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 2025,” “Section 16(a) Reports,” “Nominating and Governance Committee Director Nominations,” “Ethics at Truist,” “Corporate Governance Guidelines,” and “Audit Committee” in the registrant’s definitive proxy statement for the 2024 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 definitive proxy statement for the 2024 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 definitive proxy statement for the 2024 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 definitive proxy statement for the 2024 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 definitive proxy statement for the 2024 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.
| Term | Definition | ||||
| ACL | Allowance for credit losses | ||||
| AFS | Available-for-sale | ||||
| Agency MBS | Mortgage-backed securities issued by a U.S. government agency or GSE | ||||
| ALLL | Allowance for loan and lease losses | ||||
| ALM | Asset/Liability management | ||||
| AOCI | Accumulated other comprehensive income (loss) | ||||
| ARRC | Alternative Reference Rates Committee of the FRB and the Federal Reserve Bank of New York | ||||
| Basel III Rules | Rules issued by the FRB, OCC, and FDIC on capital adequacy and liquidity requirements in the U.S for banking organizations. | ||||
| BB&T | BB&T Corporation and subsidiaries (changed to “Truist Financial Corporation” effective with the Merger) | ||||
| BCBS | Basel Committee on Banking Supervision | ||||
| BHC | Bank holding company | ||||
| BHCA | Bank Holding Company Act of 1956, as amended | ||||
| Board | Truist’s Board of Directors | ||||
| Branch Bank | Branch Banking and Trust Company (changed to “Truist Bank” effective with the Merger) | ||||
| BSA/AML | Bank Secrecy Act/Anti-Money Laundering | ||||
| C&CB | Corporate and Commercial Banking, an operating segment | ||||
| CB&W | Consumer Banking and Wealth, an operating segment | ||||
| CCAR | Comprehensive Capital Analysis and Review | ||||
| CCB | Capital Conservation Buffer | ||||
| CD | Certificate of deposit | ||||
| CDI | Core deposit intangible | ||||
| CECL | Current expected credit loss model | ||||
| CEO | Chief Executive Officer | ||||
| CET1 | Common equity tier 1 | ||||
| CFO | Chief Financial Officer | ||||
| CFPB | Consumer Financial Protection Bureau | ||||
| CFTC | Commodity Futures Trading Commission | ||||
| CIB | Corporate and Investment Banking | ||||
| CIO | Chief Information Officer | ||||
| CISO | Chief Information Security Officer | ||||
| CMO | Collateralized mortgage obligation | ||||
| Company | Truist Financial Corporation and its subsidiaries (interchangeable with “Truist” below) | ||||
| COVID-19 | Coronavirus disease 2019 | ||||
| CRA | Community Reinvestment Act of 1977 | ||||
| CRE | Commercial real estate | ||||
| CRO | Chief Risk Officer | ||||
| CTRO | Chief Technology Risk Officer | ||||
| DEI | Diversity, Equity & Inclusion | ||||
| DIF | Deposit Insurance Fund administered by the FDIC | ||||
| Dodd-Frank Act | Dodd-Frank Wall Street Reform and Consumer Protection Act | ||||
| DTA | Deferred tax asset | ||||
| DTL | Deferred tax liability | ||||
| EGRRCPA | Economic Growth, Regulatory Relief, and Consumer Protection Act | ||||
| EPS | Earnings per common share | ||||
| ERC | Enterprise Risk Committee | ||||
| ERISA | Employee Retirement Income Security Act of 1974 | ||||
| ESG | Environmental, Social, and Governance | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| FASB | Financial Accounting Standards Board | ||||
| FDIC | Federal Deposit Insurance Corporation | ||||
| FHA | Federal Housing Administration | ||||
| FHC | Financial holding company | ||||
| FHLB | Federal Home Loan Bank | ||||
| FHLMC | Federal Home Loan Mortgage Corporation | ||||
| FINRA | Financial Industry Regulatory Authority | ||||
| FNMA | Federal National Mortgage Association | ||||
| FRB | Board of Governors of the Federal Reserve System | ||||
| FTE | Full-time equivalent employee | ||||
| GAAP | Accounting principles generally accepted in the United States of America | ||||
| GCO | Governance and Controls Organization | ||||
| GDP | Gross Domestic Product | ||||
| GNMA | Government National Mortgage Association | ||||
