10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 10-Q

_____________________________

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended: March 31, 2017

Commission File Number: 1-10853

_____________________________

BB&T CORPORATION

(Exact name of registrant as specified in its charter)

_____________________________

North Carolina	56-0939887
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

200 West Second Street Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip Code)

(336) 733-2000

(Registrant's telephone number, including area code)

______________________________

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  [X]   No  [  ]

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes  [X]   No  [  ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	X		Accelerated filer
Non-accelerated filer		(Do not check if a smaller reporting company)	Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  [  ]   No  [X]

At March 31, 2017, 811,370,216 shares of the Registrant's common stock, $5 par value, were outstanding.

BB&T CORPORATION
FORM 10-Q
March 31, 2017
TABLE OF CONTENTS
		Page No.
PART I
	Glossary of Defined Terms	1
Item 1.	Financial Statements
	Consolidated Balance Sheets (Unaudited)	3
	Consolidated Statements of Income (Unaudited)	4
	Consolidated Statements of Comprehensive Income (Unaudited)	5
	Consolidated Statements of Changes in Shareholders' Equity (Unaudited)	6
	Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)
	Note 1. Basis of Presentation	8
	Note 2. Acquisitions and Divestitures	10
	Note 3. Securities	10
	Note 4. Loans and ACL	13
	Note 5. Goodwill	19
	Note 6. Loan Servicing	19
	Note 7. Deposits	20
	Note 8. Long-Term Debt	21
	Note 9. Shareholders' Equity	21
	Note 10. AOCI	22
	Note 11. Income Taxes	22
	Note 12. Benefit Plans	22
	Note 13. Commitments and Contingencies	23
	Note 14. Fair Value Disclosures	24
	Note 15. Derivative Financial Instruments	29
	Note 16. Computation of EPS	33
	Note 17. Operating Segments	33
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 4.	Controls and Procedures	60
PART II
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
Item 3.	Defaults Upon Senior Securities - (none.)
Item 4.	Mine Safety Disclosures - (not applicable.)
Item 5.	Other Information - (none to be reported.)
Item 6.	Exhibits	61

Glossary of Defined Terms

The following terms may be used throughout this Report, including the consolidated financial statements and related notes.

Term	Definition
2015 Repurchase Plan	Plan for the repurchase of up to 50 million shares of BB&T's common stock
ACL	Allowance for credit losses
Acquired from FDIC	Assets of Colonial that were formerly covered under loss sharing agreements
AFS	Available-for-sale
Agency MBS	Mortgage-backed securities issued by a U.S. government agency or GSE
ALLL	Allowance for loan and lease losses
American Coastal	American Coastal Insurance Company
AOCI	Accumulated other comprehensive income (loss)
Basel III	Global regulatory standards on bank capital adequacy and liquidity published by the BCBS
BB&T	BB&T Corporation and subsidiaries
BCBS	Basel Committee on Banking Supervision
BHC	Bank holding company
BHCA	Bank Holding Company Act of 1956, as amended
Branch Bank	Branch Banking and Trust Company
BU	Business Unit
CCAR	Comprehensive Capital Analysis and Review
CD	Certificate of deposit
CDI	Core deposit intangible assets
CEO	Chief Executive Officer
CET1	Common equity Tier 1
CFPB	Consumer Financial Protection Bureau
CMO	Collateralized mortgage obligation
Colonial	Collectively, certain assets and liabilities of Colonial Bank acquired by BB&T in 2009
Company	BB&T Corporation and subsidiaries (interchangeable with "BB&T" above)
CRA	Community Reinvestment Act of 1977
CRE	Commercial real estate
CRMC	Credit Risk Management Committee
CROC	Compliance Risk Oversight Committee
DIF	Deposit Insurance Fund administered by the FDIC
Dodd-Frank Act	Dodd-Frank Wall Street Reform and Consumer Protection Act
EPS	Earnings per common share
EVE	Economic value of equity
Exchange Act	Securities Exchange Act of 1934, as amended
FASB	Financial Accounting Standards Board
FATCA	Foreign Account Tax Compliance Act
FDIC	Federal Deposit Insurance Corporation
FHA	Federal Housing Administration
FHC	Financial Holding Company
FHLB	Federal Home Loan Bank
FHLMC	Federal Home Loan Mortgage Corporation
FINRA	Financial Industry Regulatory Authority
FNMA	Federal National Mortgage Association
FRB	Board of Governors of the Federal Reserve System
FTP	Funds transfer pricing
GAAP	Accounting principles generally accepted in the United States of America
GNMA	Government National Mortgage Association
Grandbridge	Grandbridge Real Estate Capital, LLC
GSE	U.S. government-sponsored enterprise
HFI	Held for investment
HMDA	Home Mortgage Disclosure Act
HTM	Held-to-maturity
HUD-OIG	Office of Inspector General, U.S. Department of Housing and Urban Development
IDI	Insured depository institution
IPV	Independent price verification

1

Term	Definition
IRC	Internal Revenue Code
IRS	Internal Revenue Service
ISDA	International Swaps and Derivatives Association, Inc.
LCR	Liquidity Coverage Ratio
LHFS	Loans held for sale
LIBOR	London Interbank Offered Rate
MBS	Mortgage-backed securities
MRLCC	Market Risk, Liquidity and Capital Committee
MSR	Mortgage servicing right
MSRB	Municipal Securities Rulemaking Board
National Penn	National Penn Bancshares, Inc., acquired by BB&T effective April 1, 2016
NIM	Net interest margin, computed on a TE basis
NM	Not meaningful
NPA	Nonperforming asset
NPL	Nonperforming loan
NSFR	Net stable funding ratio
NYSE	NYSE Euronext, Inc.
OAS	Option adjusted spread
OCI	Other comprehensive income (loss)
OREO	Other real estate owned
ORMC	Operational Risk Management Committee
OTTI	Other-than-temporary impairment
Parent Company	BB&T Corporation, the parent company of Branch Bank and other subsidiaries
Patriot Act	Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
PCI	Purchased credit impaired loans as well as assets of Colonial Bank acquired from the FDIC during 2009, which were formerly covered under loss sharing agreements
Re-REMICs	Re-securitizations of Real Estate Mortgage Investment Conduits
RMC	Risk Management Committee
RMO	Risk Management Organization
RSU	Restricted stock unit
RUFC	Reserve for unfunded lending commitments
SBIC	Small Business Investment Company
SEC	Securities and Exchange Commission
Short-Term Borrowings	Federal funds purchased, securities sold under repurchase agreements and other short-term borrowed funds with original maturities of less than one year
Simulation	Interest sensitivity simulation analysis
Susquehanna	Susquehanna Bancshares, Inc., acquired by BB&T effective August 1, 2015
Swett & Crawford	CGSC North America Holdings Corporation, acquired by BB&T effective April 1, 2016
TBA	To be announced
TDR	Troubled debt restructuring
TE	Taxable-equivalent
U.S.	United States of America
U.S. Treasury	United States Department of the Treasury
UPB	Unpaid principal balance
VaR	Value-at-risk
VIE	Variable interest entity

2

ITEM 1. FINANCIAL STATEMENTS

BB&T CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

Unaudited
(Dollars in millions, except per share data, shares in thousands)	March 31, 2017			December 31, 2016
Assets
Cash and due from banks	$	1,739		$	1,897
Interest-bearing deposits with banks	2,056			1,895
Federal funds sold and other cash equivalents	238			144
Restricted cash	447			488
AFS securities at fair value	26,668			26,926
HTM securities (fair value of $18,075 and $16,546 at March 31, 2017 and December 31, 2016, respectively)	18,209			16,680
LHFS at fair value	1,291			1,716
Loans and leases	142,605			143,322
ALLL	(1,487		)	(1,489		)
Loans and leases, net of ALLL	141,118			141,833
Premises and equipment	2,104			2,107
Goodwill	9,618			9,638
CDI and other intangible assets	818			854
MSRs at fair value	1,088			1,052
Other assets	15,107			14,046
Total assets	$	220,501		$	219,276
Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing deposits	$	53,262		$	50,697
Interest-bearing deposits	108,071			109,537
Total deposits	161,333			160,234
Short-term borrowings	2,019			1,406
Long-term debt	21,635			21,965
Accounts payable and other liabilities	5,489			5,745
Total liabilities	190,476			189,350
Commitments and contingencies (Note 13)
Shareholders' equity:
Preferred stock, $5 par, liquidation preference of $25,000 per share	3,053			3,053
Common stock, $5 par	4,057			4,047
Additional paid-in capital	9,063			9,104
Retained earnings	14,933			14,809
AOCI, net of deferred income taxes	(1,125		)	(1,132		)
Noncontrolling interests	44			45
Total shareholders' equity	30,025			29,926
Total liabilities and shareholders' equity	$	220,501		$	219,276
Common shares outstanding	811,370			809,475
Common shares authorized	2,000,000			2,000,000
Preferred shares outstanding	126			126
Preferred shares authorized	5,000			5,000

The accompanying notes are an integral part of these consolidated financial statements.

3

BB&T CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Unaudited	Three Months Ended March 31,
(Dollars in millions, except per share data, shares in thousands)	2017		2016
Interest Income
Interest and fees on loans and leases	$	1,501	$	1,442
Interest and dividends on securities	258		255
Interest on other earning assets	16		24
Total interest income	1,775		1,721
Interest Expense
Interest on deposits	69		64
Interest on short-term borrowings	2		2
Interest on long-term debt	95		126
Total interest expense	166		192
Net Interest Income	1,609		1,529
Provision for credit losses	148		184
Net Interest Income After Provision for Credit Losses	1,461		1,345
Noninterest Income
Insurance income	458		419
Service charges on deposits	168		154
Mortgage banking income	103		91
Investment banking and brokerage fees and commissions	91		97
Trust and investment advisory revenues	68		62
Bankcard fees and merchant discounts	59		56
Checkcard fees	51		45
Operating lease income	36		34
Income from bank-owned life insurance	29		31
FDIC loss share income, net	—		(60		)
Other income	108		42
Securities gains (losses), net
Gross realized gains	—		45
Gross realized losses	—		—
OTTI charges	—		—
Non-credit portion recognized in OCI	—		—
Total securities gains (losses), net	—		45
Total noninterest income	1,171		1,016
Noninterest Expense
Personnel expense	1,011		915
Occupancy and equipment expense	193		191
Software expense	58		51
Outside IT services	49		41
Amortization of intangibles	38		32
Regulatory charges	39		30
Professional services	22		22
Loan-related expense	30		32
Merger-related and restructuring charges, net	36		23
Loss (gain) on early extinguishment of debt	392		(1		)
Other expense	234		209
Total noninterest expense	2,102		1,545
Earnings
Income before income taxes	530		816
Provision for income taxes	104		246
Net income	426		570
Noncontrolling interests	5		6
Dividends on preferred stock	43		37
Net income available to common shareholders	$	378	$	527
Basic EPS	$	0.47	$	0.67
Diluted EPS	$	0.46	$	0.67
Cash dividends declared per share	$	0.30	$	0.27
Basic weighted average shares outstanding	809,903		781,193
Diluted weighted average shares outstanding	822,719		790,176

The accompanying notes are an integral part of these consolidated financial statements.

4

BB&T CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited	Three Months Ended March 31,
(Dollars in millions)	2017			2016
Net Income	$	426		$	570
OCI, net of tax:
Change in unrecognized net pension and postretirement costs	9			11
Change in unrealized net gains (losses) on cash flow hedges	(2		)	(115		)
Change in unrealized net gains (losses) on AFS securities	(2		)	197
Change in FDIC's share of unrealized gains/losses on AFS securities	—			15
Other, net	2			3
Total OCI	7			111
Total comprehensive income	$	433		$	681
Income Tax Effect of Items Included in OCI:
Change in unrecognized net pension and postretirement costs	$	7		$	7
Change in unrealized net gains (losses) on cash flow hedges	(1		)	(68		)
Change in unrealized net gains (losses) on AFS securities	(1		)	118
Change in FDIC's share of unrealized gains/losses on AFS securities	—			8
Other, net	—			—

The accompanying notes are an integral part of these consolidated financial statements.

5

BB&T CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Unaudited (Dollars in millions, shares in thousands)	Shares of Common Stock		Preferred Stock		Common Stock			Additional Paid-In Capital			Retained Earnings			AOCI			Noncontrolling Interests			Total Shareholders' Equity
Balance, January 1, 2016	780,337		$	2,603	$	3,902		$	8,365		$	13,464		$	(1,028	)	$	34		$	27,340
Add (Deduct):
Net income	—		—		—			—			564			—			6			570
Net change in AOCI	—		—		—			—			—			111			—			111
Stock transactions:
Issued in connection with equity awards, net	2,042		—		10			(28		)	—			—			—			(18		)
Issued in connection with preferred stock offerings	—		451																	451
Cash dividends declared on common stock	—		—		—			—			(211		)	—			—			(211		)
Cash dividends declared on preferred stock	—		—		—			—			(37		)	—			—			(37		)
Equity-based compensation expense	—		—		—			27			—			—			—			27
Other, net	—		—		—			(4		)	11			—			(1		)	6
Balance, March 31, 2016	782,379		$	3,054	$	3,912		$	8,360		$	13,791		$	(917	)	$	39		$	28,239
Balance, January 1, 2017	809,475		$	3,053	$	4,047		$	9,104		$	14,809		$	(1,132	)	$	45		$	29,926
Add (Deduct):
Net income	—		—		—			—			421			—			5			426
Net change in AOCI	—		—		—			—			—			7			—			7
Stock transactions:
Issued in connection with equity awards, net	6,256		—		32			54			—			—			—			86
Repurchase of common stock	(4,361	)	—		(22		)	(138		)	—			—			—			(160		)
Cash dividends declared on common stock	—		—		—			—			(243		)	—			—			(243		)
Cash dividends declared on preferred stock	—		—		—			—			(43		)	—			—			(43		)
Equity-based compensation expense	—		—		—			30			—			—			—			30
Other, net	—		—		—			13			(11		)	—			(6		)	(4		)
Balance, March 31, 2017	811,370		$	3,053	$	4,057		$	9,063		$	14,933		$	(1,125	)	$	44		$	30,025

The accompanying notes are an integral part of these consolidated financial statements.

6

BB&T CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited	Three Months Ended March 31,
(Dollars in millions)	2017			2016
Cash Flows From Operating Activities:
Net income	$	426		$	570
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses	148			184
Depreciation	99			95
Loss (gain) on early extinguishment of debt	392			(1		)
Amortization of intangibles	38			32
Equity-based compensation expense	30			27
(Gain) loss on securities, net	—			(45		)
Net change in operating assets and liabilities:
LHFS	499			(540		)
Trading securities	(644		)	(307		)
Other assets	(653		)	(481		)
Accounts payable and other liabilities	(233		)	249
Other, net	56			87
Net cash from operating activities	158			(130		)
Cash Flows From Investing Activities:
Proceeds from sales of AFS securities	107			2,329
Proceeds from maturities, calls and paydowns of AFS securities	1,355			1,077
Purchases of AFS securities	(1,205		)	(4,812		)
Proceeds from maturities, calls and paydowns of HTM securities	588			1,063
Purchases of HTM securities	(2,126		)	(1,891		)
Originations and purchases of loans and leases, net of principal collected	333			525
Other, net	242			(72		)
Net cash from investing activities	(706		)	(1,781		)
Cash Flows From Financing Activities:
Net change in deposits	1,104			1,383
Net change in short-term borrowings	613			537
Proceeds from issuance of long-term debt	3,947			—
Repayment of long-term debt	(4,645		)	(1,137		)
Net cash from common stock transactions	(74		)	(18		)
Net proceeds from preferred stock issued	—			451
Cash dividends paid on common stock	(243		)	(211		)
Cash dividends paid on preferred stock	(43		)	(37		)
Other, net	(14		)	10
Net cash from financing activities	645			978
Net Change in Cash and Cash Equivalents	97			(933		)
Cash and Cash Equivalents at Beginning of Period	3,936			3,711
Cash and Cash Equivalents at End of Period	$	4,033		$	2,778
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	151		$	189
Income taxes	21			91
Noncash investing activities:
Transfers of loans to foreclosed assets	138			125

The accompanying notes are an integral part of these consolidated financial statements.

7

NOTE 1. Basis of Presentation

See the Glossary of Defined Terms at the beginning of this Report for terms used throughout the consolidated financial statements and related notes of this Form 10-Q.

General

These consolidated financial statements and notes are presented in accordance with the instructions for Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with GAAP. In the opinion of management, all normal recurring adjustments necessary for a fair statement of the consolidated financial position and consolidated results of operations have been made. The year-end consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The information contained in the financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2016 should be referred to in connection with these unaudited interim consolidated financial statements.

Reclassifications

Certain amounts reported in prior periods' consolidated financial statements have been reclassified to conform to the current presentation. Such reclassifications had no effect on previously reported cash flows, shareholders' equity or net income.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change include the determination of the ACL, determination of fair value for financial instruments, valuation of goodwill, intangible assets and other purchase accounting related adjustments, benefit plan obligations and expenses, and tax assets, liabilities and expense.

Changes in Accounting Principles and Effects of New Accounting Pronouncements

Standards Adopted During Current Period - BB&T adopted the following guidance effective January 1, 2017, none of which were material to the consolidated financial statements:

Stock Compensation - eliminated the concept of additional paid-in capital pools for equity-based awards and requires that the related excess tax benefits and tax deficiencies be recognized in earnings and classified as an operating activity in the statement of cash flows. The excess tax benefit for equity-based awards that vested or were exercised during the three months ended March 31, 2017 was $35 million. The guidance also allows entities to make a one-time policy election to account for forfeitures when they occur, which BB&T has elected to do. Additionally, to retain equity classification, the guidance permits tax withholding up to the maximum statutory tax rate instead of the minimum statutory tax rate. Cash paid in lieu of shares for tax withholding purposes is classified as a financing activity in the Statement of Cash Flows.

Investments - eliminated the requirement to retroactively adjust the financial statements when a change in ownership or influence causes an existing investment to qualify for the equity method of accounting. The guidance also requires the investor to add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting.

Derivatives and Hedging - clarified that an exercise contingency does not need to be evaluated to determine whether it relates to interest rates and credit risk in an embedded derivative analysis. An entity performing the assessment will be required to assess the embedded call or put options solely in accordance with the pre-existing decision sequence.

Business Combinations - provided clarification on the definition of a business and criteria to aid in the assessment of whether an integrated set of assets and activities constitutes a business.

Standards Not Yet Adopted- the adoption of the following guidance is not expected to be material to the consolidated financial statements unless otherwise specified:

8

Statement of Cash Flows - requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The adoption of this guidance will only affect the Consolidated Statements of Cash Flows. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.

Statement of Cash Flows - clarifies the classification within the statement of cash flows for certain transactions, including debt extinguishment costs, zero-coupon debt, contingent consideration related to business combinations, insurance proceeds, equity method distributions and beneficial interests in securitizations. The guidance also clarifies that cash flows with aspects of multiple classes of cash flows or that cannot be separated by source or use should be classified based on the activity that is likely to be the predominant source or use of cash flows for the item. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.

Liabilities - requires companies to recognize breakage on prepaid stored-value products in accordance with the recently issued guidance on Revenue from Contracts with Customers. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.

Revenue from Contracts with Customers - requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Because the guidance does not apply to revenue associated with financial instruments, including loans and securities, the new guidance is not expected to have a material impact on the components of the Consolidated Statement of Income most closely associated with financial instruments, including securities gains/losses and interest income. The Company is currently in the process of quantifying the potential impact of changes to the presentation and timing of certain items within noninterest income, and the related changes to disclosures that may be required. The Company has not identified material changes to noninterest income. The guidance is effective for interim and annual reporting periods beginning after December 15, 2017.

Financial Instruments - requires the majority of equity investments to be measured at fair value with changes in fair value recognized in net income, excluding equity investments that are consolidated or accounted for under the equity method of accounting. The new guidance allows equity investments without readily determinable fair values to be measured at cost minus impairment, with a qualitative assessment required to identify impairment. For financial instruments recorded at amortized cost, the new guidance requires public companies to use exit prices to measure the fair value for disclosure purposes, eliminates the disclosure requirements related to measurement assumptions and requires separate presentation of financial assets and liabilities based on form and measurement category. In addition, for liabilities measured at fair value under the fair value option, the changes in fair value due to changes in instrument-specific credit risk should be recognized in OCI. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.

Leases - requires lessees to recognize assets and liabilities related to certain operating leases on the balance sheet. The new guidance also requires additional disclosures by lessees and contains targeted changes to accounting by lessors. Upon adoption, the Company expects assets and liabilities will likely be materially higher; however, the Company is still in the process of determining the magnitude of the increases and its impact on the Consolidated Financial Statements. This guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years.

Credit Losses - replaces the incurred loss impairment methodology in current GAAP with an expected credit loss methodology and requires consideration of a broader range of information to determine credit loss estimates. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit deteriorated loans will receive an allowance account for expected credit losses at the acquisition date that represents a component of the purchase price allocation. For AFS debt securities where the fair value is less than cost, any credit impairment will be recorded through an allowance for expected credit losses. Upon adoption, the Company expects that the ACL will likely be materially higher; however, the Company is still in the process of determining the magnitude of the increase and its impact on the Consolidated Financial Statements. This guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years.

Intangibles—Goodwill and Other - simplifies the measurement of goodwill impairment. An entity will no longer perform a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment will be measured using the difference between the carrying amount and the fair value of the reporting unit. This guidance is effective for impairment tests in fiscal years beginning after December 15, 2019 and interim periods within those fiscal years.

9

Premium Amortization on Purchased Callable Debt Securities - shortens the amortization period for the premium to the earliest call date. This guidance would not require an accounting change for securities purchased at a discount. This guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years.

Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost - requires that the service cost component of net benefit costs of pension and postretirement benefit plans be reported in the same line item as other compensation costs in the Consolidated Statements of Income. The other components of net benefit cost will be required to be presented in a separate line item. The guidance also specifies that only the service cost component will be eligible for capitalization. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.

NOTE 2. Acquisitions and Divestitures

On April 1, 2016, BB&T acquired National Penn, resulting in the addition of $10.1 billion in assets and $6.6 billion of deposits. National Penn had 126 financial centers as of the acquisition date.

On April 1, 2016, BB&T purchased insurance broker Swett & Crawford from Cooper Gay Swett & Crawford for $461 million in cash.

See the Annual Report on Form 10-K for the year ended December 31, 2016 for additional information related to these transactions.

NOTE 3. Securities

	March 31, 2017
	Amortized Cost		Gross Unrealized				Fair Value
(Dollars in millions)			Gains		Losses
AFS securities:
U.S. Treasury	$	3,666	$	4	$	75	$	3,595
GSE	189		—		8		181
Agency MBS	20,793		11		566		20,238
States and political subdivisions	1,990		53		43		2,000
Non-agency MBS	430		214		—		644
Other	10		—		—		10
Total AFS securities	$	27,078	$	282	$	692	$	26,668
HTM securities:
U.S. Treasury	$	1,098	$	19	$	—	$	1,117
GSE	2,197		15		25		2,187
Agency MBS	14,771		40		186		14,625
States and political subdivisions	95		—		—		95
Other	48		3		—		51
Total HTM securities	$	18,209	$	77	$	211	$	18,075

10

	December 31, 2016
	Amortized Cost		Gross Unrealized				Fair Value
(Dollars in millions)			Gains		Losses
AFS securities:
U.S. Treasury	$	2,669	$	2	$	84	$	2,587
GSE	190		—		10		180
Agency MBS	21,819		13		568		21,264
States and political subdivisions	2,198		56		49		2,205
Non-agency MBS	446		233		—		679
Other	11		—		—		11
Total AFS securities	$	27,333	$	304	$	711	$	26,926
HTM securities:
U.S. Treasury	$	1,098	$	20	$	—	$	1,118
GSE	2,197		14		30		2,181
Agency MBS	13,225		40		180		13,085
States and political subdivisions	110		—		—		110
Other	50		2		—		52
Total HTM securities	$	16,680	$	76	$	210	$	16,546

Certain investments in marketable debt securities and MBS issued by FNMA and FHLMC exceeded 10% of shareholders' equity at March 31, 2017. The FNMA investments had total amortized cost and fair value of $14.6 billion and $14.2 billion, respectively. The FHLMC investments had total amortized cost and fair value of $8.3 billion and $8.1 billion, respectively.

The following table reflects changes in credit losses on securities with OTTI where a portion of the unrealized loss was recognized in OCI:

	Three Months Ended March 31,
(Dollars in millions)	2017			2016
Balance at beginning of period	$	21		$	42
Credit losses on securities with previously recognized OTTI	—			—
Reduction for securities sold/settled during the period	(1		)	(23		)
Credit recoveries through yield	—			(1		)
Balance at end of period	$	20		$	18

The amortized cost and estimated fair value of the securities portfolio by contractual maturity are shown in the following table. The expected life of MBS may differ from contractual maturities because borrowers have the right to prepay the underlying mortgage loans with or without prepayment penalties.

	March 31, 2017
	AFS				HTM
(Dollars in millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	274	$	273	$	—	$	—
Due after one year through five years	1,935		1,943		1,740		1,762
Due after five years through ten years	2,605		2,526		1,625		1,612
Due after ten years	22,264		21,926		14,844		14,701
Total debt securities	$	27,078	$	26,668	$	18,209	$	18,075

11

The following tables present the fair values and gross unrealized losses of investments based on the length of time that individual securities have been in a continuous unrealized loss position:

	March 31, 2017
	Less than 12 months				12 months or more				Total
(Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
AFS securities:
U.S. Treasury securities	$	2,142	$	75	$	—	$	—	$	2,142	$	75
GSE	181		8		—		—		181		8
Agency MBS	14,363		343		5,006		223		19,369		566
States and political subdivisions	187		3		380		40		567		43
Total	$	16,873	$	429	$	5,386	$	263	$	22,259	$	692
HTM securities:
GSE	$	1,733	$	25	$	—	$	—	$	1,733	$	25
Agency MBS	8,042		184		285		2		8,327		186
Total	$	9,775	$	209	$	285	$	2	$	10,060	$	211

	December 31, 2016
	Less than 12 months				12 months or more				Total
(Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
AFS securities:
U.S. Treasury securities	$	2,014	$	84	$	—	$	—	$	2,014	$	84
GSE	180		10		—		—		180		10
Agency MBS	14,842		342		5,138		226		19,980		568
States and political subdivisions	365		7		314		42		679		49
Total	$	17,401	$	443	$	5,452	$	268	$	22,853	$	711
HTM securities:
GSE	$	1,762	$	30	$	—	$	—	$	1,762	$	30
Agency MBS	7,717		178		305		2		8,022		180
Total	$	9,479	$	208	$	305	$	2	$	9,784	$	210

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 or underlying loans.

At March 31, 2017, the majority of the unrealized loss on states and political subdivisions securities was the result of fair value hedge basis adjustments that are a component of amortized cost. These securities in an unrealized loss position are evaluated for credit impairment through a qualitative analysis of issuer performance and the primary source of repayment. At March 31, 2017, none of these securities had credit impairment.

12

NOTE 4. Loans and ACL

During the first quarter of 2017, an other lending subsidiaries portfolio totaling $244 million was acquired.

The following tables present loans and leases HFI by aging category:

	March 31, 2017
	Accruing
(Dollars in millions)	Current		30-89 Days Past Due		90 Days Or More Past Due		Nonaccrual		Total
Commercial:
Commercial and industrial	$	51,241	$	22	$	—	$	344	$	51,607
CRE-income producing properties	14,727		11		—		43		14,781
CRE-construction and development	3,832		1		—		17		3,850
Dealer floor plan	1,460		—		—		7		1,467
Other lending subsidiaries	7,767		15		—		9		7,791
Retail:
Direct retail lending	11,849		55		7		66		11,977
Revolving credit	2,544		20		10		—		2,574
Residential mortgage-nonguaranteed	28,222		272		64		167		28,725
Residential mortgage-government guaranteed	418		129		374		5		926
Sales finance	10,503		51		5		6		10,565
Other lending subsidiaries	7,223		200		—		59		7,482
PCI	749		29		82		—		860
Total	$	140,535	$	805	$	542	$	723	$	142,605

	December 31, 2016
	Accruing
(Dollars in millions)	Current		30-89 Days Past Due		90 Days Or More Past Due		Nonaccrual		Total
Commercial:
Commercial and industrial	$	51,329	$	27	$	—	$	363	$	51,719
CRE-income producing properties	14,492		6		—		40		14,538
CRE-construction and development	3,800		2		—		17		3,819
Dealer floor plan	1,413		—		—		—		1,413
Other lending subsidiaries	7,660		21		—		10		7,691
Retail:
Direct retail lending	11,963		60		6		63		12,092
Revolving credit	2,620		23		12		—		2,655
Residential mortgage-nonguaranteed	28,378		393		79		172		29,022
Residential mortgage-government guaranteed	324		132		443		—		899
Sales finance	11,179		76		6		6		11,267
Other lending subsidiaries	6,931		301		—		65		7,297
PCI	784		36		90		—		910
Total	$	140,873	$	1,077	$	636	$	736	$	143,322

13

The following tables present the carrying amount of loans by risk rating. PCI loans are excluded because their related ALLL is determined by loan pool performance:

	March 31, 2017
(Dollars in millions)	Commercial & Industrial		CRE - Income Producing Properties		CRE - Construction and Development		Dealer Floor Plan		Other Lending Subsidiaries
Commercial:
Pass	$	49,696	$	14,279	$	3,742	$	1,458	$	7,692
Special mention	459		134		49		—		50
Substandard - performing	1,108		325		42		2		40
Nonperforming	344		43		17		7		9
Total	$	51,607	$	14,781	$	3,850	$	1,467	$	7,791

	Direct Retail Lending		Revolving Credit		Residential Mortgage		Sales Finance		Other Lending Subsidiaries
Retail:
Performing	$	11,911	$	2,574	$	29,479	$	10,559	$	7,423
Nonperforming	66		—		172		6		59
Total	$	11,977	$	2,574	$	29,651	$	10,565	$	7,482

	December 31, 2016
(Dollars in millions)	Commercial & Industrial		CRE - Income Producing Properties		CRE - Construction and Development		Dealer Floor Plan		Other Lending Subsidiaries
Commercial:
Pass	$	49,921	$	14,061	$	3,718	$	1,404	$	7,604
Special mention	314		124		38		—		33
Substandard-performing	1,121		313		46		9		44
Nonperforming	363		40		17		—		10
Total	$	51,719	$	14,538	$	3,819	$	1,413	$	7,691

	Direct Retail Lending		Revolving Credit		Residential Mortgage		Sales Finance		Other Lending Subsidiaries
Retail:
Performing	$	12,029	$	2,655	$	29,749	$	11,261	$	7,232
Nonperforming	63		—		172		6		65
Total	$	12,092	$	2,655	$	29,921	$	11,267	$	7,297

The following tables present activity in the ACL for the periods presented:

	Three Months Ended March 31, 2017
(Dollars in millions)	Beginning Balance		Charge-Offs			Recoveries		Provision (Benefit)			Ending Balance
Commercial:
Commercial and industrial	$	500	$	(29	)	$	6	$	13		$	490
CRE-income producing properties	117		(1		)	4		(4		)	116
CRE-construction and development	25		—			2		(5		)	22
Dealer floor plan	11		—			—		—			11
Other lending subsidiaries	29		(5		)	1		11			36
Retail:
Direct retail lending	103		(14		)	6		7			102
Revolving credit	106		(21		)	5		13			103
Residential mortgage-nonguaranteed	186		(11		)	—		7			182
Residential mortgage-government guaranteed	41		(1		)	—		1			41
Sales finance	38		(9		)	4		9			42
Other lending subsidiaries	289		(98		)	13		92			296
PCI	44		—			—		2			46
ALLL	1,489		(189		)	41		146			1,487
RUFC	110		—			—		2			112
ACL	$	1,599	$	(189	)	$	41	$	148		$	1,599

14

	Three Months Ended March 31, 2016
(Dollars in millions)	Beginning Balance		Charge-Offs			Recoveries		Provision (Benefit)			Ending Balance
Commercial:
Commercial and industrial	$	466	$	(56	)	$	12	$	77		$	499
CRE-income producing properties	135		(2		)	3		(11		)	125
CRE-construction and development	37		—			1		(6		)	32
Dealer floor plan	8		—			—		2			10
Other lending subsidiaries	22		(8		)	2		10			26
Retail:
Direct retail lending	105		(13		)	7		4			103
Revolving credit	104		(19		)	5		10			100
Residential mortgage-nonguaranteed	194		(7		)	1		9			197
Residential mortgage-government guaranteed	23		(1		)	—		2			24
Sales finance	40		(8		)	3		4			39
Other lending subsidiaries	265		(84		)	10		79			270
PCI	61		—			—		2			63
ALLL	1,460		(198		)	44		182			1,488
RUFC	90		—			—		2			92
ACL	$	1,550	$	(198	)	$	44	$	184		$	1,580

The following table provides a summary of loans that are collectively evaluated for impairment:

	March 31, 2017				December 31, 2016
(Dollars in millions)	Recorded Investment		Related ALLL		Recorded Investment		Related ALLL
Commercial:
Commercial and industrial	$	51,168	$	449	$	51,253	$	463
CRE-income producing properties	14,698		111		14,455		112
CRE-construction and development	3,819		20		3,787		21
Dealer floor plan	1,460		11		1,413		11
Other lending subsidiaries	7,780		35		7,678		28
Retail:
Direct retail lending	11,897		93		12,011		93
Revolving credit	2,545		92		2,626		95
Residential mortgage-nonguaranteed	28,152		132		28,488		136
Residential mortgage-government guaranteed	499		8		466		8
Sales finance	10,550		41		11,251		37
Other lending subsidiaries	7,236		254		7,057		249
PCI	860		46		910		44
Total	$	140,664	$	1,292	$	141,395	$	1,297

15

The following tables set forth certain information regarding impaired loans, excluding PCI and LHFS, that were individually evaluated for impairment:

	As of / For The Three Months Ended March 31, 2017
(Dollars in millions)	Recorded Investment		UPB		Related ALLL		Average Recorded Investment		Interest Income Recognized
With no related ALLL recorded:
Commercial:
Commercial and industrial	$	189	$	213	$	—	$	201	$	—
CRE-income producing properties	28		33		—		28		—
CRE-construction and development	14		15		—		12		—
Dealer floor plan	7		7		—		6		—
Other lending subsidiaries	4		6		—		4		—
Retail:
Direct retail lending	13		37		—		13		—
Residential mortgage-nonguaranteed	104		156		—		102		1
Residential mortgage-government guaranteed	3		4		—		3		—
Sales finance	1		2		—		1		—
Other lending subsidiaries	4		9		—		4		—
With an ALLL recorded:
Commercial:
Commercial and industrial	250		258		41		267		1
CRE-income producing properties	55		55		5		55		—
CRE-construction and development	17		17		2		20		—
Dealer floor plan	—		—		—		—		—
Other lending subsidiaries	7		8		1		7		—
Retail:
Direct retail lending	67		68		9		68		1
Revolving credit	29		29		11		29		—
Residential mortgage-nonguaranteed	469		477		50		457		5
Residential mortgage-government guaranteed	424		424		33		423		4
Sales finance	14		14		1		15		—
Other lending subsidiaries	242		243		42		239		9
Total	$	1,941	$	2,075	$	195	$	1,954	$	21

16

	As of / For The Year Ended December 31, 2016
(Dollars in millions)	Recorded Investment		UPB		Related ALLL		Average Recorded Investment		Interest Income Recognized
With no related ALLL recorded:
Commercial:
Commercial and industrial	$	201	$	225	$	—	$	217	$	1
CRE-income producing properties	25		27		—		16		—
CRE-construction and development	10		11		—		8		—
Dealer floor plan	—		—		—		—		—
Other lending subsidiaries	4		6		—		6		—
Retail:
Direct retail lending	13		38		—		12		1
Residential mortgage-nonguaranteed	94		141		—		97		4
Residential mortgage-government guaranteed	3		3		—		3		—
Sales finance	1		2		—		1		—
Other lending subsidiaries	4		9		—		4		—
With an ALLL recorded:
Commercial:
Commercial and industrial	265		269		37		259		5
CRE-income producing properties	58		61		5		68		2
CRE-construction and development	22		22		4		22		1
Dealer floor plan	—		—		—		—		—
Other lending subsidiaries	9		9		1		5		—
Retail:
Direct retail lending	68		69		10		71		4
Revolving credit	29		29		11		31		1
Residential mortgage-nonguaranteed	440		451		50		383		16
Residential mortgage-government guaranteed	430		431		33		360		14
Sales finance	15		15		1		16		1
Other lending subsidiaries	236		239		40		206		32
Total	$	1,927	$	2,057	$	192	$	1,785	$	82

Trial modifications are excluded from the following disclosures because the specific types and amounts of concessions offered to borrowers frequently change between the trial modification and the permanent modification. The following table presents a summary of TDRs, all of which are considered impaired:

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Performing TDRs:
Commercial:
Commercial and industrial	$	48	$	55
CRE-income producing properties	14		16
CRE-construction and development	11		9
Direct retail lending	65		67
Revolving credit	29		29
Residential mortgage-nonguaranteed	327		332
Residential mortgage-government guaranteed	412		420
Sales finance	15		16
Other lending subsidiaries	232		226
Total performing TDRs	1,153		1,170
Nonperforming TDRs (also included in NPL disclosures)	214		183
Total TDRs	$	1,367	$	1,353
ALLL attributable to TDRs	$	145	$	146

17

The following table summarizes the primary reason loan modifications were classified as TDRs and includes newly designated TDRs as well as modifications made to existing TDRs. Balances represent the recorded investment at the end of the quarter in which the modification was made. Rate modifications include TDRs made with below market interest rates that also include modifications of loan structures.

	Three Months Ended March 31,
	2017						2016
	Types of Modifications				Impact To ALLL		Types of Modifications				Impact To ALLL
(Dollars in millions)	Rate		Structure				Rate		Structure
Commercial:
Commercial and industrial	$	25	$	38	$	1	$	62	$	9	$	1
CRE-income producing properties	5		1		—		8		7		—
CRE-construction and development	3		3		—		3		—		—
Retail:
Direct retail lending	4		1		—		4		1		—
Revolving credit	6		—		1		5		—		1
Residential mortgage-nonguaranteed	47		6		3		17		8		1
Residential mortgage-government guaranteed	98		—		3		39		—		2
Sales finance	—		2		—		—		2		—
Other lending subsidiaries	41		—		4		32		—		5

Charge-offs and forgiveness of principal and interest for TDRs were immaterial for all periods presented.

The pre-default balance for modifications that had been classified as TDRs during the previous 12 months that experienced a payment default was $28 million and $17 million for the three months ended March 31, 2017 and 2016, 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 following table:

	Three Months Ended March 31, 2017												Year Ended December 31, 2016
	Purchased Impaired						Purchased Nonimpaired						Purchased Impaired						Purchased Nonimpaired
(Dollars in millions)	Accretable Yield			Carrying Value			Accretable Yield			Carrying Value			Accretable Yield			Carrying Value			Accretable Yield			Carrying Value
Balance at beginning of period	$	253		$	614		$	155		$	296		$	189		$	700		$	176		$	422
Additions	—			—			—			—			36			124			—			—
Accretion	(26		)	26			(16		)	16			(134		)	134			(73		)	73
Payments received, net	—			(60		)	—			(32		)	—			(344		)	—			(199		)
Other, net	(24		)	—			8			—			162			—			52			—
Balance at end of period	$	203		$	580		$	147		$	280		$	253		$	614		$	155		$	296
Outstanding UPB at end of period				$	854					$	397					$	910					$	423

The following table presents additional information about BB&T's loans and leases:

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Unearned income, discounts and net deferred loan fees and costs, excluding PCI	$	332	$	396
Residential mortgage loans in process of foreclosure	358		366

18

NOTE 5. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill attributable to operating segments are reflected in the table below:

(Dollars in millions)	Community Banking			Residential Mortgage Banking			Dealer Financial Services		Specialized Lending			Insurance Holdings			Financial Services		Total
Goodwill, January 1, 2017	$	7,032		$	416		$	111	$	113		$	1,752		$	214	$	9,638
Other adjustments	(12		)	(1		)	—		(2		)	(5		)	—		(20		)
Goodwill, March 31, 2017	$	7,020		$	415		$	111	$	111		$	1,747		$	214	$	9,618

The other adjustments to goodwill were primarily the result of finalizing the purchase price allocation for National Penn and Swett & Crawford.

The following table presents information for identifiable intangible assets subject to amortization:

	March 31, 2017							December 31, 2016
(Dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
CDI	$	970	$	(728	)	$	242	$	970	$	(710	)	$	260
Other, primarily customer relationship intangibles	1,417		(841		)	576		1,415		(821		)	594
Total	$	2,387	$	(1,569	)	$	818	$	2,385	$	(1,531	)	$	854

NOTE 6. Loan Servicing

Residential Mortgage Banking Activities

The following tables summarize residential mortgage banking activities:

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
UPB of residential mortgage and home equity loan servicing portfolio	$	121,251	$	121,639
UPB of residential mortgage loans serviced for others (primarily agency conforming fixed rate)	90,855		90,325
Mortgage loans sold with recourse	557		578
Maximum recourse exposure from mortgage loans sold with recourse liability	277		282
Indemnification, recourse and repurchase reserves	38		40

	As of / For The Three Months Ended March 31,
(Dollars in millions)	2017			2016
UPB of residential mortgage loans sold from LHFS	$	3,579		$	2,490
Pre-tax gains recognized on mortgage loans sold and held for sale	31			24
Servicing fees recognized from mortgage loans serviced for others	68			67
Approximate weighted average servicing fee on the outstanding balance of residential mortgage loans serviced for others	0.28		%	0.28		%
Weighted average interest rate on mortgage loans serviced for others	4.01			4.11

	Three Months Ended March 31,
(Dollars in millions)	2017			2016
Residential MSRs, carrying value, beginning of period	$	915		$	880
Additions	38			22
Change in fair value due to changes in valuation inputs or assumptions:
Prepayment speeds	17			(136		)
OAS	—			9
Servicing costs	9			—
Realization of expected net servicing cash flows, passage of time and other	(33		)	(32		)
Residential MSRs, carrying value, end of period	$	946		$	743
Gains (losses) on derivative financial instruments used to mitigate the income statement effect of changes in residential MSR fair value	$	(20	)	$	137

19

The sensitivity of the fair value of the residential MSRs to changes in key assumptions is included in the accompanying table:

	March 31, 2017							December 31, 2016
	Range				Weighted Average			Range				Weighted Average
(Dollars in millions)	Min		Max					Min		Max
Prepayment speed	7.2	%	8.0	%	7.9		%	7.5	%	8.4	%	8.1		%
Effect on fair value of a 10% increase					$	(27	)					$	(28	)
Effect on fair value of a 20% increase					(53		)					(54		)
OAS	9.7	%	10.6	%	10.0		%	9.8	%	10.2	%	10.0		%
Effect on fair value of a 10% increase					$	(34	)					$	(33	)
Effect on fair value of a 20% increase					(65		)					(64		)
Composition of loans serviced for others:
Fixed-rate residential mortgage loans					99.1		%					99.1		%
Adjustable-rate residential mortgage loans					0.9							0.9
Total					100.0		%					100.0		%
Weighted average life (in years)					7.2							7.0

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the above table, the effect of an adverse variation in one assumption on the fair value of the MSRs is calculated without changing any other assumption; while in reality, changes in one factor may result in changes in another, which may magnify or counteract the effect of the change.

Commercial Mortgage Banking Activities

The following table summarizes commercial mortgage banking activities for the periods presented:

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
UPB of CRE mortgages serviced for others	$	29,289	$	29,333
CRE mortgages serviced for others covered by recourse provisions	4,528		4,240
Maximum recourse exposure from CRE mortgages sold with recourse liability	1,296		1,272
Recorded reserves related to recourse exposure	7		7
CRE mortgages originated during the year-to-date period	1,597		7,145
Commercial MSRs at fair value	142		137

NOTE 7. Deposits

A summary of deposits is presented in the accompanying table:

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Noninterest-bearing deposits	$	53,262	$	50,697
Interest checking	29,472		30,263
Money market and savings	64,860		64,883
Time deposits	13,739		14,391
Total deposits	$	161,333	$	160,234
Time deposits $100,000 and greater	$	5,116	$	5,394
Time deposits $250,000 and greater	2,108		2,179

20

NOTE 8. Long-Term Debt

The following table reflects the carrying amounts at March 31, 2017 and December 31, 2016, and the related maturity dates, contractual rate and effective interest rates at March 31, 2017:

				Stated Rate				Effective Rate
(Dollars in millions)	Maturity			Min		Max				Mar 31, 2017		Dec 31, 2016
BB&T Corporation
Fixed rate senior notes	2017	to	2024	1.45	%	6.85	%	2.50	%	$	7,832	$	7,600
Floating rate senior notes	2018		2022	1.69		1.99		1.80		2,247		1,898
Fixed rate subordinated notes	2017		2022	3.95		5.25		1.66		1,324		1,338
Branch Bank
Fixed rate senior notes	2017		2022	1.35		2.85		2.20		5,585		4,209
Floating rate senior notes	2019		2020	1.48		1.56		1.59		849		250
Fixed rate subordinated notes	2025		2026	3.63		3.80		3.55		2,125		2,138
Floating rate subordinated notes	2017			1.35		1.35		1.36		262		262
FHLB advances (7.0 years weighted average maturity at 3/31/17)	2017		2034	—		6.38		1.33		1,260		4,118
Other long-term debt										151		152
Total long-term debt										$	21,635	$	21,965

The effective rates above reflect the impact of fair value hedges and debt issuance costs. 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 first quarter of 2017, BB&T terminated FHLB advances totaling $2.9 billion of par value, which resulted in a pre-tax loss on early extinguishment of debt totaling $392 million.

NOTE 9. Shareholders' Equity

The activity relating to restricted shares/units during the period is presented in the following tables:

(Shares in thousands)	Restricted Shares/Units		Wtd. Avg. Grant Date Fair Value
Nonvested at January 1, 2017	13,516		$	29.39
Granted	3,876		42.90
Vested	(3,608	)	26.85
Forfeited	(121	)	32.58
Nonvested at March 31, 2017	13,663		33.87
Expected to vest at March 31, 2017	12,663		33.87

21

NOTE 10. AOCI

	Three Months Ended March 31, 2017
(Dollars in millions)	Unrecognized Net Pension and Postretirement Costs			Unrealized Net Gains (Losses) on Cash Flow Hedges			Unrealized Net Gains (Losses) on AFS Securities			Other, net			Total
AOCI balance, January 1, 2017	$	(764	)	$	(92	)	$	(259	)	$	(17	)	$	(1,132	)
OCI before reclassifications, net of tax	(2		)	3			(1		)	1			1
Amounts reclassified from AOCI:
Personnel expense	17			—			—			—			17
Interest income	—			—			(1		)	1			—
Interest expense	—			(8		)	—			—			(8		)
Securities (gains) losses, net	—			—			—			—			—
Total before income taxes	17			(8		)	(1		)	1			9
Less: Income taxes	6			(3		)	—			—			3
Net of income taxes	11			(5		)	(1		)	1			6
Net change in AOCI	9			(2		)	(2		)	2			7
AOCI balance, March 31, 2017	$	(755	)	$	(94	)	$	(261	)	$	(15	)	$	(1,125	)

	Three Months Ended March 31, 2016
(Dollars in millions)	Unrecognized Net Pension and Postretirement Costs			Unrealized Net Gains (Losses) on Cash Flow Hedges			Unrealized Net Gains (Losses) on AFS Securities			FDIC's Share of Unrealized (Gains) Losses on AFS Securities			Other, net			Total
AOCI balance, January 1, 2016	$	(723	)	$	(83	)	$	(34	)	$	(169	)	$	(19	)	$	(1,028	)
OCI before reclassifications, net of tax	—			(126		)	242			5			2			123
Amounts reclassified from AOCI:
Personnel expense	17			—			—			—			—			17
Interest income	—			—			(27		)	—			1			(26		)
Interest expense	—			17			—			—			—			17
FDIC loss share income, net	—			—			—			16			—			16
Securities (gains) losses, net	—			—			(45		)	—			—			(45		)
Total before income taxes	17			17			(72		)	16			1			(21		)
Less: Income taxes	6			6			(27		)	6			—			(9		)
Net of income taxes	11			11			(45		)	10			1			(12		)
Net change in AOCI	11			(115		)	197			15			3			111
AOCI balance, March 31, 2016	$	(712	)	$	(198	)	$	163		$	(154	)	$	(16	)	$	(917	)

NOTE 11. Income Taxes

The effective tax rates for the three months ended March 31, 2017 and 2016 were 19.6% and 30.1%, respectively. The current quarter tax provision includes the excess tax benefits from equity-based compensation plans and the tax benefits associated with using the marginal income tax rate for the loss on the early extinguishment of debt.

