Truist Financial (TFC) 10-Q 2011 Q1 Quarterly report

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: March 31, 2011

Commission file number: 1-10853

BB&T CORPORATION

(Exact name of registrant as specified in its charter)

North Carolina	56-0939887
(State of Incorporation)	(I.R.S. Employer Identification No.)
200 West Second Street	27101
Winston-Salem, North Carolina (Address of Principal Executive Offices)	(Zip Code)

(336) 733-2000

(Registrant’s Telephone Number, Including Area Code)

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  x    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  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

At April 30, 2011, 696,467,219 shares of the Registrant’s common stock, $5 par value, were outstanding.

BB&T CORPORATION

FORM 10-Q

March 31, 2011

INDEX

		Page No.
Part I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)		2
	Notes to Consolidated Financial Statements (Unaudited)		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		52
	Executive Summary		57
	Analysis of Financial Condition		58
	Analysis of Results of Operations		75
	Market Risk Management		81
	Capital Adequacy and Resources		84
	Liquidity		87
	Segment Results		88
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		90
Item 4.	Controls and Procedures		90
Part II. OTHER INFORMATION
Item 1.	Legal Proceedings		91
Item 1A.	Risk Factors		91
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		91
Item 6.	Exhibits		92
SIGNATURES			93

1

BB&T CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in millions, except per share data, shares in thousands)

	March 31, 2011				December 31, 2010
Assets
Cash and due from banks	$	1,030			$	1,127
Interest-bearing deposits with banks		865				931
Federal funds sold and securities purchased under resale agreements or similar arrangements		305				327
Segregated cash due from banks		153				309
Trading securities at fair value		730				633
Securities available for sale at fair value ($1,654 and $1,539 covered by FDIC loss share at March 31, 2011 and December 31, 2010, respectively)		17,887				23,169
Securities held to maturity ($8,365 fair value at March 31, 2011)		8,333				—
Loans held for sale ($2,109 and $3,176 at fair value at March 31, 2011 and December 31, 2010, respectively)		2,312				3,697
Loans and leases ($5,803 and $6,194 covered by FDIC loss share at March 31, 2011 and December 31, 2010, respectively)		102,575				103,567
Allowance for loan and lease losses		(2,641	)			(2,708	)
Loans and leases, net of allowance for loan and lease losses		99,934				100,859
FDIC loss share receivable		1,580				1,922
Premises and equipment		1,830				1,840
Goodwill		6,014				6,008
Core deposit and other intangible assets		483				508
Residential mortgage servicing rights at fair value		928				830
Other assets ($401 and $360 of foreclosed property and other assets covered by FDIC loss share at March 31, 2011 and December 31, 2010, respectively)		14,655				14,921
Total assets	$	157,039			$	157,081
Liabilities and Shareholders’ Equity
Deposits:
Noninterest-bearing deposits	$	21,864			$	20,637
Interest-bearing deposits		85,049				86,576
Total deposits		106,913				107,213
Federal funds purchased, securities sold under repurchase agreements and short-term borrowed funds		5,186				5,673
Long-term debt		22,591				21,730
Accounts payable and other liabilities		5,679				5,967
				��
Total liabilities		140,369				140,583
Commitments and contingencies (Note 13)
Shareholders’ equity:
Common stock, $5 par		3,481				3,472
Additional paid-in capital		5,794				5,776
Retained earnings		8,042				7,935
Accumulated other comprehensive loss, net of deferred income taxes of $(429) at March 31, 2011 and $(452) at December 31, 2010		(706	)			(747	)
Noncontrolling interest		59				62
Total shareholders’ equity		16,670				16,498
Total liabilities and shareholders’ equity	$	157,039			$	157,081
Common shares outstanding		696,285				694,381
Common shares authorized		2,000,000				2,000,000
Preferred shares authorized		5,000				5,000

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

2

BB&T CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in millions, except per share data, shares in thousands)

	Three Months Ended March 31,
	2011			2010
Interest Income
Interest and fees on loans and leases	$	1,520		$	1,440
Interest and dividends on securities		150			336
Interest on other earning assets		6			3
Total interest income		1,676			1,779
Interest Expense
Interest on deposits		171			259
Interest on federal funds purchased, securities sold under repurchase agreements and short-term borrowed funds		4			5
Interest on long-term debt		216			201
Total interest expense		391			465
Net Interest Income		1,285			1,314
Provision for credit losses		340			575
Net Interest Income After Provision for Credit Losses		945			739
Noninterest Income
Insurance income		250			253
Service charges on deposits		135			164
Mortgage banking income		95			89
Investment banking and brokerage fees and commissions		87			79
Checkcard fees		72			61
Other nondeposit fees and commissions		67			65
Bankcard fees and merchant discounts		46			40
Trust and investment advisory revenues		43			38
Income from bank-owned life insurance		30			31
FDIC loss share income, net		(58	)		5
Other income (loss), net		(53	)		22
Securities gains (losses), net
Realized gains, net		21			3
Other-than-temporary impairments		(1	)		(12	)
Non-credit portion recognized in other comprehensive income		(20	)		6
Total securities gains (losses), net		—			(3	)
Total noninterest income		714			844
Noninterest Expense
Personnel expense		694			646
Foreclosed property expense		143			178
Occupancy and equipment expense		154			138
Professional services		71			72
Regulatory charges		61			45
Loan processing expenses		53			35
Amortization of intangibles		26			32
Software expense		26			29
Merger-related and restructuring charges, net		(2	)		17
Other expenses		146			149
Total noninterest expense		1,372			1,341
Earnings
Income before income taxes		287			242
Provision for income taxes		53			48
Net income		234			194
Noncontrolling interest		9			6
Net income available to common shareholders	$	225		$	188
Earnings Per Common Share
Basic	$	0.32		$	0.27
Diluted	$	0.32		$	0.27
Cash dividends declared	$	0.17		$	0.15
Weighted Average Shares Outstanding
Basic		695,309			690,792
Diluted		704,101			698,675

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

3

BB&T CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

Three Months Ended March 31, 2011 and 2010

(Dollars in millions, except per share data, shares in thousands)

	Shares of Common Stock			Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest			Total Shareholders’ Equity
Balance, January 1, 2010		689,750		$	3,449		$	5,620		$	7,539		$	(417	)	$	50		$	16,241
Add (Deduct):
Comprehensive income (loss):
Net income		—			—			—			188			—			6			194
Net change in other comprehensive income (loss)		—			—			—			—			125			—			125
Total comprehensive income (loss) (Note 10)		—			—			—			188			125			6			319
Stock transactions:
In connection with equity awards, net of repurchases		1,349			7			23			—			—			—			30
In connection with dividend reinvestment plan		299			1			7			—			—			—			8
In connection with 401(k) plan		471			2			11			—			—			—			13
Cash dividends declared on common stock, $0.15 per share		—			—			—			(103	)		—			—			(103	)
Equity-based compensation expense		—			—			16			—			—			—			16
Other, net		—			—			—			—			—			4			4
Balance, March 31, 2010		691,869		$	3,459		$	5,677		$	7,624		$	(292	)	$	60		$	16,528
Balance, January 1, 2011		694,381		$	3,472		$	5,776		$	7,935		$	(747	)	$	62		$	16,498
Add (Deduct):
Comprehensive income (loss):
Net income		—			—			—			225			—			9			234
Net change in other comprehensive income (loss)		—			—			—			—			41			—			41
Total comprehensive income (loss) (Note 10)		—			—			—			225			41			9			275
Stock transactions:
In connection with equity awards		1,763			9			(8	)		—			—			—			1
Shares repurchased in connection with equity awards		(595	)		(3	)		(14	)		—			—			—			(17	)
In connection with dividend reinvestment plan		274			1			6			—			—			—			7
In connection with 401(k) plan		462			2			11			—			—			—			13
Cash dividends declared on common stock, $0.17 per share		—			—			—			(118	)		—			—			(118	)
Equity-based compensation expense		—			—			24			—			—			—			24
Other, net		—			—			(1	)		—			—			(12	)		(13	)
Balance, March 31, 2011		696,285		$	3,481		$	5,794		$	8,042		$	(706	)	$	59		$	16,670

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

4

BB&T CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in millions)

	Three Months Ended March 31,
	2011			2010
Cash Flows From Operating Activities:
Net income	$	234		$	194
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses		340			575
Depreciation		65			65
Amortization of intangibles		26			32
Equity-based compensation		24			16
(Gain) loss on sales of securities, net		—			3
Net write-downs on foreclosed property		103			133
Net change in operating assets and liabilities:
Segregated cash due from banks		156			1
Trading securities		(158	)		(15	)
Loans held for sale		1,089			475
FDIC loss share receivable		263			398
Other assets		126			(1,155	)
Accounts payable and other liabilities		(273	)		(66	)
Other, net		36			(19	)
Net cash from operating activities		2,031			637
Cash Flows From Investing Activities:
Proceeds from sales of securities available for sale		115			787
Proceeds from maturities, calls and paydowns of securities available for sale		1,105			1,694
Purchases of securities available for sale		(4,165	)		(1,563	)
Originations and purchases of loans and leases, net of principal collected		509			456
Net cash paid for divestitures		—			(832	)
Net cash paid in business combinations		(6	)		(5	)
Purchases of premises and equipment		(48	)		(263	)
Proceeds from sales of foreclosed property or other real estate held for sale		192			166
Other, net		23			13
Net cash from investing activities		(2,275	)		453
Cash Flows From Financing Activities:
Net change in deposits		(229	)		(365	)
Net change in federal funds purchased, securities sold under repurchase agreements and short-term borrowed funds		(487	)		(1,087	)
Proceeds from issuance of long-term debt		999			—
Repayment of long-term debt		(127	)		(1	)
Net proceeds from common stock transactions		4			51
Cash dividends paid on common stock		(104	)		(103	)
Other, net		3			4
Net cash from financing activities		59			(1,501	)
Net Change in Cash and Cash Equivalents		(185	)		(411	)
Cash and Cash Equivalents at Beginning of Period		2,385			2,649
Cash and Cash Equivalents at End of Period	$	2,200		$	2,238
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	370		$	430
Income taxes		5			636
Noncash investing and financing activities:
Transfers of securities available for sale to securities held to maturity		8,341			—
Transfers of loans to foreclosed property		304			388

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

5

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

NOTE 1.    Basis of Presentation

General

In the opinion of management, the accompanying unaudited Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated Statements of Changes in Shareholders’ Equity, and Consolidated Statements of Cash Flows of BB&T Corporation and subsidiaries ( “BB&T”, the “Corporation” or the “Company”), are fair statements of BB&T’s financial position at March 31, 2011 and December 31, 2010, and BB&T’s results of operations, changes in shareholders’ equity and cash flows for the three month periods ended March 31, 2011 and 2010. 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.

These consolidated financial statements and notes are presented in accordance with the instructions for Form 10-Q. The information contained in the financial statements and footnotes included in BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010 should be referred to in connection with these unaudited interim consolidated financial statements.

The accounting and reporting policies of BB&T and its subsidiaries are in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Additionally, where applicable, the policies conform to the accounting and reporting guidelines prescribed by bank regulatory authorities.

Nature of Operations

BB&T is a financial holding company organized under the laws of North Carolina. BB&T conducts operations through its principal bank subsidiary, Branch Banking and Trust Company (“Branch Bank”), BB&T Financial, FSB (“BB&T FSB”) a federally chartered thrift institution, and its nonbank subsidiaries. Branch Bank has offices in North Carolina, South Carolina, Virginia, Maryland, Georgia, West Virginia, Tennessee, Kentucky, Florida, Alabama, Indiana, Texas and Washington, D.C. Branch Bank provides a wide range of banking services to individuals and businesses, and offers a variety of loans to businesses and consumers. Such loans are made primarily to individuals residing in the market areas described above or to businesses located within BB&T’s geographic footprint. Branch Bank also markets a wide range of deposit services to individuals and businesses. Branch Bank offers, either directly, or through its subsidiaries, lease financing to businesses and municipal governments; factoring; discount brokerage services, annuities and mutual funds; life insurance, property and casualty insurance, health insurance and commercial general liability insurance on an agency basis and through a wholesale insurance brokerage operation; insurance premium financing; permanent financing arrangements for commercial real estate; loan servicing for third-party investors; direct consumer finance loans to individuals; trust and comprehensive wealth advisory services and association services. BB&T FSB and the direct nonbank subsidiaries of BB&T provide a variety of financial services including credit card lending, automobile lending, equipment financing, full-service securities brokerage, asset management and capital markets services.

Principles of Consolidation

The consolidated financial statements of BB&T include the accounts of BB&T Corporation and those subsidiaries that are majority owned by BB&T and over which BB&T exercises control. In consolidation, all significant intercompany accounts and transactions are eliminated. The results of operations of companies or assets acquired are included only from the dates of acquisition. All material wholly-owned and majority-owned subsidiaries are consolidated unless GAAP requires otherwise.

BB&T holds investments in certain legal entities that are considered variable interest entities (“VIE’s”). VIE’s are legal entities in which equity investors do not have sufficient equity at risk for the entity to

6

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

independently finance its activities, or as a group, the holders of the equity investment at risk lack the power through voting or similar rights to direct the activities of the entity that most significantly impact its economic performance, or do not have the obligation to absorb the expected losses of the entity or the right to receive expected residual returns of the entity. Consolidation of a VIE is considered appropriate if a reporting entity holds a controlling financial interest in the VIE.

BB&T evaluates its investments in VIE’s to determine if a controlling financial interest is held. This evaluation gives appropriate consideration to the design of the entity and the variability that the entity was designed to pass along, the relative power of each of the parties to the VIE, and to BB&T’s relative obligation to absorb losses or receive residual returns of the entity, in relation to such obligations and rights held by other parties to the VIE. BB&T has variable interests in certain entities that were not required to be consolidated, including affordable housing partnership interests, historic tax credit partnerships, other partnership interests and trusts that have issued capital securities. Refer to Note 13 for additional disclosures regarding BB&T’s significant variable interest entities.

BB&T accounts for unconsolidated partnership and similar investments using the equity method of accounting. In addition to affordable housing partnerships, which represent the majority of unconsolidated investments in variable interest entities, BB&T also has investments and future funding commitments to venture capital and other entities. The maximum potential exposure to losses relative to investments in variable interest entities is generally limited to the sum of the outstanding balance, future funding commitments and any related loans to the entity. Loans to these entities are underwritten in substantially the same manner as are other loans and are generally secured.

BB&T has investments in certain other entities for which BB&T does not have the controlling interest. For these investments, the Company records its interest using the equity method with its portion of income or loss being recorded in other noninterest income in the Consolidated Statements of Income. BB&T periodically evaluates these investments for impairment.

Reclassifications

In certain instances, amounts reported in prior years’ consolidated financial statements have been reclassified to conform to the current presentation. Such reclassifications had no effect on previously reported cash flows, shareholders’ equity or net income.

Use of Estimates in the Preparation of Financial Statements

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 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 during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change include the determination of the allowance for loan and lease losses and the reserve for unfunded lending commitments, determination of fair value for financial instruments, valuation of goodwill, intangible assets and other purchase accounting related adjustments, benefit plan obligations and expenses, and tax assets, liabilities and expense.

Changes in Accounting Principles and Effects of New Accounting Pronouncements

In February 2010, the FASB issued new guidance impactingFair Value Measurements and Disclosures. The new guidance requires a gross presentation of purchases and sales of Level 3 activities and adds a new requirement to disclose transfers in and out of Level 1 and Level 2 measurements. The guidance related to the

7

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

transfers between Level 1 and Level 2 measurements was effective for BB&T on January 1, 2010. The guidance that requires increased disaggregation of the Level 3 activities was effective for BB&T on January 1, 2011. The new disclosures required by this guidance are included in Note 14 to these consolidated financial statements.

In July 2010, the FASB issued new guidance impactingReceivables. The new guidance requires additional disclosures that will allow users to understand the nature of credit risk inherent in a company’s loan portfolios, how that risk is analyzed and assessed in arriving at the allowance for loan and lease losses, and changes and reasons for those changes in the allowance for loan and lease losses. The new disclosures that relate to information as of the end of the reporting period are required as of December 31, 2010. The disclosures related to activity that occurs during a reporting period are effective for reporting periods beginning on or after December 15, 2010, except for the disclosure requirements relating to troubled debt restructurings, which are effective for reporting periods beginning on or after June 15, 2011.

In April 2011, the FASB issued new guidance impactingReceivables. The new guidance amended existing guidance for assisting a creditor in determining whether a restructuring is a troubled debt restructuring. The amendments clarify the guidance for a creditor’s evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties. This guidance is effective for interim and annual reporting periods beginning after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. BB&T is currently evaluating the impact the standard will have on the consolidated financial statements.

NOTE 2.    Securities

The amortized cost, gross unrealized gains and losses and approximate fair values of securities available for sale and held to maturity were as follows:

	March 31, 2011
	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
	(Dollars in millions)
Securities available for sale:
U.S. government-sponsored entities (GSE)	$	123	$	2	$	—	$	125
Mortgage-backed securities issued by GSE		13,915		27		293		13,649
States and political subdivisions		1,950		21		155		1,816
Non-agency mortgage-backed securities		564		—		100		464
Equity and other securities		167		12		—		179
Covered securities		1,251		407		4		1,654
Total securities available for sale	$	17,970	$	469	$	552	$	17,887
	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
	(Dollars in millions)
Securities held to maturity:
Mortgage-backed securities issued by GSE	$	7,692	$	23	$	—	$	7,715
States and political subdivisions		63		—		—		63
Equity and other securities		578		9		—		587
Total securities held to maturity	$	8,333	$	32	$	—	$	8,365

8

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

	December 31, 2010
	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
	(Dollars in millions)
Securities available for sale:
U.S. government-sponsored entities (GSE)	$	102	$	1	$	—	$	103
Mortgage-backed securities issued by GSE		18,663		42		361		18,344
States and political subdivisions		2,051		19		161		1,909
Non-agency mortgage-backed securities		635		—		120		515
Equity and other securities		734		27		2		759
Covered securities		1,234		307		2		1,539
Total securities available for sale	$	23,419	$	396	$	646	$	23,169

During the first quarter of 2011, BB&T reclassified approximately $8.3 billion of securities available for sale to securities held to maturity. Management determined that it has both the positive intent and ability to hold these securities to maturity. The reclassification of these securities was accounted for at fair value. On the date of transfer, the difference between the par value and the fair value of these securities resulted in a premium or discount that, under amortized cost accounting, will be amortized as a yield adjustment to interest income using the interest method. The unrealized holding gains or losses at the date of transfer will continue to be reported as a separate component of shareholders’ equity in accumulated other comprehensive income, and will also be amortized over the remaining life of the securities as a yield adjustment to interest income using the interest method. Refer to Note 10 for additional disclosures related to this amount. There were no gains or losses recognized as a result of this transfer.

As of March 31, 2011, the fair value of covered securities included $1.4 billion of non-agency mortgage-backed securities and $303 million of municipal securities. As of December 31, 2010, the fair value of covered securities included $1.2 billion of non-agency mortgage-backed securities and $304 million of municipal securities. All covered securities were acquired from Colonial Bank (“Colonial”) and are covered by one of the Federal Deposit Insurance Corporation (“FDIC”) loss sharing agreements. BB&T is restricted from selling these securities without prior approval from the FDIC. Refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010 for additional information.

At March 31, 2011 and December 31, 2010, securities with carrying values of approximately $21.6 billion and $19.3 billion, respectively, were pledged to secure municipal deposits, securities sold under agreements to repurchase, other borrowings, and for other purposes as required or permitted by law.

BB&T had certain investments in marketable debt securities and mortgage-backed securities issued by the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) that exceeded ten percent of shareholders’ equity at March 31, 2011. The Fannie Mae investments had total amortized cost and fair values of $8.7 billion and $8.6 billion, respectively, at March 31, 2011, while Freddie Mac investments had total amortized cost and fair values of $10.5 billion and $10.4 billion, respectively.

At March 31, 2011 and December 31, 2010, non-agency mortgage-backed securities primarily consisted of residential mortgage-backed securities.

9

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

The gross realized gains and losses and other than temporary impairments recognized in net income during the three months ended March 31, 2011 and 2010 are reflected in the following table:

	Three Months Ended March 31,
	2011			2010
	(Dollars in millions)
Gross gains	$	21		$	5
Gross losses		—			(2	)
Net realized gains/(losses)		21			3
Other than temporary impairment (OTTI) recognized on non-agency mortgage-backed securities:
Total OTTI on non-agency mortgage-backed securities		(1	)		(12	)
Non-credit portion recognized in other comprehensive income (1)		(20	)		6
Total OTTI on non-agency mortgage-backed securities recognized in net income		(21	)		(6	)
Net securities gains/(losses)	$	—		$	(3	)

(1) A negative balance is due to additional credit losses recognized in earnings that were previously recognized in other comprehensive income in a prior period when the security was originally other-than-temporarily impaired.

The following table reflects activity during the three months ended March 31, 2011 and 2010 related to credit losses on other-than-temporarily impaired non-agency mortgage-backed securities where a portion of the unrealized loss was recognized in other comprehensive income:

	Three Months Ended March 31,
	2011		2010
	(Dollars in millions)
Balance at beginning of period	$	30	$	2
Credit losses on securities not previously considered other-than-temporarily impaired		—		1
Credit losses on securities for which OTTI was previously recognized		21		6
Balance at end of period	$	51	$	9

10

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

The amortized cost and estimated fair value of the debt securities portfolio at March 31, 2011, by contractual maturity, are shown in the accompanying table. The expected life of mortgage-backed securities will differ from contractual maturities because borrowers may have the right to call or prepay the underlying mortgage loans with or without call or prepayment penalties. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been included in maturity groupings based on the contractual maturity.

	March 31, 2011
	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(Dollars in millions)
Debt Securities:
Due in one year or less	$	135	$	135	$	13	$	13
Due after one year through five years		56		59		—		—
Due after five years through ten years		646		654		—		—
Due after ten years		16,969		16,863		8,314		8,346
Total debt securities		17,806		17,711		8,327		8,359
Total securities with no stated maturity		164		176		6		6
Total securities	$	17,970	$	17,887	$	8,333	$	8,365

The following tables reflect the gross unrealized losses and fair values of BB&T’s investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at the dates presented:

	March 31, 2011
	Less than 12 months				12 months or more				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(Dollars in millions)
Securities available for sale:
U.S. government-sponsored entities (GSE)	$	40	$	—	$	—	$	—	$	40	$	—
Mortgage-backed securities issued by GSE		11,699		293		—		—		11,699		293
States and political subdivisions		600		21		632		134		1,232		155
Non-agency mortgage-backed securities		12		—		451		100		463		100
Equity and other securities		33		—		—		—		33		—
Covered securities		89		4		—		—		89		4
Total	$	12,473	$	318	$	1,083	$	234	$	13,556	$	552
	Less than 12 months				12 months or more				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(Dollars in millions)
Securities held to maturity:
Mortgage-backed securities issued by GSE	$	394	$	—	$	—	$	—	$	394	$	—
States and political subdivisions		36		—		—		—		36		—
Total	$	430	$	—	$	—	$	—	$	430	$	—

11

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

	December 31, 2010
	Less than 12 months				12 months or more				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(Dollars in millions)
Securities available for sale:
U.S. government-sponsored entities (GSE)	$	50	$	—	$	—	$	—	$	50	$	—
Mortgage-backed securities issued by GSE		15,438		361		—		—		15,438		361
States and political subdivisions		694		21		735		140		1,429		161
Non-agency mortgage-backed securities		—		—		506		120		506		120
Equity and other securities		535		2		2		—		537		2
Covered securities		79		2		—		—		79		2
Total	$	16,796	$	386	$	1,243	$	260	$	18,039	$	646

BB&T conducts periodic reviews to identify and evaluate each investment that has an unrealized loss for other-than-temporary impairment. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. Unrealized losses that are determined to be temporary in nature are recorded, net of tax, in accumulated other comprehensive income for available-for-sale securities.

Factors considered in determining whether a loss is temporary include:

• The financial condition and near–term prospects of the issuer, including any specific events that may influence the operations of the issuer;

• BB&T’s intent to sell and whether it is more likely than not that the Company will be required to sell these debt securities before the anticipated recovery of the amortized cost basis;

• The length of the time and the extent to which the market value has been less than cost;

• Whether the decline in fair value is attributable to specific conditions, such as conditions in an industry or in a geographic area;

• Whether a debt security has been downgraded by a rating agency;

• Whether the financial condition of the issuer has deteriorated;

• The seniority of the security;

• Whether dividends have been reduced or eliminated, or scheduled interest payments on debt securities have not been made; and

• Any other relevant available information.

For certain U.S. mortgage-backed securities (and in particular for non-agency Alt-A, Prime and other mortgage-backed securities that exhibit credit risk to investors), credit impairment is assessed using cash flow models that provide estimates of the expected cash flows on the underlying mortgage pools, using security-specific structure information over the expected life of the security. The models estimate cash flows from the underlying mortgage loan pools and distribute those cash flows to the various tranches within the securitization considering the transaction structure which includes subordination features and credit enhancements. These cash flow models depend on a number of assumptions, with the emphasis in one model being predicated on long-term macroeconomic factor assumptions applied to current security default rates, prepayment rates and recovery rates while another model produces results more heavily influenced by current security level performance with only a nominal impact from macroeconomic assumptions.

12

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

Management reviews the results of these cash flow models in conjunction with current economic conditions and historical payment experience in its estimation of possible future credit losses. If management does not expect to recover the entire amortized cost basis of a mortgage-backed security, the Company records other-than-temporary impairment based on the present value of the weighted outcome obtained from assigning probabilities to each of the model results. The remaining amount of unrealized loss is recognized as a component of other comprehensive income.

When an investment security is rated lower than investment grade, the security is evaluated for potential credit impairment. On March 31, 2011, BB&T held certain investment securities having continuous unrealized loss positions for more than 12 months. All of these losses were in non-agency mortgage-backed and municipal securities. At March 31, 2011, all of the available-for-sale debt securities in an unrealized loss position, excluding those covered by FDIC loss sharing agreements, were investment grade with the exception of two municipal bonds with an amortized cost of $8 million and nine non-agency mortgage-backed securities with an amortized cost of $537 million. At March 31, 2011, the total unrealized loss on these non-investment grade securities was $99 million. All of the non-investment grade securities referenced above were initially investment grade and have been downgraded since purchase. Based on its evaluation at March 31, 2011, BB&T determined that certain of the non-investment grade non-agency mortgage-backed securities had credit losses evident and recognized other-than-temporary impairments related to these securities. BB&T’s evaluation of the other debt securities with continuous unrealized losses indicated that there were no credit losses evident. Furthermore, as of the date of the evaluation, BB&T did not intend to sell, and it was more likely than not that the Company would not be required to sell these debt securities before the anticipated recovery of the amortized cost basis. In making this determination, BB&T considers its expected liquidity and capital needs, including its asset/liability management needs, forecasts, strategies and other relevant information.

