Accounting standards define fair value as the exchange price that would be received on the measurement date to sell an asset or the price paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants, with a three level valuation input hierarchy.

The following tables present fair value information for assets and liabilities measured on a recurring basis:

	June 30, 2014			Total		Level 1		Level 2		Level 3

				(Dollars in millions)
	Assets:
		Trading securities		$	463	$	280	$	170	$	13
		AFS securities:
			U.S. Treasury		1,095		―		1,095		―
			MBS issued by GSE		16,234		―		16,234		―
			States and political subdivisions		1,954		―		1,954		―
			Non-agency MBS		277		―		277		―
			Other		43		8		35		―
			Covered		1,333		―		523		810
		LHFS			1,692		―		1,692		―
		Residential MSRs			954		―		―		954
		Derivative assets:
			Interest rate contracts		892		―		867		25
			Foreign exchange contracts		2		―		2		―
		Private equity and similar investments			322		―		―		322
			Total assets	$	25,261	$	288	$	22,849	$	2,124

	Liabilities:
		Derivative liabilities:
			Interest rate contracts	$	835	$	―	$	834	$	1
			Foreign exchange contracts		4		―		4		―
		Short-term borrowings			170		―		170		―
			Total liabilities	$	1,009	$	―	$	1,008	$	1

December 31, 2013			Total		Level 1		Level 2		Level 3

			(Dollars in millions)
Assets:
	Trading securities		$	381	$	256	$	125	$	―
	AFS securities:
		U.S. Treasury		595		―		595		―
		MBS issued by GSE		17,929		―		17,929		―
		States and political subdivisions		1,851		―		1,851		―
		Non-agency MBS		291		―		291		―
		Other		45		10		35		―
		Covered		1,393		―		532		861
	LHFS			1,222		―		1,222		―
	Residential MSRs			1,047		―		―		1,047
	Derivative assets:
		Interest rate contracts		862		―		859		3
		Foreign exchange contracts		2		―		2		―
	Private equity and similar investments			291		―		―		291
		Total assets	$	25,909	$	266	$	23,441	$	2,202

Liabilities:
	Derivative liabilities:
		Interest rate contracts	$	967	$	―	$	953	$	14
		Foreign exchange contracts		3		―		3		―
	Short-term borrowings			84		―		84		―
		Total liabilities	$	1,054	$	―	$	1,040	$	14

The following discussion focuses on the valuation techniques and significant inputs for Level 2 and Level 3 assets and liabilities.

A third-party pricing service is generally utilized in determining the fair value of the securities portfolio. 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 spreads and broker quotes. As described by security type below, additional inputs may be used, or some inputs may not be applicable. In the event that market observable data was not available, which would generally occur due to the lack of an active market for a given security, the valuation of the security would be subjective and may involve substantial judgment by management.

Trading securities: Trading securities are composed of various types of debt and equity securities, primarily consisting of debt securities issued by the U.S. Treasury, GSEs, or states and political subdivisions. The valuation techniques used for these investments are more fully discussed below.

U.S. Treasury securities: Treasury securities are valued using quoted prices in active over the counter markets.

GSE securities and MBS issued by GSE: GSE pass-through securities are valued using market-based pricing matrices that are based on observable inputs including benchmark TBA security pricing and yield curves that were estimated based on U.S. Treasury yields and certain floating rate indices. The pricing matrices for these securities may also give consideration to pool-specific data supplied directly by the GSE. GSE CMOs are valued using market-based pricing matrices that are based on observable inputs including offers, bids, reported trades, dealer quotes and market research reports, the characteristics of a specific tranche, market convention prepayment speeds and benchmark yield curves as described above.

States and political subdivisions: These securities are valued using market-based pricing matrices that are based on observable inputs including MSRB reported trades, issuer spreads, material event notices and benchmark yield curves.

Non-agency MBS: Pricing matrices for these securities are based on observable inputs including offers, bids, reported trades, dealer quotes and market research reports, the characteristics of a specific tranche, market convention prepayment speeds and benchmark yield curves as described above.

Other securities: These securities consist primarily of mutual funds and corporate bonds. These securities are valued based on a review of quoted market prices for assets as well as through the various other inputs discussed previously.

