Truist Financial (TFC) 10-K risk factor changes: FY2022 vs FY2021

[removed: *•*Physical,] [added: *•Physical,] transition, or other risks associated with climate change have the potential to negatively impact operations, business results, and [removed: clients.][added: clients.*]

[removed: *•*Changes] [added: *•Changes] in interest rates could adversely affect revenue and expenses, the value of assets and liabilities, as well as the availability and cost of capital, and [removed: liquidity.][added: liquidity.*]

[removed: *•*The] [added: *•The] monetary and fiscal policies of the U.S. federal government could have a material adverse effect on [removed: profitability.][added: profitability.*]

[removed: *•*Financial] [added: *•Financial] results, lending or other business activities could be materially affected by a deterioration of economic [removed: conditions.][added: conditions.*]

[removed: *•*Instability] [added: *•Instability] in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on the Company’s results of operations and financial [removed: condition.][added: condition.*]

[removed: *•*The] [added: - *The] replacement of LIBOR could adversely affect Truist’s profitability and financial [removed: condition.][added: condition.*]

[removed: *•*The] [added: *•The] Company is subject to credit risk by [removed: lending or] [added: lending,] committing to lend money, or entering into a letter of credit or other types of contracts with [removed: counterparties.][added: counterparties.*]

[removed: *•*The] [added: *•The] Company may have more credit risk and higher credit losses to the extent that loans are concentrated by loan type, industry segment, borrower type, or location of the borrower or [removed: collateral.][added: collateral.*]

- [removed: Loss] [added: *Loss] of deposits or a change in deposit mix could increase Truist’s funding [removed: costs.][added: costs.*]

[removed: *•*Truist’s] [added: *•Truist’s] liquidity could be impaired by an inability to access short-term funding, an unforeseen outflow of cash, or the inability to monetize liquid [removed: assets.][added: assets.*]

[removed: *•*Truist] [added: *•Truist] relies on the mortgage secondary market and GSEs for some of the Company’s [removed: liquidity.][added: liquidity.*]

[removed: *•*Any] [added: *•Any] reduction in the Company’s credit ratings could increase the Company’s cost of funding or reduce its access to the capital [removed: markets.][added: markets.*]

[removed: *•*The] [added: *•The] Parent Company could have less access to funding sources and its liquidity could be constrained if the Bank becomes unable to pay dividends during a time of [removed: stress.][added: stress.*]

[removed: *•*Truist] [added: *•Truist] is subject to extensive and evolving government regulation and supervision, which could increase the cost of doing business, limit Truist’s ability to make investments and generate revenue, and lead to costly enforcement [removed: actions.][added: actions.*]

[removed: *•*Truist] [added: *•Truist] is subject to regulatory capital and liquidity standards that affect the Company’s business, operations, and ability to pay dividends, or otherwise return capital to [removed: shareholders.][added: shareholders.*]

[removed: *•*Truist] [added: *•Truist] is subject to certain risks related to originating and selling mortgages and may be required to repurchase mortgage loans or indemnify mortgage loan [removed: purchasers.][added: purchasers.*]

[removed: *•*Truist] [added: *•Truist] faces risks as a servicer of [removed: loans.][added: loans.*]

[removed: *•*Truist] [added: *•Truist] may face the risk of financial loss or negative impact resulting from ineffective strategy setting and execution, adverse business decisions, or lack of responsiveness to changes in the external [removed: environment.][added: environment.*]

[removed: *•*Competition] [added: *•Competition] may reduce Truist’s client base or cause Truist to modify pricing for products and [removed: services.][added: services.*]

[removed: *•*Truist] [added: *•Truist] may not be able to complete future mergers or [removed: acquisitions.][added: acquisitions.*]

[removed: *•*Truist] [added: *•Truist] has businesses other than banking that are subject to a variety of [removed: risks.][added: risks.*]

[removed: *•*Negative] [added: *•Negative] public opinion could damage the Company’s reputation and adversely impact business and [removed: revenues.][added: revenues.*]

[removed: *•*Scrutiny] [added: *•Scrutiny] of the Company’s sales, training, and incentive compensation practices could damage the Company’s reputation and adversely impact business and [removed: revenues.][added: revenues.*]

[removed: *•*The] [added: *•The] Company may incur fines, penalties and other negative consequences from regulatory violations, including inadvertent or unintentional [removed: violations.][added: violations.*]

[removed: *•*Truist] [added: *•Truist] relies on other companies to provide key components of the Company’s business [removed: infrastructure.][added: infrastructure.*]

[removed: *•*Truist] [added: *•Truist] depends on the expertise of key teammates.

If these individuals leave or change their roles without effective replacements, operations may [removed: suffer.][added: suffer.*]

[removed: *•*The] [added: *•The] Company’s framework for managing risks may not be [removed: effective.][added: effective.*]

[removed: *•*There] [added: *•There] are risks resulting from the extensive use of models in Truist’s business, which may impact decisions made by Management and [removed: regulators.][added: regulators.*]

[removed: *•*The] [added: *•The] Company is at risk of increased losses from [removed: fraud.][added: fraud.*]

[removed: *•*The] [added: *•The] Company’s operational [removed: or security systems or infrastructure] [added: capabilities managed] or [removed: those of] [added: supplied by] third [removed: parties,] [added: parties] could [removed: fail] [added: fail, be compromised,] or be breached, which could disrupt the Company’s business and adversely impact the Company’s results of operations, [removed: liquidity] and financial condition, as well as cause legal [added: exposure] or reputational [removed: harm.][added: harm.*]

[removed: *•*Natural] [added: *•Natural] disasters and other catastrophic events, which may increase in frequency and intensity due to climate change, could have a material adverse impact on the Company’s operations or the Company’s financial condition and [removed: results.][added: results.*]

[removed: *•*Truist] [added: *•Truist] may be impacted by the soundness of other financial [removed: institutions.][added: institutions.*]

[removed: *•*Truist] [added: *•Truist] depends on the accuracy and completeness of information about clients and [removed: counterparties.][added: counterparties.*]

[removed: *•*The] [added: *•The] Company’s accounting policies and processes are critical to how the Company reports its financial condition and results of operations and require management to make estimates about matters that are [removed: uncertain.][added: uncertain.*]

[removed: *•*Depressed] [added: *•Depressed] market values for the Company’s stock and adverse economic conditions sustained over a period of time may require the Company to write down all or some portion of the Company’s [removed: goodwill.][added: goodwill.*]

[removed: *•*The] [added: - *The] Company faces cybersecurity risks, including denial of service, [removed: hacking, and] [added: phishing,] malware [removed: or] [added: and] ransomware attacks, [added: potential insider threats, and third-party cybersecurity incidents,] which could result in the disclosure of confidential information, adversely affect the Company’s [removed: operations or reputation,] [added: operations, cause reputational damage,] and create significant legal and financial [removed: exposure.][added: exposure.*]

[removed: *•*Truist] [added: *•Truist] will continually encounter technological change and must effectively anticipate, develop, and implement new [removed: technology.][added: technology.*]

[removed: *•*The] [added: *•The] Company faces risks associated with quality, [removed: availability] [added: availability,] and retention of key data for operational, strategic, [added: regulatory,] and compliance [removed: purposes.][added: purposes.*]

Although the global economy has begun to recover from the COVID-19 pandemic, as many health and safety restrictions have been lifted and vaccine distribution has increased, certain adverse consequences of the [removed: pandemic] [added: pandemic, including labor shortages, disruptions of global supply chains and inflationary pressures,] continue to impact the macroeconomic environment and [removed: may persist, including labor shortages and disruptions of global supply chains.][added: could adversely affect our business.]

*•Inflation could negatively impact our business, our profitability, and our stock price.*

*•The Company may suffer losses if the value of collateral declines in stressed market conditions.*

Other External Risks

*•The effects of COVID-19 adversely impacted the Company’s operations and financial performance and similar adverse impacts resulting from pandemics could occur in future periods.*

*•An outbreak or escalation of hostilities between countries or within a country or region could have a material adverse effect on the U.S. economy and on Truist’s businesses.*

18 Truist Financial Corporation

- *Truist faces substantial legal and operational risks in safeguarding personal information.*

*•Differences in regulation can affect the Company’s ability to compete effectively.*

*•The Company can face risks of non-compliance and incur higher operational and compliance costs under laws and regulations relating to anti-money laundering, economic sanctions, embargo programs, and anti-corruption.*

Regulatory and Legal Risks

*•Legal proceedings may adversely affect the Company’s results, reputation, and business operations.*

Talent Management Risks

*•The Company depends on the ability to attract and retain qualified teammates while effectively managing recruiting and compensation costs amid highly competitive and rapidly changing market conditions in order to implement and execute upon business strategies.*

*•The Company’s operations rely on its ability, and the ability of key external parties, to maintain appropriately staffed workforces, and on the competence, trustworthiness, health and safety of employees.*

Risks Related to Estimates and Assumptions

*•Truist can be negatively affected if it fails to identify and address operational risks associated with the introduction of or changes to products, services, and delivery platforms.*

*•Enhanced regulatory and other standards for the oversight of vendors and other service providers can result in higher costs and other potential exposures.*

The FRB raised interest rates significantly and began shrinking its balance sheet during 2022 in response to inflation measures that were well above the FRB’s two percent target.

The Federal Reserve may further increase interest rates in the near term.

Sustained higher interest rates and continued FRB asset reductions may adversely affect market stability, market liquidity and the Company’s financial performance and condition.

*Inflation could negatively impact our business, our profitability, and our stock price.*

Prolonged periods of inflation may impact our profitability by negatively impacting our fixed costs and expenses, including increasing funding costs and expense related to talent acquisition and retention.

Additionally, inflation may lead to a decrease in consumer and clients’ purchasing power and negatively affect the need or demand for our products and services.

If significant inflation continues, our business could be negatively affected by, among other things, increased default rates leading to credit losses which could decrease our appetite for new credit extensions.

These inflationary pressures could result in missed earnings and budgetary projections causing our stock price to suffer.

The war in Ukraine presents destabilizing forces, including higher and more volatile commodity and food prices, which may cause international and domestic economic deterioration.

Financial markets may be adversely affected by the current or anticipated impact of military conflict, including the war in Ukraine, terrorism, or other geopolitical events.

This could magnify inflationary pressure resulting from the pandemic and other sources and extend any prolonged period of higher inflation.

The passage of the Adjustable Interest Rate (LIBOR) Act by Congress, and the Federal Reserve’s implementing rule, should decrease the risk of contracts that are not remediated prior to the cessation deadline by providing the terms for a transition to SOFR.

Truist has largely completed its assessment of risks related to the transition from LIBOR and continues its remediation efforts.

*The Company may suffer losses if the value of collateral declines in stressed market conditions.*

During periods of market stress or illiquidity, the Company’s credit risk may be further increased when it fails to realize the expected value of the collateral it holds; collateral is liquidated at prices that are not sufficient to recover the full amount owed to Truist; or counterparties are unable to post collateral, whether for operational or other reasons.

Furthermore, disputes with counterparties concerning the valuation of collateral may increase in times of significant market stress, volatility or illiquidity, and Truist could suffer losses during these periods if it is unable to realize the expected value of collateral or to manage declines in the value of collateral.

In recent months, the environment for maintaining and growing deposits has become more challenging as the FRB reduces the size of its balance sheet through quantitative tightening and continues to increase interest rates giving clients an incentive to move deposits to money market funds and other higher-yielding alternatives, which could lead to an increase in the reliance on higher cost wholesale funding.

Truist relies on numerous third-party service providers to conduct aspects of its business operations and faces operational risks relating to them.

Third-party cybersecurity incidents, such as system breakdowns or failures, misconduct by the employees of such parties, or cyberattacks, including ransomware, and supply-chain compromises, could affect their ability to deliver a product or service to the Company or result in lost or compromised information of the Company or its clients.

Truist cannot be certain that we will receive timely notification of such cyberattacks or other security breaches.

Like other large enterprises, Truist experiences malicious cyber activity directed at our vendors and other service providers.

There is no guarantee that the measures the Company takes will provide absolute security or recoverability given that the techniques used in cyberattacks are complex and frequently change and are difficult to anticipate.

Other External Risks

Merger-Related Risks

*•*Truist may not be able to successfully integrate the companies or to realize the anticipated benefits of the Merger.

*•*Truist will continue to incur substantial expenses related to the Merger and the integration.

COVID-19 Risks

*•*The effects of COVID-19 have adversely impacted the Company’s operations; the duration and impact of these effects is still unknown.

Climate Risks

*•*Litigation may adversely affect the Company’s results.

*•*The Company may not be able to hire or retain additional qualified teammates and recruiting and compensation costs may increase as a result of changes in the marketplace, which may increase costs and adversely impact the Company’s ability to implement business strategies.

*•*Certain banking laws and certain provisions of the Company’s articles of incorporation may have an anti-takeover effect.

*Truist may not be able to successfully integrate the companies or to realize the anticipated benefits of the Merger.*

The Company was formed by the Merger of BB&T and SunTrust on December 6, 2019.

Since the closing of the Merger, Truist has expended significant time and resources, and incurred substantial expenses, in the integration of systems, operations, and teammates of BB&T and SunTrust.

Although many integration milestones have been achieved, important integration steps remain to be completed.

In addition, the core bank conversion of heritage SunTrust clients occurred in February 2022.

Conversion activities remain subject to validation, and issues related to this and other conversions may not be discovered until a later date.

Additionally, systems that are no longer being used may still need to be retained for a period of time.