| Grandbridge | Grandbridge Real Estate Capital, LLC | ||||
| GSE | U.S. government-sponsored enterprise | ||||
| GSIBs | Global systemically important banks | ||||
| HFI | Held for investment | ||||
| HQLA | High-quality liquid assets |
Truist Financial Corporation 1
| Term | Definition | ||||
| HTM | Held-to-maturity | ||||
| IDI | Insured depository institution | ||||
| IH | Insurance Holdings, an operating segment | ||||
| IPV | Independent price verification | ||||
| IRC | Internal Revenue Code | ||||
| IRS | Internal Revenue Service | ||||
| ISDA | International Swaps and Derivatives Association, Inc. | ||||
| LCR | Liquidity Coverage Ratio | ||||
| LHFS | Loans held for sale | ||||
| LIBOR | London Interbank Offered Rate | ||||
| LIBOR Act | Adjustable Interest Rate (LIBOR) Act | ||||
| LOCOM | Lower of cost or market | ||||
| Market Risk Rule | Market risk capital requirements issued jointly by the OCC, U.S. Treasury, FRB, and FDIC | ||||
| MBS | Mortgage-backed securities | ||||
| MD&A | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
| Merger | Merger of BB&T Corporation and SunTrust Banks, Inc. effective December 6, 2019 | ||||
| MRLCC | Market Risk, Liquidity and Capital Committee | ||||
| MRO | Model Risk Oversight | ||||
| MSR | Mortgage servicing right | ||||
| MSRB | Municipal Securities Rulemaking Board | ||||
| NA | Not applicable | ||||
| NCCOB | North Carolina Office of the Commissioner of Banks | ||||
| NFA | National Futures Association | ||||
| NIM | Net interest margin, computed on a TE basis | ||||
| NM | Not meaningful | ||||
| NPA | Nonperforming asset | ||||
| NPL | Nonperforming loan | ||||
| NSFR | Net stable funding ratio | ||||
| NYSE | New York Stock Exchange | ||||
| OAS | Option adjusted spread | ||||
| OCC | Office of the Comptroller of the Currency | ||||
| OCI | Other comprehensive income (loss) | ||||
| OFAC | U.S. Department of the Treasury’s Office of Foreign Assets Control | ||||
| OPEB | Other post-employment benefit | ||||
| OREO | Other real estate owned | ||||
| OT&C | Other, Treasury and Corporate | ||||
| OTC | Over-the-counter | ||||
| Parent Company | Truist Financial Corporation, the parent company of Truist Bank and other subsidiaries | ||||
| Patriot Act | Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 | ||||
| PCD | Purchased credit deteriorated loans | ||||
| PSU | Performance share units | ||||
| RMO | Risk Management Organization | ||||
| ROU assets | Right-of-use assets | ||||
| RSA | Restricted stock award | ||||
| RSU | Restricted stock unit | ||||
| RUFC | Reserve for unfunded lending commitments | ||||
| S&P | Standard & Poor’s | ||||
| SBA | Small Business Administration | ||||
| SBIC | Small Business Investment Company | ||||
| SCB | Stress Capital Buffer | ||||
| SEC | Securities and Exchange Commission | ||||
| SOFR | Secured Overnight Financing Rate | ||||
| SunTrust | SunTrust Banks, Inc. | ||||
| Tailoring Rules | The 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 | ||||
| TBA | To-be-announced | ||||
| TBVPS | Tangible book value per common share | ||||
| TDR | Troubled debt restructuring | ||||
| TE | Taxable-equivalent | ||||
| TIH | Truist Insurance Holdings, LLC | ||||
| TRS | Total Return Swap | ||||
| Truist | Truist Financial Corporation and its subsidiaries (interchangeable with the “Company” above) | ||||
| Truist Bank | Truist Bank, formerly Branch Banking and Trust Company | ||||
| U.S. | United States of America | ||||
| U.S. DOJ | United States Department of Justice | ||||
| U.S. Treasury | United States Department of the Treasury | ||||
| UPB | Unpaid principal balance | ||||
| USAA | United Services Automobile Association | ||||
| UTB | Unrecognized tax benefit | ||||
| VaR | Value-at-risk | ||||
| VIE | Variable interest entity |
2 Truist Financial Corporation
Forward-Looking Statements
From time to time we have made, and in the future will make, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “pursue,” “seek,” “continue,” “estimate,” “project,” “outlook,” “forecast,” “potential,” “target,” “objective,” “trend,” “plan,” “goal,” “initiative,” “priorities,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, or results.
