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, 2013
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 Schedule
Years Ended December 31, 2013 and 2012
BB&T Corporation 401(k) Savings Plan
Index
December 31, 2013 and 2012
*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 the BB&T Corporation 401(k) Savings Plan (the “Plan”) at December 31, 2013 and 2012, 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) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
Charlotte, NC
June 25, 2014
BB&T Corporation 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2013 and 2012
| | | | | | | | | 2013 | | | 2012 |
| | | | | | | | | | | | |
| Assets | | | | | | | | |
| Investments, at fair value | | | | | |
| | BB&T Corporation common stock | $ | 649,003,619 | | $ | 567,879,916 |
| | Mutual funds | | 1,741,585,414 | | | 1,354,342,314 |
| | Common/collective trusts | | 16,258,668 | | | 9,020,618 |
| | Self-directed investments | | 90,621,623 | | | 72,838,992 |
| | Separately managed accounts | | 4,219,052 | | | 2,941,894 |
| | Cash and cash equivalents | | 3,670,881 | | | 2,968,754 |
| | Associate insured deposit account | | 174,295,695 | | | 161,744,172 |
| | | | | | | Total investments, at fair value | | 2,679,654,952 | | | 2,171,736,660 |
| | | | | | | | | | | | |
| Receivables: | | | | | |
| | Notes receivable from participants | | 49,894,797 | | | 46,749,988 |
| | | | | | | | | | | | |
| | | | | | | Net assets available for benefits | $ | 2,729,549,749 | | $ | 2,218,486,648 |
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, 2013 and 2012
| | | | | | | | | 2013 | | 2012 |
| | | | | | | | | | | |
| Additions to (deductions from) net assets attributable to: | | | | |
| | Investment income | | | | |
| | | Interest | | $ | 1,900,605 | $ | 2,214,188 |
| | | Dividends | | 99,121,895 | | 50,550,408 |
| | | Net appreciation in fair value of investments | | 395,310,481 | | 185,678,560 |
| | | | | | | Net investment income | | 496,332,981 | | 238,443,156 |
| | | | | | | | | | | |
| | Interest on notes receivable from participants | | 1,990,097 | | 1,869,578 |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | Contributions | | | | |
| | | Employer | | 91,917,715 | | 84,893,942 |
| | | Employee | | 128,873,005 | | 118,059,171 |
| | | Rollovers | | 11,128,193 | | 11,177,877 |
| | | | | | | Total contributions | | 231,918,913 | | 214,130,990 |
| | | | | | | Total additions | | 730,241,991 | | 454,443,724 |
| | | | | | | | | | | |
| | Benefits paid to participants | | (205,951,181) | | (173,622,730) |
| | Administrative expenses | | (468,558) | | (449,419) |
| | | | | | | Total deductions | | (206,419,739) | | (174,072,149) |
| | | | | | | | | | | |
| | Net increase prior to transfers (to) from other plans | | 523,822,252 | | 280,371,575 |
| | | | | | | | | | | |
| Transfers (to) from other plans | | (12,759,151) | | 66,423,111 |
| | | | | Net increase | | 511,063,101 | | 346,794,686 |
| | | | | | | | | | | |
| Net assets available for benefits | | | | |
| Beginning of year | | 2,218,486,648 | | 1,871,691,962 |
| End of year | $ | 2,729,549,749 | $ | 2,218,486,648 |
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, 2013 and 2012
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, 2013, 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. Principal and interest is paid ratably through payroll deductions. 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, 2013 and 2012
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, 2013 and 2012, forfeited accounts totalled $14 and $9, respectively. This forfeiture can be used to reduce employer contributions. In 2013 and 2012, contributions by the employer were reduced by $56,493 and $23,886, respectively, from the forfeiture account.
2. Summary of Significant Accounting Policies
Basis of Accounting
The Plan’s financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
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). Investment-related fees are included in net appreciation of fair value of investments.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when incurred. 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 value of cash and cash equivalents approximates the fair value of these instruments.
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 Employee Benefits Plan Committee determines the Plan’s valuation policies utilizing information provided by the custodian. The Plan's investments are stated at fair value. Refer to Note 7 for disclosures of methodologies used to determine the recorded fair value of Plan investments.
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
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2013 and 2012
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 April 2013, the FASB issued Accounting Standards Update No. 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting” (“ASU 2013-07”). ASU 2013-07 will require an entity to use the liquidation basis of accounting if liquidation is imminent. Liquidation will be considered “imminent” when (1) a liquidation plan has been approved by those with the authority to do so and the chance of the plan being blocked by other parties is remote or (2) a liquidation plan is imposed by other forces (e.g., involuntary bankruptcy). ASU 2013-07 is effective prospectively for interim or annual periods beginning on or after December 15, 2013. Plan management does not expect this guidance to have an impact on the Plan’s financial statements.
In June 2013, the FASB issued Accounting Standards Update No. 2013-08, ”Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” (“ASU 2013-08”). ASU 2013-08 clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company and for the measurement of non-controlling ownership interests in other investment companies. ASU 2013-08 is effective prospectively for interim or annual periods beginning on or after December 15, 2013. Plan management does not expect this guidance to have an impact on the Plan’s financial statements.
4. Bank Investment Contract (“BIC”) 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 .62 percent in January 2012. The interest rate was reset annually based on November 30th market yields for United States Treasury Notes having a one-year maturity.
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2013 and 2012
Effective February 1, 2012, investments in the BIC became investments in the Associate Insured Deposit Account. This is a deposit account with the Plan Sponsor.
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 rates for the period from January 1, 2013 to December 31, 2013 ranged from .60 percent to .68 percent and the average yield rate was .64 percent. The crediting interest rates 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.
5. Transfers (to) from Other Plans
During 2013 and 2012, BB&T Corporation authorized the transfer of participant accounts from the Plan to a plan for a divested company and from various acquired company plans into the Plan. Participant account balances, including investments and notes receivable from participants, were transferred to and from the various plans at various dates during 2013 and 2012 as follows:
| | | | | | | | | |
| | | | | | | | | 2013 |
| Lendmark 401(k) Plan | $ | (12,759,151) |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | 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 |
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2013 and 2012
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:
| | | | | | | | | 2013 | | 2012 |
| BB&T Corporation Common Stock, 17,254,039 and | | | | |
| | 19,508,070 shares, respectively | $ | 649,003,619 | $ | 567,879,916 |
| Sterling Capital Select Equity Fund, 12,721,216 and | | | | |
| | 13,310,309 shares, respectively | | 200,740,790 | | 167,310,590 |
| Federated Treasury Obligations Fund, 103,195,594 and | | | | |
| | 112,198,035 shares, respectively | | 103,195,594 | | 112,198,035 |
| Sterling Capital Special Opportunities Fund, 8,773,493 and | | | | |
| | 7,777,277 shares, respectively | | 185,120,708 | | 143,568,540 |
| Sterling Capital Equity Income Fund, 9,370,617 and 8,354,898 | | |
| | shares, respectively | | 175,792,785 | | 132,759,325 |
| Sterling Capital Total Return Bond Fund, 14,019,332 and 16,120,982 | | |
| | shares, respectively | | 147,062,802 | | 177,653,221 |
| Sterling Capital Mid Value Fund, 10,567,756 and 9,316,470 | | | | |
| | shares, respectively | | 206,071,257 | | 133,598,174 |
| Associate Insured Deposit Account | | 174,295,695 | | 161,744,172 |
During 2013 and 2012, the Plan’s investments (including investments bought, sold, and held during the year) appreciated in value as follows:
| | | | | | 2013 | | 2012 |
| Net appreciation in fair value of investments: | | | | |
| | BB&T Corporation common stock | $ | 152,611,258 | $ | 83,970,678 |
| | Mutual funds | | 232,344,844 | | 83,325,976 |
| | Common/Collective Trusts | | 150,030 | | 23,866 |
| | Common Stock | | 9,818,125 | | 15,652,923 |
| | Foreign Stock | | 164,961 | | 1,640,033 |
| | Corporate Bonds | | 150,073 | | 78,310 |
| | US Government Securities | | 6,580 | | 2,754 |
| | Other | | 64,610 | | 984,020 |
| | | | | $ | 395,310,481 | $ | 185,678,560 |
7. Fair Value of Financial Instruments
Topic 820 establishes a framework for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value and enhances disclosure requirements for fair value measurements. 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 assets and liabilities. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). There have been no changes in the methodologies used at December 31, 2013 and 2012.
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2013 and 2012
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 the associate insured deposit account, common/collective trust and corporate and government bonds in the self-directed brokerage option.
The associate insured deposit account is carried at amortized cost, which approximates fair value. Refer to Note 4 for detailed disclosures related to Plan investment in the associate insured deposit account.
The fair value of the common/collective trust 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, 2013 and 2012, there are no level 3 assets.
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2013 and 2012
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 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, 2013 |
| | | | | | | 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 | $ | 649,003,619 | $ | 649,003,619 | $ | - | $ | - |
| Mutual funds: | | | | | | | | |
| | | Money Market Funds | | 103,195,594 | | 103,195,594 | | - | | - |
| | | Stock Funds | | 1,075,635,456 | | 1,075,635,456 | | - | | - |
| | | Index Funds | | 127,441,243 | | 127,441,243 | | - | | - |
| | | Fixed Income Funds | | 147,062,802 | | 147,062,802 | | - | | - |
| | | Life Cycle Funds | | 288,250,319 | | 288,250,319 | | - | | - |
| | Total Mutual Funds | | 1,741,585,414 | | 1,741,585,414 | | - | | - |
| | | | | | | | | | | |
| Common/Collective Trust | | 16,258,668 | | - | | 16,258,668 | | - |
| | | | | | | | | | | |
| Self-directed investments: | | | | | | | | |
| | | Common Stock | | 54,255,182 | | 54,255,182 | | - | | - |
| | | Mutual funds | | 35,386,474 | | 35,386,474 | | - | | �� - |
| | | Corporate bonds | | 938,800 | | - | | 938,800 | | - |
| | | US Govt Securities | | 41,167 | | - | | 41,167 | | - |
| | | | | 90,621,623 | | 89,641,656 | | 979,967 | | - |
| | | | | | | | | | | |
| Separately Managed Accounts: | | | | | | |
| | | Common Stock | | 3,514,479 | | 3,514,479 | | - | | - |
| | | Foreign Stock | | 505,350 | | 505,350 | | - | | - |
| | | Other | | 199,223 | | 44,208 | | 155,015 | | - |
| | | | | 4,219,052 | | 4,064,037 | | 155,015 | | - |
| | | | | | | | | | | |
| Associate Insured Deposit Account | | 174,295,695 | | - | | 174,295,695 | | - |
| Total Investments at fair value, excluding cash and cash equivalents | $ | 2,675,984,071 | $ | 2,484,294,726 | $ | 191,689,345 | $ | - |
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2013 and 2012
| | | | | 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 Account | | 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 | $ | - |
There were no transfers between levels during 2013 and 2012.
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2013 and 2012
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, 2013 and 2012:
| | | | | | | Redemption | | Redemption |
| December 31 | | Fair | | Unfunded | | Frequency (if | | Notice |
| 2013 | | Value | | Commitments | | currently eligible) | | Period |
| Morley Capital Stable Value Fund (a) | $ | 16,258,668 | $ | - | | Daily | | 30 days |
| | | | | | | | | |
| December 31 | | | | | | | | |
| 2012 | | | | | | | | |
| Morley Capital Stable Value Fund (a) | $ | 3,762,381 | $ | - | | Daily | | 30 days |
| Wells Fargo Stable Value Fund (b) | | 5,258,237 | | - | | Daily | | 12 months |
(a) The Morley Stable Value Fund is a Collective Investment Trust maintained by Union Bond and Trust Company, the trustee. Morley Capital Management is the investment adviser. Both Union Bond and Trust Company and Morley Capital Management are wholly-owned subsidiaries of Morley Financial Services, which is a wholly owned subsidiary of the Principal Financial Group. The fund’s objective is to provide preservation of capital, relatively stable returns consistent with its comparatively low risk profile, and liquidity for benefit responsive plan or participant payments. The fund invests in a diversified portfolio of Stable Value Investment Contracts issued by life insurance companies, banks and other financial institutions. The performance of these contracts may be predicated on underlying fixed income investments.
