Greetings, ladies and gentlemen, and welcome to the Truist Financial Corporation Strategic Update conference call regarding Truist Insurance Holdings. As a reminder, this event is being recorded. It is now my pleasure to introduce your host, Mr. Ankur Vyas, Head of Investor Relations for Truist Financial Corporation. Please go ahead, sir. Thank you, Jennifer, and good morning, everyone. With us today are our Chairman and CEO, Bill Rogers, our CFO, Mike Maguire, and our Chief Insurance Officer, John Howard. During this morning's call, they will discuss a strategic transaction with our Truist Insurance Holdings business that also highlights its significant value to our shareholders. The presentation that accompanies our call this morning is available on the Truist Investor Relations website, ir.truist.com. Our presentation today will include forward-looking statements and certain non-GAAP financial measures. Please review the disclosures on slides two and three of the presentation regarding these statements and measures, as well as the appendix for appropriate reconciliations to GAAP. Lastly, Truist is not responsible for and does not edit or guarantee the accuracy of transcripts provided by third parties. The only authorized live and archived webcasts are located on our website. With that, I'll now turn the call over to Bill. Ankur, thanks. Good morning, everyone, and thank you for joining our call on a little bit of short notice this morning. Today we're very excited to announce an important forward-focused transaction in the evolution of Truist Insurance Holdings. This development paves the way for future growth and enhances the competitiveness of our insurance business in a highly dynamic industry. Specifically, we're announcing the sale of a 20% minority stake in Truist Insurance Holdings, that's excluding premium finance, to Stone Point Capital and co-investors at an aggregate value of $14.75 billion. This investment is expected to close in the second quarter of the year. We're really pleased to welcome Stone Point as a partner. With Stone Point's significant expertise and proven track record in financial services which spans insurance brokerage and banks, we'll be even better positioned to accelerate purposeful growth and drive efficiencies in our insurance business. Truist and Stone Point have a long-standing relationship characterized by trust, mutual respect, and we're both highly aligned in our vision and strategy for the insurance business. We've also strengthened our incentive program and structure to enhance our ability to attract, incent, and retain top insurance talent and to create additional value for our stakeholders. Our goal ultimately is obviously to make Truist Insurance Holdings a compelling employer of choice in the insurance brokerage industry. The transaction, by its nature, highlights the value of Truist Insurance Holdings and more precisely addresses a wide multiple differential between insurance brokerage and traditional banking. We considered many options, but we believe this approach maximizes our long-term strategic and financial flexibility and preserves future upside in Truist Insurance Holdings. Importantly, because we're only selling a minority stake, Truist continue to own and consolidate Truist Insurance Holdings, which will remain a strong contributor for our company. Financially, the investment is expected to increase our consolidated CET1 ratio and be accretive to tangible book value per share. It'll also enable earnings per share growth over time as capital is deployed to support both Truist and Truist Insurance Holdings, all of which is a win-win for our company and our stakeholders. Now let me hand it over to our Chief Insurance Officer, John Howard, to discuss the brokerage industry in a little more detail and our leading position within it. John? Thanks, Bill. This is truly an exciting day for Truist Insurance Holdings, and for our stakeholders. Personally, I'm thrilled about today's announcement and our new partnership with Stone Point. Today's announcement reaffirms the value Truist Insurance Holdings brings to Truist and its shareholders, recognizes the quality of our various businesses and the deep relationships we've developed with our clients, and most importantly, our purpose-driven teammates who help our clients solve some of their most challenging risk management problems. It also accelerates our ability to grow and realize our long-term potential. With Stone Point's resources and deep industry experience, we will be even better positioned to take advantage of the compelling industry trends highlighted on slide five. This is truly one of the most exciting times in my career to be in the insurance brokerage industry. Insurance brokers continue to benefit from a firm pricing environment and rising insurance premiums. These trends are being sustained by increased loss activity due to large catastrophic events like storms and wildfires, and more subtle factors such as social inflation. Meanwhile, the industry is consolidating rapidly. Announced acquisitions have grown at a 10% compound annual growth rate from 2012 to 2022. Global insurance brokerage M&A volumes remained strong this past year, even against the backdrop of significantly lower M&A volumes in other industries. Supported by this favorable backdrop, multiples for insurance brokers have increased steadily over the past decade, both absolutely and on a relative basis. As you can see on the right, the multiple differential between insurance brokers and regional banks is near a 10-year high at approximately 15x, with insurance brokers trading at 25x and regional banks trading at 10x. Moving to slide six, Truist Insurance Holdings operates coast to