The following table presents non-investment grade securities with significant unrealized losses that are not covered by a loss sharing arrangement and the OTTI recognized to date:

	March 31, 2011
Security	Amortized Cost		Fair Value		Unrealized Loss			Credit Loss Recognized
	(Dollars in millions)
RMBS 1	$	94	$	71	$	(23	)	$	(8	)
RMBS 2		42		31		(11	)		(7	)
RMBS 3		128		97		(31	)		(20	)
RMBS 4		105		94		(11	)		(3	)

13

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

NOTE 3.    Loans and Leases

The following table provides a breakdown of BB&T’s loan portfolio as of March 31, 2011 and December 31, 2010:

	March 31, 2011		December 31, 2010
	(Dollars in millions)
Loans and leases, net of unearned income:
Commercial loans and leases:
Commercial and industrial	$	33,587	$	34,050
Commercial real estate—other		11,277		11,439
Commercial real estate—residential ADC (1)		3,061		3,397
Direct retail lending		13,612		13,749
Sales finance		7,121		7,050
Revolving credit		2,063		2,127
Residential mortgage		18,228		17,550
Specialized lending		7,767		7,953
Other acquired		56		58
Total loans and leases held for investment (excluding covered loans)		96,772		97,373
Covered		5,803		6,194
Total loans and leases held for investment		102,575		103,567
Loans held for sale		2,312		3,697
Total loans and leases	$	104,887	$	107,264

(1) Commercial real estate—residential ADC represents residential acquisition, development and construction loans.

Covered loans represent loans acquired from the FDIC subject to one of the loss sharing agreements. Other acquired loans represent consumer loans acquired from the FDIC that are not subject to one of the loss sharing agreements.

The following table reflects the carrying value of all purchased impaired and nonimpaired loans as of March 31, 2011 and December 31, 2010:

	March 31, 2011									December 31, 2010
	Purchased Impaired Loans			Purchased Nonimpaired Loans			Total			Purchased Impaired Loans			Purchased Nonimpaired Loans			Total
	(Dollars in millions)
Residential mortgage	$	716		$	691		$	1,407		$	733		$	713		$	1,446
Commercial real estate		1,892			1,921			3,813			2,031			1,982			4,013
Commercial		83			500			583			91			644			735
Total covered		2,691			3,112			5,803			2,855			3,339			6,194
Other acquired		3			53			56			3			55			58
Total		2,694			3,165			5,859			2,858			3,394			6,252
Allowance for loans losses		(105	)		(39	)		(144	)		(90	)		(54	)		(144	)
Net	$	2,589		$	3,126		$	5,715		$	2,768		$	3,340		$	6,108

14

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

Changes in the carrying amount and accretable yield for purchased impaired and nonimpaired loans, excluding loans held for sale, were as follows for the three months ended March 31, 2011 and 2010:

	March 31, 2011												March 31, 2010
	Purchased Impaired						Purchased Nonimpaired						Purchased Impaired						Purchased Nonimpaired
	Accretable Yield			Carrying Amount of Loans			Accretable Yield			Carrying Amount of Loans			Accretable Yield			Carrying Amount of Loans			Accretable Yield			Carrying Amount of Loans
	(Dollars in millions)
Balance at beginning of period	$	835		$	2,858		$	1,611		$	3,394		$	889		$	3,666		$	1,301		$	4,476
Additions		—			—			—			—			—			—			—			—
Accretion		(92	)		92			(174	)		174			(83	)		83			(82	)		82
Reclassifications from nonaccretable balance, net		35			—			82			—			370			—			93			—
Payments received, net		—			(256	)		—			(403	)		—			(263	)		—			(487	)
Balance at end of period	$	778		$	2,694		$	1,519		$	3,165		$	1,176		$	3,486		$	1,312		$	4,071

The outstanding unpaid principal balance for all purchased impaired loans as of March 31, 2011 and December 31, 2010 was $3.5 billion and $3.8 billion, respectively. The outstanding unpaid principal balance for all purchased nonimpaired loans as of March 31, 2011 and December 31, 2010 was $4.6 billion and $5.0 billion, respectively.

At March 31, 2011 and December 31, 2010 none of the purchased loans were classified as nonperforming assets. Therefore, interest income, through accretion of the difference between the carrying amount of the loans and the expected cash flows, is being recognized on all purchased loans. The allowance for loan losses related to the purchased loans results from decreased expectations of future cash flows due to increased credit losses for certain acquired loan pools.

The following table provides a summary of BB&T’s nonperforming and past due loans as of March 31, 2011 and December 31, 2010:

	March 31, 2011		December 31, 2010
	(Dollars in millions)
Nonaccrual loans and leases (1)(2)
Held for investment	$	2,427	$	2,149
Held for sale		189		521
Total nonaccrual loans and leases		2,616		2,670
Foreclosed real estate		1,211		1,259
Other foreclosed property		36		42
Total foreclosed property (3)		1,247		1,301
Total nonperforming assets (excluding covered assets)	$	3,863	$	3,971
Loans 90 days or more past due and still accruing (excluding covered loans) (4) (5) (6)	$	263	$	295

(1) Covered and other acquired loans are considered to be performing due to the application of the accretion method. Covered loans that are contractually past due are noted in footnote (5) below.

15

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

(2) Includes nonperforming restructurings totaling $479 million at March 31, 2011 and December 31, 2010.

(3) Excludes foreclosed real estate totaling $362 million and $313 million as of March 31, 2011 and December 31, 2010, respectively, that are covered by FDIC loss sharing agreements.

(4) Excludes mortgage loans guaranteed by GNMA that BB&T does not have the obligation to repurchase.

(5) Excludes loans past due 90 days or more that are covered by FDIC loss sharing agreements totaling $1.2 billion and $1.1 billion as of March 31, 2011 and December 31, 2010, respectively.

(6) Excludes mortgage loans past due 90 days or more that are government guaranteed totaling $187 million and $153 million as of March 31, 2011 and December 31, 2010, respectively.

The following table provides a summary of loans that continue to accrue interest under the terms of the restructuring (“performing restructurings”) and restructured loans that have been placed in nonaccrual status (“nonperforming restructurings”) as of March 31, 2011 and December 31, 2010:

	March 31, 2011		December 31, 2010
	(Dollars in millions)
Performing restructurings:
Commercial loans and leases:
Commercial and industrial	$	125	$	205
Commercial real estate—other		233		280
Commercial real estate—residential ADC		120		172
Direct retail lending		146		141
Sales finance		5		5
Revolving credit		62		62
Residential mortgage (1)		587		585
Specialized lending		31		26
Total performing restructurings		1,309		1,476
Nonperforming restructurings (2)(3)(4)		479		479
Total restructurings (5)	$	1,788	$	1,955

(1) Excludes restructured mortgage loans that are government guaranteed totaling $134 million and $115 million at March 31, 2011 and December 31, 2010, respectively.

(2) Nonperforming restructurings are included in nonaccrual loan disclosures.

(3) Excludes restructured mortgage loans that are government guaranteed totaling $14 million included in loans held for sale at March 31, 2011 and December 31, 2010.

(4) Includes approximately $39 million and $110 million of nonperforming restructurings included in loans held for sale at March 31, 2011 and December 31, 2010, respectively.

(5) All restructurings are considered impaired. The allowance for loan and lease losses attributable to these restructured loans totaled $314 million and $324 million at March 31, 2011 and December 31, 2010, respectively.

BB&T had commitments totaling $56 million and $64 million at March 31, 2011 and December 31, 2010, respectively, to lend additional funds to clients with loans whose terms have been modified in restructurings.

16

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

NOTE 4.    Allowance for Loan and Lease Losses and Reserve for Unfunded Lending Commitments

An analysis of the allowance for credit losses for the three months ended March 31, 2011 is presented in the following table:

	Three Months Ended March 31, 2011
	Beginning Balance		Charge- Offs			Recoveries		Provision			Ending Balance
	(Dollars in millions)
Commercial:
Commercial and industrial	$	621	$	(78	)	$	4	$	(12	)	$	535
Commercial real estate—other		446		(68	)		3		116			497
Commercial real estate—residential ADC		469		(71	)		4		19			421
Specialized lending		21		(2	)		1		(2	)		18
Retail:
Direct retail lending		246		(78	)		9		68			245
Revolving credit		109		(27	)		5		18			105
Residential mortgage		298		(54	)		1		83			328
Sales finance		47		(10	)		2		4			43
Specialized lending		177		(50	)		5		43			175
Covered and other acquired		144		—			—		—			144
Unallocated		130		—			—		—			130
Allowance for loan and lease losses		2,708		(438	)		34		337			2,641
Reserve for unfunded lending commitments		47		—			—		3			50
Allowance for credit losses	$	2,755	$	(438	)	$	34	$	340		$	2,691

An analysis of the allowance for credit losses for the three months ended March 31, 2010 is presented in the following table:

	Three Months Ended March 31, 2010
	(Dollars in millions)
Beginning balance	$	2,672
Provision for credit losses		575
Loans and leases charged-off		(509	)
Recoveries of previous charge-offs		34
Net loans and leases charged-off		(475	)
Other changes, net		(13	)
Ending balance	$	2,759
Allowance for loan and lease losses	$	2,714
Reserve for unfunded lending commitments		45
Allowance for credit losses	$	2,759

17

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

The following tables provide a breakdown of the allowance for loan and lease losses and the recorded investment in loans based on the method for determining the allowance as of March 31, 2011 and December 31, 2010:

	March 31, 2011
	Allowance for Loan and Lease Losses
	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Loans Acquired With Deteriorated Credit Quality		Total
	(Dollars in millions)
Commercial:
Commercial and industrial	$	86	$	449	$	—	$	535
Commercial real estate—other		99		398		—		497
Commercial real estate—residential ADC		77		344		—		421
Specialized lending		—		18		—		18
Retail:
Direct retail lending		33		212		—		245
Revolving credit		26		79		—		105
Residential mortgage		161		167		—		328
Sales finance		1		42		—		43
Specialized lending		14		161		—		175
Covered and other acquired		—		39		105		144
Unallocated		—		130		—		130
Total	$	497	$	2,039	$	105	$	2,641

18

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

	March 31, 2011
	Loans and Leases
	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Loans Acquired With Deteriorated Credit Quality		Total
	(Dollars in millions)
Commercial:
Commercial and industrial	$	719	$	32,868	$	—	$	33,587
Commercial real estate—other		741		10,536		—		11,277
Commercial real estate—residential ADC		687		2,374		—		3,061
Specialized lending		4		3,199		—		3,203
Retail:
Direct retail lending		178		13,434		—		13,612
Revolving credit		62		2,001		—		2,063
Residential mortgage		832		17,396		—		18,228
Sales finance		7		7,114		—		7,121
Specialized lending		31		4,533		—		4,564
Covered and other acquired		—		3,165		2,694		5,859
Total	$	3,261	$	96,620	$	2,694	$	102,575

	December 31, 2010
	Allowance for Loan and Lease Losses
	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Loans Acquired With Deteriorated Credit Quality		Total
	(Dollars in millions)
Commercial:
Commercial and industrial	$	96	$	525	$	—	$	621
Commercial real estate—other		63		383		—		446
Commercial real estate—residential ADC		75		394		—		469
Specialized lending		1		20		—		21
Retail:
Direct retail lending		26		220		—		246
Revolving credit		25		84		—		109
Residential mortgage		167		131		—		298
Sales finance		1		46		—		47
Specialized lending		2		175		—		177
Covered and other acquired		—		54		90		144
Unallocated		—		130		—		130
Total	$	456	$	2,162	$	90	$	2,708

19

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

	December 31, 2010
	Loans and Leases
	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Loans Acquired With Deteriorated Credit Quality		Total
	(Dollars in millions)
Commercial:
Commercial and industrial	$	708	$	33,342	$	—	$	34,050
Commercial real estate—other		691		10,748		—		11,439
Commercial real estate—residential ADC		684		2,713		—		3,397
Specialized lending		4		3,399		—		3,403
Retail:
Direct retail lending		177		13,572		—		13,749
Revolving credit		62		2,065		—		2,127
Residential mortgage		803		16,747		—		17,550
Sales finance		5		7,045		—		7,050
Specialized lending		24		4,526		—		4,550
Covered and other acquired		—		3,394		2,858		6,252
Total	$	3,158	$	97,551	$	2,858	$	103,567

BB&T monitors the credit quality of its commercial portfolio segment using internal risk ratings. These ratings have been correlated with bond ratings for similar instruments based on management’s judgment. BB&T assigns an internal risk rating at loan origination and reviews the relationship again on an annual basis or at any point management becomes aware of information affecting the borrowers’ ability to fulfill their obligations.

BB&T monitors the credit quality of its retail portfolio segment based primarily on delinquency status, which is the primary factor considered in determining whether a retail loan should be classified as nonaccrual.

For the commercial portfolio segment, BB&T’s internal risk ratings were correlated with Moody’s bond ratings by mapping the historical default rates by internal risk grade to those implied in the bond ratings. Investment grade includes all loans mapped to a “Baa” or higher rating. Near investment grade includes all loans mapped to a “Ba” rating. Noninvestment grade includes all loans mapped to a “B” or lower rating. For the retail portfolio segment, nonperforming loans reflect loans in nonaccrual status.

20

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

The following tables illustrate the credit quality indicators associated with BB&T’s loans and leases held for investment as of March 31, 2011 and December 31, 2010. Covered and other acquired loans are excluded from this analysis because their related allowance is determined by loan pool performance due to the application of the accretion method.

			March 31, 2011
			Commercial
			Commercial & Industrial		Commercial Real Estate - Other		Commercial Real Estate - Residential ADC		Specialized Lending
			(Dollars in millions)
Investment grade			$	8,152	$	726	$	35	$	1,869
Near investment grade				16,344		4,547		436		816
Noninvestment grade—performing				8,497		5,496		2,022		507
Noninvestment grade—nonperforming (1)				594		508		568		11
Total			$	33,587	$	11,277	$	3,061	$	3,203
	March 31, 2011
	Retail
	Direct Retail Lending		Revolving Credit		Residential Mortgage		Sales Finance		Specialized Lending
	(Dollars in millions)
Performing	$	13,430	$	2,063	$	17,717	$	7,112	$	4,520
Nonperforming		182		—		511		9		44
	$	13,612	$	2,063	$	18,228	$	7,121	$	4,564
			December 31, 2010
			Commercial
			Commercial & Industrial		Commercial Real Estate - Other		Commercial Real Estate - Residential ADC		Specialized Lending
			(Dollars in millions)
Investment grade			$	8,358	$	687	$	35	$	2,070
Near investment grade				16,637		4,618		512		756
Noninvestment grade—performing				8,547		5,729		2,337		566
Noninvestment grade—nonperforming (1)				508		405		513		11
Total			$	34,050	$	11,439	$	3,397	$	3,403
	December 31, 2010
	Retail
	Direct Retail Lending		Revolving Credit		Residential Mortgage		Sales Finance		Specialized Lending
	(Dollars in millions)
Performing	$	13,558	$	2,127	$	17,084	$	7,044	$	4,501
Nonperforming		191		—		466		6		49
	$	13,749	$	2,127	$	17,550	$	7,050	$	4,550

(1) Excludes nonperforming commercial loans held for sale of $189 million and $521 million as of March 31, 2011 and December 31, 2010, respectively.

21

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

The following tables represent an aging analysis of BB&T’s past due loans and leases as of March 31, 2011 and December 31, 2010:

	March 31, 2011
	Loans and Leases Excluding Covered (1)
	Accruing Loans and Leases
	Current		30-89 Days Past Due		90 Days Or More Past Due		Nonaccrual Loans And Leases (2)		Total Loans And Leases, Excluding Covered Loans
	(Dollars in millions)
Commercial:
Commercial and industrial	$	32,850	$	137	$	6	$	594	$	33,587
Commercial real estate—other		10,695		54		20		508		11,277
Commercial real estate—residential ADC		2,448		40		5		568		3,061
Specialized lending		3,161		25		6		11		3,203
Retail:
Direct retail lending		13,205		166		59		182		13,612
Revolving credit		2,021		24		18		—		2,063
Residential mortgage (3)		16,891		515		311		511		18,228
Sales finance		7,022		67		23		9		7,121
Specialized lending		4,379		141		—		44		4,564
Other acquired		53		1		2		—		56
Total	$	92,725	$	1,170	$	450	$	2,427	$	96,772

	December 31, 2010
	Loans and Leases Excluding Covered (1)
	Accruing Loans and Leases
	Current		30-89 Days Past Due		90 Days Or More Past Due		Nonaccrual Loans And Leases (2)		Total Loans And Leases, Excluding Covered Loans
	(Dollars in millions)
Commercial:
Commercial and industrial	$	33,371	$	163	$	8	$	508	$	34,050
Commercial real estate—other		10,962		68		4		405		11,439
Commercial real estate—residential ADC		2,792		84		8		513		3,397
Specialized lending		3,358		29		5		11		3,403
Retail:
Direct retail lending		13,293		189		76		191		13,749
Revolving credit		2,079		28		20		—		2,127
Residential mortgage (3)		16,173		615		296		466		17,550
Sales finance		6,922		95		27		6		7,050
Specialized lending		4,281		219		1		49		4,550
Other acquired		54		1		3		—		58
Total	$	93,285	$	1,491	$	448	$	2,149	$	97,373

(1) Covered loans have been excluded from this aging analysis because they are covered by FDIC loss sharing agreements, and their related allowance is determined by loan pool performance due to the application of the accretion method.

(2) Excludes nonperforming commercial loans held for sale of $189 million and $521 million as of March 31, 2011 and December 31, 2010, respectively.

(3) Residential mortgage loans include $71 million and $83 million in government guaranteed loans past due 30-89 days, and $187 million and $153 million in government guaranteed loans past due greater than 90 days as of March 31, 2011 and December 31, 2010, respectively.

22

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

The following tables set forth certain information regarding BB&T’s impaired loans, excluding acquired impaired loans and loans held for sale, that were evaluated for specific reserves as of March 31, 2011 and December 31, 2010. The average balance of impaired loans and the interest income recognized while on impaired status are reported for the three months ended March 31, 2011.

	March 31, 2011
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(Dollars in millions)
With No Related Allowance Recorded:
Commercial:
Commercial and industrial	$	182	$	281	$	—	$	252	$	—
Commercial real estate—other		161		248		—		252		—
Commercial real estate—residential ADC		229		357		—		258		—
Specialized lending		—		—		—		—		—
Retail:
Direct retail lending		23		75		—		25		—
Residential mortgage (1)		39		74		—		30		—
Sales finance		1		1		—		3		—
Specialized lending		1		2		—		10		—
With An Allowance Recorded:
Commercial:
Commercial and industrial		537		559		86		510		1
Commercial real estate—other		580		629		99		552		2
Commercial real estate—residential ADC		458		527		77		484		1
Specialized lending		4		4		—		4		—
Retail:
Direct retail lending		155		163		33		152		2
Revolving credit		62		62		26		61		1
Residential mortgage (1)		659		676		148		663		7
Sales finance		6		7		1		2		—
Specialized lending		30		30		14		14		—
Total	$	3,127	$	3,695	$	484	$	3,272	$	14

23

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

	December 31, 2010
	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(Dollars in millions)
With No Related Allowance Recorded:
Commercial:
Commercial and industrial	$	196	$	267	$	—
Commercial real estate—other		175		246		—
Commercial real estate—residential ADC		200		300		—
Retail:
Direct retail lending		22		69		—
Residential mortgage (1)		25		50		—
With An Allowance Recorded:
Commercial:
Commercial and industrial		512		534		96
Commercial real estate—other		516		565		63
Commercial real estate—residential ADC		484		556		75
Specialized lending		4		4		1
Retail:
Direct retail lending		155		161		26
Revolving credit		62		61		25
Residential mortgage (1)		663		690		153
Sales finance		5		5		1
Specialized lending		24		24		2
Total	$	3,043	$	3,532	$	442

(1) Residential mortgage loans exclude $134 million and $115 million in government guaranteed loans and related allowance of $13 million and $14 million as of March 31, 2011 and December 31, 2010, respectively.

NOTE 5.    Goodwill and Other Intangible Assets

The changes in the carrying amounts of goodwill attributable to each of BB&T’s operating segments for the three months ended March 31, 2011 are reflected in the table below. To date, there have been no goodwill impairments recorded by BB&T.

	Community Banking		Residential Mortgage Banking		Sales Finance		Specialized Lending		Insurance Services		Financial Services		All Other		Total
	(Dollars in millions)
Balance January 1, 2011	$	4,519	$	7	$	93	$	104	$	1,067	$	192	$	26	$	6,008
Contingent consideration		—		—		—		—		6		—		—		6
Balance, March 31, 2011	$	4,519	$	7	$	93	$	104	$	1,073	$	192	$	26	$	6,014

24

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

The following table presents the gross carrying amounts and accumulated amortization for BB&T’s identifiable intangible assets subject to amortization at the dates presented:

	March 31, 2011							December 31, 2010
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(Dollars in millions)
Identifiable intangible assets:
Core deposit intangibles	$	626	$	(450	)	$	176	$	626	$	(438	)	$	188
Other (1)		753		(446	)		307		752		(432	)		320
Totals	$	1,379	$	(896	)	$	483	$	1,378	$	(870	)	$	508

(1) Other identifiable intangibles are primarily customer relationship intangibles.

NOTE 6.    Loan Servicing

Residential Mortgage Banking Activities

The following table includes a summary of residential mortgage loans managed or securitized and related delinquencies and net charge-offs:

	March 31, 2011		December 31, 2010
	(Dollars in millions)
Mortgage loans managed or securitized (1)	$	23,116	$	23,692
Less: Loans securitized and transferred to securities available for sale		4		4
Loans held for sale		1,943		3,068
Covered mortgage loans		1,407		1,446
Mortgage loans sold with recourse		1,534		1,624
Mortgage loans held for investment	$	18,228	$	17,550
Mortgage loans on nonaccrual status (2)	$	511	$	466
Mortgage loans 90 days past due and still accruing interest (2)		124		143
Mortgage loans net charge-offs (3)		53		390

(1) Balances exclude loans serviced for others, with no other continuing involvement.

(2) Includes amounts related to residential mortgage loans held for sale and excludes amounts related to government guaranteed loans.

(3) Net charge-offs for March 31, 2011 reflect three months.

The unpaid principal balances of BB&T’s total residential mortgage servicing portfolio were $86.6 billion and $83.6 billion at March 31, 2011 and December 31, 2010, respectively. The unpaid principal balances of residential mortgage loans serviced for others consist primarily of agency conforming fixed-rate mortgage loans and totaled $64.9 billion and $61.8 billion at March 31, 2011 and December 31, 2010, respectively. Mortgage loans serviced for others are not included in loans on the accompanying Consolidated Balance Sheets.

During the three months ended March 31, 2011 and 2010, BB&T sold residential mortgage loans from the held for sale portfolio with unpaid principal balances of $5.5 billion and $4.5 billion, respectively, and recognized pre-tax gains of $35 million and $38 million, respectively, including the impact of interest rate lock commitments. These gains are recorded in noninterest income as a component of mortgage banking income. BB&T retained the related mortgage servicing rights and receives servicing fees.

25

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

At March 31, 2011 and 2010, the approximate weighted average servicing fee was 0.35% and 0.36%, respectively, of the outstanding balance of the residential mortgage loans serviced for others. The weighted average coupon interest rate on the portfolio of mortgage loans serviced for others was 5.17% and 5.49% at March 31, 2011 and 2010, respectively. BB&T recognized servicing fees of $58 million and $57 million during the first three months of 2011 and 2010, respectively, as a component of mortgage banking income.

At March 31, 2011 and December 31, 2010, BB&T had $1.5 billion and $1.6 billion, respectively, of residential mortgage loans sold with recourse liability. In the event of nonperformance by the borrower, BB&T has maximum recourse exposure of approximately $578 million and $597 million as of March 31, 2011 and December 31, 2010, respectively. At March 31, 2011 and December 31, 2010, BB&T has recorded $6 million of reserves related to these recourse exposures. Payments made to date have been immaterial.

Residential mortgage servicing rights are recorded on the Consolidated Balance Sheets at fair value with changes in fair value recorded as a component of mortgage banking income in the Consolidated Statements of Income for each period. BB&T uses various derivative instruments to mitigate the income statement effect of changes in fair value, due to changes in valuation inputs and assumptions, of its residential mortgage servicing rights. The following is an analysis of the activity in BB&T’s residential mortgage servicing rights for the three months ended March 31, 2011 and 2010:

	Residential Mortgage Servicing Rights Three Months Ended March 31,
	2011			2010
	(Dollars in millions)
Carrying value, January 1,	$	830		$	832
Additions		86			69
Increase (decrease) in fair value:
Due to changes in valuation inputs or assumptions		40			5
Other changes (1)		(28	)		(31	)
Carrying value, March 31,	$	928		$	875

(1) Represents the realization of expected net servicing cash flows, expected borrower payments and the passage of time.

BB&T uses assumptions and estimates in determining the fair value of mortgage servicing rights. These assumptions include prepayment speeds, servicing costs and Option Adjusted Spread commensurate with the risks involved and comparable to assumptions used by market participants to value and bid servicing rights available for sale in the market. At March 31, 2011, the sensitivity of the current fair value of the residential mortgage servicing rights to immediate 10% and 20% adverse changes in key economic assumptions are included in the accompanying table:

26

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

	Residential Mortgage Servicing Rights March 31, 2011
	(Dollars in millions)
Fair value of residential mortgage servicing rights	$	928
Composition of residential loans serviced for others:
Fixed-rate mortgage loans		99	%
Adjustable-rate mortgage loans		1
Total		100	%
Weighted average life		6.4	yrs
Prepayment Speed		10.5	%
Effect on fair value of a 10% increase	$	(40	)
Effect on fair value of a 20% increase		(76	)
Weighted average discount rate		10.6	%
Effect on fair value of a 10% increase	$	(41	)
Effect on fair value of a 20% increase		(79	)

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 this table, the effect of an adverse variation in a particular assumption on the fair value of the mortgage servicing rights is calculated without changing any other assumption; while in reality, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments), which may magnify or counteract the effect of the change.

