutional clients, as well as personal trust, planning, fiduciary, asset management, family office and other services designed to help high net worth individuals and families grow, preserve and transfer wealth. This segment also provides investment products, including mutual funds and annuities and other services to customers.

INSTITUTIONAL SERVICES & WEALTH MANAGEMENT SEGMENT FINANCIAL SUMMARY


	Three Months Ended				Change						Three Months Ended				Change
(Dollars in millions)	March 31, 2024		December 31, 2023		Amount			%			March 31, 2024		March 31, 2023		Amount			%
Income Statement
Net interest income	$	186	$	176	$	10			6	%	$	186	$	170	$	16			9	%
Noninterest income		191		186		5			3			191		220		(29	)		-13
Total revenue		377		362		15			4			377		390		(13	)		-4
Provision for credit losses		—		—		—			—			—		—		—			—
Noninterest expense		205		219		(14	)		-6			205		241		(36	)		-15
Income before taxes		172		143		29			21			172		149		23			15
Income taxes		44		38		6			19			44		39		5			14
Net income	$	128	$	105	$	23			21	%	$	128	$	110	$	18			16	%
Average Balance Sheet
Loans and leases:
Commercial and industrial	$	783	$	761	$	22			3	%	$	783	$	787	$	(4	)		-1	%
Commercial real estate		48		56		(8	)		-13			48		53		(5	)		-9
Residential real estate		1,846		1,838		8			—			1,846		1,720		126			7
Consumer		722		766		(44	)		-6			722		812		(90	)		-11
Total loans and leases, net	$	3,399	$	3,421	$	(22	)		-1	%	$	3,399	$	3,372	$	27			1	%
Deposits:
Noninterest-bearing		9,081		8,477		604			7			9,081		10,363		(1,282	)		-12
Interest-bearing		7,168		6,759		409			6			7,168		7,970		(802	)		-10
Total deposits	$	16,249	$	15,236	$	1,013			7	%	$	16,249	$	18,333	$	(2,084	)		-11	%

The Institutional Services and Wealth Management segment’s net income increased $23 million to $128 million in the first quarter of 2024 from $105 million in the last quarter of 2023.

•

Net interest income increased $10 million reflecting a widening of the net interest margin on deposits of 3 basis points and a $1.0 billion increase in average outstanding deposit balances.

•

Noninterest income increased $5 million reflecting higher brokerage fee and trust income.

•

Noninterest expenses decreased $14 million reflecting a decline in personnel-related costs and professional and other services.

Net income for the Institutional Services and Wealth Management segment increased $18 million in the recent quarter from $110 million in the year-earlier first quarter.

•

Net interest income increased $16 million reflecting a widening of the net interest margin on deposits of 80 basis points, partially offset by a $2.1 billion decline in average outstanding deposit balances.

•

Noninterest income decreased $29 million predominantly due to lower trust income of $34 million reflecting lower revenues associated with the CIT business of approximately $45 million following its sale in April 2023, partially offset by higher revenues from the segment’s global capital markets business. An increase in brokerage services income reflecting sales of annuity products partially offset the trust income decline.

•

Noninterest expenses decreased $36 million reflecting a $39 million decline in professional and other services due, in part, to lower sub-advisory fees as a result of the sale of the CIT business, partially offset by an increase in centrally-allocated costs associated with data processing, risk management and other support services provided to the Institutional Services and Wealth Management segment.

- 70 -

All Other

The “All Other” category reflects other activities of the Company that are not directly attributable to the reported segments. Reflected in this category are the difference between the provision for credit losses and the calculated provision allocated to the reportable segments; goodwill and core deposit and other intangible assets resulting from the acquisitions of financial institutions; merger-related gains and expenses related to acquisitions; the net impact of the Company’s internal funds transfer pricing methodology; eliminations of transactions between reportable segments; certain non-recurring transactions; and the residual effects of unallocated support systems and general and administrative expenses. The Company’s investment securities portfolio, brokered deposits and short-term and long-term borrowings are generally included in the “All Other” category. In its management of interest rate risk, the Company utilizes interest rate swap agreements to modify the repricing characteristics of certain portfolios of earning assets and interest-bearing liabilities. The results of such activities are captured in the "All Other" category.

ALL OTHER CATEGORY FINANCIAL SUMMARY


	Three Months Ended						Change						Three Months Ended						Change
(Dollars in millions)	March 31, 2024			December 31, 2023			Amount			%			March 31, 2024			March 31, 2023			Amount			%
Income Statement
Net interest income (expense)	$	(125	)	$	(120	)	$	(5	)		4	%	$	(125	)	$	(65	)	$	(60	)		91	%
Noninterest income		41			22			19			76			41			35			6			16
Total revenue (expense)		(84	)		(98	)		14			-13			(84	)		(30	)		(54	)		179
Provision for credit losses		55			56			(1	)		—			55			43			12			25
Noninterest expense		247			258			(11	)		-5			247			216			31			15
Income before taxes		(386	)		(412	)		26			-6			(386	)		(289	)		(97	)		34
Income taxes		(142	)		(131	)		(11	)		9			(142	)		(96	)		(46	)		49
Net income	$	(244	)	$	(281	)	$	37			-13	%	$	(244	)	$	(193	)	$	(51	)		26	%

The “All Other” category recorded a net loss in the first quarter of 2024 of $244 million, compared with a net loss of $281 million in the fourth quarter of 2023.

•

Net interest income decreased $5 million.

•

Noninterest income increased $19 million primarily reflecting BLG distributions of $25 million, partially offset by a decline in tax-exempt income earned from bank owned life insurance revenue.

