ACL

BB&T and Branch Bank have Contingency Funding Plans designed
to ensure that liquidity sources are sufficient to meet their ongoing obligations and commitments, particularly in the event of
a liquidity contraction. These plans are designed to examine and quantify the organization’s liquidity under various “stress”
scenarios. Additionally, the plans provide a framework for management and other critical personnel to follow in the event of a
liquidity contraction or in anticipation of such an event. The plans address authority for activation and decision making, liquidity
options and the responsibilities of key departments in the event of a liquidity contraction. The liquidity options available to
management could include seeking secured funding, asset sales, and under the most extreme scenarios, curtailing new loan originations.Management believes current sources of liquidity are adequate
to meet BB&T’s current requirements and plans for continued growth. See Note 5 “Premises and Equipment,”
Note 10 “Long-Term Debt” and Note 15 “Commitments and Contingencies”  Field: Page; Sequence: 72; Value: 2

| Table 30 | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Credit Ratings of BB&T Corporation and Branch Bank | | | | | | | | | | | | |
| December 31, 2012 | | | | | | | | | | | | |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | S&P |  | Moody's |  | Fitch |  | DBRS |  |
|  | BB&T Corporation: | | | |  |  |  |  |  |  |  |  |
|  |  | Commercial Paper | | | A-2 |  | P-1 |  | F1 |  | R-1(low) |  |
|  |  | Issuer | | | A- |  | A2 |  | A+ |  | A(high) |  |
|  |  | LT/Senior debt | | | A- |  | A2 |  | A+ |  | A(high) |  |
|  |  | Subordinated debt | | | BBB+ |  | A3 |  | A |  | A |  |
|  |  | Subordinated shelf short term | | | A-2 |  | N/A |  | F1 |  | N/A |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Branch Bank: | | | |  |  |  |  |  |  |  |  |
|  |  | Bank financial strength | | | N/A |  | B- |  | a+ |  | N/A |  |
|  |  | Long term deposits | | | A |  | A1 |  | AA- |  | AA(low) |  |
|  |  | LT/Senior unsecured bank notes | | | A |  | A1 |  | A+ |  | AA(low) |  |
|  |  | Other long term senior obligations | | | A |  | A1 |  | A+ |  | AA(low) |  |
|  |  | Other short term senior obligations | | | A-1 |  | P-1 |  | F1 |  | R-1(middle) |  |
|  |  | Short term bank notes | | | A-1 |  | P-1 |  | F1 |  | R-1(middle) |  |
|  |  | Short term deposits | | | A-1 |  | P-1 |  | F1+ |  | R-1(middle) |  |
|  |  | Subordinated bank notes | | | A- |  | A2 |  | A |  | A(high) |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Ratings Outlook: | | | |  |  |  |  |  |  |  |  |
|  |  | Credit Trend | | | Stable |  | Stable |  | Stable |  | Stable |  |


ACL

BB&T’s significant commitments include investments
in affordable housing and historic building rehabilitation projects throughout its market area and private equity funds. Refer
to Note 1 “Summary of Significant Accounting Policies” and to Note 15 “Commitments and Contingencies” in
the “Notes to Consolidated Financial Statements” for further discussion of these commitments.In addition, BB&T enters into derivative contracts to
manage various financial risks. A derivative is a financial instrument that derives its cash flows, and therefore its value, by
reference to an underlying instrument, index or referenced interest rate. Derivative contracts are carried at fair value on the
Consolidated Balance Sheets with the fair value representing the net present value of expected future cash receipts or payments
based on market interest rates as of the balance sheet date. Derivative contracts are written in amounts referred to as notional
amounts, which only provide the basis for calculating payments between counterparties and are not a measure of financial risk.
Therefore, the derivative liabilities recorded on the balance sheet as of December 31, 2012 do not represent the amounts that may
ultimately be paid under these contracts. Further discussion of derivative instruments is included in Note 1 “Summary of
Significant Accounting Policies” and Note 19 “Derivative Financial Instruments” in the “Notes to Consolidated
Financial Statements.”In the ordinary course of business, BB&T indemnifies
its officers and directors to the fullest extent permitted by law against liabilities arising from litigation. BB&T also issues
standard representation and warranties in underwriting agreements, merger and acquisition agreements, loan sales, brokerage activities
and other similar arrangements. Counterparties in many of these indemnifications provide similar indemnifications to BB&T.
Although these agreements often do not specify limitations, BB&T does not believe that any payments related to these guarantees
would materially change the financial condition or results of operations of BB&T.BB&T holds public funds in certain states that do not
require 100% collateralization on public fund bank deposits. In these states, should the failure of another public fund depository
institution result in a loss for the public entity, the resulting shortfall would have to be absorbed on a pro-rata basis by the
remaining financial institutions holding public funds in that state.As a member of the FHLB, BB&T is required to maintain
a minimum investment in capital stock. The board of directors of the FHLB can increase the minimum investment requirements in the
event it has concluded that additional capital is required to allow it to meet its own regulatory capital requirements. Any increase
in the minimum investment requirements outside of  Field: Page; Sequence: 73; Value: 2 specified ranges requires the approval of the Federal Housing Finance Agency.
Because the extent of any obligation to increase BB&T’s investment in the FHLB depends entirely upon the occurrence of
a future event, potential future payments to the FHLB are not determinable.In the normal course of business, BB&T is also a party
to financial instruments to meet the financing needs of clients and to mitigate exposure to interest rate risk. Such financial
instruments include commitments to extend credit and certain contractual agreements, including standby letters of credit and financial
guarantee arrangements. Further discussion of these commitments is included in Note 15 “Commitments and Contingencies”
in the “Notes to Consolidated Financial Statements.”BB&T’s significant commitments and obligations
are summarized in the accompanying table. Not all of the commitments presented in the table will be used, thus the actual cash
requirements are likely to be significantly less than the amounts reported.


ACL

Related Party Transactions The Company may extend credit to its officers and directors
in the ordinary course of business. These loans are made under substantially the same terms as comparable third-party lending arrangements
and are in compliance with applicable banking regulations.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.Management regularly monitors the capital position of BB&T
on both a consolidated and bank level basis. Capital ratios are determined using operating forecasts and plans as well as stressed
scenarios. In this regard, management’s overriding policy is to maintain capital at levels that are in excess of the operating
capital guidelines, which are above the regulatory “well capitalized” levels. Management has recently implemented stressed
capital ratio minimum guidelines to evaluate whether capital levels are sufficient to withstand the impact of plausible, severe
economic downturns or bank-specific events. The following table presents the minimum capital ratios:


ACL

Payments of cash dividends to BB&T’s shareholders
and repurchases of common shares are the methods used to manage any excess capital generated. In addition, management closely monitors
the Parent Company’s double leverage ratio (investments in subsidiaries as a percentage of shareholders’ equity) with
the intention of maintaining the ratio below 125%. The active management of the subsidiaries’ equity capital, as described
above, is the process used to manage this important driver of Parent Company liquidity and is a key element in the management of
BB&T’s capital position.The capital of BB&T’s subsidiaries is regularly
monitored to determine if the levels that management believes are the most beneficial and efficient for their operations are maintained.
Management intends to maintain capital at Branch Bank at levels that will result in these subsidiaries being classified as “well-capitalized”
for regulatory purposes. Secondarily, it is Field: Page; Sequence: 74; Value: 2   management’s intent to maintain Branch Bank’s capital at levels that result
in regulatory risk-based capital ratios that are generally comparable with peers of similar size, complexity and risk profile.
If the capital levels of Branch Bank increase above these guidelines, excess capital may be transferred to the Parent Company,
subject to regulatory and other operating considerations, in the form of special dividend payments.While nonrecurring events or management decisions may result
in the Company temporarily falling below its minimum guidelines for one or more of these ratios, it is management’s intent
through capital planning to return to these targeted minimums within a reasonable period of time. Such temporary decreases below
these minimums are not considered an infringement of BB&T’s overall capital policy provided the Company and Branch Bank
remain “well-capitalized.”Risk-based capital ratios, which include Tier
1 Capital, Total Capital and Tier 1 Common Equity, are calculated based on regulatory guidance related to the measurement
of capital and risk-weighted assets. BB&T reevaluated its process related to calculating risk-weighted assets and
determined that certain adjustments, primarily related to the presentation of certain unfunded lending commitments, were
required in order to conform to regulatory guidance.  These adjustments resulted in an increase to risk-weighted assets and a
decrease in BB&T’s risk-based capital ratios under the Basel I regulatory guidance. These adjustments had a minimal
impact on BB&T’s Basel III ratio as calculated based on the June 7, 2012 NPR.BB&T’s Tier 1 common equity ratio was 9.3% at
December 31, 2012. The acquisitions of Crump Insurance and BankAtlantic during the second and
third quarters of 2012, respectively, had a negative impact on regulatory capital, as a result of the intangible assets associated
with those acquisitions. This negative regulatory capital impact was offset by strong capital generation during 2012.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. Management’s capital
deployment plan in order of preference is to focus on organic growth, dividends, strategic opportunities and share repurchases.

| Table 33 | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| BB&T's Internal Capital Guidelines | | | | | | | |
|  |  | Operating | |  | Stressed | |  |
|  | Tier 1 Capital Ratio | 9.5 | % |  | 7.5 | % |  |
|  | Total Capital Ratio | 11.5 |  |  | 9.5 |  |  |
|  | Tier 1 Leverage Capital Ratio | 6.5 |  |  | 5.0 |  |  |
|  | Tangible Capital Ratio | 5.5 |  |  | 4.0 |  |  |
|  | Tier 1 Common Equity Ratio | 8.0 |  |  | 6.0 |  |  |


ACL

(1)The Company has revised its calculation of risk-weighted assets and adjusted the applicable ratios.

