BB&T provides a defined benefit retirement plan qualified under the IRC that covers most employees. Benefits are based on years of service, age at retirement and the employee's compensation during the five highest consecutive years of earnings within the last ten years of employment.

In addition, supplemental retirement benefits are provided to certain key officers under supplemental defined benefit executive retirement plans, which are not qualified under the IRC. Although technically unfunded plans, a Rabbi Trust 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,
		2014		2013		2012
	Weighted average assumed discount rate	5.10	%	4.25	%	4.82	%
	Weighted average expected long-term rate of return on plan assets	7.75		8.00		8.00
	Assumed long-term rate of annual compensation increases	5.00		4.50		4.50

The weighted average expected long-term rate of return on plan assets represents the average rate of return expected to be earned on plan assets over the period the benefits included 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 forward-looking return expectations for each asset category and a weighted average expected long-term rate of return for the plan based on target asset allocations contained in BB&T's Investment Policy Statement. The expected rate of return has been reduced to 7.5% for fiscal 2015.

During October 2014, the Society of Actuaries released new mortality tables that reflected longer life expectancies. BB&T adopted these tables, which resulted in increases to the projected benefit obligations.

Financial data relative to the defined benefit pension plans is summarized in the following tables for the years indicated. The qualified pension plan prepaid asset is recorded on the Consolidated Balance Sheets as a component of other assets and the nonqualified pension plans accrued liability is recorded on the Consolidated Balance Sheets as a component of other liabilities. The data is calculated using an actuarial measurement date of December 31.

					Year Ended December 31,
					2014		2013		2012

					(Dollars in millions)
Net Periodic Pension Cost:
	Service cost				$	138	$	150	$	120
	Interest cost					140		120		110
	Estimated return on plan assets					(296)		(257)		(200)
	Net amortization and other					17		91		76
		Net periodic benefit cost				(1)		104		106

Pre-Tax Amounts Recognized in OCI:
	Net actuarial loss (gain)					532		(535)		270
	Net amortization					(17)		(91)		(76)
		Net amount recognized in OCI				515		(626)		194
			Total net periodic pension costs (income) recognized in
				total comprehensive income, pre-tax	$	514	$	(522)	$	300

The following actuarial assumptions were used to determine benefit obligations:

		December 31,
		2014		2013
	Weighted average assumed discount rate	4.27	%	5.10	%
	Assumed rate of annual compensation increases	4.50		5.00

		Qualified Pension Plan				Nonqualified Pension Plans
		Year Ended December 31,				Year Ended December 31,
		2014		2013		2014		2013

		(Dollars in millions)
Projected benefit obligation, beginning of year		$	2,437	$	2,548	$	304	$	287
	Service cost		128		139		10		11
	Interest cost		124		107		16		12
	Actuarial (gain) loss		607		(294)		45		2
	Benefits paid		(69)		(63)		(8)		(8)
Projected benefit obligation, end of year		$	3,227	$	2,437	$	367	$	304
Accumulated benefit obligation, end of year		$	2,744	$	2,062	$	295	$	215

		Qualified Pension Plan				Nonqualified Pension Plans
		Year Ended December 31,				Year Ended December 31,
		2014		2013		2014		2013

		(Dollars in millions)
Fair value of plan assets, beginning of year		$	3,733	$	2,952	$	—	$	—
	Actual return on plan assets		416		499		—		—
	Employer contributions		143		345		8		8
	Benefits paid		(69)		(63)		(8)		(8)
Fair value of plan assets, end of year		$	4,223	$	3,733	$	—	$	—
Funded status at end of year		$	996	$	1,296	$	(367)	$	(304)

The following are the pre-tax amounts recognized in AOCI:

			Qualified Pension Plan				Nonqualified Pension Plans
			Year Ended December 31,				Year Ended December 31,
			2014		2013		2014		2013

			(Dollars in millions)
	Prior service credit (cost)		$	-	$	-	$	(2)	$	(2)
	Net actuarial loss			(859)		(377)		(149)		(117)
		Net amount recognized	$	(859)	$	(377)	$	(151)	$	(119)

The following table presents the amount expected to be amortized from AOCI into net periodic pension cost during 2015:

