M & T Bank (MTB) Earnings Report: Q Conference Call Transcript

Transcription

1 M & T Bank (MTB) Earnings Report: Q Conference Transcript The following M & T Bank conference call took place on O ctober 19, 2015, 09:30 AM ET. This is a transcript of that earnings call: Company Participants Don MacLeod; M&T Bank Corporation; Administrative VP Assistant Secretary IR Director Rene Jones; M&T Bank Corporation; Vice Chairman CFO Other Participants David Eads; UBS; Analyst Erika Najarian; BofA Merrill Lynch; Analyst Matt O Connor; Deutsche Bank; Analyst Brian Klock; Keefe Bruyette & Woods Inc.; Analyst Bob Ramsey; FBR & Co.; Analyst Bill Carcache; Nomura Securities Co Ltd.; Analyst Sameer Gokhale; Janney Capital Markets; Analyst Matt Burnell; Wells Fargo Securities LLC; Analyst Ken Z erbe; Morgan Stanley; Analyst Ken Usdin; Jefferies LLC; Analyst Marty Mosby; Vining Sparks; Analyst David Darst; Guggenheim Securities LLC; Analyst Gerard Cassidy; RBC Capital Markets; Analyst Chris Spahr; CLSA Limited; Analyst MANAGEMENT DISCUSSIO N SECTIO N Welcome to M&T Bank's third quarter 2015 earnings conference call. (O perator Instructions). It is now my pleasure to turn the call over to Don MacLeod, Director of Investor Relations. Please go ahead. Do n MacLe o d (Administrative VP Assistant Secretary IR Director): Thank you, Maria. Good morning. I'd like to thank everyone for participating in M&T's third quarter 2015 earnings conference call, both by telephone and through the webcast. If you have not read the earnings release we issued this morning, you may access it along with the financial tables and schedules from our website, and by clicking on the Investor Relations link. Also, before we start, I'd like to mention that comments made during this call might contain forwardlooking statements relating to the banking industry and to M&T Bank Corporation. M&T encourages participants to refer to our SEC filings, including those found on Forms 8-K, 10-K and 10-Q, for a complete discussion of forward-looking statements TheStr eet, Inc. Al l R i ghts R eser ved Page 1 of 26

2 Now I'd like to introduce our Chief Financial O fficer, Rene Jones. Thank you, Don. Good morning, everyone. Thank you for joining us on the call this morning. As I'm sure you noticed in this morning's press release, earnings were a bit soft relative to this year's second quarter as origination activity slowed in both our residential and commercial mortgage banking operations. In addition, credit costs were slightly higher coming off unusually low second quarter levels. That said, growth in net interest income and certain other revenue categories, combined with wellcontrolled operating expenses, which enabled us to maintain a solid efficiency ratio, slightly improved from both last quarter and last year's third quarter. As I am sure all of you are aware, our application to acquire Hudson City Bancorp was approved by the Federal Reserve on September 30, and subsequently by other regulators, and is set to close on November 1. We'll start out this morning by reviewing a few of the highlights from the recent quarter's results, after which we will give you an update on our outlook for the merger and its benefits to M&T. Then Don and I will be happy to take your questions. Turning to the results, diluted GAAP earnings per common share were $1.93 for the third quarter of 2015 compared with $1.98 in the second quarter, and up from $1.91 in the third quarter of Net income for the quarter was $280 million compared with $287 million in the linked quarter and $275 million in the year-ago quarter. Recall that in this year's second quarter in connection with the divestiture of Wilmington Trust's trade processing business, we recorded a pretax gain of $45 million, while operating expenses included $40 million in contributions to the M&T Charitable Foundation. Taken together, the two items reduce net income by about $1 million, or $0.01 per common share. Since 1998, M&T has consistently provided supplemental reporting of its results on a net operating or tangible basis from which we exclude after-tax effect of amortization of intangible assets as well as expenses and gains associated with mergers and acquisitions. After-tax expense from the amortization of intangible assets was $3 million, or $0.02 per common share, in the recent quarter compared with $4 million and $0.03 per common share in the second quarter. M&T's net operating income for the third quarter, which excludes intangible amortization, was $283 million compared with $290 million in the linked quarter and $280 million in last year's third quarter. Diluted net operating earnings per common share were $1.95 for the recent quarter compared with $2.01 in the previous quarter and up $0.01 from the year-ago quarter. Net operating income yielded annualized rates of return on average tangible assets and average tangible common shareholders equity of 1.18% and 12.98% for the recent quarter. The comparable returns were 1.24% and 13.76% in the second quarter of In accordance with SEC guidelines, this morning's press release contains a tabular reconciliation of GAAP to non-gaap results, including tangible assets and equity. Looking to the balance sheet and the income statement, taxable equivalent net interest income was $699 million for the third quarter of 2015, representing a 4% increase from last year's third quarter, and up $10 million for an annualized 6% from the linked quarter. The net interest margin was 3.14% during the quarter, down 3 basis points from 3.17% in the second quarter. Drivers of the change in margin were as follows. Higher levels of trust deposits placed with the Fed diluted the margin by about 2 basis points, but had any material impact on the dollar amount of net interest income. O ffsetting that were higher levels of prepayment fees and cash interest received on nonaccrual loans, which boosted the margin by 2014 TheStr eet, Inc. Al l R i ghts R eser ved Page 2 of 26

