Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 11-K
_____________________________
(Mark One)
| |
ý | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
OR
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¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________________________ to __________________________
Commission file number 1-10853
| |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
BB&T Corporation 401(k) Savings Plan
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B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
BB&T Corporation
200 West Second Street
Winston-Salem, NC 27101
BB&T Corporation 401(k) Savings Plan
Financial Statements and Supplemental Schedule
December 31, 2017 and 2016
BB&T Corporation 401(k) Savings Plan
Index
December 31, 2017 and 2016
|
| |
| Page |
Report of Independent Registered Public Accounting Firm | |
Financial Statements | |
Statements of Net Assets Available for Benefits | |
Statement of Changes in Net Assets Available for Benefits | |
Notes to Financial Statements | |
Supplemental Schedule* | |
Schedule H, line 4(i) - Schedule of Assets (Held At End of Year) | |
Exhibit Index | |
*Other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
Report of Independent Registered Public Accounting Firm
To the Administrator and Plan Participants of the BB&T Corporation 401(k) Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the BB&T Corporation 401(k) Savings Plan (the “Plan”) as of December 31, 2017 and 2016 and the related statement of changes in net assets available for benefits for the year ended December 31, 2017, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and 2016, and the changes in net assets available for benefits for the year ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule H, line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2017 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ PricewaterhouseCoopers LLP
Greensboro, North Carolina
June 26, 2018
We have served as the Plan’s auditor since 2002.
BB&T Corporation 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2017 and 2016
|
| | | | | | | |
| 2017 | | 2016 |
Assets | | | |
Investments, at fair value | $ | 4,559,897,011 |
| | $ | 3,980,479,878 |
|
Notes receivable from participants | 70,168,610 |
| | 68,492,373 |
|
Employer receivable | 2,484,841 |
| | 2,583,067 |
|
Net assets available for benefits | $ | 4,632,550,462 |
| | $ | 4,051,555,318 |
|
The accompanying notes are an integral part of these financial statements.
2
BB&T Corporation 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2017
|
| | | |
| 2017 |
Additions to (deductions from) net assets attributable to: | |
Investment income | |
Interest | $ | 4,705,604 |
|
Dividends | 141,781,015 |
|
Net appreciation in fair value of investments | 454,904,940 |
|
Net investment income | 601,391,559 |
|
| |
Interest on notes receivable from participants | 3,092,422 |
|
| |
Contributions | |
Employer | 129,116,837 |
|
Employee | 189,174,189 |
|
Rollovers | 19,840,237 |
|
Total contributions | 338,131,263 |
|
Total additions | 942,615,244 |
|
| |
Benefits paid to participants | (360,953,537 | ) |
Administrative expenses | (666,563 | ) |
Total deductions | (361,620,100 | ) |
| |
Net increase | 580,995,144 |
|
| |
Net assets available for benefits | |
Beginning of year | 4,051,555,318 |
|
End of year | $ | 4,632,550,462 |
|
The accompanying notes are an integral part of these financial statements.
3
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
December 31, 2017 and 2016
1. Description of the BB&T Corporation 401(k) Savings Plan
The following description of the BB&T Corporation 401(k) Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan sponsored by BB&T Corporation (the "Corporation" or "Plan Sponsor"). The Plan, which was established effective July 1, 1982 and amended and restated as of January 1, 2013, is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Board of Directors of the Plan Sponsor ("Board") is responsible for oversight of the Plan, including the appropriateness of the Plan's investment offerings, and monitoring of investment performance. In accordance with the Plan document, certain of the Board's responsibilities have been delegated to the Employee Benefits Plan Committee.
Eligibility for Participation
The Plan covers all employees of participating subsidiaries who meet age and service requirements. Employees are eligible to make salary reduction contributions immediately after employment with the Corporation and are eligible to receive matching contributions after attaining the age of 21 with one year of continuous employment in which they have worked at least 1,000 hours. Participation in the Plan is based on voluntary election by each employee.
Contributions
Participants can elect to contribute between 1 percent and 50 percent, in whole percentages, of their eligible earnings, as defined in the Plan document, on a pre-tax basis subject to certain Internal Revenue Code ("IRC") limitations. The Plan also has a Roth feature that allows for after-tax contributions. Eligible participants who have attained the age of 50 before the close of the plan year may make catch-up contributions up to $6,000. Participants may make changes in their contribution percentage at any time. Allocations among fund options offered by the Plan may be changed on a daily basis. Participants may also contribute funds from other tax-qualified plans as rollover contributions.
The Plan Sponsor will match participant contributions (other than catch-up contributions), subject to certain IRC limitations using a formula based on the company in which a participant works:
▪CRC Insurance Services, Inc.: Match of 50%
▪McGriff, Seibels and Williams, Inc.: Match of 100% on the first 4% deferred
▪All others: Match of 100% on the first 6% deferred
CRC Insurance Services, Inc. and AmRisc, LLC may also make profit sharing contributions at the discretion of their respective Board of Directors. For the year ended December 31, 2017, eligible employees of CRC Insurance Services, Inc. and AmRisc, LLC received profit sharing contributions totaling $1,951,400 and $533,441, respectively.
Vesting
Participants are immediately vested in their contributions, employer matching contributions and actual earnings allocated to their account. Nonvested employer matching contributions may occur as a result of participants in predecessor plans that have terminated their employment with their employer.
