During the first quarter of 2014, approximately $8.3 billion of nonguaranteed, closed-end, first and second lien position residential mortgage loans, along with the related allowance, were transferred from direct retail lending to residential mortgage to facilitate compliance with a series of new rules related to mortgage servicing associated with first and second lien position mortgages collateralized by real estate.

During the first quarter of 2014, the CRE loan categories were realigned into CRE – income producing properties and CRE – construction and development in order to better reflect the nature of the underlying loans. Prior period data has been reclassified to conform to this new presentation.

During the third quarter of 2014, approximately $550 million of loans, which were primarily performing residential mortgage TDRs, with a related ALLL of $57 million were sold for a gain of $42 million. During the fourth quarter of 2014, approximately $140 million of loans, which were primarily residential mortgage NPLs, with a related ALLL of $19 million were sold for a gain of $24 million. Both gains were recognized as reductions to the provision for credit losses.

Effective October 1, 2014, loans subject to the commercial loss sharing agreement with the FDIC related to the Colonial acquisition were no longer covered by loss sharing. At December 31, 2014, these loans had a carrying value of $561 million, a UPB of $836 million and an allowance of $38 million and are included in acquired from FDIC loans. Loans totaling $654 million at December 31, 2014 continue to be covered by loss sharing and are included in the acquired from FDIC balance.

During 2013, BB&T sold a consumer lending subsidiary with approximately $500 million in loans and $27 million of related ALLL. In addition, approximately $230 million of loans, with $38 million of related ALLL, was transferred from retail other lending subsidiaries to residential mortgage and $47 million of unallocated ALLL was allocated to the loan portfolio segments.

			Accruing
							90 Days Or
					30-89 Days		More Past
December 31, 2014			Current		Past Due		Due		Nonaccrual		Total

			(Dollars in millions)
Commercial:
	Commercial and industrial		$	41,192	$	23	$	―	$	239	$	41,454
	CRE - income producing properties			10,644		4		―		74		10,722
	CRE - construction and development			2,708		1		―		26		2,735
	Other lending subsidiaries			5,337		15		―		4		5,356
Retail:
	Direct retail lending			8,045		41		12		48		8,146
	Revolving credit			2,428		23		9		―		2,460
	Residential mortgage-nonguaranteed			29,468		392		83		164		30,107
	Residential mortgage-government guaranteed			251		82		648		2		983
	Sales finance			10,528		62		5		5		10,600
	Other lending subsidiaries			5,830		222		―		54		6,106
Acquired from FDIC				994		33		188		―		1,215
		Total	$	117,425	$	898	$	945	$	616	$	119,884

			Accruing
							90 Days Or
					30-89 Days		More Past
December 31, 2013			Current		Past Due		Due		Nonaccrual		Total

			(Dollars in millions)
Commercial:
	Commercial and industrial		$	38,110	$	35	$	―	$	363	$	38,508
	CRE - income producing properties			10,107		8		―		113		10,228
	CRE - construction and development			2,329		2		―		51		2,382
	Other lending subsidiaries			4,482		14		5		1		4,502
Retail:
	Direct retail lending			15,595		132		33		109		15,869
	Revolving credit			2,370		23		10		―		2,403
	Residential mortgage-nonguaranteed			22,747		454		69		243		23,513
	Residential mortgage-government guaranteed			236		93		806		―		1,135
	Sales finance			9,316		56		5		5		9,382
	Other lending subsidiaries			5,703		207		―		50		5,960
Acquired from FDIC				1,643		88		304		―		2,035
		Total	$	112,638	$	1,112	$	1,232	$	935	$	115,917

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

						CRE -		CRE -
				Commercial		Income Producing		Construction and		Other Lending
	December 31, 2014			& Industrial		Properties		Development		Subsidiaries

				(Dollars in millions)
	Commercial:
		Pass		$	40,055	$	10,253	$	2,615	$	5,317
		Special mention			163		67		7		10
		Substandard - performing			997		328		87		25
		Nonperforming			239		74		26		4
			Total	$	41,454	$	10,722	$	2,735	$	5,356

