UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

 Form 11-K 

 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF  

THE SECURITIES EXCHANGE ACT OF 1934  

For the fiscal year ended: December 31, 2012 

Commission file number 1-10853 

BB&T Corporation 401(k) Savings Plan
(Full title of the plan)

BB&T Corporation
(Name of issuer of securities)

200 West Second Street, Winston-Salem, NC 27101
(Address of issuer's principal executive offices)

BB&T Corporation

401(k) Savings Plan

Financial Statements and Supplemental Schedules

Years Ended December 31, 2012 and 2011

BB&T Corporation 401(k) Savings Plan

Index

December 31, 2012 and 2011

*Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of the

BB&T Corporation 401(k) Savings Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of BB&T Corporation 401(k) Savings Plan (the “Plan”) at December 31, 2012 and 2011, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) and Schedule of Delinquent Participant Contributions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

Charlotte, NC

June 27, 2013

BB&T Corporation 401(k) Savings Plan

Statements of Net Assets Available for Benefits

December 31, 2012 and 2011

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

BB&T Corporation 401(k) Savings Plan

Statements of Changes in Net Assets Available for Benefits

Years ended December 31, 2012 and 2011

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

BB&T Corporation 401(k) Savings Plan

Notes to Financial Statements

Years ended December 31, 2012 and 2011

1.   Description of the BB&T Corporation 401(k) Savings Plan

The following description of the BB&T Corporation 401(k) Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions.

General

The Plan is a defined contribution plan sponsored by BB&T Corporation (the “Corporation” or “Plan Sponsor”). The Plan, which was established effective July 1, 1982 and amended and restated as of January 1, 2007, is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Board of Directors (“Board”) is responsible for oversight of the Plan, including the appropriateness of the Plan’s investment offerings, and monitoring of investment performance. In accordance with the Plan Document, certain of the Board’s responsibilities have been delegated to the Employee Benefit Plans Committee.

Eligibility for Participation

The Plan covers all employees of participating subsidiaries who meet age and service requirements. Employees are eligible to make salary reduction contributions immediately after employment with the Corporation and are eligible to receive matching contributions after attaining the age of 21 with one year of continuous employment in which they have worked at least 1,000 hours. Participation in the Plan is based on voluntary election by each employee.

Contributions

Participants can elect to contribute between 1 percent and 50 percent, in whole percentages, of their eligible earnings, as defined in the Plan agreement, on a pre-tax basis subject to certain Internal Revenue Code (“IRC”) limitations. Effective January 1, 2012, the Plan added a Roth feature that allows for after-tax contributions. The Corporation matches dollar-for-dollar up to 6 percent of compensation that a participant contributes to the Plan. Participants may make changes in their contribution percentage at any time. Allocations among fund options offered by the Plan may be changed on a daily basis. Participants may also contribute funds from other tax-qualified plans as rollover contributions.

Vesting

Participants are vested immediately in their contributions, employer matching contributions and actual earnings allocated to their account.

Notes Receivable from Participants

Participants may borrow from their account balances an amount not to exceed the lesser of $50,000 (less adjustments as required by the IRS) or 50 percent of their account balance. The minimum loan amount allowed by the Plan is $1,000. Only one loan can be taken during the Plan year and a participant may have only one loan outstanding at any time. The interest rate charged on amounts borrowed is equal to the Corporation’s prime lending rate plus 1 percent at the loan origination date. Loans from merged plans are carried at the terms and conditions that were set by the predecessor plans.

Payment of Benefits

Upon termination, a participant may elect to have distributions paid from their account in installments, a lump sum or any combination of the two. Retired participants may elect installment payments to occur over a period not to exceed the participant's life expectancy, or the life expectancy of the participant and beneficiary. Hardship withdrawals are allowed by the Plan in accordance with Plan provisions and Internal Revenue Service (“IRS”) regulations.

