UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
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| ý | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2016
OR
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| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________________________ to __________________________
Commission file number 1-10853
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| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
BB&T Corporation 401(k) Savings Plan
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| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
BB&T Corporation
200 West Second Street
Winston-Salem, NC 27101
BB&T Corporation
401(k) Savings Plan
Financial Statements and Supplemental Schedule
December 31, 2016 and 2015
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BB&T Corporation 401(k) Savings Plan Index December 31, 2016 and 2015 |
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| Financial Statements | |
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Supplemental Schedule* | |
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*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 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 statement 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") as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the year ended December 31, 2016 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 financial 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.
The supplemental Schedule of Assets (Held at End of Year) at December 31, 2016 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedule is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the Schedule of Assets (Held at End of Year) is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ PricewaterhouseCoopers LLP
Greensboro, North Carolina
June 26, 2017
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BB&T Corporation 401(k) Savings Plan Statements of Net Assets Available for Benefits December 31, 2016 and 2015 |
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| | 2016 | | 2015 |
| Assets | | | |
| Investments, at fair value | $ | 3,980,479,878 |
| | $ | 3,091,486,801 |
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| Notes receivable from participants | 68,492,373 |
| | 59,673,934 |
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| Employer receivable | 2,583,067 |
| | — |
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| Net assets available for benefits | $ | 4,051,555,318 |
| | $ | 3,151,160,735 |
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The accompanying notes are an integral part of these financial statements.
2
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BB&T Corporation 401(k) Savings Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2016 |
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| | 2016 |
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| Additions to (deductions from) net assets attributable to: | |
| Investment income | |
| Interest | $ | 3,019,042 |
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| Dividends | 61,584,393 |
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| Net appreciation in fair value of investments | 291,652,131 |
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| Net investment income | 356,255,566 |
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| Interest on notes receivable from participants | 2,629,713 |
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| Contributions | |
| Employer | 111,029,143 |
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| Employee | 159,716,990 |
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| Rollovers | 14,798,627 |
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| Total contributions | 285,544,760 |
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| Total additions | 644,430,039 |
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| Benefits paid to participants | (309,139,617 | ) |
| Administrative expenses | (651,100 | ) |
| Total deductions | (309,790,717 | ) |
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| Net increase prior to transfers from other plans | 334,639,322 |
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| Transfers from other plans | 565,755,261 |
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| Net increase | 900,394,583 |
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| Net assets available for benefits | |
| Beginning of year | 3,151,160,735 |
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| End of year | $ | 4,051,555,318 |
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The accompanying notes are an integral part of these financial statements.
3
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BB&T Corporation 401(k) Savings Plan Notes to Financial Statements December 31, 2016 and 2015 |
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| 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 document 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 Benefits Plan 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 of their eligible earnings, as defined in the Plan document, on a pre-tax basis subject to certain Internal Revenue Code ("IRC") limitations. The Plan also has a Roth feature that allows for after-tax contributions. Eligible participants who have attained the age of 50 before the close of the plan year may make catch-up contributions up to $6,000. 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 immediately vested in their contributions, employer matching contributions and actual earnings allocated to their account. Nonvested employer matching contributions may occur as a result of participants in predecessor plans that have terminated their employment with their employer.
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 Internal Revenue Service ("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 IRS regulations.
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BB&T Corporation 401(k) Savings Plan Notes to Financial Statements December 31, 2016 and 2015 |
Participant Accounts
Each participant's individual account is credited with the participant's contributions and allocations of matching contributions, earnings/(losses) on the account and administrative expenses. Allocations of earnings/(losses) 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, 2016 and 2015, forfeited accounts totaled $32 and $1, respectively. Forfeitures can be used to reduce employer contributions. In 2016, contributions by the employer were reduced by $37,638 from the forfeiture account.
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| 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 and Investment-Related Fees
Administrative expenses are paid by the Plan, unless otherwise paid by the Plan Sponsor. Expenses that are paid by the Plan Sponsor are excluded from these financial statements. The Plan Sponsor paid certain administrative fees related to professional services provided to the Plan (see Note 9). Investment-related fees are included in net appreciation (depreciation) 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. Related fees are recorded as administrative expenses. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document. No allowance for credit losses has been recorded as of December 31, 2016 or 2015.
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, and an associate insured deposit account, 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 6 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. 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 Statement 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.
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BB&T Corporation 401(k) Savings Plan Notes to Financial Statements December 31, 2016 and 2015 |
The Financial Accounting Standards Board ("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 6.
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.