			Qualified		Nonqualified
			Pension Plan		Pension Plans

			(Dollars in millions)
	Net actuarial gain (loss)		$	(47)	$	(14)
		Net amount expected to be amortized in 2015	$	(47)	$	(14)

BB&T makes contributions to the qualified pension plan in amounts between the minimum required for funding and the maximum amount deductible for federal income tax purposes. BB&T made discretionary contributions of $143 million during 2014 and $117 million during the first quarter of 2015. Management may make additional contributions in 2015. 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		Nonqualified
		Pension Plan		Pension Plans

		(Dollars in millions)
	2015	$	76	$	11
	2016		84		12
	2017		93		13
	2018		102		14
	2019		111		15
	2020-2024		719		93

BB&T's primary total return objective is to achieve returns that, over the long term, will fund retirement liabilities and provide for the desired plan benefits in a manner that satisfies the fiduciary requirements of the Employee Retirement Income Security Act of 1974. The plan assets have a long-term time horizon that runs concurrent with the average life expectancy of the participants. As such, the Plan can assume a time horizon that extends well beyond a full market cycle, and can assume an above-average level of risk, as measured by the standard deviation of annual return. It is expected, however, that both professional investment management and sufficient portfolio diversification will smooth volatility and help to generate a reasonable consistency of return. The investments are broadly diversified among economic sector, industry, quality and size in order to reduce risk and to produce incremental return. Within approved guidelines and restrictions, investment managers have wide discretion over the timing and selection of individual investments.

BB&T periodically reviews its asset allocation and investment policy and makes changes to its target asset allocation. BB&T has established guidelines within each asset category to ensure the appropriate balance of risk and reward. For the year ended December 31, 2014, the target asset allocations for the plan assets included a range of 30% to 40% for U.S. equity securities, 10% to 18% for international equity securities, 35% to 50% for fixed income securities, and 0% to 12% for alternative investments, which include real estate, hedge funds, private equities and commodities, with any remainder to be held in cash equivalents. The plan may hold BB&T common stock up to 10% of its assets, subject to the target range for total U.S. equity securities.

The fair value of the pension plan assets at December 31, 2014 and 2013 by asset category are reflected in the following tables. The three level fair value hierarchy that describes the inputs used to measure these plan assets is defined in Note 18 "Fair Value Disclosures.”

		December 31, 2014								December 31, 2013
		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3

		(Dollars in millions)
Cash and cash-equivalents		$	66	$	66	$	—	$	—	$	74	$	74	$	—	$	—
U.S. equity securities			1,635		1,635		—		—		1,701		1,701		—		—
International equity securities			657		539		118		—		741		626		115		—
Fixed income securities			1,717		10		1,707		—		1,090		94		996		—
Alternative investments			124		—		—		124		101		—		—		101
	Total plan assets	$	4,199	$	2,250	$	1,825	$	124	$	3,707	$	2,495	$	1,111	$	101

U.S. equity securities include 3.0 million and 3.7 million shares of BB&T common stock valued at $117 million and $138 million at December 31, 2014 and 2013, 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 assets exclude accrued income of $23 million and $26 million at December 31, 2014 and 2013, respectively.

The following table presents the activity for Level 3 plan assets, all of which are in alternative investments:

			Year Ended December 31,
			2014		2013		2012

			(Dollars in millions)
	Balance at beginning of year		$	101	$	98	$	99
		Actual return on plan assets		11		11		7
		Purchases, sales and settlements		12		(8)		(8)
	Balance at end of year		$	124	$	101	$	98

BB&T offers a 401(k) Savings Plan and other defined contribution plans that permit employees to contribute from 1% to 50% of their cash compensation. For full-time employees who are 21 years of age or older with one year or more of service, BB&T makes matching contributions of up to 6% of the employee's compensation. BB&T's contribution to the 401(k) Savings Plan and nonqualified defined contribution plans totaled $103 million, $102 million and $97 million for the years ended December 31, 2014, 2013 and 2012, respectively. BB&T also offers defined contribution plans to certain employees of subsidiaries who do not participate in the 401(k) Savings Plan.

There are various other employment contracts, deferred compensation arrangements and covenants not to compete with selected members of management and certain retirees. These plans and their obligations are not material to the financial statements.