EX-99.2

Exhibit 99.2

Unaudited pro forma combined condensed balance sheet of M&T as of December 31, 2021, giving effect to the Merger as if it had been completed on December 31, 2021, and the unaudited pro forma combined condensed income statement of M&T for the fiscal year ended December 31, 2021, giving effect to the Merger as if it had been completed on January 1, 2021, and the notes related thereto.

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

On April 1, 2022, M&T Bank Corporation (“M&T”) acquired People’s United Financial, Inc. (“People’s United”). The following unaudited pro forma combined condensed financial information combines the historical consolidated financial position and results of operations of M&T and People’s United as an acquisition by M&T of People’s United. Pursuant to the terms of the merger agreement dated February 22, 2021, People’s United shareholders received consideration valued at .118 of an M&T common share in exchange for each common share of People’s United. The purchase price totaled approximately $8.4 billion (with the price based on M&T’s closing price of $164.66 per share on the New York Stock Exchange (“NYSE”) as of April 1, 2022). Additionally, People’s United outstanding preferred stock was converted into new shares of Series H preferred stock of M&T.

The unaudited pro forma combined condensed financial information has been prepared to give effect to the following:

•

the acquisition of People’s United by M&T under the provisions of the Financial Accounting Standards Board Accounting Standards Codification, ASC 805, “Business Combinations,” whereby the assets and liabilities of People’s United are recorded by M&T at their respective fair values as of the date the merger is completed;

•

the issuance of 50,325,004 shares of M&T common stock based on the number of shares of People’s United common stock issued and outstanding as of April 1, 2022 (based upon a 0.118 exchange ratio and the closing price per share of M&T’s common stock reported on the NYSE on April 1, 2022 of $164.66) and the valuation of People’s United stock-based compensation;

•

certain reclassifications to conform the historical financial statement presentation of People’s United to that of M&T; and

•

transaction costs in connection with the merger.

The following unaudited pro forma combined condensed financial information and related notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of M&T and the related notes included in M&T’s Annual Report on Form 10-K for the year ended December 31, 2021 and (ii) the historical audited consolidated financial statements of People’s United and the related notes included in People’s United’s Annual Report on Form 10-K for the year ended December 31, 2021 included herein under Exhibit 99.1.

The unaudited pro forma combined condensed income statement for the year-ended ended December 31, 2021 combines the historical consolidated income statements of M&T and People’s United, giving effect to the merger as if it had been completed on January 1, 2021. The accompanying unaudited pro forma combined condensed balance sheet as of December 31, 2021 combines the historical consolidated balance sheets of M&T and People’s United, giving effect to the merger as if it had been completed on December 31, 2021.

The unaudited pro forma combined condensed financial information is provided for illustrative information purposes only. The unaudited pro forma combined condensed financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The pro forma financial information has been prepared by M&T in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 21, 2020.

The unaudited pro forma combined condensed financial information also does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, asset dispositions, and share repurchases, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma combined condensed financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded during the measurement period as prescribed by generally accepted accounting principles in the United States.

In connection with the plan to integrate the operations of M&T and People’s United following the merger, M&T and People’s United recognized merger-related charges consisting of professional services, including legal expenses, investment banker fees and technology-related activities to prepare for planned integration efforts, and printing costs associated with communications with shareholders, and anticipates additional similar costs will be incurred in the future. The results for 2021 include merger-related expenses of $44 million ($34 million after-tax effect) and $22 million ($18 million after tax-effect) incurred by M&T and People’s United, respectively.

PRO FORMA COMBINED CONDENSED BALANCE SHEET

(in thousands)

(Unaudited)

The following unaudited pro forma combined condensed balance sheet gives effect to the acquisition by M&T of People’s United using the acquisition method of accounting assuming the acquisition was consummated on December 31, 2021.