Notes Receivable from Participants
Participants may borrow from their account balances an amount not to exceed the lesser of $50,000 (less adjustments as required by the Internal Revenue Service ("IRS") or 50 percent of their account balance. The minimum loan amount allowed by the Plan is $1,000. Only one loan can be taken during the Plan year and a participant may have only one loan outstanding at any time. The interest rate charged on amounts borrowed is equal to the Corporation's prime lending rate plus 1 percent at the loan origination date. Principal and interest is paid ratably through payroll deductions. Loans from merged plans are carried at the terms and conditions that were set by the predecessor plans.
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
December 31, 2017 and 2016
Payment of Benefits
Upon termination, a participant may elect to have distributions paid from their account in installments, a lump sum or any combination of the two. Retired participants may elect installment payments to occur over a period not to exceed the participant's life expectancy, or the life expectancy of the participant and beneficiary. Hardship withdrawals are allowed by the Plan in accordance with Plan provisions and IRS regulations.
Participant Accounts
Each participant's individual account is credited with the participant's contributions and allocations of matching contributions, earnings/(losses) on the account and administrative expenses. Allocations of earnings/(losses) and expenses are based upon the market activity and fees of the investment options selected by the participant. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
Forfeitures
Forfeitures represent nonvested employer matching contributions of participants in predecessor plans that have terminated their employment with their employer. At December 31, 2017 and 2016, forfeited accounts totaled $73,989 and $32, respectively, which can be used to reduce employer contributions. In 2017, contributions by the employer were reduced by $145,226 from the forfeiture account.
2. Summary of Significant Accounting Policies
Basis of Accounting
The Plan's financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
Administrative Expenses and Investment-Related Fees
Administrative expenses are paid by the Plan, unless otherwise paid by the Plan Sponsor. Expenses that are paid by the Plan Sponsor are excluded from these financial statements. The Plan Sponsor has elected to pay certain administrative fees related to professional services provided to the Plan. Investment-related fees are included in net appreciation (depreciation) of fair value of investments.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Related fees are recorded as administrative expenses. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document. No allowance for credit losses has been recorded as of December 31, 2017 or 2016.
Cash and Cash Equivalents
Cash and cash equivalents includes interest-bearing deposits with a bank subsidiary of the Corporation so that the carrying value of cash and cash equivalents approximates the fair value of these instruments.
Investment Valuation and Income Recognition
Participants may direct the investment of their contributions as well as employer matching contributions among various mutual funds, BB&T Corporation Stock, common/collective trusts, separately managed accounts consisting primarily of common stock and foreign stock, and an associate insured deposit account, each offering different degrees of risk and return. There is also a self-directed brokerage investment option for Plan participants. The Employee Benefits Plan Committee determines the Plan's valuation policies utilizing information provided by the custodian. The Plan's investments are stated at fair value. Refer to Note 4 for disclosures of methodologies used to determine the recorded fair value of Plan investments.
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
December 31, 2017 and 2016
Purchases and sales of investments are recorded on a trade-date basis. Dividend income on mutual funds is recorded on the ex-dividend date. Capital gain distributions on mutual funds are included in dividend income. Dividend income on BB&T Corporation common stock is recorded on the ex-dividend date. The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation/(depreciation) in the fair value of its investments, which consists of the realized gains or losses and unrealized appreciation or depreciation on investments held at year end.
The Financial Accounting Standards Board ("FASB") ASC Topic 820, Fair Value Measurements ("Topic 820"), provides a framework for measuring fair value which requires that an entity determine asset and liability fair values based on the exit price from an orderly transaction in the principal market for the asset or liability being measured.
Payment of Benefits
Benefits claims are recorded when they have been approved for payment and paid by the Plan.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the dates of the financial statements and the reported changes in net assets available for benefits during the reported periods. Actual results could differ from those estimates.
3. Associate Insured Deposit Account
The Plan invests in an associate insured deposit account, which is a deposit account with a bank subsidiary of the Plan Sponsor. Under the terms of the account agreement, Branch Banking and Trust Company ("Branch Bank") is required to set aside collateral equal or greater in market value to the amount on deposit in the account in excess of the amount insured under the Federal Deposit Insurance Act.
The interest rate resets monthly based on market yields for United States Treasury Notes having a one-year maturity. The rate credited is based on the average yield that was effective as of the 30th day of the month two months prior plus fifty basis points. The crediting interest rates for the year ended December 31, 2017 ranged from 1.30 percent to 1.93 percent and the average yield rate was 1.59 percent.
4. Fair Value of Financial Instruments
Topic 820 establishes a three-level fair value hierarchy that describes the inputs used to measure assets and liabilities. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The valuation methodology was applied consistently from year to year.
Level 1
Level 1 asset and liability fair values are based on quoted prices in active markets for identical assets and liabilities. Level 1 assets and liabilities include mutual funds, common stock and foreign stock traded on an exchange or listed market. In addition, the Plan offers a self-directed brokerage option that holds mutual funds and common stock and two separately managed accounts that primarily hold common stock and foreign stock, which are traded on an exchange or listed market.
Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded. Common stock is valued at the closing price reported on the active market on which the individual securities are traded.
