This conference is being recorded. [Non-English content] Please standby, your meeting is about to begin. Good morning, everyone. Welcome to the TD Bank Group's conference call. I would like to turn the meeting over to Ms. Brooke Hales. Please go ahead, Ms. Hales. Good morning and welcome to TD Bank Group's conference call concerning TD's acquisition of First Horizon. My name is Brooke Hales, and I am the Head of Investor Relations at the bank. We will begin today's presentation with strategic remarks from Bharat Masrani, the bank's CEO, and Bryan Jordan, President and CEO of First Horizon. Next, Leo Salom, President and CEO, TD Bank, America's Most Convenient Bank, will provide more detailed commentary on the transaction. Kelvin Tran, the bank's CFO, will present the key financial details. Bharat Masrani will then offer concluding remarks. We will then open the call for questions from pre-qualified analysts and investors. Also present on the call to take questions today is Ajai Bambawale, the bank's Chief Risk Officer. Please turn to slide two. At this time, I would like to caution our listeners that this presentation contains forward-looking statements, that there are risks that actual results could differ materially from what is discussed, and that certain material factors or assumptions were applied in making these forward-looking statements. Any forward-looking statements contained in this presentation represent the views of management and are presented for the purpose of assisting the bank's shareholders and analysts in understanding the bank's financial position, objectives and priorities and anticipated financial performance. Forward-looking statements may not be appropriate for other purposes. Please consult our news release and IR deck for additional information regarding material factors and assumptions that may impact our forward-looking statements. I would also like to remind listeners that the bank uses non-GAAP financial measures, such as adjusted results, to assess each of its businesses and to measure overall bank performance. The bank believes that adjusted results provide a better understanding of how management views the bank's performance. We caution that non-GAAP measures and ratios are not defined terms under IFRS and therefore may not be comparable to similar terms used by other issuers. Additional information about our use of non-GAAP measures is on slide two of the deck. Finally, I will note that we are currently in quiet period and will not be offering comments on our Q1 results on this call, nor will we take questions on those results. We will also provide ample time for Q&A on this call, given that we won't be able to speak with you again until after Thursday's release. With that, I will ask you to turn to slide three, and I will turn the presentation over to Bharat. Thank you, Brooke. Good morning, everyone, and thank you for joining us on short notice and during a busy earnings week. Before I begin, I want to say something about what's happening in Ukraine. There is a very large Ukrainian population in North America, a community to which many of our customers and colleagues belong. Right now, they're very worried about the situation in Ukraine, and we share their concern. Later today, we're going to announce a donation of $ 200,000 in support of humanitarian relief, and we will be collecting donations across our branch network in Canada. War is always tragic, and we all hope that it will end as soon as possible. This morning, we announced an agreement to acquire First Horizon in a $13.4 billion all cash transaction. This is an exciting day for TD. Less than 20 years ago, we launched our U.S. retail banking strategy with the acquisition of Banknorth, followed by Commerce Bank and The South Financial Group a few years later. Since then, through a combination of organic and inorganic growth, we have built TD into a top 10 bank in the U.S. with a powerful personal and commercial banking franchise along the U.S. Eastern Seaboard and a nationwide presence in our specialty commercial auto finance and partnership credit card businesses. Today, we take another step forward in that growth journey, extending our banking platform into the fast-growing U.S. Southeast with the acquisition of First Horizon, a premier regional banking franchise with an experienced leadership team, a complementary business model and risk management framework, and strong cultural alignment with TD. This transaction is clearly aligned with the priorities we have outlined to you so often. It is strategically compelling. With its presence in some of the fastest-growing markets across the U.S., First Horizon's footprint gives us a powerful base in new geographies like Tennessee and Louisiana, as well as a foothold in Georgia and Texas, representing a natural expansion of our U.S. operations into adjacent markets in the Southeast, long an area of focus for us. It increases our scale and density in core markets like Florida and North Carolina, and it adds over 1 million customers to our retail banking platform and 100,000 clients to our commercial book. Overall, it's precisely the kind of transaction that we've been looking for and that we've executed so successfully in the past, broadening our platform and increasing the customer base across which we can deploy our model to drive stronger organic growth. It is financially attractive and upon integration, is expected to deliver 10%+ fully synergized adjusted EPS accretion and 10% fully synergized return on invested capital in fiscal 2023. It allows us to deploy our excess capital to accelerate long-term earnings growth in support of our stated strategic objectives, and we are confident it will provide us with an attractive return on our invested capital. We expect to be in a strong capital position at close with a CET1 ratio above 11%. Above all, in First Horizon, we are acquiring an organization that is well-aligned with TD's vision, purpose, and strategy, a locally rooted regional bank with a strong balance sheet and disciplined risk culture, an experienced leadership team with a growth mindset, and a values-based organization that shares TD's commitment to enriching the lives of our customers, colleagues, and communities. Transactions that are strategically compelling, financially attractive, fit within our risk appetite, and are culturally aligned are rare. We've been patient in waiting for the right opportunity, and in First Horizon, we have found it. This is a powerful combination that will deliver great results for TD, First Horizon, and our stakeholders. Please turn to slide four. For those of you who are less familiar with First Horizon, let me take the opportunity to introduce you to the franchise. I've known Bryan Jordan, First Horizon CEO, for over 10 years and have been very impressed by the business that he and his team have built. From their home base in Memphis, Tennessee, First Horizon serves 1.1 million personal and commercial customers in 12 states. They have a well-diversified business and balance sheet, with $75 billion in deposits and $55 billion in loans, with particular strength in commercial and specialty banking, which provides an opportunity for us to jointly invest and scale these businesses across our markets. As is true of TD, First Horizon's greatest asset is its people. Its bankers are experienced in-market relationship managers with extensive industry knowledge and deep product expertise to support a wide range of client needs. I'm confident that they will continue to make an impact when they join TD's own deep bench, and for that reason, we intend to retain all of First Horizon's client-facing bankers. I'm also delighted to announce that following the closing of the transaction, Bryan will be joining TD as Vice Chair, TD Bank Group, reporting to me, and will join our senior executive team. He will also be named to the Boards of TD's U.S. banking entities as a Director and Chair. He will continue to be based in Memphis. Bryan is on the line with us today and would like to share a few thoughts with you. Bryan, over to you. Thank you, Bharat. Good morning, everyone. I'm very proud of the franchise we've built here at First Horizon. We are committed to investing in our local markets and empowering our associates to deliver for our clients and our communities. We have long respected TD as a leader in U.S. banking and appreciate our complementary businesses and shared cultures of client