10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 10-Q

_____________________________

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended: March 31, 2019

Commission File Number: 1-10853

_____________________________

BB&T CORPORATION

(Exact name of registrant as specified in its charter)

_____________________________

North Carolina	56-0939887
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

200 West Second Street Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip Code)

(336) 733-2000

(Registrant's telephone number, including area code)

______________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý   No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý   No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨   No  ý

At March 31, 2019, 765,919,922 shares of the registrant's common stock, $5 par value, were outstanding.

		10-Q
TABLE OF CONTENTS
BB&T CORPORATION
FORM 10-Q
March 31, 2019
		Page No.
PART I - Financial Information
	Glossary of Defined Terms	1
	Forward-Looking Statements	3
Item 1.	Financial Statements
	Consolidated Balance Sheets (Unaudited)	4
	Consolidated Statements of Income (Unaudited)	5
	Consolidated Statements of Comprehensive Income (Unaudited)	6
	Consolidated Statements of Changes in Shareholders' Equity (Unaudited)	7
	Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Consolidated Financial Statements (Unaudited)
	Note 1. Basis of Presentation	9
	Note 2. Business Combinations	11
	Note 3. Securities	11
	Note 4. Loans and ACL	13
	Note 5. Other Assets and Liabilities	16
	Note 6. Goodwill and Other Intangible Assets	17
	Note 7. Loan Servicing	17
	Note 8. Deposits	19
	Note 9. Long-Term Debt	19
	Note 10. Shareholders' Equity	19
	Note 11. AOCI	20
	Note 12. Income Taxes	20
	Note 13. Benefit Plans	20
	Note 14. Commitments and Contingencies	21
	Note 15. Fair Value Disclosures	22
	Note 16. Derivative Financial Instruments	27
	Note 17. Computation of EPS	31
	Note 18. Operating Segments	31
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk (see Market Risk Management)	46
Item 4.	Controls and Procedures	53
PART II - Other Information
Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3.	Defaults Upon Senior Securities - (none)
Item 4.	Mine Safety Disclosures - (not applicable)
Item 5.	Other Information - (none to be reported)
Item 6.	Exhibits	54

Glossary of Defined Terms

The following terms may be used throughout this Report, including the consolidated financial statements and related notes. 

Term	Definition
2018 Repurchase Plan	Plan for the repurchase of up to $1.7 billion of BB&T's common stock for the one-year period ended June 30, 2019
ACL	Allowance for credit losses
AFS	Available-for-sale
Agency MBS	Mortgage-backed securities issued by a U.S. government agency or GSE
ALLL	Allowance for loan and lease losses
AOCI	Accumulated other comprehensive income (loss)
Basel III	Global regulatory standards on bank capital adequacy and liquidity published by the BCBS
BB&T	BB&T Corporation and subsidiaries
BCBS	Basel Committee on Banking Supervision
BHC	Bank holding company
Branch Bank	Branch Banking and Trust Company
BU	Business Unit
CB-Commercial	Community Banking Commercial, an operating segment
CB-Retail	Community Banking Retail and Consumer Finance, an operating segment
CCAR	Comprehensive Capital Analysis and Review
CCRC	Culture and Conduct Risk Committee
CD	Certificate of deposit
CDI	Core deposit intangible assets
CEO	Chief Executive Officer
CFO	Chief Financial Officer
CET1	Common equity Tier 1
CMO	Collateralized mortgage obligation
Company	BB&T Corporation and subsidiaries (interchangeable with "BB&T" above)
CRE	Commercial real estate
DIF	Deposit Insurance Fund administered by the FDIC
Dodd-Frank Act	Dodd-Frank Wall Street Reform and Consumer Protection Act
EPS	Earnings per common share
EVE	Economic value of equity
Exchange Act	Securities Exchange Act of 1934, as amended
FASB	Financial Accounting Standards Board
FDIC	Federal Deposit Insurance Corporation
FHA	Federal Housing Administration
FHC	Financial Holding Company
FHLB	Federal Home Loan Bank
FHLMC	Federal Home Loan Mortgage Corporation
FNMA	Federal National Mortgage Association
FRB	Board of Governors of the Federal Reserve System
FS&CF	Financial Services and Commercial Finance, an operating segment
FTE	Full-time equivalent employee
GAAP	Accounting principles generally accepted in the United States of America
GNMA	Government National Mortgage Association
Grandbridge	Grandbridge Real Estate Capital, LLC
GSE	U.S. government-sponsored enterprise
HFI	Held for investment
HTM	Held-to-maturity
IH	Insurance Holdings, an operating segment
IPV	Independent price verification
LCR	Liquidity Coverage Ratio
LHFS	Loans held for sale
LIBOR	London Interbank Offered Rate
MBS	Mortgage-backed securities
MRLCC	Market Risk, Liquidity and Capital Committee
MRM	Model Risk Management
MSR	Mortgage servicing right

BB&T Corporation 1

Term	Definition
MSRB	Municipal Securities Rulemaking Board
N/A	Not applicable
NCCOB	North Carolina Office of the Commissioner of Banks
NIM	Net interest margin, computed on a TE basis
NM	Not meaningful
NPA	Nonperforming asset
NPL	Nonperforming loan
NYSE	NYSE Euronext, Inc.
OAS	Option adjusted spread
OCI	Other comprehensive income (loss)
OPEB	Other post-employment benefit
OREO	Other real estate owned
ORMC	Operational Risk Management Committee
OT&C	Other, Treasury and Corporate
OTTI	Other-than-temporary impairment
Parent Company	BB&T Corporation, the parent company of Branch Bank and other subsidiaries
PCI	Purchased credit impaired loans
Peer Group	Financial holding companies included in the industry peer group index
PSU	Performance share units
Re-REMICs	Re-securitizations of Real Estate Mortgage Investment Conduits
Regions Insurance	Regions Insurance Group, acquired by BB&T effective July 2, 2018
ROU Assets	Right-of-use assets
RSU	Restricted stock unit
RUFC	Reserve for unfunded lending commitments
SBIC	Small Business Investment Company
SEC	Securities and Exchange Commission
Short-Term Borrowings	Federal funds purchased, securities sold under repurchase agreements and other short-term borrowed funds with original maturities of less than one year
Simulation	Interest sensitivity simulation analysis
SunTrust	SunTrust Banks, Inc.
TBA	To be announced
TDR	Troubled debt restructuring
TE	Taxable-equivalent
U.S.	United States of America
U.S. Treasury	United States Department of the Treasury
UPB	Unpaid principal balance
VaR	Value-at-risk
VIE	Variable interest entity

2 BB&T Corporation

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the financial condition, results of operations, business plans and the future performance of BB&T that are based on the beliefs and assumptions of the management of BB&T and the information available to management at the time that these disclosures were prepared. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "may," "will," "should," "could," and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. Such factors include, but are not limited to, the following:

l	risks, uncertainties and other factors relating to the merger of SunTrust with and into BB&T, including the ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval of the merger by BB&T shareholders and SunTrust shareholders and delay in closing the merger;
l	general economic or business conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, slower deposit and/or asset growth, and a deterioration in credit quality and/or a reduced demand for credit, insurance or other services;
l	disruptions to the national or global financial markets, including the impact of a downgrade of U.S. government obligations by one of the credit ratings agencies, the economic instability and recessionary conditions in Europe;
l	changes in the interest rate environment, including interest rate changes made by the Federal Reserve, the discontinuation of LIBOR as an interest rate benchmark, as well as cash flow reassessments may reduce net interest margin and/or the volumes and values of loans and deposits as well as the value of other financial assets and liabilities;
l	competitive pressures among depository and other financial institutions may increase significantly;
l	legislative, regulatory or accounting changes, including changes resulting from the adoption and implementation of the Dodd-Frank Act may adversely affect the businesses in which BB&T is engaged;
l	local, state or federal taxing authorities may take tax positions that are adverse to BB&T;
l	a reduction may occur in BB&T's credit ratings;
l	adverse changes may occur in the securities markets;
l	competitors of BB&T may have greater financial resources or develop products that enable them to compete more successfully than BB&T and may be subject to different regulatory standards than BB&T;
l	cyber security risks could adversely affect BB&T's business and financial performance or reputation, and BB&T could be liable for financial losses incurred by third parties due to breaches of data shared between financial institutions;
l	higher-than-expected costs related to information technology infrastructure or a failure to successfully implement future system enhancements could adversely impact BB&T's financial condition and results of operations and could result in significant additional costs to BB&T;
l	natural or other disasters, including acts of terrorism, could have an adverse effect on BB&T, materially disrupting BB&T's operations or the ability or willingness of customers to access BB&T's products and services;
l	costs related to the integration of the businesses of BB&T and its merger partners may be greater than expected;
l	failure to execute on strategic or operational plans, including the ability to successfully complete and/or integrate mergers and acquisitions or fully achieve expected cost savings or revenue growth associated with mergers and acquisitions within the expected time frames could adversely impact financial condition and results of operations;
l	significant litigation and regulatory proceedings could have a material adverse effect on BB&T;
l	unfavorable resolution of legal proceedings or other claims and regulatory and other governmental investigations or other inquiries could result in negative publicity, protests, fines, penalties, restrictions on BB&T's operations or ability to expand its business and other negative consequences, all of which could cause reputational damage and adversely impact BB&T's financial conditions and results of operations;
l	risks resulting from the extensive use of models;
l	risk management measures may not be fully effective;
l	deposit attrition, customer loss and/or revenue loss following completed mergers/acquisitions may exceed expectations; and
l	widespread system outages, caused by the failure of critical internal systems or critical services provided by third parties, could adversely impact BB&T's financial condition and results of operations.

These and other risk factors are more fully described in this report and in BB&T's Annual Report on Form 10-K for the year ended December 31, 2018 under the sections entitled "Item 1A. Risk Factors" and from time to time, in other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed in or implied by any forward-looking statement. Except to the extent required by applicable law or regulation, BB&T undertakes no obligation to revise or update publicly any forward-looking statements for any reason. Readers should, however, consult any further disclosures of a forward-looking nature BB&T may make in any subsequent Annual Reports on Form 10‑K, Quarterly Reports on Form 10‑Q, or Current Reports on Form 8‑K.

BB&T Corporation 3

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

BB&T CORPORATION AND SUBSIDIARIES

Unaudited (Dollars in millions, except per share data, shares in thousands)	March 31, 2019			December 31, 2018
Assets
Cash and due from banks	$	1,873		$	2,753
Interest-bearing deposits with banks	751			984
Cash equivalents	252			143
Restricted cash	96			107
AFS securities at fair value	26,315			25,038
HTM securities (fair value of $19,886 and $20,047 at March 31, 2019 and December 31, 2018, respectively)	20,095			20,552
LHFS at fair value	834			988
Loans and leases	149,057			149,013
ALLL	(1,561		)	(1,558		)
Loans and leases, net of ALLL	147,496			147,455
Premises and equipment	2,078			2,118
Goodwill	9,818			9,818
CDI and other intangible assets	726			758
MSRs at fair value	1,036			1,108
Other assets	16,313			13,875
Total assets	$	227,683		$	225,697
Liabilities
Deposits	$	159,766		$	161,199
Short-term borrowings	6,305			5,178
Long-term debt	24,729			23,709
Accounts payable and other liabilities	6,000			5,433
Total liabilities	196,800			195,519
Commitments and contingencies (Note 14)
Shareholders' Equity
Preferred stock, $5 par, liquidation preference of $25,000 per share	3,053			3,053
Common stock, $5 par	3,830			3,817
Additional paid-in capital	6,843			6,849
Retained earnings	18,518			18,118
AOCI, net of deferred income taxes	(1,421		)	(1,715		)
Noncontrolling interests	60			56
Total shareholders' equity	30,883			30,178
Total liabilities and shareholders' equity	$	227,683		$	225,697
Common shares outstanding	765,920			763,326
Common shares authorized	2,000,000			2,000,000
Preferred shares outstanding	126			126
Preferred shares authorized	5,000			5,000

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

4 BB&T Corporation

CONSOLIDATED STATEMENTS OF INCOME

BB&T CORPORATION AND SUBSIDIARIES

Unaudited Three Months Ended March 31, (Dollars in millions)	2019			2018
Interest Income
Interest and fees on loans and leases	$	1,839		$	1,605
Interest and dividends on securities	302			291
Interest on other earning assets	32			25
Total interest income	2,173			1,921
Interest Expense
Interest on deposits	253			118
Interest on short-term borrowings	32			20
Interest on long-term debt	192			150
Total interest expense	477			288
Net Interest Income	1,696			1,633
Provision for credit losses	155			150
Net Interest Income After Provision for Credit Losses	1,541			1,483
Noninterest Income
Insurance income	510			436
Service charges on deposits	171			165
Investment banking and brokerage fees and commissions	111			113
Mortgage banking income	63			99
Trust and investment advisory revenues	68			72
Bankcard fees and merchant discounts	70			69
Checkcard fees	55			52
Operating lease income	35			37
Income from bank-owned life insurance	28			31
Other income	91			106
Securities gains (losses), net
Gross realized gains	22			—
Gross realized losses	(22		)	—
Total securities gains (losses), net	—			—
Total noninterest income	1,202			1,180
Noninterest Expense
Personnel expense	1,087			1,039
Occupancy and equipment expense	187			194
Software expense	72			65
Outside IT services	30			32
Regulatory charges	18			40
Amortization of intangibles	32			33
Loan-related expense	25			29
Professional services	31			30
Merger-related and restructuring charges, net	80			28
Other expense	206			196
Total noninterest expense	1,768			1,686
Earnings
Income before income taxes	975			977
Provision for income taxes	177			186
Net income	798			791
Noncontrolling interests	6			3
Dividends on preferred stock	43			43
Net income available to common shareholders	$	749		$	745
Basic EPS	$	0.98		$	0.96
Diluted EPS	0.97			0.94
Basic weighted average shares outstanding	764,135			779,617
Diluted weighted average shares outstanding	774,071			791,005

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

BB&T Corporation 5

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

BB&T CORPORATION AND SUBSIDIARIES

Unaudited Three Months Ended March 31, (Dollars in millions)	2019			2018
Net income	$	798		$	791
OCI, net of tax:
Change in unrecognized net pension and postretirement costs	17			14
Change in unrealized net gains (losses) on cash flow hedges	(34		)	78
Change in unrealized net gains (losses) on AFS securities	309			(268		)
Other, net	2			(2		)
Total OCI	294			(178		)
Total comprehensive income	$	1,092		$	613
Income Tax Effect of Items Included in OCI:
Change in unrecognized net pension and postretirement costs	$	6		$	4
Change in unrealized net gains (losses) on cash flow hedges	(11		)	26
Change in unrealized net gains (losses) on AFS securities	95			(84		)
Other, net	—			1

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

6 BB&T Corporation

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

BB&T CORPORATION AND SUBSIDIARIES

Unaudited (Dollars in millions, shares in thousands)	Shares of Common Stock		Preferred Stock		Common Stock			Additional Paid-In Capital			Retained Earnings			AOCI			Noncontrolling Interests			Total Shareholders' Equity
Balance, January 1, 2018	782,006		$	3,053	$	3,910		$	7,893		$	16,259		$	(1,467	)	$	47		$	29,695
Add (Deduct):
Net income	—		—		—			—			788			—			3			791
OCI	—		—		—			—			—			(178		)	—			(178		)
Issued in connection with equity awards, net	3,599		—		18			(31		)	—			—			—			(13		)
Repurchase of common stock	(5,853	)	—		(29		)	(291		)	—			—			—			(320		)
Cash dividends declared on common stock	—		—		—			—			(292		)	—			—			(292		)
Cash dividends declared on preferred stock	—		—		—			—			(43		)	—			—			(43		)
Equity-based compensation expense	—		—		—			31			—			—			—			31
Other, net	—		—		—			(9		)	—			—			—			(9		)
Balance, March 31, 2018	779,752		$	3,053	$	3,899		$	7,593		$	16,712		$	(1,645	)	$	50		$	29,662
Balance, January 1, 2019	763,326		$	3,053	$	3,817		$	6,849		$	18,118		$	(1,715	)	$	56		$	30,178
Add (Deduct):
Net income	—		—		—			—			792			—			6			798
OCI	—		—		—			—			—			294			—			294
Issued in connection with equity awards, net	2,594		—		13			(41		)	—			—			—			(28		)
Cash dividends declared on common stock	—		—		—			—			(309		)	—			—			(309		)
Cash dividends declared on preferred stock	—		—		—			—			(43		)	—			—			(43		)
Equity-based compensation expense	—		—		—			32			—			—			—			32
Other, net	—		—		—			3			(40		)	—			(2		)	(39		)
Balance, March 31, 2019	765,920		$	3,053	$	3,830		$	6,843		$	18,518		$	(1,421	)	$	60		$	30,883

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

BB&T Corporation 7

CONSOLIDATED STATEMENTS OF CASH FLOWS

BB&T CORPORATION AND SUBSIDIARIES

Unaudited Three Months Ended March 31, (Dollars in millions)	2019			2018
Cash Flows From Operating Activities:
Net income	$	798		$	791
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses	155			150
Depreciation	105			105
Amortization of intangibles	32			33
Equity-based compensation expense	32			31
Net change in operating assets and liabilities:
LHFS	77			(90		)
Trading and equity securities	(1,131		)	10
Other assets, accounts payable and other liabilities	(1,006		)	(583		)
Other, net	193			(139		)
Net cash from operating activities	(745		)	308
Cash Flows From Investing Activities:
Proceeds from sales of AFS securities	1,797			95
Proceeds from maturities, calls and paydowns of AFS securities	861			959
Purchases of AFS securities	(3,525		)	(1,863		)
Proceeds from maturities, calls and paydowns of HTM securities	450			626
Purchases of HTM securities	—			(39		)
Originations and purchases of loans and leases, net of principal collected	(193		)	385
Other, net	133			40
Net cash from investing activities	(477		)	203
Cash Flows From Financing Activities:
Net change in deposits	(1,432		)	830
Net change in short-term borrowings	1,127			(617		)
Proceeds from issuance of long-term debt	2,015			7
Repayment of long-term debt	(1,103		)	(41		)
Repurchase of common stock	—			(320		)
Cash dividends paid on common stock	(309		)	(292		)
Cash dividends paid on preferred stock	(43		)	(43		)
Other, net	(48		)	(7		)
Net cash from financing activities	207			(483		)
Net Change in Cash, Cash Equivalents and Restricted Cash	(1,015		)	28
Cash, Cash Equivalents and Restricted Cash, January 1	3,987			3,083
Cash, Cash Equivalents and Restricted Cash, March 31	$	2,972		$	3,111
Supplemental Disclosure of Cash Flow Information:
Net cash paid (received) during the period for:
Interest expense	$	419		$	256
Income taxes	62			15

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

8 BB&T Corporation

NOTE 1. Basis of Presentation

General

See the Glossary of Defined Terms at the beginning of this Report for terms used herein. These consolidated financial statements and notes are presented in accordance with the instructions for Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with GAAP. In the opinion of management, all normal recurring adjustments necessary for a fair statement of the consolidated financial position and consolidated results of operations have been made. The year-end consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The information contained in the financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2018 should be referred to in connection with these unaudited interim consolidated financial statements.

Reclassifications

Certain amounts reported in prior periods' consolidated financial statements have been reclassified to conform to the current presentation.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change include the determination of the ACL, determination of fair value for financial instruments, valuation of MSRs, goodwill, intangible assets and other purchase accounting related adjustments, benefit plan obligations and expenses, and tax assets, liabilities and expense.

Leases - Lessee

BB&T has operating and finance leases for data centers, corporate offices, branches, retail centers, and certain equipment. BB&T determines if an arrangement is a lease at inception. Operating leases with an original lease term in excess of one year are included in other assets and accounts payable and other liabilities in the Consolidated Balance Sheets. Finance leases are included in premises and equipment and long-term debt in the Consolidated Balance Sheets. 

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. BB&T uses an implicit interest rate in determining the present value of lease payments when readily determinable, and a collateralized incremental borrowing rate when an implicit rate is not available. Lease terms consider options to extend or terminate based on the determination of whether such renewal or termination options are deemed reasonably certain. Rent expense and rental income on operating leases is generally recorded using the straight-line method over the appropriate lease terms.

Lease agreements that contain non-lease components are generally accounted for as a single lease component. Variable costs, such as maintenance expenses, property and sales taxes, association dues and index based rate increases, are expensed as they are incurred.

Leases - Lessor

BB&T's commercial lease portfolio consists of dealer-based financing of equipment for small businesses and commercial equipment leasing. The fair market value of the leased asset is generally equal to the original capitalized cost. Assets under operating leases are included in other assets in the Consolidated Balance Sheets. Depreciation expense for assets under operating leases is generally recorded using the straight-line method over the appropriate lease terms in other expense in the Consolidated Statements of Income.

BB&T Corporation 9

Changes in Accounting Principles and Effects of New Accounting Pronouncements

Standard/Adoption Date	Description	Effects on the Financial Statements
Standards Adopted During the Current Year
Leases Jan 1, 2019	Requires lessees to recognize assets and liabilities related to certain operating leases on the balance sheet, requires additional disclosures by lessees, and contains targeted changes to accounting by lessors.	BB&T established ROU assets of $860 million and lease liabilities of $997 million. The net impact to equity was a reduction of $40 million. There was no material impact to its Consolidated Statements of Income. BB&T adopted the guidance on a prospective basis and did not reassess whether any expired or existing contract contains a lease, the classification of leases or the initial direct costs.
Standards Not Yet Adopted
Credit Losses Jan 1, 2020	Replaces the incurred loss impairment methodology with an expected credit loss methodology and requires consideration of a broader range of information to determine credit loss estimates. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit deteriorated loans will receive an allowance for expected credit losses. Any credit impairment on AFS debt securities for which the fair value is less than cost will be recorded through an allowance for expected credit losses. The standard also requires expanded disclosures related to credit losses and asset quality.	BB&T expects that the ACL could be materially higher; however, the magnitude of the increase, which is highly dependent on existing and forecasted economic conditions at the time of adoption, has not yet been quantified. Model development and fit-for-purpose testing is substantially complete for most portfolios, and significant progress has been made on testing designed to evaluate the sensitivity of the models to economic forecasts, length of the reasonable and supportable period and reversion to historical loss information. BB&T expects to continue limited parallel testing in the second quarter of 2019, with plans for a more comprehensive parallel testing program in the second half of the year that will include consideration of new or modified internal controls.

10 BB&T Corporation

NOTE 2. Business Combinations

On February 7, 2019, BB&T and SunTrust announced that both companies' Boards of Directors unanimously approved an agreement to combine in an all-stock merger of equals. Upon closing, each SunTrust share will be exchanged for 1.295 shares of BB&T stock. The merger is expected to close late in the third or fourth quarter of 2019, subject to satisfaction of closing conditions, including receipt of regulatory approvals and approval by the shareholders of each company. The merger is subject to a break-up fee of approximately $1.1 billion, payable in customary circumstances.

NOTE 3. Securities

The following tables summarize AFS and HTM securities:

March 31, 2019 (Dollars in millions)	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
AFS securities:
U.S. Treasury	$	1,920	$	1	$	43	$	1,878
GSE	238		1		6		233
Agency MBS	23,450		65		468		23,047
States and political subdivisions	607		31		12		626
Non-agency MBS	313		184		—		497
Other	34		—		—		34
Total AFS securities	$	26,562	$	282	$	529	$	26,315
HTM securities:
U.S. Treasury	$	1,099	$	—	$	2	$	1,097
GSE	2,199		6		15		2,190
Agency MBS	16,792		25		223		16,594
States and political subdivisions	4		—		—		4
Other	1		—		—		1
Total HTM securities	$	20,095	$	31	$	240	$	19,886
December 31, 2018 (Dollars in millions)	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
AFS securities:
U.S. Treasury	$	3,503	$	22	$	84	$	3,441
GSE	209		—		9		200
Agency MBS	20,927		15		787		20,155
States and political subdivisions	694		25		18		701
Non-agency MBS	321		184		—		505
Other	35		1		—		36
Total AFS securities	$	25,689	$	247	$	898	$	25,038
HTM securities:
U.S. Treasury	$	1,099	$	—	$	6	$	1,093
GSE	2,199		4		43		2,160
Agency MBS	17,248		27		487		16,788
States and political subdivisions	5		—		—		5
Other	1		—		—		1
Total HTM securities	$	20,552	$	31	$	536	$	20,047

Certain securities issued by FNMA and FHLMC exceeded 10% of shareholders' equity at March 31, 2019. The FNMA investments had total amortized cost and fair value of $14.2 billion and $13.9 billion, respectively. The FHLMC investments had total amortized cost and fair value of $10.3 billion and $10.2 billion, respectively.

BB&T Corporation 11

The amortized cost and estimated fair value of the securities portfolio by contractual maturity are shown in the following table. The expected life of MBS may differ from contractual maturities because borrowers have the right to prepay the underlying mortgage loans.

	AFS				HTM
March 31, 2019 (Dollars in millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	285	$	285	$	1	$	1
Due after one year through five years	1,674		1,631		3,300		3,289
Due after five years through ten years	502		503		597		591
Due after ten years	24,101		23,896		16,197		16,005
Total debt securities	$	26,562	$	26,315	$	20,095	$	19,886

The following tables present the fair values and gross unrealized losses of investments based on the length of time that individual securities have been in a continuous unrealized loss position:

	Less than 12 months				12 months or more				Total
March 31, 2019 (Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
AFS securities:
U.S. Treasury	$	49	$	—	$	1,442	$	43	$	1,491	$	43
GSE	12		—		179		6		191		6
Agency MBS	1,165		2		16,679		466		17,844		468
States and political subdivisions	44		—		241		12		285		12
Total	$	1,270	$	2	$	18,541	$	527	$	19,811	$	529
HTM securities:
U.S. Treasury	$	400	$	—	$	496	$	2	$	896	$	2
GSE	—		—		1,768		15		1,768		15
Agency MBS	1,121		5		13,748		218		14,869		223
Total	$	1,521	$	5	$	16,012	$	235	$	17,533	$	240
	Less than 12 months				12 months or more				Total
December 31, 2018 (Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
AFS securities:
U.S. Treasury	$	111	$	—	$	2,121	$	84	$	2,232	$	84
GSE	3		—		176		9		179		9
Agency MBS	322		2		18,478		785		18,800		787
States and political subdivisions	100		1		288		17		388		18
Total	$	536	$	3	$	21,063	$	895	$	21,599	$	898
HTM securities:
U.S. Treasury	$	698	$	3	$	395	$	3	$	1,093	$	6
GSE	—		—		1,749		43		1,749		43
Agency MBS	264		3		14,976		484		15,240		487
Total	$	962	$	6	$	17,120	$	530	$	18,082	$	536

Substantially all of the unrealized losses on the securities portfolio were the result of changes in market interest rates compared to the date the securities were acquired rather than the credit quality of the issuers or underlying loans.

12 BB&T Corporation

NOTE 4. Loans and ACL

The following tables present loans and leases HFI by aging category:

	Accruing
March 31, 2019 (Dollars in millions)	Current		30-89 Days Past Due		90 Days Or More Past Due		Nonperforming		Total
Commercial:
Commercial and industrial	$	61,746	$	36	$	—	$	196	$	61,978
CRE	20,751		3		—		75		20,829
Lease financing	2,094		3		—		1		2,098
Retail:
Residential mortgage	30,596		478		377		121		31,572
Direct	11,337		67		7		53		11,464
Indirect	17,122		316		5		80		17,523
Revolving credit	3,111		27		14		—		3,152
PCI	395		18		28		—		441
Total	$	147,152	$	948	$	431	$	526	$	149,057
	Accruing
December 31, 2018 (Dollars in millions)	Current		30-89 Days Past Due		90 Days Or More Past Due		Nonperforming		Total
Commercial:
Commercial and industrial	$	61,701	$	34	$	—	$	200	$	61,935
CRE	20,990		5		—		65		21,060
Lease financing	2,014		1		—		3		2,018
Retail:
Residential mortgage	30,413		456		405		119		31,393
Direct	11,463		61		7		53		11,584
Indirect	16,901		436		6		82		17,425
Revolving credit	3,090		28		14		—		3,132
PCI	413		23		30		—		466
Total	$	146,985	$	1,044	$	462	$	522	$	149,013

The following table presents the carrying amount of loans by risk rating. PCI loans are excluded because their related ALLL is determined by loan pool performance and revolving credit loans are excluded as the loans are charged-off rather than reclassifying to nonperforming:

	March 31, 2019						December 31, 2018
(Dollars in millions)	Commercial & Industrial		CRE		Lease Financing		Commercial & Industrial		CRE		Lease Financing
Commercial:
Pass	$	60,514	$	20,460	$	2,082	$	60,655	$	20,712	$	2,012
Special mention	395		71		3		216		61		—
Substandard-performing	873		223		12		864		222		3
Nonperforming	196		75		1		200		65		3
Total	$	61,978	$	20,829	$	2,098	$	61,935	$	21,060	$	2,018
	Residential Mortgage		Direct		Indirect		Residential Mortgage		Direct		Indirect
Retail:
Performing	$	31,451	$	11,411	$	17,443	$	31,274	$	11,531	$	17,343
Nonperforming	121		53		80		119		53		82
Total	$	31,572	$	11,464	$	17,523	$	31,393	$	11,584	$	17,425

BB&T Corporation 13

The following tables present activity in the ACL:

(Dollars in millions)	Balance at Jan 1, 2018		Charge-Offs			Recoveries		Provision (Benefit)			Balance at Mar 31, 2018
Commercial:
Commercial and industrial	$	522	$	(23	)	$	8	$	15		$	522
CRE	160		(6		)	2		19			175
Lease financing	9		(1		)	—		2			10
Retail:
Residential mortgage	209		(4		)	—		11			216
Direct	106		(19		)	6		6			99
Indirect	348		(107		)	15		91			347
Revolving credit	108		(21		)	5		12			104
PCI	28		—			—		(3		)	25
ALLL	1,490		(181		)	36		153			1,498
RUFC	119		—			—		(3		)	116
ACL	$	1,609	$	(181	)	$	36	$	150		$	1,614
(Dollars in millions)	Balance at Jan 1, 2019		Charge-Offs			Recoveries		Provision (Benefit)			Balance at Mar 31, 2019
Commercial:
Commercial and industrial	$	546	$	(17	)	$	6	$	13		$	548
CRE	190		(8		)	1		13			196
Lease financing	11		(1		)	—		1			11
Retail:
Residential mortgage	232		(5		)	1		(3		)	225
Direct	97		(18		)	6		11			96
Indirect	356		(109		)	17		94			358
Revolving credit	117		(26		)	6		22			119
PCI	9		—			—		(1		)	8
ALLL	1,558		(184		)	37		150			1,561
RUFC	93		—			—		5			98
ACL	$	1,651	$	(184	)	$	37	$	155		$	1,659

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

	March 31, 2019				December 31, 2018
(Dollars in millions)	Recorded Investment		Related ALLL		Recorded Investment		Related ALLL
Commercial:
Commercial and industrial	$	61,683	$	522	$	61,629	$	521
CRE	20,721		175		20,960		181
Lease financing	2,097		11		2,015		11
Retail:
Residential mortgage	30,697		159		30,539		164
Direct	11,398		91		11,517		92
Indirect	17,194		299		17,099		299
Revolving credit	3,123		108		3,104		106
PCI	441		8		466		9
Total	$	147,354	$	1,373	$	147,329	$	1,383

14 BB&T Corporation

The following tables set forth certain information regarding impaired loans, excluding PCI and LHFS, that were individually evaluated for impairment:

	UPB		Recorded Investment				Related ALLL		Average Recorded Investment		Interest Income Recognized
As of / For The Three Months Ended March 31, 2019 (Dollars in millions)			Without an ALLL		With an ALLL
Commercial:
Commercial and industrial	$	308	$	90	$	205	$	26	$	308	$	1
CRE	113		18		90		21		112		—
Lease financing	2		—		1		—		2		—
Retail:
Residential mortgage	927		126		749		66		869		8
Direct	84		26		40		5		66		1
Indirect	339		5		324		59		328		12
Revolving credit	29		—		29		11		29		—
Total	$	1,802	$	265	$	1,438	$	188	$	1,714	$	22
	UPB		Recorded Investment				Related ALLL		Average Recorded Investment		Interest Income Recognized
As of / For The Year Ended December 31, 2018 (Dollars in millions)			Without an ALLL		With an ALLL
Commercial:
Commercial and industrial	$	318	$	95	$	211	$	25	$	343	$	6
CRE	102		29		71		9		97		2
Lease financing	3		—		3		—		6		—
Retail:
Residential mortgage	904		122		732		68		841		34
Direct	86		26		41		5		72		4
Indirect	335		6		320		57		306		46
Revolving credit	28		—		28		11		29		1
Total	$	1,776	$	278	$	1,406	$	175	$	1,694	$	93

The following table presents a summary of TDRs, all of which are considered impaired:

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
Performing TDRs:
Commercial:
Commercial and industrial	$	63	$	65
CRE	9		10
Retail:
Residential mortgage	669		656
Direct	54		55
Indirect	306		305
Revolving credit	29		28
Total performing TDRs	1,130		1,119
Nonperforming TDRs (also included in NPL disclosures)	178		176
Total TDRs	$	1,308	$	1,295
ALLL attributable to TDRs	$	146	$	146

BB&T Corporation 15

The primary reason loan modifications were classified as TDRs is summarized below. Balances represent the recorded investment at the end of the quarter in which the modification was made. Rate modifications consist of TDRs made with below market interest rates, including those that also have modifications of loan structures.

	2019						2018
Three Months Ended March 31, (Dollars in millions)	Type of Modification				ALLL Impact		Type of Modification				ALLL Impact
	Rate		Structure				Rate		Structure
Newly designated TDRs:
Commercial:
Commercial and industrial	$	26	$	3	$	1	$	10	$	10	$	—
CRE	1		—		—		19		1		—
Retail:
Residential mortgage	73		8		4		82		10		5
Direct	3		1		—		2		—		—
Indirect	48		1		6		42		1		5
Revolving credit	6		—		1		5		—		1
Re-modification of previously designated TDRs	23		5		—		21		5		—

Charge-offs and forgiveness of principal and interest for TDRs were immaterial for all periods presented.

The pre-default balance for modifications that had been classified as TDRs during the previous 12 months that experienced a payment default was $18 million and $23 million for the three months ended March 31, 2019 and 2018, respectively. Payment default is defined as movement of the TDR to nonperforming status, foreclosure or charge-off, whichever occurs first.

Unearned income, discounts and net deferred loan fees and costs were immaterial for all periods presented. Residential mortgage loans in the process of foreclosure were $258 million at March 31, 2019 and $253 million at December 31, 2018.

NOTE 5. Other Assets and Liabilities

Lessee Operating and Finance Leases

Operating leases costs were $49 million and finance lease costs were immaterial for the three months ended March 31, 2019.

The following table presents additional information on operating and finance leases:

March 31, 2019 (Dollars in millions)	Operating Leases			Finance Leases
ROU assets	$	822		$	19
Maturities of lease liabilities:
2019	$	138		$	6
2020	188			7
2021	164			6
2022	139			5
2023	109			3
2024	85			2
Thereafter	264			3
Total lease payments	1,087			32
Less: imputed interest	128			5
Total lease liabilities	$	959		$	27
Weighted average remaining term	7.5 years			5.1 years
Weighted average discount rate	3.1		%	7.0		%

16 BB&T Corporation

Lessor Operating Leases

The following tables present a summary of assets under operating leases and activity related to assets under operating leases. These tables exclude subleases on assets included in premises and equipment.

(Dollars in millions)	Mar 31, 2019			Dec 31, 2018
Assets held under operating leases	$	1,365		$	1,378
Accumulated depreciation	(389		)	(374		)
Net	$	976		$	1,004

Three Months Ended March 31, (Dollars in millions)	2019		2018
Depreciation expense for assets under operating leases	$	29	$	30

The residual value of assets no longer under operating leases was immaterial.

NOTE 6. Goodwill and Other Intangible Assets

The following table, which excludes fully amortized intangibles, presents information for identifiable intangible assets:

	March 31, 2019							December 31, 2018
March 31, (Dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
CDI	$	605	$	(471	)	$	134	$	605	$	(460	)	$	145
Other, primarily customer relationship intangibles	1,318		(726		)	592		1,329		(716		)	613
Total	$	1,923	$	(1,197	)	$	726	$	1,934	$	(1,176	)	$	758

NOTE 7. Loan Servicing

Residential Mortgage Banking Activities

The following tables summarize residential mortgage banking activities:

(Dollars in millions)	Mar 31, 2019			Dec 31, 2018
UPB of residential mortgage loan servicing portfolio	$	117,980		$	118,605
UPB of residential mortgage loans serviced for others, primarily agency conforming fixed rate	86,119			87,270
Mortgage loans sold with recourse	404			419
Maximum recourse exposure from mortgage loans sold with recourse liability	217			223
Indemnification, recourse and repurchase reserves	22			24
As of / For the Three Months Ended March 31, (Dollars in millions)	2019			2018
UPB of residential mortgage loans sold from LHFS	$	1,300		$	2,553
Pre-tax gains recognized on mortgage loans sold and held for sale	17			39
Servicing fees recognized from mortgage loans serviced for others	61			65
Approximate weighted average servicing fee on the outstanding balance of residential mortgage loans serviced for others	0.28		%	0.28		%
Weighted average interest rate on mortgage loans serviced for others	4.06			4.00

BB&T Corporation 17

The following table presents a roll forward of the carrying value of residential MSRs recorded at fair value:

Three Months Ended March 31, (Dollars in millions)	2019			2018
Residential MSRs, carrying value, January 1	$	957		$	914
Additions	15			28
Change in fair value due to changes in valuation inputs or assumptions:
Prepayment speeds	(55		)	61
OAS	4			2
Servicing costs	—			—
Realization of expected net servicing cash flows, passage of time and other	(33		)	(32		)
Residential MSRs, carrying value, March 31	$	888		$	973
Gains (losses) on derivative financial instruments used to mitigate the income statement effect of changes in residential MSR fair value	$	52		$	(63	)

The sensitivity of the fair value of the residential MSRs to changes in key assumptions is presented in the following table:

	March 31, 2019							December 31, 2018
	Range				Weighted Average			Range				Weighted Average
(Dollars in millions)	Min		Max					Min		Max
Prepayment speed	9.7	%	12.0	%	11.2		%	9.1	%	10.5	%	9.9		%
Effect on fair value of a 10% increase					$	(36	)					$	(34	)
Effect on fair value of a 20% increase					(70		)					(66		)
OAS	6.5	%	8.2	%	6.8		%	6.6	%	8.3	%	7.0		%
Effect on fair value of a 10% increase					$	(22	)					$	(24	)
Effect on fair value of a 20% increase					(42		)					(47		)
Composition of loans serviced for others:
Fixed-rate residential mortgage loans					99.2		%					99.2		%
Adjustable-rate residential mortgage loans					0.8							0.8
Total					100.0		%					100.0		%
Weighted average life					5.6 years							6.1 years

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the above table, the effect of an adverse variation in one assumption on the fair value of the MSRs is calculated without changing any other assumption; while in reality, changes in one factor may result in changes in another, which may magnify or counteract the effect of the change.

Commercial Mortgage Banking Activities

The following table summarizes commercial mortgage banking activities for the periods presented:

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
UPB of CRE mortgages serviced for others	$	27,749	$	27,761
CRE mortgages serviced for others covered by recourse provisions	4,685		4,699
Maximum recourse exposure from CRE mortgages sold with recourse liability	1,312		1,317
Recorded reserves related to recourse exposure	6		6
CRE mortgages originated during the year-to-date period	1,261		7,072
Commercial MSRs at fair value	148		151

18 BB&T Corporation

NOTE 8. Deposits

The composition of deposits is presented in the following table:

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
Noninterest-bearing deposits	$	53,021	$	53,025
Interest checking	28,028		28,130
Money market and savings	63,739		63,467
Time deposits	14,978		16,577
Total deposits	$	159,766	$	161,199
Time deposits greater than $250,000	$	3,880	$	5,713

NOTE 9. Long-Term Debt

The following table presents a summary of long-term debt:

	Mar 31, 2019											Dec 31, 2018
				Stated Rate				Effective Rate		Carrying Amount		Carrying Amount
(Dollars in millions)	Maturity			Min		Max
BB&T Corporation:
Fixed rate senior notes	2019	to	2025	2.05	%	6.85	%	3.28	%	$	11,147	$	10,408
Floating rate senior notes	2020		2022	2.95		3.50		3.26		1,948		2,398
Fixed rate subordinated notes	2019		2029	3.88		5.25		2.90		1,562		903
Branch Bank:
Fixed rate senior notes	2019		2022	1.45		2.85		3.02		4,918		4,895
Floating rate senior notes	2019		2020	2.85		3.27		3.22		1,149		1,149
Fixed rate subordinated notes	2025		2026	3.63		3.80		3.61		2,114		2,075
FHLB advances (1)	2019		2034	—		5.50		2.98		1,746		1,749
Other long-term debt										145		132
Total long-term debt										$	24,729	$	23,709

(1) FHLB advances had a weighted average maturity of 3.8 years at March 31, 2019.

The effective rates above reflect the impact of fair value hedges and debt issuance costs. Subordinated notes with a remaining maturity of one year or greater qualify under the risk-based capital guidelines as Tier 2 supplementary capital, subject to certain limitations.

NOTE 10. Shareholders' Equity

Dividends

The following table presents the dividends declared related to common stock. For information related to preferred stock dividends, see Note 10. Shareholders' Equity of the Annual Report on Form 10-K for the year ended December 31, 2018.

Three Months Ended March 31,	2019		2018
Cash dividends declared per share	$	0.405	$	0.375

Equity-Based Compensation Plans

The following table presents the activity related to awards of RSUs, PSUs and restricted shares:

(Shares in thousands)	Units/Shares		Wtd. Avg. Grant Date Fair Value
Nonvested at January 1, 2019	12,060		$	38.03
Granted	3,914		44.39
Vested	(3,181	)	35.02
Forfeited	(50	)	39.73
Nonvested at March 31, 2019	12,743		40.72

BB&T Corporation 19

NOTE 11. AOCI

AOCI includes the after-tax change in unrecognized net costs related to defined benefit pension and OPEB plans, and unrealized gains and losses on cash flow hedges and AFS securities.

Three Months Ended (Dollars in millions)	Pension and OPEB Costs			Cash Flow Hedges			AFS Securities			Other, net			Total
AOCI balance, January 1, 2018	$	(1,004	)	$	(92	)	$	(356	)	$	(15	)	$	(1,467	)
OCI before reclassifications, net of tax	—			70			(282		)	(2		)	(214		)
Amounts reclassified from AOCI:
Before tax	18			11			19			—			48
Tax effect	4			3			5			—			12
Amounts reclassified, net of tax	14			8			14			—			36
Total OCI, net of tax	14			78			(268		)	(2		)	(178		)
AOCI balance, March 31, 2018	$	(990	)	$	(14	)	$	(624	)	$	(17	)	$	(1,645	)
AOCI balance, January 1, 2019	$	(1,164	)	$	(31	)	$	(500	)	$	(20	)	$	(1,715	)
OCI before reclassifications, net of tax	—			(30		)	314			2			286
Amounts reclassified from AOCI:
Before tax	23			(5		)	(6		)	—			12
Tax effect	6			(1		)	(1		)	—			4
Amounts reclassified, net of tax	17			(4		)	(5		)	—			8
Total OCI, net of tax	17			(34		)	309			2			294
AOCI balance, March 31, 2019	$	(1,147	)	$	(65	)	$	(191	)	$	(18	)	$	(1,421	)
Primary income statement location of amounts reclassified from AOCI	Other expense			Net interest income			Net interest income			Net interest income

NOTE 12. Income Taxes

The effective tax rates for the three months ended March 31, 2019 and 2018 were 18.2% and 19.0%, respectively.

NOTE 13. Benefit Plans

The components of net periodic benefit cost for defined benefit pension plans are summarized in the following table:

Three Months Ended March 31, (Dollars in millions)	Location	2019			2018
Service cost	Personnel expense	$	54		$	60
Interest cost	Other expense	57			50
Estimated return on plan assets	Other expense	(113		)	(112		)
Amortization and other	Other expense	25			20
Net periodic benefit cost		$	23		$	18

BB&T makes contributions to the qualified pension plans in amounts between the minimum required for funding and the maximum deductible for federal income tax purposes. Discretionary contributions totaling $549 million were made during the three months ended March 31, 2019. There are no required contributions for the remainder of 2019.

20 BB&T Corporation

NOTE 14. Commitments and Contingencies

The following table summarizes certain commitments and contingencies. Refer to Note 15. Fair Value Disclosures for additional disclosures related to off-balance sheet financial instruments.

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
Investments in affordable housing projects:
Carrying amount	$	2,152	$	2,088
Amount of future funding commitments included in carrying amount	949		919
Lending exposure	455		460
Tax credits subject to recapture	489		523
Private equity investments:
Carrying amount	460		458
Amount of future funding commitments not included in carrying amount	313		331

Legal Proceedings

The nature of BB&T's business ordinarily results in a certain amount of claims, litigation, investigations and legal and administrative cases and proceedings, all of which are considered incidental to the normal conduct of business. BB&T believes it has meritorious defenses to the claims asserted against it in its currently outstanding legal proceedings and, with respect to such legal proceedings, intends to continue to defend itself vigorously, litigating or settling cases according to management's judgment as to what is in the best interests of BB&T and its shareholders.

On at least a quarterly basis, liabilities and contingencies in connection with outstanding legal proceedings are assessed utilizing the latest information available. For those matters where it is probable that BB&T will incur a loss and the amount of the loss can be reasonably estimated, and is more than nominal, a liability is recorded in the consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on at least a quarterly basis. For other matters, where a loss is not probable or the amount of the loss is not estimable, legal reserves are not accrued. While the outcome of legal proceedings is inherently uncertain, based on information currently available, advice of counsel and available insurance coverage, management believes that the established legal reserves are adequate and the liabilities arising from legal proceedings will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to the consolidated financial position, consolidated results of operations or consolidated cash flows of BB&T.

