Home » BB&T Annual Reports » 2015 Annual Report

BB&T 2015 Annual Report Download

Download and view the complete annual report

Please find the complete 2015 BB&T annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

℠

FORM 10-K

BB&T CORP - BBT

Filed: February 25, 2016 (period: December 31, 2015)

Annual report with a comprehensive overview of the company

The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user

assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be

limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 1
...Document Researchâ„ FORM 10-K BB&T CORP - BBT Filed: February 25, 2016 (period: December 31, 2015) Annual report with a comprehensive overview of the company The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user...

Page 2
... Winston-Salem, North Carolina (Tddress of principal executive offices) 27101 (Zip Code) (336) 733-2000 (Registrant's telephone number, including area code) Securities Registered Pursuant to Section 12(b) of the Securities Exchange Tct of 1934: Name of each exchange on which registered New York...

Page 3
...see Market Risk Management) Financial 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...

Page 4
... of Directors" in the Registrant's Proxy Statement for the 2016 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...

Page 5
...50 million shares of BB&T's common stock Allowance for credit losses Assets of Colonial Bank acquired from the Federal Deposit Insurance Corporation during 2009, which are currently covered or were formerly covered under loss sharing agreements Available-for-sale Mortgage-backed securities issued by...

Page 6
... Act of 2001 Purchased credit impaired loans as well as assets of Colonial Bank acquired from the FDIC during 2009, which are currently covered or were formerly covered under loss sharing agreements Financial holding companies included in the industry peer group index Risk Management Committee Risk...

Page 7
... extent required by applicable law or regulation, BB&T undertakes no obligation to revise or update publicly any forward-looking statements for any reason. ITEM 1. BUSINESS BB&T is a FHC headquartered in Winston-Salem, North Carolina. BB&T conducts its business operations primarily through its bank...

Page 8
.... (Charlotte, North Carolina) is 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; CRC Insurance Services...

Page 9
... finance Home equity lending Home mortgage lending Insurance Investment brokerage services Mobile/online banking Payment solutions Retail deposit services Sales finance Small business lending Wealth management/private banking Commercial Services: Asset management Association services Capital markets...

Page 10
... and constantly evolving. BB&T's subsidiaries compete actively with national, regional and local financial services providers, including banks, thrifts, securities dealers, mortgage bankers, finance companies and insurance companies. In recent years, competition has increased from institutions not...

Page 11
... Carolina state-chartered commercial bank, is subject to regulation, supervision and examination by the North Carolina Commissioner of Banks, the FDIC and the CFPB. State and federal law govern the activities in which Branch Bank engages, the investments it makes and the aggregate amount of loans...

Page 12
...Branch Bank's resolution plans are available in the Additional Disclosures section of the Investor Relations site at www.bbt.com. CCAR and Stress Test Requirements Current FRB rules require BB&T and other BHCs with $50 billion or more of total consolidated assets to submit annual capital plans based...

Page 13
... financial condition. BB&T's future capital actions will depend on the FRB's review 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...

Page 14
... is in the form of common equity), to avoid being subject to limits on capital distributions, such as dividend payments, discretionary payments on Tier 1 instruments, share buybacks, and certain discretionary bonus payments to executive officers, including heads of major business lines and similar...

Page 15
... 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 closed-end loans and lines. The rules also increase the overall amount of data required to...

Page 16
... on BB&T's consolidated financial position, results of operations or cash flows. Deposit Insurance 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...

Page 17
... RESPA for closed-end credit transactions secured by real property into two forms with a view towards making the mortgage loan disclosures less confusing and more consumer friendly. Branch Bank delivered the functionality required to meet the effective date of October 3, 2015 for the new integrated...

Page 18
...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 in the Investor Relations section of the Company's website...

Page 19
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 20
... since September 2005. Chief Digital Officer since January 2016. 30 54 President, Community Banking since July 2004. 38 60 Enterprise Risk Manager from July 2009 to December 2015. Data and Technology Services Manager since January 2016. 28 49 Deposit Services Manager since April 2004...

Page 21
... 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...

Page 22
...to pay dividends, or could require BB&T to limit certain business activities or to raise capital, which may adversely affect its results of operations or financial condition. With approximately $209.9 billion in assets at December 31, 2015, BB&T currently qualifies as a standardized approach banking...

Page 23
... Credit Risk Changes in national, regional and local economic conditions and deterioration in the geographic and financial markets in which BB&T operates could lead to higher loan charge-offs and reduce BB&T's net income and growth. BB&T's business is subject to periodic fluctuations based...

Page 24
... 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...

Page 25
... data or that of its clients. These risks may increase in the future as the Company continues to increase its mobile-payment 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...

Page 26
... 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...

Page 27
... 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...

Page 28
...Street, Winston-Salem, North Carolina 27101 and owns or leases other significant office space in the vicinity of its headquarters. BB&T owns free-standing operations centers, with its primary operations and information technology centers located in various locations in the southeastern United States...

Page 29
... dividends declared per share of common stock for each of the last eight quarters. Table 4 Quarterly Summary of Market Prices and Cash Dividends Declared on Common Stock 2015 Cash Sales Prices High Low Close Dividends Declared High Sales Prices Low Close 2014 Cash Dividends Declared Quarter Ended...

Page 30
... Equity" in the "Notes to Consolidated Financial Statements" for information about BB&T's preferred stock. Equity Compensation Plan Information The following table provides information concerning securities to be issued upon the exercise of outstanding equity-based awards, the weighted average price...

Page 31
... of dividends) of BB&T common stock, the S&P 500 Index, and an industry Peer Group. The companies in the Peer Group were Comerica Incorporated, Fifth-Third Bancorp, Huntington Bancshares, Incorporated, KeyCorp, M&T Bank Corporation, PNC Financial Services Group, Inc., Regions Financial Corporation...

Page 32
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 33
....76 10.56 (1) 2011 included a special $0.01 dividend. (2) Excludes trading securities. (3) Loans and leases are net of unearned income and include LHFS. Note: Prior periods have been revised to reflect the adoption of new accounting guidance for investments in qualified affordable housing projects...

Page 34
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 35
... by improvements in FDIC loss share income and higher mortgage banking income. The provision for credit losses was $428 million, compared to $251 million for the prior year. This increase reflects the stabilization in the rate of credit improvement and prior year loan sales that generated gains...

Page 36
... financial services industry given the challenge in growing assets during a period of sustained low interest rates. New technologies and evolving consumer preferences will put pressure on market share and customer loyalty. Global economic and geopolitical risk, including potential financial system...