service. We are thrilled to team up with TD and work together on an ambitious growth strategy. Since many are listening, I extend my thanks to the First Horizon team. They've delivered in so many ways for our clients, our communities, and for each other. As many of you know, we just completed a conversion related to our recent merger of equals. Our team delivered exceptionally well. Before I pass it back to my friend, Bharat, I will emphasize a point that you made earlier. First Horizon has deep roots in communities in which we operate. We are a market-centric organization, and our personal connections are our real strength. I'm also pleased to have found a partner in TD that shares these values, that believes that talent on the ground, close to all that we serve, is key to the future. I'm looking forward to seeing you later today here in Memphis with me, Bharat. With that, I'll pass it back to you. Thank you, Bryan. I, too, couldn't be more pleased to find a partner that shares our value of community engagement and client service. Yes, I will see you later on today, Bryan, in Memphis. Let's turn to slide five. The success of our expansion strategy in the U.S. has been based on choosing our opportunities carefully, ensuring we have meaningful density in our markets, and then leveraging our scale and legendary service and convenience model to outgrow the competition. The results are striking. Over the past five years, we have increased deposits 12% faster than the underlying market in our geographies, even as most of our peers have lost share. Today, nearly 80% of our deposits are in MSAs, where we have a top three position, compared with less than 50% for our peers. Please turn to slide six. Because of this strong track record, I'm confident that we will have the same success in the new geographies that First Horizon will bring us. It's TD's secret sauce. This slide shows market share statistics for the seven largest MSAs that TD entered between 2005 and 2010, including New York, Philadelphia, Boston, and Miami. In every case, we meaningfully outgrew our peers as customers responded to our model by entrusting us with more of their business. That's the powerful logic at the heart of this transaction, a scaled entry into some of the fastest-growing cities and regions in the U.S., where we can apply our model to outcompete and take share by delivering a best-in-class customer experience. I'll now turn it over to Leo to tell you more about how we're going to do that. Thank you very much, Bharat. I'm very excited to welcome Bryan and the rest of the First Horizon team to TD. We're really looking forward to working with you to drive accelerated growth across our combined U.S. businesses. If I could ask everyone to please turn to slide seven. As Bharat mentioned, First Horizon is a fantastic organization with strong positioning, an attractive customer base, and a high-performing team that shares a passion for legendary customer service. Its geographic footprint and product and service offerings are complementary to TD's and offer significant opportunities to scale our model across a larger platform and accelerate our organic growth. I'll start with First Horizon's geographic footprint. First Horizon has a network of 412 banking centers across 12 states. The overlap with TD's store network is minimal. Only 8% of the stores overlap within one mile and just 15% within three miles. In addition, First Horizon's banking centers are located in markets whose populations are projected to grow 50% faster than the U.S. national average, with some far exceeding that rate. Our track record of taking share, combined with the rapid growth expected in these markets, represents a compelling opportunity to expand our business in the years ahead. If I could ask everyone to turn to slide eight. First Horizon's platform provides us with three distinct opportunities to drive organic growth. First, we acquire a leadership position in Tennessee and Louisiana, new ground for TD. Nearly half of First Horizon's banking centers are concentrated in these two states, where we will have a top five position in Memphis, Nashville, New Orleans, and Lafayette. Second, we add scale and density in Florida and North Carolina. Another 37% of First Horizon's network is in these two states. The addition of First Horizon's banking centers supports our leadership position in these core markets and significantly increases our deposit share. In Florida, in particular, we will have a top 10 position in the 10 largest markets and top five in five of them, including Miami and Orlando. Third, we gain a presence in Atlanta, Georgia, completing our East Coast footprint, as well as a foothold in the rapidly growing Texas markets of Dallas and Houston, extending our commercial banking reach to three of the top MSAs in the country. Please turn to slide nine. Scale has never been more important in driving organic growth. Pro forma for this transaction, TD will become the sixth-largest bank in the U.S., with $614 billion in assets, $469 billion in deposits, 10.7 million customers, and 1,560 stores in a footprint spanning 22 states that is home to 123 million people and $4 trillion in capped deposits. As you know, stores are a core part of TD's omni-channel distribution strategy and one of the critical ways that we deliver our legendary service, convenience, and advice. That's why we plan to retain the First Horizon banking centers and all of their customer-facing retail employees post-closing. TD's success is also rooted in providing legendary, unexpectedly human customer experiences across our omni-channel distribution platform, including stores, smart ATMs, our phone channel, and our online mobile capabilities. Those retail capabilities and expertise represent a significant opportunity for us to deepen a relationship with First Horizon's 1 million-strong retail customer base, extending our cards, mortgage, wealth, and digital offerings to them, and delivering on our One TD promise. From products like Double Up, our industry-leading cash-back credit card, to our digital banking and wealth solutions, to our open banking capabilities, we look forward to serving First Horizon's existing customers with a broad array of products and capabilities and winning new ones as we accelerate our network expansion in higher growth geographies. Please turn to slide 10. First Horizon also provides us with meaningful opportunities to scale our commercial business. Our community banking model is built around bankers who are based in their communities with deep local knowledge and specialized industry expertise. That is also a First Horizon model. Their high-quality loan book and experienced bankers will add immediate scale to our commercial portfolio and expand our capabilities in industry verticals we're keen to grow, like asset-based lending and mortgage warehousing. With the addition of seven new MSAs to our current 12 markets, we are laying the foundation for a fully national commercial banking franchise. In turn, we believe that our complementary capabilities will deliver more for customers across the business banking spectrum. TD is a leader in small business banking, ranked number one for SBA loans in our Maine to Florida footprint for six years running, and we're excited to leverage our small business expertise in First Horizon's fast-growing markets. We're excited to add scale and distribution to TD Securities' fixed income sales and trading business through the addition of First Horizon, while extending TD Securities' specialized capital markets services to large corporate and specialty banking customers backed by the power of TD's strong balance sheet and credit rating. Overall, this is an exciting opportunity to generate growth across our combined footprint. We are confident that together with the First Horizon team, we will deliver highly competitive products and services to our customers and clients and accelerate our growth strategies. Now, let me turn it over to Kelvin to walk you through the financial aspects of the transaction. Thank you, Leo. I'll begin my comments on slide 11, which summarizes the key financial highlights. The $13.4 billion all-cash purchase price equates to 9.8x our estimate of fully synergized fiscal 2023 earnings and 2.1x estimated tangible book value at close. You're very familiar with our priorities for capital deployment, funding organic growth, taking advantage of inorganic opportunities to build our