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Merger Creates Top Financial Entity

The document discusses a proposed transformational merger of equals between BB&T Corporation and SunTrust Banks Inc. to create the premier financial institution. The merger is described as being highly synergistic, financially compelling, and transformative - bringing together two like-minded institutions to produce industry-leading financial metrics while focusing on pursuing excellence for customers, employees, communities, and shareholders.

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0% found this document useful (0 votes)
199 views38 pages

Merger Creates Top Financial Entity

The document discusses a proposed transformational merger of equals between BB&T Corporation and SunTrust Banks Inc. to create the premier financial institution. The merger is described as being highly synergistic, financially compelling, and transformative - bringing together two like-minded institutions to produce industry-leading financial metrics while focusing on pursuing excellence for customers, employees, communities, and shareholders.

Uploaded by

ABerm
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
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You are on page 1/ 38

Transformational Merger of Equals

to Create
The Premier Financial Institution

February 7, 2019
Agenda Presenters

I Introduction 6 Kelly King


Chairman & CEO, BB&T Corporation
Table of
Contents II Transaction Terms 11 William H. Rogers, Jr.
Chairman & CEO, SunTrust Banks, Inc.

III Pro Forma Business Mix 14 Allison Dukes


CFO, SunTrust Banks, Inc.

Pro Forma Financial Profile Daryl Bible


IV 21
and Impact CFO, BB&T Corporation

William H. Rogers, Jr.


V Conclusion 28
Chairman & CEO, SunTrust Banks, Inc.

2
Forward-Looking / Non-GAAP Statements

Cautionary Note Regarding Forward-Looking Statements


This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business
plans and the future performance of BB&T and SunTrust. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “could,” “may,” “should,” “will” or other
similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on BB&T’s and SunTrust’s current expectations and
assumptions regarding BB&T’s and SunTrust’s businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to
inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Many possible events or factors could affect BB&T’s or SunTrust’s future financial results and performance and
could cause actual results or performance to differ materially from anticipated results or performance. Such risks and uncertainties include, among others: the occurrence of any event, change or
other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between BB&T and SunTrust, the outcome of any legal proceedings that
may be instituted against BB&T or SunTrust, delays in completing the transaction, the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of
conditions that could adversely affect the combined company or the expected benefits of the transaction) and shareholder approvals or to satisfy any of the other conditions to the transaction on a
timely basis or at all, the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the
integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where BB&T and SunTrust do business, the possibility that the transaction may be
more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities,
potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction, the ability to complete the
transaction and integration of BB&T and SunTrust successfully, and the dilution caused by BB&T’s issuance of additional shares of its capital stock in connection with the transaction. Except to the
extent required by applicable law or regulation, each of BB&T and SunTrust disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-
looking statements included herein to reflect future events or developments. Further information regarding BB&T, SunTrust and factors which could affect the forward-looking statements contained
herein can be found in BB&T’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2018, June
30, 2018 and September 30, 2018, and its other filings with the Securities and Exchange Commission (“SEC”), and in SunTrust’s Annual Report on Form 10-K for the fiscal year ended December 31,
2017, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2018, June 30, 2018 and September 30, 2018, and its other filings with the SEC.

Non-GAAP Financial Measures


This presentation contains certain non-GAAP financial measures that are not in accordance with U.S. generally accepted accounting principles (GAAP). BB&T and SunTrust use certain non-GAAP
financial measures to provide meaningful, supplemental information regarding their operational results and to enhance investors’ overall understanding of BB&T’s and SunTrust’s financial
performance. The limitations associated with non-GAAP financial measures include the risk that persons might disagree as to the appropriateness of items comprising these measures and that
different companies might calculate these measures differently. These disclosures should not be considered an alternative to BB&T’s and SunTrust’s GAAP results.

