M&t Bank Corporation · NYSE:MTB
M&t Bank — Citigroup 2009 Financial Services Conference
40 slides from M&t Bank's conference presentation, Jan 28, 2009
Slide 1: Citigroup 2009 Financial Services Conference
Citigroup 2009 Financial Services Conference January 28, 2009 Exhibit 99
Slide 2: Disclaimer
Disclaimer This presentation contains forward looking statements within the meaning of the Private Securities Litigation Reform Act giving the Company's expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words
Slide 3: M&T Bank Corporation - Overview
Top 20 US-based Bank Holding Company $66 billion total assets 686 branches in seven states / District of Columbia 96% in NY, PA, MD Over 1,600 ATMs across retail bank footprint Over 1.8 million retail customers Over 160,000 commercial customers M&T Bank Corporation - Overview
Slide 4: Today's Discussion
Today's Discussion M&T's 2008 Financial Performance Acquisition Philosophy Performance vs. Peers
Slide 5: 2008 Financial Results
2008 Financial Results EN MaT Bank Corporation °
Slide 6: 2008 Summary
2008 Summary ($ in millions, except per share data) 1) Excludes merger-related expenses and amortization expense associated with intangible assets. Intangible Amortization net of tax: 2007 = $40.5MM, 2008 = $40.5MM. Merger-related expenses net of tax: 2007 = $9.1MM, 2008 = $2.2MM. * Peer Median refl
Slide 7: M&T Bank Corporation - Key Ratios
M&T Bank Corporation - Key Ratios * December 31, 2008 capital ratios are preliminary (1) (2) (3) (4) Internal Tangible Common Equity/Assets reflects deferred tax benefit. Q408 external calculation of TCE/TA = 4.55%. Rate of Internal Capital Generation = Annualized Operating Earnings After Dividends
Slide 8: Tier 1 Capital Ratio (2003-2008)
Tier 1 Capital Ratio (2003-2008) Despite lower earnings in a volatile environment, M&T's regulatory capital is as high as it's been in the past six years * Preliminary *
Slide 9: 2008 Summary
Strong core deposit growth Strong liquidity position Successful integration of Partners Trust and First Horizon branch acquisitions Continued progress in Mid-Atlantic markets Earned $599 million in Net Operating Income 2008 Summary
Slide 10: Acquisition Philosophy
Acquisition Philosophy EN MaT Bank Corporation ”
Slide 11: Approach to Acquisitions
Approach to Acquisitions Acquisitions at M&T take several different forms and serve different purposes Three Step Approach Pricing/Structure Conversion Integration In Market Lower Risk/Lower Required Return High cost save opportunities (Citi branches, Partners Trust) Market Expansion Higher Risk/ Hi
Slide 12: Provident Acquisition
Provident Acquisition EN MaT Bank Corporation ”
Slide 13: Transaction Highlights
Financially attractive combination Estimated IRR in excess of 16% Significant GAAP and operating EPS accretion by 2010 In-market transaction with meaningful cost synergies Low-risk transaction Experienced integrator with significant presence in Provident's markets ~$650 million in loan and securitie
Slide 14: Provident Sustains M&T's Growth Momentum
Provident Sustains M&T's Growth Momentum M&T has increased its Mid-Atlantic market and product penetration Strategy includes both organic growth and targeted acquisitions Investments in products, distribution, and people have supported M&T's momentum within Provident's footprint Annual net income gr
Slide 15: Attractive Valuation
Source : SNL Financial. Comparable Mid-Atlantic bank acquisitions with asset size between $3 billion and $10 billion since 2003 (nine deals total). Prior whole bank transactions and announcement dates: OnBank (10/28/97), FNB Rochester (12/9/98), Keystone (5/17/00), Premier (7/10/00), Allfirst (9/26/
Slide 16: Performance vs. Peers
Performance vs. Peers EN MaT Bank Corporation ”
Slide 17: Diluted EPS Growth Versus Peers
*2008 EPS reflects actual FY EPS for all banks reporting through 1/27/09. National City and Wachovia reflect FY 2008 FirstCall estimates as of 1/12/09. UnionBanCal 2008 = sum of Q108-Q308 actuals and Q408 FirstCall estimate as of 11/12/08. PNC and WFC reflect full year 2008 FirstCall consensus estim
Slide 18: Historical Performance: 10 Year Per Share CAGR 1997-2007
Note: Per share balances used to compute growth rates. Excludes nonrecurring items, except for Diluted GAAP EPS. VISA-related expense is included in 2007 Operating Expense. Source: SNL Interactive. Peer Median reflects 16 banks. Historical Performance: 10 year Per Share CAGR 1997-2007 Operating leve
Slide 19: Historical Performance: Per Share CAGR 1997-2008
Historical Performance: 11 year Per Share CAGR 1997-2008 Note: Per share balances used to compute growth rates. Excludes nonrecurring items, except for Diluted GAAP EPS. VISA-related revenue and expense are included in 2008 Securities G/L and Operating Expense, respectively. Source: SNL Interactive.
