Barclays Americas Select Franchise Conference 2019 Daryl N. Bible, Chief Financial Officer May 2019
Barclays Americas Select Franchise Conference 2019
Daryl N. Bible, Chief Financial Officer
May 2019
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, 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, 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.
2
Additional Statements
Additional Information about the Merger and Where to Find It
In connection with the proposed merger with SunTrust, BB&T has filed 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 includes 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 2019 Annual Meeting of Shareholders filed with the SEC on March 19, 2019, 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 2019 Annual Meeting of Shareholders filed with the SEC on March 8, 2019, and other documents filed by SunTrust with the SEC. These documents can be obtained free of charge from the sources described above.
3
A Mission- and Purpose-Driven Institution
4
5
Our Commitments
1Committed to our
Clients
Committed to our
Associates23Committed to our
Communities4 Committed to our
Shareholders
Committed to Our ClientsA Rich Heritage of Leadership Development:
The BB&T Leadership Institute
6
1
1956 1971 1994 2014 2019
James Farr, Ph.D.,
opens
leadership
development
firm Farr Associates
BB&T starts its own
Leadership
Development
Program to
prepare future
leaders of the
company
BB&T purchases
Farr Associates
and continues
to operate it for
BB&T leaders
as well as external
clients
Farr Associates
rebranded as
The BB&T
Leadership Institute
with expanded
corporate and
philanthropic
services
A new, world-class
executive
education center
is open
in Greensboro,
North Carolina
60,000 square foot facility * 48 rooms for overnight guests * 8 training and development rooms
* 11 acres adjacent to the BB&T Triad Corporate Center in Greensboro, North Carolina
7
Committed to Our AssociatesThe Most Engaged Associates
Note: rounding caused the sum of percentages in one item to sum to 101
Peer median represents the most recent information available
15.8%
20.6%*
0.0%
6.0%
12.0%
18.0%
24.0%
BB&T Peer median
2018 Turnover Analysis BB&T 2018 Associate Engagement
BB&T’s overall engagement
score = 77
30
32
45
40
43
47
33
41
42
41
15
16
11
14
10
6
13
2
4
4
1
5
1
1
1
0 10 20 30 40 50 60 70 80 90100
Overall, I am very satisfied
working at BB&T.
I rarely consider looking for a
job outside of BB&T.
I am proud to work for BB&T.
I would recommend BB&T as an
employer.
I am motivated to put forth
extra effort in my job.
Strongly AgreeAgreeNeither Agree nor DisagreeDisagreeStrongly Disagree
= industry norm of 64%
BB&T consistently has the lowest turnover in our peer group and an average associate tenure of 10 years
BB&T’s overall engagement
score = 79
2
Why Early Literacy
– Third graders who are not proficient in reading are four times more likely to drop out of high school
– By 2020, more than 65% of jobs will require education or training beyond high school
– If current literacy trends continue, the US will have a shortfall of 5 million workers with the necessary post-secondary education
BB&T’s Commitment
In partnership with EVERFI, a top
leading education technology
company, a digital game will be
released in early 2020 to help children
in grades K-2 build critical literacy skills.
Activation Goals
Committed to Our CommunitiesInvesting in Our Youth: The Early Literacy Project
The Early Literacy Project is a national initiative to provide critical early childhood literacy education
in elementary schools across the U.S.