coast with over 250 offices and 9,000 teammates. We have deep expertise across a wide range of industries. There's a strong alignment between McGriff's industry coverage model and Truist's corporate and investment banking specialties. We facilitate approximately $45 billion in premiums and generate over $3 billion of revenue annually. Our revenue mix is 60% wholesale and 40% retail. As an insurance broker, we don't take any underwriting risk. Given the scale of our operations, we're a meaningful contributor for Truist, generating 13% of total revenue, 35% of fee income, and 8% of net income. We've built an exceptional financial track record by delivering value-added risk advisory solutions for our clients. Since 2018, we've achieved 8% average annual organic revenue growth and 600 basis points of margin expansion. The investment we're announcing this morning will create additional opportunities to drive growth and enhance efficiency. Let's turn to slide seven. We're proud to be the sixth-largest insurance broker in the United States, but even more significant is our strong performance. The last 12 months, we've delivered superior organic revenue growth relative to peers, reflecting new business, firm pricing, and strong client retention. We also generated higher margins, reflecting ongoing realization of acquisition-related synergies and the strong benefits from our Internal Insurance Holdings Optimization Program or IHOP initiatives. Additionally, Truist Insurance Holdings is 60% wholesale compared to 24% for the pure median. This favorable business mix provides us with a more stable growth profile in varying insurance market conditions. We also have plenty of levers for growth, including integrated relationship management or IRM, multiple organic growth initiatives that will drive the next phase of our growth, such as investments in talent, our delivery model, and technology, and lastly, future M&A. We believe these factors will propel growth, enhance efficiency, and help us achieve scale, which is so critical in our industry. Now I'll turn it over to our CFO, Mike Maguire, to discuss key terms and financial details of the transaction. Thank you, John. Let's begin with the key terms on slide eight. Pursuant to the agreement, Stone Point will purchase 20% of Truist Insurance Holdings from Truist for $1.95 billion, representing a common equity valuation of $9.75 billion. In connection with the investment by Stone Point, Truist Bank will provide leverage to Truist Insurance Holdings in the form of a $5 billion intercompany debt-like preferred equity investment. Together, these investments result in an aggregate valuation of approximately $14.75 billion for Truist Insurance Holdings. Stone Point will also receive 3.75% warrant coverage struck at today's valuation. While these warrants have no intrinsic value today, they will increase in value as the value of Truist Insurance Holdings increases, creating strong alignment with our shareholders. The transaction includes the core insurance brokerage businesses, but excludes premium finance, which will remain fully owned by Truist Bank given the balance sheet and capital associated with its lending operations. Proceeds from the sale will be received by Truist Bank, the parent of Truist Insurance Holdings. In terms of governance, Truist will designate four of five seats on the Truist Insurance Holdings board, and Stone Point will designate one seat. Stone Point will also have certain minority investor rights that provide long-term flexibility. Similarly, Truist will maintain flexibility through its majority ownership and certain governance provisions. Most importantly, we have a strong partner in Stone Point. Stone Point is a seasoned investor with significant expertise in financial services and has made over $10 billion in insurance-related and bank investments. Like us, Stone Point has a long-term focus and is committed to working with best-in-class operators to build outstanding businesses. They've also demonstrated deep respect for our strategy and purpose-driven culture. Moving to slide nine. One of the motivations for the sale is to highlight the value of Truist Insurance Holdings for our shareholders. From Truist's perspective, the $5 billion of intercompany preferred equity value and the $9.75 billion of common equity value in the new structure effectively mark the value of Truist Insurance Holdings at $14.75 billion. If one were to then value Truist, excluding the insurance businesses, using our trading multiple today, the implied value would be a little more than $59 billion. This may even be conservative given Truist's growth potential and profitability profile. Together, these components imply a sum of the parts valuation of $74 billion, which is 15% higher than Truist's current market capitalization. Turning to slide 10. Transaction is expected to increase our consolidated CET1 ratio by 32 basis points and be 6% accretive to tangible book value per share. It will be initially neutral to earnings per share as the minority interest expense will be offset by the reinvestment of the sale proceeds into securities. Over time, our EPS growth potential will increase as we deploy capital to support growth initiatives. From an accounting perspective, we're going to continue to consolidate Truist Insurance Holdings with no above-the-line impacts to the key P&L line items, other than, of course, interest income earned on the reinvestment of the cash proceeds from the sale. Below the line, the transaction will result in a non-controlling interest attribution that is 23% of the earnings of Truist Insurance Holdings business. After the sale closes in the second quarter, we will update our segment reporting structure