Best Bank in Town Since 1872 BB&T Corporation FDIC Assisted Acquisition of Colonial Bank Strategically compelling and financially attractive transaction enhances BB&T's franchise in key markets August 17, 2009 Best Bank in Town Since 1872 Filed Pursuant to Rule 433 Registration No. 333-152543 |
1 Best Bank in Town Since 1872 Forward-Looking Information This presentation contains certain forward-looking statements with respect to the financial condition,
results of operations and businesses of BB&T. These forward-looking statements involve
certain risks and uncertainties and are based on the beliefs and assumptions of the management of
BB&T, and the information available to management at the time that this presentation was
prepared. Factors that may cause actual results to differ materially from those contemplated by such forward- looking statements include, among others, the following: (1) general economic or business conditions, either nationally or
regionally, may be less favorable than expected, resulting in, among other things, a
deterioration in credit quality and / or a reduced demand for credit or other services; (2)
changes in the interest rate environment may reduce net interest margins and / or the volumes and
values of loans made or held as well as the value of other financial assets held; (3) competitive
pressures among depository and other financial institutions may increase significantly; (4)
legislative or regulatory changes, including changes in accounting standards, may adversely
affect the businesses in which BB&T is engaged; (5) local, state or federal taxing authorities may take tax positions that are adverse to BB&T; (6) adverse changes may
occur in the securities markets; (7) competitors of BB&T may have greater financial resources
and develop products that enable them to compete more successfully than BB&T; (8) costs or
difficulties related to the integration of the businesses of BB&T and its merger partners may
be greater than expected, including the integration of our acquisition of Colonial Bank; (9)
unpredictable natural or other disasters could have an adverse effect on us in that such events
could materially disrupt our operations or the ability or willingness of our customers to access
the financial services we offer; (10) expected cost savings associated with completed mergers and
acquisitions may not be fully realized or realized within the expected time frames, including our
acquisition of Colonial Bank; and (11) deposit attrition, customer loss or revenue loss following
completed mergers and acquisitions, including our acquisition of Colonial Bank, may be greater
than expected. The forward-looking statements included in this presentation have not been
examined or compiled by the independent public accountants of BB&T, nor have such accountants
applied any procedures thereto. Accordingly, such accountants do not express an opinion or any
other form of assurance on them. |
2 Best Bank in Town Since 1872 Non-GAAP Information This presentation contains financial information determined by methods other than in accordance with
accounting principles generally accepted in the United States of America (GAAP).
BB&Ts management uses these non-GAAP measures in their analysis of the
Corporations performance. BB&Ts management believes that these non-GAAP
financial measures provide a greater understanding of ongoing operations and enhance
comparability of results with prior periods as well as demonstrating the effects of significant
gains and charges in the current period. The Company believes that a meaningful analysis of
its financial performance requires an understanding of the factors underlying that
performance. BB&Ts management believes that investors may use these non- GAAP
financial measures to analyze financial performance without the impact of unusual items that may obscure trends in the Companys underlying performance. These disclosures should not be viewed as
a substitute for operating results determined in accordance with GAAP, nor are they necessarily
comparable to non-GAAP performance measures that may be presented by other companies.
BB&Ts non-GAAP disclosures include cash basis results, which adjust GAAP
performance to exclude the amortization of intangibles and purchase accounting
mark-to-market adjustments. BB&Ts management uses these measures to
evaluate the underlying performance and efficiency of its operations. BB&Ts management
believes these measures reflect core trends of the business, excluding purchase accounting
amortization that will cease in the future, while the acquired business will remain. Tangible
common equity and Tier 1 common equity ratios are Non-GAAP measures. BB&T uses the Tier 1
common equity definition used in the SCAP assessment to calculate these ratios. BB&T's management uses these measures to assess the quality of capital and believes that investors may find them useful in their analysis of the Corporation. These capital measures are not necessarily
comparable to similar capital measures that may be presented by other companies.