3
Additional Statements

Additional Information about the Merger and Where to Find It


In connection with the proposed merger with SunTrust, BB&T will file with the SEC a registration statement on Form S-4 to register the shares of BB&T’s capital stock to be issued in connection with
the merger. The registration statement will include a joint proxy statement/prospectus which will be sent to the shareholders of BB&T and SunTrust seeking their approval of the proposed
transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION
STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS DO AND
WILL CONTAIN IMPORTANT INFORMATION ABOUT BB&T, SUNTRUST, AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from BB&T at its website, www.bbt.com, or from
SunTrust at its website, www.suntrust.com. Documents filed with the SEC by BB&T will be available free of charge by accessing BB&T’s website at http://bbt.com/ under the tab “About BB&T” and then
under the heading “Investor Relations” or, alternatively, by directing a request by telephone or mail to BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina, (336) 733-3065, and
documents filed with the SEC by SunTrust will be available free of charge by accessing SunTrust’s website at http://suntrust.com/ under the tab “Investor Relations,” and then under the heading
“Financial Information” or, alternatively, by directing a request by telephone or mail to SunTrust Banks, Inc., 303 Peachtree Street, N.E., Atlanta, Georgia 30308, (877) 930-8971.

Participants in the Solicitation


BB&T, SunTrust and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of BB&T and SunTrust in
connection with the proposed transaction under the rules of the SEC. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by
security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information about BB&T, and its
directors and executive officers, may be found in the definitive proxy statement of BB&T relating to its 2018 Annual Meeting of Shareholders filed with the SEC on March 15, 2018, and other
documents filed by BB&T with the SEC. Additional information about SunTrust, and its directors and executive officers, may be found in the definitive proxy statement of SunTrust relating to its 2018
Annual Meeting of Shareholders filed with the SEC on March 9, 2018, and other documents filed by SunTrust with the SEC. These documents can be obtained free of charge from the sources
described above.

4
Introduction
Section I
Individually, Strong; Together, Best

Highly Synergistic Financially Compelling Transformative


Produces industry-leading financial Focused on the relentless pursuit of a
Brings together two like-minded institutions performance with an efficiency ratio of 51%(1), differentiated, client-centric experience,
with strong cultural alignment peer best ROATCE of 22%(1) and tangible book leveraging the community bank and wholesale
value accretion banking, and fueled by increased capacity for
investments in innovation and talent
Combines complementary business models
Enhances fee income mix and creates
to create a diverse and comprehensive Leading with an innovative mindset and
compelling opportunities to build further scale embracing the opportunity for disruption
business mix with leading market share
in specialized businesses and leverage model to drive a sustainable competitive advantage
positions in traditional banking, insurance
into expanded client base
brokerage, and capital markets
Combines strong individual core deposit bases
Maintains a rigorous risk management to create the 6th largest U.S. bank with top
Delivers the best of both institutions’ culture and strong capital and liquidity market share position in highly attractive
talent, technology, and processes position markets

The combined company will be uniquely positioned to Light the Way to Financial
Well-Being and Make The World a Better Place to Live
(1): Illustrative combined ratios for 2018 assuming $1.6 billion of net pre-tax cost savings. See Appendix for illustrative combination and non-GAAP reconciliations.
6
Culture Matters – The Optimal Foundation

This is not just a merger of


two legacy institutions; we
are combining two
companies with strong
foundations to create the
premier financial
institution

Mission and purpose-


driven culture will be
enhanced when combined

Two like-minded institutions with strong cultural alignment and a focus forward

7
A Powerful Combination

BB&T SunTrust Combined Company

Market Value ($BN) $37 $26 $76(1) 6th largest U.S. bank

Assets ($BN) $226 $216 $442 6th largest U.S. bank

Loans ($BN) $149 $152 $301 5th largest U.S. bank

Deposits ($BN) $161 $163 $324 6th largest U.S. bank

Efficiency Ratio(2) 57% 60% 51%(3) #1 of 11 (peer group)

ROATCE 20% 17% 22%(3) #1 of 11 (peer group)

# of Households (MM) 5.3 5.1 ~10 Fastest growing footprint among peers(4)

Leading Market
Position Across #2 weighted average #1 regional bank- #2 regional bank #5 global insurance $311BN wealth
Diverse Set of deposit rank in Top 20 owned investment mortgage originator broker and institutional
Businesses MSAs bank and servicer client invested assets

