FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
450, 5th Street
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of August, 2005.
The Toronto-Dominion Bank
(Translation of registrants name into English)
c/o General Counsels Office
P.O. Box 1, Toronto Dominion Centre,
Toronto, Ontario, M5K 1A2
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F o |
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Form 40-F ý |
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o |
No ý |
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
FORM 6-K
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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THE TORONTO-DOMINION BANK |
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DATE: August 4, 2005 |
By: |
/s/ Rasha El Sissi |
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Name: Rasha El Sissi |
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Title: Associate Vice President, Legal |
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Searchable text section of graphics shown above
[LOGO]
[GRAPHIC] |
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Building on Strength |
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[GRAPHIC] |
TD Banknorth |
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Bill Ryan |
Analyst Conference |
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Chairman, President and CEO |
August 3, 2005 |
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Peter Verrill |
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Chief Operating Officer |
Note on Forward-Looking Information |
[LOGO] |
This presentation contains certain forward-looking statements with respect to the financial condition, results of operations and business of TD Banknorth. Words such as expect, feel, believe, will, may, anticipate, plan, estimate, intend, should and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited, to, changes in general economic conditions, interest rates, deposit flows, loan demand, competition, legislation or regulation and accounting principles, policies or guidelines, as well as other economic, competitive, governmental, regulatory and accounting and technological factors affecting TD Banknorths operations. In addition, acquisitions may result in large one-time charges to income, may not produce revenue enhancements or cost savings at levels or within time frames originally anticipated and may result in unforeseen integration difficulties. Investors are encouraged to access TD Banknorths periodic reports filed with the Securities and Exchange Commission for financial and business information regarding TD Banknorth, including information which could affect TD Banknorths forward-looking statements. TD Banknorth does not undertake any obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
2
Todays Agenda
Overview of TD Banknorth |
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Bill Ryan |
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Peter Verrill |
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Hudson United |
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Steve Boyle |
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Wendy Suehrstedt |
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Commercial Lending/Risk Management |
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John Fridlington |
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Ed Schreiber |
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Questions and Answers |
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Who is TD Banknorth Inc.?
Headquartered in Portland, Maine
Approximately 55% owned by TD Bank Financial Group (TD)
Over 7,800 employees
$32 billion in assets as of 6/30/05
More than 1.3 million households throughout New England and upstate New York
Diversified loan and deposit base with emphasis on retail and commercial banking, investments and insurance
Community-banking model based on local decision-making and superior service
Poised for growth
4
TD Banknorth Vision Simple & Clear
Our vision is to be the premier community financial services company in the Northeast
5
Solid Financial Services Franchise in New England and New York
Nearly 400 branches and 550 ATMs
30 Wealth Management offices
71 Bancnorth Investment Group offices*
27 Banknorth Insurance Group offices
[GRAPHIC]
*Based on number of reps. housed in the branches as well as in centralized locations. In association with Bancnorth Investment Group Inc., a subsidiary of PrimeVest Financial Services, Inc.
6
Significant Expansion in CT and Natural Extension into the Mid-Atlantic Region
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Deposits ($MM) |
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Branches |
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ATMs |
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TD Banknorth |
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$ |
19,921 |
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386 |
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550 |
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Hudson United |
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6,254 |
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204 |
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201 |
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Pro Forma |
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$ |
26,175 |
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590 |
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751 |
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[GRAPHIC]
7
Community Banking Model
Bank presidents in each state responsible for all major decisions affecting their customers and communities;
Local decision-making authority and loan authority;
React and make decisions quickly;
Superior local service;
Target both the middle/small business commercial market and consumer market;
Deposit gathering focused on core deposits;
Cross sell additional services including insurance and investments.
8
How Were Organized
Bill Ryan |
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Peter Verrill |
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Carol Mitchell |
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David Ott |
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Mickey Greene |
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Wendy Suehrstedt |
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John Fridlington |
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Finance |
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Human Resources |
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Bank Presidents |
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Insurance |
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Retail Banking |
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Commercial Lending |
Risk Management |
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Facilities |
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Small Business |
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Wealth Management |
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Direct Banking |
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Large Corporate/ABL |
Technology |
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Legal |
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Mortgage |
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Investment Planning |
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Electronic Banking |
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Leasing |
Operations |
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Marketing |
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International |
eCommerce |
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Cash Management |
Investor Relations |
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Government Banking |
Strategic Planning |
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Consumer Lending |
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Merchant Services |
9
Consistently Strong Performance
10 consecutive years of operating EPS growth;
Strong profitability
29% cash ROE as of 6/30/05
51% cash efficiency ratio as of 6/30/05
Consistent, strong core loan and deposit growth;
Low-risk fee income growth with emphasis on loan and deposit fees, investment and insurance agency revenue;
Superior asset quality.
10
What Differentiates TD Banknorth?
Strong management team with a proven track record.
We do what we say well do.
Well-positioned for both organic and acquisition growth in higher growth markets in the Northeast.
Access to capital to implement growth strategy as part of TD.
Superior asset quality.
11
Do What We Say Well Do
On March 1, 2005, sold 51% of the company to TD;
As a result of TD Banknorth buybacks completed in March of 2005, TD now owns approximately 55% of the company;
Strategic rationale of the sale to TD was to allow us to continue to grow in New England and potentially beyond;
With the recent announcement of the acquisition of Hudson United Bancorp, we are doing exactly what we told you we would do.