to reflect our 80% stake in Truist Insurance Holdings and the realignment of premium finance into another reporting segment. Now I'll turn it back over to Bill to conclude. Great. Thanks, Mike. This morning we've announced an important next step in the growth and evolution of Truist Insurance Holdings. Strategically, we're creating more opportunities for Truist Insurance Holdings to grow organically and inorganically and remain a leader in a rapidly consolidating industry. It also establishes a mutually beneficial partnership with an investor who has a proven track record of strategic and operational expertise, and its long-term aspirations for Truist Insurance Holdings align with our own. In addition, we've highlighted the significant value of Truist Insurance Holdings and maintained flexibility and optionality for future avenues of growth and value creation. Financially, this investment will generate capital and be accretive to tangible book value and improve our long-term earnings growth outlook. Truist will continue to consolidate Truist Insurance Holdings and will remain a key contributor to our performance. In summary, it's a win-win for Truist Insurance Holdings, and our shareholders as we continue our journey towards executional excellence and purposeful growth. Thank you for your interest in Truist. Ankur, let me turn it back over to you for Q&A. Thanks, Bill. Jennifer, at this time, if you would explain to our listeners how they can participate in the Q&A session. As you do that, I'd like to ask the participants to please limit yourselves to one primary question and one follow-up so that we can accommodate as many of you as possible today. Ladies and gentlemen, if you'd like to ask a question, please press star one on your telephone keypad. If you are using a speakerphone, please make sure your mute function is released to allow your signal to reach our equipment. Please limit yourself to one question and one follow-up question. As a reminder, it is star one to ask a question. We'll pause for just a moment to allow everyone an opportunity to signal for a question. We'll go first to Betsy Graseck with Morgan Stanley. Hi. Good morning. Morning, Betsy. Okay, two questions. First, just for Mike on the reinvestment of the cash. I think you indicated that you expect the transaction to be initially neutral and accretive over time. Can you help us understand what you're doing there? I know you had a 4% yield that you were assuming in the deck, but help us understand how the cash is likely to get reinvested. Does it make you more asset sensitive, and how you know, migrate that accretion during, you know, differing interest rate environments? Thanks. Yeah, sure. Good morning, Betsy. Yeah, I think, you know, the way we thought about it is initially, you know, we are gonna, you know, invest in short-term securities. We made an assumption of 4%, as we think about the neutral earnings impact. I think the idea here, though, is that, you know, over time, we'd have an opportunity to leverage the capital, right? Whether that's, you know, frankly, back into another acquisition in Insurance Holdings, whether that's through organic initiatives that we're interested in better serving our clients at Truist. Hopefully that helps. The other follow-up question I had is, insurance business clearly has been growing both organically and inorganically. I would, you know, from the comments that you were making, it sounds like the, you know, inorganic path, the acquisition path is still gonna be a key sleeve of growth in the strategy of Truist Insurance Holdings. Wanted to understand, is that incremental capital that goes for those incremental acquisitions coming entirely from Truist? Will there be a deal-by-deal decision-making that Stone Point has as to whether or not to invest? Does this minority stake suggest that, you know, they will keep their investment interest Insurance Holdings at 20% as you grow inorganically as well as organically? Thanks. Yeah, I think it's a good question. That's actually is highlighting the importance of the strategic flexibility of this entire, of this entire transaction. You know, the first part of your question, yeah, I mean, clearly the inorganic part of insurance will continue rapidly consolidating industry. I'll let John talk a little bit about that in a second. I think this also just increases the aperture for insurance deals and actually makes us even more attractive. Yes, on the, you know, inorganic side, in addition to all the organic opportunities we have. Then it would be a sort of a deal-by-deal kind of, kind of opportunity. Small deals, you know, we can do within the, you know, the cash that's generated within the insurance business. Larger deals, we would go through a type of consideration that you just outlined. We may do something pari passu with our partners. We may, our partners may wanna increase their ownership. They will all be sort of contingent upon what creates the most value for the insurance business or what creates the most value for Truist on a long, long-term capacity. The key point is we just have the strategic and financial flexibility that has sort of expanded a lot of, you know, all of our options. John, you just might want to talk quickly about the consolidation and opportunity. Yeah, I'd love to, Bill. It is an industry that continues to consolidate rapidly. We are often viewed as being a preferred partner. The relationship that we're describing today significantly enhances our position. It provides a new currency that will be really attractive to existing teammates in terms of incenting for performance, because they'll be so well aligned with value creation in Insurance Holdings. It'll be valuable for