Page 37
...yields on new loan originations and the runoff of higher yielding loans acquired from the FDIC. The FTE yield on the total securities portfolio was 2.45% for the year ended December 31, 2014, compared to 2.51% for the prior year. The average rate paid on interest-bearing deposits for 2014 dropped to...

Page 38
...(17) 43 (9) Liabilities and Shareholders' Equity Interest-bearing deposits: Interest checking Money market and savings Time deposits Foreign office deposits - interest-bearing Total interest-bearing deposits Short-term borrowings Long-term debt Total interest-bearing liabilities Noninterest-bearing...

Page 39
... provision for credit losses reflects allowance releases on loan sales in the prior year and stabilization in credit trends after an extended period of improvements. The ratio of the ALLL to net charge-offs was 3.36x for 2015, compared to 2.74x for 2014. During the prior year, loan sales resulted in...

Page 40
...accretion related to credit losses on covered loans and a $20 million change in the offset to the provision for covered loans. See "Acquired from the FDIC and FDIC Loss Share Receivable/Payable" for additional information. Mortgage banking income increased $60 million, primarily due to higher volume...

Page 41
... that reflects higher amortization, service and interest costs, partially offset by the estimated return on higher plan assets. Additionally, personnel expense reflects a $50 million increase in employee medical and insurance benefits and a $32 million increase in incentives. Merger-related and...

Page 42
...of $27 million related to a review of mortgage lending processes. Outside IT services totaled $115 million during 2014, compared to $89 million for 2013. This increase was due to third-party costs associated with the new ERP and commercial loan systems. A loss on early extinguishment of debt of $122...

Page 43
... the acquired entity'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 acquisitions, asset and...

Page 44
... charges on deposits, international factoring commissions and letter of credit fees. Intersegment net referral fee income increased $15 million driven by higher loan referrals to the Residential Mortgage Banking segment and higher capital markets referrals to the Financial Services segment. The...

Page 45
... Regional Acceptance loan portfolios, the inclusion of dealer floor plan loans in the segment results beginning in the first quarter of 2015 and the acquisition of Susquehanna's consumer auto leasing business. The allocated provision for credit losses increased $17 million, primarily due to higher...

Page 46
... related to internal business initiatives and the continued centralization of certain support functions into the respective allocated corporate centers. 2014 compared to 2013 Community Banking Community Banking had a network of 1,839 banking offices at the end of 2014, an increase of 14 offices...

Page 47
... reflects a $27 million charge in the fourth quarter of 2014 related to the previously discussed ongoing review of mortgage processes, as well as adjustments in the second quarter of 2014 totaling $118 million related to the previously discussed FHA-insured loan exposures. Dealer Financial Services...

Page 48
...-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. 43 Source: BB&T CORP, 10-K, February 25, 2016 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 49
..., compared to 3.9 years at the end of 2014. The duration of the securities portfolio excludes equity securities, auction rate securities, and certain non-agency MBS acquired from the FDIC. Agency MBS represented 73.7% of the total securities portfolio at year-end 2015, compared to 71.1% as of prior...

Page 50
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 51
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 52
...the Three Months Ended 12/31/15 9/30/15 6/30/15 (Dollars in millions) 3/31/15 12/31/14 Commercial: Commercial and industrial CRE - income producing properties CRE - construction and development Dealer floor plan Direct retail lending Sales finance Revolving credit Residential mortgage Other lending...

Page 53
.... 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, 2015, the direct retail lending portfolio includes $6.7 billion of home equity lines. Approximately...

Page 54
... of Loan and Lease Portfolio Based on BU December 31, 2015 2014 2013 (Dollars in millions) 2012 2011 Commercial: Commercial and industrial CRE-income producing properties CRE-construction and development Dealer floor plan Direct retail lending (1) Sales finance Revolving credit Residential mortgage...

Page 55
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 56
...foreclosed property acquired from the FDIC): Table 18 Rollforward of NPTs Year Ended December 31, 2015 2014 (Dollars in millions) Balance at beginning of year New NPAs Advances and principal increases Disposals of foreclosed assets (1) Disposals of NPLs (2) Charge-offs and losses Payments Transfers...

Page 57
... real estate Foreclosed real estate-acquired from FDIC Other foreclosed property Total NPAs (3)(4)(5) Loans 90 days or more past due and still accruing: Commercial and industrial Dealer floor plan Direct retail lending (1) Sales finance Revolving credit Residential mortgage (1) Residential mortgage...

Page 58
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 59
... 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 4 "Loans and ACL" in the "Notes to Consolidated Financial Statements" herein for additional disclosures related to these...

Page 60
... 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...

Page 61
... 31, 2015 Past Due Current Status 30-89 Days (Dollars in millions) Past Due 90 Days Or More Total Performing TDRs (1): Commercial: Commercial and industrial CRE - income producing properties CRE - construction and development Direct retail lending Sales finance Revolving credit Residential mortgage...

Page 62
...were transferred from direct retail lending to residential mortgage. Charge-offs and recoveries have been reflected in these line items based upon the date the loans were transferred. (2) Includes charge-offs of $11 million related to performing TDR and NPL sales during 2014. Includes charge-offs of...

Page 63
... % During the first quarter of 2014, $8.3 billion in loans were transferred from direct retail lending to residential mortgage. FDIC Loss Share Receivable/Payable and Asset Acquired from the FDIC In connection with the Colonial acquisition, Branch Bank entered into loss sharing agreements with the...

Page 64
...FDIC loss share receivable at the date of acquisition. The fair value of the FDIC loss share receivable/payable was estimated using a discounted cash flow methodology. Acquired loans were aggregated into separate pools based upon common risk characteristics. Each pool is considered a unit of account...

Page 65
... payment. The fair values are based upon a discounted cash flow methodology that is consistent with the acquisition date methodology. The fair value attributable to acquired loans and the aggregate loss calculation changes over time due to the receipt of cash from the FDIC, updated credit loss...

Page 66
...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...

Page 67
... in 2014. 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 at the end of 2015 were...

Page 68
...to structure the debt in a manner that aids in the management of interest rate risk and liquidity. Shareholders' Equity Shareholders' equity totaled $27.3 billion at December 31, 2015, an increase of $3.0 billion, or 12.2%, from year-end 2014. Book value per common share at December 31, 2015 was $31...

Page 69
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 70
... funds prior to any loan advances. Â· Â· Commercial Loan and Lease Portfolio The commercial loan and lease portfolio represents the largest category of the Company's total loan portfolio. BB&T's commercial lending program is generally targeted to serve small-to-middle market businesses with sales...