Covered securities: Covered securities consist of re-remic non-agency MBS, municipal securities and non-agency MBS. Covered state and political subdivision securities and certain non-agency MBS are valued in a manner similar to the approach described above for those asset classes. The re-remic non-agency MBS, which are categorized as Level 3, are valued based on broker dealer quotes that reflected certain unobservable market inputs. Sensitivity to changes in the fair value of covered securities is significantly offset by changes in BB&T's indemnification asset from the FDIC.

LHFS: Certain mortgage loans 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 changes in the fair value of servicing associated with the mortgage LHFS.

Residential MSRs: Residential MSRs are valued using an OAS valuation model to project cash flows over multiple interest rate scenarios, which are then discounted at risk-adjusted rates. The model considers portfolio characteristics, contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. Fair value estimates and assumptions are compared to industry surveys, recent market activity, actual portfolio experience and, when available, other observable market data.

Derivative assets and liabilities: The fair values of derivatives are determined based on quoted market prices and internal pricing models that are primarily sensitive to market observable data. The fair values of interest rate lock commitments, which are related to mortgage loan commitments and are categorized as Level 3, are based on quoted market prices adjusted for commitments that are not expected to fund and include the value attributable to the net servicing fees.

Private equity and similar investments: Private equity and similar investments are measured at fair value based on the investment's net asset value. In many cases there are no observable market values for these investments and therefore management must estimate the fair value based on a comparison of the operating performance of the company to multiples in the marketplace for similar entities. This analysis requires significant judgment, and actual values in a sale could differ materially from those estimated.

Short-term borrowings: Short-term borrowings represent debt securities sold short that are entered into as a hedging strategy for the purposes of supporting institutional and retail client trading activities.

The following tables summarize activity for level 3 assets and liabilities:

										Private Equity
				Covered		Residential		Net		and Similar
Three Months Ended June 30, 2014				Securities		MSRs		Derivatives		Investments


Balance at April 1, 2014				$	832	$	1,008	$	4	$	328
	Total realized and unrealized gains (losses):
		Included in earnings:
			Interest income		2		―		―		―
			Mortgage banking income		―		(54)		29		―
			Other noninterest income		―		―		―		9
		Included in unrealized net holding gains (losses) in OCI			3		―		―		―
	Purchases				―		―		―		14
	Issuances				―		33		28		―
	Sales				―		―		―		(29)
	Settlements				(27)		(33)		(37)		(1)
	Transfers into Level 3				―		―		―		1
Balance at June 30, 2014				$	810	$	954	$	24	$	322

Change in unrealized gains (losses) included in earnings for the period,
	attributable to assets and liabilities still held at June 30, 2014			$	2	$	(54)	$	24	$	(6)

										Private Equity
				Covered		Residential		Net		and Similar
Three Months Ended June 30, 2013				Securities		MSRs		Derivatives		Investments


Balance at April 1, 2013				$	996	$	735	$	35	$	330
	Total realized and unrealized gains (losses):
		Included in earnings:
			Interest income		8		―		―		―
			Mortgage banking income		―		100		30		―
			Other noninterest income		―		―		―		6
		Included in unrealized net holding gains (losses) in OCI			(15)		―		―		―
	Purchases				―		―		―		7
	Issuances				―		98		(9)		―
	Sales				―		―		―		(70)
	Settlements				(36)		(41)		(145)		(4)
Balance at June 30, 2013				$	953	$	892	$	(89)	$	269

Change in unrealized gains (losses) included in earnings for the period,
	attributable to assets and liabilities still held at June 30, 2013			$	8	$	100	$	(89)	$	5

										Private
										Equity and
				Covered		Residential		Net		Similar
Six Months Ended June 30, 2014				Securities		MSRs		Derivatives		Investments