NOTE 12. Benefit Plans

	Three Months Ended March 31,
	Qualified Plans						Nonqualified Plans
(Dollars in millions)	2017			2016			2017		2016
Service cost	$	49		$	42		$	3	$	3
Interest cost	44			40			5		5
Estimated return on plan assets	(93		)	(81		)	—		—
Amortization and other	17			17			3		3
Net periodic benefit cost	$	17		$	18		$	11	$	11

22

BB&T makes contributions to the qualified pension plans in amounts between the minimum required for funding and the maximum deductible for federal income tax purposes. Discretionary contributions totaling $260 million were made during the three months ended March 31, 2017. There are no required contributions for the remainder of 2017, though BB&T may elect to make additional contributions.

NOTE 13. Commitments and Contingencies

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Letters of credit	$	2,788	$	2,786
Carrying amount of the liability for letters of credit	25		27
Investments in affordable housing and historic building rehabilitation projects:
Carrying amount	1,953		1,719
Amount of future funding commitments included in carrying amount	963		738
Lending exposure	562		495
Tax credits subject to recapture	407		413
Private equity investments	413		362
Future funding commitments to private equity investments	143		197

Legal Proceedings

The nature of BB&T's business ordinarily results in a certain amount of claims, litigation, investigations and legal and administrative cases and proceedings, all of which are considered incidental to the normal conduct of business. BB&T believes it has meritorious defenses to the claims asserted against it in its currently outstanding legal proceedings and, with respect to such legal proceedings, intends to continue to defend itself vigorously, litigating or settling cases according to management's judgment as to what is in the best interests of BB&T and its shareholders.

On at least a quarterly basis, liabilities and contingencies in connection with outstanding legal proceedings are assessed utilizing the latest information available. For those matters where it is probable that BB&T will incur a loss and the amount of the loss can be reasonably estimated, and is more than nominal, a liability is recorded in the consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on at least a quarterly basis. For other matters, where a loss is not probable or the amount of the loss is not estimable, legal reserves are not accrued. While the outcome of legal proceedings is inherently uncertain, based on information currently available, advice of counsel and available insurance coverage, management believes that the established legal reserves are adequate and the liabilities arising from legal proceedings will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to the consolidated financial position, consolidated results of operations or consolidated cash flows of BB&T.

Pledged Assets

Certain assets were pledged to secure municipal deposits, securities sold under agreements to repurchase, borrowings and borrowing capacity, subject to any applicable asset discount, at the FHLB and FRB as well as for other purposes as required or permitted by law. The following table provides the total carrying amount of pledged assets by asset type, of which the majority are pursuant to agreements that do not permit the other party to sell or repledge the collateral. Assets related to employee benefit plans have been excluded from the following table.

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Pledged securities	$	17,355	$	15,549
Pledged loans	73,087		75,015

23

NOTE 14. Fair Value Disclosures

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 at fair value on a recurring basis:

	March 31, 2017
(Dollars in millions)	Total		Level 1		Level 2		Level 3
Assets:
Trading securities	$	1,392	$	332	$	1,060	$	—
AFS securities:
U.S. Treasury	3,595		—		3,595		—
GSE	181		—		181		—
Agency MBS	20,238		—		20,238		—
States and political subdivisions	2,000		—		2,000		—
Non-agency MBS	644		—		164		480
Other	10		7		3		—
LHFS	1,291		—		1,291		—
MSRs	1,088		—		—		1,088
Derivative assets:
Interest rate contracts	621		—		609		12
Foreign exchange contracts	3		—		3		—
Private equity investments	400		—		—		400
Total assets	$	31,463	$	339	$	29,144	$	1,980
Liabilities:
Derivative liabilities:
Interest rate contracts	$	850	$	—	$	848	$	2
Foreign exchange contracts	4		—		4		—
Securities sold short	244		—		244		—
Total liabilities	$	1,098	$	—	$	1,096	$	2

	December 31, 2016
(Dollars in millions)	Total		Level 1		Level 2		Level 3
Assets:
Trading securities	$	748	$	324	$	424	$	—
AFS securities:
U.S. Treasury	2,587		—		2,587		—
GSE	180		—		180		—
Agency MBS	21,264		—		21,264		—
States and political subdivisions	2,205		—		2,205		—
Non-agency MBS	679		—		172		507
Other	11		8		3		—
LHFS	1,716		—		1,716		—
MSRs	1,052		—		—		1,052
Derivative assets:
Interest rate contracts	814		—		807		7
Foreign exchange contracts	8		—		8		—
Private equity investments	362		—		—		362
Total assets	$	31,626	$	332	$	29,366	$	1,928
Liabilities:
Derivative liabilities:
Interest rate contracts	$	998	$	—	$	978	$	20
Foreign exchange contracts	5		—		5		—
Securities sold short	137		—		137		—
Total liabilities	$	1,140	$	—	$	1,120	$	20

24

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. Management independently evaluates the fair values provided by the pricing service through comparisons to other external pricing sources, review of additional information provided by the pricing service and other third party sources for selected securities and back-testing to compare the price realized 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 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 include 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 agency MBS: GSE pass-through securities are valued using market-based pricing matrices that reference 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 reference 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. Non-agency MBS also include investments in Re-REMIC trusts that primarily hold non-agency MBS, which are valued based on broker pricing models that use baseline securities yields and tranche-level yield adjustments to discount cash flows modeled using market convention prepayment speed and default assumptions.

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.

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.

MSRs: Residential MSRs are valued using an OAS valuation model to project cash flows over multiple interest rate scenarios, which are 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. Commercial MSRs are valued using a cash flow valuation model that calculates the present value of estimated future net servicing cash flows. BB&T considers actual and expected loan prepayment rates, discount rates, servicing costs and other economic factors that are determined based on current market conditions.

Derivative assets and liabilities: The fair values of derivatives are determined based on quoted market prices and internal pricing models that use 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.

25

Private equity investments: 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.

Securities sold short: Securities sold short 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:

	Three Months Ended March 31, 2017
(Dollars in millions)	Non-agency MBS			MSRs			Net Derivatives			Private Equity Investments
Balance at January 1, 2017	$	507		$	1,052		$	(13	)	$	362
Total realized and unrealized gains (losses):
Included in earnings:
Interest income	9			—			—			—
Mortgage banking income	—			37			(4		)	—
Other noninterest income	—			—			—			5
Included in unrealized net holding gains (losses) in OCI	(18		)	—			—			—
Purchases	—			—			—			68
Issuances	—			38			15			—
Sales	—			—			—			(18		)
Settlements	(18		)	(39		)	12			(4		)
Transfers out of Level 3	—			—			—			(13		)
Balance at March 31, 2017	$	480		$	1,088		$	10		$	400
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held at March 31, 2017	$	8		$	37		$	9		$	2

	Three Months Ended March 31, 2016
(Dollars in millions)	Non-agency MBS			MSRs			Net Derivatives			Private Equity Investments
Balance at January 1, 2016	$	626		$	880		$	4		$	289
Total realized and unrealized gains (losses):
Included in earnings:
Interest income	15			—			—			—
Mortgage banking income	—			(127		)	32			—
Other noninterest income	—			—			—			3
Included in unrealized net holding gains (losses) in OCI	(20		)	—			—			—
Purchases	—			—			—			19
Issuances	—			22			40			—
Sales	—			—			—			(8		)
Settlements	(21		)	(38		)	(55		)	(2		)
Adoption of fair value option for commercial MSRs	—			123			—			—
Balance at March 31, 2016	$	600		$	860		$	21		$	301
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held at March 31, 2016	$	15		$	(127	)	$	21		$	2

BB&T’s policy is to recognize transfers between levels as of the end of a reporting period. Transfers in and out of Level 3 are shown in the preceding tables. There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2017 or 2016.

26

The non-agency MBS categorized as Level 3 represent ownership interest in various tranches of Re-REMIC trusts. These securities are valued at a discount, which is unobservable in the market, to the fair value of the underlying securities owned by the trusts. The Re-REMIC tranches do not have an active market and therefore are categorized as Level 3. At March 31, 2017, the fair value of Re-REMIC non-agency MBS represented a discount of 16.4% to the fair value of the underlying securities owned by the Re-REMIC trusts.

The majority of private equity 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 VIE 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 2026, is uncertain and dependent on various events such as recapitalizations, refinance transactions and ownership changes among others. Excluding the investment of future funds, BB&T estimates these investments have a weighted average remaining life of approximately 3 years; however, the timing and amount of distributions may vary significantly. As of March 31, 2017, 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 5x to 12x, with a weighted average of 8x, at March 31, 2017.

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

	March 31, 2017						December 31, 2016
(Dollars in millions)	Fair Value		Aggregate UPB		Difference		Fair Value		Aggregate UPB		Difference
LHFS reported at fair value	$	1,291	$	1,270	$	21	$	1,716	$	1,736	$	(20	)

Excluding government guaranteed, LHFS that were in nonaccrual status or 90 days or more past due and still accruing interest were not material at March 31, 2017.

The following table provides information about certain assets measured at fair value on a nonrecurring basis, which are primarily collateral dependent and may be subject to liquidity adjustments. The carrying values represent end of period values, which approximate the fair value measurements that occurred on the various measurement dates throughout the period. The valuation adjustments represent the amounts recorded during the period regardless of whether the asset is still held at period end. These assets are considered to be Level 3 assets (excludes PCI).

	As Of / For the Year-To-Date Period Ended
	March 31, 2017						March 31, 2016
(Dollars in millions)	Carrying Value		Valuation Adjustments				Carrying Value		Valuation Adjustments
Impaired loans	$	255		$	(8	)	$	329		$	(38	)
Foreclosed real estate	49			(66		)	66			(54		)

For financial instruments not recorded at fair value, estimates of fair value are based on relevant market data and information about the instrument. Values obtained relate to 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.

27

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.

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, 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 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. 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. Retail lending commitments are assigned no fair value as BB&T typically has the ability to cancel such commitments by providing notice to the borrower.

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

	March 31, 2017
(Dollars in millions)	Carrying Amount		Total Fair Value		Level 2		Level 3
Financial assets:
HTM securities	$	18,209	$	18,075	$	18,075	$	—
Loans and leases HFI, net of ALLL	141,118		141,013		—		141,013
Financial liabilities:
Deposits	161,333		161,446		161,446		—
Long-term debt	21,635		21,815		21,815		—

	December 31, 2016
(Dollars in millions)	Carrying Amount		Total Fair Value		Level 2		Level 3
Financial assets:
HTM securities	$	16,680	$	16,546	$	16,546	$	—
Loans and leases HFI, net of ALLL	141,833		142,044		—		142,044
Financial liabilities:
Deposits	160,234		160,403		160,403		—
Long-term debt	21,965		22,423		22,423		—

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

	March 31, 2017				December 31, 2016
(Dollars in millions)	Notional/Contract Amount		Fair Value		Notional/Contract Amount		Fair Value
Commitments to extend, originate or purchase credit	$	65,134	$	265	$	64,395	$	250
Residential mortgage loans sold with recourse	557		6		578		7
Other loans sold with recourse	4,528		7		4,240		7
Letters of credit	2,788		25		2,786		27

28

NOTE 15. Derivative Financial Instruments

The following table presents the notional amount and estimated fair value of derivative instruments:

		March 31, 2017								December 31, 2016
	Hedged Item or Transaction	Notional Amount		Fair Value						Notional Amount		Fair Value
(Dollars in millions)				Gain			Loss					Gain			Loss
Cash flow hedges:
Interest rate contracts:
Pay fixed swaps	3 mo. LIBOR funding	$	7,050	$	—		$	(178	)	$	7,050	$	—		$	(187	)
Fair value hedges:
Interest rate contracts:
Receive fixed swaps	Long-term debt	14,307		174			(120		)	12,099		202			(100		)
Options	Long-term debt	4,770		—			(1		)	2,790		—			(1		)
Pay fixed swaps	Commercial loans	359		4			(1		)	346		4			(2		)
Pay fixed swaps	Municipal securities	231		—			(80		)	231		—			(83		)
Total		19,667		178			(202		)	15,466		206			(186		)
Not designated as hedges:
Client-related and other risk management:
Interest rate contracts:
Receive fixed swaps		10,162		201			(52		)	9,989		235			(44		)
Pay fixed swaps		10,401		50			(216		)	10,263		43			(252		)
Other swaps		1,083		2			(3		)	1,086		2			(5		)
Other		616		2			(2		)	709		2			(2		)
Forward commitments		5,731		11			(12		)	5,972		29			(28		)
Foreign exchange contracts		602		3			(4		)	669		8			(5		)
Total		28,595		269			(289		)	28,688		319			(336		)
Mortgage banking:
Interest rate contracts:
Interest rate lock commitments		1,695		12			(2		)	2,219		7			(20		)
When issued securities, forward rate agreements and forward commitments		2,510		6			(14		)	3,657		51			(14		)
Other		564		1			(1		)	449		2			(1		)
Total		4,769		19			(17		)	6,325		60			(35		)
MSRs:
Interest rate contracts:
Receive fixed swaps		4,209		12			(156		)	5,034		18			(236		)
Pay fixed swaps		3,966		37			(9		)	3,768		56			(7		)
Options		5,450		103			(3		)	5,710		160			(8		)
When issued securities, forward rate agreements and forward commitments		2,479		6			—			3,210		3			(8		)
Other		23		—			—			—		—			—
Total		16,127		158			(168		)	17,722		237			(259		)
Total derivatives not designated as hedges		49,491		446			(474		)	52,735		616			(630		)
Total derivatives		$	76,208	624			(854		)	$	75,251	822			(1,003		)
Gross amounts not offset in the Consolidated Balance Sheets:
Amounts subject to master netting arrangements not offset due to policy election				(358		)	358					(443		)	443
Cash collateral (received) posted				(83		)	410					(119		)	450
Net amount				$	183		$	(86	)			$	260		$	(110	)

29

The fair values of derivatives in a gain or loss position are presented on a gross basis in other assets or other liabilities, respectively, in the Consolidated Balance Sheets. Cash collateral posted for derivatives in a loss position and accrued interest 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 ISDA Master agreements allow counterparties to offset trades in a gain against trades in a loss to determine net exposure and allows for the right of setoff in the event of either a default or an additional termination event. Credit Support Annexes govern the terms of daily collateral posting practices. Collateral practices mitigate the potential loss impact to affected parties by requiring liquid collateral to be posted on a scheduled basis to secure the aggregate net unsecured exposure. In addition to collateral, the right of setoff allows counterparties to offset net derivative values with a defaulting party against certain other contractual receivables from or obligations due to the defaulting party in determining the net termination amount.

No portion of the change in fair value of derivatives designated as hedges has been excluded from effectiveness testing. The ineffective portion was immaterial for all periods presented. The following table presents the effect of hedging derivative instruments on the consolidated statements of income:

	Three Months Ended March 31,
	Effective Portion
	Pre-tax Gain (Loss) Recognized in OCI					Location of Amounts Reclassified from AOCI into Income	Pre-tax Gain (Loss) Reclassified from AOCI into Income
(Dollars in millions)	2017		2016				2017			2016
Cash flow hedges:
Interest rate contracts	$	4	$	(200	)	Total interest expense	$	8		$	(17	)
							Pre-tax Gain (Loss) Recognized in Income
						Location of Amounts Recognized in Income
							2017			2016
							(Dollars in millions)
Fair value hedges:
Interest rate contracts						Total interest income	$	(4	)	$	(4	)
Interest rate contracts						Total interest expense	46			60
Total							$	42		$	56
Not designated as hedges:
Client-related and other risk management:
Interest rate contracts						Other noninterest income	$	11		$	(1	)
Foreign exchange contracts						Other noninterest income	(2		)	(8		)
Mortgage banking:
Interest rate contracts						Mortgage banking income	(15		)	(6		)
MSRs:
Interest rate contracts						Mortgage banking income	(20		)	143
Total							$	(26	)	$	128

30

The following table provides a summary of derivative strategies and the related accounting treatment:

	Cash Flow Hedges	Fair Value Hedges	Derivatives Not Designated as Hedges
Risk exposure	Variability in cash flows of interest payments on floating rate business loans, overnight funding and various LIBOR funding instruments.	Changes in value on fixed rate long-term debt, CDs, FHLB advances, loans and state and political subdivision securities due to changes in interest rates.	Risk associated with an asset or liability, including mortgage banking operations and MSRs, or for client needs. Includes exposure to changes in market rates and conditions subsequent to the interest rate lock and funding date for mortgage loans originated for sale.
Risk management objective	Hedge the variability in the interest payments and receipts on future cash flows for forecasted transactions related to the first unhedged payments and receipts of variable interest.	Convert the fixed rate paid or received to a floating rate, primarily through the use of swaps.	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 of the MSRs.
Treatment for portion that is highly effective	Recognized in AOCI until the related cash flows from the hedged item are recognized in earnings.	Recognized in current period income along with the corresponding changes in the fair value of the designated hedged item attributable to the risk being hedged.	Entire change in fair value recognized in current period income.
Treatment for portion that is ineffective	Recognized in current period income.	Recognized in current period income.	Not applicable
Treatment if hedge ceases to be highly effective or is terminated	Hedge is dedesignated. Effective changes in value that are recorded in AOCI before dedesignation are amortized to yield over the period the forecasted hedged transactions impact earnings.	If hedged item remains outstanding, termination proceeds are included in cash flows from financing activities and effective changes in value are reflected as part of the carrying value of the financial instrument and amortized to earnings over its estimated remaining life.	Not applicable
Treatment if transaction is no longer probable of occurring during forecast period or within a short period thereafter	Hedge accounting is ceased and any gain or loss in AOCI is reported in earnings immediately.	Not applicable	Not applicable

31

The following table presents information about BB&T's cash flow and fair value hedges:

(Dollars in millions)	Mar 31, 2017				Dec 31, 2016
Cash flow hedges:
Net unrecognized after-tax loss on active hedges recorded in AOCI	$	(112	)		$	(118	)
Net unrecognized after-tax gain on terminated hedges recorded in AOCI (to be recognized in earnings through 2022)	18				26
Estimated portion of net after-tax gain (loss) on active and terminated hedges to be reclassified from AOCI into earnings during the next 12 months	(21		)		(4		)
Maximum time period over which BB&T has hedged a portion of the variability in future cash flows for forecasted transactions excluding those transactions relating to the payment of variable interest on existing instruments	5			yrs	6			yrs
Fair value hedges:
Unrecognized pre-tax net gain on terminated hedges (to be recognized as interest primarily through 2019)	$	150			$	169
Portion of pre-tax net gain on terminated hedges to be recognized as a change in interest during the next 12 months	52				56

Derivatives Credit Risk – Dealer Counterparties

Credit risk related to derivatives arises when amounts receivable from a counterparty exceed those payable to the same counterparty. The risk of loss is addressed by subjecting dealer counterparties to credit reviews and approvals similar 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 minimal limits.

Derivative contracts with dealer counterparties settle on a monthly, quarterly or semiannual basis, with daily movement of collateral between counterparties required within established netting agreements. BB&T only transacts with dealer counterparties with strong credit standings.

Derivatives Credit Risk – Central Clearing Parties

Certain derivatives are cleared through central clearing parties that require initial margin collateral, as well as collateral for trades in a net loss position. Initial margin collateral requirements are established by central clearing parties on varying bases, with such amounts generally designed to offset the risk of non-payment. Initial margin is generally calculated by applying the maximum loss experienced in value over a specified time horizon to the portfolio of existing trades. The central clearing party used for TBA transactions does not post variation margin to the bank.

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Dealer Counterparties:
Cash collateral received from dealer counterparties	$	85	$	123
Derivatives in a net gain position secured by that collateral	87		123
Unsecured positions in a net gain with dealer counterparties after collateral postings	3		4
Cash collateral posted to dealer counterparties	151		138
Derivatives in a net loss position secured by that collateral	153		144
Additional collateral that would have been posted had BB&T's credit ratings dropped below investment grade	2		8
Central Clearing Parties:
Cash collateral, including initial margin, posted to central clearing parties	261		313
Derivatives in a net loss position secured by that collateral	274		318
Securities pledged to central clearing parties	119		119

32

NOTE 16. Computation of EPS

Basic and diluted EPS calculations are presented in the following table:

	Three Months Ended March 31,
(Dollars in millions, except per share data, shares in thousands)	2017		2016
Net income available to common shareholders	$	378	$	527
Weighted average number of common shares	809,903		781,193
Effect of dilutive outstanding equity-based awards	12,816		8,983
Weighted average number of diluted common shares	822,719		790,176
Basic EPS	$	0.47	$	0.67
Diluted EPS	$	0.46	$	0.67
Anti-dilutive awards	295		10,711

NOTE 17. Operating Segments

The financial information related to National Penn's operations was included in the Other, Treasury & Corporate segment from the date of acquisition until the systems conversion, which occurred during July 2016. The financial information for this acquisition is included in the respective segments after the conversions.

Segment Realignment

Effective January 2017, several business activities were realigned within the segments. First, certain client relationships with $218 million of loans and $2.0 billion of deposits were no longer included in Financial Services and are only reported in Community Banking as the result of client re-segmentation. Second, the Mortgage Warehouse Lending and Domestic Factoring businesses within Specialized Lending were moved to Residential Mortgage Banking and Other, Treasury and Corporate, respectively, to align with changes in the internal management structure. Third, the International division was restructured with components integrated into Community Banking and Financial Services from Other, Treasury and Corporate also to align with changes in the internal management structure. The segment information presented herein reflects the impact of the realignment.

Community Banking

Community Banking serves individual and business clients by offering a variety of loan and deposit products and other financial services. Community Banking is primarily responsible for serving client relationships and, therefore, is credited with certain revenue from the Residential Mortgage Banking, Financial Services, Insurance Holdings, Specialized Lending, and other segments, which is reflected in net referral fees.

Residential Mortgage Banking

Residential Mortgage Banking retains and services mortgage loans originated by BB&T as well as those purchased from various correspondent originators. Mortgage loan products include fixed and adjustable rate government and conventional loans for the purpose of constructing, purchasing or refinancing residential properties. Substantially all of the properties are owner occupied. BB&T generally retains the servicing rights to loans sold. Residential Mortgage Banking earns interest on loans held in the warehouse and portfolio, earns fee income from the origination and servicing of mortgage loans and recognizes gains or losses from the sale of mortgage loans. Residential Mortgage Banking also includes Mortgage Warehouse Lending which provides short-term lending solutions to finance first-lien residential mortgage LHFS by independent mortgage companies.

33

Dealer Financial Services

Dealer Financial Services originates loans to consumers on a prime and nonprime basis for the purchase of automobiles. Such loans are originated on an indirect basis through approved franchised and independent automobile dealers throughout the BB&T market area and nationally through Regional Acceptance Corporation. This segment also originates loans for the purchase of boats and recreational vehicles originated through dealers in BB&T’s market area. In addition, financing and servicing to dealers for their inventories is provided through a joint relationship between Dealer Financial Services and Community Banking.

Specialized Lending

Specialized Lending consists of BUs and subsidiaries that provide specialty finance products to consumers and businesses. The BUs include Sheffield Financial and Governmental Finance. Sheffield Financial is a dealer-based financer of small ticket equipment for both businesses and consumers. Governmental Finance provides tax-exempt financing to meet the capital project needs of local governments. Operating subsidiaries include BB&T Equipment Finance and BB&T Commercial Equipment Capital, which provide equipment leasing for large and small-to-middle market clients primarily within BB&T’s banking footprint; Prime Rate Premium Finance Corporation, which includes AFCO and CAFO, insurance premium finance BUs that provide funding to businesses in the United States and Canada and to consumers in certain markets within BB&T’s banking footprint; and Grandbridge, a full-service commercial mortgage banking lender providing loans on a national basis. Branch Bank clients as well as nonbank clients within and outside BB&T’s primary geographic market area are served by these BUs. The Community Banking and Financial Services segments receive credit for referrals to these BUs with the corresponding charge retained as part of Other, Treasury and Corporate in the accompanying tables.

Insurance Holdings

BB&T's insurance agency / brokerage network is the sixth largest in the world. Insurance Holdings provides property and casualty, employee benefits and life insurance to businesses and individuals. It also provides small business and corporate services, such as workers compensation and professional liability, as well as surety coverage and title insurance. Community Banking and Financial Services receive credit for insurance commissions on referred accounts, with the corresponding charge retained as part of Other, Treasury and Corporate in the accompanying tables.

Financial Services

Financial Services provides personal trust administration, estate planning, investment counseling, wealth management, asset management, corporate retirement services, corporate banking and corporate trust services. Financial Services also offers clients investment alternatives, including discount brokerage services, equities, fixed-rate and variable-rate annuities, mutual funds and governmental and municipal bonds through BB&T Investment Services, Inc.

Financial Services includes BB&T Securities, a full-service brokerage and investment banking firm that provides services in retail brokerage, equity and debt underwriting and investment advice and facilitates the origination, trading and distribution of fixed-income securities and equity products in both the public and private capital markets. BB&T Securities also has a public finance department that provides investment banking services, financial advisory services and municipal bond financing to a variety of regional taxable and tax-exempt issuers.

Financial Services includes a group of consolidated SBIC private equity and mezzanine investment funds that invest in privately owned middle-market operating companies to facilitate growth or ownership transition. Financial Services also includes the Corporate Banking Division that originates and services large corporate relationships, syndicated lending relationships and client derivatives. Community Banking receives an interoffice credit for referral fees, with the corresponding charge retained as part of Other, Treasury and Corporate in the accompanying tables. Also captured within the net intersegment interest income for Financial Services is the NIM for the loans and deposits associated with client relationships assigned to the Wealth Division that are housed in the Community Bank.

34

Other, Treasury and Corporate

Other, Treasury and Corporate is the combination of the Other segment that represents operating entities that do not meet the quantitative or qualitative thresholds for disclosure; BB&T’s Treasury function, which is responsible for the management of the securities portfolios, overall balance sheet funding and liquidity, and overall management of interest rate risk; the corporate support functions that have not been allocated to the business segments; certain merger-related charges or credits that are incurred as part of the acquisition and conversion of acquired entities; certain charges that are considered to be unusual in nature and not reflective of the normal operations of the segments; and intercompany eliminations including intersegment net referral fees and net intersegment interest income (expense).

The investment balances and results related to affordable housing investments are included in the Other, Treasury and Corporate segment. PCI loans from the Colonial acquisition and related net interest income are also included in this segment. Performance results of bank acquisitions prior to system conversion are typically reported in this segment and on a post-conversion date are reported in the Community Banking segment and other segments as applicable.

	Three Months Ended March 31,
	Community Banking					Residential Mortgage Banking						Dealer Financial Services						Specialized Lending
(Dollars in millions)	2017		2016			2017			2016			2017			2016			2017			2016
Net interest income (expense)	$	587	$	529		$	333		$	341		$	241		$	229		$	175		$	168
Net intersegment interest income (expense)	404		389			(222		)	(227		)	(45		)	(40		)	(74		)	(68		)
Segment net interest income	991		918			111			114			196			189			101			100
Allocated provision for credit losses	25		(10		)	5			10			95			76			16			19
Noninterest income	313		288			76			71			—			1			70			62
Intersegment net referral fees (expense)	38		32			—			—			—			—			—			—
Noninterest expense	435		422			74			78			41			35			69			62
Amortization of intangibles	18		19			—			—			—			—			3			1
Allocated corporate expenses	344		332			31			26			14			11			20			17
Income (loss) before income taxes	520		475			77			71			46			68			63			63
Provision (benefit) for income taxes	186		173			29			27			17			26			13			13
Segment net income (loss)	$	334	$	302		$	48		$	44		$	29		$	42		$	50		$	50
Identifiable assets (period end)	$	73,563	$	67,715		$	34,092		$	34,758		$	16,191		$	14,692		$	17,770		$	16,351
	Insurance Holdings					Financial Services						Other, Treasury & Corporate (1)						Total BB&T Corporation
	2017		2016			2017			2016			2017			2016			2017			2016
Net interest income (expense)	$	—	$	—		$	65		$	63		$	208		$	199		$	1,609		$	1,529
Net intersegment interest income (expense)	2		1			89			79			(154		)	(134		)	—			—
Segment net interest income	2		1			154			142			54			65			1,609			1,529
Allocated provision for credit losses	—		—			1			90			6			(1		)	148			184
Noninterest income	462		421			216			199			34			(26		)	1,171			1,016
Intersegment net referral fees (expense)	—		—			5			3			(43		)	(35		)	—			—
Noninterest expense	342		299			183			182			920			435			2,064			1,513
Amortization of intangibles	16		11			2			1			(1		)	—			38			32
Allocated corporate expenses	31		28			45			37			(485		)	(451		)	—			—
Income (loss) before income taxes	75		84			144			34			(395		)	21			530			816
Provision (benefit) for income taxes	28		31			53			13			(222		)	(37		)	104			246
Segment net income (loss)	$	47	$	53		$	91		$	21		$	(173	)	$	58		$	426		$	570
Identifiable assets (period end)	$	3,377	$	2,800		$	18,337		$	17,763		$	57,171		$	58,326		$	220,501		$	212,405

(1) Includes financial data from business units below the quantitative and qualitative thresholds requiring disclosure.

35

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BB&T is a financial holding company organized under the laws of North Carolina. BB&T conducts operations through its principal bank subsidiary, Branch Bank, and its nonbank subsidiaries.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the financial condition, results of operations, business plans and the future performance of BB&T that are based on the beliefs and assumptions of the management of BB&T and the information available to management at the time that these disclosures were prepared. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "may," "will," "should," "could," and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. Such factors include, but are not limited to, the following:

• general economic or business conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand for credit, insurance or other services;

• disruptions to the national or global financial markets, including the impact of a downgrade of U.S. government obligations by one of the credit ratings agencies, the economic instability and recessionary conditions in Europe, the potential exit of the United Kingdom from the European Union and the economic slowdown in China;

• changes in the interest rate environment, including interest rate changes made by the FRB, as well as cash flow reassessments may reduce NIM and/or the volumes and values of loans made or held as well as the value of other financial assets held;

• competitive pressures among depository and other financial institutions may increase significantly;

• legislative, regulatory or accounting changes, including changes resulting from the adoption and implementation of the Dodd-Frank Act may adversely affect the businesses in which BB&T is engaged;

• local, state or federal taxing authorities may take tax positions that are adverse to BB&T;

• a reduction may occur in BB&T's credit ratings;

• adverse changes may occur in the securities markets;

• competitors of BB&T may have greater financial resources or develop products that enable them to compete more successfully than BB&T and may be subject to different regulatory standards than BB&T;

• cybersecurity risks, including "denial of service," "hacking" and "identity theft," could adversely affect BB&T's business and financial performance or reputation, and BB&T could be liable for financial losses incurred by third parties due to breaches of data shared between financial institutions;

• natural or other disasters, including acts of terrorism, could have an adverse effect on BB&T in that such events could materially disrupt BB&T's operations or the ability or willingness of customers to access the services BB&T offers;

• costs related to the integration of the businesses of BB&T and its merger partners may be greater than expected;

• failure to execute on strategic or operational plans, including the ability to successfully complete and/or integrate mergers and acquisitions or fully achieve expected cost savings or revenue growth associated with mergers and acquisitions within the expected time frames could adversely impact financial condition and results of operations;

• significant litigation and regulatory proceedings could have a material adverse effect on BB&T;

• unfavorable resolution of legal proceedings or other claims and regulatory and other governmental investigations or other inquiries could result in negative publicity, protests, fines, penalties, restrictions on BB&T's operations or ability to expand its business and other negative consequences, all of which could cause reputational damage and adversely impact BB&T's financial conditions and results of operations;

• risks resulting from the extensive use of models;

• risk management measures may not be fully effective;

• deposit attrition, customer loss and/or revenue loss following completed mergers/acquisitions may exceed expectations;

• higher than expected costs related to information technology infrastructure or a failure to successfully implement future system enhancements could adversely impact BB&T's financial condition and results of operations and could result in significant additional costs to BB&T; and

• widespread system outages, caused by the failure of critical internal systems or critical services provided by third parties, could adversely impact BB&T's financial condition and results of operations.

36

These and other risk factors are more fully described in this report and in BB&T's Annual Report on Form 10-K for the year ended December 31, 2016 under the sections entitled "Item 1A. Risk Factors" and from time to time, in other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed in or implied by any forward-looking statements. Except to the extent required by applicable law or regulation, BB&T undertakes no obligation to revise or update publicly any forward-looking statements for any reason. Readers should, however, consult any further disclosures of a forward-looking nature BB&T may make in any subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

Regulatory Considerations

The extensive regulatory framework applicable to financial institutions is intended primarily for the protection of depositors, the DIF and the stability of the financial system, rather than for the protection of shareholders and creditors. In addition to banking laws, regulations and regulatory agencies, BB&T is subject to various other laws, regulations, supervision and examination by other regulatory agencies, all of which directly or indirectly affect the operations and management of BB&T and its ability to make distributions to shareholders. Refer to BB&T's Annual Report on Form 10-K for the year ended December 31, 2016 for additional disclosures with respect to laws and regulations affecting BB&T.

Following the November 2016 election, the new administration and members of Congress have publicly disclosed proposals to change certain laws and regulations (e.g., pay ratio disclosure and the DOL fiduciary rule). Proposals to change the laws and regulations are frequently introduced at both the federal and state levels. The likelihood and timing of any such changes and the impact such changes may have on BB&T is impossible to determine with any certainty. The following summarizes changes to proposed or final rules that were published since the filing of BB&T's Annual Report on Form 10-K for the year ended December 31, 2016.

DOL Fiduciary Rule

During April 2016, the DOL issued a final rule related to fiduciary standards in regards to the investing of clients' retirement assets. The final rule expands the definition of a fiduciary under the Employee Retirement Income Security Act of 1974. Those who provide investment advice to plans, plan sponsors, fiduciaries, plan participants, beneficiaries and IRAs and IRA owners must either avoid payments that create conflicts of interest or comply with the protective terms of an exemption issued by the DOL. Under new exemptions adopted with the rule, financial institutions will be obligated to acknowledge their status and the status of their individual advisers as "fiduciaries." Firms and advisers will be required to make prudent investment recommendations without regard to their own interests, or the interests of those other than the customer; charge only reasonable compensation; and make no misrepresentations to their customers regarding recommended investments. Additionally, the new rule requires certain disclosures to be made to the investor, and ongoing compliance must be monitored and documented.

In early April 2017, the DOL issued a 60 day extension on implementation of certain aspects of the final rule to allow additional time to evaluate the impacts of the rule in accordance with an executive order issued by the President of the United States. Thus, the requirements under the rule will be phased in from June 9, 2017 to January 1, 2018. The estimated impact for 2017 is immaterial.

Executive Summary

Consolidated net income available to common shareholders for the first quarter of 2017 was $378 million, a decrease of $149 million compared to the same quarter of 2016. On a diluted per common share basis, earnings for the first quarter of 2017 were $0.46, a decrease of $0.21 compared to the first quarter of 2016. Earnings for the current quarter include a loss on the early extinguishment of higher-cost FHLB advances of $392 million ($246 million after tax), pre-tax merger-related and restructuring charges of $36 million ($22 million after tax) and $35 million for excess tax benefits from equity-based compensation plans.

BB&T's results of operations for the first quarter of 2017 produced an annualized return on average assets of 0.79%, an annualized return on average risk-weighted assets of 0.98% and an annualized return on average common shareholders' equity of 5.72%, compared to ratios for the same quarter of the prior year of 1.09%, 1.37% and 8.45%, respectively.

Total revenues on a TE basis were $2.8 billion for the first quarter of 2017, an increase of $236 million compared to the same period in 2016. Both net interest income and noninterest income increased, largely the result of acquisition activity. Net interest margin was 3.46%, compared to 3.43% for the first quarter of 2016.

37

Excluding PCI loans, the provision for credit losses was $146 million, compared to $182 million in the first quarter of 2016. Net charge-offs for the first quarter of 2017, excluding PCI loans, totaled $148 million, compared to $154 million in the earlier quarter. The provision for credit losses on PCI loans was $2 million, flat compared to the earlier quarter.

Noninterest income was up $155 million compared to the first quarter of 2016. This increase was driven by higher insurance income, FDIC loss share income and other income. These increases were partially offset by a decline in securities gains compared to the earlier quarter.

Noninterest expense was $2.1 billion for the first quarter of 2017, up $557 million compared to the earlier quarter. This increase was driven by the previously mentioned loss on debt extinguishment, higher personnel expense, and smaller increases in other categories of expense due to the acquisitions of National Penn and Swett & Crawford.

The provision for income taxes was $104 million for the first quarter of 2017, compared to $246 million for the earlier quarter. This produced an effective tax rate for the first quarter of 2017 of 19.6%, compared to 30.1% for the first quarter of 2016. The current quarter tax provision includes $35 million of excess tax benefits from equity-based compensation plans.

Refer to the Annual Report on Form 10-K for the year ended December 31, 2016 for additional information with respect to recent accomplishments and significant challenges.

Analysis of Results of Operations

Net Interest Income and NIM

First Quarter 2017 compared to First Quarter2016

Net interest income on a TE basis was $1.6 billion for the first quarter of 2017, an increase of $81 million compared to the same period in 2016. Interest income increased $55 million, which primarily reflects acquisition activity. Interest expense was down $26 million, which reflects improved funding costs for long-term debt partially offset by acquisition activity.

Net interest margin was 3.46%, compared to 3.43% for the first quarter of 2016. Average earning assets increased$9.0 billion, or 4.9% from the first quarter of 2016 to the first quarter of 2017, while average interest-bearing liabilities increased$3.8 billion, or 2.9%, both of which were primarily driven by acquisitions. Noninterest-bearing deposits increased $4.9 billion due to organic growth and acquisitions. The annualized TE yield on the total loan portfolio for the first quarter was 4.30%, down five basis points compared to the earlier quarter. The annualized TE yield on the average securities portfolio for the first quarter was 2.42%, up two basis points compared to the earlier quarter.

The average annualized cost of interest-bearing deposits was 0.26%, up one basis point compared to the first quarter of 2016. The average annualized rate paid on long-term debt was 1.83%, down 36 basis points, primarily due to benefits from the extinguishment of FHLB advances.

The following table sets forth the major components of net interest income and the related annualized yields and rates as well as the variances between the periods caused by changes in interest rates versus changes in volumes. Changes attributable to the mix of assets and liabilities have been allocated proportionally between the changes due to rate and the changes due to volume.

38

Table 1
TE Net Interest Income and Rate / Volume Analysis (1)
Three Months Ended March 31, 2017 and 2016
	Average Balances (6)				Annualized Yield/Rate				Income/Expense				Increase			Change due to
(Dollars in millions)	2017		2016		2017		2016		2017		2016		(Decrease)			Rate			Volume
Assets
Total securities, at amortized cost (2)
U.S. Treasury	$	4,730	$	2,777	1.72	%	1.70	%	$	20	$	12	$	8		$	—		$	8
GSE	2,386		5,065		2.22		2.11		13		27		(14		)	1			(15		)
Agency MBS	34,909		33,774		2.16		1.98		189		167		22			16			6
States and political subdivisions	2,091		2,266		5.13		5.37		27		30		(3		)	(1		)	(2		)
Non-agency MBS	432		636		18.85		19.81		20		31		(11		)	(1		)	(10		)
Other	59		62		1.89		1.57		—		—		—			—			—
Total securities	44,607		44,580		2.42		2.40		269		267		2			15			(13		)
Other earning assets (3)	4,259		3,404		1.49		2.87		16		25		(9		)	(14		)	5
Loans and leases, net of unearned income (4)(5)
Commercial:
Commercial and industrial	51,119		48,013		3.43		3.29		433		392		41			16			25
CRE-income producing properties	14,602		13,490		3.71		3.77		133		127		6			(2		)	8
CRE-construction and development	3,844		3,619		3.69		3.75		35		34		1			(1		)	2
Dealer floor plan	1,427		1,239		2.32		2.02		8		6		2			1			1
Direct retail lending	12,014		11,107		4.33		4.23		129		118		11			3			8
Sales finance	10,896		10,049		3.19		3.01		86		75		11			5			6
Revolving credit	2,607		2,463		8.79		8.82		57		54		3			—			3
Residential mortgage	29,701		29,864		4.01		4.10		297		305		(8		)	(6		)	(2		)
Other lending subsidiaries	14,919		13,439		7.99		8.56		294		286		8			(21		)	29
PCI	883		1,098		19.72		21.69		43		59		(16		)	(5		)	(11		)
Total loans and leases HFI	142,012		134,381		4.31		4.35		1,515		1,456		59			(10		)	69
LHFS	1,686		1,247		3.49		3.77		15		12		3			(1		)	4
Total loans and leases	143,698		135,628		4.30		4.35		1,530		1,468		62			(11		)	73
Total earning assets	192,564		183,612		3.80		3.85		1,815		1,760		55			(10		)	65
Nonearning assets	27,397		26,490
Total assets	$	219,961	$	210,102
Liabilities and Shareholders' Equity
Interest-bearing deposits:
Interest-checking	$	29,578	$	25,604	0.18		0.13		13		8		5			4			1
Money market and savings	64,857		60,424		0.23		0.21		37		32		5			3			2
Time deposits	14,924		16,884		0.48		0.55		17		23		(6		)	(4		)	(2		)
Foreign deposits - interest-bearing	929		752		0.67		0.36		2		1		1			1			—
Total interest-bearing deposits	110,288		103,664		0.26		0.25		69		64		5			4			1
Short-term borrowings	2,105		2,771		0.43		0.36		2		2		—			—			—
Long-term debt	20,757		22,907		1.83		2.19		95		126		(31		)	(20		)	(11		)
Total interest-bearing liabilities	133,150		129,342		0.50		0.60		166		192		(26		)	(16		)	(10		)
Noninterest-bearing deposits	51,095		46,203
Other liabilities	5,813		6,731
Shareholders' equity	29,903		27,826
Total liabilities and shareholders' equity	$	219,961	$	210,102
Average interest-rate spread					3.30	%	3.25	%
NIM/net interest income					3.46	%	3.43	%	$	1,649	$	1,568	$	81		$	6		$	75
Taxable-equivalent adjustment									$	40	$	39

(1) Yields are stated on a TE basis utilizing the marginal income tax rates for the periods presented. The change in interest not solely due to changes in yield/rate or volume has been allocated on a pro-rata basis based on the absolute dollar amount of each.

(2) Total securities include AFS and HTM securities.

(3) Includes Federal funds sold, securities purchased under resale agreements or similar arrangements, interest-bearing deposits with banks, trading securities, FHLB stock and other earning assets.

(4) Loan fees, which are not material for any of the periods shown, are included for rate calculation purposes.

(5) NPLs are included in the average balances.

(6) Excludes basis adjustments for fair value hedges.

39

Provision for Credit Losses

First Quarter 2017 compared to First Quarter2016

The provision for credit losses totaled $148 million for the first quarter of 2017, compared to $184 million for the same period of the prior year.

Net charge-offs were $148 million for the first quarter of 2017 and $154 million for the first quarter of 2016. The earlier quarter included $30 million of charge-offs related to a review of shared national credits in the energy lending portfolio. Net charge-offs were 0.42% of average loans and leases on an annualized basis for the first quarter of 2017, compared to 0.46% of average loans and leases for the same period in 2016.

Noninterest Income

First Quarter 2017 compared to First Quarter2016

Noninterest income for the first quarter of 2017 increased $155 million compared to the earlier quarter. This increase was driven by higher insurance income, FDIC loss share income and other income. These increases were partially offset by a decline in securities gains compared to the earlier quarter.

Insurance income increased $39 million, primarily the result of the Swett & Crawford acquisition.

FDIC loss share income improved $60 million due to the termination of the loss sharing agreements during the third quarter of 2016.

Other income increased $66 million, which includes an increase of $49 million in income related to assets for certain post-employment benefits, which is primarily offset in personnel expense.

Service charges on deposits increased $14 million due to higher volumes as a result of both organic growth and acquisitions.

Mortgage banking income increased $12 million primarily resulting from gains on sales of both commercial and residential mortgages and higher margins on interest rate locks.

Noninterest Expense

First Quarter2017 compared to First Quarter2016

Noninterest expense for the first quarter of 2017 was $2.1 billion, an increase of $557 million compared to the earlier quarter. This increase was driven by the previously mentioned loss on debt extinguishment, higher personnel expense, and smaller increases in other categories of expense due to the acquisitions of National Penn and Swett & Crawford.

Personnel expense increased $96 million, driven by a $50 million increase in salaries and incentives, which reflects a 1,635 increase in full-time equivalent employees primarily resulting from acquisitions. Additionally, other personnel expenses were higher $46 million, which includes an increase of $38 million for certain post-employment benefits, which is largely offset in other income.

Merger-related and restructuring charges increased $13 million, primarily the result of the write-off of certain capitalized costs on software never placed in service and the writedown of real estate in connection with restructuring activities, partially offset by lower merger-related expenses.

Other expense increased $25 million primarily due to higher operating charge-offs, taxes and licenses, advertising and sundry other expenses partially due to the National Penn acquisition.

40

Provision for Income Taxes

First Quarter2017 compared to First Quarter2016

The provision for income taxes was $104 million for the first quarter of 2017, compared to $246 million for the earlier quarter. This produced an effective tax rate for the first quarter of 2017 of 19.6%, compared to 30.1% for the earlier quarter. The current quarter tax provision includes the excess tax benefits from equity-based compensation plans and the tax benefits associated with using the marginal income tax rate for the loss on the early extinguishment of debt.

Segment Results

See the "Operating Segments" Note in the "Notes to Consolidated Financial Statements" contained herein and BB&T's Annual Report on Form 10-K for the year ended December 31, 2016, for additional disclosures related to BB&T's reportable business segments. Fluctuations in noninterest income and noninterest expense incurred directly by the segments are more fully discussed in the "Noninterest Income" and "Noninterest Expense" sections above.

The financial information related to National Penn's operations was included in the Other, Treasury & Corporate segment from the date of acquisition until the systems conversion, which occurred during July 2016.

Table 2
Net Income by Reportable Segment
	Three Months Ended March 31,
(Dollars in millions)	2017			2016
Community Banking	$	334		$	302
Residential Mortgage Banking	48			44
Dealer Financial Services	29			42
Specialized Lending	50			50
Insurance Holdings	47			53
Financial Services	91			21
Other, Treasury and Corporate	(173		)	58
BB&T Corporation	$	426		$	570

First Quarter2017 compared to First Quarter2016

Community Banking

Community Banking net income was $334 million for the first quarter of 2017, an increase of $32 million compared to the earlier quarter. Segment net interest income increased $73 million driven by loan and deposit growth from the acquisition of National Penn and higher funding spreads on deposits. Noninterest income increased $25 million due to higher service charges on deposits and checkcard fees, which were partially driven by the National Penn acquisition.

The allocated provision for credit losses increased $35 million primarily due to normalization of credit trends and loan growth. Noninterest expense increased $13 million, driven by higher occupancy and equipment expense, personnel expense and operating charge-offs which were primarily attributable to the National Penn acquisition. Allocated corporate expense increased $12 million compared to the earlier quarter largely due to the National Penn acquisition.

Residential Mortgage Banking

Residential Mortgage Banking net income was $48 million for the first quarter of 2017, an increase of $4 million compared to the earlier quarter. Noninterest income increased slightly due to higher gains on sale of loans, which was partially offset by a decline in segment net interest income due to lower credit spreads on loans.

The allocated provision for credit losses decreased slightly due to a decline in loss estimates, partially offset by an increase in net charge-offs. Noninterest expense decreased slightly due to declines in loan processing expense, professional services and foreclosed property expense, partially offset by an increase in personnel expense. Allocated corporate expenses rose slightly due to increased investments in business initiatives and additional support area costs.

41

Dealer Financial Services

Dealer Financial Services net income was $29 million for the first quarter of 2017, a decrease of $13 million compared to the earlier quarter. Segment net interest income increased slightly due to higher average loan balances, partially offset by a decline in credit spreads on loans. The allocated provision for credit losses increased $19 million primarily due to higher net charge-offs in the Regional Acceptance loan portfolio, driven by increases in loss severity. Noninterest expense increased slightly due to higher loan processing and servicing expense and personnel expense.

