M&T Bank (MTB) 8-K/A Financial statements and exhibits

Exhibit 99.5

M&T BANK CORPORATION

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(DOLLARS IN THOUSANDS )
(UNAUDITED)

The following unaudited pro forma condensed combined balance sheet gives effect to the acquisition by M&T Bank Corporation (“M&T”) of Allfirst Financial Inc. and subsidiaries (“Allfirst”) using the purchase method of accounting assuming the acquisition was consummated on December 31, 2002. Allfirst was acquired by M&T on April 1, 2003.

		December 31, 2002
								Pro forma
		M&T (1)			Allfirst (2)			adjustments			Pro forma
	ASSETS
Cash and due from banks		$	963,772			1,142,632					$	2,106,404
Money-market assets			379,843			1,418,209						1,798,052
Investment securities			3,955,150			2,558,279			(486,107	)(3)		6,027,322
Loans and leases			25,936,942			10,503,937			55,990	(4)		36,496,869
	Unearned discount		(209,158	)		(145,297	)					(354,455	)
	Allowance for credit losses		(436,472	)		(156,500	)					(592,972	)
	Loans and leases, net		25,291,312			10,202,140			55,990			35,549,442
Premises and equipment			238,986			236,009			(34,237	)(5)		440,758
Goodwill			1,097,553			727,040			1,120,308	(3)-(12)		2,944,901
Core deposit and other intangible assets			118,790			13,609			185,656	(6)		318,055
Accrued interest and other assets			1,155,775			716,358			(58,679	)(7)		1,813,454
	Total assets	$	33,201,181			17,014,276			782,931		$	50,998,388
	LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits		$	17,592,838			7,724,204			23,607	(8)	$	25,340,649
Short-term borrowings			3,429,414			2,070,740						5,500,154
Long-term borrowings			4,497,374			1,211,301			415,183	(3),(9)		6,123,858
	Interest-bearing liabilities		25,519,626			11,006,245			438,790			36,964,661
Non-interest bearing deposits			4,072,085			3,602,576						7,674,661
Other liabilities			400,991			653,601			102,039	(10)		1,156,631
	Total liabilities		29,992,702			15,262,422			540,829			45,795,953
Common equity			3,208,479			1,751,854			242,102	(11)		5,202,435
	Total shareholders’ equity		3,208,479			1,751,854			242,102			5,202,435
	Total liabilties and shareholders’ equity	$	33,201,181			17,014,276			782,931		$	50,998,388

See accompanying notes to pro forma condensed combined financial statements.

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M&T BANK CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

The following unaudited pro forma condensed combined statement of income for the year ended December 31, 2002 gives effect to M&T’s acquisition of Allfirst using the purchase method of accounting assuming the acquisition was consummated on January 1, 2002. Allfirst was acquired by M&T on April 1, 2003.

				For the year ended December 31, 2002
										Pro forma
				M&T (1)			Allfirst (2)			adjustments			Pro forma
Interest income
	Loans and leases, including fees			$	1,670,412			591,211			(20,536	)(15)	$	2,241,087
	Money-market assets				4,733			11,658						16,391
	Investment securities
		Fully taxable			148,221			143,552			(28,686	)(16)		263,087
		Exempt from federal taxes			18,733			21,232						39,965
			Total interest income		1,842,099			767,653			(49,222	)		2,560,530
Interest expense
	Deposits				356,642			185,027			(20,290	)(18)		521,379
	Short-term borrowings				52,723			36,975						89,698
	Long-term borrowings				185,149			50,696			9,820	(19),(20)		245,665
			Total interest expense		594,514			272,698			(10,470	)		856,742
Net interest income					1,247,585			494,955			(38,752	)		1,703,788
Provision for credit losses					122,000			75,683						197,683
Net interest income after provision for credit losses					1,125,585			419,272			(38,752	)		1,506,105
Other income
	Mortgage banking revenues				116,408			23,409						139,817
	Service charges on deposit accounts				167,531			124,509						292,040
	Trust income				60,030			84,592						144,622
	Brokerage services income				43,261			10,011						53,272
	Trading account and foreign exchange gains (13)				2,860			(9,408	)					(6,548	)
	Gain (loss) on sales of bank investment securities				(608	)		74,063			(44,107	)(17)		29,348
	Other revenues from operations				122,449			168,666			(51,009	)(14)		240,106
		Total other income			511,931			475,842			(95,116	)		892,657
Other expense
	Salaries and employee benefits				496,990			401,058			(34,169	)(14)		863,879
	Equipment and net occupancy				107,822			96,324			(11,663	)(14),(21)		192,483
	Printing, postage and supplies				25,378			20,243			(671	)(14)		44,950
	Amortization of core deposit and other intangible assets				51,484			6,738			39,059	(14),(22)		97,281
	FX related charge (13)				—			12,714						12,714
	Other costs of operations				279,937			118,579			(1,921	)(14),(23)		396,595
		Total other expense			961,611			655,656			(9,365	)		1,607,902
Income before income taxes					675,905			239,458			(124,503	)		790,860
Income taxes					219,136			53,116			(48,823	)(14),(24)		223,429
Net income				$	456,769			186,342			(75,680	)	$	567,431
Net income per common share
	Basic			$	4.94								$	4.76
	Diluted			$	4.78								$	4.64
Average common shares outstanding
	Basic				92,483						26,700	(25)		119,183
	Diluted				95,522						26,700	(25)		122,222

See accompanying notes to pro forma condensed combined financial statements.