Truist may encounter difficulties as it completes integration activities, such as:

- the loss of key teammates and clients;

- the disruption of operations and businesses;

- loan, deposit, and revenue attrition;

- inconsistencies in standards, control procedures and policies;

- unexpected issues with planned branch and other facilities closures;

- unexpected issues with costs, operations, teammates, technology; and

- problems with the assimilation of new operations, sites, or teammates.

Integration activities have and will continue to divert resources from regular operations.

In addition, general market and economic conditions or governmental actions affecting the financial industry may inhibit the Company’s continued integration of the heritage entities.

BB&T and SunTrust merged with the expectation that the Merger would result in various synergies, including benefits relating to enhanced revenues, a strengthened and expanded market position for the combined organization, technology efficiencies, cost savings, and operating efficiencies.

Achieving the anticipated benefits of the Merger is subject to a number of uncertainties, including whether the Company continues the integration of the institutions in an efficient and effective manner, as well as general competitive factors in the marketplace.

Failure to achieve or delays in achieving these anticipated benefits could result in a share price reduction as well as increased costs, decreases in the amount of expected revenues, and diversion of management's time and energy and could materially and adversely affect the Company’s financial condition, results of operations, business and prospects.

*Truist will continue to incur substantial expenses related to the Merger and the integration.*

There continue to be processes, policies, procedures, operations, technologies, and systems that must be integrated or decommissioned.

In addition, the Merger may increase the Company’s compliance and legal risks, including increased litigation or regulatory actions such as fines or restrictions related to the business practices or operations of the combined business.

While the Company has assumed that a certain level of expenses would be incurred, there are many factors beyond the Company’s control that could affect the total amount or the timing of the integration expenses.

Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately.

The amount and timing of future charges to earnings as a result of Merger or integration expenses remain uncertain.

*The effects of COVID-19 have adversely impacted the Company’s operations; the duration and impact of these effects is still unknown.*

The growth in economic activity and demand for goods and services, alongside labor shortages and supply chain complications, has also contributed to rising inflationary pressures.

Since the onset of the pandemic, the majority of the Company’s workforce has been working remotely, which may increase cybersecurity risks to the Company.

The duration of this severe economic disruption and its related financial impact cannot be reasonably estimated at this time.

Since the inception of the COVID-19 pandemic governmental authorities enacted regulations, and protocols, including governmental programs to provide economic relief to businesses and individuals.

For discussion of [removed: 2020] [added: 2021] results as compared to [removed: 2019] [added: 2020] results, see [removed: "Item] [added: “Item] 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] in the Annual Report on Form 10-K for the year ended December 31, [removed: 2020.][added: 2021.]

[added: 80] Truist Financial Corporation [removed: 39]

[removed: - Released inaugural TCFD report,] [added: In support of this goal, we] joined the Partnership for Carbon Accounting Financials, [removed: issued its first social bond,] and set 2030 goals to reduce Scope 1 and Scope 2 emissions by 35% each, and to reduce water consumption by 25%, relative to 2019.

[removed: - Announced plans] [added: We announced our goal] to achieve net zero greenhouse gas emissions by 2050, [removed: furthering the Company's aspiration to] [added: which will help] support [removed: the] [added: our clients’] transition to a low-carbon economy.

Net income available to common shareholders totaled [removed: $6.0] [added: $5.9] billion for [removed: 2021,] [added: 2022,] a [removed: 44% increase] [added: 1.8% decrease] from the prior year.

On a diluted per common share basis, earnings for [removed: 2021] [added: 2022] were [removed: $4.47,] [added: $4.43,] compared to [removed: $3.08] [added: $4.47] for [removed: 2020.][added: 2021.]

[removed: Truist's] [added: Truist’s] results of operations for [removed: 2021] [added: 2022] produced a return on average assets of [removed: 1.23%] [added: 1.15%] and a return on average common [removed: shareholders'] [added: shareholders’] equity of [removed: 9.7%] [added: 10.4%] compared to prior year ratios of [removed: 0.90%] [added: 1.23%] and [removed: 6.8%,] [added: 9.7%,] respectively.

Results include merger-related and restructuring charges of [removed: $822] [added: $513] million [removed: ($631] [added: ($393] million after-tax) for [removed: 2021] [added: 2022] compared to [removed: $860] [added: $822] million [removed: ($660] [added: ($631] million after-tax) for [removed: 2020,] [added: 2021,] and incremental operating expenses related to the Merger of [removed: $771] [added: $465] million [removed: ($592] [added: ($356] million after-tax) for [removed: 2021] [added: 2022] compared to [removed: $534] [added: $771] million [removed: ($409] [added: ($592] million after-tax) for [removed: 2020.][added: 2021.]

[removed: Additionally, the] [added: The] 2021 results include charitable contributions of $200 million ($153 million after-tax), an acceleration of loss recognition related to certain terminated cash flow hedges of $36 million ($28 million after tax), and a one-time professional fee expense of $30 million ($23 million after tax), partially offset by a small gain on extinguishment of debt.

The following table provides [added: a breakdown of] Truist’s [removed: earnings highlights:][added: noninterest income:]

| | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | | |

| Net income available to common shareholders | | | | | | | | | | | | | | | | | | | | | $ | [removed: 6,033] [added: 5,927] | | | | | $ | [removed: 4,184] [added: 6,033] | | | | | $ | [removed: 3,028] [added: 4,184] | | | | | $ | [removed: 1,849] [added: (106)] | | | | | $ | [removed: 1,156] [added: 1,849] | |

| Diluted earnings per common share | | | | | | | | | | | | | | | | | | | | | [removed: 4.47] [added: 4.43] | | | | | | [removed: 3.08] [added: 4.47] | | | | | | [removed: 3.71] [added: 3.08] | | | | | | [removed: 1.39] [added: (0.04)] | | | | | | [removed: (0.63)] [added: 1.39] | | |

| Net interest income - taxable equivalent | | | | | | | | | | | | | | | | | | | | | $ | [removed: 13,114] [added: 14,458] | | | | | $ | [removed: 13,951] [added: 13,114] | | | | | $ | [removed: 7,409] [added: 13,951] | | | | | $ | [removed: (837)] [added: 1,344] | | | | | $ | [removed: 6,542] [added: (837)] | |

| Noninterest income | | | | | | | | | | | | | | | | | | | | | [removed: 9,290] [added: 8,719] | | | | | | [removed: 8,879] [added: 9,290] | | | | | | [removed: 5,255] [added: 8,879] | | | | | | [removed: 411] [added: (571)] | | | | | | [removed: 3,624] [added: 411] | | |

| Total taxable-equivalent revenue | | | | | | | | | | | | | | | | | | | | | $ | [removed: 22,404] [added: 23,177] | | | | | $ | [removed: 22,830] [added: 22,404] | | | | | $ | [removed: 12,664] [added: 22,830] | | | | | $ | [removed: (426)] [added: 773] | | | | | $ | [removed: 10,166] [added: (426)] | |

| Less taxable-equivalent adjustment | | | | | | | | | | | | | | | | | | | | | [removed: 108] [added: 142] | | | | | | [removed: 125] [added: 108] | | | | | | [removed: 96] [added: 125] | | | | | | | | | | | | | | |

| Total revenue | | | | | | | | | | | | | | | | | | | | | $ | [removed: 22,296] [added: 23,035] | | | | | $ | [removed: 22,705] [added: 22,296] | | | | | $ | [removed: 12,568] [added: 22,705] | | | | | | | | | | | | | |

| Return on average assets | | | | | | | | | | | | | | | | | | | | | [removed: 1.23] [added: 1.15] | | % | | | | [removed: 0.90] [added: 1.23] | | % | | | | [removed: 1.31] [added: 0.90] | | % | | | | [removed: 0.33] [added: (0.08)] | | % | | | | [removed: (0.41)] [added: 0.33] | | % |

| Return on average common [removed: shareholders'] [added: shareholders’] equity | | | | | | | | | | | | | | | | | | | | | [removed: 9.7] [added: 10.4] | | | | | | [removed: 6.8] [added: 9.7] | | | | | | [removed: 9.9] [added: 6.8] | | | | | | [removed: 2.9] [added: 0.7] | | | | | | [removed: (3.1)] [added: 2.9] | | |

| Net interest margin - taxable equivalent | | | | | | | | | | | | | | | | | | | | | [removed: 2.86] [added: 3.01] | | | | | | [removed: 3.22] [added: 2.86] | | | | | | [removed: 3.42] [added: 3.22] | | | | | | [removed: (0.36)] [added: 0.15] | | | | | | [removed: (0.20)] [added: (0.36)] | | |

[removed: Truist's] [added: Truist’s] revenue for [removed: 2021] [added: 2022] was [removed: $22.3] [added: $23.0] billion.

On a TE basis, revenue was [removed: $22.4] [added: $23.2] billion, which represents [removed: a decrease] [added: an increase] of [removed: $426] [added: $773] million compared to [removed: 2020.][added: 2021.]

[removed: NIM] [added: Net interest margin] was [removed: 2.86%] [added: 3.01%] for [removed: 2021, down 36] [added: the year ended December 31, 2022, up 15] basis points compared to the prior year.

The TE yield on the total loan portfolio for [removed: 2021] [added: 2022] was [removed: 3.95%, down 38] [added: 4.36%, up 41] basis points.

The TE yield on the average securities portfolio was [removed: 1.50%, down 59] [added: 1.88%, up 38] basis points.

The average cost of interest-bearing deposits was [removed: 0.06%, down 26] [added: 0.42%, up 36] basis points.

The average cost of long-term debt was [removed: 1.53%, down 22] [added: 2.31%, up 78] basis points.

The average cost of total deposits was [removed: 0.04%, down 18] [added: 0.27%, up 23] basis points.

The provision for credit losses was [removed: a benefit of $813] [added: $777] million, compared to a [removed: cost] [added: benefit] of [removed: $2.3 billion] [added: $813 million] for the prior year.

Net charge-offs were [removed: $697] [added: $823] million, compared to [removed: $1.1 billion] [added: $697 million] for the prior year.

Asset quality ratios were relatively stable at December 31, [removed: 2021] [added: 2022] compared to the prior year, reflecting Truist’s prudent risk [removed: culture, portfolio diversification, improving economic conditions,] [added: culture] and [removed: the ongoing effects of government stimulus.][added: portfolio diversification.]

The ratio of the ALLL to net charge-offs was [removed: 6.36X] [added: 5.32X] for [removed: 2021,] [added: 2022,] compared to [removed: 5.21X] [added: 6.36X] in [removed: 2020, reflecting lower net charge-offs.][added: 2021.]

Noninterest [removed: income increased $411] [added: expense decreased $527] million, or [removed: 4.6%,] [added: 3.5%,] compared to the prior year.

Total liabilities at December 31, [removed: 2021] [added: 2022] were [removed: $472.0] [added: $494.7] billion, an increase of [removed: $33.7 billion] [added: $22.7 billion, or 4.8%,] from the prior year, reflecting an increase of [removed: $35.4] [added: $18.1] billion in [removed: deposits,] [added: short-term borrowings and an increase of $7.3 billion, or 20%, in long-term debt,] partially offset by a decrease of [removed: $3.7 billion] [added: $3.0 billion, or 0.7%,] in [removed: long-term debt.][added: deposits.]

As of December 31, [removed: 2021,] [added: 2022,] the CET1 ratio was [removed: 9.6%] [added: 9.0%] and the average LCR was [removed: 114%.][added: 112%.]

Truist increased the quarterly common dividend [removed: 7%] [added: 8%] during the year and declared total common dividends of [removed: $1.86] [added: $2.00] per share during [removed: 2021.][added: 2022.]

The dividend payout ratio for [removed: 2021] [added: 2022] was [removed: 41%] [added: 45%] compared to [removed: 58%] [added: 41%] for the prior year.

The total payout ratio for [removed: 2021] [added: 2022] was [removed: 68%] [added: 49%] compared to [removed: 58%] [added: 68%] for the prior [removed: year, reflecting the resumption of share repurchases.][added: year.]

A description of certain factors that may affect our future results and risk factors is set forth in Part I, Item 1A-Risk Factors of this report.

This year was a strategic turning point for Truist as we began to shift our focus to executional excellence and purposeful growth.

Results for 2022 were solid, reflecting post-integration momentum and progress in many areas.

Robust loan growth, significant margin expansion, and good cost discipline contributed to our strong performance.

Credit quality remains strong reflecting our conservative credit culture and diverse business mix.

We also delivered on our commitment to achieve positive operating leverage for the full-year 2022.

We showed care for our teammates with a bold increase in our minimum wage; created new ways to meet clients’ needs through initiatives like Truist One Banking and enhanced digital offerings like Truist Assist, Truist Invest Pro, and Truist Trade; and supported our communities, including introducing a $120 million commitment to small businesses.

In addition, we exceeded our $60 billion Community Benefits Plan commitment that we established at the time of the Merger.

We continued to have strong momentum during the year with regards to other environmental, social and governance initiatives that we have undertaken.

With 17.2% of senior leadership roles being held by ethnically diverse teammates, we have exceeded our original goal and we aspire for continued growth in this area, and surpassed our goal of 10% spend with diverse suppliers in 2022.

Truist was ranked 5th overall within the JUST 100 list and recognized as one of Fortune Magazine’s Most Admired Companies.

Truist maintained strong capital and liquidity in 2022 and made a number of strategic investments to deploy capital and expand on its businesses.