3 about 2 basis points. And that implies the majority of the 3 basis point overall margin decline was attributable to core factors such as loan and deposit pricing. Average loans increased by $179 million, or about 1% annualized, compared with the second quarter. The quarter's results were characterized by high levels of prepayments in addition to the usual slowdown in loans to auto dealers to finance their floor plan inventory. Looking at each of the portfolio categories on average basis compared to the linked quarter, commercial and industrial loans decreased an annualized 1%. Excluding floorplan loans, C&I loans actually grew at a 3% annualized base. Commercial real estate loans increased by about 1% annualized,. Residential mortgage loans declined $98 million or an annualized 5%. We have chosen not to replace run off in this portfolio in advance of the Hudson City merger as its portfolio is almost entirely comprised of residential mortgages. Consumer loans grew an annualized 8%, reflecting good growth in indirect auto and recreation finance loans. We were pleased to see that the mid-atlantic was our strongest region for loan growth during the past quarter, averaging about 6% annualized growth, while our metro region, which includes New Jersey, average 3% growth. Average core consumer deposits, which excludes deposits received at M&T's Cayman Island office and CDs over $250,000, increased an annualized 4% from the second quarter, primarily due to the higher levels of trust deposits I referenced earlier. Average investment securities increased to $246 million or 1.7% compared with the second quarter. We are currently in compliance with the liquidity coverage ratio requirement that comes into effect in early -- at the beginning of Turning to noninterest income, noninterest income or fee income totaled $440 million in the third quarter. The comparable figure in the linked quarter was $497 million, which included the $45 million gain on the trade processing sale I mentioned earlier. Mortgage banking revenues were $84 million in the third quarter compared with $103 million in the prior quarter. Residential mortgage banking revenues declined by $8 million, about half relating to lower gains on sale which came as the result of a 13% decline in mortgage loans originated for sale while the other half came from softer residential servicing revenues. Commercial mortgage banking revenues were down $10 million from the prior quarter as purchases of multi-family commercial mortgages by the GSEs flowed from the first half the year as they managed to the annual caps imposed by the regulator. Service charges on deposit accounts increased to $107 million, up from $105 million in the second quarter. The increase was balanced between consumer and commercial. Trust income was $114 million in the recent compared with $119 million in the previous quarter. The second quarter figure included $3 million of seasonal tax preparation fees. The remainder of the decline is largely attributable to lower market values of managed assets due to the recent stock market decline. We would note that after adjusting for the impact of the trade processing sale, both the gain and the detested revenues, total noninterest revenue was up 2% through the first three quarters of 2015 compared with the same period last year TheStr eet, Inc. Al l R i ghts R eser ved Page 3 of 26

4 Turning to expenses, expenses continue to be well controlled. O perating expenses for the third quarter which exclude expenses from the amortization of intangible assets were $650 million, down from $691 million in the linked quarter, which of course included the $40 million donation to the M&T Charitable Foundation. O n a year-over-year basis, operating expenses declined $8 million or 1%. Sharply lower professional service costs were partially offset by higher employee benefits expense. As a result, the efficiency ratio, which excludes intangible amortization, was 57.1% for the third quarter, improved from 58.2% in the second quarter and 58.4% in the year-ago quarter. Next, let's turn to credit. Nonaccrual loans were $787 million, or 1.15% of total loans at the end of the third quarter, a $10 million or 2 basis point decline from the end of the second quarter. Net charge-offs for the third quarter were $40 million compared with $21 million in the second quarter. Annualized net charge-offs as a percentage of loans were 24 basis points for the period compared with an unusually low 13 basis points in the previous quarter. Looking back over the past two years, our trend in credit losses has been fairly consistent. Annualize net charge-offs were 19 basis points of total loans for the first three quarters of 2015, unchanged from the first three quarters of The provision for credit losses was $44 million in the second quarter, exceeding net charge-offs by $4 million. Net access provision brought the allowance for credit losses to $934 million at the end of September and reflects our assessment of the loss content in the loan portfolio. The ratio of allowance to loans was 1.36%, unchanged from the prior quarter. The loan loss allowance as of September 30 was seven times 2015's annualized year-to-date net charge-offs. Finally, loans 90 days past due on which we continue to accrue interest, excluding acquired loans that have marked fair value at acquisition, were $231 million at the end of the recent quarter. O f these loans, $194 million or 84% are guaranteed by government related entities. Turning to capital, our common equity tier 1 ratio under the transitional Basel III capital rules currently in effect was an estimated 10.08% at the end of the recent quarter, up from 9.91% at the end of June. Now, turning to the outlook, the past quarter -- this past quarter was important as it represents our last quarter before the combination of M&T and Hudson City. We thought it would be helpful to revisit where M&T has been on a standalone basis before we offer our thoughts on the impact from Hudson City. Through the first three quarters, our average loan growth is 4.8%, still running slightly ahead of the 4% projection we gave on the January earnings call despite a very competitive lending environment. O ur outlook on net interest margin remains unchanged, consistent with past comments. The pressure on the core margin from loan and deposit pricing remains in the area of about 3 basis points per quarter. Net interest income is up 2% through the first three quarters of 2015 compared with the same period last year. While an increase in short-term rates will more than offset those margin -- would more than offset those margin pressures should that occur, we have learned not to hold our breath waiting for such an event. It's worth noting that the elevated levels of prepayment fees and the interest on nonaccrual rates in the past quarter could well return to more normal levels in the fourth quarter. The softness in the mortgage market is pressuring noninterest income. As noted earlier, adjusting for the trade processing divestitures, noninterest revenues were also up 2% over the first three quarters compared to last year, the same period last year. Taken together, 2% growth in both spread revenues and fee revenues illustrates the slow revenue growth environment in which we are operating. Regarding expenses, we are pleased with our progress towards improving our efficiency ratio over the 2014 TheStr eet, Inc. Al l R i ghts R eser ved Page 4 of 26