Following the announcement of the proposed merger with SunTrust, five civil actions were filed challenging, among other things, the adequacy of the disclosures contained in the preliminary proxy statement/prospectus filed with the SEC in connection with the proposed transaction. Four of these suits were filed by purported SunTrust stockholders against SunTrust and its board of directors and assert claims under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 challenging the adequacy of the public disclosures made concerning the proposed transaction. One of these suits asserts a claim against BB&T under Section 20(a). The fifth suit was filed by a purported BB&T stockholder against BB&T and its board of directors and asserts claims under state law challenging, among other things, the adequacy of the public disclosures made concerning the proposed transaction. The plaintiffs in these actions seek, among other things, an injunction preventing consummation of the proposed transaction, rescission of the proposed transaction or damages in the event it is consummated, and the award of attorneys' fees and expenses.  BB&T believes the claims asserted in these actions are without merit.

Pledged Assets

Certain assets were pledged to secure municipal deposits, securities sold under agreements to repurchase, borrowings and borrowing capacity, subject to any applicable asset discount, at the FHLB and FRB as well as for other purposes as required or permitted by law. The following table provides the total carrying amount of pledged assets by asset type, of which the majority are pursuant to agreements that do not permit the other party to sell or repledge the collateral, excluding assets related to employee benefit plans:

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
Pledged securities	$	14,070	$	13,237
Pledged loans	78,430		77,847

BB&T Corporation 21

NOTE 15. Fair Value Disclosures

The following tables present fair value information for assets and liabilities measured at fair value on a recurring basis:

March 31, 2019 (Dollars in millions)	Total		Level 1		Level 2		Level 3
Assets:
AFS securities:
U.S. Treasury	$	1,878	$	—	$	1,878	$	—
GSE	233		—		233		—
Agency MBS	23,047		—		23,047		—
States and political subdivisions	626		—		626		—
Non-agency MBS	497		—		111		386
Other	34		—		34		—
Total AFS securities	26,315		—		25,929		386
LHFS	834		—		834		—
MSRs	1,036		—		—		1,036
Other assets:
Trading and equity securities	1,898		371		1,516		11
Derivative assets	338		1		327		10
Private equity investments	388		—		—		388
Total assets	$	30,809	$	372	$	28,606	$	1,831
Liabilities:
Derivative liabilities	$	180	$	—	$	177	$	3
Securities sold short	250		—		250		—
Total liabilities	$	430	$	—	$	427	$	3
December 31, 2018 (Dollars in millions)	Total		Level 1		Level 2		Level 3
Assets:
AFS securities:
U.S. Treasury	$	3,441	$	—	$	3,441	$	—
GSE	200		—		200		—
Agency MBS	20,155		—		20,155		—
States and political subdivisions	701		—		701		—
Non-agency MBS	505		—		114		391
Other	36		—		36		—
Total AFS securities	25,038		—		24,647		391
LHFS	988		—		988		—
MSRs	1,108		—		—		1,108
Other assets:
Trading and equity securities	767		374		390		3
Derivative assets	246		—		234		12
Private equity investments	393		—		—		393
Total assets	$	28,540	$	374	$	26,259	$	1,907
Liabilities:
Derivative liabilities	$	247	$	1	$	246	$	—
Securities sold short	145		—		145		—
Total liabilities	$	392	$	1	$	391	$	—

Accounting standards define 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, with a three level valuation input hierarchy. The following discussion focuses on the valuation techniques and significant inputs for Level 2 and Level 3 assets and liabilities.

22 BB&T Corporation

A third-party pricing service is generally utilized in determining the fair value of the securities portfolio. Management independently evaluates the fair values provided by the pricing service through comparisons to other external pricing sources, review of additional information provided by the pricing service and other third party sources for selected securities and back-testing to compare the price realized on any security sales to the daily pricing information received from the pricing service. Fair value measurements are derived from market-based pricing matrices that were developed using observable inputs that include benchmark yields, benchmark securities, reported trades, offers, bids, issuer spreads and broker quotes. As described by security type below, additional inputs may be used, or some inputs may not be applicable. In the event that market observable data was not available, which would generally occur due to the lack of an active market for a given security, the valuation of the security would be subjective and may involve substantial judgment by management.

U.S. Treasury securities: Treasury securities are valued using quoted prices in active over-the-counter markets.

GSE securities and agency MBS: GSE pass-through securities are valued using market-based pricing matrices that reference observable inputs including benchmark TBA security pricing and yield curves that were estimated based on U.S. Treasury yields and certain floating rate indices. The pricing matrices for these securities may also give consideration to pool-specific data supplied directly by the GSE. GSE CMOs are valued using market-based pricing matrices that are based on observable inputs including offers, bids, reported trades, dealer quotes and market research reports, the characteristics of a specific tranche, market convention prepayment speeds and benchmark yield curves as described above.

States and political subdivisions: These securities are valued using market-based pricing matrices that reference observable inputs including MSRB reported trades, issuer spreads, material event notices and benchmark yield curves.

Non-agency MBS: Pricing matrices for these securities are based on observable inputs including offers, bids, reported trades, dealer quotes and market research reports, the characteristics of a specific tranche, market convention prepayment speeds and benchmark yield curves as described above. Non-agency MBS also include investments in Re-REMIC trusts that primarily hold non-agency MBS, which are valued based on broker pricing models that use baseline securities yields and tranche-level yield adjustments to discount cash flows modeled using market convention prepayment speed and default assumptions.

Other securities: These securities consist primarily of corporate bonds. These securities are valued based on a review of quoted market prices for assets as well as through the various other inputs discussed previously.

LHFS: Certain mortgage loans are originated to be sold to investors, which are carried at fair value. The fair value is primarily based on quoted market prices for securities backed by similar types of loans. The changes in fair value of these assets are largely driven by changes in interest rates subsequent to loan funding and changes in the fair value of servicing associated with the mortgage LHFS.

MSRs: Residential MSRs are valued using an OAS valuation model to project cash flows over multiple interest rate scenarios, which are discounted at risk-adjusted rates. The model considers portfolio characteristics, contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. Fair value estimates and assumptions are compared to industry surveys, recent market activity, actual portfolio experience and, when available, other observable market data. Commercial MSRs are valued using a cash flow valuation model that calculates the present value of estimated future net servicing cash flows. BB&T considers actual and expected loan prepayment rates, discount rates, servicing costs and other economic factors that are determined based on current market conditions.

Trading and equity securities: Trading and equity securities primarily consist of exchange traded equity securities, and debt securities issued by the U.S. Treasury, GSEs, or states and political subdivisions. The valuation techniques for debt securities are more fully discussed above.

Derivative assets and liabilities: The fair values of derivatives are determined based on quoted market prices and internal pricing models that use market observable data. The fair values of interest rate lock commitments, which are related to mortgage loan commitments and are categorized as Level 3, are based on quoted market prices adjusted for commitments that are not expected to fund and include the value attributable to the net servicing fees.

Private equity investments: In many cases there are no observable market values for these investments and therefore management must estimate the fair value based on a comparison of the operating performance of the company to multiples in the marketplace for similar entities. This analysis requires significant judgment, and actual values in a sale could differ materially from those estimated.

Securities sold short: Securities sold short represent debt securities sold short that are entered into as a hedging strategy for the purposes of supporting institutional and retail client trading activities.

BB&T Corporation 23

Activity for Level 3 assets and liabilities is summarized below:

Three Months Ended (Dollars in millions)	Trading and Equity Securities			Non-agency MBS			MSRs			Net Derivatives			Private Equity Investments
Balance at January 1, 2018	$	—		$	432		$	1,056		$	3		$	404
Total realized and unrealized gains (losses):
Included in earnings	—			(1		)	68			—			6
Included in unrealized net holding gains (losses) in OCI	—			23			—			—			—
Purchases	—			—			—			—			24
Issuances	—			—			37			(5		)	—
Sales	—			—			—			—			(24		)
Settlements	—			(13		)	(42		)	9			(10		)
Balance at March 31, 2018	$	—		$	441		$	1,119		$	7		$	400
Balance at January 1, 2019	$	3		$	391		$	1,108		$	12		$	393
Total realized and unrealized gains (losses):
Included in earnings	—			2			(54		)	8			23
Included in unrealized net holding gains (losses) in OCI	—			1			—			—			—
Purchases	15			—			—			—			7
Issuances	—			—			22			17			—
Sales	(7		)	—			—			—			(33		)
Settlements	—			(8		)	(40		)	(30		)	(2		)
Balance at March 31, 2019	$	11		$	386		$	1,036		$	7		$	388
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held at March 31, 2019	$	—		$	2		$	(54	)	$	7		$	4
Primary income statement location of realized gains (losses) included in earnings	Interest income			Interest income			Mortgage banking income			Mortgage banking income			Other income

The non-agency MBS categorized as Level 3 represent ownership interests in various tranches of Re-REMIC trusts. These securities are valued at a discount, which is unobservable in the market, to the fair value of the underlying securities owned by the trusts. The Re-REMIC tranches do not have an active market and therefore are categorized as Level 3. At March 31, 2019, the fair value of Re-REMIC non-agency MBS represented a discount of 20.3% to the fair value of the underlying securities owned by the Re-REMIC trusts.

The majority of private equity investments are in SBIC qualified funds, which primarily focus on equity and subordinated debt investments in privately-held middle market companies. The majority of these VIE investments are not redeemable and distributions are received as the underlying assets of the funds liquidate. The timing of distributions, which are expected to occur on various dates on an approximately ratable basis through 2029, is uncertain and dependent on various events such as recapitalizations, refinance transactions and ownership changes among others. As of March 31, 2019, restrictions on the ability to sell the investments include, but are not limited to, consent of a majority member or general partner approval for transfer of ownership. These investments are spread over numerous privately-held middle market companies, and thus the sensitivity to a change in fair value for any single investment is limited. The significant unobservable inputs for these investments are EBITDA multiples that ranged from 5x to 14x, with a weighted average of 9x, at March 31, 2019.

The following table details the fair value and UPB of LHFS that were elected to be carried at fair value:

	March 31, 2019						December 31, 2018
(Dollars in millions)	Fair Value		UPB		Difference		Fair Value		UPB		Difference
LHFS at fair value	$	834	$	824	$	10	$	988	$	975	$	13

Excluding government guaranteed, LHFS that were nonperforming or 90 days or more past due and still accruing interest were not material at March 31, 2019.

24 BB&T Corporation

The following table provides information about certain assets measured at fair value on a nonrecurring basis, which are primarily collateral dependent and may be subject to liquidity adjustments. The carrying values represent end of period values, which approximate the fair value measurements that occurred on the various measurement dates throughout the period. The valuation adjustments represent the amounts recorded during the period regardless of whether the asset is still held at period end. These assets are considered to be Level 3 assets (excludes PCI).

	2019					2018
As of / For The Three Months Ended March 31, (Dollars in millions)	Carrying Value		Valuation Adjustments			Carrying Value		Valuation Adjustments
Impaired loans	$	154	$	(18	)	$	185	$	(12	)
Foreclosed real estate	33		(63		)	40		(66		)

For financial instruments not recorded at fair value, estimates of fair value are based on relevant market data and information about the instrument. Values obtained relate to one trading unit without regard to any premium or discount that may result from concentrations of ownership, possible tax ramifications, estimated transaction costs that may result from bulk sales or the relationship between various instruments.

An active market does not exist for certain financial instruments. Fair value estimates for these instruments are based on current economic conditions, currency and interest rate risk characteristics, loss experience and other factors. Many of these estimates involve uncertainties and matters of significant judgment and cannot be determined with precision. Therefore, the fair value estimates in many instances cannot be substantiated by comparison to independent markets and, in many cases, may not be realizable in a current sale of the instrument. In addition, changes in assumptions could significantly affect these fair value estimates. The following assumptions were used to estimate the fair value of these financial instruments.

Cash and cash equivalents and restricted cash: For these short-term instruments, the carrying amounts are a reasonable estimate of fair values.

HTM securities: The fair values of HTM securities are based on a market approach using observable inputs such as benchmark yields and securities, TBA prices, reported trades, issuer spreads, current bids and offers, monthly payment information and collateral performance.

Loans receivable: The fair values for loans are estimated using discounted cash flow analyses, applying interest rates currently being offered for loans with similar terms and credit quality, which are deemed to be indicative of orderly transactions in the current market. For commercial loans and leases, discount rates may be adjusted to address additional credit risk on lower risk grade instruments. For residential mortgage and other consumer loans, internal prepayment risk models are used to adjust contractual cash flows. Loans are aggregated into pools of similar terms and credit quality and discounted using a LIBOR based rate. The carrying amounts of accrued interest approximate fair values.

Deposit liabilities: The fair values for demand deposits are equal to the amount payable on demand. Fair values for CDs are estimated using a discounted cash flow calculation that applies current interest rates to aggregate expected maturities. BB&T has developed long-term relationships with its deposit customers, commonly referred to as CDIs, that have not been considered in the determination of the deposit liabilities' fair value.

Short-term borrowings: The carrying amounts of short-term borrowings, excluding securities sold short, approximate their fair values.

Long-term debt: The fair values of long-term debt instruments are estimated based on quoted market prices for the instrument if available, or for similar instruments if not available, or by using discounted cash flow analyses, based on current incremental borrowing rates for similar types of instruments.

Contractual commitments: The fair values of commitments are estimated using the fees charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The fair values of guarantees and letters of credit are estimated based on the counterparties' creditworthiness and average default rates for loan products with similar risks. These respective fair value measurements are categorized within Level 3 of the fair value hierarchy. Retail lending and revolving credit commitments have an immaterial fair value as BB&T typically has the ability to cancel such commitments.

BB&T Corporation 25

Financial assets and liabilities not recorded at fair value are summarized below:

		March 31, 2019				December 31, 2018
(Dollars in millions)	Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
HTM securities	Level 2	$	20,095	$	19,886	$	20,552	$	20,047
Loans and leases HFI, net of ALLL	Level 3	147,496		146,077		147,455		145,591
Financial liabilities:
Time deposits	Level 2	14,978		15,026		16,577		16,617
Long-term debt	Level 2	24,729		24,977		23,709		23,723

The following is a summary of selected information pertaining to off-balance sheet financial instruments:

	March 31, 2019				December 31, 2018
(Dollars in millions)	Notional/Contract Amount		Fair Value		Notional/Contract Amount		Fair Value
Commitments to extend, originate or purchase credit	$	73,918	$	302	$	72,435	$	280
Residential mortgage loans sold with recourse	404		3		419		3
CRE mortgages serviced for others covered by recourse provisions	4,685		6		4,699		6
Letters of credit	2,267		17		2,389		18

26 BB&T Corporation

NOTE 16. Derivative Financial Instruments

The following table provides a summary of derivative strategies and the related accounting treatment:

	Cash Flow Hedges	Fair Value Hedges	Derivatives Not Designated as Hedges
Risk exposure	Variability in cash flows of interest payments on floating rate business loans, overnight funding and various LIBOR funding instruments.	Changes in value on fixed rate long-term debt, CDs, FHLB advances, loans and state and political subdivision securities due to changes in interest rates.	Risk associated with an asset or liability, including mortgage banking operations and MSRs, or for client needs. Includes exposure to changes in market rates and conditions subsequent to the interest rate lock and funding date for mortgage loans originated for sale.
Risk management objective	Hedge the variability in the interest payments and receipts on future cash flows for forecasted transactions related to the first unhedged payments and receipts of variable interest.	Convert the fixed rate paid or received to a floating rate, primarily through the use of swaps.	For interest rate lock commitment derivatives and LHFS, use mortgage-based derivatives such as forward commitments and options to mitigate market risk. For MSRs, mitigate the income statement effect of changes in the fair value of the MSRs. For client swaps, hedges are executed with dealer counterparties to offset market risk.
Treatment during the hedge period	Changes in value of the hedging instruments are recognized in AOCI until the related cash flows from the hedged item are recognized in earnings.	Changes in value of both the hedging instruments and the assets or liabilities being hedged are recognized in the income statement line item associated with the instrument being hedged.	Entire change in fair value recognized in current period income.
Treatment if hedge ceases to be highly effective or is terminated	Hedge is dedesignated. Changes in value recorded in AOCI before dedesignation are amortized to yield over the period the forecasted hedged transactions impact earnings.	If hedged item remains outstanding, the basis adjustment that resulted from hedging is amortized into earnings over the lesser of the designated hedged period or the maturity date of the instrument, and cash flows from terminations are reported in the same category as the cash flows from the hedged item.	Not applicable
Treatment if transaction is no longer probable of occurring during forecast period or within a short period thereafter	Hedge accounting ceases and any gain or loss in AOCI is reported in earnings immediately.	Not applicable	Not applicable

BB&T Corporation 27

Impact of Derivatives on the Consolidated Balance Sheets

The following table presents the notional amount and estimated fair value of derivative instruments:

		March 31, 2019								December 31, 2018
	Hedged Item or Transaction	Notional Amount		Fair Value						Notional Amount		Fair Value
(Dollars in millions)				Gain			Loss					Gain			Loss
Cash flow hedges:
Interest rate contracts:
Pay fixed swaps	3 mo. LIBOR funding	$	6,500	$	—		$	—		$	6,500	$	—		$	—
Fair value hedges:
Interest rate contracts:
Receive fixed swaps	Long-term debt	13,029		40			(54		)	12,908		5			(74		)
Options	Long-term debt	4,785		—			(2		)	4,785		—			(2		)
Pay fixed swaps	Commercial loans	499		1			—			505		2			—
Pay fixed swaps	Municipal securities	259		—			—			259		—			—
Total		18,572		41			(56		)	18,457		7			(76		)
Not designated as hedges:
Client-related and other risk management:
Interest rate contracts:
Receive fixed swaps		12,452		228			(46		)	11,577		128			(98		)
Pay fixed swaps		11,774		9			(43		)	11,523		19			(32		)
Other		1,384		1			(2		)	1,143		2			(3		)
Forward commitments		5,042		12			(11		)	2,883		11			(13		)
Foreign exchange contracts		568		3			(2		)	529		5			(2		)
Total		31,220		253			(104		)	27,655		165			(148		)
Mortgage banking:
Interest rate contracts:
Interest rate lock commitments		1,092		10			(3		)	702		12			—
When issued securities, forward rate agreements and forward commitments		2,314		1			(15		)	1,753		2			(20		)
Other		198		1			—			271		2			(1		)
Total		3,604		12			(18		)	2,726		16			(21		)
MSRs:
Interest rate contracts:
Receive fixed swaps		4,629		1			—			4,328		—			—
Pay fixed swaps		3,822		—			(1		)	3,224		—			—
Options		2,080		25			—			3,155		48			(2		)
When issued securities, forward rate agreements and forward commitments		2,517		6			(1		)	1,590		10			—
Other		54		—			—			103		—			—
Total		13,102		32			(2		)	12,400		58			(2		)
Total derivatives not designated as hedges		47,926		297			(124		)	42,781		239			(171		)
Total derivatives		$	72,998	338			(180		)	$	67,738	246			(247		)
Gross amounts not offset in the Consolidated Balance Sheets:
Amounts subject to master netting arrangements not offset due to policy election				(44		)	44					(47		)	47
Cash collateral (received) posted				(50		)	64					(53		)	82
Net amount				$	244		$	(72	)			$	146		$	(118	)

28 BB&T Corporation

The following table presents additional information for fair value hedging relationships:

	March 31, 2019							December 31, 2018
			Hedge Basis Adjustment							Hedge Basis Adjustment
(Dollars in millions)	Hedged Asset / Liability Basis		Items Currently Designated		Items No Longer Designated			Hedged Asset / Liability Basis		Items Currently Designated			Items No Longer Designated
AFS securities	$	497	$	12	$	53		$	493	$	5		$	54
Loans and leases	563		8		(2		)	562		—			(3		)
Long-term debt	15,505		18		5			15,397		(98		)	12

Impact of Derivatives on the Consolidated Statements of Income and Comprehensive Income

No portion of the change in fair value of derivatives designated as hedges has been excluded from effectiveness testing.

The following table summarizes amounts related to cash flow hedges, which consist of interest rate contracts.

Three Months Ended March 31, (Dollars in millions)	2019			2018
Pre-tax gain (loss) recognized in OCI:
Deposits	$	(10	)	$	21
Short-term borrowings	(10		)	—
Long-term debt	(20		)	72
Total	$	(40	)	$	93
Pre-tax gain (loss) reclassified from AOCI into interest expense:
Deposits	$	2		$	(2	)
Short-term borrowings	1			—
Long-term debt	2			(9		)
Total	$	5		$	(11	)

The following table summarizes the impact on net interest income related to fair value hedges, which consist of interest rate contracts.

Three Months Ended March 31, (Dollars in millions)	2019			2018
AFS securities:
Amounts related to interest settlements	$	—		$	(2	)
Recognized on derivatives	(7		)	11
Recognized on hedged items	5			(11		)
Net income (expense) recognized	(2		)	(2		)
Loans and leases:
Amounts related to interest settlements	—			—
Recognized on derivatives	(8		)	3
Recognized on hedged items	8			(3		)
Net income (expense) recognized	—			—
Long-term debt:
Amounts related to interest settlements	(22		)	8
Recognized on derivatives	116			(181		)
Recognized on hedged items	(108		)	192
Net income (expense) recognized	(14		)	19
Net income (expense) recognized, total	$	(16	)	$	17

BB&T Corporation 29

The following table presents pre-tax gain (loss) recognized in income for derivative instruments not designated as hedges:

Three Months Ended March 31, (Dollars in millions)	Location	2019			2018
Client-related and other risk management:
Interest rate contracts	Other noninterest income	$	10		$	15
Foreign exchange contracts	Other noninterest income	2			7
Mortgage banking:
Interest rate contracts	Mortgage banking income	(3		)	4
MSRs:
Interest rate contracts	Mortgage banking income	54			(67		)
Total		$	63		$	(41	)

The following table presents information about BB&T's cash flow and fair value hedges:

(Dollars in millions)	Mar 31, 2019			Dec 31, 2018
Cash flow hedges:
Net unrecognized after-tax gain (loss) on active hedges recorded in AOCI	$	(49	)	$	(18	)
Net unrecognized after-tax gain (loss) on terminated hedges recorded in AOCI (to be recognized in earnings through 2022)	(16		)	(13		)
Estimated portion of net after-tax gain (loss) on active and terminated hedges to be reclassified from AOCI into earnings during the next 12 months	(10		)	4
Maximum time period over which BB&T has hedged a portion of the variability in future cash flows for forecasted transactions excluding those transactions relating to the payment of variable interest on existing instruments	3 years			4 years
Fair value hedges:
Unrecognized pre-tax net gain (loss) on terminated hedges (to be recognized as interest primarily through 2029)	$	(46	)	$	(39	)
Portion of pre-tax net gain (loss) on terminated hedges to be recognized as a change in interest during the next 12 months	7			15

Derivatives Credit Risk – Dealer Counterparties

Credit risk related to derivatives arises when amounts receivable from a counterparty exceed those payable to the same counterparty. The risk of loss is addressed by subjecting dealer counterparties to credit reviews and approvals similar to those used in making loans or other extensions of credit and by requiring collateral. Dealer counterparties operate under agreements to provide cash and/or liquid collateral when unsecured loss positions exceed minimal limits.

Derivative contracts with dealer counterparties settle on a monthly, quarterly or semiannual basis, with daily movement of collateral between counterparties required within established netting agreements. BB&T only transacts with dealer counterparties with strong credit standings.

Derivatives Credit Risk – Central Clearing Parties

With the exception of the central clearing party used for TBA transactions that does not post variation margin to BB&T, central clearing parties exchange cash on a daily basis to settle changes in exposure. Certain derivatives are cleared through central clearing parties that require initial margin collateral. Initial margin collateral requirements are established on varying bases, with such amounts generally designed to offset the risk of non-payment. Initial margin is generally calculated by applying the maximum loss experienced in value over a specified time horizon to the portfolio of existing trades.

Derivatives Credit Risk – Risk Participation Agreements

BB&T has entered into risk participation agreements to share the credit exposure with other financial institutions on client-related interest rate derivative contracts. The notional amount of interest rate derivative risk participation agreements was $674 million at March 31, 2019 and $446 million at December 31, 2018, reported in Other in the table above. Assuming all underlying third party customers referenced in the interest rate contracts defaulted in a zero LIBOR rate environment, the maximum exposure from these agreements would be $38 million at March 31, 2019 and $26 million at December 31, 2018.

30 BB&T Corporation

The following table summarizes collateral positions with counterparties:

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
Dealer counterparties:
Cash collateral received from dealer counterparties	$	53	$	56
Derivatives in a net gain position secured by collateral received	52		55
Unsecured positions in a net gain with dealer counterparties after collateral postings	2		2
Cash collateral posted to dealer counterparties	56		75
Derivatives in a net loss position secured by collateral received	59		76
Additional collateral that would have been posted had BB&T's credit ratings dropped below investment grade	3		1
Central clearing parties:
Cash collateral, including initial margin, posted to central clearing parties	14		17
Derivatives in a net loss position	22		8
Securities pledged to central clearing parties	141		124

 

NOTE 17. Computation of EPS

Basic and diluted EPS calculations are presented in the following table:

Three Months Ended March 31, (Dollars in millions, except per share data, shares in thousands)	2019		2018
Net income available to common shareholders	$	749	$	745
Weighted average number of common shares	764,135		779,617
Effect of dilutive outstanding equity-based awards	9,936		11,388
Weighted average number of diluted common shares	774,071		791,005
Basic EPS	$	0.98	$	0.96
Diluted EPS	$	0.97	$	0.94
Anti-dilutive awards	—		90

NOTE 18. Operating Segments

BB&T's business segment structure aligns with how management reviews performance and makes decisions by client, segment and business unit. There are four major reportable business segments: CB-Retail, CB-Commercial, FS&CF and IH. In addition, there is an OT&C segment. For additional information, see Note 19. Operating Segments of the Annual Report on Form 10-K for the year ended December 31, 2018.

The following table presents results by segment:

Three Months Ended March 31, (Dollars in millions)	CB-Retail				CB-Commercial				FS&CF
	2019		2018		2019		2018		2019		2018
Net interest income (expense)	$	843	$	837	$	536	$	464	$	189	$	159
Net intersegment interest income (expense)	109		48		44		70		21		18
Segment net interest income	952		885		580		534		210		177
Allocated provision for credit losses	130		122		19		37		1		(5		)
Segment net interest income after provision	822		763		561		497		209		182
Noninterest income	322		340		109		106		284		301
Noninterest expense	645		660		251		253		297		301
Income (loss) before income taxes	499		443		419		350		196		182
Provision (benefit) for income taxes	120		109		91		79		40		38
Segment net income (loss)	$	379	$	334	$	328	$	271	$	156	$	144
Identifiable assets (period end)	$	73,379	$	70,102	$	56,702	$	56,438	$	33,141	$	29,766

BB&T Corporation 31

	IH						OT&C (1)						Total
	2019			2018			2019			2018			2019		2018
Net interest income (expense)	$	34		$	26		$	94		$	147		$	1,696	$	1,633
Net intersegment interest income (expense)	(11		)	(6		)	(163		)	(130		)	—		—
Segment net interest income	23			20			(69		)	17			1,696		1,633
Allocated provision for credit losses	3			1			2			(5		)	155		150
Segment net interest income after provision	20			19			(71		)	22			1,541		1,483
Noninterest income	515			439			(28		)	(6		)	1,202		1,180
Noninterest expense	417			375			158			97			1,768		1,686
Income (loss) before income taxes	118			83			(257		)	(81		)	975		977
Provision (benefit) for income taxes	30			21			(104		)	(61		)	177		186
Segment net income (loss)	$	88		$	62		$	(153	)	$	(20	)	$	798	$	791
Identifiable assets (period end)	$	6,376		$	5,789		$	58,085		$	58,634		$	227,683	$	220,729

(1) Includes financial data from business units below the quantitative and qualitative thresholds requiring disclosure.

32 BB&T Corporation

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BB&T is a financial holding company organized under the laws of North Carolina. BB&T conducts operations through its principal bank subsidiary, Branch Bank, and its nonbank subsidiaries.

Regulatory Considerations

The extensive regulatory framework applicable to financial institutions is intended primarily for the protection of depositors, the DIF and the stability of the financial system, rather than for the protection of shareholders and creditors. In addition to banking laws, regulations and regulatory agencies, BB&T is subject to various other laws, regulations, supervision and examination by other regulatory agencies, all of which affect the operations and management of BB&T and its ability to make distributions to shareholders. Refer to BB&T's Annual Report on Form 10-K for the year ended December 31, 2018 for additional disclosures with respect to significant laws and regulations affecting BB&T.

In April 2019, the FRB terminated its cease and desist order related to BB&T's anti-money laundering program. No money laundering activity was identified and no financial penalty was levied in relation to this order.

Executive Overview

Overview of Significant Events and Financial Results

On February 7, 2019, BB&T entered into an agreement and plan of merger, by and between BB&T and SunTrust, pursuant to which SunTrust will merge with and into BB&T, with BB&T as the surviving entity in the merger. Immediately following the merger, SunTrust's wholly owned subsidiary, SunTrust Bank, will merge with and into Branch Bank, with Branch Bank as the surviving entity. Under the terms of the merger agreement, shareholders of SunTrust will receive 1.295 shares of BB&T common stock for each share of SunTrust common stock. The merger agreement was unanimously approved by both companies' Boards of Directors. The merger is expected to close late in the third or fourth quarter of 2019, subject to satisfaction of closing conditions, including receipt of regulatory approvals and approval by the shareholders of each company. The merger is subject to a mutual break-up fee of approximately $1.1 billion, payable in customary circumstances.

Consolidated net income available to common shareholders for the first quarter of 2019 was $749 million. On a diluted per common share basis, earnings for the first quarter of 2019 were $0.97, an increase of $0.03 compared to the first quarter of 2018.

BB&T's results of operations for the first quarter of 2019 produced an annualized return on average assets of 1.43% and an annualized return on average common shareholders' equity of 11.08%, compared to ratios for the same quarter of the prior year of 1.45% and 11.43%, respectively.

Total revenues on a TE basis were $2.9 billion for the first quarter of 2019, an increase of $86 million compared to the same period in 2018, which reflects an increase of $64 million in TE net interest income and an increase of $22 million in noninterest income.

The provision for credit losses was $155 million compared to $150 million for the first quarter of 2018. Net charge-offs were 0.40% of average loans and leases on an annualized basis for the first quarter of 2019, down one basis point compared to the first quarter of 2018.

Noninterest income for the first quarter of 2019 was up $22 million compared to the earlier quarter. Noninterest expense for the first quarter of 2019 was up $82 million compared to the earlier quarter. Merger-related and restructuring charges increased $52 million, primarily due to the announced merger of equals with SunTrust. Excluding these charges, noninterest expense was up $30 million.

The provision for income taxes was $177 million for the first quarter of 2019, compared to $186 million for the earlier quarter. This produced an effective tax rate for the first quarter of 2019 of 18.2%, compared to 19.0% for the earlier quarter.

BB&T declared common dividends of $0.405 per share during the first quarter of 2019, which resulted in a dividend payout ratio of 41.3%. As previously communicated, BB&T has suspended its share repurchase program until after the completion of the merger of equals.

BB&T Corporation 33

Analysis of Results of Operations

Net Interest Income and NIM

First Quarter 2019 compared to First Quarter 2018

Net interest income on a TE basis was $1.7 billion for the first quarter of 2019, an increase of $64 million compared to the same period in 2018. Interest income increased $253 million, which primarily reflects higher rates. Interest expense increased $189 million primarily due to higher funding costs reflecting the impact of rate increases.

Net interest margin was 3.51%, up seven basis points compared to the earlier quarter. Average earning assets increased $3.2 billion. The increase in average earning assets reflects a $4.9 billion increase in average total loans and leases, partially offset by a decrease of $1.6 billion in average securities. Average interest-bearing liabilities increased $3.7 billion compared to the earlier quarter. Average interest-bearing deposits increased $4.0 billion, while average long-term debt decreased $430 million. The annualized yield on the total loan portfolio for the first quarter of 2019 was 5.06%, up 49 basis points compared to the earlier quarter, reflecting the impact of rate increases. The annualized yield on the average securities portfolio was 2.60%, up 16 basis points compared to the earlier period.

The average annualized cost of total deposits was 0.64%, up 34 basis points compared to the earlier quarter. The average annualized cost of interest-bearing deposits was 0.95%, up 49 basis points compared to the earlier quarter. The average annualized rate on long-term debt was 3.30%, up 76 basis points compared to the earlier quarter. The average annualized rate on short-term borrowings was 2.32%, up 89 basis points compared to the earlier quarter. The higher rates on interest-bearing liabilities reflect the impact of rate increases.

The major components of net interest income and the related annualized yields and rates as well as the variances between the periods caused by changes in interest rates versus changes in volumes are summarized below.

34 BB&T Corporation

Table 1: TE Net Interest Income and Rate / Volume Analysis (1)
Three Months Ended March 31, (Dollars in millions)	Average Balances (6)				Annualized Yield/Rate				Income/Expense				Incr. (Decr.)			Change due to
	2019		2018		2019		2018		2019		2018					Rate			Volume
Assets
Total securities, at amortized cost: (2)
U.S. Treasury	$	3,302	$	3,538	2.01	%	1.77	%	$	16	$	15	$	1		$	2		$	(1	)
GSE	2,418		2,385		2.24		2.23		14		13		1			—			1
Agency MBS	40,044		40,813		2.58		2.42		258		248		10			15			(5		)
States and political subdivisions	620		1,215		3.73		3.78		6		11		(5		)	—			(5		)
Non-agency MBS	315		375		12.51		7.73		10		7		3			4			(1		)
Other	35		48		3.96		2.28		—		—		—			—			—
Total securities	46,734		48,374		2.60		2.44		304		294		10			21			(11		)
Other earning assets (3)	2,197		2,250		6.01		4.54		33		25		8			9			(1		)
Loans and leases, net of unearned income: (4)(5)
Commercial and industrial	61,370		58,627		4.33		3.72		656		537		119			93			26
CRE	20,905		21,398		5.06		4.47		261		234		27			33			(6		)
Lease financing	2,021		1,872		3.33		3.00		17		14		3			2			1
Residential mortgage	31,370		28,824		4.13		4.00		324		289		35			9			26
Direct	11,493		11,791		5.75		4.90		163		141		22			26			(4		)
Indirect	17,337		16,914		7.91		7.31		338		304		34			26			8
Revolving credit	3,110		2,798		9.49		8.94		73		67		6			2			4
PCI	455		631		17.99		19.21		20		30		(10		)	(2		)	(8		)
Total loans and leases HFI	148,061		142,855		5.06		4.57		1,852		1,616		236			189			47
LHFS	729		1,051		4.38		3.66		8		9		(1		)	2			(3		)
Total loans and leases	148,790		143,906		5.06		4.57		1,860		1,625		235			191			44
Total earning assets	197,721		194,530		4.49		4.04		2,197		1,944		253			221			32
Nonearning assets	27,852		26,889
Total assets	$	225,573	$	221,419
Liabilities and Shareholders' Equity
Interest-bearing deposits:
Interest-checking	$	27,622	$	27,270	0.59		0.37		40		25		15			15			—
Money market and savings	63,325		61,690		0.96		0.44		150		67		83			81			2
Time deposits	16,393		13,847		1.50		0.68		60		23		37			32			5
Foreign deposits - interest-bearing	422		935		2.43		1.42		3		3		—			2			(2		)
Total interest-bearing deposits (7)	107,762		103,742		0.95		0.46		253		118		135			130			5
Short-term borrowings	5,624		5,477		2.32		1.43		32		20		12			11			1
Long-term debt	23,247		23,677		3.30		2.54		192		150		42			45			(3		)
Total interest-bearing liabilities	136,633		132,896		1.41		0.87		477		288		189			186			3
Noninterest-bearing deposits (7)	52,283		53,396
Other liabilities	6,116		5,599
Shareholders' equity	30,541		29,528
Total liabilities and shareholders' equity	$	225,573	$	221,419
Average interest-rate spread					3.08	%	3.17	%
NIM/net interest income					3.51	%	3.44	%	$	1,720	$	1,656	$	64		$	35		$	29
Taxable-equivalent adjustment									$	24	$	23

(1) Yields are stated on a TE basis utilizing the marginal income tax rates. The change in interest not solely due to changes in rate or volume has been allocated on a pro-rata basis based on the absolute dollar amount of each.

(2) Total securities include AFS and HTM securities.

(3) Includes cash equivalents, interest-bearing deposits with banks, trading securities, FHLB stock and other earning assets.

(4) Loan fees, which are not material for any of the periods shown, are included for rate calculation purposes.

(5) NPLs are included in the average balances.

(6) Excludes basis adjustments for fair value hedges.

(7) Total deposit costs were 0.64% and 0.30% for the three months ended March 31, 2019 and 2018, respectively.

BB&T Corporation 35

Provision for Credit Losses

First Quarter 2019 compared to First Quarter 2018

The provision for credit losses was $155 million, compared to $150 million for the earlier quarter. Net charge-offs for the first quarter of 2019 totaled $147 million compared to $145 million in the earlier period.

Net charge-offs were 0.40% of average loans and leases on an annualized basis for the first quarter of 2019, down one basis point compared to the first quarter of 2018.

Noninterest Income

Noninterest income is a significant contributor to BB&T's financial results. Management focuses on diversifying its sources of revenue to further reduce BB&T's reliance on traditional spread-based interest income, as certain fee-based activities are a relatively stable revenue source during periods of changing interest rates.

Table 2: Noninterest Income
Three Months Ended March 31, (Dollars in millions)	2019		2018		% Change
Insurance income	$	510	$	436	17.0	%
Service charges on deposits	171		165		3.6
Investment banking and brokerage fees and commissions	111		113		(1.8	)
Mortgage banking income	63		99		(36.4	)
Trust and investment advisory revenues	68		72		(5.6	)
Bankcard fees and merchant discounts	70		69		1.4
Checkcard fees	55		52		5.8
Operating lease income	35		37		(5.4	)
Income from bank-owned life insurance	28		31		(9.7	)
Other income	91		106		(14.2	)
Total noninterest income	$	1,202	$	1,180	1.9

First Quarter 2019 compared to First Quarter 2018

Noninterest income for the first quarter of 2019 was up $22 million compared to the earlier quarter. Insurance income increased $74 million to record levels due to higher production and the acquisition of Regions Insurance. Mortgage banking income decreased $36 million primarily due to lower residential mortgage sales, as well as a decrease in commercial mortgage banking revenue. Other income decreased $15 million due to sundry items.

Noninterest Expense

The following table provides a breakdown of BB&T's noninterest expense:

Table 3: Noninterest Expense
Three Months Ended March 31, (Dollars in millions)	2019		2018		% Change
Personnel expense	$	1,087	$	1,039	4.6	%
Occupancy and equipment expense	187		194		(3.6	)
Software expense	72		65		10.8
Outside IT services	30		32		(6.3	)
Regulatory charges	18		40		(55.0	)
Amortization of intangibles	32		33		(3.0	)
Loan-related expense	25		29		(13.8	)
Professional services	31		30		3.3
Merger-related and restructuring charges, net	80		28		185.7
Other expense	206		196		5.1
Total noninterest expense	$	1,768	$	1,686	4.9

36 BB&T Corporation

First Quarter 2019 compared to First Quarter 2018

Noninterest expense for the first quarter of 2019 was up $82 million compared to the earlier quarter. Merger-related and restructuring charges increased $52 million, primarily due to the announced merger of equals with SunTrust. Excluding these charges, noninterest expense was up $30 million. Personnel expense increased $48 million compared to the earlier quarter, primarily due to higher incentives, partially due to the Regions Insurance acquisition, and lower capitalized employee costs. The lower capitalized employee costs reflect efficiencies in the loan closing process. Regulatory charges decreased $22 million as a result of the DIF reaching the targeted level.

Merger-Related and Restructuring Charges

The following table presents a summary of merger-related and restructuring charges and the related accruals:

Table 4: Merger-Related and Restructuring Accrual Activity
Three Months Ended March 31, 2019 (Dollars in millions)	Accrual at Jan 1, 2019		Expense		Utilized			Accrual at Mar 31, 2019
Severance and personnel-related	$	43	$	16	$	(49	)	$	10
Occupancy and equipment (1)	—		9		(9		)	—
Professional services	1		51		(8		)	44
Systems conversion and related costs	—		—		—			—
Other adjustments	—		4		(2		)	2
Total	$	44	$	80	$	(68	)	$	56

(1) Certain lease reserves are no longer required as a result of new lease accounting guidance adopted in the first quarter of 2019. See additional information in Note 1. Basis of Presentation.

Provision for Income Taxes

Three Months of 2019 compared to Three Months of 2018

The provision for income taxes was $177 million for the first quarter of 2019, compared to $186 million for the earlier quarter. This produced an effective tax rate for the first quarter of 2019 of 18.2%, compared to 19.0% for the earlier quarter.

Segment Results

See Note 18. Operating Segments herein and Note 19. Operating Segments in BB&T's Annual Report on Form 10-K for the year ended December 31, 2018, for additional disclosures related to BB&T's reportable business segments. Fluctuations in noninterest income and noninterest expense incurred directly by the segments are more fully discussed in the Noninterest Income and Noninterest Expense sections above.

Table 5: Net Income by Reportable Segment
Three Months Ended March 31, (Dollars in millions)	2019			2018			% Change
Community Banking Retail and Consumer Finance	$	379		$	334		13.5	%
Community Banking Commercial	328			271			21.0
Financial Services and Commercial Finance	156			144			8.3
Insurance Holdings	88			62			41.9
Other, Treasury & Corporate	(153		)	(20		)	NM
BB&T Corporation	$	798		$	791		0.9

BB&T Corporation 37

First Quarter 2019 compared to First Quarter 2018

Community Banking Retail and Consumer Finance

CB-Retail serves retail clients by offering a variety of loan and deposit products, payment services, bankcard products and other financial services by connecting clients to a wide range of financial products and services. CB-Retail includes Dealer Retail Services, which originates loans on an indirect basis to consumers for the purchase of automobiles, boats and recreational vehicles. Additionally, CB-Retail includes specialty finance lending, small equipment leasing and other products for consumers. CB-Retail also includes Residential Mortgage Banking, which originates and purchases mortgage loans to either hold for investment or sell to third parties. BB&T generally retains the servicing rights to loans sold. Mortgage products include fixed and adjustable-rate government guaranteed and conventional loans used for the purpose of constructing, purchasing or refinancing residential properties. Substantially all of the properties are owner-occupied. Residential Mortgage Banking also includes Mortgage Warehouse Lending, which provides short-term lending solutions to finance first-lien residential mortgages held-for-sale by independent mortgage companies.

CB-Retail net income was $379 million for the first quarter of 2019, an increase of $45 million compared to the earlier quarter. Segment net interest income increased $67 million primarily due to higher funding spreads on deposits and average loan growth, partially offset by lower credit spreads on loans. Noninterest income decreased primarily due to a decline in mortgage banking income due to a lower volume of loan sales. Noninterest expense decreased primarily due to lower personnel expense.

CB-Retail average loans and leases held for investment increased $3.1 billion, or 4.9%, compared to the earlier period. The increase was primarily driven by growth in average residential mortgage loans of $2.5 billion, or 8.8% and growth in indirect loans of $429 million, or 2.5%.

CB-Retail average total deposits increased $167 million, or 0.2%, compared to the earlier period. The increase was primarily driven by growth in average money market and savings of $706 million, or 2.0% and noninterest-bearing deposits of $460 million, or 2.8%. These increases were mostly offset by a decrease in interest checking of $1.1 billion, or 6.6%.

Community Banking Commercial

CB-Commercial serves large, medium and small business clients by offering a variety of loan and deposit products and connecting clients to the combined organization's broad array of financial services. CB-Commercial includes CRE lending, commercial and industrial lending, corporate banking, asset-based lending, dealer inventory financing, tax-exempt financing, cash management and treasury services, and commercial deposit products.

CB-Commercial net income was $328 million for the first quarter of 2019, an increase of $57 million compared to the earlier quarter. Segment net interest income increased $46 million primarily driven by higher funding spreads, partially offset by lower credit spreads on loans. Noninterest income was essentially flat compared to the earlier quarter. The allocated provision for credit losses decreased primarily due to the impact of average loan growth in the earlier quarter and lower net charge offs. Noninterest expense was essentially flat compared to the earlier quarter.

CB-Commercial average loans and leases held for investment increased $295 million, or 0.6%, compared to the earlier period. Average commercial and industrial loans increased $984 million, or 3.0%, while average commercial real estate loans declined $590 million, or 3.0% and average PCI loans declined $91 million, or 32.7%.

Average total deposits decreased $660 million, or 1.1%, compared to the earlier period driven by declines in average noninterest bearing deposits of $1.3 billion, or 3.7%, partially offset by an increase in average money market and savings of $477 million, or 3.2%, and time deposits of $147 million, or 17.3%.

Financial Services and Commercial Finance

FS&CF provides personal trust administration, estate planning, investment counseling, wealth management, asset management, corporate retirement services, capital markets and corporate banking services, specialty finance and corporate trust services to individuals, corporations, institutions, foundations and government entities. In addition, the segment includes BB&T Securities, a full-service brokerage and investment banking firm, which offers clients a variety of investment services, including discount brokerage services, equities, annuities, mutual funds and government bonds. The Corporate Banking Division originates and services large corporate relationships, syndicated lending relationships and client derivatives while the specialty finance products offered by FS&CF include equipment finance, tax-exempt financing for local governments and special-purpose entities, and full-service commercial mortgage banking lending.

FS&CF net income was $156 million for the first quarter of 2019, an increase of $12 million compared to the earlier quarter. Segment net interest income increased $33 million primarily driven by average loan growth and higher funding spreads, partially offset by lower credit spreads on loans. Noninterest income decreased primarily due to a decline in commercial mortgage banking income.

