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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 10-Q
_____________________________


Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended: June 30, 20182019
Commission File Number: 1-10853
_____________________________
BB&T CORPORATION
(Exact name of registrant as specified in its charter)
_____________________________
North Carolina56-0939887
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
200 West Second Street
Winston-Salem,North Carolina27101
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code:(336)733-2000
(336) 733-2000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $5 par valueBBTNew York Stock Exchange
Depositary Shares of Series D Non-Cumulative Perpetual Preferred Stock (1)BBT PrDNew York Stock Exchange
Depositary Shares of Series E Non-Cumulative Perpetual Preferred Stock (1)BBT PrENew York Stock Exchange
Depositary Shares of Series F Non-Cumulative Perpetual Preferred Stock (1)BBT PrFNew York Stock Exchange
Depositary Shares of Series G Non-Cumulative Perpetual Preferred Stock (1)BBT PrGNew York Stock Exchange
Depositary Shares of Series H Non-Cumulative Perpetual Preferred Stock (1)BBT PrHNew York Stock Exchange
(1) Each depositary share represents a 1/1,000th interest in a share of the respective series of preferred stock
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý   No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý   No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerý Accelerated filer¨
Non-accelerated filer¨(Do not check if a smaller reporting company)Smaller reporting company¨
   Emerging growth company¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨   No  ý
At June 30, 2018, 774,446,8772019, 766,010,180 shares of the registrant's common stock, $5 par value, were outstanding.
     





10-Q
TABLE OF CONTENTS
BB&T CORPORATION
FORM 10-Q
June 30, 2018
2019
  Page No.
PART I - Financial Information
 Glossary of Defined Terms
Forward-Looking Statements
Item 1.Financial Statements 
 Consolidated Balance Sheets (Unaudited)
 Consolidated Statements of Income (Unaudited)
 Consolidated Statements of Comprehensive Income (Unaudited)
 Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
 Consolidated Statements of Cash Flows (Unaudited)
 Notes to Consolidated Financial Statements (Unaudited) 
 Note 1. Basis of Presentation
 Note 2. SecuritiesBusiness Combinations
 Note 3. Loans and ACLSecurities
 Note 4. GoodwillLoans and Other Intangible AssetsACL
 Note 5. Loan ServicingOther Assets and Liabilities
 Note 6. DepositsGoodwill and Other Intangible Assets
 Note 7. Long-Term Debt
Note 8. Shareholders' EquityLoan Servicing
 Note 9. AOCI
Note 10. Income Taxes8. Deposits
 Note 11. Benefit Plans9. Long-Term Debt
 Note 12. Commitments and Contingencies10. Shareholders' Equity
 Note 13. Fair Value Disclosures11. AOCI
 Note 14. Derivative Financial Instruments12. Income Taxes
Note 13. Benefit Plans
Note 14. Commitments and Contingencies
 Note 15. Computation of EPSFair Value Disclosures
 Note 16. Derivative Financial Instruments
Note 17. Computation of EPS
Note 18. Operating Segments
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.Quantitative and Qualitative Disclosures About Market Risk (see Market Risk Management)
Item 4.Controls and Procedures
PART II - Other Information
Item 1.Legal Proceedings
Item 1A.Risk Factors
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.Defaults Upon Senior Securities - (none) 
Item 4.Mine Safety Disclosures - (not applicable) 
Item 5.Other Information - (none to be reported) 
Item 6.Exhibits







Glossary of Defined Terms
The following terms may be used throughout this Report, including the consolidated financial statements and related notes.
TermDefinition
2017 Repurchase PlanPlan for the repurchase of up to $1.93 billion of BB&T's common stock for the one-year period ended June 30, 2018
2018 Repurchase PlanPlan for the repurchase of up to $1.7 billion of BB&T's common stock for the one-year period ended June 30, 2019
ACLAllowance for credit losses
AFSAvailable-for-sale
Agency MBSMortgage-backed securities issued by a U.S. government agency or GSE
ALLLAllowance for loan and lease losses
AOCIAccumulated other comprehensive income (loss)
Basel IIIGlobal regulatory standards on bank capital adequacy and liquidity published by the BCBS
BB&TBB&T Corporation and subsidiaries
BCBSBasel Committee on Banking Supervision
BHCBank holding company
BHCABank Holding Company Act of 1956, as amended
Branch BankBranch Banking and Trust Company
BSA/AMLBank Secrecy Act/Anti-Money Laundering
BUBusiness Unit
CB-CommercialCommunity Banking Commercial, an operating segment
CB-RetailCommunity Banking Retail and Consumer Finance, an operating segment
CCARComprehensive Capital Analysis and Review
CDCCRCCulture and Conduct Risk Committee
CDCertificate of deposit
CDICore deposit intangible assets
CEOChief Executive Officer
CET1CFOChief Financial Officer
CET1Common equity Tier 1
CFPBConsumer Financial Protection Bureau
CMOCollateralized mortgage obligation
ColonialCollectively, certain assets and liabilities of Colonial Bank acquired by BB&T in 2009
CompanyBB&T Corporation and subsidiaries (interchangeable with "BB&T" above)
CRACommunity Reinvestment Act of 1977
CRECommercial real estate
CRMCCredit Risk Management Committee
CROCCompliance Risk Oversight Committee
DIFDeposit Insurance Fund administered by the FDIC
Dodd-Frank ActDodd-Frank Wall Street Reform and Consumer Protection Act
DOLUnited States Department of Labor
EPSEarnings per common share
EVEEconomic value of equity
Exchange ActSecurities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
FATCAForeign Account Tax Compliance Act
FDICFederal Deposit Insurance Corporation
FHAFederal Housing Administration
FHCFinancial Holding Company
FHLBFederal Home Loan Bank
FHLMCFederal Home Loan Mortgage Corporation
FINRAFinancial Industry Regulatory Authority
FNMAFederal National Mortgage Association
FRBBoard of Governors of the Federal Reserve System
FS&CFFinancial Services and Commercial Finance, an operating segment
FTEFull-time equivalent employee
FTPFunds transfer pricing
GAAPAccounting principles generally accepted in the United States of America
GNMAGovernment National Mortgage Association
GrandbridgeGrandbridge Real Estate Capital, LLC


TermDefinition
GSEU.S. government-sponsored enterprise
HFIHeld for investment
HMDAHome Mortgage Disclosure Act
HTMHeld-to-maturity
IDIInsured depository institution
IH&PFInsurance Holdings, and Premium Finance, an operating segment
IPVIndependent price verification
IRCInternal Revenue Code
IRSInternal Revenue Service
ISDAInternational Swaps and Derivatives Association, Inc.
LCRLiquidity Coverage Ratio
LHFSLoans held for sale
LIBORLondon Interbank Offered Rate
MBSMortgage-backed securities
MRLCCMarket Risk, Liquidity and Capital Committee
MSRMRMModel Risk Management
MSRMortgage servicing right


TermDefinition
MSRBMunicipal Securities Rulemaking Board
N/ANot applicable
National PennNational Penn Bancshares, Inc., acquired by BB&T effective April 1, 2016
NCCOBNorth Carolina Office of the Commissioner of Banks
NIMNet interest margin, computed on a TE basis
NMNot meaningful
NPANonperforming asset
NPLNonperforming loan
NSFRNet stable funding ratio
NYSENYSE Euronext, Inc.
OASOption adjusted spread
OCIOther comprehensive income (loss)
OREOOPEBOther post-employment benefit
OREOOther real estate owned
ORMCOperational Risk Management Committee
OT&COther, Treasury and Corporate
OTTIOther-than-temporary impairment
Parent CompanyBB&T Corporation, the parent company of Branch Bank and other subsidiaries
Patriot ActUniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
PCIPurchased credit impaired loans as well as assets of Colonial Bank acquired from
Peer GroupFinancial holding companies included in the FDIC during 2009, which were formerly covered under loss sharing agreementsindustry peer group index
PSUPerformance share units
Re-REMICsRe-securitizations of Real Estate Mortgage Investment Conduits
RMCRegions InsuranceRisk Management CommitteeRegions Insurance Group, acquired by BB&T effective July 2, 2018
RMOROU AssetsRisk Management OrganizationRight-of-use assets
RSURestricted stock unit
RUFCReserve for unfunded lending commitments
SBICSmall Business Investment Company
SECSecurities and Exchange Commission
Short-Term BorrowingsFederal funds purchased, securities sold under repurchase agreements and other short-term borrowed funds with original maturities of less than one year
SimulationInterest sensitivity simulation analysis
Swett & CrawfordSunTrustCGSC North America Holdings Corporation, acquired by BB&T effective April 1, 2016SunTrust Banks, Inc.
TBATo be announced
TDRTroubled debt restructuring
TETaxable-equivalent
U.S.TruistTruist Financial Corporation
U.S.United States of America
U.S. TreasuryUnited States Department of the Treasury
UPBUnpaid principal balance
VaRValue-at-risk
VIEVariable interest entity



Forward-Looking Statements
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the financial condition, results of operations, business plans and the future performance of BB&T that are based on the beliefs and assumptions of the management of BB&T and the information available to management at the time that these disclosures were prepared. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "may," "will," "should," "could," and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. Such factors include, but are not limited to, the following:
l
risks, uncertainties and other factors relating to the merger of SunTrust with and into BB&T, including the ability to obtain regulatory approvals and meet other closing conditions to the merger, and delay in closing the merger;
l
general economic or business conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, slower deposit and/or asset growth, and a deterioration in credit quality and/or a reduced demand for credit, insurance or other services;
l
disruptions to the national or global financial markets, including the impact of a downgrade of U.S. government obligations by one of the credit ratings agencies, the economic instability and recessionary conditions in Europe;
l
changes in the interest rate environment, including interest rate changes made by the Federal Reserve, the discontinuation of LIBOR as an interest rate benchmark, as well as cash flow reassessments may reduce net interest margin and/or the volumes and values of loans and deposits as well as the value of other financial assets and liabilities;
l
competitive pressures among depository and other financial institutions may increase significantly;
l
legislative, regulatory or accounting changes may adversely affect the businesses in which BB&T is engaged;
l
local, state or federal taxing authorities may take tax positions that are adverse to BB&T;
l
a reduction may occur in BB&T's credit ratings;
l
adverse changes may occur in the securities markets;
l
competitors of BB&T may have greater financial resources or develop products that enable them to compete more successfully than BB&T and may be subject to different regulatory standards than BB&T;
l
cyber security risks could adversely affect BB&T's business and financial performance or reputation, and BB&T could be liable for financial losses incurred by third parties due to breaches of data shared between financial institutions;
l
higher-than-expected costs related to information technology infrastructure or a failure to successfully implement future system enhancements could adversely impact BB&T's financial condition and results of operations and could result in significant additional costs to BB&T;
l
natural or other disasters, including acts of terrorism, could have an adverse effect on BB&T, materially disrupting BB&T's operations or the ability or willingness of customers to access BB&T's products and services;
l
costs related to the integration of the businesses of BB&T and its merger partners may be greater than expected;
l
failure to execute on strategic or operational plans, including the ability to successfully complete and/or integrate mergers and acquisitions or fully achieve expected cost savings or revenue growth associated with mergers and acquisitions within the expected time frames could adversely impact financial condition and results of operations;
l
significant litigation and regulatory proceedings could have a material adverse effect on BB&T;
l
unfavorable resolution of legal proceedings or other claims and regulatory and other governmental investigations or other inquiries could result in negative publicity, protests, fines, penalties, restrictions on BB&T's operations or ability to expand its business and other negative consequences, all of which could cause reputational damage and adversely impact BB&T's financial conditions and results of operations;
l
risks resulting from the extensive use of models;
l
risk management measures may not be fully effective;
l
fraud or misconduct by internal or external parties, which BB&T may not be able prevent, detect or mitigate;
l
deposit attrition, customer loss and/or revenue loss following completed mergers/acquisitions may exceed expectations; and
l
widespread system outages, caused by the failure of critical internal systems or critical services provided by third parties, could adversely impact BB&T's financial condition and results of operations.

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



ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS
BB&T CORPORATION AND SUBSIDIARIES
Unaudited
(Dollars in millions, except per share data, shares in thousands)
June 30, 2018 December 31, 2017June 30, 2019 December 31, 2018
Assets      
Cash and due from banks$2,046
 $2,243
$1,831
 $2,753
Interest-bearing deposits with banks662
 343
707
 984
Cash equivalents213
 127
148
 143
Restricted cash132
 370
15
 107
AFS securities at fair value23,919
 24,547
25,802
 25,038
HTM securities (fair value of $21,080 and $22,837 at June 30, 2018 and December 31, 2017, respectively)21,749
 23,027
HTM securities (fair value of $19,565 and $20,047 at June 30, 2019 and December 31, 2018, respectively)19,487
 20,552
LHFS at fair value1,615
 1,099
1,237
 988
Loans and leases146,183
 143,701
152,586
 149,013
ALLL(1,530) (1,490)(1,595) (1,558)
Loans and leases, net of ALLL144,653
 142,211
150,991
 147,455
Premises and equipment2,154
 2,055
2,029
 2,118
Goodwill9,617
 9,618
9,830
 9,818
CDI and other intangible assets647
 711
712
 758
MSRs at fair value1,143
 1,056
970
 1,108
Other assets14,131
 14,235
17,113
 13,875
Total assets$222,681
 $221,642
$230,872
 $225,697
Liabilities      
Deposits$159,475
 $157,371
$159,521
 $161,199
Short-term borrowings3,576
 4,938
10,344
 5,178
Long-term debt24,081
 23,648
22,640
 23,709
Accounts payable and other liabilities5,717
 5,990
6,603
 5,433
Total liabilities192,849
 191,947
199,108
 195,519
Commitments and contingencies (Note 12)
 
Commitments and contingencies (Note 14)

 

Shareholders' Equity      
Preferred stock, $5 par, liquidation preference of $25,000 per share3,053
 3,053
3,053
 3,053
Common stock, $5 par3,872
 3,910
3,830
 3,817
Additional paid-in capital7,364
 7,893
6,889
 6,849
Retained earnings17,197
 16,259
19,050
 18,118
AOCI, net of deferred income taxes(1,706) (1,467)(1,119) (1,715)
Noncontrolling interests52
 47
61
 56
Total shareholders' equity29,832
 29,695
31,764
 30,178
Total liabilities and shareholders' equity$222,681
 $221,642
$230,872
 $225,697
   
Common shares outstanding774,447
 782,006
766,010
 763,326
Common shares authorized2,000,000
 2,000,000
2,000,000
 2,000,000
Preferred shares outstanding126
 126
126
 126
Preferred shares authorized5,000
 5,000
5,000
 5,000

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


CONSOLIDATED STATEMENTS OF INCOME
BB&T CORPORATION AND SUBSIDIARIES
  Three Months Ended Six Months Ended
Unaudited June 30, June 30,
(Dollars in millions, except per share data, shares in thousands) 2018 2017 2018 2017
Interest Income        
Interest and fees on loans and leases $1,687
 $1,540
 $3,292
 $3,041
Interest and dividends on securities 294
 272
 585
 530
Interest on other earning assets 13
 12
 38
 28
Total interest income 1,994
 1,824
 3,915
 3,599
Interest Expense        
Interest on deposits 148
 80
 266
 149
Interest on short-term borrowings 23
 5
 43
 7
Interest on long-term debt 166
 104
 316
 199
Total interest expense 337
 189
 625
 355
Net Interest Income 1,657
 1,635
 3,290
 3,244
Provision for credit losses 135
 135
 285
 283
Net Interest Income After Provision for Credit Losses 1,522
 1,500
 3,005
 2,961
Noninterest Income        
Insurance income 481
 481
 917
 939
Service charges on deposits 179
 176
 344
 344
Mortgage banking income 94
 94
 193
 197
Investment banking and brokerage fees and commissions 109
 105
 222
 196
Trust and investment advisory revenues 72
 70
 144
 138
Bankcard fees and merchant discounts 72
 75
 141
 134
Checkcard fees 57
 54
 109
 105
Operating lease income 36
 37
 73
 73
Income from bank-owned life insurance 30
 32
 61
 61
Other income 91
 96
 197
 204
Securities gains (losses), net        
Gross realized gains 1
 
 1
 
Gross realized losses 
 
 
 
OTTI charges 
 
 
 
Non-credit portion recognized in OCI 
 
 
 
Total securities gains (losses), net 1
 
 1
 
Total noninterest income 1,222
 1,220
 2,402
 2,391
Noninterest Expense        
Personnel expense 1,074
 1,068
 2,113
 2,103
Occupancy and equipment expense 187
 198
 381
 391
Software expense 67
 57
 132
 115
Outside IT services 32
 39
 64
 88
Regulatory charges 39
 36
 79
 75
Amortization of intangibles 31
 36
 64
 74
Loan-related expense 26
 36
 55
 66
Professional services 32
 38
 62
 60
Merger-related and restructuring charges, net 24
 10
 52
 46
Loss (gain) on early extinguishment of debt 
 
 
 392
Other expense 208
 224
 404
 434
Total noninterest expense 1,720
 1,742
 3,406
 3,844
Earnings        
Income before income taxes 1,024
 978
 2,001
 1,508
Provision for income taxes 202
 304
 388
 408
Net income 822
 674
 1,613
 1,100
Noncontrolling interests 3
 (1) 6
 4
Dividends on preferred stock 44
 44
 87
 87
Net income available to common shareholders $775
 $631
 $1,520
 $1,009
Basic EPS $1.00
 $0.78
 $1.95
 $1.25
Diluted EPS $0.99
 $0.77
 $1.93
 $1.23
Cash dividends declared per share $0.375
 $0.300
 $0.750
 $0.600
Basic weighted average shares outstanding 775,836
 808,980
 777,716
 809,439
Diluted weighted average shares outstanding 785,750
 819,389
 788,362
 821,072

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


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
BB&T CORPORATION AND SUBSIDIARIES
  Three Months Ended Six Months Ended
Unaudited June 30, June 30,
(Dollars in millions) 2018 2017 2018 2017
Net income $822
 $674
 $1,613
 $1,100
OCI, net of tax:  
  
  
  
Change in unrecognized net pension and postretirement costs 13
 12
 27
 21
Change in unrealized net gains (losses) on cash flow hedges 26
 (34) 104
 (36)
Change in unrealized net gains (losses) on AFS securities (99) 74
 (367) 72
Other, net (1) 
 (3) 2
Total OCI (61) 52
 (239) 59
Total comprehensive income $761
 $726
 $1,374
 $1,159
         
Income Tax Effect of Items Included in OCI:        
Change in unrecognized net pension and postretirement costs $5
 $7
 $9
 $14
Change in unrealized net gains (losses) on cash flow hedges 8
 (20) 34
 (21)
Change in unrealized net gains (losses) on AFS securities (31) 43
 (115) 42
Other, net 
 
 1
 


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





CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITYINCOME
BB&T CORPORATION AND SUBSIDIARIES
Unaudited
(Dollars in millions, shares in thousands)
Shares of
Common
Stock
 
Preferred
Stock
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 AOCI 
Noncontrolling
Interests
 Total
Shareholders'
Equity
Balance, January 1, 2017809,475
 $3,053
 $4,047
 $9,104
 $14,809
 $(1,132) $45
 $29,926
Add (Deduct):               
Net income
 
 
 
 1,096
 
 4
 1,100
OCI
 
 
 
 
 59
 
 59
Stock transactions:   
  
          
Issued in connection with equity awards, net6,644
 
 33
 55
 
 
 
 88
Repurchase of common stock(8,026) 
 (40) (280) 
 
 
 (320)
Cash dividends declared on common stock
 
 
 
 (485) 
 
 (485)
Cash dividends declared on preferred stock
 
 
 
 (87) 
 
 (87)
Equity-based compensation expense
 
 
 74
 
 
 
 74
Other, net
 
 
 13
 (12) 
 (7) (6)
Balance, June 30, 2017808,093
 $3,053
 $4,040
 $8,966
 $15,321
 $(1,073) $42
 $30,349
                
Balance, January 1, 2018782,006
 $3,053
 $3,910
 $7,893
 $16,259
 $(1,467) $47
 $29,695
Add (Deduct):               
Net income
 
 
 
 1,607
 
 6
 1,613
OCI
 
 
 
 
 (239) 
 (239)
Stock transactions:               
Issued in connection with equity awards, net4,055
 
 20
 (22) 
 
 
 (2)
Repurchase of common stock(11,614) 
 (58) (572) 
 
 
 (630)
Cash dividends declared on common stock
 
 
 
 (582) 
 
 (582)
Cash dividends declared on preferred stock
 
 
 
 (87) 
 
 (87)
Equity-based compensation expense
 
 
 76
 
 
 
 76
Other, net
 
 
 (11) 
 
 (1) (12)
Balance, June 30, 2018774,447
 $3,053
 $3,872
 $7,364
 $17,197
 $(1,706) $52
 $29,832
Unaudited
(Dollars in millions, except per share data, shares in thousands)
Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 2018
Interest Income       
Interest and fees on loans and leases$1,886
 $1,687
 $3,725
 $3,292
Interest and dividends on securities300
 294
 602
 585
Interest on other earning assets20
 13
 52
 38
Total interest income2,206
 1,994
 4,379
 3,915
Interest Expense       
Interest on deposits273
 148
 526
 266
Interest on short-term borrowings50
 23
 82
 43
Interest on long-term debt193
 166
 385
 316
Total interest expense516
 337
 993
 625
Net Interest Income1,690
 1,657
 3,386
 3,290
Provision for credit losses172
 135
 327
 285
Net Interest Income After Provision for Credit Losses1,518
 1,522
 3,059
 3,005
Noninterest Income       
Insurance income566
 481
 1,076
 917
Service charges on deposits181
 179
 352
 344
Investment banking and brokerage fees and commissions131
 109
 242
 222
Mortgage banking income113
 94
 176
 193
Trust and investment advisory revenues70
 72
 138
 144
Bankcard fees and merchant discounts77
 72
 147
 141
Checkcard fees59
 57
 114
 109
Operating lease income35
 36
 70
 73
Income from bank-owned life insurance34
 30
 62
 61
Other income86
 91
 177
 197
Securities gains (losses), net       
Gross realized gains20
 1
 42
 1
Gross realized losses(20) 
 (42) 
Total securities gains (losses), net
 1
 
 1
Total noninterest income1,352
 1,222
 2,554
 2,402
Noninterest Expense       
Personnel expense1,120
 1,074
 2,207
 2,113
Occupancy and equipment expense184
 187
 371
 381
Software expense71
 67
 143
 132
Outside IT services29
 32
 59
 64
Regulatory charges19
 39
 37
 79
Amortization of intangibles32
 31
 64
 64
Loan-related expense30
 26
 55
 55
Professional services31
 32
 62
 62
Merger-related and restructuring charges, net23
 24
 103
 52
Other expense212
 208
 418
 404
Total noninterest expense1,751
 1,720
 3,519
 3,406
Earnings       
Income before income taxes1,119
 1,024
 2,094
 2,001
Provision for income taxes234
 202
 411
 388
Net income885
 822
 1,683
 1,613
Noncontrolling interests(1) 3
 5
 6
Dividends on preferred stock44
 44
 87
 87
Net income available to common shareholders$842
 $775
 $1,591
 $1,520
Basic EPS$1.10
 $1.00
 $2.08
 $1.95
Diluted EPS1.09
 0.99
 $2.06
 $1.93
Basic weighted average shares outstanding765,958
 775,836
 765,052
 777,716
Diluted weighted average shares outstanding774,603
 785,750
 774,329
 788,362


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




CONSOLIDATED STATEMENTS OF CASH FLOWSCOMPREHENSIVE INCOME
BB&T CORPORATION AND SUBSIDIARIES
Unaudited Six Months Ended June 30,
(Dollars in millions) 2018 2017
Cash Flows From Operating Activities:    
Net income $1,613
 $1,100
Adjustments to reconcile net income to net cash from operating activities:  
  
Provision for credit losses 285
 283
Depreciation 210
 200
Loss (gain) on early extinguishment of debt 
 392
Amortization of intangibles 64
 74
Equity-based compensation expense 76
 74
(Gain) loss on securities, net (1) 
Net change in operating assets and liabilities:  
  
LHFS (516) 394
Trading and equity securities (187) (655)
Other assets, accounts payable and other liabilities 59
 (377)
Other, net (176) 3
Net cash from operating activities 1,427
 1,488
Cash Flows From Investing Activities:  
  
Proceeds from sales of AFS securities 160
 224
Proceeds from maturities, calls and paydowns of AFS securities 1,990
 2,531
Purchases of AFS securities (1,989) (2,599)
Proceeds from maturities, calls and paydowns of HTM securities 1,259
 1,138
Purchases of HTM securities (39) (2,859)
Originations and purchases of loans and leases, net of principal collected (2,957) (1,049)
Other, net 13
 (12)
Net cash from investing activities (1,563) (2,626)
Cash Flows From Financing Activities:  
  
Net change in deposits 2,113
 (3,256)
Net change in short-term borrowings (1,362) 4,736
Proceeds from issuance of long-term debt 1,755
 4,650
Repayment of long-term debt (1,044) (5,271)
Repurchase of common stock (630) (320)
Cash dividends paid on common stock (582) (485)
Cash dividends paid on preferred stock (87) (87)
Other, net (57) 175
Net cash from financing activities 106
 142
Net Change in Cash, Cash Equivalents and Restricted Cash (30) (996)
Cash, Cash Equivalents and Restricted Cash, January 1 3,083
 4,424
Cash, Cash Equivalents and Restricted Cash, June 30 $3,053
 $3,428
     
Supplemental Disclosure of Cash Flow Information:    
Net cash paid (received) during the period for:    
Interest expense $619
 $347
Income taxes (60) 187
Noncash investing activities:  
  
Transfers of loans to foreclosed assets 125
 267
Unaudited
(Dollars in millions)
Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 2018
Net income$885
 $822
 $1,683
 $1,613
OCI, net of tax: 
  
  
  
Change in unrecognized net pension and postretirement costs19
 13
 36
 27
Change in unrealized net gains (losses) on cash flow hedges(59) 26
 (93) 104
Change in unrealized net gains (losses) on AFS securities342
 (99) 651
 (367)
Other, net
 (1) 2
 (3)
Total OCI302
 (61) 596
 (239)
Total comprehensive income$1,187
 $761
 $2,279
 $1,374
Income Tax Effect of Items Included in OCI:       
Change in unrecognized net pension and postretirement costs$5
 $5
 $11
 $9
Change in unrealized net gains (losses) on cash flow hedges(18) 8
 (29) 34
Change in unrealized net gains (losses) on AFS securities105
 (31) 200
 (115)
Other, net1
 
 1
 1


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





CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
BB&T CORPORATION AND SUBSIDIARIES
Unaudited
(Dollars in millions, shares in thousands)
Shares of Common Stock Preferred Stock Common Stock Additional Paid-In Capital Retained Earnings AOCI Noncontrolling Interests Total Shareholders' Equity
Balance, April 1, 2018779,752
 $3,053
 $3,899
 $7,593
 $16,712
 $(1,645) $50
 $29,662
Net income
 
 
 
 819
 
 3
 822
OCI
 
 
 
 
 (61) 
 (61)
Issued in connection with equity awards, net456
 
 2
 9
 
 
 
 11
Repurchase of common stock(5,761) 
 (29) (281) 
 
 
 (310)
Cash dividends declared on common stock
 
 
 
 (290) 
 
 (290)
Cash dividends declared on preferred stock
 
 
 
 (44) 
 
 (44)
Equity-based compensation expense
 
 
 45
 
 
 
 45
Other, net
 
 
 (2) 
 
 (1) (3)
Balance, June 30, 2018774,447

$3,053

$3,872

$7,364

$17,197

$(1,706)
$52

$29,832
Balance, April 1, 2019765,920
 $3,053
 $3,830
 $6,843
 $18,518
 $(1,421) $60
 $30,883
Net income
 
 
 
 886
 
 (1) 885
OCI
 
 
 
 
 302
 
 302
Issued in connection with equity awards, net90
 
 
 (2) 
 
 
 (2)
Cash dividends declared on common stock
 
 
 
 (310) 
 
 (310)
Cash dividends declared on preferred stock
 
 
 
 (44) 
 
 (44)
Equity-based compensation expense
 
 
 48
 
 
 
 48
Other, net
 
 
 
 
 
 2
 2
Balance, June 30, 2019766,010
 $3,053
 $3,830
 $6,889
 $19,050
 $(1,119) $61
 $31,764
Balance, January 1, 2018782,006
 $3,053
 $3,910
 $7,893
 $16,259
 $(1,467) $47
 $29,695
Net income
 
 
 
 1,607
 
 6
 1,613
OCI
 
 
 
 
 (239) 
 (239)
Issued in connection with equity awards, net4,055
 
 20
 (22) 
 
 
 (2)
Repurchase of common stock(11,614) 
 (58) (572) 
 
 
 (630)
Cash dividends declared on common stock
 
 
 
 (582) 
 
 (582)
Cash dividends declared on preferred stock
 
 
 
 (87) 
 
 (87)
Equity-based compensation expense
 
 
 76
 
 
 
 76
Other, net
 
 
 (11) 
 
 (1) (12)
Balance, June 30, 2018774,447
 $3,053
 $3,872
 $7,364
 $17,197
 $(1,706) $52
 $29,832
Balance, January 1, 2019763,326
 $3,053
 $3,817
 $6,849
 $18,118
 $(1,715) $56
 $30,178
Net income
 
 
 
 1,678
 
 5
 1,683
OCI
 
 
 
 
 596
 
 596
Issued in connection with equity awards, net2,684
 
 13
 (43) 
 
 
 (30)
Cash dividends declared on common stock
 
 
 
 (619) 
 
 (619)
Cash dividends declared on preferred stock
 
 
 
 (87) 
 
 (87)
Equity-based compensation expense
 
 
 80
 
 
 
 80
Other, net
 
 
 3
 (40) 
 
 (37)
Balance, June 30, 2019766,010
 $3,053
 $3,830
 $6,889
 $19,050
 $(1,119) $61
 $31,764

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


CONSOLIDATED STATEMENTS OF CASH FLOWS
BB&T CORPORATION AND SUBSIDIARIES
Unaudited
Six Months Ended June 30,
(Dollars in millions)
2019 2018
Cash Flows From Operating Activities:   
Net income$1,683
 $1,613
Adjustments to reconcile net income to net cash from operating activities: 
  
Provision for credit losses327
 285
Depreciation212
 210
Amortization of intangibles64
 64
Equity-based compensation expense80
 76
(Gain) loss on securities, net
 (1)
Net change in operating assets and liabilities: 
  
LHFS(326) (516)
Trading and equity securities(1,081) (187)
Other assets, accounts payable and other liabilities(1,164) 59
Other, net394
 (176)
Net cash from operating activities189
 1,427
Cash Flows From Investing Activities: 
  
Proceeds from sales of AFS securities4,110
 160
Proceeds from maturities, calls and paydowns of AFS securities1,848
 1,990
Purchases of AFS securities(5,828) (1,989)
Proceeds from maturities, calls and paydowns of HTM securities1,051
 1,259
Purchases of HTM securities
 (39)
Originations and purchases of loans and leases, net of principal collected(3,947) (2,957)
Other, net(41) 13
Net cash from investing activities(2,807) (1,563)
Cash Flows From Financing Activities: 
  
Net change in deposits(1,573) 2,113
Net change in short-term borrowings5,166
 (1,362)
Proceeds from issuance of long-term debt2,033
 1,755
Repayment of long-term debt(3,396) (1,044)
Repurchase of common stock
 (630)
Cash dividends paid on common stock(619) (582)
Cash dividends paid on preferred stock(87) (87)
Other, net(192) (57)
Net cash from financing activities1,332
 106
Net Change in Cash, Cash Equivalents and Restricted Cash(1,286) (30)
Cash, Cash Equivalents and Restricted Cash, January 13,987
 3,083
Cash, Cash Equivalents and Restricted Cash, June 30$2,701
 $3,053
Supplemental Disclosure of Cash Flow Information:   
Net cash paid (received) during the period for:   
Interest expense$993
 $619
Income taxes324
 (60)

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



NOTE 1. Basis of Presentation


General
 
See the Glossary of Defined Terms at the beginning of this Report for terms used herein. These consolidated financial statements and notes are presented in accordance with the instructions for Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with GAAP. In the opinion of management, all normal recurring adjustments necessary for a fair statement of the consolidated financial position and consolidated results of operations have been made. The year-end consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The information contained in the financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 20172018 should be referred to in connection with these unaudited interim consolidated financial statements.
 