5 course of this year. We remain focused on optimizing areas at our expense base as a way of funding the additional investments we want to make toward enhancing our technology infrastructure. It remains our goal to demonstrate continued improvement in the efficiency ratio over time. Credit trends have shown little change. Although the net charge-offs increased this quarter from what was an unsustainably low level in the second quarter, the 19 basis point charge-off ratio for the year-todate period has been consistent for some time now, and other credit measures are still trending in a positive direction. In all, the slow revenue growth environment has been challenging for banks, although we have tracked relatively well versus our peer group. It's been our historical practice in this type of environment to focus on managing expenses to produce modest positive operating leverage such that the growth in the bottom line is a little bit better than the top line. So let's turn to Hudson City and the impact of the merger. After a long waiting period, we are pleased that, based on our estimates, the economics of the transaction are intact. O ur current expectation is that the merger will contribute mid-single-digit accretion to net operating earnings in 2016, slightly lower than our previous estimate. This excludes revenue synergies or changes in business mix that should occur over time. At the same time, we estimate higher accretion to tangible book value per share and higher accretion to regulatory capital than our previous estimates. Those higher upfront economic benefits reflect the impact of changes in market conditions on the value of Hudson City's assets and liabilities. As such, a greater portion of the economics of the transaction will be realized upfront in the opening balance sheet in the form of tangible capital. To the extent this capital can be deployed effectively or returned to shareholders, there could be additional positive impact on future earnings per share. In summary, our key estimates for the transaction are as follows: mid-single-digit accretion in net operating earnings in 2016; immediately accretive to tangible book value per share; immediate accretion to the regulatory capital ratios in the range of 50 to 70 basis points. O ur estimated internal rate of return from the transaction is unchanged from our due diligence estimates of approximately 18%. Underlying those estimates are the following assumptions. We expect to close the transaction on November 1, but don't anticipate fully converting Hudson City to M&T systems and back-office until sometime near the end of the first quarter of We still expect to delever the Hudson City balance sheet, but the implementation of the liquidity coverage ratio may require us to maintain a modest portion of their securities and borrowings as compared with our original projection. When that delevering is completed and inclusive of acquisition accounting, we expect Hudson City to add about $19 billion of loans and $24 billion of assets to M&T's pre-merger balance sheet. The retention of securities and borrowings in order to neutralize the impact from Hudson City's balance sheet on our liquidity coverage ratio position will modestly reduce the net interest margin for the consolidated balance sheet below pre-merger M&T, but will have little impact on net interest income. O ur estimate of merger-related expenses is substantially unchanged from our original projections. When the deal was announced, we estimated that we would be able to rationalize approximately 24% of Hudson City's pre-merger expense base net of additions to staff required to build out our commercial banking capabilities within the Hudson City footprint. Given that we've added to our existing presence in New Jersey, we believe we can likely exceed our original estimates. O f course, as you are aware, our projections are subject to a number of uncertainties and various assumptions regarding regional and economic growth, changes in interest rates and credit spreads, 2014 TheStr eet, Inc. Al l R i ghts R eser ved Page 5 of 26

6 political events, and other macroeconomic factors which may differ materially from what actually unfolds in the future. Now let's open up the call to questions, before which Maria I will briefly review the instructions. Q UESTIO NS & ANSWERS (O perator Instructions). David Eads, UBS. David Eads (Analyst - UBS): Thanks for taking the question. Maybe starting out on kind of what you touched on last about, the progress on hiring the commercial lenders in New Jersey in the Hudson City footprint, can you remind us how -- whether you're kind of already there, and basically how quickly you think you can ramp up the loan growth in the Hudson City footprint? In total, we have on the ground 122 I believe this last count of folks focused on interfacing with customers. And we have -- our loan book has now grown in the interim time here to about $1.5 billion and is pretty much on track with sort of what our expectation was when we sort of set out to do this. And the teams are working very well together, so it's not just commercial bankers. We've got a very strong team of wealth professionals from Wilmington Trust. We have basically mortgage folks. We have the full complement. What will be added to that is our presence in the branches, which tends -- it obviously is a benefit to commercial but it will be a real benefit the business banking lending. And so my sense is we've got a nice pace of growth there from commercial and commercial real estate in the commercial real estate space. It will be nice to get a boost from the business banking side as well. So, I don't anticipate any difficulty in building out an M&T Bank in New Jersey. David Eads (Analyst - UBS): Sure. That's helpful. And then how should we think about the trajectory for the mortgages on the balance sheet? You guys obviously ran it down decently this quarter, and Hudson City has been running theirs down it seems like 3% to 4% a quarter. Could we expect those kind of trends to continue or is there anything else we should think about in the mortgage on the balance sheet side? No, I don't think so. I think the model that Hudson City ran, particularly with the volume, and the volume included use of brokers, for us will be discontinued. So that will reduced in that balance sheet shrinking over time. It's sort of a random walk, right, so look at current prepayment speeds, look at how the portfolio has been paying down over the last six months and that's where I would focus my attention. David Eads (Analyst - UBS): All right. Thanks for taking the question. Erika Najarian, Bank of America. Erika Najarian (Analyst - BofA Merrill Lynch): 2014 TheStr eet, Inc. Al l R i ghts R eser ved Page 6 of 26

