Item 16. Form 10-K Summary (None)

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Item 16. Form 10-K Summary (None)

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

Glossary of Defined Terms

The following terms may be used throughout this report, including the consolidated financial statements and related notes.

TermDefinition
ACLAllowance for credit losses
AFSAvailable-for-sale
Agency MBSMortgage-backed securities issued by a U.S. government agency or GSE
ALLLAllowance for loan and lease losses
ALMAsset/Liability management
ARRCAlternative Reference Rates Committee of the FRB and the Federal Reserve Bank of New York
AOCIAccumulated other comprehensive income (loss)
Basel III RulesRules issued by the FRB, OCC, and FDIC on capital adequacy and liquidity requirements in the U.S for banking organizations.
BB&TBB&T Corporation and subsidiaries (changed to “Truist Financial Corporation” effective with the Merger)
BCBSBasel Committee on Banking Supervision
BHCBank holding company
BHCABank Holding Company Act of 1956, as amended
BoardTruist’s Board of Directors
Branch BankBranch Banking and Trust Company (changed to “Truist Bank” effective with the Merger)
BSA/AMLBank Secrecy Act/Anti-Money Laundering
C&CBCorporate and Commercial Banking, an operating segment
CARES ActThe Coronavirus Aid, Relief, and Economic Security Act
CB&WConsumer Banking and Wealth, an operating segment
CCARComprehensive Capital Analysis and Review
CCBCapital Conservation Buffer
CDCertificate of deposit
CDICore deposit intangible
CECLCurrent expected credit loss model
CEOChief Executive Officer
CFTCCommodity Futures Trading Commission
CFOChief Financial Officer
CET1Common equity tier 1
CIBCorporate and Investment Banking
CFPBConsumer Financial Protection Bureau
CMOCollateralized mortgage obligation
CompanyTruist Financial Corporation and its subsidiaries (interchangeable with “Truist” below)
COVID-19Coronavirus disease 2019
CRACommunity Reinvestment Act of 1977
CRECommercial real estate
CROChief Risk Officer
DCDisclosure Committee
DEIDiversity, Equity & Inclusion
DIFDeposit Insurance Fund administered by the FDIC
Dodd-Frank ActDodd-Frank Wall Street Reform and Consumer Protection Act
DTADeferred tax asset
DTLDeferred tax liability
EBPCCEthics, Business Practices, and Conduct Committee
ECRCEnterprise Credit Risk Committee
EGRRCPAEconomic Growth, Regulatory Relief, and Consumer Protection Act
ERCEnterprise Risk Committee
ERISAEmployee Retirement Income Security Act of 1974
EPSEarnings per common share
ESGEnvironmental, Social, and Governance
Exchange ActSecurities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
FDICFederal Deposit Insurance Corporation
FHAFederal Housing Administration
FHCFinancial holding company
FHLBFederal Home Loan Bank
FHLMCFederal Home Loan Mortgage Corporation
FINRAFinancial Industry Regulatory Authority
FNMAFederal National Mortgage Association
FRBBoard of Governors of the Federal Reserve System
FTEFull-time equivalent employee
GAAPAccounting principles generally accepted in the United States of America
GDPGross Domestic Product
GLBAGramm-Leach-Bliley Act
GNMAGovernment National Mortgage Association
GrandbridgeGrandbridge Real Estate Capital, LLC
GSEU.S. government-sponsored enterprise
HFIHeld for investment
HMDAHome Mortgage Disclosure Act