 Field: Page; Sequence: 75; Value: 2


ACL

As of December 31, 2012, management currently estimates the
Tier 1 common ratio under the currently proposed U.S. Basel III standards to be 7.9%.
The proposed U.S. Basel III standards incorporate changes to the risk-weighting of loans secured by residential properties, requiring
consideration of loan-to-value ratios in determining risk-weighting. Management’s estimate of the Tier 1 common ratio under
the proposed U.S. Basel III standards does not include any mitigation strategies to improve capital levels, which management believes
will have a significant positive impact on this measure. The following table presents the calculation of the Tier 1 common equity
ratio under the proposed Basel III guidelines.

| (2) | Tier 1 common equity ratios are non-GAAP measures. BB&T uses the Tier 1 common equity definition used in the SCAP assessment to calculate these ratios. Management uses these measures to assess the quality of capital and believes that investors may find them useful in their analysis of the Company. These capital measures are not necessarily comparable to similar capital measures that may be presented by other companies. |
| --- | --- |
| (3) | Risk-weighted assets are determined based on regulatory capital requirements. |


ACL

Fourth Quarter ResultsConsolidated net income available to common shareholders
for the fourth quarter of 2012 totaling $506 million was up 29.4% compared to $391 million earned during the same period in 2011.
On a diluted per common share basis, earnings for the fourth quarter of 2012 were $0.71, up 29.1% compared to $0.55 for the same
period in 2011. BB&T’s results of operations for the fourth quarter of 2012 produced an annualized return on average
assets of 1.20% and an annualized return on average common shareholders’ equity of 10.51% compared to prior year ratios of
0.93% and 8.76%, respectively.Total revenues were $2.5 billion for the fourth quarter of
2012, up $122 million compared to the fourth quarter of 2011. The increase in total revenues included $24 million of higher taxable-equivalent
net interest income, which was primarily driven by a 21.4% decrease in funding costs from the same quarter of the prior year. NIM
was 3.84%, down 18 basis points compared to the fourth quarter of 2011, which reflects covered loan run-off and lower yields on
new loans and securities partially offset by lower funding costs. Noninterest income increased $98 million, primarily attributable
to a $108 million increase in insurance income and a $96 million increase in mortgage banking income, offset by a $103 million
decrease in net securities gains.Noninterest expenses were $1.5 billion for the fourth quarter
of 2012, a decrease of $130 million, or 8.0%, compared to the fourth quarter of 2011. The decrease in noninterest expenses was
primarily due to a $298 million decrease in foreclosed property expense, which was the result of losses and writedowns in the prior
year quarter when management implemented a more aggressive approach to reduce foreclosed real estate. This decrease was partially
offset by a $144 million increase in personnel expense primarily due to the Crump Insurance and BankAtlantic acquisitions, increased
production-related incentives and commissions and certain other increases in salaries and benefits. Field: Page; Sequence: 76; Value: 2 The provision for credit losses, excluding covered loans,
for the fourth quarter of 2012 totaled $256 million, compared to $223 million for fourth quarter of 2011. The increase in the
provision for credit losses reflects a smaller reserve release in the fourth quarter of 2012 than was recorded in the same quarter
of the prior year. Net charge-offs, excluding covered loans, for the fourth quarter of 2012 were $85 million lower than the fourth
quarter of 2011 reflecting improved credit quality. NPAs declined $914 million, or 37.3% compared to the fourth quarter of 2011.The provision for income taxes was $207 million for the fourth
quarter of 2012 compared to $84 million for the fourth quarter of 2011. The effective tax rate for the fourth quarter of 2012 was
27.4% compared to 17.4% for the prior year’s fourth quarter. The increase in the effective tax rate was primarily due to
higher levels of pre-tax earnings relative to permanent tax differences in 2012 compared to 2011.The accompanying table, “Quarterly Financial Summary—Unaudited,”
presents condensed information relating to quarterly periods in the years ended December 31, 2012 and 2011.

| Table 35 | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Estimated Basel III Capital Ratio Under Proposed U.S. Rules (1) | | | | | | | | |
|  | | | | | | | | |
|  |  |  |  |  | December 31, 2012 | | |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | (Dollars in millions) | | |  |
|  | Tier 1 common equity under Basel I definition | | | | $ | 12,257 |  |  |
|  | Adjustments: | | | |  |  |  |  |
|  |  | OCI related to AFS securities, defined benefit | | |  |  |  |  |
|  |  |  | pension and other postretirement employee benefit plans | |  | (385) |  |  |
|  |  | Other adjustments | | |  | (9) |  |  |
|  | Estimated Tier 1 common equity under proposed Basel III definition | | | | $ | 11,863 |  |  |
|  |  | | | |  |  |  |  |
|  | Estimated risk-weighted assets under proposed Basel III definition | | | | $ | 150,300 |  |  |
|  | Estimated Tier 1 common equity as a percentage of risk-weighted assets under proposed | | | |  |  |  |  |
|  |  | Basel III definition | | |  | 7.9 | % |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
| (1) | The estimated Basel III capital ratio is a non-GAAP measure and reflects adjustments for the related elements as proposed by regulatory authorities, which are subject to change.  BB&T management uses this measure to assess the quality of capital and believes that investors may find it useful in their analysis of the Company.  This capital measure is not necessarily comparable to similar capital measures that may be presented by other companies. | | | | | | | |


ACL

Field: Page; Sequence: 77; Value: 2


ACL

Field: Page; Sequence: 97; Value: 2


ACL

Commitments to lend additional funds to clients with loans
classified as TDRs were immaterial at December 31, 2012 and 2011. The gross additional interest income that would have been earned
if the loans and leases classified as nonaccrual had performed in accordance with the original terms was approximately $70 million,
$93 million and $131 million in 2012, 2011 and 2010, respectively. The gross additional interest income that would have been earned
in 2012, 2011 and 2010 had performing TDRs performed in accordance with the original terms is immaterial.

| The following table provides a summary of TDRs that continue to accrue interest and TDRs that have been placed in nonaccrual status: | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | December 31, | | | | |  |
|  |  |  |  | 2012 | |  | 2011 | |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | (Dollars in millions) | | | | |  |
|  | Performing TDRs: | | |  |  |  |  |  |  |
|  |  | Commercial: | |  |  |  |  |  |  |
|  |  |  | Commercial and industrial | $ | 77 |  | $ | 74 |  |
|  |  |  | CRE - other |  | 67 |  |  | 117 |  |
|  |  |  | CRE - residential ADC |  | 21 |  |  | 44 |  |
|  |  | Direct retail lending | |  | 197 |  |  | 146 |  |
|  |  | Sales finance | |  | 19 |  |  | 8 |  |
|  |  | Revolving credit | |  | 56 |  |  | 62 |  |
|  |  | Residential mortgage (1)(2) | |  | 769 |  |  | 608 |  |
|  |  | Other lending subsidiaries | |  | 121 |  |  | 50 |  |
|  |  |  | Total performing TDRs (1)(2) |  | 1,327 |  |  | 1,109 |  |
|  | Nonperforming TDRs (3) | | |  | 240 |  |  | 280 |  |
|  |  |  | Total TDRs (1)(2)(3)(4) | $ | 1,567 |  | $ | 1,389 |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
| (1) | Excludes mortgage TDRs held for investment that are government guaranteed totaling  $313 million and $232 million at December 31, 2012 and 2011, respectively. | | | | | | | | |
| (2) | Excludes mortgage TDRs held for sale that are government guaranteed totaling  $2 million and $4 million at December 31, 2012 and 2011, respectively. | | | | | | | | |
| (3) | Nonperforming TDRs are included in NPL disclosures. | | | | | | | | |
| (4) | All TDRs are considered impaired.  The ALLL attributable to these TDRs,  excluding TDRs that are government guaranteed, totaled $281 million and $266 million at December 31, 2012 and 2011, respectively. | | | | | | | | |


ACL

Field: Page; Sequence: 98; Value: 2 NOTE 4. Allowance for Credit Losses

Beginning

Charge-

Ending

Year Ended December 31, 2012

Balance

Offs

Recoveries

Provision

Balance

(Dollars in millions)

Commercial:

Commercial and industrial

$
433

$
(337)

$
17

$
357

$
470

CRE - other

334

(205)

13

62

204

CRE - residential ADC

286

(190)

41

(37)

100

Other lending subsidiaries

11

(8)

2

8

13

Retail:

Direct retail lending

232

(224)

36

256

300

Revolving credit

112

(81)

18

53

102

Residential mortgage

365

(136)

3

96

328

Sales finance

38

(26)

10

7

29

Other lending subsidiaries

186

(217)

24

271

264

Covered

149

(34)

 ―

13

128

Unallocated

110

 ―

 ―

(30)

80

ALLL

2,256

(1,458)

164

1,056

2,018

RUFC

29

 ―

 ―

1

30

ACL

$
2,285

$
(1,458)

$
164

$
1,057

$
2,048

Beginning

Charge-

Ending

Year Ended December 31, 2011

Balance

Offs

Recoveries

Provision

Balance

(Dollars in millions)

Commercial:

Commercial and industrial

$
621

$
(323)

$
28

$
107

$
433

CRE - other

446

(273)

18

143

334

CRE - residential ADC

469

(302)

25

94

286

Other lending subsidiaries

21

(9)

3

(4)

11

Retail:

Direct retail lending

246

(276)

37

225

232

Revolving credit

109

(95)

19

79

112

Residential mortgage

298

(269)

5

331

365

Sales finance

47

(32)

9

14

38

Other lending subsidiaries

177

(181)

22

168

186

Covered

144

(66)

 ―

71

149

Unallocated

130

 ―

 ―

(20)

110

ALLL

2,708

(1,826)

166

1,208

2,256

RUFC

47

 ―

 ―

(18)

29

ACL

$
2,755

$
(1,826)

$
166

$
1,190

$
2,285

Beginning

Charge-

Ending

Year Ended December 31, 2010

Balance

Offs

Recoveries

Provision

Other

Balance

(Dollars in millions)

ALLL

$
2,600

$
(2,658)

$
130

$
2,663

$
(27)

$
2,708

RUFC

72

 ―

 ―

(25)

 ―

47

ACL

$
2,672

$
(2,658)

$
130

$
2,638

$
(27)

$
2,755

 Field: Page; Sequence: 99; Value: 2

The following tables provide a breakdown of the ALLL and the recorded investment in loans based on the method for determining the allowance:

ALLL

December 31, 2012

December 31, 2011

Individually

Collectively

Individually

Collectively

Evaluated

Evaluated

Evaluated

Evaluated

for

for

for

for

Impairment

Impairment

Impairment

Impairment

(Dollars in millions)

Commercial:

Commercial and industrial

$
73

$
397

$
77

$
356

CRE - other

36

168

69

265

CRE - residential ADC

21

79

50

236

Other lending subsidiaries

1

12

1

10

Retail:

Direct retail lending

59

241

35

197

Revolving credit

24

78

27

85

Residential mortgage

130

198

152

213

Sales finance

6

23

1

37

Other lending subsidiaries

61

203

20

166

Covered

 ―

128

 ―

149

Unallocated

 ―

80

 ―

110

Total

$
411

$
1,607

$
432

$
1,824

Loans and Leases

December 31, 2012

December 31, 2011

Individually

Collectively

Individually

Collectively

Evaluated

Evaluated

Evaluated

Evaluated

for

for

for

for

Impairment

Impairment

Impairment

Impairment

(Dollars in millions)

Commercial:

Commercial and industrial

$
631

$
37,664

$
656

$
35,759

CRE - other

312

11,149

511

10,178

CRE - residential ADC

155

1,106

420

1,641

Other lending subsidiaries

3

4,135

5

3,621

Retail:

Direct retail lending

235

15,582

165

14,341

Revolving credit

56

2,274

62

2,150

Residential mortgage

1,187

23,085

931

19,650

Sales finance

22

7,714

10

7,391

Other lending subsidiaries

146

5,853

49

5,062

Covered

 ―

3,294

 ―

4,867

Total

$
2,747

$
111,856

$
2,809

$
104,660

BB&T monitors the credit quality of its commercial portfolio
segment using internal risk ratings. These risk ratings are based on established regulatory guidance. Loans with a Pass rating
represent those not considered a problem credit. Special mention loans are those that have a potential
weakness deserving management’s close attention. Substandard loans are those for which a well-defined weakness has been identified
that may put full collection of contractual cash flows at risk. Substandard loans are placed in nonaccrual status when BB&T
believes it is no longer probable it will collect all contractual cash flows. BB&T assigns an internal risk rating at loan
origination and reviews the relationship again on an annual basis or at any point management becomes aware of information affecting
the borrower’s ability to fulfill their obligations. Field: Page; Sequence: 100; Value: 2 BB&T monitors the credit quality of its retail portfolio
segment based primarily on delinquency status, which is the primary factor considered in determining whether a retail loan should
be classified as nonaccrual.The following tables illustrate the credit quality indicators associated with loans and leases held for investment.  Covered loans are excluded from this analysis because their related allowance is determined by loan pool performance.

CRE -

Other

Commercial

Residential

Lending

December 31, 2012

& Industrial

CRE - Other

ADC

Subsidiaries

(Dollars in millions)

Commercial:

Pass

$
36,044

$
10,095

$
859

$
4,093

Special mention

274

120

41

13

Substandard - performing

1,431

1,034

233

29

Nonperforming

546

212

128

3

Total

$
38,295

$
11,461

$
1,261

$
4,138

Direct Retail

Revolving

Residential

Sales

Other Lending

Lending

Credit

Mortgage

Finance

Subsidiaries

(Dollars in millions)

Retail:

Performing

$
15,685

$
2,330

$
24,003

$
7,729

$
5,916

Nonperforming

132

 ―

269

7

83

Total

$
15,817

$
2,330

$
24,272

$
7,736

$
5,999

CRE -

Other

Commercial

Residential

Lending

December 31, 2011

& Industrial

CRE - Other

ADC

Subsidiaries

(Dollars in millions)

Commercial:

Pass

$
33,497

$
8,568

$
1,085

$
3,578

Special mention

488

234

60

5

Substandard - performing

1,848

1,493

540

35

Nonperforming

582

394

376

8

Total

$
36,415

$
10,689

$
2,061

$
3,626

Direct Retail

Revolving

Residential

Sales

Other Lending

Lending

Credit

Mortgage

Finance

Subsidiaries

(Dollars in millions)

Retail:

Performing

$
14,364

$
2,212

$
20,273

$
7,394

$
5,056

Nonperforming

142

 ―

308

7

55

Total

$
14,506

$
2,212

$
20,581

$
7,401

$
5,111

 Field: Page; Sequence: 101; Value: 2

The following tables represent aging analyses of BB&T's past due loans and leases held for investment.  Covered loans have been excluded from this aging analysis because they are covered by FDIC loss sharing agreements, and their related allowance is determined by loan pool performance due to the application of the accretion method.

Accruing Loans and Leases

90 Days Or

Nonaccrual

Total Loans And

30-89 Days

More Past

Loans And

Leases, Excluding

December 31, 2012

Current

Past Due

Due

Leases

Covered Loans

(Dollars in millions)

Commercial:

Commercial and industrial

$
37,706

$
42

$
1

$
546

$
38,295

CRE - other

11,237

12

 ―

212

11,461

CRE - residential ADC

1,131

2

 ―

128

1,261

Other lending subsidiaries

4,106

20

9

3

4,138

Retail:

Direct retail lending

15,502

145

38

132

15,817

Revolving credit

2,291

23

16

 ―

2,330

Residential mortgage (1)(2)

22,555

582

344

269

23,750

Sales finance

7,663

56

10

7

7,736

Other lending subsidiaries

5,645

270

1

83

5,999

Total (1)(2)

$
107,836

$
1,152

$
419

$
1,380

$
110,787

| The following table provides a summary of BB&T’s NPAs and loans 90 days or more past due and still  accruing: | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | December 31, | | | | |  |
|  |  |  |  | 2012 | |  | 2011 | |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | (Dollars in millions) | | | | |  |
|  |  | | |  |  |  |  |  |  |
|  | NPLs held for investment | | | $ | 1,380 |  | $ | 1,872 |  |
|  | Foreclosed real estate (1) | | |  | 107 |  |  | 536 |  |
|  | Other foreclosed property | | |  | 49 |  |  | 42 |  |
|  |  |  | Total NPAs (excluding covered assets) (1) | $ | 1,536 |  | $ | 2,450 |  |
|  | Loans 90 days or more past due and still accruing (excluding covered loans) (2)(3)(4) | | | $ | 167 |  | $ | 202 |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
| (1) | Excludes covered foreclosed real estate totaling $254 million and $378 million  as of December 31, 2012 and 2011, respectively. | | | | | | | | |
| (2) | Excludes mortgage loans guaranteed by GNMA that BB&T has the right, but  not the obligation, to repurchase totaling $517 million and $426 million as of December 31, 2012 and 2011, respectively. | | | | | | | | |
| (3) | Excludes covered loans 90 days or more past due totaling $442 million and $736  million as of December 31, 2012 and 2011, respectively. | | | | | | | | |
| (4) | Excludes mortgage loans 90 days or more past due that are government guaranteed  totaling $254 million and $206 million as of December 31, 2012 and 2011, respectively. | | | | | | | | |


ACL

Field: Page; Sequence: 102; Value: 2

The following tables set forth certain information regarding BB&T's impaired loans, excluding purchased impaired loans and LHFS, that were evaluated for specific reserves.

Unpaid

Average

Interest

Recorded

Principal

Related

Recorded

Income

As Of / For The Year Ended December 31, 2012

Investment

Balance

Allowance

Investment

Recognized

(Dollars in millions)

With No Related Allowance Recorded:

Commercial:

Commercial and industrial

$
116

$
232

$
 ―

$
117

$
 ―

CRE - other

60

108

 ―

81

 ―

CRE - residential ADC

44

115

103

 ―

Retail:

Direct retail lending

19

73

 ―

19

1

Residential mortgage (1)

120

201

 ―

80

2

Sales finance

1

3

 ―

1

 ―

Other lending subsidiaries

2

6

 ―

3

 ―

With An Allowance Recorded:

Commercial:

Commercial and industrial

515

551

73

522

3

CRE - other

252

255

36

319

5

CRE - residential ADC

111

116

21

180

1

Other lending subsidiaries

3

3

1

4

 ―

Retail:

Direct retail lending

216

226

59

140

9

Revolving credit

56

56

24

59

2

Residential mortgage (1)

754

770

104

649

28

Sales finance

21

21

6

13

 ―

Other lending subsidiaries

144

146

61

66

2

Total (1)

$
2,434

$
2,882

$
385

$
2,356

$
53

 Field: Page; Sequence: 103; Value: 2

Unpaid

Average

Interest

Recorded

Principal

Related

Recorded

Income

As Of / For The Year Ended December 31, 2011

Investment

Balance

Allowance

Investment

Recognized

(Dollars in millions)

With No Related Allowance Recorded:

Commercial:

Commercial and industrial

$
114

$
196

$
 ―

$
153

$
 ―

CRE - other

102

163

 ―

142

 ―

CRE - residential ADC

153

289

 ―

187

 ―

Retail:

Direct retail lending

19

74

 ―

23

1

Residential mortgage (1)

46

85

 ―

31

1

Sales finance

1

1

 ―

1

 ―

Other lending subsidiaries

2

4

 ―

1

 ―

With An Allowance Recorded:

Commercial:

Commercial and industrial

542

552

77

482

4

CRE - other

409

433

69

466

7

CRE - residential ADC

267

298

50

360

4

Other lending subsidiaries

5

5

1

4

 ―

Retail:

Direct retail lending

146

153

35

148

9

Revolving credit

62

61

27

62

3

Residential mortgage (1)

653

674

125

627

28

Sales finance

9

10

1

6

 ―

Other lending subsidiaries

47

50

20

35

2

Total (1)

$
2,577

$
3,048

$
405

$
2,728

$
59

(1)
Residential mortgage loans exclude $313 million and $232 million in government guaranteed loans and related allowance of $26 million and $27 million as of December 31, 2012 and 2011, respectively.

