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8-K

 

 

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): November 2, 2012

 

 

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

New York   1-9861   16-0968385

(State or other jurisdiction

of incorporation)

  

(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 November 2, 2012, representatives of M&T Bank Corporation (“M&T”) will deliver a presentation to analysts and investors at the BancAnalysts Association of Boston Conference in Boston, Massachusetts. M&T’s presentation is scheduled to begin at 9:00 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 filed with the SEC on October 15, 2012 a Registration Statement on Form S-4 that includes a Joint Proxy Statement of M&T and Hudson City and a preliminary Prospectus of M&T (together with the Joint Proxy Statement, as amended, the “Joint Proxy Statement/Prospectus”), 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 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 are also 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. 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: November 2, 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 -

EX-99
BancAnalysts Association of Boston Conference
November 2, 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
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
728 domestic branches and more than
2,000 ATMs
14,967 employees located in New York,
Maryland, Pennsylvania, Washington,
D.C., Virginia, West Virginia and Delaware
Over 2 million consumer/retail household
customers
207,000 commercial customers
As of 09/30/12
M&T Bank Corporate Profile

4
Financial Update
Outlook / Hudson City
Overview of M&T Bank
Today’s Agenda

5
Financial Update

6
Strong 3Q12 Earnings Results
GAAP Earnings
2006
2007
2008
2009
2010
2011
1Q12
2Q12
3Q12
Net Income ($MM)
839
654
556
380
736
859
206
233
293
EPS ($ per share)
7.37
5.95
5.01
2.89
5.69
6.35
1.50
1.71
2.17
Net
Operating
Earnings
Net Operating Income ($MM)
881
704
599
455
755
884
218
247
302
Net Operating EPS ($ per share)
7.73
6.40
5.39
3.54
5.84
6.55
1.59
1.82
2.24
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.

7
Strong
3Q12
Earnings
Results
(continued)
Average loans up 10%
annualized from 2Q12
•
Includes 10%
annualized growth in C&I loans
•
Residential real estate loans up by $1.1 billion
End-of-period loans up 8%
annualized from 2Q12
Average
core
deposits
increased
an
annualized
9%
from
2Q12

8
Key Ratios
Superior  
pre-credit
earnings
Strong
credit
through
crisis
Focused
on returns
Consistent
capital
generation
2006
2007
2008
2009
2010
2011
1Q12
2Q12
3Q12
Net Interest Margin
3.70%
3.60%
3.38%
3.49%
3.84%
3.73%
3.69%
3.74%
3.77%
3.73%
Efficiency Ratio -
Tangible
(1)
51.51%
52.77%
54.35%
56.50%
53.71%
60.43%
61.09%
56.86%
53.73%
57.11%
Pre-tax, Pre-provision Earnings ($MM)
(1)
1,312
1,156
1,152
1,123
1,461
1,495
357
412
492
1,262
Allowance to Loans (As At)
1.51%
1.58%
1.61%
1.69%
1.74%
1.51%
1.49%
1.46%
1.44%
1.44%
Net Charge-Offs to Loans
0.16%
0.26%
0.78%
1.01%
0.67%
0.47%
0.32%
0.34%
0.26%
0.31%
Net Operating Return on
Tangible Assets
(2)
1.67%
1.27%
0.97%
0.71%
1.17%
1.26%
1.18%
1.30%
1.56%
1.35%
Tangible Common Equity
(2)
29.55%
22.58%
19.63%
13.42%
18.95%
17.96%
16.79%
18.54%
21.53%
19.03%
Common Equity to Assets -
Tangible
5.84%
5.01%
4.59%
5.13%
6.19%
6.40%
6.51%
6.65%
7.04%
[3]
7.04%
[3]
Tier 1 Common Capital Ratio
6.42%
5.62%
6.08%
5.66%
6.51%
6.86%
7.04%
7.15%
7.47%
[3]
7.47%
[3]
Tier 1 Capital Ratio
7.74%
6.84%
8.83%
8.59%
9.47%
9.68%
9.85%
9.92%
10.22%
[3]
10.22%
[3]
Total Capital Ratio
11.78%
11.18%
12.83%
12.30%
13.08%
13.26%
13.43%
13.29%
13.56%
[3]
13.56%
[3]
Leverage Ratio
7.20%
6.59%
8.35%
8.43%
9.33%
9.28%
9.53%
9.49%
9.82%
[3]
9.82%
[3]
TBV per Share
28.57
27.98
25.94
28.27
33.26
37.79
38.89
40.52
42.80
42.80
3Q'12 YTD
(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.
(3)
Preliminary estimates.  Capital ratio estimates are preliminary until Q3 2012 FRY9C report is filed.