(b) The Wells Fargo Stable Value Fund is a collective trust fund for which Wells Fargo Bank, N.A. is the investment advisor and trustee. Galliard Capital Management, a wholly-owned subsidiary of Wells Fargo, serves as subadvisor to the Fund. The fund seeks safety of principal and consistency of returns while attempting to maintain minimal volatility. The Fund is primarily comprised of investment contracts issued by financial companies including Guaranteed Investment Contracts (GICs), Separate Account GICs and Security Backed Investment Contracts.
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
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2013 and 2012
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, 2013 and 2012, 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 2010.
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 $974,179,436 and $790,323,935 at December 31, 2013 and 2012, respectively, a BB&T interest-bearing cash account of $3,527,071 and $2,908,716 at December 31, 2013 and 2012, respectively, deposit accounts sponsored by the Corporation of $174,295,695 and $161,744,172 at December 31, 2013 and 2012, respectively, assets held in separately managed accounts that are managed by Sterling Capital, a subsidiary of the Corporation, totalling $4,219,052 and $2,941,894 at December 31, 2013 and 2012, respectively, and BB&T Corporation Common Stock of $649,003,619 and $567,879,916 at December 31, 2013 and 2012, respectively. The Plan received cash dividends of $55,270,218 and $21,696,436 on its investments in BB&T-sponsored mutual funds during 2013 and 2012, respectively, interest of $1,077,304 and $900,347 on the deposit account during 2013 and 2012, respectively, and cash dividends of $21,184,500 and $15,201,762 on BB&T common stock investments during 2013 and 2012, respectively.
The costs of administrative services rendered by the Corporation’s Trust Division for the years ended December 31, 2013 and 2012 were $297,225 and $249,677, 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 $147,034 and $166,423 for the years ended December 31, 2013 and 2012, respectively.
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.
12. Subsequent Event
Effective January 1, 2014, participants in the Precept 401(k) Plan became participants in the Plan. The assets and account balances from the Precept 401(k) Plan totalling $12,122,677 merged into the Plan on January 31, 2014.
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held At End of Year)
December 31, 2013
| (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 | $ | 649,003,619 |
| | | | | | | |
| * | Sterling Capital | Total Return Bond Fund | | Mutual Fund | | 147,062,802 |
| * | Sterling Capital | Mid Value Fund | | Mutual Fund | | 206,071,257 |
| * | Sterling Capital | Select Equity Fund | | Mutual Fund | | 200,740,790 |
| * | Sterling Capital | Small Value Fund | | Mutual Fund | | 59,391,094 |
| * | Sterling Capital | Special Opportunities Fund | | Mutual Fund | | 185,120,708 |
| * | Sterling Capital | Equity Income Fund | | Mutual Fund | | 175,792,785 |
| | Federated Investors | Federated Treasury Obligations Fund | | Mutual Fund | | 103,195,594 |
| | Fidelity | Contrafund | | Mutual Fund | | 45,525,363 |
| | Vanguard | Institutional Index | | Mutual Fund | | 106,982,949 |
| | Vanguard | Total International Stock Index Fund | | Mutual Fund | | 20,458,294 |
| | Harbor | International Fund | | Mutual Fund | | 93,148,494 |
| | T. Rowe Price | Mid Cap Growth Fund | | Mutual Fund | | 61,113,251 |
| | T. Rowe Price | Retirement Income Fund | | Mutual Fund | | 48,731,714 |
| | T. Rowe Price | Retirement 2005 Fund | | Mutual Fund | | 2,445,740 |
| | T. Rowe Price | Retirement 2010 Fund | | Mutual Fund | | 26,171,030 |
| | T. Rowe Price | Retirement 2015 Fund | | Mutual Fund | | 25,195,355 |
| | T. Rowe Price | Retirement 2020 Fund | | Mutual Fund | | 65,167,838 |
| | T. Rowe Price | Retirement 2025 Fund | | Mutual Fund | | 34,917,986 |
| | T. Rowe Price | Retirement 2030 Fund | | Mutual Fund | | 36,456,921 |
| | T. Rowe Price | Retirement 2035 Fund | | Mutual Fund | | 21,427,424 |
| | T. Rowe Price | Retirement 2040 Fund | | Mutual Fund | | 46,431,185 |
| | T. Rowe Price | Retirement 2045 Fund | | Mutual Fund | | 15,848,392 |
| | T. Rowe Price | Retirement 2050 Fund | | Mutual Fund | | 7,281,182 |
| | T. Rowe Price | Retirement 2055 Fund | | Mutual Fund | | 6,907,266 |
| | | | | | $ | 1,741,585,414 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held At End of Year)
December 31, 2013
| (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 | $ | 16,258,668 |
| | | | | | | |
| | Plan Participants | | | Self-directed investments | $ | 90,621,623 |
| | | | | | | |
| * | Plan Participants | | | Participant loans (4.25% to 9% due thru April 2027) | $ | 49,894,797 |
| | | | | | | |
| * | BB&T Corporation | | | Cash and Cash Equivalents | $ | 3,670,881 |
| | | | | | | |
| * | BB&T Corporation | | | Associate Insured Deposit Account | $ | 174,295,695 |
| | | | | | | |
| | ASCENA RETAIL GROUP INC COM | | Common Stock | | 62,739 |
| | BECTON DICKINSON & CO COM | | Common Stock | | 53,698 |
| | CBRE GROUP INC CL A | | Common Stock | | 3,945 |
| | CHICOS FAS INC COM | | Common Stock | | 7,536 |
| | DICE HLDGS INC COM | | Common Stock | | 32,234 |
| | DST SYS INC DEL COM | | Common Stock | | 34,481 |
| | E TRADE FINANCIAL CORP COM | | Common Stock | | 83,372 |
| | EARTHLINK INC COM | | Common Stock | | 16,621 |
| | FIDELITY NATL INFORMATION SVCS COM | | Common Stock | | 62,537 |
| | FOREST OIL CORP COM PAR | | Common Stock | | 7,870 |
| | GENERAL DYNAMICS CORP COM | | Common Stock | | 46,820 |
| | GLOBAL PMTS INC COM | | Common Stock | | 79,613 |
| | HERTZ GLOBAL HOLDINGS INC COM | | Common Stock | | 43,646 |
| | INTERPUBLIC GROUP COS INC COM | | Common Stock | | 79,208 |
| | KOHLS CORP COM | | Common Stock | | 52,494 |
| | LABORATORY CORP AMER HLDGS COM NEW | | Common Stock | | 43,401 |
| | LEUCADIA NATL CORP COM | | Common Stock | | 86,550 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held At End of Year)
December 31, 2013
| (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 |
| | LINCOLN NATL CORP IND COM | | Common Stock | | 51,620 |
| | MARKEL CORP COM | | Common Stock | | 100,981 |
| | MICROS SYS INC COM | | Common Stock | | 65,976 |
| | MICROSTRATEGY INC CL A NEW | | Common Stock | | 54,169 |
| | NEWS CORP NEW CL B | | Common Stock | | 46,358 |
| | OMNICARE INC COM | | Common Stock | | 67,905 |
| | OMNICOM GROUP INC COM | | Common Stock | | 103,746 |
| | SYMANTEC CORP COM | | Common Stock | | 38,907 |
| | UNIVERSAL TECHNICAL INST INC COM | | Common Stock | | 12,602 |
| | UTI WORLDWIDE INC ORD | | Common Stock | | 40,862 |
| | VIACOM INC NEW CL B | | Common Stock | | 79,479 |
| | WELLPOINT INC COM | | Common Stock | | 75,298 |
| | WESTERN UN CO COM | | Common Stock | | 40,969 |
| | XEROX CORP COM | | | Common Stock | | 81,369 |
| | ZIMMER HLDGS INC COM | | Common Stock | | 42,401 |
| | 1ST SOURCE CORP COM | | Common Stock | | 3,513 |
| | AAR CORP COM | | | Common Stock | | 8,907 |
| | ACXIOM CORP COM | | Common Stock | | 13,535 |
| | ADDUS HOMECARE CORP | | Common Stock | | 3,435 |
| | AECOM TECHNOLOGY CORP DELAWARE COM | | Common Stock | | 5,739 |
| | ALASKA AIR GROUP INC COM | | Common Stock | | 7,190 |
| | ALBANY INTL CORP-CL A | | Common Stock | | 6,180 |
| | ALBANY MOLECULAR RESEARCH | | Common Stock | | 3,770 |
| | ALLIANCE HEALTHCARE SERVICE | | Common Stock | | 2,152 |
| | ALLIANT TECHSYSTEMS INC | | Common Stock | | 7,544 |
| | ALON USA ENERGY INC COM | | Common Stock | | 10,404 |
| | AMBAC FINANCIAL GROUP INC | | Common Stock | | 9,185 |
| | AMEDISYS INC | | | Common Stock | | 5,852 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held At End of Year)
December 31, 2013
| (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 |
| | AMERCO COM | | | Common Stock | | 7,849 |
| | AMERICAN AIRLS GROUP INC COM | | Common Stock | | 4,318 |
| | AMERICAN CAP LTD COM | | Common Stock | | 7,257 |
| | AMERICAN EQTY INVT LIFE HLD CO COM | | Common Stock | | 11,449 |
| | AMERICAN FINL GROUP INC OHIO COM | | Common Stock | | 6,926 |
| | AMERICAN NATL INS CO COM | | Common Stock | | 4,353 |
| | AMTRUST FINANCIAL SERVICES INC COM | | Common Stock | | 5,819 |
| | ANAREN INC COM | | | Common Stock | | 3,443 |
| | ANDERSONS INC/THE | | Common Stock | | 11,860 |
| | ANWORTH MORTGAGE ASSET CP COM | | Common Stock | | 6,968 |
| | AOL INC COM | | | Common Stock | | 8,392 |
| | APOLLO INVT CORP COM | | Common Stock | | 10,670 |
| | ARC DOCUMENT SOLUTIONS INC | | Common Stock | | 4,184 |
| | ARES CAP CORP COM | | Common Stock | | 7,055 |
| | ARGO GROUP INTL HLDGS LTD COM | | Common Stock | | 6,230 |
| | ARKANSAS BEST CORP DEL COM | | Common Stock | | 9,094 |
| | ARLINGTON ASSET INVT CORP COM | | Common Stock | | 5,040 |
| | ASSURANT INC COM | | Common Stock | | 7,234 |
| | ATLANTIC TELE NETWORK INC COM NEW | | Common Stock | | 4,412 |
| | ATMOS ENERGY CORP COM | | Common Stock | | 6,268 |
| | AVG TECHNOLOGIES N V SHS | | Common Stock | | 4,905 |
| | AVISTA CORP COM | | Common Stock | | 11,022 |
| | AVNET INC COM | | | Common Stock | | 6,528 |
| | BANNER CORP COM NEW | | Common Stock | | 6,992 |
| | BARRETT BUSINESS SERVICES INC COM | | Common Stock | | 5,101 |
| | BASIC ENERGY SVCS INC NEW COM | | Common Stock | | 8,742 |
| | BENCHMARK ELECTRS INC COM | | Common Stock | | 9,347 |
| | BIG 5 SPORTING GOODS CORP COM | | Common Stock | | 4,796 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held At End of Year)
December 31, 2013
| (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 |
| | BLACKROCK KELSO CAPITAL CORP COM | | Common Stock | | 8,042 |
| | BLUCORA INC COM | | Common Stock | | 10,060 |
| | BOYD GAMING CORP COM | | Common Stock | | 5,180 |
| | BRIDGEPOINT ED INC COM | | Common Stock | | 7,615 |
| | BROCADE COMMUNICATIONS SYS | | Common Stock | | 6,994 |
| | BROWN SHOE INC NEW COM | | Common Stock | | 8,723 |
| | CALAMOS ASSET MANAGEMENT-A | | Common Stock | | 2,936 |
| | CARMIKE CINEMAS INC COM | | Common Stock | | 6,348 |
| | CASTLE A M & CO COM | | Common Stock | | 2,688 |
| | CATHAY GENERAL BANCORP COM | | Common Stock | | 12,109 |
| | CBIZ INC COM | | | Common Stock | | 3,411 |
| | CEC ENTMT INC COM | | Common Stock | | 4,074 |
| | CEDAR SHOPPING CTRS INC COM NEW | | Common Stock | | 3,499 |
| | CENTENE CORP DEL COM | | Common Stock | | 6,367 |
| | CENTRAL PAC FINL CORP COM | | Common Stock | | 5,442 |
| | CHEMICAL FINL CORP COM | | Common Stock | | 5,162 |
| | CHESAPEAKE UTILS CORP COM | | Common Stock | | 3,661 |
| | CHURCHILL DOWNS INC COM | | Common Stock | | 4,124 |
| | CLOUD PEAK ENERGY INC COM | | Common Stock | | 9,846 |
| | CNO FINL GROUP INC COM | | Common Stock | | 16,894 |
| | COEUR D ALENE MINES CORP IDAHO COM | | Common Stock | | 6,684 |
| | COLEMAN CABLE INC COM | | Common Stock | | 2,570 |
| | COLUMBIA SPORTSWEAR CO COM | | Common Stock | | 7,639 |
| | COMMUNITY TR BANCORP INC COM | | Common Stock | | 4,832 |
| | COMTECH TELECOMMUNICATIONS CP COM NEW | | Common Stock | | 6,932 |
| | CREDIT ACCEP CORP MICH COM | | Common Stock | | 4,680 |
| | CSG SYS INTL INC COM | | Common Stock | | 6,115 |
| | CTS CORP COM | | | Common Stock | | 4,380 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held At End of Year)
December 31, 2013
| (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 |
| | CUMULUS MEDIA INC CL A | | Common Stock | | 6,114 |
| | CUSTOMERS BANCORP INC | | Common Stock | | 3,437 |
| | DANA HOLDING CORP COM | | Common Stock | | 9,123 |
| | DAWSON GEOPHYSICAL CO COM | | Common Stock | | 4,329 |
| | DELUXE CORP COM | | Common Stock | | 10,073 |
| | DILLARDS INC CL A | | Common Stock | | 7,291 |
| | DIME CMNTY BANCORP INC | | Common Stock | | 5,279 |
| | DOMTAR CORP COM | | Common Stock | | 7,453 |
| | DONNELLEY R R & SONS CO COM | | Common Stock | | 7,504 |
| | DUCOMMUN INC | | | Common Stock | | 5,068 |
| | DYNEGY INC NEW CL A | | Common Stock | | 11,922 |
| | EAST WEST BANCORP INC COM | | Common Stock | | 7,029 |
| | ECHOSTAR HOLDING CORP CL A | | Common Stock | | 7,259 |
| | EL PASO ELEC CO COM NEW | | Common Stock | | 10,112 |
| | EMPIRE DIST ELEC CO COM | | Common Stock | | 6,535 |
| | EMPLOYERS HOLDINGS INC COM | | Common Stock | | 5,064 |
| | ENCORE CAP GROUP INC COM | | Common Stock | | 7,589 |
| | ENERSYS COM | | | Common Stock | | 13,107 |
| | ENNIS INC COM | | | Common Stock | | 3,204 |
| | ENTERPRISE FINANCIAL SERVICE | | Common Stock | | 3,267 |
| | EXTERRAN HLDGS INC COM | | Common Stock | | 3,454 |
| | FBL FINL GROUP INC CL A | | Common Stock | | 4,748 |
| | FBR & CO COM NEW | | Common Stock | | 2,427 |
| | FIDELITY SOUTHERN CORP | | Common Stock | | 2,940 |
| | FIDUS INVT CORP COM | | Common Stock | | 3,044 |
| | FIRST CTZNS BANCSHARES INC N C CL A | | Common Stock | | 4,230 |
| | FIRST FINL BANCORP OH COM | | Common Stock | | 6,989 |
| | FIRST MERCHANTS CORP COM | | Common Stock | | 6,498 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held At End of Year)
December 31, 2013
| (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 |
| | FIRST NBC BK HLDG | | Common Stock | | 5,200 |
| | FIRST SOLAR INC COM | | Common Stock | | 8,688 |
| | FLUSHING FINL CORP COM | | Common Stock | | 3,809 |
| | GAMESTOP CORP NEW CL A | | Common Stock | | 5,714 |
| | GENWORTH FINL INC COM CL A | | Common Stock | | 7,827 |
| | GETTY RLTY CORP NEW COM | | Common Stock | | 5,474 |
| | GLADSTONE CAPITAL CORP COM | | Common Stock | | 2,756 |
| | GLATFELTER COM | | | Common Stock | | 6,882 |
| | GOLUB CAP BDC INC COM | | Common Stock | | 6,249 |
| | GRAFTECH INTL LTD COM | | Common Stock | | 9,815 |
| | GRAHAM HLDGS CO COM | | Common Stock | | 6,633 |
| | GRAMERCY PPTY TR INC COM | | Common Stock | | 3,433 |
| | GRAPHIC PACKAGING HLDG CO COM | | Common Stock | | 6,797 |
| | GRAY TELEVISION INC | | Common Stock | | 10,297 |
| | GREAT PLAINS ENERGY INC COM | | Common Stock | | 6,666 |
| | GREEN PLAINS RENEWABLE ENERGY COM | | Common Stock | | 8,702 |
| | GREENBRIER COS INC COM | | Common Stock | | 10,148 |
| | HACKETT GROUP INC/THE | | Common Stock | | 2,267 |
| | HANMI FINL CORP COM | | Common Stock | | 6,808 |
| | HANOVER INS GROUP INC COM | | Common Stock | | 3,762 |
| | HAWAIIAN HOLDINGS INC COM | | Common Stock | | 8,503 |
| | HCC INS HLDGS INC COM | | Common Stock | | 6,460 |
| | HCI GROUP INC COM | | Common Stock | | 9,149 |
| | HEALTHSOUTH CORP COM NEW | | Common Stock | | 7,064 |
| | HEALTHSOUTH CORPORATION | | Common Stock | | 6,573 |
| | HERCULES OFFSHORE INC | | Common Stock | | 7,740 |
| | HERCULES TECH GROWTH CAP INC COM | | Common Stock | | 9,086 |
| | HHGREGG INC COM | | Common Stock | | 4,666 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held At End of Year)
December 31, 2013
| (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 |
| | HORACE MANN EDUCATORS CORP NEW COM | | Common Stock | | 8,263 |
| | HUNTSMAN CORP COM | | Common Stock | | 7,232 |
| | HYSTER YALE MATLS HANDLING INC CL A | | Common Stock | | 4,099 |
| | IDACORP INC | | | Common Stock | | 13,116 |
| | IMPAX LABORATORIES INC COM | | Common Stock | | 3,620 |
| | INSIGHT ENTERPRISES INC COM | | Common Stock | | 6,927 |
| | INTEGRATED SILICON SOLUTION COM | | Common Stock | | 2,890 |
| | INTERACTIVE BROKERS GROUP INC COM | | Common Stock | | 8,227 |
| | INTERDIGITAL INC COM | | Common Stock | | 4,482 |
| | INTERNATIONAL BANCSHARES CORP COM | | Common Stock | | 8,646 |
| | INTERNATIONAL RECTIFIER CORP | | Common Stock | | 10,715 |
| | INVACARE CORP COM | | Common Stock | | 7,334 |
| | IRIDIUM COMMUNICATIONS INC COM | | Common Stock | | 4,501 |
| | JABIL CIRCUIT INC COM | | Common Stock | | 2,145 |
| | JETBLUE AIRWAYS CORPORATION | | Common Stock | | 12,844 |
| | JOHN BEAN TECHNOLOGIES CORP | | Common Stock | | 4,751 |
| | JOURNAL COMMUNICATIONS INC CL A | | Common Stock | | 3,342 |
| | KADANT INC COM | | | Common Stock | | 3,485 |
| | KAPSTONE PAPER & PACKAGING CRP COM | | Common Stock | | 7,429 |
| | KCAP FINL INC COM | | Common Stock | | 4,447 |
| | KEMPER CORP | | | Common Stock | | 7,236 |
| | KIMBALL INTL INC CL B | | Common Stock | | 3,397 |
| | LANNET INC COM | | | Common Stock | | 3,476 |
| | LEAR CORP COM | | | Common Stock | | 6,963 |
| | LEXMARK INTL NEW CL A | | Common Stock | | 7,246 |
| | LIVE NATION INC COM | | Common Stock | | 14,168 |
| | MAGELLAN HEALTH SVCS INC COM NEW | | Common Stock | | 10,185 |
| | MAIDEN HOLDINGS LTD SHS | | Common Stock | | 4,569 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held At End of Year)
December 31, 2013
| (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 |
| | MAIN STREET CAPITAL CORP COM | | Common Stock | | 9,644 |
| | MATSON INC COM | | | Common Stock | | 5,796 |
| | MBIA INC COM | | | Common Stock | | 6,209 |
| | MCG CAPITAL CORP | | Common Stock | | 4,338 |
| | MDC PARTNERS INC-A | | Common Stock | | 7,806 |
| | MEDALLION FINL CORP COM | | Common Stock | | 2,626 |
| | MEDLEY CAP CORP COM | | Common Stock | | 7,410 |
| | MFA MTG INVTS INC COM | | Common Stock | | 5,916 |
| | MINERALS TECHNOLOGIES INC COM | | Common Stock | | 12,915 |
| | MONARCH CASINO & RESORT INC | | Common Stock | | 2,249 |
| | MULTIMEDIA GAMES INC COM | | Common Stock | | 5,394 |
| | MYERS INDS INC COM | | Common Stock | | 5,533 |
| | MYR GROUP INC DEL COM | | Common Stock | | 5,668 |
| | NABORS INDUSTRIES LTD SHS | | Common Stock | | 6,439 |
| | NAVIGANT CONSULTING INC COM | | Common Stock | | 6,682 |
| | NAVIGATORS GROUP INC COM | | Common Stock | | 5,937 |
| | NEENAH PAPER INC COM | | Common Stock | | 4,191 |
| | NELNET INC CL A | | | Common Stock | | 6,700 |
| | NEW RESIDENTIAL INVT CORP COM | | Common Stock | | 11,102 |
| | NEWPORT CORP COM | | Common Stock | | 6,216 |
| | NN INC COM | | | Common Stock | | 3,574 |