12
Strong Loans & Deposit Growth
Loans
$ Billions
[CHART]
Loan and Lease Yields
2000 |
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2001 |
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2002 |
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2003 |
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2004 |
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8.57% |
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7.97% |
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6.69% |
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5.65% |
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5.29% |
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Deposits
$ Billions
[CHART]
Interest-Bearing Deposit Rates
2000 |
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2001 |
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2002 |
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2003 |
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2004 |
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4.13% |
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3.51% |
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2.05% |
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1.34% |
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1.08% |
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Commercial Loans by State 2002 - 2004
[CHART]
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State |
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MA |
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ME |
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NH |
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VT |
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CT |
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NY |
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2004 |
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46 |
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17 |
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13 |
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11 |
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10 |
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4 |
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2003 |
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42 |
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18 |
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14 |
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12 |
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10 |
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4 |
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2002 |
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41 |
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19 |
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15 |
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13 |
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7 |
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5 |
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Source: TD Banknorth 2004 10-K.
15
Loans by Type 2002 - 2004
[CHART]
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Commercial RE |
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Consumer |
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Commercial |
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Residential RE |
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Mortgages |
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Loans and |
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Business Loans |
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Mortgages |
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2004 |
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34 |
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29 |
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21 |
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17 |
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2003 |
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33 |
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29 |
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20 |
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18 |
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2002 |
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32 |
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28 |
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20 |
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20 |
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Source: TD Banknorth 2004 10-K.
16
Deposits by Type 2002 - 2004
[CHART]
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Now and money |
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Non-interest |
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Certificates of |
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markets accounts |
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bearing deposits |
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Regular Savings |
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deposits and |
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2004 |
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41 |
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21 |
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14 |
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25 |
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2003 |
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38 |
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19 |
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14 |
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29 |
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2002 |
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38 |
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18 |
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12 |
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33 |
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Source: TD Banknorth 2004 10-K.
17
Other Income Growth and Improved Efficiency
Noninterest income
(excluding securities gains/(losses)
$ Millions
[CHART]
Cash efficiency ratio
[CHART]
Cash Efficiency Ratio excludes securities gains/(losses), merger and consolidation costs, prepayment penalties on borrowings, and amortization of intangible assets.
18
Diversified Noninterest Income
Noninterest Income by Type as of 12/31/04
[CHART]
Source: TD Banknorth 2004 10-K.
19
Solid Earnings Growth
Cash Operating Earnings*
$ Millions
[CHART]
* Earnings excluding merger and consolidation costs, deleveraging losses and the amortization of identifiable intangible assets.
20
EPS Growth Per Diluted Share
[CHART]
* Earnings excluding merger and consolidation costs, deleveraging losses and the amortization of identifiable intangible assets.
21
Strong Asset Quality
NPAs as a % of Total Assets
[CHART]
NPAs as a % of Total Assets have remained relatively stable while Total Assets have increased by 57% from 2000-2004.
Net charge-offs as a % of Avg. Loans
[CHART]
22
History of Successful Acquisitions
Acquisitions are a core competency
TD Banknorth utilizes a disciplined and conservative acquisition model
Acquisitions must be accretive in the first full year
All acquisitions have met or exceeded financial targets
Completed 25 acquisitions since 1987
10 acquisitions completed since 2000 in higher growth markets of Massachusetts and Connecticut
11 insurance agency acquisitions since 1997.
Same integration team has been working together for the past 15 years
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Note on Non-GAAP Financial Information
This presentation contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (GAAP). The Companys management uses these non-GAAP measures in its analysis of the Companys performance. These measures typically adjust GAAP performance measures to exclude the effects of charges and expenses related to the consummation of mergers and acquisitions and costs related to the integration of merged entities, as well as the amortization of intangible assets in the case of cash basis performance measures. These non-GAAP measures also may exclude other significant gains or losses that are unusual in nature, such as security gains and prepayment penalties incurred in connection with deleveraging strategies. Because these items and their impact on the Companys performance are difficult to predict, management believes that presentations of financial measures excluding the impact of these items provide useful supplemental information that is essential to a proper understanding of the operating results of the Companys core businesses. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies.
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Additional Information about the Transaction
This presentation may be deemed to be solicitation material in respect of the proposed merger of TD Banknorth and Hudson United. In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. Shareholders of TD Banknorth and shareholders of Hudson United are encouraged to read the registration statement and any other relevant documents filed with the SEC, including the joint proxy statement/prospectus that will be part of the registration statement, because they will contain important information about the proposed merger. The final joint proxy statement/prospectus will be mailed to shareholders of TD Banknorth and shareholders of Hudson United. Investors and security holders will be able to obtain the documents free of charge at the SECs website, www.sec.gov, from TD Banknorth, Two Portland Square, P.O. Box 9540, Portland, Maine 04112-9540, Attention: Investor Relations, or from Hudson United, 1000 MacArthur Boulevard, Mahwah, New Jersey 07430, Attention: Investor Relations.
