Strategically Positioning Truist Insurance Holdings for Long-Term Success

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#1Strategically Positioning Truist Insurance Holdings for Long-Term Success Bill Rogers - Chairman & CEO Mike Maguire - CFO John Howard – Chief Insurance Officer Truist Financial Corporation February 16, 2023#2Forward-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. 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 December 31, 2021 and in Truist's subsequent filings with the Securities and Exchange Commission: III changes in the interest rate environment, including the replacement of LIBOR as an interest rate benchmark, could adversely affect Truist's revenue and expenses, the value of assets and obligations, and the availability and cost of capital, cash flows, and liquidity; Truist is subject to credit risk by lending or committing to lend money, may have more credit risk and higher credit losses to the extent that loans are concentrated by loan type, industry segment, borrower type or location of the borrower or collateral, and may suffer losses if the value of collateral declines in stressed market conditions; inability to access short-term funding or liquidity, loss of client deposits or changes in Truist's credit ratings could increase the cost of funding or limit access to capital markets; general economic or business conditions, either globally, nationally or regionally, may be less favorable than expected, including as a result of supply chain disruptions, inflationary pressures and labor shortages, and instability in global geopolitical matters, including due to an outbreak or escalation of hostilities, or volatility in financial markets could result in, among other things, slower deposit or asset growth, a deterioration in credit quality, or a reduced demand for credit, insurance, or other services; the monetary and fiscal policies of the federal government and its agencies, including in response to rising inflation, could have a material adverse effect on the economy and Truist's profitability; the effects of COVID-19 have adversely impacted the Company's operations and financial performance and could have similar adverse impacts in future periods; risk management oversight functions may not identify or address risks adequately, and management may not be able to effectively manage credit risk; there are risks resulting from the extensive use of models in Truist's business, which may impact decisions made by management and regulators; deposit attrition, client loss or revenue loss following completed mergers or acquisitions may be greater than anticipated; Truist could fail to execute on strategic or operational plans, including the ability to successfully complete or integrate mergers and acquisitions; increased competition, including from (i) new or existing competitors that could have greater financial resources or be subject to different regulatory standards or compliance costs, and (ii) products and services offered by non-bank financial technology companies, may reduce Truist's client base, cause Truist to lower prices for its products and services in order to maintain market share or otherwise adversely impact Truist's businesses or results of operations; failure to maintain or enhance Truist's competitive position with respect to new products, services, and technology, whether it fails to anticipate client expectations or because its technological developments fail to perform as desired or do not achieve market acceptance or regulatory approval or for other reasons, may cause Truist to lose market share or incur additional expense; negative public opinion could damage Truist's reputation and adversely impact business and revenues; regulatory matters, litigation or other legal actions may result in, among other things, costs, fines, penalties, restrictions on Truist's business activities, reputational harm, negative publicity, or other adverse consequences; Truist faces substantial legal and operational risks in safeguarding personal information; evolving legislative, accounting and regulatory standards, including with respect to climate, capital, and liquidity requirements, and results of regulatory examinations may adversely affect Truist's financial condition and results of operations; increased scrutiny regarding Truist's consumer sales practices, training practices, incentive compensation design, and governance could damage its reputation and adversely impact business and revenues; accounting