(1): Includes value of net cost savings ($1.6BN net pre-tax, 24% tax rate) at 11.5x and $2.0BN pre-tax one-time restructuring charge, see Appendix for reconciliation. (2): Reflects adjusted tangible efficiency ratio (FTE), see non-GAAP
reconciliations. (3): Illustrative combined ratios for 2018 assuming $1.6BN of net pre-tax cost savings, see Appendix for reconciliations. (4): Based on weighted average footprint population and GDP growth, see page 19 for detail.
Note: Financial data at or for the 12 months ended 12/31/18. Market data as of 2/5/19. Illustrative combined does not include impact of purchase accounting or other merger adjustments. Peers include: BAC, CFG, FITB, HBAN, KEY, 8
MTB, PNC, RF, USB, WFC.
Focused Forward on Transformational Digital Innovation

Individually, Strong;  Superior mobile app – received Javelin “Leader”


award
Together, Best  Leading digital consumer lending platform –
The Combined Company Will: LightStream
 Leverage scale to create capacity for incremental  Fully digital mortgage application – SmartGUIDE
investments in innovation and technology to create
a sustainable competitive advantage  Digital portal for Private Wealth clients
 Focus on creating a distinctive client-centric  Cloud-based loan origination platform for
experience to drive digital revenue and account
Wholesale segment
growth
 U by BB&T Mobile banking app – ranked #1 in  Develop a new Innovation and Technology Center in
Apple, #3 in Android, and #2 by Dynatrace Charlotte, NC, to drive digital transformation
 New Data Center to better protect client  Transform platforms to drive out cost, supporting a
information more technology-enabled business

 New commercial loan system with enhanced  Gain incremental efficiencies through automation
portfolio management tools by enabling a faster, smarter, and more secure way
of doing business
 Financial Insights tool for commercial clients
 Increase investments in cyber and business
delivered through intelligent automation
resiliency to fortify defenses and reduce risk

9
Transaction Terms
Section II
Merger of Equals Terms

Exchange Ratio & Merger


Structure 1.295 BB&T shares for each SunTrust share 100% stock consideration SunTrust to merge into BB&T

 Kelly King to serve as Chairman & CEO of the combined company until September 12, 2021 after which he will serve
as Executive Chairman for 6 months
– King will serve on the Board of Directors until the end of 2023
Executive Management  William H. Rogers, Jr. to serve as the combined company President & COO until September 12, 2021 after which he will become
CEO for 6 months and then will become Chairman & CEO
– Rogers will serve on the Board of Directors
 14 members of executive management: 7 BB&T / 7 SunTrust

Board of Directors 50 / 50 split

Ownership 57% BB&T / 43% SunTrust

Name Name of the new company will be determined prior to closing of the transaction

 Corporate Headquarters: Charlotte, NC  Wholesale Banking Center: Atlanta, GA


Headquarters & Centers
 Innovation and Technology Center: Charlotte, NC  Community Banking Center: Winston-Salem, NC

Community Investment BB&T and SunTrust will increase community investment in both Winston-Salem and Atlanta

Anticipated Timing & Approvals Anticipated closing in 4Q’19 BB&T and SunTrust shareholder approvals Customary regulatory approval

Break-up Fee Mutual break-up fee of approximately $1.1BN, payable in customary circumstances

11
Kelly King William H. Rogers, Jr.

Chairman & CEO President & COO

Complementary
and Experienced Daryl Bible
CFO
Chris Henson
Clarke Starnes
CRO

Management
Team Positions Allison Dukes Brant Standridge

the Combined David Weaver Dontá Wilson


Company for
Success Ellen Fitzsimmons Ellen Koebler

Hugh (Beau)
Joseph Thompson
Cummins
Scott Case

14 member executive management team: 7 BB&T / 7 SunTrust

12
Pro Forma Business Mix
Section III
Complementary and Diversified Business Mix

BB&T SunTrust Combined


Retail Banking  (Community Bank Model) Opportunity for further scale  +
PRIMARILY REGIONAL

Consumer Lending  Opportunity for further scale


 +
Commercial Banking
 (Community Bank Model) Opportunity for further scale
 +
Small Business
 Opportunity for further scale
 +
Payments  Opportunity for further scale
 +
Wealth  Opportunity for further scale
 +
Insurance Brokerage  Potential revenue opportunity
+
  +
NATIONAL

Corporate & Investment Banking Potential revenue opportunity

Mortgage Banking  Opportunity for further scale


 +
Specialty Finance  Opportunity for further scale
 +
Digital Lending Potential revenue opportunity
 +
14
Differentiated and Diversified Revenue Streams