500 Schools in 2020-2021school year650 Schools in 2021-2022school year
Source: Business Roundtable, Why Reading Matters and What to Do About it: A CEO Action Plan8
3
Committed to Our ShareholdersStrong Long-Term Total Return to Shareholders
Peers include BAC, COF, FITB, HBAN, KEY, MTB, PNC, RF, STI, USB and WFC
Note: Market data through 5/3/2019
Source: S&P Global
Total Shareholder Return since 12/31/06
9
4
Through our vision, mission and values, we are committed to maximizing long-term returns for our shareholders
78%
1%
(100)%
(80)%
(60)%
(40)%
(20)%
0%
20%
40%
60%
80%
100%
12/31/06 3/25/08 6/19/09 9/12/10 12/7/11 3/2/13 5/26/14 8/20/15 11/12/16 2/6/18 5/3/19
BB&T Peer median
In 2018, we invested more than $50 million across our facilities to help decrease our energy and water consumption
500 Schools in 2020-2021school year650 Schools in 2021-2022school year
In 2018, we set clear 5-year targets and made significant investments to help achieve these
– Reduce our electricity consumption by 25%; to date we’ve already
reduced our consumption by 13%
– Reduce our water usage by 10%
Other BB&T facilities initiatives:
– Corporate paper shredding and recycling
– Maximize use of natural light
– Use of native plants to reduce irrigation requirements
– Use of environmentally-friendly or “green” cleaning products within all BB&T locations
More Than131,000
Trees Preserved
216.7 Million Gallons
Water Saved
17.9 Million kWhElectricity Saved
More Than
31,000 Cubic YardsLandfill Space
Conserved11.3 Million Lbs.
CO2 Avoided
15.6 Million Lbs. of Paper Recycled in 2018
10
Environmental Sustainability
11
Our Commitments are Highly Recognized
Recognitions
BB&T named on the FORTUNE
“World’s Most Admired
Companies®” list in the
superregional bank category
in 2019
BB&T achieved the
highest possible score of
100 on the Human Rights
Campaign Foundation’s
Corporate Equality Index
BB&T has been named a
2017 Winning Company by
2020 Women on Boards for
our commitment to board
diversity
BB&T has the 2nd highest
mobile app ranking by
Dynatrace
BB&T Named Best for Core
Deposit Growth Strategy in the
2018 Bank Director Ranking
Banking study
Training magazine
recognized BB&T as one of
the world’s Top 125
Organizations for Excellent
Training in 2018
BB&T has been named
one of the 2019 Best
Banks in America by
Forbes
BB&T received 11 Greenwich
Excellence Awards in Small
Business and Middle Market
Banking from Greenwich
Associates for our overall
satisfaction and outstanding
client service in 2018
A Diversified Franchise
12
Premier Community Banking Model
State# of
Branches3
Deposits1
($bn)
Deposit
Rank
North Carolina2 303 $30.4
Virginia 290 23.5
Florida 272 18.3
Pennsylvania 217 13.3
Georgia 136 12.6
Maryland 144 10.1
South Carolina 97 8.4
Texas 110 6.3
Kentucky 86 6.1
West Virginia 59 5.3
Alabama 72 3.7
Tennessee 40 3.0
New Jersey 28 1.7
District of
Columbia12 1.2
Indiana 2 NM
Ohio 3 NM
Total # of Branches 1,871
2
4
6
6
5
7
3
15
4
1
6
9
19
9
NM
NM
1: Deposit market share data as of 6/30/2018
2: Excludes home office deposits
3: Branch totals as of 3/31/2019
Source: FactSet, FDIC, S&P Global13
Well-Positioned to Leverage Opportunity
14
8 out of 10 of the “Top 10 Cities for Economic Opportunity” are in BB&T’s Community Banking footprint
1. Las Vegas, NV
6. Salt Lake City, UT
2. Austin, TX
8. Dallas, TX
5. Houston, TX
3. Miami, FL
4. Louisville, KY
7. Atlanta, GA
9. Charlotte, NC
10. Jacksonville, FL
Source: 3Q18 Yelp Economic Outlook
Diversification Drives Industry-Leading Revenue Profile
Revenue mix is for the 3 months ended 3/31/2019. PPNR / average assets for the 12 months ended.
