8-K

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

Form 8-K
Current Report

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

April 21, 2011
Date of Report (Date of earliest event reported)

 

BB&T Corporation
(Exact name of registrant as specified in its charter)

Commission file number : 1-10853

North Carolina	56-0939887
(State of incorporation)	(I.R.S. Employer Identification No.)
200 West Second Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip Code)

(336) 733-2000
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition

     On April 21, 2011, BB&T Corporation issued a press release reporting first quarter 2011 results, and posted on its website its first quarter 2011 Earnings Release, Quarterly Performance Summary and Earnings Release Presentation. The release contains forward-looking statements regarding BB&T and includes a cautionary statement identifying important factors that could cause actual results to differ materially from those anticipated. The Earnings Release, Quarterly Performance Summary and Earnings Release Presentation are furnished as Exhibit 99.1, 99.2 and 99.3, respectively.

ITEM 9.01 Financial Statements and Exhibits

Exhibit No.	Description of Exhibit
99.1	BB&T Corporation's Earnings Release issued April 21, 2011.
99.2	BB&T Corporation's Quarterly Performance Summary issued April 21, 2011.
99.3	BB&T Corporation's Earnings Release Presentation issued April 21, 2011.

S I G N A T U R E

     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 hereunto duly authorized.

BB&T CORPORATION

(Registrant)

By: /S/ Cynthia B. Powell

Cynthia B. Powell

Executive Vice President and Corporate Controller 

(Principal Accounting Officer)

Date: April 21, 2011

EX-99.1

Exhibit 99.1

April 21, 2011

FOR IMMEDIATE RELEASE

Contacts:
ANALYSTS		MEDIA
Tamera Gjesdal	Alan Greer	Cynthia Williams
Senior Vice President	Executive Vice President	Executive Vice President
Investor Relations	Investor Relations	Corporate Communications
(336) 733-3058	(336) 733-3021	(336) 733-1478

BB&T reports 21% increase in net income
EPS totals $.32, up 19%

Credit trends improve across the board for second consecutive quarter
C&I loans up 8.7%

     WINSTON-SALEM, N.C. -- BB&T Corporation (NYSE: BBT) today reported earnings for the first quarter of 2011. Net income totaled $234 million, an increase of 20.6% compared to $194 million reported in the first quarter last year. Net income available to common shareholders was $225 million, or $.32 per diluted common share, compared with $188 million, or $.27 per diluted common share, earned during the first quarter of 2010. These results reflect increases of 19.7% and 18.5%, respectively.

     “BB&T posted solid first quarter results as our credit costs continued to decline and economic conditions improved,” said Chairman and Chief Executive Officer Kelly S. King. “For the second consecutive quarter, we saw improvements in all measures of credit quality. In particular, we experienced significant declines in past due loans, to our lowest level in three years.

     “We continue to make progress in the diversification of our balance sheet. We experienced healthy growth in average C&I loans of 8.7% on an annualized basis compared with last quarter and we further reduced our exposure to higher-risk real estate,” said King. “We also saw growth in total loans this quarter, including the mortgage and auto loan portfolios.

     “Our net interest margin declined only slightly to 4.01% for the quarter compared with 4.04% for the prior quarter,” said King. “Our outlook for the margin has improved compared to last quarter and we believe we will remain slightly above 4% throughout 2011. Our margin is benefiting from a more favorable funding mix, a lower cost of funds and wider credit spreads.

     “We enjoyed strong growth in client deposits this quarter,” said King. “Average client deposits increased $2.1 billion, or 8.7% on an annualized linked quarter basis. Excluding certificates of deposit, client deposits increased $3.2 billion in the quarter, or 16.8% annualized, despite a reduction in deposit costs from .90% in the fourth quarter last year to .82% this quarter.

     “Our outlook is positive for continued reductions in problem assets and related credit costs as we are on track with our asset disposition strategy,” continued King. “We sold approximately $500 million of problem assets during the quarter and expect that we will exceed that amount in the second quarter. As we near the conclusion of our disposition strategy, our execution has successfully preserved shareholder value.

     “Finally, we were pleased to be the first large bank to announce an increase in our dividend,” remarked King. “Among the 19 financial institutions included in the Fed’s comprehensive capital analysis and review, BB&T currently has the highest dividend yield and the highest dividend payout ratio.”