Other Fee Income


Combined Revenue (FTE) 2018: $21BN 15%
Commercial
Mortgage Banking
Noninterest 3% Insurance
Income Brokerage
Residential 23%
39% Mortgage
Banking
7% Capital
Markets
15%
Wealth
Management
11%

Service Charges on Deposits


Cards and 16%
Payments
10%
Net interest
Income (FTE)
61% Combined Fee Income 2018: $8BN

Note: Financial data for the 12 months ended 12/31/18. Does not reflect purchase accounting or other merger adjustments. Figures may not foot due to rounding. Source: Company disclosure.
15
Diversified Balance Sheet

Combined Loans 2018: $301BN

Commercial: 55% Noninterest


Retail: 45% Bearing
Deposits
Consumer
18% 29%
C&I
43%

Interest
Bearing
Deposits
71%
Residential
Mortgage
27%

CRE
12%
Combined Deposits 2018: $324BN

Note: Loan mix based on 9/30/18 Y9C filings. Deposit mix based on EOP 12/31/18 GAAP disclosure. Does not reflect purchase accounting or other merger adjustments. Figures may not foot due to rounding. Source: Company disclosure.
16
Overlapping Footprint Drives Enhanced Market Density

Pro Forma Deposits by State (Rank)


AL (#6), 1% D.C. (#5), 1% WV (#1), 2%


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 States with <1% market share included but not





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labeled: NJ, OH, MS, AR, IN

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#2 weighted average deposit rank in our Top 20 MSAs

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8 states with a Top 3 market rank


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BB&T





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SunTrust




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~27% weighted average market share vs. 22% peer average(1)






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(1): Based on local market share. Peers include: BAC, CFG, FITB, HBAN, KEY, MTB, PNC, RF, USB, WFC. Note: Branch and deposit data as of 6/30/18 FDIC summary of deposits, pro forma for M&A through 1/31/19. Source: S&P Global.
17
Significant Opportunity to Enhance Scale

$319

$227

Deposits
per Branch $136
($MM) $114 $112 $109 $107
$91 $90 $85
$72

BAC WFC Combined MTB USB PNC CFG KEY HBAN FITB RF

Note: Branch data as of 6/30/18 FDIC summary of deposits. Deposits as of 12/31/18 end of period. BB&T / SunTrust combined reflects consolidation of ~740 branches. Source: S&P Global.
18
Serving the Highest Growth Footprint

5.3% 5.3%
4.9%

3.5% 3.5%
Projected
2.3% 2.2%
Population 2.0% 1.9% 1.8% 1.6%
Growth
(’19E – ’24E)(1)

Combined WFC BAC USB RF KEY FITB HBAN CFG PNC MTB

4.0%
3.6% 3.6% 3.5% 3.5%
Average 3.1%
Annual
Nominal 2.3%
2.0%
GDP Growth 1.6%
1.3%
(’15 – ’17)(2)
0.1%

Combined RF PNC CFG WFC BAC MTB USB FITB KEY HBAN

(1): Deposit weighted by county. (2): Trailing 3-year average annual nominal GDP growth by state; deposit weighted by state.
Note: Branch data as of 6/30/18 FDIC summary of deposits, pro forma for M&A through 1/31/19. Deposits as of 12/31/18 end of period. Sources: S&P Global, BEA. 19
Pro Forma Financial Profile and Impact
Section IV
Summary Financial Assumptions and Impact

Exchange Ratio 1.295 BB&T shares for each SunTrust share (57% BB&T / 43% SunTrust ownership)

Gross Loan Mark 2% of SunTrust loans

Core Deposit
2% of non-time deposits (amortized over 10 years Sum of Years Digits)
Intangible

One-time Merger Costs $2 billion (pre-tax)

Financial Estimated
$1.35 billion
Deposit Divestiture
Assumptions
Cost Savings $1.6 billion net of investments (pre-tax) (~12.5% of combined expenses) realized 50% / 90% / 100% in 2020 / 2021 / 2022

Revenue Synergies Expected but not included

 9.75% - 10.0% common equity tier 1 at close (share repurchases suspended by both institutions through close)(1)
Capital
 SunTrust will not issue planned preferred equity in 2019