•

Noninterest expense decreased $11 million reflecting a decline in FDIC assessment expense of $169 million due to the $197 million special assessment expense recorded in the fourth quarter of 2023, partially offset by the incremental special assessment expense of $29 million recorded in the first quarter of 2024. The decrease was partially offset by a rise in personnel-related costs of $109 million reflecting merit increases and seasonally higher stock-based compensation and employee benefits expenses; an increase in other costs of operations of $27 million reflecting higher costs associated with the Company's supplemental executive retirement savings plan, losses on lease terminations related to certain vacated properties and incremental charitable contributions as compared with the fourth quarter of 2023; and increased outside data processing and software expense of $8 million.

The net loss recorded for the “All Other” category was $193 million in the first quarter 2023.

•

Net interest income decreased $60 million reflecting higher net interest expense from interest rate swap agreements entered into for interest rate risk management purposes, as well as the unfavorable impact from the Company’s allocation methodologies for internal transfers related to funding charges and credits associated with earning assets and interest-bearing liabilities of the Company’s reportable segments.

•

Noninterest income increased $6 million reflecting an increase in BLG distributions of $5 million.

•

The $12 million increase in the provision for credit losses reflects the net impact of the allocation of provision to reportable segments.

•

Noninterest expense increased $31 million reflecting estimated incremental special FDIC assessment expense of $29 million recorded in the first quarter of 2024.

- 71 -

Other Matters

On March 6, 2024, the SEC adopted a final rule to enhance and standardize climate-related disclosures by public companies. The final rule requires registrants, including the Company, to disclose their risk management processes for material climate-related risks, governance and oversight of material climate-risks and any risks that have materially impacted, or are reasonably likely to have a material impact on, its business strategy, results of operations or financial condition. Additionally, the final rule requires disclosure of material Scope 1 and Scope 2 greenhouse gas emissions, material climate targets and goals and certain disclosures related to severe weather events and other natural conditions. Such disclosures will be required in a registrant’s annual reporting under a phased-in approach beginning with annual reports for the year ending December 31, 2025 for calendar-year-end large accelerated filers, such as M&T. On April 4, 2024, the SEC issued an order to stay the final rule pending the completion of judicial review by the United States Court of Appeals for the Eighth Circuit.

Recent Accounting Developments

A discussion of the Company's significant accounting policies and critical accounting estimates can be found in the 2023 Annual Report. A summary of recent accounting developments is included in note 1 of Notes to Financial Statements.

Forward-Looking Statements

Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this quarterly report contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that does not describe historical or current facts is a forward-looking statement, including statements based on current expectations, estimates and projections about the Company’s business, and management's beliefs and assumptions.

Statements regarding the potential effects of events or factors specific to the Company and/or the financial industry as a whole, as well as national and global events generally, on the Company's business, financial condition, liquidity and results of operations may constitute forward-looking statements. Such statements are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond the Company's control.

Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," or "potential," by future conditional verbs such as "will," "would," "should," "could," or "may," or by variations of such words or by similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict and may cause actual outcomes to differ materially from what is expressed or forecasted.

While there can be no assurance that any list of risks and uncertainties is complete, important factors that could cause actual outcomes and results to differ materially from those contemplated by forward-looking statements include the following, without limitation: economic conditions and growth rates, including inflation and market volatility; events and developments in the financial services industry, including industry conditions; changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; prepayment speeds, loan originations, loan concentrations by type and industry, credit losses and market values on loans, collateral securing loans, and other assets; sources of liquidity; levels of client deposits; ability to contain costs and expenses; changes in the Company's credit ratings; the impact of the People's United acquisition; domestic or international political developments and other geopolitical events, including international conflicts and hostilities; changes and trends in the securities markets; common shares outstanding, common stock price volatility; fair value of and number of stock-based compensation awards to be issued in future periods; the impact of changes in market values on trust-related revenues; federal, state or local legislation and/or regulations affecting the financial services industry, or M&T and its subsidiaries individually or collectively, including tax policy; regulatory supervision and oversight, including monetary policy and capital requirements; governmental and public policy changes; political conditions, either nationally or in the states in which M&T and its subsidiaries do business; the outcome of pending and future litigation and governmental proceedings, including tax-related examinations and other matters; changes in accounting policies or procedures as may be required

- 72 -

by the Financial Accounting Standards Board, regulatory agencies or legislation; increasing price, product and service competition by competitors, including new entrants; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the mix of products and services; protection and validity of intellectual property rights; reliance on large customers; technological, implementation and cost/financial risks in large, multi-year contracts; 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, divestment and investment activities compared with M&T's initial expectations, including the full realization of anticipated cost savings and revenue enhancements.

These are representative of the factors that could affect the outcome of the forward-looking statements. In addition, as noted, 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 the Company does business, and other factors.

The Company provides further detail regarding these risks and uncertainties in the 2023 Annual Report, including in the Risk Factors section of such report, as well as in other SEC filings. Forward-looking statements speak only as of the date they are made, and the Company assumes no duty and does not undertake to update forward-looking statements.

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M&T BANK CORPORATION AND SUBSIDIARIES