38 BB&T Corporation

FS&CF average loans and leases held for investment increased $2.1 billion, or 7.8%, compared to the earlier period. The increase was primarily driven by higher loans held for investment for Corporate Banking of $1.8 billion, or 11.8%, and Wealth and Retirement Services of $185 million, or 10.0%.

FS&CF average total deposits increased $676 million, or 2.4%, compared to the earlier period primarily driven by growth in average total deposits for Wealth and Retirement Services of $459 million, or 2.8%.

Insurance Holdings and Premium Finance

BB&T's insurance agency / brokerage network is the fifth largest in the world. IH provides property and casualty, employee benefits and life insurance to businesses and individuals. It also provides small business and corporate services, such as workers compensation and professional liability, as well as surety coverage and title insurance. In addition, IH includes commercial and retail insurance premium finance.

IH net income was $88 million for the first quarter of 2019, an increase of $26 million compared to the earlier quarter. Noninterest income increased $76 million, primarily due to higher production and the acquisition of Regions Insurance, which contributed $46 million. Noninterest expense increased $42 million primarily due to the acquisition of Regions Insurance.

Other, Treasury & Corporate

Net income in OT&C can vary due to the changing needs of the Corporation, including the size of the investment portfolio, the need for wholesale funding and income received from derivatives used to hedge the balance sheet.

OT&C generated a net loss of $153 million in the first quarter of 2019, compared to a net loss of $20 million in the earlier quarter. Segment net interest income decreased $86 million primarily due to an increase in the rates on long-term debt, and an increase in the net credit for funds provided to other operating segments. Noninterest income decreased $22 million primarily due to sundry items. Noninterest expense increased $61 million primarily due to merger-related charges in the current quarter. The benefit for income taxes increased $43 million primarily due to a higher pre-tax loss and a higher tax benefit from discrete items compared to the earlier quarter.

Analysis of Financial Condition

Investment Activities

The securities portfolio totaled $46.4 billion at March 31, 2019, compared to $45.6 billion at December 31, 2018, primarily driven by a $2.4 billion increase in agency MBS, partially offset by a $1.6 billion decrease in U.S. Treasury securities.

As of March 31, 2019, approximately 6.4% of the securities portfolio was variable rate, compared to 6.5% as of December 31, 2018. The effective duration of the securities portfolio was 4.2 years at March 31, 2019, compared to 4.8 years at December 31, 2018. The duration of the securities portfolio excludes certain non-agency MBS.

U.S. Treasury, GSE and Agency MBS represented 97.5% of the total securities portfolio as of March 31, 2019, compared to 97.3% as of prior year end.

Lending Activities

Loans HFI totaled $149.1 billion at March 31, 2019, compared to $149.0 billion at December 31, 2018. Management continuously evaluates the composition of the loan portfolio taking into consideration the current and expected market conditions, interest rate environment and risk profiles to optimize profitability. Based upon this evaluation, management may decide to focus efforts on growing or decreasing exposures in certain portfolios through both organic changes and portfolio acquisitions or sales.

Certain residential mortgage loans have an initial period where the borrower is only required to pay the periodic interest. After the interest-only period, the loan will require the payment of both interest and principal over the remaining term. The outstanding balances of variable rate residential mortgage loans in the interest-only phase were approximately $60 million and $64 million at March 31, 2019 and December 31, 2018, respectively. At March 31, 2019, approximately 96.6% of the interest-only balances will begin amortizing within the next three years compared to 95.9% at December 31, 2018.

The direct retail portfolio includes variable rate home equity lines and other lines of credit whose rate typically reset on a monthly basis. Home equity lines generally require interest-only payments during the first 15 years after origination. After this initial period, the outstanding balance begins amortizing and requires the payment of both interest and principal. The following table presents additional information over variable rate lines of credit:

BB&T Corporation 39

Table 6: Variable Rate Lines of Credit
	Home Equity Lines						Other Lines of Credit
(Dollars in millions)	Mar 31, 2019			Dec 31, 2018			Mar 31, 2019			Dec 31, 2018
Total variable rate lines	$	6,979		$	7,201		$	1,064		$	1,067
Amount in interest-only phase	5,580			5,730			952			949
Percent in interest-only phase that will begin amortizing within 3 years	10.5		%	10.3		%	15.0		%	15.9		%

The following table presents the most recent composition of average loans and leases:

Table 7: Composition of Average Loans and Leases
For the Three Months Ended (Dollars in millions)	Mar 31, 2019		Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Mar 31, 2018
Commercial:
Commercial and industrial	$	61,370	$	60,553	$	59,900	$	59,548	$	58,627
CRE	20,905		21,301		21,496		21,546		21,398
Lease financing	2,021		1,990		1,941		1,862		1,872
Retail:
Residential mortgage	31,370		31,103		30,500		29,272		28,824
Direct	11,493		11,600		11,613		11,680		11,791
Indirect	17,337		17,436		17,282		16,804		16,914
Revolving credit	3,110		3,070		2,947		2,831		2,798
PCI	455		486		518		559		631
Total average loans and leases HFI	$	148,061	$	147,539	$	146,197	$	144,102	$	142,855

Average loans held for investment for the first quarter of 2019 were $148.1 billion, up $522 million, or 1.4% annualized compared to the fourth quarter of 2018.

Average commercial and industrial loans increased $817 million driven by strong growth in corporate banking, as well as growth from the community bank, partially offset by a decline in mortgage warehouse lending. Average CRE loans decreased $396 million, primarily due to a decrease in construction loans. Average residential mortgage loans increased $267 million primarily due to the retention of a portion of the conforming mortgage production.

Average direct loans decreased $107 million. The decrease was primarily due to acquired portfolio run off.

Average indirect retail loans decreased $99 million. The decrease was primarily due to seasonality for power sports, partially offset by growth in automobile lending.

40 BB&T Corporation

Asset Quality

The following tables summarize asset quality information for the past five quarters:

Table 8: Asset Quality
(Dollars in millions)	Mar 31, 2019		Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Mar 31, 2018
NPAs:
NPLs:
Commercial and industrial	$	196	$	200	$	238	$	243	$	257
CRE	75		65		46		61		67
Lease financing	1		3		6		9		13
Residential mortgage	121		119		120		119		127
Direct	53		53		55		58		64
Indirect	80		82		72		68		74
Total NPLs HFI	526		522		537		558		602
Foreclosed real estate	33		35		39		43		40
Other foreclosed property	25		28		25		23		27
Total nonperforming assets (1)	$	584	$	585	$	601	$	624	$	669
Performing TDRs:
Commercial and industrial	$	63	$	65	$	56	$	44	$	38
CRE	9		10		12		11		12
Residential mortgage	669		656		643		647		627
Direct	54		55		56		58		59
Indirect	306		305		295		284		277
Revolving credit	29		28		28		29		29
Total performing TDRs (2)(3)	$	1,130	$	1,119	$	1,090	$	1,073	$	1,042
Loans 90 days or more past due and still accruing:
Residential mortgage	$	377	$	405	$	367	$	374	$	420
Direct	7		7		6		4		6
Indirect	5		6		6		4		5
Revolving credit	14		14		12		10		11
PCI	28		30		40		43		48
Total loans 90 days or more past due and still accruing	$	431	$	462	$	431	$	435	$	490
Loans 30-89 days past due:
Commercial and industrial	$	36	$	34	$	35	$	26	$	31
CRE	3		5		4		4		10
Lease financing	3		1		1		2		1
Residential mortgage	478		456		510		441		400
Direct	67		61		59		52		55
Indirect	316		436		418		337		272
Revolving credit	27		28		27		21		21
PCI	18		23		21		22		24
Total loans 30-89 days past due	$	948	$	1,044	$	1,075	$	905	$	814

Excludes loans held for sale.     

(1) Sales of nonperforming loans totaled $30 million, $30 million, $20 million, $12 million and $33 million for the quarter ended March 31, 2019, December 31, 2018, September 30, 2018, June 30, 2018 and March 31, 2018, respectively.

(2) Excludes TDRs that are nonperforming totaling $178 million, $176 million, $176 million, $191 million and $196 million at March 31, 2019, December 31, 2018, September 30, 2018, June 30, 2018 and March 31, 2018, respectively. These amounts are included in total nonperforming assets.

(3) Sales of performing TDRs, which were primarily residential mortgage loans, totaled $33 million, $15 million, $34 million, $17 million and $29 million for the quarter ended March 31, 2019, December 31, 2018, September 30, 2018, June 30, 2018 and March 31, 2018, respectively.

Nonperforming assets totaled $584 million at March 31, 2019, essentially flat compared to December 31, 2018. Nonperforming loans and leases represented 0.35% of loans and leases held for investment, unchanged compared to December 31, 2018.

Performing TDRs were up $11 million during the first quarter primarily in residential mortgage loans.

Loans 90 days or more past due and still accruing totaled $431 million at March 31, 2019, down $31 million compared to the prior quarter. The ratio of loans 90 days or more past due and still accruing as a percentage of loans and leases was 0.29% at March 31, 2019, compared to 0.31% for the prior quarter. Excluding government guaranteed and PCI loans, the ratio of loans 90 days or more past due and still accruing as a percentage of loans and leases was 0.04% at March 31, 2019, unchanged from the prior quarter.

BB&T Corporation 41

Loans 30-89 days past due and still accruing totaled $948 million at March 31, 2019, down $96 million compared to the prior quarter, primarily due to an expected seasonal decline in indirect automobile lending.

Problem loans include NPLs and loans that are 90 days or more past due and still accruing as disclosed in Table 8. In addition, for the commercial portfolio segment, loans that are rated special mention or substandard performing are closely monitored by management as potential problem loans. Refer to Note 4. Loans and ACL herein for additional disclosures related to these potential problem loans.

Table 9: Asset Quality Ratios
As of / For the Three Months Ended	Mar 31, 2019		Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Mar 31, 2018
Loans 30-89 days past due and still accruing as a percentage of loans and leases HFI	0.64	%	0.70	%	0.73	%	0.62	%	0.57	%
Loans 90 days or more past due and still accruing as a percentage of loans and leases HFI	0.29		0.31		0.29		0.30		0.34
NPLs as a percentage of loans and leases HFI	0.35		0.35		0.37		0.38		0.42
NPAs as a percentage of:
Total assets	0.26		0.26		0.27		0.28		0.30
Loans and leases HFI plus foreclosed property	0.39		0.39		0.41		0.43		0.47
Net charge-offs as a percentage of average loans and leases HFI	0.40		0.38		0.35		0.30		0.41
ALLL as a percentage of loans and leases HFI	1.05		1.05		1.05		1.05		1.05
Ratio of ALLL to:
Net charge-offs	2.62x		2.76x		3.05x		3.49x		2.55x
NPLs	2.97x		2.99x		2.86x		2.74x		2.49x
Loans 90 days or more past due and still accruing as a percentage of loans and leases HFI (1)	0.04	%	0.04	%	0.04	%	0.04	%	0.04	%

Applicable ratios are annualized.

(1) This asset quality ratio has been adjusted to remove the impact of government guaranteed mortgage loans and PCI. Management believes the inclusion of such assets in this asset quality ratio results in distortion of this ratio such that it might not be reflective of asset collectability or might not be comparable to other periods presented or to other portfolios that do not have government guarantees or were not impacted by PCI accounting requirements.

The following table presents activity related to NPAs:

Table 10: Rollforward of NPAs
(Dollars in millions)	2019			2018
Balance, January 1	$	585		$	627
New NPAs	294			363
Advances and principal increases	64			89
Disposals of foreclosed assets (1)	(122		)	(119		)
Disposals of NPLs (2)	(30		)	(33		)
Charge-offs and losses	(71		)	(64		)
Payments	(106		)	(152		)
Transfers to performing status	(30		)	(41		)
Other, net	—			(1		)
Ending balance, March 31	$	584		$	669

(1)  Includes charge-offs and losses recorded upon sale of $58 million and $23 million for the three months ended March 31, 2019 and 2018, respectively.

(2) Includes charge-offs and losses recorded upon sale of $6 million and $10 million for the three months ended March 31, 2019 and 2018, respectively.

TDRs occur when a borrower is experiencing, or is expected to experience, financial difficulties in the near-term and a concession has been granted to the borrower. As a result, BB&T will work with the borrower to prevent further difficulties and ultimately improve the likelihood of recovery on the loan. To facilitate this process, a concessionary modification that would not otherwise be considered may be granted, resulting in classification of the loan as a TDR.

The following table provides a summary of performing TDR activity: 

42 BB&T Corporation

Table 11: Rollforward of Performing TDRs
(Dollars in millions)	2019			2018
Balance, January 1	$	1,119		$	1,043
Inflows	152			133
Payments and payoffs	(55		)	(42		)
Charge-offs	(16		)	(17		)
Transfers to nonperforming TDRs, net	(19		)	(27		)
Removal due to the passage of time	(14		)	(14		)
Non-concessionary re-modifications	(4		)	(5		)
Transferred to LHFS and/or sold	(33		)	(29		)
Balance, March 31	$	1,130		$	1,042

The following table provides further details regarding the payment status of TDRs outstanding at March 31, 2019:

Table 12: Payment Status of TDRs (1)
March 31, 2019 (Dollars in millions)	Current				Past Due 30-89 Days				Past Due 90 Days Or More				Total
Performing TDRs:
Commercial:
Commercial and industrial	$	62	98.4	%	$	1	1.6	%	$	—	—	%	$	63
CRE	9		100.0		—		—		—		—		9
Retail:
Residential mortgage	384		57.4		121		18.1		164		24.5		669
Direct	52		96.3		2		3.7		—		—		54
Indirect	261		85.3		45		14.7		—		—		306
Revolving credit	25		86.3		3		10.3		1		3.4		29
Total performing TDRs	793		70.2		172		15.2		165		14.6		1,130
Nonperforming TDRs	85		47.8		13		7.3		80		44.9		178
Total TDRs	$	878	67.2		$	185	14.1		$	245	18.7		$	1,308

(1) Past due performing TDRs are included in past due disclosures and nonperforming TDRs are included in NPL disclosures.

BB&T Corporation 43

ACL

Activity related to the ACL is presented in the following tables:

Table 13: Activity in ACL
	As of / For The Three Months Ended
(Dollars in millions)	Mar 31, 2019			Dec 31, 2018			Sep 30, 2018			Jun 30, 2018			Mar 31, 2018
Balance, beginning of period	$	1,651		$	1,648		$	1,640		$	1,614		$	1,609
Provision for credit losses (excluding PCI loans)	156			147			141			142			153
Provision (benefit) for PCI loans	(1		)	(1		)	(6		)	(7		)	(3		)
Charge-offs:
Commercial and industrial	(17		)	(18		)	(28		)	(23		)	(23		)
CRE	(8		)	(5		)	—			(2		)	(6		)
Lease financing	(1		)	(1		)	(1		)	(1		)	(1		)
Residential mortgage	(5		)	(8		)	(4		)	(5		)	(4		)
Direct	(18		)	(18		)	(17		)	(17		)	(19		)
Indirect	(109		)	(108		)	(94		)	(82		)	(107		)
Revolving credit	(26		)	(22		)	(20		)	(21		)	(21		)
PCI	—			—			(2		)	—			—
Total charge-offs	(184		)	(180		)	(166		)	(151		)	(181		)
Recoveries:
Commercial and industrial	6			7			13			11			8
CRE	1			4			1			1			2
Lease financing	—			—			—			1			—
Residential mortgage	1			1			—			1			—
Direct	6			5			6			6			6
Indirect	17			15			15			17			15
Revolving credit	6			5			4			5			5
Total recoveries	37			37			39			42			36
Net charge-offs	(147		)	(143		)	(127		)	(109		)	(145		)
Balance, end of period	$	1,659		$	1,651		$	1,648		$	1,640		$	1,614
ALLL (excluding PCI loans)	$	1,553		$	1,549		$	1,528		$	1,512		$	1,473
ALLL for PCI loans	8			9			10			18			25
RUFC	98			93			110			110			116
Total ACL	$	1,659		$	1,651		$	1,648		$	1,640		$	1,614

The ACL consists of the ALLL, which is presented separately on the Consolidated Balance Sheets, and the RUFC, which is included in other liabilities on the Consolidated Balance Sheets. The ACL totaled $1.7 billion at March 31, 2019, up $8 million compared to December 31, 2018.

The ALLL, excluding PCI, was $1.6 billion, up $4 million compared to December 31, 2018. The allowance for PCI loans was $8 million, down $1 million compared to December 31, 2018. As of March 31, 2019, the total allowance for loan and lease losses was 1.05% of loans and leases held for investment, unchanged compared to December 31, 2018. These amounts include acquired loans, which were marked to fair value and did not receive an ALLL at the acquisition date.

The ALLL was 2.97 times NPLs held for investment, compared to 2.99 times at December 31, 2018. At March 31, 2019, the ALLL was 2.62 times annualized quarterly net charge-offs, compared to 2.98 times annual net-charge-offs at December 31, 2018.

Net charge-offs during the first quarter of 2019 totaled $147 million, or 0.40% of average loans and leases, down one basis point compared to the first quarter of 2018.

44 BB&T Corporation

The following table presents an allocation of the ALLL at the periods shown. This allocation of the ALLL is calculated on an approximate basis and is not necessarily indicative of future losses or allocations. The entire amount of the allowance is available to absorb losses occurring in any category of loans and leases.

Table 14: Allocation of ALLL by Category
	March 31, 2019				December 31, 2018
(Dollars in millions)	Amount		% Loans in each category		Amount		% Loans in each category
Commercial and industrial	$	548	41.5	%	$	546	41.5	%
CRE	196		14.0		190		14.1
Lease financing	11		1.4		11		1.4
Residential mortgage	225		21.2		232		21.1
Direct	96		7.7		97		7.8
Indirect	358		11.8		356		11.7
Revolving credit	119		2.1		117		2.1
PCI	8		0.3		9		0.3
Total ALLL	1,561		100.0	%	1,558		100.0	%
RUFC	98				93
Total ACL	$	1,659			$	1,651

BB&T monitors the performance of its home equity loans and lines secured by second liens similarly to other consumer loans and utilizes assumptions specific to these loans in determining the necessary ALLL. BB&T also receives notification when the first lien holder, whether BB&T or another financial institution, has initiated foreclosure proceedings against the borrower. When notified that the first lien is in the process of foreclosure, BB&T obtains valuations to determine if any additional charge-offs or reserves are warranted. These valuations are updated at least annually thereafter.

BB&T has limited ability to monitor the delinquency status of the first lien, unless the first lien is held or serviced by BB&T. As a result, using migration assumptions that are based on historical experience and adjusted for current trends, BB&T estimates the volume of second lien positions where the first lien is delinquent and adjusts the ALLL to reflect the increased risk of loss on these credits. Finally, BB&T also provides additional reserves for second lien positions when the estimated combined current loan to value ratio for the credit exceeds 100%. As of March 31, 2019, BB&T held or serviced the first lien on 29.7% of its second lien positions.

Funding Activities

Deposits

Deposits totaled $159.8 billion at March 31, 2019, a decrease of $1.4 billion from December 31, 2018, primarily due to a decline in commercial time deposits.

The following table presents the most recent composition of average deposits:

Table 15: Composition of Average Deposits
Three Months Ended (Dollars in millions)	Mar 31, 2019		Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Mar 31, 2018
Noninterest-bearing deposits	$	52,283	$	53,732	$	54,174	$	53,963	$	53,396
Interest checking	27,622		26,921		26,655		26,969		27,270
Money market and savings	63,325		62,261		62,957		62,105		61,690
Time deposits	16,393		14,682		13,353		13,966		13,847
Foreign office deposits - interest-bearing	422		246		132		673		935
Total average deposits	$	160,045	$	157,842	$	157,271	$	157,676	$	157,138

Average deposits for the first quarter of 2019 were $160.0 billion, up $2.2 billion compared to the prior quarter. Average noninterest-bearing deposits decreased $1.4 billion, reflecting seasonality and decreases in commercial balances.

Average interest checking increased $701 million primarily due to increases in commercial and public fund balances. Average money market and savings deposits increased $1.1 billion primarily due to increases in personal and commercial balances. Average time deposits increased $1.7 billion primarily due to an increase in commercial balances. Average foreign office deposits increased $176 million due to changes in the overall funding mix.

BB&T Corporation 45

Noninterest-bearing deposits represented 32.7% of total average deposits for the first quarter, compared to 34.0% for the prior quarter and the same quarter a year ago. The cost of total deposits was 0.64% for the first quarter, up 12 basis points compared to the prior quarter. The cost of interest-bearing deposits was 0.95% for the first quarter, up 17 basis points compared to the prior quarter.

Borrowings

At March 31, 2019, short-term borrowings totaled $6.3 billion, an increase of $1.1 billion compared to December 31, 2018. Short-term borrowings fluctuate based on the Company's funding needs. Average short-term borrowings were $5.6 billion or 2.5% of total funding on average in the first quarter of 2019 as compared to $5.5 billion or 2.5% in the same period of 2018.

Long-term debt provides funding and, to a lesser extent, regulatory capital, and primarily consists of senior and subordinated notes issued by BB&T and Branch Bank. Long-term debt totaled $24.7 billion at March 31, 2019, an increase of $1.0 billion compared to December 31, 2018. The corporation issued $1.4 billion of senior notes and $650 million of subordinated notes, which was partially offset by the maturity of $1.1 billion of senior notes. The average cost of long-term debt was 3.30% in the first quarter of 2019, up 11 basis points compared to the fourth quarter of 2018.

FHLB advances represented 7.1% of total outstanding long-term debt at March 31, 2019, compared to 7.4% at December 31, 2018. See Note 9. Long-Term Debt for additional disclosures.

Shareholders' Equity

Total shareholders' equity was $30.9 billion at March 31, 2019, an increase of $705 million from December 31, 2018. Significant additions include net income of $798 million and an increase in AOCI of $294 million, which was partially offset by a decrease of $352 million for common and preferred dividends. BB&T's book value per common share at March 31, 2019 was $36.26, compared to $35.46 at December 31, 2018.

Risk Management

BB&T has a strong and consistent risk culture, based on established risk values, which promotes predictable and consistent performance within an environment of open communication and effective challenge. The strong culture influences all associates in the organization daily and helps them evaluate whether risks are acceptable or unacceptable while making decisions that balance quality, profitability and growth appropriately. BB&T's effective risk management framework establishes an environment which enables it to achieve superior performance relative to peers, ensures that BB&T is viewed among the safest of banks and assures the operational freedom to act on opportunities.

BB&T ensures that there is an appropriate return for the amount of risk taken, and that the expected return is in line with its strategic objectives and business plan. Risk-taking activities are evaluated and prioritized to identify those that present attractive risk-adjusted returns while preserving asset value. BB&T only undertakes risks that are understood and can be managed effectively. By managing risk well, BB&T ensures sufficient capital is available to maintain and grow core business operations in a safe and sound manner.

Regardless of financial gain or loss to the Company, associates are held accountable if they do not follow the established risk management policies and procedures. Compensation decisions take into account an associate's adherence to, and successful implementation of, BB&T's risk values. The compensation structure supports the Company's core values and sound risk management practices in an effort to promote judicious risk-taking behavior.

BB&T's risk culture encourages transparency and open dialogue between all levels in the performance of organizational functions, such as the development, marketing and implementation of a product or service.

The principal types of inherent risk include compliance, credit, liquidity, market, operational, cyber security, model, reputation and strategic risks. Refer to BB&T's Annual Report on Form 10-K for the year ended December 31, 2018 for disclosures related to each of these risks under the section titled "Risk Management."

Market Risk Management

The effective management of market risk is essential to achieving BB&T's strategic financial objectives. As a financial institution, BB&T's most significant market risk exposure is interest rate risk in its balance sheet; however, market risk also includes product liquidity risk, price risk and volatility risk in BB&T's BUs. The primary objectives of market risk management are to minimize any adverse effect that changes in market risk factors may have on net interest income, net income and capital and to offset the risk of price changes for certain assets recorded at fair value. At BB&T, market risk management also includes the enterprise-wide IPV function.

46 BB&T Corporation

Interest Rate Market Risk (Other than Trading)

BB&T actively manages market risk associated with asset and liability portfolios with a focus on the strategic pricing of asset and liability accounts and management of appropriate maturity mixes of assets and liabilities. The goal of these activities is the development of appropriate maturity and repricing opportunities in BB&T's portfolios of assets and liabilities that will produce reasonably consistent net interest income during periods of changing interest rates. These portfolios are analyzed for proper fixed-rate and variable-rate mixes under various interest rate scenarios.

The asset/liability management process is designed to achieve relatively stable NIM and assure liquidity by coordinating the volumes, maturities or repricing opportunities of earning assets, deposits and borrowed funds. Among other things, this process gives consideration to prepayment trends related to securities, loans and leases and certain deposits that have no stated maturity. Prepayment assumptions are developed using a combination of market data and internal historical prepayment experience for residential mortgage-related loans and securities, and internal historical prepayment experience for client deposits with no stated maturity and loans that are not residential mortgage related. These assumptions are subject to monthly review and adjustment, and are modified as deemed necessary to reflect changes in interest rates relative to the reference rate of the underlying assets or liabilities. On a monthly basis, BB&T evaluates the accuracy of its Simulation model, which includes an evaluation of its prepayment assumptions, to ensure that all significant assumptions inherent in the model appropriately reflect changes in the interest rate environment and related trends in prepayment activity. It is the responsibility of the MRLCC to determine and achieve the most appropriate volume and mix of earning assets and interest-bearing liabilities, as well as to ensure an adequate level of liquidity and capital, within the context of corporate performance goals. The MRLCC also sets policy guidelines and establishes long-term strategies with respect to interest rate risk exposure and liquidity. The MRLCC meets regularly to review BB&T's interest rate risk and liquidity positions in relation to present and prospective market and business conditions, and adopts funding and balance sheet management strategies that are intended to ensure that the potential impacts on earnings and liquidity as a result of fluctuations in interest rates are within acceptable tolerance guidelines.

BB&T uses derivatives primarily to manage economic risk related to securities, commercial loans, MSRs and mortgage banking operations, long-term debt and other funding sources. BB&T also uses derivatives to facilitate transactions on behalf of its clients. As of March 31, 2019, BB&T had derivative financial instruments outstanding with notional amounts totaling $73.0 billion, with a net fair value of $158 million. See Note 16. Derivative Financial Instruments for additional disclosures.

The majority of BB&T's assets and liabilities are monetary in nature and, therefore, differ from most commercial and industrial companies that have significant investments in fixed assets or inventories. Fluctuations in interest rates and actions of the FRB to regulate the availability and cost of credit have a greater effect on a financial institution's profitability than do the effects of higher costs for goods and services. Through its balance sheet management function, which is monitored by the MRLCC, management believes that BB&T is positioned to respond to changing needs for liquidity, changes in interest rates and inflationary trends.

Management uses the Simulation to measure the sensitivity of projected earnings to changes in interest rates. The Simulation projects net interest income and interest rate risk for a rolling two-year period of time. The Simulation takes into account the current contractual agreements that BB&T has made with its customers on deposits, borrowings, loans, investments and commitments to enter into those transactions. Furthermore, the Simulation considers the impact of expected customer behavior. Management monitors BB&T's interest sensitivity by means of a model that incorporates the current volumes, average rates earned and paid, and scheduled maturities and payments of asset and liability portfolios, together with multiple scenarios that include projected prepayments, repricing opportunities and anticipated volume growth. Using this information, the model projects earnings based on projected portfolio balances under multiple interest rate scenarios. This level of detail is needed to simulate the effect that changes in interest rates and portfolio balances may have on the earnings of BB&T. This method is subject to the accuracy of the assumptions that underlie the process, but management believes that it provides a better illustration of the sensitivity of earnings to changes in interest rates than other analyses such as static or dynamic gap. In addition to the Simulation, BB&T uses EVE analysis to focus on projected changes in asset and liability values given potential changes in interest rates. This measure also allows BB&T to analyze interest rate risk that falls outside the analysis window contained in the Simulation. The EVE model is a discounted cash flow of the portfolio of assets, liabilities, and derivative instruments. The difference in the present value of assets minus the present value of liabilities is defined as the economic value of equity.

The asset/liability management process requires a number of key assumptions. Management determines the most likely outlook for the economy and interest rates by analyzing external factors, including published economic projections and data, the effects of likely monetary and fiscal policies, as well as any enacted or prospective regulatory changes. BB&T's current and prospective liquidity position, current balance sheet volumes and projected growth, accessibility of funds for short-term needs and capital maintenance are also considered. This data is combined with various interest rate scenarios to provide management with the information necessary to analyze interest sensitivity and to aid in the development of strategies to reach performance goals.

The following table shows the effect that the indicated changes in interest rates would have on net interest income as projected for the next twelve months assuming a gradual change in interest rates as described below. Key assumptions in the preparation of the table include prepayment speeds of mortgage-related and other assets, cash flows and maturities of derivative financial instruments, loan volumes and pricing, deposit beta, customer preferences and capital plans. The resulting change in net interest income reflects the level of interest rate sensitivity that income has in relation to the investment, loan and deposit portfolios.

BB&T Corporation 47

Table 16: Interest Sensitivity Simulation Analysis
Interest Rate Scenario					Annualized Hypothetical Percentage Change in Net Interest Income
Linear Change in Prime Rate	Prime Rate
	Mar 31, 2019		Mar 31, 2018		Mar 31, 2019		Mar 31, 2018
Up 200	7.50	%	6.75	%	1.33	%	3.76	%
Up 100	6.50		5.75		1.04		2.40
No Change	5.50		4.75		—		—
Down 100	4.50		3.75		(3.89	)	(5.64	)
Down 200	3.50		N/A		(7.25	)	N/A

Rate sensitivity decreased from March 31, 2018, primarily driven by loan and deposit mix changes partially offset by higher balances of fixed rate long-term debt.

Management considers how the balance sheet and interest rate risk position could be impacted by changes in balance sheet mix. Liquidity in the banking industry has been very strong during the current economic cycle. Much of this liquidity increase has been due to a significant increase in noninterest-bearing demand deposits. Consistent with the industry, Branch Bank has seen a significant increase in this funding source. The behavior of these deposits is one of the most important assumptions used in determining the interest rate risk position of BB&T. A loss of these deposits in the future would reduce the asset sensitivity of BB&T's balance sheet as the Company increases interest-bearing funds to offset the loss of this advantageous funding source.

Beta represents the correlation between overall market interest rates and the rates paid by BB&T on interest-bearing deposits. BB&T applies an average deposit beta of approximately 55% to its non-maturity interest-bearing deposit accounts for determining its interest rate sensitivity. Non-maturity interest-bearing deposit accounts include interest checking accounts, savings accounts and money market accounts that do not have a contractual maturity. The actual deposit beta on non-maturity interest-bearing deposits has been less than 40% since rates began to rise in December 2015. BB&T regularly conducts sensitivity on other key variables to determine the impact they could have on the interest rate risk position. This allows BB&T to evaluate the likely impact on its balance sheet management strategies due to a more extreme variation in a key assumption than expected.

The following table shows the results of BB&T's interest-rate sensitivity position assuming the loss of demand deposits and an associated increase in managed rate deposits under various scenarios. For purposes of this analysis, BB&T modeled the incremental beta for the replacement of the lost demand deposits at 100%.

Table 17: Deposit Mix Sensitivity Analysis
Linear Change in Rates	Base Scenario at March 31, 2019 (1)		Results Assuming a Decrease in Noninterest-Bearing Demand Deposits
			$1 Billion		$5 Billion
Up 200 bps	1.33	%	1.13	%	0.31	%
Up 100	1.04		0.91		0.40

(1) The base scenario is equal to the annualized hypothetical percentage change in net interest income at March 31, 2019 as presented in the preceding table.

If rates increased 200 basis points, BB&T could absorb the loss of $6.5 billion, or 12.3%, of noninterest-bearing deposits and replace them with managed rate deposits with a beta of 100% before becoming neutral to interest rate changes.

The following table shows the effect that the indicated changes in interest rates would have on EVE. Key assumptions in the preparation of the table include prepayment speeds of mortgage-related and other assets, cash flows and maturities of derivative financial instruments, loan volumes and pricing and deposit sensitivity.

Table 18: EVE Simulation Analysis
Change in Interest Rates	EVE/Assets		Hypothetical Percentage Change in EVE
	Mar 31, 2019	Mar 31, 2018	Mar 31, 2019		Mar 31, 2018
Up 100	11.9	12.4	1.1		(2.2	)
No Change	11.8	12.7	—		—
Down 100	10.5	12.3	(11.0	)	(3.5	)

48 BB&T Corporation

Market Risk from Trading Activities

BB&T also manages market risk from trading activities which consists of acting as a financial intermediary to provide its customers access to derivatives, foreign exchange and securities markets. Trading market risk is managed through the use of statistical and non-statistical risk measures and limits. BB&T utilizes a historical VaR methodology to measure and aggregate risks across its covered trading BUs. This methodology uses two years of historical data to estimate economic outcomes for a one-day time horizon at a 99% confidence level. The average 99% one-day VaR and the maximum daily VaR for the three months ended March 31, 2019 and 2018, respectively, were each less than $1 million. Market risk disclosures under Basel II.5 are available in the Additional Disclosures section of the Investor Relations site on BBT.com.

Liquidity

Liquidity represents the continuing ability to meet funding needs, including deposit withdrawals, timely repayment of borrowings and other liabilities, and funding of loan commitments. In addition to the level of liquid assets, such as cash, cash equivalents and AFS securities, many other factors affect the ability to meet liquidity needs, including access to a variety of funding sources, maintaining borrowing capacity in national money markets, growing core deposits, the repayment of loans and the ability to securitize or package loans for sale. BB&T has the ability to utilize sources such as FHLB letters of credit to reduce the securities we have pledged.

BB&T monitors the ability to meet customer demand for funds under both normal and stressed market conditions. In considering its liquidity position, management evaluates BB&T's funding mix based on client core funding, client rate-sensitive funding and national markets funding. In addition, management also evaluates exposure to rate-sensitive funding sources that mature in one year or less. Management also measures liquidity needs against 30 days of stressed cash outflows for Branch Bank and BB&T. To ensure a strong liquidity position, management maintains a liquid asset buffer of cash on hand and highly liquid unpledged securities. BB&T follows the FRB's enhanced prudential standards for purposes of determining the liquid asset buffer. BB&T's policy is to use the greater of either 5% of total assets or a range of projected net cash outflows over a 30 day period. As of March 31, 2019 and December 31, 2018, BB&T's liquid asset buffer was 14.8% and 14.7%, respectively, of total assets.

BB&T is considered to be a "modified LCR" holding company. BB&T would be subject to full LCR requirements if its assets were to increase above $250 billion or if it were to be considered internationally active. In October 2018, the federal banking agencies proposed changes to applicability thresholds for liquidity requirements that would amend the full LCR such that BHC's with assets between $250 billion and $700 billion, and less than $75 billion in certain other risk related exposures, would be subject to a reduced full LCR. See additional disclosures in the "Regulatory Considerations" section.

BB&T produces LCR calculations to effectively manage the position of high-quality liquid assets and the balance sheet deposit mix to optimize BB&T's liquidity position. BB&T's preliminary modified average LCR was approximately 130% for the three months ended March 31, 2019, compared to the regulatory minimum for such entities of 100%, which puts BB&T in full compliance with the rule. The LCR can experience volatility due to issues like maturing debt rolling into the 30 day measurement period, or client inflows and outflows. The daily change in BB&T's modified LCR averaged less than 2% for the three months ended March 31, 2019 with a maximum daily change of approximately 7%.

BB&T routinely evaluates the impact of becoming subject to the full LCR requirement. This includes an evaluation of the changes to the balance sheet and investment strategy that would be necessary to comply with the requirement. Management does not currently expect the required changes to have a material impact on BB&T's financial condition or results of operations.

Parent Company

The purpose of the Parent Company is to serve as the primary source of capital for the operating subsidiaries. The Parent Company's assets primarily consist of cash on deposit with Branch Bank, equity investments in subsidiaries, advances to subsidiaries, accounts receivable from subsidiaries, and other miscellaneous assets. The principal obligations of the Parent Company are payments on long-term debt. The main sources of funds for the Parent Company are dividends and management fees from subsidiary, repayments of advances to subsidiaries, and proceeds from the issuance of equity and long-term debt. The primary uses of funds by the Parent Company are for investments in subsidiaries, advances to subsidiaries, dividend payments to common and preferred shareholders, retirement of common stock and payments on long-term debt.

The primary source of funds used for Parent Company cash requirements was dividends received from subsidiaries. See Note 15. Parent Company Financial Information of the Annual Report on Form 10-K for the year ended December 31, 2018 for additional information regarding dividends from subsidiaries and debt transactions.

BB&T Corporation 49

Liquidity at the Parent Company is more susceptible to market disruptions. BB&T prudently manages cash levels at the Parent Company to cover a minimum of one year of projected cash outflows which includes unfunded external commitments, debt service, common and preferred dividends and scheduled debt maturities without the benefit of any new cash infusions. Generally, BB&T maintains a significant buffer above the projected one year of cash outflows. In determining the buffer, BB&T considers cash requirements for common and preferred dividends, unfunded commitments to affiliates, being a source of strength to its banking subsidiary and being able to withstand sustained market disruptions that could limit access to the capital markets. At March 31, 2019 and December 31, 2018, the Parent Company had 36 months and 28 months, respectively, of cash on hand to satisfy projected contractual cash outflows, and 25 months and 19 months, respectively, taking into account common stock dividends.

Branch Bank

BB&T carefully manages liquidity risk at Branch Bank. Branch Bank's primary source of funding is customer deposits. Continued access to customer deposits is highly dependent on the confidence the public has in the stability of Branch Bank and its ability to return funds to the client when requested. BB&T maintains a strong focus on its reputation in the market to ensure continued access to client deposits. BB&T integrates its risk appetite into its overall risk management framework to ensure Branch Bank does not exceed its risk tolerance through its lending and other risk taking functions and thus risk becoming undercapitalized. BB&T believes that sufficient capital is paramount to maintaining the confidence of its depositors and other funds providers. BB&T has extensive capital management processes in place to ensure it maintains sufficient capital to absorb losses and maintain a highly capitalized position that will instill confidence in Branch Bank and allow continued access to deposits and other funding sources. Branch Bank monitors many liquidity metrics including funding concentrations, diversification, maturity distribution, contingent funding needs and ability to meet liquidity requirements under times of stress.

Branch Bank has several major sources of funding to meet its liquidity requirements, including access to capital markets through issuance of senior or subordinated bank notes and institutional CDs, access to the FHLB system, dealer repurchase agreements and repurchase agreements with commercial clients, access to the overnight and term Federal funds markets, use of a Cayman branch facility, access to retail brokered CDs and a borrower in custody program with the FRB for the discount window. At March 31, 2019, Branch Bank has approximately $83.1 billion of secured borrowing capacity, which represents approximately 5.5 times the amount of one year wholesale funding maturities.

Contractual Obligations, Commitments, Contingent Liabilities and Off-Balance Sheet Arrangements

Refer to BB&T's Annual Report on Form 10-K for the year ended December 31, 2018 for discussion with respect to BB&T's quantitative and qualitative disclosures about its fixed and determinable contractual obligations. Additional disclosures about BB&T's contractual obligations, commitments and derivative financial instruments are included in Note 14. Commitments and Contingencies, Note 15. Fair Value Disclosures and Note 16. Derivative Financial Instruments.

Capital

The maintenance of appropriate levels of capital is a management priority and is monitored on a regular basis. BB&T's principal goals related to the maintenance of capital are to provide adequate capital to support BB&T's risk profile consistent with the Board-approved risk appetite, provide financial flexibility to support future growth and client needs, comply with relevant laws, regulations, and supervisory guidance, achieve optimal credit ratings for BB&T and its subsidiaries and provide a competitive return to shareholders. Risk-based capital ratios, which include CET1 capital, Tier 1 capital and Total capital are calculated based on regulatory guidance related to the measurement of capital and risk-weighted assets.

BB&T regularly performs stress testing on its capital levels and is required to periodically submit the company's capital plans to the banking regulators. On February 5, 2019, the FRB notified banks with less than $250 billion in assets that they will not need to participate in the 2019 supervisory stress test. However, as a result of the pending merger with SunTrust, BB&T is required to submit a joint supervisory stress test and capital plan in May 2019.

Management regularly monitors the capital position of BB&T on both a consolidated and bank-level basis. In this regard, management's overriding policy is to maintain capital at levels that are in excess of internal capital targets, which are above the regulatory "well capitalized" levels. Management has implemented stressed capital ratio minimum targets to evaluate whether capital ratios calculated with planned capital actions are likely to remain above minimums specified by the FRB for the annual CCAR. Breaches of stressed minimum targets prompt a review of the planned capital actions included in BB&T's capital plan. 

50 BB&T Corporation

Table 19: Capital Requirements Under Basel III
	Minimum Capital		Well-Capitalized		Minimum Capital Plus Capital Conservation Buffer		BB&T Targets
							Operating (1)		Stressed
CET1 capital to risk-weighted assets	4.5	%	6.5	%	7.0	%	8.5	%	6.0	%
Tier 1 capital to risk-weighted assets	6.0		8.0		8.5		10.0		7.5
Total capital to risk-weighted assets	8.0		10.0		10.5		12.0		9.5
Leverage ratio	4.0		5.0		N/A		8.0		5.5

(1) BB&T's goal is to maintain capital levels above all regulatory minimums.

While nonrecurring events or management decisions may result in the Company temporarily falling below its operating minimum guidelines for one or more of these ratios, it is management's intent to return to these targeted operating minimums within a reasonable period of time through capital planning. Such temporary decreases below the operating minimums shown above are not considered an infringement of BB&T's overall capital policy, provided a return above the minimums is forecasted to occur within a reasonable time period.

BB&T's capital ratios are presented in the following table:

Table 20: Capital Ratios - BB&T Corporation
(Dollars in millions, except per share data, shares in thousands)	Mar 31, 2019			Dec 31, 2018
Risk-based:	(preliminary)
CET1 capital to risk-weighted assets	10.3		%	10.2		%
Tier 1 capital to risk-weighted assets	11.9			11.8
Total capital to risk-weighted assets	14.2			13.8
Leverage ratio	10.1			9.9
Non-GAAP capital measure (1):
Tangible common equity per common share	$	22.78		$	21.89
Calculation of tangible common equity (1):
Total shareholders' equity	$	30,883		$	30,178
Less:
Preferred stock	3,053			3,053
Noncontrolling interests	60			56
Intangible assets, net of deferred taxes	10,326			10,360
Tangible common equity	$	17,444		$	16,709
Risk-weighted assets	$	183,377		$	181,260
Common shares outstanding at end of period	765,920			763,326

(1) Tangible common equity and related measures are non-GAAP measures that exclude the impact of intangible assets, net of deferred taxes, and their related amortization. These measures are useful for evaluating the performance of a business consistently, whether acquired or developed internally. BB&T's management uses these measures to assess the quality of capital and returns relative to balance sheet risk and believes investors may find them useful in their analysis of the Corporation. These capital measures are not necessarily comparable to similar capital measures that may be presented by other companies.

Capital levels remained strong at March 31, 2019. BB&T declared common dividends of $0.405 per share during the first quarter of 2019, which resulted in dividend and total payout ratios of 41.3%. As previously communicated, BB&T has suspended its share repurchases under the 2018 Repurchase Plan until after the completion of the merger of equals.

BB&T Corporation 51

Share Repurchase Activity

Table 21: Share Repurchase Activity
(Dollars in millions, except per share data, shares in thousands)	Total Shares Repurchased (1)	Average Price Paid Per Share (2)		Total Shares Repurchased Pursuant to Publicly-Announced Plan (3)	Maximum Remaining Dollar Value of Shares Available for Repurchase Pursuant to Publicly-Announced Plan
January 2019	1	$	49.14	—	$	1,125
February 2019	26	51.41		—	1,125
March 2019	48	50.13		—	1,125
Total	75	50.56		—

(1) Includes shares exchanged or surrendered in connection with the exercise of equity-based awards under BB&T's equity-based compensation plans.

(2) Excludes commissions.

(3) Pursuant to the 2018 Repurchase Plan, announced on June 28, 2018, which authorized up to $1.7 billion of share repurchases over the one-year period ending June 30, 2019.

52 BB&T Corporation

Critical Accounting Policies

The accounting and reporting policies of BB&T are in accordance with GAAP and conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. BB&T's financial position and results of operations are affected by management's application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Different assumptions in the application of these policies could result in material changes in the consolidated financial position and/or consolidated results of operations and related disclosures. The more critical policies include accounting for the ACL, determining fair value of financial instruments, intangible assets, and costs and benefit obligations associated with pension and postretirement benefit plans. Understanding BB&T's accounting policies is fundamental to understanding the consolidated financial position and consolidated results of operations. The critical accounting policies are discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in BB&T's Annual Report on Form 10-K for the year ended December 31, 2018. Significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in Note 1. Basis of Presentation in Form 10-K for the year ended December 31, 2018. Additional disclosures regarding the effects of new accounting pronouncements are included in the Note 1. Basis of Presentation included herein. There have been no other changes to the significant accounting policies during 2019.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the management of the Company, under the supervision and with the participation of the Company's CEO and CFO, carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the CEO and CFO concluded that the Company's disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to the Legal Proceeding section in Note 14. Commitments and Contingencies, which is incorporated by reference into this item.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in BB&T's Annual Report on Form 10-K for the year ended December 31, 2018. Additional risks and uncertainties not currently known to BB&T or that management has deemed to be immaterial also may materially adversely affect BB&T's business, financial condition, and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Refer to the Share Repurchase Activity section in the Management's Discussion and Analysis of Financial Condition and Results of Operations section, which is incorporated by reference into this item.