Anticipated Closing 4Q’19

 13% GAAP / 17% Cash accretive to BB&T shareholders in 2021  6% accretive to BB&T TBVPS (incl. full impact of one-time merger costs)
Per Share Impact (2)
Financial  9% GAAP / 16% Cash accretive to SunTrust shareholders in 2021  5% accretive to SunTrust dividend per share
Impact
IRR ~18%

(1): Projected at closing assuming NPR for institutions classified as Category III is passed. (2): See pages 34 – 35 for additional information.
21
Significant Cost Efficiency Improvement Creates Capacity
for Investments in Innovation, Technology, and Talent

Cost Savings
 $1.6 billion of pre-tax cost savings, net of
investments
TALENT PROCESSES
– ~12.5% of combined expenses

 Expected sources of cost savings:


– Facilities
– Information Technology / Systems
– Shared Services
– Retail Banking
Selecting the best talent, – Third Party / Vendors
processes, and technology  Across BB&T and SunTrust’s combined footprint,
positions the combined TECHNOLOGY
there are ~740 branches within 2 miles of each
company for success for other
many years to come – Represents ~24% of combined branches

22
Individually, Strong; Together, Best

65%

59% 60% 60%


57% 57% 58% 58%
54% 55%
Tangible 51%
Efficiency
Ratio (FTE)

Combined USB MTB HBAN FITB BAC CFG RF PNC KEY WFC

22%
20%
19%
18% 18%
Cash 16% 16% 16%
15%
ROATCE 14%
13%

Combined USB MTB HBAN FITB KEY RF BAC PNC WFC CFG

BB&T / SunTrust illustrative combined includes $1.6 billion net pre-tax cost savings. See Appendix for illustrative combined and non-GAAP reconciliations.
Note: Data for the 12 months ended 12/31/18. Peer tangible efficiency ratio (FTE) and Cash ROATCE reflects adjustments as reported by the company. Does not include impact of purchase accounting and other merger adjustments. 23
Source: S&P Global, company disclosure.
Strong Balance Sheet and Conservative Risk Profile

Pro Forma Balance Sheet Conservative Credit Risk Profile Results in…

NPLs / Loans Criticized Loans / Commercial Loans


 ~9.75 – 10.0% CET1 ratio(1)
#2 of 11 #2 of 11 4.1%
0.61%
 ~115 – 120% LCR(2)
0.35% 2.3%
 Stable funding profile(3)
– 86% of funding is deposits
– 29% of deposits are noninterest bearing Combined Peer Median Combined Peer Median
– Low-cost deposits: 0.54%
– Cumulative deposit beta: 27%(4)
…Resiliency Under Stress (5-Year Avg. DFAST Results – Severely Adverse)
 97% of securities portfolio is
government guaranteed or Projected Total Loan Loss Rate Change to Minimum CET1
government sponsored(3) #2 of 11 5.6%

 Objective is to maintain a strong


4.8%
credit rating as a combined (2.2)%
(2.9)%
company
#2 of 11

Combined Peer Median Combined Peer Median

(1): Projected at closing assuming NPR for institutions classified as Category III is passed. (2): Projected at closing. (3): Illustrative combined as of 12/31/18. (4): Cumulative interest-bearing deposit beta from 4Q’15 – 4Q’18
reflects 200 bps change in Fed Funds rate. Peers include: BAC, CFG, FITB, HBAN, KEY, MTB, PNC, RF, USB, WFC. 24
Sources: Federal Reserve, S&P Global.
Further Enhance Best-in-Class Shareholder Returns

High quality and diverse revenue base Capital Implied Annual Return
Deployment to Shareholders
Strong expense discipline driving
consistent positive operating leverage Organic
15 – 20% 3.5 – 4.5%
Growth
Growth of core businesses in safe and
sound manner
Dividend 40 – 50% 3.5 – 4.5%
Industry-leading capital generation
with lower levels of risk
– Meaningful opportunity for organic growth
– Strong and growing dividends to Share
35 – 40% 3.0 – 3.5%
shareholders Buybacks
– Continuing to leverage share buybacks
10.0 – 12.5%

25
Proven Track Record of Successfully Integrating Numerous Acquisitions
 Collectively integrated nearly 100 bank acquisitions successfully over the last 35 years
 Adhere to diligent planning and a strong governance process
Alignment Drives  Incorporate the best talent, processes, and technology

