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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172020


Commission File Number: 1-10853
BB&TTRUIST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina56-0939887
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
200 West Second214 North Tryon Street
Winston-Salem, North Carolina
27101
Charlotte,North Carolina28202
(Address of principal executive offices)(Zip Code)
Registrant’s
Registrant's telephone number, including area code:(336)733-2000

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $5 par valueTFCNew York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series D Non-Cumulative Perpetual Preferred StockNew York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series E Non-Cumulative Perpetual Preferred StockNew York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series F Non-Cumulative Perpetual Preferred StockTFC.PFNew York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series G Non-Cumulative Perpetual Preferred StockTFC.PGNew York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series H Non-Cumulative Perpetual Preferred StockTFC.PHNew York Stock Exchange
Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred StockTFC.PINew York Stock Exchange
5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred StockTFC.PJNew York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred StockTFC.PONew York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred StockTFC.PRNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ýNo ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ýNo ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ýNo ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by references in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerýAccelerated filer¨
Non-accelerated filer¨(Do not check if a smaller reporting company)Smaller reporting company¨
Emerging growth company¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No ý
At January 31, 2018,2021, the Company had 778,291,4541,347,198,511 shares of its Common Stock,common stock, $5 par value, outstanding. As of June 30, 2017,2020, the aggregate market value of voting stock held by nonaffiliates of the Company was approximately $36.5$50.5 billion. Documents incorporated by reference: Portions of the definitive proxy statement relating to the registrant’s 2018registrant's 2021 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.



TABLE OF CONTENTS
Form 10-KTRUIST FINANCIAL CORPORATION
FORM 10-K
December 31, 20172020
Page Nos.No.
PART I
Item 1Business
Item 1ARisk Factors
PART I
Glossary of Defined Terms
Forward-Looking Statements
Item 1Business
Item 1ARisk Factors
Item 1BUnresolved Staff Comments-(NoneComments (None to be reported)
Item 2Properties
Item 3Legal Proceedings (see Note 6, Note 11 and Note 13)16)
Item 4Mine Safety Disclosures-(NotDisclosures (Not applicable)
PART II
Item 5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6Selected Financial Data
Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7AQuantitative and Qualitative Disclosures About Market Risk (see Market Risk Management)
Item 8Financial Statements and Supplementary Data
Quarterly Financial Summary
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Note 1. SummaryBasis of Significant Accounting PoliciesPresentation
Note 2. SecuritiesBusiness Combinations
Note 3. Securities Financing Activities
Note 4. Investment Securities
Note 5. Loans and ACL
Note 4.6. Premises and Equipment
Note 5.7. Goodwill and Other Intangible Assets
Note 6.8. Loan Servicing
Note 7. Deposits9. Other Assets and Liabilities
Note 8. Long-Term Debt10. Deposits
Note 9.11. Borrowings
Note 12. Shareholders' Equity
Note 10.13. AOCI
Note 11.14. Income Taxes
Note 12.15. Benefit Plans
Note 13.16. Commitments and Contingencies
Note 14.17. Regulatory Requirements and Other Restrictions
Note 15.18. Fair Value Disclosures
Note 19. Derivative Financial Instruments
Note 20. Computation of EPS
Note 21. Operating Segments
Note 22. Parent Company Financial StatementsInformation
Note 16. Fair Value Disclosures
Note 17. Derivative Financial Instruments
Note 18. Computation of EPS
Note 19. Operating Segments
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure-(NoneDisclosure (None to be reported)
Item 9AControls and Procedures
Item 9BOther Information-(NoneInformation (None to be reported)
PART III
Item 10Directors, Executive Officers and Corporate Governance*
Item 11Executive Compensation*
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters*
Item 13Certain Relationships and Related Transactions, and Director Independence*
Item 14Principal Accounting Fees and Services*
PART IV
Item 15Exhibits, Financial Statement Schedules
Financial Statements-(seeStatements (see Listing in Item 8 above)
Exhibits
Financial Statement Schedules-(NoneSchedules (None required)
Item 16Form 10-K Summary-Summary (None)


*



*
For information regarding executive officers, refer to "Executive Officers of BB&T"Officers" in Part I. The other information required by Item 10 is incorporated herein by reference to the information that appears under the headings "Proposal 1-Election of"Nominees for Election as Directors for a One-Year Term Expiring in 2022," "Nominating and Governance Committee Director Nominations," "Ethics at Truist," "Corporate Governance Matters," "Corporate Governance Matters-Board Committees, Membership, Attendance and Lead Director Responsibilities,Guidelines," "Audit Committee Report" and "Section 16(a) Beneficial Ownership Reporting Compliance""Audit Committee" in the Registrant’sRegistrant's Proxy Statement for the 20182021 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 2021 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 2021 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 2021 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 2021 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 Committee Report on Executive Compensation," "Compensation Committee Interlocks and Insider Participation" and "Compensation of Directors" in the Registrant’s Proxy Statement for the 2018 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. The other information required by Item 12 is incorporated herein by reference to the information that appears under the headings "Stock Ownership Information" in the Registrant’s Proxy Statement for the 2018 Annual Meeting of Shareholders.
The information required by Item 13 is incorporated herein by reference to the information that appears under the headings "Corporate Governance Matters-Director Independence" and "Transactions with Executive Officers and Directors" in the Registrant’s Proxy Statement for the 2018 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 Auditors" and "Audit Committee Pre-Approval Policy" in the Registrant’s Proxy Statement for the 2018 Annual Meeting of Shareholders.



Glossary of Defined Terms
The following terms may be used throughout this Report,report, including the consolidated financial statements and related notes.
TermDefinition
2017 Repurchase PlanPlan for the repurchase of up to $1.93 billion of BB&T's common stock
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
American CoastalALMAsset/Liability management
ARRCAmerican Coastal Insurance CompanyAlternative Reference Rates Committee of the FRB and the Federal Reserve Bank of New York
AOCIAccumulated other comprehensive income (loss)
Basel III RulesGlobal regulatory standardsRules issued by the FRB, OCC and FDIC on bank capital adequacy and liquidity published byrequirements in the BCBSU.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
Branch BankBranch Banking and Trust Company (changed to "Truist Bank" effective with the Merger)
BSA/AMLBank Secrecy Act/Anti-Money Laundering
CB-CommercialBoardTruist's Board of Directors
BUCommunityBusiness Unit
C&CBCorporate and Commercial Banking, Commercial, an operating segment
CB-RetailCARES ActThe Coronavirus Aid, Relief, and Economic Security Act
CB&WCommunityConsumer Banking Retail and Consumer Finance,Wealth, an operating segment
CCARComprehensive Capital Analysis and Review
CDCertificate of deposit
CDICore deposit intangible assets
CECLCurrent expected credit loss model
CEOChief Executive Officer
CET1CFTCCommodity Futures Trading Commission
CFOChief Financial Officer
CET1Common equity Tiertier 1
CFPBCIBCorporate and Investment Banking
CFPBConsumer Financial Protection Bureau
CISACybersecurity Information Sharing Act
CMOCollateralized mortgage obligation
ColonialCollectively, certain assets and liabilities of Colonial Bank acquired by BB&T in 2009
CompanyBB&TTruist Financial Corporation and its subsidiaries (interchangeable with "BB&T" above)"Truist" below), formerly BB&T Corporation
COVID-19Coronavirus disease 2019
CRACommunity Reinvestment Act of 1977
CRECommercial real estate
CRMCCredit Risk Management Committee
CROChief Risk Officer
CROCDCDisclosure Committee
DEICompliance Risk Oversight CommitteeDiversity, Equity & Inclusion
DIFDeposit Insurance Fund administered by the FDIC
Dodd-Frank ActDodd-Frank Wall Street Reform and Consumer Protection Act
DOLDTAUnited States Department of LaborDeferred tax asset
DTSSRCDTLDeferred tax liability
EBPCCData & Technology Services Strategy &Ethics, Business Practices, and Conduct Committee
ECRPMCEnterprise Credit Risk and Portfolio Management Committee
EGRRCPAEconomic Growth, Regulatory Relief, and Consumer Protection Act
ERCEnterprise Risk Committee
ERISAEmployee Retirement Income Security Act of 1974
EPSEarnings per common share
EVEEconomic value of equity
Exchange ActSecurities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
FATCAForeign Account Tax Compliance Act
FDICFederal Deposit Insurance Corporation
FHAFederal Housing Administration
FHCFinancial Holding Companyholding company
FHLBFederal Home Loan Bank
Truist Financial Corporation 1


TermDefinition
FHLMCFederal Home Loan Mortgage Corporation
FINRAFinancial Industry Regulatory Authority
FNMAFederal National Mortgage Association
FRBBoard of Governors of the Federal Reserve System
FS&CFFTEFinancial Services and Commercial Finance, an operating segment
FTPFunds transfer pricingFull-time equivalent employee
GAAPAccounting principles generally accepted in the United States of America
GNMAGDPGross 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
HTMHQLAHigh-quality liquid assets
HTMHeld-to-maturity
HUD-OIGOffice of Inspector General, U.S. Department of Housing and Urban Development

TermDefinition
IDIInsured depository institution
IH&PFInsurance Holdings, and Premium Finance, 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
MBSLOCOMLower of cost or market
Market Risk RuleMarket risk capital requirements issued jointly by the OCC, U.S. Treasury, FRB, and FDIC
MBSMortgage-backed securities
MRLCCMD&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
MRMModel Risk Management
MSRMortgage servicing right
MSRBMunicipal Securities Rulemaking Board
N/ANANot applicable
National PennNational Penn Bancshares, Inc., previously a Pennsylvania incorporated BHC, acquired April 1, 2016
NCCOBNorth Carolina Office of the Commissioner of Banks
NIMNet interest margin, computed on a taxable-equivalentTE basis
NMNot meaningful
NPANonperforming asset
NPLNonperforming loan
NSFRNet stable value funding ratio
NYSENYSE Euronext, Inc.New York Stock Exchange
OASOption adjusted spread
OCIOCCOffice of the Comptroller of the Currency
OCIOther comprehensive income (loss)
OFACU.S. Department of the Treasury’sTreasury's Office of Foreign Assets Control
OREOOPEBOther post-employment benefit
OREOOther real estate owned
ORMCOperational Risk Management Committee
OT&COther, Treasury and Corporate
OTCOver-the-counter
OTTIOther-than-temporaryOther than temporary impairment
Parent CompanyBB&TTruist Financial Corporation, the parent company of BranchTruist Bank and other subsidiaries
Patriot ActUniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
PCIPCDPurchased credit deteriorated loans
PCIPurchased credit impaired loans as well as assets of Colonial Bank acquired from
Peer GroupFinancial holding companies included in the FDIC during 2009, which were formerly covered under loss sharing agreementsindustry peer group index
PPPPaycheck Protection Program, established by the CARES Act
PSUPerformance share units
2 Truist Financial Corporation


Re-REMICs
TermDefinition
Re-REMICsRe-securitizations of Real Estate Mortgage Investment Conduits
RMCRisk Management Committee
RMORisk Management Organization
RSUROU assetsRight-of-use assets
RSARestricted stock award
RSURestricted stock unit
RUFCReserve for unfunded lending commitments
S&PStandard & Poor's
SBICSmall Business Investment Company
SECSCBStress Capital Buffer
SECSecurities and Exchange Commission
Short-Term BorrowingsFederal funds purchased, securities sold under repurchase agreements and other short-term borrowed funds with original maturities of less than one year
SimulationSOFRInterest sensitivity simulation analysisSecured Overnight Financing Rate
SusquehannaSunTrustSusquehanna Bancshares,SunTrust Banks, Inc., acquired by BB&T effective August 1, 2015
Swett & CrawfordTailoring RulesCGSC North America Holdings Corporation, acquiredThe final rules changing the applicability thresholds for regulatory capital and liquidity requirements, issued by BB&T effective April 1, 2016
TBATo be announcedthe OCC, FRB, and FDIC, together with the final rules changing the applicability thresholds for enhanced prudential standards issues by the FRB
TDRTroubled debt restructuring
TETaxable-equivalent
U.S.TMCTechnology Management Committee
TRSTotal Return Swap
TruistTruist Financial Corporation and its subsidiaries (interchangeable with the "Company" above), formerly BB&T Corporation
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
VaRUTBUnrecognized tax benefit
VAUnited States Department of the Veterans Affairs
VaRValue-at-risk
VIE
VIEVariable interest entity


Truist Financial Corporation 3


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 BB&T that are based on the beliefs and assumptions of the management of BB&T and the information available to management at the time that these disclosures were prepared.Truist. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "may," "will," "should," "could,"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 subjectdifficult 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 anticipated results. Such factorsthose contemplated by forward-looking statements include but are not limitedthe following, without limitation, as well as the risks and uncertainties more fully discussed under Item 1A-Risk Factors:

risks and uncertainties relating to the following: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;
l
general economic or business conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, slower deposit and/or asset growth, and a deterioration in credit quality and/or a reduced demand for credit, insurance or other services;
l
disruptions to the national or global financial markets, including the impact of a downgrade of U.S. government obligations by one of the credit ratings agencies, the economic instability and recessionary conditions in Europe, the eventual exit of the United Kingdom from the European Union;
l
changes in the interest rate environment, including interest rate changes made by the Federal Reserve, as well as cash flow reassessments may reduce net interest margin and/or the volumes and values of loans made or held as well as the value of other financial assets held;
l
competitive pressures among depository and other financial institutions may increase significantly;
l
legislative, regulatory or accounting changes, including changes resulting from the adoption and implementation of the Dodd-Frank Act may adversely affect the businesses in which BB&T is engaged;
l
local, state or federal taxing authorities may take tax positions that are adverse to BB&T;
l
a reduction may occur in BB&T's credit ratings;
l
adverse changes may occur in the securities markets;
l
competitors of BB&T may have greater financial resources or develop products that enable them to compete more successfully than BB&T and may be subject to different regulatory standards than BB&T;
l
cybersecurity risks could adversely affect BB&T's business and financial performance or reputation, and BB&T could be liable for financial losses incurred by third parties due to breaches of data shared between financial institutions;
l
higher-than-expected costs related to information technology infrastructure or a failure to successfully implement future system enhancements could adversely impact BB&T's financial condition and results of operations and could result in significant additional costs to BB&T;
l
natural or other disasters, including acts of terrorism, could have an adverse effect on BB&T, materially disrupting BB&T's operations or the ability or willingness of customers to access BB&T's products and services;
l
costs related to the integration of the businesses of BB&T and its merger partners may be greater than expected;
l
failure to execute on strategic or operational plans, including the ability to successfully complete and/or integrate mergers and acquisitions or fully achieve expected cost savings or revenue growth associated with mergers and acquisitions within the expected time frames could adversely impact financial condition and results of operations;
l
significant litigation and regulatory proceedings could have a material adverse effect on BB&T;
l
unfavorable resolution of legal proceedings or other claims and regulatory and other governmental investigations or other inquiries could result in negative publicity, protests, fines, penalties, restrictions on BB&T's operations or ability to expand its business and other negative consequences, all of which could cause reputational damage and adversely impact BB&T's financial conditions and results of operations;
l
risks resulting from the extensive use of models;
l
risk management measures may not be fully effective;
l
deposit attrition, customer loss and/or revenue loss following completed mergers/acquisitions may exceed expectations; and
l
widespread system outages, caused by the failure of critical internal systems or critical services provided by third parties, could adversely impact BB&T's financial condition and results of operations.
deposit attrition, client loss or revenue loss following completed mergers or acquisitions may be greater than anticipated;

the COVID-19 pandemic has disrupted the global economy, adversely impacted Truist's financial condition and results of operations, including through increased expenses, reduced fee income and net interest margin and increases in the allowance for credit losses, and continuation of current conditions could worsen these 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;
Truist is subject to credit risk by lending or committing to lend money 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 collateral;
changes in the interest rate environment, including the replacement of LIBOR as an interest rate benchmark and potentially negative interest rates, 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 ratings, which could increase the cost of funding or limit access to capital markets;
risk management oversight functions may not identify or address risks adequately, and management may not be able to effectively manage credit risk;
risks resulting from the extensive use of models in Truist's business, which may impact decisions made by management and regulators;
failure to execute on strategic or operational plans, including the ability to successfully complete or integrate mergers and acquisitions;
increased competition, including from new or existing competitors that could have greater financial resources or be subject to different regulatory standards, for 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, which could damage Truist's reputation;
increased scrutiny regarding Truist's consumer sales practices, training practices, incentive compensation design and governance;
regulatory matters, litigation or other legal actions, which 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 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 agencies could have a material adverse effect on profitability;
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;
general economic or business conditions, either globally, nationally or regionally, may be less favorable than expected, and instability in global geopolitical matters 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;
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;
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 personnel, and if these individuals leave or change roles without effective replacements, Truist's operations and integration activities could be adversely impacted, which could be exacerbated as Truist continues to integrate the management teams of heritage BB&T and heritage SunTrust;
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, cyber attacks and identity theft, 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 could have an adverse effect on Truist's financial condition and results of operations, or 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 of this report, and should also consider the risks and uncertainties described elsewhere in this report, including under the "Risk Factors" section. Actual results may differ materially from those expressed in or implied by any forward-looking statement.they are made. Except to the extent required by applicable law or regulation, BB&TTruist undertakes no obligation to revise or update publicly any forward-looking statements for any reason. Readers should, however, consult any further disclosures of a forward-looking nature BB&T may make in any subsequent Annual Reports on Form 10‑K, Quarterly Reports on Form 10‑Q, or Current Reports on Form 8‑K.statements.

4 Truist Financial Corporation


ITEM 1. BUSINESS

BB&TTruist is a FHCbanking organization headquartered in Winston-Salem,Charlotte, North Carolina. BB&TTruist conducts its business operations primarily through its bank subsidiary, BranchTruist Bank, and other nonbank subsidiaries.

Merger with SunTrust

The Company completed its Merger with SunTrust on December 6, 2019. Refer to "Note 2. Business Combinations" for additional details related to the Merger.

Operating Subsidiaries

BranchTruist Bank, (Winston-Salem, North Carolina), BB&T’sTruist's largest subsidiary, was chartered in 1872 and is the oldest bank headquartered in North Carolina. BranchTruist Bank provides a wide range of banking and trust services for retail and commercial clients in its geographic markets, including small and mid-size businesses, public agencies, local governments and individuals, through 2,0492,781 offices (asas of December 31, 2017). Branch Bank’s principal operating2020 and its digital platform.

Services

Truist's subsidiaries include:
BB&T Commercial Equipment Capital Corp. (Malvern, Pennsylvania) provides loans and lease financing tooffer commercial and small businesses.

BB&T Equipment Finance Corporation (Charlotte, North Carolina) provides loan and lease financing to commercial and small businesses;

BB&T Insurance Services, Inc. (Raleigh, North Carolina) offers property and casualty, life, health, employee benefits, commercial general liability, surety, title and other insurance products through its agency network;

BB&T Investment Services, Inc. (Charlotte, North Carolina) was a registered broker-dealer and offers clients non-deposit investment products, including discount brokerage services, equities, fixed-rate, variable-rate and index annuities, mutual funds, government and municipal bonds, and money market funds. It merged with BB&T Securities, LLC effective January 1, 2018;

CRC Insurance Services, Inc. (Birmingham, Alabama) is a wholesale insurance broker authorized to do business nationwide;

Crump Life Insurance Services, Inc. (Parsippany, New Jersey) is a wholesale insurance broker authorized to do business nationwide;

Grandbridge (Charlotte, North Carolina) specializes in arranging and servicing commercial mortgage loans;

McGriff, Seibels & Williams, Inc. (Birmingham, Alabama) is authorized to do business nationwide and specializes in providing insurance products on an agency basis to large commercial clients, including many Fortune 500 companies;

Prime Rate Premium Finance Corporation, Inc. (Florence, South Carolina) and its subsidiaries, which include AFCO Credit Corporation, provide insurance premium financing to clients in the United States and Canada; and

Major Nonbank Subsidiaries
BB&T also has a number of nonbank subsidiaries, including:
BB&T Securities, LLC (Richmond, Virginia) is a registered investment banking and full-service brokerage firm that provides services in retail brokerage, equity and debt underwriting, investment advice, corporate finance and equity research; and facilitates the origination, trading and distribution of fixed-income securities and equity products in both the public and private capital markets;

Regional Acceptance Corporation (Greenville, North Carolina) specializes in nonprime, indirect financing for consumer purchases of primarily mid-model and late-model used automobiles; and

Sterling Capital Management, LLC (Charlotte, North Carolina) is a registered investment advisor, which provides tailored investment management solutions to meet the specific needs and objectives of individual and institutional clients through a full range of investment strategies.


Services

BB&T’s subsidiaries offer a variety of services targeted to retail and commercial clients. BB&T’s objective is to offer clients a full array of products and services to meet all their financial needs. BB&T provides insurance services primarily through its retail agency and wholesale brokerage operations.
Retail Services:Commercial Services:Table 1: Services
Asset managementConsumer Services:Asset managementCommercial Services:
AutomobileAsset managementAsset based lendingAssociation services
Automobile lendingAsset management
Bankcard lendingAssociation services
Consumer financeCapital markets services
Consumer financeHome equity lendingCommercial deposit and treasury services
Home equity lendingCommercial finance
Home mortgage lendingCommercial finance
InsuranceCommercial middle market lending
InsuranceInvestment brokerage servicesCommercial mortgage lending
Investment brokerage servicesMobile/online bankingCorporate banking
Mobile/online bankingPayment solutionsFloor plan lending
Payment solutionsPrivate equity investmentsGovernmental finance
Retail deposit servicesInstitutional trust services
Retail deposit servicesInsurance
Small business lendingInsurance
Student lendingInsurance premium finance
Wealth management/private bankingInternational banking services
LeasingInvestment banking services
Merchant servicesLeasing
Merchant services
Mortgage warehouse lending
PaymentTreasury and payment solutions
Private equity investments
Real estate lending
Supply chain managementfinancing


Operating Segments
Truist Financial Corporation 5



Refer to "Note 19. Operating Segments" for disclosures related to BB&T’s operating segments.

Market Area


The following table reflects BB&T’sTruist's deposit market share and branch locations by state:
Table 2: Deposit Market Share and Branch Locations by State
 % of Truist’s Deposits (2)Deposit Market Share Rank (2)Number of Branches (3)
Florida23 %3rd637
Georgia16 1st325
Virginia15 2nd406
North Carolina (1)15 1st371
Maryland3rd232
Tennessee4th145
Pennsylvania8th180
South Carolina3rd128
Texas17th103
West Virginia1st52
Kentucky4th73
Washington, D.C.4th28
Alabama6th70
New Jersey19th23
Other statesNANA8
Table 1
BB&T Deposit Market Share and Branch Locations by State
       
  % of BB&T's Deposits (2) Deposit Market Share Rank (2) Number of Branches (3)
North Carolina (1) 21% 2nd 328
Virginia 16
 4th 319
Florida 13
 7th 298
Pennsylvania 10
 6th 246
Georgia 8
 5th 144
Maryland 7
 6th 158
South Carolina 6
 3rd 102
Texas 4
 14th 117
Kentucky 4
 4th 99
West Virginia 4
 1st 68
Alabama 3
 6th 77
Tennessee 2
 8th 46
New Jersey 1
 16th 30
Washington, D.C. 1
 9th 12
(1)Excludes home office deposits.
(2)Source: S&P Global Market Intelligence-data as of December 28, 2017.
(3)As of December 31, 2017. Excludes three branches in Ohio and two in Indiana.

(1)Excludes home office deposits.

(2)Source: FDIC.gov data as of June 30, 2020.
BB&T operates in markets that have a diverse employment base covering numerous industries. (3)As of December 31, 2020.

Management strongly believes that BB&T’sTruist's community bank approach to providing client service is a competitive advantage that strengthens the Company’sCompany's ability to effectively provide financial products and services to businesses and individuals in its markets. Furthermore, BB&TIn addition, management has made significant investments in recent years to develop its digital platform and believes that its current market area will support growthmobile and online applications are highly competitive in assets and deposits in the future.meeting clients' expectations.


Competition


The financial services industry is highlyintensely competitive and constantly evolving. BB&T’sLegislative, regulatory, economic, and technological changes as well as continued consolidation within the industry could result in competition from new and existing market participants. Truist's subsidiaries compete actively with national, regional and local financial services providers, including banks, thrifts, securities dealers, mortgage bankers, finance companies, financial technology companies and insurance companies. In recent years, competitionThe ability of non-banking entities, including financial technology companies, to provide services previously limited to commercial banks has increased from institutionscompetition. Non-banking entities are not subject to the same regulatory restrictionsframework as domestic banks and BHCs. Consumers haveBHCs, and therefore, can often operate with greater flexibility and lower costs. In addition, the opportunityability to select fromaccess and use technology is an increasingly significant competitive factor in the financial services industry. Having the right technology is a variety of traditionalcritically important component to client satisfaction because it affects the Company’s ability to deliver the products and nontraditional alternatives. The industry frequently sees merger activity, which affects competition by eliminating some regionalservices that clients desire in a manner that they find convenient and local institutions, while strengtheningattractive. Management believes that the franchises of acquirers.Company is well positioned to compete and that its continued focus on touch and technology will engender trust among its current and future clients. For additional information concerning markets, BB&T’sTruist's competitive position and business strategies, and recent government interventions, see "Market Area" above and "General Business Development" below.in the discussion that follows.


General Business Development


BB&T is a regional FHCTruist seeks to satisfy all of its clients' financial needs, enabling the Company to grow and has maintained a long-term focus on a strategy that includes expansion of asset size and diversification in terms of revenues anddiversify its sources of revenue and profitability. ThisTruist's long-term strategy encompasses both organic and inorganic growth, andincluding mergers or acquisitions of complementary banks andcomplimentary financial institutions or other businesses.


Merger and Acquisition Strategy


BB&T’sTruist's merger and acquisition strategy focuses on meeting the following criteria:

the organization must be a good fit with Truist's culture;
the merger or acquisition must be strategically attractive;
associated risks must be identified and mitigation plans put in place, such that any residual risks fall within Truist's risk appetite; and
the transaction must meet Truist's financial criteria.

6 Truist Financial Corporation


Truist's growth in business, profitability and market share has historically been enhanced by strategic mergers and acquisitions. BB&T is not currently pursuing significant mergers or acquisitions, butTruist will assess future opportunities, primarily within or contiguous to BB&T’s existing footprint, based on geography and market conditions and may, among other possibilities, pursue economically advantageous acquisitions of insurance agencies, specializedcertain lending businesses and fee income generating financial services businesses. BB&T’s acquisition strategy will focus on meeting the following criteria:

the organization must be a good fit with BB&T’s culture;

the acquisition must be strategically attractive;

any risks must be identified and mitigation plans put in place to ensure any risks fall within BB&T’s risk appetite; and

the transaction must meet BB&T’s financial criteria.

Regulatory actions, such as the orders more fully discussed in the "BSA/AML and Suspicious Activity" section below, can limit BB&T’s and Branch Bank’s ability to pursue mergers and acquisitions for a period of time and require new or additional regulatory approvals before engaging in certain other business activities.

During 2016, BB&T acquired National Penn and Swett & Crawford. During 2015, BB&T completed the purchases of Susquehanna Bancshares, Inc. and The Bank of Kentucky Financial Corporation. BB&T also acquired 41 retail branches in Texas from Citigroup.


Regulatory Considerations


The extensive regulatory framework applicable to financial institutionsbanking organizations is intended primarily for the protection of depositors the DIF and the stability of the U.S. financial system, rather than for the protection of shareholders and creditors. In addition to banking laws and regulations, and regulatory agencies, BB&TTruist is subject to various other laws regulations, supervision and examination by other regulatory agencies,regulations, all of which directly or indirectly affect the operations and management of BB&TTruist and its ability to make distributions to shareholders. Truist and its subsidiaries are also subject to supervision and examination by multiple regulators.


Banking and other financial services statutes regulations and policies are continually under review by Congress, state legislatures, and federal and state regulatory agencies. In addition to laws and regulations, state and federal bank regulatory agencies may issue policy statements, interpretive letters and similar written guidance applicable to Truist and its subsidiaries. Any change in the statutes, regulations or regulatory policies applicable to Truist, including changes in their interpretation or implementation, could have a material effect on its business or organization.

The current administration and membersscope of Congress have publicly disclosed proposals to change certain laws and regulations. Proposals to change the laws and regulations, are frequently introduced at bothand 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 such as technological and market changes. Regulatory enforcement and fines have also increased across the banking and financial services sector. Truist expects that its business will remain subject to extensive regulation and supervision.

The descriptions below summarize certain significant federal and state levels. The likelihood and timing of any such changes and the impact such changes may have on BB&T is impossible to determine with any certainty. 

The description below summarizes the significant state and federal laws to which BB&T currentlyTruist is subject. The descriptions are qualified in their entirety by reference to the particular statutory or regulatory provisions summarized. The descriptions belowThey do not summarize all possible or proposed changes in current laws or regulations.regulations and are not intended to be a substitute for the related statues or regulatory provisions.



General
Financial Regulatory Oversight

U.S. financial services firms, including BB&T, are subject to significant regulatory oversight. The Dodd-Frank Act is extensive, complex and comprehensive legislation that impacts practically all aspects of a banking organization. The Dodd-Frank Act has led to numerous and far-reaching changes that affect financial institutions.

Certain provisions of the Dodd-Frank Act and other laws are subject to further rulemaking, guidance and interpretation by the applicable federal regulators. BB&T will continue to evaluate the impact of any new regulations so promulgated, including changes in regulatory costs and fees, modifications to consumer products or disclosures required by the CFPB and the requirements of the enhanced supervision provisions, among others.


As a BHC, and a FHC under federal law, BB&TTruist is subject to regulation under the BHCA and theto regulation, examination and reporting requirements ofsupervision by the FRB. BranchTruist Bank, a North Carolina state-chartered commercial bank that is not a member of the Federal Reserve System, is subject to regulation, supervision and examination by the NCCOB the FDIC and the CFPB.

In August 2017, the FRB proposed a new rating system that will applyFDIC. Truist Bank and its affiliates are also subject to all BHCs with total consolidated assets of $50 billion or more. Under the new rating system, component ratings would be assigned for capital planning and positions, liquidity risk management and positions, and governance and controls; however, a standalone composite rating would not be assigned. To be considered “well managed" under the proposed rating system, a firm must be rated “Satisfactory” or “Satisfactory Watch” for each of its three component ratings. Initial ratings would be assigned during 2018 under the proposal.

State and federal law govern the activities in which Branch Bank engages, the investments it makes, and the aggregate amount of loans that may be granted to one borrower. Various consumer and compliance laws and regulations also affect its operations. Branch Bank is also affectedexamination by the actions of the FRB as it implements monetary policy.CFPB for compliance with most federal consumer financial protection laws.


In addition to federal and state banking laws and regulations, BB&TTruist and certain of its subsidiaries and affiliates, including those that engage in derivatives transactions, securities underwriting, dealing,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 the NYSE. Truist Bank is also subject to additional state and federal laws, as well as various compliance regulations, that govern its activities, the investments it makes, and the aggregate amount of loans that may be granted to one borrower.


Examinations by Truist's regulators consider not only compliance with applicable laws, regulations and supervisory policies of the agency, but also capital levels, asset quality, risk management effectiveness, the ability and performance of management and the board of directors, the effectiveness of internal controls, earnings, liquidity and various other factors. Following those examinations, Truist and Truist Bank are assigned supervisory ratings. This supervisory framework, including the examination reports and supervisory ratings, which are considered confidential supervisory information, could materially impact the conduct, growth and profitability of Truist's operations.

Under the FRB's Large Financial Institution Rating System, component ratings are assigned for capital planning, liquidity risk management, and governance and controls. To be considered "well managed" under this rating system, a firm must be rated "broadly meets expectations" or "conditionally meets expectations" for each of its three component ratings.

The results of examinations by any of Truist's federal bank regulators potentially can result in the imposition of significant limitations on Truist's activities and growth. 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 law or regulations, are conducted in an unsafe or unsound manner, or represent an unfair or deceptive act or practice.

Truist Financial Corporation 7


FHC Regulation


Under current federal law, as a BHC, BB&TTruist has elected to becomebe treated as a FHC, which allows it to offer customers virtually any typeengage in a broader range of serviceactivities than would otherwise be permissible for a BHC, including activities that isare financial in nature or incidental thereto, including banking and activities closely related thereto,such as securities underwriting insurance andor merchant banking. In order to maintain its status as a FHC, BB&TTruist and all of its affiliated IDIsIDI must be well-capitalized and well-managed and Truist Bank must have at least a satisfactory CRA rating. The FRB has responsibility for overseeing compliance with these requirements. If the FRB determines that a FHC is not well-capitalized or well-managed, the FHC has a period of time to comply, but during the period of noncompliance, the FRB can place any limitationsmay impose corrective capital and managerial requirements on the FHC, and may place limitations on its ability to conduct certain business activities that it believesFHCs are generally permitted to conduct and its ability to make certain acquisitions. If the failure to meet these standards persists, a FHC may be appropriate.required to divest its IDI subsidiaries, or cease all activities other than those activities that may be conducted by BHCs that are not FHCs. Furthermore, if the FRB determines thatan IDI subsidiary of a FHC has not maintained a satisfactory CRA rating, the FHC would not be able to commence any new financial activities or acquire a company that engages in such activities, although the FHC would still be allowed to engage in activities closely related to banking and make investments in the ordinary course of conducting banking activities.


MostEnhanced Prudential Standards and Regulatory Tailoring Rules

Certain U.S. BHCs, including Truist, are subject to enhanced prudential standards. As such, Truist is subject to more stringent liquidity and capital requirements, leverage limits, stress testing, resolution planning and risk management standards than those applicable to smaller institutions. Certain larger banking organizations are subject to additional enhanced prudential standards. 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.

Under the financial activities that are permissible for FHCs also are permissible for a bank’s "financial subsidiary," except for insurance underwriting, insurance company portfolio investments, real estate investments and development, and merchantTailoring Rules, Truist is subject to the standards applicable to Category III banking organizations, which must be conducted by a FHC. In order for a financial subsidiary of agenerally include bank to engageholding companies with greater than $250 billion, but less than $700 billion, in permissible financial activities, federal law requires the parent bank (and its sister-bank affiliates) to be well-capitalized and well-managed; the aggregatetotal consolidated assets of all of that bank’s financial subsidiaries may not exceed the lesser of 45% of its consolidated total assets or $50 billion; the bank must have at least a satisfactory CRA rating; and if that bank is one of the 100 largest national banks, it must meet certain financial rating or other comparable requirements.

Current federal law also establishes a system of functional regulation under which the FRB is the umbrella regulator for BHCs, but BHC affiliates are principally regulated by functional regulators such as the FDIC for state nonmember bank affiliates, the SEC for securities affiliates and state insurance regulators for insurance affiliates. Certain specific activities, including traditional bank trust and fiduciary activities, may be conducted in the bank without the bank being deemed a "broker" or a "dealer" in securities for purposes of functional regulation. Although states generally must regulate bank insurance activities in a nondiscriminatory manner, states may continue to adopt and enforce rules that specifically regulate bank insurance activitiesless than $75 billion in certain identifiable areas.risk-related exposures.



Resolution Planning


FRBAs a Category III banking organization, Truist will be required to submit a resolution plan every three years, with the first resolution plan under the new rule to be submitted by September 29, 2021. Later resolution plans under this rule will alternate between full resolution plans and FDIC regulations require "covered companies" such as BB&T and systemically important financial institutions such as Branch Bank to file, maintain and update plans for a rapid and orderlytargeted resolution in the event of material financial distress or failure (a "living will"). Both theplans. The FRB and the FDIC must review and evaluate BB&T’sTruist's resolution plan. The FRB and Branch Bank’s living wills andFDIC are authorized to impose restrictions on growth and activities or operations if deemed necessary. The public portionsthe agencies determine that a resolution plan is not credible or would not facilitate a rapid and orderly resolution of the company under the U.S. Bankruptcy Code, and could require the banking organization to divest assets or take other actions if it did not submit an acceptable resolution plan within two years after any such restrictions were imposed.

In addition, Truist Bank is required by an FDIC regulation to file a separate bank level resolution plan. In April 2019, the FDIC issued an advanced notice of proposed rulemaking that would modify the content and frequency of resolution planning requirements for systemically important IDIs. While this proposal did not include specific details regarding the content or frequency of future bank level resolution planning requirements, the FDIC indicated that the revised approach would establish tiered resolution planning requirements based on the size, complexity and other factors of applicable IDIs. On January 19, 2021 the FDIC lifted a moratorium from November 2018 that delayed the next round of submissions of resolution plans for IDIs until this rulemaking process has been completed. The FDIC has indicated that firms will not be required to submit a resolution plan without at least 12 months advance notice. As Truist Bank has not received any written notice regarding its next resolution plan submission it does not currently have an anticipated submission date for a resolution plan.

Capital Requirements

Truist and Truist Bank are availablesubject to certain risk-based capital and leverage ratio requirements established by the FRB, for Truist, and by the FDIC, for Truist Bank. These requirements are based on the capital framework developed by the BCBS for strengthening the regulation, supervision and risk management of banks under Basel III rules, as well as certain provisions of the Dodd-Frank Act. These quantitative calculations are minimums, and the FRB and FDIC may determine that a banking organization, based on its size, complexity, or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner. Failure to be well capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on Truist's operations or financial condition. Failure to be well capitalized or to meet minimum capital requirements could also result in restrictions on Truist's or Truist Bank's ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications.

8 Truist Financial Corporation


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 United States 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.

Under the regulatory capital rules, Truist's and Truist Bank's assets, exposures, and certain off-balance sheet items are subject to risk weights used to determine the institutions' risk-weighted assets. These risk-weighted assets are used to calculate the following minimum capital ratios for Truist and Truist Bank:

CET1 Risk-Based Capital Ratio, equal to the ratio of CET1 capital to risk-weighted assets. CET1 capital primarily includes common shareholders' equity subject to certain regulatory adjustments and deductions, including with respect to goodwill, intangible assets, certain deferred tax assets, and AOCI.
Tier 1 Risk-Based Capital Ratio, equal to the ratio of Tier 1 capital to risk-weighted assets. Tier 1 capital is primarily comprised of CET1 capital, perpetual preferred stock and certain qualifying capital instruments.
Total Risk-Based Capital Ratio, equal to the ratio of total capital, including CET1 capital, Tier 1 capital, and Tier 2 capital, to risk-weighted assets. Tier 2 capital primarily includes qualifying subordinated debt and qualifying ALLL. Tier 2 capital also includes, among other things, certain trust preferred securities.

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 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. The capital conservation buffer was 2.5% through September 30, 2020. Beginning in the Additional Disclosures2020 CCAR cycle, the FRB will notify Truist of its SCB requirements, which is equal to the greater of (i) the difference between its starting and minimum projected CET1 capital ratios under the severely adverse scenario in the supervisory stress test, plus the sum of the dollar amount of Truist's planned common stock dividends for each of the fourth through seventh quarters of the planning horizon as a percentage of risk-weighted assets, or (ii) 2.5%. The FRB assigned Truist an SCB of 2.7%, which is effective from October 1, 2020 through September 30, 2021. Although the final rule continues to require that the firm describe its planned capital distributions in its CCAR capital plan, Truist is no longer required to seek prior approval if it makes capital distributions in excess of those included in its CCAR capital plan. Instead, Truist is subject to automatic distribution limitations if its capital ratios fall below its buffer requirements, which include the SCB.

For certain large banking organizations, the SCB could be supplemented by a countercyclical capital buffer of up to an additional 2.5% of risk-weighted assets. This buffer is currently set at zero. An FRB policy statement establishes the framework and factors the FRB would use in setting and adjusting the amount of the countercyclical capital buffer. Covered banking organizations would generally have 12 months after the announcement of any increase in the countercyclical capital buffer to meet the increased buffer requirement, unless the FRB determines to establish an earlier effective date. If the full countercyclical buffer amount is implemented, Truist would be required to maintain a CET1 capital ratio of at least 9.7%, a Tier 1 capital ratio of at least 11.2%, and a Total capital ratio of at least 13.2%, and Truist Bank would be required to maintain a CET1 capital ratio of at least 9.5%, a Tier 1 capital ratio of at least 11%, and a Total capital ratio of at least 13%, to avoid limitations on capital distributions and certain discretionary incentive compensation payments.

Certain large banking organizations with trading assets and liabilities above certain thresholds, including Truist, are subject to the Market Risk Rule and must adjust their risk-based capital ratios to reflect the market risk of their trading activities. Refer to the "Market Risk" section of the Investor Relations siteMD&A for additional disclosures related to market risk management.

In addition, Truist and Truist Bank are subject to a Tier 1 leverage ratio, equal to the ratio of Tier 1 capital to quarterly average assets, net of goodwill, certain other intangible assets, and certain other deductions. Category III banking organizations are also subject to a minimum 3.0% supplementary leverage ratio. The supplementary leverage ratio is calculated by dividing Tier 1 capital by total leverage exposure, which takes into account on-balance sheet assets as well as certain off-balance sheet items, including loan commitments and potential future exposure of derivative contracts.

In response to the COVID-19 pandemic, the FRB adopted an interim final rule that temporarily changes the supplementary leverage ratio to exclude U.S. Treasury securities and deposits at bbt.investorroom.com/additional-disclosures.Federal Reserve Banks from the calculation of a firm's leverage exposure. The interim final rule applies to BHCs. The interim final rule became effective April 1, 2020 and will remain in effect through March 31, 2021. While a similar rule providing relief to IDIs was issued, Truist Bank has elected not to take advantage of this provision for Truist Bank.


Truist Financial Corporation 9


The total minimum regulatory capital ratios and well-capitalized minimum ratios applicable to Category III banking organizations are reflected in the table below. The FRB has not yet revised the well-capitalized standard for BHCs to reflect the higher capital requirements imposed under the Basel III Rules. For purposes of certain FRB rules, including determining whether a BHC meets the requirements to be a FHC, BHCs, such as Truist, must maintain a Tier 1 Risk-Based Capital Ratio of 6.0% or greater and a Total Risk-Based Capital Ratio of 10.0% or greater. The FRB may require BHCs, including Truist, to maintain capital ratios substantially in excess of mandated minimum levels, depending upon general economic conditions and a BHC's particular condition, risk profile, and growth plans.

The following table presents the minimum regulatory capital ratios, well-capitalized minimums, and minimum ratio plus the SCB or capital conservation buffer, as applicable:
Table 3: Capital Requirements Under Basel III Rules
Minimum CapitalWell Capitalized (1)Minimum Capital Plus Applicable Buffer (2)
CET1 risk-based capital ratio:
Truist4.5 %NA7.2 %
Truist Bank4.5 6.5 %7.0 
Tier 1 risk-based capital ratio:
Truist6.0 6.0 8.7 
Truist Bank6.0 8.0 8.5 
Total risk-based capital ratio:
Truist8.0 10.0 10.7 
Truist Bank8.0 10.0 10.5 
Leverage ratio:
Truist4.0 NANA
Truist Bank4.0 5.0 NA
Supplementary leverage ratio:
Truist3.0 NANA
Truist Bank3.0 NANA
(1)Reflects the well-capitalized standard applicable to Truist under FRB regulations and the well-capitalized standard applicable to Truist Bank.
(2)Reflects a SCB of 270 basis points for Truist and a capital conservation buffer of 250 basis points for Truist Bank.

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. Under the five-year transition, the banking organization would defer for two years 100% of the day-one effect of adopting CECL and 25% of the cumulative increase in the allowance for credit losses since adoption of CECL. Following the first two years, the electing organization will phase out the aggregate capital effects over the next three years consistent with the transition in the original three-year transition rule. 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.

Capital Planning and Stress Testing Requirements

In addition to the regulatory capital requirements, under the FRB's CCAR process, Truist must submit an annual capital plan to the FRB that reflects its projected financial performance under hypothetical macro-economic scenarios, including a supervisory severely adverse scenario provided by the FRB.

The FRB's CCAR framework and the Dodd-Frank Act stress testing framework also require BHCs subject to Category III standards, such as Truist, to conduct company-run stress tests and subject them to supervisory stress tests conducted by the FRB. The company-run stress tests employ stress scenarios provided by the FRB and incorporate the Dodd-Frank Act capital actions, which are intended to normalize capital distribution assumptions across large U.S. BHCs. In addition, Truist is required to conduct annual stress tests using internally-developed scenarios intended to stress the unique risk profile of the institution. The FRB also conducts CCAR and Stress Test RequirementsDodd-Frank Act supervisory stress tests employing internal supervisory models on the supervisory stress scenarios. As a Category III banking organization, Truist is subject to supervisory stress testing on an annual basis and company-run stress testing on a biennial basis.


10 Truist Financial Corporation


Starting in the third quarter of 2020, following the release of its annual stress testing and due to the ongoing economic uncertainty resulting from the COVID-19 pandemic, the FRB rules require BB&Trequired certain large banking organizations, including Truist, to submit annualsuspend share repurchases, cap common dividends per share to the amount paid in the second quarter, and further limit dividends according to a formula based on recent income. The FRB also required all large banks to resubmit and update their capital plans based on pre-definedinstructions and scenarios provided by the FRB. In December 2020, following a second round of stress scenarios. BB&Ttesting based on the required capital plan resubmissions, the FRB modified these restrictions for the first quarter of 2021 to permit share repurchases and dividends according to a formula based on the average of the firm's net income for the four preceding calendar quarters. The FRB has not yet announced whether they intend to return to the SCB framework for purposes of capital distributions beginning in second quarter of 2021.

Truist is also required to collectsubmit its next capital plan and report certain related data on a monthly and quarterly basisthe results of its own stress tests to allow the FRB by April 5, 2021. The FRB is required to monitor progress againstannounce the annual capital plan. BB&T may pay dividends and repurchase stock only in accordance with a capital plan that has been reviewedresults of its supervisory stress tests by the FRB and that has not received any objections from the FRB. A capital distribution can only occur if, after giving effectJune 30, 2021.

In addition to the distribution, allCCAR stress testing for Truist, Truist Bank conducts annual company-run stress tests.

Liquidity Requirements

Certain BHCs and their bank subsidiaries, including Truist and Truist Bank, are subject to a minimum regulatory capital ratios will be maintained, includingLCR. The LCR is designed to ensure that BHCs have sufficient high-quality liquid assets to survive a post-stress Basel III CET1 ratiosignificant liquidity stress event lasting for 30 calendar days.

Truist also is subject to FRB rules that require certain large BHCs to conduct internal liquidity stress tests over a range of at least 4.5%. See Table 32 for additional information about Basel III requirements. The FRB did not objecttime horizons, maintain a buffer of highly liquid assets sufficient to BB&T’s 2017 capital plan.

The FRB conducts an annual supervisorymeet projected net outflows under the BHC's 30-day liquidity stress test, and requiresmaintain a contingency funding plan that BB&T conductmeets certain requirements.

Effective July 2021, Truist will be subject to final rules implementing the NSFR, which is designed to ensure that banking organizations maintain a separate mid-cycle stress test, filestable, long-term funding profile in relation to their asset composition and off-balance sheet activities. The NSFR, calculated as the resultsratio of such test withavailable stable funding to required stable funding, must exceed 1.0x. Available stable funding represents a weighted measure of a company's funding sources over a one-year time horizon, calculated by applying standardized weightings to the FRBcompany's equity and publicly disclose detailsliabilities based on their expected stability. Required Stable Funding is calculated by applying standardized weightings to assets, derivatives exposures and certain other items based on their liquidity characteristics. As a Category III banking organization, Truist and Truist Bank are subject to an NSFR requirement equal to 85% of the scenariofull requirement.

Payment of Dividends

The Parent Company is a legal entity separate and the impact ondistinct from its capital. The FDIC requires Branchsubsidiaries, and it depends in part upon dividends received from its direct and indirect subsidiaries, including Truist Bank, to conduct annual company-run stress tests. BB&T’s annual and mid-cycle stress test results are available onfund its website at bbt.investorroom.com/additional-disclosures.

The start date of the annual stress test cycle is January 1 of the following calendar year. The capital plan period starts July 1 of the following calendar year. A BHC can onlyactivities, including its ability to make capital distributions, such as provided for in itspaying dividends or repurchasing shares. Under federal law, there are various limitations on the extent to which Truist Bank can declare and pay dividends to the Parent Company, including those related to regulatory capital plan.

FRB rulesrequirements, general regulatory oversight to prevent unsafe or unsound practices, and federal banking law requirements concerning the payment of dividends out of net profits, surplus, and available earnings. Certain contractual restrictions also may limit the amountability of capital thatTruist Bank to pay dividends to the Parent Company. No assurances can be distributedgiven that Truist Bank will, in any circumstances, pay dividends to the Parent Company.

The Parent Company's ability to declare and pay dividends is similarly limited by CCAR banksfederal banking law and FRB regulations and policy. The FRB has authority to shareholders outsideprohibit BHCs from making capital distributions if they would be deemed to be an unsafe or unsound practice. The FRB has indicated generally that it may be an unsafe or unsound practice for BHCs to pay dividends unless a BHC's net income is sufficient to fund the dividends and the expected rate of an approvedearnings retention is consistent with the organization's capital plan without seeking prior approval fromneeds, asset quality and overall financial condition. In addition, the FRB. Additionally, the FRB rules contain a blackout period in the second quarter of each year during which a firm cannot change itsParent Company's ability to make capital distribution plan. BB&Tdistributions, including paying dividends and repurchasing capital securities, is not subject to the FRB's automatic restrictions on capital distributions under the FRB's capital rules. Truist's risk-based capital and leverage ratio requirements are discussed below in the "U.S. Basel III Capital Rules" section.

North Carolina law provides that, as long as a bank does not make distributions that reduce its capital below its applicable required capital, the board of directors of a bank chartered under the laws of North Carolina may declare such distributions as the directors deem proper.

For additional information regarding limitations on dividends resulting from the 2020 CCAR process, refer to "Capital Planning and Stress Testing Requirements" above.

Truist Financial Corporation 11


Prompt Corrective Action

The federal banking agencies are required to take "prompt corrective action" with respect to financial institutions that do not meet minimum capital requirements. The law establishes five categories for this purpose: "well-capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized." To be considered "well-capitalized," an IDI must maintain minimum capital ratios and must not be subject to any order or written directive to meet and maintain a specific capital level for any capital measure. An institution that fails to remain well-capitalized becomes subject to a series of restrictions that increase in severity as its capital condition weakens. Such restrictions may include a prohibition on capital distributions, restrictions on asset growth or restrictions on the ability to receive regulatory approval of applications. The regulations apply only to banks and not to BHCs. However, the FRB is authorized to take appropriate action at the holding company level, based on the undercapitalized status of the holding company's subsidiary banking institutions. In certain instances relating to an undercapitalized banking institution, the BHC would be required to guarantee the performance of the undercapitalized subsidiary's capital restoration plan and could be liable for civil money damages for failure to fulfill those guarantee commitments.

In addition, failure to meet capital requirements may cause an institution to be directed to raise additional capital. Federal law further mandates that the agencies adopt safety and soundness standards generally relating to operations and management, asset quality and executive compensation, and authorizes administrative action against an institution that fails to meet such standards. Failure to meet capital guidelines may subject a banking organization to a variety of other enforcement remedies, including additional substantial restrictions on its operations and activities, termination of deposit insurance by the FDIC and, under certain conditions, the appointment of a conservator or receiver.

Transactions with Affiliates

There are various legal restrictions on the extent to which Truist and its non-bank subsidiaries may borrow or otherwise engage in certain types of transactions with Truist Bank. Under the Federal Reserve Act and FRB regulations, Truist Bank and its subsidiaries are subject to quantitative and qualitative assessmentlimits on extensions of CCAR for BHCs as BB&T's total consolidatedcredit, purchases of assets, and certain other transactions involving its non-bank affiliates. In addition, transactions between Truist Bank and its non-bank affiliates are between $50 billionrequired to be on arm's length terms and $250 billion. BB&T has maintainedmust be consistent with standards of safety and intends to maintain the processes and infrastructure to facilitate future compliance.soundness.


Acquisitions


BB&T complies withTruist is subject to numerous laws related to its acquisition activity. Underthat may require regulatory approval for acquisitions. For example, under the BHCA, a BHC may not directly or indirectly acquire ownership or control of more than 5% of the voting shares or substantially all of the assets of any BHC or bank or merge or consolidate with another BHC without the prior approval of the FRB. The BHCA and other federal laws enumerate the factors the FRB must consider when reviewing the merger of BHCs, the acquisition of banks or the acquisition of voting securities of a bank or BHC. These factors include the competitive effects of the proposal in the relevant geographic markets; the financial and managerial resources and future prospects of the companies and banks involved in the transaction; the effect of the transaction on the financial stability of the United States; the organizations' compliance with anti-money laundering laws and regulations; the convenience and needs of the communities to be served; and the records of performance under the CRA of the IDIs involved in the transaction.


Current federalFederal law authorizes interstate acquisitions of banks and BHCs without geographic limitation, and a bank headquartered in one state is authorized to merge with a bank headquartered in another state, subject to market share limitations, regulatory approvals and any state requirement that the target bank shall have been in existence and operating for a minimum period of time. The market share limitations impose conditions that the acquiring BHC, after and as a result of the acquisition, control no more than 10% of the total amount of deposits of IDIs in the U.S. and no more than 30%, or such lesser or greater percentage established by state law, of such deposits in applicable states. FRB rules also prohibit a FHC from combining with another company if the ratio of the resulting company's liabilities exceeds 10% of the aggregate consolidated liabilities of all financial companies.

After a bank has established branches in a state through an interstate merger transaction, the bank may establish and acquire additional branches at any location in the state where a bank headquartered in that state could have established or acquired branches under applicable federal or state law. These regulatory considerations are applicable to privately negotiated acquisition transactions.


FRB rules prohibit a financial company from combining with another company if the ratio of the resulting company's liabilities exceeds 10% of the aggregate consolidated liabilities of all financial companies.

Other Safety and Soundness Regulations


The FRB has supervisory and enforcement powers over BHCs and their nonbanking subsidiaries. The FRB has authority to prohibit activities that represent unsafe or unsound practices or constitute violations of law, rule, regulation, administrative order or written agreement with a federal regulator. These powers may be exercised through the issuance of confidential supervisory actions, cease and desist orders, civil moneymonetary penalties or other actions.



12 Truist Financial Corporation


There also are a number of obligations and restrictions imposed on BHCs and their IDI subsidiaries by federal law and regulatory policy that are designed to reduce potential loss exposure to depositors and the FDIC insurance fundDIF in the event the IDI is insolvent or is in danger of becoming insolvent. For example, the FRB requires a BHC to serve as a source of financial strength to its subsidiary IDIs and to commit financial resources to support such institutions in circumstances where it might not do so otherwise. In addition, the "cross-guarantee" provisions of federal law require IDIs under common control to reimburse the FDIC for any loss suffered or reasonably anticipated by the DIF as a result of the insolvency or potential failure of commonly controlled IDIs. The FDIC’s claim for reimbursement under the cross-guarantee provisions is superior to claims of shareholders of the IDI or its holding company but is subordinate to claims of depositors, secured creditors and nonaffiliated holders of subordinated debt.


Banking regulators also have broad supervisory and enforcement powers over BranchTruist Bank, including the power to impose confidential supervisory actions, fines and other civil and criminal penalties, and to appoint a receiver in order to conserve the assets of BranchTruist Bank for the benefit of depositors and other creditors. The NCCOB also has the authority to take possession of a North Carolina state bank in certain circumstances, including among other things, when it appears that such bank has violated its charter or any applicable laws, is conducting its business in an unauthorized or unsafe manner, is in an unsafe or unsound condition to transact its business or has an impairment of its capital stock.


PaymentDIF Assessments

Truist Bank's deposits are insured by the FDIC up to the applicable limits, which is currently $250,000 per account ownership type. The FDIC imposes a risk-based deposit premium assessment system that determines assessment rates for an IDI based on an assessment rate calculator, which is based on a number of Dividends; Capital Requirements

elements to measure the risk each IDI poses to the DIF. The Parent Companyassessment rate is a legal entity separate and distinctapplied to total average assets less tangible equity, as defined under the Dodd-Frank Act. The assessment rate schedule can change from its subsidiaries. The majoritytime to time at the discretion of the Parent Company’s revenueFDIC, subject to certain limits. Under the current system, premiums are assessed quarterly.

As of June 30, 2020, the DIF reserve ratio fell to 1.30% due to significant growth in industry deposits during the first half of 2020. The FDIC, as required under the Federal Deposit Insurance Act, established a plan on September 15, 2020, to restore the DIF reserve ratio to meet or exceed 1.35% within eight years. 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 from dividends paid by Branchnot restored as projected.

Consumer Protection Laws and Regulations

In connection with its lending and leasing activities, Truist Bank which are limited byis subject to a number of federal and state laws designed to protect borrowers and promote lending to various sectors of the economy and population. The CFPB examines Truist and Truist Bank for compliance with a broad range of federal consumer financial laws and regulations. In addition, BB&Tregulations, including the laws and Branch Bankregulations that relate to deposit products, credit card, mortgage, automobile, student and other consumer loans, and other consumer financial products and services offered. The federal consumer financial protection laws that are subject to various regulatory restrictionsthe CFPB's supervision and enforcement powers include, among others, the Truth in Lending Act, Truth in Savings Act, HMDA, Fair Credit Reporting Act, Electronic Funds Transfer Act, Real Estate Settlement Procedures Act, Fair Debt Collections Practices Act, Equal Credit Opportunity Act and Fair Housing Act. The CFPB also has authority to take enforcement actions to prevent and remedy acts and practices relating to consumer financial products and services that it deems to be unfair, deceptive or abusive, and to impose new disclosure requirements for any consumer financial product or service.

The CFPB may issue regulations that impact products and services offered by Truist or Truist Bank. The regulations could reduce the paymentfees that Truist receives, alter the way Truist provides its products and services, or expose Truist to greater risk of dividends, includingprivate litigation or regulatory capital minimumsenforcement action.

During November 2019, SunTrust Bank entered into a consent order with the FRB, relating to certain identified legacy compliance issues, and providing certain remediation actions and the requirementverification of such actions regarding the identified issues. Truist Bank, as successor to remain "well-capitalized" underSunTrust Bank, has committed to comply with the prompt corrective actionobligations in the order. Compliance with the order's obligations is currently being assessed by the FDIC.

Patriot Act

The Patriot Act is intended to strengthen the ability of U.S. law enforcement agencies and intelligence communities to cooperate in the prevention, detection and prosecution of international money laundering and the financing of terrorism. The Patriot Act contains anti-money laundering measures affecting IDIs, broker-dealers and certain other financial institutions. The Patriot Act includes the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, which requires such financial institutions to implement policies and procedures to combat money laundering and the financing of terrorism and grants the Secretary of the U.S. Treasury broad authority to establish regulations summarized elsewhereand to impose requirements and restrictions on financial institutions' operations. The Patriot Act imposes substantial obligations on financial institutions to maintain appropriate policies, procedures and processes to detect, prevent and report money laundering, terrorist financing and other financial crimes. Failure to comply with these regulations may result in this section. Banking regulators have indicatedfines, penalties, lawsuits, regulatory sanctions, reputation damage, or restrictions on business. In addition, the Patriot Act requires the federal bank regulatory agencies to consider the effectiveness of a financial institution's anti-money laundering activities when reviewing bank mergers and BHC acquisitions.

Truist Financial Corporation 13


BSA/AML and Sanctions

Truist is subject to a number of anti-money laundering laws and regulations as a result of being a financial company headquartered in the United States. AML requirements are primarily derived from the Bank Secrecy Act, as amended by the Patriot Act. These laws and regulations are designed to prevent the financial system from being used by criminals to hide illicit proceeds and to impede terrorists' ability to access and move funds used in support of terrorist activities. Among other things, BSA/AML laws and regulations require financial institutions to establish AML programs that dividends should generally onlymeet certain standards, including, in some instances, expanded reporting, particularly in the area of suspicious transactions, and enhanced information gathering and recordkeeping requirements. Financial institutions are also required to verify their customers' identity, verify the identity of beneficial owners of legal entity customers, conduct customer due diligence, report on suspicious activity, file reports of transactions in currency, and conduct enhanced due diligence on certain accounts. Failure to comply with applicable laws and regulations or maintain adequate AML related controls can lead to significant monetary penalties and reputational damage.

The U.S. Treasury's OFAC rules prohibit U.S. persons from engaging in financial transactions with certain individuals, entities, or countries, identified as "Specially Designated Nationals," such as terrorists and narcotics traffickers. These rules require the blocking of assets held by, and prohibit transfers of property to such individuals, entities or countries. Blocked assets, such as property or bank deposits, cannot be paid if (1) net incomeout, withdrawn, set off or transferred in any manner without a license from OFAC. Truist maintains an OFAC program designed to ensure compliance with OFAC requirements. Failure to comply with such requirements could subject Truist to serious legal and reputational consequences, including criminal penalties.

On January 1, 2021, the U.S. Congress enacted the Anti-Money Laundering Act of 2020, which seeks to modernize the anti-money laundering and countering the financing of terrorism framework in the United States, by enhancing analytical capabilities of and improving coordination among law enforcement agencies. The act also seeks to streamline the currency transaction report and suspicious activity report requirements of the Bank Secrecy Act. The act directs the Financial Crimes Enforcement Network, a bureau of the U.S. Treasury, to establish a national beneficial ownership reporting framework that requires non-exempt U.S. companies and companies doing business in the U.S. to disclose information about their beneficial ownership at the time of incorporation and subsequently when changes occur. In addition to being available to common shareholders overlaw enforcement, information maintained in the past year hasdatabase would be available to financial institutions in support of their customer due diligence requirements. The act will be implemented through various regulations, reports, and assessments by the various financial regulators, which have not yet been sufficient to fully fund the dividends and (2) the prospective rateproposed. The impact of earnings retention appears consistent with the organization’s capital needs, asset quality and overall financial condition. BB&T’s future capital actionssuch regulations on Truist will depend on the FRB’s reviewfinal requirements.

Privacy and Cyber Security

The FRB, FDIC and other bank regulatory agencies have adopted guidelines for safeguarding confidential, personal customer information. These guidelines require each financial institution, under the supervision and ongoing oversight of BB&T’s annual capital plans.

North Carolina law states that, provided a bank does not make distributions that reduce its capital below its applicable required capital, the board of directors of a bank chartered under the laws of North Carolina may declare such distributions as the directors deem proper.

The federal banking agencies are requiredor an appropriate committee thereof, to take "prompt corrective action" in respect of financial institutions that do not meet minimum capital requirements. The law establishes five categories for this purpose: "well-capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized." To be considered "well-capitalized," an IDI must maintain minimum capital ratios and must not be subject to any order or written directive to meetcreate, implement and maintain a specific capital level forcomprehensive written information security program designed to ensure the security and confidentiality of customer information, protect against any capital measure. Additionally, failureanticipated threats or hazards to meet capitalthe security or integrity of such information and protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. In addition, various U.S. regulators, including the FRB and the SEC, have increased their focus on cyber security through guidance, examinations and regulations.

The GLBA requires financial institutions to implement policies and procedures regarding the disclosure of nonpublic personal information about consumers to non-affiliated third parties. In general, the statute requires explanations to consumers on policies and procedures regarding the disclosure of such nonpublic personal information and, except as otherwise required by law, prohibits disclosing such information except as provided in the banking subsidiary's policies and procedures.

States are also increasingly proposing or enacting legislation that relates to data privacy and data protection such as the California Consumer Privacy Act which went into effect on January 1, 2020. Truist has undertaken significant efforts to comply with these laws and continues to assess their requirements and applicability to Truist. These laws and proposed legislation are still subject to revision or formal guidance and they may causebe interpreted or applied in a manner inconsistent with the Company's understanding. California voters also recently passed the California Privacy Rights Act, which will take effect on January 1, 2023, and significantly modifies the California Consumer Privacy Act, including by imposing additional obligations on covered companies and expanding California consumers' rights with respect to certain sensitive personal information, potentially resulting in further uncertainty and requiring Truist to incur additional costs and expenses in an institutioneffort to be directed to raise additional capital. Federal law further mandates that the agencies adopt safety and soundness standards generally relating to operations and management, asset quality and executive compensation, and authorizes administrative action against an institution that fails to meet such standards.comply.


In addition, failurethe promulgation in 2017 of the New York Department of Financial Services Cybersecurity Regulation and the National Association of Insurance Commissioners Insurance Data Security Model Law are driving significant cybersecurity compliance activities for Truist. Both of these regulations include phased compliance periods as well as attestation of compliance by Truist.

14 Truist Financial Corporation


Like other lenders, Truist Bank uses credit bureau data in its underwriting activities. The Fair Credit Reporting Act regulates reporting information to meet capital guidelinescredit bureaus, prescreening individuals for credit offers, sharing of information between affiliates, and using affiliate data for marketing purposes. Similar state laws may subjectimpose additional requirements on Truist Bank.

In addition, in December 2020, the FRB, OCC and FDIC issued a notice of proposed rulemaking that, among other things, would require a banking organization to notify its primary federal regulators within 36 hours after identifying a variety of other enforcement remedies, including additional substantial restrictions on"computer-security incident" that the banking organization believes in good faith could materially disrupt, degrade or impair its business or operations and activities, termination of deposit insurance by the FDIC and, under certain conditions, the appointment ofin a conservator or receiver.

In October 2017, the federal banking agencies proposed revisionsmanner that would, simplify compliance with certain aspects of capital rules. A majority of the proposed simplifications would apply solely to banking organizations that are not subject to the advanced approaches capital rule. The proposed rules simplify application of regulatory capital treatment for mortgage servicing assets, certain deferred tax assets arising from temporary differences, investments in the capital of unconsolidated financial institutions, and capital issued by a consolidated subsidiary of a banking organization and held by third parties (minority interest), and; revisions to the treatment of certain acquisition, development, or construction exposures. In addition, the federal banking agencies have deferred the final phase-in and increased risk-weighting associated with CET1 deductions indefinitely for non-advanced approaches banks.

Basel III

The U.S. capital requirements follow the accord of the BCBS. The Company currently qualifies as a standardized approach banking organization under the FRB's Basel III capital framework rules. The rules stipulate the risk-based capital requirements applicable to BHCs and IDIs define the components of capital and address other areas affecting banking institutions' regulatory capital ratios. The rules also address risk weights and other items affecting the denominator in banking institutions' regulatory capital ratios, and the rules use a more risk-sensitive approach than the pre-Basel III rules.


Institutions with greater than $250 billion in assets or $10 billion in foreign assets are considered advanced approaches banking organizations, which results in a more complex calculation of risk-weighted assets that includes an assessment of the impact of operational risk, among other differences. In addition, advanced approaches institutions have additional reporting requirements and must calculate capital under both the standardized approach and the advanced approaches and use the more conservative result. BB&T would become subject to these requirements upon exceeding either of the asset thresholds.

The Basel III rules, among other things, (1) includejeopardize the viability of its operations, result in customers being unable to access their deposit and other accounts, result in a capital measure referred to as CET1; (2) specify that Tier 1 capital consistsmaterial loss of Tier 1 common equity and additional Tier 1 capital instruments meeting specified requirements; (3) define Tier 1 common equity narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to Tier 1 common equity and notrevenue, profit or franchise value, or pose a threat to the other components of capital; and (4) expand the scopefinancial stability of the deductions/adjustments from capital as compared to prior regulations.U.S.


CRA

The Basel III rules prescribeCRA requires Truist Bank's primary federal bank regulatory agency, the FDIC, to assess the bank's record in meeting the credit needs of the communities served by the bank, including low- and moderate-income neighborhoods and persons. Institutions are assigned one of four ratings: "Outstanding," "Satisfactory," "Needs to Improve" or "Substantial Noncompliance." This assessment is considered for any bank that applies to merge or consolidate with or acquire the assets or assume the liabilities of an IDI, or to open or relocate a standardized approachbranch office. The CRA record of each subsidiary bank of a FHC also is assessed by the FRB in connection with reviewing any proposed acquisition or merger application.

Automated Overdraft Payment Regulation

There are federal consumer protection laws related to automated overdraft payment programs offered by financial institutions. The CFPB prohibits financial institutions from charging consumers fees for risk weightings that generally range from 0% for U.S. government securitiespaying overdrafts on automated teller machine and one-time debit card transactions, unless a consumer consents, or opts in, to 600% for certain equity exposures,the overdraft service. Financial institutions must also provide consumers with a maximum risk weight classification of 1,250% for certain securitizations. This results in higher risk weights for a variety of asset categories.notice that explains the financial institution's overdraft services, including the associated fees and the consumer's choices. In addition, the rules provideFDIC-supervised institutions must monitor overdraft payment programs for "excessive or chronic" client use and undertake "meaningful and effective" follow-up action with clients that overdraw their accounts more advantageous risk weights for derivatives and repurchase-style transactions cleared throughthan six times during a qualifying central counterparty and increase the scope of eligible guarantors and eligible collateral for purposes of credit risk mitigation.

The Basel III rulesrolling 12-month period. Financial institutions must also establish more conservative ratio levels for well-capitalized status. In addition to the minimum risk-based capital requirements, all banks must hold additional capital, referred to as the capital conservation buffer (which is in the form of common equity), to avoid being subject toimpose daily limits on capital distributionsoverdraft charges, review and certain discretionary bonus payments to officers. The required amount of the capital conservation buffer is being phased-in annually over four years, through January 1, 2019. The capital conservation buffer requirements do not currently result in any limitations on distributions or discretionary bonuses for Branch Bank.modify check-clearing procedures, prominently distinguish account balances from available overdraft coverage amounts and ensure board and management oversight regarding overdraft payment programs.


See the "Liquidity" section in "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information about BB&T's liquidity requirements.

See the "Capital" section in "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information about BB&T's capital requirements.

HMDA Regulations

The CFPB has issued final rules changing the reporting requirements for lenders under the HMDA. The new rules expand the range of transactions subject to these requirements to include most securitized residential mortgage loans and credit lines. The rules also increase the overall amount of data required to be collected and submitted, including additional data points about the applicable loans and expanded data about the borrowers. BB&T is required to begin collecting the expanded data on January 1, 2018.

Tax Cuts and Jobs Act

During 2017, the Tax Cuts and Jobs Act was signed into law. Among other changes, the Tax Cuts and Jobs Act significantly changes corporate income tax law by reducing the corporate income tax rate from 35% to 21%, creating a territorial tax system, allowing for immediate capital expensing of certain qualified property, and eliminating the deductibility of DIF assessments. The tax laws are generally effective for the 2018 tax year. However, BB&T recognized certain effects of changes in tax laws in 2017, which was when the new legislation was enacted. Refer to "Note 11. Income Taxes" for additional disclosures regarding the impact of the Tax Cuts and Jobs Act.

Volcker RuleAutomated Overdraft Payment Regulation


The Volcker Rule prohibits IDIs and their affiliates from engaging in short-term proprietary trading of certain securities, derivatives, commodity futures and options for their own account. The rule provides certain exemptions and also clarifies that certain activitiesThere are not prohibited, including acting as agent, broker, or custodian. Banking entities were required to conform proprietary trading activities to the final rule by July 21, 2015.

The rule also imposes limits on certain relationships with hedge funds or private equity funds. The rule became effective on July 21, 2017 for purposes of conforming investments in and relationships with certain funds that were in place prior to December 31, 2013. These requirements did not have a material impact on BB&T's consolidated financial position, results of operations or cash flows.


DIF Assessments

Branch Bank’s deposits are insured by the DIF of the FDIC up to the limits set forth under applicable law. The FDIC imposes a risk-based deposit premium assessment system that determines assessment rates for an IDI based on an assessment rate calculator, which is based on a number of elements to measure the risk each IDI poses to the DIF. The assessment rate is applied to total average assets less tangible equity, as defined under the Dodd-Frank Act. The assessment rate schedule can change from time to time at the discretion of the FDIC, subject to certain limits. Under the current system, premiums are assessed quarterly.

The FDIC adopted a final rule that imposes a surcharge of 4.5 cents per $100 of the assessment base, after making certain adjustments, for banks with total assets of at least $10 billion. The surcharge became effective July 1, 2016 and will last for a period currently estimated by the FDIC to be two years but ending no later than December 31, 2018. If the DIF has not reached the required level at that time, then the FDIC will impose a special assessment on institutions with assets greater than $10 billion. The net effect of the new surcharge increased BB&T's total annual assessment by $84 million for 2017.

Consumer Protection Laws and Regulations

In connection with its lending and leasing activities, Branch Bank is subject to a number of federal and state laws designed to protect borrowers and promote lending to various sectors of the economy and population. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, and their respective state law counterparts.

CFPB

The CFPB has broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the laws referenced above, fair lending laws and certain other statutes. The CFPB has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets, their service providers and certain non-depository entities such as debt collectors and consumer reporting agencies. The CFPB has authority to prevent unfair, deceptive or abusive practices in connection with the offering of consumer financial products.

The Dodd-Frank Act permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys generalrelated to enforce compliance with both the state and federal laws and regulations.

The CFPB has concentrated much of its rulemaking efforts on a variety of mortgage-related topics required under the Dodd-Frank Act, including mortgage origination disclosures, minimum underwriting standards and ability to repay, high-cost mortgage lending, and servicing practices.

Patriot Act

The Patriot Act is intended to strengthen the ability of U.S. law enforcement agencies and intelligence communities to cooperate in the prevention, detection and prosecution of international money laundering and the financing of terrorism. The Patriot Act contains anti-money laundering measures affecting IDIs, broker-dealers and certain otherautomated overdraft payment programs offered by financial institutions. The Patriot Act includes the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, which requires suchCFPB prohibits financial institutions from charging consumers fees for paying overdrafts on automated teller machine and one-time debit card transactions, unless a consumer consents, or opts in, to implement policies and procedures to combat money launderingthe overdraft service. Financial institutions must also provide consumers with a notice that explains the financial institution's overdraft services, including the associated fees and the financing of terrorism and grants the Secretary of the U.S. Treasury broad authority to establish regulations and to impose requirements and restrictions on financial institutions’ operations. The Patriot Act imposes substantial obligations on financial institutions to maintain appropriate policies, procedures and processes to detect, prevent and report money laundering, terrorist financing and other financial crimes. Failure to comply with these regulations may result in fines, penalties, lawsuits, regulatory sanctions, reputation damage, or restrictions on business.consumer's choices. In addition, the Patriot Act requires the federal bank regulatory agencies to consider the effectiveness ofFDIC-supervised institutions must monitor overdraft payment programs for "excessive or chronic" client use and undertake "meaningful and effective" follow-up action with clients that overdraw their accounts more than six times during a financial institution’s anti-money laundering activities when reviewing bank mergersrolling 12-month period. Financial institutions must also impose daily limits on overdraft charges, review and BHC acquisitions.modify check-clearing procedures, prominently distinguish account balances from available overdraft coverage amounts and ensure board and management oversight regarding overdraft payment programs.



BSA/AML and Suspicious Activity

BB&T is subject to a number of anti-money laundering laws and regulations as a result of being a financial company headquartered in the United States. AML requirements are primarily derived from the Bank Secrecy Act, as amended by the USA Patriot Act. These laws and regulations are designed to prevent the financial system from being used by criminals to hide illicit proceeds and to impede terrorists’ ability to access and move funds used in support of terrorist activities. Among other things, BSA/AML laws and regulations require financial institutions to establish AML programs that meet certain standards, including, in some instances, expanded reporting, particularly in the area of suspicious transactions, and enhanced information gathering and recordkeeping requirements. Failure to comply with applicable laws and regulations or maintain adequate AML related controls can lead to significant monetary penalties and reputational damage.

BB&T has established and continues to maintain an AML program designed to ensure that, at a minimum, BB&T is in compliance with all applicable laws, rules and regulations related to AML and anti-terrorist financing initiatives. The AML program provides for a system of internal controls to ensure that appropriate due diligence and, when necessary, enhanced due diligence, including obtaining and maintaining appropriate documentation, is conducted at account opening and updated, as necessary, through the course of the client relationship. The AML program is also designed to ensure there are appropriate methods of monitoring transactions and account relationships to identify potentially suspicious activity and report suspicious activity to governmental authorities in accordance with applicable laws, rules and regulations. In addition, the AML program requires the training of appropriate personnel with regard to AML and anti-terrorist financing issues and provides for independent testing to ensure that the AML program is in compliance with all applicable laws and regulations. Non-compliance with BSA/AML laws or failure to maintain adequate policies and procedures can lead to significant monetary penalties and reputational damage, and federal regulators evaluate the effectiveness of an applicant in combating money laundering when determining whether to approve a bank merger, BHC acquisitions or other expansionary activity.

During December 2016, Branch Bank entered into a consent order with the FDIC and the NCCOB and in January 2017, BB&T entered into a cease and desist order with the FRB and NCCOB. These orders call for corrective actions and enhancements to address certain internal control deficiencies within the BSA/AML Compliance Program. No criminal activity has been identified as the result of such deficiencies, and no financial penalty was levied. During 2017, BB&T made significant progress in addressing matters identified in the consent order, as well as the cease and desist order. BB&T continues to devote significant resources to its BSA/AML program.

By May 11, 2018, BB&T must comply with new provisions of the Bank Secrecy Act: “Customer Due Diligence Requirements for Financial Institutions.” These new requirements, among other things, will require BB&T to collect information on the beneficial ownership and controlling person of legal entity clients and then verify their identity.

The U.S. Treasury's OFAC rules prohibit U.S. persons from engaging in financial transactions with certain individuals, entities, or countries, identified as “Specially Designated Nationals,” such as terrorists and narcotics traffickers. These rules require the blocking of assets held by, and prohibit transfers of property to such individuals, entities or countries. Blocked assets, such as property or bank deposits, cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. BB&T maintains an OFAC program designed to ensure compliance with OFAC requirements. Failure to comply with such requirements could subject BB&T to serious legal and reputational consequences, including criminal penalties.

Privacy

Federal law contains extensive customer privacy protection provisions, including those provided under the Financial Services Modernization Act of 1999 (commonly known as the Gramm-Leach-Bliley Act). Under these provisions, a financial institution must provide to its customers, at the inception of the customer relationship and annually thereafter, the institution’s policies and procedures regarding the handling of customers’ nonpublic personal financial information. The privacy provisions include an exception under which if a financial institution meets certain conditions, it is not required to provide annual privacy notices to customers. In August 2017, the CFPB finalized a rule implementing this provision, with an effective date of October 1, 2018.

An institution may not provide customers’ nonpublic personal financial information to unaffiliated third parties unless the institution discloses to the customer that such information may be so provided and the customer is given the opportunity to opt out of such disclosure. Federal law makes it a criminal offense, except in limited circumstances, to obtain or attempt to obtain customer information by fraudulent or deceptive means.


CRA

The CRA requires Branch Bank’s primary federal bank regulatory agency, the FDIC, to assess the bank’s record in meeting the credit needs of the communities served by the bank, including low- and moderate-income neighborhoods and persons. Institutions are assigned one of four ratings: "Outstanding," "Satisfactory," "Needs to Improve" or "Substantial Noncompliance." This assessment is reviewed for any bank that applies to merge or consolidate with or acquire the assets or assume the liabilities of an IDI, or to open or relocate a branch office. The CRA record of each subsidiary bank of a FHC also is assessed by the FRB in connection with any acquisition or merger application.

Automated Overdraft Payment Regulation


There are federal consumer protection laws related to automated overdraft payment programs offered by financial institutions. The FRBCFPB prohibits financial institutions from charging consumers fees for paying overdrafts on automated teller machine and one-time debit card transactions, unless a consumer consents, or opts in, to the overdraft service. Financial institutions must also provide consumers with a notice that explains the financial institution’sinstitution's overdraft services, including the associated fees and the consumer’sconsumer's choices. In addition, FDIC-supervised institutions must monitor overdraft payment programs for "excessive or chronic" customerclient use and undertake "meaningful and effective" follow-up action with customersclients that overdraw their accounts more than six times during a rolling 12-month period. Financial institutions must also impose daily limits on overdraft charges, review and modify check-clearing procedures, prominently distinguish account balances from available overdraft coverage amounts and ensure board and management oversight regarding overdraft payment programs.


Pay Ratio DisclosureVolcker Rule

Truist is prohibited under the Volcker Rule from (i) engaging in proprietary trading activities, and (ii) having certain ownership interests in and relationships with covered private funds. The fundamental prohibitions of the Volcker Rule apply to banking entities of any size, including Truist and its affiliates. The Volcker Rule regulations contain exemptions or exclusions for market-making, hedging, underwriting, trading in U.S. government and agency obligations and also permit certain ownership interests in certain types of funds to be retained. They also permit the offering and sponsoring of funds under certain conditions. The Volcker Rule regulations impose significant compliance obligations on banking entities. Truist has put in place the compliance programs required by the Volcker Rule and has either divested or received extensions for any holdings in illiquid funds.

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.

Regulatory Regime for Swaps

The SEC has adopted amendments to requireDodd-Frank Act established a comprehensive regulatory regime for the disclosure of: (1)OTC swaps market, aimed at increasing transparency and reducing systemic risk in the median compensation amountderivatives markets, including requirements for central clearing, exchange trading, capital adequacy, margin, reporting, and recordkeeping. The Dodd-Frank Act requires that certain swap dealers and security-based swap dealers register with one or both of the annual total compensation of all employees of a registrant (excludingSEC and CFTC, depending on the CEO), (2) the annual total compensation of that registrant's CEO and (3) the rationature of the median of the annual total compensation of all employees (excluding the CEO) to the annual total compensation of the CEO. This information for the year ended December 31, 2017 will be included in the Company's Proxy Statement for the 2018 Meeting of Shareholders.

DOL Fiduciary Rule

During April 2016, the DOL issued a final rule related to fiduciary standards in regards to the investing of clients' retirement assets. The final rule expands the definition of a fiduciary under the Employee Retirement Income Security Act of 1974. Those who provide investment advice to plans, plan sponsors, fiduciaries, plan participants, beneficiaries and IRAs and IRA owners must either avoid payments that create conflicts of interest or complyswaps business. Truist Bank provisionally registered with the protective terms of an exemption issued by the DOL. Under new exemptions adopted with the rule, financial institutions will be obligatedCFTC as a swap dealer, subjecting Truist Bank to acknowledge their status and the status of their individual advisers as "fiduciaries." Firms and advisers will be required to make prudent investment recommendations without regard to their own interests, or the interests of those other than the customer; charge only reasonable compensation; and make no misrepresentations to their customers regarding recommended investments. Additionally, the new rule requires certain disclosures to be made to the investor, and ongoing compliance must be monitored and documented.

During 2017, the DOL issued extensions on implementation of certain aspects of the final rule to allow additional time to evaluate the impacts of the rule and extend the phase in period. Thus, the requirements under the ruleCFTC's regulatory regime, including trade reporting and record keeping requirements, margin requirements, business conduct requirements (including daily valuations, disclosure of material risks associated with swaps and disclosure of material incentives and conflicts of interest), and mandatory clearing and exchange trading requirements for certain standardized swaps designated by the CFTC. Truist Bank expects to register with the SEC as a security-based swap dealer in 2021. Such registration will subject Truist Bank's security-based swaps business to requirements that are being phasedsimilar to the CFTC rules applicable to swap dealers, including trade reporting, business conduct standards, recordkeeping, margin, and potentially mandatory clearing and exchange trading requirements.

Truist Financial Corporation 15


Truist Bank's uncleared swaps and security-based swaps are subject to variation margin and initial margin requirements. The variation margin requirements are currently in through Julyeffect and the initial margin requirements are phasing in over a period of six years and will be fully phased-in on September 1, 2019. The impact2022, depending on BB&Tthe level of derivatives activity of the implementationswap dealer and the relevant counterparty. Truist Bank's derivatives business involving uncleared swaps is expected to become subject to initial margin requirements established by the U.S. prudential regulators, which may subject Truist Bank to initial margin requirements that exceed current market practice.

Broker-Dealer and Investment Adviser Regulation

Truist's broker-dealer and investment adviser subsidiaries are subject to regulation by the SEC. FINRA is the primary self-regulatory organization for Truist's registered broker-dealer and investment adviser subsidiaries. Truist's broker-dealer and investment adviser subsidiaries also are subject to additional regulation by states or local jurisdictions. The SEC and FINRA have active enforcement functions that oversee broker-dealers and investment advisers and can bring actions that result in fines, restitution, a limitation on permitted activities, disqualification to continue to conduct certain activities and an inability to rely on certain favorable exemptions. Certain types of infractions and violations also can affect Truist's ability to expeditiously issue new securities into the capital markets. In addition, certain changes in the activities of a broker-dealer require approval from FINRA, and FINRA takes into account a variety of considerations in acting upon applications for such approval, including internal controls, capital levels, management experience and quality, prior enforcement and disciplinary history and supervisory concerns.

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, for 2017 was not significant.as applicable, as of June 2020.

FDIC Recordkeeping Requirements


The FDIC has released a final rule toTo facilitate prompt payment of FDIC-insured deposits when large IDIs fail. The rule requiresfail, FDIC rules require IDIs with two million or more deposit accounts to maintain complete and accurate data on each depositor's ownership interest by right and capacity and to develop the capability to calculate the insured and uninsured amounts for each deposit owner by ownership right and capacity. Compliance with the rule iswas originally required by April 1, 2020. This rule is expectedIn July 2019, the FDIC amended the rules related to result in additional costsrecordkeeping requirements and timely deposit insurance determination to BB&T; however, the amount has not been quantified.

Cybersecurity
The CISA is intended to improve cybersecurity in the U.S. by enhanced sharing of information about security threats among the U.S. government and private sector entities, including financial institutions. The CISA also authorizes companies to monitor their own systems notwithstanding any other provision of law, and allows companies to carry out defensive measures on their own systems from cyber attacks. The law includes liability protections for companies that share cyber threat information with third parties so long as such sharing activity is conducted in accordance with CISA.

Incentive-Based Compensation Arrangements

During May 2016, several financial regulators jointly issued a proposed rule designed to prohibit incentive-based compensation arrangements that could encourage inappropriate risks by providing excessive compensation or that could lead to a material financial loss. The proposed rule would require the applicable compensation arrangements to be considered against a number of factors, including a requirement that the arrangements contain both financial and non-financial measures of performance. In addition, the requirements would differ based on the sizeallow covered IDIs an optional one-year extension, which Truist elected, of the institution, and institutions with assets exceeding $50 billion would be subjectoriginal compliance deadline to mandatory deferral, forfeiture/adjustment and clawback requirements for employees subject to the rule.April 1, 2021.


Other Regulatory Matters

BB&TTruist is subject to examinations by federal and state banking regulators, as well as the SEC, theCFTC, FINRA, the NYSE, various taxing authorities and various state insurance and securities regulators. BB&TTruist periodically receives requests for information from regulatory authorities in various states, including state insurance commissions and state attorneys general, securities regulators and other regulatory authorities, concerning BB&T’sTruist's business and accounting practices. Such requests are considered incidental to the normal conduct of business.

EmployeesGovernment Response to COVID-19

Congress, the FRB and the other U.S. state and federal financial regulatory agencies, as well as state legislatures and officials, have taken actions to mitigate disruptions to economic activity and financial stability resulting from COVID-19 and may continue to evolve such approaches and requirements in ways that further impact the business of the Company. The descriptions below summarize certain significant government actions taken in response to the COVID-19 pandemic. The descriptions are qualified in their entirety by reference to the particular statutory or regulatory provisions or government programs summarized.

The CARES Act

The CARES Act was signed into law on March 27, 2020 and subsequently has been amended several times, including by the Consolidated Appropriations Act, 2021. Among other provisions the CARES Act includes funding for the Small Business Administration to expand lending, relief from certain U.S. GAAP requirements to allow COVID-19-related loan modifications to not be categorized as troubled debt restructurings and a range of incentives to encourage deferment, forbearance or modification of loans. One of the key CARES Act programs is the PPP. PPP loans are available to a broader range of entities than ordinary Small Business Administration loans, require deferral of principal and interest repayment, and the loan may be forgiven. The PPP was recently expanded to permit a second round of funding, including for certain borrowers who have already received a PPP loan, subject to certain conditions. On February 22, 2021, changes were made to the PPP program to establish a 14-day exclusive application period beginning on February 24, 2021, for businesses and nonprofits with fewer than 20 employees. This is intended to give lenders and community partners more time to work with the smallest businesses, while also ensuring that larger PPP-eligible businesses still have time to apply and receive support prior to the program expiration on March 31, 2021.

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The CARES Act contains additional protections for homeowners and renters of properties with federally backed mortgages, including a 60-day moratorium on the initiation of foreclosure proceedings beginning on March 18, 2020 and a 120-day moratorium on initiating eviction proceedings effective March 27, 2020. Borrowers of federally backed mortgages have the right under the CARES Act to request up to 360 days of forbearance on their mortgage payments if they experience financial hardship directly or indirectly due to the coronavirus-related public health emergency. FNMA, FHLMC, FHA and VA have continued to extend their moratorium on foreclosures and evictions for single-family federally backed mortgages well into 2021.

Also pursuant to the CARES Act, the U.S. Treasury has the authority to provide loans, guarantees and other investments in support of eligible businesses, states and municipalities affected by the economic effects of COVID-19. Some of these funds have been used to support the several FRB programs and facilities described below or additional programs or facilities that are established by the FRB under its Section 13(3) authority and meeting certain criteria.

In addition to authorizing several programs to provide loans, guarantees and other investments in support of eligible organizations, states and municipalities affected by the economic effects of the COVID-19 pandemic, the CARES Act also includes several measures that temporarily adjust existing laws or regulations. The CARES Act also provides financial institutions with the option to suspend certain GAAP requirements for coronavirus-related loan modifications that would otherwise constitute troubled debt restructurings and further requires the federal banking agencies to defer to financial institutions' determinations in making such suspensions. Refer to "Note 1. Basis of Presentation" for Truist's policy related to COVID-19 loan modifications.

FRB Actions

The FRB took a range of actions to support the flow of credit to households and businesses. For example, on March 15, 2020, the quarter endedFRB reduced the target range for the federal funds rate to 0 to 0.25% and announced that it would increase its holdings of U.S. Treasury securities and agency mortgage-backed securities and begin purchasing agency commercial mortgage-backed securities. The FRB also encouraged depository institutions to borrow from the discount window and lowered the primary credit rate for such borrowing by 150 basis points and extended the term of such loans up to 90 days. Reserve requirements have been reduced to zero as of March 26, 2020.

In addition, the FRB established a range of facilities and programs to support the U.S. economy and U.S. marketplace participants in response to economic disruptions associated with COVID-19. Through these facilities and programs, the FRB took steps to directly or indirectly purchase assets from, or make loans to, U.S. companies, financial institutions, municipalities and other market participants.

FRB facilities and programs that remain active include:
a PPP Liquidity Facility to provide financing related to PPP loans made by banks;
a Primary Dealer Credit Facility to provide liquidity to primary dealers through a secured lending facility;
a Commercial Paper Funding Facility to purchase the commercial paper of certain U.S. issuers; and
a Money Market Mutual Fund Liquidity Facility to purchase certain assets from, or make loans to, financial institutions providing financing to eligible money market mutual funds.

FRB facilities and programs that expired as of December 31, 2017, BB&T had 36,484 full-time equivalent employees, compared2020 included:

three Main Street Loan Facilities to 37,481 full-time equivalent employeespurchase loan participations, under specified conditions, from banks lending to small and medium sized U.S. businesses;
a Primary Market Corporate Credit Facility to purchase corporate bonds directly from, or make loans directly to, eligible participants;
a Secondary Market Corporate Credit Facility to purchase corporate bonds trading in secondary markets, including from exchange-traded funds, that were issued by eligible participants;
a Term Asset-Backed Securities Loan Facility to make loans secured by asset-backed securities; and
a Municipal Liquidity Facility to purchase bonds directly from U.S. state, city and county issuers

Human Capital

Truist believes it is crucial to attract and retain top talent who can further Truist's purpose, mission and values. To facilitate talent attraction and retention, Truist aims to provide teammates a diverse, inclusive and safe workplace that affords them opportunities to grow and develop in their careers.

Truist's Compensation and Human Capital Committee provides input on talent management strategy for Truist and oversees the quarter endeddesign and administration of material incentive compensation arrangements, as well as other human capital matters, including teammate diversity and inclusion, teammate engagement, and well-being initiatives.

Truist Financial Corporation 17


Truist's Enterprise Ethics Risk Office partners with a broad group of internal stakeholders to set standards for teammate conduct and facilitate the timely intake and routing of teammate concerns for review. As part of that effort, the team seeks to identify trends reflecting on organizational culture and/or operational challenges and to develop solutions. The results of these efforts are regularly shared with Truist's Executive-Level Ethics, Business Practices, and Conduct Committee and its Board of Directors.

The following table presents a summary of teammates as of December 31, 2016.2020:

Table 4: Teammate Summary
# of Teammates% of Population
Full-Time52,29495.1 %
Part-Time2,6884.9 
Total54,982100.0 %

Leveraging a skilled contingent workforce is an important part of Truist's overall workforce strategy. It has enabled Truist the ability to drive process and system integrations during the Merger period while continuing to deliver on Truist's core purpose.

Diversity, Equity & Inclusion

Truist's commitment to DEI is deeply rooted in the Company's purpose to inspire and build better lives and communities. Ensuring Truist attracts, develops, and retains diverse, talented, and caring people in the industry is critical to the Company's overall success. To deliver on Truist's DEI goals, Truist created a dedicated DEI Office, specifically focused on attracting and advancing diverse representation at key levels of the Company, embedding DEI in all Truist's business strategies and hiring and investing in diverse communities. The DEI Office partners with groups across Truist to develop tools, resources, and programs to positively influence the societal impact of clients, teammates, communities and stakeholders.

Truist recognizes that ethnically diverse talent have historically been underrepresented in leadership positions at financial services companies. To emphasize Truist's commitment to advancing diversity, the Company committed to increasing its racially and ethnically diverse teammates among senior leadership positions to 15%.

The following tables presents a summary of diversity statistics as of December 31, 2019:
Table 5: Teammate Diversity (1)
WomenPeople of Color
Board of Directors31.8 %18.2 %
Executive Leadership & senior leaders22.1 11.8 
First / mid-level managers54.1 24.7 
Professionals50.4 33.2 
All others76.9 40.9 
All teammates64.4 35.6 
(1)Source: EEO-1 data as of December 31, 2019. All others is a combination of sales workers and administrative support EEO-1 job categories.

Talent Development

Truist teammates have access to extensive programs and benefits for career advancement. Teammates can partner with a certified coach to help them focus, create clear goals and stay accountable to achieving those goals. Truist also provides tuition assistance so teammates can continue formal education by seeking degrees that align with career goals.

In addition to career development opportunities, Truist provides a differentiated learning experience to new and existing teammates, including formal onboarding training to prepare new teammates through learning content libraries for individual development needs. Truist provides a wide range of forums for learning that include relevant current trends and emerging skills in the marketplace.

Truist also has a Leadership Institute, a uniquely qualified leadership development center that creates dynamic leaders and increases teammate retention. Truist strives to succeed in maximizing the potential in every individual and instilling values and behaviors that create a strong culture of leadership. The Truist Leadership Institute combines expert psychological insight with lessons learned throughout its 60-year history of leadership development. This foundation has allowed Truist to provide teammates throughout the Company with the knowledge and skills to maximize performance.

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Health, Safety, and Wellness and COVID-19

The health and safety of teammates are paramount and they have guided Truist's responses to the COVID-19 crisis. In a shift of operations, Truist enabled the majority of its workforce to work remotely, moved call centers to work-from-home status, provided teammates with the technology and resources to continue working, and enhanced cybersecurity. For teammates who needed to work in branches and offices, Truist implemented new cleaning routines, social distancing procedures, and wellness and hygiene measures. In 2020 Truist provided all teammates with resources to support their physical and mental well-being during this time.

Website Access to BB&T’sTruist's Filings with the SEC

BB&T’sTruist's electronic filings with the SEC, including the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act, as amended, are made available at no cost inon the Company's Investor Relations section of the Company’s website, BBT.comIR.Truist.com, as soon as reasonably practicable after BB&TTruist files such material with, or furnishes it to, the SEC. BB&T’sTruist's SEC filings are also available through the SEC’sSEC's website at sec.gov.sec.gov.


Corporate Governance


Information with respect to BB&T’sTruist's Board of Directors, Executive Officers and corporate governance policies and principles is presented on BB&T’sTruist's Investor Relations website, BBT.com.IR.Truist.com. Specifically, the Company makes available on its Investor Relations website, under the heading "Governance & Responsibility" (i) its codes of ethics for the Board, senior financial officers, and teammates, (ii) its Corporate Governance Guidelines, and (iii) the charters of the Company's Board committees. If the Company makes changes in, or provides waivers from, the provisions of any of its codes of ethics that the SEC requires it to disclose, the Company intends to disclose these events in the "Governance & Responsibility" section of its Investor Relations website.