 Field: Page; Sequence: 104; Value: 2


ACL

During 2012, a national bank regulatory agency issued guidance
that requires certain loans that had been discharged in bankruptcy and not reaffirmed by the borrower to be accounted for as TDRs
and possibly as nonperforming, regardless of their actual payment history and expected performance. As of December 31, 2012, the
Company’s primary regulators had not reached a final decision on how this guidance may apply to its regulated entities.
BB&T concluded that these loans should be classified as TDRs and these are included in “Other” in the above table.
BB&T has also concluded there is a reasonable expectation of collection of principal and interest and has classified these
loans as performing unless already classified as nonperforming.Charge-offs recorded at the modification date were $25 million
and $47 million for the year ended December 31, 2012 and 2011, respectively. The forgiveness of principal or interest for TDRs
recorded during the year ended December 31, 2012 and 2011 was immaterial.The following table summarizes the pre-default balance for
modifications that experienced a payment default that had been classified as TDRs during the previous 12 months. BB&T defines
payment default as movement of the TDR to nonaccrual status, foreclosure or charge-off, whichever occurs first.

Years Ended December 31,

2012

2011

(Dollars in millions)

Commercial:

Commercial and industrial
$
8

$
39

CRE - other

6

92

CRE - residential ADC

14

80

Retail:

Direct retail lending

8

16

Revolving credit

12

15

Residential mortgage

36

31

Sales finance

―

2

Other lending subsidiaries

12

5

If a TDR subsequently defaults, BB&T evaluates the TDR for possible impairment.  As a result, the related allowance may be increased or charge-offs may be taken to reduce the carrying value of the loan.
 Field: Page; Sequence: 105; Value: 2 NOTE 5. Premises and EquipmentA summary of premises and equipment is presented in the accompanying
table:

Estimated

December 31,

Useful Life

2012

2011

(Years)

(Dollars in millions)

Land and land improvements

$
547

$
508

Buildings and building improvements
 40

1,235

1,220

Furniture and equipment
5 - 10

1,141

1,132

Leasehold improvements

555

521

Construction in progress

37

37

Capitalized leases on premises and equipment

59

52

Total

3,574

3,470

Less - accumulated depreciation and amortization

(1,686)

(1,615)

Net premises and equipment

$
1,888

$
1,855

BB&T has noncancelable leases covering certain premises
and equipment. Total rent expense applicable to operating leases was $215 million, $199 million and $188 million for 2012, 2011
and 2010, respectively. Rental income from owned properties and subleases was $8 million, $7 million and $8 million for 2012, 2011
and 2010, respectively. Future minimum lease payments for operating leases for the five years subsequent to 2012 are $197 million,
$181 million, $164 million, $147 million and $128 million. The payments for 2018 and later years total $613 million.NOTE 6. Goodwill
and Other Intangible Assets The changes in the carrying amounts of goodwill attributable
to each of BB&T’s operating segments are reflected in the table below. To date, there have been no goodwill impairments
recorded by BB&T.

Residential

Dealer

Community

Mortgage

Financial

Specialized

Insurance

Financial

Banking

Banking

Services

Lending

Services

Services

Total

(Dollars in millions)

Balance, January 1, 2011
$
4,537

$
7

$
111

$
94

$
1,067

$
192

$
6,008

Acquired goodwill, net

 ―

 ―

 ―

 ―

45

 ―

45

Contingent consideration

 ―

 ―

 ―

 ―

20

 ―

20

Other adjustments

5

 ―

 ―

 ―

 ―

 ―

5

Balance, December 31, 2011
$
4,542

$
7

$
111

$
94

$
1,132

$
192

$
6,078

Acquired goodwill, net

358

 ―

 ―

5

358

 ―

721

Contingent consideration

 ―

 ―

 ―

 ―

3

 ―

3

Other adjustments

 ―

 ―

 ―

 ―

2

 ―

2

Balance, December 31, 2012
$
4,900

$
7

$
111

$
99

$
1,495

$
192

$
6,804


ACL

Field: Page; Sequence: 106; Value: 2 During 2012, BB&T acquired the life and property and casualty
insurance divisions of Crump Group Inc. The changes in Insurance Services goodwill and other identifiable intangibles were primarily
the result of this acquisition, although the final purchase accounting has not been completed.During 2012, BB&T completed the acquisition of Fort Lauderdale,
Florida-based BankAtlantic. BB&T acquired approximately $1.7 billion in loans and assumed approximately $3.5 billion in deposits.
BB&T also assumed the seller’s obligations with respect to outstanding trust preferred securities, with an aggregate
principal balance of $285 million. In exchange for the assumption of these liabilities, BB&T received a 95% preferred interest
in a newly established LLC, which holds a pool of loans and other net assets. BankAtlantic Bancorp also provided BB&T with
an incremental $35 million guarantee to further assure BB&T’s recovery of the $285 million. The LLC’s assets will
be monetized over time and once BB&T has recovered $285 million in preference amount from the LLC plus a defined return, BB&T’s
interest in the LLC will terminate. The net purchase price received, excluding cash held by BankAtlantic, was $45 million, which
consisted of net liabilities assumed less a deposit premium of $316 million. The changes in Community Banking goodwill and CDI
were primarily the result of this acquisition, although the final purchase accounting has not been completed.At December 31, 2012, the weighted-average remaining life
of CDI and other identifiable intangibles was 7.9 years and 15.9 years, respectively. Estimated amortization expense of identifiable
intangible assets for each for the next five years total $105 million, $89 million, $75 million, $65 million and $56 million.NOTE 7. Loan ServicingResidential Mortgage Banking Activities The following tables summarize residential mortgage banking
activities for the periods presented:


ACL

Field: Page; Sequence: 107; Value: 2

As Of / For The

Years Ended December 31,

2012

2011

(Dollars in millions)

Unpaid principal balance of residential mortgage loans sold from the held for

sale portfolio
$
25,640

$
17,202

Pre-tax gains recognized on mortgage loans sold and held for sale

539

175

Servicing fees recognized from mortgage loans serviced for others

247

240

Approximate weighted average servicing fee on the outstanding balance of

residential mortgage loans serviced for others

0.32
%

0.34
%

Weighted average coupon interest rate on mortgage loans serviced for others

4.59

5.02

The unpaid principal balances of BB&T’s total residential
mortgage loans serviced for others consist primarily of agency conforming fixed-rate mortgage loans. Mortgage loans serviced for
others are not included in loans and leases on the accompanying Consolidated Balance Sheets.During the years ended December 31, 2012 and 2011, BB&T
sold residential mortgage loans from the held for sale portfolio and recognized pre-tax gains including marking LHFS to fair value
and the impact of interest rate lock commitments. These gains are recorded in noninterest income as a component of mortgage banking
income. BB&T retained the related MSRs and receives servicing fees.At December 31, 2012 and 2011, BB&T had residential mortgage
loans sold with recourse liability. In the event of nonperformance by the borrower, BB&T has recourse exposure for these loans.
At both December 31, 2012 and 2011, BB&T has recorded reserves related to these recourse exposures. Payments made to date have
been immaterial.BB&T also issues standard representations and warranties
related to mortgage loan sales to GSEs. Although these agreements often do not specify limitations, BB&T does not believe that
any payments related to these warranties would materially change the financial condition or results of operations of BB&T.Residential MSRs are primarily recorded on the
Consolidated Balance Sheets at fair value with changes in fair value recorded as a component of mortgage banking income in
the Consolidated Statements of Income for each period. BB&T uses various derivative instruments to mitigate the income
statement effect of changes in fair value due to changes in valuation inputs and assumptions of its residential MSRs. The
following is an analysis of the activity in BB&T’s residential MSRs:

Years Ended December 31,

2012

2011

2010

(Dollars in millions)

Carrying value, January 1,
$
563

$
830

$
832

Additions

270

225

265

Change in fair value due to changes in valuation inputs or assumptions:

Prepayment speeds

19

(284)

(66)

Weighted average OAS

(36)

(20)

(28)

Servicing costs

(22)

(30)

(44)

Other

7

(7)

―

Other changes (1)

(174)

(151)

(129)

Carrying value, December 31,
$
627

$
563

$
830

Gains (losses) on derivative financial instruments used to mitigate the

income statement effect of changes in fair value
$
128

$
394

$
196

(1)
Represents the realization of expected net servicing cash flows, expected borrower payments and the passage of time.
During 2012, the prepayment speed assumptions were updated
as actual prepayments have slowed relative to modeled projections as interest rates have begun to stabilize and the higher coupon,
faster prepaying mortgage loans were refinanced over the past two years. Management also increased its OAS assumption to reflect
the return that management believes a market participant would require in the current market. The servicing costs assumptions have
also been increased due to the expectation of higher costs that continued to impact the industry.At December 31, 2012, the valuation of MSRs was based on
prepayment speeds ranging from 15.3% to 18.5% and OAS ranging from 8.22% to 8.35%. The sensitivity of the current fair value of
the residential MSRs to immediate 10% and 20% adverse changes in key economic assumptions is included in the accompanying table: Field: Page; Sequence: 108; Value: 2

December 31,

2012

2011

(Dollars in millions)

Fair value of residential MSRs
$
627

$
563

Composition of residential loans serviced for others:

Fixed-rate mortgage loans

99
%

99
%

Adjustable-rate mortgage loans

1

1

Total

100
%

100
%

Weighted average life

4.4
yrs

3.7
yrs

Prepayment speed

17.3
%

20.8
%

Effect on fair value of a 10% increase
$
(35)

$
(35)

Effect on fair value of a 20% increase

(67)

(66)

Weighted average OAS

8.3
%

6.9
%

Effect on fair value of a 10% increase
$
(17)

$
(12)

Effect on fair value of a 20% increase

(33)

(23)

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 a particular 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 CRE mortgage loans serviced for others are not included in
loans and leases on the accompanying Consolidated Balance Sheets. The following table summarizes commercial mortgage banking activities
for the periods presented:

December 31,

2012

2011

(Dollars in millions)

