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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2002

or

     
o   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
(State or other jurisdiction of
incorporation or organization)
  16-0968385
(I.R.S. Employer
Identification No.)
     
One M & T Plaza
Buffalo, New York

(Address of principal
executive offices)
  14203
(Zip Code)

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

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   X     No       

Number of shares of the registrant’s Common Stock, $.50 par value, outstanding as of the close of business on July 26, 2002: 91,836,751 shares.


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES


Table of Contents

M&T BANK CORPORATION

FORM 10-Q

For the Quarterly Period Ended June 30, 2002

     
Table of Contents of Information Required in Report   Page

Part I.  FINANCIAL INFORMATION

         
Item 1.   Financial Statements.    
 
    CONSOLIDATED BALANCE SHEET —
June 30, 2002 and December 31, 2001
  3
 
    CONSOLIDATED STATEMENT OF INCOME —
Three and six months ended June 30, 2002 and 2001
  4
 
    CONSOLIDATED STATEMENT OF CASH FLOWS —
Six months ended June 30, 2002 and 2001
  5
 
    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY —
Six months ended June 30, 2002 and 2001
  6
 
    CONSOLIDATED SUMMARY OF CHANGES IN ALLOWANCE FOR CREDIT LOSSES —
Six months ended June 30, 2002 and 2001
  6
 
    NOTES TO FINANCIAL STATEMENTS   7
 
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.   16
 
Item 3.   Quantitative and Qualitative Disclosures About Market Risk.   38

Part II.  OTHER INFORMATION

         
Item 1.   Legal Proceedings.     38  
 
Item 2.   Changes in Securities and Use of Proceeds.     38  
 
Item 3.   Defaults Upon Senior Securities.     38  
 
Item 4.   Submission of Matters to a Vote of Security Holders.     38  
 
Item 5.   Other Information.     38  
 
Item 6.   Exhibits and Reports on Form 8-K.     38  
         
SIGNATURES     38  

-2-


Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.


M&T BANK CORPORATION AND SUBSIDIARIES

                         
CONSOLIDATED BALANCE SHEET (Unaudited)                
            June 30,   December 31,
Dollars in thousands, except per share   2002   2001

Assets
  Cash and due from banks   $ 864,158       965,664  
 
  Money-market assets                
 
      Interest-bearing deposits at banks     5,685       4,341  
 
      Federal funds sold and agreements to resell securities     44,261       41,086  
 
      Trading account     42,568       38,929  
   
 
             Total money-market assets     92,514       84,356  
   
 
  Investment securities                
 
      Available for sale (cost: $2,538,790 at June 30, 2002;                
 
             $2,627,509 at December 31, 2001)     2,593,939       2,663,184  
 
      Held to maturity (market value: $106,542 at June 30, 2002;                
 
             $122,107 at December 31, 2001)     105,184       121,508  
 
      Other (market value: $261,389 at June 30, 2002;                
 
             $239,445 at December 31, 2001)     261,389       239,445  
   
 
             Total investment securities     2,960,512       3,024,137  
   
 
    Loans and leases     25,811,365       25,395,468  
 
             Unearned discount     (207,796 )     (207,708 )
 
             Allowance for credit losses     (436,395 )     (425,008 )
   
 
                   Loans and leases, net     25,167,174       24,762,752  
   
 
      Premises and equipment     247,401       261,877  
 
      Goodwill     1,097,553       1,097,553  
 
      Core deposit and other intangible assets     143,589       170,273  
 
      Accrued interest and other assets     1,112,630       1,083,584  
   
 
                   Total assets   $ 31,685,531       31,450,196  

Liabilities
      Noninterest-bearing deposits   $ 3,800,508       3,704,004  
 
      NOW accounts     963,786       930,400  
 
      Savings deposits     8,438,081       7,980,065  
 
      Time deposits     7,437,924       8,188,036  
 
      Deposits at foreign office     1,217,273       777,895  
   
 
                 Total deposits     21,857,572       21,580,400  
   
 
      Federal funds purchased and agreements                
 
          to repurchase securities     1,132,441       2,133,558  
 
      Other short-term borrowings     1,111,831       912,272  
 
      Accrued interest and other liabilities     394,882       422,746  
 
      Long-term borrowings     4,211,920       3,461,769  
   
 
                 Total liabilities     28,708,646       28,510,745  
   
Stockholders’ equity
      Preferred stock, $1 par, 1,000,000 shares authorized,                
 
           none outstanding            
 
      Common stock, $.50 par, 150,000,000 shares authorized,                
 
            97,139,347 shares issued at June 30, 2002                
 
           and December 31, 2001     48,570       48,570  
 
      Common stock issuable, 127,675 shares at June 30, 2002;                
 
           130,428 shares at December 31, 2001     6,214       6,162  
 
      Additional paid-in capital     1,062,094       1,096,340  
 
      Retained earnings     2,213,358       2,017,700  
 
      Accumulated other comprehensive income, net     35,354       22,819  
 
      Treasury stock - common, at cost - 5,074,726 shares at                
 
             June 30, 2002; 3,455,373 shares at December 31, 2001     (388,705 )     (252,140 )
   
 
                 Total stockholders' equity     2,976,885       2,939,451  
   
 
                 Total liabilities and stockholders' equity   $ 31,685,531       31,450,196  

-3-


Table of Contents


M&T BANK CORPORATION AND SUBSIDIARIES

                                                         
CONSOLIDATED STATEMENT OF INCOME (Unaudited)                                                
                    Three months ended June 30           Six months ended June 30
In thousands, except per share           2002   2001           2002   2001

Interest income
             Loans and leases, including fees           $ 420,203       483,955             $ 840,146       974,567  
 
             Money-market assets                                                
 
                 Deposits at banks             22       29               40       66  
 
                 Federal funds sold and agreements                                                
 
                     to resell securities             1,119       164               2,189       951  
 
                 Trading account             48       82               106       184  
 
             Investment securities                                                
 
                 Fully taxable             35,043       48,837               69,940       99,441  
 
                 Exempt from federal taxes             4,990       6,558               10,191       12,994  
   
 
                     Total interest income             461,425       539,625               922,612       1,088,203  

Interest expense
             NOW accounts             1,055       2,206               1,974       5,391  
 
             Savings deposits             26,973       34,529               53,946       72,681  
 
             Time deposits             63,722       120,721               136,620       260,909  
 
             Deposits at foreign office             1,516       3,027               3,307       6,432  
 
             Short-term borrowings             11,825       38,526               24,708       72,795  
 
             Long-term borrowings             46,858       53,468               91,521       110,866  
   
 
                     Total interest expense             151,949       252,477               312,076       529,074  
   
 
             Net interest income             309,476       287,148               610,536       559,129  
 
             Provision for credit losses             28,000       24,000               52,000       42,500  
   
 
             Net interest income after provision
               for credit losses
            281,476       263,148               558,536       516,629  

Other income
             Mortgage banking revenues             23,281       25,029               51,193       50,689  
 
             Service charges on deposit accounts             40,811       36,313               80,336       68,847  
 
             Trust income             15,318       16,317               31,123       32,144  
 
             Brokerage services income             12,078       9,470               22,997       19,480  
 
             Trading account and foreign
               exchange gains
            386       1,566               1,429       2,368  
 
             Gain (loss) on sales of bank
               investment securities
            (170 )     1,550               1       1,629  
 
             Other revenues from operations             29,475       27,591               58,328       54,406  
   
 
                     Total other income             121,179       117,836               245,407       229,563  

Other expense
             Salaries and employee benefits             115,650       109,455               229,053       215,342  
 
             Equipment and net occupancy             25,727       27,727               52,931       55,885  
 
             Printing, postage and supplies             5,871       6,230               11,904       13,304  
 
             Amortization of goodwill                   15,762                     30,509  
 
             Amortization of core deposit
               and other intangible assets
            13,142       15,387               26,685       30,451  
 
             Other costs of operations             62,826       58,451               125,876       122,322  
   
 
                     Total other expense             223,216       233,012               446,449       467,813  
   
 
             Income before taxes             179,439       147,972               357,494       278,379  
 
             Income taxes             57,945       53,164               115,436       99,905  
   
 
             Net income           $ 121,494       94,808             $ 242,058       178,474  

 
             Net income per common share                                                
 
                   Basic           $ 1.31       .98             $ 2.60       1.85  
 
                   Diluted             1.26       .94               2.51       1.79  
 
             Cash dividends per common share         $ .25       .25           $ .50       .50  
 
             Average common shares outstanding                                                
 
                   Basic             92,608       97,125               92,934       96,281  
 
                   Diluted             96,188       100,722               96,339       99,668  

-4-


Table of Contents


M&T BANK CORPORATION AND SUBSIDIARIES

                         
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)                
            Six months ended June 30
In thousands           2002   2001

Cash flows from
             Net income   $ 242,058       178,474  
operating activities
             Adjustments to reconcile net income to net cash                
 
                 provided by operating activities                
 
                     Provision for credit losses     52,000       42,500  
 
                     Depreciation and amortization of premises                
 
                         and equipment     19,846       20,477  
 
                     Amortization of capitalized servicing rights     18,325       15,126  
 
                     Amortization of goodwill           30,509  
 
                     Amortization of core deposit and other intangible assets     26,685       30,451  
 
                     Provision for deferred income taxes     (12,366 )     (15,031 )
 
                     Asset write-downs     643       749  
 
                     Net (gain) loss on sales of assets     205       (866 )
 
                     Net change in accrued interest receivable, payable     (18,907 )     (6,814 )
 
                     Net change in other accrued income and expense     (21,578 )     (16,593 )
 
                     Net change in loans held for sale     360,364       (316,427 )
 
                     Net change in trading account assets and liabilities     (699 )     236  

 
                     Net cash provided (used) by operating activities     666,576       (37,209 )

Cash flows from
             Proceeds from sales of investment securities                
investing activities
                     Available for sale     15,186       274,014  
 
                     Other     5,528       18  
 
             Proceeds from maturities of investment securities                
 
                     Available for sale     357,732       430,211  
 
                     Held to maturity     56,090       33,694  
 
             Purchases of investment securities                
 
                     Available for sale     (289,078 )     (276,564 )
 
                     Held to maturity     (39,860 )     (34,561 )
 
                     Other     (27,472 )     (23,636 )
 
             Additions to capitalized servicing rights     (34,034 )     (17,790 )
 
             Net increase in loans and leases     (820,133 )     (752,754 )
 
             Capital expenditures, net     (5,739 )     (10,099 )
 
             Acquisitions, net of cash acquired:                
 
                     Banks and bank holding companies     (2,000 )     (56,247 )
 
             Other, net     14,272       (11,372 )

 
                     Net cash used by investing activities     (769,508 )     (445,086 )

Cash flows from
             Net increase (decrease) in deposits     280,474       (1,575,914 )
financing activities
             Net increase (decrease) in short-term borrowings     (801,502 )     1,863,300  
 
             Proceeds from long-term borrowings     800,792       450,450  
 
             Payments on long-term borrowings     (52,657 )     (165,210 )
 
             Purchases of treasury stock     (208,735 )     (82,299 )
 
             Dividends paid - common     (46,336 )     (48,432 )
 
             Other, net     32,565       16,345  

 
                     Net cash provided by financing activities     4,601       458,240  

 
             Net decrease in cash and cash equivalents   $ (98,331 )     (24,055 )
 
             Cash and cash equivalents at beginning of period     1,006,750       767,520  
 
             Cash and cash equivalents at end of period   $ 908,419       743,465  

Supplemental
             Interest received during the period   $ 924,315       1,109,019  
disclosure of cash
             Interest paid during the period     331,312       559,205  
flow information
             Income taxes paid during the period     136,435       73,286  

Supplemental schedule of
             Real estate acquired in settlement of loans   $ 11,944       7,459  
noncash investing and
             Acquisition of banks and bank holding companies:                
financing activities
                 Common stock issued           169,270  
 
                 Fair value of:                
 
                   Assets acquired (noncash)           1,674,360  
 
                   Liabilities assumed           1,461,449  
 
                   Stock options           6,646  

-5-


Table of Contents


M&T BANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)

                                                                     
                                                Accumulated                
                        Common   Additional           other                
        Preferred   Common   stock   paid-in   Retained   comprehensive   Treasury        
In thousands, except per share   stock   stock   issuable   capital   earnings   income, net   stock   Total

2001
                                                               
Balance — January 1, 2001
  $       46,622       4,077       914,575       1,735,643       (432 )         $ 2,700,485  
Comprehensive income:
                                                               
 
Net income
                            178,474                   178,474  
 
Other comprehensive income, net of tax:
                                                               
   
Unrealized gains on investment securities, net of reclassification adjustment
                                  10,849             10,849  
 
                                           
 
 
                                                            189,323  
Purchases of treasury stock
                                        (82,299 )     (82,299 )
Acquisition of Premier National Bancorp, Inc.:
                                                               
 
Common stock issued
          1,220             168,050                         169,270  
 
Fair value of stock options
                      6,646                         6,646  
Repayment of management stock ownership program receivable
                      112                         112  
Stock-based compensation plans:
                                                               