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3 Best Bank in Town Since 1872 BB&T has purchased and assumed select assets and liabilities from the FDIC as
receiver of Colonial Bank No holding company assets or liabilities acquired Taylor Bean assets and liabilities excluded Indemnifications from the FDIC Purchasing $21.8bn of assets with $14.3bn covered by FDIC loss share protection
Expected loss on acquired covered portfolio of $5.0bn No negative earnings impact until losses exceed $5.0bn If losses are less than $5.0bn, some of our upside may be shared with the FDIC FDIC assumes 95% of losses between $5.0bn and $14.3bn Assuming $20.1bn of deposits and $3.6bn of other liabilities Transaction Overview Transaction: Approvals: Status: All regulatory approvals received Closed August 14, 2009 Over 425 BB&T employees in Colonial branches and offices Branches opened for business on Saturday, August 15 Expected capital raise: $750mm of common equity |
4 Best Bank in Town Since 1872 Transaction Rationale Significant enhancement to branch footprint in the Southeast will create the eighth largest U.S. deposit franchise 346 branches and $20.1bn in deposits acquired #4 Alabama franchise with 7.7% market share #5 Florida franchise with 3.8% market share Opportunity to sell BB&Ts broad array of banking products and services to the existing Colonial customer base Anticipated cost savings and integration expense: Approximately $170mm annual (pre-tax) expense reduction, ~30% of Colonials
cost base Merger and integration costs of $245mm (pre-tax) Financially attractive Exceeds BB&T merger criteria for IRR and earnings accretion with conservative assumptions Includes the impact of the capital raise FDIC loss sharing substantially eliminates credit risk from legacy assets Source: Data from SNL Financial, as of 6/30/08. Acquired deposit data provided by company,
as of 8/13/09. Market share data as of 6/30/08. Branch data as
of 8/13/09. |
5 Best Bank in Town Since 1872 Interest bearing MMDAs 21% Non- interest bearing MMDAs 15% Other savings deposits 2% Time deposits < $100K 31% Time deposits > $100K 19% Demand deposits & other 2% Brokered deposits 10% Franchise Branch Map KY 90 Branches $4.0bn Deposits #4 Rank TN 57 Branches $2.5bn Deposits #6 Rank WV 78 Branches $5.0bn Deposits #1 Rank MD 130 Branches $6.2bn Deposits #7 Rank VA 392 Branches $19.8bn Deposits #2 Rank NC 360 Branches $28.4bn Deposits #2 Rank GA 176 Branches $9.4bn Deposits #5 Rank SC 116 Branches $6.3bn Deposits #3 Rank DC 12 Branches $1.1bn Deposits #7 Rank Headquarters Winston- Salem, NC FL 306 Branches $14.1bn Deposits #5 Rank AL 93 Branches $5.8bn Deposits #4 Rank IN 2 Branches $0.2bn Deposits #64 Rank Source: SNL Financial. Note: Unless otherwise noted, data as of 6/30/08, pro forma for acquisitions and
divestitures. (1) Financial data as of 6/30/09. Other markets ($ in mm) (1) Colonial deposit composition by type BB&T Colonial (1) (1) Deposits Branches State rank Texas $824 22 53 Nevada 887 22 11 |
6 Best Bank in Town Since 1872 Alabama, Florida and Georgia Source: SNL Financial, as of 6/30/08. (1) Based upon Colonials 6/30/08 deposit geographic profile. Colonial BB&T Pro forma Alabama, Florida and Georgia footprint Top MSAs (1) ($ in bn) Colonial Pro forma Deposits Deposits Rank Mkt Share Branches MSA Miami $3.2 $3.5 11 2.4% 68 Orlando 2.2 2.5 4 8.0 47 Montgomery 2.0 2.0 1 29.0 11 Tampa / St. Petersburg 1.4 2.7 5 5.8 61 Lakeland 1.1 1.1 2 18.9 12 Birmingham 1.0 1.0 5 4.5 27 State Alabama $5.6 $5.8 4 7.7% 93 Florida 10.4 14.1 5 3.8 306 Georgia 0.6 9.4 5 5.1 176 |
7 Best Bank in Town Since 1872 Integration Has Already Begun Over 425 BB&T Ambassadors currently working in Colonial Banks 346 branches Positioned at each branch in all five states to greet customers, provide support, and ensure a smooth transition Arrived on-site Friday for the announcement and will remain through the week
Facilitate communication between branches and BB&T Regional Presidents
Seamless transition BB&T immediately began overseeing all Colonial operations including product
pricing, underwriting and risk management functions Depositors in all Colonial branches have access to their funds Overwhelmingly positive reception from Colonial employees and customers Experienced normal business activity on Saturday in all 72 branches with Saturday
hours BB&T leadership structure established in Florida and Alabama
5 Regional Presidents named in Florida 2 Regional Presidents named in Alabama All experienced BB&T senior managers Kelly King addressed all officers of Colonial branches on Sunday, August 16
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8 Best Bank in Town Since 1872 Integration Plan Branch network will be integrated into BB&Ts banking network Convert Colonial branches to BB&Ts platform; process identical to prior conversions Bring BB&Ts industry-leading sales and service culture Optimize staffing in the branches BB&T will leverage Colonials branch network for additional growth