| | NORTEK INC COM NEW | | Common Stock | | 4,252 |
| | NORTHWESTERN CORP COM NEW | | Common Stock | | 10,180 |
| | NUVASIVE INC COM | | Common Stock | | 10,863 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held At End of Year)
December 31, 2013
| (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 |
| | OLD REP INTL CORP COM | | Common Stock | | 7,115 |
| | OLYMPIC STEEL INC COM | | Common Stock | | 2,521 |
| | OM GROUP INC COMMON | | Common Stock | | 9,576 |
| | OMEGA PROTEIN CORP COM | | Common Stock | | 2,532 |
| | OSHKOSH CORP COM | | Common Stock | | 6,449 |
| | OUTERWALL INC | | | Common Stock | | 8,341 |
| | PACER INTERNATIONAL INC | | Common Stock | | 3,370 |
| | PARK OHIO HLDGS CORP COM | | Common Stock | | 2,830 |
| | PARKER DRILLING CO COM | | Common Stock | | 10,837 |
| | PATTERSON UTI ENERGY INC COM | | Common Stock | | 7,393 |
| | PBF ENERGY INC CL A | | Common Stock | | 8,809 |
| | PENN NATL GAMING INC COM | | Common Stock | | 6,706 |
| | PENNANTPARK INVT CORP COM | | Common Stock | | 8,410 |
| | PHARMERICA CORP COM | | Common Stock | | 8,213 |
| | PHH CORP COM NEW | | Common Stock | | 10,057 |
| | PHOENIX COS INC NEW COM | | Common Stock | | 3,868 |
| | PHOTRONICS INC COM | | Common Stock | | 5,761 |
| | PILGRIMS PRIDE CORP NEW COM | | Common Stock | | 5,899 |
| | PITNEY BOWES INC. | | Common Stock | | 7,083 |
| | PLATINUM UNDERWRITER HLDGS LTD COM | | Common Stock | | 10,601 |
| | PLEXUS CORP COM | | Common Stock | | 10,952 |
| | PNM RES INC COM | | Common Stock | | 11,288 |
| | PRIMERICA INC COM | | Common Stock | | 12,358 |
| | PROASSURANCE CORP COM | | Common Stock | | 6,351 |
| | PROSPECT CAPITAL CORPORATION COM | | Common Stock | | 10,154 |
| | PROTECTIVE LIFE CORP COM | | Common Stock | | 6,940 |
| | QUAD / GRAPHICS INC COM CL A | | Common Stock | | 6,971 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held At End of Year)
December 31, 2013
| (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 |
| | QUALITY DISTRIBUTION INC | | Common Stock | | 5,927 |
| | RED ROBIN GOURMET BURGERS INC COM | | Common Stock | | 6,839 |
| | REINSURANCE GROUP AMER INC COM NEW | | Common Stock | | 7,044 |
| | RENAISSANCE HOLDINGS LTD | | Common Stock | | 7,593 |
| | RENEWABLE ENERGY GROUP INC COM NEW | | Common Stock | | 7,094 |
| | REPUBLIC AWYS HLDGS INC COM | | Common Stock | | 3,934 |
| | RESOLUTE FST PRODS INC COM | | Common Stock | | 9,852 |
| | REX AMERICAN RESOURCES CORP | | Common Stock | | 2,951 |
| | RITE AID CORP COM | | Common Stock | | 2,125 |
| | RPX CORP COM | | | Common Stock | | 7,081 |
| | RUSH ENTERPRISES INC CL A | | Common Stock | | 6,997 |
| | RUTHS HOSPITALITY GROUP INC COM | | Common Stock | | 4,675 |
| | SAFETY INS GROUP INC COM | | Common Stock | | 3,885 |
| | SAFEWAY INC COM NEW | | Common Stock | | 7,459 |
| | SAIA INC COM | | | Common Stock | | 6,122 |
| | SANMINA CORPORATION COM | | Common Stock | | 10,588 |
| | SCHWEITZER-MAUDUIT INTL INC COM | | Common Stock | | 7,875 |
| | SCICLONE PHARMACEUTICALS INC COM | | Common Stock | | 4,385 |
| | SCRIPPS E W CO OHIO CL A NEW | | Common Stock | | 9,883 |
| | SILICON GRAPHICS INTERNATION | | Common Stock | | 4,667 |
| | SKYWEST INC COM | | Common Stock | | 8,305 |
| | SOUTHSIDE BANCSHARES INC | | Common Stock | | 3,144 |
| | SOUTHWEST GAS CORP COM | | Common Stock | | 13,362 |
| | SPARTAN STORES INC COM | | Common Stock | | 5,293 |
| | SPIRIT AEROSYSTEMS HLDGS INC COM CL A | | Common Stock | | 8,486 |
| | STANCORP FINL GROUP INC COM | | Common Stock | | 7,221 |
| | STANDARD MTR PRODS INC COM | | Common Stock | | 7,397 |
| | STARZ LIBRTY CAP COM A | | Common Stock | | 7,485 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held At End of Year)
December 31, 2013
| (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 |
| | STEIN MART INC COM | | Common Stock | | 2,448 |
| | STEWART INFORMATION SVCS CORP COM | | Common Stock | | 8,261 |
| | STONE ENERGY CORP COM | | Common Stock | | 10,515 |
| | STONERIDGE INC COM | | Common Stock | | 4,539 |
| | SUNPOWER CORP COM CL A | | Common Stock | | 7,512 |
| | SUPERVALU INC | | | Common Stock | | 6,663 |
| | SWIFT TRANSN CO CL A | | Common Stock | | 6,996 |
| | SYMETRA FINL CORP COM | | Common Stock | | 10,106 |
| | SYNNEX CORP COM | | Common Stock | | 11,054 |
| | SYNOVUS FINL CORP COM | | Common Stock | | 6,696 |
| | TCP CAP CORP COM | | Common Stock | | 5,571 |
| | TELEPHONE & DATA SYS INC COM NEW | | Common Stock | | 5,594 |
| | TICC CAPITAL CORP | | Common Stock | | 5,470 |
