Exhibit 99.2
Transformational Merger of Equals to Create The Premier Financial Institution February 7, 2019
Introduction 6 Transaction Terms 11 Pro Forma Business Mix 14 Pro Forma Financial Profile and Impact 21 Conclusion 28 Agenda Presenters Kelly KingChairman & CEO, BB&T Corporation William H. Rogers, Jr.Chairman & CEO, SunTrust Banks, Inc. Allison DukesCFO, SunTrust Banks, Inc. Daryl BibleCFO, BB&T Corporation William H. Rogers, Jr.Chairman & CEO, SunTrust Banks, Inc. I II III IV V Table of Contents
Forward-Looking / Non-GAAP Statements Cautionary Note Regarding Forward-Looking StatementsThis 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 MeasuresThis 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.
Additional Statements Additional Information about the Merger and Where to Find ItIn 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 SolicitationBB&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.
Section I Introduction
Individually, Strong; Together, Best Highly Synergistic Transformative Financially Compelling Brings together two like-minded institutions with strong cultural alignment Produces industry-leading financial performance with an efficiency ratio of 51%(1), peer best ROATCE of 22%(1) and tangible book value accretion Focused on the relentless pursuit of a differentiated, client-centric experience, leveraging the community bank and wholesale banking, and fueled by increased capacity for investments in innovation and talent Combines complementary business models to create a diverse and comprehensive business mix with leading market share positions in traditional banking, insurance brokerage, and capital markets Enhances fee income mix and creates compelling opportunities to build further scale in specialized businesses and leverage model into expanded client base Leading with an innovative mindset and embracing the opportunity for disruption to drive a sustainable competitive advantage Delivers the best of both institutions’ talent, technology, and processes Maintains a rigorous risk management culture and strong capital and liquidity position Combines strong individual core deposit bases to create the 6th largest U.S. bank with top market share position in highly attractive 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 $1.6 billion of net pre-tax cost savings. See Appendix for illustrative combination and non-GAAP reconciliations.
This is not just a merger of two legacy institutions; we are combining two companies with strong foundations to create the premier financial institutionMission and purpose-driven culture will be enhanced when combined client relationships, top financial performance, leading the movement for financial well-being Culture Matters – The Optimal Foundation Two like-minded institutions with strong cultural alignment and a focus forward Helping our CLIENTS achieve economic success and financial security Creating a place where our ASSOCIATES can learn, grow and be fulfilled in their work Making the COMMUNITIES in which we work better places to be; and thereby: Optimizing the long-term return to our SHAREHOLDERS, while providing a safe and sound investment Our values: trust, passion to win, precision, courage Our principles: client first, one team, executional excellence, profitable growth Our performance promise: we will be the best financial services company through deepest client relationships, top financial performance, leading the movement for financial well-being Make the World A Better Place To Live Lighting the Way to Financial Well-Being
A Powerful Combination Efficiency Ratio(2) # of Households (MM) Leading Market Position Across Diverse Set of Businesses Market Value ($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 wealthand institutional client invested assets 57% 5.3 $37 $226 $149 $161 20% 60% 5.1 $26 $216 $152 $163 17% BB&T SunTrust (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. $76(1) 6th largest U.S. bank $442 6th largest U.S. bank $301 5th largest U.S. bank $324 6th largest U.S. bank 51%(3) #1 of 11 (peer group) 22%(3) #1 of 11 (peer group) ~10 Fastest growing footprint among peers(4)