policies and processes require management to make estimates about matters that are uncertain, including the potential write down to goodwill if there is an elongated period of decline in market value for Truist's stock and adverse economic conditions are sustained over a period of time; Truist faces risks related to originating and selling mortgages, including repurchase and indemnity demands from purchasers related to representations and warranties on loans sold, which could result in an increase in the amount of losses for loan repurchases; there are risks relating to Truist's role as a loan servicer, including an increase in the scope or costs of the services Truist is required to perform without any corresponding increase in servicing fees or a breach of Truist's obligations as servicer; Truist's success depends on hiring and retaining key teammates, and if these individuals leave or change roles without effective replacements, Truist's operations could be adversely impacted, which could be exacerbated in the increased work-from-home environment as job markets may be less constrained by physical geography; Truist's operations rely on its ability, and the ability of key external parties, to maintain appropriate-staffed workforces, and on the competence, trustworthiness, health and safety of teammates; Truist faces the risk of fraud or misconduct by internal or external parties, which Truist may not be able to prevent, detect, or mitigate; security risks, including denial of service attacks, hacking, social engineering attacks targeting Truist's teammates and clients, malware intrusion, data corruption attempts, system breaches, cyber-attacks, which have increased in frequency with current geopolitical tensions, identity theft, ransomware attacks, and physical security risks, such as natural disasters, environmental conditions, and intentional acts of destruction, could result in the disclosure of confidential information, adversely affect Truist's business or reputation or create significant legal or financial exposure; and widespread outages of operational, communication, or other systems, whether internal or provided by third parties, natural or other disasters (including acts of terrorism and pandemics), and the effects of climate change, including physical risks, such as more frequent and intense weather events, and risks related to the transition to a lower carbon economy, such as regulatory or technological changes or shifts in market dynamics or consumer preferences, could have an adverse effect on Truist's financial condition and results of operations, lead to material disruption of Truist's operations or the ability or willingness of clients to access Truist's products and services. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by applicable law or regulation, Truist undertakes no obligation to revise or update any forward-looking statements. TRUIST HH 2#3Non-GAAP information This presentation contains financial information and performance measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Truist's management uses these "non-GAAP" measures in their analysis of the Corporation's performance and the efficiency of its operations. Management believes these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods and demonstrate the effects of significant items in the current period. The Company believes a meaningful analysis of its financial performance requires an understanding of the factors underlying that performance. Truist's management believes investors may find these non-GAAP financial measures useful. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Below is a listing of the types of non-GAAP measures used in this presentation: Adjusted Performance Measures - The adjusted performance measures, including adjusted net income available to common shareholders and adjusted diluted EPS are non-GAAP in that they exclude merger-related and restructuring charges, other selected items, and amortization of intangible assets, as applicable to tangible measures. Truist's management uses these measures in their analysis of the Corporation's performance. Truist's management believes these measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods, as well as demonstrate the effects of significant gains and charges. Insurance Holdings Adjusted 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 also adds back merger-related and restructuring charges, incremental operating expenses related to the merger, and other selected items. 