Truist Insurance Sale Presentation
Sale of
Enhances Strategic Flexibility
Chairman & CEO
CFO
Forward-looking statements
This presentation 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 Truist. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "may," "will," "should," "would," "could" and other similar expressions are intended to identify these forward-looking statements. In particular, forward looking statements include, but are not limited to, statements we make about: (i) the impact of a sale of Truist's remaining stake in
Forward-looking statements are not based on historical facts but instead represent management's expectations and assumptions regarding Truist's business, the economy and other future conditions. Such statements involve inherent uncertainties, risks and changes in circumstances that are difficult to predict. As such, Truist's actual results may differ materially from those contemplated by forward-looking statements. While there can be no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those contemplated by forward-looking statements include the following, without limitation, as well as the risks and uncertainties more fully discussed under Part I, Item 1A-Risk Factors in our Annual Report on Form 10-K for the year ended
- evolving political, business, economic, and market conditions at local, regional, national, and international levels;
- monetary, fiscal, and trade laws or policies, including as a result of actions by governmental agencies, central banks, or supranational authorities;
- the legal, regulatory, and supervisory environment, including changes in financial-services legislation, regulation, policies, or government officials or other personnel;
- our ability to address heightened scrutiny and expectations from supervisory or other governmental authorities and to timely and credibly remediate related concerns or deficiencies;
- judicial, regulatory, and administrative inquiries, examinations, investigations, proceedings, disputes, or rulings that create uncertainty for or are adverse to us or the financial-services industry;
- the outcomes of judicial, regulatory, and administrative inquiries, examinations, investigations, proceedings, or disputes to which we are or may be subject and our ability to absorb and address any damages or other remedies that are sought or awarded and any collateral consequences;
- evolving accounting standards and policies;
- the adequacy of our corporate governance, risk-management framework, compliance programs, and internal controls over financial reporting, including our ability to control lapses or deficiencies in financial reporting, to make appropriate estimates, or to effectively mitigate or manage operational risk;
- any instability or breakdown in the financial system, including as a result of the actual or perceived soundness of another financial institution or another participant in the financial system;
- disruptions and shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including financial or systemic shocks and volatility or changes in market liquidity, interest or currency rates, or valuations;
- our ability to cost-effectively fund our businesses and operations, including by accessing long- and short-term funding and liquidity and by retaining and growing client and customer deposits;
- changes in any of our credit ratings;
- our ability to manage any unexpected outflows of uninsured deposits and avoid selling investment securities or other assets at an unfavorable time or at a loss;
- negative market perceptions of our investment portfolio or its value;
- adverse publicity or other reputational harm to us, our service providers, or our senior officers;
- business and consumer sentiment, preferences, or behavior, including spending, borrowing, or saving by businesses or households;
- our ability to execute on strategic and operational plans, including simplifying our businesses, achieving cost-savings targets and lowering expense growth, accelerating franchise momentum, and improving our capital position;
- changes in our corporate and business strategies, the composition of our assets, or the way in which we fund those assets;
- our ability to successfully make and integrate acquisitions and to effect divestitures;
- our ability to develop, maintain, and market our products or services or to absorb unanticipated costs or liabilities associated with those products or services;
- our ability to innovate, to anticipate the needs of current or future clients and customers, to successfully compete, to increase or hold market share in changing competitive environments, or to deal with pricing or other competitive pressures;
- our ability to maintain secure and functional financial, accounting, technology, data processing, or other operating systems or infrastructure, including those that safeguard personal and other sensitive information;
- our ability to appropriately underwrite loans that we originate or purchase and to otherwise manage credit risk, including in connection with commercial and consumer mortgage loans;
- our ability to satisfactorily and profitably perform loan servicing and similar obligations;
- the credit, liquidity, or other financial condition of our customers, counterparties, service providers, or competitors;
- our ability to effectively deal with economic, business, or market slowdowns or disruptions;
- the efficacy of our methods or models in assessing business strategies or opportunities or in valuing, measuring, estimating, monitoring, or managing positions or risk;
- our ability to keep pace with changes in technology that affect us or our clients, customers, counterparties, service providers, or competitors or to maintain rights or interests in associated intellectual property;
- our ability to attract, hire, and retain key teammates and to engage in adequate succession planning;
- the performance and availability of third-party service providers on whom we rely in delivering products and services to our clients and customers and otherwise in conducting our business and operations;
- our ability to detect, prevent, mitigate, and otherwise manage the risk of fraud or misconduct by internal or external parties; our ability to manage and mitigate physical-security and cybersecurity risks, including denial-of-service attacks, hacking, phishing, social-engineering attacks, malware intrusion, data-corruption attempts, system breaches, identity theft, ransomware attacks, environmental conditions, and intentional acts of destruction;
- natural or other disasters, calamities, and conflicts, including terrorist events, cyber-warfare, and pandemics;
- widespread outages of operational, communication, and other systems;
- our ability to maintain appropriate ESG practices, oversight, and disclosures; and
- policies and other actions of governments to manage and mitigate climate and related environmental risks, and the effects of climate change or the transition to a lower-carbon economy on our business, operations, and reputation.