Specialized Lending

Specialized Lending net income was $50 million for the first quarter of 2017, flat compared to the earlier quarter. Noninterest income increased due to higher commercial mortgage banking income and operating lease income. Noninterest expense increased due to higher personnel expense and increased depreciation on property held under operating leases.

Insurance Holdings

Insurance Holdings net income was $47 million for the first quarter of 2017, a decrease of $6 million compared to the earlier quarter. Noninterest income increased $41 million, which primarily reflects the addition of Swett & Crawford, in addition to increased employee benefit and life insurance commissions, partially offset by lower performance-based commissions on the commercial property and casualty business. Noninterest expense increased $43 million, primarily due to the Swett & Crawford acquisition, which led to higher personnel expense. Also, amortization of intangibles increased due to the acquisition of Swett & Crawford.

Financial Services

Financial Services net income was $91 million for the first quarter of 2017, an increase of $70 million compared to the earlier quarter. Noninterest income increased $17 million, primarily due to an improved credit valuation adjustment on client derivatives and increased trust and investment advisory fees, partially offset by a decline in investment banking income. Segment net interest income increased $12 million, primarily driven by deposit growth and higher funding spreads on deposits for BB&T Wealth and loan growth for Corporate Banking. The allocated provision for credit losses decreased $89 million. This change was driven by higher net charge-offs and increased reserves in the earlier quarter primarily related to energy lending exposures within the Corporate Banking loan portfolio.

Other, Treasury & Corporate

Other, Treasury & Corporate generated a net loss of $173 million in the first quarter of 2017, compared to net income of $58 million in the earlier quarter. Noninterest income increased $60 million, driven by a $60 million improvement in FDIC loss share income as a result of terminating the loss share agreements in the third quarter of 2016. Also, income related to assets for certain post-employment benefits increased and the gain on sale of securities declined $45 million due to gains recognized in the earlier quarter. Segment net interest income decreased $11 million, primarily due to a decline in the net charge for funds and lower balances of purchased credit-impaired loans, partially offset by a decrease in long-term debt balances.

Noninterest expense increased $485 million due to the previously mentioned loss on the early extinguishment of higher-cost FHLB advances and increased expense related to assets for certain post-employment benefits, merger related and restructuring charges, regulatory charges, information technology professional services and other expenses. Also, the segment allocated $34 million of additional corporate expenses to other operating segments compared to the earlier quarter. The benefit for income taxes increased $185 million due to a decline in pre-tax income and $35 million of excess tax benefits from equity-based compensation plans in the first quarter of 2017.

Analysis of Financial Condition

Investment Activities

The total securities portfolio was $44.9 billion at March 31, 2017, compared to $43.6 billion at December 31, 2016. As of March 31, 2017, the securities portfolio included $26.7 billion of AFS securities (at fair value) and $18.2 billion of HTM securities (at amortized cost).

42

The effective duration of the securities portfolio was 4.8 years at March 31, 2017 and December 31, 2016. The duration of the securities portfolio excludes certain non-agency residential MBS that were acquired in the Colonial acquisition and other securities without a stated maturity with an outstanding balance that was immaterial at March 31, 2017.

See the "Securities" Note in the "Notes to Consolidated Financial Statements" herein for additional disclosures related to BB&T's evaluation of securities for OTTI.

Lending Activities

Loans HFI totaled $142.6 billion at March 31, 2017, compared to $143.3 billion at December 31, 2016. Management continuously evaluates the composition of the loan portfolio taking into consideration the current and expected market conditions, interest rate environment and risk profiles to optimize profitability. Based upon this evaluation, management may decide to focus efforts on growing or decreasing exposures in certain portfolios through both organic changes and portfolio acquisitions or sales.

Sales finance loans were down $702 million due to the continued effects of dealer pricing structure changes; this also reflects the continued runoff of the auto lease portfolio obtained in connection with the Susquehanna acquisition. Residential mortgage loans were down $270 million due to continued targeted run-off of the portfolio. Other lending subsidiaries loans were up $285 million primarily due to a portfolio purchase of near prime automobile loans executed late in the first quarter of 2017.

The following table presents the composition of average loans and leases:

Table 3
Composition of Average Loans and Leases
	For the Three Months Ended
(Dollars in millions)	3/31/2017		12/31/2016		9/30/2016		6/30/2016		3/31/2016
Commercial and industrial	$	51,119	$	51,306	$	51,508	$	51,646	$	48,013
CRE-income producing properties	14,602		14,566		14,667		14,786		13,490
CRE-construction and development	3,844		3,874		3,802		3,669		3,619
Dealer floor plan	1,427		1,367		1,268		1,305		1,239
Direct retail lending	12,014		12,046		11,994		12,031		11,107
Sales finance	10,896		10,599		9,339		9,670		10,049
Revolving credit	2,607		2,608		2,537		2,477		2,463
Residential mortgage	29,701		30,044		30,357		30,471		29,864
Other lending subsidiaries	14,919		14,955		14,742		13,961		13,439
PCI	883		974		1,052		1,130		1,098
Total average loans and leases HFI	$	142,012	$	142,339	$	141,266	$	141,146	$	134,381

Average loans held for investment for the first quarter of 2017 were $142.0 billion, down $327 million compared to the fourth quarter of 2016.

Excluding continued runoff of residential mortgage and PCI loans, average loans held for investment were up $107 million compared to the prior quarter.

Average sales finance loans increased $297 million, primarily due to a $1.9 billion portfolio acquisition in the fourth quarter. This increase was partially offset by the continued effects of dealer pricing structure changes; this also reflects the continued runoff of the auto lease portfolio obtained in connection with the Susquehanna acquisition.

Asset Quality

NPAs totaled $801 million at March 31, 2017, compared to $813 million at December 31, 2016. The decrease was driven by a $19 million decline in nonperforming commercial and industrial loans. NPLs represented 0.51% of loans and leases held for investment, flat compared to December 31, 2016.

43

The following table presents activity related to NPAs. Foreclosed real estate acquired from the FDIC is excluded for periods prior to the loss share termination:

Table 4
Rollforward of NPAs
	Three Months Ended March 31,
(Dollars in millions)	2017			2016
Beginning balance	$	813		$	686
New NPAs	387			595
Advances and principal increases	65			28
Disposals of foreclosed assets (1)	(128		)	(131		)
Disposals of NPLs (2)	(74		)	(45		)
Charge-offs and losses	(71		)	(105		)
Payments	(147		)	(113		)
Transfers to performing status	(43		)	(35		)
Foreclosed real estate, included as a result of loss share termination	—			—
Other, net	(1		)	—
Ending balance	$	801		$	880

(1)  Includes charge-offs and losses recorded upon sale of $61 million and $50 million for the three months ended March 31, 2017 and 2016, respectively.

(2) Includes charge-offs and losses recorded upon sale of $11 million and $3 million for the three months ended March 31, 2017 and 2016, respectively.

44

The following tables summarize asset quality information for the past five quarters:

Table 5
Asset Quality
	Three Months Ended
(Dollars in millions)	3/31/2017		12/31/2016		9/30/2016		6/30/2016		3/31/2016
NPAs (1)
NPLs:
Commercial and industrial	$	344	$	363	$	413	$	452	$	442
CRE-income producing properties	43		40		38		36		48
CRE-construction and development	17		17		12		14		11
Dealer floor plan	7		—		—		—		—
Direct retail lending	66		63		55		52		51
Sales finance	6		6		6		5		7
Residential mortgage-nonguaranteed	167		172		167		171		163
Residential mortgage-government guaranteed	5		—		—		1		—
Other lending subsidiaries	68		75		66		62		64
Total nonaccrual loans and leases HFI (1)(2)	723		736		757		793		786
Foreclosed real estate	49		50		58		70		89
Other foreclosed property	29		27		28		23		28
Total nonperforming assets (1)(2)	$	801	$	813	$	843	$	886	$	903
Performing TDRs (3)
Commercial and industrial	$	48	$	55	$	46	$	39	$	52
CRE-income producing properties	14		16		14		16		18
CRE-construction and development	11		9		8		10		13
Direct retail lending	65		67		69		69		70
Sales finance	15		16		16		16		17
Revolving credit	29		29		30		31		32
Residential mortgage-nonguaranteed	327		332		287		276		281
Residential mortgage-government guaranteed (4)	412		420		393		348		317
Other lending subsidiaries	232		226		209		198		181
Total performing TDRs (3)(4)	$	1,153	$	1,170	$	1,072	$	1,003	$	981
Loans 90 days or more past due and still accruing
Direct retail lending	$	7	$	6	$	7	$	5	$	6
Sales finance	5		6		4		4		4
Revolving credit	10		12		9		8		10
Residential mortgage-nonguaranteed	64		79		66		56		55
Residential mortgage-government guaranteed (5)	374		443		414		415		434
PCI	82		90		92		122		100
Total loans 90 days or more past due and still accruing (5)	$	542	$	636	$	592	$	610	$	609
Loans 30-89 days past due
Commercial and industrial	$	22	$	27	$	34	$	20	$	27
CRE-income producing properties	11		6		3		8		7
CRE-construction and development	1		2		2		2		6
Direct retail lending	55		60		62		53		48
Sales finance	51		76		60		61		53
Revolving credit	20		23		20		19		18
Residential mortgage-nonguaranteed	272		393		354		361		350
Residential mortgage-government guaranteed (6)	129		132		112		81		66
Other lending subsidiaries	215		322		288		261		207
PCI	29		36		45		48		43
Total loans 30-89 days past due (6)	$	805	$	1,077	$	980	$	914	$	825

45

Excludes loans held for sale.

(1) PCI loans are accounted for using the accretion method.

(2) Sales of nonperforming loans totaled approximately $74 million, $130 million, $63 million, $64 million and $45 million for the quarter ended March 31, 2017, December 31, 2016, September 30, 2016, June 30, 2016 and March 31, 2016, respectively.

(3) Excludes TDRs that are nonperforming totaling $214 million, $183 million, $134 million, $146 million and $172 million at March 31, 2017, December 31, 2016, September 30, 2016, June 30, 2016 and March 31, 2016, respectively. These amounts are included in total NPAs.

(4) During the second quarter of 2016, BBT began repurchasing government guaranteed GNMA mortgage loans, including certain loans that were considered TDRs.

(5) Includes government guaranteed GNMA mortgage loans that BB&T has the right but not the obligation to repurchase that are 90 days or more past due totaling $29 million, $48 million, $46 million, $49 million and $323 million at March 31, 2017, December 31, 2016, September 30, 2016, June 30, 2016 and March 31, 2016, respectively.

(6) Includes government guaranteed GNMA mortgage loans that BB&T has the right but not the obligation to repurchase that are past due 30-89 days totaling $2 million, $3 million, $2 million, $2 million and $2 million at March 31, 2017, December 31, 2016, September 30, 2016, June 30, 2016 and March 31, 2016, respectively.

Table 6
Asset Quality Ratios
	As of / For the Three Months Ended
	3/31/2017		12/31/2016		9/30/2016		6/30/2016		3/31/2016
Asset Quality Ratios:
Loans 30-89 days past due and still accruing as a percentage of loans and leases HFI	0.56	%	0.75	%	0.69	%	0.64	%	0.61	%
Loans 90 days or more past due and still accruing as a percentage of loans and leases HFI	0.38		0.44		0.42		0.43		0.45
NPLs as a percentage of loans and leases HFI	0.51		0.51		0.53		0.56		0.58
NPAs as a percentage of:
Total assets	0.36		0.37		0.38		0.40		0.42
Loans and leases HFI plus foreclosed property	0.56		0.57		0.59		0.62		0.67
Net charge-offs as a percentage of average loans and leases HFI	0.42		0.42		0.37		0.28		0.46
ALLL as a percentage of loans and leases HFI	1.04		1.04		1.06		1.06		1.10
Ratio of ALLL to:
Net charge-offs	2.49x		2.47x		2.91x		3.88x		2.40x
NPLs	2.05x		2.03x		2.00x		1.90x		1.89x
Asset Quality Ratios (Excluding Government Guaranteed and PCI): (1)
Loans 90 days or more past due and still accruing as a percentage of loans and leases HFI	0.06	%	0.07	%	0.06	%	0.05	%	0.06	%

Applicable ratios are annualized.

(1) These asset quality ratios have been adjusted to remove the impact of government guaranteed mortgage loans and PCI. Appropriate adjustments to the numerator and denominator have been reflected in the calculation of these ratios. Management believes the inclusion of such assets in these asset quality ratios results in distortion of these ratios such that they might not be reflective of asset collectibility or might not be comparable to other periods presented or to other portfolios that were not impacted by purchase accounting.

Loans 30-89 days past due and still accruing totaled $805 million at March 31, 2017, down $272 million compared to the prior quarter. This decrease was primarily driven by seasonality in retail portfolios.

Loans 90 days or more past due and still accruing totaled $542 million at March 31, 2017, down $94 million compared to the prior quarter, primarily due to a decrease in residential mortgage loans. The ratio of loans 90 days or more past due and still accruing as a percentage of loans and leases was 0.38% at March 31, 2017, compared to 0.44% for the prior quarter. Excluding government guaranteed and PCI loans, the ratio of loans 90 days or more past due and still accruing as a percentage of loans and leases was 0.06% at March 31, 2017, a decrease of one basis point compared to the prior quarter.

46

Problem loans include loans on nonaccrual status or loans that are 90 days or more past due and still accruing as disclosed in Table 5. In addition, 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 the "Loans and ACL" Note in the "Notes to Consolidated Financial Statements" herein for additional disclosures related to these potential problem loans.

Certain residential mortgage loans have an initial period where the borrower is only required to pay the periodic interest. After the interest-only period, the loan will require the payment of both interest and principal over the remaining term. At March 31, 2017, approximately 2.4% of the outstanding balances of residential mortgage loans were in the interest-only phase, compared to 2.6% at December 31, 2016. Approximately 95.6% of the interest-only balances will begin amortizing within the next three years. Approximately 1.4% of interest-only loans are 30 days or more past due and still accruing and 0.8% are on nonaccrual status.

Home equity lines, which are a component of the direct retail portfolio, generally require interest-only payments during the first 15 years after origination. After this initial period, the outstanding balance begins amortizing and requires the payment of both interest and principal. At March 31, 2017, the direct retail lending portfolio includes $8.6 billion of variable rate home equity lines and $952 million of variable rate other lines of credit. Approximately $6.4 billion of the variable rate home equity lines is currently in the interest-only phase and approximately 7.7% of these balances will begin amortizing within the next three years. Approximately $804 million of the outstanding balance of variable rate other lines of credit is in the interest-only phase and 21.7% of these balances will begin amortizing within the next three years. Variable rate home equity lines and other lines of credit typically reset on a monthly basis.

TDRs occur when a borrower is experiencing, or is expected to experience, financial difficulties in the near-term and a concession has been granted to the borrower. As a result, BB&T will work with the borrower to prevent further difficulties and ultimately improve the likelihood of recovery on the loan. To facilitate this process, a concessionary modification that would not otherwise be considered may be granted, resulting in classification of the loan as a TDR. Refer to the "Summary of Significant Accounting Policies" Note in the "Notes to Consolidated Financial Statements" in the Annual Report on Form 10-K for the year ended December 31, 2016 for additional policy information regarding TDRs.

Performing TDRs totaled $1.2 billion at March 31, 2017, a decrease of $17 million compared to December 31, 2016. This decrease was primarily due to a $13 million decrease in residential mortgage loan TDRs.

The following table provides a summary of HFI performing TDR activity: 

Table 7
Rollforward of Performing TDRs
	Three Months Ended March 31,
(Dollars in millions)	2017			2016
Beginning balance	$	1,170		$	982
Inflows	163			103
Payments and payoffs	(60		)	(32		)
Charge-offs	(15		)	(10		)
Transfers to nonperforming TDRs, net	(24		)	(20		)
Removal due to the passage of time	(33		)	(17		)
Non-concessionary re-modifications	—			—
Sold and transferred to LHFS	(48		)	(25		)
Ending balance	$	1,153		$	981

47

The following table provides further details regarding the payment status of TDRs outstanding at March 31, 2017:

Table 8
Payment Status of TDRs
	March 31, 2017
					Past Due				Past Due
(Dollars in millions)	Current Status				30-89 Days				90 Days Or More				Total
Performing TDRs (1):
Commercial and industrial	$	48	100.0	%	$	—	—	%	$	—	—	%	$	48
CRE—income producing properties	14		100.0		—		—		—		—		14
CRE—construction and development	11		100.0		—		—		—		—		11
Direct retail lending	63		96.9		2		3.1		—		—		65
Sales finance	14		93.3		1		6.7		—		—		15
Revolving credit	25		86.2		3		10.3		1		3.5		29
Residential mortgage—nonguaranteed	270		82.5		44		13.5		13		4.0		327
Residential mortgage—government guaranteed	182		44.2		67		16.3		163		39.5		412
Other lending subsidiaries	202		87.1		30		12.9		—		—		232
Total performing TDRs	829		71.9		147		12.7		177		15.4		1,153
Nonperforming TDRs (2)	124		57.9		23		10.8		67		31.3		214
Total TDRs	$	953	69.7		$	170	12.4		$	244	17.9		$	1,367

(1) Past due performing TDRs are included in past due disclosures.

(2) Nonperforming TDRs are included in NPL disclosures.

Allowance for Credit Losses

The ACL, which consists of the ALLL and the RUFC, totaled $1.6 billion at March 31, 2017, flat compared to December 31, 2016.

The ALLL, excluding PCI, was $1.4 billion, down $4 million compared to December 31, 2016. The allowance for PCI loans was $46 million, up $2 million compared to December 31, 2016. As of March 31, 2017, the total allowance for loan and lease losses was 1.04% of loans and leases held for investment, compared to 1.04% at December 31, 2016. These amounts include acquired loans, which did not receive an ALLL at the acquisition date.

The ALLL was 2.05 times NPLs held for investment, compared to 2.03 times at December 31, 2016. At March 31, 2017, the ALLL was 2.49 times annualized quarterly net charge-offs, compared to 2.47 times at December 31, 2016.

Net charge-offs during the first quarter of 2017 totaled $148 million, or 0.42% of average loans and leases, compared to $154 million, or 0.46% of average loans and leases for the first quarter of 2016. The earlier quarter included $30 million of charge-offs related to the energy lending portfolio.

Charge-offs related to PCI loans represent realized losses in certain acquired loan pools that exceed the amounts originally estimated at the acquisition date. This impairment was provided for in prior quarters and therefore the charge-offs have no impact on the Consolidated Statements of Income.

Refer to the "Loans and ACL" Note in the "Notes to Consolidated Financial Statements" for additional disclosures.

48

The following table presents an allocation of the ALLL at March 31, 2017 and December 31, 2016. This allocation of the ALLL is calculated on an approximate basis and is not necessarily indicative of future losses or allocations. The entire amount of the allowance is available to absorb losses occurring in any category of loans and leases.

Table 9
Allocation of ALLL by Category
	March 31, 2017				December 31, 2016
(Dollars in millions)	Amount		% Loans in each category		Amount		% Loans in each category
Commercial and industrial	$	490	36.2	%	$	500	36.1	%
CRE-income producing properties	116		10.4		117		10.1
CRE-construction and development	22		2.7		25		2.7
Dealer floor plan	11		1.0		11		1.0
Direct retail lending	102		8.4		103		8.4
Sales finance	42		7.4		38		7.9
Revolving credit	103		1.8		106		1.9
Residential mortgage-nonguaranteed	182		20.1		186		20.2
Residential mortgage-government guaranteed	41		0.7		41		0.6
Other lending subsidiaries	332		10.7		318		10.5
PCI	46		0.6		44		0.6
Total ALLL	1,487		100.0	%	1,489		100.0	%
RUFC	112				110
Total ACL	$	1,599			$	1,599

49

Activity related to the ACL is presented in the following table:

Table 10
Analysis of ACL
	Three Months Ended
(Dollars in millions)	3/31/2017			12/31/2016			9/30/2016			6/30/2016			3/31/2016
Beginning balance	$	1,599		$	1,621		$	1,603		$	1,580		$	1,550
Provision for credit losses (excluding PCI)	146			133			150			109			182
Provision (benefit) for PCI loans	2			(4		)	(2		)	2			2
Charge-offs:
Commercial and industrial	(29		)	(23		)	(23		)	(26		)	(56		)
CRE-income producing properties	(1		)	(1		)	(5		)	—			(2		)
CRE-construction and development	—			—			(1		)	—			—
Direct retail lending	(14		)	(16		)	(12		)	(12		)	(13		)
Sales finance	(9		)	(8		)	(7		)	(6		)	(8		)
Revolving credit	(21		)	(16		)	(18		)	(16		)	(19		)
Residential mortgage-nonguaranteed	(11		)	(9		)	(11		)	(8		)	(7		)
Residential mortgage-government guaranteed	(1		)	(1		)	(2		)	(1		)	(1		)
Other lending subsidiaries	(103		)	(102		)	(91		)	(73		)	(92		)
PCI	—			(15		)	—			—			—
Total charge-offs	(189		)	(191		)	(170		)	(142		)	(198		)
Recoveries:
Commercial and industrial	6			10			6			12			12
CRE-income producing properties	4			1			3			1			3
CRE-construction and development	2			2			3			5			1
Direct retail lending	6			6			7			6			7
Sales finance	4			3			3			3			3
Revolving credit	5			5			5			5			5
Residential mortgage-nonguaranteed	—			—			1			1			1
Other lending subsidiaries	14			13			12			12			12
Total recoveries	41			40			40			45			44
Net charge-offs	(148		)	(151		)	(130		)	(97		)	(154		)
Other	—			—			—			9			—
Ending balance	$	1,599		$	1,599		$	1,621		$	1,603		$	1,580
ALLL (excluding PCI)	$	1,441		$	1,445		$	1,448		$	1,442		$	1,425
ALLL for PCI loans	46			44			63			65			63
RUFC	112			110			110			96			92
Total ACL	$	1,599		$	1,599		$	1,621		$	1,603		$	1,580

Deposits

Deposits totaled $161.3 billion at March 31, 2017, an increase of $1.1 billion from December 31, 2016. Noninterest-bearing deposits increased $2.6 billion, partially offset by interest checking and time deposits, which decreased $791 million and $652 million, respectively.

50

The following table presents the composition of average deposits for the last five quarters:

Table 11
Composition of Average Deposits
	For the Three Months Ended
(Dollars in millions)	3/31/2017		12/31/2016		9/30/2016		6/30/2016		3/31/2016
Noninterest-bearing deposits	$	51,095	$	51,421	$	50,559	$	48,801	$	46,203
Interest checking	29,578		28,634		27,754		28,376		25,604
Money market and savings	64,857		63,884		64,335		63,195		60,424
Time deposits	14,924		15,693		15,818		18,101		16,884
Foreign office deposits - interest-bearing	929		486		1,037		1,865		752
Total average deposits	$	161,383	$	160,118	$	159,503	$	160,338	$	149,867

Average deposits for the first quarter were $161.4 billion, an increase of $1.3 billion compared to the prior quarter.

Average noninterest-bearing deposits decreased $326 million, primarily due to seasonal decreases in commercial balances partially offset by increases in personal balances and public funds.

Interest checking increased $944 million, primarily due to increases in personal balances and public funds.

Money market and savings increased $973 million primarily due to commercial balances.

Average time deposits decreased $769 million due to decreases in personal balances, IRAs and commercial balances.

Average foreign office deposits increased $443 million due to higher overall funding needs.

Noninterest-bearing deposits represented 31.7 percent of total average deposits for the first quarter, compared to 32.1 percent for the prior quarter and 30.8 percent a year ago. The cost of interest-bearing deposits was 0.26 percent for the first quarter, up four basis points compared to the prior quarter.

Borrowings

At March 31, 2017, short-term borrowings totaled $2.0 billion, an increase of $613 million compared to December 31, 2016. Short-term borrowings fluctuate based on the Company's funding needs. Long-term debt totaled $21.6 billion at March 31, 2017, a decrease of $330 million compared to December 31, 2016. The decrease reflects the early extinguishment of $2.9 billion of FHLB advances and other repayments totaling $1.4 billion. During the first quarter, BB&T issued $1.3 billion of senior medium term notes and Branch Bank issued $2.6 billion of senior bank notes.

Shareholders' Equity

Total shareholders' equity at March 31, 2017 was $30.0 billion, compared to $29.9 billion at December 31, 2016. Significant increases include net income of $426 million and $86 million pursuant to activity in equity-based compensation plans, partially offset by $160 million of share repurchases and common and preferred dividends totaling $286 million. BB&T's book value per common share at March 31, 2017 was $33.19, compared to $33.14 at December 31, 2016.

Merger-Related and Restructuring Activities

In conjunction with the consummation of an acquisition and completion of other requirements, BB&T typically accrues certain merger-related and restructuring expenses, which may include estimated severance and other personnel-related costs, costs to terminate lease contracts, costs related to the disposal of duplicate facilities and equipment, costs to terminate data processing contracts and other costs associated with the acquisition or restructuring activity. Merger-related and restructuring accruals are re-evaluated periodically and adjusted as necessary. The remaining accruals at March 31, 2017 are expected to be utilized within one year, unless they relate to specific contracts that expire later. The following table presents a summary of BB&T's merger and restructuring accrual activity:

51

Table 12
Merger-Related and Restructuring Accrual Rollforward
	Three Months Ended March 31, 2017
(Dollars in millions)	Beginning Balance		Expense		Utilized			Ending Balance
Severance and personnel-related	$	25	$	4	$	(9	)	$	20
Occupancy and equipment	21		9		(13		)	17
Professional services	1		1		(2		)	—
Systems conversion and related costs	1		20		(20		)	1
Other adjustments	1		2		(2		)	1
Total	$	49	$	36	$	(46	)	$	39

Critical Accounting Policies

The accounting and reporting policies of BB&T are in accordance with GAAP and conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. BB&T's financial position and results of operations are affected by management's application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Different assumptions in the application of these policies could result in material changes in the consolidated financial position and/or consolidated results of operations and related disclosures. The more critical accounting and reporting policies include accounting for the ACL, determining fair value of financial instruments, intangible assets, costs and benefit obligations associated with pension and postretirement benefit plans, and income taxes. Understanding BB&T's accounting policies is fundamental to understanding the consolidated financial position and consolidated results of operations. Accordingly, the critical accounting policies are discussed in detail in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in BB&T's Annual Report on Form 10-K for the year ended December 31, 2016. Significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in detail in the "Basis of Presentation" Note in the "Notes to Consolidated Financial Statements" in BB&T's Annual Report on Form 10-K for the year ended December 31, 2016. Additional disclosures regarding the effects of new accounting pronouncements are included in the "Basis of Presentation" Note included herein. There have been no other changes to the significant accounting policies during 2017.

Risk Management

BB&T has a strong and consistent risk culture, based on established risk values, which promotes predictable and consistent performance within an environment of open communication and effective challenge. The strong culture influences all associates in the organization daily and helps them evaluate whether risks are acceptable or unacceptable while making decisions that balance quality, profitability and growth appropriately. BB&T’s effective risk management framework establishes an environment which enables it to achieve superior performance relative to peers, ensures that BB&T is viewed among the safest of banks and assures the operational freedom to act on opportunities.

BB&T ensures that there is an appropriate return for the amount of risk taken, and that the expected return is in line with its strategic objectives and business plan. Risk-taking activities are evaluated and prioritized to identify those that present attractive risk-adjusted returns while preserving asset value. BB&T only undertakes risks that are understood and can be managed effectively. By managing risk well, BB&T ensures sufficient capital is available to maintain and grow core business operations in a safe and sound manner.

Regardless of financial gain or loss to the Company, associates are held accountable if they do not follow the established risk management policies and procedures. Compensation decisions take into account an associate’s adherence to, and successful implementation of, BB&T’s risk values. The compensation structure supports the Company’s core values and sound risk management practices in an effort to promote judicious risk-taking behavior.

BB&T’s risk culture encourages transparency and open dialogue between all levels in the performance of organizational functions, such as the development, marketing and implementation of a product or service.

The principal types of inherent risk include compliance, credit, liquidity, market, operational, reputation and strategic risks. Refer to BB&T's Annual Report on Form 10-K for the year ended December 31, 2016 for disclosures related to each of these risks under the section titled "Risk Management."

52

Market Risk Management

The effective management of market risk is essential to achieving BB&T’s strategic financial objectives. As a financial institution, BB&T’s most significant market risk exposure is interest rate risk in its balance sheet; however, market risk also includes product liquidity risk, price risk and volatility risk in BB&T’s BUs. The primary objectives of market risk management are to minimize any adverse effect that changes in market risk factors may have on net interest income, net income and capital and to offset the risk of price changes for certain assets recorded at fair value. At BB&T, market risk management also includes the enterprise-wide IPV function.

Interest Rate Market Risk (Other than Trading)

BB&T actively manages market risk associated with asset and liability portfolios with a focus on the strategic pricing of asset and liability accounts and management of appropriate maturity mixes of assets and liabilities. The goal of these activities is the development of appropriate maturity and repricing opportunities in BB&T’s portfolios of assets and liabilities that will produce reasonably consistent net interest income during periods of changing interest rates. These portfolios are analyzed for proper fixed-rate and variable-rate mixes under various interest rate scenarios.

The asset/liability management process is designed to achieve relatively stable NIM and assure liquidity by coordinating the volumes, maturities or repricing opportunities of earning 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 prepayment experience for residential mortgage-related loans and securities, and internal historical prepayment experience for client deposits with no stated maturity and loans that are not residential mortgage related. These assumptions are subject to monthly review and adjustment, and are modified as deemed necessary to reflect changes in interest rates relative to the reference rate of the underlying assets or liabilities. On a monthly basis, BB&T evaluates the accuracy of its Simulation model, which includes an evaluation of its prepayment assumptions, to ensure that all significant assumptions inherent in the model appropriately reflect changes in the interest rate environment and related trends in prepayment activity. It is the responsibility of the MRLCC to determine and achieve the most appropriate volume and mix of earning assets and interest-bearing liabilities, as well as to ensure an adequate level of liquidity and capital, within the context of corporate performance goals. The MRLCC also sets policy guidelines and establishes long-term strategies with respect to interest rate risk exposure and liquidity. The MRLCC meets regularly to review BB&T’s interest rate risk and liquidity positions in relation to present and prospective market and business conditions, and adopts funding and balance sheet management strategies that are intended to ensure that the potential impacts on earnings and liquidity as a result of fluctuations in interest rates are within acceptable tolerance guidelines.

BB&T 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. As of March 31, 2017, BB&T had derivative financial instruments outstanding with notional amounts totaling $76.2 billion, with a net fair value loss of $230 million. See the "Derivative Financial Instruments" Note in the "Notes to Consolidated Financial Statements" herein for additional disclosures.

The majority of BB&T’s assets and liabilities are monetary in nature and, therefore, differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. Fluctuations in interest rates and actions of the FRB to regulate the availability and cost of credit have a greater effect on a financial institution’s profitability than do the effects of higher costs for goods and services. Through its balance sheet management function, which is monitored by the MRLCC, management believes that BB&T is positioned to respond to changing needs for liquidity, changes in interest rates and inflationary trends.

53

Management uses the Simulation to measure the sensitivity of projected earnings to changes in interest rates. The Simulation projects net interest income and interest rate risk for a rolling two-year period of time. The Simulation takes into account the current contractual agreements that BB&T has made with its customers on deposits, borrowings, loans, investments and commitments to enter into those transactions. Furthermore, the Simulation considers the impact of expected customer behavior. Management monitors BB&T’s interest sensitivity by means of a model that incorporates the current volumes, average rates earned and paid, and scheduled maturities and payments of asset and liability portfolios, together with multiple scenarios that include projected prepayments, repricing opportunities and anticipated volume growth. Using this information, the model projects earnings based on projected portfolio balances under multiple interest rate scenarios. This level of detail is needed to simulate the effect that changes in interest rates and portfolio balances may have on the earnings of BB&T. This method is subject to the accuracy of the assumptions that underlie the process, but management believes that it provides a better illustration of the sensitivity of earnings to changes in interest rates than other analyses such as static or dynamic gap. In addition to the Simulation, BB&T uses EVE analysis to focus on projected changes in assets and liabilities given potential changes in interest rates. This measure also allows BB&T to analyze interest rate risk that falls outside the analysis window contained in the Simulation. The EVE model is a discounted cash flow of the portfolio of assets, liabilities, and derivative instruments. The difference in the present value of assets minus the present value of liabilities is defined as the economic value of equity.

The asset/liability management process requires a number of key assumptions. Management determines the most likely outlook for the economy and interest rates by analyzing external factors, including published economic projections and data, the effects of likely monetary and fiscal policies, as well as any enacted or prospective regulatory changes. BB&T’s current and prospective liquidity position, current balance sheet volumes and projected growth, accessibility of funds for short-term needs and capital maintenance are also considered. This data is combined with various interest rate scenarios to provide management with the information necessary to analyze interest sensitivity and to aid in the development of strategies to reach performance goals.

The following table shows the effect that the indicated changes in interest rates would have on net interest income as projected for the next twelve months assuming a gradual change in interest rates as described below. Key assumptions in the preparation of the table include prepayment speeds of mortgage-related and other 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, loan and deposit portfolios.

Table 13
Interest Sensitivity Simulation Analysis
Interest Rate Scenario					Annualized Hypothetical Percentage Change in Net Interest Income March 31,
Linear Change in Prime Rate	Prime Rate March 31,
	2017		2016		2017		2016
Up 200 bps	6.00	%	5.50	%	3.85	%	2.09	%
Up 100	5.00		4.50		2.61		1.64
No Change	4.00		3.50		—		—
Down 25	3.75		3.25		(1.26	)	(0.85	)
Down 50	3.50		N/A		(3.10	)	N/A

The MRLCC has established parameters related to interest sensitivity that prescribe a maximum negative impact on net interest income under different interest rate scenarios. In the event the results of the Simulation model fall outside the established parameters, management will make recommendations to the MRLCC on the most appropriate response given the current economic forecast. The following parameters and interest rate scenarios are considered BB&T’s primary measures of interest rate risk:

• Maximum negative impact on net interest income of 2% for the next 12 months assuming a 25 basis point change in interest rates each month for four months followed by a flat interest rate scenario for the remaining eight month period.

• Maximum negative impact on net interest income of 4% for the next 12 months assuming a 25 basis point change in interest rates each month for eight months followed by a flat interest rate scenario for the remaining four month period.

54

If a parallel rate change of 200 basis points cannot be modeled due to a low level of rates, a proportional limit applies, and the maximum negative impact on net interest income is adjusted on a proportional basis. Regardless of the proportional limit, the negative risk exposure limit will be the greater of the 4% or the proportional limit.

Management has also established a maximum negative impact on net interest income of 4% for an immediate 100 basis points parallel change in rates and 8% for an immediate 200 basis points parallel change in rates. Management currently only models up to a negative 50 basis point decline, and the maximum negative impact on net interest income is adjusted on a proportional basis. Regardless of the proportional limit, the negative risk exposure limit will be the greater of 4% or the proportional limit. These "interest rate shock" limits are designed to create an outer band of acceptable risk based upon a significant and immediate change in rates.

Management also considers potential negative interest rate scenarios, which implies that a depositor would pay a premium for a financial institution to hold funds on deposit. In such a scenario, some depositors may choose to withdraw their deposits in lieu of paying an interest rate to BB&T to hold such deposits. As a result, management considers potential pricing and structure changes, such as the movement to a primarily fee-based deposit system. Negative rates would also diminish the spreads on loans and securities. As a result, management considers interest rate floors or rate index floors in loans to mitigate this risk. BB&T purchases both fixed and variable rate securities. The fixed rate securities would be beneficial in a negative interest rate environment.

Management must also consider how the balance sheet and interest rate risk position could be impacted by changes in balance sheet mix. Liquidity in the banking industry has been very strong during the current economic cycle. Much of this liquidity increase has been due to a significant increase in noninterest-bearing demand deposits. Consistent with the industry, Branch Bank has seen a significant increase in this funding source. The behavior of these deposits is one of the most important assumptions used in determining the interest rate risk position of BB&T. A loss of these deposits in the future would reduce the asset sensitivity of BB&T’s balance sheet as the Company increases interest-bearing funds to offset the loss of this advantageous funding source.

Beta represents the correlation between overall market interest rates and the rates paid by BB&T on interest-bearing deposits. BB&T applies an average beta of approximately 50% to its non-maturity interest bearing deposit accounts for determining its interest rate sensitivity. Non-maturity interest bearing deposit accounts include interest checking accounts, savings accounts, and money market accounts that do not have a contractual maturity. Due to current market conditions the actual deposit beta on non-maturity interest bearing deposits has been less than 15%; however, BB&T expects the beta to increase as rates continue to rise. BB&T regularly conducts sensitivity on other key variables to determine the impact they could have on the interest rate risk position. This allows BB&T to evaluate the likely impact on its balance sheet management strategies due to a more extreme variation in a key assumption than expected.

The following table shows the effect that the loss of demand deposits and an associated increase in managed rate deposits would have on BB&T’s interest-rate sensitivity position. For purposes of this analysis, BB&T modeled the incremental beta for the replacement of the lost demand deposits at 100%.

Table 14
Deposit Mix Sensitivity Analysis
Linear Change in Rates	Base Scenario at March 31, 2017 (1)		Results Assuming a Decrease in Noninterest Bearing Demand Deposits
			$1 Billion		$5 Billion
Up 200 bps	3.85	%	3.64	%	2.78	%
Up 100	2.61		2.48		1.94

(1) The base scenario is equal to the annualized hypothetical percentage change in net interest income at March 31, 2017 as presented in the preceding table.

If rates increased 200 basis points, BB&T could absorb the loss of $18.0 billion, or 33.7%, of noninterest bearing deposits and replace them with managed rate deposits with a beta of 100% before becoming neutral to interest rate changes.

55

The following table shows the effect that the indicated changes in interest rates would have on EVE. Key assumptions in the preparation of the table include prepayment speeds of mortgage-related and other assets, cash flows and maturities of derivative financial instruments, loan volumes and pricing and deposit sensitivity.

Table 15
EVE Simulation Analysis
	EVE/Assets				Hypothetical Percentage Change in EVE
Change in	March 31,				March 31,
Interest Rates	2017		2016		2017		2016
Up 200 bps	12.2	%	10.5	%	1.3	%	2.8	%
Up 100	12.3		10.6		1.8		3.3
No Change	12.1		10.3		—		—
Down 25	11.9		10.0		(1.1	)	(2.0	)
Down 50	11.8		N/A		(2.4	)	N/A

Market Risk from Trading Activities

BB&T also manages market risk from trading activities which consists of acting as a financial intermediary to provide its customers access to derivatives, foreign exchange and securities markets. Trading market risk is managed through the use of statistical and non-statistical risk measures and limits. BB&T utilizes a historical VaR methodology to measure and aggregate risks across its covered trading BUs. This methodology uses two years of historical data to estimate economic outcomes for a one-day time horizon at a 99% confidence level. The average 99% one-day VaR and the maximum daily VaR for the three months ended March 31, 2017 and 2016, respectively, were each less than $1 million. Market risk disclosures under Basel II.5 are available in the Additional Disclosures section of the Investor Relations site on BBT.com.

Contractual Obligations, Commitments, Contingent Liabilities, Off-Balance Sheet Arrangements and Related Party Transactions

Refer to BB&T's Annual Report on Form 10-K for the year ended December 31, 2016 for discussion with respect to BB&T's quantitative and qualitative disclosures about its fixed and determinable contractual obligations. Additional disclosures about BB&T's contractual obligations, commitments and derivative financial instruments are included in the "Commitments and Contingencies" Note, "Fair Value Disclosures" Note and "Derivative Financial Instruments" Note in the "Notes to Consolidated Financial Statements."

The following table presents activity in residential mortgage indemnification, recourse and repurchase reserves:

Table 16
Mortgage Indemnification, Recourse and Repurchase Reserves Activity
	Three Months Ended March 31,
(Dollars in millions)	2017			2016
Balance, at beginning of period	$	40		$	79
Payments	—			(1		)
Expense (benefit)	(2		)	5
Balance, at end of period	$	38		$	83

Liquidity

Liquidity represents the continuing ability to meet funding needs, including deposit withdrawals, timely repayment of borrowings and other liabilities, and funding of loan commitments. In addition to the level of liquid assets, such as cash, cash equivalents and AFS securities, many other factors affect the ability to meet liquidity needs, including access to a variety of funding sources, maintaining borrowing capacity in national money markets, growing core deposits, the repayment of loans and the ability to securitize or package loans for sale.

56

BB&T monitors the ability to meet customer demand for funds under both normal and stressed market conditions. In considering its liquidity position, management evaluates BB&T’s funding mix based on client core funding, client rate-sensitive funding and national markets funding. In addition, management also evaluates exposure to rate-sensitive funding sources that mature in one year or less. Management also measures liquidity needs against 30 days of stressed cash outflows for Branch Bank and BB&T. To ensure a strong liquidity position, management maintains a liquid asset buffer of cash on hand and highly liquid unpledged securities. BB&T follows the FRB's enhanced prudential standards for purposes of determining the liquid asset buffer. BB&T’s policy is to use the greater of either 5% of total assets or a range of projected net cash outflows over a 30 day period. As of March 31, 2017 and December 31, 2016, BB&T's liquid asset buffer was 12.7% and 12.6%, respectively, of total assets.

BB&T is considered to be a "modified LCR" holding company. BB&T would be subject to full LCR requirements if its assets were to increase above $250 billion or if it were to be considered internationally active. BB&T produces LCR calculations to effectively manage the position of High-Quality Liquid Assets and the balance sheet deposit mix to optimize BB&T's liquidity position. BB&T's LCR was approximately 124% at March 31, 2017, compared to the regulatory minimum for such entities of 100%, which puts BB&T in full compliance with the rule. The LCR can experience volatility due to issues like maturing debt rolling into the 30 day measurement period, or client inflows and outflows. The daily change in BB&T’s LCR averaged less than 2% during 2017 with a maximum change of approximately 11%.

On April 27, 2016, the OCC, the FRB and the FDIC released a notice of proposed rulemaking for the US version of the net stable funding ratio. Under the proposal, BB&T will be a "modified NSFR" holding company. BB&T would be subject to full NSFR requirements if it has $250 billion or more in assets or $10 billion or more in total on-balance sheet foreign exposure. BB&T is evaluating the information in the release but does not currently expect a material impact on its results of operations or financial condition. The proposed rule would become effective January 1, 2018.

Parent Company

The purpose of the Parent Company is to serve as the primary source of capital for the operating subsidiaries, with assets primarily consisting of cash on deposit with Branch Bank, equity investments in subsidiaries, advances to subsidiaries, accounts receivable from subsidiaries, and other miscellaneous assets. The principal obligations of the Parent Company are payments on long-term debt. The main sources of funds for the Parent Company are dividends and management fees from subsidiaries, repayments of advances to subsidiaries, and proceeds from the issuance of equity and long-term debt. The primary uses of funds by the Parent Company are for investments in subsidiaries, advances to subsidiaries, dividend payments to common and preferred shareholders, retirement of common stock and payments on long-term debt.

Liquidity at the Parent Company is more susceptible to market disruptions. BB&T prudently manages cash levels at the Parent Company to cover a minimum of one year of projected contractual cash outflows which includes unfunded external commitments, debt service, preferred dividends and scheduled debt maturities without the benefit of any new cash infusions. Generally, BB&T maintains a significant buffer above the projected one year of contractual cash outflows. In determining the buffer, BB&T considers cash requirements for common and preferred dividends, unfunded commitments to affiliates, being a source of strength to its banking subsidiary and being able to withstand sustained market disruptions that could limit access to the capital markets. At March 31, 2017 and December 31, 2016, the Parent Company had 31 months and 25 months, respectively, of cash on hand to satisfy projected contractual cash outflows, and 22 months and 19 months, respectively, taking into account common stock dividends.

Branch Bank

BB&T carefully manages liquidity risk at Branch Bank. Branch Bank’s primary source of funding is customer deposits. Continued access to customer deposits is highly dependent on the confidence the public has in the stability of the bank and its ability to return funds to the client when requested. BB&T maintains a strong focus on its reputation in the market to ensure continued access to client deposits. BB&T integrates its risk appetite into its overall risk management framework to ensure the bank does not exceed its risk tolerance through its lending and other risk taking functions and thus risk becoming undercapitalized. BB&T believes that sufficient capital is paramount to maintaining the confidence of its depositors and other funds providers. BB&T has extensive capital management processes in place to ensure it maintains sufficient capital to absorb losses and maintain a highly capitalized position that will instill confidence in the bank and allow continued access to deposits and other funding sources. Branch Bank monitors many liquidity metrics including funding concentrations, diversification, maturity distribution, contingent funding needs and ability to meet liquidity requirements under times of stress.

57

Branch Bank has several major sources of funding to meet its liquidity requirements, including access to capital markets through issuance of senior or subordinated bank notes and institutional CDs, access to the FHLB system, dealer repurchase agreements and repurchase agreements with commercial clients, access to the overnight and term Federal funds markets, use of a Cayman branch facility, access to retail brokered CDs and a borrower in custody program with the FRB for the discount window. At March 31, 2017, Branch Bank has approximately $80.1 billion of secured borrowing capacity, which represents approximately 15.1 times the amount of one year wholesale funding maturities.

Capital

The maintenance of appropriate levels of capital is a management priority and is monitored on a regular basis. BB&T’s principal goals related to the maintenance of capital are to provide adequate capital to support BB&T’s risk profile consistent with the Board-approved risk appetite, provide financial flexibility to support future growth and client needs, comply with relevant laws, regulations, and supervisory guidance, achieve optimal credit ratings for BB&T and its subsidiaries and provide a competitive return to shareholders. Risk-based capital ratios, which include Tier 1 Capital, Total Capital and Tier 1 Common Equity, are calculated based on regulatory guidance related to the measurement of capital and risk-weighted assets.

Management regularly monitors the capital position of BB&T on both a consolidated and bank level basis. In this regard, management’s overriding policy is to maintain capital at levels that are in excess of the capital targets, which are above the regulatory "well capitalized" levels. Management has implemented stressed capital ratio minimum targets to evaluate whether capital ratios calculated with planned capital actions are likely to remain above minimums specified by the FRB for the annual CCAR. Breaches of stressed minimum targets prompt a review of the planned capital actions included in BB&T’s capital plan.

Table 17
BB&T's Capital Targets
	Operating		Stressed
CET1 to risk-weighted assets	8.5	%	6.0	%
Tier 1 capital to risk-weighted assets	10.0		7.5
Total capital to risk-weighted assets	12.0		9.5
Leverage ratio	8.0		5.5
Tangible common equity ratio	6.0		4.0

Table 18
Capital Requirements Under Basel III
	Minimum Capital		Well-Capitalized		Minimum Capital Plus Capital Conservation Buffer						BB&T Target
					2017		2018		2019 (1)
CET1 to risk-weighted assets	4.5	%	6.5	%	5.750	%	6.375	%	7.000	%	8.5	%
Tier 1 capital to risk-weighted assets	6.0		8.0		7.250		7.875		8.500		10.0
Total capital to risk-weighted assets	8.0		10.0		9.250		9.875		10.500		12.0
Leverage ratio	4.0		5.0		N/A		N/A		N/A		8.0

(1) BB&T's goal is to maintain capital levels above the 2019 requirements.

While nonrecurring events or management decisions may result in the Company temporarily falling below its operating minimum guidelines for one or more of these ratios, it is management’s intent through capital planning to return to these targeted operating minimums within a reasonable period of time. Such temporary decreases below the operating minimums shown above are not considered an infringement of BB&T’s overall capital policy, provided a return above the minimums is forecast to occur within a reasonable time period.

58

Table 19
Capital Ratios
(Dollars in millions, except per share data, shares in thousands)	Mar 31, 2017			Dec 31, 2016
Risk-based:
CET1	10.3		%	10.2		%
Tier 1	12.0			12.0
Total	14.1			14.1
Leverage capital	10.0			10.0
Non-GAAP capital measure (1):
Tangible common equity per common share	$	20.33		$	20.18
Calculation of tangible common equity (1):
Total shareholders' equity	$	30,025		$	29,926
Less:
Preferred stock	3,053			3,053
Noncontrolling interests	44			45
Intangible assets	10,436			10,492
Tangible common equity	$	16,492		$	16,336
Risk-weighted assets	$	175,849		$	176,138
Common shares outstanding at end of period	811,370			809,475

(1) Tangible common equity and related ratios are non-GAAP measures. Management uses these measures to assess the quality of capital and believes that investors may find them useful in their analysis of the Company. These capital measures are not necessarily comparable to similar capital measures that may be presented by other companies.