Table 1

QUARTERLY TRENDS


	2024			2023 Quarters
(Dollars in millions, except per share, shares in thousands)	First Quarter			Fourth			Third			Second			First
Earnings and dividends
Interest income (taxable-equivalent basis)	$	2,757		$	2,753		$	2,656		$	2,530		$	2,341
Interest expense		1,065			1,018			866			717			509
Net interest income		1,692			1,735			1,790			1,813			1,832
Less: provision for credit losses		200			225			150			150			120
Other income		580			578			560			803			587
Less: other expense		1,396			1,450			1,278			1,293			1,359
Income before income taxes		676			638			922			1,173			940
Applicable income taxes		133			143			217			292			224
Taxable-equivalent adjustment		12			13			15			14			14
Net income	$	531		$	482		$	690		$	867		$	702
Net income available to common shareholders-diluted	$	505		$	457		$	664		$	841		$	676
Per common share data:
Basic earnings		3.04			2.75			4.00			5.07			4.03
Diluted earnings		3.02			2.74			3.98			5.05			4.01
Cash dividends		1.30			1.30			1.30			1.30			1.30
Average common shares outstanding:
Basic		166,460			165,985			165,909			165,842			167,732
Diluted		167,084			166,731			166,570			166,320			168,410
Performance ratios, annualized
Return on:
Average assets		1.01	%		.92	%		1.33	%		1.70	%		1.40	%
Average common shareholders’ equity		8.14			7.41			10.99			14.27			11.74
Net interest margin on average earning assets (taxable-equivalent basis)		3.52			3.61			3.79			3.91			4.04
Nonaccrual loans to total loans and leases, net of unearned discount		1.71			1.62			1.77			1.83			1.92
Net operating (tangible) results (a)
Net operating income	$	543		$	494		$	702		$	879		$	715
Diluted net operating income per common share	3.09				2.81			4.05			5.12			4.09
Annualized return on:
Average tangible assets		1.08	%		.98	%		1.41	%		1.80	%		1.49	%
Average tangible common shareholders’ equity		12.67			11.70		17.41			22.73				19.00
Efficiency ratio (b)		60.8			62.1			53.7			48.9			55.5
Balance sheet data
Average balances:
Total assets (c)	$	211,478		$	208,752		$	205,791		$	204,376		$	202,599
Total tangible assets (c)		202,906			200,172			197,199			195,764			193,957
Earning assets		193,135			190,536			187,403			185,936			184,069
Investment securities		28,587			27,490			27,993			28,623			27,622
Loans and leases, net of unearned discount		133,796			132,770			132,617			133,545			132,012
Deposits		164,065			164,713			162,688			159,399			161,537
Borrowings		16,001			13,057			12,585			15,055			11,505
Common shareholders’ equity (c)		25,008			24,489			24,009			23,674			23,366
Tangible common shareholders’ equity (c)		16,436			15,909			15,417			15,062			14,724
At end of quarter:
Total assets (c)		215,137			208,264			209,124			207,672			202,956
Total tangible assets (c)		206,574			199,689			200,538			199,074			194,321
Earning assets		195,712			189,140			189,942			188,504			183,853
Investment securities		28,496			26,897			27,336			27,916			28,443
Loans and leases, net of unearned discount		134,973			134,068			132,355			133,344			132,938
Deposits		167,196			163,274			164,128			162,058			159,075
Borrowings		16,245			13,517			13,854			15,325			14,458
Common shareholders’ equity (c)		25,158			24,946			24,186			23,790			23,366
Tangible common shareholders’ equity (c)		16,595			16,371			15,600			15,192			14,731
Equity per common share		150.90			150.15			145.72			143.41			140.88
Tangible equity per common share		99.54			98.54			93.99			91.58			88.81

(a)

Excludes amortization and balances related to goodwill and core deposit and other intangible assets and merger-related expenses which, except in the calculation of the efficiency ratio, are net of applicable income tax effects. A reconciliation of net income and net operating income appears in Table 2.

(b)

Excludes impact of merger-related expenses and net securities transactions.

(c)

The difference between total assets and total tangible assets, and common shareholders’ equity and tangible common shareholders’ equity, represents goodwill, core deposit and other intangible assets, net of applicable deferred tax balances. A reconciliation of such balances appears in Table 2.

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M&T BANK CORPORATION AND SUBSIDIARIES

Table 2

RECONCILIATION OF QUARTERLY GAAP TO NON-GAAP MEASURES


	2024			2023 Quarters
(Dollars in millions, except per share)	First Quarter			Fourth			Third			Second			First
Income statement data
Net income
Net income	$	531		$	482		$	690		$	867		$	702
Amortization of core deposit and other intangible assets (a)		12			12			12			12			13
Net operating income	$	543		$	494		$	702		$	879		$	715
Earnings per common share
Diluted earnings per common share	$	3.02		$	2.74		$	3.98		$	5.05		$	4.01
Amortization of core deposit and other intangible assets (a)		.07			.07			.07			.07			.08
Diluted net operating earnings per common share	$	3.09		$	2.81		$	4.05		$	5.12		$	4.09
Other expense
Other expense	$	1,396		$	1,450		$	1,278		$	1,293		$	1,359
Amortization of core deposit and other intangible assets		(15	)		(15	)		(15	)		(15	)		(17	)
Noninterest operating expense	$	1,381		$	1,435		$	1,263		$	1,278		$	1,342
Efficiency ratio
Noninterest operating expense (numerator)	$	1,381		$	1,435		$	1,263		$	1,278		$	1,342
Taxable-equivalent net interest income	$	1,692		$	1,735		$	1,790		$	1,813		$	1,832
Other income		580			578			560			803			587
Less: Gain (loss) on bank investment securities		2			4			—			1			—
Denominator	$	2,270		$	2,309		$	2,350		$	2,615		$	2,419
Efficiency ratio		60.8	%		62.1	%		53.7	%		48.9	%		55.5	%
Balance sheet data
Average assets
Average assets	$	211,478		$	208,752		$	205,791		$	204,376		$	202,599
Goodwill		(8,465	)		(8,465	)		(8,465	)		(8,473	)		(8,490	)
Core deposit and other intangible assets		(140	)		(154	)		(170	)		(185	)		(201	)
Deferred taxes		33			39			43			46			49
Average tangible assets	$	202,906		$	200,172		$	197,199		$	195,764		$	193,957
Average common equity
Average total equity	$	27,019		$	26,500		$	26,020		$	25,685		$	25,377
Preferred stock		(2,011	)		(2,011	)		(2,011	)		(2,011	)		(2,011	)
Average common equity		25,008			24,489			24,009			23,674			23,366
Goodwill		(8,465	)		(8,465	)		(8,465	)		(8,473	)		(8,490	)
Core deposit and other intangible assets		(140	)		(154	)		(170	)		(185	)		(201	)
Deferred taxes		33			39			43			46			49
Average tangible common equity	$	16,436		$	15,909		$	15,417		$	15,062		$	14,724
At end of quarter
Total assets
Total assets	$	215,137		$	208,264		$	209,124		$	207,672		$	202,956
Goodwill		(8,465	)		(8,465	)		(8,465	)		(8,465	)		(8,490	)
Core deposit and other intangible assets		(132	)		(147	)		(162	)		(177	)		(192	)
Deferred taxes		34			37			41			44			47
Total tangible assets	$	206,574		$	199,689		$	200,538		$	199,074		$	194,321
Total common equity
Total equity	$	27,169		$	26,957		$	26,197		$	25,801		$	25,377
Preferred stock		(2,011	)		(2,011	)		(2,011	)		(2,011	)		(2,011	)
Common equity		25,158			24,946			24,186			23,790			23,366
Goodwill		(8,465	)		(8,465	)		(8,465	)		(8,465	)		(8,490	)
Core deposit and other intangible assets		(132	)		(147	)		(162	)		(177	)		(192	)
Deferred taxes		34			37			41			44			47
Total tangible common equity	$	16,595		$	16,371		$	15,600		$	15,192		$	14,731