During 2022, Truist made the following acquisitions:

- BankDirect Capital Finance, the insurance premium finance unit of Texas Capital Bancshares, which resulted in the addition of approximately $3.1 billion of loans;

- BenefitMall, one of the nation’s leading benefit wholesale general insurance agencies, to broaden the selection of products and services offered by IH’s wholesale insurance broker;

- Kensington Vanguard National Land Services, one of the largest independent full-service national title insurance agencies, to expand IH’s presence in the title insurance market; and

- A noncontrolling equity interest in SunTrust Merchant Services, LLC, in exchange for the rights to certain merchant banking relationships, including relationships previously referred by Truist to SunTrust Merchant Services, LLC.

Additionally, the 2022 results include a gain on the redemption of noncontrolling equity interest of $74 million ($57 million after-tax) related to the acquisition of certain merchant services relationships, a gain on the early extinguishment of long-term debt of $39 million ($30 million after-tax), partially offset by net losses on the sales of securities of $71 million ($54 million after-tax).

Net interest income on a TE basis was $14.5 billion, an increase of $1.3 billion primarily due to higher market interest rates coupled with strong loan growth and well controlled deposit costs.

These increases were partially offset by lower purchase accounting accretion and lower PPP revenue.

Average earning assets increased $22.3 billion, or 4.9%, compared to the earlier year.

The increase in average earning assets reflects a $13.4 billion, or 4.6%, increase in average outstanding loans and a $7.8 billion, or 5.6%, increase in average securities.

Average deposits increased $19.7 billion, or 4.9%, and average short-term borrowings increased $8.8 billion, or 142%, partially offset by a decrease in average long-term debt of $3.2 billion, or 8.7%, compared to the earlier year.

Noninterest income for 2022 decreased $571 million compared to 2021 primarily due to lower investment banking and mortgage banking income, partially offset by growth in insurance revenues.

NIM was 3.01% for 2022, up 15 basis points compared to the prior year primarily due to higher market interest rates and well controlled deposit costs.

The growth in NIM was negatively impacted by lower purchase accounting accretion, which benefited NIM by 13 basis points in 2022 compared to 26 basis points in 2021.

The increases in rates on assets and liabilities reflects the rising rate environment during 2022.

The current year reflects strong loan growth and a moderate decline in the ALLL ratio, whereas the prior year included reserve releases due to the improving economic environment during that period.

Excluding the aforementioned items and the impact of amortization expense for intangibles, noninterest expense increased $380 million, or 3.0%, driven by higher professional fees, operational losses, expenses related to acquired companies and marketing expenses, partially offset by lower occupancy and equipment expenses.

The provision for income taxes was $1.4 billion for 2022, compared to $1.6 billion to 2021.

The effective tax rate for 2022 was 18.3%, compared to 19.5% for the prior year.

The decrease in the effective tax rate was primarily driven by higher favorable permanent tax items and an increase in discrete tax benefits.

Truist’s total assets at December 31, 2022 were $555.3 billion, an increase of $14.0 billion, or 2.6%, compared to December 31, 2021.

Total loans and leases at December 31, 2022, were $327.4 billion, an increase of $33.1 billion, or 11% compared with December 31, 2021.

The increase in loans reflects strong production during the year across most industry verticals and product groups in the commercial and industrial portfolio, as well as growth in the majority of the consumer portfolios.

Truist’s total investment securities portfolio declined $25.1 billion, or 16%, as paydowns and maturities were reinvested in the loan portfolio and the fair value of the AFS portfolio declined due to the rising rate environment.

In the first quarter of 2022, Truist transferred $59.4 billion of AFS securities to HTM as the Company continues to execute upon its asset-liability management strategies.

Nonperforming loans and leases held for investment were 0.36% of loans and leases held for investment at December 31, 2022, down two basis points compared to December 31, 2021.

The ALLL ratio was 1.34% compared to 1.53% for prior year.

The 60 basis point decline in the CET1 ratio compared to December 31, 2021 primarily reflects strong loan growth, acquisitions, and the impact from the phase-in of the CECL transition relief.

Truist financial performance in 2021 was solid, highlighted by strong performances from investment banking, insurance, wealth and card and payment related fees, and positive trends in a number of other businesses given improving economic conditions.

Improving economic conditions also led to a strong credit performance and a benefit from the provision for credit losses.

Truist achieved its fourth quarter 2021 net cost saves target and continues to reaffirm its commitment to achieving $1.6 billion in net cost saves on a run rate basis by the fourth quarter of 2022.

Truist also continues to closely monitor the COVID-19 pandemic and its effects on stakeholders and the financial markets, and is actively supporting teammates, clients, and communities.

Truist formed a Together Safely Committee focused on developing new working models in a post-pandemic era.

Further, Truist continued to activate its Integrated Relationship Management approach, which is designed to deepen client relationships and bring the full breadth and depth of Truist’s products and services to meet clients’ financial needs.

As we enter 2022 and shift priorities, aiming past systems integrations and the pandemic, Truist is well positioned for purposeful growth.

Executive Leadership Changes

Truist made several Executive Leadership changes during 2021 as we continued to execute on the strategy first agreed upon in the Merger.

In September 2021, Kelly S.

King, transitioned to the role of Executive Chairman, and William H.

Rogers, Jr. became the CEO of Truist.

There were other changes to Truist’s Executive Leadership team that included the addition of John M.

Howard, as Chief Insurance Officer, the appointment of Hugh S.

Cummins III as Vice Chair, and the retirement of Christopher L.

Henson, Head of Banking and Insurance.

The members of the Executive Leadership team as of December 31, 2021 are detailed in the Executive Officers table within Item 1 “Business.”

In January 2022, Truist appointed Denise M.

DeMaio as Chief Audit Officer, effective February 28, 2022.

Denise will join the Executive leadership team and will lead Truist's internal audit function and provide counsel to senior management on emerging risk trends from the vantage points of governance, processes, technologies and reporting.

Integration Efforts

Major milestones during 2021 and early 2022 include:

- Made critical progress on core bank conversions, including migrating heritage BB&T clients to the Truist ecosystem in October.

We recently completed the core bank conversion in February 2022 for heritage SunTrust clients.

- Completed the Wealth brokerage and trust transitions and the mortgage systems transition.

- Introduced the new Truist digital app for Truist retail, wealth, and small business commercial clients.

- Launched new Truist.com and Truist Digital Commerce platform offering Truist‑branded products in a goal-based, mobile-optimized experience.

ESG Efforts

*Supporting Clients*

Truist is committed to investing in and serving all clients, no matter where they are in their financial journey.

Some of the ways we are helping clients include:

- In January 2022, Truist announced a first-of-its-kind approach to the checking account experience, designed to address clients’ direct feedback, which will be available to clients beginning in the summer of 2022.

The Truist One checking account features will include: no overdraft fees; a $100 negative balance buffer for qualifying clients; an easily accessible, deposit-based line of credit of up to $750; and premium rewards that instantly recognize relationships and honor loyalty.

In addition, Truist will offer an alternative checking account product created for clients who are new to credit and want simplicity and control without overdraft fees.

This will help clients avoid high fees from check-cashing and payday lenders, bring many more households into mainstream banking, and create a pathway to upgrade to Truist One.

- Increased access to financial education for Truist’s clients through a partnership with Operation HOPE.

- Partnering with the Bank Policy Institute to publish the Child Tax Credit Toolkit and promoting Child Tax Credit expansion awareness with modules on all digital financial education platforms.

- Truist continues to work closely with clients as they navigate through the continuing challenges from the COVID-19 pandemic.

Truist ranked as the fourth largest PPP lender amongst commercial banks overall.

*Supporting Teammates*

[removed: Formed by the historic merger of equals of BB&T and SunTrust,] Truist has leading market share in many high-growth markets in the country.

Truist Bank provides a wide range of banking and trust services for clients through [removed: 2,517] [added: 2,123] offices as of December 31, [removed: 2021] [added: 2022] and its digital platform.

| | | | Consumer finance | | | | | | Commercial [removed: finance] [added: lending] | | |

| | | | Home mortgage lending | | | | | | [removed: Floor plan lending] [added: Derivatives] | | |

| | | | Investment brokerage services | | | | | | [removed: Institutional trust services] [added: Insurance] | | |

| | | | Mobile/online banking | | | | | | Insurance [added: premium finance] | | |

| | | | Point-of-sale lending | | | | | | [removed: International] [added: Investment] banking [added: and capital markets services] | | |

| | | | Small business lending | | | | | | [removed: Leasing] [added: Merchant services] | | |

| | | | Wealth management/private banking | | | | | | [removed: Mortgage warehouse lending] [added: Payment solutions] | | |

| | | | [added: Payment solutions] | | | | | | [removed: Payment solutions] [added: International banking] | | |

| Florida | | | | | | [removed: 22] [added: 23] | | % | | | | 3rd | | | | | | [removed: 572] [added: 472] | | |

| Georgia | | | | | | 19 | | | | | | 1st | | | | | | [removed: 288] [added: 222] | | |

| Virginia | | | | | | 15 | | | | | | 2nd | | | | | | [removed: 365] [added: 286] | | |

| North Carolina (1) | | | | | | [removed: 14] [added: 13] | | | | | | 1st | | | | | | [removed: 348] [added: 297] | | |

| Maryland | | | | | | [removed: 6] [added: 7] | | | | | | 3rd | | | | | | [removed: 208] [added: 155] | | |

| Pennsylvania | | | | | | [removed: 5] [added: 4] | | | | | | [removed: 9th] [added: 8th] | | | | | | 157 | | |

| South Carolina | | | | | | 4 | | | | | | 3rd | | | | | | [removed: 112] [added: 99] | | |

| Kentucky | | | | | | 2 | | | | | | 4th | | | | | | [removed: 62] [added: 61] | | |

| Washington, D.C. | | | | | | 2 | | | | | | 5th | | | | | | [removed: 27] [added: 24] | | |

| New Jersey | | | | | | 1 | | | | | | [removed: 19th] [added: 25th] | | | | | | 23 | | |

| Other states | | | | | | NA | | | | | | NA | | | | | | [removed: 8] [added: 6] | | |

(2)Source: FDIC.gov data as of June 30, [removed: 2021.][added: 2022.]

[removed: (3)As] [added: (1)Source: EEO-1 data as] of December 31, 2021.

Management believes that Truist’s [removed: community bank] [added: client-first] approach [removed: to providing client service] is a competitive advantage that strengthens the Company’s ability to effectively provide financial products and services to businesses and individuals in its markets.

In addition, management has made significant investments in recent years to develop [removed: its] [added: Truist’s] digital platform and believes that its mobile and online applications are highly competitive in meeting [removed: clients'] [added: clients’] expectations.

- the merger or acquisition must be strategically [removed: attractive;][added: attractive in that it:]

The scope of the laws and regulations, and the intensity of the supervision to which Truist is subject have increased in recent years, initially in response to the financial crisis, and more recently in light of other factors, including technological factors, market changes, [removed: climate,] [added: climate change concerns,] as well as increased scrutiny and possible denials of bank mergers and acquisitions by federal bank regulators.

Truist and certain of its subsidiaries and affiliates, including those that engage in derivatives transactions, securities underwriting, market making, brokerage, investment advisory, and insurance activities, are subject to other federal and state laws and regulations, as well as supervision and examination by other federal and state regulatory agencies and other regulatory authorities, including the SEC, CFTC, FINRA, and [removed: the NYSE.][added: NFA.]

These regulatory agencies generally have broad enforcement authority and discretion to impose restrictions and limitations on the operations of a regulated entity, including the imposition of substantial monetary penalties and nonmonetary requirements against a regulated entity where the relevant agency determines that the operations of the regulated entity or any of its subsidiaries fail to comply with applicable laws or regulations, are conducted in an unsafe or unsound manner, or represent an [removed: unfair] [added: unfair, deceptive,] or [removed: deceptive] [added: abusive] act or practice.

Truist has elected to be treated as [removed: a] [added: an] FHC, which allows it to engage in a broader range of activities than would otherwise be permissible for a BHC, including activities that are financial in nature or incidental thereto, such as securities underwriting or merchant banking.

In order to maintain its status as [removed: a] [added: an] FHC, Truist and its affiliated IDI must be well-capitalized and well-managed and Truist Bank must have at least a satisfactory CRA rating.

If the FRB determines that a FHC is not well-capitalized or well-managed, the FRB may impose corrective capital and managerial requirements on the [removed: FHC,] [added: FHC] and may place limitations on its ability to conduct certain business activities that FHCs are generally permitted to conduct and its ability to make certain acquisitions.

If the failure to meet these standards persists, a FHC may be required to divest its IDI [removed: subsidiaries,] [added: subsidiaries] or cease all activities other than those activities that may be conducted by BHCs that are not FHCs.

As such, Truist is subject to more stringent liquidity and capital requirements, leverage limits, stress testing, [added: single-counterparty credit limits,] resolution planning and risk management standards than those applicable to smaller institutions.

Under the Tailoring Rules, Truist is subject to the standards applicable to Category III banking organizations, which generally include [removed: bank holding companies] [added: BHCs] with greater than $250 billion, but less than $700 billion, in total consolidated assets and less than $75 billion in certain risk-related exposures.

As a Category III banking organization, Truist is required to submit [added: to the FRB and FDIC] a resolution plan every three [removed: years.][added: years with submissions alternating between a full resolution plan and a targeted resolution plan.]

Truist submitted its inaugural resolution plan to the FRB and FDIC in September [removed: 2021, which is currently under review.][added: 2021.]

In addition, Truist [removed: Bank] [added: Bank, as an IDI,] is required by [removed: an] FDIC regulation to file a separate bank level resolution plan [removed: although that requirement has been paused since 2018.][added: every three years.]

During 2021, Truist Bank was informed by the FDIC that its next resolution plan [removed: will be] [added: was] due on or before December 1, 2022.