Truist Financial Corporation 19



Executive Officers
Executive OfficerRecent Work ExperienceYears of ServiceAge
Kelly S. KingChairman since January 2010. Chief Executive Officer since January 2009.4872
Chairman and Chief Executive Officer 
William H. Rogers, Jr.President and Chief Operating Officer since December 2019. Previously SunTrust Chairman and Chief Executive Officer since January 2012.40*63
President and Chief Operating Officer
Daryl N. BibleChief Financial Officer since January 2009.1359
Senior Executive Vice President and Chief Financial Officer 
Scott CaseChief Information Officer since December 2019. Previously SunTrust Chief Information Officer since February 2018. Chief Information Officer at Ciox Health from 2017 to 2018. Chief Technology Officer of SunTrust Consumer Segment from 2015 to 2017.5*50
Senior Executive Vice President and Chief Information Officer
Hugh S. (Beau) Cummins, IIIHead of the Corporate and Institutional Group since December 2019. Previously SunTrust Co-Chief Operating Officer and Wholesale Segment Executive since February 2018. SunTrust Corporate Executive Vice President and Wholesale Segment Executive from 2017 to February 2018. SunTrust Commercial and Business Banking Executive from 2013 to 2017.15*58
Senior Executive Vice President and Head of the Corporate and Institutional Group
Ellen M. FitzsimmonsChief Legal Officer and Head of Enterprise Diversity since December 2019. Previously SunTrust General Counsel and Corporate Secretary since January 2018. General Counsel and Corporate Secretary of CSX Corporation from 2003 to 2017.3*60
Senior Executive Vice President and Chief Legal Officer and Head of Enterprise Diversity
Christopher L. HensonHead of Banking and Insurance since December 2019. President from December 2016 to December 2019 and Chief Operating Officer from January 2009 to December 2019.3659
Senior Executive Vice President and Head of Banking and Insurance 
Michael B. MaguireHead of National Consumer Finance and Payments since December 2019. Previously SunTrust Enterprise Partnerships and Investments Executive.18*42
Senior Executive Vice President and Head of National Consumer Finance & Payments
Kimberly Moore-Wright,Chief Human Resources Officer since December 2019. Director of Marketing and Digital Sales from January 2016 to November 2019. Director of Retail and Commercial Marketing Strategy from January 2012 to December 2015.2547
Senior Executive Vice President and Chief Human Resources Officer
Brant J. StandridgeHead of Retail Community Banking since December 2019. President, Retail Banking since January 2018. Lending Group Manager from August 2016 to December 2017. Regional President in Texas from January 2015 to August 2016.2245
Senior Executive Vice President and President, Retail Banking
Clarke R. Starnes IIIChief Risk Officer since July 2009.3861
Senior Executive Vice President and Chief Risk Officer 
Joseph M. ThompsonHead of Truist Wealth since December 2019. Previously SunTrust Head of Private Wealth Management since August 2014.27*54
Senior Executive Vice President and Head of Truist Wealth
David H. WeaverHead of Commercial Community Banking since December 2019. President, Community Banking since December 2016. Community Banking Group Executive from 2010 to December 2016.2554
Senior Executive Vice President and Head of Commercial Community Banking 
Dontá L. WilsonChief Digital and Client Experience Officer since November 2018. Chief Client Experience Officer since August 2016. Regional President in Georgia from December 2014 to July 2016.2244
Senior Executive Vice President and Chief Digital and Client Experience Officer
*Reflects combined years of services at Truist and SunTrust.
20 Truist Financial Corporation
Executive Officer Recent Work Experience Yrs of Service Age
Kelly S. King Chairman since January 2010. Chief Executive Officer since January 2009. 45 69
Chairman and Chief Executive Officer    
Christopher L. Henson President since December 2016. Chief Operating Officer since January 2009. 33 56
President and Chief Operating Officer    
Daryl N. Bible Chief Financial Officer since January 2009. 10 56
Senior Executive Vice President and     
Chief Financial Officer     
Clarke R. Starnes III Chief Risk Officer since July 2009. 35 58
Senior Executive Vice President and     
Chief Risk Officer     
W. Bennett Bradley Chief Digital Officer since January 2016. President, Payment Solutions from September 2005 to December 2015. 32 56
Senior Executive Vice President and     
Chief Digital Officer     
Barbara F. Duck Chief Information Officer since July 2016. Data and Technology Services Manager from January 2016 to June 2016. Enterprise Risk Manager from July 2009 to December 2015. 30 51
Senior Executive Vice President and    
Chief Information Officer    
Jim. D. Godwin Chief Credit Officer since January 2018. Deputy Chief Risk Officer from January 2016 to December 2017. Chief Operational Risk Officer from September 2012 to December 2015. Credit Risk Review Manager from May 2009 to September 2012. 22 49
Senior Executive Vice President and     
Chief Credit Officer     
Donna C. Goodrich Deposit, Operations and Fraud Manager since November 2017. Deposit, Payment and Operations Services Manager from January 2016 to October 2017. Deposit Services Manager from April 2004 to December 2015. 32 55
Senior Executive Vice President and    
Deposit, Operations and Fraud Manager    
Robert J. Johnson, Jr. General Counsel, Secretary and Chief Corporate Governance Officer since August 2010. 13 45
Senior Executive Vice President and    
General Counsel, Secretary and      
Chief Corporate Governance Officer      
Brant J. Standridge President, Retail Banking since January 2018. Lending Group Manager from August 2016 to December 2017. Regional President in Texas from January 2015 to August 2016. Regional President in Georgia from November 2011 to December 2014. 19 42
Senior Executive Vice President and     
President, Retail Banking     
David H. Weaver President, Community Banking since December 2016. Community Banking Group Executive from 2010 to December 2016. 22 51
Senior Executive Vice President and     
President, Community Banking     
Dontá L. Wilson Chief Client Experience Officer since August 2016. Regional President in Georgia from December 2014 to July 2016. Regional President in Alabama from August 2009 to November 2014. 19 41
Senior Executive Vice President and     
Chief Client Experience Officer     
W. Rufus Yates President and CEO of BB&T Securities, LLC since January 2009. Financial Services Commercial Finance Manager since 2012. 31 60
Senior Executive Vice President and    
President and CEO of BB&T Securities, LLC    
and Financial Services Commercial Finance    
Manager    



ITEM 1A. RISK FACTORS

Summary of Risk Factors

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, and will likely continue to adversely impact, the Company's financial condition and results of operations.
Market Risks
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, cash flows and liquidity.
The monetary and fiscal policies of the federal government and its agencies could have a material adverse effect on profitability.
Financial results, lending or other business activities could be materially affected by a deterioration of economic conditions.
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 operations, earnings and financial condition.
The replacement of LIBOR could adversely affect Truist's profitability and financial condition.
Credit Risks
The Company is subject to credit risk by lending or committing to lend money, or entering into a letter of credit or other types of contracts with counterparties.
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 collateral.
Liquidity Risks
Truist's liquidity could be impaired by an inability to access short-term funding or an unforeseen outflow of cash.
Loss of deposits or a change in deposit mix could increase Truist's funding costs.
Truist relies on the mortgage secondary market and GSEs for some of the Company's liquidity.
Any reduction in the Company's credit rating could increase the cost of the Company's funding from the capital markets.
The Parent Company has less access to funding sources and its liquidity could be constrained if the Bank becomes unable to pay dividends during a time of stress.
Compliance Risks
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 actions.
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 shareholders.
Truist is subject to certain risks related to originating and selling mortgages and may be required to repurchase mortgage loans or indemnify mortgage loan purchasers.
Truist faces risks as a servicer of loans.
Strategic Risks
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 environment.
Competition may reduce Truist's client base or cause Truist to modify pricing for products and services in order to maintain market share.
Truist may not be able to complete future mergers or acquisitions.
Truist has businesses other than banking that are subject to a variety of risks.
Reputational Risks
Negative public opinion could damage the Company's reputation and adversely impact business and revenues.
Scrutiny of the Company's sales, training and incentive compensation practices could damage the Company’s reputation and adversely impact business and revenues.
Operational Risks
Litigation may adversely affect the Company's results.
The Company may incur fines, penalties and other negative consequences from regulatory violations, including inadvertent or unintentional violations.
Truist relies on other companies to provide key components of the Company's business infrastructure.
Truist depends on the expertise of key personnel. If these individuals leave or change their roles without effective replacements, operations may suffer.
Truist Financial Corporation 21


The Company may not be able to hire or retain additional qualified personnel 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.
The Company's framework for managing risks may not be effective.
There are risks resulting from the extensive use of models in Truist's business, which may impact decisions made by Management and regulators.
The Company is at risk of increased losses from fraud.
The Company's operational or security systems or infrastructure or those of third parties, could fail or be breached, which could disrupt the Company's business and adversely impact the Company's results of operations, liquidity and financial condition, as well as cause legal or reputational harm.
Natural disasters and other catastrophic events could have a material adverse impact on the Company’s operations or the Company’s financial condition and results.
Truist may be impacted by the soundness of other financial institutions.
Truist depends on the accuracy and completeness of information about clients and counterparties.
The Company's accounting policies and processes are critical to how it reports the Company's financial condition and results of operations. They require management to make estimates about matters that are uncertain.
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 goodwill.
Certain banking laws and certain provisions of the Company's articles of incorporation may have an anti-takeover effect.
Technology Risks
The Company faces cybersecurity risks, including denial of service, hacking and social engineering attacks that could result in the disclosure of confidential information, adversely affect the Company's operations or reputation and create significant legal and financial exposure.
Truist will continually encounter technological change and must effectively develop and implement new technology.

The following discussion sets forth some of the more important risk factors that could materially affect BB&T’sTruist's financial condition and operations. When a risk factor spans several risk categories, the below risks have been listed by their primary risk category. Other factors that could affect the Company’s financial condition and operationsThe risks described are discussed in the "Forward-Looking Statements" section above. However, there may be additionalnot all inclusive. Additional risks that are not presently known or risks deemed immaterial may have a material adverse effect on Truist's financial condition, results of operations, business and prospects.

Merger-Related Risks

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

The Company was formed by the Merger of BB&T and SunTrust on December 6, 2019. Truist anticipates further integration of systems, operations, and personnel of BB&T and SunTrust over the next couple of years.

The successful integration of BB&T's and SunTrust's operations will depend substantially on the Company's ability to successfully consolidate operations, management teams, corporate cultures, systems and procedures and to eliminate redundancies and costs. Truist may encounter difficulties during integration, 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, personnel, technology; and
problems with the assimilation of new operations, sites or personnel.

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 successful integration of these entities.

22 Truist Financial Corporation


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 integrates the institutions in an efficient and effective manner, as well as general competitive factors besides those discussed below,in the marketplace. Failure to achieve or elsewheredelays 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 are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated. 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. These expenses could, particularly in the near term, exceed the expected savings from the elimination of duplicative expenses and the realization of economies of scale. The amount and timing of future charges to earnings as a result of Merger or integration expenses are uncertain.

COVID-19 Risks

The effects of COVID-19 have adversely impacted, and will likely continue to adversely impact, the Company's financial condition and results of operations.

The COVID-19 pandemic has severely disrupted almost all economic activity in the U.S. Despite the partial lifting of federal and state shelter-in-place orders, some of which have been renewed, it remains unknown when there will be a return to normal economic activity due to
continued significant numbers of new cases, potential impact of new COVID strains, uncertain vaccination rollout timeline, and increased economic stress associated with the pandemic. Truist temporarily limited access to certain offices, limited branches to drive-thru and appointment only, suspended some services and the majority of the Company's workforce is working remotely, which may increase cybersecurity risks to the Company. Approximately 90% of branches are open and unlocked, or open with controlled access. Truist continues to follow appropriate COVID-19 safety protocols, including proper social distancing. Commercial clients are experiencing varying levels of disruptions or restrictions on their business activity and supply chains, closures of facilities or decreases in demand for their products and services. Consumer clients are experiencing interrupted income or unemployment. Certain industries have been particularly susceptible to the effects of the pandemic, such as hotels, resorts, cruise lines, oil and gas companies, senior and acute care facilities, restaurants, and other sensitive retail businesses, and Truist has outstanding loans to clients in these industries. In 2020, several credit rating agencies downgraded their outlook on U.S. banks due in part to the concerns presented by the pandemic. The global financial markets have also experienced significant volatility. The duration of this severe economic disruption and its related financial impact cannot be reasonably estimated at this time.

The effects of the pandemic have already resulted in an increase in the allowance for credit losses, a reduction of fee income, a reduction of net interest margin and an increase in expenses. Prolonged continuation of current conditions could worsen these impacts and also affect the Company's capital and liquidity position, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause an outflow of deposits, cause significant property damage, in case of civil unrest or vandalism, influence the recognition of credit losses on loans and securities and further increase the allowance for credit losses, result in additional lost revenue, cause additional increases in expenses, result in goodwill impairment charges, result in the impairment of other financial and nonfinancial assets, and increase the Company's cost of capital.

Intensive government actions to mitigate the economic suffering caused by the pandemic may not be successful or may result in increased pressure on the banking sector. Net interest margin has been, and is likely to continue to be, affected by the very low interest rate environment. The application of forbearance and payment deferral policies beyond any statutory requirements may impact Truist's interest income. Truist participated in the SBA's PPP, which was recently expanded to permit a second round of funding, as an eligible lender with the benefit of a government guaranty of loans to small business clients, many of whom may face difficulties even after being granted such a loan. The Company faces increased risks, in terms of credit, fraud risk and litigation, in light of participation in this program. Truist has been named in several lawsuits relating to its participation in the PPP.

Truist Financial Corporation 23


It is possible that the pandemic and its aftermath will lead to a prolonged economic slowdown or recession in the U.S. economy or the world economy in general. The ultimate impact on the Company's financial condition, results of operation, and liquidity and capital position will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the pandemic and the actions to contain or treat its impact. Moreover, the effects of the COVID-19 pandemic will heighten the other reports that BB&T filed or furnished with the SEC, that alsorisks described in this Annual Report on Form 10-K.

Market Risks

Changes in interest rates could adversely affect revenue and expenses, the Company.value of assets and liabilities, as well as the availability and cost of capital, cash flows and liquidity.

Compliance RiskTruist’s balance sheet can be sensitive to movements in market interest rates and spreads as well as basis risk arising from the Company's ALM activities, which management must closely monitor. In addition to the impact of the general economy, changes in interest rates or in valuations in the debt or equity markets could directly impact the Company in one or more of the following ways:

ChangesThe yield on earning assets and rates paid on interest-bearing liabilities may change in banking lawsdisproportionate ways; or
The value of financial instruments held could change adversely.

Regional and local economic conditions, competitive pressures and the policies of regulatory authorities affect interest income and interest expense. When interest rates rise, funding costs may rise faster than the yield the Company earns on assets, causing net interest margin to contract. Higher interest rates may also result in lower mortgage production income and elevated charge-offs in certain categories of the loan portfolio. Conversely, when interest rates fall, the yield the Company earns on assets may fall faster than the Company's ability to lower rates paid on deposits or borrowings.

Certain investment securities, notably MBS, are very sensitive to changes in rates. Generally, when rates rise, prepayments will decrease and the duration of MBS will increase. Conversely, when rates fall, prepayments of principal and interest will increase and the duration of MBS will decrease.

In addition, in response to the outbreak of COVID-19 pandemic and its economic consequences, the FRB lowered its target for the federal funds rate to a range of 0% to 0.25%. Low rates increase the risk of a negative interest rate environment, either broadly or for some types of instruments. For example, in March 2020 the yields on one-month and three-month Treasuries briefly dropped below zero. A negative interest rate environment could have a material adverse effect on BB&T.Truist's financial condition and results of operations. In a negative interest rate environment, some depositors may choose to withdraw their deposits in lieu of paying an interest rate to Truist to hold such deposits. Negative rates would also diminish the spreads on loans and securities. Further, Truist cannot predict the nature or timing of future changes in monetary policies in response to the COVID-19 pandemic or the effects that they may have on the Company's activities and financial results.

BB&TThe monetary and fiscal policies of the federal government and its agencies could have a material adverse effect on profitability.

Changes in monetary and fiscal policies, including FRB policies, can adversely affect profitability and cannot be controlled or predicted by the Company. FRB policies can:

significantly impact the cost of funds, as well as the return on assets, both of which can have an impact on interest income;
materially affect the value of financial assets and liabilities;
adversely affect borrowers through higher debt servicing costs and potentially increase the risk that they may fail to repay their loan obligations; and
artificially inflate asset values during prolonged periods of accommodative policy, which could in turn cause volatile markets and rapidly declining collateral values.

Financial results, lending or other business activities could be materially affected by a deterioration of economic conditions.

A prolonged period of slow growth in the U.S. economy as a whole or in any regional markets that Truist serves, or any deterioration in economic conditions or the financial markets may disrupt or dampen the economy, which could materially adversely affect the Company's financial condition and results.

24 Truist Financial Corporation


If economic conditions deteriorate, the Company may see lower demand for loans by creditworthy clients, reducing the Company's interest income. In addition, if unemployment levels increase or if real estate prices decrease, the Company would expect to incur higher charge-offs and may incur higher expenses in connection with adjustments to the reasonable and supportable forecasts used to estimate the allowance for credit losses in accordance with CECL requirements. These conditions may adversely affect not only consumer loan performance but also commercial and industrial and commercial real estate loans, especially for those businesses that rely on the health of industries or properties that may suffer from deteriorating economic conditions. The ability of these borrowers to repay their loans may be reduced, causing the Company to incur higher credit losses.

The deterioration of economic conditions also could adversely affect financial results for the Company's fee-based businesses. Truist earns fee income from, among other activities, managing assets for clients and providing brokerage and other investment advisory and wealth management services. Investment management fees are often based on the value of assets under management and a decrease in the market prices of those assets could reduce the Company's fee income. Changes in stock or fixed income market prices or client preferences could affect the trading activity of investors, reducing commissions and other fees earned from the Company's brokerage business. Poor economic conditions and volatile or unstable financial markets would likely adversely affect the Company's capital markets-related businesses.

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 operations, earnings and financial condition.

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 operations, earnings and financial condition. The macroeconomic environment in the United States is extensively regulated undersusceptible to global events and volatility in financial markets. For example, trade negotiations between the U.S. and other nations remains uncertain and could adversely impact economic and market conditions for the Company and its clients and counterparties.

A negative change in economic conditions, the performance of foreign sovereign debt, changes of trade policies and other matters could adversely affect the Company's business, financial condition and liquidity. Domestic and global political activity, geopolitical matters, including international political unrest or disturbances, terrorist activities, military conflicts, concerns over energy prices, trade wars and economic instability or recession in certain regions could cause volatility in the financial markets, undermine investor confidence or cause a contraction of available credit. Any of these could reduce the value of the Company's assets or cause a reduction in liquidity that adversely impacts the Company's financial condition and results of operations.

The replacement of LIBOR could adversely affect Truist's profitability and financial condition.

LIBOR and certain other interest rate benchmarks are the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms may cause such benchmarks to perform differently than in the past or have other consequences which cannot be predicted. LIBOR in its current form was anticipated to no longer be available after 2021.

On November 30, 2020 the administrator of LIBOR announced it will consult on its intention to cease publication of the one-week and two-month settings immediately following the LIBOR publication on December 31, 2021, and the remaining U.S. dollar LIBOR settings immediately following the LIBOR publication on June 30, 2023. While there is no consensus on what rate or rates may become accepted alternatives to LIBOR, a group of market participants convened by the FRB, the ARRC, has selected the SOFR as its recommended alternative to U.S. dollar LIBOR. In 2020, Truist began offering SOFR-based lending solutions to wholesale and consumer clients, and entered into SOFR-based derivative contracts.

The U.S. federal banking agencies issued a statement in November 2020 encouraging banks to transition away from U.S. dollar LIBOR as soon as practicable and to stop entering into new contracts that use U.S. dollar LIBOR by December 31, 2021. SOFR or other alternative reference rates may perform differently than LIBOR in response to changing market conditions. For example, SOFR could experience greater decreases during times of economic stress, which could require the Company to lend at lower rates at times when the Company's borrowing costs are increasing.

The market transition away from LIBOR to alternative reference rates is complex and could have a range of adverse effects on the Company's business, financial condition and results of operations. In particular, any such transition could:

adversely affect the interest rates received or paid on the revenue and expenses associated with or the value of the Company's LIBOR-based assets and liabilities;
adversely affect the interest rates received or paid on the revenue and expenses associated with or the value of other securities or financial arrangements, given LIBOR's role in determining market interest rates globally;
prompt inquiries or other actions from regulators in respect of the Company's preparation and readiness for the replacement of LIBOR with an alternative reference rate; and
Truist Financial Corporation 25


result in disputes, litigation or other actions with borrowers or counterparties about the interpretation and enforceability of certain fallback language in LIBOR-based contracts and securities.

The transition away from LIBOR to an alternative reference rate or rates will require the transition to or development of appropriate systems, models and analytics to effectively transition the Company's risk management and other processes from LIBOR-based products to those based on the applicable alternative reference rate, such as SOFR. Truist has developed a LIBOR transition team and project plan that outlines timelines and priorities to prepare its processes, systems and people to support this transition. Timelines and priorities include assessing the impact on the Company's clients, as well as assessing system requirements for operational processes. There can be no guarantee that these efforts will successfully mitigate the operational risks associated with the transition away from LIBOR to an alternative reference rate.

The manner and impact of the transition from LIBOR to an alternative reference rate, as well as the effect of these developments on the Company's funding costs, loan, investment and trading securities portfolios, and ALM, is uncertain.

Credit Risks

The Company is subject to credit risk by lending or committing to lend money, or entering into a letter of credit or other types of contracts with counterparties.

Truist incurs credit risk, which is the risk of loss if the Company's borrowers or counterparties fail to perform according to the terms of their contracts. A number of products expose the Company to credit risk, including loans and leases, lending commitments, derivatives, trading assets and investment securities. Changes in credit quality can have a significant impact on the Company's earnings and capital position. The Company estimates and establishes reserves for credit risks and credit losses inherent in its determination of credit exposure. This process, which is critical to the Company's financial results and condition, requires complex calculations and extensive use of judgment, considering both external and borrower-specific factors that might impair the ability of borrowers to repay their loans. As is the case with any such assessments, there is always the chance that the Company will fail to identify all pertinent factors or that the Company will fail to accurately estimate the impacts of factors identified.

Credit losses may exceed the amount of the Company's reserves as a result of changing economic conditions, including falling real estate or commodity prices and higher unemployment or other factors such as changes in borrower behavior. There is no assurance that reserves will be sufficient to cover all incurred credit losses. In the event of significant deterioration in economic conditions, the Company may be required to increase reserves in future periods, which would reduce the Company's earnings and potentially impact its capital.

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 collateral.

The Company's credit risk and credit losses can increase if the Company's loans are concentrated in borrowers engaged in the same or similar activities or in borrowers who as a group may be uniquely or disproportionately affected by economic or market conditions.

Deterioration in economic conditions, housing conditions or real estate values, including as a result of climate change or natural disasters, in the markets in which the Company operates could result in materially higher credit losses. The Company is also subject to physical risks, which could manifest in the form of asset quality deterioration and could be exacerbated by specific portfolio concentrations, and transition risks, which could manifest through longer-term shifts in market dynamics and consumer preferences in specific industries that may be more sensitive or vulnerable to a transition to a low carbon economy. Shorter term transition risks arising from regulatory changes or technological breakthroughs may require an acceleration of certain risk mitigation strategies.

Liquidity Risks

Truist's liquidity could be impaired by an inability to access short-term funding or an unforeseen outflow of cash.

Liquidity is essential to Truist's businesses. When volatility or disruptions occur in the wholesale funding markets, the Company's ability to access short-term liquidity could be materially impaired. In addition, other factors outside of the Company's control, such as a general market disruption or an operational problem that affects third parties, could impair the Company's ability to access short-term funding or create an unforeseen outflow of cash due to, among other factors, draws on unfunded commitments or deposit attrition. The Company's inability to access short-term funding or capital markets could constrain the Company's ability to make new loans or meet existing lending commitments and could ultimately jeopardize the Company's overall liquidity and capitalization.

26 Truist Financial Corporation


Loss of deposits or a change in deposit mix could increase Truist's funding costs.

Deposits are a low cost and stable source of funding. Truist competes with banks and other financial institutions for deposits and as a result, could lose deposits in the future or see an increase in costs associated with maintaining deposits. Clients may shift their deposits into higher cost products or the Company may need to raise interest rates to avoid deposit attrition. Funding costs may also increase if deposits lost are replaced with wholesale funding. Higher funding costs reduce Truist's net interest margin, net interest income, and net income.

Truist relies on the mortgage secondary market and GSEs for some of the Company's liquidity.

Truist sells a portion of the mortgage loans originated to reduce the Company's retained credit risk and to provide funding capacity for originating additional loans. GSEs could limit their purchases of conforming loans due to capital constraints or other changes in their criteria for conforming loans (e.g., maximum loan amount or borrower eligibility). This potential reduction in purchases could limit the Company's ability to fund new loans.

Proposals have been presented to reform the housing finance market in the U.S., including the role of the GSEs in the housing finance market. The extent and timing of any such regulatory reform of the housing finance market and the GSEs, as well as any effect on the Company's business and financial results, are uncertain.

Any reduction in the Company's credit rating could increase the cost of the Company's funding from the capital markets.

Ratings agencies regularly evaluate Truist and its subsidiaries. Ratings are based on a number of factors, including the financial strength of the Company as well as conditions affecting the financial services industry generally. Failure to maintain those ratings could adversely affect funding cost and increase the Company's cost of capital. A credit downgrade might also affect the Company's ability to attract or retain deposits from commercial and corporate clients. Additionally, the Company's ability to conduct derivatives business with certain clients and counterparties could also be impacted and could trigger obligations to make cash or collateral payments to certain clients and counterparties.

The Parent Company has less access to funding sources and its liquidity could be constrained if the Bank becomes unable to pay dividends during a time of stress.

The Parent Company relies upon capital markets access and dividends from affiliates for funding and has less access to contingent funding sources than the Bank. If the Bank were subject to a financial stress, its dividends to the Parent Company could be reduced or eliminated in order to support Bank capital ratios or other regulatory requirements. This would increase the Parent Company's reliance on capital markets at a time when spreads and funding costs are likely elevated due the stress impacting the Bank.

Compliance Risks

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 actions.

The banking and financial services industries are highly regulated. Truist is subject to supervision, regulation and examination by regulators, including the FRB, FDIC, NCCOB, SEC, CFTC, CFPB, FINRA and various state bankingregulatory agencies. The statutory and regulatory framework governing Truist is generally intended to protect depositors, the DIF, clients, and the U.S. financial system as a whole, and not Truist's debt holders or shareholders. Reform of the financial services industry resulting from the Dodd-Frank Act, including the EGRRCPA and other legislative, regulatory and technological changes, affect the Company's operations.

These laws and regulations that are intended primarily for the protection of depositors, the DIFand Truist's inability to act in certain instances without receiving prior regulatory approval affect Truist's lending practices, capital structure, investment practices, dividend policy, ability to repurchase common stock and ability to pursue strategic acquisitions, among other activities. Changes to statutes, regulations or regulatory policies or their interpretation or implementation and the banking system as a whole. In addition, BB&T is subject to changescontinued heightening of regulatory requirements could affect Truist in federalsubstantial and state laws as well as changes in banking and credit regulations and governmental economic and monetary policies. Any of these changes could adversely and materially affect BB&T. The regulatory environment for financial institutions entails significant potential increases in compliance requirements and associated costs, including those related to consumer credit, with a focus on mortgage lending.
unpredictable ways. Federal and state banking regulators also possess broad powers to take supervisory actions as they deem appropriate. These supervisory actions may result in higher capital requirements, higher deposit insurance premiums and limitations on BB&T’sthe Company's activities that could have a material adverse effect on its businessoperations or profitability.

Truist Financial Corporation 27


In recent years, both Congress and profitability.

For example, as discussedthe federal banking regulators have engaged in "Regulatory Considerations" above, the FDIC adopted a final rule that imposes a DIF assessment surcharge for banks with total assets of at least $10 billion. The surcharge became effective July 1, 2016 and will last for a period currently estimated by the FDIC to be two years but ending no later than December 31, 2018. If the DIF has not reached the required level at that time, then the FDIC will impose a special assessment on institutions with assets greater than $10 billion. The net effectrebalancing of the new surcharge increased BB&T's total annual assessmentpost financial crisis legal and regulatory framework, particularly by $84 million for 2017.

The Dodd-Frank Act, and its related rulemaking activities, may result in lower revenues, higher costs and ratings downgrades. In addition, failure to meet the FRB’s capital planning and adequacy requirements and liquidity requirements under the Dodd-Frank Act and other banking laws may limit the ability to pay dividends, pursue acquisitions and repurchase common stock.
The Dodd-Frank Act represents a significant overhaul of many aspects of the regulation of the financial services industry, addressing, among other things, systemic risk, capital adequacy, deposit insurance assessments, consumer financial protection, interchange fees, derivatives, lending limits, and changes among the bank regulatory agencies. Under Dodd-Frank, BB&T is deemed to be a "systemically important" institution subject to certaintailoring enhanced prudential standards imposed byto the FRB. Federal agencies continue to implement the provisionssize, risk profile and complexity of the Dodd-Frank Act. Certainbanking organization. It is possible that the new presidential administration and the new Congress could reconsider this rebalancing of these provisionsthe legal and regulatory framework and also impose significant new regulatory and supervisory burdens on the financial sector. Truist expects that its businesses will remain subject to further rulemaking, guidanceextensive regulation and interpretation by the applicable federal regulators. Additionally, the CFPB has finalized a number of significant rules that impact nearly every aspect of the lifecycle of a residential mortgage. These rules implement the Dodd-Frank Act amendments to the Equal Credit Opportunity Act, the Truth in Lending Act and the Real Estate Settlement Procedures Act. These rules have a direct impact on BB&T’s operations, as BB&T is both a mortgage originator and a servicer.
Due to BB&T’s size, it is subject to additional regulations such as the "living will" requirements relating to the rapid and orderly resolution of systemically important financial institutions in the event of material financial distress or failure. BB&T cannot predict the additional effects that compliance with the Dodd-Frank Act or any regulations will have on BB&T’s businesses or its ability to pursue future business opportunities. Additional regulations resulting from the Dodd-Frank Act may materially adversely affect BB&T’s business, financial condition or results of operations. See "Regulatory Considerations" for additional information regarding the Dodd-Frank Act and its impact upon BB&T.


BB&T is subject to enhanced capital requirements and may be subject to more stringent capital requirements, which could diminish its ability to pay dividends or require BB&T to reduce its operations.
The Dodd-Frank Act requires federal banking agencies to establish more stringent risk-based capital requirements and leverage limits applicable to banks and BHCs. The FRB approved final rules that established a new comprehensive capital framework for U.S. banking organizations and established a more conservative definition of capital. These requirements, known as Basel III, became effective on January 1, 2015, and as a result, BB&T became subject to enhanced minimum capital and leverage ratios. These requirements, and any othersupervision. Any potential new regulations or modifications to existing regulations would likely necessitate changes to Truist's existing regulatory compliance and risk management infrastructure. Compliance with new regulations and supervisory initiatives, including those that have been proposed but not yet implementednewly applicable as a result of the requirements established by the BCBS, could adversely affect BB&T’s ability to pay dividends or raise capital, or could require BB&T to limit certain business activities, whichMerger may adversely affect its results of operations or financial condition. BB&T currently qualifies as a standardized approach banking organization under Basel III. Financial institutions with greater than $250 billion in assets or $10 billion in foreign assets are considered advanced approaches banking organizations, which are subject to a more complex calculation of RWA that includes an assessment of the impact of operational risk, among other requirements. BB&T is preparing to comply with the advanced approaches requirements, and these more stringent requirements, or BB&T’s failure to properly comply with them, could materially and adversely impact BB&T’s financial results and regulatory status once the requirements become applicable to BB&T.increase costs. In addition, the costs associated with complying with more stringent capital requirements, such as the requirement to formulate and submit capital plans based on pre-defined stress scenarios on an annual basis,concerns over climate change may prompt changes in regulations that, in turn, could have a material adverse effectimpact on BB&T. See "Regulatory Considerations" for additional information regardingasset values and the capitalfinancial performance of Truist's businesses and its clients.

Truist is subject to heightened requirements under the Dodd-Frank Actenhanced prudential standards and Basel III.expects increased supervisory scrutiny, including, for example, single counterparty credit limits, heightened expectations with respect to governance, risk management and internal controls and additional capital and liquidity requirements.
For example, BB&T is subject to assessment by the FRB as part of the CCAR program. CCAR is an annual exercise by the FRB to ensure that institutions have forward-looking capital planning processes that account for their risks and sufficient capital to continue operations throughout times of economic and financial stress. BB&T cannot be certain that the FRB will have no objections to BB&T’s future capital plans submitted through the CCAR program. Failure to pass the CCAR review could adversely affect BB&T’s ability to pay dividends, enter into acquisitions and repurchase common stock.

BB&T is subject to extensive and expanding government regulation and supervision, which can lead to costly enforcement actions while increasing the cost of doing business and limiting BB&T’s ability to generate revenue.

The financial services industry is subject to intensefaces scrutiny from bank supervisors in the examination process and aggressivestringent enforcement of regulations on both the federal and state levels, particularlylevels. Areas of focus in the recent past have been with respect to mortgage-related practices, student lending practices, auto lending practices, sales practices and related incentive compensation programs and other consumer compliance matters,matters. Truist continues to be subject to examinations and ongoing monitoring to assess compliance with BSA/AML laws and regulations, as well as sanctions compliance administered by the OFAC. For example, during November 2019, SunTrust Bank entered into a consent order with the FRB in connection with marketing, enrollment and billing practices related to deposit account add-on and similar products provided to certain business customers. Current and future actions by regulators could impact Truist's operations. See additional disclosures in the "Regulatory Considerations" section.

The Company is subject to laws, rules and regulations regarding compliance with anti-money laundering, Bank Secrecy Actprivacy policies and Officethe disclosure, collection, use, sharing and safeguarding of Foreign Assets Controlpersonal identifiable information of certain parties.There has recently been an increase in legislative and regulatory efforts to protect the privacy of consumer data. These initiatives may limit how companies can use customer data and economic sanctionsmay increase compliance complexity and related costs, result in significant financial penalties for compliance failures and limit the Company's ability to develop new products or respond to technological changes. Such legal requirements also could heighten the reputational impact of perceived misuses of customer data by the Company and third parties.

Heightened regulatory scrutiny or the results of an investigation or examination may lead to additional regulatory investigations or enforcement actions. There is no assurance that those actions will not result in regulatory settlements or other enforcement actions against certainTruist. Furthermore, a single event involving a potential violation of law or regulation may give rise to numerous and overlapping investigations and proceedings, either by multiple federal and state agencies and officials in the United States or, in some instances, regulators and other governmental officials in foreign countries and nationals. jurisdictions.

Federal banking law grants substantial enforcement powers to federal banking regulators.regulators and law enforcement agencies. This enforcement authority includes, among other things, the ability to assess significant civil or criminal monetary penalties, fines or restitution; to issue cease and desist or removal orders; and to initiate injunctive actions against banking organizations and institution-affiliated parties. These enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Failure

A failure to comply with theseregulatory requirements and expectations could expose the Company to fines, regulatory penalties, other regulations,costs, reputational damage and supervisory expectations related thereto, may resultregulatory or enforcement actions, such as limitations on engaging in fines, penalties, lawsuits, regulatory sanctions, reputation damagenew activities or expanding geographically.In some cases, governmental authorities have required criminal pleas or other extraordinary terms as part of such settlements, which could have significant consequences for a financial institution, including loss of clients, restrictions on business.

In addition, federal bank regulatory agencies are required to consider the effectiveness of a financial institution’s anti-money laundering activities and other regulatory compliance matters when reviewing bank mergers and BHC acquisitions and, consequently, non-compliance with the applicable regulations could materially impair BB&T’s ability to enter into or complete mergers and acquisitions.

For example, as discussed in "Regulatory Considerations" above, Branch Bank entered into a consent order withaccess the FDICcapital markets and the NCCOB in December 2016 and BB&T entered into a cease and desist order with the FRB and NCCOB in January 2017. The orders call for corrective actions and enhancementsinability to addressoperate certain internal control deficiencies within the BSA/AML Compliance Program. BB&T’s and Branch Bank’s ability to pursue mergers and acquisitions may be limitedbusinesses or offer certain products for a period of time.
In addition, during 2014, BB&T received notice from the HUD-OIG that BB&T had been selected for an audit/survey to assess BB&T's compliance with FHA loan origination and quality control requirements. BB&T subsequently received subpoenas from the HUD-OIG and the Department Violations of Justice seeking additional information regarding its lending practices in connection with loans insured by the FHA. During 2014, BB&T recognized an $85 million charge that was included in other expense on the Consolidated Statements of Income. During 2016, the Company paid $83 million to settle these matters pursuant to an agreement with the Department of Justice.

Issuance of new tax guidance or differences in interpretation of tax laws and regulations or deemed deficiencies in risk management practices also may adversely impact BB&T’s financial statements.
Local, statebe incorporated into Truist's confidential supervisory ratings. A downgrade in these ratings or federal tax authorities may interpret tax laws, including the recently issued Tax Cutsthese or other regulatory actions and Jobs Act,settlements, could limit Truist's ability to conduct expansionary activities for a period of time and regulations differently than BB&T and challenge tax positions that BB&T has taken on its tax returns. This may resultrequire new or additional regulatory approvals before engaging in differences in the treatment of revenues, deductions or credits and/or differences in the timing of these items. The differences in treatment may result in payment of additional taxes, interest or penalties thatcertain other business activities. Any future enforcement action could have a material adverse effect onimpact.

Regulatory changes may reduce Truist's revenues, limit the types of financial results. Potential litigation related to BB&T could adverselyservices and products it may offer, alter the investments it makes, affect BB&T’s financial position or results of operations.
Credit Risk
Changes in national, regional and local economic conditions and deterioration in the geographic and financial marketsmanner in which BB&Tit operates could leadits businesses, increase its litigation and regulatory costs should it fail to higher loan charge-offsappropriately comply with new or modified laws and reduce net incomeregulatory requirements and growth.increase the ability of non-banks to offer competing financial services and products.

BB&T’s business
28 Truist Financial Corporation


Truist is subject to fluctuations basedregulatory capital and liquidity standards that affect the Company's business, operations and ability to pay dividends or otherwise return capital to shareholders.

Truist is subject to regulatory capital and liquidity requirements established by the FRB and the FDIC. These regulatory capital and liquidity requirements are typically developed at an international level by the BCBS and then applied, with adjustments, in each country by the appropriate domestic regulatory bodies. Domestic regulatory agencies have the ability to apply stricter capital and liquidity standards than those developed by the BCBS. In several instances, the U.S. banking agencies have done so with respect to U.S. banking organizations.

Requirements to maintain specified levels of capital and liquidity and regulatory expectations as to the quality of the Company's capital and liquidity may prevent the Company from taking advantage of opportunities in the best interest of shareholders or force the Company to take actions contrary to their interests. For example, Truist may be limited in its ability to pay or increase dividends or otherwise return capital to shareholders. In addition, these requirements may impact the amount and type of loans the Company is able to make. Truist may be constrained in its ability to expand, either organically or through mergers and acquisitions. These requirements may cause the Company to sell or refrain from acquiring assets where the capital requirements appear inconsistent with the assets' underlying risks. In addition, liquidity standards require the Company to maintain holdings of highly liquid investments, thereby reducing the Company's ability to invest in less liquid assets, even if more desirable from a balance sheet or interest rate risk management perspective. As a Category III banking organization, Truist is subject to additional capital and liquidity requirements.

The liquidity standards applicable to large U.S. banking organizations have also been supplemented in recent years. For example, in October 2020, the U.S. banking agencies finalized rules to implement the NSFR, which is designed to ensure that banking organizations maintain a stable funding profile in relation to their asset composition and off-balance sheet activities.

In addition to the regulatory capital and liquidity requirements applicable to Truist and Truist Bank, the Company's broker-dealer subsidiaries are subject to capital requirements established by the SEC.

Regulatory capital and liquidity requirements receive periodic review and revision by the BCBS and the U.S. banking agencies. Changes to capital and liquidity requirements may require Truist or Truist Bank to maintain more or higher quality capital or greater liquidity and could increase some of the potential adverse effects described above.

Truist is subject to certain risks related to originating and selling mortgages and may be required to repurchase mortgage loans or indemnify mortgage loan purchasers.

Truist is required to make customary representations and warranties to the purchaser about the mortgage loans and the manner in which they were originated when selling mortgage loans or loan securitizations. An increase in the number of repurchase and indemnity demands from purchasers related to representations and warranties on loans sold could result in an increase in the amount of losses for loan repurchases. Truist also bears a risk of loss from borrower defaults for multi-family commercial mortgage loans sold to FNMA.

In addition to repurchase claims from GSEs, Truist could be subject to indemnification claims from non-GSE purchasers of the Company's loans. Claims could be made if Truist fails to conform to statements about the quality of the mortgage loans sold, the manner in which the loans were originated and underwritten or to comply with state and federal law.

Truist faces risks as a servicer of loans.

The Company acts as servicer and master servicer for mortgage loans included in securitizations and for unsecuritized mortgage loans owned by investors. As a servicer or master servicer for those loans, the Company has certain contractual obligations to the securitization trusts, investors or other third parties. As a servicer, Truist's obligations include foreclosing on defaulted mortgage loans or, to the extent consistent with the applicable securitization or other investor agreement, considering alternatives to foreclosure such as loan modifications or short sales. In the Company's capacity as a master servicer, obligations include overseeing the servicing of mortgage loans by the servicer. Generally, the Company's servicing obligations are set by contract, for which the Company receives a contractual fee. However, GSEs can amend their servicing guidelines, which can increase the scope or costs of the services required without any corresponding increase in the Company's servicing fee. Further, the CFPB has implemented national regionalservicing standards which have increased the scope and localcosts of services which the Company is required to perform. In addition, there has been a significant increase in state laws that impose additional servicing requirements that increase the scope and cost of the Company's servicing obligations. As a servicer, the Company also advances expenses on behalf of investors which it may be unable to collect.

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A material breach of the Company's obligations as servicer or master servicer may result in contract termination if the breach is not cured within a specified period of time following notice, which can generally be given by the securitization trustee or a specified percentage of security holders, causing the Company to lose servicing income. In addition, the Company may be required to indemnify the securitization trustee against losses from any failure by the Company, as a servicer or master servicer, to perform the Company's servicing obligations or any act or omission on the Company's part that involves willful misfeasance, bad faith or gross negligence. For certain investors and certain transactions, Truist may be contractually obligated to repurchase a mortgage loan or reimburse the investor for credit losses incurred on the loan as a remedy for servicing errors with respect to the loan. The Company may be subject to increased repurchase obligations as a result of claims made that the Company did not satisfy its obligations as a servicer or master servicer. The Company may also experience increased loss severity on repurchases, which may require a material increase to the Company's repurchase reserve.

The Company has and may continue to receive indemnification requests related to the Company's servicing of loans owned or insured by other parties, primarily GSEs. Typically, such a claim seeks to impose a compensatory fee on the Company for departures from GSE service levels. In most cases, this is related to delays in the foreclosure process. Additionally, the Company has received indemnification requests where an investor or insurer has suffered a loss due to a breach of the servicing agreement. While the number of such claims has been small, these could increase in the future.

Strategic Risks

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 environment.

Embedded within strategic risks are risks associated with:

maintaining a level of earnings appropriate to support growth objectives and the ability to maintain dividends in various economic conditions,cycles,
successful delivery of innovation and technology strategies that transform the client experience as well as conditionsthe way Truist conducts business, and
changes and events within the external environment, including geopolitical, macroeconomic, social, cultural, competitive and regulatory factors.

Any of the foregoing may impact the successful execution of Truist's strategy.

Competition may reduce Truist's client base or cause Truist to modify pricing for products and services in order to maintain market share.

Truist operates in a highly competitive industry that could become even more competitive with neo-banks and other fintechs. Increased competition could arise from technological advancements, legislative and regulatory changes, as well as competition from other financial services companies, some of which may be specificsubject to less extensive regulation than Truist. The Company's success depends, in part, on the Company's ability to adapt its offering of products and services to evolving industry standards and client expectations. The widespread adoption of new technologies has required and will continue to require substantial investments to modify existing products and services or to develop new products and services. In addition, there is increasing pressure to provide products and services at lower prices further reducing contribution margins. The Company may not be successful in introducing new products and services in response to industry trends or developments in technology or those new products may not achieve market acceptance.

Truist also competes with nonbank companies inside and outside of the Company's market area and, in some cases, with companies other than those traditionally considered financial sector participants. In particular, sectorstechnology companies are increasingly focusing on the financial sector, either in partnership with competitor banking organizations or industries.on their own. These fluctuationscompanies generally are not predictable, cannot be controlledsubject to the same regulatory burdens as main street financial institutions and may accordingly realize certain cost strategies and offer products and services at more favorable rates and with greater convenience to the client. This competition could result in the loss of clients and revenue in areas where fintechs are operating. As the pace of technology and change advance, continuous innovation is expected to exert long-term pressure on the financial services industry.

The adoption of new technologies by competitors, including internet banking services, mobile applications, advanced ATM functionality and cryptocurrencies could require the Company to make substantial investments to modify or adapt the Company's existing products and services or even radically alter the way Truist conducts business. These and other capital investments in the Company's business may not produce expected growth in earnings anticipated at the time of the expenditure.

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Certain external environmental factors could also impact the Company's strategy. Increasing frequency and severity of impacts from natural disasters brought on by climate change may alter the Company's strategic direction in order to mitigate certain financial risks. While material impact from climate change is expected to occur over a longer time horizon, the acceleration of a transition to a low-carbon economy could present idiosyncratic risks in certain sectors and carbon intensive industries over time. Climate change is expected to present incremental risks to the execution of the Company's long-term strategy. In addition, concerns over climate change may prompt changes in regulations that, in turn, could have a material adverse impact on BB&T’s operationsasset values and financial condition even if other favorable events occur. BB&T’s banking operations are primarily locally oriented and community-based. Accordingly, BB&T expects to continue to be dependent upon local business conditions as well as conditions in the local residential and CRE markets it serves. For example, an increase in unemployment, a decrease in real estate values or increases in interest rates, as well as other factors, could weaken the economies of the communities BB&T serves. Weakness in BB&T’s market area could depress its earnings and consequently its financial condition because:
customers may not want or need BB&T’s products or services;
borrowers may not be able or willing to repay their loans;
the value of the collateral securing loans to borrowers may decline; and
the quality of BB&T’s loan portfolio may decline.

Any of the latter three scenarios could require BB&T to charge off a higher percentage of loans and/or increase provisions for credit losses, which would reduce net income. These factors could result in higher delinquencies and greater charge-offs in future periods, which could adversely affect our business, financial condition or results of operations.
A systemic lack of available credit, a lack of confidence in the financial sector, volatility in the financial markets and/or reduced business activity could materially adversely affect BB&T’s business, financial conditionperformance of Truist's businesses, and results of operations.
Potential downgrades of U.S. government securities by one or more of the credit ratings agencies could have a material adverse effect on BB&T’s operations, earnings and financial condition.
A possible future downgrade of the sovereign credit ratings of the U.S. government and a decline in the perceived creditworthiness of U.S. government-related obligations could impact BB&T’s ability to obtain funding that is collateralized by affected instruments, as well as affect the pricing of that funding when it is available. A downgrade may also adversely affect the market value of such instruments. BB&T cannot predict if, when or how any changes to the credit ratings or perceived creditworthiness of these obligations will affect economic conditions. Such ratings actions could result in a significant adverse impact on BB&T. For example, BB&T’s securities portfolio consists largely of MBS issued by GSEs, such as FHLMC and FNMA. Among other things, a downgrade in the U.S. government’s credit rating could adversely impact the value of these securities and may trigger requirements that the Company post additional collateral for trades relative to these securities. A downgrade of the sovereign credit ratings of the U.S. government or the credit ratings of related institutions, agencies or instruments would significantly exacerbate the other risks to which BB&T is subject and any related adverse effects on its business, financial condition and results of operations.

The soundness of other financial institutions could adversely affect BB&T.
Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. BB&T has exposure to many different industries and counterparties, and BB&T and certainthose of its subsidiaries routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds and other institutions. Many of these transactions expose BB&T to credit risk in the event of default of its counterparty. In addition, BB&T’s credit risk may be exacerbated when collateral is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure. These types of losses could materially adversely affect BB&T’s results of operations or financial condition.clients.



BB&T could be affected by the United Kingdom’s eventual withdrawal from the European Union.

In June 2016, the United Kingdom held a non-binding referendum in which a majority of voters voted in favor of the United Kingdom’s exit from the European Union (commonly referred to as “Brexit”). On March 29, 2017, the United Kingdom formally notified the European Union of its intention to withdraw pursuant to the Treaty on European Union. The withdrawal of the United Kingdom from the European Union will take effect either when agreed upon or, in the absence of such an agreement, two years after the United Kingdom provided its notice of withdrawal. It appears likely that this withdrawal will involve a process of lengthy negotiations between the United Kingdom and the European Union member states to determine the terms of the withdrawal as well as the United Kingdom’s relationship with the European Union going forward. The ultimate impact of Brexit and its effects on BB&T still remain uncertain and will depend on the terms of withdrawal and the post-Brexit relationships that the United Kingdom will negotiate with the European Union and other nations that are not a part of the European Union. Increased market volatility and further global economic deterioration resulting from Brexit, or concern about Brexit, could have significant adverse effects on BB&T's businesses, results of operations, financial condition, liquidity and capital. In addition, specific impacts from Brexit could include requirements that BB&T make certain changes to its operational model, business practices and regulatory authorizations in order to continue servicing customers across Europe; detrimental impacts on revenues and expenses; increased difficulties related to recruitment, retention, and mobility of certain European-based associates; and other adverse impacts on business operations. 

Liquidity Risk
BB&T’s liquidity could be impaired by an inability to access the capital markets, an unforeseen outflow of cash or a reduction in the credit ratings for BB&T or its subsidiaries.
Liquidity is essential to BB&T’s businesses. When volatility or disruptions occur in the capital markets, BB&T’s ability to access capital could be materially impaired. Additionally, other factors outside of BB&T’s control, such as a general market disruption or an operational problem that affects third parties, could impair BB&T’s ability to access capital markets or create an unforeseen outflow of cash or deposits. BB&T’s inability to access the capital markets could constrain its ability to make new loans or meet its existing lending commitments and could ultimately jeopardize its overall liquidity and capitalization.
BB&T’s credit ratings are also important to its liquidity. Rating agencies regularly evaluate BB&T and its subsidiaries, and their ratings are based on a number of factors, including the financial strength of BB&T and its subsidiaries, as well as factors not entirely within BB&T’s control, including conditions affecting the financial services industry generally. As a result, there can be no assurance that BB&T will maintain its current ratings. A reduction in BB&T’s credit ratings could adversely affect BB&T’s liquidity and competitive position, increase its borrowing costs, limit its access to the capital markets or trigger unfavorable contractual obligations.
Market Risk
Instability in economic conditions and geopolitical matters as well as volatility in financial markets could have a material adverse effect on BB&T’s operations, earnings and financial condition.
The macroeconomic environment in the United States is susceptible to global events and volatility. The negative impact on economic conditions and global markets from foreign sovereign debt matters and other matters could adversely affect BB&T’s business, financial condition and liquidity. Domestic and global political activity, geopolitical matters, including international political unrest or disturbances, concerns over energy prices and economic instability or recession in certain regions could cause turmoil and volatility in the financial markets, which could reduce the value of BB&T’s assets or cause a reduction in liquidity that adversely impacts BB&T’s financial condition and results of operations.
The monetary, tax and other policies of governmental agencies, including the FRB, have a significant impact on market interest rates, and BB&T’s business and financial performance is impacted significantly by such interest rates.
BB&T’s businesses and earnings are affected by the fiscal and other policies adopted by various regulatory authorities of the U.S., non-U.S. governments and international agencies. The FRB regulates the supply of money and credit in the U.S. The federal policies determine in large part the cost of funds for lending and investing and the return earned on those loans and investments. The market impact from such policies can also materially decrease the value of certain of BB&T’s financial assets, most notably debt securities. Changes in the federal policies are beyond BB&T’s control and, consequently, the impact of these changes on BB&T’s activities and results of operations is difficult to predict.

Changes in interest rates may have an adverse effect on BB&T’s profitability.
BB&T’s earnings and financial condition are largely dependent on net interest income, which is the difference between interest earned from loans and investments and interest paid on deposits and borrowings. The narrowing of interest rate spreads could adversely affect BB&T’s earnings and financial condition. BB&T cannot control or predict with certainty changes in interest rates. Regional and local economic conditions, competitive pressures and the policies of regulatory authorities, including monetary policies of the FRB, affect interest income and interest expense. As discussed in "Market Risk Management – Interest Rate Market Risk (Other than Trading)," BB&T has ongoing policies and procedures designed to manage the risks associated with changes in market interest rates. However, changes in interest rates still may have an adverse effect on BB&T’s profitability. For example, rising interest rates could adversely affect BB&T’s mortgage banking business because higher interest rates could cause customers to apply for fewer mortgages. Similarly, rising interest rates would increase the required periodic payment for variable rate loans and may result in borrowers becoming unable to pay. Additionally, rising interest rates may increase the cost of BB&T’s deposits, which are a primary source of funding. BB&T is also subject to the risk of a negative interest rate scenario, which implies that a depositor would pay a premium for a financial institution to hold funds on deposit. In such a scenario, some depositors may choose to withdraw their deposits in lieu of paying an interest rate to BB&T to hold such deposits. Negative rates would also diminish the spreads on loans and securities. This scenario could have a material adverse effect on BB&T’s financial condition and results of operations.

On July 27, 2017, the Chief Executive of the U.K. Financial Conduct Authority announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR rates after 2021. In the U.S., efforts to identify a set of alternative U.S. dollar reference interest rates include proposals by the Alternative Reference Rates Committee of the FRB and the Federal Reserve Bank of New York. At this time, it is not possible to predict the effect of the Financial Conduct Authority announcement or other regulatory changes or announcements, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom, the United States or elsewhere. Uncertainty as to the nature of such potential changes, alternative reference rates or other reforms may adversely affect BB&T’s financial condition and results of operations.

Loss of deposits or a change in deposit mix could increase the Company’s funding costs.
Deposits are a low cost and stable source of funding. BB&T competes with banks and other financial institutions for deposits. Funding costs may increase because the Company may lose deposits and replace them with more expensive sources of funding, clients may shift their deposits into higher cost products or the Company may need to raise its interest rates to avoid losing deposits. Higher funding costs reduce the Company’s NIM, net interest income and net income.
Operational Risk
BB&T faces cybersecurity risks that could result in the disruption of operations or the disclosure of confidential information, adversely affect BB&T’s business or reputation and create significant legal and financial exposure.
BB&T’s computer systems and network infrastructure are subject to security risks and could be susceptible to cyber attacks, such as denial of service attacks, hacking, terrorist activities or identity theft. Financial services institutions and companies engaged in data processing have reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage systems, often through the introduction of computer viruses or malware, cyber attacks and other means. Denial of service attacks have been launched against a number of large financial services institutions, including BB&T. As a result of these attacks, the performance of BB&T’s website, BBT.com, was adversely affected, and in some instances customers were prevented from accessing BB&T’s website. BB&T expects to be subject to similar attacks in the future. While events to date primarily resulted in inconvenience, future cyber attacks could be more disruptive and damaging. Hacking and identity theft risks, in particular, could cause serious reputational harm. Cyber threats are rapidly evolving and BB&TTruist may not be able to anticipatecomplete future mergers or acquisitions.

The Company must generally satisfy a number of meaningful conditions before completing an acquisition of another bank or BHC, including federal and state regulatory approvals. In determining whether to approve a proposed bank or BHC acquisition, bank regulators will consider, among other factors, the effect of the acquisition on competition; financial condition and future prospects, including current and projected capital ratios and levels; the competence, experience and integrity of management; record of compliance with laws and regulations; the convenience and needs of the communities to be served, including the acquiring institution's record of compliance under the CRA; the effectiveness of the acquiring institution in combating money laundering activities; and protests from various stakeholders. In addition, U.S. regulators must take systemic risk to the U.S. financial system into account when evaluating whether to approve a potential acquisition transaction involving a large financial institution like Truist. There is no certainty as to when or if or on what terms and conditions, any required regulatory approvals will be granted for any potential acquisition. In specific cases, Truist may be required to sell banks or branches or take other actions as a condition to receiving regulatory approval. An inability to satisfy other conditions necessary to consummate an acquisition transaction, such as third party litigation, a judicial order blocking the transaction or lack of shareholder approval, could also prevent all such attacks. BB&T may incur increasing costs inthe Company from completing an effortannounced acquisition.

Truist has businesses other than banking that are subject to minimize thesea variety of risks.

Truist is a diversified financial services company and this diversity subjects the Company's earnings to a broader variety of risks and could be held liable for any security breach or loss.
Despite effortsuncertainties. Other businesses in addition to ensure the integrity of its systems, BB&T will not be able to anticipate all security breaches of these types, and BB&T may not be able to implement effective preventive measures against such security breaches. The techniques used by cyber criminals change frequently and can originate from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations or hostile foreign governments. Those parties may also attempt to fraudulently induce associates, customers or other users of BB&T’s systems to disclose sensitive information in order to gain access to its data orbanking that of its clients. These risks may increase in the future as the Company continues to increase its mobile-paymentoperates include insurance, investment banking, securities underwriting and market making, loan syndications, investment management and advice and retail and wholesale brokerage services offered through the Company's subsidiaries. These businesses entail significant market, operational, credit, compliance, technology, legal and other internet-based product offerings and expands its internal usage of web-based products and applications.

A successful penetration or circumvention of system security could cause serious negative consequences to BB&T, including disruption of operations, misappropriation of confidential information of BB&T or its customers, or damage to computer systems of BB&T or its customers and counterparties. A security breach could result in violations of applicable privacy and other laws, financial loss to BB&T or to its customers, loss of confidence in BB&T’s security measures, significant litigation exposure and harm to BB&T’s reputation, all of which could have a material adverse effect.
BB&T relies on its associates, systems and certain counterparties, and certain failuresrisks that could materially adversely affectimpact the Company's results of operations.

BB&T’s business is dependent on the ability to process, record and monitor a large number of complex transactions. The Company could be materially adversely affected if one or more of its associates causes a significant operational breakdown or failure, either as a result of human error or intentionally. Financial, accounting or other data processing systems may fail or have other significant shortcomings that materially adversely affect BB&T’s business. BB&T’s systems may not be able to handle certain scenarios, such as a negative interest rate environment. In addition, products, services and processes are continually changing and BB&T may not fully identify new operational risks that may arise from such changes. Any of these occurrences could diminish the ability to operate one or more BUs or result in potential liability to clients, increased operating expenses, higher litigation costs (including fines and sanctions), reputational damage, regulatory intervention or weaker competitive standing, any of which could be material to the Company.Reputational Risks

If personal, confidential or proprietary information of clients were to be mishandled or misused, significant regulatory consequences, reputational damage and financial loss could occur. Such mishandling or misuse could include circumstances where, for example, such information was erroneously provided to parties who are not permitted to have the information, either through the fault of systems, associates, or counterparties, or where such information was intercepted or otherwise inappropriately taken by third parties.

BB&T may be subject to disruptions of its operating systems arising from events that are wholly or partially beyond its control, which may include, for example, security breaches; electrical or telecommunications outages; failures of computer servers or other damage to property or assets; natural disasters; health emergencies or pandemics; or events arising from political events, including terrorist acts. There can be no assurance that disaster recovery or other plans will fully mitigate all potential business continuity risks. Any failures or disruptions of systems or operations could impact BB&T’s ability to service its clients, which could adversely affect BB&T’s results of operations by subjecting BB&T to losses, litigation, regulatory fines or penalties or by requiring the expenditure of significant resources to correct the failure or disruption.
Significant litigation and regulatory proceedings could have a material adverse effect on BB&T.
BB&T faces significant litigation and regulatory proceedings in its business. The volume of claims and amount of damages and penalties claimed in litigation and regulatory proceedings against financial institutions remains high. Given the inherent uncertainties involved in litigation and regulatory proceedings, and the very large or indeterminate damages sought in some matters asserted against BB&T, there can be significant uncertainty as to the ultimate liability BB&T may incur from such matters. The finding, or even the assertion, of substantial legal liability or significant regulatory action against BB&T may have material adverse financial effects or cause significant reputational harm to BB&T, which in turn could seriously harm BB&T’s business prospects.
BB&T faces significant operational and other risks related to its activities, which could expose it to negative publicity, litigation and/or regulatory action.
BB&T is exposed to many types of operational risks, legal and compliance risk, internal or external fraud (including identity and information theft), transaction processing errors due to clerical or record-keeping mistakes or those resulting from faulty or disabled computer or telecommunications systems. Negative public opinion cancould damage the Company's reputation and adversely impact business and revenues.

Truist's earnings and capital are subject to risks associated with negative public opinion. Negative public opinion could result from BB&T’sthe Company's actual or alleged conduct in any number of activities, including lending, sales and other operating practices, corporate governance, and acquisitions, activities relateda breach of client or teammate information, the failure of any product or service sold to asset sales and balance sheet management and from actions taken by government regulators and community organizations in response to those activities.meet clients' expectations or applicable regulatory requirements. Negative public opinion cancould adversely affect BB&T’sthe Company’s ability to attract and keep customersretain clients and personnel and can expose it toresult in litigation and regulatory action.
Becauseactions. Actual or alleged conduct by one of the nature ofCompany's businesses can result in negative public opinion about the Company's other businesses. Actual or alleged conduct by another financial institution can result in negative public opinion about the financial services industry involvesin general and, as a high volumeresult, adversely affect Truist.

Scrutiny of transactions, certain errorsthe Company's sales, training and incentive compensation practices could damage the Company’s reputation and adversely impact business and revenues.

The Company may face increased scrutiny of the Company's sales and other business practices, training practices, incentive compensation design and governance, and quality assurance and client complaint resolution practices. There can be no assurance that the Company's processes and actions will meet regulatory standards or expectations. Findings from self-identified or regulatory reviews may require responsive actions, including increased investments in compliance systems and personnel or the payment of fines, penalties, increased regulatory assessments or client redress and may increase legal or reputational risk exposures.

Truist Financial Corporation 31


Operational Risks

Litigation may adversely affect the Company's results.

The Company is subject to litigation in the ordinary course of business. Claims and legal actions, including supervisory actions by the Company's regulators, could involve large monetary claims and significant defense costs. The outcome of litigation and regulatory matters as well as the timing of ultimate resolution are inherently difficult to predict.

Actual legal and other costs of resolving claims may be repeatedgreater than the Company's legal reserves. The ultimate resolution of a pending legal proceeding, depending on the remedy sought and granted, could materially adversely affect the Company's results of operations and financial condition.

In addition, governmental authorities have, at times, sought criminal penalties against companies in the financial services sector for violations, and, at times, have required an admission of wrongdoing from financial institutions in connection with resolving such matters. Criminal convictions or compounded before they are discoveredadmissions of wrongdoing in a settlement with the government can lead to greater exposure in civil litigation and successfully rectified. BB&T’s necessary dependence upon automatedreputational harm.

Substantial legal liability or significant regulatory action against the Company could have material adverse financial effects or cause significant reputational harm, which adversely impact the Company's business prospects. Further, the Company may be exposed to substantial uninsured liabilities, which could adversely affect the Company's results of operations and financial condition.

The Company may incur fines, penalties and other negative consequences from regulatory violations, including inadvertent or unintentional violations.

Truist maintains systems and procedures designed to recordensure that it complies with applicable laws and process its transaction volumeregulations, but there can be no assurance that these will be effective. In addition to fines and penalties, the Company may further increasesuffer other negative consequences from regulatory violations including restrictions on certain activities, such as the riskCompany's mortgage business, which may affect the Company's relationship with the GSEs and may also damage the Company's reputation and this in turn might materially affect the Company's business and results of operations.

Further, some legal frameworks provide for the imposition of fines or penalties for noncompliance even when the noncompliance was inadvertent or unintentional and even when there were systems and procedures in place designed to ensure compliance. For example, Truist is subject to regulations issued by OFAC that technical flaws or associate tampering or manipulationprohibit financial institutions from participating in the transfer of property belonging to the governments of certain foreign countries and designated nationals of those systems will resultcountries. OFAC may impose penalties for inadvertent or unintentional violations even if reasonable processes are in losses that are difficultplace to detect. BB&T alsoprevent the violations. Courts may be subject to disruptions of its operating systems arising from events that are whollyuphold significant additional penalties on financial institutions, even where the financial institution had already reimbursed the government or partially beyond its control (for example, computer viruses or electrical or telecommunications outages), which may give rise to disruption of service to customers and to financial loss or liability. BB&T is further exposed to the risk that its external vendors may be unable to fulfill their contractual obligations (or will be subject to the same risk of fraud or operational errors by their respective employees as is BB&T) and to the risk that BB&T’s (or its vendors’) business continuity and data security systems prove to be inadequate.other counterparties for actual losses.


BB&TTruist relies on other companies to provide certain key components of itsthe Company's business infrastructure.

Third party vendorsparties provide certain key components of BB&T’sthe Company's business infrastructure, such as banking services, data processing, business processes, internet connections and network access and certain transaction processing. While BB&T has selected these third party vendors carefully, it does not control their operations.access. Any failuredisruption in such services provided by these third parties or any failure of these third parties to performhandle current or provide agreed upon goods and services for any reason, or their poor performancehigher volumes of services,use could adversely affect BB&T’sthe Company's ability to deliver products and services to its customersclients, to support teammates and otherwise to conduct its business. Replacing theseTechnological or financial difficulties of a third party vendorsservice provider could also entail significant delayadversely affect the Company's business to the extent those difficulties result in the interruption or discontinuation of services provided by that party. Further, in some instances, the Company may be responsible for failures of such third parties to comply with government regulations. The Company is not insured against all types of losses as a result of third party failures and expense.insurance coverage may be inadequate to cover all losses resulting from system failures or other disruptions. Failures in the Company's business infrastructure could interrupt the operations or increase the costs of doing business.

BB&TTruist depends on the expertise of key personnel. If these individuals leave or change their roles without effective replacements, operations may suffer.

The Company's success depends, to a large degree, on the continued services of executive officers and other key personnel who have extensive experience in the industry. The Company's business could be adversely impacted from the loss of key persons or failure to manage a smooth transition to new personnel. These risks may be exacerbated as the Company continues to integrate processes and systems subsequent to the Merger.

32 Truist Financial Corporation


The Company may not be able to successfully integrate mergershire or retain additional qualified personnel and acquisitions.
Difficultiesrecruiting and compensation costs may arise in the integration of the business and operations of BHCs, banks and non-bank entities that BB&T acquires and,increase as a result BB&Tof changes in the marketplace, which may increase costs and adversely impact the Company's ability to implement business strategies.

The Company's success depends upon the ability to attract and retain high performing, diverse and well-qualified personnel. The Company faces significant competition in the recruitment of highly motivated teammates that can deliver Truist's purpose, mission and values. The Company's ability to execute its business strategy and provide high quality service may suffer if the Company is unable to recruit or retain a sufficient number of qualified teammates or if the costs of employee compensation or benefits increase substantially. The U.S. banking agencies have jointly issued comprehensive guidance designed to ensure that incentive compensation policies do not undermine the safety and soundness of banking organizations by encouraging teammates to take imprudent risks. This guidance significantly affects the amount, form and context of incentive compensation to teammates. The FRB, FDIC, SEC and other federal regulatory agencies have jointly proposed rules, which would affect incentive compensation. These rules, which have been pending for several years, if finalized, may result in additional costs and restrictions on the form of the Company's incentive compensation.

The Company's framework for managing risks may not be ableeffective.

The Company's risk management framework seeks to achievemitigate risk and loss. Truist has established policies, processes and procedures intended to identify, measure, monitor, report and analyze the cost savingstypes of risk to which the Company is subject, including liquidity, credit, market, operational, technology, reputational, legal, model and synergies that it expects will result from such transactions. Achieving cost savings is dependent on consolidating certain operational and functional areas, eliminating duplicative positions and terminating certain agreements for outside services. Additional operational savings are dependent uponcompliance risk, among others. However, the integration of the acquired or merged entity’s businesses with BB&T or one of BB&T’s subsidiaries, the conversion of core operating systems, data systems and products and the standardization of business practices. Complications or difficulties in the conversion of core operating systems, data systems and products may result in the loss of customers, damage to BB&T’s reputation within the financial services industry, operational problems, one-time costs currently not anticipated or reduced cost savings resulting from such mergers or acquisitions. Annual cost savings in each such transaction may be materially less than anticipated if the merger or acquisition is delayed unexpectedly, the integration of operations is delayed beyond what is anticipated or the conversion to a single set of data systems is not accomplished on a timely basis.

Difficulty in integrating an acquired company may prevent BB&T from realizing expected revenue increases, cost savings, increases in geographic or product presence and/or other projected benefits from the acquisition. The integration could result in higher than expected deposit attrition, loss of key associates, disruption of BB&T’s businesses or the businesses of the acquired company, or otherwise adversely affect BB&T’s ability to maintain relationships with customers and associates or achieve the anticipated benefits of the acquisition. Also, the negative effect of any divestitures required by regulatory authorities in acquisitions or business combinations may be greater than expected. As a result of these and other factors, BB&T could incur losses on acquired assets and increased expenses resulting from the failure to successfully integrate an acquired company, which could adversely impact its financial condition or results of operations.
BB&TCompany's risk management measures may not be able to successfully implementfully effective in identifying and mitigating the Company's risk exposure in all market environments or against all types of risk, including risks that are unidentified or unanticipated, even if the models for assessing risk are properly designed and implemented. Some of the Company’s methods of managing risk are based upon the Company's use of observed historical market behavior and management's judgment. These methods may not accurately predict future information technology system enhancements,exposures, which could adversely affect BB&T’s business operations and profitability.
BB&T invests significant resources in information technology system enhancements in order to provide functionality and security at an appropriate level. BB&T may not be able to successfully implement and integrate future system enhancements, whichsignificantly greater than historical measures indicate. If the Company's risk management framework proves ineffective, it could adversely impact the ability to provide timely and accurate financial information in compliance with legal and regulatory requirements, which could result in sanctions from regulatory authorities. Such sanctions could include fines and suspension of trading in BB&T stock, among others. In addition, future system enhancements could have higher than expected costs and/or result in operating inefficiencies, which could increase the costs associated with the implementation as well as ongoing operations.
Failure to properly utilize system enhancements that are implemented in the future could result in impairment charges that adversely impact BB&T’s financial condition and results of operationssuffer unexpected losses and could result in significant costs to remediate or replace the defective components. In addition, BB&T may incur significant training, licensing, maintenance, consulting and amortization expenses during and after systems implementations, and any such costs may continue for an extended period of time.be materially adversely affected.

There are risks resulting from the extensive use of models in BB&T’s business.Truist's business, which may impact decisions made by Management and regulators.


BB&TTruist relies on quantitative models to measure risks and to estimate certain financial values. Models may be used in such processes as determining the pricing of various products, grading loans and extending credit, measuring interest rate and other market risks, predicting or estimating losses, assessing capital adequacy and calculating economic and regulatory capital levels, as well as to estimateestimating the value of financial instruments and balance sheet items.

Poorly designed or implemented models present the risk that BB&T’sTruist's business decisions based on information incorporating model output would be adversely affected due to the inadequacy of that information. Also, information BB&TTruist provides to the public or to its regulators based on poorly designed or implemented models could be inaccurate or misleading. Some of the decisions that the regulators make, including those related to capital distributions to BB&T’sTruist's shareholders, could be adversely affected adversely due to the perception that the quality of the models used to generate the relevant information is insufficient.



The Company is at risk of increased losses from fraud.
BB&T’s risk management measures may not be fully effective.
Management of risk, including compliance, credit, liquidity, market, operational, reputation and strategic risks, requires policies and procedures to properly record and verify a large number of transactions and events. BB&T’s risk management measures may not be fully effective in identifying and mitigating its risk exposure in all market environments or against all types of risk, including risks thatCriminals committing fraud increasingly are unidentified or unanticipated, even if the models for assessing risk are properly designed and implemented. Some of BB&T’s methods of managing risk are based upon its use of observed historical market behavior and management's judgment. These methods may not accurately predict future exposures, which could be significantly greater than the historical measures indicate. In addition, credit risk is inherent in the financial services business. BB&T’s ability to assess the creditworthiness of its customers may be impaired if the models and approaches it uses to select, manage and underwrite consumer and commercial customers become less predictive of future charge-offs.

BB&T's set of risk monitoring and risk mitigationusing more sophisticated techniques and the judgments that accompany their application, cannot anticipate every economic and financial outcome or the timing of such outcomes. BB&T may, therefore, incur losses in the course of its risk management or investing activities.

Strategic and Other Risk
BB&T may experience significant competition from new or existing competitors, which may reduce its customer base or cause it to lower prices for its products and services in order to maintain market share.

There is intense competition among commercial banks in BB&T’s market area. In addition, BB&T competes with other providers of financial services, such as savings and loan associations, credit unions, consumer finance companies, securities firms, insurance companies, commercial finance and leasing companies, the mutual funds industry, full-service brokerage firms and discount brokerage firms, some of which are subject to less extensive regulations than BB&T is with respect to the products and services they provide. BB&T’s success depends, in part, on its ability to adapt its products and services to evolving industry standards and customer expectations. There is increasing pressure to provide products and services at lower prices. Lower prices can reduce BB&T’s NIM and revenues from its fee-based products and services.
In addition, the adoption of new technologies by competitors, including internet banking services, mobile applications and advanced ATM functionality could require BB&T to make substantial expenditures to modify or adapt its existing products and services. These and other capital investments in BB&T’s business may not produce expected growth in earnings anticipated at the time of the expenditure. BB&T may not be successful in introducing new products and services, achieving market acceptance of its products and services, anticipating or reacting to consumers’ changing technological preferences or developing and maintaining loyal customers. In addition, BB&T could lose market share to the shadow banking system or other non-traditional banking organizations.
Any potential adverse reactions to BB&T’s financial condition or status in the marketplace, as compared to its competitors, could limit BB&T’s ability to attract and retain customers and to compete for new business opportunities. The inability to attract and retain customers or to effectively compete for new business may have a material and adverse effect on BB&T’s financial condition and results of operations.

BB&T also experiences competition from nonbank companies inside and outside of its market area and in some cases, from companiesare a part of larger criminal organizations, which allow them to be more effective. Fraudulent activity has taken many forms and escalates as more tools for accessing financial services emerge, such as real-time payments. Fraud schemes are broad and continuously evolving and include such things as debit card/credit card fraud, check fraud, mechanical devices attached to ATM machines, social engineering and phishing attacks to obtain personal information or impersonation of the Company's clients through the use of falsified or stolen credentials.

In addition, individuals or business entities may properly identify themselves, yet seek to establish a business relationship for the purpose of perpetrating fraud. Increased deployment of technologies, such as chip card technology, defray and reduce aspects of fraud; however, criminals are turning to other than those traditionally considered financial sector participants. In particular, technology companies have begunsources to focussteal personally identifiable information, such as unaffiliated healthcare providers and government entities, in order to impersonate the consumer to commit fraud. Further, as a result of the increased sophistication of fraud activity, the Company has increased spending on the financial sectorsystems, resources and offer softwarecontrols to detect and products primarily over the Internet, with an increasing focus on mobile device delivery. These companies generally are not subjectprevent fraud, as well as increased spending to provide certain credit monitoring and identity theft protection services to the comparable regulatory burdensCompany's consumer clients. This will result in continued ongoing investments in the future.

Truist Financial Corporation 33


The Company's operational or security systems or infrastructure or those of third parties, could fail or be breached, which could disrupt the Company's business and adversely impact the Company's results of operations, liquidity and financial condition, as financial institutionswell as cause legal or reputational harm.

The potential for operational risk exposure exists throughout the Company's business and, may accordingly realize certain cost savingsas a result of the Company's interactions with and offer products and services at more favorable rates and with greater conveniencereliance on third parties, is not limited to the customer.Company's own internal operational functions. The Company's operational and security systems and infrastructure, including computer systems, data management and internal processes, as well as those of third parties, are integral to the Company's performance. Truist teammates and third parties may expose the Company to risk as a result of human error, misconduct, malfeasance, or a failure or breach of systems and infrastructure. For example, a number of companies offer bill pay and funds transfer services that allow customersthe Company's ability to avoid using a bank. Technology companies are generally positioned and structuredconduct business may be adversely affected by any significant disruptions, including to quickly adapt to technological advances and directly focus resources on implementing those advances. This competition could result in the loss of fee income and customer deposits and related income. In addition, changes in consumer spending and saving habits could adversely affect BB&T’s operations, andthird parties with whom the Company may be unable to develop competitive and timely new products and services in response. As the pace of technology and change advance, continuous innovation is expected to exert long-term pressure on the financial services industry.interacts with or relies upon.


BB&T may not be able to complete future acquisitions.
BB&T must generally satisfy a number of meaningful conditions before it can complete an acquisition of another bank or BHC, including federal and/or state regulatory approvals. In determining whether to approve a proposed bank or BHC acquisition, bank regulators will consider, among other factors, the effect of the acquisition on competition, financial condition and future prospects, including current and projected capital ratios and levels, the competence, experience and integrity of management and record of compliance with laws and regulations, the convenience and needs of the communities to be served, including the acquiring institution’s record of compliance under the CRA, the effectiveness of the acquiring institution in combating money laundering activities and protests from various stakeholders of both BB&T and its acquisition partner. Also, under the Dodd-Frank Act, U.S. regulators must now take systemic risk into account when evaluating whether to approve a potential acquisition transaction involving a large financial institution like BB&T. BB&T cannot be certain when or if, or on what terms and conditions, any required regulatory approvals will be granted. In specific cases, BB&T may be required to sell banks or branches, or take other actions as a condition to receiving regulatory approval. An inability to satisfy other conditions necessary to consummate an acquisition transaction, such as third-party litigation, a judicial order blocking the transaction or lack of shareholder approval, could also prevent BB&T from completing an announced acquisition.
Catastrophic weather-related eventsNatural disasters and other natural disasterscatastrophic events could have a material adverse effectimpact on BB&T.the Company’s operations or the Company’s financial condition and results.

The occurrence of catastrophic weather events such as hurricanes, tropical storms, tornados, winter storms and other large scale catastrophesor pandemics could adversely affect BB&T’sthe Company’s financial condition or results of operations. BB&TTruist has significant operations and customersclients along the Gulf and Atlantic coasts as well as other partsregions of the southeastern United States. Such areasU.S., which could be adversely impacted by such eventshurricanes, tornadoes and other severe weather in those regions,areas. Truist’s clients could also be disrupted by the nature and severityphysical effects of climate change, which may be impacted bybecome more frequent and intense. Natural and other types of disasters, including as a result of climate change, and are difficult to predict. These and other unpredictable natural disasters could have an adverse effectimpact on BB&TTruist's businesses in that such events could materially disrupt itsthe Company’s operations or the ability or willingness of its customersthe Company’s clients to access the financial services offered, by BB&T.including adverse impacts on the Company’s borrowers to timely repay their loans and the value of any collateral held. These events could reduce BB&T’sthe Company’s earnings and cause volatility in itsthe Company’s financial results for any fiscal quarter or year and have a material adverse effect on BB&T’sthe Company’s financial condition and/orand results of operations.


Although Truist has business continuity plans and other safeguards in place, the Company’s operations and communications may be adversely affected by natural disasters or other catastrophic events and there can be no assurance that such business continuity plans will be effective.

Truist may be impacted by the soundness of other financial institutions.

The Company’s ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty and other relationships. Truist has exposure to many different industries and counterparties and routinely executes transactions with counterparties in the financial industry, including brokers and dealers, central counterparties, commercial banks, investment banks, mutual and hedge funds and other institutional investors and clients. As a result, defaults by, or even rumors or questions about, one or more financial services institutions or the financial services industry generally, in the past have led to market-wide liquidity problems and could lead to losses or defaults by Truist or by other institutions. Many of these transactions expose the Company to credit risk in the event of default of the Company’s counterparty or client. In addition, the Company’s credit risk may be exacerbated when the collateral held by Truist cannot be liquidated or is liquidated at prices not sufficient to recover the full amount of the Company’s exposure. Any such losses could materially and adversely affect the Company’s results of operations and financial condition.

Truist depends on the accuracy and completeness of information about clients and counterparties.

In deciding whether to extend credit or enter into other transactions with clients and counterparties, Truist relies on the completeness and accuracy of representations made by and information furnished by or on behalf of clients and counterparties, including financial statements and other financial information. If the information provided is not accurate or complete, the Company’s decisions about extending credit or entering into other transactions with clients or counterparties could be adversely affected and the Company could suffer defaults, credit losses or other negative consequences as a result.

The Company's accounting policies and processes are critical to how it reports the Company's financial condition and results of operations. They require management to make estimates about matters that are uncertain.

Accounting policies and processes are fundamental to how the Company records and reports its financial condition and results of operations. Some of these policies require the use of estimates and assumptions that may affect the value of the Company’s assets or liabilities and financial results. Several of the Company’s accounting policies are critical because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. If assumptions or estimates underlying the Company’s financial statements are incorrect or are adjusted periodically, the Company may experience material losses.

34 Truist Financial Corporation


Management has identified certain accounting policies as being critical because they require management’s judgment to ascertain the valuations of assets, liabilities, commitments and contingencies. A variety of factors could affect the realization of income and expense or the recognition of assets and liabilities in the Company's financial statements. Truist has established detailed policies and control procedures that are intended to ensure these critical accounting estimates and judgments are well controlled and applied consistently. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. Due to the uncertainty surrounding the Company’s judgments and the estimates pertaining to these matters, the Company cannot guarantee that adjustments to accounting policies or restatement of prior period financial statements will not be required.

Further, from time to time, the FASB and SEC change the financial accounting and reporting standards that govern the preparation of the Company’s financial statements. In addition, accounting standard setters and those who interpret the accounting standards may change or even reverse their previous interpretations or positions on how these standards should be applied. Changes in financial accounting and reporting standards and changes in current interpretations may be beyond the Company’s control, can be hard to predict and could materially affect how the Company reports its financial results and condition. In some cases, the Company could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements.

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 goodwill.

Goodwill is periodically tested for impairment by comparing the fair value of each reporting unit to its carrying amount. If the fair value is greater than the carrying amount, then the reporting unit’s goodwill is deemed not to be impaired. The fair value of a reporting unit is impacted by the reporting unit’s expected financial performance and susceptibility to adverse economic, regulatory and legislative changes. Future adverse changes in economic conditions or expected financial performance may cause the fair value of a reporting unit to be below its carrying amount, resulting in goodwill impairment. The estimated fair values of the individual reporting units are assessed for reasonableness by reviewing a variety of indicators, including comparing these estimated fair values to the Company’s market capitalization over a reasonable period of time. While this comparison provides some relative market information about the estimated fair value of the reporting units, it is not determinative and needs to be evaluated in the context of the current economic environment. However, significant and sustained declines in the Company’s market capitalization could be an indication of potential goodwill impairment. Refer to the "Critical Accounting Policies" section for additional details related to the Company’s intangible assets policy.

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

Provisions of federal banking laws, including regulatory approval requirements, could make it difficult for a third party to acquire the Company, even if doing so would be perceived to be beneficial to the Company’s owners. Acquisition of certain amounts of any class of voting stock of a BHC or depository institution, including shares of the Company’s common stock, may create a rebuttable presumption that the acquirer "controls" the BHC or depository institution and thus, unless the acquirer is able to rebut this presumption, it would be subject to various laws and regulations applicable to a BHC. Also, a BHC must obtain the prior approval of the FRB before, among other things, acquiring direct or indirect ownership or control of more than 5% of the voting shares of any bank, including Truist Bank.

There also are provisions in the Company’s amended and restated articles of incorporation and amended and restated bylaws, such as limitations on the ability to call a special meeting of the Company’s shareholders, that may be used to delay or block a takeover attempt. In addition, the Company’s Board will be authorized under the Company’s amended and restated articles of incorporation to issue shares of the Company’s preferred stock and to determine the rights, terms, conditions and privileges of such preferred stock, without shareholder approval. These provisions may effectively inhibit a non-negotiated merger or other business combination.

Technology Risks

The Company faces cybersecurity risks, including denial of service, hacking and social engineering attacks that could result in the disclosure of confidential information, adversely affect the Company's operations or reputation and create significant legal and financial exposure.

The Company’s computer systems and network infrastructure and those of third parties are frequently targeted in cyber-attacks, such as denial of service attacks, hacking, malware intrusion, data corruption attempts, terrorist activities or identity theft. The Company’s business relies on the secure processing, transmission, storage and retrieval of confidential, proprietary and other information in the Company’s information systems and that of third parties. In addition, to access the Company’s network, products and services, the Company’s clients and other third parties may use personal mobile devices or computing devices that are outside of the Company’s network environment and can introduce added cybersecurity risks.

Truist Financial Corporation 35


Truist and Truist’s clients, regulators and other third parties, including other financial services institutions and companies engaged in data processing, have been subject to and are likely to continue to be the target of, cyber-attacks. Cyber-attacks may expose security vulnerabilities in the Company’s systems or the systems of third parties or other security measures that could result in the unauthorized gathering, monitoring, misuse, release, loss or destruction of confidential, proprietary or sensitive information. A cyber-attack could also damage the Company’s systems by introducing material disruptions to the Company’s or the Company’s clients’ or other third parties’ network access or business operations. As cyber threats continue to evolve, the Company may be required to expend significant additional resources to continue to modify or enhance the Company’s protective measures or to investigate and remediate any information security vulnerabilities or incidents. Despite efforts to ensure the integrity of the Company’s systems and implement controls, processes, policies and other protective measures, the Company may not be able to anticipate all security breaches, nor may the Company be able to implement sufficient preventive measures against such security breaches, which may result in material losses or consequences to Truist.

Cybersecurity risks for financial institutions have significantly increased in recent years in part because of the proliferation of new technologies to facilitate and conduct financial transactions. For example, cybersecurity risks may increase in the future as Truist continues to expand its mobile-payment and internet-based product offerings and expand the Company’s internal usage of web-based products and applications. In addition, cybersecurity risks have significantly increased in recent years in part due to the increased sophistication and activities of organized crime affiliates, terrorist organizations, hostile foreign governments, disgruntled teammates or vendors, activists and other external parties, including those involved in corporate espionage. Even the most advanced internal control environment may be vulnerable to compromise. Persistent attackers may succeed in penetrating defenses given enough resources, time and motive. The techniques used by cyber criminals change frequently, and may not be recognized until launched or well after a breach has occurred. In addition, the existence of cyber-attacks or security breaches at third party vendors with access to the Company’s data may not be disclosed in a timely manner.

The Company also faces indirect technology, cybersecurity and other operational risks relating to clients and other third parties that the Company relies upon to facilitate or enable business activities, including, financial counterparties, regulators and providers of critical infrastructure such as internet access and electrical power. In addition, Truist faces cybersecurity and other operational risks relating to the Merger, including increased phishing attacks on teammates, increased network perimeter scanning by attackers searching for vulnerabilities and domain name squatting. Further, as a result of increasing consolidation, interdependence and complexity of financial entities and technology systems, a technology failure, cyber-attack or other information or security breach that significantly degrades, deletes, or compromises the systems or data of one or more financial entities could have a material impact on counterparties or other market participants. This consolidation, interconnectivity and complexity increases the risk of operational failure, on both individual and industry-wide bases, as disparate systems need to be integrated, often on an accelerated basis. Any third party technology failure, cyber-attack, other information or security breach, termination, or constraint could, among other things, adversely affect the Company’s ability to conduct transactions, service the Company’s clients, manage the Company’s exposure to risk or expand the Company’s business.

The public perception that a cyber-attack on the Company’s systems has been successful, whether or not this perception is correct, may damage the Company’s reputation with clients and third parties with whom the Company does business. Hacking of personal information and identity theft risks, in particular, could cause serious reputational harm. A successful penetration or circumvention of system security could cause serious negative consequences, including loss of clients and business opportunities; costs associated with maintaining business relationships after an attack or breach; significant disruption to the Company’s operations and business; misappropriation, exposure or destruction of the Company’s confidential information, intellectual property, funds and those of the Company’s clients; or damage to the Company’s or the Company’s clients’ or third parties’ computers or systems and could result in a violation of applicable privacy laws and other laws. This could result in litigation exposure, regulatory fines, penalties, loss of confidence in the Company’s security measures, reputational damage, reimbursement or other compensatory costs, additional compliance costs, which could adversely impact the Company’s results of operations, liquidity and financial condition. In addition, the Company may not have adequate insurance coverage to compensate for losses from a cybersecurity event.

Truist will continually encounter technological change and must effectively develop and implement new technology.

The financial services industry is undergoing rapid technological change with frequent introductions of new technology-driven products and services. Truist has invested in technology and connectivity to automate functions previously performed manually, to facilitate the ability of clients to engage in financial transactions and otherwise to enhance the client experience with respect to the Company’s products and services. Truist expects to make additional investments in innovation and technology to address technological disruption in the industry and improve client offerings and service. These changes allow the Company to better serve the Company’s clients and to reduce costs.

36 Truist Financial Corporation


The Company’s continued success depends, in part, upon the Company’s ability to address clients’ needs by using technology to provide products and services that satisfy client demands, including demands for faster and more secure payment services, to create efficiencies in the Company’s operations and to integrate those offerings with legacy platforms or to update those legacy platforms. A failure to maintain or enhance the Company’s competitive position with respect to technology, whether because of a failure to anticipate client expectations, a failure in the performance of technological developments or an untimely roll out of developments, may cause the Company to lose market share or incur additional expense.

ITEM 2. PROPERTIES

BB&T leasesTruist’s owns its headquarters building at 200 West Second214 North Tryon Street, Winston-Salem, North Carolina 27101 and owns or leases other significant office space in the vicinity of its headquarters. BB&TCharlotte, NC, 28202. Truist owns or leases free-standing operations centers, with its primary operations and information technology centers located in various locations in the Southeastern and Mid-Atlantic United States. Offices are either ownedTruist owns or operated under long-term leases. BB&T operatesleases retail branches and other offices in a number of states, primarily concentrated in the Southeastern and Mid-Atlantic United States. See Table 12 for a list of BB&T’sTruist's branches by state. BB&TTruist also operates numerous insurance agencies and other businesses that occupy facilities throughout the U.S. and Canada. Management believes that thethese premises are well-located and suitably equipped to serve as financial services facilities. See "Note 4.6. Premises and Equipment" for additional disclosures related to properties and other fixed assets.


Truist Financial Corporation 37
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
BB&T’s


ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Truist's common stock is traded on the NYSE under the symbol "BBT."TFC." TheAs of December 31, 2020, Truist's common stock was held by approximately 480,000 shareholders and 450,000 shareholders at December 31, 2017 and 2016, respectively. The following table sets forth the quarterly high, low and closing sales prices for BB&T’s common stock and the cash dividends declared per share of common stock for the last two years.92,600 registered shareholders.
Table 2
Quarterly Summary of Market Prices and Cash Dividends Declared on Common Stock
     
  2017 2016
  Sales Prices Cash Dividends Declared Sales Prices Cash Dividends Declared
  High Low Close  High Low Close 
Quarter Ended:                
March 31 $49.88
 $42.73
 $44.70
 $0.30
 $37.03
 $29.95
 $33.27
 $0.27
June 30 46.50
 41.17
 45.41
 0.30
 37.02
 32.22
 35.61
 0.28
September 30 48.90
 43.03
 46.94
 0.33
 38.81
 33.72
 37.72
 0.30
December 31 51.11
 44.62
 49.72
 0.33
 47.85
 37.40
 47.02
 0.30
Year 51.11
 41.17
 49.72
 $1.26
 47.85
 29.95
 47.02
 $1.15

The stock price reached an all-time high during the first quarter of 2018.



Common Stock, Dividends and Share Repurchases

BB&T’sTruist's ability to pay dividends is primarily dependent on earnings from operations, the adequacy of capital and the availability of liquid assets for distribution and is subject to the FRB not objecting to its capital plan. BB&T’splan meeting the SCB requirements from the FRB. Truist's ability to generate liquid assets for distribution is dependent on the ability of BranchTruist Bank to pay dividends to the Parent Company. The payment of cash dividends is an integral part of providing a competitive return on shareholders’ investments. The Company’s policy isshareholders' investments and needs to accomplish this while retainingbe balanced with maintaining sufficient capital to support future growth and to meet regulatory requirements. Management has established a guideline that the

Management’s target common dividend payout ratio (computed by dividing common stock dividends by net income available to common shareholders) will beis between 30% and 50% during normal economic conditions. BB&T’sTruist's common dividend payout ratio was 45.3%58.0% in 20172020 compared to 40.9%43.2% in 20162019 and 40.8%39.3% in 2015. BB&T has paid a cash dividend2018. Management's target total payout ratio (computed by dividing the sum of common stock dividends declared and share repurchases, excluding shares repurchased in connection with equity awards, by net income available to shareholders every year since 1903. BB&Tcommon shareholders) is between 30% and 80% during normal economic conditions. Truist may consider higher total distributions based on its capital position, earnings and prevailing economic conditions. The total payout ratio was 58.0%, 43.2% and 78.7% in 2020, 2019 and 2018, respectively.

Truist expects common dividend declarations, if declared,made, to occur in January, April, July and October with payment dates on or about the first of March, June, September and December. A discussion of dividend restrictions is included in "Note 14.17. Regulatory Requirements and Other Restrictions" and in the "Regulatory Considerations" section.

Share Repurchases

BB&TTruist has periodically repurchased shares of its own common stock. 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 repurchase. Repurchases may be effected through open market purchases, privately negotiated transactions, trading plans established in accordance with Securities and Exchange CommissionSEC rules or other means. The timing and exact amount of repurchases will be consistent with the Company's capital plan andare 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 at any time. Shares repurchased constitute authorized but unissued shares of the Company and are therefore available for future issuances. During 2017,2020, the Company repurchased 35.5 million shares ofhad no common stock totaling $1.6 billion.

Management's guideline for the total payout ratio (computed by dividing the sum of common stock dividends declared and share repurchases, excludingexcept shares repurchasedexchanged or surrendered in connection with equitythe exercise of equity-based awards byunder equity-based compensation plans.

In December 2020, Truist announced that its Board of Directors had authorized the repurchase of up to $2.0 billion of the Company's common stock, beginning in the first quarter of 2021, consistent with recent FRB capital restriction guidance, to optimize Truist's capital position.

Table 6: Share Repurchase Activity
(Dollars in millions, except per share data, shares in thousands)Total Shares Repurchased (1)Average Price Paid Per Share (2)Total Shares Repurchased Pursuant to Publicly-Announced PlanMaximum Remaining Dollar Value of Shares Available for Repurchase Pursuant to Publicly-Announced Plan
November 2020$43.47 — $— 
December 2020— 47.93 — 2,000 
Total43.64 — 
(1)Includes shares exchanged or surrendered in connection with the exercise of equity-based awards under equity-based compensation plans.
(2)Excludes commissions.

38 Truist Financial Corporation


Preferred Stock

Issuances

During 2020, Truist issued $3.5 billion in series O, series P, series Q and series R preferred stock, gross of issuance cost, to further strengthen its capital position. 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.

Redemptions

Early in 2021, the Company announced the forthcoming redemption of all 18,000 outstanding shares of its perpetual preferred stock series F and the corresponding depositary shares representing fractional interests in such series for $450 million and all 20,000 outstanding shares of its perpetual preferred stock series G and the corresponding depositary shares representing fractional interests in such series for $500 million.

During 2020, the Company redeemed all 5,000 outstanding shares of its perpetual preferred stock series K and the corresponding depositary shares representing fractional interests in such series for $500 million plus any unpaid dividends. The preferred stock redemption was in accordance with the terms of the Company’s Articles of Amendment to its Articles of Incorporation, effective as of December 6, 2019.

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. In connection with the redemptions, net income available to common shareholders) is that it will range between 30%shareholders was reduced by $46 million to recognize the difference in the redemption price and 80% during normal economic conditions. BB&T may consider higher total distributions based on its capital position, earnings and prevailing economic conditions. The total payout ratio was 117.9%, 64.0% and 40.8% in 2017, 2016 and 2015, respectively.the carrying value.
Table 3
Share Repurchase Activity
         
(shares in thousands) Total Shares Repurchased (1) Average Price Paid Per Share Total Shares Purchased Pursuant to Publicly-Announced Plan (2) Maximum Remaining Dollar Value of Shares Available for Repurchase Pursuant to Publicly-Announced Plan
October 2017 5,477
 $48.12
 5,477
 $696
November 2017 2,296
 47.53
 2,296
 640
December 2017 
 
 
 640
Total 7,773
 47.95
 7,773
  
(1)Excludes commissions.
(2)Pursuant to the 2017 Repurchase Plan, announced on June 28, 2017, authorizing up to $1.88 billion of share repurchases over a one-year period ending June 30, 2018. In November 2017, the amount authorized was increased $53 million to $1.93 billion for the same one-year period.
Preferred Stock

See "Note 9.12. Shareholders' Equity" for information about preferred stock.stock and "Note 2. Business Combinations" for additional information related to the Merger.


Equity Compensation Plan Information

In connection with the Merger, each outstanding heritage SunTrust equity award granted under heritage SunTrust's equity compensation plans was converted into a corresponding award with respect to Company common stock, with the number of shares underlying such award (and, in the case of stock options, the applicable exercise price) adjusted based on the exchange ratio. Each such converted Company equity award will continue to be subject to the same terms and conditions as applied to the corresponding heritage SunTrust equity award, except that, in the case of heritage SunTrust performance stock unit awards, the number of shares underlying the converted Company equity award was determined based on actual performance through September 30, 2019 and target performance for the balance of the applicable performance period and such award will continue to vest after the Merger solely based on continued service. The following table provides information concerning securities to be issued upon the exercise of outstanding equity-based awards as of December 31, 2017:2020:
Table 7: Equity Compensation Plan Information
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
(c)(4)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in (a))
Approved by security holders13,220,891 $32.20 8,876,596 
Not approved by security holders7,469,504 20.60 10,938,274 
Total20,690,395 $29.22 19,814,870 
(1)Includes 11,286,223 RSUs and PSUs in plans approved by security holders.
(2)Plans not approved by security holders consists of 668,015 options outstanding with a weighted average exercise price of $20.60 and 6,801,489 RSUs for plans that were assumed in mergers and acquisitions.
(3)Excludes RSUs and PSUs because they do not have an exercise price.
(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, which share reserve was assumed by the Company on December 6, 2019 in connection with the Merger. Awards with respect to such shares may only be granted to heritage SunTrust teammates.