Focused Forward on Transformational Digital Innovation U by BB&T Mobile banking app – ranked #1 in Apple, #3 in Android, and #2 by DynatraceNew Data Center to better protect client informationNew commercial loan system with enhanced portfolio management toolsFinancial Insights tool for commercial clients delivered through intelligent automation Superior mobile app – received Javelin “Leader” awardLeading digital consumer lending platform –LightStreamFully digital mortgage application – SmartGUIDEDigital portal for Private Wealth clientsCloud-based loan origination platform for Wholesale segment Individually, Strong; Together, BestThe Combined Company Will:Leverage scale to create capacity for incremental investments in innovation and technology to create a sustainable competitive advantage Focus on creating a distinctive client-centric experience to drive digital revenue and account growthDevelop a new Innovation and Technology Center in Charlotte, NC, to drive digital transformationTransform platforms to drive out cost, supporting a more technology-enabled businessGain incremental efficiencies through automation by enabling a faster, smarter, and more secure way of doing business Increase investments in cyber and business resiliency to fortify defenses and reduce risk
Section II Transaction Terms
Merger of Equals Terms Name of the new company will be determined prior to closing of the transaction Name BB&T and SunTrust will increase community investment in both Winston-Salem and Atlanta Community Investment 50 / 50 split Board of Directors 57% BB&T / 43% SunTrust Ownership Break-up Fee Mutual break-up fee of approximately $1.1BN, payable in customary circumstances Exchange Ratio & MergerStructure 1.295 BB&T shares for each SunTrust share 100% stock consideration SunTrust to merge into BB&T Anticipated Timing & Approvals Anticipated closing in 4Q’19 BB&T and SunTrust shareholder approvals Corporate Headquarters: Charlotte, NCInnovation and Technology Center: Charlotte, NC Headquarters & Centers Wholesale Banking Center: Atlanta, GACommunity Banking Center: Winston-Salem, NC Executive Management 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 monthsKing will serve on the Board of Directors until the end of 2023William 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 & CEORogers will serve on the Board of Directors14 members of executive management: 7 BB&T / 7 SunTrust Customary regulatory approval
14 member executive management team: 7 BB&T / 7 SunTrust Kelly King Chairman & CEO William H. Rogers, Jr. President & COO Chris Henson Clarke StarnesCRO Brant Standridge Dontá Wilson Ellen Koebler Joseph Thompson Scott Case Hugh (Beau) Cummins Ellen Fitzsimmons David Weaver Allison Dukes Daryl BibleCFO Complementary and Experienced Management Team Positions the Combined Company for Success
Section III Pro Forma Business Mix
Complementary and Diversified Business Mix Retail Banking Consumer Lending Commercial Banking Small Business Payments Insurance Brokerage Corporate & Investment Banking BB&T SunTrust (Community Bank Model) (Community Bank Model) Specialty Finance Combined + + + + + + + + Potential revenue opportunity Opportunity for further scale Opportunity for further scale Opportunity for further scale Opportunity for further scale Wealth + Opportunity for further scale Opportunity for further scale Opportunity for further scale PRIMARILY REGIONAL NATIONAL Mortgage Banking + Opportunity for further scale Potential revenue opportunity Digital Lending + Potential revenue opportunity
Differentiated and Diversified Revenue Streams 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. Combined Revenue (FTE) Combined Fee Income Noninterest Income 39% Net interest Income (FTE)61% Residential Mortgage Banking7% Insurance Brokerage23% Capital Markets15% Service Charges on Deposits16% Cards and Payments10% Wealth Management11% Commercial Mortgage Banking3% Other Fee Income15% 2018: $21BN 2018: $8BN
Diversified Balance Sheet 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. Noninterest Bearing Deposits29% C&I43% CRE12% Residential Mortgage27% Consumer18% Interest Bearing Deposits71% Commercial: 55%Retail: 45% Combined Loans 2018: $301BN Combined Deposits 2018: $324BN
Overlapping Footprint Drives Enhanced Market Density (1): Based on local market share. Peers include: BAC, CFG, FITB, HBAN, KEY, MTB, PNC, RF, USB, WFC. Note: Branch and deposit data as of 6/30/18 FDIC summary of deposits, pro forma for M&A through 1/31/19. Source: S&P Global. BB&T SunTrust Pro Forma Deposits by State (Rank) States with <1% market share included but not labeled: NJ, OH, MS, AR, IN 8 states with a Top 3 market rank #2 weighted average deposit rank in our Top 20 MSAs ~27% weighted average market share vs. 22% peer average(1) #3 deposit rank in our combined footprint
Significant Opportunity to Enhance Scale Note: Branch data as of 6/30/18 FDIC summary of deposits. Deposits as of 12/31/18 end of period. BB&T / SunTrust combined reflects consolidation of ~740 branches. Source: S&P Global. Deposits per Branch ($MM)
Serving the Highest Growth Footprint (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. Projected Population Growth (’19E – ’24E)(1) Average Annual Nominal GDP Growth (’15 – ’17)(2)
