11-K 1 bbt401k-11k_2017.htm 11-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________
FORM 11-K
_____________________________


(Mark One)
ý
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

OR

¨
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


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


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, 2017 and 2016




BB&T Corporation 401(k) Savings Plan    
Index
December 31, 2017 and 2016



 
Page
Report of Independent Registered Public Accounting Firm
Financial Statements
 
Statements of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Supplemental Schedule*
 
Schedule H, line 4(i) - Schedule of Assets (Held At End of Year)
Exhibit Index

*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 and Plan Participants of the BB&T Corporation 401(k) Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the BB&T Corporation 401(k) Savings Plan (the “Plan”) as of December 31, 2017 and 2016 and the related statement of changes in net assets available for benefits for the year ended December 31, 2017, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and 2016, and the changes in net assets available for benefits for the year ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule H, line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2017 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 supplemental schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ PricewaterhouseCoopers LLP
Greensboro, North Carolina
June 26, 2018
We have served as the Plan’s auditor since 2002.




1


BB&T Corporation 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2017 and 2016

 
2017
 
2016
Assets
 
 
 
Investments, at fair value
$
4,559,897,011

 
$
3,980,479,878

Notes receivable from participants
70,168,610

 
68,492,373

Employer receivable
2,484,841

 
2,583,067

Net assets available for benefits
$
4,632,550,462

 
$
4,051,555,318




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

2


BB&T Corporation 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2017
 
2017
Additions to (deductions from) net assets attributable to:
 
Investment income
 
Interest
$
4,705,604

Dividends
141,781,015

Net appreciation in fair value of investments
454,904,940

Net investment income
601,391,559

 
 
Interest on notes receivable from participants
3,092,422

 
 
Contributions
 
Employer
129,116,837

Employee
189,174,189

Rollovers
19,840,237

Total contributions
338,131,263

Total additions
942,615,244

 
 
Benefits paid to participants
(360,953,537
)
Administrative expenses
(666,563
)
Total deductions
(361,620,100
)
 
 
Net increase
580,995,144

 
 
Net assets available for benefits
 
Beginning of year
4,051,555,318

End of year
$
4,632,550,462




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

3

BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements    
December 31, 2017 and 2016
 
 
 


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 of the Plan Sponsor ("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, in whole percentages, 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. 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.

The Plan Sponsor will match participant contributions (other than catch-up contributions), subject to certain IRC limitations using a formula based on the company in which a participant works:

▪CRC Insurance Services, Inc.: Match of 50%
▪McGriff, Seibels and Williams, Inc.: Match of 100% on the first 4% deferred
▪All others: Match of 100% on the first 6% deferred

CRC Insurance Services, Inc. and AmRisc, LLC may also make profit sharing contributions at the discretion of their respective Board of Directors. For the year ended December 31, 2017, eligible employees of CRC Insurance Services, Inc. and AmRisc, LLC received profit sharing contributions totaling $1,951,400 and $533,441, respectively.

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.




4

BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements    
December 31, 2017 and 2016
 
 
 



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.

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, 2017 and 2016, forfeited accounts totaled $73,989 and $32, respectively, which can be used to reduce employer contributions. In 2017, contributions by the employer were reduced by $145,226 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 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 has elected to pay certain administrative fees related to professional services provided to the Plan. 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, 2017 or 2016.

Cash and Cash Equivalents
Cash and cash equivalents includes interest-bearing deposits with a bank subsidiary of 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 4 for disclosures of methodologies used to determine the recorded fair value of Plan investments.





5

BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements    
December 31, 2017 and 2016
 
 
 


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.

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 an orderly transaction in the principal market for the asset or liability being measured.

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.    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 that was effective as of the 30th day of the month two months prior plus fifty basis points. The crediting interest rates for the year ended December 31, 2017 ranged from 1.30 percent to 1.93 percent and the average yield rate was 1.59 percent.

4.    Fair Value of Financial Instruments
Topic 820 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). The valuation methodology was applied consistently from year to year.

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.





6

BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements    
December 31, 2017 and 2016
 
 
 


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 3 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. 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.