 
Exercise of stock options
          722             38,904                   9,159       48,785  
 
Directors’ stock plan
          2             231                         233  
 
Deferred compensation plans, net, including dividend equivalents
          4       2,323       338       (80 )                 2,585  
Common stock cash dividends - $.50 per share
                            (48,432 )                 (48,432 )

Balance — June 30, 2001
  $       48,570       6,400       1,128,856       1,865,605       10,417       (73,140 )   $ 2,986,708  

2002
                                                               
Balance — January 1, 2002
  $       48,570       6,162       1,096,340       2,017,700       22,819       (252,140 )   $ 2,939,451  
Comprehensive income:
                                                               
 
Net income
                            242,058                   242,058  
 
Other comprehensive income, net of tax:
                                                               
   
Unrealized gains on investment securities, net of reclassification adjustment
                                  12,619             12,619  
   
Unrealized losses on cash flow hedges, net of reclassification adjustment
                                  (84 )           (84 )
 
                                           
 
 
                                                            12,535  
Purchases of treasury stock
                                        (208,735 )     (208,735 )
Stock-based compensation plans:
                                                               
 
Exercise of stock options
                      (34,000 )                 71,101       37,101  
 
Directors’ stock plan
                      2                   475       477  
 
Deferred compensation plans, net, including dividend equivalents
                52       (248 )     (64 )           594       334  
Common stock cash dividends - $.50 per share
                            (46,336 )                 (46,336 )

Balance — June 30, 2002
  $       48,570       6,214       1,062,094       2,213,358       35,354       (388,705 )   $ 2,976,885  

 

CONSOLIDATED SUMMARY OF CHANGES IN ALLOWANCE FOR CREDIT LOSSES (Unaudited)

                     
        Six months ended June 30
In thousands   2002   2001

Beginning balance
  $ 425,008       374,703  
Provision for credit losses
    52,000       42,500  
Allowance obtained through acquisitions
          22,112  
Net charge-offs
       
 
Charge-offs
    (48,826 )     (41,538 )
 
Recoveries
    8,213       10,729  

   
Total net charge-offs
    (40,613 )     (30,809 )

Ending balance
  $ 436,395       408,506  

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Table of Contents

NOTES TO FINANCIAL STATEMENTS

1. Significant accounting policies

The consolidated financial statements of M&T Bank Corporation (“M&T”) and subsidiaries (“the Company”) were compiled in accordance with the accounting policies set forth in note 1 of Notes to Financial Statements included in the Company’s 2001 Annual Report, except as described below. In the opinion of management, all adjustments necessary for a fair presentation have been made and were all of a normal recurring nature.

2. Goodwill and other intangible assets

On January 1, 2002, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 142 revised the accounting for purchased intangible assets and, in general, requires that goodwill no longer be amortized, but rather that it be tested for impairment at the reporting unit level, which is either at the same level or one level below an operating segment. Other acquired intangible assets with finite lives, such as core deposit intangibles, are required to be amortized over their estimated useful economic lives.

As a result of the adoption of SFAS No. 142, the Company ceased amortization of goodwill associated with corporate acquisitions effective January 1, 2002. As prescribed by SFAS No. 142, the following is a reconciliation of reported net income and earnings per share and net income and earnings per share adjusted to exclude the impact of amortization of goodwill for the three months and six months ended June 30, 2001:

                   
      Three months ended   Six months ended
      June 30, 2001   June 30, 2001
     
 
      (in thousands, except per share)
Net income:
               
 
    As reported
  $ 94,808       178,474  
 
    Amortization of goodwill
    15,762       30,509  
 
 
   
     
 
      Adjusted net income
  $ 110,570       208,983  
 
 
   
     
 
Basic earnings per share:
               
 
    As reported
  $ .98       1.85  
 
    Amortization of goodwill
    .16       .32  
 
 
   
     
 
 
    Adjusted basic earnings per share
  $ 1.14       2.17  
 
 
   
     
 
Diluted earnings per share:
               
 
    As reported
  $ .94       1.79  
 
    Amortization of goodwill
    .16       .31  
 
 
   
     
 
 
   Adjusted diluted earnings per share
  $ 1.10       2.10  
 
 
   
     
 

In accordance with the provisions of SFAS No. 142, the Company continues to amortize core deposit and other intangible assets over the estimated remaining life of each respective asset. Amortizing intangible assets were comprised of the following:

                           
      Gross carrying   Accumulated   Net carrying
      amount   amortization   amount
     
 
 
              (in thousands)        
June 30, 2002
                       
 
Core deposit
  $ 249,960       121,976       127,984  
 
Other
    35,016       19,411       15,605  
 
 
   
     
     
 
 
Total
  $ 284,976       141,387       143,589  
 
 
   
     
     
 
December 31, 2001
                       
 
Core deposit
  $ 249,960       98,800       151,160  
 
Other
    35,016       15,903       19,113  
 
 
   
     
     
 
 
Total
  $ 284,976       114,703       170,273  
 
 
   
     
     
 

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Table of Contents

NOTES TO FINANCIAL STATEMENTS, CONTINUED

2. Goodwill and other intangible assets, continued

Amortization of core deposit and other intangible assets was generally computed using an accelerated method over original amortization periods of five to ten years. The weighted average original amortization period was approximately seven years. The remaining weighted average amortization period as of January 1, 2002 was approximately five years. Amortization expense for core deposit and other intangible assets was $13,142,000 and $15,387,000 for the three months ended June 30, 2002 and 2001, respectively, and $26,685,000 and $30,451,000 for the six months ended June 30, 2002 and 2001, respectively. Estimated amortization expense in 2002 and future years for intangible assets is as follows:

         
Year ending December 31:   (in thousands)
2002
  $ 51,483  
2003
    43,705  
2004
    33,919  
2005
    21,361  
2006
    13,449  
Later years
    6,356  
 
   
 
 
  $ 170,273  
 
   
 

Also in accordance with the provisions of SFAS No. 142, the Company completed a transitional goodwill impairment test as of January 1, 2002. For purposes of testing for impairment, the Company assigned all of its recorded goodwill to the reporting units originally intended to benefit from past business combinations. Goodwill was generally assigned based on the implied fair value of the acquired goodwill applicable to the benefited reporting units at the time of each respective acquisition. The implied fair value of the goodwill was determined as the difference between the incremental overall fair value of the reporting unit and the estimated fair value of the net assets assigned to the reporting unit as of each respective acquisition date. To test for goodwill impairment at January 1, 2002, the Company compared the fair value of each of its reporting units to their respective carrying amounts and certain other assets and liabilities assigned to the reporting unit, including goodwill and core deposit and other acquired intangible assets. The methodologies used to determine fair values of reporting units as of the acquisition dates and as of January 1, 2002 were similar. For the Company’s core customer relationship business reporting units, fair value was estimated as the present value of the expected future cash flows of the reporting unit. The Company’s non-relationship business reporting units were individually analyzed and fair value was largely determined by comparisons to market transactions for similar businesses. Based on the results of the transitional goodwill impairment test, the Company has concluded that the amount of recorded goodwill was not impaired as of January 1, 2002.

A summary of goodwill assigned to each of the Company’s reportable segments for purposes of testing for impairment was as follows:

         
    (in thousands)
Commercial Banking
  $ 236,012  
Commercial Real Estate
    114,883  
Discretionary Portfolio
     
Residential Mortgage Banking
     
Retail Banking
    627,564  
All Other
    119,094  
 
   
 
Total
  $ 1,097,553  
 
   
 

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Table of Contents

NOTES TO FINANCIAL STATEMENTS, CONTINUED

3. Earnings per share

The computations of basic earnings per share follow:

                                   
      Three months ended   Six months ended
      June 30   June 30
     
 
      2002   2001   2002   2001
     
 
 
 
            (in thousands, except per share)
Income available to common stockholders:
                               
 
Net income
  $ 121,494       94,808       242,058       178,474  
Weighted-average shares outstanding (including common stock issuable)
    92,608       97,125       92,934       96,281  
Basic earnings per share
  $ 1.31       .98       2.60       1.85  

The computations of diluted earnings per share follow:

                                 
    Three months ended   Six months ended
    June 30   June 30
   
 
    2002   2001   2002   2001
   
 
 
 
          (in thousands, except per share)
Income available to common stockholders
  $ 121,494       94,808       242,058       178,474  
Weighted-average shares outstanding
    92,608       97,125       92,934       96,281  
Plus: incremental shares from assumed conversion of stock options
    3,580       3,597       3,405       3,387  
 
   
     
     
     
 
Adjusted weighted-average shares outstanding
    96,188       100,722       96,339       99,668  
Diluted earnings per share
  $ 1.26       .94       2.51       1.79  

4. Comprehensive income

The following tables display the components of other comprehensive income:

                           
      Six months ended June 30, 2002
     
      Before-tax   Income        
      amount   taxes   Net
     
 
 
          (in thousands)        
Unrealized gains on investment securities:
                       
 
Unrealized holding gains during period
  $ 19,475       (6,862 )     12,613  
 
Less: reclassification adjustment for gains realized in net income
    1       (7 )     (6 )
 
 
   
     
     
 
 
    19,474       (6,855 )     12,619  
Unrealized losses on cash flow hedges
    (131 )     47       (84 )
 
 
   
     
     
 
 
Net unrealized gains
  $ 19,343       (6,808 )     12,535  
 
 
   
     
     
 

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Table of Contents

NOTES TO FINANCIAL STATEMENTS, CONTINUED

4. Comprehensive income, continued

                           
      Six months ended June 30, 2001
     
      Before-tax   Income        
      amount   taxes   Net
     
 
 
            (in thousands)        
Unrealized gains on investment securities:
                       
    Unrealized holding gains during period
  $ 19,480       (7,640 )     11,840  
    Less: reclassification adjustment for gains
    realized in net income
    1,629       (638 )     991  
 
 
   
     
     
 
Net unrealized gains
  $ 17,851       (7,002 )     10,849  
 
 
   
     
     
 

Accumulated other comprehensive income, net consisted of unrealized gains (losses) as follows:

                         
    Investment   Cash flow        
    securities   hedges   Total
   
 
 
        (in thousands)        
Balance — January 1, 2002
  $ 23,117       (298 )     22,819  
Net gain (loss) during period
    12,619       (84 )     12,535  
 
   
     
     
 
Balance — June 30, 2002
  $ 35,736       (382 )     35,354  
 
   
     
     
 
Balance — January 1, 2001
  $ (432 )           (432 )
Net gain during period
    10,849             10,849  
 
   
     
     
 
Balance — June 30, 2001
  $ 10,417             10,417  
 
   
     
     
 

5. Borrowings

In 1997, M&T Capital Trust I (“Trust I”), M&T Capital Trust II (“Trust II”), and M&T Capital Trust III (“Trust III” and, together with Trust I and Trust II, the “Trusts”) issued $310 million of preferred capital securities. Including the unamortized portion of a purchase accounting adjustment to reflect estimated fair value at the April 1, 1998 acquisition of the common securities of Trust III, the preferred capital securities had a financial statement carrying value of approximately $318 million at June 30, 2002 and December 31, 2001.

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Table of Contents

NOTES TO FINANCIAL STATEMENTS, CONTINUED

5. Borrowings, continued

Other than the following payment terms (and the redemption terms described below), the preferred capital securities issued by the Trusts (“Capital Securities”) are identical in all material respects:

                 
    Distribution   Distribution
Trust   Rate   Dates

 
 
Trust I
    8.234 %   February 1 and August 1
Trust II
    8.277 %   June 1 and December 1   
Trust III
    9.25 %   February 1 and August 1

The common securities of Trust I and Trust II are wholly owned by M&T and the common securities of Trust III are wholly owned by Olympia Financial Corp. (“Olympia”), a wholly owned subsidiary of M&T. The common securities of each Trust (“Common Securities”) are the only class of each Trust’s securities possessing general voting powers. The Capital Securities represent preferred undivided interests in the assets of the corresponding Trust and are classified in the Company’s consolidated balance sheet as long-term borrowings, with accumulated distributions on such securities included in interest expense. Under the Federal Reserve Board’s current risk-based capital guidelines, the Capital Securities are includable in the Company’s Tier 1 capital.

The proceeds from the issuances of the Capital Securities and Common Securities were used by the Trusts to purchase the following amounts of junior subordinated deferrable interest debentures (“Junior Subordinated Debentures”) of M&T in the case of Trust I and Trust II and Olympia in the case of Trust III:

                         
    Capital   Common   Junior Subordinated
Trust   Securities   Securities   Debentures

 
 
 
Trust I
  $150 million   $4.64 million   $154.64 million aggregate
 
                  liquidation amount of 8.234%
 
                  Junior Subordinated Debentures
 
                  due February 1, 2027.
 
Trust II
  $100 million   $3.09 million   $103.09 million aggregate
 
                  liquidation amount of 8.277%
 
                  Junior Subordinated Debentures
 
                  due June 1, 2027.
 
Trust III
  $60 million   $1.856 million   $61.856 million aggregate
 
                  liquidation amount of 9.25%
 
                  Junior Subordinated Debentures
 
                  due February 1, 2027.