BB&T Corporation 401(k) Savings Plan

Notes to Financial Statements

Years ended December 31, 2012 and 2011

Participant Accounts

Each participant’s individual account is credited with the participant’s contributions and allocations of matching contributions, earnings on the account and administrative expenses. Allocations of earnings and expenses are based upon the market activity and fees of the investment options selected by the participant. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Forfeitures

Forfeitures represent nonvested employer matching contributions of participants in predecessor plans that have terminated their employment with their employer. At December 31, 2012 and 2011, forfeited accounts totalled $9 and $12, respectively. This account can be used to reduce employer contributions. In 2012 and 2011, contributions by the employer were reduced by $23,886 and $20,473, respectively, from the forfeiture account.

Reclassifications

Certain amounts reported in prior years' financial statements have been reclassified to conform to the current presentations. Such reclassifications had no effect on previously reported net assets available for benefits.

2.   Summary of Significant Accounting Policies

Basis of Accounting

The Plan’s financial statements have been prepared using the accrual basis of accounting.

Administrative Expenses

The Plan Sponsor may elect, but is not required, to pay recordkeeping and other administrative expenses incurred by the Plan. The Plan Sponsor has elected to pay certain administrative fees related to professional services provided to the Plan (see Note 10).

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the plan document.

Cash and Cash Equivalents
Cash and cash equivalents includes interest-bearing deposits with the Corporation so that the carrying amount is considered a reasonable estimate of fair value.

Investment Valuation and Income Recognition

Participants may direct the investment of their contributions as well as employer matching contributions among various mutual funds, BB&T Corporation Stock, common/collective trusts, separately managed accounts consisting primarily of common stock and foreign stock, an Associate Insured Deposit Account effective February 1, 2012 and a bank investment contract (the “one-year BIC”) through January 31, 2012, each offering different degrees of risk and return. There is also a self-directed brokerage investment option for Plan participants. The Plan's investments are stated at fair value. Refer to Note 7 for detailed disclosures of methodologies used to determine the recorded fair value of Plan investments.

BB&T Corporation 401(k) Savings Plan

Notes to Financial Statements

Years ended December 31, 2012 and 2011

Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income on mutual funds is recorded on the ex-dividend date. Capital gain distributions on mutual funds are included in dividend income. Dividend income on BB&T Corporation common stock is recorded on the ex-dividend date. The Plan presents in the Statements of Changes in Net Assets Available for Benefits the net appreciation/depreciation in the fair value of its investments, which consists of the realized gains or losses and unrealized appreciation or depreciation on investments held at year end.

FASB ASC Topic 820, Fair Value Measurements ("Topic 820"), provides a framework for measuring fair value which requires that an entity determine asset and liability fair values based on the exit price from the principal market for the asset or liability being measured. Fair value measurements are discussed further in Note 7.

Payment of Benefits

Benefits claims are recorded when they have been approved for payment and paid by the Plan.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the dates of the financial statements and the reported changes in net assets available for benefits during the reported periods. Actual results could differ from those estimates.

3.   New Accounting Pronouncements

In May 2011, the FASB issued ASU 2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-4 is intended to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS.  The amendments are of two types: (i) those that clarify the Board’s intent about the application of existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The update is effective for annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the Plan's financial statements.

In December 2011, the FASB issued ASU 2011-11 Balance Sheet. ASU 2011-11 provides guidance on enhanced disclosures that will enable users of financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. This guidance is effective for annual periods beginning on or after January 1, 2013 and is not expected to impact the Plan’s financial statements or disclosures.

4.   Bank Investment Contract and Associate Insured Deposit Account

The Plan invested in a fully benefit-responsive bank investment contract guaranteed by the Corporation through January 31, 2012. The contract was credited with earnings at the guaranteed rate and charged for participant withdrawals and administrative expenses. Participants could ordinarily direct the withdrawal or transfer of all or a portion of their investment without penalty and there were no limitations on the Plan’s ability to transact at contract value with the issuer.

There were no reserves for credit risk of the contract issuer or otherwise. The average yield and crediting interest rates were approximately .77 percent and .77 percent in 2011 and .62 percent and

BB&T Corporation 401(k) Savings Plan

Notes to Financial Statements

Years ended December 31, 2012 and 2011

.62 percent in January 2012, respectively. The interest rate was reset annually based on November 30th market yields for United States Treasury Notes having a one-year maturity.