TD Banknorth, Hudson United and their respective directors and executive officers and other members of management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transaction. Information regarding TD Banknorths directors and executive officers is available in TD Banknorths proxy statement for its 2005 annual meeting of shareholders, which was filed with the SEC on April 20, 2005, and information regarding Hudson Uniteds directors and executive officers is available in Hudson Uniteds proxy statement for its 2005 annual meeting of shareholders, which was filed with the SEC on March 23, 2005. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
25
TD Banknorth Inc. and Subsidiaries Reconciliation Table Non-GAAP Financial Information
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YTD |
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(In thousands, except per share data) |
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2000 |
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2001 |
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2002 |
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2003 |
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2004 |
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June 05 |
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Net income before extraordinary item and cumulative effect of accounting change |
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$ |
191,734 |
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$ |
242,982 |
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$ |
298,638 |
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$ |
350,759 |
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$ |
304,643 |
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$ |
129,671 |
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Add back merger and consolidation costs, net of tax |
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Merger related |
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27,305 |
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2,460 |
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7,486 |
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5,710 |
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40,765 |
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26,865 |
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Securities restructuring |
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10,331 |
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51,560 |
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41,453 |
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Change in unrealized loss on derivitives |
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(4,332 |
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Branch closings |
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902 |
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1,272 |
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(260 |
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(35 |
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Charter consolidation |
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633 |
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2,340 |
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Write-down (adjustment) of auto lease residuals |
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2,405 |
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580 |
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(400 |
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(370 |
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Contract termination - merchant processing |
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2,009 |
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Excluding merger and consolidation costs, securities restructuring, and change in unrealized loss on derivatives |
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$ |
234,686 |
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$ |
247,927 |
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$ |
308,204 |
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$ |
356,034 |
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$ |
396,598 |
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$ |
193,657 |
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Amortization of intangibles, net of tax |
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17,423 |
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18,434 |
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4,220 |
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5,815 |
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5,608 |
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27,241 |
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Cash basis, excluding merger and consolidation costs, securities restructuring, change in unrealized loss on derivatives, and amortization of intangibles. |
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$ |
252,109 |
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$ |
266,361 |
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$ |
312,424 |
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$ |
361,849 |
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$ |
402,206 |
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$ |
220,898 |
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Diluted earnings per share, before extraordinary item and cumulative effect of accounting change |
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$ |
1.32 |
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$ |
1.68 |
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$ |
1.99 |
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$ |
2.15 |
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$ |
1.75 |
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$ |
0.72 |
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Effects of merger and consolidation costs, net of tax |
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0.30 |
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0.07 |
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0.07 |
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0.03 |
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0.23 |
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0.15 |
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Excluding merger and consolidation costs |
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$ |
1.62 |
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$ |
1.75 |
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$ |
2.06 |
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$ |
2.18 |
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$ |
1.98 |
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$ |
0.87 |
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Effects of change in unrealized loss on derivitives |
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(0.02 |
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Effects of deleveraging, net of tax |
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0.30 |
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0.23 |
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Excluding merger and consolidation costs, securities restructuring, and change in unrealized loss on derivatives |
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$ |
1.62 |
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$ |
1.75 |
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$ |
2.06 |
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$ |
2.18 |
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$ |
2.28 |
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$ |
1.08 |
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Amortization of intangibles, net of tax |
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0.12 |
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0.13 |
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0.03 |
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0.03 |
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0.03 |
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0.15 |
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Cash basis, excluding merger and consolidation costs, securities restructuring, change in unrealized loss on derivatives, and amortization of intangibles. |
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$ |
1.74 |
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$ |
1.88 |
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$ |
2.09 |
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$ |
2.21 |
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$ |
2.31 |
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$ |
1.23 |
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Non Interest Income |
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$ |
211,188 |
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$ |
240,505 |
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$ |
274,508 |
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$ |
367,159 |
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$ |
339,799 |
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$ |
142,891 |
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Net gains(losses) on sales of securities |
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(15,456 |
) |
1,329 |
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7,282 |
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42,460 |
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(7,701 |
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(49,036 |
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Lower of cost or market adjustments |
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(7,114 |
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Change in unrealized loss on derivitives |
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6,664 |
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Excluding net securities gains (losses) |
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$ |
226,644 |
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$ |
239,176 |
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$ |
267,226 |
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$ |
324,699 |
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$ |
347,500 |
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$ |
192,377 |
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Efficiency Ratio |
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61.67 |
% |
55.34 |
% |
54.10 |
% |
53.09 |
% |
60.09 |
% |
68.41 |
% |
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Effects of securities gains and prepayment penalties on borrowings |
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1.15 |
% |
-0.08 |
% |
-0.37 |
% |
-0.69 |
% |
-5.16 |
% |
-6.02 |
% |
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Effect of merger and consolidation costs |
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-7.48 |
% |
-0.67 |
% |
-0.64 |
% |
-0.69 |
% |
-3.88 |
% |
-5.52 |
% |
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Effects of change in unrealized loss on derivitives |
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0.66 |
% |
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Excluding securities gains, prepayment penalties on borrowings, change in unrealized loss on derivatives, and merger and consolidation costs |
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55.34 |
% |
54.59 |
% |
53.09 |
% |
51.71 |
% |
51.05 |
% |
57.53 |
% |
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Effects of amortization of intangibles |
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-2.53 |
% |
-2.40 |
% |
-0.61 |
% |
-0.77 |
% |
-0.67 |
% |
-6.30 |
% |
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Cash basis, excluding securities gains, prepayment penalties on borrowings, change in unrealized loss on derivatives, merger and consolidation costs, and amortization of intangibles |
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52.81 |
% |
52.19 |
% |
52.48 |
% |
50.94 |
% |
50.38 |
% |
51.23 |
% |
26
[LOGO]
[GRAPHIC] |
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Building on Strength |
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[GRAPHIC] |
Hudson United...A |
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Steve Boyle |
Platform for Growth |
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Chief Financial Officer |
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August 3, 2005 |
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Wendy Suehrstedt |
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EVP and Chief Retail Banking Officer |
Note on Forward-Looking Information |
[LOGO] |
This presentation contains certain forward-looking statements with respect to the financial condition, results of operations and business of TD Banknorth. Words such as expect, feel, believe, will, may, anticipate, plan, estimate, intend, should and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited, to, changes in general economic conditions, interest rates, deposit flows, loan demand, competition, legislation or regulation and accounting principles, policies or guidelines, as well as other economic, competitive, governmental, regulatory and accounting and technological factors affecting TD Banknorths operations. In addition, acquisitions may result in large one-time charges to income, may not produce revenue enhancements or cost savings at levels or within time frames originally anticipated and may result in unforeseen integration difficulties. Investors are encouraged to access TD Banknorths periodic reports filed with the Securities and Exchange Commission for financial and business information regarding TD Banknorth, including information which could affect TD Banknorths forward-looking statements. TD Banknorth does not undertake any obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
2
Hudson United More Than Just the Map!
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Deposits ($MM) |
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Branches |
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ATMs |
|
|
TD Banknorth |
|
$ |
19,921 |
|
386 |
|
550 |
|
Hudson United |
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6,254 |
|
204 |
|
201 |
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Pro Forma |
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$ |
26,175 |
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590 |
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751 |
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[GRAPHIC]
But the map is pretty good!