franchise by strengthening our footprint, growing the asset side of our balance sheet, and filling in capability gaps. Then, if we still have excess capital, returning it to shareholders. We believe this deal is attractive financially and a strategically compelling use of our excess capital. We evaluated the return profile of the transaction in several ways. First and foremost, we are expecting to realize a 10% return on invested capital on a fully synergized basis in fiscal 2023, well in excess of our cost of capital. Additionally, we expect adjusted earnings per share accretion of over 10% on a fully synergized basis in fiscal 2023 relative to consensus estimates, the support for which you can find in the appendix. This transaction accelerates our growth, improves our strategic and competitive position, and bolsters our ability to create long-term value for shareholders. Finally, and importantly, we expect to remain well capitalized pro forma for this transaction with over 11% Common Equity Tier 1 capital at its close. Turning to slide 12, I'll provide a summary of the key details of the transaction. As stated previously, the purchase price of $25 per share beginning nine months from today. If the transaction hasn't yet closed, the purchase price will increase by $0.65 per share on an annualized basis through to the date of closing. TD is deeply committed to First Horizon's associates, customers, and communities. To enhance First Horizon's franchise and retain a strong team, concurrent with the announcement, TD has agreed to invest $494 million in First Horizon in the form of non-voting convertible preferred stock, a portion of which will be used to fund retention incentives for its associates. Bharat will elaborate on this more in a minute. As I mentioned on the prior slide, the transaction is fully funded with TD's excess capital, and our CET1 ratio is expected to remain above 11% at closing. In connection with the announcement of the transaction, the automatic share purchase plan under the NCIB has automatically terminated. Cost synergies are estimated to be approximately $610 million pre-tax, equal to 33% of First Horizon's standalone 2023 cash non-interest expenses. We expect to realize 45% in fiscal 2024 and 100% in fiscal 2025. Merger and integration costs are estimated to be $1.3 billion pre-tax. We estimate $880 million gross credit mark, or 1.6% of First Horizon's gross loans. We expect $792 million, or 90% of the gross credit mark will be allocated to performing loans. Finally, the transaction has been approved by the TD and First Horizon Board of Directors, which is subject to First Horizon shareholder approval. We anticipate closing the transaction in the first quarter of fiscal 2023, subject to customary regulatory approvals. With that, I will turn the call back over to Bharat. Thank you, Kelvin. Please turn to slide 13. As Kelvin said, our investment in First Horizon's franchise begins today. The engine driving its success is its employees and its culture, and we are committed to investing in both. Today, we agreed to invest $494 million to enhance First Horizon's franchise, including $150 million to support the retention of First Horizon's associates. This investment was made through newly issued First Horizon convertible preferred stock, which upon closing at $25 per share, represents 3.6% ownership of First Horizon. At closing, the convertible stock will be retired while the new grants of First Horizon restricted stock will roll into TD restricted stock. This investment reflects our commitment to grow the First Horizon franchise and retain its talented people, whom we believe will be significant contributors to our future combined success. That partnership begins today, and we look forward to welcoming First Horizon's employees to the TD team. Please turn to slide 14. At TD, we've always believed that we've been able to win more customers because we have the best people. We also know we are only as strong as the communities in which we operate. That philosophy is embedded in our strategy and expressed in our purpose, which is to enrich the lives of our customers, colleagues, and communities. First Horizon shares a similar philosophy and has been recognized for its strong commitment to diversity and inclusion and its support of its local communities. Today, we are proud to announce that $40 million will be contributed to First Horizon Foundation upon closing. We look forward to carrying on First Horizon's legacy of community support as a reflection of TD's own deep commitment to the communities we serve. Please turn to slide 15. Before I turn the call over to take your questions, I want to reiterate a few points I made at the beginning of today's presentation. This acquisition accelerates our growth strategy by extending our retail and commercial banking footprint into some of the fastest-growing markets in the U.S. Southeast. The deal is financially attractive, and we're excited about being able to use our excess capital to invest in a business so well-aligned with our strategic priorities. Finally, we're looking forward to working with the First Horizon team, whose culture, risk appetite, and passion for customer service match TD's vision and purpose-driven strategy. I will now open the call up to take your questions. Operator, if we can start the Q&A session. Thank you. We'll now take questions from the telephone lines. If you have a question and you're using a speakerphone, please lift your handset before making your selection. If you have a question, please press star one on your device's keypad. If at any time you wish to cancel the question, please press star two. Please press star one at this time if you have a question. There will be a brief pause while participants register. Thank you for your patience. The first question is from Doug Young from Desjardins Capital Markets. Please go ahead. Hi. Good morning. I guess acceleration of the organic growth was mentioned, you know, numerous times in the discussion, and so I wanted to get a better sense of, you know, what are, let's say, the top five opportunities. I don't know, Bryan, if you could talk a bit about just First Horizon's history of driving organic growth. Has there been a history there? Then maybe tying this back, is there any revenue synergies baked into the expectations? Doug, you know, great question. Thank you. Nice to hear your voice. I'd say, you know, of course, First Horizon has consistently shown, you know, organic growth as well. It has been very good at acquiring as well, as you have heard that, you know, they just completed a merger of equals with IBERIABANK, which has gone extremely well. We're really looking forward to leveraging the scale that we will acquire with this transaction. With respect to your question on revenue synergies, we have not included any revenue synergies, you know, in our modeling. Of course, we expect, you know, to extract, you know, meaningful revenue synergies. In typical TD style, we thought it's okay to start, you know, our operations by being more conservative. We're really looking forward to expanding in this footprint and really looking forward to completing this transaction. Bharat, can you talk a bit about what you think the biggest opportunities are? Like, I get the points you made, but, like, is there, you know, a particular area that you think is really ripe here in terms of organic growth? Yeah. First, let's start with the footprint itself. I think Leo mentioned the growth potential of the footprint, and the population growth expected out of the First Horizon footprint is meaningfully higher than the U.S. national average. Secondly, the markets we are entering, which are adjacent markets to us, are very attractive. You heard Leo talk about, you know, entering Atlanta, entering Houston and Dallas, as well as densifying our position in Florida and the Carolinas. And then, of course, there's the, you know, attractiveness of Tennessee. And of course, the bank, First Horizon, is very large in Louisiana as well. When I take just the population growth, the growth potential in this market is terrific. We've heard, and you probably have already seen, you know, the First Horizon team have built a fantastic business. You know, the commercial banking platform is second to none. Of course, you have TD's retail, the wow factor and all that. When you put this all together, you know, we're very excited as to what it does, for the combined