7 My first question is just a little bit more detail on the standalone guidance that you gave, Rene. You made a significant amount of -- continued to make significant amount of progress on the expense front for standalone M&T. And I'm wondering, as we think about the $200 million in other costs of operations, is that a sustainable number going forward, or how much more savings do we think can come out of that line? Yes. So I think, at this point in time, what we are doing in terms of looking at efficiencies is we are examining our whole operations and not any one particular line item on the balance sheet. So, that could come all the way through the categories from salaries and benefits all the way through the other operating expenses that you mentioned. We may be a little bit high today in professional services with still an amount -- some measure of work going on in the compliance and risk functions that we need to complete, a little bit around CCAR that we need to complete. But as that goes away, you will see that redeployed into IT. So, as an example, our total IT expense I think from the second to the third quarter was up $8 million. You see the total expenses are flat. That's essentially what's been happening. So other expenses have come down, but we've redeployed that into investment in IT. That's the type of thing that I would expect to keep happening, but I think I don't know that I would be solely focused on other operating expenses. I'd be focused on the whole picture. Erika Najarian (Analyst - BofA Merrill Lynch): So, in that case, is $654 million a good level set of a base that we should think about as we think about standalone M&T from here? You know, I don't know. In the very, very, very short-term, sure. But in terms of what we're really trying to do is we are trying to a get positive spread between revenue growth and expenses. So it could go higher depending on what our opportunities are. I think it's worth looking a little bit back at where we've been to kind of come up with our thoughts there. And Don and Andy and I looked at every quarter going back three years, and we looked at our performance on each category relative to our peer group, which is 12 institutions. We basically came out on top in terms of revenue growth over that period, and we came out in terms of PPNR, so revenue minus expense, we came out top quartile. O ne of the things that's been noticeably different is we have been continually -- we've not taken down our allowance, and you've seen that we provided more in our allowance, and that's a bit of a different trend than we've seen in the performance of the peers as they sort of have taken their -- right-sized their allowance to some degree. So when we look at it, we kind of think to ourselves, okay, boy, we wish our overall performance over that period was a little bit better in terms of EPS. But at the end of the day, in terms of the strength of the franchise, we're doing pretty well on the revenue growth front in a tough environment. O ur goal would be able to keep -- to try to keep doing that, which would mean that maybe we would grow expenses slightly but as long as we grow them slower, it will keep us on our mission. Erika Najarian (Analyst - BofA Merrill Lynch): Got it. And just one last one on Hudson City. As you mentioned, the accretion to tangible book value and 2014 TheStr eet, Inc. Al l R i ghts R eser ved Page 7 of 26

8 regulatory capital is going to be greater than expected. And you plan to return or are thinking about returning that excess back to shareholders. In your understanding of the CCAR process, is the capital you are going to accrete from that deal outside of the regular course of M&T business going to be looked at separately by the regulators in CCAR as they think about how much of your earnings that you could pay out in 2016? I think the way you need to think about it is, prior to an acquisition, your job is to, on a pro forma basis, bring the two organizations together and try to understand if it still fits the risk profile that you're comfortable in running an institution. And one of the biggest measures of that is how does it fare under stressful conditions? And so we have done that formally two times, maybe three or four. So our sense today is as we look that, we will look at the combined institutions. Having said that, we generate a lot of capital on our own, and we are now sitting with more capital than we had anticipated when we were running those stress tests, and we are doing that on a portfolio that will continue to run down and be right-sized to the size of the franchise. So said another way, we're going to generate a lot of excess capital as we move forward, and I think we just have to present that the right way. Like always, we may find opportunities to deploy it. If we don't, we've got to figure out ways to make sure we get that back to the shareholders. But I think, based on our previous tests and kind of how we feel we've been running recently, we think when we complete the deal we'll have quite a bit of excess capital. Erika Najarian (Analyst - BofA Merrill Lynch): Got it. Thank you. Matt O Connor, Deutsche Bank. Matt OConnor (Analyst - Deutsche Bank): Good morning. I want follow up on the comment that, including Hudson City, there would be a modest pressure to the NIM, a little impact on net interest income dollars. I just want to clarify that because obviously you're adding $24 billion of assets. I would think, net of NIM pressure, there is still actual accretion to net interest income dollars, maybe I heard that wrong. O kay. Thanks for that question. Let me clarify. When we originally started out, we had said that when we bring the two institutions together, it didn't really have an effect on our printed net interest margin percentage. And at that time, we were delevering all of the securities. It seems like the most economical thing to do is to keep in the neighborhood of $2 billion of those securities and hang on to some of the borrowings. And that's almost like what we've been doing over the past two years of adding those securities to the leverage ratio. So if you just look at that slightly higher than $2 billion trade, we think that is neutral to net interest income. And then so therefore, instead of being neutral when we bring the two institutions together, we will be slightly lower in our net interest margin as a combined entity. Is that more clear? Matt OConnor (Analyst - Deutsche Bank): Okay, got it. So including all $24 billion of assets, the NIM will be a little bit lower. Obviously, pick up a lot of dollars of net interest income then TheStr eet, Inc. Al l R i ghts R eser ved Page 8 of 26

