 BancAnalysts Association of Boston Conference
November 6, 2014
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. 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.
|
 3
Today’s Agenda
Company Overview, Financial Review, and Industry Changes
Competitive Market
Capital
Final Thoughts
Appendix |
 4
Company Overview |
 5
Who is M&T Bank?
16
th
largest US-based commercial bank holding company
M&T
has
grown
substantially
from
$2
billion
in
assets
in
1983
to
$97
billion
in 3Q14
15,767 employees across 696 domestic branches in New York, Maryland,
Pennsylvania, Virginia, Delaware, West Virginia, and Washington DC
3.8
million
customers
representing
5.4
million
accounts
$81 billion assets under management
Insiders control almost 17% of M&T; Berkshire Hathaway has been a major
shareholder since 1991
19.4%
annual
rate
of
return
since
1980,
20
th
best
of
entire
universe
of
publicly-
traded U.S. stocks
•
M&T
has
not
posted
a
loss
going
back
to
1976
–
153
quarters
All Data as of 9/30/2014 |
 6
Financial Review |
 7
Earnings Summary
GAAP Earnings
2009
2010
2011
2012
2013
2Q14
3Q14
Net Income ($MM)
380
736
859
1,029
1,138
284
275
EPS ($ per share)
2.89
5.69
6.35
7.54
8.20
1.98
1.91
Net Operating Earnings*
Net Operating Income ($MM)
455
755
884
1073
1,175
290
280
Net Operating EPS ($ per share)
3.54
5.84
6.55
7.88
8.48
2.02
1.94
* Net operating earnings, see appendix |
 8
Earnings Summary
(1) Excludes intangible amortization and merger related expense
2009
2010
2011
2012
2013
2Q'14
3Q'14
Earnings ($MM)
Total Revenue (T/E)
3,126
3,400
3,999
4,292
4,563
1,131
1,126
Net Interest Income (T/E)
2,078
2,292
2,416
2,625
2,698
675
675
Total Fee Income
1,048
1,108
1,583
1,667
1,865
456
451
Noninterest Operating Expense
(1)
1,827
1,856
2,333
2,439
2,577
672
672
Pre-Tax, Pre-Provision Income
1,123
1,461
1,495
1,757
1,903
444
441
Net Income
380
736
859
1,029
1,138
284
275
Diluted Earnings Per Share ($)
2.89
5.69
6.35
7.54
8.2
1.98
1.91
Balance Sheet ($MM) –
End of Period
Total Loans and Leases
51,937
51,990
60,096
66,571
64,073
64,748
65,572
Total Assets
68,880
68,021
77,924
83,009
85,162
90,835
97,228
Total Deposits
47,450
49,805
59,395
65,611
67,119
69,829
74,342
Tangible Common Equity
3,345
3,983
4,753
5,720
6,848
7,375
7,545 |
 9
Key Ratios
(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 2014 FRY9C report is filed. 2009
2010
2011
2012
2013
2Q’14
3Q’14
Superior Pre-Credit Earnings
Net Interest Margin
3.49%
3.84%
3.73%
3.73%
3.65%
3.40%
3.23%
Efficiency Ratio –
Tangible
(1)
56.50%
53.71%
60.43%
56.19%
57.05%
59.39%
59.67%
Pre-Tax, Pre-Provision Income
(1)
1,123
1,461
1,495
1,757
1,903
444
441
Strong Credit Metrics
Allowance to Loans (As At)
1.69%
1.74%
1.51%
1.39%
1.43%
1.42%
1.40%
Net Charge-Offs to Loans
1.01%
0.67%
0.47%
0.30%
0.28%
0.18%
0.17%
Focused on Returns
Net Operating Return on:
Tangible Assets
(1) (2)
0.71%
1.17%
1.26%
1.40%
1.47%
1.35%
1.24%
Tangible Common Equity
(1) (2)
13.42%
18.95%
17.96%
19.42%
17.79%
14.92%
13.80%
Consistent Capital Generation
Tangible Common Equity to Tangible Assets
5.13%
6.19%
6.40%
7.20%
8.39%
8.45%
8.05%
Tier 1 Common Capital Ratio
5.66%
6.51%
6.86%
7.57%
9.22%
9.63%
9.77%
(3)
Tier 1 Capital Ratio
8.59%
9.47%
9.67%
10.22%
12.00%
12.36%
12.45%
Total Capital Ratio
12.30%