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| 3. | New Accounting Pronouncements |
In May 2015, the FASB issued new guidance related to Disclosures for Investments in Certain Entities that Calculate Net Asset Value Per Share. This guidance modifies the disclosure requirements for certain investments in the Plan's financial statements. The Plan adopted this guidance effective January 1, 2016. The adoption of this guidance did not have a material effect on the Plan's financial statements.
In January 2016, the FASB issued new guidance related to the Recognition and Measurement of Financial Assets and Financial Liabilities. This guidance requires the majority of equity investments to be measured at fair value with changes in fair value recognized in the statement of changes in net assets available for benefits. The new guidance allows equity investments without readily determinable fair values to be measured at cost minus impairment, with a qualitative assessment required to identify impairment. This guidance is effective for fiscal years beginning after December 15, 2017. The adoption of this guidance is not expected to be material to the Plan's financial statements.
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| 4. | Associate Insured Deposit Account |
The Plan invests in an associate insured deposit account, which is a deposit account with a bank subsidiary of the Plan Sponsor. Under the terms of the account agreement, Branch Banking and Trust Company ("Branch Bank") is required to set aside collateral equal or greater in market value to the amount on deposit in the account in excess of the amount insured under the Federal Deposit Insurance Act.
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 year ended December 31, 2016 ranged from 0.95 percent to 1.18 percent and the average yield rate was 1.07 percent. The crediting interest rates for the year ended December 31, 2015 ranged from 0.63 percent to 0.89 percent and the average yield rate was 0.77 percent.
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| 5. | Transfers from Other Plans |
During 2016, BB&T Corporation authorized the transfer of participant accounts to the Plan from various subsidiary company plans. Participant account balances, including investments and notes receivable from participants, were transferred from the various plans at various dates during 2016 as follows:
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| | 2016 |
| CRC Insurance Services, Inc. 401(k) Profit Sharing Plan | $ | 305,076,709 |
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| McGriff, Seibels & Williams, Inc. Employee 401(k) Plan | 121,038,675 |
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| National Penn Bancshares, Inc. Capital Accumulation Plan | 112,699,887 |
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| AmRisc, LP 401(k) Plan | 26,939,990 |
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| Total transfers | $ | 565,755,261 |
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BB&T Corporation 401(k) Savings Plan Notes to Financial Statements December 31, 2016 and 2015 |
Due to the mergers, which were effective December 31, 2016, of the CRC Insurance Services, Inc. 401(k) Profit Sharing Plan and the McGriff, Seibels & Williams, Inc. Employee 401(k) Plan, the matching formula for employees of CRC Insurance Services, Inc. and McGriff, Seibels & Williams, Inc. and their respective subsidiaries will be different than the matching contribution of the Plan as of January 1, 2017. All other Plan participants will have the matching formula described in Note 1.
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| 6. | 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).
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 trusts 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 the Plan's investment in 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. Participants' transactions (purchase and sales) may occur daily. The common/collective trusts have a readily determinable fair value in that NAV is determined and made available to the Plan daily, and is the basis for current transactions. Were the Plan to initiate a full redemption of the common/collective trust, the investment adviser reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations at the then current NAV will be carried out in an orderly business manner. The common/collective trusts have a daily redemption frequency, a redemption notice period of 30 days to one year, and no unfunded commitments.
The fair value of government securities and corporate bonds are 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 are based on quoted prices for securities with similar coupons, ratings, and maturities.
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BB&T Corporation 401(k) Savings Plan Notes to Financial Statements December 31, 2016 and 2015 |
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, 2016 and 2015, there were no level 3 assets or liabilities.
The 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:
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| | December 31, 2016 |
| | Total | | Level 1 | | Level 2 |
| BB&T common stock | $ | 627,441,928 |
| | $ | 627,441,928 |
| | $ | — |
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| Mutual funds | 2,132,646,390 |
| | 2,132,646,390 |
| | — |
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| Self-directed investments | 137,974,072 |
| | 136,023,623 |
| | 1,950,449 |
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| Common/collective trusts | 854,971,630 |
| | — |
| | 854,971,630 |
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| Separately managed accounts: |
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| Common stock | 3,377,273 |
| | 3,377,273 |
| | — |
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| Foreign stock | 432,401 |
| | 432,401 |
| | — |
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| Equity exchange traded fund | 26,167 |
| | 26,167 |
| | — |
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| Associate insured deposit account | 221,664,794 |
| | — |
| | 221,664,794 |
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| Total investments at fair value, excluding cash and cash equivalents of $1,945,223 | $ | 3,978,534,655 |
| | $ | 2,899,947,782 |
| | $ | 1,078,586,873 |
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| | December 31, 2015 |
| | Total | | Level 1 | | Level 2 |
| BB&T common stock | $ | 562,420,280 |
| | $ | 562,420,280 |
| | $ | — |
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| Mutual funds | 1,704,520,638 |
| | 1,704,520,638 |
| | — |
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| Self-directed investments | 104,078,398 |
| | 103,096,608 |
| | 981,790 |
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| Common/collective trusts | 535,960,628 |
| | — |
| | 535,960,628 |
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| Separately managed accounts: |
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| Common stock | 3,070,263 |
| | 3,070,263 |
| | — |
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| Foreign stock | 423,326 |
| | 423,326 |
| | — |
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| Equity exchange traded fund | 10,665 |
| | 10,665 |
| | — |
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| Associate insured deposit account | 179,224,847 |
| | — |
| | 179,224,847 |
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| Total investments at fair value, excluding cash and cash equivalents of $1,777,756 | $ | 3,089,709,045 |
| | $ | 2,373,541,780 |
| | $ | 716,167,265 |
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There were no transfers between levels during 2016 and 2015.
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BB&T Corporation 401(k) Savings Plan Notes to Financial Statements December 31, 2016 and 2015 |
The IRS has determined and informed the Plan Sponsor by letter dated November 19, 2014, 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 IRS. The Plan Administrator analyzed the tax positions by the Plan, and concluded that as of December 31, 2016 and 2015, there are no uncertain positions taken that 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 2013.
Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to revise or 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 document.
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| 9. | Related Party and Party-In-Interest Transactions |
Included in the Plan assets are BB&T Corporation common stock, mutual funds advised by a subsidiary of the Corporation, assets held in separately managed accounts that are managed by a subsidiary of the Corporation, an associate insured deposit account with Branch Bank and cash in an interest-bearing checking account with Branch Bank. Balances, income and transactions related to these investments, which are party-in-interest transactions under ERISA, are presented in the following tables:
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| | December 31, |
| | 2016 | | 2015 |
| BB&T Corporation common stock | $ | 627,441,928 |
| | $ | 562,420,280 |
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| Mutual funds | 1,311,671,102 |
| | 1,100,493,474 |
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| Separately managed accounts | 3,835,841 |
| | 3,504,254 |
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| Associate insured deposit account | 221,664,794 |
| | 179,224,847 |
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| Interest-bearing checking account | 1,945,223 |
| | 1,777,756 |
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| | For the year ended |
| | December 31, 2016 |
| Dividends on BB&T Corporation common stock | $ | 17,046,059 |
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| Dividends on investments in mutual funds | 27,704,445 |
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| Interest on associate insured deposit account | 2,324,345 |
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In addition, the cost of administrative services rendered by the Corporation's Trust Division is party-in-interest and totaled $328,998 for the year ended December 31, 2016. 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 and fees charged by ProNvest to participants that opt to receive guidance on investment election/allocation. Fees charged by Ameritrade and ProNvest were $214,073 and $63,879, respectively for the year ended December 31, 2016.
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BB&T Corporation 401(k) Savings Plan Notes to Financial Statements December 31, 2016 and 2015 |
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| 10. | 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 Statements of Net Assets Available for Benefits.
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BB&T Corporation 401(k) Savings Plan Schedule H, line 4(i)—Schedule of Assets (Held At End of Year) December 31, 2016 |
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| (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 | | $ | 627,441,928 |
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| | | | | | |
| * | Sterling Capital Total Return Bond Fund | | Mutual fund | | 223,768,592 |
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| * | Sterling Capital Mid Value Fund | | Mutual fund | | 246,670,571 |
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| * | Sterling Capital Special Opportunities Fund | | Mutual fund | | 263,017,102 |
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| * | Sterling Capital Equity Income Fund | | Mutual fund | | 230,165,744 |
