![]() Investor Presentation August 27, 2012 Exhibit 99.2 |
![]() Disclaimer 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. 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. |
![]() Hudson City’s scale 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 Enhanced Risk Profile Hudson City’s wholesale borrowings and securities restructured post-closing – Mitigates interest rate risk; immediately enhances earnings Diversified pro forma loan portfolio Combines institutions with superior credit performance Accretive to Capital Accretive to capital ratios, capital generation, and tangible book value per share Tier 1 Common ratio 8.25% - 8.50% pro forma at closing Financially Attractive IRR of 18%+ High single-digit EPS accretion by 2014 Low Integration Risk Simple business model facilitates integration Leverages M&T’s proven integration experience Extensive M&T operating experience in Hudson City’s markets Compelling Strategic Opportunity 2 Extends M&T’s Community Banking Franchise |
![]() Summary of Key Terms 3 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 Hudson City Balance Sheet Restructuring: $15+ billion balance sheet reduction post-closing Long-term borrowings to be retired Investment securities portfolio to be sold Loan Loss Assumptions: $433 million (1.5% of gross loans, 44% of NPLs) 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 (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 |
![]() Overview of Hudson City 4 Branches: 135 (97 in New Jersey, 29 New York and 9 in Connecticut) Assets: $44 billion Loans: $28 billion – Low-LTV residential mortgages with superior credit performance Investment Securities: $13 billion – Primarily low-risk, easily saleable agency MBS Funding: $25 billion in deposits $13 billion in long-term FHLB / repo borrowings Strong Capital Position: 19.4% Tier 1 Common ratio 10.4% Tangible Common Equity ratio Preliminary assessment of risk weighted asset calculation under Basel III suggests limited impact Financial data as of June 30, 2012. Tier 1 Common ratio for Hudson City Savings Bank. New Jersey-based thrift with a simple operating model of taking retail deposits and extending single family mortgages |
![]() Leading Regional Bank in Eastern United States 5 Source: SNL Financial Complementary Combined Footprint Significantly enhances M&T’s retail deposit presence in metropolitan New York / New Jersey Rank Number of Market Branches Deposits ($ in millions) Share 1 JPMorgan Chase 1,000 359,265 $ 34.2 % 2 Bank of America 478 96,901 9.2 3 Bank of New York Mellon 7 95,372 9.1 4 Citigroup 290 66,290 6.3 5 HSBC 171 56,615 5.4 6 Wells Fargo 321 41,054 3.9 7 Capital One 353 40,916 3.9 8 Toronto-Dominion 360 37,158 3.5 9 Pro Forma Combined 153 26,886 2.6 9 Hudson City 115 22,768 2.2 10 New York Community 207 15,915 1.5 22 M&T 38 4,118 0.4 Total For Institutions In Market 5,814 1,050,450 1. 'New York-Northern New Jersey-Long Island, Metro MSA. Data as of June 30, 2012. |
![]() Enhanced Presence in Attractive, High-Income Markets Financial data as of June 30, 2012, except as noted. 1. Net of purchase accounting adjustments, balance sheet restructuring and expected pre-close run-off. 2. Represents median household income in counties in which institutions have a branch presence.. Source: SNL Financial Expanded branch network enhances franchise within sought-after affluent markets ($ billions) M&T Hudson City Combined Assets 81 $ 28 $ (1) 109 $ Loans 63 26 (1) 89 Deposits 63 24 (1) 87 Domestic Branches 735 135 870 Deposits per Branch ($ millions) 85 $ 175 $ 100 $ Wtd. Median Household Income ($000's) (2) 55 74 61 NYC / Northern NJ Metro MSA Branches # 21 # 12 # 12 Deposits # 22 # 9 # 9 6 |
![]() Disposition of Investment Securities & Expected Pre-closing run off of Mortgage Portfolio Restructuring Deleverages Balance Sheet and Improves Liquidity Profile 7 Balance sheet reduction results in a de-risked balance sheet comprised of residential mortgages funded with core deposits 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 $15.4 billion of Hudson City’s long-term debt Prepayment to be funded by liquidating Hudson City’s investment securities portfolio (Q2’12 yield = 2.66%), cash equivalents and FHLB stock |
![]() Resolves Interest Rate Risk 8 Hudson City’s standalone interest rate risk mitigated through restructuring and combination with M&T’s asset-sensitive balance sheet Improved Pro Forma Interest Rate Risk Profile Deleveraging Prepayment of structured borrowings reduces pro forma leverage Sale of investment securities Balance Sheet Transformation Reduced interest rate risk over time Residential mortgage portfolio run-off Growth in variable-rate commercial loans Asset-Sensitive Combined Balance Sheet M&T’s asset-sensitive profile absorbs interest rate risk inherent in Hudson City’s balance sheet |
![]() Immediate Profitability Improvement 9 Prepaying Hudson City’s high-cost debt by liquidating its low-yielding investment securities portfolio improves future profitability Net Interest Income Reported Impact of Restructuring Pre-Provision Net Revenue / Average Assets Net Interest Margin ($ in millions) Reported Hudson City financial data as of or for the half-year ended June 30, 2012. Does not reflect purchase accounting adjustments. Reflects impact of restructuring on Hudson City’s standalone YTD 6/30/12 performance |