13.08%
13.26%
13.39%
15.07%
15.34%
15.40%
Balance Sheet (As At)
Loans to Deposits
109.50%
104.40%
101.20%
101.50%
95.50%
92.72%
88.20%
Securities to Assets
11.30%
10.50%
9.80%
7.30%
10.30%
13.34%
13.73% |
 Industry Changes |
 11
Note: Peer benchmarking group includes BBT, CMA, FITB, HBAN, KEY, MTB, PNC, RF, STI,
USB, WFC, and ZION. Source: SNL Financial
M&T’s Business Model –
a Historical Perspective |
 12
Our Industry is Changing
Risk
Management
Higher regulatory expectations and standards
Best practice infrastructure
Integrated risk management and capital planning
Business
Environment
Slow growth economy and persistently low rate
environment
Stronger competition: bank and unregulated non-
bank lenders
Implications
Higher capital and liquidity
Pressure on returns
Investments
Improved transparency to investors
Safer regulated financial system |
 13
Business Models are Evolving
Higher levels of liquidity, capital and lower risk balance sheets
Note: Peer benchmarking group includes BBT, CMA, FITB, HBAN, KEY, MTB, PNC, RF, STI,
USB, WFC, and ZION. Source: SNL Financial
MTB 3Q14
13.7%
MTB 3Q14
9.77%
MTB 3Q14
78.0%
MTB 3Q14
59.67%
10.0%
13.0%
22.0%
23.2%
17.8%
17.4%
7.7%
7.4%
0%
5%
10%
15%
20%
25%
30%
35%
'01
'02
'03
'04
'05
'06
'07
'08
'09
'10
'11
'12
'13
1Q
2Q
Total Securities / Total Assets %
MTB
Peer Max
Peer Median
Peer Min
2014
9.2%
9.6%
11.2%
11.6%
10.3%
10.3%
9.2%
9.6%
5%
6%
7%
8%
9%
10%
11%
12%
'01
'02
'03
'04
'05
'06
'07
'08
'09
'10
'11
'12
'13
1Q
2Q
Tier 1 Common Capital Ratio %
MTB
Peer Max
Peer Median
Peer Min
2014
86.0%
82.2%
99.2%
102.3%
84.2%
83.1%
74.6%
74.6%
60%
70%
80%
90%
100%
110%
120%
130%
'01
'02
'03
'04
'05
'06
'07
'08
'09
'10
'11
'12
'13
1Q
2Q
Risk Weighted Assets / Total Assets %
MTB
Peer Max
Peer Median
Peer Min
2014
57.05%
59.39%
71.51%
75.04%
63.76%
63.93%
51.30%
51.90%
40%
45%
50%
55%
60%
65%
70%
75%
80%
85%
'01
'02
'03
'04
'05
'06
'07
'08
'09
'10
'11
'12
'13
1Q
2Q
Tangible Efficiency Ratio %
MTB
Peer Max
Peer Median
Peer Min
2014 |
 14
Net Interest Margin
Low Rates/HQLA Build Driving NIM Pressure
3.74%
3.23%
(0.18%)
(0.14%)
(0.19%)
3.00%
3.10%
3.20%
3.30%
3.40%
3.50%
3.60%
3.70%
3.80%
Starting NIM - 4Q12
Excess Trust Deposits Held at
Federal Reserve
LCR/HQLA Build
Core NIM Compression &
Other Factors
Ending NIM - 3Q14 |
 Competitive Market |
 16
Competitive Dynamics
M&T’s traditional focus on relationship development & consistent
presence in the market key to retaining business
Slow but steady improvement in economic conditions and demand
for commercial credit
Regional and sector differences
Substantial market liquidity
•
Persistent pricing pressure
•
Loosening
deal
structures
–
covenants,
lengthened
terms,
loss
of guarantees/recourse
•
Competition from banks and non-banks |
 17
M&T Revenue Trends
Fee and Net Interest Income Favorable to Peers
Total fee revenue and total revenues exclude gains/losses from securities
transactions (if reported) and nonrecurring items as defined by SNL. Charts
indexed to 0 with 4Q12 as the base quarter. -8.0
-7.0
-6.0
-5.0
-4.0
-3.0
-2.0
-1.0
0.0
1.0
2.0
-14.0
-12.0
-10.0
-8.0
-6.0
-4.0
-2.0
0.0
2.0
4.0
-3.0
-2.5
-2.0
-1.5
-1.0
-0.5
0.0
0.5
1.0
1.5
2.0 |
 18
Pricing
Discipline
Has
Meant
Countercyclical
Loan
Growth
Through
Credit
Cycles
1.