The Junior Subordinated Debentures represent the sole assets of each Trust and payments under the Junior Subordinated Debentures are the sole source of cash flow for each Trust.

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Table of Contents

NOTES TO FINANCIAL STATEMENTS, CONTINUED

5. Borrowings, continued

Holders of the Capital Securities receive preferential cumulative cash distributions semi-annually on each distribution date at the stated distribution rate unless M&T, in the case of Trust I and Trust II, or Olympia, in the case of Trust III, exercises the right to extend the payment of interest on the Junior Subordinated Debentures for up to ten semi-annual periods, in which case payment of distributions on the respective Capital Securities will be deferred for a comparable period. During an extended interest period, M&T and/or Olympia may not pay dividends or distributions on, or repurchase, redeem or acquire any shares of the respective company’s capital stock. The agreements governing the Capital Securities, in the aggregate, provide a full, irrevocable and unconditional guarantee by M&T in the case of Trust I and Trust II and Olympia in the case of Trust III of the payment of distributions on, the redemption of, and any liquidation distribution with respect to the Capital Securities. The obligations under such guarantee and the Capital Securities are subordinate and junior in right of payment to all senior indebtedness of M&T and Olympia.

The Capital Securities are mandatorily redeemable in whole, but not in part, upon repayment at the stated maturity dates of the Junior Subordinated Debentures or the earlier redemption of the Junior Subordinated Debentures in whole upon the occurrence of one or more events (“Events”) set forth in the indentures relating to the Capital Securities, and in whole or in part at any time after the stated optional redemption dates (February 1, 2007 in the case of Trust I and Trust III, and June 1, 2007 in the case of Trust II) contemporaneously with the Company’s optional redemption of the related Junior Subordinated Debentures in whole or in part. The Junior Subordinated Debentures are redeemable prior to their stated maturity dates at M&T’s option in the case of Trust I and Trust II and at Olympia’s option in the case of Trust III (i) on or after the stated optional redemption dates, in whole at any time or in part from time to time, or (ii) in whole, but not in part, at any time within 90 days following the occurrence and during the continuation of one or more of the Events, in each case subject to possible regulatory approval. The redemption price of the Capital Securities upon their early redemption will be expressed as a percentage of the liquidation amount plus accumulated but unpaid distributions. In the case of Trust I, such percentage adjusts annually and ranges from 104.117% at February 1, 2007 to 100.412% for the annual period ending January 31, 2017, after which the percentage is 100%, subject to a make-whole amount if the early redemption occurs prior to February 1, 2007. In the case of Trust II, such percentage adjusts annually and ranges from 104.139% at June 1, 2007 to 100.414% for the annual period ending May 31, 2017, after which the percentage is 100%, subject to a make-whole amount if the early redemption occurs prior to June 1, 2007. In the case of Trust III, such percentage adjusts annually and ranges from 104.625% at February 1, 2007 to 100.463% for the annual period ending January 31, 2017, after which the percentage is 100%, subject to a make-whole amount if the early redemption occurs prior to February 1, 2007.

6. Segment information

Reportable segments have been determined based upon the Company’s internal profitability reporting system, which is organized by strategic business units. Certain strategic business units have been combined for segment information reporting purposes where the nature of the products and services, the type of customer and the distribution of those products and services are similar. The reportable segments are Commercial Banking, Commercial Real Estate, Discretionary Portfolio, Residential Mortgage Banking and Retail Banking.

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Table of Contents

NOTES TO FINANCIAL STATEMENTS, CONTINUED

6. Segment information, continued

The financial information of the Company’s segments was compiled utilizing the accounting policies described in note 19 to the Company’s consolidated financial statements as of and for the year ended December 31, 2001. 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 generally accepted accounting principles. As a result, the financial information of the reported segments is not necessarily comparable with similar information reported by other financial institutions. Information about the Company’s segments is presented in the following tables.

                                                 
                    Three months ended June 30                
   
                                 
            2002                   2001        
   
 
       
            Inter-   Net           Inter-   Net
    Total   segment   income   Total   segment   income
    revenues(a)   revenues   (loss)   revenues(a)   revenues   (loss)
   
 
 
 
 
 
                    (in thousands)                
Commercial Banking (b)
  $ 67,959       171       23,915       68,292       129       28,051  
Commercial Real Estate (b)
    45,562       342       23,531       42,006       229       21,655  
Discretionary Portfolio
    21,290       1,286       13,274       23,803       958       13,716  
Residential Mortgage Banking
    53,630       10,681       7,710       51,668       13,040       10,697  
Retail Banking
    195,965       4,229       42,750       206,104       3,092       52,587  
All Other
    46,249       (16,709 )     10,314       13,111       (17,448 )     (31,898 )
 
   
     
     
     
     
     
 
Total
  $ 430,655             121,494       404,984             94,808  
 
   
     
     
     
     
     
 

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Table of Contents

NOTES TO FINANCIAL STATEMENTS, CONTINUED

6. Segment information, continued

                                                 
                    Six months ended June 30                
   
                               
            2002                   2001        
   
 
       
            Inter-   Net           Inter-   Net
    Total   segment   income   Total   segment   income
    revenues(a)   revenues   (loss)   revenues(a)   revenues   (loss)
   
 
 
 
 
 
                    (in thousands)                
Commercial Banking (b)
  $ 133,198       295       53,642       136,815       316       56,346  
Commercial Real Estate (b)
    89,180       608       46,178       81,927       423       42,199  
Discretionary Portfolio
    44,806       2,402       27,828       42,249       2,025       24,766  
Residential Mortgage Banking
    115,127       22,129       21,539       95,644       22,048       19,659  
Retail Banking
    386,422       7,838       83,384       407,417       5,950       105,251  
All Other
    87,210       (33,272 )     9,487       24,640       (30,762 )     (69,747 )
 
   
     
     
     
     
     
 
Total
  $ 855,943             242,058       788,692             178,474  
 
   
     
     
     
     
     
 

                         
          Average total assets
   
    Six months ended  
    June 30   Year ended
   

  December 31
    2002   2001   2001
   
 
 
            (in millions)        
Commercial Banking (b)
  $ 6,177       6,357       6,317  
Commercial Real Estate (b)
    6,139       5,898       5,961  
Discretionary Portfolio
    7,042       7,438       7,359  
Residential Mortgage Banking
    1,544       1,204       1,361  
Retail Banking
    8,730       7,654       8,015  
All Other
    1,667       1,899       1,813  
 
   
     
     
 
Total
  $ 31,299       30,450       30,826  
 
   
     
     
 
     
(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 owned by a segment and a funding charge (credit) based on the Company’s internal funds transfer pricing 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 $3,621,000 and $4,799,000 for the three-month periods ended June 30, 2002 and 2001, respectively, and $7,220,000 and $9,186,000 for the six-month periods ended June 30, 2002 and 2001, respectively, and is eliminated in “All Other” total revenues. Intersegment revenues are included in total revenues of the reportable segments. The elimination of intersegment revenues is included in the determination of “All Other” total revenues.

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Table of Contents

NOTES TO FINANCIAL STATEMENTS, CONTINUED

6. Segment information, continued

     
(b)   During the second quarter of 2002, a strategic business unit which had previously been included in the Commercial Banking segment was moved to the Commercial Real Estate segment for internal profitability reporting purposes. As a result, approximately $270 million of loans were transferred from the Commercial Banking segment to the Commercial Real Estate segment. Reflecting this change, total revenues and net income decreased in the Commercial Banking segment and increased in the Commercial Real Estate segment from the amounts previously reported by approximately $2 million and $1 million, respectively, in each of the quarters since January 1, 2001. Prior period information has been reclassified to conform to current period presentation.

7. Acquisition

On February 9, 2001, M&T completed the merger of Premier National Bancorp, Inc. (“Premier”), a bank holding company headquartered in Lagrangeville, New York, with and into Olympia. Following the merger, Premier National Bank, Premier’s bank subsidiary, was merged into Manufacturers and Traders Trust Company (“M&T Bank”), M&T’s principal bank subsidiary. Premier National Bank operated 34 banking offices in the mid-Hudson Valley region of New York State. After application of the election, allocation, and proration procedures contained in the merger agreement with Premier, M&T paid $171 million in cash and issued 2,440,812 shares of M&T common stock in exchange for the Premier shares outstanding at the time of acquisition. In addition, based on the merger agreement and the exchange ratio provided therein, M&T converted outstanding and unexercised stock options granted by Premier into options to purchase 224,734 shares of M&T common stock. The purchase price was approximately $347 million based on the cash paid to Premier shareholders, the fair value of M&T common stock exchanged, and the estimated fair value of Premier stock options converted into M&T stock options.

Acquired assets, loans and deposits of Premier on February 9, 2001 totaled approximately $1.8 billion, $1.0 billion and $1.4 billion, respectively. The transaction has been accounted for using the purchase method of accounting and, accordingly, operations acquired from Premier have been included in the Company’s financial results since the acquisition date. In connection with the acquisition, the Company recorded approximately $178 million of goodwill and $32 million of core deposit intangible. The core deposit intangible is being amortized over seven years using an accelerated method. Through December 31, 2001, the goodwill was being amortized over twenty years using the straight-line method.

The Company incurred expenses related to systems conversions and other costs of integrating and conforming acquired operations with and into the Company of approximately $8 million ($5 million net of applicable income taxes) during the three-month period ended March 31, 2001. There were no similar expenses incurred during the three-month periods ended June 30, 2002 and 2001 and the six-month period ended June 30, 2002.

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Table of Contents

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

Overview

M&T Bank Corporation (“M&T”) reported net income in the second quarter of 2002 of $121 million or $1.26 of diluted earnings per common share, increases of 28% and 34%, respectively, from the second quarter of 2001 when net income was $95 million or $.94 of diluted earnings per common share. Net income was $121 million or $1.25 of diluted earnings per common share in the first quarter of 2002. Basic earnings per common share rose 34% to $1.31 in the recent quarter from $.98 in the year-earlier quarter and 2% from $1.29 earned in the initial 2002 quarter.

     For the six months ended June 30, 2002, net income was $242 million or $2.51 per diluted share, up 36% and 40%, respectively, from $178 million or $1.79 per diluted share during the first half of 2001. Basic earnings per share rose to $2.60 in the first six months of 2002 from $1.85 in the comparable 2001 period. The after-tax impact of nonrecurring merger-related expenses associated with M&T’s merger and acquisition activity lowered net income during the first six months of 2001 by approximately $5 million and diluted and basic earnings per share by $.05. There were no similar expenses during the first six months of 2002.

     The annualized rate of return on average total assets for M&T and its consolidated subsidiaries (“the Company”) in the second quarter of 2002 was 1.56%, equal to 2002’s initial quarter, but up from 1.23% in the year-earlier quarter. The annualized rate of return on average common stockholders’ equity was 16.49% in the recent quarter, compared with 12.61% in the second quarter of 2001 and 16.63% in the first quarter of 2002. During the first half of 2002, the annualized rates of return on average assets and average common stockholders’ equity were 1.56% and 16.56%, respectively, compared with 1.18% and 12.24%, respectively, in the corresponding 2001 period. Excluding the impact of merger-related expenses, the annualized returns on average assets and average common equity were 1.21% and 12.57%, respectively, during the first six months of 2001.

     On January 1, 2002, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 142 revised accounting standards for purchased intangible assets, but not the accounting for internally developed intangible assets. SFAS No. 142, as amended, requires that most goodwill not be amortized, but rather that it be tested for impairment. Other acquired intangible assets with finite lives, such as core deposit intangible assets, are required to be amortized over their useful economic lives.

     In accordance with SFAS No. 142, effective January 1, 2002 the Company ceased amortization of goodwill associated with corporate acquisitions. Amortization of such goodwill during the second quarter and first six months of 2001, none of which was tax deductible, was $16 million ($.16 per diluted share) and $31 million ($.31 per diluted share), respectively. Amortization expense related to core deposit and other intangible assets was $9 million (after-tax), or $.09 per diluted share, during the second quarter of 2002 and 2001, and in the initial 2002 quarter. Similar amortization charges for the first six months of 2002 and 2001 were $17 million ($27 million before tax effect), or $.18 per diluted share and $18 million ($30 million before tax effect), or $.18 per diluted share, respectively. Pro forma net income and diluted earnings per share for last year’s second quarter, computed as if SFAS No. 142 had been effective in 2001, were $111 million and $1.10, respectively. Pro forma annualized returns on average assets and average common stockholders’ equity for the second quarter of 2001 were 1.43% and 14.71%, respectively, after excluding the impact of goodwill amortization. Pro forma net income and diluted earnings per share for the first half of 2001, calculated on the same basis as noted above, were $209 million and $2.10, respectively, while pro forma annualized returns on average assets and

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average common stockholders’ equity in that period were 1.38% and 14.33%, respectively.

     In accordance with SFAS No. 142, for purposes of testing for impairment of goodwill the Company assigned all of its recorded goodwill to the reporting units originally intended to benefit from past business combinations and completed a transitional goodwill impairment test as of January 1, 2002. The Company has determined that, pursuant to the provisions of SFAS No. 142, impairment of goodwill was not permitted or required as of January 1, 2002. At June 30, 2002, June 30, 2001 and December 31, 2001, the Company had goodwill of $1.1 billion recorded as assets. Core deposit and other intangible assets at June 30, 2002 totaled $144 million, compared with $200 million a year earlier and $170 million at December 31, 2001.