Truist Financial Corporation 39

Table 4
Equity Compensation Plan Information
       
Plan Category 
(a)(1)
Number of securities to be issued upon exercise of outstanding options, warrants and rights
 
(b)(2)
Weighted-average exercise price of outstanding options, warrants and rights
 
(c)(3)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in (a))
Approved by security holders 18,474,088
 $30.88 19,408,161
Not approved by security holders (4) 
  
Total 18,474,088
 30.88 19,408,161

(1)Includes 12,521,571 RSUs and PSUs.
(2)Excludes RSUs and PSUs because they do not have an exercise price.
(3)All awards remaining available for future issuance will be issued under the terms of the 2012 Incentive Plan, as amended.
(4)Excludes 195,933 options outstanding with a weighted average exercise price of $31.40 for plans that BB&T will not make future awards under and were assumed in mergers and acquisitions.

Performance GraphsGraph

The following graphs comparegraph and table compares the cumulative total returns (assuming concurrent $100 initial investments at the beginningas of each periodDecember 31, 2015 and reinvestment of dividends)dividends without commissions) of BB&TTruist common stock, the S&P 500 Index and an industry peer group. The companies in the peer group were Comerica Incorporated, Fifth-Thirdare Bank of America Corporation, Citizens Financial Group, Inc., Fifth Third Bancorp, Huntington Bancshares, Incorporated,JPMorgan Chase & Co, KeyCorp, M&T Bank Corporation, The PNC Financial Services Group, Inc., Regions Financial Corporation, SunTrust Banks, Inc., U.S. Bancorp and Wells Fargo & CompanyCompany.
tfc-20201231_g1.jpg
Table 8: Cumulative Total Shareholder Return
InvestedCumulative Total Return
As of / Through December 31,201520162017201820192020
Truist Financial Corporation$100.00 $128.47 $139.62 $125.35 $168.62 $149.85 
S&P 500 Index100.00 111.95 136.38 130.39 171.44 202.96 
Peer Group100.00 124.02 151.70 129.52 179.98 153.29 

40 Truist Financial Corporation


ITEM 6. SELECTED FINANCIAL DATA

As of/ For the Year Ended December 31,
(Dollars in millions, except per share data, shares in thousands)20202019201820172016
Summary Income Statement:     
Revenue -TE (1)$22,830$12,664$11,654$11,476$10,953
Less: TE adjustment (2)1259696159160
Revenue-reported (1)22,70512,56811,55811,31710,793
Provision for credit losses2,335615566547572
Noninterest expense14,8977,9346,9327,4446,721
Income before income taxes5,4734,0194,0603,3263,500
Provision for income taxes9817828039111,058
Net income4,4923,2373,2572,4152,442
Noncontrolling interest1013202116
Preferred stock dividends298196174174167
Net income available to common shareholders4,1843,0283,0632,2202,259
Per Common Share:     
Basic EPS$3.11 $3.76 $3.96 $2.78 $2.81 
Diluted EPS3.08 3.71 3.91 2.74 2.77 
Cash dividends declared1.80 1.71 1.56 1.26 1.15 
Common shareholders' equity46.52 45.66 35.46 34.01 33.14 
Average Balances:     
Total assets$499,085$247,494$222,273$221,065$218,945
Securities, at amortized cost (3)83,22750,64547,10046,02946,279
Loans and leases (4)314,501161,604146,417144,075141,759
Deposits363,293173,269157,483159,241157,469
Long-term debt45,79324,75623,75521,66022,791
Shareholders' equity68,02434,10829,74330,00129,355
Period-End Balances:  
Total assets$509,228$473,078$225,697$221,642$219,276
Securities (5)120,78874,72745,59047,57443,606
Loans and leases (4)305,793308,215150,001144,800145,038
Deposits381,077334,727161,199157,371160,234
Long-term debt39,59741,33923,70923,64821,965
Shareholders' equity70,91266,55830,17829,69529,926
Selected Ratios:  
NIM3.22%3.42%3.46%3.46%3.39%
Rate of return on:  
Average total assets0.901.311.471.091.12
Average common shareholders' equity6.829.8711.508.258.57
Average total shareholders' equity6.609.4910.958.058.32
Average total shareholders' equity to average total assets13.6313.7813.3813.5713.41
(1)Revenue is defined as net interest income plus noninterest income.
(2)TE adjustment is based on the federal income tax rate.
(3)Include AFS and Zions Bancorporation.HTM securities.

(4)Loans and leases are net of unearned income and include LHFS.
(5)Includes AFS securities at fair value and HTM securities at amortized cost.


Truist Financial Corporation 41
  As of / Through December 31, 10 Year Cumulative Total Return Through 12/31/2017(1)
  Invested Cumulative Total Return 

 2012 2013 2014 2015 2016 2017 
BB&T Corporation $100.00
 $132.72
 $141.87
 $141.73
 $182.08
 $197.88
 $228.92
S&P 500 Index 100.00
 132.38
 150.49
 152.55
 170.79
 208.06
 225.85
BB&T's Peer Group 100.00
 136.23
 161.16
 162.89
 189.90
 217.45
 217.40
(1)The 10 year cumulative total return assumes $100 was invested on December 31, 2007



ITEM 6. SELECTED FINANCIAL DATA
   
  As of/ For the Year Ended December 31,
(Dollars in millions, except per share data, shares in thousands) 2017 2016 2015 2014 2013
Summary Income Statement:          
Revenue-TE (1) $11,476
 $10,953

$9,757
 $9,373
 $9,798
Less: TE adjustment (2) 159
 160
 146
 143
 146
Revenue-reported (1) 11,317
 10,793
 9,611
 9,230
 9,652
Provision for credit losses 547
 572
 428
 251
 592
Noninterest expense 7,444
 6,721
 6,266
 5,852
 5,777
Income before income taxes 3,326

3,500

2,917

3,127

3,283
Provision for income taxes 911
 1,058
 794
 921
 1,553
Net income 2,415

2,442

2,123

2,206

1,730
Noncontrolling interest 21
 16
 39
 75
 50
Dividends and accretion on preferred stock 174
 167
 148
 148
 117
Net income available to common shareholders 2,220

2,259

1,936

1,983

1,563
           
Per Common Share:      
  
  
Basic EPS $2.78
 $2.81
 $2.59
 $2.76
 $2.22
Diluted EPS 2.74
 2.77
 2.56
 2.72
 2.19
Cash dividends declared 1.26
 1.15
 1.05
 0.95
 0.92
Common equity 34.01
 33.14
 31.66
 30.09
 28.48
           
Average Balances:      
  
  
Total assets $221,065
 $218,945
 $197,347
 $185,095
 $181,282
Securities (3) 46,029
 46,279
 42,103
 40,541
 36,772
Loans and leases (4) 144,075
 141,759
 127,802
 118,830
 117,527
Deposits 159,241
 157,469
 138,498
 129,077
 128,555
Long-term debt 21,660
 22,791
 23,343
 22,210
 19,301
Shareholders' equity 30,001
 29,355
 25,871
 23,954
 21,860
           
Period-End Balances:          
Total assets $221,642
 $219,276
 $209,947
 $186,834
 $183,043
Securities (3) 47,574
 43,606
 43,827
 41,147
 40,205
Loans and leases (4) 144,800
 145,038
 136,986
 121,307
 117,139
Deposits 157,371
 160,234
 149,124
 129,040
 127,475
Long-term debt 23,648
 21,965
 23,769
 23,312
 21,493
Shareholders' equity 29,695
 29,926
 27,340
 24,377
 22,780
           
Selected Ratios:          
NIM 3.46% 3.39% 3.32% 3.42% 3.68%
Rate of return on:          
Average total assets 1.09
 1.12
 1.08
 1.19
 0.95
Average common equity 8.25
 8.57
 8.34
 9.32
 8.07
Average total shareholders' equity 8.05
 8.32
 8.21
 9.21
 7.91
Average total shareholders' equity to average total assets 13.57
 13.41
 13.11
 12.94
 12.06
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(1)Revenue is defined as net interest income plus noninterest income.
(2)TE adjustment is based on the marginal income tax rates for the periods presented.
(3)Excludes trading securities. HTM securities at amortized cost. AFS securities at fair value.
(4)Loans and leases are net of unearned income and include LHFS.


ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This MD&A is intended to assist readers in their analysis of the accompanying Consolidated Financial Statements and supplemental financial information. It should be read in conjunction with the Consolidated Financial Statements and accompanying Notes to the Consolidated Financial Statements in this Form 10-K, as well as with the other information contained in this document. Truist’s financial results for 2020 reflect the first full calendar year of operations of the combined Company. Results for 2019 reflect heritage BB&T results prior to the completion of the Merger on December 6, 2019, and Truist results from the Merger closing date forward. For discussion of 2019 results as compared to 2018 results, see "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report on Form 10-K for the year ended December 31, 2019.

Executive Overview

Overview
Despite the challenges Truist and its clients faced in 2020, significant progress was made on integration and conversion efforts during the year. Below is an overview on progress in a few key areas.

Integration Efforts

Truist completed the Merger on December 6, 2019, and made significant progress on integration and conversion efforts in 2020. Some milestones include unveiling Truist’s purpose, mission, and values; launching the Truist brand and visual identity; completing the purchase of Significant EventsTruist Center, the new corporate headquarters in Charlotte, NC; launching Truist social media platforms; announcing brand conversions for several business units including Truist Insurance, Truist Securities, and Truist Leadership Institute; launching Truist Foundation and Truist Ventures; beginning early migrations for the mortgage business; and introducing the blended branch program. Recent highlights include:

Completed the job regrading initiative for all teammates.
Activated Integrated Relationship Management.
Migrated correspondent mortgage lenders to the Truist origination ecosystem.
Executed numerous corporate function integration activities across Audit, Risk, Legal and Finance.
Truist reaffirmed its commitment to achieving $1.6 billion in net cost saves on a run rate basis by the fourth quarter of 2022.

Supporting Clients

Truist acted swiftly to support clients, teammates and communities in response to the COVID-19 pandemic last year and continues to support these stakeholders. Truist is actively helping clients impacted by COVID-19, providing payment relief assistance for credit cards, personal loans, auto loans, home equity lines of credit, and residential mortgages. Truist was one of the largest lenders of PPP loans in 2020 and remains committed to helping small businesses get access to emergency funds for first and second-draw PPP loans. Truist is working closely with clients, providing resources and guidance to ensure a smooth and efficient experience from application to funding and forgiveness. The carrying value of PPP loans was $11.0 billion as of December 31, 2020.

Supporting Teammates

Through the challenges faced, Truist’s concern for teammates and their families remains a top priority. Truist provided over $100 million in special COVID-19 support to teammates, including bonuses, special reimbursement for childcare and an increase in emergency child- and elder-care benefits, enhanced onsite pay, and steps to enhance wellness and family support. Truist released its first Corporate Social Responsibility report, which included a commitment to increasing the number of racially and ethnically diverse teammates among senior leadership positions from approximately 12% to at least 15%. Truist is also committed to ensuring regular, ongoing pay equity reviews for teammates. On the topic of racial inequity, Truist hosted more than 260 "Days of Understanding" sessions designed to encourage bold dialogue on real world topics in an open, trusting environment. The Company also rolled out enhanced unconscious bias training for teammates and Executive Leadership.

Supporting Communities

In response to COVID-19 in 2020, the Company launched Truist Cares, providing a total of $50 million in philanthropic support to aid charities meeting basic needs, furnishing medical supplies and addressing financial hardships across the nation, and have provided a total of 355 grants to community partners.

Truist is committed to addressing racial and social inequity and has taken a number of actions to expand efforts towards advancing equity, economic empowerment and education for clients, communities and teammates.

42 Truist Financial Corporation


In 2020, Truist provided $78 million to support historically underrepresented communities, including a $40 million initial donation to help establish CornerSquare Community Capital made through the Truist Foundation, Inc. and the Truist Charitable Fund, and approximately $20 million over three years to develop and strengthen partnerships, programs, and scholarships that benefit historically black colleges and universities and their students. The Company increased financial resources for low- and moderate-income communities through a $60 billion Community Benefits Plan from 2020-2022 to support home ownership, small business growth and community revitalization.

Financial Results

Net income available to common shareholders totaled $2.2$4.2 billion for 2017,2020, a 1.7% decrease38.2% increase from the prior year. On a diluted per common share basis, earnings for 20172020 were $2.74,$3.08, compared to $2.77$3.71 for 2016. BB&T’s2019. Truist's results of operations for 20172020 produced a return on average assets of 1.09%0.90% and a return on average common shareholders’shareholders' equity of 8.25%6.82% compared to prior year ratios of 1.12%1.31% and 8.57%9.87%, respectively. These resultsResults include merger-related and restructuring charges of $115$860 million ($660 million after-tax) for 20172020 compared to $171$360 million ($285 million after-tax) for 2016. Net interest income was up primarily due2019, and incremental operating expenses related to an 11 basis point increase in the yield on earning assets, and a $2.3 billion increase in average outstanding loans. Noninterest income was up dueMerger of $534 million ($409 million after-tax) for 2020 compared to increased business activity$164 million ($127 million after-tax) for 2019. Additionally, the majority of revenue sources, as well as higher income from SBIC and other investments. Noninterest expense was up due to2020 results include a loss on the early extinguishment of higher-cost FHLB advancesdebt of $392$235 million ($246180 million after tax),after-tax) and $136charitable contributions of $50 million ($8638 million after tax)after-tax), offset by securities gains of $402 million ($308 million after-tax). The 2019 results include securities losses of $116 million ($90 million after-tax), a reduction in one-time expenses incurred in connection with tax reform legislation. The current period provision fornet income taxes includesavailable to common shareholders of $46 million arising from the redemption of preferred stock, partially offset by a $14 million after-tax net tax benefitgain from the sale of $43 million due to the passage of tax reform legislation.residential mortgage loans.


BB&T’sTruist's revenue for 20172020 was $11.3$22.7 billion. On a TE basis, revenue was $11.5$22.8 billion, which represents an increase of $523 million$10.2 billion compared to 2016.2019. Net interest income on a TE basis was up $214 million$14.0 billion, an increase of $6.5 billion compared to the prior year, which reflects a $308 million$6.2 billion increase in interest income and a $94$374 million increasedecrease in interest expense. Noninterest income increased $310 million for the year, driven by improvements in FDIC loss share income, higher other income primarily due to income from SBIC investment and income related to assets for certain post-employment benefits, and higher insurance income primarily from the acquisition of Swett and Crawford in 2016. The increase in noninterestnet interest income was due primarily to a $152.9 billion increase in average outstanding loans, a $32.6 billion increase in average securities, partially offset by lower mortgage banking income primarily resulting from a decline78 basis point decrease in the net mortgage servicing rights valuation.earning asset yields.

NIM was 3.46%3.22% for 2017,2020, down 20 basis points compared to 3.39% for the prior year. Average earning assets increased $2.3$217.2 billion or 1.2%100.4%, while average interest-bearing liabilities decreased $1.2increased $153.7 billion or 0.9%101.8%, and noninterest-bearing deposits increased $59.1 billion or 106.4%. The annualized TE yield on the total loan portfolio for 20172020 was 4.41%4.33%, up 11down 66 basis points compared to the prior year. The annualized TE yield on the average securities portfolio was 2.45%2.09%, up 12down 53 basis points compared to the prior year. The average cost of interest-bearing deposits was 0.32%, down 61 basis points compared to the prior year. The average cost of total deposits was 0.22%, down 42 basis points compared to the prior year.


The provision for credit losses was $547 million,$2.3 billion, compared to $572$615 million for the prior year. This decrease was primarily driven by improvement in the commercial and industrial portfolio.
NPAs decreased $186 millionNet charge-offs were $1.1 billion, compared to 2016. This included a $166 million decrease in NPLs primarily within commercial and industrial lending and residential mortgage, and a $20 million decrease in foreclosed real estate and other property. Net charge-offs for 2017 were $537 million, compared to $532$634 million for the prior year. Asset quality ratios were relatively stable at December 31, 2020 compared to the prior year, reflecting diversification benefits of the Merger and effective problem asset resolution. The ratio of the ALLL to net charge-offs was 2.78x5.21X for 2017,2020, compared to 2.80x2.44X in 2016.2019, reflecting the CECL adoption build, as well as a reserve build in 2020 in connection with COVID-19 and the economic downturn. NPAs increased $703 million year over year, primarily due to PCI loans that would have been classified as nonperforming at December 31, 2019 and loans exiting certain accommodation programs related to the CARES Act.

Noninterest expenseincome increased $723 million$3.6 billion for the year with nearly all categories of noninterest income being impacted by the Merger. Additional increases in noninterest income were primarily due to higher losses frominsurance income driven by improved production levels and acquisitions. Noninterest expense increased $7.0 billion for the earlyyear. Excluding merger-related and restructuring charges, incremental operating expenses related to the Merger, the loss on extinguishment of debt, charitable contribution and expenses incurred in connection with tax reform legislation. The actions taken associated with tax reform include a $100the impact of an increase of $521 million contribution to the Company's philanthropic fund and $36 millionof amortization expense for a one-time bonus paid to associates who do not generally receive incentives. Additionally,intangibles, noninterest expense increased due to higher incentive costs as a result$5.3 billion, primarily reflecting the impact of improved performance.the Merger.

The effective tax rate was 27.4% for 2017, compared to 30.2% for the prior year. The current period provision includes a net tax benefit related to tax reform legislation and excess tax benefits from equity-based compensation plans.

BB&T’sTruist's total assets at December 31, 20172020 were $221.6$509.2 billion, an increase of $2.4$36.2 billion compared to December 31, 2016. This includes2019, reflecting a $4.0$46.1 billion increase in the total securities portfolio. The fair value of AFS securities, totaled $24.5partially offset by an increase in ALLL of $4.3 billion, a decrease in LHFS of $2.3 billion and a decrease in other assets of $1.2 billion.

Total liabilities at December 31, 2020 were $438.3 billion, an increase of $31.8 billion from the prior year, reflecting an increase of $46.4 billion in deposits, partially offset by a decrease of $12.1 billion in short-term borrowings. During 2020, the Company also issued $6.5 billion of senior and subordinated long-term debt.

Total shareholders' equity was $70.9 billion at December 31, 2017, compared to $26.92020, up $4.4 billion at December 31, 2016. The amortized cost of HTM securities was $23.0 billion at December 31, 2017 compared to $16.7 billion in the prior year.
Total deposits at December 31, 2017 were $157.4 billion, a decrease of $2.9 billion from the prior year. Noninterest-bearing deposits increased $3.1 billion, interest checking decreased $2.6 billion and money market and savings decreased $2.1 billion. Time deposits declined $1.2 billion. The overall growth in lower-cost deposits is primarily due to increases in commercial and public funds balances. The average cost of interest-bearing deposits for 2017 was 0.32%, up 9 basis points compared to the prior year.

Total shareholders’ equity was $29.7 billion at December 31, 2017, down slightly compared to the prior year. NetThe increase is due to net income in excess of dividends totaling $1.2paid of $1.8 billion wasand OCI of $1.6 billion. During 2020, Truist issued $3.5 billion in preferred stock, gross of issuance costs, to further strengthen its capital position and redeemed $500 million of series K preferred stock. The increases in shareholders equity were partially offset by $1.6a $2.1 billion cumulative effect adjustment related to the adoption of share repurchases. BB&T’s Tier 1 risk-basedCECL.

Truist Financial Corporation 43


Truist maintained strong capital and total risk-based capital ratios atliquidity in 2020. As of December 31, 2017 were 11.9% and 13.9%, respectively, compared to 12.0% and 14.1% at December 31, 2016, respectively. The2020, the CET1 ratio was 10.2% at December 31, 201710.0% and the average LCR was 113%. Truist declared common dividends of $1.80 per share during 2020. The dividend and total payout ratios for 2020 were 58.0% compared to 10.2% at43.2% for the prior year. In December 31, 2016.

Current Regulatory Environment

Over2020, Truist’s Board of Directors authorized the past several years, BB&T has made substantial investments and incurred significant costs relatedrepurchase of up to personnel, infrastructure and other items in response to increased regulations. While the impact of any relief is uncertain, the current U.S. administration has stated its intention to potentially alleviate part$2.0 billion of the regulatory burden on financial institutions.company’s common stock beginning in the first quarter of 2021, consistent with recent FRB capital restriction guidance. In early 2021, Truist declared common dividends of $0.450 per share for the first quarter of 2021.


Key Challenges

BB&T’sTruist's business is dynamic and complex. Consequently, management annually evaluates and, as necessary, adjusts the Company’sCompany's business strategy in the context of the current operating environment. During this process, management considers the current financial condition and performance of the Company and its expectations for future economic activity from both a national and local market perspective. The achievement ofAchieving key strategic objectives and established long-term financial goals is subject to many uncertainties and challenges. In the opinion of management, the following challenges that are the most relevant and likely to have aimpact Truist’s near to medium term impactperformance:

Activating the Company’s culture of striving to make life better for clients, teammates and stakeholders;
Achieving the benefits from the Merger, including anticipated synergies and cost savings;
Managing the integration of systems and operations, while safeguarding the Company against external threats;
Executing the Company’s "T3 strategy" by focusing on performance are presented below:personal touch and technology to engender trust and provide distinctive, secure and successful client experiences;
Driving innovation and remaining attuned to evolving client preferences to succeed in an intensely competitive environment;
Intense competition withinOnboarding and retaining key personnel while maintaining safety protocols to protect clients, teammates and communities; and
Navigating economic risks and actively managing credit exposures impacted by the financial services industry given the challenge in growing assets.COVID-19 pandemic.

New technologies and evolving consumer preferences will put pressure on market share and customer loyalty.

Global economic and geopolitical risk, including potential financial system instability and ramifications of sovereign debt issues.

Cost and risk associated with regulatory initiatives and IT projects.


In addition, certain other challenges and unforeseen events could have a near term impact on BB&T’sTruist's financial condition and results of operations. See the sections titled "Forward-Looking Statements" and "Risk Factors" for additional examples of such challenges.


Analysis of Results of Operations


Net Interest Income and NIM

Net interest income is BB&T’s primary source of revenue. Net interest income is influenced by a number of factors, including the volume, mix and maturity of interest-earning assets and interest-bearing liabilities and the interest rates earned and paid thereon. The difference between rates earned on interest-earning assets and the cost of funds (with a TE adjustment made to tax-exempt items to provide comparability with taxable items) is measured by the NIM.

20172020 compared to 20162019

For 2017,The net interest income on a TE basis totaled $6.7 billion, an increase of $213 million or 3.3% compared to the prior year. The increase reflects higher interest income due to rate increases and higher outstanding loans primarily due to organic loan growth. Thismargin was partially offset by runoff in PCI and residential mortgage loans. Interest expense increased $94 million, reflecting higher funding costs due to rate increases.
The NIM is the primary measure used in evaluating the gross profit margin from the portfolios of earning assets. The NIM was 3.46% in 2017 compared with 3.39% in 2016. The increase in the NIM reflects higher yields on loans and securities, partially offset by higher funding costs. The average annualized TE yield for total loans and leases was 4.41% for 2017, compared to 4.30% for the prior year. The increase was primarily due to rate increases, partially offset by runoff in PCI loans. The TE yield on the total securities portfolio was 2.45%3.22% for the year ended December 31, 2017,2020, down 20 basis points compared to 2.33%the earlier period. Average earning assets increased $217.2 billion, which primarily reflects a $152.9 billion increase in average total loans and leases, a $32.6 billion increase in average securities, a $28.4 billion increase in average other earning assets and a $3.4 billion increase in interest earning trading assets. Average interest-bearing liabilities increased $153.7 billion. Average interest-bearing deposits increased $131.0 billion, average long-term debt increased $21.0 billion and average short-term borrowings increased $1.7 billion. The significant increases in earnings assets and liabilities are primarily due to the Merger, as well as impacts from the COVID-19 pandemic and the resulting government stimulus programs.

The yield on the total loan portfolio for the prior year.
The average rate paid on interest-bearing deposits for 2017 increasedyear ended December 31, 2020 was 4.33%, down 66 basis points compared to 0.32%, from 0.23% in 2016. This primarily reflectsthe earlier period, reflecting the impact of rate increases.

decreases and deferred interest for loans granted an accommodation in connection with COVID-19, partially offset by purchase accounting accretion from merged loans. The yield on the average securities portfolio for the year ended December 31, 2020 was 2.09%, down 53 basis points compared to the earlier period primarily due to lower yields on new purchases and higher premium amortization. The average cost of total deposits was 0.22%, down 42 basis points compared to the earlier period. The average cost of interest-bearing deposits was 0.32%, down 61 basis points compared to the earlier period. The average rate on short-term borrowings was 0.94% in 2017,1.35%, down 99 basis points compared to 0.35% in 2016. The increase in the rate on short-term borrowings reflects the federal funds target rate increases.earlier period. The average rate on long-term debt was 2.10% during 2017,1.75%, down 147 basis points compared to 2.13% in the prior year.earlier period. The decline inlower rates on interest-bearing liabilities reflect the averagelower rate environment. The lower rates on long-term debt reflectsalso reflect the impactamortization of the early extinguishmentfair value mark on the assumed debt and the issuance of $2.9 billionnew long-term debt.

As of higher cost FHLB advances in the first quarter, partially offset by new issuances. At December 31, 2017,2020, the targeted Federal funds rate was a rangeremaining unamortized fair value marks on the loan and lease portfolio, deposits and long-term debt were $2.4 billion, $19 million and $216 million, respectively. The remaining unamortized fair value mark on loans and leases consists of 1.25% to 1.50%.$1.1 billion for commercial loans and leases and $1.3 billion for consumer loans and leases. These amounts will be recognized over the remaining contractual lives of the underlying instruments or as paydowns occur.

2016 compared to 2015
For 2016,The major components of net interest income and the related annualized yields as well as the variances between the periods caused by changes in interest rates versus changes in volumes are summarized below.
44 Truist Financial Corporation



Table 9: Taxable-Equivalent Net Interest Income and Rate / Volume Analysis (1)
2020 vs. 20192019 vs. 2018
Year Ended December 31,
(Dollars in millions)
Average Balances (5)Yield/RateIncome/ExpenseIncr.
(Decr.)
Change due toIncr.
(Decr.)
Change due to
202020192018202020192018202020192018RateVolumeRateVolume
Assets         
Total securities, at amortized cost: (2)         
U.S. Treasury$2,194 $2,644 $3,800 1.81 %2.01 %1.89 %$40 $53 $72 $(13)$(5)$(8)$(19)$$(23)
GSE1,846 2,402 2,394 2.33 2.26 2.23 43 53 54 (10)(12)(1)(1)— 
Agency MBS78,564 44,710 39,559 2.07 2.59 2.45 1,625 1,161 969 464 (270)734 192 59 133 
States and political subdivisions501 587 958 3.92 3.73 3.68 19 21 35 (2)(3)(14)— (14)
Non-agency MBS86 269 349 16.81 14.05 11.93 15 38 42 (23)(29)(4)(11)
Other36 33 40 2.33 3.75 3.34 — — — — — — 
Total securities83,227 50,645 47,100 2.09 2.62 2.49 1,743 1,327 1,173 416 (266)682 154 69 85 
Interest earning trading assets4,655 1,277 633 3.62 2.02 3.82 168 26 24 142 33 109 (15)17 
Other earning assets (3)31,240 2,888 1,618 0.50 2.89 2.63 156 83 43 73 (122)195 40 35 
Loans and leases, net of unearned income: (4)     
Commercial and industrial141,850 67,435 59,663 3.39 4.25 3.98 4,801 2,868 2,374 1,933 (681)2,614 494 169 325 
CRE27,410 17,651 16,994 3.32 4.79 4.67 914 849 798 65 (311)376 51 21 30 
Commercial Construction6,659 4,061 4,441 3.72 5.23 4.79 243 208 209 35 (74)109 (1)19 (20)
Lease financing5,753 2,443 1,917 4.38 3.44 3.19 252 84 61 168 28 140 23 18 
Residential mortgage51,423 31,668 29,932 4.51 4.08 4.05 2,320 1,291 1,212 1,029 148 881 79 70 
Residential home equity and direct26,951 12,716 11,860 6.03 5.97 5.41 1,625 759 641 866 858 118 70 48 
Indirect auto25,055 12,545 11,215 6.61 8.51 8.18 1,656 1,068 917 588 (282)870 151 38 113 
Indirect other11,264 6,654 5,896 7.11 6.65 6.25 801 443 368 358 33 325 75 25 50 
Student7,596 460 — 4.62 5.20 — 351 24 — 327 (3)330 24 — 24 
Credit card5,027 3,181 2,723 9.34 9.05 8.73 470 288 238 182 10 172 50 41 
PCI— 631 548 — 16.05 19.64 — 102 108 (102)— (102)(6)(21)15 
Total loans and leases HFI308,988 159,445 145,189 4.35 5.01 4.77 13,433 7,984 6,926 5,449 (1,124)6,573 1,058 344 714 
LHFS5,513 2,159 1,228 3.13 3.91 4.13 173 85 50 88 (20)108 35 (3)38 
Total loans and leases314,501 161,604 146,417 4.33 4.99 4.77 13,606 8,069 6,976 5,537 (1,144)6,681 1,093 341 752 
Total earning assets433,623 216,414 195,768 3.61 4.39 4.20 15,673 9,505 8,216 6,168 (1,499)7,667 1,289 400 889 
Nonearning assets65,462 31,080 26,505         
Total assets$499,085 $247,494 $222,273         
Liabilities and Shareholders' Equity          
Interest-bearing deposits:          
Interest-checking$94,879 $31,592 $26,951 0.23 0.62 0.43 216 197 116 19 (184)203 81 59 22 
Money market and savings123,826 67,922 62,257 0.21 0.91 0.62 264 621 387 (357)(664)307 234 196 38 
Time deposits30,008 17,970 13,963 1.02 1.54 0.94 305 277 132 28 (115)143 145 100 45 
Foreign office deposits - interest-bearing— 272 494 — 2.35 1.67 — (6)— (6)(3)(5)
Total interest-bearing deposits (6)248,713 117,756 103,665 0.32 0.93 0.62 785 1,101 644 (316)(963)647 457 357 100 
Short-term borrowings10,129 8,462 5,955 1.35 2.34 1.86 137 198 111 (61)(95)34 87 33 54 
Long-term debt45,793 24,756 23,755 1.75 3.22 2.88 800 797 683 (472)475 114 84 30 
Total interest-bearing liabilities304,635 150,974 133,375 0.57 1.39 1.08 1,722 2,096 1,438 (374)(1,530)1,156 658 474 184 
Noninterest-bearing deposits (6)114,580 55,513 53,818            
Other liabilities11,846 6,899 5,337            
Shareholders' equity68,024 34,108 29,743            
Total liabilities and shareholders' equity$499,085 $247,494 $222,273            
Average interest-rate spread  3.04 %3.00 %3.12 %        
NIM/net interest income  3.22 %3.42 %3.46 %$13,951 $7,409 $6,778 $6,542 $31 $6,511 $631 $(74)$705 
Taxable-equivalent adjustment    $125 $96 $96    
(1)Yields are stated on a TE basis totaled $6.5 billion, an increase of $743 million or 12.9% compared to the prior year.utilizing federal tax rate. The increase reflects higherchange in interest incomenot solely due to acquisitionschanges in rate or volume has been allocated based on the pro-rata absolute dollar amount of each. Interest income includes certain fees, deferred costs and organic loan growth, partially offset by lower yields on new loansdividends.
(2)Total securities include AFS and securitiesHTM securities.
(3)Includes cash equivalents, interest-bearing deposits with banks, FHLB stock and runoffother earning assets.
(4)Fees, which are not material for any of the periods shown, are included for rate calculation purposes. NPLs are included in the loan portfolio acquired from the FDIC. Interest expense increased slightly, reflecting higher balances from acquisitions, partially offset by improvement in the mix of funding sources.average balances.
(5)Excludes basis adjustments for fair value hedges.
The NIM is the primary measure used in evaluating the gross profit margin from the portfolios of earning assets. The NIM was 3.39% in 2016 compared with 3.32% in 2015. The increase in the NIM reflects higher yields on loans(6)Total deposit costs were 0.22%, 0.64% and improved funding mix, partially offset by lower yields on securities. The average annualized TE yield for total loans and leases was 4.30% for 2016, compared to 4.26%0.41% for the prior year. The increase was primarily due to acquisitions, partially offset by lower yields on new loan originations and the runoff of higher yielding loans acquired from the FDIC. The TE yield on the total securities portfolio was 2.33% for the yearyears ended December 31, 2016, compared to 2.36% for the prior year.
The average rate paid on interest-bearing deposits for 2016 dropped to 0.23%, from 0.24% in 2015. This improvement was driven by changes in mix, with time deposits representing a lower percentage of interest-bearing deposits at December 31, 2016.
The rate paid on average short-term borrowings was 0.35% in 2016, compared to 0.15% in 2015. The increase in the rate on short-term borrowings reflects the federal funds target rate increase from December 2015. The average rate on long-term debt was 2.13% during 2016, flat compared to the prior year. At December 31, 2016, the targeted Federal funds rate range was 0.50% to 0.75%.


2020, 2019 and 2018, respectively.
Truist Financial Corporation 45
Table 5
TE Net Interest Income and Rate / Volume Analysis (1)
Year Ended December 31, 2017, 2016 and 2015
  2017 vs. 2016 2016 vs. 2015
  Average Balances (6) Yield/Rate Income/Expense Incr. Change due to Incr. Change due to
(Dollars in millions) 2017 2016 2015 2017 2016 2015 2017 2016 2015 (Decr.) Rate Vol. (Decr.) Rate Vol.
Assets  
  
  
    
  
    
  
  
  
  
  
  
  
Total securities, at amortized cost: (2)  
    
      
      
  
  
  
  
  
  
U.S. Treasury $4,179
 $3,061
 $2,650
 1.71% 1.67% 1.58% $72
 $51
 $42
 $21
 $1
 $20
 $9
 $2
 $7
GSE 2,385
 3,601
 5,338
 2.22
 2.13
 2.13
 53
 77
 113
 (24) 3
 (27) (36) 
 (36)
Agency MBS 37,250
 36,658
 30,683
 2.26
 2.05
 1.98
 841
 750
 605
 91
 79
 12
 145
 22
 123
States and political subdivisions 1,748
 2,361
 2,204
 4.77
 5.20
 5.65
 83
 123
 125
 (40) (10) (30) (2) (11) 9
Non-agency MBS 411
 534
 751
 18.80
 14.56
 13.51
 77
 78
 102
 (1) 19
 (20) (24) 7
 (31)
Other 56
 64
 477
 2.17
 1.87
 1.31
 1
 
 7
 1
 1
 
 (7) 1
 (8)
Total securities 46,029
 46,279
 42,103
 2.45
 2.33
 2.36
 1,127
 1,079
 994
 48
 93
 (45) 85
 21
 64
Other earning assets (3) 3,484
 3,202
 2,768
 1.53
 1.64
 1.39
 53
 53
 38
 
 (4) 4
 15
 8
 7
Loans and leases, net of unearned income: (4)(5)  
  
  
    
  
    
  
  
  
    
  
  
Commercial:  
  
  
    
  
    
  
  
  
    
  
  
Commercial and industrial 57,994
 56,227
 49,518
 3.59
 3.40
 3.25
 2,080
 1,914
 1,612
 166
 106
 60
 302
 77
 225
CRE 20,497
 19,407
 15,840
 4.08
 3.75
 3.67
 837
 727
 581
 110
 67
 43
 146
 13
 133
Lease financing 1,726
 1,524
 1,183
 2.82
 3.01
 2.82
 49
 45
 33
 4
 (3) 7
 12
 2
 10
Retail:                              
Residential mortgage 29,140
 30,184
 30,252
 4.02
 4.05
 4.15
 1,170
 1,224
 1,255
 (54) (10) (44) (31) (28) (3)
Direct 11,968
 11,796
 9,375
 4.60
 4.27
 4.07
 550
 503
 381
 47
 40
 7
 122
 20
 102
Indirect 17,840
 17,072
 16,443
 6.89
 6.94
 6.86
 1,230
 1,186
 1,127
 44
 (9) 53
 59
 13
 46
Revolving credit 2,662
 2,521
 2,406
 8.88
 8.77
 8.76
 236
 221
 211
 15
 3
 12
 10
 
 10
PCI 784
 1,063
 1,083
 18.86
 19.55
 16.57
 148
 208
 179
 (60) (7) (53) 29
 32
 (3)
Total loans and leases HFI 142,611
 139,794
 126,100
 4.42
 4.31
 4.27
 6,300
 6,028
 5,379
 272
 187
 85
 649
 129
 520
LHFS 1,464
 1,965
 1,702
 3.62
 3.34
 3.63
 53
 66
 62
 (13) 5
 (18) 4
 (5) 9
Total loans and leases 144,075
 141,759
 127,802
 4.41
 4.30
 4.26
 6,353
 6,094
 5,441
 259
 192
 67
 653
 124
 529
Total earning assets 193,588
 191,240
 172,673
 3.89
 3.78
 3.75
 7,533
 7,226
 6,473
 307
 281
 26
 753
 153
 600
Nonearning assets 27,477
 27,705
 24,674
    
  
    
  
  
  
    
  
  
Total assets $221,065
 $218,945
 $197,347
    
  
    
  
  
  
    
  
  
Liabilities and Shareholders’ Equity      
    
  
    
  
  
  
    
  
  
Interest-bearing deposits:  
  
  
    
  
    
  
  
  
    
  
  
Interest checking $28,033
 $27,595
 $22,092
 0.25
 0.14
 0.08
 $70
 $39
 $18
 $31
 $30
 $1
 $21
 $16
 $5
Money market and savings 63,061
 62,966
 56,592
 0.30
 0.20
 0.19
 190
 123
 107
 67
 67
 
 16
 5
 11
Time deposits 14,133
 16,619
 16,405
 0.51
 0.51
 0.66
 72
 85
 107
 (13) 
 (13) (22) (23) 1
Foreign office deposits - interest-bearing 1,142
 1,034
 593
 1.05
 0.38
 0.12
 12
 4
 1
 8
 8
 
 3
 2
 1
Total interest-bearing deposits 106,369
 108,214
 95,682
 0.32
 0.23
 0.24
 344
 251
 233
 93
 105
 (12) 18
 
 18
Short-term borrowings 4,311
 2,554
 3,221
 0.94
 0.35
 0.15
 41
 9
 4
 32
 23
 9
 5
 6
 (1)
Long-term debt 21,660
 22,791
 23,343
 2.10
 2.13
 2.13
 454
 485
 498
 (31) (7) (24) (13) 
 (13)
Total interest-bearing liabilities 132,340
 133,559
 122,246
 0.63
 0.56
 0.60
 839
 745
 735
 94
 121
 (27) 10
 6
 4
Noninterest-bearing deposits 52,872
 49,255
 42,816
    
  
    
  
  
  
  
  
  
  
Other liabilities 5,852
 6,776
 6,414
    
  
    
  
  
  
  
  
  
  
Shareholders’ equity 30,001
 29,355
 25,871
    
  
    
  
  
  
  
  
  
  
Total liabilities and shareholders’ equity $221,065
 $218,945
 $197,347
    
  
    
  
  
  
  
  
  
  
Average interest rate spread  
  
  
 3.26% 3.22% 3.15%    
  
  
  
  
  
  
  
NIM / net interest income  
     3.46% 3.39% 3.32% $6,694
 $6,481
 $5,738
 $213
 $160
 $53
 $743
 $147
 $596
TE adjustment  
          
 $159
 $160
 $146
  
  
  
  
  
  
(1)Yields are stated on a TE basis utilizing the marginal income tax rates for the periods presented. The change in interest not solely due to changes in yield/rate or volume has been allocated on a pro-rata basis based on the absolute dollar amount of each.
(2)Total securities include AFS and HTM securities.
(3)Includes cash equivalents, interest-bearing deposits with banks, trading securities, FHLB stock and other earning assets.
(4)Loan fees, which are not material for any of the periods shown, are included for rate calculation purposes.
(5)NPLs are included in the average balances.
(6)Excludes basis adjustments for fair value hedges.



Provision for Credit Losses

2017
2020 compared to 20162019

The provision for credit losses was $547 million in 2017,$2.3 billion, compared to $572 million in the prior year. The decrease in the provision for credit losses was primarily driven by improvement in the commercial and industrial portfolio, which reflects lower net charge-offs and nonaccrual loans compared to the prior year. The ratio of the ALLL to net charge-offs was 2.78x for 2017, compared to 2.80x for 2016.
Net charge-offs were $537$615 million for 2017 compared to $532 million in 2016. The ratio of net charge-offs to average loans and leases held for investment was 0.38% for both 2017 and 2016. Net charge-offs increased by $31 million in the indirect lending portfolio, driven by an increase in loss severity associated with used car values. Commercial and industrial net charge-offs decreased $40 million, primarily due to losses in the energy portfolio during 2016.
2016 compared to 2015
The provision for credit losses was $572 million in 2016, compared to $428 million in the prior year.earlier period. The increase in the provision for credit losses was driven by indirect lending
reflects the significant builds to the allowance for credit losses in the first and commercial and industrial portfolios, which reflects higher net charge-offs in these portfolios. The ratiosecond quarters of the ALLLyear due to net charge-offs was 2.80x for 2016,increased economic stress associated with the pandemic and specific consideration of its impact on certain industries, as well as uncertainty related to performance after the expiration of relief packages and COVID-19, increased loan balances arising from the Merger and the effect of applying the CECL methodology in the current period compared to 3.36x for 2015.the incurred loss methodology in the earlier period.

Net charge-offs for the year ended December 31, 2020 were 0.38% of average loans and leases held for investment for 2016,$1.1 billion, compared to 0.35% of average loans and leases held for investment during 2015. Net charge-offs were $532$634 million for 2016the earlier period. Higher net charge-offs also contributed to the increase in the provision for credit losses and primarily reflect increases as a result of the Merger. The net charge-off rate of 0.36% for the year ended December 31, 2020 was down four basis points compared to $436 million in 2015. Commercial and industrial net charge-offs increased $50 million, primarily due to the energy portfolio. Net charge-offs increased by $49 million in the indirect lending portfolio, driven by an increase in loss severity associated with used car values and loan growth.earlier period.

Noninterest Income

Noninterest income is a significant contributor to BB&T’sTruist's financial results. Management focuses on diversifying its sources of revenue to further reduce BB&T’sTruist's reliance on traditional spread-based interest income, as certain fee-based activities are a relatively stable revenue source during periods of changing interest rates.
Table 10: Noninterest Income
Year Ended December 31,
(Dollars in millions)
% Change
2020201920182020 vs. 20192019 vs. 2018
Insurance income$2,193 $2,072 $1,852 5.8 %11.9 %
Wealth management income1,277 715 660 78.6 8.3 
Service charges on deposits1,020 762 712 33.9 7.0 
Residential mortgage income1,000 285 258 NM10.5 
Investment banking and trading income944 244 154 NM58.4 
Card and payment related fees761 555 522 37.1 6.3 
Lending related fees315 124 99 154.0 25.3 
Operating lease income309 153 145 102.0 5.5 
Commercial real estate related income271 116 100 133.6 16.0 
Income from bank-owned life insurance179 129 116 38.8 11.2 
Securities gains (losses)402 (116)NMNM
Other income (loss)208 216 255 (3.7)(15.3)
Total noninterest income$8,879 $5,255 $4,876 69.0 7.8 

Table 6
Noninterest Income
     
  Year Ended December 31, % Change
   2017 vs. 2016 2016 vs. 2015
(Dollars in millions) 2017 2016 2015  
Insurance income $1,754
 $1,713
 $1,596
 2.4 % 7.3 %
Service charges on deposits 706
 664
 631
 6.3
 5.2
Mortgage banking income 415
 463
 455
 (10.4) 1.8
Investment banking and brokerage fees and commissions 410
 408
 398
 0.5
 2.5
Trust and investment advisory revenues 278
 266
 240
 4.5
 10.8
Bankcard fees and merchant discounts 271
 237
 218
 14.3
 8.7
Checkcard fees 214
 195
 174
 9.7
 12.1
Operating lease income 146
 137
 124
 6.6
 10.5
Income from bank-owned life insurance 122
 123
 113
 (0.8) 8.8
FDIC loss share income, net 
 (142) (253) (100.0) (43.9)
Securities gains (losses), net (1) 46
 (3) (102.2) NM
Other income 467
 362
 326
 29.0
 11.0
Total noninterest income $4,782
 $4,472
 $4,019
 6.9
 11.3
20172020 compared to 20162019

Noninterest income was a record $4.8for the year ended December 31, 2020 increased $3.6 billion for 2017, an increase of $310 million compared to 2016.the earlier period. The increase was broad based across almostcurrent period includes $402 million of net securities gains primarily from the sale of non-agency MBS in the second quarter of 2020 and agency MBS in the third quarter of 2020. The prior period includes $116 million of net securities losses from the sale of agency MBS. Excluding the net securities gains and losses, noninterest income increased $3.1 billion, with nearly all major categories of noninterest income.
Incomeincome being impacted by the Merger. In addition to the impacts from BB&T’sthe Merger, insurance agency/brokerage operations was the largest source of noninterest income in 2017. Insurance income totaled $1.8 billion for 2017, an increase of $41increased $121 million compared to 2016. The increase was largely due to the acquisition of Swettstrong production and Crawford on April 1, 2016. In addition, organic commissions and fees were higher, which was offset by lower performance based commissions.


acquisitions. Service charges on deposits were $706 million for 2017, an increase of $42 million comparedup despite reduced overdraft incident rates and increased refunds and waivers to 2016. The increasesupport clients impacted by the COVID-19 pandemic. Residential mortgage banking income was up due to changes in client behavior, pricing increasesstrong production and the acquisition of National Penn on April 1, 2016.

Mortgage banking income declined $48 million primarily due to a decline of $39 million in the net mortgage servicing rights valuation.

Bankcard fees and merchant discounts increased $34 million due to higher volumes and a reduction in the accrual for rewards.

FDIC loss share income improved by $142 million due to the termination of the loss sharing agreements during the third quarter of 2016.
Other income totaled $467 million for 2017, an increase of $105 million from 2016, primarily due to a $34 million increase in income from SBIC investments and a $50 million increaserefinance activity driven by income related to assets for certain post-employment benefits.
2016 compared to 2015
Noninterest income was $4.5 billion for 2016, an increase of $453 million compared to 2015. This increase was across all categories and primarily reflects the impact from acquisitions.
Income from BB&T’s insurance agency/brokerage operations was the largest source of noninterest income in 2016. Insurance income totaled $1.7 billion for 2016, an increase of $117 million compared to 2015. The increase was largely the result of the acquisition of Swett and Crawford, which was partially offset by the impact from selling American Coastal in 2015.

FDIC loss share income improved by $111 million, primarily due to the termination of the loss sharing agreements during the third quarter of 2016.
Other income totaled $362 million for 2016, an increase of $36 million from 2015. This increase is primarily due to the $26 million loss on sale of American Coastal during the second quarter of 2015, $19 million for client derivatives revenues and $10 million of trading gains. These increases werelower rate environment, partially offset by lower partnershipsvaluations of the mortgage servicing rights and other investmentincreased amortization driven by higher prepayments speeds. Investment banking and trading income which was up, but was negatively impacted by credit valuation adjustments on the resultderivatives portfolio primarily related to the decline in interest rates and widening of an opportunistic sale that resulted in a $28 million gain during the third quarter of 2015.credit spreads.

46 Truist Financial Corporation


Noninterest Expense

The following table provides a breakdown of BB&T’sTruist's noninterest expense:
Table 11: Noninterest Expense
Year Ended December 31,
(Dollars in millions)
% Change
2020201920182020 vs. 20192019 vs. 2018
Personnel expense$8,146 $4,833 $4,313 68.5 %12.1 %
Professional fees and outside processing1,252 433 365 189.1 18.6 
Net occupancy expense904 507 491 78.3 3.3 
Software expense862 338 272 155.0 24.3 
Amortization of intangibles685 164 131 NM25.2 
Equipment expense484 280 267 72.9 4.9 
Marketing and customer development273 137 102 99.3 34.3 
Operating lease depreciation258 136 120 89.7 13.3 
Loan-related expense242 123 108 96.7 13.9 
Regulatory costs125 81 134 54.3 (39.6)
Merger-related and restructuring charges860 360 146 138.9 146.6 
Loss (gain) on early extinguishment of debt235 — — NMNM
Other expense571 542 483 5.4 12.2 
Total noninterest expense$14,897 $7,934 $6,932 87.8 14.5 

Table 7
Noninterest Expense
     
  Year Ended December 31, % Change
   2017 vs. 2016 2016 vs. 2015
(Dollars in millions) 2017 2016 2015  
Personnel expense $4,121
 $3,964
 $3,469
 4.0 % 14.3 %
Occupancy and equipment expense 784
 786
 708
 (0.3) 11.0
Software expense 242
 224
 192
 8.0
 16.7
Outside IT services 160
 186
 135
 (14.0) 37.8
Regulatory charges 153
 145
 101
 5.5
 43.6
Amortization of intangibles 142
 150
 105
 (5.3) 42.9
Loan-related expense 130
 95
 150
 36.8
 (36.7)
Professional services 123
 102
 130
 20.6
 (21.5)
Merger-related and restructuring charges, net 115
 171
 165
 (32.7) 3.6
Loss (gain) on early extinguishment of debt 392
 (1) 172
 NM
 (100.6)
Other expense 1,082
 899
 939
 20.4
 (4.3)
Total noninterest expense $7,444
 $6,721
 $6,266
 10.8
 7.3
20172020 compared to 20162019

Noninterest expense totaled $7.4for the year ended December 31, 2020 was up $7.0 billion for 2017, an increasecompared to the earlier period. Merger-related and restructuring charges and other incremental operating expenses related to the Merger increased $500 million and $370 million, respectively. In addition, the current period was impacted by $235 million of $723 million from 2016. The increase includes actions taken in the fourth quarter of 2017 in connection with the passage of tax reform legislation. This included a contribution of $100 million to BB&T's philanthropic fund and $36 million for a one-time bonus paid to associates who do not generally receive incentives or commissions. The increase also includes a $392 million charge in 2017 forlosses on the early extinguishment of $2.9 billion of higher cost FHLB advances.

Personnel expense is the largest component of noninterest expenselong-term debt and includes salaries and incentives, as well as pension and other employee benefit costs. Personnel expense totaled $4.1 billion, a $157 million increase compared to 2016. Salaries and incentives increased $120 million compared to the prior year, primarily due to higher incentives as a result of improved performance and the one-time bonus previously mentioned. Equity based compensation increased $14 million and benefit costs increased $23 million. The increase in benefit costs was primarily the result of an increase of $43 million for post-employment benefits that is primarily offset in other income. This was partially offset by a decline of $26 million for pension expense.
Software expense was higher $18 million compared to 2016, primarily reflecting higher depreciation on recent investments.

Outside IT services expense decreased $26 million compared to the prior year, while professional services expense increased $21 million. These fluctuations are due to the volume of project related work in the current year compared to the prior year.
Loan-related expense totaled $130 million for 2017, an increase of $35 million compared to the prior year. This increase is largely the result of a release of $31 million in reserves during the fourth quarter of 2016, which was primarily driven by lower anticipated loan repurchase requests.

Merger-related and restructuring expense decreased $56 million compared to 2016. This includes a decrease in merger-related charges, partially offset by branch closures and other restructuring initiatives.

Other expense increased $183 million primarily due to higher operating charge-offs and charitable contributions. Operating charge-offs increased $108 million due to a net benefit of $73 million recorded in 2016 related to the settlement of matters involving the origination of certain legacy mortgage loans insured by the FHA. Charitable contributions increased $44 million as the company made a $100 million contribution to its philanthropic fund in 2017 as noted above, compared to $50 million made in the third quarter of 2016.

2016 compared to 2015
Noninterest expense totaled $6.7 billion for 2016, an increase of $455 million from 2015. This increase was primarily driven by higher personnel expense.
Personnel expense is the largest component of noninterest expense and includes salaries, wages and incentives, as well as pension and other employee benefit costs. Personnel expense totaled $4.0 billion, a $495 million increase compared to 2015. This increase was driven by a $284 million increase in salaries, which was primarily due to additional headcount from acquisitions. Incentives expense was higher $110 million due to performance against targets and acquisitions. Personnel expense also increased due to a $48 million increase in pension expense that reflects higher amortization, service and interest costs. Additionally, personnel expense reflects a $26 million increase in payroll taxes as a result of higher salaries and incentives.
Loss on early extinguishment of debt was down $173 million for 2016, as the prior year included a loss of $172 million, compared to a small gain for 2016.

Occupancy and equipment expense totaled $786 million for 2016, compared to $708 million for 2015. The increase reflects the acquisition activity. Software expense was higher $32 million compared to 2015, primarily reflecting higher depreciation on recent investments.

Outside IT services expense totaled $186 million for 2016, compared to $135 million in the prior year. This increase was due to higher costs related to projects.
Loan-related expense totaled $95 million for 2016, a decrease of $55 million compared to the prior year. This decrease is largely the result of a release of $31 million in reserves during the fourth quarter of 2016, which was primarily driven by lower anticipated loan repurchase requests.

Regulatory charges totaled $145 million for 2016, an increase of $44 million compared to the prior year. This increase reflects the impact from acquisitions and the surcharge assessed to large banks, which was implemented in the third quarter of 2016.

Other expense decreased $40 million primarily due to a net benefit of $73 million in the third quarter related to the settlement of certain legacy mortgage matters involving the origination of mortgage loans insured by the FHA. In addition, business referral expense decreased $16 million primarily due to the sale of American Coastal in the prior year. Partially offsetting these decreases was a $50 million charitable contribution to the Truist Charitable Fund. Excluding the items mentioned above and the impact of an increase of $521 million of amortization expense for intangibles, noninterest expense increased $5.3 billion, primarily reflecting the impact of the Merger. In addition to the impacts of the Merger, operating costs were elevated due to COVID-19, which resulted in approximately $250 million of expenses compared to the earlier period. This was primarily related to additional on-site pay and bonuses for certain teammates, net occupancy costs for enhanced cleaning and teammate support expenses. Additionally, personnel expenses increased as a result of the completion of a post-Merger reevaluation of job grades that was also maderesulted in the third quarter.additional salaries, incentives and equity-based compensation expenses.


Merger-Related and Restructuring Charges

BB&T
Truist has incurred certain merger-related and restructuring charges, which include:

severance and personnel-related costs or credits, which typically occur in corporate support and data processing functions;credits;
occupancy and equipment charges or credits, which relate to costs or gains associated with lease terminations, obsolete equipment write-offs and the sale of duplicate facilities and equipment;
professional services, which relate to legal and investment banking advisory fees and other consulting services pertaining to the transaction;restructuring initiatives or transactions;
systems conversion and related charges, which represent costs to integrate the acquired entity’sentity's information technology systems; and
other merger-related and restructuring charges or credits, which include expenses necessary to convert and combine the acquired branches and operations of merged companies, direct media advertising related to the mergers and acquisitions, asset and supply inventory write-offs, and other similar charges.charges; and

write-offs related to exiting certain businesses.

Merger-related and restructuring accruals are established when the costs are incurred or once all requirements for a plan to dispose of or outsource certain business functions have been approved by management. In general, a major portion of accrued costs are utilized in conjunction with or immediately following the systems conversion, when most of the duplicate positions are eliminated and the terminated employees begin to receive severance. Other accruals are utilized over time based on the sale, closing or disposal of duplicate facilities or equipment or the expiration of lease contracts. Merger and restructuring accruals are re-evaluated periodically and adjusted as necessary. The remaining accruals at December 31, 20172020 are generally expected to be utilized within one year, unless they relate to specific contracts that expire later.

The 2020 merger-related and restructuring costs primarily reflect higher charges as a result of the Merger, including costs for severance and other benefits and costs related to exiting facilities, while the 2019 costs primarily reflect branch closures and other restructuring initiatives.

Truist Financial Corporation 47


The following table presents a summary of merger-related and restructuring charges and the related accruals:
Table 12: Merger-Related and Restructuring Accrual Activity
(Dollars in millions)Accrual at Jan 1, 2019ExpenseUtilizedAccrual at Dec 31, 2019ExpenseUtilizedAccrual at Dec 31, 2020
Severance and personnel-related$43 $149 $(146)$46 $232 $(242)$36 
Occupancy and equipment— 13 (13)— 294 (294)— 
Professional services102 (61)42 238 (264)16 
Systems conversion and related costs— (4)— 30 (30)— 
Other adjustments— 92 (91)66 (56)11 
Total (1)$44 $360 $(315)$89 $860 $(886)$63 
Table 8
Merger-related and Restructuring Accrual Activity
           
  Year Ended December 31, 2017 Year Ended December 31, 2016
(Dollars in millions) Beginning Balance Expense Utilized Ending Balance Beginning Balance Expense Utilized Ending Balance
Severance and personnel-related $25
 $40
 $(51) $14
 $26
 $51
 $(52) $25
Occupancy and equipment (1) 21
 43
 (44) 20
 11
 49
 (39) 21
Professional services 1
 2
 (3) 
 13
 14
 (26) 1
Systems conversion and related costs (1) 1
 26
 (27) 
 
 27
 (26) 1
Other adjustments 1
 4
 (5) 
 2
 30
 (31) 1
Total $49
 $115
 $(130) $34
 $52
 $171
 $(174) $49
(1) Includes asset impairment charges.

The 2017 costs primarily reflect branch closuresCompany recognized $825 million and other restructuring initiatives, while the 2016 costs primarily reflect the acquisitions of National Penn and Swett & Crawford.
Provision for Income Taxes
BB&T’s provision for income taxes totaled $911 million, $1.1 billion and $794$298 million for 2017, 2016the year ended December 31, 2020 and 2015, respectively. BB&T’s effective tax rates for2019, respectively, related to the years ended 2017, 2016Merger. At December 31, 2020 and 2015 were 27.4%, 30.2%2019, the Company had an accrual of $50 million and 27.2%, respectively. BB&T has extended credit to and invested in the obligations of states and municipalities and their agencies and has made other investments and loans that produce tax-exempt income. The income generated from these investments, together with certain other transactions that have favorable tax treatment, have reduced BB&T’s overall effective tax rate from the statutory rate in all periods presented. The lower effective tax rate for 2017 was due to a net tax benefit of $43$76 million related to the impact of tax reform.Merger, respectively. The lower effective tax rate for 2015 was primarily dueremaining expense and accrual relate to adjustments for uncertain tax positions.other restructuring activities.

Refer to the "Note 11. Income Taxes" for a reconciliation of the effective tax rate to the statutory tax rate and a discussion of uncertain tax positions and other tax matters.

Segment Results

See "Note 19.21. Operating Segments" for additional disclosures related to BB&T’sTruist's operating segments, the internal accounting and reporting practices used to manage these segments and financial disclosures for these segments.segments, including additional details related to results of operations.



Table 13: Net Income by Reportable Segment
% Change
Year Ended December 31,
(Dollars in millions)
2020201920182020 vs. 20192019 vs. 2018
Consumer Banking and Wealth$3,059 $1,765 $1,435 73.3 %23.0 %
Corporate and Commercial Banking2,321 1,791 1,598 29.6 12.1 
Insurance Holdings407 318 253 28.0 25.7 
Other, Treasury & Corporate(1,295)(637)(29)103.3 NM
Truist Financial Corporation$4,492 $3,237 $3,257 38.8 (0.6)
Fluctuations in noninterest income and noninterest expense incurred directly by the segments are more fully discussed in the "Noninterest Income" and "Noninterest Expense" sections above. The operating results for Susquehanna and National Penn were included in OT&C prior to their systems conversions in mid-November 2015 and mid-July 2016, respectively. Post-conversion results are included in the segments that received the various lines of business, with the majority going to CB-Retail and CB-Commercial.
In 2017, BB&T restructured its segments to reflect a change in the way management reviews performance and makes decisions as discussed in "Note 19. Operating Segments." In addition, a change was made in the method for allocation of capital to the operating segments impacting both the allocated balances and funding credit. Results for prior periods have been revised to reflect the new allocations.

20172020 compared to 20162019

CommunityConsumer Banking Retail and Wealth

Consumer Finance
CB-RetailBanking and Wealth had 2,0492,781 banking offices at December 31, 2017,2020, a decrease of 147177 offices compared to the prior year.December 31, 2019. The decrease in offices was driven primarily driven by the consolidation of nearby financial centers104 branches leveraging the blended branch program strategy beginning in the fourth quarter, as well as 30 branches divested in the third quarter.

Consumer Banking and the closure of certain lower volume branches.

CB-RetailWealth net income was $1.1$3.1 billion in 2017, a decreasefor 2020, an increase of $37 million,$1.3 billion, or 3.3%73.3%, compared to 2016.

2019. Segment net interest income increased $159 million,$4.2 billion primarily due to the National Penn acquisition, deposit growthMerger. Noninterest income increased $1.7 billion due primarily to the Merger and higher funding spreads on deposits,residential mortgage income as a result of the lower rate environment driving mortgage production through refinance activity, partially offset by lower credit spreads on loans. Noninterestresidential mortgage servicing income increased $50 million, primarily due todriven by higher bankcardprepayment and merchant discounts, service charges on deposits, and checkcard fees, partially offset by a declinean MSR fair value adjustment in mortgage banking income due to a decrease in net MSR income.

2020. The allocated provision for credit losses increased $26$491 million primarily due to higher net charge-offs, partially offset by a decline in loss estimates.the Merger. Noninterest expense increased $256 million, driven by a net benefit$3.8 billion primarily due to operating expenses and amortization of $73 million in 2016intangibles related to the settlement of certain legacy mortgage matters involving the origination of mortgage loans insured by the FHA, the release of $31Merger and impacts from COVID-19 in 2020. The allocated provision for income taxes increased $378 million in mortgage repurchase reserves in 2016,due primarily to higher pre-tax income.

Consumer Banking and increases in personnel expense, allocated corporate expenses, and occupancy and equipment expense.

CB-RetailWealth average loans and leases HFIheld for investment increased $413 million,$67.9 billion, or 0.6%94.9%, compared to 2019 driven primarily by the prior year.Merger. Average loan and leases HFI for residential mortgage, home equity and direct lending and indirect auto loans increased $768 million,$19.8 billion, or 4.5%62.4%, $14.2 billion, or 111.6%, and $12.5 billion, or 99.7%, respectively.

Consumer Banking and Wealth average direct loanstotal deposits increased $391 million,$119.5 billion, or 3.4%. Partially offsetting these increases was average residential mortgage loans, which decreased $761 million,120.4%, compared to 2019 driven primarily by the Merger and COVID-19 stimulus impacts. Average noninterest-bearing deposits, money market and savings accounts, and time deposits increased $32.5 billion, or 2.5%.128.7%, $49.8 billion, or 114.8%, and $11.4 billion, or 91.6%, respectively.


Community
48 Truist Financial Corporation


Corporate and Commercial Banking

Corporate and Commercial
CB-Commercial Banking net income was $834 million in 2017,$2.3 billion for 2020, an increase of $99$530 million, or 13.5%29.6%, compared to 2016.

2019. Segment net interest income increased $111 million,$2.4 billion, primarily due to the National Penn acquisition, loanMerger. Noninterest income increased $1.3 billion primarily due to the Merger and deposit growth and higher funding spreads on deposits,other increases in investment banking income, partially offset by lowerlosses in trading income primarily related to the decline in interest rates and widening of credit spreads on loans. Noninterest income increased $31 million, primarily due to higher service charges on deposits.

spreads. The allocated provision for credit losses increased $109$1.2 billion primarily due to the Merger as well as increased economic stress associated with the pandemic. Noninterest expense increased $1.9 billion primarily due to operating expenses and amortization of intangibles related to the Merger in 2020. The allocated provision for income taxes increased $103 million due primarily to higher pre-tax income.

Corporate and Commercial Banking average loans and leases held for investment increased $81.6 billion, or 95.9%, compared to 2019 driven primarily by the Merger and growth in corporate loans. Average loans and leases HFI for the Corporate and Institutional Group increased $47.4 billion, or 157.0%, driven primarily by the Merger and growth in commercial and industrial loans, while average loans and leases HFI for Commercial Community Banking increased $34.2 billion, or 62.3%, driven primarily by the Merger, and growth in commercial and industrial loans, and PPP impact.

Corporate and Commercial Banking average total deposits increased $68.0 billion, or 102.7%, compared to 2019 driven primarily by the Merger and COVID-19 stimulus impacts. Average interest checking, noninterest-bearing deposits and money market and savings increased $37.0 billion, or 291.4%, $26.1 billion, or 88.2%, and $4.3 billion, or 18.9%, respectively.

Insurance Holdings

Insurance Holdings net income was $407 million in 2020, an increase of $89 million, or 28.0%, compared to 2019. Noninterest income increased $129 million primarily due to organic growth in commercial property and casualty and other insurance commissions, along with acquisitions made in 2020.

Other, Treasury and Corporate

Other, Treasury and Corporate generated a net loss of $1.3 billion in 2020, compared to a net loss of $637 million in 2019. Segment net interest income decreased $158 million primarily due to a decline in funding charges on assets to other segments relative to the rate of improvement infunding credit trends and loan growth. Noninterest expense decreased $104 million, primarily due to lower personnel expense driven by a change in the allocation approach for capitalized loan origination costs in the current year as well as a decline in salaries expense and employee benefits expense. Additionally, there was a decline in allocated corporate expenses.

CB-Commercial average loans and leases HFI increased $2.4 billion, or 4.9%, partially driven by acquisition activity.

Financial Services and Commercial Finance
FS&CF net income was $491 million in 2017, an increase of $115 million, or 30.6%, compared to 2016.

Segment net interest income increased $57 million, primarily driven by higher funding spreadsprovided on deposits and average loan growth, partially offset by a decline in credit spreads on loans.liabilities. Noninterest income increased $33$447 million due primarily driven by higher trust and investment advisory revenues, operating lease income, commercial loan fees, investment banking and brokerage fees and commissions, and service chargesto the gain on deposits,sale of securities in 2020, partially offset by lower commercial mortgage banking income.


The allocated provision for credit losses decreased $143 million, primarily due to a decrease in reserves in the current period related to energy lending exposures, a decline in loss estimates and lower net charge-offs. Noninterest expense increased $49 million, primarily due to higher allocated corporate expenses and personnel expense, partially offset by a decline in merger-related and restructuring charges.

FS&CF continues to generate solid loan growth through expanded lending strategies, with Corporate Banking’s average loans HFI increasing $743 million, or 5.3%, compared to 2016, while BB&T Wealth’s average loans HFI increased $205 million, or 13.8%. Corporate Banking’s average transaction account deposits fell $112 million, or 5.4%, while BB&T Wealth grew transaction account balances by $760 million, or 19.8%. Client invested assets totaled $160.3 billion as of December 31, 2017, an increase of $16.6 billion, or 11.6%, compared to 2016. Average loans HFI at Grandbridge increased $200 million, or 15.6%, compared to 2016 and increased 15.5% and 9.1%, respectively, for Equipment Finance and Governmental Finance.

Insurance Holdings and Premium Finance
IH&PF net income was $161 million in 2017, a decrease of $5 million, or 3.0%, compared to 2016.

Noninterest income increased $46 million, which reflects the acquisition of Swett and Crawford in April 2016 and higher property and casualty insurance commissions, as well as higher life insurance commissions and employee benefit commissions.

Noninterest expense increased $65 million, primarily driven by higher personnel expense and allocated corporate expenses, both of which are primarily attributable to the Swett and Crawford acquisition.

Other, Treasury and Corporate
OT&C net loss was $163 million in 2017, compared to net income of $36 million in 2016.

Segment net interest income decreased $123 million, primarily due to the inclusion of National Penn results for a portion of the earlier period, a decline in average PCI loans and an increase in short-term borrowings, partially offset by an increase in average securities.

Noninterest income increased $150 million, primarily driven by a $142 million improvement in FDIC loss share income as a result of terminating the loss share agreements in the third quarter of 2016. Also, there were increases in income related to assets for certain post-employment benefits and income from SBIC private equity investments, partially offset by securities gains recognized in the earlier period.

The allocated provision for credit losses decreased $18 million, primarily due to credit losses for PCI loans. Noninterest expense increased $457 million, primarily due to the first quarter 2017 loss of $392 million on the early extinguishment of higher-cost FHLB advances, as well as higher personnel expense driven by a change in allocation approach for capitalized loan origination costs and higher expense related to assets for certain post-employment benefits. Additionally, 2017 included a $100 million charitable contribution made to BB&T’s philanthropic fund compared to a $50 million charitable contribution in 2016. Other increases to noninterest expense include professional services and software expense, partially offset by an increase in allocated corporate expenses that were allocated to other operating segments, lower merger-related and restructuring charges, and a decline in outside IT services. The benefit for income taxes increased $213 million as the first quarter of 2017 included $35 million of excess tax benefits from equity-based compensation plans and the fourth quarter of 2017 included a net tax benefit of $43 million due to the impact of tax reform.

2016 compared to 2015
Community Banking Retail and Consumer Finance

CB-Retail had 2,196 banking offices at the end of 2016, an increase of 57 offices compared to December 31, 2015. The increase in offices was primarily driven by the acquisition of 126 branches with the acquisition of National Penn, partially offset by the consolidation of nearby financial centers and the closure of certain lower volume branches.

CB-Retail net income was $1.1 billion in 2016, an increase of $181 million, or 19.1%, compared to 2015, primarily driven by the National Penn and Susquehanna acquisitions.

Segment net interest income increased $489 million, primarily driven by acquisition activity, average deposit and loan growth and higher funding spreads on deposits, partially offset by lower credit spreads on loans. Noninterest income increased $12 million, primarily due to higher service charges on deposits, checkcard fees and bankcard and merchant discounts, partially offset by a decline in mortgage banking income.


The allocated provision for credit losses increased $110$27 million primarily due to the provision for unfunded commitments. Noninterest expense increased $1.2 billion primarily due to operating expenses related to the Merger, higher merger-related charges and incremental operating expenses related to the Merger, loss on early extinguishment of long-term debt, and elevated COVID-related expenses in 2020. The benefit for income taxes increased $306 million primarily due to a decline in the rate of improvement in credit trends, higher net charge-offs and loan growth. Noninterest expense increased $112 million, primarily driven by higher personnel expense, allocated corporate expenses, occupancy and equipment expense, and amortization of intangibles, all of which increased primarily due to acquisition activity. The increases were partially offset by a decline in operating charge-offs due to a net benefit of $73 million in 2016 related to the settlement of certain legacy mortgage matters involving the origination of mortgage loans insured by the FHA, a decline in loan-related expense due to a $31 million release of mortgage repurchase reserves in 2016, and lower professional services.pre-tax loss.


CB-Retail average loans and leases HFI increased $4.7 billion, or 8.0%, compared to the prior year primarily due to acquisition activity. Average residential mortgage loans increased $62 million, or 0.2%, average indirect loans grew $1.1 billion, or 6.7%, and average direct loans increased $2.7 billion, or 30.5%, primarily due to acquisitions.
Truist Financial Corporation 49


Community Banking Commercial


CB-Commercial net income was $735 million in 2016, an increase of $154 million, or 26.5%, compared to 2015, primarily driven by acquisitions.

Segment net interest income increased $339 million, primarily driven by acquisition activity, average loan and deposit growth and higher funding spreads on deposits, partially offset by lower credit spreads on loans.

The allocated provision for credit losses decreased $41 million, primarily due to lower net charge-offs and an improvement in credit trends. Noninterest expense increased $149 million, primarily driven by higher personnel expense, allocated corporate expenses and amortization of intangibles, all of which increased primarily due to acquisition activity.

CB-Commercial average loans and leases HFI increased $8.0 billion, or 19.6%, primarily driven by acquisition activity.

Financial Services and Commercial Finance
FS&CF net income was $376 million in 2016, an increase of $15 million, or 4.2%, compared to 2015.

Segment net interest income increased $100 million, primarily driven by higher loan and deposit balances and higher funding spreads on deposits, partially offset by lower credit spreads on loans. Noninterest income increased $102 million, primarily driven by higher trust and investment advisory revenues, commercial mortgage banking income, client and derivative income, operating lease income and investment banking and brokerage fees and commissions.

The allocated provision for credit losses increased $61 million, primarily driven by higher net charge-offs within the energy sector for the Corporate Banking loan portfolio. Noninterest expense increased $121 million, primarily due to higher personnel expense, depreciation on property held under operating leases, allocated corporate expenses and merger-related and restructuring charges.

FS&CF generated strong loan growth, with Corporate Banking’s average loans HFI increasing $2.1 billion, or 17.6%, compared to 2015, while BB&T Wealth’s average loans HFI increased $213 million, or 14.3%. Corporate Banking’s average transaction account deposits grew $495 million, or 31.3%, while BB&T Wealth grew transaction account balances by $743 million, or 19.9%, and money market and savings balances by $808 million, or 10.5%, compared to 2015, partially attributable to the ongoing identification and servicing of wealth clients in CB-Retail. Client invested assets totaled $143.7 billion as of December 31, 2016, an increase of $13.1 billion, or 10.0%, compared to 2015. Average loans HFI at Grandbridge increased $448 million, or 53.5%, compared to 2015 and increased 12.9% and 5.0%, respectively, for Equipment Finance and Governmental Finance.

Insurance Holdings and Premium Finance
IH&PF net income was $166 million in 2016, a decrease of $28 million, or 14.4%, compared to 2015.

Noninterest income increased $120 million, which primarily reflects the acquisition of Swett and Crawford and higher property and casualty insurance commissions, employee benefit commissions and life insurance commissions, partially offset by the sale of American Coastal in the second quarter of 2015.

Noninterest expense increased $154 million, primarily due to higher personnel expense and amortization of intangibles, which were driven by the Swett and Crawford acquisition. In addition, allocated corporate expenses increased. These increases were partially offset by lower business referral and insurance claims expense driven by the sale of American Coastal.

Other, Treasury and Corporate

OT&C net income was $36 million in 2016, a decrease of $3 million, or 7.7%, compared to 2015.

Segment net interest income decreased $203 million, primarily due to the inclusion of Susquehanna for a portion of the prior year and higher funding spreads credited to segments with deposits, partially offset by growth in the securities portfolio and the inclusion of National Penn for part of 2016.

Noninterest income increased $217 million, which reflects improved FDIC loss share income primarily due to the early termination in the third quarter of 2016, securities gains on the investment portfolio in 2016, the 2015 loss on sale of American Coastal and higher bank-owned life insurance income, partially offset by lower income from SBIC private equity investments.

Noninterest expense decreased $81 million, primarily due to a $172 million loss on early extinguishment of debt in 2015, the inclusion of Susquehanna for a portion of 2015, and an increase in allocated corporate expenses that were allocated to the operating segments. These declines were partially offset by higher personnel expense, occupancy and equipment expense, outside IT services and software expense, as well as higher regulatory charges and donations and contributions driven by the $50 million charitable contribution made in 2016. The benefit for income taxes fell $83 million, primarily driven by a $107 million tax benefit in 2015 as a result of a decision by the U.S. Court of Appeals related to previously disallowed deductions in connection with a financing transaction.

Analysis of Financial Condition

Investment Activities

BB&T’s board-approved
Truist’s Board-approved investment policy is carried out by the MRLCC, which meets regularly to review the economic environment and establish investment strategies. The MRLCC also has much broader responsibilities, which are discussed in the "Market Risk Management" section in "Management’s Discussion and Analysis of Financial Condition and Results of Operations."this MD&A.

Investment strategies are reviewed by the MRLCC based on the interest rate environment, balance sheet mix, actual and anticipated loan demand, funding opportunities and the overall interest rate sensitivity of the Company. In general, the goals of the investment portfolio are: (i) to provide a sufficient margin of liquid assets to meet unanticipated deposit and loan fluctuations and overall funds management objectives; (ii) to provide eligible securities to secure public funds, trust deposits as prescribed by law and other borrowings; and (iii) to earn an optimal return on funds invested commensurate with meeting the requirements of (i) and (ii) and consistent with ourthe Company’s risk appetite.

BranchTruist Bank invests in securities allowable under bank regulations. These securities may include obligations of the U.S. Treasury, U.S. government agencies, GSEs (including MBS), bank eligible obligations of any state or political subdivision, non-agency MBS, structured notes, bank eligible corporate obligations (including corporate debentures), commercial paper, negotiable CDs, bankers acceptances, mutual funds and limited types of equity securities. Branch Bank also may deal in securities subject to the provisions of the Gramm-Leach-Bliley Act. BB&T’s full-service brokerage and investment banking subsidiary engages in the underwriting, trading and sales of equity and debt securities subject to the risk management policies of the Company.

Table 14: Composition of Securities Portfolio
December 31,
(Dollars in millions)
20202019
AFS securities (at fair value):
U.S. Treasury$1,746 $2,276 
GSE1,917 1,881 
Agency MBS - residential113,541 68,236 
Agency MBS - commercial3,057 1,341 
States and political subdivisions493 585 
Non-agency MBS— 368 
Other34 40 
Total AFS securities$120,788 $74,727 


The following table provides information regarding the composition of the securities portfolio for the years presented:
Table 9
Composition of Securities Portfolio
   
  December 31,
(Dollars in millions) 2017 2016 2015
AFS securities (at fair value):      
U.S. Treasury $2,291
 $2,587
 $1,832
GSE 179
 180
 51
Agency MBS 20,101
 21,264
 20,046
States and political subdivisions 1,392
 2,205
 2,375
Non-agency MBS 576
 679
 989
Other 8
 11
 4
Total AFS securities 24,547

26,926

25,297
HTM securities (at amortized cost):  
  
  
U.S. Treasury 1,098
 1,098
 1,097
GSE 2,198
 2,197
 5,045
Agency MBS 19,660
 13,225
 12,267
States and political subdivisions 28
 110
 63
Other 43
 50
 58
Total HTM securities 23,027

16,680

18,530
Total securities $47,574

$43,606

$43,827

The securities portfolio totaled $47.6$120.8 billion at December 31, 2017,2020, compared to $43.6$74.7 billion at December 31, 2016.2019. The increase was due primarily to a $47.0 billion increase in Agency MBS. The increase in the overallAgency MBS portfolio was due to new purchasesincludes the redeployment of excess liquidity. During 2020, the Company sold non-Agency MBS, and reinvestments insold and reinvested residential Agency MBS. These sales were the HTM portfolio. A change inprimary drivers for the mix between AFS and HTM also contributed togains of $402 million for the increase in HTM securities.year ended December 31, 2020.

As of December 31, 2017,2020, approximately 5.8%1.9% of the securities portfolio was variable rate, compared to 7.5%3.6% as of December 31, 2016.2019. The effective duration of the securities portfolio was 4.0 years at December 31, 2020, compared to 4.7 years at December 31, 2017, compared to 4.8 years at the end of 2016. The duration of the securities portfolio excludes equity securities2019.

U.S. Treasury, GSE and certain non-agency MBS acquired from the FDIC.
Agency MBS represented 83.6%99.6% of the total securities portfolio at year-end 2017,as of December 31, 2020, compared to 79.1%98.7% as of the prior year end.

Refer to "Note 2. Securities" for additional disclosures related to the evaluation of securities for OTTI.
50 Truist Financial Corporation



The following table presents the securities portfolio at December 31, 2017,2020, segregated by major category of security holdings with ranges of maturities and average yields disclosed:
Table 15: Securities Yields by Major Category and Maturity
December 31, 2020
(Dollars in millions)
AFS
Fair ValueYield (1)
U.S. Treasury:  
Within one year$254 1.51 %
One to five years1,492 0.85 
Total1,746 0.95 
GSE:  
Within one year288 2.81 
One to five years1,553 2.20 
After ten years76 3.03 
Total1,917 2.33 
Agency MBS - residential: (2)  
One to five years2.77 
Five to ten years441 2.42 
After ten years113,099 1.95 
Total113,541 1.95 
Agency MBS - commercial: (2)
One to five years2.80 
Five to ten years10 2.86 
After ten years3,045 1.92 
Total3,057 1.93 
States and political subdivisions:  
Within one year29 3.54 
One to five years132 2.58 
Five to ten years115 4.58 
After ten years217 3.65 
Total493 3.57 
Other:  
Within one year1.83 
One to five years3.55 
After ten years26 1.70 
Total34 2.08 
Total securities$120,788 1.95 
Table 10
Securities Yields By Major Category and Maturity
   
  December 31, 2017
  AFS HTM
(Dollars in millions) Fair Value Effective Yield (1) Amortized Cost Effective Yield (1)
U.S. Treasury:        
Within one year $307
 1.21% $
 %
One to five years 246
 1.53
 1,098
 2.30
Five to ten years 1,738
 1.52
 
 
Total 2,291
 1.48
 1,098
 2.30
GSE:  
  
  
  
One to five years 26
 1.45
 1,136
 2.35
Five to ten years 141
 1.55
 1,062
 2.21
After ten years 12
 2.69
 
 
Total 179
 1.61
 2,198
 2.29
Agency MBS: (2)  
  
  
  
One to five years 1
 2.09
 
 
Five to ten years 16
 2.64
 31
 2.09
After ten years 20,084
 2.23
 19,629
 2.56
Total 20,101
 2.23
 19,660
 2.56
States and political subdivisions: (3)  
  
  
  
Within one year 20
 4.96
 
 
One to five years 223
 5.05
 2
 1.72
Five to ten years 446
 4.45
 18
 1.28
After ten years 703
 6.03
 8
 1.59
Total 1,392
 5.35
 28
 1.40
Non-agency MBS: (2)  
  
  
  
After ten years 576
 18.96
 
 
Total 576
 18.96
 
 
Other:  
  
  
  
Within one year 8
 1.09
 
 
One to five years 
 
 1
 2.03
After ten years 
 
 42
 2.79
Total 8
 1.09
 43
 2.78
Total securities $24,547
 2.73
 $23,027
 2.52
(1)Yields represent interest computed under the effective interest method on a TE basis using the federal income tax rate and the amortized cost of the securities.
(1)Yields represent interest computed using the effective interest method on a TE basis using marginal income tax rates and the amortized cost of the securities.
(2)For purposes of the maturity table, MBS, which are not due at a single maturity date, have been included in maturity groupings based on the contractual maturity. The expected life of MBS will differ from contractual maturities because borrowers may have the right to call or prepay the underlying mortgage loans.
(3)Weighted-average yield excludes the effect of pay-fixed swaps hedging municipal securities.

(2)For purposes of the maturity table, MBS, which are not due at a single maturity date, have been included in maturity groupings based on the contractual maturity. The expected life of MBS will differ from contractual maturities because borrowers may have the right to call or prepay the underlying mortgage loans.

Lending Activities

The primary goal
Truist strives to meet the credit needs of the BB&T lending function is to helpits clients achieve their financial goals by providing qualitywhile pursuing a balanced strategy of loan products that are fair to the clientprofitability, loan growth and profitable to the Company.loan quality. Management believes that this purpose can best be accomplished by building strong profitable client relationships over time with BB&T becoming an important contributor to the prosperity and well-being of its clients. In addition to the importance placed on client knowledge and continuous involvement with clients, BB&T’s lending process incorporates the standards of a consistent company-wide credit culture and andeveloping in-depth local market knowledge. Furthermore, theThe Company employs strict underwriting criteria governing the degree of risk assumed risk and the diversity of the loan portfolio in terms of type, industry and geographical concentration. In this context, BB&T strives

Truist lends to meeta diverse client base that is geographically dispersed to mitigate concentration risk arising from local and regional economic downturns. International loans were immaterial as of December 31, 2020 and 2019. The following discussion provides additional information on the Company's loan and lease portfolios. Refer to the "Risk Management" section for a discussion of the credit needsrisk management policies used to manage the portfolios.

Commercial Loan and Lease Portfolio

Commercial loans and leases represent the largest category of the Company's loan and lease portfolio. Commercial Community Banking generally targets small-to-middle market businesses with annual sales between $2 million and $500 million, while CIB provides lending solutions to large commercial clients. The commercial loan and lease portfolio consists of lending to public and private business clients and is composed of commercial and industrial, owner occupied, equipment leasing and financing and commercial real estate, as well as government and institutional financing.
Truist Financial Corporation 51



In accordance with the Company's lending policy, each commercial loan undergoes a detailed underwriting process. Commercial loans are typically priced with an interest rate tied to market indices, such as the prime rate, LIBOR, or SOFR and are individually monitored and reviewed for deterioration in the ability of the client to repay the loan. The majority of Truist's commercial loans are secured by real estate, business equipment, inventories and other types of collateral.

Residential Mortgage Loan Portfolio

Truist Bank offers various types of fixed and adjustable-rate loans for the purpose of constructing, purchasing or refinancing residential properties. Truist primarily originates conforming mortgage loans and higher quality jumbo and construction-to-permanent loans for owner-occupied properties. Conforming loans are loans that are underwritten in accordance with the underwriting standards set forth by FNMA and FHLMC. They are generally collateralized by one-to-four-family residential real estate, typically have loan-to-collateral value ratios of 80% or less at origination, or have mortgage insurance as required by investors and are made to borrowers in good credit standing.

Risks associated with mortgage lending include interest rate risk, which is mitigated through the sale of a substantial portion of conforming fixed-rate loans in the secondary mortgage market and an effective MSR hedging process. Credit risk is managed through rigorous underwriting procedures and mortgage insurance. The right to service the loans and receive servicing income is generally retained when conforming loans are sold. Management believes that the retention of mortgage servicing is a relationship driver in retail banking and a part of management's strategy to establish long-term client relationships and offer high quality client service. Truist also purchases residential mortgage loans from correspondent originators. The loans purchased from third party originators are subject to substantially the same underwriting and risk-management criteria as loans originated internally.

Residential Home Equity and Direct Loan Portfolio

The residential home equity and direct loan portfolio is composed of a wide variety of secured and unsecured loans offered through Truist’s branch network, as well as loans originated by LightStream, Truist’s national online consumer lending division. Loans originated through the Truist branch network include revolving home equity lines of credit secured by first or second liens on residential real estate and certain other secured and unsecured lending marketed to qualifying clients and other creditworthy candidates in Truist’s market areas. LightStream provides fixed-rate, unsecured lending to consumers with strong credit through its proprietary online loan origination system.

Indirect Auto Loan Portfolio

The indirect auto portfolio primarily includes secured indirect installment loans to consumers for the purchase of new and used automobiles. The indirect auto portfolio also includes nonprime and near prime automobile finance. Such loans are originated through approved franchised and independent dealers throughout the Truist market area and nationally through Regional Acceptance Corporation. These loans are relatively homogeneous and no single loan is individually significant in terms of its size and potential risk of loss. Indirect auto loans are subject to rigorous lending policies and procedures and are underwritten with note amounts and credit limits that are consistent with the Company's risk philosophy. In addition to its normal underwriting due diligence, Truist uses application systems and scoring systems to help underwrite and manage the credit risk in its indirect auto portfolio.

Indirect Other Loan Portfolio

The indirect other portfolio includes secured indirect installment loans to consumers for the purchase of new and used boats and recreational vehicles. The indirect other portfolio also includes small ticket consumer lending related to the purchase of power sports equipment. These loans are relatively homogeneous and no single loan is individually significant in terms of its size and potential risk of loss. These loans are subject to similar rigorous lending policies and procedures as the indirect auto loan portfolio. The indirect other loan portfolio also includes other indirect lending to consumers to finance home improvements, furniture purchases, and certain elective health-care services. These loans are originated in accordance with strict underwriting criteria as determined by Truist.

Student Loan Portfolio

The student loan portfolio is composed of government guaranteed student loans and certain private student loans originated by third parties. The government guarantee mitigates substantially all of the risk related to principal and interest repayment for this component of the portfolio. Private student loans were purchased from third party originators with credit enhancements that partially mitigate the Company’s credit exposure.

52 Truist Financial Corporation


Credit Card Loan Portfolio

The credit card portfolio consists of the outstanding balances on credit cards. Truist markets while pursuingcredit cards to its existing client base and does not solicit cardholders through nationwide programs or other forms of mass marketing. Such balances are generally unsecured and actively managed.

PCI

Prior to the adoption of CECL, the PCI balance included loans acquired with credit deterioration subsequent to origination as well as loans that were formerly covered by loss sharing agreements. In connection with the adoption of CECL, all loans previously in the PCI portfolio became PCD loans and were transferred to their respective portfolios.

Refer to "Note 5. Loans and ACL" for additional information.

The following table summarizes the loan portfolio:
Table 16: Loans and Leases as of Period End
December 31,
(Dollars in millions)
20202019201820172016
Commercial:
Commercial and industrial$138,354 $130,180 $61,935 $59,153 $57,739 
CRE26,595 26,832 16,808 17,173 15,945 
Commercial construction6,491 6,205 4,252 4,090 3,819 
Lease financing5,240 6,122 2,018 1,911 1,677 
Consumer:
Residential mortgage47,272 52,071 31,393 28,725 29,921 
Residential home equity and direct26,064 27,044 11,775 12,088 12,295 
Indirect auto26,150 24,442 11,282 11,641 13,342 
Indirect other11,177 11,100 6,143 5,594 5,222 
Student7,552 6,743 — — — 
Credit card4,839 5,619 2,941 2,675 2,452 
PCI— 3,484 466 651 910 
Total loans and leases HFI299,734 299,842 149,013 143,701 143,322 
LHFS6,059 8,373 988 1,099 1,716 
Total loans and leases$305,793 $308,215 $150,001 $144,800 $145,038 

Loans and leases HFI were $299.7 billion at December 31, 2020, down $108 million compared to 2019.

Commercial loans increased $7.3 billion during 2020. The growth in the commercial portfolio was primarily in commercial and industrial loans and reflects PPP loan originations, which was partially offset by lower utilization of commercial lines. Truist served as the fourth largest PPP lender in 2020. The carrying value of PPP loans was $11.0 billion as of December 31, 2020. Additionally, within the commercial and industrial portfolio, Truist experienced growth in loans from mortgage warehouse lending due to the decline in rates and increased refinance activity. Growth in commercial portfolios was partially offset by a balanced strategydecline in dealer floor plan lending and the transfer of loan profitability, loan growth and loan quality.

During 2017, the classification$1.0 billion of certain loans and leases to held for sale related to the decision to exit a small ticket loan and lease portfolio.

Consumer loans decreased $3.2 billion during 2020 primarily those previously categorizeddue to refinance activity resulting in a decline in residential mortgages and residential home equity and direct loans. This was partially offset by an increase in indirect auto due to expanded client offerings and an improving credit environment.

Credit card loans decreased $780 million during 2020 due to lower business and consumer spending as other lending subsidiaries, was reviseda result of COVID-19.

LHFS decreased $2.3 billion during 2020 primarily due to better reflect the naturesale of loans that had been placed in LHFS after the close of the underlying loans. Prior period amounts were reclassifiedMerger and the branch divestiture in connection with the Merger, partially offset by the transfer of $1.0 billion to conformLHFS due to the current presentation.decision to exit a small ticket loan and lease portfolio.


Truist Financial Corporation 53


Table 11
Quarterly Average Balances of Loans and Leases
   
  For the Three Months Ended
(Dollars in millions) 12/31/2017 9/30/2017 6/30/2017 3/31/2017 12/31/2016
Commercial:          
Commercial and industrial $58,478
 $58,211
 $58,150
 $57,125
 $57,226
CRE 20,998
 20,776
 20,304
 19,892
 19,830
Lease financing 1,851
 1,732
 1,664
 1,653
 1,570
Retail:          
Residential mortgage 28,559
 28,924
 29,392
 29,701
 30,044
Direct 11,901
 11,960
 12,000
 12,014
 12,046
Indirect 17,426
 17,678
 18,127
 18,137
 18,041
Revolving credit 2,759
 2,668
 2,612
 2,607
 2,608
PCI 689
 742
 825
 883
 974
Total loans and leases HFI 142,661
 142,691
 143,074
 142,012
 142,339
LHFS 1,428
 1,490
 1,253
 1,686
 2,230
Total loans and leases $144,089
 $144,181
 $144,327
 $143,698
 $144,569
The following table presents a summary of the commercial loan portfolio, segregated by contractual maturities and interest rate terms. Determinations of maturities are based on contractual terms. Truist's credit policy typically does not permit automatic renewal of loans. At the scheduled maturity date (including balloon payment date), the client generally must request a new loan to replace the matured loan and execute either a new note or note modification with rate, terms and conditions negotiated at that time.
Table 17: Commercial Loan Maturities
December 31, 2020
(Dollars in millions)
1 Year or Less1 to 5 YearsAfter 5 YearsTotal
Fixed rate:   
Commercial and industrial$4,776 $21,910 $18,383 $45,069 
CRE359 2,296 2,273 4,928 
Commercial construction10 85 116 211 
Lease financing189 1,876 1,807 3,872 
Total fixed rate5,334 26,167 22,579 54,080 
Variable rate:   
Commercial and industrial20,610 54,435 18,240 93,285 
CRE3,354 12,364 5,949 21,667 
Commercial construction1,738 4,054 488 6,280 
Lease financing147 315 906 1,368 
Total variable rate25,849 71,168 25,583 122,600 
Total commercial loans and leases$31,183 $97,335 $48,162 $176,680 

Certain residential mortgage loans have an initial period where the borrower is only required to pay the periodic interest. After the interest-only period, the loan will require the payment of both interest and principal over the remaining term. The outstanding balances of variable rate residential mortgage loans in the interest-only phase were approximately $358 million and $392 million at December 31, 2020 and December 31, 2019, respectively.

The following table presents the composition of average loans and leases for each of the last five quarters:
Table 18: Average Loans and Leases
For the Three Months Ended
(Dollars in millions)
Dec 31, 2020Sep 30, 2020Jun 30, 2020Mar 31, 2020Dec 31, 2019
Commercial:
Commercial and industrial$139,223 $143,452 $152,991 $131,743 $81,853 
CRE27,030 27,761 27,804 27,046 19,896 
Commercial construction6,616 6,861 6,748 6,409 4,506 
Lease financing5,401 5,626 5,922 6,070 3,357 
Consumer:
Residential mortgage48,847 51,500 52,380 52,993 34,824 
Residential home equity and direct26,327 26,726 27,199 27,564 15,810 
Indirect auto25,788 24,732 24,721 24,975 15,390 
Indirect other11,291 11,530 11,282 10,950 7,772 
Student7,519 7,446 7,633 7,787 1,825 
Credit card4,818 4,810 4,949 5,534 3,788 
PCI— — — — 1,220 
Total average loans and leases HFI$302,860 $310,444 $321,629 $301,071 $190,241 

Average loans and leases held for investment for the fourth quarter of 20172020 were $142.7$302.9 billion, down $30 million, or 0.1 percent annualized$7.6 billion compared to the third quarter of 2017.2020.


Average commercial loans decreased $5.4 billion, primarily in commercial and industrial loans increased $267 million, while average CRE increased $222 million. Average lease financing increased $119 million due to strong production from our leasing businesses. paydowns on commercial lines. This was partially offset by growth in mortgage warehouse lending, dealer floor plan lending and governmental finance loans. The carrying value of PPP loans was down $1.4 billion compared to September 30, 2020, which resulted in a decline of $304 million in average PPP loans compared to the average for the third quarter of 2020. In addition, average commercial loans were impacted by the transfer of $1.0 billion of certain loans and leases to held for sale, which resulted in a decline in the average balance of $323 million compared to the third quarter of 2020.

Average revolving credit increased $91 million,consumer loans decreased $2.2 billion primarily due to seasonal spending.seasonally lower loan production and refinance activity resulting in a decline in residential mortgages and residential home equity and direct loans. This was partially offset by an increase in indirect auto loans.


Average
54 Truist Financial Corporation


COVID-19 Lending Activities

The CARES Act created the PPP, which has temporarily expanded the Small Business Administration’s business loan guarantee program. The CARES Act additionally includes provisions that were designed to encourage financial institutions to support borrowers impacted by COVID-19. These modifications are generally not considered a TDR as disclosed in "Note 1. Basis of Presentation." Payment relief assistance includes forbearance, deferrals, extension and re-aging programs, along with certain other modification strategies. The following table provides a summary of accommodations as of December 31, 2020:
Table 19: Client Accommodations (1)
Active AccommodationsExited Accommodations
December 31, 2020
(Dollars in millions)
Total CountOutstanding BalanceOutstanding Balance% Paid-off or Current (2)Types of Accommodations
Commercial835 $274 $21,239 97.2 %Clients may elect to defer loan or lease payments for up to 90 days without late fees being incurred but with finance charges continuing to accrue.
Consumer123,191 3,729 8,062 90.8 Clients may elect to defer loan payments for time periods that generally range from 30 to 90 days without late fees being incurred but with finance charges generally continuing to accrue. The Company’s residential mortgage forbearance program generally provides up to 180 days of relief, provided that additional relief may be provided in certain circumstances.
Credit card5,996 31 187 88.5 Clients may elect to defer payments for up to 90 days without late fees being incurred but with finance charges accruing. In addition, Truist provided credit card clients with 5% cash back on qualifying card purchases for certain important basic needs.
Total130,022 $4,034 $29,488 
(1)Excludes approximately 46,000 of active accommodations related to government guaranteed loans totaling approximately $2.3 billion.
(2)Calculated based on accommodation count; includes loans that are less than 30 days past due.