![]() 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 Transaction would mitigate Hudson City’s residential mortgage monoline focus, resulting in a more diversified 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% M&T Bank (6/30/2012) Hudson City (6/30/2012) Pro Forma (6/30/2012) 10 |
![]() ![]() ![]() Immediately Supplements Tangible Capital Base Restructuring charges and adjustments net of tax. Represents net tangible common equity contribution before cash consideration to be paid for the transaction. 1. Includes credit and other fair value adjustments net of allowance for loan losses. Hudson City - 6/30/12 Tangible Common Equity 4.5 $ Retirement of Borrowings (1.5) Investment Securities Sale 0.1 Loan Fair Value Adjustment (1) 0.4 Other Adjustments (0.3) Net Tangible Common Equity Contribution 3.2 $ Restructuring Other Adjustments 11 Hudson City contributes $3.2 billion of tangible capital after restructuring and purchase accounting adjustments |
![]() Accretive to Earnings and Capital Immediate Earnings Accretion Accretive to earnings in 2013 High single-digit percentage EPS accretion in 2014 Attractive Returns 18%+ IRR 10% accretive to tangible book value per share Improves return on tangible equity Accretive to Capital Tier 1 common ratio: 8.25% - 8.50% pro forma at June 30, 2013 Immediate 30 - 40 bps benefit to Tier 1 common ratio Comparable benefit under recent Basel III proposals (1) Improves tangible capital generation 1. Preliminary estimate based on Federal Reserve Basel III and Standardized Approach NPRs dated June 7, 2012. 12 |
![]() Significant Commercial Lending Opportunity Hudson City’s footprint hosts 7,500 middle-market and over 300,000 small businesses Concentration of small and middle market businesses are higher than M&T‘s mid-Atlantic Footprint Opportunity for M&T to significantly increase market share by increasing market penetration Significant Opportunity 1. Includes all counties in DC, DE, MD, VA and WV with M&T's presence. 2. Includes all counties in CT, NJ, and NY with Hudson City presence. Source: Hoovers Financial, Infogroup, M&T’s internal analysis ($ in billions) Companies M&T's Current Penetration Companies M&T's Current Penetration M&T's Mid-Atlantic Footprint (1) Middle Market ($10 - $500 mil. Annl. Sales) Small Business ($0 - $10 mil. Annl. Sales) 3,451 22% 256,958 15% Hudson City Footprint (2) 7,586 5% 323,931 1% 13 |
![]() 14 Demonstrated Success in New Market Expansion Since initially entering Maryland through the 2003 acquisition of Allfirst, M&T has achieved: – #1 market share for lead bank relationships among middle-market companies (State of Maryland overall) – #1 SBA lending share (Baltimore) – #1 branch market share (Baltimore) and #2 deposit market share (Baltimore). Provident Acquisition Wilmington Trust M&T successfully leveraged its community banking model to build a leading presence in Mid- Atlantic region (1) 1. Includes Baltimore, Chesapeake, Washington, Central Virginia & Delaware $- $4.0 $8.0 $12.0 $16.0 $20.0 2003 2005 2008 2009 2010 2011 Q2'12 Loans Deposits |
![]() 15 M&T’s Commercial Portfolio and Infrastructure in Hudson City’s Markets Hudson City Markets ($ 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) Opportunity to make these regions self-funded M&T’s Current Total Loans & Deposits in Selected Regions Long Island NJ Tarrytown M&T’s Commercial Loans in Hudson City’s Footprint $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 |
![]() Leverages M&T’s Long-Standing Commercial Presence in Hudson City’s Footprint M&T Bank has a long history within the NYC metropolitan area that dates back to the acquisition of East New York Savings in 1987 $11.5 billion Middle Market (C&I) and CRE loan portfolio in the region (1) $2.5 billion Middle Market and CRE loan portfolio in Hudson City’s core footprint 1. Includes Philadelphia Average Tenure of Management by Region Region Middle-Market / CRE Business Banking Total New York City 15 11 13 Tarrytown 13 13 13 Philadelphia 11 9 10 Long Island 7 11 9 New Jersey 6 13 9 Average 12 11 11 Length of Service (Years) 16 M&T’s Commercial management team has many years of experience within the market and a long tenure with M&T |
![]() – Full suite of commercial banking, small business and wealth management products Introduces strong small business and middle-market lending competitor – Leading middle market and SBA lender in its core markets – #6 SBA lender nationally and #3 in Eastern U.S. – Most honored bank in 2011 Greenwich Excellence Awards for Small Business Banking: 12 national awards and 2 regional awards Expanded branch network throughout the Mid-Atlantic and Northeast – Minimal branch overlap or consolidations M&T has received the highest possible CRA rating on every exam since 1982 Transaction Benefits Hudson City’s Customers and Markets Enhanced range of banking products for Hudson City customers and communities 17 |