Readers are cautioned not to place undue reliance on these forward-looking statements, which represented management's views on the date they were made. Except to the extent required by applicable law or regulation, Truist undertakes no obligation to revise or update any forward-looking statements.
Non-GAAP information
This presentation contains financial information and performance measures determined by methods other than in accordance with accounting principles generally accepted in
Insurance Holdings EBITDA - EBITDA is a non-GAAP measurement of operating profitability that is calculated by adding back interest, taxes, depreciation, and amortization to net income. Truist's management uses this measure in its analysis of the
Insurance Holdings Core EBITDA - Core EBITDA is a non-GAAP measurement of operating profitability that is calculated by adding back interest, taxes, depreciation, and amortization to net income. Truist's management also adds back merger-related and restructuring charges and independence readiness costs related to
2
Sale of
Strategic rationale for selling TIH
Significantly improves Truist's relative capital position
Post closing, intend to evaluate a balance sheet repositioning with a goal of replacing TIH earnings
Creates financial flexibility to pivot to offense in our core consumer and wholesale banking businesses
Capitalizes on historically strong insurance multiples and positions TIH for continued growth
Implied enterprise valuation
+230 bps of CET1 |
+255 bps of CET1 |
Current Basel III rules |
Proposed Basel III rules |
+33%
TBV per share accretion
2Q24
Anticipated closing
3
Key transaction details
Overview |
- Selling remaining stake in TIH to an investor group led by
Stone Point Capital ; Clayton, Dubilier & Rice; and other co-investors - Implied enterprise valuation of
$15.5B represents ~18x 2023 core EBITDA(1) - 100% cash consideration
- Estimated closing during 2Q24
- Adoption of discontinued operations accounting for TIH
Financial impact
$12.6B gross proceeds to TFC;$7.6B remaining common equity interest and$5.0B preferred stock$10.1B of after-tax cash proceeds$9.5B of capital creation;$4.8B after-tax gain and$4.7B benefit from the deconsolidation of TIH's intangibles net of deferred tax liabilities- Generates 230 bps of CET1 under current and 255 bps of CET1(2) under fully phased-in Basel III rules
- Tangible book value per share accretion of 33% or
$7.12 per share - Sale of TIH and reinvestment of proceeds into cash estimated to be
$0.20 dilutive to 2024 EPS(3) before the impact of any potential balance sheet repositioning
Use of |
Initial after-tax proceeds from the sale of TIH are assumed to be invested in cash |
Post-closing, we intend to evaluate a variety of capital deployment options, including a balance sheet repositioning subject to market |
|
proceeds |
|
conditions, with a goal of replacing TIH earnings(4) |
Notes:
- Core EBITDA represents reported 2023 TIH metrics and excludes selected items. See slide 10 for appropriate non-GAAP reconciliation.
