M&T Bank (MTB) 11-K Annual report of employee stock purchases

  Exhibit 99.1

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

OF THE M&T BANK CORPORATION RETIREMENT SAVINGS PLAN

	Page(s)
Report of Independent Registered Public Accounting Firm	6
Financial Statements
Statements of Net Assets Available for Benefits as of December 31, 2018 and 2017	7
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2018 and 2017	8
Notes to Financial Statements	9 – 18
Supplemental Schedule*
Schedule H, Line 4i – Schedule of Assets (Held at December 31, 2018)	19
* The other supplemental schedules required by 29 CFR 520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 are not applicable and are therefore omitted.

5

ReportofIndependentRegisteredPublicAccountingFirm

To the Administrator and Plan Participants of M&T Bank Corporation Retirement SavingsPlan

Opinion on the FinancialStatements

We have audited the accompanying statements of net assets available for benefits of M&TBank Corporation Retirement Savings Plan (the “Plan”) as of December 31, 2018 and 2017 and therelated statementsofchangesinnetassetsavailableforbenefitsfortheyearsthenended,includingtherelated notes (collectively referred to as the “financial statements”). In our opinion, the financialstatements present fairly, in all material respects, the net assets available for benefits of the Plan as of December31, 2018 and2017,andthechangesinnetassetsavailableforbenefitsfortheyearsthenendedinconformity with accounting principles generally accepted in the United States ofAmerica.

Basis forOpinion

These financial statements are the responsibility of the Plan’s management. Our responsibility isto express an opinion on the Plan’s financial statements based on our audits. We are a public accountingfirm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) andare required to be independent with respect to the Plan in accordance with the U.S. federal securities lawsand the applicable rules and regulations of the Securities and Exchange Commission and thePCAOB.

We conducted our audits of these financial statements in accordance with the standards of thePCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance aboutwhether thefinancialstatementsarefreeofmaterialmisstatement,whetherduetoerrororfraud.

Our audits included performing procedures to assess the risks of material misstatement of thefinancial statements, whether due to error or fraud, and performing procedures that respond to those risks.Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures inthe financial statements. Our audits also included evaluating the accounting principles used andsignificant estimates made by management, as well as evaluating the overall presentation of the financialstatements. We believe that our audits provide a reasonable basis for ouropinion.

SupplementalInformation

ThesupplementalScheduleH,Line4i–ScheduleofAssets(Heldatendofyear)atDecember31,2018hasbeen subjected to audit procedures performed in conjunction with the audit of the Plan’sfinancial statements. The supplemental schedule is the responsibility of the Plan’s management. Ouraudit procedures included determining whether the supplemental schedule reconciles to thefinancial statements or the underlying accounting and other records, as applicable, and performing proceduresto test the completeness and accuracy of the information presented in the supplemental schedule. Informing our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, includingits form and content, is presented in conformity with the Department of Labor’s Rules and Regulationsfor Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion,thesupplemental schedule is fairly stated, in all material respects, in relation to the financial statements asawhole.

Buffalo, NewYork

June 25,2019

We have served as the Plan’s auditor since1986.

6

M&T BANK CORPORATION RETIREMENT SAVINGS PLAN

Statements of Net Assets Available For Benefits

	December 31
	2018		2017
Assets
Total investments, at fair value	$	2,303,867,625	$	2,478,887,113
Receivables
Participant contributions		1,357,255		2,136,735
Employer – Matching contribution		1,488,580		1,854,459
Employer – Retirement Accumulation Account
contribution		29,587,828		27,494,430
Notes receivable from participants		29,681,472		29,002,471
Total receivables		62,115,135		60,488,095
Accrued investment income		264,234		—
Due from broker		234,306		159,006
Net assets available for benefits	$	2,366,481,300	$	2,539,534,214

The accompanying notes are an integral part of these financial statements.