	December 31, 2021
							Transaction Accounting Adjustments
	Historical M&T			Historical People’s United			Fair Value (1)			Other (13)			Pro Forma Combined
Assets
Cash and due from banks	$	1,337,577		$	320,480		$	—		$	—		$	1,658,057
Interest-bearing deposits at banks and other short-term investments		41,872,304			10,268,764			—			—			52,141,068
Investment securities		7,155,860			10,750,166			(27,029	)(2)		—			17,878,997
Loans and leases		92,912,452			37,860,043			(473,856	)(3)		99,000	(4)		130,397,639
Allowance for credit losses		(1,469,226	)		(343,600	)		343,600	(4)		(341,000	)(4)		(1,810,226	)

Loans and leases, net		91,443,226			37,516,443			(130,256	)		(242,000	)		128,587,413
Goodwill		4,593,112			2,680,842			957,276	(5), (12)		—			8,231,230
Core deposit and other intangible assets		3,998			127,764			133,236	(6)		—			264,998
Other assets		8,701,083			2,977,948			9,417	(7)		65,878	(7)		11,754,326

Total assets	$	155,107,160		$	64,642,407		$	942,644		$	(176,122	)	$	220,516,089

Liabilities and shareholders’ equity
Interest-bearing deposits	$	71,411,929		$	35,814,223		$	(300	)(8)	$	—		$	107,225,852
Total borrowings		3,532,415			1,950,602			9,162	(9)		—			5,492,179

Total interest-bearing liabilities		74,944,344			37,764,825			8,862			—			112,718,031
Noninterest-bearing deposits		60,131,480			17,941,084			—			—			78,072,564
Other liabilities		2,127,931			1,034,706			181,824	(10)		17,650	(10)		3,362,111

Total liabilities		137,203,755			56,740,615			190,686			17,650			194,152,706

Preferred equity		1,750,000			244,074			16,526	(11)		—			2,010,600
Common equity		16,153,405			7,657,718			735,432	(12)		(193,772	)		24,352,783

Total shareholders’ equity		17,903,405			7,901,792			751,958			(193,772	)		26,363,383

Total liabilities and shareholders’ equity	$	155,107,160		$	64,642,407		$	942,644		$	(176,122	)	$	220,516,089

See accompanying notes to pro forma combined condensed financial statements.

PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME

(in thousands, except per share)

(Unaudited)

The following unaudited pro forma combined condensed statement of income for the year ended December 31, 2021 gives effect to M&T’s acquisition of People’s United using the acquisition method of accounting assuming the acquisition was consummated on January 1, 2021.


	For the year ended December 31, 2021
	Historical M&T			Historical People’s United			Transaction Accounting Adjustments (1)			Pro Forma Combined
Interest income
Loans and leases, including fees	$	3,748,988		$	1,382,142		$	49,858	(14)	$	5,180,988
Investment securities		141,162			209,693			146,348	(15)		497,203
Other		48,634			9,475			—			58,109

Total interest income		3,938,784			1,601,310			196,206			5,736,300

Interest expense
Deposits		51,834			68,622			1,148	(16)		121,604
Borrowings		62,172			33,558			3,642	(17)		99,372

Total interest expense		114,006			102,180			4,790			220,976

Net interest income		3,824,778			1,499,130			191,416			5,515,324
Provision for credit losses		(75,000	)		(48,271	)		242,000	(18)		118,729

Net interest income after provision for credit losses		3,899,778			1,547,401			(50,584	)		5,396,595

Other income
Mortgage banking revenues		571,329			2,103			—			573,432
Service charges on deposit accounts		402,113			137,819			—			539,932
Trust income		644,716			69,801			—			714,517
Brokerage services income		62,791			13,235			—			76,026
Loss on bank investment securities		(21,220	)		—			—			(21,220	)
Other revenues from operations		507,265			170,679			—			677,944

