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 September 30, 2022

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-9861

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

New York	16-0968385
(State or other jurisdiction of incorporation or organization)	(I.R.S. 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, $.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 November 1, 2022: 172,613,343 shares.

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M&T BANK CORPORATION

FORM 10-Q

For the Quarterly Period Ended September 30, 2022

Table of Contents of Information Required in Report		Page
Part I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	CONSOLIDATED BALANCE SHEET – September 30, 2022 and December 31, 2021	3
	CONSOLIDATED STATEMENT OF INCOME – Three and nine months ended September 30, 2022 and 2021	4
	CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME – Three and nine months ended September 30, 2022 and 2021	5
	CONSOLIDATED STATEMENT OF CASH FLOWS – Nine months ended September 30, 2022 and 2021	6
	CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY – Three and nine months ended September 30, 2022 and 2021	7
	NOTES TO FINANCIAL STATEMENTS	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	52
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	89
Item 4.	Controls and Procedures	89
Part II. OTHER INFORMATION
Item 1.	Legal Proceedings	90
Item 1A.	Risk Factors	90
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	90
Item 3.	Defaults Upon Senior Securities	91
Item 4.	Mine Safety Disclosures	91
Item 5.	Other Information	91
Item 6.	Exhibits	91
SIGNATURES		92

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

M&T BANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (Unaudited)

	September 30,			December 31,
(Dollars in thousands, except per share)	2022			2021
Assets
Cash and due from banks	$	2,255,810		$	1,337,577
Interest-bearing deposits at banks		25,391,528			41,872,304
Trading account		129,672			49,745
Investment securities
Available for sale (cost: $11,340,155 at September 30, 2022;    $3,849,347 at December 31, 2021)		10,870,346			3,955,804
Held to maturity (fair value: $11,554,655 at September 30, 2022;    $2,771,290 at December 31, 2021)		12,898,862			2,734,674
Equity and other securities (cost: $832,604 at September 30, 2022;    $461,516 at December 31, 2021)		834,557			465,382
Total investment securities		24,603,765			7,155,860
Loans and leases		128,608,538			93,136,678
Unearned discount		(382,951	)		(224,226	)
Loans and leases, net of unearned discount		128,225,587			92,912,452
Allowance for credit losses		(1,875,591	)		(1,469,226	)
Loans and leases, net		126,349,996			91,443,226
Premises and equipment		1,620,339			1,144,765
Goodwill		8,501,357			4,593,112
Core deposit and other intangible assets		226,974			3,998
Accrued interest and other assets		8,876,038			7,506,573
Total assets	$	197,955,479		$	155,107,160
Liabilities
Noninterest-bearing deposits	$	73,023,271		$	60,131,480
Savings and interest-checking deposits		86,015,700			68,603,966
Time deposits		4,806,417			2,807,963
Total deposits		163,845,388			131,543,409
Short-term borrowings		917,806			47,046
Accrued interest and other liabilities		4,476,456			2,127,931
Long-term borrowings		3,459,336			3,485,369
Total liabilities		172,698,986			137,203,755
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 September 30, 2022 and December 31, 2021; Liquidation preference of    $10,000 per share: 140,000 shares at September 30, 2022 and December 31, 2021;    Liquidation preference of $25 per share: 10,000,000 shares at September 30, 2022		2,010,600			1,750,000
Common stock, $.50 par, 250,000,000 shares authorized,    179,436,779 shares issued at September 30, 2022 and    159,741,898 shares issued at December 31, 2021		89,718			79,871
Common stock issuable, 13,951 shares at September 30, 2022;    15,769 shares at December 31, 2021		1,098			1,212
Additional paid-in capital		9,994,395			6,635,000
Retained earnings		15,219,828			14,646,448
Accumulated other comprehensive income (loss), net		(899,993	)		(127,578	)
Treasury stock — common, at cost — 6,551,133 shares at September 30, 2022;    31,052,845 shares at December 31, 2021		(1,159,153	)		(5,081,548	)
Total shareholders’ equity		25,256,493			17,903,405
Total liabilities and shareholders’ equity	$	197,955,479		$	155,107,160

See accompanying notes to financial statements.

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M&T BANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT