UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2012
Commission file number 1-10853
BB&T Corporation 401(k) Savings Plan
(Full title of the plan)
BB&T Corporation
(Name of issuer of securities)
200 West Second Street, Winston-Salem, NC 27101
(Address of issuer's principal executive offices)
BB&T Corporation
401(k) Savings Plan
Financial Statements and Supplemental Schedules
Years Ended December 31, 2012 and 2011
BB&T Corporation 401(k) Savings Plan
Index
December 31, 2012 and 2011
*Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of the
BB&T Corporation 401(k) Savings Plan
In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of BB&T Corporation 401(k) Savings Plan (the “Plan”) at December 31, 2012 and 2011, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) and Schedule of Delinquent Participant Contributions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
Charlotte, NC
June 27, 2013
BB&T Corporation 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2012 and 2011
| | | | | | | | | 2012 | | 2011 |
| | | | | | | | | | | |
| Assets | | | | | | | |
| Investments, at fair value | | | | |
| | BB&T Corporation common stock | $ | 567,879,916 | $ | 524,107,559 |
| | Mutual funds | | 1,354,342,314 | | 1,112,143,788 |
| | Common/collective trusts | | 9,020,618 | | - |
| | Self-directed investments | | 72,838,992 | | 56,923,360 |
| | Separately managed accounts | | 2,941,894 | | - |
| | One-year bank investment contract | | - | | 135,830,963 |
| | Cash and cash equivalents | | 2,968,754 | | - |
| | Associate insured deposit account | | 161,744,172 | | - |
| | | | | | | Total investments, at fair value | | 2,171,736,660 | | 1,829,005,670 |
| | | | | | | | | | | |
| Receivables: | | | | |
| | Notes receivable from participants | | 46,749,988 | | 42,686,292 |
| | | | | | | | | | | |
| | | | | | | Net assets available for benefits | $ | 2,218,486,648 | $ | 1,871,691,962 |
The accompanying notes are an integral part of these financial statements.
BB&T Corporation 401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2012 and 2011
| | | | | | | | | 2012 | | 2011 |
| | | | | | | | | | | |
| Additions to (deductions from) net assets attributable to: | | | | |
| | Investment income (loss) | | | | |
| | | Interest | | $ | 2,214,188 | $ | 1,080,582 |
| | | Dividends | | 50,550,408 | | 40,141,783 |
| | | Net appreciation (depreciation) in fair value of investments | | 185,678,560 | | (71,505,857) |
| | | | | | | Net investment income (loss) | | 238,443,156 | | (30,283,492) |
| | | | | | | | | | | |
| | Interest on notes receivable from participants | | 1,869,578 | | 1,853,072 |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | Contributions | | | | |
| | | Employer | | 84,893,942 | | 76,480,477 |
| | | Employee | | 118,059,171 | | 107,164,365 |
| | | Rollovers | | 11,177,877 | | 7,312,737 |
| | | | | | | Total contributions | | 214,130,990 | | 190,957,579 |
| | | | | | | | | | | |
| | Benefits paid to participants | | (173,622,730) | | (144,474,164) |
| | Administrative expenses | | (449,419) | | (422,356) |
| | | | | | | | | | | |
| | Net increase prior to transfers from other plans | | 280,371,575 | | 17,630,639 |
| | | | | | | | | | | |
| Transfers from other plans | | 66,423,111 | | 137,592 |
| | | | | Net increase | | 346,794,686 | | 17,768,231 |
| | | | | | | | | | | |
| Net assets available for benefits | | | | |
| Beginning of year | | 1,871,691,962 | | 1,853,923,731 |
| End of year | | $ | 2,218,486,648 | $ | 1,871,691,962 |
The accompanying notes are an integral part of these financial statements.
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2012 and 2011
1. Description of the BB&T Corporation 401(k) Savings Plan
The following description of the BB&T Corporation 401(k) Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan sponsored by BB&T Corporation (the “Corporation” or “Plan Sponsor”). The Plan, which was established effective July 1, 1982 and amended and restated as of January 1, 2007, is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Board of Directors (“Board”) is responsible for oversight of the Plan, including the appropriateness of the Plan’s investment offerings, and monitoring of investment performance. In accordance with the Plan Document, certain of the Board’s responsibilities have been delegated to the Employee Benefit Plans Committee.
Eligibility for Participation
The Plan covers all employees of participating subsidiaries who meet age and service requirements. Employees are eligible to make salary reduction contributions immediately after employment with the Corporation and are eligible to receive matching contributions after attaining the age of 21 with one year of continuous employment in which they have worked at least 1,000 hours. Participation in the Plan is based on voluntary election by each employee.
Contributions
Participants can elect to contribute between 1 percent and 50 percent, in whole percentages, of their eligible earnings, as defined in the Plan agreement, on a pre-tax basis subject to certain Internal Revenue Code (“IRC”) limitations. Effective January 1, 2012, the Plan added a Roth feature that allows for after-tax contributions. The Corporation matches dollar-for-dollar up to 6 percent of compensation that a participant contributes to the Plan. Participants may make changes in their contribution percentage at any time. Allocations among fund options offered by the Plan may be changed on a daily basis. Participants may also contribute funds from other tax-qualified plans as rollover contributions.
Vesting
Participants are vested immediately in their contributions, employer matching contributions and actual earnings allocated to their account.
Notes Receivable from Participants
Participants may borrow from their account balances an amount not to exceed the lesser of $50,000 (less adjustments as required by the IRS) or 50 percent of their account balance. The minimum loan amount allowed by the Plan is $1,000. Only one loan can be taken during the Plan year and a participant may have only one loan outstanding at any time. The interest rate charged on amounts borrowed is equal to the Corporation’s prime lending rate plus 1 percent at the loan origination date. Loans from merged plans are carried at the terms and conditions that were set by the predecessor plans.
Payment of Benefits
Upon termination, a participant may elect to have distributions paid from their account in installments, a lump sum or any combination of the two. Retired participants may elect installment payments to occur over a period not to exceed the participant's life expectancy, or the life expectancy of the participant and beneficiary. Hardship withdrawals are allowed by the Plan in accordance with Plan provisions and Internal Revenue Service (“IRS”) regulations.
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2012 and 2011
Participant Accounts
Each participant’s individual account is credited with the participant’s contributions and allocations of matching contributions, earnings on the account and administrative expenses. Allocations of earnings and expenses are based upon the market activity and fees of the investment options selected by the participant. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Forfeitures
Forfeitures represent nonvested employer matching contributions of participants in predecessor plans that have terminated their employment with their employer. At December 31, 2012 and 2011, forfeited accounts totalled $9 and $12, respectively. This account can be used to reduce employer contributions. In 2012 and 2011, contributions by the employer were reduced by $23,886 and $20,473, respectively, from the forfeiture account.
Reclassifications
Certain amounts reported in prior years' financial statements have been reclassified to conform to the current presentations. Such reclassifications had no effect on previously reported net assets available for benefits.
2. Summary of Significant Accounting Policies
Basis of Accounting
The Plan’s financial statements have been prepared using the accrual basis of accounting.
Administrative Expenses
The Plan Sponsor may elect, but is not required, to pay recordkeeping and other administrative expenses incurred by the Plan. The Plan Sponsor has elected to pay certain administrative fees related to professional services provided to the Plan (see Note 10).
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the plan document.
Cash and Cash Equivalents
Cash and cash equivalents includes interest-bearing deposits with the Corporation so that the carrying amount is considered a reasonable estimate of fair value.
Investment Valuation and Income Recognition
Participants may direct the investment of their contributions as well as employer matching contributions among various mutual funds, BB&T Corporation Stock, common/collective trusts, separately managed accounts consisting primarily of common stock and foreign stock, an Associate Insured Deposit Account effective February 1, 2012 and a bank investment contract (the “one-year BIC”) through January 31, 2012, each offering different degrees of risk and return. There is also a self-directed brokerage investment option for Plan participants. The Plan's investments are stated at fair value. Refer to Note 7 for detailed disclosures of methodologies used to determine the recorded fair value of Plan investments.
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2012 and 2011
Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income on mutual funds is recorded on the ex-dividend date. Capital gain distributions on mutual funds are included in dividend income. Dividend income on BB&T Corporation common stock is recorded on the ex-dividend date. The Plan presents in the Statements of Changes in Net Assets Available for Benefits the net appreciation/depreciation in the fair value of its investments, which consists of the realized gains or losses and unrealized appreciation or depreciation on investments held at year end.
FASB ASC Topic 820, Fair Value Measurements ("Topic 820"), provides a framework for measuring fair value which requires that an entity determine asset and liability fair values based on the exit price from the principal market for the asset or liability being measured. Fair value measurements are discussed further in Note 7.
Payment of Benefits
Benefits claims are recorded when they have been approved for payment and paid by the Plan.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the dates of the financial statements and the reported changes in net assets available for benefits during the reported periods. Actual results could differ from those estimates.
3. New Accounting Pronouncements
In May 2011, the FASB issued ASU 2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-4 is intended to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments are of two types: (i) those that clarify the Board’s intent about the application of existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The update is effective for annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the Plan's financial statements.
In December 2011, the FASB issued ASU 2011-11 Balance Sheet. ASU 2011-11 provides guidance on enhanced disclosures that will enable users of financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. This guidance is effective for annual periods beginning on or after January 1, 2013 and is not expected to impact the Plan’s financial statements or disclosures.
4. Bank Investment Contract and Associate Insured Deposit Account
The Plan invested in a fully benefit-responsive bank investment contract guaranteed by the Corporation through January 31, 2012. The contract was credited with earnings at the guaranteed rate and charged for participant withdrawals and administrative expenses. Participants could ordinarily direct the withdrawal or transfer of all or a portion of their investment without penalty and there were no limitations on the Plan’s ability to transact at contract value with the issuer.
There were no reserves for credit risk of the contract issuer or otherwise. The average yield and crediting interest rates were approximately .77 percent and .77 percent in 2011 and ..62 percent and
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2012 and 2011
.62 percent in January 2012, respectively. The interest rate was reset annually based on November 30th market yields for United States Treasury Notes having a one-year maturity.
Effective February 1, 2012, investments in the BIC became investments in the Associate Insured Deposit Account. The account was credited with earnings at the guaranteed rate and charged for participant withdrawals and administrative expenses. Participants can ordinarily direct the withdrawal or transfer of all or a portion of their investment without penalty and there is no limitation on the Plan’s ability to transact at contract value with the issuer.
The interest rate resets monthly based on market yields for United States Treasury Notes having a one-year maturity. The rate credited is based on the average yield as of the 30th day of each month plus fifty basis points. The crediting interest rate for the period from February 1, 2012 to December 31, 2012 ranged from .62 percent to .71 percent and average yield rate was approximately .67 percent for the same period. There were no reserves for credit risk of the contract issuer or otherwise.
As described in FASB ASC Topic 946-210, Fully Benefit-Responsive Investment Contracts ("Topic 946-210") and Topic 962-325, Defined Contribution Plans Investments—Other ("Topic 962-325"), investment contracts held by a defined-contribution plan are required to be reported at fair value. Contract value is the relevant measurement attribute for that portion of net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As required by Topic 946-210 and Topic 962-325, the Statement of Net Assets Available for Benefits presents the fair value of the BIC and Associate Insured Deposit Account. No adjustment for contract value is necessary, as the contract value approximates fair value.
5. Transfers from Other Plans
During 2012 and 2011, BB&T Corporation authorized the transfer of participant accounts from various acquired company plans into the Plan. Participant account balances, including investments and notes receivable from participants, were transferred from the various plans at various dates during 2012 and 2011 as follows:
| | | | | | | | | 2012 |
| Crump Life Insurance Services, Inc. 401(k) Savings Plan | $ | 53,539,492 |
| Sterling MGT, Inc. 401(k) Profit Sharing Plan | | 8,788,549 |
| Atlantic Risk Management 401(k) Plan | | 3,502,922 |
| Liberty Benefits Insurance Services, Inc. 401(k) Plan | | 441,442 |
| The Crump Group 401(k) Savings Plan | | 138,563 |
| BB&T Retirement Plan for Certain Acquired Companies | | 12,143 |
| | $ | 66,423,111 |
| | | | | | | | | |
| | | | | | | | | 2011 |
| | | |
| Heritage Title Services 401(k) Plan | $ | 137,592 |
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2012 and 2011
6. Investments
The following table presents the fair value investments that represent five percent or more of the Plan's net assets in one or both years:
| | | | | | | | | 2012 | | 2011 |
| BB&T Corporation Common Stock, 19,508,070 and | | | | |
| | 20,822,708 shares, respectively | $ | 567,879,916 | $ | 524,107,559 |
| Sterling Capital Select Equity Fund, 13,310,309 and | | | | |
| | 13,327,503 shares, respectively | | 167,310,590 | | 148,068,554 |
| Federated Treasury Obligations Fund, 112,198,035 and | | | | |
| | 116,585,164 shares, respectively | | 112,198,035 | | 116,585,164 |
| Sterling Capital Special Opportunities Fund, 7,777,277 and | | | | |
| | 7,056,882 shares, respectively | | 143,568,540 | | 118,767,332 |
| Sterling Capital Equity Income Fund, 8,354,898 and 7,348,519 | | |
| | shares, respectively | | 132,759,325 | | 108,831,562 |
| Sterling Capital Total Return Bond Fund, 16,120,982 and 13,099,735 | | |
| | shares, respectively | | 177,653,221 | | 142,132,124 |
| Sterling Capital Mid Value Fund, 9,316,470 and 9,339,011 | | | | |
| | shares, respectively | | 133,598,174 | | 120,473,240 |
| Bank Investment Contract | | - | | 135,830,963 |
| Associate Insured Deposit Account | | 161,744,172 | | - |
During 2012 and 2011, the Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:
| | | | | | 2012 | | 2011 |
| Net appreciation (depreciation) in fair value of investments: | | |
| | BB&T Corporation common stock | $ | 83,970,678 | $ | (22,428,071) |
| | Mutual funds | | 83,325,976 | | (45,654,269) |
| | Common/Collective Trusts | | 23,866 | | - |
| | Common Stock | | 15,652,923 | | (3,276,711) |
| | Foreign Stock | | 1,640,033 | | - |
| | Corporate Bonds | | 78,310 | | (140,660) |
| | US Government Securities | | 2,754 | | (6,146) |
| | Other | | 984,020 | | - |
| | | | | $ | 185,678,560 | $ | (71,505,857) |
7. Fair Value of Financial Instruments
Topic 820 defines 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. Topic 820 also establishes a three-level fair value hierarchy that describes the inputs used to measure asset and liabilities. There have been no changes in the methodologies used at December 31, 2012 and 2011.
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2012 and 2011
Level 1
Level 1 asset and liability fair values are based on quoted prices in active markets for identical assets and liabilities. Level 1 assets and liabilities include mutual funds, common stock and foreign stock traded on an exchange or listed market. In addition, the Plan offers a self-directed brokerage option that holds mutual funds and common stock and two separately managed accounts that primarily hold common stock and foreign stock, which are traded on an exchange or listed market.
Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded. Common stock is valued at the closing price reported on the active market on which the individual securities are traded.
Level 2
Level 2 asset and liability fair values are based on observable inputs that include: quoted market prices for similar assets or liabilities in an active market not defined by Level 1; quoted market prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable in the market and can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include a one-year BIC, the associate insured deposit account, common/collective trusts and corporate and government bonds in the self-directed brokerage option.
The fair value of the one-year BIC and the associate insured deposit account approximates contract value. Contract value is determined as the face value of the Plan's investment, credited with earnings at the guaranteed rate and charged for participant withdrawals and administrative expenses. Refer to Note 4 for detailed disclosures related to Plan investment in the one-year BIC and the associate insured deposit account.
The fair value of the common/collective trusts is based on NAV, as provided by the trustee. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participants’ transactions (purchase and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the investment adviser reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner.
The fair value of government securities and corporate bonds were determined by closing prices at the end of the Plan year. Closing prices are obtained from third party pricing vendors. When quoted prices are unavailable, pricing vendors use various evaluation methodologies, which would be based on quoted prices for securities with similar coupons, ratings, and maturities.
Level 3
Level 3 assets and liabilities are financial instruments whose value is calculated by the use of pricing models and/or discounted cash flow methodologies, as well as financial instruments for which the determination of fair value requires significant management judgment or estimation. These methodologies may result in a significant portion of the fair value being derived from unobservable data. As of December 31, 2012 and 2011, there are no level 3 assets.
The preceding methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2012 and 2011
believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Assets and liabilities measured at fair value on a recurring basis are summarized below:
| | | | | Fair Value Measurements for Assets Measured on a Recurring Basis as of December 31, 2012 |
| | | | | | | Quoted Prices in Active Markets for Identical Assets and Liabilities | | Significant Other Observable Inputs | | Significant Unobservable Inputs |
| | | | | Total | | (Level 1) | | (Level 2) | | (Level 3) |
| BB&T common stock | $ | 567,879,916 | $ | 567,879,916 | $ | - | $ | - |
| Mutual funds: | | | | | | | | |
| | | Money Market Funds | | 112,198,035 | | 112,198,035 | | - | | - |
| | | Stock Funds | | 787,066,394 | | 787,066,394 | | - | | - |
| | | Index Funds | | 82,840,764 | | 82,840,764 | | - | | - |
| | | Fixed Income Funds | | 177,653,221 | | 177,653,221 | | - | | - |
| | | Life Cycle Funds | | 194,583,900 | | 194,583,900 | | - | | - |
| | Total Mutual Funds | | 1,354,342,314 | | 1,354,342,314 | | - | | - |
| | | | | | | | | | | |
| Common/Collective Trusts | | 9,020,618 | | - | | 9,020,618 | | - |
| | | | | | | | | | | |
| Self-directed investments: | | | | | | | | |
| | | Common stock | | 39,869,594 | | 39,869,594 | | - | | - |
| | | Mutual funds | | 31,247,180 | | 31,247,180 | | - | | - |
| | | Corporate bonds | | 1,663,705 | | - | | 1,663,705 | | - |
| | | US Government Securities | | 58,513 | | - | | 58,513 | | - |
| | | | | 72,838,992 | | 71,116,774 | | 1,722,218 | | - |
| | | | | | | | | | | |
| Separately Managed Accounts: | | | | | | |
| | | Common Stock | | 2,535,485 | | 2,535,485 | | - | | - |
| | | Foreign Stock | | 311,775 | | 311,775 | | - | | - |
| | | Other | | 94,634 | | - | | 94,634 | | - |
| | | | | 2,941,894 | | 2,847,260 | | 94,634 | | - |
| | | | | | | | | | | |
| Associate Insured Deposit Acct | 161,744,172 | | - | | 161,744,172 | | - |
| Total Investments at fair value, excluding cash and cash equivalents | $ | 2,168,767,906 | $ | 1,996,186,264 | $ | 172,581,642 | $ | - |
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2012 and 2011
| | | | | Fair Value Measurements for Assets Measured on a Recurring Basis as of December 31, 2011 |
| | | | | | | Quoted Prices in Active Markets for Identical Assets and Liabilities | | Significant Other Observable Inputs | | Significant Unobservable Inputs |
| | | | | Total | | (Level 1) | | (Level 2) | | (Level 3) |
| Common stock | $ | 524,107,559 | $ | 524,107,559 | $ | - | $ | - |
| Mutual funds: | | | | | | | | |
| | | Money Market Funds | | 119,201,011 | | 119,201,011 | | - | | - |
| | | Stock Funds | | 651,051,691 | | 651,051,691 | | - | | - |
| | | Index Funds | | 65,413,709 | | 65,413,709 | | - | | - |
| | | Fixed Income Funds | | 142,132,124 | | 142,132,124 | | - | | - |
| | | Life Cycle Funds | | 134,345,253 | | 134,345,253 | | - | | - |
| | Total Mutual Funds | | 1,112,143,788 | | 1,112,143,788 | | - | | - |
| | | | | | | | | | | |
| Self-directed investments | | | | | | | | |
| | | Common stock | | 30,376,806 | | 30,376,806 | | - | | - |
| | | Mutual funds | | 25,185,588 | | 25,185,588 | | - | | - |
| | | Corporate bonds | | 1,303,990 | | - | | 1,303,990 | | - |
| | | US Govt Securities | | 56,976 | | - | | 56,976 | | - |
| | | | | 56,923,360 | | 55,562,394 | | 1,360,966 | | - |
| | | | | | | | | | | |
| One-year bank investment contract | | 135,830,963 | | - | | 135,830,963 | | - |
| Total Investments at fair value | $ | 1,829,005,670 | $ | 1,691,813,741 | $ | 137,191,929 | $ | - |
There were no transfers between levels during 2012 and 2011.
