Merger Creates Top Financial Entity
Merger Creates Top Financial Entity
to Create
The Premier Financial Institution
February 7, 2019
Agenda Presenters
2
Forward-Looking / Non-GAAP Statements
3
Additional Statements
4
Introduction
Section I
Individually, Strong; Together, Best
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 $1.6 billion of net pre-tax cost savings. See Appendix for illustrative combination and non-GAAP reconciliations.
6
Culture Matters – The Optimal Foundation
Two like-minded institutions with strong cultural alignment and a focus forward
7
A Powerful Combination
Market Value ($BN) $37 $26 $76(1) 6th largest U.S. bank
# 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
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
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
Name Name of the new company will be determined prior to closing of the transaction
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.
Complementary
and Experienced Daryl Bible
CFO
Chris Henson
Clarke Starnes
CRO
Management
Team Positions Allison Dukes Brant Standridge
Hugh (Beau)
Joseph Thompson
Cummins
Scott Case
12
Pro Forma Business Mix
Section III
Complementary and Diversified Business Mix
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
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
SunTrust
(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)
Core Deposit
2% of non-time deposits (amortized over 10 years Sum of Years Digits)
Intangible
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
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
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
22
Individually, Strong; Together, Best
65%
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…
(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
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
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 $1.6 billion of net pre-tax cost savings. See Appendix for illustrative combination and non-GAAP reconciliations.
29
Appendix
BB&T SunTrust Combined
Market Deposits Market Deposits Market Deposits
Combined
3. Winston-Salem, NC 1 25,356 5 684 1 26,041
4. Miami, FL 9 7,288 6 11,475 4 18,763
Orlando, FL
Deposits by
5. 5 2,163 1 10,684 1 12,848
6. Tampa, FL 7 2,603 3 9,903 2 12,506
7. Baltimore, MD 5 5,468 6 2,870 3 8,338
MSA ($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
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)
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
(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 --
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 --
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
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
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
Adjusted Reconciliation
Net Interest Income 6,682 5,987
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