Commercial Mortgage Banking Activities

BB&T also arranges and services commercial real estate mortgages through Grandbridge Real Estate Capital, LLC (“Grandbridge”) the commercial mortgage banking subsidiary of Branch Bank. During the three months ended March 31, 2011 and 2010, Grandbridge originated $930 million and $268 million, respectively, of commercial real estate mortgages, the majority of which were arranged for third party investors. As of March 31, 2011 and December 31, 2010, Grandbridge’s portfolio of commercial real estate mortgages serviced for others totaled $24.4 billion and $24.1 billion, respectively. Commercial real estate mortgage loans serviced for others are not included in loans on the accompanying Consolidated Balance Sheets. Grandbridge had $4.4 billion in loans serviced for others that were covered by recourse provisions at March 31, 2011 and December 31, 2010. At March 31, 2011 and December 31, 2010, Grandbridge’s maximum exposure to loss for these loans was approximately $1.2 billion. BB&T has recorded $21 million and $19 million of reserves related to these recourse exposures at March 31, 2011 and December 31, 2010, respectively.

Commercial mortgage servicing rights are recorded as other assets on the Consolidated Balance Sheets at lower of cost or market and amortized in proportion to and over the estimated period that net servicing income is expected to be received based on projections of the amount and timing of estimated future net cash flows. The following is an analysis of the activity in BB&T’s commercial mortgage servicing rights for the three months ended March 31, 2011 and 2010:

27

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

	Commercial Mortgage Servicing Rights Three Months Ended March 31,
	2011			2010
	(Dollars in millions)
Carrying value, January 1,	$	103		$	101
Additions		6			2
Amortization expense		(5	)		(4	)
Carrying value, March 31,	$	104		$	99

At March 31, 2011, the sensitivity of the current fair value of the capitalized commercial mortgage servicing rights to adverse changes in key economic assumptions are included in the accompanying table:

	Commercial Mortgage Servicing  Rights March 31, 2011
	(Dollars in millions)
Fair value of commercial mortgage servicing rights	$	120
Weighted average life		7.1	yrs
Prepayment speed		0.0	%
Weighted average discount rate		12.2	%
Effect on fair value of a 25% increase	$	(9	)
Effect on fair value of a 50% increase		(17	)

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 this table, the effect of an adverse variation in a particular assumption on the fair value of the mortgage servicing rights is calculated without changing any other assumption; while in reality, changes in one factor may result in changes in another (for example, increases in market interest rates may result in increased value of escrow deposits), which may magnify or counteract the effect of the change.

NOTE 7.    Deposits

A summary of BB&T’s deposits is presented in the accompanying table:

	March 31, 2011		December 31, 2010
	(Dollars in millions)
Noninterest-bearing deposits	$	21,864	$	20,637
Interest checking		3,711		4,050
Other client deposits		57,432		54,040
Client certificates of deposit		20,580		21,317
Other interest-bearing deposits		3,326		7,169
Total deposits	$	106,913	$	107,213

Time deposits that are $100,000 and greater totaled $10.8 billion and $10.6 billion at March 31, 2011 and December 31, 2010, respectively.

28

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

NOTE 8.    Long-Term Debt

Long-term debt comprised the following:

	March 31, 2011		December 31, 2010
	(Dollars in millions)
BB&T Corporation
3.10% Senior Notes Due 2011	$	250	$	250
3.85% Senior Notes Due 2012		1,000		1,000
3.38% Senior Notes Due 2013		500		500
5.70% Senior Notes Due 2014		510		510
3.95% Senior Notes Due 2016		499		499
3.20% Senior Notes Due 2016 (5)		999		—
6.85% Senior Notes Due 2019 (5)		538		538
6.50% Subordinated Notes Due 2011 (1)		611		610
4.75% Subordinated Notes Due 2012 (1)		490		490
5.20% Subordinated Notes Due 2015 (1)		932		932
4.90% Subordinated Notes Due 2017 (1)(5)		340		339
5.25% Subordinated Notes Due 2019 (1)(5)		586		586
Branch Bank
Floating Rate Subordinated Notes Due 2016 (1)(2)		350		350
Floating Rate Subordinated Notes Due 2017 (1)(2)		261		261
4.875% Subordinated Notes Due 2013 (1)		222		222
5.625% Subordinated Notes Due 2016 (1)(5)		386		386
Federal Home Loan Bank Advances to Branch Bank (3)
Varying maturities to 2034		10,147		10,243
Junior Subordinated Debt to Unconsolidated Trusts (4)		3,269		3,269
Other Long-Term Debt		99		123
Fair value hedge-related basis adjustments		602		622
Total Long-Term Debt	$	22,591	$	21,730

(1) Subordinated notes that qualify under the risk-based capital guidelines as Tier 2 supplementary capital, subject to certain limitations.

(2) These floating-rate securities are based on LIBOR and had an effective rate of 0.62% as of March 31, 2011.

(3) $800 million of these advances were swapped to a floating rate based on LIBOR. At March 31, 2011, the weighted average cost of these advances was 3.17% including the effect of fair value hedges, and the weighted average maturity was 6.0 years.

(4) Securities that qualify under the risk-based capital guidelines as Tier 1 capital, subject to certain limitations. Refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010 for additional information.

(5) These fixed rate notes were swapped to floating rates based on LIBOR. At March 31, 2011, the effective rates paid on these borrowings ranged from 1.25% to 3.89%.

In March 2011, BB&T made the decision to retire all of its junior subordinated debt to unconsolidated trusts through the exercise of certain early redemption provisions. BB&T determined that it was appropriate to amortize the debt issuance costs and related discounts or premiums, including fair value hedge adjustments, over the period from March 2011 to the expected redemption date for each of the impacted debt securities.

29

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

NOTE 9.    Shareholders’ Equity

Common Stock

The authorized common stock of BB&T consists of two billion shares with a $5 par value. There were 696 million and 694 million common shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively.

Preferred Stock

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

Equity-Based Plans

At March 31, 2011, BB&T had options, restricted shares and restricted share units outstanding from the following equity-based compensation plans: the 2004 Stock Incentive Plan (“2004 Plan”), the 1995 Omnibus Stock Incentive Plan (“Omnibus Plan”), the Non-Employee Directors’ Stock Option Plan (“Directors’ Plan”), and a plan assumed from an acquired entity. BB&T’s shareholders have approved all equity-based compensation plans with the exception of plans assumed from acquired companies. As of March 31, 2011, the 2004 Plan is the only plan that has shares available for future grants. The 2004 Plan allows for accelerated vesting of awards for holders who retire and have met all retirement eligibility requirements and in connection with certain other events. Refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010 for further disclosures related to equity-based awards issued by BB&T.

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

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

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

30

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

The following table details the activity during the first three months of 2011 related to stock options awarded by BB&T:

	Three Months Ended March 31, 2011
	Options			Wtd. Avg. Exercise Price
Outstanding at beginning of period		44,690,131		$	35.06
Granted		3,790,012			27.73
Exercised		(24,567	)		18.24
Forfeited or expired		(2,466,224	)		36.41
Outstanding at end of period		45,989,352			34.39
Exercisable at end of period		34,377,969		$	36.38

The following table details the activity during the first three months of 2011 related to restricted shares and restricted share units awarded by BB&T:

	Three Months Ended March 31, 2011
	Shares/Units			Wtd. Avg. Grant Date Fair Value
Nonvested at beginning of period		13,283,786		$	20.06
Granted		2,520,382			24.17
Vested		(1,736,841	)		30.08
Forfeited		(227,975	)		22.15
Nonvested at end of period		13,839,352		$	19.52

31

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

NOTE 10.    Accumulated Other Comprehensive Income (Loss)

The balances in accumulated other comprehensive income (loss) at March 31, 2011 and December 31, 2010 are shown in the following table:

	March 31, 2011									December 31, 2010
	Pre-Tax Amount			Deferred Tax Expense (Benefit)			After-Tax Amount			Pre-Tax Amount			Deferred Tax Expense (Benefit)			After-Tax Amount
	(Dollars in millions)
Unrecognized net pension and postretirement costs	$	(579	)	$	(216	)	$	(363	)	$	(587	)	$	(219	)	$	(368	)
Unrealized net gains (losses) on cash flow hedges		(60	)		(22	)		(38	)		(75	)		(28	)		(47	)
Unrealized net gains (losses) on securities available for sale		(83	)		(30	)		(53	)		(250	)		(93	)		(157	)
Unrecognized loss on securities held to maturity (1)		(35	)		(14	)		(21	)		—			—			—
FDIC’s share of unrealized (gains) losses on securities available for sale under the loss share agreements (2)		(372	)		(139	)		(233	)		(281	)		(105	)		(176	)
Foreign currency translation adjustment		(6	)		(8	)		2			(6	)		(7	)		1
Total	$	(1,135	)	$	(429	)	$	(706	)	$	(1,199	)	$	(452	)	$	(747	)

(1) Represents unrealized losses on certain available for sale securities that were transferred to held to maturity classification. These losses are being amortized and recognized in net income over the remaining expected life of the underlying securities.

(2) Certain securities available for sale are covered by loss sharing agreements with the FDIC. These securities covered by the loss sharing agreements reflected a net unrealized pretax gain of $403 million and $305 million as of March 31, 2011 and December 31, 2010, respectively. The FDIC’s share of this net unrealized pretax gain, upon sale, would have been $372 million and $281 million as of March 31, 2011 and December 31, 2010, respectively, and was recorded as a reduction in other comprehensive income.

As of March 31, 2011 and December 31, 2010, unrealized net losses on securities available for sale included $97 million and $115 million, respectively, of pre-tax losses related to other-than-temporarily impaired non-agency mortgage-backed securities where a portion of the loss was recognized in net income.

32

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

The following tables reflect the components of total comprehensive income (loss) for the three months ended March 31, 2011 and 2010:

	Three Months Ended March 31, 2011
	Pre-Tax			Tax Effect			After-Tax
	(Dollars in millions)
Comprehensive income:
Net income	$	287		$	53		$	234
Other comprehensive income:
Unrealized net holding gains (losses) arising during the period on securities available for sale		132			49			83
Net change in amounts attributable to the FDIC under the loss share agreements		(91	)		(34	)		(57	)
Net change in unrecognized gains (losses) on cash flow hedges		15			6			9
Net change in foreign currency translation adjustment		—			(1	)		1
Net change in pension and postretirement liability		8			3			5
Total comprehensive income	$	351		$	76		$	275

	Three Months Ended March 31, 2010
	Pre-Tax			Tax Effect			After-Tax
	(Dollars in millions)
Comprehensive income:
Net income	$	242		$	48		$	194
Other comprehensive income:
Unrealized net holding gains (losses) arising during the period on securities available for sale		304			116			188
Reclassification adjustment for (gains) losses on securities available for sale included in net income		3			1			2
Net change in amounts attributable to the FDIC under the loss share agreements		(44	)		(17	)		(27	)
Net change in unrecognized gains (losses) on cash flow hedges		(70	)		(27	)		(43	)
Net change in foreign currency translation adjustment		—			(1	)		1
Net change in pension and postretirement liability		6			2			4
Total comprehensive income	$	441		$	122		$	319

NOTE 11.    Income Taxes

BB&T’s provision for income taxes was $53 million and $48 million for the three months ended March 31, 2011 and 2010, respectively. The effective tax rates for the three months ended March 31, 2011 and 2010 were 18.5% and 19.8%, respectively. The lower effective tax rates for the three months ended March 31, 2011 and 2010 compared to statutory income tax rates is primarily the result of tax-exempt income and tax credits.

In February 2010, BB&T received an IRS statutory notice of deficiency for tax years 2002-2007 asserting a liability for taxes, penalties and interest of approximately $892 million related to the disallowance of foreign tax credits and other deductions claimed by a deconsolidated subsidiary in connection with a financing transaction. Management has consulted with outside counsel and continues to believe that BB&T’s treatment of this transaction was in compliance with applicable tax laws and regulations. BB&T paid the disputed tax, penalties

33

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

and interest, and filed a lawsuit seeking a refund in the U.S. Court of Federal Claims in March 2010. Management believes the Company’s current reserves for this matter are adequate, although the final outcome is uncertain. Final resolution of this matter is not expected to occur within the next twelve months.

NOTE 12.    Benefit Plans

BB&T provides various benefit plans to substantially all employees, including employees of acquired entities. Employees of acquired entities generally participate in existing BB&T plans after consummation of the business combinations. The plans of acquired institutions are typically merged into the BB&T plans after consummation of the mergers, and, under these circumstances, credit is usually given to these employees for years of service at the acquired institution for vesting and eligibility purposes. The Colonial transaction, as an asset purchase, was handled differently from typical mergers. The retirement plans of Colonial were not assumed by BB&T, and as such, were not merged into the BB&T plans. Credit for years of service with Colonial, where given, was determined on a plan-by-plan basis with regard to the participation of former Colonial employees in BB&T’s plans.

The following table summarizes the components of net periodic benefit cost recognized for BB&T’s pension plans for the three months ended March 31, 2011 and 2010, respectively:

	Pension Plans
	Qualified						Nonqualified
	Three Months Ended March 31,						Three Months Ended March 31,
	2011			2010			2011		2010
	(Dollars in millions)
Service cost	$	26		$	20		$	2	$	1
Interest cost		23			21			2		2
Estimated return on plan assets		(49	)		(44	)		—		—
Amortization and other		7			5			1		1
Net periodic benefit cost	$	7		$	2		$	5	$	4

BB&T makes contributions to the qualified pension plan in amounts between the minimum required for funding standard accounts and the maximum amount deductible for federal income tax purposes. A discretionary contribution of $61 million was made to the qualified pension plan in the first quarter of 2010. Management is not required to, and currently has no plans to, make a contribution to the qualified pension plan in 2011; however, such a contribution may be made during 2011, if deemed appropriate.

NOTE 13.    Commitments and Contingencies

BB&T utilizes a variety of financial instruments to meet the financing needs of clients and to reduce exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, letters of credit and financial guarantees and derivatives. BB&T also has commitments to fund certain affordable housing investments and contingent liabilities of certain sold loans.

Commitments to extend, originate or purchase credit are primarily lines of credit to businesses and consumers and have specified rates and maturity dates. Many of these commitments also have adverse change clauses, which allow BB&T to cancel the commitment due to deterioration in the borrowers’ creditworthiness.

Letters of credit and financial guarantees written are unconditional commitments issued by BB&T to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public

34

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

and private borrowing arrangements, including commercial paper issuance, bond financing and similar transactions, the majority of which are to tax exempt entities. The credit risk involved in the issuance of these guarantees is essentially the same as that involved in extending loans to clients and as such, the instruments are collateralized when necessary. As of March 31, 2011 and December 31, 2010, BB&T had issued letters of credit totaling $6.9 billion and $7.3 billion, respectively. The carrying amount of the liability for such guarantees was $40 million and $41 million at March 31, 2011 and December 31, 2010, respectively.

A derivative is a financial instrument that derives its cash flows, and therefore its value, by reference to an underlying instrument, index or referenced interest rate. For additional disclosures related to BB&T’s derivatives refer to Note 15.

In the ordinary course of business, BB&T indemnifies its officers and directors to the fullest extent permitted by law against liabilities arising from pending litigation. BB&T also issues standard representations and warranties in underwriting agreements, merger and acquisition agreements, loan sales, brokerage activities and other similar arrangements. Counterparties in many of these indemnification arrangements provide similar indemnifications to BB&T. Although these agreements often do not specify limitations, BB&T does not believe that any payments related to these guarantees would materially change the financial condition or results of operations of BB&T.

Merger and acquisition agreements of businesses other than financial institutions occasionally include additional incentives to the acquired entities to offset the loss of future cash flows previously received through ownership positions. Typically, these incentives are based on the acquired entity’s contribution to BB&T’s earnings compared to agreed-upon amounts. When offered, these incentives are typically issued for terms of three to five years. As certain provisions of these agreements do not specify dollar limitations, it is not possible to quantify the maximum exposure resulting from these agreements.

In connection with the Colonial acquisition, Branch Bank entered into loss sharing agreements with the FDIC related to certain assets acquired. Pursuant to the terms of these loss sharing agreements, the FDIC’s obligation to reimburse Branch Bank for losses with respect to certain loans, OREO, certain investment securities and other assets (collectively, “covered assets”), begins with the first dollar of loss incurred. For additional information about the terms of the loss sharing agreements refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010.

BB&T invests in certain affordable housing and historic building rehabilitation projects throughout its market area as a means of supporting local communities, and receives tax credits related to these investments. BB&T typically acts as a limited partner in these investments and does not exert control over the operating or financial policies of the partnerships. Branch Bank typically provides financing during the construction and development of the properties; however, permanent financing is generally obtained from independent third parties upon completion of a project. As of March 31, 2011 and December 31, 2010, BB&T had investments of $1.2 billion related to these projects, which are included as other assets on the Consolidated Balance Sheets. BB&T’s outstanding commitments to fund affordable housing investments totaled $295 million and $334 million at March 31, 2011 and December 31, 2010, respectively, which are included as other liabilities on the Consolidated Balance Sheets. As of March 31, 2011 and December 31, 2010, BB&T had outstanding loan commitments to these funds of $226 million and $135 million, respectively. Of these amounts, $60 million and $36 million had been funded at March 31, 2011 and December 31, 2010, respectively, and were included in loans and leases on the Consolidated Balance Sheets. BB&T’s maximum risk exposure related to these investments totaled $1.4 billion and $1.3 billion at March 31, 2011 and December 31, 2010, respectively.

BB&T has sold certain mortgage-related loans that contain recourse provisions. These provisions generally require BB&T to reimburse the investor for a share of any loss that is incurred after the disposal of the property.

35

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

At March 31, 2011 and December 31, 2010, BB&T had $1.5 billion and $1.6 billion, respectively, of residential mortgage loans sold with recourse. In the event of nonperformance by the borrower, BB&T has maximum recourse exposure of approximately $578 million and $597 million as of March 31, 2011 and December 31, 2010, respectively. In addition, BB&T has $4.4 billion in commercial loans serviced for others that were covered by recourse provisions at March 31, 2011 and December 31, 2010. As of March 31, 2011 and December 31, 2010, BB&T’s maximum exposure to loss for these loans is approximately $1.2 billion. BB&T has recorded $27 million and $25 million of reserves related to these recourse exposures at March 31, 2011 and December 31, 2010, respectively.

BB&T also issues standard representations and warranties related to mortgage loan sales to government-sponsored entities. Although these agreements often do not specify limitations, BB&T does not believe that any payments related to these warranties would materially change the financial condition or results of operations of BB&T. BB&T has recorded $17 million and $15 million of reserves related to potential losses resulting from repurchases of loans sold at March 31, 2011 and December 31, 2010, respectively.

BB&T has investments and future funding commitments to certain venture capital funds. As of March 31, 2011 and December 31, 2010, BB&T had investments of $272 million and $266 million related to these ventures, respectively. As of March 31, 2011 and December 31, 2010, BB&T had future funding commitments of $172 million and $185 million, respectively. BB&T’s risk exposure relating to such commitments is generally limited to the amount of investments and future funding commitments made.

Legal Proceedings

The nature of the business of BB&T’s banking and other subsidiaries ordinarily results in a certain amount of claims, litigation, investigations and legal and administrative cases and proceedings, all of which are considered incidental to the normal conduct of business. BB&T believes it has meritorious defenses to the claims asserted against it in its currently outstanding legal proceedings and, with respect to such legal proceedings, intends to continue to defend itself vigorously, litigating or settling cases according to management’s judgment as to what is in the best interests of BB&T and its shareholders.

The Company is a defendant in three separate cases primarily challenging the Company’s daily ordering of debit transactions posted to customer checking accounts for the period from 2003 to 2010. The plaintiffs have requested class action treatment, however, no class has been certified. The court has denied motions by the Company to dismiss these cases and compel them to be submitted to individual arbitration. The Company has filed appeals in all three matters, which, if granted, would preclude class action treatment. Even if those appeals are denied, the Company believes it has meritorious defenses against these matters, including class certification. Because of these appeals, and because these cases are in the early stages and no damages have been specified, no specific loss or range of loss can be determined currently.

On at least a quarterly basis, BB&T assesses its liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. For those matters where it is probable that BB&T will incur a loss and the amount of the loss can be reasonably estimated, BB&T records a liability in its consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on a quarterly basis. For other matters, where a loss is not probable or the amount of the loss is not estimable, BB&T has not accrued legal reserves. While the outcome of legal proceedings is inherently uncertain, based on information currently available, advice of counsel and available insurance coverage, BB&T’s management believes that its established legal reserves are adequate and the liabilities arising from BB&T’s legal proceedings will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows of BB&T. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to BB&T’s consolidated financial position, consolidated results of operations or consolidated cash flows.

36

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

NOTE 14.    Fair Value Disclosures

BB&T carries various assets and liabilities at fair value based on applicable accounting standards. In addition, BB&T has elected to account for prime residential mortgage and commercial mortgage loans originated as loans held for sale at fair value in accordance with applicable accounting standards (the “Fair Value Option”). BB&T also has certain loans held for sale that were originated as loans held for investment. These loans are carried at the lower of cost or market. Accounting standards define fair value as the exchange price that would be received on the measurement date to sell an asset or the price paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants. These standards also established a three level fair value hierarchy that describes the inputs that are used to measure assets and liabilities. Level 1 asset and liability fair values are based on quoted prices in active markets for identical assets and liabilities. Level 2 asset and liability fair values are based on observable inputs that include: quoted market prices for similar assets or liabilities; quoted market prices that are not in an active market; or other inputs that are observable in the market and can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 assets and liabilities are financial instruments whose value is calculated by the use of pricing models and/or discounted cash flow methodologies, as well as financial instruments for which the determination of fair value requires significant management judgment or estimation. These methodologies may result in a significant portion of the fair value being derived from unobservable data.

Assets and liabilities measured at fair value on a recurring basis, including financial instruments for which BB&T has elected the Fair Value Option are summarized below:

			Fair Value Measurements for Assets and Liabilities Measured on  a Recurring Basis
	3/31/2011		Level 1		Level 2		Level 3
			(Dollars in millions)
Assets:
Trading securities	$	730	$	295	$	434	$	1
Securities available for sale:
U.S. government-sponsored entities (GSE)		125		—		125		—
Mortgage-backed securities issued by GSE		13,649		—		13,649		—
States and political subdivisions		1,816		—		1,764		52
Non-agency mortgage-backed securities		464		—		464		—
Equity and other securities		179		115		64		—
Covered securities		1,654		—		595		1,059
Loans held for sale (1)		2,109		—		2,109		—
Residential mortgage servicing rights		928		—		—		928
Derivative assets: (2)
Interest rate contracts		698		1		686		11
Foreign exchange contracts		6		—		6		—
Venture capital and similar investments (2) (3)		272		—		—		272
Total assets	$	22,630	$	411	$	19,896	$	2,323
Liabilities:
Derivative liabilities: (2)
Interest rate contracts	$	776	$	4	$	768	$	4
Foreign exchange contracts		5		—		5		—
Short-term borrowed funds (4)		302		—		302		—
Total liabilities	$	1,083	$	4	$	1,075	$	4

37

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

			Fair Value Measurements for Assets and     Liabilities Measured on a Recurring Basis
	12/31/2010		Level 1		Level 2		Level 3
			(Dollars in millions)
Assets:
Trading securities	$	633	$	276	$	346	$	11
Securities available for sale:
U.S. government-sponsored entities (GSE)		103		—		103		—
Mortgage-backed securities issued by GSE		18,344		—		18,344		—
States and political subdivisions		1,909		—		1,790		119
Non-agency mortgage-backed securities		515		—		515		—
Equity and other securities		759		147		605		7
Covered securities		1,539		—		585		954
Loans held for sale (1)		3,176		—		3,176		—
Residential mortgage servicing rights		830		—		—		830
Derivative assets: (2)
Interest rate contracts		926		1		913		12
Foreign exchange contracts		7		—		7		—
Venture capital and similar investments (2) (3)		266		—		—		266
Total assets	$	29,007	$	424	$	26,384	$	2,199
Liabilities:
Derivative liabilities: (2)
Interest rate contracts	$	996	$	10	$	949	$	37
Foreign exchange contracts		6		—		6		—
Short-term borrowed funds (4)		233		—		233		—
Total liabilities	$	1,235	$	10	$	1,188	$	37

(1) Excludes loans held for sale carried at the lower of cost or market.

(2) These amounts are reflected in other assets and other liabilities on the Consolidated Balance Sheets.

(3) Based on an analysis of the nature and risks of these investments, BB&T has determined that presenting these investments as a single class is appropriate.

(4) Short-term borrowed funds reflect securities sold short positions.

The following discussion focuses on the valuation techniques and significant inputs used by BB&T in determining the Level 2 and Level 3 fair values of each significant class of assets and liabilities.

The fair values for available-for-sale and trading securities are generally based upon quoted market prices or observable market prices for similar instruments. BB&T generally utilizes a third-party pricing service in determining the fair value of its securities portfolio. The pricing service uses observable inputs when available including benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids and offers. For certain security types, additional inputs may be used, or some inputs may not be applicable. BB&T performs a review of pricing on actual trades executed in order to validate the fair values provided by this pricing service. BB&T also analyzes available third-party market data for a sample of securities to further validate these fair values. When market observable data is not available, which generally occurs due to the lack of liquidity for certain securities, the valuation of the security is subjective and may involve substantial judgment by management.

38

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

Specific valuation techniques and inputs used in determining the fair value of each significant class of assets and liabilities follows:

Trading securities:Trading securities are composed of all types of debt and equity securities, but the majority consists of debt securities issued by the U.S. Treasury, U.S. government-sponsored entities, or states and political subdivisions. The valuation techniques used for these investments are more fully discussed below.

U.S. government-sponsored entities (GSE) and Mortgage-backed securities issued by GSE:These are debt securities issued by government sponsored entities. BB&T’s valuations 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.

States and political subdivisions:These are debt securities issued by states and political subdivisions. BB&T’s valuations are primarily based on a market approach using observable inputs such as benchmark yields, MSRB reported trades, material event notices and new issue data.

Non-agency mortgage-backed securities:BB&T’s valuation for these debt securities is based on a market approach using observable inputs such as benchmark yields and securities, TBA prices, reported trades, monthly payment information and collateral performance.

Equity and other securities:These securities consist primarily of equities, mutual funds and corporate bonds. These securities are valued based on a review of quoted market prices for identical and similar assets as well as through the various other inputs discussed previously.

Covered securities:Covered securities are covered by FDIC loss sharing agreements and consist of re-remic non-agency mortgage-backed securities and municipal securities. The covered state and political subdivision securities and certain non-agency mortgage-backed securities are valued in a manner similar to the approach described above for these asset classes. The re-remic non-agency mortgage-backed securities, which are categorized as Level 3, were valued based on broker dealer quotes that reflected certain unobservable market inputs.

Loans held for sale:BB&T originates certain mortgage loans to be sold to investors. These loans are carried at fair value based on BB&T’s election of the Fair Value Option. 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 loan held for sale.

Residential mortgage servicing rights:BB&T estimates the fair value of residential mortgage servicing rights (“MSRs”) using an option adjusted spread (“OAS”) valuation model to project MSR cash flows over multiple interest rate scenarios, which are then discounted at risk-adjusted rates. The OAS model considers portfolio characteristics, contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. When available, fair value estimates and assumptions are compared to observable market data and to recent market activity and actual portfolio experience.

Derivative assets and liabilities:BB&T uses derivatives to manage various financial risks. The fair values of derivative financial instruments are determined based on quoted market prices, dealer quotes and internal pricing models that are primarily sensitive to market observable data. The fair value of interest rate lock commitments, which are related to mortgage loan commitments, is based on quoted market prices adjusted for commitments that BB&T does not expect to fund and includes the value attributable to the net servicing fee.

39

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

Venture capital and similar investments:BB&T has venture capital and similar investments that are carried at fair value. 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.

Short-term borrowed funds:Short-term borrowed funds represent debt securities sold short. These are entered into through BB&T’s brokerage subsidiary Scott & Stringfellow, LLC. These trades are executed as a hedging strategy for the purposes of supporting institutional and retail client trading activities.

The tables below present reconciliations for the three months ended March 31, 2011 and 2010, respectively, for Level 3 assets and liabilities that are measured at fair value on a recurring basis.

	Fair Value Measurements Using Significant Unobservable Inputs
Three Months Ended March 31, 2011	Trading			States & Political Subdivisions			Equity & Other Securities			Covered Securities		Mortgage Servicing Rights		Net Derivatives			Venture Capital and Similar Investments
	(Dollars in millions)
Balance at January 1, 2011	$	11		$	119		$	7		$	954	$	830	$	(25	)	$	266
Total realized and unrealized gains or losses:
Included in earnings:
Interest income		—			—			—			18		—		—			—
Mortgage banking income		—			—			—			—		12		(17	)		—
Other noninterest income		(3	)		—			—			—		—		—			8
Included in other comprehensive income (loss)		—			(9	)		(1	)		87		—		—			—
Purchases		—			—			—			—		—		—			5
Issuances		—			—			—			—		86		11			—
Sales		—			—			—			—		—		—			(6	)
Settlements		(7	)		(1	)		(1	)		—		—		38			(1	)
Transfers into Level 3		—			—			—			—		—		—			—
Transfers out of Level 3		—			(57	)		(5	)		—		—		—			—
Balance at March 31, 2011	$	1		$	52		$	—		$	1,059	$	928	$	7		$	272
Net unrealized gains (losses) included in net income relating to assets and liabilities still held at March 31, 2011	$	—		$	—		$	—		$	18	$	40	$	7		$	7

40

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

	Fair Value Measurements Using Significant Unobservable Inputs
Three Months Ended March 31, 2010	Trading			States & Political Subdivisions			Equity & Other Securities		Covered Securities		Mortgage Servicing Rights			Net Derivatives			Venture Capital and Similar Investments
	(Dollars in millions)
Balance at January 1, 2010	$	93		$	210		$	9	$	668	$	832		$	(20	)	$	281
Total realized and unrealized gains or losses:
Included in earnings:
Interest income		—			—			—		16		—			—			—
Mortgage banking income		—			—			—		—		(26	)		17			—
Other noninterest income		—			—			—		—		—			—			3
Included in other comprehensive income (loss)		—			1			—		42		—			—			—
Purchases, issuances and settlements		2			(10	)		—		—		69			4			(23	)
Transfers into Level 3		—			—			—		—		—			—			—
Transfers out of Level 3		(76	)		—			—		—		—			—			—
Balance at March 31, 2010	$	19		$	201		$	9	$	726	$	875		$	1		$	261
Net unrealized gains (losses) included in net income relating to assets and liabilities still held at March 31, 2010	$	—		$	—		$	—	$	16	$	5		$	1		$	(1	)

BB&T’s policy is to recognize transfers in and transfers out of Levels 1, 2 and 3 as of the end of the reporting period. For the three months ended March 31, 2011, BB&T transferred certain state and political subdivision securities out of Level 3 as a result of management’s decision to reclassify them from available for sale to a held to maturity classification which is not recorded at fair value. For the three months ended March 31, 2010, BB&T transferred certain non-agency mortgage-backed securities from Level 3 to Level 2 as a result of increased observable market activity for these securities. There were no gains or losses recognized as a result of the transfers of securities during the three months ended March 31, 2011 or 2010. There were no significant transfers of securities between Level 1 and Level 2 for the three months ended March 31, 2011 or 2010.

BB&T has investments in venture capital funds and other similar investments that are measured at fair value based on the investment’s net asset value. The significant investment strategies for these ventures are primarily equity and subordinated debt in privately-held middle market companies. The majority of these investments are not redeemable and have varying dates for which the underlying assets are expected to be liquidated by distribution through 2021. As of March 31, 2011, 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. There were no investments probable of sale for less than net asset value at March 31, 2011.

The net realized and unrealized gains (losses) reported for mortgage servicing rights assets includes a positive valuation adjustment of $40 million less the realization of expected residential mortgage servicing rights cash flows of $28 million for the three months ended March 31, 2011. For the three months ended March 31, 2010, the net realized and unrealized gains (losses) reported for mortgage servicing rights assets includes a positive valuation adjustment of $5 million less the realization of expected residential mortgage servicing rights cash flows of $31 million. BB&T uses various derivative financial instruments to mitigate the income statement effect of changes in fair value. During the three months ended March 31, 2011 and 2010, the derivative instruments produced losses of $39 million and $1 million, respectively, which offset the valuation adjustments recorded.

41

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

The following table details the fair value and unpaid principal balance of loans held for sale at March 31, 2011 and December 31, 2010 that were elected to be carried at fair value.

	March 31, 2011						December 31, 2010
	Fair Value		Aggregate Unpaid Principal Balance		Fair Value Less Aggregate Unpaid Principal Balance		Fair Value		Aggregate Unpaid Principal Balance		Fair Value Less Aggregate Unpaid Principal Balance
	(Dollars in millions)
Loans held for sale reported at fair value Total (1)(2)	$	2,109	$	2,091	$	18	$	3,176	$	3,192	$	(16	)
Nonaccrual loans		—		—		—		—		—		—
Loans 90 days or more past due and still accruing interest		3		3		—		1		1		—

(1) The change in fair value is reflected in mortgage banking income.

(2) Excludes loans held for sale carried at the lower of cost or market.

BB&T may be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis. Assets measured at fair value on a nonrecurring basis for the periods ended March 31, 2011 and December 31, 2010 that were still held on the balance sheet at March 31, 2011 and December 31, 2010 totaled $2.1 billion and $2.0 billion, respectively. The March 31, 2011 amount consists of $880 million of impaired loans, excluding covered loans, and $1.2 billion of foreclosed real estate, excluding covered foreclosed real estate, that were classified as Level 3 assets. The December 31, 2010 amount consists of $705 million of impaired loans, excluding covered loans, and $1.3 billion of foreclosed real estate, excluding covered foreclosed real estate, that were classified as Level 3 assets. During the three months ended March 31, 2011 and 2010, BB&T recorded $103 million and $159 million, respectively, in losses related to write-downs of impaired loans and $86 million and $125 million, respectively, in losses related to write-downs of foreclosed real estate. These write-downs are generally based on the appraised value of the underlying collateral.

During 2010, BB&T transferred certain problem held for investment loans to loans held for sale. These loans were adjusted to the lower of cost or market on the date of transfer. As of March 31, 2011, approximately $203 million of loans held for sale are being valued on BB&T’s consolidated balance sheet at the lower of cost or market.

Additionally, accounting standards require the disclosure of the estimated fair value of financial instruments that are not recorded at fair value. A financial instrument is defined as cash, evidence of an ownership interest in an entity or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from a second entity. For the financial instruments that BB&T does not record at fair value, estimates of fair value are made at a point in time, based on relevant market data and information about the financial instrument. Fair values are calculated based on the value of one trading unit without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible tax ramifications, estimated transaction costs that may result from bulk sales or the relationship between various financial instruments. No readily available market exists for a significant portion of BB&T’s 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 calculated fair value estimates in many instances cannot be substantiated by comparison to independent markets and, in many cases, may not be

42

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

realizable in a current sale of the instrument. In addition, changes in assumptions could significantly affect these fair value estimates. The following methods and assumptions were used by BB&T in estimating the fair value of these financial instruments.

Cash and cash equivalents and segregated cash due from banks: For these short-term instruments, the carrying amounts are a reasonable estimate of fair values.

Securities held to maturity:The fair values of securities held to maturity 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. The interest rates being offered by BB&T for new loans with similar terms and credit quality are reflective of credit risk and liquidity spreads inherent in an orderly transaction in the current market. For commercial loans and leases, internal credit risk models are used to adjust discount rates for risk migration and expected losses. 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, interest-checking accounts, savings accounts and certain money market accounts are, by definition, equal to the amount payable on demand at the reporting date. Fair values for certificates of deposit are estimated using a discounted cash flow calculation that applies current interest rates to aggregate expected maturities. In addition, nonfinancial instruments such as core deposit intangibles are not recorded at fair value. BB&T has developed long-term relationships with its customers through its deposit base and in the opinion of management, these items add significant value to BB&T.

Federal funds purchased, securities sold under repurchase agreements and short-term borrowed funds: The carrying amounts of Federal funds purchased, borrowings under repurchase agreements and short-term borrowed funds approximate their fair values.

Long-term debt: The fair values of long-term debt 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 BB&T’s 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. For fixed-rate loan commitments, fair values also consider the difference between current levels of interest rates and the committed rates. 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. The fair values of commitments to fund affordable housing investments are estimated using the net present value of future commitments.

43

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

The following is a summary of the carrying amounts and fair values of those financial assets and liabilities that BB&T has not recorded at fair value:

	March 31, 2011				December 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Dollars in millions)
Financial assets:
Securities held to maturity (1)	$	8,333	$	8,365	$	—	$	—
Loans and leases (2)(3)		100,137		98,824		101,380		100,360
Financial liabilities:
Deposits		106,913		102,800		107,213		104,091
Long-term debt		22,591		23,502		21,730		22,733

(1) The carrying value excludes amounts deferred in other comprehensive income resulting from the transfer of securities available for sale to securities held to maturity. Refer to Note 10 for additional disclosures.

(2) Includes loans held for sale carried at the lower of cost or market.

(3) The carrying value is net of the allowance for loan and lease losses.

The following is a summary of the notional or contractual amounts and fair values of BB&T’s off-balance sheet financial instruments as of the periods indicated:

	March 31, 2011				December 31, 2010
	Notional/ Contract Amount		Fair Value		Notional/ Contract Amount		Fair Value
	(Dollars in millions)
Contractual commitments:
Commitments to extend, originate or purchase credit	$	36,827	$	64	$	36,917	$	65
Residential mortgage loans sold with recourse		1,534		6		1,624		6
Other loans sold with recourse		4,427		21		4,352		19
Letters of credit and financial guarantees written		6,853		40		7,291		41
Commitments to fund affordable housing investments		295		279		334		316

44

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

NOTE 15.    Derivative Financial Instruments

The following tables set forth certain information concerning BB&T’s derivative financial instruments and related hedged items as of the periods indicated:

Derivative Classifications and Hedging Relationships

	Hedged Item or Transaction		March 31, 2011							December 31, 2010
			Notional Amount		Fair Value					Notional Amount		Fair Value
					Gain (1)		Loss (1)					Gain (1)		Loss (1)
			(Dollars in millions)
Cash Flow Hedges (2):
Interest rate contracts:
Pay fixed swaps		3 month LIBOR funding	$	5,950	$	7	$	(156	)	$	5,950	$	6	$	(181	)
Caps		3 month LIBOR funding		200		—		—			200		—		—
Total				6,150		7		(156	)		6,150		6		(181	)
Net Investment Hedges:
Foreign exchange contracts				73		—		(2	)		73		—		(2	)
Total				73		—		(2	)		73		—		(2	)
Fair Value Hedges:
Interest rate contracts:
Receive fixed swaps and option trades		Long-term debt		3,870		21		(3	)		1,160		25		—
Pay fixed swaps		Commercial Loans		54		—		—			54		—		—
Pay fixed swaps		Municipal securities		355		—		(66	)		355		—		(75	)
Total				4,279		21		(69	)		1,569		25		(75	)
Not Designated as Hedges:
Client-related and other risk management
Interest rate contracts:
Receive fixed swaps				9,593		421		(15	)		9,872		496		(10	)
Pay fixed swaps				9,311		15		(453	)		9,514		12		(530	)
Other swaps				3,210		2		(1	)		3,328		2		(3	)
Option trades				1,003		25		(28	)		901		29		(30	)
Futures contracts				470		—		—			1,747		1		—
Foreign exchange contracts				396		6		(3	)		436		7		(4	)
Total				23,983		469		(500	)		25,798		547		(577	)
Mortgage Banking
Interest rate contracts:
Receive fixed swaps				89		—		—			11		—		—
Pay fixed swaps				33		—		—			35		—		—
Interest rate lock commitments				2,164		12		(4	)		3,922		12		(37	)
When issued securities, forward rate agreements and forward commitments				4,128		8		(17	)		7,717		106		(27	)
Option trades				500		2		—			400		11		—
Futures contracts				22		—		—			13		1		—
Total				6,936		22		(21	)		12,098		130		(64	)
Mortgage Servicing Rights
Interest rate contracts:
Receive fixed swaps				2,925		15		(16	)		3,225		13		(61	)
Pay fixed swaps				2,227		2		(9	)		2,536		15		(7	)
Option trades				5,410		163		(3	)		6,095		192		(11	)
Futures contracts				2,297		—		(4	)		4,260		—		(10	)
When issued securities, forward rate agreements and forward commitments				2,880		5		(1	)		3,582		5		(14	)
Total				15,739		185		(33	)		19,698		225		(103	)
Total nonhedging derivatives				46,658		676		(554	)		57,594		902		(744	)
Total Derivatives			$	57,160	$	704	$	(781	)	$	65,386	$	933	$	(1,002	)

(1) Derivatives in a gain position are recorded as Other assets and derivatives in a loss position are recorded as Other liabilities on the Consolidated Balance Sheet.

(2) Cash flow hedges are hedging the first unhedged forecasted settlements associated with the listed hedged item descriptions.

45

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

The Effect of Derivative Instruments on the Consolidated Statements of Income

Three Months Ended March 31, 2011 and 2010

	Effective Portion														Ineffective Portion
	Gain or (Loss) Recognized in OCI						Location of Amounts Reclassified from AOCI into Income		(Gain) or Loss Reclassified from AOCI into Income						Location of Amounts Recognized in Income		Gain or (Loss) Recognized in Income (1)
	2011			2010					2011			2010					2011		2010
	(Dollars in millions)
Cash Flow Hedges
Interest rate contracts	$	9		$	(59	)		Total interest income	$	(7	)	$	(16	)		Other noninterest income	$	—	$	—
								Total interest expense		13			5
									$	6		$	(11	)
Net Investment Hedges
Foreign exchange contracts	$	(2	)	$	(3	)			$	—		$	—				$	—	$	—

	Effective Portion							Ineffective Portion
	Location of Amounts Recognized in Income	Gain or (Loss) Recognized in Income						Location of Amounts Recognized in Income		Gain or (Loss) Recognized in Income (1)
		2011			2010					2011		2010
	(Dollars in millions)
Fair Value Hedges
Interest rate contracts	Total interest expense	$	44		$	52			Other noninterest income	$	—	$	1
Interest rate contracts	Total interest income		(5	)		(5	)
Total		$	39		$	47
Not Designated as Hedges
Client-related and other risk management
Interest rate contracts	Other noninterest income	$	(3	)	$	(1	)
Foreign exchange contracts	Other nondeposit fees and commissions		2			1
Mortgage Banking
Interest rate contracts	Mortgage banking income (2)		(60	)		(20	)
Mortgage Servicing Rights
Interest rate contracts	Mortgage banking income		(39	)		(1	)
Total		$	(100	)	$	(21	)

Note: All amounts for Other Comprehensive Income (OCI) and Accumulated Other Comprehensive Income (AOCI) are stated on a pre-tax basis.

(1) All gains and losses recognized in income relate to the ineffective portion of the change in the fair value of the derivative. No portion of the change in fair value of the derivative has been excluded from effectiveness testing.

(2) Mortgage banking income includes amounts that were recorded as part of gain on the sale of loans attributable to the valuation impact of the IRLC. The impact in 2011 was ($1) million and in 2010 was ($5) million.

46

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

BB&T uses a variety of derivative instruments to manage interest rate and foreign exchange risks. These instruments consist of interest-rate swaps, swaptions, caps, floors, collars, financial forward and futures contracts, when-issued securities, foreign exchange contracts and options written and purchased. A derivative is a financial instrument that derives its cash flows, and therefore its value, by reference to an underlying instrument, index or referenced interest rate. There are five areas of risk management: balance sheet management, mortgage banking operations, mortgage servicing rights, net investment in a foreign subsidiary and client-related and other risk management activities.

Cash Flow Hedges

BB&T’s floating rate business loans, Federal funds purchased, other overnight funding, FHLB advances, medium-term bank notes and long-term debt expose it to variability in cash flows for interest payments. The risk management objective for these floating rate assets and liabilities is to hedge the variability in the interest payments and receipts on future cash flows for forecasted transactions. These forecasted transactions include interest receipts on commercial loans and interest payments on 3 month LIBOR funding. All of BB&T’s current cash flow hedges are hedging exposure to variability in future cash flows for forecasted transactions related to the payment of variable interest on then existing financial instruments. At March 31, 2011 and December 31, 2010, the maximum length of time over which BB&T is hedging its exposure on such transactions is 6.4 years and 6.6 years, respectively.

For a qualifying cash flow hedge, the portion of changes in the fair value of the derivatives that has been highly effective is recognized in other comprehensive income (loss) until the related cash flows from the hedged item are recognized in earnings. If a derivative designated as a cash flow hedge is terminated or ceases to be highly effective, the gain or loss in other comprehensive income (loss) is amortized to earnings over the period the forecasted hedged transactions impact earnings. If a hedged forecasted transaction is no longer probable of occurring during the forecast period or within a short period thereafter, hedge accounting is ceased and any gain or loss included in other comprehensive income (loss) is reported in earnings immediately. During the three months ended March 31, 2011 and 2010, BB&T amortized approximately ($6) million and $11 million of unrecognized pre-tax gains (losses) from accumulated other comprehensive income (loss) into net interest income.

At March 31, 2011, BB&T had $38 million of unrecognized losses on derivatives classified as cash flow hedges recorded in other comprehensive income (loss), compared to $47 million of unrecognized losses at December 31, 2010. The estimated amount to be reclassified from other comprehensive income (loss) into earnings during the next 12 months is a loss totaling approximately $35 million. This includes active hedges and gains and losses related to hedges that were terminated early for which the forecasted transactions are still probable. The proceeds from these terminations were included in cash flows from financing activities.

All cash flow hedges were highly effective for the three months ended March 31, 2011, and the change in fair value attributed to hedge ineffectiveness was not material.

Fair Value Hedges

BB&T’s fixed rate long term debt, certificates of deposit, FHLB advances, loan and municipal security assets result in exposure to losses in value as interest rates change. The risk management objective for hedging fixed rate assets and liabilities is to convert the fixed rate paid or received to a floating rate. BB&T accomplishes its risk management objective by hedging exposure to changes in fair value of fixed rate financial instruments primarily through the use of swaps. For a qualifying fair value hedge, changes in the value of the derivatives that have been highly effective as hedges are recognized in current period earnings along with the corresponding changes in the fair value of the designated hedged item attributable to the risk being hedged.

47

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

During the three months ended March 31, 2011 and 2010, BB&T terminated certain fair value hedges primarily related to its long-term debt and received proceeds of $16 million and $1 million, respectively. When hedged debt/other financial instruments are retired or redeemed, the amounts associated with the hedge are included as a component of the gain or loss on termination. When a hedge is terminated but the hedged item remains outstanding, the proceeds from the termination of these hedges have been reflected as part of the carrying value of the underlying debt/other financial instrument and are being amortized to earnings over its estimated remaining life. The proceeds from these terminations were included in cash flows from financing activities. There were no hedge unwinds associated with debt retirement during 2010. During the three months ended March 31, 2011 and 2010, BB&T recognized pre-tax benefits of $29 million and $12 million respectively through reductions of interest expense from previously unwound hedges.

Derivatives Not Designated As Hedges

Derivatives not designated as a hedge include those that are entered into as either balance sheet risk management instruments or to facilitate client needs. Balance sheet risk management hedges are those hedges that do not qualify to be treated as a cash flow hedge, a fair value hedge or a foreign currency hedge for accounting purposes, but are necessary to economically manage the risk associated with an asset or liability.

This category of hedges includes derivatives that hedge mortgage banking operations and mortgage servicing rights (“MSRs”). For mortgage loans originated for sale, BB&T is exposed to changes in market rates and conditions subsequent to the interest rate lock and funding date. BB&T’s risk management strategy related to its interest rate lock commitment derivatives and loans held for sale includes using mortgage-based derivatives such as forward commitments and options in order to mitigate market risk. For MSRs, BB&T uses various derivative instruments to mitigate the income statement effect of changes in the fair value of its MSRs. For the three months ended March 31, 2011, BB&T recorded a loss totaling $39 million related to these derivatives which was offset by an increase in the carrying value of mortgage servicing assets totaling $40 million. For the three months ended March 31, 2010, BB&T recognized a $1 million loss on these derivatives, which was offset by an increase in the carrying value of mortgage servicing assets that totaled $5 million.

BB&T also held, as risk management instruments, other derivatives not designated as hedges primarily to facilitate transactions on behalf of its clients, as well as activities related to balance sheet management.

Net Investment Hedges

In connection with a long term investment in a foreign subsidiary, BB&T is exposed to changes in the carrying value of its investment as a result of changes in the related foreign exchange rate. At March 31, 2011 and December 31, 2010, BB&T used derivatives to hedge the variability in the value of its $73 million investment. For net investment hedges, changes in value of qualifying hedges are deferred in other comprehensive income (loss) when the terms of the derivative match the notional and currency risk being hedged. At March 31, 2011 and December 31, 2010, accumulated other comprehensive income (loss) reflected unrecognized after-tax losses totaling $13 million and $11 million, respectively, related to cumulative changes in the fair value of BB&T’s net investment hedge.

Derivatives Credit Risk

Credit risk related to derivatives arises when amounts receivable from counterparty exceed those payable to the same counterparty. BB&T addresses the risk of loss by subjecting 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 certain negotiated limits.

48

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

As of March 31, 2011 BB&T had received cash collateral totaling $44 million related to derivatives in a gain position totaling $49 million and had posted collateral totaling $511 million related to derivatives in a loss position of similar value. As of December 31, 2010, BB&T had received cash collateral totaling $33 million, to cover derivatives in a gain position of similar value and had posted collateral totaling $605 million related to derivatives in a loss position totaling $612 million. In the event that BB&T’s credit ratings had been downgraded below investment grade, the amount of collateral posted would have increased by $3 million and $10 million as of March 31, 2011 and December 31, 2010, respectively.

After collateral postings are considered, BB&T had $5 million of unsecured positions in a gain with derivative dealers at March 31, 2011 and had collateral sufficient to secure derivatives in a gain at December 31, 2010. All of the derivative contracts to which BB&T is a party settle monthly, quarterly or semiannually. In the case of contracts with derivative dealers, BB&T only transacts with dealers that are national market makers with strong credit ratings. Further, BB&T has netting agreements with the dealers with which it does business. Because of these factors, BB&T’s credit risk exposure related to derivative dealers at March 31, 2011 and December 31, 2010 was not material.

NOTE 16.    Computation of Earnings Per Share

The basic and diluted earnings per share calculations are presented in the following table:

	Three Months Ended March 31,
	2011		2010
	(Dollars in millions, except per share data, shares in thousands)
Basic Earnings Per Share:
Net income available to common shareholders	$	225	$	188
Weighted average number of common shares		695,309		690,792
Basic earnings per share	$	0.32	$	0.27
Diluted Earnings Per Share:
Net income available to common shareholders	$	225	$	188
Weighted average number of common shares		695,309		690,792
Add:
Effect of dilutive outstanding equity-based awards		8,792		7,883
Weighted average number of diluted common shares		704,101		698,675
Diluted earnings per share	$	0.32	$	0.27

For the three months ended March 31, 2011 and 2010, respectively, the number of antidilutive options was 34.3 million and 33.2 million.

NOTE 17.    Operating Segments

BB&T’s operations are divided into seven reportable business segments: Community Banking, Residential Mortgage Banking, Sales Finance, Specialized Lending, Insurance Services, Financial Services and Treasury. These operating segments have been identified based on BB&T’s organizational structure. The segments require unique technology and marketing strategies and offer different products and services. While BB&T is managed as an integrated organization, individual executive managers are held accountable for the operations of these business segments.

49

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

BB&T emphasizes revenue growth by focusing on client service, sales effectiveness and relationship management. The segment results contained herein are presented based on internal management accounting policies that were designed to support these strategic objectives. Unlike financial accounting, there is no comprehensive authoritative body of guidance for management accounting equivalent to GAAP. The performance of the segments is not comparable with BB&T’s consolidated results or with similar information presented by any other financial institution. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities.

Allocation methodologies are subject to periodic adjustment as the internal management accounting system is revised and business or product lines within the segments change. Also, because the development and application of these methodologies is a dynamic process, the financial results presented may be periodically revised.

Refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010 for a description of internal accounting policies and the basis of segmentation, including a description of the segments presented in the accompanying tables.

