Shareholders' Equity

12 Months Ended

Dec. 31, 2019

Preferred Stock

On July 29, 2019, the Company issued $1.7 billion of series N non-cumulative perpetual preferred stock with a stated dividend rate of 4.800% per annum for net proceeds of $1.7 billion. The Company issued depositary shares, each of which represents a fractional ownership interest in a share of the 68,000 shares of the Company's series N preferred stock. The preferred stock has no stated maturity and redemption is solely at the option of the Company in whole, but not in part, upon the occurrence of a regulatory capital treatment event, as defined. In addition, the preferred stock may be redeemed in whole or in part, on any dividend payment date after September 1, 2024. Refer to the table below for additional details regarding the preferred shares and dividends.

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

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 shares and dividends and "Note 2. Business Combinations" for additional information related to the Merger.

On February 10, 2020, the Company announced its intention to redeem all outstanding 5,000 shares of its perpetual preferred stock series K and the corresponding depositary shares representing fractional interests in each series for $500 million plus any unpaid dividends on March 16, 2020. The preferred stock redemption is in accordance with the terms of the Company’s Articles of Amendment to its Restated Articles of Incorporation, effective as of December 6, 2019.

The following table presents a summary of the non-cumulative perpetual preferred stock as of December 31, 2019:


Preferred Stock Issue (Dollars in millions)	Issuance Date		Earliest Redemption Date	Liquidation Amount		Carrying Amount		Dividend Rate				Dividend Payments


Series F	10/31/2012		11/1/2017	$	450	$	437	5.200	%		Quarterly
Series G	5/1/2013		6/1/2018	500		487		5.200			Quarterly
Series H	3/9/2016		6/1/2021	465		450		5.625			Quarterly
Series I	12/6/2019	(1)	12/15/2024	173		168		4.000		(2)	Quarterly
Series J	12/6/2019	(1)	12/15/2024	103		92		4.000		(3)	Quarterly
Series K	12/6/2019	(1)	12/15/2019	500		503		5.754		(4)	Quarterly
Series L	12/6/2019	(1)	12/15/2024	750		766		5.050		(5)	Semi-annually	(8)
Series M	12/6/2019	(1)	12/15/2027	500		516		5.125		(6)	Semi-annually	(8)
Series N	7/29/2019		9/1/2024	1,700		1,683		4.800		(7)	Semi-annually
Total				$	5,141	$	5,102

(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) Dividend rate reset on December 15, 2019, and dividend rate is 3-month LIBOR plus 3.860%.

(5) Fixed dividend rate will reset on June 15, 2022, then dividend rate will be 3-month LIBOR plus 3.102%.

(6) Fixed dividend rate will reset on December 15, 2027, then dividend rate will be 3-month LIBOR plus 2.786%.

(7) Fixed dividend 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%.

(8) Dividend payments become quarterly after dividend rate reset.

Dividends on the preferred stock are non-cumulative and payable when declared by 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's preferred stock. The preferred stock has no stated maturity and redemption is solely at the option of the Company in whole, but not in part, upon the occurrence of a regulatory capital treatment event, as defined. Under current rules, any redemption of the preferred stock is subject to prior approval of the FRB. The preferred stock is not subject to any sinking fund or other obligations of the Company.

Dividends

The following table presents the dividends declared related to common stock.








Year Ended December 31,	2019		2018		2017
Cash dividends declared per share	$	1.710	$	1.560	$	1.260

Share Repurchase Plan Activity

Truist suspended its share repurchase program in 2019 to build capital for the Merger and does not anticipate that share repurchases will resume until capital ratios return to higher levels. During 2018, the Company repurchased $1.2 billion of common stock, which represented 23.2 million shares, through a combination of open market and accelerated share repurchases. During 2017, the Company repurchased $1.6 billion of common stock, which represented 35.5 million shares, through a combination of open market and accelerated share repurchases. Repurchased shares revert to the status of authorized and unissued shares upon repurchase.