Reclassifications


The Consolidated Statements of Cash Flows has been reclassified to include restricted cash in cash and cash equivalents. Certain other amounts reported in prior periods' consolidated financial statements have been reclassified to conform to the current presentation.
 
Use of Estimates in the Preparation of Financial Statements
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change include the determination of the ACL, determination of fair value for financial instruments, valuation of MSRs, goodwill, intangible assets and other purchase accounting related adjustments, benefit plan obligations and expenses, and tax assets, liabilities and expense.


Derivative Financial InstrumentsLeases - Lessee


BB&T historically assessed the effectiveness of its accounting hedges using the long-haul method. In conjunction with the adoption of new hedge accounting guidance in the first quarter of 2018, the shortcut method was added to the methodshas operating and finance leases for data centers, corporate offices, branches, retail centers, and certain equipment. BB&T uses to assess effectiveness. The selection of methods depends on the facts and circumstances specific to each hedge. The shortcut methoddetermines if an arrangement is applied to hedges that achieve perfect offset. For hedges that are not eligible for the shortcut method, an initial quantitative analysis is performed to demonstrate that the hedges are expected to be highly effective in off-setting corresponding changes in either the fair value or cash flows of the hedged item. At least quarterly thereafter, qualitative analyses are performed to ensure that each hedge remains highly effective. When applicable, quantitative analyses, referred to as a long-haul methodology, are performed and include techniques such as regression analysis and hypothetical derivatives.

Revenue Recognition

In addition to lending and related activities, BB&T offers various services to customers that generate revenue. Contract performance typically occurs in one year or less. Incremental costs of obtaining a contract are expensed when incurred when the amortization period is one year or less. As of June 30, 2018, remaining performance obligations consisted primarily of insurance and investment banking services for contractslease at inception. Operating leases with an original expected lengthlease term in excess of one year or less.are included in other assets and accounts payable and other liabilities in the Consolidated Balance Sheets. Finance leases are included in premises and equipment and long-term debt in the Consolidated Balance Sheets. 


Insurance income

Insurance commissionsROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating and finance lease assets and liabilities are receivedrecognized at the commencement date based on the salepresent value of insurance products,lease payments over the lease term. BB&T uses an implicit interest rate in determining the present value of lease payments when readily determinable, and revenuea collateralized incremental borrowing rate when an implicit rate is recognized uponnot available. Lease terms consider options to extend or terminate based on the placement datedetermination of whether such renewal or termination options are deemed reasonably certain. Rent expense and rental income on operating leases is generally recorded using the straight-line method over the appropriate lease terms.

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

Leases - Lessor

BB&T's commercial lease portfolio consists of dealer-based financing of equipment for small businesses and commercial equipment leasing. The fair market value of the insurance policies. Paymentleased asset is normally received withingenerally equal to the policy period. In addition to placement, BB&T also provides insurance policy related risk management services. Revenue is recognized as these servicesoriginal capitalized cost. Assets under operating leases are provided. Performance-based commissions are recognized when received or earlier when, upon consideration of past results and current conditions, the revenue is deemed not probable of reversal.

Transaction and service based revenues

Transaction and service based revenues include service charges on deposits, investment banking and brokerage fees and commissions, trust and investment advisory revenues, bankcard fees and merchant discounts, and checkcard fees. Revenue is recognized when the transactions occur or as services are performed over primarily monthly or quarterly periods. Payment is typically receivedincluded in other assets in the periodConsolidated Balance Sheets. Depreciation expense for assets under operating leases is generally recorded using the transactions occur or,straight-line method over the appropriate lease terms in some cases, within 90 daysother expense in the Consolidated Statements of the service period. Fees may be fixed or, where applicable, based on a percentage of transaction size or managed assets.Income.






Changes in Accounting Principles and Effects of New Accounting Pronouncements
Standard/
Adoption Date
DescriptionEffects on the Financial Statements
Standards Adopted During the Current Period
Revenue from Contracts with Customers
Jan 1, 2018
Requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.BB&T adopted this guidance using the modified retrospective approach for in-scope contracts at the date of adoption. The impact was not material.
Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
Jan 1, 2018
Requires that the service cost component of net benefit costs of pension and postretirement benefit plans be reported in the same line item as other compensation costs in the Consolidated Statements of Income. The other components of net benefit cost are required to be presented in a separate line item.

The service cost component is included in personnel expense and the other components of net benefit costs are included in other expense in the Consolidated Statements of Income. The prior period was reclassified to conform to the current presentation. See Note 11. Benefit Plans.
Derivatives and Hedging
Jan 1, 2018
Expands the risk management activities that qualify for hedge accounting, and simplifies certain hedge documentation and assessment requirements. Eliminates the concept of separately recording hedge ineffectiveness, and expands disclosure requirements.BB&T early adopted this guidance using the modified retrospective approach. The impact was not material. New required disclosures have been included in Note 14. Derivative Financial Instruments.
Standards Not Yet AdoptedYear
Leases
Jan 1, 2019
Requires lessees to recognize assets and liabilities related to certain operating leases on the balance sheet, requires additional disclosures by lessees, and contains targeted changes to accounting by lessors.Implementation efforts are ongoing, including implementationBB&T established ROU assets of $860 million and testinglease liabilities of software solutions. BB&T expects assets and liabilities will likely be significantly higher, with$997 million. The net impact to equity was a reduction of $40 million. There was no material impact to its Consolidated Statements of Income. BB&T expects to adoptadopted the guidance on a prospective basis.basis and did not reassess whether any expired or existing contract contains a lease, the classification of leases or the initial direct costs.
Standards Not Yet Adopted
Credit Losses
Jan 1, 2020
Replaces the incurred loss impairment methodology with an expected credit loss methodology and requires consideration of a broader range of information to determine credit loss estimates. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit deteriorated loans will receive an allowance for expected credit losses. Any credit impairment on AFS debt securities for which the fair value is less than cost will be recorded through an allowance for expected credit losses. The standard also requires expanded disclosures related to credit losses and asset quality.BB&T expects that the ACL could be materially higher; however, the magnitude of the increase, which is highly dependent on existing and its impact has not yet been quantified and depends onforecasted economic conditions at the time of adoption. Implementation effortsadoption, has not yet been quantified. BB&T performed limited parallel testing in the second quarter of 2019, and is currently conducting a more comprehensive parallel testing program that will include the development and testing of core models, evaluation of data requirements, guidance interpretation, and consideration of relevant internal processes and controls.qualitative adjustments that among other things will include adjustments designed to capture an estimate for the inherent uncertainty related to forecasts of future economic conditions. In light of the anticipated merger with SunTrust, BB&T is also evaluating the impact of the merger on its CECL implementation project to ensure that its consolidated CECL estimate gives appropriate consideration to the acquired SunTrust loan portfolio.





NOTE 2. SecuritiesBusiness Combinations

In conjunctionOn February 7, 2019, BB&T and SunTrust announced that both companies' Boards of Directors unanimously approved an agreement to combine in an all-stock merger-of-equals. Upon closing, each SunTrust share will be exchanged for 1.295 shares of BB&T stock. On July 10, 2019, BB&T received regulatory approval from the NCCOB for the pending merger-of-equals with the adoption of new accounting standards, an immaterial amount of HTM securities was transferredSunTrust. The merger is expected to AFS securities and an immaterial amount of equity securities was transferred from AFS securities to other assetsclose late in the firstthird or fourth quarter of 2018.2019, subject to satisfaction of closing conditions, including receipt of remaining regulatory approvals. The merger is subject to a break-up fee of approximately $1.1 billion, payable in customary circumstances. On July 30, 2019, BB&T and SunTrust shareholders approved the merger. In addition, BB&T's shareholders approved Truist Financial Corporation to be the name of the new combined company.




NOTE 3. Securities

The following tables present the amortized cost, gross unrealized gains and losses, and fair values ofsummarize AFS and HTM securities:
June 30, 2019
(Dollars in millions)
 Amortized Cost Gross Unrealized Fair Value
  Gains Losses 
AFS securities:        
U.S. Treasury $1,120
 $1
 $9
 $1,112
GSE 246
 3
 2
 247
Agency MBS 23,428
 184
 171
 23,441
States and political subdivisions 568
 31
 12
 587
Non-agency MBS 207
 175
 
 382
Other 33
 
 
 33
Total AFS securities $25,602
 $394
 $194
 $25,802
HTM securities:        
U.S. Treasury $1,099
 $6
 $
 $1,105
GSE 2,199
 27
 
 2,226
Agency MBS 16,186
 101
 56
 16,231
States and political subdivisions 3
 
 
 3
Other 
 
 
 
Total HTM securities $19,487
 $134
 $56
 $19,565
         
December 31, 2018
(Dollars in millions)
 Amortized Cost Gross Unrealized Fair Value
  Gains Losses 
AFS securities:        
U.S. Treasury $3,503
 $22
 $84
 $3,441
GSE 209
 
 9
 200
Agency MBS 20,927
 15
 787
 20,155
States and political subdivisions 694
 25
 18
 701
Non-agency MBS 321
 184
 
 505
Other 35
 1
 
 36
Total AFS securities $25,689
 $247
 $898
 $25,038
HTM securities:        
U.S. Treasury $1,099
 $
 $6
 $1,093
GSE 2,199
 4
 43
 2,160
Agency MBS 17,248
 27
 487
 16,788
States and political subdivisions 5
 
 
 5
Other 1
 
 
 1
Total HTM securities $20,552
 $31
 $536
 $20,047

June 30, 2018 Amortized Cost Gross Unrealized Fair Value
(Dollars in millions)  Gains Losses 
AFS securities:        
U.S. Treasury $2,437
 $
 $114
 $2,323
GSE 186
 
 11
 175
Agency MBS 20,880
 2
 1,034
 19,848
States and political subdivisions 971
 27
 18
 980
Non-agency MBS 351
 203
 
 554
Other 38
 1
 
 39
Total AFS securities $24,863
 $233
 $1,177
 $23,919
         
HTM securities:        
U.S. Treasury $1,098
 $
 $9
 $1,089
GSE 2,198
 2
 60
 2,140
Agency MBS 18,436
 30
 632
 17,834
States and political subdivisions 16
 
 
 16
Other 1
 
 
 1
Total HTM securities $21,749
 $32
 $701
 $21,080
December 31, 2017 Amortized Cost Gross Unrealized Fair Value
(Dollars in millions)  Gains Losses 
AFS securities:        
U.S. Treasury $2,368
 $
 $77
 $2,291
GSE 187
 
 8
 179
Agency MBS 20,683
 8
 590
 20,101
States and political subdivisions 1,379
 37
 24
 1,392
Non-agency MBS 384
 192
 
 576
Other 8
 
 
 8
Total AFS securities $25,009
 $237
 $699
 $24,547
         
HTM securities:        
U.S. Treasury $1,098
 $8
 $
 $1,106
GSE 2,198
 11
 22
 2,187
Agency MBS 19,660
 33
 222
 19,471
States and political subdivisions 28
 
 
 28
Other 43
 2
 
 45
Total HTM securities $23,027
 $54
 $244
 $22,837

Certain investments in marketable debt securities and MBS issued by FNMA and FHLMC exceeded 10% of shareholders' equity at June 30, 2018.2019. The FNMA investments had total amortized cost and fair value of $14.1 billion and $13.5 billion, respectively.$13.6 billion. The FHLMC investments had total amortized cost and fair value of $10.2 billion and $9.8 billion, respectively.$9.5 billion.
Changes in credit losses on securities with OTTI where a portion of the unrealized loss was recognized in OCI were immaterial for all periods presented.


The amortized cost and estimated fair value of the securities portfolio by contractual maturity are shown in the following table. The expected life of MBS may differ from contractual maturities because borrowers have the right to prepay the underlying mortgage loans with or without prepayment penalties.loans.
  AFS HTM
June 30, 2019
(Dollars in millions)
 Amortized Cost Fair Value Amortized Cost Fair Value
Due in one year or less $346
 $347
 $
 $
Due after one year through five years 1,011
 1,002
 3,300
 3,332
Due after five years through ten years 278
 280
 563
 564
Due after ten years 23,967
 24,173
 15,624
 15,669
Total debt securities $25,602
 $25,802
 $19,487
 $19,565





June 30, 2018 AFS HTM
(Dollars in millions) Amortized Cost Fair Value Amortized Cost Fair Value
Due in one year or less $468
 $466
 $1
 $1
Due after one year through five years 2,093
 1,982
 2,789
 2,739
Due after five years through ten years 584
 573
 940
 909
Due after ten years 21,718
 20,898
 18,019
 17,431
Total debt securities $24,863
 $23,919
 $21,749
 $21,080
The following tables present the fair values and gross unrealized losses of investments based on the length of time that individual securities have been in a continuous unrealized loss position:
  Less than 12 months 12 months or more Total
June 30, 2019
(Dollars in millions)
 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
AFS securities:            
U.S. Treasury $
 $
 $666
 $9
 $666
 $9
GSE 
 
 171
 2
 171
 2
Agency MBS 544
 1
 10,219
 170
 10,763
 171
States and political subdivisions 101
 1
 197
 11
 298
 12
Total $645
 $2
 $11,253
 $192
 $11,898
 $194
HTM securities:  
  
  
  
  
  
Agency MBS 384
 3
 4,461
 53
 4,845
 56
Total $384
 $3
 $4,461
 $53
 $4,845
 $56
             
  Less than 12 months 12 months or more Total
December 31, 2018
(Dollars in millions)
 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
AFS securities:            
U.S. Treasury $111
 $
 $2,121
 $84
 $2,232
 $84
GSE 3
 
 176
 9
 179
 9
Agency MBS 322
 2
 18,478
 785
 18,800
 787
States and political subdivisions 100
 1
 288
 17
 388
 18
Total $536
 $3
 $21,063
 $895
 $21,599
 $898
HTM securities:  
  
  
  
  
  
U.S. Treasury $698
 $3
 $395
 $3
 $1,093
 $6
GSE 
 
 1,749
 43
 1,749
 43
Agency MBS 264
 3
 14,976
 484
 15,240
 487
Total $962
 $6
 $17,120
 $530
 $18,082
 $536

June 30, 2018 Less than 12 months 12 months or more Total
(Dollars in millions) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
AFS securities:            
U.S. Treasury $655
 $10
 $1,643
 $104
 $2,298
 $114
GSE 9
 
 166
 11
 175
 11
Agency MBS 7,148
 245
 12,624
 789
 19,772
 1,034
States and political subdivisions 161
 1
 314
 17
 475
 18
Total $7,973
 $256
 $14,747
 $921
 $22,720
 $1,177
             
HTM securities:  
  
  
  
  
  
U.S. Treasury $1,089
 $9
 $
 $
 $1,089
 $9
GSE 1,446
 46
 286
 14
 1,732
 60
Agency MBS 12,040
 381
 4,251
 251
 16,291
 632
Total $14,575
 $436
 $4,537
 $265
 $19,112
 $701
December 31, 2017 Less than 12 months 12 months or more Total
(Dollars in millions) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
AFS securities:            
U.S. Treasury $634
 $4
 $1,655
 $73
 $2,289
 $77
GSE 9
 
 170
 8
 179
 8
Agency MBS 5,077
 64
 13,920
 526
 18,997
 590
States and political subdivisions 201
 1
 355
 23
 556
 24
Total $5,921
 $69
 $16,100
 $630
 $22,021
 $699
             
HTM securities:  
  
  
  
  
  
GSE $1,470
 $12
 $290
 $10
 $1,760
 $22
Agency MBS 10,880
 77
 4,631
 145
 15,511
 222
Total $12,350
 $89
 $4,921
 $155
 $17,271
 $244
TheSubstantially all of the unrealized losses on U.S. Treasurythe securities GSE securities and Agency MBSportfolio were the result of increaseschanges in market interest rates compared to the date the securities were acquired rather than the credit quality of the issuers or underlying loans.


NOTE 3. Loans and ACL




NOTE 4. Loans and ACL

During the third quarter of 2019, a residential mortgage loan portfolio totaling approximately $4 billion is expected to be sold. The following tables present loans and leases HFI by aging category:
  Accruing    
June 30, 2019
(Dollars in millions)
 Current 30-89 Days Past Due 90 Days Or More Past Due Nonperforming Total
Commercial:          
Commercial and industrial $63,468
 $32
 $
 $193
 $63,693
CRE 20,686
 3
 
 33
 20,722
Lease financing 2,196
 5
 
 2
 2,203
Retail:          
Residential mortgage 31,673
 480
 350
 104
 32,607
Direct 11,370
 58
 10
 54
 11,492
Indirect 17,734
 393
 7
 75
 18,209
Revolving credit 3,197
 28
 14
 
 3,239
PCI 378
 17
 26
 
 421
Total $150,702
 $1,016
 $407
 $461
 $152,586
           
  Accruing    
December 31, 2018
(Dollars in millions)
 Current 30-89 Days Past Due 90 Days Or More Past Due Nonperforming Total
Commercial:          
Commercial and industrial $61,701
 $34
 $
 $200
 $61,935
CRE 20,990
 5
 
 65
 21,060
Lease financing 2,014
 1
 
 3
 2,018
Retail:  
  
  
  
  
Residential mortgage 30,413
 456
 405
 119
 31,393
Direct 11,463
 61
 7
 53
 11,584
Indirect 16,901
 436
 6
 82
 17,425
Revolving credit 3,090
 28
 14
 
 3,132
PCI 413
 23
 30
 
 466
Total $146,985
 $1,044
 $462
 $522
 $149,013

June 30, 2018 Accruing    
(Dollars in millions) Current 30-89 Days Past Due 90 Days Or More Past Due Nonperforming Total
Commercial:          
Commercial and industrial $60,205
 $26
 $
 $243
 $60,474
CRE 21,545
 4
 
 61
 21,610
Lease financing 1,913
 2
 
 9
 1,924
Retail:          
Residential mortgage 29,031
 441
 374
 119
 29,965
Direct 11,547
 52
 4
 58
 11,661
Indirect 16,731
 337
 4
 68
 17,140
Revolving credit 2,845
 21
 10
 
 2,876
PCI 468
 22
 43
 
 533
Total $144,285
 $905
 $435
 $558
 $146,183
December 31, 2017 Accruing    
(Dollars in millions) Current 30-89 Days Past Due 90 Days Or More Past Due Nonperforming Total
Commercial:          
Commercial and industrial $58,852
 $41
 $1
 $259
 $59,153
CRE 21,209
 8
 1
 45
 21,263
Lease financing 1,906
 4
 
 1
 1,911
Retail:  
  
  
  
  
Residential mortgage 27,659
 472
 465
 129
 28,725
Direct 11,756
 65
 6
 64
 11,891
Indirect 16,745
 412
 6
 72
 17,235
Revolving credit 2,837
 23
 12
 
 2,872
PCI 567
 27
 57
 
 651
Total $141,531
 $1,052
 $548
 $570
 $143,701

The following table presents the carrying amount of loans by risk rating. PCI loans are excluded because their related ALLL is determined by loan pool performance and revolving credit loans are excluded as the loans are charged-off rather than reclassifying to nonperforming:
  June 30, 2019 December 31, 2018
(Dollars in millions) Commercial & Industrial CRE Lease Financing Commercial & Industrial CRE Lease Financing
Commercial:            
Pass $62,211
 $20,315
 $2,188
 $60,655
 $20,712
 $2,012
Special mention 386
 112
 1
 216
 61
 
Substandard-performing 903
 262
 12
 864
 222
 3
Nonperforming 193
 33
 2
 200
 65
 3
Total $63,693
 $20,722
 $2,203
 $61,935
 $21,060
 $2,018
             
  Residential Mortgage Direct Indirect Residential Mortgage Direct Indirect
Retail:            
Performing $32,503
 $11,438
 $18,134
 $31,274
 $11,531
 $17,343
Nonperforming 104
 54
 75
 119
 53
 82
Total $32,607
 $11,492
 $18,209
 $31,393
 $11,584
 $17,425


  June 30, 2018 December 31, 2017
(Dollars in millions) Commercial & Industrial CRE Lease Financing Commercial & Industrial CRE Lease Financing
Commercial:            
Pass $59,246
 $21,273
 $1,905
 $57,700
 $20,862
 $1,881
Special mention 189
 38
 6
 268
 48
 6
Substandard-performing 796
 238
 4
 926
 308
 23
Nonperforming 243
 61
 9
 259
 45
 1
Total $60,474
 $21,610
 $1,924
 $59,153
 $21,263
 $1,911
             
  Residential Mortgage Direct Indirect Residential Mortgage Direct Indirect
Retail:            
Performing $29,846
 $11,603
 $17,072
 $28,596
 $11,827
 $17,163
Nonperforming 119
 58
 68
 129
 64
 72
Total $29,965

$11,661
 $17,140

$28,725
 $11,891
 $17,235










The following tables present activity in the ACL:
(Dollars in millions) Balance at Apr 1, 2018 Charge-Offs Recoveries Provision (Benefit) Balance at Jun 30, 2018
Commercial:          
Commercial and industrial $522
 $(23) $11
 $25
 $535
CRE 175
 (2) 1
 17
 191
Lease financing 10
 (1) 1
 
 10
Retail:          
Residential mortgage 216
 (5) 1
 9
 221
Direct 99
 (17) 6
 9
 97
Indirect 347
 (82) 17
 71
 353
Revolving credit 104
 (21) 5
 17
 105
PCI 25
 
 
 (7) 18
ALLL 1,498
 (151) 42
 141
 1,530
RUFC 116
 
 
 (6) 110
ACL $1,614
 $(151) $42
 $135
 $1,640
           
(Dollars in millions) Balance at Apr 1, 2019 Charge-Offs Recoveries Provision (Benefit) Balance at Jun 30, 2019
Commercial:          
Commercial and industrial $548
 $(22) $8
 $40
 $574
CRE 196
 (18) 3
 20
 201
Lease financing 11
 
 
 (1) 10
Retail:          
Residential mortgage 225
 (5) 
 4
 224
Direct 96
 (22) 7
 18
 99
Indirect 358
 (91) 19
 73
 359
Revolving credit 119
 (25) 4
 22
 120
PCI 8
 
 
 
 8
ALLL 1,561
 (183) 41
 176
 1,595
RUFC 98
 
 
 (4) 94
ACL $1,659
 $(183) $41
 $172
 $1,689
           
(Dollars in millions) Balance at Jan 1, 2018 Charge-Offs Recoveries Provision (Benefit) Balance at Jun 30, 2018
Commercial:          
Commercial and industrial $522
 $(46) $19
 $40
 $535
CRE 160
 (8) 3
 36
 191
Lease financing 9
 (2) 1
 2
 10
Retail:  
  
  
  
  
Residential mortgage 209
 (9) 1
 20
 221
Direct 106
 (36) 12
 15
 97
Indirect 348
 (189) 32
 162
 353
Revolving credit 108
 (42) 10
 29
 105
PCI 28
 
 
 (10) 18
ALLL 1,490
 (332) 78
 294
 1,530
RUFC 119
 
 
 (9) 110
ACL $1,609
 $(332) $78
 $285
 $1,640
           
Three Months Ended June 30, 2018 Balance at
Apr 1, 2018
 Charge-Offs Recoveries Provision (Benefit) Balance at
Jun 30, 2018
(Dollars in millions)     
Commercial:          
Commercial and industrial $522
 $(23) $11
 $25
 $535
CRE 175
 (2) 1
 17
 191
Lease financing 10
 (1) 1
 
 10
Retail:          
Residential mortgage 216
 (5) 1
 9
 221
Direct 99
 (17) 6
 9
 97
Indirect 347
 (82) 17
 71
 353
Revolving credit 104
 (21) 5
 17
 105
PCI 25
 
 
 (7) 18
ALLL 1,498
 (151) 42
 141
 1,530
RUFC 116
 
 
 (6) 110
ACL $1,614
 $(151) $42
 $135
 $1,640
Three Months Ended June 30, 2017 Balance at
Apr 1, 2017
 Charge-Offs Recoveries Provision (Benefit) Balance at
Jun 30, 2017
(Dollars in millions)     
Commercial:          
Commercial and industrial $524
 $(26) $9
 $8
 $515
CRE 141
 (3) 3
 25
 166
Lease financing 10
 (1) 
 
 9
Retail:         

Residential mortgage 223
 (20) 1
 7
 211
Direct 102
 (16) 7
 7
 100
Indirect 338
 (88) 16
 87
 353
Revolving credit 103
 (19) 5
 12
 101
PCI 46
 
 
 (16) 30
ALLL 1,487
 (173) 41
 130
 1,485
RUFC 112
 
 
 5
 117
ACL $1,599
 $(173) $41
 $135
 $1,602
Six Months Ended June 30, 2018 Balance at
Jan 1, 2018
 Charge-Offs Recoveries Provision (Benefit) Balance at
Jun 30, 2018
(Dollars in millions)     
Commercial:          
Commercial and industrial $522
 $(46) $19
 $40
 $535
CRE 160
 (8) 3
 36
 191
Lease financing 9
 (2) 1
 2
 10
Retail:  
  
  
  
 

Residential mortgage 209
 (9) 1
 20
 221
Direct 106
 (36) 12
 15
 97
Indirect 348
 (189) 32
 162
 353
Revolving credit 108
 (42) 10
 29
 105
PCI 28
 
 
 (10) 18
ALLL 1,490
 (332) 78
 294
 1,530
RUFC 119
 
 
 (9) 110
ACL $1,609
 $(332) $78
 $285
 $1,640




(Dollars in millions) Balance at Jan 1, 2019 Charge-Offs Recoveries Provision (Benefit) Balance at Jun 30, 2019
Commercial:          
Commercial and industrial $546
 $(39) $14
 $53
 $574
CRE 190
 (26) 4
 33
 201
Lease financing 11
 (1) 
 
 10
Retail:  
  
  
  
  
Residential mortgage 232
 (10) 1
 1
 224
Direct 97
 (40) 13
 29
 99
Indirect 356
 (200) 36
 167
 359
Revolving credit 117
 (51) 10
 44
 120
PCI 9
 
 
 (1) 8
ALLL 1,558
 (367) 78
 326
 1,595
RUFC 93
 
 
 1
 94
ACL $1,651
 $(367) $78
 $327
 $1,689

Six Months Ended June 30, 2017 Balance at
Jan 1, 2017
 Charge-Offs Recoveries Provision (Benefit) Balance at
Jun 30, 2017
(Dollars in millions)     
Commercial:          
Commercial and industrial $530
 $(59) $16
 $28
 $515
CRE 145
 (4) 9
 16
 166
Lease financing 7
 (2) 
 4
 9
Retail:  
  
  
  
 

Residential mortgage 227
 (32) 1
 15
 211
Direct 103
 (30) 13
 14
 100
Indirect 327
 (195) 33
 188
 353
Revolving credit 106
 (40) 10
 25
 101
PCI 44
 
 
 (14) 30
ALLL 1,489
 (362) 82
 276
 1,485
RUFC 110
 
 
 7
 117
ACL $1,599
 $(362) $82
 $283
 $1,602


The following table provides a summary of loans that are collectively evaluated for impairment:
  June 30, 2019 December 31, 2018
(Dollars in millions) Recorded Investment Related ALLL Recorded Investment Related ALLL
Commercial:        
Commercial and industrial $63,383
 $546
 $61,629
 $521
CRE 20,667
 197
 20,960
 181
Lease financing 2,201
 10
 2,015
 11
Retail:        
Residential mortgage 31,842
 168
 30,539
 164
Direct 11,427
 94
 11,517
 92
Indirect 17,873
 298
 17,099
 299
Revolving credit 3,210
 109
 3,104
 106
PCI 421
 8
 466
 9
Total $151,024
 $1,430
 $147,329
 $1,383

  June 30, 2018 December 31, 2017
(Dollars in millions) Recorded Investment Related ALLL Recorded Investment Related ALLL
Commercial:        
Commercial and industrial $60,141
 $502
 $58,804
 $494
CRE 21,512
 181
 21,173
 154
Lease financing 1,915
 10
 1,910
 9
Retail:        
Residential mortgage 29,116
 154
 27,914
 143
Direct 11,590
 91
 11,815
 98
Indirect 16,837
 300
 16,935
 296
Revolving credit 2,847
 94
 2,842
 97
PCI 533
 18
 651
 28
Total $144,491
 $1,350
 $142,044
 $1,319



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

UPB Recorded Investment Related ALLL Average Recorded Investment Interest Income Recognized
As of / For The Six Months Ended June 30, 2019
(Dollars in millions)
 Without an ALLL With an ALLL   
Commercial:           
Commercial and industrial$321
 $89
 $221
 $28
 $309
 $3
CRE62
 5
 50
 4
 100
 1
Lease financing2
 
 2
 
 2
 
Retail:           
Residential mortgage813
 106
 659
 56
 858
 19
Direct82
 26
 39
 5
 66
 2
Indirect346
 5
 331
 61
 328
 26
Revolving credit29
 
 29
 11
 29
 1
Total$1,655
 $231
 $1,331
 $165
 $1,692
 $52
            
 UPB Recorded Investment Related ALLL Average Recorded Investment Interest Income Recognized
As of / For The Year Ended December 31, 2018
(Dollars in millions)
 Without an ALLL With an ALLL   
Commercial:           
Commercial and industrial$318
 $95
 $211
 $25
 $343
 $6
CRE102
 29
 71
 9
 97
 2
Lease financing3
 
 3
 
 6
 
Retail:   
  
  
  
  
Residential mortgage904
 122
 732
 68
 841
 34
Direct86
 26
 41
 5
 72
 4
Indirect335
 6
 320
 57
 306
 46
Revolving credit28
 
 28
 11
 29
 1
Total$1,776
 $278
 $1,406
 $175
 $1,694
 $93

As of / For The Six Months Ended June 30, 2018 UPB Recorded Investment Related ALLL Average Recorded Investment Interest Income Recognized
(Dollars in millions)  Without an ALLL With an ALLL   
Commercial:            
Commercial and industrial $350
 $125
 $208
 $33
 $343
 $2
CRE 108
 21
 77
 10
 107
 1
Lease financing 10
 
 9
 
 7
 
Retail:            
Residential mortgage 897
 133
 716
 67
 833
 18
Direct 92
 25
 46
 6
 74
 2
Indirect 312
 5
 298
 53
 299
 22
Revolving credit 29
 
 29
 11
 29
 
Total $1,798
 $309
 $1,383
 $180
 $1,692
 $45


As of / For The Year Ended December 31, 2017 UPB Recorded Investment Related ALLL Average Recorded Investment Interest Income Recognized
(Dollars in millions)  Without an ALLL With an ALLL   
Commercial:            
Commercial and industrial $381
 $136
 $213
 $28
 $424
 $6
CRE 91
 26
 64
 6
 109
 3
Lease financing 1
 
 1
 
 3
 
Retail:    
  
  
  
  
Residential mortgage 860
 132
 679
 67
 895
 37
Direct 99
 22
 54
 8
 78
 4
Indirect 308
 6
 294
 52
 269
 41
Revolving credit 30
 
 30
 10
 29
 1
Total $1,770
 $322
 $1,335
 $171
 $1,807
 $92

The following table presents a summary of TDRs, all of which are considered impaired:
(Dollars in millions) Jun 30, 2019 Dec 31, 2018
Performing TDRs:    
Commercial:    
Commercial and industrial $84
 $65
CRE 8
 10
Retail:    
Residential mortgage 581
 656
Direct 53
 55
Indirect 315
 305
Revolving credit 29
 28
Total performing TDRs 1,070
 1,119
Nonperforming TDRs (also included in NPL disclosures) 135
 176
Total TDRs $1,205
 $1,295
ALLL attributable to TDRs $149
 $146

(Dollars in millions) Jun 30, 2018 Dec 31, 2017
Performing TDRs:    
Commercial:    
Commercial and industrial $44
 $50
CRE 11
 16
Lease financing 
 
Retail:    
Residential mortgage 647
 605
Direct 58
 62
Indirect 284
 281
Revolving credit 29
 29
Total performing TDRs 1,073
 1,043
Nonperforming TDRs (also included in NPL disclosures) 191
 189
Total TDRs $1,264
 $1,232
ALLL attributable to TDRs $153
 $142



The primary reason loan modifications were classified as TDRs is summarized below. Balances represent the recorded investment at the end of the quarter in which the modification was made. Rate modifications consist of TDRs made with below market interest rates, including those that also have modifications of loan structures.
 2019 2018
Three Months Ended June 30,
(Dollars in millions)
Type of Modification ALLL Impact Type of Modification ALLL Impact
Rate Structure  Rate Structure 
Newly designated TDRs:           
Commercial:           
Commercial and industrial$24
 $3
 $1
 $20
 $33
 $
CRE
 1
 
 8
 1
 
Retail: 
  
  
  
  
  
Residential mortgage49
 6
 3
 58
 5
 4
Direct2
 1
 
 2
 1
 
Indirect50
 1
 6
 45
 1
 5
Revolving credit5
 
 1
 4
 
 1
Re-modification of previously designated TDRs14
 11
 
 31
 5
 
            
 2019 2018
Six Months Ended June 30,
(Dollars in millions)
Type of Modification ALLL Impact Type of Modification ALLL Impact
Rate Structure  Rate Structure 
Newly designated TDRs:           
Commercial:           
Commercial and industrial$50
 $6
 $2
 $30
 $43
 $
CRE1
 1
 
 27
 2
 
Retail: 
  
  
  
  
  
Residential mortgage122
 14
 7
 140
 15
 9
Direct5
 2
 
 4
 1
 
Indirect98
 2
 12
 87
 2
 10
Revolving credit11
 
 2
 9
 
 2
Re-modification of previously designated TDRs37
 16
 
 52
 10
 

Three Months Ended June 30,2018 2017
 Type of Modification ALLL Impact Type of Modification ALLL Impact
(Dollars in millions)Rate Structure  Rate Structure 
Newly Designated TDRs:           
Commercial:           
Commercial and industrial$20
 $33
 $
 $33
 $25
 $1
CRE8
 1
 
 8
 3
 1
Retail: 
  
  
  
  
  
Residential mortgage58
 5
 4
 82
 6
 10
Direct2
 1
 
 2
 1
 
Indirect45
 1
 5
 37
 2
 4
Revolving credit4
 
 1
 4
 
 1
Re-modification of Previously Designated TDRs31
 5
 
 40
 13
 



Six Months Ended June 30,2018 2017
 Type of Modification ALLL Impact Type of Modification ALLL Impact
(Dollars in millions)Rate Structure  Rate Structure 
Newly Designated TDRs:           
Commercial:           
Commercial and industrial$30
 $43
 $
 $55
 $56
 $2
CRE27
 2
 
 14
 5
 1
Retail: 
  
  
  
  
  
Residential mortgage140
 15
 9
 210
 12
 16
Direct4
 1
 
 5
 2
 
Indirect87
 2
 10
 78
 4
 8
Revolving credit9
 
 2
 9
 
 2
Re-Modification of Previously Designated TDRs52
 10
 
 85
 22
 


Charge-offs and forgiveness of principal and interest for TDRs were immaterial for all periods presented.
 
