UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 10, 2012
M&T BANK CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
| 1-9861 | 16-0968385 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| One M&T Plaza, Buffalo, New York | 14203 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (716) 842-5445
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On September 10, 2012, representatives of M&T Bank Corporation (“M&T”) will deliver a presentation to analysts and investors at the Barclays Global Financial Services Conference in New York City. M&T’s presentation is scheduled to begin at 9:45 a.m. Eastern Time. A copy of this presentation is attached as Exhibit 99.
The information in this Form 8-K, including Exhibit 99 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of M&T under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Cautionary Statements Regarding Forward-Looking Information
This Current Report on Form 8-K contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving M&T’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.
On August 27, 2012, M&T Bank Corporation, a New York corporation (“M&T”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hudson City Bancorp, Inc., a Delaware corporation (“Hudson City”) and Wilmington Trust Corporation, a Delaware corporation and a wholly owned subsidiary of M&T (“WTC”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Hudson City will merge with and into WTC, with WTC continuing as the surviving entity (the “Merger”). In addition to factors previously disclosed in M&T’s reports filed with the SEC and those identified elsewhere in this filing, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the Merger, including approval by M&T and Hudson City shareholders, on the expected terms and schedule; delay in closing the Merger; difficulties and delays in integrating the M&T and Hudson City businesses or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of M&T products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.
- 2 -
Important Additional Information.
In connection with the Merger, M&T will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of M&T and Hudson City and a Prospectus of M&T, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS OF M&T AND HUDSON CITY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
A free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about M&T and Hudson City, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from M&T at www.mtb.com under the tab “About Us” and then under the heading “Investor Relations” or from Hudson City by accessing Hudson City’s website at www.hcsbonline.com under the heading “Investor Relations.” Copies of the Joint Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Investor Relations, One M&T Plaza, Buffalo, New York 14203, (716) 842-5445.
M&T and Hudson City and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of M&T and Hudson City in connection with the Merger. Information about the directors and executive officers of M&T and their ownership of M&T common stock is set forth in the proxy statement for M&T’s 2012 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 7, 2012. Information about the directors and executive officers of Hudson City and their ownership of Hudson City common stock is set forth in the proxy statement for Hudson City’s 2012 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 19, 2012. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Joint Proxy Statement/Prospectus regarding the Merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
||
| 99 | M&T Bank Corporation Presentation. | |
- 3 -
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 hereunto duly authorized.
| M&T BANK CORPORATION | ||||||
| Date: September 10, 2012 | By: | /s/ René F. Jones | ||||
| René F. Jones | ||||||
| Executive Vice President | ||||||
| and Chief Financial Officer | ||||||
- 4 -
EXHIBIT INDEX
| Exhibit No. |
||
| 99 | M&T Bank Corporation Presentation. Filed herewith. | |
- 5 -
 Barclays Global Financial Services Conference
September 10, 2012
Exhibit 99 |
 2
This
presentation
contains
forward
looking
statements
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995
giving M&T’s expectations or predictions of future financial or business
performance or conditions. Forward-looking statements are typically
identified by
words
such
as
“believe,”
“expect,”
“anticipate,”
“intend,”
“target,”
“estimate,”
“continue,”
“positions,”
“prospects”
or
“potential,”
by
future
conditional
verbs
such
as
“will,”
“would,”
“should,”
“could”
or
“may”,
or
by
variations
of
such
words
or
by
similar
expressions. These forward-looking statements are subject to numerous
assumptions, risks and uncertainties which change over time.
Forward-looking statements speak only as of the date they are made and we
assume no duty to update forward-looking statements. On August
27, 2012, M&T Bank Corporation, a New York corporation (“M&T”),
entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Hudson City Bancorp, Inc., a Delaware corporation (“Hudson City”) and Wilmington Trust Corporation, a
Delaware corporation and a wholly owned subsidiary of M&T (“WTC”).