     On February 9, 2001, M&T acquired Premier National Bancorp, Inc. (“Premier”), a bank holding company headquartered in Lagrangeville, New York. Premier National Bank, Premier’s bank subsidiary, was merged into Manufacturers and Traders Trust Company (“M&T Bank”), M&T’s principal bank subsidiary, on that date. Premier National Bank operated 34 banking offices in the mid-Hudson Valley region of New York State. As of the merger date, assets acquired totaled approximately $1.8 billion, including approximately $1.0 billion of loans and leases, and liabilities assumed were approximately $1.5 billion, including approximately $1.4 billion of deposits. The acquisition was accounted for using the purchase method of accounting and, accordingly, the operations acquired from Premier have been included in M&T’s financial results subsequent to the acquisition date. Premier’s stockholders received $171 million in cash and 2,440,812 shares of M&T common stock in exchange for the Premier shares outstanding at the time of the acquisition. In connection with the acquisition, the Company recorded approximately $178 million of goodwill and $32 million of core deposit intangible. During the first quarter of 2001, the Company incurred nonrecurring expenses related to systems conversions and other costs of integrating and conforming acquired operations with and into the operations of M&T Bank totaling approximately $8 million ($5 million after-tax). There were no similar expenses incurred during 2001’s second quarter, or during 2002.

Cash Operating Results

As a result of accounting for substantially all of its business combinations using the purchase method of accounting, the Company had recorded intangible assets consisting of goodwill and core deposit and other intangible assets totaling $1.2 billion at June 30, 2002 and $1.3 billion at June 30 and December 31, 2001. Since the amortization of these intangible assets does not result in a cash expense, M&T believes that supplemental reporting of its operating results on a “cash” or “tangible” basis (which excludes the after-tax effect of amortization of goodwill and core deposit and other intangible assets and the related asset balances) represents a relevant measure of financial performance. The supplemental cash basis data presented herein do not exclude the effect of other non-cash operating expenses such as depreciation, provision for credit losses, or deferred income taxes associated with the results of operations. Unless noted otherwise, cash basis data do, however, exclude the after-tax impact of nonrecurring merger-related expenses associated with acquisitions.

     Cash net income was $130 million in the second quarter of 2002, up 8% from $120 million in the comparable quarter of 2001. Diluted cash earnings per share for the recent quarter were $1.35, an increase of 13% from $1.19 in the year-earlier quarter. Cash net income and diluted cash earnings per share were $129 million and $1.34, respectively, in the initial 2002 quarter. For the first six months of 2002, cash net income and diluted cash earnings per share were $259 million and $2.69, respectively, up 12% and 15%, respectively, from $232 million and $2.33 in the corresponding 2001 period.

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     The annualized cash return on average tangible assets was 1.73% in the recent quarter, compared with 1.62% in the second quarter of 2001 and 1.75% in the initial quarter of 2002. Cash return on average tangible common equity was an annualized 29.69% in the second quarter of 2002, compared with 27.99% in the year-earlier quarter and 30.38% in the first quarter of 2002. For the first half of 2002, the annualized cash return on average tangible assets and average tangible common stockholders’ equity was 1.74% and 29.98%, respectively, compared with 1.61% and 27.96%, respectively, in the corresponding 2001 period. Including the effect of merger-related expenses, the annualized cash returns on average tangible assets and average tangible common stockholders’ equity for the first half of 2001 were 1.57% and 27.38%, respectively.

     A summary of net income and diluted earnings per share, pro forma net income and pro forma diluted earnings per share (computed as if SFAS No. 142 had been effective in 2001) and cash net income and diluted cash earnings per share follows:

                                 
    Three months ended   Six months ended
    June 30   June 30
   
 
    2002   2001   2002   2001
   
 
 
 
    (in thousands, except per share)
Net income
  $ 121,494       94,808       242,058       178,474  
Amortization of goodwill(1)
          15,762             30,509  
 
   
     
     
     
 
Pro forma net income
    121,494       110,570       242,058       208,983  
Amortization of core deposit and other intangible assets(1)
    8,533       9,329       17,326       18,463  
Nonrecurring merger-related expenses(1)
                      4,844  
 
   
     
     
     
 
Cash net income
  $ 130,027       119,899       259,384       232,290  
 
   
     
     
     
 
Diluted earnings per share
  $ 1.26       .94       2.51       1.79  
Amortization of goodwill(1)
          .16             .31  
 
   
     
     
     
 
Pro forma diluted earnings per share
    1.26       1.10       2.51       2.10  
Amortization of core deposit and other intangible assets(1)
    .09       .09       .18       .18  
Nonrecurring merger-related expenses(1)
                      .05  
 
   
     
     
     
 
Diluted cash earnings per share
  $ 1.35       1.19       2.69       2.33  
 
   
     
     
     
 

(1) After any related tax effect

Taxable-equivalent Net Interest Income

Taxable-equivalent net interest income increased 7% to $313 million in the second quarter of 2002 from $292 million in the year-earlier quarter. Higher average loan balances outstanding and a widening of the Company’s net interest margin, or taxable-equivalent net interest income expressed as an annualized percentage of average earning assets, contributed to the improvement in net interest income. Average loans and leases rose $754 million, or 3%, to $25.2 billion in the second quarter of 2002 from $24.5 billion in the year-earlier quarter. Average balances of consumer loans, predominantly automobile loans and home equity lines of credit, rose $1.2 billion from the second quarter of 2001 to the recent quarter, while the average balance of commercial loans and leases decreased $313 million, due in part to the weakened economic conditions in the Company’s core markets, and residential real estate loans decreased $362 million, largely the result of customer repayments of loans. Taxable-equivalent net interest income was $305 million in the first quarter of 2002 when average loans and leases were $25.1 billion. The accompanying table summarizes quarterly changes in the major components of the loan and lease portfolio.

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AVERAGE LOANS AND LEASES
(net of unearned discount)
Dollars in millions

                               
                  Percent increase
                  (decrease) from
                 
          2nd Qtr.   2nd Qtr.   1st Qtr.
          2002   2001   2002
         
 
 
Commercial, financial, etc.
  $ 5,070       (6 )%     %
Real estate — commercial
    9,432       2       1  
Real estate — consumer
    4,901       (7 )     (6 )
Consumer
                       
 
Automobile
    2,689       31       7  
 
Home equity
    1,734       42       10  
 
Other
    1,388       6       3  
 
   
     
     
 
   
Total consumer
    5,811       27       7  
 
   
     
     
 
     
Total
  $ 25,214       3 %     %
 
   
     
     
 

     For the first half of 2002, taxable-equivalent net interest income was $618 million, up 9% from $568 million in the corresponding 2001 period. An increase in average loans and leases of $1.2 billion was the leading factor contributing to this improvement.

     Investment securities averaged $2.9 billion in the recent quarter, little changed from the initial quarter of 2002, but down from $3.5 billion in the second quarter of 2001. The investment securities portfolio is largely comprised of residential mortgage-backed securities and collateralized mortgage obligations, commercial real estate mortgage-backed securities, and shorter-term U.S. Treasury notes. The Company has also invested in debt securities issued by municipalities and debt and preferred equity securities issued by government-sponsored agencies and certain financial institutions. When purchasing investment securities, the Company considers its overall interest-rate risk profile as well as the adequacy of expected returns relative to risks assumed, including prepayments. In managing its investment securities portfolio, the Company occasionally sells investment securities as a result of changes in interest rates and spreads, actual or anticipated prepayments, or credit risk associated with a particular security, or following completion of a business combination.

     Money-market assets, which are comprised of interest-earning deposits at banks, interest-earning trading account assets, Federal funds sold and agreements to resell securities, averaged $273 million in 2002’s second quarter, compared with $31 million in the year-earlier quarter and $262 million in the first quarter of 2002. The size of the investment securities and money-market assets portfolios are influenced by such factors as demand for loans, which generally yield more than investment securities and money-market assets, ongoing repayments, the levels of deposits, and management of balance sheet size and resulting capital ratios.

     As a result of the changes described herein, average earning assets increased 1% to $28.4 billion in the recent quarter from $28.0 billion in the second quarter of 2001. Average earning assets were $28.3 billion in the first quarter of 2002 and aggregated $28.3 billion and $27.5 billion for the six months ended June 30, 2002 and 2001, respectively.

     Core deposits are the most significant source of funding to the Company and are comprised of noninterest-bearing deposits, interest-bearing transaction accounts, nonbrokered savings deposits and nonbrokered domestic time deposits under $100,000. The Company’s branch network is the principal source of core deposits, which generally carry lower interest rates than wholesale funds of comparable maturities. Core deposits include certificates of deposit under $100,000 generated on a nationwide basis by M&T Bank, National Association (“M&T Bank, N.A.”), a wholly owned subsidiary of M&T. Average core deposits were $17.6 billion in the second quarter of 2002, compared with $17.7 billion in the second quarter of 2001 and $17.4 billion in the

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initial 2002 quarter. The Company has experienced a shift in the composition of core deposits throughout 2001 and the first half of 2002, largely as a result of the lower interest rate environment. Reflecting a change in customer savings trends, average core savings deposits rose to $8.8 billion in the second quarter of 2002 from $7.3 billion in the comparable 2001 quarter and $8.4 billion in the initial 2002 quarter. In contrast, average time deposits less than $100,000 decreased to $4.5 billion in the recently completed quarter from $6.5 billion a year earlier and $4.8 billion in the first quarter of 2002. The accompanying table provides an analysis of quarterly changes in the components of average core deposits. For the six months ended June 30, 2002 and 2001, core deposits averaged $17.5 billion and $17.6 billion, respectively.

AVERAGE CORE DEPOSITS
Dollars in millions

                           
              Percent increase
              (decrease) from
             
      2nd Qtr.   2nd Qtr.   1st Qtr.
      2002   2001   2002
     
 
 
NOW accounts
  $ 757       7 %     3 %
Savings deposits
    8,764       20       4  
Time deposits less than $100,000
    4,509       (30 )     (7 )
Noninterest-bearing deposits
    3,585       10       4  
 
   
     
     
 
 
Total
  $ 17,615       (1 )%     1 %
 
   
     
     
 

     The Company also obtains funding through domestic time deposits of $100,000 or more, deposits originated through M&T Bank’s offshore branch office, and brokered deposits. Brokered time deposits, which have been used as an alternative to short-term borrowings to lengthen the average maturity of interest-bearing liabilities, averaged $1.9 billion in the second and first quarters of 2002, compared with $463 million in the second quarter of 2001. At June 30, 2002, brokered time deposits totaled $2.0 billion and had a weighted average remaining term to maturity of .5 years. Certain of the brokered time deposits have provisions that allow early redemption. In connection with the Company’s management of interest rate risk, interest rate swaps have been entered into under which the Company receives a fixed rate of interest and pays a variable rate and that have notional amounts and terms substantially similar to the amounts and terms of $617 million of brokered time deposits. The Company also had brokered money-market deposit accounts which averaged $58 million and $60 million during the second and first quarters of 2002, respectively. Additional amounts of brokered deposits may be solicited in the future depending on market conditions and the cost of funds available from alternative sources at the time.

     In addition to deposits, the Company uses borrowings from banks, securities dealers, the Federal Home Loan Bank of New York and the Federal Home Loan Bank of Pittsburgh (together, the “FHLB”), and others as sources of funding. Short-term borrowings averaged $2.7 billion in the recent quarter, compared with $3.5 billion in the year-earlier quarter and $3.0 billion in the first quarter of 2002. Amounts borrowed from the FHLB and included in short-term borrowings averaged $964 million in the second quarter of 2002, $780 million in the second quarter of 2001 and $949 million in the first quarter of 2002. The remaining short-term borrowings were predominantly comprised of unsecured federal funds borrowings which generally mature daily. Long-term borrowings averaged $4.1 billion in the second quarter of 2002, compared with $3.5 billion and $3.7 billion in the second quarter of 2001 and the first quarter of 2002, respectively. Included in average long-term borrowings were amounts borrowed from the FHLB totaling $3.0 billion in the second quarter of 2002, compared with $2.3 billion and $2.6 billion in the second quarter of 2001 and the first quarter of 2002, respectively. Also included in average long-term borrowings were subordinated capital notes of $674 million and trust preferred securities with a carrying value of $318 million. Information regarding the trust preferred securities is provided in note 5 of Notes to Financial Statements.