The following table provides a summary of the Company’s exposure related to loans that have exited accommodations:
Table 20: Accommodations Exposure
December 31, 2020
(Dollars in billions)
Exposure
Current$28,571 
Past due and still accruing545 
Nonperforming372 
Total$29,488 

The following table provides a summary of exposure to industries that management believes are most vulnerable in the current economic environment. These selected industry exposures represent 9.0% of loans held for investment at December 31, 2020. Truist is actively managing these portfolios and will continue to make underwriting or risk acceptance adjustments as appropriate. These exposures decreased $0.8 billion or 2.6% during the fourth quarter. In addition, management is closely monitoring its leveraged lending and small secured real estate portfolios which comprised 3.1% and 1.5% of loans held for investment at December 31, 2020, respectfully.
Table 21: Selected Credit Exposures
December 31, 2020
(Dollars in billions)
Outstanding BalancePercentage of Loans HFI
Hotels, Resorts & Cruise Lines$6.5 2.2 %
Senior Care6.2 2.1 
Oil & Gas Portfolio4.9 1.6 
Acute Care Facilities4.6 1.5 
Restaurants2.9 1.0 
Sensitive Retail2.0 0.6 
Total$27.1 9.0 %
Other exposures (included in industries above):
Leveraged lending$9.4 3.1 %
Small secured real estate4.4 1.5 

Truist Financial Corporation 55


Asset Quality

The following tables summarize asset quality information for each of the last five years:
Table 22: Asset Quality
December 31,
(Dollars in millions)
20202019201820172016
NPAs:  
NPLs:  
Commercial and industrial$532 $212 $200 $259 $369 
CRE75 10 63 37 40 
Commercial construction14 — 17 
Lease financing28 
Residential mortgage316 55 119 129 172 
Residential home equity and direct205 67 53 64 63 
Indirect auto155 100 82 71 71 
Indirect other— — 
Total NPLs HFI1,330 454 522 570 736 
Loans held for sale107 — — — 
Total nonaccrual loans and leases1,335 561 522 570 736 
Foreclosed real estate20 82 35 32 50 
Other foreclosed property32 41 28 25 27 
Total nonperforming assets$1,387 $684 $585 $627 $813 
TDRs:  
Performing TDRs:
Commercial and industrial$78 $47 $65 $50 $57 
CRE47 11 16 
Commercial construction— 37 
Lease financing60 — — — — 
Residential mortgage648 470 656 605 769 
Residential home equity and direct88 51 56 63 69 
Indirect auto392 333 299 274 234 
Indirect other
Student— — — — 
Credit card37 31 27 28 27 
Total performing TDRs$1,361 $980 $1,119 $1,043 $1,187 
Nonperforming TDRs164 82 176 189 184 
Total TDRs$1,525 $1,062 $1,295 $1,232 $1,371 
Loans 90 days or more past due and still accruing: (1)
Commercial and industrial$13 $$— $$— 
CRE— — — — 
Residential mortgage841 543 405 465 522 
Residential home equity and direct10 
Indirect auto11 
Indirect other— — 
Student1,111 188 — — — 
Credit card29 22 13 12 12 
PCI— 1,218 30 57 90 
Total loans 90 days or more past due and still accruing$2,008 $1,994 $462 $548 $636 
Loans 30-89 days past due and still accruing: (1)  
Commercial and industrial$83 $94 $34 $41 $44 
CRE14 
Commercial construction— 
Lease financing
Residential mortgage782 498 456 472 525 
Residential home equity and direct98 122 63 67 62 
Indirect auto495 560 390 373 347 
Indirect other68 85 46 39 30 
Student618 650 — — — 
Credit card51 56 26 21 21 
PCI— 140 23 27 36 
Total loans 30-89 days past due and still accruing$2,220 $2,213 $1,044 $1,052 $1,077 
(1)The past due status of loans that received a deferral under the CARES Act is generally frozen during the deferral period.
56 Truist Financial Corporation


Nonperforming assets totaled $1.4 billion at December 31, 2020, up $703 million compared to December 31, 2019 primarily from the adoption of CECL, which resulted in the discontinuation of the pool-level accounting for PCI loans and replaced that with a loan-level evaluation for nonaccrual status. As of December 31, 2019, there was approximately $500 million of PCI loans that would have been classified as nonperforming had the Company evaluated accrual status on a loan level basis. The remaining increase in nonperforming loans held for investment is primarily in commercial and industrial loans and an increase in nonperforming mortgage loans due to loans exiting certain accommodation programs related to the CARES Act. Nonperforming loans and leases represented 0.44% of total loans and leases, up 26 basis points compared to December 31, 2019.

Performing TDRs were up $381 million compared to the prior year primarily in residential mortgage, lease financing and indirect auto loans. This increase primarily reflects the application of acquisition accounting related to the Merger, which resulted in the removal of the TDR designation on all loans that were restructured by SunTrust prior to the Merger date.

Loans 90 days or more past due and still accruing totaled $2.0 billion at December 31, 2020, relatively flat compared to the prior year. In connection with the discontinuation of pool level accounting for PCI loans, loans 90 days or more past due and still accruing decreased as loan-level evaluations resulted in certain loans being placed in nonaccrual status. This decrease was partially offset by an increase in government guaranteed student loans. Additionally, residential mortgage loans decreased $365 million as the majority of conforming loans continue to be sold in the secondary market. In addition, average indirect loans decreased $252 million,90 days or more past due increased primarily due to strategic optimizationthe repurchase of delinquent government guaranteed loans. The ratio of loans 90 days or more past due and directing investments toward higher-yielding assets.still accruing as a percentage of loans and leases was 0.67% at December 31, 2020, an increase of 1 basis point from the prior year. Excluding government guaranteed and PCI loans, the ratio of loans 90 days or more past due and still accruing as a percentage of loans and leases was 0.04% at December 31, 2020, up 1 basis point from December 31, 2019.


Loans 30-89 days past due and still accruing totaled $2.2 billion at December 31, 2020, relatively flat compared to the prior year. Loans 30-89 days past due reflects a decrease in PCI loans, offset by a corresponding increase in the portfolios where these loans were transferred in connection with the implementation of CECL. The ratio of loans 30-89 days or more past due and still accruing as a percentage of loans and leases was 0.74% at December 31, 2020, flat compared to the prior year.

Problem loans include NPLs and loans that are 90 days or more past due and still accruing as disclosed in Table 22. In addition, for the commercial portfolio segment, loans that are rated special mention or substandard performing are closely monitored by management as potential problem loans. Refer to "Note 5. Loans and ACL" for additional disclosures related to these potential problem loans.
Table 23: Asset Quality Ratios
As Of / For The Year Ended December 31,20202019201820172016
Loans 30-89 days past due and still accruing as a percentage of loans and leases HFI0.74 %0.74 %0.70 %0.73 %0.75 %
Loans 90 days or more past due and still accruing as a percentage of loans and leases HFI0.67 0.66 0.31 0.38 0.44 
NPLs as a percentage of loans and leases HFI0.44 0.15 0.35 0.40 0.51 
Nonperforming loans and leases as a percentage of loans and leases (1)0.44 0.18 0.35 0.40 0.51 
NPAs as a percentage of:
Total assets (1)0.27 0.14 0.26 0.28 0.37 
Loans and leases HFI plus foreclosed property0.46 0.19 0.39 0.44 0.57 
Net charge-offs as a percentage of average loans and leases HFI0.36 0.40 0.36 0.38 0.38 
ALLL as a percentage of loans and leases HFI1.95 0.52 1.05 1.04 1.04 
Ratio of ALLL to:
Net charge-offs5.21x2.44x2.98x2.78x2.80x
NPLs4.39x3.41x2.99x2.62x2.03x
Loans 90 days or more past due and still accruing as a percentage of loans and leases HFI excluding PPP, other government guaranteed and PCI loans(2)0.04 %0.03 %0.04 %0.05 %0.07 %
Applicable ratios are annualized.
(1)Includes LHFS.
(2)This asset quality ratio has been adjusted to remove the impact of government guaranteed mortgage, student and PPP loans, and PCI, as applicable. Management believes the inclusion of such assets in this asset quality ratio results in distortion of this ratio such that it might not be reflective of asset collectability or might not be comparable to other periods presented or to other portfolios that do not have government guarantees or were not impacted by PCI accounting requirements.

Truist Financial Corporation 57


The following table presents activity related to NPAs:
Table 24: Rollforward of NPAs
(Dollars in millions)20202019
Balance, January 1$684 $585 
New NPAs (1)3,247 1,499 
Advances and principal increases299 143 
Disposals of foreclosed assets (2)(432)(479)
Disposals of NPLs (3)(712)(239)
Charge-offs and losses(578)(295)
Payments(766)(392)
Transfers to performing status(339)(137)
Other, net(16)(1)
Ending balance, December 31$1,387 $684 
(1)For 2020, includes approximately $500 million of loans previously classified as PCI that would have otherwise been nonperforming as of December 31, 2019.
(2)Includes charge-offs and losses recorded upon sale of $139 million and $228 million for the year ended December 31, 2020 and 2019, respectively.
(3)Includes charge-offs and losses recorded upon sale of $132 million and $39 million for the year ended December 31, 2020 and 2019, respectively.

TDRs occur when a borrower is experiencing, or is expected to experience, financial difficulties in the near term and a concession has been granted to the borrower. As a result, Truist works with variableborrowers to prevent further difficulties and to improve the likelihood of recovery on a loan. To facilitate this process, a concessionary modification that would not otherwise be considered may be granted, resulting in classification of the loan as a TDR. In accordance with the CARES Act, Truist implemented loan modification programs in response to the COVID-19 pandemic in order to provide borrowers with flexibility with respect to repayment terms. Payment relief assistance provided by Truist includes forbearance, deferrals, extension and re-aging programs, along with certain other modification strategies. The Company adopted certain provisions of the CARES Act and other regulatory guidance that provide relief from the requirement to apply TDR accounting to (1) certain modifications of federally backed mortgages upon request from the borrower, and (2) certain modifications of other non-federally backed mortgages for borrowers impacted by the COVID-19 pandemic that were less than 30 days past due at December 31, 2019. Refer to "Note 1. Basis of Presentation" for Truist’s policy related to TDRs and COVID-19 loan modifications.

TDRs identified by SunTrust prior to the Merger date are not included in Truist's TDR disclosure because all such loans were recorded at fair value and a new accounting basis was established as of the Merger date. Subsequent modifications are evaluated for potential treatment as TDRs in accordance with Truist's accounting policies.

The following table provides a summary of performing TDR activity:
Table 25: Rollforward of Performing TDRs
(Dollars in millions)20202019
Balance, January 1$980 $1,119 
Inflows933 576 
Payments and payoffs (1)(194)(214)
Charge-offs(44)(67)
Transfers to nonperforming TDRs (2)(78)(77)
Removal due to the passage of time(8)(18)
Non-concessionary re-modifications(3)(8)
Transferred to LHFS, sold and other(225)(331)
Balance, December 31$1,361 $980 
(1)Includes scheduled principal payments, prepayments and payoffs of amounts outstanding.
(2)Represent loans that no longer meet the requirements necessary to reflect the loan in accruing status.

TDR classification may be removed due to the passage of time if the loan: (i) did not include a forgiveness of principal or interest, rates:(ii) has performed in accordance with the modified terms (generally a minimum of six months), (iii) was reported as a TDR over a year-end reporting period, and (iv) reflected an interest rate on the modified loan that was no less than a market rate at the date of modification. TDR classification may also be removed for an accruing loan upon the occurrence of a subsequent non-concessionary modification granted at market terms and within current underwriting guidelines. In connection with consumer TDRs, a NPL will be returned to accruing status when (i) the borrower has resumed paying the full amount of the scheduled contractual interest and principal payments, (ii) management concludes that all principal and interest amounts contractually due (including arrearages) are reasonably assured of repayment, and (iii) there is a sustained period of repayment performance, generally a minimum of six months.
58 Truist Financial Corporation


Table 12
Variable Rate Loans (Excluding PCI and LHFS)
        
December 31, 2017 Outstanding Balance Wtd. Avg. Contractual Rate Wtd. Avg. Remaining Term (1)
(Dollars in millions)   
Commercial:       
Commercial and industrial $38,562
 3.13% 4.1
yrs
CRE 16,046
 3.94
 4.0
 
Lease financing 133
 3.22
 5.6
 
Retail:  
  
  
 
Residential mortgage 5,148
 3.62
 24.4
 
Direct 9,777
 4.43
 8.0
 
Indirect 20
 4.06
 NM
 
Revolving credit 2,552
 10.86
 NM
 
(1)Commercial and industrial loans and direct loans totaling $1.7 billion and $100 million, respectively, have been excluded from the weighted average remaining term because they are callable on demand.


The following table provides further details regarding the payment status of TDRs outstanding at December 31, 2020:
Table 26: Payment Status of TDRs (1)
December 31, 2020
(Dollars in millions)
CurrentPast Due 30-89 DaysPast Due 90 Days Or MoreTotal
Performing TDRs:       
Commercial:
Commercial and industrial$77 98.7 %$— — %$1.3 %$78 
CRE47 100.0 — — — — 47 
Commercial construction— — — — — — — 
Lease financing60 100.0 — — — — 60 
Consumer:
Residential mortgage383 59.1 107 16.5 158 24.4 648 
Residential home equity and direct82 93.2 5.7 1.1 88 
Indirect auto333 84.9 59 15.1 — — 392 
Indirect other83.3 16.7 — — 
Student100.0 — — — — 
Credit card32 86.5 8.1 5.4 37 
Total performing TDRs1,024 75.2 175 12.9 162 11.9 1,361 
Nonperforming TDRs76 46.3 20 12.2 68 41.5 164 
Total TDRs$1,100 72.1 $195 12.8 $230 15.1 $1,525 
(1)Past due performing TDRs are included in past due disclosures and nonperforming TDRs are included in NPL disclosures.

Truist Financial Corporation 59


ACL

Activity related to the ACL is presented in the following tables:
Table 27: Activity in ACL

(Dollars in millions)
20202019201820172016
Balance, beginning of period$1,889 $1,651 $1,609 $1,599 $1,550 
CECL adoption - impact to retained earnings before tax2,762 — — — — 
CECL adoption - reserves on PCD assets378 — — — — 
Provision for credit losses2,335 615 566 547 572 
Charge-offs:  
Commercial and industrial(358)(90)(92)(95)(143)
CRE(78)(33)(10)(8)(8)
Commercial construction(30)— (3)(2)(1)
Lease financing(54)(11)(4)(5)(6)
Residential mortgage(56)(21)(21)(47)(40)
Residential home equity and direct(231)(93)(79)(69)(61)
Indirect auto(378)(370)(342)(355)(315)
Indirect other(60)(62)(49)(47)(51)
Student(23)— — — — 
Credit card(182)(109)(76)(68)(61)
PCI— — (2)(1)(15)
Total charge-offs(1,450)(789)(678)(697)(701)
Recoveries:  
Commercial and industrial92 25 39 36 44 
CRE
Commercial construction11 10 
Lease financing
Residential mortgage10 
Residential home equity and direct66 30 25 27 28 
Indirect auto87 52 49 46 44 
Indirect other23 17 13 14 11 
Student— — — — 
Credit card32 20 17 17 18 
Total recoveries331 155 154 160 169 
Net charge-offs(1,119)(634)(524)(537)(532)
Other(46)257 — — 
Balance, end of period$6,199 $1,889 $1,651 $1,609 $1,599 
ALLL (excluding PCD / PCI loans)$5,668 $1,541 $1,549 $1,462 $1,445 
ALLL for PCD / PCI loans167 28 44 
RUFC364 340 93 119 110 
Total ACL$6,199 $1,889 $1,651 $1,609 $1,599 

The ACL totaled $6.2 billion at December 31, 2020, compared to $1.9 billion at December 31, 2019. The increase in the allowance for credit losses was primarily due to the adoption of CECL. Upon adoption, the Company recorded a $3.1 billion increase in the allowance for credit losses, including $2.8 billion that was charged to retained earnings before tax, and $378 million related to the gross up for PCD loans. The remaining increase in the allowance for credit losses primarily reflects deteriorated economic conditions. As of December 31, 2017, approximately $1262020, the allowance for loan and lease losses was 1.95% of loans and leases held for investment. The allowance for credit losses includes $5.8 billion for loans and leases and $364 million for the reserve for unfunded commitments.

At December 31, 2020, the allowance for loan and lease losses was 4.39 times nonperforming loans and leases held for investment, compared to 3.41 times at December 31, 2019. At December 31, 2020, the allowance for loan and lease losses was 5.21 times annualized net charge-offs, compared to 2.44 times at December 31, 2019.
60 Truist Financial Corporation


Net charge-offs during 2020 totaled $1.1 billion, up $485 million compared to the prior year. The increase in net charge-offs primarily reflects the Merger. As a percentage of average loans and leases, annualized net charge-offs were 0.36%, down four basis points compared to the prior year. Current year net charge-offs include $97 million of variable rate residential mortgagecharge-offs related to the implementation of CECL, which required a gross-up of loan carrying values in connection with the establishment of an allowance on PCD loans. Management performed a comprehensive review of PCD assets during the year and concluded in certain situations that a charge-off was required. Excluding these additional charge-offs, net charge-offs would have been an annualized 0.33% of average loans are currently inand leases for 2020, down seven basis points compared to the prior year.

The following table presents an interest-only phase. Approximately 95.0% of these balances will begin amortizing within the next three years. Variable rate residential mortgage loans typically reset every 12 months beginning after a 3 to 10 year fixed period, with an annual cap on rate changes ranging from 2.0% to 6.0%.
As of December 31, 2017, the direct lending portfolio includes $8.5 billion of variable rate home equity lines, $1.0 billion of variable rate other lines of credit and $255 million of variable rate loans. Approximately $6.5 billionallocation of the variable rate home equity lines is currently in the interest-only phase and approximately 9.4% of these balances will begin amortizing within the next three years. Approximately $911 millionALLL. The entire amount of the outstanding balanceallowance is available to absorb losses occurring in any category of variable rate other lines of credit is in the interest-only phaseloans and 17.0% of these balances will begin amortizing within the next three years. Variable rate home equity lines and other lines of credit typically reset on a monthly basis.leases.
Table 28: Allocation of ALLL by Category
20202019201820172016
December 31,
(Dollars in millions)
Amount% Loans in Each CategoryAmount% Loans in Each CategoryAmount% Loans in each categoryAmount% Loans in each categoryAmount% Loans in each category
Commercial and industrial$2,156 46.2 %$560 43.4 %$546 41.4 %$522 41.1 %$530 40.4 %
CRE573 8.9 150 8.9 142 11.3 118 12.0 120 11.1 
Commercial construction81 2.2 52 2.1 48 2.9 42 2.8 25 2.7 
Lease financing48 1.7 10 2.0 11 1.4 1.3 1.2 
Residential mortgage368 15.8 176 17.4 232 21.1 209 20.0 227 20.8 
Residential home equity and direct714 8.7 107 9.0 104 7.9 113 8.4 111 8.6 
Indirect auto1,198 8.7 304 8.2 298 7.6 296 8.1 273 9.3 
Indirect other208 3.7 60 3.7 58 4.1 52 3.9 54 3.6 
Student130 2.5 — 2.2 — — — — — — 
Credit card359 1.6 122 1.9 110 2.0 101 1.9 98 1.7 
PCI— — 1.2 0.3 28 0.5 44 0.6 
Total ALLL5,835 100.0 %1,549 100.0 %1,558 100.0 %1,490 100.0 %1,489 100.0 %
RUFC364  340  93 119 110 
Total ACL$6,199  $1,889  $1,651 $1,609 $1,599 


BB&TTruist monitors the performance of its home equity loans and lines secured by second liens similarly to other consumer loans and utilizes assumptions specific to these loans in determining the necessary ALLL. BB&TTruist also receives notification when the first lien holder, whether BB&TTruist or another financial institution, has initiated foreclosure proceedings against the borrower. When notified that the first lien is in the process of foreclosure, BB&TTruist obtains valuations to determine if any additional charge-offs or reserves are warranted. These valuations are updated at least annually thereafter.

BB&TTruist has limited ability to monitor the delinquency status of the first lien, unless the first lien is held or serviced by BB&T.Truist. As a result, using migration assumptions that are based on historical experience and adjusted for current trends, BB&TTruist estimates the volume of second lien positions where the first lien is delinquent and adjusts the ALLL to reflect the increased risk of loss on these credits. Finally, BB&TTruist also provides additional reserves tofor second lien positions when the estimated combined current loan to value ratio for the credit exceeds 100%. As of December 31, 2017, BB&T2020, Truist held or serviced the first lien on 30.4%30.6% of its second lien positions.

BB&T lends to a diverse customer base that is substantially located within the Company’s primary market area. At the same time, the loan portfolio is geographically dispersed throughout BB&T’s branch network to mitigate concentration risk arising from local and regional economic downturns. Refer to the "Risk Management" section for a discussion of each of the loan portfolios and the credit risk management policies used to manage the portfolios.
Truist Financial Corporation 61



Other Assets

The following table summarizes the loan portfolio:
Table 13
Composition of Loan and Lease Portfolio
   
  December 31,
(Dollars in millions) 2017 2016 2015 2014 2013
Commercial:          
Commercial and industrial $59,153
 $57,739
 $53,746
 $46,110
 $42,954
CRE 21,263
 19,764
 18,312
 14,128
 13,042
Lease financing 1,911
 1,677
 1,535
 1,119
 1,125
Retail:          
Residential mortgage (1) 28,725
 29,921
 30,533
 31,090
 24,648
Direct (1) 11,891
 12,092
 11,140
 8,146
 15,869
Indirect 17,235
 18,564
 17,053
 15,616
 13,841
Revolving credit 2,872
 2,655
 2,510
 2,460
 2,403
PCI 651
 910
 1,122
 1,215
 2,035
Total loans and leases HFI 143,701

143,322

135,951

119,884

115,917
LHFS 1,099
 1,716
 1,035
 1,423
 1,222
Total loans and leases $144,800

$145,038

$136,986

$121,307

$117,139
(1) During the first quartercomponents of 2014, $8.3 billion of loans were transferred from direct lending to residential mortgage.

Loans and leases HFI were $143.7 billion at December 31, 2017, an increase of $379 million compared to the prior year.

Commercial and industrial loans were up $1.4 billion and CRE loans were up $1.5 billion.

Residential mortgage loans declined $1.2 billion as the majority of conforming loan production continues to be sold in the secondary market. Indirect loans were down $1.3 billion, primarily due to strategic optimization and directing investments into higher yielding assets.

The PCI loan portfolio, which totaled $651 million at December 31, 2017, continued to run off during the year.

The majority of loansOther assets are with clients in domestic market areas, which are primarily concentrated in the Southeastern United States. International loans were immaterial as of December 31, 2017 and 2016.

Scheduled repayments are reported in the maturity category in which the payment is due. Determinations of maturities are based on contract terms. BB&T’s credit policy typically does not permit automatic renewal of loans. At the scheduled maturity date (including balloon payment date), the customer generally must request a new loan to replace the matured loan and execute either a new note or note modification with rate, terms and conditions negotiated at that time.

Table 14
Commercial Loan Maturities and Interest Sensitivity
 
  December 31, 2017
(Dollars in millions) 1 Year or Less Over 1 to 5 Years After 5 Years Total
Fixed rate:        
Commercial and industrial $3,325
 $7,833
 $9,433
 $20,591
CRE 442
 2,783
 1,992
 5,217
Lease financing 73
 1,203
 502
 1,778
Total fixed rate 3,840
 11,819

11,927

27,586
Variable rate:    
  
  
Commercial and industrial 9,295
 19,716
 9,551
 38,562
CRE 2,305
 9,013
 4,728
 16,046
Lease financing 
 56
 77
 133
Total variable rate 11,600
 28,785

14,356

54,741
Total commercial loans and leases $15,440
 $40,604

$26,283

$82,327
Asset Quality

Potential problem loans include loans on nonaccrual status or past due as disclosed in Table 16. In addition, for the commercial portfolio segment, loans that are rated special mention or substandard performing are closely monitored by management as potential problem loans. Refer to "Note 3. Loans and ACL" for additional disclosures related to these potential problem loans.
TDRs generally occur when a borrower is experiencing, or is expected to experience, financial difficulties in the near-term. As a result, BB&T will work with the borrower to prevent further difficulties, and ultimately to improve the likelihood of recovery on the loan. To facilitate this process, a concessionary modification that would not otherwise be considered may be granted, resulting in classification of the loan as a TDR. Refer to "Note 1. Summary of Significant Accounting Policies" for additional policy information regarding TDRs.
The following table presents activity related to NPAs. Foreclosed real estate acquired from the FDIC is excluded for periods prior to the loss share termination:
Table 15
Rollforward of NPAs
   
  Year Ended December 31,
(Dollars in millions) 2017 2016
Balance at beginning of year $813
 $686
New NPAs 1,297
 1,716
Advances and principal increases 328
 253
Disposals of foreclosed assets (1) (520) (516)
Disposals of NPLs (2) (212) (302)
Charge-offs and losses (251) (279)
Payments (660) (586)
Transfers to performing status (164) (179)
Foreclosed real estate, included as a result of loss share termination 
 17
Other, net (4) 3
Balance at end of year $627
 $813
(1)Includes charge-offs and losses recorded upon sale of $236 million and $210 million for the year ended December 31, 2017 and 2016, respectively.
(2)Includes charge-offs and losses recorded upon sale of $33 million and $30 million for the year ended December 31, 2017 and 2016, respectively.
NPAs, which include foreclosed real estate, repossessions and NPLs, totaled $627 million at December 31, 2017 compared to $813 million at December 31, 2016. This decrease consisted of a $166 million decrease in NPLs and a $20 million decrease in foreclosed real estate and other property.

The decrease in NPLs is primarily due to a $110 million decline in commercial and industrial NPLs primarily resulting from payoffs, sales and writedowns. In addition, residential mortgage NPLs were down $43 million largely due to sales.

NPAs as a percentage of loans and leases plus foreclosed property were 0.44% at December 31, 2017 compared with 0.57% at December 31, 2016.

The following tables summarize asset quality information for the past five years:
Table 16
Asset Quality
   
  December 31,
(Dollars in millions) 2017 2016 2015 2014 2013
Nonaccrual loans and leases:          
Commercial and industrial (1) $259
 $369
 $242
 $243
 $364
CRE 45
 57
 51
 100
 164
Lease financing 1
 4
 1
 
 
Residential mortgage (2) 129
 172
 173
 166
 243
Direct 64
 63
 43
 48
 109
Indirect 72
 71
 66
 59
 55
Total nonaccrual loans and leases (1)(2) 570

736
 576
 616

935
Foreclosed real estate 32
 50
 108
 143
 192
Other foreclosed property 25
 27
 28
 23
 47
Total NPAs (1)(2) $627

$813
 $712
 $782

$1,174
           
Performing TDRs:          
Commercial and industrial $50
 $57
 $50
 $65
 $78
CRE 16
 25
 29
 57
 89
Residential mortgage (3)(4) 605
 769
 604
 621
 1,161
Direct (4) 62
 67
 72
 84
 187
Indirect 281
 240
 194
 182
 142
Revolving credit 29
 29
 33
 41
 48
Total performing TDRs (3)(4) $1,043
 $1,187
 $982
 $1,050
 $1,705
           
Loans 90 days or more past due and still accruing:  
  
  
  
  
Commercial and industrial $1
 $
 $
 $
 $5
CRE 1
 
 
 
 
Residential mortgage 465
 522
 541
 731
 876
Direct 6
 6
 7
 12
 33
Indirect 6
 6
 5
 5
 5
Revolving credit 12
 12
 10
 9
 10
PCI 57
 90
 114
 188
 304
Total loans 90 days or more past due and still accruing $548
 $636
 $677
 $945

$1,233
           
Loans 30-89 days past due and still accruing:  
  
  
  
  
Commercial and industrial $41
 $44
 $53
 $37
 $50
CRE 8
 8
 22
 5
 10
Lease financing 4
 4
 1
 
 
Residential mortgage 472
 525
 475
 474
 546
Direct 65
 60
 58
 41
 132
Indirect 412
 377
 358
 285
 262
Revolving credit 23
 23
 22
 23
 23
PCI 27
 36
 42
 33
 88
Total loans 30-89 days past due and still accruing $1,052

$1,077

$1,031

$898

$1,111
(1)During 2016, approximately $191 million of nonaccrual energy-related loans were sold.
(2)During 2017 and 2014, approximately $61 million and $121 million, respectively, of nonaccrual residential mortgage loans were sold.
(3)During 2017 and 2014, approximately $331 million and $540 million, respectively, of performing residential mortgage TDRs were sold.
(4)During 2014, approximately $94 million of performing TDRs were transferred from direct lending to residential mortgage.

Asset quality continued to improve in 2017 with declines across almost all loan categories. NPAs declined $186 million driven by commercial and industrial loans and its reduction in the energy-related portfolio. Performing TDRs declined $144 million driven by the sale of $199 million of performing residential mortgage TDRs. Delinquent loans still accruing interest declined $113 million driven by residential mortgage loans, which reflects general improvements in credit quality within that portfolio.


Table 17
Asset Quality Ratios
  
 As Of / For The Year Ended December 31,
 2017 2016 2015 2014 2013
Asset Quality Ratios:         
Loans 30-89 days past due and still accruing as a percentage of loans and leases HFI0.73% 0.75% 0.76% 0.75% 0.96%
Loans 90 days or more past due and still accruing as a percentage of loans and leases HFI0.38
 0.44
 0.50
 0.79
 1.06
NPLs as a percentage of loans and leases HFI0.40
 0.51
 0.42
 0.51
 0.81
NPAs as a percentage of:         
Total assets0.28
 0.37
 0.34
 0.42
 0.64
Loans and leases HFI plus foreclosed property0.44
 0.57
 0.52
 0.65
 1.01
Net charge-offs as a percentage of average loans and leases HFI0.38
 0.38
 0.35
 0.46
 0.69
ALLL as a percentage of loans and leases HFI1.04
 1.04
 1.07
 1.23
 1.49
Ratio of ALLL to:         
Net charge-offs2.78 x 2.80 x 3.36 x 2.74 x 2.19 x
NPLs2.62
 2.03
 2.53
 2.39
 1.85
          
Asset Quality Ratios (Excluding Government Guaranteed and PCI): (1) 
  
      
Loans 90 days or more past due and still accruing as a percentage of loans and leases HFI0.05% 0.07% 0.06% 0.09% 0.11%
(1)These asset quality ratios have been adjusted to remove the impact of government guaranteed and PCI assets. Appropriate adjustments to the numerator and denominator have been reflected in the calculation of these ratios.

The following table provides a summary of performing TDR activity: 
Table 18
Rollforward of Performing TDRs
   
  Year Ended December 31,
(Dollars in millions) 2017 2016
Balance at beginning of year $1,187
 $982
Inflows 635
 699
Payments and payoffs (253) (217)
Charge-offs (55) (41)
Transfers to nonperforming TDRs, net (78) (68)
Removal due to the passage of time (46) (54)
Non-concessionary re-modifications (3) 
Sold and transferred to LHFS (344) (114)
Balance at end of year $1,043
 $1,187
Payments and payoffs include scheduled principal payments, prepayments and payoffs of amounts outstanding. Transfers to nonperforming TDRs represent loans that no longer meet the requirements necessary to reflect the loan in accruing status.
TDRs may be removed due to the passage of time if they: (1) did not include a forgiveness of principal or interest, (2) have performed in accordance with the modified terms (generally a minimum of six months), (3) were reported as a TDR over a year end reporting period, and (4) reflected an interest rate on the modified loan that was no less than a market rate at the date of modification. These loans were previously considered TDRs as a result of structural concessions such as extended interest-only terms or an amortization period that did not otherwise conform to normal underwriting guidelines.
In addition, certain loans may be removed from classification as a TDR as a result of a subsequent non-concessionary re-modification. Non-concessionary re-modifications represent TDRs that did not contain concessionary terms at the date of a subsequent renewal/modification and there was a reasonable expectation that the borrower would continue to comply with the terms of the loan subsequent to the date of the re-modification. A re-modification may be considered for such a re-classification if the loan has not had a forgiveness of principal or interest and the modified terms qualify as more than minor such that the re-modified loan is considered a new loan. Alternatively, such loans may be considered for reclassification in years subsequent to the date of the re-modification based on the passage of time as described in the preceding paragraph.

In connection with consumer loan TDRs, a NPL will be returned to accruing status when current as to principal and interest and upon a sustained historical repayment performance (generally a minimum of six months).
Table 19
Payment Status of TDRs
   
  December 31, 2017
(Dollars in millions) Current Past Due 30-89 Days Past Due 90 Days Or More Total
Performing TDRs (1):          
    
Commercial:              
Commercial and industrial $50
 100.0% $
 % $
 % $50
CRE 16
 100.0
 
 
 
 
 16
Retail: 

 

 

 

 

 

 
Residential mortgage 315
 52.1
 111
 18.3
 179
 29.6
 605
Direct 58
 93.5
 4
 6.5
 
 
 62
Indirect 229
 81.5
 52
 18.5
 
 
 281
Revolving credit 24
 82.8
 4
 13.8
 1
 3.4
 29
Total performing TDRs 692
 66.3
 171
 16.4
 180
 17.3
 1,043
Nonperforming TDRs (2) 88
 46.6
 29
 15.3
 72
 38.1
 189
Total TDRs $780
 63.3
 $200
 16.2
 $252
 20.5
 $1,232
(1)Past due performing TDRs are included in past due disclosures.
(2)Nonperforming TDRs are included in NPL disclosures.


ACL
Information related to the ACL is presented in the following table:
Table 29: Other Assets as of Period End
December 31,
(Dollars in millions)
20202019
Bank-owned life insurance$6,479 $6,383 
Tax credit and other private equity investments5,685 5,448 
Prepaid pension assets4,358 3,579 
Derivative assets3,837 2,053 
Accrued income1,934 1,807 
Accounts receivable1,833 2,418 
Leased assets and related assets1,810 1,897 
ROU assets1,333 1,823 
Prepaid expenses1,247 1,254 
Equity securities at fair value1,054 817 
Structured real estate390 987 
FHLB stock164 764 
Other549 2,602 
Total other assets$30,673 $31,832 

Table 20
Analysis of ACL
   
  Year Ended December 31,
(Dollars in millions) 2017 2016 2015 2014 2013
Beginning balance $1,599
 $1,550
 $1,534
 $1,821
 $2,048
Provision for credit losses (excluding PCI) 562
 574
 430
 280
 587
Provision for PCI loans (15) (2) (2) (29) 5
Charge-offs:  
  
      
Commercial and industrial (95) (143) (90) (143) (257)
CRE (10) (9) (24) (42) (132)
Lease financing (5) (6) 
 
 
Residential mortgage (1) (47) (40) (46) (84) (81)
Direct (1) (61) (53) (54) (69) (148)
Indirect (402) (366) (303) (280) (269)
Revolving credit (76) (69) (70) (71) (85)
PCI (1) (15) (1) (21) (19)
Total charge-offs (697)
(701)
(588)
(710)
(991)
Recoveries:  
  
  
  
  
Commercial and industrial 36
 44
 38
 45
 49
CRE 16
 19
 18
 33
 51
Lease financing 2
 2
 
 
 1
Residential mortgage (1) 2
 3
 3
 7
 3
Direct (1) 25
 26
 29
 29
 38
Indirect 60
 55
 44
 39
 40
Revolving credit 19
 20
 20
 19
 17
Total recoveries 160

169

152

172

199
Net charge-offs (537) (532) (436) (538) (792)
Other changes, net 
 9
 24
 
 (27)
Ending balance $1,609

$1,599

$1,550

$1,534

$1,821
           
ALLL (excluding PCI loans) $1,462
 $1,445
 $1,399
 $1,410
 $1,618
Allowance for PCI loans 28
 44
 61
 64
 114
RUFC 119
 110
 90
 60
 89
Total ACL $1,609

$1,599

$1,550

$1,534

$1,821
(1)During the first quarter of 2014, $8.3 billion of loans were transferred from direct lending to residential mortgage. Charge-offs and recoveries have been reflected in these line items based upon the date the loans were transferred.
The ACL consists of the ALLL, which is presented separately on the Consolidated Balance Sheets, and the RUFC, which is included in other liabilities on the Consolidated Balance Sheets. The ACL totaled $1.6 billion at December 31, 2017, an increase of $10 million compared to the prior year.

The ALLL amounted to 1.04% of loans and leases held for investment at December 31, 2017 and 2016. The ratio of the ALLL to NPLs held for investment was 2.62x at December 31, 2017 compared to 2.03x at December 31, 2016.

Net charge-offs totaled $537 million for 2017, compared to $532 million in 2016. Net charge-offs as a percentage of average loans and leases HFI were 0.38% for 2017, flat compared to 2016.
Refer to "Note 3. Loans and ACL" for additional disclosures.
The following table presents an allocation of the ALLL at the end of each of the last five years. This allocation of the ALLL is calculated on an approximate basis and is not necessarily indicative of future losses or allocations. The entire amount of the allowance is available to absorb losses occurring in any category of loans and leases. During 2013, the balance in the unallocated ALLL was incorporated into the loan portfolio segments.

Table 21
Allocation of ALLL by Category
   
  December 31,
  2017 2016 2015 2014 2013
(Dollars in millions) Amount % Loans in each category Amount % Loans in each category Amount % Loans in each category Amount % Loans in each category Amount % Loans in each category
Balances at end of period applicable to:                    
Commercial and industrial $522
 41.1% $530
 40.3% $488
 39.6% $445
 38.5% $475
 37.0%
CRE 160
 14.8
 145
 13.8
 175
 13.5
 212
 11.8
 227
 11.3
Lease financing 9
 1.3
 7
 1.2
 5
 1.1
 4
 0.9
 7
 1.0
Residential mortgage (1) 209
 20.0
 227
 20.8
 217
 22.4
 253
 25.9
 331
 21.3
Direct (1) 106
 8.3
 103
 8.4
 105
 8.2
 110
 6.8
 209
 13.7
Indirect 348
 12.0
 327
 13.0
 305
 12.6
 276
 13.0
 254
 11.9
Revolving credit 108
 2.0
 106
 1.9
 104
 1.8
 110
 2.1
 115
 2.1
PCI 28
 0.5
 44
 0.6
 61
 0.8
 64
 1.0
 114
 1.7
Total ALLL 1,490
 100.0% 1,489
 100.0% 1,460
 100.0% 1,474
 100.0% 1,732
 100.0%
RUFC 119
  
 110
  
 90
  
 60
  
 89
  
Total ACL $1,609




$1,599




$1,550




$1,534




$1,821
  
(1)During the first quarter of 2014, $8.3 billion in loans were transferred from direct to residential mortgage.
FDIC Loss Share Receivable/Payable and Assets Acquired from the FDIC
In connection with the Colonial acquisition, Branch Bank entered into loss sharing agreements with the FDIC that outlined the terms and conditions under which the FDIC would reimburse Branch Bank for a portion of the losses incurred on certain loans, investment securities and other assets. During 2016, Branch Bank entered into an early termination agreement with the FDIC that terminated the loss share agreements. Branch Bank made a payment of approximately $230 million to the FDIC as consideration for the early termination of the loss share agreements. The early termination eliminated the FDIC loss share receivable/payable associated with the indemnification by the FDIC. As a result of the settlement, no future loss sharing or gain sharing will occur related to the Colonial acquisition.

Funding Activities

Deposits are the primary source of funds for the Company's lending and investing activities. Scheduled payments as well as prepayments, and maturities from portfolios of loans and investment securities also provide a stable source of funds. FHLB advances, other secured borrowings, Federal funds purchased and other short-term borrowed funds, as well as long-term debt issued through the capital markets, all provide supplemental liquidity sources. Funding activities are monitored and governed through BB&T’sTruist's overall asset/liability managementALM process under the governance and oversight of the MRLCC, which is further discussed in the "Market Risk Management" section in "Management’s Discussion and Analysis of Financial Condition and Results of Operations."MD&A. The following section provides a brief description of the various sources of funds.

Deposits

Deposits are attractedobtained principally from clients within BB&T’s branch network through the offering of a broad selection of deposit instruments to individuals and businesses includingwithin Truist's branch network and include noninterest-bearing checking accounts, interest-bearing checking accounts, savings accounts, money market deposit accounts, CDs and IRAs. Deposit account terms vary with respect to the minimum balance required, the time period the funds must remain on deposit and service charge schedules. Interest rates paid on specific deposit types are determined based on (i) the interestcompetitor deposit rates, offered by competitors, (ii) the anticipated amount and timing of funding needs, (iii) the availability and cost of alternative sources of funding, and (iv) anticipated future economic conditions and interest rates. Deposits are attractive sources of funding because of their stability and relative cost.

Total deposits were $157.4 billion at December 31, 2017, a decrease of $2.9 billion compared to year-end 2016. Noninterest-bearing deposits totaled $53.8 billion at December 31, 2017, an increase of $3.1 billion from December 31, 2016. The majority of the increase in noninterest-bearing deposits was attributable to personal and business deposits, which grew $1.7 billion (12.7%) and $1.4 billion (4.1%), respectively.
Interest checking decreased $2.6 billion and money market and savings decreased $2.1 billion during 2017 driven by business deposits, while time deposits decreased $1.2 billion during 2017 primarily in personal accounts.

For the year ended December 31, 2017, total deposits averaged $159.2 billion, an increase of $1.8 billion compared to 2016, primarily due to the National Penn acquisition in 2016. The cost of interest-bearing deposits was 0.32% for 2017, compared to 0.23% for 2016.

The following table presents deposits for each of the compositionlast five years:
Table 30: Deposits as of Period End
December 31,
(Dollars in millions)
20202019201820172016
Noninterest-bearing deposits$127,629 $92,405 $53,025 $53,767 $50,697 
Interest checking105,269 85,492 28,130 27,677 30,263 
Money market and savings126,238 120,934 63,467 62,757 64,883 
Time deposits21,941 35,896 16,577 13,170 14,391 
Total deposits$381,077 $334,727 $161,199 $157,371 $160,234 

Deposits totaled $381.1 billion at December 31, 2020, an increase of $46.4 billion from December 31, 2019. The growth in deposits reflects solid growth in all non-time deposit categories resulting from pandemic-related client behavior and government stimulus programs. Time deposits decreased primarily due to maturities of wholesale negotiable certificates of deposit and higher-cost personal and business accounts.

62 Truist Financial Corporation


The following table presents average deposits for each of the last five quarters:
Table 31: Average Deposits
Three Months Ended
(Dollars in millions)
Dec 31, 2020Sep 30, 2020Jun 30, 2020Mar 31, 2020Dec 31, 2019
Noninterest-bearing deposits$127,103 $123,966 $113,875 $93,135 $64,485 
Interest checking99,866 96,707 97,863 85,008 43,246 
Money market and savings124,692 123,598 126,071 120,936 79,903 
Time deposits23,605 27,940 33,009 35,570 23,058 
Foreign office deposits - interest-bearing— — — — 24 
Total average deposits$375,266 $372,211 $370,818 $334,649 $210,716 
Table 22
Quarterly Composition of Average Deposits
   
  For the Three Months Ended
(Dollars in millions) 12/31/2017 9/30/2017 6/30/2017 3/31/2017 12/31/2016
Noninterest-bearing deposits $54,288
 $53,489
 $52,573
 $51,095
 $51,421
Interest checking 26,746
 27,000
 28,849
 29,578
 28,634
Money market and savings 61,693
 61,450
 64,294
 64,857
 63,884
Time deposits 13,744
 13,794
 14,088
 14,924
 15,693
Foreign office deposits - interest-bearing 1,488
 1,681
 459
 929
 486
Total average deposits $157,959

$157,414

$160,263

$161,383

$160,118

Average deposits for the fourth quarter of 20172020 were $158.0$375.3 billion, up $545 millionan increase of $3.1 billion compared to the prior quarter. Average noninterest-bearing and interest checking deposit growth was strong for the fourth quarter of 2020 driven by anticipated seasonal inflows in addition to continued growth resulting from pandemic-related client behavior. Average time deposits decreased primarily due to maturity of wholesale negotiable certificates of deposit and higher-cost personal and business accounts.


Average noninterest-bearing deposits increased $799 million, primarily due to increases in commercial, public funds and personal balances.

Interest checking decreased $254 million, primarily due to decreases in public funds, personal and commercial balances.

Money market and savings increased $243 million primarily due to commercial balances partially offset by decreased personal and public funds balances.

Average time deposits decreased $50 million as decreases in personal balances and IRAs were partially offset by higher commercial balances.

Average foreign office deposits decreased $193 million due to lower overall funding needs.

Noninterest-bearing deposits represented 34.4%33.9% of total average deposits for the fourth quarter of 2020, compared to 34.0%33.3% for the prior quarter and 32.1% a year ago.quarter. The cost of interest-bearingaverage total deposits was 0.40%0.07% for the fourth quarter, up fivedown three basis points compared to the prior quarter. The cost of average interest-bearing deposits was 0.11% for the fourth quarter, down four basis points compared to the prior quarter.

The following table summarizes the maturities of time deposits above $100,000:
Table 23
Scheduled Maturities of Time Deposits $100,000 and Greater
  
(Dollars in millions)December 31, 2017
Three months or less$1,647
Over three through six months865
Over six through twelve months1,289
Over twelve months1,525
Total$5,326
Table 32: Scheduled Maturities of Time Deposits $100,000 and Greater
December 31, 2020
(Dollars in millions)
Three months or less$3,400 
Over three through six months2,252 
Over six through twelve months1,882 
Over twelve months1,482 
Total$9,016 


Short-Term
Borrowings

BB&T also uses various types of short-term borrowings to meet funding needs. While deposits remain the primary source for funding loan originations, management uses short-term borrowings as a supplementary funding source for loan growth and other balance sheet management purposes. Short-term borrowings were 2.0% of total funding on average in 2017 as compared to 1.2% in 2016.
The types of short-term borrowings that have been, or may be, used by the Company include Federal funds purchased, securities sold under repurchase agreements, master notes, commercial paper, short-term bank notes and short-term FHLB advances. Short-term borrowings atfluctuate based on the end of 2017 were $4.9 billion, compared to $1.4 billion at year-end 2016. AverageCompany's funding needs. While deposits remain the primary source for funding loan originations, management uses short-term borrowings totaled $4.3 billion during 2017 compared to $2.6 billion last year. The increase in the average balance of short-term borrowings during 2017 primarily reflects a decrease in deposits as a supplementary funding source.

source for loan growth and other balance sheet management purposes. The following table summarizes certain information for the past three years with respect to short-term borrowings:borrowings excluding trading liabilities, hedges, and collateral in excess of derivative exposure:
Table 33: Short-Term Borrowings
As Of / For The Year Ended December 31,
(Dollars in millions)
202020192018
Securities sold under agreements to repurchase:   
Maximum outstanding at any month-end during the year$2,348 $1,969 $836 
Balance outstanding at end of year1,221 1,969 270 
Average outstanding during the year1,504 826 446 
Average interest rate during the year0.64 %2.01 %1.35 %
Average interest rate at end of year0.13 1.41 1.59 
Federal funds purchased and short-term borrowed funds:
Maximum outstanding at any month-end during the year$19,392 $14,493 $8,919 
Balance outstanding at end of year3,372 14,493 4,763 
Average outstanding during the year6,951 7,354 5,341 
Average interest rate during the year1.17 %2.28 %1.98 %
Average interest rate at end of year0.20 1.75 2.49 

At December 31, 2020, short-term borrowings totaled $6.1 billion, a decrease of $12.1 billion compared to December 31, 2019, due primarily to a decrease of $10.8 billion in short-term FHLB advances. These borrowing sources were replaced with deposit funding.

Truist Financial Corporation 63


Table 24
Short-Term Borrowings
   
  As Of / For The Year Ended December 31,
(Dollars in millions) 2017 2016 2015
Securities Sold Under Agreements to Repurchase:      
Maximum outstanding at any month-end during the year $1,923
 $2,265
 $1,327
Balance outstanding at end of year 483
 970
 617
Average outstanding during the year 1,449
 1,600
 901
Average interest rate during the year 0.70% 0.37% 0.23%
Average interest rate at end of year 0.43
 0.52
 0.70
       
Federal Funds Purchased and Short-Term Borrowed Funds:  
  
  
Maximum outstanding at any month-end during the year $6,859
 $3,003
 $4,041
Balance outstanding at end of year 4,455
 436
 2,976
Average outstanding during the year 2,862
 954
 2,320
Average interest rate during the year 1.06% 0.30% 0.11%
Average interest rate at end of year 1.34
 0.71
 0.32
Average short-term borrowings were $10.1 billion, or 2.4% of total funding for 2020, as compared to $8.5 billion, or 4.1% for the prior year. The increase in the average amount was due to the Merger. Average short-term borrowings decreased as a percentage of funding sources due to strong deposit growth.
Long-Term Debt

Long-term debt provides funding and, to a lesser extent, regulatory capital. Atcapital, and primarily consists of senior and subordinated notes issued by Truist and Truist Bank. Long-term debt totaled $39.6 billion at December 31, 2017, long-term debt totaled $23.6 billion, an increase2020, a decrease of $1.7 billion compared to year-end 2016. The increaseDecember 31, 2019. During 2020, the Company issued $4.8 billion of senior notes with interest rates from 1.125% to 1.95% maturing in long-term debt reflects new2023 to 2030, $500 million in floating rate senior debtnotes maturing in 2023 and $1.3 billion of subordinated notes with an interest rate of 2.25% maturing in 2030. These issuances of $7.3 billion and $1.5 billion in new FHLB advances,were partially offset by the early extinguishmentredemption of $2.9$4.6 billion of senior notes during 2020 and a decrease of $3.3 billion in long-term FHLB advances and other repayments totaling $4.2 billion of long-term debt. The average cost of long-term debt was 2.10% in 2017, down 3 basis points compared to 2016. See "Note 8. Long-Term Debt" for additional disclosures.

advances. FHLB advances represented 10.5%2.2% of total outstanding long-term debt at December 31, 2017,2020, compared to 18.7%10.0% at December 31, 2016.2019. The remainderaverage cost of long-term debt is primarily issuanceswas 1.75% for the year ended December 31, 2020, down 147 basis points compared to the same period in 2019. Truist entered into $20 billion of seniorFHLB advances during 2020 to build liquidity and subordinated notes by BB&Tensure the Company was able to meet the funding needs of its clients. As market conditions stabilized and Branch Bank.deposits increased, these advances were repaid and the Company recognized a loss of $235 million on the early extinguishment of debt. The repayment of these advances improved net interest income, the net interest margin and the leverage ratios.


Shareholders’
Shareholders' Equity

Shareholders’Total shareholders' equity totaled $29.7was $70.9 billion at December 31, 2017, a decrease2020, an increase of $231$4.4 billion from December 31, 2019. This increase includes the gross issuance of $3.5 billion of preferred stock during the year, $4.5 billion in net income available to common shareholders and an increase of $1.6 billion in AOCI, which was partially offset by $2.1 billion related to the adoption of CECL and $2.7 billion for common and preferred dividends. In addition, Truist redeemed $500 million or 0.8%, from year-end 2016. Bookof its Series K preferred stock during 2020. Truist's book value per common share at December 31, 20172020 was $34.01,$46.52, compared to $33.14$45.66 at December 31, 2016.2019.

The change in shareholders' equity reflects $1.6 billion of share repurchases and common and preferred dividends totaling $1.2 billion, partially offset by net income of $2.4 billion.
Tangible book value per common share, which is a non-GAAP measure, at December 31, 2017 was $20.80 compared to $20.18 at December 31, 2016. Refer to the section titled "Capital""Note 12. Shareholders' Equity" for a discussion of how BB&T calculates and uses these measures in the evaluation of the Company.additional disclosures related to preferred stock issuances.

Risk Management

BB&T hasTruist maintains a strong and consistent risk culture, based on established risk values, which promotes predictable and consistent performance within an environment of open communication and effective challenge. The strong culture influences all associates in the organization daily and helps them evaluate whether risks are acceptable or unacceptable while making decisions that balance quality, profitability and growth appropriately. BB&T’s effectivecomprehensive risk management framework establishes an environment whichsupported by people, processes and systems to identify, measure, monitor, manage and report significant risks arising from its exposures and business activities. Effective risk management involves optimizing risk and return while operating in a safe and sound manner and promoting compliance with applicable laws and regulations. The Company’s risk management framework promotes the execution of business strategies and objectives in alignment with its risk appetite.

Truist has developed and employs a risk taxonomy that further guides business functions in identifying, measuring, responding to, monitoring and reporting on possible exposures to the organization. The risk taxonomy drives internal risk conversations and enables Truist to clearly and transparently communicate to stakeholders the level of potential risk the Company faces, both presently and in the future, and the Company’s position on managing it to achieve superior performance relativeacceptable levels.

Truist is committed to peers, ensuresfostering a culture that BB&Tsupports identification and escalation of risks across the organization. All teammates are responsible for upholding the Company’s purpose, mission, and values, and are encouraged to speak up if there is viewed amongany activity or behavior that is inconsistent with the safestCompany’s culture. The Truist code of banksethics guides the Company’s decision making and assures the operational freedominforms teammates on how to act on opportunities.in the absence of specific guidance.

BB&T ensures that there isTruist seeks an appropriate return for the amount of risk taken and that the expected return is in line with its strategic objectives and business plan.operations. Risk-taking activities are evaluated and prioritized to identify those that present attractive risk-adjusted returns, while preserving asset value. BB&T only undertakes risks that are understoodvalue and can be managed effectively. By managing risk well, BB&T ensures sufficient capital is available to maintain and grow core business operations in a safe and sound manner.capital.


Regardless of financial gain or loss to the Company, associates are held accountable if they do not follow the established risk management policies and procedures. Compensation decisions take into account an associate’sa teammate's adherence to, and successful implementation of, BB&T’sTruist's risk values.values and associated policies and procedures. The Company's compensation structure supports the Company’sits core values and sound risk management practices in an effort to promote judicious risk-taking behavior.

BB&T’s risk culture encourages transparency and open dialogue between all levels inTruist employs a comprehensive change management program to manage the performance of organizational functions, such as the development, marketing and implementation of a product or service.
risks associated with integrating heritage BB&T has established aand heritage SunTrust. The Board and Executive Leadership oversee the change management program, which is designed to ensure key decisions are reviewed and that there is appropriate oversight of integration activities.

Truist's purpose, mission and values are the foundation for the risk management framework basedutilized at Truist and therefore serve as the basis on a "three lines of defense" model:
First Line of Defense: Risk management begins withwhich the BUs, the point at which risk is originatedappetite and where risks must be managed. Business unit managers in the first line identify, assess, control and report their group’s risk profile compared to its approved risk limits.

Second Line of Defense: Thestrategy are built. Truist's RMO provides independent oversight and guidance offor risk-taking across the enterprise. TheIn keeping with the belief that consistent values drive long-term behaviors, Truist's RMO aggregates, integrates,has established the following risk values which guide teammates’ day-to-day activities:

64 Truist Financial Corporation


Managing risk is the responsibility of every teammate.
Proactively identifying risk and correlates risk information into a holistic picturemanaging the inherent risks of their businesses is the responsibility of the corporation’sbusiness units.
Managing risk profilewith a balanced approach which includes quality, profitability, and concentrations. The RMO establishes policiesgrowth.
Measuring what is managed and limitsmanaging what is measured.
Utilizing sound and reports sourcesconsistent risk management practices.
Thoroughly analyzing risk quantitatively and amountsqualitatively.
Realizing lower cost of capital from high quality risk to Executive Managementmanagement.

Truist places significant emphasis on risk management oversight and maintains a separate Board-level Risk Committee, which assists the Board of Directors.

Third Line of Defense: Audit Services (BB&T’s internal audit function) evaluates the design and effectivenessin its oversight of the Company’s risk management function. The Committee is responsible for approving and periodically reviewing the Company’s risk management framework and its results. Results are reported to Executive Management and the Board of Directors according to Audit Services Policy.

The following chart depicts the three lines of defense model:
Risk CommitteesBoard of DirectorsExecutive Management
1st Line of Defense
2nd Line of Defense
3rd Line of Defense
Business UnitsRisk FunctionsAudit Services
Chief Risk Officer
The CRO leads the RMO, which designs, organizes and manages BB&T’s risk management framework. policies as well as monitoring the Company’s risk profile, approving risk appetite statements, and providing input to management regarding Truist's risk appetite and risk profile.

The RMO is led by the CRO and is responsible for ensuring effective risk management oversight,overseeing the identification, measurement, monitoring, management and reporting and consistency.of risk. The CRO has direct access to the Board of Directors and Executive Management. The CRO is responsible for identifying and communicating in a timely manner to communicate any risk issues (current or emerging) as well as the CEO and the Boardperformance of Directors meaningful risks and significant instances when the RMO’s assessment of risk differs from that of a BU, significant instances when a BU is not adhering to the risk governance framework, and BB&T’s risk profile in relation to its risk appetite on at least a quarterly basis. Inmanagement activities throughout the event that the CRO and CEO’s assessment of risk were to differ or if the CEO were to not adhere toenterprise.

As illustrated below, the risk management framework is supported by three lines of defense. The following figure describes the CRO would haveroles of the responsibilitythree lines of defense:

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Truist’s Risk Governance framework is designed to report such mattersprovide comprehensive Board and Executive Leadership risk oversight, maintaining a committee governance structure that is designed to ensure alignment and execution of the risk management framework. The committee structure provides a mechanism to allow for efficient aggregation and escalation of risk information from the BUs up to the Board of Directors.risk programs, Executive Leadership and ultimately the Board.

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The executive level committees include the ERC, ECRPMC, MRLCC, EBPCC, TMC and DC, each of which is chaired by a member of Executive Management-led enterprise riskLeadership. These committees provide oversight of each of the first and second lines of defense and communicateprimary risk appetite and values to the RMO. The CRO and the enterprise risk committees approve policies, set risk limits and tolerances and monitor results.types.

The RMC, CRMC, ORMC, CROC and the MRLCC are the enterprise risk committees and provide oversight of the risks as described in the common risk language. There is Executive Management representation in all five committees.
The risk management framework is composed of specialized risk functions focused on specific types of risk. The MRLCC, CRMC, CROC and ORMC provide oversight of market, liquidity, capital, credit, compliance, and operational risk while RMC providesERC establishes a fully integrated view of all material risks across the company. The RMCcompany, provides broad strategic oversight of all risksrisk types, and its purpose is to review BB&T’s aggregateoversees corporate-wide strategies for identifying, assessing, controlling, measuring, monitoring and reporting risk exposure, evaluate risk appetite, and evaluate risks not reviewed by other risk committees.at the enterprise level.

The RMCERC is responsible for taking a broad view ofmaintaining an effective risk incorporating information from all risk functions. This combination of broadmanagement framework and specific focus providesmonitoring its adoption and execution across the most effective framework for the management of risk.enterprise. The RMCERC is chaired by the CRO and its membership includes all members of Executive Management,Leadership and the General Auditor (ex officio) and senior leaders from Financial Management, the RMO and other areas.Auditor.


The principal types of inherent risk include compliance,market, credit, liquidity, market,compliance, strategic, reputational, operational reputation and strategictechnology risks. The following is a discussion of these risks.


Compliance risk
Market Risk
Compliance
Market risk is the risk to current or anticipated earnings, capital or capitaleconomic value arising from violationschanges in the market value of laws, rulesportfolios, securities, or regulations,other financial instruments. Market risk results from changes in the level, volatility or correlations among financial market risk factors or prices, including interest rates, credit spreads, foreign exchange rates, equity, and commodity prices.

Effective management of market risk is essential to achieving Truist's strategic financial objectives. Truist's most significant market risk exposure is to interest rate risk in its balance sheet; however, market risk also results from non-conformance with prescribed practices, internal policiesunderlying product liquidity risk, price risk and procedures or ethical standards. Thisvolatility risk exposes BB&T to fines, civil money penalties, paymentin Truist's BUs. Interest rate risk results from differences between the timing of damagesrate changes and the voidingtiming of contracts. Compliancecash flows associated with assets and liabilities (re-pricing risk); from changing rate relationships among different yield curves affecting bank activities (basis risk); from changing rate relationships across the spectrum of maturities (yield curve risk); and from interest-related options inherently embedded in bank products (options risk).

The primary objectives of effective market risk canmanagement are to minimize adverse effects from changes in market risk factors on net interest income, net income and capital and to offset the risk of price changes for certain assets and liabilities recorded at fair value. At Truist, market risk management also includes the enterprise-wide IPV function.

66 Truist Financial Corporation


Interest Rate Market Risk

As a financial institution, Truist is exposed to interest rate risk both on its assets and on its liabilities. Since interest rate changes are out of the control of any private sector institution, Truist actively manages its interest rate risk exposure through the strategic repricing of its assets and liabilities, taking into account the volumes, maturities and mix, with the goal of keeping net interest margin as stable as possible. Truist primarily uses three methods to measure and monitor its interest rate risk: (i) simulations of possible changes to net interest income over the next two years based on gradual changes in interest rates; (ii) analysis of interest rate shock scenarios; and (iii) analysis of economic value of equity based on changes in interest rates.

The Company’s simulation model takes into account assumptions related to prepayment trends, using a combination of market data and internal historical experiences for deposits and loans, as well as scheduled maturities and payments and the expected outlook for the economy and interest rates. These assumptions are reviewed and adjusted monthly to reflect changes in current interest rates compared to the rates applicable to Truist’s assets and liabilities. The model also considers Truist's current and prospective liquidity position, current balance sheet volumes and projected growth and/or contractions, accessibility of funds for short-term needs and capital maintenance.

Deposit betas are an important assumption in the interest rate risk modeling process. Truist applies an average deposit beta (the sensitivity of deposit rate changes relative to market rate changes) of approximately 50% to its non-maturity interest-bearing deposit accounts when determining its interest rate sensitivity. Non-maturity, interest-bearing deposit accounts include interest checking accounts, savings accounts and money market accounts that do not have a contractual maturity. Truist also regularly conducts sensitivity analyses on other key variables, including noninterest-bearing deposits, to determine the impact these variables could have on the Company’s interest rate risk position. The predictive value of the simulation model depends upon the accuracy of the assumptions, but management believes that it provides helpful information for the management of interest rate risk.

The following table shows the effect that the indicated changes in interest rates would have on net interest income as projected for the next 12 months assuming a gradual change in interest rates as described below.
Table 34: Interest Sensitivity Simulation Analysis
Interest Rate ScenarioAnnualized Hypothetical Percentage Change in Net Interest Income
Linear Change in Prime Rate (bps)Prime Rate
Dec 31, 2020Dec 31, 2019Dec 31, 2020Dec 31, 2019
Up 1004.25 %5.75 %4.18 %0.95 %
Up 503.75 5.25 3.24 0.75 
No Change3.25 4.75 — — 
Down 25 (1)3.00 4.50 (1.82)NA
Down 50 (1)2.75 4.25 (2.09)(1.18)
(1)The Down 25 and 50 rates are floored at one basis point and may not reflect Down 25 and 50 basis points for all rate indices.

Truist has established parameters related to interest rate sensitivity measures that prescribe a maximum impact on net interest income under different interest rate scenarios that would result in diminished reputation, reduced franchisean escalation to the Board. The following parameters and interest rate scenarios are considered Truist's primary measures of interest rate risk:

Maximum impact on net interest income of 7.5% for the next 12 months assuming a 25 basis point change in interest rates each quarter for four quarters; and a
Maximum impact on net interest income of 10% for an immediate 100 basis point parallel change in rates.

This interest rate shock analysis is designed to create an outer bound of acceptable interest rate risk.

Management considers how the interest rate risk position could be impacted by changes in balance sheet mix. Liquidity in the banking industry has been very strong during the current economic cycle. Much of this liquidity increase has resulted in growth in noninterest-bearing demand deposits. Consistent with the industry, Truist has seen a significant increase in this funding source. The behavior of these deposits is one of the most important assumptions used in determining the interest rate risk position of Truist. A decrease in the amount of these deposits in the future would reduce the asset sensitivity of Truist’s balance sheet because the Company would increase interest-bearing funds to offset the loss of this advantageous funding source.

The following table shows the results of Truist's interest-rate sensitivity position assuming the loss of demand deposits and an associated increase in managed rate deposits under various scenarios. For purposes of this analysis, Truist modeled the incremental beta of managed rate deposits for the replacement of the demand deposits at 100%.
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Table 35: Deposit Mix Sensitivity Analysis
Linear Change in Rates (bps)Base Scenario at December 31, 2020 (1)Results Assuming a Decrease in Noninterest-Bearing Demand Deposits
$20 Billion$40 Billion
Up 1004.18 %3.36 %2.54 %
Up 503.24 2.64 2.04 
(1)The base scenario is equal to the annualized hypothetical percentage change in net interest income at December 31, 2020 as presented in the preceding table.

Truist also uses an EVE analysis to focus on longer-term projected changes in asset and liability values given potential changes in interest rates. This measure allows Truist to analyze interest rate risk that falls outside the net interest income simulation period. The EVE model is a discounted cash flow of the portfolio of assets, liabilities and derivative instruments. The difference in the present value of assets minus the present value of liabilities is defined as EVE.

The following table shows the effect that the indicated changes in interest rates would have on EVE:
Table 36: EVE Simulation Analysis
Change in Interest Rates (bps)Hypothetical Percentage Change in EVE
Dec 31, 2020Dec 31, 2019
Up 1003.9 %(2.9)%
No Change— — 
Down 100(7.6)(3.0)

Truist uses financial instruments including derivatives to manage interest rate risk related to securities, commercial loans, MSRs and mortgage banking operations, long-term debt and other funding sources. During October 2020, Truist initiated a new investment securities fair value hedging program, using fixed interest rate swaps to hedge prepayable securities. Truist also uses derivatives to facilitate transactions on behalf of its clients and as part of associated hedging activities. As of December 31, 2020, Truist had derivative financial instruments outstanding with notional amounts totaling $322.9 billion, with an associated net fair value of $3.3 billion. See "Note 19. Derivative Financial Instruments" for additional disclosures.

LIBOR in its current form was anticipated to no longer be available after 2021. For most tenors of U.S. dollar LIBOR, subject to the results of a consultation period ending January 2021, the administrator of LIBOR is considering extending publication until June 30, 2023. Tenors used infrequently by Truist, including one week and two month U.S. dollar LIBOR, are still anticipated to cease publication at December 31, 2021, based on this new guidance. Truist has U.S. dollar LIBOR-based contracts that extend beyond June 30, 2023. To prepare for the transition to an alternative reference rate, management has formed a cross-functional project team to address the LIBOR transition. The project team has performed an assessment to identify the potential risks related to the transition from LIBOR to a new index. The project team provides updates to Executive Leadership and the Board.

Contract fallback language for existing loans and leases is under review and certain contracts will need updated provisions for the transition. Current fallback language used for new, renewed, and modified contracts is generally consistent with ARRC recommendations. Updates to current fallback language will be evaluated according to new regulatory guidance for the extension of timelines for the transition and expectations for production of U.S. dollar LIBOR contracts during 2021. Truist continues to manage the impact of these contracts and other financial instruments, systems implications, hedging strategies, and related operational and market risks on established project plans for business and operational readiness for the transition. Market risks associated with this change are dependent on the alternative reference rates available and market conditions at transition. For a further discussion of the various risks associated with the potential cessation of LIBOR and the transition to alternative reference rates, refer to the section titled "Item1A. Risk Factors." In 2020, Truist began offering SOFR-based lending solutions to wholesale and consumer clients, and entered into SOFR-based derivative contracts. Truist expects SOFR to become a more commonly-used pricing benchmark across the industry. Truist continues to evaluate SOFR for additional product offerings and other alternative reference rates as replacements for LIBOR.

Market risk from trading activities

As a financial intermediary, Truist provides its clients access to derivatives, foreign exchange and securities markets, which generate market risks. Trading market risk is managed using a comprehensive risk management approach, which includes measuring risk using VaR, stress testing and sensitivity analysis. Risk metrics are monitored against a suite of limits on a daily basis at both the trading desk level and at the aggregate portfolio level, which is intended to ensure that exposures are in line with Truist's risk appetite.

Truist is also subject to risk-based capital guidelines for market risk under the Market Risk Rule.

68 Truist Financial Corporation


Covered Trading Positions

Covered positions subject to the Market Risk Rule include trading assets and liabilities, specifically those held for the purpose of short-term resale or enterprisewith the intent of benefiting from actual or expected short-term price movements, or to lock in arbitrage profits. Truist’s trading portfolio of covered positions results primarily from market making and underwriting services for the Company’s clients, as well as associated risk mitigating hedging activity. The trading portfolio, measured in terms of VaR, consists primarily of four sub-portfolios of covered positions: (i) credit trading, (ii) fixed income securities, (iii) interest rate derivatives and (iv) equity derivatives. As a market maker across different asset classes, Truist’s trading portfolio also contains other sub-portfolios, including foreign exchange, loan trading, and commodity derivatives; however, these portfolios do not generate material trading risk exposures.

Valuation policies, procedures, and methodologies exist for all covered positions. Additionally, trading positions are subject to independent price verification. See "Note 19. Derivative Financial Instruments," "Note 18. Fair Value Disclosures," and "Critical Accounting Policies" herein for discussion of valuation policies, procedures and methodologies.

Securitizations

As of December 31, 2020, the aggregate market value of on-balance sheet securitization positions subject to the Market Risk Rule was not material. Consistent with the Market Risk Rule requirements, the Company performs pre-purchase due diligence on each securitization position to identify the characteristics including, but not limited to, deal structure and the asset quality of the underlying assets, that materially affect valuation and performance. Securitization positions are subject to Truist’s comprehensive risk management framework, which includes daily monitoring against a suite of limits. There were no off-balance sheet securitization positions during the reporting period.

Correlation Trading Positions

The trading portfolio of covered positions did not contain any correlation trading positions as of December 31, 2020.

VaR-Based Measures

VaR measures the potential loss of a given position or portfolio of positions at a specified confidence level and time horizon. Truist utilizes a historical VaR methodology to measure and aggregate risks across its covered trading positions. Prior to the integration of the two institutional broker dealer businesses to form Truist Securities in the third quarter of 2020, Truist operated two historical VaR models and the aggregate company-wide VaR across the systems was determined additively with no benefit of diversification. The heritage BB&T VaR model was retired following the formation of Truist Securities. Following the formation of Truist Securities, VaR is calculated on a consolidated basis using the Truist VaR engine. For risk management purposes, the VaR calculation is based on a historical simulation approach and measures the potential trading losses using a one-day holding period at a one-tail, 99% confidence level. For Market Risk Rule purposes, the Company calculates VaR using a 10-day holding period and a 99% confidence level. Due to inherent limitations of the VaR methodology, such as the assumption that past market behavior is indicative of future market performance, VaR is only one of several tools used to measure and manage market risk. Other tools used to actively manage market risk include stress testing, profit and loss attribution, and stop loss limits.

The trading portfolio’s VaR profile is influenced by a variety of factors, including the size and composition of the portfolio, market volatility and the correlation between different positions. A portfolio of trading positions is typically less risky than the sum of the risk from each of the individual sub-portfolios, because, under normal market conditions, risk within each category partially offsets the exposure to other risk categories. The following table summarizes certain VaR-based measures for both the three and twelve months ended December 31, 2020 and 2019. The increase from the prior year was mainly due to the integration of the heritage SunTrust trading business opportunities and lessened expansion potential.the market volatility due to the COVID-19 pandemic. As illustrated in the tables below, the inclusion of volatility levels observed in March 2020 in the 12-month VaR historic look-back window led to a convergence between VaR and Stressed VaR measures.
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Table 37: VaR-based Measures
Year Ended December 31,20202019
(Dollars in millions)10-Day Holding Period1-Day Holding Period10-Day Holding Period1-Day Holding Period
VaR-based Measures:
Maximum$65 $11 $$
Average27 
Minimum— — 
Period-end28 
VaR by Risk Class:
Interest Rate Risk
Credit Spread Risk
Equity Price Risk
Foreign Exchange Risk— — 
Portfolio Diversification(5)(5)
Period-end

Stressed VaR-based measures

Stressed VaR, another component of market risk capital, is calculated using the same internal models as used for the VaR-based measure. Stressed VaR is calculated over a ten-day holding period at a one-tail, 99% confidence level and employs a historical simulation approach based on a continuous twelve-month historical window selected to reflect a period of significant financial stress for the Company’s trading portfolio. The following table summarizes Stressed VaR-based measures:
Table 38: Stressed VaR-based Measures - 10 Day Holding Period
Year Ended December 31,
(Dollars in millions)20202019
Maximum$65 $33 
Average33 
Minimum13 
Period-end28 28 

The increase from the prior year in stressed VaR-based measures was due to the integration of heritage SunTrust trading business after the Merger and the market volatility due to the COVID-19 pandemic.

Specific Risk Measures

Specific risk is a measure of idiosyncratic risk that could result from risk factors other than broad market movements (e.g. default, event risks). The Market Risk Rule provides fixed risk weights under a standardized measurement method while also allowing a model-based approach, subject to regulatory approval. Truist utilizes the standardized measurement method to calculate the specific risk component of market risk regulatory capital. As such, incremental risk capital requirements do not apply.

VaR Model Backtesting

In accordance with the Market Risk Rule, the Company evaluates the accuracy of its VaR model through daily backtesting by comparing aggregate daily trading gains and losses (excluding fees, commissions, reserves, net interest income, and intraday trading) from covered positions with the corresponding daily VaR-based measures generated by the model.

There were seven company-wide VaR backtesting exceptions during the twelve months ended December 31, 2020, primarily driven by the COVID-19 pandemic, which led to a sudden and significant repricing of instruments in financial markets during the first and second quarters of 2020, as well as an increase in market volatility and deterioration in overall market liquidity. In accordance with established policy and procedure, all company-wide VaR backtesting exceptions are thoroughly reviewed in the context of VaR model use and performance. Following such reviews, Truist determined that the VaR model performed in line with expectations and that the significant moves in underlying market risk factors caused by the COVID-19 pandemic would not typically have been captured within the 1-day VaR measure.

70 Truist Financial Corporation


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Model Risk Management

MRM is responsible for the independent model validation of all decision tools and models including trading market risk models. The validation activities are conducted in accordance with MRM policy, which incorporates regulatory guidance related to the evaluation of model conceptual soundness, ongoing monitoring and outcomes analysis. As part of ongoing monitoring efforts, the performance of all trading risk models are reviewed regularly to preemptively address emerging developments in financial markets, assess evolving modeling approaches, and to identify potential model enhancement.

Stress Testing

The Company uses a comprehensive range of stress testing techniques to help monitor risks across trading desks and to augment standard daily VaR and other risk limits reporting. The stress testing framework is designed to quantify the impact of extreme, but plausible, stress scenarios that could lead to large unexpected losses. Stress tests include simulations for historical repeats and hypothetical risk factor shocks. All trading positions within each applicable market risk category (interest rate risk, equity risk, foreign exchange rate risk, credit spread risk, and commodity price risk) are included in the Company's comprehensive stress testing framework. Management reviews stress testing scenarios on an ongoing basis and makes updates, as necessary, which is intended to ensure that both current and emerging risks are captured appropriately. Management also utilizes stress analyses to support the Company’s capital adequacy assessment standards. See the "Capital" section of this MD&A for additional discussion of capital adequacy.

Credit riskRisk

Credit risk is the risk to current or anticipated earnings or capital arising from the default, inability or unwillingness of a borrower, obligor, or counterparty to meet the terms of any financial obligation with BB&Tto Truist or otherwise perform as agreed. Credit risk exists in all activities where success depends on the performance of a borrower, obligor, or counterparty. Credit risk arises when BB&TTruist funds are extended, committed, invested, or otherwise exposed through actual or implied contractual agreements, whether on or off balanceoff-balance sheet. Credit risk also occursincreases when the credit quality of an issuer whose securities or other instruments the bank holds deteriorates.


BB&TTruist has established the following general practices to manage credit risk:

limiting the amount of credit that individual lenders may extend to a borrower;

establishing a process for credit approval accountability;

careful initial underwriting and analysis of borrower, transaction, market and collateral risks;

ongoing servicing and monitoring of individual loans and lending relationships;

continuous monitoring of the portfolio, market dynamics and the economy; and

periodically reevaluating the bank’sCompany's strategy and overall exposure as economic, market and other relevant conditions change.


Truist Financial Corporation 71


The following discussion presents the principal types of lending conducted by BB&T and describes the underwriting procedures and overall risk management of BB&T’sTruist's lending function.

Underwriting ApproachModel Risk Management

MRM is responsible for the independent model validation of all decision tools and models including trading market risk models. The validation activities are conducted in accordance with MRM policy, which incorporates regulatory guidance related to the evaluation of model conceptual soundness, ongoing monitoring and outcomes analysis. As part of ongoing monitoring efforts, the performance of all trading risk models are reviewed regularly to preemptively address emerging developments in financial markets, assess evolving modeling approaches, and to identify potential model enhancement.

Stress Testing

The loan portfolio isCompany uses a primary sourcecomprehensive range of profitabilitystress testing techniques to help monitor risks across trading desks and risk; therefore, proper loan underwriting is critical to BB&T’s long-term financial success. BB&T’s underwriting approachaugment standard daily VaR and other risk limits reporting. The stress testing framework is designed to define acceptable combinationsquantify the impact of specific risk-mitigating featuresextreme, but plausible, stress scenarios that ensurecould lead to large unexpected losses. Stress tests include simulations for historical repeats and hypothetical risk factor shocks. All trading positions within each applicable market risk category (interest rate risk, equity risk, foreign exchange rate risk, credit relationships conform to BB&T’sspread risk, philosophy. Provided below is a summary of the most significant underwriting criteria used to evaluate new loans and loan renewals:
Cash flow and debt service coverage—cash flow adequacy is a necessary condition of creditworthiness, meaning that loans must either be clearly supported by a borrower’s cash flow or, if not, must be justified by secondary repayment sources.

Secondary sources of repayment—alternative repayment fundscommodity price risk) are a significant risk-mitigating factor as long as they are liquid, can be easily accessed and provide adequate resources to supplement the primary cash flow source.

Value of any underlying collateral—loans are generally secured by the asset being financed. Because an analysis of the primary and secondary sources of repayment is the most important factor, collateral, unless it is liquid, does not justify loans that cannot be serviced by the borrower’s normal cash flows.

Overall creditworthiness of the customer, taking into account the customer’s relationships, both past and current, with BB&T and other lenders—BB&T’s success depends on building lasting and mutually beneficial relationships with clients, which involves assessing their financial position and background.

Level of equity investedincluded in the transaction—in general, borrowersCompany's comprehensive stress testing framework. Management reviews stress testing scenarios on an ongoing basis and makes updates, as necessary, which is intended to ensure that both current and emerging risks are requiredcaptured appropriately. Management also utilizes stress analyses to contribute or invest a portion of their own funds prior to any loan advances.


Commercial Loan and Lease Portfolio
The commercial loan and lease portfolio represents the largest category ofsupport the Company’s total loan portfolio. BB&T’s commercial lending program is generally targeted to serve small-to-middle market businesses with salescapital adequacy assessment standards. See the "Capital" section of $250 million or less. In addition, BB&T’s Corporate Banking Group provides lending solutions to large corporate clients. Traditionally, lending to small and mid-sized businesses has been among BB&T’s strongest market segments. The commercial loan and lease portfolio consists of dealer-based financing of equipment for small businesses, commercial equipment leasing and finance, and full-service commercial mortgage banking. BB&T offers these services to bank clients as well as nonbank clients within and outside BB&T’s primary geographic market area.
In accordance with the Company’s lending policy, each loan undergoes a detailed underwriting process, which incorporates BB&T’s underwriting approach, procedures and evaluations described above. Commercial loans are typically priced with an interest rate tied to market indices, such as the prime rate or LIBOR. Commercial loans are individually monitored and reviewed for any possible deterioration in the ability of the client to repay the loan. Approximately 86.8% of BB&T’s commercial loans are secured by real estate, business equipment, inventories and other types of collateral.

Residential Mortgage Loan Portfolio
Branch Bank offers various types of fixed and adjustable-rate loans for the purpose of constructing, purchasing or refinancing residential properties. BB&T primarily originates conforming mortgage loans and higher quality jumbo and construction-to-permanent loans for owner-occupied properties. Conforming loans are loans that are underwritten in accordance with the underwriting standards set forth by FNMA and FHLMC. They are generally collateralized by one-to-four-family residential real estate, typically have loan-to-collateral value ratios of 80% or less at origination, and are made to borrowers in good credit standing.
Risks associated with the mortgage lending function include interest rate risk, which is mitigated through the sale of a substantial portion of conforming fixed-rate loans in the secondary mortgage market, and an effective MSR hedging process. Borrower risk is lessened through rigorous underwriting procedures and mortgage insurance. The right to service the loans and receive servicing income is generally retained when conforming loans are sold. Management believes that the retention of mortgage servicing is a relationship driver in retail banking and a part of management’s strategy to establish profitable long-term customer relationships and offer high quality client service. BB&T also purchases residential mortgage loans from correspondent originators. The loans purchased from third-party originators are subject to the same underwriting and risk-management criteria as loans originated internally.

Direct Loan Portfolio
The direct loan portfolio primarily consists of a wide variety of loan products offered through BB&T’s branch network. Various types of secured and unsecured loans are marketed to qualifying existing clients and to other creditworthy candidates in BB&T’s market area. The vast majority of direct loans are revolving home equity lines of credit secured by first or second liens on residential real estate. Direct loans are subject to the same rigorous lending policies and procedures as described above for commercial loans and are underwritten with note amounts and credit limits that ensure consistency with the Company’s risk philosophy.
Indirect Loan Portfolio
The indirect portfolio primarily includes secured indirect installment loans to consumers for the purchase of new and used automobiles, boats and recreational vehicles. The indirect portfolio also includes nonprime automobile finance. Such loans are originated through approved franchised and independent dealers throughout the BB&T market area. These loans are relatively homogeneous and no single loan is individually significant in terms of its size and potential risk of loss. Indirect loans are subject to the same rigorous lending policies and procedures as described above for commercial loans and are underwritten with note amounts and credit limits that ensure consistency with the Company’s risk philosophy. In addition to its normal underwriting due diligence, BB&T uses application systems and "scoring systems" to help underwrite and manage the credit risk in its indirect portfolio.
Revolving Credit Loan Portfolio
The revolving credit portfolio consists of the outstanding balances on credit cards and BB&T’s checking account overdraft protection product, Constant Credit. BB&T markets credit cards to its existing banking client base and does not solicit cardholders through nationwide programs or other forms of mass marketing. Such balances are generally unsecured and actively managed.


PCI
The PCI balance includes loans acquired with credit deterioration subsequent to origination as well as loans that were formerly covered by loss sharing agreements. Refer to "Note 3. Loans and ACL"this MD&A for additional information.discussion of capital adequacy.

Liquidity risk
Credit Risk
Liquidity risk is the risk to current or anticipated earnings or capital that BB&T will be unable to meet its obligations as they come due because of an inability to liquidate assets or obtain adequate funding (funding liquidity risk), or that it cannot easily unwind or offset specific exposures without significantly lowering market prices because of inadequate market depth or market disruptions (market liquidity risk).
Market risk
MarketCredit risk is the risk to current or anticipated earnings or capital arising from changesthe default, inability or unwillingness of a borrower, obligor, or counterparty to meet the terms of any financial obligation to Truist or otherwise perform as agreed. Credit risk exists in all activities where success depends on the market valueperformance of portfolios,a borrower, obligor, or counterparty. Credit risk arises when Truist funds are extended, committed, invested, or otherwise exposed through actual or implied contractual agreements, whether on or off-balance sheet. Credit risk increases when the credit quality of an issuer whose securities or other financial instruments. Market risk results from changes ininstruments the level, volatility or correlations among financialbank holds deteriorates.

Truist has established the following general practices to manage credit risk:

limiting the amount of credit that individual lenders may extend to a borrower;
establishing a process for credit approval accountability;
careful initial underwriting and analysis of borrower, transaction, market rates or prices, including interest rates, foreign exchange rates, equity prices, commodity prices orand collateral risks;
ongoing servicing and monitoring of individual loans and lending relationships;
continuous monitoring of the portfolio, market dynamics and the economy; and
periodically reevaluating the Company's strategy and overall exposure as economic, market and other relevant rates or prices.conditions change.

Interest rate
Truist Financial Corporation 71


The following discussion describes the underwriting procedures and overall risk results from differences between the timing of rate changes and the timing of cash flows (re-pricing risk); from changing rate relationships among different yield curves affecting bank activities (basis risk); from changing rate relationships across the spectrum of maturities (yield curve risk); and from interest-related options embedded in bank products (options risk).
For additional information concerning BB&T’s management of market risk, see the "Market Risk Management" section of "Management’s Discussion and Analysis of Financial Condition and Results of Operations."Truist's lending function.

Operational risk
Operational risk is the risk to current or anticipated earnings or capital arising from inadequate or failed internal processes, people and systems or from external events. This definition includes legal risk, which is the risk of loss arising from defective transactions, litigation or claims made, or the failure to adequately protect company-owned assets.
Cybersecurity
In recent years, cybersecurity has gained prominence within the financial services industry due to increases in the quantity and sophistication of cyber attacks, which include significant distributed denial-of-service and credential validation attacks, malicious code and viruses and attempts to breach the security of systems, which, in certain instances, have resulted in unauthorized access to customer account data.
BB&T has a number of complex information systems used for a variety of functions by customers, employees and vendors. In addition, third parties with which BB&T does business or that facilitate business activities (e.g., vendors, exchanges, clearing houses, central depositories and financial intermediaries) could also be sources of cybersecurity risk to BB&T, including with respect to breakdowns or failures of their systems, misconduct by the employees of such parties, or cyber attacks which could affect their ability to deliver a product or service to BB&T.
As a FHC, BB&T must adhere to the security requirements and expectations of the applicable regulatory agencies, which include requirements related to data privacy, systems availability and business continuity planning, among others. The regulatory agencies have established guidelines for the responsibilities of the Board of Directors and senior management, which include establishing policy, appointing and training personnel, implementing review and testing functions and ensuring an appropriate frequency of updates.

The Risk Committee of the Board of Directors is responsible for the management of cybersecurity risk. The DTSSRC and its subcommittees are responsible for cybersecurity strategy, and monitoring and reporting on cybersecurity risks. Corporate Information Security is responsible for day-to-day cybersecurity operations. Various reports on cybersecurity are provided to Executive Management and a quarterly update is provided to the Risk Committee or the full Board of Directors on a rotating basis. Additionally, Corporate Information Security provides an Information Security Annual Report, which includes cybersecurity risk assessments, to the Board of Directors.
As a complement to the overall cybersecurity infrastructure, BB&T utilizes a number of internal training methods, both formally through mandatory courses and informally through written communications and other updates. Internal policies and procedures have been implemented to encourage the reporting of potential phishing attacks or other security risks. BB&T also uses third party services as part of its cybersecurity framework, and any such third parties are required to comply with BB&T’s policies regarding information security and confidentiality. BB&T also uses third party groups to assess and supplement the Company’s cybersecurity needs.

These cyber attacks have not, to date, resulted in any material disruption to BB&T’s operations or harm to its customers and have not had a material adverse effect on BB&T’s results of operations; however, there can be no assurance that a sophisticated cyber attack can be detected or thwarted.

Model Risk Management

MRM is responsible for the independent model validation of all decision tools and models including trading market risk models. The validation activities are conducted in accordance with MRM policy, which incorporates regulatory guidance related to the evaluation of model conceptual soundness, ongoing monitoring and outcomes analysis. As part of ongoing monitoring efforts, the performance of all trading risk models are reviewed regularly to preemptively address emerging developments in financial markets, assess evolving modeling approaches, and to identify potential model enhancement.

Stress Testing

The Company uses a comprehensive range of stress testing techniques to help monitor risks across trading desks and to augment standard daily VaR and other risk limits reporting. The stress testing framework is designed to quantify the impact of extreme, but plausible, stress scenarios that could lead to large unexpected losses. Stress tests include simulations for historical repeats and hypothetical risk factor shocks. All trading positions within each applicable market risk category (interest rate risk, equity risk, foreign exchange rate risk, credit spread risk, and commodity price risk) are included in the Company's comprehensive stress testing framework. Management reviews stress testing scenarios on an ongoing basis and makes updates, as necessary, which is intended to ensure that both current and emerging risks are captured appropriately. Management also utilizes stress analyses to support the Company’s capital adequacy assessment standards. See the "Capital" section of this MD&A for additional discussion of capital adequacy.

Credit Risk

Credit risk is the risk to current or anticipated earnings or capital arising from the default, inability or unwillingness of a borrower, obligor, or counterparty to meet the terms of any financial obligation to Truist or otherwise perform as agreed. Credit risk exists in all activities where success depends on the performance of a borrower, obligor, or counterparty. Credit risk arises when Truist funds are extended, committed, invested, or otherwise exposed through actual or implied contractual agreements, whether on or off-balance sheet. Credit risk increases when the credit quality of an issuer whose securities or other instruments the bank holds deteriorates.

Truist has established the following general practices to manage credit risk:

limiting the amount of credit that individual lenders may extend to a borrower;
establishing a process for credit approval accountability;
careful initial underwriting and analysis of borrower, transaction, market and collateral risks;
ongoing servicing and monitoring of individual loans and lending relationships;
continuous monitoring of the portfolio, market dynamics and the economy; and
periodically reevaluating the Company's strategy and overall exposure as economic, market and other relevant conditions change.

Truist Financial Corporation 71


The following discussion describes the underwriting procedures and overall risk management of Truist's lending function.

Underwriting Approach

The loan portfolio is a primary source of profitability and risk; therefore, proper loan underwriting is critical to Truist's long-term financial success. Truist's underwriting approach is designed to define acceptable combinations of specific risk-mitigating features that promote credit relationships that conform to Truist's risk philosophy. Provided below is a summary of the most significant underwriting criteria used to evaluate new loans and loan renewals:

Cash flow and debt service coverage - cash flow adequacy is a necessary condition of creditworthiness, meaning that loans must either be clearly supported by a borrower's cash flow or, if not, must be justified by secondary repayment sources.
Secondary sources of repayment - alternative repayment funds are a significant risk-mitigating factor as long as they are liquid, can be easily accessed, and provide adequate resources to supplement the primary cash flow source.
Value of any underlying collateral - loans are generally secured by the asset being financed. Because an analysis of the primary and secondary sources of repayment is the most important factor, collateral, unless it is liquid, does not justify loans that cannot be serviced by the borrower's normal cash flows.
Overall creditworthiness of the client, taking into account the client's relationships, both past and current, with Truist and other lenders - Truist's success depends on building lasting and mutually beneficial relationships with clients, which involves assessing their financial position and background.
Level of equity invested in the transaction - in general, borrowers are required to contribute or invest a portion of their own funds prior to any loan advances.

Refer to the "Lending Activities" section in this MD&A for a discussion of each loan and lease portfolio.

Liquidity Risk

Liquidity risk is the risk that (i) Truist will be unable to meet its obligations as they come due because of an inability to obtain adequate funding (funding liquidity risk), or (ii) Truist cannot easily unwind or offset specific exposures without significantly lowering market prices because of inadequate market depth or market disruptions (market liquidity risk).

Compliance Risk

Compliance risk is the risk to current or anticipated earnings or capital arising from violations of laws, rules or regulations, or from non-conformance with prescribed practices, internal policies and procedures or ethical standards. This risk exposes Truist to fines, civil monetary penalties, payment of damages and the voiding of contracts. Compliance risk can result in diminished reputation, reduced franchise or enterprise value, limited business opportunities and lessened expansion potential.

Strategic Risk

Strategic risk is the risk of financial loss, diminished stakeholder confidence, or negative impact to human capital resulting from ineffective strategy setting and execution, adverse business decisions, or lack of responsiveness to changes in the banking industry and operating environment. Truist is committed to fulfilling its overall strategic objectives by selecting business strategies and operating businesses in a manner consistent with achieving profitability/earnings growth and maintaining strong confidence and trust with its key stakeholder constituencies.

Reputation Risk

Reputation risk is the risk to current or anticipated earnings, capital, enterprise value, the Truist brand, and public confidence arising from negative publicity or public opinion, whether real or perceived, regarding Truist's business practices, products, services, transactions, or other activities undertaken by Truist, its representatives, or its partners. A negative reputation may impair Truist's relationship with clients, teammates, communities or shareholders, and it is often a residual risk that arises when other risks are not managed properly.

Operational Risk

Operational risk is the risk to current or anticipated earnings or capital arising from inadequate or failed internal processes, people and systems or from external events. It includes legal risk, which is the risk of loss arising from defective transactions, litigation or claims made, or the failure to adequately protect company-owned assets. An operational loss occurs when an event results in a loss or reserve originating from operational risk.

72 Truist Financial Corporation


Model Risk

Model risk is the risk to current or anticipated earnings or capital from decisions based on incorrect or misused model outputs. BB&TTruist uses models for many purposes, including the valuation of financial positions, estimation of credit losses, and the measurement of risk. Valuation models are used to value certain financial instruments for which quoted prices may not be readily available. Valuation models are also used as inputs for VaR, the estimation of VaR itself, regulatory capital, stress testing and the ACL. Models are owned by the applicable BUs, who are responsible for the development, implementation and use of their models. Oversight of these functions is performed by the MRM, which is a component of the RMO. Once models have been approved, model owners are responsible for the maintenance of an appropriate operating environment and must monitor and evaluate the performance of the models on a recurring basis. Models are updated in response to changes in portfolio composition, industry and economic conditions, technological capabilities and other developments.


MRM manages model risk in a holistic manner through a suite of model governance and model validation activities. The risk of each model is assessed and classified into various risk tiers. Additionally, MRM maintains an enterprise-wide model inventory containing relevant model information. Regarding model validation, MRM utilizes internal validation analysts and managers with skill sets in predictive modeling to perform detailed reviews of model development, implementation and conceptual soundness. On certain occasions, the MRM will also engage external parties to assist with validation efforts. TheOnce in a production environment, MRM maintains documented quality assurance procedures that are used to confirm that validation analysts have completed the necessary field work in an auditable and complete fashion. Theassesses a model’s performance on a periodic basis through ongoing monitoring reviews. MRM tracks issues that have been identified byduring model validation analystsor through ongoing monitoring, and engages with model owners to ensure their timely remediation. MRM presentsgauges model limitations and risksrisk utilizing a collection of key risk indicators, which are periodically reported to management andrelevant committees, including but not limited to, the Model Risk Management Committee as well as the Board Risk Committee. MRM will also present model risk topics to the Board Risk Committee as necessary.

Merger Integration Risk

The Truist Merger Program was designed to ensure successful integration following the Merger through strong governance practices and controls, with processes, metrics and reporting exemplifying a strong risk culture. The core Truist Merger Program structure consists of Directors via model validation reportskey stakeholders from each line of business. Integration activities and regular meetingsrisk mitigation are monitored through established workgroups and Truist Merger Program leadership, with oversight and escalation into the ORMC.Merger Oversight Committee (as the primary committee), TMC and Board Technology Committee.


Reputation riskTechnology Risk

ReputationTechnology risk is the risk to current or anticipated earnings, capital, enterprise value, the BB&T brand, and public confidence arising from negative publicity or public opinion, whether real or perceived, regarding BB&T’s business practices, products, services, transactions, or other activities undertaken by BB&T, its representatives, or its partners. A negative reputation may impair BB&T’s relationship with clients, associates, communities or shareholders, and it is often a residual risk that arises when other risks are not managed properly.
Strategic risk
Strategic risk is the risk to current or anticipated earnings, capital, enterprise value and the achievement of BB&T’s vision, mission, purpose and business objectives consistent with its values that arises from BB&T’s business strategy or potentially adverse business decisions, improper or ineffective implementation of business decisions or lack of responsiveness to changes in the banking industry and operating environment. Strategic risk is a function of BB&T’s strategic goals, business strategies, resources and quality of implementation. The responsibility for managing this risk rests with the Board of Directors, Executive Management and the Senior Leadership Team.
Market Risk Management
The effective management of market risk is essential to achieving BB&T’s strategic financial objectives. As a financial institution, BB&T’s most significant market risk exposure is interest rate risk in its balance sheet; however, market risk also includes product liquidity risk, price risk and volatility risk in BB&T’s BUs. The primary objectives of market risk management are to minimize any adverse effect that changes in market risk factors may have on net interest income, net income and capital and to offset the risk of price changes for certain assets recorded at fair value. At BB&T, market risk management also includes the enterprise-wide IPV function.
Interest Rate Market Risk (Other than Trading)
BB&T actively manages market risk associated with assetthe use, ownership, operation, involvement, influence and liability portfoliosadoption of information technology across the Company. Truist has defined and adopted a technology risk framework that provides the foundation for technology risk strategy, program and oversight and defines key objectives, operating model components, risk domains and capabilities to manage this risk.

Digital technology is constantly evolving, and new and unforeseen threats and actions by others may disrupt operations or result in losses beyond Truist’s risk control thresholds. Truist maintains a comprehensive risk-based information security / cybersecurity framework implemented through people, processes, and technology whereby Truist actively monitors and evaluates threats, events, and the performance of its business operations and continually adapts its risk mitigation activities accordingly.

Truist's framework aligns with a focus onthose of the strategic pricingNational Institute of assetStandards and liability accountsTechnology, the International Standards Organization 27000 series, the IT Governance Institute, and management of appropriate maturity mixes of assetsthe Control Objectives for Information and liabilities. The goal of these activities isRelated Technology, as well as conforms with the requirements and guidance from applicable regulatory authorities, including the Federal Financial Institutions Examination Council. In addition, Truist’s framework, which includes internally and externally focused capabilities, drives the development and implementation of appropriate maturity and repricing opportunities in BB&T’s portfolios of assets and liabilitiesTruist’s holistic data security strategy that will produce reasonably consistent net interest income during periods of changing interest rates. These portfolios are analyzed for proper fixed-rate and variable-rate mixes under various interest rate scenarios.

The asset/liability management process is designed to achieve relatively stable NIMreduce risk while enabling Truist’s corporate business objectives.