Comprehensive Complementary Geographies and Business Lines


and Thoughtful  Strengthen differentiated and complementary business mix across lines of business, geographies,
and clients

Integration Plan – Potential revenue opportunities as a result of the combination


 Leverage our combined strong understanding of our markets and business lines
 Create a high returning, diverse company with a low risk profile

Unwavering Commitment to Serving Clients and Communities


 Preserve and maintain a strong culture and set of values as a combined company
 Create a distinctive client experience empowered by dynamic and innovative technology
 Preserve the community bank model to maintain close ties to our shared local communities

Robust Risk Governance and Framework


 Continue to manage the company within a conservative risk appetite
 Maintain rigorous risk management and compliance programs
 Ensure successful integration and conversion through a robust governance process

26
Conclusion
Section V
Clients Communities
• Relentlessly focused on providing for a • Our commitment to investing in our
differentiated, superior client experience communities will only be enhanced from
We Remain (enhanced by increased capacity for here
investments in technology)
Steadfast and • Remain committed to helping
• Mission and purpose-driven culture
remains our foundation; together, we can
Aligned in Our clients achieve smart growth better serve our communities

Commitment
to all of Our
Stakeholders
Teammates / Associates Shareholders
• Collective set of training, leadership, and • Unique opportunity to deliver top
development programs will provide more financial performance with lower
opportunities; our teams are better risk profile
together • Steadfast commitment to disciplined,
• Committed to retaining top talent; merger responsible capital allocation and
provides expanded career opportunities attractive, sustainable dividend
for teammates / associates

28
Individually, Strong; Together, Best

Highly Synergistic Financially Compelling Transformative


Produces industry-leading financial Focused on the relentless pursuit of a
Brings together two like-minded institutions performance with an efficiency ratio of 51%(1), differentiated, client-centric experience,
with strong cultural alignment peer best ROATCE of 22%(1) and tangible book leveraging the community bank and wholesale
value accretion banking, and fueled by increased capacity for
investments in innovation and talent
Combines complementary business models
Enhances fee income mix and creates
to create a diverse and comprehensive Leading with an innovative mindset and
compelling opportunities to build further scale embracing the opportunity for disruption
business mix with leading market share
in specialized businesses and leverage model to drive a sustainable competitive advantage
positions in traditional banking, insurance
into expanded client base
brokerage, and capital markets
Combines strong individual core deposit bases
Maintains a rigorous risk management to create the 6th largest U.S. bank with top
Delivers the best of both institutions’ culture and strong capital and liquidity market share position in highly attractive
talent, technology, and processes position markets

The combined company will be uniquely positioned to Light the Way to Financial
Well-Being and Make The World a Better Place to Live
(1): Illustrative combined ratios for 2018 assuming $1.6 billion of net pre-tax cost savings. See Appendix for illustrative combination and non-GAAP reconciliations.
29
Appendix
BB&T SunTrust Combined
Market Deposits Market Deposits Market Deposits

Combined MSAs Rank ($MM) Rank ($MM) Rank ($MM)

1. Atlanta, GA 4 $8,630 1 $47,166 1 $55,796


2. Washington, DC 5 14,122 4 18,971 2 33,093

Combined
3. Winston-Salem, NC 1 25,356 5 684 1 26,041
4. Miami, FL 9 7,288 6 11,475 4 18,763
Orlando, FL

Deposits by
5. 5 2,163 1 10,684 1 12,848
6. Tampa, FL 7 2,603 3 9,903 2 12,506
7. Baltimore, MD 5 5,468 6 2,870 3 8,338

MSA ($MM) 8.
9.
Charlotte, NC
Richmond, VA
3
4
6,235
3,161
6
3
1,872
4,490
3
2
8,107
7,651
10. Virginia Beach, VA 4 3,207 3 4,121 1 7,328
11. Nashville, TN 15 715 4 6,359 4 7,074
12. Raleigh, NC 2 4,213 6 1,348 2 5,561
13. Philadelphia, PA 10 4,968 -- -- 10 4,968
14. Knoxville, TN 6 1,097 2 2,499 1 3,596
15. Durham, NC 5 1,328 3 2,249 2 3,577
16. North Port, FL 5 1,192 3 2,227 2 3,419