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     In addition to changes in the composition of the Company’s earning assets and interest-bearing liabilities, changes in interest rates and spreads can impact net interest income. Throughout 2001, the Federal Reserve took numerous actions to lower the level of interest rates by reducing its benchmark overnight federal funds target rate by 475 basis points (hundredths of one percent). In general, such actions resulted in a greater and more rapid decline in short-term rates as compared with the decline in longer-term rates. The decline in short-term interest rates and the general steepening of the yield curve had a positive effect on the Company’s net interest spread, or the difference between the taxable-equivalent yield on earning assets and the rate paid on interest-bearing liabilities, in 2001 and the first half of 2002. The yield on the Company’s earning assets during the recent quarter was 6.57%, down 123 basis points from 7.80% in the second quarter of 2001, while the rate paid on interest-bearing liabilities decreased 166 basis points to 2.50% from 4.16% in the second quarter of 2001. The impact of the more rapid repricing of interest-bearing liabilities than earning assets combined with the magnitude of the interest rate reductions contributed to a 43 basis point increase in the net interest spread, from 3.64% in the second quarter of 2001 to 4.07% in 2002’s second quarter. In the first quarter of 2002, the net interest spread was 4.02%, the yield on earning assets was 6.67% and the rate paid on interest-bearing liabilities was 2.65%. For the first half of 2002, the net interest spread was 4.05%, an increase of 45 basis points from 3.60% in the corresponding 2001 period. The yield on earning assets and the rate paid on interest-bearing liabilities was 6.62% and 2.57%, respectively, in the first half of 2002, compared with 8.06% and 4.46%, respectively, in the year-earlier period.

     Net interest-free funds consist largely of noninterest-bearing demand deposits and stockholders’ equity, partially offset by bank owned life insurance and non-earning assets, including goodwill and core deposit and other intangible assets. Average net interest-free funds totaled $4.0 billion in the second quarter of 2002, up from $3.6 billion a year earlier and $3.8 billion in the initial 2002 quarter. During the first half of 2002 and 2001, average net interest-free funds were $3.9 billion and $3.6 billion, respectively. Goodwill and core deposit and other intangible assets averaged $1.2 billion and $1.4 billion during the second quarter of 2002 and 2001, respectively, and $1.3 billion during the initial 2002 quarter. The cash surrender value of bank owned life insurance averaged $600 million and $569 million in the second quarter of 2002 and 2001, respectively, and $592 million in the first quarter of 2002. Tax-exempt income earned from increases in the cash surrender value of bank owned life insurance is not included in interest income, but rather is recorded in “other revenues from operations.”

     The contribution of net interest-free funds to net interest margin, or taxable-equivalent net interest income expressed as an annualized percentage of average earning assets, was .36% in the second quarter of 2002, compared with .54% in the corresponding 2001 quarter and .35% in the first quarter of 2002. The lower contribution to net interest margin of net interest-free funds in the first two quarters of 2002 resulted primarily from the impact of lower interest rates on interest-bearing liabilities used to value such contribution. For the first six months of the year, the contribution of net interest-free funds to net interest margin was .35% in 2002 and .57% in 2001.

     Reflecting the changes described herein, the Company’s net interest margin was 4.43% in 2002’s second quarter, 25 basis points higher than 4.18% in the second quarter of 2001 and up 6 basis points from 4.37% in the initial 2002 quarter. During the first six months of 2002 and 2001, the net interest margin was 4.40% and 4.17%, respectively.

     In managing interest rate risk, the Company utilizes interest rate swap agreements to modify the repricing characteristics of certain portions of its portfolios of earning assets and interest-bearing liabilities. Periodic settlement amounts arising from these agreements are generally reflected in either the yields earned on assets or, as appropriate, the rates paid on

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interest-bearing liabilities. The notional amount of interest rate swap agreements entered into for interest rate risk management purposes as of June 30, 2002 and 2001 was $869 million and $456 million, respectively, $516 million as of March 31, 2002 and $576 million as of December 31, 2001. Under the terms of $752 million of interest rate swap agreements in effect at June 30, 2002, the Company receives payments based on the outstanding notional amount of the swaps at fixed rates of interest and makes payments at variable rates. Under the terms of the remaining $117 million of swap agreements, the Company pays a fixed rate of interest and receives a variable rate.

     As of June 30, 2002, $769 million of the Company’s interest rate swap agreements entered into for risk management purposes had been designated as fair value hedges and $100 million had been designated as cash flow hedges. In a fair value hedge, the fair value of the derivative (the interest rate swap agreement) and changes in the fair value of the hedged item are recorded in the Company’s consolidated balance sheet with the corresponding gain or loss recognized in current earnings. The difference between changes in the fair value of the interest rate swap agreements and the hedged items represents hedge ineffectiveness and is recorded in “other revenues from operations” in the Company’s consolidated statement of income. In a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings. The ineffective portion of the gain or loss is reported in “other revenues from operations” immediately. The amount of hedge ineffectiveness of both fair value and cash flow hedges recognized in 2002 and 2001 was not material to the Company’s results of operations. The estimated fair value of interest rate swap agreements designated as fair value hedges was a gain of approximately $6 million at June 30, 2002, compared with gains of $4 million and $5 million at June 30 and December 31, 2001, respectively. The fair values of such swap agreements were substantially offset by unrealized losses on the fair values of the hedged items. The estimated fair value of the interest rate swap agreements designated as cash flow hedges was a loss of approximately $592 thousand at June 30, 2002. Net of applicable income taxes, such loss was approximately $382 thousand and has been included in “accumulated other comprehensive income, net” in the Company’s consolidated balance sheet. The estimated fair value of the interest rate swap agreement designated as a cash flow hedge at December 31, 2001 was a loss of $461 thousand ($298 thousand after taxes). None of the Company’s interest rate swap agreements at June 30, 2001 were designated as cash flow hedges. The changes in the fair values of the interest rate swap agreements and the hedged items resulted from the effects of changing interest rates.

     The weighted average rates to be received and paid under interest rate swap agreements currently in effect were 3.00% and 2.09%, respectively, at June 30, 2002. The average notional amounts of interest rate swaps and the related effect on net interest income and margin are presented in the accompanying table.

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INTEREST RATE SWAPS
Dollars in thousands

                                     
        Three months ended June 30
       
        2002   2001
       
 
        Amount   Rate*   Amount   Rate *
       
 
 
 
Increase (decrease) in:
                               
 
Interest income
  $ (192 )     %   $ (74 )     %
 
Interest expense
    (1,947 )     (.03 )     (1,756 )     (.03 )
 
   
     
     
     
 
 
Net interest
  income/margin
  $ 1,755       .03 %   $ 1,682       .02 %
 
   
     
     
     
 
Average notional
    amount **
  $ 749,940             $ 482,533          
 
   
     
     
     
 
                                     
        Six months ended June 30
       
        2002   2001
       
 
        Amount   Rate*   Amount   Rate *
       
 
 
 
Increase (decrease) in:
                               
 
Interest income
  $ (382 )     %   $ (95 )     %
 
Interest expense
    (4,787 )     (.04 )     (2,068 )     (.02 )
 
   
     
     
     
 
 
Net interest
  income/margin
  $ 4,405       .03 %   $ 1,973       .01 %
 
   
     
     
     
 
Average notional
    amount **
  $ 646,627             $ 502,953          
 
   
     
     
     
 

  *   Computed as an annualized percentage of average earning assets or interest-bearing liabilities.
 
  **   Excludes forward-starting interest rate swaps.

     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 demands for loans and deposit withdrawals, to fund operating costs, and to be used for other corporate purposes. Liquidity risk arises whenever the maturities of financial instruments included in assets and liabilities differ. Deposits and borrowings, maturities of money-market assets and investment securities, repayments of loans and investment securities, and cash generated from operations, such as fees collected for services, provide the Company with sources of liquidity. M&T’s banking subsidiaries have access to additional funding sources through FHLB borrowings, lines of credit with the Federal Reserve Bank of New York, as well as other available borrowing facilities. M&T Bank has also obtained funding through issuances of subordinated capital notes. Informal and sometimes reciprocal sources of funding are also available to M&T Bank through various arrangements for unsecured short-term borrowings from a wide group of banks and other financial institutions. Short-term federal funds borrowings aggregated $1.1 billion, $2.1 billion and $3.0 billion at June 30, 2002, December 31, 2001 and June 30, 2001, respectively. However, should the Company experience a substantial deterioration in its financial condition or its debt rating, or should the availability of short-term funding become restricted, M&T Bank’s ability to obtain funding from these sources could be negatively impacted.

     M&T’s primary source of funds to pay for operating expenses, shareholder dividends and treasury stock repurchases is the receipt of dividends from its banking subsidiaries, which are subject to various regulatory limitations. Dividends from any banking subsidiary to M&T are limited by the amount of earnings of the banking subsidiary in the current year and the two preceding years. For purposes of this test, at June 30, 2002 approximately $253 million was available for payment of dividends to M&T from banking subsidiaries without prior regulatory approval. This source of cash flows has been supplemented in the past by the issuance of trust preferred securities. Information regarding trust preferred securities is included in note 5 of Notes to Financial Statements. M&T also maintains a

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$30 million line of credit with an unaffiliated commercial bank, of which there were no borrowings outstanding at June 30, 2002 or at December 31, 2001.

     Management closely monitors the Company’s liquidity position for compliance with internal policies and believes that available sources of liquidity are adequate to meet funding needs in the normal course of business. Management does not anticipate engaging in any activities which would cause a significant strain on liquidity at either M&T or its subsidiary banks.

     Market risk is the risk of loss from adverse changes in 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. The core banking activities of lending and deposit-taking expose the Company to interest rate risk, which occurs when 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 mortgage-related assets and expected maturities of investment securities, loans and deposits. Management supplements the modeling technique described above with analyses of market values of the Company’s financial instruments.

     The Company’s Asset-Liability Committee, which includes members of senior management, monitors the Company’s interest rate sensitivity with the aid of a computer model that 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, and intends to do so in the future, to mitigate exposure to interest rate risk through the use of on- or off-balance sheet financial instruments. 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 modifying or terminating existing interest rate swap agreements or other financial instruments used for interest rate risk management purposes.

     The accompanying table as of June 30, 2002 and December 31, 2001 displays the estimated impact on projected net interest income from non-trading financial instruments 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
Dollars in thousands

                 
    Calculated increase (decrease)
    in projected net interest income
   
Changes in Interest Rates   June 30, 2002 December 31, 2001

 

+200 basis points
  $ 6,422       (1,090 )
+100 basis points
    2,218       (3,960 )
 -100 basis points
    (5,817 )     298  
 -200 basis points
    (13,445 )     2,364  

     Many assumptions were utilized by the Company to calculate the impact that changes in interest rates may have on net interest income. The more significant assumptions related to the rate of prepayments of mortgage-related assets, cash flows from derivative and other financial instruments held for non-trading purposes, loan and deposit volumes and pricing, deposit maturities, and gradual changes in interest rates across repricing categories of 100 and 200 basis points up and down during a twelve-month period. These assumptions are inherently uncertain and, as a result, the Company cannot

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precisely predict the impact of changes in interest rates on net interest income. Actual results may differ significantly due to the timing, magnitude and frequency of changes in interest rates, 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. In light of the uncertainties and assumptions associated with this process, the amounts and changes in such amounts presented in the table are not considered significant to the Company's past or projected net interest income.

     The Company engages in trading activities to meet the financial needs of customers and to profit from perceived market opportunities. Financial instruments utilized in trading activities have included forward and futures contracts related to foreign currencies and mortgage-backed securities, U.S. Treasury and other government securities, mortgage-backed securities and interest rate contracts, such as swap agreements. The Company generally mitigates the foreign currency and interest rate risk associated with trading activities by entering into offsetting trading positions. The amounts of gross and net trading positions as well as the type of trading activities conducted by the Company are subject to a well-defined series of potential loss exposure limits established by the Asset-Liability Committee, however, as with any non-government guaranteed financial instrument, the Company is exposed to credit risk associated with counterparties to the Company’s trading activities.

     The notional amounts of interest rate contracts totaled $1.3 billion at June 30, 2002, $932 million at June 30, 2001, and $1.4 billion at December 31, 2001. The notional amounts of foreign currency and other option and futures contracts were $213 million, $232 million and $242 million at June 30, 2002, June 30, 2001 and December 31, 2001, respectively. The notional amounts of these trading contracts are not recorded in the consolidated balance sheet. However, the fair values of all financial instruments used for trading activities are recorded in the consolidated balance sheet. The fair values of all trading account assets and liabilities were $43 million and $30 million, respectively, at June 30, 2002, $37 million and $22 million, respectively, at June 30, 2001, and $39 million and $27 million, respectively, at December 31, 2001. Given the Company’s policies, limits and positions, management believes that the potential loss exposure to the Company resulting from market risk associated with trading activities was not material.

Provision for Credit Losses

A provision for credit losses is recorded to adjust the Company’s allowance for credit losses to a level that is adequate to absorb losses inherent in the loan and lease portfolio. The provision for credit losses in the second quarter of 2002 was $28 million, up from $24 million in the second quarter of 2001 and the initial 2002 quarter. Net loan charge-offs were $25 million in the second quarter of 2002, compared with $15 million in the year-earlier quarter and $16 million in the first quarter of 2002. Net charge-offs as an annualized percentage of average loans and leases were .39% in the recent quarter, compared with .24% in the corresponding 2001 quarter and .26% in the initial quarter of 2002. For the six months ended June 30, 2002 and 2001, the provision for credit losses was $52 million and $43 million, respectively. Through June 30, net charge-offs were $41 million in 2002 and $31 million in 2001, representing .33% and .26%, respectively, of average loans and leases. A summary of net charge-offs by loan type follows.