Effective February 1, 2012, investments in the BIC became investments in the Associate Insured Deposit Account. The account was credited with earnings at the guaranteed rate and charged for participant withdrawals and administrative expenses. Participants can ordinarily direct the withdrawal or transfer of all or a portion of their investment without penalty and there is no limitation on the Plan’s ability to transact at contract value with the issuer.

The interest rate resets monthly based on market yields for United States Treasury Notes having a one-year maturity. The rate credited is based on the average yield as of the 30^th day of each month plus fifty basis points. The crediting interest rate for the period from February 1, 2012 to December 31, 2012 ranged from .62 percent to .71 percent and average yield rate was approximately .67 percent for the same period. There were no reserves for credit risk of the contract issuer or otherwise.

As described in FASB ASC Topic 946-210, Fully Benefit-Responsive Investment Contracts ("Topic 946-210") and Topic 962-325, Defined Contribution Plans Investments—Other ("Topic 962-325"), investment contracts held by a defined-contribution plan are required to be reported at fair value. Contract value is the relevant measurement attribute for that portion of net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As required by Topic 946-210 and Topic 962-325, the Statement of Net Assets Available for Benefits presents the fair value of the BIC and Associate Insured Deposit Account. No adjustment for contract value is necessary, as the contract value approximates fair value.

5.   Transfers from Other Plans

During 2012 and 2011, BB&T Corporation authorized the transfer of participant accounts from various acquired company plans into the Plan. Participant account balances, including investments and notes receivable from participants, were transferred from the various plans at various dates during 2012 and 2011 as follows:

BB&T Corporation 401(k) Savings Plan

Notes to Financial Statements

Years ended December 31, 2012 and 2011

6.   Investments

The following table presents the fair value investments that represent five percent or more of the Plan's net assets in one or both years:

During 2012 and 2011, the Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:

7.  Fair Value of Financial Instruments

Topic 820 defines 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. Topic 820 also establishes a three-level fair value hierarchy that describes the inputs used to measure asset and liabilities. There have been no changes in the methodologies used at December 31, 2012 and 2011.

BB&T Corporation 401(k) Savings Plan

Notes to Financial Statements

Years ended December 31, 2012 and 2011

Level 1

Level 1 asset and liability fair values are based on quoted prices in active markets for identical assets and liabilities. Level 1 assets and liabilities include mutual funds, common stock and foreign stock traded on an exchange or listed market. In addition, the Plan offers a self-directed brokerage option that holds mutual funds and common stock and two separately managed accounts that primarily hold common stock and foreign stock, which are traded on an exchange or listed market.

Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded. Common stock is valued at the closing price reported on the active market on which the individual securities are traded.

Level 2

Level 2 asset and liability fair values are based on observable inputs that include: quoted market prices for similar assets or liabilities in an active market not defined by Level 1; quoted market prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable in the market and can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include a one-year BIC, the associate insured deposit account, common/collective trusts and corporate and government bonds in the self-directed brokerage option.

The fair value of the one-year BIC and the associate insured deposit account approximates contract value. Contract value is determined as the face value of the Plan's investment, credited with earnings at the guaranteed rate and charged for participant withdrawals and administrative expenses. Refer to Note 4 for detailed disclosures related to Plan investment in the one-year BIC and the associate insured deposit account.

The fair value of the common/collective trusts is based on NAV, as provided by the trustee. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participants’ transactions (purchase and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the investment adviser reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner.

The fair value of government securities and corporate bonds were determined by closing prices at the end of the Plan year. Closing prices are obtained from third party pricing vendors. When quoted prices are unavailable, pricing vendors use various evaluation methodologies, which would be based on quoted prices for securities with similar coupons, ratings, and maturities.

Level 3

Level 3 assets and liabilities are financial instruments whose value is calculated by the use of pricing models and/or discounted cash flow methodologies, as well as financial instruments for which the determination of fair value requires significant management judgment or estimation. These methodologies may result in a significant portion of the fair value being derived from unobservable data. As of December 31, 2012 and 2011, there are no level 3 assets.

The preceding methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan

BB&T Corporation 401(k) Savings Plan

Notes to Financial Statements

Years ended December 31, 2012 and 2011

believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Assets and liabilities measured at fair value on a recurring basis are summarized below:

BB&T Corporation 401(k) Savings Plan

Notes to Financial Statements

Years ended December 31, 2012 and 2011

      There were no transfers between levels during 2012 and 2011.