The Merger Agreement provides that, upon the terms and subject to the
conditions set forth therein, Hudson City will merge with and into WTC, with WTC continuing as the surviving entity (the
“Merger”). In addition to factors previously disclosed in M&T’s
reports filed with the SEC and those identified elsewhere in this filing, the
following factors among others, could cause actual results to differ materially
from forward-looking statements or historical performance: ability to
obtain regulatory approvals and meet other closing conditions to the Merger, including approval by M&T and
Hudson City shareholders, on the expected terms and schedule; delay in closing the
Merger; difficulties and delays in integrating the M&T and Hudson City
businesses or fully realizing cost savings and other benefits; business disruption following the Merger; changes
in asset quality and credit risk; the inability to sustain revenue and earnings
growth; changes in interest rates and capital markets; inflation; customer
acceptance of M&T products and services; customer borrowing, repayment, investment and deposit practices;
customer disintermediation; the introduction, withdrawal, success and timing of
business initiatives; competitive conditions; the inability to realize cost
savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions
and divestitures; economic conditions; and the impact, extent and timing of
technological changes, capital management activities, and other actions of
the Federal Reserve Board and legislative and regulatory actions and reforms.
Annualized, pro forma, projected and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual results.
Disclaimer |
 3
Financial Update
Opportunity in Metropolitan NYC with Hudson City Bancorp
The M&T Bank Story
Today’s Agenda |
 4
Financial Update |
 5
Strong 2Q12 Earnings Results
Net Operating Income and Net Operating EPS are non-GAAP financial measures
(Excludes merger-related gains and expenses and amortization
expense
associated
with
intangible
assets
).
Refer
to
the
Appendix
for
a
reconciliation
between
these
measures
and
GAAP
GAAP
Earnings
2006
2007
2008
2009
2010
2011
1Q12
2Q12
Net Income ($MM)
839
654
556
380
736
859
206
233
EPS ($ per share)
7.37
5.95
5.01
2.89
5.69
6.35
1.50
1.71
Net
Operating
Earnings
Net Operating Income ($MM)
881
704
599
455
755
884
218
247
Net Operating EPS ($ per share)
7.73
6.40
5.39
3.54
5.84
6.55
1.59
1.82 |
 6
2Q12 Earnings Results (continued)
Continued strong linked-quarter loan / core deposit growth
EOP loans up 13% annualized
EOP core deposits up 14% annualized
Continued benefit from HSBC branch divestitures in Upstate NY
–
C&I loans up 18% annualized
–
Average core deposits up 15% annualized
Credit trends continue improvement, NPLs down to 1.54% of loans
Net interest margin expanded by 5bp to 3.74%
Wilmington Trust cost synergies driving improved efficiency
|
 7
Superior
pre-credit
earnings
Strong
credit
through
crisis
Focused
on returns
Consistent
capital
generation
(1)
The Efficiency Ratio and Pre-tax, Pre-provision Earnings are non-GAAP
financial measures. A reconciliation of GAAP to non-GAAP financial
measures is available in the appendix. The Efficiency Ratio reflects
non-interest expense (excluding amortization expense associated with
intangible assets and merger-related expenses) as a percentage of fully taxable
equivalent net interest income and non-interest revenues (excluding
gains or losses from securities transactions and merger-related gains).
(2)
Excludes merger-related gains and expenses and amortization expense associated
with intangible assets. Key Ratios
2006
2007
2008
2009
2010
2011
1Q12
2Q12
Net Interest Margin
3.70%
3.60%
3.38%
3.49%
3.84%
3.73%
3.69%
3.74%
Efficiency Ratio -
Tangible
(1)
51.51%
52.77%
54.35%
56.50%
53.71%
60.43%
61.09%
56.86%
Pre-tax,
Pre-provision
Earnings
($MM)
(1)
1,312
1,156
1,152
1,123
1,461
1,495
357
412
Allowance to Loans (As At)
1.51%
1.58%
1.61%
1.69%
1.74%
1.51%
1.49%
1.46%
Net Charge-Offs to Loans
0.16%
0.26%
0.78%
1.01%
0.67%
0.47%
0.32%
0.34%
Net Operating Return on
Tangible Assets
(2)
1.67%
1.27%
0.97%
0.71%
1.17%
1.26%
1.18%
1.30%
Tangible Common Equity
(2)
29.55%
22.58%
19.63%
13.42%
18.95%
17.96%
16.79%
18.54%
Common Equity to Assets -
Tangible
5.84%
5.01%
4.59%
5.13%
6.19%
6.40%
6.51%
6.65%
Tier 1 Common Capital Ratio
6.42%
5.62%
6.08%
5.66%
6.51%
6.86%
7.04%
7.15%
Tier 1 Capital Ratio
7.74%
6.84%
8.83%
8.59%
9.47%
9.68%
9.85%
9.92%
Total Capital Ratio
11.78%
11.18%
12.83%
12.30%
13.08%
13.26%
13.43%
13.29%
Leverage Ratio
7.20%
6.59%
8.35%
8.43%
9.33%
9.28%
9.53%
9.49%
TBV per Share
28.57
27.98
25.94
28.27
33.26
37.79
38.89
40.52 |
 8
Total
Commercial, finance, leasing, etc.