50

BB&T Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)	First Quarter 2011

The following tables disclose selected financial information with respect to BB&T’s reportable business segments for the periods indicated:

BB&T Corporation

Reportable Segments

Three Months Ended March 31, 2011 and 2010

	Community Banking				Residential Mortgage  Banking						Sales Finance						Specialized Lending						Insurance Services
	2011		2010		2011			2010			2011			2010			2011			2010			2011		2010
	(Dollars in millions)
Net interest income (expense)	$	483	$	428	$	254		$	238		$	89		$	99		$	228		$	211		$	1	$	1
Net funds transfer pricing (FTP)		428		568		(183	)		(184	)		(52	)		(65	)		(42	)		(48	)		3		3
Net interest income (expense) and FTP		911		996		71			54			37			34			186			163			4		4
Economic provision for loan and lease losses		214		306		84			180			5			(1	)		41			83			—		—
Noninterest income		201		304		75			78			—			—			43			31			249		250
Intersegment net referral fees (expense)		39		34		—			—			(3	)		(3	)		—			—			—		—
Noninterest expense		544		585		66			56			7			8			74			68			198		201
Allocated corporate expenses		221		197		7			6			3			2			10			10			15		14
Income (loss) before income taxes		172		246		(11	)		(110	)		19			22			104			33			40		39
Provision (benefit) for income taxes		61		91		(4	)		(41	)		7			8			39			12			15		15
Segment net income (loss)	$	111	$	155	$	(7	)	$	(69	)	$	12		$	14		$	65		$	21		$	25	$	24
Identifiable segment assets (period end)	$	59,092	$	61,828	$	21,662		$	18,895		$	6,898		$	6,385		$	8,446		$	7,858		$	1,175	$	1,138
	Financial Services				Treasury						All Other Segments (1)						Parent/Reconciling Items						Total  BB&T Corporation
	2011		2010		2011			2010			2011			2010			2011			2010			2011		2010
	(Dollars in millions)
Net interest income (expense)	$	9	$	8	$	(68	)	$	136		$	48		$	42		$	241		$	151		$	1,285	$	1,314
Net funds transfer pricing (FTP)		23		24		(82	)		(195	)		(46	)		(45	)		(49	)		(58	)		—		—
Net interest income (expense) and FTP		32		32		(150	)		(59	)		2			(3	)		192			93			1,285		1,314
Economic provision for loan and lease losses		3		1		—			—			(8	)		2			1			4			340		575
Noninterest income		158		140		(2	)		18			13			12			(23	)		11			714		844
Intersegment net referral fees (expense)		5		3		—			—			—			—			(41	)		(34	)		—		—
Noninterest expense		145		131		4			5			16			17			318			270			1,372		1,341
Allocated corporate expenses		3		5		3			1			1			(3	)		(263	)		(232	)		—		—
Income (loss) before income taxes		44		38		(159	)		(47	)		6			(7	)		72			28			287		242
Provision (benefit) for income taxes		16		14		(79	)		(37	)		(10	)		(15	)		8			1			53		48
Segment net income (loss)	$	28	$	24	$	(80	)	$	(10	)	$	16		$	8		$	64		$	27		$	234	$	194
Identifiable segment assets (period end)	$	3,124	$	3,050	$	30,681		$	37,239		$	6,906		$	5,557		$	19,055		$	21,750		$	157,039	$	163,700

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

51

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

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,” 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:

• general economic or business conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand for credit or other services;

• changes in the interest rate environment may reduce net interest margins and/or the volumes and values of loans made or held as well as the value of other financial assets held;

• competitive pressures among depository and other financial institutions may increase significantly;

• legislative or regulatory changes, including changes resulting from the adoption and implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and changes in accounting standards, may adversely affect the businesses in which BB&T is engaged;

• local, state or federal taxing authorities may take tax positions that are adverse to BB&T;

• reduction in BB&T’s credit ratings;

• adverse changes may occur in the securities markets;

• competitors of BB&T may have greater financial resources and develop products that enable them to compete more successfully than BB&T and may be subject to different regulatory standards than BB&T;

• costs or difficulties related to the integration of the businesses of BB&T and its merger partners may be greater than expected;

• unpredictable natural or other disasters could have an adverse effect on BB&T in that such events could materially disrupt its operations or the ability or willingness of its customers to access the financial services offered by BB&T;

• expected cost savings associated with completed mergers and acquisitions may not be fully realized or realized within the expected time frames; and

• deposit attrition, customer loss and/or revenue loss following completed mergers and acquisitions may be greater than expected.

These and other risk factors are more fully described in BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010 under the section entitled “Risk Factors Related to BB&T’s Business,” and from time to time, in other filings with the Securities and Exchange Commission (“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 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.

52

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

Regulatory Considerations

BB&T and its subsidiaries and affiliates are subject to numerous examinations by federal and state banking regulators, as well as the SEC, the Financial Industry Regulatory Authority, and various state insurance and securities regulators. BB&T and its subsidiaries have from time to time received requests for information from regulatory authorities in various states, including state insurance commissions and state attorneys general, securities regulators and other regulatory authorities, concerning their business practices. Such requests are considered incidental to the normal conduct of business. Refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010 for additional disclosures with respect to laws and regulations affecting the Company’s businesses.

Critical Accounting Policies

The accounting and reporting policies of BB&T Corporation and its subsidiaries are in accordance with accounting principles generally accepted in the United States of America (“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 BB&T’s consolidated financial position and/or consolidated results of operations and related disclosures. The more critical accounting and reporting policies include BB&T’s accounting for the allowance for loan and lease losses and reserve for unfunded lending commitments, determining fair value of financial instruments, intangible assets and other purchase accounting related adjustments associated with mergers and acquisitions, costs and benefit obligations associated with BB&T’s pension and postretirement benefit plans, and income taxes. Understanding BB&T’s accounting policies is fundamental to understanding BB&T’s consolidated financial position and consolidated results of operations. Accordingly, BB&T’s significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in detail in Note 1 in the “Notes to Consolidated Financial Statements” in BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010.

The following is a summary of BB&T’s critical accounting policies that are highly dependent on estimates, assumptions and judgments. These critical accounting policies are reviewed with the Audit Committee of BB&T’s Board of Directors on a periodic basis.

Allowance for Loan and Lease Losses and Reserve for Unfunded Lending Commitments

It is the policy of BB&T to maintain an allowance for loan and lease losses and a reserve for unfunded lending commitments that represent management’s best estimate of probable credit losses inherent in the portfolio at the balance sheet date. Estimates for loan and lease losses are determined by analyzing historical loan and lease losses, historical loan and lease migration to charge-off experience, current trends in delinquencies and charge-offs, expected cash flows on purchased loans, current assessment of problem loan and lease administration, the results of regulatory examinations, and changes in the size, composition and risk assessment of the loan and lease portfolio. For restructured loans, re-default expectations and estimated slower prepayment speeds are incorporated in the determination of the allowance for loan and lease losses. Also included in management’s estimates for loan and lease losses are considerations with respect to the impact of current economic events, the outcomes of which are uncertain. These events may include, but are not limited to, fluctuations in overall interest rates, political conditions, legislation that may directly or indirectly affect the banking industry and economic conditions affecting specific geographical areas and industries in which BB&T conducts business. The methodology used to determine an estimate for the reserve for unfunded lending commitments is inherently similar to the methodology used in calculating the allowance for loans and leases adjusted for factors specific to binding commitments, including the probability of funding and exposure at the time of funding.

53

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

Fair Value of Financial Instruments

A significant portion of BB&T’s assets and certain liabilities are financial instruments carried at fair value. This includes securities available for sale, trading securities, derivatives, certain loans held for sale, residential mortgage servicing rights, certain short-term borrowings and venture capital investments. At March 31, 2011, the percentage of total assets and total liabilities measured at fair value on a recurring basis was 14.4% and less than 1%, respectively. The percentage of total assets measured at fair value declined from December 31, 2010 as a result of the transfer of securities available for sale to securities held to maturity during the first quarter of 2011. The vast majority of assets and liabilities carried at fair value are based on either quoted market prices or market prices for similar instruments. At March 31, 2011, 10.3% of assets measured at fair value on a recurring basis were based on significant unobservable inputs. This is approximately 1% of BB&T’s total assets. See Note 14 “Fair Value Disclosures” in the “Notes to Consolidated Financial Statements” herein for additional disclosures regarding the fair value of financial instruments.

Securities

The fair values for available-for-sale and trading securities are generally based upon quoted market prices or observable market prices for similar instruments. BB&T generally utilizes a third-party pricing service in determining the fair value of its securities portfolio. The pricing service uses observable inputs when available including benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids and offers. These values take into account recent market activity as well as other market observable data such as interest rate, spread and prepayment information. When market observable data is not available, which generally occurs due to the lack of liquidity for certain securities, the valuation of the security is subjective and may involve substantial judgment by management. As of March 31, 2011, BB&T had approximately $1.1 billion of available-for-sale securities, which is less than 1% of total assets, valued using unobservable inputs. This total primarily comprises non-agency mortgage backed securities that are covered by a loss sharing agreement with the FDIC.

BB&T periodically reviews available-for-sale securities with an unrealized loss. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. The purpose of the review is to consider the length of time and the extent to which the market value of a security has been below its amortized cost. The primary factors BB&T considers in determining whether an impairment is other-than-temporary are long term expectations and recent experience regarding principal and interest payments, and BB&T’s intent to sell and whether it is more likely than not that the Company would be required to sell those securities before the anticipated recovery of the amortized cost basis.

Mortgage Servicing Rights

BB&T has a significant mortgage loan servicing portfolio and related mortgage servicing rights (“MSRs”). BB&T has two primary classes of MSRs for which it separately manages the economic risk: residential and commercial. Residential MSRs are primarily carried at fair value with changes in fair value recorded as a component of mortgage banking income each period. BB&T uses various derivative instruments to mitigate the income statement effect of changes in fair value, due to changes in valuation inputs and assumptions, of its residential MSRs. MSRs do not trade in an active, open market with readily observable prices. While sales of MSRs do occur, the precise terms and conditions typically are not readily available. Accordingly, BB&T estimates the fair value of residential MSRs using an option adjusted spread (“OAS”) valuation model to project MSR cash flows over multiple interest rate scenarios, which are then discounted at risk-adjusted rates. The OAS model considers portfolio characteristics, contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. BB&T reassesses and periodically adjusts the underlying inputs and assumptions in the OAS model to reflect market conditions and assumptions that a market participant would consider in valuing the MSR asset. When available,

54

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

fair value estimates and assumptions are compared to observable market data and to recent market activity and actual portfolio experience. Due to the nature of the valuation inputs, MSRs are classified within Level 3 of the valuation hierarchy. The value of MSRs is significantly affected by mortgage interest rates available in the marketplace, which influence mortgage loan prepayment speeds. In general, during periods of declining interest rates, the value of MSRs declines due to increasing prepayments attributable to increased mortgage-refinance activity. Conversely, during periods of rising interest rates, the value of MSRs generally increases due to reduced refinance activity. Commercial MSRs are carried at lower of cost or market and amortized over the estimated period that servicing income is expected to be received based on projections of the amount and timing of estimated future cash flows. The amount and timing of servicing asset amortization is updated based on actual results and updated projections. In addition, BB&T has approximately $13 million of residential MSRs that are valued at the lower of cost or market. These MSRs are associated with government sponsored programs that have prepayment assumptions that are difficult to model, which make it difficult to hedge the associated risk.

Loans Held for Sale

BB&T originates certain mortgage loans to be sold to investors that are carried at fair value. The fair value is primarily based on quoted market prices for securities backed by similar types of loans. Changes in the fair value are recorded as a component of mortgage banking income while mortgage loan origination costs for loans held for sale for which the Corporation elected the Fair Value Option are recognized in noninterest expense when incurred. 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 loan held for sale. BB&T uses various derivative instruments to mitigate the economic effect of changes in fair value of the underlying loans.

In addition, as of March 31, 2011, BB&T held $203 million of commercial loans accounted for at the lower of cost or market in the loans held for sale portfolio. This includes $189 million of nonaccrual loans that were originated as loans held for investment and transferred to the loans held for sale portfolio based on management’s nonperforming asset disposition strategy. In addition, commercial loans held for sale includes a single performing loan of $14 million that was sold in early April 2011.

Derivative Assets and Liabilities

BB&T uses derivatives to manage various financial risks. The fair values of derivative financial instruments are determined based on quoted market prices, dealer quotes and internal pricing models that are primarily sensitive to market observable data. BB&T mitigates the credit risk by subjecting counterparties to credit reviews and approvals similar to those used in making loans and other extensions of credit. In addition, certain counterparties are required to provide collateral to BB&T when their unsecured loss positions exceed certain negotiated limits. The fair value of interest rate lock commitments, which are related to mortgage loan commitments, is based on quoted market prices adjusted for commitments that BB&T does not expect to fund and includes the value attributable to the net servicing fee.

Venture Capital and Similar Investments

BB&T has venture capital and similar investments that are carried at fair value. Changes in the fair value of these investments are recorded in other noninterest income each period. 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. As of March 31, 2011, BB&T had $272 million of venture capital investments, which is less than 1% of total assets.

55

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

Intangible Assets

BB&T’s mergers and acquisitions are accounted for using the acquisition method of accounting. Under the acquisition method, BB&T is required to record the assets acquired, including identified intangible assets, and liabilities assumed at their fair value, which often involves estimates based on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques, all of which are inherently subjective. The amortization of identified intangible assets is based upon the estimated economic benefits to be received, which is also subjective. Acquisitions typically result in goodwill, which is subject to ongoing periodic impairment tests based on the fair value of net assets acquired compared to their carrying value. Refer to Note 1 in the “Notes to Consolidated Financial Statements” in BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010 for a description of BB&T’s impairment testing process. The major assumptions used in the impairment testing process include the estimated future cash flows of each business unit and discount rates. Discount rates are unique to each business unit and are based upon the cost of capital specific to the industry in which the business unit operates. As a result of the challenging economic environment, management continues to monitor closely the excess of the fair value over the carrying value of several reporting units. A continuing period of depressed market conditions, or further market deterioration, may result in impairment of goodwill in the future.

Pension and Postretirement Benefit Obligations

BB&T offers various pension plans and postretirement benefit plans to employees. The calculation of the obligations and related expenses under these plans requires the use of actuarial valuation methods and assumptions. Actuarial assumptions used in the determination of future values of plan assets and liabilities are subject to management judgment and may differ significantly if different assumptions are used. The discount rate assumption used to measure the postretirement benefit obligations is set by reference to published high-quality bond indices, as well as certain hypothetical spot-rate yield curves. These yield curves were constructed from the underlying bond price and yield data collected as of the plan’s measurement date and are represented by a series of annualized, individual discount rates with durations ranging from six months to thirty years. Each discount rate in the curve was derived from an equal weighting of the double A or higher bond universe, apportioned into distinct maturity groups. For durations where no bond maturities were available, the discount rates for these maturities were extrapolated based on historical relationships from observable data in similar markets. These indices and hypothetical curves give only an indication of the appropriate discount rate because the cash flows of the bonds comprising the indices and curves do not match the projected benefit payment stream of the plan precisely. For this reason, we also consider the individual characteristics of the plan, such as projected cash flow patterns and payment durations, when setting the discount rate.

Income Taxes

The calculation of BB&T’s income tax provision is complex and requires the use of estimates and judgments. As part of the Company’s analysis and implementation of business strategies, consideration is given to the tax laws and regulations that apply to the specific facts and circumstances for any tax position under evaluation. For tax positions that are uncertain in nature, management determines whether the tax position is more likely than not to be sustained upon examination. For tax positions that meet this threshold, management then estimates the amount of the tax benefit to recognize in the financial statements. Management closely monitors tax developments in order to evaluate the effect they may have on the Company’s overall tax position and the estimates and judgments used in determining the income tax provision and records adjustments as necessary.

56

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

EXECUTIVE SUMMARY

Consolidated net income for the first quarter of 2011 totaled $234 million, up $40 million, or 20.6%, compared to $194 million earned during the first quarter of 2010. Consolidated net income available to common shareholders for the first quarter of 2011 totaled $225 million, an increase of $37 million, or 19.7%, compared to $188 million earned during the same period in 2010. On a diluted per common share basis, earnings for the three months ended March 31, 2011 were $0.32, compared to $0.27 for the same period in 2010, an increase of 18.5%. BB&T’s results of operations for the first quarter of 2011 produced an annualized return on average assets of 0.60% and an annualized return on average common shareholders’ equity of 5.48% compared to prior year ratios of 0.48% and 4.59%, respectively.

BB&T’s net interest income decreased 2.2% compared to the first quarter of 2010, as a result of a decline in average earning assets of $6.8 billion due to the balance sheet deleverage strategy that was executed in the second quarter of 2010, which was partially offset by a higher net interest margin. The net interest margin was 4.01% for the first quarter of 2011, up 13 basis points compared to the same period of 2010. Noninterest income declined 15.4% as a result of losses related to commercial loans held for sale in connection with management’s asset disposition strategy and a reduction from the FDIC loss share asset, which is offset by higher interest income on the loans and securities and lower provisions for credit losses compared to the first quarter of 2010. Excluding these items, noninterest income was relatively flat compared to the first quarter of 2010. Noninterest expenses were up $31 million, or 2.3%, in the first quarter of 2011 compared with the corresponding period of 2010 due primarily to higher personnel costs that were partially offset by lower foreclosed property expenses.

BB&T’s total assets at March 31, 2011 were $157.0 billion, a slight decrease compared to December 31, 2010. Total loans and leases at March 31, 2011 were $104.9 billion, a decrease of $2.4 billion, or 2.2%, compared to the balance at year-end. The decrease in total loans and leases included decreases of $1.4 billion in loans held for sale and $391 million in covered loans acquired in the Colonial acquisition. Securities available for sale decreased $5.3 billion compared to the balances at December 31, 2010, as $8.3 billion in securities were transferred to the held to maturity portfolio.

Total client deposits at March 31, 2011 were $103.6 billion, an increase of $3.5 billion, or 3.5%, from December 31, 2010. Total deposits, which include wholesale deposits sources, totaled $106.9 billion at March 31, 2011, a slight decrease compared to December 31, 2010. The increase in client deposits was a result of strong growth in lower cost deposits, which more than offset a decline in higher-rate certificates of deposit. BB&T also has seen an improvement in the deposit mix, with noninterest-bearing accounts representing 21.1% of total client deposits at March 31, 2011, compared with 20.6% at December 31, 2010.

Total shareholders’ equity increased $172 million, or 1.0%, compared to December 31, 2010. The Tier 1 common ratio was 9.3% and 9.1% at March 31, 2011 and December 31, 2010, respectively. In addition, the Tier 1 risk-based capital and total risk-based capital ratios were 12.1% and 15.8% at March 31, 2011, respectively, compared to 11.8% and 15.5%, respectively, at December 31, 2010. BB&T’s risk-based and tangible capital ratios remain well above regulatory standards for well-capitalized banks. As of March 31, 2011, measures of tangible capital were not required by the regulators and, therefore, were considered non-GAAP measures. Refer to the section titled “Capital Adequacy and Resources” herein for a discussion of how BB&T calculates and uses these measures in the evaluation of the Company.

Total nonperforming assets, excluding covered assets, were $3.9 billion at March 31, 2011, a decrease of $108 million, or 2.7%, compared to December 31, 2010. This is the fourth consecutive quarterly decline in nonperforming assets. The decline in nonperforming assets reflects the continuation of the nonperforming asset disposition strategy that was initiated during the second quarter of 2010. The provision for credit losses for the first quarter of 2011 declined $235 million, or 40.9%, compared to the first quarter of 2010, as improving credit resulted in lower provision expense. Net charge-offs for the first quarter of 2011 were $71 million lower than the first quarter of 2010 and the level of nonperforming assets, loan delinquencies and the outlook for future credit losses continued to improve.

57

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

During the first quarter of 2011, the Federal Reserve completed a review of BB&T’s capital plan, along with the plans of the other 18 largest financial institutions. The Federal Reserve had no objections to BB&T’s plan to increase the dividend on common stock. Following this determination, BB&T’s Board of Directors increased the quarterly dividend amount to $0.16 per share, a 6.7% increase compared to the prior quarterly amount. In addition, the Board of Directors declared a special $0.01 per share dividend. BB&T also made the decision to retire all of its $3.2 billion in trust preferred securities by the end of 2013. In advance of retiring these instruments, management plans to issue approximately $1.75 billion of Tier 1 qualifying instruments in order to maximize the amount of these types of instruments allowable under the Basel III capital standards.

Refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010 for additional information with respect to BB&T’s recent accomplishments and significant challenges. The factors causing the fluctuations in the major balance sheet and income statement categories for the first quarter of 2011 are further discussed in the following sections.

ANALYSIS OF FINANCIAL CONDITION

Securities

Securities available for sale totaled $17.9 billion at March 31, 2011, a decrease of $5.3 billion, or 22.8%, compared with December 31, 2010. During the first quarter of 2011, BB&T reclassified approximately $8.3 billion from securities available for sale to securities held to maturity. Management determined that it has both the positive intent and ability to hold these securities to maturity. The reclassification of these securities was accounted for at fair value. Management transferred these securities to mitigate possible negative impacts on its regulatory capital under the Basel III capital standards.

Average securities for the first quarter of 2011 were $25.1 billion, a decrease of $7.9 billion, or 24.0%, compared with the average balance during the first quarter of 2010. The decline in average securities reflects the deleveraging strategy executed during the second quarter of 2010. In connection with this strategy, management reduced the balance sheet by approximately $8 billion through the sale of securities.

During the first quarter of 2011, management sold certain equity securities that were held in connection with its nonqualified defined benefit pension plan. The sale of these securities produced a gain of $21 million. In addition, BB&T recognized other-than-temporary impairment charges of $21 million on certain non-agency mortgage backed securities.

The annualized fully taxable equivalent (“FTE”) yield on the average securities portfolio for the first quarter of 2011 was 2.59%, which represents a decrease of 167 basis points compared to the annualized yield earned during the first quarter of 2010. The decrease in the annualized FTE yield on the average securities portfolio was a result of management’s efforts to deleverage and de-risk the portfolio during 2010. The securities purchased were primarily floating rate securities with lower yields.

On March 31, 2011, BB&T held certain investment securities having continuous unrealized loss positions for more than 12 months. All of these losses were in non-agency mortgage-backed and municipal securities. At March 31, 2011, all of the available-for-sale debt securities in an unrealized loss position, excluding those covered by FDIC loss sharing agreements, were investment grade with the exception of two municipal bonds with an amortized cost of $8 million and nine non-agency mortgage-backed securities with an amortized cost of $537 million. At March 31, 2011, the total unrealized loss on these non-investment grade securities was $99 million. All of the non-investment grade securities referenced above were initially investment grade and have been downgraded since purchase.

See Note 2 “Securities” in the “Notes to Consolidated Financial Statements” herein for additional disclosures related to BB&T’s evaluation of securities for other-than-temporary impairment.

58

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

Loans and Leases

BB&T emphasizes commercial lending to small and medium-sized businesses, consumer lending, mortgage lending and specialized lending with an overall goal of maximizing the profitability of the loan portfolio while maintaining strong asset quality. For the first quarter of 2011, average total loans were $105.3 billion, a slight increase compared to the same period in 2010.

The following table presents the composition of average loans and leases for the three months ended March 31, 2011 and 2010, respectively:

Table 1

Composition of Average Loans and Leases

	Three Months Ended March 31,
	2011					2010
	Balance		% of total			Balance		% of total
	(Dollars in millions)
Commercial loans and leases
Commercial and industrial	$	33,433		31.8	%	$	31,498		30.1	%
Commercial real estate—other		11,368		10.8			12,296		11.8
Commercial real estate—residential ADC		3,281		3.1			5,586		5.3
Direct retail lending		13,672		13.0			14,165		13.6
Sales finance		7,080		6.7			6,406		6.1
Revolving credit		2,082		2.0			1,991		1.9
Residential mortgage		17,926		17.0			15,459		14.8
Specialized lending		7,797		7.4			7,479		7.2
Other acquired		57		0.1			108		0.1
Total average loans and leases held for investment (excluding covered loans)		96,696		91.9			94,988		90.9
Covered		5,927		5.6			7,642		7.3
Total average loans and leases held for investment		102,623		97.5			102,630		98.2
Loans held for sale		2,671		2.5			1,838		1.8
Total average loans and leases	$	105,294		100.0	%	$	104,468		100.0	%

Average commercial and industrial loans were up $1.9 billion, or 6.1%, for the first three months of 2011 compared to the same period in 2010. The increase in the commercial and industrial portfolio is largely a result of the management’s focused efforts at growing this component of the loan portfolio. Average commercial real estate—residential, acquisition and development loans (“ADC”) have declined $2.3 billion in the past twelve months, from $5.6 billion at March 31, 2010 to $3.3 billion at March 31, 2011. Average commercial real estate—other loans declined 7.5% compared to the first quarter of 2010. The decline in commercial real estate lending reflects management’s decision to lower exposures to higher-risk real estate lending during the economic downturn.

Average direct retail loans declined 3.5% for the first quarter of 2011 compared to the first quarter of 2010. This portfolio is primarily home equity loans and lines to individuals and has been negatively affected by the downturn in the residential real estate markets. In addition, the residential lot/land component of this portfolio has been declining, as management continues to reduce exposures to these types of loans.

Average residential mortgage loans held for investment increased $2.5 billion, or 16.0%, for the first quarter of 2011 compared to the first quarter of 2010. The vast majority of new residential mortgage originations were being sold in the secondary market until the third quarter of 2010 when management made the election to retain a portion of its 10 to 15 year fixed-rate and adjustable rate mortgage production.

59

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

Average sales finance loans increased $674 million, or 10.5%, compared to the first quarter of 2010, as a result of improvement in prime automobile lending. Average specialized lending loans increased 4.3% for the first quarter of 2011 compared to the first quarter of 2010. The growth in the specialized lending portfolio was primarily in small ticket finance and nonprime automobile loans.

Average loans held for sale increased $833 million, or 45.3%, compared to the first quarter of 2010, primarily due to low levels of refinance activity in the prior year. In addition, the current year includes commercial loan balances related to management’s nonperforming asset disposition strategy.

The annualized FTE yield for the total loan portfolio for the first quarter of 2011 was 5.94% compared to 5.65% in the first quarter of 2010. The increase in the FTE yield on the total loan portfolio was primarily the result of the covered and other acquired loans from the Colonial acquisition and results from higher expected cash flows based on the quarterly cash flow reassessment process required by acquisition accounting. A significant portion of the increased yield is offset by a decrease in FDIC loss share income.