![]() Shared History of Strong Credit Performance * Top 25 publicly traded banks in each year Conservative underwriting and well-secured, portfolio lending approaches have contributed to below-average loss rates for both institutions throughout the recent credit cycle Net Charge-Offs / Average Loans Source: SNL financial MTB Top 25 Median* Hudson City 18 |
![]() Favorable residential mortgage portfolio characteristics mitigate credit risk exposure Loan Credit Marks 19 Portfolio Review 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 1. Includes AZ, CA, FL, GA, NV 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) Small commercial portfolio of 109 loans; Only 12 loans > $1 million with the largest loan balance of $6 million – <0.25% of portfolio in “sunshine” states Granular loan portfolio : 69,937 loans, Only 9 loans > $3 million and 161 loans > $2 million |
![]() Low Integration Risk 20 Extensive prior integration experience: 23 acquisitions in last 25 years Demonstrated success in previous thrift conversions to M&T commercial banking model (East NY, Empire, Goldome, OnBanc, Partners Trust) Established presence and operating experience in Hudson City’s markets Strong M&T management team and organization already in place in Hudson City’s markets Hudson City’s monoline residential mortgage-focused business model streamlines integration Active involvement of Hudson City’s long-tenured management team Hudson City’s core operating systems outsourced – minimizes systems integration complexities M&T will leverage its extensive integration experience, which includes integration of institutions significantly more complex than Hudson City |
![]() M&T’s History of Well-Executed Sizeable Acquisitions 21 * Large transactions are highlighted ($ in millions) Date of Acquisition Bank Acquired Assets Acquired ($mm) Deposits Acquired ($mm) Primary Market(s) % M&T Deposits May-11 Wilmington Trust 10,845 8,864 Delaware 17.5% Nov-10 K Bank 154 491 Baltimore, MD 1.0% Aug-09 Bradford Bank 302 361 Baltimore, MD 0.8% May-09 Provident Bancshares 6,300 5,100 Baltimore, MD & Washington, DC 12.0% Dec-07 First Horizon Branches 214 216 Fairfax, VA & Baltimore, MD 0.6% Nov-07 Partners Trust Financial Group 3,500 2,200 Binghamton, Utica, NY 5.7% Jun-06 Citibank, N.A. branches 269 1,000 Buffalo, Rochester, NY 2.6% Apr-03 Allfirst Financial 16,000 11,000 MD, PA, VA, DE & Washington, DC 50.2% Feb-01 Premier National Bancorp 1,800 1,400 Hudson Valley, NY 6.9% Oct-00 Keystone Financial 7,420 5,183 Central Pennsylvania 35.3% Sep-99 Chase Branches 44 634 Binghamton, Jamestown, Buffalo, NY 4.3% Jun-99 FNB Rochester 676 511 Rochester, NY 3.5% Apr-98 ONBANCorp 5,493 3,768 Syracuse, NY & Northeast PA 34.0% Jan-97 GreenPoint Branches NA 131 Westchester, NY 1.2% Jul-95 Chase Manhattan Branches 4 84 Hudson Valley, NY 1.0% Dec-94 Chemical Bank Branches NA 146 Hudson Valley, NY 2.0% Dec-94 Ithaca Bancorp 470 330 Ithaca, NY 4.5% Jul-92 Central Trust, Endicott Trust 1,400 1,300 Binghamton, Rochester, NY 18.2% May-91 Goldome 1,700 2,200 Buffalo, NY 36.5% Sep-90 Empire Federal Savings Bank 450 1,240 Buffalo, Rochester, NY 24.5% Jan-90 Monroe Savings 439 479 Rochester, NY 9.8% Dec-87 East NY Savings 1,855 1,641 New York City 60.0% |
![]() Our commitment to seamless merger and integration activity is practiced and refined. The following are staples of our approach: M&T Integration Approach and Experience 22 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 Placement of M&T’s management in new markets 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 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 Managing The Process Senior Management Experience Attention To Detail Rapid Integration |
![]() M&T: A “Super-Community Bank” 23 Our approach is simple: 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 |
![]() 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 nationally th 24 Westminster Community Charter School United Way Day of Caring in Baltimore Gettysburg Visitor Centre |
![]() We lend in the markets where we live and work to people and enterprises whom we know #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 25 |
![]() 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 – 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 only commercial bank in S&P 500 not to cut dividend or 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 26 |
![]() Note: Data prior to 1998 does not include provisions of SFAS No. 123 and No. 148 stock option expensing. M&T maintained its dividend and experienced no losses through the recent crisis Net Operating Income and Net Operating EPS are non-GAAP financial measures. Refer to the Appendix for a reconciliation between these measures and GAAP Earnings & Dividend Growth: 1983 – 2Q’12 Dividends GAAP EPS Impact of Amortization and Merger-related expenses 27 |
![]() Appendix |
![]() 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 Reconciliation of GAAP and Non-GAAP Measures 29 |
![]() Reconciliation of GAAP and Non-GAAP Measures 30 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 $ |
![]() Important Additional Information 31 In connection with the proposed 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 proposed 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 proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph. |