BB&T Corporation 53

ITEM 6. EXHIBITS

Exhibit No.	Description	Location
2.1**	Agreement and Plan of Merger, dated as of February 7, 2019, by and between SunTrust Banks, Inc. and BB&T Corporation.	Incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed February 13, 2019.
3.1	Bylaws of the Registrant, as amended and restated January 29, 2019.	Incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed January 29, 2019.
10.1*	Form of Restricted Stock Unit Agreement (Non-Employee Directors) for the BB&T 2012 Incentive Plan (effective 2019).	Filed herewith.
10.2*	Form of LTIP Award Agreement for the BB&T Corporation 2012 Incentive Plan (effective 2019).	Filed herewith.
10.3*	Form of Performance Unit Award Agreement for the BB&T Corporation 2012 Incentive Plan (effective 2019).	Filed herewith.
10.4*	Amended and Restated Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Kelly S. King dated as of February 7, 2019.	Incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed February 13, 2019.
10.5*	Form of Notice of Term Non-Renewal under Employment Agreements	Incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed March 6, 2019.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
101.INS	XBRL Instance Document.	Filed herewith.
101.SCH	XBRL Taxonomy Extension Schema.	Filed herewith.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.	Filed herewith.
101.LAB	XBRL Taxonomy Extension Label Linkbase.	Filed herewith.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.	Filed herewith.
101.DEF	XBRL Taxonomy Definition Linkbase.	Filed herewith.
*    Management compensatory plan or arrangement.
**    Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

54 BB&T Corporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		BB&T CORPORATION (Registrant)
Date:	April 29, 2019	By:	/s/ Daryl N. Bible
			Daryl N. Bible
			Senior Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)
Date:	April 29, 2019	By:	/s/ Cynthia B. Powell
			Cynthia B. Powell
			Executive Vice President and Corporate Controller
			(Principal Accounting Officer)

BB&T Corporation 55

EX-10.1

Exhibit 10.1

BB&T CORPORATION
2012 INCENTIVE PLAN

Restricted Stock Unit Agreement

(Non-Employee Directors)

Grant Date:	February 26, 2019
Date Vested (Subject to Section 3):	December 31, 2019

THIS AGREEMENT (the “Agreement”), made effective as of February 26, 2019 (the “Grant Date”), between BB&T CORPORATION, a North Carolina corporation (“BB&T”), for itself and its Affiliates, and the Non-Employee Director (the “Participant”) specified in the above Notice of Grant and Agreement (the “Notice of Grant”), is made pursuant to and subject to the provisions of the BB&T Corporation 2012 Incentive Plan, as it may be amended and/or restated from time to time (the “Plan”).

RECITALS:

BB&T desires to carry out the purposes of the Plan by affording the Participant an opportunity to acquire shares of BB&T Common Stock, $5.00 par value per share (the “Common Stock”), as hereinafter provided.

In consideration of the foregoing, of the mutual promises set forth below and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.Incorporation of Plan. The rights and duties of BB&T and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. In the event of any conflict between the provisions in this Agreement and those of the Plan, the provisions of the Plan shall govern. Unless otherwise provided herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.

2.Grant of Restricted Stock Unit. Subject to the terms of this Agreement and the Plan, BB&T hereby grants the Participant a Restricted Stock Unit (the “Award”) for the number of whole shares of Common Stock (the “Shares”) specified in the Notice of Grant. The “Restriction Period” is the period beginning on the Grant Date and ending on such date or dates, and satisfaction of such conditions, as described in Section 3 and Section 4 herein. For the purposes herein, the Shares subject to the Award are units that will be reflected in a book account maintained by BB&T and that will be settled in whole shares of Common Stock, if and to the extent permitted pursuant to this Agreement and the Plan. Prior to distribution of the Shares upon vesting of the Award, the Award shall represent an unsecured obligation of BB&T, payable (if at all) only from BB&T’s general assets.

3.Vesting of Award. Subject to the terms of the Plan and this Agreement (including but not limited to the provisions of Section 4 and Section 5 herein), the Award shall become fully vested and earned on the earlier of (a) December 31, 2019, or (b) the “Effective Time” as that term is defined in the Agreement and Plan of Merger by and between SunTrust Banks, Inc. and BB&T Corporation dated February 7, 2019.

The Administrator has sole authority to determine whether and to what degree the Award has vested and is payable, and to interpret the terms and conditions of this Agreement and the Plan.

4.Termination of Service; Forfeiture of Award; Effect of Change of Control.

(a)Except as may be otherwise provided in the Plan or Section 4(b) of this Agreement, in the event that the service of the Participant as a Director terminates for any reason and the Award has not vested pursuant to Section 3, then the Award, to the extent not vested as of the Participant’s termination of service date, shall be forfeited immediately upon such termination of service, and the Participant shall have no further rights with respect to the Award or the Shares underlying the Award. The Administrator (or its designee, to the extent permitted under the Plan) shall have sole discretion to determine if a Participant’s rights have terminated pursuant to the Plan and this Agreement, including but not limited to the authority to determine the basis for the Participant’s termination of service. The Participant expressly acknowledges and agrees that, except as otherwise provided herein, the termination of the Participant’s service as a Director shall result in forfeiture of the Award and the underlying Shares to the extent the Award has not vested as of the Participant’s termination of service date. As used in this Agreement, the phrase “termination of service” means a “separation from service,” within the meaning of Section 409A, as a Director.

(b)Notwithstanding the provisions of Section 3 and Section 4(a), the following provisions shall apply if any of the following shall occur prior to December 31, 2019:

(i) Death. In the event that the Participant remains in the continuous service of BB&T or an Affiliate as a Director from the Grant Date until the Participant’s death, the Award shall become fully vested as of the date of death without regard to the vesting schedule set forth in Section 3 herein.

(ii) Disability. In the event that the Participant remains in the continuous service of BB&T or an Affiliate as a Director from the Grant Date until the date of the Participant’s disability (as determined by the Administrator or its designee in accordance with the Plan and, if applicable, Section 409A), the Award shall become fully vested as of the Participant’s date of termination of service as a Director on account of disability without regard to the vesting schedule set forth in Section 3 herein.

(iii)    Change of Control.

(A) In the event that there is “Change of Control,” as defined in Section 4(b)(iii)(B), of BB&T subsequent to the date hereof, the Award shall be payable in accordance with this Agreement and become fully vested as of the effective date of such event without regard to the vesting schedule set forth in Section 3 herein.

(B) For purposes of this Section 4(b)(iii), a “Change of Control” will be deemed to have occurred on the earliest of the following dates: (i) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), together with its affiliates, excluding employee benefit plans of BB&T and its Affiliates, is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3

promulgated under the Exchange Act) of securities of BB&T representing thirty percent (30%) or more of the combined voting power of BB&T’s then outstanding securities; or (ii) the date when, as a result of a tender offer or exchange offer for the purchase of securities of BB&T (other than such an offer by BB&T for its own securities), or as a result of a proxy contest, merger, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any consecutive twelve- (12-) month period during the Restriction Period of the Award constituted BB&T’s Board, plus new directors whose election or nomination for election by BB&T’s shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such twelve- (12-) month period (collectively, the “Continuing Directors”), cease for any reason during such twelve- (12-) month period to constitute at least two-thirds of the members of such board of directors; (iii) the date the shareholders of BB&T approve an agreement for the sale or disposition by BB&T of all or substantially all of BB&T’s assets within the meaning of Section 409A; or (iv) the date that any one person, or more than one person acting as a group, acquires ownership of stock of BB&T that, together with stock held by such person or group constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of BB&T within the meaning of Section 409A.

5.Settlement of Award and Distribution of Shares.

(a)Upon vesting, the Award shall be payable in a lump sum in whole shares of Common Stock. Fractional Shares shall not be issuable hereunder, and unless the Administrator determines otherwise, any such fractional Share shall be disregarded.

(b)Shares of Common Stock subject to the Award shall, upon vesting of the Award, be issued and distributed to the Participant (or, if the Participant is deceased, to the Participant’s beneficiary or beneficiaries) in a lump sum within two and one-half (2 ½) months after the end of the Restriction Period (provided that if such two and one-half (2 ½) month period begins in one calendar year and ends in another, the Participant (or the Participant’s beneficiary or beneficiaries) shall not have the right to designate the calendar year of payment).

6.No Right to Continued Service. Neither the Plan, the grant of the Award, nor any other action related to the Plan shall confer upon the Participant any right to continue in the service of BB&T or an Affiliate as a Director or in any other capacity or affect in any way with the right of BB&T or an Affiliate to terminate the Participant’s service at any time. Except as otherwise expressly provided in the Plan or this Agreement or as determined by the Administrator, all rights of the Participant with respect to the Award shall terminate upon termination of the service of the Participant with BB&T or an Affiliate. The grant of the Award does not create any obligation on the part of BB&T to grant any further Awards.

7.Nontransferability of Award and Shares. The Award shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession. The designation of a beneficiary in accordance with Plan procedures does not constitute a transfer; provided, however, that unless disclaimer provisions are specifically included in a beneficiary designation form accepted by the Administrator, no beneficiary of the Participant may disclaim the Award. The Participant shall not

sell, transfer, assign, pledge or otherwise encumber the Shares subject to the Award until the Restriction Period has expired and all conditions to vesting and distribution have been met.

8.Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations or agreements of BB&T with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement does not supersede or amend any existing confidentiality agreement, nonsolicitation agreement, noncompetition agreement, service agreement, or any other similar agreement between the Participant and BB&T or an Affiliate, including, but not limited to, any restrictive covenants contained in such agreements.

9.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the principles of conflicts of law, and in accordance with applicable United States federal laws.

10.Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended or terminated only by the written agreement of the parties hereto. The waiver by BB&T of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with applicable law or changes to applicable law (including but in no way limited to Section 409A and federal securities laws), and the Participant hereby consents to any such amendments to the Plan and this Agreement.

11.Issuance of Shares; Rights as Shareholder. The Participant and the Participant’s legal representatives, legatees or distributees shall not be deemed to be the holder of any Shares subject to the Award and shall not have any voting rights, dividend rights or other rights of a shareholder unless and until such Shares have been issued to the Participant or them. No Shares subject to the Award shall be issued at the time of grant of the Award. Shares subject to the Award shall be issued in the name of the Participant (or, if the Participant is deceased, in the name of the Participant’s beneficiary or beneficiaries) as soon as practicable after, and only to the extent that, the Award has vested and if such distribution is otherwise permitted under the terms of Section 5 herein. Neither dividends nor dividend equivalent rights shall be granted in connection with the Award, and the Award shall not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise provided under the Plan). No dividends on the Shares shall be payable prior to both (i) the vesting of the Award and (ii) the issuance and distribution of Shares to the Participant.

12.Withholding; Tax Matters; Fees.

(a)BB&T shall report all income and prior to the delivery or transfer of Shares or any other benefit conferred under the Plan, BB&T or its agent shall withhold all required local, state, federal, foreign and other income tax obligations and any other amount required to be withheld by any governmental authority or law and paid over by BB&T to such authority for the account of such recipient. In accordance with procedures established by the Administrator (including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation - Stock Compensation (Topic 718) dated March, 2016), the Participant may arrange to pay all applicable taxes in cash. In the event the Participant does not make such arrangements, such tax obligations shall be satisfied by the withholding of Shares to which the Participant is entitled. The number of Shares to be withheld shall have a Fair Market Value as of

the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied.

(b)BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or issuance, transfer or disposition of Shares (or any other benefit) pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award (including but not limited to the acquisition or disposition of the Shares subject to the Award) and that the Participant should consult a tax advisor prior to such acquisition or disposition. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

(c)All third party fees relating to the release, delivery, or transfer of any Award or Shares shall be paid by the Participant or other recipient. To the extent the Participant or other recipient is entitled to any cash payment from BB&T or any of its Affiliates, the Participant hereby authorizes the deduction of such fees from such payment(s) without further action or authorization of the Participant or other recipient; and to the extent the Participant or other recipient is not entitled to any such payments, the Participant or other recipient shall pay BB&T or its designee an amount equal to such fees immediately upon the third party’s charge of such fees.

13.Administration. The authority to construe and interpret this Agreement and the Plan, and to administer all aspects of the Plan, shall be vested in the Administrator, and the Administrator shall have all powers with respect to this Agreement as are provided in the Plan. Any interpretation of this Agreement by the Administrator and any decision made by it with respect to this Agreement is final and binding on the parties hereto.

14.Notices. Any and all notices under this Agreement shall be in writing and sent by hand delivery or by certified or registered mail (return receipt requested and first-class postage prepaid), in the case of BB&T, to its Human Systems Division, 200 West Second Street (27101), PO Box 1215, Winston-Salem, NC 27102, attention: Human Systems Division Manager, and in the case of the Participant, to the last known address of the Participant as reflected in BB&T’s records.

15.Severability. The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

16.Compliance with Laws; Restrictions on Award and Shares. BB&T may impose such restrictions on the Award and the Shares or other benefits underlying the Award as it may deem advisable, including without limitation restrictions under the federal securities laws, federal tax laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such Award or Shares. Notwithstanding any other provision in the Plan or this Agreement to the contrary, BB&T shall not be obligated to issue, deliver or transfer any shares of Common Stock, make any other distribution of benefits under the Plan, or take any other action, unless such delivery, distribution or action is in compliance with all applicable laws, rules and regulations (including but not limited to the requirements of the Securities Act). BB&T may cause a restrictive legend or legends to be placed on any Shares issued

pursuant to the Award in such form as may be prescribed from time to time by applicable laws and regulations or as may be advised by legal counsel.

17.Successors and Assigns. Subject to the limitations stated herein and in the Plan, this Agreement shall be binding upon and inure to the benefit of the Participant and the Participant’s executors, administrators and permitted transferees and beneficiaries and BB&T and its successors and assigns.

18.Counterparts; Further Instruments. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

19.Right of Offset. Notwithstanding any other provision of the Plan or this Agreement, subject to any applicable laws to the contrary, BB&T may reduce the amount of any benefit or payment otherwise payable to or on behalf of the Participant by the amount of any obligation of the Participant to BB&T or an Affiliate that is or becomes due and payable, and the Participant shall be deemed to have consented to such reduction; provided, however, that to the extent Section 409A is applicable, such offset shall not exceed the greater of Five Thousand Dollars ($5,000) or the maximum offset amount then permitted under Section 409A.

20.Adjustment of Award. The Administrator shall have authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting BB&T or any Affiliate, or the financial statements of BB&T or any Affiliate, or of changes in applicable laws, regulations or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable laws, rules or regulations.

IN WITNESS WHEREOF, BB&T and the Participant have entered into this Agreement effective as of the Grant Date. Should the Participant fail to acknowledge his or her electronic acceptance of this Agreement, this Agreement may become null and void as of the Grant Date and the Participant may forfeit any and all rights hereunder at the discretion of the Administrator.

EX-10.2

Exhibit 10.2

BB&T CORPORATION
2012 INCENTIVE PLAN

LTIP Award Agreement

(Senior Executive)

Name of Participant:	<<First Name>> <<MI>> <<Last Name>>
Grant Date:	February __, 2019
Performance Period:	January 1, 2019 through December 31, 2021

THIS AGREEMENT (the “Agreement”), made effective as of February __, 2019 (the “Grant Date”), between BB&T CORPORATION, a North Carolina corporation (“BB&T”), and <<First Name>> <<MI>> <<Last Name>>, an Employee (the “Participant”).

RECITALS:

BB&T desires to carry out the purposes of the BB&T Corporation 2012 Incentive Plan, as it may be amended and/or restated (the “Plan”), by affording the Participant a long-term incentive compensation opportunity as hereinafter provided.

In consideration of the foregoing, of the mutual promises set forth below and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.Incorporation of Plan. The rights and duties of BB&T and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. In the event of any conflict between the provisions in the Agreement and those of the Plan, the provisions of the Plan shall govern. Unless otherwise provided herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan. Notwithstanding the foregoing, as a result of changes to Section 162(m) by the Tax Cut and Jobs Act of 2017, the performance-based compensation provisions of Section 162(m) are inapplicable to this Agreement.

2.Performance Award. Subject to the terms of this Agreement and the Plan, BB&T hereby grants the Participant an LTIP Award (the “Award”) in accordance with the following provisions:

(a)Performance Period. The performance period (“Performance Period”) for the Award shall be January 1, 2019 through December 31, 2021.

(b)Partial Performance Period.

(i) (1) Death or Disability. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment due to death or Disability, the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Absolute Performance Goal and at least the Threshold Level of Achievement and the application of the TSR Modifier as provided in Section 2(c) and Exhibit A herein, and prorated to reflect such

Participant’s actual number of full months of employment during the Performance Period; provided that, for the avoidance of doubt, in the case of a Change of Control, the Performance Period shall end as of the date of the Change of Control and payment shall be made (for Participants who are not Employees on the date of the Change of Control), within two and one-half (2 ½) months following a Change of Control as provided in Section 5(b) herein, calculated as provided in Section 2(b)(i)(3) below. For the avoidance of doubt, the phrase “termination of employment” means a Separation from Service.

(2)    Involuntary Termination Without Cause and Retirement. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment (A) involuntarily by the Company and/or its Affiliates without Cause, or (B) due to Retirement, the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Absolute Performance Goal and at least the Threshold Level of Achievement and the application of the TSR Modifier as provided in Section 2(c) and Exhibit A herein, and prorated to reflect such Participant’s actual number of full months of employment during the Performance Period; provided that, for the avoidance of doubt, in the case of a Change of Control, the Performance Period shall end as of the date of the Change of Control and payment shall be made (for Participants who are not Employees on the date of the Change of Control), within two and one-half (2 ½) months following a Change of Control as provided in Section 5(b) herein, calculated as provided in Section 2(b)(i)(3) below. A termination shall be for “Cause” if the termination of the Participant’s employment by the Company and/or its Affiliates is on account of the Participant’s (x) dishonesty, theft or embezzlement; (y) refusal or failure to perform the Participant’s assigned duties for BB&T or an Affiliate in a satisfactory manner; or (z) engaging in any conduct that could be materially damaging to BB&T or its Affiliates without a reasonable good faith belief that such conduct was in the best interest of BB&T or any of its Affiliates. The determination of whether termination is for Cause shall be made by the Administrator (or its designee, to the extent permitted under the Plan), and its determination shall be final and conclusive. For the avoidance of doubt, the phrase “termination of employment” means a Separation from Service.

(3)    Change of Control. If, while the Participant is an Employee, there is a Change of Control during the Performance Period, the Performance Period shall, notwithstanding anything to the contrary elsewhere in this Agreement, end upon the date of the Change of Control and the Participant’s Award shall be paid within two and one-half (2 ½) months following a Change of Control as provided in Section 5(b) herein, calculated based on the Participant’s base salary received during the shortened Performance Period (that commenced on January 1, 2019, and ended on the date of the Change of Control) averaged over the original three (3) year Performance Period (“Averaged Base Salary”) as follows:

(aa)    the Participant’s Averaged Base Salary shall first be multiplied by the Participant’s Target % to arrive at a dollar amount (the “Product”);

(bb)     the Product shall then be divided by the number of months in the shortened Performance Period to arrive at a dollar amount (the “Quotient”);

(cc)     provided that the Absolute Performance Goal of Section 2(c)(i)(aa) is met for the completed calendar years during such shortened Performance Period (and if there are no completed calendar years during such shortened Performance Period, the Absolute Performance Goal of Section 2(c)(i)(aa) shall be deemed to be met), Participant’s Award shall be the sum of (1) and (2) as follows (and payable in accordance with Section 5(b) of this Agreement): (1) for completed calendar year(s) during the shortened Performance Period, an Award amount shall be calculated by multiplying the Quotient by the number of months in the completed calendar year(s) and then by the actual Level of Achievement attained during such completed calendar year(s) adjusted by the TSR Modifier for the completed calendar year(s) (and subject to the Maximum Award payment of 150% of the Participant’s Target %); and (2) for a partially completed calendar year in which a Change of Control occurs, an Award amount calculated by multiplying the Quotient by the number of months in the partially completed calendar year and then by the Target Level of Achievement for the Relative Performance Goal in Exhibit A.

(ii) (1)     For purposes of Section 2(b)(i)(3) above, a “Change of Control” will be deemed to have occurred on the earliest of the following dates: (A) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), together with its affiliates, excluding employee benefit plans of BB&T and its Affiliates, is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act) of securities of BB&T representing thirty percent (30%) or more of the combined voting power of BB&T’s then outstanding securities; or (B) the date when, as a result of a tender offer or exchange offer for the purchase of securities of BB&T (other than such an offer by BB&T for its own securities), or as a result of a proxy contest, merger, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any consecutive twelve- (12-) month period during the Performance Period of the Award constituted BB&T’s Board, plus new directors whose election or nomination for election by BB&T’s shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such twelve- (12-) month period (collectively, the “Continuing Directors”), cease for any reason during such twelve- (12-) month period to constitute at least two-thirds of the members of such board of directors; (C) the date the shareholders of BB&T approve an agreement for the sale or disposition by BB&T of all or substantially all of BB&T’s assets within the meaning of Section 409A; or (D) the date that any one person, or more than one person acting as a group, acquires ownership of stock of BB&T that, together with stock held by such person or group constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of BB&T within the meaning of Section 409A.

(2)    Notwithstanding Section 2(b)(i)(3) and (ii)(1) above, the term “Change of Control” shall not include any event that is a “Merger of Equals.” For purposes of the Plan and this Agreement, the term “Merger of Equals” means any event that would otherwise qualify as a Change of Control if the event (including, if applicable, the terms and conditions of the related agreements, exhibits, annexes, and similar documents) satisfies all of the following conditions as of the date of such event: (A) the Board of BB&T or, if applicable, a majority of the Continuing Directors has, prior to the change in control event, approved the event; (B) at least fifty percent (50%) of the common stock of the surviving corporation outstanding immediately after consummation of the event, together with at least fifty percent (50%) of the voting securities representing at least fifty percent (50%) of the combined voting power of all voting securities of the surviving corporation outstanding immediately after the event shall be owned, directly or indirectly, by the persons who were the owners, directly or indirectly, of the common stock and voting securities of BB&T immediately before the consummation of such event in substantially the same proportions as their respective direct or indirect ownership immediately before such event of the common stock and voting securities of BB&T, respectively; (C) at least fifty percent (50%) of the directors of the surviving corporation immediately after the event shall be composed of directors who were Directors or Continuing Directors immediately before the event; and (D) the person who was the Chief Executive Officer (“CEO”) of BB&T immediately before the event shall be the CEO of the surviving corporation immediately after the event. If a transaction constitutes a Merger of Equals, then, notwithstanding the provisions of Section 2(b)(i)(3) and (ii)(1) above, the vesting of the Award will not be accelerated due to the Merger of Equals, but the Award shall instead continue to vest, if at all, in accordance with the provisions of Sections 2, 3 and 4 herein.

(c)Performance Measures for Award. The pre-established three- (3-) year Performance Period’s Performance Measures (as defined in Section 2(c)(i) below) applicable to the Award, the Participant’s targeted percentage of the Participant’s average base salary during the Performance Period (“Participant’sTarget %”), Levels of Achievement, and the potential projected cash payout to the Participant, based upon the Level of Achievement, are as follows:

(i) Performance Measures and Relative TSR/TSR Modifier:

(aa)     Absolute Performance Goal: The average return on shareholders’ common equity for BB&T during the Performance Period determined in accordance with United States generally accepted accounting principles, as adjusted by BB&T (“BB&T ROCE”), must be at least three percent (3%), and if less than three percent (3%) there will not be an Award payout.

(bb)     Relative Performance Goal: If the Absolute Performance Goal is achieved, the next Performance Measure shall be BB&T ROCE relative to the average, by company, return on shareholders’ common equity, determined in accordance with United States generally accepted accounting principles, achieved by each company, as adjusted by BB&T, of the Peer Group

during the Performance Period (“Peer Group ROCE”).

(cc)    Relative TSR/TSR Modifier: After the Level of Achievement of the Relative Performance Goal is determined by the Administrator as provided in this Agreement, the Relative TSR and TSR Modifier shall be determined and applied in accordance with the TSR Modifier chart in Exhibit A attached hereto and made a part hereof. As used in this Agreement, “Relative Total Shareholder Return” and “Relative TSR” means BB&T’s total Common Stock shareholder return performance rank defined as a percentile for the Performance Period relative to the range of the Peer Group members’ total common stock shareholder return for the Performance Period. Total shareholder return for BB&T and each Peer Group member shall be calculated based upon BB&T’s Common Stock and the Peer Group members’ common stock appreciation during the Performance Period plus the value of dividends on the ex-dividend dates during the Performance Period on such stock (which dividends shall be deemed to have been reinvested in such underlying stock) and using a trailing twenty (20) trading day average stock price to determine both the Performance Period beginning stock price and the Performance Period ending stock price.

(ii) For purposes of the Relative Performance Goal of the Award, there shall be levels of achievement (“Levels of Achievement”), including, threshold (“Threshold”), target (“Target”), and maximum (“Maximum”). The Threshold Level of Achievement shall be a BB&T ROCE of the twenty-fifth (25^th) percentile of the Peer Group ROCE; the Target Level of Achievement shall be a BB&T ROCE of the fiftieth (50th) percentile of the Peer Group ROCE; and the Maximum Level of Achievement shall be a BB&T ROCE of the seventy-fifth (75^th) percentile of the Peer Group ROCE. The Levels of Achievement range from the Threshold Level of Achievement to the Maximum Level of Achievement as illustrated in the Level of Achievement Chart attached hereto as Exhibit A and made a part hereof.

(iii) For avoidance of doubt in the interpretation of the Exhibit A Level of Achievement Chart, there will not be an Award payout if the Threshold Level of Achievement is not attained for the Performance Period. If the Threshold Level of Achievement is attained for the Performance Period, the Award payout to the Participant will, subject to the TSR Modifier of Exhibit A, be fifty percent (50%) of the Participant’s Target %. If the Target Level of Achievement is attained for the Performance Period, the Award payout to the Participant will, subject to the TSR Modifier of Exhibit A, be one hundred percent (100%) of the Participant’s Target %. If the Maximum Level of Achievement is attained for the Performance Period, the Award payout to the Participant will, subject to the TSR Modifier of Exhibit A, be one hundred fifty percent (150%) of the Participant’s Target %.

(iv) The projected Award payout to the Participant, if either the Target Level of Achievement or if the Maximum Level of Achievement is attained for the

Performance Period, with potential Relative TSR at a fiftieth (50^th) percentile for a Target payout and at a seventy-fifth (75^th) percentile for a Maximum payout, is summarized in the following chart (with certain assumptions concerning the Participant’s base salary for 2019, 2020 and 2021):

2019 Base Salary1	2020 Base Salary1	2021 Base Salary1	Participant’s Target %	Target Payout (if Target Level of Achievement Attained and Relative TSR is 50th Percentile2	Maximum Payout (if Maximum Level of Achievement is Attained and Relative TSR is 75th Percentile or greater)2
$_________	$_________	$_________	_________%	$________________3	$____________3

(v) For purposes hereof, the term “Peer Group” means Capital One Financial Corporation; Bank of America Corporation; Fifth-Third Bancorp; Huntington Bancshares, Incorporated; KeyCorp; M&T Bank Corporation; PNC Financial Services Group, Inc.; Regions Financial Corporation; SunTrust Banks, Inc.; U.S. Bancorp; Wells Fargo & Company; and Citizens Financial Group, Inc.

3.Vesting of Award. Subject to the terms of the Plan and the Agreement (including but not limited to the provisions of Sections 2, 4 and 5 herein), the Award shall be one hundred percent (100%) vested and, to the extent any Award payout is determined by the Administrator, earned on January 1, 2022, following the December 31, 2021 expiration of the Performance Period, provided that the Administrator has not determined that all or any part of the Award shall be cancelled or forfeited as a result of either (i) a significant, negative risk outcome as a result of a corporate or individual action, or (ii) BB&T incurring an aggregate operating loss for the Performance Period. The Administrator has sole authority to determine whether and to what degree the Award has vested and is payable and to interpret the terms and conditions of this Agreement and the Plan.

4.Forfeiture of Award. Except as may be otherwise provided in the Plan or in this Agreement (including, without limitation, the provisions of Section 2(b) herein), in the event that the employment of the Participant with BB&T or an Affiliate terminates for any reason and the Award has not vested pursuant to Section 3, then the Award, to the extent not vested as of the Participant’s termination of employment date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award. The Administrator (or its designee, to the extent permitted under the Plan) shall have sole discretion to determine if a Participant’s rights have terminated pursuant to the Plan and this Agreement, including but not limited to the authority to determine the basis for the Participant’s termination of employment. The Participant expressly acknowledges and agrees that, except as otherwise provided in this Agreement, the termination of the Participant’s employment shall result in forfeiture of the Award and any underlying payout to the extent the Award has not vested as of the Participant’s termination of employment date.

________________________

1 Solely for illustration purposes, projections assume certain salary increases on April 1^st of each year. Projections do not reflect negative discretion reductions by the Administrator.

2 The projected payouts will change based upon the Participant’s actual base salary for 2019, 2020 and 2021.

3 Pursuant to the terms of the Plan, in the Administrator’s discretion the Award may be payable in cash, in shares of Common Stock, or in a combination of both.

5.Award Payout.

(a)The amount of the Award payout, if any, shall be determined by the Administrator following the end of the Performance Period in accordance with the terms of this Agreement and the Plan including, without limitation, all applicable adjustments to the calculation of the Performance Goals.

(b)The Award payout determined pursuant to Section 5(a) shall be payable, and paid, in cash, shares of Common Stock, or a combination of cash and shares of Common Stock, as determined by the Administrator in its sole discretion.

(c)Award payout shall, upon vesting of the Award, be made to the Participant (or in the event of the Participant’s death, to the Participant’s beneficiary or beneficiaries) in a lump sum within two and one-half (2 ½) months following the end of the Performance Period; or if a Change of Control occurs during the Performance Period, payment shall be made in a lump sum within two and one-half (2 ½) months following the Change of Control (provided that if such two and one-half (2 ½) month period begins in one calendar year and ends in another, the Participant (or the Participant’s beneficiary or beneficiaries) shall not have the right to designate the calendar year of payment).

6.No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any other action related to the Plan shall confer upon the Participant any right to continue in the employment or service of BB&T or an Affiliate or affect in any way with the right of BB&T or an Affiliate to terminate the Participant’s employment or service at any time. Except as otherwise expressly provided in the Plan or this Agreement or as determined by the Administrator, all rights of the Participant with respect to the Award shall terminate upon termination of the employment or service of the Participant with BB&T or an Affiliate. The grant of the Award does not create any obligation on the part of BB&T or an Affiliate to grant any further awards. So long as the Participant shall continue to be an Employee of BB&T or an Affiliate, the Award shall not be affected by any change in the duties or position of the Participant.

7.Nontransferability of Award and Shares. The Award, and any Award payout, shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession. The designation of a beneficiary in accordance with Plan procedures does not constitute a transfer; provided, however, that unless disclaimer provisions are specifically included in a beneficiary designation form accepted by the Administrator, no beneficiary of the Participant may disclaim the Award.

8.Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations or agreements of BB&T with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement does not supersede or amend any existing confidentiality agreement, nonsolicitation agreement, noncompetition agreement, employment agreement or any other similar agreement between the Participant and BB&T or an Affiliate, including, but not limited to, any restrictive covenants contained in such agreements.

9.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the principles of conflicts of law, and in accordance with applicable United States federal laws.

10.Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended or terminated only by the written agreement of the parties hereto. The waiver by BB&T of a breach of any provision of the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with applicable law or changes to applicable law (including but in no way limited to Section 409A and federal securities laws), and the Participant hereby consents to any such amendments to the Plan and this Agreement.

11.Issuance of Shares; Rights as Shareholder. The Participant and the Participant’s legal representatives, legatees or distributees shall not be deemed to be the holder of any Shares subject to the Award and shall not have any voting rights, dividend rights or other rights of a shareholder unless and until such Shares have been issued to the Participant or them. No Shares subject to the Award shall be issued at the time of grant of the Award. Shares subject to the Award shall be issued in the name of the Participant (or, if the Participant is deceased, in the name of the Participant’s beneficiary or beneficiaries) as soon as practicable after, and only to the extent that, the Award has vested and if such distribution is otherwise permitted under the terms of Section 5 herein. Neither dividends nor dividend equivalent rights shall be granted in connection with the Award, and the Award shall not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise provided under the Plan). No dividends on the Shares shall be payable prior to both (i) the vesting of the Award and (ii) the issuance and distribution of Shares to the Participant.

12.Withholding; Tax Matters.

(a)BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016.

(b)BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

13.Administration. The authority to construe and interpret this Agreement and the Plan, and to administer all aspects of the Plan, shall be vested in the Administrator, and the Administrator shall have all powers with respect to this Agreement as are provided in the Plan. Any interpretation of the Agreement by the Administrator and any decision made by it with respect to the Agreement are final and binding on the parties hereto.

14.Notices. Any and all notices under this Agreement shall be in writing and sent by hand delivery or by certified or registered mail (return receipt requested and first-class postage prepaid), in the case of BB&T, to its Human Systems Division, 200 West Second Street (27101), PO Box 1215, Winston-Salem, NC 27102, attention: Human Systems Division Manager, and in the case of the Participant, to the last known address of the Participant as reflected in BB&T’s records.

15.Severability. The provisions of this Agreement are severable; and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

16.Compliance with Laws; Restrictions on Award and Shares of Common Stock. BB&T may impose such restrictions on the Award and any shares of Common Stock relating to the payout of the Award as it may deem advisable, including without limitation restrictions under the federal securities laws, federal tax laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such Award or shares of Common Stock. Notwithstanding any other provision in the Plan or this Agreement to the contrary, BB&T shall not be obligated to issue, deliver or transfer any shares of Common Stock, make any other distribution of benefits under the Plan, or take any other action, unless such delivery, distribution or action is in compliance with all applicable laws, rules and regulations (including but not limited to the requirements of the Securities Act). BB&T may cause a restrictive legend or legends to be placed on any certificate for shares of Common Stock issued pursuant to the Award in such form as may be prescribed from time to time by applicable laws and regulations or as may be advised by legal counsel.

17.Successors and Assigns. Subject to the limitations stated herein and in the Plan, this Agreement shall be binding upon and inure to the benefit of the Participant and the Participant’s executors, administrators and permitted transferees and beneficiaries and BB&T and its successors and assigns.

18.Counterparts, Further Instruments. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

19.Right of Offset. Notwithstanding any other provision of the Plan or this Agreement, subject to any applicable laws to the contrary, BB&T may reduce the amount of any benefit or payment otherwise payable to or on behalf of the Participant by the amount of any obligation of the Participant to BB&T or an Affiliate that is or becomes due and payable, and the Participant shall be deemed to have consented to such reduction; provided, however, that to the extent Section 409A is applicable, such offset shall not exceed the greater of Five Thousand Dollars ($5,000) or the maximum offset amount then permitted under Section 409A.

20.Adjustment of Award.

(a)The Administrator shall have authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting BB&T or any Affiliate, or the financial

statements of BB&T or any Affiliate, or of changes in applicable laws, regulations or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable laws, rules or regulations.

(b)Notwithstanding anything contained in the Plan or elsewhere in this Agreement to the contrary, (i) the Administrator, in order to comply with applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act) and any risk management requirements and/or policies adopted by BB&T, retains the right at all times to decrease or terminate the Award and payments under the Plan, and any and all amounts payable under the Plan or paid under the Plan shall be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator as necessary to comply with applicable law and/or policies adopted by BB&T; and (ii) in the event any legislation, regulation(s), or formal or informal guidance require(s) any compensation payable under the Plan (including, without limitation, the Award) to be deferred, reduced, eliminated, or subjected to vesting, the Award shall be deferred, reduced, eliminated, paid in a different form or subjected to vesting or other restrictions as, and solely to the extent, required by such legislation, regulation(s), or formal or informal guidance.

21.Award Conditions.

(a)Notwithstanding anything in the Plan or this Agreement to the contrary, to the extent that either (i) the Administrator or the Board of Governors of the Federal Reserve System determines that any change to the Plan and/or this Agreement is required, necessary, advisable, or deemed appropriate to improve the risk sensitivity of the Award, whether by (a) adjusting the Award quantitatively or judgmentally based on the risk the Participant’s activities pose to BB&T or an Affiliate; (b) extending the Performance Period for determining the Award; (c) extending the Performance Period and adjusting for actual losses or other performance issues; or (d) otherwise as required by the Administrator or the Federal Reserve System; or (ii) the Administrator or the United States government (including, without limiting any agency thereof) determines that any change to the Plan and/or this Agreement is required, necessary, advisable, or deemed appropriate to comply with any applicable law, regulation, or requirement; then this Agreement and/or the Award shall be automatically amended to incorporate such change, without further action of the Participant, and the Administrator shall provide the Participant notice thereof.

(b)Notwithstanding anything contained in the Plan or this Agreement to the contrary, to the extent that either the Administrator or the United States government (including, without limitation, any agency thereof) determines that the Award granted to the Participant pursuant to this Agreement is prohibited or substantially restricted by, or subjects BB&T or an Affiliate to any adverse tax consequences that BB&T or an Affiliate is not otherwise subject to on the Grant Date because of, any current or future United States law, any rule, regulation, or other authority, then this Agreement shall automatically terminate effective as of the Grant Date and the Award shall automatically be cancelled as of the Grant Date without further action on the part of the Administrator or the Participant and without any compensation to the Participant for such termination and cancellation. The Administrator agrees to provide notice to the Participant of any such termination and cancellation.

[Signature Page to Follow]

IN WITNESS WHEREOF, this Agreement has been executed in behalf of BB&T and by the Participant effective as of the Grant Date.

BB&T CORPORATION
By:
PARTICIPANT
	<<First Name>><<MI>> <<Last Name>>

EXHIBIT A

TO

BB&T CORPORATION

2012 INCENTIVE PLAN

LTIP Award Agreement

(Senior Executive)

(January 1, 2019 through December 31, 2021 Performance Period - 2022 Payout)

1.Absolute Performance Goal: The Absolute Performance Goal is an average BB&T ROCE of three percent (3%) for the Performance Period.

2.Relative Performance Goal: If the Absolute Performance Goal is achieved, the Award payout for the Performance Period will then be evaluated by the Administrator against the Peer Group based upon BB&T ROCE relative to Peer Group ROCE pursuant to the following:

Level of Achievement	Percentile Performance (BB&T ROCE Relative toPeer Group ROCE)	Payout Percent of Participant’s Target %
Threshold	25th	50%
	30th	60%
	35th	70%
	40th	80%
	45th	90%
Target	50th	100%
	55th	110%
	60th	120%
	65th	130%
	70th	140%
Maximum	75th or greater	150%

Straight line interpolation will be used to calculate payout percentages not specifically listed in the “Payout Percent of Participant’s Target %” column above. For performance that is less than the 25^th percentile, the payout percentage is 0%.

3.Relative Total Shareholder Return (“TSR”) Modifier:

Relative TSR (Percentile Performance of BB&T TSR Relative to Peer Group TSR)	TSR Modifier
Less than 25th	20% Reduction in Award payout
50th	0% Reduction or increase in Award payout
75th or greater	20% Increase in Award payout, provided that the maximum Award payout shall be 150% of Participant’s Target %

Straight line interpolation will be used to calculate TSR Modifier percentage reductions or increases not specifically listed in the “TSR Modifier” column above.

4.Discretionary Decreases: The Administrator has the discretion to decrease Award payouts based on business factors, including but not limited to, industry conditions, performance relative to peers, regulatory developments, and changes in capital requirements.

EX-10.3

Exhibit 10.3

BB&T CORPORATION
2012 INCENTIVE PLAN

Performance Unit Award Agreement

(Senior Executive)

Grant Date:	February 26, 2019
Performance Period:	January 1, 2019 through December 31, 2021

THIS AGREEMENT (the “Agreement”), made effective as of February 26, 2019 (the “Grant Date”), between BB&T CORPORATION, a North Carolina corporation (“BB&T”), for itself and its Affiliates, and the Employee (the “Participant”) specified in the above Notice of Grant and Agreement (the “Notice of Grant”), is made pursuant to and subject to the provisions of the BB&T Corporation 2012 Incentive Plan, as it may be amended and/or restated (the “Plan”).

RECITALS:

BB&T desires to carry out the purposes of the Plan by affording the Participant an opportunity to acquire shares of BB&T Common Stock, $5.00 par value per share (the “Common Stock”), as hereinafter provided.

In consideration of the foregoing, of the mutual promises set forth below and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.Incorporation of Notice of Grant and Plan. The Notice of Grant is part of this Agreement and incorporated herein. The rights and duties of BB&T and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. In the event of any conflict between the provisions in the Agreement and those of the Plan, the provisions of the Plan shall govern. Unless otherwise provided herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan. Notwithstanding the foregoing, as a result of changes to Section 162(m) of the Tax Cut and Jobs Act of 2017, the performance-based compensation provisions of Section 162(m) are inapplicable to this Agreement.

2.Grant of Performance Units. Subject to the terms of this Agreement and the Plan, BB&T hereby grants the Participant an Award of Performance Units (the “Award”) for the number of whole shares of Common Stock at the Target Level of Achievement (the “Shares”) specified in the Notice of Grant and in accordance with the following provisions:

(a)Performance Period. The performance period (“Performance Period”) for the Award shall be January 1, 2019 through December 31, 2021.

(b)Partial Performance Period.

(i) (1) Death or Disability. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment due to death or Disability, the Participant’s Award for the

Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Absolute Performance Goal and at least the Threshold Level of Achievement and the application of the TSR Modifier as provided in Section 2(c) and Exhibit A herein; provided that, for the avoidance of doubt, in the case of a Change of Control, the Performance Period shall end as of the date of the Change of Control and payment shall be made (for Participants who are not Employees on the date of the Change of Control), within two and one-half (2 ½) months following a Change of Control as provided in Section 5(b) herein, calculated as provided in Section 2(b)(i)(3) below. For the avoidance of doubt, the phrase “termination of employment” means a Separation from Service.

(2)    Involuntary Termination Without Cause and Retirement. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment (A) involuntarily by the Company and/or its Affiliates without Cause, or (B) due to Retirement, the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Absolute Performance Goal and at least the Threshold Level of Achievement and the application of the TSR Modifier as provided in Section 2(c) and Exhibit A herein; provided that, for the avoidance of doubt, in the case of a Change of Control, the Performance Period shall end as of the date of the Change of Control and payment shall be made (for Participants who are not Employees on the date of the Change of Control), within two and one-half (2 ½) months following a Change of Control as provided in Section 5(b) herein, calculated as provided in Section 2(b)(i)(3) below. A termination shall be for “Cause” if the termination of the Participant’s employment by the Company and/or its Affiliates is on account of the Participant’s (x) dishonesty, theft or embezzlement; (y) refusal or failure to perform the Participant’s assigned duties for BB&T or an Affiliate in a satisfactory manner; or (z) engaging in any conduct that could be materially damaging to BB&T or its Affiliates without a reasonable good faith belief that such conduct was in the best interest of BB&T or any of its Affiliates. The determination of whether termination is for Cause shall be made by the Administrator (or its designee, to the extent permitted under the Plan), and its determination shall be final and conclusive. For the avoidance of doubt, the phrase “termination of employment” means a Separation from Service.

(3)    Change of Control. If, while the Participant is an Employee, there is a Change of Control during the Performance Period, the Performance Period shall, notwithstanding anything to the contrary elsewhere in this Agreement, end upon the date of the Change of Control and the Participant’s Award shall be paid within two and one-half (2 ½) months following a Change of Control as provided in Section 5(b) herein, calculated as follows: provided that the Absolute Performance Goal of Section 2(c)(i)(aa) is met for the completed calendar year(s) during such shortened Performance Period (and if there are no completed calendar years during such shortened Performance Period, the Absolute Performance Goal of Section 2(c)(i)(aa) shall be deemed to be met), Participant’s Award shall be the sum of (1) and (2) as follows (and payable in

accordance with Section 5(b) of this Agreement): (1) for completed calendar year(s) during the shortened Performance Period, an Award amount shall be calculated by multiplying the Shares by a fraction, the numerator of which is the number of completed year(s) and the denominator of which is 3, and then by determining the actual Level of Achievement attained during such completed calendar year(s) adjusted by the TSR Modifier (and subject to the Maximum Award payment of 150% of the Shares) as provided in Section 2(c)(i)(cc) and Exhibit A, applied thereto for the completed calendar year(s) of the Performance Period; and (2) for the remaining uncompleted calendar year(s) in the Performance Period, an Award amount calculated by multiplying the Shares by a fraction, the numerator of which is the number of uncompleted calendar year(s) and the denominator of which is 3, and then multiplying the product thereof by the Target Level of Achievement for the Relative Performance Goal in Exhibit A.

(ii) (1)     For purposes of Section 2(b)(i)(3) above, a “Change of Control” will be deemed to have occurred on the earliest of the following dates: (A) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), together with its affiliates, excluding employee benefit plans of BB&T and its Affiliates, is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act) of securities of BB&T representing thirty percent (30%) or more of the combined voting power of BB&T’s then outstanding securities; or (B) the date when, as a result of a tender offer or exchange offer for the purchase of securities of BB&T (other than such an offer by BB&T for its own securities), or as a result of a proxy contest, merger, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any consecutive twelve- (12-) month period during the Performance Period of the Award constituted BB&T’s Board, plus new directors whose election or nomination for election by BB&T’s shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such twelve- (12-) month period (collectively, the “Continuing Directors”), cease for any reason during such twelve- (12-) month period to constitute at least two-thirds of the members of such board of directors; (C) the date the shareholders of BB&T approve an agreement for the sale or disposition by BB&T of all or substantially all of BB&T’s assets within the meaning of Section 409A; or (D) the date that any one person, or more than one person acting as a group, acquires ownership of stock of BB&T that, together with stock held by such person or group constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of BB&T within the meaning of Section 409A.