organization. There are lots of opportunities here, Doug. It's population growth, just, you know, growth in our businesses. Of course, we can bring some of the other products and services, that TD is famous for. Okay. Just second, Kelvin, like, in terms of, cost synergies, can you talk a bit about, you know, where you're going to extract those from? If you can provide some details, that would be helpful. Well, let me just do an overall comment on that. You know, you heard, you know, I said it, Leo said it as well. You know, this is an expansion for TD. You know, we are planning to retain all our front-facing front office banking associates. That's important to us as we expand. Of course, with the scale that we create here, there will be opportunities for synergies. You know, the models have moved where there's a huge amount of expense at the center of all these organizations, including ourselves. Of course, having the scale that now will encompass, you know, 10.7 million customers, 22 states, we see lots of opportunities on the normal areas you would see that are centrally run in the bank. Yeah, sure. Yeah, add on to that, Kelvin. As Bharat said, you know, over the last five, seven years, you see a larger portion of the cost of the overall bank migrate to the center away from the branch network because of the significant investment that is required in technology. We do expect, you know, large synergies coming from technology conversion. You know, why have two platforms when you can have one? It's not just synergy in terms of expense saving. You could then take that savings and reinvest in a best-in-class platform. We look forward to converting their retail core platform, their commercial banking platform as well, such as nCino. We have the same vendor, we would bringing that to our cloud instance. All operational efficiencies would be an example. Also, corporate real estate. We don't plan to close any branches or banking centers, but we could get synergies from corporate real estate. There's also vendor savings as well. We can bring the entire purchasing power of TD on a North American global basis. Now, a lot of the vendors are similar to the ones that we use, and so we look forward to working with them closely on that one as well. Just to clarify, can you give a kind of a breakdown of what that would look like? Is technology 50% or 80%? Any way to give some context to that? I would say technology is a meaningful part and would be the biggest synergies that you would see. Okay. Thank you. Thank you. The next question is from Ebrahim Poonawala from Bank of America. Please go ahead. Good morning. Congratulations, Bharat. After all these years, you acquired something in the Southeast, and congratulations, Bryan. I guess just going back to the talent retention means this deal makes strategic financial sense. From a talent retention, it's interesting, the $449.4 million investment you're making, Bharat. If you can give us some more visibility around how long are these contracts gonna run? How long are you gonna retain talent? Because coming into today's announcement, as you mentioned, First Horizon and IBERIABANK went through an MOE, so talent retention was already on minds of investors of First Horizon. Would love a little bit more color around how you are thinking about retaining the talent that you're bringing on from First Horizon, and how long would these contracts run for as you think about closing the transaction? Good morning to you, Ebrahim, as well. Yes, it is, you know, we've been talking about expanding in the Southeast for a few years, and like I said, you know, we are a patient bank and always looking for the right opportunity, and I feel this is the right opportunity for TD. The markets we are entering, the adjacency of these markets and above all, the talented team that'll be joining TD upon closing of this transaction. You know, we've structured this, you know, obviously Bryan Jordan and his team have been very much part of our discussions here as to what makes sense. Suffice it to say that these programs put in place are, you know, longish in term, quite, customary for transactions of this nature. They will go, you know, a few years after the closing date, so that's a good thing. We feel very comfortable that the programs will retain the talent, which is absolutely key to making this successful going forward. You know, I'd say this is, you know, the cultures are aligned, it's financially very attractive, and most importantly, strategically aligned to TD's priorities. That's what I would, you know, provide by background as to how that works. That's why, you know, it was important to make this investment upfront. You know, as you know, in this space, you know, we are a people business, particularly at TD, and retaining the talent was a top priority, and this structure allows us to do that. That makes sense. Just one follow-up. I think clearly there's a lot of sensitivity around regulatory approval process for M&A in the U.S. Just wanted some color around the part about the $0.65 per share increase in the price after nine months. Do the nine months begin today? If you can provide any color, like, just in terms of your comfort level on getting deal closing done within that timeline. You know, we've at TD prided ourselves in having excellent, you know, regulatory relationships. We've done quite a few transactions, are familiar with what the regulatory requirements are, and this is consistent with our thinking. So we will follow the customary regulatory requirements, you know, that that you would expect us to do. You know, the structure here, there have been, you know, instances where where some deals have been slightly delayed, so this does compensate, you know, the the First Horizon shareholders that should there be a delay of that nature. But our expectation is that this will, you know, close in the first quarter of fiscal 2023, TD's first quarter, which is by January 31st of 2023. So our expectation is that this will get approved and close around the nine-month mark. Maybe I can- Bharat- I can add just a little bit on the math, Ebrahim. It's Kelvin. Yes, it starts today, and the math would work like if it closes 12 months from now, that would be three months after nine months. The $ 0.65 per annum is about $ 0.054 per month. You're adding $ 0.162 per share to the price. Got it. Just one last, if I may, Bharat. I know you mentioned you've not accounted for revenue synergies, but First Horizon had a pretty seasoned capital markets business. Just any thoughts around how that business integrates with your capital markets business, which you've been growing in the U.S. dollar deposit business? Would love any perspective there. Yeah. Very, very good question, Ebrahim. Yeah, we are very excited about that. You know, it extends, you know, what we do at TD Securities and, you know, we think we can, you know, between the two organizations, find ways to grow that business even faster with TD's credit rating and balance sheet strength. You know, we should be able to do that. But I'm looking forward to our teams, you know, to deliver and ensure that part of our business that we will acquire continues to be a growth area for the bank. Got it. Thanks for taking my questions. Thank you. Thank you. The next question is from Gabriel Dechaine from National Bank Financial. Please go ahead. Good morning, and yeah, congratulations on the deal. Can you give me a timeline for synergies just firstly? Like, how much of those synergies do you expect in 2023? I see the 2024 and 2025 completion date. Yeah. Hi, it's Kelvin here. We've had that in our slide 12. Oh. The total synergies is $610 million, pre-tax. Mm-hmm. We're projecting to have 45% of that realized in 2024, and then 100% realized by 2025. Yeah, 2023, though, I'm just asking about that. Are there any synergies in 2023? It's not significant. Now more broadly, I actually wanna talk about the historical acquisition there or merger of equals between First Horizon and IBERIABANK. You know, from what little I know of that situation, it sounds like integration costs, you know, ramped up faster than expected. You know, I'm wondering maybe why that was the case. Then the bank also, you know, to offset that, they tripled the amount of branches they had to close, you know, generate more cost savings, I guess. From 25 to 75, something like that. I'm just trying to contrast that to a message we're getting today that you're not