7

M&T BANK CORPORATION RETIREMENT SAVINGS PLAN

Statements of Changes in Net Assets Available For Benefits

	Year ended December 31
	2018			2017
Additions
Investment income
Interest	$	6,936,341		$	6,074,770
Dividends		71,939,767			83,327,387
Net appreciation (depreciation) in fair value of investments		(232,501,678	)		266,717,933
Total investment income (loss)		(153,625,570	)		356,120,090
��
Contributions
Participants		98,629,417			99,129,817
Employer – Matching		42,603,974			39,831,000
Employer – Retirement Accumulation Account		29,859,577			27,843,137
Total contributions		171,092,968			166,803,954
Total additions		17,467,398			522,924,044
Deductions
Participant benefits paid		(190,520,312	)		(175,027,711	)
Change in net assets available for benefits		(173,052,914	)		347,896,333
Net assets available for benefits
Beginning of year		2,539,534,214			2,191,637,881
End of year	$	2,366,481,300		$	2,539,534,214

The accompanying notes are an integral part of these financial statements.

8

M&T Bank Corporation Retirement Savings Plan

Notes to Financial Statements

December 31, 2018 and 2017

1. Description of plan

The following description of the M&T Bank Corporation Retirement Savings Plan (“the Plan”) is provided for general information purposes and is qualified in its entirety by reference to the Plan document. Participants should refer to the Plan document for a more complete description of the Plan’s provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

General

The Plan is a defined contribution combined 401(k)/stock bonus plan. The stock bonus component is intended to be an employee stock ownership plan (“ESOP”), which is designed to invest primarily in the common stock of M&T Bank Corporation (“M&T”). The Plan also offers a Retirement Accumulation Account (“RAA”) feature. Employees who were participants of the M&T defined benefit pension plan prior to January 1, 2006 were given an opportunity to choose between continuing to accrue benefits under that plan or receiving RAA contributions under the Plan. For those employees choosing to receive RAA contributions under the Plan and for any employee hired after July 1, 2004, M&T makes contributions on behalf of eligible participants based on each participant’s total compensation and length of service. The Plan exists for the benefit of employees of M&T and its subsidiaries (“the Company”).

Eligibility and participation

Employees who are at least 21 years of age are immediatelyeligible to participate in the Plan and make pre-tax or Roth contributions through salary reduction.  Participants are eligible to have 401(k) employer matching contributions made on their behalf on the first day of any pay period following the completion of 12 months of continuous service, provided that the participant is at least 21 years of age and making salary reduction contributions. Additionally, RAA participating employees are eligible for employer RAA contributions if they are at least age 21, are credited with 1,000 hours of service during the plan year and are employed by the Company on the last day of the calendar year following completion of 12 months of continuous service, or if the RAA participating employee retired during the calendar year.

Administration

The Plan is administered by M&T’s Employee Benefit Plans Committee (“Administrative Committee”) which is appointed by the Board of Directors of M&T Bank, a wholly owned subsidiary of M&T.  The assets of the Plan are held by T. Rowe Price Trust Company (“T. Rowe”), as trustee.  T. Rowe Price Retirement Plan Services, Inc. provides recordkeeping services for the Plan.  

The Board of Directors of M&T has the right to terminate, amend or modify the Plan at any time subject to the Plan provisions.  Upon Plan termination, participants would receive the assets allocated to their respective accounts.

Contributions

Contributions to the Plan are made by participants through salary reduction and by the Company through employer matching and RAA contributions.  Employees who are participants may elect to reduce their compensation by a specified whole percentage not to exceed 50%, subject to certain limitations under Section 401(k) and Section 415 of the Internal Revenue Code.  The Company remits to the Plan on behalf of each participant the amount by which the participant’s compensation is reduced.  Contributions may be suspended at any time.

9

M&T Bank Corporation Retirement Savings Plan

Notes to Financial Statements, continued

December 31, 2018 and 2017

Compensation is generally defined in the Plan to mean a participant’s base salary and overtime pay, all commissions earned, incentive/bonus payments and before-tax deferral amounts made by participants under Internal Revenue Code Sections 125, 132(f), 402(e)(3), 402(h) and 403(b), but excludes any compensation derived from equity awards.

Generally, an individual participant’s contribution was limited to $18,500 in 2018 and $18,000 in 2017. As a result of a plan amendment, effective April 1, 2016 participants are permitted to make after-tax contributions to the Plan.

Beginning January 1, 2018, when an eligible employee first becomes an eligible participant in the Plan, the employee is automatically deemed to enter into a salary reduction agreement providing for pretax contributions of 1% of the employee’s benefit compensation, starting on the first administratively practicable pay date. The contribution percentage will automatically increase by 1% on the first pay date in February after employee contributions start, unless the eligible employee elects to opt out of the salary reduction agreement. If the eligible participant has a salary reduction agreement in effect providing for employee pretax contributions at a rate less than 6%, the contribution percentage will automatically increase by 1% on the first practicable pay date in February each year, until the rate reaches 6%.