Truist and Truist Bank are subject to certain risk-based [removed: capital] and leverage [added: capital] ratio requirements established by the FRB, for Truist, and by the FDIC, for Truist Bank.

| | | | Home equity and other direct retail lending | | | | | | Floor plan lending | | |

| | | | Insurance | | | | | | Institutional trust services | | |

| | | | Retail and small business deposit products | | | | | | Leasing | | |

| | | | Student lending | | | | | | Mortgage warehouse lending | | |

| Tennessee | | | | | | 5 | | | | | | 4th | | | | | | 108 | | |

| Texas | | | | | | 2 | | | | | | 22nd | | | | | | 106 | | |

| Alabama | | | | | | 1 | | | | | | 7th | | | | | | 59 | | |

(3)As of December 31, 2022.

The Company operates a diverse set of business lines nationally, with strong market shares concentrated in high growth markets in the Southeast and Mid-Atlantic regions.

Truist will continue to pursue strategic mergers and acquisitions to enhance growth, when market conditions, business objectives, profitability, and market share considerations align to create favorable opportunities.

Such opportunities might include insurance agencies, financial services businesses that strengthen Truist’s capabilities, and banks that enhance Truist’s market position.

◦enhances scale and increases revenue via expanded markets and/or products;

◦improves the client experience; and

◦solidifies Truist’s position within the future of banking;

On September 30, 2022, the FRB and FDIC announced that they did not identify any shortcomings or deficiencies in Truist’s resolution plan.

On the same date, the FRB and FDIC also announced that they intend to issue guidance to assist Category II and Category III banking organizations in further developing their resolution plans, in advance of the next round of resolution plans due on July 1, 2024.

Truist Bank submitted its inaugural IDI resolution plan to the FDIC in November 2022, which is currently under review.

Under the FRB’s capital framework for BHCs, Truist is subject to capital requirements, including the SCB, that are determined from the supervisory stress test results.

In September 2022, the FRB, FDIC, and OCC announced that they are developing a joint proposed rule to implement enhanced regulatory capital standards that align with those included in the Basel III Rules and plan to seek public input on the new capital standards as soon as possible.

In 2020, the U.S. banking agencies adopted a final rule that permitted banking organizations to elect to delay temporarily the implementation of CECL until January 2022 and subsequently to phase in the effects of CECL on regulatory capital through January 2025, which Truist elected to use.

In March 2022, the FDIC requested information and public input on all aspects of the existing regulatory framework that applies to bank merger transactions.

This plan did not include an increase in the deposit insurance assessment rate.

Based on the FDIC’s recent projections, however, the FDIC determined that the DIF reserve ratio is at risk of not reaching the statutory minimum by the statutory deadline of September 30, 2028 without increasing the deposit insurance assessment rates.

In October 2022, the FDIC adopted a final rule to increase initial base deposit insurance assessment rate schedules uniformly by 2 basis points, beginning on January 1, 2023.

This rule is expected to increase Truist’s regulatory premiums by approximately $100 million annually.

The FDIC also concurrently maintained the Designated Reserve Ratio for the DIF at 2%.

In June 2022, the FRB, FDIC, and OCC issued a joint proposal to amend their regulations implementing the CRA.

The proposed rules would materially revise the current CRA framework, including new assessment area requirements, new methods of calculating credit for lending, investment and service activities, and additional data collection and reporting requirements.

The proposed rule included analysis indicating a significant increase in the thresholds for large banks to receive “Outstanding” ratings in the future.

The NFA is the primary self-regulatory organization for Truist’s swap dealer.

Truist is subject to certain enhanced deposit insurance recordkeeping requirements adopted by the FDIC.

Tax Regulation

On August 16, 2022, the U.S. Inflation Reduction Act of 2022 was signed into law effective for tax years beginning after December 31, 2022.

The Company continues to analyze the impacts of the Inflation Reduction Act on its future results of operations but does not currently expect that the Inflation Reduction Act will have a material impact on its financial statements.

Truist works as One Team—unified by its purpose, mission, and values—to deliver real care by meeting clients’ needs, uplifting communities, and empowering teammates.

| Full-Time | | | 52,848 | | | | | | 95.9 | | % |

| Part-Time | | | 2,278 | | | | | | 4.1 | | |

DEI is instrumental to and embedded across our business.

Truist has a dedicated DEI Office that oversees the company’s DEI strategy, objectives, and shared execution across the enterprise.

Teammate diversity continues to be a leading priority for Truist.

| | | | Home equity lending | | | | | | Commercial lending | | |

| | | | Insurance | | | | | | Debt and equity derivative services | | |

| | | | Payment solutions | | | | | | Insurance premium finance | | |

| | | | Retail deposit products | | | | | | Investment banking and capital markets services | | |

| | | | Student lending | | | | | | Merchant services | | |

| Tennessee | | | | | | 5 | | | | | | 5th | | | | | | 130 | | |

| Texas | | | | | | 2 | | | | | | 18th | | | | | | 102 | | |

| Alabama | | | | | | 1 | | | | | | 6th | | | | | | 67 | | |

Truist’s growth in business, profitability, and market share has historically been enhanced by strategic mergers and acquisitions.

Truist will assess future opportunities, based on geography and market conditions, and may, among other possibilities, pursue economically advantageous acquisitions of banks, insurance agencies, certain lending businesses, and fee income generating financial services businesses.

Truist became subject to the FRB's single-counterparty credit limit rule as of July 1, 2020, and is subject to a limit of 25% of Tier 1 capital for aggregate net credit exposures, including exposure resulting from, among other transactions, extensions of credit, repurchase and reverse repurchase transactions, investments in securities and derivative transactions, to any other unaffiliated counterparty.

Later resolution plans under this rule will alternate between full resolution plans and targeted resolution plans.

Truist Bank will be required to submit a bank-level resolution plan every three years.

The FDIC also clarified the content requirements of the next resolution plan that Truist Bank is required to submit.

In October 2019, the federal banking regulators adopted rules that revised the criteria for determining the applicability of regulatory capital and liquidity requirements for large U.S. banking organizations, including Truist and Truist Bank, and that tailored the application of the FRB's enhanced prudential standards to large banking organizations.

Under these rules, Truist and Truist Bank are subject to the standards applicable to "Category III" banking organizations.

In March 2020, the FRB adopted a final rule that integrates its annual capital planning and stress testing requirements with existing regulatory capital requirements.

For risk-based capital requirements for certain large BHCs, including Truist, the SCB replaced the capital conservation buffer, which was required to be met in order to avoid limitations on capital distributions, including dividends and repurchases of any Tier 1 capital instrument, such as common and qualifying preferred stock, and certain discretionary incentive compensation payments.

In response to the COVID-19 pandemic, the FRB adopted a rule that temporarily changed the supplementary leverage ratio to exclude U.S. Treasury securities and deposits at Federal Reserve Banks from the calculation of a firm's leverage exposure, which expired March 31, 2021 and previously benefited Truist’s supplementary leverage ratio by approximately 20 basis points.

The FRB announced plans to invite public comment on several potential supplementary leverage ratio modifications to ensure that the supplementary leverage ratio remains effective in an environment of higher reserves, though such proposal has not been published as of the date of this report.

In 2020, the U.S. banking agencies adopted a final rule that permits banking organizations that implement CECL before the end of 2020 to elect to follow the three-year transition available under the prior rule or a new five-year transition to phase in the effects of CECL on regulatory capital.

Truist has elected to use the five-year transition to phase in the impacts of CECL on regulatory capital.

The U.S. banking agencies have adopted a final rule altering the definition of eligible retained income.

Under the final rule, eligible retained income is the greater of a firm's (i) net income for the four preceding calendar quarters, net of any distributions and associated tax effects not already reflected in net income, and (ii) average net income over the preceding four quarters.

This definition applies with respect to all of Truist’s capital requirements.

As of September 30, 2021, the DIF reserve ratio was 1.27%.

The FDIC's restoration plan projects the reserve ratio to exceed 1.35% without increasing the deposit insurance assessment rate, subject to ongoing monitoring over the next eight years.

The FDIC could increase the deposit insurance assessments for certain insured depository institutions, including Truist Bank, if the DIF reserve ratio is not restored as projected.

During November 2019, SunTrust Bank entered into a consent order with the FRB, relating to certain identified legacy compliance issues, and requiring certain remediation actions and the verification of such actions regarding the identified issues.

In June 2021, the FDIC terminated this consent order.

Refer to the “Executive Overview” section in MD&A for additional information on the new program.

In June 2020, the regulatory agencies charged with implementing the Volcker Rule finalized amendments to the Volcker Rule's restrictions on ownership interests in and relationships with covered funds.

Among other things, these amendments permit banking entities to have relationships with and offer additional financial services to additional types of funds and investment vehicles.

These requirements are not expected to have a material impact on Truist’s consolidated financial position, results of operations, or cash flows.

The variation margin requirements are currently in effect and the initial margin requirements are phasing in over a period of six years and will be fully phased-in on September 1, 2022, depending on the level of derivatives activity of the swap dealer and the relevant counterparty.

In June 2019, the SEC finalized Regulation Best Interest, which imposes a new standard of conduct on SEC-registered broker-dealers when making recommendations to retail customers.

In addition, the SEC finalized a new summary disclosure form that broker-dealers and investment advisers must provide to retail customers.

Truist’s broker-dealer and investment adviser subsidiaries were required to comply with these requirements, as applicable, as of June 2020.

Compliance with the rule was originally required by April 1, 2020.

Truist became subject to the rules related to recordkeeping requirements and timely deposit insurance as of April 1, 2021, under the optional one-year extension.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

At January 31, [removed: 2022,] [added: 2023,] the Company had [removed: 1,328,120,453] [added: 1,327,909,982] shares of its common stock, $5 par value, outstanding.

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of voting stock held by nonaffiliates of the Company was approximately [removed: $73.9] [added: $62.7] billion.

Documents incorporated by reference: Portions of the definitive proxy statement relating to the [removed: registrant's 2022] [added: registrant’s 2023] annual meeting of stockholders are incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III.

| | | | | | | Glossary of Defined Terms | | | [removed: [1](#i73eaf44e4d8f423a81f19d3796f0f2d0_16)] [added: [1](#id4cd8c88a205496e83a8121fe08b1036_16)] | | | | | |

| | | | | | | Forward-Looking Statements | | | [removed: [3](#i73eaf44e4d8f423a81f19d3796f0f2d0_19)] [added: [3](#id4cd8c88a205496e83a8121fe08b1036_19)] | | | | | |

| Item 1 | | | | | | Business | | | [removed: [4](#i73eaf44e4d8f423a81f19d3796f0f2d0_526)] [added: [4](#id4cd8c88a205496e83a8121fe08b1036_25)] | | | | | |

| Item 1A | | | | | | Risk Factors | | | [removed: [19](#i73eaf44e4d8f423a81f19d3796f0f2d0_529)] [added: [18](#id4cd8c88a205496e83a8121fe08b1036_28)] | | | | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| December 31, 2022 | | | | | | | | | | | | | | |

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| December 31, 2021 | | | | | | | | | | | | | | |

| Item 2 | | | | | | Properties | | | [removed: [36](#i73eaf44e4d8f423a81f19d3796f0f2d0_535)] [added: [36](#id4cd8c88a205496e83a8121fe08b1036_34)] | | | | | |

| Item 3 | | | | | | Legal Proceedings (see Note 16) | | | [removed: [121](#i73eaf44e4d8f423a81f19d3796f0f2d0_172)] [added: [121](#id4cd8c88a205496e83a8121fe08b1036_190)] | | | | | |

| Item 5 | | | | | | Market for [removed: Registrant's] [added: Registrant’s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [36](#i73eaf44e4d8f423a81f19d3796f0f2d0_538)] [added: [37](#id4cd8c88a205496e83a8121fe08b1036_37)] | | | | | |