The Company's estimated CET1 ratio using the Basel III standardized approach on a fully phased-in basis was 10.1% at March 31, 2017 and 10.0% at December 31, 2016. Capital levels remained strong at March 31, 2017.

BB&T declared total common dividends of $0.30 per share during the first quarter of 2017, which resulted in a dividend payout ratio of 64.0%. The Company also completed $160 million of share repurchases during the first quarter of 2017, which resulted in a total payout ratio of 106.3%.

Share Repurchase Activity

The 2015 Repurchase Plan, announced on June 25, 2015, allows for the repurchase of up to 50 million shares of the Company's common stock. Repurchases under the 2015 Repurchase Plan may be effected through open market purchases or privately negotiated transactions. The timing and exact amount of repurchases will be consistent with the Company's capital plan and subject to various factors, including the Company's capital position, liquidity, financial performance, alternative uses of capital, stock trading price and general market conditions, and may be suspended at any time. The 2015 Repurchase Plan does not have an expiration date. Shares that are repurchased pursuant to the 2015 Repurchase Plan constitute authorized but unissued shares of the Company and are therefore available for future issuances. On July 26, 2016, the Company announced that the Board of Directors authorized up to $640 million of share repurchases over a one-year period beginning with the third quarter of 2016. BB&T repurchased approximately 3.5 million shares for $160 million on the open market during the first quarter of 2017.

On December 20, 2016, the Company announced that the Board of Directors also authorized an additional $200 million of share repurchases through an accelerated share repurchase program, which resulted in the retirement of 3.4 million shares during the fourth quarter of 2016 and concluded in January 2017 with approximately 910,000 additional shares being retired. The conclusion of the accelerated share repurchase program did not impact shareholders' equity as the full cost was recognized in the fourth quarter of 2016.

59

Table 20
Share Repurchase Activity
(Shares in thousands)	Total Shares Repurchased (1)	Average Price Paid Per Share (2)		Total Shares Purchased Pursuant to Publicly-Announced Plan	Maximum Remaining Number of Shares Available for Repurchase Pursuant to Publicly-Announced Plan
January 2017	3,861	$	46.46	3,844	34,387
February 2017	1,616	47.46		517	33,870
March 2017	205	47.54		—	33,870
Total	5,682	46.78		4,361

(1) Includes shares exchanged or surrendered in connection with the exercise of equity-based awards under BB&T’s equity-based compensation plans.

(2) Excludes commissions. For the January 2017 period, the average price paid per share includes the final average price of $46.68 per share used to determine the total shares repurchased under the accelerated share repurchase program upon its conclusion in January 2017.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Refer to "Market Risk Management" in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section herein.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the management of the Company, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

60

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to the "Commitments and Contingencies" note in the "Notes to Consolidated Financial Statements."

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in BB&T's Annual Report on Form 10-K for the year ended December 31, 2016. Additional risks and uncertainties not currently known to BB&T or that management has deemed to be immaterial also may materially adversely affect BB&T's business, financial condition, and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Refer to "Share Repurchase Activity" in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section herein.

ITEM 6. EXHIBITS

10.1	Form of LTIP Award Agreement for the BB&T Corporation 2012 Incentive Plan.
10.2	Form of Performance Unit Award Agreement for the BB&T Corporation 2012 Incentive Plan.
12	Statement re: Computation of Ratios.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.
101.DEF	XBRL Taxonomy Definition Linkbase.

61

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		BB&T CORPORATION (Registrant)
Date:	April 24, 2017	By:	/s/ Daryl N. Bible
			Daryl N. Bible Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date:	April 24, 2017	By:	/s/ Cynthia B. Powell
			Cynthia B. Powell Executive Vice President and Corporate Controller (Principal Accounting Officer)

62

EXHIBIT INDEX
Exhibit No.	Description	Location
10.1*	Form of LTIP Award Agreement for the BB&T Corporation 2012 Incentive Plan.	Filed herewith.
10.2*	Form of Performance Unit Award Agreement for the BB&T Corporation 2012 Incentive Plan.	Filed herewith.
12†	Statement re: Computation of Ratios.	Filed herewith.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Furnished herewith.
101.INS	XBRL Instance Document.	Filed herewith.
101.SCH	XBRL Taxonomy Extension Schema.	Filed herewith.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.	Filed herewith.
101.LAB	XBRL Taxonomy Extension Label Linkbase.	Filed herewith.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.	Filed herewith.
101.DEF	XBRL Taxonomy Definition Linkbase.	Filed herewith.

* Management compensatory plan or arrangement.

† Exhibit filed with the Securities and Exchange Commission and available upon request.

63

EX-10.1

Exhibit 10.1

BB&T CORPORATION
2012 INCENTIVE PLAN

LTIP Award Agreement

(Senior Executive)

Name of Participant:	<<First Name>> <<MI>> <<Last Name>>
Grant Date:	February 21, 2017
Performance Period:	January 1, 2017 through December 31, 2019

THIS AGREEMENT (the “Agreement”), made effective as of February 21, 2017 (the “Grant Date”), between BB&T CORPORATION, a North Carolina corporation (“BB&T”), and <<First Name>> <<MI>> <<Last Name>>, an Employee (the “Participant”).

RECITALS:

BB&T desires to carry out the purposes of the BB&T Corporation 2012 Incentive Plan, as it may be amended and/or restated (the “Plan”), by affording the Participant a long-term incentive compensation opportunity as hereinafter provided.

In consideration of the foregoing, of the mutual promises set forth below and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.Incorporation of Plan. The rights and duties of BB&T and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. In the event of any conflict between the provisions in the Agreement and those of the Plan, the provisions of the Plan shall govern. Unless otherwise provided herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.

2.Performance Award. Subject to the terms of this Agreement and the Plan, BB&T hereby grants the Participant an LTIP Award (the “Award”) in accordance with the following provisions:

(a)Performance Period. The performance period (“Performance Period”) for the Award shall be January 1, 2017 through December 31, 2019.

(b)Partial Performance Period.

(i) (1) Death or Disability. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment due to death or Disability, the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Absolute Performance Goal and at least the Threshold Level of Achievement and the application of the TSR Modifier as provided in Section 2(c) and Exhibit A herein, and prorated to reflect such Participant’s actual number of full months of employment during the Performance Period; provided that, for the avoidance of doubt, in the case of a Change of Control, the Performance Period shall end as of the date of the Change of Control and

payment shall be made (for Participants who are not Employees on the date of the Change of Control), within two and one-half (2 ½) months following a Change of Control as provided in Section 5(b) herein, calculated as provided in Section 2(b)(i)(3) below. For the avoidance of doubt, the phrase “termination of employment” means a Separation from Service.

(2)    Involuntary Termination Without Cause and Retirement. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment (A) involuntarily by the Company and/or its Affiliates without Cause, or (B) due to Retirement, the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Absolute Performance Goal and at least the Threshold Level of Achievement and the application of the TSR Modifier as provided in Section 2(c) and Exhibit A herein, and prorated to reflect such Participant’s actual number of full months of employment during the Performance Period; provided that, for the avoidance of doubt, in the case of a Change of Control, the Performance Period shall end as of the date of the Change of Control and payment shall be made (for Participants who are not Employees on the date of the Change of Control), within two and one-half (2 ½) months following a Change of Control as provided in Section 5(b) herein, calculated as provided in Section 2(b)(i)(3) below. A termination shall be for “Cause” if the termination of the Participant’s employment by the Company and/or its Affiliates is on account of the Participant’s (x) dishonesty, theft or embezzlement; (y) refusal or failure to perform the Participant’s assigned duties for BB&T or an Affiliate in a satisfactory manner; or (z) engaging in any conduct that could be materially damaging to BB&T or its Affiliates without a reasonable good faith belief that such conduct was in the best interest of BB&T or any of its Affiliates. The determination of whether termination is for Cause shall be made by the Administrator (or its designee, to the extent permitted under the Plan), and its determination shall be final and conclusive. For the avoidance of doubt, the phrase “termination of employment” means a Separation from Service.

(3)    Change of Control. If, while the Participant is an Employee, there is a Change of Control during the Performance Period, the Performance Period shall, notwithstanding anything to the contrary elsewhere in this Agreement, end upon the date of the Change of Control and the Participant’s Award shall be paid within two and one-half (2 ½) months following a Change of Control as provided in Section 5(b) herein, calculated based on the Participant’s base salary received during the shortened Performance Period (that commenced on January 1, 2017, and ended on the date of the Change of Control) averaged over the original three (3) year Performance Period (“Averaged Base Salary”) as follows:

(aa)    the Participant’s Averaged Base Salary shall first be multiplied by the Participant’s Target % to arrive at a dollar amount (the “Product”);

(bb)     the Product shall then be divided by the number of months in the shortened Performance Period to arrive at a dollar amount (the “Quotient”);

(cc)     provided that the Absolute Performance Goal of Section 2(c)(i)(aa) is met for the completed calendar years during such shortened Performance Period

- 2 -

(and if there are no completed calendar years during such shortened Performance Period, the Absolute Performance Goal of Section 2(c)(i)(aa) shall be deemed to be met), Participant’s Award shall be the sum of (1) and (2) as follows (and payable in accordance with Section 5(b) of this Agreement): (1) for completed calendar year(s) during the shortened Performance Period, an Award amount shall be calculated by multiplying the Quotient by the number of months in the completed calendar year(s) and then by the actual Level of Achievement attained during such completed calendar year(s) adjusted by the TSR Modifier for the completed calendar year(s) (and subject to the Maximum Award payment of 125% of the Participant’s Target %); and (2) for a partially completed calendar year in which a Change of Control occurs, an Award amount calculated by multiplying the Quotient by the number of months in the partially completed calendar year and then by the Target Level of Achievement for the Relative Performance Goal in Exhibit A.

(ii) (1)     For purposes of Section 2(b)(i)(3) above, a “Change of Control” will be deemed to have occurred on the earliest of the following dates: (A) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), together with its affiliates, excluding employee benefit plans of BB&T and its Affiliates, is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act) of securities of BB&T representing thirty percent (30%) or more of the combined voting power of BB&T’s then outstanding securities; or (B) the date when, as a result of a tender offer or exchange offer for the purchase of securities of BB&T (other than such an offer by BB&T for its own securities), or as a result of a proxy contest, merger, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any consecutive twelve- (12-) month period during the Performance Period of the Award constituted BB&T’s Board, plus new directors whose election or nomination for election by BB&T’s shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such twelve- (12-) month period (collectively, the “Continuing Directors”), cease for any reason during such twelve- (12-) month period to constitute at least two-thirds of the members of such board of directors; (C) the date the shareholders of BB&T approve an agreement for the sale or disposition by BB&T of all or substantially all of BB&T’s assets within the meaning of Section 409A; or (D) the date that any one person, or more than one person acting as a group, acquires ownership of stock of BB&T that, together with stock held by such person or group constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of BB&T within the meaning of Section 409A.

(2)    Notwithstanding Section 2(b)(i)(3) and (ii)(1) above, the term “Change of Control” shall not include any event that is a “Merger of Equals.” For purposes of the Plan and this Agreement, the term “Merger of Equals” means any event that would otherwise qualify as a Change of Control if the event (including, if applicable, the terms and conditions of the related agreements, exhibits, annexes, and similar documents) satisfies all of the following conditions as of the date of such event: (A) the Board of BB&T or, if applicable, a majority of the Continuing Directors has, prior to the change in control event, approved the event; (B) at

- 3 -

least fifty percent (50%) of the common stock of the surviving corporation outstanding immediately after consummation of the event, together with at least fifty percent (50%) of the voting securities representing at least fifty percent (50%) of the combined voting power of all voting securities of the surviving corporation outstanding immediately after the event shall be owned, directly or indirectly, by the persons who were the owners, directly or indirectly, of the common stock and voting securities of BB&T immediately before the consummation of such event in substantially the same proportions as their respective direct or indirect ownership immediately before such event of the common stock and voting securities of BB&T, respectively; (C) at least fifty percent (50%) of the directors of the surviving corporation immediately after the event shall be composed of directors who were Directors or Continuing Directors immediately before the event; and (D) the person who was the Chief Executive Officer (“CEO”) of BB&T immediately before the event shall be the CEO of the surviving corporation immediately after the event. If a transaction constitutes a Merger of Equals, then, notwithstanding the provisions of Section 2(b)(i)(3) and (ii)(1) above, the vesting of the Award will not be accelerated due to the Merger of Equals, but the Award shall instead continue to vest, if at all, in accordance with the provisions of Sections 2, 3 and 4 herein.

(c)Performance Measures for Award. The pre-established three- (3-) year Performance Period’s Performance Measures (as defined in Section 2(c)(i) below) applicable to the Award, the Participant’s targeted percentage of the Participant’s average base salary during the Performance Period (“Participant’sTarget %”), Levels of Achievement, and the potential projected cash payout to the Participant, based upon the Level of Achievement, are as follows:

(i) Performance Measures and Relative TSR/TSR Modifier:

(aa)     Absolute Performance Goal: The average return on shareholders’ common equity for BB&T during the Performance Period determined in accordance with United States generally accepted accounting principles (“BB&T GAAP ROCE”) must be at least three percent (3%), and if less than three percent (3%) there will not be an Award payout.

(bb)     Relative Performance Goal: If the Absolute Performance Goal is achieved, the next Performance Measure shall be BB&T GAAP ROCE relative to the average, by company, return on shareholders’ common equity achieved by each company of the Peer Group during the Performance Period (“Peer Group GAAP ROCE”).

(cc)    Relative TSR/TSR Modifier: After the Level of Achievement of the Relative Performance Goal is determined by the Administrator as provided in this Agreement, the Relative TSR and TSR Modifier shall be determined and applied in accordance with the TSR Modifier chart in Exhibit A attached hereto and made a part hereof. As used in this Agreement, “Relative Total Shareholder Return” and “Relative TSR” means BB&T’s total Common Stock shareholder return performance rank defined as a percentile for the Performance Period relative to the range of the Peer Group members’ total common stock shareholder return for the Performance Period. Total shareholder return for BB&T and each Peer Group member shall be calculated based upon BB&T’s Common Stock and the Peer Group members’ common stock appreciation during the Performance

- 4 -

Period plus the value of dividends paid during the Performance Period on such stock (which dividends shall be deemed to have been reinvested in such underlying stock) and using a trailing twenty (20) trading day average stock price to determine both the Performance Period beginning stock price and the Performance Period ending stock price.

(ii) For purposes of the Relative Performance Goal of the Award, there shall be levels of achievement (“Levels of Achievement”), including, threshold (“Threshold”), target (“Target”), and maximum (“Maximum”). The Threshold Level of Achievement shall be a BB&T GAAP ROCE of the twenty-fifth (25th) percentile of the Peer Group GAAP ROCE; the Target Level of Achievement shall be a BB&T GAAP ROCE of the fiftieth (50th) percentile of the Peer Group GAAP ROCE; and the Maximum Level of Achievement shall be a BB&T GAAP ROCE of the sixty-second and a half (62.5) percentile of the Peer Group GAAP ROCE. The Levels of Achievement range from the Threshold Level of Achievement to the Maximum Level of Achievement as illustrated in the Level of Achievement Chart attached hereto as Exhibit A and made a part hereof.

(iii) For avoidance of doubt in the interpretation of the Exhibit A Level of Achievement Chart, there will not be an Award payout if the Threshold Level of Achievement is not attained for the Performance Period. If the Threshold Level of Achievement is attained for the Performance Period, the Award payout to the Participant will, subject to the TSR Modifier of Exhibit A, be fifty percent (50%) of the Participant’s Target %. If the Target Level of Achievement is attained for the Performance Period, the Award payout to the Participant will, subject to the TSR Modifier of Exhibit A, be one hundred percent (100%) of the Participant’s Target %. If the Maximum Level of Achievement is attained for the Performance Period, the Award payout to the Participant will, subject to the TSR Modifier of Exhibit A, be one hundred twenty-five percent (125%) of the Participant’s Target %.

(iv) The projected Award payout to the Participant, if either the Target Level of Achievement or if the Maximum Level of Achievement is attained for the Performance Period, with potential Relative TSR at a fiftieth (50^th) percentile for a Target payout and at a seventy-fifth (75^th) percentile for a Maximum payout, is summarized in the following chart (with certain assumptions concerning the Participant’s base salary for 2017, 2018 and 2019):

2017 Base Salary	2018 Base Salary1	2019 Base Salary1	Participant’s Target %	Target Payout (if Target Level of Achievement Attained and Relative TSR is 50th Percentile	Maximum Payout (if Maximum Level of Achievement is Attained and Relative TSR is 75th Percentile or greater)2
$_________	$_________	$_________	_________%	$________________	$____________3

(v) For purposes hereof, the term “Peer Group” means Comerica Incorporated; Fifth-Third Bancorp; Huntington Bancshares, Incorporated; KeyCorp; M&T Bank Corporation; PNC Financial Services Group, Inc.; Regions Financial Corporation; SunTrust Banks, Inc.; U.S. Bancorp; Zions Bancorporation; Wells Fargo & Company; and Citizens Financial Group, Inc.

- 5 -

3.Vesting of Award. Subject to the terms of the Plan and the Agreement (including but not limited to the provisions of Sections 2, 4 and 5 herein), the Award shall be one hundred percent (100%) vested and, to the extent any Award payout is determined by the Administrator, earned on January 1, 2020, following the December 31, 2019 expiration of the Performance Period, provided that the Administrator has not determined that all or any part of the Award shall be cancelled or forfeited as a result of either (i) a significant, negative risk outcome as a result of a corporate or individual action, or (ii) BB&T incurring an aggregate operating loss for the Performance Period. The Administrator has sole authority to determine whether and to what degree the Award has vested and is payable and to interpret the terms and conditions of this Agreement and the Plan.

4.Forfeiture of Award. Except as may be otherwise provided in the Plan or in this Agreement (including, without limitation, the provisions of Section 2(b) herein), in the event that the employment of the Participant with BB&T or an Affiliate terminates for any reason and the Award has not vested pursuant to Section 3, then the Award, to the extent not vested as of the Participant’s termination of employment date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award. The Administrator (or its designee, to the extent permitted under the Plan) shall have sole discretion to determine if a Participant’s rights have terminated pursuant to the Plan and this Agreement, including but not limited to the authority to determine the basis for the Participant’s termination of employment. The Participant expressly acknowledges and agrees that, except as otherwise provided in this Agreement, the termination of the Participant’s employment shall result in forfeiture of the Award and any underlying payout to the extent the Award has not vested as of the Participant’s termination of employment date.

5.Award Payout.

(a)The amount of the Award payout, if any, shall be determined by the Administrator following the end of the Performance Period in accordance with the terms of this Agreement and the Plan including, without limitation, all applicable adjustments to the calculation of the Performance Goals. If the Participant is a Covered Employee, the Administrator shall make its determination, and certify in writing the achievement of the Performance Goals, in compliance with Section 162(m).

(b)The Award payout determined pursuant to Section 5(a) shall be payable, and paid, in cash, shares of Common Stock, or a combination of cash and shares of Common Stock, as determined by the Administrator in its sole discretion.

(c)Award payout shall, upon vesting of the Award, be made to the Participant (or in the event of the Participant’s death, to the Participant’s beneficiary or beneficiaries) in a lump sum within two and one-half (2 ½) months following the end of the Performance Period; or if a Change of Control occurs during the Performance Period, payment shall be made in a lump sum within two and one-half (2 ½) months following the Change of Control (provided that if such two and one-half (2 ½) month period begins in one calendar year and ends in another, the Participant (or the Participant’s beneficiary or beneficiaries) shall not have the right to designate the calendar year of payment). Notwithstanding the foregoing, if the Participant is or may be a Specified Employee, a distribution due to Separation from Service may not be made until within the thirty- (30-) day period commencing with the first day of the seventh month following the month of Separation from Service, or, if earlier, the date of death of the Participant (with all such payments that otherwise would have been made during such six- (6-) month period to be made during the seventh month following Separation from Service), in each case except as may be otherwise permitted under Section 409A.

6.No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any other action related to the Plan shall confer upon the Participant any right to continue in the employment or service of BB&T or an Affiliate or affect in any way with the right of BB&T or an Affiliate to terminate the Participant’s employment or service at any time. Except as otherwise expressly provided in the Plan or this Agreement or as determined by the Administrator, all rights of the Participant with respect to the Award shall

- 6 -

terminate upon termination of the employment or service of the Participant with BB&T or an Affiliate. The grant of the Award does not create any obligation on the part of BB&T or an Affiliate to grant any further awards. So long as the Participant shall continue to be an Employee of BB&T or an Affiliate, the Award shall not be affected by any change in the duties or position of the Participant.

7.Nontransferability of Award and Shares. The Award, and any Award payout, shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession. The designation of a beneficiary in accordance with Plan procedures does not constitute a transfer; provided, however, that unless disclaimer provisions are specifically included in a beneficiary designation form accepted by the Administrator, no beneficiary of the Participant may disclaim the Award.

8.Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations or agreements of BB&T with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement does not supersede or amend any existing confidentiality agreement, nonsolicitation agreement, noncompetition agreement, employment agreement or any other similar agreement between the Participant and BB&T or an Affiliate, including, but not limited to, any restrictive covenants contained in such agreements.

9.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the principles of conflicts of law, and in accordance with applicable United States federal laws.

10.Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended or terminated only by the written agreement of the parties hereto. The waiver by BB&T of a breach of any provision of the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with applicable law or changes to applicable law (including but in no way limited to Section 409A and federal securities laws), and the Participant hereby consents to any such amendments to the Plan and this Agreement.

11.Issuance of Shares; Rights as Shareholder. The Participant and the Participant’s legal representatives, legatees or distributees shall not be deemed to be the holder of any Shares subject to the Award and shall not have any voting rights, dividend rights or other rights of a shareholder unless and until such Shares have been issued to the Participant or them. No Shares subject to the Award shall be issued at the time of grant of the Award. Shares subject to the Award shall be issued in the name of the Participant (or, if the Participant is deceased, in the name of the Participant’s beneficiary or beneficiaries) as soon as practicable after, and only to the extent that, the Award has vested and if such distribution is otherwise permitted under the terms of Section 5 herein. Neither dividends nor dividend equivalent rights shall be granted in connection with the Award, and the Award shall not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise provided under the Plan). No dividends on the Shares shall be payable prior to both (i) the vesting of the Award and (ii) the issuance and distribution of Shares to the Participant.

12.Withholding; Tax Matters.

(a)BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such

- 7 -

obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016.

(b)BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

13.Administration. The authority to construe and interpret this Agreement and the Plan, and to administer all aspects of the Plan, shall be vested in the Administrator, and the Administrator shall have all powers with respect to this Agreement as are provided in the Plan. Any interpretation of the Agreement by the Administrator and any decision made by it with respect to the Agreement are final and binding on the parties hereto.

14.Notices. Any and all notices under this Agreement shall be in writing and sent by hand delivery or by certified or registered mail (return receipt requested and first-class postage prepaid), in the case of BB&T, to its Human Systems Division, 200 West Second Street (27101), PO Box 1215, Winston-Salem, NC 27102, attention: Human Systems Division Manager, and in the case of the Participant, to the last known address of the Participant as reflected in BB&T’s records.

15.Severability. The provisions of this Agreement are severable; and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

16.Compliance with Laws; Restrictions on Award and Shares of Common Stock. BB&T may impose such restrictions on the Award and any shares of Common Stock relating to the payout of the Award as it may deem advisable, including without limitation restrictions under the federal securities laws, federal tax laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such Award or shares of Common Stock. Notwithstanding any other provision in the Plan or this Agreement to the contrary, BB&T shall not be obligated to issue, deliver or transfer any shares of Common Stock, make any other distribution of benefits under the Plan, or take any other action, unless such delivery, distribution or action is in compliance with all applicable laws, rules and regulations (including but not limited to the requirements of the Securities Act). BB&T may cause a restrictive legend or legends to be placed on any certificate for shares of Common Stock issued pursuant to the Award in such form as may be prescribed from time to time by applicable laws and regulations or as may be advised by legal counsel.

17.Successors and Assigns. Subject to the limitations stated herein and in the Plan, this Agreement shall be binding upon and inure to the benefit of the Participant and the Participant’s executors, administrators and permitted transferees and beneficiaries and BB&T and its successors and assigns.

- 8 -

18.Counterparts, Further Instruments. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

19.Right of Offset. Notwithstanding any other provision of the Plan or this Agreement, subject to any applicable laws to the contrary, BB&T may reduce the amount of any benefit or payment otherwise payable to or on behalf of the Participant by the amount of any obligation of the Participant to BB&T or an Affiliate that is or becomes due and payable, and the Participant shall be deemed to have consented to such reduction; provided, however, that to the extent Section 409A is applicable, such offset shall not exceed the greater of Five Thousand Dollars ($5,000) or the maximum offset amount then permitted under Section 409A.

20.Adjustment of Award.

(a)The Administrator shall have authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting BB&T or any Affiliate, or the financial statements of BB&T or any Affiliate, or of changes in applicable laws, regulations or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable laws, rules or regulations.

(b)Notwithstanding anything contained in the Plan or elsewhere in this Agreement to the contrary, (i) the Administrator, in order to comply with applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act) and any risk management requirements and/or policies adopted by BB&T, retains the right at all times to decrease or terminate the Award and payments under the Plan, and any and all amounts payable under the Plan or paid under the Plan shall be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator as necessary to comply with applicable law and/or policies adopted by BB&T; and (ii) in the event any legislation, regulation(s), or formal or informal guidance require(s) any compensation payable under the Plan (including, without limitation, the Award) to be deferred, reduced, eliminated, or subjected to vesting, the Award shall be deferred, reduced, eliminated, paid in a different form or subjected to vesting or other restrictions as, and solely to the extent, required by such legislation, regulation(s), or formal or informal guidance.

21.Award Conditions.

(a)Notwithstanding anything in the Plan or this Agreement to the contrary, to the extent that either (i) the Administrator or the Board of Governors of the Federal Reserve System determines that any change to the Plan and/or this Agreement is required, necessary, advisable, or deemed appropriate to improve the risk sensitivity of the Award, whether by (a) adjusting the Award quantitatively or judgmentally based on the risk the Participant’s activities pose to BB&T or an Affiliate; (b) extending the Performance Period for determining the Award; (c) extending the Performance Period and adjusting for actual losses or other performance issues; or (d) otherwise as required by the Administrator or the Federal Reserve System; or (ii) the Administrator or the United States government (including, without limiting any agency thereof) determines that any change to the Plan and/or this Agreement is required, necessary, advisable, or deemed appropriate to comply with any applicable law, regulation, or requirement; then this Agreement and/or the Award shall be automatically amended to incorporate such change, without further action of the Participant, and the Administrator shall provide the Participant notice thereof.

(b)Notwithstanding anything contained in the Plan or this Agreement to the contrary, to the extent that either the Administrator or the United States government (including, without limitation, any agency thereof) determines that the Award granted to the Participant pursuant to this Agreement is prohibited or

- 9 -

substantially restricted by, or subjects BB&T or an Affiliate to any adverse tax consequences that BB&T or an Affiliate is not otherwise subject to on the Grant Date because of, any current or future United States law, any rule, regulation, or other authority, then this Agreement shall automatically terminate effective as of the Grant Date and the Award shall automatically be cancelled as of the Grant Date without further action on the part of the Administrator or the Participant and without any compensation to the Participant for such termination and cancellation. The Administrator agrees to provide notice to the Participant of any such termination and cancellation.

[Signature Page to Follow]

- 10 -

IN WITNESS WHEREOF, this Agreement has been executed in behalf of BB&T and by the Participant effective as of the Grant Date.

BB&T CORPORATION

By:

PARTICIPANT

<<First Name>><<MI>> <<Last Name>>

- 11 -

EXHIBIT A

TO

BB&T CORPORATION

2012 INCENTIVE PLAN

LTIP Award Agreement

(Senior Executive)

(January 1, 2017 through December 31, 2019 Performance Period - 2020 Payout)

1.Absolute Performance Goal: The Absolute Performance Goal is an average BB&T GAAP ROCE of three percent (3%) for the Performance Period.

2.Relative Performance Goal: If the Absolute Performance Goal is achieved, the Award payout for the Performance Period will then be evaluated by the Administrator against the Peer Group based upon BB&T GAAP ROCE relative to Peer Group GAAP ROCE pursuant to the following:

Level of Achievement	Percentile Performance (BB&T GAAP ROCE Relative toPeer Group GAAP ROCE)	Payout Percent of Participant’s Target %
Threshold	25th	50%
	30th	60%
	35th	70%
	40th	80%
	45th	90%
Target	50th	100%
	55th	110%
	60th	120%
Maximum	62.5 or greater	125%

Straight line interpolation will be used to calculate payout percentages not specifically listed in the “Payout Percent of Participant’s Target %” column above. For performance that is less than the 25^th percentile, the payout percentage is 0%.

3.Relative Total Shareholder Return (“TSR”) Modifier:

Relative TSR (Percentile Performance of BB&T TSR Relative to Peer Group TSR)	TSR Modifier
Less than 25th	20% Reduction in Award payout
50th	0% Reduction or increase in Award payout
75th or greater	20% Increase in Award payout, provided that the maximum Award payout shall be 125% of Participant’s Target %

Straight line interpolation will be used to calculate TSR Modifier percentage reductions or increases not specifically listed in the “TSR Modifier” column above.

4.Discretionary Decreases: The Administrator has the discretion to decrease Award payouts based on business factors, including but not limited to, industry conditions, performance relative to peers, regulatory developments, and changes in capital requirements.

A-1

EX-10.2

Exhibit 10.2

BB&T CORPORATION
2012 INCENTIVE PLAN

Performance Unit Award Agreement

(Senior Executive)

Grant Date:	February 21, 2017
Performance Period:	January 1, 2017 through December 31, 2019

THIS AGREEMENT (the “Agreement”), made effective as of February 21, 2017 (the “Grant Date”), between BB&T CORPORATION, a North Carolina corporation (“BB&T”), for itself and its Affiliates, and the Employee (the “Participant”) specified in the above Notice of Grant and Agreement (the “Notice of Grant”), is made pursuant to and subject to the provisions of the BB&T Corporation 2012 Incentive Plan, as it may be amended and/or restated (the “Plan”).

RECITALS:

BB&T desires to carry out the purposes of the Plan by affording the Participant an opportunity to acquire shares of BB&T Common Stock, $5.00 par value per share (the “Common Stock”), as hereinafter provided.

In consideration of the foregoing, of the mutual promises set forth below and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.Incorporation of Notice of Grant and Plan. The Notice of Grant is part of this Agreement and incorporated herein. The rights and duties of BB&T and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. In the event of any conflict between the provisions in the Agreement and those of the Plan, the provisions of the Plan shall govern. Unless otherwise provided herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.

2.Grant of Performance Units. Subject to the terms of this Agreement and the Plan, BB&T hereby grants the Participant an Award of Performance Units (the “Award”) for the number of whole shares of Common Stock at the Target Level of Achievement (the “Shares”) specified in the Notice of Grant and in accordance with the following provisions:

(a)Performance Period. The performance period (“Performance Period”) for the Award shall be January 1, 2017 through December 31, 2019.

(b)Partial Performance Period.

(i) (1) Death or Disability. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment due to death or Disability, the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Absolute Performance Goal and at least the Threshold Level of Achievement and the application of the TSR Modifier as provided in

Section 2(c) and Exhibit A herein; provided that, for the avoidance of doubt, in the case of a Change of Control, the Performance Period shall end as of the date of the Change of Control and payment shall be made (for Participants who are not Employees on the date of the Change of Control), within two and one-half (2 ½) months following a Change of Control as provided in Section 5(b) herein, calculated as provided in Section 2(b)(i)(3) below. For the avoidance of doubt, the phrase “termination of employment” means a Separation from Service.

(2)    Involuntary Termination Without Cause and Retirement. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment (A) involuntarily by the Company and/or its Affiliates without Cause, or (B) due to Retirement, the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Absolute Performance Goal and at least the Threshold Level of Achievement and the application of the TSR Modifier as provided in Section 2(c) and Exhibit A herein; provided that, for the avoidance of doubt, in the case of a Change of Control, the Performance Period shall end as of the date of the Change of Control and payment shall be made (for Participants who are not Employees on the date of the Change of Control), within two and one-half (2 ½) months following a Change of Control as provided in Section 5(b) herein, calculated as provided in Section 2(b)(i)(3) below. A termination shall be for “Cause” if the termination of the Participant’s employment by the Company and/or its Affiliates is on account of the Participant’s (x) dishonesty, theft or embezzlement; (y) refusal or failure to perform the Participant’s assigned duties for BB&T or an Affiliate in a satisfactory manner; or (z) engaging in any conduct that could be materially damaging to BB&T or its Affiliates without a reasonable good faith belief that such conduct was in the best interest of BB&T or any of its Affiliates. The determination of whether termination is for Cause shall be made by the Administrator (or its designee, to the extent permitted under the Plan), and its determination shall be final and conclusive. For the avoidance of doubt, the phrase “termination of employment” means a Separation from Service.

(3)    Change of Control. If, while the Participant is an Employee, there is a Change of Control during the Performance Period, the Performance Period shall, notwithstanding anything to the contrary elsewhere in this Agreement, end upon the date of the Change of Control and the Participant’s Award shall be paid within two and one-half (2 ½) months following a Change of Control as provided in Section 5(b) herein, calculated as follows: provided that the Absolute Performance Goal of Section 2(c)(i)(aa) is met for the completed calendar year(s) during such shortened Performance Period (and if there are no completed calendar years during such shortened Performance Period, the Absolute Performance Goal of Section 2(c)(i)(aa) shall be deemed to be met), Participant’s Award shall be the sum of (1) and (2) as follows (and payable in accordance with Section 5(b) of this Agreement): (1) for completed calendar year(s) during the shortened Performance Period, an Award amount shall be calculated by multiplying the Shares by a fraction, the numerator of which is the number of completed year(s) and the denominator of which is 3, and then by determining the actual Level of Achievement attained during such completed calendar year(s) adjusted by the TSR Modifier (and subject to the Maximum Award payment

- 2 -

of 125% of the Shares) as provided in Section 2(c)(i)(cc) and Exhibit A, applied thereto for the completed calendar year(s) of the Performance Period; and (2) for the remaining uncompleted calendar year(s) in the Performance Period, an Award amount calculated by multiplying the Shares by a fraction, the numerator of which is the number of uncompleted calendar year(s) and the denominator of which is 3, and then multiplying the product thereof by the Target Level of Achievement for the Relative Performance Goal in Exhibit A.

(ii) (1)     For purposes of Section 2(b)(i)(3) above, a “Change of Control” will be deemed to have occurred on the earliest of the following dates: (A) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), together with its affiliates, excluding employee benefit plans of BB&T and its Affiliates, is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act) of securities of BB&T representing thirty percent (30%) or more of the combined voting power of BB&T’s then outstanding securities; or (B) the date when, as a result of a tender offer or exchange offer for the purchase of securities of BB&T (other than such an offer by BB&T for its own securities), or as a result of a proxy contest, merger, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any consecutive twelve- (12-) month period during the Performance Period of the Award constituted BB&T’s Board, plus new directors whose election or nomination for election by BB&T’s shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such twelve- (12-) month period (collectively, the “Continuing Directors”), cease for any reason during such twelve- (12-) month period to constitute at least two-thirds of the members of such board of directors; (C) the date the shareholders of BB&T approve an agreement for the sale or disposition by BB&T of all or substantially all of BB&T’s assets within the meaning of Section 409A; or (D) the date that any one person, or more than one person acting as a group, acquires ownership of stock of BB&T that, together with stock held by such person or group constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of BB&T within the meaning of Section 409A.

(2)    Notwithstanding Section 2(b)(i)(3) and (ii)(1) above, the term “Change of Control” shall not include any event that is a “Merger of Equals.” For purposes of the Plan and this Agreement, the term “Merger of Equals” means any event that would otherwise qualify as a Change of Control if the event (including, if applicable, the terms and conditions of the related agreements, exhibits, annexes, and similar documents) satisfies all of the following conditions as of the date of such event: (A) the Board of BB&T or, if applicable, a majority of the Continuing Directors has, prior to the change in control event, approved the event; (B) at least fifty percent (50%) of the common stock of the surviving corporation outstanding immediately after consummation of the event, together with at least fifty percent (50%) of the voting securities representing at least fifty percent (50%) of the combined voting power of all voting securities of the surviving corporation outstanding immediately after the event shall be owned, directly or indirectly, by the persons who were the owners, directly or indirectly, of the common stock and voting securities of BB&T immediately before the

- 3 -

consummation of such event in substantially the same proportions as their respective direct or indirect ownership immediately before such event of the common stock and voting securities of BB&T, respectively; (C) at least fifty percent (50%) of the directors of the surviving corporation immediately after the event shall be composed of directors who were Directors or Continuing Directors immediately before the event; and (D) the person who was the Chief Executive Officer (“CEO”) of BB&T immediately before the event shall be the CEO of the surviving corporation immediately after the event. If a transaction constitutes a Merger of Equals, then, notwithstanding the provisions of Section 2(b)(i)(3) and (ii)(1) above, the vesting of the Award will not be accelerated due to the Merger of Equals, but the Award shall instead continue to vest, if at all, in accordance with the provisions of Sections 2, 3 and 4 herein.

(c)Performance Measures for Award. The pre-established three- (3-) year Performance Period’s Performance Measures (as defined in Section 2(c)(i) below) applicable to the Award and Levels of Achievement are as follows:

(i) Performance Measures and Relative TSR/TSR Modifier:

(aa)     Absolute Performance Goal: The average return on shareholders’ common equity for BB&T during the Performance Period determined in accordance with United States generally accepted accounting principles (“BB&T GAAP ROCE”) must be at least three percent (3%), and if less than three percent (3%) there will not be an Award payout.

(bb)     Relative Performance Goal: If the Absolute Performance Goal is achieved, the next Performance Measure shall be BB&T GAAP ROCE relative to the average, by company, return on shareholders’ common equity achieved by each company of the Peer Group during the Performance Period (“Peer Group GAAP ROCE”).

(cc)    Relative TSR/TSR Modifier: After the Level of Achievement of the Relative Performance Goal is determined by the Administrator as provided in this Agreement, the Relative TSR and TSR Modifier shall be determined and applied in accordance with the TSR Modifier chart in Exhibit A attached hereto and made a part hereof. As used in this Agreement, “Relative Total Shareholder Return” and “Relative TSR” means BB&T’s total Common Stock shareholder return performance rank defined as a percentile for the Performance Period relative to the range of the Peer Group members’ total common stock shareholder return for the Performance Period. Total shareholder return for BB&T and each Peer Group member shall be calculated based upon BB&T’s Common Stock and the Peer Group members’ common stock appreciation during the Performance Period plus the value of dividends paid during the Performance Period on such stock (which dividends shall be deemed to have been reinvested in such underlying stock) and using a trailing twenty (20) trading day average stock price to determine both the Performance Period beginning stock price and the Performance Period ending stock price.

(ii) For purposes of the Relative Performance Goal of the Award, there shall be levels of achievement (“Levels of Achievement”), including, threshold (“Threshold”), target (“Target”), and maximum (“Maximum”). The Threshold

- 4 -

Level of Achievement shall be a BB&T GAAP ROCE of the twenty-fifth (25th) percentile of the Peer Group GAAP ROCE; the Target Level of Achievement shall be a BB&T GAAP ROCE of the fiftieth (50th) percentile of the Peer Group GAAP ROCE; and the Maximum Level of Achievement shall be a BB&T GAAP ROCE of the sixty-second and a half (62.5) percentile of the Peer Group GAAP ROCE. The Levels of Achievement range from the Threshold Level of Achievement to the Maximum Level of Achievement as illustrated in the Level of Achievement Chart attached hereto as Exhibit A and made a part hereof.

(iii) For avoidance of doubt in the interpretation of the Exhibit A Level of Achievement Chart, there will not be an Award payout if the Threshold Level of Achievement is not attained for the Performance Period. If the Threshold Level of Achievement is attained for the Performance Period, the Award payout to the Participant will, subject to the TSR Modifier of Exhibit A, be fifty percent (50%) of the Shares. If the Target Level of Achievement is attained for the Performance Period, the Award payout to the Participant will, subject to the TSR Modifier of Exhibit A, be one hundred percent (100%) of the Shares. If the Maximum Level of Achievement is attained for the Performance Period, the Award payout to the Participant will, subject to the TSR Modifier of Exhibit A, be one hundred twenty-five percent (125%) of the Shares.

(iv) For purposes hereof, the term “Peer Group” means Comerica Incorporated; Fifth-Third Bancorp; Huntington Bancshares, Incorporated; KeyCorp; M&T Bank Corporation; PNC Financial Services Group, Inc.; Regions Financial Corporation; SunTrust Banks, Inc.; U.S. Bancorp; Zions Bancorporation; Wells Fargo & Company; and Citizens Financial Group, Inc.

3.Vesting of Award. Subject to the terms of the Plan and the Agreement (including but not limited to the provisions of Sections 2, 4 and 5 herein), the Award shall be 100% vested and, to the extent any Award payout is determined by the Administrator, earned on March 15, 2020, following the December 31, 2019 expiration of the Performance Period, provided that the Administrator has not determined that all or any part of the Award shall be cancelled or forfeited as a result of either (i) a significant, negative risk outcome as a result of a corporate or individual action, or (ii) BB&T incurring an aggregate operating loss for the Performance Period. The Administrator has sole authority to determine whether and to what degree the Award has vested and is payable and to interpret the terms and conditions of this Agreement and the Plan.

4.Forfeiture of Award. Except as may be otherwise provided in the Plan or in this Agreement (including, without limitation, the provisions of Section 2(b) herein), in the event that the employment of the Participant with BB&T or an Affiliate terminates for any reason and the Award has not vested pursuant to Section 3, then the Award, to the extent not vested as of the Participant’s termination of employment date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award. The Administrator (or its designee, to the extent permitted under the Plan) shall have sole discretion to determine if a Participant’s rights have terminated pursuant to the Plan and this Agreement, including but not limited to the authority to determine the basis for the Participant’s termination of employment. The Participant expressly acknowledges and agrees that, except as otherwise provided in this Agreement, the termination of the Participant’s employment shall result in forfeiture of the Award and any underlying payout to the extent the Award has not vested as of the Participant’s termination of employment date.

- 5 -

5.Award Payout.

(a)The amount of the Award payout, if any, shall be determined by the Administrator following the end of the Performance Period in accordance with the terms of this Agreement and the Plan including, without limitation, all applicable adjustments to the calculation of the Performance Goals. If the Participant is a Covered Employee, the Administrator shall make its determination, and certify in writing the achievement of the Performance Goals, in compliance with Section 162(m).

(b)The Award payout determined pursuant to Section 5(a) shall be payable, and paid, in shares of Common Stock.

(c)Award payout shall, upon vesting of the Award, be made to the Participant (or in the event of the Participant’s death, to the Participant’s beneficiary or beneficiaries) in a lump sum within two and one-half (2 ½) months following the end of the Performance Period; or if a Change of Control occurs during the Performance Period, payment shall be made in a lump sum within two and one-half (2 ½) months following the Change of Control (provided that if such two and one-half (2 ½) month period begins in one calendar year and ends in another, the Participant (or the Participant’s beneficiary or beneficiaries) shall not have the right to designate the calendar year of payment). Notwithstanding the foregoing, if the Participant is or may be a Specified Employee, a distribution due to Separation from Service may not be made until within the thirty- (30-) day period commencing with the first day of the seventh month following the month of Separation from Service, or, if earlier, the date of death of the Participant (with all such payments that otherwise would have been made during such six- (6-) month period to be made during the seventh month following Separation from Service), in each case except as may be otherwise permitted under Section 409A.

6.No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any other action related to the Plan shall confer upon the Participant any right to continue in the employment or service of BB&T or an Affiliate or affect in any way with the right of BB&T or an Affiliate to terminate the Participant’s employment or service at any time. Except as otherwise expressly provided in the Plan or this Agreement or as determined by the Administrator, all rights of the Participant with respect to the Award shall terminate upon termination of the employment or service of the Participant with BB&T or an Affiliate. The grant of the Award does not create any obligation on the part of BB&T or an Affiliate to grant any further awards. So long as the Participant shall continue to be an Employee of BB&T or an Affiliate, the Award shall not be affected by any change in the duties or position of the Participant.

7.Nontransferability of Award and Shares. The Award, and any Award payout, shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession. The designation of a beneficiary in accordance with Plan procedures does not constitute a transfer; provided, however, that unless disclaimer provisions are specifically included in a beneficiary designation form accepted by the Administrator, no beneficiary of the Participant may disclaim the Award.

8.Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations or agreements of BB&T with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement does not supersede or amend any existing confidentiality agreement, nonsolicitation agreement, noncompetition agreement, employment agreement or any other similar agreement between the Participant and BB&T or an Affiliate, including, but not limited to, any restrictive covenants contained in such agreements.

9.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the principles of conflicts of law, and in accordance with applicable United States federal laws.

- 6 -

10.Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended or terminated only by the written agreement of the parties hereto. The waiver by BB&T of a breach of any provision of the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with applicable law or changes to applicable law (including but in no way limited to Section 409A and federal securities laws), and the Participant hereby consents to any such amendments to the Plan and this Agreement.

11.Issuance of Shares; Rights as Shareholder. The Participant and the Participant’s legal representatives, legatees or distributees shall not be deemed to be the holder of any Shares subject to the Award and shall not have any voting rights, dividend rights or other rights of a shareholder unless and until such Shares have been issued to the Participant or them. No Shares subject to the Award shall be issued at the time of grant of the Award. Shares subject to the Award shall be issued in the name of the Participant (or, if the Participant is deceased, in the name of the Participant’s beneficiary or beneficiaries) as soon as practicable after, and only to the extent that, the Award has vested and if such distribution is otherwise permitted under the terms of Section 5 herein. Neither dividends nor dividend equivalent rights shall be granted in connection with the Award, and the Award shall not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise provided under the Plan). No dividends on the Shares shall be payable prior to both (i) the vesting of the Award and (ii) the issuance and distribution of Shares to the Participant.

12.Withholding; Tax Matters.

(a)BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016.

(b)BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

13.Administration. The authority to construe and interpret this Agreement and the Plan, and to administer all aspects of the Plan, shall be vested in the Administrator, and the Administrator shall have all powers with respect to this Agreement as are provided in the Plan. Any interpretation of the Agreement by the

- 7 -

Administrator and any decision made by it with respect to the Agreement are final and binding on the parties hereto.

14.Notices. Any and all notices under this Agreement shall be in writing and sent by hand delivery or by certified or registered mail (return receipt requested and first-class postage prepaid), in the case of BB&T, to its Human Systems Division, 200 West Second Street (27101), PO Box 1215, Winston-Salem, NC 27102, attention: Human Systems Division Manager, and in the case of the Participant, to the last known address of the Participant as reflected in BB&T’s records.

15.Severability. The provisions of this Agreement are severable; and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

16.Compliance with Laws; Restrictions on Award and Shares of Common Stock. BB&T may impose such restrictions on the Award and any shares of Common Stock relating to the payout of the Award as it may deem advisable, including without limitation restrictions under the federal securities laws, federal tax laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such Award or shares of Common Stock. Notwithstanding any other provision in the Plan or this Agreement to the contrary, BB&T shall not be obligated to issue, deliver or transfer any shares of Common Stock, make any other distribution of benefits under the Plan, or take any other action, unless such delivery, distribution or action is in compliance with all applicable laws, rules and regulations (including but not limited to the requirements of the Securities Act). BB&T may cause a restrictive legend or legends to be placed on any certificate for shares of Common Stock issued pursuant to the Award in such form as may be prescribed from time to time by applicable laws and regulations or as may be advised by legal counsel.

17.Successors and Assigns. Subject to the limitations stated herein and in the Plan, this Agreement shall be binding upon and inure to the benefit of the Participant and the Participant’s executors, administrators and permitted transferees and beneficiaries and BB&T and its successors and assigns.