gonna be closing any branches in this situation. Gabe, this is Bharat. You know, any kind of integrations that there's some uncertainty related to it. Mm-hmm. Best way, I'd refer you to the statements made by First Horizon, where you would get an accurate assessment of what exactly happened. Let's not underestimate the impact of COVID. You know, the integration was delayed, rightly so because of COVID. Overall, you know, I've known Bryan for many years. You know, his business model is very clear, you know, when he does an acquisition, it is for growth purposes and, you know, that's what this IBERIABANK is all about as well. Overall, very happy that, as you heard Bryan say, in his comments, that the integration has gone very well, and we are happy that it has, and the customers are now benefiting from the combined entities, you know, additional functionalities that are available to them. We are looking forward to adding, you know, TD's functionalities to that customer base as well. You know, from our perspective, this makes a lot of sense and you know, what First Horizon has done makes a lot of sense as well. Okay. Did you take into consideration some of the additional costs, like, you know, given the experience they had, you kind of have to reflect some of that additional conservatism in your integration cost forecast? Gabe, you know how TD operates. You know, we're very comfortable with the numbers we provided. I know how you operate, and it's sometimes hard to get an answer, though. That's my- You want my answers in decimal points, you know what I mean? Well, not decimals, but like. Kelvin shared with you $610 million in synergies. We gave you a timeline. Yeah. As to when we expect to deliver. You know, given how we do these integrations and all that, feel very comfortable with those numbers. Particularly, you know, there is urgency, as you've heard, you know, on the commercial side. Mm-hmm. You know, the platforms are similar between the two organizations. The retail side, of course, you know, we'll be working with the respective teams to make sure we're doing the right thing. Of course, you know, there is there is some uncertainty here, but we feel very comfortable with the numbers we put forward. Yeah, just a last one. Bharat? Bharat? Yeah? I'm sorry, Gabriel. This is Bryan. I wanna make sure that you understand the First Horizon- IBERIABANK integration. The big driver in the increase in one-time costs was Hurricane Ida hit New Orleans immediately before our planned integration event in October, so we pushed that back to President's Day weekend. That integration went very well. We've finished that up and feel very good about the integration process. On the cost savings side, we initially announced $170 million of cost savings. We increased that about six to eight months later to $200 million of annualized cost savings. That was really reflective of our view that we could further consolidate the branch network and achieve some additional savings. The cost savings and the one-time costs, I think, were separate and distinct. The hurricane drove a significantly higher cost associated with the integration due to time. We actually, through the branch consolidation, delivered more or will deliver more cost savings than had originally been anticipated. Thanks for the clarification, Bryan. That's terrific. Okay. Thank you. Thank you. The next question is from Meny Grauman from Scotiabank. Please go ahead. Hi, good morning. Bharat, are there any products or loan books at First Horizon that TD is less comfortable with that you would think you would scale down post-acquisition? No, we are quite comfortable with the types of businesses that First Horizon is in. These are, you know, very good businesses. They've been proven over a long period of time. Some businesses are similar to what TD is in as well. You know, we'll be looking to take advantage of the opportunities a bigger base and a more scaled operation would provide. Generally speaking, you know, no, I can't think of any specific areas that, you know, we'll be actively looking to scale down. You highlighted the mortgage warehousing business. What's the attraction there? What's interesting there? It seems like that's not a business that TD has been in. Why haven't you been in it before? What capabilities does this transaction provide in that specific vertical? To some extent, TD has been in it. We haven't been talking a lot about it. You know, we've had some very good clients in that business, feel very comfortable with it. For First Horizon, it is one of their larger businesses, and therefore there is more commentary on that. Feel very comfortable as to how the combined businesses would operate going forward, Meny. Just finally, a little bit of a bigger picture question, just in terms of, you've had big management changes at the senior ranks, including the head of the U.S. What gives you confidence that the team is ready now for a deal of this size? We've got a great team, a deep bench, you know, happy to have Leo down there and the rest of the team. This is a proven team that continues to deliver for all of our stakeholders, including our shareholders. Feel very comfortable and very confident that going forward the team will continue to deliver, as we have previously. Thanks so much. Thank you. The next question is from Paul Holden from CIBC. Please go ahead. Thank you. Good morning. A couple smaller questions for you and then a big picture one to end. Just in terms of the smaller ones, does your EPS accretion include the amortization of the credit mark on transaction close? The answer is yes. It's Kelvin. Okay, thank you. The second one, in terms of the cost synergies, you say they're equal to 33% of First Horizon's non-interest expenses. Do you have comparable figures from past TD acquisitions that we can compare that to? Not here. They're different businesses, and we're quite comfortable with the plan that we have. In terms of my bigger picture question, you've been emphasizing the commercial loan capabilities of First Horizon. I think there was a comment in the prepared remarks around this transaction moving you towards a national commercial offering. Interested to hear more about that opportunity long term and, you know, how long it might take to be able to get to more of a national footprint and what would be required to get there on the commercial side. Paul, good morning. This is Leo. Probably one of the most exciting things about the transaction is that this brings together two very strong commercial banks, and in many ways, with complementary capabilities in some of the specialty verticals. You know, we talked about, you know, mortgage warehousing. Certainly we talked about, you know, other product lines where First Horizon's got real capabilities. We've got others. You bring those together, and obviously, I think we've got a very complementary base. The First Horizon footprint would add an additional seven major commercial banking centers to our existing 12, which starts laying the foundation for a much broader coverage model going forward. If you then combine the fact that we already operate nationally in a number of our business lines, like healthcare, like some of our government and muni business, in many ways, this is a journey we've been on to build more national commercial banking capabilities, and I think this is an accelerant to be able to do that. We'll certainly lean into this. I think the one thing that I would emphasize is together these two businesses will form a very significant commercial banking competitor, not only in our existing footprints, but increasingly across the country. Paul, just to add, you know, yes, we talk about, you know, First Horizon being a terrific commercial bank, but they're a terrific retail bank as well. You know, very excited about that. You know, I was just distracted. Somebody who took me aside a bit, but in case if Leo didn't mention it, you know, we already have some national businesses, and this allows us to increase those verticals, even more. So this is in keeping with what TD has been doing for the last few years. All right. Thank you for that. Paul, maybe just one last follow-up. I think the other two, when you think about commercial banking, the other two plays I mentioned in my earlier comments, the small business extension play. We think that's another, you know, point of synergy that we could bring to bear as part of the transaction. Obviously, leveraging