3
Whats Been Covered to Date
Great Markets
Wealth
Growth
Diversity
Break-out of New England creates more options
Organic growth existing locations
De Novo fill-in
Acquisitions small, large, north, south, east or west
4
Additional Detail on the Hudson Transaction
Solidly commercial franchise
Nominal mortgages
Lower than average CDs
Correct entry into a competitive market;
Cost saves achievable;
Franchise investment plan more than sufficient;
Significant revenue enhancements exist
5
C&I Loans Comprise 45% of Hudson Uniteds Total Loan Portfolio
($ in millions)
|
|
TD Banknorth |
|
Hudson United |
|
Combined |
|
|||||||||
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Loans |
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% |
|
Loans |
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% |
|
Loans |
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% |
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|||
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C&I |
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$ |
4,095 |
|
21 |
% |
$ |
2,174 |
|
45 |
% |
$ |
6,268 |
|
26 |
% |
Commercial Real Estate |
|
6,559 |
|
33 |
|
1,131 |
|
24 |
|
7,690 |
|
31 |
|
|||
Consumer |
|
5,607 |
|
29 |
|
1,006 |
|
21 |
|
6,613 |
|
27 |
|
|||
Residential Real Estate |
|
3,389 |
|
17 |
|
119 |
|
2 |
|
3,508 |
|
14 |
|
|||
Credit Cards |
|
|
|
|
|
378 |
|
8 |
|
378 |
|
2 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Loans |
|
$ |
19,650 |
|
100 |
% |
$ |
4,807 |
|
100 |
% |
$ |
24,457 |
|
100 |
% |
Less: Loan Loss Reserves |
|
(228 |
) |
|
|
(60 |
) |
|
|
(288 |
) |
|
|
|||
Net Loans |
|
$ |
19,422 |
|
|
|
$ |
4,748 |
|
|
|
$ |
24,169 |
|
|
|
Yield |
|
5.60 |
% |
|
|
6.26 |
% |
|
|
5.73 |
% |
|
|
Source: Company filings. Data as of or for the quarter ended March 31, 2005.
Note: Combined numbers do not include purchase accounting or pro forma adjustments.
6
Hudson United Has a Commercial Bank Deposit Base That is Similar to TD Banknorths
($ in millions)
|
|
TD Banknorth |
|
Hudson United |
|
Combined |
|
|||||||||
|
|
Deposits |
|
% |
|
Deposits |
|
% |
|
Deposits |
|
% |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Non-Interest Bearing |
|
$ |
4,216 |
|
21 |
% |
$ |
1,320 |
|
21 |
% |
$ |
5,535 |
|
21 |
% |
NOW, Savings & MMDA |
|
10,871 |
|
55 |
|
3,220 |
|
51 |
|
14,092 |
|
54 |
|
|||
Non-Brokered Time Deposits |
|
4,753 |
|
24 |
|
1,286 |
|
21 |
|
6,039 |
|
23 |
|
|||
Brokered Time Deposits |
|
81 |
|
0 |
|
428 |
|
7 |
|
509 |
|
2 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
19,921 |
|
100 |
% |
$ |
6,254 |
|
100 |
% |
$ |
26,175 |
|
100 |
% |
Cost |
|
0.92 |
% |
|
|
1.10 |
% |
|
|
0.96 |
% |
|
|
Source: Company filings. Data as of or for the quarter ended March 31, 2005.
Note: Combined numbers do not include purchase accounting or pro forma adjustments.
7
Hudson United Peer Analysis Deposit Base More Like a Commercial Bank
|
|
Noninterest |
|
|
|
Bearing Deposits/ |
|
|
|
Total Deposits (1) |
|
|
|
|
|
Thrifts |
|
|
|
Idependence Community |
|
15.5 |
% |
New York Community |
|
6.5 |
|
Astoria |
|
2.0 |
|
Sovereign |
|
14.6 |
|
Webster Financial |
|
13.0 |
|
|
|
|
|
Banks |
|
|
|
North Fork Bancorp |
|
20.3 |
% |
M&T Bank Corporation |
|
23.3 |
|
Commerce Bancorp |
|
25.5 |
|
Mercantile Bankshares |
|
28.2 |
|
Fulton Financial |
|
19.8 |
|
Valley National |
|
23.9 |
|
Susquehanna |
|
17.0 |
|
|
|
|
|
Thrift Average |
|
10.3 |
% |
Bank Average |
|
22.6 |
|
|
|
|
|
Hudson United Bancorp |
|
20.6 |
% |
TD Banknorth Inc. |
|
22.9 |
% |
(1) Source: SNL Securites for most recent quarter reported.
8
Correct Entry into Competitive Markets
Fixed costs already positioned
Capacity to handle substantially more volume
Modest rate-sensitive base to disintermediate
Generally good locations and facilities (excepting deferred maintenance)
BNK retail team visited 95% of Hudson locations during due diligence
Can/will achieve scale as we have in CT/MA
Allows for:
Aggressive pricing, product set
Excellent return on variable investments
9
Similar Experience in MA and CT
($ in millions)
|
|
BNK Expansion in MA |
|
||||||||||||||||
|
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
2000 |
|
1999 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Deposits |
|
$ |
7,064 |
|
$ |
5,664 |
|
$ |
4,962 |
|
$ |
3,088 |
|
$ |
3,117 |
|
$ |
2,203 |
|
Market Share |
|
4.09 |
% |
3.29 |
% |
3.24 |
% |
2.26 |
% |
2.32 |
% |
1.68 |
% |
||||||
Rank |
|
5 |
|
6 |
|
6 |
|
6 |
|
5 |
|
8 |
|
||||||
|
|
BNK Expansion in CT |
|
||||||||||||||||
|
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
2000 |
|
1999 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Deposits |
|
$ |
2,460 |
|
$ |
2,542 |
|
$ |
287 |
|
$ |
260 |
|
$ |
239 |
|
$ |
232 |
|
Market Share |
|
3.33 |
% |
3.63 |
% |
0.45 |
% |
0.43 |
% |
0.41 |
% |
0.39 |
% |
||||||
Rank |
|
8 |
|
6 |
|
34 |
|
36 |
|
35 |
|
37 |
|
||||||
Source: Lehman Bros.