Truist has built an organization with dedicated, skilled talent to operationalize Truist’s cybersecurity strategy. The cybersecurity strategy is enabled by continuous enhancement of Truist’s multilayered defenses including advanced capabilities for early and assure liquidity by coordinatingrapid cyber threat identification, detection, protection, response, and recovery. Truist participates in the volumes, maturities or repricing opportunities of earning assets, depositsfederally recognized financial sector information sharing organization structure, known as the Financial Services Information Sharing and borrowed funds. Among other things, this process gives consideration to prepayment trends related to securities, loans and leases and certain deposits that have no stated maturity. Prepayment assumptions are developed usingAnalysis Center as a combination of market data and internal historical prepayment experience for residential mortgage-related loans and securities, and internal historical prepayment experience for client deposits with no stated maturity and loans that are not residential mortgage related. These assumptions are subject to monthly review and adjustment, and are modified as deemed necessary to reflect changes in interest rates relative to the reference ratekey part of the underlying assets or liabilities. On a monthly basis, BB&T evaluates the accuracy of its Simulation model, which includes an evaluation of its prepayment assumptions, to ensure that all significant assumptions inherent in the model appropriately reflect changes in the interest rate environmentCompany’s cyber threat intelligence and related trends in prepayment activity. It is the responsibility of the MRLCC to determine and achieve the most appropriate volume and mix of earning assets and interest-bearing liabilities,response programs, as well as to ensure an adequate level of liquidityother industry organizations and capital, within the context of corporate performance goals. The MRLCC also sets policy guidelines and establishes long-term strategies with respect to interest rate risk exposure and liquidity. The MRLCC meets regularly to review BB&T’s interest rate risk and liquidity positions in relation to present and prospective market and business conditions, and adopts funding and balance sheet management strategiesinitiatives that are intended to ensure that the potential impacts on earnings and liquidity as a result of fluctuations in interest rates are within acceptable tolerance guidelines.
BB&T uses derivatives primarily to manage economic risk related to securities, commercial loans, MSRs and mortgage banking operations, long-term debt and other funding sources. BB&T also uses derivatives to facilitate transactions on behalf of its clients. As of December 31, 2017, BB&T had derivative financial instruments outstanding with notional amounts totaling $75.2 billion, with a net fair value loss of $271 million. See "Note 17. Derivative Financial Instruments" for additional disclosures.
The majority of BB&T’s assets and liabilities are monetary in nature and, therefore, differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. Fluctuations in interest rates and actions of the FRB to regulate the availability and cost of credit have a greater effect on a financial institution’s profitability than do the effects of higher costs for goods and services. Through its balance sheet management function, which is monitored by the MRLCC, management believes that BB&T is positioned to respond to changing needs for liquidity, changes in interest rates and inflationary trends.
Management uses the Simulation to measure the sensitivity of projected earnings to changes in interest rates. The Simulation projects net interest income and interest rate risk for a rolling two-year period of time. The Simulation takes into account the current contractual agreements that BB&T has made with its customers on deposits, borrowings, loans, investments and commitments to enter into those transactions. Furthermore, the Simulation considers the impact of expected customer behavior. Management monitors BB&T’s interest sensitivity by means of a model that incorporates the current volumes, average rates earned and paid, and scheduled maturities and payments of asset and liability portfolios, together with multiple scenarios that include projected prepayments, repricing opportunities and anticipated volume growth. Using this information, the model projects earnings based on projected portfolio balances under multiple interest rate scenarios. This level of detail is needed to simulate the effect that changes in interest rates and portfolio balances may have on the earnings of BB&T. This method is subject to the accuracy of the assumptions that underlie the process, but management believes that it provides a better illustration of the sensitivity of earnings to changes in interest rates than other analysespromote industry best practices such as static or dynamic gap. In additionharmonized cybersecurity standards, cyber readiness, and secure consumer financial data sharing.

To further mitigate the risks presented by an evolving cyber threat landscape, Truist provides data protection guidance to the Simulation, BB&T uses EVEclients and promotes data protection awareness and accountability through mandatory teammate training. Truist conducts scenario-driven test exercises simulating impacts and consequences developed through analysis to focus on projected changes in assets and liabilities given potential changes in interest rates. This measure also allows BB&T to analyze interest rate risk that falls outside the analysis window contained in the Simulation. The EVE model is a discounted cash flow of the portfolio of assets, liabilities, and derivative instruments. The difference in the present value of assets minus the present value of liabilities is defined as the economic value of equity.
The asset/liability management process requires a number of key assumptions. Management determines the most likely outlook for the economy and interest rates by analyzing external factors, including published economic projections and data, the effects of likely monetary and fiscal policies,real-world technology incidents as well as any enacted or prospective regulatory changes. BB&T’s currentknown and prospective liquidity position, current balance sheet volumes and projected growth, accessibility of funds for short-term needs and capital maintenance are also considered. This data is combined with various interest rate scenarios to provide management with the information necessary to analyze interest sensitivity and to aid in the development of strategies to reach performance goals.

The following table shows the effect that the indicated changes in interest rates would have on net interest income as projected for the next twelve months assuming a gradual change in interest rates as described below. Key assumptions in the preparation of the table include prepayment speeds of mortgage-related and other assets, cash flows and maturities of derivative financial instruments, loan volumes and pricing, deposit sensitivity, customer preferences and capital plans. The resulting change in net interest income reflects the level of interest rate sensitivity that income has in relation to the investment, loan and deposit portfolios.

Table 25
Interest Sensitivity Simulation Analysis
   
Interest Rate Scenario Annualized Hypothetical Percentage Change in Net Interest Income
  Prime Rate 
Linear Change in Prime Rate December 31, December 31,
 2017 2016 2017 2016
Up 200 bps 6.50% 5.75% 3.09 % 3.13 %
Up 100 5.50
 4.75
 2.07
 2.14
No Change 4.50
 3.75
 
 
Down 25 4.25
 3.50
 (1.06) (0.93)
Down 100 3.50
 2.75
 (6.62) NA
The MRLCC has established parameters related to interest sensitivity that prescribe a maximum negative impact on net interest income under different interest rate scenarios. In the event the results of the Simulation model fall outside the established parameters, management will make recommendations to the MRLCC on the most appropriate response given the current economic forecast. The following parameters and interest rate scenarios are considered BB&T’s primary measures of interest rate risk:
Maximum negative impact on net interest income of 2% for the next 12 months assuming a 25 basis point change in interest rates each month for four months followed by a flat interest rate scenario for the remaining eight month period.

Maximum negative impact on net interest income of 4% for the next 12 months assuming a 25 basis point change in interest rates each month for eight months followed by a flat interest rate scenario for the remaining four month period.

If a parallel rate change of 200 basis points cannot be modeled due to a low level of rates, a proportional limit applies, and the maximum negative impact on net interest income is adjusted on a proportional basis. Regardless of the proportional limit, the negative risk exposure limit will be the greater of the 4% or the proportional limit.
Management has also established a maximum negative impact on net interest income of 4% for an immediate 100 basis points parallel change in rates and 8% for an immediate 200 basis points parallel change in rates. Management currently only models up to a negative 100 basis point decline, and the maximum negative impact on net interest income is adjusted on a proportional basis. Regardless of the proportional limit, the negative risk exposure limit will be the greater of 4% or the proportional limit.anticipated cyber threats. These "interest rate shock" limitsexercises are designed to create an outer bandassess the viability of acceptableTruist’s crisis response and management programs and provide the basis for continuous improvement.

Truist Financial Corporation 73


Truist’s cybersecurity risk based upon a significantprogram is overseen by Executive Leadership and immediate change in rates.

Management has temporarily suspended its interest rate exposure limits to declining interest rates. As the Federal Reserve has started to raise rates, competitive pressureBoard. Regular updates on deposit rates has not materialized. As a result, asset repricing in excess of liability repricing is causing the measured exposure to declining rates to increase. Management evaluates its interest rate risk position each month.
Management must also consider how the balance sheet and interest rate risk position could be impacted by changes in balance sheet mix. Liquidity in the banking industry has been very strong during the current economic cycle. Much of this liquidity increase has been due to a significant increase in noninterest-bearing demand deposits. Consistent with the industry, Branch Bank has seen a significant increase in this funding source. The behavior of these deposits is onestatus of the most important assumptions used in determining the interest ratecybersecurity risk position of BB&T. A loss of these deposits in the future would reduce the asset sensitivity of BB&T’s balance sheet as the Company increases interest-bearing fundsprogram, including information security risks and incidents, emerging threats, and control environment, are aggregated and escalated to offset the loss of this advantageous funding source.

Beta represents the correlation between overall market interest ratesExecutive Leadership and the rates paid by BB&T on interest-bearing deposits. BB&T applies an average beta of approximately 50%Board. Additionally, Truist has a Cyber Incident Response Team that manages significant cyber-specific events with escalation up to Executive Leadership and the Board. Truist’s framework requires annual exercises at a minimum to test Truist’s preparedness. The Board devotes significant time and attention to its non-maturity interest bearing deposit accountsoversight of cyber security risk and approves related information security policies. Although Truist has invested substantial resources to manage and reduce cybersecurity risk, it is not possible to completely eliminate this risk. Truist obtains insurance that protects against certain losses, expenses, and damages associated with cybersecurity risk. See Item 1A, "Risk Factors," for determining its interest rate sensitivity. Non-maturity interest bearing deposit accounts include interest checking accounts, savings accounts, and money market accounts that do not have a contractual maturity. Due to current market conditions the actual deposit beta on non-maturity interest bearing deposits has been less than 15%; however, BB&T expects the beta to increase as rates continue to rise. BB&T regularly conducts sensitivity on other key variables to determine the impact they could have on the interest rate risk position. This allows BB&T to evaluate the likely impact on its balance sheet management strategies due to a more extreme variation in a key assumption than expected.additional information regarding cybersecurity risk.


The following table shows the effect that the loss of demand deposits and an associated increase in managed rate deposits would have on BB&T’s interest-rate sensitivity position. For purposes of this analysis, BB&T modeled the incremental beta for the replacement of the lost demand deposits at 100%.
Table 26
Deposit Mix Sensitivity Analysis
     
Increase in Rates Base Scenario at December 31, 2017 (1) Results Assuming a Decrease in Noninterest-Bearing Demand Deposits
  $1 Billion $5 Billion
Up 200 bps 3.09% 2.88% 2.04%
Up 100 2.07
 1.94
 1.42
(1) The base scenario is equal to the annualized hypothetical percentage change in net interest income at December 31, 2017 as presented in the preceding table.

If rates increased 200 basis points, BB&T could absorb the loss of $14.8 billion, or 27.5%, of noninterest-bearing demand deposits and replace them with managed rate deposits with a beta of 100% before becoming neutral to interest rate changes.
The following table shows the effect that the indicated changes in interest rates would have on EVE. Key assumptions in the preparation of the table include prepayment speeds of mortgage-related and other assets, cash flows and maturities of derivative financial instruments, loan volumes and pricing and deposit sensitivity.
Table 27
EVE Simulation Analysis
     
  EVE/Assets Hypothetical Percentage Change in EVE
  December 31, December 31,
Change in Rates 2017 2016 2017 2016
Up 200 bps 11.4% 11.6% (5.1)% 1.3 %
Up 100 11.9
 11.7
 (0.9) 1.8
No Change 12.0
 11.5
 
 
Down 25 11.9
 11.3
 (0.7) (1.1)
Down 100 11.1
 NA
 (7.7) NA
Market Risk from Trading Activities
BB&T also manages market risk from trading activities which consists of acting as a financial intermediary to provide its customers access to derivatives, foreign exchange and securities markets. Trading market risk is managed through the use of statistical and non-statistical risk measures and limits. BB&T utilizes a historical VaR methodology to measure and aggregate risks across its covered trading BUs. This methodology uses two years of historical data to estimate economic outcomes for a one-day time horizon at a 99% confidence level. The average 99% one-day VaR and the maximum daily VaR for the years ended December 31, 2017 and 2016 were each less than $1 million. Market risk disclosures under Basel II.5 are available in the Additional Disclosures section of the Investor Relations site on BBT.com.

Liquidity

Liquidity represents the continuing ability to meet funding needs, including deposit withdrawals, timely repayment of borrowings and other liabilities, and funding of loan commitments. In addition to the level of liquid assets, such as cash, cash equivalents and AFS securities, many other factors affect the ability to meet liquidity needs, including access to a variety of funding sources, maintaining borrowing capacity, in national money markets, growing core deposits, theloan repayment of loans and the ability to securitize or package loans for sale.


BB&TTruist monitors the ability to meet customerclient demand for funds under both normal and stressed market conditions. In considering its liquidity position, management evaluates BB&T’sTruist's funding mix based on client core funding, client rate-sensitive funding and national markets funding. In addition, management also evaluates exposure to rate-sensitive funding sources that mature in one year or less. Management also measures liquidity needs against 30 days of stressed cash outflows for Branch BankTruist and BB&T.Truist Bank. To ensure a strong liquidity position and compliance with regulatory requirements, management maintains a liquid asset buffer of cash on hand and highly liquid unpledgedunencumbered securities. BB&T follows the FRB's enhanced prudential standards for purposes of determining the liquid asset buffer. BB&T’s policy is to use the greater of 5% or a range of projected net cash outflows over a 30 day period. As of December 31, 20172020 and 2016, BB&T’sDecember 31, 2019, Truist's liquid asset buffer, was 14.3% and 12.6%, respectively,as a percent of total assets.assets, was 20.2% and 16.5%, respectively.


BB&TThe LCR rule directs large U.S. banking organizations to hold unencumbered high-quality liquid assets sufficient to withstand projected 30-day total net cash outflows, each as defined under the LCR rule. As of January 1, 2020, Truist is considered to be a "modified LCR" holding company. BB&T would be subject to fullthe Category III reduced LCR requirements if its assets were to increase above $250 billion or if it were to be considered internationally active. BB&T produces LCR calculations to effectively manage the position of High-Quality Liquid Assets and the balance sheet deposit mix to optimize BB&T's liquidity position. BB&T'srequirements. Truist's average LCR was approximately 138% at113% for the three months ended December 31, 2017, compared to2020, well above the regulatory minimum for such entities of 100%, which puts BB&T in full compliance with the rule. The LCR can experience volatility due to issues like maturing debt rolling into the 30 day measurement period, or client inflows and outflows. The daily change in BB&T’s LCR can be positive or negative, with negative changes representing a reduction in measured liquidity. The negative changes averaged less than 2% during 2017 with a maximum change of approximately 11%.


As noted above, BB&T is currently subject to the modified LCR requirement. BB&T routinely evaluates the impact of becoming subject to the full LCR requirement. This includes an evaluation of the changes to the balance sheet and investment strategy that would be necessary to comply with the requirement. Management does not currently expect the required changes to have a material impact on BB&T’s financial condition or results of operations.

On April 27, 2016, the OCC, the FRB and the FDIC released a notice of proposed rulemaking for the US version of the net stable funding ratio. Under the proposal, BB&T will be a "modified NSFR" holding company. BB&T would be subject to full NSFR requirements if it has $250 billion or more in assets or $10 billion or more in total on-balance sheet foreign exposure. BB&T is evaluating the information in the proposal but does not currently expect a material impact on its results of operations or financial condition.

Parent Company

The purpose of the Parent Company is to serveserves as the primary source of capital for the operating subsidiaries, withsubsidiaries. The Parent Company's assets consist primarily consisting of cash on deposit with BranchTruist Bank, equity investments in subsidiaries, advances to subsidiaries, accountsand notes receivable from subsidiaries, and other miscellaneous assets.subsidiaries. The principal obligations of the Parent Company are payments on long-term debt. The main sources of funds for the Parent Company are dividends and management fees from subsidiary,subsidiaries, repayments of advances to subsidiaries, and proceeds from the issuance of equity and long-term debt. The primary uses of funds by the Parent Company are for investments in subsidiaries, advances to subsidiaries, dividend payments to common and preferred shareholders, retirement of common stock, and payments on long-term debt.

The primary source of funds used for Parent Company cash requirements was dividends received from subsidiaries. See "Note 15.22. Parent Company Financial Statements"Information" for additional information regarding dividends from subsidiaries and debt transactions.

LiquidityAccess to funding at the Parent Company is more susceptiblesensitive to market disruptions. BB&TTherefore, Truist prudently manages cash levels at the Parent Company to cover a minimum of one year of projected contractual cash outflows which includes unfunded external commitments, debt service, common and preferred dividends and scheduled debt maturities, without the benefit of any new cash infusions. Generally, BB&Tinflows. Truist maintains a significant buffer above the projected one year of contractual cash outflows. In determining the buffer, BB&TTruist considers cash requirements for common and preferred dividends, unfunded commitments to affiliates, beingserving as a source of strength to its banking subsidiariesTruist Bank, and being able to withstand sustained market disruptions that could limit access to the capital markets. As ofAt December 31, 20172020 and 2016,December 31, 2019, the Parent Company had 2943 months and 2529 months, respectively, of cash on hand to satisfy projected contractual cash outflows, and 2322 months and 1920 months, respectively, taking into accountwhen including the payment of common stock dividends.

BranchTruist Bank

BB&TTruist carefully manages liquidity risk at BranchTruist Bank. Branch Bank’sTruist Bank's primary source of funding is customerclient deposits. Continued access to customerclient deposits is highly dependent on thepublic confidence the public has in the stability of the bankTruist Bank and its ability to return funds to the clientclients when requested. BB&T

Truist Bank maintains a strong focus on its reputation in the market to ensure continued access to client deposits. BB&T integrates its risk appetite into its overall risk management framework to ensure the bank does not exceed its risk tolerance through its lending and other risk taking functions and thus risk becoming undercapitalized. BB&T believes that sufficient capital is paramount to maintaining the confidencenumber of its depositors and other funds providers. BB&T has extensive capital management processes in place to ensure it maintains sufficient capital to absorb losses and maintain a highly capitalized position that will instill confidence in the bank and allow continued access to deposits and otherdiverse funding sources. Branch Bank monitors many liquidity metrics at the bank including funding concentrations, diversification, maturity distribution, contingent funding needs and ability to meet liquidity requirements under times of stress.

Branch Bank has several major sources of funding to meet its liquidity requirements, including access torequirements. These sources include unsecured borrowings from the capital markets through the issuance of senior or subordinated bank notes, and institutional CDs, access to the FHLB system, dealer repurchase agreements and repurchase agreements with commercial clients, access to the overnight and term Federal funds markets, use of a Cayman branch facility,and retail brokered CDs. Truist Bank also maintains access to retail brokered CDssecured borrowing sources including FHLB advances, repurchase agreements, and a borrower in custody program with the FRB for the discount window. As ofAt December 31, 2017, BB&T has2020, Truist Bank had approximately $80.9$198.7 billion of available secured borrowing capacity, which represents approximately 8.89.4 times the amount of one year wholesale funding maturities.maturities in one-year or less. In addition to secured borrowing sources, Truist had excess eligible cash at the Federal Reserve Bank of $13.4 billion at December 31, 2020.


74 Truist Financial Corporation


The ability to raise funding at competitive prices is affected by the rating agencies’agencies' views of the Parent Company’sCompany's and Branch Bank’sTruist Bank's credit quality, liquidity, capital and earnings. Management meets with the rating agencies on a regular basis to discuss current outlooks. In April 2020, DBRS revised its outlook for Truist and Truist Bank from "positive" to "stable," citing economic deterioration related to COVID-19. DBRS affirmed all other ratings for Truist and Truist Bank. Additionally, Fitch revised its outlook for Truist and Truist Bank from "stable" to "negative," also citing pandemic-related economic deterioration. Fitch downgraded Truist’s subordinated debt to A-, and upgraded Truist’s preferred stock to BBB, in order to align these ratings to its recently revised bank rating methodology.

In July 2020, Fitch completed the implementation of its revised bank rating methodology. As a result, Fitch downgraded Truist’s senior unsecured debt to A and affirmed Truist Bank’s senior unsecured and subordinated debt ratings. This rating action taken by Fitch was solely a function of implementing its revised bank rating methodology and did not reflect a change in Fitch’s current or expected view of Truist’s or Truist Bank’s credit fundamentals.

The ratings for BB&TTruist and BranchTruist Bank by the major rating agencies are detailed in the table below:

Table 28
39: Credit Ratings of BB&TTruist Financial Corporation and BranchTruist Bank
December 31, 2017S&PMoody'sFitchDBRS Morningstar
Truist Financial Corporation:
IssuerS&PA- / A-2Moody'sA3FitchA+ / F1DBRSAH / R-1L
BB&T Corporation:Senior unsecuredA-A3AAH
Commercial PaperSubordinatedA-2BBB+N/AA3F1A-R-1(low)A
IssuerPreferred stockA-BBB-A2Baa2(hyb)A+BBBA(high)BBBH
LT/Senior debtTruist Bank:A-A2A+A(high)
Subordinated debtIssuerBBB+A / A-1A2AA+ / F1AAAL / R-1M
Preferred stockSenior unsecuredBBB-ABaa1(hyb)A2BBB-A+BBB(high)AAL
DepositsNAAa2 / P-1AA- / F1+AAL / R-1M
Branch Bank:SubordinatedA-(P) A3AAH
Long term depositsRatings outlook:N/AAa1AA-AA(low)
LT/Senior unsecured bank notesCredit trendAStableA1StableA+NegativeAA(low)
Other long term senior obligationsAN/AA+AA(low)
Other short term senior obligationsA-1N/AF1R-1(middle)
Short term bank notesA-1P-1F1R-1(middle)
Short term depositsN/AP-1F1+R-1(middle)
Subordinated bank notesA-A2AA(high)
Ratings Outlook:
Credit TrendStableStableStableStable

BB&T and Branch Bank have Contingency Funding PlansTruist has a contingency funding plan designed to ensure that liquidity sources are sufficient to meet their ongoing obligations and commitments, particularly in the event of a liquidity contraction. These plans areThis plan is designed to examine and quantify the organization’sorganization's liquidity under various "stress" scenarios. Additionally, the plans provideplan provides a framework for management and other critical personnel to follow in the event of a liquidity contraction or in anticipation of such an event. The plans addressplan addresses authority for activation and decision making, liquidity options, and the responsibilities of key departments in the event of a liquidity contraction. The liquidity options available to management could include seeking secured funding, asset sales, and under the most extreme scenarios, curtailing new loan originations.

Management believes current sources of liquidity are adequate to meet BB&T’sTruist's current requirements and plans for continued growth. See "Note 4. Premises9. Other Assets and Equipment,Liabilities," "Note 8. Long-Term Debt"11. Borrowings" and "Note 13.16. Commitments and Contingencies" for additional information regarding outstanding balances of sources of liquidity and contractual commitments and obligations.

Truist Financial Corporation 75


Contractual Obligations, Commitments, Contingent Liabilities and Off-Balance Sheet Arrangements and Related Party Transactions

The following table presents Truist's contractual obligations by payment date as of December 31, 2017, BB&T’s contractual obligations by payment date.2020. The payment amounts represent those amounts contractually due to the recipient.due. The table excludes liabilities recorded where management cannot reasonably estimate the timing of any payments that may be requiredrequired. UTBs, which represent a reserve for tax positions taken or expected to be taken, which ultimately may not be sustained upon examination by taxing authorities, have been excluded from the table below since the ultimate amount and timing of any future tax settlements are uncertain. Refer to "Note 14. Income Taxes" for additional details related to UTBs.
Table 40: Contractual Obligations and Other Commitments
December 31, 2020
(Dollars in millions)
TotalLess than 1 Year1 to 3 Years3 to 5 YearsAfter 5 Years
Long-term debt (1)$39,602 $5,373 $14,375 $11,106 $8,748 
Operating leases2,079 361 677 468 573 
Commitments to fund affordable housing investments1,057 623 364 27 43 
Renewable energy, private equity and certain other equity method investment commitments (2)547 284 145 74 44 
Time deposits21,941 17,438 3,860 593 50 
Contractual interest payments (3)3,723 1,012 1,407 838 466 
Purchase obligations (4)2,020 705 739 401 175 
Nonqualified benefit plan obligations (5)1,914 22 54 53 1,785 
Total contractual cash obligations$72,883 $25,818 $21,621 $13,560 $11,884 
(1)Amounts include imputed interest of $5 million related to finance leases.
(2)Based on estimated payment dates.
(3)Includes accrued interest and future contractual interest obligations. Variable rate payments are based upon the rate in connection with these liabilities. Further discussioneffect at December 31, 2020.
(4)Represents obligations to purchase goods or services that are enforceable and legally binding. Many of the nature of each obligation ispurchase obligations have terms that are not fixed and determinable and are included in "Note 13. Commitmentsthe table above based upon the estimated timing and Contingencies."amount of payment. In addition, certain of the purchase agreements contain clauses that would allow Truist to cancel the agreement with specified notice; however, that impact is not included in the table above.

(5)Although technically unfunded plans, rabbi trusts and insurance policies on the lives of certain of the covered employees are available to finance future benefit plan payments.

Table 29
Contractual Obligations and Other Commitments
December 31, 2017
           
(Dollars in millions) Total Less than 1 Year 1 to 3 Years 3 to 5 Years After 5 Years
Long-term debt and capital leases $23,559
 $2,446
 $10,845
 $6,107
 $4,161
Operating leases 1,511
 255
 427
 320
 509
Commitments to fund affordable housing investments 928
 536
 349
 20
 23
Private equity and other investments commitments (1) 143
 39
 69
 28
 7
Time deposits 13,170
 8,379
 3,804
 970
 17
Contractual interest payments (2) 3,004
 751
 1,113
 560
 580
Purchase obligations (3) 1,335
 608
 544
 160
 23
Nonqualified benefit plan obligations (4) 1,020
 15
 31
 33
 941
Total contractual cash obligations $44,670
 $13,029
 $17,182
 $8,198
 $6,261
(1)Based on estimated payment dates.
(2)Includes accrued interest, future contractual interest obligations and the impact of hedges in a loss position. Other derivatives are excluded. Variable rate payments are based upon the rate in effect at December 31, 2017.
(3)Represents obligations to purchase goods or services that are enforceable and legally binding. Many of the purchase obligations have terms that are not fixed and determinable and are included in the table above based upon the estimated timing and amount of payment. In addition, certain of the purchase agreements contain clauses that would allow BB&T to cancel the agreement with specified notice; however, that impact is not included in the table above.
(4)Although technically unfunded plans, Rabbi Trusts and insurance policies on the lives of certain of the covered employees are available to finance future benefit plan payments.
BB&T’sTruist's commitments include investments in affordable housing projects throughout its market area, renewable energy credits, and private equity funds. Refer to "Note 1. SummaryBasis of Significant Accounting Policies"Presentation" and "Note 13.16. Commitments and Contingencies" for further discussion of these commitments.
In addition, BB&TTruist enters into derivative contracts to manage various financial risks. A derivative is a financial instrument that derives its cash flows, and therefore its value, by reference to an underlying instrument, index or referenced interest rate. Derivative contracts are carried at fair value on the Consolidated Balance Sheets with the fair value representing the net present value of expected future cash receipts or payments based on market interest rates as of the balance sheet date. Derivative contracts are written in amounts referred to as notional amounts, which only provide the basis for calculating payments between counterparties and are not a measure of financial risk. Therefore, the derivative liabilities recorded on the balance sheet as of December 31, 2017 do not represent the amounts that may ultimately be paid under these contracts. Further discussion of derivative instruments is included in "Note 1. SummaryBasis of Significant Accounting Policies"Presentation" and "Note 17.19. Derivative Financial Instruments."
In the ordinary course of business, BB&T indemnifies its officers and directors Further discussion related to the fullest extent permitted by law against liabilities arising from litigation. BB&T also issues standard representationnature of Truist's obligations is included in "Note 16. Commitments and warranties in underwriting agreements, merger and acquisition agreements, loan sales, brokerage activities and other similar arrangements. Counterparties in many of these indemnifications provide similar indemnifications to BB&T. Although these agreements often do not specify limitations, BB&T does not believe that any payments related to these guarantees would materially change the financial condition or results of operations of BB&T.
BB&T holds public funds in certain states that do not require 100% collateralization on public fund bank deposits. In these states, should the failure of another public fund depository institution result in a loss for the public entity, the resulting uncollateralized deposit shortfall would have to be absorbed on a pro-rata basis (based upon the public deposits held by each bank within the respective state) by the remaining financial institutions holding public funds in that state. BB&T monitors deposits levels relative to the total public deposits held by all depository institutions within these states.
As a member of the FHLB, BB&T is required to maintain a minimum investment in capital stock. The board of directors of the FHLB can increase the minimum investment requirements in the event it has concluded that additional capital is required to allow it to meet its own regulatory capital requirements. Any increase in the minimum investment requirements outside of specified ranges requires the approval of the Federal Housing Finance Agency. Because the extent of any obligation to increase BB&T’s investment in the FHLB depends entirely upon the occurrence of a future event, potential future payments to the FHLB are not determinable.

In the normal course of business, BB&T is also a party to financial instruments to meet the financing needs of clients and to mitigate exposure to certain risks. Such financial instruments include commitments to extend credit and certain contractual agreements, including standby letters of credit and financial guarantee arrangements.Contingencies." Further discussion of BB&T’sTruist's commitments is included in "Note 13.16. Commitments and Contingencies" and "Note 16.18. Fair Value Disclosures."


76 Truist Financial Corporation
Table 30
Mortgage Indemnification, Recourse and Repurchase Reserves Activity (1)
   
  Year Ended December 31,
(Dollars in millions) 2017 2016 2015
Balance, at beginning of period $40
 $79
 $94
Payments 
 (2) (5)
Expense (3) (37) (15)
Acquisitions 
 
 5
Balance, at end of period $37
 $40
 $79
(1)Excludes the FHA-insured mortgage loan reserve of $85 million established during 2014 and settled in 2016.


Related Party Transactions
The Company may transact with its officers, directors and other related parties in the ordinary course of business. These transactions include substantially the same terms as comparable third-party arrangements and are in compliance with applicable banking regulations.
Capital

The maintenance of appropriate levels of capital is a management priority and is monitored on a regular basis. BB&T’sTruist's principal goals related to the maintenance of capital are to provide adequate capital to support BB&T’sTruist's risk profile consistent with the Board-approved risk appetite, provide financial flexibility to support future growth and client needs, comply with relevant laws, regulations, and supervisory guidance, achieve optimal credit ratings for BB&TTruist and its subsidiaries and provide a competitive return to shareholders. Risk-based capital ratios, which include CET1 capital, Tier 1 capital and Total capital are calculated based on regulatory guidance related to the measurement of capital and risk-weighted assets.

Truist regularly performs stress testing on its capital levels and is required to periodically submit the Company's capital plans and stress testing results to the banking regulators. Management regularly monitors the capital position of BB&TTruist on both a consolidated and bank levelbank-level basis. In this regard, management’smanagement's overriding policy is to maintain capital at levels that are in excess of theinternal capital targets, which are above the regulatory "well capitalized" levels.minimums. Management has implemented stressed capital ratio minimum targets to evaluate whether capital ratios calculated with plannedafter the effect of alternative capital actions are likely to remain above minimums specified by the FRB for the annual CCAR.CCAR process. Breaches of stressed minimum targets prompt a review of the planned capital actions included in BB&T’sTruist's capital plan.
Table 41: Capital Requirements and Targets
 Minimum CapitalWell CapitalizedMinimum Capital Plus Stress Capital Buffer (3)Truist Targets (1)
 TruistTruist BankInterim Operating (2)Stressed
CET14.5 %NA6.5 %7.2 %8.0 %7.2 %
Tier 1 capital6.0 6.08.0 8.7 9.3 8.7 
Total capital8.0 10.010.0 10.7 11.3 10.7 
Leverage ratio4.0 NA5.0 NA7.5 7.0 
Supplementary leverage ratio3.0 NANANA6.5 6.0 
Table 31
BB&T's Capital Targets
     
  Operating Stressed
CET1 to risk-weighted assets 8.5% 6.0%
Tier 1 capital to risk-weighted assets 10.0
 7.5
Total capital to risk-weighted assets 12.0
 9.5
Leverage ratio 8.0
 5.5
Tangible common equity ratio 6.0
 4.0
(1)The Truist targets are subject to revision based on finalization of pending regulatory guidance and other strategic factors.

(2)Truist's goal is to maintain capital levels above all regulatory minimums.
(3)Reflects a SCB of 270 basis points for Truist.
Table 32
Capital Requirements Under Basel III
             
  Minimum Capital Well-Capitalized Minimum Capital Plus Capital Conservation Buffer BB&T Target
    2017 2018 2019 (1) 
CET1 to risk-weighted assets 4.5% 6.5% 5.750% 6.375% 7.000% 8.5%
Tier 1 capital to risk-weighted assets 6.0
 8.0
 7.250
 7.875
 8.500
 10.0
Total capital to risk-weighted assets 8.0
 10.0
 9.250
 9.875
 10.500
 12.0
Leverage ratio 4.0
 5.0
 N/A
 N/A
 N/A
 8.0

(1)BB&T's goal is to maintain capital levels above the 2019 requirements.

During the first quarter of 2020, as market conditions evolved, Truist received Board approval to establish new interim operating targets that provide for sufficient capital levels while allowing the company to support clients through the economic downturn. These interim operating targets will be evaluated as economic conditions evolve.

While nonrecurring events or management decisions may result in the Company temporarily falling below its operating targets for one or more of these ratios, it is management's intent to return to these operating targets within a reasonable period of time through capital planning. Such temporary decreases below the operating minimums shown above are not considered an infringement of Truist's overall capital policy, provided a return above the minimums is forecasted to occur within a reasonable time period.

In August 2020, the Federal Reserve informed Truist of its SCB of 270 basis points for risk-based capital ratios. This buffer was determined based on stress testing results developed by the Federal Reserve and is effective from October 1, 2020 through September 30, 2021, at which point a revised SCB will be calculated and provided to Truist. Consistent with the Federal Reserve’s mandate across the industry, Truist resubmitted its capital plan in November 2020 to reflect changes in financial markets and the macroeconomic outlook. Truist’s review of the results of the 2020 CCAR supervisory stress test notes that the modeled outcomes shown by the FRB differ from those calculated by the Company. Truist believes those differences are attributable in part to the application of purchase accounting associated with the Merger. Purchase accounting adjustments could result in a reduction in provision expense and an increase in pre-provision net revenue. These differences could result in higher capital ratios than were reflected in the CCAR results.

In December 2020, the Board of Directors authorized the repurchase of up to $2.0 billion of the Company’s common stock beginning in the first quarter of 2021, as well as certain other actions to optimize Truist’s capital position. Management’s intention is to maintain an approximate 10% Common Equity Tier 1 ratio after considering strategic actions such as non-bank acquisitions or stock repurchases, as well as changes in risk-weighted assets. Any stock repurchase activity will be informed by economic and regulatory considerations as well as Truist’s capital position, earnings outlook, and capital deployment priorities.

Payments of cash dividends and repurchases of common shares are the methods used to manage any excess capital generated. In addition, management closely monitors the Parent Company’sCompany's double leverage ratio (investments in subsidiaries as a percentage of shareholders’shareholders' equity). The active management of the subsidiaries’subsidiaries' equity capital, as described above, is the process used to manage this important driver of Parent Company liquidity and is a key element in the management of BB&T’sTruist's capital position.



Truist Financial Corporation 77


Management intends to maintain capital at BranchTruist Bank at levels that will result in classification as "well-capitalized" for regulatory purposes. Secondarily, it is management’smanagement's intent to maintain Branch Bank’sTruist Bank's capital at levels that result in regulatory risk-based capital ratios that are generally comparable with peers of similar size, complexity and risk profile. If the capital levels of BranchTruist Bank increase above these guidelines, excess capital may be transferred to the Parent Company in the form of special dividend payments, subject to regulatory and other operating considerations.

While nonrecurring events or management decisions may result in the Company temporarily falling below its operating minimum guidelines for one or more of these ratios, it is management’s intent through capital planning to return to these targeted operating minimums within a reasonable period of time. Such temporary decreases below the operating minimums shown above are not considered an infringement of BB&T’s overall capital policy, provided a return above the minimums is forecast to occur within a reasonable time period.
BB&T regularly performs stress testing on its capital levels and is required to periodically submit the company’s capital plans to the banking regulators. The FRB did not object to the Company’s 2017 capital plan, and the 2018 capital plan is expected to be submitted during April 2018. Management’sManagement's capital deployment plan in order of preference is to focus on 1)(i) organic growth, 2)(ii) dividends, and 3) acquisitions(iii) strategic opportunities and/or share repurchases depending on opportunities in the marketplace and ourTruist's interest and ability to proceed with acquisitions.

Risk-based capital ratios, which include Tier 1 Capital, Total Capital and Tier 1 Common Equity, are calculated based on regulatory guidance related to the measurement of capital and risk-weighted assets.

BranchTruist Bank's capital ratios are presented in the following table:
Table 42: Capital Ratios - Truist Bank
December 31,20202019
CET1 to risk-weighted assets11.0 %10.6 %
Tier 1 capital to risk-weighted assets11.0 10.6 
Total capital to risk-weighted assets13.0 12.0 
Leverage ratio (1)8.7 14.5 
Supplementary leverage ratio (2)7.5 NA
(1)The leverage ratio is calculated using end of period Tier 1 capital and quarterly average tangible assets. The timing of the Merger impacted the 4Q19 result.
(2)Truist Bank became subject to the supplementary leverage ratio as of January 1, 2020.

Table 33
Capital Ratios - Branch Bank
 
  December 31,
  2017 2016
CET1 to risk-weighted assets 11.3% 11.5%
Tier 1 capital to risk-weighted assets 11.3
 11.5
Total capital to risk-weighted assets 13.3
 13.6
Leverage ratio 9.4
 9.6

BB&T'sTruist's capital ratios are presented in the following table:
Table 43: Capital Ratios - Truist Financial Corporation
December 31,
(Dollars in millions, except per share data, shares in thousands)
20202019
Risk-based: 
CET1 capital to risk-weighted assets10.0 %9.5 %
Tier 1 capital to risk-weighted assets12.1 10.8 
Total capital to risk-weighted assets14.5 12.6 
Leverage ratio (1)9.6 14.7 
Supplementary leverage ratio (2)8.7 NA
Non-GAAP capital measure (3):  
Tangible common equity per common share$26.78 $25.93 
Calculation of tangible common equity (3):  
Total shareholders' equity$70,912 $66,558 
Less:  
Preferred stock8,048 5,102 
Noncontrolling interests105 174 
Goodwill and intangible assets, net of deferred taxes26,629 26,482 
Tangible common equity$36,130 $34,800 
Risk-weighted assets$379,153 $376,056 
Common shares outstanding at end of period1,348,961 1,342,166 
(1)The leverage ratio is calculated using end of period Tier 1 capital and quarterly average tangible assets. The timing of the Merger impacted the 4Q19 result.
(2)Truist became subject to the supplementary leverage ratio as of January 1, 2020.
(3)Tangible common equity and related measures are non-GAAP measures that exclude the impact of intangible assets, net of deferred taxes, and their related amortization. These measures are useful for evaluating the performance of a business consistently, whether acquired or developed internally. Truist's management uses these measures to assess the quality of capital and returns relative to balance sheet risk. These capital measures are not necessarily comparable to similar capital measures that may be presented by other companies.

Table 34
Capital Ratios - BB&T Corporation
   
  December 31,
(Dollars in millions, except per share data, shares in thousands) 2017 2016
Risk-based:    
CET1 10.2% 10.2%
Tier 1 11.9
 12.0
Total 13.9
 14.1
Leverage capital 9.9
 10.0
     
Non-GAAP capital measures (1):  
  
Tangible common equity per common share $20.80
 $20.18
     
Calculations of tangible common equity (1):    
Total shareholders' equity $29,695
 $29,926
Less:    
Preferred stock 3,053
 3,053
Noncontrolling interests 47
 45
Intangible assets 10,329
 10,492
Tangible common equity $16,266
 $16,336
     
Risk-weighted assets $177,217
 $176,138
Common shares outstanding at end of period 782,006
 809,475
(1)Tangible common equity and related ratios are non-GAAP measures. Management uses these measures to assess the quality of capital and believes that investors may find them useful in their analysis of the Company. These capital measures are not necessarily comparable to similar capital measures that may be presented by other companies.


During 2017, BB&T completed $1.6Capital ratios improved compared to year-end 2020, due to growth in CET1 capital, partially offset by higher risk-weighted assets. Truist's capital levels remain strong compared to the regulatory levels for well capitalized banks at December 31, 2020. Truist’s other capital measures also improved as Truist issued various capital instruments to strengthen its capital position. Truist issued $3.5 billion of preferred stock repurchases and redeemed $500 million of Series K preferred stock during 2020. In addition, Truist issued $1.3 billion of subordinated debt. During 2020,Truist paid $1.0$2.4 billion in common stock dividends or $1.80 per share, which resulted in a total payout ratio of 117.9%58.0% for the year. Effective December 31, 2017, BB&T adopted new accounting guidance related to tax reform legislation passed in 2017,
78 Truist Financial Corporation



Table 44: Quarterly Financial Summary – Unaudited
 20202019
(Dollars in millions, except per share data)Fourth QuarterThird QuarterSecond QuarterFirst QuarterFourth QuarterThird QuarterSecond QuarterFirst Quarter
Consolidated summary of operations:       
Interest income$3,611 $3,623 $3,888 $4,426 $2,812 $2,218 $2,206 $2,173 
Interest expense245 261 440 776 585 518 516 477 
Provision for credit losses177 421 844 893 171 117 172 155 
Noninterest income2,285 2,210 2,423 1,961 1,398 1,303 1,352 1,202 
Noninterest expense3,833 3,755 3,878 3,431 2,575 1,840 1,751 1,768 
Provision for income taxes311 255 191 224 153 218 234 177 
Net income1,330 1,141 958 1,063 726 828 885 798 
Noncontrolling interest(1)
Preferred stock dividends101 70 53 74 19 90 44 43 
Net income available to common shareholders$1,228 $1,068 $902 $986 $702 $735 $842 $749 
Basic EPS$0.91 $0.79 $0.67 $0.73 $0.76 $0.96 $1.10 $0.98 
Diluted EPS$0.90 $0.79 $0.67 $0.73 $0.75 $0.95 $1.09 $0.97 
Selected average balances:     
Assets$503,181 $500,826 $514,720 $477,550 $302,059 $232,420 $229,249 $225,573 
Securities, at amortized cost102,053 79,828 75,159 75,701 60,699 48,900 46,115 46,734 
Loans and leases (1)308,188 315,691 326,435 307,748 193,641 152,042 151,557 148,790 
Total earning assets438,666 435,394 446,825 413,533 263,115 203,408 200,839 197,721 
Deposits375,266 372,211 370,818 334,649 210,716 161,992 159,891 160,045 
Short-term borrowings6,493 6,209 8,998 18,900 11,489 8,307 8,367 5,624 
Long-term debt40,284 40,919 55,537 46,547 29,888 22,608 23,233 23,247 
Total interest-bearing liabilities294,940 295,373 321,478 306,961 187,608 140,407 138,811 136,633 
Shareholders' equity70,145 69,634 66,863 65,412 41,740 32,744 31,301 30,541 
(1)Loans and reclassified deferredleases are net of unearned income taxes from AOCI and increased retained earnings $247 million, which also increased regulatory capital and the related ratios.include LHFS.

During July 2017, BB&T's Board of Directors approved a $0.03 increase in the quarterly dividend, which increased the amount of the quarterly dividend to $0.33 per share. As of December 31, 2017, the remaining stock repurchases authorized by the Board of Directors totaled $640 million. During the first quarter of 2018, the Company repurchased approximately 5.9 million shares of common stock totaling $320 million.

Table 35
Quarterly Financial Summary – Unaudited
     
  2017 2016
(Dollars in millions, except per share data) Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
Consolidated Summary of Operations:                
Interest income $1,898
 $1,877
 $1,824
 $1,775
 $1,745
 $1,795
 $1,805
 $1,721
Interest expense 254
 230
 189
 166
 180
 185
 188
 192
Provision for credit losses 138
 126
 135
 148
 129
 148
 111
 184
Noninterest income 1,225
 1,166
 1,220
 1,171
 1,162
 1,164
 1,130
 1,016
Noninterest expense 1,855
 1,745
 1,742
 2,102
 1,668
 1,711
 1,797
 1,545
Provision for income taxes 209
 294
 304
 104
 287
 273
 252
 246
Net income 667

648
 674
 426
 643
 642
 587
 570
Noncontrolling interest 9
 8
 (1) 5
 7
 
 3
 6
Preferred stock dividends 44
 43
 44
 43
 44
 43
 43
 37
Net income available to common shareholders $614
 $597
 $631
 $378
 $592
 $599
 $541
 $527
Basic EPS $0.78
 $0.75
 $0.78
 $0.47
 $0.73
 $0.74
 $0.67
 $0.67
Diluted EPS $0.77
 $0.74
 $0.77
 $0.46
 $0.72
 $0.73
 $0.66
 $0.67
                 
Selected Average Balances:                
Assets $222,525
 $220,732
 $221,018
 $219,961
 $220,165
 $222,065
 $223,399
 $210,102
Securities, at amortized cost 48,093
 45,968
 45,410
 44,607
 44,881
 47,152
 48,510
 44,580
Loans and leases (1) 144,089
 144,181
 144,327
 143,698
 144,569
 143,689
 143,097
 135,628
Total earning assets 195,305
 193,073
 193,386
 192,564
 192,574
 193,909
 194,822
 183,612
Deposits 157,959
 157,414
 160,263
 161,383
 160,118
 159,503
 160,338
 149,867
Short-term borrowings 6,342
 5,983
 2,748
 2,105
 2,373
 2,128
 2,951
 2,771
Long-term debt 22,639
 21,459
 21,767
 20,757
 21,563
 23,428
 23,272
 22,907
Total interest-bearing liabilities 132,652
 131,367
 132,205
 133,150
 132,633
 134,500
 137,760
 129,342
Shareholders' equity 29,853
 29,948
 30,302
 29,903
 30,054
 29,916
 29,610
 27,826
(1)Loans and leases are net of unearned income and include LHFS.

Fourth Quarter 2020 Results Compared to Fourth Quarter 2019
Consolidated net income available to common shareholders for the fourth quarter of 2017 totaling $614 million was up 3.7% compared to $592 million earned during the same period in 2016. On a diluted per common share basis, earnings for the fourth quarter of 2017 were $0.77, up 6.9% compared to $0.72 for the same period in 2016. BB&T’s results of operations for the fourth quarter of 2017 produced an annualized return on average assets of 1.19% and an annualized return on average common shareholders’ equity of 9.10%, compared to prior year ratios of 1.16% and 8.75%, respectively.

Total TEtaxable-equivalent revenues were $2.9$5.7 billion for the fourth quarter of 2017,2020, an increase of $139 million$2.0 billion compared to the earlier quarter. This reflectsquarter, reflecting an increase of $76 million$1.1 billion in taxable-equivalent net interest income and an increase of $63$887 million in noninterest income.



Net interest margin was 3.43%3.08%, up 11down 33 basis points compared to the earlier quarter. Average earning assets increased $2.7$175.6 billion. The increase in average earningsearning assets reflects a $3.2$114.5 billion increase in average securities, partially offset by a $480 million decrease in average total loans and leases.leases and a $41.4 billion increase in average securities. Average other earning assets increased $17.5 billion primarily due to higher interest-earning balances at the Federal Reserve. Average interest-bearing liabilities were essentially flat compared to the earlier quarter, as the growth in earning assets was funded by noninterest-bearing deposits, which increased $2.9$107.3 billion compared to the earlier quarter. Average interest-bearing deposits decreased $5.0increased $101.9 billion, which was offset by increases of $1.1 billion in average long-term debt and $4.0increased $10.4 billion inand average short-term borrowings.borrowings decreased $5.0 billion. The annualizedsignificant increases in earning assets and liabilities are primarily due to the Merger, as well as impacts from the COVID-19 pandemic and the resulting government stimulus programs.

The yield on the total loan portfolio for the fourth quarter of 20172020 was 4.50 percent, up 264.12%, down 79 basis points compared to the earlier quarter.quarter, reflecting the impact of rate decreases, partially offset by purchase accounting accretion from merged loans. The annualized taxable-equivalent yield on the average securities portfolio was 2.42 percent, up 291.60%, down 105 basis points compared to the earlier period.quarter primarily due to lower yields on new purchases.


The average annualizedcost of total deposits was 0.07%, down 50 basis points compared to the earlier quarter, and the average cost of interest-bearing deposits was 0.40%0.11%, up 18down 71 basis points compared to the earlier quarter. The average annualized rate on long-term debtshort-term borrowings was 2.36%0.77%, up 20down 138 basis points compared to the earlier quarter. The average annualized rate on short-term borrowingslong-term debt was 1.13%1.64%, up 79down 128 basis points compared to the earlier quarter. The higherlower rates on interest-bearing liabilities reflect the impactlower rate environment. The lower rates on long-term debt also reflect the amortization of rate increases.the fair value mark on the assumed debt and the issuance of new long-term debt.


The provision for credit losses was $138$177 million, compared to $129$171 million infor the earlier quarter. Net charge-offs for the fourth quarter of 20172020 totaled $130$205 million compared to $151$192 million in the earlier quarter. The net charge-off rate for the current quarter of 0.27% was down 13 basis points compared to the fourth quarter of 2019.

Truist Financial Corporation 79


Noninterest income for the fourth quarter of 2020 increased $887 million compared to the earlier quarter. The earlier quarter included $15a loss of $116 million from the sale of charge-offs for PCI loans.

Noninterestsecurities. Excluding the securities losses, noninterest income was $1.2 billion, an increaseincreased $771 million, with nearly all categories of $63noninterest income being impacted by the Merger. Insurance income increased $36 million due to strong production and premium growth, as well as acquisitions. Investment banking and trading income, commercial real estate related income, wealth management income and residential mortgage banking income all had improved performance compared to the combined levels from the earlier quarter. This increase wasService charges on deposits continued to rebound, but remained below 2019 combined levels due to higher fees from the majority of our noninterest revenue sources as a result of higher business activity, as well as higher income from SBIC and other investments.reduced overdraft incident rates.


Noninterest expense for the fourth quarter of 20172020 was $1.9up $1.3 billion up $187 million compared to the earlier quarter. ThisMerger-related and restructuring charges and other incremental operating expenses related to the Merger increased $85 million and $78 million, respectively. Excluding the merger-related items mentioned above and the impact of an increase of $101 million of amortization expense for intangibles, adjusted noninterest expense was driven byup $994 million primarily reflecting the previously mentioned tax reform actions, as well as higher loan-related expenses asimpact of the fourth quarter of 2016 included a $31 million release of mortgage repurchase reserves.Merger.


The provision for income taxes was $209$311 million for the fourth quarter of 2017,2020, compared to $287$153 million for the earlier quarter. This produced an effective tax rate for the fourth quarter of 20172020 of 23.9%19.0%, compared to 30.9%17.4% for the earlier quarter. The provision for income taxes for the current quarter includes a nethigher effective tax benefit of $43 million relatedrate is primarily due to the impact of tax reform.higher pre-tax income.

Reclassifications

The Consolidated Statement of Cash Flows for the years ended December 31, 2016 and 2015In certain circumstances, reclassifications have been revised to correct errors in the classification of certain transactions related to other assets and other liabilities and were not materialmade to prior consolidated financial statements. Certain other amounts reported in prior periods’ consolidated financial statements have been reclassifiedperiod information to conform to the current presentation. Such reclassifications had no effect on previously reported shareholders' equity or net income. Refer to "Note 1. Basis of Presentation" for additional discussion regarding reclassifications.

Critical Accounting Policies

The accounting and reporting policies of BB&TTruist are in accordance with GAAP and conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. The financial position and results of operations are affected by management’smanagement's application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Different assumptions in the application of these policies could result in material changes in the consolidated financial position and/or consolidated results of operations and related disclosures. Understanding BB&T’sTruist's accounting policies is fundamental to understanding the consolidated financial position and consolidated results of operations. Accordingly, BB&T’sTruist's significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in detail in "Note 1. SummaryBasis of Significant Accounting Policies.Presentation."

The following is a summary of BB&T’sTruist's critical accounting policies that are highly dependent on estimates, assumptions and judgments. These critical accounting policies are reviewed with the Audit Committee of the Board of Directors on a periodic basis.


ACL

BB&T’sTruist's policy is to maintain an ALLL and a RUFC that represent management’sACL, which represents management's best estimate of probableexpected future credit losses inherent inrelated to the loan and lease portfolios and off-balance sheet lending commitments at the balance sheet date. Estimates forof expected future loan and lease losses are determined by analyzingusing statistical models and management’s judgement. The models are designed to forecast probability of default, exposure at default and loss given default by correlating certain macroeconomic forecast data to historical experience. The models are generally applied at the portfolio level to pools of loans with similar risk characteristics. The macroeconomic data used in the models is based on forecasted variables for the reasonable and supportable period of two years. Beyond this forecast period the models gradually revert to long-term historical loss conditions over a one year period. Expected losses are estimated through contractual maturity, giving appropriate consideration to expected prepayments unless the borrower has a right to renew that is not cancellable or it is reasonably expected that the loan will be modified as a TDR.

A qualitative allowance which incorporates management’s judgement is also included in the estimation of expected future loan and lease losses, historical loanincluding qualitative adjustments in circumstances where the model output is inconsistent with management’s expectations with respect to expected credit losses. This allowance is used to adjust for limitations in modeled results related to the current economic conditions and lease migration to charge-off experience, current trends in delinquencies and charge-offs, expected cash flows on purchased loans, current assessment of impaired loans and leases, the results of regulatory examinations and changescapture risks in the size, composition and risk assessment of the loan and lease portfolio. As part of this process, BB&T develops a series of loss estimate factors, which are modeled projections of the frequency, timing and severity of losses. These loss estimate factors are based on historical loss experience, economic and political environmental considerations and any other data that management believes will provide evidence about the collectability of outstanding loan and lease amounts. The following table summarizes the loss estimate factors used to determine the ALLL:
Loss Estimate FactorDescription
Loss FrequencyIndicates the likelihood of a borrower defaulting on a loan
Loss SeverityIndicates the amount of estimated loss at the time of default

For collectively evaluated loans, the ALLL is determined by multiplying the loan exposure estimated at the time of default by the loss frequency and loss severity factors. For individually evaluated loans, the ALLL is determined through review of data specific to the borrower. For TDRs, default expectations and estimated slower prepayment speeds that are specific to each of the restructured loan populations are incorporated in the determination of the ALLL. Also included in management’s estimates for loan and lease losses areportfolio such as considerations with respect to the impact of current economic events, the outcomes of which are uncertain. These events may include, but are not limited to, fluctuations in overall interest rates, political conditions, legislation that may directly or indirectly affect the banking industry and economic conditions affecting specific geographical areas and industries in which BB&TTruist conducts business.

Loans and leases that do not share similar risk characteristics and significant loans that are considered collateral-dependent are individually evaluated. For these loans, the ALLL is determined through review of data specific to the borrower and related collateral, if any. For TDRs, default expectations and estimated prepayment speeds that are specific to each of the restructured loan populations are incorporated in the determination of the ALLL.
80 Truist Financial Corporation



The methodology used to determine an estimate for the RUFC is inherently similar to that used to determine the methodology used in calculatingfunded component of the ALLL and is measured over the period there is a contractual obligation to extend credit that is not unconditionally cancellable. The RUFC is adjusted for factors specific to binding commitments, including the probability of funding and exposure at the time of funding.default. A detailed discussion of the methodology used in determining the ALLL and the RUFCACL is included in "Note 1. SummaryBasis of Significant Accounting Policies.Presentation."

Fair Value of Financial Instruments

The vast majority of assets and liabilities carriedmeasured at fair value on a recurring basis are based on either quoted market prices or market prices for similar instruments. SeeRefer to "Note 16.18. Fair Value Disclosures" for additional disclosures regarding the fair value of financial instruments.instruments and "Note 2. Business Combinations" for additional disclosures regarding business combinations.

Securities

BB&TTruist generally utilizes a third-party pricing service in determining the fair value of its AFS andinvestment securities, whereas trading securities.securities are priced internally. Fair value measurements for investment securities are derived from market-based pricing matrices that were developed using observable inputs that include benchmark yields, benchmark securities, reported trades, offers, bids, issuer spreads and broker quotes. Management performs procedures to evaluate the accuracy of the fair values provided by the third-party service provider. These procedures, which are performed independent of the responsible BU, include comparison of pricing information received from the third party pricing service to other third partythird-party pricing sources, review of additional information provided by the third partythird-party pricing service and other third partythird-party sources for selected securities and back-testing to compare the price realized on security sales to the daily pricing information received from the third partythird-party pricing service. The IPV committee,Enterprise Valuation Committee, which provides oversight to BB&T’sTruist's enterprise-wide IPV function, is responsible for oversight of the comparison of pricing information received from the third partythird-party pricing service or internally to other third partythird-party pricing sources, approving tolerance limits determined by IPV for price comparison exceptions, reviewing significant changes to pricing and valuation policies and reviewing and approving the pricing decisions made on any illiquid and hard-to-price securities. When market observable data is not available, which generally occurs due to the lack of liquidity or inactive markets for certain securities, the valuation of the security is subjective and may involve substantial judgment by management.management to reflect unobservable input assumptions.
BB&T periodically reviews AFS securities with an unrealized loss. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. The purpose of the review is to consider the length of time and the extent to which the market value of a security has been below its amortized cost. The primary factors BB&T considers in determining whether an impairment is other-than-temporary are long-term expectations and recent experience regarding principal and interest payments and BB&T’s intent to sell and whether it is more likely than not that the Company would be required to sell those securities before the anticipated recovery of the amortized cost basis.


MSRs

BB&T has twoTruist's primary classesclass of MSRs for which it separately manages the economic risks:risks relates to residential and commercial. Both classes of MSRs are recorded on the Consolidated Balance Sheets primarily at fair value with changes in fair value recorded as a component of mortgage banking income. Derivative instruments are used to mitigate the income statement effect of changes in fair value due to changes in valuation inputs and assumptions of the MSRs.

mortgages. Residential MSRs do not trade in an active, open market with readily observable prices. While sales of MSRs do occur, the precise terms and conditions typically are not readily available. Accordingly, BB&TTruist estimates the fair value of residential MSRs using a stochastic OAS valuation model to project residential MSR cash flows over multiple interest rate scenarios, which are then discounted at risk-adjusted rates. The OAS model considers portfolio characteristics, contractually specifiedcontractually-specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. BB&TTruist reassesses and periodically adjusts the underlying inputs and assumptions in the OAS model to reflect market conditions and assumptions that a market participant would consider in valuing the residential MSR asset.


Fair value estimates and assumptions are compared to industry surveys, recent market activity, actual portfolio experience and, when available, observable market data. Due to the nature of the valuation inputs, residential MSRs are classified within Level 3 of the valuation hierarchy. The value of residential MSRs is significantly affected by mortgage interest rates available in the marketplace, which influence mortgage loan prepayment speeds. In general, during periods of declining interest rates, the value of MSRs declines due to increasing prepayments attributable to increased mortgage-refinance activity. Conversely, during periods of rising interest rates, the value of residential MSRs generally increases due to reduced refinance activity. BB&TTruist typically hedges against market value changes in the residential MSRs. Refer to "Note 6.8. Loan Servicing" for quantitative disclosures reflecting the effect that changes in management’smanagement's assumptions would have on the fair value of residential MSRs.
Commercial MSRs are valued using a cash flow valuation model that calculates the present value of estimated future net servicing cash flows. BB&T considers actual and expected loan prepayment rates, discount rates, servicing costs and other economic factors that are determined based on current market conditions. Compared to residential MSRs, commercial MSR prepayments tend to be significantly lower, subject to the level of prevailing commercial mortgage rates. Commercial loans tend to have prepayment penalty clauses, and some of the loans may be defeased or assumable. As a result, unlike for residential MSRs, BB&T does not employ a stochastic interest rate model for valuation of commercial MSRs.


LHFS


BB&TTruist originates certain residential and commercial mortgage loans for sale to investors that are carriedmeasured at fair value. The fair value is primarily based on quoted market prices for securities backed by similar types of loans. Changes in the fair value are recorded as a componentcomponents of residential mortgage bankingincome and commercial real estate related income, while the related origination costs are generally recognized in noninterestpersonnel expense when incurred. The changes in fair value are largely driven by changes in interest rates subsequent to loan funding and changes in the fair value of servicing associated with the LHFS. BB&TTruist uses various derivative instruments to mitigate the economic effect of changes in fair value of the underlying loans. LHFS also includes certain loans, generally carried at LOCOM, where management has committed to a formal plan of sale and the loans are available for immediate sale. Adjustments to reflect unrealized gains and losses resulting from changes in fair value, up to the original carrying amount, and realized gains and losses upon ultimate sale are classified as noninterest income. The fair value of these loans is estimated using observable market prices when available, although may also incorporate other unobservable inputs such as indicative bids or broker price opinions. Refer to "Note 1. Basis of Presentation" for further description of the Company’s accounting for LHFS.

Truist Financial Corporation 81



Trading Loans

Truist elects to measure certain loans at fair value for financial reporting where fair value aligns with the underlying business purpose. Specifically, loans included within this classification include trading loans that are (i) purchased in connection with the Company’s TRS business, (ii) part of the loan sales and trading business within the C&CB segment, or (iii) backed by the SBA. Refer to "Note 16. Commitments and Contingencies," and "Note 19. Derivative Financial Instruments," for further discussion of the Company’s TRS business. The loans purchased in connection with the Company’s TRS and sales and trading businesses are primarily commercial and corporate leveraged loans valued based on quoted prices for identical or similar instruments in markets that are not active by a third party pricing service. SBA loans are fully guaranteed by the U.S. government as to contractual principal and interest and there is sufficient observable trading activity upon which to base the estimate of fair value.

Derivative Assets and Liabilities

BB&TTruist uses derivatives to manage various financial risks. BB&Trisks and in a dealer capacity to facilitate client transactions. Truist mitigates the credit risk by subjecting counterparties to credit reviews and approvals similar to those used in making loans and other extensions of credit. In addition, certain counterparties are required to provide collateral to BB&TTruist when their unsecured loss positions exceed certain negotiated limits. The fair values of derivative financial instruments are determined based on quoted market prices and internal pricing models that use market observable data.data for interest rates, foreign exchange, equity and credit. The fair value of interest rate lock commitments, which are related to mortgage loan commitments, is based on quoted market prices adjusted for commitments that BB&TTruist does not expect to fund and includes the value attributable to the net servicing fee. Refer to "Note 19. Derivative Financial Instruments" for further information on the Company’s derivatives.

Purchased loans

The fair value for purchased loans in a business combination is based on a discounted cash flow methodology that considers credit loss expectations, market interest rates and other market factors such as liquidity from the perspective of a market participant. Loans are grouped together according to similar characteristics and are treated in the aggregate when applying various valuation techniques. The probability of default, loss given default and prepayment assumptions are key factors driving credit losses which are embedded into the estimated cash flows. These assumptions are informed by internal data on loan characteristics, historical loss experience, and current and forecasted economic conditions. The interest and liquidity component of the estimate is determined by discounting interest and principal cash flows through the expected life of each loan. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity. The discount rate does not include a factor for credit losses as that has been included as a reduction to the estimated cash flows.

Intangible Assets

The acquisition method of accounting requires that assets acquired assets and liabilities assumed in business combinations are recorded at their fair values. This often involves estimates based on third party valuations or internal valuations based on discounted cash flow analyses or other valuation techniques, which are inherently subjective. The amortization of identifieddefinite-lived intangible assets is based upon the estimated economic benefits to be received, which is also subjective. AcquisitionsBusiness combinations also typically result in goodwill, which is subject to ongoing periodic impairment tests based on the fair values of the reporting units to which the acquired goodwill relates. Refer to "Note 1. SummaryBasis of Significant Accounting Policies"Presentation" for a description of the impairment testing process.

At December 31, 2020, Truist’s reporting units with goodwill balances were CB&W, C&CB and IH. Management considersreviews the sensitivitygoodwill of each reporting unit for impairment on an annual basis as of October 1 or more often if events or circumstances indicate that it is more-likely-than-not that the fair value of a reporting unit is below its carrying value. For its annual impairment review, Truist elected to perform a quantitative test of each of its reporting units. The quantitative impairment test estimates the fair value of the significantreporting units using the income approach and the market approach, weighted 60% and 40%, respectively. The income approach utilizes a discounted cash flow analysis. The market approach utilizes comparable public company information, key valuation multiples and considers a market control premium associated with cost synergies and other cash flow benefits that arise from obtaining control over a reporting unit.

The inputs and assumptions specific to each reporting unit are incorporated in the valuations, including projections of future cash flows, discount rates, and applicable valuation multiples based on the comparable public company information. Truist also assesses the reasonableness of the aggregate estimated fair value of the reporting units by comparison to its impairment analysismarket capitalization over a reasonable period of time, including consideration of historic bank control premiums and the current market.

82 Truist Financial Corporation


Multi-year financial forecasts are developed for each reporting unit by considering several inputs and assumptions such as net interest margin, expected credit losses, noninterest income, noninterest expense and required capital. Of these inputs, the projection of net interest margin is the most significant to the financial projections of the CB&W and C&CB reporting units. The long-term growth rate used in determining the terminal value of each reporting unit was 2.5% as of October 1, 2020, based on management's assessment of the minimum expected terminal growth rate of each reporting unit. Discount rates are estimated based on the Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, beta, and unsystematic risk adjustments specific to a 10% change in estimated futureparticular reporting unit. The discount rates are also calibrated based on risks related to the projected cash flows of each reporting unit. The discount rates utilized for the CB&W, C&CB and IH reporting units as of October 1, 2020 were 11%, 10%, and 9%, respectively.

Based on the Company’s annual impairment analysis of goodwill as of October 1, it was determined for the CB&W, C&CB and IH reporting units that the respective reporting unit's fair value was in excess of its respective carrying value as of October 1, 2020; however, for the C&CB reporting unit the fair value of the reporting unit exceeded its carrying value by less than 10%, indicating that the goodwill of this reporting unit may be at risk of impairment. Circumstances that could negatively impact the fair value for the C&CB reporting unit in the future include an increase in the applicable discount rate, an increase in required capital, or deterioration in the C&CB reporting unit’s forecasts.

The estimated fair value of the reporting unit is highly sensitive to changes in these estimates and assumptions; therefore, in some instances, changes in these assumptions could impact whether the fair value of a reporting unit is greater than its carrying value. The Company performs sensitivity analyses around these assumptions in order to assess the reasonableness of the assumptions, and the resulting estimated fair values. The analysis of the C&CB reporting unit at October 1, 2020, indicated that if the discount rate was increased 100 basis points, the reporting unit's fair value would be less than its carrying value, resulting in goodwill impairment. Ultimately, future potential changes in these assumptions may impact the estimated fair value of a reporting unit and cause the fair value of the reporting unit to be below its carrying value. Additionally, a reporting unit's carrying value could change based on market conditions, asset growth, or the risk profile of those reporting units, which could impact whether the fair value of a reporting unit is less than carrying value.

The Company monitored events and circumstances during the fourth quarter of 2020, including the continuing effects of the COVID-19 pandemic, concluding that it was not more-likely-than-not that the fair value of one or more of its reporting units is below its respective carrying amount as of December 31, 2020.

Income Taxes

Truist is subject to income tax laws of the U.S., its states, and the municipalities in which the Company conducts business. In estimating the net amount due to or to be received from tax jurisdictions either currently or in the future, the Company assesses the appropriate tax treatment of transactions and filing positions after considering statutes, regulations, judicial precedent, and other pertinent information. The income tax laws are complex and subject to different interpretations by the taxpayer and the relevant government taxing authorities.Significant judgment is required in determining the tax accruals and in evaluating the Company’s tax positions, including evaluating uncertain tax positions. Changes in the estimate of accrued taxes occur periodically due to changes in tax rates, interpretations of tax laws and new judicial guidance, the status of examinations by the tax authorities, and newly enacted statutory and regulatory guidance that could impact the relative merits and risks of tax positions. These changes, when they occur, impact tax expense and can materially affect operating results. Truist reviews tax positions quarterly and adjusts accrued taxes as new information becomes available.

Deferred income tax assets represent amounts available to reduce income taxes payable in future years. Such assets arise due to temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from NOL and tax credit carryforwards. The Company regularly evaluates the realizability of DTAs, recognizing a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not that some portion or all of the DTA will not be realized. In determining whether a valuation allowance is necessary, the Company considers the level of taxable income in prior years to the extent that carrybacks are permitted under current tax laws, as well as estimates of future pre-tax and taxable income and tax planning strategies that would, if necessary, be implemented. Truist currently maintains a valuation allowance for each reporting unit.certain state carryforwards and certain other state DTAs. For additional income tax information, refer to "Note 1. Basis of Presentation" and "Note 14. Income Taxes."



Pension and Postretirement Benefit Obligations

BB&TTruist offers various pension plans and postretirement benefit plans to employees.teammates. Calculation of the obligations and related expenses under these plans requires the use of actuarial valuation methods and assumptions, which are subject to management judgment and may differ significantly if different assumptions are used. The discount rate assumption used to measure the postretirement benefit obligations is set by reference to a high-quality (AA-rated or higher) corporate bond yield curve and the individual characteristics of the plans such as projected cash flow patterns and payment durations. In 2020, in connection with the merger of the BB&T and SunTrust pension plans Truist refined the corporate bond yield curve used in determining the discount rate and moved to a AA Above Median yield curve from the previously used AA rated bond yield curve. The impact of this change was an increase of approximately 11 basis points in the discount rate as of December 31, 2020.
Truist Financial Corporation 83



Management evaluatedalso considered the sensitivity that changes thatin the expected return on plan assets and the discount rate would have on pension expense. AFor the Company’s qualified plans, a decrease of 25 basis points in the discount rate would result in additional pension expense of approximately $36$27 million for 2018,2021, while a decrease of 100 basis points in the expected return on plan assets would result in an increase of approximately $63$149 million in pension expense for 2018.2021. Refer to "Note 12.15. Benefit Plans" for disclosures related to the benefit plans.

Income Taxes
84 Truist Financial Corporation

The calculation of BB&T’s income tax provision is complex and requires the use of estimates and judgments. As part of the Company’s analysis and implementation of business strategies, consideration is given to the tax laws and regulations that apply to the specific facts and circumstances for any tax position under evaluation. For tax positions that are uncertain in nature, management determines whether the tax position is more likely than not to be sustained upon examination. For tax positions that meet this threshold, management then estimates the amount of the tax benefit to recognize in the financial statements. Management closely monitors tax developments in order to evaluate the effect they may have on the Company’s overall tax position and the estimates and judgments used in determining the income tax provision and records adjustments as necessary.



ITEM 9A. CONTROLS AND PROCEDURES
Management’s Report on Internal Control over Financial Reporting and Evaluation of
Disclosure Controls and Procedures
Management of BB&T is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. BB&T’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and disposition of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with the authorizations of BB&T’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material impact on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the internal control over financial reporting based on the framework in "Internal Control—Integrated Framework (2013)" promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the "COSO" criteria. Based on this evaluation under the COSO criteria, management concluded that the internal control over financial reporting was effective as of December 31, 2017.
As of the end of the period covered by this report, the management of the Company, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.
There was no change in the Company’s internal control over financial reporting that occurred during the fourth quarter of 2017 that has materially affected, or is likely to materially affect, the Company’s internal control over financial reporting.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2017 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, 2017.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of BB&T Corporation:Truist Financial Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of BB&TTruist Financial Corporation and its subsidiaries (the "Company") as of December 31, 20172020 and 2016,2019, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2017,2020, including the related notes (collectively referred to as the “consolidated"consolidated financial statements”statements").We also have audited the Company's internal control over financial reporting as of December 31, 2017,2020 based on criteria established inInternal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172020 and 2016, 2019, and the results of theirits operations and theirits cash flows for each of the years in the three-year period ended December 31, 20172020 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, 2017,2020, based on criteria established inInternal Control - Integrated Framework(2013)issued by COSO.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for the allowance for credit losses in 2020.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting and Evaluation of Disclosure Controls and Procedures.appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidatedfinancial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Truist Financial Corporation 85


Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Allowance for Credit Losses for Certain Commercial and Consumer Portfolios

As described in Notes 1 and 5 to the consolidated financial statements, the Company’s allowance for credit losses (ACL) represents management's best estimate of expected future credit losses related to loan and lease portfolios and off-balance sheet lending commitments at the balance sheet date. The consolidated ACL balance was $6.2 billion as of December 31, 2020, including $2.9 billion for commercial portfolios and $2.6 billion for consumer portfolios. Estimates of expected future credit losses are determined by management using quantitative models and by applying qualitative adjustments to the modeled results. The models are designed to forecast probability of default, exposure at default, and loss given default by correlating certain macroeconomic forecast data to historical experience. The models are applied to pools of loans with similar risk characteristics. The macroeconomic forecast data used in the quantitative models is based on forecasted variables for a reasonable and supportable period. The qualitative adjustments incorporate management judgment and are used to account for limitations in modeled results related to current economic conditions and other risks in the portfolios.

The principal considerations for our determination that performing procedures relating to the ACL for certain commercial and consumer portfolios is a critical audit matter are (i) the significant judgment by management in determining the ACL quantitative model results and certain qualitative adjustments, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the audit evidence related to the quantitative model results and certain qualitative adjustments, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the ACL estimation process for certain commercial and consumer portfolios, which included controls related to the quantitative model results and certain qualitative adjustments. These procedures also included, among others, testing management’s process for determining the ACL for certain commercial and consumer portfolios quantitative model results and certain qualitative adjustments, including evaluating the appropriateness of the quantitative models and management’s methodology, testing the data used in the estimate, and evaluating the reasonableness of judgments used by management in estimating certain qualitative adjustments. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of these quantitative models and the reasonableness of judgments used by management relating to certain qualitative adjustments.

86 Truist Financial Corporation


Annual Goodwill Impairment Assessment - CB&W and C&CB Reporting Units

As described in Notes 1 and 7 to the consolidated financial statements, the Company’s consolidated goodwill balance was $24.4 billion as of December 31, 2020. The goodwill associated with the CB&W and C&CB reporting units was $15.8 billion and $6.2 billion as of December 31, 2020, respectively. Management reviews the goodwill of each reporting unit for impairment on an annual basis as of October 1, or more often, if events or circumstances indicate that it is more-likely-than-not that the fair value of a reporting unit is below its carrying value. Management determines the fair value of reporting units using the income approach and the market approach. For the income approach, management determines the fair value of the reporting units using a discounted cash flow analysis by utilizing a multi-year financial forecast for each reporting unit by considering several inputs and assumptions including net interest margin, expected credit losses, noninterest income, noninterest expense and required capital.

The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessment for the CB&W and C&CB reporting units is a critical audit matter are (i) the significant judgment by management when determining the fair value of these reporting units using the income approach, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the audit evidence related to management’s discount rates and net interest margin assumptions used in the income approach, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s annual goodwill impairment assessment, including controls over the valuation of the CB&W and C&CB reporting units. These procedures also included, among others, testing management’s process for determining the fair value of the CB&W and C&CB reporting units, evaluating the appropriateness of management’s income approach, testing the data used in the income approach, and evaluating the discount rates and net interest margin assumptions used by management in the income approach. Evaluating management’s assumptions related to the discount rates and net interest margin involved evaluating whether the assumptions were reasonable considering the current and past performance of the reporting units and consistency with external market and industry data. Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the income approach and the discount rate assumption.

/s/ PricewaterhouseCoopers LLP
Greensboro,
Charlotte, North Carolina
February 20, 201824, 2021

We have served as the Company’sCompany's auditor since 2002.

Truist Financial Corporation 87
CONSOLIDATED BALANCE SHEETS
BB&T CORPORATION AND SUBSIDIARIES
   
  December 31,
(Dollars in millions, except per share data, shares in thousands) 2017 2016
Assets    
Cash and due from banks $2,243
 $1,897
Interest-bearing deposits with banks 343
 1,895
Cash equivalents 127
 144
Restricted cash 370
 488
AFS securities at fair value 24,547
 26,926
HTM securities (fair value of $22,837 and $16,546 at December 31, 2017 and 2016, respectively) 23,027
 16,680
LHFS at fair value 1,099
 1,716
Loans and leases 143,701
 143,322
ALLL (1,490) (1,489)
Loans and leases, net of ALLL 142,211
 141,833
Premises and equipment 2,055
 2,107
Goodwill 9,618
 9,638
CDI and other intangible assets 711
 854
MSRs at fair value 1,056
 1,052
Other assets 14,235
 14,046
Total assets $221,642
 $219,276
     
Liabilities and Shareholders’ Equity    
Deposits:    
Noninterest-bearing deposits $53,767
 $50,697
Interest-bearing deposits 103,604
 109,537
Total deposits 157,371
 160,234
Short-term borrowings 4,938
 1,406
Long-term debt 23,648
 21,965
Accounts payable and other liabilities 5,990
 5,745
Total liabilities 191,947
 189,350
Commitments and contingencies (Note 13) 
 
Shareholders’ equity:    
Preferred stock, $5 par, liquidation preference of $25,000 per share 3,053
 3,053
Common stock, $5 par 3,910
 4,047
Additional paid-in capital 7,893
 9,104
Retained earnings 16,259
 14,809
AOCI, net of deferred income taxes (1,467) (1,132)
Noncontrolling interests 47
 45
Total shareholders’ equity 29,695
 29,926
Total liabilities and shareholders’ equity $221,642
 $219,276
     
Common shares outstanding 782,006
 809,475
Common shares authorized 2,000,000
 2,000,000
Preferred shares outstanding 126
 126
Preferred shares authorized 5,000
 5,000



CONSOLIDATED BALANCE SHEETS
TRUIST FINANCIAL CORPORATION AND SUBSIDIARIES
December 31,
(Dollars in millions, except per share data, shares in thousands)
20202019
Assets
Cash and due from banks$5,029 $4,084 
Interest-bearing deposits with banks13,839 14,981 
Securities borrowed or purchased under resale agreements1,745 1,417 
Trading assets at fair value3,872 5,733 
AFS securities at fair value120,788 74,727 
LHFS (including $4,955 and $5,673 at fair value, respectively)6,059 8,373 
Loans and leases299,734 299,842 
ALLL(5,835)(1,549)
Loans and leases, net of ALLL293,899 298,293 
Premises and equipment3,870 3,712 
Goodwill24,447 24,154 
CDI and other intangible assets2,984 3,142 
MSRs (including $2,023 and $2,618 at fair value, respectively)2,023 2,630 
Other assets (including $4,891 and $3,310 at fair value, respectively)30,673 31,832 
Total assets$509,228 $473,078 
Liabilities
Noninterest-bearing deposits$127,629 $92,405 
Interest-bearing deposits253,448 242,322 
Short-term borrowings (including $1,115 and $1,074 at fair value, respectively)6,092 18,218 
Long-term debt39,597 41,339 
Other liabilities (including $555 and $366 at fair value, respectively)11,550 12,236 
Total liabilities438,316 406,520 
Shareholders' Equity
Preferred stock, $5 par value, liquidation preference of $25,000 per share8,048 5,102 
Common stock, $5 par value6,745 6,711 
Additional paid-in capital35,843 35,609 
Retained earnings19,455 19,806 
AOCI, net of deferred income taxes716 (844)
Noncontrolling interests105 174 
Total shareholders' equity70,912 66,558 
Total liabilities and shareholders' equity$509,228 $473,078 
Common shares outstanding1,348,961 1,342,166 
Common shares authorized2,000,000 2,000,000 
Preferred shares outstanding280 145 
Preferred shares authorized5,000 5,000 

The accompanying notes are an integral part of these consolidated financial statements.

88 Truist Financial Corporation
CONSOLIDATED STATEMENTS OF INCOME
BB&T CORPORATION AND SUBSIDIARIES
   
  Year Ended December 31,
(Dollars in millions, except per share data, shares in thousands) 2017 2016 2015
Interest Income      
Interest and fees on loans and leases $6,230
 $5,985
 $5,347
Interest and dividends on securities 1,092
 1,029
 941
Interest on other earning assets 52
 52
 39
Total interest income 7,374
 7,066
 6,327
Interest Expense      
Interest on deposits 344
 251
 233
Interest on short-term borrowings 41
 9
 4
Interest on long-term debt 454
 485
 498
Total interest expense 839
 745
 735
Net Interest Income 6,535
 6,321
 5,592
Provision for credit losses 547
 572
 428
Net Interest Income After Provision for Credit Losses 5,988
 5,749
 5,164
Noninterest Income      
Insurance income 1,754
 1,713
 1,596
Service charges on deposits 706
 664
 631
Mortgage banking income 415
 463
 455
Investment banking and brokerage fees and commissions 410
 408
 398
Trust and investment advisory revenues 278
 266
 240
Bankcard fees and merchant discounts 271
 237
 218
Checkcard fees 214
 195
 174
Operating lease income 146
 137
 124
Income from bank-owned life insurance 122
 123
 113
FDIC loss share income, net 
 (142) (253)
Other income 467
 362
 326
Securities gains (losses), net      
Gross realized gains 17
 46
 41
Gross realized losses (18) 
 (40)
OTTI charges 
 
 (2)
Non-credit portion recognized in OCI 
 
 (2)
Total securities gains (losses), net (1) 46
 (3)
Total noninterest income 4,782
 4,472
 4,019
Noninterest Expense      
Personnel expense 4,121
 3,964
 3,469
Occupancy and equipment expense 784
 786
 708
Software expense 242
 224
 192
Outside IT services 160
 186
 135
Regulatory charges 153
 145
 101
Amortization of intangibles 142
 150
 105
Loan-related expense 130
 95
 150
Professional services 123
 102
 130
Merger-related and restructuring charges, net 115
 171
 165
Loss (gain) on early extinguishment of debt 392
 (1) 172
Other expense 1,082
 899
 939
Total noninterest expense 7,444
 6,721
 6,266
Earnings      
Income before income taxes 3,326
 3,500
 2,917
Provision for income taxes 911
 1,058
 794
Net income 2,415
 2,442
 2,123
Noncontrolling interests 21
 16
 39
Dividends on preferred stock 174
 167
 148
Net income available to common shareholders $2,220
 $2,259
 $1,936
Basic EPS $2.78
 $2.81
 $2.59
Diluted EPS $2.74
 $2.77
 $2.56
Cash dividends declared per share $1.26
 $1.15
 $1.05
Basic weighted average shares outstanding 799,217
 804,680
 748,010
Diluted weighted average shares outstanding 810,977
 814,916
 757,765



CONSOLIDATED STATEMENTS OF INCOME
TRUIST FINANCIAL CORPORATION AND SUBSIDIARIES
Year Ended December 31,
(Dollars in millions, except per share data; shares in thousands)
202020192018
Interest Income  
Interest and fees on loans and leases$13,485 $7,982 $6,894 
Interest on securities1,739 1,319 1,160 
Interest on other earning assets324 108 66 
Total interest income15,548 9,409 8,120 
Interest Expense  
Interest on deposits785 1,101 644 
Interest on long-term debt800 797 683 
Interest on other borrowings137 198 111 
Total interest expense1,722 2,096 1,438 
Net Interest Income13,826 7,313 6,682 
Provision for credit losses2,335 615 566 
Net Interest Income After Provision for Credit Losses11,491 6,698 6,116 
Noninterest Income  
Insurance income2,193 2,072 1,852 
Wealth management income1,277 715 660 
Service charges on deposits1,020 762 712 
Residential mortgage income1,000 285 258 
Investment banking and trading income944 244 154 
Card and payment related fees761 555 522 
Lending related fees315 124 99 
Operating lease income309 153 145 
Commercial real estate related income271 116 100 
Income from bank-owned life insurance179 129 116 
Securities gains (losses)402 (116)
Other income (loss)208 216 255 
Total noninterest income8,879 5,255 4,876 
Noninterest Expense  
Personnel expense8,146 4,833 4,313 
Professional fees and outside processing1,252 433 365 
Net occupancy expense904 507 491 
Software expense862 338 272 
Amortization of intangibles685 164 131 
Equipment expense484 280 267 
Marketing and customer development273 137 102 
Operating lease depreciation258 136 120 
Loan-related expense242 123 108 
Regulatory costs125 81 134 
Merger-related and restructuring charges860 360 146 
Loss (gain) on early extinguishment of debt235 
Other expense571 542 483 
Total noninterest expense14,897 7,934 6,932 
Earnings  
Income before income taxes5,473 4,019 4,060 
Provision for income taxes981 782 803 
Net income4,492 3,237 3,257 
Noncontrolling interests10 13 20 
Net income available to the bank holding company4,482 3,224 3,237 
Dividends on preferred stock298 196 174 
Net income available to common shareholders$4,184 $3,028 $3,063 
Basic EPS$3.11 $3.76 $3.96 
Diluted EPS3.08 3.71 $3.91 
Basic weighted average shares outstanding1,347,080 805,104 772,963 
Diluted weighted average shares outstanding1,358,289 815,204 783,484 

The accompanying notes are an integral part of these consolidated financial statements.

Truist Financial Corporation 89
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
BB&T CORPORATION AND SUBSIDIARIES
   
  Year Ended December 31,
(Dollars in millions) 2017 2016 2015
Net Income $2,415
 $2,442
 $2,123
OCI, Net of Tax:      
Change in unrecognized net pension and postretirement costs (84) (41) (97)
Change in unrealized net gains (losses) on cash flow hedges 18
 (9) (29)
Change in unrealized net gains (losses) on AFS securities (27) (225) (186)
Change in FDIC's share of unrealized gains/losses on AFS securities 
 169
 38
Other, net 5
 2
 (3)
Total OCI (88) (104) (277)
Total comprehensive income $2,327
 $2,338
 $1,846
       
Income Tax Effect of Items Included in OCI:    
  
Change in unrecognized net pension and postretirement costs $(15) $(20) $(59)
Change in unrealized net gains (losses) on cash flow hedges 7
 (4) (18)
Change in unrealized net gains (losses) on AFS securities (27) (130) (120)
Change in FDIC 's share of unrealized gains/losses on AFS securities 
 98
 25
Other, net 
 1
 3

 The accompanying notes are an integral part of these consolidated financial statements.




CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
BB&T CORPORATION AND SUBSIDIARIES
                 
(Dollars in millions, shares in thousands) Shares of Common Stock Preferred Stock Common Stock Additional Paid-In Capital Retained Earnings AOCI Noncontrolling Interests Total Shareholders' Equity
Balance, January 1, 2015 720,698
 $2,603
 $3,603
 $6,517
 $12,317
 $(751) $88
 $24,377
Add (Deduct):                
Net income 
 
 
 
 2,084
 
 39
 2,123
OCI 
 
 
 
 
 (277) 
 (277)
Stock transactions:    
  
          
Issued in business combinations 54,000
 
 270
 1,918
 
 
 
 2,188
Issued in connection with equity awards, net 5,639
 
 29
 33
 
 
 
 62
Excess tax benefits in connection with equity awards 
 
 
 11
 
 
 
 11
Purchase of additional ownership interest in AmRisc, LP 
 
 
 (219) 
 
 (3) (222)
Cash dividends declared on common stock 
 
 
 
 (789) 
 
 (789)
Cash dividends declared on preferred stock 
 
 
 
 (148) 
 
 (148)
Equity-based compensation expense 
 
 
 106
 
 
 
 106
Other, net 
 
 
 (1) 
 
 (90) (91)
Balance, December 31, 2015 780,337
 2,603
 3,902
 8,365
 13,464
 (1,028) 34
 27,340
Add (Deduct):                
Net income 
 
 
 
 2,426
 
 16
 2,442
OCI 
 
 
 
 
 (104) 
 (104)
Stock transactions:    
  
          
Issued in business combination 31,665
 
 158
 905
 
 
 
 1,063
Issued in connection with equity awards, net 9,241
 
 46
 174
 
 
 
 220
Excess tax benefits in connection with equity awards 
 
 
 7
 
 
 
 7
Issued in connection with preferred stock offering 
 450
 
 
 
 
 
 450
Repurchase of common stock (11,768) 
 (59) (461) 
 
 
 (520)
Cash dividends declared on common stock 
 
 
 
 (925) 
 
 (925)
Cash dividends declared on preferred stock 
 
 
 
 (167) 
 
 (167)
Equity-based compensation expense 
 
 
 115
 
 
 
 115
Other, net 
 
 
 (1) 11
 
 (5) 5
Balance, December 31, 2016 809,475
 3,053
 4,047
 9,104
 14,809
 (1,132) 45
 29,926
Add (Deduct):                
Net income 
 
 
 
 2,394
 
 21
 2,415
OCI 
 
 
 
 
 (88) 
 (88)
Stock transactions:                
Issued in connection with equity awards, net 8,059
 
 41
 79
 
 
 
 120
Repurchase of common stock (35,528) 
 (178) (1,435) 
 
 
 (1,613)
Cash dividends declared on common stock 
 
 
 
 (1,005) 
 
 (1,005)
Cash dividends declared on preferred stock 
 
 
 
 (174) 
 
 (174)
Equity-based compensation expense 
 
 
 132
 
 
 
 132
Reclassification of certain tax effects 
 
 
 
 247
 (247) 
 
Other, net 
 
 
 13
 (12) 
 (19) (18)
Balance, December 31, 2017 782,006
 $3,053
 $3,910
 $7,893
 $16,259
 $(1,467) $47
 $29,695
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

TRUIST FINANCIAL CORPORATION AND SUBSIDIARIES
Year Ended December 31,
(Dollars in millions)
202020192018
Net income$4,492 $3,237 $3,257 
OCI, net of tax:  
Change in unrecognized net pension and postretirement costs247 42 (160)
Change in unrealized net gains (losses) on cash flow hedges37 (70)61 
Change in unrealized net gains (losses) on AFS securities1,274 880 (144)
Other, net19 (5)
Total OCI, net of tax1,560 871 (248)
Total comprehensive income$6,052 $4,108 $3,009 
Income Tax Effect of Items Included in OCI:
Change in unrecognized net pension and postretirement costs$79 $11 $(50)
Change in unrealized net gains (losses) on cash flow hedges11 (21)20 
Change in unrealized net gains (losses) on AFS securities396 271 (45)
Other, net
Total income taxes related to OCI$486 $266 $(74)

The accompanying notes are an integral part of these consolidated financial statements.



90 Truist Financial Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
BB&T CORPORATION AND SUBSIDIARIES
  Year Ended December 31,
(Dollars in millions) 2017 2016 2015
Cash Flows From Operating Activities:      
Net income $2,415
 $2,442
 $2,123
Adjustments to reconcile net income to net cash from operating activities:      
Provision for credit losses 547
 572
 428
Depreciation 408
 405
 356
Loss (gain) on early extinguishment of debt 392
 (1) 172
Amortization of intangibles 142
 150
 105
Equity-based compensation expense 132
 115
 106
(Gain) loss on securities, net 1
 (46) 3
Net change in operating assets and liabilities:      
LHFS 618
 (644) 422
Trading securities 115
 432
 (698)
Other assets, accounts payable and other liabilities (15) (18) (14)
Cash paid to terminate FDIC loss share agreements 
 (230) 
Other, net (120) (62) 128
Net cash from operating activities 4,635
 3,115
 3,131
Cash Flows From Investing Activities:      
Proceeds from sales of AFS securities 4,934
 4,612
 6,302
Proceeds from maturities, calls and paydowns of AFS securities 4,800
 5,888
 5,064
Purchases of AFS securities (7,397) (10,033) (12,698)
Proceeds from maturities, calls and paydowns of HTM securities 2,580
 7,022
 3,791
Purchases of HTM securities (8,965) (5,124) (2,557)
Originations and purchases of loans and leases, net of principal collected (1,230) (2,986) (3,196)
Net cash received (paid) for acquisitions and divestitures 
 (785) 1,055
Other, net (31) 398
 390
Net cash from investing activities (5,309) (1,008) (1,849)
Cash Flows From Financing Activities:      
Net change in deposits (2,842) 4,507
 2,506
Net change in short-term borrowings 3,532
 (3,581) (982)
Proceeds from issuance of long-term debt 8,883
 3,878
 2,272
Repayment of long-term debt (7,453) (5,849) (2,433)
Repurchase of common stock (1,613) (520) 
Net cash from common stock transactions in connection with equity awards 108
 218
 68
Net proceeds from preferred stock issued 
 450
 
Cash dividends paid on common stock (1,005) (925) (789)
Cash dividends paid on preferred stock (174) (167) (148)
Other, net 15
 107
 (390)
Net cash from financing activities (549) (1,882) 104
Net Change in Cash and Cash Equivalents (1,223) 225
 1,386
Cash and Cash Equivalents at Beginning of Period 3,936
 3,711
 2,325
Cash and Cash Equivalents at End of Period $2,713
 $3,936
 $3,711
       
Supplemental Disclosure of Cash Flow Information:      
Cash paid during the period for:      
Interest $819
 $775
 $734
Income taxes 429
 844
 655
Noncash investing and financing activities:      
Transfers of loans to foreclosed assets 260
 258
 320
Transfers of loans HFI to LHFS 1,050
 263
 153
Stock issued in acquisitions 
 1,063
 2,188
Purchase of additional interest in AmRisc, LP 
 
 216
Transfer of HTM securities to AFS 
 
 517



CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
TRUIST FINANCIAL CORPORATION AND SUBSIDIARIES

(Dollars in millions, shares in thousands)
Shares of Common StockPreferred StockCommon StockAdditional Paid-In CapitalRetained EarningsAOCINoncontrolling InterestsTotal Shareholders' Equity
Balance, January 1, 2018782,006 $3,053 $3,910 $7,893 $16,259 $(1,467)$47 $29,695 
Net income— — — — 3,237 — 20 3,257 
OCI— — — — — (248)— (248)
Issued in connection with equity awards, net4,554 — 23 (29)— — — (6)
Repurchase of common stock(23,234)— (116)(1,089)— — — (1,205)
Cash dividends declared on common stock— — — — (1,204)— — (1,204)
Cash dividends declared on preferred stock— — — — (174)— — (174)
Equity-based compensation expense— — — 141 — — — 141 
Other, net— — — (67)— — (11)(78)
Balance, December 31, 2018763,326 $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 combinations575,067 2,045 2,875 28,626 — — — 33,546 
Issued in connection with equity awards, net3,773 — 19 (34)— — — (15)
Issued in connection with preferred stock offerings— 1,683 — — — — — 1,683 
Redemption of preferred stock— (1,679)— — (46)— — (1,725)
Cash dividends declared on common stock— — — — (1,309)— — (1,309)
Cash dividends declared on preferred stock— — — — (150)— — (150)
Equity-based compensation expense— — — 165 — — — 165 
Other, net— — — (31)— 105 77 
Balance, December 31, 20191,342,166 $5,102 $6,711 $35,609 $19,806 $(844)$174 $66,558 
Net income— — — — 4,482 — 10 4,492 
OCI— — — — — 1,560 — 1,560 
Issued in connection with equity awards, net6,795 — 34 (119)(2)— — (87)
Issued in connection with preferred stock offerings— 3,449 — — — — — 3,449 
Redemption of preferred stock— (503)— — — — (500)
Cash dividends declared on common stock— — — — (2,424)— — (2,424)
Cash dividends declared on preferred stock— — — — (301)— — (301)
Equity-based compensation expense— — — 353 — — — 353 
Cumulative effect adjustment for new accounting standards— — — — (2,109)— — (2,109)
Other, net— — — — — — (79)(79)
Balance, December 31, 20201,348,961 $8,048 $6,745 $35,843 $19,455 $716 $105 $70,912 

The accompanying notes are an integral part of these consolidated financial statements.

Truist Financial Corporation 91



CONSOLIDATED STATEMENTS OF CASH FLOWS
TRUIST FINANCIAL CORPORATION AND SUBSIDIARIES
Year Ended December 31,
(Dollars in millions)
202020192018
Cash Flows From Operating Activities:  
Net income$4,492 $3,237 $3,257 
Adjustments to reconcile net income to net cash from operating activities:  
Provision for credit losses2,335 615 566 
Depreciation923 466 424 
Amortization of intangibles685 164 131 
Equity-based compensation expense353 165 141 
Securities (gains) losses(402)116 (3)
Net change in operating assets and liabilities:  
LHFS718 (1,895)188 
MSRs607 97 (52)
Pension asset(779)(1,815)99 
Derivative assets and liabilities(2,690)(312)(85)
Trading assets1,861 368 242 
Other assets and other liabilities186 379 (33)
Other, net(852)(65)(526)
Net cash from operating activities7,437 1,520 4,349 
Cash Flows From Investing Activities:  
Proceeds from sales of AFS securities5,276 36,780 383 
Proceeds from maturities, calls and paydowns of AFS securities24,627 4,797 3,674 
Purchases of AFS securities(72,808)(42,646)(4,722)
Proceeds from maturities, calls and paydowns of HTM securities2,499 2,442 
Originations and purchases of loans and leases, net of sales and principal collected2,613 656 (6,266)
Net cash received (paid) for FHLB stock600 147 (47)
Net cash paid for premises and equipment(815)(224)(363)
Net cash received (paid) for mergers, acquisitions and divestitures(2,439)6,256 (296)
Other, net(706)83 232 
Net cash from investing activities(43,652)8,348 (4,963)
Cash Flows From Financing Activities:
Net change in deposits48,599 2,917 3,838 
Net change in short-term borrowings(12,124)6,293 240 
Proceeds from issuance of long-term debt26,644 7,084 2,769 
Repayment of long-term debt(28,278)(9,265)(2,533)
Repurchase of common stock(1,205)
Net proceeds from preferred stock issued3,449 1,683 
Redemption of preferred stock(500)(1,725)
Cash dividends paid on common stock(2,424)(1,309)(1,204)
Cash dividends paid on preferred stock(301)(150)(174)
Net cash received (paid) for hedge unwinds1,101 (130)(126)
Other, net(148)(45)(103)
Net cash from financing activities36,018 5,353 1,502 
Net Change in Cash and Cash Equivalents(197)15,221 888 
Cash and Cash Equivalents, January 119,065 3,844 2,956 
Cash and Cash Equivalents, December 31$18,868 $19,065 $3,844 
Supplemental Disclosure of Cash Flow Information:
Net cash paid (received) during the period for:
Interest expense$1,834 $1,921 $1,408 
Income taxes126 443 99 
Noncash investing activities:
Transfer of loans HFI to LHFS2,562 7,434 77 
Stock issued in business combinations33,546 
Transfer of HTM securities to AFS18,022 

The accompanying notes are an integral part of these consolidated financial statements.
92 Truist Financial Corporation


NOTE 1. SummaryBasis of Significant Accounting PoliciesPresentation

Truist Financial Corporation is a purpose-driven financial services company committed to inspire and build better lives and communities. With the combined history of BB&T and SunTrust, Truist has leading market share in many high-growth markets in the country. The Company offers a wide range of services including retail, small business and commercial banking; asset management; capital markets; commercial real estate; corporate and institutional banking; insurance; mortgage; payments; specialized lending; and wealth management. Headquartered in Charlotte, North Carolina, Truist is the sixth-largest commercial bank in the U.S. The Company operates and measures business activity across three business segments: Consumer Banking and Wealth, Corporate and Commercial Banking, and Insurance Holdings. For additional information on the Company’s business segments, see "Note 21. Operating Segments."