Page 71
... 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...

Page 72
... to Consolidated Financial Statements" and to "Acquired from FDIC and FDIC Loss Share Receivable/Payable" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report for additional disclosures related to loans acquired from the FDIC. Liquidity...

Page 73
... management and provides other periodic cybersecurity reporting to the RMC and the ORMC. In addition, the Chief Information Officer and Chief Information Security Officer provide a quarterly Cyber Security Update to the Risk Committee or the full Board of Directors on a rotating basis. Annually...

Page 74
... assets, deposits 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 using a combination of market data and internal historical...

Page 75
... 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...

Page 76
... beta of approximately 80% to its managed rate deposits for determining its interest rate sensitivity. Managed rate deposits are high beta, premium money market and interest checking accounts, which attract significant client funds when needed to support balance sheet growth. BB&T regularly conducts...

Page 77
... with commercial clients, these funds are placed in a note receivable at Branch Bank primarily for its use in meeting short-term funding needs and, to a lesser extent, to support the short-term cash needs of the Parent Company. There were no master notes outstanding as of December 31, 2015 or 2014...

Page 78
.... 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's current requirements and plans for continued growth...

Page 79
... 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...

Page 80
... Tier 1 Common Equity Ratio 10.0 % 12.0 8.0 6.0 8.5 7.5 % 9.5 5.5 4.0 6.0 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's double leverage ratio (investments in...

Page 81
... 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 2015 capital plan, and the 2016 capital plan is expected to be submitted during April 2016. Management's capital deployment plan in order of preference is...

Page 82
... income Noncontrolling interest Preferred stock dividends Net income available to common shareholders Basic EPS Diluted EPS Selected Average Balances: Assets Securities, at amortized cost Loans and leases (2) Total earning assets Deposits Short-term borrowings Long-term debt Total interest-bearing...

Page 83
...to the earlier quarter. The average annualized rate paid on long-term debt was 2.11%, compared to 2.22% for the earlier quarter. This decrease was primarily due to early extinguishments of higher cost FHLB advances. Excluding acquired from FDIC and PCI loans, the provision for credit losses was $128...

Page 84
... a third-party pricing service in determining the fair value of its AFS and trading securities. Fair value measurements are derived from market-based pricing matrices that were developed using observable inputs that include benchmark yields, benchmark securities, reported trades, offers, bids...

Page 85
... BB&T originates certain mortgage loans for sale to investors that are carried 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 component of mortgage banking income, while the related...

Page 86
... 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. Management...

Page 87
... 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 2015 that...

Page 88
... balance sheets and the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows present fairly, in all material respects, the financial position of BB&T Corporation and its subsidiaries at December 31, 2015 and 2014, and the results of...

Page 89
... deposits Total deposits Short-term borrowings Long-term debt Accounts payable and other liabilities Total liabilities Commitments and contingencies (Note 14) Shareholders' equity: Preferred stock, $5 par, liquidation preference of $25,000 per share Common stock, $5 par Additional paid-in capital...

Page 90
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 91
... Income Insurance income Service charges on deposits Mortgage banking income Investment banking and brokerage fees and commissions Trust and investment advisory revenues Bankcard fees and merchant discounts Checkcard fees Operating lease income Income from bank-owned life insurance FDIC loss share...

Page 92
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 93
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 94
... Net change in AOCI Stock transactions: Issued in connection with equity awards Shares repurchased in connection with equity awards Excess tax benefits in connection with equity awards Issued in connection with dividend reinvestment plan Issued in connection with 401(k) plan Cash dividends declared...

Page 95
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 96
... paid on common stock Cash dividends paid on preferred stock Other, net Net cash from financing activities Net Change in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Period Cash and Cash Equivalents at End of Period Supplemental Disclosure of Cash Flow Information: Cash paid...

Page 97
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 98
...and commercial general liability insurance on an agency basis and through a wholesale insurance brokerage operation; trust and retirement services; comprehensive wealth advisory services; asset management and capital markets services. Principles of Consolidation The consolidated financial statements...

Page 99
... fair value of the net assets acquired is capitalized as goodwill. BB&T typically issues common stock and/or pays cash for an acquisition, depending 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...

Page 100
...present value of expected future cash flows. Such models incorporate management's best estimates of key variables, such as prepayment speeds, servicing costs and discount rates, that would be used by market participants based on the risks involved. Gains on residential mortgage loan sales, including...

Page 101
...evaluation of mortgage and retail loans includes an evaluation of the client's debt to income ratio, credit report, property value, loan vintage, and certain other client-specific factors that impact their ability to make timely principal and interest payments on the loan. Nonaccrual commercial TDRs...

Page 102
... retail lending, revolving credit, residential mortgage, sales finance and other loans originated by certain retail-oriented subsidiaries, and was identified based on the delinquency-based approach used to estimate the ALLL. The PCI portfolio segment was identified based on the expected cash flows...

Page 103
... contractual cash flows at risk For commercial clients with total credit exposure less than $1 million, BB&T has developed an automated loan review system to identify and proactively manage accounts with a higher risk of loss. The "score" produced by this automated system is updated monthly. During...

Page 104
... 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. Assets Acquired from the FDIC and Related FDIC Loss Share Receivable/Payable Certain loans, securities and other...

Page 105
... 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. The fair value of derivatives in a gain or loss...

Page 106
... 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...

Page 107
... and directors. BB&T values share-based awards at the grant date fair value and recognizes the expense over the requisite service period taking into account retirement eligibility. Pension and Postretirement Benefit Obligations BB&T offers various pension plans and postretirement benefit plans to...

Page 108
... for interim and annual reporting periods beginning after December 15, 2015. The adoption of this guidance is not expected to be material to the consolidated financial statements. During May 2014, the FASB issued new guidance related to Revenue from Contracts with Customers. This guidance supersedes...

Page 109
...closing date of the acquisition as additional information becomes available. Immaterial amounts of the intangible assets recognized are deductible for income tax purposes. Susquehanna UPB Fair Value (Dollars in millions) Assets acquired: Cash, due from banks and federal funds sold Securities Loans...

Page 110
...Cash, due from banks and federal funds sold: The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets. Securities: Fair values for securities are based on quoted market prices, where available. If quoted market prices are not available...

Page 111
... after the closing date of the acquisition as additional information becomes available. The Bank of Kentucky Citi - 41 Branches in Texas (Dollars in millions) Citi - 21 Branches in Texas Period of acquisition Assets acquired: Cash, due from banks and federal funds sold Securities Loans Goodwill CDI...