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 and insurance brokerage peers, as well as demonstrates the effects of significant gains and charges. TRUIST HH 3#4Executive summary Overview Truist Insurance Holdings (TIH) is the 6th largest U.S. insurance broker with scale, strong organic growth, and attractive operating margins Selling 20% minority stake in TIH (excluding Premium Finance) to Stone Point Capital and co-investors at a $14.75B aggregate valuation $9.75B common equity value and $5.0B intercompany preferred equity ✓ Represents 17.2x 2022 adjusted EBITDA and 27.4x 2022 adjusted earnings ✓ Forward-focused transaction to support growth Stone Point represents a blue-chip investor with a strong track record and expertise in the financial institutions and insurance brokerage industry ✓ Strong alignment on strategy and vision Strategic Rationale New ownership structure, combined with significant expertise of Stone Point, creates additional opportunities to support growth ✓ Highlights significant value of insurance business ✓ Strengthened incentive program improves ability to attract, incent, and retain top talent and realize TIH's full potential ✓ Preserves strategic flexibility and future upside in TIH Continued focus on Integrated Relationship Management (IRM) Financial Impact Creates +32 bps of CET1 capital ✓ +6% tangible book value per share accretion Enhances EPS growth potential ✓ Truist will continue to consolidate TIH, providing strong ongoing benefits TRUIST HH 4#5Insurance brokerage industry backdrop Firm Pricing Total Consolidated P&C Premium YoY Growth 10% Rapidly Consolidating Industry Global Announced Acquisitions in Last 10 Years Number of Announced Insurance Brokerage Transactions Increasing Valuation Differential Price/LTM EPS Insurance Brokers and Regional Banks Current Multiple Differential: 14.8x 10-Year Median Multiple Differential: 6.8x Current Multiple Differential Percentile: (84% 5% 5% 4% 4% 4% 4% 6% 5% 5% 2% 358 325 693 626 597 576 585 512 477 838 811 '12 '13 '14 '15 '16 '17 '18 '19 '20 '21 '221 '12 13 '14 '15 '16 '17 '18 '19 '20 '21 '22 Feb-13 Feb-15 Feb-17 Feb-19 Regional Banks 2 Source: S&P Global, Nasdaq, and Capital IQ. Market data as of 2/10/23. 1 Represents 2022 LTM as of 3Q compared to FY 2021 2 Represents the median multiple of publicly traded regional banks: CFG, CMA, FITB, HBAN, KEY, MTB, PNC, RF, USB, and ZION 3 Represents the median multiple of publicly traded insurance brokers: AJG, AON, BRP, BRO, RYAN, MMC, and WTW Feb-21 25.3x 10.5x ww Feb-23 Insurance Brokers 3 TRUIST HH 5#6Overview of Truist Insurance Holdings (TIH) TIH Key Facts¹ 6th Largest broker 250+ US offices $45B+ Premiums in the US 1922 Founded 9,000+ Teammates 100+ Successful acquisitions CA OR HI WA NV ID TIH Locations Retail AZ MT ND MN 60% / 40% Wholesale/Retail revenue mix ME VT NY NH CT MA MA MD RI SD WY IA NE WI MI PA он 5 UT IN DE IL CO KS MO AR OK NM TX AL NJ Contribution to Truist¹ 13% of Total Revenue 35% of Fee Income Exceptional Financial Track Record¹ EBITDA² ($ MM) ~19% CAGR EBITDA Margin 8% of Adjusted Net Income to Common² Organic Growth 6% points increase $860 $767 $597 $512 $401 29% ~8% average annual 12% 28% 27% 9% 24% 22% 6% 2018 2019 2020 2021 2022 2018 2019 2020 2021 2022 Wholesale Southeast powerhouse with national coverage and expansion opportunities 1 Transaction and historical financials includes insurance brokerage business and excludes premium finance; all metrics as of FY 2022 2 See page 16 for non-GAAP reconciliations 4% 7% 2018 2019 2020 2021 2022 TRUIST HH 6#7TIH is an industry leader Insurance Brokerage Rankings¹ Rank Company 2021 U.S. Brokerage Revenue ($ B) Favorable Business Mix Compared to Competition Wholesale TIH 40%/60% 1 Marsh & McLennan $9.3 2 Aon $5.5 Retail 3 Arthur J. Gallagher $4.7 4 Willis Towers Watson $4.5 5 сл Brown & Brown $3.0 60 TIH $2.9 7 Acrisure $2.7 ✓ Inflation/social inflation 8 Alliant Insurance Services $2.6 9 Hub International $2.4 10 USI Insurance Services $2.1 1 Source: Business Insurance magazine; TIH also includes annuity revenue and Premium Finance Retail Wholesale Peer median 76% / 24% Multiple Levers for Growth Macro Drivers ✓ Increased risks ✓ P&C ✓Climate change ✓ Cyber Organic Growth ✓ Investments in talent, delivery model, and technology ✓ Scale industry verticals and grow underpenetrated verticals in Retail IRM Opportunities Truist clients: ✓ 10MM Retail ✓ 400K Commercial ✓ 30K Middle market ✓ 350K Wealth 2K CIB (only ~5- 10% penetration today) Strong