9 Yes, yes. Exactly. Matt OConnor (Analyst - Deutsche Bank): Just coming back to the actual accretion, what's the tangible book value accretion that you estimate now, and is that before or after marks? Everything we said is after marks. It's the end result. We haven't really said the number. Think about it in the range of 3%. Remember that when we first did the transaction, when you use percentages, The bank was a lot smaller and the capital was smaller. So those dollar numbers are actually larger than 3%, what 3% or 4% would have produced three years ago. Matt OConnor (Analyst - Deutsche Bank): O kay. And then just lastly, as we think about the earnings accretion and what that gets us in terms of call it combined earnings power of the Company, should we just take this quarter's earnings, annualize it, maybe assume some modest growth off that, and then mid-single-digit accretion, and that's a good starting point?, obviously without any benefit of higher rates or anything like that? I can't pick for you the quarter to start with, but I think you're thinking about it the right way, and that is sort of why we've talked about where we've been trending as a standalone organization. And if we didn't have Hudson City, we would try to tell you the things we would be doing. And the operating leverage concept is that you can produce more on the bottom line that you get on your topline, but you can't change the fact that we are in a low revenue growth environment. All of the banks are in that same space. So, I can't pick your starting point, but if you step back a bit, I think that's how you should -- that's how I would go about it. That's how we are going about it. Matt OConnor (Analyst - Deutsche Bank): Okay. All right., Thank you. Brian Klock, Keefe, Bruyette and Woods. Brian Klo ck (Analyst - Keefe Bruyette & Woods Inc.): Good morning Rene. So maybe just following up on the M&T standalone guidance discussion, you talked earlier about just the challenging revenue in that sort of neighborhood. So far, you've seen about 2% revenue growth I guess from NII and from the fee income lines. I guess what -- when you think about your projection for standalone M&T into the next 12 months, what kind of operating leverage are you trying to target? Are you trying to target a 1% or 2% positive operating leverage, or I guess what's the sort of thought process around if it's going to be a 2% revenue growth environment, does that mean you're going to be trying to keep expenses flat or how should we think about that? 2014 TheStr eet, Inc. Al l R i ghts R eser ved Page 9 of 26

10 I like the idea that we were able to -- I think we've got a 1%, 1.5% improvement in our efficiency ratio year-over-year. And I think that -- think about it this way. If you did that every other year, you would definitely have the lowest cost structure in the industry. And that was probably 2% or so. So if you can get 1% spread over a long period of time, it gives you a tremendous advantage. That might be -- we shoot for that. But as long as we get positive operating leverage, any positive operating leverage is a good thing. Brian Klo ck (Analyst - Keefe Bruyette & Woods Inc.): O kay. Fair enough. I think you're right looking at how challenging it's been, and obviously the expense you guys have put in BSA/AML is still pretty impressive when I think about the returns you've generated versus your peers. So I am looking forward to having you guys focus on what you do well and getting those costs down and integrating the deal. I guess on the follow-up side of this, on the Hudson City impact, you mentioned mid-single-digit accretion in 2016, but it sounds like, from the timing of layering in the integration and obviously in some of the LCR stuff that seems to be early in the year, do you think that by the time we get to the back half of 2016 that we might be maybe upper single digits to accretion as your run rate into 2017, or how should we think about that? I think there are two things to think about. I think the first one you got, which is we can't get the expense savings until we get through the integration. So you've got that, which I wouldn't expect to see really benefits of that really until the second quarter. And then on the other side of it, this is the real banking work. We've got to change the mix. So the balance sheet there was ballooned with more mortgages than we would've particularly carried, which means that you are relatively aggressive in your deposit pricing and you're only using time. But for us, as over time we convert that to sort of full-service commercial type bank, we should be able to get some synergies from bringing on more non-interest-bearing deposits and those more sort of core business and consumer deposits. That will take some time but that's what our job is. Brian Klo ck (Analyst - Keefe Bruyette & Woods Inc.): O kay. Last question, it has been pretty challenging from a commercial growth perspective for the industry this quarter. It's been seasonally soft. O bviously you pointed out the dealer floor plan, which is seasonally soft. O bviously, the fourth quarter for dealer floor plan usually comes back. I guess what are you thinking about your core sort of middle-market C&I customer, and maybe you can talk about what you are seeing in the pipeline into the fourth quarter. Yes, it's interesting. We gather all of the commentary from every single region every quarter, and we sit down and we chat. And as I look at it this quarter, it's been the quietest ever since. What I mean by that is it's not like the competition has abated, but when you look at spreads, particularly in the what we call middle-market, which is mostly C&I, you know, most of the regions had decent originations. And from a roll-on margin perspective, that was not different from the previous quarter, so there wasn't continued pressure there, or increasing pressure. My sense is that our sales force has done a very, very nice job, and it doesn't change the competitive 2014 TheStreet, Inc. All Rights Reserved Page 10 of 26