Balance at January 1, 2014				$	861	$	1,047	$	(11)	$	291
	Total realized and unrealized gains (losses):
		Included in earnings:
			Interest income		17		―		―		―
			Mortgage banking income		―		(97)		44		―
			Other noninterest income		―		―		―		12
		Included in unrealized net holding gains (losses) in OCI			(15)		―		―		―
	Purchases				―		―		―		52
	Issuances				―		66		40		―
	Sales				―		―		―		(30)
	Settlements				(53)		(62)		(49)		(4)
	Transfers into Level 3				―		―		―		1
Balance at June 30, 2014				$	810	$	954	$	24	$	322

Change in unrealized gains (losses) included in earnings for the period,
	attributable to assets and liabilities still held at June 30, 2014			$	17	$	(97)	$	24	$	(4)

										Private
										Equity and
				Covered		Residential		Net		Similar
Six Months Ended June 30, 2013				Securities		MSRs		Derivatives		Investments


Balance at January 1, 2013				$	994	$	627	$	54	$	323
	Total realized and unrealized gains (losses):
		Included in earnings:
			Interest income		18		―		―		―
			Mortgage banking income		―		155		65		―
			Other noninterest income		―		―		―		11
		Included in unrealized net holding gains (losses) in OCI			10		―		―		―
	Purchases				―		―		―		30
	Issuances				―		192		27		―
	Sales				―		―		―		(89)
	Settlements				(69)		(82)		(235)		(6)
Balance at June 30, 2013				$	953	$	892	$	(89)	$	269

Change in unrealized gains (losses) included in earnings for the period,
	attributable to assets and liabilities still held at June 30, 2013			$	18	$	155	$	(89)	$	8

BB&T's policy is to recognize transfers in and transfers out of Levels 1, 2 and 3 as of the end of a reporting period.

The majority of private equity and similar investments are in SBIC qualified funds, which primarily focus on equity and subordinated debt investments in privately-held middle market companies. The majority of these investments are not redeemable and distributions are received as the underlying assets of the funds liquidate. The timing of distributions, which are expected to occur on various dates through 2025, is uncertain and dependent on various events such as recapitalizations, refinance transactions and ownership changes among others. Excluding the investment of future funds, these investments have an estimated weighted average remaining life of approximately three years; however, the timing and amount of distributions may vary significantly. Restrictions on the ability to sell the investments include, but are not limited to, consent of a majority member or general partner approval for transfer of ownership. These investments are spread over numerous privately-held middle market companies, and thus the sensitivity to a change in fair value for any single investment is limited. The significant unobservable inputs for these investments are EBITDA multiples that ranged from 4x to 10x, with a weighted average of 8x, at June 30, 2014.

The following table details the fair value and UPB of LHFS that were elected to be carried at fair value:

		June 30, 2014						December 31, 2013
		Fair		Aggregate				Fair		Aggregate
		Value		UPB		Difference		Value		UPB		Difference

		(Dollars in millions)
	LHFS reported at fair value	$	1,692	$	1,644	$	48	$	1,222	$	1,223	$	(1)

Excluding government guaranteed, there were no LHFS that were nonaccrual or 90 days or more past due and still accruing interest.

The following table provides information about certain financial assets measured at fair value on a nonrecurring basis, which are considered to be Level 3 assets (excludes covered):

		As Of/For the Year-to-Date Period Ended
		June 30, 2014				December 31, 2013
		Carrying Value		Valuation Adjustments		Carrying Value		Valuation Adjustments

		(Dollars in millions)
	Impaired loans	$	213	$	(37)	$	50	$	(41)
	Foreclosed real estate		56		3		71		(6)

For financial instruments not recorded at fair value, estimates of fair value are based on relevant market data and information about the instrument and are based on the value of one trading unit without regard to any premium or discount that may result from concentrations of ownership, possible tax ramifications, estimated transaction costs that may result from bulk sales or the relationship between various instruments.

An active market does not exist for certain financial instruments. Fair value estimates for these instruments are based on current economic conditions, currency and interest rate risk characteristics, loss experience and other factors. Many of these estimates involve uncertainties and matters of significant judgment and cannot be determined with precision. Therefore, the fair value estimates in many instances cannot be substantiated by comparison to independent markets and, in many cases, may not be realizable in a current sale of the instrument. In addition, changes in assumptions could significantly affect these fair value estimates. The following assumptions were used to estimate the fair value of these financial instruments.