Fair Value of Investments in Entities that Use NAV
The following table summarizes investments measured at fair value based on NAV per share as of December 31, 2012.
| | | | | | | Redemption | | Redemption |
| December 31, | | Fair | | Unfunded | | Frequency (if | | Notice |
| 2012 | | Value | | Commitments | | currently eligible) | | Period |
| Morley Capital Stable Value Fund | $ | 3,762,381 | $ | - | | Daily | | 30 days |
| Wells Fargo Stable Value Fund | | 5,258,237 | | - | | Daily | | 12 months |
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2012 and 2011
8. Tax Status
The IRS has determined and informed the Plan Sponsor by letter dated January 10, 2012, that the Plan is designed in accordance with applicable sections of the IRC. The Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Plan Administrator has analyzed the tax positions by the Plan, and has concluded that as of December 31, 2012 and 2011, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2009.
9. Plan Termination
Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, assets of the Plan would be distributed in accordance with the Plan agreement.
10. Party-In-Interest Transactions
Included in Plan assets are mutual funds sponsored by a subsidiary of the Corporation of $790,323,935 and $715,508,619 at December 31, 2012 and 2011, respectively, a BB&T interest-bearing cash account of $2,908,716 at December 31, 2012, a bank investment contract issued by a subsidiary of the Corporation of $135,830,963 at December 31, 2011, deposit accounts sponsored by the Corporation of $161,744,172 at December 31, 2012, assets held in separately managed accounts that are managed by Sterling Capital, a subsidiary of the Corporation, totalling $2,941,894 at December 31, 2012 and BB&T Corporation Common Stock of $567,879,916 and $524,107,559 at December 31, 2012 and 2011, respectively. The Plan received cash dividends of $21,696,436 and $16,203,743 on its investments in BB&T-sponsored mutual funds during 2012 and 2011, respectively, interest of $72,064 and $984,969 on its investment in the bank investment contract during 2012 and 2011, respectively, interest of $900,347 on the deposit account during 2012, and cash dividends of $15,201,762 and $13,459,475 on BB&T common stock investments during 2012 and 2011, respectively.
The costs of administrative services rendered by the Corporation’s Trust Division for the years ended December 31, 2012 and 2011 were $249,677 and $263,159, respectively. The expenses paid through the Plan include only transactional charges such as loan issuance fees, Qualified Domestic Relations Order fees and check reissues. In addition, there are fees charged by TD Ameritrade to participants with self-directed brokerage accounts. These fees were $166,423 and $156,593 for the years ended December 31, 2012 and 2011, respectively.
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2012 and 2011
11. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits.
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2012
| (a) | ( b ) | | ( c ) | | ( e ) |
| | Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| * | BB&T Corporation | | | Common Stock | $ | 567,879,916 |
| | | | | | | |
| * | Sterling Capital | Total Return Bond Fund | | Mutual Fund | | 177,653,221 |
| * | Sterling Capital | Mid Value Fund | | Mutual Fund | | 133,598,174 |
| * | Sterling Capital | Select Equity Fund | | Mutual Fund | | 167,310,590 |
| * | Sterling Capital | Small Value Fund | | Mutual Fund | | 35,434,085 |
| * | Sterling Capital | Special Opportunities Fund | | Mutual Fund | | 143,568,540 |
| * | Sterling Capital | Equity Income Fund | | Mutual Fund | | 132,759,325 |
| | Federated Investors | Federated Treasury Obligations Fund | | Mutual Fund | | 112,198,035 |
| | Fidelity | Contrafund | | Mutual Fund | | 23,611,256 |
| | Vanguard | Institutional Index | | Mutual Fund | | 72,143,070 |
| | T. Rowe Price | Mid Cap Growth Fund | | Mutual Fund | | 33,662,369 |
| | T. Rowe Price | Retirement Income Fund | | Mutual Fund | | 45,262,680 |
| | T. Rowe Price | Retirement 2005 Fund | | Mutual Fund | | 2,236,846 |
| | T. Rowe Price | Retirement 2010 Fund | | Mutual Fund | | 24,526,222 |
| | T. Rowe Price | Retirement 2015 Fund | | Mutual Fund | | 19,750,033 |
| | T. Rowe Price | Retirement 2020 Fund | | Mutual Fund | | 47,886,379 |
| | T. Rowe Price | Retirement 2025 Fund | | Mutual Fund | | 19,692,502 |
| | T. Rowe Price | Retirement 2030 Fund | | Mutual Fund | | 21,191,957 |
| | T. Rowe Price | Retirement 2035 Fund | | Mutual Fund | | 12,638,601 |
| | Harbor | International Fund | | Mutual Fund | | 71,859,376 |
| | Vanguard | International Index | | Mutual Fund | | 10,697,694 |
| | T. Rowe Price | Retirement 2040 Fund | | Mutual Fund | | 31,334,012 |
| | T. Rowe Price | Retirement 2045 Fund | | Mutual Fund | | 8,246,239 |
| | T. Rowe Price | Retirement 2050 Fund | | Mutual Fund | | 3,302,718 |
| | T. Rowe Price | Retirement 2055 Fund | | Mutual Fund | | 3,778,390 |
| | | | | | $ | 1,354,342,314 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2012
| (a) | ( b ) | | ( c ) | | ( e ) |
| | Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| | | | | | | |
| | Morley Capital | Stable Value Fund | | Common/Collective Trust | $ | 3,762,381 |
| | Wells Fargo | Stable Value Fund | | Common/Collective Trust | | 5,258,237 |
| | | | | | $ | 9,020,618 |
| | | | | | | |