National peer group: BAC, CFG, COF, FITB, HBAN, KEY, MTB, PNC, RF, STI, USB and WFC. Largest 4 BHCs: BAC, C, JPM, WFC
Volatility measured as square root of median of peer variance
Revenue Diversification by Segment Superior Performance…
Community
Banking Retail
and
Consumer
Finance
43%
Community
Banking
Commercial
23%
Financial
Services and
Commercial
Finance
16%
Insurance
Holdings
18%
1.93%1.81%
1.65%
BB&T
PPNR/average assets 10-year average
(2009 – 2018)
National Peers
Largest 4 Banks
0.27%0.35%
0.39%
PPNR/average assets 10-year standard deviation
(2009 – 2018)
BB&T National Peers
Largest 4 Banks
…With Less Volatility
15
BB&T Insurance Holdings – A Key Differentiator
$27B
Annual Premiums
~$2.1B
Annual Revenue
~250
Locations
7,500+
Employees
100+
Acquisitions Successfully Integrated
Founded in 1922 * 5th largest Insurance Broker world-wide * Largest insurance wholesaler in U.S.
* 2nd largest P&C wholesaler in U.S. * Largest life insurance wholesaler in U.S.
16
Insurance Holdings Has a Unique Profile
1: Business Insurance 2018 U.S. Rankings based off of 2017 revenue, does not include Regions Insurance Group acquisition
2: Based on revenue for the 3 months ended 3/31/2019, excludes Premium Finance revenue
3: Organic commission and fee revenue excludes performance-based commissions and revenue from acquisitions within the previous 12 months
Balanced Revenue Mix2Meaningful Scale Advantage1
17
Strong Growth Profile3
3.0%
5.2%
6.7%
9.5%
6.7%
1Q18 2Q18 3Q18 4Q18 1Q19
$6.8
$4.4
$3.8
$3.1
$1.9
$1.9
$1.6
$1.5
Marsh
AON
WLTW
AJ Gallagher
BB&T
Brown & Brown
USI
Hub
Retail
53%
Wholesale
47%
Y-o-Y Organic Growth
Total Revenue ($B) – Business Insurance1
iOS App Rating
4.8
Android App Rating
4.6
2018 Dynatrace Q3 Mobile Banker Scorecard
3rd Overall
Top 2 Mobile App
Top 5 Mobile Browser
2018 Javelin Mobile Banking Awards
Leader in all 6 Categories
Best in class “Financial Fitness”
2018 MagnifyMoney Mobile Banking App Ratings
Best Among 10 Largest Banks
Most Improved Traditional Bank
Investing in Our Digital Channels
15% 31%33% 11% 16%
28%
Retail Savings8%
Business Checking
20%
Retail Checking10%
Business Savings
19%
Bankcard
Mar YTD 2019, Unit Sales Growth YoY
3.14MMActive Digital
Users
App
.90MM
Browser & App
.84MM
Browser
1.40MM
Mar 2019 U Web, U Mobile, Small Business, OLB
Online Account Opening Percentage of Total Bank Production
Mar 2019
Accolades
Digital Users
Mobile Check Deposit Activity
Mar-18 Jun-18 Sep-18 Dec-18 Mar-19
366K
563K
Tota
l De
po
sits
Pe
r M
on
th
54% YoY growth in transactions
Active Mobile App Users
Prospects
5.96MM
YTD 2019
47.43MMVisits
13% Prospects
Clients
41.47MM
BBT.com Traffic
Mar-18 Mar-19
1.47MM
1.74MM
18% YoY growth in active users
18
Long-Term Performance Advantage
19
Long-Term Performance Advantage
0.34%
0.37%
0.28%
0.26% 0.26%
0.52%0.53%
0.38%
0.36%
0.41%
0.20%
0.30%
0.40%
0.50%
0.60%
2015 2016 2017 2018 1Q'19
BB&T Peer median
NPAs / Total Assets
Source: S&P Global and company reports
Peers include BAC, CFG, COF, FITB, HBAN, KEY, MTB, PNC, RF, STI, USB and WFC
Net Interest Margin
3.32%3.39%
3.46% 3.46%3.51%
2.93%2.96%
3.10%
3.24% 3.26%
2.00%
2.50%
3.00%
3.50%
4.00%
2015 2016 2017 2018 1Q'19
BB&T Peer median
20
Long-Term Performance Advantage
