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. |