[removed: | Item 7 | | | | | | Management's] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations | | | [39](#i73eaf44e4d8f423a81f19d3796f0f2d0_241) | | | | | |][added: Operations]

| Item 7A | | | | | | Quantitative and Qualitative Disclosures About Market Risk (see Market [removed: Risk Management)] [added: Risk)] | | | [removed: [64](#i73eaf44e4d8f423a81f19d3796f0f2d0_466)] [added: [64](#id4cd8c88a205496e83a8121fe08b1036_475)] | | | | | |

| | | | | | | Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID :] [added: ID:] 238) | | | [removed: [80](#i73eaf44e4d8f423a81f19d3796f0f2d0_28)] [added: [81](#id4cd8c88a205496e83a8121fe08b1036_46)] | | | | | |

| | | | | | | Consolidated Balance Sheets | | | [removed: [82](#i73eaf44e4d8f423a81f19d3796f0f2d0_31)] [added: [83](#id4cd8c88a205496e83a8121fe08b1036_49)] | | | | | |

| | | | | | | Consolidated Statements of Income | | | [removed: [83](#i73eaf44e4d8f423a81f19d3796f0f2d0_37)] [added: [84](#id4cd8c88a205496e83a8121fe08b1036_55)] | | | | | |

| | | | | | | Consolidated Statements of Comprehensive Income | | | [removed: [84](#i73eaf44e4d8f423a81f19d3796f0f2d0_40)] [added: [85](#id4cd8c88a205496e83a8121fe08b1036_58)] | | | | | |

| | | | | | | Consolidated Statements of Changes in [removed: Shareholders'] [added: Shareholders’] Equity | | | [removed: [85](#i73eaf44e4d8f423a81f19d3796f0f2d0_43)] [added: [86](#id4cd8c88a205496e83a8121fe08b1036_61)] | | | | | |

| | | | | | | Consolidated Statements of Cash Flows | | | [removed: [86](#i73eaf44e4d8f423a81f19d3796f0f2d0_49)] [added: [87](#id4cd8c88a205496e83a8121fe08b1036_67)] | | | | | |

| | | | | | | Note 1. Basis of Presentation | | | [removed: [87](#i73eaf44e4d8f423a81f19d3796f0f2d0_55)] [added: [88](#id4cd8c88a205496e83a8121fe08b1036_73)] | | | | | |

| | | | | | | Note 2. Business Combinations | | | [removed: [100](#i73eaf44e4d8f423a81f19d3796f0f2d0_70)] [added: [102](#id4cd8c88a205496e83a8121fe08b1036_88)] | | | | | |

| | | | | | | Note 3. Securities Financing Activities | | | [removed: [101](#i73eaf44e4d8f423a81f19d3796f0f2d0_79)] [added: [102](#id4cd8c88a205496e83a8121fe08b1036_97)] | | | | | |

| | | | | | | Note 5. Loans and ACL | | | [removed: [103](#i73eaf44e4d8f423a81f19d3796f0f2d0_88)] [added: [105](#id4cd8c88a205496e83a8121fe08b1036_106)] | | | | | |

| | | | | | | Note 6. Premises and Equipment | | | [removed: [109](#i73eaf44e4d8f423a81f19d3796f0f2d0_94)] [added: [111](#id4cd8c88a205496e83a8121fe08b1036_112)] | | | | | |

| | | | | | | Note 7. Goodwill and Other Intangible Assets | | | [removed: [109](#i73eaf44e4d8f423a81f19d3796f0f2d0_97)] [added: [111](#id4cd8c88a205496e83a8121fe08b1036_115)] | | | | | |

| | | | | | | Note 9. Other Assets and Liabilities | | | [removed: [111](#i73eaf44e4d8f423a81f19d3796f0f2d0_112)] [added: [113](#id4cd8c88a205496e83a8121fe08b1036_130)] | | | | | |

| | | | | | | Note 12. Shareholders’ Equity | | | [removed: [113](#i73eaf44e4d8f423a81f19d3796f0f2d0_130)] [added: [115](#id4cd8c88a205496e83a8121fe08b1036_148)] | | | | | |

| | | | | | | Note 14. Income Taxes | | | [removed: [116](#i73eaf44e4d8f423a81f19d3796f0f2d0_142)] [added: [117](#id4cd8c88a205496e83a8121fe08b1036_160)] | | | | | |

| | | | | | | Note 15. Benefit Plans | | | [removed: [118](#i73eaf44e4d8f423a81f19d3796f0f2d0_160)] [added: [118](#id4cd8c88a205496e83a8121fe08b1036_178)] | | | | | |

| | | | | | | Note 16. Commitments and Contingencies | | | [removed: [121](#i73eaf44e4d8f423a81f19d3796f0f2d0_172)] [added: [121](#id4cd8c88a205496e83a8121fe08b1036_190)] | | | | | |

| | | | | | | Note 17. Regulatory Requirements and Other Restrictions | | | [removed: [125](#i73eaf44e4d8f423a81f19d3796f0f2d0_199)] [added: [126](#id4cd8c88a205496e83a8121fe08b1036_217)] | | | | | |

| | | | | | | Note 18. Fair Value Disclosures | | | [removed: [126](#i73eaf44e4d8f423a81f19d3796f0f2d0_202)] [added: [127](#id4cd8c88a205496e83a8121fe08b1036_220)] | | | | | |

| | | | | | | Note 19. Derivative Financial Instruments | | | [removed: [131](#i73eaf44e4d8f423a81f19d3796f0f2d0_211)] [added: [132](#id4cd8c88a205496e83a8121fe08b1036_229)] | | | | | |

| | | | | | | Note 20. Computation of EPS | | | [removed: [135](#i73eaf44e4d8f423a81f19d3796f0f2d0_217)] [added: [136](#id4cd8c88a205496e83a8121fe08b1036_235)] | | | | | |

| | | | | | | Note 21. Operating Segments | | | [removed: [136](#i73eaf44e4d8f423a81f19d3796f0f2d0_220)] [added: [136](#id4cd8c88a205496e83a8121fe08b1036_238)] | | | | | |

| | | | | | | Note 22. Parent Company Financial Information | | | [removed: [139](#i73eaf44e4d8f423a81f19d3796f0f2d0_235)] [added: [140](#id4cd8c88a205496e83a8121fe08b1036_253)] | | | | | |

Item 7.

| | | | | | | Executive Overview | | | [40](#id4cd8c88a205496e83a8121fe08b1036_265) | | | | | |

| | | | | | | Analysis of Results of Operations | | | [43](#id4cd8c88a205496e83a8121fe08b1036_280) | | | | | |

| | | | | | | Analysis of Financial Condition | | | [49](#id4cd8c88a205496e83a8121fe08b1036_370) | | | | | |

| | | | | | | Risk Management | | | [62](#id4cd8c88a205496e83a8121fe08b1036_466) | | | | | |

| | | | | | | Liquidity | | | [72](#id4cd8c88a205496e83a8121fe08b1036_493) | | | | | |

| | | | | | | Capital | | | [74](#id4cd8c88a205496e83a8121fe08b1036_502) | | | | | |

| | | | | | | Note 4. Investment Securities | | | [103](#id4cd8c88a205496e83a8121fe08b1036_100) | | | | | |

| | | | | | | Note 8. Loan Servicing | | | [112](#id4cd8c88a205496e83a8121fe08b1036_127) | | | | | |

| | | | | | | Note 10. Deposits | | | [114](#id4cd8c88a205496e83a8121fe08b1036_136) | | | | | |

| | | | | | | Note 11. Borrowings | | | [114](#id4cd8c88a205496e83a8121fe08b1036_139) | | | | | |

| | | | | | | Note 13. AOCI | | | [116](#id4cd8c88a205496e83a8121fe08b1036_157) | | | | | |

| | | | | | | Note 23. Subsequent Events | | | [141](#id4cd8c88a205496e83a8121fe08b1036_256) | | | | | |

| | | | | | | Note 4. Investment Securities | | | [101](#i73eaf44e4d8f423a81f19d3796f0f2d0_82) | | | | | |

| | | | | | | Note 8. Loan Servicing | | | [110](#i73eaf44e4d8f423a81f19d3796f0f2d0_109) | | | | | |

| | | | | | | Note 10. Deposits | | | [112](#i73eaf44e4d8f423a81f19d3796f0f2d0_118) | | | | | |

| | | | | | | Note 11. Borrowings | | | [112](#i73eaf44e4d8f423a81f19d3796f0f2d0_121) | | | | | |

| | | | | | | Note 13. AOCI | | | [115](#i73eaf44e4d8f423a81f19d3796f0f2d0_139) | | | | | |

| | | | | | | | | | | | | | | |

| Item 9A | | | | | | Controls and Procedures | | | [removed: [141](#i73eaf44e4d8f423a81f19d3796f0f2d0_544)] [added: [142](#id4cd8c88a205496e83a8121fe08b1036_532)] | | | | | |

| | | | | | | Exhibits | | | [143](#id4cd8c88a205496e83a8121fe08b1036_547) | | | | | |

| | | | | | | Exhibits | | | [142](#i73eaf44e4d8f423a81f19d3796f0f2d0_562) | | | | | |

| * | | | | | | For information regarding executive officers, refer to [removed: "Executive Officers"] [added: “Executive Officers”] in Part I. The other information required by Item 10 is incorporated herein by reference to the information that appears under the headings [removed: "Nominees] [added: “Nominees] for Election as Directors for a One-Year Term Expiring in [removed: 2023," "Nominating] [added: 2024,” “Nominating] and Governance Committee Director [removed: Nominations," "Ethics] [added: Nominations,” “Ethics] at [removed: Truist," "Corporate] [added: Truist,” “Corporate] Governance [removed: Guidelines," "Audit] [added: Guidelines,” “Audit] Committee [removed: Report"] [added: Report”] and [removed: "Audit Committee"] [added: “Audit Committee”] in the [removed: Registrant's] [added: Registrant’s] Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders. The information required by Item 11 is incorporated herein by reference to the information that appears under the headings [removed: "Compensation] [added: “Compensation] Discussion and [removed: Analysis," "Compensation] [added: Analysis,” “Compensation] of Executive [removed: Officers," "Compensation] [added: Officers,” “Compensation] and Human Capital Committee Report on Executive [removed: Compensation," "Compensation] [added: Compensation,” “Compensation] and Human Capital Committee Interlocks and Insider [removed: Participation"] [added: Participation”] and [removed: "Compensation] [added: “Compensation] of [removed: Directors"] [added: Directors”] in the [removed: Registrant's] [added: Registrant’s] Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders. For information regarding the [removed: registrant's] [added: registrant’s] securities authorized for issuance under equity compensation plans, refer to [removed: "Equity] [added: “Equity] Compensation Plan [removed: Information"] [added: Information”] in Part II herein. The other information required by Item 12 is incorporated herein by reference to the information that appears under the heading [removed: "Stock] [added: “Stock] Ownership [removed: Information"] [added: Information”] in the [removed: Registrant's] [added: Registrant’s] Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders. The information required by Item 13 is incorporated herein by reference to the information that appears under the headings [removed: "Director Independence"] [added: “Director Independence”] and [removed: "Related] [added: “Related] Person [removed: Transactions"] [added: Transactions”] in the [removed: Registrant's] [added: Registrant’s] Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders. The information required by Item 14 is incorporated herein by reference to the information that appears under the headings [removed: "Fees] [added: “Fees] to Independent Registered Public Accounting [removed: Firm"] [added: Firm”] and [removed: "Audit] [added: “Audit] Committee Pre-Approval [removed: Policy"] [added: Policy”] in the [removed: Registrant's] [added: Registrant’s] Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders. | | | | | | | | |

| Company | | | Truist Financial Corporation and its subsidiaries (interchangeable with “Truist” [removed: below), formerly BB&T Corporation] [added: below)] | | |

| Truist | | | Truist Financial Corporation and its subsidiaries (interchangeable with the “Company” [removed: above), formerly BB&T Corporation] [added: above)] | | |

- Truist is subject to credit risk by lending or committing to lend money, [removed: and] may have more credit risk and higher credit losses to the extent that loans are concentrated by loan type, industry segment, borrower type or location of the borrower or [removed: collateral;][added: collateral, and may suffer losses if the value of collateral declines in stressed market conditions;]

- changes in the interest rate environment, including the replacement of LIBOR as an interest rate benchmark, [removed: which] could adversely affect Truist’s revenue and expenses, the value of assets and obligations, and the availability and cost of capital, cash flows, and liquidity;

- inability to access short-term funding or liquidity, loss of client deposits or changes in Truist’s credit [removed: ratings, which] [added: ratings] could increase the cost of funding or limit access to capital markets;

- [added: there are] risks resulting from the extensive use of models in Truist’s business, which may impact decisions made by management and regulators;

- [removed: failure] [added: Truist could fail] to execute on strategic or operational plans, including the ability to successfully complete or integrate mergers and acquisitions;

- increased competition, including from (i) new or existing competitors that could have greater financial resources or be subject to different regulatory [removed: standards,] [added: standards or compliance costs,] and (ii) products and services offered by non-bank financial technology companies, may reduce Truist’s client base, cause Truist to lower prices for its products and services in order to maintain market share or otherwise adversely impact Truist’s businesses or results of operations;

- failure to maintain or enhance Truist’s competitive position with respect to new products, [removed: services] [added: services,] and technology, whether it fails to anticipate client expectations or because its technological developments fail to perform as desired or do not achieve market acceptance or regulatory approval or for other reasons, may cause Truist to lose market share or incur additional expense;

- negative public [removed: opinion, which] [added: opinion] could damage Truist’s [removed: reputation;][added: reputation and adversely impact business and revenues;]

- increased scrutiny regarding Truist’s consumer sales practices, training practices, incentive compensation design, and [removed: governance;][added: governance could damage its reputation and adversely impact business and revenues;]

- regulatory matters, litigation or other legal [removed: actions, which] [added: actions] may result in, among other things, costs, fines, penalties, restrictions on Truist’s business activities, reputational harm, negative publicity, or other adverse consequences;

- evolving legislative, accounting and regulatory standards, including with respect to [removed: capital] [added: climate, capital,] and liquidity requirements, and results of regulatory examinations may adversely affect Truist’s financial condition and results of operations;

- the monetary and fiscal policies of the federal government and its [removed: agencies] [added: agencies, including in response to rising inflation,] could have a material adverse effect on [added: the economy and Truist’s] profitability;

- general economic or business conditions, either globally, nationally or regionally, may be less favorable than expected, [added: including as a result of supply chain disruptions, inflationary pressures] and [added: labor shortages, and] instability in global geopolitical [removed: matters] [added: matters, including due to an outbreak] or [added: escalation of hostilities, or] volatility in financial markets could result in, among other things, slower deposit or asset growth, a deterioration in credit quality, or a reduced demand for credit, insurance, or other services;

- [added: Truist faces] risks related to originating and selling mortgages, including repurchase and indemnity demands from purchasers related to representations and warranties on loans sold, which could result in an increase in the amount of losses for loan repurchases;

- [added: there are] risks relating to Truist’s role as a loan servicer, including an increase in the scope or costs of the services Truist is required to [removed: perform,] [added: perform] without any corresponding increase in servicing fees or a breach of Truist’s obligations as servicer;

- Truist’s success depends on hiring and retaining key teammates, and if these individuals leave or change roles without effective replacements, Truist’s operations [removed: and integration activities] could be adversely impacted, which could be exacerbated in the increased work-from-home environment [removed: caused by the COVID-19 pandemic] as job markets may be less constrained by physical geography;