The combined company 17. Deltona, FL 6 401 1 2,927 1 3,328


18. Dallas, TX 14 3,123 -- -- 14 3,123
will have a #2 weighted 19. Greensboro, NC 2 2,363 6 734 1 3,097

average deposit rank in 20. Cape Coral, FL 5 928 3 2,059 1 2,987

its Top 20 MSAs Top 20 MSAs -- $98,564 -- $132,639 -- $231,203


Other MSAs -- 61,945 -- 31,761 -- 93,706
Total MSAs -- $160,508 -- $164,400 -- $324,909
Non-MSA Deposits -- 6,206 -- 812 -- 7,018
Total -- $166,714 -- $165,212 -- $331,926

Note: Branch and deposit data as of 6/30/18 FDIC summary of deposits, pro forma for M&A through 1/31/19. Source: S&P Global.
31
Illustrative Combined 2018 Efficiency Ratio / Return on
Average Tangible Common Equity

Illustrative Combined Tangible Efficiency Ratio (FTE) Illustrative Combined Cash ROATCE
(12 mos. Ended 12/31/18) (12 mos. Ended 12/31/18)

Revenue (FTE) ($BN) Adj. Cash Net Income to Common ($BN)

BB&T $11.7 BB&T $3.3

SunTrust 9.3 SunTrust 2.6


Illustrative Combined $5.9
Illustrative Combined $21.0
Average Tangible Common Equity ($BN)
Adj. Tangible Noninterest Expense ($BN)
BB&T $16.2
BB&T $6.7
SunTrust 16.0
SunTrust 5.5
Illustrative Combined $32.2
Illustrative Combined $12.2
Pre-Tax Cost Savings ($BN) $1.6
Pre-Tax Cost Savings ($BN) $1.6 After-Tax Cost Savings ($BN) $1.2
Illustrative Combined Revenue (FTE) ($BN) $21.0 Illustrative Combined Adj. Cash Net Income ($BN) $7.1
Illustrative Combined Adj. Tangible Noninterest Expense ($BN) $10.6 Illustrative Combined Avg. Tangible Common Equity ($BN) $32.2
Illustrative Combined Tangible Efficiency Ratio (FTE) 51% Illustrative Combined Cash ROATCE 22%

Note: See non-GAAP reconciliations for Adjusted Tangible Noninterest Expense and Adjusted Cash Net Income Available to Common. Assumes 24% tax rate.
Source: Company disclosure. 32
BB&T EOP(1) Common Shares Outstanding (MM) 763
SunTrust EOP(1) Common Shares Outstanding (MM) 447
Illustrative
BB&T Stock Price (2/5/19) $48.79
Combined SunTrust Stock Price (2/5/19) $59.14
Market Value BB&T Market Value ($BN) $37.2
SunTrust Market Value ($BN) $26.4

Pre-Tax Cost Savings ($BN) $1.6


After-Tax Cost Savings ($BN) 1.2
Value of Cost Savings ($BN) (11.5x Price / Forward Earnings) $14.0

Less: After-Tax One-Time Merger Charges ($BN) ($1.5)

Illustrative Combined Market Value ($BN) $76.1

(1): As of 12/31/18.
33
Illustrative Tangible Book Value Accretion at Close
Loan Mark
BB&T SunTrust Divestiture Net of Restructuring
$ in billions, except per share amounts Stand- Stand- Gain Reserve Charge Shares Combined %
Alone Alone (After-Tax) (After-Tax) (After-Tax) Issued (1) Company Accretion
Tangible Common Equity @ 12/31/18 $16.7 $15.8 -- -- -- -- $32.5 --

2019E Cash Net Income 3.4 2.6 -- -- -- -- 6.0 --

2019E Dividends (40% of GAAP Net Income) (1.3) (1.0) -- -- -- -- (2.4) --

2019E Share Repurchases (1.7) (1.8) -- -- -- -- (0.3) --

Tangible Common Equity @ 12/31/19 17.1 15.6 0.1 (1.2) (0.2) -- 34.6 --

Tangible Common Equity Incl. Full Rest. Charge @ 12/31/19 -- -- -- -- (1.4) -- 33.3 --