10
Hudson United Average Branch Size
Market |
|
Hudson United |
|
Market Average |
|
||
|
|
($ in millions) |
|
($ in millions) |
|
||
|
|
|
|
|
|
||
Connecticut |
|
$ |
38.5 |
|
$ |
61.9 |
|
|
|
|
|
|
|
||
Northern New Jersey (1) |
|
$ |
30.7 |
|
$ |
69.0 |
|
|
|
|
|
|
|
||
Hudson River Valley (2) |
|
$ |
40.4 |
|
$ |
62.0 |
|
|
|
|
|
|
|
||
Philadelphia MSA |
|
$ |
22.7 |
|
$ |
54.7 |
|
Average deposits per TD Banknorth branch are $51 million.
Source: SNL Financial. Data as of June 30, 2004.
(1) Includes Bergen, Passaic, Essex and Hudson counties.
(2) Includes Orange, Dutchess, Westchester, Putnam, Ulster, Rockland and Sullivan counties.
11
Cost Saves Realistic In Line With Other Recently Announced Deals
Announce |
|
|
|
In Mkt/ |
|
Deal |
|
Announced |
|
|
Date |
|
Acquiror / Target |
|
Out-of-Mkt |
|
Value ($MM) |
|
Cost Saves |
|
|
7/6/2005 |
|
Zions Bancorp / Amegy |
|
Out-of-Market |
|
$ |
1,702 |
|
18 |
% |
6/13/2005 |
|
BNP Paribas Group/ Commercial Federal |
|
Out-of-Market |
|
1,360 |
|
21 |
|
|
3/7/2005 |
|
Capital One Financial / Hibernia |
|
Out-of-Market |
|
5,351 |
|
21 |
|
|
8/2/2004 |
|
Fifth Third Bancorp/ First Natl Bkshs of FL |
|
Out-of-Market |
|
1,530 |
|
35 |
|
|
5/7/2004 |
|
SunTrust Banks / National Commerce Finl |
|
In-Market |
|
7,433 |
|
20 |
|
|
2/16/2004 |
|
National City / Provident Financial Group |
|
In-Market |
|
2,134 |
|
25 |
|
|
2/15/2004 |
|
North Fork / GreenPoint Financial (inc. Greenpoint Mtg.) |
|
In-Market |
|
6,396 |
|
19 |
|
|
1/26/2004 |
|
Sovereign Bancorp / Seacoast Financial |
|
In-Market |
|
1,100 |
|
35 |
|
|
11/24/2003 |
|
Independence Comm. Bank / Staten Island Bancorp |
|
In-Market |
|
1,474 |
|
40 |
|
|
6/27/2003 |
|
New York Community / Roslyn Bancorp |
|
In-Market |
|
1,579 |
|
28 |
|
|
1/21/2003 |
|
BB&T / First Virginia Banks |
|
In-Market |
|
3,376 |
|
40 |
|
|
|
|
Mean |
|
|
|
|
|
27 |
% |
|
|
|
Median |
|
|
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mean of In-Market Transactions |
|
|
|
|
|
30 |
% |
|
|
|
Mean of Out-of-Market Transactions |
|
|
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNK / HU |
|
|
|
$ |
1,912 |
|
25 |
% |
Note: Includes all transactions announced since 1/1/03 with deal value between $1 billion and $10 billion and with cost saves disclosed.
12
Cost Saves Consistent with Our Experience
($ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deal Value / |
|
Estimated |
|
||||
Announce |
|
|
|
Deal |
|
Assets (1) |
|
Acquiror |
|
Target Assets / |
|
Acquiror |
|
Cost Savings |
|
||||||
Date |
|
Prior Acquisitions (2) |
|
Value |
|
Buyer |
|
Target |
|
Mkt. Cap (1) |
|
Combined |
|
Mkt. Cap |
|
Ratio |
|
||||
6/20/2004 |
|
Banknorth Group Inc./ BostonFed Bancorp Inc. |
|
$ |
195 |
|
$ |
26,880 |
|
$ |
1,668 |
|
$ |
5,322 |
|
5.8 |
% |
3.7 |
% |
35.0 |
% |
12/7/2003 |
|
Banknorth Group Inc./ CCBT Financial Cos. |
|
299 |
|
25,741 |
|
1,353 |
|
5,218 |
|
5.0 |
|
5.7 |
|
25.0 |
|
||||
11/24/2003 |
|
Banknorth Group Inc./ Foxborough Savings Bank |
|
91 |
|
25,741 |
|
231 |
|
5,286 |
|
0.9 |
|
1.7 |
|
35.0 |
|
||||
9/2/2003 |
|
Banknorth Group Inc./ First & Ocean Bancorp |
|
51 |
|
25,750 |
|
256 |
|
4,594 |
|
1.0 |
|
1.1 |
|
35.0 |
|
||||
8/21/2002 |
|
Banknorth Group Inc./ American Financial Holdings |
|
744 |
|
21,261 |
|
2,895 |
|
4,002 |
|
12.0 |
|
18.6 |
|
25.0 |
|
||||
4/10/2002 |
|
Banknorth Group Inc./ Bancorp Connecticut Inc. |
|
159 |
|
21,077 |
|
663 |
|
3,968 |
|
3.0 |
|
4.0 |
|
25.0 |
|
||||
2/26/2002 |
|
Banknorth Group Inc./ Ipswich Bancshares Inc. |
|
42 |
|
21,077 |
|
321 |
|
3,647 |
|
1.5 |
|
1.1 |
|
25.0 |
|
||||
6/10/2001 |
|
Banknorth Group Inc./ Andover Bancorp Inc. |
|
340 |
|
18,252 |
|
1,799 |
|
2,937 |
|
9.0 |
|
11.6 |
|
25.0 |
|
||||
6/10/2001 |
|
Banknorth Group Inc./ MetroWest Bank |
|
166 |
|
18,252 |
|
914 |
|
2,937 |
|
4.8 |
|
5.7 |
|
25.0 |
|
||||
6/1/1999 |
|
Peoples Heritage/ Banknorth Group Inc. |
|
778 |
|
12,594 |
|
4,339 |
|
1,874 |
|
25.6 |
|
41.5 |
|
30.0 |
|
||||
7/19/1998 |
|
Peoples Heritage/ SIS Bancorp Inc. |
|
430 |
|
7,310 |
|
1,794 |
|
2,227 |
|
19.7 |
|
19.3 |
|
25.0 |
|
||||
10/26/1997 |
|
Peoples Heritage/ CFX Corp. |
|
710 |
|
6,056 |
|
2,821 |
|
1,185 |
|
31.8 |
|
59.9 |
|
25.0 |
|
||||
6/23/1997 |
|
Peoples Heritage/ Atlantic Bancorp |
|
72 |
|
5,458 |
|