TD Securities capital markets expertise and capabilities to serve mid-market clients at First Horizon, another point of synergy. I think the commercial banking narrative is quite exciting. Actually, that's a great point, Leo and Paul. This, we keep on adding to the answer here. This TD Securities capabilities, particularly as we've talked previously on the Maine to Florida footprint, we've said a lot of our clients have capital markets needs, and they used to go to other providers because we were building that capability, and frankly, having the credibility built as well. And that is going quite well, and we think we can deploy that in the combined organization as well. That is another growth opportunity. It's a great point, Leo, you're bringing forward. That's it for me. Thank you. Thank you. The next question is from Scott Chan from Canaccord Genuity. Please go ahead. Good morning. Just maybe a clarification question to start. You talked about not closing any client-facing branches. I think there was a commentary that you weren't gonna close any First Horizon or TD branches at the start, and I just wanted to kind of confirm those statements. Scott, this is Leo. That's right. When you look at their footprint, the overlap is minimal. In fact, the bulk of the overlap is in the state of Florida, and the state of Florida is a priority market for us. With this transaction, we'd end up being, we would have the top five position in both Miami and Orlando, and we'd like to continue to grow organically in that marketplace. From a front-facing branch perspective, we will certainly retain the branch network. In terms of retaining both the retail and commercial bankers across the group, we think that's the heart and soul, you know, of the First Horizon franchise. We will continue not only to retain the existing teams, but as part of our organic growth strategies, we would be looking to add selectively to some of those key high-growth footprints, you know, across the Southeast. Strong commitment to both First Horizon's existing branch network as well as their front-facing teams. Great. Then maybe if I can go back to Bryan, just on the FHN, IBERIABANK merger of equals. Like at the time of the transaction, what did First Horizon, you know, do well or IBERIABANK specialize in? And what was the rationale? Was it more scale? You know, do the cost synergies, like any just perspective, or education on that transaction would be helpful. Yeah, sure, Scott. Happy to. The IBERIABANK and First Horizon was a true merger of equals. It was an at-market transaction. We put the two organizations together, announced it in November 2019. As Bharat mentioned earlier, we integrated the two companies during the COVID period. What I think we have done very well are some of the things that Bharat and Leo have described this morning. We've got a strong community orientation. We have a strong commercial banking franchise, and we have a decision-making process that allows us to be very close to our customers and communities and use a bigger balance sheet. What we were able to achieve was efficiency through leveraging scale. You've heard some of those in Kelvin's comments and Bharat's comments this morning. We were able to leverage scale and technology in our purchasing, et cetera. What we think that we did in that merger is take a footprint and expand it across a 12-state franchise that has very great growth dynamics. We have the opportunity in that franchise. Now TD has the opportunity in that franchise to expand in some very nice growth markets, Houston, Dallas, Atlanta, Charlotte, Durham, Raleigh, Chapel Hill, Orlando, Miami. We created a footprint with high growth. As I mentioned earlier, we just integrated the companies just recently, and I feel very well-positioned to start to accelerate that growth even in this period where we work through the regulatory approval process. Great. Lastly, Bryan, if I look at your leverage to rising interest rates, you know, towards your NII, it seems very high, but below TD, but above U.S. peers. Is that a fair comment? Yes, we are sensitive to rising rates. We have a fair amount of asset sensitivity tied to the short end of the yield curve. We have a very high proportion of floating rate assets. Yes, we're positioned for rising rates, and that ought to be a tide that lifts our profitability throughout this year and into next year. Great. Thank you very much. You're very welcome. Thank you. The next question is from John Aiken from Barclays. Please go ahead. Good morning. Don't know if Kelvin or Leo want to answer this, but just wanted to clarify, is the intention to bring First Horizon systems onto TD's platforms? I mean, I know there's going to be some specific cases where it's here and there, but in general, is that what the plan is? Yeah. I mean, you know, we'll, through these integrations, you know, we said we want to make sure we do the best for the combined organizations. I mean, generally, you know, on the commercial platforms, it's similar platforms. It's the same provider that both banks use, so I know that's an easy part. Retail, the teams will get together what components make sense to retain, what components make sense to replace, and what components make sense to integrate into one. So that work will start in earnest, you know, it's starting now. Overall, you know, based on the due diligence done, we feel very comfortable that the platform decisions would be optimal going forward. Thanks, Bharat. Is there any sense of incremental integration risk given the fact that, you know, you're doing this right when First Horizon is still proceeding through the merger of equals? Yeah. Well, you know, firstly, their integration has gone well. I think from a people perspective and all that, they started this, you know, earlier on. You know, we feel very comfortable, you know, based on... I've known Bryan for more than 10 years. I know exactly how he operates. He's a pro at bringing, you know, acquiring banks and putting them together. And this one is no different. We feel very comfortable as to, you know, how this has worked out to date, and feel that with the experience of the First Horizon team as well as the TD team that combined, you know, we can build a great organization. Thanks, Bharat. I apologize if I missed it, but the $494 million in preferreds that are being issued, I know the $150 million is being earmarked for employee retention. Is the extra $350 million earmarked for anything in particular? If not, why was this necessary for the transaction or the injection of capital? Well, it's to build out the franchise. You know, it's important, John, that you know, through this period that First Horizon continues to build a franchise. The stronger the franchise is, better off we are. That's been the logic and feel very comfortable as to the plans First Horizon has in continuing to build their franchise. Thanks, Bharat. Congratulations on the announcement. Thank you, John. Thank you. The next question is from Lemar Persaud from Cormark Securities. Please go ahead. Thanks. I just want to come back to the branch discussion and taking a different look at it here. In 2021, TD rationalized some of its branch footprint in the U.S. Then throughout the pandemic, we saw the acceleration of digital across the whole industry. With this deal, you're now adding a significant number of branches in states where TD already has a significant presence in, yet is not shutting down any branches. Help me reconcile these two different thoughts. Well, I'll pass it on to Leo for a minute. But just to give you an overall view, you know, optimization of our network is an ongoing exercise. What we did last year was nothing to do with any merger or any acquisition. It is a question of, in certain geographies, you know, population move, you know, density decreases. Then, as you know, at TD, we did optimize some of those locations, but we opened new ones as well in certain markets. That's an ongoing exercise, you know, in any good bank, I would say. That's what they do for a living. I think here what we are saying is that this is all about growth. This is all about extending. This is all about de-densifying in the markets we are in. That's why, you know, Leo said it, that, you know, one of the key things we're gonna do here is to retain the frontline folks, both in retail and commercial, because that is a core part of what we are buying here and a very important part. Leo, if