1,217
$
Commercial real estate
3,222
Residential real estate
814
Consumer
1,835
Total
7,088
$
Carrying Amount of Purchased Loan Portfolio as of June 30, 2012
Accretable Difference Rollforward
1
Disclosures on Acquired Loans in 10-K & 10-Q
($ millions)
2011
1Q12
2Q12
Balance at beginning of period
457
$
839
$
770
$
Additions
688
-
-
Interest income
(295)
(81)
(90)
Reclassified from (to) nonaccretable balance, net
11
0
140
Other
(22)
12
(31)
Balance at end of period
839
$
770
$
789
$
($ millions)
(1) As disclosed in M&T Bank’s 2011 SEC Form 10-K (page
117), 1Q12 SEC Form 10-Q (page 14), and 2Q12 SEC Form 10-Q (page 15) |
 9
51.53%
61.09%
56.86%
57.78%
65.02%
65.15%
45%
50%
55%
60%
65%
70%
'01
'02
'03
'04
'05
'06
'07
'08
'09
'10
'11
1Q12
2Q12
MTB
Peer Median
Efficiency Ratio
The Efficiency Ratio is a non-GAAP financial measure. M&T’s Efficiency
Ratio reflects non-interest expense (excluding amortization expense
associated with intangible assets and merger-related expenses) as a percentage
of fully taxable equivalent net interest income and non-interest
revenues (excluding gains from securities transactions and merger-related
gains). Refer to the Appendix for a reconciliation of the Efficiency Ratio
with GAAP.
All Peer bank data as noted by SNL Financial; non-recurring income/expenses
excluded from efficiency ratio as noted by SNL. Wilmington Trust cost synergies
help to mitigate increased environment costs |
 10
Sold to third-party investors in two series:
•
Series A -
$230mm –
remainder of $600mm issued by M&T in Dec 2008
•
Series C -
$151.5mm –
issued by Provident Bankshares in Nov 2008
Modified certain terms of the two series
1
:
•
Modify dividend at step-up to 6 3/8%, Fixed for Life (previously 9%)
•
Conform step-up date of the two series to November 2013
•
NC 5 years from step-up
No change to M&T’s capital ratios; continues to qualify as Tier 1
capital Public Offering of M&T’s TARP Preferred Stock by US
Treasury (1) Step-up modification change subject to approval
at next Meeting of Shareholders |
 11
Opportunity in Metropolitan NYC with
Hudson City Bancorp |
 12
Hudson City Merger: Accretive to Earnings & Capital
1. Preliminary estimate based on Federal Reserve Basel III and Standardized
Approach NPRs dated June 7, 2012. Accretive to
Capital
Tier
1
Common
ratio
8.25%
-
8.50%
pro
forma
at
closing
Immediate
30
-
40
bps
benefit
to
Tier
1
common
ratio
Comparable
benefit
under
recent
Basel
III
proposals
(1)
Improves tangible capital generation
Financially
Attractive
IRR of 18%+
Accretive to earnings in 2013; high single-digit EPS accretion by 2014
Attractive
Returns
10% accretive to tangible book value per share
Improves return on tangible equity
Enhanced
Risk Profile
Hudson City’s wholesale borrowings and securities restructured
post-closing –
Mitigates interest rate risk; immediately enhances earnings
Combines two institutions with superior credit performance
Extends M&T’s
Community
Banking
Franchise
Hudson City’s retail network + M&T’s full commercial banking product
suite Expanded presence throughout attractive metro New York / New Jersey
region Increased access to broad base of middle-market / small
businesses |
 13
M&T’s Commercial Portfolio and Infrastructure in HCBK’s Markets
Hudson City Markets
($ in billions)
NYC Market
Philadelphia
NJ
Tarrytown
Long Island
Total
Loans
$7.6
$2.4
$0.4
$1.9
$0.4
$12.7
Deposits
$2.1
$1.0
$0.1
$0.9
$0.8
$4.9
Cmcl. Rel. Mgrs / Lenders
39
30
14
17
9
109
M&T’s regional teams have successfully expanded its lending portfolio
within these regions despite a limited branch network
Established commercial lending presence would be augmented by expanded branch
network ($ in billions)
M&T’s Commercial Loans in Hudson City’s Footprint
Opportunity to
make these regions
self-funded
M&T’s Current Total Loans & Deposits in Selected Regions