Employer matching contributions

After the eligible participant has completed one year of employment, the Company makes an employer matching contribution in an amount equal to 100% of the participant’s contributions that do not exceed 3% of compensation for the Plan year plus 50% of the participant’s contributions that exceed 3%, but do not exceed 6%, of compensation for the Plan year.

Catch-up contributions

A participant who has attained age 50 before the close of the respective Plan year is eligible to make additional unmatched catch-up contributions up to a maximum of $6,000 for each of 2018 and 2017.

Employer Retirement Accumulation Account contributions

For each Plan year, the Company will contribute on behalf of each eligible participant a percentage of each participant’s compensation.  An eligible participant is entitled to receive an RAA contribution if they (1) satisfy the Plan’s eligibility requirements; (2) are credited with at least 1,000 hours of service during the Plan year; (3) are an active employee of the Company on the last day of the Plan year; and (4) do not participate in the M&T defined benefit pension plan if hired prior to July 2, 2004, or if the eligible participant retired during the plan year.  The percentage contributed by the Company is based on the years of vesting service credited to the participant.  The RAA contribution will be made as soon as practicable after the close of the Plan year.  RAA contributions are invested in the available investment alternatives in the proportion elected by the participants.

Rollover contributions

Employees may also contribute amounts representing rollover distributions from other qualified defined contribution and benefit plans at any time during their employment.

10

M&T Bank Corporation Retirement Savings Plan

Notes to Financial Statements, continued

December 31, 2018 and 2017

Vesting

Participants’ accounts are at all times fully vested and nonforfeitable, with the exception of RAA contributions. Participants become fully vested in their RAA contributions after completion of five years of vesting service, death, or when normal retirement age is reached while employed by the Company. Normal retirement age is the later of age 65 and the fifth anniversary of the date you began participation in the Plan.  Participants vest in their RAA contributions as follows:

Vesting service	Vested percentage
Less than 2 years	0%
2 years	20%
3 years	40%
4 years	60%
5 years	100%

Forfeitures

Forfeitures represent the RAAs of participants who have terminated employment with the Company and do not have a 100% non-forfeitable right in their RAA. Forfeitures are used first to restore participant accounts that are required to be reinstated pursuant to the provisions of the Plan. At the discretion of the Administrative Committee, any remaining forfeitures may be used to reduce employer contributions (including RAA contributions).  Employer contributions were reduced by $520,000 and $715,000 from the forfeiture account during 2018 and 2017, respectively.  Unused balances of forfeited accounts were $119,524 and $114,485 at December 31, 2018 and 2017, respectively.

Investment programs

Participants may direct the investment of their plan balances in 1%increments in any of several investment alternatives, which include mutual funds, common trust funds and the common stock of M&T.

Participants may, in accordance with the rules of the Plan, transfer existing balances among the available investment alternatives and/or redirect their current contributions into different investment alternatives at any time. A participant may increase or decrease, at any time, the percentage of salary reduction elected, effective the first day of each payroll period.

Notes to participants

Participants may borrow from their account (other than the portion attributable to RAA contributions) an amount not to exceed the lesser of (1) 50% of the participant’s vested account balance as of the most recent valuation date or (2) $50,000 reduced by the participant’s highest outstanding loan balance in the twelve months prior to the date of loan origination.  The minimum loan amount is $1,000. A participant may have only one loan outstanding at any time. Loans bear interest at one percentage point above the prime rate published by The Wall Street Journal on the date the loan is processed. Loans are repaid in equal installments through after-tax payroll deductions for a period of up to five years, except for certain loans formerly associated with the Wilmington Trust Plan, which allowed loan terms greater than five years under certain circumstances.  Participants are charged a one-time $50administrative fee for each new loan processed, which is deducted from the loan proceeds and has been included in participant withdrawals in the statements of changes in net assets available for benefits.

11

M&T Bank Corporation Retirement Savings Plan

Notes to Financial Statements, continued

December 31, 2018 and 2017

Withdrawals and distributions

A participant undergoing financial hardship may make withdrawals from the Plan, subject to Plan limitations.  Upon termination of employment for any reason, participants are entitled to a distribution of the full amount of vested individual account balances as of the valuation date immediately following such termination of service.