| | | | | | | |
| | Plan Participants | | | Self-directed investments | $ | 72,838,992 |
| | | | | | | |
| | Plan Participants | | | Participant loans ( 4.25% to 9.25% due thru April 2027) | $ | 46,749,988 |
| | | | | | | |
| | ALEXANDER & BALDWIN COM | | Common Stock | $ | 16,154 |
| | ASSURANT INC COM | | Common Stock | | 20,647 |
| | BECTON DICKINSON & CO COM | | Common Stock | | 38,000 |
| | CA INC COM | | | Common Stock | | 34,069 |
| | COMPUTER SCIENCES CORP COM | | Common Stock | | 19,424 |
| | DICE HLDGS INC COM | | Common Stock | | 25,475 |
| | DST SYS INC DEL COM | | Common Stock | | 49,510 |
| | E TRADE FINANCIAL CORP COM | | Common Stock | | 37,993 |
| | EARTHLINK INC COM | | Common Stock | | 21,182 |
| | FAIR ISAAC CORP COM | | Common Stock | | 14,374 |
| | FIDELITY NATL INFORMATION SVCS COM | | Common Stock | | 40,554 |
| | FOREST OIL CORP COM PAR $0.01 | | Common Stock | | 14,584 |
| | GENERAL DYNAMICS CORP COM | | Common Stock | | 46,065 |
| | GLOBAL PMTS INC COM | | Common Stock | | 52,095 |
| | INTERPUBLIC GROUP COS INC COM | | Common Stock | | 73,559 |
| | LENDER PROCESSING SVCS INC COM | | Common Stock | | 30,775 |
| | LEUCADIA NATL CORP COM | | Common Stock | | 77,674 |
| | LEXMARK INTL NEW CL A | | Common Stock | | 30,727 |
| | LIFE TECHNOLOGIES CORP COM | | Common Stock | | 57,365 |
| | LINCOLN NATL CORP IND COM | | Common Stock | | 35,613 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2012
| (a) | ( b ) | | ( c ) | | ( e ) |
| | Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| | MARKEL CORP COM | | Common Stock | | 23,405 |
| | OMNICARE INC COM | | Common Stock | | 51,623 |
| | OMNICOM GROUP INC COM | | Common Stock | | 69,694 |
| | REX ENERGY CORPORATION COM | | Common Stock | | 12,174 |
| | SAIC INC COM | | | Common Stock | | 12,565 |
| | STANCORP FINL GROUP INC COM | | Common Stock | | 24,019 |
| | SYMANTEC CORP COM | | Common Stock | | 38,581 |
| | UNIVERSAL TECHNICAL INST INC COM | | Common Stock | | 9,096 |
| | UTI WORLDWIDE INC ORD | | Common Stock | | 31,182 |
| | VIACOM INC NEW CL B | | Common Stock | | 71,463 |
| | WELLPOINT INC COM | | Common Stock | | 49,650 |
| | WESTERN UN CO COM | | Common Stock | | 32,324 |
| | XEROX CORP COM | | | Common Stock | | 45,599 |
| | ZIMMER HLDGS INC COM | | Common Stock | | 30,330 |
| | ACXIOM CORP COM | | Common Stock | | 3,632 |
| | ADVANCED ENERGY INDS COM | | Common Stock | | 4,985 |
| | AEP INDS INC COM | | Common Stock | | 4,975 |
| | ALASKA AIR GROUP INC COM | | Common Stock | | 13,789 |
| | ALLISON TRANSMISSION HLDGS INC COM | | Common Stock | | 5,513 |
| | ALON USA ENERGY INC COM | | Common Stock | | 6,295 |
| | AMERCO COM | | | Common Stock | | 5,580 |
| | AMERICAN CAP MTG INVT CORP COM | | Common Stock | | 4,549 |
| | AMERICAN EQTY INVT LIFE HLD CO COM | | Common Stock | | 7,546 |
| | AMERICAN FINL GROUP INC OHIO COM | | Common Stock | | 4,742 |
| | AMERICAN NATL INS CO COM | | Common Stock | | 4,302 |
| | AMERICAN STS WTR CO COM | | Common Stock | | 5,566 |
| | AMERISTAR CASINOS INC COM | | Common Stock | | 6,796 |
| | AMKOR TECHNOLOGY, INC. | | Common Stock | | 2,896 |
| | AMTRUST FINANCIAL SERVICES INC COM | | Common Stock | | 15,005 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2012
| (a) | ( b ) | | ( c ) | | ( e ) |
| | Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| | ANAREN INC COM | | | Common Stock | | 2,392 |
| | ANWORTH MORTGAGE ASSET CP COM | | Common Stock | | 5,237 |
| | AOL INC COM | | | Common Stock | | 7,817 |
| | APOLLO INVT CORP COM | | Common Stock | | 4,957 |
| | APOLLO RESIDENTIAL MTG INC COM | | Common Stock | | 4,482 |
| | ARES CAP CORP COM | | Common Stock | | 6,948 |
| | ARGAN INC COM | | | Common Stock | | 2,574 |
| | ARROW ELECTRS INC COM | | Common Stock | | 4,684 |
| | ASSURANT INC COM | | Common Stock | | 4,407 |
| | ATLANTIC TELE NETWORK INC COM NEW | | Common Stock | | 4,772 |
| | AVISTA CORP COM | | Common Stock | | 4,292 |
| | AXT INC COM | | | Common Stock | | 3,796 |
| | BANK OF THE OZARKS INC COM | | Common Stock | | 3,849 |
| | BANNER CORP COM NEW | | Common Stock | | 7,621 |
| | BASIC ENERGY SVCS INC NEW COM | | Common Stock | | 5,100 |
| | BELO CORP COM SER A | | Common Stock | | 4,441 |
| | BLUCORA INC COM | | Common Stock | | 5,420 |
| | BOISE INC COM | | | Common Stock | | 4,754 |
| | BOOZ ALLEN HAMILTON HLDG CORP CL A | | Common Stock | | 5,053 |
| | BOYD GAMING CORP COM | | Common Stock | | 4,880 |
| | BRIDGEPOINT ED INC COM | | Common Stock | | 4,429 |
| | BROWN SHOE INC NEW COM | | Common Stock | | 2,737 |
| | BUCKEYE TECHNOLOGIES INC COM | | Common Stock | | 9,474 |
| | CALLON PETE CO DEL COM | | Common Stock | | 4,089 |
| | CAMBREX CORP COM | | Common Stock | | 6,031 |
| | CAPITALSOURCE INC COM | | Common Stock | | 6,557 |
| | CAREER EDUCATION CORP COM | | Common Stock | | 4,577 |
| | CARMIKE CINEMAS INC COM | | Common Stock | | 5,370 |
| | CATHAY GENERAL BANCORP COM | | Common Stock | | 7,089 |
| | CBEYOND INC COM | | Common Stock | | 5,379 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2012
| (a) | ( b ) | | ( c ) | | ( e ) |
| | Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| | CBIZ INC COM | | | Common Stock | | 2,210 |
| | CEC ENTMT INC COM | | Common Stock | | 4,846 |
| | CELADON GROUP INC COM | | Common Stock | | 5,204 |
| | CENTRAL PAC FINL CORP COM | | Common Stock | | 5,301 |
| | CHEMICAL FINL CORP COM | | Common Stock | | 3,873 |