The pre-default balance for modifications that had been classified as TDRs during the previous 12 months that experienced a payment default was $13$21 million and $17$13 million for the three months ended June 30, 20182019 and 2017,2018, respectively, and $36$39 million and $45$36 million for the six months ended June 30, 20182019 and 2017,2018, respectively. Payment default is defined as movement of the TDR to nonperforming status, foreclosure or charge-off, whichever occurs first.


Unearned income, discounts and net deferred loan fees and costs were immaterial.immaterial for all periods presented. Residential mortgage loans in the process of foreclosure were $270$240 million at June 30, 20182019 and $288$253 million at December 31, 2017.2018.




NOTE 5. Other Assets and Liabilities
Lessee Operating and Finance Leases

Operating lease costs were $49 million and $98 million for the three and six months ended June 30, 2019, respectively.

The following table presents additional information on operating and finance leases:
June 30, 2019
(Dollars in millions)
Operating Leases Finance Leases
ROU assets$842
 $18
Maturities of lease liabilities:   
2019$86
 $4
2020195
 7
2021172
 6
2022148
 5
2023118
 3
202492
 2
Thereafter289
 3
Total lease payments1,100
 30
Less: imputed interest139
 5
Total lease liabilities$961
 $25
Weighted average remaining term7.5 years
 5.0 years
Weighted average discount rate3.1% 7.1%


Lessor Operating Leases

The following tables present a summary of assets under operating leases and activity related to assets under operating leases. These tables exclude subleases on assets included in premises and equipment.
(Dollars in millions)Jun 30, 2019 Dec 31, 2018
Assets held under operating leases$1,359
 $1,378
Accumulated depreciation(375) (374)
Net$984
 $1,004

 Three Months Ended June 30, Six Months Ended June 30,
(Dollars in millions)2019 2018 2019 2018
Depreciation expense for assets under operating leases$29
 $30
 $58
 $60


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

NOTE 4. 6. Goodwill and Other Intangible Assets


The following table, which excludes fully amortized intangibles, presents information for identifiable intangible assets:
  June 30, 2019 December 31, 2018
(Dollars in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
CDI $605
 $(482) $123
 $605
 $(460) $145
Other, primarily customer relationship intangibles 1,331
 (742) 589
 1,329
 (716) 613
Total $1,936
 $(1,224) $712
 $1,934
 $(1,176) $758

  June 30, 2018 December 31, 2017
(Dollars in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
CDI $605
 $(436) $169
 $605
 $(409) $196
Other, primarily customer relationship intangibles 1,165
 (687) 478
 1,211
 (696) 515
Total $1,770
 $(1,123) $647
 $1,816
 $(1,105) $711




NOTE 5. 7. Loan Servicing

Residential Mortgage Banking Activities

The following tables summarize residential mortgage banking activities:
(Dollars in millions) Jun 30, 2019 Dec 31, 2018
UPB of residential mortgage loan servicing portfolio $117,912
 $118,605
UPB of residential mortgage loans serviced for others, primarily agency conforming fixed rate 85,060
 87,270
Mortgage loans sold with recourse 387
 419
Maximum recourse exposure from mortgage loans sold with recourse liability 209
 223
Indemnification, recourse and repurchase reserves 21
 24
  

 

As of / For the Six Months Ended June 30,
(Dollars in millions)
 2019 2018
UPB of residential mortgage loans sold from LHFS $3,597
 $5,536
Pre-tax gains recognized on mortgage loans sold and held for sale 48
 74
Servicing fees recognized from mortgage loans serviced for others 123
 128
Approximate weighted average servicing fee on the outstanding balance of residential mortgage loans serviced for others 0.28% 0.28%
Weighted average interest rate on mortgage loans serviced for others 4.07
 4.01


(Dollars in millions) Jun 30, 2018 Dec 31, 2017
UPB of residential mortgage and home equity loan servicing portfolio $118,753
 $118,424
UPB of residential mortgage loans serviced for others, primarily agency conforming fixed rate 88,492
 89,124
Mortgage loans sold with recourse 452
 490
Maximum recourse exposure from mortgage loans sold with recourse liability 237
 251
Indemnification, recourse and repurchase reserves 34
 37
As of / For the Six Months Ended June 30, 
(Dollars in millions) 2018 2017
UPB of residential mortgage loans sold from LHFS $5,536
 $6,309
Pre-tax gains recognized on mortgage loans sold and held for sale 74
 65
Servicing fees recognized from mortgage loans serviced for others 128
 133
Approximate weighted average servicing fee on the outstanding balance of residential mortgage loans serviced for others 0.28% 0.28%
Weighted average interest rate on mortgage loans serviced for others 4.01
 4.00



The following table presents a roll forward of the carrying value of residential MSRs recorded at fair value:
Six Months Ended June 30,
(Dollars in millions)
 2019 2018
Residential MSRs, carrying value, January 1 $957
 $914
Additions 40
 63
Change in fair value due to changes in valuation inputs or assumptions:    
Prepayment speeds (134) 67
OAS 37
 17
Servicing costs 
 
Realization of expected net servicing cash flows, passage of time and other (70) (70)
Residential MSRs, carrying value, June 30 $830
 $991
Gains (losses) on derivative financial instruments used to mitigate the income statement effect of changes in residential MSR fair value $129
 $(84)
Six Months Ended June 30,  
(Dollars in millions) 2018 2017
Residential MSRs, carrying value, January 1 $914
 $915
Additions 63
 63
Change in fair value due to changes in valuation inputs or assumptions:    
Prepayment speeds 67
 (45)
OAS 17
 42
Servicing costs 
 9
Realization of expected net servicing cash flows, passage of time and other (70) (69)
Residential MSRs, carrying value, June 30 $991
 $915
     
Gains (losses) on derivative financial instruments used to mitigate the income statement effect of changes in residential MSR fair value $(84) $3

 
The sensitivity of the fair value of the residential MSRs to changes in key assumptions is presented in the following table:
  June 30, 2019 December 31, 2018
  Range Weighted Average Range Weighted Average
(Dollars in millions) Min Max  Min Max 
Prepayment speed 10.3% 13.4% 12.9% 9.1% 10.5% 9.9%
Effect on fair value of a 10% increase     $(40)     $(34)
Effect on fair value of a 20% increase     (77)     (66)
OAS 5.3% 7.8% 5.9% 6.6% 8.3% 7.0%
Effect on fair value of a 10% increase     $(18)     $(24)
Effect on fair value of a 20% increase     (34)     (47)
Composition of loans serviced for others:          
Fixed-rate residential mortgage loans     99.2%     99.2%
Adjustable-rate residential mortgage loans     0.8
     0.8
Total  
  
 100.0%     100.0%
Weighted average life  
  
 5.1 years
     6.1 years

  June 30, 2018 December 31, 2017
  Range Weighted
Average
 Range Weighted
Average
(Dollars in millions) Min Max  Min Max 
Prepayment speed 7.8% 8.9% 8.1% 7.1% 10.1% 9.1%
Effect on fair value of a 10% increase     $(29)     $(31)
Effect on fair value of a 20% increase     (56)     (60)
             
OAS 7.9% 8.5% 8.1% 8.4% 8.9% 8.5%
Effect on fair value of a 10% increase     $(30)     $(28)
Effect on fair value of a 20% increase     (57)     (54)
             
Composition of loans serviced for others:          
Fixed-rate residential mortgage loans     99.2%     99.1%
Adjustable-rate residential mortgage loans     0.8
     0.9
Total  
  
 100.0%     100.0%
             
Weighted average life  
  
 7.0 years
     6.4 years


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


Commercial Mortgage Banking Activities


The following table summarizes commercial mortgage banking activities for the periods presented:
(Dollars in millions)Jun 30, 2019 Dec 31, 2018
UPB of CRE mortgages serviced for others$27,683
 $27,761
CRE mortgages serviced for others covered by recourse provisions4,691
 4,699
Maximum recourse exposure from CRE mortgages sold with recourse liability1,312
 1,317
Recorded reserves related to recourse exposure6
 6
CRE mortgages originated during the year-to-date period3,218
 7,072
Commercial MSRs at fair value140
 151


(Dollars in millions)Jun 30, 2018 Dec 31, 2017
UPB of CRE mortgages serviced for others$27,586
 $28,441
CRE mortgages serviced for others covered by recourse provisions4,475
 4,153
Maximum recourse exposure from CRE mortgages sold with recourse liability1,241
 1,218
Recorded reserves related to recourse exposure5
 5
CRE mortgages originated during the year-to-date period3,337
 6,753
Commercial MSRs at fair value152
 142



NOTE 6. 8. Deposits
 
The composition of deposits is presented in the following table:
(Dollars in millions) Jun 30, 2019 Dec 31, 2018
Noninterest-bearing deposits $52,458
 $53,025
Interest checking 28,021
 28,130
Money market and savings 63,972
 63,467
Time deposits 15,070
 16,577
Total deposits $159,521
 $161,199
Time deposits greater than $250,000 $3,868
 $5,713
(Dollars in millions) Jun 30, 2018 Dec 31, 2017
Noninterest-bearing deposits $54,270
 $53,767
Interest checking 27,257
 27,677
Money market and savings 63,167
 62,757
Time deposits 14,781
 13,170
Total deposits $159,475
 $157,371
     
Time deposits greater than $250,000 $4,097
 $2,622

 
NOTE 7. 9. Long-Term Debt


The following table presents a summary of long-term debt:
  Jun 30, 2019 Dec 31, 2018
      Stated Rate Effective Rate Carrying Amount Carrying Amount
(Dollars in millions) Maturity Min Max   
BB&T Corporation:              
Fixed rate senior notes 2020to2025 2.05% 5.38% 2.91% $10,675
 $10,408
Floating rate senior notes 2020 2022 2.80
 3.31
 3.08
 1,948
 2,398
Fixed rate subordinated notes 2019 2029 3.88
 5.25
 2.50
 1,586
 903
Branch Bank:              
Fixed rate senior notes 2020 2022 2.10
 2.85
 2.54
 3,449
 4,895
Floating rate senior notes 2020 2020 2.74
 3.05
 3.01
 900
 1,149
Fixed rate subordinated notes 2025 2026 3.63
 3.80
 3.09
 2,178
 2,075
FHLB advances (1) 2019 2034 
 5.50
 2.77
 1,743
 1,749
Other long-term debt           161
 132
Total long-term debt           $22,640
 $23,709
  Jun 30, 2018 Dec 31, 2017
      Stated Rate Effective Rate Carrying Carrying
(Dollars in millions) Maturity Min Max  Amount Amount
BB&T Corporation:              
Fixed rate senior notes 2019to2025 2.05% 6.85% 3.45% $9,362
 $8,562
Floating rate senior notes 2019 2022 2.58
 3.06
 2.93
 2,397
 2,547
Fixed rate subordinated notes 2019 2022 3.95
 5.25
 2.52
 911
 933
Branch Bank:              
Fixed rate senior notes 2018 2022 1.45
 2.85
 2.98
 5,609
 5,653
Floating rate senior notes 2019 2020 2.52
 2.89
 2.81
 1,149
 1,149
Fixed rate subordinated notes 2025 2026 3.63
 3.80
 4.12
 2,044
 2,119
FHLB advances (1) 2018 2034 
 5.50
 2.54
 2,440
 2,480
Other long-term debt           169
 205
Total long-term debt           $24,081
 $23,648

(1)FHLB advances had a weighted average maturity of 3.33.5 years at June 30, 2018.2019.


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


During 2017, Branch Bank terminated FHLB advances totaling $2.9the third quarter of 2019, BB&T issued $1.0 billion in fixed rate medium term notes with a maturity date of par value, which resulted in a pre-tax loss on early extinguishment of debt totaling $392 million.2024.






NOTE 8. 10. Shareholders' Equity


Preferred Stock

On July 29, 2019, BB&T issued $1.7 billion of series N non-cumulative perpetual preferred stock with a stated dividend rate of 4.800% per annum for net proceeds of $1.7 billion. Dividends, if declared by the Board of Directors, are payable on the first day of March and September of each year, commencing on March 1, 2020. The dividend rate will reset on September 1, 2024, and on each following fifth anniversary of the reset date to the five-year U.S. Treasury rate plus 3.003%. BB&T issued depositary shares, each of which represents a fractional ownership interest in a share of the 68,000 shares of the Company's series N 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 September 1, 2024.

Dividends

The following table presents the dividends declared related to common stock. For information related to preferred stock dividends, see Note 9. Shareholders' Equity of the Annual Report on Form 10-K for the year ended December 31, 2018.
  Three Months Ended June 30, Six Months Ended June 30,
  2019 2018 2019 2018
Cash dividends declared per share $0.405
 $0.375
 $0.810
 $0.750


Equity-Based Compensation Plans

The following table presents the activity related to awards of RSUs, PSUs and restricted shares:
(Shares in thousands) Units/Shares Wtd. Avg. Grant Date Fair Value
Nonvested at January 1, 2019 12,060
 $38.03
Granted 3,914
 44.39
Vested (3,262) 35.07
Forfeited (204) 43.86
Nonvested at June 30, 2019 12,508
 40.69

(Shares in thousands) Units/Shares Wtd. Avg. Grant Date Fair Value
Nonvested at January 1, 2018 12,948
 $33.90
Granted 3,416
 49.11
Vested (3,459) 33.55
Forfeited (155) 36.15
Nonvested at June 30, 2018 12,750
 38.04


NOTE 9. AOCI

Activity in AOCI is summarized below:

Three Months Ended June 30, 2018 and 2017



(Dollars in millions)
Unrecognized Net Pension and Postretirement Costs Unrealized Net Gains (Losses) on Cash Flow Hedges Unrealized Net Gains (Losses) on AFS Securities Other, net Total
AOCI balance, April 1, 2017$(755) $(94) $(261) $(15) $(1,125)
OCI before reclassifications, net of tax1
 (30) 81
 1
 53
Amounts reclassified from AOCI:         
Before tax18
 (6) (12) (1) (1)
Tax effect7
 (2) (5) 
 
Amounts reclassified, net of tax11
 (4) (7) (1) (1)
Total OCI, net of tax12
 (34) 74
 
 52
AOCI balance, June 30, 2017$(743) $(128) $(187) $(15) $(1,073)
          
AOCI balance, April 1, 2018$(990) $(14) $(624) $(17) $(1,645)
OCI before reclassifications, net of tax

23

(100) (2) (79)
Amounts reclassified from AOCI:         
Before tax18
 3
 1
 1
 23
Tax effect5
 
 
 
 5
Amounts reclassified, net of tax13
 3
 1
 1
 18
Total OCI, net of tax13
 26
 (99) (1) (61)
AOCI balance, June 30, 2018$(977) $12
 $(723) $(18) $(1,706)



NOTE 11. AOCI

Six Months Ended June 30, 2018 and 2017



(Dollars in millions)
Unrecognized Net Pension and Postretirement Costs Unrealized Net Gains (Losses) on Cash Flow Hedges Unrealized Net Gains (Losses) on AFS Securities Other, net Total
AOCI balance, January 1, 2017$(764) $(92) $(259) $(17) $(1,132)
OCI before reclassifications, net of tax(1) (27) 80
 2
 54
Amounts reclassified from AOCI:         
Before tax35
 (14) (13) 
 8
Tax effect13
 (5) (5) 
 3
Amounts reclassified, net of tax22
 (9) (8) 
 5
Total OCI, net of tax21
 (36) 72
 2
 59
AOCI balance, June 30, 2017$(743) $(128) $(187) $(15) $(1,073)
          
AOCI balance, January 1, 2018$(1,004) $(92) $(356) $(15) $(1,467)
OCI before reclassifications, net of tax
 93
 (382) (4) (293)
Amounts reclassified from AOCI:         
Before tax36
 14
 20
 1
 71
Tax effect9
 3
 5
 
 17
Amounts reclassified, net of tax27
 11
 15
 1
 54
Total OCI, net of tax27
 104
 (367) (3) (239)
AOCI balance, June 30, 2018$(977) $12
 $(723) $(18) $(1,706)
Primary income statement location of amounts reclassified from AOCIOther expense Interest expense Interest income Interest income  
AOCI includes the after-tax change in unrecognized net costs related to defined benefit pension and OPEB plans, and unrealized gains and losses on cash flow hedges and AFS securities.
Three Months Ended
(Dollars in millions)
Pension and OPEB Costs Cash Flow Hedges AFS Securities Other, net Total
AOCI balance, April 1, 2018$(990) $(14) $(624) $(17) $(1,645)
OCI before reclassifications, net of tax
 23
 (100) (2) (79)
Amounts reclassified from AOCI:         
Before tax18
 3
 1
 1
 23
Tax effect5
 
 
 
 5
Amounts reclassified, net of tax13
 3
 1
 1
 18
Total OCI, net of tax13
 26
 (99) (1) (61)
AOCI balance, June 30, 2018$(977) $12
 $(723) $(18) $(1,706)
AOCI balance, April 1, 2019$(1,147) $(65) $(191) $(18) $(1,421)
OCI before reclassifications, net of tax

(61)
346
 
 285
Amounts reclassified from AOCI:         
Before tax24
 2
 (6) 
 20
Tax effect5
 
 (2) 
 3
Amounts reclassified, net of tax19
 2
 (4) 
 17
Total OCI, net of tax19
 (59) 342
 
 302
AOCI balance, June 30, 2019$(1,128) $(124) $151
 $(18) $(1,119)
          
Six Months Ended June 30, 2019 and 2018
(Dollars in millions)
Pension and OPEB Costs Cash Flow Hedges AFS Securities Other, net Total
AOCI balance, January 1, 2018$(1,004) $(92) $(356) $(15) $(1,467)
OCI before reclassifications, net of tax
 93
 (382) (4) (293)
Amounts reclassified from AOCI:         
Before tax36
 14
 20
 1
 71
Tax effect9
 3
 5
 
 17
Amounts reclassified, net of tax27
 11
 15
 1
 54
Total OCI, net of tax27
 104
 (367) (3) (239)
AOCI balance, June 30, 2018(977) 12
 (723) (18) (1,706)
AOCI balance, January 1, 2019$(1,164) $(31) $(500) $(20) $(1,715)
OCI before reclassifications, net of tax
 (91) 660
 2
 571
Amounts reclassified from AOCI:         
Before tax47
 (3) (12) 
 32
Tax effect11
 (1) (3) 
 7
Amounts reclassified, net of tax36
 (2) (9) 
 25
Total OCI, net of tax36
 (93) 651
 2
 596
AOCI balance, June 30, 2019$(1,128) $(124) $151
 $(18) $(1,119)
Primary income statement location of amounts reclassified from AOCIOther expense Net interest income Net interest income Net interest income  





NOTE 10. 12. Income Taxes


The effective tax rates for the three months ended June 30, 2019 and 2018 were 20.9% and 2017 were 19.7% and 31.1%, respectively. The current quarter tax provision reflects the lower federal income tax rate enacted with tax reform in December of 2017.


The effective tax rates for the six months ended June 30, 2019 and 2018 were 19.6% and 2017 were 19.4% and 27.1%, respectively. The effective tax rate for the six months ended June 30, 2018 was lower than the corresponding period in 2017 primarily due to the lower federal income tax rate. The earlier period also included the tax benefits associated with using the marginal income tax rate for the loss on the early extinguishment of debt.


NOTE 11. 13. Benefit Plans


The components of net periodic benefit cost for defined benefit pension plans are summarized in the following table:
  Three Months Ended June 30, Six Months Ended June 30,
 Location2019 2018 2019 2018
Service costPersonnel expense$55
 $60
 $109
 $120
Interest costOther expense54
 50
 111
 100
Estimated return on plan assetsOther expense(114) (112) (227) (224)
Amortization and otherOther expense26
 19
 51
 39
Net periodic benefit cost $21
 $17
 $44
 $35

  Three Months Ended June 30, Six Months Ended June 30,
(Dollars in millions)Location2018 2017 2018 2017
Service costPersonnel expense$60
 $53
 $120
 $105
Interest costOther expense50
 47
 100
 96
Estimated return on plan assetsOther expense(112) (92) (224) (185)
Amortization and otherOther expense19
 19
 39
 39
Net periodic benefit cost $17
 $27
 $35
 $55


BB&T makes contributions to the qualified pension plansplan in amounts between the minimum required for funding and the maximum deductible for federal income tax purposes. Discretionary contributions totaling $144$549 million were made during the six months ended June 30, 2018.2019. There are no required contributions for the remainder of 2018,2019, though BB&T may elect to make additional discretionary contributions.




NOTE 12. 14. Commitments and Contingencies


The following table summarizes certain commitments and contingencies. Refer to Note 13.15. Fair Value Disclosures for amountsadditional disclosures related to off-balance sheet financial instruments.
(Dollars in millions) Jun 30, 2019 Dec 31, 2018
Investments in affordable housing projects:    
Carrying amount $2,178
 $2,088
Amount of future funding commitments included in carrying amount 914
 919
Lending exposure 410
 460
Tax credits subject to recapture 513
 523
Private equity investments:    
Carrying amount 525
 458
Amount of future funding commitments not included in carrying amount 312
 331

(Dollars in millions) Jun 30, 2018 Dec 31, 2017
Investments in affordable housing projects:    
Carrying amount $2,068
 $1,948
Amount of future funding commitments included in carrying amount 947
 928
Lending exposure 541
 561
Tax credits subject to recapture 478
 471
Private equity investments 463
 471
Future funding commitments to private equity investments 128
 143


Legal Proceedings


The nature of BB&T's business ordinarily results in a certain amount of claims, litigation, investigations and legal and administrative cases and proceedings, all of which are considered incidental to the normal conduct of business. BB&T believes it has meritorious defenses to the claims asserted against it in its currently outstanding legal proceedings and, with respect to such legal proceedings, intends to continue to defend itself vigorously, litigating or settling cases according to management's judgment as to what is in the best interests of BB&T and its shareholders.
 
On at least a quarterly basis, liabilities and contingencies in connection with outstanding legal proceedings are assessed utilizing the latest information available. For those matters where it is probable that BB&T will incur a loss and the amount of the loss can be reasonably estimated, and is more than nominal, a liability is recorded in the consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on at least a quarterly basis. For other matters, where a loss is not probable or the amount of the loss is not estimable, legal reserves are not accrued. While the outcome of legal proceedings is inherently uncertain, based on information currently available, advice of counsel and available insurance coverage, management believes that the established legal reserves are adequate and the liabilities arising from legal proceedings will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to the consolidated financial position, consolidated results of operations or consolidated cash flows of BB&T.



Following the announcement of the proposed merger with SunTrust, six civil actions were filed challenging, among other things, the adequacy of the disclosures contained in the preliminary proxy statement/prospectus filed with the SEC in connection with the proposed transaction. Five of these suits were filed by purported SunTrust stockholders against SunTrust and its board of directors, with one suit also asserting a claim against BB&T. The sixth suit was filed by a purported BB&T stockholder against BB&T and its board of directors. Following discussions, SunTrust and BB&T reached agreement with plaintiffs to resolve these actions by making certain supplemental disclosures in the joint proxy statement/prospectus filed with the SEC in connection with the proposed transaction, which became definitive on June 19, 2019. To date, one of the suits filed by purported SunTrust stockholders has been dismissed with prejudice, and the suit filed by a purported BB&T stockholder has been discontinued with prejudice. Plaintiffs in the four remaining suits have similarly agreed to dismiss their actions in their entirety, with prejudice as to the named plaintiffs only and without prejudice to all other members of the putative class.

Pledged Assets
 
Certain assets were pledged to secure municipal deposits, securities sold under agreements to repurchase, borrowings and borrowing capacity, subject to any applicable asset discount, at the FHLB and FRB as well as for other purposes as required or permitted by law. The following table provides the total carrying amount of pledged assets by asset type, of which the majority are pursuant to agreements that do not permit the other party to sell or repledge the collateral. Assetscollateral, excluding assets related to employee benefit plans are excluded from the following table.plans:
(Dollars in millions) Jun 30, 2019 Dec 31, 2018
Pledged securities $13,782
 $13,237
Pledged loans 79,303
 77,847



(Dollars in millions) Jun 30, 2018 Dec 31, 2017
Pledged securities $12,940
 $14,636
Pledged loans 75,300
 74,718




NOTE 13. 15. Fair Value Disclosures


The following tables present fair value information for assets and liabilities measured at fair value on a recurring basis:
June 30, 2018  
(Dollars in millions) Total Level 1 Level 2 Level 3
June 30, 2019
(Dollars in millions)
 Total Level 1 Level 2 Level 3 Netting Adjustments (1)
Assets:  
  
  
  
  
  
  
  
  
AFS securities:  
        
        
U.S. Treasury $2,323
 $
 $2,323
 $
 $1,112
 $
 $1,112
 $
 $
GSE 175
 
 175
 
 247
 
 247
 
 
Agency MBS 19,848
 
 19,848
 
 23,441
 
 23,441
 
 
States and political subdivisions 980
 
 980
 
 587
 
 587
 
 
Non-agency MBS 554
 
 129
 425
 382
 
 
 382
 
Other 39
 
 39
 
 33
 
 33
 
 
Total AFS securities 23,919
 
 23,494
 425
 25,802
 
 25,420
 382
 
LHFS 1,615
 
 1,615
 
 1,237
 
 1,237
 
 
MSRs 1,143
 
 
 1,143
 970
 
 
 970
 
Other assets: 
       
        
Trading and equity securities 820
 380
 440
 
 1,848
 413
 1,435
 
 
Derivative assets 192
 
 185
 7
 498
 
 638
 18
 (158)
Private equity investments 399
 
 
 399
 449
 
 
 449
 
Total assets $28,088
 $380

$25,734

$1,974
 $30,804
 $413

$28,730

$1,819
 $(158)
Liabilities:  
  
  
  
  
  
  
  
  
Derivative liabilities $395
 $
 $392
 $3
 $35
 $
 $156
 $11
 $(132)
Securities sold short 235
 
 235
 
 188
 
 188
 
 
Total liabilities $630
 $
 $627
 $3
 $223
 $
 $344
 $11
 $(132)
          
December 31, 2018
(Dollars in millions)
 Total Level 1 Level 2 Level 3 Netting Adjustments (1)
Assets:          
AFS securities:  
  
  
  
  
U.S. Treasury $3,441
 $
 $3,441
 $
 $
GSE 200
 
 200
 
 
Agency MBS 20,155
 
 20,155
 
 
States and political subdivisions 701
 
 701
 
 
Non-agency MBS 505
 
 114
 391
 
Other 36
 
 36
 
 
Total AFS securities 25,038
 
 24,647
 391
 
LHFS 988
 
 988
 
 
MSRs 1,108
 
 
 1,108
 
Other assets:          
Trading and equity securities 767
 374
 390
 3
 
Derivative assets 246
 
 234
 12
 
Private equity investments 393
 
 
 393
 
Total assets $28,540
 $374
 $26,259
 $1,907
 $
Liabilities:  
  
  
  
  
Derivative liabilities $247
 $1
 $246
 $
 $
Securities sold short 145
 
 145
 
 
Total liabilities $392
 $1
 $391
 $
 $
(1) Refer to Note 16. Derivative Financial Instruments for additional discussion on netting adjustments.
December 31, 2017        
(Dollars in millions) Total Level 1 Level 2 Level 3
Assets:        
AFS securities:  
  
  
  
U.S. Treasury $2,291
 $
 $2,291
 $
GSE 179
 
 179
 
Agency MBS 20,101
 
 20,101
 
States and political subdivisions 1,392
 
 1,392
 
Non-agency MBS 576
 
 144
 432
Other 8
 6
 2
 
Total AFS securities 24,547
 6
 24,109
 432
LHFS 1,099
 
 1,099
 
MSRs 1,056
 
 
 1,056
Other assets:        
Trading and equity securities 633
 363
 270
 
Total derivative assets 443
 
 437
 6
Private equity investments 404
 
 
 404
Total assets $28,182
 $369
 $25,915
 $1,898
Liabilities:  
  
  
  
Derivative liabilities $714
 $
 $711
 $3
Securities sold short 120
 
 120
 
Total liabilities $834
 $
 $831
 $3


Accounting standards define fair value as the exchange price that would be received on the measurement date to sell an asset or the price paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants, with a three level valuation input hierarchy. The following discussion focuses on the valuation techniques and significant inputs for Level 2 and Level 3 assets and liabilities.





A third-party pricing service is generally utilized in determining the fair value of the securities portfolio. Management independently evaluates the fair values provided by the pricing service through comparisons to other external pricing sources, review of additional information provided by the pricing service and other third party sources for selected securities and back-testing to compare the price realized on any security sales to the daily pricing information received from the pricing service. Fair value measurements are derived from market-based pricing matrices that were developed using observable inputs that include benchmark yields, benchmark securities, reported trades, offers, bids, issuer spreads and broker quotes. As described by security type below, additional inputs may be used, or some inputs may not be applicable. In the event that market observable data was not available, which would generally occur due to the lack of an active market for a given security, the valuation of the security would be subjective and may involve substantial judgment by management.
 
U.S. Treasury securities: Treasury securities are valued using quoted prices in active over-the-counter markets.
 
GSE securities and agency MBS: GSE pass-through securities are valued using market-based pricing matrices that reference observable inputs including benchmark TBA security pricing and yield curves that were estimated based on U.S. Treasury yields and certain floating rate indices. The pricing matrices for these securities may also give consideration to pool-specific data supplied directly by the GSE. GSE CMOs are valued using market-based pricing matrices that are based on observable inputs including offers, bids, reported trades, dealer quotes and market research reports, the characteristics of a specific tranche, market convention prepayment speeds and benchmark yield curves as described above.
 