			Direct Retail		Revolving		Residential		Sales		Other Lending
			Lending		Credit		Mortgage		Finance		Subsidiaries

			(Dollars in millions)
Retail:
	Performing		$	8,098	$	2,460	$	30,924	$	10,595	$	6,052
	Nonperforming			48		―		166		5		54
		Total	$	8,146	$	2,460	$	31,090	$	10,600	$	6,106

					CRE -		CRE -
			Commercial		Income Producing		Construction and		Other Lending
December 31, 2013			& Industrial		Properties		Development		Subsidiaries

			(Dollars in millions)
Commercial:
	Pass		$	36,804	$	9,527	$	2,150	$	4,464
	Special mention			219		52		17		8
	Substandard - performing			1,122		536		164		29
	Nonperforming			363		113		51		1
		Total	$	38,508	$	10,228	$	2,382	$	4,502

			Direct Retail		Revolving		Residential		Sales		Other Lending
			Lending		Credit		Mortgage		Finance		Subsidiaries

			(Dollars in millions)
Retail:
	Performing		$	15,760	$	2,403	$	24,405	$	9,377	$	5,910
	Nonperforming			109		―		243		5		50
		Total	$	15,869	$	2,403	$	24,648	$	9,382	$	5,960

		ACL Rollforward
Year Ended December 31, 2014			Beginning Balance		Charge-Offs		Recoveries		Provision (Benefit)		Other		Ending Balance

			(Dollars in millions)
Commercial:
	Commercial and industrial		$	454	$	(131)	$	42	$	56	$	―	$	421
	CRE - income producing properties			149		(31)		14		30		―		162
	CRE - construction and development			76		(11)		19		(36)		―		48
	Other lending subsidiaries			15		(10)		3		13		―		21
Retail:
	Direct retail lending			209		(69)		29		26		(85)		110
	Revolving credit			115		(71)		19		47		―		110
	Residential mortgage-nonguaranteed			269		(82)		7		(62)		85		217
	Residential mortgage-government guaranteed			62		(2)		―		(24)		―		36
	Sales finance			45		(23)		9		19		―		50
	Other lending subsidiaries			224		(259)		30		240		―		235
Acquired from FDIC				114		(21)		―		(29)		―		64
ALLL				1,732		(710)		172		280		―		1,474
RUFC				89		―		―		(29)		―		60
ACL			$	1,821	$	(710)	$	172	$	251	$	―	$	1,534

		ACL Rollforward
Year Ended December 31, 2013			Beginning Balance		Charge-Offs		Recoveries		Provision (Benefit)		Other		Ending Balance

			(Dollars in millions)
Commercial:
	Commercial and industrial		$	470	$	(248)	$	47	$	166	$	19	$	454
	CRE - income producing properties			170		(74)		20		23		10		149
	CRE - construction and development			134		(58)		31		(39)		8		76
	Other lending subsidiaries			13		(3)		2		3		―		15
Retail:
	Direct retail lending			300		(148)		38		15		4		209
	Revolving credit			102		(85)		17		81		―		115
	Residential mortgage-nonguaranteed			296		(79)		3		5		44		269
	Residential mortgage-government guaranteed			32		(2)		―		32		―		62
	Sales finance			29		(23)		9		30		―		45
	Other lending subsidiaries			264		(252)		32		245		(65)		224
Acquired from FDIC				128		(19)		―		5		―		114
Unallocated				80		―		―		(33)		(47)		―
ALLL				2,018		(991)		199		533		(27)		1,732
RUFC				30		―		―		59		―		89
ACL			$	2,048	$	(991)	$	199	$	592	$	(27)	$	1,821

		ACL Rollforward
			Beginning		Charge-						Ending
Year Ended December 31, 2012			Balance		Offs		Recoveries		Provision		Balance