| | CHESAPEAKE UTILS CORP COM | | Common Stock | | 4,994 |
| | CHIMERA INVT CORP COM | | Common Stock | | 4,656 |
| | CHURCHILL DOWNS INC COM | | Common Stock | | 4,851 |
| | CLOUD PEAK ENERGY INC COM | | Common Stock | | 4,175 |
| | CNO FINL GROUP INC COM | | Common Stock | | 5,467 |
| | COBIZ FINANCIAL INC COM | | Common Stock | | 5,147 |
| | COCA COLA BOTTLING CO CONS COM | | Common Stock | | 3,658 |
| | COEUR D ALENE MINES CORP IDAHO COM | | Common Stock | | 4,403 |
| | COINSTAR INC COM | | Common Stock | | 4,369 |
| | COMMUNITY TR BANCORP INC COM | | Common Stock | | 3,507 |
| | COMTECH TELECOMMUNICATIONS CP COM NEW | | Common Stock | | 4,112 |
| | CONSOLIDATED GRAPHICS INC COM | | Common Stock | | 4,505 |
| | COOPER TIRE & RUBR CO COM | | Common Stock | | 5,199 |
| | CORINTHIAN COLLEGES COM | | Common Stock | | 5,054 |
| | CORRECTIONS CORP AMER NEW COM | | Common Stock | | 5,994 |
| | COVANTA HLDG CORP COM | | Common Stock | | 4,660 |
| | CRAY INC COM NEW | | Common Stock | | 4,370 |
| | CREDIT ACCEP CORP MICH COM | | Common Stock | | 6,101 |
| | CREXUS INVT CORP COM | | Common Stock | | 5,476 |
| | CSG SYS INTL INC COM | | Common Stock | | 3,781 |
| | CUMULUS MEDIA INC CL A | | Common Stock | | 2,990 |
| | CVR ENERGY INC COM | | Common Stock | | 7,514 |
| | CYS INVTS INC COM | | Common Stock | | 4,015 |
| | DAWSON GEOPHYSICAL CO COM | | Common Stock | | 5,724 |
| | DELEK US HLDGS INC COM | | Common Stock | | 4,735 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2012
| (a) | ( b ) | | ( c ) | | ( e ) |
| | Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| | DELUXE CORP COM | | Common Stock | | 7,351 |
| | DFC GLOBAL CORP COM | | Common Stock | | 6,074 |
| | DIEBOLD INC COM | | | Common Stock | | 4,041 |
| | DILLARDS INC CL A | | Common Stock | | 9,047 |
| | DIME CMNTY BANCORP INC | | Common Stock | | 7,431 |
| | DOLBY LABORATORIES INC COM | | Common Stock | | 3,901 |
| | DOMTAR CORP COM | | Common Stock | | 2,673 |
| | DONNELLEY R R & SONS CO COM | | Common Stock | | 2,472 |
| | DST SYS INC DEL COM | | Common Stock | | 5,151 |
| | EARTHLINK INC COM | | Common Stock | | 3,682 |
| | EAST WEST BANCORP INC COM | | Common Stock | | 3,524 |
| | ECHOSTAR HOLDING CORP CL A | | Common Stock | | 4,996 |
| | EL PASO ELEC CO COM NEW | | Common Stock | | 6,573 |
| | EMPIRE DIST ELEC CO COM | | Common Stock | | 4,647 |
| | EMPLOYERS HOLDINGS INC COM | | Common Stock | | 8,088 |
| | ENCORE CAP GROUP INC COM | | Common Stock | | 6,522 |
| | ENDOCYTE INC COM | | Common Stock | | 4,266 |
| | ENERSYS COM | | | Common Stock | | 4,704 |
| | EPL OIL & GAS INC COM | | Common Stock | | 6,179 |
| | FAIRCHILD SEMICONDUCTOR INTL COM | | Common Stock | | 3,528 |
| | FAIRPOINT COMMUNICATIONS INC COM NEW | | Common Stock | | 3,663 |
| | FEDERAL AGRIC MTG CORP CL C | | Common Stock | | 23,465 |
| | FIDUS INVT CORP COM | | Common Stock | | 5,017 |
| | FIRST BANCORP P R COM | | Common Stock | | 5,253 |
| | FIRST CTZNS BANCSHARES INC N C CL A | | Common Stock | | 4,251 |
| | FIRST FINL BANCORP OH COM | | Common Stock | | 3,904 |
| | FIVE STAR QUALITY CARE INC COM | | Common Stock | | 4,334 |
| | FLUSHING FINL CORP COM | | Common Stock | | 7,839 |
| | FOSTER L B CO COM | | Common Stock | | 6,777 |
| | FREIGHTCAR AMER INC COM | | Common Stock | | 5,874 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2012
| (a) | ( b ) | | ( c ) | | ( e ) |
| | Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| | FRESH DEL MONTE PRODUCE INC ORD | | Common Stock | | 6,008 |
| | GAMESTOP CORP NEW CL A | | Common Stock | | 4,617 |
| | GENCORP INC COM | | Common Stock | | 8,738 |
| | GENERAC HLDGS INC COM | | Common Stock | | 5,901 |
| | GEORGIA GULF CORP COM PAR $0.01 | | Common Stock | | 4,293 |
| | GLATFELTER COM | | | Common Stock | | 5,646 |
| | GLOBAL GEOPHYSICAL SVCS INC COM | | Common Stock | | 1,436 |
| | GRAPHIC PACKAGING HLDG CO COM | | Common Stock | | 7,339 |
| | GREAT SOUTHN BANCORP INC COM | | Common Stock | | 4,912 |
| | GREEN DOT CORP CL A | | Common Stock | | 6,307 |
| | GREEN PLAINS RENEWABLE ENERGY COM | | Common Stock | | 6,644 |
| | GYRODYNE CO AMER INC COM | | Common Stock | | 3,243 |
| | HANMI FINL CORP COM | | Common Stock | | 6,279 |
| | HATTERAS FINL CORP COM | | Common Stock | | 5,309 |
| | HAWAIIAN TELCOM HOLDCO INC COM | | Common Stock | | 3,744 |
| | HCC INS HLDGS INC COM | | Common Stock | | 6,735 |
| | HEALTHSOUTH CORP COM NEW | | Common Stock | | 3,356 |
| | HELIX ENERGY SOLUTIONS GRP INC COM | | Common Stock | | 5,057 |
| | HHGREGG INC COM | | Common Stock | | 4,142 |
| | HOMEOWNERS CHOICE INC COM | | Common Stock | | 6,299 |
| | HORACE MANN EDUCATORS CORP NEW COM | | Common Stock | | 5,230 |
| | HORNBECK OFFSHORE SVCS INC NEW COM | | Common Stock | | 4,911 |
| | HOT TOPIC INC COM | | Common Stock | | 1,887 |
| | HUNTSMAN CORP COM | | Common Stock | | 4,675 |
| | HYSTER-YALE MATLS HANDLING INC CL B | | Common Stock | | 1,659 |
| | IDT CORP CL B NEW | | Common Stock | | 3,606 |
| | INSIGHT ENTERPRISES INC COM | | Common Stock | | 3,422 |
| | INTEGRATED SILICON SOLUTION COM | | Common Stock | | 3,267 |
| | INTERDIGITAL INC COM | | Common Stock | | 3,739 |
| | INTERNATIONAL BANCSHARES CORP COM | | Common Stock | | 5,934 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2012
| (a) | ( b ) | | ( c ) | | ( e ) |
| | Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| | INVACARE CORP COM | | Common Stock | | 1,288 |