- [added: Truist faces the risk of] fraud or misconduct by internal or external parties, which Truist may not be able to prevent, detect, or mitigate;

- security risks, including denial of service attacks, hacking, social engineering attacks targeting Truist’s teammates and clients, malware intrusion, data corruption attempts, system breaches, [removed: cyber-attacks,] [added: cyberattacks, which have increased in frequency with geopolitical tensions,] identity theft, ransomware attacks, and physical security risks, such as natural disasters, environmental conditions, and intentional acts of destruction, could result in the disclosure of confidential information, adversely affect Truist’s business or reputation or create significant legal or financial exposure; and

| Branch Bank | | | Branch Banking and Trust Company (changed to “Truist Bank” effective with the Merger) | | |

| CCB | | | Capital Conservation Buffer | | |

| | | | | | |

| MRO | | | Model Risk Oversight | | |

| | | | | | |

| SBA | | | Small Business Administration | | |

| | | | | | |

| USAA | | | United Services Automobile Association | | |

- the effects of COVID-19 adversely impacted the Company’s operations and financial performance and similar adverse impacts resulting from pandemics could occur in future periods;

- Truist faces substantial legal and operational risks in safeguarding personal information;

- Truist’s operations rely on its ability, and the ability of key external parties, to maintain appropriate-staffed workforces, and on the competence, trustworthiness, health and safety of teammates;

| CVA | | | Credit valuation adjustment | | |

| ETF | | | Exchange traded fund | | |

| EVE | | | Economic value of equity | | |

| MRM | | | Model Risk Management | | |

| OTTI | | | Other than temporary impairment | | |

- risks and uncertainties relating to the Merger of heritage BB&T and heritage SunTrust, including the ability to successfully integrate the companies or to realize the anticipated benefits of the Merger;

- expenses relating to the Merger and integration of heritage BB&T and heritage SunTrust;

- the COVID-19 pandemic disrupted the global economy and adversely impacted Truist’s financial condition and results of operations, including through increased expenses, reduced fee income and net interest margin, decreased demand for certain types of loans, and increases in the allowance for credit losses; a resurgence of the pandemic, whether due to new variants of the coronavirus or other factors, could reintroduce or prolong these negative impacts and also adversely affect Truist’s capital and liquidity position or cost of capital, impair the ability of borrowers to repay outstanding loans, cause an outflow of deposits, and impair goodwill or other assets;

36 Truist Financial Corporation

Truist’s common stock is traded on the NYSE under the symbol [removed: "TFC."] [added: “TFC.”] As of December 31, [removed: 2021,] [added: 2022,] Truist’s common stock was held by [removed: 87,467] [added: 84,359] registered shareholders.

Truist’s common dividend payout ratio was [removed: 41%] [added: 45%] in [removed: 2021] [added: 2022] compared to [removed: 58%] [added: 41%] in [removed: 2020] [added: 2021] and [removed: 43%] [added: 58%] in [removed: 2019.][added: 2020.]

Truist expects common dividend declarations, if made, to occur in January, April, July, and October with payment dates on or about the first of March, June, [removed: September] [added: September,] and December.

Truist [removed: would expect] [added: has periodically repurchased shares of its own common stock and expects] to periodically repurchase shares in the future, to the extent the Company has excess capital and does not have sufficient investment opportunities in the form of organic growth and / or acquisitions.

In accordance with North Carolina law, repurchased shares cannot be held as treasury stock, but revert to the status of authorized and unissued shares upon [removed: repurchase.][added: repurchase and are therefore available for future issuances.]

Repurchases may be [removed: effected] [added: affected] through open market purchases, privately negotiated transactions, trading plans established in accordance with SEC [removed: rules] [added: rules,] or other means.

The timing and exact amount of repurchases are subject to various factors, including the Company’s capital position, liquidity, financial performance, alternative uses of capital, stock trading price and general market conditions, and may be suspended [added: or resumed] at any time.

During [removed: 2021,] [added: 2022,] the Company repurchased [removed: 27.6] [added: 5.1] million shares of common stock totaling [removed: $1.6 billion] [added: $250 million] through open market [removed: purchases and shares exchanged or surrendered in connection with the exercise of equity-based awards.][added: purchases.]

| (Dollars in millions, except per share data, shares in thousands) | | | Total [added: Number of] Shares [removed: Repurchased] [added: Purchased] (1) | | | | | | Average Price Paid Per Share (2) | | | | | | Total [added: Number of] Shares [removed: Repurchased Pursuant to Publicly-Announced Plan] [added: Purchased as part of Publicly Announced Plans] (3) | | | | | | [removed: Maximum Remaining] [added: Approximate] Dollar Value of Shares [removed: Available for Repurchase Pursuant to Publicly-Announced Plan] [added: that may yet be Purchased Under the Plans (3)] | | |

[removed: In June 2021,] [added: (3)In July 2022,] the Board of Directors [removed: increased,] [added: approved,] effective [removed: July] [added: October] 1, [removed: 2021, the previous] [added: 2022, new] repurchase authority to effectuate repurchases up to an [removed: additional $2.2] [added: aggregate of $4.1] billion in shares of the Company’s common stock through September 30, [removed: 2022 (up to $4.2 billion in aggregate amount).][added: 2023.]

[removed: 36] Truist Financial Corporation [added: 39]

[removed: The] [added: These] preferred stock [removed: redemption was] [added: redemptions were] in accordance with the terms of the Company’s Articles of [removed: Amendment to its Articles of Incorporation, effective as of December 6, 2019.][added: Incorporation.]

The following table provides information [removed: concerning securities to be issued upon the exercise of outstanding] [added: about] equity-based awards as of December 31, [removed: 2021:][added: 2022:]

| Plan Category | | | | | | (a)(1)(2) Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | | | | (b)(3) Weighted-average exercise price of outstanding options, warrants and rights | | | | | | [removed: (c)(4)] [added: (c)] Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in (a)) | | |

(1)Includes [removed: 10,913,889] [added: 10,995,360] RSUs and PSUs in plans approved by security holders.

(2)Plans not approved by security holders consists of [removed: 325,263] [added: 138,242] options outstanding with a weighted average exercise price of [removed: $22.42] [added: $23.89] and [removed: 6,147,129] [added: 6,690,392] RSUs for plans that were assumed in mergers and [removed: acquisitions.][added: acquisitions and issued prior to shareholder approval of the Truist Financial Corporation 2022 Incentive Plan.]

The following graph and table compare the cumulative total shareholder return of the Company’s common stock, the S&P 500 Index, [added: and] the KBW Nasdaq Bank [removed: Index, and the Truist peer group] [added: Index] for the [removed: five years] [added: five-year period] ended December 31, [removed: 2021.][added: 2022.]

The graph and table assume an initial investment of $100 was made on December 31, [removed: 2016] [added: 2017] in each of the Company’s common [removed: stock, the indexes,] [added: stock] and the [removed: peer group,] [added: two indexes,] as well as reinvestment of all dividends without commissions.

[removed: ][added: ]

| As of / Through December 31, | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | |

The following table provides information for share repurchases as part of publicly announced plans and shares exchanged or surrendered in connection with the exercise of equity-based awards:

| October 1, 2022 to October 31, 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 4,100 | |

| November 1, 2022 to November 30, 2022 | | | 1 | | | | | | 46.33 | | | | | | — | | | | | | 4,100 | | |

| December 1, 2022 to December 31, 2022 | | | — | | | | | | — | | | | | | — | | | | | | 4,100 | | |

| Total | | | 1 | | | | | | 46.33 | | | | | | — | | | | | | | | |

| Approved by security holders | | | | | | 11,407,677 | | | | | | $ | 35.02 | | | | | 41,980,866 | | |

| Not approved by security holders | | | | | | 6,828,634 | | | | | | 23.89 | | | | | | — | | |

| Total | | | | | | 18,236,311 | | | | | | $ | 32.22 | | | | | 41,980,866 | | |

| Truist Financial Corporation | | | $ | 100.00 | | | | | $ | 89.78 | | | | | $ | 120.77 | | | | | $ | 107.33 | | | | | $ | 135.31 | | | | | $ | 103.49 | | | | | | | | | | |

| S&P 500 Index | | | 100.00 | | | | | | 95.61 | | | | | | 125.70 | | | | | | 148.81 | | | | | | 191.48 | | | | | | 156.77 | | | | | | | | | | | |

| KBW Nasdaq Bank Index | | | 100.00 | | | | | | 82.29 | | | | | | 112.01 | | | | | | 100.47 | | | | | | 138.99 | | | | | | 109.25 | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Truist has periodically repurchased shares of its own common stock.

Shares repurchased constitute authorized but unissued shares of the Company and are therefore available for future issuances.

| October 2021 | | | 4,277 | | | | | | $ | 63.56 | | | | | 4,277 | | | | | | $ | 2,793 | |

| November 2021 | | | 3,545 | | | | | | 64.37 | | | | | | 3,545 | | | | | | 2,565 | | |

| December 2021 | | | — | | | | | | — | | | | | | — | | | | | | 2,565 | | |

| Total | | | 7,822 | | | | | | 63.93 | | | | | | 7,822 | | | | | | | | |

(3)Pursuant to the 2020 Repurchase Plan, announced in December 2020, authorizing up to $2.0 billion of share repurchases beginning in the first quarter of 2021.

With the additional authorization, the Company has $2.6 billion remaining for share repurchases.

During 2019, the Company issued $1.7 billion of series N non-cumulative perpetual preferred stock.

Upon closing of the Merger, each outstanding share of SunTrust perpetual preferred stock was converted into the right to receive one share of an applicable newly issued series of Truist preferred stock having substantially the same terms as such share of SunTrust preferred stock.

The Company issued series I, J, K, L and M non-cumulative perpetual preferred stock with a total par and fair value of $2.0 billion on the Merger closing date.

During 2019, the Company redeemed all 23,000 outstanding shares of series D and 46,000 outstanding shares of series E non-cumulative perpetual preferred stock and the corresponding depositary shares representing fractional interests in each such series for $1.7 billion.

| Approved by security holders | | | | | | 11,669,654 | | | | | | $ | 32.89 | | | | | 4,884,430 | | |

| Not approved by security holders | | | | | | 6,472,392 | | | | | | 22.42 | | | | | | 8,261,255 | | |

| Total | | | | | | 18,142,046 | | | | | | $ | 29.74 | | | | | 13,145,685 | | |

(4)Plans not approved by security holders consists of shares of common stock issuable pursuant to the 2012 Incentive Plan, as amended, in respect of shares reserved for issuance under the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan.

Awards with respect to such shares may only be granted to heritage SunTrust teammates.

The Truist peer group consists of Bank of America Corporation; Citizens Financial Group, Inc.; Fifth Third Bancorp; JPMorgan Chase & Co.; KeyCorp; M&T Bank Corporation; The PNC Financial Services Group, Inc.; Regions Financial Corporation; U.S. Bancorp; and Wells Fargo & Company.

| Truist Financial Corporation | | | $ | 100.00 | | | | | $ | 108.67 | | | | | $ | 97.57 | | | | | $ | 131.25 | | | | | $ | 116.64 | | | | | $ | 147.05 | | | | | | | | | | |

| S&P 500 Index | | | 100.00 | | | | | | 121.82 | | | | | | 116.47 | | | | | | 153.13 | | | | | | 181.29 | | | | | | 233.28 | | | | | | | | | | | |

| KBW Nasdaq Bank Index | | | 100.00 | | | | | | 118.59 | | | | | | 97.59 | | | | | | 132.84 | | | | | | 119.15 | | | | | | 164.83 | | | | | | | | | | | |

| Peer Group | | | 100.00 | | | | | | 122.32 | | | | | | 104.43 | | | | | | 145.11 | | | | | | 123.60 | | | | | | 172.29 | | | | | | | | | | | |

We have audited the accompanying consolidated balance sheets of Truist Financial Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: 80] [added: |] Truist Financial [removed: Corporation][added: Corporation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

The consolidated ACL balance was [removed: $4.7] [added: $4.6] billion as of December 31, [removed: 2021,] [added: 2022,] including [removed: $1.8] [added: $1.7] billion for commercial portfolios and $2.3 billion for consumer portfolios.