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
December 31, 2017 and 2016
Level 2
Level 2 asset and liability fair values are based on observable inputs that include: quoted market prices for similar assets or liabilities in an active market not defined by Level 1; quoted market prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable in the market and can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include the associate insured deposit account, common/collective trusts and corporate and government bonds in the self-directed brokerage option.
The associate insured deposit account is carried at amortized cost, which approximates fair value. Refer to Note 3 for detailed disclosures related to the Plan's investment in the associate insured deposit account.
The fair value of the common/collective trusts is based on NAV, as provided by the trustee. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. Transactions (purchase and sales) may occur daily. The common/collective trusts have a readily determinable fair value in that NAV is determined and made available to the Plan daily, and is the basis for current transactions. Were the Plan to initiate a full redemption of the common/collective trust, the investment adviser reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations at the then current NAV will be carried out in an orderly business manner. The common/collective trusts have a daily redemption frequency, a redemption notice period of 30 days to one year, and no unfunded commitments.
The fair value of government securities and corporate bonds are determined by closing prices at the end of the Plan year. Closing prices are obtained from third party pricing vendors. When quoted prices are unavailable, pricing vendors use various evaluation methodologies, which are based on quoted prices for securities with similar coupons, ratings, and maturities.
Level 3
Level 3 assets and liabilities are financial instruments whose value is calculated by the use of pricing models and/or discounted cash flow methodologies, as well as financial instruments for which the determination of fair value requires significant management judgment or estimation. These methodologies may result in a significant portion of the fair value being derived from unobservable data. As of December 31, 2017 and 2016, there were no level 3 assets or liabilities.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Assets and liabilities measured at fair value on a recurring basis are summarized below:
|
| | | | | | | | | | | |
| December 31, 2017 |
| Total | | Level 1 | | Level 2 |
BB&T common stock | $ | 613,072,311 |
| | $ | 613,072,311 |
| | $ | — |
|
Mutual funds | 2,116,228,844 |
| | 2,116,228,844 |
| | — |
|
Self-directed investments | 175,877,922 |
| | 174,056,828 |
| | 1,821,094 |
|
Common/collective trusts | 1,434,922,552 |
| | — |
| | 1,434,922,552 |
|
Separately managed accounts: | | | | | |
Common stock | 3,949,098 |
| | 3,949,098 |
| | — |
|
Foreign stock | 392,830 |
| | 392,830 |
| | — |
|
Associate insured deposit account | 210,467,027 |
| | — |
| | 210,467,027 |
|
Total investments at fair value, excluding cash and cash equivalents of $4,986,427 | $ | 4,554,910,584 |
| | $ | 2,907,699,911 |
| | $ | 1,647,210,673 |
|
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
December 31, 2017 and 2016
|
| | | | | | | | | | | |
| December 31, 2016 |
| Total | | Level 1 | | Level 2 |
BB&T common stock | $ | 627,441,928 |
| | $ | 627,441,928 |
| | $ | — |
|
Mutual funds | 2,132,646,390 |
| | 2,132,646,390 |
| | — |
|
Self-directed investments | 137,974,072 |
| | 136,023,623 |
| | 1,950,449 |
|
Common/collective trusts | 854,971,630 |
| | — |
| | 854,971,630 |
|
Separately managed accounts: | | | | | |
Common stock | 3,377,273 |
| | 3,377,273 |
| | — |
|
Foreign stock | 432,401 |
| | 432,401 |
| | — |
|
Equity exchange traded fund | 26,167 |
| | 26,167 |
| | — |
|
Associate insured deposit account | 221,664,794 |
| | — |
| | 221,664,794 |
|
Total investments at fair value, excluding cash and cash equivalents of $1,945,223 | $ | 3,978,534,655 |
| | $ | 2,899,947,782 |
| | $ | 1,078,586,873 |
|
There were no transfers between levels during 2017 and 2016.
5. Tax Status
The IRS has determined and informed the Plan Sponsor by letter dated November 19, 2014, that the Plan was designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan Administrator believes that the Plan was designed and is currently being operated in compliance with the applicable provisions of the IRC. Therefore, no provision for income taxes was included in the Plan's financial statements.
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator analyzed the tax positions by the Plan, and concluded that as of December 31, 2017 and 2016, there are no uncertain positions taken that require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2014.
6. Plan Termination
Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, assets of the Plan would be distributed in accordance with the Plan document.
7. Related Party and Party-In-Interest Transactions
Included in the Plan assets are BB&T Corporation common stock, mutual funds advised by a subsidiary of the Corporation, assets held in separately managed accounts that are managed by a subsidiary of the Corporation, an associate insured deposit account with Branch Bank and cash in an interest-bearing checking account with Branch Bank. Balances, income and transactions related to these investments, which are party-in-interest transactions under ERISA, are presented in the following tables:
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
December 31, 2017 and 2016
|
| | | | | | | |
| December 31, |
| 2017 | | 2016 |
BB&T Corporation common stock | $ | 613,072,311 |
| | $ | 627,441,928 |
|
Mutual funds | 1,461,875,254 |
| | 1,311,671,102 |
|
Separately managed accounts | 4,341,928 |
| | 3,835,841 |
|
Associate insured deposit account | 210,467,027 |
| | 221,664,794 |
|
Interest-bearing checking account | 4,986,427 |
| | 1,945,223 |
|
|
| | | |
| For the year ended |
| December 31, 2017 |
Dividends on BB&T Corporation common stock | $ | 16,278,053 |
|
Dividends on investments in BB&T sponsored mutual funds | 81,721,579 |
|
Interest on associate insured deposit account | 3,339,225 |
|
In addition, the cost of administrative services rendered by the Corporation's Trust Division is party-in-interest and totaled $351,204 for the year ended December 31, 2017. The expenses paid through the Plan include only transactional charges such as loan issuance fees, Qualified Domestic Relations Order fees and check reissues. In addition, there are fees charged by TD Ameritrade to participants with self-directed brokerage accounts and fees charged by ProNvest to participants that opt to receive guidance on investment election/allocation. Fees charged by Ameritrade and ProNvest were $195,833 and $119,526, respectively for the year ended December 31, 2017.
8. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
|
| | | | | | | |
BB&T Corporation 401(k) Savings Plan |
Schedule H, line 4(i)-Schedule of Assets (Held At End of Year) |
December 31, 2017 |
| | | | | |
(a) | ( b ) | | ( c ) | | ( e ) |
| Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
* | BB&T Corporation | | Common stock | | $ | 613,072,311 |
|
| | | | | |
* | Sterling Capital Total Return Bond Fund | | Mutual fund | | 226,965,001 |
|
* | Sterling Capital Mid Value Fund | | Mutual fund | | 270,108,963 |
|
* | Sterling Capital Special Opportunities Fund | | Mutual fund | | 301,396,460 |
|
* | Sterling Capital Equity Income Fund | | Mutual fund | | 268,690,854 |
|
* | Sterling Capital Behavioral Small Cap Val Equity Fund | | Mutual fund | | 133,411,672 |
|
* | Sterling Capital Behavioral Large Cap Val Equity Fund | | Mutual fund | | 261,302,304 |
|
| Federated Investors Treasury Obligation Fund | | Mutual fund | | 91,161,069 |
|
| Fidelity Contrafund | | Mutual fund | | 210,038,790 |
|
| Harbor International Fund | | Mutual fund | | 155,148,259 |
|
| T. Rowe Price Mid Cap Growth Fund | | Mutual fund | | 198,005,472 |
|
| | | | | 2,116,228,844 |
|
| | | | | |
| T. Rowe Price Retirement Income Fund | | Common/collective trust | | 58,187,827 |
|
| T. Rowe Price Retirement 2005 Fund | | Common/collective trust | | 4,763,961 |
|
| T. Rowe Price Retirement 2010 Fund | | Common/collective trust | | 29,022,587 |
|
| T. Rowe Price Retirement 2015 Fund | | Common/collective trust | | 49,208,479 |
|
| T. Rowe Price Retirement 2020 Fund | | Common/collective trust | | 136,801,489 |
|
| T. Rowe Price Retirement 2025 Fund | | Common/collective trust | | 119,451,554 |
|
| T. Rowe Price Retirement 2030 Fund | | Common/collective trust | | 172,284,575 |
|
| T. Rowe Price Retirement 2035 Fund | | Common/collective trust | | 91,653,889 |
|
| T. Rowe Price Retirement 2040 Fund | | Common/collective trust | | 127,128,410 |
|
| T. Rowe Price Retirement 2045 Fund | | Common/collective trust | | 72,064,182 |
|
| T. Rowe Price Retirement 2050 Fund | | Common/collective trust | | 53,355,143 |
|
| T. Rowe Price Retirement 2055 Fund | | Common/collective trust | | 37,986,791 |
|
| T. Rowe Price Retirement 2060 Active Trust | | Common/collective trust | | 3,547,235 |
|
| Legal & General MSCI ACWI | | Common/collective trust | | 68,470,101 |
|
| Legal & General S&P 500 | | Common/collective trust | | 303,827,199 |
|
| Morley Stable Value Fund | | Common/collective trust | | 107,169,130 |
|
| | | | | 1,434,922,552 |
|
| | | | | |
| Plan Participants | | Self-directed investments | | 175,877,922 |
|
| | | | | |
* | Notes Receivable from Participants | | Participant loans (4.25% to 9% due thru May 2046) | | 70,168,610 |
|
| | | | | |
* | Branch Banking and Trust Company | | Associate insured deposit account | | 210,467,027 |
|
| | | | | |
* | Branch Banking and Trust Company | | Cash and cash equivalents | | 4,986,427 |
|
| | | | | |
Holdings in Separately Managed Accounts |
| Adtalem Global Education Inc | | Common stock | | 10,302 |
|
| Advansix Inc | | Common stock | | 7,068 |
|
| Aes Corp | | Common stock | | 5,350 |
|
| Affiliated Managers Group Inc Com | | Common stock | | 118,224 |
|
| Ag Mortgage Investment Trust | | Common stock | | 6,863 |
|
| Akebia Therapeutics Inc | | Common stock | | 5,844 |
|
| Allison Transmission Holdings Inc | | Common stock | | 6,245 |
|
| Allison Transmission Holdings Inc | | Common stock | | 51,684 |
|
| Allscripts Healthcare Solutions | | Common stock | | 10,680 |
|
|
| | | | | | | |
BB&T Corporation 401(k) Savings Plan |
Schedule H, line 4(i)-Schedule of Assets (Held At End of Year) |
December 31, 2017 |
| | | | | |
(a) | ( b ) | | ( c ) | | ( e ) |
| Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| Amag Pharmaceuticals Inc | | Common stock | | 1,219 |
|
| American Equity Investment Life Holding Co | | Common stock | | 14,412 |
|
| Annaly Capital Management | | Common stock | | 37,168 |
|
| Apple Hospitality Reit Inc | | Common stock | | 5,863 |
|
| Arcbest Corp | | Common stock | | 8,008 |
|
| Arch Coal Inc - A | | Common stock | | 9,968 |
|
| Armour Residential Reit Inc | | Common stock | | 7,742 |
|
| Ascena Retail Group Inc | | Common stock | | 10,937 |
|
| Associated Banc Corp | | Common stock | | 6,045 |
|
| Atlas Air Worldwide Holdings | | Common stock | | 8,622 |
|
| B Of I Holding Inc. | | Common stock | | 4,754 |
|
| Bankunited Inc | | Common stock | | 6,149 |
|
| Barrett Business Svcs Inc | | Common stock | | 5,998 |
|
| Beazer Homes Usa Inc | | Common stock | | 9,739 |
|
| Berkshire Hills Bancorp Inc | | Common stock | | 7,393 |
|
| Big Lots Inc | | Common stock | | 6,513 |
|
| Blucora Inc | | Common stock | | 6,431 |
|
| Boise Cascade Company | | Common stock | | 8,259 |
|
| Boston Beer Company Inc - Cl A | | Common stock | | 6,880 |
|
| Briggs & Stratton Corp | | Common stock | | 7,992 |
|
| Brixmor Property Group Inc | | Common stock | | 5,393 |
|
| Brookdale Senior Living Inc | | Common stock | | 4,598 |
|
| Cai International Inc | | Common stock | | 5,692 |
|
| Camden National Corp | | Common stock | | 8,047 |
|
| Carolina Financial Corp | | Common stock | | 6,316 |
|
| Cathay General Bancorp | | Common stock | | 11,892 |
|
| Cbre Group Inc | | Common stock | | 108,275 |
|
| Cbs Corporation Cl B | | Common stock | | 74,635 |
|
| Chatham Lodging Trust | | Common stock | | 7,579 |
|
| Cherry Hill Mortgage Investment | | Common stock | | 5,757 |
|
| Chico'S Fas Inc | | Common stock | | 21,521 |
|
| Childrens Place Retail Stores | | Common stock | | 7,704 |
|
| Chimera Investment Corp | | Common stock | | 6,948 |
|
| Citi Trends Inc | | Common stock | | 6,694 |
|
| Cno Financial Group Inc | | Common stock | | 13,604 |
|
| Columbia Property Trust Inc | | Common stock | | 6,174 |
|
| Community Tr Bancorp Inc | | Common stock | | 8,101 |
|
| Comtech Telecommunications Corp | | Common stock | | 6,769 |
|
| Conatus Pharmaceuticals Inc | | Common stock | | 4,518 |
|
| Conn'S Inc | | Common stock | | 11,980 |
|
| Consol Energy Inc | | Common stock | | 1,857 |
|
| Corenergy Infrastructure Trust | | Common stock | | 153 |
|
| Covenant Transport Inc | | Common stock | | 6,119 |
|
| Cra International Inc | | Common stock | | 7,417 |
|
| Credit Acceptance Corp | | Common stock | | 7,440 |
|
| Cts Corp | | Common stock | | 7,442 |
|
| Customers Bancorp Inc. | | Common stock | | 7,615 |
|
| Cvr Energy Inc | | Common stock | | 10,986 |
|
| Cytomx Therapeutics Inc | | Common stock | | 7,220 |
|
| Deckers Outdoor Corp | | Common stock | | 10,994 |
|
| Dhi Group Inc Dhi Group Inc | | Common stock | | 6,698 |
|
| Diamond Offshore Drill Drill | | Common stock | | 9,778 |
|
|
| | | | | | | |
BB&T Corporation 401(k) Savings Plan |
Schedule H, line 4(i)-Schedule of Assets (Held At End of Year) |
December 31, 2017 |
| | | | | |
(a) | ( b ) | | ( c ) | | ( e ) |
| Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| Diamondrock Hospitality Company | | Common stock | | 3,884 |
|
| Diodes Inc | | Common stock | | 7,512 |
|
| Dollar General Corp. | | Common stock | | 67,432 |
|
| Domtar Corporation | | Common stock | | 6,190 |
|
| Dst Systems Inc | | Common stock | | 54,622 |
|
| Dynex Capital Inc | | Common stock | | 6,428 |
|
| E Trade Financial Corp | | Common stock | | 123,925 |
|
| Ebay Inc | | Common stock | | 75,480 |
|
| Echostar Holding Corp A | | Common stock | | 5,331 |
|
| El Paso Elec Co Com New | | Common stock | | 9,631 |
|
| Employers Holdings Inc | | Common stock | | 10,967 |
|
| Endurance International Group | | Common stock | | 5,947 |
|
| Enterprise Financial Services Corp | | Common stock | | 12,642 |
|
| Ep Energy Corp-Cl A | | Common stock | | 444 |
|
| Equity Wealth | | Common stock | | 5 |
|
| Exterran Corp | | Common stock | | 8,489 |
|
| Ez Corp Cl A | | Common stock | | 5,405 |
|
| Fcb Financial Holdings-Cl A | | Common stock | | 9,398 |
|
| Federal Agricultural Mtg Corp Cl C | | Common stock | | 13,379 |
|
| Fidelity Southern Corporation | | Common stock | | 8,001 |