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NET CHARGE-OFFS (RECOVERIES)
BY LOAN/LEASE TYPE
In thousands

                           
              2002        
   
                      Year-
      1st Qtr.   2nd Qtr.   to-date
     
 
 
Commercial, financial, etc.
  $ 3,422       13,312       16,734  
Real estate:
                       
 
Commercial
    591       531       1,122  
 
Residential
    1,796       1,983       3,779  
Consumer
    10,170       8,808       18,978  
 
   
     
     
 
 
  $ 15,979       24,634       40,613  
 
   
     
     
 
                           
              2001        
   
                      Year-
      1st Qtr.   2nd Qtr.   to-date
     
 
 
Commercial, financial, etc.
  $ 2,135       6,004       8,139  
Real estate:
                       
 
Commercial
    4,066       132       4,198  
 
Residential
    1,505       1,874       3,379  
Consumer
    8,197       6,896       15,093  
 
   
     
     
 
 
  $ 15,903       14,906       30,809  
 
   
     
     
 

     Nonperforming loans, consisting of nonaccrual and restructured loans, aggregated $168 million or .66% of total loans and leases outstanding at June 30, 2002, compared with $162 million or .65% at June 30, 2001, $190 million or .76% at December 31, 2001, and $182 million or .73% at March 31, 2002. Accruing loans past due 90 days or more were $128 million or .50% of total loans and leases at June 30, 2002, compared with $139 million or .56% a year earlier, $147 million or .58% at December 31, 2001 and $148 million or .59% at March 31, 2002. Such loans include one-to-four family residential mortgage loans serviced by the Company and repurchased from the Government National Mortgage Association (“GNMA”). The repurchased loans totaled $104 million at June 30, 2002 and 2001, $109 million at March 31, 2002 and $108 million at December 31, 2001. The outstanding principal balances of the repurchased loans are fully guaranteed by government agencies. The loans were repurchased to reduce servicing costs associated with these loans, including a requirement to advance principal and interest payments that had not been received from individual mortgagors. In general, the remaining portion of accruing loans past due 90 days or more were either also guaranteed by government agencies or well-secured by collateral.

     Commercial loans and leases classified as nonperforming totaled $69 million at June 30, 2002, $61 million at June 30, 2001, $85 million at December 31, 2001 and $80 million at March 31, 2002. The higher levels of such nonperforming loans since June 30, 2001 were due, in part, to the inclusion in the nonperforming loans of one commercial loan having an outstanding balance of $21 million at the most recent quarter-end. In addition to the nonperforming commercial loans and leases, the Company is involved in two financing transactions to a large commercial airline company. Recently, the airline company has privately and publicly expressed interest in restructuring all of its financing and debt obligations secured by airplanes, including those transactions with which the Company is involved. Through June 30, 2002, the airline company was current on its payments to the Company and, indeed, no additional payments would be due until September 2002. The Company’s carrying value of the two financing transactions was approximately $17 million at June 30, 2002. Given the airline company’s expressed desire to begin discussions to restructure its financing transactions with the Company, it is possible that the Company may not recover all of the $17 million carrying value referred to above, however, the Company is not yet able to determine the ultimate amount of loss that it may incur.

     Nonperforming commercial real estate loans aggregated $38 million at June 30, 2002, $41 million at June 30, 2001 and $39 million at December 31, 2001 and March 31, 2002. Nonperforming residential real estate loans totaled $41 million and $39 million at June 30, 2002 and 2001, respectively, $40 million at

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December 31, 2001 and $41 million at March 31, 2002. Residential real estate loans past due 90 days or more and accruing interest totaled $120 million at June 30, 2002, compared with $126 million at June 30, 2001, $135 million at December 31, 2001 and $130 million at March 31, 2002. As previously discussed, such loans include loans repurchased from GNMA that are fully guaranteed by government agencies. Nonperforming consumer loans and leases totaled $20 million at June 30, 2002, compared with $21 million at June 30, 2001, $26 million at December 31, 2001, and $22 million at March 31, 2002. As a percentage of consumer loan balances outstanding, nonperforming consumer loans and leases were .32% at June 30, 2002, .45% at June 30, 2001, .50% at December 31, 2001 and .40% at March 31, 2002. The decline in the percentage of consumer loans considered to be nonperforming reflects the previously described significant growth of such portfolio since June 30, 2001. Accruing consumer loans and leases past due 90 days or more were $5 million at June 30, 2002 and December 31, 2001, and $7 million at March 31, 2002 and June 30, 2001.

     Assets acquired in settlement of defaulted loans were $22 million at June 30 and March 31, 2002, $11 million at June 30, 2001 and $16 million at December 31, 2001.

     A comparative 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 thousands

                                           
      2002 Quarters       2001 Quarters    
     
 
      Second   First   Fourth   Third   Second
     
 
 
 
 
Nonaccrual loans
  $ 159,468       173,197       180,344       187,851       152,885  
Renegotiated loans
    8,463       9,057       10,128       9,641       8,739  
 
   
     
     
     
     
 
Total nonperforming loans
    167,931       182,254       190,472       197,492       161,624  
Real estate and other assets owned
    22,198       21,594       16,387       11,755       11,106  
 
   
     
     
     
     
 
Total nonperforming assets
  $ 190,129       203,848       206,859       209,247       172,730  
 
   
     
     
     
     
 
Accruing loans past due 90 days or more*
  $ 128,127       148,038       146,899       137,501       139,062  
 
   
     
     
     
     
 
Government guaranteed loans included in totals above
Nonperforming loans
  $ 10,693       10,351       10,196       11,165       11,181  
 
Accruing loans past due 90 days or more
    109,189       115,097       113,600       110,369       111,788  
 
   
     
     
     
     
 
Nonperforming loans to total loans and leases, net of unearned discount
    .66 %     .73 %     .76 %     .79 %     .65 %
Nonperforming assets to total net loans and leases and real estate and other assets owned
    .74 %     .81 %     .82 %     .84 %     .70 %
Accruing loans past due 90 days or more to total loans and leases, net of unearned discount
    .50 %     .59 %     .58 %     .55 %     .56 %
 
   
     
     
     
     
 

*   Primarily residential mortgage loans and consumer loans.

     The Company maintains an allowance for credit losses which it believes is adequate to absorb losses inherent in the loan and lease portfolio as of each respective balance sheet date. Management regularly assesses the adequacy of the allowance by performing ongoing evaluations of the loan and

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lease portfolio, including such factors as the differing economic risks associated with each loan category, the current financial condition of specific borrowers, the economic environment in which borrowers operate, the level of delinquent loans and the value of any collateral. Significant loans are individually analyzed, while other smaller balance loans are evaluated by loan category. Management cautiously evaluated the impact of changes in interest rates and overall economic conditions on the ability of borrowers to meet repayment obligations when quantifying the Company’s exposure to credit losses and assessing the adequacy of the Company’s allowance for such losses at June 30, 2002. In addition to the impact of loans obtained in acquisitions and economic conditions in geographic areas entered through acquisitions, factors considered by management when performing its assessment included, but were not limited to: (i) the concentration of commercial real estate loans in the Company’s loan portfolio, particularly the large concentration of loans secured by properties in New York State, in general, and in the New York City metropolitan area, in particular; (ii) the amount of commercial and industrial loans to businesses in areas of New York State outside of the New York City metropolitan area and in central Pennsylvania that have historically experienced less economic growth than the vast majority of other regions of the country; and (iii) significant growth in loans to individual consumers, which historically have experienced higher net charge-offs as a percentage of loans outstanding than other loan types. The level of the allowance is adjusted based on the results of management’s analysis. Management believes that the allowance for credit losses at June 30, 2002 was adequate to absorb credit losses inherent in the portfolio as of that date. The allowance for credit losses was $436 million, or 1.70% of total loans and leases at June 30, 2002, compared with $409 million or 1.65% a year earlier, $425 million or 1.69% at December 31, 2001 and $433 million or 1.72% at March 31, 2002. The ratio of the allowance for credit losses to nonperforming loans was 260% at the most recent quarter-end, compared with 253% a year earlier, 223% at December 31, 2001 and 238% at March 31, 2002.

Other Income

Other income totaled $121 million in the second quarter of 2002, compared with $118 million in the corresponding quarter of 2001 and $124 million in the initial 2002 quarter.

     Mortgage banking revenues totaled $23 million in the recent quarter, compared with $25 million in the second quarter of 2001 and $28 million in the first quarter of 2002. Residential mortgage loans originated for sale to other investors remained at historically high levels, totaling approximately $1.1 billion during the second quarter of 2002, compared with $1.3 billion in both 2001’s second quarter and the first quarter of 2002. Realized gains from sales of residential mortgage loans and loan servicing rights and unrealized gains from recording residential mortgage loans held for sale, commitments to originate loans for sale and commitments to sell loans at fair market value aggregated $8 million in the second quarter of 2002, compared with $13 million in the year-earlier quarter and $14 million in the first quarter of 2002. The decline in such revenues was due, in part, to tighter pricing margins on residential mortgage loans and a drop in volume as compared with the prior year second quarter and the first 2002 quarter. Revenues from servicing residential mortgage loans for others were $13 million in the recently completely quarter, up from $11 million in the second quarter of 2001 and $12 million in the initial 2002 quarter, largely the result of purchases of loan servicing rights for $2.0 billion of residential mortgage loans during the second half of 2001 and March 2002. Residential mortgage loans serviced for others were $10.0 billion at June 30, 2002, $9.7 billion a year earlier, $9.6 billion at December 31, 2001, and $9.8 billion at March 31, 2002. Capitalized servicing assets totaled $123 million at June 30, 2002, compared with $103 million at June 30, 2001, $107 million at December 31, 2001 and $125 million at March 31, 2002. Residential mortgage loans held for sale were $668 million and $871 million at June 30, 2002 and 2001, respectively, $1.0 billion at December 31, 2001 and $832 million at March 31, 2002. Commitments to sell loans and commitments to originate loans

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for sale at pre-determined rates were $923 million and $638 million, respectively, at June 30, 2002, $1.1 billion and $576 million, respectively, at June 30, 2001, $1.3 billion and $714 million, respectively, at December 31, 2001 and $1.0 billion and $622 million, respectively, at March 31, 2002. Net unrealized gains on loans held for sale, commitments to sell loans, and commitments to originate loans for sale were $6 million and $7 million at June 30, 2002 and 2001, respectively, $9 million at December 31, 2001 and $8 million at March 31, 2002.

     Service charges on deposit accounts were $41 million in the second quarter of 2002, up from $36 million in the year-earlier quarter and $40 million in the first quarter of 2002. Higher transactional deposit account balances, which generate higher levels of service charges than non-transactional accounts, contributed to the higher service charge income in the two most recent quarters as compared with the second quarter of 2001. Trust income totaled $15 million in the recent quarter and $16 million in both last year’s second quarter and this year’s first quarter. Brokerage services income, which includes revenues from the sale of mutual funds and annuities and securities brokerage fees, totaled $12 million in the second quarter of 2002, compared with $9 million in the year-earlier quarter and $11 million in the first quarter of 2002. Trading account and foreign exchange activity resulted in gains of $386 thousand during the second quarter of 2002, $2 million in 2001’s second quarter and $1 million in the first quarter of 2002. Other revenues from operations were $29 million in the second and first quarters of 2002, and $28 million in the second quarter of 2001. Included in other revenues from operations is tax-exempt income from bank owned life insurance, which includes increases in the cash surrender value of life insurance policies and benefits received. Such income totaled $8 million in each of the quarters ended June 30, 2002, March 31, 2002 and June 30, 2001.

     Other income totaled $245 million in the first six months of 2002, up 7% from $230 million in the corresponding 2001 period. For the first half of 2002, mortgage banking revenues totaled $51 million, equal to the year-earlier period. Realized gains from sales of residential mortgage loans and loan servicing rights and unrealized gains from recording residential mortgage loans held for sale, commitments to originate loans for sale and commitments to sell loans at fair market value aggregated $22 million and $25 million during the six-month periods ended June 30, 2002 and 2001, respectively. Tighter pricing margins and lower application volumes contributed to the decrease in such realized and unrealized gains from 2001. Revenues from servicing residential mortgage loans for others were $25 million and $21 million for the first six months of 2002 and 2001, respectively. The higher servicing fees in 2002 were largely the result of the residential mortgage loan servicing rights purchased during the second half of 2001 and in March 2002. Reflecting higher transactional deposit account balances, service charges on deposit accounts rose to $80 million during the first half of 2002 from $69 million in the comparable 2001 period. Trust income totaled $31 million in the first half of 2002, compared with $32 million in the corresponding 2001 period. Brokerage services income increased 18% to $23 million during the first six months of 2002 from $19 million in the similar 2001 period. Trading account and foreign exchange activity resulted in gains of $1 million and $2 million for the six-month periods ended June 30, 2002 and 2001, respectively. Other revenues from operations increased to $59 million in the first six months of 2002 from $54 million in the comparable 2001 period. Higher commissions from sales of insurance products and fees from providing letter-of-credit and other credit-related services contributed to the increase.