$1.4
$1.7
$1.9
$2.1
$2.3
$2.5
$0.0
$0.5
$1.0
$1.5
$2.0
$2.5
$3.0
2007
2008
2009
2010
2011
Jun-12 |
 14
Summary of Key Terms
Consideration:
Consideration per
Share: Value fixed at 0.08403 M&T shares
Consideration Mix:
60% stock, 40% cash
Total Value at Announcement
(1)
:
$7.22 per share, or $3.7 billion
0.8x tangible book value
Due Diligence:
Comprehensive review, including loans, securities, and borrowings
Synergies and Expenses:
24% operating cost savings –
driven by redundant outsourced operations
No near-term revenue synergies assumed, but anticipated
$223 million in merger-related charges; $120 million through income statement
(pre-tax) Expected Closing:
Second quarter of 2013
Required Approvals:
Approval of Hudson City and M&T shareholders
Customary Regulatory approvals
Board Representation:
Ronald
E.
Hermance,
Jr.,
Chairman
and
CEO
of
Hudson
City
to
join
M&T’s
Board
of
Directors
1.
Based on M&T’s closing price of $85.87 on 8/24/2012
|
 15
Disposition of Investment
Securities & Expected Pre-closing
run off of Mortgage Portfolio
Restructuring Deleverages Balance Sheet and Improves Liquidity
Total = $44 B
Total = $28 B
Hudson City Assets
Hudson City Liabilities & Equity
Total = $44 B
Total = $28 B
Repayment of
Borrowings
Unwind
high
cost
FHLB
and
repo
borrowings
–
Q2’12
borrowing
cost
4.20%
Including
fair
value
adjustments
($2.5
billion),
M&T
would
retire
$15.4
billion
of
Hudson
City’s
long-term
debt
Prepayment to be funded by liquidating Hudson City’s investment securities
portfolio (Q2’12 yield = 2.66%), cash equivalents and FHLB stock
Balance sheet reduction results in a de-risked balance sheet comprised of
residential mortgages funded with core deposits
28.3
25.9
2.0
1.7
13.3
$-
$10
$20
$30
$40
$50
6/30/2012
Post -Restructure
At Close
Investment securities
Other assets
Loans
4.7
2.2
24.6
23.6
0.9
1.8
13.4
$-
$10
$20
$30
$40
$50
6/30/2012
Post -Restructure
At Close
FHLB/Repo Borrowings
Other liabilities
Deposits
Common equity |
 16
Loan Credit Marks
Extensive due diligence by M&T, including detailed on-site loan-level
file reviews
Favorable underwriting characteristics
–
Original LTV: 68%
–
Average current FICO: 730
~80% of loans in Hudson City’s core Tri-State footprint (NJ, NY, CT)
–
<0.25% of portfolio in “sunshine”
states
Small commercial portfolio of 109 loans; Only 12 loans > $1 million
with the largest loan balance of $6 million
Portfolio Review
1. Includes AZ, CA, FL, GA, NV
Favorable residential mortgage portfolio characteristics
mitigate credit risk exposure
Granular loan portfolio : 69,937 loans, Only 9 loans > $3 million
and 161 loans > $2 million
Estimated credit mark of $433
million
–
~1.5% of total loans
Represents >6 years of Hudson
City’s annualized YTD 6/30/12 net
charge-offs |
 17
Commercial real estate (CRE) would comprise smaller share of M&T’s pro
forma loan portfolio Acquired
residential
mortgage
portfolio
is
expected
to
run
off
quickly
–
historical
annual
pay
down
of
20-23%
Approximately 40% of the combined company’s loan portfolio marked to fair
value Diversified and De-Risked Loan Portfolio
Source: Regulatory Filings
Note: Owner Occupied CRE is included in C&I segment, as the repayment
source for these loans are cash flow from operations rather than the real
estate. Loan Portfolio Breakdown ($ millions)
$
%
$
%
$
%
Loans
CRE
17,877
29%
34
0%
17,911
19%
C&I (Incl. Owner Occupied CRE)
23,470
37%
20
0%
23,490
26%
Residential Mortgage
10,012
16%
27,965
99%
37,977
42%
Home Equity
6,253
10%
243
1%
6,496
7%
Other Consumer
5,239
8%
22
0%
5,261
6%
Total
62,851
28,284
91,135
% of Portfolio Marked
11%
39%
M&T Bank (6/30/2012)
Hudson City (6/30/2012)
Pro Forma (6/30/2012)
Transaction would mitigate Hudson City’s residential mortgage monoline focus,
resulting in a more diversified loan portfolio |