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, 2017 and 2016, 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, 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:
 
December 31, 2017
 
Total
 
Level 1
 
Level 2
BB&T common stock
$
613,072,311

 
$
613,072,311

 
$
—

Mutual funds
2,116,228,844

 
2,116,228,844

 
—

Self-directed investments
175,877,922

 
174,056,828

 
1,821,094

Common/collective trusts
1,434,922,552

 
—

 
1,434,922,552

Separately managed accounts:
 
 
 
 
 
Common stock
3,949,098

 
3,949,098

 
—

Foreign stock
392,830

 
392,830

 
—

Associate insured deposit account
210,467,027

 
—

 
210,467,027

Total investments at fair value, excluding cash and cash equivalents of $4,986,427
$
4,554,910,584

 
$
2,907,699,911

 
$
1,647,210,673





7

BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements    
December 31, 2017 and 2016
 
 
 


 
December 31, 2016
 
Total
 
Level 1
 
Level 2
BB&T common stock
$
627,441,928

 
$
627,441,928

 
$
—

Mutual funds
2,132,646,390

 
2,132,646,390

 
—

Self-directed investments
137,974,072

 
136,023,623

 
1,950,449

Common/collective trusts
854,971,630

 
—

 
854,971,630

Separately managed accounts:
 
 
 
 
 
Common stock
3,377,273

 
3,377,273

 
—

Foreign stock
432,401

 
432,401

 
—

Equity exchange traded fund
26,167

 
26,167

 
—

Associate insured deposit account
221,664,794

 
—

 
221,664,794

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


There were no transfers between levels during 2017 and 2016.

5.    Tax Status
The IRS has determined and informed the Plan Sponsor by letter dated November 19, 2014, that the Plan was designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan Administrator believes that the Plan was designed and is currently being operated in compliance with the applicable provisions of the IRC. Therefore, no provision for income taxes was 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, 2017 and 2016, 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 2014.

6.     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 document.

7.    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:




8

BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements    
December 31, 2017 and 2016
 
 
 


 
December 31,
 
2017
 
2016
BB&T Corporation common stock
$
613,072,311

 
$
627,441,928

Mutual funds
1,461,875,254

 
1,311,671,102

Separately managed accounts
4,341,928

 
3,835,841

Associate insured deposit account
210,467,027

 
221,664,794

Interest-bearing checking account
4,986,427

 
1,945,223

 
For the year ended
 
December 31, 2017
Dividends on BB&T Corporation common stock
$
16,278,053

Dividends on investments in BB&T sponsored mutual funds
81,721,579

Interest on associate insured deposit account
3,339,225


In addition, the cost of administrative services rendered by the Corporation's Trust Division is party-in-interest and totaled $351,204 for the year ended December 31, 2017. 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 $195,833 and $119,526, respectively for the year ended December 31, 2017.

8.    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.





9


BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)-Schedule of Assets (Held At End of Year)
December 31, 2017
 
 
 
 
 
 
(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
 
$
613,072,311

 
 
 
 
 
 
*
Sterling Capital Total Return Bond Fund
 
Mutual fund
 
226,965,001

*
Sterling Capital Mid Value Fund
 
Mutual fund
 
270,108,963

*
Sterling Capital Special Opportunities Fund
 
Mutual fund
 
301,396,460

*
Sterling Capital Equity Income Fund
 
Mutual fund
 
268,690,854

*
Sterling Capital Behavioral Small Cap Val Equity Fund
 
Mutual fund
 
133,411,672

*
Sterling Capital Behavioral Large Cap Val Equity Fund
 
Mutual fund
 
261,302,304

 
Federated Investors Treasury Obligation Fund
 
Mutual fund
 
91,161,069

 
Fidelity Contrafund
 
Mutual fund
 
210,038,790

 
Harbor International Fund
 
Mutual fund
 
155,148,259

 
T. Rowe Price Mid Cap Growth Fund
 
Mutual fund
 
198,005,472

 
 
 
 
 
2,116,228,844

 
 
 
 
 
 