Total other income		2,166,994			393,637			—			2,560,631

Other expense
Salaries and employee benefits		2,045,677			679,602			—			2,725,279
Equipment and net occupancy		326,698			196,501			(3,945	)(19)		519,254
Amortization of core deposit and other intangible assets		10,167			36,997			31,836	(20)		79,000
FDIC assessments		69,704			28,203			—			97,907
Other costs of operations		1,159,377			242,537			17,650	(21)		1,419,564

Total other expense		3,611,623			1,183,840			45,541			4,841,004

Income before taxes		2,455,149			757,198			(96,125	)		3,116,222
Income taxes		596,403			152,310			(23,525	)(22)		725,188

Net income		1,858,746			604,888			(72,600	)		2,391,034
Dividends on preferred stock and income attributable to unvested stock-based compensation awards		(81,769	)		(14,063	)		—			(95,832	)

Net income available to common shareholders	$	1,776,977		$	590,825		$	(72,600	)	$	2,295,202

Net income per common share
Basic	$	13.81		$	1.40		$	—		$	12.82
Diluted		13.80			1.39			—			12.79
Average common shares outstanding
Basic		128,649			420,831			50,325	(23)		178,974
Diluted		128,812			424,535			50,599			179,411

See accompanying notes to pro forma combined condensed financial statements.

Notes to Pro Forma Combined Condensed Financial Statements

(dollars in thousands, except per share)

(Unaudited)

A.	Adjustments to the Unaudited Pro Forma Combined Condensed Financial Statements

(1)	Transaction accounting adjustments reflect preliminary estimates of pro forma increases (decreases) resulting from the use of the acquisition method of accounting.

(2)	Adjustment to reflect acquired investment securities at estimated fair value.

(3)	Adjustment to reflect acquired loans and leases at estimated fair value, which includes lifetime credit loss expectations, current interest rates and liquidity. The adjustments include the following:


	December 31, 2021
Reversal of historical People’s United’s loan and lease adjustments	$	22,806
Establish fair value mark on People’s United’s loans and leases		(496,662	)

Net adjustments	$	(473,856	)

(4)	Adjustments to the allowance for credit losses (“ACL”) include the following:


	December 31, 2021
Reversal of historical People’s United’s allowance for credit losses	$	343,600

Increase in loans and leases and the allowance for credit losses for gross-up for estimate of lifetime credit losses for purchased credit-deteriorated (“PCD”) loans and leases	$	(99,000	)
Provision for estimate of lifetime credit losses for non-PCD loans and leases		(242,000	)

Net adjustments	$	(341,000	)

(5)	Adjustment to reflect $3,638,118 of estimated pro forma goodwill from this business combination and the elimination of People’s United historical goodwill of $2,680,842.

(6)	Adjustment to reflect $218,000 of estimated core deposit intangible asset and $43,000 of other intangible assets from this business combination and the elimination of existing intangible assets of People’s United of $127,764.

(7)	Adjustments to other assets for the following:


	December 31, 2021
Adjustment to reflect fixed and other assets at estimated fair value	$	(20,520	)
Adjustment to reflect the estimated increase to deferred tax assets resulting from acquisition accounting adjustments		29,937

Net fair value adjustments		9,417
Adjustment to reflect the estimated tax effect of other acquisition adjustments		65,878

Net adjustments	$	75,295

(8)	Adjustment to reflect the estimated fair value of interest-bearing deposits.

(9)	Adjustment to reflect borrowings at estimated fair value:


	December 31, 2021
Reversal of historical People’s United’s fair value adjustments	$	(2,209	)
Establish fair value mark on People’s United’s borrowings		11,371

Net adjustments	$	9,162

Notes to Pro Forma Combined Condensed Financial Statements, continued

(dollars in thousands, except per share)

(Unaudited)

(10)	Adjustments to other liabilities for the following:


	December 31, 2021
Merger-related transaction costs of People’s United	$	155,173
Other		26,651

Net fair value adjustments		181,824
Merger-related transaction costs of M&T		17,650

Net adjustments	$	199,474

(11)	Adjustment to reflect preferred stock at estimated fair value.