| [removed: December 31, (Dollars] [added: (Dollars] in millions, except per share data, shares in thousands) | | | [removed: 2021] | | | | | | [removed: 2020] | | | | | | [added: 2022] | | | | | | [added: 2021] | | | | | | [added: 2020] | | |

| Cash and due from banks | | | $ | [removed: 5,085] [added: 5,379] | | | | | $ | [removed: 5,029] [added: 5,085] | | | | | | | | | | | | | | | | | | | |

| Interest-bearing deposits with banks | | | [removed: 15,210] [added: 16,042] | | | | | | [removed: 13,839] [added: 15,210] | | | | | | | | | | | | | | | | | | | | |

| Securities borrowed or purchased under agreements to resell | | | [removed: 4,028] [added: 3,181] | | | | | | [removed: 1,745] [added: 4,028] | | | | | | | | | | | | | | | | | | | | |

| Trading assets at fair value | | | [removed: 4,423] [added: 4,905] | | | | | | [removed: 3,872] [added: 4,423] | | | | | | | | | | | | | | | | | | | | |

| AFS securities at fair value | | | [removed: 153,123] [added: 71,801] | | | | | | [removed: 120,788] [added: 153,123] | | | | | | | | | | | | | | | | | | | | |

| HTM securities [removed: (fair value of] [added: ($47,791 and] $1,495 [removed: as of December 31, 2021)] [added: at fair value, respectively)] | | | [removed: 1,494] [added: 57,713] | | | | | | [removed: —] [added: 1,494] | | | | | | | | | | | | | | | | | | | | |

| LHFS (including [removed: $3,544] [added: $1,065] and [removed: $4,955] [added: $3,544] at fair value, respectively) | | | [removed: 4,812] [added: 1,444] | | | | | | [removed: 6,059] [added: 4,812] | | | | | | | | | | | | | | | | | | | | |

| Loans and leases (including [added: $18 and] $23 at fair [removed: value as of December 31, 2021)] [added: value, respectively)] | | | [removed: 289,513] [added: 325,991] | | | | | | [removed: 299,734] [added: 289,513] | | | | | | | | | | | | | | | | | | | | |

| ALLL | | | [removed: (4,435)] [added: (4,377)] | | | | | | [removed: (5,835)] [added: (4,435)] | | | | | | | | | | | | | | | | | | | | |

| Loans and leases, net of ALLL | | | [removed: 285,078] [added: 321,614] | | | | | | [removed: 293,899] [added: 285,078] | | | | | | | | | | | | | | | | | | | | |

| Premises and equipment | | | [removed: 3,700] [added: 3,605] | | | | | | [removed: 3,870] [added: 3,700] | | | | | | | | | | | | | | | | | | | | |

| Goodwill | | | [removed: 26,098] [added: 27,013] | | | | | | [removed: 24,447] [added: 26,098] | | | | | | | | | | | | | | | | | | | | |

| CDI and other intangible assets | | | [removed: 3,408] [added: 3,672] | | | | | | [removed: 2,984] [added: 3,408] | | | | | | | | | | | | | | | | | | | | |

| Loan servicing rights at fair value | | | [removed: 2,633] [added: 3,758] | | | | | | [removed: 2,023] [added: 2,633] | | | | | | | | | | | | | | | | | | | | |

| Other assets (including [removed: $3,436] [added: $1,582] and [removed: $4,891] [added: $3,436] at fair value, respectively) | | | [removed: 32,149] [added: 35,128] | | | | | | [removed: 30,673] [added: 32,149] | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | $ | [removed: 541,241] [added: 555,255] | | | | | $ | [removed: 509,228] [added: 541,241] | | | | | | | | | | | | | | | | | | | |

| Noninterest-bearing deposits | | | $ | [removed: 145,892] [added: 135,742] | | | | | $ | [removed: 127,629] [added: 145,892] | | | | | | | | | | | | | | | | | | | |

| Interest-bearing deposits | | | [removed: 270,596] [added: 277,753] | | | | | | [removed: 253,448] [added: 270,596] | | | | | | | | | | | | | | | | | | | | |

| Short-term borrowings (including [removed: $1,731] [added: $1,551] and [removed: $1,115] [added: $1,731] at fair value, respectively) | | | [removed: 5,292] [added: 23,422] | | | | | | [removed: 6,092] [added: 5,292] | | | | | | | | | | | | | | | | | | | | |

| Long-term debt | | | [removed: 35,913] [added: 43,203] | | | | | | [removed: 39,597] [added: 35,913] | | | | | | | | | | | | | | | | | | | | |

| Other liabilities (including [removed: $586] [added: $2,971] and [removed: $555] [added: $586] at fair value, respectively) | | | [removed: 14,277] [added: 14,598] | | | | | | [removed: 11,550] [added: 14,277] | | | | | | | | | | | | | | | | | | | | |

| Total liabilities | | | [removed: 471,970] [added: 494,718] | | | | | | [removed: 438,316] [added: 471,970] | | | | | | | | | | | | | | | | | | | | |

| Preferred stock | | | 6,673 | | | | | | [removed: 8,048] [added: 6,673] | | | | | | | | | | | | | | | | | | | | |

| Common stock, $5 par value | | | [removed: 6,639] [added: 6,634] | | | | | | [removed: 6,745] [added: 6,639] | | | | | | | | | | | | | | | | | | | | |

| Additional paid-in capital | | | [removed: 34,565] [added: 34,544] | | | | | | [removed: 35,843] [added: 34,565] | | | | | | | | | | | | | | | | | | | | |

| Retained earnings | | | [removed: 22,998] [added: 26,264] | | | | | | [removed: 19,455] [added: 22,998] | | | | | | | | | | | | | | | | | | | | |

| AOCI, net of deferred income taxes | | | [removed: (1,604)] [added: (13,601)] | | | | | | [removed: 716] [added: (1,604)] | | | | | | | | | | | | | | | | | | | | |

| Noncontrolling interests | | | [removed: —] [added: 23] | | | | | | [removed: 105] [added: —] | | | | | | | | | | | | | | | | | | | | |

| Total shareholders’ equity | | | [removed: 69,271] [added: 60,537] | | | | | | [removed: 70,912] [added: 69,271] | | | | | | | | | | | | | | | | | | | | |

| Total liabilities and shareholders’ equity | | | $ | [removed: 541,241] [added: 555,255] | | | | | $ | [removed: 509,228] [added: 541,241] | | | | | | | | | | | | | | | | | | | |

| Common shares outstanding | | | [removed: 1,327,818] [added: 1,326,829] | | | | | | [removed: 1,348,961] [added: 1,327,818] | | | | | | | | | | | | | | | | | | | | |

| Preferred shares outstanding | | | 223 | | | | | | [removed: 280] [added: 223] | | | | | | | | | | | | | | | | | | | | |

| [removed: Year Ended December 31, (Dollars] [added: (Dollars] in millions, except per share [removed: data;] [added: data,] shares in thousands) | | | | | | | | | | | | [added: Year Ended December 31,] | | | | | | [removed: 2021] | | | | | | [removed: 2020] | | | | | | [removed: 2019] | | |

February 28, 2023

| Mortgage banking income | | | | | | | | | | | | | | | | | | 460 | | | | | | 734 | | | | | | 1,185 | | |

| Other expense | | | | | | | | | | | | | | | | | | 742 | | | | | | 803 | | | | | | 1,048 | | |

| Net change in HTM securities | | | | | | | | | | | | | | | 284 | | | | | | — | | | | | | — | | |

| Total OCI | | | | | | | | | | | | | | | $ | (5,730) | | | | | $ | 4,117 | | | | | $ | 6,052 | |

| Net change in HTM securities | | | | | | | | | | | | | | | 83 | | | | | | — | | | | | | — | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,260 | | | | | | — | | | | | | 7 | | | | | | 6,267 | | | | | |

| OCI | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,997) | | | | | | — | | | | | | (11,997) | | | | | |

| Repurchase of common stock | | | (5,108) | | | | | | — | | | | | | (26) | | | | | | (224) | | | | | | — | | | | | | — | | | | | | — | | | | | | (250) | | | | | |

| Balance, December 31, 2022 | | | 1,326,829 | | | | | | $ | 6,673 | | | | | $ | 6,634 | | | | | $ | 34,544 | | | | | $ | 26,264 | | | | | $ | (13,601) | | | | | $ | 23 | | | | | $ | 60,537 | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Purchases of HTM securities | | | | | | (3,020) | | | | | | — | | | | | | — | | | | | |

For changes in facts and circumstances, Truist re-assesses whether or not it is a primary beneficiary of a VIE.

In the fourth quarter of 2022, the Company combined the presentation of Residential mortgage income and Commercial mortgage income into Mortgage banking income within the Company’s Consolidated Statement of Income.

Further, the Company started including Income from bank-owned life insurance as a component of Other income and Loan-related expense and Loss (gain) on early extinguishment of debt as components of Other expense within the Company’s Consolidated Statement of Income.

See “Note 9.

Other Assets and Liabilities” for additional information.

For additional information on the Company’s pension plans and postretirement benefit plans, see “Note 15.

Benefit Plans.”

Structured real estate income is recognized when a build-to-suit or sale-leaseback transaction is closed.

The proceeds, net of closing costs, are reduced by the carrying value of the underlying leased asset.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Standard / Adoption Date | | | Description | | | Effects on the Financial Statements | | |

| Standards Adopted During the Current Year | | | | | | | | |

| Reference Rate Reform / December 21, 2022 | | | Defers the sunset date of LIBOR from December 31, 2022 to December 31, 2024. The standard was issued December 21, 2022 and was effective immediately. | | | There were no material impacts on the Company’s consolidated financial statements when the standard was adopted. | | |

| | | | | | | | | |

| Standards Not Yet Adopted | | | | | | | | |

| Troubled Debt Restructurings and Vintage Disclosures January 1, 2023 | | | Eliminates TDRs, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors made to borrowers experiencing financial difficulty. Additionally, requires disclosure of current-period gross write-offs by year of origination for financing receivables and net investment in leases. | | | During the fourth quarter of 2022, Truist initiated a dry run that was designed to assess the reporting process, and to assist in the development of a consolidated reporting approach. The Company anticipates performing a more comprehensive dry run exercise during the first quarter. Upon adoption, the Company will eliminate the separate ACL estimation process for loans classified as TDRs. The Company does not expect this change to have a material impact on its consolidated financial statements. The Company will revise disclosures in accordance with the new standard in the first quarter of 2023. | | |

| Fair Value Hedging – Portfolio Layer Method January 1, 2023 | | | Introduces the portfolio layer method, which expands the current single-layer method to allow multiple hedged layers of a single closed portfolio. Additionally, expands the scope of the portfolio layer method to include non-prepayable assets, specifies eligible hedging instruments in a single-layer hedge, provides additional guidance on the accounting for and disclosure of hedge basis adjustments under the portfolio layer method and specifies how hedge basis adjustments should be considered when determining credit losses for the assets included in the closed portfolio. | | | Truist is continuing to evaluate the use of the portfolio layer method in its hedging programs, although future use of the standard is dependent on its asset-liability management strategies in the context of the then current interest rate outlook. Truist does not believe adoption of the standard, which along with required disclosures will be reflected in the Company’s first quarter 2023 financial statements, will have a material impact on its active last-of-layer hedges. | | |

In 2022 and 2021, Truist completed the acquisitions of businesses in the insurance brokerage and specialty lending industries.

Truist paid cash consideration to acquire 100% of the voting interests in these entities.

The following table provides additional details related to these acquisitions and the fair value of certain tangible and intangible assets as of the acquisition date:

| | | | Acquiree | | | | | | | | | | | | | | |

| (Dollars in millions) | | | BankDirect Capital Finance (2) | | | BenefitMall (2) | | | Kensington Vanguard National Land Services | | | Service Finance, LLC | | | Constellation Affiliated Partners | | |

| Date acquired | | | Nov 1, 2022 | | | Sep 1, 2022 | | | Mar 1, 2022 | | | Dec 6, 2021 | | | Jul 1, 2021 | | |

| Segment | | | IH | | | IH | | | IH | | | CB&W | | | IH | | |

| Strategic rationale | | | Increases scale and product offerings for premium finance business | | | Broadens products and services within benefit wholesale insurance business | | | Expands presence in the title insurance market | | | Expands point of sale lending capabilities | | | Expands offerings to further build out national programs business | | |

| Loans and leases | | | $ | 3,067 | | $ | — | | $ | — | | $ | 145 | | $ | — | |

February 22, 2022

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Residential mortgage income | | | | | | | | | | | | | | | | | | 555 | | | | | | 1,000 | | | | | | 285 | | |

| Commercial mortgage income | | | | | | | | | | | | | | | | | | 179 | | | | | | 185 | | | | | | 102 | | |

| Income from bank-owned life insurance | | | | | | | | | | | | | | | | | | 183 | | | | | | 179 | | | | | | 129 | | |

| Other income | | | | | | | | | | | | | | | | | | 368 | | | | | | 228 | | | | | | 225 | | |

| Loan-related expense | | | | | | | | | | | | | | | | | | 212 | | | | | | 242 | | | | | | 123 | | |

| Loss (gain) on early extinguishment of debt | | | | | | | | | | | | | | | | | | (4) | | | | | | 235 | | | | | | — | | |

| Other expense | | | | | | | | | | | | | | | | | | 595 | | | | | | 571 | | | | | | 542 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, January 1, 2019 | | | 763,326 | | | | | | $ | 3,053 | | | | | $ | 3,817 | | | | | $ | 6,849 | | | | | $ | 18,118 | | | | | $ | (1,715) | | | | | $ | 56 | | | | | $ | 30,178 | | | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,224 | | | | | | — | | | | | | 13 | | | | | | 3,237 | | | | | |

| OCI | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 871 | | | | | | — | | | | | | 871 | | | | | |

| Issued in business combination | | | 575,067 | | | | | | 2,045 | | | | | | 2,875 | | | | | | 28,626 | | | | | | — | | | | | | — | | | | | | — | | | | | | 33,546 | | | | | |

| Other, net | | | | | | 82 | | | | | | (148) | | | | | | (45) | | | | | |

| Stock issued in business combinations | | | | | | — | | | | | | — | | | | | | 33,546 | | | | | |

Formed by the historic merger of equals of BB&T and SunTrust, Truist has leading market share in many high-growth markets in the country.

Additionally, where applicable, the policies conform to the accounting and reporting guidelines prescribed by regulatory authorities.

In the fourth quarter of 2021, the Company reclassified the lease financing portfolio to the commercial and industrial portfolio.

Additionally the Company reclassified certain structured real estate activity from commercial mortgage income to investment banking and trading income and certain LIHTC activity from commercial mortgage income to other income.

There was no ACL on the Company’s AFS debt securities at December 31, 2021.

At December 31, 2021, HTM debt securities consists of government guaranteed securities for which no loss is expected.