 
T. Rowe Price Retirement Income Fund
 
Common/collective trust
 
58,187,827

 
T. Rowe Price Retirement 2005 Fund
 
Common/collective trust
 
4,763,961

 
T. Rowe Price Retirement 2010 Fund
 
Common/collective trust
 
29,022,587

 
T. Rowe Price Retirement 2015 Fund
 
Common/collective trust
 
49,208,479

 
T. Rowe Price Retirement 2020 Fund
 
Common/collective trust
 
136,801,489

 
T. Rowe Price Retirement 2025 Fund
 
Common/collective trust
 
119,451,554

 
T. Rowe Price Retirement 2030 Fund
 
Common/collective trust
 
172,284,575

 
T. Rowe Price Retirement 2035 Fund
 
Common/collective trust
 
91,653,889

 
T. Rowe Price Retirement 2040 Fund
 
Common/collective trust
 
127,128,410

 
T. Rowe Price Retirement 2045 Fund
 
Common/collective trust
 
72,064,182

 
T. Rowe Price Retirement 2050 Fund
 
Common/collective trust
 
53,355,143

 
T. Rowe Price Retirement 2055 Fund
 
Common/collective trust
 
37,986,791

 
T. Rowe Price Retirement 2060 Active Trust
 
Common/collective trust
 
3,547,235

 
Legal & General MSCI ACWI
 
Common/collective trust
 
68,470,101

 
Legal & General S&P 500
 
Common/collective trust
 
303,827,199

 
Morley Stable Value Fund
 
Common/collective trust
 
107,169,130

 
 
 
 
 
1,434,922,552

 
 
 
 
 
 
 
Plan Participants
 
Self-directed investments
 
175,877,922

 
 
 
 
 
 
*
Notes Receivable from Participants
 
Participant loans (4.25% to 9% due thru May 2046)
 
70,168,610

 
 
 
 
 
 
*
Branch Banking and Trust Company
 
Associate insured deposit account
 
210,467,027

 
 
 
 
 
 
*
Branch Banking and Trust Company
 
Cash and cash equivalents
 
4,986,427

 
 
 
 
 
 
Holdings in Separately Managed Accounts
 
Adtalem Global Education Inc
 
Common stock
 
10,302

 
Advansix Inc
 
Common stock
 
7,068

 
Aes Corp
 
Common stock
 
5,350

 
Affiliated Managers Group Inc Com
 
Common stock
 
118,224

 
Ag Mortgage Investment Trust
 
Common stock
 
6,863

 
Akebia Therapeutics Inc
 
Common stock
 
5,844

 
Allison Transmission Holdings Inc
 
Common stock
 
6,245

 
Allison Transmission Holdings Inc
 
Common stock
 
51,684

 
Allscripts Healthcare Solutions
 
Common stock
 
10,680



10


BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)-Schedule of Assets (Held At End of Year)
December 31, 2017
 
 
 
 
 
 
(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
 
1,219

 
American Equity Investment Life Holding Co
 
Common stock
 
14,412

 
Annaly Capital Management
 
Common stock
 
37,168

 
Apple Hospitality Reit Inc
 
Common stock
 
5,863

 
Arcbest Corp
 
Common stock
 
8,008

 
Arch Coal Inc - A
 
Common stock
 
9,968

 
Armour Residential Reit Inc
 
Common stock
 
7,742

 
Ascena Retail Group Inc
 
Common stock
 
10,937

 
Associated Banc Corp
 
Common stock
 
6,045

 
Atlas Air Worldwide Holdings
 
Common stock
 
8,622

 
B Of I Holding Inc.
 