Performance Highlights Include:

Average C&I loans increased 8.7% annualized linked quarter
o	Average total loans and leases held for investment, excluding the impact of ADC and covered and other acquired loan runoff, increased $1.2 billion, or 5.2% on an annualized basis
o	Annualized linked quarter loan growth includes a 22.7% increase in average mortgage loans and a 3.8% increase in average sales finance loans
o	Average total loans increased 1.0%
o	Average ADC loans declined 41.0%
Average client deposits increased $2.1 billion, or 8.7% on an annualized linked quarter basis
o	Client deposits, excluding CDs, increased $3.2 billion, or 16.8%
o	Deposit costs were reduced to .82% in the first quarter compared to .90% in the fourth quarter last year
Linked quarter credit metrics improved across the board
o	Net charge-offs decreased 24.9% and totaled 1.65% of average loans, excluding covered loans, for the quarter compared with 2.15% last quarter
o	Lowest level of net charge-offs in two years
o	NPAs, excluding covered assets, decreased 2.7%, the fourth consecutive quarter with lower NPAs
o	Performing TDRs decreased 11.3%
o	NPA inflows decreased 8.3% on a linked quarter basis
o	Delinquent loans decreased 20.0%, excluding covered and government guaranteed loans – lowest balances of delinquencies in three years
o	BB&T sold approximately $500 million of problem assets during the quarter

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Capital levels further improved during the quarter
o	Tangible common equity improved to 7.2%
o	Tier 1 common equity improved to 9.3%
o	Tier 1 risk-based capital improved to 12.1%
o	Leverage capital improved to 9.3%
o	Total capital improved to 15.8%
Net interest margin remained healthy
o	The net interest margin was 4.01% for the first quarter, a 13 basis point increase compared to the first quarter of 2010 and a decrease of 3 basis points compared to last quarter

EARNINGS HIGHLIGHTS							Change			Change
(dollars in millions, except per share data)	Q1		Q4		Q1		Q1 11 vs.			Q1 11 vs.
	2011		2010		2010		Q4 10			Q1 10
Net income available to common shareholders	$	225	$	208	$	188	$	17		$	37
Diluted earnings per common share		.32		.30		.27		.02			.05
Net interest income-taxable equivalent	$	1,321	$	1,369	$	1,347	$	(48	)	$	(26	)
Noninterest income		714		964		844		(250	)		(130	)
Total revenue	$	2,035	$	2,333	$	2,191	$	(298	)	$	(156	)
Return on average assets (%)		.60		.54		.48		.06			.12
Return on average common shareholders' equity (%)		5.48		4.88		4.59		.60			.89
Net interest margin - taxable equivalent (%)		4.01		4.04		3.88		(.03	)		.13
Efficiency ratio (1) (%)		57.10		55.30		52.40		1.80			4.70

(1) Excludes securities gains (losses), foreclosed property expense, amortization of intangible assets, merger-related and restructuring charges, the impact of FDIC loss share accounting, and other selected items. See Non-GAAP reconciliations on page 22 of the Quarterly Performance Summary.

First Quarter 2011 compared to First Quarter 2010

     Consolidated net income available to common shareholders for the first quarter of 2011 of $225 million was up 19.7% compared to $188 million earned during the same period in 2010. On a diluted per common share basis, earnings for the first quarter of 2011 were $.32, up 18.5% compared to $.27 for the same period in 2010. BB&T’s results of operations for the first quarter of 2011 produced an annualized return on average assets of .60% and an annualized return on average common shareholders’ equity of 5.48% compared to prior year ratios of .48% and 4.59%, respectively.

     Total revenues were $2.0 billion for the first quarter of 2011, down $156 million compared to the first quarter of 2010. The decrease in total revenues included declines of $130 million in noninterest income and $26 million in fully taxable equivalent net interest income. The decline

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in noninterest income included $74 million in losses 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. The decline in net interest income was primarily the result of a decline in average earning assets of $6.8 billion as a result of 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 improved 13 basis points compared to the first quarter of 2010, as a result of higher yields on loans acquired in the Colonial acquisition and lower deposit costs.

     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.

     A $53 million provision for income taxes was recorded for the first quarter of 2011 compared to $48 million for the first quarter of 2010. This resulted in an effective tax rate for the first quarter of 2011 of 18.5% compared to 19.8% for the prior year’s first quarter.