you want to provide more color on that. No, Bharat, I think you said it well. The store optimization process is really ongoing. We look to try to optimize our footprint and to the extent that we can densify in a certain marketplace to then be able to fund de novo growth in higher growth markets, we will certainly do that. We'll do that as an ongoing process. But I want to come back to the central point here. The footprint that we're inheriting in some of the fastest-growing parts of the country and in markets where First Horizon already has a significant leadership position and the ability to press our advantage and potentially bring greater digital capabilities to bear using some of our retail product capabilities, I think that's a very exciting proposition. I do want to stress, though, we talk about branches and stores a great deal on this call, but the reality is we're very focused on building out the digital complement, the omni-channel capabilities, so that we can go to market with a fulsome core retail offering, and that's certainly something that we'll continue to lean into. Okay, great. My next question is, well, you guys talked about a relationship between the two companies. Was it a competitive bidding process or just a relationship that just manifested itself into a deal over time? I've known my friend Bryan for 10 years. You know, we get along, we like each other's companies as to what we do, and it's terrific to bring our organizations together. I leave it at that, Lemar. No need to get into, you know, how one got to where we did. Okay. Thanks for the time. Thank you. Thank you. The next question is from Nigel D'Souza from Veritas Investment Research. Please go ahead. Thank you. Good morning. I wanted to go back to your guidance on expected cost synergies. If I heard correctly, I think you mentioned you don't expect material synergies to be realized in 2023. When I look at your guidance here on slide 12, it looks like to realize the entire synergies if we assume it's by the end of 2025, that's about 3.5 years for full realization. Just trying to get a sense of, you know, given that it seems like these are centralized costs, why the long, I guess, timeline here? What are the hurdles for more accelerated realization of these cost synergies? Yeah. It's Kelvin here. Let me just clarify. When we say the 100% is realized in 2025, that means that our integration effort is concluded by the end of 2024. All of the synergies that you see, the whole $610 million of run rate, you would see that flowing through in 2025. There are synergies being created in 2023. You don't see as much of that in 2023 because it would be partial year, and 45% of that you would see that occurring in 2024. Nigel, the only thing that I would add to that is that there are certain platforms in certain areas where integration is easier, and we'll be able to realize that in a shorter window. Think of the wealth platforms, think of some of the cards platforms, where we'll be able to be moving that along. I think when we talk about the fully realized synergies, obviously the core platforms become the sort of long pole in that discussion. Okay. That's useful. When I look at the 45% synergies for 2024, you mentioned a portion that's realized in 2023. You know, when I look at slide 17, can you give us any sense of what portion is realized? The reason I ask that is because it impacts what your EPS accretion estimate would be for 2023. Yeah. Let me just clarify this. That's slide 17. This is using the 2023 consensus, but then looking at the fully synergized basis. Basically assuming that all of the savings from 25 are flowing through the P&L in 2023, just to give you an outline of what the P&L would look like. Correct. You don't expect to realize all of it, right? Do you have any guidance on the expected realization, accretion that you expect in 2023? It would not be significant in 2023. Okay. Maybe I'll follow up offline. Thank you. Thank you. The next question is from Sohrab Movahedi from BMO Capital Markets. Please go ahead. Yeah. Thank you. Maybe I'll start with Kelvin. Kelvin, just on that slide 17, you've also included an estimate for First Horizon in 2023. Does that include the cost associated with the pref that they're issuing to you? Like so including in that P&L, you have financing costs of the transaction. That would include anything that is allocated to that deal. Which line would that be in? In the other after-tax adjustments. Okay. I'm gonna have to challenge you again on the cost savings. Everything I've seen with those types of cost reductions in the U.S. banking, regional banking space has typically almost unilaterally involved kind of branch overlap and reductions of those types of overlap as a cost synergy kind of driver. You're gonna have to detail out a bit more where this 33% is coming from, please. Well, let me start before Kelvin gives you know, more color on that. Sohrab, you know, I think we said this, and we've experienced it ourselves. You know, over the past few years or ten years or so, lot of cost increases in banking have gone to the center, you know, centralized sort of functions like technology, like, you know, regulatory management, like compliance, like risk management. I mean, that's just been the reality of the business. This is where the opportunity is for us to consolidate. Because, you know, you move towards one platform, you know, you have a team that can now take advantage of the scale that you've created. That's been our experience, and I think a lot of the other mergers that have occurred, that that's what they've been able to extract. You know, it's consistent with how the model has evolved. This is a scale business, you know, and scale matters. This First Horizon acquisition gives us that scale to be able to extract that advantage. Kelvin, if you wanna provide more color to it. Yeah. Thanks, Bharat. I agree. I mean, so as I've mentioned earlier, you know, big components would be technology, vendor, real estate, but there's also operational back office synergies. We have also corporate administrative expenses as well. We have scale, and we can absorb a lot of that work without the need to add capacity. And I would say, like Bharat said, over time, you know, I would say many years ago, the branch network makes up a much bigger part of the total expenses of the bank. As you see over time, we need to invest in a lot of the other banks, invest more and more into technology, into digital, and that's where we could get a lot of synergies from. Kelvin, can you comment on how much you've spent on digital maybe last year versus how much First Horizon has? No. That's something that it's important for us to spend, but we look at that as part of the overall envelope of growing the bank. What I would add, Sohrab, on that is that and we've talked about this at TD, you know, over the recent past, we've been able to take advantage of our North American scale. We've been able to, you know, build up platforms that can work both sides of the border. Easy Apply comes to mind. Easy Apply is our platform to open new accounts. That just gives you one example that with this acquisition, that scale just became larger. Those are the advantages you have of a much larger, you know, footprint as well as number of clients we serve. Okay, maybe one last question, Bharat, for you. I think it's coming through very loud and clear that this was an acquisition for scale. It doesn't sound like you're picking up any new capabilities, for example, or maybe adjacent markets to your existing Southeast, I suppose, footprint. Is it fair to say that aside from adding scale to your U.S. operations, it doesn't, it's strategically neutral to the bank? Well, absolutely not. You know, scale is critical. We've talked about that our business of banking is a scale business, and you need the scale. Particularly, you know, over the past 10 years or so, that has been reinforced with the type of regulatory requirements, with the type of, you know, digital offerings that you need to effectively compete. But as you heard from us, you know, by myself, Leo talked about it, the importance of the adjacent markets. You know, we are entering markets that are some of the most attractive in the United States. These are adjacent to TD's footprint already. We've been talking for many years as to how important that is to us, why the Southeast is more important to us. With this, we also get, you know, parts of