Common stock
 
4,754

 
Bankunited Inc
 
Common stock
 
6,149

 
Barrett Business Svcs Inc
 
Common stock
 
5,998

 
Beazer Homes Usa Inc
 
Common stock
 
9,739

 
Berkshire Hills Bancorp Inc
 
Common stock
 
7,393

 
Big Lots Inc
 
Common stock
 
6,513

 
Blucora Inc
 
Common stock
 
6,431

 
Boise Cascade Company
 
Common stock
 
8,259

 
Boston Beer Company Inc - Cl A
 
Common stock
 
6,880

 
Briggs & Stratton Corp
 
Common stock
 
7,992

 
Brixmor Property Group Inc
 
Common stock
 
5,393

 
Brookdale Senior Living Inc
 
Common stock
 
4,598

 
Cai International Inc
 
Common stock
 
5,692

 
Camden National Corp
 
Common stock
 
8,047

 
Carolina Financial Corp
 
Common stock
 
6,316

 
Cathay General Bancorp
 
Common stock
 
11,892

 
Cbre Group Inc
 
Common stock
 
108,275

 
Cbs Corporation Cl B
 
Common stock
 
74,635

 
Chatham Lodging Trust
 
Common stock
 
7,579

 
Cherry Hill Mortgage Investment
 
Common stock
 
5,757

 
Chico'S Fas Inc
 
Common stock
 
21,521

 
Childrens Place Retail Stores
 
Common stock
 
7,704

 
Chimera Investment Corp
 
Common stock
 
6,948

 
Citi Trends Inc
 
Common stock
 
6,694

 
Cno Financial Group Inc
 
Common stock
 
13,604

 
Columbia Property Trust Inc
 
Common stock
 
6,174

 
Community Tr Bancorp Inc
 
Common stock
 
8,101

 
Comtech Telecommunications Corp
 
Common stock
 
6,769

 
Conatus Pharmaceuticals Inc
 
Common stock
 
4,518

 
Conn'S Inc
 
Common stock
 
11,980

 
Consol Energy Inc
 
Common stock
 
1,857

 
Corenergy Infrastructure Trust
 
Common stock
 
153

 
Covenant Transport Inc
 
Common stock
 
6,119

 
Cra International Inc
 
Common stock
 
7,417

 
Credit Acceptance Corp
 
Common stock
 
7,440

 
Cts Corp
 
Common stock
 
7,442

 
Customers Bancorp Inc.
 
Common stock
 
7,615

 
Cvr Energy Inc
 
Common stock
 
10,986

 
Cytomx Therapeutics Inc
 
Common stock
 
7,220

 
Deckers Outdoor Corp
 
Common stock
 
10,994

 
Dhi Group Inc Dhi Group Inc
 
Common stock
 
6,698

 
Diamond Offshore Drill Drill
 
Common stock
 
9,778



11


BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)-Schedule of Assets (Held At End of Year)
December 31, 2017
 
 
 
 
 
 
(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
 
Diamondrock Hospitality Company
 
Common stock
 
3,884

 
Diodes Inc
 
Common stock
 
7,512

 
Dollar General Corp.
 
Common stock
 
67,432

 
Domtar Corporation
 
Common stock
 
6,190

 
Dst Systems Inc
 
Common stock
 
54,622

 
Dynex Capital Inc
 
Common stock
 
6,428

 
E Trade Financial Corp
 
Common stock
 
123,925

 
Ebay Inc
 
Common stock
 
75,480

 
Echostar Holding Corp A
 
Common stock
 
5,331

 
El Paso Elec Co Com New
 
Common stock
 
9,631

 
Employers Holdings Inc
 
Common stock
 
10,967

 
Endurance International Group
 
Common stock
 
5,947

 
Enterprise Financial Services Corp
 
Common stock
 
12,642

 
Ep Energy Corp-Cl A
 
Common stock
 
444

 
Equity Wealth
 
Common stock
 
5

 
Exterran Corp
 
Common stock
 
8,489

 
Ez Corp Cl A
 
Common stock
 
5,405

 
Fcb Financial Holdings-Cl A
 
Common stock
 
9,398

 
Federal Agricultural Mtg Corp Cl C
 
Common stock
 
13,379

 
Fidelity Southern Corporation
 
Common stock
 
8,001

 
Fidelity National Information Services Inc
 
Common stock
 
72,732

 
Financial Institutions Inc.
 
Common stock
 
6,500

 
First Fefiance Finl Corp
 
Common stock
 
6,548

 
First Financial Bancorp
 
Common stock
 
8,485

 
First Financial Corp/Indiana
 
Common stock
 
6,213

 
First Solar Inc
 
Common stock
 
7,900

 
First Wealth Financial
 
Common stock
 
8,434

 
Flagstar Bancorp Inc
 
Common stock
 
7,596

 
Forestar Group Inc - W/I
 
Common stock
 
660

 
Freightcar America Inc
 
Common stock
 
5,824

 
Gannett Co Inc
 
Common stock
 
8,565

 
Gentex Corp
 
Common stock
 
97,941

 
Getty Realty Corp
 
Common stock
 
7,360

 
Government Properties Income
 
Common stock
 
9,122

 
Gray Television Inc.
 
Common stock
 
7,370

 
Great Southern Bancorp Inc.
 