			(Dollars in millions)
Commercial:
	Commercial and industrial		$	433	$	(337)	$	17	$	357	$	470
	CRE - income producing properties			249		(150)		9		62		170
	CRE - construction and development			371		(245)		45		(37)		134
	Other lending subsidiaries			11		(8)		2		8		13
Retail:
	Direct retail lending			232		(224)		36		256		300
	Revolving credit			112		(81)		18		53		102
	Residential mortgage-nonguaranteed			318		(135)		3		110		296
	Residential mortgage-government guaranteed			47		(1)		―		(14)		32
	Sales finance			38		(26)		10		7		29
	Other lending subsidiaries			186		(217)		24		271		264
Acquired from FDIC				149		(34)		―		13		128
Unallocated				110		―		―		(30)		80
ALLL				2,256		(1,458)		164		1,056		2,018
RUFC				29		―		―		1		30
ACL			$	2,285	$	(1,458)	$	164	$	1,057	$	2,048

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

				December 31, 2014				December 31, 2013
				Recorded Investment		Related ALLL		Recorded Investment		Related ALLL

				(Dollars in millions)
	Commercial:
		Commercial and industrial		$	41,120	$	379	$	38,042	$	382
		CRE - income producing properties			10,583		147		10,033		128
		CRE - construction and development			2,670		39		2,289		60
		Other lending subsidiaries			5,351		20		4,501		15
	Retail:
		Direct retail lending			8,048		86		15,648		166
		Revolving credit			2,419		94		2,355		96
		Residential mortgage-nonguaranteed			29,660		181		22,557		160
		Residential mortgage-government guaranteed			622		4		759		7
		Sales finance			10,579		46		9,363		41
		Other lending subsidiaries			5,930		204		5,823		196
	Acquired from FDIC				1,215		64		2,035		114
			Total	$	118,197	$	1,264	$	113,405	$	1,365

The following tables set forth certain information regarding impaired loans, excluding purchased impaired loans and LHFS, that were individually evaluated for reserves.

											Average		Interest
					Recorded				Related		Recorded		Income
	As Of / For The Year Ended December 31, 2014				Investment		UPB		ALLL		Investment		Recognized

					(Dollars in millions)
	With no related ALLL recorded:
		Commercial:
			Commercial and industrial		$	87	$	136	$	―	$	138	$	2
			CRE - income producing properties			18		25		―		36		―
			CRE - construction and development			14		21		―		20		―
			Other lending subsidiaries			―		1		―		―		―
		Retail:
			Direct retail lending			13		49		―		14		1
			Residential mortgage-nonguaranteed			87		141		―		147		5
			Residential mortgage-government guaranteed			3		4		―		7		―
			Sales finance			1		2		―		1		―
			Other lending subsidiaries			3		7		―		3		―
	With an ALLL recorded:
		Commercial:
			Commercial and industrial			247		254		42		279		5
			CRE - income producing properties			121		123		15		133		4
			CRE - construction and development			51		52		9		65		2
			Other lending subsidiaries			5		5		1		4		―
		Retail:
			Direct retail lending			85		87		24		95		5
			Revolving credit			41		41		16		45		2
			Residential mortgage-nonguaranteed			360		370		36		700		31
			Residential mortgage-government guaranteed			358		358		32		402		17
			Sales finance			20		21		4		20		1
			Other lending subsidiaries			173		175		31		148		22
				Total	$	1,687	$	1,872	$	210	$	2,257	$	97

										Average		Interest
				Recorded				Related		Recorded		Income
As Of / For The Year Ended December 31, 2013				Investment		UPB		ALLL		Investment		Recognized

				(Dollars in millions)
With no related ALLL recorded:
	Commercial:
		Commercial and industrial		$	91	$	165	$	―	$	111	$	―
		CRE - income producing properties			22		35		―		43		―
		CRE - construction and development			19		42		―		41		―
	Retail:
		Direct retail lending			23		76		―		23		1
		Residential mortgage-nonguaranteed			144		237		―		129		4
		Residential mortgage-government guaranteed			1		1		―		2		―
		Sales finance			1		2		―		1		―
		Other lending subsidiaries			2		6		―		4		―
With an ALLL recorded:
	Commercial:
		Commercial and industrial			375		409		72		453		5
		CRE - income producing properties			172		174		21		197		4
		CRE - construction and development			75		76		16		112		3
		Other lending subsidiaries			1		1		―		2		―
	Retail:
		Direct retail lending			198		204		43		204		12
		Revolving credit			48		48		19		52		2
		Residential mortgage-nonguaranteed			812		830		109		763		34
		Residential mortgage-government guaranteed			375		376		55		356		15
		Sales finance			18		19		4		20		1
		Other lending subsidiaries			135		137		28		173		18
			Total	$	2,512	$	2,838	$	367	$	2,686	$	99

The following table provides a summary of TDRs, all of which are considered impaired.