Other Expense

Operating expenses, which exclude amortization of goodwill and core deposit and other intangible assets, as well as merger-related expenses, aggregated $210 million in each of the second and first quarters of 2002, compared with $202 million in the second quarter of 2001. Components of other expense considered to be nonoperating in nature and therefore excluded from the operating expense totals noted above were amortization of core deposit and other

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intangible assets of $13 million in the second quarter of 2002, $14 million in the first quarter of 2002 and $15 million in the second 2001 quarter, and amortization of goodwill of $16 million in the second quarter of 2001. On the same basis and also exclusive of merger-related expenses, through the first half of 2002, operating expenses increased to $420 million from $399 million in the comparable 2001 period. Amortization of core deposit and other intangible assets totaled $27 million in the first six months of 2002, down from $30 million in the corresponding 2001 period. Amortization of goodwill totaled $31 million in the first half of 2001, while merger-related expenses were $8 million in that same period. There were no merger-related expenses during the six-month period ended June 30, 2002.

     Salaries and employee benefits expense totaled $116 million in the second quarter of 2002, compared with $109 million in the year-earlier quarter and $113 million in the first quarter of 2002. For the first six months of 2002, salaries and employee benefits expense increased to $229 million from $215 million in the corresponding 2001 period. Merit salary increases and higher commissions and incentive compensation costs were the most significant factors contributing to the higher level of expenses in the 2002 periods when compared with the 2001 periods.

     Excluding the nonoperating expense items previously noted, nonpersonnel expense totaled $94 million in the second quarter of 2002, compared with $92 million in the second quarter of 2001 and $96 million in the first quarter of 2002. On the same basis, such expenses were $191 million during the first six months of 2002, compared with $184 million during the corresponding 2001 period. Factors contributing to the higher expense levels in 2002 as compared with 2001 were amortization of capitalized residential mortgage servicing rights and a provision for impairment of capitalized residential mortgage servicing rights. Amortization of residential mortgage servicing rights totaled $10 million and $8 million during the second quarter of 2002 and 2001, respectively, and $18 million and $15 million during the first half of 2002 and 2001, respectively. Reflecting a decline in mortgage interest rates during the second quarter of 2002, the Company recognized a $3 million provision for impairment of certain strata of residential mortgage loan servicing rights. There was no similar provision recognized during the first quarter of 2002 or the first half of 2001.

     The Company’s efficiency ratio, or noninterest operating expenses divided by the sum of taxable-equivalent net interest income and other income, measures how much of a company’s revenue is consumed by operating expenses. The Company’s efficiency ratio, calculated using the operating expense totals noted above and excluding gains from sales of bank investment securities from other income, improved to 48.4% during the recent quarter from 49.5% during the second quarter of 2001 and 48.9% in 2002’s first quarter. The efficiency ratios for the six-month periods ended June 30, 2002 and 2001 were 48.6% and 50.1%, respectively.

Capital

Stockholders’ equity at June 30, 2002 was $3.0 billion and represented 9.40% of total assets, compared with $3.0 billion or 9.57% of total assets a year earlier and $2.9 billion or 9.35% at December 31, 2001. On a per share basis, stockholders’ equity was $32.29 at June 30, 2002, up from $31.00 and $31.33 at June 30 and December 31, 2001, respectively. Tangible equity per share, which excludes goodwill and core deposit and other intangible assets (and applicable deferred tax balances), was $19.34 at June 30, 2002, compared with $17.68 at June 30, 2001 and $18.34 at December 31, 2001.

     To complete the acquisition of Premier on February 9, 2001, M&T issued 2,440,812 shares of common stock to former holders of Premier common stock and assumed employee stock options to purchase 224,734 shares of M&T common stock, resulting in an addition to stockholders’ equity of $176 million. In November 2001, M&T announced that it had been authorized by its Board of Directors to purchase up to 5,000,000 shares of its common stock. During the second quarter and first half of 2002, M&T repurchased 1,293,085 shares and

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2,599,585 shares, respectively, of common stock pursuant to such plan at an average cost per share of $84.62 and $80.30, respectively. From the announcement date of the plan through June 30, 2002, M&T had repurchased a total of 3,224,098 shares of common stock at an average cost of $78.63 per share.

     Included in stockholders’ equity at June 30, 2002 was accumulated other comprehensive income, which reflected a gain of $36 million, or $.39 per common share, representing the net after-tax impact of unrealized gains on investment securities classified as available for sale, compared with unrealized gains of $10 million, or $.11 per share, at June 30, 2001 and $23 million, or $.25 per share, at December 31, 2001. Such unrealized gains are generally due to changes in interest rates and represent the difference, net of applicable income tax effect, between the estimated fair value and amortized cost of investment securities classified as available for sale. Accumulated other comprehensive income also reflects unrealized losses of $.4 million at June 30, 2002 and $.3 million at December 31, 2001, representing the after-tax estimated fair values of interest rate swap agreements designated as cash flow hedges. There were no cash flow hedges outstanding at June 30, 2001.

     Federal regulators generally require banking institutions to maintain “core capital” and “total capital” ratios of at least 4% and 8%, respectively, of risk-adjusted total assets. In addition to the risk-based measures, Federal bank regulators have also implemented a minimum “leverage” ratio guideline of 3% of the quarterly average of total assets. Core capital includes the $318 million carrying value of trust preferred securities as described in note 5 of Notes to Financial Statements. As of June 30, 2002, total capital also included $559 million of subordinated notes issued by M&T Bank in prior years. As of July 1, 2002, an additional $20 million of the $100 million of subordinated notes maturing on July 1, 2005 were no longer includable in regulatory capital.

     The Company generates significant amounts of regulatory capital. The rate of regulatory core capital generation, or cash net income (reduced by the impact of nonrecurring merger-related expenses) less dividends paid expressed as an annualized percentage of regulatory “core capital” at the beginning of each period, was 21.53% during the second quarter of 2002, compared with 20.09% in the second quarter of 2001 and 21.91% in the first quarter of 2002.

     The regulatory capital ratios of the Company, Olympia Financial Corporation (“Olympia”), a wholly owned subsidiary of M&T, M&T Bank and M&T Bank, N.A., as of June 30, 2002 are presented in the accompanying table.

REGULATORY CAPITAL RATIOS
June 30, 2002

                                 
    M&T           M&T   M&T
    (Consolidated)   Olympia   Bank   Bank,N.A.
   
 
 
 
Core capital
    7.46 %     7.08 %     7.31 %     16.47 %
Total capital
    10.79 %     10.44 %     10.67 %     17.39 %
Leverage
    6.71 %     6.38 %     6.59 %     9.88 %

Segment Information

The Commercial Banking segment’s earnings were $24 million in the second quarter of 2002, down from $30 million in the first quarter of 2002 and $28 million in the second quarter of 2001. The major factors for the decline from the year-earlier period included a $5 million increase in the provision for credit losses and a $3 million decrease in net interest income, due to a 22 basis point narrowing of the net interest margin. The decrease from the first quarter of 2002 was largely attributable to an $11 million increase in the segment’s provision for credit losses. For the six months ended June 30, 2002, earnings for this segment declined to $54 million from $56 million in

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the first half of 2001. The lower net income in 2002 resulted largely from a $7 million decrease in net interest income, due to a 28 basis point narrowing of the net interest margin offset, in part, by a $3 million increase in deposit service charges.

     The Commercial Real Estate segment contributed net income of $24 million in the recently completed quarter, up $1 million from the initial 2002 quarter and $2 million from the year-earlier period. Net income for this segment during the first six months of 2002 and 2001 was $46 million and $42 million, respectively. The improvement in net income in 2002 from the prior year periods was attributable to increases in net interest income, the result of higher average loan balances outstanding and a widening of the net interest margin.

     Net income for the Discretionary Portfolio segment of $13 million in the second quarter of 2002 was slightly lower than the year-earlier quarter and $1 million lower than the initial quarter of 2002. The decrease from the first quarter of 2002 was due to lower net interest income of $3 million, the result of a reduced net interest margin of 6 basis points. For the first six months of 2002, net income for this segment was $28 million, compared with $25 million in the corresponding 2001 period. The increase from 2001 was due, in part, to an increase in net interest income of $4 million, largely the result of a 3 basis point widening of the net interest margin.

     The Residential Mortgage Banking segment recorded net income of $8 million in the second quarter of 2002, compared with $11 million in the similar quarter of 2001 and $14 million in the first quarter of 2002. The decrease in net income in the recent quarter was the result of lower revenues from loan origination and sales activities, including gains from sales of loans to the Company’s Discretionary Portfolio segment, and the previously mentioned provision for impairment of residential mortgage loan servicing rights offset, in part, by higher revenues from servicing residential mortgage loans. Net income for this segment for the first six months of 2002 was $22 million, compared with $20 million in the similar period of 2001. The higher level of earnings in the first six months of 2002 when compared with the corresponding 2001 period was largely due to higher net interest income, the result of higher loan net interest margin and balances outstanding, and an increase in servicing fees earned, largely the result of the servicing rights purchased in the second half of 2001 and in March 2002, partially offset by higher salaries, commissions and other operating expenses, including the servicing rights impairment provision.

     Retail Banking contributed net income of $43 million in 2002’s second quarter, lower than the $53 million earned in 2001’s comparable period, but up from $41 million in the first quarter of 2002. Lower net interest income of $15 million, the result of a lower net interest margin of 22 basis points, was the leading factor for the decrease in net income from the second quarter of 2001. The increase in net income from the first quarter of 2002 was primarily due to a $3 million increase in net interest income, largely the result of a 4% increase in loan balances outstanding, led by higher automobile loan and home equity line of credit balances outstanding. For the first six months of 2002, this segment’s net income decreased to $83 million from $105 million in the first half of 2001. A reduction in net interest income of $30 million, the result of a lower net interest margin of 24 basis points, was the leading factor for the year-over-year decrease in net income.

     The “All Other” category includes other activities of the Company that are not directly attributable to the reported segments as determined in accordance with SFAS No. 131, “Disclosures About Segments of an Enterprise and Related Information,” and, among other things, includes amortization of goodwill (prior to 2002) and core deposit and other intangible assets, nonrecurring merger-related expenses resulting from acquisitions, and the net impact of the Company’s allocation methodologies for internal funds transfer pricing and the provision for credit losses. Net income recorded in the “All Other” category was $10 million in the second quarter of 2002, compared with net losses of $32 million and $1 million in the second quarter of 2001 and

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the first quarter of 2002, respectively. Net income for this segment was $9 million for the first six months in 2002 compared with a $70 million loss in the similar 2001 period. The improvement from the comparative periods in 2001 was predominantly the result of the Company’s internal funds transfer pricing methodology and the cessation of amortization of goodwill resulting from the January 1, 2002 adoption of SFAS No. 142. The improvement from the first quarter of 2002 was the net result of the Company’s allocation methodologies for internal funds transfer pricing, the provision for credit losses, and other operating expenses.

Recently Issued Accounting Standards

In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002, with earlier application encouraged. The provisions of SFAS No. 143 are not expected to have a material impact on the Company’s consolidated financial statements.

     In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 addresses financial accounting and reporting for the impairment of long-lived assets and supercedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of” and the provisions for the disposal of a segment of a business in Accounting Principles Board Opinion No. 30, “Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.” SFAS No. 144 requires that long-lived assets to be disposed of by sale be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. For long-lived assets to be held and used, SFAS No. 144 requires recognition of an impairment loss if the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows and exceeds its fair value. The Company adopted SFAS No. 144 effective January 1, 2002. The adoption of SFAS No. 144 had no effect on the Company’s consolidated financial statements in 2002.

     In June 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS No. 145 addresses a number of different issues and is effective at various dates in 2002 and 2003, with earlier application encouraged. The provisions of SFAS No. 145 are not expected to have a material impact on the Company’s consolidated 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 that are based on current expectations, estimates and projections about the Company’s business, management’s beliefs and assumptions made by management. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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     Future Factors include changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; credit losses; sources of liquidity; legislation affecting the financial services industry as a whole, and/or M&T and its subsidiaries individually; regulatory supervision and oversight, including required capital levels; increasing price and product/service competition by competitors, including new entrants; rapid technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the mix of products/services; containing costs and expenses; governmental and public policy changes, including environmental regulations; protection and validity of intellectual property rights; reliance on large customers; technological, implementation and cost/financial risks in large, multi-year contracts; the outcome of pending and future litigation and governmental proceedings; continued availability of financing; financial resources in the amounts, at the times and on the terms required to support the Company’s future businesses; and material differences in the actual financial results of merger and acquisition activities compared to the Company’s initial expectations, including the full realization of anticipated cost savings and revenue enhancements. These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic conditions, including interest rate and currency exchange rate fluctuations, and other Future Factors.