Slide 20: Net Interest Margin and Efficiency (1998-2008)
M&T's focus on returns and relationships rather than volumes allows it to maintain a slight advantage over the peer group Note: Taxable Equivalent net interest margin used for M&T and for peer banks when available. Source: SNL Interactive. Peer Median through 2007 reflects 16 banks. 2008 Peer Median
Slide 21: Historical Credit Cycle - Annual Trend, 1991-2008
Historical Credit Cycle - Annual Trend, 1991-2008 Source: SNL Interactive. *MTB historical data restated from 2003-2008 to exclude re-negotiated loans. Peer Median through 2007 reflects 16 banks. 2008 Peer Median reflects 13 of 16 peer banks. NCC and UB were acquired; PNC has not yet reported earnin
Slide 22: Credit Ratios - 2008
Credit Ratios - 2008 M&T has the highest coverage ratio among peers while maintaining the lowest ratio of net charge-offs to average loans Rank #3/13 Rank #1/13 Rank #1/13 Rank #11/13 Peer Median reflects 13 of 16 peer banks. NCC and UB were acquired; PNC has not yet reported earnings. Largest 3 Med
Slide 23: Capital: Tangible Capital Generation Rate
Capital Tangible Capital Generation Rate Tangible Capital Generation Rate = Operating Earnings after Dividends divided by Avg. Tangible Common Equity. Op Earnings after Dividends = Net Income Available to Common less Nonrecurring Revenue & Expense and Amortization Expense. Avg. Tang Comm Equity = Av
Slide 24: Shareholder Focus - Capital is Important to M&T
Shareholder Focus - Capital is Important to M&T Over 50% Ownership between AIB, M&T Insiders and Warren Buffett As of 2/28/08. Includes options & deferred bonus shares. Berkshire Hathaway- Warren Buffett M&T Management, Directors and Employees 20.9% 6.1% AIB 24.3% Other Shareholders 48.7% Management
Slide 25: M&T Bank Corporation... a solid investment
Of the largest 100 banks operating in 1983, only 25 remain today M&T Bank Corporation... a solid investment Among the remaining, M&T ranks highest in stock price growth
Slide 26: 2009 Outlook
2009 Outlook EN MaT Bank Corporation”
Slide 27: Summary - M&T Bank Corporation
Top quartile performance over long-term periods M&T's shareholder focused operating model has driven out- performance through the current economic cycle: Highest Tangible Capital Generation Rate among peers Highest Reserve Coverage Ratio Lowest Net Charge-off Ratio among peers Superior Efficiency an
Slide 28: Citigroup 2009 Financial Services Conference
Citigroup 2009 Financial Services Conference January 28, 2009
Slide 29: Appendix
Appendix EN MaT Bank Corporation”
Slide 30: Reconciliation of GAAP and Non-GAAP Results of Operation
Reconciliation of GAAP and Non-GAAP Results of Operation * Excludes gain/(loss) on sale of securities.
Slide 31: Reconciliation of GAAP and Non-GAAP Results of Operation
Reconciliation of GAAP and Non-GAAP Results of Operation
Slide 32: 2008 Peer Group Methodology
2008 Peer Group Methodology Pulled top 25 US-based bank holding companies by asset size on December 31, 2007 Eliminated the largest 5 due to asset size (Citigroup, Bank of America, JP Morgan, Wachovia, Wells Fargo) Eliminated the three trust banks due to dissimilar business mix (Bank of New York Mel
Slide 33: 2008 Peer Group
2008 Peer Group BB&T Corporation Capital One Financial Corporation Comerica Incorporated Fifth Third Bancorp First Horizon National Corporation Huntington Bancshares Incorporated KeyCorp M&T Bank Corporation Marshall & llsley PNC Financial Services Group, Inc. Regions Financial Corporation SunTrust
Slide 34: Acquisition of Provident Bankshares
Acquisition of Provident Bankshares Announced December 19, 2008
Slide 35: Summary of Key Terms
Summary of Key Terms Purchase Price: $10.50 per Provident share 1 37% premium to Provident's 20-day average share price Exchange Ratio: Fixed at 0.171625 M&T shares per Provident share - - Exchange ratio based on M&T's closing price per share of $61.18 as of December 16, 2008 Transaction Value: $401
Slide 36: Summary of Key Terms (cont'd.)
Summary of Key Terms (cont'd.) Expected Closing: Second quarter of 2009 Cost Savings: 45% of Provident's annual operating expenses Run-rate fully realized by late 2010 Merger-Related Charges: $99 million Revenue Synergies: None assumed Asset Marks: Loans: $383 million (pre-tax) Securities: $264 mill
Slide 37: Market Leadership in Mid-Atlantic
Market Leadership in Mid-Atlantic Source: SNL. M&T Provident Rank Institution Deposits Market Share (%) Branches (#) 1 Bank of America 18,536 19.2 195 Pro Forma M&T Bank 11,233 11.6 253 2 PNC 9,565 9.9 203 3 Capital One 8,221 8.5 141 4 Wells Fargo 7,464 7.7 82 5 M&T Bank 7,418 7.7 153 6 SunTrust 6,5
Slide 38: Comprehensive Loan Diligence Review
Comprehensive Loan Diligence Review Provident Loan Composition - 9/30/08 Total Loans: $4.3 billion M&T completed an extensive review of Provident's loan portfolio Reviewed underwriting standards Analyzed loan-level portfolio data Examined broad cross-section of loan files and documentation Interview
Slide 39: Comprehensive Securities Diligence Review
Comprehensive Securities Diligence Review Provident Securities Composition - 9/30/08 Pooled trust preferred CDOs ("TRUPs CDOs") were a primary diligence focus Conducted credit analysis of over 1,000 individual banks collateralizing CDOs Incorporated credit analysis in modeling cash flows for each se
Slide 40: Additional Information About the Merger
In connection with the proposed merger, M&T Bank Corporation ("M&T") has filed with the U.S. Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 that includes a preliminary version of a Proxy Statement of Provident Bankshares Corporation ("Provident") and a preliminar
M&T Bank — Citigroup 2009 Financial Services Conference on 6ix