11 environment. But I can't imagine that we would see a slowing in any way, shape or form. I mentioned it in the comments that we are really pleased to see the mid-atlantic kind of have another quarter of growth, which seems like those guys on the ground there have really sort of turned it around from where we were a couple of years ago. So things look pretty good. The one trend that we saw that we have been sort of internally talking about, which is a long-term trend, is we saw a number of payoffs in western New York. And the largest of those were companies being taken out by private equity firms and financed outside of our Bank. So that's a trend that if you step way back, its non-bank lending private equity in those spaces had an impact on the industry. And I think that might continue. Brian Klo ck (Analyst - Keefe Bruyette & Woods Inc.): Thank you for your time, Rene. Bob Ramsey, FBR Bob Ramsey (Analyst - FBR & Co.): Thinking about loan growth, I know you talked about sort of continued attrition on the resi book. If I looked at M&T standalone, you've grown loans about $3 billion over the last year. Hudson City has seen just north of that in loan attrition. Is it fair to think that, on a combined basis, you guys are more or less flat over the next 12 months? I don't know. I don't think you're thinking about it wrong, but I just think look at the prepayment speeds there. I think you are right. O ur outlook for loan growth is not any different than we have been running, and we've been running at about 5% loan growth annually. Don and I talk about 4%, but we've been slightly ahead of that. And I think what's important is we've been doing that with very limited margin compression. So it's not just the loan growth. It's can you do it with rational rates? So I would guess we are able to stay there. Bob Ramsey (Analyst - FBR & Co.): O kay. That's helpful. Shifting peers back to kind of the capital question, you guys really emphasize you're going to generate a lot of capital going forward and you're starting off in a stronger place in terms of equity accretion than when the deal was announced. How are you thinking now about the potential to use the share repurchase authorization in your 2015 CCAR test now that you've got the approval and Hudson City will close pretty quickly here? Process-wise, what it makes us think about is it's obviously worth it to continue to invest and focus on our CCAR process. Because while we are all used historically just looking at it from a quantitative perspective, the gatekeeping is all around the qualitative. So we will continue to put heavy emphasis in that area, making sure that we continue to make good progress there and keep up with what the best standards are in the industry. And I think we are well below the payout ratios. Even with what we submitted and got approved last time, we are sort of at the low-end ratio of total payout of our peers. So my sense is that has to get normalized TheStreet, Inc. All Rights Reserved Page 11 of 26

12 But even after that, I think, given the circumstances that we just talked about, if we didn't think about some other opportunities, capital would continue to grow. So we've got to think about that strategically. But I would expect that we'll try to normalize our payout ratios with the rest of the industry. Bob Ramsey (Analyst - FBR & Co.): Okay. So I guess what I am saying is given that position, it sounds like you all are inclined to use the $200 million authorization you've got this year? The way you asked that question -- we don't have any different thoughts than when we submitted our plan. Bob Ramsey (Analyst - FBR & Co.): O kay. I guess, and maybe I don't remember right, I thought originally when you all had submitted the plan, the thought was you want to get Hudson City done first but you did want to have this out there and sort of see how the year progressed and would sort of assess -- That's exactly -- I see what you're asking. Yes, that's absolutely true. That's exactly the same. Getting the integration behind us is sort of a watershed event for us. So we will get that behind us and then think about how we move forward there. But it's not different from what I was saying earlier. Bob Ramsey (Analyst - FBR & Co.): O kay. Any thoughts on other bank M&A now that this deal has finally gotten approval? The only thought I have is, number one, we're going to focus on the integration of this deal. We think we've got it well under control, and it's not likely -- I mean it is likely to go pretty smoothly. And then on that basis, I guess the thing I would just sort of reiterate is despite how much capital you have sitting around, we don't do transactions unless they make a lot of economic sense. And so doing them for the sake of doing them doesn't have much appetite for us. So we'll just have to see what comes up. But our first priority is to sort of finish our risk work and integrate this transaction. And a lot of work on the ground in New Jersey, so we are happy about that. I would guess I would say from what I know today, we are relatively content with the work we have in front of us. Bob Ramsey (Analyst - FBR & Co.): O kay, great. Last question and I'll hop out. But just on the FDIC assessment line, can you remind us what the expectation is for the FDIC insurance expense with Hudson City in there, both I guess in the fourth quarter, and then I think that that rate sort of gets reevaluated? I just can't remember exactly how it works. I've got a lot of blank stares around the table. Bob Ramsey (Analyst - FBR & Co.): Okay. We can circle back up on that off-line I guess. Thank you TheStreet, Inc. All Rights Reserved Page 12 of 26