Fee Income Ratio
41.8%
41.4%
42.3% 42.2%41.5%
42.5%
40.2%
38.2%
34.7%34.0%
30.0%
32.5%
35.0%
37.5%
40.0%
42.5%
45.0%
2015 2016 2017 2018 1Q'19
BB&T Peer median
65.2%
62.3%
65.8%
60.0%
61.0%
59.5%59.2%
58.0%
57.1%
56.6%
63.4%
61.8%
59.9%
58.4%
57.8%
56.0%
58.0%
60.0%
62.0%
64.0%
66.0%
2015 2016 2017 2018 1Q'19
BB&T GAAP BB&T adjusted
Adjusted peer median
Efficiency Ratio
Source: S&P Global and company reports
Peers include BAC, CFG, COF, FITB, HBAN, KEY, MTB, PNC, RF, STI, USB and WFC 21
1.08%1.12%
1.09%
1.47% 1.43%
1.15% 1.14%
1.24%
1.51%1.55%
1.03%1.01%
1.13%
1.35%
1.28%
0.80%
1.00%
1.20%
1.40%
1.60%
2015 2016 2017 2018 1Q'19
BB&T GAAP BB&T adjusted
Adjusted peer median
Return on Average Assets Return on Average Tangible Common Equity
8.34% 8.57%8.25%
11.50%11.08%
13.11%
14.27%13.71%
19.27%
18.36%
13.97%14.54%
15.41%
19.88% 19.86%
12.20%
11.30%
12.50%
16.90%
15.62%
7.00%
9.00%
11.00%
13.00%
15.00%
17.00%
19.00%
21.00%
2015 2016 2017 2018 1Q'19
BB&T ROCE BB&T ROTCE
BB&T adjusted ROTCE Adjusted peer median
Source: S&P Global and company reports
Peers include BAC, CFG, COF, FITB, HBAN, KEY, MTB, PNC, RF, STI, USB and WFC
Long-Term Performance Advantage
22
Superior Credit Profile
1: Excludes CFG, which is not rated by Moody’s
2: Excludes peers not rated by DBRS
Source: S&P, Moody’s, Fitch and DBRS: represents long-term credit ratings
S&P Moody’s1 Fitch DBRS2
AA- / Aa3 /
AA
A+ / A1 /
A (High)
A / A2 / A
A- / A3 /
A (Low)
BBB+ / Baa1 /
BBB (High)
BBB / Baa2 /
BBB
(low)
23
Creating the Premier Financial InstitutionBB&T’s Merger of Equals with SunTrust
24
The World Has
……Changed
25
.
TOUCH TECHNOLOGY TRUST+ =
V=QP
(T3)
26
The Optimal Foundation
Two like-minded institutions with strong cultural alignment and a focus forward
27
A Powerful Combination
Efficiency Ratio(2)
# of Households
(MM)
Leading Market
Position Across
Diverse Set of
Businesses
Market Value ($BN)
Assets ($BN)
Loans ($BN)
Deposits ($BN)
ROATCE
Combined Company
#2 weighted
average deposit rank
in Top 20 MSAs
#1 regional bank-
owned investment
bank
#2 regional bank
mortgage originator
and servicer
#5 global insurance
broker
$311BN wealth
and institutional
client invested
assets
57%
5.3
$37
$226
$149
$161
20%
60%
5.1
$26
$216
$152
$163
17%
BB&T SunTrust
$76(1) 6th
$442 6th
$301 largest U.S. bank
$324 largest U.S. bank
#1 of 11 (peer group)
22%(3) of 11 (peer group)
~10 Fastest growing footprint among peers(4)
largest U.S. bank
largest U.S. bank
51%(3)
5th
6th
#1
(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, MTB, PNC, RF, USB, WFC
28
Overlapping Footprint Drives Enhanced Market Density
8 states with a Top 3 market rank
#2 weighted average deposit rank in our Top 20 MSAs
~27% weighted average market share vs. 22% peer average(1)
#3 deposit rank in our combined footprint
BB&T
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 Global29
Individually, Strong; Together, Best
51%54% 55%
57% 57% 58% 58% 59% 60% 60%
65%
Combined USB MTB HBAN FITB BAC CFG RF PNC KEY WFC
Tangible Efficiency Ratio (FTE)
22%20%
19%18% 18%
16% 16% 16%15%
14%13%
Combined USB MTB HBAN FITB KEY RF BAC PNC WFC CFG
Cash Return on Average Tangible Common Equity
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.