18.Counterparts, Further Instruments. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

19.Right of Offset. Notwithstanding any other provision of the Plan or this Agreement, subject to any applicable laws to the contrary, BB&T may reduce the amount of any benefit or payment otherwise payable to or on behalf of the Participant by the amount of any obligation of the Participant to BB&T or an Affiliate that is or becomes due and payable, and the Participant shall be deemed to have consented to such reduction; provided, however, that to the extent Section 409A is applicable, such offset shall not exceed the greater of Five Thousand Dollars ($5,000) or the maximum offset amount then permitted under Section 409A.

20.Adjustment of Award.

(a)The Administrator shall have authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting BB&T or any Affiliate, or the financial statements of BB&T or any Affiliate, or of changes in applicable laws, regulations or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable laws, rules or regulations.

- 8 -

(b)Notwithstanding anything contained in the Plan or elsewhere in this Agreement to the contrary, (i) the Administrator, in order to comply with applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act) and any risk management requirements and/or policies adopted by BB&T, retains the right at all times to decrease or terminate the Award and payments under the Plan, and any and all amounts payable under the Plan or paid under the Plan shall be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator as necessary to comply with applicable law and/or policies adopted by BB&T; and (ii) in the event any legislation, regulation(s), or formal or informal guidance require(s) any compensation payable under the Plan (including, without limitation, the Award) to be deferred, reduced, eliminated, or subjected to vesting, the Award shall be deferred, reduced, eliminated, paid in a different form or subjected to vesting or other restrictions as, and solely to the extent, required by such legislation, regulation(s), or formal or informal guidance.

21.Award Conditions.

(a)Notwithstanding anything in the Plan or this Agreement to the contrary, to the extent that either (i) the Administrator or the Board of Governors of the Federal Reserve System determines that any change to the Plan and/or this Agreement is required, necessary, advisable, or deemed appropriate to improve the risk sensitivity of the Award, whether by (a) adjusting the Award quantitatively or judgmentally based on the risk the Participant’s activities pose to BB&T or an Affiliate; (b) extending the Performance Period for determining the Award; (c) extending the Performance Period and adjusting for actual losses or other performance issues; or (d) otherwise as required by the Administrator or the Federal Reserve System; or (ii) the Administrator or the United States government (including, without limiting any agency thereof) determines that any change to the Plan and/or this Agreement is required, necessary, advisable, or deemed appropriate to comply with any applicable law, regulation, or requirement; then this Agreement and/or the Award shall be automatically amended to incorporate such change, without further action of the Participant, and the Administrator shall provide the Participant notice thereof.

(b)Notwithstanding anything contained in the Plan or this Agreement to the contrary, to the extent that either the Administrator or the United States government (including, without limitation, any agency thereof) determines that the Award granted to the Participant pursuant to this Agreement is prohibited or substantially restricted by, or subjects BB&T or an Affiliate to any adverse tax consequences that BB&T or an Affiliate is not otherwise subject to on the Grant Date because of, any current or future United States law, any rule, regulation, or other authority, then this Agreement shall automatically terminate effective as of the Grant Date and the Award shall automatically be cancelled as of the Grant Date without further action on the part of the Administrator or the Participant and without any compensation to the Participant for such termination and cancellation. The Administrator agrees to provide notice to the Participant of any such termination and cancellation.

IN WITNESS WHEREOF, BB&T and the Participant have entered into this Agreement effective as of the Grant Date. Should the Participant fail to acknowledge his or her electronic acceptance of this Agreement, this Agreement may become null and void as of the Grant Date, and the Participant may forfeit any and all rights hereunder at the discretion of the Administrator.

* * *

- 9 -

EXHIBIT A

TO

BB&T CORPORATION

2012 INCENTIVE PLAN

Performance Unit Award Agreement

(Senior Executive)

(January 1, 2017 through December 31, 2019 Performance Period - 2020 Payout)

1.Absolute Performance Goal: The Absolute Performance Goal is an average BB&T GAAP ROCE of three percent (3%) for the Performance Period.

2.Relative Performance Goal: If the Absolute Performance Goal is achieved, the Award payout for the Performance Period will then be evaluated by the Administrator against the Peer Group based upon BB&T GAAP ROCE relative to Peer Group GAAP ROCE pursuant to the following:

Level of Achievement	Percentile Performance (BB&T GAAP ROCE Relative to Peer Group GAAP ROCE)	Payout Percent of Participant’s Shares
Threshold	25th	50%
	30th	60%
	35th	70%
	40th	80%
	45th	90%
Target	50th	100%
	55th	110%
	60th	120%
Maximum	62.5 or greater	125%

Straight line interpolation will be used to calculate payout percentages not specifically listed in the “Payout Percent of Participant’s Shares” column above. For performance that is less than the 25^th percentile, the payout percentage is 0%.

3.Relative Total Shareholder Return (“TSR”) Modifier:

Relative TSR (Percentile Performance of BB&T TSR Relative to Peer Group TSR)	TSR Modifier
Less than 25th	20% Reduction in Award payout
50th	0% Reduction or increase in Award payout
75th or greater	20% Increase in Award payout, provided that the maximum Award payout shall be 125% of the Participant’s Shares

Straight line interpolation will be used to calculate TSR Modifier percentage reductions or increases not specifically listed in the “TSR Modifier” column above.

4.Discretionary Decreases: The Administrator has the discretion to decrease Award payouts based on business factors, including but not limited to, industry conditions, performance relative to peers, regulatory developments, and changes in capital requirements.

A-1

EX-12

Exhibit 12
BB&T Corporation
Earnings To Fixed Charges
	Three Months Ended March 31,						Year Ended December 31,
(Dollars in millions)	2017			2016			2016			2015			2014		2013		2012
Earnings:
Income before income taxes	$	530		$	816		$	3,500		$	2,917		$	3,127	$	3,283	$	2,945
Plus:
Fixed charges	192			215			843			819			843		967		1,130
Distributions from equity method investees	1			—			5			8			9		9		6
Less:
Capitalized interest	1			1			3			2			1		—		—
Income (loss) from equity method investees	(4		)	(2		)	(9		)	(3		)	—		9		3
Earnings	726			1,032			4,354			3,745			3,978		4,250		4,078
Less:
Interest on deposits	69			64			251			233			239		301		429
Earnings, excluding interest on deposits	$	657		$	968		$	4,103		$	3,512		$	3,739	$	3,949	$	3,649
Fixed charges:
Interest expense	$	166		$	192		$	745		$	735		$	768	$	891	$	1,060
Capitalized interest	1			1			3			2			1		—		—
Interest portion of rent expense	25			22			95			82			74		76		70
Total fixed charges	192			215			843			819			843		967		1,130
Less:
Interest on deposits	69			64			251			233			239		301		429
Total fixed charges, excluding interest on deposits	123			151			592			586			604		666		701
Dividends/accretion on preferred stock (1)	53			53			239			203			210		222		90
Total fixed charges and preferred dividends	$	245		$	268		$	1,082		$	1,022		$	1,053	$	1,189	$	1,220
Total fixed charges and preferred dividends, excluding interest on deposits	$	176		$	204		$	831		$	789		$	814	$	888	$	791
Earnings to fixed charges:
Including interest on deposits	3.78x			4.80x			5.16x			4.57x			4.72x		4.40x		3.61x
Excluding interest on deposits	5.34x			6.41x			6.93x			5.99x			6.19x		5.93x		5.21x
Earnings to fixed charges and preferred dividends:
Including interest on deposits	2.96x			3.85x			4.02x			3.66x			3.78x		3.57x		3.34x
Excluding interest on deposits	3.73x			4.75x			4.94x			4.45x			4.59x		4.45x		4.61x

(1) Dividends on preferred stock have been grossed up by the effective tax rate for the period.

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Kelly S. King, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BB&T Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact 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;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 24, 2017

/s/ Kelly S. King

Kelly S. King

Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Daryl N. Bible, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BB&T Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact 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;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 24, 2017

/s/ Daryl N. Bible

Daryl N. Bible

Senior Executive Vice President and

Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Chief Executive Officer and Chief Financial Officer of BB&T Corporation (the “Company”), do hereby certify that:

1. The Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2017 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 24, 2017

/s/ Kelly S. King

Kelly S. King

Chairman and Chief Executive Officer

/s/ Daryl N. Bible

Daryl N. Bible

Senior Executive Vice President and

Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to BB&T Corporation and will be retained by BB&T Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2017 shares
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Entity Registrant Name	BB&T CORP
Trading Symbol	BBT
Entity Central Index Key	0000092230
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	811,370,216

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Assets
Cash and due from banks	$ 1,739	$ 1,897
Interest-bearing deposits with banks	2,056	1,895
Federal funds sold and other cash equivalents	238	144
Restricted cash	447	488
AFS securities at fair value	26,668	26,926
HTM securities (fair value of $18,075 and $16,546 at March 31, 2017 and December 31, 2016, respectively)	18,209	16,680
LHFS at fair value	1,291	1,716
Loans and leases	142,605	143,322
ALLL	(1,487)	(1,489)
Loans and leases, net of ALLL	141,118	141,833
Premises and equipment	2,104	2,107
Goodwill	9,618	9,638
CDI and other intangible assets	818	854
MSRs at fair value	1,088	1,052
Other assets	15,107	14,046
Total assets	220,501	219,276
Deposits:
Noninterest-bearing deposits	53,262	50,697
Interest-bearing deposits	108,071	109,537
Total deposits	161,333	160,234
Short-term borrowings	2,019	1,406
Long-term debt	21,635	21,965
Accounts payable and other liabilities	5,489	5,745
Total liabilities	190,476	189,350
Commitments and contingencies (Note 13)
Shareholders' equity:
Preferred stock, $5 par, liquidation preference of $25,000 per share	3,053	3,053
Common stock, $5 par	4,057	4,047
Additional paid-in capital	9,063	9,104
Retained earnings	14,933	14,809
AOCI, net of deferred income taxes	(1,125)	(1,132)
Noncontrolling interests	44	45
Total shareholders' equity	30,025	29,926
Total liabilities and shareholders' equity	$ 220,501	$ 219,276
Common shares outstanding (in shares)	811,370,000	809,475,000
Common shares authorized (in shares)	2,000,000,000	2,000,000,000
Preferred shares outstanding (in shares)	126,000	126,000
Preferred shares authorized (in shares)	5,000,000	5,000,000

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
HTM securities, fair value	$ 18,075	$ 16,546
Preferred stock, par value (in dollars per share)	$ 5	$ 5
Preferred stock, liquidation preference (in dollars per share)	25,000	25,000
Common stock, par value (in dollars per share)	$ 5	$ 5

XML

Consolidated Statements of Income - USD ($) shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Interest Income
Interest and fees on loans and leases	$ 1,501	$ 1,442
Interest and dividends on securities	258	255
Interest on other earning assets	16	24
Total interest income	1,775	1,721
Interest Expense
Interest on deposits	69	64
Interest on short-term borrowings	2	2
Interest on long-term debt	95	126
Total interest expense	166	192
Net Interest Income	1,609	1,529
Provision for credit losses	148	184
Net Interest Income After Provision for Credit Losses	1,461	1,345
Noninterest Income
Insurance income	458	419
Service charges on deposits	168	154
Mortgage banking income	103	91
Investment banking and brokerage fees and commissions	91	97
Trust and investment advisory revenues	68	62
Bankcard fees and merchant discounts	59	56
Checkcard fees	51	45
Operating lease income	36	34
Income from bank-owned life insurance	29	31
FDIC loss share income, net	0	(60)
Other income	108	42
Securities gains (losses), net
Gross realized gains	0	45
Gross realized losses	0	0
OTTI charges	0	0
Non-credit portion recognized in OCI	0	0
Total securities gains (losses), net	0	45
Total noninterest income	1,171	1,016
Noninterest Expense
Personnel expense	1,011	915
Occupancy and equipment expense	193	191
Software expense	58	51
Outside IT services	49	41
Amortization of intangibles	38	32
Regulatory charges	39	30
Professional services	22	22
Loan-related expense	30	32
Merger-related and restructuring charges, net	36	23
Loss (gain) on early extinguishment of debt	392	(1)
Other expense	234	209
Total noninterest expense	2,102	1,545
Earnings
Income before income taxes	530	816
Provision for income taxes	104	246
Net income	426	570
Noncontrolling interests	5	6
Dividends on preferred stock	43	37
Net income available to common shareholders	$ 378	$ 527
Basic EPS (in dollars per share)	$ 0.47	$ 0.67
Diluted EPS (in dollars per share)	0.46	0.67
Cash dividends declared (in dollars per share)	$ 0.30	$ 0.27
Basic weighted average shares outstanding (in shares)	809,903	781,193
Diluted weighted average shares outstanding (in shares)	822,719	790,176

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Statement of Comprehensive Income [Abstract]
Net Income	$ 426	$ 570
OCI, net of tax:
Change in unrecognized net pension and postretirement costs	9	11
Change in unrealized net gains (losses) on cash flow hedges	(2)	(115)
Change in unrealized net gains (losses) on AFS securities	(2)	197
Change in FDIC's share of unrealized gains/losses on AFS securities	0	15
Other, net	2	3
Total OCI	7	111
Total comprehensive income	433	681
Income Tax Effect of Items Included in OCI:
Change in unrecognized net pension and postretirement costs	7	7
Change in unrealized net gains (losses) on cash flow hedges	(1)	(68)
Change in unrealized net gains (losses) on AFS securities	(1)	118
Change in FDIC's share of unrealized gains/losses on AFS securities	0	8
Other, net	$ 0	$ 0

XML

Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Millions	Total	Common Stock	Preferred Stock	Additional Paid-In Capital	Retained Earnings	AOCI	Noncontrolling Interests
Beginning balance at Dec. 31, 2015	$ 27,340	$ 3,902	$ 2,603	$ 8,365	$ 13,464	$ (1,028)	$ 34
Beginning balance (in shares) at Dec. 31, 2015		780,337
Add (Deduct):
Net Income	570				564		6
Net change in AOCI	111					111
Stock transactions:
Issued in connection with equity awards, net	(18)	$ 10		(28)
Issued in connection with equity awards (in shares)		2,042
Issued in connection with preferred stock offerings	451		451
Cash dividends declared on common stock	(211)				(211)
Cash dividends declared on preferred stock	(37)				(37)
Equity-based compensation expense	27			27
Other, net	6			(4)	11		(1)
Ending balance at Mar. 31, 2016	28,239	$ 3,912	3,054	8,360	13,791	(917)	39
Ending balance (in shares) at Mar. 31, 2016		782,379
Beginning balance at Dec. 31, 2016	$ 29,926	$ 4,047	3,053	9,104	14,809	(1,132)	45
Beginning balance (in shares) at Dec. 31, 2016	809,475	809,475
Add (Deduct):
Net Income	$ 426				421		5
Net change in AOCI	7					7
Stock transactions:
Issued in connection with equity awards, net	86	$ 32		54
Issued in connection with equity awards (in shares)		6,256
Repurchase of common stock	(160)	$ (22)		(138)
Shares repurchased (in shares)		(4,361)
Issued in connection with preferred stock offerings	0
Cash dividends declared on common stock	(243)				(243)
Cash dividends declared on preferred stock	(43)				(43)
Equity-based compensation expense	30			30
Other, net	(4)			13	(11)		(6)
Ending balance at Mar. 31, 2017	$ 30,025	$ 4,057	$ 3,053	$ 9,063	$ 14,933	$ (1,125)	$ 44
Ending balance (in shares) at Mar. 31, 2017	811,370	811,370

XML

Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash Flows From Operating Activities:
Net Income	$ 426	$ 570
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses	148	184
Depreciation	99	95
Loss (gain) on early extinguishment of debt	392	(1)
Amortization of intangibles	38	32
Equity-based compensation expense	30	27
(Gain) loss on securities, net	0	(45)
Net change in operating assets and liabilities:
LHFS	499	(540)
Trading securities	(644)	(307)
Other assets	(653)	(481)
Accounts payable and other liabilities	(233)	249
Other, net	56	87
Net cash from operating activities	158	(130)
Cash Flows From Investing Activities:
Proceeds from sales of AFS securities	107	2,329
Proceeds from maturities, calls and paydowns of AFS securities	1,355	1,077
Purchases of AFS securities	(1,205)	(4,812)
Proceeds from maturities, calls and paydowns of HTM securities	588	1,063
Purchases of HTM securities	(2,126)	(1,891)
Originations and purchases of loans and leases, net of principal collected	333	525
Other, net	242	(72)
Net cash from investing activities	(706)	(1,781)
Cash Flows From Financing Activities:
Net change in deposits	1,104	1,383
Net change in short-term borrowings	613	537
Proceeds from issuance of long-term debt	3,947	0
Repayment of long-term debt	(4,645)	(1,137)
Net cash from common stock transactions	(74)	(18)
Net proceeds from preferred stock issued	0	451
Cash dividends paid on common stock	(243)	(211)
Cash dividends paid on preferred stock	(43)	(37)
Other, net	(14)	10
Net cash from financing activities	645	978
Net Change in Cash and Cash Equivalents	97	(933)
Cash and Cash Equivalents at Beginning of Period	3,936	3,711
Cash and Cash Equivalents at End of Period	4,033	2,778
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest	151	189
Cash paid during the period for income taxes	21	91
Noncash investing activities:
Transfers of loans to foreclosed assets	$ 138	$ 125

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

See the Glossary of Defined Terms at the beginning of this Report for terms used throughout the consolidated financial statements and related notes of this Form 10-Q.

General

These consolidated financial statements and notes are presented in accordance with the instructions for Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with GAAP. In the opinion of management, all normal recurring adjustments necessary for a fair statement of the consolidated financial position and consolidated results of operations have been made. The year-end consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The information contained in the financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2016 should be referred to in connection with these unaudited interim consolidated financial statements.

Reclassifications

Certain amounts reported in prior periods' consolidated financial statements have been reclassified to conform to the current presentation. Such reclassifications had no effect on previously reported cash flows, shareholders' equity or net income.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change include the determination of the ACL, determination of fair value for financial instruments, valuation of goodwill, intangible assets and other purchase accounting related adjustments, benefit plan obligations and expenses, and tax assets, liabilities and expense.

Changes in Accounting Principles and Effects of New Accounting Pronouncements

Standards Adopted During Current Period - BB&T adopted the following guidance effective January 1, 2017, none of which were material to the consolidated financial statements:

Stock Compensation - eliminated the concept of additional paid-in capital pools for equity-based awards and requires that the related excess tax benefits and tax deficiencies be recognized in earnings and classified as an operating activity in the statement of cash flows. The excess tax benefit for equity-based awards that vested or were exercised during the three months ended March 31, 2017 was $35 million. The guidance also allows entities to make a one-time policy election to account for forfeitures when they occur, which BB&T has elected to do. Additionally, to retain equity classification, the guidance permits tax withholding up to the maximum statutory tax rate instead of the minimum statutory tax rate. Cash paid in lieu of shares for tax withholding purposes is classified as a financing activity in the Statement of Cash Flows.

Investments - eliminated the requirement to retroactively adjust the financial statements when a change in ownership or influence causes an existing investment to qualify for the equity method of accounting. The guidance also requires the investor to add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting.

Derivatives and Hedging - clarified that an exercise contingency does not need to be evaluated to determine whether it relates to interest rates and credit risk in an embedded derivative analysis. An entity performing the assessment will be required to assess the embedded call or put options solely in accordance with the pre-existing decision sequence.

Business Combinations - provided clarification on the definition of a business and criteria to aid in the assessment of whether an integrated set of assets and activities constitutes a business.

Standards Not Yet Adopted- the adoption of the following guidance is not expected to be material to the consolidated financial statements unless otherwise specified:

Statement of Cash Flows - requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The adoption of this guidance will only affect the Consolidated Statements of Cash Flows. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.

Statement of Cash Flows - clarifies the classification within the statement of cash flows for certain transactions, including debt extinguishment costs, zero-coupon debt, contingent consideration related to business combinations, insurance proceeds, equity method distributions and beneficial interests in securitizations. The guidance also clarifies that cash flows with aspects of multiple classes of cash flows or that cannot be separated by source or use should be classified based on the activity that is likely to be the predominant source or use of cash flows for the item. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.

Liabilities - requires companies to recognize breakage on prepaid stored-value products in accordance with the recently issued guidance on Revenue from Contracts with Customers. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.

Revenue from Contracts with Customers - requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Because the guidance does not apply to revenue associated with financial instruments, including loans and securities, the new guidance is not expected to have a material impact on the components of the Consolidated Statement of Income most closely associated with financial instruments, including securities gains/losses and interest income. The Company is currently in the process of quantifying the potential impact of changes to the presentation and timing of certain items within noninterest income, and the related changes to disclosures that may be required. The Company has not identified material changes to noninterest income. The guidance is effective for interim and annual reporting periods beginning after December 15, 2017.

Financial Instruments - requires the majority of equity investments to be measured at fair value with changes in fair value recognized in net income, excluding equity investments that are consolidated or accounted for under the equity method of accounting. The new guidance allows equity investments without readily determinable fair values to be measured at cost minus impairment, with a qualitative assessment required to identify impairment. For financial instruments recorded at amortized cost, the new guidance requires public companies to use exit prices to measure the fair value for disclosure purposes, eliminates the disclosure requirements related to measurement assumptions and requires separate presentation of financial assets and liabilities based on form and measurement category. In addition, for liabilities measured at fair value under the fair value option, the changes in fair value due to changes in instrument-specific credit risk should be recognized in OCI. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.

Leases - requires lessees to recognize assets and liabilities related to certain operating leases on the balance sheet. The new guidance also requires additional disclosures by lessees and contains targeted changes to accounting by lessors. Upon adoption, the Company expects assets and liabilities will likely be materially higher; however, the Company is still in the process of determining the magnitude of the increases and its impact on the Consolidated Financial Statements. This guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years.

Credit Losses - replaces the incurred loss impairment methodology in current GAAP with an expected credit loss methodology and requires consideration of a broader range of information to determine credit loss estimates. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit deteriorated loans will receive an allowance account for expected credit losses at the acquisition date that represents a component of the purchase price allocation. For AFS debt securities where the fair value is less than cost, any credit impairment will be recorded through an allowance for expected credit losses. Upon adoption, the Company expects that the ACL will likely be materially higher; however, the Company is still in the process of determining the magnitude of the increase and its impact on the Consolidated Financial Statements. This guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years.

Intangibles—Goodwill and Other - simplifies the measurement of goodwill impairment. An entity will no longer perform a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment will be measured using the difference between the carrying amount and the fair value of the reporting unit. This guidance is effective for impairment tests in fiscal years beginning after December 15, 2019 and interim periods within those fiscal years.

Premium Amortization on Purchased Callable Debt Securities - shortens the amortization period for the premium to the earliest call date. This guidance would not require an accounting change for securities purchased at a discount. This guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years.

Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost - requires that the service cost component of net benefit costs of pension and postretirement benefit plans be reported in the same line item as other compensation costs in the Consolidated Statements of Income. The other components of net benefit cost will be required to be presented in a separate line item. The guidance also specifies that only the service cost component will be eligible for capitalization. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.

XML

Acquisitions and Divestitures

3 Months Ended

Mar. 31, 2017

Business Combinations [Abstract]

Acquisitions and Divestitures

Acquisitions and Divestitures

On April 1, 2016, BB&T acquired National Penn, resulting in the addition of $10.1 billion in assets and $6.6 billion of deposits. National Penn had 126 financial centers as of the acquisition date.

On April 1, 2016, BB&T purchased insurance broker Swett & Crawford from Cooper Gay Swett & Crawford for $461 million in cash.

See the Annual Report on Form 10-K for the year ended December 31, 2016 for additional information related to these transactions.

XML

Securities

3 Months Ended

Mar. 31, 2017

Investments, Debt and Equity Securities [Abstract]

Securities

Securities

	March 31, 2017
	Amortized Cost		Gross Unrealized				Fair Value
(Dollars in millions)			Gains		Losses
AFS securities:
U.S. Treasury	$	3,666	$	4	$	75	$	3,595
GSE	189		—		8		181
Agency MBS	20,793		11		566		20,238
States and political subdivisions	1,990		53		43		2,000
Non-agency MBS	430		214		—		644
Other	10		—		—		10
Total AFS securities	$	27,078	$	282	$	692	$	26,668
HTM securities:
U.S. Treasury	$	1,098	$	19	$	—	$	1,117
GSE	2,197		15		25		2,187
Agency MBS	14,771		40		186		14,625
States and political subdivisions	95		—		—		95
Other	48		3		—		51
Total HTM securities	$	18,209	$	77	$	211	$	18,075

	December 31, 2016
	Amortized Cost		Gross Unrealized				Fair Value
(Dollars in millions)			Gains		Losses
AFS securities:
U.S. Treasury	$	2,669	$	2	$	84	$	2,587
GSE	190		—		10		180
Agency MBS	21,819		13		568		21,264
States and political subdivisions	2,198		56		49		2,205
Non-agency MBS	446		233		—		679
Other	11		—		—		11
Total AFS securities	$	27,333	$	304	$	711	$	26,926
HTM securities:
U.S. Treasury	$	1,098	$	20	$	—	$	1,118
GSE	2,197		14		30		2,181
Agency MBS	13,225		40		180		13,085
States and political subdivisions	110		—		—		110
Other	50		2		—		52
Total HTM securities	$	16,680	$	76	$	210	$	16,546

Certain investments in marketable debt securities and MBS issued by FNMA and FHLMC exceeded 10% of shareholders' equity at March 31, 2017. The FNMA investments had total amortized cost and fair value of $14.6 billion and $14.2 billion, respectively. The FHLMC investments had total amortized cost and fair value of $8.3 billion and $8.1 billion, respectively.

The following table reflects changes in credit losses on securities with OTTI where a portion of the unrealized loss was recognized in OCI:

	Three Months Ended March 31,
(Dollars in millions)	2017			2016
Balance at beginning of period	$	21		$	42
Credit losses on securities with previously recognized OTTI	—			—
Reduction for securities sold/settled during the period	(1		)	(23		)
Credit recoveries through yield	—			(1		)
Balance at end of period	$	20		$	18

The amortized cost and estimated fair value of the securities portfolio by contractual maturity are shown in the following table. The expected life of MBS may differ from contractual maturities because borrowers have the right to prepay the underlying mortgage loans with or without prepayment penalties.

	March 31, 2017
	AFS				HTM
(Dollars in millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	274	$	273	$	—	$	—
Due after one year through five years	1,935		1,943		1,740		1,762
Due after five years through ten years	2,605		2,526		1,625		1,612
Due after ten years	22,264		21,926		14,844		14,701
Total debt securities	$	27,078	$	26,668	$	18,209	$	18,075

The following tables present the fair values and gross unrealized losses of investments based on the length of time that individual securities have been in a continuous unrealized loss position:

	March 31, 2017
	Less than 12 months				12 months or more				Total
(Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
AFS securities:
U.S. Treasury securities	$	2,142	$	75	$	—	$	—	$	2,142	$	75
GSE	181		8		—		—		181		8
Agency MBS	14,363		343		5,006		223		19,369		566
States and political subdivisions	187		3		380		40		567		43
Total	$	16,873	$	429	$	5,386	$	263	$	22,259	$	692
HTM securities:
GSE	$	1,733	$	25	$	—	$	—	$	1,733	$	25
Agency MBS	8,042		184		285		2		8,327		186
Total	$	9,775	$	209	$	285	$	2	$	10,060	$	211

	December 31, 2016
	Less than 12 months				12 months or more				Total
(Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
AFS securities:
U.S. Treasury securities	$	2,014	$	84	$	—	$	—	$	2,014	$	84
GSE	180		10		—		—		180		10
Agency MBS	14,842		342		5,138		226		19,980		568
States and political subdivisions	365		7		314		42		679		49
Total	$	17,401	$	443	$	5,452	$	268	$	22,853	$	711
HTM securities:
GSE	$	1,762	$	30	$	—	$	—	$	1,762	$	30
Agency MBS	7,717		178		305		2		8,022		180
Total	$	9,479	$	208	$	305	$	2	$	9,784	$	210

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 or underlying loans.

At March 31, 2017, the majority of the unrealized loss on states and political subdivisions securities was the result of fair value hedge basis adjustments that are a component of amortized cost. These securities in an unrealized loss position are evaluated for credit impairment through a qualitative analysis of issuer performance and the primary source of repayment. At March 31, 2017, none of these securities had credit impairment.

XML

Loans and ACL

3 Months Ended

Mar. 31, 2017

Receivables [Abstract]

Loans and ACL

Loans and ACL

During the first quarter of 2017, an other lending subsidiaries portfolio totaling $244 million was acquired.

The following tables present loans and leases HFI by aging category:

	March 31, 2017
	Accruing
(Dollars in millions)	Current		30-89 Days Past Due		90 Days Or More Past Due		Nonaccrual		Total
Commercial:
Commercial and industrial	$	51,241	$	22	$	—	$	344	$	51,607
CRE-income producing properties	14,727		11		—		43		14,781
CRE-construction and development	3,832		1		—		17		3,850
Dealer floor plan	1,460		—		—		7		1,467
Other lending subsidiaries	7,767		15		—		9		7,791
Retail:
Direct retail lending	11,849		55		7		66		11,977
Revolving credit	2,544		20		10		—		2,574
Residential mortgage-nonguaranteed	28,222		272		64		167		28,725
Residential mortgage-government guaranteed	418		129		374		5		926
Sales finance	10,503		51		5		6		10,565
Other lending subsidiaries	7,223		200		—		59		7,482
PCI	749		29		82		—		860
Total	$	140,535	$	805	$	542	$	723	$	142,605

	December 31, 2016
	Accruing
(Dollars in millions)	Current		30-89 Days Past Due		90 Days Or More Past Due		Nonaccrual		Total
Commercial:
Commercial and industrial	$	51,329	$	27	$	—	$	363	$	51,719
CRE-income producing properties	14,492		6		—		40		14,538
CRE-construction and development	3,800		2		—		17		3,819
Dealer floor plan	1,413		—		—		—		1,413
Other lending subsidiaries	7,660		21		—		10		7,691
Retail:
Direct retail lending	11,963		60		6		63		12,092
Revolving credit	2,620		23		12		—		2,655
Residential mortgage-nonguaranteed	28,378		393		79		172		29,022
Residential mortgage-government guaranteed	324		132		443		—		899
Sales finance	11,179		76		6		6		11,267
Other lending subsidiaries	6,931		301		—		65		7,297
PCI	784		36		90		—		910
Total	$	140,873	$	1,077	$	636	$	736	$	143,322

The following tables present the carrying amount of loans by risk rating. PCI loans are excluded because their related ALLL is determined by loan pool performance:

	March 31, 2017
(Dollars in millions)	Commercial & Industrial		CRE - Income Producing Properties		CRE - Construction and Development		Dealer Floor Plan		Other Lending Subsidiaries
Commercial:
Pass	$	49,696	$	14,279	$	3,742	$	1,458	$	7,692
Special mention	459		134		49		—		50
Substandard - performing	1,108		325		42		2		40
Nonperforming	344		43		17		7		9
Total	$	51,607	$	14,781	$	3,850	$	1,467	$	7,791

	Direct Retail Lending		Revolving Credit		Residential Mortgage		Sales Finance		Other Lending Subsidiaries
Retail:
Performing	$	11,911	$	2,574	$	29,479	$	10,559	$	7,423
Nonperforming	66		—		172		6		59
Total	$	11,977	$	2,574	$	29,651	$	10,565	$	7,482

	December 31, 2016
(Dollars in millions)	Commercial & Industrial		CRE - Income Producing Properties		CRE - Construction and Development		Dealer Floor Plan		Other Lending Subsidiaries
Commercial:
Pass	$	49,921	$	14,061	$	3,718	$	1,404	$	7,604
Special mention	314		124		38		—		33
Substandard-performing	1,121		313		46		9		44
Nonperforming	363		40		17		—		10
Total	$	51,719	$	14,538	$	3,819	$	1,413	$	7,691

	Direct Retail Lending		Revolving Credit		Residential Mortgage		Sales Finance		Other Lending Subsidiaries
Retail:
Performing	$	12,029	$	2,655	$	29,749	$	11,261	$	7,232
Nonperforming	63		—		172		6		65
Total	$	12,092	$	2,655	$	29,921	$	11,267	$	7,297

The following tables present activity in the ACL for the periods presented:

	Three Months Ended March 31, 2017
(Dollars in millions)	Beginning Balance		Charge-Offs			Recoveries		Provision (Benefit)			Ending Balance
Commercial:
Commercial and industrial	$	500	$	(29	)	$	6	$	13		$	490
CRE-income producing properties	117		(1		)	4		(4		)	116
CRE-construction and development	25		—			2		(5		)	22
Dealer floor plan	11		—			—		—			11
Other lending subsidiaries	29		(5		)	1		11			36
Retail:
Direct retail lending	103		(14		)	6		7			102
Revolving credit	106		(21		)	5		13			103
Residential mortgage-nonguaranteed	186		(11		)	—		7			182
Residential mortgage-government guaranteed	41		(1		)	—		1			41
Sales finance	38		(9		)	4		9			42
Other lending subsidiaries	289		(98		)	13		92			296
PCI	44		—			—		2			46
ALLL	1,489		(189		)	41		146			1,487
RUFC	110		—			—		2			112
ACL	$	1,599	$	(189	)	$	41	$	148		$	1,599

	Three Months Ended March 31, 2016
(Dollars in millions)	Beginning Balance		Charge-Offs			Recoveries		Provision (Benefit)			Ending Balance
Commercial:
Commercial and industrial	$	466	$	(56	)	$	12	$	77		$	499
CRE-income producing properties	135		(2		)	3		(11		)	125
CRE-construction and development	37		—			1		(6		)	32
Dealer floor plan	8		—			—		2			10
Other lending subsidiaries	22		(8		)	2		10			26
Retail:
Direct retail lending	105		(13		)	7		4			103
Revolving credit	104		(19		)	5		10			100
Residential mortgage-nonguaranteed	194		(7		)	1		9			197
Residential mortgage-government guaranteed	23		(1		)	—		2			24
Sales finance	40		(8		)	3		4			39
Other lending subsidiaries	265		(84		)	10		79			270
PCI	61		—			—		2			63
ALLL	1,460		(198		)	44		182			1,488
RUFC	90		—			—		2			92
ACL	$	1,550	$	(198	)	$	44	$	184		$	1,580

The following table provides a summary of loans that are collectively evaluated for impairment:

	March 31, 2017				December 31, 2016
(Dollars in millions)	Recorded Investment		Related ALLL		Recorded Investment		Related ALLL
Commercial:
Commercial and industrial	$	51,168	$	449	$	51,253	$	463
CRE-income producing properties	14,698		111		14,455		112
CRE-construction and development	3,819		20		3,787		21
Dealer floor plan	1,460		11		1,413		11
Other lending subsidiaries	7,780		35		7,678		28
Retail:
Direct retail lending	11,897		93		12,011		93
Revolving credit	2,545		92		2,626		95
Residential mortgage-nonguaranteed	28,152		132		28,488		136
Residential mortgage-government guaranteed	499		8		466		8
Sales finance	10,550		41		11,251		37
Other lending subsidiaries	7,236		254		7,057		249
PCI	860		46		910		44
Total	$	140,664	$	1,292	$	141,395	$	1,297

The following tables set forth certain information regarding impaired loans, excluding PCI and LHFS, that were individually evaluated for impairment:

	As of / For The Three Months Ended March 31, 2017
(Dollars in millions)	Recorded Investment		UPB		Related ALLL		Average Recorded Investment		Interest Income Recognized
With no related ALLL recorded:
Commercial:
Commercial and industrial	$	189	$	213	$	—	$	201	$	—
CRE-income producing properties	28		33		—		28		—
CRE-construction and development	14		15		—		12		—
Dealer floor plan	7		7		—		6		—
Other lending subsidiaries	4		6		—		4		—
Retail:
Direct retail lending	13		37		—		13		—
Residential mortgage-nonguaranteed	104		156		—		102		1
Residential mortgage-government guaranteed	3		4		—		3		—
Sales finance	1		2		—		1		—
Other lending subsidiaries	4		9		—		4		—
With an ALLL recorded:
Commercial:
Commercial and industrial	250		258		41		267		1
CRE-income producing properties	55		55		5		55		—
CRE-construction and development	17		17		2		20		—
Dealer floor plan	—		—		—		—		—
Other lending subsidiaries	7		8		1		7		—
Retail:
Direct retail lending	67		68		9		68		1
Revolving credit	29		29		11		29		—
Residential mortgage-nonguaranteed	469		477		50		457		5
Residential mortgage-government guaranteed	424		424		33		423		4
Sales finance	14		14		1		15		—
Other lending subsidiaries	242		243		42		239		9
Total	$	1,941	$	2,075	$	195	$	1,954	$	21

	As of / For The Year Ended December 31, 2016
(Dollars in millions)	Recorded Investment		UPB		Related ALLL		Average Recorded Investment		Interest Income Recognized
With no related ALLL recorded:
Commercial:
Commercial and industrial	$	201	$	225	$	—	$	217	$	1
CRE-income producing properties	25		27		—		16		—
CRE-construction and development	10		11		—		8		—
Dealer floor plan	—		—		—		—		—
Other lending subsidiaries	4		6		—		6		—
Retail:
Direct retail lending	13		38		—		12		1
Residential mortgage-nonguaranteed	94		141		—		97		4
Residential mortgage-government guaranteed	3		3		—		3		—
Sales finance	1		2		—		1		—
Other lending subsidiaries	4		9		—		4		—
With an ALLL recorded:
Commercial:
Commercial and industrial	265		269		37		259		5
CRE-income producing properties	58		61		5		68		2
CRE-construction and development	22		22		4		22		1
Dealer floor plan	—		—		—		—		—
Other lending subsidiaries	9		9		1		5		—
Retail:
Direct retail lending	68		69		10		71		4
Revolving credit	29		29		11		31		1
Residential mortgage-nonguaranteed	440		451		50		383		16
Residential mortgage-government guaranteed	430		431		33		360		14
Sales finance	15		15		1		16		1
Other lending subsidiaries	236		239		40		206		32
Total	$	1,927	$	2,057	$	192	$	1,785	$	82

Trial modifications are excluded from the following disclosures because the specific types and amounts of concessions offered to borrowers frequently change between the trial modification and the permanent modification. The following table presents a summary of TDRs, all of which are considered impaired:

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Performing TDRs:
Commercial:
Commercial and industrial	$	48	$	55
CRE-income producing properties	14		16
CRE-construction and development	11		9
Direct retail lending	65		67
Revolving credit	29		29
Residential mortgage-nonguaranteed	327		332
Residential mortgage-government guaranteed	412		420
Sales finance	15		16
Other lending subsidiaries	232		226
Total performing TDRs	1,153		1,170
Nonperforming TDRs (also included in NPL disclosures)	214		183
Total TDRs	$	1,367	$	1,353
ALLL attributable to TDRs	$	145	$	146

The following table summarizes the primary reason loan modifications were classified as TDRs and includes newly designated TDRs as well as modifications made to existing TDRs. Balances represent the recorded investment at the end of the quarter in which the modification was made. Rate modifications include TDRs made with below market interest rates that also include modifications of loan structures.

	Three Months Ended March 31,
	2017						2016
	Types of Modifications				Impact To ALLL		Types of Modifications				Impact To ALLL
(Dollars in millions)	Rate		Structure				Rate		Structure
Commercial:
Commercial and industrial	$	25	$	38	$	1	$	62	$	9	$	1
CRE-income producing properties	5		1		—		8		7		—
CRE-construction and development	3		3		—		3		—		—
Retail:
Direct retail lending	4		1		—		4		1		—
Revolving credit	6		—		1		5		—		1
Residential mortgage-nonguaranteed	47		6		3		17		8		1
Residential mortgage-government guaranteed	98		—		3		39		—		2
Sales finance	—		2		—		—		2		—
Other lending subsidiaries	41		—		4		32		—		5

Charge-offs and forgiveness of principal and interest for TDRs were immaterial for all periods presented.

The pre-default balance for modifications that had been classified as TDRs during the previous 12 months that experienced a payment default was $28 million and $17 million for the three months ended March 31, 2017 and 2016, 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 following table:

	Three Months Ended March 31, 2017												Year Ended December 31, 2016
	Purchased Impaired						Purchased Nonimpaired						Purchased Impaired						Purchased Nonimpaired
(Dollars in millions)	Accretable Yield			Carrying Value			Accretable Yield			Carrying Value			Accretable Yield			Carrying Value			Accretable Yield			Carrying Value
Balance at beginning of period	$	253		$	614		$	155		$	296		$	189		$	700		$	176		$	422
Additions	—			—			—			—			36			124			—			—
Accretion	(26		)	26			(16		)	16			(134		)	134			(73		)	73
Payments received, net	—			(60		)	—			(32		)	—			(344		)	—			(199		)
Other, net	(24		)	—			8			—			162			—			52			—
Balance at end of period	$	203		$	580		$	147		$	280		$	253		$	614		$	155		$	296
Outstanding UPB at end of period				$	854					$	397					$	910					$	423

The following table presents additional information about BB&T's loans and leases:

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Unearned income, discounts and net deferred loan fees and costs, excluding PCI	$	332	$	396
Residential mortgage loans in process of foreclosure	358		366

XML

Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill And Other Intangible Assets

Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill attributable to operating segments are reflected in the table below:

(Dollars in millions)	Community Banking			Residential Mortgage Banking			Dealer Financial Services		Specialized Lending			Insurance Holdings			Financial Services		Total
Goodwill, January 1, 2017	$	7,032		$	416		$	111	$	113		$	1,752		$	214	$	9,638
Other adjustments	(12		)	(1		)	—		(2		)	(5		)	—		(20		)
Goodwill, March 31, 2017	$	7,020		$	415		$	111	$	111		$	1,747		$	214	$	9,618

The other adjustments to goodwill were primarily the result of finalizing the purchase price allocation for National Penn and Swett & Crawford.

The following table presents information for identifiable intangible assets subject to amortization:

	March 31, 2017							December 31, 2016
(Dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
CDI	$	970	$	(728	)	$	242	$	970	$	(710	)	$	260
Other, primarily customer relationship intangibles	1,417		(841		)	576		1,415		(821		)	594
Total	$	2,387	$	(1,569	)	$	818	$	2,385	$	(1,531	)	$	854

XML

Loan Servicing

3 Months Ended

Mar. 31, 2017

Transfers and Servicing [Abstract]

Loan Servicing

Loan Servicing

Residential Mortgage Banking Activities

The following tables summarize residential mortgage banking activities:

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
UPB of residential mortgage and home equity loan servicing portfolio	$	121,251	$	121,639
UPB of residential mortgage loans serviced for others (primarily agency conforming fixed rate)	90,855		90,325
Mortgage loans sold with recourse	557		578
Maximum recourse exposure from mortgage loans sold with recourse liability	277		282
Indemnification, recourse and repurchase reserves	38		40

	As of / For The Three Months Ended March 31,
(Dollars in millions)	2017			2016
UPB of residential mortgage loans sold from LHFS	$	3,579		$	2,490
Pre-tax gains recognized on mortgage loans sold and held for sale	31			24
Servicing fees recognized from mortgage loans serviced for others	68			67
Approximate weighted average servicing fee on the outstanding balance of residential mortgage loans serviced for others	0.28		%	0.28		%
Weighted average interest rate on mortgage loans serviced for others	4.01			4.11

	Three Months Ended March 31,
(Dollars in millions)	2017			2016
Residential MSRs, carrying value, beginning of period	$	915		$	880
Additions	38			22
Change in fair value due to changes in valuation inputs or assumptions:
Prepayment speeds	17			(136		)
OAS	—			9
Servicing costs	9			—
Realization of expected net servicing cash flows, passage of time and other	(33		)	(32		)
Residential MSRs, carrying value, end of period	$	946		$	743
Gains (losses) on derivative financial instruments used to mitigate the income statement effect of changes in residential MSR fair value	$	(20	)	$	137

The sensitivity of the fair value of the residential MSRs to changes in key assumptions is included in the accompanying table:

	March 31, 2017							December 31, 2016
	Range				Weighted Average			Range				Weighted Average
(Dollars in millions)	Min		Max					Min		Max
Prepayment speed	7.2	%	8.0	%	7.9		%	7.5	%	8.4	%	8.1		%
Effect on fair value of a 10% increase					$	(27	)					$	(28	)
Effect on fair value of a 20% increase					(53		)					(54		)
OAS	9.7	%	10.6	%	10.0		%	9.8	%	10.2	%	10.0		%
Effect on fair value of a 10% increase					$	(34	)					$	(33	)
Effect on fair value of a 20% increase					(65		)					(64		)
Composition of loans serviced for others:
Fixed-rate residential mortgage loans					99.1		%					99.1		%
Adjustable-rate residential mortgage loans					0.9							0.9
Total					100.0		%					100.0		%
Weighted average life (in years)					7.2							7.0

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the above table, the effect of an adverse variation in one assumption on the fair value of the MSRs is calculated without changing any other assumption; while in reality, changes in one factor may result in changes in another, which may magnify or counteract the effect of the change.

Commercial Mortgage Banking Activities

The following table summarizes commercial mortgage banking activities for the periods presented:

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
UPB of CRE mortgages serviced for others	$	29,289	$	29,333
CRE mortgages serviced for others covered by recourse provisions	4,528		4,240
Maximum recourse exposure from CRE mortgages sold with recourse liability	1,296		1,272
Recorded reserves related to recourse exposure	7		7
CRE mortgages originated during the year-to-date period	1,597		7,145
Commercial MSRs at fair value	142		137

XML

Deposits

3 Months Ended

Mar. 31, 2017

Deposits [Abstract]

Deposits

Deposits

A summary of deposits is presented in the accompanying table:

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Noninterest-bearing deposits	$	53,262	$	50,697
Interest checking	29,472		30,263
Money market and savings	64,860		64,883
Time deposits	13,739		14,391
Total deposits	$	161,333	$	160,234
Time deposits $100,000 and greater	$	5,116	$	5,394
Time deposits $250,000 and greater	2,108		2,179

XML

Long-Term Debt

3 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

The following table reflects the carrying amounts at March 31, 2017 and December 31, 2016, and the related maturity dates, contractual rate and effective interest rates at March 31, 2017:

				Stated Rate				Effective Rate
(Dollars in millions)	Maturity			Min		Max				Mar 31, 2017		Dec 31, 2016
BB&T Corporation
Fixed rate senior notes	2017	to	2024	1.45	%	6.85	%	2.50	%	$	7,832	$	7,600
Floating rate senior notes	2018		2022	1.69		1.99		1.80		2,247		1,898
Fixed rate subordinated notes	2017		2022	3.95		5.25		1.66		1,324		1,338
Branch Bank
Fixed rate senior notes	2017		2022	1.35		2.85		2.20		5,585		4,209
Floating rate senior notes	2019		2020	1.48		1.56		1.59		849		250
Fixed rate subordinated notes	2025		2026	3.63		3.80		3.55		2,125		2,138
Floating rate subordinated notes	2017			1.35		1.35		1.36		262		262
FHLB advances (7.0 years weighted average maturity at 3/31/17)	2017		2034	—		6.38		1.33		1,260		4,118
Other long-term debt										151		152
Total long-term debt										$	21,635	$	21,965

The effective rates above reflect the impact of fair value hedges and debt issuance costs. 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 first quarter of 2017, BB&T terminated FHLB advances totaling $2.9 billion of par value, which resulted in a pre-tax loss on early extinguishment of debt totaling $392 million.