opportunities The opportunity to sell BB&Ts broad array of banking products to Colonials customer base Re-tool lending operations and implement BB&Ts superior sales and service culture BB&T will bring its exemplary service to Colonials client base and establish
branch-based lending approach Future originations will conform to BB&Ts high underwriting standards Review and exit selected business lines |
9 Best Bank in Town Since 1872 Loan Portfolio Marks Precedent transactions Credit marks Colonial credit marks by loan category FDIC loss share No FDIC loss share Source: Investor presentations, press releases and investor call transcripts. (1) Reflects full purchase accounting marks. (2) Reflects credit marks on home loan portfolio. Select portfolios Construction (& Related ORE) 67% Commercial Property (& Related ORE) 31 C&I (& Related ORE) 15 Home Equity 21 Mortgage (& Related ORE) 18 Total Loans & ORE 37% (1) (1) (2) 37% 32% 9% 17% 18% 13% 17% 5% 10% 15% 20% 25% 30% 35% 40% BB&T / Colonial USBancorp / Downey/PFF M&T / Provident CapitalOne / Chevy Chase PNC / National City Wells Fargo / Wachovia JPMorgan / WaMu |
10 Best Bank in Town Since 1872 Loss Share Covered Assets / Uncovered Assets $21.8bn Total assets acquired: $14.3bn $5.0bn of expected credit losses Loss share assets: Loss share agreement with threshold set at $5.0bn; no first loss FDIC assumes 80% of losses between $0.0 and $5.0bn FDIC assumes 95% of losses between $5.0bn and $14.3bn Because of $5.0bn expected credit loss mark, no negative earnings impact until losses exceed $5.0bn If losses are less than $5.0bn, some of our upside may be shared with the FDIC If the entire covered portfolio were charged off, BB&Ts maximum exposure would be less than $500mm (pre-tax) Covered assets Loss share agreement ($14.3bn of assets): $3.5bn of cash / other non-credit related assets $0.2bn consumer loan portfolio was purchased at a discount $2.5bn government securities $1.3bn non-agency securities - The non-agency portfolio will be purchased at bid price no losses will be incurred Uncovered assets ($7.5bn of assets): |
11 Best Bank in Town Since 1872 6/30/09 BB&T Pro forma Assets Total assets $152 $175 Tangible assets 146 169 RWA 114 118 Average assets for leverage ratio 143 164 Capital Tangible common equity $8.8 $9.4 Tier 1 common 9.6 10.2 Tier 1 capital 12.7 13.4 Total capital 17.9 18.6 Capital ratios TCE / TA 6.5% 6.1% Tier 1 common 8.4 8.6 Leverage 8.9 8.1 Tier 1 capital 11.1 11.3 Total capital 15.7 15.7 Capital Ratios BB&T pro forma capital ratios assuming a $750mm common equity raise ($ in bn) (1) Includes $575mm of TruPS issued in July 2009. (2) Defined as Tier 1 Common / Tangible assets. (2) (1) |
12 Best Bank in Town Since 1872 Successful and Disciplined M&A Integrator As of June 30, 2009, completed 151 acquisitions in the past 15 years; 32 bank acquisitions Proven track record of achieving cost savings targets BB&T M&A deals by year 0 4 8 12 16 20 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 1H09 Banks Financial Services Insurance Specialized Lending Other Criteria Expanding and diversifying the franchise in terms of revenues, profitability, and asset size 15% IRR required for bank deals Cash EPS accretive by Year 2 GAAP EPS accretive by Year 3 Colonial meets or exceeds all acquisition criteria Result Meets Exceeds Immediate Immediate |
13 Best Bank in Town Since 1872 Stable, reliable, and the experience to manage Colonial through transition BB&T Established history of prudent risk management. Diversified, stable business mix resilient in all operating environments. Uniquely positioned within Southeast landscape amid current turmoil. Proven and disciplined M&A executor. Values are the foundation of BB&T. Values drive culture. Culture drives performance. |
14 Best Bank in Town Since 1872 Low risk balance sheet Superior credit performance relative to peers Stable net interest margin limited interest rate risk Investment portfolio emphasizes liquidity credit risk is taken in the loan portfolio Solid core funding and liquidity Controlled operating risk Strong capital position Has benefitted from flight to quality Superior profitability and balanced performance Best positioned for return to fundamental banking Experienced management focused on driving results Our business model and consistent strategy have been proven in all operating environments Achieving greater efficiencies is fundamental to long-term success Maintain focus on revenue generation and long- term future Will continue to lend and invest in people and technology BB&T is Well-Positioned for the Future Average age: 50 28 Average years of experience with BB&T Vast majority of personal net worth in BB&T stock BB&T Executive Management Experience (1) Excludes CFO. (1) |
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