Reflects end of period loan growth for each year
2.
Source: Industry data was obtained from the H8 prepared by the Federal
Reserve. 3.
Industry
Commercial
loans
include
both
“C&I
and
Other
Loans”
and
“Commercial
Real
Estate
Loans”
as
outlined
in
the
H8
report.
4.
MTB loan data acquisition adjusted
3.6%
6.0%
10.8%
8.1%
1.8%
0.6%
1.1%
6.5%
0.6%
3.0%
17.4%
14.7%
9.2%
7.5%
(5.0%)
(8.3%)
(5.2%)
1.0%
4.9%
4.7%
-10%
-5%
0%
5%
10%
15%
20%
2005
2006
2007
2008
2009
2010
2011
2012
2013
3Q14
MTB
Industry
9.4%
6.8%
10.3%
8.8%
-9.1%
-0.8%
8.0%
13.0%
5.2%
2.2%
14.0%
3.9%
19.9%
9.2%
(18.8%)
(0.7%)
13.0%
11.3%
6.8%
9.0%
-25%
-20%
-15%
-10%
-5%
0%
5%
10%
15%
20%
25%
2005
2006
2007
2008
2009
2010
2011
2012
2013
3Q14
MTB
Industry |
 19
Capital |
 20
Capital Allocation in Response to Industry Trends
1983 -
2011
2012
–
3Q14YTD
Share
Repurchases
34%
Dividends
31%
Capital
Retained
35%
Dividends
38%
Capital
Retained
62%
Cumulative Capital Retained, Dividends and Share Repurchases
Note: calculated using Net Operating Income – see appendix
|
 21
Capital
Actions
–
Past
and
Future
Past
Today and
Future
Considerations
Will submit 2015 CCAR Capital Plan in January
Historical dividend philosophy consistent with CCAR/Stress Testing
expectations Further optimize regulatory capital structure
2014 Capital Plan approved by Federal Reserve through CCAR process
•
Maintain common dividend at $2.80 per year
•
Make contractual payments on all regulatory capital instruments
•
Redeem $50 million subordinated debt issue
Refinanced M&T Capital Trust IV with new Series E preferred stock
|
 22
Final Thoughts |
 23
Final Thoughts
Strong franchise with robust capital generation
Industry is evolving
Investments in the franchise for the future
Capital deployment |
 24
Appendix |
 25
Reconciliation of GAAP and Non-GAAP Measures
$1.91
Intangible amortization*
0.33
0.37
0.36
0.34
0.29
0.30
0.29
0.22
0.05
0.04
0.03
Merger-related items*
0.03
0.08
0.02
0.31
(0.14)
(0.10)
0.05
0.06
-
-
Diluted net operating
earnings per share
$7.73
$6.40
$5.39
$3.54
$5.84
$6.55
$7.88
$8.48
$2.16
$2.02
$1.94
Efficiency Ratio
$'s in millions
Non-interest expenses
$1,551.7
$1,627.7
$1,727.0
$1,980.6
$1,914.8
$2,478.1
$2,509.3
$2,635.9
$658.6
$681.2
$679.3
less: intangible amortization
63.0
66.5
66.6
64.3
58.1
61.6
60.6
46.9
10.6
9.2
7.4
less: merger-related expenses
5.0
14.9
3.5
89.2
0.8
83.7
9.9
12.4
-
-
-
Non-interest operating expenses
$1,483.7
$1,546.3
$1,656.8
$1,827.2
$1,856.0
$2,332.8
$2,438.8
$2,576.6
$648.0
$672.0
$671.9
Tax equivalent revenues
$2,883.1
$2,804.1
$2,900.6
$3,125.7
$3,399.6
$3,998.6
$4,292.2
$4,563.4
$1,156.6
$1,131.4
$1,126.0
less: gain/(loss) on sale of securities
2.6
1.2
34.4
1.2
2.8
150.2
0.0
46.7
-
-
less: net OTTI losses recognized
-
(127.3)
(182.2)
(138.3)
(86.3)
(77.0)
(47.8)
-
-
-
less: merger-related gains
-
-
-
29.1
27.5
64.9
-
-
-
-