Unpaid principal balance of CRE mortgages serviced for others
$
29,520

$
25,367

CRE mortgages serviced for others covered by recourse provisions

4,970

4,520

Maximum recourse exposure from CRE mortgages

sold with recourse liability

1,368

1,226

Recorded reserves related to recourse exposure

13

15

Originated CRE mortgages during the period - year to date

4,934

4,803

NOTE 8. Federal Funds Purchased, Securities Sold Under
Agreements to Repurchase and Short-Term Borrowed FundsFederal funds purchased, securities sold under agreements
to repurchase and short-term borrowed funds are summarized as follows:

December 31,

2012

2011

(Dollars in millions)

Federal funds purchased
$
4

$
12

Securities sold under agreements to repurchase

514

619

Master notes

37

296

Other short-term borrowed funds

2,309

2,639

Total
$
2,864

$
3,566

Federal funds purchased represent unsecured borrowings from
other banks and generally mature daily. Securities sold under agreements to repurchase are borrowings collateralized primarily
by securities of the U.S. government or its agencies. Master notes are unsecured, non-negotiable obligations of BB&T (variable
rate commercial paper) that mature in 270 days or less. Other short-term borrowed funds include unsecured bank notes that mature
in less than one year, bank obligations with  Field: Page; Sequence: 109; Value: 2 a maturity of seven days that are collateralized by municipal securities and U.S.
Treasury tax and loan deposit notes payable to the U.S. Treasury upon demand.A summary of selected data related to Federal funds purchased,
securities sold under agreements to repurchase and short-term borrowed funds follows:

As Of / For The Years Ended December 31,

2012

2011

2010

(Dollars in millions)

Maximum outstanding at any month-end during the year
$
4,385

$
10,473

$
11,690

Balance outstanding at end of year

2,864

3,566

5,673

Average outstanding during the year

3,408

5,189

9,022

Average interest rate during the year (1)

0.20
%

0.21
%
0.24
%

Average interest rate at end of year

0.22

0.20

0.46

(1)
Includes the impact of derivative activities.

 NOTE 9. DepositsA summary of BB&T’s deposits is presented in the accompanying
table:

December 31,

2012

2011

(Dollars in millions)

Noninterest-bearing deposits
$
32,452

$
25,684

Interest checking

21,091

20,701

Money market and savings

47,908

44,618

Certificates and other time deposits

31,624

33,899

Foreign office deposits - interest-bearing

 ―

37

Total deposits
$
133,075

$
124,939

Time deposits $100,000 and greater
$
19,328

$
19,819

 Field: Page; Sequence: 110; Value: 2 NOTE 10. Long-Term DebtLong-term debt comprised the following:

|  |  |  |  | December 31, | | | | |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  | 2012 | |  | 2011 | |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | (Dollars in millions) | | | | |  |
|  | Mortgage loans managed or securitized (1) | | | $ | 29,882 |  | $ | 26,559 |  |
|  | Less: Loans securitized and transferred to securities available for sale | | |  | 4 |  |  | 4 |  |
|  |  | LHFS | |  | 3,547 |  |  | 3,394 |  |
|  |  | Covered mortgage loans | |  | 1,040 |  |  | 1,264 |  |
|  |  | Mortgage loans sold with recourse | |  | 1,019 |  |  | 1,316 |  |
|  | Mortgage loans held for investment | | | $ | 24,272 |  | $ | 20,581 |  |
|  | Mortgage loans on nonaccrual status | | | $ | 269 |  | $ | 308 |  |
|  | Mortgage loans 90 days or more past due and still accruing interest (2) | | |  | 92 |  |  | 104 |  |
|  | Mortgage loans net charge-offs - year to date | | |  | 133 |  |  | 264 |  |
|  | Unpaid principal balance of residential mortgage loans servicing portfolio | | |  | 101,270 |  |  | 91,640 |  |
|  | Unpaid principal balance of residential mortgage loans serviced for others | | |  | 73,769 |  |  | 67,066 |  |
|  | Maximum recourse exposure from mortgage loans sold with recourse liability | | |  | 446 |  |  | 522 |  |
|  | Recorded reserves related to recourse exposure | | |  | 12 |  |  | 6 |  |
|  | Repurchase reserves for mortgage loan sales to GSEs | | |  | 59 |  |  | 29 |  |
|  |  |  |  |  |  |  |  |  |  |
| (1) | Balances exclude loans serviced for others with no other continuing involvement. | | | | | | | | |
| (2) | Includes amounts related to residential mortgage LHFS and excludes amounts related to government guaranteed loans and covered mortgage loans.  Refer to the Loans and Leases Note for additional disclosures related to past due government guaranteed loans. | | | | | | | | |


ACL

Excluding capitalized leases, future debt maturities total
$1.7 billion, $2.1 billion, $1.1 billion, $3.9 billion, and $2.5 billion for the next five years. The maturities for 2018 and later
years total $7.8 billion.In connection with the acquisition of BankAtlantic, BB&T
assumed $285 million in junior subordinated debt to unconsolidated trusts, which was redeemed prior to December 31, 2012. BB&T
has no junior subordinated debt outstanding as of December 31, 2012. Field: Page; Sequence: 111; Value: 2 NOTE 11. Shareholders’ Equity Preferred Stock Dividends on the preferred stock, if declared, accrue and
are payable quarterly, in arrears. For each issuance, BB&T issued depositary shares, each of which represents a fractional
ownership interest in a share of the Company’s preferred stock. The preferred stock has no stated maturity and redemption
is solely at the option of the Company in whole, but not in part, upon the occurrence of a regulatory capital treatment event,
as defined. In addition, the preferred stock may be redeemed in whole or in part, on any dividend payment date after five years
from the date of issuance. Under current rules, any redemption of the preferred stock is subject to prior approval of the FRB.
The preferred stock is not subject to any sinking fund or other obligations of the Company.The following table presents a summary of the preferred stock
as of December 31, 2012:

Issuance

Liquidation

Net

Dividend

Issue

Date

Amount

Proceeds

Rate

(Dollars in millions)

Series D Non-Cumulative Perpetual Preferred Stock

5/1/12

$
575

$
559

5.850
%

Series E Non-Cumulative Perpetual Preferred Stock

7/31/12

1,150

1,120

5.625

Series F Non-Cumulative Perpetual Preferred Stock

10/31/12

450

437

5.200

$
2,175

$
2,116

Equity-Based Plans At December 31, 2012, BB&T had options, restricted shares
and restricted share units outstanding from the following equity-based compensation plans: the 2012 Plan, the 2004 Plan, the Omnibus
Plan, the 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, 2012, the 2012 Plan is the
only plan that has shares available for future grants. The 2012 and 2004 Plans allow 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 2012 and 2004 Plans are intended to assist
the Company 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, 2012, there were 30.6 million non-qualified and incentive
stock options at exercise prices ranging from $16.88 to $44.20, 13.9 million restricted shares and restricted share units outstanding
under the 2004 Plan and 110 thousand restricted share units outstanding under the 2012 Plan. Awards outstanding under the 2004
and 2012 Plans 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, 2012, there were no shares available
for future grants under the 2004 Plan and 34.9 million shares available for future grants under the 2012 Plan.At December 31, 2012, 14.7 million non-qualified and qualified
stock options at prices ranging from $32.66 to $43.25 were outstanding under the Omnibus Plan. 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 2012, 2011 and 2010, respectively. Substantially all of BB&T’s option awards are granted in February of each
year:

December 31,

2012

2011

2010

Assumptions:

Risk-free interest rate

1.5
%

1.7
%

2.0
%

Dividend yield

4.4

3.5

5.4

Volatility factor

33.0

37.2

36.0

Expected life

7.0
yrs

7.4
yrs

7.2
yrs

Fair value of options per share
$
6.07

$
7.45

$
5.60

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 Field: Page; Sequence: 112; Value: 2 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.A summary of selected data related to BB&T’s equity-based
compensation costs follows:

Years Ended December 31,

2012

2011

2010

(Dollars in millions)

Equity-based compensation expense
$
97

$
98

$
79

Income tax benefit from equity-based compensation expense

36

36

30

Intrinsic value of options exercised and RSUs that vested during the year

62

54

22

Grant date fair value of equity-based awards that vested during the year

88

76

39

December 31,

2012

2011

(Dollars in millions)

Unrecognized compensation cost related to equity-based awards

$
98

$
109

Weighted-average life over which compensation cost is expected to be recognized (years)

2.0

2.6

The following table details the activity during 2012 related to stock options awarded by BB&T:

Wtd. Avg.

Wtd. Avg.

Aggregate

Remaining

Exercise

Intrinsic

Contractual

Options

Price

Value

 Life

(Dollars in millions, except per share amounts)

Outstanding at January 1, 2012
45,384,554

$
34.42

Granted
4,686,780

30.09

Exercised
(1,345,570)

23.70

Forfeited or expired
(3,334,690)

36.35

Outstanding at December 31, 2012
45,391,074

34.15

$
37

4.3
yrs

Exercisable at December 31, 2012
34,229,207

36.06

18

3.2

Exercisable and expected to vest at December 31, 2012
44,678,275

34.25

36

4.3

The following table details the activity related to restricted shares and restricted share units awarded by BB&T:

Wtd. Avg.