Upon termination of employment, participants have the option of receiving distributions of amounts greater than $5,000 (excluding rollover contributions) in the form of a lump-sum payment or by rollover contribution to other qualified plans.  Participants also have the option to leave those amounts invested in the Plan. Mandatory distributions that exceed $1,000 but are less than $5,000 (excluding rollover contributions) are automatically rolled over into an individual retirement account unless otherwise directed by the participant.  Distributions equal to $1,000 or less are automatically made by lump-sum payment less the mandatory 20% federal income tax withholding, unless otherwise elected within 90 days following termination. The non-vested portion of a participant’s RAA is forfeited upon termination. The participant may also elect, upon termination of employment, to defer distribution of either the minimum required under Internal Revenue Code Section 401(a)(9) or the entire balance, until no later than April 1 of the calendar year following the year in which age 70½ is attained.  If a participant terminates employment after that date, distribution is made as soon as administratively practicable following termination of employment.

ESOP provisions

A participant entitled to a distribution who has directed some or all of their balance to be invested in common stock of M&T has the right to elect the distribution in the form of M&T common stock.  A participant may also elect to receive a distribution of dividends paid on shares of M&T common stock held in the Plan and allocated to the participant’s account.  Dividends will be distributed quarterly as soon as administratively practicable after the dividends are paid to the Plan.  If no election is made, dividends will be reinvested in the common stock of M&T.

12

M&T Bank Corporation Retirement Savings Plan

Notes to Financial Statements, continued

December 31, 2018 and 2017

2. Summary of significant accounting policies

Basis of accounting

The financial statements of the Plan are prepared under the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Use of estimates

The preparation of financial statements in conformity with US GAAP requires the Administrative Committee to make estimates and assumptions that affect the reported amounts of net assets and liabilities and changes therein.  Actual results could differ from those estimates.

Investment valuation and income recognition

Investments in common stock and mutual funds are reported at fair value.  Investments in the common trust funds are reported at Net Asset Value (“NAV”). Information on fair value measurements is provided in note 3.  Investment income of M&T common stock, the common trust funds and each mutual fund is allocated to participants based on their proportionate share of the net assets of the respective investment alternative. Interest income on loans to participants is allocated to participants based on their respective loan agreement.

Purchases and sales of securities are reflected on a trade-date basis.  Interest income is recorded on the accrual basis.  Dividend income is recorded on the ex-dividend date.

The Plan presents in the statements of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments, which consists of realized gains and losses and the change in unrealized appreciation (depreciation) on those investments.

Notes receivable from participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.  Delinquent participant loans are reclassified as distributions based upon the terms of the plan document.

Administrative expenses

The Plan’s expenses are paid by either the Plan or the Company, as provided by the Plan document. Expenses that are paid directly by the Company are excluded from these financial statements. In addition, certain investment-related expenses are included in net appreciation (depreciation) of fair value of investments presented in the accompanying statements of changes in net assets available for benefits. Fees related to the administration of notes receivable from participants are charged directly to the participant’s account and are reflected as a reduction in plan assets. Brokerage commissions for acquiring or selling securities are paid by the Plan.  The Plan incurred brokerage commissions in 2018 and 2017 totaling $2,708 and $6,042, respectively.  These amounts qualify as party-in-interest transactions and have been included in the statements of changes in net assets available for benefits in net appreciation (depreciation) in fair value of investments.

Payment of benefits

Benefits are recorded when paid.

13

M&T Bank Corporation Retirement Savings Plan

Notes to Financial Statements, continued

December 31, 2018 and 2017

3. Fair value measurements

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

•Level 1	Valuation is based on quoted prices in active markets for identical assets and liabilities.
•Level 2	Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.
•Level 3	Valuation is derived from model-based and other techniques in which at least one significant input is unobservable and which may be based on the Plan’s own estimates about the assumptions that market participants would use to value the asset or liability.

Assets and liabilities are classified within the fair value hierarchy based upon the lowest level classification of an input that is considered significant to the overall valuation.  In general, the valuation techniques used attempt to maximize the use of observable inputs and minimize the use of unobservable inputs.