General

See the Glossary of Defined Terms at the beginning of this Report for terms used herein. The accounting and reporting policies are in accordance with GAAP. Additionally, where applicable, the policies conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. The following is a summary of significant accounting policies.

Nature of Operations
BB&T is a FHC organized under the laws of North Carolina. BB&T conducts operations through a bank subsidiary, Branch Bank, and nonbank subsidiaries. Branch Bank’s offices are concentrated primarily in the Southeastern and Mid-Atlantic United States. BB&T provides a wide range of banking services to individuals, businesses and municipalities. BB&T offers a variety of loans and lease financing to individuals and entities primarily within BB&T’s geographic footprint, including commercial and residential mortgages; permanent CRE financing arrangements; loan servicing for third-party investors; direct consumer finance loans to individuals; credit card lending; automobile financing; and equipment financing. BB&T also provides a wide range of other services, including deposits; discount and full service brokerage, annuities and mutual funds; life insurance, property and casualty insurance, health insurance and commercial general liability insurance through its retail agency and wholesale brokerage operations; merchant services; trust and retirement services; comprehensive wealth advisory services; asset management and capital markets services.
Principles of Consolidation

The consolidated financial statements include the accounts of BB&TTruist Financial Corporation and those subsidiaries that are wholly or majority owned by BB&TTruist or over which BB&TTruist exercises control. Intercompany accounts and transactions are eliminated in consolidation. The results of operations of companies or assets acquired are included from the datesdate of acquisition. All material wholly-owned and majority-owned subsidiariesResults of operations associated with entities or net assets sold are consolidated unless GAAP requires otherwise.included through the date of disposition.

BB&TTruist holds investments in certain legal entities that are considered VIEs. VIEs are legal entities in which equity investors do not have sufficient equity at risk for the entity to independently finance its activities, or as a group, the holders of the equity investment at risk lack the power through voting or similar rights to direct the activities of the entity that most significantly impact its economic performance, or do not have the obligation to absorb the expected losses of the entity or the right to receive expected residual returns of the entity. Consolidation of a VIE is required if a reporting entity is the primary beneficiary of the VIE.

Investments in VIEs are evaluated to determine if BB&TTruist is the primary beneficiary. This evaluation gives appropriate consideration to the design of the entity and the variability that the entity was designed to create and pass along, the relative power of each party, and to BB&T’s relativeTruist's obligation to absorb losses or receive residual returns of the entity, in relation to such obligations and rights held by each party. BB&Tentity. Truist has variable interests in certain entities that wereare not required to be consolidated, including affordable housing and other partnership interests. Refer to "Note 13.16. Commitments and Contingencies" for additional disclosures regarding BB&T’sTruist's VIEs.

Investments in entities for which the Company has the ability to exercise significant VIEs.
BB&T accountsinfluence, but not control, over operating and financing decisions are accounted for unconsolidated partnerships and certain other investments using the equity method of accounting. BB&TThese investments are included in Other assets in the Consolidated Balance Sheets at cost, adjusted to reflect the Company’s portion of income, loss, or dividends of the investee. Truist records its portion of income or loss in otherOther noninterest income in the Consolidated Statements of Income. These investments are periodically evaluated for impairment. BB&T also has investments

The Company reports any noncontrolling interests in its subsidiaries in the equity section of the Consolidated Balance Sheets and future funding commitmentsseparately presents the income or loss attributable to private equity investments, which are accounted for based on BB&T’s ownership and control rights specific to each investment.the noncontrolling interest of a consolidated subsidiary in its Consolidated Statements of Income.

Reclassifications
The Consolidated Statement of Cash Flows for the years ended December 31, 2016 and 2015 have been revised to correct errors in the classification of certain transactions related to other assets and other liabilities and were not material to prior consolidated financial statements. The net effect of the revisions is as follows:
(dollars in millions) 2016 2015
Net cash from operating activities $443
 $216
Net cash from investing activities (326) (211)
Net cash from financing activities (117) (5)
Net change in cash and cash equivalents $
 $


Certain other amounts reported in prior periods’periods' consolidated financial statements have been reclassified to conform to the current presentation.


Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change include the determination of the ACL, determination of fair value for financial instruments, valuation of goodwill, intangible assets and other purchase accounting related adjustments, benefit plan obligations and expenses, mortgage servicing rights, and tax assets, liabilities and expense.

Truist Financial Corporation 93


Business Combinations

BB&TTruist accounts for business combinations using the acquisition method of accounting.method. The accounts of an acquired entity are included as of the date of acquisition, and any excess of purchase price over the fair value of the net assets acquired is capitalized as goodwill.
BB&T typically issues common stock and/or pays cash See "Note 2. Business Combinations" for an acquisition, dependingfurther discussion of the Merger and its impact on the terms of the acquisition agreement. The value of common shares issued is determined based on the market price of the stock as of the closing of the acquisition.Company’s consolidated financial statements.

Cash and Cash Equivalents

Cash and cash equivalents includeincludes cash and due from banks and interest-bearing deposits with banks and other cash equivalents. Cash and cash equivalentsthat have original maturities of three months or less. Accordingly, the carrying amount of such instruments is considered a reasonable estimate of fair value.
Restricted Cash
Restricted cash primarily represents amounts posted as collateral for derivatives in a loss position.was immaterial at December 31, 2020 and 2019.

Securities Financing Activities

MarketableThe Company borrows securities and purchases securities under agreements to resell as part of its securities financing activities. On the acquisition date of these securities, the Company and related counterparty agree on the amount of collateral required to secure the principal amount loaned under these agreements. The Company monitors collateral values daily and calls for additional collateral to be provided as warranted under the respective agreements.

Short-term borrowings include securities sold under agreements to repurchase, which are accounted for as collateralized financing transactions and are recorded at the amounts at which the securities were sold, plus accrued interest within Short-term borrowings.

Trading Activities

Various trading assets and liabilities are used to accommodate the investment and risk management activities of the Company's clients. Product offerings to clients include debt securities, loans traded in the secondary market, equity securities, derivative contracts, and other similar financial instruments. The Company elects to apply fair value accounting to trading loans. Trading loans include: (i) loans held in connection with the Company's trading business primarily consisting of commercial and corporate leveraged loans; (ii) certain SBA loans guaranteed by the U.S. government; and (iii) loans made or acquired in connection with the Company’s TRS business. Other trading-related activities include acting as a market maker for certain debt and equity security transactions, derivative instrument transactions, and foreign exchange transactions. Trading assets and liabilities are measured at fair value with changes in fair value recognized within Noninterest income in the Company’s Consolidated Statements of Income. Interest income on trading account securities is included in Interest on other earning assets. For additional information on the Company’s trading activities, see "Note 16. Commitments and Contingencies" and "Note 18. Fair Value Disclosures."

Investment Securities

The Company invests in various debt securities primarily for liquidity management purposes and as part of the overall ALM process to optimize income and market performance. Investments in debt securities that are not held for trading purposes are classified as HTM, AFS or trading. AFS.

Interest income and dividends on securities areis recognized in income on an accrual basis. Premiums and discounts on debt securities are amortized as an adjustment tointo interest income using the effective interest method. For MBS, prepayment speeds are evaluated quarterly in order to determinemethod over the estimated livescontractual life of the securities. When the estimated lives of MBSsecurity. As prepayments are changed, the amortization of premiums or discounts is adjusted withreceived, a corresponding charge or credit to interest income as if the current estimated lives had been applied since the acquisitionproportionate amount of the securities.related premium or discount is recognized in income so that the effective interest rate on the remaining portion of the security continues unchanged.


Debt securities are classified as HTM when BB&T has both the intent and ability to hold the securities to maturity. These securities are reported at amortized cost.
Debt securities that may be sold to meet liquidity needs arising from unanticipated deposit and loan fluctuations, changes in regulatory capital requirements or unforeseen changes in market conditions are classified as AFS. AFS securities are reported at estimated fair value, with unrealized gains and losses reported in AOCI, net of deferred income taxes, in the shareholders’Shareholders' equity section of the Consolidated Balance Sheets. Gains or losses realized from the sale of AFS securities are determined by specific identification and are included in noninterest income.

Each HTM andAn unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. AFS securitydebt securities in aan unrealized loss position isare evaluated at the balance sheet date to determine whether such losses are credit-related. Credit losses are measured on an individual basis and recognized in an ACL. Changes in expected credit losses are recognized in the Provision for credit losses in the Consolidated Statements of Income. Municipal securities are evaluated for impairment using a municipal bond credit scoring tool that leverages historical municipal market data to estimate probability of default and loss given default at the issuer level. U.S. Treasury securities, government guaranteed securities, and other securities issued by GSEs are either explicitly or implicitly guaranteed by the US government, are highly rated by rating agencies and have a long history of no credit losses. There was no ACL on the Company’s AFS debt securities at December 31, 2020.

94 Truist Financial Corporation


Prior to the adoption of CECL on January 1, 2020, investment securities in an unrealized loss position were evaluated quarterly for OTTI. BB&T considersTruist considered such factors as the length of time and the extent to which the fair value has beenwas below amortized cost, long term expectations and recent experience regarding principal and interest payments, BB&T’sTruist's intent to sell and whether it is more likely than notwas more-likely-than-not that the Company would be required to sell those securities before the anticipated recovery of the amortized cost basis.

The credit component of an OTTI loss iswas recognized in earnings and the non-credit component iswas recognized in AOCI, net of tax, in situations where BB&T doesTruist did not intend to sell the security and it iswas more-likely-than-not that BB&T will not beTruist would have been required to sell the security prior to recovery. Subsequent to recognition of OTTI, an increase in expected cash flows iswas recognized as a yield adjustment over the remaining expected life of the security based on an evaluation of the nature of the increase.

Trading accountEquity Securities

Equity securities whichthat are not classified as trading assets or liabilities are recorded in Other assets on the Company’s Consolidated Balance Sheets. Equity securities with readily determinable fair values are considered marketable and measured at fair value, with changes in the fair value recognized as a component of Noninterest income in the Company’s Consolidated Statements of Income. Marketable equity securities include both debtmutual fund investments and other publicly traded equity securities. Dividends received from marketable equity securities and FHLB stock are recognized within Interest income in the Consolidated Statements of Income. Equity securities that are not accounted for under the equity method and that do not have readily determinable fair values are considered non-marketable and are accounted for at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. Any adjustments to the carrying value of these non-marketable equity securities are reported at fair value and includedrecognized in other assetsOther noninterest income in the Company’s Consolidated Balance Sheets. Unrealized fair value adjustments, fees,Statements of Income. Non-marketable equity securities include FHLB stock and realized gains or losses from trading account activities (determined by specific identification) are included in noninterest income. Interest incomeother equity investments. For additional information on trading accountthe Company’s equity securities, is included in interest on other earning assets.see "Note 18. Fair Value Disclosures."



LHFS

BB&T accounts for new originations ofLHFS includes residential and commercial mortgage LHFS atloans that management intends to sell in the secondary market and other loans that management has an active plan to sell.

The Company elects to apply fair value. BB&T accounts forvalue accounting to substantially all residential and commercial mortgage loans that are originated with the derivatives usedintent to economically hedgebe sold in the LHFS at fair value.secondary market. Direct loan origination fees associated with these loans are recorded as Residential mortgage and Commercial real estate related income. The majority of direct origination costs are recorded in Personnel expense. The fair value of LHFSthese loans is primarily based on quotedderived from observable current market prices for securities collateralizedwhen available and includes loan servicing value. When observable market prices are not available, the Company uses judgment and estimates fair value using internal models that reflect assumptions consistent with those that would be used by similar types of loans. Direct loan origination fees and costs related toa market participant in estimating fair value.

First lien residential mortgage LHFS are not capitalized,transferred in conjunction with GNMA and GSE securitization transactions, whereby the loans are exchanged for cash or securities that are readily redeemable for cash with servicing rights retained. Net gains/losses on the sale of residential mortgage LHFS are recorded as mortgage banking income in the caseat inception of the direct loan origination feesassociated interest rate lock commitments and primarily personnel expensereflect the change in the casevalue of the direct loan origination costs.loans resulting from changes in interest rates from the time the Company enters into interest rate lock commitments with borrowers until the loans are sold, adjusted for pull through rates and excluding hedge transactions initiated to mitigate this market risk. Commercial mortgage LHFS are sold to FNMA and FHLMC and the Company also issues and sells GNMA commercial MBS backed by FHA insured loans. The loans and securities are exchanged for cash with servicing rights retained. Gains and losses on sales of residential and commercial mortgage loans are included in Residential mortgage banking income.and Commercial real estate income, respectively.

BB&T sellsLHFS also includes specifically identified loans where management has committed to a significant portionformal plan of its fixed-rate commercialsale and conforming residential mortgage loan originations, which are typically converted into MBS by FHLMC, FNMA and GNMA and subsequently sold to other third party investors. BB&T records these transactions as a sale when the transferred loans are legally isolatedavailable for immediate sale. These loans are generally recorded at LOCOM. Origination fees and costs for such loans are capitalized in the basis of the loan and are included in the calculation of realized gains and losses upon sale. Adjustments to reflect unrealized losses resulting from BB&T’s creditorschanges in fair value and other accounting criteria for arealized gains and losses upon ultimate sale are met. Gains or losses recorded on these transactions are based on the net carrying amount of the loans sold andare classified as Noninterest income in the fair valueConsolidated Statements of related mortgage servicing, which BB&T generally retains on loans sold. Since quoted market prices are not typically available, BB&T estimates theIncome. The fair value of these retained interestsloans is estimated using modeling techniques to determine the net present valueobservable market prices when available, but may also incorporate consideration of expected future cash flows. Such models incorporate management’s best estimates of key variables,other unobservable inputs such as prepayment speeds, servicing costsindicative bids, broker price opinions or other information derived from internal or external data sources.

In certain circumstances, the Company may transfer certain loans from HFI to LHFS. At the time of transfer, any credit losses are subject to charge-off in accordance with the Company’s policy and discount rates that would be used by market participants basedare recorded as a reduction in the ALLL. Any subsequent losses, including those related to interest rate or liquidity-related valuation adjustments are recorded as a component of Noninterest income in the Consolidated Statements of Income. For additional information on the risks involved.Company’s LHFS, see "Note 18. Fair Value Disclosures."

Truist Financial Corporation 95


Loans and Leases

The Company’sCompany's accounting methods for loans differ depending on whether the loans are originated or purchased, and if purchased, whether or not the loans reflect credit deterioration since the date of origination such that it is probable at the date of acquisition that BB&T will be unable to collect all contractually required payments.there is more than an insignificant deterioration in credit.

Originated Loans and Leases

Loans and leases that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding principal balances net of any unearned income, charge-offs, and unamortized fees and costs. The net amount of nonrefundableInterest and fees on loans and leases includes certain loan origination fees and certaindeferred direct costs associated with the lending process are deferred and amortized to interest incomerecognized over the contractual lives of the loans using the effective interest method.

Purchased Loans

Purchased loans are recorded at their fair value at the acquisition date. Credit discounts

Fair values for purchased loans are includedbased on a discounted cash flow methodology that considers credit loss expectations, market interest rates and other market factors such as liquidity from the perspective of a market participant. Loans are grouped together according to similar characteristics and treated in the determinationaggregate when applying various valuation techniques. The probability of fair value; therefore, an ALLL isdefault, loss given default and prepayment assumptions are the key factors driving credit losses which are embedded into the estimated cash flows. These assumptions are informed by internal data on loan characteristics, historical loss experience, and current and forecasted economic conditions. The interest and liquidity component of the estimate are determined by discounting interest and principal cash flows through the expected life of the underlying loans. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity. The discount rates do not recorded atinclude a factor for credit losses as that has been included as a reduction to the acquisition date.estimated cash flows.


PurchasedBeginning January 1, 2020, purchased loans are evaluated upon acquisition and classified as either purchased impaired or purchased non-impaired. PCI loans reflectPCD, which indicates that the loan reflects more-than-insignificant deterioration in credit deteriorationquality since origination, suchor non-PCD. Truist considers a variety of factors in connection with the identification of more-than-insignificant deterioration in credit quality, including but not limited to risk grades, delinquency, nonperforming status, previous troubled debt restructurings or bankruptcies and other qualitative factors that itindicate deterioration in credit quality since origination.

For PCD loans, the initial estimate of expected credit losses is probable at acquisition that BB&T will be unable to collect all contractually required payments. For PCIdetermined using the same methodology as other loans expected cash flows at the acquisition date in excess of the fair value of loans are recordedheld for investmentand recognized as interest income over the life of the loans using a level yield method if the timing and amount of the future cash flows is reasonably estimable. Subsequentan adjustment to the acquisition date, increases in cash flows over those expected atprice of the acquisition date are recognized prospectively as interest income. Decreases in expected cash flows due to credit deterioration are recognized by recording an ALLL.asset; thus, the sum of the loans’ purchase price and initial ALLL estimate represents the initial amortized cost basis. The difference between the initial amortized cost basis and the par value is the non-credit discount or premium. For purchased non-impairednon-PCD loans, the difference between the fair value and UPBthe par value is considered the fair value mark. The initial ALLL for non-PCD loans is recorded with a corresponding charge to the Provision for credit losses in the Consolidated Statements of Income. Subsequent changes in the loan atALLL related to PCD and non-PCD loans are recognized in the acquisition date isProvision for credit losses.

The non-credit discount or premium related to PCD loans and the fair value mark on non-PCD loans are amortized or accreted to interest incomeInterest and fees on loans and leases over the contractual life of the loans using the effective interest method.method for amortizing loans, and using a straight-line approach for interest-only loans and loans associated with a revolving commitment. In the event of prepayment, the remaining unamortized amount isdiscounts or premiums are recognized in interest income.Interest and fees on loans and leases.

96 Truist Financial Corporation


TDRs

Modifications to a borrower’sborrower's debt agreement are considered TDRs if a concession is granted for economic or legal reasons related to a borrower’sborrower's financial difficulties that otherwise would not be considered. TDRs are undertaken in order to improve the likelihood of recovery on the loan and may take the form of modifications made withthat result in the stated interest rate of the loan being lower than the current market rate for new debt with similar risk, other modifications to the structure of the loan that fall outside of normal underwriting policies and procedures, or in certain limited circumstances, forgiveness of principal or interest. ModificationsA restructuring that results in only a delay in payments that is insignificant is not considered an economic concession. In accordance with the CARES Act, Truist implemented loan modification programs in response to the COVID-19 pandemic in order to provide borrowers with flexibility with respect to repayment terms. Payment relief assistance provided by Truist includes forbearance, deferrals, extension and re-aging programs, along with certain other modification strategies. The Company adopted certain provisions of PCI loansthe CARES Act and other regulatory guidance that are partprovide relief from the requirement to apply TDR accounting to (1) certain modifications of a pool accountedfederally backed mortgages upon request from the borrower, and (2) certain modifications of other non-federally backed mortgages for borrowers impacted by the COVID-19 pandemic that were less than 30 days past due at December 31, 2019. In other circumstances the Company applied TDR relief provided by the regulatory agencies for borrowers who received short-term modifications as a single asset are not considered TDRs. result of COVID-19 and were less than 30 days past due at the time that the Company's COVID-19 loan modification program was implemented, or for federally backed loans, the modification was mandated by the government in response to COVID-19.

TDRs can involve loans remaining on nonaccrual, moving to nonaccrual,be classified as performing or continuing on accruing status,nonperforming, depending on the individual facts and circumstances of the borrower.borrower and an evaluation as to whether the borrower will be able to repay the loan based on the modified terms. In circumstances where the TDR involves charging off a portion of the loan balance, BB&T typicallyTruist classifies these TDRs as nonaccrual.nonperforming.


In connection with commercial TDRs, theThe decision to maintain a loan that has been restructuredcommercial TDR on accrualperforming status is based on a current, well documented credit evaluation of the borrower’sborrower's financial condition and prospects for repayment under the modified terms. This evaluation includes consideration of the borrower’sborrower's current capacity to pay, which among other things may include a review of the borrower’sborrower's current financial statements, an analysis of cash flow available to pay debt obligations, and an evaluation of secondary sources of payment from the borrower and any guarantors. This evaluation also includes an evaluation of the borrower’sborrower's current willingness to pay, which may include a review of past payment history, an evaluation of the borrower’sborrower's willingness to provide information on a timely basis, and consideration of offers from the borrower to provide additional collateral or guarantor support. The credit evaluation may also include review of cash flow projections, consideration of the adequacy of collateral to cover all principal and interest and trends indicating improving profitability and collectability of receivables.

The evaluation of mortgage and retailother consumer loans includes an evaluation of the client’s debt to incomeclient's debt-to-income ratio, credit report, property value loan vintage, and certain other client-specific factors that impact theirthe clients’ ability to make timely principal and interest payments on the loan.

TDR classification may be removed due to the passage of time if the loan: (i) did not include a forgiveness of principal or interest, (ii) has performed in accordance with the modified terms (generally a minimum of six months), (iii) was reported as a TDR over a year-end reporting period, and (iv) reflected an interest rate on the modified loan that was no less than a market rate at the date of modification. TDR classification may also be removed for an accruing loan upon the occurrence of a subsequent non-concessionary subsequent modification granted at market terms and within current underwriting guidelines. In connection with consumer TDRs, a NPL will be returned to accruing status when (i) the borrower has resumed paying the full amount of the scheduled contractual interest and principal payments, (ii) management concludes that all principal and interest amounts contractually due (including arrearages) are reasonably assured of repayment, and (iii) there is a sustained period of repayment performance, generally a minimum of six months.

NPAs

NPAs include NPLs and foreclosed property. Foreclosed property consists of real estate and other assets acquired as a result of customers’clients' loan defaults.


BB&T’s
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Truist's policies for placing loans on nonaccrualnonperforming status conform to guidelines prescribed by bank regulatory authorities. BB&TTruist classifies loans and leases as past due when the payment of principal and interest based upon contractual terms is greater than 30 days delinquent or if one payment is past due. Payment deferrals granted as a result of the COVID-19 pandemic do not result in a loan becoming past due. The following table summarizes the delinquency thresholds that are a factor used in evaluating nonaccrualnonperforming classification and the timing of charge-offs (PCIcharge-off evaluations:
(number of days)Placed on Nonperforming (1)Evaluated for Charge-off
Commercial:
Commercial and industrial90(2)90(2)
CRE90(2)90(2)
Commercial construction90(2)90(2)
Lease financing90(2)90(2)
Consumer:
Residential mortgage (3)90to18090to210
Residential home equity and direct (3)90to12090to180
Indirect auto (3)90120
Indirect other (3)90to120120to180
Student (4) (5)NA120to180
Credit card (6)NA90to180
(1)Loans may be returned to performing status when (i) the borrower has resumed paying the full amount of the scheduled contractual interest and principal payments, (ii) management concludes that all principal and interest amounts contractually due (including arrearages) are reasonably assured of repayment, and (iii) there is a sustained period of repayment performance, generally a minimum of six months.
(2)Or when it is probable that principal or interest is not fully collectible, whichever occurs first.
(3)Depends on product type, loss mitigation status, status of the government guaranty, if applicable, and certain other product-specific factors.
(4)Student loans are considerednot placed in nonperforming status, which reflects consideration of governmental guarantees or accelerated charge-off policies related to certain non-guaranteed portfolios.
(5)Claims related to government guaranteed loans may be performing duefiled once the loans reach 270 days past due. The non-guaranteed balance, which ranges from 2-3%, is charged off once the claim proceeds related to the application of the expected cash flows method):guaranteed portion have been received.
(6)Credit cards are generally not placed on nonperforming status, but are fully charged off at specified delinquency dates consistent with regulatory guidelines.
(number of days) Placed on Nonaccrual (1) Charge-off
Commercial:        
Commercial and industrial 90(2)  90  
CRE 90(2)  90  
Lease financing 90(2)  90  
Retail:        
Residential mortgage (3) 90to180 90to210
Direct (3) 90to120 90to120
Indirect (3) 90to120 90to120
Revolving credit (3) NA   90to180
(1)Loans may be returned to accrual status when they become current as to both principal and interest and concern no longer exists as to the collectability of principal and interest, generally indicated by 180 days of sustained performance.
(2)Or when it is probable that principal or interest is not fully collectible, whichever occurs first.
(3)Depends on product type, loss mitigation status and status of the government guaranty.


When commercial loans are placed on nonaccrualnonperforming status, a charge-off is recorded, as applicable, to decrease the carrying value of such loans to the estimated recoverable amount. RetailConsumer and credit card loans are subject to mandatory charge-off at a specified delinquency date consistent with regulatory guidelines. As such, retail loans are subject to collateral valuation and charge-off, as applicable, when they are moved to nonaccrual status.

Certain past due loans may remain on accrualperforming status if management determines that it does not have concern over the collectability of principal and interest. Generally, when loans are placed on nonaccrualnonperforming status, accrued interest receivable is reversed against interest income in the current period and amortization of deferred loan fees and expenses for originated loans, and fair value marks for purchased loans, is suspended. PaymentsFor commercial loans and certain consumer loans, payments received for interest and lending fees thereafter are applied as a reduction to the remaining principal balance as long as concern exists as to the ultimate collection of the principal. Interest income on nonperforming loans is recognized after the principal has been reduced to zero. If and when borrowers demonstrate the ability to repay a loan classified as nonperforming in accordance with its contractual terms, the loan may be returned to performing status upon meeting all regulatory, accounting and internal policy requirements.

Accrued interest is included in Other assets in the Consolidated Balance Sheets. Accrued interest receivable balances are not considered in connection with the ACL estimation process, as such amounts are generally reversed against interest income when the loan is placed in nonperforming status. The Company has deferred interest income recognition on the estimated uncollectible portion of accrued interest on loans that were provided payment relief assistance in connection with the CARES Act.

Assets acquired as a result of foreclosure are initially recorded at fair value less estimated cost to sell and subsequently carried at the lower of cost or net realizable value. Net realizable value equals fair value less estimated selling costs. Any excess of cost over net realizable value at the time of foreclosure is charged to the ALLL. NPAs are subject to periodic revaluations of the collateral underlying impaired loans and foreclosed real estate. The periodic revaluations are generally based on the appraised value of the property and may include additional liquidity adjustments based upon the expected retention period. BB&T’sTruist's policies require that valuations be updated at least annually and that upon foreclosure, the valuation must not be more than six months old, otherwise an update is required. Any subsequent changes in value as well as gains or losses from the disposition of these assets are recognized in Other noninterest expense in the Consolidated Statements of Income. For additional information on the Company’s loan and lease activities, see "Note 5. Loans and ACL."


98 Truist Financial Corporation


ACL

The ACL includes the ALLL and the RUFC. The ACL represents management’smanagement's best estimate of probableexpected future credit losses inherent in therelated to loan and lease portfolios and off-balance sheet lending commitments at the balance sheet date. Estimates for loan and lease losses are determined by analyzing historical loan and lease losses, historical loan and lease migration to charge-off experience, current trends in delinquencies and charge-offs, expected cash flows on PCI loans, current assessment of impaired loans and leases, the results of regulatory examinations and changes in the size, composition and risk assessment of the loan and lease portfolio. As part of this process, BB&T developsThe ALLL is a series of loss estimate factors, which are modeled projections of the frequency, timing and severity of losses. Changesvaluation account that is deducted from or added to the ACL are made by chargesloans’ amortized cost basis to present the provision for credit losses, which is reflected in the Consolidated Statements of Income. Loan or lease balances deemednet amount expected to be uncollectible are charged off against the ALLL. Recoveries of amounts previously charged off are credited to the ALLL. The methodology used to determine the RUFC is inherently similar to that used to determine the collectively evaluated component of the ALLL, adjusted for factors specific to binding commitments, including the probability of funding and exposure at default. While management uses the best information available to establish the ACL, future adjustments may be necessary if economic conditions differ substantially from the assumptions used in computing the ACL or, if required by regulators based upon information available to them at the time of their examinations.
Accounting standards require the disclosure of certain information at the portfolio segment level, representing the level at which an entity develops and documents a systematic methodology to determine its ACL. BB&T concluded that its loan and lease portfolio consists of four portfolio segments; commercial, retail, revolving credit, and PCI. The commercial portfolio segment was identified basedcollected on the risk-based approach used to estimate the ALLL for the vast majority of these loans. The retail portfolio segment was identified based on the delinquency-based approach used to estimate the ALLL. The revolving credit portfolio segment, which also uses a delinquency-based ALLL approach, was identified because of the uniqueness of its lending arrangements. The PCI portfolio segment was identified based on the expected cash flows approach used to estimate the ALLL. During the fourth quarter of 2017, certain loan categories were reclassified to better reflect the nature of the underlying loans. Prior periods were revised to conform to the current presentation. See "Note 3. Loans and ACL" for additional information about the classes of financing receivables included within each of these loan portfolio segments.

The entire amount of the ACL is available to absorb losses on any loan category or lending-related commitment. Loan or lease balances deemed to be uncollectible are charged off against the ALLL. Expected recoveries of amounts previously charged off are incorporated into the ALLL estimate, with such amounts capped at the aggregate of amounts previously charged off. Changes to the ACL are made by charges to the Provision for credit losses, which is reflected in the Consolidated Statements of Income. The RUFC is recorded in Other liabilities on the Consolidated Balance Sheets.

Portfolio segments represent the level at which Truist develops and documents a systematic methodology to determine its ACL. Truist’s loan and lease portfolio consists of three portfolio segments; commercial, consumer and credit card. The expected credit loss models are generally developed one level below the portfolio segment level. In certain instances, loans are further disaggregated by similar risk characteristics, such as business sector, client type, funding type, type of collateral, whether loan payments are interest-only and whether interest rates are fixed or variable. Larger loans and leases that do not share similar risk characteristics or that are considered collateral-dependent are individually evaluated. For these loans, the ALLL is determined through review of data specific to the borrower and related collateral, if any. Such estimates may be based on current loss forecasts, an evaluation of the fair value of the underlying collateral or in certain circumstances the present value of expected cash flows discounted at the loan's effective interest as described further below. 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. In addition to these quantitatively calculated components, the ALLL includes qualitatively calculated components.

Truist maintains a collectively calculated ALLL for loans with similar risk characteristics. The collectively calculated ALLL is estimated using relevant available information from internal and external sources relating to past events, current conditions, and reasonable and supportable forecasts. Truist maintains quantitative models to forecast expected credit losses. The credit loss forecasting models use portfolio balances, macroeconomic forecast data, portfolio composition and loan attributes as the primary inputs. Loss estimates are informed by historical loss experience adjusted for macroeconomic forecast data and current and expected portfolio risk characteristics. Expected losses are estimated through contractual maturity unless the borrower has a right to renew that is not cancellable or it is reasonably expected that the loan will be modified as a TDR.

The Scenario Committee provides guidance, selection, and approval for enterprise-sanctioned macroeconomic forecast data, including the macroeconomic forecast data for use in the ACL process. Forecasted economic conditions are developed using third party macroeconomic forecast data across scenarios adjusted based on management’s expectations over a reasonable and supportable forecast period of two years. Assumptions revert to long term historic averages gradually over a one year period. Macroeconomic forecast data used in estimating the expected losses vary by loan portfolio and include employment factors, estimated collateral values and market indicators as described by portfolio segment below. A qualitative allowance which incorporates management’s judgement is also included in the estimation of expected future loan and lease losses, including qualitative adjustments in circumstances where the model output is inconsistent with management’s expectations with respect to expected credit losses. This allowance is used to adjust for limitations in modeled results related to the current economic conditions, and capture risks in the portfolio such as considerations with respect to the impact of current economic events, the outcomes of which are uncertain. These events may include, but are not limited to, legislation that may directly or indirectly affect the banking industry and economic conditions affecting specific geographical areas and industries in which Truist conducts business.

The methodology for determining the RUFC is inherently similar to that used to determine the funded component of the ALLL and is measured over the period there is a contractual obligation to extend credit that is not unconditionally cancellable. The RUFC is adjusted for factors specific to binding commitments, including the probability of funding and exposure at default.

The ACL is monitored by the ACL Committee. The ACL Committee approves the ACL estimate and may recommend adjustments where necessary based on portfolio performance and other items that may impact credit risk.

Prior to the adoption of CECL on January 1, 2020, the ACL represented management’s estimate of probable credit losses incurred in the loan and lease portfolios and off-balance sheet lending commitments at the balance sheet date. The estimation of the allowance for credit losses prior to 2020 did not consider reasonable and supportable forecasts that could have affected the collectability of the reported amounts.

The following provides a description of accounting policies, methodologies and methodologiescredit quality indicators related to each of the portfolio segments:

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Commercial

The vast majority of loans in the commercial lending portfolio are assigned risk ratings based on an assessment of conditions that affect the borrower’sborrower's ability to meet contractual obligations under the loan agreement. This process includes reviewing borrowers’borrowers' financial information, historical payment experience, credit documentation, public information, and other information specific to each borrower. Risk ratings are reviewed on an annual basis, or more frequently for all creditmany relationships with total credit exposure more than $2 million, or at any point management becomes aware of information affectingbased on the borrowers’ ability to fulfill their obligations.
Risk RatingDescription
PassLoans not considered to be problem credits
Special MentionLoans that have a potential weakness deserving management’s close attention
SubstandardLoans for which a well-defined weakness has been identified that may put full collection of contractual cash flows at risk
For commercial clients with total credit exposure of $2 million or less, BB&T has developed an automated loan review system to identify and proactively manage accounts with a higherpolicy requirements regarding various risk of loss. The "score" produced by this automated system is updated quarterly.
To establish a reserve, BB&T's policy is to review all commercial lending relationships with an outstanding nonaccrual balance of $3 million or more.characteristics. While this review is largely focused on the borrower’sborrower's ability to repay the loan, BB&TTruist also considers the capacity and willingness of a loan’sloan's guarantors to support the debt service on the loan as a secondary source of repayment. When a guarantor exhibits the documented capacity and willingness to support the loan, BB&TTruist may consider extending the loan maturity and/or temporarily deferring principal payments if the ultimate collection of both principal and interest is not in question.reasonably assured. In these cases, BB&TTruist may deemdetermine the loan tois not be impaired due to the documented capacity and willingness of the guarantor to repay the loan. Loans are considered impaired when the borrower (or guarantor in certain circumstances) does not have the cash flow capacity or willingness to service the debt according to contractual terms, or it does not appear reasonable to assume that the borrower will continue to pay according to the contractual agreement. BB&T establishes a specificThe following table summarizes risk ratings that Truist uses to monitor credit quality in its commercial portfolio:
Risk RatingDescription
PassLoans not considered to be problem credits
Special MentionLoans that have a potential weakness deserving management's close attention
SubstandardLoans for which a well-defined weakness has been identified that may put full collection of contractual cash flows at risk
NonperformingLoans for which full collection of principal and interest is not considered probable

Loans are generally pooled one level below the portfolio segment for the collectively calculated ALLL based on factors such as business sector, project and property type, line of business, collateral, loan type, obligor exposure, and risk grade or score. Commercial loss forecasting models are expected loss frameworks that use macroeconomic forecast data across scenarios and current portfolio attributes as inputs. The models forecast probability of default, exposure at default and loss given default by correlating certain macroeconomic forecast data to historical experience. The primary macroeconomic drivers for the commercial portfolios include unemployment trends, U.S. real GDP, corporate credit spreads, rental rates and property values.

Truist's policy is to review and individually evaluate the reserve for each loan that has been deemed impairedall nonperforming lending relationships and TDRs with an outstanding balance of $5 million or more, as such lending relationships do not typically share similar risk characteristics with others. Individually evaluated reserves are based on the criteria outlined above. The amount of the reserve is based oncurrent forecasts, the present value of expected cash flows discounted at the loan’sloan's effective interest rate and/or the value of collateral, netwhich is generally based on appraisals, recent sales of costsforeclosed properties and/or relevant property-specific market information. Truist has elected to sell. In addition, BB&T reviewsmeasure expected credit losses on collateral-dependent commercial loan balances between $1 million and $3 million to establish a specific reserveloans based on the fair value of the collateral. Loans are considered collateral dependent when it is probable that Truist will be unable to collect principal and interest according to the contractual terms of the agreement and repayment is expected to be provided substantially by the sale or continued operation of the underlying collateral value, net of costs to sell.

BB&T also has a review process related to TDRscollateral. Commercial loans are typically secured by real estate, business equipment, inventories and other commercial impaired loans. In connection with this process, BB&T establishes reserves related to these loans that are calculated using an expected cash flow approach. These discounted cash flow analyses incorporate adjustments to future cash flows that reflect management’s best estimatetypes of the default risk related to TDRs based on a combination of historical experiencecollateral.

Consumer and management judgment.Credit Card
BB&T also maintains reserves for collective impairment that reflect an estimate of losses related to non-impaired commercial loans as of the balance sheet date. Embedded loss estimates for BB&T’s commercial loan portfolio are based on estimated migration rates, which are based on historical experience, and current risk mix as indicated by the risk grading or scoring process described above. Embedded loss estimates may be adjusted to reflect current economic conditions and current portfolio trends including credit quality, concentrations, aging of the portfolio, and significant policy and underwriting changes.

Retail and Revolving Credit


The majority of the ALLL related to the retailconsumer and revolving credit card lending portfolios is calculated on a collective basis using delinquencybasis. Loans are pooled one level below the portfolio segment for the collectively calculated ALLL based on factors such as collateral, loan type, line of business and sales channel. Consumer portfolio models are expected loss frameworks that use macroeconomic forecast data across scenarios and current portfolio attributes as inputs. The models forecast probability of default, exposure at default and loss given default by correlating certain macroeconomic forecast data to historical experience. The primary macroeconomic drivers for the consumer portfolios include unemployment trends, the primary 30-year mortgage rate, home price indices and used car prices.

Residential mortgages and revolving home equity lines of credit are generally collateralized by one-to-four-family residential real estate, typically have loan-to-collateral value ratios of 80% or less at origination, and are made to borrowers in good credit standing. The indirect auto and indirect other portfolios include secured indirect installment loans to consumers for the purchase of new and used automobiles, boats and recreational vehicles. The student loan portfolio is composed of government guaranteed student loans and certain private student loans. The government guarantee mitigates substantially all of the risk related to principal and interest repayment for this component of the portfolio. Private student loans were originated with a credit enhancement from a third-party which partially mitigates the Company’s credit exposure. During 2020, the Company discontinued new origination of private student loans. The credit card portfolio and other arrangements within the indirect other and residential home equity and direct portfolios are generally unsecured and are actively managed.

Truist uses performing status whichto monitor credit quality in its consumer and credit card portfolios. Delinquency status is the primary factor considered in determining whether a loan should be classified as nonaccrual. Embedded loss estimatesnonperforming.

The ALLL for BB&T’s retail and revolving credit lending portfolios areloans classified as a TDR is based on estimated migration rates thatanalyses capturing the expected credit losses and the impact of the concession over the remaining life of the asset.
100 Truist Financial Corporation



Expected recoveries for consumer and credit card loans are developedincluded in the estimation of the ALLL based on historical experience, and current risk mix as indicated by prevailing delinquency rates. These estimates may be adjusted to reflect current economic conditions and current portfolio trends. The remaining portion of the ALLL related to the retail and revolving credit lending portfolios relates to loans that have been deemed impaired based on their classification as a TDR at the balance sheet date. BB&T establishes specific reserves related to these TDRs using an expected cash flow approach. The ALLL for retail and revolving credit TDRs is based on discounted cash flow analyses that incorporate adjustments to future cash flows that reflect management’s best estimate of the default risk related to TDRs based on a combination of historical experience and management judgment.experience.


PCI
PCI loans are aggregated into loan pools based upon common risk characteristics. The ALLL for each loan pool is based on an analysis that is performed each period to estimate the expected cash flows. To the extent that the expected cash flows of a loan pool have decreased due to credit deterioration, BB&T establishes an ALLL.

Premises and Equipment

Premises, equipment, capitalfinance leases and leasehold improvements are stated at cost less accumulated depreciation and amortization. Certain costs of software acquired or developed for internal use are capitalized provided certain criteria are met. Depreciation and amortization are computed principallyprimarily using the straight-line method over the estimated useful lives of the related assets.assets and is recorded within the corresponding Noninterest expense categories on the Consolidated Statements of Income. Leasehold improvements and capitalized leases are amortized on a straight-line basis over the lesser of the lease terms or the estimated useful lives of the assets. Rent expense and rental income on operating leases is recorded using the straight-line method over the appropriateshorter of the improvements’ estimated useful lives or the lease terms.term. An impairment loss on a long-lived asset or asset group, including premises and equipment and a ROU asset, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value based on the undiscounted cash flows.

Lessee operating and finance leases

Truist has operating and finance leases for data centers, corporate offices, branches, retail centers, and certain equipment, and determines if an arrangement is a lease at inception. Operating leases with an original lease term in excess of one year are included in Other assets and Other liabilities in the Consolidated Balance Sheets. Finance leases are included in Premises and equipment and Long-term debt in the Consolidated Balance Sheets.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating and finance lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Operating lease costs are recorded in Net occupancy expense or Equipment expense based on the underlying asset. Truist uses an implicit interest rate in determining the present value of lease payments when readily determinable, and a collateralized incremental borrowing rate when an implicit rate is not available. Lease terms consider options to extend or terminate based on the determination of whether such renewal or termination options are deemed reasonably certain.

Lease agreements that contain non-lease components are generally accounted for as a single lease component. Variable costs, such as maintenance expenses, property and sales taxes, association dues and index based rate increases, are expensed as they are incurred.

The impairment policy for a ROU asset is discussed within the Premises and Equipment section above.

Bank-Owned Life Insurance


Life insurance policies on certain current and former directors, officers and employees,teammates, for which BB&TTruist is the owner and beneficiary are stated at the cash surrender value within otherOther assets in the Consolidated Balance Sheet.Sheets. Changes in cash surrender value and proceeds from insurance benefits are recorded in incomeIncome from bank-owned life insurance in the Consolidated Statements of Income.


Income Taxes

Deferred tax assetsThe Company’s provision for income taxes is based on income and liabilities result from differences between assets and liabilities measuredexpense reported for financial reportingstatement purposes comparedafter adjustments for permanent differences such as interest income from lending to tax-exempt entities, tax credits, and amortization expense related to qualified affordable housing investments. In computing the provision for income taxes, the Company evaluates the technical merits of its income tax return purposes. Inpositions based on current legislative, judicial, and regulatory guidance. The deferral method of accounting is used on investments that generate investment tax credits, such that the event of changes ininvestment tax credits are recognized as a reduction to the related investment. Additionally, the Company recognizes all excess tax laws, deferred tax assetsbenefits and liabilities are adjusted in the period those changes are enacted, with the cumulative effects included in the current year’s income tax provision. Net deferred tax assets are included in other assets, and net deferred tax liabilities are included in accounts payable and other liabilities, in the Consolidated Balance Sheets.
Interest and penalties related to income taxes are recognizeddeficiencies on employee share-based payments as a component of the provisionProvision for income taxes in the Consolidated Statements of Income. These tax effects, generally determined upon the exercise of stock options or vesting of restricted stock, are treated as discrete items in the period in which they occur. The provision for income taxes does not reflect the tax effects of unrealized gains and losses and other income and expenses recorded in AOCI. For additional information related to the Company's unrealized gains and losses, see "Note 13. AOCI."


DTAs and DTLs result from differences between the timing of the recognition of assets and liabilities for financial reporting purposes and for income tax purposes. These deferred assets and liabilities are measured using the enacted tax rates and laws that are expected to apply in the periods in which the DTAs or DTLs are expected to be realized. Subsequent changes in the tax laws require adjustment to these deferred assets and liabilities with the cumulative effect included in the Provision for income taxes for the period in which the change is enacted. A valuation allowance is recognized for a DTA, if based on the weight of available evidence, it is more likely than not that some portion or all of the DTA will not be realized.

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Interest and penalties related to the Company’s tax positions are recognized as a component of the Provision for income taxes in the Consolidated Statements of Income. For additional information on the Company’s activities related to income taxes, see "Note 14. Income Taxes."

Derivative Financial Instruments

AThe Company records derivative is a financial instrument that derives its cash flows, and therefore its value, by reference to an underlying instrument, index or referenced interest rate. These instruments include interest rate swaps, caps, floors, collars, financial forwards and futures contracts swaptions, when-issued securities, foreign exchange contracts and options written and purchased. BB&T uses derivatives primarily to manage economic risk related to securities, commercial loans, MSRs and mortgage banking operations, long-term debt and other funding sources. BB&T also uses derivatives to facilitate transactions on behalf of its clients. Theat fair value of derivatives in a gain or loss position is included in otherOther assets orand Other liabilities respectively, on the Consolidated Balance Sheets. Cash collateral postedAccounting for derivative instruments in a loss position is included in restricted cash on the Consolidated Balance Sheets.
BB&T classifies its derivative financial instruments as either (1) a fair value hedge - hedge of an exposure to changes in the fair value of a recorded assetderivative depends upon whether or liability, (2)not it has been designated in a cash flow hedge - hedge of an exposure to changes in the cash flows of a recognized asset, liability or forecasted transaction, or (3) derivatives not designated as hedges.formal, qualifying hedging relationship. Changes in the fair value of derivatives not designated in a hedging relationship are recognized within Noninterest income in the Consolidated Statements of Income. This includes derivatives that the Company enters into in a dealer capacity to facilitate client transactions and as a risk management tool to economically hedge certain identified risks associated with assets carried at fair value such as MSRs, along with certain interest rate lock commitments on residential mortgage and commercial loans that are a normal part of the Company’s operations. The Company also evaluates contracts, such as brokered deposits and debt, to determine whether any embedded derivatives are required to be bifurcated and separately accounted for as freestanding derivatives.

Certain derivatives used as risk management tools are designated as accounting hedges and are used to mitigate the Company’s exposure to changes in interest rates or other identified market risks. The Company prepares written hedge documentation for all derivatives which are designated as hedges are recognized in current period earnings. BB&T has master netting agreements with the derivatives dealers with which it does business, but BB&T presents gross assets and liabilities on the Consolidated Balance Sheets.
BB&T uses the long-haul method to assess hedge effectiveness. At inception and at least quarterly over the life of the hedge, BB&T documents its analysis of actual and expected hedge effectiveness. This analysis includes techniques such as regression analysis and hypothetical derivatives to demonstrate that the hedge has been, and is expected to be, highly effective in off-setting corresponding changes in the fair value or cash flows of the hedged item. For a qualifying fair value hedge, changes in the value of the derivatives that have been highly effective as hedges are recognized in current period earnings along with the corresponding(i) changes in the fair value of a recognized asset or liability (fair value hedge) attributable to a specified risk or (ii) a forecasted transaction, such as the designatedvariability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). The written hedge documentation includes identification of, among other items, the risk management objective, hedging instrument, hedged item attributableand methodologies for assessing and measuring hedge effectiveness, along with support for management’s assertion that the hedge will be highly effective. Methodologies related to hedge effectiveness include (i) statistical regression analysis of changes in the risk being hedged. For a qualifying cash flow hedge,flows of the actual derivative and hypothetical derivatives, or (ii) statistical regression analysis of changes in the fair valuevalues of the derivatives that have been highly effective are recognized in OCI until the related cash flows fromactual derivative and the hedged item are recognized in earnings.item.

For eitherdesignated hedging relationships, the Company generally performs subsequent assessments of hedge effectiveness using a qualitative approach.

Below is a summary of the cash flow and fair value hedges or cash flow hedges, ineffectiveness may behedge programs utilized by Truist:
Cash Flow HedgesFair Value Hedges
Risk exposureVariability in cash flows of interest payments on floating rate loans, overnight funding and various LIBOR and successor rate funding instruments.Changes in value on fixed rate long-term debt, FHLB advances, loans and AFS securities due to changes in interest rates.
Risk management objectiveHedge the variability in the interest payments and receipts on future cash flows for forecasted transactions related to the first unhedged payments and receipts of variable interest due to changes in the contractually specified interest rate.Convert the fixed rate paid or received to a floating rate, primarily through the use of swaps.
Treatment during the hedge periodChanges in value of the hedging instruments are recognized in AOCI until the related cash flows from the hedged item are recognized in earnings. The amount reclassified to earnings is recorded in the same line item as the earnings effect of the hedged item.Changes in value of both the hedging instruments and the assets or liabilities being hedged are recognized in the income statement line item associated with the asset or liability being hedged.
Treatment if hedge ceases to be highly effective or is terminatedHedge is dedesignated. Changes in value recorded in AOCI before dedesignation are amortized to yield over the period the forecasted hedged transactions impact earnings.If hedged item remains outstanding, the basis adjustment that resulted from hedging is amortized into earnings over the designated hedged period or the maturity date of the instrument, and cash flows from terminated hedges are reported in the same category as the cash flows from the hedged item.
Treatment if transaction is no longer probable of occurring during forecast period or within a short period thereafterHedge accounting ceases and any gain or loss in AOCI is recognized in earnings immediately.Not applicable

102 Truist Financial Corporation


Derivatives expose the Company to risk that the counterparty to the extent that changesderivative contract does not perform as expected. The Company manages its exposures to counterparty credit risk associated with derivatives by entering into transactions with counterparties with defined exposure limits based on their credit quality and in the valueaccordance with established policies and procedures. All counterparties are reviewed regularly as part of the Company’s credit risk management practices and appropriate action is taken to adjust the exposure limits to certain counterparties as necessary. The Company’s derivative instruments do not perfectly offset changes intransactions are generally governed by ISDA agreements or other legally enforceable industry standard master netting agreements. In certain cases and depending on the valuenature of the hedged items. If the hedge ceasesunderlying derivative transactions, bilateral collateral agreements are also utilized.

The Company and its subsidiaries are subject to OTC derivative clearing requirements, which require certain derivatives to be highly effective, BB&T discontinues hedge accountingcleared through central clearing houses. These clearing houses require the Company to post initial and recognizesvariation margin to mitigate the interim changes in fair value in current period earnings. If a derivative that qualifies as a fair valuerisk of non-payment, the latter of which is received or cash flow hedge is terminatedpaid daily based on the net asset or de-designated, the cumulative changes in value are recognized in income over the lifeliability of the hedged item (fair value hedge) or incontracts. The Company applies settlement to market treatment for the period in whichcash collateralizing derivative contracts with certain centrally cleared counterparties. Derivative balances with these counterparties are considered settled by the hedged item affects earnings (cash flow hedge). Immediate recognition in earnings is required upon sale or extinguishmentcollateral, and the implementation of the hedged item (fair value hedge) or if it is probablesettlement to market treatment was applied based on the effective date of rulebook changes made by the applicable counterparties.

When the Company has more than one outstanding derivative transaction with a single counterparty, and there exists a legal right of setoff with that counterparty, the hedged cash flows will not occur (cash flow hedge).

Derivatives instruments not designated as hedges are primarily used to manage economic risk from MSRs and mortgage banking operations, with gains or losses included in mortgage banking income. In connection withCompany considers its mortgage banking activities, BB&T enters into loan commitments to fund residential mortgage loans at specified rates and for specified periods of time. To the extent that BB&T’s interest rate lock commitments relate to loans that will be held for sale upon funding, they are also accounted for as derivatives, with gains or losses included in mortgage banking income. Gains and losses on other derivatives used to manage economic risk are primarily associated with client derivative activity and are included in other income.
Credit risk resulting from derivatives arises when amounts receivable from a counterparty exceed those payableexposure to the same counterparty taking into account posted collateral. The risk of loss with respect to over-the-counter derivatives, eligible margin loans and repurchase-style transactions is addressed by subjecting counterparties to a credit review and approval process similar tobe the process for making loans or other extensions of credit and/or by requiring collateral.
Derivative dealer counterparties operate under agreements to provide cash and/or highly liquid securities on a daily basis for unsecured credit exposure beyond negotiated limits, while client derivatives that are associated with loans are cross-collateralized with the loan.
BB&T only transacts with dealer counterparties that are national market makers with strong credit standings and requires liquid collateral (cash or government securities) to secure credit exposure. Due to these factors, thenet fair value of derivativesits derivative positions with dealer counterpartiesthat counterparty. If the net fair value is primarily basedpositive, then the corresponding asset value also reflects cash collateral held. The Company offsets derivative transactions with a single counterparty as well as any cash collateral paid to and received from that counterparty for derivative contracts that are subject to ISDA or other legally enforceable netting arrangements and meet accounting guidance for offsetting treatment.

For additional information on the interest rate mark of each trade. The fair value of interest rate derivatives with clients includes a credit valuation adjustment.Company’s derivative activities, see "Note 18. Fair Value Disclosures" and "Note 19. Derivative Financial Instruments."
Collateral obtained to secure margin loans includes equities, corporate and municipal securities, and repurchase-style transactions are generally secured by government and agency securities. The value of collateral for margin loans and repurchase-style transactions is monitored daily with settlement required when changes in value exceed established limits by counterparty. Due to the liquid nature of collateral, the frequency of transactions and collateral monitoring, a reserve for credit loss is established only when a risk of loss is identified.


Goodwill and Other Intangible Assets

Goodwill represents the cost in excess of the fair value of net assets acquired (including identifiable intangibles) in transactions accounted for as business acquisitions. BB&Tcombinations. Truist allocates goodwill to the reporting unit(s) that receives significant benefitsare expected to benefit from the acquisition. Goodwillsynergies of the business combination.

The goodwill of each reporting unit is tested at least annuallyreviewed for impairment on an annual basis as of October 1st each year and1 or more frequentlyoften if events or circumstances existindicate that indicate a possible reduction init is more-likely-than-not that the fair value of the businessa reporting unit is below its carrying value. BB&T measures impairment usingIf, after assessing all relevant events or circumstances, Truist concludes that it is more-likely-than-not that the presentfair value of estimated future cash flows. Discount rates are based upona reporting unit is below its carrying value, then an impairment test is required. Truist may also elect to bypass the cost of capital specificqualitative assessment and proceed directly to the industry in whichimpairment test. In the quantitative test, the fair value of a reporting unit operates. Ifis compared to the carrying value of the reporting unit exceeds its fair value, a second analysis is performed to measureunit. If the fair value of all assets and liabilities.a reporting unit is greater than the carrying value, then there is no impairment. If based on the second analysis, it is determined that the fair value of the assets and liabilities of the reporting unit is less than the carrying value, BB&T would recognizethen an impairment loss is recorded for the excess ofamount that the carrying value exceeds the fair value, not to exceed the total amount of goodwill assigned to the reporting unit. The quantitative impairment test estimates the fair value of the reporting units using the income approach and the market approach. The income approach utilizes a discounted cash flow analysis. The market approach utilizes comparable public company information, key valuation multiples and considers a market control premium associated with cost synergies and other cash flow benefits that arise from obtaining control over a reporting unit.

The inputs and assumptions specific to each reporting unit are incorporated in the valuations, including projections of future cash flows, discount rates and applicable valuation multiples based on comparable public company information. Truist also assesses the reasonableness of the aggregate estimated fair value.value of the reporting units by comparison to its market capitalization over a reasonable period of time, including consideration of historic bank control premiums and the current market.

CDI and other intangible assets include premiums paid for acquisitions of core deposits and other identifiable intangible assets. Intangible assets other than goodwill, which are determined to have finite lives, are amortized over their useful lives, based upon the estimated economic benefits received. For additional information on the Company’s activities related to goodwill and other intangibles, see "Note 7. Goodwill and Other Intangible Assets."

Truist Financial Corporation 103


MSRs

BB&TTruist has two primary classes of MSRs for which it separately manages the economic risks: residential and commercial. Both classes of MSRs are recorded on the Consolidated Balance Sheetsaccounted for primarily at fair value with changes in fair value recorded as a component ofin Residential mortgage bankingincome and Commercial real estate related income on the Consolidated Statements of Income. VariousThe fair value of servicing rights is impacted by a variety of factors, including prepayment assumptions, discount rates, delinquency rates, contractually-specified servicing fees, servicing costs, and underlying portfolio characteristics. These risks are hedged with various derivative instruments that are usedintended to mitigate the income statement effect ofto changes in fair value. The underlying assumptions and estimated values are corroborated by values received from independent third parties and comparisons to market transactions. For additional information on the Company’s servicing rights, see "Note 8. Loan Servicing."

Fair Value Measurement

Fair value dueis defined as the price that would be received to changessell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, the Company uses various valuation techniques and assumptions when estimating fair value. The Company classifies inputs used in valuation inputstechniques within the fair value hierarchy discussed in "Note 18. Fair Value Disclosures."

When measuring assets and liabilities at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. Assets and liabilities that are required to be measured at fair value on a recurring basis include trading securities, derivative instruments, AFS securities, and certain other equity securities. Assets and liabilities that the Company has elected to measure at fair value on a recurring basis include trading loans, loans originated to be sold and classified as LHFS, and residential and commercial MSRs. Other assets and liabilities are measured at fair value on a non-recurring basis, such as when assets are evaluated for impairment, the basis of accounting is lower of cost or market, or for disclosure purposes. Examples of these non-recurring fair value measurements include certain LHFS and loans and leases held for investment, OREO, certain cost or equity method investments, and intangible and long-lived assets. For additional information on the MSRs.Company’s valuation of assets and liabilities held at fair value, see "Note 18. Fair Value Disclosures."


Equity-Based Compensation

BB&TTruist maintains various equity-based compensation plans that provide for the granting of stock options (incentive and nonqualified), stock appreciation rights, restricted stock,RSAs, RSUs and PSUs to selected employeesteammates and directors. BB&TTruist values share-based awards at the grant date fair value and recognizes the expense over the requisite service period taking into account retirement eligibility. Compensation expense is recognized in Personnel expense in the Consolidated Statements of Income. Forfeitures are recognized as they occur. For additional information on the Company’s stock-based compensation plans, see "Note 15. Benefit Plans."

Pension and Postretirement Benefit Obligations

BB&TTruist offers various pension plans and postretirement benefit plans to employees.teammates. Calculation of the obligations and related expenses under these plans requires the use of actuarial valuation methods and assumptions. The discount rate assumption used to measure the pension and postretirement benefit obligations is set by reference to a high quality corporate bond yield curve and the individual characteristics of the plan such as projected cash flow patterns and payment durations. The expected long-term rate of return on assets is based on the expected returns for each major asset class in which the plan invests, adjusted for the weight of each asset class in the target mix.

Revenue Recognition

In the ordinary course of business, the Company recognizes two primary types of revenue in its Consolidated Statements of Income, Interest income and Noninterest income. The Company’s principal source of revenue is interest income from loans and securities, which is recognized on an accrual basis using the effective interest method. For information on the Company’s policies for recognizing interest income on loans and securities, see the "Loans and Leases," "LHFS," "Trading Activities," and "Investment Securities" sections within this Note.

Noninterest income includes revenue from various types of transactions and services provided to clients. The Company recognizes revenue from contracts with customers as performance obligations are satisfied. Performance obligations are typically satisfied in one year or less. Truist elected the practical expedient to expense the incremental costs of obtaining a contract when incurred when the amortization period is one year or less. As of December 31, 2020 and 2019, remaining performance obligations consisted primarily of insurance and investment banking services for contracts with an original expected length of one year or less.

104 Truist Financial Corporation


Insurance Incomeincome

Insurance commissioncommissions are received on the sale of insurance products as agent or broker, and revenue is recognized at a point in time upon the placement date of the insurance policies, representing the Company’s related performance obligations. Payment is normally received within the policy period. In addition to placement, Truist also provides insurance policy related risk management services. The Company’s execution of these risk management services represents its performance obligations. Revenue is recognized over time as these services are provided. Performance-based commissions are recognized when received or earlier when, upon consideration of past results and current conditions, the revenue is deemed not probable of reversal. Insurance commissions are included in the IH operating segment. Refer to "Note 21. Operating Segments" for information on segment results.

Transaction and service-based revenues

Transaction and service-based revenues include Service charges on deposits, Wealth management income, Card and payment related fees, and Investment banking income. Revenue is recognized at a point in time when the transactions occur or over time as services are performed over primarily monthly or quarterly periods. Payment is typically received in the period the transactions occur or, in some cases, within 90 days of the service period. Fees may be fixed or, where applicable, based on a percentage of transaction size or managed assets. These revenues, and their relationship to the Company’s operating segments, are further described by type below. Refer to "Note 21. Operating Segments" for information on segment results.

Service charges on deposits include account maintenance, cash and treasury management, wire transfers, ATM, overdraft and other deposit-related fees. The Company’s execution of the services related to these fees represents its performance obligations. Each of these performance obligations are either satisfied over time or at a point in time as the services are provided to the client. The Company is the principal when rendering these services. Payments for services provided are either withdrawn from client accounts as services are rendered or in the billing period following the completion of the service. The transaction price for each of these fees is based on the Company’s predetermined fee schedules. Service charges on deposits are recognized in the CB&W and C&CB operating segments.

Wealth management income includes trust and investment management income, retail investment and brokerage services, and investment advisory and other specialty wealth management fees. The Company’s execution of these services represents its related performance obligations. The Company generally recognizes trust and investment management and advisory revenue over time as services are rendered based on either a percentage of the market value of the assets under management or advisement, or fixed based on the services provided to the client. Fees are generally swept from the client’s account either in advance of or in arrears based on the prior period’s asset balances under management or advisement. The Company also offers selling and distribution services and earns commissions through the sale of annuity and mutual fund products, acting as agent in these transactions and recognizing revenue at a point in time when the client enters into an agreement with the product carrier. The Company may also receive trailing commissions and 12b-1 fees related to mutual fund and annuity products and recognizes this revenue in the period earned. Retail trade execution commissions are earned and recognized on the trade date with payment on the settlement date. Wealth management income is included in the CB&W operating segment.

Card and payment related fees include interchange fees from credit and debit cards, merchant acquirer revenue and other card related services. Interchange fees are earned by the Company each time a request for payment is initiated by a client at a merchant for which the Company transfers the funds on behalf of the client. Interchange rates are set by the payment network and are based on purchase volumes and other factors. Interchange fees are received daily and recognized at a point in time when the card transaction is processed, which represents the Company’s related performance obligation. The Company is considered an agent of the client and incurs costs with the payment network to facilitate the interchange with the merchant; therefore, the related payment network expense is recognized as a reduction of card fees. Truist also offers rewards and/or rebates to its client based on card usage. The costs associated with these programs are recognized as a reduction of card fees. Card and payment related fees are recognized in the CB&W and C&CB operating segments.

Investment banking and trading income includes securities underwriting fees, advisory fees, loan syndication fees, and trade execution services revenue. Underwriting fees are earned on the trade date when the Company, as a member of an underwriting syndicate, purchases the securities from the issuer and sells the securities to third party investors. Each member of the syndicate is responsible for selling its portion of the underwriting and is liable for the proportionate costs of the underwriting; therefore, the Company’s portion of underwriting revenue and expense is presented gross within noninterest income and noninterest expense. The transaction price is based on a percentage of the total transaction amount and payments are settled shortly after the trade date. Fees for merger and acquisition advisory services, including various activities such as business valuation, identification of potential targets or acquirers, and the issuance of fairness opinions, are generally earned and recognized by the Company when performance obligations are satisfied. The Company’s execution of the advisory services related to these fees represents its performance obligations. The Company is the principal when rendering these services. The transaction price is based on contractually specified terms agreed upon with the client for each advisory service. Loan syndication fees are typically recognized at the laterclosing of a loan syndication transaction. Revenue related to corporate trade execution services is earned and recognized on the billingtrade date with payment on the settlement date. Investment banking and trading income is included in the C&CB operating segment.
Truist Financial Corporation 105



Earnings Per Share

Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during each period. Diluted EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during each period, plus common share equivalents calculated for stock options, warrants, and restricted stock outstanding using the treasury stock method. For additional information on the Company’s EPS, see "Note 20. Computation of EPS."

Related Party Transactions

The Company periodically enters into transactions with certain of its executive officers, directors, affiliates, trusts, and/or the effective dateother related parties in its ordinary course of thebusiness. The Company is required to disclose material related insurance policies.
FDIC Loss Share Income, Net
Certain loans, securitiesparty transactions, other than certain compensation and other assets were acquired from the FDIC in connection with the Colonial transaction and were previously subject to loss sharing agreements. During the third quarter of 2016, the loss share agreements were terminated. The accounting for the related assets was unaffected by the termination. The income statement effect of the changesarrangements entered into in the FDIC loss share receivable/payablenormal course of business. Information related to the Company’s relationships with VIEs and employee benefit plan arrangements is included the accretion due to discounting and changes in expected cash flows.
Segments
Segment results are presented based on internal management accounting policies that were designed to support BB&T’s strategic objectives. The Other, Treasury and Corporate segment includes financial data from subsidiaries below the quantitative and qualitative thresholds requiring disclosure. During the fourth quarter of 2017, BB&T restructured its segments to reflect a change in the way management reviews performanceNotes to the Consolidated Financial Statements in this Form 10-K.

Subsequent Events

The Company evaluated events that occurred between December 31, 2020 and makes decisions. Prior periods have been revised to reflect the restructuring. Refer to "Note 19. Operating Segments" for additional disclosures.date the accompanying financial statements were issued, and there were no material events, other than those already discussed, that would require recognition in the Company’s Consolidated Financial Statements or disclosure in the accompanying Notes.


106 Truist Financial Corporation


Changes in Accounting Principles and Effects of New Accounting Pronouncements

Standard/
Standard / Adoption DateDescriptionEffects on the Financial Statements
Standards Adopted During the Current PeriodYear
Stock Compensation
Jan 1, 2017
Eliminated the concept of additional paid-in capital pools for equity-based awards and requires that the related excess tax benefits/deficiencies be recognized in earnings. Allows a one-time policy election to account for forfeitures when they occur. Permits tax withholding up to the maximum statutory tax rate to retain equity classification.BB&T has elected the one-time policy to account for forfeitures when they occur. See "Note 11. Income Taxes" for additional information.
Reclassification of Certain Tax Effects
Dec 31, 2017
Requires a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.Deferred taxes within AOCI of $247 million were reclassified to retained earnings in 2017.
Standards Not Yet Adopted
Revenue from Contracts with Customers
Jan 1, 2018
Requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.Does not have a material impact. BB&T will adopt this guidance using the modified retrospective approach.
Derivatives and Hedging
Jan 1, 2019
Expands the risk management activities that qualify for hedge accounting, and simplifies certain hedge documentation and assessment requirements. Eliminates the concept of separately recording hedge ineffectiveness, and expands disclosure requirements.BB&T is currently evaluating the impact. BB&T may elect to adopt this guidance prior to Credit Losses /
January 1, 2019.
Leases
Jan 1, 2019
2020
Requires lessees to recognize assets and liabilities related to certain operating leases on the balance sheet, requires additional disclosures by lessees, and contains targeted changes to accounting by lessors.BB&T expects assets and liabilities will likely be significantly higher. Implementation efforts are on-going, including implementation of software solutions.
Credit Losses
Jan 1, 2020
Replaces the incurred loss impairment methodology with an expected credit loss methodology and requires consideration of a broader range of information to determine credit loss estimates. Financial assets measured aton an amortized cost will bebasis are presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit deteriorated loans will receive an allowance for expected credit losses. Any credit impairment on AFS debt securities for which the fair value is less than cost will beis recorded through an allowance for expected credit losses.BB&T expects that the ACL could be materially higher; however, the magnitude of the increase and its impact has not yet been quantified and depends on economic conditions at the time of adoption. The standard also requires expanded disclosures related to credit losses and asset quality.Truist adopted this standard using the modified retrospective approach.

The adoption of this standard resulted in a $3.1 billion increase to the ALLL and a $2.1 billion decrease to Retained earnings adjusted for deferred taxes and other impacts.

A policy election was made to dissolve the existing PCI loan pools. The amortized cost basis of PCD assets was increased by $378 million at January 1, 2020, which reflects the initial estimate of credit losses for these assets. The remaining noncredit discount will be accreted to Interest and fee income on loans and leases over the contractual lives of the underlying assets using an effective interest method for amortizing loans and a straight-line approach for interest-only loans and loans with revolving privileges.

The adoption of this standard did not have a material impact on the AFS securities portfolio.
Simplifying the Test for Goodwill Impairment /
January 1, 2020
Simplifies the subsequent measurement of goodwill, by eliminating the second step from the goodwill impairment test. The amendments require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The standard requires an entity to recognize an impairment charge for the amount by which a reporting unit's carrying amount exceeds its fair value, with the loss limited to the total amount of goodwill allocated to that reporting unit. The standard must be applied on a prospective basis.The standard does not currently have an impact on the Company’s consolidated financial statements; however, if subsequent to adoption, the carrying amount of a reporting unit exceeds its respective fair value, the Company would be required to recognize an impairment charge for the amount that the carrying value exceeds the fair value up to the amount of the goodwill assigned to the reporting unit.
Reference Rate Reform /
March 12, 2020
Provides optional expedients and exceptions regarding the accounting for contract modifications, hedging relationships and other transactions affected by reference rate reform. The standard was issued March 12, 2020, is effective upon issuance and can be applied through December 31, 2022.The company elected to apply certain of the practical expedients related to derivative contract modifications and discounting transition beginning in the fourth quarter of 2020. This election did not have a material impact on the Company's consolidated financial statements. Certain other practical expedients not yet elected by the Company may simplify the accounting for reference rate reform, if elected in the future.


Truist Financial Corporation 107


NOTE 2. SecuritiesBusiness Combinations


Effective December 6, 2019, the Company completed its Merger with SunTrust. The Merger was accounted for as a business combination. Accordingly, the assets acquired and liabilities assumed were recorded at their fair values as of the Merger date. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change. Fair value estimates related to the acquired assets and liabilities are subject to adjustment until all necessary information related to the valuation process has been received. Adjustments were finalized within one year of the closing date of the Merger. Immaterial amounts of the intangible assets recognized are deductible for income tax purposes.

The amortized cost andfollowing table sets forth the allocation of Merger consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of SunTrust as of December 6, 2019:
(Dollars in millions)UPBFair Value
Fair value of Merger consideration$33,547 
Assets
Cash and due from banks1,621 
Interest-bearing deposits with banks4,668 
Securities borrowed or purchased under resale agreements1,191 
Trading assets5,710 
AFS securities30,986 
LHFS3,752 
Loans and leases:
Commercial and industrial$68,687 67,101 
CRE9,509 9,357 
Commercial Construction2,136 2,096 
Commercial Leases3,967 3,743 
Mortgage Loans28,191 27,180 
Home Equity and Direct Lending15,917 15,628 
Indirect Auto12,373 12,203 
Indirect Other4,678 4,445 
Student Lending6,867 6,657 
Credit Card2,518 2,497 
PCI3,652 3,126 
Total loans and leases$158,495 154,033 
Premises and equipment1,496 
CDI and other intangible assets2,734 
MSRs1,605 
Other assets13,646 
Total assets221,442 
Liabilities and Equity
Deposits(170,633)
Short-term borrowings(6,837)
Long-term debt(19,484)
Other liabilities(5,011)
Total liabilities(201,965)
Noncontrolling interest(108)
Less: Net assets19,369 
Goodwill$14,178 

The following is a description of the methods used to determine the fair values of significant assets and liabilities.

Cash and cash equivalents; Interest-bearing deposits with banks, and Federal Funds sold and securities portfoliopurchased under resale agreements: The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.

108 Truist Financial Corporation


Trading assets and AFS Securities: Fair values for trading and AFS securities are presentedbased on quoted market prices, where available. If quoted market prices are not available, fair value estimates are based on observable inputs including quoted market prices for similar instruments, quoted market prices that are not in an active market or other inputs that are observable in the following tables:market. In the absence of observable inputs, fair value is estimated based on pricing models and/or discounted cash flow methodologies. The majority of AFS securities were priced by third party vendors whereas trading securities are priced internally. All securities are subject to IPV. Trading loans are valued primarily using quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active by a third party pricing service.

LHFS: The fair value is primarily based on quoted market prices for securities backed by similar types of loans, adjusted for servicing, interest rate risk and credit risk.

Loans and leases: Fair values for loans are based on a discounted cash flow methodology that considered credit loss expectations, market interest rates and other market factors such as liquidity from the perspective of a market participant. Loans are grouped together according to similar characteristics and are treated in the aggregate when applying various valuation techniques. The probability of default, loss given default and prepayment assumptions are the key factors driving credit losses which are embedded into the estimated cash flows. These assumptions are informed by internal data on loan characteristics, historical loss experience, and current and forecasted economic conditions. The interest and liquidity component of the estimate was determined by discounting interest and principal cash flows through the expected life of each loan. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity. The discount rates do not include a factor for credit losses as that has been included as a reduction to the estimated cash flows. All of the merged loans were marked to fair value as of the Merger date and therefore, there was no allowance related to these loans.

CDI: This intangible asset represents the value of the relationships with certain deposit clients. The fair value was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected client attrition rates, cost of the deposit base, reserve requirements, net maintenance cost attributable to client deposits and an estimate of the cost associated with alternative funding sources. The discount rates used for CDI assets are based on current market rates. The CDI is being amortized over 10 years based upon the estimated economic benefits received.

MSRs: Residential MSRs are valued using an OAS valuation model to project cash flows over multiple interest rate scenarios, which are discounted at risk-adjusted rates. Commercial MSRs are valued using a cash flow valuation model that calculates the present value of estimated future net servicing cash flows.

Deposits: The fair values used for the demand and savings deposits by definition equal the amount payable on demand at the Merger date. The fair values for time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered to the contractual interest rates on such time deposits.

Short-term borrowings: The carrying amounts of short-term borrowings are reasonable estimates of fair value based on the short-term nature of these liabilities. The fair value of securities sold short is determined in the same manner as trading securities.

Long-term debt: The fair values of long-term debt instruments are estimated based on quoted market prices for the instrument if available, or for similar instruments if not available, or by using discounted cash flow analyses, based on current incremental borrowing rates for similar types of instruments.

Preferred stock: The fair values of preferred stock are estimated based on quoted market prices for the instruments.

Branch Divestitures

In July 2020, Truist completed the divestiture of 30 branches to First Horizon Bank, a wholly owned subsidiary of First Horizon National Corporation, to satisfy regulatory requirements in connection with the Merger. The branches were located in North Carolina, Virginia and Georgia. There were $425 million in loans and leases and $2.2 billion in deposits divested as part of this transaction.

Acquisitions

During 2020, Truist acquired several insurance companies, which resulted in $450 million of goodwill and $346 million of identifiable intangible assets in the IH segment. The intangible assets are being amortized over a weighted average term of 15.4 years based upon the estimated economic benefits received. Goodwill of $171 million and identifiable intangible assets of $160 million are deductible for tax purposes.

Truist Financial Corporation 109
December 31, 2017 Amortized Cost Gross Unrealized Fair Value
(Dollars in millions)  Gains Losses 
AFS securities:        
U.S. Treasury $2,368
 $
 $77
 $2,291
GSE 187
 
 8
 179
Agency MBS 20,683
 8
 590
 20,101
States and political subdivisions 1,379
 37
 24
 1,392
Non-agency MBS 384
 192
 
 576
Other 8
 
 
 8
Total AFS securities $25,009
 $237
 $699
 $24,547
         
HTM securities:        
U.S. Treasury $1,098
 $8
 $
 $1,106
GSE 2,198
 11
 22
 2,187
Agency MBS 19,660
 33
 222
 19,471
States and political subdivisions 28
 
 
 28
Other 43
 2
 
 45
Total HTM securities $23,027
 $54
 $244
 $22,837



NOTE 3. Securities Financing Activities

Securities purchased under resale agreements are primarily collateralized by U.S. government or agency securities and are carried at the amounts at which the securities will be subsequently sold, plus accrued interest. Securities borrowed are primarily collateralized by corporate securities. The Company borrows securities and purchases securities under agreements to resell as part of its securities financing activities. On the acquisition date of these securities, the Company and the related counterparty agree on the amount of collateral required to secure the principal amount loaned under these arrangements. The Company monitors collateral values daily and calls for additional collateral to be provided as warranted under the respective agreements. At December 31, 2020 and 2019, the total market value of collateral held was $1.7 billion and $1.4 billion, of which $27 million and $135 million was repledged, respectively. The following table presents securities borrowed or purchased under resale agreements:
December 31,
(Dollars in millions)
20202019
Securities purchased under resale agreements$1,158 $986 
Securities borrowed587 431 
Total securities borrowed or purchased under resale agreements$1,745 $1,417 

For securities sold under agreements to repurchase, the Company would be obligated to provide additional collateral in the event of a significant decline in fair value of the collateral pledged. This risk is managed by monitoring the liquidity and credit quality of the collateral, as well as the maturity profile of the transactions. Refer to "Note 16. Commitments and Contingencies" for additional information related to pledged securities. Securities sold under agreements to repurchase are accounted for as secured borrowings. The following table presents the Company’s related activity, by collateral type and remaining contractual maturity:
December 31,
(Dollars in millions)
20202019
Overnight and ContinuousUp to 30 daysTotalOvernight and ContinuousUp to 30 days30-90 daysTotal
U.S. Treasury$305 $31 $336 $115 $35 $$150 
GSE45 54 87 37 124 
Agency MBS - residential442 448 928 41 100 1,069 
Corporate and other debt securities204 179 383 310 316 626 
Total securities sold under agreements to repurchase$996 $225 $1,221 $1,440 $429 $100 $1,969 

There were no securities financing transactions subject to legally enforceable master netting arrangements that were eligible for balance sheet netting for the periods presented.

110 Truist Financial Corporation
December 31, 2016 Amortized Cost Gross Unrealized Fair Value
(Dollars in millions)  Gains Losses 
AFS securities:        
U.S. Treasury $2,669
 $2
 $84
 $2,587
GSE 190
 
 10
 180
Agency MBS 21,819
 13
 568
 21,264
States and political subdivisions 2,198
 56
 49
 2,205
Non-agency MBS 446
 233
 
 679
Other 11
 
 
 11
Total AFS securities $27,333
 $304
 $711
 $26,926
         
HTM securities:        
U.S. Treasury $1,098
 $20
 $
 $1,118
GSE 2,197
 14
 30
 2,181
Agency MBS 13,225
 40
 180
 13,085
States and political subdivisions 110
 
 
 110
Other 50
 2
 
 52
Total HTM securities $16,680
 $76
 $210
 $16,546


NOTE 4. Investment Securities

The following tables summarize the Company's AFS securities:
December 31, 2020
(Dollars in millions)
Amortized CostGross UnrealizedFair Value
GainsLosses
AFS securities:    
U.S. Treasury$1,721 $25 $$1,746 
GSE1,840 77 1,917 
Agency MBS - residential111,589 1,975 23 113,541 
Agency MBS - commercial2,987 72 3,057 
States and political subdivisions447 47 493 
Other34 34 
Total AFS securities$118,618 $2,196 $26 $120,788 
December 31, 2019
(Dollars in millions)
Amortized CostGross UnrealizedFair Value
GainsLosses
AFS securities:    
U.S. Treasury$2,275 $$$2,276 
GSE1,847 34 1,881 
Agency MBS - residential67,983 411 158 68,236 
Agency MBS - commercial1,335 13 1,341 
States and political subdivisions557 34 585 
Non-agency MBS190 178 368 
Other40 40 
Total AFS securities$74,227 $677 $177 $74,727 

Certain investments in marketable debt securities and MBS issued by FNMA and FHLMC exceeded 10% of shareholders’shareholders' equity at December 31, 2017.2020. The FNMA investments had total amortized cost and fair value of $14.7$28.5 billion and $14.4$29.0 billion, respectively. The FHLMC investments had total amortized cost and fair value of $10.2$29.0 billion and $10.0$29.4 billion, respectively.
The change in credit losses on securities with OTTI where a portion of the unrealized loss was recognized in OCI was immaterial for all periods presented.

The amortized cost and estimated fair value of the securities portfolio by contractual maturity are shown in the following table. The expected life of MBS may differ from contractual maturities because borrowers may have the right to prepay the underlying mortgage loanstheir obligations with or without prepayment penalties.
Amortized CostFair Value
December 31, 2020
(Dollars in millions)
Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after ten yearsTotalDue in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after ten yearsTotal
AFS securities:
U.S. Treasury$253 $1,468 $$$1,721 $254 $1,492 $$$1,746 
GSE282 1,487 71 1,840 288 1,553 76 1,917 
Agency MBS - residential427 111,161 111,589 441 113,099 113,541 
Agency MBS - commercial2,977 2,987 10 3,045 3,057 
States and political subdivisions29 128 100 190 447 29 132 115 217 493 
Other26 34 26 34 
Total AFS securities$565 $3,092 $536 $114,425 $118,618 $572 $3,187 $566 $116,463 $120,788 

Truist Financial Corporation 111

  AFS HTM
December 31, 2017 Amortized Cost Fair Value Amortized Cost Fair Value
(Dollars in millions)    
Due in one year or less $336
 $335
 $
 $
Due after one year through five years 498
 496
 2,237
 2,242
Due after five years through ten years 2,419
 2,341
 1,111
 1,103
Due after ten years 21,756
 21,375
 19,679
 19,492
Total debt securities $25,009
 $24,547
 $23,027
 $22,837

The following tables present the fair values and gross unrealized losses of investments based on the length of time that individual securities have been in a continuous unrealized loss position:
Less than 12 months12 months or moreTotal
December 31, 2020
(Dollars in millions)
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
AFS securities:      
U.S. Treasury$17 $$$$17 $
Agency MBS - residential4,028 21 203 4,231 23 
Agency MBS - commercial463 467 
States and political subdivisions20 32 52 
Other
Total$4,534 $23 $239 $$4,773 $26 
Less than 12 months12 months or moreTotal
December 31, 2019
(Dollars in millions)
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
AFS securities:      
U.S. Treasury$702 $$$$702 $
GSE
Agency MBS - residential20,328 145 1,326 13 21,654 158 
Agency MBS - commercial545 124 669 
States and political subdivisions65 144 209 
Total$21,646 $157 $1,594 $20 $23,240 $177 
  Less than 12 months 12 months or more Total
December 31, 2017 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
(Dollars in millions)      
AFS securities:            
U.S. Treasury $634
 $4
 $1,655
 $73
 $2,289
 $77
GSE 9
 
 170
 8
 179
 8
Agency MBS 5,077
 64
 13,920
 526
 18,997
 590
States and political subdivisions 201
 1
 355
 23
 556
 24
Total $5,921
 $69
 $16,100
 $630
 $22,021
 $699
             
HTM securities:  
  
  
  
  
  
GSE $1,470
 $12
 $290
 $10
 $1,760
 $22
Agency MBS 10,880
 77
 4,631
 145
 15,511
 222
Total $12,350
 $89

$4,921
 $155
 $17,271
 $244


  Less than 12 months 12 months or more Total
December 31, 2016 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
(Dollars in millions)      
AFS securities:            
U.S. Treasury $2,014
 $84
 $
 $
 $2,014
 $84
GSE 180
 10
 
 
 180
 10
Agency MBS 14,842
 342
 5,138
 226
 19,980
 568
States and political subdivisions 365
 7
 314
 42
 679
 49
Total $17,401
 $443
 $5,452
 $268
 $22,853
 $711
             
HTM securities:  
  
  
  
  
  
GSE $1,762
 $30
 $
 $
 $1,762
 $30
Agency MBS 7,717
 178
 305
 2
 8,022
 180
Total $9,479
 $208
 $305
 $2
 $9,784
 $210
Periodic reviews are conducted to identify and evaluate each investment with an unrealized loss for OTTI. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. Unrealized losses that are determined to be temporary in nature are recorded, net of tax, in AOCIAt December 31, 2020, 0 ACL was established for AFS securities. TheSubstantially all of the unrealized losses on U.S. Treasurythe securities GSE securities and agency MBSportfolio were the result of increaseschanges in market interest rates compared to the date the securities were acquired rather than the credit quality of the issuers.
Cash flow modeling is used to evaluate non-agency MBS in an unrealized loss position for potential credit impairment. These models give consideration to long-term macroeconomic factors applied to current security default rates, prepayment rates and recovery rates and security-level performance. At December 31, 2017, there were no non-agency MBS with other than temporary credit impairment.
At December 31, 2017, theissuers or underlying loans. The majority of the unrealized loss on municipalstates and political subdivisions securities was the result of fair value hedge basis adjustments that are a component of amortized cost. Municipal

The following table presents gross securities gains and losses recognized in an unrealized loss position are evaluated for credit impairment through a qualitative analysisearnings:
Year Ended December 31,
(Dollars in millions)
202020192018
Gross realized gains$404 $47 $
Gross realized losses(2)(163)(1)
Securities gains (losses), net$402 $(116)$

For 2020, the realized gains primarily relate to the sales of issuer performancenon-agency and agency MBS in the primary source of repayment. At December 31, 2017, the evaluation of municipal securities did not indicate any municipal securities with other than temporary credit impairment.second and third quarter, respectively.

112 Truist Financial Corporation


NOTE 3.5. Loans and ACL


During 2017, the categorization of certain loans was revised to better reflect the nature of the underlying loans. Prior period amounts were reclassified to conform to the current presentation.

During 2017, an indirect loan portfolio totaling $244 million was acquired. In addition, residential mortgage loans totaling $905 million were sold, which included $61 million of nonaccrual loans and $331 million of performing TDRs. During 2016, indirect lending portfolios totaling $2.9 billion were acquired.

The following tables summarizepresent loans and leases HFI by aging category. Government guaranteed loans are not placed on nonaccrual status regardless of delinquency because collection of principal and interest is reasonably assured. The past due status of loans that received a deferral under the CARES Act is generally frozen during the deferral period. In certain limited circumstances, accommodation programs result in the delinquency status being reset to current.
Accruing
December 31, 2020
(Dollars in millions)
Current30-89 Days Past Due90 Days Or More Past DueNonperformingTotal
Commercial:     
Commercial and industrial$137,726 $83 $13 $532 $138,354 
CRE26,506 14 75 26,595 
Commercial construction6,472 14 6,491 
Lease financing5,206 28 5,240 
Consumer:
Residential mortgage45,333 782 841 316 47,272 
Residential home equity and direct25,751 98 10 205 26,064 
Indirect auto25,498 495 155 26,150 
Indirect other11,102 68 11,177 
Student5,823 618 1,111 7,552 
Credit card4,759 51 29 4,839 
Total$294,176 $2,220 $2,008 $1,330 $299,734 
Accruing
December 31, 2019
(Dollars in millions)
Current30-89 Days Past Due90 Days Or More Past DueNonperformingTotal
Commercial:     
Commercial and industrial$129,873 $94 $$212 $130,180 
CRE26,817 10 26,832 
Commercial construction6,204 6,205 
Lease financing6,112 6,122 
Consumer:    
Residential mortgage50,975 498 543 55 52,071 
Residential home equity and direct26,846 122 67 27,044 
Indirect auto23,771 560 11 100 24,442 
Indirect other11,011 85 11,100 
Student5,905 650 188 6,743 
Credit card5,541 56 22 5,619 
PCI2,126 140 1,218 3,484 
Total$295,181 $2,213 $1,994 $454 $299,842 

Truist Financial Corporation 113


The following table presents the amortized cost basis of loans HFI:
by origination year and credit quality indicator:
  Accruing    
December 31, 2017 Current 30-89 Days Past Due 90 Days Or More Past Due Nonaccrual Total
(Dollars in millions)     
Commercial:          
Commercial and industrial $58,852
 $41
 $1
 $259
 $59,153
CRE 21,209
 8
 1
 45
 21,263
Lease financing 1,906
 4
 
 1
 1,911
Retail:         

Residential mortgage 27,659
 472
 465
 129
 28,725
Direct 11,756
 65
 6
 64
 11,891
Indirect 16,745
 412
 6
 72
 17,235
Revolving credit 2,837
 23
 12
 
 2,872
PCI 567
 27
 57
 
 651
Total $141,531
 $1,052
 $548
 $570
 $143,701
December 31, 2020
(Dollars in millions)
Amortized Cost Basis by Origination YearRevolving CreditLoans Converted to TermOther (1)
20202019201820172016Prior Total
Commercial:    
Commercial and industrial:
Pass$34,858 $18,881 $13,312 $7,713 $5,174 $8,888 $42,780 $231 $(579)$131,258 
Special mention471 434 343 98 120 157 1,808 (1)3,435 
Substandard461 445 339 121 144 256 1,353 12 (2)3,129 
Nonperforming38 92 48 29 25 61 233 532 
Total35,828 19,852 14,042 7,961 5,463 9,362 46,174 252 (580)138,354 
CRE:
Pass4,563 6,600 4,427 2,752 1,473 2,096 617 (69)22,459 
Special mention171 599 585 116 77 141 1,689 
Substandard410 776 438 281 182 280 2,372 
Nonperforming15 43 75 
Total5,145 7,990 5,451 3,158 1,738 2,560 622 (69)26,595 
Commercial construction:
Pass1,052 2,141 1,889 232 27 110 534 5,987 
Special mention108 64 175 
Substandard70 106 73 59 315 
Nonperforming14 
Total1,123 2,358 2,026 299 33 111 536 6,491 
Lease financing:
Pass1,377 1,139 775 746 241 760 27 5,065 
Special mention39 20 72 
Substandard34 31 75 
Nonperforming28 
Total1,380 1,217 801 764 248 803 27 5,240 
Consumer:
Residential mortgage:
Performing8,197 6,729 3,735 4,374 5,424 18,333 164 46,956 
Nonperforming13 16 13 14 257 316 
Total8,200 6,742 3,751 4,387 5,438 18,590 164 47,272 
Residential home equity and direct:
Performing4,513 3,126 1,416 481 214 557 13,886 1,619 47 25,859 
Nonperforming87 101 205 
Total4,514 3,130 1,418 482 215 564 13,973 1,720 48 26,064 
Indirect auto:
Performing10,270 7,436 4,015 2,401 1,220 506 147 25,995 
Nonperforming13 50 44 27 15 12 (6)155 
Total10,283 7,486 4,059 2,428 1,235 518 141 26,150 
Indirect other:
Performing4,433 3,019 1,706 826 431 718 39 11,172 
Nonperforming
Total4,434 3,020 1,707 826 431 720 39 11,177 
Student:
Performing22 110 95 81 64 7,185 (5)7,552 
Credit card4,802 37 4,839 
Total$70,929 $51,905 $33,350 $20,386 $14,865 $40,413 $66,107 $2,012 $(233)$299,734 

(1)Includes certain deferred fees and costs, unapplied payments and other adjustments.

114 Truist Financial Corporation

  Accruing    
December 31, 2016 Current 30-89 Days Past Due 90 Days Or More Past Due Nonaccrual Total
(Dollars in millions)     
Commercial:          
Commercial and industrial $57,326
 $44
 $
 $369
 $57,739
CRE 19,699
 8
 
 57
 19,764
Lease financing 1,669
 4
 
 4
 1,677
Retail:  
  
  
  
 

Residential mortgage 28,702
 525
 522
 172
 29,921
Direct 11,963
 60
 6
 63
 12,092
Indirect 18,110
 377
 6
 71
 18,564
Revolving credit 2,620
 23
 12
 
 2,655
PCI 784
 36
 90
 
 910
Total $140,873
 $1,077
 $636
 $736
 $143,322

The following table presents the carrying amount of loans by risk rating.rating and performing status. Student loans are excluded as there is nominal risk of credit loss due to government guarantees or other credit enhancements. PCI loans arewere excluded because their related ALLL is determined by loan pool performance, and revolving credit card loans arewere excluded as thethese loans are charged-off and notrather than reclassified to nonperforming.as nonperforming:
2019
December 31,
(Dollars in millions)
Commercial & IndustrialCRECommercial ConstructionLease Financing
Commercial:
Pass$127,229 $26,393 $6,037 $6,039 
Special mention1,264 145 37 19 
Substandard1,475 284 131 56 
Nonperforming212 10 
Total$130,180 $26,832 $6,205 $6,122 
2019
December 31,
(Dollars in millions)
Residential MortgageResidential home equity and directIndirect autoIndirect Other
Consumer:
Performing$52,016 $26,977 $24,342 $11,098 
Nonperforming55 67 100 
Total$52,071 $27,044 $24,442 $11,100 
  December 31, 2017 December 31, 2016
  Commercial & Industrial CRE Lease financing Commercial & Industrial CRE Lease financing
(Dollars in millions)      
Commercial:            
Pass $57,700
 $20,862
 $1,881
 $55,881
 $19,186
 $1,641
Special mention 268
 48
 6
 343
 162
 4
Substandard-performing 926
 308
 23
 1,146
 359
 28
Nonperforming 259
 45
 1
 369
 57
 4
Total $59,153
 $21,263
 $1,911
 $57,739
 $19,764
 $1,677
             
  Residential Mortgage Direct Indirect Residential Mortgage Direct Indirect
Retail:            
Performing $28,596
 $11,827
 $17,163
 $29,749
 $12,029
 $18,493
Nonperforming 129
 64
 72
 172
 63
 71
Total $28,725
 $11,891
 $17,235
 $29,921
 $12,092
 $18,564


ACL

The following tables present a summary of activity in the ACL:
(Dollars in millions)Balance at Jan 1, 2018Charge-OffsRecoveriesProvision (Benefit)OtherBalance at Dec 31, 2018
Commercial:     
Commercial and industrial$522 $(92)$39 $77 $— $546 
CRE118 (10)31 — 142 
Commercial construction42 (3)— 48 
Lease financing(4)— 11 
Consumer:
Residential mortgage209 (21)42 — 232 
Residential home equity and direct113 (79)25 45 — 104 
Indirect auto296 (342)49 295 — 298 
Indirect other52 (49)13 42 — 58 
Credit card101 (76)17 68 — 110 
PCI28 (2)(17)— 
ALLL1,490 (678)154 592 — 1,558 
RUFC119 (26)— 93 
ACL$1,609 $(678)$154 $566 $— $1,651 
(Dollars in millions)Balance at Jan 1, 2019Charge-OffsRecoveriesProvision (Benefit)Other (1)Balance at Dec 31, 2019
Commercial:      
Commercial and industrial$546 $(90)$25 $79 $$560 
CRE142 (33)36 150 
Commercial construction48 52 
Lease financing11 (11)10 
Consumer:     
Residential mortgage232 (21)(37)176 
Residential home equity and direct104 (93)30 66 107 
Indirect auto298 (370)52 324 304 
Indirect other58 (62)17 47 60 
Credit card110 (109)20 101 122 
PCI(1)
ALLL1,558 (789)155 625 1,549 
RUFC93 (10)257 340 
ACL$1,651 $(789)$155 $615 $257 $1,889 
Truist Financial Corporation 115


Year Ended December 31, 2017 Beginning Balance Charge-Offs Recoveries Provision (Benefit) Other Ending Balance
(Dollars in millions) (Dollars in millions)Balance at Jan 1, 2020 (2)Charge-OffsRecoveriesProvision (Benefit)Other (3)Balance at Dec 31, 2020
Commercial:            Commercial:      
Commercial and industrial $530
 $(95) $36
 $51
 $
 $522
Commercial and industrial$560 $(358)$92 $958 $904 $2,156 
CRE 145
 (10) 16
 9
 
 160
CRE150 (78)414 82 573 
Commercial constructionCommercial construction52 (30)11 32 16 81 
Lease financing 7
 (5) 2
 5
 
 9
Lease financing10 (54)(6)94 48 
Retail:  
  
  
  
    
Consumer:Consumer:     
Residential mortgage 227
 (47) 2
 27
 
 209
Residential mortgage176 (56)10 (27)265 368 
Direct 103
 (61) 25
 39
 
 106
Indirect 327
 (402) 60
 363
 
 348
Revolving credit 106
 (76) 19
 59
 
 108
Residential home equity and directResidential home equity and direct107 (231)66 318 454 714 
Indirect autoIndirect auto304 (378)87 367 818 1,198 
Indirect otherIndirect other60 (60)23 35 150 208 
StudentStudent(23)23 129 130 
Credit cardCredit card122 (182)32 212 175 359 
PCI 44
 (1) 
 (15) 
 28
PCI(8)
ALLL 1,489
 (697) 160
 538
 
 1,490
ALLL1,549 (1,450)331 2,326 3,079 5,835 
RUFC 110
 
 
 9
 
 119
RUFC340 15 364 
ACL $1,599
 $(697) $160
 $547
 $
 $1,609
ACL$1,889 $(1,450)$331 $2,335 $3,094 $6,199 

(1)Includes amounts assumed in the Merger.
(2)Balance is prior to the adoption of CECL.
(3)Includes the adoption of CECL, the ALLL for PCD acquisitions and other activity.

The adoption of CECL increased the ALLL $3.1 billion. The following discussion summarizes the changes in the factors that influenced Truist’s ACL estimate.

The commercial ALLL increased $2.1 billion for year ended December 31, 2020. The increase reflects the adoption of CECL and a more pessimistic outlook with respect to future economic conditions driven by the COVID-19 pandemic. The increase also reflects specific consideration of the risks associated with exposures to certain industries most impacted by COVID-19, including oil and gas, hospitality, and lending to small businesses.

The consumer ALLL increased $2.0 billion for the year ended December 31, 2020. The increase reflects the impact of CECL and the more pessimistic outlook described above, with the largest increases seen in the unsecured portfolios and the non-prime auto lending portfolio. These increases are partially offset by a decrease in outstanding loans in the residential mortgage and residential home equity and direct portfolios.

The ALLL for credit card increased $237 million for the year ended December 31, 2020. The increase reflects the adoption of CECL and the more pessimistic outlook described above, which was partially offset by a reduction due to lower loan balances.

The RUFC increased $24 million for the year ended December 31, 2020. The increase reflects the adoption of CECL and the more pessimistic outlook described above.

Truist’s ACL estimate represents management’s best estimate of expected credit losses related to the loan and lease portfolio, including unfunded commitments, at the balance sheet date. This estimate incorporates both quantitatively-derived output, as well as qualitative components that represent expected losses not otherwise captured by the models.

The quantitative models have been designed to estimate losses using macroeconomic forecast data over a reasonable and supportable forecast period, which management has determined to be two years, followed by a reversion to long-term historical loss conditions over a one-year period. These macroeconomic forecasts data include a number of key economic variables utilized in loss forecasting that include, but are not limited to, unemployment trends, US real GDP, corporate credit spreads, rental rates, property values, the primary 30-year mortgage rate, home price indices and used car prices.