- CET1 impact greater under fully phased-in Basel III rules primarily due to the threshold deductions
- Assumes sale of TIH closed on 1/1/2024, proceeds from sale are invested in cash yielding 4.50%, and a 24% marginal tax rate
4. Any actions undertaken would occur no earlier than closing of sale, subject to market conditions, and satisfy all regulatory requirements |
4 |
Sale of TIH seizes capital advantage for Truist and offers ability to maintain earnings
Post closing, we will evaluate a balance sheet repositioning with a goal of replacing TIH's earnings(1)
CET1 ratio current rules |
Est. fully phased-in B3 End-Game CET1 ratio |
2024 illustrative EPS impact(5) |
||
Generates significant capital |
Accelerates path to B3 End-Game standards |
Illustrative balance sheet repositioning offers the |
||
ability to replace TIH's earnings |
Tangible book value per share Significant increase in tangible book value per share
+230 bps
12.4% |
||
+143 bps |
||
11.5% |
||
10.1% |
||
|
Pro forma |
Pro forma |
for TIH sale |
and |
|
illustrative |
||
|
||
sheet |
||
repositioning(2,3) |
+33% |
+33% |
|||||||||
|
|
|||||||||
+255 bps |
+302 bps |
~( |
|
|||||||
8.7% |
9.1% |
|
||||||||
|
||||||||||
6.1% |
||||||||||
|
Pro forma |
Pro forma |
Current |
TIH |
Invest |
Pro forma |
2024 |
|
Pro forma |
Pro forma |
for TIH sale |
and |
2024 |
contribution |
proceeds |
and |
pro |
for TIH sale |
and |
||
illustrative |
EPS |
in cash(2) |
illustrative |
forma |
illustrative |
|||||
|
|
EPS(2,3) |
|
|||||||
sheet |
sheet |
sheet |
||||||||
repositioning(3,4) |
||||||||||
repositioning(2,3,4) |
repositioning(2,3) |
Notes: |
|
1. Any actions undertaken would occur no earlier than closing of sale, subject to market conditions, and satisfy all regulatory requirements |
|
2. Assumes sale of TIH closed on 1/1/2024, proceeds from sale are invested in cash yielding 4.50%, and a 24% marginal tax rate |
|
3. Includes illustrative balance sheet repositioning of approximately |
|
conditions. Our illustration assumes proceeds are reinvested evenly between cash and investments securities based on the forward curve as of |
|
4. The 47 bps increase in the impact to CET1 from the illustrative balance sheet repositioning is due to lower threshold deductions and a lower risk-weighting on the securities purchased than the securities sold |
5 |
5. Illustrative EPS scenario assumes a |
Sale of TIH meaningfully improves Truist's capital position relative to peers
Truist's relative capital ratios increase under current and proposed Basel III rules
CET1 ratio (current rules)
As of
15.0%
12.4% |
||||||
11.8% |
||||||
11.4% |
11.5% |
|||||
11.0% |
||||||
10.6% |
||||||
9.9% |
9.9% |
10.0% |
10.1% |
10.2% |
10.3% |
|
Est. fully phased-in Basel III End-Game CET1 ratio(3)
As of
11.5% |
|
10.0% |
10.1% |
9.5% |
|
9.1% |
|
8.7% |
|
8.2% |
|
7.8% |
|
7.5% |
|
7.0% |
|
6.4% |
|
6.1% |
|
5.7% |
Peer7 |
Peer9 |
Peer5 |
1 |
2 |
3 |
Peer |
Peer |
Peer |
TFC TFC
Peer8 |
Peer3 |
Peer2 |
Peer6 |
4 |
5 |
6 |
7 |
Peer |
Peer |
Peer |
Peer |
illustrative$25BSheet… |
forForma |
|||||
Peer |
Pro forma |
Peer1 |
Pro |
Peer4 |
||
10 |
Pro |
|||||
8 |
and |
9 |
forma |
10 |
||
Peer |
With |
Illustrative Balance |
Peer |
TIH sale |
Peer |
|
(1,2) |
||||||
|
||||||
balance |
sheet
repositioning
Peer5
1 BankRegional
TFC
Peer3 |
Peer |
Repositioning |
RegionalBank |
With Illustrative$25B BalanceSheet |
|
2 |
3 |
Peer
Pro 4Forma
Peer2 |
Peer7 |
5 |
6 |
RegionalBank |
RegionalBank |
Pro |
8 |
Peer |
Peer |
|
Pro forma |
||||
forma |
and |
7 |
TFC8 |
|
for |
illustrativeBank |
|||
TIH sale |
|
(1,2) |
||
Regional |
||||
balance |
||||
sheet |
repositioning
Peer |
Peer |
6 |
4 |
9 |
10 |
RegionalBank |
RegionalBank |
Notes: |
|
1. Includes illustrative balance sheet repositioning of approximately |
|
Our illustration assumes proceeds are reinvested evenly between cash and investments securities based on the forward curve as of |
|
2. Assumes sale of TIH closed on 1/1/2024, proceeds from sale are invested in cash yielding 4.50%, and a 24% marginal tax rate |
|
3. Source: Estimates based on company data, equity analyst estimates, and |
6 |