States and political subdivisions: These securities are valued using market-based pricing matrices that reference observable inputs including MSRB reported trades, issuer spreads, material event notices and benchmark yield curves.
 
Non-agency MBS: Pricing matrices for these securities are based on observable inputs including offers, bids, reported trades, dealer quotes and market research reports, the characteristics of a specific tranche, market convention prepayment speeds and benchmark yield curves as described above. Non-agency MBS also include investments in Re-REMIC trusts that primarily hold non-agency MBS, which are valued based on broker pricing models that use baseline securities yields and tranche-level yield adjustments to discount cash flows modeled using market convention prepayment speed and default assumptions.
 
Other securities: These securities consist primarily of corporate bonds. These securities are valued based on a review of quoted market prices for assets as well as through the various other inputs discussed previously.
 
LHFS: Certain mortgage loans are originated to be sold to investors, which are carried at fair value. The fair value is primarily based on quoted market prices for securities backed by similar types of loans. The changes in fair value of these assets are largely driven by changes in interest rates subsequent to loan funding and changes in the fair value of servicing associated with the mortgage LHFS.
 
MSRs: Residential MSRs are valued using an OAS valuation model to project cash flows over multiple interest rate scenarios, which are discounted at risk-adjusted rates. The model considers portfolio characteristics, contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. Fair value estimates and assumptions are compared to industry surveys, recent market activity, actual portfolio experience and, when available, other observable market data. Commercial MSRs are valued using a cash flow valuation model that calculates the present value of estimated future net servicing cash flows. BB&T considers actual and expected loan prepayment rates, discount rates, servicing costs and other economic factors that are determined based on current market conditions.
 
Trading and equity securities: Trading and equity securities primarily consist of exchange traded equity securities, and debt securities issued by the U.S. Treasury, GSEs, or states and political subdivisions. The valuation techniques for debt securities are more fully discussed above.


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


Private equity investments: In many cases there are no observable market values for these investments and therefore management must estimate the fair value based on a comparison of the operating performance of the company to multiples in the marketplace for similar entities. This analysis requires significant judgment, and actual values in a sale could differ materially from those estimated.
 
Securities sold short: Securities sold short represent debt securities sold short that are entered into as a hedging strategy for the purposes of supporting institutional and retail client trading activities.





Activity for Level 3 assets and liabilities is summarized below:
Three Months Ended
(Dollars in millions)
 Trading and Equity Securities Non-agency MBS MSRs Net Derivatives Private Equity Investments
Balance at April 1, 2018 $
 $441
 $1,119
 $7
 $400
Total realized and unrealized gains (losses):          
Included in earnings 
 7
 23
 1
 5
Included in unrealized net holding gains (losses) in OCI 
 (9) 
 
 
Purchases 1
 
 
 
 3
Issuances 
 
 46
 11
 
Sales (1) 
 
 
 
Settlements 
 (14) (45) (15) (9)
Balance at June 30, 2018 $
 $425
 $1,143
 $4
 $399
Balance at April 1, 2019 $11
 $386
 $1,036
 $7
 $388
Total realized and unrealized gains (losses):          
Included in earnings 
 (7) (51) 13
 1
Included in unrealized net holding gains (losses) in OCI 
 11
 
 
 
Purchases 
 
 
 
 61
Issuances 
 
 30
 17
 
Sales (11) 
 
 
 (1)
Settlements 
 (8) (45) (20) 
Transfers into Level 3 
 
 
 (10) 
Balance at June 30, 2019 $
 $382
 $970
 $7
 $449
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held at June 30, 2019 $
 $(7) $(51) $17
 $
           
Six Months Ended June 30, 2019 and 2018
(Dollars in millions)
 Trading and Equity Securities Non-agency MBS MSRs Net Derivatives Private Equity Investments
Balance at January 1, 2018 $
 $432
 $1,056
 $3
 $404
Total realized and unrealized gains (losses):          
Included in earnings 
 6
 91
 1
 11
Included in unrealized net holding gains (losses) in OCI 
 14
 
 
 
Purchases 1
 
 
 
 27
Issuances 
 
 83
 6
 
Sales (1) 
 
 
 (24)
Settlements 
 (27) (87) (6) (19)
Balance at June 30, 2018 $
 $425
 $1,143
 $4
 $399
Balance at January 1, 2019 $3
 $391
 $1,108
 $12
 $393
Total realized and unrealized gains (losses):          
Included in earnings 
 (5) (105) 21
 24
Included in unrealized net holding gains (losses) in OCI 
 12
 
 
 
Purchases 15
 
 
 
 68
Issuances 
 
 52
 34
 
Sales (18) 
 
 
 (34)
Settlements 
 (16) (85) (50) (2)
Transfers into Level 3 
 
 
 (10) 
Balance at June 30, 2019 $
 $382
 $970
 $7
 $449
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held at June 30, 2019 $
 $(5) $(105) $18
 $4
Primary income statement location of realized gains (losses) included in earnings Interest income Interest income Mortgage banking income Mortgage banking income Other income

Three Months Ended June 30, 2018 and 2017 Non-agency MBS MSRs Net Derivatives Private Equity Investments
(Dollars in millions)    
Balance at April 1, 2017 $480
 $1,088
 $10
 $400
Total realized and unrealized gains (losses):        
Included in earnings 14
 (17) 23
 
Included in unrealized net holding gains (losses) in OCI (2) 
 
 
Purchases 
 
 
 7
Issuances 
 25
 9
 
Sales 
 
 
 (12)
Settlements (18) (44) (39) (1)
Balance at June 30, 2017 $474
 $1,052
 $3
 $394
         
Balance at April 1, 2018 $441
 $1,119
 $7
 $400
Total realized and unrealized gains (losses):        
Included in earnings 7
 23
 1
 5
Included in unrealized net holding gains (losses) in OCI (9) 
 
 
Purchases 
 
 
 3
Issuances 
 46
 11
 
Sales 
 
 
 
Settlements (14) (45) (15) (9)
Balance at June 30, 2018 $425
 $1,143
 $4
 $399
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held at June 30, 2018 $7
 $23
 $4
 $4
Six Months Ended June 30, 2018 and 2017 Non-agency MBS MSRs Net Derivatives Private Equity Investments
(Dollars in millions)    
Balance at January 1, 2017 $507
 $1,052
 $(13) $362
Total realized and unrealized gains (losses):        
Included in earnings 23
 20
 19
 5
Included in unrealized net holding gains (losses) in OCI (20) 
 
 
Purchases 
 
 
 75
Issuances 
 63
 24
 
Sales 
 
 
 (30)
Settlements (36) (83) (27) (5)
Transfers out of Level 3 
 
 
 (13)
Balance at June 30, 2017 $474
 $1,052
 $3
 $394
         
Balance at January 1, 2018 $432
 1,056
 $3
 $404
Total realized and unrealized gains (losses):        
Included in earnings 6
 91
 1
 11
Included in unrealized net holding gains (losses) in OCI 14
 
 
 
Purchases 
 
 
 27
Issuances 
 83
 6
 
Sales 
 
 
 (24)
Settlements (27) (87) (6) (19)
Balance at June 30, 2018 $425
 $1,143
 $4
 $399
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held at June 30, 2018 $6
 $91
 $4
 $11
Primary income statement location of realized gains (losses) included in earnings Interest income Mortgage banking income Mortgage banking income Other income


BB&T’s policy is to recognize transfers between levels as of the end of a reporting period. There were no transfers between Level 1 and Level 2 for 2018 and 2017.



The non-agency MBS categorized as Level 3 represent ownership interests in various tranches of Re-REMIC trusts. These securities are valued at a discount, which is unobservable in the market, to the fair value of the underlying securities owned by the trusts. The Re-REMIC tranches do not have an active market and therefore are categorized as Level 3. At June 30, 2018,2019, the fair value of Re-REMIC non-agency MBS represented a discount of 16.9%21.7% to the fair value of the underlying securities owned by the Re-REMIC trusts.


The majority of private equity investments are in SBIC qualified funds, which primarily focus on equity and subordinated debt investments in privately-held middle market companies. The majority of these VIE investments are not redeemable and distributions are received as the underlying assets of the funds liquidate. The timing of distributions, which are expected to occur on various dates on an approximately ratable basis through 2026,2029, is uncertain and dependent on various events such as recapitalizations, refinance transactions and ownership changes among others. As of June 30, 2018,2019, restrictions on the ability to sell the investments include, but are not limited to, consent of a majority member or general partner approval for transfer of ownership. These investments are spread over numerous privately-held middle market companies, and thus the sensitivity to a change in fair value for any single investment is limited. The significant unobservable inputs for these investments are EBITDA multiples that ranged from 5x6x to 14x,12x, with a weighted average of 9x, at June 30, 2018.2019.


The following table details the fair value and UPB of LHFS that were elected to be carried at fair value:
  June 30, 2019 December 31, 2018
(Dollars in millions) Fair Value UPB Difference Fair Value UPB Difference
LHFS at fair value $1,237
 $1,221
 $16
 $988
 $975
 $13

  June 30, 2018 December 31, 2017
(Dollars in millions) Fair Value UPB Difference Fair Value UPB Difference
LHFS reported at fair value $1,615
 $1,596
 $19
 $1,099
 $1,084
 $15

Excluding government guaranteed, LHFS that were nonperforming or 90 days or more past due and still accruing interest were not material at June 30, 2018.2019.


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

 2019 2018
As of / For The Six Months Ended June 30,
(Dollars in millions)
 Carrying Value Valuation Adjustments Carrying Value Valuation Adjustments
Impaired loans $113
 $(20) $174
 $(22)
Foreclosed real estate 36
 (117) 43
 (114)
As of / For The Six Months Ended June 30, 2018 2017
(Dollars in millions) Carrying Value Valuation Adjustments Carrying Value Valuation Adjustments
Impaired loans $174
 $(22) $190
 $(14)
Foreclosed real estate 43
 (114) 48
 (126)

 
For financial instruments not recorded at fair value, estimates of fair value are based on relevant market data and information about the instrument. Values obtained relate to one trading unit without regard to any premium or discount that may result from concentrations of ownership, possible tax ramifications, estimated transaction costs that may result from bulk sales or the relationship between various instruments.
 
An active market does not exist for certain financial instruments. Fair value estimates for these instruments are based on current economic conditions, currency and interest rate risk characteristics, loss experience and other factors. Many of these estimates involve uncertainties and matters of significant judgment and cannot be determined with precision. Therefore, the fair value estimates in many instances cannot be substantiated by comparison to independent markets and, in many cases, may not be realizable in a current sale of the instrument. In addition, changes in assumptions could significantly affect these fair value estimates. The following assumptions were used to estimate the fair value of these financial instruments.
 
Cash and cash equivalents and restricted cash: For these short-term instruments, the carrying amounts are a reasonable estimate of fair values.
 
HTM securities: The fair values of HTM securities are based on a market approach using observable inputs such as benchmark yields and securities, TBA prices, reported trades, issuer spreads, current bids and offers, monthly payment information and collateral performance.
 
Loans receivable: The fair values for loans are estimated using discounted cash flow analyses, applying interest rates currently being offered for loans with similar terms and credit quality, which are deemed to be indicative of orderly transactions in the current market. For commercial loans and leases, discount rates may be adjusted to address additional credit risk on lower risk grade instruments. For residential mortgage and other consumer loans, internal prepayment risk models are used to adjust contractual cash flows. Loans are aggregated into pools of similar terms and credit quality and discounted using a LIBOR based rate. The carrying amounts of accrued interest approximate fair values.





Deposit liabilities: The fair values for demand deposits are equal to the amount payable on demand. Fair values for CDs are estimated using a discounted cash flow calculation that applies current interest rates to aggregate expected maturities. BB&T has developed long-term relationships with its deposit customers, commonly referred to as CDIs, that have not been considered in the determination of the deposit liabilities' fair value.
 
Short-term borrowings: The carrying amounts of short-term borrowings, excluding securities sold short, approximate their fair values.
 
Long-term debt: The fair values of long-term debt instruments are estimated based on quoted market prices for the instrument if available, or for similar instruments if not available, or by using discounted cash flow analyses, based on current incremental borrowing rates for similar types of instruments.


Contractual commitments: The fair values of commitments are estimated using the fees charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The fair values of guarantees and letters of credit are estimated based on the counterparties' creditworthiness and average default rates for loan products with similar risks. These respective fair value measurements are categorized within Level 3 of the fair value hierarchy. Retail lending and revolving credit commitments are assigned nohave an immaterial fair value as BB&T typically has the ability to cancel such commitments by providing notice to the borrower.commitments.
 
Financial assets and liabilities not recorded at fair value are summarized below:
  June 30, 2019 December 31, 2018
(Dollars in millions)Fair Value HierarchyCarrying Amount Fair Value Carrying Amount Fair Value
Financial assets:        
HTM securitiesLevel 2$19,487
 $19,565
 $20,552
 $20,047
Loans and leases HFI, net of ALLLLevel 3150,991
 150,295
 147,455
 145,591
Financial liabilities:  
  
  
  
Time depositsLevel 215,070
 15,141
 16,577
 16,617
Long-term debtLevel 222,640
 23,005
 23,709
 23,723

  June 30, 2018 December 31, 2017
(Dollars in millions)Fair Value HierarchyCarrying Amount Fair Value Carrying Amount Fair Value
Financial assets:        
HTM securitiesLevel 2$21,749
 $21,080
 $23,027
 $22,837
Loans and leases HFI, net of ALLLLevel 3144,653
 143,345
 142,211
 141,664
Financial liabilities:  
  
  
  
Time depositsLevel 214,781
 14,817
 13,170
 13,266
Long-term debtLevel 224,081
 24,155
 23,648
 23,885


The following is a summary of selected information pertaining to off-balance sheet financial instruments:
 June 30, 2019 December 31, 2018
(Dollars in millions)Notional/Contract Amount Fair Value Notional/Contract Amount Fair Value
Commitments to extend, originate or purchase credit$75,677
 $262
 $72,435
 $280
Residential mortgage loans sold with recourse387
 3
 419
 3
CRE mortgages serviced for others covered by recourse provisions4,691
 6
 4,699
 6
Letters of credit2,269
 16
 2,389
 18



  June 30, 2018 December 31, 2017
(Dollars in millions) Notional/Contract Amount 
Fair
Value
 Notional/Contract Amount Fair
Value
Commitments to extend, originate or purchase credit $70,601
 $312
 $67,860
 $259
Residential mortgage loans sold with recourse 452
 5
 490
 5
Other loans sold with recourse 4,475
 5
 4,153
 5
Letters of credit 2,465
 20
 2,466
 21




NOTE 14. 16. Derivative Financial Instruments


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




Impact of Derivatives on the Consolidated Balance Sheets


The fair valuesIn the second quarter of derivative instruments2019, BB&T began applying the offsetting provisions for contracts that are covered by legally enforceable master netting agreements. Application of these provisions was not material to BB&T's consolidated financial statements. Gross amounts are presented on a gross basis in other assets or other liabilities in the Consolidated Balance Sheets. Master netting arrangements allow counterparties to offset certain net derivative assets and liabilities with a defaulting party in determining the net termination amount. Collateral practices mitigate the potential loss impact to affected parties by requiring liquid collateral to be posted on a daily basis to secure the aggregate net exposure. Cash collateral is recorded in restricted cash and interest-bearing deposits in the Consolidated Balance Sheet. BB&T utilizes LCH Limited to clear swaps that are required to be cleared under the Dodd-Frank Act. Effective January 16,December 31, 2018 LCH Limited rules were modified to treat variation margin payments as settlements of exposure instead of collateral. At June 30, 2018, settlements are applied against the fair value of the related derivative contracts in the table below.



consolidated balance sheet. The following table presents the notional amount and estimated fair value of derivative instruments:
    June 30, 2019 December 31, 2018
  Hedged Item or Transaction Notional Amount Fair Value Notional Amount Fair Value
(Dollars in millions)   Gain Loss  Gain Loss
Cash flow hedges:              
Interest rate contracts:              
Pay fixed swaps 3 mo. LIBOR funding $2,500
 $
 $
 $6,500
 $
 $
Fair value hedges:    
  
  
      
Interest rate contracts:    
  
  
      
Receive fixed swaps Long-term debt 11,529
 108
 (25) 12,908
 5
 (74)
Options Long-term debt 4,785
 
 (2) 4,785
 
 (2)
Pay fixed swaps Commercial loans 419
 
 
 505
 2
 
Pay fixed swaps Municipal securities 151
 
 
 259
 
 
Total   16,884
 108
 (27) 18,457
 7
 (76)
Not designated as hedges:    
  
  
  
  
  
Client-related and other risk management:  
  
  
  
  
  
Interest rate contracts:    
  
  
  
  
  
Receive fixed swaps   12,709
 471
 (6) 11,577
 128
 (98)
Pay fixed swaps   12,520
 1
 (68) 11,523
 19
 (32)
Other   1,342
 2
 (3) 1,143
 2
 (3)
Forward commitments   5,345
 20
 (27) 2,883
 11
 (13)
Foreign exchange contracts 524
 1
 (3) 529
 5
 (2)
Total   32,440
 495
 (107) 27,655
 165
 (148)
Mortgage banking:    
  
  
  
  
  
Interest rate contracts:    
  
  
  
  
  
Interest rate lock commitments 1,779
 18
 (1) 702
 12
 
When issued securities, forward rate agreements and forward commitments 2,339
 3
 (28) 1,753
 2
 (20)
Other   56
 
 
 271
 2
 (1)
Total   4,174
 21
 (29) 2,726
 16
 (21)
MSRs:    
  
  
  
  
  
Interest rate contracts:    
  
  
  
  
  
Receive fixed swaps   3,381
 
 
 4,328
 
 
Pay fixed swaps   2,442
 1
 
 3,224
 
 
Options   1,203
 22
 
 3,155
 48
 (2)
When issued securities, forward rate agreements and forward commitments 1,841
 9
 (4) 1,590
 10
 
Other   102
 
 
 103
 
 
Total   8,969
 32
 (4) 12,400
 58
 (2)
Total derivatives not designated as hedges 45,583
 548
 (140) 42,781
 239
 (171)
Total derivatives   $64,967
 656
 (167) $67,738
 246
 (247)
Gross amounts in the Consolidated Balance Sheets:   
  
  
  
  
Amounts subject to master netting arrangements   (57) 57
  
 (47) 47
Cash collateral (received) posted for amounts subject to master netting arrangements  
 (101) 75
  
 (53) 82
Net amount    
 $498
 $(35)  
 $146
 $(118)
               
Derivative instruments under master netting agreements   $159
 $(141)   $102
 $(131)
Derivative instruments not under master netting agreements   497
 (26)   144
 (116)
Total derivatives     $656
 $(167)   $246
 $(247)

    June 30, 2018 December 31, 2017
  Hedged Item or Transaction 
Notional
Amount
 Fair Value 
Notional
Amount
 Fair Value
(Dollars in millions)   Gain Loss  Gain Loss
Cash flow hedges:              
Interest rate contracts:              
Pay fixed swaps 3 mo. LIBOR funding $6,500
 $
 $
 $6,500
 $
 $(126)
Fair value hedges:    
  
  
      
Interest rate contracts:    
  
  
      
Receive fixed swaps Long-term debt 13,461
 
 (130) 15,538
 118
 (166)
Options Long-term debt 5,337
 
 (1) 6,087
 
 (1)
Pay fixed swaps Commercial loans 549
 2
 
 416
 5
 (1)
Pay fixed swaps Municipal securities 259
 
 
 231
 
 (76)
Total   19,606
 2
 (131) 22,272
 123
 (244)
Not designated as hedges:    
  
  
  
  
  
Client-related and other risk management:  
  
  
  
  
  
Interest rate contracts:    
  
  
  
  
  
Receive fixed swaps   11,141
 54
 (195) 10,880
 141
 (61)
Pay fixed swaps   11,157
 38
 (30) 10,962
 59
 (155)
Other   1,656
 4
 (4) 1,658
 4
 (4)
Forward commitments   4,356
 8
 (7) 3,549
 3
 (2)
Foreign exchange contracts 555
 4
 (3) 470
 3
 (6)
Total   28,865
 108
 (239) 27,519
 210
 (228)
Mortgage banking:    
  
  
  
  
  
Interest rate contracts:    
  
  
  
  
  
Interest rate lock commitments 1,269
 8
 (4) 1,308
 7
 (3)
When issued securities, forward rate agreements and forward commitments 3,910
 5
 (10) 3,124
 4
 (3)
Other   352
 2
 
 182
 1
 
Total   5,531
 15
 (14) 4,614
 12
 (6)
MSRs:    
  
  
  
  
  
Interest rate contracts:    
  
  
  
  
  
Receive fixed swaps   3,553
 
 
 4,498
 15
 (86)
Pay fixed swaps   2,747
 
 
 3,418
 32
 (13)
Options   3,565
 63
 (10) 4,535
 50
 (11)
When issued securities, forward rate agreements and forward commitments 1,060
 4
 (1) 1,813
 1
 
Other   
 
 
 3
 
 
Total   10,925
 67
 (11) 14,267
 98
 (110)
Total derivatives not designated as hedges 45,321
 190
 (264) 46,400
 320
 (344)
Total derivatives   $71,427
 192
 (395) $75,172
 443
 (714)
Gross amounts not offset in the Consolidated Balance Sheets:   
  
  
  
  
Amounts subject to master netting arrangements not offset due to policy election   (67) 67
  
 (297) 297
Cash collateral (received) posted  
 (59) 120
  
 (20) 344
Net amount    
 $66
 $(208)  
 $126
 $(73)



The following table presents additional information for fair value hedging relationships:
  June 30, 2019 December 31, 2018
    Hedge Basis Adjustment   Hedge Basis Adjustment
(Dollars in millions) Hedged Asset / Liability Basis Items Currently Designated Items No Longer Designated Hedged Asset / Liability Basis Items Currently Designated Items No Longer Designated
AFS securities $467
 $13
 $56
 $493
 $5
 $54
Loans and leases 572
 21
 (1) 562
 
 (3)
Long-term debt 13,652
 212
 (1) 15,397
 (98) 12

  June 30, 2018 December 31, 2017
    Hedge Basis Adjustment   Hedge Basis Adjustment
(Dollars in millions) Carrying Amount Items Currently Designated Items No Longer Designated Carrying Amount Items Currently Designated Items No Longer Designated
AFS securities $490
 $1
 $57
 $533
 $64
 $10
Loans and leases 581
 (7) (3) 511
 (5) 
Long-term debt 16,041
 (314) 127
 16,917
 (49) 140




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


No portion of the change in fair value of derivatives designated as hedges has been excluded from effectiveness testing.
The following table summarizes amounts related to cash flow hedges, which consist of interest rate contracts. Prior amounts and presentation were not conformed to new hedge accounting guidance that was adopted in 2018.contracts:
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended June 30, Six Months Ended June 30,
(Dollars in millions)2018 2017 2018 20172019 2018 2019 2018
Pre-tax gain (loss) recognized in OCI:              
Deposits$8
   $29
  $(33) $8
 $(43) $29
Short-term borrowings2
   2
  12
 2
 2
 2
Long-term debt21
   93
  (58) 21
 (78) 93
Total$31
 $(47) $124
 $(43)$(79) $31
 (119) $124
Pre-tax gain (loss) reclassified from AOCI into interest expense:              
Deposits$(1)   (3)  $(1) (1) 1
 (3)
Short-term borrowings
   
  
 
 1
 
Long-term debt(2)   (11)  (1) (2) 1
 (11)
Total$(3) $6
 $(14) $14
$(2) $(3) $3
 $(14)


The following table summarizes the impact on net interest income related to fair value hedges, which consist of interest rate contracts. Prior period amounts and presentation were not conformed to new hedge accounting guidance that was adopted in 2018.contracts:
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended June 30, Six Months Ended June 30,
(Dollars in millions)2018 2017 2018 20172019 2018 2019 2018
AFS securities:      

      

Amounts related to interest settlements$(2)   $(4)  $
 $(2) $
 $(4)
Recognized on derivatives5
   16
  (10) 5
 (17) 16
Recognized on hedged items(5)   (16)  8
 (5) 13
 (16)
Net income (expense) recognized(2) $(4) (4) $(8)(2) (2) (4) $(4)
Loans and leases:              
Amounts related to interest settlements(1)   (1)  
 (1) 
 (1)
Recognized on derivatives3
   6
  (14) 3
 (22) 6
Recognized on hedged items(3)   (6)  14
 (3) 22
 (6)
Net income (expense) recognized(1) (1) (1) (1)
 (1) 
 (1)
Long-term debt:

 

 

 



 

 

 

Amounts related to interest settlements(7)   1
  (16) (7) (38) 1
Recognized on derivatives(62)   (243)  192
 (62) 308
 (243)
Recognized on hedged items75
   267
  (188) 75
 (296) 267
Net income (expense) recognized6
 42
 25
 88
(12) 6
 (26) 25
Net income (expense) recognized, total$3
 $37
 $20
 $79
$(14) $3
 $(30) $20



The following table presents pre-tax gain (loss) recognized in income for derivative instruments not designated as hedges:
  Three Months Ended June 30, Six Months Ended June 30,
(Dollars in millions) 2019 2018 2019 2018
Client-related and other risk management:  
  
    
Interest rate contractsOther noninterest income$16
 $10
 $26
 $25
Foreign exchange contractsOther noninterest income(1) 6
 1
 13
Mortgage banking:      
  
Interest rate contractsMortgage banking income(2) (8) (5) (4)
MSRs:      
  
Interest rate contractsMortgage banking income83
 (23) 137
 (90)
Total $96
 $(15) $159
 $(56)

  Three Months Ended June 30, Six Months Ended June 30,
(Dollars in millions)Location2018 2017 2018 2017
Client-related and other risk management:  
  
    
Interest rate contractsOther noninterest income$10
 $16
 $25
 $27
Foreign exchange contractsOther noninterest income6
 (3) 13
 (5)
Mortgage banking:      
  
Interest rate contractsMortgage banking income(8) 10
 (4) (5)
MSRs:      
  
Interest rate contractsMortgage banking income(23) 23
 (90) 3
Total $(15) $46
 $(56) $20




The following table presents information about BB&T's cash flow and fair value hedges:
(Dollars in millions) Jun 30, 2019 Dec 31, 2018
Cash flow hedges:    
Net unrecognized after-tax gain (loss) on active hedges recorded in AOCI $(12) $(18)
Net unrecognized after-tax gain (loss) on terminated hedges recorded in AOCI (to be recognized in earnings through 2022) (112) (13)
Estimated portion of net after-tax gain (loss) on active and terminated hedges to be reclassified from AOCI into earnings during the next 12 months (45) 4
Maximum time period over which BB&T has hedged a portion of the variability in future cash flows for forecasted transactions excluding those transactions relating to the payment of variable interest on existing instruments 1 year
 4 years
Fair value hedges:  
  
Unrecognized pre-tax net gain (loss) on terminated hedges (to be recognized as interest primarily through 2029) $(56) $(39)
Portion of pre-tax net gain (loss) on terminated hedges to be recognized as a change in interest during the next 12 months (1) 15
(Dollars in millions) Jun 30, 2018 Dec 31, 2017
Cash flow hedges:    
Net unrecognized after-tax gain (loss) on active hedges recorded in AOCI $18
 $(96)
Net unrecognized after-tax gain (loss) on terminated hedges recorded in AOCI (to be recognized in earnings through 2022) (5) 3
Estimated portion of net after-tax gain (loss) on active and terminated hedges to be reclassified from AOCI into earnings during the next 12 months 7
 (25)
Maximum time period over which BB&T has hedged a portion of the variability in future cash flows for forecasted transactions excluding those transactions relating to the payment of variable interest on existing instruments 4 years
 5 years
Fair value hedges:  
  
Unrecognized pre-tax net gain on terminated hedges (to be recognized as interest primarily through 2025) $73
 $129
Portion of pre-tax net gain on terminated hedges to be recognized as a change in interest during the next 12 months 36
 49

 
Derivatives Credit Risk – Dealer Counterparties
 
Credit risk related to derivatives arises when amounts receivable from a counterparty exceed those payable to the same counterparty. The risk of loss is addressed by subjecting dealer counterparties to credit reviews and approvals similar to those used in making loans or other extensions of credit and by requiring collateral. Dealer counterparties operate under agreements to provide cash and/or liquid collateral when unsecured loss positions exceed minimal limits.
 
Derivative contracts with dealer counterparties settle on a monthly, quarterly or semiannual basis, with daily movement of collateral between counterparties required within established netting agreements. BB&T only transacts with dealer counterparties with strong credit standings.
 
Derivatives Credit Risk – Central Clearing Parties
 
With the exception of the central clearing party used for TBA transactions that does not post variation margin to BB&T, central clearing parties exchange cash on a daily basis to settle changes in exposure. Certain derivatives are cleared through central clearing parties that require initial margin collateral. Initial margin collateral requirements are established on varying bases, with such amounts generally designed to offset the risk of non-payment. Initial margin is generally calculated by applying the maximum loss experienced in value over a specified time horizon to the portfolio of existing trades.

Derivatives Credit Risk – Risk Participation Agreements

BB&T has entered into risk participation agreements to share the credit exposure with other financial institutions on client-related interest rate derivative contracts. These amounts are included with other client-related and other risk management interest rate contracts in the table presenting the impact of derivatives on the consolidated balance sheets. The following table presents additional information related to interest rate derivative risk participation agreements:
(Dollars in millions)Jun 30, 2019 Dec 31, 2018
Notional amount$752
 $446
Maximum exposure assuming all underlying third party customers referenced in the interest rate contracts defaulted in a zero LIBOR rate environment47
 26




The following table summarizes collateral positions with counterparties:
(Dollars in millions)Jun 30, 2018 Dec 31, 2017Jun 30, 2019 Dec 31, 2018
Dealer Counterparties:   
Dealer counterparties:   
Cash collateral received from dealer counterparties$61
 $21
$103
 $56
Derivatives in a net gain position secured by collateral received59
 22
102
 55
Unsecured positions in a net gain with dealer counterparties after collateral postings1
 2
1
 2
Cash collateral posted to dealer counterparties113
 172
62
 75
Derivatives in a net loss position secured by collateral received115
 171
60
 76
Additional collateral that would have been posted had BB&T's credit ratings dropped below investment grade2
 

 1
Central Clearing Parties:   
Central clearing parties:   
Cash collateral, including initial margin, posted to central clearing parties21
 177
21
 17
Derivatives in a net loss position7
 176
24
 8
Securities pledged to central clearing parties120
 91
138
 124




NOTE 15. 17. Computation of EPS
 
Basic and diluted EPS calculations are presented in the following table:
 Three Months Ended June 30, Six Months Ended June 30,
(Dollars in millions, except per share data, shares in thousands)2019 2018 2019 2018
Net income available to common shareholders$842
 $775
 $1,591
 $1,520
Weighted average number of common shares765,958
 775,836
 765,052
 777,716
Effect of dilutive outstanding equity-based awards8,645
 9,914
 9,277
 10,646
Weighted average number of diluted common shares774,603
 785,750
 774,329
 788,362
Basic EPS$1.10
 $1.00
 $2.08
 $1.95
Diluted EPS$1.09
 $0.99
 $2.06
 $1.93
Anti-dilutive awards26
 
 18
 45
 Three Months Ended June 30, Six Months Ended June 30,
(Dollars in millions, except per share data, shares in thousands)2018 2017 2018 2017
Net income available to common shareholders$775
 $631
 $1,520
 $1,009
        
Weighted average number of common shares775,836
 808,980
 777,716
 809,439
Effect of dilutive outstanding equity-based awards9,914
 10,409
 10,646
 11,633
Weighted average number of diluted common shares785,750
 819,389
 788,362
 821,072
        
Basic EPS$1.00
 $0.78
 $1.95
 $1.25
Diluted EPS$0.99
 $0.77
 $1.93
 $1.23
        
Anti-dilutive awards
 187
 45
 297

 
NOTE 16. 18. Operating Segments
 
BB&T's business segment structure aligns with how management reviews performance and makes decisions by client, segment and business unit. There are four major reportable business segments: CB-Retail, CB-Commercial, IH&PFFS&CF and FS&CF.IH. In addition, there is an OT&C segment. For additional information, see Note 1919. Operating Segments of the Annual Report on Form 10-K for the year ended December 31, 2017.2018.