XML

Shareholders' Equity

3 Months Ended

Mar. 31, 2017

Equity [Abstract]

Shareholders' Equity

Shareholders' Equity

The activity relating to restricted shares/units during the period is presented in the following tables:

(Shares in thousands)	Restricted Shares/Units		Wtd. Avg. Grant Date Fair Value
Nonvested at January 1, 2017	13,516		$	29.39
Granted	3,876		42.90
Vested	(3,608	)	26.85
Forfeited	(121	)	32.58
Nonvested at March 31, 2017	13,663		33.87
Expected to vest at March 31, 2017	12,663		33.87

XML

AOCI

3 Months Ended

Mar. 31, 2017

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

AOCI

AOCI

	Three Months Ended March 31, 2017
(Dollars in millions)	Unrecognized Net Pension and Postretirement Costs			Unrealized Net Gains (Losses) on Cash Flow Hedges			Unrealized Net Gains (Losses) on AFS Securities			Other, net			Total
AOCI balance, January 1, 2017	$	(764	)	$	(92	)	$	(259	)	$	(17	)	$	(1,132	)
OCI before reclassifications, net of tax	(2		)	3			(1		)	1			1
Amounts reclassified from AOCI:
Personnel expense	17			—			—			—			17
Interest income	—			—			(1		)	1			—
Interest expense	—			(8		)	—			—			(8		)
Securities (gains) losses, net	—			—			—			—			—
Total before income taxes	17			(8		)	(1		)	1			9
Less: Income taxes	6			(3		)	—			—			3
Net of income taxes	11			(5		)	(1		)	1			6
Net change in AOCI	9			(2		)	(2		)	2			7
AOCI balance, March 31, 2017	$	(755	)	$	(94	)	$	(261	)	$	(15	)	$	(1,125	)

	Three Months Ended March 31, 2016
(Dollars in millions)	Unrecognized Net Pension and Postretirement Costs			Unrealized Net Gains (Losses) on Cash Flow Hedges			Unrealized Net Gains (Losses) on AFS Securities			FDIC's Share of Unrealized (Gains) Losses on AFS Securities			Other, net			Total
AOCI balance, January 1, 2016	$	(723	)	$	(83	)	$	(34	)	$	(169	)	$	(19	)	$	(1,028	)
OCI before reclassifications, net of tax	—			(126		)	242			5			2			123
Amounts reclassified from AOCI:
Personnel expense	17			—			—			—			—			17
Interest income	—			—			(27		)	—			1			(26		)
Interest expense	—			17			—			—			—			17
FDIC loss share income, net	—			—			—			16			—			16
Securities (gains) losses, net	—			—			(45		)	—			—			(45		)
Total before income taxes	17			17			(72		)	16			1			(21		)
Less: Income taxes	6			6			(27		)	6			—			(9		)
Net of income taxes	11			11			(45		)	10			1			(12		)
Net change in AOCI	11			(115		)	197			15			3			111
AOCI balance, March 31, 2016	$	(712	)	$	(198	)	$	163		$	(154	)	$	(16	)	$	(917	)

XML

Income Taxes

3 Months Ended

Mar. 31, 2017

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The effective tax rates for the three months ended March 31, 2017 and 2016 were 19.6% and 30.1%, respectively. The current quarter tax provision includes the excess tax benefits from equity-based compensation plans and the tax benefits associated with using the marginal income tax rate for the loss on the early extinguishment of debt.

XML

Benefit Plans

3 Months Ended

Mar. 31, 2017

Compensation and Retirement Disclosure [Abstract]

Benefit Plans

Benefit Plans

	Three Months Ended March 31,
	Qualified Plans						Nonqualified Plans
(Dollars in millions)	2017			2016			2017		2016
Service cost	$	49		$	42		$	3	$	3
Interest cost	44			40			5		5
Estimated return on plan assets	(93		)	(81		)	—		—
Amortization and other	17			17			3		3
Net periodic benefit cost	$	17		$	18		$	11	$	11

BB&T makes contributions to the qualified pension plans in amounts between the minimum required for funding and the maximum deductible for federal income tax purposes. Discretionary contributions totaling $260 million were made during the three months ended March 31, 2017. There are no required contributions for the remainder of 2017, though BB&T may elect to make additional contributions.

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Letters of credit	$	2,788	$	2,786
Carrying amount of the liability for letters of credit	25		27
Investments in affordable housing and historic building rehabilitation projects:
Carrying amount	1,953		1,719
Amount of future funding commitments included in carrying amount	963		738
Lending exposure	562		495
Tax credits subject to recapture	407		413
Private equity investments	413		362
Future funding commitments to private equity investments	143		197

Legal Proceedings

The nature of BB&T's business ordinarily results in a certain amount of claims, litigation, investigations and legal and administrative cases and proceedings, all of which are considered incidental to the normal conduct of business. BB&T believes it has meritorious defenses to the claims asserted against it in its currently outstanding legal proceedings and, with respect to such legal proceedings, intends to continue to defend itself vigorously, litigating or settling cases according to management's judgment as to what is in the best interests of BB&T and its shareholders.

On at least a quarterly basis, liabilities and contingencies in connection with outstanding legal proceedings are assessed utilizing the latest information available. For those matters where it is probable that BB&T will incur a loss and the amount of the loss can be reasonably estimated, and is more than nominal, a liability is recorded in the consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on at least a quarterly basis. For other matters, where a loss is not probable or the amount of the loss is not estimable, legal reserves are not accrued. While the outcome of legal proceedings is inherently uncertain, based on information currently available, advice of counsel and available insurance coverage, management believes that the established legal reserves are adequate and the liabilities arising from legal proceedings will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to the consolidated financial position, consolidated results of operations or consolidated cash flows of BB&T.

Pledged Assets

Certain assets were pledged to secure municipal deposits, securities sold under agreements to repurchase, borrowings and borrowing capacity, subject to any applicable asset discount, at the FHLB and FRB as well as for other purposes as required or permitted by law. The following table provides the total carrying amount of pledged assets by asset type, of which the majority are pursuant to agreements that do not permit the other party to sell or repledge the collateral. Assets related to employee benefit plans have been excluded from the following table.

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Pledged securities	$	17,355	$	15,549
Pledged loans	73,087		75,015

XML

Fair Value Disclosures

3 Months Ended

Mar. 31, 2017

Fair Value Disclosures [Abstract]

Fair Value Disclosures

Fair Value Disclosures

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 at fair value on a recurring basis:

	March 31, 2017
(Dollars in millions)	Total		Level 1		Level 2		Level 3
Assets:
Trading securities	$	1,392	$	332	$	1,060	$	—
AFS securities:
U.S. Treasury	3,595		—		3,595		—
GSE	181		—		181		—
Agency MBS	20,238		—		20,238		—
States and political subdivisions	2,000		—		2,000		—
Non-agency MBS	644		—		164		480
Other	10		7		3		—
LHFS	1,291		—		1,291		—
MSRs	1,088		—		—		1,088
Derivative assets:
Interest rate contracts	621		—		609		12
Foreign exchange contracts	3		—		3		—
Private equity investments	400		—		—		400
Total assets	$	31,463	$	339	$	29,144	$	1,980
Liabilities:
Derivative liabilities:
Interest rate contracts	$	850	$	—	$	848	$	2
Foreign exchange contracts	4		—		4		—
Securities sold short	244		—		244		—
Total liabilities	$	1,098	$	—	$	1,096	$	2

	December 31, 2016
(Dollars in millions)	Total		Level 1		Level 2		Level 3
Assets:
Trading securities	$	748	$	324	$	424	$	—
AFS securities:
U.S. Treasury	2,587		—		2,587		—
GSE	180		—		180		—
Agency MBS	21,264		—		21,264		—
States and political subdivisions	2,205		—		2,205		—
Non-agency MBS	679		—		172		507
Other	11		8		3		—
LHFS	1,716		—		1,716		—
MSRs	1,052		—		—		1,052
Derivative assets:
Interest rate contracts	814		—		807		7
Foreign exchange contracts	8		—		8		—
Private equity investments	362		—		—		362
Total assets	$	31,626	$	332	$	29,366	$	1,928
Liabilities:
Derivative liabilities:
Interest rate contracts	$	998	$	—	$	978	$	20
Foreign exchange contracts	5		—		5		—
Securities sold short	137		—		137		—
Total liabilities	$	1,140	$	—	$	1,120	$	20

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. Management independently evaluates the fair values provided by the pricing service through comparisons to other external pricing sources, review of additional information provided by the pricing service and other third party sources for selected securities and back-testing to compare the price realized 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 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 include 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 agency MBS: GSE pass-through securities are valued using market-based pricing matrices that reference 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 reference 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. Non-agency MBS also include investments in Re-REMIC trusts that primarily hold non-agency MBS, which are valued based on broker pricing models that use baseline securities yields and tranche-level yield adjustments to discount cash flows modeled using market convention prepayment speed and default assumptions.

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.

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.

MSRs: Residential MSRs are valued using an OAS valuation model to project cash flows over multiple interest rate scenarios, which are 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. Commercial MSRs are valued using a cash flow valuation model that calculates the present value of estimated future net servicing cash flows. BB&T considers actual and expected loan prepayment rates, discount rates, servicing costs and other economic factors that are determined based on current market conditions.

Derivative assets and liabilities: The fair values of derivatives are determined based on quoted market prices and internal pricing models that use 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 investments: 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.

Securities sold short: Securities sold short 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:

	Three Months Ended March 31, 2017
(Dollars in millions)	Non-agency MBS			MSRs			Net Derivatives			Private Equity Investments
Balance at January 1, 2017	$	507		$	1,052		$	(13	)	$	362
Total realized and unrealized gains (losses):
Included in earnings:
Interest income	9			—			—			—
Mortgage banking income	—			37			(4		)	—
Other noninterest income	—			—			—			5
Included in unrealized net holding gains (losses) in OCI	(18		)	—			—			—
Purchases	—			—			—			68
Issuances	—			38			15			—
Sales	—			—			—			(18		)
Settlements	(18		)	(39		)	12			(4		)
Transfers out of Level 3	—			—			—			(13		)
Balance at March 31, 2017	$	480		$	1,088		$	10		$	400
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held at March 31, 2017	$	8		$	37		$	9		$	2

	Three Months Ended March 31, 2016
(Dollars in millions)	Non-agency MBS			MSRs			Net Derivatives			Private Equity Investments
Balance at January 1, 2016	$	626		$	880		$	4		$	289
Total realized and unrealized gains (losses):
Included in earnings:
Interest income	15			—			—			—
Mortgage banking income	—			(127		)	32			—
Other noninterest income	—			—			—			3
Included in unrealized net holding gains (losses) in OCI	(20		)	—			—			—
Purchases	—			—			—			19
Issuances	—			22			40			—
Sales	—			—			—			(8		)
Settlements	(21		)	(38		)	(55		)	(2		)
Adoption of fair value option for commercial MSRs	—			123			—			—
Balance at March 31, 2016	$	600		$	860		$	21		$	301
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held at March 31, 2016	$	15		$	(127	)	$	21		$	2

BB&T’s policy is to recognize transfers between levels as of the end of a reporting period. Transfers in and out of Level 3 are shown in the preceding tables. There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2017 or 2016.

The non-agency MBS categorized as Level 3 represent ownership interest in various tranches of Re-REMIC trusts. These securities are valued at a discount, which is unobservable in the market, to the fair value of the underlying securities owned by the trusts. The Re-REMIC tranches do not have an active market and therefore are categorized as Level 3. At March 31, 2017, the fair value of Re-REMIC non-agency MBS represented a discount of 16.4% to the fair value of the underlying securities owned by the Re-REMIC trusts.

The majority of private equity 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 VIE 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 2026, is uncertain and dependent on various events such as recapitalizations, refinance transactions and ownership changes among others. Excluding the investment of future funds, BB&T estimates these investments have a weighted average remaining life of approximately 3 years; however, the timing and amount of distributions may vary significantly. As of March 31, 2017, 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 5x to 12x, with a weighted average of 8x, at March 31, 2017.

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

	March 31, 2017						December 31, 2016
(Dollars in millions)	Fair Value		Aggregate UPB		Difference		Fair Value		Aggregate UPB		Difference
LHFS reported at fair value	$	1,291	$	1,270	$	21	$	1,716	$	1,736	$	(20	)

Excluding government guaranteed, LHFS that were in nonaccrual status or 90 days or more past due and still accruing interest were not material at March 31, 2017.

The following table provides information about certain assets measured at fair value on a nonrecurring basis, which are primarily collateral dependent and may be subject to liquidity adjustments. The carrying values represent end of period values, which approximate the fair value measurements that occurred on the various measurement dates throughout the period. The valuation adjustments represent the amounts recorded during the period regardless of whether the asset is still held at period end. These assets are considered to be Level 3 assets (excludes PCI).

	As Of / For the Year-To-Date Period Ended
	March 31, 2017						March 31, 2016
(Dollars in millions)	Carrying Value		Valuation Adjustments				Carrying Value		Valuation Adjustments
Impaired loans	$	255		$	(8	)	$	329		$	(38	)
Foreclosed real estate	49			(66		)	66			(54		)

For financial instruments not recorded at fair value, estimates of fair value are based on relevant market data and information about the instrument. Values obtained relate to 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.

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, 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 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. 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. Retail lending commitments are assigned no fair value as BB&T typically has the ability to cancel such commitments by providing notice to the borrower.

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

	March 31, 2017
(Dollars in millions)	Carrying Amount		Total Fair Value		Level 2		Level 3
Financial assets:
HTM securities	$	18,209	$	18,075	$	18,075	$	—
Loans and leases HFI, net of ALLL	141,118		141,013		—		141,013
Financial liabilities:
Deposits	161,333		161,446		161,446		—
Long-term debt	21,635		21,815		21,815		—

	December 31, 2016
(Dollars in millions)	Carrying Amount		Total Fair Value		Level 2		Level 3
Financial assets:
HTM securities	$	16,680	$	16,546	$	16,546	$	—
Loans and leases HFI, net of ALLL	141,833		142,044		—		142,044
Financial liabilities:
Deposits	160,234		160,403		160,403		—
Long-term debt	21,965		22,423		22,423		—

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

	March 31, 2017				December 31, 2016
(Dollars in millions)	Notional/Contract Amount		Fair Value		Notional/Contract Amount		Fair Value
Commitments to extend, originate or purchase credit	$	65,134	$	265	$	64,395	$	250
Residential mortgage loans sold with recourse	557		6		578		7
Other loans sold with recourse	4,528		7		4,240		7
Letters of credit	2,788		25		2,786		27

XML

Derivative Financial Instruments

3 Months Ended

Mar. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

The following table presents the notional amount and estimated fair value of derivative instruments:

		March 31, 2017								December 31, 2016
	Hedged Item or Transaction	Notional Amount		Fair Value						Notional Amount		Fair Value
(Dollars in millions)				Gain			Loss					Gain			Loss
Cash flow hedges:
Interest rate contracts:
Pay fixed swaps	3 mo. LIBOR funding	$	7,050	$	—		$	(178	)	$	7,050	$	—		$	(187	)
Fair value hedges:
Interest rate contracts:
Receive fixed swaps	Long-term debt	14,307		174			(120		)	12,099		202			(100		)
Options	Long-term debt	4,770		—			(1		)	2,790		—			(1		)
Pay fixed swaps	Commercial loans	359		4			(1		)	346		4			(2		)
Pay fixed swaps	Municipal securities	231		—			(80		)	231		—			(83		)
Total		19,667		178			(202		)	15,466		206			(186		)
Not designated as hedges:
Client-related and other risk management:
Interest rate contracts:
Receive fixed swaps		10,162		201			(52		)	9,989		235			(44		)
Pay fixed swaps		10,401		50			(216		)	10,263		43			(252		)
Other swaps		1,083		2			(3		)	1,086		2			(5		)
Other		616		2			(2		)	709		2			(2		)
Forward commitments		5,731		11			(12		)	5,972		29			(28		)
Foreign exchange contracts		602		3			(4		)	669		8			(5		)
Total		28,595		269			(289		)	28,688		319			(336		)
Mortgage banking:
Interest rate contracts:
Interest rate lock commitments		1,695		12			(2		)	2,219		7			(20		)
When issued securities, forward rate agreements and forward commitments		2,510		6			(14		)	3,657		51			(14		)
Other		564		1			(1		)	449		2			(1		)
Total		4,769		19			(17		)	6,325		60			(35		)
MSRs:
Interest rate contracts:
Receive fixed swaps		4,209		12			(156		)	5,034		18			(236		)
Pay fixed swaps		3,966		37			(9		)	3,768		56			(7		)
Options		5,450		103			(3		)	5,710		160			(8		)
When issued securities, forward rate agreements and forward commitments		2,479		6			—			3,210		3			(8		)
Other		23		—			—			—		—			—
Total		16,127		158			(168		)	17,722		237			(259		)
Total derivatives not designated as hedges		49,491		446			(474		)	52,735		616			(630		)
Total derivatives		$	76,208	624			(854		)	$	75,251	822			(1,003		)
Gross amounts not offset in the Consolidated Balance Sheets:
Amounts subject to master netting arrangements not offset due to policy election				(358		)	358					(443		)	443
Cash collateral (received) posted				(83		)	410					(119		)	450
Net amount				$	183		$	(86	)			$	260		$	(110	)

The fair values of derivatives in a gain or loss position are presented on a gross basis in other assets or other liabilities, respectively, in the Consolidated Balance Sheets. Cash collateral posted for derivatives in a loss position and accrued interest 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 ISDA Master agreements allow counterparties to offset trades in a gain against trades in a loss to determine net exposure and allows for the right of setoff in the event of either a default or an additional termination event. Credit Support Annexes govern the terms of daily collateral posting practices. Collateral practices mitigate the potential loss impact to affected parties by requiring liquid collateral to be posted on a scheduled basis to secure the aggregate net unsecured exposure. In addition to collateral, the right of setoff allows counterparties to offset net derivative values with a defaulting party against certain other contractual receivables from or obligations due to the defaulting party in determining the net termination amount.

No portion of the change in fair value of derivatives designated as hedges has been excluded from effectiveness testing. The ineffective portion was immaterial for all periods presented. The following table presents the effect of hedging derivative instruments on the consolidated statements of income:

	Three Months Ended March 31,
	Effective Portion
	Pre-tax Gain (Loss) Recognized in OCI					Location of Amounts Reclassified from AOCI into Income	Pre-tax Gain (Loss) Reclassified from AOCI into Income
(Dollars in millions)	2017		2016				2017			2016
Cash flow hedges:
Interest rate contracts	$	4	$	(200	)	Total interest expense	$	8		$	(17	)
							Pre-tax Gain (Loss) Recognized in Income
						Location of Amounts Recognized in Income
							2017			2016
							(Dollars in millions)
Fair value hedges:
Interest rate contracts						Total interest income	$	(4	)	$	(4	)
Interest rate contracts						Total interest expense	46			60
Total							$	42		$	56
Not designated as hedges:
Client-related and other risk management:
Interest rate contracts						Other noninterest income	$	11		$	(1	)
Foreign exchange contracts						Other noninterest income	(2		)	(8		)
Mortgage banking:
Interest rate contracts						Mortgage banking income	(15		)	(6		)
MSRs:
Interest rate contracts						Mortgage banking income	(20		)	143
Total							$	(26	)	$	128

The following table provides a summary of derivative strategies and the related accounting treatment:

	Cash Flow Hedges	Fair Value Hedges	Derivatives Not Designated as Hedges
Risk exposure	Variability in cash flows of interest payments on floating rate business loans, overnight funding and various LIBOR funding instruments.	Changes in value on fixed rate long-term debt, CDs, FHLB advances, loans and state and political subdivision securities due to changes in interest rates.	Risk associated with an asset or liability, including mortgage banking operations and MSRs, or for client needs. Includes exposure to changes in market rates and conditions subsequent to the interest rate lock and funding date for mortgage loans originated for sale.
Risk management objective	Hedge the variability in the interest payments and receipts on future cash flows for forecasted transactions related to the first unhedged payments and receipts of variable interest.	Convert the fixed rate paid or received to a floating rate, primarily through the use of swaps.	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 of the MSRs.
Treatment for portion that is highly effective	Recognized in AOCI until the related cash flows from the hedged item are recognized in earnings.	Recognized in current period income along with the corresponding changes in the fair value of the designated hedged item attributable to the risk being hedged.	Entire change in fair value recognized in current period income.
Treatment for portion that is ineffective	Recognized in current period income.	Recognized in current period income.	Not applicable
Treatment if hedge ceases to be highly effective or is terminated	Hedge is dedesignated. Effective changes in value that are recorded in AOCI before dedesignation are amortized to yield over the period the forecasted hedged transactions impact earnings.	If hedged item remains outstanding, termination proceeds are included in cash flows from financing activities and effective changes in value are reflected as part of the carrying value of the financial instrument and amortized to earnings over its estimated remaining life.	Not applicable
Treatment if transaction is no longer probable of occurring during forecast period or within a short period thereafter	Hedge accounting is ceased and any gain or loss in AOCI is reported in earnings immediately.	Not applicable	Not applicable

The following table presents information about BB&T's cash flow and fair value hedges:

(Dollars in millions)	Mar 31, 2017				Dec 31, 2016
Cash flow hedges:
Net unrecognized after-tax loss on active hedges recorded in AOCI	$	(112	)		$	(118	)
Net unrecognized after-tax gain on terminated hedges recorded in AOCI (to be recognized in earnings through 2022)	18				26
Estimated portion of net after-tax gain (loss) on active and terminated hedges to be reclassified from AOCI into earnings during the next 12 months	(21		)		(4		)
Maximum time period over which BB&T has hedged a portion of the variability in future cash flows for forecasted transactions excluding those transactions relating to the payment of variable interest on existing instruments	5			yrs	6			yrs
Fair value hedges:
Unrecognized pre-tax net gain on terminated hedges (to be recognized as interest primarily through 2019)	$	150			$	169
Portion of pre-tax net gain on terminated hedges to be recognized as a change in interest during the next 12 months	52				56

Derivatives Credit Risk – Dealer Counterparties

Credit risk related to derivatives arises when amounts receivable from a counterparty exceed those payable to the same counterparty. The risk of loss is addressed by subjecting dealer counterparties to credit reviews and approvals similar 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 minimal limits.

Derivative contracts with dealer counterparties settle on a monthly, quarterly or semiannual basis, with daily movement of collateral between counterparties required within established netting agreements. BB&T only transacts with dealer counterparties with strong credit standings.

Derivatives Credit Risk – Central Clearing Parties

Certain derivatives are cleared through central clearing parties that require initial margin collateral, as well as collateral for trades in a net loss position. Initial margin collateral requirements are established by central clearing parties on varying bases, with such amounts generally designed to offset the risk of non-payment. Initial margin is generally calculated by applying the maximum loss experienced in value over a specified time horizon to the portfolio of existing trades. The central clearing party used for TBA transactions does not post variation margin to the bank.

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Dealer Counterparties:
Cash collateral received from dealer counterparties	$	85	$	123
Derivatives in a net gain position secured by that collateral	87		123
Unsecured positions in a net gain with dealer counterparties after collateral postings	3		4
Cash collateral posted to dealer counterparties	151		138
Derivatives in a net loss position secured by that collateral	153		144
Additional collateral that would have been posted had BB&T's credit ratings dropped below investment grade	2		8
Central Clearing Parties:
Cash collateral, including initial margin, posted to central clearing parties	261		313
Derivatives in a net loss position secured by that collateral	274		318
Securities pledged to central clearing parties	119		119

XML

Computation of EPS

3 Months Ended

Mar. 31, 2017

Earnings Per Share [Abstract]

Computation of EPS

Computation of EPS

Basic and diluted EPS calculations are presented in the following table:

	Three Months Ended March 31,
(Dollars in millions, except per share data, shares in thousands)	2017		2016
Net income available to common shareholders	$	378	$	527
Weighted average number of common shares	809,903		781,193
Effect of dilutive outstanding equity-based awards	12,816		8,983
Weighted average number of diluted common shares	822,719		790,176
Basic EPS	$	0.47	$	0.67
Diluted EPS	$	0.46	$	0.67
Anti-dilutive awards	295		10,711

XML

Operating Segments

3 Months Ended

Mar. 31, 2017

Segment Reporting [Abstract]

Operating Segments

Operating Segments

The financial information related to National Penn's operations was included in the Other, Treasury & Corporate segment from the date of acquisition until the systems conversion, which occurred during July 2016. The financial information for this acquisition is included in the respective segments after the conversions.

Segment Realignment

Effective January 2017, several business activities were realigned within the segments. First, certain client relationships with $218 million of loans and $2.0 billion of deposits were no longer included in Financial Services and are only reported in Community Banking as the result of client re-segmentation. Second, the Mortgage Warehouse Lending and Domestic Factoring businesses within Specialized Lending were moved to Residential Mortgage Banking and Other, Treasury and Corporate, respectively, to align with changes in the internal management structure. Third, the International division was restructured with components integrated into Community Banking and Financial Services from Other, Treasury and Corporate also to align with changes in the internal management structure. The segment information presented herein reflects the impact of the realignment.

Community Banking

Community Banking serves individual and business clients by offering a variety of loan and deposit products and other financial services. Community Banking is primarily responsible for serving client relationships and, therefore, is credited with certain revenue from the Residential Mortgage Banking, Financial Services, Insurance Holdings, Specialized Lending, and other segments, which is reflected in net referral fees.

Residential Mortgage Banking

Residential Mortgage Banking retains and services mortgage loans originated by BB&T as well as those purchased from various correspondent originators. Mortgage loan products include fixed and adjustable rate government and conventional loans for the purpose of constructing, purchasing or refinancing residential properties. Substantially all of the properties are owner occupied. BB&T generally retains the servicing rights to loans sold. Residential Mortgage Banking earns interest on loans held in the warehouse and portfolio, earns fee income from the origination and servicing of mortgage loans and recognizes gains or losses from the sale of mortgage loans. Residential Mortgage Banking also includes Mortgage Warehouse Lending which provides short-term lending solutions to finance first-lien residential mortgage LHFS by independent mortgage companies.

Dealer Financial Services

Dealer Financial Services originates loans to consumers on a prime and nonprime basis for the purchase of automobiles. Such loans are originated on an indirect basis through approved franchised and independent automobile dealers throughout the BB&T market area and nationally through Regional Acceptance Corporation. This segment also originates loans for the purchase of boats and recreational vehicles originated through dealers in BB&T’s market area. In addition, financing and servicing to dealers for their inventories is provided through a joint relationship between Dealer Financial Services and Community Banking.

Specialized Lending

Specialized Lending consists of BUs and subsidiaries that provide specialty finance products to consumers and businesses. The BUs include Sheffield Financial and Governmental Finance. Sheffield Financial is a dealer-based financer of small ticket equipment for both businesses and consumers. Governmental Finance provides tax-exempt financing to meet the capital project needs of local governments. Operating subsidiaries include BB&T Equipment Finance and BB&T Commercial Equipment Capital, which provide equipment leasing for large and small-to-middle market clients primarily within BB&T’s banking footprint; Prime Rate Premium Finance Corporation, which includes AFCO and CAFO, insurance premium finance BUs that provide funding to businesses in the United States and Canada and to consumers in certain markets within BB&T’s banking footprint; and Grandbridge, a full-service commercial mortgage banking lender providing loans on a national basis. Branch Bank clients as well as nonbank clients within and outside BB&T’s primary geographic market area are served by these BUs. The Community Banking and Financial Services segments receive credit for referrals to these BUs with the corresponding charge retained as part of Other, Treasury and Corporate in the accompanying tables.

Insurance Holdings

BB&T's insurance agency / brokerage network is the sixth largest in the world. Insurance Holdings provides property and casualty, employee benefits and life insurance to businesses and individuals. It also provides small business and corporate services, such as workers compensation and professional liability, as well as surety coverage and title insurance. Community Banking and Financial Services receive credit for insurance commissions on referred accounts, with the corresponding charge retained as part of Other, Treasury and Corporate in the accompanying tables.

Financial Services

Financial Services provides personal trust administration, estate planning, investment counseling, wealth management, asset management, corporate retirement services, corporate banking and corporate trust services. Financial Services also offers clients investment alternatives, including discount brokerage services, equities, fixed-rate and variable-rate annuities, mutual funds and governmental and municipal bonds through BB&T Investment Services, Inc.

Financial Services includes BB&T Securities, a full-service brokerage and investment banking firm that provides services in retail brokerage, equity and debt underwriting and investment advice and facilitates the origination, trading and distribution of fixed-income securities and equity products in both the public and private capital markets. BB&T Securities also has a public finance department that provides investment banking services, financial advisory services and municipal bond financing to a variety of regional taxable and tax-exempt issuers.

Financial Services includes a group of consolidated SBIC private equity and mezzanine investment funds that invest in privately owned middle-market operating companies to facilitate growth or ownership transition. Financial Services also includes the Corporate Banking Division that originates and services large corporate relationships, syndicated lending relationships and client derivatives. Community Banking receives an interoffice credit for referral fees, with the corresponding charge retained as part of Other, Treasury and Corporate in the accompanying tables. Also captured within the net intersegment interest income for Financial Services is the NIM for the loans and deposits associated with client relationships assigned to the Wealth Division that are housed in the Community Bank.

Other, Treasury and Corporate

Other, Treasury and Corporate is the combination of the Other segment that represents operating entities that do not meet the quantitative or qualitative thresholds for disclosure; BB&T’s Treasury function, which is responsible for the management of the securities portfolios, overall balance sheet funding and liquidity, and overall management of interest rate risk; the corporate support functions that have not been allocated to the business segments; certain merger-related charges or credits that are incurred as part of the acquisition and conversion of acquired entities; certain charges that are considered to be unusual in nature and not reflective of the normal operations of the segments; and intercompany eliminations including intersegment net referral fees and net intersegment interest income (expense).

The investment balances and results related to affordable housing investments are included in the Other, Treasury and Corporate segment. PCI loans from the Colonial acquisition and related net interest income are also included in this segment. Performance results of bank acquisitions prior to system conversion are typically reported in this segment and on a post-conversion date are reported in the Community Banking segment and other segments as applicable.

	Three Months Ended March 31,
	Community Banking					Residential Mortgage Banking						Dealer Financial Services						Specialized Lending
(Dollars in millions)	2017		2016			2017			2016			2017			2016			2017			2016
Net interest income (expense)	$	587	$	529		$	333		$	341		$	241		$	229		$	175		$	168
Net intersegment interest income (expense)	404		389			(222		)	(227		)	(45		)	(40		)	(74		)	(68		)
Segment net interest income	991		918			111			114			196			189			101			100
Allocated provision for credit losses	25		(10		)	5			10			95			76			16			19
Noninterest income	313		288			76			71			—			1			70			62
Intersegment net referral fees (expense)	38		32			—			—			—			—			—			—
Noninterest expense	435		422			74			78			41			35			69			62
Amortization of intangibles	18		19			—			—			—			—			3			1
Allocated corporate expenses	344		332			31			26			14			11			20			17
Income (loss) before income taxes	520		475			77			71			46			68			63			63
Provision (benefit) for income taxes	186		173			29			27			17			26			13			13
Segment net income (loss)	$	334	$	302		$	48		$	44		$	29		$	42		$	50		$	50
Identifiable assets (period end)	$	73,563	$	67,715		$	34,092		$	34,758		$	16,191		$	14,692		$	17,770		$	16,351
	Insurance Holdings					Financial Services						Other, Treasury & Corporate (1)						Total BB&T Corporation
	2017		2016			2017			2016			2017			2016			2017			2016
Net interest income (expense)	$	—	$	—		$	65		$	63		$	208		$	199		$	1,609		$	1,529
Net intersegment interest income (expense)	2		1			89			79			(154		)	(134		)	—			—
Segment net interest income	2		1			154			142			54			65			1,609			1,529
Allocated provision for credit losses	—		—			1			90			6			(1		)	148			184
Noninterest income	462		421			216			199			34			(26		)	1,171			1,016
Intersegment net referral fees (expense)	—		—			5			3			(43		)	(35		)	—			—
Noninterest expense	342		299			183			182			920			435			2,064			1,513
Amortization of intangibles	16		11			2			1			(1		)	—			38			32
Allocated corporate expenses	31		28			45			37			(485		)	(451		)	—			—
Income (loss) before income taxes	75		84			144			34			(395		)	21			530			816
Provision (benefit) for income taxes	28		31			53			13			(222		)	(37		)	104			246
Segment net income (loss)	$	47	$	53		$	91		$	21		$	(173	)	$	58		$	426		$	570
Identifiable assets (period end)	$	3,377	$	2,800		$	18,337		$	17,763		$	57,171		$	58,326		$	220,501		$	212,405

1) Includes financial data from business units below the quantitative and qualitative thresholds requiring disclosure.

XML

Basis of Presentation (Policy)

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Reclassifications

Reclassifications

Certain amounts reported in prior periods' consolidated financial statements have been reclassified to conform to the current presentation. Such reclassifications had no effect on previously reported cash flows, shareholders' equity or net income.

Use of Estimates in the Preparation of Financial Statements

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change include the determination of the ACL, determination of fair value for financial instruments, valuation of goodwill, intangible assets and other purchase accounting related adjustments, benefit plan obligations and expenses, and tax assets, liabilities and expense.

Changes in Accounting Principles and Effects of New Accounting Pronouncements

Changes in Accounting Principles and Effects of New Accounting Pronouncements

Standards Adopted During Current Period - BB&T adopted the following guidance effective January 1, 2017, none of which were material to the consolidated financial statements:

Stock Compensation - eliminated the concept of additional paid-in capital pools for equity-based awards and requires that the related excess tax benefits and tax deficiencies be recognized in earnings and classified as an operating activity in the statement of cash flows. The excess tax benefit for equity-based awards that vested or were exercised during the three months ended March 31, 2017 was $35 million. The guidance also allows entities to make a one-time policy election to account for forfeitures when they occur, which BB&T has elected to do. Additionally, to retain equity classification, the guidance permits tax withholding up to the maximum statutory tax rate instead of the minimum statutory tax rate. Cash paid in lieu of shares for tax withholding purposes is classified as a financing activity in the Statement of Cash Flows.

Investments - eliminated the requirement to retroactively adjust the financial statements when a change in ownership or influence causes an existing investment to qualify for the equity method of accounting. The guidance also requires the investor to add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting.

Derivatives and Hedging - clarified that an exercise contingency does not need to be evaluated to determine whether it relates to interest rates and credit risk in an embedded derivative analysis. An entity performing the assessment will be required to assess the embedded call or put options solely in accordance with the pre-existing decision sequence.

Business Combinations - provided clarification on the definition of a business and criteria to aid in the assessment of whether an integrated set of assets and activities constitutes a business.

Standards Not Yet Adopted- the adoption of the following guidance is not expected to be material to the consolidated financial statements unless otherwise specified:

Statement of Cash Flows - requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The adoption of this guidance will only affect the Consolidated Statements of Cash Flows. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.

Statement of Cash Flows - clarifies the classification within the statement of cash flows for certain transactions, including debt extinguishment costs, zero-coupon debt, contingent consideration related to business combinations, insurance proceeds, equity method distributions and beneficial interests in securitizations. The guidance also clarifies that cash flows with aspects of multiple classes of cash flows or that cannot be separated by source or use should be classified based on the activity that is likely to be the predominant source or use of cash flows for the item. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.

Liabilities - requires companies to recognize breakage on prepaid stored-value products in accordance with the recently issued guidance on Revenue from Contracts with Customers. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.

Revenue from Contracts with Customers - requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Because the guidance does not apply to revenue associated with financial instruments, including loans and securities, the new guidance is not expected to have a material impact on the components of the Consolidated Statement of Income most closely associated with financial instruments, including securities gains/losses and interest income. The Company is currently in the process of quantifying the potential impact of changes to the presentation and timing of certain items within noninterest income, and the related changes to disclosures that may be required. The Company has not identified material changes to noninterest income. The guidance is effective for interim and annual reporting periods beginning after December 15, 2017.

Financial Instruments - requires the majority of equity investments to be measured at fair value with changes in fair value recognized in net income, excluding equity investments that are consolidated or accounted for under the equity method of accounting. The new guidance allows equity investments without readily determinable fair values to be measured at cost minus impairment, with a qualitative assessment required to identify impairment. For financial instruments recorded at amortized cost, the new guidance requires public companies to use exit prices to measure the fair value for disclosure purposes, eliminates the disclosure requirements related to measurement assumptions and requires separate presentation of financial assets and liabilities based on form and measurement category. In addition, for liabilities measured at fair value under the fair value option, the changes in fair value due to changes in instrument-specific credit risk should be recognized in OCI. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.

Leases - requires lessees to recognize assets and liabilities related to certain operating leases on the balance sheet. The new guidance also requires additional disclosures by lessees and contains targeted changes to accounting by lessors. Upon adoption, the Company expects assets and liabilities will likely be materially higher; however, the Company is still in the process of determining the magnitude of the increases and its impact on the Consolidated Financial Statements. This guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years.

Credit Losses - replaces the incurred loss impairment methodology in current GAAP with an expected credit loss methodology and requires consideration of a broader range of information to determine credit loss estimates. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit deteriorated loans will receive an allowance account for expected credit losses at the acquisition date that represents a component of the purchase price allocation. For AFS debt securities where the fair value is less than cost, any credit impairment will be recorded through an allowance for expected credit losses. Upon adoption, the Company expects that the ACL will likely be materially higher; however, the Company is still in the process of determining the magnitude of the increase and its impact on the Consolidated Financial Statements. This guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years.

Intangibles—Goodwill and Other - simplifies the measurement of goodwill impairment. An entity will no longer perform a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment will be measured using the difference between the carrying amount and the fair value of the reporting unit. This guidance is effective for impairment tests in fiscal years beginning after December 15, 2019 and interim periods within those fiscal years.

Premium Amortization on Purchased Callable Debt Securities - shortens the amortization period for the premium to the earliest call date. This guidance would not require an accounting change for securities purchased at a discount. This guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years.

Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost - requires that the service cost component of net benefit costs of pension and postretirement benefit plans be reported in the same line item as other compensation costs in the Consolidated Statements of Income. The other components of net benefit cost will be required to be presented in a separate line item. The guidance also specifies that only the service cost component will be eligible for capitalization. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.

XML

Securities (Tables)

3 Months Ended

Mar. 31, 2017

Investments, Debt and Equity Securities [Abstract]

Summary of AFS Securities

	March 31, 2017
	Amortized Cost		Gross Unrealized				Fair Value
(Dollars in millions)			Gains		Losses
AFS securities:
U.S. Treasury	$	3,666	$	4	$	75	$	3,595
GSE	189		—		8		181
Agency MBS	20,793		11		566		20,238
States and political subdivisions	1,990		53		43		2,000
Non-agency MBS	430		214		—		644
Other	10		—		—		10
Total AFS securities	$	27,078	$	282	$	692	$	26,668
HTM securities:
U.S. Treasury	$	1,098	$	19	$	—	$	1,117
GSE	2,197		15		25		2,187
Agency MBS	14,771		40		186		14,625
States and political subdivisions	95		—		—		95
Other	48		3		—		51
Total HTM securities	$	18,209	$	77	$	211	$	18,075

	December 31, 2016
	Amortized Cost		Gross Unrealized				Fair Value
(Dollars in millions)			Gains		Losses
AFS securities:
U.S. Treasury	$	2,669	$	2	$	84	$	2,587
GSE	190		—		10		180
Agency MBS	21,819		13		568		21,264
States and political subdivisions	2,198		56		49		2,205
Non-agency MBS	446		233		—		679
Other	11		—		—		11
Total AFS securities	$	27,333	$	304	$	711	$	26,926
HTM securities:
U.S. Treasury	$	1,098	$	20	$	—	$	1,118
GSE	2,197		14		30		2,181
Agency MBS	13,225		40		180		13,085
States and political subdivisions	110		—		—		110
Other	50		2		—		52
Total HTM securities	$	16,680	$	76	$	210	$	16,546

Summary of HTM Securities

	March 31, 2017
	Amortized Cost		Gross Unrealized				Fair Value
(Dollars in millions)			Gains		Losses
AFS securities:
U.S. Treasury	$	3,666	$	4	$	75	$	3,595
GSE	189		—		8		181
Agency MBS	20,793		11		566		20,238
States and political subdivisions	1,990		53		43		2,000
Non-agency MBS	430		214		—		644
Other	10		—		—		10
Total AFS securities	$	27,078	$	282	$	692	$	26,668
HTM securities:
U.S. Treasury	$	1,098	$	19	$	—	$	1,117
GSE	2,197		15		25		2,187
Agency MBS	14,771		40		186		14,625
States and political subdivisions	95		—		—		95
Other	48		3		—		51
Total HTM securities	$	18,209	$	77	$	211	$	18,075

	December 31, 2016
	Amortized Cost		Gross Unrealized				Fair Value
(Dollars in millions)			Gains		Losses
AFS securities:
U.S. Treasury	$	2,669	$	2	$	84	$	2,587
GSE	190		—		10		180
Agency MBS	21,819		13		568		21,264
States and political subdivisions	2,198		56		49		2,205
Non-agency MBS	446		233		—		679
Other	11		—		—		11
Total AFS securities	$	27,333	$	304	$	711	$	26,926
HTM securities:
U.S. Treasury	$	1,098	$	20	$	—	$	1,118
GSE	2,197		14		30		2,181
Agency MBS	13,225		40		180		13,085
States and political subdivisions	110		—		—		110
Other	50		2		—		52
Total HTM securities	$	16,680	$	76	$	210	$	16,546

Schedule of Credit Losses on Securities with OTTI

The following table reflects changes in credit losses on securities with OTTI where a portion of the unrealized loss was recognized in OCI:

	Three Months Ended March 31,
(Dollars in millions)	2017			2016
Balance at beginning of period	$	21		$	42
Credit losses on securities with previously recognized OTTI	—			—
Reduction for securities sold/settled during the period	(1		)	(23		)
Credit recoveries through yield	—			(1		)
Balance at end of period	$	20		$	18

Schedule of Amortized Cost and Estimated Fair Value by Contractual Maturity

The amortized cost and estimated fair value of the securities portfolio by contractual maturity are shown in the following table. The expected life of MBS may differ from contractual maturities because borrowers have the right to prepay the underlying mortgage loans with or without prepayment penalties.

	March 31, 2017
	AFS				HTM
(Dollars in millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	274	$	273	$	—	$	—
Due after one year through five years	1,935		1,943		1,740		1,762
Due after five years through ten years	2,605		2,526		1,625		1,612
Due after ten years	22,264		21,926		14,844		14,701
Total debt securities	$	27,078	$	26,668	$	18,209	$	18,075

Schedule of Fair Values and Gross Unrealized Losses

The following tables present the fair values and gross unrealized losses of investments based on the length of time that individual securities have been in a continuous unrealized loss position:

	March 31, 2017
	Less than 12 months				12 months or more				Total
(Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
AFS securities:
U.S. Treasury securities	$	2,142	$	75	$	—	$	—	$	2,142	$	75
GSE	181		8		—		—		181		8
Agency MBS	14,363		343		5,006		223		19,369		566
States and political subdivisions	187		3		380		40		567		43
Total	$	16,873	$	429	$	5,386	$	263	$	22,259	$	692
HTM securities:
GSE	$	1,733	$	25	$	—	$	—	$	1,733	$	25
Agency MBS	8,042		184		285		2		8,327		186
Total	$	9,775	$	209	$	285	$	2	$	10,060	$	211

	December 31, 2016
	Less than 12 months				12 months or more				Total
(Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
AFS securities:
U.S. Treasury securities	$	2,014	$	84	$	—	$	—	$	2,014	$	84
GSE	180		10		—		—		180		10
Agency MBS	14,842		342		5,138		226		19,980		568
States and political subdivisions	365		7		314		42		679		49
Total	$	17,401	$	443	$	5,452	$	268	$	22,853	$	711
HTM securities:
GSE	$	1,762	$	30	$	—	$	—	$	1,762	$	30
Agency MBS	7,717		178		305		2		8,022		180
Total	$	9,479	$	208	$	305	$	2	$	9,784	$	210

XML

Loans and ACL (Tables)

3 Months Ended

Mar. 31, 2017

Receivables [Abstract]

Aging Analysis of Past Due Loans and Leases

The following tables present loans and leases HFI by aging category:

	March 31, 2017
	Accruing
(Dollars in millions)	Current		30-89 Days Past Due		90 Days Or More Past Due		Nonaccrual		Total
Commercial:
Commercial and industrial	$	51,241	$	22	$	—	$	344	$	51,607
CRE-income producing properties	14,727		11		—		43		14,781
CRE-construction and development	3,832		1		—		17		3,850
Dealer floor plan	1,460		—		—		7		1,467
Other lending subsidiaries	7,767		15		—		9		7,791
Retail:
Direct retail lending	11,849		55		7		66		11,977
Revolving credit	2,544		20		10		—		2,574
Residential mortgage-nonguaranteed	28,222		272		64		167		28,725
Residential mortgage-government guaranteed	418		129		374		5		926
Sales finance	10,503		51		5		6		10,565
Other lending subsidiaries	7,223		200		—		59		7,482
PCI	749		29		82		—		860
Total	$	140,535	$	805	$	542	$	723	$	142,605

	December 31, 2016
	Accruing
(Dollars in millions)	Current		30-89 Days Past Due		90 Days Or More Past Due		Nonaccrual		Total
Commercial:
Commercial and industrial	$	51,329	$	27	$	—	$	363	$	51,719
CRE-income producing properties	14,492		6		—		40		14,538
CRE-construction and development	3,800		2		—		17		3,819
Dealer floor plan	1,413		—		—		—		1,413
Other lending subsidiaries	7,660		21		—		10		7,691
Retail:
Direct retail lending	11,963		60		6		63		12,092
Revolving credit	2,620		23		12		—		2,655
Residential mortgage-nonguaranteed	28,378		393		79		172		29,022
Residential mortgage-government guaranteed	324		132		443		—		899
Sales finance	11,179		76		6		6		11,267
Other lending subsidiaries	6,931		301		—		65		7,297
PCI	784		36		90		—		910
Total	$	140,873	$	1,077	$	636	$	736	$	143,322

Schedule of Carrying Amounts by Risk Rating

The following tables present the carrying amount of loans by risk rating. PCI loans are excluded because their related ALLL is determined by loan pool performance:

	March 31, 2017
(Dollars in millions)	Commercial & Industrial		CRE - Income Producing Properties		CRE - Construction and Development		Dealer Floor Plan		Other Lending Subsidiaries
Commercial:
Pass	$	49,696	$	14,279	$	3,742	$	1,458	$	7,692
Special mention	459		134		49		—		50
Substandard - performing	1,108		325		42		2		40
Nonperforming	344		43		17		7		9
Total	$	51,607	$	14,781	$	3,850	$	1,467	$	7,791

	Direct Retail Lending		Revolving Credit		Residential Mortgage		Sales Finance		Other Lending Subsidiaries
Retail:
Performing	$	11,911	$	2,574	$	29,479	$	10,559	$	7,423
Nonperforming	66		—		172		6		59
Total	$	11,977	$	2,574	$	29,651	$	10,565	$	7,482

	December 31, 2016
(Dollars in millions)	Commercial & Industrial		CRE - Income Producing Properties		CRE - Construction and Development		Dealer Floor Plan		Other Lending Subsidiaries
Commercial:
Pass	$	49,921	$	14,061	$	3,718	$	1,404	$	7,604
Special mention	314		124		38		—		33
Substandard-performing	1,121		313		46		9		44
Nonperforming	363		40		17		—		10
Total	$	51,719	$	14,538	$	3,819	$	1,413	$	7,691

	Direct Retail Lending		Revolving Credit		Residential Mortgage		Sales Finance		Other Lending Subsidiaries
Retail:
Performing	$	12,029	$	2,655	$	29,749	$	11,261	$	7,232
Nonperforming	63		—		172		6		65
Total	$	12,092	$	2,655	$	29,921	$	11,267	$	7,297

Summary of Allowance for Credit Losses

The following tables present activity in the ACL for the periods presented:

	Three Months Ended March 31, 2017
(Dollars in millions)	Beginning Balance		Charge-Offs			Recoveries		Provision (Benefit)			Ending Balance
Commercial:
Commercial and industrial	$	500	$	(29	)	$	6	$	13		$	490
CRE-income producing properties	117		(1		)	4		(4		)	116
CRE-construction and development	25		—			2		(5		)	22
Dealer floor plan	11		—			—		—			11
Other lending subsidiaries	29		(5		)	1		11			36
Retail:
Direct retail lending	103		(14		)	6		7			102
Revolving credit	106		(21		)	5		13			103
Residential mortgage-nonguaranteed	186		(11		)	—		7			182
Residential mortgage-government guaranteed	41		(1		)	—		1			41
Sales finance	38		(9		)	4		9			42
Other lending subsidiaries	289		(98		)	13		92			296
PCI	44		—			—		2			46
ALLL	1,489		(189		)	41		146			1,487
RUFC	110		—			—		2			112
ACL	$	1,599	$	(189	)	$	41	$	148		$	1,599

	Three Months Ended March 31, 2016
(Dollars in millions)	Beginning Balance		Charge-Offs			Recoveries		Provision (Benefit)			Ending Balance
Commercial:
Commercial and industrial	$	466	$	(56	)	$	12	$	77		$	499
CRE-income producing properties	135		(2		)	3		(11		)	125
CRE-construction and development	37		—			1		(6		)	32
Dealer floor plan	8		—			—		2			10
Other lending subsidiaries	22		(8		)	2		10			26
Retail:
Direct retail lending	105		(13		)	7		4			103
Revolving credit	104		(19		)	5		10			100
Residential mortgage-nonguaranteed	194		(7		)	1		9			197
Residential mortgage-government guaranteed	23		(1		)	—		2			24
Sales finance	40		(8		)	3		4			39
Other lending subsidiaries	265		(84		)	10		79			270
PCI	61		—			—		2			63
ALLL	1,460		(198		)	44		182			1,488
RUFC	90		—			—		2			92
ACL	$	1,550	$	(198	)	$	44	$	184		$	1,580

Summary Of Loans Collectively Evaluated For Impairment

The following table provides a summary of loans that are collectively evaluated for impairment:

	March 31, 2017				December 31, 2016
(Dollars in millions)	Recorded Investment		Related ALLL		Recorded Investment		Related ALLL
Commercial:
Commercial and industrial	$	51,168	$	449	$	51,253	$	463
CRE-income producing properties	14,698		111		14,455		112
CRE-construction and development	3,819		20		3,787		21
Dealer floor plan	1,460		11		1,413		11
Other lending subsidiaries	7,780		35		7,678		28
Retail:
Direct retail lending	11,897		93		12,011		93
Revolving credit	2,545		92		2,626		95
Residential mortgage-nonguaranteed	28,152		132		28,488		136
Residential mortgage-government guaranteed	499		8		466		8
Sales finance	10,550		41		11,251		37
Other lending subsidiaries	7,236		254		7,057		249
PCI	860		46		910		44
Total	$	140,664	$	1,292	$	141,395	$	1,297

Schedule of Information Regarding Impaired Loans

The following tables set forth certain information regarding impaired loans, excluding PCI and LHFS, that were individually evaluated for impairment:

	As of / For The Three Months Ended March 31, 2017
(Dollars in millions)	Recorded Investment		UPB		Related ALLL		Average Recorded Investment		Interest Income Recognized
With no related ALLL recorded:
Commercial:
Commercial and industrial	$	189	$	213	$	—	$	201	$	—
CRE-income producing properties	28		33		—		28		—
CRE-construction and development	14		15		—		12		—
Dealer floor plan	7		7		—		6		—
Other lending subsidiaries	4		6		—		4		—
Retail:
Direct retail lending	13		37		—		13		—
Residential mortgage-nonguaranteed	104		156		—		102		1
Residential mortgage-government guaranteed	3		4		—		3		—
Sales finance	1		2		—		1		—
Other lending subsidiaries	4		9		—		4		—
With an ALLL recorded:
Commercial:
Commercial and industrial	250		258		41		267		1
CRE-income producing properties	55		55		5		55		—
CRE-construction and development	17		17		2		20		—
Dealer floor plan	—		—		—		—		—
Other lending subsidiaries	7		8		1		7		—
Retail:
Direct retail lending	67		68		9		68		1
Revolving credit	29		29		11		29		—
Residential mortgage-nonguaranteed	469		477		50		457		5
Residential mortgage-government guaranteed	424		424		33		423		4
Sales finance	14		14		1		15		—
Other lending subsidiaries	242		243		42		239		9
Total	$	1,941	$	2,075	$	195	$	1,954	$	21

	As of / For The Year Ended December 31, 2016
(Dollars in millions)	Recorded Investment		UPB		Related ALLL		Average Recorded Investment		Interest Income Recognized
With no related ALLL recorded:
Commercial:
Commercial and industrial	$	201	$	225	$	—	$	217	$	1
CRE-income producing properties	25		27		—		16		—
CRE-construction and development	10		11		—		8		—
Dealer floor plan	—		—		—		—		—
Other lending subsidiaries	4		6		—		6		—
Retail:
Direct retail lending	13		38		—		12		1
Residential mortgage-nonguaranteed	94		141		—		97		4
Residential mortgage-government guaranteed	3		3		—		3		—
Sales finance	1		2		—		1		—
Other lending subsidiaries	4		9		—		4		—
With an ALLL recorded:
Commercial:
Commercial and industrial	265		269		37		259		5
CRE-income producing properties	58		61		5		68		2
CRE-construction and development	22		22		4		22		1
Dealer floor plan	—		—		—		—		—
Other lending subsidiaries	9		9		1		5		—
Retail:
Direct retail lending	68		69		10		71		4
Revolving credit	29		29		11		31		1
Residential mortgage-nonguaranteed	440		451		50		383		16
Residential mortgage-government guaranteed	430		431		33		360		14
Sales finance	15		15		1		16		1
Other lending subsidiaries	236		239		40		206		32
Total	$	1,927	$	2,057	$	192	$	1,785	$	82

Schedule of Performing and Nonperforming TDRs

Trial modifications are excluded from the following disclosures because the specific types and amounts of concessions offered to borrowers frequently change between the trial modification and the permanent modification. The following table presents a summary of TDRs, all of which are considered impaired:

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Performing TDRs:
Commercial:
Commercial and industrial	$	48	$	55
CRE-income producing properties	14		16
CRE-construction and development	11		9
Direct retail lending	65		67
Revolving credit	29		29
Residential mortgage-nonguaranteed	327		332
Residential mortgage-government guaranteed	412		420
Sales finance	15		16
Other lending subsidiaries	232		226
Total performing TDRs	1,153		1,170
Nonperforming TDRs (also included in NPL disclosures)	214		183
Total TDRs	$	1,367	$	1,353
ALLL attributable to TDRs	$	145	$	146

Summary Of Reason For Classification As TDRs

The following table summarizes the primary reason loan modifications were classified as TDRs and includes newly designated TDRs as well as modifications made to existing TDRs. Balances represent the recorded investment at the end of the quarter in which the modification was made. Rate modifications include TDRs made with below market interest rates that also include modifications of loan structures.