(a)

After any related tax effect.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Incorporated by reference to the discussion contained in Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," under the captions "Liquidity Risk," "Market Risk and Interest Rate Sensitivity" and "Capital."

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures. Based upon their evaluation of the effectiveness of M&T’s disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)), René F. Jones, Chairman of the Board and Chief Executive Officer, and Daryl N. Bible, Senior Executive Vice President and Chief Financial Officer, concluded that M&T’s disclosure controls and procedures were effective as of March 31, 2024.

(b) Changes in internal control over financial reporting. M&T regularly assesses the adequacy of its internal control over financial reporting and enhances its controls in response to internal control assessments and internal and external audit and regulatory recommendations. No changes in internal control over financial reporting have been identified in connection with the evaluation of disclosure controls and procedures during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, M&T’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

M&T and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings and other matters in which claims for monetary damages are asserted. On an on-going basis management, after consultation with legal counsel, assesses the Company’s liabilities and contingencies in connection with such proceedings. For those matters where it is probable that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its consolidated financial statements. To the extent the pending or threatened litigation could result in exposure in excess of that liability, the amount of such excess is not currently estimable. Although not considered probable, the range of reasonably possible losses for such matters in the aggregate, beyond the existing recorded liability, was between $0 and $25 million as of March 31, 2024. Although the Company does not believe that the outcome of pending legal matters will be material to the Company’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future.

Item 1A. Risk Factors.

There have been no material changes in risk factors relating to M&T to those disclosed in response to Part I, Item 1A of the 2023 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) – (b) Not applicable.

(c)


	Issuer Purchases of Equity Securities
Period	Total Number of Shares (or Units) Purchased (1)		Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased Under the Plans or Programs (2)
January 1 - January 31, 2024		210	$	136.94		—	$	1,200,060,000
February 1 - February 29, 2024		—		—		—		1,200,060,000
March 1 - March 31, 2024		18,205		140.05		—		1,200,060,000
Total		18,415	$	140.01		—

(1)

The total number of shares purchased during the periods indicated includes shares purchased as part of publicly announced programs and/or shares deemed to have been received from employees who exercised stock options by attesting to previously acquired common shares in satisfaction of the exercise price or shares received from employees upon the vesting of restricted stock awards in satisfaction of applicable tax withholding obligations, as is permitted under M&T’s stock-based compensation plans.

(2)

In July 2022, M&T's Board of Directors authorized a program under which $3.0 billion of common shares may be repurchased with the exact number, timing, price and terms of such repurchases to be determined at the discretion of management and subject to all regulatory limitations.

Item 3. Defaults Upon Senior Securities.

(None.)

Item 4. Mine Safety Disclosures.

(Not applicable.)

- 77 -

Item 5. Other Information.

(a) – (b) Not applicable.

(c) Certain of our officers or directors have made elections to participate in, and are participating in, our tax-qualified 401(k) plan and nonqualified deferred compensation plans, or have made, and may from time to time make, elections to reinvest dividends in M&T Bank Corporation common stock, or have shares withheld to cover withholding taxes upon the vesting of equity awards or to pay the exercise price of options, each of which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

Item 6. Exhibits.

The following exhibits are filed as a part of this report.


Exhibit No.

10.1		Retirement and Consulting Agreement, dated as of February 8, 2024, by and between Doris Meister and M&T Bank. Filed herewith.*

31.1		Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

31.2		Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

32.1		Certification of Chief Executive Officer under 18 U.S.C. §1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

32.2		Certification of Chief Financial Officer under 18 U.S.C. §1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

101.INS		Inline XBRL Instance Document. Filed herewith.

101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. Filed herewith.

104		The cover page from M&T Bank Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 has been formatted in Inline XBRL.

* Management contract or compensatory plan or arrangement.

- 78 -

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 thereunto duly authorized.


	M&T BANK CORPORATION

Date: May 3, 2024	By:	/s/ Daryl N. Bible
		Daryl N. Bible
		Senior Executive Vice President and Chief Financial Officer

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EX-10.1

EXHIBIT 10.1

M&T Bank

One M&T Plaza,

Human Resources, 7th Floor,

Buffalo, NY 14203

716-842-5094 FAX 716-842-4374

February 8, 2024

Doris Meister

RE: Retirement & Consulting Agreement

Dear Doris,

This Retirement & Consulting Agreement (“Agreement”) sets forth the terms of the Agreement between Doris Meister (“You” or “Consultant”) and Manufacturers and Traders Trust Company (“M&T Bank”) with respect to your retirement and separation from employment and transition into a two-year consulting role. You and M&T Bank will hereinafter collectively be referred to as the “Parties.”