recruiting, and it'll be a valuable tool with these acquisition opportunities. It gives us a currency for them to participate in the value creation of Insurance Holdings. We have a broad acquisition appetite across Insurance Holdings. We have a diversified business model for both wholesale and retail, and we're interested in high quality brokers and teams that fit culturally and strategically. We are very selective. We choose fewer than one out of 10 of the opportunities that we consider. I do think that we're gonna have some really attractive opportunities as a result of this announcement. Thank you. The next to Ryan Nash with Goldman Sachs. Hey, good morning, everyone. Ryan. Maybe as a follow-up to Betsy's question. You know, Bill or John, you know, you guys have been doing a handful of deals in insurance per year. Does this accelerate the pace of acquisitions for Truist Insurance Holdings? Given outside capital and the smaller stake, does this at all change your appetite to do something transformational in the business from an M&A perspective? I think the answer to both those is yes. You know, so yeah, I think it does, you know, increase the opportunity. I mean, John highlighted, I think, you know, while we're, you know, today, I think a consolidator of choice, I think the partnership with Stone Point, the creating the different currency, sort of putting this very public stake in the ground, I think actually just increases those opportunities. Whether they're incremental or transformational, you know, over time, this business is transforming and consolidating. I think on a collective basis, yeah, I think we are talking about transforming and growing and creating, you know, additional incremental value on the Truist Insurance Holdings. Got it. Bill, I think in your prepared remarks, you mentioned that, you know, Stone Point brings operational expertise that could help drive efficiencies. You know, John, I know the insurance business had several initiatives for a handful of years where you took EBITDA margins from the low 20s to the high 20s, can you maybe just help us understand, does this at all change, you know, where you think margins in the business can head? Can you maybe just talk a little bit about how you think they will drive operational efficiency? Yeah. We know Stone Point well, think very highly of them. They have a fantastic reputation and a lot of experience within this space. They have partnered with other insurance brokers and have helped to create exceptional platforms, and I'm confident that that will be the case here. We do have a good track record, as you mentioned. We have delivered strong organic growth, strong total revenue growth, strong margin expansion, strong bottom line performance. I expect all of those things will continue going forward. I look at this announcement as being the path and the framework that give us the ability for that continued growth and continued improvement. Our new partners at Stone Point know the industry as well as anybody and will be very valuable advisors. I appreciate all the color. We'll go next to Mike Mayo with Wells Fargo. Hi. You're getting proceeds equal to 3% of your market cap and your tangible book value goes up by 6%. I guess that math is good. Why not double what you're doing? Why not, you know, get 6% of your proceeds and increase your book value by 12% or even beyond that? Why 20%? I mean, there was no magic to the 20%, Mike. I mean, this wasn't a, you know, a capital or liquidity play. This is a strategic long-term play. You know, the goal was to, you know, create a partnership, create financial flexibility and strategic flexibility going forward. So might that increase relative to another large opportunity? Sure. You know, I think the goal was not a specific percentage to achieve a specific goal. The goal was to create the financial flexibility and the platform for future growth. To your earlier comment, you said this will position you better for acquisitions. I guess you've always had the desire, but maybe this gives you a greater ability to pursue deals, and you said you would consider a transformational insurance deal. I mean, I guess once you prove that you have a, you know, a 25 PE or so, currency versus a 9 PE, maybe it makes it that much easier. Can you elaborate on some of those? Even the blue sky scenario, I know you want to get insurance larger as a percentage of your total revenues like you had, you know, like BB&T had before the merger. Elaborate on that thought. Transformational is a, is a supercharged word. Yeah. I mean, whether it's a capital T or a small T in terms of how you think about transformational, you know, as John highlighted, I mean, this is a rapidly consolidating industry, and we want to make sure that we're, you know, highly competitive, and be the consolidator of choice in that industry. Sort of say that as the primary framework. You know, whether transformation happens, you know, one deal at a time or whether it happens with a larger deal, I don't know. Those will be things that we'll consider. We've got a great partner. We'll think through those things. As you highlight, you know, we have currency, not only currency to attract talent, so they have currency, as John, I think, highlighted really specifically, that aligns talent with the overall value creation in Truist Insurance Holdings, but also capital to raise and the structure that we've created to do things that are more transformational and wouldn't be, you know, significantly dilutive to Truist. It's a combination of all those things, and that's why I really gave the same answer about the percent. The announcement today is about the platform. The announcement today is creating the, you know, launching