(2)    Notwithstanding Section 2(b)(i)(3) and (ii)(1) above, the term “Change of Control” shall not include any event that is a “Merger of Equals.” For purposes of the Plan and this Agreement, the term “Merger of Equals” means any event that would otherwise qualify as a Change of Control if the event (including, if applicable, the terms and conditions of the related agreements, exhibits, annexes, and similar documents) satisfies all of the following

conditions as of the date of such event: (A) the Board of BB&T or, if applicable, a majority of the Continuing Directors has, prior to the change in control event, approved the event; (B) at least fifty percent (50%) of the common stock of the surviving corporation outstanding immediately after consummation of the event, together with at least fifty percent (50%) of the voting securities representing at least fifty percent (50%) of the combined voting power of all voting securities of the surviving corporation outstanding immediately after the event shall be owned, directly or indirectly, by the persons who were the owners, directly or indirectly, of the common stock and voting securities of BB&T immediately before the consummation of such event in substantially the same proportions as their respective direct or indirect ownership immediately before such event of the common stock and voting securities of BB&T, respectively; (C) at least fifty percent (50%) of the directors of the surviving corporation immediately after the event shall be composed of directors who were Directors or Continuing Directors immediately before the event; and (D) the person who was the Chief Executive Officer (“CEO”) of BB&T immediately before the event shall be the CEO of the surviving corporation immediately after the event. If a transaction constitutes a Merger of Equals, then, notwithstanding the provisions of Section 2(b)(i)(3) and (ii)(1) above, the vesting of the Award will not be accelerated due to the Merger of Equals, but the Award shall instead continue to vest, if at all, in accordance with the provisions of Sections 2, 3 and 4 herein.

(c)Performance Measures for Award. The pre-established three- (3-) year Performance Period’s Performance Measures (as defined in Section 2(c)(i) below) applicable to the Award and Levels of Achievement are as follows:

(i) Performance Measures and Relative TSR/TSR Modifier:

(aa)     Absolute Performance Goal: The average return on shareholders’ common equity for BB&T during the Performance Period determined in accordance with United States generally accepted accounting principles, as adjusted by BB&T (“BB&T ROCE”), must be at least three percent (3%), and if less than three percent (3%) there will not be an Award payout.

(bb)     Relative Performance Goal: If the Absolute Performance Goal is achieved, the next Performance Measure shall be BB&T ROCE relative to the average, by company, return on shareholders’ common equity, determined in accordance with United States generally accepted accounting principles, achieved by each company, as adjusted by BB&T, of the Peer Group during the Performance Period (“Peer Group ROCE”).

(cc)    Relative TSR/TSR Modifier: After the Level of Achievement of the Relative Performance Goal is determined by the Administrator as provided in this Agreement, the Relative TSR and TSR Modifier shall be determined and applied in accordance with the TSR Modifier chart in Exhibit A attached hereto and made a part hereof. As used in this Agreement, “Relative Total Shareholder Return” and “Relative TSR” means BB&T’s total Common Stock shareholder return performance rank defined as a percentile for the Performance Period relative to the range of the Peer Group members’ total

common stock shareholder return for the Performance Period. Total shareholder return for BB&T and each Peer Group member shall be calculated based upon BB&T’s Common Stock and the Peer Group members’ common stock appreciation during the Performance Period plus the value of dividends on the ex-dividend dates during the Performance Period on such stock (which dividends shall be deemed to have been reinvested in such underlying stock) and using a trailing twenty (20) trading day average stock price to determine both the Performance Period beginning stock price and the Performance Period ending stock price.

(ii) For purposes of the Relative Performance Goal of the Award, there shall be levels of achievement (“Levels of Achievement”), including, threshold (“Threshold”), target (“Target”), and maximum (“Maximum”). The Threshold Level of Achievement shall be a BB&T ROCE of the twenty-fifth (25th) percentile of the Peer Group ROCE; the Target Level of Achievement shall be a BB&T ROCE of the fiftieth (50th) percentile of the Peer Group ROCE; and the Maximum Level of Achievement shall be a BB&T ROCE of the seventy-fifth (75th) percentile of the Peer Group ROCE. The Levels of Achievement range from the Threshold Level of Achievement to the Maximum Level of Achievement as illustrated in the Level of Achievement Chart attached hereto as Exhibit A and made a part hereof.

(iii) For avoidance of doubt in the interpretation of the Exhibit A Level of Achievement Chart, there will not be an Award payout if the Threshold Level of Achievement is not attained for the Performance Period. If the Threshold Level of Achievement is attained for the Performance Period, the Award payout to the Participant will, subject to the TSR Modifier of Exhibit A, be fifty percent (50%) of the Shares. If the Target Level of Achievement is attained for the Performance Period, the Award payout to the Participant will, subject to the TSR Modifier of Exhibit A, be one hundred percent (100%) of the Shares. If the Maximum Level of Achievement is attained for the Performance Period, the Award payout to the Participant will, subject to the TSR Modifier of Exhibit A, be one hundred fifty percent (150%) of the Shares.

(iv) For purposes hereof, the term “Peer Group” means Capital One Financial Corporation; Bank of America Corporation; Fifth-Third Bancorp; Huntington Bancshares, Incorporated; KeyCorp; M&T Bank Corporation; PNC Financial Services Group, Inc.; Regions Financial Corporation; SunTrust Banks, Inc.; U.S. Bancorp; Wells Fargo & Company; and Citizens Financial Group, Inc.

3.Vesting of Award. Subject to the terms of the Plan and the Agreement (including but not limited to the provisions of Sections 2, 4 and 5 herein), the Award shall be 100% vested and, to the extent any Award payout is determined by the Administrator, earned on March 15, 2022, following the December 31, 2021 expiration of the Performance Period, provided that the Administrator has not determined that all or any part of the Award shall be cancelled or forfeited as a result of either (i) a significant, negative risk outcome as a result of a corporate or individual action, or (ii) BB&T incurring an aggregate operating loss for the Performance Period. The Administrator has sole authority to determine whether and to what degree the Award has vested and is payable and to interpret the terms and conditions of this Agreement and the Plan.

4.Forfeiture of Award. Except as may be otherwise provided in the Plan or in this Agreement (including, without limitation, the provisions of Section 2(b) herein), in the event that the employment of the Participant with BB&T or an Affiliate terminates for any reason and the Award has not vested pursuant to Section 3, then the Award, to the extent not vested as of the Participant’s termination of employment date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award. The Administrator (or its designee, to the extent permitted under the Plan) shall have sole discretion to determine if a Participant’s rights have terminated pursuant to the Plan and this Agreement, including but not limited to the authority to determine the basis for the Participant’s termination of employment. The Participant expressly acknowledges and agrees that, except as otherwise provided in this Agreement, the termination of the Participant’s employment shall result in forfeiture of the Award and any underlying payout to the extent the Award has not vested as of the Participant’s termination of employment date.

5.Award Payout.

(a)The amount of the Award payout, if any, shall be determined by the Administrator following the end of the Performance Period in accordance with the terms of this Agreement and the Plan including, without limitation, all applicable adjustments to the calculation of the Performance Goals.

(b)The Award payout determined pursuant to Section 5(a) shall be payable, and paid, in shares of Common Stock.

(c)Award payout shall, upon vesting of the Award, be made to the Participant (or in the event of the Participant’s death, to the Participant’s beneficiary or beneficiaries) in a lump sum within two and one-half (2 ½) months following the end of the Performance Period; or if a Change of Control occurs during the Performance Period, payment shall be made in a lump sum within two and one-half (2 ½) months following the Change of Control (provided that if such two and one-half (2 ½) month period begins in one calendar year and ends in another, the Participant (or the Participant’s beneficiary or beneficiaries) shall not have the right to designate the calendar year of payment).

6.No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any other action related to the Plan shall confer upon the Participant any right to continue in the employment or service of BB&T or an Affiliate or affect in any way with the right of BB&T or an Affiliate to terminate the Participant’s employment or service at any time. Except as otherwise expressly provided in the Plan or this Agreement or as determined by the Administrator, all rights of the Participant with respect to the Award shall terminate upon termination of the employment or service of the Participant with BB&T or an Affiliate. The grant of the Award does not create any obligation on the part of BB&T or an Affiliate to grant any further awards. So long as the Participant shall continue to be an Employee of BB&T or an Affiliate, the Award shall not be affected by any change in the duties or position of the Participant.

7.Nontransferability of Award and Shares. The Award, and any Award payout, shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession. The designation of a beneficiary in accordance with Plan procedures does not constitute a transfer; provided, however, that unless disclaimer provisions are specifically included in a beneficiary designation form accepted by the Administrator, no beneficiary of the Participant may disclaim the Award.

8.Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations or agreements of BB&T with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement does not supersede or amend any existing confidentiality agreement, nonsolicitation

agreement, noncompetition agreement, employment agreement or any other similar agreement between the Participant and BB&T or an Affiliate, including, but not limited to, any restrictive covenants contained in such agreements.

9.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the principles of conflicts of law, and in accordance with applicable United States federal laws.

10.Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended or terminated only by the written agreement of the parties hereto. The waiver by BB&T of a breach of any provision of the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with applicable law or changes to applicable law (including but in no way limited to Section 409A and federal securities laws), and the Participant hereby consents to any such amendments to the Plan and this Agreement.

11.Issuance of Shares; Rights as Shareholder. The Participant and the Participant’s legal representatives, legatees or distributees shall not be deemed to be the holder of any Shares subject to the Award and shall not have any voting rights, dividend rights or other rights of a shareholder unless and until such Shares have been issued to the Participant or them. No Shares subject to the Award shall be issued at the time of grant of the Award. Shares subject to the Award shall be issued in the name of the Participant (or, if the Participant is deceased, in the name of the Participant’s beneficiary or beneficiaries) as soon as practicable after, and only to the extent that, the Award has vested and if such distribution is otherwise permitted under the terms of Section 5 herein. Neither dividends nor dividend equivalent rights shall be granted in connection with the Award, and the Award shall not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise provided under the Plan). No dividends on the Shares shall be payable prior to both (i) the vesting of the Award and (ii) the issuance and distribution of Shares to the Participant.

12.Withholding; Tax Matters.

(a)BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016.

(b)BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the

payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

13.Administration. The authority to construe and interpret this Agreement and the Plan, and to administer all aspects of the Plan, shall be vested in the Administrator, and the Administrator shall have all powers with respect to this Agreement as are provided in the Plan. Any interpretation of the Agreement by the Administrator and any decision made by it with respect to the Agreement are final and binding on the parties hereto.

14.Notices. Any and all notices under this Agreement shall be in writing and sent by hand delivery or by certified or registered mail (return receipt requested and first-class postage prepaid), in the case of BB&T, to its Human Systems Division, 200 West Second Street (27101), PO Box 1215, Winston-Salem, NC 27102, attention: Human Systems Division Manager, and in the case of the Participant, to the last known address of the Participant as reflected in BB&T’s records.

15.Severability. The provisions of this Agreement are severable; and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

16.Compliance with Laws; Restrictions on Award and Shares of Common Stock. BB&T may impose such restrictions on the Award and any shares of Common Stock relating to the payout of the Award as it may deem advisable, including without limitation restrictions under the federal securities laws, federal tax laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such Award or shares of Common Stock. Notwithstanding any other provision in the Plan or this Agreement to the contrary, BB&T shall not be obligated to issue, deliver or transfer any shares of Common Stock, make any other distribution of benefits under the Plan, or take any other action, unless such delivery, distribution or action is in compliance with all applicable laws, rules and regulations (including but not limited to the requirements of the Securities Act). BB&T may cause a restrictive legend or legends to be placed on any certificate for shares of Common Stock issued pursuant to the Award in such form as may be prescribed from time to time by applicable laws and regulations or as may be advised by legal counsel.

17.Successors and Assigns. Subject to the limitations stated herein and in the Plan, this Agreement shall be binding upon and inure to the benefit of the Participant and the Participant’s executors, administrators and permitted transferees and beneficiaries and BB&T and its successors and assigns.

18.Counterparts, Further Instruments. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

19.Right of Offset. Notwithstanding any other provision of the Plan or this Agreement, subject to any applicable laws to the contrary, BB&T may reduce the amount of any benefit or payment otherwise payable to or on behalf of the Participant by the amount of any obligation of the Participant to BB&T or an Affiliate that is or becomes due and payable, and the Participant shall be deemed to have consented to such

reduction; provided, however, that to the extent Section 409A is applicable, such offset shall not exceed the greater of Five Thousand Dollars ($5,000) or the maximum offset amount then permitted under Section 409A.

20.Adjustment of Award.

(a)The Administrator shall have authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting BB&T or any Affiliate, or the financial statements of BB&T or any Affiliate, or of changes in applicable laws, regulations or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable laws, rules or regulations.

(b)Notwithstanding anything contained in the Plan or elsewhere in this Agreement to the contrary, (i) the Administrator, in order to comply with applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act) and any risk management requirements and/or policies adopted by BB&T, retains the right at all times to decrease or terminate the Award and payments under the Plan, and any and all amounts payable under the Plan or paid under the Plan shall be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator as necessary to comply with applicable law and/or policies adopted by BB&T; and (ii) in the event any legislation, regulation(s), or formal or informal guidance require(s) any compensation payable under the Plan (including, without limitation, the Award) to be deferred, reduced, eliminated, or subjected to vesting, the Award shall be deferred, reduced, eliminated, paid in a different form or subjected to vesting or other restrictions as, and solely to the extent, required by such legislation, regulation(s), or formal or informal guidance.

21.Award Conditions.

(a)Notwithstanding anything in the Plan or this Agreement to the contrary, to the extent that either (i) the Administrator or the Board of Governors of the Federal Reserve System determines that any change to the Plan and/or this Agreement is required, necessary, advisable, or deemed appropriate to improve the risk sensitivity of the Award, whether by (a) adjusting the Award quantitatively or judgmentally based on the risk the Participant’s activities pose to BB&T or an Affiliate; (b) extending the Performance Period for determining the Award; (c) extending the Performance Period and adjusting for actual losses or other performance issues; or (d) otherwise as required by the Administrator or the Federal Reserve System; or (ii) the Administrator or the United States government (including, without limiting any agency thereof) determines that any change to the Plan and/or this Agreement is required, necessary, advisable, or deemed appropriate to comply with any applicable law, regulation, or requirement; then this Agreement and/or the Award shall be automatically amended to incorporate such change, without further action of the Participant, and the Administrator shall provide the Participant notice thereof.

(b)Notwithstanding anything contained in the Plan or this Agreement to the contrary, to the extent that either the Administrator or the United States government (including, without limitation, any agency thereof) determines that the Award granted to the Participant pursuant to this Agreement is prohibited or substantially restricted by, or subjects BB&T or an Affiliate to any adverse tax consequences that BB&T or an Affiliate is not otherwise subject to on the Grant Date because of, any current or future United States law, any rule, regulation, or other authority, then this Agreement shall automatically terminate effective as of the Grant Date and the Award shall automatically be cancelled as of the Grant Date without further action on the part of the Administrator or the Participant and without any compensation to the Participant for such termination and cancellation. The Administrator agrees to provide notice to the Participant of any such termination and cancellation.

IN WITNESS WHEREOF, BB&T and the Participant have entered into this Agreement effective as of the Grant Date. Should the Participant fail to acknowledge his or her electronic acceptance of this Agreement, this Agreement may become null and void as of the Grant Date, and the Participant may forfeit any and all rights hereunder at the discretion of the Administrator.

* * *

EXHIBIT A

TO

BB&T CORPORATION

2012 INCENTIVE PLAN

Performance Unit Award Agreement

(Senior Executive)

(January 1, 2019 through December 31, 2021 Performance Period - 2022 Payout)

1.Absolute Performance Goal: The Absolute Performance Goal is an average BB&T ROCE of three percent (3%) for the Performance Period.

2.Relative Performance Goal: If the Absolute Performance Goal is achieved, the Award payout for the Performance Period will then be evaluated by the Administrator against the Peer Group based upon BB&T ROCE relative to Peer Group ROCE pursuant to the following:

Level of Achievement	Percentile Performance (BB&T ROCE Relative to Peer Group ROCE)	Payout Percent of Participant’s Shares
Threshold	25th	50%
	30th	60%
	35th	70%
	40th	80%
	45th	90%
Target	50th	100%
	55th	110%
	60th	120%
	65th	130%
	70th	140%
Maximum	75th or greater	150%

Straight line interpolation will be used to calculate payout percentages not specifically listed in the “Payout Percent of Participant’s Shares” column above. For performance that is less than the 25^th percentile, the payout percentage is 0%.

3.Relative Total Shareholder Return (“TSR”) Modifier:

Relative TSR (Percentile Performance of BB&T TSR Relative to Peer Group TSR)	TSR Modifier
Less than 25th	20% Reduction in Award payout
50th	0% Reduction or increase in Award payout
75th or greater	20% Increase in Award payout, provided that the maximum Award payout shall be 150% of the Participant’s Shares

Straight line interpolation will be used to calculate TSR Modifier percentage reductions or increases not specifically listed in the “TSR Modifier” column above.

4.Discretionary Decreases: The Administrator has the discretion to decrease Award payouts based on business factors, including but not limited to, industry conditions, performance relative to peers, regulatory developments, and changes in capital requirements.

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Kelly S. King, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BB&T Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 29, 2019

/s/ Kelly S. King

Kelly S. King

Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Daryl N. Bible, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BB&T Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 29, 2019

/s/ Daryl N. Bible

Daryl N. Bible

Senior Executive Vice President and

Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Chief Executive Officer and Chief Financial Officer of BB&T Corporation (the "Company"), do hereby certify that:

1. The Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2019 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 29, 2019

/s/ Kelly S. King

Kelly S. King

Chairman and Chief Executive Officer

/s/ Daryl N. Bible

Daryl N. Bible

Senior Executive Vice President and

Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to BB&T Corporation and will be retained by BB&T Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2019 shares
Document And Entity Information [Abstract]
Entity Registrant Name	BB&T CORPORATION
Trading Symbol	BBT
Entity Central Index Key	0000092230
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Common Stock, Shares Outstanding	765,919,922

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Assets
Cash and due from banks	$ 1,873	$ 2,753
Interest-bearing deposits with banks	751	984
Cash equivalents	252	143
Restricted cash	96	107
AFS securities at fair value	26,315	25,038
HTM securities (fair value of $19,886 and $20,047 at March 31, 2019 and December 31, 2018, respectively)	20,095	20,552
LHFS at fair value	834	988
Loans and leases	149,057	149,013
ALLL	(1,561)	(1,558)
Loans and leases, net of ALLL	147,496	147,455
Premises and equipment	2,078	2,118
Goodwill	9,818	9,818
CDI and other intangible assets	726	758
MSRs at fair value	1,036	1,108
Other assets	16,313	13,875
Total assets	227,683	225,697
Liabilities
Deposits	159,766	161,199
Short-term borrowings	6,305	5,178
Long-term debt	24,729	23,709
Accounts payable and other liabilities	6,000	5,433
Total liabilities	196,800	195,519
Commitments and contingencies (Note 14)
Shareholders' Equity
Preferred stock, $5 par, liquidation preference of $25,000 per share	3,053	3,053
Common stock, $5 par	3,830	3,817
Additional paid-in capital	6,843	6,849
Retained earnings	18,518	18,118
AOCI, net of deferred income taxes	(1,421)	(1,715)
Noncontrolling interests	60	56
Total shareholders' equity	30,883	30,178
Total liabilities and shareholders' equity	$ 227,683	$ 225,697
Common shares outstanding (in shares)	765,920,000	763,326,000
Common shares authorized (in shares)	2,000,000,000	2,000,000,000
Preferred shares outstanding (in shares)	126,000	126,000
Preferred shares authorized (in shares)	5,000,000	5,000,000

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
HTM securities, Fair Value	$ 19,886	$ 20,047
Preferred stock, par value (in dollars per share)	$ 5	$ 5
Preferred stock, liquidation preference (in dollars per share)	25,000	25,000
Common stock, par value (in dollars per share)	$ 5	$ 5

XML

Consolidated Statements of Income - USD ($) shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Interest Income
Interest and fees on loans and leases	$ 1,839	$ 1,605
Interest and dividends on securities	302	291
Interest on other earning assets	32	25
Total interest income	2,173	1,921
Interest Expense
Interest on deposits	253	118
Interest on short-term borrowings	32	20
Interest on long-term debt	192	150
Total interest expense	477	288
Net Interest Income	1,696	1,633
Provision for credit losses	155	150
Net Interest Income After Provision for Credit Losses	1,541	1,483
Noninterest Income
Total noninterest income	1,202	1,180
Noninterest Expense
Personnel expense	1,087	1,039
Occupancy and equipment expense	187	194
Software expense	72	65
Outside IT services	30	32
Regulatory charges	18	40
Amortization of intangibles	32	33
Loan-related expense	25	29
Professional services	31	30
Merger-related and restructuring charges, net	80	28
Other expense	206	196
Total noninterest expense	1,768	1,686
Earnings
Income before income taxes	975	977
Provision for income taxes	177	186
Net income	798	791
Noncontrolling interests	6	3
Dividends on preferred stock	43	43
Net income available to common shareholders	$ 749	$ 745
Basic EPS (in dollars per share)	$ 0.98	$ 0.96
Diluted EPS (in dollars per share)	$ 0.97	$ 0.94
Basic weighted average shares outstanding (in shares)	764,135	779,617
Diluted weighted average shares outstanding (in shares)	774,071	791,005
Insurance income
Noninterest Income
Total noninterest income	$ 510	$ 436
Service charges on deposits
Noninterest Income
Total noninterest income	171	165
Investment banking and brokerage fees and commissions
Noninterest Income
Total noninterest income	111	113
Mortgage banking income
Noninterest Income
Total noninterest income	63	99
Trust and investment advisory revenues
Noninterest Income
Total noninterest income	68	72
Bankcard fees and merchant discounts
Noninterest Income
Total noninterest income	70	69
Checkcard fees
Noninterest Income
Total noninterest income	55	52
Operating lease income
Noninterest Income
Total noninterest income	35	37
Income from bank-owned life insurance
Noninterest Income
Total noninterest income	28	31
Other income
Noninterest Income
Total noninterest income	91	106
Securities gains (losses), net
Noninterest Income
Total noninterest income	0	0
Securities gains (losses), net
Gross realized gains	22	0
Gross realized losses	$ (22)	$ 0

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement of Comprehensive Income [Abstract]
Net income	$ 798	$ 791
OCI, net of tax:
Change in unrecognized net pension and postretirement costs	17	14
Change in unrealized net gains (losses) on cash flow hedges	(34)	78
Change in unrealized net gains (losses) on AFS securities	309	(268)
Other, net	2	(2)
Total OCI	294	(178)
Total comprehensive income	1,092	613
Income Tax Effect of Items Included in OCI:
Change in unrecognized net pension and postretirement costs	6	4
Change in unrealized net gains (losses) on cash flow hedges	(11)	26
Change in unrealized net gains (losses) on AFS securities	95	(84)
Other, net	$ 0	$ 1

XML

Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Millions	Total	Common Stock	Preferred Stock	Additional Paid-In Capital	Retained Earnings	AOCI	Noncontrolling Interests
Beginning balance at Dec. 31, 2017	$ 29,695	$ 3,910	$ 3,053	$ 7,893	$ 16,259	$ (1,467)	$ 47
Beginning balance (in shares) at Dec. 31, 2017		782,006
Add (Deduct):
Net income	791				788		3
OCI	(178)					(178)
Stock transactions:
Issued in connection with equity awards, net	(13)	$ 18		(31)
Issued in connection with equity awards, net (in shares)		3,599
Repurchase of common stock (in shares)		(5,853)
Repurchase of common stock	(320)	$ (29)		(291)
Cash dividends declared on common stock	(292)				(292)
Cash dividends declared on preferred stock	(43)				(43)
Equity-based compensation expense	31			31
Other, net	(9)			(9)
Ending balance at Mar. 31, 2018	29,662	$ 3,899	3,053	7,593	16,712	(1,645)	50
Ending balance (in shares) at Mar. 31, 2018		779,752
Beginning balance at Dec. 31, 2018	$ 30,178	$ 3,817	3,053	6,849	18,118	(1,715)	56
Beginning balance (in shares) at Dec. 31, 2018	763,326	763,326
Add (Deduct):
Net income	$ 798				792		6
OCI	294					294
Stock transactions:
Issued in connection with equity awards, net	(28)	$ 13		(41)
Issued in connection with equity awards, net (in shares)		2,594
Cash dividends declared on common stock	(309)				(309)
Cash dividends declared on preferred stock	(43)				(43)
Equity-based compensation expense	32			32
Other, net	(39)			3	(40)		(2)
Ending balance at Mar. 31, 2019	$ 30,883	$ 3,830	$ 3,053	$ 6,843	$ 18,518	$ (1,421)	$ 60
Ending balance (in shares) at Mar. 31, 2019	765,920	765,920

XML

Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash Flows From Operating Activities:
Net income	$ 798	$ 791
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses	155	150
Depreciation	105	105
Amortization of intangibles	32	33
Equity-based compensation expense	32	31
Net change in operating assets and liabilities:
LHFS	77	(90)
Trading and equity securities	(1,131)	10
Other assets, accounts payable and other liabilities	(1,006)	(583)
Other, net	193	(139)
Net cash from operating activities	(745)	308
Cash Flows From Investing Activities:
Proceeds from sales of AFS securities	1,797	95
Proceeds from maturities, calls and paydowns of AFS securities	861	959
Purchases of AFS securities	(3,525)	(1,863)
Proceeds from maturities, calls and paydowns of HTM securities	450	626
Purchases of HTM securities	0	(39)
Originations and purchases of loans and leases, net of principal collected	(193)	385
Other, net	133	40
Net cash from investing activities	(477)	203
Cash Flows From Financing Activities:
Net change in deposits	(1,432)	830
Net change in short-term borrowings	1,127	(617)
Proceeds from issuance of long-term debt	2,015	7
Repayment of long-term debt	(1,103)	(41)
Repurchase of common stock	0	(320)
Cash dividends paid on common stock	(309)	(292)
Cash dividends paid on preferred stock	(43)	(43)
Other, net	(48)	(7)
Net cash from financing activities	207	(483)
Net Change in Cash, Cash Equivalents and Restricted Cash	(1,015)	28
Cash and Cash Equivalents at Beginning of Period	3,987	3,083
Cash, Cash Equivalents and Restricted Cash at End of Period	2,972	3,111
Supplemental Disclosure of Cash Flow Information:
Net cash paid (received) during the period for interest expense	419	256
Net cash paid (received) during the period for income taxes	$ 62	$ 15

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of PresentationGeneral

See the Glossary of Defined Terms at the beginning of this Report for terms used herein. These consolidated financial statements and notes are presented in accordance with the instructions for Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with GAAP. In the opinion of management, all normal recurring adjustments necessary for a fair statement of the consolidated financial position and consolidated results of operations have been made. The year-end consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The information contained in the financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2018 should be referred to in connection with these unaudited interim consolidated financial statements.

Reclassifications

Certain amounts reported in prior periods' consolidated financial statements have been reclassified to conform to the current presentation.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change include the determination of the ACL, determination of fair value for financial instruments, valuation of MSRs, goodwill, intangible assets and other purchase accounting related adjustments, benefit plan obligations and expenses, and tax assets, liabilities and expense.

Leases - Lessee

BB&T has operating and finance leases for data centers, corporate offices, branches, retail centers, and certain equipment. BB&T determines if an arrangement is a lease at inception. Operating leases with an original lease term in excess of one year are included in other assets and accounts payable and other liabilities in the Consolidated Balance Sheets. Finance leases are included in premises and equipment and long-term debt in the Consolidated Balance Sheets. 

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. BB&T uses an implicit interest rate in determining the present value of lease payments when readily determinable, and a collateralized incremental borrowing rate when an implicit rate is not available. Lease terms consider options to extend or terminate based on the determination of whether such renewal or termination options are deemed reasonably certain. Rent expense and rental income on operating leases is generally recorded using the straight-line method over the appropriate lease terms.

Lease agreements that contain non-lease components are generally accounted for as a single lease component. Variable costs, such as maintenance expenses, property and sales taxes, association dues and index based rate increases, are expensed as they are incurred.

Leases - Lessor

BB&T's commercial lease portfolio consists of dealer-based financing of equipment for small businesses and commercial equipment leasing. The fair market value of the leased asset is generally equal to the original capitalized cost. Assets under operating leases are included in other assets in the Consolidated Balance Sheets. Depreciation expense for assets under operating leases is generally recorded using the straight-line method over the appropriate lease terms in other expense in the Consolidated Statements of Income.Changes in Accounting Principles and Effects of New Accounting Pronouncements

Standard/Adoption Date	Description	Effects on the Financial Statements
Standards Adopted During the Current Year
Leases Jan 1, 2019	Requires lessees to recognize assets and liabilities related to certain operating leases on the balance sheet, requires additional disclosures by lessees, and contains targeted changes to accounting by lessors.	BB&T established ROU assets of $860 million and lease liabilities of $997 million. The net impact to equity was a reduction of $40 million. There was no material impact to its Consolidated Statements of Income. BB&T adopted the guidance on a prospective basis and did not reassess whether any expired or existing contract contains a lease, the classification of leases or the initial direct costs.
Standards Not Yet Adopted
Credit Losses Jan 1, 2020	Replaces the incurred loss impairment methodology with an expected credit loss methodology and requires consideration of a broader range of information to determine credit loss estimates. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit deteriorated loans will receive an allowance for expected credit losses. Any credit impairment on AFS debt securities for which the fair value is less than cost will be recorded through an allowance for expected credit losses. The standard also requires expanded disclosures related to credit losses and asset quality.	BB&T expects that the ACL could be materially higher; however, the magnitude of the increase, which is highly dependent on existing and forecasted economic conditions at the time of adoption, has not yet been quantified. Model development and fit-for-purpose testing is substantially complete for most portfolios, and significant progress has been made on testing designed to evaluate the sensitivity of the models to economic forecasts, length of the reasonable and supportable period and reversion to historical loss information. BB&T expects to continue limited parallel testing in the second quarter of 2019, with plans for a more comprehensive parallel testing program in the second half of the year that will include consideration of new or modified internal controls.

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Business Combinations

3 Months Ended

Mar. 31, 2019

Business Combinations [Abstract]

Business Combination Disclosure

Business CombinationsOn February 7, 2019, BB&T and SunTrust announced that both companies' Boards of Directors unanimously approved an agreement to combine in an all-stock merger of equals. Upon closing, each SunTrust share will be exchanged for 1.295 shares of BB&T stock. The merger is expected to close late in the third or fourth quarter of 2019, subject to satisfaction of closing conditions, including receipt of regulatory approvals and approval by the shareholders of each company. The merger is subject to a break-up fee of approximately $1.1 billion, payable in customary circumstances.

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Securities

3 Months Ended

Mar. 31, 2019

Investments, Debt and Equity Securities [Abstract]

Securities

Securities

The following tables summarize AFS and HTM securities:

March 31, 2019 (Dollars in millions)	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
AFS securities:
U.S. Treasury	$	1,920	$	1	$	43	$	1,878
GSE	238		1		6		233
Agency MBS	23,450		65		468		23,047
States and political subdivisions	607		31		12		626
Non-agency MBS	313		184		—		497
Other	34		—		—		34
Total AFS securities	$	26,562	$	282	$	529	$	26,315
HTM securities:
U.S. Treasury	$	1,099	$	—	$	2	$	1,097
GSE	2,199		6		15		2,190
Agency MBS	16,792		25		223		16,594
States and political subdivisions	4		—		—		4
Other	1		—		—		1
Total HTM securities	$	20,095	$	31	$	240	$	19,886
December 31, 2018 (Dollars in millions)	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
AFS securities:
U.S. Treasury	$	3,503	$	22	$	84	$	3,441
GSE	209		—		9		200
Agency MBS	20,927		15		787		20,155
States and political subdivisions	694		25		18		701
Non-agency MBS	321		184		—		505
Other	35		1		—		36
Total AFS securities	$	25,689	$	247	$	898	$	25,038
HTM securities:
U.S. Treasury	$	1,099	$	—	$	6	$	1,093
GSE	2,199		4		43		2,160
Agency MBS	17,248		27		487		16,788
States and political subdivisions	5		—		—		5
Other	1		—		—		1
Total HTM securities	$	20,552	$	31	$	536	$	20,047

Certain securities issued by FNMA and FHLMC exceeded 10% of shareholders' equity at March 31, 2019. The FNMA investments had total amortized cost and fair value of $14.2 billion and $13.9 billion, respectively. The FHLMC investments had total amortized cost and fair value of $10.3 billion and $10.2 billion, respectively.

The amortized cost and estimated fair value of the securities portfolio by contractual maturity are shown in the following table. The expected life of MBS may differ from contractual maturities because borrowers have the right to prepay the underlying mortgage loans.

	AFS				HTM
March 31, 2019 (Dollars in millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	285	$	285	$	1	$	1
Due after one year through five years	1,674		1,631		3,300		3,289
Due after five years through ten years	502		503		597		591
Due after ten years	24,101		23,896		16,197		16,005
Total debt securities	$	26,562	$	26,315	$	20,095	$	19,886

The following tables present the fair values and gross unrealized losses of investments based on the length of time that individual securities have been in a continuous unrealized loss position:

	Less than 12 months				12 months or more				Total
March 31, 2019 (Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
AFS securities:
U.S. Treasury	$	49	$	—	$	1,442	$	43	$	1,491	$	43
GSE	12		—		179		6		191		6
Agency MBS	1,165		2		16,679		466		17,844		468
States and political subdivisions	44		—		241		12		285		12
Total	$	1,270	$	2	$	18,541	$	527	$	19,811	$	529
HTM securities:
U.S. Treasury	$	400	$	—	$	496	$	2	$	896	$	2
GSE	—		—		1,768		15		1,768		15
Agency MBS	1,121		5		13,748		218		14,869		223
Total	$	1,521	$	5	$	16,012	$	235	$	17,533	$	240
	Less than 12 months				12 months or more				Total
December 31, 2018 (Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
AFS securities:
U.S. Treasury	$	111	$	—	$	2,121	$	84	$	2,232	$	84
GSE	3		—		176		9		179		9
Agency MBS	322		2		18,478		785		18,800		787
States and political subdivisions	100		1		288		17		388		18
Total	$	536	$	3	$	21,063	$	895	$	21,599	$	898
HTM securities:
U.S. Treasury	$	698	$	3	$	395	$	3	$	1,093	$	6
GSE	—		—		1,749		43		1,749		43
Agency MBS	264		3		14,976		484		15,240		487
Total	$	962	$	6	$	17,120	$	530	$	18,082	$	536

Substantially all of the unrealized losses on the securities portfolio were the result of changes in market interest rates compared to the date the securities were acquired rather than the credit quality of the issuers or underlying loans.

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Loans and ACL

3 Months Ended

Mar. 31, 2019

Receivables [Abstract]

Loans and ACL

Loans and ACL

The following tables present loans and leases HFI by aging category:

	Accruing
March 31, 2019 (Dollars in millions)	Current		30-89 Days Past Due		90 Days Or More Past Due		Nonperforming		Total
Commercial:
Commercial and industrial	$	61,746	$	36	$	—	$	196	$	61,978
CRE	20,751		3		—		75		20,829
Lease financing	2,094		3		—		1		2,098
Retail:
Residential mortgage	30,596		478		377		121		31,572
Direct	11,337		67		7		53		11,464
Indirect	17,122		316		5		80		17,523
Revolving credit	3,111		27		14		—		3,152
PCI	395		18		28		—		441
Total	$	147,152	$	948	$	431	$	526	$	149,057
	Accruing
December 31, 2018 (Dollars in millions)	Current		30-89 Days Past Due		90 Days Or More Past Due		Nonperforming		Total
Commercial:
Commercial and industrial	$	61,701	$	34	$	—	$	200	$	61,935
CRE	20,990		5		—		65		21,060
Lease financing	2,014		1		—		3		2,018
Retail:
Residential mortgage	30,413		456		405		119		31,393
Direct	11,463		61		7		53		11,584
Indirect	16,901		436		6		82		17,425
Revolving credit	3,090		28		14		—		3,132
PCI	413		23		30		—		466
Total	$	146,985	$	1,044	$	462	$	522	$	149,013

The following table presents the carrying amount of loans by risk rating. PCI loans are excluded because their related ALLL is determined by loan pool performance and revolving credit loans are excluded as the loans are charged-off rather than reclassifying to nonperforming:

	March 31, 2019						December 31, 2018
(Dollars in millions)	Commercial & Industrial		CRE		Lease Financing		Commercial & Industrial		CRE		Lease Financing
Commercial:
Pass	$	60,514	$	20,460	$	2,082	$	60,655	$	20,712	$	2,012
Special mention	395		71		3		216		61		—
Substandard-performing	873		223		12		864		222		3
Nonperforming	196		75		1		200		65		3
Total	$	61,978	$	20,829	$	2,098	$	61,935	$	21,060	$	2,018
	Residential Mortgage		Direct		Indirect		Residential Mortgage		Direct		Indirect
Retail:
Performing	$	31,451	$	11,411	$	17,443	$	31,274	$	11,531	$	17,343
Nonperforming	121		53		80		119		53		82
Total	$	31,572	$	11,464	$	17,523	$	31,393	$	11,584	$	17,425

The following tables present activity in the ACL:

(Dollars in millions)	Balance at Jan 1, 2018		Charge-Offs			Recoveries		Provision (Benefit)			Balance at Mar 31, 2018
Commercial:
Commercial and industrial	$	522	$	(23	)	$	8	$	15		$	522
CRE	160		(6		)	2		19			175
Lease financing	9		(1		)	—		2			10
Retail:
Residential mortgage	209		(4		)	—		11			216
Direct	106		(19		)	6		6			99
Indirect	348		(107		)	15		91			347
Revolving credit	108		(21		)	5		12			104
PCI	28		—			—		(3		)	25
ALLL	1,490		(181		)	36		153			1,498
RUFC	119		—			—		(3		)	116
ACL	$	1,609	$	(181	)	$	36	$	150		$	1,614
(Dollars in millions)	Balance at Jan 1, 2019		Charge-Offs			Recoveries		Provision (Benefit)			Balance at Mar 31, 2019
Commercial:
Commercial and industrial	$	546	$	(17	)	$	6	$	13		$	548
CRE	190		(8		)	1		13			196
Lease financing	11		(1		)	—		1			11
Retail:
Residential mortgage	232		(5		)	1		(3		)	225
Direct	97		(18		)	6		11			96
Indirect	356		(109		)	17		94			358
Revolving credit	117		(26		)	6		22			119
PCI	9		—			—		(1		)	8
ALLL	1,558		(184		)	37		150			1,561
RUFC	93		—			—		5			98
ACL	$	1,651	$	(184	)	$	37	$	155		$	1,659

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

	March 31, 2019				December 31, 2018
(Dollars in millions)	Recorded Investment		Related ALLL		Recorded Investment		Related ALLL
Commercial:
Commercial and industrial	$	61,683	$	522	$	61,629	$	521
CRE	20,721		175		20,960		181
Lease financing	2,097		11		2,015		11
Retail:
Residential mortgage	30,697		159		30,539		164
Direct	11,398		91		11,517		92
Indirect	17,194		299		17,099		299
Revolving credit	3,123		108		3,104		106
PCI	441		8		466		9
Total	$	147,354	$	1,373	$	147,329	$	1,383

The following tables set forth certain information regarding impaired loans, excluding PCI and LHFS, that were individually evaluated for impairment:

	UPB		Recorded Investment				Related ALLL		Average Recorded Investment		Interest Income Recognized
As of / For The Three Months Ended March 31, 2019 (Dollars in millions)			Without an ALLL		With an ALLL
Commercial:
Commercial and industrial	$	308	$	90	$	205	$	26	$	308	$	1
CRE	113		18		90		21		112		—
Lease financing	2		—		1		—		2		—
Retail:
Residential mortgage	927		126		749		66		869		8
Direct	84		26		40		5		66		1
Indirect	339		5		324		59		328		12
Revolving credit	29		—		29		11		29		—
Total	$	1,802	$	265	$	1,438	$	188	$	1,714	$	22
	UPB		Recorded Investment				Related ALLL		Average Recorded Investment		Interest Income Recognized
As of / For The Year Ended December 31, 2018 (Dollars in millions)			Without an ALLL		With an ALLL
Commercial:
Commercial and industrial	$	318	$	95	$	211	$	25	$	343	$	6
CRE	102		29		71		9		97		2
Lease financing	3		—		3		—		6		—
Retail:
Residential mortgage	904		122		732		68		841		34
Direct	86		26		41		5		72		4
Indirect	335		6		320		57		306		46
Revolving credit	28		—		28		11		29		1
Total	$	1,776	$	278	$	1,406	$	175	$	1,694	$	93

The following table presents a summary of TDRs, all of which are considered impaired:

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
Performing TDRs:
Commercial:
Commercial and industrial	$	63	$	65
CRE	9		10
Retail:
Residential mortgage	669		656
Direct	54		55
Indirect	306		305
Revolving credit	29		28
Total performing TDRs	1,130		1,119
Nonperforming TDRs (also included in NPL disclosures)	178		176
Total TDRs	$	1,308	$	1,295
ALLL attributable to TDRs	$	146	$	146

The primary reason loan modifications were classified as TDRs is summarized below. Balances represent the recorded investment at the end of the quarter in which the modification was made. Rate modifications consist of TDRs made with below market interest rates, including those that also have modifications of loan structures.

	2019						2018
Three Months Ended March 31, (Dollars in millions)	Type of Modification				ALLL Impact		Type of Modification				ALLL Impact
	Rate		Structure				Rate		Structure
Newly designated TDRs:
Commercial:
Commercial and industrial	$	26	$	3	$	1	$	10	$	10	$	—
CRE	1		—		—		19		1		—
Retail:
Residential mortgage	73		8		4		82		10		5
Direct	3		1		—		2		—		—
Indirect	48		1		6		42		1		5
Revolving credit	6		—		1		5		—		1
Re-modification of previously designated TDRs	23		5		—		21		5		—

Charge-offs and forgiveness of principal and interest for TDRs were immaterial for all periods presented.

The pre-default balance for modifications that had been classified as TDRs during the previous 12 months that experienced a payment default was $18 million and $23 million for the three months ended March 31, 2019 and 2018, respectively. Payment default is defined as movement of the TDR to nonperforming status, foreclosure or charge-off, whichever occurs first.

Unearned income, discounts and net deferred loan fees and costs were immaterial for all periods presented. Residential mortgage loans in the process of foreclosure were $258 million at March 31, 2019 and $253 million at December 31, 2018.

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Other Assets and Liabilites

3 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

Other Assets and Liabilities

Other Assets and LiabilitiesLessee Operating and Finance Leases

Operating leases costs were $49 million and finance lease costs were immaterial for the three months ended March 31, 2019.

The following table presents additional information on operating and finance leases:

March 31, 2019 (Dollars in millions)	Operating Leases			Finance Leases
ROU assets	$	822		$	19
Maturities of lease liabilities:
2019	$	138		$	6
2020	188			7
2021	164			6
2022	139			5
2023	109			3
2024	85			2
Thereafter	264			3
Total lease payments	1,087			32
Less: imputed interest	128			5
Total lease liabilities	$	959		$	27
Weighted average remaining term	7.5 years			5.1 years
Weighted average discount rate	3.1		%	7.0		%

Lessor Operating Leases

The following tables present a summary of assets under operating leases and activity related to assets under operating leases. These tables exclude subleases on assets included in premises and equipment.

(Dollars in millions)	Mar 31, 2019			Dec 31, 2018
Assets held under operating leases	$	1,365		$	1,378
Accumulated depreciation	(389		)	(374		)
Net	$	976		$	1,004

Three Months Ended March 31, (Dollars in millions)	2019		2018
Depreciation expense for assets under operating leases	$	29	$	30

The residual value of assets no longer under operating leases was immaterial.

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Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill And Other Intangible Assets

Goodwill and Other Intangible AssetsThe following table, which excludes fully amortized intangibles, presents information for identifiable intangible assets:

	March 31, 2019							December 31, 2018
March 31, (Dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
CDI	$	605	$	(471	)	$	134	$	605	$	(460	)	$	145
Other, primarily customer relationship intangibles	1,318		(726		)	592		1,329		(716		)	613
Total	$	1,923	$	(1,197	)	$	726	$	1,934	$	(1,176	)	$	758

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Loan Servicing

3 Months Ended

Mar. 31, 2019

Transfers and Servicing [Abstract]

Loan Servicing

Loan Servicing

Residential Mortgage Banking Activities

The following tables summarize residential mortgage banking activities:

(Dollars in millions)	Mar 31, 2019			Dec 31, 2018
UPB of residential mortgage loan servicing portfolio	$	117,980		$	118,605
UPB of residential mortgage loans serviced for others, primarily agency conforming fixed rate	86,119			87,270
Mortgage loans sold with recourse	404			419
Maximum recourse exposure from mortgage loans sold with recourse liability	217			223
Indemnification, recourse and repurchase reserves	22			24
As of / For the Three Months Ended March 31, (Dollars in millions)	2019			2018
UPB of residential mortgage loans sold from LHFS	$	1,300		$	2,553
Pre-tax gains recognized on mortgage loans sold and held for sale	17			39
Servicing fees recognized from mortgage loans serviced for others	61			65
Approximate weighted average servicing fee on the outstanding balance of residential mortgage loans serviced for others	0.28		%	0.28		%
Weighted average interest rate on mortgage loans serviced for others	4.06			4.00

The following table presents a roll forward of the carrying value of residential MSRs recorded at fair value:

Three Months Ended March 31, (Dollars in millions)	2019			2018
Residential MSRs, carrying value, January 1	$	957		$	914
Additions	15			28
Change in fair value due to changes in valuation inputs or assumptions:
Prepayment speeds	(55		)	61
OAS	4			2
Servicing costs	—			—
Realization of expected net servicing cash flows, passage of time and other	(33		)	(32		)
Residential MSRs, carrying value, March 31	$	888		$	973
Gains (losses) on derivative financial instruments used to mitigate the income statement effect of changes in residential MSR fair value	$	52		$	(63	)

The sensitivity of the fair value of the residential MSRs to changes in key assumptions is presented in the following table:

	March 31, 2019							December 31, 2018
	Range				Weighted Average			Range				Weighted Average
(Dollars in millions)	Min		Max					Min		Max
Prepayment speed	9.7	%	12.0	%	11.2		%	9.1	%	10.5	%	9.9		%
Effect on fair value of a 10% increase					$	(36	)					$	(34	)
Effect on fair value of a 20% increase					(70		)					(66		)
OAS	6.5	%	8.2	%	6.8		%	6.6	%	8.3	%	7.0		%
Effect on fair value of a 10% increase					$	(22	)					$	(24	)
Effect on fair value of a 20% increase					(42		)					(47		)
Composition of loans serviced for others:
Fixed-rate residential mortgage loans					99.2		%					99.2		%
Adjustable-rate residential mortgage loans					0.8							0.8
Total					100.0		%					100.0		%
Weighted average life					5.6 years							6.1 years

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the above table, the effect of an adverse variation in one assumption on the fair value of the MSRs is calculated without changing any other assumption; while in reality, changes in one factor may result in changes in another, which may magnify or counteract the effect of the change.

Commercial Mortgage Banking Activities

The following table summarizes commercial mortgage banking activities for the periods presented:

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
UPB of CRE mortgages serviced for others	$	27,749	$	27,761
CRE mortgages serviced for others covered by recourse provisions	4,685		4,699
Maximum recourse exposure from CRE mortgages sold with recourse liability	1,312		1,317
Recorded reserves related to recourse exposure	6		6
CRE mortgages originated during the year-to-date period	1,261		7,072
Commercial MSRs at fair value	148		151

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Deposits

3 Months Ended

Mar. 31, 2019

Deposits [Abstract]

Deposits

DepositsThe composition of deposits is presented in the following table:

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
Noninterest-bearing deposits	$	53,021	$	53,025
Interest checking	28,028		28,130
Money market and savings	63,739		63,467
Time deposits	14,978		16,577
Total deposits	$	159,766	$	161,199
Time deposits greater than $250,000	$	3,880	$	5,713

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Long-Term Debt

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

The following table presents a summary of long-term debt:

	Mar 31, 2019											Dec 31, 2018
				Stated Rate				Effective Rate		Carrying Amount		Carrying Amount
(Dollars in millions)	Maturity			Min		Max
BB&T Corporation:
Fixed rate senior notes	2019	to	2025	2.05	%	6.85	%	3.28	%	$	11,147	$	10,408
Floating rate senior notes	2020		2022	2.95		3.50		3.26		1,948		2,398
Fixed rate subordinated notes	2019		2029	3.88		5.25		2.90		1,562		903
Branch Bank:
Fixed rate senior notes	2019		2022	1.45		2.85		3.02		4,918		4,895
Floating rate senior notes	2019		2020	2.85		3.27		3.22		1,149		1,149
Fixed rate subordinated notes	2025		2026	3.63		3.80		3.61		2,114		2,075
FHLB advances (1)	2019		2034	—		5.50		2.98		1,746		1,749
Other long-term debt										145		132
Total long-term debt										$	24,729	$	23,709

(1) FHLB advances had a weighted average maturity of 3.8 years at March 31, 2019.

The effective rates above reflect the impact of fair value hedges and debt issuance costs. Subordinated notes with a remaining maturity of one year or greater qualify under the risk-based capital guidelines as Tier 2 supplementary capital, subject to certain limitations.

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Shareholders' Equity

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Shareholders' Equity

Shareholders' Equity

Dividends

The following table presents the dividends declared related to common stock. For information related to preferred stock dividends, see Note 10. Shareholders' Equity of the Annual Report on Form 10-K for the year ended December 31, 2018.

Three Months Ended March 31,	2019		2018
Cash dividends declared per share	$	0.405	$	0.375

Equity-Based Compensation PlansThe following table presents the activity related to awards of RSUs, PSUs and restricted shares:

(Shares in thousands)	Units/Shares		Wtd. Avg. Grant Date Fair Value
Nonvested at January 1, 2019	12,060		$	38.03
Granted	3,914		44.39
Vested	(3,181	)	35.02
Forfeited	(50	)	39.73
Nonvested at March 31, 2019	12,743		40.72

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AOCI

3 Months Ended

Mar. 31, 2019

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

AOCI

AOCIAOCI includes the after-tax change in unrecognized net costs related to defined benefit pension and OPEB plans, and unrealized gains and losses on cash flow hedges and AFS securities.

Three Months Ended (Dollars in millions)	Pension and OPEB Costs			Cash Flow Hedges			AFS Securities			Other, net			Total
AOCI balance, January 1, 2018	$	(1,004	)	$	(92	)	$	(356	)	$	(15	)	$	(1,467	)
OCI before reclassifications, net of tax	—			70			(282		)	(2		)	(214		)
Amounts reclassified from AOCI:
Before tax	18			11			19			—			48
Tax effect	4			3			5			—			12
Amounts reclassified, net of tax	14			8			14			—			36
Total OCI, net of tax	14			78			(268		)	(2		)	(178		)
AOCI balance, March 31, 2018	$	(990	)	$	(14	)	$	(624	)	$	(17	)	$	(1,645	)
AOCI balance, January 1, 2019	$	(1,164	)	$	(31	)	$	(500	)	$	(20	)	$	(1,715	)
OCI before reclassifications, net of tax	—			(30		)	314			2			286
Amounts reclassified from AOCI:
Before tax	23			(5		)	(6		)	—			12
Tax effect	6			(1		)	(1		)	—			4
Amounts reclassified, net of tax	17			(4		)	(5		)	—			8
Total OCI, net of tax	17			(34		)	309			2			294
AOCI balance, March 31, 2019	$	(1,147	)	$	(65	)	$	(191	)	$	(18	)	$	(1,421	)
Primary income statement location of amounts reclassified from AOCI	Other expense			Net interest income			Net interest income			Net interest income

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Income Taxes	3 Months Ended
	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesThe effective tax rates for the three months ended March 31, 2019 and 2018 were 18.2% and 19.0%, respectively.

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Benefit Plans

3 Months Ended

Mar. 31, 2019

Retirement Benefits [Abstract]

Benefit Plans

Benefit PlansThe components of net periodic benefit cost for defined benefit pension plans are summarized in the following table:

Three Months Ended March 31, (Dollars in millions)	Location	2019			2018
Service cost	Personnel expense	$	54		$	60
Interest cost	Other expense	57			50
Estimated return on plan assets	Other expense	(113		)	(112		)
Amortization and other	Other expense	25			20
Net periodic benefit cost		$	23		$	18

BB&T makes contributions to the qualified pension plans in amounts between the minimum required for funding and the maximum deductible for federal income tax purposes. Discretionary contributions totaling $549 million were made during the three months ended March 31, 2019. There are no required contributions for the remainder of 2019.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and ContingenciesThe following table summarizes certain commitments and contingencies. Refer to Note 15. Fair Value Disclosures for additional disclosures related to off-balance sheet financial instruments.

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
Investments in affordable housing projects:
Carrying amount	$	2,152	$	2,088
Amount of future funding commitments included in carrying amount	949		919
Lending exposure	455		460
Tax credits subject to recapture	489		523
Private equity investments:
Carrying amount	460		458
Amount of future funding commitments not included in carrying amount	313		331

Legal Proceedings

The nature of BB&T's business ordinarily results in a certain amount of claims, litigation, investigations and legal and administrative cases and proceedings, all of which are considered incidental to the normal conduct of business. BB&T believes it has meritorious defenses to the claims asserted against it in its currently outstanding legal proceedings and, with respect to such legal proceedings, intends to continue to defend itself vigorously, litigating or settling cases according to management's judgment as to what is in the best interests of BB&T and its shareholders.

On at least a quarterly basis, liabilities and contingencies in connection with outstanding legal proceedings are assessed utilizing the latest information available. For those matters where it is probable that BB&T will incur a loss and the amount of the loss can be reasonably estimated, and is more than nominal, a liability is recorded in the consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on at least a quarterly basis. For other matters, where a loss is not probable or the amount of the loss is not estimable, legal reserves are not accrued. While the outcome of legal proceedings is inherently uncertain, based on information currently available, advice of counsel and available insurance coverage, management believes that the established legal reserves are adequate and the liabilities arising from legal proceedings will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to the consolidated financial position, consolidated results of operations or consolidated cash flows of BB&T.

Following the announcement of the proposed merger with SunTrust, five civil actions were filed challenging, among other things, the adequacy of the disclosures contained in the preliminary proxy statement/prospectus filed with the SEC in connection with the proposed transaction. Four of these suits were filed by purported SunTrust stockholders against SunTrust and its board of directors and assert claims under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 challenging the adequacy of the public disclosures made concerning the proposed transaction. One of these suits asserts a claim against BB&T under Section 20(a). The fifth suit was filed by a purported BB&T stockholder against BB&T and its board of directors and asserts claims under state law challenging, among other things, the adequacy of the public disclosures made concerning the proposed transaction. The plaintiffs in these actions seek, among other things, an injunction preventing consummation of the proposed transaction, rescission of the proposed transaction or damages in the event it is consummated, and the award of attorneys' fees and expenses.  BB&T believes the claims asserted in these actions are without merit.

Pledged Assets

Certain assets were pledged to secure municipal deposits, securities sold under agreements to repurchase, borrowings and borrowing capacity, subject to any applicable asset discount, at the FHLB and FRB as well as for other purposes as required or permitted by law. The following table provides the total carrying amount of pledged assets by asset type, of which the majority are pursuant to agreements that do not permit the other party to sell or repledge the collateral, excluding assets related to employee benefit plans:

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
Pledged securities	$	14,070	$	13,237
Pledged loans	78,430		77,847

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Fair Value Disclosures

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value Disclosures

Fair Value Disclosures

The following tables present fair value information for assets and liabilities measured at fair value on a recurring basis:

March 31, 2019 (Dollars in millions)	Total		Level 1		Level 2		Level 3
Assets:
AFS securities:
U.S. Treasury	$	1,878	$	—	$	1,878	$	—
GSE	233		—		233		—
Agency MBS	23,047		—		23,047		—
States and political subdivisions	626		—		626		—
Non-agency MBS	497		—		111		386
Other	34		—		34		—
Total AFS securities	26,315		—		25,929		386
LHFS	834		—		834		—
MSRs	1,036		—		—		1,036
Other assets:
Trading and equity securities	1,898		371		1,516		11
Derivative assets	338		1		327		10
Private equity investments	388		—		—		388
Total assets	$	30,809	$	372	$	28,606	$	1,831
Liabilities:
Derivative liabilities	$	180	$	—	$	177	$	3
Securities sold short	250		—		250		—
Total liabilities	$	430	$	—	$	427	$	3
December 31, 2018 (Dollars in millions)	Total		Level 1		Level 2		Level 3
Assets:
AFS securities:
U.S. Treasury	$	3,441	$	—	$	3,441	$	—
GSE	200		—		200		—
Agency MBS	20,155		—		20,155		—
States and political subdivisions	701		—		701		—
Non-agency MBS	505		—		114		391
Other	36		—		36		—
Total AFS securities	25,038		—		24,647		391
LHFS	988		—		988		—
MSRs	1,108		—		—		1,108
Other assets:
Trading and equity securities	767		374		390		3
Derivative assets	246		—		234		12
Private equity investments	393		—		—		393
Total assets	$	28,540	$	374	$	26,259	$	1,907
Liabilities:
Derivative liabilities	$	247	$	1	$	246	$	—
Securities sold short	145		—		145		—
Total liabilities	$	392	$	1	$	391	$	—

Accounting standards define 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, with a three level valuation input hierarchy. The following discussion focuses on the valuation techniques and significant inputs for Level 2 and Level 3 assets and liabilities.

A third-party pricing service is generally utilized in determining the fair value of the securities portfolio. Management independently evaluates the fair values provided by the pricing service through comparisons to other external pricing sources, review of additional information provided by the pricing service and other third party sources for selected securities and back-testing to compare the price realized on any security sales to the daily pricing information received from the pricing service. Fair value measurements are derived from market-based pricing matrices that were developed using observable inputs that include benchmark yields, benchmark securities, reported trades, offers, bids, issuer spreads and broker quotes. As described by security type below, additional inputs may be used, or some inputs may not be applicable. In the event that market observable data was not available, which would generally occur due to the lack of an active market for a given security, the valuation of the security would be subjective and may involve substantial judgment by management.

U.S. Treasury securities: Treasury securities are valued using quoted prices in active over-the-counter markets.

GSE securities and agency MBS: GSE pass-through securities are valued using market-based pricing matrices that reference observable inputs including benchmark TBA security pricing and yield curves that were estimated based on U.S. Treasury yields and certain floating rate indices. The pricing matrices for these securities may also give consideration to pool-specific data supplied directly by the GSE. GSE CMOs are valued using market-based pricing matrices that are based on observable inputs including offers, bids, reported trades, dealer quotes and market research reports, the characteristics of a specific tranche, market convention prepayment speeds and benchmark yield curves as described above.

States and political subdivisions: These securities are valued using market-based pricing matrices that reference observable inputs including MSRB reported trades, issuer spreads, material event notices and benchmark yield curves.

Non-agency MBS: Pricing matrices for these securities are based on observable inputs including offers, bids, reported trades, dealer quotes and market research reports, the characteristics of a specific tranche, market convention prepayment speeds and benchmark yield curves as described above. Non-agency MBS also include investments in Re-REMIC trusts that primarily hold non-agency MBS, which are valued based on broker pricing models that use baseline securities yields and tranche-level yield adjustments to discount cash flows modeled using market convention prepayment speed and default assumptions.

Other securities: These securities consist primarily of corporate bonds. These securities are valued based on a review of quoted market prices for assets as well as through the various other inputs discussed previously.

LHFS: Certain mortgage loans are originated to be sold to investors, which are carried at fair value. The fair value is primarily based on quoted market prices for securities backed by similar types of loans. The changes in fair value of these assets are largely driven by changes in interest rates subsequent to loan funding and changes in the fair value of servicing associated with the mortgage LHFS.

MSRs: Residential MSRs are valued using an OAS valuation model to project cash flows over multiple interest rate scenarios, which are discounted at risk-adjusted rates. The model considers portfolio characteristics, contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. Fair value estimates and assumptions are compared to industry surveys, recent market activity, actual portfolio experience and, when available, other observable market data. Commercial MSRs are valued using a cash flow valuation model that calculates the present value of estimated future net servicing cash flows. BB&T considers actual and expected loan prepayment rates, discount rates, servicing costs and other economic factors that are determined based on current market conditions.

Trading and equity securities: Trading and equity securities primarily consist of exchange traded equity securities, and debt securities issued by the U.S. Treasury, GSEs, or states and political subdivisions. The valuation techniques for debt securities are more fully discussed above.

Derivative assets and liabilities: The fair values of derivatives are determined based on quoted market prices and internal pricing models that use market observable data. The fair values of interest rate lock commitments, which are related to mortgage loan commitments and are categorized as Level 3, are based on quoted market prices adjusted for commitments that are not expected to fund and include the value attributable to the net servicing fees.

Private equity investments: In many cases there are no observable market values for these investments and therefore management must estimate the fair value based on a comparison of the operating performance of the company to multiples in the marketplace for similar entities. This analysis requires significant judgment, and actual values in a sale could differ materially from those estimated.

Securities sold short: Securities sold short represent debt securities sold short that are entered into as a hedging strategy for the purposes of supporting institutional and retail client trading activities.

Activity for Level 3 assets and liabilities is summarized below:

Three Months Ended (Dollars in millions)	Trading and Equity Securities			Non-agency MBS			MSRs			Net Derivatives			Private Equity Investments
Balance at January 1, 2018	$	—		$	432		$	1,056		$	3		$	404
Total realized and unrealized gains (losses):
Included in earnings	—			(1		)	68			—			6
Included in unrealized net holding gains (losses) in OCI	—			23			—			—			—
Purchases	—			—			—			—			24
Issuances	—			—			37			(5		)	—
Sales	—			—			—			—			(24		)
Settlements	—			(13		)	(42		)	9			(10		)
Balance at March 31, 2018	$	—		$	441		$	1,119		$	7		$	400
Balance at January 1, 2019	$	3		$	391		$	1,108		$	12		$	393
Total realized and unrealized gains (losses):
Included in earnings	—			2			(54		)	8			23
Included in unrealized net holding gains (losses) in OCI	—			1			—			—			—
Purchases	15			—			—			—			7
Issuances	—			—			22			17			—
Sales	(7		)	—			—			—			(33		)
Settlements	—			(8		)	(40		)	(30		)	(2		)
Balance at March 31, 2019	$	11		$	386		$	1,036		$	7		$	388
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held at March 31, 2019	$	—		$	2		$	(54	)	$	7		$	4
Primary income statement location of realized gains (losses) included in earnings	Interest income			Interest income			Mortgage banking income			Mortgage banking income			Other income

The non-agency MBS categorized as Level 3 represent ownership interests in various tranches of Re-REMIC trusts. These securities are valued at a discount, which is unobservable in the market, to the fair value of the underlying securities owned by the trusts. The Re-REMIC tranches do not have an active market and therefore are categorized as Level 3. At March 31, 2019, the fair value of Re-REMIC non-agency MBS represented a discount of 20.3% to the fair value of the underlying securities owned by the Re-REMIC trusts.

The majority of private equity investments are in SBIC qualified funds, which primarily focus on equity and subordinated debt investments in privately-held middle market companies. The majority of these VIE investments are not redeemable and distributions are received as the underlying assets of the funds liquidate. The timing of distributions, which are expected to occur on various dates on an approximately ratable basis through 2029, is uncertain and dependent on various events such as recapitalizations, refinance transactions and ownership changes among others. As of March 31, 2019, restrictions on the ability to sell the investments include, but are not limited to, consent of a majority member or general partner approval for transfer of ownership. These investments are spread over numerous privately-held middle market companies, and thus the sensitivity to a change in fair value for any single investment is limited. The significant unobservable inputs for these investments are EBITDA multiples that ranged from 5x to 14x, with a weighted average of 9x, at March 31, 2019.

The following table details the fair value and UPB of LHFS that were elected to be carried at fair value:

	March 31, 2019						December 31, 2018
(Dollars in millions)	Fair Value		UPB		Difference		Fair Value		UPB		Difference
LHFS at fair value	$	834	$	824	$	10	$	988	$	975	$	13

Excluding government guaranteed, LHFS that were nonperforming or 90 days or more past due and still accruing interest were not material at March 31, 2019.

The following table provides information about certain assets measured at fair value on a nonrecurring basis, which are primarily collateral dependent and may be subject to liquidity adjustments. The carrying values represent end of period values, which approximate the fair value measurements that occurred on the various measurement dates throughout the period. The valuation adjustments represent the amounts recorded during the period regardless of whether the asset is still held at period end. These assets are considered to be Level 3 assets (excludes PCI).

	2019					2018
As of / For The Three Months Ended March 31, (Dollars in millions)	Carrying Value		Valuation Adjustments			Carrying Value		Valuation Adjustments
Impaired loans	$	154	$	(18	)	$	185	$	(12	)
Foreclosed real estate	33		(63		)	40		(66		)

For financial instruments not recorded at fair value, estimates of fair value are based on relevant market data and information about the instrument. Values obtained relate to one trading unit without regard to any premium or discount that may result from concentrations of ownership, possible tax ramifications, estimated transaction costs that may result from bulk sales or the relationship between various instruments.

An active market does not exist for certain financial instruments. Fair value estimates for these instruments are based on current economic conditions, currency and interest rate risk characteristics, loss experience and other factors. Many of these estimates involve uncertainties and matters of significant judgment and cannot be determined with precision. Therefore, the fair value estimates in many instances cannot be substantiated by comparison to independent markets and, in many cases, may not be realizable in a current sale of the instrument. In addition, changes in assumptions could significantly affect these fair value estimates. The following assumptions were used to estimate the fair value of these financial instruments.

Cash and cash equivalents and restricted cash: For these short-term instruments, the carrying amounts are a reasonable estimate of fair values.

HTM securities: The fair values of HTM securities are based on a market approach using observable inputs such as benchmark yields and securities, TBA prices, reported trades, issuer spreads, current bids and offers, monthly payment information and collateral performance.

Loans receivable: The fair values for loans are estimated using discounted cash flow analyses, applying interest rates currently being offered for loans with similar terms and credit quality, which are deemed to be indicative of orderly transactions in the current market. For commercial loans and leases, discount rates may be adjusted to address additional credit risk on lower risk grade instruments. For residential mortgage and other consumer loans, internal prepayment risk models are used to adjust contractual cash flows. Loans are aggregated into pools of similar terms and credit quality and discounted using a LIBOR based rate. The carrying amounts of accrued interest approximate fair values.

Deposit liabilities: The fair values for demand deposits are equal to the amount payable on demand. Fair values for CDs are estimated using a discounted cash flow calculation that applies current interest rates to aggregate expected maturities. BB&T has developed long-term relationships with its deposit customers, commonly referred to as CDIs, that have not been considered in the determination of the deposit liabilities' fair value.

Short-term borrowings: The carrying amounts of short-term borrowings, excluding securities sold short, approximate their fair values.

Long-term debt: The fair values of long-term debt instruments are estimated based on quoted market prices for the instrument if available, or for similar instruments if not available, or by using discounted cash flow analyses, based on current incremental borrowing rates for similar types of instruments.

Contractual commitments: The fair values of commitments are estimated using the fees charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The fair values of guarantees and letters of credit are estimated based on the counterparties' creditworthiness and average default rates for loan products with similar risks. These respective fair value measurements are categorized within Level 3 of the fair value hierarchy. Retail lending and revolving credit commitments have an immaterial fair value as BB&T typically has the ability to cancel such commitments.

Financial assets and liabilities not recorded at fair value are summarized below:

		March 31, 2019				December 31, 2018
(Dollars in millions)	Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
HTM securities	Level 2	$	20,095	$	19,886	$	20,552	$	20,047
Loans and leases HFI, net of ALLL	Level 3	147,496		146,077		147,455		145,591
Financial liabilities:
Time deposits	Level 2	14,978		15,026		16,577		16,617
Long-term debt	Level 2	24,729		24,977		23,709		23,723

The following is a summary of selected information pertaining to off-balance sheet financial instruments:

	March 31, 2019				December 31, 2018
(Dollars in millions)	Notional/Contract Amount		Fair Value		Notional/Contract Amount		Fair Value
Commitments to extend, originate or purchase credit	$	73,918	$	302	$	72,435	$	280
Residential mortgage loans sold with recourse	404		3		419		3
CRE mortgages serviced for others covered by recourse provisions	4,685		6		4,699		6
Letters of credit	2,267		17		2,389		18

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Derivative Financial Instruments

3 Months Ended

Mar. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

The following table provides a summary of derivative strategies and the related accounting treatment:

	Cash Flow Hedges	Fair Value Hedges	Derivatives Not Designated as Hedges
Risk exposure	Variability in cash flows of interest payments on floating rate business loans, overnight funding and various LIBOR funding instruments.	Changes in value on fixed rate long-term debt, CDs, FHLB advances, loans and state and political subdivision securities due to changes in interest rates.	Risk associated with an asset or liability, including mortgage banking operations and MSRs, or for client needs. Includes exposure to changes in market rates and conditions subsequent to the interest rate lock and funding date for mortgage loans originated for sale.
Risk management objective	Hedge the variability in the interest payments and receipts on future cash flows for forecasted transactions related to the first unhedged payments and receipts of variable interest.	Convert the fixed rate paid or received to a floating rate, primarily through the use of swaps.	For interest rate lock commitment derivatives and LHFS, use mortgage-based derivatives such as forward commitments and options to mitigate market risk. For MSRs, mitigate the income statement effect of changes in the fair value of the MSRs. For client swaps, hedges are executed with dealer counterparties to offset market risk.
Treatment during the hedge period	Changes in value of the hedging instruments are recognized in AOCI until the related cash flows from the hedged item are recognized in earnings.	Changes in value of both the hedging instruments and the assets or liabilities being hedged are recognized in the income statement line item associated with the instrument being hedged.	Entire change in fair value recognized in current period income.
Treatment if hedge ceases to be highly effective or is terminated	Hedge is dedesignated. Changes in value recorded in AOCI before dedesignation are amortized to yield over the period the forecasted hedged transactions impact earnings.	If hedged item remains outstanding, the basis adjustment that resulted from hedging is amortized into earnings over the lesser of the designated hedged period or the maturity date of the instrument, and cash flows from terminations are reported in the same category as the cash flows from the hedged item.	Not applicable
Treatment if transaction is no longer probable of occurring during forecast period or within a short period thereafter	Hedge accounting ceases and any gain or loss in AOCI is reported in earnings immediately.	Not applicable	Not applicable

Impact of Derivatives on the Consolidated Balance Sheets

The following table presents the notional amount and estimated fair value of derivative instruments:

		March 31, 2019								December 31, 2018
	Hedged Item or Transaction	Notional Amount		Fair Value						Notional Amount		Fair Value
(Dollars in millions)				Gain			Loss					Gain			Loss
Cash flow hedges:
Interest rate contracts:
Pay fixed swaps	3 mo. LIBOR funding	$	6,500	$	—		$	—		$	6,500	$	—		$	—
Fair value hedges:
Interest rate contracts:
Receive fixed swaps	Long-term debt	13,029		40			(54		)	12,908		5			(74		)
Options	Long-term debt	4,785		—			(2		)	4,785		—			(2		)
Pay fixed swaps	Commercial loans	499		1			—			505		2			—
Pay fixed swaps	Municipal securities	259		—			—			259		—			—
Total		18,572		41			(56		)	18,457		7			(76		)
Not designated as hedges:
Client-related and other risk management:
Interest rate contracts:
Receive fixed swaps		12,452		228			(46		)	11,577		128			(98		)
Pay fixed swaps		11,774		9			(43		)	11,523		19			(32		)
Other		1,384		1			(2		)	1,143		2			(3		)
Forward commitments		5,042		12			(11		)	2,883		11			(13		)
Foreign exchange contracts		568		3			(2		)	529		5			(2		)
Total		31,220		253			(104		)	27,655		165			(148		)
Mortgage banking:
Interest rate contracts:
Interest rate lock commitments		1,092		10			(3		)	702		12			—
When issued securities, forward rate agreements and forward commitments		2,314		1			(15		)	1,753		2			(20		)
Other		198		1			—			271		2			(1		)
Total		3,604		12			(18		)	2,726		16			(21		)
MSRs:
Interest rate contracts:
Receive fixed swaps		4,629		1			—			4,328		—			—
Pay fixed swaps		3,822		—			(1		)	3,224		—			—
Options		2,080		25			—			3,155		48			(2		)
When issued securities, forward rate agreements and forward commitments		2,517		6			(1		)	1,590		10			—
Other		54		—			—			103		—			—
Total		13,102		32			(2		)	12,400		58			(2		)
Total derivatives not designated as hedges		47,926		297			(124		)	42,781		239			(171		)
Total derivatives		$	72,998	338			(180		)	$	67,738	246			(247		)
Gross amounts not offset in the Consolidated Balance Sheets:
Amounts subject to master netting arrangements not offset due to policy election				(44		)	44					(47		)	47
Cash collateral (received) posted				(50		)	64					(53		)	82
Net amount				$	244		$	(72	)			$	146		$	(118	)

The following table presents additional information for fair value hedging relationships:

	March 31, 2019							December 31, 2018
			Hedge Basis Adjustment							Hedge Basis Adjustment
(Dollars in millions)	Hedged Asset / Liability Basis		Items Currently Designated		Items No Longer Designated			Hedged Asset / Liability Basis		Items Currently Designated			Items No Longer Designated
AFS securities	$	497	$	12	$	53		$	493	$	5		$	54
Loans and leases	563		8		(2		)	562		—			(3		)
Long-term debt	15,505		18		5			15,397		(98		)	12

Impact of Derivatives on the Consolidated Statements of Income and Comprehensive Income

No portion of the change in fair value of derivatives designated as hedges has been excluded from effectiveness testing.

The following table summarizes amounts related to cash flow hedges, which consist of interest rate contracts.

Three Months Ended March 31, (Dollars in millions)	2019			2018
Pre-tax gain (loss) recognized in OCI:
Deposits	$	(10	)	$	21
Short-term borrowings	(10		)	—
Long-term debt	(20		)	72
Total	$	(40	)	$	93
Pre-tax gain (loss) reclassified from AOCI into interest expense:
Deposits	$	2		$	(2	)
Short-term borrowings	1			—
Long-term debt	2			(9		)
Total	$	5		$	(11	)

The following table summarizes the impact on net interest income related to fair value hedges, which consist of interest rate contracts.

Three Months Ended March 31, (Dollars in millions)	2019			2018
AFS securities:
Amounts related to interest settlements	$	—		$	(2	)
Recognized on derivatives	(7		)	11
Recognized on hedged items	5			(11		)
Net income (expense) recognized	(2		)	(2		)
Loans and leases:
Amounts related to interest settlements	—			—
Recognized on derivatives	(8		)	3
Recognized on hedged items	8			(3		)
Net income (expense) recognized	—			—
Long-term debt:
Amounts related to interest settlements	(22		)	8
Recognized on derivatives	116			(181		)
Recognized on hedged items	(108		)	192
Net income (expense) recognized	(14		)	19
Net income (expense) recognized, total	$	(16	)	$	17

The following table presents pre-tax gain (loss) recognized in income for derivative instruments not designated as hedges:

Three Months Ended March 31, (Dollars in millions)	Location	2019			2018
Client-related and other risk management:
Interest rate contracts	Other noninterest income	$	10		$	15
Foreign exchange contracts	Other noninterest income	2			7
Mortgage banking:
Interest rate contracts	Mortgage banking income	(3		)	4
MSRs:
Interest rate contracts	Mortgage banking income	54			(67		)
Total		$	63		$	(41	)

The following table presents information about BB&T's cash flow and fair value hedges:

(Dollars in millions)	Mar 31, 2019			Dec 31, 2018
Cash flow hedges:
Net unrecognized after-tax gain (loss) on active hedges recorded in AOCI	$	(49	)	$	(18	)
Net unrecognized after-tax gain (loss) on terminated hedges recorded in AOCI (to be recognized in earnings through 2022)	(16		)	(13		)
Estimated portion of net after-tax gain (loss) on active and terminated hedges to be reclassified from AOCI into earnings during the next 12 months	(10		)	4
Maximum time period over which BB&T has hedged a portion of the variability in future cash flows for forecasted transactions excluding those transactions relating to the payment of variable interest on existing instruments	3 years			4 years
Fair value hedges:
Unrecognized pre-tax net gain (loss) on terminated hedges (to be recognized as interest primarily through 2029)	$	(46	)	$	(39	)
Portion of pre-tax net gain (loss) on terminated hedges to be recognized as a change in interest during the next 12 months	7			15

Derivatives Credit Risk – Dealer Counterparties

Credit risk related to derivatives arises when amounts receivable from a counterparty exceed those payable to the same counterparty. The risk of loss is addressed by subjecting dealer counterparties to credit reviews and approvals similar to those used in making loans or other extensions of credit and by requiring collateral. Dealer counterparties operate under agreements to provide cash and/or liquid collateral when unsecured loss positions exceed minimal limits.

Derivative contracts with dealer counterparties settle on a monthly, quarterly or semiannual basis, with daily movement of collateral between counterparties required within established netting agreements. BB&T only transacts with dealer counterparties with strong credit standings.

Derivatives Credit Risk – Central Clearing Parties

With the exception of the central clearing party used for TBA transactions that does not post variation margin to BB&T, central clearing parties exchange cash on a daily basis to settle changes in exposure. Certain derivatives are cleared through central clearing parties that require initial margin collateral. Initial margin collateral requirements are established on varying bases, with such amounts generally designed to offset the risk of non-payment. Initial margin is generally calculated by applying the maximum loss experienced in value over a specified time horizon to the portfolio of existing trades.

Derivatives Credit Risk – Risk Participation Agreements

BB&T has entered into risk participation agreements to share the credit exposure with other financial institutions on client-related interest rate derivative contracts. The notional amount of interest rate derivative risk participation agreements was $674 million at March 31, 2019 and $446 million at December 31, 2018, reported in Other in the table above. Assuming all underlying third party customers referenced in the interest rate contracts defaulted in a zero LIBOR rate environment, the maximum exposure from these agreements would be $38 million at March 31, 2019 and $26 million at December 31, 2018.

The following table summarizes collateral positions with counterparties:

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
Dealer counterparties:
Cash collateral received from dealer counterparties	$	53	$	56
Derivatives in a net gain position secured by collateral received	52		55
Unsecured positions in a net gain with dealer counterparties after collateral postings	2		2
Cash collateral posted to dealer counterparties	56		75
Derivatives in a net loss position secured by collateral received	59		76
Additional collateral that would have been posted had BB&T's credit ratings dropped below investment grade	3		1
Central clearing parties:
Cash collateral, including initial margin, posted to central clearing parties	14		17
Derivatives in a net loss position	22		8
Securities pledged to central clearing parties	141		124

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Computation of EPS

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Computation of EPS

Computation of EPS

Basic and diluted EPS calculations are presented in the following table:

Three Months Ended March 31, (Dollars in millions, except per share data, shares in thousands)	2019		2018
Net income available to common shareholders	$	749	$	745
Weighted average number of common shares	764,135		779,617
Effect of dilutive outstanding equity-based awards	9,936		11,388
Weighted average number of diluted common shares	774,071		791,005
Basic EPS	$	0.98	$	0.96
Diluted EPS	$	0.97	$	0.94
Anti-dilutive awards	—		90

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Operating Segments

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Operating Segments

Operating SegmentsBB&T's business segment structure aligns with how management reviews performance and makes decisions by client, segment and business unit. There are four major reportable business segments: CB-Retail, CB-Commercial, FS&CF and IH. In addition, there is an OT&C segment. For additional information, see Note 19. Operating Segments of the Annual Report on Form 10-K for the year ended December 31, 2018.The following table presents results by segment:

Three Months Ended March 31, (Dollars in millions)	CB-Retail				CB-Commercial				FS&CF
	2019		2018		2019		2018		2019		2018
Net interest income (expense)	$	843	$	837	$	536	$	464	$	189	$	159
Net intersegment interest income (expense)	109		48		44		70		21		18
Segment net interest income	952		885		580		534		210		177
Allocated provision for credit losses	130		122		19		37		1		(5		)
Segment net interest income after provision	822		763		561		497		209		182
Noninterest income	322		340		109		106		284		301
Noninterest expense	645		660		251		253		297		301
Income (loss) before income taxes	499		443		419		350		196		182
Provision (benefit) for income taxes	120		109		91		79		40		38
Segment net income (loss)	$	379	$	334	$	328	$	271	$	156	$	144
Identifiable assets (period end)	$	73,379	$	70,102	$	56,702	$	56,438	$	33,141	$	29,766

	IH						OT&C (1)						Total
	2019			2018			2019			2018			2019		2018
Net interest income (expense)	$	34		$	26		$	94		$	147		$	1,696	$	1,633
Net intersegment interest income (expense)	(11		)	(6		)	(163		)	(130		)	—		—
Segment net interest income	23			20			(69		)	17			1,696		1,633
Allocated provision for credit losses	3			1			2			(5		)	155		150
Segment net interest income after provision	20			19			(71		)	22			1,541		1,483
Noninterest income	515			439			(28		)	(6		)	1,202		1,180
Noninterest expense	417			375			158			97			1,768		1,686
Income (loss) before income taxes	118			83			(257		)	(81		)	975		977
Provision (benefit) for income taxes	30			21			(104		)	(61		)	177		186
Segment net income (loss)	$	88		$	62		$	(153	)	$	(20	)	$	798	$	791
Identifiable assets (period end)	$	6,376		$	5,789		$	58,085		$	58,634		$	227,683	$	220,729

(1)

Includes financial data from business units below the quantitative and qualitative thresholds requiring disclosure.

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Basis of Presentation (Policy)

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Reclassifications

ReclassificationsCertain amounts reported in prior periods' consolidated financial statements have been reclassified to conform to the current presentation.

Use of Estimates in the Preparation of Financial Statements

Use of Estimates in the Preparation of Financial StatementsThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change include the determination of the ACL, determination of fair value for financial instruments, valuation of MSRs, goodwill, intangible assets and other purchase accounting related adjustments, benefit plan obligations and expenses, and tax assets, liabilities and expense.

Changes in Accounting Principles and Effects of New Accounting Pronouncements

Changes in Accounting Principles and Effects of New Accounting Pronouncements

Standard/Adoption Date	Description	Effects on the Financial Statements
Standards Adopted During the Current Year
Leases Jan 1, 2019	Requires lessees to recognize assets and liabilities related to certain operating leases on the balance sheet, requires additional disclosures by lessees, and contains targeted changes to accounting by lessors.	BB&T established ROU assets of $860 million and lease liabilities of $997 million. The net impact to equity was a reduction of $40 million. There was no material impact to its Consolidated Statements of Income. BB&T adopted the guidance on a prospective basis and did not reassess whether any expired or existing contract contains a lease, the classification of leases or the initial direct costs.
Standards Not Yet Adopted
Credit Losses Jan 1, 2020	Replaces the incurred loss impairment methodology with an expected credit loss methodology and requires consideration of a broader range of information to determine credit loss estimates. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit deteriorated loans will receive an allowance for expected credit losses. Any credit impairment on AFS debt securities for which the fair value is less than cost will be recorded through an allowance for expected credit losses. The standard also requires expanded disclosures related to credit losses and asset quality.	BB&T expects that the ACL could be materially higher; however, the magnitude of the increase, which is highly dependent on existing and forecasted economic conditions at the time of adoption, has not yet been quantified. Model development and fit-for-purpose testing is substantially complete for most portfolios, and significant progress has been made on testing designed to evaluate the sensitivity of the models to economic forecasts, length of the reasonable and supportable period and reversion to historical loss information. BB&T expects to continue limited parallel testing in the second quarter of 2019, with plans for a more comprehensive parallel testing program in the second half of the year that will include consideration of new or modified internal controls.

Lessee, Leases [Policy Text Block]

Leases - Lessee

BB&T has operating and finance leases for data centers, corporate offices, branches, retail centers, and certain equipment. BB&T determines if an arrangement is a lease at inception. Operating leases with an original lease term in excess of one year are included in other assets and accounts payable and other liabilities in the Consolidated Balance Sheets. Finance leases are included in premises and equipment and long-term debt in the Consolidated Balance Sheets. 

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. BB&T uses an implicit interest rate in determining the present value of lease payments when readily determinable, and a collateralized incremental borrowing rate when an implicit rate is not available. Lease terms consider options to extend or terminate based on the determination of whether such renewal or termination options are deemed reasonably certain. Rent expense and rental income on operating leases is generally recorded using the straight-line method over the appropriate lease terms.

Lease agreements that contain non-lease components are generally accounted for as a single lease component. Variable costs, such as maintenance expenses, property and sales taxes, association dues and index based rate increases, are expensed as they are incurred.

Lessor, Leases [Policy Text Block]

Leases - LessorBB&T's commercial lease portfolio consists of dealer-based financing of equipment for small businesses and commercial equipment leasing. The fair market value of the leased asset is generally equal to the original capitalized cost. Assets under operating leases are included in other assets in the Consolidated Balance Sheets. Depreciation expense for assets under operating leases is generally recorded using the straight-line method over the appropriate lease terms in other expense in the Consolidated Statements of Income.

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Basis of Presentation (Tables)

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Changes in Accounting Principles and Effects of New Accounting Pronouncements

Changes in Accounting Principles and Effects of New Accounting Pronouncements

Standard/Adoption Date	Description	Effects on the Financial Statements
Standards Adopted During the Current Year
Leases Jan 1, 2019	Requires lessees to recognize assets and liabilities related to certain operating leases on the balance sheet, requires additional disclosures by lessees, and contains targeted changes to accounting by lessors.	BB&T established ROU assets of $860 million and lease liabilities of $997 million. The net impact to equity was a reduction of $40 million. There was no material impact to its Consolidated Statements of Income. BB&T adopted the guidance on a prospective basis and did not reassess whether any expired or existing contract contains a lease, the classification of leases or the initial direct costs.
Standards Not Yet Adopted
Credit Losses Jan 1, 2020	Replaces the incurred loss impairment methodology with an expected credit loss methodology and requires consideration of a broader range of information to determine credit loss estimates. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit deteriorated loans will receive an allowance for expected credit losses. Any credit impairment on AFS debt securities for which the fair value is less than cost will be recorded through an allowance for expected credit losses. The standard also requires expanded disclosures related to credit losses and asset quality.	BB&T expects that the ACL could be materially higher; however, the magnitude of the increase, which is highly dependent on existing and forecasted economic conditions at the time of adoption, has not yet been quantified. Model development and fit-for-purpose testing is substantially complete for most portfolios, and significant progress has been made on testing designed to evaluate the sensitivity of the models to economic forecasts, length of the reasonable and supportable period and reversion to historical loss information. BB&T expects to continue limited parallel testing in the second quarter of 2019, with plans for a more comprehensive parallel testing program in the second half of the year that will include consideration of new or modified internal controls.

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Securities (Tables)

3 Months Ended

Mar. 31, 2019

Investments, Debt and Equity Securities [Abstract]

Summary of AFS Securities

The following tables summarize AFS and HTM securities:

March 31, 2019 (Dollars in millions)	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
AFS securities:
U.S. Treasury	$	1,920	$	1	$	43	$	1,878
GSE	238		1		6		233
Agency MBS	23,450		65		468		23,047
States and political subdivisions	607		31		12		626
Non-agency MBS	313		184		—		497
Other	34		—		—		34
Total AFS securities	$	26,562	$	282	$	529	$	26,315
HTM securities:
U.S. Treasury	$	1,099	$	—	$	2	$	1,097
GSE	2,199		6		15		2,190
Agency MBS	16,792		25		223		16,594
States and political subdivisions	4		—		—		4
Other	1		—		—		1
Total HTM securities	$	20,095	$	31	$	240	$	19,886
December 31, 2018 (Dollars in millions)	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
AFS securities:
U.S. Treasury	$	3,503	$	22	$	84	$	3,441
GSE	209		—		9		200
Agency MBS	20,927		15		787		20,155
States and political subdivisions	694		25		18		701
Non-agency MBS	321		184		—		505
Other	35		1		—		36
Total AFS securities	$	25,689	$	247	$	898	$	25,038
HTM securities:
U.S. Treasury	$	1,099	$	—	$	6	$	1,093
GSE	2,199		4		43		2,160
Agency MBS	17,248		27		487		16,788
States and political subdivisions	5		—		—		5
Other	1		—		—		1
Total HTM securities	$	20,552	$	31	$	536	$	20,047

Summary of HTM Securities

The following tables summarize AFS and HTM securities:

March 31, 2019 (Dollars in millions)	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
AFS securities:
U.S. Treasury	$	1,920	$	1	$	43	$	1,878
GSE	238		1		6		233
Agency MBS	23,450		65		468		23,047
States and political subdivisions	607		31		12		626
Non-agency MBS	313		184		—		497
Other	34		—		—		34
Total AFS securities	$	26,562	$	282	$	529	$	26,315
HTM securities:
U.S. Treasury	$	1,099	$	—	$	2	$	1,097
GSE	2,199		6		15		2,190
Agency MBS	16,792		25		223		16,594
States and political subdivisions	4		—		—		4
Other	1		—		—		1
Total HTM securities	$	20,095	$	31	$	240	$	19,886
December 31, 2018 (Dollars in millions)	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
AFS securities:
U.S. Treasury	$	3,503	$	22	$	84	$	3,441
GSE	209		—		9		200
Agency MBS	20,927		15		787		20,155
States and political subdivisions	694		25		18		701
Non-agency MBS	321		184		—		505
Other	35		1		—		36
Total AFS securities	$	25,689	$	247	$	898	$	25,038
HTM securities:
U.S. Treasury	$	1,099	$	—	$	6	$	1,093
GSE	2,199		4		43		2,160
Agency MBS	17,248		27		487		16,788
States and political subdivisions	5		—		—		5
Other	1		—		—		1
Total HTM securities	$	20,552	$	31	$	536	$	20,047

Schedule of Amortized Cost and Estimated Fair Value by Contractual Maturity

The amortized cost and estimated fair value of the securities portfolio by contractual maturity are shown in the following table. The expected life of MBS may differ from contractual maturities because borrowers have the right to prepay the underlying mortgage loans.