(1)

Retirement Date & Consulting Period

Your final date of employment with M&T Bank will be Friday, May 31, 2024 (“Retirement Date”). As of that date, except as specifically provided in this Agreement, all compensation, participation in the 401(k) plan, long term disability, and participation in the Employee Stock Purchase Plan will cease. Provided you comply with the other terms of this Agreement, including your execution and non-revocation of this Agreement and the attached General Release and Waiver, beginning June 1, 2024, and through June 1, 2026 (the “Consulting Period”), you will serve as a Consultant for M&T Bank consistent with the duties described in Paragraph 4.

(2)

Payment of Wages and Other Sums Due

M&T Bank agrees that you will be paid for all wages due for services rendered to M&T Bank through the Retirement Date and will be paid for any accrued Paid Time Off and/or floating holidays, if applicable, or other leave which is, under M&T Bank’s policies, compensable at the time of retirement, at your current rate of pay.

(3)

Health Coverage Continuation

Following the Retirement Date, you and your covered family members may each elect to continue health coverage as provided by the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”). Additional information concerning your COBRA rights will be mailed to you under separate cover. In addition, you and your covered spouse are eligible to obtain retiree health coverage under the M&T Bank Corporation Retiree Welfare Benefits Plan provided you enroll in such retiree health coverage within 30 days of your Retirement Date or if applicable, within 30 days after your COBRA health continuation coverage ends. You will receive additional information regarding retiree health coverage prior to your Retirement Date.

(4)

Consulting Services

(a) During the Consulting Period, you agree to perform such reasonable consulting, management, and advisory services for M&T Bank with respect to the business and affairs of M&T Bank as M&T

EXHIBIT 10.1

Bank may reasonably request from time to time, which services may include transition of your successor, strategic planning services, and meeting with M&T Bank’s officers, managers, and other personnel regarding operations. The services, in your discretion, shall be rendered in person or by telephone or other communication. Except as otherwise expressly agreed to, you shall have no obligation to M&T Bank as to the manner and time of rendering the services hereunder and shall have no obligation to devote a minimum number of hours on a weekly, monthly, annual, or other basis.

(b) M&T Bank shall furnish to you such information as it reasonably believes appropriate to permit you to provide the services contemplated by Section 3(a) hereof to M&T Bank; provided, however, that M&T Bank hereby acknowledges and agrees that (i) you will use and rely on such information in providing such services and (ii) you do not assume responsibility for the accuracy or completeness of such information.

(c) You shall perform all services to be provided to M&T Bank hereunder as an independent contractor to M&T Bank and not as an employee, agent, or representative of M&T Bank. You shall have no authority to act for or bind M&T Bank or any of its subsidiaries while acting in its capacity as an advisor to M&T Bank under this Agreement without M&T Bank’s prior written consent. Any advice or opinions provided by you or its affiliates to M&T Bank and/or any subsidiary of M&T Bank may not be disclosed or referred to publicly or to any third party (other than to M&T Bank’s affiliates and M&T Bank’s legal, tax, financial, or other advisors), except in accordance with your prior written consent or if required by law; provided, however, that for the purpose of this sentence, you and M&T Bank shall not be treated as affiliates of one another.

(d) Consistent with the definition of Confidential Information and terms described in Paragraph 13, you agree that you will maintain the confidentiality of any Confidential Information of M&T Bank that you may learn of through the Consulting Period.

(5)

Consulting Payments

If the terms of this Agreement are accepted by you, and you return a fully executed original of this Agreement to Corporate Employee Relations – M&T at One M&T Plaza, 7th Floor, Buffalo, New York 14203 on or before February 29, 2024, you do not thereafter revoke this Agreement, which you may do within seven (7) calendar days from the date that you sign it, you execute, as described in Paragraph 11, the attached General Release and Waiver, you do not revoke that General Release and Waiver, and you comply with the terms of both Agreements, you will be entitled to transition into a consulting role as described in Paragraph 4, for which you will receive a monthly consulting fee of $101,666.66 for the Consulting Period (from June 1, 2024 through May 31, 2026) (the “Consulting Payments”). These Consulting Payments will commence within 21 days of the commencement of the Consulting Period, provided you have signed both this Agreement and the attached General Release and Waiver, as described in and consistent with Paragraph 11, and the revocation periods for both the Agreement and the General Release and Waiver have expired without revocation. You will not be eligible for any other compensation, benefits, or equity in connection with your provision of the services you provide as a Consultant.

You also understand and agree that you will forfeit and not be entitled to receive the Consulting Payments described above if: (i) you breach any written agreement between you and M&T Bank, including this Agreement; (ii) you act or fail to act in a manner that results in or is intended to result in detrimental consequences to M&T Bank after notification of retirement; (iii) you improperly disclose proprietary or confidential information or trade secrets of M&T Bank; or (iv) you commit misconduct or other terminable offense.

Any revocation of this Agreement must be in writing and must be delivered to Corporate Employee Relations - MRT at One M&T Plaza, 7th Floor, Buffalo, New York 14203 by 5 p.m., within seven (7) calendar days from the date you have executed this Agreement. This Agreement will not become effective until

EXHIBIT 10.1

after your 7-day revocation period has expired.

(6)

Non-Competition, Non-Solicitation of Customers and Employees

You, for and in consideration of the promises set forth in this Agreement, hereby agree that through the Consulting Period, you shall not hold any position, in any capacity, directly with any company or entity listed on the attached Peer Firms list. In the event that you hold a position with or perform any services for a consulting firm during the Consulting Period that may also be consulting for any company or entity on the attached Peer Firms list, you agree that you will not work, directly or indirectly, on any project or assignment providing services to the entity that is listed on the attached Peer Firms list until after December 1, 2024. This Agreement does not restrict your ability to serve as a Board Member and/or Director of a Board for any entity as of December 1, 2024. Until December 1, 2024, however, you agree that you will not serve as a Board Member and/or Director of a Board for any company or entity listed on the Peer Firms list.