Source: S&P Global, company disclosure
30
Complementary and Experienced Management Team
Positions the Combined Company for Success
Kelly King
Chairman & CEO
William H. Rogers, Jr.
President & COO
Chris HensonClarke Starnes
CRO
Brant Standridge
Dontá Wilson
Ellen Koebler
Joseph ThompsonScott CaseHugh (Beau)
Cummins
Daryl BibleCFO
Hugh (Beau)
Cummins
Ellen Fitzsimmons
David Weaver
Mike Maguire
Daryl BibleCFO
31
Merger of Equals Update
Highly Synergistic; Financially Compelling; Transformative
FRB/FDIC public hearing held in Charlotte (4/25) and
Atlanta (5/3)
Submit joint capital plan / stress test (May)
New Executive Management Team (E14) meeting
weekly since late February to guide organizational
design and oversee integration process
Integration planning has commenced
o Named integration leads across businesses and
functions
o Engaged third-party consultants
o Significant focus on risk oversight to govern
integration process
Merger applications and registration statement/merger
proxy statement filed in early March
Engaged leading brand agency (Interbrand) for
brand/naming process
Foundational work for new, integrated culture underway with teammate / associate engagement
Held listening session meetings with community
organizations in various cities
Momentum Established Next Steps
Name additional business leads for top levels of
leadership (2Q)
Announce new name (targeting late 2Q)
Finalize divestiture commitments and undertake
marketing process
Shareholder vote (targeting early 3Q)
Continued confidence in achieving ~$1.6bn of
cost synergies (net of investments)
32
A-1
Appendix
A-2
BB&T Non-GAAP Reconciliations – ROTCE
($ in millions) 2015 2016 2017 2018 1Q'19
Net income available to common shareholders 1,936$ 2,259$ 2,220$ 3,063$ 749$
Amortizaton of intangibles, net of tax 66 94 89 99 25
Tangible net income available to common shareholders 2,002$ 2,353$ 2,309$ 3,162$ 774$
Adjustments:
Merger-related and restructuring charges 103 108 71 111 64
Loss on early extinguishment of debt 107 - 246 - -
Securities gains (losses) 2 (28) - (2) -
Charitable contribution - 31 63 - -
Impact of tax reform - - (43) - -
One-time bonus - - 23 - -
Excess tax benefit on equity-based awards - - (35) - -
Mortgage reserve adjustment - (19) - - -
Adjustments for FHA-insured loans matter and related recovery - (46) - - -
Energy-related provision in excess of charge-offs - 17 - - -
Income tax adjustments (107) (13) - - -
Net loss on sale of American Coastal 34 - - - -
Tangible net income available to common shareholders-adjusted 2,141$ 2,403$ 2,634$ 3,271$ 838$
Average common shareholders' equity 23,206$ 26,349$ 26,907$ 26,640$ 27,432$
Average intangible assets, net of deferred taxes (7,938) (9,851) (10,061) (10,229) (10,343)
Average tangible common shareholders's equity 15,268$ 16,498$ 16,846$ 16,411$ 17,089$
Estimated impact of adjustments 61 34 249 41 32
