BB&T 2011 Annual Report Download - page 27

Replacement Capital Covenant
As further described below and reflected in the table, BB&T has entered into a transaction involving the issuance of
capital securities (“Capital Securities”) by a Delaware statutory trust formed by the Company (the “Trust”).
Simultaneously with the closing of this transaction, BB&T entered into a replacement capital covenant (the “Replacement
Capital Covenant”) for the benefit of persons that buy, hold or sell a specified series of long-term indebtedness of the
Company or its largest depository institution subsidiary (the “Specified Debt”). The Replacement Capital Covenant was
amended effective November 18, 2011 and provides that neither BB&T nor any of its subsidiaries (including the Trust)
will repay, redeem or purchase any of the Capital Securities and the securities held by the Trust (the “Other Securities”),
as applicable, on or before the date specified in the Replacement Capital Covenant, with certain limited exceptions, except
to the extent that, prior to the date of that repayment, redemption or purchase, the Company has received proceeds from
the sale of qualifying securities that (i) have equity-like characteristics that are the same as, or more equity-like than, the
applicable characteristics of the Capital Securities or Other Securities, as applicable, at the time of repayment, redemption
or purchase, and (ii) the Company has obtained the prior approval of the Federal Reserve Board, if such approval is then
required by the Federal Reserve Board.
The following table identifies the (i) closing date for the transaction, (ii) issuer, (iii) series of Capital Securities issued,
(iv) Other Securities, and (v) applicable Specified Debt.
Closing
Date Issuer Capital Securities Other Securities Specified Debt
6/12/07 BB&T Capital Trust IV
and BB&T Corporation
BB&T Capital Trust
IV’s $600,000,000
Fixed to Floating Rate
Capital Securities
Company’s
$600,010,000 Fixed to
Floating Rate Junior
Subordinated
Debentures due 2077
Company’s 6.75%
junior subordinated
debentures due 2036
underlying the 6.75%
capital securities of
BB&T Capital Trust II
Share Repurchases
BB&T 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.
On June 27, 2006, BB&T’s Board of Directors granted authority under a plan (the “2006 Plan”) for the repurchase of up
to 50 million shares of BB&T’s common stock as needed for general corporate purposes. The 2006 Plan also authorizes
the repurchase of the remaining shares from the previous authorization. The 2006 Plan remains in effect until all the
authorized shares are repurchased unless modified by the Board of Directors. No shares were repurchased in connection
with the 2006 Plan during 2011, 2010 or 2009.
Table 4
Share Repurchase Activity
Total
Shares
Repurchased (1)
Average
Price Paid
Per Share (2)
Total Shares Purchased
Pursuant to
Publicly-Announced Plan
Maximum Remaining
Number of Shares
Available for Repurchase
Pursuant to
Publicly-Announced Plan
(Shares in thousands)
October 1-31, 2011 5 $ 21.79 — 44,139
November 1-30, 2011 3 23.21 — 44,139
December 1-31, 2011 1 22.91 — 44,139
Total 9 22.39 — 44,139
(1) Repurchases reflect shares exchanged or surrendered in connection with the exercise of equity-based awards under
BB&T’s equity-based compensation plans.
(2) Excludes commissions.
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