Common stock
 
7,334

 
Hanmi Financial Corp
 
Common stock
 
7,588

 
Hca Holdings Inc
 
Common stock
 
87,840

 
Healthsouth Corp
 
Common stock
 
7,164

 
Heartland Financial Usa Inc
 
Common stock
 
9,174

 
Heritage Insurance Holdings
 
Common stock
 
6,830

 
Heritage-Crystal Clean Inc
 
Common stock
 
6,830

 
Hollyfrontier Corp
 
Common stock
 
8,605

 
Homestreet Inc
 
Common stock
 
7,180

 
Huntsman Corporation
 
Common stock
 
6,325

 
Idacorp Inc
 
Common stock
 
13,339

 
Independence Realty Trust Inc
 
Common stock
 
3,310

 
Independent Bank Corp
 
Common stock
 
6,593

 
Interdigital Inc
 
Common stock
 
5,483

 
Invesco Mortgage Capital
 
Common stock
 
10,555

 
Iridium Communications Inc
 
Common stock
 
10,207

 
Itt Inc
 
Common stock
 
6,138



12


BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)-Schedule of Assets (Held At End of Year)
December 31, 2017
 
 
 
 
 
 
(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
 
Jabil Inc
 
Common stock
 
5,933

 
Jacobs Engr Group Inc
 
Common stock
 
51,119

 
Jernigan Capital Inc
 
Common stock
 
6,064

 
Kaiser Aluminum Corporation
 
Common stock
 
9,082

 
Kb Home
 
Common stock
 
11,183

 
Kbr Inc
 
Common stock
 
10,649

 
Kemet Corp
 
Common stock
 
4,111

 
Kimco Rlty Corp
 
Common stock
 
1,325

 
Knowles Corp
 
Common stock
 
39,069

 
Kosmos Energy Ltd
 
Common stock
 
3,521

 
Kronos Worldwide Inc
 
Common stock
 
6,030

 
Laboratory Corp Of American Holdings
 
Common stock
 
86,135

 
Lannett Company Inc
 
Common stock
 
5,939

 
Lear Corp
 
Common stock
 
7,066

 
Leucadia National Corp
 
Common stock
 
115,232

 
Liberty Property Trust Sh Ben Tr
 
Common stock
 
5,548

 
Lincoln National Corp.
 
Common stock
 
60,343

 
Louisiana Pacific Corp Pac Corp
 
Common stock
 
6,224

 
Markel Corporation
 
Common stock
 
78,600

 
Masimo Corporation
 
Common stock
 
5,003

 
Mckesson Corp Corporation
 
Common stock
 
63,628

 
Mdc Holdings Inc
 
Common stock
 
478

 
Medical Properties Trust Inc
 
Common stock
 
6,077

 
Mfa Mortgage Investments Inc.
 
Common stock
 
6,201

 
Mgic Investment Corp
 
Common stock
 
16,537

 
Microstrategy Inc Cl A
 
Common stock
 
27,573

 
Midland States Bancorp Inc
 
Common stock
 
5,846

 
Molina Healthcare Inc
 
Common stock
 
10,275

 
Monmouth Reit Corp Class A
 
Common stock
 
3,809

 
Mtge Investment Crop
 
Common stock
 
8,344

 
Murphy Oil Corporation
 
Common stock
 
6,521

 
National Fuel Gas Company
 
Common stock
 
4,942

 
Ncr Corp
 
Common stock
 
128,312

 
Nelnet Inc Cl A
 
Common stock
 
10,573

 
Netgear Inc
 
Common stock
 
9,988

 
New Media Investment Group
 
Common stock
 
7,517

 
New Methode Electron Inc
 
Common stock
 
6,015

 
New Residential Investment Corp
 
Common stock
 
12,069

 
New York Mortgage Trust Inc
 
Common stock
 
7,028

 
News Corp New Cl B
 
Common stock
 
83,000

 
Northwestern Corporation
 
Common stock
 
11,403

 
Nrg Yield Inc - Class A
 
Common stock
 
7,352

 
Nrg Yield Inc -Class C
 
Common stock
 
8,807

 
Oceanfirst Financial Corp
 
Common stock
 
7,376

 
Ofg Bancorp
 
Common stock
 
5,819

 
Oge Energy Corp
 
Common stock
 
5,035

 
Old National Bancorp
 
Common stock
 
9,109

 
Olin Corp
 
Common stock
 
6,404

 
Omega Healthcare Services
 
Common stock
 
4,682

 
Omnicom Group
 
Common stock
 
69,189

 
On Semiconductor
 
Common stock
 
7,538

 
Oritani Financial Corporation
 
Common stock
 
508



13


BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)-Schedule of Assets (Held At End of Year)
December 31, 2017
 