The primary economic forecast incorporates a third-party baseline forecast that is adjusted to reflect Truist’s interest rate outlook. Management also considered multiple third party macroeconomic forecasts that reflected a range of possible outcomes in order to capture uncertainty in the economic environment. The economic forecast shaping the ACL estimate at December 31, 2020 included a GDP recovery to pre-pandemic levels by the end of 2021 with a stable unemployment rate through the middle of 2021 followed by continued improvement through the remainder of the reasonable and supportable period.

116 Truist Financial Corporation


Year Ended December 31, 2016 Beginning Balance Charge-Offs Recoveries Provision (Benefit) Other Ending Balance
(Dollars in millions)      
Commercial:            
Commercial and industrial $488
 $(143) $44
 $141
 $
 $530
CRE 175
 (9) 19
 (40) 
 145
Lease financing 5
 (6) 2
 6
 
 7
Retail:  
  
  
  
    
Residential mortgage 217
 (40) 3
 47
 
 227
Direct 105
 (53) 26
 25
 
 103
Indirect 305
 (366) 55
 333
 
 327
Revolving credit 104
 (69) 20
 51
 
 106
PCI 61
 (15) 
 (2) 
 44
ALLL 1,460
 (701) 169
 561
 
 1,489
RUFC 90
 
 
 11
 9
 110
ACL $1,550
 $(701) $169
 $572
 $9
 $1,599
Quantitative models have certain limitations with respect to estimating expected losses in times of rapidly changing macroeconomic forecasts. As a result, management believes that the qualitative component of the ACL, which incorporates management’s expert judgment related to expected future credit losses, will continue to be a prominent factor in establishing the ACL for the foreseeable future. The December 31, 2020 ACL estimate includes qualitative adjustments to address limitations in modeled results with respect to forecasted economic conditions that are well outside of historic economic ranges used to develop the models and to give consideration to other risks in the portfolio, including the impact of government relief programs, stimulus and client accommodations, that are not directly considered in the quantitative models.

Year Ended December 31, 2015 Beginning Balance Charge-Offs Recoveries Provision (Benefit) Other Ending Balance
(Dollars in millions)      
Commercial:            
Commercial and industrial $446
 $(90) $40
 $92
 $
 $488
CRE 212
 (24) 18
 (31) 
 175
Lease financing 4
 
 
 1
 
 5
Retail:  
  
  
  
  
  
Residential mortgage 253
 (46) 3
 7
 
 217
Direct 110
 (54) 29
 20
 
 105
Indirect 275
 (303) 42
 291
 
 305
Revolving credit 110
 (70) 20
 44
 
 104
PCI 64
 (1) 
 (2) 
 61
ALLL 1,474
 (588) 152
 422
 
 1,460
RUFC 60
 
 
 6
 24
 90
ACL $1,534
 $(588) $152
 $428
 $24
 $1,550
PCD Loan Activity


For PCD loans, the initial estimate of expected credit losses is recognized in the ALLL on the date of acquisition using the same methodology as other loans held for investment. The following table provides a summary of purchased student loans with credit deterioration at acquisition:
Year Ended December 31, 2020
(Dollars in millions)
Par value$745 
ALLL at acquisition(10)
Non-credit premium (discount)(1)
Purchase price$734 

Nonperforming and Impaired Loans

The following table provides a summary of nonperforming loans, that are collectively evaluatedexcluding LHFS. Interest income recognized on nonperforming loans HFI was $32 million for impairment:the year ended December 31, 2020.
Recorded Investment
December 31, 2020
(Dollars in millions)
Without an ALLLWith an ALLL
Commercial: 
Commercial and industrial$82 $450 
CRE63 12 
Commercial construction14 
Lease financing28 
Consumer:
Residential mortgage312 
Residential home equity and direct203 
Indirect auto154 
Indirect other
Total$152 $1,178 
  December 31, 2017 December 31, 2016
(Dollars in millions) Recorded Investment Related ALLL Recorded Investment Related ALLL
Commercial:        
Commercial and industrial $58,804
 $494
 $57,265
 $492
CRE 21,173
 154
 19,649
 136
Lease financing 1,910
 9
 1,672
 7
Retail:        
Residential mortgage 27,914
 143
 28,954
 144
Direct 11,815
 98
 12,011
 93
Indirect 16,935
 296
 18,308
 286
Revolving credit 2,842
 97
 2,626
 95
PCI 651
 28
 910
 44
Total $142,044
 $1,319
 $141,395
 $1,297



The following tables set forthtable includes certain information regarding impaired loans, excluding PCI and LHFS, that were individually evaluated for reserves:impairment. This table excludes guaranteed student loans and guaranteed residential mortgages for which there was nominal risk of principal loss due to the government guarantee or other credit enhancements.
UPBRecorded InvestmentRelated ALLLAverage Recorded InvestmentInterest Income Recognized
As of / For The Year Ended December 31, 2019
(Dollars in millions)
Without an ALLLWith an ALLL
Commercial:     
Commercial and industrial$339 $124 $167 $20 $298 $
CRE29 26 71 
Commercial construction39 38 
Lease financing18 
Consumer:     
Residential mortgage650 92 527 42 799 34 
Residential home equity and direct76 24 37 65 
Indirect auto367 349 64 334 53 
Indirect other
Credit card31 31 12 28 
Total$1,554 $259 $1,182 $153 $1,606 $98 

Truist Financial Corporation 117


As Of / For The Year Ended December 31, 2017 UPB Recorded Investment Related ALLL Average Recorded Investment Interest Income Recognized
(Dollars in millions)  Without an ALLL With an ALLL   
Commercial:            
Commercial and industrial $381
 $136
 $213
 $28
 $424
 $6
CRE 91
 26
 64
 6
 109
 3
Lease financing 1
 
 1
 
 3
 
Retail:            
Residential mortgage 860
 132
 679
 67
 895
 37
Direct 99
 22
 54
 8
 78
 4
Indirect 308
 6
 294
 52
 269
 41
Revolving credit 30
 
 30
 10
 29
 1
Total $1,770
 $322
 $1,335
 $171
 $1,807
 $92
TDRs

As Of / For The Year Ended December 31, 2016 UPB Recorded Investment Related ALLL Average Recorded Investment Interest Income Recognized
(Dollars in millions)  Without an ALLL With an ALLL   
Commercial:            
Commercial and industrial $505
 $204
 $271
 $38
 $483
 $6
CRE 121
 35
 80
 9
 114
 3
Lease financing 4
 1
 3
 
 4
 
Retail:     
   
   
    
Residential mortgage 1,026
 97
 870
 83
 843
 34
Direct 107
 13
 68
 10
 83
 5
Indirect 265
 5
 251
 41
 227
 33
Revolving credit 29
 
 29
 11
 31
 1
Total $2,057
 $355
 $1,572
 $192
 $1,785
 $82

The following table providespresents a summary of TDRs, all of which are considered impaired:TDRs:
December 31,
(Dollars in millions)
20202019
Performing TDRs:  
Commercial:  
Commercial and industrial$78 $47 
CRE47 
Commercial construction37 
Lease financing60 
Consumer:
Residential mortgage648 470 
Residential home equity and direct88 51 
Indirect auto392 333 
Indirect other
Student
Credit card37 31 
Total performing TDRs1,361 980 
Nonperforming TDRs164 82 
Total TDRs$1,525 $1,062 
ALLL attributable to TDRs$260 $132 
  December 31,
(Dollars in millions) 2017 2016
Performing TDRs:    
Commercial:    
Commercial and industrial $50
 $57
CRE 16
 25
Lease financing 
 
Retail:    
Residential mortgage 605
 769
Direct 62
 67
Indirect 281
 240
Revolving credit 29
 29
Total performing TDRs 1,043
 1,187
Nonperforming TDRs (also included in NPL disclosures) 189
 184
Total TDRs $1,232
 $1,371
ALLL attributable to TDRs $142
 $146



The following table summarizes the primary reason loan modifications were classified as TDRs and includes newly designated TDRs as well as modifications made to existing TDRs. Balancesis summarized in the tables below. New TDR balances represent the recorded investment at the end of the quarter in which the modification was made. The prior quarter balance represents recorded investment at the beginning of the quarter in which the modification was made. Rate modifications in this table includeconsist of TDRs made with below market interest rates, including those that also includehave modifications of loan structures.
December 31, 2020
(Dollars in millions)
Type of ModificationPrior Quarter Loan BalanceALLL at Period End
RateStructure
Newly designated TDRs:
Commercial:
Commercial and industrial$49 $93 $173 $14 
CRE39 13 45 
Commercial construction
Lease financing70 71 
Consumer:
Residential mortgage374 112 493 21 
Residential home equity and direct37 34 70 
Indirect auto129 85 223 26 
Indirect other
Student
Credit card29 28 10 
Re-modification of previously designated TDRs41 22 
118 Truist Financial Corporation


  Year Ended December 31,
  2017 2016 2015
  Type of Modification ALLL Impact Type of Modification ALLL Impact Type of Modification ALLL Impact
(Dollars in millions) Rate Structure  Rate Structure  Rate Structure 
Newly Designated TDRs:                  
Commercial:                  
Commercial and industrial $79
 $101
 $3
 $105
 $96
 $3
 $68
 $31
 $2
CRE 14
 10
 1
 12
 16
 
 11
 26
 1
Retail:  
  
  
  
  
  
  
  
  
Residential mortgage 357
 46
 25
 431
 53
 28
 230
 34
 16
Direct 10
 3
 
 14
 1
 
 12
 2
 4
Indirect 192
 6
 21
 169
 7
 21
 129
 9
 18
Revolving credit 19
 
 4
 17
 
 4
 16
 
 4
Re-Modification of Previously Designated TDRs 176
 44
 
 79
 46
 
 88
 34
 
December 31, 2019
(Dollars in millions)
Type of ModificationPrior Quarter Loan BalanceALLL at Period End
RateStructure
Newly designated TDRs:
Commercial:
Commercial and industrial$56 $11 $61 $
CRE
Commercial construction36 36 
Lease financing
Consumer:
Residential mortgage224 27 254 19 
Residential home equity and direct
Indirect auto209 226 44 
Indirect other
Student
Credit card24 18 
Re-modification of previously designated TDRs53 23 
December 31, 2018
(Dollars in millions)
Type of ModificationPrior Quarter Loan BalanceALLL at Period End
RateStructure
Newly designated TDRs:
Commercial:
Commercial and industrial$74 $62 $126 $
CRE31 26 
Commercial construction
Lease financing
Consumer:
Residential mortgage250 30 280 22 
Residential home equity and direct
Indirect auto191 183 39 
Indirect other
Student
Credit card18 18 
Re-modification of previously designated TDRs120 15 

Charge-offs and forgiveness of principal and interest for TDRs were immaterial for all periods presented.

The pre-defaultre-default balance for modifications that experienced a payment default that had been classified as TDRs during the previous 12 months that experienced a payment default was $104$93 million, $73$78 million and $81$76 million for the twelve monthsyears ended December 31, 2017, 20162020, 2019 and 2015,2018, respectively. Payment default is defined as movement of the TDR to nonaccrualnonperforming status, foreclosure or charge-off, whichever occurs first.

NPAs

The following table presents a summary of nonperforming assets and residential mortgage loans in the process of foreclosure.
December 31,
(Dollars in millions)
20202019
Nonperforming loans and leases HFI (1)$1,330 $454 
Nonperforming LHFS107 
Foreclosed real estate20 82 
Other foreclosed property32 41 
Total nonperforming assets$1,387 $684 
Residential mortgage loans in the process of foreclosure$140 $409 
(1) Beginning January 1, 2020, nonperforming loans and leases include certain assets previously classified as PCI.

Unearned Income, Discounts and Net Deferred Loan Fees and Costs

The following table presents additional information about BB&T’s loans and leases:
December 31,
(Dollars in millions)
20202019
Unearned income, discounts and net deferred loan fees and costs, excluding PCI$2,219 $4,069 
Truist Financial Corporation 119


  December 31,
(Dollars in millions) 2017 2016
Unearned income, discounts and net deferred loan fees and costs, excluding PCI $70
 $265
Residential mortgage loans in process of foreclosure 288
 366


NOTE 4.6. Premises and Equipment

A summary of premises and equipment is presented in the accompanying table:
December 31,
(Dollars in millions)
Estimated Useful Life
20202019
Land and land improvementsIndefinite$968 $1,005 
Buildings and building improvements40 years2,724 2,253 
Furniture and equipment3-151,509 1,396 
Leasehold improvements978 995 
Construction in progress 179 196 
Finance leases 72 152 
Total 6,430 5,997 
Less: Accumulated depreciation (2,560)(2,285)
Net premises and equipment $3,870 $3,712 
 Estimated Useful Life December 31,
(Dollars in millions) 2017 2016
Land and land improvements    $583
 $611
Buildings and building improvements40 years 1,660
 1,628
Furniture and equipment3-15 1,146
 1,121
Leasehold improvements    733
 791
Construction in progress    52
 62
Capitalized leases on premises and equipment    58
 66
Total    4,232
 4,279
Accumulated depreciation and amortization    (2,177) (2,172)
Net premises and equipment    $2,055
 $2,107


The following table excludes assets related to the lease financing business:
  Year Ended December 31,
(Dollars in millions) 2017 2016 2015
Rent expense applicable to operating leases $249
 $250
 $223
Rental income from owned properties and subleases 12
 8
 7
  Year Ended December 31,  
(Dollars in millions) 2018 2019 2020 2021 2022 Thereafter
Future minimum lease payments for operating leases $255
 $228
 $199
 $173
 $147
 $509

NOTE 5.7. Goodwill and Other Intangible Assets

Truist performed a quantitative goodwill impairment test for its CB&W, C&CB and IH reporting units as of October 1, 2020. Based on the results of the impairment analyses, the Company concluded that the fair values of the reporting units exceed their respective carrying values; therefore, there was no goodwill impairment. However, for the C&CB reporting unit the fair value of the reporting unit exceeded its carrying value by less than 10%, indicating that the goodwill of this reporting unit may be at risk of impairment. The Company monitored events and circumstances during the fourth quarter of 2020, including the continuing effects of the COVID-19 pandemic, concluding that it was not more-likely-than-not that the fair value of one or more of its reporting units is below its respective carrying amount as of December 31, 2020. See "Note 1. Basis of Presentation," for additional information regarding Truist’s goodwill accounting policy.

The changes in the carrying amountsamount of goodwill attributable to BB&T’s operating segments are reflected in the table below. During the fourth quarter of 2017, the operating segments were reorganized and goodwill was reallocatedThe adjustments for 2020 include measurement period adjustments to the new segments based upon the relative fair value of acquired assets and liabilities and the reallocation of net assets to the underlying reporting units. The adjustments to CDI and other intangibles did not have a material impact to estimated amortization expense for the next five years. Adjustments to the reallocation of net assets to Truist's reporting units as applicable.include updates to the estimated operating results and the finalization of corporate expense allocations. Refer to "Note 19.2. Business Combinations" for additional information on the Merger and IH acquisitions, and "Note 21. Operating Segments" for additional information. There have been no goodwill impairments recorded to date.information on segments.
(Dollars in millions)CB&WC&CBIHTotal
Goodwill, January 1, 2018$3,907 $3,938 $1,773 $9,618 
Mergers and acquisitions201 201 
Adjustments and other(1)(1)
Goodwill, December 31, 20183,906 3,938 1,974 9,818 
Mergers and acquisitions10,134 4,187 21 14,342 
Adjustments and other(6)(6)
Goodwill, December 31, 201914,040 8,125 1,989 24,154 
Mergers and acquisitions450 450 
Adjustments and other1,801 (1,958)(157)
Goodwill, December 31, 2020$15,841 $6,167 $2,439 $24,447 
(Dollars in millions) Community Banking Residential Mortgage Banking Dealer Financial Services Specialized Lending Insurance Holdings Financial Services Total
Goodwill, January 1, 2015 $4,634
 $326
 $111
 $88
 $1,518
 $192
 $6,869
Acquired goodwill, net 1,501
 43
 
 155
 16
 11
 1,726
American Coastal sale 
 
 
 
 (49) 
 (49)
Other adjustments 5
 
 
 
 (3) 
 2
Goodwill, December 31, 2015 6,140
 369
 111
 243
 1,482
 203
 8,548
Acquired goodwill, net 753
 39
 
 2
 270
 9
 1,073
Other adjustments 139
 8
 
 (132) 
 2
 17
Goodwill, December 31, 2016 7,032
 416
 111
 113
 1,752
 214
 9,638
Other adjustments (12) 6
 
 (9) (5) 
 (20)
Goodwill, prior to reorganization $7,020
 $422
 $111
 $104
 $1,747
 $214
 $9,618
               
Goodwill, after reorganization     CB-Retail CB-Commercial FS&CF IH&PF Total
Goodwill, December 31, 2017     $3,724
 $3,862
 $259
 $1,773
 $9,618

During 2016, the purchase price allocation for Susquehanna was finalized. During 2017, the purchase price allocations for National Penn and Swett & Crawford were finalized. The related effects of these finalizations are included in other adjustments in the above table.

The following table, which excludes fully amortized intangibles, presents information for identifiable intangible assets:
Weighted Average Remaining Amortization Period20202019
December 31,
(Dollars in millions)
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
CDI8.8 years$2,600 $(852)$1,748 $2,474 $(365)$2,109 
Other, primarily client relationship intangibles12.3 years2,217 (981)1,236 1,808 (775)1,033 
Total$4,817 $(1,833)$2,984 $4,282 $(1,140)$3,142 

    December 31, 2017 December 31, 2016
(Dollars in millions) Wtd. Avg. Remaining Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
CDI 7.0 years $605
 $(409) $196
 $825
 $(565) $260
Other, primarily customer relationship intangibles 12.0 1,211
 (696) 515
 1,249
 (655) 594
Total   $1,816
 $(1,105)
$711

$2,074
 $(1,220) $854

The estimated amortization expense of identifiable intangibles for the next five years and thereafter is presented as follows:
Year Ended December 31,
(Dollars in millions)
20212022202320242025Thereafter
Estimated amortization expense$584 $471 $392 $330 $273 $934 
120 Truist Financial Corporation


  Year Ended December 31,
(Dollars in millions) 2018 2019 2020 2021 2022
Estimated amortization expense of identifiable intangibles $122
 $104
 $87
 $74
 $64


NOTE 6.8. Loan Servicing

The Company acquires servicing rights and retains servicing rights for certain of its sales or securitizations of residential mortgages and commercial loans. Servicing rights on residential and commercial mortgages are capitalized by the Company as MSRs on the Consolidated Balance Sheets. Income earned by the Company on its residential MSRs is derived primarily from contractually specified mortgage servicing fees and late fees, net of curtailment costs. Income earned by the Company on its commercial mortgage servicing rights is derived primarily from contractually specified servicing fees and other ancillary fees.

Residential Mortgage Banking Activities
The following tables summarize residential mortgage banking activities. BB&T manages its own residential mortgage loans, including PCI loans.servicing activities:
December 31,
(Dollars in millions)
202020192018
UPB of residential mortgage loan servicing portfolio$239,034 $279,558 $118,605 
UPB of residential mortgage loans serviced for others, primarily agency conforming fixed rate188,341 219,347 87,270 
Mortgage loans sold with recourse328 371 419 
Maximum recourse exposure from mortgage loans sold with recourse liability201 212 223 
Indemnification, recourse and repurchase reserves93 44 24 
As of / For the Year Ended December 31,
(Dollars in millions)
202020192018
UPB of residential mortgage loans sold from LHFS$48,366 $16,646 $10,094 
Pre-tax gains recognized on mortgage loans sold and held for sale1,034 122 116 
Servicing fees recognized from mortgage loans serviced for others630 265 256 
Approximate weighted average servicing fee on the outstanding balance of residential mortgage loans serviced for others0.32 %0.31 %0.28 %
Weighted average interest rate on mortgage loans serviced for others3.84 4.04 4.04 
  As Of / For The Year Ended December 31,
(Dollars in millions) 2017 2016 2015
UPB of residential mortgage and home equity loan servicing portfolio $118,424
 $121,639
 $122,169
UPB of residential mortgage loans serviced for others, primarily agency conforming fixed rate 89,124
 90,325
 91,132
Mortgage loans sold with recourse 490
 578
 702
Maximum recourse exposure from mortgage loans sold with recourse liability 251
 282
 326
Indemnification, recourse and repurchase reserves 37
 40
 79
UPB of residential mortgage loans sold 12,423
 15,675
 14,764
Pre-tax gains recognized on mortgage loans sold and held for sale 153
 139
 148
Servicing fees recognized from mortgage loans serviced for others 261
 268
 273
Approximate weighted average servicing fee on the outstanding balance of residential mortgage loans serviced for others 0.28% 0.28% 0.29%
Weighted average interest rate on mortgage loans serviced for others 4.00
 4.03
 4.12
During 2016, BB&T paid $83 million to settle certain FHA loan origination and quality control matters pursuant to an agreement with the Department of Justice. In addition, the Company separately received recoveries of $71 million, resulting in a net benefit of $73 million, which was included in other expense on the Consolidated Statements of Income. During 2016, BB&T released $31 million of mortgage repurchase reserves, which was primarily driven by lower anticipated loan repurchase requests. These adjustments were included in loan-related expense on the Consolidated Statements of Income.Payments made to date for recourse exposure on residential mortgage loans sold with recourse liability have been immaterial.

The following table presents a roll forward of the carrying value of residential MSRs recorded at fair value:
Year Ended December 31,
(Dollars in millions)
202020192018
Residential MSRs, carrying value, January 1$2,371 $957 914 
Merger1,506 
Additions653 171 116 
Change in fair value due to changes in valuation inputs or assumptions:
Prepayment speeds(572)(131)(12)
OAS75 32 57 
Servicing costs22 
Realization of expected net servicing cash flows, passage of time and other(749)(164)(140)
Residential MSRs, carrying value, December 31$1,778 $2,371 $957 
  Year Ended December 31,
(Dollars in millions) 2017 2016 2015
Carrying value, beginning of year $915
 $880
 $844
Additions 123
 146
 156
Change in fair value due to changes in valuation inputs or assumptions:      
Prepayment speeds (42) 13
 91
Weighted average OAS 46
 10
 (52)
Servicing costs 9
 2
 (25)
Realization of expected net servicing cash flows, passage of time and other (137) (136) (134)
Carrying value, end of year $914
 $915
 $880
       
Gains (losses) on derivative financial instruments used to mitigate the income statement effect of changes in fair value $
 $32
 $32



The sensitivity of the fair value of the Company's residential MSRs to changes in key assumptions is includedpresented in the accompanyingfollowing table:
20202019
December 31,
(Dollars in millions)
RangeWeighted AverageRangeWeighted Average
MinMaxMinMax
Prepayment speed12.8 %30.8 %15.4 %8.4 %18.6 %9.6 %
Effect on fair value of a 10% increase$(89)$(102)
Effect on fair value of a 20% increase(171)(195)
OAS3.5 %13.7 %7.3 %4.0 %13.5 %6.7 %
Effect on fair value of a 10% increase$(45)$(54)
Effect on fair value of a 20% increase(88)(106)
Composition of loans serviced for others:   
Fixed-rate residential mortgage loans98.8 %98.5 %
Adjustable-rate residential mortgage loans1.2 1.5 
Total  100.0 %  100.0 %
Weighted average life  4.8 years  5.4 years

Truist Financial Corporation 121

  December 31, 2017 December 31, 2016
  Range Weighted Average Range Weighted Average
(Dollars in millions) Min Max  Min Max 
Prepayment speed 7.1% 10.1% 9.1% 7.5% 8.4% 8.1%
Effect on fair value of a 10% increase     $(31)     $(28)
Effect on fair value of a 20% increase     (60)     (54)
             
OAS 8.4% 8.9% 8.5% 9.8% 10.2% 10.0%
Effect on fair value of a 10% increase     $(28)     $(33)
Effect on fair value of a 20% increase     (54)     (64)
             
Composition of loans serviced for others:  
  
  
  
  
  
Fixed-rate residential mortgage loans  
  
 99.1%  
  
 99.1%
Adjustable-rate residential mortgage loans  
  
 0.9
  
  
 0.9
Total  
  
 100.0%  
  
 100.0%
             
Weighted average life  
  
 6.4 years  
  
 7.0 years

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the above table, the effect of an adverse variation in a particularone assumption on the fair value of the MSRs is calculated without changing any other assumption; while in reality, changes in one factor may result in changes in another, which may magnify or counteract the effect of the change. See "Note 18. Fair Value Disclosures" for additional information on the valuation techniques used.

Commercial Mortgage Banking Activities

CRE mortgage loans serviced for others are not included in loans and leases on the accompanying Consolidated Balance Sheets. The following table summarizes commercial mortgage bankingservicing activities for the periods presented:
December 31,
(Dollars in millions)
20202019
UPB of CRE mortgages serviced for others$36,670 $70,404 
CRE mortgages serviced for others covered by recourse provisions9,019 8,676 
Maximum recourse exposure from CRE mortgages sold with recourse liability2,624 2,479 
Recorded reserves related to recourse exposure18 13 
CRE mortgages originated during the year-to-date period6,739 8,062 
Commercial MSRs at fair value245 247 
  December 31,
(Dollars in millions) 2017 2016
UPB of CRE mortgages serviced for others $28,441
 $29,333
CRE mortgages serviced for others covered by recourse provisions 4,153
 4,240
Maximum recourse exposure from CRE mortgages sold with recourse liability 1,218
 1,272
Recorded reserves related to recourse exposure 5
 7
Originated CRE mortgages during the year 6,753
 7,145
Commercial MSRs at fair value 142
 137

In the third quarter of 2020, the Company transferred certain servicing activities involving cancellable servicing rights to third parties, resulting in a decrease in the UPB of CRE mortgages serviced for others. This transfer did not materially impact commercial MSRs.

NOTE 7.9. Other Assets and Liabilities

Lessee Operating and Finance Leases

The Company leases certain assets, consisting primarily of real estate, and assesses at contract inception whether a contract is, or contains, a lease. At December 31, 2020, the Company had $32 million of operating leases that had not yet commenced. The following tables present additional information on leases, and excludes assets related to the lease financing businesses:
December 31, 2020
(Dollars in millions)
Operating LeasesFinance Leases
ROU assets$1,333 $36 
Maturities of lease liabilities:
2021$361 $10 
2022366 11 
2023311 
2024258 
2025210 
Thereafter573 10 
Total lease payments2,079 47 
Less: imputed interest183 
Total lease liabilities$1,896 $42 
Weighted average remaining term6.9 years6.3 years
Weighted average discount rate2.4 %4.8 %

Year Ended December 31,
(Dollars in millions)
20202019
Operating lease costs$360 $209 

Lessor Operating Leases

The Company’s two primary lessor businesses are equipment financing and structured real estate with income recorded in Operating lease income on the Consolidated Statements of Income.

122 Truist Financial Corporation


The following table presents a summary of assets under operating leases and activity related to assets under operating leases. This table excludes subleases on assets included in premises and equipment.
December 31,
(Dollars in millions)
20202019
Assets held under operating leases (1)$2,144 $2,236 
Accumulated depreciation(517)(391)
Net$1,627 $1,845 
(1) Includes certain land parcels subject to operating leases that have indefinite lives.

The residual value of assets no longer under operating leases was immaterial.

Bank-Owned Life Insurance

Bank-owned life insurance consists of life insurance policies held on certain teammates for which the Company is the beneficiary. These policies provide the Company an efficient form of funding for retirement and other employee benefits costs. The carrying value of bank-owned life insurance was $6.5 billion at December 31, 2020 and $6.4 billion December 31, 2019.

NOTE 10. Deposits


The composition of deposits is presented in the following table:
December 31,
(Dollars in millions)
20202019
Noninterest-bearing deposits$127,629 $92,405 
Interest-bearing deposits:
Interest checking105,269 85,492 
Money market and savings126,238 120,934 
Time deposits21,941 35,896 
Total deposits$381,077 $334,727 
Time deposits greater than $250,000$3,296 $9,362 

The following table presents time deposits maturities:
Year Ended December 31,
(Dollars in millions)
20212022202320242025Thereafter
Future time deposit maturities$17,438 $2,987 $873 $310 $283 $50 

Truist Financial Corporation 123
  December 31,
(Dollars in millions) 2017 2016
Noninterest-bearing deposits $53,767
 $50,697
Interest checking 27,677
 30,263
Money market and savings 62,757
 64,883
Time deposits 13,170
 14,391
Total deposits $157,371
 $160,234
     
Time deposits greater than $250,000 $2,622
 $2,179




NOTE 8. Long-Term Debt11. Borrowings


The following table presents a summary of short-term borrowings:
December 31,
(Dollars in millions)
20202019
Federal funds purchased$79 $259 
Securities sold under agreements to repurchase1,221 1,969 
FHLB advances2,649 13,480 
Collateral in excess of derivative exposures385 682 
Master notes621 493 
Other short-term borrowings1,137 1,335 
Total short-term borrowings$6,092 $18,218 

The following table presents a summary of long-term debt:
20202019
December 31,
(Dollars in millions)
Stated RateEffective Rate (1)Carrying AmountCarrying Amount
MaturityMinMax
Truist Financial Corporation:
Fixed rate senior notes2021to20301.13 %6.00 %2.52 %$15,984 $14,431 
Floating rate senior notes202120220.43 0.88 0.64 900 1,749 
Fixed rate subordinated notes (2)202220293.88 6.00 3.78 1,283 1,227 
Capital notes202720280.87 1.21 1.69 615 611 
Structured notes (3)20212026108 112 
Truist Bank:
Fixed rate senior notes202120251.25 4.05 2.10 11,907 11,560 
Floating rate senior notes202220370.80 0.83 0.70 1,567 1,554 
Fixed rate subordinated notes (2)202520302.25 3.80 3.03 5,142 3,872 
FHLB advances202120345.36 5.32 878 4,141 
Other long-term debt (4)1,014 1,133 
Nonbank subsidiaries:
Other long-term debt (5)199 949 
Total long-term debt$39,597 $41,339 
  December 31, 2017 December 31, 2016
      Stated Rate Effective Rate Carrying Carrying
(Dollars in millions) Maturity Min Max  Amount Amount
BB&T Corporation:              
Fixed rate senior notes 2018to2024 2.05% 6.85% 2.89% $8,562
 $7,600
Floating rate senior notes 2018 2022 1.60
 2.45
 2.13
 2,547
 1,898
Fixed rate subordinated notes 2019 2022 3.95
 5.25
 1.98
 933
 1,338
Branch Bank:              
Fixed rate senior notes 2018 2022 1.45
 2.85
 2.56
 5,653
 4,209
Floating rate senior notes 2019 2020 1.74
 1.91
 2.10
 1,149
 250
Fixed rate subordinated notes 2025 2026 3.63
 3.80
 3.58
 2,119
 2,138
Floating rate subordinated notes   

 

 

 
 262
FHLB advances (1) 2018 2034 
 5.50
 1.49
 2,480
 4,118
Other long-term debt         

 205
 152
Total long-term debt         

 $23,648
 $21,965
(1)FHLB advances had a weighted average maturity of 3.8 years at December 31, 2017.

The effective rates above reflect(1)Includes the impact of hedgesdebt issuance costs and issuance costs. purchase accounting, and excludes hedge accounting impacts.
(2)Subordinated notes with a remaining maturity of one year or greater qualify under the risk-based capital guidelines as Tier 2 supplementary capital, subject to certain limitations.
(3)Consist of notes with various terms that include fixed or floating rate interest, or returns that are linked to an equity index.
(4)Includes finance leases, tax credit investments, and other.
(5)Includes debt associated with structured real estate leases.

The Company does not consolidate certain wholly-owned trusts which were formed for the sole purpose of issuing trust preferred securities. The proceeds from the trust preferred securities issuances were invested in capital notes of the Parent Company. The Parent Company’s obligations constitute a full and unconditional guarantee of the trust preferred securities.

During 2017, BB&T terminated2020, the Company issued and redeemed certain FHLB advances, totaling $2.9 billion of par value, which resulted in a pre-tax loss on early extinguishment of long-term debt totaling $392 million. During 2015, BB&T terminated FHLB advances totaling $931 million, which resulted in a pre-tax loss on early extinguishment of debt totaling $172$235 million.


The following table presents future debt maturities:
Year Ended December 31,
(Dollars in millions)
20212022202320242025Thereafter
Future debt maturities (1)$5,373 $9,236 $5,139 $5,309 $5,797 $8,748 
(1)Amounts include imputed interest of $5 million related to finance leases.

124 Truist Financial Corporation
  Year Ended December 31, Thereafter
(Dollars in millions) 2018 2019 2020 2021 2022 
Future debt maturities $2,446
 $4,837
 $6,008
 $3,256
 $2,851
 $4,161



NOTE 9.12. Shareholders' Equity

PreferredCommon Stock


The following table presents the dividends declared per share of common stock:
Year Ended December 31,202020192018
Cash dividends declared per share$1.80 $1.71 $1.56 

Share Repurchase Activity

In December 2020, Truist announced the Board of Directors had authorized the repurchase of up to $2.0 billion of common stock beginning in the first quarter of 2021 to optimize Truist's capital position. During 2018, the Company repurchased $1.2 billion of common stock, which represented 23.2 million shares, through a summarycombination of open market and accelerated share repurchases. Repurchased shares revert to the non-cumulative perpetual preferred stock asstatus of December 31, 2017:authorized and unissued shares upon repurchase.

Preferred Stock
Preferred Stock Issue Issuance Date Earliest Redemption Date Liquidation Amount Carrying Amount Dividend Rate
(Dollars in millions)     
Series D 5/1/2012 5/1/2017 $575
 $559
 5.850%
Series E 7/31/2012 8/1/2017 1,150
 1,120
 5.625
Series F 10/31/2012 11/1/2017 450
 437
 5.200
Series G 5/1/2013 6/1/2018 500
 487
 5.200
Series H 3/9/2016 6/1/2021 465
 450
 5.625
Total     $3,140
 $3,053
  

Dividends on the preferred stock ifare non-cumulative and payable when declared accrue and are payable quarterly, in arrears. For each issuance, BB&Tby the Company's Board or a duly authorized committee of the Board. The Company issued depositary shares, each of which represents a fractional ownership interest in a share of the Company’sCompany's preferred stock. The preferred stock has no stated maturity and redemption is solely at the option of the Company in whole or in part after the earliest redemption date at the liquidation preference plus declared and unpaid dividends. Prior to the redemption date, the Company has the option to redeem in whole, but not in part, upon the occurrence of a regulatory capital treatment event,event.

The following table presents a summary of the non-cumulative perpetual preferred stock as defined. In addition,of December 31, 2020:
Preferred Stock Issue
(Dollars in millions)
Issuance DateEarliest Redemption DateLiquidation AmountCarrying AmountDividend RateDividend Payments
Series F10/31/201211/1/2017$450 $437 5.200 %Quarterly
Series G5/1/20136/1/2018500 486 5.200 Quarterly
Series H3/9/20166/1/2021465 451 5.625 Quarterly
Series I12/6/2019(1)12/15/2024173 168 4.000 (2)Quarterly
Series J12/6/2019(1)12/15/2024103 92 4.000 (3)Quarterly
Series L12/6/2019(1)12/15/2024750 766 5.050 (4)Semi-annually(9)
Series M12/6/2019(1)12/15/2027500 516 5.125 (5)Semi-annually(10)
Series N7/29/20199/1/20241,700 1,683 4.800 (6)Semi-annually
Series O5/27/20206/1/2025575 559 5.250 Quarterly
Series P6/1/202012/1/20251,000 992 4.950 (7)Semi-annually
Series Q6/19/20209/1/20301,000 992 5.100 (8)Semi-annually
Series R8/3/20209/1/2025925 906 4.750 Quarterly
Total  $8,141 $8,048  
(1)Converted security from previously issued SunTrust preferred stock.
(2)Dividend rate is the greater of 4.00% or 3-month LIBOR plus 0.530%.
(3)Dividend rate is the greater of 4.00% or 3-month LIBOR plus 0.645%.
(4)Fixed dividend rate will reset on June 15, 2022, then dividend rate will be 3-month LIBOR plus 3.102%.
(5)Fixed dividend rate will reset on December 15, 2027, then dividend rate will be 3-month LIBOR plus 2.786%.
(6)Fixed dividend rate will reset on September 1, 2024, and on each following fifth anniversary of the reset date to the five-year U.S. Treasury rate plus 3.003%.
(7)Fixed dividend rate will reset on December 1, 2025, and on each following fifth anniversary of the reset date to the five-year U.S. Treasury rate plus 4.605%.
(8)Fixed dividend rate will reset on September 1, 2030, and on each following tenth anniversary of the reset date to the ten-year U.S. Treasury rate plus 4.349%.
(9)Dividend payments become quarterly beginning on September 15, 2022.
(10)Dividend payments become quarterly after dividend rate reset.

Truist Financial Corporation 125


Issuances

During 2020, Truist issued a total of $3.5 billion in series O, series P, series Q and series R preferred stock to further strengthen its capital position. 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. Refer to the table below for additional details regarding the preferred stock may beshares and dividends and "Note 2. Business Combinations" for additional information related to the Merger.

Redemptions

During 2020, the Company redeemed in whole or in part, on any dividend payment date after five years from the dateall 5,000 outstanding shares of issuance. Under current rules, any redemption of theits perpetual preferred stock is subject to prior approval ofseries K and the FRB.corresponding depositary shares representing fractional interests in such series for $500 million plus any unpaid dividends. The preferred stock redemption was in accordance with the terms of the Company’s Articles of Amendment to its Articles of Incorporation, effective as of December 6, 2019.

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. Regular dividends on the redeemed shares were paid during the third quarter of 2019. In connection with the redemptions, net income available to common shareholders was reduced by $46 million to recognize the difference in the redemption price and the carrying value.

Subsequent Event

Early in 2021, the Company announced the forthcoming redemption of all 18,000 outstanding shares of its perpetual preferred stock series F and the corresponding depositary shares representing fractional interests in such series for $450 million and all 20,000 outstanding shares of its perpetual preferred stock series G and the corresponding depositary shares representing fractional interests in such series for $500 million.

126 Truist Financial Corporation


NOTE 13. AOCI

AOCI includes the after-tax change in unrecognized net costs related to defined benefit pension and OPEB plans as well as unrealized gains and losses on cash flow hedges and AFS securities.

(Dollars in millions)
Pension and OPEB CostsCash Flow HedgesAFS SecuritiesOther, netTotal
AOCI balance, January 1, 2018$(1,004)$(92)$(356)$(15)$(1,467)
OCI before reclassifications, net of tax(217)52 (159)(6)(330)
Amounts reclassified from AOCI:     
Before tax75 12 20 108 
Tax effect18 26 
Amounts reclassified, net of tax57 15 82 
Total OCI, net of tax(160)61 (144)(5)(248)
AOCI balance, December 31, 2018(1,164)(31)(500)(20)(1,715)
OCI before reclassifications, net of tax(42)(89)790 18 677 
Amounts reclassified from AOCI:     
Before tax111 25 119 256 
Tax effect27 29 62 
Amounts reclassified, net of tax84 19 90 194 
Total OCI, net of tax42 (70)880 19 871 
AOCI balance, December 31, 2019(1,122)(101)380 (1)(844)
OCI before reclassifications, net of tax190 1,298 1,491 
Amounts reclassified from AOCI:     
Before tax75 48 (32)91 
Tax effect18 12 (8)22 
Amounts reclassified, net of tax57 36 (24)69 
Total OCI, net of tax247 37 1,274 1,560 
AOCI balance, December 31, 2020$(875)$(64)$1,654 $$716 
Primary income statement location of amounts reclassified from AOCIOther expenseNet interest incomeSecurities gains (losses) and Net interest incomeNet interest income

Truist Financial Corporation 127


NOTE 14. Income Taxes

The components of the income tax provision are as follows:
Year Ended December 31,
(Dollars in millions)
202020192018
Current expense:   
Federal$979 $357 $629 
State155 97 151 
Total current expense1,134 454 780 
Deferred expense:
Federal(131)290 26 
State(22)38 (3)
Total deferred expense(153)328 23 
Provision for income taxes$981 $782 $803 

A reconciliation of the provision for income taxes at the statutory federal income tax rate to the Company’s actual provision for income taxes and actual effective tax rate is presented in the following table:
202020192018
Year Ended December 31,
(Dollars in millions)
Amount% of Income Before TaxesAmount% of Income Before TaxesAmount% of Income Before Taxes
Federal income taxes at statutory rate$1,149 21.0 %$844 21.0 %$853 21.0 %
Increase (decrease) in provision for income taxes as a result of:
State income taxes, net of federal tax benefit105 1.9 107 2.7 117 2.9 
Income tax credits, net of amortization(178)(3.3)(86)(2.1)(57)(1.4)
Tax-exempt interest(99)(1.8)(69)(1.8)(90)(2.2)
Federal tax reform impact(27)(0.7)
Other, net0.1 (14)(0.3)0.2 
Provision for income taxes$981 17.9 $782 19.5 $803 19.8 

128 Truist Financial Corporation


Deferred income tax assets and liabilities result from differences between the timing of the recognition of assets and liabilities for financial reporting purposes and for income tax purposes. DTAs and DTLs are measured using the enacted federal and state tax rates in the periods in which the DTAs or DTLs are expected to be realized. The net deferred income tax liability is recorded in Other liabilities in the Consolidated Balance Sheets. Significant DTAs and DTLs, net of the federal impact for state taxes, are presented in the following table.
December 31,
(Dollars in millions)
20202019
DTAs:  
ALLL$1,376 $366 
Employee compensation and benefits698 721 
Loans369 753 
Operating lease liability469 225 
Accruals and reserves305 322 
Federal and state NOLs and other carryforwards149 156 
Net unrealized losses in AOCI257 
Other57 77 
Total gross DTAs3,423 2,877 
Valuation allowance(123)(130)
Total DTAs net of valuation allowance3,300 2,747 
DTLs:
Pension1,299 1,167 
Goodwill and other intangible assets688 694 
Equipment and auto leasing599 932 
MSRs459 491 
ROU assets327 146 
Net unrealized gains in AOCI222 
Premises and equipment147 162 
Partnerships84 23 
Other48 144 
Total DTLs3,873 3,759 
Net DTL$(573)$(1,012)

The DTAs include Federal and state NOLs and other state carryforwards that will expire, if not utilized, in varying amounts from 2021 to 2040. The Company had a valuation allowance recorded against its state carryforwards and certain state DTAs of $123 million and $130 million at December 31, 2020 and 2019, respectively.

The following table provides a rollforward of the Company's gross federal and state UTBs, excluding interest and penalties:
December 31,
(Dollars in millions)
20202019
Balance, January 1$127 $
Increases in UTBs related to prior years120 
Decreases in UTBs related to prior years(1)
Increases in UTBs related to the current year18 
Decreases in UTBs related to settlements(13)(1)
Decreases in UTBs related to lapse of the applicable statues of limitations(2)
Balance, December 31$133 $127 

The amount of UTBs that would favorably affect the Company's effective tax rate, if recognized, was $100 million and $99 million at December 31, 2020 and 2019, respectively. Interest and penalties related to UTBs are recorded in the Provision for income taxes in the Consolidated Statement of Income. The Company had a gross liability of $12 million and $11 million for interest and penalties related to its UTBs at December 31, 2020 and 2019, respectively. The amount of gross expense related interest and penalties on UTBs was immaterial.

The Company files U.S. federal, state and local income tax returns. The Company's federal income tax returns are no longer subject to examination by the IRS for taxable years prior to 2017. With limited exceptions, the Company is no longer subject to examination by state and local taxing authorities for taxable years prior to 2013. It is reasonably possible that the liability for unrecognized tax benefits could decrease by as much as $15 million during the next 12 months due to completion of tax authority examinations and the expiration of statutes of limitations. It is uncertain how much, if any, sinking fund or other obligationsof this potential decrease will impact the Company’s effective tax rate.

Truist Financial Corporation 129


NOTE 15. Benefit Plans

Defined Benefit Retirement Plans

Truist provides defined benefit retirement plans qualified under the IRC that cover most teammates. Benefits are based on years of service, age at retirement and the employee's compensation during the five highest consecutive years of earnings within the last ten years of employment.

In addition, supplemental retirement benefits are provided to certain key officers under supplemental defined benefit executive retirement plans, which are not qualified under the IRC. Although technically unfunded plans, Rabbi Trusts and insurance policies on the lives of certain of the Company.covered employees are available to finance future benefits.



The Company's defined benefit plans obtained through the Merger were combined during 2020.

The following tables present a summary of the qualified and nonqualified defined benefit pension plans. On the Consolidated Balance Sheets, the qualified pension plan net asset is recorded as a component of Other assets and the nonqualified pension plans net liability is recorded as a component of Other liabilities. The data is calculated using an actuarial measurement date of December 31.
Year Ended December 31,
(Dollars in millions)
Location202020192018
Net periodic pension cost:   
Service costPersonnel expense$518 $214 $238 
Interest costOther expense313 233 201 
Estimated return on plan assetsOther expense(866)(480)(448)
Net amortization and otherOther expense76 111 81 
Net periodic benefit cost41 78 72 
Pre-tax amounts recognized in OCI:   
Net actuarial loss (gain)(244)34 289 
Net amortization(77)(110)(81)
Net amount recognized in OCI(321)(76)208 
Total net periodic pension costs (income) recognized in total comprehensive income, pre-tax$(280)$$280 
Weighted average assumptions used to determine net periodic pension cost:
Discount rate3.45 %4.43 %3.79 %
Expected long-term rate of return on plan assets6.90 7.00 7.00 
Assumed long-term rate of annual compensation increases4.50 4.50 4.50 
Weighted average assumptions used to determine net periodic pension cost for SunTrust plans prior to being combined:
Discount rateNA3.22 %NA
Expected long-term rate of return on plan assetsNA6.90 NA

The weighted average expected long-term rate of return on plan assets represents the average rate of return expected to be earned on plan assets over the period the benefits included in the benefit obligation are to be paid. In developing the expected rate of return, Truist considers long-term compound annualized returns of historical market data for each asset category, as well as historical actual returns on the plan assets. Using this reference information, the Company develops forward-looking return expectations for each asset category and a weighted average expected long-term rate of return for the plan based on target asset allocations contained in the Company's Investment Policy Statement. For 2021, the expected rate of return on plan assets is 6.7%.

130 Truist Financial Corporation


Activity in the projected benefit obligation is presented in the following table:
Year Ended December 31,
(Dollars in millions)
Qualified PlanNonqualified Plans
2020201920202019
Projected benefit obligation, January 1$8,819 $4,697 $557 $386 
Service cost479 199 39 15 
Interest cost294 216 19 17 
Actuarial loss985 1,042 68 79 
Benefits paid(300)(135)(22)(13)
Projected benefit obligation from Merger2,800 72 
Special termination benefits
Projected benefit obligation, December 31$10,277 $8,819 $661 $557 
Accumulated benefit obligation, December 31$9,044 $7,859 $503 $432 
Weighted average assumptions used to determine projected benefit obligations:
Weighted average assumed discount rate2.94 %3.45 %2.94 %3.45 %
Assumed rate of annual compensation increases (1)3.50 4.50 3.50 4.50 
Weighted average assumptions used to determine projected benefit obligations for SunTrust plans prior to being combined:
Weighted average assumed discount rateNA3.22 %NA3.22 %
(1)The assumed rate for qualified and nonqualified plans is 3.50% in 2021 and increases to 4.50% thereafter.

Activity in plan assets is presented in the following table:
Year Ended December 31,
(Dollars in millions)
Qualified PlanNonqualified Plans
2020201920202019
Fair value of plan assets, January 1$12,398 $5,968 $$
Actual return on plan assets2,164 1,566 
Employer contributions373 1,696 22 13 
Benefits paid(300)(135)(22)(13)
Fair value of plan assets from Merger3,303 
Fair value of plan assets, December 31$14,635 $12,398 $$
Funded status, December 31$4,358 $3,579 $(661)$(557)

The following are the pre-tax amounts recognized in AOCI:
Year Ended December 31,
(Dollars in millions)
Qualified PlanNonqualified Plans
2020201920202019
Prior service credit (cost)$(90)$(114)$77 $96 
Net actuarial loss(858)(1,218)(263)(217)
Net amount recognized$(948)$(1,332)$(186)$(121)

The following table presents the amount expected to be amortized from AOCI into net periodic pension cost during 2021:
(Dollars in millions)Qualified PlanNonqualified Plans
Net actuarial loss$$(28)
Prior service credit (cost)(25)19 
Net amount expected to be amortized$(25)$(9)

Truist makes contributions to the qualified pension plan in amounts between the minimum required for funding and the maximum amount deductible for federal income tax purposes. Truist made discretionary contributions of $387 million during the first quarter of 2021. Management may make additional contributions in 2021. For the nonqualified plans, the employer contributions are based on benefit payments.

Truist Financial Corporation 131


The following table reflects the estimated benefit payments for the periods presented:
(Dollars in millions)Qualified PlanNonqualified Plans
2021$305 $22 
2022324 23 
2023342 31 
2024360 26 
2025381 27 
2026-20302,205 160 

The Company's primary total return objective is to achieve returns that, over the long term, will fund retirement liabilities and provide for the desired plan benefits in a manner that satisfies the fiduciary requirements of the ERISA. The plan assets have a long-term time horizon that runs concurrent with the average life expectancy of the participants. As such, the Plan can assume a time horizon that extends well beyond a full market cycle, and can assume an above-average level of risk, as measured by the standard deviation of annual return. The investments are broadly diversified among economic sector, industry, quality and size in order to reduce risk and to produce incremental return. Within approved guidelines and restrictions, investment managers have wide discretion over the timing and selection of individual investments.

Truist periodically reviews its asset allocation and investment policy and makes changes to its target asset allocation. Truist has established guidelines within each asset category to ensure the appropriate balance of risk and reward. The following table presents the fair values of the qualified pension plan assets by asset category:
December 31,
(Dollars in millions)
Target Allocation20202019
MinMaxTotalLevel 1Level 2TotalLevel 1Level 2
Cash and cash-equivalents$290 $290 $$295 $295 $
U.S. equity securities (1)30 %50 %6,587 3,531 3,056 5,336 3,629 1,707 
International equity securities11 18 1,614 360 1,254 1,752 328 1,424 
Fixed income securities35 53 5,368 11 5,357 4,629 11 4,618 
Total$13,859 $4,192 $9,667 $12,012 $4,263 $7,749 
(1)The plan may hold up to 10% of its assets in Truist common stock.

International equity securities include a common/commingled fund that consists of assets from several accounts, pooled together, to reduce management and administration costs. At December 31, 2020 and 2019, investments totaling $773 million and $341 million, respectively, have been excluded from the table above as valued based on net asset value as a practical expedient.

Defined Contribution Plans

Truist offers a 401(k) Savings Plan and other defined contribution plans that permit teammates to contribute up to 50% of cash compensation. For full-time teammates who are 21 years of age or older with one year or more of service, Truist makes matching contributions of up to 6% of the employee's compensation. The Company's contribution expense for the 401(k) Savings Plan and nonqualified defined contribution plans totaled $272 million, $152 million and $141 million for the years ended December 31, 2020, 2019 and 2018, respectively. Certain teammates of subsidiaries participate in the 401(k) Savings Plan with different matching formulas. The Company's defined contribution plan obtained through the Merger was combined during 2020.

Equity-Based CompensationDefined Benefit Retirement Plans

At December 31, 2017, options, restricted shares, RSUs,Truist provides defined benefit retirement plans qualified under the IRC that cover most teammates. Benefits are based on years of service, age at retirement and PSUs were outstanding from equity-basedthe employee's compensation during the five highest consecutive years of earnings within the last ten years of employment.

In addition, supplemental retirement benefits are provided to certain key officers under supplemental defined benefit executive retirement plans, that have been approved by shareholderswhich are not qualified under the IRC. Although technically unfunded plans, Rabbi Trusts and plans assumed from acquired entities. Those plansinsurance policies on the lives of certain of the covered employees are intendedavailable to assist the Company in recruiting and retaining employees, directors and independent contractors and to associate the interests of eligible participants with those of BB&T and its shareholders.finance future benefits.

The majority of outstanding awards and awards available to be issued relate toCompany's defined benefit plans that allow for accelerated vesting of awards for holders who retire and have met all retirement eligibility requirements or in connection with certain other events. Until vested, certain of these awards are subject to forfeiture under specified circumstances.obtained through the Merger were combined during 2020.

The following table providestables present a summary of the equity-based compensation plans:qualified and nonqualified defined benefit pension plans. On the Consolidated Balance Sheets, the qualified pension plan net asset is recorded as a component of Other assets and the nonqualified pension plans net liability is recorded as a component of Other liabilities. The data is calculated using an actuarial measurement date of December 31.
Year Ended December 31,
(Dollars in millions)
Location202020192018
Net periodic pension cost:   
Service costPersonnel expense$518 $214 $238 
Interest costOther expense313 233 201 
Estimated return on plan assetsOther expense(866)(480)(448)
Net amortization and otherOther expense76 111 81 
Net periodic benefit cost41 78 72 
Pre-tax amounts recognized in OCI:   
Net actuarial loss (gain)(244)34 289 
Net amortization(77)(110)(81)
Net amount recognized in OCI(321)(76)208 
Total net periodic pension costs (income) recognized in total comprehensive income, pre-tax$(280)$$280 
Weighted average assumptions used to determine net periodic pension cost:
Discount rate3.45 %4.43 %3.79 %
Expected long-term rate of return on plan assets6.90 7.00 7.00 
Assumed long-term rate of annual compensation increases4.50 4.50 4.50 
Weighted average assumptions used to determine net periodic pension cost for SunTrust plans prior to being combined:
Discount rateNA3.22 %NA
Expected long-term rate of return on plan assetsNA6.90 NA
December 31, 2017
Shares available for future grants (in thousands)19,408
Vesting period, minimum1.0
years
Vesting period, maximum5.0
Option term10.0

The fair valueweighted average expected long-term rate of RSUsreturn on plan assets represents the average rate of return expected to be earned on plan assets over the period the benefits included in the benefit obligation are to be paid. In developing the expected rate of return, Truist considers long-term compound annualized returns of historical market data for each asset category, as well as historical actual returns on the plan assets. Using this reference information, the Company develops forward-looking return expectations for each asset category and PSUs isa weighted average expected long-term rate of return for the plan based on target asset allocations contained in the common stock priceCompany's Investment Policy Statement. For 2021, the expected rate of return on the grant date less the present value of expected dividends that will be foregone during the vesting period. Substantially all awards are granted in February of each year. Grants to non-executive employees primarily consist of RSUs.plan assets is 6.7%.
A summary of selected data related to equity-based compensation costs follows:
130 Truist Financial Corporation


  As of / For the Year Ended December 31,
(Dollars in millions) 2017 2016 2015
Equity-based compensation expense $132
 $115
 $106
Income tax benefit from equity-based compensation expense 34
 43
 40
Intrinsic value of options exercised, and RSUs and PSUs that vested during the year 261
 159
 170
Grant date fair value of equity-based awards that vested during the year 116
 98
 115
Unrecognized compensation cost related to equity-based awards 132
 109
 103
Weighted-average life over which compensation cost is expected to be recognized (years) 2.4
 2.3
 2.2
Activity in the projected benefit obligation is presented in the following table:
Year Ended December 31,
(Dollars in millions)
Qualified PlanNonqualified Plans
2020201920202019
Projected benefit obligation, January 1$8,819 $4,697 $557 $386 
Service cost479 199 39 15 
Interest cost294 216 19 17 
Actuarial loss985 1,042 68 79 
Benefits paid(300)(135)(22)(13)
Projected benefit obligation from Merger2,800 72 
Special termination benefits
Projected benefit obligation, December 31$10,277 $8,819 $661 $557 
Accumulated benefit obligation, December 31$9,044 $7,859 $503 $432 
Weighted average assumptions used to determine projected benefit obligations:
Weighted average assumed discount rate2.94 %3.45 %2.94 %3.45 %
Assumed rate of annual compensation increases (1)3.50 4.50 3.50 4.50 
Weighted average assumptions used to determine projected benefit obligations for SunTrust plans prior to being combined:
Weighted average assumed discount rateNA3.22 %NA3.22 %
(1)The assumed rate for qualified and nonqualified plans is 3.50% in 2021 and increases to 4.50% thereafter.

Activity in plan assets is presented in the following table:
Year Ended December 31,
(Dollars in millions)
Qualified PlanNonqualified Plans
2020201920202019
Fair value of plan assets, January 1$12,398 $5,968 $$
Actual return on plan assets2,164 1,566 
Employer contributions373 1,696 22 13 
Benefits paid(300)(135)(22)(13)
Fair value of plan assets from Merger3,303 
Fair value of plan assets, December 31$14,635 $12,398 $$
Funded status, December 31$4,358 $3,579 $(661)$(557)

The following are the pre-tax amounts recognized in AOCI:
Year Ended December 31,
(Dollars in millions)
Qualified PlanNonqualified Plans
2020201920202019
Prior service credit (cost)$(90)$(114)$77 $96 
Net actuarial loss(858)(1,218)(263)(217)
Net amount recognized$(948)$(1,332)$(186)$(121)

The following table presents the activityamount expected to be amortized from AOCI into net periodic pension cost during 2017 related2021:
(Dollars in millions)Qualified PlanNonqualified Plans
Net actuarial loss$$(28)
Prior service credit (cost)(25)19 
Net amount expected to be amortized$(25)$(9)

Truist makes contributions to awardsthe qualified pension plan in amounts between the minimum required for funding and the maximum amount deductible for federal income tax purposes. Truist made discretionary contributions of RSUs, PSUs and restricted shares:
(Shares/units in thousands) Shares/Units Wtd. Avg. Grant Date Fair Value
Nonvested at January 1, 2017 13,516
 $29.39
Granted 3,924
 42.88
Vested (4,142) 27.75
Forfeited (350) 33.29
Nonvested at December 31, 2017 12,948
 33.90
Expected to vest at December 31, 2017 11,946
 33.90
Share Repurchase Plan Activity
During 2017, the Company repurchased $1.6 billion of common stock, which represented 35.5$387 million shares, through a combination of open market and accelerated share repurchases. During 2016, the Company repurchased $320 million of common stock, which represented 8.4 million shares, through open market purchases. In addition, the Company commenced a $200 million accelerated share repurchase program, which resulted in the retirement of 3.4 million shares during the fourthfirst quarter of 2016 and concluded2021. Management may make additional contributions in January 2017 with approximately 910,000 additional shares being retired. Repurchased shares revert to2021. For the status of authorized and unissued shares upon repurchase. At December 31, 2017, BB&T had remaining authorization to repurchase up to $640 million of common stock undernonqualified plans, the Board approved repurchase plan.employer contributions are based on benefit payments.



Truist Financial Corporation 131

NOTE 10. AOCI


The following table summarizes activity in AOCI:reflects the estimated benefit payments for the periods presented:
(Dollars in millions)Qualified PlanNonqualified Plans
2021$305 $22 
2022324 23 
2023342 31 
2024360 26 
2025381 27 
2026-20302,205 160 
(Dollars in millions) Unrecognized Net Pension and Postretirement Costs Unrealized Net Gains (Losses) on Cash Flow Hedges Unrealized Net Gains (Losses) on AFS Securities FDIC's Share of Unrealized (Gains) Losses on AFS Securities Other, net Total
AOCI balance, January 1, 2015 $(626) $(54) $152
 $(207) $(16) $(751)
OCI before reclassifications, net of tax (139) (81) (206) 19
 (9) (416)
Amounts reclassified from AOCI:            
Before tax (1) 67
 83
 32
 31
 9
 222
Tax effect 25
 31
 12
 12
 3
 83
Amounts reclassified, net of tax 42
 52
 20
 19
 6
 139
Total OCI, net of tax (97) (29) (186) 38
 (3) (277)
AOCI balance, December 31, 2015 (723) (83) (34) (169) (19) (1,028)
OCI before reclassifications, net of tax (91) (16) (201) 148
 1
 (159)
Amounts reclassified from AOCI:  
  
  
  
  
  
Before tax (1) 80
 11
 (39) 33
 1
 86
Tax effect 30
 4
 (15) 12
 
 31
Amounts reclassified, net of tax 50
 7
 (24) 21
 1
 55
Total OCI, net of tax (41) (9) (225) 169
 2
 (104)
AOCI balance, December 31, 2016 (764) (92) (259) 
 (17) (1,132)
OCI before reclassifications, net of tax (129) 7
 (23) 
 5
 (140)
Amounts reclassified from AOCI:            
Before tax (1) 72
 15
 (7) 
 
 80
Tax effect 27
 4
 (3) 
 
 28
Amounts reclassified, net of tax 45
 11
 (4) 
 
 52
Total OCI, net of tax (84) 18
 (27) 
 5
 (88)
Reclassification of certain tax effects (156) (18) (70) 
 (3) (247)
AOCI balance, December 31, 2017 $(1,004) $(92) $(356) $
 $(15) $(1,467)
(1)Amounts related to unrecognized net pension and postretirement costs are included in personnel expense, amounts related to unrealized net gains (losses) on cash flow hedges are included in net interest income, amounts related to unrealized net gains (losses) on AFS securities are included in net interest income or securities gains/losses when realized, amounts related to FDIC's share of unrealized gains (losses) on AFS securities are included in FDIC loss share income, net and amounts related to other, net are primarily included in net interest income in the Consolidated Statements of Income.

NOTE 11. Income Taxes

The componentsCompany's primary total return objective is to achieve returns that, over the long term, will fund retirement liabilities and provide for the desired plan benefits in a manner that satisfies the fiduciary requirements of the income tax provision are as follows:
  Year Ended December 31,
(Dollars in millions) 2017 2016 2015
Current expense:      
Federal $539
 $959
 $585
State 80
 97
 99
Total current expense 619
 1,056
 684
Deferred expense:  
  
  
Federal 253
 (14) 99
State 39
 16
 11
Total deferred expense 292
 2
 110
Provision for income taxes $911
 $1,058
 $794

ERISA. The reasons forplan assets have a long-term time horizon that runs concurrent with the difference between the provision for income taxes and the amount computed by applying the statutory Federal income tax rate to income before income taxes were as follows:
  Year Ended December 31,
(Dollars in millions) 2017 2016 2015
Federal income taxes at statutory rate of 35% $1,164
 $1,225
 $1,021
Increase (decrease) in provision for income taxes as a result of:    
  
State income taxes, net of federal tax benefit 77
 73
 72
Affordable housing projects proportional amortization 236
 205
 181
Affordable housing projects tax credits and other tax benefits (319) (279) (249)
Tax exempt income (139) (151) (129)
Federal tax reform impact (43) 
 
Excess tax benefits for equity-based compensation (52) 
 
Adjustments for uncertain tax positions 
 (6) (107)
Other, net (13) (9) 5
Provision for income taxes $911
 $1,058
 $794
Effective income tax rate 27.4% 30.2% 27.2%

The Tax Cuts and Jobs Act was signed into law December 22, 2017. The net tax benefit recognized as a resultaverage life expectancy of the revaluationparticipants. As such, the Plan can assume a time horizon that extends well beyond a full market cycle, and can assume an above-average level of deferred taxesrisk, as measured by the standard deviation of annual return. The investments are broadly diversified among economic sector, industry, quality and size in order to reduce risk and to produce incremental return. Within approved guidelines and restrictions, investment managers have wide discretion over the timing and selection of individual investments.

Truist periodically reviews its asset allocation and investment in affordable housing projects is presented as Federal tax reform impact inpolicy and makes changes to its target asset allocation. Truist has established guidelines within each asset category to ensure the above table.

The tax effectsappropriate balance of temporary differences that gave rise to deferred tax assetsrisk and liabilities are reflected in the table below:
  December 31,
(Dollars in millions) 2017 2016
Deferred tax assets:    
ALLL $359
 $564
Postretirement plans 311
 451
Net unrealized loss on AFS securities 112
 155
Equity-based compensation 66
 124
Reserves and expense accruals 114
 238
Partnerships 70
 116
Other 160
 317
Total deferred tax assets 1,192
 1,965
Deferred tax liabilities:  
  
Prepaid pension plan expense 436
 558
MSRs 234
 358
Lease financing 366
 587
Loan fees and expenses 114
 103
Identifiable intangible assets 163
 224
Other 31
 45
Total deferred tax liabilities 1,344
 1,875
Net deferred tax asset (liability) $(152) $90

On a periodic basis, BB&T evaluates its income tax positions based on tax laws and regulations and financial reporting considerations, and records adjustments as appropriate. This evaluation takes into consideration the status of current taxing authorities’ examinations of BB&T’s tax returns, recent positions taken by the taxing authorities on similar transactions and the overall tax environment in relation to tax-advantaged transactions.reward. The following table presents changesthe fair values of the qualified pension plan assets by asset category:
December 31,
(Dollars in millions)
Target Allocation20202019
MinMaxTotalLevel 1Level 2TotalLevel 1Level 2
Cash and cash-equivalents$290 $290 $$295 $295 $
U.S. equity securities (1)30 %50 %6,587 3,531 3,056 5,336 3,629 1,707 
International equity securities11 18 1,614 360 1,254 1,752 328 1,424 
Fixed income securities35 53 5,368 11 5,357 4,629 11 4,618 
Total$13,859 $4,192 $9,667 $12,012 $4,263 $7,749 
(1)The plan may hold up to 10% of its assets in unrecognized tax benefits:Truist common stock.

  As of/ For the Year Ended December 31,
(Dollars in millions) 2017 2016 2015
Beginning balance of unrecognized tax benefits $1
 $426
 $503
Additions based on tax positions related to current year 
 
 
Additions (reductions) for tax positions of prior years 
 (5) (76)
Settlements 
 (420) (1)
Lapse of statute of limitations 
 
 (1)
Unrecognized deferred tax benefits from acquisitions 
 
 1
Ending balance of unrecognized tax benefits $1
 $1
 $426
       
Unrecognized tax benefits that would have impacted effective rate if recognized  
  
  
Federal $
 $
 $422
State 1
 1
 3
International equity securities include a common/commingled fund that consists of assets from several accounts, pooled together, to reduce management and administration costs. At December 31, 2020 and 2019, investments totaling $773 million and $341 million, respectively, have been excluded from the table above as valued based on net asset value as a practical expedient.


During 2015,Defined Contribution Plans

Truist offers a 401(k) Savings Plan and other defined contribution plans that permit teammates to contribute up to 50% of cash compensation. For full-time teammates who are 21 years of age or older with one year or more of service, Truist makes matching contributions of up to 6% of the U.S. Court of Appealsemployee's compensation. The Company's contribution expense for the Federal Circuit overturned a portion401(k) Savings Plan and nonqualified defined contribution plans totaled $272 million, $152 million and $141 million for the years ended December 31, 2020, 2019 and 2018, respectively. Certain teammates of an earlier ruling pertaining to the disallowance of foreign tax credits and other deductions claimed by a subsidiary in connection with a financing transaction, which resultedsubsidiaries participate in the recognition of a $107 million income tax benefit. During 2016,401(k) Savings Plan with different matching formulas. The Company's defined contribution plan obtained through the U.S. Supreme Court declined to hear the case, which preserved the earlier ruling and effectively concluded this matter.Merger was combined during 2020.

The Company had immaterial amounts accrued for tax-related interest and penalties at December 31, 2017 and 2016. The amount of net interest and penalties related to unrecognized tax benefits recognized in the Consolidated Statements of Income was immaterial for all periods presented. The IRS has completed its Federal income tax examinations of BB&T through 2013. Various years remain subject to examination by state taxing authorities.

NOTE 12. Benefit Plans
Defined Benefit Retirement Plans

BB&TTruist provides defined benefit retirement plans qualified under the IRC that cover most employees.teammates. Benefits are based on years of service, age at retirement and the employee's compensation during the five highest consecutive years of earnings within the last ten years of employment.

In addition, supplemental retirement benefits are provided to certain key officers under supplemental defined benefit executive retirement plans, which are not qualified under the IRC. Although technically unfunded plans, Rabbi Trusts and insurance policies on the lives of certain of the covered employees are available to finance future benefits.

The Company's defined benefit plans obtained through the Merger were combined during 2020.

The following actuarial assumptions were used to determine net periodictables present a summary of the qualified and nonqualified defined benefit pension costs forplans. On the Consolidated Balance Sheets, the qualified pension plans:
plan net asset is recorded as a component of Other assets and the nonqualified pension plans net liability is recorded as a component of Other liabilities. The data is calculated using an actuarial measurement date of December 31.
  December 31,
  2017 2016 2015
Weighted average assumed discount rate 4.43% 4.68% 4.27%
Weighted average expected long-term rate of return on plan assets 7.00
 7.00
 7.50
Assumed long-term rate of annual compensation increases 4.50
 4.50
 4.50
Year Ended December 31,
(Dollars in millions)
Location202020192018
Net periodic pension cost:   
Service costPersonnel expense$518 $214 $238 
Interest costOther expense313 233 201 
Estimated return on plan assetsOther expense(866)(480)(448)
Net amortization and otherOther expense76 111 81 
Net periodic benefit cost41 78 72 
Pre-tax amounts recognized in OCI:   
Net actuarial loss (gain)(244)34 289 
Net amortization(77)(110)(81)
Net amount recognized in OCI(321)(76)208 
Total net periodic pension costs (income) recognized in total comprehensive income, pre-tax$(280)$$280 
Weighted average assumptions used to determine net periodic pension cost:
Discount rate3.45 %4.43 %3.79 %
Expected long-term rate of return on plan assets6.90 7.00 7.00 
Assumed long-term rate of annual compensation increases4.50 4.50 4.50 
Weighted average assumptions used to determine net periodic pension cost for SunTrust plans prior to being combined:
Discount rateNA3.22 %NA
Expected long-term rate of return on plan assetsNA6.90 NA


The weighted average expected long-term rate of return on plan assets represents the average rate of return expected to be earned on plan assets over the period the benefits included in the benefit obligation are to be paid. In developing the expected rate of return, BB&TTruist considers long-term compound annualized returns of historical market data for each asset category, as well as historical actual returns on the plan assets. Using this reference information, the Company develops forward-looking return expectations for each asset category and a weighted average expected long-term rate of return for the plan based on target asset allocations contained in BB&T'sthe Company's Investment Policy Statement. For 2018,2021, the expected rate of return on plan assets is 7.0%6.7%.

Financial data relative to qualified and nonqualified defined benefit pension plans is summarized in the following tables for the years indicated. On the Consolidated Balance Sheets, the qualified pension plan prepaid asset is recorded as a component of other assets and the nonqualified pension plans accrued liability is recorded as a component of other liabilities. The data is calculated using an actuarial measurement date of December 31.
130 Truist Financial Corporation
  Year Ended December 31,
(Dollars in millions) 2017 2016 2015
Net Periodic Pension Cost:      
Service cost $200
 $186
 $176
Interest cost 192
 181
 157
Estimated return on plan assets (372) (326) (327)
Net amortization and other 75
 80
 67
Net periodic benefit cost 95
 121
 73
Pre-Tax Amounts Recognized in OCI:  
  
  
Prior service credit (cost) 30
 
 
Net actuarial loss (gain) 137
 138
 230
Net amortization (75) (80) (67)
Net amount recognized in OCI 92
 58
 163
Total net periodic pension costs (income) recognized in total comprehensive income, pre-tax $187
 $179
 $236
The following actuarial assumptions were used to determine benefit obligations:


  December 31,
  2017 2016
Weighted average assumed discount rate 3.79% 4.43%
Assumed rate of annual compensation increases 4.50
 4.50
Activity in the projected benefit obligation is presented in the following table:
Year Ended December 31,
(Dollars in millions)
Qualified PlanNonqualified Plans
2020201920202019
Projected benefit obligation, January 1$8,819 $4,697 $557 $386 
Service cost479 199 39 15 
Interest cost294 216 19 17 
Actuarial loss985 1,042 68 79 
Benefits paid(300)(135)(22)(13)
Projected benefit obligation from Merger2,800 72 
Special termination benefits
Projected benefit obligation, December 31$10,277 $8,819 $661 $557 
Accumulated benefit obligation, December 31$9,044 $7,859 $503 $432 
Weighted average assumptions used to determine projected benefit obligations:
Weighted average assumed discount rate2.94 %3.45 %2.94 %3.45 %
Assumed rate of annual compensation increases (1)3.50 4.50 3.50 4.50 
Weighted average assumptions used to determine projected benefit obligations for SunTrust plans prior to being combined:
Weighted average assumed discount rateNA3.22 %NA3.22 %
  Qualified Plan Nonqualified Plans
  Year Ended December 31, Year Ended December 31,
(Dollars in millions) 2017 2016 2017 2016
Projected benefit obligation, beginning of year $3,939
 $3,473
 $426
 $392
Service cost 188
 174
 12
 12
Interest cost 173
 163
 19
 18
Actuarial (gain) loss 576
 152
 77
 15
Benefits paid (102) (94) (12) (11)
Plan amendments 165
 
 (135) 
Acquisitions 
 71
 
 
Projected benefit obligation, end of year $4,939
 $3,939
 $387
 $426
Accumulated benefit obligation, end of year $4,198
 $3,403
 $288
 $363
(1)The assumed rate for qualified and nonqualified plans is 3.50% in 2021 and increases to 4.50% thereafter.
Effective December 31, 2017, the qualified defined benefit plan was amended and a portion of the accrued benefits of participants in the nonqualified plan were shifted to the qualified plan. Affected associates continue to participate in the nonqualified plan for benefits earned in 2017 and later. In conjunction with this shift, a minimum benefit was established under the qualified plan.


Activity in plan assets is presented in the following table:
Year Ended December 31,
(Dollars in millions)
Qualified PlanNonqualified Plans
2020201920202019
Fair value of plan assets, January 1$12,398 $5,968 $$
Actual return on plan assets2,164 1,566 
Employer contributions373 1,696 22 13 
Benefits paid(300)(135)(22)(13)
Fair value of plan assets from Merger3,303 
Fair value of plan assets, December 31$14,635 $12,398 $$
Funded status, December 31$4,358 $3,579 $(661)$(557)
  Qualified Plan Nonqualified Plans
  Year Ended December 31, Year Ended December 31,
(Dollars in millions) 2017 2016 2017 2016
Fair value of plan assets, beginning of year $5,044
 $4,369
 $
 $
Actual return on plan assets 888
 356
 
 
Employer contributions 479
 360
 13
 11
Benefits paid (102) (94) (13) (11)
Acquisitions 
 53
 
 
Fair value of plan assets, end of year $6,309
 $5,044
 $
 $
Funded status at end of year $1,370
 $1,105
 $(387) $(426)



The following are the pre-tax amounts recognized in AOCI:
Year Ended December 31,
(Dollars in millions)
Qualified PlanNonqualified Plans
2020201920202019
Prior service credit (cost)$(90)$(114)$77 $96 
Net actuarial loss(858)(1,218)(263)(217)
Net amount recognized$(948)$(1,332)$(186)$(121)
  Qualified Plan Nonqualified Plans
  Year Ended December 31, Year Ended December 31,
(Dollars in millions) 2017 2016 2017 2016
Prior service credit (cost) $(165) $
 $134
 $(1)
Net actuarial loss (1,092) (1,095) (198) (135)
Net amount recognized $(1,257) $(1,095) $(64) $(136)

The following table presents the amount expected to be amortized from AOCI into net periodic pension cost during 2018:2021:
(Dollars in millions)Qualified PlanNonqualified Plans
Net actuarial loss$$(28)
Prior service credit (cost)(25)19 
Net amount expected to be amortized$(25)$(9)
(Dollars in millions) Qualified Plan Nonqualified Plans
Net actuarial loss $(49) $(22)
Prior service credit (cost) (25) $19
Net amount expected to be amortized in 2018 $(74) $(3)


BB&TTruist makes contributions to the qualified pension plan in amounts between the minimum required for funding and the maximum amount deductible for federal income tax purposes. BB&TTruist made discretionary contributions of $144$387 million during the first quarter of 2018.2021. Management may make additional contributions in 2018.2021. For the nonqualified plans, the employer contributions are based on benefit payments.

Truist Financial Corporation 131


The following table reflects the estimated benefit payments for the periods presented:
(Dollars in millions)Qualified PlanNonqualified Plans
2021$305 $22 
2022324 23 
2023342 31 
2024360 26 
2025381 27 
2026-20302,205 160 
(Dollars in millions) Qualified Plan Nonqualified Plans
2018 $114
 $15
2019 125
 15
2020 137
 16
2021 150
 16
2022 164
 17
2023-2027 1,042
 101

BB&T'sThe Company's primary total return objective is to achieve returns that, over the long term, will fund retirement liabilities and provide for the desired plan benefits in a manner that satisfies the fiduciary requirements of the Employee Retirement Income Security Act of 1974.ERISA. The plan assets have a long-term time horizon that runs concurrent with the average life expectancy of the participants. As such, the Plan can assume a time horizon that extends well beyond a full market cycle, and can assume an above-average level of risk, as measured by the standard deviation of annual return. It is expected, however, that both professional investment management and sufficient portfolio diversification will smooth volatility and help to generate a reasonable consistency of return. The investments are broadly diversified among economic sector, industry, quality and size in order to reduce risk and to produce incremental return. Within approved guidelines and restrictions, investment managers have wide discretion over the timing and selection of individual investments.


BB&TTruist periodically reviews its asset allocation and investment policy and makes changes to its target asset allocation. BB&TTruist has established guidelines within each asset category to ensure the appropriate balance of risk and reward. ForThe following table presents the year ended December 31, 2017,fair values of the target asset allocations for thequalified pension plan assets included a range of 30% to 50% for U.S. equity securities, 11% to 18% for international equity securities, 35% to 53% for fixed income securities, and 0% to 14% for alternative investments, which include real estate, hedge funds and private equities. by asset category:
December 31,
(Dollars in millions)
Target Allocation20202019
MinMaxTotalLevel 1Level 2TotalLevel 1Level 2
Cash and cash-equivalents$290 $290 $$295 $295 $
U.S. equity securities (1)30 %50 %6,587 3,531 3,056 5,336 3,629 1,707 
International equity securities11 18 1,614 360 1,254 1,752 328 1,424 
Fixed income securities35 53 5,368 11 5,357 4,629 11 4,618 
Total$13,859 $4,192 $9,667 $12,012 $4,263 $7,749 
(1)The plan may hold up to 10% of its assets in BB&TTruist common stock.
The fair values of certain pension plan assets by asset category are reflected in the following table:
  December 31, 2017 December 31, 2016
(Dollars in millions) Total Level 1 Level 2 Total Level 1 Level 2
Cash and cash-equivalents $67
 $67
 $
 $179
 $179
 $
U.S. equity securities 2,503
 1,333
 1,170
 1,892
 1,018
 874
International equity securities 1,130
 195
 935
 839
 165
 674
Fixed income securities 2,452
 10
 2,442
 1,914
 10
 1,904
Total $6,152
 $1,605
 $4,547
 $4,824
 $1,372
 $3,452



International equity securities include a common/commingled fund that consists of assets from several accounts, pooled together, to reduce management and administration costs. Investments measured at fair value usingAt December 31, 2020 and 2019, investments totaling $773 million and $341 million, respectively, have been excluded from the table above as valued based on net asset value per share or equivalent as a practical expedient are not required to be classified in the fair value hierarchy. The pension plan held alternative investments valued using net asset values totaling $105 million and $199 million at December 31, 2017 and 2016, respectively.expedient.

Defined Contribution Plans

BB&TTruist offers a 401(k) Savings Plan and other defined contribution plans that permit employeesteammates to contribute from 1%up to 50% of their cash compensation. For full-time employeesteammates who are 21 years of age or older with one year or more of service, BB&TTruist makes matching contributions of up to 6% of the employee's compensation. BB&T'sThe Company's contribution expense for the 401(k) Savings Plan and nonqualified defined contribution plans totaled $133$272 million, $129$152 million and $114$141 million for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, respectively. Certain employeesteammates of subsidiaries participate in the 401(k) Savings Plan with different matching formulas. The Company's defined contribution plan obtained through the Merger was combined during 2020.

Equity-Based Compensation Plans

At December 31, 2020, RSAs, RSUs and PSUs were outstanding from equity-based compensation plans that have been approved by shareholders and plans assumed from acquired entities. Those plans are intended to assist the Company in recruiting and retaining teammates, directors and independent contractors and to align the interests of eligible participants with those of Truist and its shareholders.

The majority of outstanding awards and awards available to be issued relate to plans that allow for accelerated vesting of awards for holders who retire and have met all retirement eligibility requirements or in connection with certain other events. Until vested, certain of these awards are subject to forfeiture under specified circumstances. The fair value of RSUs and PSUs is based on the common stock price on the grant date less the present value of expected dividends that will be foregone during the vesting period. Substantially all awards are granted in February of each year. Grants to non-executive teammates primarily consist of RSUs.

132 Truist Financial Corporation


The following table provides a summary of the equity-based compensation plans:
December 31, 2020
Shares available for future grants (in thousands)19,815 
Vesting period, minimum1.0 year
Vesting period, maximum5.0 years

The following table presents a summary of selected data related to equity-based compensation costs:
As of / For the Year Ended December 31,
(Dollars in millions)
202020192018
Equity-based compensation expense$353 $165 $141 
Income tax benefit from equity-based compensation expense84 38 34 
Intrinsic value of options exercised, and RSUs and PSUs that vested during the year412 216 260 
Grant date fair value of equity-based awards that vested during the year420 134 139 
Unrecognized compensation cost related to equity-based awards234 274 135 
Weighted-average life over which compensation cost is expected to be recognized2.3 years2.3 years2.4 years

The following table presents the activity related to awards of RSUs, PSUs and restricted shares:
(Shares in thousands)Units/SharesWtd. Avg. Grant Date Fair Value
Nonvested at January 1, 202020,061 $46.25 
Granted7,692 47.33 
Vested(8,883)47.24 
Forfeited(782)51.22 
Nonvested at December 31, 202018,088 47.93 

Other Benefits

There are various other employment contracts, deferred compensation arrangements and non-compete covenants not to compete with selected members of management and certain retirees. These plans and their obligations are not material to the financial statements.


NOTE 13.16. Commitments and Contingencies

BB&TTruist utilizes a variety of financial instruments to meet the financing needs of clients and to reducemitigate exposure to fluctuations in interest rates.risks. These financial instruments include commitments to extend credit, letters of credit and financial guarantees and derivatives. BB&TTruist also has commitments to fund certain affordable housing investments and contingent liabilities related to certain sold loans.

Commitments to extend, originate or purchase credit are primarily lines of credit to businessesTax Credit and consumers and have specified rates and maturity dates. Many of these commitments also have adverse change clauses, which allow BB&T to cancel the commitment due to deterioration in the borrowers’ creditworthiness.Certain Equity Investments

  December 31,
(Dollars in millions) 2017 2016
Letters of credit $2,466
 $2,786
Carrying amount of the liability for letters of credit 21
 27
Investments in affordable housing projects:    
Carrying amount 1,948
 1,719
Amount of future funding commitments included in carrying amount 928
 738
Lending exposure 561
 495
Tax credits subject to recapture 471
 413
Private equity investments 471
 417
Future funding commitments to private equity investments 143
 199
Letters of credit and financial guarantees written are unconditional commitments issued by BB&T to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support borrowing arrangements, including commercial paper issuance, bond financing and similar transactions, the majority of which are to tax exempt entities. The credit risk involved in the issuance of these guarantees is essentially the same as that involved in extending loans to clients and as such, the instruments are collateralized when necessary.
BB&TCompany invests in certain affordable housing projects throughout its market area as a means of supporting local communities. BB&TTruist receives tax credits related to these investments. BB&Tinvestments, for which the Company typically acts as a limited partner in these investments and therefore does not exert control over the operating or financial policies of the partnerships. BB&TTruist typically provides financing during the construction and development of the properties; however, permanent financing is generally obtained from independent third parties upon completion of a project. Tax credits are subject to recapture by taxing authorities based on compliance features required to be met at the project level. BB&T’sTruist's maximum potential exposure to losses relative to investments in VIEs is generally limited to the sum of the outstanding balance, future funding commitments and any related loans to the entity.entity, exclusive of any potential tax recapture associated with the investments. Loans to these entities are underwritten in substantially the same manner as arethe Company's other loans and are generally secured.

BB&TAdditionally, the Company invests in other community development entities as a limited partner and/or a lender. The Company receives tax credits for its limited partner investments. The Company has determined that the majority of the related partnerships are VIEs. The Company has concluded that it is not the primary beneficiary of these investments. Truist uses the equity method of accounting for these investments.

The Company also invests in entities that promote renewable energy sources as a limited partner. Tax credits received for these investments are recorded as a reduction to the carrying value of these investments. The Company has determined that these renewable energy tax credit partnerships are VIEs. The Company has concluded that it is not the primary beneficiary of these VIEs because it does not have the power to direct the activities that most significantly impact the VIEs' financial performance and therefore, it is not required to consolidate these VIEs. The Company’s maximum exposure to loss related to these investments is limited to its equity investments in these partnerships and any additional unfunded equity commitments.
Truist Financial Corporation 133



Truist has investments in and future funding commitments related to private equity and certain other equity method investments. The majority of these investments are private equity funds that are consolidated into BB&T's financial statements. The risk exposure relating to such commitments is generally limited to the amount of investments and future funding commitments made.



BB&TThe following table summarizes certain tax credit and certain equity investments:
December 31,
(Dollars in millions)
Balance Sheet Location20202019
Investments in affordable housing projects:  
Carrying amountOther assets$3,823 $3,684 
Amount of future funding commitments included in carrying amountOther liabilities1,057 1,271 
Lending exposureNA546 647 
Renewable energy investments:
Carrying amountOther assets167 81 
Amount of future funding commitments not included in carrying amountNA76 246 
Private equity and certain other equity method investments:
Carrying amountOther assets1,574 1,556 
Amount of future funding commitments not included in carrying amountNA471 331 

The following table presents a summary of tax credits and amortization associated with the Company's tax credit investment activity:
Year Ended December 31,
(Dollars in millions)
Income Statement Location202020192018
Tax credits:
Investments in affordable housing projectsProvision for income taxes$454 $284 $262 
Other community development investmentsProvision for income taxes96 39 
Renewable energy investmentsNA159 
Amortization and other changes in carrying amount:
Investments in affordable housing projectsProvision for income taxes$455 $279 $260 
Other community development investmentsOther noninterest income81 28 
Renewable energy investmentsOther noninterest income

Letters of Credit and Financial Guarantees

Commitments to extend, originate or purchase credit are primarily lines of credit to businesses and consumers and have specified rates and maturity dates. Many of these commitments also have adverse change clauses, which allow Truist to cancel the commitment due to deterioration in the borrowers' creditworthiness. The fair values of commitments are estimated using the fees charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The fair values of guarantees and letters of credit are estimated based on the counterparties' creditworthiness and average default rates for loan products with similar risks. Consumer lending and revolving credit commitments have an immaterial fair value as Truist typically has the unconditional ability to cancel such commitments. Refer to "Note 18. Fair Value Disclosures" for additional disclosures on the RUFC.

Truist has sold certain mortgage-related loans that contain recourse provisions. These provisions generally require BB&TTruist to reimburse the investor for a share of any loss that is incurred after the disposal of the property. BB&TTruist also issues standard representations and warranties related to mortgage loan sales to GSEs. Refer to "Note 6.8. Loan Servicing" for additional disclosures related to these exposures.

Letters of credit and financial guarantees are unconditional commitments issued by Truist to guarantee the performance of a client to a third party. These guarantees are primarily issued to support borrowing arrangements, including commercial paper issuance, bond financing and similar transactions. The credit risk involved in the issuance of these guarantees is essentially the same as that involved in extending loans to clients and, as such, the instruments are collateralized when necessary.

The following is a summary of selected notional amounts of off-balance sheet financial instruments:
December 31,
(Dollars in millions)
20202019
Commitments to extend, originate or purchase credit$186,731 $177,598 
Residential mortgage loans sold with recourse328 371 
CRE mortgages serviced for others covered by recourse provisions9,019 8,676 
Letters of credit5,066 5,181 

134 Truist Financial Corporation


Derivatives

Truist enters into derivative contracts to manage various financial risks. A derivative is a financial instrument that derives its cash flows, and therefore its value, by reference to an underlying instrument, index or referenced interest rate. Derivative contracts are carried at fair value on the Consolidated Balance Sheets with the fair value representing the net present value of expected future cash receipts or payments based on market interest rates. For additional information on derivative instruments, see "Note 19. Derivative Financial Instruments."

Total Return Swaps

The Company facilitates matched book TRS transactions on behalf of clients, whereby a VIE purchases reference assets identified by a client and the Company enters into a TRS with the VIE, with a mirror-image TRS facing the client. The Company provides senior financing to the VIE in the form of demand notes to fund the purchase of the reference assets. The TRS contracts pass through interest and other cash flows on the reference assets to the third party clients, along with exposing those clients to decreases in value on the assets and providing them with the rights to appreciation on the assets. The terms of the TRS contracts require the third parties to post initial margin collateral, as well as ongoing margin as the fair values of the underlying reference assets change.

The Company concluded that the associated VIEs should be consolidated because the Company has (i) the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) the obligation to absorb losses, and the right to receive benefits, that could potentially be significant. At December 31, 2020, the Company’s Consolidated Balance Sheet reflected $1.3 billion of assets and $41 million of other liabilities of the VIEs. At December 31, 2019, the Company’s Consolidated Balance Sheet reflected $2.7 billion of assets and $116 million of other liabilities of the VIEs. Assets at December 31, 2020 and December 31, 2019 include $1.3 billion and $2.6 billion in trading loans, respectively. The activities of the VIEs are restricted to buying and selling the reference assets and the risks/benefits of any such assets owned by the VIEs are passed to the third party clients via the TRS contracts. For additional information on TRS contracts and the related VIEs, see "Note 19. Derivative Financial Instruments."

Other Commitments

Truist holds public funds in certain states that do not require 100% collateralization on public fund bank deposits. In these states, should the failure of another public fund depository institution result in a loss for the public entity, the resulting uncollateralized deposit shortfall would have to be absorbed on a pro-rata basis (based upon the public deposits held by each bank within the respective state) by the remaining financial institutions holding public funds in that state. Truist monitors deposits levels relative to the total public deposits held by all depository institutions within these states. The likelihood that the Company would have to perform under this guarantee is dependent on whether any financial institutions holding public funds default, as well as the adequacy of collateral coverage.

In the ordinary course of business, BB&TTruist indemnifies its officers and directors to the fullest extent permitted by law against liabilities arising from pending litigation. BB&TTruist also issues standard representations and warranties in underwriting agreements, merger and acquisition agreements, loan sales, brokerage activities and other similar arrangements. Counterparties in many of these indemnification arrangements provide similar indemnifications to BB&T.Truist. Although these agreements often do not specify limitations, BB&TTruist does not believe that any payments related to these guarantees would materially change the financial position or results of operations of BB&T.Truist.

Legal ProceedingsAs a member of the FHLB, Truist is required to maintain a minimum investment in capital stock. The board of directors of the FHLB can increase the minimum investment requirements in the event it has concluded that additional capital is required to allow it to meet its own regulatory capital requirements. Any increase in the minimum investment requirements outside of specified ranges requires the approval of the Federal Housing Finance Agency. Because the extent of any obligation to increase Truist's investment in the FHLB depends entirely upon the occurrence of a future event, potential future investments in the FLHB stock are not determinable.

The natureCompany utilizes the Fixed Income Clearing Corporation for trade comparisons, netting and settlement of BB&T’s business ordinarily results infixed income securities. As a certain amount of claims, litigation, investigations and legal and administrative cases and proceedings, all of which are considered incidentalGovernment Securities Division netting member, the Company has a commitment to the normal conduct of business. BB&T believes it has meritorious defensesFixed Income Clearing Corporation to the claims asserted against it inmeet its currently outstanding legal proceedings and, with respect to such legal proceedings, intends to continue to defend itself vigorously, litigating or settling cases according to management’s judgmentfinancial obligations as to what isa central counterparty clearing house in the best interests of BB&T and its shareholders.
Onevent the Fixed Income Clearing Corporation has insufficient liquidity recourses through a regular basis, liabilities and contingencies in connection with outstanding legal proceedings are assessed utilizing the latest information available. For those matters where it is probable that BB&T will incur a loss and the amount of the loss canpotential committed liquidity resource repurchase transaction. Any commitment would be reasonably estimated, a liability is recorded in the consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on at least a quarterly basis. For other matters, where a loss is not probable or the amount of the loss is not estimable, legal reserves are not accrued. While the outcome of legal proceedings is inherently uncertain, based on information currently available, advicethe Company’s share of counsel and available insurance coverage, management believes that the established legal reserves are adequate and the liabilities arising from legal proceedings will not have a material adverse effectits liquidity burden on the consolidatedFixed Income Clearing Corporation. Truist does not believe that any payments related to these guarantees would materially change the financial position consolidatedor results of operations or consolidated cash flows. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to the consolidated financial position, consolidated results of operations or consolidated cash flows of BB&T.Truist.
Truist Financial Corporation 135


Pledged Assets

Certain assets were pledged to secure municipal deposits, securities sold under agreements to repurchase, certain derivative agreements, and borrowings andor borrowing capacity, subject to any applicable asset discount, at the FHLB and FRB as well as for other purposes as required or permitted by law. Assets pledged to the FHLB and FRB are subject to applicable asset discounts when determining borrowing capacity. The Company obtains secured financing and letters of credit from the FRB and FHLB. The Company’s letters of credit from the FHLB can be used to secure various client deposits, including public fund relationships. Excluding assets related to employee benefit plans, the majority of the agreements governing the pledged assets do not permit the other party to sell or repledge the collateral. Additional assets were pledged to the FRB of Richmond in the first quarter of 2020 following the Merger. The following table provides the total carrying amount of pledged assets by asset type,type.
December 31,
(Dollars in millions)
20202019
Pledged securities$24,974 $11,283 
Pledged loans:
FRB75,615 30,238 
FHLB69,994 80,816 
Unused borrowing capacity:
FRB52,831 21,169 
FHLB52,274 37,303 

Litigation and Regulatory Matters

Truist and/or its subsidiaries are routinely parties to numerous legal proceedings, including private, civil litigation and regulatory investigations, arising from the ordinary conduct of its regular business activities. The matters range from individual actions involving a single plaintiff to class action lawsuits with multiple class members and can involve claims for substantial amounts. Investigations involve both formal and informal proceedings, by both governmental agencies and self-regulatory organizations. These legal proceedings are at varying stages of adjudication, arbitration or investigation and may consist of a variety of claims, including common law tort and contract claims and statutory antitrust, securities and consumer protection claims, and the ultimate resolution of any proceeding is uncertain and inherently difficult to predict. It is possible that the ultimate resolution of these matters, if unfavorable, may be material to the consolidated financial position, consolidated results of operations, or consolidated cash flows of Truist.

In accordance with the provisions of U.S. GAAP for contingencies, Truist establishes accruals for legal matters when potential losses associated with the actions become probable and the amount of loss can be reasonably estimated. There is no assurance that the ultimate resolution of these matters will not significantly exceed the amounts that Truist has accrued. Accruals for legal matter are based on management’s best judgment after consultation with counsel and others, as warranted.

The Company’s estimate of reasonably possible losses, in excess of amounts accrued, ranges from 0 to approximately $200 million as of December 31, 2020. This estimated range is based upon currently available information and involves considerable judgment, given that claims often include significant legal uncertainties, damages alleged by plaintiffs are often unspecified or overstated, discovery may not have started or may not be complete, and material facts may be disputed or unsubstantiated, among other factors. In addition, the matters underlying this estimated range will change from time to time, and actual losses may vary significantly from this estimate. As a result, the Company does not believe that an estimate of reasonably possible losses can be made for certain matters. Such matters are not reflected in the range provided here.

The following is a description of certain legal proceedings in which Truist is involved:

Bickerstaff v. SunTrust Bank

This class action case was filed in the majority are pursuantFulton County State Court on July 12, 2010, and an amended complaint was filed on August 9, 2010. Plaintiff asserts that all overdraft fees charged to agreements that do not permit the other party to sell or repledge the collateral. Assetshis account which related to employee benefit plansdebit card and ATM transactions are excludedactually interest charges and therefore subject to the usury laws of Georgia. Plaintiff has brought claims for violations of civil and criminal usury laws, conversion, and money had and received. On October 6, 2017, the trial court granted plaintiff's motion for class certification and defined the class as "Every Georgia citizen who had or has one or more accounts with SunTrust Bank and who, from July 12, 2006, to October 6, 2017 (i) had at least one overdraft of $500.00 or less resulting from an ATM or debit card transaction (the "Transaction"); (ii) paid any Overdraft Fees as a result of the following table.Transaction; and (iii) did not receive a refund of those Fees" and the granting of a certified class was affirmed on appeal. On April 8, 2020, the Company filed a motion seeking to narrow the scope of this class and on May 29, 2020, it filed a renewed motion to compel arbitration of the claims of some of the class members. On February 9, 2021, the trial court denied both motions as premature but held that the issues could be raised again after the conclusion of discovery, which is currently underway. The Company believes that the claims are without merit.

136 Truist Financial Corporation
  December 31,
(Dollars in millions) 2017 2016
Pledged securities $14,636
 $15,549
Pledged loans 74,718
 75,015



NOTE 14.17. Regulatory Requirements and Other Restrictions

Branch Bank is required by the FRB to maintain reserve balances in the form of vault cash or deposits with the FRB based on specified percentages of certain deposit types, subject to various adjustments. At December 31, 2017, the net reserve requirement was met with vault cash.
BranchTruist Bank is subject to laws and regulations that limit the amount of dividends it can pay. In addition, both BB&TTruist and BranchTruist Bank are subject to various regulatory restrictions relating to the payment of dividends, including requirements to maintain capital at or above regulatory minimums, and to remain "well-capitalized" under the prompt corrective action regulations. BB&T does not expect that any of these laws, regulations or policies will materially affect the ability of Branch Bank to pay dividends.