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| * | Sterling Capital Behavioral Small Cap Value Equity Fund | | Mutual fund | | 115,882,449 |
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| * | Sterling Capital Behavioral Large Cap Value Equity Fund | | Mutual fund | | 232,166,644 |
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| | Federated Investors Treasury Obligation Fund | | Mutual fund | | 96,728,918 |
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| | Fidelity Contrafund | | Mutual fund | | 148,868,304 |
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| | Vanguard Institutional Index | | Mutual fund | | 255,281,527 |
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| | Vanguard Total International Stock Index | | Mutual fund | | 43,760,154 |
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| | Harbor International Fund | | Mutual fund | | 125,995,787 |
|
| | T. Rowe Price Mid Cap Growth Fund | | Mutual fund | | 150,340,598 |
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| | | | | | 2,132,646,390 |
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| | | | | | |
| | T. Rowe Price Retirement Income Fund | | Common/collective trust | | 55,126,383 |
|
| | T. Rowe Price Retirement 2005 Fund | | Common/collective trust | | 4,236,314 |
|
| | T. Rowe Price Retirement 2010 Fund | | Common/collective trust | | 28,090,781 |
|
| | T. Rowe Price Retirement 2015 Fund | | Common/collective trust | | 46,607,828 |
|
| | T. Rowe Price Retirement 2020 Fund | | Common/collective trust | | 116,145,828 |
|
| | T. Rowe Price Retirement 2025 Fund | | Common/collective trust | | 88,171,683 |
|
| | T. Rowe Price Retirement 2030 Fund | | Common/collective trust | | 132,183,167 |
|
| | T. Rowe Price Retirement 2035 Fund | | Common/collective trust | | 63,569,527 |
|
| | T. Rowe Price Retirement 2040 Fund | | Common/collective trust | | 95,236,783 |
|
| | T. Rowe Price Retirement 2045 Fund | | Common/collective trust | | 48,320,414 |
|
| | T. Rowe Price Retirement 2050 Fund | | Common/collective trust | | 36,096,143 |
|
| | T. Rowe Price Retirement 2055 Fund | | Common/collective trust | | 26,284,415 |
|
| | T. Rowe Price Retirement 2060 Active Trust | | Common/collective trust | | 1,173,205 |
|
| | Morley Stable Value Fund | | Common/collective trust | | 113,729,159 |
|
| | | | | | 854,971,630 |
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| | | | | | |
| | Plan Participants | | Self-directed investments | | 137,974,072 |
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| | | | | | |
| * | Notes Receivable from Participants | | Participant loans (4.25% to 9% due thru May 2046) | | 68,492,373 |
|
| | | | | | |
| * | Branch Banking and Trust Company | | Associate insured deposit account | | 221,664,794 |
|
| | | | | | |
| * | Branch Banking and Trust Company | | Cash and cash equivalents | | 1,945,223 |
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| | | | | | |
| Holdings in Separately Managed Accounts |
| | 1st Source Corporation | | Common stock | | 7,369 |
|
| | Aaron's Inc. | | Common stock | | 8,637 |
|
| | Acco Brands Corp | | Common stock | �� | 8,091 |
|
| | Aegion Corp | | Common stock | | 7,134 |
|
| | Affiliated Managers Group Inc | | Common stock | | 67,710 |
|
| | AG Mortgage Investment Trust | | Common stock | | 6,006 |
|
| | Air Lease Corp | | Common stock | | 6,866 |
|
| | Allison Transmission Holdings | | Common stock | | 53,904 |
|
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BB&T Corporation 401(k) Savings Plan Schedule H, line 4(i)—Schedule of Assets (Held At End of Year) December 31, 2016 |
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| | | | | | | |
| (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 |
| | Amag Pharmaceuticals Inc | | Common stock | | 6,647 |
|
| | Ambac | | Common stock | | 8,213 |
|
| | American Axle & Mfg Hldgs | | Common stock | | 5,346 |
|
| | American Equity Investment Life | | Common stock | | 9,715 |
|
| | American Financial Group Inc | | Common stock | | 6,433 |
|
| | Amerisafe Inc | | Common stock | | 7,357 |
|
| | Amkor Technology Inc | | Common stock | | 9,590 |
|
| | Anixter International Inc | | Common stock | | 9,240 |
|
| | Annaly Capital Management | | Common stock | | 52,203 |
|
| | Anworth Mortgage Asset Corp | | Common stock | | 5,827 |
|
| | Arcbest Corp | | Common stock | | 6,111 |
|
| | Archrock Inc | | Common stock | | 7,154 |
|
| | Ares Commercial Real Estate Corp | | Common stock | | 6,247 |
|
| | Argan Inc | | Common stock | | 5,926 |
|
| | Arrow Electronics Inc | | Common stock | | 4,991 |
|
| | Ascena Retail Group Inc | | Common stock | | 28,808 |
|
| | Atlas Air Worldwide Holdings | | Common stock | | 7,040 |
|
| | Atwood Oceanics Inc | | Common stock | | 7,064 |
|
| | Avista Corp | | Common stock | | 9,278 |
|
| | Avx Corporation | | Common stock | | 6,611 |
|
| | B Of I Holding, Inc. | | Common stock | | 6,538 |
|
| | Banc Of California Inc | | Common stock | | 7,513 |
|
| | Benchmark Electronics | | Common stock | | 8,083 |
|
| | Berkshire Hills Bancorp Inc | | Common stock | | 7,444 |
|
| | Big 5 Sporting Goods Corp | | Common stock | | 6,211 |
|
| | Big Lots, Inc | | Common stock | | 4,770 |
|
| | Bill Barrett Corp | | Common stock | | 4,802 |
|
| | Blucora Inc | | Common stock | | 6,077 |
|
| | Caleres Inc | | Common stock | | 7,286 |
|
| | Calpine Corp | | Common stock | | 3,395 |
|
| | Camden National Corp | | Common stock | | 7,734 |
|
| | Capstead Mortgage Corp. New | | Common stock | | 5,971 |
|
| | Casella Waste Systems, Inc. | | Common stock | | 6,342 |
|
| | CBRE Group Inc | | Common stock | | 78,725 |
|
| | CBS Corporation Cl B | | Common stock | | 80,479 |
|
| | Ceco Environmental Corp | | Common stock | | 6,264 |
|
| | CED Inc | | Common stock | | 37,875 |
|
| | Central Garden & Pet Co -A | | Common stock | | 14,060 |
|
| | Chart Industries Inc | | Common stock | | 8,321 |
|
| | Chemical Financial Corp | | Common stock | | 10,834 |
|
| | Chico's FAS Inc | | Common stock | | 35,112 |
|
| | Children's Place Retail Stores | | Common stock | | 10,297 |
|
| | Chimera Investment Corp | | Common stock | | 5,838 |
|
| | Commercial Metal Co | | Common stock | | 9,474 |
|
| | Community Tr Bancorp Inc | | Common stock | | 7,787 |
|
| | Consol Energy Inc | | Common stock | | 5,214 |
|
| | Cooper Tire & Rubber Co. | | Common stock | | 8,897 |
|
| | Cooper-Standard Holding Inc | | Common stock | | 8,167 |
|
| | CRA International Inc | | Common stock | | 6,039 |
|
| | Customers Bancorp, Inc. | | Common stock | | 9,707 |
|
|
|
BB&T Corporation 401(k) Savings Plan Schedule H, line 4(i)—Schedule of Assets (Held At End of Year) December 31, 2016 |
|
| | | | | | | |
| (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 |
| | CYS Investments, Inc. | | Common stock | | 5,929 |
|
| | Dean Foods Co | | Common stock | | 7,710 |
|
| | Denbury Resources Inc | | Common stock | | 8,063 |
|
| | Devry Inc | | Common stock | | 10,889 |
|
| | DHI Group Inc | | Common stock | | 23,038 |
|
| | Digitalglobe Inc. | | Common stock | | 8,223 |
|
| | DST Systems Inc | | Common stock | | 47,146 |
|
| | Dynex Capital Inc | | Common stock | | 5,142 |
|
| | E Trade Financial Corp | | Common stock | | 115,385 |
|
| | Ebay Inc | | Common stock | | 79,421 |
|
| | Employers Holdings Inc | | Common stock | | 8,950 |
|
| | Enersys | | Common stock | | 9,216 |
|
| | Enpro Industries, Inc. | | Common stock | | 47,354 |
|
| | Enterprise Financial Services | | Common stock | | 11,051 |
|
| | EP Energy Corp-Cl A | | Common stock | | 1,231 |
|
| | Equity Wealth | | Common stock | | 5 |
|
| | Farmers Capital Bank Corp | | Common stock | | 6,392 |
|
| | FBL Financial Group Inc - Cl A | | Common stock | | 8,831 |
|
| | FCB Financial Holdings-Cl A | | Common stock | | 7,918 |
|
| | Federal Agricultural Mtg Corp Cl | | Common stock | | 9,049 |
|
| | Fidelity Southern | | Common stock | | 8,024 |
|
| | Fidelity National Information | | Common stock | | 58,470 |
|
| | Financial Institutions, Inc. | | Common stock | | 6,395 |
|
| | First American Financial Corp | | Common stock | | 5,421 |
|
| | First Fefiance Finl Corp | | Common stock | | 5,886 |
|
| | First Financial Corp/Indiana | | Common stock | | 6,653 |
|
| | Five Prime Therapeutics Inc | | Common stock | | 7,316 |
|
| | Flagstar Bancorp Inc | | Common stock | | 6,762 |
|
| | Flushing Financial Corp | | Common stock | | 7,965 |
|
| | Forest City Realty Trust-A | | Common stock | | 5,627 |
|
| | Forestar Real Estate Group | | Common stock | | 6,105 |
|
| | Fulton Finl Corp Pa | | Common stock | | 11,205 |
|
| | Gentex Corp | | Common stock | | 81,714 |
|
| | Getty Realty Corp | | Common stock | | 7,163 |
|
| | Great Ajax Corp | | Common stock | | 4,830 |
|
| | Great Plains Energy Inc | | Common stock | | 5,497 |
|
| | Great Southern Bancorp, Inc. | | Common stock | | 7,105 |
|
| | Great Western Bancorp Inc | | Common stock | | 9,590 |
|
| | Hanmi Financial Corp | | Common stock | | 8,655 |
|
| | Hanover Insurance Group Inc | | Common stock | | 1,092 |
|
| | Hawaiian Electric Inds. Inc. | | Common stock | | 5,589 |
|
| | Hawaiian Holdings Inc | | Common stock | | 11,115 |
|
| | HCA Holdings, Inc | | Common stock | | 48,113 |
|
| | Healthsouth Corp | | Common stock | | 5,485 |
|
| | Heartland Financial Usa, Inc | | Common stock | | 7,584 |
|
| | Hertz Global Holdings Inc | | Common stock | | 15,372 |
|
| | Hilltop Holdings Inc | | Common stock | | 10,072 |
|
| | Homestreet Inc | | Common stock | | 9,196 |
|
| | Hope Bancorp Inc | | Common stock | | 10,310 |
|
| | Horizon Bancorp Indiana | | Common stock | | 7,728 |
|
|
|
BB&T Corporation 401(k) Savings Plan Schedule H, line 4(i)—Schedule of Assets (Held At End of Year) December 31, 2016 |
|
| | | | | | | |
| (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 |
| | Hovnanian Enterprises Inc Cl A | | Common stock | | 6,276 |
|
| | Huntington Ingalls Industries | | Common stock | | 7,552 |
|
| | Iberiabank Corp | | Common stock | | 6,616 |
|
| | Idacorp Inc | | Common stock | | 12,405 |
|
| | II-VI Inc | | Common stock | | 21,407 |
|
| | Infrareit Inc | | Common stock | | 734 |
|
| | Interdigital Inc | | Common stock | | 5,938 |
|
| | Invesco Mortgage Capital | | Common stock | | 7,840 |
|
| | Iridium Communications, Inc | | Common stock | | 7,526 |
|
| | Jacobs Engr Group Inc | | Common stock | | 44,175 |
|
| | John B Sanfilippo & Son Inc | | Common stock | | 2,604 |
|
| | K12 Inc | | Common stock | | 7,945 |
|
| | Knoll Inc | | Common stock | | 5,698 |
|
| | Knowles Corp | | Common stock | | 44,532 |
|
| | Laboratory Corp Of America | | Common stock | | 69,325 |
|
| | Ladder Capital Corp-REIT | | Common stock | | 6,215 |
|
| | Lear Corp | | Common stock | | 7,942 |
|
| | Leucadia National Corp | | Common stock | | 112,181 |
|
| | Lexicon Pharmaceuticals Inc | | Common stock | | 3,347 |
|
| | Lifepoint Health Inc | | Common stock | | 3,976 |
|
| | Lincoln National Corp. | | Common stock | | 77,867 |
|
| | Manpower Inc Wis | | Common stock | | 5,332 |
|
| | Markel Corporation | | Common stock | | 62,411 |
|
| | Mcgrath Rentcorp | | Common stock | | 7,329 |
|
| | Mdu Resources Group, Inc. | | Common stock | | 5,639 |
|
| | MFA Mortgage Investments Inc. | | Common stock | | 5,455 |
|
| | Mgic Investment Corp | | Common stock | | 10,995 |
|
| | Microstrategy Inc Cl A | | Common stock | | 41,454 |
|
| | Molina Healthcare Inc | | Common stock | | 6,674 |
|
| | MRC Global Inc | | Common stock | | 7,334 |
|
| | MYR Group Inc | | Common stock | | 7,234 |
|