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NOTES TO PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS (Unaudited)

     Adjustments used in the preparation of the unaudited pro forma condensed combined financial statements are as follows:

(1)	M&T historical amounts have been restated to give effect to M&T’s retroactive adoption of the recognition provisions of Statement of Financial Accounting Standard No. 123, “Accounting for Stock-Based Compensation,” as amended. M&T adopted these provisions on January 1, 2003.
(2)	Certain amounts in Allfirst’s historical balance sheet and statement of income have been reclassified to conform to M&T’s presentation.
(3)	The unaudited pro forma condensed financial information assumes the funding of the cash consideration of $886,107,000 is provided by the sale of $486,107,000 of investment securities and the issuance of $400,000,000 of subordinated notes payable.
(4)	Adjustment to record acquired loans at estimated market value.
(5)	Adjustment to record acquired premises and equipment at estimated market value. The adjustment includes writedowns associated with duplicate facilities, equipment and other fixed assets of Allfirst.
(6)	Adjustment to record incremental core deposit and other intangible assets.
(7)	Represents the reclassification of M&T’s deferred tax asset to other liabilities and other miscellaneous adjustments.
(8)	Adjustment to record interest-bearing deposits of Allfirst at estimated fair value.
(9)	Adjustment of $15,183,000 to record long-term borrowings of Allfirst at estimated fair value.
(10)	Adjustments to record severance benefits associated with the elimination of employment positions at Allfirst, termination of certain Allfirst contractual obligations, the estimated net tax credits associated with adjustments to reflect the fair value of net assets acquired, the reclassification of M&T’s deferred tax asset to other liabilities, and other miscellaneous adjustments.
(11)	Reflects issuance of 26,700,000 shares of M&T common stock with a value of $1,993,956,000 and the elimination of Allfirst’s December 31, 2002 equity of $1,751,854,000.
(12)	Represents incremental goodwill.

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NOTES TO PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS (Unaudited), Continued

		Year ended
		December 31, 2002
(13)	On February 6, 2002, Allfirst announced that Allied Irish Banks, p.l.c. (“AIB”), its sole owner, was undertaking a full investigation into fraudulent foreign exchange trading activities at Allfirst. The losses arising from the fraudulent activities were disclosed by Allfirst in an earnings release dated February 20, 2002. The fraudulent trading activities and the resulting losses are referred to from time to time in reports on Forms 10-K and 10-Q filed by Allfirst with the Securities and Exchange Commission as the “Fraudulent Activities” and the “Fraud Losses,” respectively, and proprietary foreign exchange trading losses are referred to as “FX Losses.” Foreign Exchange Trading Losses include both authentic and fraudulent trading activity. For additional information on the Fraudulent Activities and the Fraud Losses, refer to Allfirst’s 2002 audited consolidated financial statements previously filed with the initial filing of the Report on April 11, 2003.
(14)	Reflects the elimination of income and expense amounts related to Allfirst’s non-profit subsidiaries, which were divested in a form of a dividend to AIB as required under the terms of the Agreement and Plan of Reorganization with M&T dated September 26, 2002.
	Other revenues from operations	(51,009)
	Salaries and employee benefits	(34,169)
	Equipment and net occupancy	(1,482)
	Printing, postage and supplies	(671)
	Amortization of core deposit and other intangible assets	(522)
	Other costs of operations	(7,396)
	Income taxes	(2,907)
(15)	Net amortization of premiums related to loans and leases using a level-yield method over the estimated remaining terms to maturity of the loans and leases.	(20,536)
(16)	Reflects the estimated decrease in interest income from the assumed liquidation of $486,107,000 of investment securities to fund part of the cash portion of the merger consideration at an effective interest rate of 5.90%	(28,686)
(17)	Gains from sales of investment securities have been reduced by the amount ascribed to the cost basis of such securities resulting from an assumed January 1, 2002 mark-to-market adjustment.	(44,107)
(18)	Amortization of the mark-to-market adjustments related to deposits using an effective interest method over the remaining terms to maturity of the deposits.	(20,290)
(19)	Reflects the estimated increase in interest expense from the assumed issuance of $400,000,000 of subordinated notes payable to fund part of the cash portion of the merger consideration at an effective interest rate of 3.85%	15,400
(20)	Amortization of mark-to market adjustments to long-term borrowings on a straight-line basis over the remaining terms to maturity of the borrowings.	(5,580)
(21)	Adjustments to depreciation expense related to mark-to-market adjustments on premises and equipment.	(10,181)
(22)	Additional amortization on an accelerated basis for core deposit and other intangible assets.

	Estimated Life
Core deposit intangible	8 years	24,308
Other intangible assets	5 to 10 years	15,273
		39,581

(23)	Adjustments to amortization expense related to other assets.	5,475
(24)	Income tax expense on pro forma adjustments computed using a 39.0% tax rate.	(45,916)
(25)	The pro forma net income per common share amounts and average common shares outstanding include the effect of the adjustments described above and the issuance of 26,700,000 shares of M&T common stock as the stock portion of the purchase price.

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