 18
Low Integration Risk
Extensive prior integration experience: 23 acquisitions in last 25 years
Demonstrated success in previous thrift conversions to M&T commercial banking
model (East NY, Empire, Goldome, OnBanc, Partners Trust)
Established presence and operating experience in Hudson City’s markets
Strong M&T management team and organization already in place in Hudson
City’s markets Hudson City’s monoline residential
mortgage-focused business model streamlines integration Active
involvement of Hudson City’s long-tenured management team
Hudson
City’s
core
operating
systems
outsourced
–
minimizes
systems
integration
complexities
M&T will leverage its extensive integration experience, which includes
integration of institutions significantly more complex than Hudson City
|
 19
M&T Integration Approach and Experience
Transaction
Announcement
Date
Closing
Date
Conversion
Date
Allfirst
9/26/02
4/1/03
7/4/03
Citibank Branches
4/25/06
6/30/06
Simultaneous
Partners Trust
7/19/07
11/30/07
Simultaneous
Provident
12/19/08
5/23/09
Simultaneous
Wilmington
11/1/10
5/16/11
8/27/11
Integration
Timeline
–
Recent
M&T
Acquisitions
Our commitment to seamless merger and integration activity is practiced and
refined. The following are staples of our approach:
For our 70 most senior people, the
Wilmington Trust merger was on
average,
the
12th
such
deal
on
which
they’ve worked
13 senior M&T executives have
worked on all 23 acquisitions
undertaken in the past 25 years
Placement of
M&T’s management
in new markets
Significant commitment
on the part of thousands
of back office and front
line employees who
touch each component
of the customer
experience
M&T has
demonstrated a
consistent ability to
efficiently integrate
transactions –
simultaneous close
and conversion |
 20
2008-2013 Expanding the Franchise in a shareholder friendly manner
Compact geography compatible with M&T’s hands-on management
Radius = 230 miles
2008 M&T Bank –
Pre Provident
2013 Proforma –
M&T & Hudson City
Radius = 203 miles |
 21
The M&T Bank Story |
 22
Top 20 US-based full-service commercial
bank holding company by assets and Top
15 by market cap
Founded in 1856
$81 billion total assets
735 domestic branches and more than
2,000 ATMs
15,223 employees located in New York,
Maryland, Pennsylvania, Washington,
D.C., Virginia, West Virginia and Delaware
Over 2 million consumer/retail household
customers
208,000 commercial customers
As of 06/30/12
M&T Bank Corporate Profile |
 23
M&T: A “Super-Community Bank”
We provide banking services in communities where we live
and work
We focus on carefully underwritten lending, based on local
knowledge
We take a prudent approach to acquisitions –
we grow when
and where it makes sense
We view our long-tenured and engaged employees as key to
our success
The result is a history of above-average shareholder returns
Our approach is simple: |
 24
Commitment to Our Communities
Charitable Giving
Donated more than $147 million to community-based organizations over the past
10 years Community Investment
Earned highest possible Community Reinvestment Act rating on every exam since
1982 Volunteerism
In the first half of 2012, over 3,600 M&T employees reported volunteering
their time with over 1,200 community and not-for-profit
organizations, logging more than 30,000 volunteer hours Consistent and
Conservative Lending Winner of 14 2011 Greenwich Excellence Awards for small
business banking #1 SBA lender in core Mid-Atlantic markets of
Baltimore, Wilmington, Washington, DC and Philadelphia and Upstate New York
markets of Binghamton, Buffalo, Syracuse and Rochester – ranked 6
th
nationally |
 25
#1 Small Business Administration
Lender in:
Baltimore
Binghamton
Buffalo
Philadelphia
Rochester
Syracuse
Washington, DC
Wilmington
Ranked
6
th
Nationally
Ranked
3
rd
in
Eastern
U.S.