Average tangible common shareholders' equity-adjusted 15,329$ 16,532$ 17,095$ 16,452$ 17,121$
ROCE
As reported 8.34% 8.57% 8.25% 11.50% 11.08%
ROTCE
As reported 13.11% 14.27% 13.71% 19.27% 18.36%
Adjusted 13.97% 14.54% 15.41% 19.88% 19.86%
A-3
BB&T Non-GAAP Reconciliations – ROA
($ in millions) 2015 2016 2017 2018 1Q'19
Net income 2,123$ 2,442$ 2,415$ 3,257$ 798$
Merger-related and restructuring charges 103 108 71 111 64
Loss on early extinguishment of debt 107 - 246 - -
Securities gains (losses) 2 (28) - (2) -
Charitable contribution - 31 63 - -
Impact of tax reform - - (43) - -
One-time bonus - - 23 - -
Excess tax benefit on equity-based awards - - (35) - -
Mortgage reserve adjustment - (19) - - -
Adjustments for FHA-insured loans matter and related recovery - (46) - - -
Energy-related provision in excess of charge-offs - 17 - - -
Income tax adjustments (107) (13) - - -
Net loss on sale of American Coastal 34 - - - -
Net income-adjusted $2,262 $2,492 $2,740 $3,366 $862
Average assets $197,347 $218,945 $221,065 $222,273 $225,573
Impact of above adjustments 61 34 249 42 -
Average assets-adjusted $197,408 $218,979 $221,314 $221,315 $225,573
ROA
As reported 1.08% 1.12% 1.09% 1.47% 1.43%
Adjusted 1.15% 1.14% 1.24% 1.51% 1.55%
A-4
BB&T Non-GAAP Reconciliations – Efficiency Ratio
($ in millions) 2015 2016 2017 2018 1Q'19
Efficiency ratio numerator - noninterest expense – GAAP 6,266$ 6,721$ 7,444$ 6,932$ 1,768$
Amortization of intangibles (105) (150) (142) (131) (32)
Merger-related and restructuring charges, net (165) (171) (115) (146) (80)
Gain (loss) on early extinguishment of debt (172) 1 (392) - -
FHA-insured loan matters and related recovery - 73 - - -
One-time bonus - - (36) - -
Mortgage reserve adjustments - 31 - - -
Charitable contribution - (50) (100) - -
Efficiency ratio numerator – adjusted $5,824 $6,455 $6,659 $6,655 $1,656
Efficiency ratio denominator - revenue1 – GAAP 9,611 10,793 11,317 11,558 2,898
Taxable equivalent adjustment 146 160 159 96 24
Securities (gains) losses, net 3 (46) 1 (3) -
Loss on sale of American Coastal 26 - - - -
Efficiency ratio denominator – adjusted $9,786 $10,907 $11,477 $11,651 $2,922
Efficiency ratio – GAAP 65.2% 62.3% 65.8% 60.0% 61.0%
Efficiency ratio – adjusted2 59.5% 59.2% 58.0% 57.1% 56.6%
1 Revenue is defined as net interest income plus noninterest income
2 The adjusted efficiency ratio is non-GAAP in that it excludes securities gains (losses), amortization of intangible assets, merger-related and restructuring charges and other selected items. BB&T's management uses this
measure in their analysis of the Corporation's performance. BB&T's management believes this measure provides a greater understanding of ongoing operations and enhances comparability of results with prior periods, as
well as demonstrates the effects of significant gains and charges
Combined Deposits by MSA ($MM)
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.