13 Bill Carcache, Nomura. Bill Carcache (Analyst - Nomura Securities Co Ltd.): Thanks, good morning. Hi Rene. Can you talk about how far Hudson City is currently from where you think you'll need to get it so that you have the kind of branch density that you've historically had in your core markets, where I guess convenience has been one of the factors that has enabled you to enjoy below market funding costs? Yes, that's a great question. Let me start off by saying if we are going to publish an investor presentation somewhere in the next 30 days. But when you look at the branch presence that we get with 130 branches -- of course not all are in New Jersey -- some complement, there some complement. We're in Connecticut for the first time. We have a very, very nice complement on Long Island. So when you look at what happens on Long Island from the Hudson City branches combined with the M&T branches, I think you get a meaningful change there. And I'm starting on the smaller end. And then if you actually think about Philadelphia, we were in Philadelphia. Then we did Wilmington, which got more of a presence, and we get a few branches in Philadelphia again, which helps the density over time. If I go back 15 years ago, everybody asked what are you doing in Philadelphia? You don't have -- over time that changes, and that density matters a lot. New Jersey, I think we are in a good starting position. I forget if we are fourth or fifth deposit share. We'd like to be in the top two or three. And we think if you are in the top two or three, you get meaningful -- make a meaningful difference. So my sense is we have work to do there over time, but just think about it today, I think we have in the neighborhood of -- I'm going to get this wrong to 800 branches, 700, somewhere in that neighborhood. So adding 130 is significant. And so I think it gets us off a pretty good start. It will take some time but will start to make a difference, especially relative to last year. Bill Carcache (Analyst - Nomura Securities Co Ltd.): Thanks. That's helpful. Switching over to some of the accretion impacts that you ran through earlier, if we set that aside, those immediate impacts, and just kind of look forward a little bit longer term, can you talk about what you're most excited about and where you see the greatest opportunity from a P&L perspective? Yes. I don't know if I can do it from a P&L perspective, but what I'm most excited about is the significant, significantly outsized level of opportunity for small businesses, middle-market companies in New Jersey in terms of density versus our existing footprint. And we are not coming in sort of thinking about, well, we just bought some ranches and we're going to work. We are coming in with a full-service bank. So we have the ability to meet the needs of those. And we think we are differentiated in our approach relative to the existing institutions that serve those markets today. So, it's not one line item. I think the way in which we are going to be able to come in with our product set, which is now much broader than it was 15 years ago, my sense is that I'm really, really looking forward to becoming a really well known productive member of those communities TheStreet, Inc. All Rights Reserved Page 13 of 26

14 The other thing I'm excited about is we add a lot of employees on the ground in New Jersey. And adding significant amounts of people is really what makes us notable in a community. It's not just the guys that are out there making loans. It's that we begin to have the ability to have people in all kinds of the sort of organizations that improve the quality of life in New Jersey and we try to become part of that fabric. So it's hard to say it's going to be across the board, but that's what I am most excited about. It should be a lot of fun. Bill Carcache (Analyst - Nomura Securities Co Ltd.): Thanks for that. And switching years to the fee income line, I wanted to follow up on some of the comments you made about the softness that we saw in mortgage banking revenues this quarter. Can you frame for us what kind of run rate for standalone M&T we should be thinking about going forward and broadly in the fee income line? Yes. So, I gave you the impact of the decline, little less than half in retail, half in commercial. O n the retail side, we've been moving along. Part of that decline was in our mortgage servicing book. And in the shortterm, you could see that stay at those levels. But we do have, as I mentioned, the appetite and the capacity at some point, should the opportunity arise, to do more in that space. So when you think longerterm, my sense is as long as we remain a strong servicer with strong policies and the performance that we have today, that could be a bigger space for us and provide some upside to where we are running. If you go to the commercial side, a lot of the decline was really caused by the cap. So the business is running along. I would suspect that in that business across the industry you saw probably a similar decline. In our case, maybe it was a little bit more, and I think we are at the lower levels that we've seen in a long time. So even despite the cap, my sense is that we could see a little bit of a rebound there as well. Bill Carcache (Analyst - Nomura Securities Co Ltd.): Got it. Thanks Rene. Sameer Gokhale, Janney Montgomery Scott. Sameer Gokhale (Analyst - Janney Capital Markets): Thank you. Good morning. I just want to go back your commentary about the 24% in cost saves that you are anticipating. I just wanted to clarify because I think, going back to your comments, a lot of equity was announced. It looks like a lot of those costs were associated with risk, technology related and similar type costs. So should I expect that you realize those in Q4, and then Q1 of 2016 onwards you have that cost reduction all baked in. Is that the way to think about it? Because I think those were related to data processing and service agreements and the like, so I just want to clarify that. So the base elements of what you're saying are correct, but remember unlike what we have done in our history, we couldn't this time to a simultaneous merger conversion. So we need all that technology. The Bank will run on its existing technology through conversion, which doesn't take place until the first quarter. So post-that, when we are not using those services, those services post the first quarter will be performed by M&T TheStreet, Inc. All Rights Reserved Page 14 of 26