#1 market share for lead bank
relationships
among
middle
market
clients
in:
(1)
Baltimore
Binghamton
Buffalo
Harrisburg
Northern Pennsylvania
Rochester
Syracuse
State of Maryland overall
State of Delaware overall
(1)
Independent
3
rd
party
market
research
(2)
Reflects in-market deposits only
#1 or #2 deposit market share
in 8 of top 10 communities:
#2 in Baltimore
#1 in Binghamton
#1 in Buffalo
#2 in Harrisburg
#2 in Rochester
#1 in Syracuse
#1 Wilmington / State of Delaware
(2)
#1 in York
Strong Presence In Our Communities
We lend in the markets where we live and work to people and enterprises whom we
know |
 26
M&T
has
been
profitable
in
every
quarter
of
the
last
36
years
–
144
consecutive
quarters
Since 1983, when Chairman Robert Wilmers came to M&T, achieved compound
annual growth in operating earnings per share of 17%
M&T is the only commercial bank in S&P 500 not to cut dividend and execute
dilutive equity offering during the financial crisis
Over
16%
annualized
total
return
to
shareholders from 1983 through 6/30/12
22
nd
highest
annual
total
return
to
shareholders among the universe of 687 US-
based stocks that have traded continuously
since 1980
M&T’s
stock
has
outperformed
the
S&P
Bank
Index
by
18%,
37%
and
47%
over
the
3-,
5-,
and
10-year
periods
ending
6/30/12
Highest
stock
price
appreciation
among
100
largest
banks
in
1983,
of
which
only
23
remain
today
A History of Above-Average Shareholder Returns
Our “super-community bank”
model is validated through our long-term results |
 Barclays Global Financial Services Conference
September 10, 2012 |
 Appendix |
 29
For FY2012, expect NIM lower than FY2011’s 3.73%
•
Expect growth in net interest income throughout 2012
Loan growth remains steady; usual seasonal slowdown in floor plan
activity in 3Q12
Mortgage banking activity remains strong
Expect continued improvement in the non-accrual and criticized loan
ratios
•
Net charge-offs remain stable
Expect
expenses
will
be
well
controlled
through
the
remainder
of
the
year.
•
No further Wilmington merger-related expenses.
Outlook Consistent with Remarks on July earnings call |
 30
51.5%
60.4%
46.0%
48.0%
50.0%
52.0%
54.0%
56.0%
58.0%
60.0%
62.0%
MTB Efficiency
Ratio - 2006
Elevated Credit
Cycle Expenses
Higher FDIC
Expenses
Lower Revenue
from Reg E &
Durbin
Wilmington Trust
Impact
MTB Efficiency
Ratio - 2011
Efficiency
Ratio
reflects
non-interest
expense
(excluding
amortization
expense
associated
with
intangible
assets,
merger-related
expenses
and
other
non-recurring expenses) as a percentage of fully taxable equivalent net
interest income and non-interest revenues (excluding gains from securities
transactions and merger-related gains).