9
M&T Faring Well Against Industry Headwinds
Loan growth
H8 growth -
slow to moderate; M&T aided by Upstate NY
opportunity
Net interest
margin
NIM pressures persist; M&T stable
Fee revenue
Refi-driven mortgage strength; M&T benefiting from
Wilmington Trust & mortgage servicing
Credit
Stabilizing; M&T stable at lower level
Expenses
Regulatory headwinds; M&T benefiting from Wilmington
Trust merger synergies
Capital
Industry capital at high level via share issuance; M&T
building capital through earnings

10
Offsets to Margin Pressures from Low Rates
4.23
4.01
3.59
3.58
3.52
3.54
3.0
3.5
4.0
4.5
'01
'02
'03
'04
'05
'06
'07
'08
'09
'10
'11
1Q'12
2Q'12
3Q'12
MTB
Peer Median
3.73
3.69
3.74
3.77

11
Carrying Amount of Purchased Loan Portfolio as of September 30, 2012
Accretable Difference Rollforward
1
Disclosures on Acquired Loans in 10-K & 10-Q
(1)   As disclosed in M&T Bank’s 2011 SEC Form 10-K (page 117), 1Q12 SEC Form 10-Q (page 14), 2Q12 SEC Form 10-Q (page 15), and
3Q12 SEC Form 10-Q (when filed ).
($ millions)
Total
Commercial, financial, leasing, etc.
977
$      
Commercial real estate
2,963
     
Residential real estate
743
        
Consumer
1,700
     
Total
6,383
$   
($ millions)
2011
1Q12
2Q12
3Q12
Balance at beginning of period
457
$       
839
$       
770
$       
789
$       
Additions
688
         
-
          
-
          
-
          
Interest Income
(295)
        
(81)
          
(90)
          
(87)
          
Reclassified from (to) nonaccretable balance, net
11
           
-
          
140
         
-
          
Other
(22)
          
12
           
(31)
          
1
             
Balance at end of period
839
$       
770
$       
789
$       
703
$       

12
Wilmington Trust & Near-term Mortgage Strength Bolster Fees
•
Significant increase
in contribution from
Trust/Investments
•
Reduces reliance  
on businesses   
facing regulatory
reform headwinds
1Q11
3Q11
Note: Data reflects M&T’s reported fee income excluding securities gains/losses.
Components of Fee Income
Fee Income % of Total Revenue, QTD 9/30/12
Note:
Data
reflects
M&T’s
reported
operating
results;
Peer
data
excludes
securities
gains/losses
and
non-recurring
income
per
SNL
Financial
3Q12
38%
15%
32%
Trust and Wealth
Management
Service Fees
Mortgage
Other
34%
32%
10%
24%
29%
25%
24%
22%
15%
41%
38%
34%
-10%
0%
10%
20%
30%
40%
50%
60%
Peer 1
Peer 2
MTB
Peer 3
Peer 4
Peer 5
MTB
Peer 6
MTB
Peer 7
Peer 8
Peer 9
Peer 10
Peer 11

13
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 / mortgage strength
mitigate increased environment costs
51.53%
61.09%
56.86%
57.78%
65.02%
65.32%
62.70%
45%
50%
55%
60%
65%
70%
'01
'02
'03
'04
'05
'06
'07
'08
'09
'10
'11
1Q12
2Q12
3Q12
MTB
Peer Median
53.73%

14
1178%
437%
434%
409%
408%
364%
350%
309%
303%
219%
184%
98%
Peer Median 357%
0%
200%
400%
600%
800%
1000%
1200%
MTB
Peer 1
Peer 2
Peer 3
Peer 4
Peer 5
Peer 6
Peer 7
Peer 8
Peer 9
Peer 10
Peer 11
0.62
1.18
1.38
1.46
1.62
1.64
1.75
2.11
2.15
2.17
2.89
4.46
Peer Median 1.70
0.0
1.0
2.0
3.0
4.0
5.0
Peer 1
Peer 2
Peer 3
Peer 4
MTB
Peer 5
Peer 6
Peer 7
Peer 8
Peer 9
Peer 10
Peer 11
6.0
5.5
3.8
3.1
3.1
2.0
2.0
1.9
1.7
1.5
1.1
1.1
Peer Median 2.0
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
Peer 1
MTB
Peer 2
Peer 3
Peer 4
Peer 5
Peer 6
Peer 7
Peer 8
Peer 9
Peer 10
Peer 11
0.26
0.39
0.42
0.72
0.74
0.85
1.00
1.08
1.36
1.60
1.74
1.95
Peer Median 0.93
0.0
0.5
1.0
1.5
2.0
2.5
MTB
Peer 1
Peer 2
Peer 3
Peer 4
Peer 5
Peer 6
Peer 7
Peer 8
Peer 9
Peer 10
Peer 11
NPA
%
of
Total
Loans
&
OREO
–
3Q’12
Pre-tax
Pre-provision
Income
to
Net
Charge-Offs
–
3Q’12
NCOs
%
of
Avg
Loans
–
3Q’12
Reserve
Coverage
of
NCOs
(in
years)
–
3Q’12
Source: GAAP data as of September 30, 2012
M&T’s Credit Metrics are Best-in-Class