	Three Months Ended March 31,
	2017						2016
	Types of Modifications				Impact To ALLL		Types of Modifications				Impact To ALLL
(Dollars in millions)	Rate		Structure				Rate		Structure
Commercial:
Commercial and industrial	$	25	$	38	$	1	$	62	$	9	$	1
CRE-income producing properties	5		1		—		8		7		—
CRE-construction and development	3		3		—		3		—		—
Retail:
Direct retail lending	4		1		—		4		1		—
Revolving credit	6		—		1		5		—		1
Residential mortgage-nonguaranteed	47		6		3		17		8		1
Residential mortgage-government guaranteed	98		—		3		39		—		2
Sales finance	—		2		—		—		2		—
Other lending subsidiaries	41		—		4		32		—		5

Schedule of Changes in Carrying Value and Accretable Yield of PCI Loans

Changes in the carrying value and accretable yield of PCI loans are presented in the following table:

	Three Months Ended March 31, 2017												Year Ended December 31, 2016
	Purchased Impaired						Purchased Nonimpaired						Purchased Impaired						Purchased Nonimpaired
(Dollars in millions)	Accretable Yield			Carrying Value			Accretable Yield			Carrying Value			Accretable Yield			Carrying Value			Accretable Yield			Carrying Value
Balance at beginning of period	$	253		$	614		$	155		$	296		$	189		$	700		$	176		$	422
Additions	—			—			—			—			36			124			—			—
Accretion	(26		)	26			(16		)	16			(134		)	134			(73		)	73
Payments received, net	—			(60		)	—			(32		)	—			(344		)	—			(199		)
Other, net	(24		)	—			8			—			162			—			52			—
Balance at end of period	$	203		$	580		$	147		$	280		$	253		$	614		$	155		$	296
Outstanding UPB at end of period				$	854					$	397					$	910					$	423

Selected Information About Loans and Leases

The following table presents additional information about BB&T's loans and leases:

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Unearned income, discounts and net deferred loan fees and costs, excluding PCI	$	332	$	396
Residential mortgage loans in process of foreclosure	358		366

XML

Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in Carrying Amounts of Goodwill Attributable to Operating Segments

The changes in the carrying amount of goodwill attributable to operating segments are reflected in the table below:

(Dollars in millions)	Community Banking			Residential Mortgage Banking			Dealer Financial Services		Specialized Lending			Insurance Holdings			Financial Services		Total
Goodwill, January 1, 2017	$	7,032		$	416		$	111	$	113		$	1,752		$	214	$	9,638
Other adjustments	(12		)	(1		)	—		(2		)	(5		)	—		(20		)
Goodwill, March 31, 2017	$	7,020		$	415		$	111	$	111		$	1,747		$	214	$	9,618

Identifiable Intangible Assets Subject to Amortization

The following table presents information for identifiable intangible assets subject to amortization:

	March 31, 2017							December 31, 2016
(Dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
CDI	$	970	$	(728	)	$	242	$	970	$	(710	)	$	260
Other, primarily customer relationship intangibles	1,417		(841		)	576		1,415		(821		)	594
Total	$	2,387	$	(1,569	)	$	818	$	2,385	$	(1,531	)	$	854

XML

Loan Servicing (Tables)

3 Months Ended

Mar. 31, 2017

Transfers and Servicing [Abstract]

Summary of Residential Mortgage Banking Activities

The following tables summarize residential mortgage banking activities:

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
UPB of residential mortgage and home equity loan servicing portfolio	$	121,251	$	121,639
UPB of residential mortgage loans serviced for others (primarily agency conforming fixed rate)	90,855		90,325
Mortgage loans sold with recourse	557		578
Maximum recourse exposure from mortgage loans sold with recourse liability	277		282
Indemnification, recourse and repurchase reserves	38		40

Loan Servicing Activity and Data

	As of / For The Three Months Ended March 31,
(Dollars in millions)	2017			2016
UPB of residential mortgage loans sold from LHFS	$	3,579		$	2,490
Pre-tax gains recognized on mortgage loans sold and held for sale	31			24
Servicing fees recognized from mortgage loans serviced for others	68			67
Approximate weighted average servicing fee on the outstanding balance of residential mortgage loans serviced for others	0.28		%	0.28		%
Weighted average interest rate on mortgage loans serviced for others	4.01			4.11

Analysis of Activity in Residential MSRs

	Three Months Ended March 31,
(Dollars in millions)	2017			2016
Residential MSRs, carrying value, beginning of period	$	915		$	880
Additions	38			22
Change in fair value due to changes in valuation inputs or assumptions:
Prepayment speeds	17			(136		)
OAS	—			9
Servicing costs	9			—
Realization of expected net servicing cash flows, passage of time and other	(33		)	(32		)
Residential MSRs, carrying value, end of period	$	946		$	743
Gains (losses) on derivative financial instruments used to mitigate the income statement effect of changes in residential MSR fair value	$	(20	)	$	137

Residential MSRs Sensitivity

The sensitivity of the fair value of the residential MSRs to changes in key assumptions is included in the accompanying table:

	March 31, 2017							December 31, 2016
	Range				Weighted Average			Range				Weighted Average
(Dollars in millions)	Min		Max					Min		Max
Prepayment speed	7.2	%	8.0	%	7.9		%	7.5	%	8.4	%	8.1		%
Effect on fair value of a 10% increase					$	(27	)					$	(28	)
Effect on fair value of a 20% increase					(53		)					(54		)
OAS	9.7	%	10.6	%	10.0		%	9.8	%	10.2	%	10.0		%
Effect on fair value of a 10% increase					$	(34	)					$	(33	)
Effect on fair value of a 20% increase					(65		)					(64		)
Composition of loans serviced for others:
Fixed-rate residential mortgage loans					99.1		%					99.1		%
Adjustable-rate residential mortgage loans					0.9							0.9
Total					100.0		%					100.0		%
Weighted average life (in years)					7.2							7.0

Summary of Commercial Mortgage Banking Activities

The following table summarizes commercial mortgage banking activities for the periods presented:

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
UPB of CRE mortgages serviced for others	$	29,289	$	29,333
CRE mortgages serviced for others covered by recourse provisions	4,528		4,240
Maximum recourse exposure from CRE mortgages sold with recourse liability	1,296		1,272
Recorded reserves related to recourse exposure	7		7
CRE mortgages originated during the year-to-date period	1,597		7,145
Commercial MSRs at fair value	142		137

XML

Deposits (Tables)

3 Months Ended

Mar. 31, 2017

Deposits [Abstract]

Summary of Deposits

A summary of deposits is presented in the accompanying table:

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Noninterest-bearing deposits	$	53,262	$	50,697
Interest checking	29,472		30,263
Money market and savings	64,860		64,883
Time deposits	13,739		14,391
Total deposits	$	161,333	$	160,234
Time deposits $100,000 and greater	$	5,116	$	5,394
Time deposits $250,000 and greater	2,108		2,179

XML

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

The following table reflects the carrying amounts at March 31, 2017 and December 31, 2016, and the related maturity dates, contractual rate and effective interest rates at March 31, 2017:

				Stated Rate				Effective Rate
(Dollars in millions)	Maturity			Min		Max				Mar 31, 2017		Dec 31, 2016
BB&T Corporation
Fixed rate senior notes	2017	to	2024	1.45	%	6.85	%	2.50	%	$	7,832	$	7,600
Floating rate senior notes	2018		2022	1.69		1.99		1.80		2,247		1,898
Fixed rate subordinated notes	2017		2022	3.95		5.25		1.66		1,324		1,338
Branch Bank
Fixed rate senior notes	2017		2022	1.35		2.85		2.20		5,585		4,209
Floating rate senior notes	2019		2020	1.48		1.56		1.59		849		250
Fixed rate subordinated notes	2025		2026	3.63		3.80		3.55		2,125		2,138
Floating rate subordinated notes	2017			1.35		1.35		1.36		262		262
FHLB advances (7.0 years weighted average maturity at 3/31/17)	2017		2034	—		6.38		1.33		1,260		4,118
Other long-term debt										151		152
Total long-term debt										$	21,635	$	21,965

XML

Shareholders' Equity (Tables)

3 Months Ended

Mar. 31, 2017

Equity [Abstract]

Restricted Shares and RSUs Activity Roll Forward

(Shares in thousands)	Restricted Shares/Units		Wtd. Avg. Grant Date Fair Value
Nonvested at January 1, 2017	13,516		$	29.39
Granted	3,876		42.90
Vested	(3,608	)	26.85
Forfeited	(121	)	32.58
Nonvested at March 31, 2017	13,663		33.87
Expected to vest at March 31, 2017	12,663		33.87

XML

AOCI (Tables)

3 Months Ended

Mar. 31, 2017

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Changes in AOCI

	Three Months Ended March 31, 2017
(Dollars in millions)	Unrecognized Net Pension and Postretirement Costs			Unrealized Net Gains (Losses) on Cash Flow Hedges			Unrealized Net Gains (Losses) on AFS Securities			Other, net			Total
AOCI balance, January 1, 2017	$	(764	)	$	(92	)	$	(259	)	$	(17	)	$	(1,132	)
OCI before reclassifications, net of tax	(2		)	3			(1		)	1			1
Amounts reclassified from AOCI:
Personnel expense	17			—			—			—			17
Interest income	—			—			(1		)	1			—
Interest expense	—			(8		)	—			—			(8		)
Securities (gains) losses, net	—			—			—			—			—
Total before income taxes	17			(8		)	(1		)	1			9
Less: Income taxes	6			(3		)	—			—			3
Net of income taxes	11			(5		)	(1		)	1			6
Net change in AOCI	9			(2		)	(2		)	2			7
AOCI balance, March 31, 2017	$	(755	)	$	(94	)	$	(261	)	$	(15	)	$	(1,125	)

	Three Months Ended March 31, 2016
(Dollars in millions)	Unrecognized Net Pension and Postretirement Costs			Unrealized Net Gains (Losses) on Cash Flow Hedges			Unrealized Net Gains (Losses) on AFS Securities			FDIC's Share of Unrealized (Gains) Losses on AFS Securities			Other, net			Total
AOCI balance, January 1, 2016	$	(723	)	$	(83	)	$	(34	)	$	(169	)	$	(19	)	$	(1,028	)
OCI before reclassifications, net of tax	—			(126		)	242			5			2			123
Amounts reclassified from AOCI:
Personnel expense	17			—			—			—			—			17
Interest income	—			—			(27		)	—			1			(26		)
Interest expense	—			17			—			—			—			17
FDIC loss share income, net	—			—			—			16			—			16
Securities (gains) losses, net	—			—			(45		)	—			—			(45		)
Total before income taxes	17			17			(72		)	16			1			(21		)
Less: Income taxes	6			6			(27		)	6			—			(9		)
Net of income taxes	11			11			(45		)	10			1			(12		)
Net change in AOCI	11			(115		)	197			15			3			111
AOCI balance, March 31, 2016	$	(712	)	$	(198	)	$	163		$	(154	)	$	(16	)	$	(917	)

XML

Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2017

Compensation and Retirement Disclosure [Abstract]

Components of Net Periodic Benefit Cost

	Three Months Ended March 31,
	Qualified Plans						Nonqualified Plans
(Dollars in millions)	2017			2016			2017		2016
Service cost	$	49		$	42		$	3	$	3
Interest cost	44			40			5		5
Estimated return on plan assets	(93		)	(81		)	—		—
Amortization and other	17			17			3		3
Net periodic benefit cost	$	17		$	18		$	11	$	11

XML

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule of Commitments and Contingencies

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Letters of credit	$	2,788	$	2,786
Carrying amount of the liability for letters of credit	25		27
Investments in affordable housing and historic building rehabilitation projects:
Carrying amount	1,953		1,719
Amount of future funding commitments included in carrying amount	963		738
Lending exposure	562		495
Tax credits subject to recapture	407		413
Private equity investments	413		362
Future funding commitments to private equity investments	143		197

Pledged Assets

The following table provides the total carrying amount of pledged assets by asset type, of which the majority are pursuant to agreements that do not permit the other party to sell or repledge the collateral. Assets related to employee benefit plans have been excluded from the following table.

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Pledged securities	$	17,355	$	15,549
Pledged loans	73,087		75,015

XML

Fair Value Disclosures (Tables)

3 Months Ended

Mar. 31, 2017

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

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

	March 31, 2017
(Dollars in millions)	Total		Level 1		Level 2		Level 3
Assets:
Trading securities	$	1,392	$	332	$	1,060	$	—
AFS securities:
U.S. Treasury	3,595		—		3,595		—
GSE	181		—		181		—
Agency MBS	20,238		—		20,238		—
States and political subdivisions	2,000		—		2,000		—
Non-agency MBS	644		—		164		480
Other	10		7		3		—
LHFS	1,291		—		1,291		—
MSRs	1,088		—		—		1,088
Derivative assets:
Interest rate contracts	621		—		609		12
Foreign exchange contracts	3		—		3		—
Private equity investments	400		—		—		400
Total assets	$	31,463	$	339	$	29,144	$	1,980
Liabilities:
Derivative liabilities:
Interest rate contracts	$	850	$	—	$	848	$	2
Foreign exchange contracts	4		—		4		—
Securities sold short	244		—		244		—
Total liabilities	$	1,098	$	—	$	1,096	$	2

	December 31, 2016
(Dollars in millions)	Total		Level 1		Level 2		Level 3
Assets:
Trading securities	$	748	$	324	$	424	$	—
AFS securities:
U.S. Treasury	2,587		—		2,587		—
GSE	180		—		180		—
Agency MBS	21,264		—		21,264		—
States and political subdivisions	2,205		—		2,205		—
Non-agency MBS	679		—		172		507
Other	11		8		3		—
LHFS	1,716		—		1,716		—
MSRs	1,052		—		—		1,052
Derivative assets:
Interest rate contracts	814		—		807		7
Foreign exchange contracts	8		—		8		—
Private equity investments	362		—		—		362
Total assets	$	31,626	$	332	$	29,366	$	1,928
Liabilities:
Derivative liabilities:
Interest rate contracts	$	998	$	—	$	978	$	20
Foreign exchange contracts	5		—		5		—
Securities sold short	137		—		137		—
Total liabilities	$	1,140	$	—	$	1,120	$	20

Rollforward of Level 3 Assets and Liabilities

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

	Three Months Ended March 31, 2017
(Dollars in millions)	Non-agency MBS			MSRs			Net Derivatives			Private Equity Investments
Balance at January 1, 2017	$	507		$	1,052		$	(13	)	$	362
Total realized and unrealized gains (losses):
Included in earnings:
Interest income	9			—			—			—
Mortgage banking income	—			37			(4		)	—
Other noninterest income	—			—			—			5
Included in unrealized net holding gains (losses) in OCI	(18		)	—			—			—
Purchases	—			—			—			68
Issuances	—			38			15			—
Sales	—			—			—			(18		)
Settlements	(18		)	(39		)	12			(4		)
Transfers out of Level 3	—			—			—			(13		)
Balance at March 31, 2017	$	480		$	1,088		$	10		$	400
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held at March 31, 2017	$	8		$	37		$	9		$	2

	Three Months Ended March 31, 2016
(Dollars in millions)	Non-agency MBS			MSRs			Net Derivatives			Private Equity Investments
Balance at January 1, 2016	$	626		$	880		$	4		$	289
Total realized and unrealized gains (losses):
Included in earnings:
Interest income	15			—			—			—
Mortgage banking income	—			(127		)	32			—
Other noninterest income	—			—			—			3
Included in unrealized net holding gains (losses) in OCI	(20		)	—			—			—
Purchases	—			—			—			19
Issuances	—			22			40			—
Sales	—			—			—			(8		)
Settlements	(21		)	(38		)	(55		)	(2		)
Adoption of fair value option for commercial MSRs	—			123			—			—
Balance at March 31, 2016	$	600		$	860		$	21		$	301
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held at March 31, 2016	$	15		$	(127	)	$	21		$	2

Fair Value and UPB of LHFS

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

	March 31, 2017						December 31, 2016
(Dollars in millions)	Fair Value		Aggregate UPB		Difference		Fair Value		Aggregate UPB		Difference
LHFS reported at fair value	$	1,291	$	1,270	$	21	$	1,716	$	1,736	$	(20	)

Assets Measured at Fair Value on a Nonrecurring Basis

The following table provides information about certain assets measured at fair value on a nonrecurring basis, which are primarily collateral dependent and may be subject to liquidity adjustments. The carrying values represent end of period values, which approximate the fair value measurements that occurred on the various measurement dates throughout the period. The valuation adjustments represent the amounts recorded during the period regardless of whether the asset is still held at period end. These assets are considered to be Level 3 assets (excludes PCI).

	As Of / For the Year-To-Date Period Ended
	March 31, 2017						March 31, 2016
(Dollars in millions)	Carrying Value		Valuation Adjustments				Carrying Value		Valuation Adjustments
Impaired loans	$	255		$	(8	)	$	329		$	(38	)
Foreclosed real estate	49			(66		)	66			(54		)

Carrying Amounts and Fair Value of Financial Assets and Liabilities Not Recorded at Fair Value

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

	March 31, 2017
(Dollars in millions)	Carrying Amount		Total Fair Value		Level 2		Level 3
Financial assets:
HTM securities	$	18,209	$	18,075	$	18,075	$	—
Loans and leases HFI, net of ALLL	141,118		141,013		—		141,013
Financial liabilities:
Deposits	161,333		161,446		161,446		—
Long-term debt	21,635		21,815		21,815		—

	December 31, 2016
(Dollars in millions)	Carrying Amount		Total Fair Value		Level 2		Level 3
Financial assets:
HTM securities	$	16,680	$	16,546	$	16,546	$	—
Loans and leases HFI, net of ALLL	141,833		142,044		—		142,044
Financial liabilities:
Deposits	160,234		160,403		160,403		—
Long-term debt	21,965		22,423		22,423		—

Selected Information Pertaining to Off-Balance Sheet Financial Instruments

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

	March 31, 2017				December 31, 2016
(Dollars in millions)	Notional/Contract Amount		Fair Value		Notional/Contract Amount		Fair Value
Commitments to extend, originate or purchase credit	$	65,134	$	265	$	64,395	$	250
Residential mortgage loans sold with recourse	557		6		578		7
Other loans sold with recourse	4,528		7		4,240		7
Letters of credit	2,788		25		2,786		27

XML

Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments

The following table presents the notional amount and estimated fair value of derivative instruments:

		March 31, 2017								December 31, 2016
	Hedged Item or Transaction	Notional Amount		Fair Value						Notional Amount		Fair Value
(Dollars in millions)				Gain			Loss					Gain			Loss
Cash flow hedges:
Interest rate contracts:
Pay fixed swaps	3 mo. LIBOR funding	$	7,050	$	—		$	(178	)	$	7,050	$	—		$	(187	)
Fair value hedges:
Interest rate contracts:
Receive fixed swaps	Long-term debt	14,307		174			(120		)	12,099		202			(100		)
Options	Long-term debt	4,770		—			(1		)	2,790		—			(1		)
Pay fixed swaps	Commercial loans	359		4			(1		)	346		4			(2		)
Pay fixed swaps	Municipal securities	231		—			(80		)	231		—			(83		)
Total		19,667		178			(202		)	15,466		206			(186		)
Not designated as hedges:
Client-related and other risk management:
Interest rate contracts:
Receive fixed swaps		10,162		201			(52		)	9,989		235			(44		)
Pay fixed swaps		10,401		50			(216		)	10,263		43			(252		)
Other swaps		1,083		2			(3		)	1,086		2			(5		)
Other		616		2			(2		)	709		2			(2		)
Forward commitments		5,731		11			(12		)	5,972		29			(28		)
Foreign exchange contracts		602		3			(4		)	669		8			(5		)
Total		28,595		269			(289		)	28,688		319			(336		)
Mortgage banking:
Interest rate contracts:
Interest rate lock commitments		1,695		12			(2		)	2,219		7			(20		)
When issued securities, forward rate agreements and forward commitments		2,510		6			(14		)	3,657		51			(14		)
Other		564		1			(1		)	449		2			(1		)
Total		4,769		19			(17		)	6,325		60			(35		)
MSRs:
Interest rate contracts:
Receive fixed swaps		4,209		12			(156		)	5,034		18			(236		)
Pay fixed swaps		3,966		37			(9		)	3,768		56			(7		)
Options		5,450		103			(3		)	5,710		160			(8		)
When issued securities, forward rate agreements and forward commitments		2,479		6			—			3,210		3			(8		)
Other		23		—			—			—		—			—
Total		16,127		158			(168		)	17,722		237			(259		)
Total derivatives not designated as hedges		49,491		446			(474		)	52,735		616			(630		)
Total derivatives		$	76,208	624			(854		)	$	75,251	822			(1,003		)
Gross amounts not offset in the Consolidated Balance Sheets:
Amounts subject to master netting arrangements not offset due to policy election				(358		)	358					(443		)	443
Cash collateral (received) posted				(83		)	410					(119		)	450
Net amount				$	183		$	(86	)			$	260		$	(110	)

The Effect of Derivative Instruments on the Consolidated Statements of Income

The following table presents the effect of hedging derivative instruments on the consolidated statements of income:

	Three Months Ended March 31,
	Effective Portion
	Pre-tax Gain (Loss) Recognized in OCI					Location of Amounts Reclassified from AOCI into Income	Pre-tax Gain (Loss) Reclassified from AOCI into Income
(Dollars in millions)	2017		2016				2017			2016
Cash flow hedges:
Interest rate contracts	$	4	$	(200	)	Total interest expense	$	8		$	(17	)
							Pre-tax Gain (Loss) Recognized in Income
						Location of Amounts Recognized in Income
							2017			2016
							(Dollars in millions)
Fair value hedges:
Interest rate contracts						Total interest income	$	(4	)	$	(4	)
Interest rate contracts						Total interest expense	46			60
Total							$	42		$	56
Not designated as hedges:
Client-related and other risk management:
Interest rate contracts						Other noninterest income	$	11		$	(1	)
Foreign exchange contracts						Other noninterest income	(2		)	(8		)
Mortgage banking:
Interest rate contracts						Mortgage banking income	(15		)	(6		)
MSRs:
Interest rate contracts						Mortgage banking income	(20		)	143
Total							$	(26	)	$	128

Deferred Gains and Losses from Hedges

The following table presents information about BB&T's cash flow and fair value hedges:

(Dollars in millions)	Mar 31, 2017				Dec 31, 2016
Cash flow hedges:
Net unrecognized after-tax loss on active hedges recorded in AOCI	$	(112	)		$	(118	)
Net unrecognized after-tax gain on terminated hedges recorded in AOCI (to be recognized in earnings through 2022)	18				26
Estimated portion of net after-tax gain (loss) on active and terminated hedges to be reclassified from AOCI into earnings during the next 12 months	(21		)		(4		)
Maximum time period over which BB&T has hedged a portion of the variability in future cash flows for forecasted transactions excluding those transactions relating to the payment of variable interest on existing instruments	5			yrs	6			yrs
Fair value hedges:
Unrecognized pre-tax net gain on terminated hedges (to be recognized as interest primarily through 2019)	$	150			$	169
Portion of pre-tax net gain on terminated hedges to be recognized as a change in interest during the next 12 months	52				56

Schedule of Derivative Instruments Summary of Collateral Positions with Counterparties

(Dollars in millions)	Mar 31, 2017		Dec 31, 2016
Dealer Counterparties:
Cash collateral received from dealer counterparties	$	85	$	123
Derivatives in a net gain position secured by that collateral	87		123
Unsecured positions in a net gain with dealer counterparties after collateral postings	3		4
Cash collateral posted to dealer counterparties	151		138
Derivatives in a net loss position secured by that collateral	153		144
Additional collateral that would have been posted had BB&T's credit ratings dropped below investment grade	2		8
Central Clearing Parties:
Cash collateral, including initial margin, posted to central clearing parties	261		313
Derivatives in a net loss position secured by that collateral	274		318
Securities pledged to central clearing parties	119		119

XML

Computation of EPS (Tables)

3 Months Ended

Mar. 31, 2017

Earnings Per Share [Abstract]

Schedule of Basic and Diluted EPS

Basic and diluted EPS calculations are presented in the following table:

	Three Months Ended March 31,
(Dollars in millions, except per share data, shares in thousands)	2017		2016
Net income available to common shareholders	$	378	$	527
Weighted average number of common shares	809,903		781,193
Effect of dilutive outstanding equity-based awards	12,816		8,983
Weighted average number of diluted common shares	822,719		790,176
Basic EPS	$	0.47	$	0.67
Diluted EPS	$	0.46	$	0.67
Anti-dilutive awards	295		10,711

XML

Operating Segments (Tables)

3 Months Ended

Mar. 31, 2017

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

	Three Months Ended March 31,
	Community Banking					Residential Mortgage Banking						Dealer Financial Services						Specialized Lending
(Dollars in millions)	2017		2016			2017			2016			2017			2016			2017			2016
Net interest income (expense)	$	587	$	529		$	333		$	341		$	241		$	229		$	175		$	168
Net intersegment interest income (expense)	404		389			(222		)	(227		)	(45		)	(40		)	(74		)	(68		)
Segment net interest income	991		918			111			114			196			189			101			100
Allocated provision for credit losses	25		(10		)	5			10			95			76			16			19
Noninterest income	313		288			76			71			—			1			70			62
Intersegment net referral fees (expense)	38		32			—			—			—			—			—			—
Noninterest expense	435		422			74			78			41			35			69			62
Amortization of intangibles	18		19			—			—			—			—			3			1
Allocated corporate expenses	344		332			31			26			14			11			20			17
Income (loss) before income taxes	520		475			77			71			46			68			63			63
Provision (benefit) for income taxes	186		173			29			27			17			26			13			13
Segment net income (loss)	$	334	$	302		$	48		$	44		$	29		$	42		$	50		$	50
Identifiable assets (period end)	$	73,563	$	67,715		$	34,092		$	34,758		$	16,191		$	14,692		$	17,770		$	16,351
	Insurance Holdings					Financial Services						Other, Treasury & Corporate (1)						Total BB&T Corporation
	2017		2016			2017			2016			2017			2016			2017			2016
Net interest income (expense)	$	—	$	—		$	65		$	63		$	208		$	199		$	1,609		$	1,529
Net intersegment interest income (expense)	2		1			89			79			(154		)	(134		)	—			—
Segment net interest income	2		1			154			142			54			65			1,609			1,529
Allocated provision for credit losses	—		—			1			90			6			(1		)	148			184
Noninterest income	462		421			216			199			34			(26		)	1,171			1,016
Intersegment net referral fees (expense)	—		—			5			3			(43		)	(35		)	—			—
Noninterest expense	342		299			183			182			920			435			2,064			1,513
Amortization of intangibles	16		11			2			1			(1		)	—			38			32
Allocated corporate expenses	31		28			45			37			(485		)	(451		)	—			—
Income (loss) before income taxes	75		84			144			34			(395		)	21			530			816
Provision (benefit) for income taxes	28		31			53			13			(222		)	(37		)	104			246
Segment net income (loss)	$	47	$	53		$	91		$	21		$	(173	)	$	58		$	426		$	570
Identifiable assets (period end)	$	3,377	$	2,800		$	18,337		$	17,763		$	57,171		$	58,326		$	220,501		$	212,405

(1) Includes financial data from business units below the quantitative and qualitative thresholds requiring disclosure.

XML

Basis of Presentation - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excess tax benefits	$ (104)	$ (246)
Vested [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excess tax benefits	$ 35

XML

Acquisitions and Divestitures - Narrative (Details) $ in Millions	Apr. 01, 2016 USD ($) branch
Swett & Crawford
Business Acquisition [Line Items]
Cash paid for acquisition of business	$ 461
National Penn Bancshares, Inc.
Business Acquisition [Line Items]
Assets	10,100
Deposits	$ 6,600
Number of financial centers | branch	126

XML

Securities - Narrative (Details) $ in Billions	Mar. 31, 2017 USD ($)
FNMA investments
Schedule of Available-for-sale Securities [Line Items]
Securities, amortized cost	$ 14.6
Securities, fair value	14.2
FHLMC investments
Schedule of Available-for-sale Securities [Line Items]
Securities, amortized cost	8.3
Securities, fair value	$ 8.1

XML

Securities - Amortized Cost, Gross Unrealized Gains and Losses, and Fair Value (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
AFS securities
Amortized Cost	$ 27,078	$ 27,333
Gross Unrealized Gains	282	304
Gross Unrealized Losses	692	711
Fair Value	26,668	26,926
HTM securities
Total debt securities	18,209	16,680
Gross Unrealized Gains	77	76
Gross Unrealized Losses	211	210
Fair Value	18,075	16,546
U.S. Treasury
AFS securities
Amortized Cost	3,666	2,669
Gross Unrealized Gains	4	2
Gross Unrealized Losses	75	84
Fair Value	3,595	2,587
HTM securities
Total debt securities	1,098	1,098
Gross Unrealized Gains	19	20
Gross Unrealized Losses	0	0
Fair Value	1,117	1,118
GSE
AFS securities
Amortized Cost	189	190
Gross Unrealized Gains	0	0
Gross Unrealized Losses	8	10
Fair Value	181	180
HTM securities
Total debt securities	2,197	2,197
Gross Unrealized Gains	15	14
Gross Unrealized Losses	25	30
Fair Value	2,187	2,181
Agency MBS
AFS securities
Amortized Cost	20,793	21,819
Gross Unrealized Gains	11	13
Gross Unrealized Losses	566	568
Fair Value	20,238	21,264
HTM securities
Total debt securities	14,771	13,225
Gross Unrealized Gains	40	40
Gross Unrealized Losses	186	180
Fair Value	14,625	13,085
States and political subdivisions
AFS securities
Amortized Cost	1,990	2,198
Gross Unrealized Gains	53	56
Gross Unrealized Losses	43	49
Fair Value	2,000	2,205
HTM securities
Total debt securities	95	110
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Fair Value	95	110
Non-agency MBS
AFS securities
Amortized Cost	430	446
Gross Unrealized Gains	214	233
Gross Unrealized Losses	0	0
Fair Value	644	679
Other
AFS securities
Amortized Cost	10	11
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Fair Value	10	11
HTM securities
Total debt securities	48	50
Gross Unrealized Gains	3	2
Gross Unrealized Losses	0	0
Fair Value	$ 51	$ 52

XML

Securities - Schedule of Credit Losses with OTTI (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Roll Forward]
Balance at beginning of period	$ 21	$ 42
Credit losses on securities with previously recognized OTTI	0	0
Reduction for securities sold/settled during the period	(1)	(23)
Credit recoveries through yield	0	(1)
Balance at end of period	$ 20	$ 18

XML

Securities - Amortized Cost and Estimated Fair Value by Contractual Maturity (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
AFS, Amortized Cost
Due in one year or less	$ 274
Due after one year through five years	1,935
Due after five years through ten years	2,605
Due after ten years	22,264
Total debt securities	27,078
AFS, Fair Value
Due in one year or less	273
Due after one year through five years	1,943
Due after five years through ten years	2,526
Due after ten years	21,926
Total debt securities	26,668
HTM, Amortized Cost
Due in one year or less	0
Due after one year through five years	1,740
Due after five years through ten years	1,625
Due after ten years	14,844
Total debt securities	18,209	$ 16,680
HTM, Fair Value
Due in one year or less	0
Due after one year through five years	1,762
Due after five years through ten years	1,612
Due after ten years	14,701
Total debt securities	$ 18,075	$ 16,546

XML

Securities - Gross Unrealized Losses and Fair Values of Investments in Continuous Unrealized Loss Positions (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
AFS securities, Fair Value
Less than 12 months	$ 16,873	$ 17,401
12 months or more	5,386	5,452
Total	22,259	22,853
AFS securities, Unrealized Losses
Less than 12 months	429	443
12 months or more	263	268
Total	692	711
HTM securities, Fair Value
Less than 12 months	9,775	9,479
12 months or more	285	305
Total	10,060	9,784
HTM securities, Unrealized Losses
Less than 12 months	209	208
12 months or more	2	2
Total	211	210
U.S. Treasury
AFS securities, Fair Value
Less than 12 months	2,142	2,014
12 months or more	0	0
Total	2,142	2,014
AFS securities, Unrealized Losses
Less than 12 months	75	84
12 months or more	0	0
Total	75	84
GSE
AFS securities, Fair Value
Less than 12 months	181	180
12 months or more	0	0
Total	181	180
AFS securities, Unrealized Losses
Less than 12 months	8	10
12 months or more	0	0
Total	8	10
HTM securities, Fair Value
Less than 12 months	1,733	1,762
12 months or more	0	0
Total	1,733	1,762
HTM securities, Unrealized Losses
Less than 12 months	25	30
12 months or more	0	0
Total	25	30
Agency MBS
AFS securities, Fair Value
Less than 12 months	14,363	14,842
12 months or more	5,006	5,138
Total	19,369	19,980
AFS securities, Unrealized Losses
Less than 12 months	343	342
12 months or more	223	226
Total	566	568
HTM securities, Fair Value
Less than 12 months	8,042	7,717
12 months or more	285	305
Total	8,327	8,022
HTM securities, Unrealized Losses
Less than 12 months	184	178
12 months or more	2	2
Total	186	180
States and political subdivisions
AFS securities, Fair Value
Less than 12 months	187	365
12 months or more	380	314
Total	567	679
AFS securities, Unrealized Losses
Less than 12 months	3	7
12 months or more	40	42
Total	$ 43	$ 49

XML

Loans and ACL - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Sep. 30, 2016	Mar. 31, 2016
Loan Information [Line Items]
Modifications that defaulted during the period that had been classified as a TDR during the previous 12 months	$ 28		$ 17
Sales finance
Loan Information [Line Items]
Purchased loan portfolio		$ 244

XML

Loans and ACL - Aging Analysis of Loans and Leases (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Financing Receivable [Line Items]
Current	$ 140,535	$ 140,873
30-89 Days Past Due	805	1,077
90 Days Or More Past Due	542	636
Nonaccrual	723	736
Total	142,605	143,322
Commercial | Commercial and industrial
Financing Receivable [Line Items]
Current	51,241	51,329
30-89 Days Past Due	22	27
90 Days Or More Past Due	0	0
Nonaccrual	344	363
Total	51,607	51,719
Commercial | CRE-income producing properties
Financing Receivable [Line Items]
Current	14,727	14,492
30-89 Days Past Due	11	6
90 Days Or More Past Due	0	0
Nonaccrual	43	40
Total	14,781	14,538
Commercial | CRE-construction and development
Financing Receivable [Line Items]
Current	3,832	3,800
30-89 Days Past Due	1	2
90 Days Or More Past Due	0	0
Nonaccrual	17	17
Total	3,850	3,819
Commercial | Dealer floor plan
Financing Receivable [Line Items]
Current	1,460	1,413
30-89 Days Past Due	0	0
90 Days Or More Past Due	0	0
Nonaccrual	7	0
Total	1,467	1,413
Commercial | Other lending subsidiaries
Financing Receivable [Line Items]
Current	7,767	7,660
30-89 Days Past Due	15	21
90 Days Or More Past Due	0	0
Nonaccrual	9	10
Total	7,791	7,691
Retail | Direct retail lending
Financing Receivable [Line Items]
Current	11,849	11,963
30-89 Days Past Due	55	60
90 Days Or More Past Due	7	6
Nonaccrual	66	63
Total	11,977	12,092
Retail | Revolving credit
Financing Receivable [Line Items]
Current	2,544	2,620
30-89 Days Past Due	20	23
90 Days Or More Past Due	10	12
Nonaccrual	0	0
Total	2,574	2,655
Retail | Residential mortgage-nonguaranteed
Financing Receivable [Line Items]
Current	28,222	28,378
30-89 Days Past Due	272	393
90 Days Or More Past Due	64	79
Nonaccrual	167	172
Total	28,725	29,022
Retail | Residential mortgage-government guaranteed
Financing Receivable [Line Items]
Current	418	324
30-89 Days Past Due	129	132
90 Days Or More Past Due	374	443
Nonaccrual	5	0
Total	926	899
Retail | Sales finance
Financing Receivable [Line Items]
Current	10,503	11,179
30-89 Days Past Due	51	76
90 Days Or More Past Due	5	6
Nonaccrual	6	6
Total	10,565	11,267
Retail | Other lending subsidiaries
Financing Receivable [Line Items]
Current	7,223	6,931
30-89 Days Past Due	200	301
90 Days Or More Past Due	0	0
Nonaccrual	59	65
Total	7,482	7,297
PCI
Financing Receivable [Line Items]
Current	749	784
30-89 Days Past Due	29	36
90 Days Or More Past Due	82	90
Nonaccrual	0	0
Total	$ 860	$ 910

XML

Loans and ACL - Risk Rating (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Loans and leases	$ 142,605	$ 143,322
Commercial | Commercial & Industrial
Loans and leases	51,607	51,719
Commercial | Commercial & Industrial | Pass
Loans and leases	49,696	49,921
Commercial | Commercial & Industrial | Special mention
Loans and leases	459	314
Commercial | Commercial & Industrial | Substandard - performing
Loans and leases	1,108	1,121
Commercial | Commercial & Industrial | Nonperforming
Loans and leases	344	363
Commercial | CRE - Income Producing Properties
Loans and leases	14,781	14,538
Commercial | CRE - Income Producing Properties | Pass
Loans and leases	14,279	14,061
Commercial | CRE - Income Producing Properties | Special mention
Loans and leases	134	124
Commercial | CRE - Income Producing Properties | Substandard - performing
Loans and leases	325	313
Commercial | CRE - Income Producing Properties | Nonperforming
Loans and leases	43	40
Commercial | CRE - Construction and Development
Loans and leases	3,850	3,819
Commercial | CRE - Construction and Development | Pass
Loans and leases	3,742	3,718
Commercial | CRE - Construction and Development | Special mention
Loans and leases	49	38
Commercial | CRE - Construction and Development | Substandard - performing
Loans and leases	42	46
Commercial | CRE - Construction and Development | Nonperforming
Loans and leases	17	17
Commercial | Dealer Floor Plan
Loans and leases	1,467	1,413
Commercial | Dealer Floor Plan | Pass
Loans and leases	1,458	1,404
Commercial | Dealer Floor Plan | Special mention
Loans and leases	0	0
Commercial | Dealer Floor Plan | Substandard - performing
Loans and leases	2	9
Commercial | Dealer Floor Plan | Nonperforming
Loans and leases	7	0
Commercial | Other Lending Subsidiaries
Loans and leases	7,791	7,691
Commercial | Other Lending Subsidiaries | Pass
Loans and leases	7,692	7,604
Commercial | Other Lending Subsidiaries | Special mention
Loans and leases	50	33
Commercial | Other Lending Subsidiaries | Substandard - performing
Loans and leases	40	44
Commercial | Other Lending Subsidiaries | Nonperforming
Loans and leases	9	10
Retail | Direct Retail Lending
Loans and leases	11,977	12,092
Retail | Direct Retail Lending | Nonperforming
Loans and leases	66	63
Retail | Direct Retail Lending | Performing
Loans and leases	11,911	12,029
Retail | Revolving Credit
Loans and leases	2,574	2,655
Retail | Revolving Credit | Nonperforming
Loans and leases	0	0
Retail | Revolving Credit | Performing
Loans and leases	2,574	2,655
Retail | Residential Mortgage
Loans and leases	29,651	29,921
Retail | Residential Mortgage | Nonperforming
Loans and leases	172	172
Retail | Residential Mortgage | Performing
Loans and leases	29,479	29,749
Retail | Sales Finance
Loans and leases	10,565	11,267
Retail | Sales Finance | Nonperforming
Loans and leases	6	6
Retail | Sales Finance | Performing
Loans and leases	10,559	11,261
Retail | Other Lending Subsidiaries
Loans and leases	7,482	7,297
Retail | Other Lending Subsidiaries | Nonperforming
Loans and leases	59	65
Retail | Other Lending Subsidiaries | Performing
Loans and leases	$ 7,423	$ 7,232

XML

Loans and ACL - Allowance for Credit Losses (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Provision (Benefit)	$ 148	$ 184
Commercial | Commercial and industrial
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning Balance	500	466
Charge-Offs	(29)	(56)
Recoveries	6	12
Provision (Benefit)	13	77
Ending Balance	490	499
Commercial | CRE-income producing properties
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning Balance	117	135
Charge-Offs	(1)	(2)
Recoveries	4	3
Provision (Benefit)	(4)	(11)
Ending Balance	116	125
Commercial | CRE-construction and development
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning Balance	25	37
Charge-Offs	0	0
Recoveries	2	1
Provision (Benefit)	(5)	(6)
Ending Balance	22	32
Commercial | Dealer floor plan
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning Balance	11	8
Charge-Offs	0	0
Recoveries	0	0
Provision (Benefit)	0	2
Ending Balance	11	10
Commercial | Other lending subsidiaries
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning Balance	29	22
Charge-Offs	(5)	(8)
Recoveries	1	2
Provision (Benefit)	11	10
Ending Balance	36	26
Retail | Direct retail lending
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning Balance	103	105
Charge-Offs	(14)	(13)
Recoveries	6	7
Provision (Benefit)	7	4
Ending Balance	102	103
Retail | Revolving credit
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning Balance	106	104
Charge-Offs	(21)	(19)
Recoveries	5	5
Provision (Benefit)	13	10
Ending Balance	103	100
Retail | Residential mortgage-nonguaranteed
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning Balance	186	194
Charge-Offs	(11)	(7)
Recoveries	0	1
Provision (Benefit)	7	9
Ending Balance	182	197
Retail | Residential mortgage-government guaranteed
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning Balance	41	23
Charge-Offs	(1)	(1)
Recoveries	0	0
Provision (Benefit)	1	2
Ending Balance	41	24
Retail | Sales finance
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning Balance	38	40
Charge-Offs	(9)	(8)
Recoveries	4	3
Provision (Benefit)	9	4
Ending Balance	42	39
Retail | Other lending subsidiaries
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning Balance	289	265
Charge-Offs	(98)	(84)
Recoveries	13	10
Provision (Benefit)	92	79
Ending Balance	296	270
PCI
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning Balance	44	61
Charge-Offs	0	0
Recoveries	0	0
Provision (Benefit)	2	2
Ending Balance	46	63
ALLL
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning Balance	1,489	1,460
Charge-Offs	(189)	(198)
Recoveries	41	44
Provision (Benefit)	146	182
Ending Balance	1,487	1,488
RUFC
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning Balance	110	90
Charge-Offs	0	0
Recoveries	0	0
Provision (Benefit)	2	2
Ending Balance	112	92
ACL
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning Balance	1,599	1,550
Charge-Offs	(189)	(198)
Recoveries	41	44
Provision (Benefit)	148	184
Ending Balance	$ 1,599	$ 1,580