 
 
 
 
 
(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
 
11,493

 
Oxford Inds Inc
 
Common stock
 
8,271

 
Par Petroleum Corp
 
Common stock
 
6,401

 
Pbf Energy Inc.
 
Common stock
 
6,523

 
Pdl Biopharma Inc
 
Common stock
 
7,012

 
Peapack Gladstone Finl Corp
 
Common stock
 
7,179

 
Penn National Gaming Inc.
 
Common stock
 
11,749

 
Pennymac Financial Service-A
 
Common stock
 
6,839

 
Pilgrim'S Pride Corp
 
Common stock
 
7,206

 
Pinnacle Entertainment Inc
 
Common stock
 
9,459

 
Pinnacle West Cap Corporation
 
Common stock
 
7,922

 
Portland General Electric Co
 
Common stock
 
12,079

 
Primoris Services Corp
 
Common stock
 
5,275

 
Provident Financial Services Inc
 
Common stock
 
8,927

 
Qcr Holdings Inc
 
Common stock
 
6,428

 
Quality Systems Inc
 
Common stock
 
4,767

 
Radian Group Inc
 
Common stock
 
15,478

 
Radnet Inc.
 
Common stock
 
6,171

 
Ralph Lauren Corp
 
Common stock
 
6,325

 
Rayonier Advanced Materials
 
Common stock
 
7,853

 
Rayonier Advanced Materials
 
Common stock
 
37,424

 
Realogy Holdings Corp
 
Common stock
 
55,650

 
Reinsurance Grp Of Amer Of America
 
Common stock
 
9,512

 
Rexford Industrial Realty Inc
 
Common stock
 
7,261

 
Rh
 
Common stock
 
8,880

 
Rlj Lodging Trust
 
Common stock
 
11,908

 
Rudolph Technology
 
Common stock
 
5,473

 
Rush Enterprises Inc Cl A
 
Common stock
 
12,245

 
S&T Bancorp Inc.
 
Common stock
 
9,236

 
Sabra Health Care Reit Inc
 
Common stock
 
6,063

 
Sanderson Farmsinc
 
Common stock
 
12,490

 
Sandy Spring Bancorp Inc
 
Common stock
 
7,141

 
Santander Consumer Usa Holdings
 
Common stock
 
6,089

 
Scana Corp New
 
Common stock
 
5,609

 
Schnitzer Steel Inds Inc Cl A
 
Common stock
 
10,653

 
Schweitzer Mauduit Intl Inc
 
Common stock
 
5,126

 
Seaworld Entertainment Inc
 
Common stock
 
45,527

 
Sleep Number Corp
 
Common stock
 
7,105

 
Southwestern Energy Co
 
Common stock
 
43,859

 
Spire Inc
 
Common stock
 
11,348

 
Spirit Aerosystems Holdings Inc
 
Common stock
 
8,900

 
Spirit Realty Capital Inc
 
Common stock
 
5,517

 
Stericycle Inc
 
Common stock
 
22,097

 
Stoneridge Inc
 
Common stock
 
8,458

 
Suncoke Energy Inc
 
Common stock
 
9,916

 
Sunpower Corporation
 
Common stock
 
6,693

 
Sutherland Asset Management
 
Common stock
 
5,727

 
Synchrony Financial
 
Common stock
 
53,089

 
Synovus Financial Corp
 
Common stock
 
6,184

 
T Rowe Price Group Inc
 
Common stock
 
70,828

 
Tcf Financial Corp
 
Common stock
 
5,966

 
Tech Data Corp
 
Common stock
 
11,560



14


BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)-Schedule of Assets (Held At End of Year)
December 31, 2017
 
 
 
 
 