The valuation methodologies described below may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  Furthermore, although the Administrative Committee believes the Plan’s valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the end of the Plan year.

The following is a description of the valuation methodologies used for assets measured at fair value:

• M&T Bank Corporation common stock is valued at the closing price reported on the active market on which the stock is traded.

• Mutual funds are valued at the daily closing prices as reported by the fund. Mutual funds held by the Plan are open-ended funds that are registered with the U.S. Securities and Exchange Commission. These funds are required to publish their daily NAV and transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

• Common trust funds are valued at the NAV of units of a bank collective trust.  The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value.  The NAV is based on the fair value of the underlying investments held by the fund less its liabilities.  This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different from the reported NAV.

14

M&T Bank Corporation Retirement Savings Plan

Notes to Financial Statements, continued

December 31, 2018 and 2017

The following tables present the Plan’s investments at December 31, 2018 and 2017 measured at estimated fair value on a recurring basis:

	At December 31, 2018
	Level 1		Level 2		Level 3		Total
M&T Bank Corporation     common stock	$	314,648,869		—		—	$	314,648,869
Mutual funds		1,290,358,863		—		—		1,290,358,863
Total	$	1,605,007,732		—		—	$	1,605,007,732
Investments measured     at NAV(a)								698,859,893
Investments at fair value							$	2,303,867,625
	At December 31, 2017
	Level 1		Level 2		Level 3		Total
M&T Bank Corporation     common stock	$	396,463,286		—		—	$	396,463,286
Mutual funds		1,387,161,956		—		—		1,387,161,956
Total	$	1,783,625,242		—		—	$	1,783,625,242
Investments measured     at NAV(a)								695,261,871
Investments at fair value							$	2,478,887,113

(a) In accordance with Subtopic 820-10 of ASU 2015-07, the common trust funds have not been classified in the Fair Value Hierarchy for the years ended December 31, 2018 and 2017. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statements of net assets available for benefits.

There were no transfers between levels of the fair value hierarchy during 2018 or 2017.  There were no Level 3 valuations during 2018 or 2017.

The Wilmington Stable Value Fund investment represents $236,228,378 and $224,312,445 of investments measured at NAV at December 31, 2018 and 2017, respectively. The NAV is based on the contract value of the underlying investments, and is the value at which participant transactions occur.  Participant transactions (purchases and sales) may occur daily in the Wilmington Stable Value Fund.  Were the Plan to initiate a full redemption of the Wilmington Stable Value Fund, the investment advisor reserves the right to temporarily delay withdrawal from the trust no earlier than sixty (60) days after such notice is provided, in order to ensure that securities liquidations will be carried out in an orderly business manner. The Wilmington Stable Value Fund had no unfunded commitments at December 31, 2018 or 2017.

15

M&T Bank Corporation Retirement Savings Plan

Notes to Financial Statements, continued

December 31, 2018 and 2017

The T. Rowe common trust fund investments represent $462,631,515 and $470,949,426 of investments measured at NAV at December 31, 2018 and December 31, 2017, respectively.  Participant transactions (purchases and sales) may occur daily in any of the T. Rowe common trust funds. Were the Plan to initiate a full redemption of any of the T. Rowe common trust funds, the investment advisor reserves the right to temporarily delay withdrawal from the trust no earlier than thirty (30) days after such notice is provided, in order to ensure that securities liquidations will be carried out in an orderly business manner. The T. Rowe common trust funds had no unfunded commitments at December 31, 2018 or 2017.

4. Risks and uncertainties

The Plan invests in various investment securities, which include mutual funds, common trust funds and the common stock of M&T.  Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility.  Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and such changes could materially affect the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.

The Plan has varying degrees of concentrations in investments, which exposes the Plan to additional risk of those investments experiencing a material change in value.

5. Income taxes

The Internal Revenue Service has determined and informed the Company by a letter dated November 22, 2016 that the Plan is designed in accordance with applicable sections of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan Administrator and the Plan’s tax counsel are of the opinion that changes in the Plan have not affected the tax-exempt status of the Plan and, accordingly, no provision has been made for income taxes.

US GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Administrative Committee has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2018 and 2017 there were no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements.

The tax years 2015-2018 remain subject to examination by federal and state authorities.