This report, including any information incorporated by reference in this report, contains forward-looking statements. We also may make forward-looking statements in other documents that are filed or furnished with the SEC. In addition, we may make forward-looking statements orally or in writing to investors, analysts, members of the media, and others. All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, and results may differ materially from those set forth in any forward-looking statement. While no list of assumptions, risks, and uncertainties could be complete, some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements include:
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evolving political, business, economic, and market conditions at local, regional, national, and international levels;
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monetary, fiscal, and trade laws or policies, including as a result of actions by governmental agencies, central banks, or supranational authorities;
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the legal, regulatory, and supervisory environment, including changes in financial-services legislation, regulation, policies, or government officials or other personnel;
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our ability to address heightened scrutiny and expectations from supervisory or other governmental authorities and to timely and credibly remediate related concerns or deficiencies;
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judicial, regulatory, and administrative inquiries, examinations, investigations, proceedings, disputes, or rulings that create uncertainty for or are adverse to us or the financial-services industry;
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the outcomes of judicial, regulatory, and administrative inquiries, examinations, investigations, proceedings, or disputes to which we are or may be subject and our ability to absorb and address any damages or other remedies that are sought or awarded and any collateral consequences;
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evolving accounting standards and policies;
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the adequacy of our corporate governance, risk-management framework, compliance programs, and internal controls over financial reporting, including our ability to control lapses or deficiencies in financial reporting, to make appropriate estimates, or to effectively mitigate or manage operational risk;
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any instability or breakdown in the financial system, including as a result of the actual or perceived soundness of another financial institution or another participant in the financial system;
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disruptions and shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including financial or systemic shocks and volatility or changes in market liquidity, interest or currency rates, or valuations;
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our ability to cost-effectively fund our businesses and operations, including by accessing long- and short-term funding and liquidity and by retaining and growing client and customer deposits;
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changes in any of our credit ratings;
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our ability to manage any unexpected outflows of uninsured deposits and avoid selling investment securities or other assets at an unfavorable time or at a loss;
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negative market perceptions of our investment portfolio or its value;
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adverse publicity or other reputational harm to us, our service providers, or our senior officers;
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business and consumer sentiment, preferences, or behavior, including spending, borrowing, or saving by businesses or households;
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our ability to execute on strategic and operational plans, including simplifying our businesses, achieving cost-savings targets and lowering expense growth, accelerating franchise momentum, and improving our capital position;
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changes in our corporate and business strategies, the composition of our assets, or the way in which we fund those assets;
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our ability to successfully make and integrate acquisitions and to effect divestitures;
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our ability to develop, maintain, and market our products or services or to absorb unanticipated costs or liabilities associated with those products or services;
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our ability to innovate, to anticipate the needs of current or future clients and customers, to successfully compete, to increase or hold market share in changing competitive environments, or to deal with pricing or other competitive pressures;
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our ability to maintain secure and functional financial, accounting, technology, data processing, or other operating systems or infrastructure, including those that safeguard personal and other sensitive information;
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our ability to appropriately underwrite loans that we originate or purchase and to otherwise manage credit risk, including in connection with commercial and consumer mortgage loans;
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our ability to satisfactorily and profitably perform loan servicing and similar obligations;
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the credit, liquidity, or other financial condition of our customers, counterparties, service providers, or competitors;
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our ability to effectively deal with economic, business, or market slowdowns or disruptions;
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the efficacy of our methods or models in assessing business strategies or opportunities or in valuing, measuring, estimating, monitoring, or managing positions or risk;
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our ability to keep pace with changes in technology that affect us or our clients, customers, counterparties, service providers, or competitors or to maintain rights or interests in associated intellectual property;
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our ability to attract, hire, and retain key teammates and to engage in adequate succession planning;
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the performance and availability of third-party service providers on whom we rely in delivering products and services to our clients and customers and otherwise in conducting our business and operations;
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our ability to detect, prevent, mitigate, and otherwise manage the risk of fraud or misconduct by internal or external parties; our ability to manage and mitigate physical-security and cybersecurity risks, including denial-of-service attacks, hacking, phishing, social-engineering attacks, malware intrusion, data-corruption attempts, system breaches, identity theft, ransomware attacks, environmental conditions, and intentional acts of destruction;
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natural or other disasters, calamities, and conflicts, including terrorist events, cyber-warfare, and pandemics;
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widespread outages of operational, communication, and other systems;
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our ability to maintain appropriate ESG practices, oversight, and disclosures;
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policies and other actions of governments to manage and mitigate climate and related environmental risks, and the effects of climate change or the transition to a lower-carbon economy on our business, operations, and reputation; and
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other assumptions, risks, or uncertainties described in the Risk Factors (Item 1A), Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7), or the Notes to the Consolidated Financial Statements (Item 8) in this Annual Report on Form 10-K or described in any of the Company’s annual, quarterly or current reports.
Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.
Truist Financial Corporation 3
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