Page 112
...third quarter of 2015. These securities, which were sold by the end of the third quarter, represented investments in student loans for which there was a significant increase in risk weighting as a result of the implementation of Basel III. The fair value of securities acquired from the FDIC included...

Page 113
... cost and fair value of $5.8 billion and $5.7 billion, respectively. The following table reflects changes in credit losses on securities with OTTI (excluding securities acquired from the FDIC) where a portion of the unrealized loss was recognized in OCI: Year Ended December 31, 2015 2014 (Dollars in...

Page 114
... of tax, in AOCI for AFS securities. The unrealized losses on GSE securities and agency MBS were the result of increases 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...

Page 115
... reductions to the provision for credit losses. Effective October 1, 2014, loans subject to the commercial loss sharing agreement with the FDIC related to the Colonial acquisition were no longer covered by loss sharing. At December 31, 2015, these loans had a carrying value of $273 million, a UPB of...

Page 116
...Commercial: Commercial and industrial CRE-income producing properties CRE-construction and development Dealer floor plan Other lending subsidiaries Retail: Direct retail lending Revolving credit Residential mortgage-nonguaranteed Residential mortgage-government guaranteed Sales finance Other lending...

Page 117
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 118
... Ending Balance Commercial: Commercial and industrial CRE - income producing properties CRE - construction and development Dealer floor plan Other lending subsidiaries Retail: Direct retail lending Revolving credit Residential mortgage-nonguaranteed Residential mortgage-government guaranteed Sales...

Page 119
... 31, 2014 Recorded Investment Related TLLL (Dollars in millions) Commercial: Commercial and industrial CRE-income producing properties CRE-construction and development Dealer floor plan Other lending subsidiaries Retail: Direct retail lending Revolving credit Residential mortgage-nonguaranteed...

Page 120
...Commercial: Commercial and industrial CRE-income producing properties CRE-construction and development Dealer floor plan Other lending subsidiaries Retail: Direct retail lending Revolving credit Residential mortgage-nonguaranteed Residential mortgage-government guaranteed Sales finance Other lending...

Page 121
..., 2015 2014 (Dollars in millions) Performing TDRs: Commercial: Commercial and industrial CRE-income producing properties CRE-construction and development Direct retail lending Revolving credit Residential mortgage-nonguaranteed Residential mortgage-government guaranteed Sales finance Other lending...

Page 122
... and $78 million for the twelve months ended December 31, 2015, 2014 and 2013, respectively. Payment default is defined as movement of the TDR to nonaccrual status, foreclosure or charge-off, whichever occurs first. Changes in the carrying value and accretable yield of PCI loans are presented in the...

Page 123
... Banking and Insurance Services reflect the finalization of valuations for certain assets and liabilities of the above acquisitions. The 2013 adjustment to Specialized Lending primarily represents the goodwill associated with a subsidiary that was sold. During 2014, the transfer of closed-end...

Page 124
... mortgage loans sold, which represents an increase in estimated losses that may be incurred on FHA-insured mortgage loans that have not yet defaulted. The income statement impact of this adjustment was included in loan-related expense on the Consolidated Statements of Income. Payments made to date...

Page 125
... speeds Weighted average OAS Servicing costs Realization of expected net servicing cash flows, passage of time and other Carrying value, December 31, Gains (losses) on derivative financial instruments used to mitigate the income statement effect of changes in fair value $ 844 $ 156 91 (52...

Page 126
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 127
... related to recourse exposure Originated CRE mortgages during the year NOTE 8. Deposits $ 28,163 $ 4,198 1,259 7 7,012 27,599 4,264 1,278 7 5,265 December 31, 2015 2014 (Dollars in millions) Noninterest-bearing deposits Interest checking Money market and savings Time deposits Total deposits...

Page 128
... at December 31, 2015) Floating rate subordinated note due 2017 (LIBOR-based, 0.68% at December 31, 2015) 3.63% subordinated notes due 2025 3.80% subordinated notes due 2026 FHLB advances to Branch Bank: Varying maturities to 2034 Other long-term debt Fair value hedge-related basis adjustments Total...

Page 129
... rates above reflect the impact of cash flow and fair value hedges, as applicable. 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. During the second quarter of 2015...

Page 130
...Compensation Plans December 31, 2015 Shares available for future grants (in thousands) Vesting period, awards granted prior to 2010 Vesting period, awards granted after 2009 Option term 22,016 5.0 yrs 1.0 to 5.0 10.0 The fair value of RSUs is based on the common stock price on the grant date less...

Page 131
... 2006 Repurchase Plan at the Board of Directors' authorization during June of 2015. No shares of common stock were repurchased under either plan during 2015, 2014 or 2013. 118 Source: BB&T CORP, 10-K, February 25, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 132
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 133
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 134
... effects of temporary differences that gave rise to deferred tax assets and liabilities are reflected in the table below: December 31, 2015 2014 (Dollars in millions) Deferred tax assets: ALLL Postretirement plans Net unrealized loss on AFS securities Equity-based compensation Reserves and expense...

Page 135
... and insurance policies on the lives of certain of the covered employees are available to finance future benefits. The following actuarial assumptions were used to determine net periodic pension costs for the qualified pension plan: December 31, 2015 2014 2013 Weighted average assumed discount rate...

Page 136
...in the benefit obligation are to be paid. In developing the expected rate of return, BB&T 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...

Page 137
... the first quarter of 2016. Management may make additional contributions in 2016. For the nonqualified plans, the employer contributions are based on benefit payments. The following table reflects the estimated benefit payments for the periods presented: Qualified Pension Plan Nonqualified Pension...

Page 138
... shares of BB&T common stock valued at $113 million and $117 million at December 31, 2015 and 2014, respectively. International equity securities include a common/commingled fund that consists of assets from several accounts, pooled together, to reduce management and administration costs. Total plan...

Page 139
... housing investments and contingent liabilities related to certain sold loans. 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...

Page 140
... to BB&T's derivatives refer to Note 18 "Derivative Financial Instruments." BB&T has sold certain mortgage-related loans that contain recourse provisions. These provisions generally require BB&T to reimburse the investor for a share of any loss that is incurred after the disposal of the property...

Page 141
...form of vault cash or deposits with the FRB based on specified percentages of certain deposit types, subject to various adjustments. At December 31, 2015, the net reserve requirement was met with vault cash. Branch Bank is subject to laws and regulations that limit the amount of dividends it can pay...