Grant Date

Shares/Units

Fair Value

Nonvested at January 1, 2012
13,462,630

$
19.47

Granted
2,614,405

25.79

Vested
(1,812,225)

30.60

Forfeited
(333,986)

19.24

Nonvested at December 31, 2012
13,930,824

19.26

At December 31, 2012, BB&T’s restricted shares
and restricted share units had a weighted-average life of 1.6 years. At December 31, 2012, management estimates that 12.5 million
restricted shares and restricted share units will vest over a weighted-average life of 1.7 years.Share Repurchase ActivityAt December 31, 2012, 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 2012, 2011 or 2010. Field: Page; Sequence: 113; Value: 2 NOTE 12. Accumulated Other Comprehensive Income (Loss)

The balances in AOCI are shown in the following table:

December 31, 2012

December 31, 2011

Deferred

After-

Deferred

After-

Pre-Tax

Tax Expense

Tax

Pre-Tax

Tax Expense

Tax

Amount

(Benefit)

Amount

Amount

(Benefit)

Amount

(Dollars in millions)

Unrecognized net pension and postretirement costs
$
(1,146)

$
(432)

$
(714)

$
(965)

$
(362)

$
(603)

Unrealized net gains (losses) on cash flow hedges

(277)

(104)

(173)

(254)

(95)

(159)

Unrealized net gains (losses) on securities

available for sale

960

362

598

421

158

263

FDIC’s share of unrealized (gains) losses on

securities available for sale under loss

share agreements

(410)

(154)

(256)

(311)

(116)

(195)

Other, net

(30)

(16)

(14)

(37)

(18)

(19)

Total
$
(903)

$
(344)

$
(559)

$
(1,146)

$
(433)

$
(713)

As of December 31, 2012 and 2011, unrealized net losses on
securities available for sale, excluding covered securities, included $11 million and $55 million, respectively, of pre-tax losses
related to other-than-temporarily impaired non-agency RMBS where a portion of the loss was recognized in net income.NOTE 13. Income Taxes

The provision for income taxes comprised the following:

Years Ended December 31,

2012

2011

2010

(Dollars in millions)

Current expense:

Federal
$
252

$
83

$
161

State

67

26

18

Foreign

2

2

2

Total current expense

321

111

181

Deferred expense (benefit):

Federal

417

163

(65)

State

26

22

(1)

Total deferred expense (benefit)

443

185

(66)

Provision for income taxes
$
764

$
296

$
115

The foreign income tax expense is related to income generated
on assets controlled by a foreign subsidiary of Branch Bank.The reasons for the difference between the provision for
income taxes and the amount computed by applying the statutory Federal income tax rate to income before income taxes were as follows: Field: Page; Sequence: 114; Value: 2

Years Ended December 31,

2012

2011

2010

(Dollars in millions)

Federal income taxes at statutory rate of 35%
$
977

$
570

$
339

Increase (decrease) in provision for income taxes as a result of:

State income taxes, net of Federal tax benefit

61

31

11

Federal tax credits

(126)

(115)

(105)

Tax exempt income

(133)

(135)

(125)

Nontaxable gain on termination of leveraged lease

(12)

(22)

(2)

Other, net

(3)

(33)

(3)

Provision for income taxes
$
764

$
296

$
115

Effective income tax rate

27.4
%

18.2
%

11.9
%

The tax effects of temporary differences that gave rise to
significant portions of the net deferred tax assets and liabilities are reflected in the table below. Net deferred tax assets are
included in other assets on the Consolidated Balance Sheets.

December 31,

2012

2011

(Dollars in millions)

Deferred tax assets:

ALLL
$
771

$
855

Postretirement plans

432

362

Equity-based compensation

144

130

Loan/securities basis difference

6

127

Foreclosed property write-downs

56

240

Net unrealized loss on cash flow hedges

105

95

Other

277

257

Total deferred tax assets

1,791

2,066

Deferred tax liabilities:

Net unrealized gain on securities available for sale

201

31

Lease financing

270

267

Prepaid pension plan expense

373

352

Loan fees and expenses

244

225

Depreciation

57

76

Identifiable intangible assets

161

92

Loan servicing rights

201

156

Derivatives and hedging

163

136

Other

70

89

Total deferred tax liabilities

1,740

1,424

Net deferred tax assets
$
51

$
642

On a periodic basis, BB&T evaluates its income tax positions
based on tax laws and regulations and financial reporting considerations, and records adjustments as appropriate. This evaluation
takes into consideration the status of current taxing authorities’ examinations of BB&T’s tax returns, recent positions
taken by the taxing authorities on similar transactions, if any, and the overall tax environment in relation to tax-advantaged
transactions. The following table presents changes in unrecognized tax benefits for the years ended December 31, 2012, 2011 and
2010. Field: Page; Sequence: 115; Value: 2

Years Ended December 31,

2012

2011

2010

(Dollars in millions)

Beginning balance of unrecognized tax benefits
$
301

$
292

$
179

Additions based on tax positions related to current year

14

 ―

 ―

Additions for tax positions of prior years

―

6

 ―

Settlements

(5)

(1)

 ―

Lapse of statute of limitations

―

 ―

(1)

Unrecognized deferred tax benefits from business acquisitions

(13)

4

114

Ending balance of unrecognized tax benefits
$
297

$
301

$
292

As of December 31, 2012, BB&T had $297 million of unrecognized
Federal and state tax benefits that would have impacted the effective tax rate if recognized. In addition, the Company had $37
million and $39 million in liabilities for tax-related interest recorded on its Consolidated Balance Sheets at December 31, 2012
and 2011, respectively. Total interest, net of the Federal benefit, related to unrecognized tax benefits recognized in the 2012,
2011 and 2010 Consolidated Statements of Income was immaterial. BB&T classifies interest and penalties related to income taxes
as a component of the provision for income taxes in the Consolidated Statements of Income.The IRS has completed its Federal income tax examinations
of BB&T through 2007.  Various years remain subject to examination by state taxing authorities.  In February 2010,
BB&T received an IRS statutory notice of deficiency for tax years 2002-2007 asserting a liability for taxes, penalties and
interest of approximately $892 million related to the disallowance of foreign tax credits and other deductions claimed by a subsidiary
in connection with a financing transaction.  BB&T paid the disputed tax, penalties and interest in March 2010 and filed
a lawsuit seeking a refund in the U.S. Court of Federal Claims.  The Court has scheduled the trial to begin March 4, 2013.
BB&T recorded a receivable in other assets for the amount of this payment, less the reserve considered necessary in accordance
with applicable income tax accounting guidance.  On February 11, 2013, the U.S. Tax Court issued an adverse opinion in a case
between the Bank of New York Mellon Corporation and the IRS involving a transaction with a structure similar to BB&T’s
financing transaction.  BB&T has confidence in its position because, among other reasons, BB&T will raise arguments
and issues in its case that were not considered by the Tax Court.  Bank of New York Mellon has indicated it intends to appeal
the decision.  Nonetheless, BB&T recognized a charge of approximately $281 million in the first quarter of 2013
as a result of its consideration of this adverse decision.  As litigation progresses, it is reasonably possible changes in
the reserve for uncertain tax positions could range from a decrease of $496 million to an increase of $328 million within the next
12 months. Field: Page; Sequence: 116; Value: 2 NOTE 14. Benefit Plans Defined Benefit Retirement Plans BB&T provides a defined benefit retirement plan qualified
under the Internal Revenue Code that covers most employees. Benefits are based on years of service, age at retirement and the employee's
compensation during the five highest consecutive years of earnings within the last ten years of employment.In addition, supplemental retirement benefits are provided
to certain key officers under supplemental defined benefit executive retirement plans, which are not qualified under the Internal
Revenue Code. Although technically unfunded plans, a Rabbi Trust and insurance policies on the lives of the certain covered employees
are available to finance future benefits.The following are the significant actuarial assumptions that
were used to determine net periodic pension costs for the qualified pension plan:

December 31,

2012

2011

2010

Weighted average assumed discount rate
4.82
%

5.52
%

6.16
%

Weighted average expected long-term rate of return on plan assets
8.00

8.00

8.00

Assumed long-term rate of annual compensation increases (1)
4.50

4.50

4.50

(1)
Represents the rate to be achieved by 2015.
The weighted average expected long-term rate of return on
plan assets represents the average rate of return expected to be earned on plan assets over the period the benefits included in
the benefit obligation are to be paid. In developing the expected rate of return, BB&T considers long-term compound annualized
returns of historical market data for each asset category, as well as historical actual returns on the plan assets. Using this
reference information, the Company develops forward-looking return expectations for each asset category and a weighted average
expected long-term rate of return for the plan based on target asset allocations contained in BB&T's Investment Policy Statement.Financial data relative to the defined benefit pension plans
is summarized in the following tables for the years indicated. The qualified pension plan prepaid asset is recorded on the Consolidated
Balance Sheets as a component of other assets and the nonqualified pension plans accrued liability is recorded on the Consolidated
Balance Sheets as a component of other liabilities. The data is calculated using an actuarial measurement date of December 31.

Years Ended December 31,

2012

2011

2010

(Dollars in millions)

Net Periodic Pension Cost:

Service cost
$
120

$
105

$
83

Interest cost

110

103

93

Estimated return on plan assets

(200)

(197)

(178)

Net amortization and other

76

34

24

Net periodic benefit cost

106

45

22

Pre-Tax Amounts Recognized in Total Comprehensive Income:

Net actuarial loss (gain)

270

388

133

Net amortization

(76)

(34)

(24)

Net amount recognized in OCI

194

354

109

Total net periodic pension costs (income) recognized in

total comprehensive income, pre-tax
$
300

$
399

$
131


ACL

Field: Page; Sequence: 117; Value: 2

Qualified Pension Plan

Nonqualified Pension Plans

Years Ended December 31,

Years Ended December 31,

2012

2011

2012

2011

(Dollars in millions)

Projected benefit obligation, January 1,

$
2,055

$
1,696

$
207

$
182

Service cost

113

99

7

6

Interest cost

100

93

10

10

Actuarial (gain) loss

296

218

70

17

Benefits paid

(57)

(51)

(7)

(8)

Acquisitions

41

 ―

 ―

 ―

Projected benefit obligation, December 31,

$
2,548

$
2,055

$
287

$
207

Accumulated benefit obligation, December 31,

$
2,166

$
1,784

$
213

$
178

Qualified Pension Plan

Nonqualified Pension Plans

Years Ended December 31,

Years Ended December 31,

2012

2011

2012

2011

(Dollars in millions)

Fair value of plan assets, January 1,

$
2,478

$
2,484

$
 —

$
 —

Actual return on plan assets

295

45

 —

 —

Employer contributions

202

 —

7

8

Benefits paid

(57)

(51)

(7)

(8)

Acquisitions

34

 —

 —

 —

Fair value of plan assets, December 31,

$
2,952

$
2,478

$
 —

$
 —

Funded status at end of year

$
404

$
423

$
(287)

$
(207)

The following are the pre-tax amounts recognized in AOCI:

Qualified Pension Plan

Nonqualified Pension Plans

Years Ended December 31,

Years Ended December 31,

2012

2011

2012

2011

(Dollars in millions)

Prior service credit (cost)

$
1

$
1

$
(1)

$
(1)

Net actuarial gain (loss)

(993)

(864)

(128)

(63)

Net amount recognized

$
(992)

$
(863)

$
(129)

$
(64)

The expected amortization of unrecognized prior service credit
and unrecognized net actuarial losses for the qualified plan and nonqualified plans that are expected to be amortized from AOCI
into net periodic pension cost during 2013 are reflected in the following table:

Qualified

Nonqualified

Pension Plan

Pension Plans

(Dollars in millions)

Prior service credit (cost)
$
1

$
 —

Net actuarial gain (loss)

(82)

(12)

Net amount expected to be amortized in 2013
$
(81)

$
(12)

Employer contributions to the qualified pension plan are
in amounts between the minimum required for funding standard accounts and the maximum amount deductible for federal income tax
purposes. Management is not required to make a contribution to the qualified pension plan during 2013; however, management elected
to make a discretionary contribution of $270 million in the first quarter of 2013, and may make additional contributions in 2013
if determined appropriate. For the nonqualified plans, the employer contributions are based on benefit payments. Field: Page; Sequence: 118; Value: 2 The following table reflects the estimated benefit payments
for the periods presented.