 
(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
 
Teletech Holdings Inc
 
Common stock
 
5,434

 
Teradata Corp
 
Common stock
 
6,692

 
Teradyne Inc
 
Common stock
 
1,759

 
Terex Corp New
 
Common stock
 
7,329

 
The Buckle Inc
 
Common stock
 
7,648

 
The Greenbriar Companies Inc
 
Common stock
 
10,660

 
Tier Reit Inc
 
Common stock
 
612

 
Toll Brothers Inc
 
Common stock
 
6,627

 
Tower International Inc
 
Common stock
 
7,027

 
Trico Bancshares
 
Common stock
 
7,610

 
Trinity Industries
 
Common stock
 
7,005

 
Trinity Industries
 
Common stock
 
14,048

 
Triple S Management Corp
 
Common stock
 
6,362

 
Trueblue Inc
 
Common stock
 
7,810

 
Trustco Bk Corp Ny
 
Common stock
 
7,829

 
Ttm Technologies Inc
 
Common stock
 
12,129

 
Two Harbors Investment-Wi
 
Common stock
 
5,512

 
Umpqua Holdings Corp
 
Common stock
 
9,506

 
United Financial Bancorp Inc
 
Common stock
 
7,391

 
United Natural Foods Inc.
 
Common stock
 
11,628

 
United Rentals Inc
 
Common stock
 
11,174

 
Urban Outfitters Inc
 
Common stock
 
6,521

 
Valley National Bancorp
 
Common stock
 
9,997

 
Vera Bradley Inc.
 
Common stock
 
6,784

 
Vishay Intertechnology
 
Common stock
 
13,218

 
Voya Financial Inc
 
Common stock
 
6,431

 
Wabash National Corp
 
Common stock
 
9,548

 
Walker & Dunlop Inc
 
Common stock
 
11,448

 
Washington Federal Inc
 
Common stock
 
12,638

 
Web.Com Group Inc.
 
Common stock
 
5,973

 
Wellcare Health Plans Inc
 
Common stock
 
9,251

 
Western Union Company
 
Common stock
 
64,064

 
Westmoreland Coal Bankruptcy
 
Common stock
 
557

 
Wintrust Corp
 
Common stock
 
13,921

 
World Acceptance Corp
 
Common stock
 
10,090

 
Zimmer Biomet Holdings Inc
 
Common stock
 
92,313

 
Zions Bancorporation
 
Common stock
 
6,405

 
 
 
 
 
3,949,098

 
 
 
 
 
 
 
Civeo Corp
 
Foreign stock
 
12,927

 
Assured Guaranty Ltd
 
Foreign stock
 
22,998

 
Axalta Coating Systems Ltd
 
Foreign stock
 
106,788

 
Enstar Group Ltd
 
Foreign stock
 
59,422

 
Noble Corp Plc
 
Foreign stock
 
9,650

 
Sensata Technologies Holding
 
Foreign stock
 
97,109

 
Popular Inc
 
Foreign stock
 
6,424

 
Essent Group Ltd
 
Foreign stock
 
8,163

 
Horizon Pharma Plc
 
Foreign stock
 
5,942

 
Michael Kors Holdings Ltd
 
Foreign stock
 
8,184

 
Rowan Companies Plc
 
Foreign stock
 
10,445

 
Ship Finance Intl Ltd
 
Foreign stock
 
8,417

 
Textainer Group Holdings Ltd
 
Foreign stock
 
8,020



15


BB&T Corporation 401(k) Savings Plan
Schedule H, line 4(i)-Schedule of Assets (Held At End of Year)
December 31, 2017
 
 
 
 
 
 
(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
 
Copa Holdings Sa
 
Foreign stock
 
8,714

 
Tronox Ltd-Cl A
 
Foreign stock
 
13,003

 
Costamare Inc
 
Foreign stock
 
6,624

 
 
 
 
 
392,830

 
 
 
 
 
 
 
 
 
 
 
$
4,630,065,621

* Party in interest
Cost is omitted because plan investments are participant-directed.


16



SIGNATURE

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:
June 26, 2018
 
By:
/s/ Steven L. Reeder
 
 
 
 
Steven L. Reeder
Executive Vice President & Benefits Manager






17



Exhibit Index

Exhibit No.
 
Description
 
Location
23
 
Consent of Independent Registered Public Accounting Firm
 





18