Page 142
... Parent Company Financial Statements Parent Company Condensed Balance Sheets December 31, 2015 2014 (Dollars in millions) Assets: Cash and due from banks Interest-bearing deposits with banks AFS securities at fair value HTM securities at amortized cost Investment in banking subsidiaries Investment...

Page 143
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 144
... debt Net proceeds from common stock issued Net proceeds from preferred stock issued Cash dividends paid on common and preferred stock Other, net Net cash from financing activities Net Change in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End...

Page 145
... 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...

Page 146
... on any security sales to the daily pricing information received from the pricing service. Fair value measurements are derived from market-based pricing matrices that were developed using observable inputs that include benchmark yields, benchmark securities, reported trades, offers, bids, issuer...

Page 147
...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. The changes in fair value of these assets are largely driven by changes in interest rates subsequent to loan funding and...

Page 148
... transfers between Level 1 and Level 2 during 2015, 2014 or 2013. BB&T's private equity and similar investments are primarily in SBIC qualified funds, which focus on equity and subordinated debt investments in privatelyheld middle market companies. These investments generally are not redeemable and...

Page 149
... 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...

Page 150
... 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...

Page 151
... in millions) Cash flow hedges: Interest rate contracts: Pay fixed swaps 3 mo. LIBOR funding $ 9,300 $ â€• $ (214) $ 9,300 $ â€• $ (289) Fair value hedges: Interest rate contracts: Receive fixed swaps Pay fixed swaps Pay fixed swaps Total Long-term debt Commercial loans Municipal securities 13,092...

Page 152
..., in the Consolidated Balance Sheets. Cash 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 Master netting agreements and Credit Support Annexes. The...

Page 153
... rate lock and funding date for mortgage loans originated for sale. 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...

Page 154
...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...

Page 155
... 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. Also, because the development and application...

Page 156
... Finance. Commercial Finance structures and manages asset-based working capital financing, supply chain financing, exportimport finance, accounts receivable management and credit enhancement. Commercial Finance also contains the Mortgage Warehouse Lending business, which provides short-term lending...

Page 157
...-conversion date are reported in the Community Banking segment. Segment Asset Transfer During January 2014, approximately $8.3 billion of home equity loans and lines were transferred from Community Banking to Residential Mortgage Banking based on a change in how these loans are managed as a result...

Page 158
TableofContents BB&T Corporation Reportable Segments - Before Realignment Year Ended December 31 Community Banking 2015 2014 2013 Residential Mortgage Banking 2015 2014 2013 Dealer Financial Services 2015 2014 2013 2015 Specialized Lending 2014 2013 (Dollars in millions) Net interest income (...

Page 159
TableofContents BB&T Corporation Reportable Segments - Tfter Realignment Year Ended December 31 Community Banking 2015 2014 2013 Residential Mortgage Banking 2015 2014 2013 Dealer Financial Services 2015 2014 2013 2015 Specialized Lending 2014 2013 (Dollars in millions) Net interest income (...

Page 160
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 161
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 162
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 163
...the Federal Deposit Insurance Corporation and Branch Banking and Trust Company, dated as of August 14, 2009. Agreement and Plan of Merger, dated as of November 11, 2014, by and between BB&T Corporation and Susquehanna Bancshares, Inc. Agreement and Plan of Merger, dated as of August 17, 2015, by and...

Page 164
... by reference to the Appendix to the Proxy Statement for the 2012 Annual Meeting of Shareholders on Schedule 14A, filed March 12, 2012. Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed April 27, 2015. Incorporated herein by reference to Exhibit 10.2 of...

Page 165
... Plan (2013 - 2015 performance period). Form of LTIP Award Agreement for Executive Officers under the BB&T Corporation 2012 Incentive Plan (2014 - 2016 performance period). Amended and Restated Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Kelly S. King dated...

Page 166
... of the Quarterly Report on Form 10-Q, filed April 30, 2014. Filed herewith. Filed herewith. Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed July 30, 2015. Filed herewith as Note 19 to the consolidated financial statements. Filed herewith. Filed herewith...

Page 167
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 168
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 169
... THE REGISTRANT As of December 31, 2015 BB&T Corporationo a North Carolina corporationo is a FHC. The table below sets forth BB&T's subsidiaries as to State or Jurisdiction of Organization. Subsidiary Branch Banking and Trust Company Agency Technologieso Inc. Atlantic First Title Co. Atlas SPEo LLC...

Page 170
... Rate Premium Finance Corporationo Inc. AFCO Credit Corporation AFCO Acceptance Corporation CAFO US Holdingso Inc. CAFO Holdings Company CAFO Inc. Prime Rate Premium Finance of Californiao Inc. SBI Asset Backed Securities Companyo LLC SFH 5o Inc. Salem Financialo Inc. Susquehanna Commercial Financeo...

Page 171
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 172
... Service Corp.) SALE NYCo LLC Susquehanna Auto Lease Exchangeo LLC Regional Acceptance Corporation Rega Insurance Serviceso Inc. Regional Fidelity Reinsuranceo Ltd. Sterling Capital Management LLC Sterling Capital wCayman) Limited Stratton Management Company Valley Forge Asset Managemento LLC State...

Page 173
... BB&T Corporation of our report dated February 25, 2016 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP Greensboro, North Carolina February 25, 2016...

Page 174
... or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in...

Page 175
... or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 25, 2016 /s/ Daryl N. Bible Daryl N. Bible Senior Executive Vice President and Chief Financial Officer Source: BB&T CORP, 10-K, February 25, 2016 Powered by Morningstar...

Page 176
... Executive Officer and Chief Financial Officer of BB&T Corporation (the "Company"), do hereby certify that 1. The Annual Report on Form 10-K for the fiscal period ended December 31, 2015 (the "Form 10-K") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities...

Page 177
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 178
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 179
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 180
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 181
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 182
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 183
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 184
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 185
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 186
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 187
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 188
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 189
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 190
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 191
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 192
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 193
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 194
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 195
... by the Plan Administrator, a Particisant or his Beneficiary may make one or more elections to change the time or form of a distribution of such Particisant's Susslemental Death Benefit; srovided, however, such election may not take effect until at least twelve (12) months after the date on which...

Page 196
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 197
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 198
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 199
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 200
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 201
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 202
... file such resorts as may be required with the United States Desartment of Labor, the Internal Revenue Service and any other government agencies to which resorts may be required to be submitted from time to time; To srovide for disclosure of Plan srovisions and other information relating to the Plan...

Page 203
...sarticisate in the Plan excest to the extent otherwise srovided in the Plan; and In ...timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial...