|
| Fidelity National Information Services Inc | | Common stock | | 72,732 |
|
| Financial Institutions Inc. | | Common stock | | 6,500 |
|
| First Fefiance Finl Corp | | Common stock | | 6,548 |
|
| First Financial Bancorp | | Common stock | | 8,485 |
|
| First Financial Corp/Indiana | | Common stock | | 6,213 |
|
| First Solar Inc | | Common stock | | 7,900 |
|
| First Wealth Financial | | Common stock | | 8,434 |
|
| Flagstar Bancorp Inc | | Common stock | | 7,596 |
|
| Forestar Group Inc - W/I | | Common stock | | 660 |
|
| Freightcar America Inc | | Common stock | | 5,824 |
|
| Gannett Co Inc | | Common stock | | 8,565 |
|
| Gentex Corp | | Common stock | | 97,941 |
|
| Getty Realty Corp | | Common stock | | 7,360 |
|
| Government Properties Income | | Common stock | | 9,122 |
|
| Gray Television Inc. | | Common stock | | 7,370 |
|
| Great Southern Bancorp Inc. | | Common stock | | 7,334 |
|
| Hanmi Financial Corp | | Common stock | | 7,588 |
|
| Hca Holdings Inc | | Common stock | | 87,840 |
|
| Healthsouth Corp | | Common stock | | 7,164 |
|
| Heartland Financial Usa Inc | | Common stock | | 9,174 |
|
| Heritage Insurance Holdings | | Common stock | | 6,830 |
|
| Heritage-Crystal Clean Inc | | Common stock | | 6,830 |
|
| Hollyfrontier Corp | | Common stock | | 8,605 |
|
| Homestreet Inc | | Common stock | | 7,180 |
|
| Huntsman Corporation | | Common stock | | 6,325 |
|
| Idacorp Inc | | Common stock | | 13,339 |
|
| Independence Realty Trust Inc | | Common stock | | 3,310 |
|
| Independent Bank Corp | | Common stock | | 6,593 |
|
| Interdigital Inc | | Common stock | | 5,483 |
|
| Invesco Mortgage Capital | | Common stock | | 10,555 |
|
| Iridium Communications Inc | | Common stock | | 10,207 |
|
| Itt Inc | | Common stock | | 6,138 |
|
|
| | | | | | | |
BB&T Corporation 401(k) Savings Plan |
Schedule H, line 4(i)-Schedule of Assets (Held At End of Year) |
December 31, 2017 |
| | | | | |
(a) | ( b ) | | ( c ) | | ( e ) |
| Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| Jabil Inc | | Common stock | | 5,933 |
|
| Jacobs Engr Group Inc | | Common stock | | 51,119 |
|
| Jernigan Capital Inc | | Common stock | | 6,064 |
|
| Kaiser Aluminum Corporation | | Common stock | | 9,082 |
|
| Kb Home | | Common stock | | 11,183 |
|
| Kbr Inc | | Common stock | | 10,649 |
|
| Kemet Corp | | Common stock | | 4,111 |
|
| Kimco Rlty Corp | | Common stock | | 1,325 |
|
| Knowles Corp | | Common stock | | 39,069 |
|
| Kosmos Energy Ltd | | Common stock | | 3,521 |
|
| Kronos Worldwide Inc | | Common stock | | 6,030 |
|
| Laboratory Corp Of American Holdings | | Common stock | | 86,135 |
|
| Lannett Company Inc | | Common stock | | 5,939 |
|
| Lear Corp | | Common stock | | 7,066 |
|
| Leucadia National Corp | | Common stock | | 115,232 |
|
| Liberty Property Trust Sh Ben Tr | | Common stock | | 5,548 |
|
| Lincoln National Corp. | | Common stock | | 60,343 |
|
| Louisiana Pacific Corp Pac Corp | | Common stock | | 6,224 |
|
| Markel Corporation | | Common stock | | 78,600 |
|
| Masimo Corporation | | Common stock | | 5,003 |
|
| Mckesson Corp Corporation | | Common stock | | 63,628 |
|
| Mdc Holdings Inc | | Common stock | | 478 |
|
| Medical Properties Trust Inc | | Common stock | | 6,077 |
|
| Mfa Mortgage Investments Inc. | | Common stock | | 6,201 |
|
| Mgic Investment Corp | | Common stock | | 16,537 |
|
| Microstrategy Inc Cl A | | Common stock | | 27,573 |
|
| Midland States Bancorp Inc | | Common stock | | 5,846 |
|
| Molina Healthcare Inc | | Common stock | | 10,275 |
|
| Monmouth Reit Corp Class A | | Common stock | | 3,809 |
|
| Mtge Investment Crop | | Common stock | | 8,344 |
|
| Murphy Oil Corporation | | Common stock | | 6,521 |
|
| National Fuel Gas Company | | Common stock | | 4,942 |
|
| Ncr Corp | | Common stock | | 128,312 |
|
| Nelnet Inc Cl A | | Common stock | | 10,573 |
|
| Netgear Inc | | Common stock | | 9,988 |
|
| New Media Investment Group | | Common stock | | 7,517 |
|
| New Methode Electron Inc | | Common stock | | 6,015 |