				December 31,
				2014		2013

				(Dollars in millions)
	Performing TDRs:
		Commercial:
			Commercial and industrial	$	64	$	77
			CRE - income producing properties		27		50
			CRE - construction and development		30		39
		Direct retail lending			84		187
		Sales finance			19		17
		Revolving credit			41		48
		Residential mortgage-nonguaranteed			261		785
		Residential mortgage-government guaranteed			360		376
		Other lending subsidiaries			164		126
			Total performing TDRs		1,050		1,705
	Nonperforming TDRs (also included in NPL disclosures)				126		193
			Total TDRs	$	1,176	$	1,898

	ALLL attributable to TDRs			$	159	$	283

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

			Year Ended December 31,
			2014						2013						2012
			Type of						Type of						Type of
			Modification				ALLL		Modification				ALLL		Modification				ALLL
			Rate		Structure		Impact		Rate		Structure		Impact		Rate		Structure		Impact

			(Dollars in millions)
Commercial:
	Commercial and industrial		$	112	$	48	$	4	$	99	$	27	$	3	$	51	$	63	$	―
	CRE - income producing properties			18		18		―		33		44		1		55		29		―
	CRE - construction and development			25		22		―		51		20		(2)		56		50		(2)
Retail:
	Direct retail lending			32		4		6		45		9		6		120		17		35
	Revolving credit			24		―		4		26		―		4		30		―		5
	Residential mortgage-nonguaranteed			127		36		16		103		68		11		241		88		22
	Residential mortgage-government
		guaranteed		282		―		12		141		―		12		85		―		9
	Sales finance			1		14		3		4		7		3		16		―		4
	Other lending subsidiaries			130		―		17		167		―		34		123		2		35

The following table summarizes the pre-default balance for modifications that experienced a payment default that had been classified as TDRs during the previous 12 months. Payment default is defined as movement of the TDR to nonaccrual status, foreclosure or charge-off, whichever occurs first.

			Year Ended December 31,
			2014		2013		2012

			(Dollars in millions)
	Commercial:
		Commercial and industrial	$	5	$	5	$	8
		CRE - income producing properties		1		11		6
		CRE - construction and development		4		4		14
	Retail:
		Direct retail lending		2		4		8
		Revolving credit		9		10		12
		Residential mortgage-nonguaranteed		23		17		36
		Sales finance		1		1		―
		Other lending subsidiaries		33		26		12

If a TDR subsequently defaults, BB&T evaluates the TDR for possible impairment. As a result, the related ALLL may be increased or charge-offs may be taken to reduce the carrying value of the loan.

Changes in the carrying value and accretable yield of loans acquired from the FDIC are presented in the following table:

		Year Ended December 31, 2014								Year Ended December 31, 2013
		Purchased Impaired				Purchased Nonimpaired				Purchased Impaired				Purchased Nonimpaired
		Accretable		Carrying		Accretable		Carrying		Accretable		Carrying		Accretable		Carrying
		Yield		Value		Yield		Value		Yield		Value		Yield		Value

		(Dollars in millions)
Balance at beginning of period		$	187	$	863	$	351	$	1,172	$	264	$	1,400	$	617	$	1,894
	Accretion		(107)		107		(169)		169		(149)		149		(301)		301
	Payments received, net		―		(391)		―		(705)		―		(686)		―		(1,023)
	Other, net		54		―		62		―		72		―		35		―
Balance at end of period		$	134	$	579	$	244	$	636	$	187	$	863	$	351	$	1,172

Outstanding UPB at end of period				$	864			$	860			$	1,266			$	1,516