BB&TTruist is subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory—mandatory and possibly additional discretionary—discretionary actions by regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated pursuant to regulatory directives. BB&T’sTruist's capital amounts and classification also are subject to qualitative judgments by the regulators about components, risk weightings and other factors. BB&TTruist is in full compliance with these requirements. Banking regulations also identify five capital categories for IDIs: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. At December 31, 20172020 and 2016, BB&T2019, Truist and BranchTruist Bank were classified as "well-capitalized," and management believes that no events or changes have occurred subsequent to year end that would change this designation.

Quantitative measures established by regulation to ensure capital adequacy require BB&TTruist to maintain minimum ratios of CET1 ratio of 4.5%, Tier 1 andcapital ratio of 6.0%, Total Capital (as defined in the regulations)capital to risk-weighted assets (as defined)ratio of 8.0%, and of Tier 1 capital to average tangible assets (leverage ratio) of 4.0% and supplementary leverage ratio of 3.0%. Truist is subject to a 2.7% SCB that became applicable on October 1, 2020. Truist Bank is subject to a 2.5% capital conservation buffer. The SCB and capital conservation buffer are amounts above the minimum levels designed to ensure that banks remain well-capitalized, even in adverse economic scenarios.

Risk-based capital ratios, which include CET1, Tier 1 Capitalcapital and Total Capital,capital, are calculated based on regulatory guidance related to the measurement of capital and risk-weighted assets.
December 31,
(Dollars in millions)
20202019
RatioAmountRatioAmount
Truist Financial Corporation
CET110.0 %$37,869 9.5 %$35,643 
Tier 1 capital12.1 45,915 10.8 40,743 
Total capital14.5 55,011 12.6 47,511 
Leverage (1)9.6 45,915 14.7 40,743 
Supplementary leverage (2)8.7 45,915 NANA
Truist Bank
CET111.0 40,642 10.6 38,739 
Tier 1 capital11.0 40,642 10.6 38,739 
Total capital13.0 47,882 12.0 43,984 
Leverage (1)8.7 40,642 14.5 38,739 
Supplementary leverage (2)7.5 40,642 NANA
  December 31, 2017 December 31, 2016
  Actual Capital Capital Requirements Actual Capital Capital Requirements
(Dollars in millions) Ratio Amount Minimum Well-Capitalized Ratio Amount Minimum Well-Capitalized
CET1 Capital:      
          
BB&T Corporation 10.2% $18,051
 $7,975
 $11,519
 10.2% $18,050
 $7,926
 $11,449
Branch Bank 11.3
 19,480
 7,752
 11,197
 11.5
 19,839
 7,730
 11,166
Tier 1 Capital:              
  
BB&T Corporation 11.9
 21,102
 10,633
 14,177
 12.0
 21,102
 10,568
 14,091
Branch Bank 11.3
 19,480
 10,336
 13,781
 11.5
 19,839
 10,307
 13,743
Total Capital:          
  
  
  
BB&T Corporation 13.9
 24,653
 14,177
 17,722
 14.1
 24,872
 14,091
 17,614
Branch Bank 13.3
 22,915
 13,781
 17,226
 13.6
 23,289
 13,743
 17,179
Leverage Capital:          
  
  
  
BB&T Corporation 9.9
 21,102
 8,567
 10,708
 10.0
 21,102
 8,460
 10,576
Branch Bank 9.4
 19,480
 8,315
 10,394
 9.6
 19,839
 8,249
 10,311
(1)The leverage ratio is calculated using end of period Tier 1 capital and quarterly average tangible assets. The timing of the Merger impacted the 4Q19 result.
(2)Truist became subject to the supplementary leverage ratio as of January 1, 2020.

As an approved seller/servicer, BranchTruist Bank is required to maintain minimum levels of capital, as specified by various agencies, including the U.S. Department of Housing and Urban Development, GNMA, FHLMC and FNMA. At December 31, 20172020 and 2016, Branch Bank’s2019, Truist Bank's capital was above all required levels.

Truist Financial Corporation 137



NOTE 15. Parent Company Financial Statements
Parent Company - Condensed Balance Sheets December 31,
(Dollars in millions) 2017 2016
Assets:    
Cash and due from banks $13
 $21
Interest-bearing deposits with banks 6,365
 7,094
AFS securities at fair value 133
 134
HTM securities at amortized cost 1
 1
Advances to / receivables from subsidiaries:    
Banking 2,454
 850
Nonbank 3,664
 2,981
Total advances to / receivables from subsidiaries 6,118
 3,831
Investment in subsidiaries:    
Banking 27,846
 28,444
Nonbank 1,373
 1,279
Total investment in subsidiaries 29,219
 29,723
Other assets 66
 131
Total assets $41,915
 $40,935
     
Liabilities and Shareholders' Equity:    
Short-term borrowings $7
 $46
Long-term debt 12,042
 10,836
Accounts payable and other liabilities 171
 127
Total liabilities 12,220
 11,009
Total shareholders' equity 29,695
 29,926
Total liabilities and shareholders' equity $41,915
 $40,935

Parent Company - Condensed Income and Comprehensive Income Statements Year Ended December 31,
(Dollars in millions) 2017 2016 2015
Income:  
    
Dividends from subsidiaries:      
Banking $1,950
 $1,350
 $1,600
Nonbank 40
 6
 411
Total dividends from subsidiaries 1,990
 1,356
 2,011
Interest and other income from subsidiaries 112
 73
 64
Other income 2
 3
 3
Total income 2,104
 1,432
 2,078
Expenses:  
  
  
Interest expense 227
 160
 165
Other expenses 83
 56
 103
Total expenses 310
 216
 268
Income before income taxes and equity in undistributed earnings of subsidiaries 1,794
 1,216
 1,810
Income tax benefit 63
 38
 40
Income before equity in undistributed earnings of subsidiaries 1,857
 1,254
 1,850
Equity in undistributed earnings of subsidiaries in excess of dividends from subsidiaries 558
 1,188
 273
Net income 2,415
 2,442
 2,123
Total OCI (88) (104) (277)
Total comprehensive income $2,327
 $2,338
 $1,846


Parent Company - Statements of Cash Flows Year Ended December 31,
(Dollars in millions) 2017 2016 2015
Cash Flows From Operating Activities:  
    
Net income $2,415
 $2,442
 $2,123
Adjustments to reconcile net income to net cash from operating activities:      
Equity in earnings of subsidiaries in excess of dividends from subsidiaries (558) (1,188) (273)
Other, net 
 (14) 35
Net cash from operating activities 1,857
 1,240
 1,885
Cash Flows From Investing Activities:  
  
  
Proceeds from maturities, calls and paydowns of AFS securities 29
 27
 49
Purchases of AFS securities (29) (31) (21)
Proceeds from maturities, calls and paydowns of HTM securities 
 2
 27
Investment in subsidiaries 1,100
 (85) 17
Advances to subsidiaries (6,958) (7,719) (7,461)
Proceeds from repayment of advances to subsidiaries 4,671
 6,975
 6,831
Net cash from acquisitions and divestitures 
 (254) (595)
Other, net 1
 
 
Net cash from investing activities (1,186) (1,085) (1,153)
Cash Flows From Financing Activities:  
  
  
Net change in short-term borrowings (39) (60) 30
Net change in long-term debt 1,319
 465
 (92)
Repurchase of common stock (1,613) (520) 
Net cash from common stock transactions in connection with equity awards 108
 218
 68
Net proceeds from preferred stock issued 
 450
 
Cash dividends paid on common and preferred stock (1,179) (1,092) (937)
Other, net (4) 7
 
Net cash from financing activities (1,408) (532) (931)
Net Change in Cash and Cash Equivalents (737) (377) (199)
Cash and Cash Equivalents at Beginning of Period 7,115
 7,492
 7,691
Cash and Cash Equivalents at End of Period $6,378
 $7,115
 $7,492

The transfer of funds in the form of dividends, loans or advances from bank subsidiaries to the Parent Company is restricted. Federal law requires loans to the Parent Company or its affiliates to be secured and at market terms and generally limits loans to the Parent Company or an individual affiliate to 10% of Branch Bank’s unimpaired capital and surplus. In the aggregate, loans to the Parent Company and all affiliates cannot exceed 20% of the bank’s unimpaired capital and surplus.
Dividend payments to the Parent Company by Branch Bank are subject to regulatory review and statutory limitations and, in some instances, regulatory approval. In general, dividends from Branch Bank to the Parent Company are limited by rules which compare dividends to net income for regulatory-defined periods. Furthermore, dividends are restricted by regulatory minimum capital constraints.
NOTE 16.18. Fair Value Disclosures

Recurring Fair Value Measurements

Accounting standards define fair value as the exchange price that would be received on the measurement date to sell an asset or the price paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants, with a three level measurement hierarchy:

Level 1: Quoted prices for identical instruments in active markets
Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets
Level 3: Valuations derived from valuation input hierarchy.techniques in which one or more significant inputs are unobservable


The following tables present fair value information for assets and liabilities measured at fair value on a recurring basis:
December 31, 2020
(Dollars in millions)
TotalLevel 1Level 2Level 3Netting Adjustments (1)
Assets:    
Trading assets:
U.S. Treasury$793 $$793 $$— 
GSE164 164 — 
Agency MBS - residential599 599 — 
Agency MBS - commercial21 21 — 
States and political subdivisions34 34 — 
Corporate and other debt securities545 545 — 
Loans1,586 1,586 — 
Other130 123 — 
Total trading assets3,872 123 3,749 — 
AFS securities: 
U.S. Treasury1,746 1,746 — 
GSE1,917 1,917 — 
Agency MBS - residential113,541 113,541 — 
Agency MBS - commercial3,057 3,057 — 
States and political subdivisions493 493 — 
Other34 34 — 
Total AFS securities120,788 120,788 — 
LHFS at fair value4,955 4,955 — 
MSRs at fair value2,023 2,023 — 
Other assets:
Derivative assets3,837 752 4,903 186 (2,004)
Equity securities1,054 996 58 — 
Total assets$136,529 $1,871 $134,453 $2,209 $(2,004)
Liabilities:    
Derivative liabilities$555 $386 $3,263 $14 $(3,108)
Securities sold short1,115 1,112 — 
Total liabilities$1,670 $389 $4,375 $14 $(3,108)
138 Truist Financial Corporation


December 31, 2017        
(Dollars in millions) Total Level 1 Level 2 Level 3
December 31, 2019
(Dollars in millions)
December 31, 2019
(Dollars in millions)
TotalLevel 1Level 2Level 3Netting Adjustments (1)
Assets:  
  
  
  
Assets:    
Trading securities $633
 $363
 $270
 $
Trading assets:Trading assets:
U.S. TreasuryU.S. Treasury$227 $$227 $$— 
GSEGSE296 296 — 
Agency MBS - residentialAgency MBS - residential497 497 — 
Agency MBS - commercialAgency MBS - commercial68 68 — 
States and political subdivisionsStates and political subdivisions82 82 — 
Non-agency MBSNon-agency MBS277 277 — 
Corporate and other debt securitiesCorporate and other debt securities1,204 1,204 — 
LoansLoans2,948 2,948 — 
OtherOther134 90 44 — 
Total trading assetsTotal trading assets5,733 90 5,643 — 
AFS securities:  
      AFS securities:    
U.S. Treasury 2,291
 
 2,291
 
U.S. Treasury2,276 2,276 — 
GSE 179
 
 179
 
GSE1,881 1,881 — 
Agency MBS 20,101
 
 20,101
 
Agency MBS - residentialAgency MBS - residential68,236 68,236 — 
Agency MBS - commercialAgency MBS - commercial1,341 1,341 — 
States and political subdivisions 1,392
 
 1,392
 
States and political subdivisions585 585 — 
Non-agency MBS 576
 
 144
 432
Non-agency MBS368 368 — 
Other 8
 6
 2
 
Other40 40 — 
Total AFS securities 24,547
 6
 24,109
 432
Total AFS securities74,727 74,359 368 — 
LHFS 1,099
 
 1,099
 
LHFS5,673 5,673 — 
MSRs 1,056
 
 
 1,056
MSRs2,618 2,618 — 
Derivative assets: 

      
Interest rate contracts 440
 
 434
 6
Foreign exchange contracts 3
 
 3
 
Total derivative assets 443
 
 437
 6
Other assets:Other assets:    
Derivative assetsDerivative assets2,053 606 3,620 34 (2,207)
Equity securitiesEquity securities817 815 — 
Private equity investments 404
 
 
 404
Private equity investments440 440 — 
Total assets $28,182
 $369
 $25,915
 $1,898
Total assets$92,061 $1,511 $89,297 $3,460 $(2,207)
Liabilities:  
  
  
  
Liabilities:    
Derivative liabilities:  
  
  
  
Interest rate contracts $708
 $
 $705
 $3
Foreign exchange contracts 6
 
 6
 
Total derivative liabilities 714
 
 711
 3
Derivative liabilitiesDerivative liabilities$366 $204 $3,117 $15 $(2,970)
Securities sold short 120
 
 120
 
Securities sold short1,074 18 1,056 — 
Total liabilities $834
 $
 $831
 $3
Total liabilities$1,440 $222 $4,173 $15 $(2,970)
(1)Refer to "Note 19. Derivative Financial Instruments" for additional discussion on netting adjustments.
December 31, 2016        
(Dollars in millions) Total Level 1 Level 2 Level 3
Assets:  
  
  
  
Trading securities $748
 $324
 $424
 $
AFS securities:  
      
U.S. Treasury 2,587
 
 2,587
 
GSE 180
 
 180
 
Agency MBS 21,264
 
 21,264
 
States and political subdivisions 2,205
 
 2,205
 
Non-agency MBS 679
 
 172
 507
Other 11
 8
 3
 
Total AFS securities 26,926
 8
 26,411
 507
LHFS 1,716
 
 1,716
 
MSRs 1,052
 
 
 1,052
Derivative assets:  
      
Interest rate contracts 814
 
 807
 7
Foreign exchange contracts 8
 
 8
 
Total derivative assets 822
 
 815
 7
Private equity investments 362
 
 
 362
Total assets $31,626
 $332
 $29,366
 $1,928
Liabilities:  
  
  
  
Derivative liabilities:  
  
  
  
Interest rate contracts $998
 $
 $978
 $20
Foreign exchange contracts 5
 
 5
 
Total derivative liabilities 1,003
 
 983
 20
Securities sold short 137
 
 137
 
Total liabilities $1,140
 $
 $1,120
 $20

At December 31, 2020, investments totaling $314 million have been excluded from the table above as valued based on net asset value as a practical expedient.


The following discussion focuses on the valuation techniques and significant inputs for Level 2 and Level 3 assets and liabilities.liabilities that are measured at fair value on a recurring basis.

A third-partyAvailable for Sale and Trading Securities: Securities accounted for at fair value include both the available-for-sale and trading portfolios. The Company uses prices obtained from pricing service is generally utilized in determiningservices, dealer quotes or recent trades to estimate the fair value of thesecurities. The majority of AFS securities portfolio.were priced by third party vendors whereas trading securities are priced internally. The AFS securities and trading securities are subject to IPV. Management independently evaluates the fair values provided by the pricing serviceof AFS Securities and trading securities through comparisons to other external pricing sources, review of additional information provided by the pricing service and other third party sources for selected securities and back-testing to compare the price realized on any security sales to the daily pricing information received from the pricing service. Fair value measurements for trading securities are derived from observable market-based pricing matrices that were developed using observable inputs that include benchmark yields, benchmarkinformation including, but not limited to, overall market conditions, recent trades, comparable securities, reported trades, offers, bids, issuer spreadsbroker quotes and broker quotes. FINRA’s Trade Reporting and Compliance Engine data when determining the value of a position. Security prices are also validated through actual cash settlement upon the sale of a security.

As described by security type below, additional inputs may be used, or some inputs may not be applicable. In

Truist Financial Corporation 139


Trading loans: The Company has elected to measure trading loans at fair value. Trading loans are valued primarily using quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active by a third party pricing service. Trading loans include:

loans held in connection with the event that market observable data was not available, which would generally occur due to the lack of an active market for a given security, the valuation of the security would be subjective and may involve substantial judgment by management.
Trading securities: Trading securities include various types of debt and equity securities,Company's trading business primarily consisting of debt securities issuedcommercial and corporate leveraged loans;
SBA loans guaranteed by the U.S. Treasury, GSEs,government; and
loans made or states and political subdivisions. The valuation techniques used for these investments are more fully discussed below.acquired in connection with the Company’s TRS business.

U.S. Treasury securities: Treasury securities are valued using quoted prices in active over the counterover-the-counter markets.

GSE securities and agency MBS: GSE securities consist of debt obligations issued by HUD, the FHLB, and other agencies, as well as securities collateralized by loans that are guaranteed by the SBA, and thus, are backed by the full faith and credit of the U.S. government. Agency MBS includes pass-through securities and CMO issued by GSEs and U.S. government agencies, such as FNMA, FHLMC, and GNMA. Each security contains a guarantee by the issuing GSE or agency. GSE pass-through securities are valued using market-based pricing matrices that reference observable inputs including benchmark TBA security pricing and yield curves that were estimated based on U.S. Treasury yields and certain floating rate indices. The pricing matrices for these securities may also give consideration to pool-specific data supplied directly by the GSE. GSE CMOs are valued using market-based pricing matrices that are based on observable inputs including offers, bids, reported trades, dealer quotes and market research reports, the characteristics of a specific tranche, market convention prepayment speeds and benchmark yield curves as described above.

States and political subdivisions: The Company’s investments in U.S. states and political subdivisions include obligations of county and municipal authorities and agency bonds, which are general obligations of the municipality or are supported by a specified revenue source. Holdings are geographically dispersed, with no significant concentrations in any one state or municipality. Additionally, all municipal obligations are highly rated or are otherwise collateralized by securities backed by the full faith and credit of the federal government. These securities are valued using market-based pricing matrices that reference observable inputs including MSRB reported trades, issuer spreads, material event notices and benchmark yield curves.


Non-agency MBS: Pricing No non-agency MBS were held as of December 31, 2020. As of December 31, 2019, Non-agency MBS in the trading portfolio included purchased interests in third party securitizations that have a high investment grade rating, and the pricing matrices for these securities arewere based on observable inputs including offers, bids, reported trades, dealer quotes and market research reports, the characteristics of a specific tranche, market convention prepayment speeds and benchmark yield curves as described above.above; as such, these securities were classified as level 2. Non-agency MBS also includein the AFS securities portfolio included investments in Re-REMIC trusts that primarily hold U.S. Treasury securities and non-agency MBS, which arewere valued based on broker pricing models that use baseline securities yields and tranche-level yield adjustments to discount cash flows modeled using market convention prepayment speed and default assumptions. These investments were classified as level 3.


OtherCorporate and other debt securities: These securities consist primarily of mutual fundscorporate bonds and corporate bonds.commercial paper. Corporate bonds are senior and subordinated debt obligations of domestic corporations. The Company acquires commercial paper that is generally short-term in nature and highly rated. These securities are valued based on a review of quoted market prices for similar assets as well as through the various other inputs discussed previously.

LHFS: Certain mortgage loans that are originated to be sold to investors which are carried at fair value. The fair value is primarily based on quoted market prices for securities backed by similar types of loans.loans, adjusted for servicing, interest rate risk, and credit risk. The changes in fair value of these assets are largely driven by changes in interest rates subsequent to loan funding and changes in the fair value of servicing associated with the mortgage LHFS.

MSRs:Residential MSRs are valued using an OAS valuation model to project cash flows over multiple interest rate scenarios whichand then are then discounted at risk-adjusted rates. The model considers portfolio characteristics, contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. Fair value estimates and assumptions are compared to industry surveys, recent market activity, actual portfolio experience and, when available, other observable market data. Commercial MSRs are valued using a cash flow valuation model that calculates the present value of estimated future net servicing cash flows. BB&TThe Company considers actual and expected loan prepayment rates, discount rates, servicing costs and other economic factors that are determined based on current market conditions. Refer to "Note 8. Loan Servicing" for additional discussion.

140 Truist Financial Corporation


Derivative assets and liabilities: The Company holds derivative instruments for both trading and risk management purposes. These include exchange-traded futures or option contracts, OTC swaps, options, forwards and interest rate lock commitments. The fair values of derivatives are determined based on quoted market prices and internal pricing models that use market observable data.assumptions for interest rates, foreign exchange, equity and credit. The fair values of interest rate lock commitments, which are related to mortgage loan commitments and are categorized as Level 3, are based on quoted market prices adjusted for commitments that are not expected to fund and include the value attributable to the net servicing fees.
Private equity investments: Private equity investments Funding rates are measured at fair value based on the investment’s net asset value. Company’s historical data. The fair value attributable to servicing is based on discounted cash flows, and is impacted by prepayment assumptions, discount rates, delinquency rates, contractually-specified servicing fees, servicing costs and underlying portfolio characteristics.

Equity securities: Equity securities primarily consist of exchange-traded securities and are valued using quoted prices in active markets.

Private equity investments: In many cases there are no observable market values for these investments and therefore management must estimate the fair value based on a comparison of the operating performance of the companyinvestee to multiples in the marketplace for similar entities. This analysis requires significant judgment, and actual values in a sale could differ materially from those estimated.


Securities sold short:Securities sold short represent debt securities sold short that are entered into as a hedging strategy for the purposes of supporting institutional and retail client trading activities. The fair value of securities sold short is determined in the same manner as trading securities.

The following table summarizes activityActivity for Level 3 assets and liabilities:liabilities is summarized below:
 
(Dollars in millions)
Trading AssetsNon-agency MBSMSRsNet DerivativesPrivate Equity Investments
Balance at January 1, 2018$$432 $1,056 $$404 
Total realized and unrealized gains (losses):
Included in earnings71 11 66 
Purchases91 
Issuances152 24 
Sales(2)(112)
Settlements(50)(171)(26)(56)
Balance at December 31, 2018391 1,108 12 393 
Total realized and unrealized gains (losses):   
Included in earnings13 (105)63 47 
Included in unrealized net holding gains (losses) in OCI
Purchases23 31 (1)137 
Issuances170 63 
Sales(26)(27)(91)
Settlements(40)(164)(118)(46)
Transfers into Level 3(10)
Merger additions1,605 10 
Balance at December 31, 2019368 2,618 19 440 
Total realized and unrealized gains (losses):
Included in earnings306 (550)467 
Included in unrealized net holding gains (losses) in OCI(178)
Purchases27 
Issuances711 780 
Sales(481)
Settlements(15)(756)(1,094)(21)
Transfers out of level 3 and other(448)
Balance at December 31, 2020$$$2,023 $172 $
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held at December 31, 2020$$$(535)$179 $
Primary income statement location of realized gains (losses) included in earningsNet interest incomeGain on sale of securitiesResidential mortgage income and Commercial real estate related incomeResidential mortgage income and Commercial real estate related incomeOther income

Truist Financial Corporation 141


  Non-agency MBS MSRs Net Derivatives Private Equity Investments
(Dollars in millions)    
Balance at January 1, 2015 $745
 $844
 $17
 $329
Total realized and unrealized gains (losses):  
  
  
  
Included in earnings (1) 23
 10
 81
 49
Included in unrealized holding gains (losses) in OCI (45) 
 
 
Purchases 
 
 1
 81
Issuances 
 156
 74
 
Sales 
 
 
 (132)
Settlements (97) (130) (169) (38)
Transfers into Level 3 
 
 
 
Transfers out of Level 3 
 
 
 
Balance at December 31, 2015 626
 880
 4
 289
Total realized and unrealized gains (losses):  
  
  
  
Included in earnings (1) 25
 63
 97
 20
Included in unrealized net holding gains (losses) in OCI (45) 
 
 
Purchases 
 
 
 106
Issuances 
 146
 82
 
Sales 
 
 
 (4)
Settlements (99) (160) (196) (49)
Transfers into Level 3 
 
 
 
Transfers out of Level 3 
 
 
 
Adoption of fair value option for commercial MSRs 
 123
 
 
Balance at December 31, 2016 507
 1,052
 (13) 362
Total realized and unrealized gains (losses):  
  
  
  
Included in earnings (1) 36
 48
 38
 58
Included in unrealized net holding gains (losses) in OCI (40) 
 
 
Purchases 
 
 
 142
Issuances 
 124
 43
 
Sales 
 
 
 (119)
Settlements (71) (168) (65) (26)
Transfers into Level 3 
 
 
 
Transfers out of Level 3 
 
 
 (13)
Balance at December 31, 2017 $432
 $1,056
 $3
 $404
         
Change in unrealized gains (losses) included in earnings for the year attributable to assets and liabilities still held at December 31, 2017 $35
 $48
 $3
 $12
(1)Amounts related to non-agency MBS are included in interest income, amounts related to MSRs and net derivatives are primarily included in mortgage banking income and amounts related to private equity investments are included in other income in the Consolidated Statements of Income.

BB&T’s policy is to recognize transfers between levels as of the end of a reporting period. Transfers in and out of Level 3 are shown in the preceding tables. There were no transfers between Level 1 and Level 2 during 2017, 2016 or 2015.

TheDuring 2020, Truist sold non-agency MBS previously categorized as Level 3 representthat represented ownership interestinterests in various tranches of Re-REMIC trusts. These securities are valued at a discount, which is unobservable in the market, to the fair value of the underlying securities owned by the trusts. The Re-REMIC tranches dodid not have an active market and therefore arewere categorized as Level 3. At December 31, 2017,

During 2020, as a result of a change in control of the funds’ manager, the Company deconsolidated certain SBIC funds for which it had previously concluded that it was the primary beneficiary. Following the deconsolidation, the investments in SBIC funds are valued based on net asset value per unit, as provided by the fund manager as a practical expedient, which approximates the fair value, of the Re-REMIC non-agency MBS represented a discount of 21.1% toand have not been classified in the fair value ofhierarchy. The SBIC funds in which the underlying securities owned by the Re-REMIC trusts.


The majority of private equity investments are in SBIC qualified funds, whichCompany invests primarily focus on equity and subordinated debt investments in privately-held middle market companies. The majority of these VIE investments are not redeemable and distributions are received as the underlying assets of the funds liquidate. The timing of distributions, which are expected to occur on various dates on an approximately ratable basis through 2026,over the next 10 years, is uncertain and dependent on various events such as recapitalizations, refinance transactions and ownership changes among others. As of December 31, 2017,2020, restrictions on the ability to sell the investments include, but are not limited to, consent of a majority memberof members or general partner approval for transfer of ownership. BB&T’sThese investments are spread over numerous privately-held middle market companies, and thus the sensitivity to a change in fair value for any single investment is limited. The significant unobservable

Refer to "Note 8. Loan Servicing" for additional information on valuation techniques and inputs for these investments are EBITDA multiples that ranged from 5x to 14x, with a weighted average of 9x, at December 31, 2017.MSRs.


Fair Value Option

The following table details the fair value and UPB of LHFS that were elected to be carriedmeasured at fair value:value. Trading loans, included in other trading assets, were also elected to be measured at fair value.
December 31,
(Dollars in millions)
20202019
Fair ValueUPBDifferenceFair ValueUPBDifference
Trading loans$1,586 $1,619 $(33)$2,948 $2,982 $(34)
LHFS at fair value4,955 4,736 219 5,673 5,563 110 
  December 31, 2017 December 31, 2016
(Dollars in millions) Fair Value Aggregate UPB Difference Fair Value Aggregate UPB Difference
LHFS reported at fair value $1,099
 $1,084
 $15
 $1,716
 $1,736
 $(20)

Nonrecurring Fair Value Measurements
Excluding government guaranteed, LHFS that were in nonaccrual status or 90 days or more past due and still accruing interest were not material at December 31, 2017.

The following table provides information about certain financial assets measured at fair value on a nonrecurring basis, which are primarily collateral dependent and may be subject to liquidity adjustments.basis. The carrying values represent end of period values, which approximate the fair value measurements that occurred on the various measurement dates throughout the period. The valuation adjustments represent the amounts recorded during the period regardless of whether the asset is still held at period end. These assets are considered to be Level 3 assets (excludes(2019 excludes PCI).
20202019
As of / For The Year Ended December 31,
(Dollars in millions)
Carrying ValueValuation AdjustmentsCarrying ValueValuation Adjustments
LHFS$979 $(101)$2,700 $(17)
Loans and leases142 (52)95 (23)
Other92 (175)84 (253)

LHFS with valuation adjustments in the table above consisted primarily of residential mortgages and commercial loans that were valued using market prices and measured at the lower of cost or market. LHFS as of December 31, 2020 includes the small ticket loan and lease portfolio. The table above excludes $125 million of LHFS carried at cost at December 31, 2020 that did not require a valuation adjustment during the period. The remainder of LHFS is carried at fair value. Excluding government guaranteed loans, the Company held $5 million in nonperforming LHFS at December 31, 2020 and $107 million of nonperforming LHFS at December 31, 2019. LHFS that were 90 days or more past due and still accruing interest were not material at December 31, 2020.Loans and leases are primarily collateral dependent and may be subject to liquidity adjustments. Refer to "Note 1. Basis of Presentation" for additional discussion of individually evaluated loans and leases. Other includes foreclosed real estate, other foreclosed property, ROU assets, premises and equipment and OREO, and consists primarily of residential homes, commercial properties, vacant lots and automobiles. ROU assets are measured based on the fair value of the assets, which considers the potential for future sublease income. The remaining assets are measured at the lower of cost or fair value less costs to sell.

142 Truist Financial Corporation


  As Of / For the Year Ended
  December 31, 2017 December 31, 2016
(Dollars in millions) Carrying Value Valuation Adjustments Carrying Value Valuation Adjustments
Impaired loans $163
 $(22) $278
 $(89)
Foreclosed real estate 32
 (255) 50
 (221)
Financial Instruments Not Recorded at Fair Value

For financial instruments not recorded at fair value, estimates of fair value are based on relevant market data and information about the instrument.instruments. Values obtained relate to one trading unit without regard to any premium or discount that may result from concentrations of ownership, possible tax ramifications, estimated transaction costs that may result from bulk sales or the relationship between various instruments.

An active market does not exist for certain financial instruments. Fair value estimates for these instruments are based on current economic conditions currency and interest rate risk characteristics, loss experience and other factors. Many of these estimates involve uncertainties and matters of significant judgment and cannot be determined with precision. Therefore, the fair value estimates in many instances cannot be substantiated by comparison to independent markets and, in many cases, may not be realizable in a current sale of the instrument.markets. In addition, changes in assumptions could significantly affect these fair value estimates. The following assumptions were used to estimate the fair value of these financial instruments.
Cash and cash equivalents and restricted cash: For these short-term instruments, the carrying amounts are a reasonable estimate of fair values.
HTM securities: The fair values of HTM securities are based on a market approach using observable inputs such as benchmark yields and securities, TBA prices, reported trades, issuer spreads, current bids and offers, monthly payment information and collateral performance.
Loans receivable: The fair values for loans are estimated using discounted cash flow analyses, applying interest rates currently being offered for loans with similar terms and credit quality, which are deemed to be indicative of orderly transactions in the current market. For commercial loans and leases, discount rates may be adjusted to address additional credit risk on lower risk grade instruments. For residential mortgage and other consumer loans, internal prepayment risk models are used to adjust contractual cash flows. Loans are aggregated into pools of similar terms and credit quality and discounted using a LIBOR based rate. The carrying amounts of accrued interest approximate fair values.
Deposit liabilities: The fair values for demand deposits are equal to the amount payable on demand. Fair values for CDs are estimated using a discounted cash flow calculation that applies current interest rates to aggregate expected maturities. BB&T has developed long-term relationships with its deposit customers, commonly referred to as CDIs, that have not been considered in the determination of the deposit liabilities’ fair value.

Short-term borrowings: The carrying amounts of short-term borrowings, excluding securities sold short, approximate their fair values.
Long-term debt: The fair values of long-term debt instruments are estimated based on quoted market prices for the instrument if available, or for similar instruments if not available, or by using discounted cash flow analyses, based on current incremental borrowing rates for similar types of instruments.
Contractual commitments: The fair values of commitments are estimated using the fees charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The fair values of guarantees and letters of credit are estimated based on the counterparties’ creditworthiness and average default rates for loan products with similar risks. These respective fair value measurements are categorized within Level 3 of the fair value hierarchy. Retail lending commitments are assigned no fair value as BB&T typically has the ability to cancel such commitments by providing notice to the borrower.
Financial assets and liabilities not recorded at fair value are summarized below:
December 31,
(Dollars in millions)
20202019
Fair Value HierarchyCarrying AmountFair ValueCarrying AmountFair Value
Financial assets:    
Loans and leases HFI, net of ALLLLevel 3$293,899 $295,461 $298,293 $298,586 
Financial liabilities:  
Time depositsLevel 221,941 22,095 35,896 35,885 
Long-term debtLevel 239,597 40,864 41,339 42,051 
December 31, 2017 Carrying Amount Total Fair Value Level 2 Level 3
(Dollars in millions)    
Financial assets:        
HTM securities $23,027
 $22,837
 $22,837
 $
Loans and leases HFI, net of ALLL 142,211
 141,664
 
 141,664
Financial liabilities:  
    
  
Deposits 157,371
 157,466
 157,466
 
Long-term debt 23,648
 23,885
 23,885
 
December 31, 2016 Carrying Amount Total Fair Value Level 2 Level 3
(Dollars in millions)    
Financial assets:        
HTM securities $16,680
 $16,546
 $16,546
 $
Loans and leases HFI, net of ALLL 141,833
 142,044
 
 142,044
Financial liabilities:  
    
  
Deposits 160,234
 160,403
 160,403
 
Long-term debt 21,965
 22,423
 22,423
 

The following is a summarycarrying value of selected information pertainingthe RUFC, which approximates the fair value of unfunded commitments, was $364 million and $373 million at December 31, 2020 and December 31, 2019, respectively. Prior to off-balance sheet financial instruments:the adoption of CECL, the carrying value includes deferred fees.

Truist Financial Corporation 143
  December 31, 2017 December 31, 2016
(Dollars in millions) Notional/Contract Amount Fair Value Notional/Contract Amount Fair Value
Commitments to extend, originate or purchase credit $67,860
 $259
 $64,395
 $250
Residential mortgage loans sold with recourse 490
 5
 578
 7
Other loans sold with recourse 4,153
 5
 4,240
 7
Letters of credit 2,466
 21
 2,786
 27




NOTE 17.19. Derivative Financial Instruments


Impact of Derivatives on the Consolidated Balance Sheets

The following table presents the gross notional amountamounts and estimated fair value of derivative instruments:instruments employed by the Company. Truist held 0 cash flow hedges as of December 31, 2020 and December 31, 2019.
 20202019
December 31,
(Dollars in millions)
Notional AmountFair ValueNotional AmountFair Value
GainLossGainLoss
Fair value hedges:   
Interest rate contracts:   
Swaps hedging long-term debt$$$$23,701 $113 $(25)
Options hedging long-term debt3,407 (2)
Swaps hedging commercial loans44 
Swaps hedging AFS securities17,765 
Total17,765 27,152 113 (27)
Not designated as hedges:      
Client-related and other risk management:      
Interest rate contracts:      
Swaps156,338 3,399 (862)144,473 1,817 (673)
Options25,386 45 (18)25,938 28 (19)
Forward commitments4,847 (11)7,907 (7)
Other2,573 1,807 
Equity contracts31,152 1,856 (2,297)38,426 1,988 (2,307)
Credit contracts:
Loans and leases1,056 (5)894 (34)
Risk participation agreements7,802 (13)6,696 (2)
Total return swaps1,296 13 (33)2,531 27 (11)
Foreign exchange contracts12,066 189 (219)12,986 144 (164)
Commodity2,872 130 (124)2,659 67 (65)
Total245,388 5,642 (3,582)244,317 4,077 (3,282)
Mortgage banking:      
Interest rate contracts:      
Swaps687 535 
Interest rate lock commitments8,609 186 (3)4,427 34 (2)
When issued securities, forward rate agreements and forward commitments11,691 (73)11,997 10 (18)
Other466 603 
Total21,453 192 (76)17,562 46 (20)
MSRs:      
Interest rate contracts:      
Swaps36,161 (5)19,196 
Options101 1,519 22 (2)
When issued securities, forward rate agreements and forward commitments1,314 5,560 (5)
Other760 567 
Total38,336 (5)26,842 24 (7)
Total derivatives not designated as hedges305,177 5,841 (3,663)288,721 4,147 (3,309)
Total derivatives$322,942 5,841 (3,663)$315,873 4,260 (3,336)
Gross amounts in the Consolidated Balance Sheets:    
Amounts subject to master netting arrangements(1,561)1,561  (1,708)1,708 
Cash collateral (received) posted for amounts subject to master netting arrangements (443)1,547  (499)1,262 
Net amount $3,837 $(555) $2,053 $(366)

144 Truist Financial Corporation

    December 31, 2017 December 31, 2016
    Notional Amount Fair Value Notional Amount Fair Value
(Dollars in millions) Hedged Item or Transaction  Gain Loss  Gain Loss
Cash flow hedges:              
Interest rate contracts:              
Pay fixed swaps 3 mo. LIBOR funding $6,500
 $
 $(126) $7,050
 $
 $(187)
Fair value hedges:          
  
  
Interest rate contracts:          
  
  
Receive fixed swaps Long-term debt 15,538
 118
 (166) 12,099
 202
 (100)
Options Long-term debt 6,087
 
 (1) 2,790
 
 (1)
Pay fixed swaps Commercial loans 416
 5
 (1) 346
 4
 (2)
Pay fixed swaps Municipal securities 231
 
 (76) 231
 
 (83)
Total   22,272
 123
 (244) 15,466
 206
 (186)
Not designated as hedges:    
  
  
  
  
  
Client-related and other risk management:  
  
  
  
  
  
Interest rate contracts:    
  
  
  
  
  
Receive fixed swaps   10,880
 141
 (61) 9,989
 235
 (44)
Pay fixed swaps   10,962
 59
 (155) 10,263
 43
 (252)
Other swaps   936
 2
 (2) 1,086
 2
 (5)
Other   722
 2
 (2) 709
 2
 (2)
Forward commitments   3,549
 3
 (2) 5,972
 29
 (28)
Foreign exchange contracts 470
 3
 (6) 669
 8
 (5)
Total   27,519
 210
 (228) 28,688
 319
 (336)
Mortgage banking:    
  
  
  
  
  
Interest rate contracts:    
  
  
  
  
  
Interest rate lock commitments 1,308
 7
 (3) 2,219
 7
 (20)
When issued securities, forward rate agreements and forward commitments 3,124
 4
 (3) 6,683
 51
 (14)
Other   182
 1
 
 449
 2
 (1)
Total   4,614
 12
 (6) 9,351
 60
 (35)
MSRs:    
  
  
  
  
  
Interest rate contracts:    
  
  
  
  
  
Receive fixed swaps   4,498
 15
 (86) 5,034
 18
 (236)
Pay fixed swaps   3,418
 32
 (13) 3,768
 56
 (7)
Options   4,535
 50
 (11) 5,710
 160
 (8)
When issued securities, forward rate agreements and forward commitments 1,813
 1
 
 3,210
 3
 (8)
Other   3
 
 
 
 
 
Total   14,267
 98
 (110) 17,722
 237
 (259)
Total derivatives not designated as hedges 46,400
 320
 (344) 55,761
 616
 (630)
Total derivatives   $75,172
 443
 (714) $78,277
 822
 (1,003)
Gross amounts not offset in the Consolidated Balance Sheets:   
  
    
  
Amounts subject to master netting arrangements not offset due to policy election   (297) 297
   (443) 443
Cash collateral (received) posted  
 (20) 344
  
 (119) 450
Net amount    
 $126
 $(73)  
 $260
 $(110)



The fair valuesfollowing table presents the offsetting of derivatives in a gain or loss position are presented on a gross basis in other assets or other liabilities, respectively, in the Consolidated Balance Sheets. Cashderivative instruments including financial instrument collateral posted for derivatives in a loss position is reported as restricted cash. Derivatives with dealer counterparties at both the bank and the parent company are governed by the terms of ISDA Masterrelated to legally enforceable master netting agreements and Credit Support Annexes. The ISDA Master agreements allow counterparties to offset trades in a gain against trades in a loss to determine net exposure and allows for the rightamounts held or pledged as collateral. U.S. GAAP does not permit netting of setoffnon-cash collateral balances in the eventconsolidated balance sheet:
December 31, 2020
(Dollars in millions)
Gross AmountAmount OffsetNet Amount in Consolidated Balance SheetsHeld/Pledged Financial InstrumentsNet Amount
Derivative assets:
Derivatives subject to master netting arrangement or similar arrangement$4,383 $(1,618)$2,765 $(2)$2,763 
Derivatives not subject to master netting arrangement or similar arrangement705 705 (1)704 
Exchange traded derivatives753 (386)367 367 
Total derivative assets$5,841 $(2,004)$3,837 $(3)$3,834 
Derivative liabilities:
Derivatives subject to master netting arrangement or similar arrangement$(3,103)$2,722 $(381)$35 $(346)
Derivatives not subject to master netting arrangement or similar arrangement(174)(174)(174)
Exchange traded derivatives(386)386 
Total derivative liabilities$(3,663)$3,108 $(555)$35 $(520)
December 31, 2019
(Dollars in millions)
Gross
Amount
Amount
Offset
Net Amount in Consolidated Balance SheetsHeld/Pledged Financial InstrumentsNet Amount
Derivative assets:
Derivatives subject to master netting arrangement or similar arrangement$3,516 $(2,003)$1,513 $(17)$1,496 
Derivatives not subject to master netting arrangement or similar arrangement138 138 (1)137 
Exchange traded derivatives606 (204)402 402 
Total derivative assets$4,260 $(2,207)$2,053 $(18)$2,035 
Derivative liabilities:
Derivatives subject to master netting arrangement or similar arrangement$(2,939)$2,761 $(178)$22 $(156)
Derivatives not subject to master netting arrangement or similar arrangement(193)(188)11 (177)
Exchange traded derivatives(204)204 
Total derivative liabilities$(3,336)$2,970 $(366)$33 $(333)

The following table presents the carrying value of either a default or an additional termination event. Credit Support Annexes governhedged items in fair value hedging relationships:
20202019
Hedge Basis AdjustmentHedge Basis Adjustment
December 31,
(Dollars in millions)
Hedged Asset / Liability BasisItems Currently DesignatedItems No Longer DesignatedHedged Asset / Liability BasisItems Currently DesignatedItems No Longer Designated
AFS securities$100,988 $(33)$50 $473 $$65 
Loans and leases470 18 528 15 
Long-term debt27,725 930 28,557 174 23 

Truist Financial Corporation 145


Impact of Derivatives on the termsConsolidated Statements of daily collateral posting practices. Collateral practices mitigate the potential loss impact to affected parties by requiring liquid collateral to be posted on a scheduled basis to secure the aggregate net unsecured exposure. In addition to collateral, the right of setoff allows counterparties to offset net derivative values with a defaulting party against certain other contractual receivables from or obligations due to the defaulting party in determining the net termination amount.Income and Comprehensive Income


Derivatives Designated as Hedging Instruments under GAAP

No portion of the change in fair value of derivatives designated as hedges has been excluded from effectiveness testing. The ineffective portion was immaterial for all periods presented. The following table presents the effect of hedging derivative instruments on the consolidated statements of income:
  Effective Portion
Year Ended December 31 Pre-tax Gain (Loss) Recognized in OCI Location of Amounts Reclassified from AOCI into Income Pre-tax Gain (Loss) Reclassified from AOCI into Income
(Dollars in millions) 2017 2016 2015  2017 2016 2015
Cash Flow Hedges:              
Interest rate contracts $10
 $(24) $(130) Total interest expense $(15) $(11) $(83)
           
        Location of Amounts Recognized in Income Pre-tax Gain (Loss) Recognized in Income
         2017 2016 2015
          (Dollars in millions)
Fair Value Hedges:              
Interest rate contracts       Total interest income $(19) $(18) $(20)
Interest rate contracts       Total interest expense 148
 226
 279
Total         $129
 $208
 $259
Not Designated as Hedges:          
  
  
Client-related and other risk management:      
  
  
Interest rate contracts       Other income $50
 $52
 $27
Foreign exchange contracts     Other income 1
 11
 21
Mortgage Banking:            
  
Interest rate contracts       Mortgage banking income (12) 8
 7
MSRs:            
  
Interest rate contracts       Mortgage banking income 
 31
 32
Total         $39
 $102
 $87



The following table provides a summarysummarizes amounts related to cash flow hedges, which consist of derivative strategies andinterest rate contracts.
Year Ended December 31,
(Dollars in millions)
202020192018
Pre-tax gain (loss) recognized in OCI:
Deposits$$(42)$15 
Short-term borrowings(3)
Long-term debt(76)57 
Total$$(116)$69 
Pre-tax gain (loss) reclassified from AOCI into interest expense:
Deposits$(8)$(1)$(1)
Short-term borrowings(19)(10)
Long-term debt(21)(14)(12)
Total$(48)$(25)$(12)

The following table summarizes the impact on net interest income related accounting treatment:to fair value hedges:
Year Ended December 31,
(Dollars in millions)
202020192018
AFS securities:
Amounts related to interest settlements$(3)$$(5)
Recognized on derivatives29 (16)12 
Recognized on hedged items(41)(15)
Net income (expense) recognized(15)(8)$(8)
Loans and leases:
Amounts related to interest settlements(1)(2)
Recognized on derivatives(3)(21)(1)
Recognized on hedged items19 
Net income (expense) recognized(3)(2)(1)
Long-term debt:
Amounts related to interest settlements182 (56)(30)
Recognized on derivatives831 170 (122)
Recognized on hedged items(732)(151)165 
Net income (expense) recognized281 (37)13 
Net income (expense) recognized, total$263 $(47)$
Cash Flow HedgesFair Value HedgesDerivatives Not Designated as Hedges
Risk exposureVariability in cash flows of interest payments on floating rate business loans, overnight funding and various LIBOR funding instruments.Losses in value on fixed rate long-term debt, CDs, FHLB advances, loans and state and political subdivision securities due to changes in interest rates.Risk associated with an asset or liability, including mortgage banking operations and MSRs, or for client needs. Includes exposure to changes in market rates and conditions subsequent to the interest rate lock and funding date for mortgage loans originated for sale.
Risk management objectiveHedge the variability in the interest payments and receipts on future cash flows for forecasted transactions related to the first unhedged payments and receipts of variable interest.Convert the fixed rate paid or received to a floating rate, primarily through the use of swaps.For interest rate lock commitment derivatives and LHFS, use mortgage-based derivatives such as forward commitments and options to mitigate market risk. For MSRs, mitigate the income statement effect of changes in the fair value of the MSRs.
Treatment for portion that is highly effectiveRecognized in AOCI until the related cash flows from the hedged item are recognized in earnings.Recognized in current period income along with the corresponding changes in the fair value of the designated hedged item attributable to the risk being hedged.Entire change in fair value recognized in current period income.
Treatment for portion that is ineffectiveRecognized in current period income.Recognized in current period income.Not applicable
Treatment if hedge ceases to be highly effective or is terminatedHedge is dedesignated. Effective changes in value that are recorded in AOCI before dedesignation are amortized to yield over the period the forecasted hedged transactions impact earnings.If hedged item remains outstanding, cash flows from terminations are reported in the same category as the cash flows from the hedged item and effective changes in value are reflected as part of the carrying value of the financial instrument and amortized to earnings over its estimated remaining life.Not applicable
Treatment if transaction is no longer probable of occurring during forecast period or within a short period thereafterHedge accounting is ceased and any gain or loss in AOCI is reported in earnings immediately.Not applicableNot applicable


The following table presents information about BB&T'sthe Company's cash flow and fair value hedges:
December 31,
(Dollars in millions)
20202019
Cash flow hedges:
Net unrecognized after-tax gain (loss) on terminated hedges recorded in AOCI (to be recognized in earnings through 2022)$(64)$(101)
Estimated portion of net after-tax gain (loss) on active and terminated hedges to be reclassified from AOCI into earnings during the next 12 months(42)(37)
Fair value hedges:
Unrecognized pre-tax net gain (loss) on terminated hedges (to be recognized as interest primarily through 2029)$862 $(57)
Portion of pre-tax net gain (loss) on terminated hedges to be recognized as a change in interest during the next 12 months292 (6)
  December 31,
(Dollars in millions) 2017 2016
Cash flow hedges:     
 
Net unrecognized after-tax loss on active hedges recorded in AOCI $(96)  $(118) 
Net unrecognized after-tax gain on terminated hedges recorded in AOCI (to be recognized in earnings through 2022) 3
  26
 
Estimated portion of net after-tax loss on active and terminated hedges to be reclassified from AOCI into earnings during the next 12 months (25)  (4) 
Maximum time period over which BB&T has hedged a portion of the variability in future cash flows for forecasted transactions excluding those transactions relating to the payment of variable interest on existing instruments 5
yrs 6
yrs
Fair value hedges:     
 
Unrecognized pre-tax net gain on terminated hedges (to be recognized as interest primarily through 2019) $129
  $169
 
Portion of pre-tax net gain on terminated hedges to be recognized as a change in interest during the next 12 months 49
  56
 


Derivatives Credit Risk – Dealer CounterpartiesNot Designated as Hedging Instruments under GAAP

Credit risk relatedThe Company also enters into derivatives that are not designated as accounting hedges under GAAP to derivatives arises when amounts receivable from a counterparty exceed those payable to the same counterparty. The risk of loss is addressed by subjecting dealer counterparties to credit reviews and approvals similar to those used in making loans or other extensions of credit and by requiring collateral. Dealer counterparties operate under agreements to provide cash and/or liquid collateral when unsecured loss positions exceed negotiated limits.
Derivative contracts with dealer counterparties settle on a monthly, quarterly or semiannual basis, with daily movement of collateral between counterparties required within established netting agreements. BB&T only transacts with dealer counterparties with strong credit standings.
Derivatives Credit Risk – Central Clearing Parties
Certain derivatives are cleared through central clearing parties that require initial margin collateral,economically hedge certain risks as well as collateral for trades in a nettrading capacity with its clients.

146 Truist Financial Corporation


The following table presents pre-tax gain (loss) recognized in income for derivative instruments not designated as hedges:
Year Ended December 31,
(Dollars in millions)
Location202020192018
Client-related and other risk management:
Interest rate contractsInvestment banking and trading income and other income$44 $76 $40 
Foreign exchange contractsInvestment banking and trading income and other income(45)(13)21 
Equity contractsInvestment banking and trading income and other income(4)(3)0
Credit contractsInvestment banking and trading income and other income178 (25)
Commodity contractsInvestment banking and trading income
Mortgage banking:   
Interest rate contractsResidential mortgage income(418)(61)36
Interest rate contractsCommercial real estate related income(4)
MSRs:   
Interest rate contractsResidential mortgage income495 137 (62)
Interest rate contractsCommercial real estate related income20 (3)
Total$279 $114 $32 

Credit Derivative Instruments

As part of the Company’s corporate investment banking business, the Company enters into contracts that are, in form or substance, written guarantees; specifically, credit default swaps, risk participations and TRS. The Company accounts for these contracts as derivatives.

The Company has entered into TRS contracts on loans. To mitigate its credit risk, the Company typically receives initial margin from the counterparty upon entering into the TRS and variation margin if the fair value of the underlying reference assets deteriorates. For additional information on the Company’s TRS contracts, see "Note 16. Commitments and Contingencies."

Truist has entered into risk participation agreements to share the credit exposure with other financial institutions on client-related interest rate derivative contracts. Under these agreements, the Company has guaranteed payment to a dealer counterparty in the event the counterparty experiences a loss position. Initial margin collateral requirements are establishedon the derivative due to a failure to pay by central clearing partiesthe counterparty’s client. The Company manages its payment risk on varying bases,its risk participations by monitoring the creditworthiness of the underlying client through the normal credit review process that the Company would have performed had it entered into a derivative directly with such amounts generally designedthe obligors. At December 31, 2020, the remaining terms on these risk participations ranged from less than one year to offset10 years. The potential future exposure represents the Company’s maximum estimated exposure to written risk participations, as measured by projecting a maximum value of non-payment. Initial margin is generally calculatedthe guaranteed derivative instruments based on scenario simulations and assuming 100% default by applyingall obligors on the maximum loss experienced in value over a specified time horizonvalue.

The following table presents additional information related to the portfolio of existing trades. The central clearing party used for TBA transactions does not post variation margin to the bank.interest rate derivative risk participation agreements and total return swaps:
December 31,
(Dollars in millions)
20202019
Risk participation agreements:
Maximum potential amount of exposure$530 $291 
Total return swaps:
Cash collateral held374 653 

Truist Financial Corporation 147


 December 31,
(Dollars in millions)2017 2016
Dealer Counterparties:   
Cash collateral received from dealer counterparties$21
 $123
Derivatives in a net gain position secured by collateral received22
 123
Unsecured positions in a net gain with dealer counterparties after collateral postings2
 4
Cash collateral posted to dealer counterparties172
 138
Derivatives in a net loss position secured by collateral posted171
 144
Additional collateral that would have been posted had BB&T's credit ratings dropped below investment grade
 8
Central Clearing Parties:   
Cash collateral, including initial margin, posted to central clearing parties177
 313
Derivatives in a net loss position secured by that collateral176
 318
Securities pledged to central clearing parties91
 119
The following table summarizes collateral positions with counterparties:

December 31,
(Dollars in millions)
20202019
Dealer and other counterparties:  
Cash and other collateral received from counterparties$446 $514 
Derivatives in a net gain position secured by collateral received585 615 
Unsecured positions in a net gain with counterparties after collateral postings49 101 
Cash collateral posted to dealer counterparties1,524 1,255 
Derivatives in a net loss position secured by collateral1,604 1,300 
Additional collateral that would have been posted had the Company's credit ratings dropped below investment grade12 
Central counterparties clearing:
Cash collateral, including initial margin, posted to central clearing parties172 30 
Derivatives in a net loss position90 31 
Derivatives in a net gain position
Securities pledged to central counterparties clearing1,281 513 


NOTE 18.20. Computation of EPS

Basic and diluted EPS calculations are presented in the following table:
Year Ended December 31,
(Dollars in millions, except per share data, shares in thousands)
202020192018
Net income available to common shareholders$4,184 $3,028 $3,063 
Weighted average number of common shares1,347,080 805,104 772,963 
Effect of dilutive outstanding equity-based awards11,209 10,100 10,521 
Weighted average number of diluted common shares1,358,289 815,204 783,484 
Basic EPS$3.11 $3.76 $3.96 
Diluted EPS$3.08 $3.71 $3.91 
Anti-dilutive awards16 22 
  Year Ended December 31,
(Dollars in millions, except per share data, shares in thousands) 2017 2016 2015
Net income available to common shareholders $2,220
 $2,259
 $1,936
       
Weighted average number of common shares 799,217
 804,680
 748,010
Effect of dilutive outstanding equity-based awards 11,760
 10,236
 9,755
Weighted average number of diluted common shares 810,977
 814,916
 757,765
       
Basic EPS $2.78
 $2.81
 $2.59
Diluted EPS $2.74
 $2.77
 $2.56
       
Anti-dilutive awards 210
 5,609
 8,620

NOTE 19.21. Operating Segments

BB&T previously reported its results of operations through the followingTruist operates and measures business activity across 3 segments: CommunityConsumer Banking Residential Mortgageand Wealth, Corporate and Commercial Banking, Dealer Financial Services, Specialized Lending,and Insurance Holdings, with functional activities included in Other, Treasury, and Financial Services, with the remaining operations recorded in OT&C. In the fourth quarter of 2017, BB&T revised its management structure and changed its basis of presentation into four new business segments: CB-Retail, CB-Commercial, IH&PF and FS&CF, with the remaining operations recorded in OT&C.

Corporate. The newCompany's business segment structure aligns with how BB&T’sis based on the manner in which financial information is evaluated by management reviews performanceas well as the products and makes decisions byservices provided or the type of client served.

Consumer Banking and Wealth

The CB&W segment and business unit. The CB-Retail segment brings together the existingis made up of five primary businesses:

Retail Community Banking retailprovides banking, borrowing, investing and protection services, and operations with the BUs and subsidiaries that primarily serve retail clients, including the former Residential Mortgageadvice through Premier Banking, and portions of both Dealer Financial Services and Specialized Lending segments. The services and operations that support large, mediumto individuals and small business clients fromthrough an extensive network of branches and ATMs, digital channels and contact centers. Financial products and services offered include deposits and payments, credit cards, loans, mortgages, brokerage and investment advisory services and insurance solutions. Consumer Banking also serves as an entry point for clients and services for other businesses.
NCF&P provides a comprehensive set of technology-enabled lending solutions to individuals and small businesses through several national channels including LightStream, Sheffield and certain point-of-sale lending partnerships. NCF&P also provides merchant services and payment processing solutions to business clients in the priorcommunity bank.
Wealth provides a full array of wealth management and banking products and professional services to individuals and institutional clients, including trust, brokerage, professional investment advisory, loans and deposits services to clients seeking active management of their financial resources. Institutional clients are served by the Institutional Investment Management Group. Full service and online/discount brokerage products are offered to individual clients; additionally, investment advisory products and services are offered to clients through an SEC registered investment advisor. Wealth also includes GenSpring Family Office Advisory Services, LLC, which provides family office solutions to clients and their families to help them manage and sustain wealth across multiple generations, including family meeting facilitation, consolidated reporting, expense management, specialty asset management and business transition advice, as well as other wealth management disciplines.
148 Truist Financial Corporation


Mortgage Banking offers residential mortgage products nationally through its retail and correspondent channels, the internet and by telephone. These products are either sold in the secondary market, typically with servicing rights retained, or held in the Company’s loan portfolio. Mortgage Banking also services loans held in the Company’s loan portfolio as well as those held by third party investors. Mortgage also includes Mortgage Warehouse Lending, which provides short-term lending solutions to finance first-lien residential mortgage LHFS by independent mortgage companies.
Dealer Retail Services originates loans to individuals on a prime and nonprime basis for the purchase of automobiles. Such loans are originated on an indirect basis through approved franchised and independent automobile dealers throughout the Truist market area and nationally through Regional Acceptance Corporation. Additionally, Dealer Retail Services originates loans for the purchase of boats and other recreational vehicles through dealers in Truist’s market area.

Corporate and Commercial Banking

The C&CB segment is made up of four primary businesses and the Treasury Solutions product group:

Corporate and Investment Banking delivers a comprehensive range of strategic advisory, capital raising, risk management, financing, liquidity and investment solutions, with the goal of serving the needs of both public and private companies in the C&CB segment. Investment Banking and Corporate Banking teams within CIB serve clients across the nation, offering a full suite of traditional banking and investment banking products and services. Investment Banking serves select industry segments including consumer and healthcare, energy, technology, financial services, industrials, and media and communications. Corporate Banking serves clients across diversified industry sectors based on size, complexity, and frequency of capital markets issuance.
Commercial Community Banking offers an array of traditional banking products, including lending, deposits, cash management and Dealer Financialinvestment banking solutions via CIB to commercial clients (generally clients with revenues between $5 million and $500 million), including not-for-profit organizations, governmental entities, healthcare and aging services and auto dealer financing (floor plan inventory financing). Local teams deliver these solutions along with the Company’s industry expertise to commercial clients to help them achieve their goals.
Commercial Real Estate provides a range of credit and deposit services as well as fee-based product offerings to developers, operators, and investors in commercial real estate properties through its National Banking Division. Additionally, Commercial Real Estate offers tailored financing and equity investment solutions for community development and affordable housing projects, with particular expertise in Low Income Housing Tax Credits and New Market Tax Credits. Real Estate Corporate and Investment Banking targets relationships with publicly-traded and privately owned REITs.
Grandbridge Real Estate Capital, LLC is a fully integrated commercial mortgage investment banking company that originates commercial and multi-family real estate loans, services loan portfolios and provides asset and portfolio management as well as real estate brokerage services. Additionally, the Investor Services are includedGroup offers loan administration, special servicing, valuation and advisory services to third party clients.
Treasury Solutions provides business clients in the CB-Commercial segment. The FS&CF segment combines the previous Financial Services operationsC&CB and CB&W segments with services required to manage their payments and receipts, combined with the Equipment Finance, Governmental Financeability to manage and Grandbridgeoptimize their deposits across all aspects of their business. Treasury Solutions operates all electronic and paper payment types, including card, wire transfer, ACH, check and cash. It also provides clients the means to manage their accounts electronically online, both domestically and internationally.

Insurance Holdings

Truist’s IH segment is one of the largest insurance agency / brokerage networks, providing property and casualty, employee benefits and life insurance to businesses from the former Specialized Lending segmentand individuals. It also provides small business and corporate services, such as those businesses are national in scope consistent with the Capital Markets Corporate Banking Division. Theworkers compensation and professional liability, as well as surety coverage and title insurance. IH&PF received the also includes Prime Rate Premium Finance Corporation, fromwhich includes AFCO Credit Corporation and CAFO Holding Company, insurance premium finance subsidiaries that provide funding to businesses in the former Specialized Lending segmentUnited States and Canada.

Other, Treasury & Corporate

OT&C includes management of the Company’s investment securities portfolio, long-term debt, derivative instruments used for balance sheet hedging, short-term liquidity and funding activities, balance sheet risk management and most real estate assets, as it finances insurance premiums. Prior periods have been revised to reflectwell as the restructuring. The segments require uniqueCompany's functional activities such as marketing, finance, enterprise risk, legal, enterprise technology and marketing strategiesexecutive leadership, among others. Additionally, OT&C houses intercompany eliminations, including intersegment net referral fees and offer different products and services through a number of distinctly branded BUs. In addition, there is an OT&C segment. While BB&T is managed as an integrated organization, individual executive managers are held accountable for the operations of these business segments.residual interest rate risk after segment allocations have taken place.


Also during 2017, a change was made in the method for allocation of capital to the operating segments impacting both the allocated balances and funding credit, resulting primarily in an increase to net interest income in the CB-Retail segment, offset by the OT&C segment. Results for prior periods have been revised to reflect the changes in allocation methodology, which are not considered significant to other segments.
Truist Financial Corporation 149



BB&TTruist emphasizes revenue growth by focusing on client service, sales effectiveness and relationship management along with an organizational focus on referring clients between BUs.businesses. The business objective is to provide BB&T’sTruist’s entire suite of products to ourits clients with the end goal of providing our clients the best financial experience in the marketplace. To promote revenue growth, revenues of certain products and services are reflected in the results of the segment providing those products and services and are also allocated to CB&W and C&CB. These allocated revenues between segments are reflected as net referral fees in noninterest income and eliminated in OT&C.

The segment results are presented based on internal management accounting methodologies that were designed to support these strategic objectives. Unlike financial accounting, there is no comprehensive authoritative body of guidance for management accounting equivalent to GAAP. The performance of the segments is not comparable with BB&T’sTruist’s consolidated results or with similar information presented by any other financial institution. Additionally, because of the interrelationships ofbetween the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities.



TheBecause business segment results are presented based on management accounting process uses various estimates and allocation methodologiespractices, the transition to measure the performance of the operating segments. To determine financial performance for each segment, BB&T allocates capital, funding charges and credits, provisions for credit losses,consolidated results prepared under U.S. GAAP creates certain noninterest expenses and income tax provisions to each segment, as applicable. To promote revenue growth, certain revenues are reflected in noninterest income in the individual segment results and also allocated to CB-Retail, CB-Commercial and FS&CF. These allocated revenuesdifferences, which are reflected as net referral fees in non-interest income and eliminatedresiduals in OT&C. Additionally, certain client groups of CB-Retail and CB-Commercial have also been identifiedBusiness segment reporting conventions include, but are not limited to, the items as clients of other BUs within the business segments. Periodically, existing clients within the CB-Retail segment may be identified and assigned as Wealth Division clients, at which time, these clients’ loan and deposit balances are reported in the FS&CF segment. Thedetailed below.

Segment net interest income and related net FTP associated with these customers’ loans and deposits are accounted for in CB-Retail in the respective line categories of net interest income (expense) and net intersegment interest income (expense). For the Wealth Division, NIM and net intersegment interest income have been combined in the net intersegment interest income (expense) line with an appropriate offsetting amount to the OT&C line item to ensure consolidated totals reflect the Company’s total NIM for loans and deposits. Allocation methodologies are subject to periodic adjustment as the internal management accounting system is revised and business or product lines within the segments change.

BB&T utilizes an FTP system to eliminate the effect of interest rate risk from the segments’ net interest income because such risk is centrally managed within the Treasury function. The FTP systemreflects matched maturity funds transfer pricing, which ascribes credits or charges the segments withbased on the economic value or cost created by assets and liabilities of the fundseach segment. Residual differences between these credits and charges are captured in OT&C.

Noninterest income includes inter-segment referral fees, as well as federal and state tax credits that are grossed up on a pre-tax equivalent basis, related primarily to certain community development investments. Recoveries for these allocations are reported in OT&C.

Corporate expense allocations, including overhead or functional expenses that are not directly charged to the segments, create or use. Theare allocated to segments based on various drivers (number of FTEs, number of accounts, loan balances, net FTP credit or charge, which includes intercompany interest income and expense, is reflected as net intersegment interest income (expense)revenue, etc.). Recoveries for these allocations are reported in the accompanying tables.OT&C.


The provisionProvision for credit losses is also allocatedrepresents net charge-offs by segment combined with an allocation to the relevant segments based on management’s assessmentfor the provision attributable to each segment’s quarterly change in the ALLL. Provision for income taxes is calculated using a blended income tax rate for each segment and includes reversals of the segments’ credit risks.noninterest income tax adjustments described above. The allocated provision is designed to achieve a high degree of correlationdifference between the loan loss experience and the GAAP basiscalculated provision for income taxes at the segment level while atand the same time providingconsolidated provision for income taxes is reported in OT&C.

The application and development of management with a measurereporting methodologies is an active process and undergoes periodic enhancements. The implementation of operating performance that gives appropriate considerationthese enhancements to the risks inherent ininternal management reporting methodology may materially affect the results disclosed for each of the Company’s operating segments. Any over or under allocated provision for credit losses is reflected in OT&C to arrive atsegment, with no impact on consolidated results. If significant changes to management reporting methodologies take place, the impact of these changes is quantified and prior period information is revised, when practicable.

BB&T allocates expenses to the reportable segments based on various methodologies, including volume and amount of loans and deposits and the number of full-time equivalent employees. Allocation systems are refined from time to time along with further identification of certain cost pools. These cost pools and refinements are implemented to provide for improved managerial reporting of cost to the appropriate business segments. A portion of corporate overhead expense is not allocated, but is retained in OT&C in the accompanying tables. The majority of depreciation expense is recorded in support units and allocated to the segments as part of allocated corporate expense. Income taxes are allocated to the various segments based on taxable income and statutory rates applicable to the segment.
150 Truist Financial Corporation

Community Banking Retail and Consumer Finance


CB-Retail serves retail clients by offering a variety of loan and deposit products, payment services, bankcard products and other financial services by connecting clients to a wide range of financial products and services.

CB-Retail includes Residential Mortgage Banking, which retains and services mortgage loans originated by BB&T as well as those purchased from various correspondent originators. Mortgage loan products include fixed and adjustable rate government and conventional loans used for the purpose of constructing, purchasing or refinancing residential properties. Substantially all of the properties are owner occupied. BB&T generally retains the servicing rights to loans sold. Residential Mortgage Banking earns interest on loans held in the warehouse and portfolio, earns fee income from the origination and servicing of mortgage loans and recognizes gains or losses from the sale of mortgage loans. Residential Mortgage Banking also includes Mortgage Warehouse Lending, which provides short-term lending solutions to finance first-lien residential mortgage LHFS by independent mortgage companies.

CB-Retail also includes Dealer Retail Services which originates loans to consumers on a prime and nonprime basis for the purchase of automobiles. Such loans are originated on an indirect basis through approved franchised and independent automobile dealers throughout the BB&T market area and nationally through Regional Acceptance Corporation. Additionally, CB-Retail originates loans for the purchase of boats and recreational vehicles originated through dealers in BB&T’s market area.

CB-Retail includes Sheffield Financial which is a BU that provides specialty finance products to consumers; as well as BB&T Commercial Equipment Capital, which is an operating subsidiary that provides mid-market equipment leasing primarily within BB&T’s banking footprint.

CB-Retail is primarily responsible for serving individual client relationships and, therefore, is credited with certain revenue from IH&PF and FS&CF, which is reflected in noninterest income.


Community Banking Commercial

CB-Commercial serves large, medium and small business clients by offering a variety of loan and deposit products and connecting the client with the combined organization’s broad array of financial services. CB-Commercial includes commercial real estate lending, commercial and industrial lending, corporate banking, asset based-lending, dealer inventory financing, tax exempt financing, cash management and treasury services, and commercial deposit products.

CB-Commercial is primarily responsible for serving commercial client relationships and, therefore, is credited with certain revenue from CB-Retail, IH&PF and FS&CF, which is reflected in noninterest income.

Financial Services and Commercial Finance
FS&CF provides personal trust administration, estate planning, investment counseling, wealth management, asset management, corporate retirement services, capital markets and corporate banking services, corporate trust services and specialty finance products to businesses.
FS&CF includes BB&T Securities, a full-service brokerage and investment banking firm that provides services in retail brokerage, equity and debt underwriting and investment advice and facilitates the origination, trading and distribution of fixed-income securities and equity products in both the public and private capital markets. BB&T Securities also has a public finance department that provides investment banking services, financial advisory services and municipal bond financing to a variety of regional taxable and tax-exempt issuers. FS&CF also offers clients investment alternatives, including discount brokerage services, equities, fixed-rate and variable-rate annuities, mutual funds and governmental and municipal bonds.
FS&CF also includes specialty finance offered through two operating subsidiaries and a BU. Operating subsidiaries include Grandbridge, a full-service commercial mortgage banking lender providing loans on a national basis, and BB&T Equipment Finance, which provides equipment leasing for large and middle market clients. The BU is Governmental Finance which provides tax-exempt financing to meet the capital project needs of local governments. Branch Bank clients as well as nonbank clients within and outside BB&T’s primary geographic market area are served by these subsidiaries and the BU.

In addition, FS&CF includes the Capital Markets Corporate Banking Division that originates and services large corporate relationships, syndicated lending relationships and client derivatives.

CB-Retail and CB-Commercial receive an interoffice credit for referrals to FS&CF, with the corresponding charge retained as part of OT&C in the accompanying tables. Also captured within the net intersegment interest income for FS&CF is the NIM for the loans and deposits associated with client relationships assigned to the Wealth Division that are housed in CB-Retail.

Insurance Holdings and Premium Finance
BB&T's insurance agency / brokerage network is the fifth largest in the world. IH&PF provides property and casualty, employee benefits and life insurance to businesses and individuals. It also provides small business and corporate services, such as workers compensation and professional liability, as well as surety coverage and title insurance.

IH&PF also includes Prime Rate Premium Finance Corporation, which includes AFCO and CAFO, insurance premium finance subsidiaries that provide funding to businesses in the United States and Canada.

CB-Retail, CB-Commercial and FS&CF segments receive credit for insurance commissions and referrals to IH&PF with the corresponding charge retained as part of OT&C in the accompanying tables.
Other, Treasury & Corporate
OT&C is the combination of the Other segment that represents operating entities that do not meet the quantitative or qualitative thresholds for disclosure; BB&T’s Treasury function, which is responsible for the management of the securities portfolios, overall balance sheet funding and liquidity, and overall management of interest rate risk; the corporate support functions that have not been allocated to the business segments; certain merger-related charges or credits that are incurred as part of the acquisition and conversion of acquired entities; certain charges that are considered to be unusual in nature and not reflective of the normal operations of the segments; and intercompany eliminations including intersegment net referral fees in noninterest income and net intersegment interest income (expense).

The investment balances andfollowing table presents results related to affordable housing investments are included in the OT&C segment. Additionally, OT&C includes a group of consolidated SBIC private equity and mezzanine investment funds that invest in privately owned middle market operating companies to facilitate growth or ownership transition. PCI loans from the Colonial acquisition and related net interest income are also included in this segment. Performance results of bank acquisitions prior to system conversion are typically reported in this segment and on a post-conversion date are reported in the other segments as applicable.by segment:

Year Ended December 31,
(Dollars in millions)
CB&WC&CBIHOT&C (1)Total
202020192018202020192018202020192018202020192018202020192018
Net interest income (expense)$7,377 $3,633 $3,410 $5,391 $3,153 $2,723 $126 $146 $119 $932 $381 $430 $13,826 $7,313 $6,682 
Net intersegment interest income (expense)1,424 923 406 (213)(409)(110)(32)(44)(32)(1,179)(470)(264)
Segment net interest income8,801 4,556 3,816 5,178 2,744 2,613 94 102 87 (247)(89)166 13,826 7,313 6,682 
Allocated provision for credit losses1,004 513 506 1,304 102 111 18 (9)(54)2,335 615 566 
Segment net interest income after provision7,797 4,043 3,310 3,874 2,642 2,502 85 93 84 (265)(80)220 11,491 6,698 6,116 
Noninterest income4,056 2,316 2,047 2,476 1,168 1,019 2,241 2,112 1,872 106 (341)(62)8,879 5,255 4,876 
Amortization of intangibles419 58 41 175 31 19 72 74 71 19 685 164 131 
Other noninterest expense7,431 3,970 3,408 3,272 1,509 1,471 1,713 1,703 1,544 1,796 588 378 14,212 7,770 6,801 
Income (loss) before income taxes4,003 2,331 1,908 2,903 2,270 2,031 541 428 341 (1,974)(1,010)(220)5,473 4,019 4,060 
Provision (benefit) for income taxes944 566 473 582 479 433 134 110 88 (679)(373)(191)981 782 803 
Segment net income (loss)$3,059 $1,765 $1,435 $2,321 $1,791 $1,598 $407 $318 $253 $(1,295)$(637)$(29)$4,492 $3,237 $3,257 
Identifiable assets (period end)$163,548 $169,970 $74,974 $186,555 $185,855 $85,985 $7,932 $7,325 $6,622 $151,193 $109,928 $58,116 $509,228 $473,078 $225,697 
Year Ended December 31, CB-Retail CB-Commercial FS&CF
(Dollars in millions) 2017 2016 2015 2017 2016 2015 2017 2016 2015
Net interest income (expense) $3,415
 $3,290
 $3,035
 $1,740
 $1,604
 $1,345
 $583
 $511
 $443
Net intersegment interest income (expense) 149
 115
 (119) 379
 404
 324
 127
 142
 110
Segment net interest income 3,564
 3,405
 2,916
 2,119
 2,008
 1,669
 710
 653
 553
Allocated provision for credit losses 501
 475
 365
 69
 (40) 1
 (15) 128
 67
Segment net interest income after provision 3,063
 2,930
 2,551
 2,050
 2,048
 1,668
 725
 525
 486
Noninterest income 1,404
 1,354
 1,342
 423
 392
 390
 1,181
 1,148
 1,046
Noninterest expense 2,725
 2,469
 2,357
 1,198
 1,302
 1,153
 1,190
 1,141
 1,020
Income (loss) before income taxes 1,742
 1,815
 1,536
 1,275
 1,138
 905
 716
 532
 512
Provision (benefit) for income taxes 650
 686
 588
 441
 403
 324
 225
 156
 151
Segment net income (loss) $1,092
 $1,129
 $948
 $834
 $735
 $581
 $491
 $376
 $361
                   
Identifiable assets (period end) $71,093
 $74,642
 $71,027
 $56,563
 $55,035
 $51,231
 $29,144
 $26,795
 $25,294
                   
  IH&PF OT&C (1) Total BB&T Corporation
  2017 2016 2015 2017 2016 2015 2017 2016 2015
Net interest income (expense) $98
 $86
 $79
 $699
 $830
 $690
 $6,535
 $6,321
 $5,592
Net intersegment interest income (expense) (21) (19) (16) (634) (642) (299) 
 
 
Segment net interest income 77
 67
 63
 65
 188
 391
 6,535
 6,321
 5,592
Allocated provision for credit losses 4
 3
 4
 (12) 6
 (9) 547
 572
 428
Segment net interest income after provision 73
 64
 59
 77
 182
 400
 5,988
 5,749
 5,164
Noninterest income 1,777
 1,731
 1,611
 (3) (153) (370) 4,782
 4,472
 4,019
Noninterest expense 1,590
 1,525
 1,371
 741
 284
 365
 7,444
 6,721
 6,266
Income (loss) before income taxes 260
 270
 299
 (667) (255) (335) 3,326
 3,500
 2,917
Provision (benefit) for income taxes 99
 104
 105
 (504) (291) (374) 911
 1,058
 794
Segment net income (loss) $161
 $166
 $194
 $(163) $36
 $39
 $2,415
 $2,442
 $2,123
                   
Identifiable assets (period end) $6,024
 $5,943
 $4,998
 $58,818
 $56,861
 $57,397
 $221,642
 $219,276
 $209,947
(1)Includes financial data from subsidiariesbusiness units below the quantitative and qualitative thresholds requiring disclosure.



Truist Financial Corporation 151


NOTE 22. Parent Company Financial Information

Parent Company - Condensed Balance Sheets
(Dollars in millions)
December 31,
20202019
Assets:  
Cash and due from banks$688 $361 
Interest-bearing deposits with banks13,434 12,031 
AFS securities at fair value82 137 
Advances to / receivables from subsidiaries:
Banking2,541 1,350 
Nonbank3,734 3,735 
Total advances to / receivables from subsidiaries6,275 5,085 
Investment in subsidiaries:
Banking65,641 64,206 
Nonbank4,296 3,856 
Total investment in subsidiaries69,937 68,062 
Other assets313 655 
Total assets$90,729 $86,331 
Liabilities and Shareholders' Equity: 
Short-term borrowings$621 $603 
Long-term debt18,890 18,130 
Other liabilities306 1,040 
Total liabilities19,817 19,773 
Total shareholders' equity70,912 66,558 
Total liabilities and shareholders' equity$90,729 $86,331 


Parent Company - Condensed Income and Comprehensive Income Statements
(Dollars in millions)
Year Ended December 31,
202020192018
Income:   
Dividends from subsidiaries:
Banking$2,800 $1,650 $2,825 
Nonbank35 147 
Total dividends from subsidiaries2,805 1,685 2,972 
Interest and other income from subsidiaries170 217 164 
Other income12 
Total income2,987 1,902 3,143 
Expenses: 
Interest expense333 475 364 
Other expenses174 250 82 
Total expenses507 725 446 
Income before income taxes and equity in undistributed earnings of subsidiaries2,480 1,177 2,697 
Income tax benefit56 92 52 
Income before equity in undistributed earnings of subsidiaries2,536 1,269 2,749 
Equity in undistributed earnings of subsidiaries in excess of dividends from subsidiaries1,956 1,968 508 
Net income4,492 3,237 3,257 
Total OCI1,560 871 (248)
Total comprehensive income$6,052 $4,108 $3,009 


152 Truist Financial Corporation


Parent Company - Statements of Cash Flows
(Dollars in millions)
Year Ended December 31,
202020192018
Cash Flows From Operating Activities:   
Net income$4,492 $3,237 $3,257 
Adjustments to reconcile net income to net cash from operating activities:
Equity in earnings of subsidiaries in excess of dividends from subsidiaries(1,956)(1,968)(508)
Other, net(704)84 (28)
Net cash from operating activities1,832 1,353 2,721 
Cash Flows From Investing Activities: 
Proceeds from maturities, calls, and paydowns of AFS securities79 157 33 
Purchases of AFS securities(22)(79)(28)
Investment in subsidiaries(79)(1)
Advances to subsidiaries(6,711)(5,358)(4,639)
Proceeds from repayment of advances to subsidiaries5,499 8,304 3,665 
Net cash from acquisitions and divestitures1,903 
Other, net14 (1)(4)
Net cash from investing activities(1,220)4,925 (973)
Cash Flows From Financing Activities: 
Net change in short-term borrowings18 53 (5)
Net change in long-term debt397 370 1,746 
Repurchase of common stock(1,205)
Net proceeds from preferred stock issued3,449 1,683 
Redemption of preferred stock(500)(1,725)
Cash dividends paid on common and preferred stock(2,725)(1,459)(1,378)
Other, net479 (40)(52)
Net cash from financing activities1,118 (1,118)(894)
Net Change in Cash and Cash Equivalents1,730 5,160 854 
Cash and Cash Equivalents, January 112,392 7,232 6,378 
Cash and Cash Equivalents, December 31$14,122 $12,392 $7,232 

The transfer of funds in the form of dividends, loans or advances from bank subsidiaries to the Parent Company is restricted. Federal law requires loans to the Parent Company or its affiliates to be secured and at market terms and generally limits loans to the Parent Company or an individual affiliate to 10% of Truist Bank's unimpaired capital and surplus. In the aggregate, loans to the Parent Company and all affiliates cannot exceed 20% of the bank's unimpaired capital and surplus.
Dividend payments to the Parent Company by Truist Bank are subject to regulatory review and statutory limitations and, in some instances, regulatory approval. In general, dividends from Truist Bank to the Parent Company are limited by rules which compare dividends to net income for regulatory-defined periods. Furthermore, dividends are restricted by regulatory minimum capital constraints.

Truist Financial Corporation 153


ITEM 9A. CONTROLS AND PROCEDURES

Management's Report on Internal Control over Financial Reporting and Evaluation of
Disclosure Controls and Procedures

Management’s Report on Internal Control over Financial Reporting

Management of Truist is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Truist's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and disposition of the Company's assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with the authorizations of Truist's management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material impact on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the "COSO" criteria. Based on this evaluation under the COSO criteria, management concluded that the internal control over financial reporting was effective as of December 31, 2020.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2020 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, 2020.

Disclosure Controls and Procedures and Changes in Internal Control over Financial Reporting

As of the end of the period covered by this report, the management of the Company, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the Company's disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective.

There was no change in the Company's internal control over financial reporting that occurred during the fourth quarter of 2020 that has materially affected, or is likely to materially affect, the Company's internal control over financial reporting.
154 Truist Financial Corporation


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit No.DescriptionLocation
2.12.1PurchaseAgreement and Assumption Agreement Whole Bank All Deposits, among the Federal Deposit Insurance Corporation, receiverPlan of Colonial Bank, Montgomery, Alabama, the Federal Deposit Insurance Corporation and Branch Banking and Trust Company,Merger, dated as of August 14, 2009.February 7, 2019, by and between SunTrust Banks, Inc. and BB&T Corporation.
2.22.2Termination agreement among Federal Deposit Insurance Corporation, receiver of Colonial Bank, Federal Deposit Insurance Corporation and Branch Banking & Trust Company dated as of September 14, 2016.
2.3Agreement and Plan of Merger, dated as of November 11, 2014,June 14, 2019, by and between SunTrust Banks, Inc. and BB&T Corporation and Susquehanna Bancshares, Inc.Corporation.
2.4Agreement and Plan of Merger, dated as of August 17, 2015, by and between BB&T Corporation and National Penn Bancshares, Inc.
3(i)
3.1*Articles of Incorporation of the Registrant, as amendedconsolidated and restated April 30, 2014.December 15, 2020.
3(ii)3.2*Articles of Amendment of the Registrant, dated as of March 4, 2016
3(iii)Bylaws of the Registrant, as amended and restated December 19, 20177, 2019.
4.14.1Indenture Regarding Senior Securities (including form of Senior Debt Security) between Registrant and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee, dated as of May 24, 1996.
4.24.2First Supplemental Indenture, dated May 4, 2009, to the Indenture Regarding Senior Securities, dated as of May 24, 1996, between the Registrant and U.S. Bank National Association.
4.34.3Indenture Regarding Subordinated Securities (including Form of Subordinated Debt Security) between the Registrant and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee, dated as of May 24, 1996.
4.44.4First Supplemental Indenture, dated as of December 23, 2003, to the Indenture Regarding Subordinated Securities, dated as of May 24, 1996, between the Registrant and U.S. Bank National Association.
4.54.5Second Supplemental Indenture, dated as of September 24, 2004, to the Indenture Regarding Subordinated Securities, dated as of May 24, 1996, between the Registrant and U.S. Bank National Association.
4.64.6Third Supplemental Indenture, dated May 4, 2009, to the Indenture Regarding Subordinated Securities, dated as of May 24, 1996, between the Registrant and U.S. Bank National Association.
10.1*4.7Deposit Agreement, dated as of July 29, 2019, between the Company and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary.
4.8Form of Depositary Receipt.
4.9Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
Other instruments defining the rights of holders of long-term debt securities of Truist are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. Truist agrees to furnish copies of these instruments to the SEC upon request.
10.1*BB&T Corporation Amended and Restated Non-Employee Directors’Directors' Deferred Compensation Plan (amended and restated January 1, 2005).
10.2*10.2*BB&T Corporation Amended and Restated 2004 Stock Incentive Plan, as amended (as amended through February 24, 2009).
10.3*10.3*BB&T Corporation 2012 Incentive Plan, as amended
10.4*10.4*Form of Restricted Stock Unit Agreement (Non-Employee Directors) for the BB&T 2012 Incentive Plan.Plan (effective 2019).
10.5*10.5*Form of Non-Employee Director Nonqualified Stock Option Agreement for the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan (5-Year Vesting).

10.6*
Exhibit No.DescriptionLocation
10.6*Form of Non-Employee Director Nonqualified Stock Option Agreement for the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan (4-Year Vesting).
10.7*10.7*Form of Employee Nonqualified Stock Option Agreement for the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan (5-Year Vesting).
10.8*10.8*Form of Employee Nonqualified Stock Option Agreement for the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan (4-Year Vesting).
10.9*10.9*Southern National Deferred Compensation Plan for Key Executives including amendments.
10.10*10.10*BB&T Non-Qualified Defined Benefit Plan (January 1, 2012 Restatement).
Truist Financial Corporation 155


10.11*Exhibit No.DescriptionLocation
10.11*First Amendment to the BB&T Non-Qualified Defined Benefit Plan (January 1, 2012 Restatement).
10.12*10.12*Second Amendment to the BB&T Non-Qualified Defined Benefit Plan (January 1, 2012 Restatement).
10.13*10.13*BB&T Non-Qualified Defined Contribution Plan (January 1, 2012 Restatement).
10.14*BB&T Corporation Non-Qualified Deferred Compensation Trust (Amended and Restated Effective January 1, 2012).
10.15*Form of Employee Nonqualified Stock Option Agreement for the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan (4-Year Vesting with Clawback Provision).
10.16*10.14*Form of Employee Nonqualified Stock Option Agreement for the BB&T Corporation 2012 Incentive Plan.
10.17*10.15*Form of Nonqualified Option Agreement (Senior Executive) for the BB&T Corporation 2012 Incentive Plan.
10.18*10.16*Form of Employee Restricted Stock Unit Agreement for the BB&T Corporation 2012 Incentive Plan.
10.19*Form of Director Restricted Stock Unit Agreement for the BB&T Corporation 2012 Incentive Plan.
10.20*10.17*Form of Restricted Stock Unit Agreement (Performance-Based Vesting Component)(Senior Executive) for the BB&T Corporation 2012 Incentive Plan.
10.21*10.18*Form of Restricted Stock UnitLTIP Award Agreement (Tier 2 Employee) for the BB&T Corporation 2012 Incentive Plan.Plan (effective 2019).
10.22*10.19*Form of LTIP Award Agreement for Executive Officers under the BB&T Corporation 2012 Incentive Plan (2014 – 2016 performance period).
10.23*Form of LTIP Award Agreement for the BB&T Corporation 2012 Incentive Plan.
10.24*Modification of 2016-2018 Long-Term Incentive Performance Award - Summary.

10.20*
Exhibit No.DescriptionLocation
10.25*Form of Performance Unit Award Agreement for the BB&T Corporation 2012 Incentive Plan.Plan (effective 2019).
10.21*2008 Amended and Restated Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Christopher L. Henson.
10.22*2008 Amended and Restated Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Daryl N. Bible.
10.23*2008 Amended and Restated Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Clarke R. Starnes, III.
10.24*2016 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and David H. Weaver.
10.25*2016 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and Brant J. Standridge.
10.26*10.26*2016 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and Dontá L. Wilson.
10.27*Amended and Restated Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Kelly S. King dated as of December 19, 2012.February 7, 2019.
10.27*10.28*2008 AmendedForm of Notice of Term Non-Renewal under Employment Agreements
10.29*Form of Synergy Incentive Award Letter with each of Daryl N. Bible and RestatedClarke R. Starnes, III
10.30*Synergy Incentive Award Letter with Christopher L. Henson
10.31*Form of First Amendment to Employment Agreement with each of Daryl N. Bible and Clarke R. Starnes, III
10.32*Form of First Amendment to Employment Agreement with Christopher L. Henson
10.33*First Amendment to 2016 Employment Agreement with Brant J. Standridge
10.34*First Amendment to 2016 Employment Agreement with David H. Weaver
10.35*First Amendment to 2016 Employment Agreement with Dontá L. Wilson
156 Truist Financial Corporation


Exhibit No.DescriptionLocation
10.36*Form of Synergy Incentive Award Letter with each of Brant J. Standridge, David H. Weaver and Dontá L. Wilson
10.37*SunTrust Banks, Inc. 2009 Stock Plan, as amended and restated as of August 11, 2015
10.38*Form of Nonqualified Stock Option Agreement
10.39*Form of Nonqualified Stock Option Award Agreement with clawback under the SunTrust Banks, Inc. 2009 Stock Plan
10.40*Form of Restricted Stock Unit Award Agreement, 2016 ROTCE/TSR
10.41*Form of Performance Vested Restricted Stock Unit Award Agreement, 2017, (ROTCE/TSR)
10.42*Form of Performance Vested Restricted Stock Unit Award Agreement, 2018, Type I
10.43*Form of Time Vested Restricted Stock Unit Award Agreement, 2018, Type II
10.44*Form of Time Vested Restricted Stock Unit Award Agreement, 2018, Type III
10.45*Form of Time Vested Restricted Stock Unit Award Agreement, 2018, Type II
10.46*Form of Time Vested Restricted Stock Unit Award Agreement, 2018, Type III
10.47*Form of Time Vested Restricted Stock Unit Award Agreement, 2018, Type IV
10.48*SunTrust Banks, Inc. ERISA Excess Retirement Plan, amended and restated effective as of January 1, 2011
10.49*Further amended by Amendment Number One, effective as of January 1, 2012
10.50*Executive Severance Plan, amended and restated January 1, 2019
10.51*SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan
10.52*Form of Non-employee Director Restricted Stock Award Agreement
10.53*Form of Time-Vested Restricted Stock Unit Award Agreement, Type I
10.54*Form of Time-Vested Restricted Stock Unit Award Agreement, Type II
10.55*Form of Time-Vested Restricted Stock Unit Award Agreement, Type III
10.56*Form of Time-Vested Restricted Stock Unit Award Agreement, Type IV
10.57*2019 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co.Company and Christopher L. Henson.William H. Rogers, Jr.
10.28*10.58*2008 Amended and Restated EmploymentForm of Restricted Stock Unit Agreement by and among BB&T(Non-Employee Directors) for the Truist Financial Corporation Branch Banking and Trust Co. and Daryl N. Bible.2012 Incentive Plan (effective 2020).
10.29*10.59*2008 Amended and Restated EmploymentForm of Restricted Stock Unit Agreement by and among BB&T(Executive Officers) for the Truist Financial Corporation Branch Banking and Trust Co. and Barbara F. Duck.2012 Incentive Plan (effective 2020).
10.30*2008 Amended and Restated Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Donna C. Goodrich.
10.31*2008 Amended and Restated Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Clarke R. Starnes, III.
10.32*2012 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and William R. Yates.
Truist Financial Corporation 157


10.33*Exhibit No.2014 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and Robert J. Johnson, Jr.DescriptionLocation
10.34*10.60*2016 EmploymentForm of LTIP Award Agreement by and among BB&Tfor the Truist Financial Corporation Branch Banking and Trust Company and W. Bennett Bradley.2012 Incentive Plan (effective 2020).
10.35*2016 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and David H. Weaver.
10.36*
2016 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and Jimmy D. Godwin.

10.37*
2016 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and Brant J. Standridge.

10.38*
2016 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and Dontá L. Wilson.

1110.61*Form of Performance Unit Award Agreement for the Truist Financial Corporation 2012 Incentive Plan (effective 2020).
10.62*Truist Financial Corporation Nonqualified Defined Contribution Plan
10.63*Master Trust Agreement (NonQualified Plans) between Truist Financial Corporation and Fidelity Management Trust Company
10.64*Truist Financial Corporation 401(k) Savings Plan
10.65*Qualified Trust Agreement between Truist Financial Corporation and Fidelity Management Trust Company (July 15, 2020)
10.66*First Amendment to Qualified Trust Agreement between Truist Financial Corporation and Fidelity Management Trust Company (July 15, 2020)
10.67*SunTrust Banks, Inc. Directors Deferred Compensation Plan, amended and restated as of January 1, 2009
10.68*Amendment Number One to the SunTrust Banks, Inc. Directors Deferred Compensation Plan, effective as of January 1, 2018, incorporated by reference to Exhibit 10.14 SunTrust's
10.69*First Amendment to BB&T Corporation Amended and Restated Non-Employee Directors’ Deferred Compensation Plan (Amended and Restated January 1, 2005)
11Statement re computation of earnings per share.
12†21†Statement re computation of ratios.
21†Subsidiaries of the Registrant.
23†22†List of Subsidiary Issuers of Guaranteed Securities.
23†Consent of Independent Registered Public Accounting Firm.
31.131.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15(d)-14(a)15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.231.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15(d)-14(a)15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
3232Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INSXBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.Filed herewith.
Exhibit No.101.SCHDescriptionXBRL Taxonomy Extension Schema.LocationFiled herewith.
101.CAL101.CALXBRL Taxonomy Extension Calculation Linkbase.Filed herewith.
101.DEF101.LABXBRL Taxonomy Definition Linkbase.Filed herewith.
101.INSXBRL Instance Document.Filed herewith.
101.LABXBRL Taxonomy Extension Label Linkbase.Filed herewith.
101.PRE101.PREXBRL Taxonomy Extension Presentation Linkbase.Filed herewith.
101.SCH101.DEFXBRL Taxonomy Extension Schema.Definition Linkbase.Filed herewith.
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits101).Filed herewith.
*Management compensatory plan or arrangement.
Exhibit filed with the SEC and available upon request.
*    Management compensatory plan or arrangement.



158 Truist Financial Corporation


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of February 20, 2018:
24, 2021:
Truist Financial Corporation
(Registrant)
BB&T Corporation
(Registrant)
/s/ Kelly S. King
Kelly S. King
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 20, 2018: 

indicated:
/s/ Kelly S. KingChairman and Chief Executive OfficerFebruary 24, 2021
Kelly S. King
/s/ Kelly S. King/s/ Charles A. Patton
Kelly S. King/s/ William H. Rogers, Jr.Charles A. PattonPresident and Chief Operating OfficerFebruary 24, 2021
ChairmanWilliam H. Rogers, Jr.
/s/ Daryl N. BibleSenior Executive Vice President and Chief ExecutiveFinancial OfficerDirectorFebruary 24, 2021
Daryl N. Bible(Principal Financial Officer)
/s/ Cynthia B. PowellExecutive Vice President and Corporate ControllerFebruary 24, 2021
Cynthia B. Powell(Principal Accounting Officer)
/s/ Jennifer S. Banner/s/ Nido R. QubeinDirectorFebruary 24, 2021
Jennifer S. BannerNido R. Qubein
DirectorDirector
/s/ K. David Boyer, Jr./s/ William J. ReuterDirectorFebruary 24, 2021
K. David Boyer, Jr.William J. Reuter
DirectorDirector
/s/ Agnes Bundy ScanlanDirectorFebruary 24, 2021
Agnes Bundy Scanlan
/s/ Anna R. Cablik/s/ Tollie W. Rich, Jr.DirectorFebruary 24, 2021
Anna R. CablikTollie W. Rich, Jr.
DirectorDirector
/s/ Dallas S. ClementDirectorFebruary 24, 2021
Dallas S. Clement
/s/ I. Patricia HenryPaul D. DonahueDirectorFebruary 24, 2021
Paul D. Donahue
/s/ Paul R. GarciaDirectorFebruary 24, 2021
Paul R. Garcia
/s/ Patrick C. Graney IIIDirectorFebruary 24, 2021
Patrick C. Graney III
/s/ Linnie M. HaynesworthDirectorFebruary 24, 2021
Linnie M. Haynesworth
/s/ Easter A. MaynardDirectorFebruary 24, 2021
Easter A. Maynard
/s/ Donna S. MoreaDirectorFebruary 24, 2021
Donna S. Morea
/s/ Charles A. PattonDirectorFebruary 24, 2021
Charles A. Patton
/s/ Nido R. QubeinDirectorFebruary 24, 2021
Nido R. Qubein
/s/ David M. RatcliffeDirectorFebruary 24, 2021
David M. Ratcliffe
/s/ Frank P. Scruggs, Jr.DirectorFebruary 24, 2021
Frank P. Scruggs, Jr.
/s/ Christine SearsDirectorFebruary 24, 2021
I. Patricia HenryChristine Sears
DirectorDirector
Truist Financial Corporation 159


/s/ Eric C. Kendrick/s/ Thomas E. SkainsDirectorFebruary 24, 2021
Eric C. KendrickThomas E. Skains
DirectorDirector
/s/ Bruce L. TannerDirectorFebruary 24, 2021
/s/ Dr. Louis B. LynnBruce L. Tanner
/s/ Thomas N. ThompsonDirectorFebruary 24, 2021
Dr. Louis B. LynnThomas N. Thompson
DirectorDirector
/s/ Steven C. VoorheesDirectorFebruary 24, 2021
/s/ Daryl N. BibleSteven C. Voorhees/s/ Cynthia B. Powell
Daryl N. BibleCynthia B. Powell
Senior Executive Vice President andExecutive Vice President and
Chief Financial OfficerCorporate Controller
(Principal Financial Officer)(Principal Accounting Officer)


125
160 Truist Financial Corporation