(12)

Reflects the issuance of 50,325,004 shares of M&T common stock based on the number of shares of People’s United common stock issued and outstanding as of April 1, 2022 and the closing price per share of M&T’s common stock reported on the NYSE on April 1, 2022 of $164.66 and the valuation of People’s United stock-based compensation.

(13)

Reflects adjustments to record the gross-up for lifetime credit losses for PCD acquired loans and leases ($99,000), to record the allowance for non-PCD acquired loans and leases ($242,000), to reflect M&T’s merger-related transaction costs ($17,650) and recognize the tax effects related thereto ($65,878).


		Year Ended December 31, 2021
(14)	Net adjustment to interest income to eliminate People’s United’s accretion of discounts on previously acquired loans and record the estimated accretion of net discount on acquired loans and leases.	$	49,858
(15)	Net adjustment to interest income to record the estimated amortization of net discounts on securities.		146,348
(16)	Net adjustment to interest expense to record the estimated incremental amortization of fair value adjustments on acquired interest-bearing deposits.		1,148
(17)	Net adjustment to interest expense to record the estimated incremental amortization of fair value adjustments on long-term debt.		3,642
(18)	Adjustment to record provision for credit losses on non-PCD acquired loans and leases.		242,000
(19)	Adjustment to depreciation expense related to fixed assets.		(3,945	)

Notes to Pro Forma Combined Condensed Financial Statements, continued

(dollars in thousands, except per share)

(Unaudited)


		Year Ended December 31, 2021
(20)	Net adjustment to record incremental amortization expense associated with core deposit and other intangible assets. Core deposit intangible asset and other intangible assets will be amortized using expected lives ranging from three to seven years.	$	31,836


			Amortization Expense
	Useful Life (years)		Year Ended December 31, 2021
Core deposit intangible asset		7	$	54,500
Trust relationship intangible asset		5		6,333
Other		3		8,000

			68,833
Historical amortization expense				(36,997	)

Pro forma net adjustment to amortization			$	31,836

Amortization for the next five years
Year 1	$	59,781
Year 2		50,729
Year 3		33,676
Year 4		24,624
Year 5		15,571


		Year Ended December 31, 2021
(21)	Reflects estimated professional fees of M&T associated with the acquisition.	$	17,650
(22)	Adjustment to income tax expense to record the applicable state and federal tax effects of transaction accounting adjustments at the combined estimated statutory rate of 26% applied to items that are tax-effected.		(23,525	)
(23)	Adjustments to weighted-average shares of M&T common stock outstanding to eliminate weighted average shares of People’s United common stock outstanding and record shares of M&T common stock outstanding calculated using an exchange ratio of .118 per share.

Notes to Pro Forma Combined Condensed Financial Statements, continued

(dollars in thousands, except per share)

(Unaudited)

B.	Pro Forma Purchase Price Allocation

The following table sets forth a pro forma allocation of the estimated total purchase price to the fair value of the assets and liabilities of People’s United using People’s United’s audited consolidated balance sheet as of December 31, 2021, with the excess recorded to goodwill:


People’s United’s Net Assets at Fair Value:
Assets
Cash and due from banks	$	320,480
Interest-bearing deposits at banks and other short-term investments		10,268,764
Investment securities		10,723,137
Loans and leases, net		37,386,187
Core deposit and other intangible assets		261,000
Other assets		2,987,365

Total assets acquired		61,946,933
Liabilities and Preferred Equity
Interest-bearing deposits		35,813,923
Total borrowings		1,959,764

Total interest-bearing liabilities		37,773,687
Noninterest-bearing deposits		17,941,084
Other liabilities		1,216,530

Total liabilities		56,931,301
Preferred equity		260,600

Total liabilities and preferred equity		57,191,901

Net assets acquired	$	4,755,032

Pro forma goodwill	$	3,638,118