First Quarter 2011 compared to Fourth Quarter 2010

     Consolidated net income available to common shareholders for the first quarter of 2011 of $225 million was up $17 million, or an annualized 33.1% compared to $208 million earned during the fourth quarter of 2010. On a diluted per common share basis, earnings for the first quarter of 2011 were $.32, up $.02, or an annualized 27.0%, compared to the amount earned in the fourth quarter of 2010. BB&T’s results of operations for the first quarter of 2011 produced an annualized return on average assets of .60% and an annualized return on average common shareholders’ equity of 5.48% compared to prior quarter ratios of .54% and 4.88%, respectively.

     Total revenues were $2.0 billion for the first quarter of 2011, down $298 million compared to the fourth quarter of 2010. The decline in total revenues was primarily the result of lower noninterest income in the first quarter of 2011 compared to the prior quarter. Noninterest income was down $250 million compared to the fourth quarter of 2010. The decline in noninterest income included a decrease of $99 million in net securities gains, a decrease of $58 million from the FDIC loss share asset, a $43 million decrease in mortgage banking revenues and $12 million of additional losses and writedowns on commercial loans held for sale compared to the fourth quarter of 2010. Fully taxable equivalent net interest income declined $48 million compared to the fourth quarter of 2010, primarily due to a decline of $1.6 billion in average earning assets and a 3 basis point drop in the net interest margin.

     The provision for credit losses, excluding covered loans, for the first quarter of 2011 declined $203 million compared to the fourth quarter of 2010 due to improving credit. The provision for covered loans decreased $100 million, which was offset by a corresponding $80

4

million decrease in FDIC loss share income. Net charge-offs for the first quarter of 2011 were $134 million lower than the fourth quarter of 2010.

     The provision for income taxes was $53 million for the first quarter of 2011 compared to $15 million for the fourth quarter of 2010. This produced an effective tax rate for the first quarter of 2011 of 18.5% compared to 6.5% for the prior quarter. The increase in the effective tax rate compared to the fourth quarter of 2010 was primarily due to adjustments made in the fourth quarter of 2010 to align the actual effective tax rate for the year.

REVENUE, NET OF PROVISION IMPACT										Change			Change
FROM ACQUIRED ASSETS (1)	Q1			Q4			Q1			Q1 11 vs.			Q1 11 vs.
(dollars in millions)	2011			2010			2010			Q4 10			Q1 10
Interest income – loans	$	266		$	276		$	165		$	(10	)	$	101
Interest income – securities		37			50			34			(13	)		3
Total interest income		303			326			199			(23	)		104
Provision for covered loans		--			(100	)		(19	)		100			19
FDIC loss share income, net		(58	)		--			5			(58	)		(63	)
Net revenue after provision for covered loans	$	245		$	226		$	185		$	19		$	60

(1) Presents amounts related to covered and acquired loans, covered securities and the FDIC loss sharing asset recognized in the Colonial acquisition. Excludes all amounts related to other assets acquired and liabilities assumed in the acquisition.

First Quarter 2011 compared to First Quarter 2010

     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.

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First Quarter 2011 compared to Fourth Quarter 2010

     Interest income on loans and securities acquired in the Colonial acquisition decreased $23 million in the first quarter of 2011 compared to the fourth quarter. The net interest margin on covered and other acquired loans for the first quarter of 2011 was 18.09%, up slightly compared to 16.71% in the earlier quarter as a result of the first quarter reassessment. The higher yield was more than offset by lower loan balances that resulted in the net decrease. The decrease of $13 million in interest income on covered securities is primarily due to the impact of changes in the expected duration of the underlying investments that were made in the fourth quarter of 2010. The majority of the interest income decrease is offset in the FDIC loss share income.

     There was no provision for covered loans in the first quarter of 2011, resulting in a decrease of $100 million compared to the fourth quarter of 2010. This decrease was offset by a corresponding $80 million decrease in FDIC loss share income.

     FDIC loss share income, net decreased $58 million primarily as the result of the impact of cash flow reassessment and fourth quarter changes in securities’ durations that resulted in lower first quarter interest income and provision for covered loans.