FD Shares Outstanding @ 12/31/18 (MM) 773 -- -- -- -- 578 1,351 --

Shares Repurchased in 2019 (MM) (34) -- -- -- -- -- -- --

FD Shares Outstanding @ 12/31/19 (MM) 740 -- -- -- -- -- 1,351 --

FD TBV p.s. @ 12/31/19 $23.18 -- -- -- -- -- $25.63 11%

FD TBV p.s. @ 12/31/19 Incl. Full Rest. Charge -- -- -- -- -- -- 24.62 6%

Note: Based on consensus estimates from S&P Global as of 2/5/19. (1): Net of $0.3 billion of SunTrust shares repurchased in 1Q’19. As of 2/5/19 close.
34
$ in billions, except per share amounts 2021E

BB&T Stand-Alone GAAP EPS $4.94

Illustrative SunTrust Stand-Alone GAAP EPS 6.65

Earnings per BB&T Stand-Alone GAAP Net Income


SunTrust Stand-Alone GAAP Net Income
$3.4
2.6

Share Impact After-Tax Adjustments ($BN)


Cost Savings (90% Realized 2021) $1.1
Reversal of SunTrust Stand-Alone Provision, Net of New Provision 0.2
Core Deposit Intangible (0.4)
Other Adjustments (1) 0.3

Pro Forma Combined GAAP Net Income $7.2

Pro Forma FD Avg. Shares Outstanding (BN) 1.3


Pro Forma GAAP EPS $5.59

GAAP EPS Accretion to BB&T Shareholders 13%

GAAP EPS Accretion to SunTrust Shareholders 9%

Note: 24% tax rate. Street net income and EPS estimates as of 2/5/19. (1): Other adjustments include reversal of SunTrust planned 2019 preferred issuance, FDIC
assessment adjustment for TDR mark, BOLI penalty tax, anticipated funding cost improvements, incremental earnings from redeployed proceeds from share repurchases,
lost earnings from divestiture, AOCI accretion. 35
12 Months Ended 12/31/18
($ in Millions) BB&T SunTrust
Reported (GAAP) Basis
Net Income to Common Shareholders $3,063 $2,668

Reconciliation

Non-GAAP Pre-Tax Intangible Amortization Expense


After-Tax Intangible Amortization Expense
$131
$99
$2
$1

Reconciliation: Pre-Tax One-Time Items(1) $146 $60

Adjusted Cash After-Tax One-Time Items(1) $111 $(20)

Net Income to Adjusted Cash Net income to Common Shareholders $3,273 $2,649

Common

(1): BB&T one-time items include merger and restructuring charges. SunTrust one-time items include discrete income tax benefit (3Q’18) and pension plan
termination charge (4Q’18). Assumes 24% tax rate on adjustments.
36
12 Months Ended 12/31/18
($ in Millions) BB&T SunTrust
Reported (GAAP) Basis
Net Interest Income $6,682 $5,987
Noninterest Income 4,876 3,226

Non-GAAP Revenue
Noninterest Expense
11,558
6,932
9,213
5,673

Reconciliation: Efficiency Ratio 60.0% 61.6%

Adjusted Reconciliation
Net Interest Income 6,682 5,987

Tangible FTE Adjustment 96 88

Efficiency Ratio
Net Interest Income-FTE 6,778 6,075
Noninterest Income 4,876 3,226
Revenue-FTE 11,654 9,301
Efficiency Ratio-FTE 59.5% 61.0%
Noninterest Expense 6,932 5,673
Adjustment Items (Noninterest Expense):
• Merger-related and restructuring charges, net (146)
• Legacy pension settlement charge (60)
Adjusted Noninterest Expense(1) $6,786 $5,613
Amortization Expense (131) (73)
Adjusted Tangible Expenses $6,655 $5,540
Adjusted Efficiency Ratio-FTE 58.2% 60.3%
Adjusted Tangible Efficiency Ratio-FTE (1) 57.1% 59.6%

(1): Adjusted noninterest expense and adjusted tangible efficiency ratio is provided as it removes certain items that are material and potentially non-recurring.
Adjusted figures are intended to provide management and investors information on trends that are more comparable across periods and potentially more 37
comparable across institutions.
Transformational Merger
of Equals to Create
The Premier
Financial Institution

www.thepremierfinancialinstitution.com

38

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