alignment of industry verticals between TIH and CIB Future M&A ✓ Broad acquisition appetite across TIH's diversified business model TRUIST HH 7#8Stone Point Capital Overview Governance Investment Terms Summary of key terms Valuation $14.75B aggregate value Common equity value: $9.75B Investment size Investor ownership in TIH Investment type Preferred Warrants TIH board composition Future exit rights Consent rights STONE POINT CAPITAL - Preferred equity issued to Truist: $5.0B $1.95B 20% minority stake; investment to be made by Stone Point Capital, in partnership with co-investors including Mubadala Investment Company (collectively referred to as "Stone Point") Secondary sale of Truist's common equity ownership of TIH Cash proceeds from sale received by Truist $5.0B of intercompany debt-like preferred equity Issued to Truist from TIH; earnings consolidated by Truist Truist receives a fixed dividend of 8.25% 3.75% coverage on fully diluted equity value (strike price equal to current valuation); in the event of an IPO, convert into warrants in the public company (warrants are structured as profits interest) Truist to designate 4 of 5 the Board seats in TIH; 1 seat to be designated by Stone Point Truist has the right to conduct a subsequent transaction at any time If Truist conducts an IPO or a sale, Stone Point would have return protections Stone Point has the right to request Truist to explore a sale or IPO after 6.5 years In lieu of a sale or IPO, Truist has the right to buy the stake back at fair market value Stone Point receives additional rights relating to its representation on TIH's board and with respect to its control of a potential IPO or sale process if no liquidity event within 8 years Stone Point has customary minority investor consent rights Stone Point Capital is a leading alternative investment management firm with significant experience within the financial services industry Long-term client of Truist 25+ year history with more than 150 investments Strong focus within the insurance distribution and bank verticals; Stone Point has committed over $10B to insurance-related and bank investments TRUIST HH 8#9Highlighting the significant value of TIH and Truist Addresses Multiple Differential of Business Segments... ...Highlighting Value of TIH and Truist Valuation Multiples (Price/2022 EPS, X) 27.4x 10.5× 9.7x TIH Valuation¹ Regional Bank Median² Truist Current Note: Market data as of 2/10/23 1 Represents TIH valuation based on minority stake investment Illustrative Truist Sum-of-the-Parts Valuation ($ B) $59 $14.75 $74 15% higher than current market cap $64 Current market cap Implied Value of Truist ex. TIH³ Value of TIH 1 Implied Truist Market Value 2 Represents the median multiple of regional banks: CFG, CMA, FITB, HBAN, KEY, MTB, PNC, RF, USB, and ZION 3 Implied value of Truist ex. TIH based on current Truist price/ 2022 EPS multiple of 9.7x applied to Truist 2022 adjusted earnings less TIH earnings TRUIST HH 9#10Strong capital generation Preserving future flexibility Strong Capital Generation CET1 Ratio +32 bps 9.3% 9.0% Truist Pro Forma Accretive to Tangible Book Value Tangible Book Value Per Share $18.04 Truist +6% $19.07 Pro Forma EPS Neutral Transaction Initially; Accretion Over Time Adjusted Earnings Per Share ($, 2022) $4.96 GAAP $4.43 $4.96 Treatment of Noncontrolling Interest - Above-the-line - Truist continues to consolidate TIH - No impacts to P&L line items with exception of higher interest income from reinvestment of proceeds - No changes to fee income contribution from TIH given consolidation accounting · Below-the-line - Minority stake sale creates noncontrolling interest (NCI) equal to ~20% of TIH net income NCI impact entirely offset by reinvestment of proceeds¹ Truist Pro Forma¹ 1 Assumes reinvestment of cash proceeds at 4.00% TRUIST HH 10#11Conclusion Compelling Strategic Rationale ✓ New ownership structure, combined with significant expertise of Stone Point, creates additional opportunities to support growth Highlights significant value of insurance business Strengthened incentive program improves ability to attract, incent, and retain top talent and realize TIH's full potential ✓ Preserves strategic flexibility and future upside in TIH ✓ Continued focus on Integrated Relationship Management (IRM) Attractive Financial Impacts Creates +32 bps of CET1 capital ✓ +6% tangible book value per share accretion Enhances EPS growth potential Truist will continue to consolidate TIH, providing strong ongoing benefits 1 TRUIST HH 11#12Appendix#13TIH key historical financial metrics 1 Historical Financial Metrics Adjusted Excluding Merger-Related Charges ($ MM) Revenue Noninterest expense EBITDA Amortization and depreciation Net income Key ratios EBITDA margin Organic revenue growth 2020 2021 2022 2,225 2,652 3,089 1,628 1,885 2,229 597 767 860 72 106 132 392 507 538 26.8% 28.9% 4.3% 11.6% 27.8% 7.4% TRUIST HH 1 Transaction and historical financials includes insurance brokerage business and excludes premium finance; all metrics as of FY 2022. Adjusted financials excludes merger-related charges. See page 16 for non-GAAP reconciliations. 