Section IV Pro Forma Financial Profile and Impact
Capital Per Share Impact(2) Summary Financial Assumptions and Impact Financial Assumptions EstimatedDeposit Divestiture Cost Savings Revenue Synergies Exchange Ratio Gross Loan Mark Core Deposit Intangible One-time Merger Costs Anticipated Closing IRR 9.75% - 10.0% common equity tier 1 at close (share repurchases suspended by both institutions through close)(1)SunTrust will not issue planned preferred equity in 2019 13% GAAP / 17% Cash accretive to BB&T shareholders in 20219% GAAP / 16% Cash accretive to SunTrust shareholders in 2021 $1.35 billion $1.6 billion net of investments (pre-tax) (~12.5% of combined expenses) realized 50% / 90% / 100% in 2020 / 2021 / 2022 Expected but not included 1.295 BB&T shares for each SunTrust share (57% BB&T / 43% SunTrust ownership) 2% of SunTrust loans 2% of non-time deposits (amortized over 10 years Sum of Years Digits) $2 billion (pre-tax) 4Q’19 ~18% 6% accretive to BB&T TBVPS (incl. full impact of one-time merger costs)5% accretive to SunTrust dividend per share Financial Impact (1): Projected at closing assuming NPR for institutions classified as Category III is passed. (2): See pages 34 – 35 for additional information.
TALENT Selecting the best talent, processes, and technology positions the combined company for success for many years to come Significant Cost Efficiency Improvement Creates Capacity for Investments in Innovation, Technology, and Talent PROCESSES TECHNOLOGY Cost Savings$1.6 billion of pre-tax cost savings, net of investments~12.5% of combined expensesExpected sources of cost savings:FacilitiesInformation Technology / SystemsShared ServicesRetail BankingThird Party / VendorsAcross BB&T and SunTrust’s combined footprint, there are ~740 branches within 2 miles of each otherRepresents ~24% of combined branches
Individually, Strong; Together, Best 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. TangibleEfficiency Ratio (FTE) CashROATCE
Strong Balance Sheet and Conservative Risk Profile (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. Sources: Federal Reserve, S&P Global. ~9.75 – 10.0% CET1 ratio(1)~115 – 120% LCR(2)Stable funding profile(3)86% of funding is deposits29% of deposits are noninterest bearingLow-cost deposits: 0.54%Cumulative deposit beta: 27%(4)97% of securities portfolio is government guaranteed or government sponsored(3)Objective is to maintain a strong credit rating as a combined company Pro Forma Balance Sheet Conservative Credit Risk Profile Results in… NPLs / Loans Criticized Loans / Commercial Loans Projected Total Loan Loss Rate Change to Minimum CET1 #2 of 11 #2 of 11 #2 of 11 #2 of 11 …Resiliency Under Stress (5-Year Avg. DFAST Results – Severely Adverse)
Further Enhance Best-in-Class Shareholder Returns High quality and diverse revenue base CapitalDeployment 15 – 20% 40 – 50% 35 – 40% Implied Annual Return to Shareholders 3.5 – 4.5% 3.5 – 4.5% 3.0 – 3.5% OrganicGrowth Dividend Share Buybacks 10.0 – 12.5% Strong expense discipline driving consistent positive operating leverage Growth of core businesses in safe and sound manner Industry-leading capital generation with lower levels of riskMeaningful opportunity for organic growthStrong and growing dividends to shareholdersContinuing to leverage share buybacks
Proven Track Record of Successfully Integrating Numerous AcquisitionsCollectively integrated nearly 100 bank acquisitions successfully over the last 35 yearsAdhere to diligent planning and a strong governance processIncorporate the best talent, processes, and technology Complementary Geographies and Business LinesStrengthen differentiated and complementary business mix across lines of business, geographies,and clientsPotential revenue opportunities as a result of the combinationLeverage our combined strong understanding of our markets and business linesCreate a high returning, diverse company with a low risk profile Unwavering Commitment to Serving Clients and CommunitiesPreserve and maintain a strong culture and set of values as a combined companyCreate a distinctive client experience empowered by dynamic and innovative technologyPreserve the community bank model to maintain close ties to our shared local communities Robust Risk Governance and FrameworkContinue to manage the company within a conservative risk appetiteMaintain rigorous risk management and compliance programsEnsure successful integration and conversion through a robust governance process Alignment Drives Comprehensive and Thoughtful Integration Plan
Section V Conclusion
