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Shareholders' Equity
12 Months Ended
Dec. 31, 2011
Shareholders' Equity  
Shareholders' Equity

NOTE 11. Shareholders' Equity

Common Stock

The authorized common stock of BB&T consists of two billion shares with a $5 par value. There were 697 million and 694 million common shares issued and outstanding at December 31, 2011 and 2010, respectively.

Preferred Stock

The authorized preferred stock of BB&T consists of five million shares. At December 31, 2011 and 2010, there were no preferred shares outstanding.

Equity-Based Plans

At December 31, 2011, BB&T has options, restricted shares and restricted share units outstanding from the following equity-based compensation plans: the 2004 Stock Incentive Plan (“2004 Plan”), the 1995 Omnibus Stock Incentive Plan (“Omnibus Plan”), the Non-Employee Directors' Stock Option Plan (“Directors' Plan”), and a plan assumed from an acquired entity. BB&T's shareholders have approved all equity-based compensation plans with the exception of the plan assumed from an acquired entity. As of December 31, 2011, the 2004 Plan is the only plan that has shares available for future grants. The 2004 Plan allows for accelerated vesting of awards for holders who retire and have met all retirement eligibility requirements and in connection with certain other events.

BB&T's 2004 Plan is intended to assist the Corporation in recruiting and retaining employees, directors and independent contractors and to associate the interests of eligible participants with those of BB&T and its shareholders. At December 31, 2011, there were 27.3 million non-qualified and qualified stock options at prices ranging from $12.53 to $44.20 and 13.5 million restricted shares and restricted share units outstanding under the 2004 Plan. Awards outstanding under the 2004 Plan vest as follows: (1) those granted prior to 2010 generally vest over five years and (2) those granted after 2009 generally vest over four years. Options outstanding have a ten year term. At December 31, 2011, there were 15.2 million shares available for future grants under the 2004 Plan.

BB&T's Omnibus Plan was intended to allow BB&T to recruit and retain employees with ability and initiative and to align the employees' interests with those of BB&T and its shareholders. At December 31, 2011, 17.8 million non-qualified and qualified stock options at prices ranging from $24.69 to $43.25 were outstanding. All options under this plan are fully vested and have a ten year term.

BB&T measures the fair value of each option award on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants awarded in 2011, 2010 and 2009, respectively. Substantially all of BB&T's option awards are granted in February of each year. Therefore, the assumptions noted below are weighted accordingly

    December 31, 
    2011 2010 2009 
                
 Assumptions:            
  Risk-free interest rate  1.7%   2.0%   3.1% 
  Dividend yield  3.5    5.4    6.0  
  Volatility factor  37.2    36.0    29.1  
  Expected life  7.4yrs   7.2yrs   7.1yrs 
 Fair value of options per share$ 7.45  $ 5.60  $ 2.59  

BB&T determines the assumptions used in the Black-Scholes option pricing model as follows: the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant; the dividend yield is based on the historical dividend yield of BB&T's stock, adjusted to reflect the expected dividend yield over the expected life of the option; the volatility factor is based on the historical volatility of BB&T's stock, adjusted to reflect the ways in which current information indicates that the future is reasonably expected to differ from the past; and the weighted-average expected life is based on the historical behavior of employees related to exercises, forfeitures and cancellations.

BB&T measures the fair value of restricted shares based on the price of BB&T's common stock on the grant date and the fair value of restricted share units based on the price of BB&T's common stock on the grant date less the present value of expected dividends that are foregone during the vesting period.

BB&T recorded $98 million, $79 million and $62 million in equity-based compensation in 2011, 2010 and 2009, respectively. In connection with this compensation expense, BB&T recorded an income tax benefit of $36 million, $30 million and $24 million in 2011, 2010 and 2009, respectively. The total intrinsic value of options exercised and restricted share units vested during 2011, 2010 and 2009 was $54 million, $22 million and $6 million, respectively. The total grant date fair value of equity-based awards that vested during 2011 was $76 million. As of December 31, 2011, there was $109 million of unrecognized compensation costs related to BB&T's equity-based awards that is expected to be recognized over a weighted-average life of 2.6 years.

The following table details the activity during 2011 related to stock options awarded by BB&T:  
   
   Year Ended December 31, 2011 
           Wtd. Avg. 
     Wtd. Avg. Aggregate Remaining 
     Exercise Intrinsic Contractual 
   Options Price Value  Life 
              
   (Dollars in millions, except per share amounts) 
 Outstanding at beginning of period 44,690,131 $ 35.06       
  Granted 3,755,975   27.73       
  Exercised (50,298)   17.33       
  Forfeited or expired (3,011,254)   35.73       
 Outstanding at end of period 45,384,554   34.42 $ 22  4.6yrs 
 Exercisable at end of period 34,098,198   36.39   9  3.5  
 Exercisable and expected to vest at end of period 43,706,387 $ 34.44 $ 21  4.5  

The following table details the activity during 2011 related to restricted shares and restricted share units awarded by BB&T:
            
       Year Ended 
       December 31, 2011 
         Wtd. Avg. 
         Grant Date 
       Shares/Units Fair Value 
    Nonvested at beginning of period 13,283,786 $ 20.06 
     Granted 2,582,028   24.10 
     Vested (1,913,659)   29.40 
     Forfeited (489,525)   21.00 
    Nonvested at end of period 13,462,630 $ 19.47 

At December 31, 2011, BB&T's restricted shares and restricted share units had a weighted-average life of 2.1 years. At December 31, 2011, management estimates that 13.1 million restricted shares and restricted share units will vest over a weighted-average life of 2.1 years.

Share Repurchase Activity

At December 31, 2011, BB&T was authorized to repurchase an additional 44 million shares under the June 27, 2006 Board of Directors' authorization. No shares of common stock were repurchased under this plan during 2011, 2010 or 2009.