Qualified

Nonqualified

Pension Plan

Pension Plans

(Dollars in millions)

2013
$
64

$
9

2014

71

10

2015

78

11

2016

86

12

2017

94

13

2018-2022

613

83

BB&T's primary total return objective is to achieve returns
that, over the long term, will fund retirement liabilities and provide for the desired plan benefits in a manner that satisfies
the fiduciary requirements of the Employee Retirement Income Security Act of 1974. The plan assets have a long-term time horizon
that runs concurrent with the average life expectancy of the participants. As such, the Plan can assume a time horizon that extends
well beyond a full market cycle, and can assume an above-average level of risk, as measured by the standard deviation of annual
return. It is expected, however, that both professional investment management and sufficient portfolio diversification will smooth
volatility and help to generate a reasonable consistency of return. The investments are broadly diversified among economic sector,
industry, quality and size in order to reduce risk and to produce incremental return. Within approved guidelines and restrictions,
investment managers have wide discretion over the timing and selection of individual investments.BB&T periodically reviews its asset allocation and investment
policy and makes changes to its target asset allocation. BB&T has established guidelines within each asset category to ensure
the appropriate balance of risk and reward. The current target asset allocations for the plan assets include a range of 40% to
52% for U.S. equity securities, 10% to 20% for international equity securities, 25% to 40% for fixed income securities, and 0%
to 12% for alternative investments, which include real estate, hedge funds, private equities and commodities, with any remainder
to be held in cash equivalents.The fair value of BB&T's pension plan assets at December
31, 2012 and 2011, by asset category are reflected in the following tables. The three level fair value hierarchy that describes
the inputs used to measure these plan assets is defined in Note 18 "Fair Value Disclosures.”

| The following are the significant actuarial assumptions that were used to determine benefit obligations: | | | | | | | | | | |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  | December 31, | | | | |  |
|  |  |  |  |  |  | 2012 | |  | 2011 | |  |
|  | Weighted average assumed discount rate | | | | | 4.25 | % |  | 4.82 | % |  |
|  | Assumed rate of annual compensation increases (1) | | | | | 4.50 |  |  | 4.50 |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| (1) | Represents the rate to be achieved by 2015. | | | | | | | | | | |


ACL

Field: Page; Sequence: 119; Value: 2 The following table presents the activity for Level 3 plan assets, all of which are in alternative investments:

Years Ended December 31,

2012

2011

2010

(Dollars in millions)

Balance at January 1,
$
99

$
124

$
92

Actual return on plan assets

7

9

9

Purchases, sales and settlements

(8)

(34)

23

Balance at December 31,
$
98

$
99

$
124

Defined Contribution PlansBB&T offers a 401(k) Savings Plan and other defined contribution
plans that permit employees to contribute from 1% to 50% of their cash compensation. For full-time employees who are 21 years of
age or older with one year or more of service, BB&T makes matching contributions of up to 6% of the employee's compensation.
BB&T's contribution to the 401(k) Savings Plan and nonqualified defined contribution plans totaled $97 million, $85 million
and $83 million for the years ended December 31, 2012, 2011 and 2010, respectively. BB&T also offers defined contribution plans
to certain employees of subsidiaries who do not participate in the 401(k) Savings Plan.Other benefitsThere are various other employment contracts, deferred compensation
arrangements and covenants not to compete with selected members of management and certain retirees. In addition, BB&T sponsors
a plan which provides certain retirees with a subsidy for purchasing health care and life insurance. In 2004, BB&T amended
this plan to eliminate the subsidy for those employees retiring after December 31, 2004. BB&T also reduced the subsidy paid
to employees who retired on or before December 31, 2004, were age 55 years or older, and had at least ten years of service. For
those employees, the subsidy is based upon years of service of the employee at the time of retirement. These plans and their obligations
are not material to BB&T’s financial statements.NOTE 15. Commitments and Contingencies BB&T utilizes a variety of financial instruments to meet
the financing needs of clients and to reduce exposure to fluctuations in interest rates. These financial instruments include commitments
to extend credit, letters of credit and financial guarantees and derivatives. BB&T also has commitments to fund certain affordable
housing investments and contingent liabilities related to certain sold loans.Commitments to extend, originate or purchase credit are primarily
lines of credit to businesses and consumers and have specified rates and maturity dates. Many of these commitments also have adverse
change clauses, which allow BB&T to cancel the commitment due to deterioration in the borrowers’ creditworthiness.The following table presents a summary of certain commitments and contingencies:

December 31,

2012

2011

(Dollars in millions)

Letters of credit and financial guarantees written
$
5,164

$
6,095

Carrying amount of the liability for letter of credit guarantees

30

27

Investments related to affordable housing and historic building rehabilitation projects

1,223

1,159

Amount of future funding commitments included in investments related to affordable

housing and historic rehabilitation projects

461

394

Lending exposure to these affordable housing projects

87

76

Tax credits subject to recapture related to affordable housing projects

193

161

Investments in private equity and similar investments

323

261

Future funding commitments to private equity and similar investments

129

129

Letters of credit and financial guarantees written are unconditional
commitments issued by BB&T to guarantee the performance of a customer to a third party. These guarantees are primarily issued
to support public and private borrowing arrangements, including commercial paper issuance, bond financing and similar transactions,
the majority of which are to tax  Field: Page; Sequence: 120; Value: 2 exempt entities. The credit risk involved in the issuance of these guarantees is essentially the
same as that involved in extending loans to clients and as such, the instruments are collateralized when necessary.BB&T invests in certain affordable housing and historic
building rehabilitation projects throughout its market area as a means of supporting local communities, and receives tax credits
related to these investments. BB&T typically acts as a limited partner in these investments and does not exert control over
the operating or financial policies of the partnerships. Branch Bank typically provides financing during the construction and development
of the properties; however, permanent financing is generally obtained from independent third parties upon completion of a project.
Tax credits are subject to recapture by taxing authorities based on compliance features required to be met at the project level.
BB&T’s maximum potential exposure to losses relative to investments in VIEs is generally limited to the sum of the outstanding
balance, future funding commitments and any related loans to the entity. Loans to these entities are underwritten in substantially
the same manner as are other loans and are generally secured.BB&T has investments in and future funding commitments
to certain private equity and similar investments. BB&T’s risk exposure relating to such commitments is generally limited
to the amount of investments and future funding commitments made.A derivative is a financial instrument that derives its cash
flows, and therefore its value, by reference to an underlying instrument, index or interest rate. For additional disclosures related
to BB&T’s derivatives refer to Note 19 “Derivative Financial Instruments.”BB&T has sold certain mortgage-related loans that contain
recourse provisions. These provisions generally require BB&T to reimburse the investor for a share of any loss that is incurred
after the disposal of the property. BB&T also issues standard representations and warranties related to mortgage loan sales
to GSEs. Refer to Note 7 “Loan Servicing” for additional disclosures related to these exposures.In the ordinary course of business, BB&T indemnifies
its officers and directors to the fullest extent permitted by law against liabilities arising from pending litigation. BB&T
also issues standard representations and warranties in underwriting agreements, merger and acquisition agreements, loan sales,
brokerage activities and other similar arrangements. Counterparties in many of these indemnification arrangements provide similar
indemnifications to BB&T. Although these agreements often do not specify limitations, BB&T does not believe that any payments
related to these guarantees would materially change the financial position or results of operations of BB&T.Legal Proceedings The nature of the business of BB&T’s banking and
other subsidiaries 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.The Company was a defendant in three separate cases primarily
challenging the Company’s daily ordering of debit transactions posted to customer checking accounts for the period from 2003
to 2010. The plaintiffs requested class action treatment; however, no class was certified. The court initially denied motions by
the Company to dismiss these cases and compel them to be submitted to individual arbitration. The Company then filed appeals in
all three matters. There were numerous subsequent procedural developments. These included an appeal to the U.S. Supreme Court in
one matter which resulted in a November 2011 decision that benefited the Company and two decisions in July 2012 in two other matters
by the U.S. Court of Appeals for the Eleventh Circuit ordering arbitration. Those latter two matters are now concluded. The first
remains pending and therefore, the issues raised by the motions and appeal in this one matter have not been finally decided. If
the motions or any appeals are ultimately granted, they would preclude class action treatment. Even if such an appeal is denied,
the Company believes it has meritorious defenses against this matter, including class certification. In addition, no damages have
been specified by the plaintiffs. Because of these circumstances, no specific loss or range of loss can currently be determined.On at least a quarterly basis, BB&T assesses its liabilities
and contingencies in connection with outstanding legal proceedings 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, BB&T records a
liability in its 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,
BB&T has not accrued legal reserves. While the outcome of legal proceedings is inherently uncertain, based on information currently
available, advice of counsel and  Field: Page; Sequence: 121; Value: 2 available insurance coverage, BB&T’s management
believes that its established legal reserves are adequate and the liabilities arising from BB&T’s legal proceedings
will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated
cash flows of BB&T. However, in the event of unexpected future developments, it is possible that the ultimate resolution of
these matters, if unfavorable, may be material to BB&T’s consolidated financial position, consolidated results of operations
or consolidated cash flows.NOTE 16. Regulatory Requirements and Other RestrictionsBranch Bank and BB&T FSB are required by the FRB to maintain
reserve balances in the form of vault cash or deposits with the FRB based on specified percentages of certain deposit types, subject
to various adjustments. At December 31, 2012, the net reserve requirement amounted to $266 million.Branch Bank is subject to laws and regulations that limit
the amount of dividends it can pay. In addition, both BB&T and Branch Bank are subject to various regulatory restrictions relating
to the payment of dividends, including requirements to maintain capital at or above regulatory minimums, and to remain “well-capitalized”
under the prompt corrective action regulations. BB&T does not expect that any of these laws, regulations or policies will materially
affect the ability of Branch Bank to pay dividends.BB&T is subject to various regulatory capital requirements
administered by the Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and
possibly additional discretionary—actions by regulators that, if undertaken, could have a direct material effect on BB&T’s
financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company
must meet specific capital guidelines that involve quantitative measures of BB&T’s assets, liabilities and certain off-balance-sheet
items calculated pursuant to regulatory directives. BB&T’s capital amounts and classification also are subject to qualitative
judgments by the regulators about components, risk weightings and other factors. BB&T is in full compliance with these requirements.
Banking regulations also identify five capital categories for insured depository institutions: well-capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically undercapitalized. At December 31, 2012 and 2011, BB&T and Branch
Bank were classified as “well-capitalized.”Quantitative measures established by regulation to ensure
capital adequacy require BB&T to maintain minimum amounts and ratios of total and Tier 1 capital (as defined in the regulations)
to risk-weighted assets (as defined), and of Tier 1 capital to average tangible assets (leverage ratio).Risk-based capital ratios, which include Tier 1
Capital, Total Capital and Tier 1 Common Equity, are calculated based on regulatory guidance related to the measurement of
capital and risk-weighted assets. BB&T reevaluated its process related to calculating risk-weighted assets and determined
that certain adjustments, primarily related to the presentation of certain unfunded lending commitments, were required in
order to conform to regulatory guidance.  These adjustments resulted in an increase to risk-weighted assets and a decrease in
BB&T’s risk-based capital ratios.