You also agree that through the end of the Consulting Period following the execution of this Agreement you shall not, directly or indirectly, hire, solicit or encourage any employee, consultant or contractor of M&T Bank to leave M&T Bank’s employment, or hire any such employee, consultant or contractor who has left M&T Bank’s employment or contractual engagement. In addition, through the end of the Consulting Period, you shall not, directly or indirectly, (i) solicit or attempt to solicit any customer of M&T Bank, customer leads or customer referrals who were served by or whose names became known to you while providing services to M&T Bank; (ii) induce or attempt to induce any customer of M&T Bank to refuse to deal with or discontinue dealing with M&T Bank; or (iii) induce any customer of M&T Bank to terminate any existing contract for services with the Bank.

The Consulting Period limitation is not intended to limit M&T Bank’s right to prevent misappropriation of its confidential information beyond the duration of the Consulting Period. In addition, if you are subject to a non-solicitation restriction under any incentive plan, commission plan or other arrangement or contract with M&T Bank, nothing in this section shall be read to alter or limit such restriction(s). To the extent the duration of the non-solicitation in this section differs with any other such restrictions, the longer time period shall control.

(7)

Employment Verification

M&T Bank’s policy currently provides that requests for employment verification be referred to HRDirect at 1-877-473-4732.

(8)

Equity Awards

Your equity awards are governed by the terms and conditions of the applicable award agreement(s) and equity plan(s) maintained by M&T Bank Corporation. You should refer to the applicable equity award agreement(s) and equity plan(s) for further information about the status and treatment of equity awards upon separation from employment. You will not receive any future equity awards.

(9)

Release and Waiver

You, for and in consideration of the promises set forth in this Agreement, hereby agree to release and discharge, and not to institute any suit or action, at law or in equity, against M&T Bank, as defined above, on your behalf and on behalf of any person or entity claiming by or through you, from any and all claims of any kind, known and unknown, which you may now have or have ever had against M&T Bank, including claims for compensation, accrued time off work, stock options, bonuses, separation pay and all other claims arising from your employment with M&T Bank or the separation of your employment with M&T Bank, whether based on

EXHIBIT 10.1

contract, tort, statute, local ordinance, regulation, common law, or any comparable law in any jurisdiction (“Released Claims”). By way of example and not in limitation, the Released Claims include (all as amended) the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Equal Pay Act of 1963, the Family and Medical Leave Act of 1993, the federal Worker Adjustment and Retraining Notification Act of 1988, the Employee Retirement Income Security Act of 1974, the Fair Credit Reporting Act of 1970, the Civil Rights Act of 1866 (42 U.S.C. §§ 1981–1988), the New York Human Rights Law, as well as any claims asserting wrongful termination, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, and defamation and any other federal, state or local law, rule, regulation, executive order or guidelines relating to discrimination, excluding any potential rights or remedies pertaining to retirement benefits or the enforcement of this Agreement, from the beginning of the world through the date of this Agreement, and the continuing effects thereof.

This Agreement covers both claims that you know about and those that you may not know about at this time. The Released Claims do not include any claim: (1) to enforce the Agreement; (2) that arises exclusively after the date you execute the Agreement; (3) to undisputed vested benefits under an employee benefit plan governed by ERISA; (4) that you may have for COBRA benefits; and (5) that cannot be released as a matter of law, such as claims for statutory unemployment or statutory workers’ compensation benefits.

Nothing in this Agreement limits your rights, protected under law, to file a charge or communicate with or otherwise participate in any investigation or proceeding conducted by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the U.S Department of Justice, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency charged with enforcement of any law; however, in view of the Consulting Payments provided to you, to the maximum extent permitted by law, you waive and release any and all rights you have to recover any damages or individual monetary relief as a result of such charge, communication, or participation.

(10)

Acknowledgement of Understanding and Review of Release and Waiver

You acknowledge and agree that, prior to executing this Agreement, you have been advised of your right to discuss it with your private attorney and that to the extent you desired, you have availed yourself of this right. You further acknowledge and agree that you have been provided with a reasonable period of time, not fewer than 21 calendar days from your receipt of this Agreement, to consider the terms of this Agreement and to the extent you have executed this Agreement within a shorter period of time, you have elected to do so knowingly and voluntarily and not on the basis of any M&T Bank fraud, misrepresentation, or threat to withdraw or alter this offer. You further acknowledge that you have carefully read and fully understand all of the provisions of this Agreement and that you are VOLUNTARILY entering into this Agreement. You further acknowledge that any modifications, material or not material to this Agreement, do not restart the consideration time period.

(11)

Agreement to Sign Attached General Release and Waiver

You agree that as a condition of receiving the Consulting Payments described in Paragraph 5, you will sign the attached General Release and Waiver on your Retirement Date of May 31, 2024. You understand and acknowledge that if you do not sign the General Release and Waiver, or that if you subsequently revoke it as described therein, you will not be entitled to the Consulting Payments described in Paragraph 5 other than a payment of $500.

(12)

Return of Property

EXHIBIT 10.1

You agree to return on or before the Retirement Date all M&T Bank property in your custody or possession, whether created by yourself or others, including but not limited to any laptop computers, handheld computers, cell phones, swipe cards and the originals and copies of all documents, employee and customer records, files, reports, letters, memoranda, records, data, flowcharts, promotional materials, agreements, customer lists, market studies and other tangible material containing confidential or proprietary information concerning M&T Bank, as defined above.