Three Months Ended June 30, CB-Retail CB-Commercial FS&CF
(Dollars in millions) 2018 2017 2018 2017 2018 2017
Net interest income (expense) $853
 $853
 $491
 $430
 $169
 $145
Net intersegment interest income (expense) 70
 39
 54
 95
 19
 38
Segment net interest income 923
 892
 545
 525
 188
 183
Allocated provision for credit losses 110
 118
 42
 46
 (4) (17)
Segment net interest income after provision 813
 774
 503
 479
 192
 200
Noninterest income 354
 353
 108
 109
 303
 297
Noninterest expense 667
 682
 254
 320
 312
 300
Income (loss) before income taxes 500
 445
 357
 268
 183
 197
Provision (benefit) for income taxes 123
 166
 80
 91
 38
 63
Segment net income (loss) $377
 $279
 $277
 $177
 $145
 $134
             
Identifiable assets (period end) $72,577
 $72,791
 $57,009
 $55,680
 $30,446
 $29,097
             
  IH&PF OT&C (1) Total
  2018 2017 2018 2017 2018 2017
Net interest income (expense) $29
 $25
 $115
 $182
 $1,657
 $1,635
Net intersegment interest income (expense) (7) (5) (136) (167) 
 
Segment net interest income 22
 20
 (21) 15
 1,657
 1,635
Allocated provision for credit losses 
 1
 (13) (13) 135
 135
Segment net interest income after provision 22
 19
 (8) 28
 1,522
 1,500
Noninterest income 484
 485
 (27) (24) 1,222
 1,220
Noninterest expense 408
 408
 79
 32
 1,720
 1,742
Income (loss) before income taxes 98
 96
 (114) (28) 1,024
 978
Provision (benefit) for income taxes 25
 36
 (64) (52) 202
 304
Segment net income (loss) $73
 $60
 $(50) $24
 $822
 $674
             
Identifiable assets (period end) $6,321
 $6,275
 $56,328
 $57,349
 $222,681
 $221,192


Six Months Ended June 30, CB-Retail CB-Commercial FS&CF
(Dollars in millions) 2018 2017 2018 2017 2018 2017
Net interest income (expense) $1,690
 $1,695
 $955
 $836
 $328
 $275
Net intersegment interest income (expense) 119
 73
 124
 196
 37
 78
Segment net interest income 1,809
 1,768
 1,079
 1,032
 365
 353
Allocated provision for credit losses 232
 247
 79
 50
 (9) (11)
Segment net interest income after provision 1,577
 1,521
 1,000
 982
 374
 364
Noninterest income 693
 684
 213
 211
 604
 577
Noninterest expense 1,340
 1,355
 508
 627
 613
 587
Income (loss) before income taxes 930
 850
 705
 566
 365
 354
Provision (benefit) for income taxes 229
 317
 158
 194
 76
 111
Segment net income (loss) $701
 $533
 $547
 $372
 $289
 $243
             
Identifiable assets (period end) $72,577
 $72,791
 $57,009
 $55,680
 $30,446
 $29,097
             
  IH&PF OT&C (1) Total
  2018 2017 2018 2017 2018 2017
Net interest income (expense) $55
 $48
 $262
 $390
 $3,290
 $3,244
Net intersegment interest income (expense) (13) (9) (267) (338) 
 
Segment net interest income 42
 39
 (5) 52
 3,290
 3,244
Allocated provision for credit losses 1
 3
 (18) (6) 285
 283
Segment net interest income after provision 41
 36
 13
 58
 3,005
 2,961
Noninterest income 923
 948
 (31) (29) 2,402
 2,391
Noninterest expense 783
 808
 162
 467
 3,406
 3,844
Income (loss) before income taxes 181
 176
 (180) (438) 2,001
 1,508
Provision (benefit) for income taxes 46
 66
 (121) (280) 388
 408
Segment net income (loss) $135
 $110
 $(59) $(158) $1,613
 $1,100
             
Identifiable assets (period end) $6,321
 $6,275
 $56,328
 $57,349
 $222,681
 $221,192



The following table presents results by segment:
Three Months Ended June 30,
(Dollars in millions)
CB-Retail CB-Commercial FS&CF
2019 2018 2019 2018 2019 2018
Net interest income (expense)$850
 $853
 $541
 $491
 $197
 $169
Net intersegment interest income (expense)126
 69
 47
 54
 13
 19
Segment net interest income976
 922
 588
 545
 210
 188
Allocated provision for credit losses123
 110
 39
 43
 14
 (4)
Segment net interest income after provision853
 812
 549
 502
 196
 192
Noninterest income387
 355
 114
 110
 329
 303
Noninterest expense654
 659
 255
 254
 311
 312
Income (loss) before income taxes586
 508
 408
 358
 214
 183
Provision (benefit) for income taxes141
 125
 89
 80
 45
 38
Segment net income (loss)$445
 $383
 $319
 $278
 $169
 $145
            
 IH OT&C (1) Total
 2019 2018 2019 2018 2019 2018
Net interest income (expense)$35
 $29
 $67
 $115
 $1,690
 $1,657
Net intersegment interest income (expense)(10) (7) (176) (135) 
 
Segment net interest income25
 22
 (109) (20) 1,690
 1,657
Allocated provision for credit losses2
 
 (6) (14) 172
 135
Segment net interest income after provision23
 22
 (103) (6) 1,518
 1,522
Noninterest income570
 484
 (48) (30) 1,352
 1,222
Noninterest expense444
 408
 87
 87
 1,751
 1,720
Income (loss) before income taxes149
 98
 (238) (123) 1,119
 1,024
Provision (benefit) for income taxes38
 25
 (79) (66) 234
 202
Segment net income (loss)$111
 $73
 $(159) $(57) $885
 $822
            
Six Months Ended June 30,
(Dollars in millions)
CB-Retail CB-Commercial FS&CF
2019 2018 2019 2018 2019 2018
Net interest income (expense)$1,693
 $1,690
 $1,077
 $955
 $386
 $328
Net intersegment interest income (expense)235
 117
 91
 124
 34
 37
Segment net interest income1,928
 1,807
 1,168
 1,079
 420
 365
Allocated provision for credit losses253
 232
 58
 80
 15
 (9)
Segment net interest income after provision1,675
 1,575
 1,110
 999
 405
 374
Noninterest income709
 695
 223
 216
 613
 604
Noninterest expense1,299
 1,319
 506
 507
 608
 613
Income (loss) before income taxes1,085
 951
 827
 708
 410
 365
Provision (benefit) for income taxes261
 234
 180
 159
 85
 76
Segment net income (loss)$824
 $717
 $647
 $549
 $325
 $289
            
Identifiable assets (period end)$76,246
 $72,696
 $56,450
 $57,011
 $33,595
 $30,446
            
 IH OT&C (1) Total
 2019 2018 2019 2018 2019 2018
Net interest income (expense)$69
 $55
 $161
 $262
 $3,386
 $3,290
Net intersegment interest income (expense)(21) (13) (339) (265) 
 
Segment net interest income48
 42
 (178) (3) 3,386
 3,290
Allocated provision for credit losses5
 1
 (4) (19) 327
 285
Segment net interest income after provision43
 41
 (174) 16
 3,059
 3,005
Noninterest income1,085
 923
 (76) (36) 2,554
 2,402
Noninterest expense861
 783
 245
 184
 3,519
 3,406
Income (loss) before income taxes267
 181
 (495) (204) 2,094
 2,001
Provision (benefit) for income taxes68
 46
 (183) (127) 411
 388
Segment net income (loss)$199
 $135
 $(312) $(77) $1,683
 $1,613
            
Identifiable assets (period end)$7,162
 $6,321
 $57,419
 $56,207
 $230,872
 $222,681

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





ITEM 2.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the financial condition, results of operations, business plans and the future performance of BB&T that are based on the beliefs and assumptions of the management of BB&T and the information available to management at the time that these disclosures were prepared. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "may," "will," "should," "could," and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. Such factors include, but are not limited to, the following:
l
general economic or business conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, slower deposit and/or asset growth, and a deterioration in credit quality and/or a reduced demand for credit, insurance or other services;
l
disruptions to the national or global financial markets, including the impact of a downgrade of U.S. government obligations by one of the credit ratings agencies, the economic instability and recessionary conditions in Europe, the eventual exit of the United Kingdom from the European Union;
l
changes in the interest rate environment, including interest rate changes made by the Federal Reserve, as well as cash flow reassessments may reduce net interest margin and/or the volumes and values of loans and deposits as well as the value of other financial assets and liabilities;
l
competitive pressures among depository and other financial institutions may increase significantly;
l
legislative, regulatory or accounting changes, including changes resulting from the adoption and implementation of the Dodd-Frank Act may adversely affect the businesses in which BB&T is engaged;
l
local, state or federal taxing authorities may take tax positions that are adverse to BB&T;
l
a reduction may occur in BB&T's credit ratings;
l
adverse changes may occur in the securities markets;
l
competitors of BB&T may have greater financial resources or develop products that enable them to compete more successfully than BB&T and may be subject to different regulatory standards than BB&T;
l
cybersecurity risks could adversely affect BB&T's business and financial performance or reputation, and BB&T could be liable for financial losses incurred by third parties due to breaches of data shared between financial institutions;
l
higher-than-expected costs related to information technology infrastructure or a failure to successfully implement future system enhancements could adversely impact BB&T's financial condition and results of operations and could result in significant additional costs to BB&T;
l
natural or other disasters, including acts of terrorism, could have an adverse effect on BB&T, materially disrupting BB&T's operations or the ability or willingness of customers to access BB&T's products and services;
l
costs related to the integration of the businesses of BB&T and its merger partners may be greater than expected;
l
failure to execute on strategic or operational plans, including the ability to successfully complete and/or integrate mergers and acquisitions or fully achieve expected cost savings or revenue growth associated with mergers and acquisitions within the expected time frames could adversely impact financial condition and results of operations;
l
significant litigation and regulatory proceedings could have a material adverse effect on BB&T;
l
unfavorable resolution of legal proceedings or other claims and regulatory and other governmental investigations or other inquiries could result in negative publicity, protests, fines, penalties, restrictions on BB&T's operations or ability to expand its business and other negative consequences, all of which could cause reputational damage and adversely impact BB&T's financial conditions and results of operations;
l
risks resulting from the extensive use of models;
l
risk management measures may not be fully effective;
l
deposit attrition, customer loss and/or revenue loss following completed mergers/acquisitions may exceed expectations; and
l
widespread system outages, caused by the failure of critical internal systems or critical services provided by third parties, could adversely impact BB&T's financial condition and results of operations.

These and other risk factors are more fully described in this report and in BB&T's Annual Report on Form 10-K for the year ended December 31, 2017 under the sections entitled "Item 1A. Risk Factors" and from time to time, in other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed in or implied by any forward-looking statements. Except to the extent required by applicable law or regulation, BB&T undertakes no obligation to revise or update publicly any forward-looking statements for any reason. Readers should, however, consult any further disclosures of a forward-looking nature BB&T may make in any subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.



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


Regulatory Considerations
 
The extensive regulatory framework applicable to financial institutions is intended primarily for the protection of depositors, the DIF and the stability of the financial system, rather than for the protection of shareholders and creditors. In addition to banking laws, regulations and regulatory agencies, BB&T is subject to various other laws, regulations, supervision and examination by other regulatory agencies, all of which affect the operations and management of BB&T and its ability to make distributions to shareholders. Refer to BB&T's Annual Report on Form 10-K for the year ended December 31, 20172018 for additional disclosures with respect to significant laws and regulations affecting BB&T.


OnIn April 10, 2018,2019, the banking regulators issued a proposal to simplify capital rules for large banks. The proposal introduces a “stress capital buffer," which would in part integrate the forward-looking stress test results with the non-stress capital requirements. The result would produce capital requirements for large banking organizations that are firm-specificFRB terminated its cease and risk-sensitive and reduce the overall number of capital ratios that must be met. The stress capital buffer would equal the decrease in a firm’s CET1 capital ratio in CCAR plus four quarters of planned common stock dividends. A bank's stress capital buffer requirement would be subject to a floor of 2.5% of risk-weighted assets.

On May 14, 2018, the banking regulators issued a proposal that would revise the agencies' regulatory capital rules. The proposal identifies which allowances under the new current expected credit losses accounting standard would be eligible for inclusion in regulatory capital, provides banking organizations the option to phase in the day-one effects on regulatory capital that may result from the adoption of the new accounting standard, and amends certain regulatory disclosure requirements consistent with the new accounting standard. In addition, the agencies are proposing to make amendments to their stress testing regulations so that covered banking organizations that have adopted the new accounting standard would not include the effect of it on their provisioning for purposes of stress testing until the 2020 stress test cycle.

The Economic Growth, Regulatory Relief, and Consumer Protection Act was enacted on May 24, 2018. Effective upon enactment, the banking agencies require depository institutions to assign a heightened risk weight of 150% to high volatility CRE exposures, as defined in the new law. In addition, the bill amends the Federal Deposit Insurance Act to exclude a capped amount of reciprocal deposits from treatment as brokered deposits for qualifying institutions, effective upon enactment. BB&T began to report both items under the new rules of the bill for the second quarter of 2018.

During June 2018, the FDIC and the NCCOB terminated their consentdesist order with Branch Bank related to internal control within the BSA/AML Compliance Program.BB&T's anti-money laundering program. No money laundering activity was identified and no financial penalty was levied. BB&T continueslevied in relation to work closely withthis order.

In July 2019, the FRB to resolve its continuing order. Since early 2016, BB&T has made substantial enhancements to its AML compliance program, including significantfederal bank regulatory agencies issued a final rule that reduces regulatory burden by simplifying the capital treatment for mortgage servicing rights, certain deferred tax assets, investments in system upgrades, process improvementsthe capital instruments of unconsolidated financial institutions and the hiringminority interest. The final rule applies to non-advanced approaches banking organizations and placement of a highly experienced AML team to oversee these efforts.is effective April 1, 2020.


Executive SummaryOverview
 
Overview of Significant Events and Financial Results

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

On July 10, 2019, BB&T received regulatory approval from the NCCOB for the pending merger-of-equals with SunTrust. Management is continuing to work with regulators on the remaining approvals.
On July 16, 2019, BB&T and SunTrust announced the Truist Bank Community Benefits Plan under which the combined company will lend or invest $60 billion to low and moderate-income borrowers and communities over a three-year period from 2020 to 2022.
Management agreed on a one-time bonus to be paid to certain associates of Truist following the closing of the merger. The estimated bonus payments total approximately $70 million.
On July 24, 2019, BB&T and SunTrust Executives attended a U.S. House Committee on Financial Services hearing.
On July 30, 2019, BB&T and SunTrust shareholders approved the merger. In addition, BB&T's shareholders approved Truist Financial Corporation to be the name of the combined company.

Consolidated net income available to common shareholders for the second quarter of 20182019 was $775$842 million. On a diluted per common share basis, earnings for the second quarter of 20182019 were $0.99,$1.09, an increase of $0.22$0.10 compared to the second quarter of 2017.2018.
 
BB&T's results of operations for the second quarter of 20182019 produced an annualized return on average assets of 1.49%1.55% and an annualized return on average common shareholders' equity of 11.74%11.98%, compared to ratios for the same quarter of the prior year of 1.22%1.49% and 9.30%11.74%, respectively.


Total revenues on a TE basis were $2.9$3.1 billion for the second quarter of 2018,2019, an increase of $6$165 million compared to the same period in 2017 as taxable-equivalent2018, which reflects an increase of $35 million in TE net interest income and an increase of $130 million in noninterest income were essentially flat.income.


The provision for credit losses was $135$172 million flat compared to the earlier quarter. Net charge-offs$135 million for the second quarter of 2018 totaled $1092018. Net charge-offs were 0.38% of average loans and leases on an annualized basis for the second quarter of 2019, up eight basis point compared to the second quarter of 2018.



Noninterest income for the second quarter of 2019 was up $130 million compared to $132 million for the earlier quarter.quarter primarily due to increases in insurance income, mortgage banking income, and investment banking and brokerages fees and commissions.


Noninterest income was $1.2 billion, flat from the earlier quarter. Noninterest expense for the second quarter of 20182019 was $1.7 billion, down $22up $31 million compared to the earlier quarter. Excluding merger-related and restructuring charges and incremental operating expenses related to the merger, noninterest expense was down $36 million due to continued focus on expense control.up $23 million.


The provision for income taxes was $202$234 million for the second quarter of 2018,2019, compared to $304$202 million for the earlier quarter. This produced an effective tax rate for the second quarter of 20182019 of 19.7%20.9%, compared to 31.1%19.7% for the earlier quarter.

BB&T declared common dividends of $0.405 per share during the second quarter of 2019, which resulted in a dividend payout ratio of 36.8%. The provision for income taxes for the current quarter reflects the new lower federal tax rate.



The Company previously announced that the FRB accepted its capital plan and did not object to its proposed capital actions. The capital actions, which have been approved by BB&T's Board of Directors includeapproved a $0.03proposal to increase in the quarterly dividend 11.1% to $0.405 and$0.45 per share buybacks of up to $1.7 billion for the one-year period ending June 30, 2019.at their July meeting. As previously communicated, BB&T may not utilizehas suspended its share repurchase program due to the full share repurchases in order to maintain desired capital levels. On July 2, 2018, the acquisition of Regions Insurance was completed.merger-of-equals.


Analysis of Results of Operations


Net Interest Income and NIM
 
Second Quarter 20182019 compared to Second Quarter 20172018
 
Net interest income on a TE basis was $1.7 billion for the second quarter of 2018, flat2019, an increase of $35 million compared to the same period in 2017.2018. Interest income increased $152$214 million, which primarily reflects higher rates.rates and loan growth. Interest expense increased $148$179 million primarily due to higher funding costs reflecting the impact of rate increases.
 
Net interest margin was 3.45%3.42%, down three basis points compared to 3.47% for the second quarter of 2017.earlier quarter. Average earning assets increased $1.7$5.7 billion. The increase in average earningsearning assets reflects a $1.7 billion increase in average securities, a $1.4$5.8 billion increase in average total loans inclusive of a $1.3 billion decrease in indirect lending and a $1.5 billion decrease in average other earning assets.leases. Average interest-bearing liabilities increased $470 million compared to the earlier quarter, as the growth in earning assets was primarily funded by noninterest-bearing deposits, which increased $1.4$6.1 billion compared to the earlier quarter. Average interest-bearing deposits decreased $4.0increased $3.5 billion due to the decision to shift away from higher-cost rate sensitive deposits, which was offset by increases of $1.9and average short-term borrowings increased $3.0 billion, inwhile average long-term debt and $2.6 billion in average short-term borrowings.decreased $406 million. The annualized yield on the total loan portfolio for the second quarter of 20182019 was 4.70%5.05%, up 3435 basis points compared to the earlier quarter, reflecting the impact of rate increases. The annualized taxable-equivalent yield on the average securities portfolio was 2.53%2.62%, up fournine basis points compared to the earlier period.

The average annualized cost of total deposits was 0.68%, up 31 basis points compared to the earlier quarter. The average annualized cost of interest-bearing deposits was 0.57%1.02%, up 2745 basis points compared to the earlier quarter. The average annualized rate on long-term debt was 2.81%3.33%, up 9052 basis points compared to the earlier quarter. The average annualized rate on short-term borrowings was 1.77%2.40%, up 10763 basis points compared to the earlier quarter. The higher rates on interest-bearing liabilities reflect the impact of rate increases.


Six Months of 20182019 compared to Six Months of 20172018
 
Net interest income on a TE basis was $3.3$3.4 billion for the six months ended June 30, 2018,2019, an increase of $11$99 million compared to the same period in 2017. This increase2018. Interest income increased $467 million, which reflects a $281higher rates and loan growth. Interest expense increased $368 million increase in TE interest income, partially offset by a $270 million increase in funding costs. The increase in interest income was driven byprimarily due to higher overall yields. The increase in funding costs reflecting the impact of rate increases.

Net interest margin was driven by increases in interest rates.
The NIM was 3.45%3.47% for the six months ended June 30, 2018,2019, up two basis points compared to 3.47% for the same period of 2017.2018. The annualized TE yield for the total loan portfolio for the six months ended June 30, 2019 was 5.05%, up 42 basis points compared to the corresponding period of 2018. The increase was primarily due to rate increases. The annualized TE yield on the average securities portfolio for the six months ended June 30, 20182019 was 2.48%2.61%, up three13 basis points compared to the annualized yield earned during the same period of 2017. 2018.
The average annualized TE yield for thecost of total loan portfoliodeposits for the six months ended June 30, 20182019 was 4.63%0.66%, up 3032 basis points compared to the corresponding period of 2017.
prior year. The average annualized cost of interest-bearing deposits for the six months ended June 30, 20182019 was 0.52%0.99%, up 2447 basis points compared to the same period in the prior year. The average annualized rate on short-term borrowings was 1.60%2.37% for the six months ended June 30, 2018,2019, up 10277 basis points compared to the same period in 2017.2018. The average annualized rate on long-term debt for the six months ended June 30, 20182019 was 2.67%3.31%, up 8064 basis points compared to the same period in 2017.2018. The higher rates on interest-bearing liabilities reflect the impact of rate increases.


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






Table 1-1
TE Net Interest Income and Rate / Volume Analysis (1)
          
Three Months Ended June 30, Average Balances (6) Annualized Yield/Rate Income/Expense Increase Change due to
(Dollars in millions) 2018 2017 2018 2017 2018 2017 (Decrease) Rate Volume
Table 1-1: TE Net Interest Income and Rate / Volume Analysis (1)Table 1-1: TE Net Interest Income and Rate / Volume Analysis (1)
Three Months Ended June 30,
(Dollars in millions)
Average Balances (6) Annualized Yield/Rate Income/Expense 
Incr.
(Decr.)
 Change due to
2019 2018 2019 2018 2019 2018 Rate Volume
Assets  
  
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
  
Total securities, at amortized cost: (2)  
  
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
  
U.S. Treasury $3,537
 $4,761
 1.80% 1.73% $17
 $21
 $(4) $1
 $(5)$2,662
 $3,537
 2.04% 1.80% $14
 $17
 $(3) $2
 $(5)
GSE 2,384
 2,386
 2.23
 2.22
 14
 14
 
 
 
2,440
 2,384
 2.25
 2.23
 13
 14
 (1) 
 (1)
Agency MBS 39,777
 35,911
 2.44
 2.21
 241
 198
 43
 22
 21
40,112
 39,777
 2.57
 2.44
 258
 241
 17
 15
 2
States and political subdivisions 1,051
 1,879
 3.79
 5.29
 8
 25
 (17) (7) (10)566
 1,051
 4.37
 3.79
 6
 8
 (2) 1
 (3)
Non-agency MBS 354
 416
 17.35
 24.16
 17
 25
 (8) (5) (3)302
 354
 13.28
 17.35
 10
 17
 (7) (4) (3)
Other 42
 57
 3.26
 2.22
 
 
 
 
 
33
 42
 3.85
 3.26
 1
 
 1
 
 1
Total securities 47,145
 45,410
 2.53
 2.49
 297
 283
 14
 11
 3
46,115
 47,145
 2.62
 2.53
 302
 297
 5
 14
 (9)
Other earning assets (3) 2,197
 3,649
 2.24
 1.36
 13
 11
 2
 7
 (5)3,167
 2,197
 2.59
 2.24
 20
 13
 7
 2
 5
Loans and leases, net of unearned income: (4)(5)  
  
  
  
  
  
  
  
   
  
  
  
  
  
  
  
  
Commercial and industrial 59,548
 58,150
 3.92
 3.57
 580
 518
 62
 50
 12
62,563
 59,548
 4.35
 3.92
 679
 580
 99
 68
 31
CRE 21,546
 20,304
 4.64
 3.87
 246
 196
 50
 38
 12
20,748
 21,546
 5.03
 4.64
 260
 252
 8
 18
 (10)
Lease financing 1,862
 1,664
 3.05
 2.91
 12
 12
 
 
 
2,122
 1,862
 3.29
 3.05
 17
 12
 5
 2
 3
Residential mortgage 29,272
 29,392
 4.01
 4.01
 291
 295
 (4) 
 (4)32,066
 29,272
 4.00
 4.01
 321
 291
 30
 (1) 31
Direct 11,680
 12,000
 5.10
 4.55
 150
 135
 15
 18
 (3)11,506
 11,680
 5.80
 5.10
 166
 150
 16
 18
 (2)
Indirect 16,804
 18,127
 7.46
 6.83
 311
 309
 2
 26
 (24)17,879
 16,804
 7.99
 7.46
 356
 311
 45
 24
 21
Revolving credit 2,831
 2,612
 9.16
 8.78
 73
 57
 16
 6
 10
3,151
 2,831
 9.39
 9.16
 74
 67
 7
 2
 5
PCI 559
 825
 18.92
 17.94
 26
 37
 (11) 2
 (13)432
 559
 21.63
 18.92
 24
 26
 (2) 4
 (6)
Total loans and leases HFI 144,102
 143,074
 4.70
 4.37
 1,689
 1,559
 130
 140
 (10)150,467
 144,102
 5.05
 4.70
 1,897
 1,689
 208
 135
 73
LHFS 1,650
 1,253
 4.02
 3.65
 17
 11
 6
 1
 5
1,090
 1,650
 4.17
 4.02
 11
 17
 (6) 1
 (7)
Total loans and leases 145,752
 144,327
 4.70
 4.36
 1,706
 1,570
 136
 141
 (5)151,557
 145,752
 5.05
 4.70
 1,908
 1,706
 202
 136
 66
Total earning assets 195,094
 193,386
 4.14
 3.87
 2,016
 1,864
 152
 159
 (7)200,839
 195,094
 4.45
 4.14
 2,230
 2,016
 214
 152
 62
Nonearning assets 26,250
 27,632
  
  
  
  
  
  
  28,410
 26,250
  
  
  
  
  
  
  
Total assets $221,344
 $221,018
  
  
  
  
  
  
  $229,249
 $221,344
  
  
  
  
  
  
  
Liabilities and Shareholders' Equity  
  
  
  
  
  
  
  
   
  
  
  
  
  
  
  
  
Interest-bearing deposits:  
  
  
  
  
  
  
  
   
  
  
  
  
  
  
  
  
Interest-checking $26,969
 $28,849
 0.42
 0.22
 29
 15
 14
 15
 (1)$27,708
 $26,969
 0.65
 0.42
 45
 29
 16
 15
 1
Money market and savings 62,105
 64,294
 0.56
 0.29
 86
 47
 39
 41
 (2)63,394
 62,105
 1.03
 0.56
 163
 86
 77
 75
 2
Time deposits 13,966
 14,088
 0.86
 0.48
 30
 17
 13
 13
 
15,730
 13,966
 1.58
 0.86
 63
 30
 33
 29
 4
Foreign deposits - interest-bearing 673
 459
 1.77
 1.03
 3
 1
 2
 1
 1
379
 673
 2.43
 1.77
 2
 3
 (1) 1
 (2)
Total interest-bearing deposits 103,713
 107,690
 0.57
 0.30
 148
 80
 68
 70
 (2)
Total interest-bearing deposits (7)107,211
 103,713
 1.02
 0.57
 273
 148
 125
 120
 5
Short-term borrowings 5,323
 2,748
 1.77
 0.70
 23
 5
 18
 11
 7
8,367
 5,323
 2.40
 1.77
 50
 23
 27
 10
 17
Long-term debt 23,639
 21,767
 2.81
 1.91
 166
 104
 62
 52
 10
23,233
 23,639
 3.33
 2.81
 193
 166
 27
 30
 (3)
Total interest-bearing liabilities 132,675
 132,205
 1.02
 0.57
 337
 189
 148
 133
 15
138,811
 132,675
 1.49
 1.02
 516
 337
 179
 160
 19
Noninterest-bearing deposits 53,963
 52,573
  
  
  
  
  
  
  
Noninterest-bearing deposits (7)52,680
 53,963
  
  
  
  
  
  
  
Other liabilities 5,121
 5,938
  
  
  
  
  
  
  
6,457
 5,121
  
  
  
  
  
  
  
Shareholders' equity 29,585
 30,302
  
  
  
  
  
  
  
31,301
 29,585
  
  
  
  
  
  
  
Total liabilities and shareholders' equity $221,344
 $221,018
  
  
  
  
  
  
  
$229,249
 $221,344
  
  
  
  
  
  
  
Average interest-rate spread  
   3.12% 3.30%  
  
  
  
  
 
   2.96% 3.12%  
  
  
  
  
NIM/net interest income  
   3.45% 3.47% $1,679
 $1,675
 $4
 $26
 $(22) 
   3.42% 3.45% $1,714
 $1,679
 $35
 $(8) $43
Taxable-equivalent adjustment  
      
 $22
 $40
  
  
  
 
      
 $24
 $22
  
  
  
(1)Yields are stated on a TE basis utilizing the marginal income tax rates. The change in interest not solely due to changes in rate or volume has been allocated on a pro-rata basis based on the absolute dollar amount of each.
(2)Total securities include AFS and HTM securities.
(3)Includes cash equivalents, interest-bearing deposits with banks, trading securities, FHLB stock and other earning assets.
(4)Loan fees, which are not material for any of the periods shown, are included for rate calculation purposes.
(5)NPLs are included in the average balances.
(6)Excludes basis adjustments for fair value hedges.
(7)Total deposit costs were 0.68% and 0.37% for the three months ended June 30, 2019 and 2018, respectively.