Fair Value of Investments in Entities that Use NAV

The following table summarizes investments measured at fair value based on NAV per share as of December 31, 2012.

BB&T Corporation 401(k) Savings Plan

Notes to Financial Statements

Years ended December 31, 2012 and 2011

8.   Tax Status

The IRS has determined and informed the Plan Sponsor by letter dated January 10, 2012, that the Plan is designed in accordance with applicable sections of the IRC. The Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service.  The Plan Administrator has analyzed the tax positions by the Plan, and has concluded that as of December 31, 2012 and 2011, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements.  The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.  The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2009.

9.   Plan Termination

Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, assets of the Plan would be distributed in accordance with the Plan agreement.

10.  Party-In-Interest Transactions

Included in Plan assets are mutual funds sponsored by a subsidiary of the Corporation of $790,323,935 and $715,508,619 at December 31, 2012 and 2011, respectively, a BB&T interest-bearing cash account of $2,908,716 at December 31, 2012, a bank investment contract issued by a subsidiary of the Corporation of $135,830,963 at December 31, 2011, deposit accounts sponsored by the Corporation of $161,744,172 at December 31, 2012, assets held in separately managed accounts that are managed by Sterling Capital, a subsidiary of the Corporation, totalling $2,941,894 at December 31, 2012 and BB&T Corporation Common Stock of $567,879,916 and $524,107,559 at December 31, 2012 and 2011, respectively. The Plan received cash dividends of $21,696,436 and $16,203,743 on its investments in BB&T-sponsored mutual funds during 2012 and 2011, respectively, interest of $72,064 and $984,969 on its investment in the bank investment contract during 2012 and 2011, respectively, interest of $900,347 on the deposit account during 2012, and cash dividends of $15,201,762 and $13,459,475 on BB&T common stock investments during 2012 and 2011, respectively.

The costs of administrative services rendered by the Corporation’s Trust Division for the years ended December 31, 2012 and 2011 were $249,677 and $263,159, respectively. The expenses paid through the Plan include only transactional charges such as loan issuance fees, Qualified Domestic Relations Order fees and check reissues. In addition, there are fees charged by TD Ameritrade to participants with self-directed brokerage accounts. These fees were $166,423 and $156,593 for the years ended December 31, 2012 and 2011, respectively.

BB&T Corporation 401(k) Savings Plan

Notes to Financial Statements

Years ended December 31, 2012 and 2011

11.  Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits.

BB&T Corporation 401(k) Savings Plan

Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)

December 31, 2012

BB&T Corporation 401(k) Savings Plan

Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)

December 31, 2012

BB&T Corporation 401(k) Savings Plan

Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)

December 31, 2012

BB&T Corporation 401(k) Savings Plan

Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)

December 31, 2012

BB&T Corporation 401(k) Savings Plan

Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)

December 31, 2012

BB&T Corporation 401(k) Savings Plan

Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)

December 31, 2012

BB&T Corporation 401(k) Savings Plan

Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)

December 31, 2012

BB&T Corporation 401(k) Savings Plan

Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)

December 31, 2012

BB&T Corporation 401(k) Savings Plan

Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)

December 31, 2012

BB&T Corporation 401(k) Savings Plan

Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)

December 31, 2012

BB&T Corporation 401(k) Savings Plan

Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)

December 31, 2012

BB&T Corporation 401(k) Savings Plan

Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)

December 31, 2012

BB&T Corporation 401(k) Savings Plan

Schedule H, line 4(i)—Schedule of Assets (Held at End of Year)

December 31, 2012

BB&T Corporation 401(k) Savings Plan

Schedule H, line 4(a)—Schedule of Delinquent Participant Contributions

Year ended December 31, 2012

27

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the BB&T Corporation Employee Benefit Plans Committee has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

 BB&T Corporation 401(k) Savings Plan

 June 27, 2013

 /s/ Steven L. Reeder
Senior Vice President & Benefits Manager

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-158895) of BB&T Corporation of our report dated June 27, 2013 relating to the financial statements of BB&T Corporation 401(k) Savings Plan, which appears in this Form 11-K.

/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina

June 27, 2013