Page 204
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 205
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 206
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 207
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 208
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 209
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 210
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 211
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 212
... longer a highly comsensated or management emsloyee; or (ii) the end of the Plan Year in ...timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial...

Page 213
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 214
... and benefit sayments; srovided, however, that the Plan Administrator may use the last address on file with it as a valid address. Any notice required or sermitted to be given to any such Particisant or Beneficiary shall be deemed given if directed to such address and mailed by regular United States...

Page 215
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 216
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 217
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 218
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 219
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 220
... of a comsany or business that was merged with or acquired by the Comsany. (1) Albemarle Savings & Loan Association. The Albemarle Savings & Loan Association merged into the Emsloyer on January 1, 1992 (the "Merger Date"). The Susslemental Pension Benefit of a Particisant in the Plan who was an...

Page 221
... (4) Carolina Savings Bank. The Carolina Savings Bank merged into the Emsloyer on August 16, 1993 (the "Merger Date"). The Susslemental Pension Benefit of a Particisant in the Plan who was an emsloyee of the Carolina Savings Bank as of the Merger Date, and who (A) was also then a "highly comsensated...

Page 222
... was an emsloyee of Mutual Savings Bank of Rockingham County, SSB as of the Merger Date and who was also a "highly comsensated emsloyee" (as defined in Section 414(q) of the Code) as of the Merger Date, Years of Credited Service of such Particisant under the Qualified Pension Plan shall be deemed to...

Page 223
Mid-America Bank of Louisville and Trust Comsany Benefit Restoration Plan (the "Mid-America Plan"). Effective as of the close of business on December 31, 2002 (the "Mid-America Plan Merger Date"), the Mid-America Plan was merged into the Plan. The following ssecial srovisions shall assly to ...

Page 224
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 225
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 226
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 227
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 228
... form attached hereto is hereby added to the Plan. IN WITNESS WHEREOF, this Second Amendment to the BB&T Non-.ualified eefined Benefit Plan (January 1, 2012 Restatement) is executed on behalf of the Company on this ____ day of _____, 2015. BB&T CORPORATION By: Title:Senior Executive Vice President...

Page 229
... Participants still employed on eecember 31, 2015. 1. 2. 3. (B) The Participant's Plan Account balance under the Susquehanna SERP at eecember 31, 2015 shall be credited with interest at an annual rate of 4% from eecember 31, 2015 to the Participant's Normal Retirement Age. The Plan Account balance...

Page 230
... generally be double the normal monthly annuity so as to provide an additional benefit that makes up for the 30-day waiting period following Separation from Service. 2. Optional Forms: Prior to the commencement of Susquehanna Benefit payments, a Participant may elect to receive payment in any of the...

Page 231
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 232
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 233
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 234
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 235
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 236
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 237
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 238
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 239
... respect to each Participant the balance credited to his Account as of the applicable Adjustment Date following adjustment thereof as provided in Article VII. (3) The term "Adjustment Date" shall mean each day securities are traded on the New York Stock Exchange, except regularly scheduled holidays...

Page 240
... Benefits Plan Committee which shall have the powers, duties, and responsibilities set forth in Article VIII. (9) The term "Company" shall mean BB&T Corporation, a North Carolina corporation with its principal office at Winston-Salem, North Carolina, or any successor thereto by merger, consolidation...

Page 241
... subaccounts of each Participant's Account. Each Investment Fund Credit shall be equal to one share of each Investment Fund. The value of each Investment Fund Credit shall be equivalent to the net value of a share of the applicable Investment Fund as of any Adjustment Date. 5 Source: BB&T CORP, 10...

Page 242
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 243
...) time to time. The term "Savings Plan" shall mean the BB&T Corporation 401(k) Savings Plan, as it may be amended from (38) The term "Section 409A" shall mean Section 409A of the Code and the guidance issued thereunder by the United States Department of Treasury and/or the Internal Revenue Service...

Page 244
... Credits. Each Participant who is a participant in the Savings Plan may elect to reduce on a pre-tax basis his Covered Compensation from the Employer for any Plan Year by a percentage as set forth on a Salary Reduction Election Form which the Participant executes prior to the applicable Entry Date...

Page 245
... Entry Date other than January 1 as provided in Section 3.1.1 shall be limited to that portion of his Covered Compensation to be earned for services to be performed subsequent to his submission of his Salary Reduction Election Form and ending on December 31 of such Plan Year. 3.2.2 Crediting Company...

Page 246
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 247
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 248
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 249
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 250
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 251
... payment would be represented by a fractional share, such portion shall be paid in cash. As of each February 1 after the first annual installment payment (the "Annual Valuation Date"), the number of shares of Company Stock distributed to the Participant shall be determined by multiplying the value...

Page 252
...number of shares of Company Stock distributable to the Beneficiary shall be determined as of the Adjustment Date that the death benefit from the Plan is actually processed by the Committee or its designee. Any portion of a payment that would be represented by a fractional share shall be paid in cash...

Page 253
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 254
... to the provisions of Article XVII, a Participant may, at any time prior to his Separation from Service, make application to the Committee to receive a cash payment in a lump sum of all or a portion of the total amount credited to his Account (other than the forfeitable portion of his Matching...

Page 255
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 256
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 257
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 258
...in writing in advance of the date such change is to be effective. The Investment Fund Accounts shall be adjusted as provided in Section 7.4 and any fractional shares shall be accounted for as such. 7.3 Deemed Investment in Company Stock by Former Stock Plan Participants. The amounts transferred from...

Page 259
... Former Stock Plan Participants in writing in advance of the date such change is to be effective. All deemed cash dividends payable with respect to Company Stock Credits then allocated to the Participant's Company Stock Accounts shall be credited to his applicable Investment Fund Accounts in...

Page 260
...(c) Finally, any Investment Fund Credits forfeited with respect to the Investment Fund Account of the Matching Account since the next preceding Adjustment Date shall be debited. 7.5 Adjustment of Company Stock Account. As of the close of business of the Company on each Adjustment Date, the number of...

Page 261
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 262
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 263
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 264
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 265
...harmless, directly from its own assets (including the proceeds of any insurance policy the premiums for which are paid from the Company's own assets), each member of the Committee and each other officer, Employee, or director of the Company to whom any duty or power relating to the administration or...

Page 266
...a select group of highly compensated or management employees. The obligation of the Employer to make payments hereunder may constitute a general unsecured obligation of the Employer to the Participant. Notwithstanding the foregoing, the Company shall establish and maintain a special separate fund as...

Page 267
..., the Appendices attached hereto. 10.3 Plan Administrator. (i) To file such reports as may be required with the United States Department of Labor, the Internal Revenue Service and any other government agencies to which reports may be required to be submitted from time to time; 31 Source: BB&T CORP...