Peers include BAC, CFG, FITB, JPM, KEY, MTB, PNC, RF, USB, and WFC; peer estimates shown for illustrative purposes based on externally referenced sources |
Sale of TIH strengthens capital and enhances strategic flexibility
Capitalizing on leading share in growth markets
7th largest
Strong market share in attractive Southeast and
Mid-
Comprehensive set of wholesale and consumer products and services
Strong balance sheet positioned to weather a wide array of economic environments
Relative capital advantage positions us well for future growth
Population growth expected to exceed 250,000 over the next five years
Truist branch footprint (2,001)
Note: |
7 |
Source: |
Appendix
Illustrative pro forma financial impacts
After-tax cash proceeds
Key Items |
$ in B |
|
Total enterprise valuation |
$ |
15.5 |
Preferred redemption |
(5.0) |
|
Net purchase price adjustments |
0.1 |
|
Total equity value |
10.6 |
|
Minority stake sold |
(2.2) |
|
Investor retuprotection amount |
(0.8) |
|
TFC's equity value |
7.6 |
|
Preferred redemption |
5.0 |
|
TFC's gross cash received |
12.6 |
|
Taxes and other transaction-related costs |
(2.5) |
|
Net cash received after taxes |
10.1 |
|
TFC's basis in TIH including preferred |
(5.4) |
|
TFC's after-tax gain on sale |
$ |
4.8 |
Capital creation
Key Items |
$ |
in B |
After-tax gain on sale(1) |
$ |
4.8 |
Removal of TIH's intangibles net of deferred tax |
4.7 |
|
CET1 capital created |
$ |
9.5 |
Memo: Risk-weighted asset release |
2.2 |
|
TIH earnings contribution to Parent build-up(2)
Key items |
FY 2023 ($ in MM) |
|
Fee income |
$ |
3,392 |
Interest income |
65 |
|
Revenue |
3,457 |
|
Adjusted operating expenses |
(2,603) |
|
Core EBITDA(3) |
854 |
|
Depreciation and amortization |
(143) |
|
Interest on intercompany redeemable |
(313) |
|
preferred |
||
Pre-tax income |
398 |
|
Income tax expense |
(85) |
|
(excludes tax on noncontrolling interest) |
||
Net income at TIH |
313 |
|
Noncontrolling interest attribution (pre-tax) |
(44) |
|
Net income available to common |
269 |
|
shareholders |
||
Preferred add-back(after-tax) |
238 |
|
Net income to Parent excl. preferred |
$ |
507 |
Notes:
- Gain on sale reflects Truist's remaining ownership in TIH less existing investor retuprotections, warrants, other items, and taxes
- Metrics exclude
$40 million merger-related charges and$36 million discrete independence readiness costs - Core EBITDA represents reported 2023 TIH metrics and excludes selected items. See slide 10 for appropriate non-GAAP reconciliation. May not foot due to rounding
9
EBITDA reconciliation
TIH core EBITDA reconciliation for FY 2023
$ in MM |
Partnership |
Corporation |
||||||||
4Q23 |
3Q23 |
2Q23 |
1Q23 |
FY 2023 |
||||||
Interest Income |
$ |
21 |
$ |
25 |
$ |
19 |
$ |
- |
$ |
65 |
Noninterest Income |
830 |
801 |
944 |
817 |
3,392 |
|||||
Total Revenue |
851 |
826 |
963 |
817 |
3,457 |
|||||
Segment net income (loss) - GAAP |
1 |
17 |
155 |
109 |
282 |
|||||
Provision (benefit) for income taxes |
1 |
3 |
- |
36 |
40 |
|||||
Interest |
105 |
105 |
103 |
- |
313 |
|||||
Depreciation and amortization |
36 |
35 |
35 |
37 |
143 |
|||||
EBITDA(1) |
143 |
160 |
293 |
182 |
778 |
|||||
Merger-related and restructuring charges, net |
21 |
11 |
3 |
5 |
40 |
|||||
Independence readiness costs related to TIH |
25 |
8 |
3 |
- |
36 |
|||||
Core EBITDA(2) |
$ |
189 |
$ |
179 |
$ |
299 |
$ |
187 |
$ |
854 |
Notes:
- EBITDA is a non-GAAP measurement of operating profitability that is calculated by adding back interest, taxes, depreciation, and amortization to net income. Truist's management uses this measure in its analysis of the
Corporation's Insurance Holdings segment. Truist'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. - Core EBITDA is a non-GAAP measurement of operating profitability that is calculated by adding back interest, taxes, depreciation, and amortization to net income. Truist's management also adds back merger-related and restructuring charges and independence readiness costs related to
Truist Insurance Holdings . Truist's management uses this measure in its analysis of theCorporation's Insurance Holdings segment. Truist'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.
10
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