	AFS				HTM
March 31, 2019 (Dollars in millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	285	$	285	$	1	$	1
Due after one year through five years	1,674		1,631		3,300		3,289
Due after five years through ten years	502		503		597		591
Due after ten years	24,101		23,896		16,197		16,005
Total debt securities	$	26,562	$	26,315	$	20,095	$	19,886

Schedule of Fair Values and Gross Unrealized Losses

The following tables present the fair values and gross unrealized losses of investments based on the length of time that individual securities have been in a continuous unrealized loss position:

	Less than 12 months				12 months or more				Total
March 31, 2019 (Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
AFS securities:
U.S. Treasury	$	49	$	—	$	1,442	$	43	$	1,491	$	43
GSE	12		—		179		6		191		6
Agency MBS	1,165		2		16,679		466		17,844		468
States and political subdivisions	44		—		241		12		285		12
Total	$	1,270	$	2	$	18,541	$	527	$	19,811	$	529
HTM securities:
U.S. Treasury	$	400	$	—	$	496	$	2	$	896	$	2
GSE	—		—		1,768		15		1,768		15
Agency MBS	1,121		5		13,748		218		14,869		223
Total	$	1,521	$	5	$	16,012	$	235	$	17,533	$	240
	Less than 12 months				12 months or more				Total
December 31, 2018 (Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
AFS securities:
U.S. Treasury	$	111	$	—	$	2,121	$	84	$	2,232	$	84
GSE	3		—		176		9		179		9
Agency MBS	322		2		18,478		785		18,800		787
States and political subdivisions	100		1		288		17		388		18
Total	$	536	$	3	$	21,063	$	895	$	21,599	$	898
HTM securities:
U.S. Treasury	$	698	$	3	$	395	$	3	$	1,093	$	6
GSE	—		—		1,749		43		1,749		43
Agency MBS	264		3		14,976		484		15,240		487
Total	$	962	$	6	$	17,120	$	530	$	18,082	$	536

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Loans and ACL (Tables)

3 Months Ended

Mar. 31, 2019

Receivables [Abstract]

Aging Analysis of Past Due Loans and Leases

The following tables present loans and leases HFI by aging category:

	Accruing
March 31, 2019 (Dollars in millions)	Current		30-89 Days Past Due		90 Days Or More Past Due		Nonperforming		Total
Commercial:
Commercial and industrial	$	61,746	$	36	$	—	$	196	$	61,978
CRE	20,751		3		—		75		20,829
Lease financing	2,094		3		—		1		2,098
Retail:
Residential mortgage	30,596		478		377		121		31,572
Direct	11,337		67		7		53		11,464
Indirect	17,122		316		5		80		17,523
Revolving credit	3,111		27		14		—		3,152
PCI	395		18		28		—		441
Total	$	147,152	$	948	$	431	$	526	$	149,057
	Accruing
December 31, 2018 (Dollars in millions)	Current		30-89 Days Past Due		90 Days Or More Past Due		Nonperforming		Total
Commercial:
Commercial and industrial	$	61,701	$	34	$	—	$	200	$	61,935
CRE	20,990		5		—		65		21,060
Lease financing	2,014		1		—		3		2,018
Retail:
Residential mortgage	30,413		456		405		119		31,393
Direct	11,463		61		7		53		11,584
Indirect	16,901		436		6		82		17,425
Revolving credit	3,090		28		14		—		3,132
PCI	413		23		30		—		466
Total	$	146,985	$	1,044	$	462	$	522	$	149,013

Schedule of Carrying Amounts by Risk Rating

The following table presents the carrying amount of loans by risk rating. PCI loans are excluded because their related ALLL is determined by loan pool performance and revolving credit loans are excluded as the loans are charged-off rather than reclassifying to nonperforming:

	March 31, 2019						December 31, 2018
(Dollars in millions)	Commercial & Industrial		CRE		Lease Financing		Commercial & Industrial		CRE		Lease Financing
Commercial:
Pass	$	60,514	$	20,460	$	2,082	$	60,655	$	20,712	$	2,012
Special mention	395		71		3		216		61		—
Substandard-performing	873		223		12		864		222		3
Nonperforming	196		75		1		200		65		3
Total	$	61,978	$	20,829	$	2,098	$	61,935	$	21,060	$	2,018
	Residential Mortgage		Direct		Indirect		Residential Mortgage		Direct		Indirect
Retail:
Performing	$	31,451	$	11,411	$	17,443	$	31,274	$	11,531	$	17,343
Nonperforming	121		53		80		119		53		82
Total	$	31,572	$	11,464	$	17,523	$	31,393	$	11,584	$	17,425

Summary of Allowance for Credit Losses

The following tables present activity in the ACL:

(Dollars in millions)	Balance at Jan 1, 2018		Charge-Offs			Recoveries		Provision (Benefit)			Balance at Mar 31, 2018
Commercial:
Commercial and industrial	$	522	$	(23	)	$	8	$	15		$	522
CRE	160		(6		)	2		19			175
Lease financing	9		(1		)	—		2			10
Retail:
Residential mortgage	209		(4		)	—		11			216
Direct	106		(19		)	6		6			99
Indirect	348		(107		)	15		91			347
Revolving credit	108		(21		)	5		12			104
PCI	28		—			—		(3		)	25
ALLL	1,490		(181		)	36		153			1,498
RUFC	119		—			—		(3		)	116
ACL	$	1,609	$	(181	)	$	36	$	150		$	1,614
(Dollars in millions)	Balance at Jan 1, 2019		Charge-Offs			Recoveries		Provision (Benefit)			Balance at Mar 31, 2019
Commercial:
Commercial and industrial	$	546	$	(17	)	$	6	$	13		$	548
CRE	190		(8		)	1		13			196
Lease financing	11		(1		)	—		1			11
Retail:
Residential mortgage	232		(5		)	1		(3		)	225
Direct	97		(18		)	6		11			96
Indirect	356		(109		)	17		94			358
Revolving credit	117		(26		)	6		22			119
PCI	9		—			—		(1		)	8
ALLL	1,558		(184		)	37		150			1,561
RUFC	93		—			—		5			98
ACL	$	1,651	$	(184	)	$	37	$	155		$	1,659

Schedule Of Loans Collectively Evaluated For Impairment

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

	March 31, 2019				December 31, 2018
(Dollars in millions)	Recorded Investment		Related ALLL		Recorded Investment		Related ALLL
Commercial:
Commercial and industrial	$	61,683	$	522	$	61,629	$	521
CRE	20,721		175		20,960		181
Lease financing	2,097		11		2,015		11
Retail:
Residential mortgage	30,697		159		30,539		164
Direct	11,398		91		11,517		92
Indirect	17,194		299		17,099		299
Revolving credit	3,123		108		3,104		106
PCI	441		8		466		9
Total	$	147,354	$	1,373	$	147,329	$	1,383

Schedule of Loans Individually Evaluated for Impairment

The following tables set forth certain information regarding impaired loans, excluding PCI and LHFS, that were individually evaluated for impairment:

	UPB		Recorded Investment				Related ALLL		Average Recorded Investment		Interest Income Recognized
As of / For The Three Months Ended March 31, 2019 (Dollars in millions)			Without an ALLL		With an ALLL
Commercial:
Commercial and industrial	$	308	$	90	$	205	$	26	$	308	$	1
CRE	113		18		90		21		112		—
Lease financing	2		—		1		—		2		—
Retail:
Residential mortgage	927		126		749		66		869		8
Direct	84		26		40		5		66		1
Indirect	339		5		324		59		328		12
Revolving credit	29		—		29		11		29		—
Total	$	1,802	$	265	$	1,438	$	188	$	1,714	$	22
	UPB		Recorded Investment				Related ALLL		Average Recorded Investment		Interest Income Recognized
As of / For The Year Ended December 31, 2018 (Dollars in millions)			Without an ALLL		With an ALLL
Commercial:
Commercial and industrial	$	318	$	95	$	211	$	25	$	343	$	6
CRE	102		29		71		9		97		2
Lease financing	3		—		3		—		6		—
Retail:
Residential mortgage	904		122		732		68		841		34
Direct	86		26		41		5		72		4
Indirect	335		6		320		57		306		46
Revolving credit	28		—		28		11		29		1
Total	$	1,776	$	278	$	1,406	$	175	$	1,694	$	93

Schedule of Performing and Nonperforming TDRs

The following table presents a summary of TDRs, all of which are considered impaired:

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
Performing TDRs:
Commercial:
Commercial and industrial	$	63	$	65
CRE	9		10
Retail:
Residential mortgage	669		656
Direct	54		55
Indirect	306		305
Revolving credit	29		28
Total performing TDRs	1,130		1,119
Nonperforming TDRs (also included in NPL disclosures)	178		176
Total TDRs	$	1,308	$	1,295
ALLL attributable to TDRs	$	146	$	146

Summary Of Primary Reason Loan Modifications Were Classified as TDRs

The primary reason loan modifications were classified as TDRs is summarized below. Balances represent the recorded investment at the end of the quarter in which the modification was made. Rate modifications consist of TDRs made with below market interest rates, including those that also have modifications of loan structures.

	2019						2018
Three Months Ended March 31, (Dollars in millions)	Type of Modification				ALLL Impact		Type of Modification				ALLL Impact
	Rate		Structure				Rate		Structure
Newly designated TDRs:
Commercial:
Commercial and industrial	$	26	$	3	$	1	$	10	$	10	$	—
CRE	1		—		—		19		1		—
Retail:
Residential mortgage	73		8		4		82		10		5
Direct	3		1		—		2		—		—
Indirect	48		1		6		42		1		5
Revolving credit	6		—		1		5		—		1
Re-modification of previously designated TDRs	23		5		—		21		5		—

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Other Assets and Liabilites (Tables)

3 Months Ended

Mar. 31, 2019

Other Assets and Liabilities

Schedule of Right of Use Assets and Future Maturity of Lease Liabilities

The following table presents additional information on operating and finance leases:

March 31, 2019 (Dollars in millions)	Operating Leases			Finance Leases
ROU assets	$	822		$	19
Maturities of lease liabilities:
2019	$	138		$	6
2020	188			7
2021	164			6
2022	139			5
2023	109			3
2024	85			2
Thereafter	264			3
Total lease payments	1,087			32
Less: imputed interest	128			5
Total lease liabilities	$	959		$	27
Weighted average remaining term	7.5 years			5.1 years
Weighted average discount rate	3.1		%	7.0		%

Schedule of Assets Held Under Operating Leases and Related Activities

The following tables present a summary of assets under operating leases and activity related to assets under operating leases. These tables exclude subleases on assets included in premises and equipment.

(Dollars in millions)	Mar 31, 2019			Dec 31, 2018
Assets held under operating leases	$	1,365		$	1,378
Accumulated depreciation	(389		)	(374		)
Net	$	976		$	1,004

Three Months Ended March 31, (Dollars in millions)	2019		2018
Depreciation expense for assets under operating leases	$	29	$	30

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Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Identifiable Intangible Assets Subject to Amortization

The following table, which excludes fully amortized intangibles, presents information for identifiable intangible assets:

	March 31, 2019							December 31, 2018
March 31, (Dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
CDI	$	605	$	(471	)	$	134	$	605	$	(460	)	$	145
Other, primarily customer relationship intangibles	1,318		(726		)	592		1,329		(716		)	613
Total	$	1,923	$	(1,197	)	$	726	$	1,934	$	(1,176	)	$	758

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Loan Servicing (Tables)

3 Months Ended

Mar. 31, 2019

Transfers and Servicing [Abstract]

Summary of Residential Mortgage Banking Activities

The following tables summarize residential mortgage banking activities:

(Dollars in millions)	Mar 31, 2019			Dec 31, 2018
UPB of residential mortgage loan servicing portfolio	$	117,980		$	118,605
UPB of residential mortgage loans serviced for others, primarily agency conforming fixed rate	86,119			87,270
Mortgage loans sold with recourse	404			419
Maximum recourse exposure from mortgage loans sold with recourse liability	217			223
Indemnification, recourse and repurchase reserves	22			24
As of / For the Three Months Ended March 31, (Dollars in millions)	2019			2018
UPB of residential mortgage loans sold from LHFS	$	1,300		$	2,553
Pre-tax gains recognized on mortgage loans sold and held for sale	17			39
Servicing fees recognized from mortgage loans serviced for others	61			65
Approximate weighted average servicing fee on the outstanding balance of residential mortgage loans serviced for others	0.28		%	0.28		%
Weighted average interest rate on mortgage loans serviced for others	4.06			4.00

Analysis of Activity in Residential MSRs

The following table presents a roll forward of the carrying value of residential MSRs recorded at fair value:

Three Months Ended March 31, (Dollars in millions)	2019			2018
Residential MSRs, carrying value, January 1	$	957		$	914
Additions	15			28
Change in fair value due to changes in valuation inputs or assumptions:
Prepayment speeds	(55		)	61
OAS	4			2
Servicing costs	—			—
Realization of expected net servicing cash flows, passage of time and other	(33		)	(32		)
Residential MSRs, carrying value, March 31	$	888		$	973
Gains (losses) on derivative financial instruments used to mitigate the income statement effect of changes in residential MSR fair value	$	52		$	(63	)

Residential MSRs Sensitivity

The sensitivity of the fair value of the residential MSRs to changes in key assumptions is presented in the following table:

	March 31, 2019							December 31, 2018
	Range				Weighted Average			Range				Weighted Average
(Dollars in millions)	Min		Max					Min		Max
Prepayment speed	9.7	%	12.0	%	11.2		%	9.1	%	10.5	%	9.9		%
Effect on fair value of a 10% increase					$	(36	)					$	(34	)
Effect on fair value of a 20% increase					(70		)					(66		)
OAS	6.5	%	8.2	%	6.8		%	6.6	%	8.3	%	7.0		%
Effect on fair value of a 10% increase					$	(22	)					$	(24	)
Effect on fair value of a 20% increase					(42		)					(47		)
Composition of loans serviced for others:
Fixed-rate residential mortgage loans					99.2		%					99.2		%
Adjustable-rate residential mortgage loans					0.8							0.8
Total					100.0		%					100.0		%
Weighted average life					5.6 years							6.1 years

Summary of Commercial Mortgage Banking Activities

The following table summarizes commercial mortgage banking activities for the periods presented:

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
UPB of CRE mortgages serviced for others	$	27,749	$	27,761
CRE mortgages serviced for others covered by recourse provisions	4,685		4,699
Maximum recourse exposure from CRE mortgages sold with recourse liability	1,312		1,317
Recorded reserves related to recourse exposure	6		6
CRE mortgages originated during the year-to-date period	1,261		7,072
Commercial MSRs at fair value	148		151

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Deposits (Tables)

3 Months Ended

Mar. 31, 2019

Deposits [Abstract]

Summary of Deposits

The composition of deposits is presented in the following table:

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
Noninterest-bearing deposits	$	53,021	$	53,025
Interest checking	28,028		28,130
Money market and savings	63,739		63,467
Time deposits	14,978		16,577
Total deposits	$	159,766	$	161,199
Time deposits greater than $250,000	$	3,880	$	5,713

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Schedule of Long-Term Debt, Interest Rates and Maturity Dates

The following table presents a summary of long-term debt:

	Mar 31, 2019											Dec 31, 2018
				Stated Rate				Effective Rate		Carrying Amount		Carrying Amount
(Dollars in millions)	Maturity			Min		Max
BB&T Corporation:
Fixed rate senior notes	2019	to	2025	2.05	%	6.85	%	3.28	%	$	11,147	$	10,408
Floating rate senior notes	2020		2022	2.95		3.50		3.26		1,948		2,398
Fixed rate subordinated notes	2019		2029	3.88		5.25		2.90		1,562		903
Branch Bank:
Fixed rate senior notes	2019		2022	1.45		2.85		3.02		4,918		4,895
Floating rate senior notes	2019		2020	2.85		3.27		3.22		1,149		1,149
Fixed rate subordinated notes	2025		2026	3.63		3.80		3.61		2,114		2,075
FHLB advances (1)	2019		2034	—		5.50		2.98		1,746		1,749
Other long-term debt										145		132
Total long-term debt										$	24,729	$	23,709

(1)

FHLB advances had a weighted average maturity of 3.8 years at March 31, 2019.

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Shareholders' Equity (Tables)

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Summary of Cash Dividends Declared per Share

The following table presents the dividends declared related to common stock. For information related to preferred stock dividends, see Note 10. Shareholders' Equity of the Annual Report on Form 10-K for the year ended December 31, 2018.

Three Months Ended March 31,	2019		2018
Cash dividends declared per share	$	0.405	$	0.375

Rollforward of RSUs, PSUs and Restricted Shares

The following table presents the activity related to awards of RSUs, PSUs and restricted shares:

(Shares in thousands)	Units/Shares		Wtd. Avg. Grant Date Fair Value
Nonvested at January 1, 2019	12,060		$	38.03
Granted	3,914		44.39
Vested	(3,181	)	35.02
Forfeited	(50	)	39.73
Nonvested at March 31, 2019	12,743		40.72

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AOCI (Tables)

3 Months Ended

Mar. 31, 2019

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Changes in AOCI

AOCI includes the after-tax change in unrecognized net costs related to defined benefit pension and OPEB plans, and unrealized gains and losses on cash flow hedges and AFS securities.

Three Months Ended (Dollars in millions)	Pension and OPEB Costs			Cash Flow Hedges			AFS Securities			Other, net			Total
AOCI balance, January 1, 2018	$	(1,004	)	$	(92	)	$	(356	)	$	(15	)	$	(1,467	)
OCI before reclassifications, net of tax	—			70			(282		)	(2		)	(214		)
Amounts reclassified from AOCI:
Before tax	18			11			19			—			48
Tax effect	4			3			5			—			12
Amounts reclassified, net of tax	14			8			14			—			36
Total OCI, net of tax	14			78			(268		)	(2		)	(178		)
AOCI balance, March 31, 2018	$	(990	)	$	(14	)	$	(624	)	$	(17	)	$	(1,645	)
AOCI balance, January 1, 2019	$	(1,164	)	$	(31	)	$	(500	)	$	(20	)	$	(1,715	)
OCI before reclassifications, net of tax	—			(30		)	314			2			286
Amounts reclassified from AOCI:
Before tax	23			(5		)	(6		)	—			12
Tax effect	6			(1		)	(1		)	—			4
Amounts reclassified, net of tax	17			(4		)	(5		)	—			8
Total OCI, net of tax	17			(34		)	309			2			294
AOCI balance, March 31, 2019	$	(1,147	)	$	(65	)	$	(191	)	$	(18	)	$	(1,421	)
Primary income statement location of amounts reclassified from AOCI	Other expense			Net interest income			Net interest income			Net interest income

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Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2019

Retirement Benefits [Abstract]

Components of Net Periodic Benefit Cost

The components of net periodic benefit cost for defined benefit pension plans are summarized in the following table:

Three Months Ended March 31, (Dollars in millions)	Location	2019			2018
Service cost	Personnel expense	$	54		$	60
Interest cost	Other expense	57			50
Estimated return on plan assets	Other expense	(113		)	(112		)
Amortization and other	Other expense	25			20
Net periodic benefit cost		$	23		$	18

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Schedule of Commitments and Contingencies

The following table summarizes certain commitments and contingencies. Refer to Note 15. Fair Value Disclosures for additional disclosures related to off-balance sheet financial instruments.

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
Investments in affordable housing projects:
Carrying amount	$	2,152	$	2,088
Amount of future funding commitments included in carrying amount	949		919
Lending exposure	455		460
Tax credits subject to recapture	489		523
Private equity investments:
Carrying amount	460		458
Amount of future funding commitments not included in carrying amount	313		331

Schedule of Pledged Assets

Certain assets were pledged to secure municipal deposits, securities sold under agreements to repurchase, borrowings and borrowing capacity, subject to any applicable asset discount, at the FHLB and FRB as well as for other purposes as required or permitted by law. The following table provides the total carrying amount of pledged assets by asset type, of which the majority are pursuant to agreements that do not permit the other party to sell or repledge the collateral, excluding assets related to employee benefit plans:

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
Pledged securities	$	14,070	$	13,237
Pledged loans	78,430		77,847

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Fair Value Disclosures (Tables)

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

The following tables present fair value information for assets and liabilities measured at fair value on a recurring basis:

March 31, 2019 (Dollars in millions)	Total		Level 1		Level 2		Level 3
Assets:
AFS securities:
U.S. Treasury	$	1,878	$	—	$	1,878	$	—
GSE	233		—		233		—
Agency MBS	23,047		—		23,047		—
States and political subdivisions	626		—		626		—
Non-agency MBS	497		—		111		386
Other	34		—		34		—
Total AFS securities	26,315		—		25,929		386
LHFS	834		—		834		—
MSRs	1,036		—		—		1,036
Other assets:
Trading and equity securities	1,898		371		1,516		11
Derivative assets	338		1		327		10
Private equity investments	388		—		—		388
Total assets	$	30,809	$	372	$	28,606	$	1,831
Liabilities:
Derivative liabilities	$	180	$	—	$	177	$	3
Securities sold short	250		—		250		—
Total liabilities	$	430	$	—	$	427	$	3
December 31, 2018 (Dollars in millions)	Total		Level 1		Level 2		Level 3
Assets:
AFS securities:
U.S. Treasury	$	3,441	$	—	$	3,441	$	—
GSE	200		—		200		—
Agency MBS	20,155		—		20,155		—
States and political subdivisions	701		—		701		—
Non-agency MBS	505		—		114		391
Other	36		—		36		—
Total AFS securities	25,038		—		24,647		391
LHFS	988		—		988		—
MSRs	1,108		—		—		1,108
Other assets:
Trading and equity securities	767		374		390		3
Derivative assets	246		—		234		12
Private equity investments	393		—		—		393
Total assets	$	28,540	$	374	$	26,259	$	1,907
Liabilities:
Derivative liabilities	$	247	$	1	$	246	$	—
Securities sold short	145		—		145		—
Total liabilities	$	392	$	1	$	391	$	—

Rollforward of Level 3 Assets and Liabilities

Activity for Level 3 assets and liabilities is summarized below:

Three Months Ended (Dollars in millions)	Trading and Equity Securities			Non-agency MBS			MSRs			Net Derivatives			Private Equity Investments
Balance at January 1, 2018	$	—		$	432		$	1,056		$	3		$	404
Total realized and unrealized gains (losses):
Included in earnings	—			(1		)	68			—			6
Included in unrealized net holding gains (losses) in OCI	—			23			—			—			—
Purchases	—			—			—			—			24
Issuances	—			—			37			(5		)	—
Sales	—			—			—			—			(24		)
Settlements	—			(13		)	(42		)	9			(10		)
Balance at March 31, 2018	$	—		$	441		$	1,119		$	7		$	400
Balance at January 1, 2019	$	3		$	391		$	1,108		$	12		$	393
Total realized and unrealized gains (losses):
Included in earnings	—			2			(54		)	8			23
Included in unrealized net holding gains (losses) in OCI	—			1			—			—			—
Purchases	15			—			—			—			7
Issuances	—			—			22			17			—
Sales	(7		)	—			—			—			(33		)
Settlements	—			(8		)	(40		)	(30		)	(2		)
Balance at March 31, 2019	$	11		$	386		$	1,036		$	7		$	388
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held at March 31, 2019	$	—		$	2		$	(54	)	$	7		$	4
Primary income statement location of realized gains (losses) included in earnings	Interest income			Interest income			Mortgage banking income			Mortgage banking income			Other income

Fair Value and UPB of LHFS

The following table details the fair value and UPB of LHFS that were elected to be carried at fair value:

	March 31, 2019						December 31, 2018
(Dollars in millions)	Fair Value		UPB		Difference		Fair Value		UPB		Difference
LHFS at fair value	$	834	$	824	$	10	$	988	$	975	$	13

Assets Measured at Fair Value on a Nonrecurring Basis

The following table provides information about certain assets measured at fair value on a nonrecurring basis, which are primarily collateral dependent and may be subject to liquidity adjustments. The carrying values represent end of period values, which approximate the fair value measurements that occurred on the various measurement dates throughout the period. The valuation adjustments represent the amounts recorded during the period regardless of whether the asset is still held at period end. These assets are considered to be Level 3 assets (excludes PCI).

	2019					2018
As of / For The Three Months Ended March 31, (Dollars in millions)	Carrying Value		Valuation Adjustments			Carrying Value		Valuation Adjustments
Impaired loans	$	154	$	(18	)	$	185	$	(12	)
Foreclosed real estate	33		(63		)	40		(66		)

Carrying Amounts and Fair Value of Financial Assets and Liabilities Not Recorded at Fair Value

Financial assets and liabilities not recorded at fair value are summarized below:

		March 31, 2019				December 31, 2018
(Dollars in millions)	Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
HTM securities	Level 2	$	20,095	$	19,886	$	20,552	$	20,047
Loans and leases HFI, net of ALLL	Level 3	147,496		146,077		147,455		145,591
Financial liabilities:
Time deposits	Level 2	14,978		15,026		16,577		16,617
Long-term debt	Level 2	24,729		24,977		23,709		23,723

Selected Information Pertaining to Off-Balance Sheet Financial Instruments

The following is a summary of selected information pertaining to off-balance sheet financial instruments:

	March 31, 2019				December 31, 2018
(Dollars in millions)	Notional/Contract Amount		Fair Value		Notional/Contract Amount		Fair Value
Commitments to extend, originate or purchase credit	$	73,918	$	302	$	72,435	$	280
Residential mortgage loans sold with recourse	404		3		419		3
CRE mortgages serviced for others covered by recourse provisions	4,685		6		4,699		6
Letters of credit	2,267		17		2,389		18

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Derivative Strategies

The following table provides a summary of derivative strategies and the related accounting treatment:

	Cash Flow Hedges	Fair Value Hedges	Derivatives Not Designated as Hedges
Risk exposure	Variability in cash flows of interest payments on floating rate business loans, overnight funding and various LIBOR funding instruments.	Changes in value on fixed rate long-term debt, CDs, FHLB advances, loans and state and political subdivision securities due to changes in interest rates.	Risk associated with an asset or liability, including mortgage banking operations and MSRs, or for client needs. Includes exposure to changes in market rates and conditions subsequent to the interest rate lock and funding date for mortgage loans originated for sale.
Risk management objective	Hedge the variability in the interest payments and receipts on future cash flows for forecasted transactions related to the first unhedged payments and receipts of variable interest.	Convert the fixed rate paid or received to a floating rate, primarily through the use of swaps.	For interest rate lock commitment derivatives and LHFS, use mortgage-based derivatives such as forward commitments and options to mitigate market risk. For MSRs, mitigate the income statement effect of changes in the fair value of the MSRs. For client swaps, hedges are executed with dealer counterparties to offset market risk.
Treatment during the hedge period	Changes in value of the hedging instruments are recognized in AOCI until the related cash flows from the hedged item are recognized in earnings.	Changes in value of both the hedging instruments and the assets or liabilities being hedged are recognized in the income statement line item associated with the instrument being hedged.	Entire change in fair value recognized in current period income.
Treatment if hedge ceases to be highly effective or is terminated	Hedge is dedesignated. Changes in value recorded in AOCI before dedesignation are amortized to yield over the period the forecasted hedged transactions impact earnings.	If hedged item remains outstanding, the basis adjustment that resulted from hedging is amortized into earnings over the lesser of the designated hedged period or the maturity date of the instrument, and cash flows from terminations are reported in the same category as the cash flows from the hedged item.	Not applicable
Treatment if transaction is no longer probable of occurring during forecast period or within a short period thereafter	Hedge accounting ceases and any gain or loss in AOCI is reported in earnings immediately.	Not applicable	Not applicable

Schedule of Derivative Instruments

The following table presents the notional amount and estimated fair value of derivative instruments:

		March 31, 2019								December 31, 2018
	Hedged Item or Transaction	Notional Amount		Fair Value						Notional Amount		Fair Value
(Dollars in millions)				Gain			Loss					Gain			Loss
Cash flow hedges:
Interest rate contracts:
Pay fixed swaps	3 mo. LIBOR funding	$	6,500	$	—		$	—		$	6,500	$	—		$	—
Fair value hedges:
Interest rate contracts:
Receive fixed swaps	Long-term debt	13,029		40			(54		)	12,908		5			(74		)
Options	Long-term debt	4,785		—			(2		)	4,785		—			(2		)
Pay fixed swaps	Commercial loans	499		1			—			505		2			—
Pay fixed swaps	Municipal securities	259		—			—			259		—			—
Total		18,572		41			(56		)	18,457		7			(76		)
Not designated as hedges:
Client-related and other risk management:
Interest rate contracts:
Receive fixed swaps		12,452		228			(46		)	11,577		128			(98		)
Pay fixed swaps		11,774		9			(43		)	11,523		19			(32		)
Other		1,384		1			(2		)	1,143		2			(3		)
Forward commitments		5,042		12			(11		)	2,883		11			(13		)
Foreign exchange contracts		568		3			(2		)	529		5			(2		)
Total		31,220		253			(104		)	27,655		165			(148		)
Mortgage banking:
Interest rate contracts:
Interest rate lock commitments		1,092		10			(3		)	702		12			—
When issued securities, forward rate agreements and forward commitments		2,314		1			(15		)	1,753		2			(20		)
Other		198		1			—			271		2			(1		)
Total		3,604		12			(18		)	2,726		16			(21		)
MSRs:
Interest rate contracts:
Receive fixed swaps		4,629		1			—			4,328		—			—
Pay fixed swaps		3,822		—			(1		)	3,224		—			—
Options		2,080		25			—			3,155		48			(2		)
When issued securities, forward rate agreements and forward commitments		2,517		6			(1		)	1,590		10			—
Other		54		—			—			103		—			—
Total		13,102		32			(2		)	12,400		58			(2		)
Total derivatives not designated as hedges		47,926		297			(124		)	42,781		239			(171		)
Total derivatives		$	72,998	338			(180		)	$	67,738	246			(247		)
Gross amounts not offset in the Consolidated Balance Sheets:
Amounts subject to master netting arrangements not offset due to policy election				(44		)	44					(47		)	47
Cash collateral (received) posted				(50		)	64					(53		)	82
Net amount				$	244		$	(72	)			$	146		$	(118	)

Schedule of Fair Value Hedging Basis Adjustments

The following table presents additional information for fair value hedging relationships:

	March 31, 2019							December 31, 2018
			Hedge Basis Adjustment							Hedge Basis Adjustment
(Dollars in millions)	Hedged Asset / Liability Basis		Items Currently Designated		Items No Longer Designated			Hedged Asset / Liability Basis		Items Currently Designated			Items No Longer Designated
AFS securities	$	497	$	12	$	53		$	493	$	5		$	54
Loans and leases	563		8		(2		)	562		—			(3		)
Long-term debt	15,505		18		5			15,397		(98		)	12

Impact of Derivatives on the Consolidated Statements of Income and Comprehensive Income

The following table summarizes amounts related to cash flow hedges, which consist of interest rate contracts.

Three Months Ended March 31, (Dollars in millions)	2019			2018
Pre-tax gain (loss) recognized in OCI:
Deposits	$	(10	)	$	21
Short-term borrowings	(10		)	—
Long-term debt	(20		)	72
Total	$	(40	)	$	93
Pre-tax gain (loss) reclassified from AOCI into interest expense:
Deposits	$	2		$	(2	)
Short-term borrowings	1			—
Long-term debt	2			(9		)
Total	$	5		$	(11	)

The following table summarizes the impact on net interest income related to fair value hedges, which consist of interest rate contracts.

Three Months Ended March 31, (Dollars in millions)	2019			2018
AFS securities:
Amounts related to interest settlements	$	—		$	(2	)
Recognized on derivatives	(7		)	11
Recognized on hedged items	5			(11		)
Net income (expense) recognized	(2		)	(2		)
Loans and leases:
Amounts related to interest settlements	—			—
Recognized on derivatives	(8		)	3
Recognized on hedged items	8			(3		)
Net income (expense) recognized	—			—
Long-term debt:
Amounts related to interest settlements	(22		)	8
Recognized on derivatives	116			(181		)
Recognized on hedged items	(108		)	192
Net income (expense) recognized	(14		)	19
Net income (expense) recognized, total	$	(16	)	$	17

The following table presents pre-tax gain (loss) recognized in income for derivative instruments not designated as hedges:

Three Months Ended March 31, (Dollars in millions)	Location	2019			2018
Client-related and other risk management:
Interest rate contracts	Other noninterest income	$	10		$	15
Foreign exchange contracts	Other noninterest income	2			7
Mortgage banking:
Interest rate contracts	Mortgage banking income	(3		)	4
MSRs:
Interest rate contracts	Mortgage banking income	54			(67		)
Total		$	63		$	(41	)

Deferred Gains and Losses from Hedges

The following table presents information about BB&T's cash flow and fair value hedges:

(Dollars in millions)	Mar 31, 2019			Dec 31, 2018
Cash flow hedges:
Net unrecognized after-tax gain (loss) on active hedges recorded in AOCI	$	(49	)	$	(18	)
Net unrecognized after-tax gain (loss) on terminated hedges recorded in AOCI (to be recognized in earnings through 2022)	(16		)	(13		)
Estimated portion of net after-tax gain (loss) on active and terminated hedges to be reclassified from AOCI into earnings during the next 12 months	(10		)	4
Maximum time period over which BB&T has hedged a portion of the variability in future cash flows for forecasted transactions excluding those transactions relating to the payment of variable interest on existing instruments	3 years			4 years
Fair value hedges:
Unrecognized pre-tax net gain (loss) on terminated hedges (to be recognized as interest primarily through 2029)	$	(46	)	$	(39	)
Portion of pre-tax net gain (loss) on terminated hedges to be recognized as a change in interest during the next 12 months	7			15

Schedule of Derivative Instruments Summary of Collateral Positions with Counterparties

The following table summarizes collateral positions with counterparties:

(Dollars in millions)	Mar 31, 2019		Dec 31, 2018
Dealer counterparties:
Cash collateral received from dealer counterparties	$	53	$	56
Derivatives in a net gain position secured by collateral received	52		55
Unsecured positions in a net gain with dealer counterparties after collateral postings	2		2
Cash collateral posted to dealer counterparties	56		75
Derivatives in a net loss position secured by collateral received	59		76
Additional collateral that would have been posted had BB&T's credit ratings dropped below investment grade	3		1
Central clearing parties:
Cash collateral, including initial margin, posted to central clearing parties	14		17
Derivatives in a net loss position	22		8
Securities pledged to central clearing parties	141		124

 

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Computation of EPS (Tables)

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Schedule of Basic and Diluted EPS

Basic and diluted EPS calculations are presented in the following table:

Three Months Ended March 31, (Dollars in millions, except per share data, shares in thousands)	2019		2018
Net income available to common shareholders	$	749	$	745
Weighted average number of common shares	764,135		779,617
Effect of dilutive outstanding equity-based awards	9,936		11,388
Weighted average number of diluted common shares	774,071		791,005
Basic EPS	$	0.98	$	0.96
Diluted EPS	$	0.97	$	0.94
Anti-dilutive awards	—		90

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Operating Segments (Tables)

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following table presents results by segment:

Three Months Ended March 31, (Dollars in millions)	CB-Retail				CB-Commercial				FS&CF
	2019		2018		2019		2018		2019		2018
Net interest income (expense)	$	843	$	837	$	536	$	464	$	189	$	159
Net intersegment interest income (expense)	109		48		44		70		21		18
Segment net interest income	952		885		580		534		210		177
Allocated provision for credit losses	130		122		19		37		1		(5		)
Segment net interest income after provision	822		763		561		497		209		182
Noninterest income	322		340		109		106		284		301
Noninterest expense	645		660		251		253		297		301
Income (loss) before income taxes	499		443		419		350		196		182
Provision (benefit) for income taxes	120		109		91		79		40		38
Segment net income (loss)	$	379	$	334	$	328	$	271	$	156	$	144
Identifiable assets (period end)	$	73,379	$	70,102	$	56,702	$	56,438	$	33,141	$	29,766

	IH						OT&C (1)						Total
	2019			2018			2019			2018			2019		2018
Net interest income (expense)	$	34		$	26		$	94		$	147		$	1,696	$	1,633
Net intersegment interest income (expense)	(11		)	(6		)	(163		)	(130		)	—		—
Segment net interest income	23			20			(69		)	17			1,696		1,633
Allocated provision for credit losses	3			1			2			(5		)	155		150
Segment net interest income after provision	20			19			(71		)	22			1,541		1,483
Noninterest income	515			439			(28		)	(6		)	1,202		1,180
Noninterest expense	417			375			158			97			1,768		1,686
Income (loss) before income taxes	118			83			(257		)	(81		)	975		977
Provision (benefit) for income taxes	30			21			(104		)	(61		)	177		186
Segment net income (loss)	$	88		$	62		$	(153	)	$	(20	)	$	798	$	791
Identifiable assets (period end)	$	6,376		$	5,789		$	58,085		$	58,634		$	227,683	$	220,729

(1)

Includes financial data from business units below the quantitative and qualitative thresholds requiring disclosure.

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Basis of Presentation -Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Increase in assets	$ 822
Increase in liabilities	959
Decrease in shareholders' equity	30,883	$ 30,178	$ 29,662	$ 29,695
Estimated Impact of Lease Accounting Standard
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Increase in assets	860
Increase in liabilities	997
Decrease in shareholders' equity	$ 40

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Business Combinations - Narative (Details) $ in Billions	Feb. 07, 2019 USD ($) shares
Business Acquisition [Line Items]
mutual break-up fee | $	$ 1.1
BB&T Corporation
Business Acquisition [Line Items]
Business Combination Equity Interest Received | shares	1.295

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Securities - Narrative (Details) $ in Billions	Mar. 31, 2019 USD ($)
FNMA investments
Debt Securities Exceeding Ten Percent of Stockholders Equity [Line Items]
Securities, amortized cost	$ 14.2
Securities, fair value	13.9
FHLMC investments
Debt Securities Exceeding Ten Percent of Stockholders Equity [Line Items]
Securities, amortized cost	10.3
Securities, fair value	$ 10.2

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Securities - Amortized Cost, Gross Unrealized Gains and Losses, and Fair Value (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
AFS securities
AFS securities, Amortized Cost	$ 26,562	$ 25,689
Gross Unrealized Gains	282	247
Gross Unrealized Losses	529	898
AFS securities, Fair Value	26,315	25,038
HTM securities
HTM securities, Amortized Cost	20,095	20,552
Gross Unrealized Gains	31	31
Gross Unrealized Losses	240	536
HTM securities, Fair Value	19,886	20,047
U.S. Treasury
AFS securities
AFS securities, Amortized Cost	1,920	3,503
Gross Unrealized Gains	1	22
Gross Unrealized Losses	43	84
AFS securities, Fair Value	1,878	3,441
HTM securities
HTM securities, Amortized Cost	1,099	1,099
Gross Unrealized Gains	0	0
Gross Unrealized Losses	2	6
HTM securities, Fair Value	1,097	1,093
GSE
AFS securities
AFS securities, Amortized Cost	238	209
Gross Unrealized Gains	1	0
Gross Unrealized Losses	6	9
AFS securities, Fair Value	233	200
HTM securities
HTM securities, Amortized Cost	2,199	2,199
Gross Unrealized Gains	6	4
Gross Unrealized Losses	15	43
HTM securities, Fair Value	2,190	2,160
Agency MBS
AFS securities
AFS securities, Amortized Cost	23,450	20,927
Gross Unrealized Gains	65	15
Gross Unrealized Losses	468	787
AFS securities, Fair Value	23,047	20,155
HTM securities
HTM securities, Amortized Cost	16,792	17,248
Gross Unrealized Gains	25	27
Gross Unrealized Losses	223	487
HTM securities, Fair Value	16,594	16,788
States and political subdivisions
AFS securities
AFS securities, Amortized Cost	607	694
Gross Unrealized Gains	31	25
Gross Unrealized Losses	12	18
AFS securities, Fair Value	626	701
HTM securities
HTM securities, Amortized Cost	4	5
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
HTM securities, Fair Value	4	5
Non-agency MBS
AFS securities
AFS securities, Amortized Cost	313	321
Gross Unrealized Gains	184	184
Gross Unrealized Losses	0	0
AFS securities, Fair Value	497	505
Other
AFS securities
AFS securities, Amortized Cost	34	35
Gross Unrealized Gains	0	1
Gross Unrealized Losses	0	0
AFS securities, Fair Value	34	36
HTM securities
HTM securities, Amortized Cost	1	1
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
HTM securities, Fair Value	$ 1	$ 1

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Securities - Amortized Cost and Estimated Fair Value by Contractual Maturity (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
AFS, Amortized Cost
Due in one year or less	$ 285
Due after one year through five years	1,674
Due after five years through ten years	502
Due after ten years	24,101
Total debt securities	26,562	$ 25,689
AFS, Fair Value
Due in one year or less	285
Due after one year through five years	1,631
Due after five years through ten years	503
Due after ten years	23,896
Total debt securities	26,315	25,038
HTM, Amortized Cost
Due in one year or less	1
Due after one year through five years	3,300
Due after five years through ten years	597
Due after ten years	16,197
Total debt securities	20,095	20,552
HTM, Fair Value
Due in one year or less	1
Due after one year through five years	3,289
Due after five years through ten years	591
Due after ten years	16,005
Total debt securities	$ 19,886	$ 20,047

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Securities - Gross Unrealized Losses and Fair Values of Investments in Continuous Unrealized Loss Positions (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
AFS securities, Fair Value
Less than 12 months	$ 1,270	$ 536
12 months or more	18,541	21,063
Total	19,811	21,599
AFS securities, Unrealized Losses
Less than 12 months	2	3
12 months or more	527	895
Total	529	898
HTM securities, Fair Value
Less than 12 months	1,521	962
12 months or more	16,012	17,120
Total	17,533	18,082
HTM securities, Unrealized Losses
Less than 12 months	5	6
12 months or more	235	530
Total	240	536
U.S. Treasury
AFS securities, Fair Value
Less than 12 months	49	111
12 months or more	1,442	2,121
Total	1,491	2,232
AFS securities, Unrealized Losses
Less than 12 months	0	0
12 months or more	43	84
Total	43	84
HTM securities, Fair Value
Less than 12 months	400	698
12 months or more	496	395
Total	896	1,093
HTM securities, Unrealized Losses
Less than 12 months	0	3
12 months or more	2	3
Total	2	6
GSE
AFS securities, Fair Value
Less than 12 months	12	3
12 months or more	179	176
Total	191	179
AFS securities, Unrealized Losses
Less than 12 months	0	0
12 months or more	6	9
Total	6	9
HTM securities, Fair Value
Less than 12 months	0	0
12 months or more	1,768	1,749
Total	1,768	1,749
HTM securities, Unrealized Losses
Less than 12 months	0	0
12 months or more	15	43
Total	15	43
Agency MBS
AFS securities, Fair Value
Less than 12 months	1,165	322
12 months or more	16,679	18,478
Total	17,844	18,800
AFS securities, Unrealized Losses
Less than 12 months	2	2
12 months or more	466	785
Total	468	787
HTM securities, Fair Value
Less than 12 months	1,121	264
12 months or more	13,748	14,976
Total	14,869	15,240
HTM securities, Unrealized Losses
Less than 12 months	5	3
12 months or more	218	484
Total	223	487
States and political subdivisions
AFS securities, Fair Value
Less than 12 months	44	100
12 months or more	241	288
Total	285	388
AFS securities, Unrealized Losses
Less than 12 months	0	1
12 months or more	12	17
Total	$ 12	$ 18

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Loans and ACL - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Receivables [Abstract]
Modifications that defaulted during the period that had been classified as a TDR during the previous 12 months	$ 18	$ 23
Residential mortgage loans in process of foreclosure	$ 258		$ 253

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Loans and ACL - Aging Analysis of Loans and Leases (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Financing Receivable [Line Items]
Current	$ 147,152	$ 146,985
30-89 Days Past Due	948	1,044
90 Days Or More Past Due	431	462
Nonperforming	526	522
Total	149,057	149,013
Commercial | Commercial and industrial
Financing Receivable [Line Items]
Current	61,746	61,701
30-89 Days Past Due	36	34
90 Days Or More Past Due	0	0
Nonperforming	196	200
Total	61,978	61,935
Commercial | CRE
Financing Receivable [Line Items]
Current	20,751	20,990
30-89 Days Past Due	3	5
90 Days Or More Past Due	0	0
Nonperforming	75	65
Total	20,829	21,060
Commercial | Lease financing
Financing Receivable [Line Items]
Current	2,094	2,014
30-89 Days Past Due	3	1
90 Days Or More Past Due	0	0
Nonperforming	1	3
Total	2,098	2,018
Retail | Residential mortgage
Financing Receivable [Line Items]
Current	30,596	30,413
30-89 Days Past Due	478	456
90 Days Or More Past Due	377	405
Nonperforming	121	119
Total	31,572	31,393
Retail | Direct
Financing Receivable [Line Items]
Current	11,337	11,463
30-89 Days Past Due	67	61
90 Days Or More Past Due	7	7
Nonperforming	53	53
Total	11,464	11,584
Retail | Indirect
Financing Receivable [Line Items]
Current	17,122	16,901
30-89 Days Past Due	316	436
90 Days Or More Past Due	5	6
Nonperforming	80	82
Total	17,523	17,425
Revolving credit
Financing Receivable [Line Items]
Current	3,111	3,090
30-89 Days Past Due	27	28
90 Days Or More Past Due	14	14
Nonperforming	0	0
Total	3,152	3,132
PCI
Financing Receivable [Line Items]
Current	395	413
30-89 Days Past Due	18	23
90 Days Or More Past Due	28	30
Nonperforming	0	0
Total	$ 441	$ 466

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Loans and ACL - Risk Rating (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Loans and leases	$ 149,057	$ 149,013
Commercial | Commercial & Industrial
Loans and leases	61,978	61,935
Commercial | Commercial & Industrial | Pass
Loans and leases	60,514	60,655
Commercial | Commercial & Industrial | Special mention
Loans and leases	395	216
Commercial | Commercial & Industrial | Substandard-performing
Loans and leases	873	864
Commercial | Commercial & Industrial | Nonperforming
Loans and leases	196	200
Commercial | CRE
Loans and leases	20,829	21,060
Commercial | CRE | Pass
Loans and leases	20,460	20,712
Commercial | CRE | Special mention
Loans and leases	71	61
Commercial | CRE | Substandard-performing
Loans and leases	223	222
Commercial | CRE | Nonperforming
Loans and leases	75	65
Commercial | Lease Financing
Loans and leases	2,098	2,018
Commercial | Lease Financing | Pass
Loans and leases	2,082	2,012
Commercial | Lease Financing | Special mention
Loans and leases	3	0
Commercial | Lease Financing | Substandard-performing
Loans and leases	12	3
Commercial | Lease Financing | Nonperforming
Loans and leases	1	3
Retail | Residential mortgage
Loans and leases	31,572	31,393
Retail | Residential mortgage | Performing
Loans and leases	31,451	31,274
Retail | Residential mortgage | Nonperforming
Loans and leases	121	119
Retail | Direct
Loans and leases	11,464	11,584
Retail | Direct | Performing
Loans and leases	11,411	11,531
Retail | Direct | Nonperforming
Loans and leases	53	53
Retail | Indirect
Loans and leases	17,523	17,425
Retail | Indirect | Performing
Loans and leases	17,443	17,343
Retail | Indirect | Nonperforming
Loans and leases	$ 80	$ 82