Table 1-2
TE Net Interest Income and Rate / Volume Analysis (1)
          
Six Months Ended June 30, Average Balances (6) Annualized Yield/Rate Income/Expense Increase Change due to
(Dollars in millions) 2018 2017 2018 2017 2018 2017 (Decrease) Rate Volume
Table 1-2: TE Net Interest Income and Rate / Volume Analysis (1)Table 1-2: TE Net Interest Income and Rate / Volume Analysis (1)
Six Months Ended June 30,
(Dollars in millions)
Average Balances (6) Annualized Yield/Rate Income/Expense Incr.
(Decr.)
 Change due to
2019 2018 2019 2018 2019 2018 Rate Volume
Assets  
  
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
  
Total securities, at amortized cost: (2)  
  
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
  
U.S. Treasury $3,538
 $4,746
 1.79% 1.72% $32
 $41
 $(9) $2
 $(11)$2,980
 $3,538
 2.02% 1.79% $30
 $32
 $(2) $4
 $(6)
GSE 2,384
 2,385
 2.23
 2.22
 27
 27
 
 
 
2,429
 2,384
 2.24
 2.23
 27
 27
 
 
 
Agency MBS 40,292
 35,412
 2.43
 2.19
 489
 387
 102
 45
 57
40,078
 40,292
 2.58
 2.43
 516
 489
 27
 30
 (3)
States and political subdivisions 1,133
 1,985
 3.78
 5.20
 19
 52
 (33) (13) (20)593
 1,133
 4.04
 3.78
 12
 19
 (7) 1
 (8)
Non-agency MBS 364
 424
 12.41
 21.45
 24
 45
 (21) (16) (5)308
 364
 12.89
 12.41
 20
 24
 (4) 1
 (5)
Other 45
 58
 2.73
 2.05
 
 
 
 
 
35
 45
 3.90
 2.73
 1
 
 1
 1
 
Total securities 47,756
 45,010
 2.48
 2.45
 591
 552
 39
 18
 21
46,423
 47,756
 2.61
 2.48
 606
 591
 15
 37
 (22)
Other earning assets (3) 2,223
 3,953
 3.40
 1.43
 38
 27
 11
 27
 (16)2,684
 2,223
 3.98
 3.40
 53
 38
 15
 7
 8
Loans and leases, net of unearned income: (4)(5)              
  
  
             
  
  
Commercial and industrial 59,090
 57,639
 3.82
 3.53
 1,117
 1,010
 107
 82
 25
61,970
 59,090
 4.34
 3.82
 1,335
 1,117
 218
 160
 58
CRE 21,472
 20,100
 4.56
 3.81
 480
 379
 101
 75
 26
20,826
 21,472
 5.05
 4.56
 521
 486
 35
 50
 (15)
Lease financing 1,867
 1,658
 3.03
 2.88
 26
 24
 2
 
 2
2,071
 1,867
 3.31
 3.03
 34
 26
 8
 4
 4
Residential mortgage 29,049
 29,546
 4.01
 4.01
 580
 592
 (12) 
 (12)31,720
 29,049
 4.07
 4.01
 645
 580
 65
 9
 56
Direct 11,735
 12,007
 5.00
 4.44
 291
 264
 27
 33
 (6)11,500
 11,735
 5.77
 5.00
 329
 291
 38
 44
 (6)
Indirect 16,859
 18,132
 7.39
 6.79
 615
 611
 4
 50
 (46)17,609
 16,859
 7.95
 7.39
 694
 615
 79
 50
 29
Revolving credit 2,815
 2,610
 9.05
 8.79
 140
 114
 26
 7
 19
3,131
 2,815
 9.44
 9.05
 147
 134
 13
 4
 9
PCI 595
 854
 19.07
 18.86
 56
 80
 (24) 1
 (25)444
 595
 19.77
 19.07
 44
 56
 (12) 2
 (14)
Total loans and leases HFI 143,482
 142,546
 4.64
 4.34
 3,305
 3,074
 231
 248
 (17)149,271
 143,482
 5.06
 4.64
 3,749
 3,305
 444
 323
 121
LHFS 1,352
 1,468
 3.87
 3.56
 26
 26
 
 2
 (2)910
 1,352
 4.25
 3.87
 19
 26
 (7) 2
 (9)
Total loans and leases 144,834
 144,014
 4.63
 4.33
 3,331
 3,100
 231
 250
 (19)150,181
 144,834
 5.05
 4.63
 3,768
 3,331
 437
 325
 112
Total earning assets 194,813
 192,977
 4.09
 3.84
 3,960
 3,679
 281
 295
 (14)199,288
 194,813
 4.47
 4.09
 4,427
 3,960
 467
 369
 98
Nonearning assets 26,568
 27,516
  
  
  
  
  
  
  
28,133
 26,568
  
  
  
  
  
  
  
Total assets $221,381
 $220,493
  
  
  
  
  
  
  
$227,421
 $221,381
  
  
  
  
  
  
  
Liabilities and Shareholders' Equity  
  
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
  
Interest-bearing deposits:  
  
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
  
Interest-checking $27,119
 $29,211
 0.39
 0.20
 54
 28
 26
 28
 (2)$27,665
 $27,119
 0.62
 0.39
 85
 54
 31
 30
 1
Money market and savings 61,899
 64,574
 0.50
 0.26
 153
 84
 69
 73
 (4)63,360
 61,899
 0.99
 0.50
 313
 153
 160
 156
 4
Time deposits 13,907
 14,504
 0.77
 0.48
 53
 34
 19
 20
 (1)16,059
 13,907
 1.54
 0.77
 123
 53
 70
 61
 9
Foreign deposits - interest-bearing 803
 693
 1.57
 0.79
 6
 3
 3
 3
 
400
 803
 2.43
 1.57
 5
 6
 (1) 3
 (4)
Total interest-bearing deposits 103,728
 108,982
 0.52
 0.28
 266
 149
 117
 124
 (7)
Total interest-bearing deposits (7)107,484
 103,728
 0.99
 0.52
 526
 266
 260
 250
 10
Short-term borrowings 5,399
 2,428
 1.60
 0.58
 43
 7
 36
 21
 15
7,003
 5,399
 2.37
 1.60
 82
 43
 39
 24
 15
Long-term debt 23,658
 21,264
 2.67
 1.87
 316
 199
 117
 93
 24
23,240
 23,658
 3.31
 2.67
 385
 316
 69
 75
 (6)
Total interest-bearing liabilities 132,785
 132,674
 0.94
 0.54
 625
 355
 270
 238
 32
137,727
 132,785
 1.45
 0.94
 993
 625
 368
 349
 19
Noninterest-bearing deposits 53,681
 51,838
  
  
  
  
  
  
  
Noninterest-bearing deposits (7)52,484
 53,681
  
  
  
  
  
  
  
Other liabilities 5,359
 5,877
  
  
  
  
  
  
  
6,287
 5,359
  
  
  
  
  
  
  
Shareholders' equity 29,556
 30,104
  
  
  
  
  
  
  
30,923
 29,556
  
  
  
  
  
  
  
Total liabilities and shareholders' equity $221,381
 $220,493
  
  
  
  
  
  
  
$227,421
 $221,381
  
  
  
  
  
  
  
Average interest-rate spread  
   3.15% 3.30%  
  
  
  
  
 
   3.02% 3.15%  
  
  
  
  
NIM/net interest income  
   3.45% 3.47% $3,335
 $3,324
 $11
 $57
 $(46) 
   3.47% 3.45% $3,434
 $3,335
 $99
 $20
 $79
Taxable-equivalent adjustment  
      
 $45
 $80
  
  
  
 
      
 $48
 $45
  
  
  
(1)Yields are stated on a TE basis utilizing the marginal income tax rates. The change in interest not solely due to changes in rate or volume has been allocated on a pro-rata basis based on the absolute dollar amount of each.
(2)Total securities include AFS and HTM securities.
(3)Includes cash equivalents, interest-bearing deposits with banks, trading securities, FHLB stock and other earning assets.
(4)Loan fees, which are not material for any of the periods shown, are included for rate calculation purposes.
(5)NPLs are included in the average balances.
(6)Excludes basis adjustments for fair value hedges.
(7)
Total deposit costs were 0.66% and 0.34% for the six months ended June 30, 2019 and 2018, respectively.




Provision for Credit Losses

Second Quarter 20182019 compared to Second Quarter 20172018
 
The provision for credit losses totaled $135was $172 million, for the second quarter of 2018, compared to $135 million for the same period of the prior year.

earlier quarter. Net charge-offs were $109 million for the second quarter of 2018 and $1322019 totaled $142 million forcompared to $109 million in the second quarter of 2017. Net charge-offs in residential mortgage decreased $15 million, primarily due to net charge-offs associated with the 2017 sale of $300 million of residential mortgage loans, which included $40 million of nonaccrual loans and $199 million of performing TDRs.earlier period.


Net charge-offs were 0.30%0.38% of average loans and leases on an annualized basis for the second quarter of 2018,2019, up eight basis points compared to 0.37%the second quarter of average loans2018. The increase in net charge-offs was primarily related to CRE and leases for the same period in 2017.indirect loans.


Six Months of 20182019 compared to Six Months of 20172018
 
The provision for credit losses totaled $285$327 million for the six months ended June 30, 2018,2019, compared to $283$285 million for 2018. The ratio of the same period of 2017.ALLL to net charge-offs was 2.74X for 2019, compared to 2.99X for 2018.
 
Net charge-offs for the six months ended June 30, 20182019 were $254$289 million, compared to $280$254 million for the six months ended June 30, 2017. Net charge-offs in residential mortgage decreased $23 million, primarily due to net charge-offs associated with the previously mentioned sale of residential mortgage loans.

2018. Net charge-offs were 0.36%0.39% of average loans and leases on an annualized basis for the six months ended June 30, 2018,2019, compared to 0.40%0.36% of average loans and leases for the same period2018. The increase in 2017.net charge-offs was primarily related to CRE, indirect and revolving credit loans.


Noninterest Income

Noninterest income is a significant contributor to BB&T's financial results. Management focuses on diversifying its sources of revenue to further reduce BB&T's reliance on traditional spread-based interest income, as certain fee-based activities are a relatively stable revenue source during periods of changing interest rates.
Table 2: Noninterest Income
 Three Months Ended June 30, Six Months Ended June 30,
(Dollars in millions)2019 2018 % Change 2019 2018 % Change
Insurance income$566
 $481
 17.7 % $1,076
 $917
 17.3 %
Service charges on deposits181
 179
 1.1
 352
 344
 2.3
Investment banking and brokerage fees and commissions131
 109
 20.2
 242
 222
 9.0
Mortgage banking income113
 94
 20.2
 176
 193
 (8.8)
Trust and investment advisory revenues70
 72
 (2.8) 138
 144
 (4.2)
Bankcard fees and merchant discounts77
 72
 6.9
 147
 141
 4.3
Checkcard fees59
 57
 3.5
 114
 109
 4.6
Operating lease income35
 36
 (2.8) 70
 73
 (4.1)
Income from bank-owned life insurance34
 30
 13.3
 62
 61
 1.6
Securities gains (losses), net
 1
 NM
 
 1
 NM
Other income86
 91
 (5.5) 177
 197
 (10.2)
Total noninterest income$1,352
 $1,222
 10.6
 $2,554
 $2,402
 6.3

Second Quarter 20182019 compared to Second Quarter 20172018
 
Noninterest income for the second quarter of 20182019 was essentially flatup $130 million compared to the earlier quarter. Insurance income increased $85 million to record levels due to higher production and the acquisition of Regions Insurance. Mortgage banking income increased $19 million primarily due to an increase of $28 million for net mortgage servicing rights valuation adjustments, which was partially offset by lower residential and commercial mortgage banking revenues. Investment banking and brokerage fees and commissions increased $22 million primarily due to higher revenue from investment banking transactions and higher managed account fees.


Six Months of 20182019 compared to Six Months of 20172018
 
Noninterest income for the six months ended June 30, 2018 totaled $2.42019 was $2.6 billion, up $11$152 million compared to 2018. Insurance income was $1.1 billion, up $159 million compared to 2018, due to higher production levels and the same period in 2017.

acquisition of Regions Insurance. Investment banking and brokerage fees and commissions were $222$242 million, up $26$20 million compared to 2018, due to higher managed account fees and higher investment banking income. InsuranceMortgage banking income was $917$176 million, down $22$17 million compared to the corresponding period of 2017. This decrease was primarily2018, due to lower performance-based commissions. Service charges on deposits was essentially flat, but was negatively impacted due to fee waivers associated with the February system outage. Other income was essentially flat, as increases from various sundry items wereresidential mortgage sales, partially offset by a $27an increase of $28 million decrease in income related to assets for certain post-employment benefits, which is primarily offset in other income/expense categories.net mortgage service rights valuation adjustments.




Noninterest Expense

The following table provides a breakdown of BB&T's noninterest expense:
Table 3: Noninterest Expense
 Three Months Ended June 30, Six Months Ended June 30,
(Dollars in millions)2019 2018 % Change 2019 2018 % Change
Personnel expense$1,120
 $1,074
 4.3 % $2,207
 $2,113
 4.4 %
Occupancy and equipment expense184
 187
 (1.6) 371
 381
 (2.6)
Software expense71
 67
 6.0
 143
 132
 8.3
Outside IT services29
 32
 (9.4) 59
 64
 (7.8)
Regulatory charges19
 39
 (51.3) 37
 79
 (53.2)
Amortization of intangibles32
 31
 3.2
 64
 64
 
Loan-related expense30
 26
 15.4
 55
 55
 
Professional services31
 32
 (3.1) 62
 62
 
Merger-related and restructuring charges, net23
 24
 (4.2) 103
 52
 98.1
Other expense212
 208
 1.9
 418
 404
 3.5
Total noninterest expense$1,751

$1,720
 1.8
 $3,519
 $3,406
 3.3

Second Quarter 20182019 compared to Second Quarter 20172018
 
Noninterest expense for the second quarter of 20182019 was down $22up $31 million compared to the earlier quarter. Excluding merger-relatedMerger-related and restructuring charges was essentially flat, as the current quarter included charges in connection with the announced merger-of-equals with SunTrust, whereas the earlier quarter included charges associated with facilities optimization. The current quarter also included $9 million of incremental operating expenses related to the merger. Excluding these charges, noninterest expense was down $36up $23 million, due to continued focus on expense control. This includes the benefits of prior optimization efforts including lower occupancy and equipment expense and fewer FTEs, as well as lower project-related costs.

Personnel expense was essentially flator 1.4% compared to the earlier quarter as lower salariesquarter.

Personnel expense driven by approximately 1,600 fewer FTEs was largely offset by higher performance-based incentive expense and annual merit increases.

Other expense decreased $16increased $46 million compared to the earlier quarter, primarily due to an increasehigher incentives, partially due to the Regions Insurance acquisition, and lower capitalized employee costs. The lower capitalized employee costs reflect efficiencies in the expected return on pension plan assets due to higher plan assets.loan closing process. Regulatory charges decreased $20 million as a result of the deposit insurance fund reaching the targeted level.


Six Months of 20182019 compared to Six Months of 20172018
 
Noninterest expense totaled $3.4$3.5 billion for the six months ended June 30, 2018, a decrease2019, an increase of $438$113 million, or 11.4%3.3%, overfrom the same period ofin the prior year. This decreaseMerger-related and restructuring expense was driven by$103 million, an increase of $51 million, primarily due to the loss on early extinguishmentannounced merger-of-equals with SunTrust. Additionally, the six months ended June 30, 2019 included $11 million of debt in 2017, lower outside IT services and lower other expense.incremental operating expenses related to the merger. Excluding these charges, noninterest expense was up $51 million or 1.5% compared to the earlier period.
 


Personnel expense was $2.1$2.2 billion for the six months ended June 30, 2018,2019, an increase of $10$94 million compared to the six months ended June 30, 2017. The increase was driven by $15 million in higher defined benefit pension plan service cost and $12 million of higher performance-based incentive expense. Salaries decreased by $15 million2018, primarily due to approximately 1,600 fewer FTEs, which washigher incentives, partially offset by annual merit increasesdue to the Regions Insurance acquisition, and promotions.lower capitalized employee costs. The lower capitalized employee costs reflect efficiencies in the loan closing process.


Outside IT servicesRegulatory charges decreased $24$42 million primarily as a result of decreased expenses associated with the implementationDIF reaching the targeted level.

Merger-Related and Restructuring Charges

The following table presents a summary of merger-related and restructuring charges and the related accruals:
Table 4: Merger-Related and Restructuring Accrual Activity
(Dollars in millions)Accrual at Apr 1, 2019 Expense Utilized Accrual at Jun 30, 2019 Accrual at Jan 1, 2019 Expense Utilized Accrual at Jun 30, 2019
Severance and personnel-related$10
 $5
 $(7) $8
 $43
 $21
 $(56) $8
Occupancy and equipment (1)
 3
 (3) 
 
 12
 (12) 
Professional services44
 9
 
 53
 1
 60
 (8) 53
Other adjustments2
 6
 (7) 1
 
 10
 (9) 1
Total$56
 $23
 $(17) $62
 $44
 $103
 $(85) $62
(1) Certain lease reserves are no longer required as a result of new commercial lendinglease accounting guidance adopted in the first quarter of 2019. See additional information and accounting system in 2017 and systems enhancements relatedNote 1. Basis of Presentation.



Provision for Income Taxes

Second Quarter 2019 compared to BSA/AML.Second Quarter 2018

Other expense decreased $30The provision for income taxes was $234 million primarily duefor the second quarter of 2019, compared to the estimated return on defined benefit pension plan assets, which was $39$202 million better thanfor the earlier period.quarter. This produced an effective tax rate for the second quarter of 2019 of 20.9%, compared to 19.7% for the earlier quarter.


Six Months of 2019 compared to Six Months of 2018
The provision for income taxes was $411 million for the six months ended June 30, 2019, compared to $388 million for 2018. This produced an effective tax rate for the six months ended June 30, 2019 of 19.6%, compared to 19.4% for 2018.

Segment Results
 
See Note 16.18. Operating Segments herein and Note 19. Operating Segments in BB&T's Annual Report on Form 10-K for the year ended December 31, 2017,2018, for additional disclosures related to BB&T's reportable business segments. Fluctuations in noninterest income and noninterest expense incurred directly by the segments are more fully discussed in the "Noninterest Income"Noninterest Income and "Noninterest Expense"Noninterest Expense sections above.
Table 2
Net Income by Reportable Segment
    
Table 5: Net Income by Reportable SegmentTable 5: Net Income by Reportable Segment
 Three Months Ended June 30, Six Months Ended June 30,Three Months Ended June 30, Six Months Ended June 30,
(Dollars in millions) 2018 2017 2018 20172019 2018 % Change 2019 2018 % Change
Community Banking Retail and Consumer Finance $377
 $279
 $701
 $533
$445
 $383
 16.2% $824
 $717
 14.9%
Community Banking Commercial 277
 177
 547
 372
319
 278
 14.7
 647
 549
 17.9
Financial Services and Commercial Finance 145
 134
 289
 243
169
 145
 16.6
 325
 289
 12.5
Insurance Holdings and Premium Finance 73
 60
 135
 110
Insurance Holdings111
 73
 52.1
 199
 135
 47.4
Other, Treasury & Corporate (50) 24
 (59) (158)(159) (57) 178.9
 (312) (77) NM
BB&T Corporation $822
 $674
 $1,613
 $1,100
$885
 $822
 7.7
 $1,683
 $1,613
 4.3


Second Quarter 20182019 compared to Second Quarter 20172018


Community Banking Retail and Consumer Finance


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


CB-Retail net income was $377$445 million for the second quarter of 2018,2019, an increase of $98$62 million compared to the earlier quarter. Segment net interest income increased $31$54 million primarily due to average loan growth and higher funding spreads on deposits, partially offset by lower credit spreads on loans. Noninterest income increased $32 million primarily due to an increase in mortgage banking income resulting from net residential mortgage servicing rights valuation adjustments. The allocated provision for credit losses decreased slightlyincreased $13 million primarily due to a decline inhigher net charge-offs primarily driven by the sale of mortgage TDRs in the earlier period,current quarter due to portfolio growth, partially offset by accelerating loan growth in the current quarter.reserve rate changes at Regional Acceptance Corporation. Noninterest expense decreased primarily due to declines inlower personnel expense, loan-related expense, and occupancy and equipment expense. The provision for income taxes decreased $43 million due to the lower federal tax rate compared to the earlier quarter.


CB-Retail average loans and leases held for investment decreased $1.4increased $4.4 billion, or 2.2%7.0%, compared to the earlier quarter,quarter. The increase was primarily driven by a declineincreases in sales financeaverage residential mortgage loans due to the strategic decision to optimize the size of the portfolio$2.8 billion, or 9.6%, and direct investments towards higher-yielding assets.increases in average indirect lending of $1.1 billion.


CB-Retail average total deposits decreased $96increased $117 million, or 0.1%, compared to the earlier quarter. Average noninterest-bearing deposits increased $1.3 billion whileThe increase was primarily driven by growth in average time deposits, interest checking, and money market and savings fell $636of $926 million, $478or 2.6%, and average noninterest-bearing deposits of $390 million, and $290 million, respectively.or 2.3%, partially offset by a decline in interest checking of $1.3 billion, or 8.2%.





Community Banking Commercial


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


CB-Commercial net income was $277$319 million for the second quarter of 2018,2019, an increase of $100$41 million compared to the earlier quarter. Segment net interest income increased $20$43 million primarily driven by higher funding spreads, and average loan growth, partially offset by lower credit spreads on loans. Noninterest expense decreased $66 million driven primarily by a decline in personnel expense due to a change in approach for allocating capitalized loan origination costs that was implemented in the third quarter of 2017, as well as lower allocated corporate expenses. The provision for income taxes decreasedincreased compared to the earlier quarter primarily due to higher referral fees in the current quarter. The allocated provision for credit losses decreased primarily due to the lower federal tax rate.impact of average loan growth in the earlier quarter and reserve rate changes primarily due to overall credit improvement in the past year, partially offset by higher net charge-offs. Noninterest expense was essentially flat compared to the earlier quarter.


CB-Commercial average loans and leases held for investment increased $994decreased $222 million, or 1.9%0.4%, compared to the earlier quarter, driven primarilyquarter. Average commercial real estate loans declined $741 million, or 3.8%, partially offset by an increaseincreases in average commercial real estate loans.

CB-Commercial averageand industrial loans of $572 million, or 1.8%. Average total deposits decreased $307increased $324 million, or 0.5%, compared to the earlier quarter. Noninterest-bearing deposits increased $480quarter driven by an increase in average money market and savings of $837 million, while averageor 5.5%, and interest checking and timeof $797 million, or 9.3%, partially offset by a decline in noninterest-bearing deposits declined $725 million and $153 million, respectively.of $1.4 billion, or 4.2%.


Financial Services and Commercial Finance


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


FS&CF net income was $145$169 million for the second quarter of 2018,2019, an increase of $11$24 million compared to the earlier quarter. Segment net interest income increased $22 million primarily driven by average loan growth and higher funding spreads, partially offset by lower credit spreads on loans. Noninterest income increased slightly$26 million primarily due to higher commercial mortgagean increase in investment banking income.and brokerage fees and commissions related to several large deals in the current quarter as well as market driven asset growth. The allocated provision for credit losses increased due to higher incurred loss estimates and an increase in net charge-offs. Noninterest expense increased$18 million primarily due to higher personnel expense. The provision for income taxes decreased $25 million duethe release of specific reserves in the earlier quarter. Noninterest expense was essentially flat compared to the lower federal tax rate.earlier quarter.


FS&CF average loans and leases held for investment increased $1.9$2.4 billion, or 7.5%8.9%, compared to the earlier quarter. The increase was primarily driven by growth in Corporate Banking's averageBanking loans of $2.0 billion, or 13.3%, and leases held for investment increased $698Equipment Finance of $532 million, or 4.7%19.0%, partially offset by a decline for Governmental Finance of $384 million, or 7.4%.

FS&CF average total deposits increased $106 million, or 0.4%, compared to the earlier quarter while BB&T Wealth's average loans and leases held for investment increased $240 million, or 14.5%. Average loans and leases held for investment at Governmental Finance increased $417 million, or 8.8%, compared to the earlier quarter and increased 12.5% and 15.0%, respectively, for Equipment Finance and Grandbridge.

FS&CFprimarily driven by growth in average total deposits decreased $3.1 billion, or 10.0%, compared to the earlier quarter. Average money marketfor Wealth and savings accounts fell $2.2 billion, or 10.4%, and average interest checking declined $745Retirement Services of $268 million, or 12.3%1.6%.


Insurance Holdings and Premium Finance


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


IH&PF net income was $73$111 million for the second quarter of 2018,2019, an increase of $13$38 million compared to the earlier quarter. Noninterest income increased $86 million, primarily due to higher production and noninterestthe acquisition of Regions Insurance, which contributed $32 million. Noninterest expense were essentially flat compared to the earlier quarter. The provision for income taxes decreased compared to the earlier quarterincreased $36 million primarily due to the lower federal tax rate.acquisition of Regions Insurance and commissions on higher production.


Other, Treasury & Corporate


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





OT&C generated a net loss of $50$159 million in the second quarter of 2018,2019, compared to a net incomeloss of $24$57 million in the earlier quarter. Segment net interest income decreased $36$89 million primarily due to an increase in the ratenet credit for funds provided to other operating segments, and average balances foran increase in the rates on long-term debt. Noninterest expense increased $47income decreased $18 million primarily due to an increaselower hedge and client derivative income and income related to assets for certain post-employment benefits. The benefit for income taxes increased $13 million primarily due to a higher pre-tax loss, partially offset by a higher tax benefit from discrete items in personnel expense resulting from a third quarter of 2017 change in approach for allocating capitalized loan origination costs.the earlier quarter.


Six Months of 20182019 compared to Six Months of 20172018
 
Community Banking Retail and Consumer Finance


CB-Retail net income was $701$824 million for the six months ended June 30, 2018,2019, an increase of $168$107 million, or 14.9%, compared to the same period of the prior year. Segment net interest income increased $41$121 million primarily due to higher funding spreads on deposits, partially offset by lower credit spreads on loans. Noninterest income increased slightly primarily due to higher bankcard fees and merchant discounts. The allocated provision for credit losses decreased primarily due to a decline in net charge-offs and a decrease in incurred loss estimates, partially offset by accelerating loan growth in the current period. Noninterest expense decreased primarily due to declines in personnel expense, loan-related expense, and occupancy and equipment expense, partially offset by an increase in allocated corporate expenses. The provision for income taxes decreased $88 million due to the lower federal tax rate compared to the earlier period.

CB-Retail average loans and leases held for investment decreased $1.8 billion, or 2.8%, compared to the earlier period, primarily driven by a decline in sales finance loans due to the strategic decision to optimize the size of the portfolio and direct investments towards higher-yielding assets.

CB-Retail average total deposits decreased $243 million, or 0.3%, compared to the earlier period. Average noninterest-bearing deposits increased $1.4 billion while average time deposits and interest checking fell $1.0 billion and $472 million, respectively.

Community Banking Commercial

CB-Commercial net income was $547 million for the six months ended June 30, 2018, an increase of $175 million compared to the same period of the prior year. Segment net interest income increased $47 million driven primarily by higher funding spreads and average loan growth, partially offset by lower credit spreads on loans. The allocated provision for credit losses increased $29 million primarily due to an increase in incurred loss estimates. Noninterest expense decreased $119 million driven primarily by a decline in personnel expense due to a third quarter of 2017 change in approach for allocating capitalized loan origination costs, as well as lower allocated corporate expenses. The provision for income taxes decreased $36 million compared to the earlier period due to the lower tax rate.

CB-Commercial average loans and leases held for investment increased $1.1 billion, or 2.1%, compared to the earlier period, driven primarily by an increase in average commercial real estate loans.

CB-Commercial average total deposits decreased $238 million, or 0.4%, compared to the earlier period. Noninterest-bearing deposits increased $744 million while average interest checking and time deposits declined $758 million and $158 million, respectively.

Financial Services and Commercial Finance

FS&CF net income was $289 million for the six months ended June 30, 2018, an increase of $46 million compared to the same period of the prior year. Segment net interest income increased due to higher funding spreads and average loan growth, partially offset by lower credit spreads on loans and a decline in average total deposits.loans. Noninterest income increased $27primarily due to an increase in checkcard fees, bankcard fees and merchant discounts, and service charges on deposits. The allocated provision for credit losses increased $21 million primarily due to higher investment banking and brokerage fees and commissions, primarily driven by higher managed account fees.net charge-offs. Noninterest expense increased $26decreased $20 million primarily due to higher performance-based incentivedeclines in personnel expense and net occupancy expense. The provision for income taxes decreased $35 million due to the lower tax rate.


FS&CFCB-Retail average loans and leases held for investmentHFI increased $2.1$3.7 billion, or 8.5%5.9%, compared to the earlier period. Corporate Banking'sAverage residential mortgage loans increased $2.7 billion, or 9.2%, and average indirect retail loans and leases held for investment increased $793$758 million, or 5.4%4.5%, compared to the earlier period, while BB&T Wealth'sand average loans and leases held for investmentrevolving credit increased $255$317 million, or 15.8%11.3%. Average loans and leases held for investment at Governmental Finance increased $507 million, or 10.8%, compared to the earlier period and increased 13.5% and 14.5%, respectively, for Equipment Finance and Grandbridge.


FS&CFCB-Retail average total deposits decreased $3.4 billion,increased $142 million, or 10.7%0.2%, compared to the earlier period. Average money market and savings accounts fell $2.4 billion,increased $817 million, or 11.3%2.3%, and average noninterest-bearing deposits increased $425 million, or 2.6%, while average interest checking declined $845 million,decreased $1.2 billion, or 13.9%7.4%.



Community Banking Commercial


Insurance Holdings and Premium Finance

IH&PFCB-Commercial net income was $135$647 million for the six months ended June 30, 2018,2019, an increase of $25$98 million, or 17.9%, compared to the same period of the prior year. Segment net interest income increased $89 million driven primarily by higher funding spreads. The allocated provision for credit losses decreased $22 million primarily due to a decrease in incurred loss estimates and loan growth, partially offset by an increase in net charge-offs.

CB-Commercial average loans and leases HFI were essentially flat compared with the earlier period. Average commercial and industrial loans increased $777 million, or 2.4%, while average commercial real estate loans decreased $666 million, or 3.4%.

CB-Commercial average total deposits decreased $165 million, or 0.3%, compared to the earlier period. Average noninterest-bearing deposits declined $1.4 billion, or 4.0%, while average money market and savings increased $658 million, or 4.4%, and average interest checking increased $405 million, or 4.6%.

Financial Services and Commercial Finance

FS&CF net income was $325 million for the six months ended June 30, 2019, an increase of $36 million, or 12.5%, compared to the same period of the prior year. Segment net interest income increased $55 million due to higher average loan growth and funding spreads. Noninterest income increased primarily due to higher revenue from managed account fees, investment commissions, and investment banking transactions, and client derivatives due to higher sales volumes, partially offset by declines in commercial mortgage banking income primarily due to lower sales volume. The allocated provision for credit losses increased $24 million primarily due the release of specific reserves and reserve rate changes driven by overall credit improvement in the earlier period. Noninterest expense decreased primarily due to lower allocated corporate expenses, partially offset by higher personnel expense.

FS&CF average loans and leases HFI increased $2.3 billion, or 8.3%, compared to the earlier period. Average loans and leases HFI for Corporate Banking and Equipment Finance increased $1.9 billion, or 12.5%, and $407 million, or 14.6%, respectively. FS&CF average total deposits increased $389 million, or 1.4%, compared to the earlier period primarily driven by growth in average total deposits for Wealth and Retirement Services of $363 million, or 2.2%.
Client invested assets totaled $170.4 billion as of June 30, 2019, an increase of $6.3 billion, or 3.9%, compared to the earlier period.

Insurance Holdings

IH net income was $199 million for the six months ended June 30, 2019, an increase of $64 million, or 47.4%, compared to the same period of the prior year. Noninterest income decreased $25increased $162 million due to the acquisition of Regions Insurance, which contributed $78 million, and organic growth. Noninterest expense increased $78 million primarily due to lower performance-based commissions. Noninterest expense decreased $25 million primarily due to declines in business referral expensethe acquisition of Regions Insurance and allocated corporate expenses. The provision for income taxes decreased $20 million compared to the earlier period due to the lower federal tax rate.commissions on higher production.



Other, Treasury & Corporate


OT&C generated a net loss of $59$312 million for the six months ended June 30, 2018,2019, compared to a net loss of $158$77 million for the same period of the prior year.earlier period. Segment net interest income decreased $57$175 million primarily due to an increase in the rate and average balancesnet credit for funds provided to other operating segments, an increased net cost for long-term debt.debt and short-term borrowings, and a decline in volume for securities and short-term borrowings. Noninterest income decreased $40 million primarily due lower hedge and client derivative income and income related to assets for certain post-employment benefits. The allocated provision for credit losses decreasedincreased $15 million primarily due to a declinean increase in the provision for unfunded lending commitments. Noninterest expense decreased $305increased $61 million due to a $392 million loss on the early extinguishment of debtmerger-related charges in the earlier period. This decrease wascurrent period, as well as higher personnel expense resulting from capitalized employee costs allocated to the segments in the current quarter, which were partially offset by an increase in personnel expense due to a third quarter of 2017 change in approach for allocating capitalized loan origination costs, as well as a decline in corporate expenses allocated to other operating segments.lower regulatory charges. The benefit for income taxes decreased $159increased $56 million primarily due to a declinean increase in pre-tax loss, andpartially offset by a lower excess tax benefitsbenefit from equity-based compensation.discrete items compared to the earlier period.


Analysis of Financial Condition


Investment Activities

The total securities portfolio was $45.7totaled $45.3 billion at June 30, 2018,2019, compared to $47.6$45.6 billion at December 31, 2017. 2018.
As of June 30, 2018,2019, approximately 6.4% of the securities portfolio included $23.9 billionwas variable rate, compared to 6.5% as of AFS securities (at fair value) and $21.7 billion of HTM securities (at amortized cost).
December 31, 2018. The effective duration of the securities portfolio was 5.23.3 years at June 30, 2018,2019, compared to 4.74.8 years at December 31, 2017.2018. The duration of the securities portfolio excludes certain non-agency MBS.


U.S. Treasury, GSE and Agency MBS represented 97.8% of the total securities portfolio as of June 30, 2019, compared to 97.3% as of prior year end.

Lending Activities

Loans HFI totaled $146.2$152.6 billion at June 30, 2018,2019, compared to $143.7$149.0 billion at December 31, 2017. This increase was primarily related to commercial and industrial loans and residential mortgage loans.2018. Management continuously evaluates the composition of the loan portfolio taking into consideration the current and expected market conditions, interest rate environment and risk profiles to optimize profitability. Based upon this evaluation, management may decide to focus efforts on growing or decreasing exposures in certain portfolios through both organic changes and portfolio acquisitions or sales.