| | ITT EDUCATIONAL SERVICES, INC | | Common Stock | | 883 |
| | JETBLUE AIRWAYS CORPORATION | | Common Stock | | 4,473 |
| | JOHN BEAN TECHNOLOGIES CORP | | Common Stock | | 5,207 |
| | KADANT INC COM | | | Common Stock | | 5,435 |
| | KAPSTONE PAPER & PACKAGING CRP COM | | Common Stock | | 7,922 |
| | KIMBALL INTL INC CL B | | Common Stock | | 2,624 |
| | KULICKE & SOFFA INDS INC COM | | Common Stock | | 4,532 |
| | LEXMARK INTL NEW CL A | | Common Stock | | 4,731 |
| | LIN TV CORP CL A | | | Common Stock | | 2,839 |
| | MAGELLAN HEALTH SVCS INC COM NEW | | Common Stock | | 3,871 |
| | MAGNACHIP SEMICONDUCTOR CORP N COM | | Common Stock | | 7,323 |
| | MAIN STREET CAPITAL CORP COM | | Common Stock | | 5,858 |
| | MARRIOTT VACATIONS WORLDWDE CP COM | | Common Stock | | 5,792 |
| | MAXYGEN INC COM | | Common Stock | | 4,157 |
| | MCCLATCHY CO CL A | | Common Stock | | 8,728 |
| | MEDLEY CAP CORP COM | | Common Stock | | 6,610 |
| | MERCER INTL INC COM | | Common Stock | | 3,415 |
| | MFA MTG INVTS INC COM | | Common Stock | | 6,796 |
| | MICREL INC COM | | | Common Stock | | 1,862 |
| | MINERALS TECHNOLOGIES INC COM | | Common Stock | | 5,309 |
| | MKS INSTRUMENT INC COM | | Common Stock | | 3,867 |
| | MOLINA HEALTHCARE INC COM | | Common Stock | | 4,736 |
| | MOMENTA PHARMACEUTICALS INC COM | | Common Stock | | 2,900 |
| | MOVADO GROUP INC COM | | Common Stock | | 6,136 |
| | MULTIMEDIA GAMES INC COM | | Common Stock | | 5,222 |
| | MYERS INDS INC COM | | Common Stock | | 7,681 |
| | NACCO INDS INC CL A | | Common Stock | | 2,246 |
| | NASH FINCH CO COM | | Common Stock | | 2,213 |
| | NAVISTAR INTL CORP NEW COM | | Common Stock | | 2,525 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2012
| (a) | ( b ) | | ( c ) | | ( e ) |
| | Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| | NELNET INC CL A | | | Common Stock | | 7,626 |
| | NEUTRAL TANDEM INC COM | | Common Stock | | 1,190 |
| | NEWCASTLE INVT CORP COM | | Common Stock | | 6,857 |
| | NEWPORT CORP COM | | Common Stock | | 3,645 |
| | NN INC COM | | | Common Stock | | 4,314 |
| | NORTEK INC COM NEW | | Common Stock | | 4,903 |
| | NORTHWEST NAT GAS CO COM | | Common Stock | | 4,553 |
| | NTELOS HLDGS CORP COM NEW | | Common Stock | | 2,937 |
| | OFFICE DEPOT INC COM | | Common Stock | | 7,478 |
| | OFFICEMAX INC DEL COM | | Common Stock | | 2,782 |
| | OM GROUP INC COMMON | | Common Stock | | 2,664 |
| | PARKER DRILLING CO COM | | Common Stock | | 5,239 |
| | PETMED EXPRESS INC COM | | Common Stock | | 4,085 |
| | PHARMERICA CORP COM | | Common Stock | | 4,315 |
| | PHH CORP COM NEW | | Common Stock | | 5,437 |
| | PHOTRONICS INC COM | | Common Stock | | 3,802 |
| | PLEXUS CORP COM | | Common Stock | | 3,122 |
| | PNM RES INC COM | | Common Stock | | 5,497 |
| | PORTLAND GEN ELEC CO COM NEW | | Common Stock | | 5,171 |
| | POWER ONE INC NEW COM | | Common Stock | | 2,978 |
| | POZEN INC COM | | | Common Stock | | 3,357 |
| | PRIMERICA INC COM | | Common Stock | | 5,402 |
| | PROASSURANCE CORP COM | | Common Stock | | 8,607 |
| | PROSPECT CAPITAL CORPORATION COM | | Common Stock | | 6,924 |
| | PROTECTIVE LIFE CORP COM | | Common Stock | | 6,974 |
| | QUAD / GRAPHICS INC COM CL A | | Common Stock | | 5,220 |
| | RED ROBIN GOURMET BURGERS INC COM | | Common Stock | | 3,988 |
| | RENAISSANCE HOLDINGS LTD | | Common Stock | | 6,338 |
| | RENEWABLE ENERGY GROUP INC COM NEW | | Common Stock | | 1,512 |
| | REPUBLIC AWYS HLDGS INC COM | | Common Stock | | 5,305 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2012
| (a) | ( b ) | | ( c ) | | ( e ) |
| | Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| | REPUBLIC BANCORP KY CL A | | Common Stock | | 5,135 |
| | RTI BIOLOGICS INC COM | | Common Stock | | 3,732 |
| | RUBY TUESDAY INC COM | | Common Stock | | 5,070 |
| | RUDOLPH TECHNOLOGIES INC COM | | Common Stock | | 6,411 |
| | RUTHS HOSPITALITY GROUP INC COM | | Common Stock | | 4,485 |
| | SAFEWAY INC COM NEW | | Common Stock | | 4,143 |
| | SAIA INC COM | | | Common Stock | | 4,393 |
| | SANMINA CORPORATION COM | | Common Stock | | 5,612 |
| | SAUER-DANFOSS INC COM | | Common Stock | | 7,579 |
| | SCHOLASTIC CORP COM | | Common Stock | | 3,399 |
| | SCICLONE PHARMACEUTICALS INC COM | | Common Stock | | 3,750 |
| | SCRIPPS E W CO OHIO CL A NEW | | Common Stock | | 2,865 |
| | SELECT MED HLDGS CORP COM | | Common Stock | | 3,772 |
| | SHENANDOAH TELECOMMUNICATIONS COM | | Common Stock | | 3,720 |
| | SINCLAIR BROADCAST GROUP INC CL A | | Common Stock | | 5,225 |
| | SKYWEST INC COM | | Common Stock | | 2,816 |
| | SPARTAN STORES INC COM | | Common Stock | | 3,348 |
| | SPIRIT AIRLS INC COM | | Common Stock | | 3,812 |
| | SPRINT CORPORATION (PCS GROUP) | | Common Stock | | 5,119 |
| | STAGE STORES INC COM NEW | | Common Stock | | 6,269 |
| | STANCORP FINL GROUP INC COM | | Common Stock | | 5,390 |
| | STANDARD MTR PRODS INC COM | | Common Stock | | 4,466 |
| | STANDEX INTL CORP COM | | Common Stock | | 4,308 |
| | STEIN MART INC COM | | Common Stock | | 5,014 |
| | STERLING FINL CORP WASH COM NEW | | Common Stock | | 5,977 |
| | STILLWATER MNG CO COM | | Common Stock | | 4,128 |
| | STONE ENERGY CORP COM | | Common Stock | | 6,238 |
| | SUPERIOR INDS INTL INC COM | | Common Stock | | 2,978 |
| | SWIFT TRANSN CO CL A | | Common Stock | | 5,299 |
| | SYMETRA FINL CORP COM | | Common Stock | | 5,218 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2012