Truist Financial Corporation 1

TermDefinition
HQLAHigh-quality liquid assets
HTMHeld-to-maturity
IDIInsured depository institution
IHInsurance Holdings, an operating segment
IPVIndependent price verification
IRCInternal Revenue Code
IRSInternal Revenue Service
ISDAInternational Swaps and Derivatives Association, Inc.
LCRLiquidity Coverage Ratio
LHFSLoans held for sale
LIBORLondon Interbank Offered Rate
LOCOMLower of cost or market
Market Risk RuleMarket risk capital requirements issued jointly by the OCC, U.S. Treasury, FRB, and FDIC
MBSMortgage-backed securities
MD&AManagement’s Discussion and Analysis of Financial Condition and Results of Operations
MergerMerger of BB&T and SunTrust effective December 6, 2019
MRLCCMarket Risk, Liquidity and Capital Committee
MROModel Risk Oversight
MSRMortgage servicing right
MSRBMunicipal Securities Rulemaking Board
NANot applicable
NCCOBNorth Carolina Office of the Commissioner of Banks
NFANational Futures Association
NIMNet interest margin, computed on a TE basis
NMNot meaningful
NPANonperforming asset
NPLNonperforming loan
NSFRNet stable funding ratio
NYSENew York Stock Exchange
OASOption adjusted spread
OCCOffice of the Comptroller of the Currency
OCIOther comprehensive income (loss)
OFACU.S. Department of the Treasury’s Office of Foreign Assets Control
OPEBOther post-employment benefit
OREOOther real estate owned
OT&COther, Treasury and Corporate
OTCOver-the-counter
Parent CompanyTruist Financial Corporation, the parent company of Truist Bank and other subsidiaries
Patriot ActUniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
PCDPurchased credit deteriorated loans
PCIPurchased credit impaired loans
PPPPaycheck Protection Program, established by the CARES Act
PSUPerformance share units
Re-REMICsRe-securitizations of Real Estate Mortgage Investment Conduits
RMORisk Management Organization
ROU assetsRight-of-use assets
RSARestricted stock award
RSURestricted stock unit
RUFCReserve for unfunded lending commitments
S&PStandard & Poor’s
SBASmall Business Administration
SBICSmall Business Investment Company
SCBStress Capital Buffer
SECSecurities and Exchange Commission
SOFRSecured Overnight Financing Rate
SunTrustSunTrust Banks, Inc.
Tailoring RulesThe final rules changing the applicability thresholds for regulatory capital and liquidity requirements, issued by the OCC, FRB, and FDIC, together with the final rules changing the applicability thresholds for enhanced prudential standards issued by the FRB
TDRTroubled debt restructuring
TETaxable-equivalent
TMCTechnology Management Committee
TRSTotal Return Swap
TruistTruist Financial Corporation and its subsidiaries (interchangeable with the “Company” above)
Truist BankTruist Bank, formerly Branch Banking and Trust Company
U.S.United States of America
U.S. TreasuryUnited States Department of the Treasury
UPBUnpaid principal balance
USAAUnited Services Automobile Association
UTBUnrecognized tax benefit
VaRValue-at-risk
VIEVariable interest entity

2 Truist Financial Corporation

Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the financial condition, results of operations, business plans and the future performance of Truist. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should,” “would,” “could,” and other similar expressions are intended to identify these forward-looking statements.

Forward-looking statements are not based on historical facts but instead represent management’s expectations and assumptions regarding Truist’s business, the economy, and other future conditions. Such statements involve inherent uncertainties, risks, and changes in circumstances that are difficult to predict. As such, Truist’s actual results may differ materially from those contemplated by forward-looking statements. While there can be no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those contemplated by forward-looking statements include the following, without limitation, as well as the risks and uncertainties more fully discussed in Item 1A-Risk Factors:

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

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

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

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

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

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

  • risk management oversight functions may not identify or address risks adequately, and management may not be able to effectively manage credit risk;

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

  • deposit attrition, client loss or revenue loss following completed mergers or acquisitions may be greater than anticipated;

  • Truist could fail to execute on strategic or operational plans, including the ability to successfully complete or integrate mergers and acquisitions;

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

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

  • negative public opinion could damage Truist’s reputation and adversely impact business and revenues;

  • regulatory matters, litigation or other legal actions may result in, among other things, costs, fines, penalties, restrictions on Truist’s business activities, reputational harm, negative publicity, or other adverse consequences;

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

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

  • increased scrutiny regarding Truist’s consumer sales practices, training practices, incentive compensation design, and governance could damage its reputation and adversely impact business and revenues;

  • accounting policies and processes require management to make estimates about matters that are uncertain, including the potential write down to goodwill if there is an elongated period of decline in market value for Truist’s stock and adverse economic conditions are sustained over a period of time;

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

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

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

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

  • Truist faces the risk of fraud or misconduct by internal or external parties, which Truist may not be able to prevent, detect, or mitigate;

  • security risks, including denial of service attacks, hacking, social engineering attacks targeting Truist’s teammates and clients, malware intrusion, data corruption attempts, system breaches, 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

  • widespread outages of operational, communication, or other systems, whether internal or provided by third parties, natural or other disasters (including acts of terrorism and pandemics), and the effects of climate change, including physical risks, such as more frequent and intense weather events, and risks related to the transition to a lower carbon economy, such as regulatory or technological changes or shifts in market dynamics or consumer preferences, could have an adverse effect on Truist’s financial condition and results of operations, lead to material disruption of Truist’s operations or the ability or willingness of clients to access Truist’s products and services.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by applicable law or regulation, Truist undertakes no obligation to revise or update any forward-looking statements.

Truist Financial Corporation 3

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