16

M&T Bank Corporation Retirement Savings Plan

Notes to Financial Statements, continued

December 31, 2018 and 2017

6. Related-party transactions

The Plan invests in shares of the common stock of M&T.  The Plan held 2,198,343 shares with a fair value of $314,648,869 and 2,318,634 shares with a fair value of $396,463,286 at December 31, 2018 and 2017, respectively. The plan received cash dividends of $7,521,093 and $6,786,373 on the common stock of M&T during 2018 and 2017, respectively.

Certain Plan investment alternatives totaling $959,323,007 and $1,024,555,515 at December 31, 2018 and 2017, respectively, represent shares of mutual funds and common trust funds that are advised by an entity related to T. Rowe.  T. Rowe serves as trustee and recordkeeper.  Wilmington Trust Investment Advisors, Inc. (“WTIA”) provides advisory services for Plan investments, which include Wilmington Trust Funds, as well as providing recommendations related to the investment alternatives offered by the Plan.  WTIA is a wholly owned subsidiary of M&T Bank, the Plan sponsor.  The Plan investments in Wilmington Trust Funds totaled $308,307,465 and $302,274,631 at December 31, 2018 and 2017, respectively.  The transactions described above qualify as party-in-interest transactions.  M&T Bank did not pay WTIA any fees on behalf of the Plan during 2018 and 2017. Fees paid by M&T Bank to T. Rowe in 2018 and 2017 were not material.

The Plan allows participants to take loans from their accounts in the Plan.  These notes receivable from participants qualify as party-in-interest transactions and totaled $29,681,472 and $29,002,471 at December 31, 2018 and 2017, respectively.

7. Contingencies

Habib, et al v. M&T Bank, M&T Bank Employee Benefits Committee, WTIA, WFMC, et al ( U.S. District Court, W.D.N.Y):  On May 11, 2016, one current and four former Plan participants commenced a putative class action naming M&T, M&T Bank, the Administrative Committee, WTIA, Wilmington Funds Management Corp., Wilmington Trust Corporation and various Administrative Committee members and directors as defendants (collectively, the “Defendants”).  The complaint alleges that M&T, board members, officers, the Administrative Committee and individual fiduciaries violated ERISA's fiduciary duties rules by: giving preference to M&T/Wilmington-affiliated  funds in the Plan, from which the Company earns fees; selecting other investment funds with high fees and expenses that reduced investment returns earned by participants; and retaining T. Rowe Price to administer the plan and offer T. Rowe Price funds in order to reduce M&T's costs of plan administration.  Plaintiffs allege that the Plan had between  15,000 and 18,000 participants during the relevant period, which is May 11, 2010 to the present.  Plaintiffs' seek unspecified damages, disgorgement of revenues received from the Plan, injunctive relief, interest and attorney fees.  A second, copycat, class action lawsuit, Allen v. M&T Bank, et al, was filed, asserting substantially similar allegations.  Lawyers for both sets of plaintiffs agreed to consolidate the two cases, and the Court approved the consolidation. Plaintiffs have served a consolidated complaint.  M&T filed a motion to dismiss portions of the complaint on October 10, 2017.  On September 11, 2018, the court issued a decision on M&T’s motion to dismiss, dismissing all claims against corporate entities, but allowing certain claims against the benefits committee and the directors to proceed.  The case is now in the discovery phase. On March 25, 2019, plaintiffs filed a motion for class certification, which Defendants opposed; the court will issue a decision on the motion at its convenience, but such motions are routinely granted.  Matters similar to these cases have been resolved through dismissal, summary judgment, settlement, or alterations to the Plan and/or its business practices.  The Defendants will defend these matters.

17

M&T Bank Corporation Retirement Savings Plan

Notes to Financial Statements, continued

December 31, 2018 and 2017

The Plan is subject in the normal course of business to various pending and threatened legal proceedings and other matters in which claims for monetary damages are asserted. On an on-going basis management, after consultation with legal counsel, assesses the Plan’s liabilities and contingencies in connection with such proceedings. The extent the pending or threatened litigation could result in exposure is not currently estimable. Although the Administrative Committee does not believe that the outcome of pending litigations will be material to the Plan’s assets available for benefits, it cannot rule out the possibility that such outcomes will be material to the statement of changes in net assets available for benefits for a particular reporting period in the future.

8. Subsequent events

The Company has evaluated the impact of subsequent events on these financial statements through the date of financial statement issuance, and noted no subsequent events requiring financial statement recognition or disclosure.