Estimated
Drivers
of
M&T’s
Increased
Efficiency
Ratio:
2006
-
2011
1.5 –
2.0%
2.5 –
3.0%
1.0 –
1.5%
2.5 –
3.0%
Drivers of Increase in Efficiency Ratio 2006 -
2011 |
 31
Reconciliation of GAAP and Non-GAAP Measures
Net Income
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
1Q12
2Q12
$'s in millions
Net income
$268.2
$353.1
$456.7
$573.9
$722.5
$782.2
$839.2
$654.3
$555.9
$379.9
$736.2
$859.5
$206.5
$233.4
Intangible amortization*
56.1
99.4
32.5
47.8
46.1
34.7
38.5
40.5
40.5
39.0
35.3
37.6
10.2
9.7
Merger-related items*
16.4
4.8
-
39.2
-
-
3.0
9.1
2.2
36.5
(16.3)
(12.8)
1.7
4.3
Net operating income
$340.7
$457.3
$489.2
$660.9
$768.6
$816.9
$880.7
$703.8
$598.6
$455.4
$755.2
$884.3
$218.4
$247.4
Pre-Tax, Pre-Provision
Income
Net Income for EPS
$268.2
$353.1
$456.8
$573.9
$722.5
$782.2
$839.2
$654.3
$555.1
$332.0
$675.9
$781.8
$188.2
$214.7
Preferred Div., Amort. of Pref. Stock
& Unvested Stock Awards
$0.0
$0.0
$0.0
$0.0
$0.0
$0.0
$0.0
$0.0
$0.8
$47.9
$60.3
$77.7
$18.2
$18.7
Income Taxes
$154.1
$198.5
$219.1
$276.8
$344.0
$388.7
$392.4
$309.2
$183.9
$139.4
$356.6
$365.1
$102.0
$118.8
GAAP Pre-tax Income
$422.3
$551.6
$675.9
$850.7
$1,066.5
$1,170.9
$1,231.6
$963.5
$739.8
$519.3
$1,092.8
$1,224.6
$308.4
$352.2
Provision for credit losses
38.0
103.5
122.0
131.0
95.0
88.0
80.0
192.0
412.0
604.0
368.0
270.0
49.0
60.0
Pre-Tax, Pre-Provision Income
$460.3
$655.1
$797.9
$981.7
$1,161.5
$1,258.9
$1,311.6
$1,155.5
$1,151.8
$1,123.3
$1,460.8
$1,494.6
$357.4
$412.2
Earnings Per Share
Diluted earnings per share
$3.24
$3.58
$4.78
$4.95
$6.00
$6.73
$7.37
$5.95
$5.01
$2.89
$5.69
$6.35
$1.50
$1.71
Intangible amortization*
0.67
1.00
0.34
0.41
0.38
0.30
0.33
0.37
0.36
0.34
0.29
0.31
0.08
0.08
Merger-related items*
0.20
0.05
-
0.34
-
-
0.03
0.08
0.02
0.31
(0.14)
(0.10)
0.01
0.03
Diluted net operating
earnings per share
$4.11
$4.63
$5.12
$5.70
$6.38
$7.03
$7.73
$6.40
$5.39
$3.54
$5.84
$6.55
$1.59
$1.82
Efficiency Ratio
$'s in millions
Non-interest expenses
$718.6
$980.6
$961.6
$1,448.2
$1,516.0
$1,485.1
$1,551.7
$1,627.7
$1,727.0
$1,980.6
$1,914.8
$2,478.1
$639.7
$627.4
less: intangible amortization
69.6
121.7
51.5
78.2
75.4
56.8
63.0
66.5
66.6
64.3
58.1
61.6
16.8
15.9
less: merger-related expenses
26.0
8.0
-
60.4
-
-
5.0
14.9
3.5
89.2
0.8
83.7
2.7
7.2
Non-interest operating expenses
$623.0
$850.9
$910.1
$1,309.6
$1,440.6
$1,428.3
$1,483.7
$1,546.3
$1,656.8
$1,827.2
$1,856.0
$2,332.8
$620.2
$604.3
Tax equivalent revenues
$1,189.4
$1,653.3
$1,773.6
$2,446.2
$2,694.9
$2,761.3
$2,883.1
$2,804.1
$2,900.6
$3,125.7
$3,399.6
$3,998.6
$1,003.8
$1,046.3
less: gain/(loss) on sale of securities
(3.1)
1.9
(0.6)
2.5
2.9
1.2
2.6
1.2
34.4
1.2
2.8
150.2
0.05
(0.4)
less: net OTTI losses recognized
-
-
-
-
-
(29.4)
-
(127.3)
(182.2)
(138.3)
(86.3)
(77.0)
(11.5)
(16.2)
less: merger-related gains
-
-
-
-
-
-
-
-
-
29.1
27.5
64.9
-
-
Denominator for efficiency ratio
$1,192.5
$1,651.4
$1,774.2
$2,443.7
$2,692.0
$2,789.5
$2,880.5
$2,930.2
$3,048.4
$3,233.7
$3,455.6
$3,860.5
$1,015.3
$1,062.9
Net operating efficiency ratio
52.3%
51.5%
51.3%
53.6%
53.5%
51.2%
51.5%
52.8%
54.4%
56.5%
53.7%
60.4%
61.1%
56.9%
*Net of tax |