470 |
|
1,006 |
|
7.9 |
|
7.1 |
|
52.0 |
|
||||
5/30/1996 |
|
Peoples Heritage/ Family Bancorp |
|
107 |
|
3,302 |
|
887 |
|
336 |
|
21.2 |
|
31.8 |
|
18.0 |
|
||||
10/24/1995 |
|
Peoples Heritage/ Bank of New Hampshire Corp. |
|
171 |
|
3,037 |
|
960 |
|
355 |
|
24.0 |
|
48.0 |
|
20.0 |
|
||||
2/21/1995 |
|
Peoples Heritage/ Bankcore, Inc. |
|
20 |
|
2,783 |
|
133 |
|
232 |
|
4.6 |
|
8.6 |
|
15.0 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
Mean |
|
|
|
11.1 |
% |
16.8 |
% |
27.5 |
% |
||||
|
|
|
|
|
|
|
|
Median |
|
|
|
6.9 |
|
7.9 |
|
25.0 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
TD Banknorth / Hudson United |
|
$ |
1,912 |
|
$ |
32,135 |
|
$ |
8,850 |
|
$ |
5,189 |
|
21.6 |
% |
36.8 |
% |
25 |
% |
(1) Assets at announcement of transaction.
(2) TD Banknorth Inc. is the successor to Banknorth Group, Inc. which was formerly named Peoples Heritage Financial Group, Inc.
13
Cost Saves Achievable
Our efficiency ratio is 50.5%; Hudson Uniteds is 55.7%
Pro forma efficiency ratio is 49.4% including the retail franchise investments
Approximately 45% of Hudson Uniteds core non-interest expense are in support and overhead areas
Assuming 50% cost saves in support areas require only 5% from branch consolidation and line efficiencies.
Back office salaries and occupancy in Maine are 25% lower than NJ.
Maine tax incentives also reduce cost
14
Revenue Enhancements - Retail
General -Add focus, stability, products and marketing/brand awareness to Hudson United
Specifically:
Introduce free checking
Currently 81% of BNKs new checking accounts and 79% of BNKs checking base
Hudson United Checking and Banking fees are currently 60bp of deposits; BNKs are 88 bps.
Emphasize Home Equities, currently 9% of Hudson Uniteds outstandings vs. BNKs 17%
Expand indirect auto 4% of outstandings for Hudson United vs. BNK 9%
15
Revenue Enhancements Commercial
General Build on solid base by adding credit support and additional lenders
Specifically:
Introduce swap program currently 37bps of commercial loans at BNK
Add lenders to improve loan growth Hudson United 8% vs. BNKs 10%
Combined balance sheet will allow for larger loans
Expand trade finance product set with TD
Flatiron to finance TD Banknorth Insurance Group customers
16
Revenue Enhancements - other
BNK is significantly larger in insurance, wealth management, and investment planning (8% of BNKs revenue vs. 1% for Hudson United)
BNK has capital to back growth of Hudson Untied niche businesses:
Flatiron insurance premium finance
Shoppers Charge white label credit cards
17
Buyback Update
Excess capital is available for share buybacks;
Management believes that opportunities will exist for TD Banknorth to repurchase shares;
However, the SECs Reg M prohibits repurchases during specified periods following the announcement of a stock acquisition;
In addition, the safe harbor provisions of Rule 10b-18 are not available until completion of the transaction;
As such, we do not intend to purchase TD Banknorth stock until after the completion of the Hudson United transaction.
18
Summary
Comfortable with assumptions in the model
Confident that this is the right entry point into NY metro market
Enhances our strategic options
When executed should provide meaningful opportunities for accelerated organic growth
19
Successful Conversion
Long history of successful conversion efforts
Several previous successful conversions of financial institutions of the same or greater proportional magnitude
Bank of New Hampshire |
|
35% of PHFG deposit base |
CFX |
|
40% of PHFG deposit base |
Banknorth |
|
44% of PHFG deposit base |
Hudson United |
|
33% of BNK deposit base |
Large acquisition readiness review
Review of process and governance
Infrastructure readiness
Departmental assessments
21
Build a Strong Team
Retain strong personnel
|
|
TD Banknorth |
|
Hudson United |
|
Benchmark |
|
|
|
2004 |
|
2004 |
|
2000* |
|
Total Turnover |
|
20.2 |
% |
36.6 |
% |
24.9 |
% |
Total Exempt |
|
11.8 |
% |
24.4 |
% |
14.7 |
% |
Total nonexempt |
|
24.9 |
% |
45.2 |
% |
32.4 |
% |
|
|
|
|
|
|
|
|
Total Retail Turnover |
|
27.1 |
% |
45.3 |
% |
|
|
Total Retail Exempt |
|
11.5 |
% |
29.0 |
% |
|
|
Total Retail Nonexempt |
|
31.1 |
% |
53.5 |
% |
|
|
*Saratoga Institute Human Capital Benchmarking Report 2000.