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M&T BANK CORPORATION AND SUBSIDIARIES

AVERAGE BALANCE SHEETS AND ANNUALIZED TAXABLE-EQUIVALENT RATES

                                                                             
        2002 Second quarter   2002 First quarter   2001 Fourth quarter
        Average           Average   Average           Average   Average           Average
Average balance in millions; interest in thousands   balance   Interest   rate   balance   Interest   rate   balance   Interest   rate

Assets
                                                                       
Earning assets
                                                                       
Loans and leases, net of unearned discount*
                                                                       
 
Commercial, financial, etc.
  $ 5,070     $ 66,255       5.24 %     5,059       65,183       5.23 %     5,181       74,088       5.67 %
 
Real estate — commercial
    9,432       167,227       7.09       9,371       166,685       7.11       9,401       173,920       7.40  
 
Real estate — consumer
    4,901       89,701       7.32       5,240       96,092       7.33       5,317       101,077       7.60  
 
Consumer
    5,811       98,195       6.78       5,439       93,130       6.94       5,117       97,708       7.58  

   
Total loans and leases, net
    25,214       421,378       6.70       25,109       421,090       6.80       25,016       446,793       7.09  

Money-market assets
                                                                       
 
Interest-bearing deposits at banks
    5       22       1.63       5       18       1.61       4       21       1.93  
 
Federal funds sold and agreements to resell securities
    255       1,119       1.76       245       1,070       1.77       162       909       2.23  
 
Trading account
    13       57       1.79       12       72       2.30       13       97       3.13  

   
Total money-market assets
    273       1,198       1.76       262       1,160       1.80       179       1,027       2.28  

Investment securities**
                                                                       
 
U.S. Treasury and federal agencies
    1,319       20,933       6.36       1,360       21,125       6.30       1,480       24,223       6.49  
 
Obligations of states and political subdivisions
    289       4,754       6.58       296       4,717       6.37       299       5,307       7.09  
 
Other
    1,280       16,783       5.26       1,254       16,694       5.40       1,250       18,433       5.85  

   
Total investment securities
    2,888       42,470       5.90       2,910       42,536       5.93       3,029       47,963       6.28  

   
Total earning assets
    28,375       465,046       6.57       28,281       464,786       6.67       28,224       495,783       6.97  

Allowance for credit losses
    (439 )                     (433 )                     (421 )                
Cash and due from banks
    709                       724                       734                  
Other assets
    2,682                       2,698                       2,739                  

   
Total assets
  $ 31,327                       31,270                       31,276                  

Liabilities and stockholders’ equity
                                                                       
Interest-bearing liabilities
                                                                       
Interest-bearing deposits
                                                                       
 
NOW accounts
  $ 757       1,055       .56       738       919       .51       753       1,261       .66  
 
Savings deposits
    8,822       26,973       1.23       8,459       26,973       1.29       8,009       29,258       1.45  
 
Time deposits
    7,642       63,722       3.34       8,141       72,898       3.63       8,307       88,046       4.21  
 
Deposits at foreign office
    404       1,516       1.51       479       1,791       1.52       363       1,717       1.89  

   
Total interest-bearing deposits
    17,625       93,266       2.12       17,817       102,581       2.33       17,432       120,282       2.74  

Short-term borrowings
    2,677       11,825       1.77       2,963       12,883       1.76       3,488       19,207       2.18  
Long-term borrowings
    4,121       46,858       4.56       3,725       44,663       4.86       3,533       47,360       5.32  

   
Total interest-bearing liabilities
    24,423       151,949       2.50       24,505       160,127       2.65       24,453       186,849       3.03  

Noninterest-bearing deposits
    3,585                       3,455                       3,466                  
Other liabilities
    363                       370                       410                  

   
Total liabilities
    28,371                       28,330                       28,329                  

Stockholders’ equity
    2,956                       2,940                       2,947                  

   
Total liabilities and stockholders’ equity
  $ 31,327                       31,270                       31,276                  

Net interest spread
                    4.07                       4.02                       3.94  
Contribution of interest-free funds
                    .36                       .35                       .40  

Net interest income/margin on earning assets
          $ 313,097       4.43 %             304,659       4.37 %             308,934       4.34 %

  * Includes nonaccrual loans.  
** Includes available for sale securities at amortized cost. (continued)

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M&T BANK CORPORATION AND SUBSIDIARIES

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

                                                     
        2001 Third quarter   2001 Second quarter
        Average           Average   Average           Average
Average balance in millions; interest in thousands   balance   Interest   rate   balance   Interest   rate

Assets
                                               
Earning assets
                                               
Loans and leases, net of unearned discount*
                                               
 
Commercial, financial, etc.
  $ 5,340     $ 90,615       6.73 %     5,383       99,701       7.43 %
 
Real estate — commercial
    9,322       183,790       7.89       9,232       186,385       8.08  
 
Real estate — consumer
    5,336       103,709       7.77       5,263       103,686       7.88  
 
Consumer
    4,833       95,543       7.84       4,582       95,509       8.36  

   
Total loans and leases, net
    24,831       473,657       7.57       24,460       485,281       7.96  

Money-market assets
                                               
 
Interest-bearing deposits at banks
    4       29       2.96       4       29       3.34  
 
Federal funds sold and agreements to resell securities
    17       167       3.88       14       164       4.56  
 
Trading account
    13       105       3.17       13       95       2.86  

   
Total money-market assets
    34       301       3.49       31       288       3.69  

Investment securities**
                                               
 
U.S. Treasury and federal agencies
    1,624       26,703       6.52       1,781       29,285       6.60  
 
Obligations of states and political subdivisions
    319       5,597       7.01       380       7,161       7.54  
 
Other
    1,291       19,968       6.14       1,341       22,409       6.70  

   
Total investment securities
    3,234       52,268       6.41       3,502       58,855       6.74  

   
Total earning assets
    28,099       526,226       7.43       27,993       544,424       7.80  

Allowance for credit losses
    (416 )                     (406 )                
Cash and due from banks
    720                       683                  
Other assets
    2,716                       2,747                  

   
Total assets
  $ 31,119                       31,017                  

Liabilities and stockholders’ equity
                                               
Interest-bearing liabilities
                                               
Interest-bearing deposits
                                               
 
NOW accounts
  $ 708       1,896       1.06       708       2,206       1.25  
 
Savings deposits
    7,444       32,515       1.73       7,280       34,529       1.90  
 
Time deposits
    8,506       104,985       4.90       9,029       120,721       5.36  
 
Deposits at foreign office
    378       3,115       3.27       304       3,027       3.99  

   
Total interest-bearing deposits
    17,036       142,511       3.32       17,321       160,483       3.72  

Short-term borrowings
    3,621       32,808       3.59       3,543       38,526       4.36  
Long-term borrowings
    3,689       52,355       5.63       3,485       53,468       6.15  

   
Total interest-bearing liabilities
    24,346       227,674       3.71       24,349       252,477       4.16  

Noninterest-bearing deposits
    3,384                       3,269                  
Other liabilities
    386                       384                  

   
Total liabilities
    28,116                       28,002                  

Stockholders’ equity
    3,003                       3,015                  

   
Total liabilities and stockholders’ equity
  $ 31,119                       31,017                  

Net interest spread
                    3.72                       3.64  
Contribution of interest-free funds
                    .50                       .54  

Net interest income/margin on earning assets
          $ 298,552       4.22 %             291,947       4.18 %

  * Includes nonaccrual loans.  
** Includes available for sale securities at amortized cost.  

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M&T BANK CORPORATION AND SUBSIDIARIES

QUARTERLY TRENDS

                                                           
            2002 Quarters           2001 Quarters        





              Second   First   Fourth   Third   Second   First





Earnings and dividends
                                                       
Amounts in thousands, except per share
                                                       
Interest income (taxable-equivalent basis)
          $ 465,046       464,786       495,783       526,226       544,424       552,965  
Interest expense
            151,949       160,127       186,849       227,674       252,477       276,597  





Net interest income
            313,097       304,659       308,934       298,552       291,947       276,368  
Less: provision for credit losses
            28,000       24,000       33,000       28,000       24,000       18,500  
Other income
            121,179       124,228       127,696       120,167       117,836       111,727  
Less: other expense
            223,216       223,233       244,311       236,194       233,012       234,801  





Income before income taxes
            183,060       181,654       159,319       154,525       152,771       134,794  
Applicable income taxes
            57,945       57,491       53,515       52,401       53,164       46,741  
Taxable-equivalent adjustment
            3,621       3,599       4,070       4,257       4,799       4,387  





Net income
          $ 121,494       120,654       101,734       97,867       94,808       83,666  





Per common share data
                                                       
 
Basic earnings
          $ 1.31       1.29       1.08       1.02       .98       .88  
 
Diluted earnings
            1.26       1.25       1.05       .98       .94       .85  
 
Cash dividends
          $ .25       .25       .25       .25       .25       .25  
Average common shares outstanding
                                                       
 
Basic
            92,608       93,265       94,269       96,115       97,125       95,427  
 
Diluted
            96,188       96,494       97,179       99,597       100,722       98,605  





Performance ratios, annualized
                                                       
Return on
                                                       
 
Average assets
            1.56 %     1.56 %     1.29 %     1.25 %     1.23 %     1.14 %
 
Average common stockholders’ equity
            16.49 %     16.63 %     13.70 %     12.93 %     12.61 %     11.84 %
Net interest margin on average earning assets (taxable-equivalent basis)
            4.43 %     4.37 %     4.34 %     4.22 %     4.18 %     4.16 %
Nonperforming loans to total loans and leases, net of unearned discount
            .66 %     .73 %     .76 %     .79 %     .65 %     .67 %
Efficiency ratio (a)
            51.38 %     52.07 %     55.95 %     56.44 %     57.08 %     58.45 %





Cash (tangible) operating results (b)
                                                       
Net income (in thousands)
          $ 130,027       129,357       126,451       123,523       119,899       112,391  
Diluted net income per common share
            1.35       1.34       1.30       1.24       1.19       1.14  
Annualized return on
                                                       
 
Average tangible assets
            1.73 %     1.75 %     1.67 %     1.64 %     1.62 %     1.59 %
 
Average tangible common stockholders’ equity
            29.69 %     30.38 %     29.43 %     28.39 %     27.99 %     27.93 %
Efficiency ratio (a)
            48.35 %     48.91 %     49.16 %     49.03 %     49.45 %     50.77 %





Balance sheet data
                                                       
In millions, except per share
                                                       
Average balances
                                                       
 
Total assets
          $ 31,327       31,270       31,276       31,119       31,017       29,878  
 
Earning assets
            28,375       28,281       28,224       28,099       27,993       26,937  
 
Investment securities
            2,888       2,910       3,029       3,234       3,502       3,470  
 
Loans and leases, net of unearned discount
            25,214       25,109       25,016       24,831       24,460       23,392  
 
Deposits
            21,210       21,272       20,897       20,420       20,590       20,734  
 
Stockholders’ equity
            2,956       2,940       2,947       3,003       3,015       2,866  





At end of quarter
                                                       
 
Total assets
          $ 31,686       31,296       31,450       31,139       31,202       30,925  
 
Earning assets
            28,627       28,337       28,270       28,118       28,200       27,895  
 
Investment securities
            2,961       2,861       3,024       3,153       3,377       3,705  
 
Loans and leases, net of unearned discount
            25,604       25,138       25,188       24,946       24,774       24,168  
 
Deposits
            21,858       21,624       21,580       20,522       20,041       20,978  
 
Stockholders’ equity
            2,977       2,947       2,939       2,956       2,987       2,992  
 
Equity per common share
            32.29       31.67       31.33       31.19       31.00       30.84  
 
Tangible equity per common share
            19.34       18.68       18.34       17.85       17.68       17.33  





Market price per common share
                                                       
 
High
          $ 90.05       82.24       74.50       82.11       79.00       69.99  
 
Low
            79.80       71.19       65.08       63.70       66.55       59.80  
 
Closing
            85.76       80.37       72.85       74.00       75.50       69.90  





(a)   Excludes impact of nonrecurring merger-related expenses and net securities transactions.
 
(b)   Excludes amortization and balances related to goodwill, core deposit and other intangible assets and nonrecurring merger-related expenses which, except in the calculation of the efficiency ratio, are net of applicable income tax effects.

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Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

     Incorporated by reference to the discussion contained under the caption “Taxable-equivalent Net Interest Income” in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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 in which claims for monetary damages are asserted. Management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability, if any, arising out of litigation pending against M&T or its subsidiaries will be material to M&T’s consolidated financial position, but at the present time is not in a position to determine whether such litigation will have a material adverse effect on M&T’s consolidated results of operations in any future reporting period.

Item 2. Changes in Securities and Use of Proceeds.

     (Not applicable.)

Item 3. Defaults Upon Senior Securities.

     (Not applicable.)

Item 4. Submission of Matters to a Vote of Security Holders.

     Information concerning the matters submitted to a vote of stockholders at M&T’s Annual Meeting of Stockholders held on April 16, 2002 was previously reported in response to Item 4 of Part II of M&T’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.

Item 5. Other Information.

     (None)

Item 6. Exhibits and Reports on Form 8-K.

       (a) Exhibits. There are no exhibits filed as part of this report.
 
       (b) Reports on Form 8-K. M&T did not file any Current Reports on Form 8-K during the fiscal quarter ended June 30, 2002.

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: July 31, 2002   By:   /s/ Michael P. Pinto

Michael P. Pinto
Executive Vice President
and Chief Financial Officer

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