pad and the currency and the optionality for where we go in the future. All right, thank you. We'll go next to Erika Naj arian with UBS. Hi, good morning. You know, this transaction has been out sort of being in the press for some time now, you know, a lot of investors are sort of asking the why, right? It seems like you've answered that question. The why seems to be, you know, the ability to not just unlock the value, but accelerate the growth in this high multiple business. I guess I'm wondering how we then as we, you know, think about the long-term transformational benefits of this transaction, which I think the market would agree with, help us think through that six and a half year right that Stone Point has to request a sale or IPO. You would've built up this great business and then you would monetize it, what, you know, like then, you know, you get high multiple capital back, you know, and most of the other businesses that you could expand in after you get the capital will be a lower multiple than an insurance business. I guess that was just the one part of the transaction that gave me pause. Yeah. I think again, sort of going back to this concept of strategic and financial flexibility. I don't sit thinking about there's a six and a half year timeline. That's not sort of how we think about this. That's just a, you know, a deal term that's sort of I think customary in these type deals. You've got to provide, you know, a liquidity avenue for your partners. More what I think about is we've got a great partner who's really aligned and continuing to help us grow this business. We're not sort of focused on a specific timeline and a, you know, all the gates that go through that, and we each have financial flexibility related to this. There is no sort of one certain path that we go down. We've got a lot of different paths we can go down. Then to your other point, you know, the in creating this financial flexibility, it's not only for Truist Insurance Holdings, but for Truist. You know, as we think long-term strategically about, you know, where we want to position the company and where we want to go and where the growth opportunities might be, those are also gonna evolve and change. Some of those may be at traditional bank values, some of those may be at higher values. There may be other businesses that grow faster and are really good complement to the things that we're doing at Truist and enhance our overall value. Again, flexibility within Truist Insurance Holdings, flexibility within Truist, not a specific timeline or deadline. We've got the flexibility to navigate all of those and an aligned partner in that forward look. Got it. Makes sense. Thanks. Jennifer, we've got time for one more question. Thank you. We'll go next to Ken Usdin with Jefferies. Hey, thanks. Good morning, everyone. I wanted to just ask you a question about the structure of the deal. Can you walk through this preferred dividend structure and explain just how it creates dividends that offset the non-controlling interest? Just, you know, how does that work? Like, the purpose of setting it up that way, I know it's an internal transaction, but just kind of like how that just fits into the neutrality calculation of the EPS. Just getting a bunch of questions on that. Thanks. Yeah, sure. Good morning, Ken, it's Mike. I mean, a couple of things. One, I think just at the highest level, you know, our view was that, you know, a transaction like this certainly, you know, deserved to have some form of leverage in the structure. Our perspective was that was leverage that we wanted to provide internally versus seeking leverage from a third party. The way the preferred is structured is essentially obviously intercompany between Truist Bank and Truist Insurance Holdings. It's in a obviously a senior position relative to the common and will earn a dividend of 8.25%. As far as the, you know, from a tax perspective, it'll still continue to be treated as equity. From a GAAP perspective within Truist Insurance Holdings, it'll be considered debt. I think the way to think about the consolidation is that there'll be a non-controlling interest that's created below the line, to the tune of, call it, $70 million or so. I mentioned in my remarks, that's roughly 23% of the post-dividend earnings of Truist Insurance Holdings. That $70 million of income available to common will be offset by really two components. The first would be the income that we'll earn on the proceeds. We note that we sort of conservatively assumed a 4% reinvestment rate, then there'll be some modest improvement in taxes as well, just based on the fact that we'll have less earnings attributable to Truist. Does down the road, if there's further transactions, does that preferred convert into anything else? Is it permanent? Like, how does that work in the context of the new, the big, you know, the entity, the TIH entity? Yeah, sure. No, it's a long-dated security. The way you should think about it is it is in fact still part of our equity capitalization for Insurance Holdings, which is why it was important to note that, you know, it coupled with the equity value in the sub, you know, adds to the aggregate value of the company. What I'd suggest is the value of the preferred is going to accrete back to Truist at an 80% rate, if that makes sense. Right. Okay. All right. I think I got it. Thank you very much. Thanks, Ken. Great. Thanks, everyone. That completes our call. If you have any additional questions, please feel free to reach out to the IR team. Thanks for your interest in Truist. We hope you have a great day. Jennifer, you can now disconnect the call. Thank you. This does conclude today's conference. We thank you for your participation.