The following table presents During the composition of average loans and leases:
Table 3
Quarterly Average Balances of Loans and Leases
   
For the Three Months Ended  
(Dollars in millions) 6/30/2018 3/31/2018 12/31/2017 9/30/2017 6/30/2017
Commercial:          
Commercial and industrial $59,548
 $58,627
 $58,478
 $58,211
 $58,150
CRE 21,546
 21,398
 20,998
 20,776
 20,304
Lease financing 1,862
 1,872
 1,851
 1,732
 1,664
Retail:          
Residential mortgage 29,272
 28,824
 28,559
 28,924
 29,392
Direct 11,680
 11,791
 11,901
 11,960
 12,000
Indirect 16,804
 16,914
 17,426
 17,678
 18,127
Revolving credit 2,831
 2,798
 2,759
 2,668
 2,612
PCI 559
 631
 689
 742
 825
Total average loans and leases HFI $144,102
 $142,855
 $142,661
 $142,691
 $143,074
Average loans held for investment for the secondthird quarter of 2018 were $144.1 billion, up $1.2 billion, or 3.5% annualized compared to the first quarter of 2018.



Average commercial and industrial loans increased $921 million driven by strong growth in mortgage warehouse lending of $389 million following2019, a seasonal decline in the first quarter. Community Banking Commercial segment average loans increased $260 million across most of the footprint. Also contributing to the growth in commercial and industrial loans was higher dealer floor plan and premium finance of $64 million and $60 million, respectively. Average CRE loans increased $148 million primarily due to an increase in construction lending and Grandbridge. Average residential mortgage loans increased $448 million primarily dueloan portfolio totaling approximately $4 billion is expected to the retention of a portion of the conforming mortgage production.be sold.


Average direct retail loans decreased $111 million, however, direct retail loans as of June 30, 2018, were relatively flat compared to the balance at the end of the first quarter as loan demand in this category improved late in the second quarter.

Average indirect retail loans decreased $110 million. While overall this category decreased, there was strong seasonal growth in power sports and recreational lending, which was more than offset by declines in automobile loans. Indirect loans as of June 30, 2018, were $17.1 billion, up 11.1% annualized compared to the end of the first quarter, reflecting strong growth late in the second quarter.



Asset Quality

The following tables summarize asset quality information for the past five quarters:
Table 4
Asset Quality
   
(Dollars in millions)6/30/2018 3/31/2018 12/31/2017 9/30/2017 6/30/2017
NPAs (1)         
NPLs:         
Commercial and industrial$243
 $257
 $259
 $288
 $300
CRE61
 67
 45
 41
 50
Lease financing9
 13
 1
 2
 3
Residential mortgage119
 127
 129
 141
 131
Direct58
 64
 64
 64
 65
Indirect68
 74
 72
 70
 63
Total NPLs HFI (1)(2)558
 602
 570
 606
 612
Foreclosed real estate43
 40
 32
 46
 48
Other foreclosed property23
 27
 25
 28
 30
Total nonperforming assets (1)(2)$624
 $669
 $627
 $680
 $690
           
Performing TDRs (3):         
Commercial and industrial$44
 $38
 $50
 $62
 $50
CRE11
 12
 16
 22
 24
Residential mortgage647
 627
 605
 609
 603
Direct58
 59
 62
 63
 63
Indirect284
 277
 281
 267
 244
Revolving credit29
 29
 29
 29
 29
Total performing TDRs (3)(4)$1,073
 $1,042
 $1,043
 $1,052
 $1,013
           
Loans 90 days or more past due and still accruing:         
Commercial and industrial$
 $
 $1
 $
 $
CRE
 
 1
 
 
Residential mortgage (5)374
 420
 465
 409
 401
Direct4
 6
 6
 9
 7
Indirect4
 5
 6
 6
 4
Revolving credit10
 11
 12
 11
 10
PCI43
 48
 57
 70
 71
Total loans 90 days or more past due and still accruing (5)$435
 $490
 $548
 $505
 $493
           
Loans 30-89 days past due:         
Commercial and industrial$26
 $31
 $41
 $47
 $32
CRE4
 10
 8
 8
 3
Lease financing2
 1
 4
 1
 2
Residential mortgage (6)441
 400
 472
 455
 393
Direct52
 55
 65
 55
 54
Indirect337
 272
 412
 358
 341
Revolving credit21
 21
 23
 22
 20
PCI22
 24
 27
 41
 29
Total loans 30-89 days past due (6)$905
 $814
 $1,052
 $987
 $874
Excludes loans held for sale.
(1)
PCI loans are accounted for using the accretion method.
(2)
Sales of nonperforming loans totaled $12 million, $33 million, $44 million, $19 million and $75 million for the quarter ended June 30, 2018, March 31, 2018, December 31, 2017, September 30, 2017 and June 30, 2017, respectively.
(3)
Excludes TDRs that are nonperforming totaling $191 million, $196 million, $189 million, $203 million and $214 million at June 30, 2018, March 31, 2018, December 31, 2017, September 30, 2017 and June 30, 2017, respectively. These amounts are included in total nonperforming assets.
(4)
Sales of performing TDRs, which were primarily residential mortgage loans, totaled $17 million, $29 million, $44 million, $49 million and $203 million for the quarter ended June 30, 2018, March 31, 2018, December 31, 2017, September 30, 2017 and June 30, 2017, respectively.
(5)
Includes government guaranteed GNMA mortgage loans that BB&T has the right but not the obligation to repurchase that are past due 90 days or more totaling $27 million, $23 million, $66 million, $45 million and $32 million at June 30, 2018, March 31, 2018, December 31, 2017, September 30, 2017 and June 30, 2017, respectively.
(6)
Includes government guaranteed GNMA mortgage loans that BB&T has the right but not the obligation to repurchase that are past due 30-89 days totaling $1 million, $1 million, $2 million, $2 million and $2 million at June 30, 2018, March 31, 2018, December 31, 2017, September 30, 2017 and June 30, 2017, respectively.


Table 5
Asset Quality Ratios
   
As of / For the Three Months Ended 6/30/2018 3/31/2018 12/31/2017 9/30/2017 6/30/2017
Asset Quality Ratios:          
NPLs as a percentage of loans and leases HFI 0.38% 0.42% 0.40% 0.42% 0.43%
NPAs as a percentage of:          
Total assets 0.28
 0.30
 0.28
 0.31
 0.31
Loans and leases HFI plus foreclosed property 0.43
 0.47
 0.44
 0.48
 0.48
Loans 90 days or more past due and still accruing as a percentage of loans and leases HFI 0.30
 0.34
 0.38
 0.35
 0.34
Loans 30-89 days past due and still accruing as a percentage of loans and leases HFI 0.62
 0.57
 0.73
 0.69
 0.61
Net charge-offs as a percentage of average loans and leases HFI 0.30
 0.41
 0.36
 0.35
 0.37
ALLL as a percentage of loans and leases HFI 1.05
 1.05
 1.04
 1.04
 1.03
Ratio of ALLL to:          
Net charge-offs 3.49x
 2.55x
 2.89x
 2.93x
 2.80x
NPLs 2.74x
 2.49x
 2.62x
 2.44x
 2.43x
           
Asset Quality Ratios (Excluding Government Guaranteed and PCI): (1)
Loans 90 days or more past due and still accruing as a percentage of loans and leases HFI 0.04% 0.04% 0.05% 0.05% 0.05%
Applicable ratios are annualized.
(1)This asset quality ratio has been adjusted to remove the impact of government guaranteed mortgage loans and PCI. Appropriate adjustments to the numerator and denominator have been reflected in the calculation of these ratios. Management believes the inclusion of such assets in this asset quality ratio results in distortion of this ratio such that it might not be reflective of asset collectibility or might not be comparable to other periods presented or to other portfolios that do not have government guarantees or were not impacted by purchase accounting.

Nonperforming assets totaled $624 million at June 30, 2018, down $45 million compared to March 31, 2018. Nonperforming loans and leases represented 0.38% of loans and leases held for investment, a four basis point decrease compared to March 31, 2018. The decrease in nonperforming assets was across all major loan categories.

The following table presents activity related to NPAs:
Table 6
Rollforward of NPAs
   
Six Months Ended June 30,  
(Dollars in millions) 2018 2017
Balance, January 1 $627
 $813
New NPAs 616
 657
Advances and principal increases 226
 141
Disposals of foreclosed assets (1) (222) (258)
Disposals of NPLs (2) (45) (149)
Charge-offs and losses (124) (131)
Payments (366) (289)
Transfers to performing status (87) (91)
Other, net (1) (3)
Ending balance, June 30 $624
 $690
(1) Includes charge-offs and losses recorded upon sale of $105 million and $115 million for the six months ended June 30, 2018 and 2017, respectively.
(2)Includes charge-offs and losses recorded upon sale of $11 million and $17 million for the six months ended June 30, 2018 and 2017, respectively.

Loans 30-89 days past due and still accruing totaled $905 million at June 30, 2018, up $91 million compared to the prior quarter. The increase was primarily due to residential mortgage and expected seasonality in indirect lending.



Loans 90 days or more past due and still accruing totaled $435 million at June 30, 2018, down $55 million compared to the prior quarter, primarily due to a decrease in residential mortgage loans. The ratio of loans 90 days or more past due and still accruing as a percentage of loans and leases was 0.30% at June 30, 2018, compared to 0.34% for the prior quarter. Excluding government guaranteed and PCI loans, the ratio of loans 90 days or more past due and still accruing as a percentage of loans and leases was 0.04% at June 30, 2018, unchanged from the prior quarter.

Problem loans include NPLs and loans that are 90 days or more past due and still accruing as disclosed in Table 4. In addition, for the commercial portfolio segment, loans that are rated special mention or substandard performing are closely monitored by management as potential problem loans. Refer to Note 3. Loans and ACL herein for additional disclosures related to these potential problem loans.
Certain residential mortgage loans have an initial period where the borrower is only required to pay the periodic interest. After the interest-only period, the loan will require the payment of both interest and principal over the remaining term. The outstanding balances of variable rate residential mortgage loans in the interest-only phase were approximately $57 million and $64 million at June 30, 2019 and December 31, 2018, respectively. At June 30, 2018,2019, approximately $614 million of the outstanding balances of residential mortgage loans were in the interest-only phase. Approximately 96.2%100.0% of the interest-only balances will begin amortizing within the next three years.years compared to 95.9% at December 31, 2018.

The direct retail portfolio includes variable rate home equity lines and other lines of credit whose rate typically reset on a monthly basis. Home equity lines which are a component of the direct retail portfolio, generally require interest-only payments during the first 15 years after origination. After this initial period, the outstanding balance begins amortizing and requires the payment of both interest and principal. AtThe following table presents additional information over variable rate lines of credit:
Table 6: Variable Rate Lines of Credit       
 Home Equity Lines Other Lines of Credit
(Dollars in millions)Jun 30, 2019 Dec 31, 2018 Jun 30, 2019 Dec 31, 2018
Total variable rate lines$6,831
 $7,201
 $1,092
 $1,067
Amount in interest-only phase5,487
 5,730
 985
 949
Percent in interest-only phase that will begin amortizing within 3 years10.7% 10.3% 13.0% 15.9%



The following table presents the most recent composition of average loans and leases:
Table 7: Composition of Average Loans and Leases
For the Three Months Ended
(Dollars in millions)
 Jun 30, 2019 Mar 31, 2019 Dec 31, 2018 Sep 30, 2018 Jun 30, 2018
Commercial:          
Commercial and industrial $62,563
 $61,370
 $60,553
 $59,900
 $59,548
CRE 20,748
 20,905
 21,301
 21,496
 21,546
Lease financing 2,122
 2,021
 1,990
 1,941
 1,862
Retail:          
Residential mortgage 32,066
 31,370
 31,103
 30,500
 29,272
Direct 11,506
 11,493
 11,600
 11,613
 11,680
Indirect 17,879
 17,337
 17,436
 17,282
 16,804
Revolving credit 3,151
 3,110
 3,070
 2,947
 2,831
PCI 432
 455
 486
 518
 559
Total average loans and leases HFI $150,467
 $148,061
 $147,539
 $146,197
 $144,102

Average loans held for investment for the second quarter of 2019 were $150.5 billion, up $2.4 billion or 6.5% annualized, compared to the first quarter of 2019.

Average commercial and industrial loans increased $1.2 billion driven by strong growth in mortgage warehouse lending, corporate banking, equipment finance and dealer floor plan. Average CRE loans decreased $157 million, primarily due to a decrease in construction loans.

Average residential mortgage loans increased $696 million primarily due to the retention of a portion of the conforming mortgage production.

Average indirect retail loans increased $542 million. The increase was across all categories of indirect lending. Growth was led by prime automobile lending and complemented with seasonally strong growth in power sports and recreational lending.




Asset Quality

The following tables summarize asset quality information for the past five quarters:
Table 8: Asset Quality
(Dollars in millions)Jun 30, 2019 Mar 31, 2019 Dec 31, 2018 Sep 30, 2018 Jun 30, 2018
NPAs:         
NPLs:         
Commercial and industrial$193
 $196
 $200
 $238
 $243
CRE33
 75
 65
 46
 61
Lease financing2
 1
 3
 6
 9
Residential mortgage104
 121
 119
 120
 119
Direct54
 53
 53
 55
 58
Indirect75
 80
 82
 72
 68
Total NPLs HFI461
 526
 522
 537
 558
Foreclosed real estate36
 33
 35
 39
 43
Other foreclosed property26
 25
 28
 25
 23
Total nonperforming assets (1)$523
 $584
 $585
 $601
 $624
Performing TDRs:         
Commercial and industrial$84
 $63
 $65
 $56
 $44
CRE8
 9
 10
 12
 11
Residential mortgage581
 669
 656
 643
 647
Direct53
 54
 55
 56
 58
Indirect315
 306
 305
 295
 284
Revolving credit29
 29
 28
 28
 29
Total performing TDRs (2)(3)$1,070
 $1,130
 $1,119
 $1,090
 $1,073
Loans 90 days or more past due and still accruing:         
Residential mortgage$350
 $377
 $405
 $367
 $374
Direct10
 7
 7
 6
 4
Indirect7
 5
 6
 6
 4
Revolving credit14
 14
 14
 12
 10
PCI26
 28
 30
 40
 43
Total loans 90 days or more past due and still accruing$407
 $431
 $462
 $431
 $435
Loans 30-89 days past due:         
Commercial and industrial$32
 $36
 $34
 $35
 $26
CRE3
 3
 5
 4
 4
Lease financing5
 3
 1
 1
 2
Residential mortgage480
 478
 456
 510
 441
Direct58
 67
 61
 59
 52
Indirect393
 316
 436
 418
 337
Revolving credit28
 27
 28
 27
 21
PCI17
 18
 23
 21
 22
Total loans 30-89 days past due$1,016
 $948
 $1,044
 $1,075
 $905
Excludes loans held for sale.     
(1)
Sales of nonperforming loans totaled $48 million, $30 million, $30 million, $20 million and $12 million for the quarter ended June 30, 2019, March 31, 2019, December 31, 2018, September 30, 2018 and June 30, 2018, respectively.
(2)
Excludes TDRs that are nonperforming totaling $135 million, $178 million, $176 million, $176 million and $191 million at June 30, 2019, March 31, 2019, December 31, 2018, September 30, 2018 and June 30, 2018, respectively. These amounts are included in total nonperforming assets.
(3)
Sales of performing TDRs, which were primarily residential mortgage loans, totaled $120 million, $33 million, $15 million, $34 million and $17 million for the quarter ended June 30, 2019, March 31, 2019, December 31, 2018, September 30, 2018 and June 30, 2018, respectively.

Nonperforming assets totaled $523 million at June 30, 2018,2019, down $61 million compared to March 31, 2019. Nonperforming loans and leases represented 0.30% of loans and leases held for investment, down five basis points compared to March 31, 2019.

Performing TDRs were down $60 million during the direct retail lendingsecond quarter primarily in residential mortgage loans, which was partially offset by an increase in commercial and industrial loans.

Loans 90 days or more past due and still accruing totaled $407 million at June 30, 2019, down $24 million compared to the prior quarter. The ratio of loans 90 days or more past due and still accruing as a percentage of loans and leases was 0.27% at June 30, 2019, compared to 0.29% for the prior quarter. Excluding government guaranteed and PCI loans, the ratio of loans 90 days or more past due and still accruing as a percentage of loans and leases was 0.04% at June 30, 2019, unchanged from the prior quarter.



Loans 30-89 days past due and still accruing totaled $1.0 billion at June 30, 2019, up $68 million compared to the prior quarter, primarily due to an expected seasonal increase in indirect automobile lending.

Problem loans include NPLs and loans that are 90 days or more past due and still accruing as disclosed in Table 8. In addition, for the commercial portfolio includes $8.2 billion of variable rate home equity linessegment, loans that are rated special mention or substandard performing are closely monitored by management as potential problem loans. Refer to Note 4. Loans and $1.1 billion of variable rate other lines of credit. Approximately $6.4 billion of the variable rate home equity lines is currently in the interest-only phase and approximately 7.4% ofACL herein for additional disclosures related to these balances will begin amortizing within the next three years. Approximately $942 million of the outstanding balance of variable rate other lines of credit is in the interest-only phase and 13.6% of these balances will begin amortizing within the next three years. Variable rate home equity lines and other lines of credit typically reset on a monthly basis.potential problem loans.
Table 9: Asset Quality Ratios
As of / For the Three Months EndedJun 30, 2019 Mar 31, 2019 Dec 31, 2018 Sep 30, 2018 Jun 30, 2018
Loans 30-89 days past due and still accruing as a percentage of loans and leases HFI0.67% 0.64% 0.70% 0.73% 0.62%
Loans 90 days or more past due and still accruing as a percentage of loans and leases HFI0.27
 0.29
 0.31
 0.29
 0.30
NPLs as a percentage of loans and leases HFI0.30
 0.35
 0.35
 0.37
 0.38
NPAs as a percentage of:         
Total assets0.23
 0.26
 0.26
 0.27
 0.28
Loans and leases HFI plus foreclosed property0.34
 0.39
 0.39
 0.41
 0.43
Net charge-offs as a percentage of average loans and leases HFI0.38
 0.40
 0.38
 0.35
 0.30
ALLL as a percentage of loans and leases HFI1.05
 1.05
 1.05
 1.05
 1.05
Ratio of ALLL to:         
Net charge-offs2.80x
 2.62x
 2.76x
 3.05x
 3.49x
NPLs3.46x
 2.97x
 2.99x
 2.86x
 2.74x
Loans 90 days or more past due and still accruing as a percentage of loans and leases HFI (1)0.04% 0.04% 0.04% 0.04% 0.04%
Applicable ratios are annualized.
(1)This asset quality ratio has been adjusted to remove the impact of government guaranteed mortgage loans and PCI. Management believes the inclusion of such assets in this asset quality ratio results in distortion of this ratio such that it might not be reflective of asset collectability or might not be comparable to other periods presented or to other portfolios that do not have government guarantees or were not impacted by PCI accounting requirements.

The following table presents activity related to NPAs:
Table 10: Rollforward of NPAs
(Dollars in millions) 2019 2018
Balance, January 1 $585
 $627
New NPAs 600
 616
Advances and principal increases 107
 226
Disposals of foreclosed assets (1) (235) (222)
Disposals of NPLs (2) (78) (45)
Charge-offs and losses (141) (124)
Payments (237) (366)
Transfers to performing status (78) (87)
Other, net 
 (1)
Ending balance, June 30 $523
 $624
(1) Includes charge-offs and losses recorded upon sale of $106 million and $105 million for the six months ended June 30, 2019 and 2018, respectively.
(2)Includes charge-offs and losses recorded upon sale of $17 million and $11 million for the six months ended June 30, 2019 and 2018, respectively.
 
TDRs occur when a borrower is experiencing, or is expected to experience, financial difficulties in the near-term and a concession has been granted to the borrower. As a result, BB&T will work with the borrower to prevent further difficulties and ultimately improve the likelihood of recovery on the loan. To facilitate this process, a concessionary modification that would not otherwise be considered may be granted, resulting in classification of the loan as a TDR. Refer to Note 1. Summary of Significant Accounting Policies in the Annual Report on Form 10-K for the year ended December 31, 2017 for additional policy information regarding TDRs.
 
Performing TDRs were up $31 million during the second quarter primarily in residential mortgage with small increases in indirect lending and commercial and industrial.

The following table provides a summary of performing TDR activity: 


Table 7
Rollforward of Performing TDRs
  
Table 11: Rollforward of Performing TDRsTable 11: Rollforward of Performing TDRs
(Dollars in millions) 2018 2017 2019 2018
Balance, January 1 $1,043
 $1,187
 $1,119
 $1,043
Inflows 256
 324
 283
 256
Payments and payoffs (83) (138) (90) (83)
Charge-offs (31) (26) (31) (31)
Transfers to nonperforming TDRs, net (36) (40) (36) (36)
Removal due to the passage of time (25) (41) (15) (25)
Non-concessionary re-modifications (5) (2) (7) (5)
Sold and transferred to LHFS (46) (251)
Transferred to LHFS and/or sold (153) (46)
Balance, June 30 $1,073
 $1,013
 $1,070
 $1,073




The following table provides further details regarding the payment status of TDRs outstanding at June 30, 2018:2019:
Table 8
Payment Status of TDRs
  
June 30, 2018       Past Due 90 Days Or More  
(Dollars in millions) Current Status Past Due 30-89 Days Total
Performing TDRs (1):          
    
Table 12: Payment Status of TDRs (1)Table 12: Payment Status of TDRs (1)
June 30, 2019
(Dollars in millions)
 Current Past Due 30-89 Days Past Due 90 Days Or More Total
Performing TDRs:          
    
Commercial:                            
Commercial and industrial $44
 100.0% $
 % $
 % $44
 $84
 100.0% $
 % $
 % $84
CRE 11
 100.0
 
 
 
 
 11
 8
 100.0
 
 
 
 
 8
Retail:               

 

 

 

 

 

 

Residential mortgage 377
 58.3
 109
 16.8
 161
 24.9
 647
 315
 54.2
 107
 18.4
 159
 27.4
 581
Direct 56
 96.6
 2
 3.4
 
 
 58
 51
 96.2
 2
 3.8
 
 
 53
Indirect 236
 83.1
 48
 16.9
 
 
 284
 260
 82.5
 55
 17.5
 
 
 315
Revolving credit 25
 86.3
 3
 10.3
 1
 3.4
 29
 25
 86.3
 3
 10.3
 1
 3.4
 29
Total performing TDRs 749
 69.8
 162
 15.1
 162
 15.1
 1,073
 743
 69.4
 167
 15.6
 160
 15.0
 1,070
Nonperforming TDRs (2) 87
 45.5
 28
 14.7
 76
 39.8
 191
Nonperforming TDRs 58
 43.0
 15
 11.1
 62
 45.9
 135
Total TDRs $836
 66.2
 $190
 15.0
 $238
 18.8
 $1,264
 $801
 66.5
 $182
 15.1
 $222
 18.4
 $1,205
(1)Past due performing TDRs are included in past due disclosures.
(2)Nonperformingdisclosures and nonperforming TDRs are included in NPL disclosures.






ACL


Activity related to the ACL is presented in the following tables:
Table 9
Activity in ACL
     
Table 13: Activity in ACLTable 13: Activity in ACL
For The Three Months Ended Six Months Ended June 30,For the Three Months Ended For the Six Months Ended
(Dollars in millions)6/30/2018 3/31/2018 12/31/2017 9/30/2017 6/30/2017 2018 2017Jun 30, 2019 Mar 31, 2019 Dec 31, 2018 Sep 30, 2018 Jun 30, 2018 2019 2018
Balance, beginning of period$1,614
 $1,609
 $1,601
 $1,602
 $1,599
 $1,609
 $1,599
$1,659
 $1,651
 $1,648
 $1,640
 $1,614
 $1,651
 $1,609
Provision for credit losses (excluding PCI loans)142
 153
 137
 128
 151
 295
 297
172
 156
 147
 141
 142
 328
 295
Provision (benefit) for PCI loans(7) (3) 1
 (2) (16) (10) (14)
 (1) (1) (6) (7) (1) (10)
Charge-offs: 
  
  
  
  
  
  
 
  
  
  
  
  
  
Commercial and industrial(23) (23) (23) (13) (26) (46) (59)(22) (17) (18) (28) (23) (39) (46)
CRE(2) (6) (2) (4) (3) (8) (4)(18) (8) (5) 
 (2) (26) (8)
Lease financing(1) (1) (1) (2) (1) (2) (2)
 (1) (1) (1) (1) (1) (2)
Residential mortgage(5) (4) (8) (7) (20) (9) (32)(5) (5) (8) (4) (5) (10) (9)
Direct(17) (19) (15) (16) (16) (36) (30)(22) (18) (18) (17) (17) (40) (36)
Indirect(82) (107) (104) (103) (88) (189) (195)(91) (109) (108) (94) (82) (200) (189)
Revolving credit(21) (21) (19) (17) (19) (42) (40)(25) (26) (22) (20) (21) (51) (42)
PCI
 
 
 (1) 
 
 

 
 
 (2) 
 
 
Total charge-offs(151) (181) (172) (163) (173) (332) (362)(183) (184) (180) (166) (151) (367) (332)
Recoveries: 
  
  
  
  
  
  
 
  
  
  
  
  
  
Commercial and industrial11
 8
 12
 8
 9
 19
 16
8
 6
 7
 13
 11
 14
 19
CRE1
 2
 4
 3
 3
 3
 9
3
 1
 4
 1
 1
 4
 3
Lease financing1
 
 1
 1
 
 1
 

 
 
 
 1
 
 1
Residential mortgage1
 
 1
 
 1
 1
 1

 1
 1
 
 1
 1
 1
Direct6
 6
 6
 6
 7
 12
 13
7
 6
 5
 6
 6
 13
 12
Indirect17
 15
 13
 14
 16
 32
 33
19
 17
 15
 15
 17
 36
 32
Revolving credit5
 5
 5
 4
 5
 10
 10
4
 6
 5
 4
 5
 10
 10
Total recoveries42
 36
 42
 36
 41
 78
 82
41
 37
 37
 39
 42
 78
 78
Net charge-offs(109) (145) (130) (127) (132) (254) (280)(142) (147) (143) (127) (109) (289) (254)
Balance, end of period$1,640
 $1,614
 $1,609
 $1,601
 $1,602
 $1,640
 $1,602
$1,689
 $1,659
 $1,651
 $1,648
 $1,640
 $1,689
 $1,640
             
ALLL (excluding PCI loans)$1,512
 $1,473
 $1,462
 $1,451
 $1,455
    $1,587
 $1,553
 $1,549
 $1,528
 $1,512
    
ALLL for PCI loans18
 25
 28
 27
 30
    8
 8
 9
 10
 18
    
RUFC110
 116
 119
 123
 117
    94
 98
 93
 110
 110
    
Total ACL$1,640
 $1,614
 $1,609
 $1,601
 $1,602
    $1,689
 $1,659
 $1,651
 $1,648
 $1,640
    


The ACL which consists of the ALLL, which is presented separately on the Consolidated Balance Sheets, and the RUFC, which is included in other liabilities on the Consolidated Balance Sheets. The ACL totaled $1.6$1.7 billion at June 30, 2018,2019, up $31$38 million compared to December 31, 2017.2018.


The ALLL, excluding PCI, was $1.5 billion, up $50Net charge-offs during the second quarter totaled $142 million, down $5 million compared to December 31, 2017. the prior quarter. As a percentage of average loans and leases, annualized net charge-offs were 0.38%, down two basis points compared to the prior quarter.

The allowance for loan and lease losses, excluding the allowance for PCI loans, was $18 million, down $10$1.6 billion, up $34 million compared to December 31, 2017.the prior quarter. As of June 30, 2018,2019, the total allowance for loan and lease losses was 1.05% of loans and leases held for investment, unchanged compared to 1.04% at DecemberMarch 31, 2017. These amounts include acquired loans, which were marked to fair value and did not receive an ALLL at the acquisition date.2019.


The ALLLallowance for loan and lease losses was 2.743.46 times NPLsnonperforming loans and leases held for investment, compared to 2.622.97 times at DecemberMarch 31, 2017.2019. At June 30, 2018,2019, the ALLLallowance for loan and lease losses was 3.492.80 times annualized quarterly net charge-offs, compared to 2.892.62 times at DecemberMarch 31, 2017.2019.


Net charge-offs during the second quarter of 2018 totaled $109 million, or 0.30% of average loans and leases, compared to $132 million, or 0.37% of average loans and leases for the second quarter of 2017.




The following table presents an allocation of the ALLL at June 30, 2018 and December 31, 2017.the periods shown. This allocation of the ALLL is calculated on an approximate basis and is not necessarily indicative of future losses or allocations. The entire amount of the allowance is available to absorb losses occurring in any category of loans and leases.
Table 10
Allocation of ALLL by Category
    
Table 14: Allocation of ALLL by CategoryTable 14: Allocation of ALLL by Category
 June 30, 2018 December 31, 2017 June 30, 2019 December 31, 2018
(Dollars in millions) Amount % Loans in each category Amount % Loans in each category Amount % Loans in each category Amount % Loans in each category
Commercial and industrial $535
 41.3% $522
 41.1% $574
 41.8% $546
 41.5%
CRE 191
 14.8
 160
 14.8
 201
 13.6
 190
 14.1
Lease financing 10
 1.3
 9
 1.3
 10
 1.4
 11
 1.4
Residential mortgage 221
 20.5
 209
 20.0
 224
 21.4
 232
 21.1
Direct 97
 8.0
 106
 8.3
 99
 7.5
 97
 7.8
Indirect 353
 11.7
 348
 12.0
 359
 11.9
 356
 11.7
Revolving credit 105
 2.0
 108
 2.0
 120
 2.1
 117
 2.1
PCI 18
 0.4
 28
 0.5
 8
 0.3
 9
 0.3
Total ALLL 1,530
 100.0% 1,490
 100.0% 1,595
 100.0% 1,558
 100.0%
RUFC 110
  
 119
  
 94
  
 93
  
Total ACL $1,640
  
 $1,609
  
 $1,689
  
 $1,651
  


BB&T monitors the performance of its home equity loans and lines secured by second liens similarly to other consumer loans and utilizes assumptions specific to these loans in determining the necessary ALLL. BB&T also receives notification when the first lien holder, whether BB&T or another financial institution, has initiated foreclosure proceedings against the borrower. When notified that the first lien is in the process of foreclosure, BB&T obtains valuations to determine if any additional charge-offs or reserves are warranted. These valuations are updated at least annually thereafter.
BB&T has limited ability to monitor the delinquency status of the first lien, unless the first lien is held or serviced by BB&T. As a result, using migration assumptions that are based on historical experience and adjusted for current trends, BB&T estimates the volume of second lien positions where the first lien is delinquent and adjusts the ALLL to reflect the increased risk of loss on these credits. Finally, BB&T also provides additional reserves for second lien positions when the estimated combined current loan to value ratio for the credit exceeds 100%. As of June 30, 2019, BB&T held or serviced the first lien on 29.6% of its second lien positions.

Funding Activities

Deposits

Deposits totaled $159.5 billion at June 30, 2018, an increase2019, a decrease of $2.1$1.7 billion from December 31, 2017. Noninterest-bearing deposits increased $503 million,2018, primarily due to a decline in commercial time deposits increased $1.6 billion and money market and savings increased $410 million, while interest checking decreased $420 million.deposits.


The following table presents the most recent composition of average deposits for the last five quarters:deposits:
Table 11
Composition of Average Deposits
  
Three Months Ended 
(Dollars in millions) 6/30/2018 3/31/2018 12/31/2017 9/30/2017 6/30/2017
Table 15: Composition of Average DepositsTable 15: Composition of Average Deposits
Three Months Ended
(Dollars in millions)
 Jun 30, 2019 Mar 31, 2019 Dec 31, 2018 Sep 30, 2018 Jun 30, 2018
Noninterest-bearing deposits $53,963
 $53,396
 $54,288
 $53,489
 $52,573
 $52,680
 $52,283
 $53,732
 $54,174
 $53,963
Interest checking 26,969
 27,270
 26,746
 27,000
 28,849
 27,708
 27,622
 26,921
 26,655
 26,969
Money market and savings 62,105
 61,690
 61,693
 61,450
 64,294
 63,394
 63,325
 62,261
 62,957
 62,105
Time deposits 13,966
 13,847
 13,744
 13,794
 14,088
 15,730
 16,393
 14,682
 13,353
 13,966
Foreign office deposits - interest-bearing 673
 935
 1,488
 1,681
 459
 379
 422
 246
 132
 673
Total average deposits $157,676
 $157,138
 $157,959
 $157,414
 $160,263
 $159,891
 $160,045
 $157,842
 $157,271
 $157,676
 
Average deposits for the second quarter were $157.7$159.9 billion, up $538down $154 million compared to the prior quarter. Average noninterest-bearing deposits increased $567$397 million, driven byprimarily due to increases in personal and commercial balances, partially offset by a seasonal decrease in public funds balances.