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
3. Winston-Salem, NC 1 25,356 5 684 1 26,041
4. Miami, FL 9 7,288 6 11,475 4 18,763
5. Orlando, FL 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
8. Charlotte, NC 3 6,235 6 1,872 3 8,107
9. Richmond, VA 4 3,161 3 4,490 2 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
17. Deltona, FL 6 401 1 2,927 1 3,328
18. Dallas, TX 14 3,123 -- -- 14 3,123
19. Greensboro, NC 2 2,363 6 734 1 3,097
20. Cape Coral, FL 5 928 3 2,059 1 2,987
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 -- $331,926
The combined company will have a
#2 weighted average deposit rank in its Top 20 MSAs
A-5
Illustrative Combined 2018 Efficiency Ratio / Return on
Average Tangible Common Equity
Note: See non-GAAP reconciliations for Adjusted Tangible Noninterest Expense and Adjusted Cash Net Income Available to Common. Assumes 24% tax rate.
Source: Company disclosure.
Illustrative Combined Tangible Efficiency Ratio (FTE)(12 mos. Ended 12/31/18)
Illustrative Combined Cash ROATCE(12 mos. Ended 12/31/18)
Revenue (FTE) ($BN)
BB&T $11.7
SunTrust 9.3
Illustrative Combined $21.0
Adj. Tangible Noninterest Expense ($BN)
BB&T $6.7
SunTrust 5.5
Illustrative Combined $12.2
Pre-Tax Cost Savings ($BN) $1.6
Illustrative Combined Revenue (FTE) ($BN) $21.0
Illustrative Combined Adj. Tangible Noninterest Expense ($BN) $10.6
Illustrative Combined Tangible Efficiency Ratio (FTE) 51%
Adj. Cash Net Income to Common ($BN)
BB&T $3.3
SunTrust 2.6
Illustrative Combined $5.9
Average Tangible Common Equity ($BN)
BB&T $16.2
SunTrust 16.0
Illustrative Combined $32.2
Pre-Tax Cost Savings ($BN) $1.6
After-Tax Cost Savings ($BN) $1.2
Illustrative Combined Adj. Cash Net Income ($BN) $7.1
Illustrative Combined Avg. Tangible Common Equity ($BN) $32.2
Illustrative Combined Cash ROATCE 22%
A-6
BB&T EOP(1) Common Shares Outstanding (MM) 763
SunTrust EOP(1) Common Shares Outstanding (MM) 447
BB&T Stock Price (2/5/19) $48.79
SunTrust Stock Price (2/5/19) $59.14
BB&T Market Value ($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) $76.1
Illustrative Combined Market Value
(1): As of 12/31/18.
A-7
Non-GAAP Reconciliation: Adjusted Cash Net Income to
Common
(1): BB&T one-time items include merger and restructuring charges.
SunTrust one-time items include discrete income tax benefit (3Q’18) and
pension plan termination charge (4Q’18). Assumes 24% tax rate on
adjustments.
12 Months Ended 12/31/18
($ in Millions) BB&T SunTrust
Reported (GAAP) Basis
Net Income to Common Shareholders $3,063 $2,668
Reconciliation
Pre-Tax Intangible Amortization Expense $131 $2
After-Tax Intangible Amortization Expense $99 $1
Pre-Tax One-Time Items(1) $146 $60
After-Tax One-Time Items(1) $111 $(20)
Adjusted Cash Net income to Common Shareholders $3,273 $2,649
A-8
Non-GAAP Reconciliation: Adjusted Tangible
Efficiency Ratio
(1): Adjusted noninterest expense and adjusted tangible efficiency ratio is provided as it removes certain items that are
material and potentially non-recurring. Adjusted figures are intended to provide management and investors information
on trends that are more comparable across periods and potentially more comparable across institutions.
12 Months Ended 12/31/18
($ in Millions) BB&T SunTrust
Reported (GAAP) Basis
Net Interest Income $6,682 $5,987
Noninterest Income 4,876 3,226
Revenue 11,558 9,213
Noninterest Expense 6,932 5,673
Efficiency Ratio 60.0% 61.6%
Reconciliation
Net Interest Income 6,682 5,987
FTE Adjustment 96 88
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%
A-9