15 Sameer Gokhale (Analyst - Janney Capital Markets): O kay. That's helpful. And then this time thinking about the timeframe, obviously it's been [two] years now, and you finally got the approval to close on the deal. But relative to your initial expectations, I would've thought between then and now that there might have been additional areas where you could have maybe realized or thought about more operating efficiencies and the like so that, when you close the deal, you'll probably get more of the benefit in that regard than you might have initially expected. So was it just a function of the deal kind of dragging on and the fact that maybe Hudson City couldn't make the changes it needed to in anticipation of the deal, that might result in less cost savings or the same cost savings relative to what you just estimated? I was just wondering why there couldn't be more in savings just given the fact that you've had more time to work through operational issues and the like. So, it's really, really -- it's a great question. It's really, really important to understand that, in today's environment, until you have approval, you really can't go anywhere near that other institution. You're run totally separately and you don't have any influence over the management whatsoever. And that's not a gray area at all. So we have not been engaged in any of that type of activity. I think the other thing is that really where a lot of the -- all of our areas are fantastic. But there are very few places where we do -- where you get the full force of an M&T-like banking experience where you don't have a lot of ranches. So the idea that we now are bringing on the branches, all of those branch employees, I think that actually will give us a lot more opportunities and time to be thinking about that. And they are not -- don't think about it all as, in this particular case, as expense reductions. Think of it as opportunities to sort of apply broader services to that same set of customers who today are using really basic time accountings. They all have banking account relationships. They are just not doing their fullservice banking with Hudson. Sameer Gokhale (Analyst - Janney Capital Markets): Okay. And then just a question again going back to the yields on your C&I loans, and I think you referenced also growth in indirect auto, indirect auto in particular has been an area where people have talked a lot in the prime side about margin compression, yield compression. And on the C&I side, of course you saw some yield compression. And I would say that has been a little bit mixed. I think you have been seeing yields coming down, but were you surprised by the magnitude of your decline in the yield sequentially? Because there seem to be some banks talking about now finally some stabilization in yields on the commercial side. So, if you can just talk about your C&I yield, where you ended up relative to expectations, and then on the indirect auto, why pursue growth here when that's one of the most competitive areas out there? So just to get your thoughts would be helpful. Thank you. It didn't feel to me like we had significant compression. O bviously, when we look at C&I yields, we look -- we net out the prepayment fees and things like that fees, deferred fees. And as I look at not the balance sheet, but we spend a lot of time on deck of looking at all the new loans that are coming onto the system. As I said earlier, they came on at spreads that were pretty consistent with the last two quarters. So I didn't see a big change there. I would agree, I would agree that -- let me say it this way. It won't take much of a rate increase at all for all of that margin compression to go away. And I kind of feel like even when there's speculation about rates increasing, the actual market rates increase, and I think it benefits us. So my sense is that a lot of what we had seen a year or more ago has slowed down, but I think the pricing 2014 TheStreet, Inc. All Rights Reserved Page 15 of 26

16 on loans -- I don't expect the margins to be able to go up. But I think the overall movement in the balance sheet should stay where it is now unless we get a little increase in rates. Sameer Gokhale (Analyst - Janney Capital Markets): O kay. That's helpful. And I just wanted to congratulate you again on getting the approval for Hudson City after a long time. It's finally good to see that. So thanks for your comments. Thank you very much for that. Matt Burnell, Wells Fargo Securities. Mat t Burne ll (Analyst - Wells Fargo Securities LLC): Good morning Rene. Just a couple of follow-ups. First, on credit losses, I realize your point that year-todate losses are pretty -- in terms of the ratio are basically right on top of where they were last year. But just looking at this quarter versus the last quarter, was there any cleanup in the portfolio that you were looking at ahead of the Hudson City transaction, or is that -- was that basically a one-off or two-off this quarter that you don't expect to continue, given what appears to be guidance for pretty stable credit performance going forward on an M&T standalone basis? No, there is no such thing as cleanup at M&T. As we see things, we record them. But what I would say is just think about it this way. If you take the second and third quarter and merge them together, I think you come out with a charge-off rate of 18.5 basis points. So the message has been incredibly stable in terms of, anyway you look at it, we seem to be running at about 19 basis points. So my sense is unless we see some change in the economy, that over long periods of time -- over a while, we will be there. Now, having said that, I think our lowest charge-off rate in my time is 16 basis points. Do n MacLe o d (Administrative VP Assistant Secretary IR Director): For full-year 2006 it was 16 basis points. Mat t Burne ll (Analyst - Wells Fargo Securities LLC): Right, so it doesn't get much lower than this. And our average is 37. So these are the points in time when you typically would see that we are at a place where each quarter we've added a little bit to the allowance, because you're kind of as good as it gets and you've got to start making sure that, as things are frothy out there, particularly with other lenders and particularly with non-bank lenders, the competitiveness tends to cyclically turn around and produce issues on credit. And so we are sort of looking forward there. And you've seen us add a little bit our allowance over time. That would be pretty difficult because we are sort of at lows of charge-off experience, and eventually that has to turn around. Do n MacLe o d (Administrative VP Assistant Secretary IR Director): The other thing I'd mention maybe is, Matt, you're seeing a sort of statistically stable level of charge-offs coming out of the consumer portfolios, but commercial charge-offs come when they come. And there was a very low level of commercial charge-offs in 2Q, and just a couple loans got charged off in 3Q TheStreet, Inc. All Rights Reserved Page 16 of 26