Cash and cash equivalents and restricted cash: For these short-term instruments, the carrying amounts are a reasonable estimate of fair values.

HTM securities: The fair values of HTM securities are based on a market approach using observable inputs such as benchmark yields and securities, TBA prices, reported trades, issuer spreads, current bids and offers, monthly payment information and collateral performance.

Loans receivable: The fair values for loans are estimated using discounted cash flow analyses, applying interest rates currently being offered for loans with similar terms and credit quality, which are deemed to be indicative of orderly transactions in the current market. For commercial loans and leases, discount rates may be adjusted to address additional credit risk on lower risk grade instruments. For residential mortgage and other consumer loans, internal prepayment risk models are used to adjust contractual cash flows. Loans are aggregated into pools of similar terms and credit quality and discounted using a LIBOR based rate. The carrying amounts of accrued interest approximate fair values.

FDIC loss share receivable and payable: The fair values of the receivable and payable are estimated using discounted cash flow analyses, applying a risk free interest rate that is adjusted for the uncertainty in the timing and amount of the cash flows. The expected cash flows to/from the FDIC related to loans were estimated using the same assumptions that were used in determining the accounting values for the related loans. The expected cash flows to/from the FDIC related to securities are based upon the fair value of the related securities and the payment that would be required if the securities were sold for that amount. The loss share agreements are not transferrable and, accordingly, there is no market for the receivable or payable.

Deposit liabilities: The fair values for demand deposits are equal to the amount payable on demand. Fair values for CDs are estimated using a discounted cash flow calculation that applies current interest rates to aggregate expected maturities. BB&T has developed long-term relationships with its deposit customers, commonly referred to as CDIs, that have not been considered in the determination of the deposit liabilities' fair value.

Short-term borrowings: The carrying amounts of short-term borrowings approximate their fair values.

Long-term debt: The fair values of long-term debt are estimated based on quoted market prices for the instrument if available, or for similar instruments if not available, or by using discounted cash flow analyses, based on current incremental borrowing rates for similar types of instruments.

Contractual commitments: The fair values of commitments are estimated using the fees charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair values also consider the difference between current levels of interest rates and the committed rates. The fair values of guarantees and letters of credit are estimated based on the counterparties' creditworthiness and average default rates for loan products with similar risks. These respective fair value measurements are categorized within Level 3 of the fair value hierarchy.

Financial assets and liabilities not recorded at fair value are summarized below:

			Carrying		Total
	June 30, 2014		Amount		Fair Value		Level 2		Level 3

			(Dollars in millions)
	Financial assets:
		HTM securities	$	20,432	$	20,264	$	20,264	$	―
		Loans and leases, net of ALLL excluding covered loans		116,371		116,473		―		116,473
		Covered loans, net of ALLL		1,562		1,789		―		1,789
		FDIC loss share receivable		689		356		―		356

	Financial liabilities:
		Deposits		131,586		131,877		131,877		―
		FDIC loss share payable		696		692		―		692
		Long-term debt		21,927		22,904		22,904		―

		Carrying		Total
December 31, 2013		Amount		Fair Value		Level 2		Level 3

		(Dollars in millions)
Financial assets:
	HTM securities	$	18,101	$	17,530	$	17,491	$	39
	Loans and leases, net of ALLL excluding covered loans		112,264		112,261		―		112,261
	Covered loans, net of ALLL		1,921		2,200		―		2,200
	FDIC loss share receivable		843		464		―		464

Financial liabilities:
	Deposits		127,475		127,810		127,810		―
	FDIC loss share payable		669		652		―		652
	Long-term debt		21,493		22,313		22,313		―

The following is a summary of selected information pertaining to off-balance sheet financial instruments:

		June 30, 2014				December 31, 2013
		Notional/				Notional/
		Contract				Contract
		Amount		Fair Value		Amount		Fair Value

		(Dollars in millions)
	Commitments to extend, originate or purchase credit	$	46,460	$	89	$	45,333	$	86
	Residential mortgage loans sold with recourse		718		8		783		13
	Other loans sold with recourse		4,633		10		4,594		9
	Letters of credit and financial guarantees		3,935		37		4,355		39