|
| New Residential Investment Corp | | Common stock | | 12,069 |
|
| New York Mortgage Trust Inc | | Common stock | | 7,028 |
|
| News Corp New Cl B | | Common stock | | 83,000 |
|
| Northwestern Corporation | | Common stock | | 11,403 |
|
| Nrg Yield Inc - Class A | | Common stock | | 7,352 |
|
| Nrg Yield Inc -Class C | | Common stock | | 8,807 |
|
| Oceanfirst Financial Corp | | Common stock | | 7,376 |
|
| Ofg Bancorp | | Common stock | | 5,819 |
|
| Oge Energy Corp | | Common stock | | 5,035 |
|
| Old National Bancorp | | Common stock | | 9,109 |
|
| Olin Corp | | Common stock | | 6,404 |
|
| Omega Healthcare Services | | Common stock | | 4,682 |
|
| Omnicom Group | | Common stock | | 69,189 |
|
| On Semiconductor | | Common stock | | 7,538 |
|
| Oritani Financial Corporation | | Common stock | | 508 |
|
|
| | | | | | | |
BB&T Corporation 401(k) Savings Plan |
Schedule H, line 4(i)-Schedule of Assets (Held At End of Year) |
December 31, 2017 |
| | | | | |
(a) | ( b ) | | ( c ) | | ( e ) |
| Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| Owens Corning | | Common stock | | 11,493 |
|
| Oxford Inds Inc | | Common stock | | 8,271 |
|
| Par Petroleum Corp | | Common stock | | 6,401 |
|
| Pbf Energy Inc. | | Common stock | | 6,523 |
|
| Pdl Biopharma Inc | | Common stock | | 7,012 |
|
| Peapack Gladstone Finl Corp | | Common stock | | 7,179 |
|
| Penn National Gaming Inc. | | Common stock | | 11,749 |
|
| Pennymac Financial Service-A | | Common stock | | 6,839 |
|
| Pilgrim'S Pride Corp | | Common stock | | 7,206 |
|
| Pinnacle Entertainment Inc | | Common stock | | 9,459 |
|
| Pinnacle West Cap Corporation | | Common stock | | 7,922 |
|
| Portland General Electric Co | | Common stock | | 12,079 |
|
| Primoris Services Corp | | Common stock | | 5,275 |
|
| Provident Financial Services Inc | | Common stock | | 8,927 |
|
| Qcr Holdings Inc | | Common stock | | 6,428 |
|
| Quality Systems Inc | | Common stock | | 4,767 |
|
| Radian Group Inc | | Common stock | | 15,478 |
|
| Radnet Inc. | | Common stock | | 6,171 |
|
| Ralph Lauren Corp | | Common stock | | 6,325 |
|
| Rayonier Advanced Materials | | Common stock | | 7,853 |
|
| Rayonier Advanced Materials | | Common stock | | 37,424 |
|
| Realogy Holdings Corp | | Common stock | | 55,650 |
|
| Reinsurance Grp Of Amer Of America | | Common stock | | 9,512 |
|
| Rexford Industrial Realty Inc | | Common stock | | 7,261 |
|
| Rh | | Common stock | | 8,880 |
|
| Rlj Lodging Trust | | Common stock | | 11,908 |
|
| Rudolph Technology | | Common stock | | 5,473 |
|
| Rush Enterprises Inc Cl A | | Common stock | | 12,245 |
|
| S&T Bancorp Inc. | | Common stock | | 9,236 |
|
| Sabra Health Care Reit Inc | | Common stock | | 6,063 |
|
| Sanderson Farmsinc | | Common stock | | 12,490 |
|
| Sandy Spring Bancorp Inc | | Common stock | | 7,141 |
|
| Santander Consumer Usa Holdings | | Common stock | | 6,089 |
|
| Scana Corp New | | Common stock | | 5,609 |
|
| Schnitzer Steel Inds Inc Cl A | | Common stock | | 10,653 |
|
| Schweitzer Mauduit Intl Inc | | Common stock | | 5,126 |
|
| Seaworld Entertainment Inc | | Common stock | | 45,527 |
|
| Sleep Number Corp | | Common stock | | 7,105 |
|
| Southwestern Energy Co | | Common stock | | 43,859 |
|
| Spire Inc | | Common stock | | 11,348 |
|
| Spirit Aerosystems Holdings Inc | | Common stock | | 8,900 |
|
| Spirit Realty Capital Inc | | Common stock | | 5,517 |
|
| Stericycle Inc | | Common stock | | 22,097 |
|
| Stoneridge Inc | | Common stock | | 8,458 |
|
| Suncoke Energy Inc | | Common stock | | 9,916 |
|
| Sunpower Corporation | | Common stock | | 6,693 |
|
| Sutherland Asset Management | | Common stock | | 5,727 |
|
| Synchrony Financial | | Common stock | | 53,089 |
|
| Synovus Financial Corp | | Common stock | | 6,184 |
|
| T Rowe Price Group Inc | | Common stock | | 70,828 |
|
| Tcf Financial Corp | | Common stock | | 5,966 |
|
| Tech Data Corp | | Common stock | | 11,560 |
|
|
| | | | | | | |
BB&T Corporation 401(k) Savings Plan |