XML

Loans and ACL - Allowance for Credit Losses (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Provision for credit losses	$ 155	$ 150
Commercial | Commercial and industrial
Financing Receivable, Allowance for Credit Losses [Roll Forward]
ACL, beginning balance	546	522
Charge-Offs	(17)	(23)
Recoveries	6	8
Provision for credit losses	13	15
ACL, ending balance	548	522
Commercial | CRE
Financing Receivable, Allowance for Credit Losses [Roll Forward]
ACL, beginning balance	190	160
Charge-Offs	(8)	(6)
Recoveries	1	2
Provision for credit losses	13	19
ACL, ending balance	196	175
Commercial | Lease financing
Financing Receivable, Allowance for Credit Losses [Roll Forward]
ACL, beginning balance	11	9
Charge-Offs	(1)	(1)
Recoveries	0	0
Provision for credit losses	1	2
ACL, ending balance	11	10
Retail | Residential mortgage
Financing Receivable, Allowance for Credit Losses [Roll Forward]
ACL, beginning balance	232	209
Charge-Offs	(5)	(4)
Recoveries	1	0
Provision for credit losses	(3)	11
ACL, ending balance	225	216
Retail | Direct
Financing Receivable, Allowance for Credit Losses [Roll Forward]
ACL, beginning balance	97	106
Charge-Offs	(18)	(19)
Recoveries	6	6
Provision for credit losses	11	6
ACL, ending balance	96	99
Retail | Indirect
Financing Receivable, Allowance for Credit Losses [Roll Forward]
ACL, beginning balance	356	348
Charge-Offs	(109)	(107)
Recoveries	17	15
Provision for credit losses	94	91
ACL, ending balance	358	347
Revolving credit
Financing Receivable, Allowance for Credit Losses [Roll Forward]
ACL, beginning balance	117	108
Charge-Offs	(26)	(21)
Recoveries	6	5
Provision for credit losses	22	12
ACL, ending balance	119	104
PCI
Financing Receivable, Allowance for Credit Losses [Roll Forward]
ACL, beginning balance	9	28
Charge-Offs	0	0
Recoveries	0	0
Provision for credit losses	(1)	(3)
ACL, ending balance	8	25
ALLL
Financing Receivable, Allowance for Credit Losses [Roll Forward]
ACL, beginning balance	1,558	1,490
Charge-Offs	(184)	(181)
Recoveries	37	36
Provision for credit losses	150	153
ACL, ending balance	1,561	1,498
RUFC
Financing Receivable, Allowance for Credit Losses [Roll Forward]
ACL, beginning balance	93	119
Charge-Offs	0	0
Recoveries	0	0
Provision for credit losses	5	(3)
ACL, ending balance	98	116
ACL
Financing Receivable, Allowance for Credit Losses [Roll Forward]
ACL, beginning balance	1,651	1,609
Charge-Offs	(184)	(181)
Recoveries	37	36
Provision for credit losses	155	150
ACL, ending balance	$ 1,659	$ 1,614

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Loans and ACL - Collectively Evaluated for Impairment (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Recorded Investment	$ 147,354	$ 147,329
Related ALLL	1,373	1,383
Commercial | Commercial and industrial
Recorded Investment	61,683	61,629
Related ALLL	522	521
Commercial | CRE
Recorded Investment	20,721	20,960
Related ALLL	175	181
Commercial | Lease financing
Recorded Investment	2,097	2,015
Related ALLL	11	11
Retail | Residential mortgage
Recorded Investment	30,697	30,539
Related ALLL	159	164
Retail | Direct
Recorded Investment	11,398	11,517
Related ALLL	91	92
Retail | Indirect
Recorded Investment	17,194	17,099
Related ALLL	299	299
Revolving credit
Recorded Investment	3,123	3,104
Related ALLL	108	106
PCI
Recorded Investment	441	466
Related ALLL	$ 8	$ 9

XML

Loans and ACL - Individually Evaluated for Impairment (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Financing Receivable, Impaired [Line Items]
UPB	$ 1,802	$ 1,776
Recorded Investment Without an ALLL	265	278
Recorded Investment With an ALLL	1,438	1,406
Related ALLL	188	175
Average Recorded Investment	1,714	1,694
Interest Income Recognized	22	93
Commercial | Commercial and industrial
Financing Receivable, Impaired [Line Items]
UPB	308	318
Recorded Investment Without an ALLL	90	95
Recorded Investment With an ALLL	205	211
Related ALLL	26	25
Average Recorded Investment	308	343
Interest Income Recognized	1	6
Commercial | CRE
Financing Receivable, Impaired [Line Items]
UPB	113	102
Recorded Investment Without an ALLL	18	29
Recorded Investment With an ALLL	90	71
Related ALLL	21	9
Average Recorded Investment	112	97
Interest Income Recognized	0	2
Commercial | Lease financing
Financing Receivable, Impaired [Line Items]
UPB	2	3
Recorded Investment Without an ALLL	0	0
Recorded Investment With an ALLL	1	3
Related ALLL	0	0
Average Recorded Investment	2	6
Interest Income Recognized	0	0
Retail | Residential mortgage
Financing Receivable, Impaired [Line Items]
UPB	927	904
Recorded Investment Without an ALLL	126	122
Recorded Investment With an ALLL	749	732
Related ALLL	66	68
Average Recorded Investment	869	841
Interest Income Recognized	8	34
Retail | Direct
Financing Receivable, Impaired [Line Items]
UPB	84	86
Recorded Investment Without an ALLL	26	26
Recorded Investment With an ALLL	40	41
Related ALLL	5	5
Average Recorded Investment	66	72
Interest Income Recognized	1	4
Retail | Indirect
Financing Receivable, Impaired [Line Items]
UPB	339	335
Recorded Investment Without an ALLL	5	6
Recorded Investment With an ALLL	324	320
Related ALLL	59	57
Average Recorded Investment	328	306
Interest Income Recognized	12	46
Revolving credit
Financing Receivable, Impaired [Line Items]
UPB	29	28
Recorded Investment Without an ALLL	0	0
Recorded Investment With an ALLL	29	28
Related ALLL	11	11
Average Recorded Investment	29	29
Interest Income Recognized	$ 0	$ 1

XML

Loans and ACL - Summary of TDRs (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Financing Receivable [Line Items]
Total TDRs	$ 1,308	$ 1,295
ALLL attributable to TDRs	146	146
Performing TDRs
Financing Receivable [Line Items]
Total TDRs	1,130	1,119
Nonperforming TDRs (also included in NPL disclosures)
Financing Receivable [Line Items]
Total TDRs	178	176
Commercial | Commercial and industrial | Performing TDRs
Financing Receivable [Line Items]
Total TDRs	63	65
Commercial | CRE | Performing TDRs
Financing Receivable [Line Items]
Total TDRs	9	10
Retail | Residential mortgage | Performing TDRs
Financing Receivable [Line Items]
Total TDRs	669	656
Retail | Direct | Performing TDRs
Financing Receivable [Line Items]
Total TDRs	54	55
Retail | Indirect | Performing TDRs
Financing Receivable [Line Items]
Total TDRs	306	305
Revolving credit | Performing TDRs
Financing Receivable [Line Items]
Total TDRs	$ 29	$ 28

XML

Loans and ACL - Types of Modifications and Impact to Allowance (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Newly Designated TDRs | Commercial | Commercial and industrial
Financing Receivable, Modifications [Line Items]
ALLL Impact	$ 1	$ 0
Newly Designated TDRs | Commercial | CRE
Financing Receivable, Modifications [Line Items]
ALLL Impact	0	0
Newly Designated TDRs | Retail | Residential mortgage
Financing Receivable, Modifications [Line Items]
ALLL Impact	4	5
Newly Designated TDRs | Retail | Direct
Financing Receivable, Modifications [Line Items]
ALLL Impact	0	0
Newly Designated TDRs | Retail | Indirect
Financing Receivable, Modifications [Line Items]
ALLL Impact	6	5
Newly Designated TDRs | Revolving credit
Financing Receivable, Modifications [Line Items]
ALLL Impact	1	1
Newly Designated TDRs | Rate | Commercial | Commercial and industrial
Financing Receivable, Modifications [Line Items]
TDRs	26	10
Newly Designated TDRs | Rate | Commercial | CRE
Financing Receivable, Modifications [Line Items]
TDRs	1	19
Newly Designated TDRs | Rate | Retail | Residential mortgage
Financing Receivable, Modifications [Line Items]
TDRs	73	82
Newly Designated TDRs | Rate | Retail | Direct
Financing Receivable, Modifications [Line Items]
TDRs	3	2
Newly Designated TDRs | Rate | Retail | Indirect
Financing Receivable, Modifications [Line Items]
TDRs	48	42
Newly Designated TDRs | Rate | Revolving credit
Financing Receivable, Modifications [Line Items]
TDRs	6	5
Newly Designated TDRs | Structure | Commercial | Commercial and industrial
Financing Receivable, Modifications [Line Items]
TDRs	3	10
Newly Designated TDRs | Structure | Commercial | CRE
Financing Receivable, Modifications [Line Items]
TDRs	0	1
Newly Designated TDRs | Structure | Retail | Residential mortgage
Financing Receivable, Modifications [Line Items]
TDRs	8	10
Newly Designated TDRs | Structure | Retail | Direct
Financing Receivable, Modifications [Line Items]
TDRs	1	0
Newly Designated TDRs | Structure | Retail | Indirect
Financing Receivable, Modifications [Line Items]
TDRs	1	1
Newly Designated TDRs | Structure | Revolving credit
Financing Receivable, Modifications [Line Items]
TDRs	0	0
Re-Modification of Previously Designated TDRs
Financing Receivable, Modifications [Line Items]
ALLL Impact	0	0
Re-Modification of Previously Designated TDRs | Rate
Financing Receivable, Modifications [Line Items]
TDRs	23	21
Re-Modification of Previously Designated TDRs | Structure
Financing Receivable, Modifications [Line Items]
TDRs	$ 5	$ 5

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Other Assets and Liabilites - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019 USD ($)
Narrative [Abstract]
Operating Lease, Cost	$ 49

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Other Assets and Liabilites - Schedule of Right of Use Assets and Future Maturities of Lease Liabilities (Details) $ in Millions	Mar. 31, 2019 USD ($)
Right of Use Assets
Right-of-Use Asset, Operating Lease	$ 822
Right-of-Use Asset, Finance Lease	19
Operating Lease Liabilities, Payments Due
2019, Operating Leases	138
2020, Operating Leases	188
2021, Operating Leases	164
2022, Operating Leases	139
2023, Operating Lease	109
2024, Operating Leases	85
Thereafter, Operating Leases	264
Total lease payments, Operating Leases	1,087
Less: imputed interest, Operating Lease	128
Total lease liabilities, Operating Leases	$ 959
Weighted Average Remaining Lease Term, Operating Lease	7 years 6 months
Weighted Average Discount Rate, Percent, Operating Lease	3.10%
Finance Lease Liabilities, Payments, Due
2019, Finance Leases	$ 6
2020, Finance Leases	7
2021, Finance Leases	6
2022, Finance Leases	5
2023, Finance Lease	3
2024, Finance Leases	2
Thereafter, Finance Leases	3
Total lease payments, Finance Leases	32
Less: imputed interest, Finance Leases	5
Total lease liabilities, Finance Leases	$ 27
Weighted Average Remaining Lease Term, Finance Lease	5 years 1 month 6 days
Weighted Average Discount Rate, Percent, Finance Lease	7.00%

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Other Assets and Liabilites - Schedule of Assets Held Under Operating Leases and Related Activities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Other Assets and Liabilities
Net	$ 2,078		$ 2,118
Assets held under operating leases
Other Assets and Liabilities
Assets held under operating leases	1,365		1,378
Accumulated depreciation	(389)		(374)
Net	976		$ 1,004
Depreciation expense for assets under operating leases	$ 29	$ 30

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Goodwill and Other Intangible Assets - Identifiable Intangible Assets (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,923	$ 1,934
Accumulated Amortization	(1,197)	(1,176)
Net Carrying Amount	726	758
CDI
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	605	605
Accumulated Amortization	(471)	(460)
Net Carrying Amount	134	145
Other, primarily customer relationship intangibles
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,318	1,329
Accumulated Amortization	(726)	(716)
Net Carrying Amount	$ 592	$ 613

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Loan Servicing - Residential Mortgage Banking Activities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Risks Inherent in Servicing Assets and Servicing Liabilities [Line Items]
Servicing fees recognized from mortgage loans serviced for others	$ 1,202	$ 1,180
Residential
Risks Inherent in Servicing Assets and Servicing Liabilities [Line Items]
UPB of residential mortgage loan servicing portfolio	117,980		$ 118,605
UPB of residential mortgage loans serviced for others, primarily agency conforming fixed rate	86,119		87,270
Mortgage loans sold with recourse	404		419
Maximum recourse exposure from mortgage loans sold with recourse liability	217		223
Indemnification, recourse and repurchase reserves	22		$ 24
UPB of residential mortgage loans sold from LHFS	1,300	2,553
Pre-tax gains recognized on mortgage loans sold and held for sale	$ 17	$ 39
Approximate weighted average servicing fee on the outstanding balance of residential mortgage loans serviced for others	0.28%	0.28%
Weighted average interest rate on mortgage loans serviced for others	4.06%	4.00%
Bank Servicing | Residential
Risks Inherent in Servicing Assets and Servicing Liabilities [Line Items]
Servicing fees recognized from mortgage loans serviced for others	$ 61	$ 65

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Loan Servicing - Analysis of Activity in Residential MSRs (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Servicing Asset at Fair Value, Amount [Roll Forward]
MSRs, carrying value, beginning balance	$ 1,108
Change in fair value due to changes in valuation inputs or assumptions:
MSRs, carrying value, ending balance	1,036
Residential MSRs
Servicing Asset at Fair Value, Amount [Roll Forward]
MSRs, carrying value, beginning balance	957	$ 914
Additions	15	28
Change in fair value due to changes in valuation inputs or assumptions:
Prepayment speeds	(55)	61
OAS	4	2
Servicing costs	0	0
Realization of expected net servicing cash flows, passage of time and other	(33)	(32)
MSRs, carrying value, ending balance	888	973
Gains (losses) on derivative financial instruments used to mitigate the income statement effect of changes in residential MSR fair value	$ 52	$ (63)

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Loan Servicing - Residential MSR Sensitivity (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Residential MSRs
Servicing Assets at Fair Value [Line Items]
Composition of loans serviced for others	100.00%		100.00%
Weighted average life	5 years 7 months 6 days	6 years 1 month 6 days
Residential MSRs | Min
Servicing Assets at Fair Value [Line Items]
Prepayment speed	9.70%	9.10%
OAS	6.50%	6.60%
Residential MSRs | Max
Servicing Assets at Fair Value [Line Items]
Prepayment speed	12.00%	10.50%
OAS	8.20%	8.30%
Residential MSRs | Weighted Average
Servicing Assets at Fair Value [Line Items]
Prepayment speed	11.20%		9.90%
Effect on fair value of a 10% increase	$ (36)		$ (34)
Effect on fair value of a 20% increase	$ (70)		$ (66)
OAS	6.80%		7.00%
Effect on fair value of a 10% increase	$ (22)		$ (24)
Effect on fair value of a 20% increase	$ (42)		$ (47)
Fixed-rate residential mortgage loans
Servicing Assets at Fair Value [Line Items]
Composition of loans serviced for others	99.20%		99.20%
Adjustable-rate residential mortgage loans
Servicing Assets at Fair Value [Line Items]
Composition of loans serviced for others	0.80%		0.80%

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Loan Servicing - Commercial Mortgage Banking Activities (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Servicing Assets at Fair Value [Line Items]
MSRs at fair value	$ 1,036	$ 1,108
CRE
Servicing Assets at Fair Value [Line Items]
UPB of CRE mortgages serviced for others	27,749	27,761
CRE mortgages serviced for others covered by recourse provisions	4,685	4,699
Maximum recourse exposure from CRE mortgages sold with recourse liability	1,312	1,317
Recorded reserves related to recourse exposure	6	6
CRE mortgages originated during the year-to-date period	1,261	7,072
MSRs at fair value	$ 148	$ 151

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Deposits (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Deposits [Abstract]
Noninterest-bearing deposits	$ 53,021	$ 53,025
Interest checking	28,028	28,130
Money market and savings	63,739	63,467
Time deposits	14,978	16,577
Total deposits	159,766	161,199
Time deposits greater than $250,000	$ 3,880	$ 5,713

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Long-Term Debt - Schedule of Long Term Debt, Interest Rates and Maturity Dates (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Debt Instruments [Line Items]
Long-term Debt, Carrying Amount	$ 24,729	$ 23,709
Other long-term debt
Debt Instruments [Line Items]
Long-term Debt, Carrying Amount	$ 145	132
BB&T Corporation | Senior notes | Fixed rate
Debt Instruments [Line Items]
Maturity Date Range, Start	Jan. 01, 2019
Maturity Date Range, End	Dec. 31, 2025
Effective Rate	3.28%
Long-term Debt, Carrying Amount	$ 11,147	10,408
BB&T Corporation | Senior notes | Fixed rate | Min
Debt Instruments [Line Items]
Stated Rate	2.05%
BB&T Corporation | Senior notes | Fixed rate | Max
Debt Instruments [Line Items]
Stated Rate	6.85%
BB&T Corporation | Senior notes | Floating rate
Debt Instruments [Line Items]
Maturity Date Range, Start	Jan. 01, 2020
Maturity Date Range, End	Dec. 31, 2022
Effective Rate	3.26%
Long-term Debt, Carrying Amount	$ 1,948	2,398
BB&T Corporation | Senior notes | Floating rate | Min
Debt Instruments [Line Items]
Stated Rate	2.95%
BB&T Corporation | Senior notes | Floating rate | Max
Debt Instruments [Line Items]
Stated Rate	3.50%
BB&T Corporation | Subordinated notes | Fixed rate
Debt Instruments [Line Items]
Maturity Date Range, Start	Jan. 01, 2019
Maturity Date Range, End	Dec. 31, 2029
Effective Rate	2.90%
Long-term Debt, Carrying Amount	$ 1,562	903
BB&T Corporation | Subordinated notes | Fixed rate | Min
Debt Instruments [Line Items]
Stated Rate	3.88%
BB&T Corporation | Subordinated notes | Fixed rate | Max
Debt Instruments [Line Items]
Stated Rate	5.25%
Branch Bank | Senior notes | Fixed rate
Debt Instruments [Line Items]
Maturity Date Range, Start	Jan. 01, 2019
Maturity Date Range, End	Dec. 31, 2022
Effective Rate	3.02%
Long-term Debt, Carrying Amount	$ 4,918	4,895
Branch Bank | Senior notes | Fixed rate | Min
Debt Instruments [Line Items]
Stated Rate	1.45%
Branch Bank | Senior notes | Fixed rate | Max
Debt Instruments [Line Items]
Stated Rate	2.85%
Branch Bank | Senior notes | Floating rate
Debt Instruments [Line Items]
Maturity Date Range, Start	Jan. 01, 2019
Maturity Date Range, End	Dec. 31, 2020
Effective Rate	3.22%
Long-term Debt, Carrying Amount	$ 1,149	1,149
Branch Bank | Senior notes | Floating rate | Min
Debt Instruments [Line Items]
Stated Rate	2.85%
Branch Bank | Senior notes | Floating rate | Max
Debt Instruments [Line Items]
Stated Rate	3.27%
Branch Bank | Subordinated notes | Fixed rate
Debt Instruments [Line Items]
Maturity Date Range, Start	Jan. 01, 2025
Maturity Date Range, End	Dec. 31, 2026
Effective Rate	3.61%
Long-term Debt, Carrying Amount	$ 2,114	2,075
Branch Bank | Subordinated notes | Fixed rate | Min
Debt Instruments [Line Items]
Stated Rate	3.63%
Branch Bank | Subordinated notes | Fixed rate | Max
Debt Instruments [Line Items]
Stated Rate	3.80%
Branch Bank | FHLB advances
Debt Instruments [Line Items]
Maturity Date Range, Start	Jan. 01, 2019
Maturity Date Range, End	Dec. 31, 2034
Effective Rate	2.98%
Long-term Debt, Carrying Amount	$ 1,746	$ 1,749
Weighted average maturity of FHLB advances	3 years 9 months 18 days
Branch Bank | FHLB advances | Min
Debt Instruments [Line Items]
Stated Rate	0.00%
Branch Bank | FHLB advances | Max
Debt Instruments [Line Items]
Stated Rate	5.50%

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Shareholders' Equity - Summary of Cash Dividends Declared per Share (Details) - $ / shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Equity [Abstract]
Common Stock, Dividends, Per Share, Declared	$ 0.405	$ 0.375

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Shareholders' Equity - Rollforward of RSUs, PSUs and Restricted Shares (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2019 $ / shares shares
Units/Shares
Nonvested, beginning balance (in units/shares) | shares	12,060
Granted (in units/shares) | shares	3,914
Vested (in units/shares) | shares	(3,181)
Forfeited (in units/shares) | shares	(50)
Nonvested, ending balance (in units/shares) | shares	12,743
Wtd. Avg. Grant Date Fair Value
Nonvested, beginning balance (in usd per units/share) | $ / shares	$ 38.03
Granted (in usd per units/share) | $ / shares	44.39
Vested (in usd per units/share) | $ / shares	35.02
Forfeited (in usd per units/share) | $ / shares	39.73
Nonvested, ending balance (in usd per units/share) | $ / shares	$ 40.72

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AOCI (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Amounts reclassified from AOCI:
OCI	$ 294	$ (178)
Pension and OPEB Costs
AOCI, Net of Tax [Roll Forward]
AOCI, beginning balance	(1,164)	(1,004)
OCI before reclassifications, net of tax	0	0
Amounts reclassified from AOCI:
OCI	17	14
AOCI, ending balance	(1,147)	(990)
Pension and OPEB Costs | Amounts reclassified from AOCI
Amounts reclassified from AOCI:
Before tax	23	18
Tax effect	6	4
Amounts reclassified, net of tax	17	14
Cash Flow Hedges
AOCI, Net of Tax [Roll Forward]
AOCI, beginning balance	(31)	(92)
OCI before reclassifications, net of tax	(30)	70
Amounts reclassified from AOCI:
OCI	(34)	78
AOCI, ending balance	(65)	(14)
Cash Flow Hedges | Amounts reclassified from AOCI
Amounts reclassified from AOCI:
Before tax	(5)	11
Tax effect	(1)	3
Amounts reclassified, net of tax	(4)	8
AFS Securities
AOCI, Net of Tax [Roll Forward]
AOCI, beginning balance	(500)	(356)
OCI before reclassifications, net of tax	314	(282)
Amounts reclassified from AOCI:
OCI	309	(268)
AOCI, ending balance	(191)	(624)
AFS Securities | Amounts reclassified from AOCI
Amounts reclassified from AOCI:
Before tax	(6)	19
Tax effect	(1)	5
Amounts reclassified, net of tax	(5)	14
Other, net
AOCI, Net of Tax [Roll Forward]
AOCI, beginning balance	(20)	(15)
OCI before reclassifications, net of tax	2	(2)
Amounts reclassified from AOCI:
OCI	2	(2)
AOCI, ending balance	(18)	(17)
Other, net | Amounts reclassified from AOCI
Amounts reclassified from AOCI:
Before tax	0	0
Tax effect	0	0
Amounts reclassified, net of tax	0	0
Total
AOCI, Net of Tax [Roll Forward]
AOCI, beginning balance	(1,715)	(1,467)
OCI before reclassifications, net of tax	286	(214)
Amounts reclassified from AOCI:
OCI	294	(178)
AOCI, ending balance	(1,421)	(1,645)
Total | Amounts reclassified from AOCI
Amounts reclassified from AOCI:
Before tax	12	48
Tax effect	4	12
Amounts reclassified, net of tax	$ 8	$ 36

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Income Taxes - Narrative (Details)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Taxes [Abstract]
Effective Income Tax Rate Reconciliation, Percent	18.20%	19.00%

XML

Benefit Plans - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019 USD ($)
Qualified Plan
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Discretionary contributions	$ 549

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Benefit Plans - Summary of the Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Net periodic pension cost:
Service cost	$ 54	$ 60
Interest cost	57	50
Estimated return on plan assets	(113)	(112)
Amortization and other	25	20
Net periodic benefit cost	$ 23	$ 18

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Commitments and Contingencies - Summary (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Investments in affordable housing projects
Other Commitments [Line Items]
Carrying amount	$ 2,152	$ 2,088
Amount of future funding commitments included in carrying amount	949	919
Lending exposure	455	460
Tax credits subject to recapture	489	523
Private equity investments
Other Commitments [Line Items]
Carrying amount	460	458
Amount of future funding commitments not included in carrying amount	$ 313	$ 331

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Commitments and Contingencies - Pledged Assets (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Pledged securities	$ 14,070	$ 13,237
Pledged loans	$ 78,430	$ 77,847

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Fair Value Disclosures - Narrative (Details)	Mar. 31, 2019 Multiple
Private Equity Investments | Minimum | EBITDA Multiple
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unobservable inputs, EBITDA multiples	5
Private Equity Investments | Maximum | EBITDA Multiple
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unobservable inputs, EBITDA multiples	14
Private Equity Investments | Weighted average | EBITDA Multiple
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unobservable inputs, EBITDA multiples	9
Re-REMIC | Non-agency MBS | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Difference between fair value of securities held and the fair value of the underlying securities, percentage	20.30%

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Fair Value Disclosures - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Assets
AFS securities	$ 26,315	$ 25,038
LHFS at fair value	834	988
MSRs	1,036	1,108
Trading and equity securities	1,898	767
Derivative assets	338	246
Private equity investments	388	393
Total assets	30,809	28,540
Liabilities
Derivative liabilities	180	247
Securities sold short	250	145
Total liabilities	430	392
Level 1
Assets
AFS securities	0	0
LHFS at fair value	0	0
MSRs	0	0
Trading and equity securities	371	374
Derivative assets	1	0
Private equity investments	0	0
Total assets	372	374
Liabilities
Derivative liabilities	0	1
Securities sold short	0	0
Total liabilities	0	1
Level 2
Assets
AFS securities	25,929	24,647
LHFS at fair value	834	988
MSRs	0	0
Trading and equity securities	1,516	390
Derivative assets	327	234
Private equity investments	0	0
Total assets	28,606	26,259
Liabilities
Derivative liabilities	177	246
Securities sold short	250	145
Total liabilities	427	391
Level 3
Assets
AFS securities	386	391
LHFS at fair value	0	0
MSRs	1,036	1,108
Trading and equity securities	11	3
Derivative assets	10	12
Private equity investments	388	393
Total assets	1,831	1,907
Liabilities
Derivative liabilities	3	0
Securities sold short	0	0
Total liabilities	3	0
U.S. Treasury
Assets
AFS securities	1,878	3,441
U.S. Treasury | Level 1
Assets
AFS securities	0	0
U.S. Treasury | Level 2
Assets
AFS securities	1,878	3,441
U.S. Treasury | Level 3
Assets
AFS securities	0	0
GSE
Assets
AFS securities	233	200
GSE | Level 1
Assets
AFS securities	0	0
GSE | Level 2
Assets
AFS securities	233	200
GSE | Level 3
Assets
AFS securities	0	0
Agency MBS
Assets
AFS securities	23,047	20,155
Agency MBS | Level 1
Assets
AFS securities	0	0
Agency MBS | Level 2
Assets
AFS securities	23,047	20,155
Agency MBS | Level 3
Assets
AFS securities	0	0
States and political subdivisions
Assets
AFS securities	626	701
States and political subdivisions | Level 1
Assets
AFS securities	0	0
States and political subdivisions | Level 2
Assets
AFS securities	626	701
States and political subdivisions | Level 3
Assets
AFS securities	0	0
Non-agency MBS
Assets
AFS securities	497	505
Non-agency MBS | Level 1
Assets
AFS securities	0	0
Non-agency MBS | Level 2
Assets
AFS securities	111	114
Non-agency MBS | Level 3
Assets
AFS securities	386	391
Other
Assets
AFS securities	34	36
Other | Level 1
Assets
AFS securities	0	0
Other | Level 2
Assets
AFS securities	34	36
Other | Level 3
Assets
AFS securities	$ 0	$ 0

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Fair Value Disclosures - Rollforward of Level 3 Assets and Liabilities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Trading and equity securities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 3	$ 0
Included in earnings	0	0
Included in unrealized net holding gains (losses) in OCI	0	0
Purchases	15	0
Issuances	0	0
Sales	(7)	0
Settlements	0	0
Ending balance	11	0
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held	0
Non-agency MBS
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	391	432
Included in earnings	2	(1)
Included in unrealized net holding gains (losses) in OCI	1	23
Purchases	0	0
Issuances	0	0
Sales	0	0
Settlements	(8)	(13)
Ending balance	386	441
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held	2
MSRs
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	1,108	1,056
Included in earnings	(54)	68
Included in unrealized net holding gains (losses) in OCI	0	0
Purchases	0	0
Issuances	22	37
Sales	0	0
Settlements	(40)	(42)
Ending balance	1,036	1,119
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held	(54)
Net Derivatives
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	12	3
Included in earnings	8	0
Included in unrealized net holding gains (losses) in OCI	0	0
Purchases	0	0
Issuances	17	(5)
Sales	0	0
Settlements	(30)	9
Ending balance	7	7
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held	7
Private Equity Investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	393	404
Included in earnings	23	6
Included in unrealized net holding gains (losses) in OCI	0	0
Purchases	7	24
Issuances	0	0
Sales	(33)	(24)
Settlements	(2)	(10)
Ending balance	388	$ 400
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held	$ 4

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Fair Value Disclosures - Loans Held for Sale (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Fair Value Disclosures [Abstract]
LHFS at fair value	$ 834	$ 988
Aggregate UPB	824	975
Difference	$ 10	$ 13

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Fair Value Disclosures - Measured on a Nonrecurring Basis (Details) - Nonrecurring - Level 3 - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Impaired loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	$ 154	$ 185
Valuation Adjustments	(18)	(12)
Foreclosed real estate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	33	40
Valuation Adjustments	$ (63)	$ (66)

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Fair Value Disclosures - Financial Assets and Liabilities Not Recorded at Fair Value (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Financial assets:
HTM securities	$ 19,886	$ 20,047
Loans and leases HFI, net of ALLL	147,496	147,455
Financial liabilities:
Time deposits	14,978	16,577
Long-term debt	24,729	23,709
Carrying Amount
Financial assets:
HTM securities	20,095	20,552
Loans and leases HFI, net of ALLL	147,496	147,455
Financial liabilities:
Time deposits	14,978	16,577
Long-term debt	24,729	23,709
Fair Value | Level 2
Financial assets:
HTM securities	19,886	20,047
Financial liabilities:
Time deposits	15,026	16,617
Long-term debt	24,977	23,723
Fair Value | Level 3
Financial assets:
Loans and leases HFI, net of ALLL	$ 146,077	$ 145,591

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Fair Value Disclosures - Off-Balance Sheet Financial Instruments (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Commitments to extend, originate or purchase credit
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Notional/Contract Amount	$ 73,918	$ 72,435
Fair Value	302	280
Residential mortgage loans sold with recourse
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Notional/Contract Amount	404	419
Fair Value	3	3
CRE mortgages serviced for others covered by recourse provisions
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Notional/Contract Amount	4,685	4,699
Fair Value	6	6
Letters of credit
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Notional/Contract Amount	2,267	2,389
Fair Value	$ 17	$ 18

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Derivative Financial Instruments - Narrative (Details) - Risk Participation Agreements Sold - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Derivative [Line Items]
Derivative Liability, Notional Amount	$ 674	$ 446
Credit Derivative, Maximum Exposure, Undiscounted	$ 38	$ 26

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Derivative Financial Instruments - Classifications and Hedging Relationships (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	$ 72,998	$ 67,738
Fair Value, Gain	338	246
Fair Value, Loss	(180)	(247)
Derivative Asset [Abstract]
Amounts subject to master netting arrangements not offset due to policy election	(44)	(47)
Cash collateral (received) posted	(50)	(53)
Net amount	244	146
Derivative Liability [Abstract]
Amounts subject to master netting arrangements not offset due to policy election	44	47
Cash collateral (received) posted	64	82
Net amount	(72)	(118)
Cash flow hedges | Interest rate contracts | Pay fixed swaps | 3 mo. LIBOR funding
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	6,500	6,500
Fair Value, Gain	0	0
Fair Value, Loss	0	0
Fair value hedges | Interest rate contracts
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	18,572	18,457
Fair Value, Gain	41	7
Fair Value, Loss	(56)	(76)
Fair value hedges | Interest rate contracts | Pay fixed swaps | Commercial loans
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	499	505
Fair Value, Gain	1	2
Fair Value, Loss	0	0
Fair value hedges | Interest rate contracts | Pay fixed swaps | Municipal securities
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	259	259
Fair Value, Gain	0	0
Fair Value, Loss	0	0
Fair value hedges | Interest rate contracts | Receive fixed swaps | Long-term debt
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	13,029	12,908
Fair Value, Gain	40	5
Fair Value, Loss	(54)	(74)
Fair value hedges | Interest rate contracts | Options | Long-term debt
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	4,785	4,785
Fair Value, Gain	0	0
Fair Value, Loss	(2)	(2)
Not designated as hedges
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	47,926	42,781
Fair Value, Gain	297	239
Fair Value, Loss	(124)	(171)
Not designated as hedges | Client-related and other risk management
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	31,220	27,655
Fair Value, Gain	253	165
Fair Value, Loss	(104)	(148)
Not designated as hedges | Client-related and other risk management | Interest rate contracts | Pay fixed swaps
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	11,774	11,523
Fair Value, Gain	9	19
Fair Value, Loss	(43)	(32)
Not designated as hedges | Client-related and other risk management | Interest rate contracts | Receive fixed swaps
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	12,452	11,577
Fair Value, Gain	228	128
Fair Value, Loss	(46)	(98)
Not designated as hedges | Client-related and other risk management | Interest rate contracts | Other
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	1,384	1,143
Fair Value, Gain	1	2
Fair Value, Loss	(2)	(3)
Not designated as hedges | Client-related and other risk management | Interest rate contracts | Forward commitments
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	5,042	2,883
Fair Value, Gain	12	11
Fair Value, Loss	(11)	(13)
Not designated as hedges | Client-related and other risk management | Foreign exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	568	529
Fair Value, Gain	3	5
Fair Value, Loss	(2)	(2)
Not designated as hedges | Mortgage banking | Interest rate contracts
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	3,604	2,726
Fair Value, Gain	12	16
Fair Value, Loss	(18)	(21)
Not designated as hedges | Mortgage banking | Interest rate contracts | Interest rate lock commitments
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	1,092	702
Fair Value, Gain	10	12
Fair Value, Loss	(3)	0
Not designated as hedges | Mortgage banking | Interest rate contracts | When issued securities, forward rate agreements and forward commitments
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	2,314	1,753
Fair Value, Gain	1	2
Fair Value, Loss	(15)	(20)
Not designated as hedges | Mortgage banking | Interest rate contracts | Other
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	198	271
Fair Value, Gain	1	2
Fair Value, Loss	0	(1)
Not designated as hedges | MSRs | Interest rate contracts
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	13,102	12,400
Fair Value, Gain	32	58
Fair Value, Loss	(2)	(2)
Not designated as hedges | MSRs | Interest rate contracts | Pay fixed swaps
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	3,822	3,224
Fair Value, Gain	0	0
Fair Value, Loss	(1)	0
Not designated as hedges | MSRs | Interest rate contracts | Receive fixed swaps
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	4,629	4,328
Fair Value, Gain	1	0
Fair Value, Loss	0	0
Not designated as hedges | MSRs | Interest rate contracts | Options
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	2,080	3,155
Fair Value, Gain	25	48
Fair Value, Loss	0	(2)
Not designated as hedges | MSRs | Interest rate contracts | When issued securities, forward rate agreements and forward commitments
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	2,517	1,590
Fair Value, Gain	6	10
Fair Value, Loss	(1)	0
Not designated as hedges | MSRs | Interest rate contracts | Other
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	54	103
Fair Value, Gain	0	0
Fair Value, Loss	$ 0	$ 0

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Derivative Financial Instruments - Fair Value Hedges Basis Adjusments (Details) - Fair Value Hedges - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
AFS securities
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Hedged Asset / Liability Basis	$ 497	$ 493
AFS securities | Items Currently Designated
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Hedge Basis Adjustment	12	5
AFS securities | Items No Longer Designated
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Hedge Basis Adjustment	53	54
Loans and leases
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Hedged Asset / Liability Basis	563	562
Loans and leases | Items Currently Designated
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Hedge Basis Adjustment	8	0
Loans and leases | Items No Longer Designated
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Hedge Basis Adjustment	(2)	(3)
Long-term debt
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Hedged Asset / Liability Basis	15,505	15,397
Long-term debt | Items Currently Designated
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Hedge Basis Adjustment	18	(98)
Long-term debt | Items No Longer Designated
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Hedge Basis Adjustment	$ 5	$ 12

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Derivative Financial Instruments - Amounts Related to Cash Flow Hedges (Details) - Cash Flow Hedges - Interest Rate Contracts - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Derivative Instruments, Gain (Loss) [Line Items]
Pre-tax gain (loss) recognized in OCI	$ (40)	$ 93
Interest Expense
Derivative Instruments, Gain (Loss) [Line Items]
Pre-tax gain (loss) reclassified from AOCI into interest expense	5	(11)
Deposits
Derivative Instruments, Gain (Loss) [Line Items]
Pre-tax gain (loss) recognized in OCI	(10)	21
Deposits | Interest Expense
Derivative Instruments, Gain (Loss) [Line Items]
Pre-tax gain (loss) reclassified from AOCI into interest expense	2	(2)
Short-term borrowings
Derivative Instruments, Gain (Loss) [Line Items]
Pre-tax gain (loss) recognized in OCI	(10)	0
Short-term borrowings | Interest Expense
Derivative Instruments, Gain (Loss) [Line Items]
Pre-tax gain (loss) reclassified from AOCI into interest expense	1	0
Long-term debt
Derivative Instruments, Gain (Loss) [Line Items]
Pre-tax gain (loss) recognized in OCI	(20)	72
Long-term debt | Interest Expense
Derivative Instruments, Gain (Loss) [Line Items]
Pre-tax gain (loss) reclassified from AOCI into interest expense	$ 2	$ (9)

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Derivative Financial Instruments - Amounts Related to Fair Value Hedges (Details) - Fair Value Hedges - Interest Rate Contracts - Net interest income - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Derivative Instruments, Gain (Loss) [Line Items]
Net income (expense) recognized	$ (16)	$ 17
AFS securities
Derivative Instruments, Gain (Loss) [Line Items]
Amounts related to interest settlements	0	(2)
Recognized on derivatives	(7)	11
Recognized on hedged items	5	(11)
Net income (expense) recognized	(2)	(2)
Loans and leases
Derivative Instruments, Gain (Loss) [Line Items]
Amounts related to interest settlements	0	0
Recognized on derivatives	(8)	3
Recognized on hedged items	8	(3)
Net income (expense) recognized	0	0
Long-term debt
Derivative Instruments, Gain (Loss) [Line Items]
Amounts related to interest settlements	(22)	8
Recognized on derivatives	116	(181)
Recognized on hedged items	(108)	192
Net income (expense) recognized	$ (14)	$ 19

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Derivative Financial Instruments - Amounts Related to Derivative Instruments Not Designated as Hedges (Details) - Not designated as hedges - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Derivative Instruments, Gain (Loss) [Line Items]
Pre-tax Gain (Loss) Recognized in Income	$ 63	$ (41)
Client-related and other risk management | Interest rate contracts | Other noninterest income
Derivative Instruments, Gain (Loss) [Line Items]
Pre-tax Gain (Loss) Recognized in Income	10	15
Client-related and other risk management | Foreign exchange contracts | Other noninterest income
Derivative Instruments, Gain (Loss) [Line Items]
Pre-tax Gain (Loss) Recognized in Income	2	7
Mortgage banking | Interest rate contracts | Mortgage banking income
Derivative Instruments, Gain (Loss) [Line Items]
Pre-tax Gain (Loss) Recognized in Income	(3)	4
MSRs | Interest rate contracts | Mortgage banking income
Derivative Instruments, Gain (Loss) [Line Items]
Pre-tax Gain (Loss) Recognized in Income	$ 54	$ (67)

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Derivative Financial Instruments - Cash Flow and Fair Value Hedges (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Cash flow hedges
Derivative [Line Items]
Net unrecognized after-tax gain (loss) on active hedges recorded in AOCI	$ (49)	$ (18)
Net unrecognized after-tax gain (loss) on terminated hedges recorded in AOCI (to be recognized in earnings through 2022)	(16)	(13)
Estimated portion of net after-tax gain (loss) on active and terminated hedges to be reclassified from AOCI into earnings during the next 12 months	$ (10)	$ 4
Maximum time period over which BB&T has hedged a portion of the variability in future cash flows for forecasted transactions excluding those transactions relating to the payment of variable interest on existing instruments	3 years	4 years
Fair Value Hedges
Derivative [Line Items]
Unrecognized pre-tax net gain (loss) on terminated hedges (to be recognized as interest primarily through 2029)	$ (46)	$ (39)
Portion of pre-tax net gain (loss) on terminated hedges to be recognized as a change in interest during the next 12 months	$ 7	$ 15

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Derivative Financial Instruments - Dealer Counterparties and Central Clearing Parties (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Credit Derivatives [Line Items]
Cash collateral received from dealer counterparties	$ 50	$ 53
Cash collateral posted	64	82
Dealer Counterparties
Credit Derivatives [Line Items]
Cash collateral received from dealer counterparties	53	56
Derivatives in a net gain position secured by collateral received	52	55
Unsecured positions in a net gain with dealer counterparties after collateral postings	2	2
Cash collateral posted	56	75
Derivatives in a net loss position	59	76
Additional collateral that would have been posted had BB&T's credit ratings dropped below investment grade	3	1
Central Clearing Parties
Credit Derivatives [Line Items]
Cash collateral posted	14	17
Derivatives in a net loss position	22	8
Securities pledged to central clearing parties	$ 141	$ 124

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Computation of EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Earnings Per Share [Abstract]
Net income available to common shareholders	$ 749	$ 745
Weighted average number of common shares (in shares)	764,135	779,617
Effect of dilutive outstanding equity-based awards (in shares)	9,936	11,388
Weighted average number of diluted common shares (in shares)	774,071	791,005
Basic EPS (in dollars per share)	$ 0.98	$ 0.96
Diluted EPS (in dollars per share)	$ 0.97	$ 0.94
Anti-dilutive awards (in shares)	0	90

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Operating Segments - Narrative (Details)	3 Months Ended
	Mar. 31, 2019
Segment Reporting [Abstract]
Number of Major Reportable Business Segments	4

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Operating Segments (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		$ 1,696	$ 1,633
Allocated provision for credit losses		155	150
Segment net interest income after provision		1,541	1,483
Noninterest income		1,202	1,180
Noninterest expense		1,768	1,686
Income before income taxes		975	977
Provision for income taxes		177	186
Net income		798	791
Identifiable assets (period end)		227,683		$ 225,697
CB-Retail
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		843	837
CB-Commercial
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		536	464
FS&CF
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		189	159
IH
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		34	26
OT&C
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)	[1]	94	147
Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		1,696	1,633
Allocated provision for credit losses		155	150
Segment net interest income after provision		1,541	1,483
Noninterest income		1,202	1,180
Noninterest expense		1,768	1,686
Income before income taxes		975	977
Provision for income taxes		177	186
Net income		798	791
Identifiable assets (period end)		227,683		220,729
Operating Segments | CB-Retail
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		952	885
Allocated provision for credit losses		130	122
Segment net interest income after provision		822	763
Noninterest income		322	340
Noninterest expense		645	660
Income before income taxes		499	443
Provision for income taxes		120	109
Net income		379	334
Identifiable assets (period end)		73,379		70,102
Operating Segments | CB-Commercial
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		580	534
Allocated provision for credit losses		19	37
Segment net interest income after provision		561	497
Noninterest income		109	106
Noninterest expense		251	253
Income before income taxes		419	350
Provision for income taxes		91	79
Net income		328	271
Identifiable assets (period end)		56,702		56,438
Operating Segments | FS&CF
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		210	177
Allocated provision for credit losses		1	(5)
Segment net interest income after provision		209	182
Noninterest income		284	301
Noninterest expense		297	301
Income before income taxes		196	182
Provision for income taxes		40	38
Net income		156	144
Identifiable assets (period end)		33,141		29,766
Operating Segments | IH
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		23	20
Allocated provision for credit losses		3	1
Segment net interest income after provision		20	19
Noninterest income		515	439
Noninterest expense		417	375
Income before income taxes		118	83
Provision for income taxes		30	21
Net income		88	62
Identifiable assets (period end)		6,376		5,789
Operating Segments | OT&C
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)	[1]	(69)	17
Allocated provision for credit losses	[1]	2	(5)
Segment net interest income after provision	[1]	(71)	22
Noninterest income	[1]	(28)	(6)
Noninterest expense	[1]	158	97
Income before income taxes	[1]	(257)	(81)
Provision for income taxes	[1]	(104)	(61)
Net income	[1]	(153)	(20)
Identifiable assets (period end)	[1]	58,085		$ 58,634
Intersegment Eliminations
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		0	0
Intersegment Eliminations | CB-Retail
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		109	48
Intersegment Eliminations | CB-Commercial
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		44	70
Intersegment Eliminations | FS&CF
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		21	18
Intersegment Eliminations | IH
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)		(11)	(6)
Intersegment Eliminations | OT&C
Segment Reporting, Revenue Reconciling Item [Line Items]
Net interest income (expense)	[1]	$ (163)	$ (130)

[1] Includes financial data from business units below the quantitative and qualitative thresholds requiring disclosure.