Hudson United top 3 reasons for leaving:
Turnover of Retail leadership
No compensation structure
No career path
22
Build a Strong Team
Ensure appropriate staffing is in place to grow
|
|
TD Banknorth |
|
Hudson United |
|
||
|
|
|
|
|
|
||
Deposits per Retail Employee |
|
$ |
6.2MM |
|
$ |
4.9MM |
|
Estimated additional incentive spend: |
|
|
|
|
|
Estimated base pay adjustment spend: |
|
$5,000,000 - $8,000,000 |
|
|
|
Estimated additional sales staff spend: |
|
|
23
Build Strong Brand and Name Awareness
TD Banknorth successful track record
|
|
2002 |
|
2004 |
|
% Change |
|
||
|
|
|
|
|
|
|
|
||
Massachusetts Name Recognition |
|
52.5 |
% |
76.3 |
% |
45 |
% |
||
|
|
|
|
|
|
|
|
||
Connecticut Name Recognition |
|
18.4 |
% |
46.8 |
% |
154 |
% |
||
|
|
|
|
|
|
|
|
||
Total MA/CT Marketing Spend |
|
$ |
3,200,000 |
|
$ |
4,050,000 |
|
26.5 |
% |
24
|
|
Annual Pre-Tax |
|
||
|
|
Marketing Expense (1) |
|
||
|
|
as a Percentage of: |
|
||
|
|
Assets |
|
Deposits |
|
M&T Bank |
|
6.2 |
bps |
9.2 |
bps |
TD Banknorth |
|
8.9 |
|
13.3 |
|
Commerce Bancorp |
|
11.9 |
|
13.1 |
|
Mercantile Bankshares |
|
5.8 |
|
7.8 |
|
Fulton Financial |
|
6.2 |
|
8.8 |
|
Valley National |
|
7.4 |
|
10.6 |
|
Webster Financial |
|
7.9 |
|
12.7 |
|
Chittenden |
|
5.7 |
|
6.9 |
|
Susquehanna |
|
9.3 |
|
13.5 |
|
Provident Bankshares |
|
14.3 |
|
24.9 |
|
First Commonwealth Financial |
|
6.0 |
|
9.7 |
|
|
|
|
|
|
|
Average |
|
8.1 |
bps |
11.9 |
bps |
|
|
|
|
|
|
Hudson United Bancorp |
|
7.6 |
bps |
10.9 |
bps |
TD Banknorth |
|
8.9 |
bps |
13.3 |
bps |
(1) Most recent fiscal year reported.
25
Incremental marketing expense increase scenarios:
13.3 bp of 12/04 deposits |
|
$ |
8,275,000 |
|
13.3 bp on $10.2B deposit base |
|
$ |
13,500,000 |
|
($50MM average deposit base per branch, 204 branches) |
|
|
|
Incremental increase over 2004 marketing spend: |
|
$1,400,000 - $6,600,000 |
|
|
|
|
|
Incremental increase over 3-yr average annual marketing spend: |
|
$3,000,000 - $8,300,000 |
|
26
Build on Commercial Success
Core Hudson United Commercial Business
Strong management
Solid results
|
|
Commercial loan outstanding balance growth |
|
2002 |
|
5.4 |
% |
2003 |
|
16.3 |
% |
2004 |
|
5.5 |
% |
27
Build on Commercial Success
TD Banknorth proven track record of consistent commercial success
|
|
Commercial loan outstanding |
|
Commercial loan outstanding |
|
|
|
balance growth excluding |
|
balance growth including acquisition |
|
|
|
acquisition impact |
|
impact |
|
2002 |
|
11.5 |
% |
18.4 |
% |
2003 |
|
10.4 |
% |
13.6 |
% |
2004 |
|
10.3 |
% |
15.5 |
% |
TD Banknorth commercial recruitment success:
26 experienced lenders added since January, 2003 to maximize market opportunity.
28
Build on Specialty Business Success
Private Label Credit Card
Strong management
Strong results
Insurance Premium Financing
Strong management
Strong results
29
Enhance Retail Sales Culture
Increase sales training
|
|
TD Banknorth |
|
Hudson United |
|
||
|
|
2004 |
|
2004 |
|
||
Total training spend per Retail employee |
|
$ |
1,350 |
|
$ |
1,110 |
|
Additional $300,000 spend would even the training investment per Retail employee.
Establish sales goals
Establish supporting incentive plan, reward & recognition programs
Strengthen sales management, coaching skills, process
Track and monitor results
30
Enhance Retail Sales Culture
TD Banknorth successful track record
Connecticut Same Store Sales Growth
|
|
Qtr 3 & 4 2004 vs. Qtr 3 & 4 2003 |
|
DDA Account Openings |
|
12.7 |
% |
DDA Deposit Growth |
|
53.5 |
% |
Consumer Loan Originations |
|
10.0 |
% |
Small Business Loan Originations |
|
50.9 |
% |
31
Underscore Strong Customer Service
TD Banknorth outperforms the competition as a whole on all touch points
Touch Point Satisfaction (%8-10) - Customers v. All Non-customers
[CHART]
[LOGO]
32
TD Banknorths Problem Resolution efforts outperform those of our competitors
Problem Resolution Feature High Scores (%8-10) - Customers v. Non-customers
[CHART]
33
Ensure Strong Regulatory Compliance
TD Banknorth successful track record
TD Banknorth feels it is in satisfactory compliance with respect to Bank Secrecy ACT/Anti-Money Laundering as well as all other regulations
TD Banknorth transitionary compliance oversight
Conduct testing for compliance with BSA/AML and CIP
Conduct quarterly testing for data integrity
Consult with Hudson United regarding scope and timing of other compliance testing
34
Retail Investment
Early thoughts on likely incremental investments to ensure success:
|
|
Annual Incremental Expense |
|
Marketing & Promotions |
|
$4,000,000-$8,000,000 |
|
Base Pay Adjustments/Incentives/Staff Adds |
|
$5,000,000-$8,000,000 |
|
Bricks & Mortar Improvements |
|
$1,000,000-$3,000,000 |
|
TOTAL |
|
$10,000,000-$19,000,000 |
|
35
Hudson United Summary
Hudson represents a significant market expansion opportunity;
TD Banknorth can improve and grow the Hudson franchise;
Hudson represents a low-risk transaction; and
A sound investment.