(13)

Confidential Information

Except as required by law, through the end of the Consulting Period and thereafter, you will not disclose to any person or persons any Confidential Information relating to M&T Bank, as defined above. “Confidential Information” includes, but is not limited to, any and all records, files, reports, letters, memoranda, records, data, flowcharts, promotional materials, agreements, customer and employee related information, market studies and other secret, confidential or proprietary information of any nature relating to M&T Bank, as defined above, which is not generally available to the public. In order to enforce compliance with this covenant, you acknowledge that the failure to comply with the provisions of this Agreement will cause M&T Bank irreparable harm and that a remedy at law for such failure would be an inadequate remedy for M&T Bank. Therefore, you consent that M&T Bank may obtain an order of specific performance, an injunction, a restraining order, or other equitable relief from a court or arbitrator having jurisdiction. The availability of equitable relief shall not preclude M&T Bank from recovering any monetary damages to which it is entitled under applicable law. Nothing in this Agreement precludes you from sharing the terms of this Agreement and the facts underlying your separation from M&T Bank with your life partner, immediate family, attorneys, tax professionals, financial advisors, and healthcare professionals provided you inform each of their duty to keep such information confidential.

(14)

Non-disparagement

You agree not to, directly or indirectly, make, create, publish, communicate, send, or otherwise transmit any statements or communications that are negative, degrading, or critical regarding M&T Bank or its officers, directors, managers, and employees. M&T Bank will provide a written instruction to its “Executive Officers” (as defined and designated under Rule 3b-7 of the Securities Exchange Act of 1934, and who hold office as of the date of this Agreement) directing those individuals that they are not to directly or indirectly, make, create, publish, communicate, send, or otherwise transmit any statements or communications that are negative, degrading, or critical regarding you.

(15)

Section 409A Compliance

This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. With respect to any payments that are subject to Section 409A, in no event may you, directly or indirectly, designate the calendar year of a payment. Notwithstanding the foregoing, M&T Bank makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall M&T Bank be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A.

(16)

Cooperation

EXHIBIT 10.1

You agree to cooperate with M&T Bank, at M&T Bank’s reasonable request, in all aspects of your provision of the Consulting services, including, without limitation, by assisting, cooperating, or providing knowledge, communicating with persons inside or outside M&T Bank, and making yourself reasonably available to assist with or participate in any agency, board and legal investigations and proceedings. M&T Bank agrees to reimburse you for your reasonable out-of-pocket costs and expenses actually incurred in connection with your provision of the Consulting services and for cooperating with M&T Bank as described in this paragraph. M&T Bank will reimburse you as described herein within 30 days of receiving a written request for reimbursement from you itemizing the costs and expenses you incurred and attaching receipts. You acknowledge and agree that your agreement to cooperate will be in effect throughout the entirety of the Consulting Period. However, you also agree that in the event that an issue, dispute, or claim directly or indirectly concerning or relating to your provision of the Consulting services arises after the expiration of the Consulting Period, that your agreement to cooperate will extend beyond the Consulting Period for the limited duration necessary to resolve the issue, dispute, or claim.

(17)

Representations Concerning Insurance Coverages and Indemnification

M&T Bank represents that it has had in effect insurance policies providing insurance coverage for Directors and Officers and that you will be covered under those policies under the terms of those coverages with respect to your employment as an executive of M&T Bank.

(18)

Miscellaneous

You and M&T Bank acknowledge and agree that this Agreement is not an admission of guilt or wrongdoing by you or M&T Bank, as defined above, that neither party believes or admits that it has done anything wrong, and that both parties expressly deny any wrongdoing.

This Agreement may not be modified in any manner or canceled except by a writing signed by you and an authorized M&T Bank official. You acknowledge that M&T Bank has made no promises to you other than those in this Agreement and that this Agreement constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes any prior understandings or written or oral agreements between the Parties with respect to the subject matter of this Agreement, except for any arbitration, intellectual property, noncompete, restrictive covenant, non-solicitation, nondisclosure, or confidential agreements between M&T Bank and you, which shall remain in full force and effect according to their terms.

You agree that you shall be responsible for all taxes and similar payments arising out of any activities contemplated by this Agreement, including without limitation, federal, state, and local income tax, self-employment taxes, and all other taxes, fees, and withholdings. You agree that you will indemnify M&T and hold M&T harmless against any claim, obligation, or demand to pay any type of taxes, interest, or penalties in connection with any payments made to you by M&T under this Agreement.

The provisions of this Agreement are severable. If any part of it is found to be unenforceable, all other provisions shall remain fully valid and enforceable.

Captions and headings in this agreement are intended solely for convenience of reference and shall not be used in interpretation of this Agreement. This Agreement shall be governed by the substantive and procedural laws of the State of New York.

Finally, by your signature below, you acknowledge each of the following: (a) that you have read this Agreement and the attachment; (b) that you are fully aware of the Agreement’s contents and legal effect;

(c) that you have been advised to consult with an attorney of your choosing regarding this Agreement; (d) that you have consulted your own counsel to the extent and for the purposes you desired; (e) that you have chosen to enter into this Agreement freely, without coercion and based upon your own judgment and not in reliance upon any

EXHIBIT 10.1

promises made by M&T Bank or any of its representatives other than those contained in this Agreement, (f) that, if applicable, you have been given the attached Disclosure Statement, and (g) that as a condition of receiving the Consulting Payments, you will sign the attached General Release and Waiver on your Retirement Date.

Sincerely,

/s/ David Hollis

DAVID HOLLIS

SENIOR EXECUTIVE VICE PRESIDENT

CHIEF HUMAN RESOURCES OFFICER

I have read and understand the Agreement above and agree to be bound by its terms and conditions.