18

SUPPLEMENTAL

SCHEDULE

M&T Bank Corporation Retirement Savings Plan

EIN 16-0538020 Plan 004

Schedule H, Line 4i – Schedule of Assets (Held at December 31, 2018)

	Identity of issue, borrower, lessor, or
	similar party	Description of investment	Number of Shares		Current Value
Common stock
*	M&T Bank Corporation 1	Common Stock		2,198,343	$	314,648,869
Common trust funds
*	Wilmington Trust	Stable Value Fund		12,677,005		236,228,378
*	T. Rowe Price Associates, Inc.	Retirement 2010 Fund - Class B		1,086,429		16,198,654
*	T. Rowe Price Associates, Inc.	Retirement 2015 Fund - Class B		170,455		2,694,888
*	T. Rowe Price Associates, Inc.	Retirement 2020 Fund - Class B		5,487,059		91,414,399
*	T. Rowe Price Associates, Inc.	Retirement 2025 Fund - Class B		1,245,595		21,710,716
*	T. Rowe Price Associates, Inc.	Retirement 2030 Fund - Class B		7,748,801		140,485,768
*	T. Rowe Price Associates, Inc.	Retirement 2035 Fund - Class B		491,217		9,146,469
*	T. Rowe Price Associates, Inc.	Retirement 2040 Fund - Class B		7,075,087		134,072,906
*	T. Rowe Price Associates, Inc.	Retirement 2045 Fund - Class B		364,048		6,905,992
*	T. Rowe Price Associates, Inc.	Retirement 2050 Fund - Class B		338,754		6,422,784
*	T. Rowe Price Associates, Inc.	Retirement 2055 Fund - Class B		244,188		4,629,797
*	T. Rowe Price Associates, Inc.	Retirement 2060 Fund - Class B		260,381		3,168,836
*	T. Rowe Price Associates, Inc.	Retirement Balanced Fund - Class B		1,852,033		25,780,306
						698,859,893
Mutual fund investments
	Diamond Hill	Large Cap Fund		1,940,659		44,693,385
	Metropolitan West	Total Return Bond Fund Institutional		5,096,767		52,955,403
	Meridian	Small Cap Growth Fund Institutional		2,174,176		31,134,201
*	T. Rowe Price Associates, Inc.	Balanced Fund		10,842,072		231,911,917
*	T. Rowe Price Associates, Inc.	Growth Stock Fund		3,261,867		186,285,215
*	T. Rowe Price Associates, Inc.	Small-Cap Value Fund		1,969,746		78,494,360
	The Vanguard Group, Inc.	Institutional Index Fund		1,098,363		249,954,502
	The Vanguard Group, Inc.	Mid-Cap Index Fund Institutional Share		3,415,776		129,048,025
	The Vanguard Group, Inc.	Small-Cap Index Institutional		470,461		29,742,564
	The Vanguard Group, Inc.	Short-Term Bond Index Fund, Admiral		553,599		5,707,602
	The Vanguard Group, Inc.	Intermediate Term Bond Index Fund, Admiral		541,946		5,972,241
	The Vanguard Group, Inc.	Developed Markets Index Institutional		5,549,757		103,891,454
	The Vanguard Group, Inc.	Emerging Markets Stock Index Fund, Admiral		247,226		7,851,895
	The Vanguard Group, Inc.	High Dividend Yield Index Fund, Investor		1,963,634		60,637,012
*	Wilmington Trust	Broad Market Bond Fund		1,254,138		11,738,733
*	Wilmington Trust	Multi-Manager Real Asset Fund		486,599		6,466,903
*	Wilmington Trust	Intermediate-Term Bond Fund		1,656,583		15,969,463
*	Wilmington Trust	Multi-Manager International Fund		1,525,783		11,489,145
*	Wilmington Trust	Short-Term Corporate Bond Fund		2,673,567		26,414,843
						1,290,358,863
Loans to participants
*	Participant Loans Receivable	4.25% to 7.50%, fully secured by vested benefits,
		with maturities through 2035				29,681,472
		Total assets held for investment purposes			$	2,333,549,097
1	See note 6 of notes to financial statements.
*	Indicates that the identity of the party involved is a party-in-interest as defined in the Employee Retirement Income Security Act of 1974.

19