Page 268
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 269
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 270
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 271
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 272
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 273
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 274
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 275
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 276
...to the Plan are listed on Appendix C attached hereto, as the same may be amended from time to time by the Committee. The special provisions shall apply to all employer-parties to the Plan are hereinafter set forth. 16.2 Single Plan. The Plan is a single plan with respect to all parties. 16.3 Service...

Page 277
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 278
... be given by posting or by other publication. 18.2 Lost Distributees. A benefit shall be deemed forfeited if the Plan Administrator is unable after a reasonable period of time to locate the Participant or Beneficiary to whom payment is due. 18.3 Reliance on Data. The Employer, the Committee, and the...

Page 279
... loss of or depreciation in value of any right or benefit that any of them may acquire under the terms of the Plan, nor does the Employer guarantee to any of them that the assets of the Employer will be sufficient to provide any or all benefits payable under the Plan at any time, including any time...

Page 280
... to making any benefit payment under the Plan. Whenever under the Plan payments are to be made by the Employer in cash, such payments shall be net of any amounts sufficient to satisfy all federal, state, and local withholding tax requirements. Whenever payments shall be made in Company Stock, the...

Page 281
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 282
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 283
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 284
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 285
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 286
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 287
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 288
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 289
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 290
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 291
... of North Carolina to Govern Reports Counterparts Sale of Assets Securities Laws Third-Party Beneficiaries Compliance with Code Section 409A 31 31 31 31 31 31 32 32 33 iii Source: BB&T CORP, 10-K, February 25, 2016 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 292
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 293
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 294
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 295
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 296
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 297
... assets of the Trust Fund shall be invested in short and intermediate term obligations of the United States government or its agencies, savings certificates and certificates of deposit issued by federally-insured financial institutions, cash equivalent deposits or accounts, life insurance policies...

Page 298
... such plan; 3.2.4 To invest or reinvest principal and income of the Trust Fund, without distinction, in (i) common or preferred stocks, (ii) Company Stock, (iii) bonds, notes or other securities (including commercial paper and other short-term obligations), (iv) cash equivalent deposits or accounts...

Page 299
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 300
... Prior Plan Account; (6) Profit Sharing Account; and (7) Deferred Compensation Account. The Trustee shall also establish and maintain with respect to each separate account maintained one or more of the following sub-accounts: (A) Fixed Rate Account; (B) Investment Fund Account; and (C) Company Stock...

Page 301
...Qualified Assets" shall refer to: (i) common or preferred stocks with a recognized market; (ii) Company Stock; (iii) bonds, notes or other securities with a recognized market (including commercial paper and other short-term obligations); (iv) mutual fund shares; (v) cash, or cash equivalent deposits...

Page 302
... by the Company); or (2) the date, when as a result of a tender offer or exchange offer for the purchase of securities of the Company (other than such an offer by the Company for its own securities), or as a result of a proxy contest, merger, share exchange, consolidation or sale of assets, or as...

Page 303
... of Accounts; Payments by the Trustee: 6.1 Adjustment of Fixed Rate Accounts: As of the close of business of the Trustee on each day securities are traded on the New York Stock Exchange, except regularly scheduled holidays of the Trustee ("Adjustment Date"), each Fixed Rate Account with respect...

Page 304
... Date as provided in Section 5.2. (3) There shall be credited (i) any cash dividends payable with respect to Company Stock then allocated to the Company Stock Account of the Participant which are to be credited to his Fixed Rate Account, (ii) cash proceeds from the sale of any Company Stock...

Page 305
... Date as provided in Section 5.2. (3) There shall be credited (i) any cash dividends payable with respect to Company Stock then allocated to the Company Stock Account of the Participant which are to be credited to his Fixed Rate Account, (ii) cash proceeds from the sale of any Company Stock...

Page 306
...last preceding Adjustment Date as provided in Section 5.2. (3) There shall be credited cash proceeds from the sale of any mutual fund shares then allocated to an Investment Fund Account of the Participant which are to be credited to his Fixed Rate Account. (4) There shall be credited an amount equal...

Page 307
...last preceding Adjustment Date as provided in Section 5.2. (3) There shall be credited cash proceeds from the sale of any mutual fund shares then allocated to an Investment Fund Account of the Participant which are to be credited to his Fixed Rate Account. (4) There shall be credited an amount equal...

Page 308
... in excess of the Plan Benefits attributable to such account as of such Adjustment Date. 6.1.7 Profit Sharing Fixed Rate Account: The Fixed Rate Account (which account functions as a sub-account of the Profit Sharing Account) of each Participant shall be adjusted in this order: (1) There shall be...

Page 309
... fund shares with a value in excess of the Plan Benefits attributable to the Investment Fund Account as of such Adjustment Date. 6.4 Adjustment of Unallocated Account: As of the close of business of the Trustee on each Adjustment Date, the Unallocated Account shall be adjusted in the following order...

Page 310
... shall be adjusted in this order: (1) There shall be debited any mutual fund shares sold from the Investment Fund Account since the next preceding Adjustment Date, including any sales for the benefit of the Company's general creditors (other than payments to Participants under the terms of the...

Page 311
...obligation to pay benefits to any Participant shall be limited to payment of amounts properly credited to such Participant's Participant Account. 6.6.2 The Trustee shall make payments to the persons entitled thereto under the Plans in such number of shares of Company Stock and amounts of cash as the...

Page 312
... to verify the other information set forth in the written application for Plan Benefits, including, but not limited to, the obtaining of affidavits and the review of Company records. The Trustee may also engage its own counsel and other experts to assist it in making its determination. The expense...

Page 313
... of such Company Stock on the books of the Company. In any event, the Company shall timely furnish each Participant with the appropriate tax information form evidencing such payment and the amount thereof. The Company's share of any employment taxes attributable to benefits paid by the Trustee...

Page 314
... of any investments, receipts, disbursements and other transactions hereunder. All accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times by any person designated by the Company. 8.2 Settlement of Accounts: Within sixty days after the close of each...

Page 315
... all investments and securities purchased and sold, with the cost or net proceeds of such purchases or sales, and showing all cash, securities and other property held at the end of such Fiscal Year or other period. If within ninety days after the filing of such account the Company has not filed with...

Page 316
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 317
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 318
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 319
... Plans. 14.2 Insolvency: Should anyone employer-party to a Plan become Bankrupt or Insolvent, only that portion of the Trust Fund with a value equal to the Plan Benefits of the Participants employed by the Bankrupt or Insolvent employer-party shall be subject to the suspension of payment rules set...