| | Nationstar Mortgage Holdings | | Common stock | | 5,906 |
|
| | Navient Corp | | Common stock | | 5,471 |
|
| | NCR Corp | | Common stock | | 6,408 |
|
| | NCR Corp | | Common stock | | 113,365 |
|
| | Nelnet Inc Cl A | | Common stock | | 8,932 |
|
| | Netgear Inc | | Common stock | | 10,653 |
|
| | New Residential Investment Corp | | Common stock | | 11,711 |
|
| | New York Mortgage Trust Inc | | Common stock | | 6,514 |
|
| | News Corp Cl B | | Common stock | | 59,000 |
|
| | Northwestern Corporation | | Common stock | | 9,952 |
|
| | Now Inc/De | | Common stock | | 8,618 |
|
| | NRG Energy Inc W/I | | Common stock | | 5,382 |
|
| | Office Depot Inc | | Common stock | | 8,678 |
|
| | OGE Energy Corp | | Common stock | | 5,519 |
|
| | Old National Bancorp | | Common stock | | 9,474 |
|
| | Omega Protein Corporation | | Common stock | | 4,384 |
|
| | Omnicom Group | | Common stock | | 57,875 |
|
| | Orasure Technologies Inc | | Common stock | | 4,750 |
|
| | Orchid Island Capital Inc | | Common stock | | 5,534 |
|
|
|
BB&T Corporation 401(k) Savings Plan Schedule H, line 4(i)—Schedule of Assets (Held At End of Year) December 31, 2016 |
|
| | | | | | | |
| (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 |
| | Owens Corning | | Common stock | | 5,826 |
|
| | Patterson Uti Energy Inc 080101 | | Common stock | | 5,869 |
|
| | Pdl Biopharma Inc | | Common stock | | 3,490 |
|
| | Pennymac Mortgage Investment | | Common stock | | 7,137 |
|
| | Pennymac Financial Service-A | | Common stock | | 6,727 |
|
| | PHH Corp | | Common stock | | 6,109 |
|
| | Photronics Inc | | Common stock | | 6,373 |
|
| | Piedmont Office Realty Trust Inc | | Common stock | | 4,558 |
|
| | Pinnacle West Cap Corporation | | Common stock | | 6,633 |
|
| | Piper Jaffray Cos | | Common stock | | 8,483 |
|
| | Plexus Corp | | Common stock | | 7,944 |
|
| | PNM Resources Inc | | Common stock | | 5,454 |
|
| | Portland General Electric Co | | Common stock | | 10,529 |
|
| | Primerica Inc | | Common stock | | 10,787 |
|
| | Qcr Holdings Inc | | Common stock | | 6,495 |
|
| | Quad Graphics Inc | | Common stock | | 6,236 |
|
| | Quanta Services Inc | | Common stock | | 6,622 |
|
| | Radian Group Inc | | Common stock | | 12,460 |
|
| | Rayonier Advanced Materials | | Common stock | | 5,937 |
|
| | Rayonier Advanced Materials | | Common stock | | 15,228 |
|
| | Redwood Trust Inc | | Common stock | | 7,286 |
|
| | Regional Management Corp | | Common stock | | 7,963 |
|
| | Reinsurance Group of America | | Common stock | | 7,046 |
|
| | Rogers Corp | | Common stock | | 6,990 |
|
| | Rush Enterprises Inc | | Common stock | | 6,986 |
|
| | Ryman Hospitality Properties Inc | | Common stock | | 68,996 |
|
| | Safety Insurance Group Inc | | Common stock | | 7,223 |
|
| | Sanderson Farms Inc | | Common stock | | 7,822 |
|
| | Sanmina Corp | | Common stock | | 14,147 |
|
| | Santander Consumer USA Holdings | | Common stock | | 5,846 |
|
| | Schnitzer Steel Inds Inc | | Common stock | | 5,962 |
|
| | Scientific Games Corp | | Common stock | | 6,776 |
|
| | Select Medical Holdings Corp | | Common stock | | 7,049 |
|
| | Selective Ins Grp Inc | | Common stock | | 10,547 |
|
| | SJW Corp | | Common stock | | 8,341 |
|
| | Skywest Inc | | Common stock | | 14,653 |
|
| | SLM Corporation | | Common stock | | 6,910 |
|
| | Spartannash Co | | Common stock | | 8,659 |
|
| | Sparton Corporation | | Common stock | | 4,889 |
|
| | Speedway Motorsports Inc | | Common stock | | 4,919 |
|
| | Spirit Aerosystems Holdings Inc | | Common stock | | 5,426 |
|
| | State National Cos Inc | | Common stock | | 5,447 |
|
| | Steel Dynamics Inc | | Common stock | | 6,938 |
|
| | Stoneridge Inc | | Common stock | | 1,185 |
|
| | Sturm Ruger & Co Inc | | Common stock | | 9,222 |
|
| | Suncoke Energy Inc | | Common stock | | 8,380 |
|
| | Surgical Care Affiliates Inc | | Common stock | | 5,876 |
|