Texas, parts of, you know, Atlanta, which is terrific markets in which we can deploy proven TD capabilities of organically growing this franchise. So, you know, that's a big part of of this transaction as well. Finally, the fantastic talent we are acquiring. This is a people business, you know, and Bryan has done a fantastic job of not assembling a great team, but has proven what he can do in his market. You know, I mean, overall, I think it'd be, you know, not an accurate statement that this is purely for scale and not, you know, driving TD's strategic priorities. Absolutely, it does. Bharat, not to be a pain about it, if we look at three, four years from now, hopefully this has been successful integration as advertised, you're still primarily a deposit-taking, loan-making bank. You haven't enhanced the wealth franchise, you haven't enhanced the fee-generating franchise of the bank. Is that- Let- Is that an unfair statement? Well, I think so. But let me pass it on to Leo. He's our wealth guru, so he can talk about, you know, other opportunities as well. Sohrab, maybe just to dig in a little deeper because I think if you look at a number of areas while the two businesses are very similar, in fact, one of the things we were drawn to this you know to this organization is the fact that they run a regional president model, retail, wealth, commercial, all reports into one organization. That's a very similar framework to the one that we operate. There were a lot of similarities in terms of the business model, which obviously were very attractive to us in terms of integration simplicity. I would say there are capabilities that First Horizon brings that are very attractive to us that we intend to not only leverage, but actually invest and grow. We talked about mortgage warehousing just as an example. The reality is, First Horizon's built counterparty relationships with 300 mortgage companies around the country. They're originating a significant amount of both conforming as well as jumbo mortgages, which will not only allow us to build our commercial banking capabilities, but also be able to source attractive jumbo mortgages for our mortgage company, just as one example, to do that at scale. Likewise, I think the question around the fixed income trading business came up. Today, First Horizon actually does fixed income trading with over 3,000 banks, typically with less than $100 billion in assets across the country. That retail distribution extension is complementary to what Riaz does today in our core business. In the wealth space, this would double our combined wealth footprint. I would argue that some of the work that First Horizon has done in terms of you know, marrying their commercial banking and wealth advisors together in a single go-to-market framework is, in fact, a leverageable asset that we, you know, we intend to build on. I'm just giving you a series of examples, but I do think that there is leverage here. Clearly, the distribution storyline is the dominant opportunity piece, but there is capability as part of the First Horizon model that we will fully leverage. Congratulations on getting it done. We'll have to follow on this, Leo, afterwards. Thank you. Great. Thanks, Sohrab. Great. Thank you, Sohrab. Thank you. The next question is from Darko Mihelic from RBC Capital Markets. Please go ahead, sir. Hi. Thank you. Good morning. Just a few questions for Kelvin to help my model. I see U.S. $64 billion of risk-weighted assets. Is that a fair number to use with some sort of growth number on there, or are there any adjustments for the RWAs that I should be thinking of? We don't have any significant adjustments to RWA in our model. Okay. Thank you. And similarly along the same vein, when I pump that into the model, I do kinda get relatively low Tier 1 and total capital ratios. I'm just wondering what your assumption is around that and if those costs are built into page 17. Yeah. If you look at just RWA in terms of the acquisition, the goodwill and intangibles make up about $7.7 billion. If you add that to their RWA, that gets us to about $15 billion of investor capital. That translated to U.S. dollars, about $19 billion of fixed capital usage. Okay. I'm gonna come back to you on that. Second question is, what is the purpose of the February 27 termination clause? Well, let's get back to you here on that one, Darko. Okay. I'm just curious because it would seem to sort of imply that if the deal doesn't close, you'd have to renegotiate the price. Would that be fair? Sorry, which one are you talking about? Because I couldn't hear you properly. I thought you were going to one of those technical things with Kelvin. Ask the question again. Okay. What I'm referring to is, in your press release, you suggest that if the deal doesn't close by February 27, 2023, it will be terminated. I'm just wondering what the purpose of that clause is. Well, in all these deals, they have a customary termination date, unless, you know, agreed to be extended by both parties. This one goes nine months, and I think it's another six months. It goes 12 months, and it goes another three months. It's 15 months. After 12 months, both parties have to agree, or one party has to agree to extend it. Then at 15 months, you know, if you want to extend it further, both parties have to agree. These are customary terms. Nothing unusual there, Darko. I mean, it's just interesting because given the size of the transaction and the situation of the Fed in the U.S., the probability of a delay is relatively high. I'm not sure that I understand the 15 months because it says February of next year. Am I misreading? When it says February 27, 2023, that's precisely one year from now. Am I misreading that or? No, like, you know, all these deals have an expected closing, and our expectation is that we close by the first quarter, fiscal quarter of 2023, which is, you know, before January 31. Then, you know, all these deals have, you know, extension rights or in case the approvals are delayed or for whatever reason, you know, we're not able to close during that time, it gets extended. There's a final extension as well, and that's just customary. I don't think there's anything unique in this deal that you should be reading. Every deal we've done has had these provisions. Okay. Understood. Thank you. Thank you. We have a follow-up question from Doug Young, Desjardins Capital Markets. Please go ahead. Sorry, I'll keep this really quick. Just one quick one. Is there a break fee? Because I didn't see any discussion in here about break fees, and so just wondering if there was one and if you can quantify? Very, you know, the structures in these deals are that for some reason, you know, somebody goes and outbids us and, you know, we are not able to acquire this entity because there's a higher bid, then of course there's a break fee payable to TD. But otherwise, there is, you know, customary expense kind of reimbursement kind of situation for either party. But that's about it. Could you quantify what that is, or is there a place I can find that detail? I'll have the team get back to you on that, Doug, as to, you know, what that is. Okay. The break fee on a competing bid that you know makes TD not be successful here, I think that's a sizable amount. As far as others go, it's de minimis in the overall scheme. Okay. Thank you. Thank you. We do have a final question from Meny Grauman from Scotiabank. Please go ahead. Thanks for taking my follow-up. It's just an extension of Doug. There is potential for competing offers here because we saw a recent deal in the space where there wasn't a possibility. I think you answered that, but I just wanted to make sure. Meny, this is a public company. You know? If somebody else thinks that they can pay more or the First Horizon shareholders feel it's a more compelling deal, then of course, you know, that possibility exists. Thank you. Thank you. There are no more questions in the queue at this time. I'd now like to turn the meeting over to Bharat Masrani for closing remarks. Thank you, operator, and thank you for joining us at short notice. You know, we couldn't be more excited about the opportunity to partner with the First Horizon team as we embark on the next chapter of our growth together. Thank you for all joining us today. We look forward to speaking to you again on our Q1 call on March 3rd. Thank you. Thank you. The conference has now ended. 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