Average interest checkingtime deposits decreased $301$663 million primarily due to a decrease in public funds balances, partially offset by an increase in commercial balances. Average money market and savings deposits increased $415 million primarily due to an increase in commercial balances partially offset by a decline in public funds balances. Average foreign office deposits decreased $262 million due to changes in the overall funding mix.


Noninterest-bearing deposits represented 34.2%32.9% of total average deposits for the second quarter, compared to 34.0%32.7% for the prior quarter and 32.8%34.2% for the same quarter a year ago. The cost of interest-bearingaverage total deposits was 0.57%0.68% for the second quarter, up 11four basis points compared to the prior quarter. The cost of average interest-bearing deposits was 1.02% for the second quarter, up seven basis points compared to the prior quarter.



Borrowings

At June 30, 2018,2019, short-term borrowings totaled $3.6$10.3 billion, a decreasean increase of $1.4$5.2 billion compared to December 31, 2017.2018. Short-term borrowings fluctuate based on the Company's funding needs. Average short-term borrowings were $8.4 billion or 3.6% of total funding on average in the second quarter of 2019 as compared to $5.3 billion or 2.4% in the same period of 2018.

Long-term debt provides funding and, to a lesser extent, regulatory capital, and primarily consists of senior and subordinated notes issued by BB&T and Branch Bank. Long-term debt totaled $24.1$22.6 billion at June 30, 2018, an increase2019, a decrease of $433 million$1.1 billion compared to December 31, 2017.2018. The increase in long-term debt was driven bydecrease is primarily due to the issuancematurities of $1.8 billion of senior debtnotes issued by Branch Bank and $1.6 billion of senior notes issued by BB&T, partially offset by normal paymentsthe corporate issuance of $1.4 billion of senior notes and maturities.$650 million of subordinated notes. The average cost of long-term debt was 3.31% for the six months ended June 30, 2019, up 64 basis points compared to the same period in 2018. During the third quarter of 2019, BB&T issued $1.0 billion in fixed rate medium term notes with a maturity date of 2024.

FHLB advances represented 7.7% of total outstanding long-term debt at June 30, 2019, compared to 7.4% at December 31, 2018. See Note 9. Long-Term Debt for additional disclosures.



Shareholders' Equity

Total shareholders' equity was $29.8$31.8 billion at June 30, 2018, up $137 million2019, an increase of $1.6 billion from December 31, 2017.2018. Significant additions include net income of $1.6 billion. Significant decreases include$1.7 billion and an increase in AOCI of $596 million, which was partially offset by a decrease of $706 million for common and preferred dividends totaling $669 million, $630 million of share repurchases and the OCI net loss of $239 million, primarily due to declines in AFS securities valuations.dividends. BB&T's book value per common share at June 30, 20182019 was $34.51,$37.40, compared to $34.01$35.46 at December 31, 2017.2018.

On July 29, 2019, BB&T issued $1.7 billion of series N non-cumulative perpetual preferred stock with a stated dividend rate of 4.800% per annum for net proceeds of $1.7 billion. Dividends, if declared by the Board of Directors, are payable on the first day of March and September of each year, commencing on March 1, 2020. The dividend rate will reset on September 1, 2024, and on each following fifth anniversary of the reset date to the five-year U.S. Treasury rate plus 3.003%. BB&T issued depositary shares, each of which represents a fractional ownership interest in a share of the 68,000 shares of the Company's series N 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 September 1, 2024.

Merger-Related and Restructuring Activities
In conjunction with the consummation of an acquisition or the implementation of a restructuring initiative, BB&T typically accrues certain merger-related and restructuring expenses, which may include estimated severance and other personnel-related costs, costs to terminate lease contracts, costs related to the disposal of duplicate facilities and equipment, costs to terminate data processing contracts and other costs associated with the acquisition or restructuring activity. Merger-related and restructuring accruals are re-evaluated periodically and adjusted as necessary. The remaining accruals at June 30, 2018 are expected to be utilized within one year, unless they relate to specific contracts that expire later. The following table presents a summary of merger-related and restructuring charges and the related accruals:
Table 12
Merger-Related and Restructuring Charges and Related Accruals
                
(Dollars in millions)Accrual at Apr 1, 2018 Expense Utilized Accrual at Jun 30, 2018 Accrual at Jan 1, 2018 Expense Utilized Accrual at Jun 30, 2018
Severance and personnel-related$8
 $2
 $(6) $4
 $14
 $5
 $(15) $4
Occupancy and equipment (1)19
 17
 (17) 19
 20
 35
 (36) 19
Professional services1
 
 
 1
 
 1
 
 1
Systems conversion and related costs (1)
 
 
 
 
 5
 (5) 
Other adjustments
 5
 (2) 3
 
 6
 (3) 3
Total$28
 $24
 $(25) $27
 $34
 $52
 $(59) $27
(1)Includes asset impairment charges.

Critical Accounting Policies
The accounting and reporting policies of BB&T are in accordance with GAAP and conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. BB&T's financial position and results of operations are affected by management's application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Different assumptions in the application of these policies could result in material changes in the consolidated financial position and/or consolidated results of operations and related disclosures. The more critical accounting and reporting policies include accounting for the ACL, determining fair value of financial instruments, intangible assets, costs and benefit obligations associated with pension and postretirement benefit plans, and income taxes. Understanding BB&T's accounting policies is fundamental to understanding the consolidated financial position and consolidated results of operations. Accordingly, the critical accounting policies are discussed in detail in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in BB&T's Annual Report on Form 10-K for the year ended December 31, 2017. Significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in detail in Note 1. Summary of Significant Accounting Policies in BB&T's Annual Report on Form 10-K for the year ended December 31, 2017. Additional disclosures regarding the effects of new accounting pronouncements are included in the "Basis of Presentation" Note included herein. There have been no other changes to the significant accounting policies during 2018.
Risk Management

BB&T has a strong and consistent risk culture, based on established risk values, which promotes predictable and consistent performance within an environment of open communication and effective challenge. The strong culture influences all associates in the organization daily and helps them evaluate whether risks are acceptable or unacceptable while making decisions that balance quality, profitability and growth appropriately. BB&T’s&T's effective risk management framework establishes an environment which enables it to achieve superior performance relative to peers, ensures that BB&T is viewed among the safest of banks and assures the operational freedom to act on opportunities.
 
BB&T ensures that there is an appropriate return for the amount of risk taken, and that the expected return is in line with its strategic objectives and business plan. Risk-taking activities are evaluated and prioritized to identify those that present attractive risk-adjusted returns while preserving asset value. BB&T only undertakes risks that are understood and can be managed effectively. By managing risk well, BB&T ensures sufficient capital is available to maintain and grow core business operations in a safe and sound manner.
 


Regardless of financial gain or loss to the Company, associates are held accountable if they do not follow the established risk management policies and procedures. Compensation decisions take into account an associate’sassociate's adherence to, and successful implementation of, BB&T’s&T's risk values. The compensation structure supports the Company’sCompany's core values and sound risk management practices in an effort to promote judicious risk-taking behavior.
 
BB&T’s&T's risk culture encourages transparency and open dialogue between all levels in the performance of organizational functions, such as the development, marketing and implementation of a product or service.
 
Management has formed a cross-functional project team to address the LIBOR transition. The project team has performed an assessment to identify the potential risks related to the transition from LIBOR to a new index. The project team is continuing to develop a transition plan and providing regular reports to the Board of Directors and Risk Management Committee.

The principal types of inherent risk include compliance, credit, liquidity, market, operational, cyber security, model, reputation and strategic risks. Refer to BB&T's Annual Report on Form 10-K for the year ended December 31, 20172018 for disclosures related to each of these risks under the section titled "Risk Management."
 


Market Risk Management
 
The effective management of market risk is essential to achieving BB&T’s&T's strategic financial objectives. As a financial institution, BB&T’s&T's most significant market risk exposure is interest rate risk in its balance sheet; however, market risk also includes product liquidity risk, price risk and volatility risk in BB&T’s&T's BUs. The primary objectives of market risk management are to minimize any adverse effect that changes in market risk factors may have on net interest income, net income and capital and to offset the risk of price changes for certain assets recorded at fair value. At BB&T, market risk management also includes the enterprise-wide IPV function.
 
Interest Rate Market Risk (Other than Trading)
 
BB&T actively manages market risk associated with asset and liability portfolios with a focus on the strategic pricing of asset and liability accounts and management of appropriate maturity mixes of assets and liabilities. The goal of these activities is the development of appropriate maturity and repricing opportunities in BB&T’s&T's portfolios of assets and liabilities that will produce reasonably consistent net interest income during periods of changing interest rates. These portfolios are analyzed for proper fixed-rate and variable-rate mixes under various interest rate scenarios.
 
The asset/liability management process is designed to achieve relatively stable NIM and assure liquidity by coordinating the volumes, maturities or repricing opportunities of earning assets, deposits and borrowed funds. Among other things, this process gives consideration to prepayment trends related to securities, loans and leases and certain deposits that have no stated maturity. Prepayment assumptions are developed using a combination of market data and internal historical prepayment experience for residential mortgage-related loans and securities, and internal historical prepayment experience for client deposits with no stated maturity and loans that are not residential mortgage related. These assumptions are subject to monthly review and adjustment, and are modified as deemed necessary to reflect changes in interest rates relative to the reference rate of the underlying assets or liabilities. On a monthly basis, BB&T evaluates the accuracy of its Simulation model, which includes an evaluation of its prepayment assumptions, to ensure that all significant assumptions inherent in the model appropriately reflect changes in the interest rate environment and related trends in prepayment activity. It is the responsibility of the MRLCC to determine and achieve the most appropriate volume and mix of earning assets and interest-bearing liabilities, as well as to ensure an adequate level of liquidity and capital, within the context of corporate performance goals. The MRLCC also sets policy guidelines and establishes long-term strategies with respect to interest rate risk exposure and liquidity. The MRLCC meets regularly to review BB&T’s&T's interest rate risk and liquidity positions in relation to present and prospective market and business conditions, and adopts funding and balance sheet management strategies that are intended to ensure that the potential impacts on earnings and liquidity as a result of fluctuations in interest rates are within acceptable tolerance guidelines.
 
BB&T uses derivatives primarily to manage economic risk related to securities, commercial loans, MSRs and mortgage banking operations, long-term debt and other funding sources. BB&T also uses derivatives to facilitate transactions on behalf of its clients. As of June 30, 2018,2019, BB&T had derivative financial instruments outstanding with notional amounts totaling $71.4$65.0 billion, with a net fair value loss of $203$489 million. See Note 14.16. Derivative Financial Instruments for additional disclosures.
 
The majority of BB&T’s&T's assets and liabilities are monetary in nature and, therefore, differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. Fluctuations in interest rates and actions of the FRB to regulate the availability and cost of credit have a greater effect on a financial institution’sinstitution's profitability than do the effects of higher costs for goods and services. Through its balance sheet management function, which is monitored by the MRLCC, management believes that BB&T is positioned to respond to changing needs for liquidity, changes in interest rates and inflationary trends.
 


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


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


The following table shows the effect that the indicated changes in interest rates would have on net interest income as projected for the next twelve months assuming a gradual change in interest rates as described below. Key assumptions in the preparation of the table include prepayment speeds of mortgage-related and other assets, cash flows and maturities of derivative financial instruments, loan volumes and pricing, deposit sensitivity,beta, customer preferences and capital plans. The resulting change in net interest income reflects the level of interest rate sensitivity that income has in relation to the investment, loan and deposit portfolios.
Table 13
Interest Sensitivity Simulation Analysis
      
Table 16: Interest Sensitivity Simulation AnalysisTable 16: Interest Sensitivity Simulation Analysis
Interest Rate ScenarioInterest Rate Scenario Annualized Hypothetical Percentage Change in Net Interest IncomeInterest Rate Scenario Annualized Hypothetical Percentage Change in Net Interest Income
Linear Change in Prime Rate Prime Rate  Prime Rate 
Jun 30, 2018 Jun 30, 2017 Jun 30, 2018 Jun 30, 2017 Jun 30, 2019 Jun 30, 2018 Jun 30, 2019 Jun 30, 2018
Up 200 bps 7.00% 6.25% 3.05 % 3.95 %
Up 200 7.50% 7.00% 0.57 % 3.05 %
Up 100 6.00
 5.25
 1.93
 2.54
 6.50
 6.00
 0.73
 1.93
No Change 5.00
 4.25
 
 
 5.50
 5.00
 
 
Down 25 5.25
 4.75
 (0.87) N/A
Down 100 4.00
 3.25
 (4.64) (7.20) 4.50
 4.00
 (4.26) (4.64)
Down 150 3.50
 N/A
 (7.50) N/A

Rate sensitivity decreased from June 30, 2017,2018, primarily driven by loan and deposit mix changes partially offset by higher balances of fixed rate long-term debt.changes.


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


Beta represents the correlation between overall market interest rates and the rates paid by BB&T on interest-bearing deposits. BB&T applies an average deposit beta of approximately 50% to its non-maturity interest-bearing deposit accounts for determining its interest rate sensitivity. Non-maturity interest-bearing deposit accounts include interest checking accounts, savings accounts and money market accounts that do not have a contractual maturity. Due to current market conditions the actual deposit beta on non-maturity interest-bearing deposits has been less than 25% since rates began to rise in December 2015. However, BB&T expects the beta to increase as rates continue to rise as evidenced by the 41% beta on interest bearing-deposits related to the March 2018 federal funds rate increase. BB&T regularly conducts sensitivity on other key variables to determine the impact they could have on the interest rate risk position. This allows BB&T to evaluate the likely impact on its balance sheet management strategies due to a more extreme variation in a key assumption than expected.
 


The following table shows the effect thatresults of BB&T's interest-rate sensitivity position assuming the loss of demand deposits and an associated increase in managed rate deposits would have on BB&T’s interest-rate sensitivity position.under various scenarios. For purposes of this analysis, BB&T modeled the incremental beta for the replacement of the lost demand deposits at 100%.
Table 14
Deposit Mix Sensitivity Analysis
    
Table 17: Deposit Mix Sensitivity AnalysisTable 17: Deposit Mix Sensitivity Analysis
Linear Change in Rates Base Scenario at June 30, 2018 (1) 
Results Assuming a Decrease in
Noninterest-Bearing Demand Deposits
 Base Scenario at June 30, 2019 (1) Results Assuming a Decrease in Noninterest-Bearing Demand Deposits
   
 td Billion $5 Billion  td Billion $5 Billion
Up 200 bps 3.05% 2.84% 2.01% 0.57% 0.36% (0.48)%
Up 100 1.93
 1.81
 1.29
 0.73
 0.60
 0.08
(1) The base scenario is equal to the annualized hypothetical percentage change in net interest income at June 30, 20182019 as presented in the preceding table.


If rates increased 200 basis points, BB&T could absorb the loss of $14.7$2.7 billion, or 27.2%5.2%, of noninterest-bearing deposits and replace them with managed rate deposits with a beta of 100% before becoming neutral to interest rate changes.
 


The following table shows the effect that the indicated changes in interest rates would have on EVE. Key assumptions in the preparation of the table include prepayment speeds of mortgage-related and other assets, cash flows and maturities of derivative financial instruments, loan volumes and pricing and deposit sensitivity.
Table 15
EVE Simulation Analysis
    
Table 18: EVE Simulation AnalysisTable 18: EVE Simulation Analysis
Change in Interest Rates EVE/Assets 
Hypothetical Percentage
Change in EVE
 EVE/Assets Hypothetical Percentage Change in EVE
Jun 30, 2018 Jun 30, 2017 Jun 30, 2018 Jun 30, 2017 Jun 30, 2019 Jun 30, 2018 Jun 30, 2019 Jun 30, 2018
Up 200 bps 11.9% 12.1% (7.3)% (0.6)%
Up 100 12.5
 12.4
 (2.7) 1.4
 11.8 12.5 4.4
 (2.7)
No Change 12.8
 12.2
 
 
 11.3 12.8 
 
Down 25 11.0 N/A (2.8) N/A
Down 100 12.5
 11.1
 (2.9) (9.6) 9.4 12.5 (16.3) (2.9)
Down 150 11.7
 N/A
 (9.0) N/A


Market Risk from Trading Activities
 
BB&T also manages market risk from trading activities which consists of acting as a financial intermediary to provide its customers access to derivatives, foreign exchange and securities markets. Trading market risk is managed through the use of statistical and non-statistical risk measures and limits. BB&T utilizes a historical VaR methodology to measure and aggregate risks across its covered trading BUs. This methodology uses two years of historical data to estimate economic outcomes for a one-day time horizon at a 99% confidence level. The average 99% one-day VaR and the maximum daily VaR for the three months ended June 30, 20182019 and 2017,2018, respectively, were each less than $1 million. Market risk disclosures under Basel II.5 are available in the Additional Disclosures section of the Investor Relations site on BBT.com.


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


BB&T monitors the ability to meet customer demand for funds under both normal and stressed market conditions. In considering its liquidity position, management evaluates BB&T’s&T's funding mix based on client core funding, client rate-sensitive funding and national markets funding. In addition, management also evaluates exposure to rate-sensitive funding sources that mature in one year or less. Management also measures liquidity needs against 30 days of stressed cash outflows for Branch Bank and BB&T. To ensure a strong liquidity position, management maintains a liquid asset buffer of cash on hand and highly liquid unpledged securities. BB&T follows the FRB's enhanced prudential standards for purposes of determining the liquid asset buffer. BB&T’s&T's policy is to use the greater of either 5% of total assets or a range of projected net cash outflows over a 30 day period. As of June 30, 20182019 and December 31, 2017,2018, BB&T's liquid asset buffer was 14.3% and 14.7%, respectively, of total assets.
 


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

BB&T produces LCR calculations to effectively manage the position of high-quality liquid assets and the balance sheet deposit mix to optimize BB&T's liquidity position. BB&T's preliminary modified average LCR was approximately 131% at129% for the three months ended June 30, 2018,2019, compared to the regulatory minimum for such entities of 100%, which puts BB&T in full compliance with the rule. The LCR can experience volatility due to issues like maturing debt rolling into the 30 day measurement period, or client inflows and outflows. The daily change in BB&T’s&T's modified LCR averaged less than 2% duringfor the second quarter of 2018three months ended June 30, 2019 with a maximum daily change of approximately 5%.

On April 27, 2016,BB&T routinely evaluates the OCC,impact of becoming subject to the FRB and the FDIC released a notice of proposed rulemaking for the US versionfull LCR requirement. This includes an evaluation of the NSFR. Underchanges to the proposal, BB&T will be a "modified NSFR" holding company. BB&Tbalance sheet and investment strategy that would be subjectnecessary to full NSFR requirements if it has $250 billion or more in assets or if it were to be considered internationally active. BB&T is evaluatingcomply with the information in the proposal butrequirement. Management does not currently expect the required changes to have a material impact on itsBB&T's financial condition or results of operations or financial condition.operations.



Parent Company
 
The purpose of the Parent Company is to serve as the primary source of capital for the operating subsidiaries, withsubsidiaries. The Parent Company's assets primarily consistingconsist of cash on deposit with Branch Bank, equity investments in subsidiaries, advances to subsidiaries, accounts receivable from subsidiaries, and other miscellaneous assets. The principal obligations of the Parent Company are payments on long-term debt. The main sources of funds for the Parent Company are dividends and management fees from subsidiary, repayments of advances to subsidiaries, and proceeds from the issuance of equity and long-term debt. The primary uses of funds by the Parent Company are for investments in subsidiaries, advances to subsidiaries, dividend payments to common and preferred shareholders, retirement of common stock and payments on long-term debt.
 
The primary source of funds used for Parent Company cash requirements was dividends received from subsidiaries. See Note 15. Parent Company Financial Information of the Annual Report on Form 10-K for the year ended December 31, 2018 for additional information regarding dividends from subsidiaries and debt transactions.

Liquidity at the Parent Company is more susceptible to market disruptions. BB&T prudently manages cash levels at the Parent Company to cover a minimum of one year of projected cash outflows which includes unfunded external commitments, debt service, common and preferred dividends and scheduled debt maturities without the benefit of any new cash infusions. Generally, BB&T maintains a significant buffer above the projected one year of cash outflows. In determining the buffer, BB&T considers cash requirements for common and preferred dividends, unfunded commitments to affiliates, being a source of strength to its banking subsidiary and being able to withstand sustained market disruptions that could limit access to the capital markets. At June 30, 20182019 and December 31, 2017,2018, the Parent Company had 2733 months and 2928 months, respectively, of cash on hand to satisfy projected contractual cash outflows, and 22 months and 2319 months, respectively, taking into account common stock dividends.


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


Branch Bank has several major sources of funding to meet its liquidity requirements, including access to capital markets through issuance of senior or subordinated bank notes and institutional CDs, access to the FHLB system, dealer repurchase agreements and repurchase agreements with commercial clients, access to the overnight and term Federal funds markets, use of a Cayman branch facility, access to retail brokered CDs and a borrower in custody program with the FRB for the discount window. At June 30, 2018,2019, Branch Bank has approximately $82.4$81.6 billion of secured borrowing capacity, which represents approximately 7.64.1 times the amount of one year wholesale funding maturities.


Contractual Obligations, Commitments, Contingent Liabilities and Off-Balance Sheet Arrangements and Related Party Transactions
 
Refer to BB&T's Annual Report on Form 10-K for the year ended December 31, 20172018 for discussion with respect to BB&T's quantitative and qualitative disclosures about its fixed and determinable contractual obligations. Additional disclosures about BB&T's contractual obligations, commitments and derivative financial instruments are included in Note 12.14. Commitments and Contingencies, Note 13.15. Fair Value Disclosures and Note 14.16. Derivative Financial Instruments.




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

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


Management regularly monitors the capital position of BB&T on both a consolidated and bank levelbank-level basis. In this regard, management’smanagement's overriding policy is to maintain capital at levels that are in excess of theinternal capital targets, which are above the regulatory "well capitalized" levels. Management has implemented stressed capital ratio minimum targets to evaluate whether capital ratios calculated with planned capital actions are likely to remain above minimums specified by the FRB for the annual CCAR. Breaches of stressed minimum targets prompt a review of the planned capital actions included in BB&T’s&T's capital plan. 
Table 16
Capital Under Basel III
           
Table 19: Capital Requirements Under Basel IIITable 19: Capital Requirements Under Basel III
Minimum Capital Well-Capitalized Minimum Capital Plus Capital Conservation Buffer BB&T TargetsMinimum Capital Well-Capitalized Minimum Capital Plus Capital Conservation Buffer BB&T Targets
 2018 2019 Operating (1) Stressed Operating (1) Stressed
CET1 capital to risk-weighted assets4.5% 6.5% 6.375% 7.000% 8.5% 6.0%4.5% 6.5% 7.0% 8.5% 6.0%
Tier 1 capital to risk-weighted assets6.0
 8.0
 7.875
 8.500
 10.0
 7.5
6.0
 8.0
 8.5
 10.0
 7.5
Total capital to risk-weighted assets8.0
 10.0
 9.875
 10.500
 12.0
 9.5
8.0
 10.0
 10.5
 12.0
 9.5
Leverage ratio4.0
 5.0
 N/A N/A 8.0
 5.5
4.0
 5.0
 N/A 8.0
 5.5
(1)BB&T's goal is to maintain capital levels above all regulatory minimums.


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

BB&T's capital ratios are presented in the following table:
Table 17
Capital Ratios (1)
    
Table 20: Capital Ratios - BB&T CorporationTable 20: Capital Ratios - BB&T Corporation
(Dollars in millions, except per share data, shares in thousands) Jun 30, 2018 Dec 31, 2017 Jun 30, 2019 Dec 31, 2018
Risk-based:     (preliminary)  
CET1 capital to risk-weighted assets 10.2% 10.2% 10.3% 10.2%
Tier 1 capital to risk-weighted assets 11.9
 11.9
 12.0
 11.8
Total capital to risk-weighted assets 13.9
 13.9
 14.2
 13.8
Leverage ratio 10.0
 9.9
 10.2
 9.9
    
Non-GAAP capital measure (2):  
  
Non-GAAP capital measure (1):  
  
Tangible common equity per common share $21.26
 $20.80
 $23.93
 $21.89
    
Calculation of tangible common equity (2):    
Calculation of tangible common equity (1):    
Total shareholders' equity $29,832
 $29,695
 $31,764
 $30,178
Less:        
Preferred stock 3,053
 3,053
 3,053
 3,053
Noncontrolling interests 52
 47
 61
 56
Intangible assets 10,264
 10,329
Intangible assets, net of deferred taxes 10,317
 10,360
Tangible common equity $16,463
 $16,266
 $18,333
 $16,709
    
Risk-weighted assets $180,190
 $177,217
 $187,942
 $181,260
Common shares outstanding at end of period 774,447
 782,006
 766,010
 763,326
(1)Current quarter regulatory capital information is preliminary.
(2)
Tangible common equity and related measures are non-GAAP measures that exclude the impact of intangible assets, net of deferred taxes, and their related amortization. These measures are useful for evaluating the performance of a business consistently, whether acquired or developed internally. BB&T's management uses these measures to assess the quality of capital and returns relative to balance sheet risk and believes investors may find them useful in their analysis of the Corporation.These capital measures are not necessarily comparable to similar capital measures that may be presented by other companies.




Capital levels remained strong at June 30, 2018.2019. BB&T declared total common dividends of $0.375$0.405 per share during the second quarter of 2018,2019, which resulted in a dividend and total payout ratioratios of 37.5%36.8%. The Company also completed $310 millionBoard of Directors approved a proposal to increase the dividend 11.1% to $0.45 per share at their July meeting. As previously communicated, BB&T has suspended its share repurchases duringunder the second quarter of 2018 which resulted in a total payout ratio of 77.5%.Repurchase Plan due to the merger-of-equals.




Share Repurchase Activity
Table 18
Share Repurchase Activity
        
(Dollars in millions, except per share data, shares in thousands)Total Shares Repurchased Average Price Paid Per Share (1) Total Shares Repurchased Pursuant to Publicly-Announced Plan (2) Maximum Remaining Dollar Value of Shares Available for Repurchase Pursuant to Publicly-Announced Plan
April 20184,736
 $53.81
 4,736
 $65
May 20181,025
 53.81
 1,025
 10
June 2018
 
 
 
Total5,761
 53.81
 5,761
  
Table 21: Share Repurchase Activity
(Dollars in millions, except per share data, shares in thousands)Total Shares Repurchased (1) Average Price Paid Per Share (2) Total Shares Repurchased Pursuant to Publicly-Announced Plan (3) Maximum Remaining Dollar Value of Shares Available for Repurchase Pursuant to Publicly-Announced Plan
April 2019
 $
 
 $1,125
May 2019
 
 
 1,125
June 2019
 
 
 
Total
 
 
  
(1)Excludes commissions.Includes shares exchanged or surrendered in connection with the exercise of equity-based awards under BB&T's equity-based compensation plans.
(2)
Excludes commissions.
(3)Pursuant to the 20172018 Repurchase Plan, announced on June 28, 2017, authorizing2018, which authorized up to $1.88$1.7 billion of share repurchases over the one-year period endedending June 30, 2018. In November 2017, the amount authorized was increased $53 million to $1.93 billion for the same one-year period.2019.

The 2018 Repurchase Plan, announced on June 28, 2018, authorizes up to $1.7 billion of share repurchases over the one-year period ending June 30, 2019. BB&T may not utilize the full share repurchases in order to maintain desired capital levels.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKCritical Accounting Policies
 
ReferThe accounting and reporting policies of BB&T are in accordance with GAAP and conform to "Market Risk Management"the accounting and reporting guidelines prescribed by bank regulatory authorities. BB&T's financial position and results of operations are affected by management's application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Different assumptions in the application of these policies could result in material changes in the consolidated financial position and/or consolidated results of operations and related disclosures. The more critical policies include accounting for the ACL, determining fair value of financial instruments, intangible assets, and costs and benefit obligations associated with pension and postretirement benefit plans. Understanding BB&T's accounting policies is fundamental to understanding the consolidated financial position and consolidated results of operations. The critical accounting policies are discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations" sectionin BB&T's Annual Report on Form 10-K for the year ended December 31, 2018. Significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in Note 1. Basis of Presentation in Form 10-K for the year ended December 31, 2018. Additional disclosures regarding the effects of new accounting pronouncements are included in the Note 1. Basis of Presentation included herein. There have been no other changes to the significant accounting policies during 2019.

ITEM 4. CONTROLS AND PROCEDURES

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

Changes in Internal Control over Financial Reporting


There were no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended June 30, 20182019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


PART II. OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS

Refer to the Legal Proceeding section in Note 12.14. Commitments and Contingencies, in the "Notes to Consolidated Financial Statements."which is incorporated by reference into this item.

ITEM 1A. RISK FACTORS
 
There have been no material changes to the risk factors disclosed in BB&T's Annual Report on Form 10-K for the year ended December 31, 2017.2018. Additional risks and uncertainties not currently known to BB&T or that management has deemed to be immaterial also may materially adversely affect BB&T's business, financial condition, and/or operating results.



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

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






ITEM 6. EXHIBITS
ITEM 6. EXHIBITS
Exhibit No. Description Location
3(i)2.1 BylawsFirst Amendment to the Agreement and Plan of the Registrant,Merger, dated as amendedof June 14, 2019, by and restated April 24, 2018.between SunTrust Banks, Inc. and BB&T Corporation.
 
12†10.1*Form of Synergy Incentive Award Letter with each of Daryl N. Bible and Clarke R. Starnes, III
10.2*Synergy Incentive Award Letter with Donna C. Goodrich
10.3*Synergy Incentive Award Letter with Christopher L. Henson
10.4*Form of First Amendment to Employment Agreement with each of Daryl N. Bible and Clarke R. Starnes, III
10.5*Form of First Amendment to Employment Agreement with each of Donna C. Goodrich and Christopher L. Henson
10.6*First Amendment to 2016 Employment Agreement with W. Bennett Bradley
10.7*First Amendment to 2016 Employment Agreement with Jim. D. Godwin
10.8*First Amendment to 2014 Employment Agreement with Robert J. Johnson, Jr.
10.9*First Amendment to 2016 Employment Agreement with Brant J. Standridge
10.10*First Amendment to 2016 Employment Agreement with David H. Weaver
10.11*First Amendment to 2016 Employment Agreement with Dontá L. Wilson
10.12*First Amendment to 2012 Employment Agreement with W. Rufus Yates
10.13*Form of Synergy Incentive Award Letter with each of W. Bennett Bradley, Jim. D. Godwin, Robert J. Johnson, Jr. and W. Rufus Yates
10.14*Form of Synergy Incentive Award Letter with each of Brant J. Standridge, David H. Weaver and Dontá L. Wilson
11 Statement re: Computationre computation of Ratios.earnings per share. 
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
101.INS 
XBRL Instance Document.Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
 Filed herewith.
101.SCH XBRL Taxonomy Extension Schema. Filed herewith.
101.CAL XBRL Taxonomy Extension Calculation Linkbase. Filed herewith.
101.LAB XBRL Taxonomy Extension Label Linkbase. Filed herewith.
101.PRE XBRL Taxonomy Extension Presentation Linkbase. Filed herewith.
101.DEF XBRL Taxonomy Definition Linkbase. Filed herewith.
*    Management compensatory plan or arrangement.
† Exhibit filed with the Securities and Exchange Commission and available upon request.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
   
BB&T CORPORATION
(Registrant)
     
Date:July 27, 201830, 2019 By:/s/ Daryl N. Bible
    Daryl N. Bible
    Senior Executive Vice President and Chief Financial Officer
    (Principal Financial Officer)
     
Date:July 27, 201830, 2019 By:/s/ Cynthia B. Powell
    Cynthia B. Powell
    Executive Vice President and Corporate Controller
    (Principal Accounting Officer)


BB&T Corporation 5761