In the normal course of business, residential acquisition, development and construction, commercial construction or commercial land/development loan agreements may include an interest reserve account at inception. An interest reserve allows the borrower to add interest charges to the outstanding loan balance during the construction period. Interest reserves provide an effective means to address the cash flow characteristics of a real estate construction loan. Loan agreements containing an interest reserve generally require more equity to be contributed by the borrower to the construction project at inception. Loans with interest reserves are subject to substantially similar underwriting standards as loans without interest reserves.

Loans with interest reserves are closely monitored through physical inspections, reconciliation of draw requests, review of rent rolls and operating statements and quarterly portfolio reviews performed by senior management. When appropriate, extensions, renewals and restructurings of loans with interest reserves are approved after giving consideration to the project’s status, the borrower’s financial condition, and the collateral protection based on current market conditions. In connection with the extension, renewal or restructuring of a loan with an interest reserve, additional interest reserves may be funded by the client, partially funded by the client and BB&T, or fully provided by BB&T. Typically, interest reserves provided by BB&T are secured by additional collateral and are limited to more conservative advance rates on the pledged collateral. These loans must also be supported by an analysis of the client’s willingness and capacity to service the debt.

Interest that has been added to the balance of a loan through the use of an interest reserve is recognized as income only if the collectability of the remaining contractual principal and interest payments is reasonably assured. If a loan with interest reserves is in default and deemed uncollectible, interest is no longer funded through the interest reserve. Interest previously recognized from interest reserves generally is not reversed against current income when a construction loan with interest reserves is placed on nonaccrual status.

At March 31, 2011, approximately $1.0 billion of BB&T’s construction loan portfolio, excluding covered loans, had active interest reserves (i.e., current funding of interest charges through a reserve). Interest income related to loans with active interest reserves totaled approximately $9 million, which represented less than 1% of total interest income for the quarter ended March 31, 2011.

Other Interest-Earning Assets

Average other interest-earning assets totaled $3.0 billion for the first quarter of 2011, compared to $2.7 billion for the same period of 2010. The increase in average other interest-earning assets was primarily due to an increase of $464 million in average balances of interest-bearing deposits due from banks compared to the first quarter of 2010. The average yield on other interest-earning assets was 0.80% for the first quarter of 2011 compared to 0.53% for the first quarter of 2010.

60

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

Noninterest-Earning Assets

BB&T’s other noninterest-earning assets, including premises and equipment, goodwill, core deposit and other intangible assets, residential mortgage servicing rights, FDIC loss share receivable and noninterest-bearing cash and due from banks, decreased $636 million from December 31, 2010 to March 31, 2011. The decline in this category was primarily due to a reduction in the FDIC loss share receivable of $342 million, due to reimbursements received, and a decline in derivative asset positions of $229 million.

Deposits

Deposits totaled $106.9 billion at March 31, 2011, a slight decrease from December 31, 2010. Client deposits generated through the BB&T banking network are the largest source of funds used to support asset growth. Client deposits totaled $103.6 billion at March 31, 2011, an increase of $3.5 billion, or 3.5%, from December 31, 2010. The increase in client deposits was primarily due to increases in noninterest-bearing deposits and other client deposits, which include money market deposit accounts, savings accounts, individual retirement accounts and other time deposits, which was partially offset by a decline in client certificates of deposit. Other interest-bearing deposits, which are primarily Eurodollar deposits and negotiable certificates of deposits, declined $3.8 billion compared to December 31, 2010, as the strong growth in client deposits limited the need for these types of funding sources.

The following table presents the composition of average deposits for the three months ended March 31, 2011 and 2010:

Table 2

Composition of Average Deposits

	Three Months Ended March 31,
	2011					2010
	Balance		% of total			Balance		% of total
	(Dollars in millions)
Noninterest-bearing deposits	$	20,990		19.9	%	$	18,464		16.6	%
Interest checking		3,594		3.4			3,745		3.4
Other client deposits		55,909		52.9			51,712		46.5
Client certificates of deposit		21,081		20.0			30,833		27.8
Total client deposits		101,574		96.2			104,754		94.3
Other interest-bearing deposits		4,040		3.8			6,277		5.7
Total average deposits	$	105,614		100.0	%	$	111,031		100.0	%

Average deposits for the first quarter of 2011 decreased $5.4 billion, or 4.9%, compared to the same period in 2010. The decline in average deposits reflects the balance sheet deleverage executed in the second quarter of 2010, which was partially offset by strong organic deposit growth. Client certificates of deposit and other interest-bearing deposits decreased $9.8 billion and $2.2 billion, respectively, compared to the first quarter of 2010. The categories of deposits with the highest growth for the first quarter of 2011 compared to the first quarter of 2010 were other client deposits which increased $4.2 billion, or 8.1%, and noninterest-bearing deposits, which increased $2.5 billion, or 13.7%.

61

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

The overall mix of deposits continues to improve, as average noninterest-bearing deposits represented 19.9% of total deposits at March 31, 2011 compared to 16.6% at March 31, 2010. The average rate for interest-bearing deposits for the first quarter of 2011 was 0.82% compared to 1.14%, reflecting the runoff of higher-rate certificates of deposit and growth in other lower-cost client deposits.

Borrowings

While client deposits remain the primary source for funding loan originations and other balance sheet growth, BB&T uses short-term borrowings as a supplementary funding source. Short-term borrowings used by BB&T include Federal funds purchased, securities sold under repurchase agreements, master notes, commercial paper, U.S. Treasury tax and loan deposit notes and short-term bank notes. All of BB&T’s securities sold under repurchase agreements are reflected as collateralized borrowings on the balance sheet. At March 31, 2011, short-term borrowings totaled $5.2 billion, a decrease of $487 million, or 8.6%, compared to December 31, 2010. The decrease in these borrowings compared to December 31, 2010, primarily reflects strong growth in client deposits which has reduced the Corporation’s reliance on short-term funding.

BB&T also utilizes long-term debt to provide both funding, and to a lesser extent, regulatory capital. Long-term debt consists of Federal Home Loan Bank advances to Branch Bank, corporate senior and subordinated notes, senior and subordinated notes issued by Branch Bank, and junior subordinated debentures issued by BB&T. Long-term debt totaled $22.6 billion at March 31, 2011, an increase of $861 million, or 4.0%, from the balance at December 31, 2010. The increase in long-term debt reflects the issuance of $1 billion of senior notes in March 2011, with an interest rate of 3.20% due March 2016. The proceeds from this issuance will be used for general corporate funding purposes.

Early in the second quarter of 2011, BB&T issued $1 billion in senior notes consisting of $700 million with a fixed interest rate of 2.05%, and $300 million with a floating interest rate. The proceeds from this issuance will be used for general corporate purposes.

For the first quarter of 2011, the average annualized FTE rate paid on short-term borrowings was 0.30% compared to 0.23% during the first quarter of 2010. The average annualized rate paid on long-term debt for the first quarter of 2011 was 3.97% compared to 3.82% for the same period in 2010.

Shareholders’ Equity

Total shareholders’ equity at March 31, 2011 was $16.7 billion, an increase of 1.0% compared to December 31, 2010. BB&T’s book value per common share at March 31, 2011 was $23.86, compared to $23.67 at December 31, 2010.

BB&T’s tangible shareholders’ equity available to common shareholders was $10.9 billion at March 31, 2011, an increase of $141 million, or 1.3%, compared to December 31, 2010. BB&T’s tangible book value per common share at March 31, 2011 was $15.59 compared to $15.43 at December 31, 2010. As of March 31, 2011, measures of tangible capital were not required by the regulators and, therefore, were considered non-GAAP measures. Refer to the section titled “Capital Adequacy and Resources” herein for a discussion of how BB&T calculates and uses these measures in the evaluation of the Company.

Asset Quality

BB&T’s lending strategy focuses on relationship based lending within its markets. BB&T has continued to work with its clients that have experienced financial difficulties throughout the economic recession. During the second quarter of 2010, management implemented a comprehensive nonperforming asset disposition strategy with a goal of more aggressively reducing BB&T’s exposure to nonperforming loans and foreclosed properties and to reduce or eliminate any delay in exiting the credit cycle. The strategy was implemented during the second

62

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

quarter of 2010 as management believed that pricing for distressed assets had improved. This strategy continued throughout the third and fourth quarters of 2010 and into 2011. A total of $1.9 billion in unpaid principal balances in commercial loans were transferred into held for sale under the nonperforming asset disposition strategy during 2010. Of this amount, only $377 million remains to be sold at March 31, 2011 with a carrying value of $189 million. The life-to-date loss percentage on commercial loans that were part of this strategy was 51%. BB&T recorded losses and write-downs of $74 million during the first quarter of 2011 in connection with this program.

Substantially all of the loans acquired in the Colonial acquisition are covered by loss sharing agreements with the FDIC, whereby the FDIC reimburses BB&T for the majority of the losses incurred. In addition, all of the loans acquired were recorded at fair value as of the acquisition date without regard to the loss sharing agreements. Loans were evaluated and assigned to loan pools based on common risk characteristics. The determination of the fair value of the loans resulted in a significant write-down in the carrying amount of the loans, which was assigned to an accretable or nonaccretable balance, with the accretable balance being recognized as interest income over the remaining term of the loan. In accordance with the acquisition method of accounting, there was no allowance brought forward on any of the acquired loans, as the credit losses evident in the loans were included in the determination of the fair value of the loans at the acquisition date and are represented by the nonaccretable balance. The majority of the nonaccretable balance is expected to be received from the FDIC in connection with the loss sharing agreements and is recorded as a separate asset from the covered loans and reflected on the Consolidated Balance Sheets. As a result, all of the loans acquired in the Colonial acquisition were considered to be accruing loans as of the acquisition date. In accordance with regulatory reporting standards, covered loans that are contractually past due will continue to be reported as past due and still accruing based on the number of days past due.

Given the significant amount of acquired loans that are past due but still accruing, BB&T believes the inclusion of these loans in certain asset quality ratios including “Loans 30-89 days past due and still accruing as a percentage of total loans and leases,” “Loans 90 days or more past due and still accruing as a percentage of total loans and leases,” “Nonperforming loans and leases as a percentage of total loans and leases” and certain other asset quality ratios that reflect nonperforming assets in the numerator or denominator (or both) results in significant distortion to these ratios. In addition, because charge-offs related to the acquired loans are recorded against the nonaccretable balance, the net charge-off ratio, including the acquired loans, is lower for portfolios that have significant amounts of acquired loans. The inclusion of these loans in the asset quality ratios described above could result in a lack of comparability across quarters or years, and could negatively impact comparability with other portfolios that were not impacted by acquisition accounting. BB&T believes that the presentation of asset quality measures excluding covered loans and related amounts from both the numerator and denominator provides better perspective into underlying trends related to the quality of its loan portfolio. Accordingly, the asset quality measures in Table 4-2 present asset quality information both on a consolidated basis as well as excluding the covered assets and related amounts.

Consistent with BB&T’s belief that the presentation of certain asset quality measures excluding the impact of covered loans is more meaningful, certain information reflected in Tables 5-1, 5-2 and 5-3 has been adjusted to exclude the impact of covered loans and foreclosed property. These adjustments have been identified and explained in the footnotes to each table.

Nonperforming assets, which are composed of foreclosed real estate, repossessions, nonaccrual loans and certain restructured loans, totaled $4.2 billion (or $3.9 billion excluding covered loans and foreclosed property) at March 31, 2011, compared to $4.3 billion (or $4.0 billion excluding covered loans and foreclosed property) at December 31, 2010. The decrease in nonperforming assets included a decrease of $332 million in nonperforming loans held for sale, which was partially offset by an increase of $278 million in nonperforming loans and leases held for investment. As a percentage of loans and leases plus foreclosed property, nonperforming assets were 3.97% at March 31, 2011 (or 3.85% excluding covered loans and foreclosed property) compared with 3.94% (or

63

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

3.88% excluding covered loans and foreclosed property) at December 31, 2010. Loans 90 days or more past due and still accruing interest, excluding government guaranteed loans and loans covered by FDIC loss share agreements, totaled $263 million at March 31, 2011, compared with $295 million at year-end 2010, a decline of 10.8%. The balance of loans 90 days or more past due and still accruing interest is at its lowest point since the first quarter of 2008. Loans 30-89 days past due, excluding government guaranteed loans and loans covered by FDIC loss share agreements, totaled $1.1 billion at March 31, 2011, which was a decline of $309 million, or 21.9%, compared with $1.4 billion at year-end 2010. The decline in loans 30-89 days past due was primarily due to improving trends across all loan portfolios. The balance of loans 30-89 days past due was at its lowest level since the second quarter of 2007. BB&T’s net charge-offs totaled $404 million for the first quarter of 2011 and amounted to 1.56% of average loans and leases, on an annualized basis (or 1.65% excluding covered loans), compared to $475 million, or 1.84% of average loans and leases, on an annualized basis (or 1.99% excluding covered loans), in the corresponding period in 2010.

The allowance for credit losses, which totaled $2.7 billion and $2.8 billion at March 31, 2011 and December 31, 2010, respectively, consists of the allowance for loan and lease losses, which is presented on the Consolidated Balance Sheets, and the reserve for unfunded lending commitments, which is included in other liabilities on the Consolidated Balance Sheets. The allowance for loan and lease losses amounted to 2.58% of loans and leases held for investment at March 31, 2011 (or 2.58% excluding covered loans), compared to 2.62% (or 2.63% excluding covered loans) at year-end 2010. Refer to Note 4 “Allowance for Loan and Lease Losses and Reserve for Unfunded Lending Commitments” in the “Notes to Consolidated Financial Statements” for additional disclosures.

The following table presents an estimated allocation of the allowance for loan and lease losses at March 31, 2011 and December 31, 2010. This allocation of the allowance for loan and lease losses 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 3

Allocation of Allowance for Loan and Lease Losses by Category

	March 31, 2011					December 31, 2010
	Amount		% Loans in each category			Amount		% Loans in each category
	(Dollars in millions)
Balances at end of period applicable to:
Commercial loans and leases
Commercial and industrial	$	535		32.8	%	$	621		32.8	%
Commercial real estate—other		497		11.0			446		11.0
Commercial real estate—residential ADC		421		2.9			469		3.3
Direct retail lending		245		13.3			246		13.3
Sales finance		43		6.9			47		6.8
Revolving credit		105		2.0			109		2.1
Residential mortgage		328		17.8			298		17.0
Specialized lending		193		7.6			198		7.7
Covered loans		144		5.7			144		6.0
Unallocated		130		—			130		—
Total allowance for loan and lease losses		2,641		100.0	%		2,708		100.0	%
Reserve for unfunded lending commitments		50					47
Total allowance for credit losses	$	2,691				$	2,755

64

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

Asset quality statistics for the last five calendar quarters are presented in the accompanying tables.

Table 4-1

Asset Quality Analysis

	Three Months Ended
	3/31/2011			12/31/2010			9/30/2010			6/30/2010			3/31/2010
	(Dollars in millions)
Allowance For Credit Losses
Beginning balance	$	2,755		$	2,650		$	2,753		$	2,759		$	2,672
Provision for credit losses (excluding covered loans)		340			543			743			652			556
Provision for covered loans		—			100			27			(2	)		19
Charge-offs
Commercial loans and leases (1)
Commercial and industrial		(78	)		(103	)		(143	)		(65	)		(62	)
Commercial real estate—other		(68	)		(125	)		(244	)		(47	)		(54	)
Commercial real estate—residential ADC		(71	)		(107	)		(285	)		(165	)		(108	)
Direct retail lending		(78	)		(87	)		(83	)		(82	)		(86	)
Sales finance loans		(10	)		(12	)		(10	)		(10	)		(16	)
Revolving credit loans		(27	)		(28	)		(28	)		(31	)		(31	)
Residential mortgage loans (2)		(54	)		(58	)		(52	)		(207	)		(77	)
Specialized lending		(52	)		(57	)		(56	)		(64	)		(75	)
Total charge-offs		(438	)		(577	)		(901	)		(671	)		(509	)
Recoveries
Commercial loans and leases (1)
Commercial and industrial		4			4			4			4			6
Commercial real estate—other		3			4			—			1			—
Commercial real estate—residential ADC		4			6			4			3			1
Direct retail lending		9			8			7			6			12
Sales finance loans		2			2			2			2			3
Revolving credit loans		5			4			4			4			4
Residential mortgage loans (2)		1			1			1			1			1
Specialized lending		6			10			6			8			7
Total recoveries		34			39			28			29			34
Net charge-offs		(404	)		(538	)		(873	)		(642	)		(475	)
Other changes, net		—			—			—			(14	)		(13	)
Ending balance	$	2,691		$	2,755		$	2,650		$	2,753		$	2,759
Allowance For Credit Losses
Allowance for loan and lease losses (excluding covered loans)	$	2,497		$	2,564		$	2,567		$	2,706		$	2,695
Allowance for covered loans		144			144			44			17			19
Reserve for unfunded lending commitments		50			47			39			30			45
Total	$	2,691		$	2,755		$	2,650		$	2,753		$	2,759

(1) Includes net charge-offs of $26 million, $431 million and $7 million in commercial loans and leases during the fourth, third and second quarters of 2010, respectively, in connection with BB&T’s nonperforming assets (“NPA”) disposition strategy.

(2) Includes net charge-offs of $141 million in mortgage loans during the second quarter of 2010 in connection with BB&T’s NPA disposition strategy.

65

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

	Three Months Ended
	3/31/2011		12/31/2010		9/30/2010		6/30/2010		3/31/2010
	(Dollars in millions)
Nonperforming Assets (1)
Nonaccrual loans and leases
Commercial loans and leases (7)
Commercial and industrial	$	594	$	508	$	491	$	637	$	500
Commercial real estate—other		508		405		328		631		413
Commercial real estate—residential ADC		568		513		454		807		875
Direct retail lending		182		191		216		234		219
Sales finance loans		9		6		6		6		5
Residential mortgage loans (8)(9)		511		466		416		387		737
Specialized lending		55		60		62		68		69
Total nonaccrual loans and leases held for investment		2,427		2,149		1,973		2,770		2,818
Loans held for sale		189		521		826		129		6
Total nonaccrual loans and leases		2,616		2,670		2,799		2,899		2,824
Foreclosed real estate (2)		1,211		1,259		1,309		1,391		1,524
Other foreclosed property		36		42		39		37		46
Total nonperforming assets (excluding covered assets)	$	3,863	$	3,971	$	4,147	$	4,327	$	4,394
Performing troubled debt restructurings (TDRs) (3)
Commercial loans and leases
Commercial and industrial	$	125	$	205	$	260	$	303	$	298
Commercial real estate—other		233		280		300		387		334
Commercial real estate—residential ADC		120		172		316		409		337
Direct retail lending		146		141		131		133		130
Sales finance loans		5		5		—		—		—
Revolving credit loans		62		62		62		60		58
Residential mortgage loans (10)		587		585		566		595		557
Specialized lending		31		26		4		4		1
Total performing TDRs	$	1,309	$	1,476	$	1,639	$	1,891	$	1,715
Loans 90 days or more past due and still accruing (4)
Commercial loans and leases
Commercial and industrial	$	6	$	8	$	7	$	5	$	4
Commercial real estate—other		20		4		3		7		—
Commercial real estate—residential ADC		5		8		10		10		10
Direct retail lending		59		76		69		69		67
Sales finance loans		23		27		27		28		27
Revolving credit loans		18		20		21		20		23
Residential mortgage loans (9)(11)		124		143		137		127		148
Specialized lending		6		6		7		7		10
Other acquired loans		2		3		5		5		6
Total loans 90 days past due and still accruing (excluding covered loans) (5)	$	263	$	295	$	286	$	278	$	295
Loans 30—89 days past due (4)
Commercial loans and leases
Commercial and industrial	$	137	$	163	$	213	$	185	$	202
Commercial real estate—other		54		68		171		118		182
Commercial real estate—residential ADC		40		84		151		128		132
Direct retail lending		166		189		181		188		203
Sales finance loans		67		95		99		95		94
Revolving credit loans		24		28		28		28		30
Residential mortgage loans (12)		444		532		551		519		531
Specialized lending		166		248		242		225		200
Other acquired loans		1		1		2		2		3
Total loans 30—89 days past due (excluding covered loans) (6)	$	1,099	$	1,408	$	1,638	$	1,488	$	1,577

66

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

(1) Covered and other acquired loans are considered to be performing due to the application of the accretion method. Covered loans that are contractually past due are noted in the footnotes below.

(2) Excludes foreclosed real estate totaling $362 million, $313 million, $276 million, $176 million and $181 million at March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010, respectively, that are covered by FDIC loss sharing agreements.

(3) Excludes TDRs that are nonperforming totaling $479 million, $479 million, $489 million, $480 million and $333 million at March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010, March 31, 2010, respectively. These amounts are included in total nonperforming assets.

(4) Excludes mortgage loans guaranteed by GNMA that BB&T does not have the obligation to repurchase.

(5) Excludes loans past due 90 days or more that are covered by FDIC loss sharing agreements totaling $1.2 billion, $1.1 billion, $1.3 billion, $1.5 billion and $1.4 billion at March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010, respectively.

(6) Excludes loans totaling $252 million, $363 million, $329 million, $429 million and $356 million past due 30-89 days at March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010, respectively, that are covered by FDIC loss sharing agreements.

(7) Includes a transfer of $1.3 billion book value of nonperforming commercial loans to loans held for sale during the third quarter of 2010 in connection with BB&T’s NPA disposition strategy.

(8) Includes a reduction of $375 million in mortgage loans during the second quarter of 2010 in connection with BB&T’s NPA disposition strategy.

(9) Excludes nonaccrual mortgage loans that are government guaranteed totaling $70 million at March 31, 2010. BB&T revised its nonaccrual policy related to FHA/VA guaranteed mortgage loans during the second quarter of 2010. The change in policy resulted in a decrease in nonaccrual mortgage loans and an increase in mortgage loans 90 days past due and still accruing of $79 million.

(10) Excludes restructured mortgage loans that are government guaranteed totaling $148 million, $129 million, $153 million and $73 million at March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010, respectively. Includes mortgage loans held for sale.

(11) Excludes mortgage loans past due 90 days or more that are government guaranteed totaling $187 million, $153 million, $119 million, $82 million and $7 million at March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010, respectively. Includes past due mortgage loans held for sale.

(12) Excludes mortgage loans past due 30-89 days that are government guaranteed totaling $71 million, $83 million, $74 million, $42 million, and $24 million at March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010, respectively. Includes past due mortgage loans held for sale.

67

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

Table 4-2

Asset Quality Ratios

	Three Months Ended
	3/31/2011			12/31/2010			9/30/2010			6/30/2010			3/31/2010
Asset Quality Ratios (including amounts related to covered loans and covered foreclosed property) (1)(2)
Loans 30 - 89 days past due and still accruing as a percentage of total loans and leases		1.29	%		1.65	%		1.86	%		1.83	%		1.85	%
Loans 90 days or more past due and still accruing as a percentage of total loans and leases		1.36			1.34			1.53			1.74			1.66
Nonperforming loans and leases as a percentage of total loans and leases		2.49			2.49			2.64			2.77			2.71
Nonperforming assets as a percentage of:
Total assets		2.69			2.73			2.81			2.90			2.79
Loans and leases plus foreclosed property		3.97			3.94			4.11			4.24			4.31
Net charge-offs as a percentage of average loans and leases		1.56			2.02			3.31			2.48			1.84
Allowance for loan and lease losses as a percentage of loans and leases held for investment		2.58			2.62			2.56			2.66			2.65
Ratio of allowance for loan and lease losses to:
Net charge-offs		1.61	x		1.27	x		0.75	x		1.06	x		1.41	x
Nonperforming loans and leases held for investment		1.09			1.26			1.32			0.98			0.96
Asset Quality Ratios (excluding amounts related to covered loans and covered foreclosed property) (1)(2)(3)
Loans 30 - 89 days past due and still accruing as a percentage of total loans and leases		1.11	%		1.39	%		1.65	%		1.53	%		1.63	%
Loans 90 days or more past due and still accruing as a percentage of total loans and leases		0.27			0.29			0.29			0.28			0.30
Nonperforming loans and leases as a percentage of total loans and leases		2.64			2.64			2.82			2.97			2.91
Nonperforming assets as a percentage of:
Total assets		2.56			2.64			2.76			2.93			2.82
Loans and leases plus foreclosed property		3.85			3.88			4.12			4.37			4.46
Net charge-offs as a percentage of average loans and leases (4)		1.65			2.15			3.54			2.66			1.99
Allowance for loan and lease losses as a percentage of loans and leases held for investment		2.58			2.63			2.69			2.84			2.84
Ratio of allowance for loan and lease losses to:
Net charge-offs		1.52	x		1.20	x		0.74	x		1.05	x		1.40	x
Nonperforming loans and leases held for investment		1.03			1.19			1.30			0.98			0.96

Applicable ratios are annualized.

(1) Excludes mortgage loans guaranteed by GNMA that BB&T does not have the obligation to repurchase.

(2) Excludes mortgage loans guaranteed by the government.

(3) These asset quality ratios have been adjusted to remove the impact of covered loans and covered foreclosed property. Appropriate adjustments to the numerator and denominator have been reflected in the calculation of these ratios. Management believes the inclusion of acquired loans in certain asset quality ratios that

68

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

include nonperforming assets, past due loans or net charge-offs in the numerator or denominator results in distortion of these ratios and they may not be comparable to other periods presented or to other portfolios that were not impacted by purchase accounting.

(4) Excluding the impact of losses and balances associated with BB&T’s NPA disposition strategy, the adjusted net charge-offs ratio would have been 2.07%, 1.80% and 2.06% for the fourth quarter of 2010, third quarter of 2010 and second quarter of 2010, respectively.

Table 4-3

Troubled Debt Restructurings

	March 31, 2011
	Current Status				Past Due 30-89 Days				Past Due 90+ Days				Total
	(Dollars in millions)
Performing restructurings: (1)
Commercial loans
Commercial and industrial	$	118	94.4	%	$	7	5.6	%	$	—	—	%	$	125
Commercial real estate—other		233	100.0			—	—			—	—			233
Commercial real estate—residential ADC		117	97.5			3	2.5			—	—			120
Direct retail lending		139	95.2			6	4.1			1	.7			146
Sales finance loans		3	60.0			—	—			2	40.0			5
Revolving credit loans		49	79.0			7	11.3			6	9.7			62
Residential mortgage loans (2)		485	82.6			82	14.0			20	3.4			587
Specialized lending		29	93.5			2	6.5			—	—			31
Total performing restructurings		1,173	89.6			107	8.2			29	2.2			1,309
Nonperforming restructurings (3)		142	29.7			81	16.9			256	53.4			479
Total restructurings	$	1,315	73.6		$	188	10.5		$	285	15.9		$	1,788

(1) Past due performing restructurings are included in past due disclosures.