Schedule H, line 4(i)-Schedule of Assets (Held At End of Year) |
December 31, 2017 |
| | | | | |
(a) | ( b ) | | ( c ) | | ( e ) |
| Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| Teletech Holdings Inc | | Common stock | | 5,434 |
|
| Teradata Corp | | Common stock | | 6,692 |
|
| Teradyne Inc | | Common stock | | 1,759 |
|
| Terex Corp New | | Common stock | | 7,329 |
|
| The Buckle Inc | | Common stock | | 7,648 |
|
| The Greenbriar Companies Inc | | Common stock | | 10,660 |
|
| Tier Reit Inc | | Common stock | | 612 |
|
| Toll Brothers Inc | | Common stock | | 6,627 |
|
| Tower International Inc | | Common stock | | 7,027 |
|
| Trico Bancshares | | Common stock | | 7,610 |
|
| Trinity Industries | | Common stock | | 7,005 |
|
| Trinity Industries | | Common stock | | 14,048 |
|
| Triple S Management Corp | | Common stock | | 6,362 |
|
| Trueblue Inc | | Common stock | | 7,810 |
|
| Trustco Bk Corp Ny | | Common stock | | 7,829 |
|
| Ttm Technologies Inc | | Common stock | | 12,129 |
|
| Two Harbors Investment-Wi | | Common stock | | 5,512 |
|
| Umpqua Holdings Corp | | Common stock | | 9,506 |
|
| United Financial Bancorp Inc | | Common stock | | 7,391 |
|
| United Natural Foods Inc. | | Common stock | | 11,628 |
|
| United Rentals Inc | | Common stock | | 11,174 |
|
| Urban Outfitters Inc | | Common stock | | 6,521 |
|
| Valley National Bancorp | | Common stock | | 9,997 |
|
| Vera Bradley Inc. | | Common stock | | 6,784 |
|
| Vishay Intertechnology | | Common stock | | 13,218 |
|
| Voya Financial Inc | | Common stock | | 6,431 |
|
| Wabash National Corp | | Common stock | | 9,548 |
|
| Walker & Dunlop Inc | | Common stock | | 11,448 |
|
| Washington Federal Inc | | Common stock | | 12,638 |
|
| Web.Com Group Inc. | | Common stock | | 5,973 |
|
| Wellcare Health Plans Inc | | Common stock | | 9,251 |
|
| Western Union Company | | Common stock | | 64,064 |
|
| Westmoreland Coal Bankruptcy | | Common stock | | 557 |
|
| Wintrust Corp | | Common stock | | 13,921 |
|
| World Acceptance Corp | | Common stock | | 10,090 |
|
| Zimmer Biomet Holdings Inc | | Common stock | | 92,313 |
|
| Zions Bancorporation | | Common stock | | 6,405 |
|
| | | | | 3,949,098 |
|
| | | | | |
| Civeo Corp | | Foreign stock | | 12,927 |
|
| Assured Guaranty Ltd | | Foreign stock | | 22,998 |
|
| Axalta Coating Systems Ltd | | Foreign stock | | 106,788 |
|
| Enstar Group Ltd | | Foreign stock | | 59,422 |
|
| Noble Corp Plc | | Foreign stock | | 9,650 |
|
| Sensata Technologies Holding | | Foreign stock | | 97,109 |
|
| Popular Inc | | Foreign stock | | 6,424 |
|
| Essent Group Ltd | | Foreign stock | | 8,163 |
|
| Horizon Pharma Plc | | Foreign stock | | 5,942 |
|
| Michael Kors Holdings Ltd | | Foreign stock | | 8,184 |
|
| Rowan Companies Plc | | Foreign stock | | 10,445 |
|
| Ship Finance Intl Ltd | | Foreign stock | | 8,417 |
|
| Textainer Group Holdings Ltd | | Foreign stock | | 8,020 |
|
|
| | | | | | | |
BB&T Corporation 401(k) Savings Plan |
Schedule H, line 4(i)-Schedule of Assets (Held At End of Year) |
December 31, 2017 |
| | | | | |
(a) | ( b ) | | ( c ) | | ( e ) |
| Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Contract, Collateral, Par or Maturity Value | | Current Value |
| Copa Holdings Sa | | Foreign stock | | 8,714 |
|
| Tronox Ltd-Cl A | | Foreign stock | | 13,003 |
|
| Costamare Inc | | Foreign stock | | 6,624 |
|
| | | | | 392,830 |
|
| | | | | |
| | | | | $ | 4,630,065,621 |
|
* Party in interest
Cost is omitted because plan investments are participant-directed.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the BB&T Corporation Employee Benefit Plans Committee has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
|
| | | | |
| | | BB&T Corporation 401(k) Savings Plan |
| | | | |
Date: | June 26, 2018 | | By: | /s/ Steven L. Reeder |
| | | | Steven L. Reeder Executive Vice President & Benefits Manager |
Exhibit Index
|
| | | | |
Exhibit No. | | Description | | Location |
23 | | Consent of Independent Registered Public Accounting Firm | | |