XML

Loans and ACL - Collectively Evaluated for Impairment (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Recorded Investment	$ 140,664	$ 141,395
Related ALLL	1,292	1,297
Commercial | Commercial and industrial
Recorded Investment	51,168	51,253
Related ALLL	449	463
Commercial | CRE-income producing properties
Recorded Investment	14,698	14,455
Related ALLL	111	112
Commercial | CRE-construction and development
Recorded Investment	3,819	3,787
Related ALLL	20	21
Commercial | Dealer floor plan
Recorded Investment	1,460	1,413
Related ALLL	11	11
Commercial | Other lending subsidiaries
Recorded Investment	7,780	7,678
Related ALLL	35	28
Retail | Direct retail lending
Recorded Investment	11,897	12,011
Related ALLL	93	93
Retail | Revolving credit
Recorded Investment	2,545	2,626
Related ALLL	92	95
Retail | Residential mortgage-nonguaranteed
Recorded Investment	28,152	28,488
Related ALLL	132	136
Retail | Residential mortgage-government guaranteed
Recorded Investment	499	466
Related ALLL	8	8
Retail | Sales finance
Recorded Investment	10,550	11,251
Related ALLL	41	37
Retail | Other lending subsidiaries
Recorded Investment	7,236	7,057
Related ALLL	254	249
PCI
Recorded Investment	860	910
Related ALLL	$ 46	$ 44

XML

Loans and ACL - Individually Evaluated for Impairment (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Impaired Financing Receivable, with Related Allowance [Abstract]
Related ALLL	$ 195	$ 192
Recorded Investment	1,941	1,927
UPB	2,075	2,057
Average Recorded Investment	1,954	1,785
Interest Income Recognized	21	82
Commercial | Commercial and industrial
Impaired Financing Receivable, with No Related Allowance [Abstract]
Recorded Investment	189	201
UPB	213	225
Average Recorded Investment	201	217
Interest Income Recognized	0	1
Impaired Financing Receivable, with Related Allowance [Abstract]
Recorded Investment	250	265
UPB	258	269
Related ALLL	41	37
Average Recorded Investment	267	259
Interest Income Recognized	1	5
Commercial | CRE-income producing properties
Impaired Financing Receivable, with No Related Allowance [Abstract]
Recorded Investment	28	25
UPB	33	27
Average Recorded Investment	28	16
Interest Income Recognized	0	0
Impaired Financing Receivable, with Related Allowance [Abstract]
Recorded Investment	55	58
UPB	55	61
Related ALLL	5	5
Average Recorded Investment	55	68
Interest Income Recognized	0	2
Commercial | CRE-construction and development
Impaired Financing Receivable, with No Related Allowance [Abstract]
Recorded Investment	14	10
UPB	15	11
Average Recorded Investment	12	8
Interest Income Recognized	0	0
Impaired Financing Receivable, with Related Allowance [Abstract]
Recorded Investment	17	22
UPB	17	22
Related ALLL	2	4
Average Recorded Investment	20	22
Interest Income Recognized	0	1
Commercial | Dealer floor plan
Impaired Financing Receivable, with No Related Allowance [Abstract]
Recorded Investment	7	0
UPB	7	0
Average Recorded Investment	6	0
Interest Income Recognized	0	0
Impaired Financing Receivable, with Related Allowance [Abstract]
Recorded Investment	0	0
UPB	0	0
Related ALLL	0	0
Average Recorded Investment	0	0
Interest Income Recognized	0	0
Commercial | Other lending subsidiaries
Impaired Financing Receivable, with No Related Allowance [Abstract]
Recorded Investment	4	4
UPB	6	6
Average Recorded Investment	4	6
Interest Income Recognized	0	0
Impaired Financing Receivable, with Related Allowance [Abstract]
Recorded Investment	7	9
UPB	8	9
Related ALLL	1	1
Average Recorded Investment	7	5
Interest Income Recognized	0	0
Retail | Direct retail lending
Impaired Financing Receivable, with No Related Allowance [Abstract]
Recorded Investment	13	13
UPB	37	38
Average Recorded Investment	13	12
Interest Income Recognized	0	1
Impaired Financing Receivable, with Related Allowance [Abstract]
Recorded Investment	67	68
UPB	68	69
Related ALLL	9	10
Average Recorded Investment	68	71
Interest Income Recognized	1	4
Retail | Revolving credit
Impaired Financing Receivable, with Related Allowance [Abstract]
Recorded Investment	29	29
UPB	29	29
Related ALLL	11	11
Average Recorded Investment	29	31
Interest Income Recognized	0	1
Retail | Residential mortgage-nonguaranteed
Impaired Financing Receivable, with No Related Allowance [Abstract]
Recorded Investment	104	94
UPB	156	141
Average Recorded Investment	102	97
Interest Income Recognized	1	4
Impaired Financing Receivable, with Related Allowance [Abstract]
Recorded Investment	469	440
UPB	477	451
Related ALLL	50	50
Average Recorded Investment	457	383
Interest Income Recognized	5	16
Retail | Residential mortgage-government guaranteed
Impaired Financing Receivable, with No Related Allowance [Abstract]
Recorded Investment	3	3
UPB	4	3
Average Recorded Investment	3	3
Interest Income Recognized	0	0
Impaired Financing Receivable, with Related Allowance [Abstract]
Recorded Investment	424	430
UPB	424	431
Related ALLL	33	33
Average Recorded Investment	423	360
Interest Income Recognized	4	14
Retail | Sales finance
Impaired Financing Receivable, with No Related Allowance [Abstract]
Recorded Investment	1	1
UPB	2	2
Average Recorded Investment	1	1
Interest Income Recognized	0	0
Impaired Financing Receivable, with Related Allowance [Abstract]
Recorded Investment	14	15
UPB	14	15
Related ALLL	1	1
Average Recorded Investment	15	16
Interest Income Recognized	0	1
Retail | Other lending subsidiaries
Impaired Financing Receivable, with No Related Allowance [Abstract]
Recorded Investment	4	4
UPB	9	9
Average Recorded Investment	4	4
Interest Income Recognized	0	0
Impaired Financing Receivable, with Related Allowance [Abstract]
Recorded Investment	242	236
UPB	243	239
Related ALLL	42	40
Average Recorded Investment	239	206
Interest Income Recognized	$ 9	$ 32

XML

Loans and ACL - Summary of TDRs (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Financing Receivable [Line Items]
Total TDRs	$ 1,367	$ 1,353
ALLL attributable to TDRs	145	146
Performing TDRs
Financing Receivable [Line Items]
Total TDRs	1,153	1,170
Nonperforming TDRs (also included in NPL disclosures)
Financing Receivable [Line Items]
Total TDRs	214	183
Commercial | Performing TDRs | Commercial and industrial
Financing Receivable [Line Items]
Total TDRs	48	55
Commercial | Performing TDRs | CRE-income producing properties
Financing Receivable [Line Items]
Total TDRs	14	16
Commercial | Performing TDRs | CRE-construction and development
Financing Receivable [Line Items]
Total TDRs	11	9
Retail | Performing TDRs | Direct retail lending
Financing Receivable [Line Items]
Total TDRs	65	67
Retail | Performing TDRs | Revolving credit
Financing Receivable [Line Items]
Total TDRs	29	29
Retail | Performing TDRs | Residential mortgage-nonguaranteed
Financing Receivable [Line Items]
Total TDRs	327	332
Retail | Performing TDRs | Residential mortgage-government guaranteed
Financing Receivable [Line Items]
Total TDRs	412	420
Retail | Performing TDRs | Sales finance
Financing Receivable [Line Items]
Total TDRs	15	16
Retail | Performing TDRs | Other lending subsidiaries
Financing Receivable [Line Items]
Total TDRs	$ 232	$ 226

XML

Loans and ACL - Types of Modifications and Impact to Allowance (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Commercial | Commercial and industrial
Financing Receivable, Modifications [Line Items]
Impact To ALLL	$ 1	$ 1
Commercial | CRE-income producing properties
Financing Receivable, Modifications [Line Items]
Impact To ALLL	0	0
Commercial | CRE-construction and development
Financing Receivable, Modifications [Line Items]
Impact To ALLL	0	0
Commercial | Rate | Commercial and industrial
Financing Receivable, Modifications [Line Items]
TDRs	25	62
Commercial | Rate | CRE-income producing properties
Financing Receivable, Modifications [Line Items]
TDRs	5	8
Commercial | Rate | CRE-construction and development
Financing Receivable, Modifications [Line Items]
TDRs	3	3
Commercial | Structure | Commercial and industrial
Financing Receivable, Modifications [Line Items]
TDRs	38	9
Commercial | Structure | CRE-income producing properties
Financing Receivable, Modifications [Line Items]
TDRs	1	7
Commercial | Structure | CRE-construction and development
Financing Receivable, Modifications [Line Items]
TDRs	3	0
Retail | Direct retail lending
Financing Receivable, Modifications [Line Items]
Impact To ALLL	0	0
Retail | Revolving credit
Financing Receivable, Modifications [Line Items]
Impact To ALLL	1	1
Retail | Residential mortgage-nonguaranteed
Financing Receivable, Modifications [Line Items]
Impact To ALLL	3	1
Retail | Residential mortgage-government guaranteed
Financing Receivable, Modifications [Line Items]
Impact To ALLL	3	2
Retail | Sales finance
Financing Receivable, Modifications [Line Items]
Impact To ALLL	0	0
Retail | Other lending subsidiaries
Financing Receivable, Modifications [Line Items]
Impact To ALLL	4	5
Retail | Rate | Direct retail lending
Financing Receivable, Modifications [Line Items]
TDRs	4	4
Retail | Rate | Revolving credit
Financing Receivable, Modifications [Line Items]
TDRs	6	5
Retail | Rate | Residential mortgage-nonguaranteed
Financing Receivable, Modifications [Line Items]
TDRs	47	17
Retail | Rate | Residential mortgage-government guaranteed
Financing Receivable, Modifications [Line Items]
TDRs	98	39
Retail | Rate | Sales finance
Financing Receivable, Modifications [Line Items]
TDRs	0	0
Retail | Rate | Other lending subsidiaries
Financing Receivable, Modifications [Line Items]
TDRs	41	32
Retail | Structure | Direct retail lending
Financing Receivable, Modifications [Line Items]
TDRs	1	1
Retail | Structure | Revolving credit
Financing Receivable, Modifications [Line Items]
TDRs	0	0
Retail | Structure | Residential mortgage-nonguaranteed
Financing Receivable, Modifications [Line Items]
TDRs	6	8
Retail | Structure | Residential mortgage-government guaranteed
Financing Receivable, Modifications [Line Items]
TDRs	0	0
Retail | Structure | Sales finance
Financing Receivable, Modifications [Line Items]
TDRs	2	2
Retail | Structure | Other lending subsidiaries
Financing Receivable, Modifications [Line Items]
TDRs	$ 0	$ 0

XML

Loans and ACL - Changes in Carrying Value and Accretable Yield for PCI Loans (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Purchased Impaired
Accretable Yield
Balance at beginning of period	$ 253	$ 189
Additions	0	36
Accretion	(26)	(134)
Other, net	(24)	162
Balance at end of period	203	253
Carrying Value
Balance at beginning of period	614	700
Additions	0	124
Accretion	26	134
Payments received, net	(60)	(344)
Balance at end of period	580	614
Outstanding UPB at end of period	854	910
Purchased Nonimpaired
Accretable Yield
Balance at beginning of period	155	176
Additions	0	0
Accretion	(16)	(73)
Other, net	8	52
Balance at end of period	147	155
Carrying Value
Balance at beginning of period	296	422
Additions	0	0
Accretion	16	73
Payments received, net	(32)	(199)
Balance at end of period	280	296
Outstanding UPB at end of period	$ 397	$ 423

XML

Loans and ACL - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Receivables [Abstract]
Unearned income, discounts and net deferred loan fees and costs, excluding PCI	$ 332	$ 396
Residential mortgage loans in process of foreclosure	$ 358	$ 366

XML

Goodwill and Other Intangible Assets - Changes in Carrying Amounts Attributable to Operating Segments (Details) $ in Millions	3 Months Ended
	Mar. 31, 2017 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 9,638
Other adjustments	(20)
Goodwill, ending balance	9,618
Community Banking
Goodwill [Roll Forward]
Goodwill, beginning balance	7,032
Other adjustments	(12)
Goodwill, ending balance	7,020
Residential Mortgage Banking
Goodwill [Roll Forward]
Goodwill, beginning balance	416
Other adjustments	(1)
Goodwill, ending balance	415
Dealer Financial Services
Goodwill [Roll Forward]
Goodwill, beginning balance	111
Other adjustments	0
Goodwill, ending balance	111
Specialized Lending
Goodwill [Roll Forward]
Goodwill, beginning balance	113
Other adjustments	(2)
Goodwill, ending balance	111
Insurance Holdings
Goodwill [Roll Forward]
Goodwill, beginning balance	1,752
Other adjustments	(5)
Goodwill, ending balance	1,747
Financial Services
Goodwill [Roll Forward]
Goodwill, beginning balance	214
Other adjustments	0
Goodwill, ending balance	$ 214

XML

Goodwill and Other Intangible Assets - Identifiable Intangible Assets (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 2,387	$ 2,385
Accumulated Amortization	(1,569)	(1,531)
Net Carrying Amount	818	854
CDI
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	970	970
Accumulated Amortization	(728)	(710)
Net Carrying Amount	242	260
Other, primarily customer relationship intangibles
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,417	1,415
Accumulated Amortization	(841)	(821)
Net Carrying Amount	$ 576	$ 594

XML

Loan Servicing - Residential Mortgage Banking Activities (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Transfers and Servicing [Abstract]
UPB of residential mortgage and home equity loan servicing portfolio	$ 121,251	$ 121,639
UPB of residential mortgage loans serviced for others (primarily agency conforming fixed rate)	90,855	90,325
Mortgage loans sold with recourse	557	578
Maximum recourse exposure from mortgage loans sold with recourse liability	277	282
Indemnification, recourse and repurchase reserves	$ 38	$ 40

XML

Loan Servicing - Summary of Residential Mortgage Banking Activities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Transfers and Servicing [Abstract]
UPB of residential mortgage loans sold from LHFS	$ 3,579	$ 2,490
Pre-tax gains recognized on mortgage loans sold and held for sale	31	24
Servicing fees recognized from mortgage loans serviced for others	$ 68	$ 67
Approximate weighted average servicing fee on the outstanding balance of residential mortgage loans serviced for others	0.28%	0.28%
Weighted average interest rate on mortgage loans serviced for others	4.01%	4.11%

XML

Loan Servicing - Analysis of Activity in Residential MSRs (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Servicing Asset at Fair Value, Amount [Roll Forward]
MSRs, carrying value, beginning of period	$ 1,052
Change in fair value due to changes in valuation inputs or assumptions:
MSRs, carrying value, end of period	1,088
Residential MSRs
Servicing Asset at Fair Value, Amount [Roll Forward]
MSRs, carrying value, beginning of period	915	$ 880
Additions	38	22
Change in fair value due to changes in valuation inputs or assumptions:
Prepayment speeds	17	(136)
OAS	0	9
Servicing Costs	9	0
Realization of expected net servicing cash flows, passage of time and other	(33)	(32)
MSRs, carrying value, end of period	946	743
Gains (losses) on derivative financial instruments used to mitigate the income statement effect of changes in residential MSR fair value	$ (20)	$ 137

XML

Loan Servicing - Residential MSR Sensitivity (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Residential MSRs
Servicing Assets at Fair Value [Line Items]
Composition of loans serviced for others	100.00%	100.00%
Weighted average life (in years)	7 years 2 months 12 days	7 years
Residential MSRs | Min
Servicing Assets at Fair Value [Line Items]
Prepayment speed	7.20%	7.50%
OAS	9.70%	9.80%
Residential MSRs | Max
Servicing Assets at Fair Value [Line Items]
Prepayment speed	8.00%	8.40%
OAS	10.60%	10.20%
Residential MSRs | Weighted Average
Servicing Assets at Fair Value [Line Items]
Prepayment speed	7.90%	8.10%
Effect on fair value of a 10% increase	$ (27)	$ (28)
Effect on fair value of a 20% increase	$ (53)	$ (54)
OAS	10.00%	10.00%
Effect on fair value of a 10% increase	$ (34)	$ (33)
Effect on fair value of a 20% increase	$ (65)	$ (64)
Fixed-rate residential mortgage loans
Servicing Assets at Fair Value [Line Items]
Composition of loans serviced for others	99.10%	99.10%
Adjustable-rate residential mortgage loans
Servicing Assets at Fair Value [Line Items]
Composition of loans serviced for others	0.90%	0.90%

XML

Loan Servicing - Commercial Mortgage Banking Activities (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Servicing Assets at Fair Value [Line Items]
MSRs at fair value	$ 1,088	$ 1,052
UPB of CRE mortgages serviced for others	29,289	29,333
CRE mortgages serviced for others covered by recourse provisions	4,528	4,240
Maximum recourse exposure from CRE mortgages sold with recourse liability	1,296	1,272
Recorded reserves related to recourse exposure	7	7
CRE mortgages originated during the year-to-date period	1,597	7,145
Commercial Real Estate
Servicing Assets at Fair Value [Line Items]
MSRs at fair value	$ 142	$ 137

XML

Deposits (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Deposits [Abstract]
Noninterest-bearing deposits	$ 53,262	$ 50,697
Interest checking	29,472	30,263
Money market and savings	64,860	64,883
Time deposits	13,739	14,391
Total deposits	161,333	160,234
Time deposits $100,000 and greater	5,116	5,394
Time deposits $250,000 and greater	$ 2,108	$ 2,179

XML

Long-Term Debt - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Extinguishment of Debt [Line Items]
Loss (gain) on early extinguishment of debt	$ 392	$ (1)
FHLB Advances
Extinguishment of Debt [Line Items]
Extinguishment of long-term debt	2,900
Loss (gain) on early extinguishment of debt	$ 392

XML

Long-Term Debt - Schedule of Long Term Debt, Interest Rates and Maturity Dates (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Debt Instruments [Line Items]
Long-term debt	$ 21,635	$ 21,965
Other long-term debt	$ 151	152
Weighted average maturity of FHLB advances	7 years
BB&T Corporation | Senior Notes | Fixed rate
Debt Instruments [Line Items]
Effective Rate	2.50%
Long-term debt	$ 7,832	7,600
BB&T Corporation | Senior Notes | Fixed rate | Min
Debt Instruments [Line Items]
Stated Rate	1.45%
BB&T Corporation | Senior Notes | Fixed rate | Max
Debt Instruments [Line Items]
Stated Rate	6.85%
BB&T Corporation | Senior Notes | Floating rate
Debt Instruments [Line Items]
Effective Rate	1.80%
Long-term debt	$ 2,247	1,898
BB&T Corporation | Senior Notes | Floating rate | Min
Debt Instruments [Line Items]
Stated Rate	1.69%
BB&T Corporation | Senior Notes | Floating rate | Max
Debt Instruments [Line Items]
Stated Rate	1.99%
BB&T Corporation | Subordinated Notes | Fixed rate
Debt Instruments [Line Items]
Effective Rate	1.66%
Long-term debt	$ 1,324	1,338
BB&T Corporation | Subordinated Notes | Fixed rate | Min
Debt Instruments [Line Items]
Stated Rate	3.95%
BB&T Corporation | Subordinated Notes | Fixed rate | Max
Debt Instruments [Line Items]
Stated Rate	5.25%
Branch Bank | Senior Notes | Fixed rate
Debt Instruments [Line Items]
Effective Rate	2.20%
Long-term debt	$ 5,585	4,209
Branch Bank | Senior Notes | Fixed rate | Min
Debt Instruments [Line Items]
Stated Rate	1.35%
Branch Bank | Senior Notes | Fixed rate | Max
Debt Instruments [Line Items]
Stated Rate	2.85%
Branch Bank | Senior Notes | Floating rate
Debt Instruments [Line Items]
Effective Rate	1.59%
Long-term debt	$ 849	250
Branch Bank | Senior Notes | Floating rate | Min
Debt Instruments [Line Items]
Stated Rate	1.48%
Branch Bank | Senior Notes | Floating rate | Max
Debt Instruments [Line Items]
Stated Rate	1.56%
Branch Bank | Subordinated Notes | Fixed rate
Debt Instruments [Line Items]
Effective Rate	3.55%
Long-term debt	$ 2,125	2,138
Branch Bank | Subordinated Notes | Fixed rate | Min
Debt Instruments [Line Items]
Stated Rate	3.63%
Branch Bank | Subordinated Notes | Fixed rate | Max
Debt Instruments [Line Items]
Stated Rate	3.80%
Branch Bank | Subordinated Notes | Floating rate
Debt Instruments [Line Items]
Effective Rate	1.36%
Long-term debt	$ 262	262
Branch Bank | Subordinated Notes | Floating rate | Min
Debt Instruments [Line Items]
Stated Rate	1.35%
Branch Bank | Subordinated Notes | Floating rate | Max
Debt Instruments [Line Items]
Stated Rate	1.35%
Branch Bank | FHLB Advances
Debt Instruments [Line Items]
Effective Rate	1.33%
Long-term debt	$ 1,260	$ 4,118
Branch Bank | FHLB Advances | Min
Debt Instruments [Line Items]
Stated Rate	0.00%
Branch Bank | FHLB Advances | Max
Debt Instruments [Line Items]
Stated Rate	6.38%

XML

Shareholders' Equity - Restricted Shares and RSUs Activity Roll Forward (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2017 $ / shares shares
Restricted Shares/Units
Nonvested at beginning of period (in shares) | shares	13,516
Granted (in shares) | shares	3,876
Vested (in shares) | shares	(3,608)
Forfeited (in shares) | shares	(121)
Nonvested at end of period (in shares) | shares	13,663
Expected to vest at end of period (in shares) | shares	12,663
Wtd. Avg. Grant Date Fair Value
Nonvested at beginning of period (in usd per share) | $ / shares	$ 29.39
Granted (in usd per share) | $ / shares	42.90
Vested (in usd per share) | $ / shares	26.85
Forfeited (in usd per share) | $ / shares	32.58
Nonvested at end of period (in usd per share) | $ / shares	33.87
Expected to vest at end of period (in usd per share) | $ / shares	$ 33.87

XML

AOCI (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
AOCI, Net of Tax [Roll Forward]
Beginning balance	$ 29,926	$ 27,340
Amounts reclassified from AOCI:
Personnel expense	1,011	915
Interest income	(1,775)	(1,721)
Interest expense	166	192
FDIC loss share income, net	0	60
Total before income taxes	(530)	(816)
Less: Income taxes	(104)	(246)
Net income	(426)	(570)
Net change in AOCI	7	111
Ending balance	30,025	28,239
Unrecognized Net Pension and Postretirement Costs
AOCI, Net of Tax [Roll Forward]
Beginning balance	(764)	(723)
OCI before reclassifications, net of tax	(2)	0
Amounts reclassified from AOCI:
Net change in AOCI	9	11
Ending balance	(755)	(712)
Unrecognized Net Pension and Postretirement Costs | Amounts reclassified from AOCI
Amounts reclassified from AOCI:
Personnel expense	17	17
Interest income	0	0
Interest expense	0	0
FDIC loss share income, net		0
Securities (gains) losses, net	0	0
Total before income taxes	17	17
Less: Income taxes	6	6
Net income	11	11
Unrealized Net Gains (Losses) on Cash Flow Hedges
AOCI, Net of Tax [Roll Forward]
Beginning balance	(92)	(83)
OCI before reclassifications, net of tax	3	(126)
Amounts reclassified from AOCI:
Net change in AOCI	(2)	(115)
Ending balance	(94)	(198)
Unrealized Net Gains (Losses) on Cash Flow Hedges | Amounts reclassified from AOCI
Amounts reclassified from AOCI:
Personnel expense	0	0
Interest income	0	0
Interest expense	(8)	17
FDIC loss share income, net		0
Securities (gains) losses, net	0	0
Total before income taxes	(8)	17
Less: Income taxes	(3)	6
Net income	(5)	11
Unrealized Net Gains (Losses) on AFS Securities
AOCI, Net of Tax [Roll Forward]
Beginning balance	(259)	(34)
OCI before reclassifications, net of tax	(1)	242
Amounts reclassified from AOCI:
Net change in AOCI	(2)	197
Ending balance	(261)	163
Unrealized Net Gains (Losses) on AFS Securities | Amounts reclassified from AOCI
Amounts reclassified from AOCI:
Personnel expense	0	0
Interest income	(1)	(27)
Interest expense	0	0
FDIC loss share income, net		0
Securities (gains) losses, net	0	(45)
Total before income taxes	(1)	(72)
Less: Income taxes	0	(27)
Net income	(1)	(45)
FDIC's Share of Unrealized (Gains) Losses on AFS Securities
AOCI, Net of Tax [Roll Forward]
Beginning balance		(169)
OCI before reclassifications, net of tax		5
Amounts reclassified from AOCI:
Net change in AOCI		15
Ending balance		(154)
FDIC's Share of Unrealized (Gains) Losses on AFS Securities | Amounts reclassified from AOCI
Amounts reclassified from AOCI:
Personnel expense		0
Interest income		0
Interest expense		0
FDIC loss share income, net		16
Securities (gains) losses, net		0
Total before income taxes		16
Less: Income taxes		6
Net income		10
Other, net
AOCI, Net of Tax [Roll Forward]
Beginning balance	(17)	(19)
OCI before reclassifications, net of tax	1	2
Amounts reclassified from AOCI:
Net change in AOCI	2	3
Ending balance	(15)	(16)
Other, net | Amounts reclassified from AOCI
Amounts reclassified from AOCI:
Personnel expense	0	0
Interest income	1	1
Interest expense	0	0
FDIC loss share income, net		0
Securities (gains) losses, net	0	0
Total before income taxes	1	1
Less: Income taxes	0	0
Net income	1	1
Total
AOCI, Net of Tax [Roll Forward]
Beginning balance	(1,132)	(1,028)
OCI before reclassifications, net of tax	1	123
Amounts reclassified from AOCI:
Net change in AOCI	7	111
Ending balance	(1,125)	(917)
Total | Amounts reclassified from AOCI
Amounts reclassified from AOCI:
Personnel expense	17	17
Interest income	0	(26)
Interest expense	(8)	17
FDIC loss share income, net		16
Securities (gains) losses, net	0	(45)
Total before income taxes	9	(21)
Less: Income taxes	3	(9)
Net income	$ 6	$ (12)

XML

Income Taxes - Narrative (Details)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Tax Disclosure [Abstract]
Effective tax rate	19.60%	30.10%

XML

Benefit Plans - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2017 USD ($)
Qualified Plans
Qualified Plan Contributions
Discretionary Contributions	$ 260

XML

Benefit Plans - Benefit Plan Cost (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Qualified Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 49	$ 42
Interest cost	44	40
Estimated return on plan assets	(93)	(81)
Amortization and other	17	17
Net periodic benefit cost	17	18
Nonqualified Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	3	3
Interest cost	5	5
Estimated return on plan assets	0	0
Amortization and other	3	3
Net periodic benefit cost	$ 11	$ 11

XML

Commitments and Contingencies - Summary (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Letters of credit	$ 2,788	$ 2,786
Carrying amount of the liability for letters of credit	25	27
Investments in affordable housing and historic building rehabilitation projects:
Carrying amount	1,953	1,719
Amount of future funding commitments included in carrying amount	963	738
Lending exposure	562	495
Tax credits subject to recapture	407	413
Private equity investments	413	362
Future funding commitments to private equity investments	$ 143	$ 197

XML

Commitments and Contingencies - Pledged Assets (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Pledged securities	$ 17,355	$ 15,549
Pledged loans	$ 73,087	$ 75,015

XML

Fair Value Disclosures - Narrative (Details)	3 Months Ended
	Mar. 31, 2017
Non-agency MBS | Re-REMIC Trusts | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Difference between fair value of securities held and the fair vaue of the underlying securities, percentage	16.40%
Private Equity Investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Weighted average remaining life of private equity and similar investments	3 years
Private Equity Investments | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unobservable inputs, EBITDA multiples	5
Private Equity Investments | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unobservable inputs, EBITDA multiples	12
Private Equity Investments | Weighted average
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unobservable inputs, EBITDA multiples	8

XML

Fair Value Disclosures - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Assets
Trading securities	$ 1,392	$ 748
AFS securities	26,668	26,926
LHFS at fair value	1,291	1,716
MSRs	1,088	1,052
Derivative assets	624	822
Private equity investments	400	362
Total assets	31,463	31,626
Liabilities [Abstract]
Derivative liabilities	854	1,003
Securities sold short	244	137
Total liabilities	1,098	1,140
Level 1
Assets
Trading securities	332	324
LHFS at fair value	0
MSRs	0
Private equity investments	0
Total assets	339	332
Liabilities [Abstract]
Securities sold short	0
Level 2
Assets
Trading securities	1,060	424
LHFS at fair value	1,291	1,716
MSRs	0
Private equity investments	0
Total assets	29,144	29,366
Liabilities [Abstract]
Securities sold short	244	137
Total liabilities	1,096	1,120
Level 3
Assets
Trading securities	0
LHFS at fair value	0
MSRs	1,088	1,052
Private equity investments	400	362
Total assets	1,980	1,928
Liabilities [Abstract]
Securities sold short	0
Total liabilities	2	20
U.S. Treasury
Assets
AFS securities	3,595	2,587
U.S. Treasury | Level 1
Assets
AFS securities	0
U.S. Treasury | Level 2
Assets
AFS securities	3,595	2,587
U.S. Treasury | Level 3
Assets
AFS securities	0
GSE
Assets
AFS securities	181	180
GSE | Level 1
Assets
AFS securities	0
GSE | Level 2
Assets
AFS securities	181	180
GSE | Level 3
Assets
AFS securities	0
Agency MBS
Assets
AFS securities	20,238	21,264
Agency MBS | Level 1
Assets
AFS securities	0
Agency MBS | Level 2
Assets
AFS securities	20,238	21,264
Agency MBS | Level 3
Assets
AFS securities	0
States and political subdivisions
Assets
AFS securities	2,000	2,205
States and political subdivisions | Level 1
Assets
AFS securities	0
States and political subdivisions | Level 2
Assets
AFS securities	2,000	2,205
States and political subdivisions | Level 3
Assets
AFS securities	0
Non-agency MBS
Assets
AFS securities	644	679
Non-agency MBS | Level 1
Assets
AFS securities	0
Non-agency MBS | Level 2
Assets
AFS securities	164	172
Non-agency MBS | Level 3
Assets
AFS securities	480	507
Other
Assets
AFS securities	10	11
Other | Level 1
Assets
AFS securities	7	8
Other | Level 2
Assets
AFS securities	3	3
Other | Level 3
Assets
AFS securities	0
Interest rate contracts
Assets
Derivative assets	621	814
Liabilities [Abstract]
Derivative liabilities	850	998
Interest rate contracts | Level 1
Assets
Derivative assets	0
Liabilities [Abstract]
Derivative liabilities	0
Interest rate contracts | Level 2
Assets
Derivative assets	609	807
Liabilities [Abstract]
Derivative liabilities	848	978
Interest rate contracts | Level 3
Assets
Derivative assets	12	7
Liabilities [Abstract]
Derivative liabilities	2	20
Foreign exchange contracts
Assets
Derivative assets	3	8
Liabilities [Abstract]
Derivative liabilities	4	5
Foreign exchange contracts | Level 1
Assets
Derivative assets	0
Liabilities [Abstract]
Derivative liabilities	0
Foreign exchange contracts | Level 2
Assets
Derivative assets	3	8
Liabilities [Abstract]
Derivative liabilities	4	$ 5
Foreign exchange contracts | Level 3
Assets
Derivative assets	0
Liabilities [Abstract]
Derivative liabilities	$ 0

XML

Fair Value Disclosures - Rollforward of Level 3 Assets and Liabilities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Total realized and unrealized gains (losses): Included in earnings:
Interest income	$ 1,775	$ 1,721
Mortgage banking income	103	91
Other noninterest income	108	42
Non-agency MBS
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period	507	626
Total realized and unrealized gains (losses): Included in earnings:
Interest income	9	15
Included in unrealized net holding gains (losses) in OCI	(18)	(20)
Settlements	(18)	(21)
Transfers out of Level 3	0
Adoption of fair value option for commercial MSRs		0
Balance at end of period	480	600
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held	8	15
MSRs
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period	1,052	880
Total realized and unrealized gains (losses): Included in earnings:
Mortgage banking income	37	(127)
Issuances	38	22
Settlements	(39)	(38)
Adoption of fair value option for commercial MSRs		123
Balance at end of period	1,088	860
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held	37	(127)
Net Derivatives
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period	(13)	4
Total realized and unrealized gains (losses): Included in earnings:
Mortgage banking income	(4)	32
Issuances	15	40
Settlements	12	(55)
Transfers out of Level 3	0
Adoption of fair value option for commercial MSRs		0
Balance at end of period	10	21
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held	9	21
Private Equity Investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period	362	289
Total realized and unrealized gains (losses): Included in earnings:
Other noninterest income	5	3
Purchases	68	19
Sales	(18)	(8)
Settlements	(4)	(2)
Transfers out of Level 3	(13)
Adoption of fair value option for commercial MSRs		0
Balance at end of period	400	301
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held	$ 2	$ 2

XML

Fair Value Disclosures - Loans Held for Sale (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Fair Value Disclosures [Abstract]
Fair Value	$ 1,291	$ 1,716
Aggregate UPB	1,270	1,736
Difference	$ 21	$ (20)

XML

Fair Value Disclosures - Measured on a Nonrecurring Basis (Details) - Fair Value, Measurements, Nonrecurring - Level 3 - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Carrying Value
Impaired loans	$ 255	$ 329
Foreclosed real estate	49	66
Valuation Adjustments
Impaired loans	(8)	(38)
Foreclosed real estate	$ (66)	$ (54)

XML

Fair Value Disclosures - Financial Assets and Liabilities Not Recorded at Fair Value (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Financial assets:
HTM securities	$ 18,209	$ 16,680
Loans and leases HFI, net of ALLL	141,118	141,833
Financial liabilities:
Deposits	161,333	160,234
Long-term debt	21,635	21,965
Carrying Amount
Financial assets:
HTM securities	18,209	16,680
Loans and leases HFI, net of ALLL	141,118	141,833
Financial liabilities:
Deposits	161,333	160,234
Long-term debt	21,635	21,965
Fair Value
Financial assets:
HTM securities	18,075	16,546
Loans and leases HFI, net of ALLL	141,013	142,044
Financial liabilities:
Deposits	161,446	160,403
Long-term debt	21,815	22,423
Fair Value | Level 2
Financial assets:
HTM securities	18,075	16,546
Loans and leases HFI, net of ALLL	0	0
Financial liabilities:
Deposits	161,446	160,403
Long-term debt	21,815	22,423
Fair Value | Level 3
Financial assets:
HTM securities	0	0
Loans and leases HFI, net of ALLL	141,013	142,044
Financial liabilities:
Deposits	0	0
Long-term debt	$ 0	$ 0

XML

Fair Value Disclosures - Off-Balance Sheet Financial Instruments (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Commitments to extend, originate or purchase credit
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Notional/Contract Amount	$ 65,134	$ 64,395
Fair Value	265	250
Residential mortgage loans sold with recourse
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Notional/Contract Amount	557	578
Fair Value	6	7
Other loans sold with recourse
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Notional/Contract Amount	4,528	4,240
Fair Value	7	7
Letters of credit
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Notional/Contract Amount	2,788	2,786
Fair Value	$ 25	$ 27

XML

Derivative Financial Instruments - Classifications and Hedging Relationships (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	$ 76,208	$ 75,251
Fair Value, Gain	624	822
Fair Value, Loss	(854)	(1,003)
Derivative Asset [Abstract]
Amounts subject to master netting arrangements not offset due to policy election	(358)	(443)
Cash collateral (received) posted	(83)	(119)
Net amount	183	260
Derivative Liability [Abstract]
Amounts subject to master netting arrangements not offset due to policy election	358	443
Cash collateral (received) posted	410	450
Net amount	(86)	(110)
Cash flow hedges | Interest rate contracts | Pay Fixed Swaps [Member] | 3 mo. LIBOR funding
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	7,050	7,050
Fair Value, Gain	0	0
Fair Value, Loss	(178)	(187)
Fair value hedges | Interest rate contracts
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	19,667	15,466
Fair Value, Gain	178	206
Fair Value, Loss	(202)	(186)
Fair value hedges | Interest rate contracts | Pay Fixed Swaps [Member] | Commercial Loans [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	359	346
Fair Value, Gain	4	4
Fair Value, Loss	(1)	(2)
Fair value hedges | Interest rate contracts | Pay Fixed Swaps [Member] | Municipal Securities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	231	231
Fair Value, Gain	0	0
Fair Value, Loss	(80)	(83)
Fair value hedges | Interest rate contracts | Receive Fixed Swaps [Member] | Long-term Debt [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	14,307	12,099
Fair Value, Gain	174	202
Fair Value, Loss	(120)	(100)
Fair value hedges | Interest rate contracts | Options | Long-term Debt [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	4,770	2,790
Fair Value, Gain	0	0
Fair Value, Loss	(1)	(1)
Not designated as hedges
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	49,491	52,735
Fair Value, Gain	446	616
Fair Value, Loss	(474)	(630)
Not designated as hedges | Client-related and other risk management
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	28,595	28,688
Fair Value, Gain	269	319
Fair Value, Loss	(289)	(336)
Not designated as hedges | Client-related and other risk management | Interest rate contracts | Pay Fixed Swaps [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	10,401	10,263
Fair Value, Gain	50	43
Fair Value, Loss	(216)	(252)
Not designated as hedges | Client-related and other risk management | Interest rate contracts | Receive Fixed Swaps [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	10,162	9,989
Fair Value, Gain	201	235
Fair Value, Loss	(52)	(44)
Not designated as hedges | Client-related and other risk management | Interest rate contracts | Other Swaps [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	1,083	1,086
Fair Value, Gain	2	2
Fair Value, Loss	(3)	(5)
Not designated as hedges | Client-related and other risk management | Interest rate contracts | Other
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	616	709
Fair Value, Gain	2	2
Fair Value, Loss	(2)	(2)
Not designated as hedges | Client-related and other risk management | Interest rate contracts | Forward Commitments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	5,731	5,972
Fair Value, Gain	11	29
Fair Value, Loss	(12)	(28)
Not designated as hedges | Client-related and other risk management | Foreign exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	602	669
Fair Value, Gain	3	8
Fair Value, Loss	(4)	(5)
Not designated as hedges | Mortgage banking | Interest rate contracts
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	4,769	6,325
Fair Value, Gain	19	60
Fair Value, Loss	(17)	(35)
Not designated as hedges | Mortgage banking | Interest rate contracts | Interest Rate Lock Commitments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	1,695	2,219
Fair Value, Gain	12	7
Fair Value, Loss	(2)	(20)
Not designated as hedges | Mortgage banking | Interest rate contracts | When Issued Securities, Forward Rate Agreements And Forward Commitments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	2,510	3,657
Fair Value, Gain	6	51
Fair Value, Loss	(14)	(14)
Not designated as hedges | Mortgage banking | Interest rate contracts | Other
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	564	449
Fair Value, Gain	1	2
Fair Value, Loss	(1)	(1)
Not designated as hedges | MSRs | Interest rate contracts
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	16,127	17,722
Fair Value, Gain	158	237
Fair Value, Loss	(168)	(259)
Not designated as hedges | MSRs | Interest rate contracts | Pay Fixed Swaps [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	3,966	3,768
Fair Value, Gain	37	56
Fair Value, Loss	(9)	(7)
Not designated as hedges | MSRs | Interest rate contracts | Receive Fixed Swaps [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	4,209	5,034
Fair Value, Gain	12	18
Fair Value, Loss	(156)	(236)
Not designated as hedges | MSRs | Interest rate contracts | Options
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	5,450	5,710
Fair Value, Gain	103	160
Fair Value, Loss	(3)	(8)
Not designated as hedges | MSRs | Interest rate contracts | When Issued Securities, Forward Rate Agreements And Forward Commitments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	2,479	3,210
Fair Value, Gain	6	3
Fair Value, Loss	0	(8)
Not designated as hedges | MSRs | Interest rate contracts | Other
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	23	0
Fair Value, Gain	0	0
Fair Value, Loss	$ 0	$ 0

XML

Derivative Financial Instruments - Effect on the Consolidated Statements of Income (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Not designated as hedges
Not Designated as Hedges
Pre-tax Gain (Loss) Recognized in Income	$ (26)	$ 128
Cash flow hedges | Interest rate contracts
Cash Flow Hedges
Pre-tax Gain (Loss) Recognized in OCI	4	(200)
Cash flow hedges | Interest rate contracts | Total interest expense
Cash Flow Hedges
Pre-tax Gain (Loss) Reclassified from AOCI into Income	8	(17)
Fair value hedges | Interest rate contracts
Fair Value Hedges
Pre-tax Gain (Loss) Recognized in Income	42	56
Fair value hedges | Interest rate contracts | Total interest income
Fair Value Hedges
Pre-tax Gain (Loss) Recognized in Income	(4)	(4)
Fair value hedges | Interest rate contracts | Total interest expense
Fair Value Hedges
Pre-tax Gain (Loss) Recognized in Income	46	60
Client-related and other risk management | Interest rate contracts | Other noninterest income | Not designated as hedges
Not Designated as Hedges
Pre-tax Gain (Loss) Recognized in Income	11	(1)
Client-related and other risk management | Foreign exchange contracts | Other noninterest income | Not designated as hedges
Not Designated as Hedges
Pre-tax Gain (Loss) Recognized in Income	(2)	(8)
Mortgage banking | Interest rate contracts | Mortgage banking income | Not designated as hedges
Not Designated as Hedges
Pre-tax Gain (Loss) Recognized in Income	(15)	(6)
MSRs | Interest rate contracts | Mortgage banking income | Not designated as hedges
Not Designated as Hedges
Pre-tax Gain (Loss) Recognized in Income	$ (20)	$ 143

XML

Derivative Financial Instruments - Cash Flow and Fair Value Hedges (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Cash flow hedges
Cash Flow Hedges
Net unrecognized after-tax loss on active hedges recorded in AOCI	$ (112)	$ (118)
Net unrecognized after-tax gain on terminated hedges recorded in AOCI (to be recognized in earnings through 2022)	18	26
Estimated portion of net after-tax gain (loss) on active and terminated hedges to be reclassified from AOCI into earnings during the next 12 months	$ (21)	$ (4)
Maximum length of time entity has hedged portion of variable cash flows for forecasted transactions (in years)	5 years	6 years
Fair value hedges
Fair Value Hedges
Unrecognized pre-tax net gain on terminated hedges (to be recognized as interest primarily through 2019)	$ 150	$ 169
Portion of pre-tax net gain on terminated hedges to be recognized as a change in interest during the next 12 months	$ 52	$ 56

XML

Derivative Financial Instruments - Dealer Counterparties and Central Clearing Parties (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Dealer Counterparties [Member]
Credit Derivatives [Line Items]
Cash collateral received from dealer counterparties	$ 85	$ 123
Derivatives in a net gain position secured by that collateral	87	123
Unsecured positions in a net gain with dealer counterparties after collateral postings	3	4
Cash collateral posted	151	138
Derivatives in a net loss position secured by that collateral	153	144
Additional collateral that would have been posted had BB&T's credit ratings dropped below investment grade	2	8
Central Clearing Parties [Member]
Credit Derivatives [Line Items]
Cash collateral posted	261	313
Derivatives in a net loss position secured by that collateral	274	318
Securities pledged to central clearing parties	$ 119	$ 119

XML

Computation of EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Earnings Per Share [Abstract]
Net income available to common shareholders	$ 378	$ 527
Weighted average number of common shares (in shares)	809,903	781,193
Effect of dilutive outstanding equity-based awards (in shares)	12,816	8,983
Weighted average number of diluted common shares (in shares)	822,719	790,176
Basic EPS (in dollars per share)	$ 0.47	$ 0.67
Diluted EPS (in dollars per share)	$ 0.46	$ 0.67
Anti-dilutive awards (in shares)	295	10,711

XML

Operating Segments - Narrative (Details) - Financial Services $ in Millions	3 Months Ended
	Mar. 31, 2017 USD ($)
Segment Reporting Information [Line Items]
Loans transferred	$ 218
Deposits transferred	$ 2,000

XML

Operating Segments (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		$ 1,609	$ 1,529
Allocated provision for credit losses		148	184
Noninterest income		1,171	1,016
Noninterest expense		2,064	1,513
Amortization of intangibles		38	32
Income before income taxes		530	816
Provision for income taxes		104	246
Net income		426	570
Identifiable assets (period end)		220,501	212,405	$ 219,276
Community Banking
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		587	529
Residential Mortgage Banking
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		333	341
Dealer Financial Services
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		241	229
Specialized Lending
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		175	168
Insurance Holdings
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		0	0
Financial Services
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		65	63
Other, Treasury & Corporate (1)
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)	[1]	208	199
Operating Segments | Community Banking
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		991	918
Allocated provision for credit losses		25	(10)
Noninterest income		313	288
Noninterest expense		435	422
Amortization of intangibles		18	19
Allocated corporate expenses		344	332
Income before income taxes		520	475
Provision for income taxes		186	173
Net income		334	302
Identifiable assets (period end)		73,563	67,715
Operating Segments | Residential Mortgage Banking
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		111	114
Allocated provision for credit losses		5	10
Noninterest income		76	71
Noninterest expense		74	78
Amortization of intangibles		0	0
Allocated corporate expenses		31	26
Income before income taxes		77	71
Provision for income taxes		29	27
Net income		48	44
Identifiable assets (period end)		34,092	34,758
Operating Segments | Dealer Financial Services
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		196	189
Allocated provision for credit losses		95	76
Noninterest income		0	1
Noninterest expense		41	35
Amortization of intangibles		0	0
Allocated corporate expenses		14	11
Income before income taxes		46	68
Provision for income taxes		17	26
Net income		29	42
Identifiable assets (period end)		16,191	14,692
Operating Segments | Specialized Lending
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		101	100
Allocated provision for credit losses		16	19
Noninterest income		70	62
Noninterest expense		69	62
Amortization of intangibles		3	1
Allocated corporate expenses		20	17
Income before income taxes		63	63
Provision for income taxes		13	13
Net income		50	50
Identifiable assets (period end)		17,770	16,351
Operating Segments | Insurance Holdings
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		2	1
Allocated provision for credit losses		0	0
Noninterest income		462	421
Noninterest expense		342	299
Amortization of intangibles		16	11
Allocated corporate expenses		31	28
Income before income taxes		75	84
Provision for income taxes		28	31
Net income		47	53
Identifiable assets (period end)		3,377	2,800
Operating Segments | Financial Services
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		154	142
Allocated provision for credit losses		1	90
Noninterest income		216	199
Noninterest expense		183	182
Amortization of intangibles		2	1
Allocated corporate expenses		45	37
Income before income taxes		144	34
Provision for income taxes		53	13
Net income		91	21
Identifiable assets (period end)		18,337	17,763
Operating Segments | Other, Treasury & Corporate (1)
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)	[1]	54	65
Allocated provision for credit losses	[1]	6	(1)
Noninterest income	[1]	34	(26)
Noninterest expense	[1]	920	435
Amortization of intangibles	[1]	(1)	0
Allocated corporate expenses	[1]	(485)	(451)
Income before income taxes	[1]	(395)	21
Provision for income taxes	[1]	(222)	(37)
Net income	[1]	(173)	58
Identifiable assets (period end)	[1]	57,171	58,326
Intersegment Eliminations | Community Banking
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		404	389
Intersegment net referral fees (expense)		38	32
Intersegment Eliminations | Residential Mortgage Banking
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		(222)	(227)
Intersegment net referral fees (expense)		0	0
Intersegment Eliminations | Dealer Financial Services
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		(45)	(40)
Intersegment net referral fees (expense)		0	0
Intersegment Eliminations | Specialized Lending
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		(74)	(68)
Intersegment net referral fees (expense)		0	0
Intersegment Eliminations | Insurance Holdings
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		2	1
Intersegment net referral fees (expense)		0	0
Intersegment Eliminations | Financial Services
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		89	79
Intersegment net referral fees (expense)		5	3
Intersegment Eliminations | Other, Treasury & Corporate (1)
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)	[1]	(154)	(134)
Intersegment net referral fees (expense)	[1]	$ (43)	$ (35)

[1] Includes financial data from business units below the quantitative and qualitative thresholds requiring disclosure.