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Form 10-Q Truist Financial Corporation

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Form 10-Q Truist Financial Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ FORM 10-Q _____________________________ ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: March 31, 2020 Commission File Number: 1-10853 _____________________________ TRUIST FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) _____________________________ North Carolina 56-0939887 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 214 North Tryon Street Charlotte, North Carolina 28202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (336) 733-2000 ______________________________ Securities registered pursuant to Section 12(b) of the Act: Trading Name of each exchange Title of each class Symbol on which registered Common Stock, $5 par value TFC New York Stock Exchange Depositary Shares each representing 1/1,000th interest in a share of Series F Non-Cumulative Perpetual Preferred Stock TFC.PF New York Stock Exchange Depositary Shares each representing 1/1,000th interest in a share of Series G Non-Cumulative Perpetual Preferred Stock TFC.PG New York Stock Exchange Depositary Shares each representing 1/1,000th interest in a share of Series H Non-Cumulative Perpetual Preferred Stock TFC.PH New York Stock Exchange Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred Stock TFC.PI New 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 Stock TFC.PJ New York Stock Exchange 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 ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ At April 30, 2020, 1,347,468,353 shares of the registrant's common stock, $5 par value, were outstanding. TABLE OF CONTENTS TRUIST FINANCIAL CORPORATION FORM 10-Q March 31, 2020 Page No. PART I - Financial Information Glossary of Defined Terms 1 Forward-Looking Statements 3 Item 1. Financial Statements Consolidated Balance Sheets (Unaudited) 4 Consolidated Statements of Income (Unaudited) 5 Consolidated Statements of Comprehensive Income (Unaudited) 6 Consolidated Statements of Changes in Shareholders' Equity (Unaudited) 7 Consolidated Statements of Cash Flows (Unaudited) 8 Notes to Consolidated Financial Statements (Unaudited) Note 1. Basis of Presentation 9 Note 2. Business Combinations 15 Note 3. Securities Financing Activities 17 Note 4. Investment Securities 17 Note 5. Loans and ACL 19 Note 6. Goodwill and Other Intangible Assets 25 Note 7. Loan Servicing 26 Note 8. Other Assets and Liabilities 27 Note 9. Shareholders' Equity 28 Note 10. AOCI 28 Note 11. Income Taxes 29 Note 12. Benefit Plans 29 Note 13. Commitments and Contingencies 29 Note 14. Fair Value Disclosures 32 Note 15. Derivative Financial Instruments 36 Note 16. Computation of EPS 40 Note 17. Operating Segments 40 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 42 Item 3. Quantitative and Qualitative Disclosures About Market Risk (see Market Risk Management in MD&A) 61 Item 4. Controls and Procedures PART II - Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities - (none) Item 4. Mine Safety Disclosures - (not applicable) Item 5. Other Information - (none to be reported) Item 6. Exhibits 72 Glossary of Defined Terms The following terms may be used throughout this report, including the consolidated financial statements and related notes. Term Definition ACL Allowance for credit losses AFS Available-for-sale Agency MBS Mortgage-backed securities issued by a U.S. government agency or GSE ALLL Allowance for loan and lease losses ALM Asset/Liability management ARRC Alternative Reference Rates Committee of the FRB and the Federal Reserve Bank of New York AOCI Accumulated other comprehensive income (loss) Basel III Rules Rules issued by the FRB, OCC and FDIC on capital adequacy and liquidity requirements in the U.S for banking organizations. BB&T BB&T Corporation and subsidiaries (changed to "Truist Financial Corporation" effective with the Merger) BHC Bank holding company Board Truist's Board of Directors C&CB Corporate and Commercial Banking, an operating segment CARES Act The Coronavirus Aid, Relief, and Economic Security Act CB&W Consumer Banking and Wealth, an operating segment CCAR Comprehensive Capital Analysis and Review CD Certificate of deposit CDI Core deposit intangible CECL Current expected credit loss model CEO Chief Executive Officer CFO Chief Financial Officer CET1 Common equity tier 1 CIB Corporate and Investment Banking Company Truist Financial Corporation and its subsidiaries (interchangeable with "Truist" below), formerly BB&T Corporation COVID-19 Coronavirus disease 2019 CRE Commercial real estate CRO Chief Risk Officer EPS Earnings per common share EVE Economic value of equity Exchange Act Securities Exchange Act of 1934, as amended FASB Financial Accounting Standards Board FDIC Federal Deposit Insurance Corporation FHLB Federal Home Loan Bank FHLMC Federal Home Loan Mortgage Corporation FNMA Federal National Mortgage Association FRB Board of Governors of the Federal Reserve System GAAP Accounting principles generally accepted in the United States of America GNMA Government National Mortgage Association Grandbridge Grandbridge Real Estate Capital, LLC GSE U.S. government-sponsored enterprise HFI Held for investment HTM Held-to-maturity IH Insurance Holdings, an operating segment IPV Independent price verification IRS Internal Revenue Service LCR Liquidity Coverage Ratio LHFS Loans held for sale LIBOR London Interbank Offered Rate LOCOM Lower of cost or market Market Risk Rule Market risk capital requirements issued jointly by the OCC, U.S. Treasury, FRB, and FDIC MBS Mortgage-backed securities MD&A Management's Discussion and Analysis of Financial Condition and Results of Operations Merger Merger of BB&T and SunTrust effective December 6, 2019 MRLCC Market Risk, Liquidity and Capital Committee MRM Model Risk Management Truist Financial Corporation 1 Term Definition MSR Mortgage servicing right N/A Not applicable NIM Net interest margin, computed on a TE basis NM Not meaningful NPA Nonperforming asset NPL Nonperforming loan NYSE New York Stock Exchange OAS Option adjusted spread OCC Office of the Comptroller of the Currency OCI Other comprehensive income (loss) OPEB Other post-employment benefit OREO Other real estate owned OT&C Other, Treasury and Corporate OTC Over-the-counter Parent Company Truist Financial Corporation, the parent company of Truist Bank and other subsidiaries PCD Purchased credit deteriorated loans PCI Purchased credit impaired loans PSU Performance share units Re-REMICs Re-securitizations of Real Estate Mortgage Investment Conduits ROU assets Right-of-use assets RSA Restricted Stock Award RSU Restricted stock unit RUFC Reserve for unfunded lending commitments SBIC Small Business Investment Company SEC Securities and Exchange Commission Short-Term Borrowings Federal funds purchased, securities sold under repurchase agreements and other short-term borrowed funds with original maturities of less than one year SunTrust SunTrust Banks, Inc. TDR Troubled debt restructuring TE Taxable-equivalent TRS Total Return Swap Truist Truist Financial Corporation and its subsidiaries (interchangeable with the "Company" above), formerly BB&T Corporation Truist Bank Truist Bank, formerly Branch Banking and Trust Company U.S. United States of America U.S. Treasury United States Department of the Treasury UPB Unpaid principal balance VaR Value-at-risk VIE Variable interest entity 2 Truist Financial Corporation Forward-Looking Statements This Quarterly Report on Form 10-Q 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
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