Shareholders' Equity

12 Months Ended

Dec. 31, 2014

Shareholders' Equity

Shareholders' Equity

NOTE 11. Shareholders' Equity

Preferred Stock
The following table presents a summary of the non-cumulative perpetual preferred stock as of December 31, 2014:
			Earliest
		Issuance	Redemption	Liquidation		Carrying		Dividend
	Issue	Date	Date	Amount		Amount		Rate
				(Dollars in millions)
	Series D	5/1/12	5/1/17	$	575	$	559	5.850	%
	Series E	7/31/12	8/1/17		1,150		1,120	5.625
	Series F	10/31/12	11/1/17		450		437	5.200
	Series G	5/1/13	6/1/18		500		487	5.200
				$	2,675	$	2,603

Dividends on the preferred stock, if declared, accrue and are payable quarterly, in arrears. For each issuance, BB&T issued depositary shares, each of which represents a fractional ownership interest in a share of the Company's preferred stock. The preferred stock has no stated maturity and redemption is solely at the option of the Company in whole, but not in part, upon the occurrence of a regulatory capital treatment event, as defined. In addition, the preferred stock may be redeemed in whole or in part, on any dividend payment date after five years from the date of issuance. Under current rules, any redemption of the preferred stock is subject to prior approval of the FRB. The preferred stock is not subject to any sinking fund or other obligations of the Company.

Equity-Based Compensation Plans

At December 31, 2014, options, restricted shares and RSUswere outstanding from equity-based compensation plans that have been approved by shareholders.Those plans are intended to assist the Company in recruiting and retaining employees, directors and independent contractors and to associate the interests of eligible participants with those of BB&T and its shareholders.

The majority of outstanding awards and awards available to be issued relate to plans that allow for accelerated vesting of awards for holders who retire and have met all retirement eligibility requirements or in connection with certain other events.Certain of these awards are subject to forfeiture under specified circumstances until vested that may result in cancellation prior to vesting.

The following table provides a summary of the equity-based compensation plans:

Equity-Based Compensation Plans	December 31, 2014
Shares available for future grants (in thousands)	26,832
Vesting period, awards granted prior to 2010	5.0	yrs
Vesting period, awards granted after 2009	3.0 to 5.0
Option term	10.0

The fair value of RSUs is based on the common stock price on the grant date less the present value of expected dividends that will be foregone during the vesting period. The fair value of options is measured on the grant date using the Black-Scholes option-pricing model. Substantially all awards are granted in February of each year. Grantsto non-executive employees primarily consist of RSUs.

A summary of selected data related to equity-based compensation costs follows:
		Year Ended December 31,
		2014		2013		2012
		(Dollars in millions)
	Equity-based compensation expense	$	102	$	96	$	97
	Income tax benefit from equity-based compensation expense		39		36		36
	Intrinsic value of options exercised and RSUs that vested during the year		280		102		62
	Grant date fair value of equity-based awards that vested during the year		113		80		88
				December 31,
				2014		2013
				(Dollars in millions)
	Unrecognized compensation cost related to equity-based awards			$	99	$	94
	Weighted-average life over which compensation cost is expected to be recognized (years)				2.2		2.1

The following tables present the activity during 2014 related to equity-based compensation awards:
								Wtd. Avg.
				Wtd. Avg.		Aggregate		Remaining
				Exercise		Intrinsic		Contractual
			Options	Price		Value		Life
			(Dollars in millions, except per share data, shares in thousands)
	Outstanding at January 1, 2014		37,996	$	34.90
		Granted	276		37.55
		Exercised	(8,838)		34.17
		Forfeited or expired	(1,060)		36.73
	Outstanding at December 31, 2014		28,374		35.09	$	134	3.28	yrs
	Exercisable at December 31, 2014		25,074		35.74		105	2.77
	Exercisable and expected to vest at December 31, 2014		28,138		35.13		132	3.25

			Wtd. Avg.
		Restricted	Grant Date
		Shares/Units	Fair Value
		(shares in thousands)
Nonvested at January 1, 2014		15,181	$	20.46
	Granted	3,615		33.18
	Vested	(6,425)		14.31
	Forfeited	(296)		26.88
Nonvested at December 31, 2014		12,075		27.38
Expected to vest at December 31, 2014		11,055		27.39

Share Repurchase Activity

At December 31, 2014, BB&T was authorized to repurchase an additional 44 million shares under the June 27, 2006 Board of Directors' authorization. No shares of common stock were repurchased under this plan during 2014, 2013 or 2012.