Prior to the adoption of CECL on January 1, 2020, investment securities in an unrealized loss position were evaluated quarterly for OTTI.

The credit component of an OTTI loss was recognized in earnings and the non-credit component was recognized in AOCI, net of tax, in situations where Truist did not intend to sell the security and it was more-likely-than-not that Truist would have been required to sell the security prior to recovery.

Subsequent to recognition of OTTI, an increase in expected cash flows was recognized as a yield adjustment over the remaining expected life of the security based on an evaluation of the nature of the increase.

Other consumer loans are typically sold to unrelated third parties shortly after origination and are immaterial as of December 31, 2021.

For loan modification programs in response to the COVID-19 pandemic, Truist applied the relief from TDR accounting described in the CARES Act.

Payment relief assistance provided by Truist includes forbearance, deferrals, extension, and re-aging programs, along with certain other modification strategies.

Payment deferrals granted as a result of the COVID-19 pandemic do not result in a loan becoming past due.

The commercial portfolio segment models use a risk rating approach to estimate the ALLL.

Truist may also consider specific environmental, social, and governance considerations in the risk rating methodology for commercial loans.

The consumer and credit card models use a delinquency-based approach to estimate the ALLL.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

During 2020, the Company discontinued new origination of private student loans.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Derivative balances with these counterparties are considered settled by the collateral, and the implementation of the settlement to market treatment was applied based on the effective date of rulebook changes made by the applicable counterparties.

Based on this evaluation under the COSO criteria, management concluded that the [added: Company’s] internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their accompanying report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

There was no change in the Company’s internal control over financial reporting that occurred during the fourth quarter of [removed: 2021] [added: 2022] that has materially affected, or is likely to materially affect, the Company’s internal control over financial reporting.

[added: 142] Truist Financial Corporation [removed: 141]

| | | | [removed: 2.1] [added: 10.24*] | | | | | | [added: Amended and Restated Employment] Agreement [added: by] and [removed: Plan of Merger,] [added: among BB&T Corporation, Branch Banking and Trust Co. and Kelly S. King] dated as of February 7, [removed: 2019, by and between SunTrust Banks, Inc. and BB&T Corporation.] [added: 2019.] | | | | | | [Incorporated herein by reference to Exhibit [removed: 2.1] [added: 10.1] of the Current Report on Form 8-K, filed February 13, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/92230/000119312519036824/d704920dex21.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/92230/000119312519036824/d704920dex101.htm)] | | |

| | | | [removed: 2.2] [added: 10.27*] | | | | | | [added: Form of] First Amendment to [removed: the] [added: Employment] Agreement [removed: and Plan of Merger, dated as] [added: with each] of [removed: June 14, 2019, by and between SunTrust Banks, Inc.] [added: Daryl N. Bible] and [removed: BB&T Corporation.] [added: Clarke R. Starnes, III] | | | | | | [Incorporated herein by reference to Exhibit [removed: 2.1] [added: 10.4] of the Current Report on Form 8-K, filed June [removed: 14, 2019.](http://www.sec.gov/Archives/edgar/data/92230/000119312519173792/d759571dex21.htm)] [added: 3, 2019.](http://www.sec.gov/Archives/edgar/data/92230/000119312519164141/d689566dex104.htm)] | | |

| | | | 3.2 | | | | | | Amended and Restated Bylaws of Truist Financial [removed: Corporation.] [added: Corporation] | | | | | | [Incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed October 26, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/0000092230/000009223021000074/ex31-bylaws1021.htm)] [added: 2022.](http://www.sec.gov/Archives/edgar/data/92230/000009223022000108/ex31-bylawsx1022.htm)] | | |

| | | | [removed: 3.3] [added: 10.60*] | | | | | | [removed: Amended and Restated Bylaws of] [added: 2020 Amendment to the] Truist Financial Corporation [added: Amended and Restated Non-Employee Directors’ Deferred Compensation Plan] | | | | | | [Incorporated herein by reference to Exhibit [removed: 3.1] [added: 10.67] of the [removed: Current] [added: Annual] Report on Form [removed: 8-k,] [added: 10-K,] filed [removed: December 15, 2021](https://www.sec.gov/Archives/edgar/data/92230/000009223021000088/ex31-bylaws1221.htm)] [added: February 23, 2022.](https://www.sec.gov/Archives/edgar/data/92230/000009223022000008/ex1067ddcpamendment.htm)] | | |

| | | | 4.9 | | | | | | Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | | | | | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/92230/000009223022000008/ex49securities4q21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/92230/000009223023000034/ex49securities4q22.htm)] | | |

| | | | [removed: 10.4*] [added: 10.45*] | | | | | | Form of Restricted Stock Unit Agreement (Non-Employee Directors) for the [removed: BB&T] [added: Truist Financial Corporation] 2012 Incentive Plan (effective [removed: 2019).] [added: 2020).] | | | | | | [Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed [removed: April 30, 2019.](http://www.sec.gov/Archives/edgar/data/92230/000009223019000027/ex101-formofrsu1q19.htm)] [added: May 8, 2020.](http://www.sec.gov/Archives/edgar/data/92230/000009223020000060/ex101formofrsu1q20.htm)] | | |

| | | | [removed: 10.5*] [added: 10.4*] | | | | | | Form of Employee Nonqualified Stock Option Agreement for the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan (5-Year Vesting). | | | | | | [Incorporated herein by reference to Exhibit 10.8 of the Annual Report on Form 10-K, filed February 28, 2008.](http://www.sec.gov/Archives/edgar/data/92230/000119312508041900/dex108.htm) | | |

| | | | [removed: 10.6*] [added: 10.5*] | | | | | | Form of Employee Nonqualified Stock Option Agreement for the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan (4-Year Vesting). | | | | | | [Incorporated herein by reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q, filed May 7, 2010.](http://www.sec.gov/Archives/edgar/data/92230/000119312510112881/dex105.htm) | | |

| | | | [removed: 10.7*] [added: 10.6*] | | | | | | Southern National Deferred Compensation Plan for Key Executives including [removed: amendments.] [added: Amendments.] | | | | | | [Incorporated herein by reference to Exhibit 10.21 of the Annual Report on Form 10-K, filed February 25, 2011.](http://www.sec.gov/Archives/edgar/data/92230/000119312511047405/dex1021.htm) | | |

| | | | [removed: 10.8*] [added: 10.11*] | | | | | | [added: Third Amendment to the] BB&T Non-Qualified Defined Benefit Plan (January 1, 2012 [removed: Restatement).] [added: Restatement)] | | | | | | [Incorporated herein by reference to Exhibit 10.11 of the Annual Report on Form 10-K, filed February [removed: 25, 2016.](http://www.sec.gov/Archives/edgar/data/92230/000009223016000125/exhibit1011.htm)] [added: 23, 2022.](https://www.sec.gov/Archives/edgar/data/92230/000009223022000008/ex1011nqdbpamendment.htm)] | | |

[removed: 142] Truist Financial Corporation [added: 147]

| | | | [removed: 10.11*] [added: 10.12*] | | | | | | [removed: Third] [added: Fourth] Amendment to the BB&T Non-Qualified [removed: Defined] Benefit Plan (January 1, 2012 Restatement) | | | | | | [removed: [Filed herewith](https://www.sec.gov/Archives/edgar/data/92230/000009223022000008/ex1011nqdbpamendment.htm)] [added: [Incorporated herein by reference to Exhibit 10.12 of the Annual Report on Form 10-K, filed February 23, 2022.](https://www.sec.gov/Archives/edgar/data/92230/000009223022000008/ex1012nqdbpamendment.htm)] | | |

| | | | 10.16* | | | | | | Form of [removed: Director] Restricted Stock Unit Agreement [added: (Performance-Based Vesting Component)(Senior Executive)] for the BB&T Corporation 2012 Incentive Plan. | | | | | | [Incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.3] of the Quarterly Report on Form 10-Q, filed [removed: May 2, 2013.](http://www.sec.gov/Archives/edgar/data/92230/000009223013000043/exhibit102.htm)] [added: April 30, 2014.](http://www.sec.gov/Archives/edgar/data/92230/000009223014000026/exhibit103.htm)] | | |

| | | | [removed: 10.17*] [added: 10.18*] | | | | | | Form of [removed: Restricted Stock] [added: Performance] Unit [added: Award] Agreement [removed: (Performance-Based Vesting Component)(Senior Executive)] for the BB&T Corporation 2012 Incentive [removed: Plan.] [added: Plan (effective 2019).] | | | | | | [Incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed April 30, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/92230/000009223014000026/exhibit103.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/92230/000009223019000027/ex103-formofperf1q19.htm)] | | |

| | | | [removed: 10.18*] [added: 10.17*] | | | | | | Form of LTIP Award Agreement for the BB&T Corporation 2012 Incentive Plan (effective 2019). | | | | | | [Incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed April 30, 2019.](http://www.sec.gov/Archives/edgar/data/92230/000009223019000027/ex102-formofltip1q19.htm) | | |

| | | | [removed: 10.19*] [added: 10.49*] | | | | | | Form of Performance Unit Award Agreement for the [removed: BB&T] [added: Truist Financial] Corporation 2012 Incentive Plan (effective [removed: 2019).] [added: 2021).] | | | | | | [Incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.4] of the Quarterly Report on Form 10-Q, filed [removed: April 30, 2019.](http://www.sec.gov/Archives/edgar/data/92230/000009223019000027/ex103-formofperf1q19.htm)] [added: May 3, 2021.](http://www.sec.gov/Archives/edgar/data/92230/000009223021000044/ex104formofpsu_1q21.htm)] | | |

| | | | [removed: 10.20*] [added: 10.19*] | | | | | | 2008 Amended and Restated Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Daryl N. Bible. | | | | | | [Incorporated herein by reference to Exhibit 10.22 of the Annual Report on Form 10-K, filed February 27, 2009.](http://www.sec.gov/Archives/edgar/data/92230/000119312509041217/dex1022.htm) | | |

| | | | [removed: 10.21*] [added: 10.20*] | | | | | | 2008 Amended and Restated Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Clarke R. Starnes, III. | | | | | | [Incorporated herein by reference to Exhibit 10.27 of the Annual Report on Form 10-K, filed February 27, 2009.](http://www.sec.gov/Archives/edgar/data/92230/000119312509041217/dex1027.htm) | | |

| | | | [removed: 10.22*] [added: 10.21*] | | | | | | 2016 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and David H. Weaver. | | | | | | [Incorporated herein by reference to Exhibit 10.39 of the Annual Report on Form 10-K, filed February 25, 2016.](http://www.sec.gov/Archives/edgar/data/92230/000009223016000125/exhibit1039.htm) | | |

| | | | [removed: 10.23*] [added: 10.22*] | | | | | | 2016 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and Brant J. Standridge. | | | | | | [Incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed October 24, 2016.](http://www.sec.gov/Archives/edgar/data/92230/000009223016000202/exh102standridgeagreement.htm) | | |

| | | | [removed: 10.24*] [added: 10.23*] | | | | | | 2016 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and Dontá L. Wilson. | | | | | | [Incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed October 24, 2016.](http://www.sec.gov/Archives/edgar/data/92230/000009223016000202/exh103wilsonagreement.htm) | | |

| | | | [removed: 10.25*] [added: 10.44*] | | | | | | [removed: Amended and Restated] [added: 2019] Employment Agreement by and among BB&T Corporation, Branch Banking and Trust [removed: Co.] [added: Company] and [removed: Kelly S. King dated as of February 7, 2019.] [added: William H. Rogers, Jr.] | | | | | | [Incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.90] of the [removed: Current] [added: Annual] Report on Form [removed: 8-K,] [added: 10-K,] filed [removed: February 13, 2019.](http://www.sec.gov/Archives/edgar/data/92230/000119312519036824/d704920dex101.htm)] [added: March 3, 2020.](http://www.sec.gov/Archives/edgar/data/92230/000009223020000045/ex1090rogers.htm)] | | |

| | | | [removed: 10.26*] [added: 10.25*] | | | | | | Form of Notice of Term Non-Renewal under Employment Agreements | | | | | | [Incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed March 6, 2019.](http://www.sec.gov/Archives/edgar/data/92230/000119312519065664/d689471dex101.htm) | | |

| | | | [removed: 10.27*] [added: 10.26*] | | | | | | Form of Synergy Incentive Award Letter with each of Daryl N. Bible and Clarke R. Starnes, III | | | | | | [Incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed June 3, 2019.](http://www.sec.gov/Archives/edgar/data/92230/000119312519164141/d689566dex101.htm) | | |

| | | | 10.28* | | | | | | [removed: Form of] First Amendment to [added: 2016] Employment Agreement with [removed: each of Daryl N. Bible and Clarke R. Starnes, III] [added: Brant J. Standridge] | | | | | | [Incorporated herein by reference to Exhibit [removed: 10.4] [added: 10.9] of the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K,] [added: 10-Q,] filed [removed: June 3, 2019.](http://www.sec.gov/Archives/edgar/data/92230/000119312519164141/d689566dex104.htm)] [added: July 31, 2019.](http://www.sec.gov/Archives/edgar/data/92230/000009223019000046/ex109-standridge.htm)] | | |

| | | | 10.29* | | | | | | First Amendment to 2016 Employment Agreement with [removed: Brant J. Standridge] [added: David H. Weaver] | | | | | | [Incorporated herein by reference to Exhibit [removed: 10.9] [added: 10.10] of the Quarterly Report on Form 10-Q, filed July 31, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/92230/000009223019000046/ex109-standridge.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/92230/000009223019000046/ex1010-weaver.htm)] | | |