15
Outlook / Update on Hudson City Merger

16
Expect stable NIM over remainder of 2012
•
FY 2012 NIM (3.73%) consistent with FY 2011
Loan pipeline (ex. Mortgage) remains healthy
•
Resumed sale of mortgage originations in 3Q12
Mortgage originations for sale remain strong over near term
Expect
expenses
will
be
well
controlled
through
the
remainder
of
the
year
Outlook Consistent with Remarks on October earnings call

17
Submitted regulatory applications
Draft S-4/Registration Statement filed with SEC
Meetings with counterparts at HCBK to plan integration
Have begun recruiting commercial bankers for NJ footprint
Update on Hudson City merger

18
Overview of M&T Bank

19
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
728 domestic branches and more than
2,000 ATMs
14,967 employees located in New York,
Maryland, Pennsylvania, Washington,
D.C., Virginia, West Virginia and Delaware
Over 2 million consumer/retail household
customers
207,000 commercial customers
As of 09/30/12
M&T Bank Corporate Profile

20
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:

21
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
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
th
community and not-for-profit organizations, logging more than 30,000 volunteer hours
Philadelphia and Upstate New York markets of Binghamton, Buffalo, Syracuse and Rochester – ranked
6
nationally

22
#1 Small Business Administration
Lender in:
Baltimore
Binghamton
Buffalo
Philadelphia
Rochester
Syracuse
Washington, DC
Wilmington
Ranked
6
Nationally
Ranked
3
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 or #2 deposit market share
in 8 of top 10 communities:
#2 in Baltimore
#1 in Binghamton
#1 in Buffalo
#2 in Harrisburg
#1 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
th
rd
(1)
Independent 3    party market research
(2)
Reflects in-market deposits only
rd

23
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
17%
annualized
total
return
to
shareholders from 1983 through 9/30/12
21    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
26%,
46%
and
61%
over
the
3-, 5-, and 10-year periods ending 9/30/12
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
M&T has been profitable in every quarter of the last 36 years – 145 consecutive
st

BancAnalysts Association of Boston Conference
November 2, 2012

Appendix

26
Reconciliation of GAAP and Non-GAAP Measures
Net Income
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
1Q12
2Q12
3Q12
2012 YTD
$'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
$293.5
$733.3
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
8.6
28.5
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
-
6.0
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
$302.1
$767.9
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
$273.9
$676.8
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
$19.6
$56.5
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
$153.0
$373.8
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
$446.4
$1,107.1
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
46.0
155.0
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
$492.4
$1,262.1
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
$2.17
$5.37
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
0.07
0.22
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
-
0.05
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
$2.24
$5.64
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
$616.0
$1,883.1
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
14.1
46.8
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
-
9.9
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
$601.9
$1,826.5
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
$1,115.0
$3,165.1
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)
0.4
0.0
less: net OTTI losses recognized
-
-
-
-
-
(29.4)
-
(127.3)
(182.2)
(138.3)
(86.3)
(77.0)
(11.5)
(16.2)
(5.7)
(33.3)
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
$1,120.3
$3,198.4
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%
53.7%
57.1%
*Net of tax

27
Reconciliation of GAAP and Non-GAAP Measures
Average Assets
2006
2007
2008
2009
2010
2011
1Q12
2Q12
3Q12
2012 YTD
$'s in millions
Average assets
55,839
$
58,545
$
65,132
$
67,472
$
68,380
$
73,977
$
78,026
$
80,087
$
80,432
$
79,518
$
Goodwill
(2,908)
(2,933)
(3,193)
(3,393)
(3,525)
(3,525)
(3,525)
(3,525)
(3,525)
(3,525)
Core deposit and other
intangible assets
(191)
(221)
(214)
(191)
(153)
(168)
(168)
(151)
(136)
(152)
Deferred taxes
38
24
30
33
29
43
48
44
39
44
Average tangible assets
52,778
$
55,415
$
61,755
$
63,921
$
64,731
$
70,327
$
74,381
$
76,455
$
76,810
$
75,885
$
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
$  
8,919
$  
8,700
$  
Goodwill
(2,908)
(2,933)
(3,193)
(3,393)
(3,525)
(3,525)
(3,525)
(3,525)
(3,525)
(3,525)
Core deposit and other
intangible assets
(191)
(221)
(214)
(191)
(153)
(168)
(168)
(151)
(136)
(152)
Deferred taxes
38
24
30
33
29
43
48
44
39
44
Average tangible common equity
2,980
$  
3,117
$  
3,046
$  
3,065
$  
3,718
$  
4,557
$  
4,865
$  
5,036
$  
5,297
$  
5,067
$  

28
Important Additional Information
In connection with the Merger, M&T Bank Corporation (“M&T”) filed with the U.S. Securities and Exchange Commission
(the “SEC”) on October 15, 2012 a Registration Statement on Form S-4 that includes a preliminary Joint Proxy Statement of
M&T and Hudson City Bancorp, Inc. (“Hudson City”) and a preliminary Prospectus of M&T (together with the Joint Proxy
Statement, as amended, the “Joint Proxy Statement/Prospectus”), 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 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 are also 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.
Free copies of this document may be obtained as described in the
preceding paragraph.