Denominator for efficiency ratio
$2,880.5
$2,930.2
$3,048.4
$3,233.7
$3,455.6
$3,860.5
$4,340.0
$4,516.7
$1,156.6
$1,131.4
$1,126.0
Net operating efficiency ratio
51.5%
52.8%
54.4%
56.5%
53.7%
60.4%
56.2%
57.1%
56.0%
59.4%
59.7%
*Net of tax
Net Income
2006
2007
2008
2009
2010
2011
2012
2013
3Q13
2Q14
3Q14
$'s in millions
Net income
$839.2
$654.3
$555.9
$379.9
$736.2
$859.5
$1,029.5
$1,138.5
$294.5
$284.3
$275.3
Intangible amortization*
38.5
40.5
40.5
39.0
35.3
37.6
37.0
28.6
6.5
5.6
4.5
Merger-related items*
3.0
9.1
2.2
36.5
(16.3)
(12.8)
6.0
7.5
-
-
-
Net operating income
$880.7
$703.8
$598.6
$455.4
$755.2
$884.3
$1,072.5
$1,174.6
$301.0
$290.0
$279.8
Pre-Tax, Pre-Provision
Income
Net Income for EPS
$839.2
$654.3
$555.1
$332.0
$675.9
$781.8
$953.4
$1,062.5
$275.4
$260.7
$251.9
Preferred Div., Amort. of Pref. Stock
& Unvested Stock Awards
$0.0
$0.0
$0.8
$47.9
$60.3
$77.7
$76.1
$76.1
$19.2
$23.7
$23.4
Income Taxes
$392.4
$309.2
$183.9
$139.4
$356.6
$365.1
$523.0
$579.1
$149.4
$130.0
$136.5
GAAP Pre-tax Income
$1,231.6
$963.5
$739.8
$519.3
$1,092.8
$1,224.6
$1,552.5
$1,717.5
$443.9
$414.3
$411.9
Provision for credit losses
80.0
192.0
412.0
604.0
368.0
270.0
204.0
185.0
48.0
30.0
29.0
Pre-Tax, Pre-Provision Income
$1,311.6
$1,155.5
$1,151.8
$1,123.3
$1,460.8
$1,494.6
$1,756.5
$1,902.5
$491.9
$444.3
$440.9
Earnings Per Share
Diluted earnings per share
$7.37
$5.95
$5.01
$2.89
$5.69
$6.35
$7.54
$8.20
$2.11
$1.98 |
 26
Reconciliation of GAAP and Non-GAAP Measures
Average Assets
2006
2007
2008
2009
2010
2011
2012
2013
3Q13
2Q14
3Q14
$'s in millions
Average assets
55,839
$
58,545
$
65,132
$
67,472
$
68,380
$
73,977
$
79,983
$
83,662
$
84,011
$
89,873
$
93,245
$
Goodwill
(2,908)
(2,933)
(3,193)
(3,393)
(3,525)
(3,525)
(3,525)
(3,525)
(3,525)
(3,525)
(3,525)
Core deposit and other
intangible assets
(191)
(221)
(214)
(191)
(153)
(168)
(144)
(90)
(84)
(54)
(45)
Deferred taxes
38
24
30
33
29
43
42
27
25
16
14
Average tangible assets
52,778
$
55,415
$
61,755
$
63,921
$
64,731
$
70,327
$
76,356
$
80,074
$
80,427
$
86,311
$
89,689
$
Average Common Equity
$'s in millions
Average common equity
6,041
$
6,247
$
6,423
$
6,616
$
7,367
$
8,207
$
8,834
$
9,844
$
10,003
$
10,808
$
11,015
$
Goodwill
(2,908)
(2,933)
(3,193)
(3,393)
(3,525)
(3,525)
(3,525)
(3,525)
(3,525)
(3,525)
(3,525)
Core deposit and other
intangible assets
(191)
(221)
(214)
(191)
(153)
(168)
(144)
(90)
(84)
(54)
(45)
Deferred taxes
38
24
30
33
29
43
42
27
25
16
14
Average tangible common equity
2,980
$
3,117
$
3,046
$
3,065
$
3,718
$
4,557
$
5,207
$
6,256
$
6,419
$
7,246
$
7,459
$ |
 27
BB&T Corporation
M&T Bank Corporation
PNC Financial Services Group, Inc.
Comerica Incorporated
Regions Financial Corporation
Fifth Third Bancorp
Wells Fargo & Company
SunTrust Banks, Inc.
Huntington Bancshares Incorporated
Zions Bancorporation
KeyCorp
M&T Peer Group
U.S. Bancorp |