(2) Excludes restructured mortgage loans that are government guaranteed totaling $148 million.

(3) Nonperforming restructurings are included in nonaccrual loan disclosures.

Troubled debt restructurings (“restructurings”) generally occur when a borrower is experiencing, or is expected to experience, financial difficulties in the near-term. As a result, BB&T will work with the borrower to prevent further difficulties, and ultimately to 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 restructuring. Restructurings can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing on accruing status, depending on the individual facts and circumstances of the borrower. In circumstances where the restructuring involves charging off a portion of the loan balance, BB&T typically classifies these restructurings as nonaccrual. With respect to commercial restructurings, an analysis of the credit evaluation, in conjunction with an evaluation of the borrower’s performance prior to the restructuring, are considered when evaluating the borrower’s ability to meet the restructured terms of the loan agreement. Restructured nonaccrual loans may be returned to accrual status based on a current, well-documented credit evaluation of the borrower’s financial condition and prospects for repayment under the modified terms. This evaluation must include consideration of the borrower’s sustained historical repayment performance for a reasonable period (generally a minimum of six months) prior to the date on which the loan is returned to accrual status. Sustained historical repayment performance for a reasonable time prior to the restructuring may be taken into account.

69

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

In connection with consumer loan restructurings, a nonperforming loan will be returned to accruing status when current as to principal and interest and upon a sustained historical repayment performance (generally a minimum of six months).

BB&T’s performing restructured loans, excluding government guaranteed mortgage loans, totaled $1.3 billion at March 31, 2011, a decrease of $167 million, or 11.3%, compared with December 31, 2010. For commercial loans, performing restructured loans declined $179 million from December 31, 2010 to March 31, 2011. The majority of BB&T’s commercial lending loan modifications that are considered restructurings involve an extension of the term of the loan without a corresponding adjustment to the risk premium reflected in the interest rate. BB&T does not typically lower the interest rate and rarely forgives principal or interest as part of a commercial loan modification. In addition, BB&T frequently obtains additional collateral or guarantor support when modifying such loans. The majority of BB&T’s mortgage and consumer loan modifications that are considered restructurings involve a reduction in the interest rate to a below market rate and/or an increase in the term of the loan without a corresponding adjustment to the risk premium reflected in the interest rate. These modifications rarely result in the forgiveness of principal or interest.

The following tables provide further details regarding BB&T’s commercial real estate lending, residential mortgage and consumer real estate portfolios as of March 31, 2011.

Table 5-1

Real Estate Lending Portfolio Credit Quality and Geographic Distribution

Commercial Real Estate Loan Portfolio (1) (2)

	As of / For the Period Ended March 31, 2011
Commercial Real Estate—Residential ADC	Builder / Construction			Land / Land Development			Condos / Townhomes			Total ADC
	(Dollars in millions, except average loan and average client size)
Total loans outstanding	$	829		$	2,079		$	153		$	3,061
Average loan size (in thousands)		220			519			1,080			387
Average client size (in thousands)		575			855			2,268			775
Nonaccrual loans and leases as a percentage of category		20.12	%		18.42	%		11.54	%		18.54	%
Gross charge-offs as a percentage of category:
Year-to-date		8.23			10.07			0.66			9.06

70

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

	As of / For the Period Ended March 31, 2011
Commercial Real Estate—Residential ADC by State of Origination	Total Outstandings		Nonaccrual as a Percentage of Outstandings			Gross Charge- Offs as a Percentage of Outstandings Year-to-Date
	(Dollars in millions)
North Carolina	$	1,390		21.19	%		9.90	%
Virginia		571		6.38			1.88
South Carolina		283		18.57			6.51
Georgia		234		23.37			14.66
Florida		163		27.17			11.65
Washington, D.C.		103		13.13			37.50
Tennessee		89		30.93			7.83
West Virginia		70		14.60			9.07
Kentucky		67		11.67			4.98
Maryland		54		3.29			0.64
Alabama		37		64.81			2.00
Total	$	3,061		18.54	%		9.06	%

	As of / For the Period Ended March 31, 2011
Commercial Real Estate—Other (3)	Commercial Construction			Commercial Land/ Development			Permanent Income Producing Properties			Total Other Commercial Real Estate
	(Dollars in millions, except average loan and average client size)
Total loans outstanding	$	943		$	1,283		$	9,059		$	11,285
Average loan size (in thousands)		1,029			625			501			536
Average client size (in thousands)		1,462			745			760			789
Nonaccrual loans and leases as a percentage of category		4.28	%		11.82	%		3.49	%		4.50	%
Gross charge-offs as a percentage of category:
Year-to-date		0.86			11.63			1.56			2.71

71

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

	As of / For the Period Ended March 31, 2011
Commercial Real Estate—Other by State of Origination (3)	Total Outstandings		Nonaccrual as a Percentage of Outstandings			Gross Charge- Offs as a Percentage of Outstandings Year-to-Date
	(Dollars in millions)
North Carolina	$	3,489		4.11	%		1.67	%
Virginia		1,872		1.59			0.96
Georgia		1,649		8.37			6.92
South Carolina		898		6.13			2.01
Florida		761		12.77			9.25
Washington, D.C.		622		1.31	��		2.93
Maryland		576		0.93			0.04
Kentucky		449		1.53			0.11
West Virginia		412		0.62			0.72
Tennessee		346		4.95			1.08
Alabama		98		4.86			—
Other		113		—			—
Total	$	11,285		4.50	%		2.71	%

Applicable ratios are annualized.

(1) Commercial real estate loans (“CRE”) are defined as loans to finance non-owner occupied real property where the primary repayment source is the sale or rental/lease of the real property. Definition is based on internal classification. Excludes covered loans and in process items.

(2) Includes net charge-offs and average balances related to loans transferred to held for sale while they were held for investment. Loans transferred to held for sale are excluded from total loans outstanding. As of March 31, 2011, there were $76 million ADC loans and $65 million other CRE loans held for sale. All of the held for sale ADC and Other CRE loans are on nonaccrual status.

(3) C&I loans secured by real property are excluded.

The commercial real estate—residential ADC loans held for investment portfolio totaled $3.1 billion at March 31, 2011, a decrease of $336 million from December 31, 2010. Nonaccrual ADC loans held for investment were $568 million at March 31, 2011, an increase of $55 million, compared to $513 million at December 31, 2010. As previously mentioned, during the second quarter of 2010, management transferred a group of nonaccrual loans to the loans held for sale category. As of March 31, 2011, there were $76 million of nonaccrual ADC loans remaining in the held for sale category, a decrease of $163 million compared with $239 million at December 31, 2010. As a percentage of loans held for investment, ADC nonaccruals were 18.54% at March 31, 2011, compared to 15.09% at December 31, 2010. The allowance for loan and lease losses that is assigned to the ADC portfolio was 13.8% of the ADC portfolio as of March 31, 2011 and year-end 2010. The gross charge-off rate for the ADC portfolio, on an annualized basis, was 9.06% for the first quarter of 2011, compared to 11.40% for the fourth quarter of 2010 and 13.86% for the full–year 2010. The other component of the commercial real estate portfolio, which is largely office buildings, hotels, warehouses, apartments, rental houses, and shopping centers, totaled $11.3 billion at March 31, 2011. As a percentage of loans held for investment, other commercial real estate nonaccruals were 4.50% at March 31, 2011, compared with 3.53% at December 31, 2010. There were $65 million of nonaccrual other commercial real loans in the held for sale category at March 31, 2011, a decrease of $103 million compared with the amount at December 31, 2010. The gross charge-off rate for the other commercial real estate portfolio, on an annualized basis, was 2.71% for the first quarter of 2011, down from 3.94% for the fourth quarter of 2010 and 3.83% for the full–year 2010.

72

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

Table 5-2

Real Estate Lending Portfolio Credit Quality and Geographic Distribution

Residential Mortgage Portfolio (1)

	As of / For the Period Ended March 31, 2011
Residential Mortgage Loans	Prime			ALT-A			Construction/ Permanent			Subprime (2)			Total
	(Dollars in millions, except average loan size)
Total loans outstanding	$	15,430		$	2,031		$	521		$	467		$	18,449
Average loan size (in thousands)		193			306			310			60			192
Average refreshed credit score (3)		724			694			718			573			717
Percentage that are first mortgages		100	%		100	%		99	%		82	%		99	%
Average loan to value at origination		74			68			73			74			73
Nonaccrual loans and leases as a percentage of category		1.90			7.57			7.76			9.26			2.87
Gross charge-offs as a percentage of category:
Year-to-date		0.87			2.68			3.53			4.36			1.25

	As of / For the Period Ended March 31, 2011
Residential Mortgage Loans by State	Total Outstandings		Nonaccrual as a Percentage of Outstandings			Gross Charge- Offs as a Percentage of Outstandings Year-to-Date
	(Dollars in millions)
North Carolina	$	4,470		2.17	%		0.66	%
Virginia		3,125		2.27			0.99
Florida		2,332		5.92			3.57
Maryland		1,782		2.65			0.85
South Carolina		1,703		3.29			1.08
Georgia		1,677		3.15			1.68
Kentucky		477		1.68			0.10
Texas		431		0.30			0.11
West Virginia		378		1.37			0.38
Tennessee		370		2.74			0.71
Alabama		251		1.20			0.44
Washington, D.C.		224		2.40			0.86
Missouri		159		0.66			0.36
Indiana		107		0.44			0.19
Other		963		3.51			1.62
Total	$	18,449		2.87	%		1.25	%

Applicable ratios are annualized.

(1) Excludes mortgage loans held for sale, covered loans, mortgage loans guaranteed by GNMA that BB&T does not have the obligation to repurchase and in process items.

(2) Includes $327 million in loans originated by Lendmark Financial Services, which are disclosed as a part of the specialized lending category.

(3) Weighted based on outstanding balance.

The residential mortgage loan portfolio, as presented in Table 5-2, totaled $18.4 billion as of March 31, 2011, an increase of 3.7% from December 31, 2010. As a percentage of loans, residential mortgage loan

73

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

nonaccruals were 2.87% at March 31, 2011, compared with 2.72% at December 31, 2010. The gross charge-off rate for the residential mortgage loan portfolio, on an annualized basis, was 1.25% for the first quarter of 2011, compared to 1.42% for the fourth quarter of 2010 and 2.50% for the full–year 2010.

Table 5-3

Real Estate Lending Portfolio Credit Quality and Geographic Distribution

Direct Retail 1-4 Family and Lot/Land Real Estate Portfolio (1)

	As of / For the Period Ended March 31, 2011
Direct Retail 1-4 Family and Lot/Land Real Estate Loans & Lines	Residential Lot/Land Loans			Home Equity Loans			Home Equity Lines			Total
	(Dollars in millions, except average loan size)
Total loans outstanding	$	1,283		$	5,918		$	5,400		$	12,601
Average loan size (in thousands) (2)		58			44			36			41
Average refreshed credit score (3)		721			722			761			745
Percentage that are first mortgages		100	%		77	%		28	%		59	%
Average loan to value at origination		78			63			64			64
Nonaccrual loans and leases as a percentage of category		5.23			1.41			0.50			1.41
Gross charge-offs as a percentage of category:
Year-to-date		9.03			1.57			1.34			2.25

	As of / For the Period Ended March 31, 2011
Direct Retail 1-4 Family and Lot/Land Real Estate Loans and Lines By State of Origination	Total Outstandings		Nonaccrual as a Percentage of Outstandings			Gross Charge- Offs as a Percentage of Outstandings Year-to-Date
	(Dollars in millions)
North Carolina	$	4,312		1.68	%		2.35	%
Virginia		2,849		0.75			0.92
South Carolina		1,199		1.94			3.20
Georgia		1,007		1.58			3.37
Maryland		804		0.85			1.81
West Virginia		764		1.19			1.07
Florida		627		2.06			6.66
Kentucky		568		1.40			1.13
Tennessee		345		1.96			2.64
Washington, D.C.		82		0.93			4.43
Other		44		1.51			1.98
Total	$	12,601		1.41	%		2.25	%

Applicable ratios are annualized.

(1) Direct retail 1-4 family and lot/land real estate loans are originated through the BB&T branching network. Excludes covered loans and in process items.

(2) Home equity lines without an outstanding balance are excluded from this calculation.

(3) Based on number of accounts.

The direct retail consumer real estate loan portfolio, as presented in Table 5-3, totaled $12.6 billion as of March 31, 2011, a decrease of $129 million from December 31, 2010. This portfolio is comprised of residential lot/land loans, home equity loans and home equity lines, which are primarily originated through the branch

74

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

network. As a percentage of loans, direct retail consumer real estate nonaccruals were 1.41% at March 31, 2011, compared to 1.46% at December 31, 2010. The gross charge-off rate for the direct retail consumer real estate loan portfolio, on an annualized basis, was 2.25% for the first quarter of 2011, compared to 2.43% for the fourth quarter of 2010 and 2.32% for the full–year 2010. The allowance for the residential lot/land portfolio was 7.2% of the residential lot/land portfolio as of March 31, 2011 compared to 7.3% at December 31, 2010.

ANALYSIS OF RESULTS OF OPERATIONS

Consolidated net income for the first quarter of 2011 totaled $234 million, an increase of $40 million, or 20.6%, compared to $194 million earned during the first quarter of 2010. Net income available to common shareholders totaled $225 million, which generated diluted earnings per common share of $0.32 in the first quarter. Net income available to common shareholders for the same period of 2010 totaled $188 million, which generated diluted earnings per common share of $0.27. BB&T’s results of operations for the first quarter of 2011 produced an annualized return on average assets of 0.60% and an annualized return on average common shareholders’ equity of 5.48%, compared to prior year ratios of 0.48% and 4.59%, respectively.

The following table sets forth selected financial ratios for the last five calendar quarters.

Table 6

Annualized

Profitability Measures

	2011			2010
	First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter
Rate of return on:
Average assets		0.60	%		0.54	%		0.56	%		0.56	%		0.48	%
Average common shareholders’ equity		5.48			4.88			4.91			5.01			4.59
Net interest margin (taxable equivalent)		4.01			4.04			4.09			4.12			3.88

Net Interest Income and Net Interest Margin

Net interest income on an FTE basis was $1.3 billion for the first quarter of 2011, a decrease of 1.9% compared to the same period in 2010. For the quarter ended March 31, 2011, average earning assets decreased $6.8 billion, or 4.9%, compared to the same period of 2010, while average interest-bearing liabilities decreased $10.2 billion, or 8.2%, and the net interest margin increased from 3.88% in the first quarter of 2010 to 4.01% in the current quarter. The decline in net interest income was primarily the result of a decline in average earning assets due to the balance sheet deleveraging strategy that was executed in the second quarter of 2010. The decrease in net interest income resulting from the deleveraging strategy was partially offset by a higher net interest margin, which has benefited from higher yields on loans and securities from the Colonial acquisition, a more favorable funding mix, lower cost of funds and wider credit spreads. Management expects the net interest margin to remain slightly above 4.00% during 2011.

75

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

The following table provides information related to covered and acquired loans, covered securities and the FDIC loss sharing asset recognized in the Colonial acquisition. The table excludes all amounts related to other assets acquired and liabilities assumed in the acquisition.

Table 7

Revenue, Net of Provision Impact From Acquired Assets

	Three Months Ended March 31,
	2011			2010
	(Dollars in millions)
Interest income—loans	$	266		$	165
Interest income—securities		37			34
Total interest income		303			199
Provision for covered loans		—			(19	)
FDIC loss share income, net		(58	)		5
Net revenue after provision for covered loans	$	245		$	185

Interest income for the first quarter of 2011 on loans and securities acquired in the Colonial acquisition increased $104 million compared to the first quarter of 2010, which is partially offset by a decrease in FDIC loss share income. The vast majority of the increase is related to loans and reflects higher expected cash flows based on the quarterly cash flow reassessment process required by acquisition accounting. The net interest margin on covered and other acquired loans for the first quarter of 2011 was 18.09% compared to 8.66% in 2010. At March 31, 2011, the accretable yield balance on these loans was $2.3 billion. Accretable yield represents the excess of future cash flows above the current net carrying amount of loans and will be recognized into income over the remaining life of the covered and acquired loans.

There was no provision for covered loans in the current quarter, a decrease of $19 million compared to the first quarter of 2010. The first quarter of 2011 reassessment showed decreases in expected cash flows in certain loan pools that resulted in additional provisions that were fully offset by recoveries in other previously impaired loan pools.

FDIC loss share income, net decreased $63 million compared to the first quarter of 2010 primarily as a result of the impact of cash flow reassessments that resulted in additional interest income and a reduction in the offset related to the provision for covered loans.

The following table sets forth the major components of net interest income and the related annualized yields and rates for the first three months of 2011 compared to the same period in 2010, as well as the variances between the periods caused by changes in interest rates versus changes in volumes. Changes attributable to the mix of assets and liabilities have been allocated proportionally between the changes due to rate and the changes due to volume.

76

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

Table 8

FTE Net Interest Income and Rate / Volume Analysis

Three Months Ended March 31, 2011 and 2010

	Average Balances				Annualized Yield/Rate						Income/Expense				Increase (Decrease)			Change due to
	2011		2010		2011			2010			2011		2010					Rate			Volume
	(Dollars in millions)
Assets
Total securities, at amortized cost (1)(2)
U.S. government-sponsored entities (GSE)	$	93	$	1,636		2.41	%		3.61	%	$	1	$	15	$	(14	)	$	(4	)	$	(10	)
Mortgage-backed securities issued by GSE		20,409		26,558		1.65			3.82			84		254		(170	)		(122	)		(48	)
States and political subdivisions		1,969		2,107		5.55			5.38			27		28		(1	)		1			(2	)
Non-agency mortgage-backed securities		595		1,311		6.38			5.80			10		19		(9	)		2			(11	)
Other securities		750		202		1.56			2.13			3		1		2			—			2
Covered securities		1,243		1,175		12.06			11.60			37		34		3			1			2
Total securities		25,059		32,989		2.59			4.26			162		351		(189	)		(122	)		(67	)
Other earning assets (3)		2,978		2,681		0.80			0.53			6		3		3			3			—
Loans and leases, net of unearned income (1)(4)(5)
Commercial loans and leases
Commercial and industrial		33,433		31,498		4.35			4.35			359		338		21			—			21
Commercial real estate-other		11,368		12,296		3.84			4.11			108		124		(16	)		(8	)		(8	)
Commercial real estate-residential ADC		3,281		5,586		3.50			4.05			28		56		(28	)		(7	)		(21	)
Direct retail lending		13,672		14,165		5.17			5.34			174		187		(13	)		(6	)		(7	)
Sales finance loans		7,080		6,406		5.23			6.31			91		100		(9	)		(19	)		10
Revolving credit loans		2,082		1,991		8.90			9.04			46		44		2			(1	)		3
Residential mortgage loans		17,926		15,459		4.97			5.51			223		213		10			(22	)		32
Specialized lending		7,797		7,479		11.76			11.40			227		211		16			7			9
Other acquired loans		57		108		31.68			12.49			4		3		1			3			(2	)
Total loans and leases held for investment (excluding covered loans)		96,696		94,988		5.27			5.43			1,260		1,276		(16	)		(53	)		37
Covered loans		5,927		7,642		17.96			8.61			262		162		100			143			(43	)
Total loans and leases held for investment		102,623		102,630		6.00			5.67			1,522		1,438		84			90			(6	)
Loans held for sale		2,671		1,838		3.48			4.68			23		21		2			(6	)		8
Total loans and leases		105,294		104,468		5.94			5.65			1,545		1,459		86			84			2
Total earning assets		133,331		140,138		5.19			5.22			1,713		1,813		(100	)		(35	)		(65	)
Non-earning assets		23,600		23,669
Total assets	$	156,931	$	163,807
Liabilities and Shareholders’ Equity
Interest-bearing deposits
Interest-checking	$	3,594	$	3,745		0.25			0.36			2		3		(1	)		(1	)		—
Other client deposits		55,909		51,712		0.53			0.70			74		90		(16	)		(23	)		7
Client certificates of deposit		21,081		30,833		1.66			2.00			87		152		(65	)		(23	)		(42	)
Other interest-bearing deposits		4,040		6,277		0.84			0.93			8		14		(6	)		(1	)		(5	)
Total interest-bearing deposits		84,624		92,567		0.82			1.14			171		259		(88	)		(48	)		(40	)
Federal funds purchased, securities sold under repurchase agreements and short-term borrowed funds (1)		7,286		10,207		0.30			0.23			5		6		(1	)		2			(3	)
Long-term debt		21,879		21,221		3.97			3.82			216		201		15			9			6
Total interest-bearing liabilities		113,789		123,995		1.39			1.52			392		466		(74	)		(37	)		(37	)
Noninterest-bearing deposits		20,990		18,464
Other liabilities		5,479		4,721
Shareholders’ equity		16,673		16,627
Total liabilities and shareholders’ equity	$	156,931	$	163,807
Average interest rate spread						3.80			3.70
Net interest margin/ net interest income						4.01	%		3.88	%	$	1,321	$	1,347	$	(26	)	$	2		$	(28	)
Taxable equivalent adjustment											$	36	$	33

(1) Yields are stated on a taxable equivalent basis assuming tax rates in effect for the periods presented.

(2) Total securities include securities available for sale and securities held to maturity.

(3) Includes Federal funds sold, securities purchased under resale agreements or similar arrangements, 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, have been included for rate calculation purposes.

(5) Nonaccrual loans have been included in the average balances.

77

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

Provision for Credit Losses

The provision for credit losses totaled $340 million for the first quarter of 2011 compared to $575 million (including $19 million for covered loans) for the first quarter of 2010. Overall, the provision for credit losses declined in all of the major portfolio segments compared to the first quarter of 2010 due to improving credit trends and outlook, as net charge-offs were down 24.9% compared to fourth quarter of 2010 and 14.9% compared to the first quarter of 2010. The largest decreases in the provision for credit losses compared to the first quarter of 2010 were for commercial and industrial loans and residential mortgage. Nonperforming assets decreased by 2.7% compared to December 31, 2010 for the fourth consecutive quarter of declines.

Net charge-offs were 1.56% of average loans and leases on an annualized basis (or 1.65% excluding covered loans) for the first quarter of 2011 compared to 1.84% of average loans and leases (or 1.99% excluding covered loans) for the same period in 2010. The allowance for loan and lease losses was 2.58% of loans and leases held for investment (or 2.58% excluding covered loans) and was 1.09x total nonperforming loans and leases held for investment (or 1.03x excluding covered loans) at March 31, 2011, compared with 0.96x (or 0.96x excluding covered loans) at March 31, 2010.

Noninterest Income

BB&T emphasizes growing its fee-based businesses to lessen dependence on traditional spread-based interest income. Fee-based businesses are a relatively stable revenue source during periods of changing interest rates. Noninterest income for the three months ended March 31, 2011 totaled $714 million, compared to $844 million for the same period in 2010, a decrease of $130 million, or 15.4%. The decline in noninterest income included $74 million in losses and write-downs related to commercial loans held for sale in connection with management’s asset disposition strategy. In addition, the first quarter of 2011 included a $63 million reduction from the FDIC loss share asset, which is offset by additional interest income on the loans and securities and lower provisions for credit losses compared to the first quarter of 2010. Excluding these items, noninterest income was relatively flat compared to the first quarter of 2010.

During the first three months of 2011, BB&T realized net securities gains of $21 million and recorded $21 million in other-than-temporary impairment losses related to certain non-agency mortgage-backed securities that had evidence of credit losses. During the first three months of 2010, BB&T realized net securities gains of $3 million and recorded $6 million in other-than-temporary impairment losses related to certain non-agency mortgage-backed securities that had evidence of credit losses.

Insurance commissions, which are BB&T’s largest source of noninterest income, totaled $250 million for the first quarter of 2011, which was down 1.2% compared to the same three-month period of 2010. This reflects the continued softness in the industry’s pricing for insurance premiums. Service charges on deposit accounts totaled $135 million in the first quarter of 2011, a decrease of $29 million, or 17.7%, compared to the same quarter of 2010. The decrease in service charges was primarily due to changes to BB&T’s overdraft policies that were implemented during the third quarter of 2010, which were partially in response to regulatory changes. Mortgage banking income totaled $95 million in the first quarter of 2011, an increase of $6 million, or 6.7%, compared to $89 million earned in the first quarter of 2010. This increase includes a $13 million increase in commercial mortgage production income due to improving market conditions, partially offset by lower revenues from residential mortgage production income. Investment banking and brokerage fees and commissions for the first quarter of 2011 were $87 million, up $8 million, or 10.1%, compared to the same period of 2010. The increase in investment banking and brokerage fees and commissions was largely driven by increased commission income from investment services. Checkcard fees and bankcard fees and merchant discounts increased 18.0% and 15.0%, respectively, compared to the first quarter of 2010. These increases in fees were primarily due to increased usage by new and existing clients. Trust and investment advisory revenue increased 13.2% due to improved market conditions. Other income declined $75 million compared to the first quarter of 2010, primarily

78

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

as a result of $74 million of losses and write-downs recorded on commercial loans held for sale during the current quarter in connection with management’s nonperforming asset disposition strategy. In addition, other income included a $10 million increase due to market-related increases on trading assets for post-employment benefits that is offset by a similar increase in personnel expense and a $12 million decrease in other trading and hedging activities.

The following table provides a breakdown of the various components of mortgage banking income and other statistical information for the first quarters of 2011 and 2010:

Table 9

Mortgage Banking Income and Related Statistical Information

	Three Months Ended March 31,
Mortgage Banking Income	2011			2010
	(Dollars in millions)
Residential Mortgage Banking:
Residential mortgage production income	$	42		$	51
Residential Mortgage Servicing:
Residential mortgage servicing fees		58			57
Residential mortgage servicing rights increase in fair value due to change in valuation inputs or assumptions (1)		41			5
Mortgage servicing rights hedging (losses)		(39	)		(1	)
Net		2			4
Realization of expected residential mortgage servicing rights cash flows		(28	)		(31	)
Total residential mortgage servicing income		32			30
Total residential mortgage banking income		74			81
Commercial Mortgage Banking:
Commercial mortgage banking revenues		26			12
Amortization of commercial mortgage servicing rights		(5	)		(4	)
Total commercial mortgage banking income		21			8
Total mortgage banking income	$	95		$	89

	As of /For the Three Months Ended March 31,
Mortgage Banking Statistical Information	2011		2010
	(Dollars in millions)
Residential mortgage originations	$	5,802	$	4,791
Residential mortgage loans serviced for others		64,890		57,142
Residential mortgage loan sales		5,465		4,458
Commercial mortgage originations		930		268
Commercial mortgage loans serviced for others		24,371		24,455

(1) Includes a $1 million increase due to a valuation adjustment for MSRs carried at the lower of cost or market during the three months ended March 31, 2011.