| (a) | ( b ) | | ( c ) | | ( e ) |
| | Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| | SYNNEX CORP COM | | Common Stock | | 3,782 |
| | TAYLOR CAP GROUP INC COM | | Common Stock | | 5,036 |
| | TECH DATA CORP COM | | Common Stock | | 3,597 |
| | TECO ENERGY INC COM | | Common Stock | | 4,374 |
| | TELENAV INC COM | | Common Stock | | 4,969 |
| | TELEPHONE & DATA SYS INC COM NEW | | Common Stock | | 4,959 |
| | TERADYNE INC COM | | Common Stock | | 4,983 |
| | TOWN SPORTS INTL HLDGS INC COM | | Common Stock | | 4,775 |
| | TREDEGAR CORP COM | | Common Stock | | 4,880 |
| | TRIANGLE CAP CORP COM | | Common Stock | | 6,092 |
| | TRIPLE-S MGMT CORP CL B | | Common Stock | | 3,897 |
| | TTM TECHNOLOGIES INC COM | | Common Stock | | 3,088 |
| | U S AIRWAYS GROUP INC COM | | Common Stock | | 5,684 |
| | ULTRA CLEAN HLDGS INC COM | | Common Stock | | 3,776 |
| | UNIFI INC COM | | | Common Stock | | 4,358 |
| | UNIVERSAL CORP VA COM | | Common Stock | | 4,642 |
| | UNIVERSAL INS HLDGS INC COM | | Common Stock | | 4,774 |
| | UNS ENERGY CORP COM | | Common Stock | | 5,472 |
| | US ECOLOGY INC COM | | Common Stock | | 4,708 |
| | USA MOBILITY INC COM | | Common Stock | | 4,859 |
| | USANA HEALTH SCIENCES INC COM | | Common Stock | | 2,569 |
| | VAALCO ENERGY INC COM NEW | | Common Stock | | 5,648 |
| | VECTREN CORP COM | | Common Stock | | 2,176 |
| | VIRTUS INVT PARTNERS INC COM | | Common Stock | | 7,135 |
| | VISHAY INTERTECHNOLOGY INC COM | | Common Stock | | 3,721 |
| | VONAGE HLDGS CORP COM | | Common Stock | | 4,470 |
| | WASHINGTON FED INC COM | | Common Stock | | 6,309 |
| | WEBSENSE INC | | | Common Stock | | 1,354 |
| | WESTERN REFNG INC COM | | Common Stock | | 4,313 |
| | WHITE MOUNTAINS INSURANCE | | Common Stock | | 6,180 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2012
| (a) | ( b ) | | ( c ) | | ( e ) |
| | Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| | WILSHIRE BANCORP INC COM | | Common Stock | | 5,606 |
| | WINTRUST FINANCIAL CORP COM | | Common Stock | | 5,982 |
| | WORLD ACCEP CORP DEL COM | | Common Stock | | 10,811 |
| | WSFS FINL CORP COM | | Common Stock | | 3,380 |
| | ZIONS BANCORPORATION COM | | Common Stock | | 6,676 |
| | | | | | $ | 2,535,485 |
| | | | | | | |
| | | | | | | |
| | AERCAP HOLDINGS NV SHS | | Foreign Stock | | 14,200 |
| | ASPEN INSURANCE HOLDINGS LTD SHS | | Foreign Stock | | 62,716 |
| | ASSURED GUARANTY LTD COM | | Foreign Stock | | 20,548 |
| | COVIDIEN PLC SHS | | Foreign Stock | | 40,707 |
| | ENDURANCE SPECIALTY HLDGS LTD SHS | | Foreign Stock | | 56,558 |
| | ENSTAR GROUP LIMITED SHS | | Foreign Stock | | 26,875 |
| | GRANITE REAL ESTATE INC COM | | Foreign Stock | | 20,221 |
| | WILLIS GROUP HOLDINGS PUBLIC L SHS | | Foreign Stock | | 52,039 |
| | ASPEN INSURANCE HOLDINGS LTD SHS | | Foreign Stock | | 6,577 |
| | POPULAR INC COM NEW | | Foreign Stock | | 5,179 |
| | VALIDUS HOLDINGS LTD COM SHS | | Foreign Stock | | 6,155 |
| | | | | | $ | 311,775 |
| | | | | | | |
| | ANNALY CAP MGMT INC COM | | Real Estate Investment | | 21,060 |
| | AG MTG INVT TR INC COM | | Real Estate Investment | | 6,011 |
| | APOLLO COML REAL EST FIN INC COM | | Real Estate Investment | | 4,772 |
| | CAPSTEAD MTG CORP COM NO PAR | | Real Estate Investment | | 5,414 |
| | COLONY FINL INC COM | | Real Estate Investment | | 6,084 |
| | DYNEX CAP INC COM NEW | | Real Estate Investment | | 5,985 |
| | INVESCO MORTGAGE CAPITAL INC COM | | Real Estate Investment | | 7,312 |
| | RESOURCE CAP CORP COM | | Real Estate Investment | | 5,622 |
| | UNIVERSAL HEALTH RLTY INCM TR SH BEN INT | | Real Estate Investment | | 6,175 |
| | | | | | $ | 68,435 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2012
| (a) | ( b ) | | ( c ) | | ( e ) |
| | Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| | PENNYMAC MTG INVT TR COM | | Exchange Traded Equity Fund | $ | 5,918 |
| | | | | | | |
| | | | | | | |
| | APOLLO GLOBAL MGMT LLC CL A SHS | | Limited Partnerships | | 7,795 |
| | ELLINGTON FINANCIAL LLC COM | | Limited Partnerships | | 5,301 |
| | KKR FINANCIAL HLDGS LLC COM | | Limited Partnerships | | 5,343 |
| | NISKA GAS STORAGE PARTNERS LLC UNIT LTD LIABI | | Limited Partnerships | | 1,842 |
| | | | | | $ | 20,281 |
| | | | | | | |
| | | | | | | |
| * | BB&T Corporation | | | Cash and Cash Equivalents | | 2,968,754 |
| | | | | | | |
| * | BB&T Corporation | | | Associate Insured Deposit Account | | 161,744,172 |
| | | | | | $ | 2,218,486,648 |
| | * | Party in interest | | | | |
| | | Cost is omitted because plan investments are participant-directed. | | |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(a)—Schedule of Delinquent Participant Contributions
Year ended December 31, 2012
| Participant Contributions Transferred Late to Plan | Total that Constitute Nonexempt Prohibited Transactions | Total Fully Corrected Under VFCP and PTE 2002-51 |
| Check here if Late Participant Loan Repayments are included: | Contributions Not Corrected | Contributions Corrected Outside VFCP | Contributions Pending Correction VFCP |
| | | | | |
| | | $ 51,483 | | |
27
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the BB&T Corporation Employee Benefit Plans Committee has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
BB&T Corporation 401(k) Savings Plan
June 27, 2013
/s/ Steven L. Reeder
Senior Vice President & Benefits Manager