ClientsRelentlessly focused on providing for a differentiated, superior client experience (enhanced by increased capacity for investments in technology)Remain committed to helpingclients achieve smart growth CommunitiesOur commitment to investing in our communities will only be enhanced from hereMission and purpose-driven culture remains our foundation; together, we can better serve our communities Teammates / AssociatesCollective set of training, leadership, and development programs will provide more opportunities; our teams are better together Committed to retaining top talent; merger provides expanded career opportunities for teammates / associates ShareholdersUnique opportunity to deliver top financial performance with lower risk profile Steadfast commitment to disciplined, responsible capital allocation and attractive, sustainable dividend We Remain Steadfast and Aligned in Our Commitment to all of Our Stakeholders
Individually, Strong; Together, Best (1): Illustrative combined ratios for 2018 assuming $1.6 billion of net pre-tax cost savings. See Appendix for illustrative combination and non-GAAP reconciliations. Highly Synergistic Transformative Financially Compelling Brings together two like-minded institutions with strong cultural alignment Produces industry-leading financial performance with an efficiency ratio of 51%(1), peer best ROATCE of 22%(1) and tangible book value accretion Focused on the relentless pursuit of a differentiated, client-centric experience, leveraging the community bank and wholesale banking, and fueled by increased capacity for investments in innovation and talent Combines complementary business models to create a diverse and comprehensive business mix with leading market share positions in traditional banking, insurance brokerage, and capital markets Enhances fee income mix and creates compelling opportunities to build further scale in specialized businesses and leverage model into expanded client base Leading with an innovative mindset and embracing the opportunity for disruption to drive a sustainable competitive advantage Delivers the best of both institutions’ talent, technology, and processes Maintains a rigorous risk management culture and strong capital and liquidity position Combines strong individual core deposit bases to create the 6th largest U.S. bank with top market share position in highly attractive markets The combined company will be uniquely positioned to Light the Way to Financial Well-Being and Make The World a Better Place to Live
Appendix
Note: Branch and deposit data as of 6/30/18 FDIC summary of deposits, pro forma for M&A through 1/31/19. Source: S&P Global. Combined Deposits by MSA ($MM) 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 -- $331,926 The combined company will have a #2 weighted average deposit rank in its Top 20 MSAs
Illustrative Combined 2018 Efficiency Ratio / Return on Average Tangible Common Equity Note: See non-GAAP reconciliations for Adjusted Tangible Noninterest Expense and Adjusted Cash Net Income Available to Common. Assumes 24% tax rate.Source: Company disclosure. Illustrative Combined Tangible Efficiency Ratio (FTE)(12 mos. Ended 12/31/18) Illustrative Combined Cash ROATCE(12 mos. Ended 12/31/18) Revenue (FTE) ($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%
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.
Loan Mark BB&T SunTrust Divestiture Net of Restructuring 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% Illustrative Tangible Book Value Accretion at Close 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. $ in billions, except per share amounts
Illustrative Earnings per Share Impact 2021E BB&T Stand-Alone GAAP EPS $4.94 SunTrust Stand-Alone GAAP EPS 6.65 BB&T Stand-Alone GAAP Net Income $3.4 SunTrust Stand-Alone GAAP Net Income 2.6 After-Tax Adjustments ($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. $ in billions, except per share amounts
(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. Non-GAAP Reconciliation: Adjusted Cash Net Income to Common 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 $2,649
(1): Adjusted noninterest expense and adjusted tangible efficiency ratio is provided as it removes certain items that are material and potentially non-recurring. Adjusted figures are intended to provide management and investors information on trends that are more comparable across periods and potentially more comparable across institutions. Non-GAAP Reconciliation: Adjusted Tangible Efficiency Ratio 12 Months Ended 12/31/18 ($ 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%
Transformational Merger of Equals to Create The Premier Financial Institution www.thepremierfinancialinstitution.com