13#14Illustrative pro forma financial impacts. Cash and securities 150,935 1,538 Common equity 53,841 1,340 Noncontrolling interest 23 54 Illustrative Financial Statement Impact Illustrative Net Transaction Capital & Cash Truist ($ MM) ($ MM) Balance Sheet Minority Stake Sale Reinvestment of Proceeds¹ Pro Forma Current Stake sale proceeds Taxes due DTL created Noncontrolling interest created Estimated transaction expenses Net common equity created 152,473 55,181 77 Capital CET1 ratio (%) 9.0 TBV per share ($) 18.04 9.3 19.07 Net cash proceeds (after-tax) Adjusted Earnings Impact - 20222 Pre-tax pre-provision revenue 10,107 Pre-tax income 8,747 Tax expense 1,764 (24) Net income 6,983 24 2247 62 10,169 62 8,809 15 1,755 7,054 Noncontrolling interest 7 70 77 attribution Preferred dividends 333 333 Net income to common 6,643 (46)³ 47 6,644 Earnings per share ($) 4.96 4.96 1 Assumes reinvestment of cash proceeds at 4.00% 2 Pro forma financial impacts for earnings items shown relative to 2022 adjusted financials for illustrative purposes and 12/31/2022 for balance sheet. Transaction includes insurance brokerage business and excludes premium finance; all metrics as of FY 2022. Represents adjusted financials excluding merger-related and restructuring charges and other selected items. Adjusted metrics are non-GAAP measures. Truist's management believes these measures provide a greater understanding of ongoing operations and enhances comparability of results with prior periods. Reconciliations to GAAP can be found in appendix of this presentation or the 4Q22 earnings presentation. 3 Represents impact of ~20% of TIH partnership net income (net of preferred dividend payment to Truist) 1,950 (387) (143) (54) (25) 1,340 1,538 TRUIST HH 14#15Non-GAAP reconciliations Truist Diluted EPS ($ MM, except per share data, shares in thousands) Year ended Dec. 31, 2022 Net income available to common shareholders - GAAP Merger-related and restructuring charges Securities (gains) losses Loss (gain) on early extinguishment of debt Incremental operating expenses related to the merger Gain on redemption of noncontrolling equity interest Net income available to common shareholders - Adjusted Weighted average shares outstanding - diluted Diluted EPS GAAP Diluted EPS-adjusted¹ +A 5,927 393 54 (30) 356 (57) 6,643 1,338,462 +A $ 4.43 4.96 TRUIST HH 15 1 The adjusted diluted earnings per share is non-GAAP in that it excludes merger-related and restructuring charges and other selected items, net of tax. Truist's management uses this measure in their analysis of the Corporation's performance. 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.#16Non-GAAP reconciliations Insurance Holdings EBITDA 1,2 ($ MM) Adjusted Historical Financials Ex. Merger-Related Charges² ($ MM) Total revenue $ SA 2018 1,859 2019 2020 2021 2022 $ 2,096 $ A 2,225 $ 2,652 $ 3,089 Total revenue $ 2020 2,225 $ 2021 2022 2,652 $ 3,089 Pre-tax income $ 311 $ 447 $ 510 $ 633 $ 673 Noninterest expense Merger-related and 17 27 14 28 54 restructuring charges, net Merger-related and restructuring charges, net 1,642 (14) 1,913 2,284 (28) (54) Amortization and 73 76 72 106 132 Noninterest Expense (ex. MRCs) $ 1,628 $ $ 1,885 2,229 depreciation EBITDA EBITDA Margin 401 21.6% $ 512 24.4% $ 597 26.8% $ 767 28.9% $ 860 EBITDA (ex. MRCS) 597 767 860 27.8% Amortization and depreciation 72 106 132 Net income available to common, reported Add-back MRC (assumes 24% tax rate) Net Income (ex. MRCs) 381 486 497 11 +A $ 392 $ 21 507 41 538 1 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, incremental operating expenses related to the merger, and other selected items. 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 and insurance brokerage peers, as well as demonstrates the effects of significant gains and charges. 2 Excludes Premium Finance TRUIST HH 16

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