 32
Reconciliation of GAAP and Non-GAAP Measures
Average Assets
2006
2007
2008
2009
2010
2011
1Q12
2Q12
$'s in millions
Average assets
55,839
$
58,545
$
65,132
$
67,472
$
68,380
$
73,977
$
78,026
$
80,087
$
Goodwill
(2,908)
(2,933)
(3,193)
(3,393)
(3,525)
(3,525)
(3,525)
(3,525)
Core deposit and other
intangible assets
(191)
(221)
(214)
(191)
(153)
(168)
(168)
(151)
Deferred taxes
38
24
30
33
29
43
48
44
Average tangible assets
52,778
$
55,415
$
61,755
$
63,921
$
64,731
$
70,327
$
74,381
$
76,455
$
Average Common Equity
$'s in millions
Average common equity
6,041
$
6,247
$
6,423
$
6,616
$
7,367
$
8,207
$
8,510
$
8,668
$
Goodwill
(2,908)
(2,933)
(3,193)
(3,393)
(3,525)
(3,525)
(3,525)
(3,525)
Core deposit and other
intangible assets
(191)
(221)
(214)
(191)
(153)
(168)
(168)
(151)
Deferred taxes
38
24
30
33
29
43
48
44
Average tangible common equity
2,980
$
3,117
$
3,046
$
3,065
$
3,718
$
4,557
$
4,865
$
5,036
$ |
 33
Important Additional Information
In connection with the Merger, M&T Bank Corporation (“M&T”) will
file with the U.S. Securities and Exchange Commission (the “SEC”)
a Registration Statement on Form S-4 that will include a Joint Proxy Statement of M&T and Hudson City
Bancorp, Inc. (“Hudson City”) and a Prospectus of M&T, as well as
other relevant documents concerning the proposed transaction. SHAREHOLDERS
OF M&T AND HUDSON CITY ARE URGED TO READ THE REGISTRATION STATEMENT AND
THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. A free copy of the Joint Proxy Statement/Prospectus,
as well as other filings containing information about M&T and Hudson
City, may be obtained at the SEC’s Internet site (http://www.sec.gov). You
will also be able to obtain these documents, free of charge, from M&T at
www.mtb.com under the tab “About Us” and then under the heading
“Investor Relations” and then
under “SEC Filings”
or from Hudson City by accessing Hudson City’s website at www.hcsbonline.com
under the heading “Investor Relations.”
Copies of the Joint Proxy Statement/Prospectus can also be obtained, free of
charge, by directing a request to Investor Relations, One M&T Plaza,
Buffalo, New York 14203, (716) 842-5445. M&T and Hudson City and
certain of their directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of M&T
and Hudson City in connection with the Merger. Information about the
directors and executive officers of M&T and their ownership of M&T common
stock is set forth in the proxy statement for M&T’s 2012 annual
meeting of shareholders, as filed with the SEC on Schedule 14A on March 7, 2012. Information about
the directors and executive officers of Hudson City and their ownership of Hudson
City common stock is set forth in the proxy statement for Hudson City’s
2012 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March
19, 2012. Additional information regarding the interests of those participants and
other persons who may be deemed participants in the transaction may be
obtained by reading the Joint Proxy Statement/Prospectus regarding the Merger
when it becomes available. Free copies of this document may be obtained as
described in the preceding paragraph. |