| | TIVO INC | | | Common Stock | | 8,672 |
| | TOWER INTL INC COM | | Common Stock | | 4,194 |
| | TOWN SPORTS INTL HLDGS INC COM | | Common Stock | | 3,351 |
| | TRIANGLE CAP CORP COM | | Common Stock | | 7,659 |
| | TTM TECHNOLOGIES INC COM | | Common Stock | | 4,702 |
| | ULTRA CLEAN HLDGS INC COM | | Common Stock | | 3,551 |
| | UNIFI INC COM | | | Common Stock | | 3,378 |
| | UNITED COMMUNITY BANKS/GA | | Common Stock | | 8,573 |
| | UNITED FIRE GROUP INC COM | | Common Stock | | 3,181 |
| | UNITED THERAPEUTICS CORP DEL COM | | Common Stock | | 9,386 |
| | UNIVERSAL INS HLDGS INC COM | | Common Stock | | 4,547 |
| | US CONCRETE INC NEW | | Common Stock | | 2,127 |
| | USANA HEALTH SCIENCES INC COM | | Common Stock | | 5,895 |
| �� | VISHAY INTERTECHNOLOGY INC COM | | Common Stock | | 6,206 |
| | WABASH NATL CORP COM | | Common Stock | | 8,460 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held At End of Year)
December 31, 2013
| (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 |
| | WARREN RESOURCES INC | | Common Stock | | 2,697 |
| | WASHINGTON FED INC COM | | Common Stock | | 6,731 |
| | WEBSTER FINANCIAL CORP | | Common Stock | | 14,156 |
| | WESTAR ENERGY INC COM | | Common Stock | | 6,563 |
| | WESTERN REFNG INC COM | | Common Stock | | 11,366 |
| | WHITE MOUNTAINS INSURANCE | | Common Stock | | 6,031 |
| | WILSHIRE BANCORP INC COM | | Common Stock | | 6,711 |
| | WINTRUST FINANCIAL CORP COM | | Common Stock | | 11,023 |
| | WORLD ACCEP CORP DEL COM | | Common Stock | | 6,040 |
| | WSFS FINL CORP COM | | Common Stock | | 3,877 |
| | XERIUM TECHNOLOGIES INC | | Common Stock | | 2,985 |
| | ZIONS BANCORPORATION COM | | Common Stock | | 6,232 |
| | | | | | $ | 3,514,479 |
| | | | | | | |
| | AERCAP HOLDINGS NV SHS | | Foreign Stock | | 3,835 |
| | ASPEN INSURANCE HOLDINGS LTD SHS | | Foreign Stock | | 80,761 |
| | ASSURED GUARANTY LTD COM | | Foreign Stock | | 34,064 |
| | COVIDIEN PLC SHS | | Foreign Stock | | 48,011 |
| | ENDURANCE SPECIALTY HLDGS LTD SHS | | Foreign Stock | | 83,605 |
| | ENSTAR GROUP LIMITED SHS | | Foreign Stock | | 33,338 |
| | MALLINCKRODT PLC | | Foreign Stock | | 47,034 |
| | WILLIS GROUP HOLDINGS PUBLIC L SHS | | Foreign Stock | | 75,146 |
| | ALLIED WRLD ASSUR COM HLDG AG SHS | | Foreign Stock | | 7,107 |
| | ASPEN INSURANCE HOLDINGS LTD SHS | | Foreign Stock | | 6,899 |
| | ASSURED GUARANTY LTD COM | | Foreign Stock | | 7,313 |
| | AXIS CAPITAL HOLDINGS SHS | | Foreign Stock | | 6,707 |
BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)—Schedule of Assets (Held At End of Year)
December 31, 2013
| (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 |
| | BANCO LATINOAMERICANO DE EXPO CL E | | Foreign Stock | | 6,501 |
| | CONSOLIDATED WATER CO-ORD SH | | Foreign Stock | | 2,524 |
| | ENDURANCE SPECIALTY HLDGS LTD SHS | | Foreign Stock | | 6,923 |
| | FABRINET | | | Foreign Stock | | 5,860 |
| | GREENLIGHT CAPITAL RE LTD-A | | Foreign Stock | | 9,001 |
| | MARVELL TECHNOLOGY GROUP LTD | | Foreign Stock | | 2,445 |
| | MONTPELIER RE HOLDINGS LTD SHS | | Foreign Stock | | 9,894 |
| | OFG BANCORP COM | | Foreign Stock | | 8,167 |
| | PARTNERRE LTD COM | | Foreign Stock | | 7,064 |
| | POPULAR INC COM NEW | | Foreign Stock | | 5,979 |
| | VALIDUS HOLDINGS LTD COM SHS | | Foreign Stock | | 7,172 |
| | | | | | $ | 505,350 |
| | | | | | | |
| | APOLLO COML REAL EST FIN INC COM | | Real Estate Inv Trust | | 7,898 |
| | CAPSTEAD MTG CORP COM NO PAR | | Real Estate Inv Trust | | 8,963 |
| | COLONY FINL INC COM | | Real Estate Inv Trust | | 9,333 |
| | DYNEX CAP INC COM NEW | | Real Estate Inv Trust | | 6,656 |
| | INVESCO MORTGAGE CAPITAL INC COM | | Real Estate Inv Trust | | 10,423 |
| | RESOURCE CAP CORP COM | | Real Estate Inv Trust | | 7,768 |
| | ANNALY CAP MGMT INC COM | | Real Estate Inv Trust | | 53,838 |
| | RYMAN HOSPITALITY PROPERTIES TN | | Real Estate Inv Trust | | 50,136 |
| | | | | | $ | 155,015 |
| | | | | | | |
| | ISHARES TR RUSL 2000 VALU | | Exchange Traded Equity Fund | 33,830 |
| | PENNYMAC MTG INVT TR COM | | Exchange Traded Equity Fund | 10,378 |
| | | | | | $ | 44,208 |
| | | | | | | |
| | | | | | $ | 2,729,549,749 |
| | | | | | | |
| | | | | | | |
| | * | Party in interest | | | | |
| | | Cost is omitted because plan investments are participant-directed. | | |
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 25, 2014
/s/ Steven L. Reeder
Senior Vice President & Benefits Manager