| | Synnex Corp | | Common stock | | 11,013 |
|
| | T Rowe Price Group Inc | | Common stock | | 50,801 |
|
| | Tcf Financial Corp | | Common stock | | 5,701 |
|
|
|
BB&T Corporation 401(k) Savings Plan Schedule H, line 4(i)—Schedule of Assets (Held At End of Year) December 31, 2016 |
|
| | | | | | | |
| (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 |
| | Tenneco Inc | | Common stock | | 5,185 |
|
| | Teradyne Inc | | Common stock | | 5,867 |
|
| | The Finish Line | | Common stock | | 5,304 |
|
| | The Greenbriar Companies Inc | | Common stock | | 7,645 |
|
| | Timkensteel Corp | | Common stock | | 6,099 |
|
| | Titan Int'l | | Common stock | | 6,479 |
|
| | Triple S Management Corp | | Common stock | | 4,368 |
|
| | Ttm Technologies Inc | | Common stock | | 9,595 |
|
| | Two Harbors Investment | | Common stock | | 5,389 |
|
| | Unisys Corporation | | Common stock | | 1,405 |
|
| | Unit Corp | | Common stock | | 9,781 |
|
| | United Financial Bancorp Inc | | Common stock | | 7,028 |
|
| | United Fire Group Inc | | Common stock | | 7,572 |
|
| | United Rentals Inc | | Common stock | | 6,335 |
|
| | United Therapeutics Corp Del Com | | Common stock | | 5,737 |
|
| | Universal Forest Products Inc | | Common stock | | 8,787 |
|
| | Universal Insurance Holdings Inc | | Common stock | | 5,737 |
|
| | Viacom Inc | | Common stock | | 16,497 |
|
| | Vishay Intertechnology | | Common stock | | 9,315 |
|
| | Wabash National Corp | | Common stock | | 6,375 |
|
| | Walker & Dunlop Inc | | Common stock | | 9,391 |
|
| | Washington Federal Inc | | Common stock | | 11,782 |
|
| | Wellcare Health Plans Inc | | Common stock | | 5,757 |
|
| | Western Union Company | | Common stock | | 42,571 |
|
| | Woodward Governor Co | | Common stock | | 5,248 |
|
| | World Acceptance Corp | | Common stock | | 7,264 |
|
| | World Fuel Service Corp. | | Common stock | | 4,683 |
|
| | Worthington Industries Inc | | Common stock | | 9,393 |
|
| | Zimmer Biomet Holdings Inc | | Common stock | | 78,948 |
|
| | | | | | 3,377,273 |
|
| | | | | | |
| | Agro Group International | | Foreign stock | | 10,149 |
|
| | Allied World Assurance Company | | Foreign stock | | 6,391 |
|
| | Aspen Insurance Holdings Limited | | Foreign stock | | 5,445 |
|
| | Assured Guaranty Ltd | | Foreign stock | | 7,176 |
|
| | Assured Guaranty Ltd | | Foreign stock | | 44,720 |
|
| | Axalta Coating Systems Ltd | | Foreign stock | | 99,960 |
|
| | Civeo Corp | | Foreign stock | | 8,052 |
|
| | Copa Holdings Sa | | Foreign stock | | 5,359 |
|
| | Enstar Group Ltd | | Foreign stock | | 58,519 |
|
| | Essent Group Ltd | | Foreign stock | | 5,568 |
|
| | First Bancorp Puerto Rico | | Foreign stock | | 7,892 |
|
| | Fresh Delmonte Produce | | Foreign stock | | 8,488 |
|
| | Nabors Industries Ltd. | | Foreign stock | | 8,069 |
|
| | Noble Corp Plc | | Foreign stock | | 12,639 |
|
| | Popular Inc | | Foreign stock | | 7,318 |
|
| | Sensata Technologies Holding | | Foreign stock | | 27,265 |
|
| | Transocean Ltd | | Foreign stock | | 5,542 |
|
| | Trinseo Sa | | Foreign stock | | 6,701 |
|
| | Tronox Ltd-Cl A | | Foreign stock | | 6,021 |
|
|
|
BB&T Corporation 401(k) Savings Plan Schedule H, line 4(i)—Schedule of Assets (Held At End of Year) December 31, 2016 |
|
| | | | | | | |
| (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 |
| | Validus Holdings Ltd | | Foreign stock | | 5,776 |
|
| | Willis Towers Watson Plc | | Foreign stock | | 85,351 |
|
| | | | | | 432,401 |
|
| | | | | | |
| | Ishares Russell 2000 Value Index Fund | | Equity ETF | | 26,167 |
|
| | | | | | |
| | | | | | $ | 4,048,972,251 |
|
* Party in interest
Cost is omitted because plan investments are participant-directed.
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 |
| | | | | |
| Date: | 6/26/2017 | | By: | /s/ Steven L. Reeder |
| | | | | Steven L. Reeder Senior Vice President & Benefits Manager |