/s/ Doris Meister

DORIS MEISTER

February 9, 2024

DATE

EXHIBIT 10.1

ATTACHMENT

GENERAL RELEASE AND WAIVER

Pursuant to the terms and conditions of the Retirement & Consulting Agreement(“Agreement”) to which this General Release and Waiver (“Release”) is attached, and in consideration of the benefits offered under the Agreement, you agree to release and discharge, and not to institute any suit or action, at law or in equity, against M&T Bank, as defined in the Agreement, on your behalf and on behalf of any person or entity claiming by or through you, from any and all claims of any kind, known and unknown, which you may now have or have ever had against M&T Bank, including claims for compensation, accrued time off work, stock options, bonuses, separation pay and all other claims arising from your employment with M&T Bank or the termination of your employment with M&T Bank, whether based on contract, tort, statute, local ordinance, regulation, common law, or any comparable law in any jurisdiction (“Released Claims”). By way of example and not in limitation, the Released Claims include (all as amended) the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Equal Pay Act of 1963, the Family and Medical Leave Act of 1993, the federal Worker Adjustment and Retraining Notification Act of 1988, the Employee Retirement Income Security Act of 1974, the Fair Credit Reporting Act of 1970, the Civil Rights Act of 1866 (42 U.S.C. §§ 1981–1988) the New York Human Rights Law, as well as any claims asserting wrongful termination, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, and defamation and any other federal, state or local law, rule, regulation, executive order or guidelines relating to discrimination, excluding any potential rights or remedies pertaining to retirement benefits or the enforcement of this Release, from the beginning of the world through the date of this Release, and the continuing effects thereof.

This Release covers both claims that you know about and those that you may not know about at this time. The Released Claims do not include any claim: (1) to enforce the Agreement; (2) that arises exclusively after the date you execute the Release; (3) to undisputed vested benefits under an employee benefit plan governed by ERISA; (4) that you may have for COBRA benefits; and (5) that cannot be released as a matter of law, such as claims for statutory unemployment or statutory workers’ compensation benefits.

Nothing in the Agreement or the Release limits your rights, protected under law, to file a charge or communicate with or otherwise participate in any investigation or proceeding conducted by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the U.S. Department of Justice, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency charged with enforcement of any law; however, in view of the payments and benefits provided to you, to the maximum extent permitted by law, you waive and release any and all rights you have to recover any damages or individual monetary relief as a result of such charge, communication, or participation.

You acknowledge and agree that, prior to executing this Release, you have been advised of your right to discuss it with your private attorney and that to the extent you desired, you have availed yourself of this right. You further acknowledge and agree that you have been provided with a reasonable

period of time, not fewer than 21 calendar days from your receipt of this Release, to consider the terms of this Release and to the extent you have executed this Release within a shorter period of time, you have elected to do so knowingly and voluntarily and not on the basis of any M&T Bank fraud, misrepresentation, or threat to withdraw or alter this offer. You further acknowledge that you have carefully read and fully understand all of the provisions of this Release and that you are VOLUNTARILY entering into this Release. You further acknowledge that any modifications, material or not material to this Release, do not restart the consideration time period.

You will have seven (7) calendar days after signing this Release to revoke it by delivering written notice of your revocation to Corporate Employee Relations – MRT at One M&T Plaza, 7th Floor, Buffalo, NY 14203. This Release will become effective on the eighth (8th) day following its execution by you, provided that it has not been revoked by you as set forth in the immediately preceding sentence. If this Release is revoked by you within that 7-day period, you will not be eligible to receive any of the payments or benefits identified in the Agreement.

By your signature below, you acknowledge each of the following: (a) that you have read this Release; (b) that you are fully aware of the Release’s contents and legal effect; (c) that you have been advised to consult with an attorney of your choosing regarding this Release; (d) that you have consulted your own counsel to the extent and for the purposes you desired; (e) and that you have chosen to enter into this Release freely, without coercion and based upon your own judgment and not in reliance upon any promises made by M&T Bank or any of its representatives other than those contained in this Release.

DORIS MEISTER

DATE

ATTACHMENT

Peer Firms

Ally Financial (ALLY)

Bank of America Corporation (BAC)

Bank of New York Mellon Corporation (BK)

Bessemer Trust

BMO Financial Corp (BMO)

Brown Brothers Harriman

Citigroup Inc. (C)

Citizens Financial Group, Inc. (CFG)

Comerica Incorporated (CMA)

Credit Suisse Group AG (CS)

Fifth Third Bancorp (FITB)

First Citizens Bancshares, Inc. (FCNCA)

First Horizon National Corporation (FHN)

Goldman Sachs Group, Inc. (GS)

Huntington Bancshares Incorporated (HBAN)

JP Morgan Chase & Co. (JPM)

KeyCorp (KEY)

Morgan Stanley (MS)

Northern Trust Corporation (NTRS)

PNC Financial Services Group, Inc. (PNC)

Regions Financial Corporation (RF)

State Street Corporation (STT)

TD Group Holdings, LLC (TD)

Truist Financial Corporation (TFC)

UBS Group (UBS)

UMB Financial Corporation (UMBF)

U.S. Bancorp (USB)

Wells Fargo & Co. (WFC)

Zions Bancorporation (ZION)

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, René F. Jones, certify that:

1. I have reviewed this quarterly report on Form 10-Q of M&T Bank Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 3, 2024


By:	/s/ René F. Jones
	René F. Jones
	Chairman of the Board and
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Daryl N. Bible, certify that:

1. I have reviewed this quarterly report on Form 10-Q of M&T Bank Corporation;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 3, 2024


By:	/s/ Daryl N. Bible
	Daryl N. Bible
	Senior Executive Vice President
	and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER UNDER 18 U.S.C. §1350

I, René F. Jones, Chairman of the Board and Chief Executive Officer of M&T Bank Corporation, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) the Quarterly Report on Form 10-Q of M&T Bank Corporation for the quarterly period ended March 31, 2024 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of M&T Bank Corporation.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.

    /s/ René F. Jones  

   

    René F. Jones

    May 3, 2024

   

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to M&T Bank Corporation and will be retained by M&T Bank Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER UNDER 18 U.S.C. §1350

I, Daryl N. Bible, Senior Executive Vice President and Chief Financial Officer of M&T Bank Corporation, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of M&T Bank Corporation.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.

    /s/ Daryl N. Bible

   

    Daryl N. Bible

   

     
May 3, 2024