ACL

As an approved seller/servicer, Branch Bank is required
to maintain minimum levels of shareholders’ equity, as specified by various agencies, including the United States Department
of Housing and Urban Development, GNMA, FHLMC and FNMA. At December 31, 2012 and 2011, Branch Bank’s equity was above all
required levels.At December 31, 2012 and 2011, BB&T had segregated cash
deposits totaling $36 million and $20 million, respectively. These deposits relate to monies held for the exclusive benefit of
clients, primarily at BB&T’s broker/dealer subsidiaries. Field: Page; Sequence: 122; Value: 2 NOTE 17. Parent Company Financial Statements

Parent Company

Condensed Balance Sheets

December 31, 2012 and 2011

2012

2011

(Dollars in millions)

Assets:

Cash and due from banks
$
4,239

$
3,564

Securities available for sale at fair value

27

29

Securities held to maturity

37

40

Investment in banking subsidiaries

21,189

20,853

Investment in other subsidiaries

1,837

1,572

Advances to / receivables from banking subsidiaries

44

615

Advances to / receivables from other subsidiaries

2,408

2,392

Other assets

246

268

Total assets
$
30,027

$
29,333

Liabilities and Shareholders' Equity:

Short-term borrowed funds
$
37

$
296

Short-term borrowed funds due to subsidiaries

 -

72

Dividends payable

170

112

Accounts payable and other liabilities

30

116

Long-term debt

8,567

7,930

Long-term debt due to subsidiaries

 -

3,327

Total liabilities

8,804

11,853

Total shareholders' equity

21,223

17,480

Total liabilities and shareholders' equity
$
30,027

$
29,333

 Field: Page; Sequence: 123; Value: 2

Parent Company

Condensed Income Statements

Years Ended December 31, 2012, 2011 and 2010

2012

2011

2010

(Dollars in millions)

Income:

Dividends from banking subsidiaries
$
1,720

$
620

$
345

Dividends from other subsidiaries

81

278

321

Interest and other income from subsidiaries

79

107

138

Other income

1

8

4

Total income

1,881

1,013

808

Expenses:

Interest expense

239

334

445

Other expenses

52

34

38

Total expenses

291

368

483

Income before income taxes and equity in

undistributed earnings of subsidiaries

1,590

645

325

Income tax benefit

20

26

60

Income before equity in undistributed earnings of subsidiaries

1,610

671

385

Equity in undistributed earnings of subsidiaries in excess of

dividends from subsidiaries

418

661

469

Net income

2,028

1,332

854

Noncontrolling interests

49

43

38

Dividends  on preferred stock

63

 ―

 ―

Net income available to common shareholders
$
1,916

$
1,289

$
816

Parent Company

Condensed Statements of Comprehensive Income

Years Ended December 31, 2012, 2011 and 2010

2012

2011

2010

(Dollars in millions)

Net Income
$
2,028

$
1,332

$
854

OCI, Net of Tax:

Unrealized net holding gains (losses) arising during the period on

securities available for sale

 ―

 ―

7

Change in unrecognized gains (losses) on cash flow hedges

(2)

(1)

 ―

Other, net

1

(8)

 ―

Total OCI

(1)

(9)

7

Total comprehensive income
$
2,027

$
1,323

$
861

Income Tax Effect of Items Included in OCI

Unrealized net holding gains (losses) arising during the period on

securities available for sale
$
 ―

$
―

$
3

Change in unrecognized gains (losses) on cash flow hedges

(1)

 ―

 ―

Other, net

 ―

(4)

 ―

 Field: Page; Sequence: 124; Value: 2

Parent Company

Condensed Statements of Cash Flows

Years Ended December 31, 2012, 2011 and 2010

.

2012

2011

2010

(Dollars in millions)

Cash Flows From Operating Activities:

Net income
$
2,028

$
1,332

$
854

Adjustments to reconcile net income to net cash provided by

operating activities:

Equity in earnings of subsidiaries in excess of dividends

from subsidiaries

(418)

(661)

(469)

Net change in other assets

265

63

(147)

Net change in accounts payable and accrued liabilities

(71)

(3)

(24)

Other, net

(228)

20

(65)

Net cash from operating activities

1,576

751

149

Cash Flows From Investing Activities:

Proceeds from sales, calls and maturities of securities available for sale

26

49

87

Purchases of securities available for sale

(26)

(48)

(8)

Proceeds from maturities, calls and paydowns of securities held

to maturity

4

24

 ―

Investment in subsidiaries

(30)

(12)

(113)

Advances to subsidiaries

(10,785)

(20,306)

(37,341)

Proceeds from repayment of advances to subsidiaries

11,325

22,637

37,028

Net cash from business combinations

51

 ―

 ―

Net cash from investing activities

565

2,344

(347)

Cash Flows From Financing Activities:

Net change in long-term debt

(2,764)

1,121

765

Net change in short-term borrowed funds

(259)

(509)

(198)

Net change in advances from subsidiaries

(72)

69

3

Net proceeds from common stock issued

15

22

110

Net proceeds from preferred stock issued

2,116

 ―

 ―

Cash dividends paid on common and preferred stock

(564)

(446)

(415)

Other, net

62

 ―

 ―

Net cash from financing activities

(1,466)

257

265

Net Change in Cash and Cash Equivalents

675

3,352

67

Cash and Cash Equivalents at Beginning of Year

3,564

212

145

Cash and Cash Equivalents at End of Year
$
4,239

$
3,564

$
212

 Field: Page; Sequence: 125; Value: 2 NOTE 18. Fair Value Disclosures BB&T carries various assets and liabilities at fair value
based on applicable accounting standards, including prime residential mortgage and commercial mortgage loans originated as LHFS.
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. These standards also established a three level fair value hierarchy that describes the inputs that
are used to measure assets and liabilities. Level 1 asset and liability fair values are based on quoted prices in active markets
for identical assets and liabilities. Level 2 asset and liability fair values are based on observable inputs that include: quoted
market prices for similar assets or liabilities; quoted market prices that are not in an active market; or other inputs that are
observable in the market and can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 assets and liabilities are financial instruments whose value is calculated by the use of pricing models and/or discounted
cash flow methodologies, as well as financial instruments for which the determination of fair value requires significant management
judgment or estimation. These methodologies may result in a significant portion of the fair value being derived from unobservable
data.Assets and liabilities measured at fair value on a
recurring basis are summarized below:

Fair Value Measurements for Assets and

Liabilities Measured on a  Recurring Basis

12/31/2012

Level 1

Level 2

Level 3

(Dollars in millions)

Assets:

Trading securities
$
497

$
302

$
194

$
1

Securities available for sale:

GSE securities

290

 ―

290

 ―

RMBS issued by GSE

20,930

 ―

20,930

 ―

States and political subdivisions

2,011

 ―

2,011

 ―

Non-agency RMBS

312

 ―

312

 ―

Other securities

3

2

1

 ―

Covered securities

1,591

 ―

597

994

LHFS

3,761

 ―

3,761

 ―

Residential MSRs

627

 ―

 ―

627

Derivative assets: (1)

Interest rate contracts

1,446

 ―

1,391

55

Foreign exchange contracts

5

 ―

5

 ―

Private equity and similar investments (1)(2)

323

 ―

 ―

323

Total assets
$
31,796

$
304

$
29,492

$
2,000

Liabilities:

Derivative liabilities: (1)

Interest rate contracts
$
1,434

$
 ―

$
1,433

$
1

Foreign exchange contracts

4

 ―

4

 ―

Short-term borrowed funds (3)

98

 ―

98

 ―

Total liabilities
$
1,536

$
 ―

$
1,535

$
1

 Field: Page; Sequence: 126; Value: 2