Page 320
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 321
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 322
... and construed, enforced and administered in accordance with the laws of the State of North Carolina. 15.12 Reports: The Trustee shall not be required to file any annual or other returns or reportÂ§ to any court, or to give any bond or to secure any order or consent of any court to carry out any of...

Page 323
... Benefits of all, and the Company shall pay to each Participant the sum of the above amounts with respect to the Participant less the amount paid to each by the Trustee. Such payment shall be made by the Company in cash in a lump sum at the time of the sale or other transfer. 15.15 Securities Laws...

Page 324
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 325
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 326
... This 2016 EMPLOYMENT AGREEMENT ("Agreement") is made and entered into effective as of the 1st day of January, 2016, (the "Effective Date"), by and among BB&T CORPORATION , a North Carolina corporation ("BB&T" ) , BRANCH BANKING AND TRUST COMPANY , a North Carolina chartered commercial bank ("BBTC...

Page 327
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 328
... awards in cash or securities, made available to other executives of Employer similarly situated to Executive, as such plan or plans may be modified from time to time, or such other similar plans for which Executive may become eligible and designated a participant. 1.4.3 Employee Benefits. Executive...

Page 329
... of Directors described in this Section 1.6.7; provided, however , that during any such thirty (30) day period, Employer may suspend, with no reduction in pay or benefits, Executive from Executive's duties as set forth herein (including, without limitation, Executive's position as a representative...

Page 330
(ii) (iii) a reduction by Employer in Executive's annual Base Salary as then in effect; or the exclusion of Executive from participation in Employer's employee benefit plans (in which Executive meets the participation eligibility requirements) in effect as of, or adopted or implemented on or after,...

Page 331
... (1) year period following Executive's Termination Date. Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the...

Page 332
... (1) year period following Executive's Termination Date. Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the...

Page 333
...shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the term of such plan or arrangement. Employer shall make available to...

Page 334
... Employer to make payments subsequent to termination of Executive's Employment Term shall survive any such termination. 1.7.7 SERP. Executive is a participant in the BB&T Corporation Non-Qualified Defined Benefit Plan (the "SERP"). The SERP was formerly known as the Branch Banking and Trust Company...

Page 335
... who is also engaged in the Business; (iii) call upon any of the depositors, customers or clients of Employer (or of any Affiliate who is also engaged in the Business) who were such at any time during the twelve-month period ending on the Termination Date whose needs Executive gained 10 Source...

Page 336
...the depositors, customers or clients of Employer (or of any Affiliate who is also engaged in the Business) who were such at any time during the twelve-month period ending on the Termination Date whose needs Executive gained information about during Executive's employment with Employer; or (v) induce...

Page 337
... or other digital intellectual property, books, records, forms, data, manuals, handbooks or any other papers or writings relating to the Business or the operations of Employer or their Affiliates. 2.5 WORK PRODUCT. Employer alone shall be entitled to all benefits, profits and results arising from or...

Page 338
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 339
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 340
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 341
...banking business, which business includes, but is not limited to, the consumer, savings, and commercial banking business; the trust business; the savings and loan business; and the mortgage banking business. c. "Change of Control" the earliest of the following dates: (i) the date any person or group...

Page 342
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 343
... property, marketing plans, business and sales plans and strategies, training programs and procedures, acquisition prospects, customer lists, diagrams and charts and similar items, depositor lists, clients lists, credit information, budgets, projections, new products, information covered by...

Page 344
... Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive's separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior...

Page 345
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 346
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 347
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 348
..., BRANCH BANKING AND TRUST COMPANY , a North Carolina chartered commercial bank ("BBTC"), and DAVID H. WEAVER , an individual ("Executive"). BB&T and BBTC are collectively referred to as the "Employer". RECITALS WHEREAS, Employer and their Affiliates are engaged in the banking and financial services...

Page 349
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 350
... awards in cash or securities, made available to other executives of Employer similarly situated to Executive, as such plan or plans may be modified from time to time, or such other similar plans for which Executive may become eligible and designated a participant. 1.4.3 Employee Benefits. Executive...

Page 351
... of Directors described in this Section 1.6.7; provided, however , that during any such thirty (30) day period, Employer may suspend, with no reduction in pay or benefits, Executive from Executive's duties as set forth herein (including, without limitation, Executive's position as a representative...

Page 352
(ii) (iii) a reduction by Employer in Executive's annual Base Salary as then in effect; or the exclusion of Executive from participation in Employer's employee benefit plans (in which Executive meets the participation eligibility requirements) in effect as of, or adopted or implemented on or after,...

Page 353
... (1) year period following Executive's Termination Date. Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the...

Page 354
... (1) year period following Executive's Termination Date. Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the...

Page 355
...shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the term of such plan or arrangement. Employer shall make available to...

Page 356
... Employer to make payments subsequent to termination of Executive's Employment Term shall survive any such termination. 1.7.7 SERP. Executive is a participant in the BB&T Corporation Non-Qualified Defined Benefit Plan (the "SERP"). The SERP was formerly known as the Branch Banking and Trust Company...

Page 357
... who is also engaged in the Business; (iii) call upon any of the depositors, customers or clients of Employer (or of any Affiliate who is also engaged in the Business) who were such at any time during the twelve-month period ending on the Termination Date whose needs Executive gained 10 Source...

Page 358
...the depositors, customers or clients of Employer (or of any Affiliate who is also engaged in the Business) who were such at any time during the twelve-month period ending on the Termination Date whose needs Executive gained information about during Executive's employment with Employer; or (v) induce...

Page 359
... or other digital intellectual property, books, records, forms, data, manuals, handbooks or any other papers or writings relating to the Business or the operations of Employer or their Affiliates. 2.5 WORK PRODUCT. Employer alone shall be entitled to all benefits, profits and results arising from or...

Page 360
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 361
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 362
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 363
...banking business, which business includes, but is not limited to, the consumer, savings, and commercial banking business; the trust business; the savings and loan business; and the mortgage banking business. c. "Change of Control" the earliest of the following dates: (i) the date any person or group...

Page 364
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 365
... property, marketing plans, business and sales plans and strategies, training programs and procedures, acquisition prospects, customer lists, diagrams and charts and similar items, depositor lists, clients lists, credit information, budgets, projections, new products, information covered by...

Page 366
... Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive's separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior...

Page 367
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 368
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 369
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 370
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

BB&T 2015 Annual Report Download

Download and view the complete annual report

Table of contents