36
Additional Information about the Transaction
This presentation may be deemed to be solicitation material in respect of the proposed merger of TD Banknorth and Hudson United. In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. Shareholders of TD Banknorth and shareholders of Hudson United are encouraged to read the registration statement and any other relevant documents filed with the SEC, including the joint proxy statement/prospectus that will be part of the registration statement, because they will contain important information about the proposed merger. The final joint proxy statement/prospectus will be mailed to shareholders of TD Banknorth and shareholders of Hudson United. Investors and security holders will be able to obtain the documents free of charge at the SECs website, www.sec.gov, from TD Banknorth, Two Portland Square, P.O. Box 9540, Portland, Maine 04112-9540, Attention: Investor Relations, or from Hudson United, 1000 MacArthur Boulevard, Mahwah, New Jersey 07430, Attention: Investor Relations.
TD Banknorth, Hudson United and their respective directors and executive officers and other members of management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transaction. Information regarding TD Banknorths directors and executive officers is available in TD Banknorths proxy statement for its 2005 annual meeting of shareholders, which was filed with the SEC on April 20, 2005, and information regarding Hudson Uniteds directors and executive officers is available in Hudson Uniteds proxy statement for its 2005 annual meeting of shareholders, which was filed with the SEC on March 23, 2005. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
37
[LOGO]
[GRAPHIC] |
|
[GRAPHIC] |
|
Building on Strength |
|
[GRAPHIC] |
|
|
|
|
|
|
|
Commercial and |
|
|
|
John Fridlington |
|
|
Consumer Lending & |
|
|
|
Chief Lending Officer |
|
|
Risk Management |
|
|
|
Edward Schreiber |
|
|
|
|
|
|
|
|
|
August 3, 2005 |
|
|
|
Chief Risk Officer |
|
|
Note on Forward-Looking Information |
|
[LOGO] |
This presentation contains certain forward-looking statements with respect to the financial condition, results of operations and business of TD Banknorth. Words such as expect, feel, believe, will, may, anticipate, plan, estimate, intend, should and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited, to, changes in general economic conditions, interest rates, deposit flows, loan demand, competition, legislation or regulation and accounting principles, policies or guidelines, as well as other economic, competitive, governmental, regulatory and accounting and technological factors affecting TD Banknorths operations. In addition, acquisitions may result in large one-time charges to income, may not produce revenue enhancements or cost savings at levels or within time frames originally anticipated and may result in unforeseen integration difficulties. Investors are encouraged to access TD Banknorths periodic reports filed with the Securities and Exchange Commission for financial and business information regarding TD Banknorth, including information which could affect TD Banknorths forward-looking statements. TD Banknorth does not undertake any obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
2
Lending Overview
Nominal turnover in lending staff
Senior lending positions have extensive experience
Solid growth of the commercial portfolio
Sustained growth of the consumer portfolio
3
Portfolio Information
Average size loan relationship is approximately $850 thousand
Number of borrowers: 17,767
Geographic distribution
MA and CT markets represent 56% of outstandings
Asset based lending & corporate lending
4
Loan Approval Process
Non -Committee Approval
Less than $2.5 million - Signature Authority
$2.5 million - $7.5 million -Local Management Loan Committee
$7.5 million - $15 million - Senior Credit Committee
TD Banknorth Board Risk Committee Approval Limits
No approval needed, just notification for 1 and 2 rated credits
$20MM for 3,4,5 rated credits
$15MM for 3,4,5 rated credits with significant policy exceptions
$15MM for 6 rated credits
Any credit relationship exceeding hold limits
5
TD Banknorths House Hold Limits
$40 million for 1,2,3 rated credits
$30 million for 4 rated credits
$25 million for 5 rated credits
$20 million for 6 rated credits
Overall aggregate hold limit of $60 million
6
Top Relationships
Twenty largest relationships
Asset range from $54 million to $24 million
Nonperforming
Top 15 range from $4.4 million to $719 thousand
Top industries
Services
Manufacturing durable and non-durable
Investment real estate: Office buildings and apartments
Construction
7
Risk Management Organization at TD Banknorth
Departments included in Risk Management are;
Loan Review
Audit
Compliance
Credit Administration
Appraisal
Retail Credit Risk
Portfolio Management & MIS
Treasury and Operational Risk
8
Risk Management Overview (Credit)
Seasoned Senior Credit Administration Staff
Independent of the Lending Staff
Staff is positioned throughout the footprint
Strong working relationship with the lending staff
9
Portfolio Concentrations
C & I |
|
= 42% of outstandings & unfunded commitments |
CRE Owner |
|
= 22% of outstandings & unfunded commitments |
CRE Investment |
|
= 36% of outstandings & unfunded commitments |
To assist in the management of concentrations, TD Banknorth has developed:
White Paper Process
Construction Data Base
Commercial Data Base
10
Asset Quality at TD Banknorth
Problem loan levels continue to remain stable
Watch Credit loan levels continue to show minor changes over the last year
Rate of downgrades within pass grades remains stable
11