79

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

Noninterest Expense

Noninterest expenses totaled $1.4 billion for the first quarter of 2011 compared to $1.3 billion for the same period a year ago, an increase of $31 million, or 2.3%. Personnel expense, the largest component of noninterest expense, was $694 million for the current quarter compared to $646 million for the same period in 2010, an increase of $48 million, or 7.4%. This growth includes an increase of $20 million resulting from incentive expense largely from production-related businesses and an increase of $8 million related to equity-based compensation expense, primarily due to changes in forfeiture assumptions. In addition, personnel expense increased $11 million related to post-employment benefits that is offset through higher noninterest income. Foreclosed property expenses for the three months ended March 31, 2011 totaled $143 million compared to $178 million for the first quarter of 2010, a decrease of $35 million, or 19.7%. The decline in 2011 was largely due to decreased losses and write-downs on foreclosed properties. BB&T’s inventory of foreclosed property has decreased $313 million, or 20.5%, since March 31, 2010 as a result of management’s nonperforming asset disposition strategy. Occupancy and equipment expense for the three months ended March 31, 2011 totaled $154 million, compared to $138 million for the first quarter of 2010, representing an increase of $16 million, or 11.6%. The increase in 2011 compared to the corresponding period of 2010 was primarily related to an adjustment of $16 million in the first quarter of last year related to changes in the estimated occupancy expenses associated with properties acquired from the FDIC in the Colonial acquisition. Regulatory charges increased $16 million, or 35.6%, due to higher deposit and supervisory-related costs. Loan processing expenses were higher by $18 million, or 51.4%, primarily due to costs associated with problem loan workouts. Merger-related and restructuring charges, net declined $19 million compared to the same period of 2010 as the prior year’s first quarter included charges related to the acquisition of Colonial.

Noninterest expenses remain elevated due to higher costs associated with the credit environment. This includes higher foreclosed property expenses, personnel costs and other expenses associated with collections and problem loan workouts. Management expects that as the levels of nonperforming assets decline, these costs will decrease and additional net interest revenues will be earned. Management currently estimates the pretax benefit from a return to a more normalized credit environment to be approximately $700 million annually. This estimate excludes the impact of lower provisions for credit losses or release of reserves.

Merger-Related and Restructuring Activities

BB&T has incurred certain merger-related and restructuring expenses. Merger-related and restructuring expenses or credits include: severance and personnel-related costs or credits, which typically occur in corporate support and data processing functions; occupancy and equipment charges or credits, which relate to costs or gains associated with lease terminations, obsolete equipment write-offs, and the sale of duplicate facilities and equipment; and other merger-related and restructuring charges or credits, which include expenses necessary to convert and combine the acquired branches and operations of merged companies, direct media advertising related to the acquisitions, asset and supply inventory write-offs, investment banking advisory fees and other similar charges. Merger-related and restructuring charges during the first quarters of 2011 and 2010 were ($2) million and $17 million, respectively. The decrease in merger-related and restructuring charges was largely due to cost incurred in 2010 in connection with the Colonial acquisition which is now substantially complete.

At March 31, 2011 and December 31, 2010, there were $7 million and $10 million, respectively, of merger-related and restructuring accruals. Merger-related and restructuring accruals are established when the costs are incurred or once all requirements for a plan to dispose of certain business functions have been approved by management. In general, a major portion of accrued costs are utilized in conjunction with or immediately following the systems conversion, when most of the duplicate positions are eliminated and the terminated employees begin to receive severance. Other accruals are utilized over time based on the sale, closing or disposal of duplicate facilities or equipment or the expiration of lease contracts. Merger and restructuring accruals are

80

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

re-evaluated periodically and adjusted as necessary. The remaining accruals at March 31, 2011 are expected to be utilized during 2011, unless they relate to specific contracts that expire in later years.

Provision for Income Taxes

The provision for income taxes was $53 million for the first quarter of 2011, an increase of $5 million compared to the same period of 2010, primarily due to higher pretax income. BB&T’s effective income tax rates for the first three months of 2011 and 2010 were 18.5% and 19.8%, respectively.

BB&T has extended credit to and invested in the obligations of states and municipalities and their agencies, and has made other investments and loans that produce tax-exempt income. The income generated from these investments, together with certain other transactions that have favorable tax treatment, have reduced BB&T’s overall effective tax rate from the statutory rate in 2011 and 2010.

BB&T continually monitors and evaluates the potential impact of current events and circumstances on the estimates and assumptions used in the analysis of its income tax positions and, accordingly, BB&T’s effective tax rate may fluctuate in the future. On a periodic basis, BB&T evaluates its income tax positions based on tax laws and regulations and financial reporting considerations, and records adjustments as appropriate. This evaluation takes into consideration the status of current taxing authorities’ examinations of BB&T’s tax returns, recent positions taken by the taxing authorities on similar transactions, if any, and the overall tax environment in relation to tax-advantaged transactions. Accordingly, the results of these examinations may alter the timing or amount of taxable income or deductions or the allocation of income among tax jurisdictions. In February 2010, BB&T received a statutory notice of deficiency from the IRS for tax years 2002-2007 asserting a liability for taxes, penalties and interest of approximately $892 million related to the disallowance of foreign tax credits and other deductions claimed by a deconsolidated subsidiary in connection with a financing transaction. Management has consulted with outside counsel and continues to believe that BB&T’s treatment of this transaction was in compliance with applicable tax laws and regulations. BB&T paid the disputed tax, penalties and interest in the first quarter of 2010 and filed a lawsuit seeking a refund in the U.S. Court of Federal Claims in March 2010. Management believes the Company’s current reserves for this matter are adequate, although the final outcome is uncertain. Final resolution of this matter is not expected to occur within the next twelve months. Various years remain subject to examination by state taxing authorities.

MARKET RISK MANAGEMENT

The effective management of market risk is essential to achieving BB&T’s strategic financial objectives. As a financial institution, BB&T’s most significant market risk exposure is interest rate risk; however, market risk also includes product liquidity risk, price risk and volatility risk. The primary objectives of interest rate risk management are to minimize any adverse effect that changes in interest rates may have on net interest income, and to offset the risk of price changes for certain assets recorded at fair value. These are accomplished through active management of 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 portfolios of assets and liabilities that will produce consistent net interest income during periods of changing interest rates. BB&T’s Market Risk and Liquidity Committee monitors loan, investment and liability portfolios to ensure comprehensive management of interest rate risk. 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 net interest margins and assure liquidity by coordinating the volumes, maturities or repricing opportunities of earning assets, deposits and borrowed funds. It is the responsibility of the Market Risk and Liquidity Committee to determine and achieve the

81

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

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 Market Risk and Liquidity Committee also sets policy guidelines and establishes long-term strategies with respect to interest rate risk exposure and liquidity. The Market Risk and Liquidity Committee meets regularly to review BB&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 impact on earnings and liquidity as a result of fluctuations in interest rates is within acceptable standards.

BB&T uses a variety of financial instruments to manage various financial risks. These instruments, commonly referred to as derivatives, primarily consist of interest-rate swaps, swaptions, caps, floors, collars, financial forward and futures contracts, when-issued securities and options written and purchased. A derivative is a financial instrument that derives its cash flows, and therefore its value, by reference to an underlying instrument, index or referenced interest rate. BB&T uses derivatives primarily to manage risk related to securities, business loans, Federal funds purchased, other overnight funding, long-term debt, mortgage servicing rights, mortgage banking operations and certificates of deposit. BB&T also uses derivatives to facilitate transactions on behalf of its clients.

Derivative contracts are written in amounts referred to as notional amounts. Notional amounts only provide the basis for calculating payments between counterparties and do not represent amounts to be exchanged between parties, and are not a measure of financial risk. On March 31, 2011, BB&T had derivative financial instruments outstanding with notional amounts totaling $57.2 billion. The estimated net fair value of open contracts was a loss of $77 million at March 31, 2011.

See Note 15 “Derivative Financial Instruments” in the “Notes to Consolidated Financial Statements” herein for additional disclosures.

The majority of BB&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 Federal Reserve Board to regulate the availability and cost of credit have a greater effect on a financial institution’s profitability than do the effects of higher costs for goods and services. Through its balance sheet management function, which is monitored by the Market Risk and Liquidity Committee, management believes that BB&T is positioned to respond to changing needs for liquidity, changes in interest rates and inflationary trends.

Management uses Interest Sensitivity Simulation Analysis (“Simulation”) to measure the sensitivity of projected earnings to changes in interest rates. The Simulation model projects net interest income and interest rate risk for a rolling two-year period of time. 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 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 of 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 Simulation analysis, BB&T uses Economic Value of Equity (“EVE”) analysis to focus on changes in capital given potential changes in interest rates. This measure also allows BB&T to analyze interest rate risk that falls outside the analysis window

82

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

contained in the Simulation model. The EVE model is a discounted cash flow of the entire portfolio of BB&T’s assets, liabilities, and derivatives instruments. The difference in the present value of assets minus the present value of liabilities is defined as the economic value of BB&T’s 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 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 under the “most likely” interest rate scenario incorporated into the Simulation model. Key assumptions in the preparation of the table include prepayment speeds of mortgage-related assets, cash flows and maturities of derivative financial instruments, loan volumes and pricing, deposit sensitivity, customer preferences and capital plans. The resulting change in interest sensitive income reflects the level of sensitivity that interest sensitive income has in relation to changing interest rates.

Table 10-1

Interest Sensitivity Simulation Analysis

Interest Rate Scenario							Annualized  Hypothetical Percentage Change in Net Interest Income
Linear Change in Prime Rate	Prime Rate
	March 31,						March 31,
	2011			2010			2011			2010
2.00%		5.25	%		5.25	%		3.68	%		1.79	%
1.00		4.25			4.25			1.83			0.47
No Change		3.25			3.25			—			—
(0.25)		3.00			3.00			(0.26	)		0.43

The Market Risk and Liquidity Committee has established parameters measuring interest sensitivity that prescribe a maximum negative impact on net interest income of 2% for the next 12 months for a linear change of 100 basis points over four months followed by a flat interest rate scenario for the remaining eight month period, and a maximum negative impact of 4% for a linear change of 200 basis points over eight months followed by a flat interest rate scenario for the remaining four month period. In the event that the results of the Simulation model fall outside the established parameters, management will make recommendations to the Market Risk and Liquidity Committee on the most appropriate response given the current economic forecast. Management currently only modeled a 25 basis point decline because larger declines would have resulted in a Federal funds rate of less than zero.

83

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

The following table shows the effect that the indicated changes in interest rates would have on EVE as projected under the “most likely” interest rate scenario incorporated into the EVE model. Key assumptions in the preparation of the table include prepayment speeds of mortgage-related assets, cash flows and maturities of derivative financial instruments, loan volumes and pricing, and deposit sensitivity. The resulting change in the economic value of equity reflects the level of sensitivity that EVE has in relation to changing interest rates.

Table 10-2

Economic Value of Equity (“EVE”) Simulation Analysis

	EVE/Assets						Hypothetical Percentage Change in EVE
	March 31,						March 31,
Change in Rates	2011			2010			2011			2010
2.00%		9.0	%		7.7	%		15.9	%		6.7	%
1.00		8.5			7.4			9.2			3.6
No Change		7.8			7.2			—			—
(0.25)		7.5			7.1			(3.0	)		(1.1	)

Contractual Obligations, Commitments, Contingent Liabilities, Off-Balance Sheet Arrangements and Related Party Transactions

BB&T uses a variety of financial instruments to meet the financial needs of its clients and reduce exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, options written, standby letters of credit and other financial guarantees, interest-rate caps, floors and collars, interest-rate swaps, swaptions, when-issued securities and forward and futures contracts. Refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010 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 13 “Commitments and Contingencies” and Note 14 “Fair Value Disclosures” in the “Notes to the Consolidated Financial Statements.” Other items disclosed in BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010 have not materially changed since that report was filed.

CAPITAL ADEQUACY AND RESOURCES

The maintenance of appropriate levels of capital is a management priority and is monitored on a regular basis. BB&T’s principal goals related to the maintenance of capital are to provide adequate capital to support BB&T’s comprehensive risk profile, preserve a sufficient capital base from which to support future growth, provide a competitive return to shareholders, comply with regulatory standards and achieve optimal credit ratings for BB&T and its subsidiaries.

84

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

Management regularly monitors the capital position of BB&T on a consolidated basis. In this regard, management’s overriding policy is to maintain capital at levels that will result in BB&T being classified as “well-capitalized” for regulatory purposes and to maintain sufficient capital relative to the Corporation’s level of risk. Secondarily, it is management’s intent to maintain consolidated capital levels that result in regulatory risk-based capital ratios that are generally comparable with BB&T’s peers of similar size, complexity and risk profile. Management particularly monitors and intends to maintain the following minimum capital ratios:

Table 11

BB&T’s Internal Capital Guidelines

Tier 1 Capital Ratio	8.50%
Total Capital Ratio	12.00%
Tier 1 Leverage Capital Ratio	7.00%
Tangible Capital Ratio	5.50%
Tier 1 Common Equity Ratio	7.00%

While nonrecurring events or management decisions may result in the Corporation temporarily falling below its minimum guidelines for one or more of these ratios, it is management’s intent through capital planning to return to these targeted minimums within a reasonable period of time. Such temporary decreases below these minimums are not considered an infringement of BB&T’s overall capital policy provided the Corporation and Branch Bank remain “well-capitalized.”

Financial holding companies and their banking subsidiaries are subject to regulatory requirements with respect to risk-based capital adequacy. Capital adequacy is an important indicator of financial stability and performance. Risk-based capital ratios measure capital as a percentage of a combination of risk-weighted balance sheet and off-balance sheet risk. The risk-weighted values of both balance sheet and off-balance sheet items are determined in accordance with risk factors specified by Federal bank regulatory pronouncements. During the first quarter of 2011, management announced intentions to retire all of its $3.2 billion in trust preferred securities by the end of 2013. In advance of retiring these instruments, management plans to issue approximately $1.75 billion of Tier 1 qualifying instruments in order to maximize the amount of these types of instruments allowable under the Basel III capital standards.

As of March 31, 2011, Federal bank regulators did not prescribe measures of tangible capital and Tier 1 common equity, therefore, these measures were considered non-GAAP. BB&T uses the Tier 1 common equity definition used in the SCAP assessment to calculate measures of tangible capital and Tier 1 common capital. BB&T’s management uses these measures to assess the quality of capital and believes that 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. Refer to the section titled “Capital” in BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010 for additional information with regard to BB&T’s capital requirements.

85

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

BB&T’s regulatory and tangible capital ratios for the last five calendar quarters are set forth in the following table.

Table 12

Capital Ratios (1)

	2011			2010
	First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter
	(Dollars in millions, shares in thousands)
Risk-based:
Tier 1		12.1	%		11.8	%		11.7	%		11.7	%		11.6	%
Total		15.8			15.5			15.7			15.8			15.9
Leverage capital		9.3			9.1			9.3			8.9			8.7
Non-GAAP capital measures (2)
Tangible common equity as a percentage of tangible assets		7.2			7.1			7.0			7.0			6.4
Tier 1 common equity as a percentage of risk-weighted assets		9.3			9.1			9.0			8.9			8.6
Calculations of Tier 1 common equity and tangible assets and related measures:
Tier 1 equity	$	14,100		$	13,959		$	13,828		$	13,594		$	13,657
Less:
Qualifying restricted core capital elements		3,248			3,248			3,255			3,254			3,508
Tier 1 common equity	$	10,852		$	10,711		$	10,573		$	10,340		$	10,149
Total assets	$	157,039		$	157,081		$	157,230		$	155,083		$	163,700
Less:
Intangible assets, net of deferred taxes		6,374			6,391			6,419			6,502			6,519
Plus:
Regulatory adjustments, net of deferred taxes		572			636			207			187			493
Tangible assets	$	151,237		$	151,326		$	151,018		$	148,768		$	157,674
Total risk-weighted assets (3)	$	116,215		$	118,131		$	117,894		$	116,073		$	117,410
Tangible common equity as a percentage of tangible assets		7.2	%		7.1	%		7.0	%		7.0	%		6.4	%
Tier 1 common equity as a percentage of risk-weighted assets		9.3			9.1			9.0			8.9			8.6
Tier 1 common equity	$	10,852		$	10,711		$	10,573		$	10,340		$	10,149
Outstanding shares at end of period		696,285			694,381			693,560			692,777			691,869
Tangible book value per common share	$	15.59		$	15.43		$	15.25		$	14.93		$	14.67

(1) Current quarter regulatory capital information is preliminary.

(2) Tangible common equity and Tier 1 common equity ratios are non-GAAP measures. BB&T uses the Tier 1 common equity definition used in the SCAP assessment to calculate these ratios. BB&T’s management uses these measures to assess the quality of capital and believes that 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.

86

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

(3) Risk-weighted assets are determined based on regulatory capital requirements. Under the regulatory framework for determining risk-weighted assets each asset class is assigned a risk-weighting of 0%, 20%, 50% or 100% based on the underlying risk of the specific asset class. In addition, off-balance sheet exposures are first converted to a balance sheet equivalent amount and subsequently assigned to one of the four risk-weightings.

Share Repurchase Activity

BB&T has periodically repurchased shares of its own common stock. In accordance with North Carolina law, repurchased shares cannot be held as treasury stock, but revert to the status of authorized and unissued shares upon repurchase.

On June 27, 2006, BB&T’s Board of Directors granted authority under a plan (the “2006 Plan”) for the repurchase of up to 50 million shares of BB&T’s common stock as needed for general corporate purposes. The 2006 Plan also authorizes the repurchase of the remaining shares from the previous authorization. The 2006 Plan remains in effect until all the authorized shares are repurchased unless modified by the Board of Directors. No shares were repurchased in connection with the 2006 Plan during the first quarter of 2011.

Table 13

Share Repurchase Activity

	2011
	Total Shares Repurchased (1)		Average Price Paid Per Share (2)		Total Shares Purchased Pursuant to Publicly-Announced Plan		Maximum Remaining Number of Shares Available for Repurchase Pursuant to Publicly-Announced Plan
	(Shares in Thousands)
January 1-31		31	$	26.53		—		44,139
February 1-28		557		28.39		—		44,139
March 1-31		7		27.61		—		44,139
Total		595		28.29		—		44,139

(1) Repurchases reflect shares exchanged or surrendered in connection with the exercise of equity-based awards under BB&T’s equity-based compensation plans.

(2) Excludes commissions.

LIQUIDITY

Liquidity represents BB&T’s 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 trading securities and securities available for sale, many other factors affect BB&T’s 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. The ability to raise funding at competitive prices is affected by the rating agencies’ views of BB&T’s and Branch Bank’s credit quality, liquidity, capital and earnings. Management meets with the rating agencies on a routine basis to discuss the current outlook for BB&T and Branch Bank. Refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010 for disclosures related to BB&T’s and Branch Bank’s credit ratings and liquidity.

87

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

SEGMENT RESULTS

BB&T’s operations are divided into seven reportable business segments: Community Banking, Residential Mortgage Banking, Sales Finance, Specialized Lending, Insurance Services, Financial Services and Treasury. These operating segments have been identified based primarily on BB&T’s organizational structure. See Note 17 “Operating Segments” in the “Notes to the Consolidated Financial Statements” contained herein and BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010, for additional disclosures related to BB&T’s reportable business segments. Fluctuations in noninterest income and noninterest expense incurred directly by the operating segments are more fully described in the sections titled “Noninterest Income” and “Noninterest Expense” of this discussion and analysis. The following table reflects the net income (loss) for each of BB&T’s operating segments for the three months ended March 31, 2011 and 2010, respectively.

Table 14

BB&T Corporation

Net Income by Reportable Segments

	Three Months Ended March  31,
	2011			2010
	(Dollars in millions)
Community Banking	$	111		$	155
Residential Mortgage Banking		(7	)		(69	)
Sales Finance		12			14
Specialized Lending		65			21
Insurance Services		25			24
Financial Services		28			24
Treasury		(80	)		(10	)
All Other Segments		16			8
Parent/Reconciling Items		64			27
BB&T Corporation	$	234		$	194

Community Banking reported net income of $111 million compared to $155 million in the prior year. The $44 million decrease in net income attributable to the Community Banking segment is primarily due to decreases of $85 million in net interest income and FTP driven by lower FTP credits earned on deposits related to a decline in the FTP liquidity premium from the prior year and a $103 million decline in noninterest income, primarily as a result of losses realized on the sale of loans held for sale and lower service charges on deposit accounts. These income decreases were offset by a $92 million decrease in the economic provision for loan and lease losses, reflecting improved credit quality performance in the Bank’s commercial and retail loan portfolios.

Residential Mortgage Banking experienced a net loss of $7 million compared to a $69 million net loss in the prior year, an improvement in net earnings of $62 million. This was due primarily to a $96 million decrease in the economic provision for loan and lease losses, reflecting improved credit quality performance in the Bank’s residential mortgage loan portfolio. Offsetting lower residential mortgage loan losses was a $37 million reduction in income tax benefit.

Sales Finance reported net income of $12 million, which was slightly below prior year results of $14 million as higher net interest income and FTP was offset by an increase in the economic provision for loan and lease losses.

Specialized Lending reported net income of $65 million compared to $21 million in the prior year. The $44 million increase in net income for the Specialized Lending segment was primarily driven by a $17 million

88

BB&T Corporation and Subsidiaries
Management’s Discussion and Analysis	First Quarter 2011

increase in net interest income related to strong growth in the underlying loan portfolios’ balances and a $42 million reduction in the economic provision for loan and lease losses, offset by higher income taxes.

Insurance Services reported net income of $25 million compared to $24 million in the prior year reflecting Insurance Services’ ability to retain clients and add new business in what has been a continued soft insurance market.

Financial Services reported net income of $28 million compared to $24 million in the prior year. The $4 million increase in net income is primarily due to an $18 million increase in noninterest income offset by a $12 million increase in total noninterest and corporate allocated expenses and a $2 million increase in economic provision for loan and lease losses. Noninterest income improved due to strong retail sales of investment products and services, combined with continued strong growth in Corporate Banking related noninterest fee income where BB&T continues to add additional resources. Noninterest expenses were up primarily due to the addition of revenue-producing employees as BB&T continues to expand its sales force in these lines of business and higher incentive income associated with improved revenues.

The Treasury segment results were shaped by balance sheet strategies that impacted the net interest income of the segment. Low-cost liabilities were down in the segment due to the deleveraging strategy implemented in 2010; lower interest income was earned on the securities portfolio as a result of decreasing the size of the portfolio and shortening duration to reduce the associated interest rate risk; and margin benefits from hedging derivatives were reduced from repositioning the derivatives portfolio to make the balance sheet more asset-sensitive.

The substantial majority of the loan portfolio acquired in the Colonial acquisition is covered by the loss sharing agreements with the FDIC, and is managed outside of the Community Banking segment. The assets and related interest income from the portfolio are included in the Parent/Reconciling Items segment. The $37 million increase in net income related to Parent/Reconciling Items is largely due to higher net interest income earned on the covered loan portfolio.

89

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Refer to “Market Risk Management” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section herein.

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 Officer and Chief Financial Officer, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There was no change 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 period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

90

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The nature of the business of BB&T’s banking and other subsidiaries ordinarily results in a certain amount of claims, litigation, investigations and legal and administrative cases and proceedings, all of which are considered incidental to the normal conduct of business. BB&T believes it has meritorious defenses to the claims asserted against it in its currently outstanding legal proceedings and, with respect to such legal proceedings, intends to continue to defend itself vigorously, litigating or settling cases according to management’s judgment as to what is in the best interests of BB&T and its shareholders.

The Company is a defendant in three separate cases primarily challenging the Company’s daily ordering of debit transactions posted to customer checking accounts for the period from 2003 to 2010. The plaintiffs have requested class action treatment, however, no class has been certified. The court has denied motions by the Company to dismiss these cases and compel them to be submitted to individual arbitration. The Company has filed appeals in all three matters, which, if granted, would preclude class action treatment. Even if those appeals are denied, the Company believes it has meritorious defenses against these matters, including class certification. Because of these appeals, and because these cases are in the early stages and no damages have been specified, no specific loss or range of loss can be determined currently.

On at least a quarterly basis, BB&T assesses its liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. For those matters where it is probable that BB&T will incur a loss and the amount of the loss can be reasonably estimated, BB&T records a liability in its consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on a quarterly basis. For other matters, where a loss is not probable or the amount of the loss is not estimable, BB&T has not accrued legal reserves. While the outcome of legal proceedings is inherently uncertain, based on information currently available, advice of counsel and available insurance coverage, BB&T’s management believes that its established legal reserves are adequate and the liabilities arising from BB&T’s legal proceedings will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows of BB&T. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to BB&T’s consolidated financial position, consolidated results of operations or consolidated cash flows.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in BB&T’s Annual Report on Form 10-K for the year ended December 31, 2010. 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 “Share Repurchase Activity” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section herein.

91

Item 6. Exhibits

3(ii)	Bylaws of the Registrant, as amended February 22, 2011.
11	Statement re: Computation of Earnings Per Share.
12	Statement re: Computation of Ratios.
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.
32.1	Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Chief Financial Officer Certification 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.
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.
101.DEF	XBRL Taxonomy Definition Linkbase.

92

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: May 6, 2011	By:	/s/    Daryl N. Bible
		Daryl N. Bible, Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: May 6, 2011	By:	/s/    Cynthia B. Powell
		Cynthia B. Powell, Executive Vice President and Corporate Controller (Principal Accounting Officer)

93

EXHIBIT INDEX

Exhibit No.	Description	Location
3(ii)	Bylaws of the Registrant, as amended February 22, 2011.	Incorporated herein by reference to Exhibit 3(ii) of the Current Report on Form 8-K, filed February 23, 2011.
11	Statement re: Computation of Earnings Per Share.	Filed herewith as Note 16.
12†	Statement re: Computation of Ratios.	Filed herewith.
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.	Filed herewith.
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.	Filed herewith.
32.1	Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
32.2	Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
101.INS*†	XBRL Instance 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.

* As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

† Exhibits intentionally not provided herein.

94