NONINTEREST INCOME										% Change		% Change
(dollars in millions)		Q1			Q4			Q1		Q1 11 vs.		Q1 11 vs.
		2011			2010			2010		Q4 10		Q1 10
										(annualized)
Insurance income	$	250		$	249		$	253		1.6		(1.2	)
Service charges on deposits		135			143			164		(22.7	)	(17.7	)
Mortgage banking income		95			138			89		(126.4	)	6.7
Investment banking and brokerage fees and
commissions		87			97			79		(41.8	)	10.1
Checkcard fees		72			73			61		(5.6	)	18.0
Other nondeposit fees and commissions		67			68			65		(6.0	)	3.1
Bankcard fees and merchant discounts		46			47			40		(8.6	)	15.0
Trust and investment advisory revenues		43			42			38		9.7		13.2
Income from bank-owned life insurance		30			31			31		(13.1	)	(3.2	)
FDIC loss share income, net		(58	)		--			5		NM		NM
Securities gains (losses), net		--			99			(3	)	NM		(100.0	)
Other income, net		(53	)		(23	)		22		NM		NM
Total noninterest income	$	714		$	964		$	844		(105.2	)	(15.4	)

NM - not meaningful.

First Quarter 2011 compared to First Quarter 2010

     Noninterest income was $714 million for first quarter of 2011 compared to $844 million for the first quarter of 2010. Service charges on deposits declined $29 million, or 17.7%, primarily due to changes to BB&T’s overdraft policies that were implemented during the third quarter of

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2010 that were partially in response to regulatory changes. Mortgage banking income was up $6 million, or 6.7%, compared to the same period of 2010. The increase in mortgage banking income was driven by a $13 million, or 162.5%, increase from commercial mortgage banking activities due to improving market conditions, partially offset by lower revenues from residential mortgage banking activities. 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 were up $11 million, or 18.0%, and bankcard fees and merchant discounts were up $6 million, or 15.0%, largely due to higher volumes. Trust and investment advisory revenues benefited from improved market conditions and were up $5 million, or 13.2%, compared to the first quarter of 2010. FDIC loss share income was down $63 million primarily due to improvements in forecasted cash flows related to covered loans that resulted in additional interest income but negatively impacted FDIC loss share income as these gains reduce what the FDIC pays BB&T. Other income declined $75 million compared to the first quarter of 2010, primarily as a result of $74 million of losses and writedowns 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.

First Quarter 2011 compared to Fourth Quarter 2010

     Noninterest income for the first quarter of 2011 was down $250 million compared to the fourth quarter of 2010. Service charges on deposits declined $8 million, or an annualized 22.7%, primarily due to lower revenues from overdrafts as a result of seasonality. Mortgage banking income was down $43 million, compared to the prior quarter, due to a decline in income from residential mortgage banking activities of $40 million, which reflects an unfavorable net change of $13 million in the valuation of mortgage servicing rights and related hedging activities and a decline of $31 million due to lower production-related income from loans originated for sale. Investment banking and brokerage fees and commissions decreased $10 million, or an annualized 41.8%, compared to the prior quarter. The decrease in investment banking and brokerage fees and commissions was the result of lower equity and fixed-income offerings following record performance in the fourth quarter of 2010. FDIC loss share income was down $58 million compared to the fourth quarter of 2010 primarily due to the amount of provision for credit losses recoverable from the FDIC, which was down $80 million compared to the prior quarter. Net securities gains decreased $99 million compared to the prior quarter, $96 million from fewer sales during the current quarter and $3 million in higher other-than-temporary impairments. Other income decreased $30 million compared to the fourth quarter of 2010. The decrease in other income includes decreases of $12 million from higher losses and writedowns on commercial loans held for sale, $10 million due to lower sales volume and higher credit losses related to client derivative activities and $9 million due to other trading and hedging activities.

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NONINTEREST EXPENSE								% Change		% Change
(dollars in millions)		Q1			Q4		Q1	Q1 11 vs.		Q1 11 vs.
		2011			2010		2010	Q4 10		Q1 10
								(annualized)
Personnel expense	$	694		$	679	$	646	9.0		7.4
Foreclosed property expense		143			162		178	(47.6	)	(19.7	)
Occupancy and equipment expense		154			155		138	(2.6	)	11.6
Professional services		71			92		72	(92.6	)	(1.4	)
Regulatory charges		61			59		45	13.7		35.6
Loan processing expenses		53			45		35	72.1		51.4
Amortization of intangibles		26			28		32	(29.0	)	(18.8	)
Software expense		26			30		29	(54.1	)	(10.3	)
Merger-related and restructuring charges, net		(2	)		4		17	NM		(111.8	)
Other expenses		146			167		149	(51.0	)	(2.0	)
Total noninterest expense	$	1,372		$	1,421	$	1,341	(14.0	)	2.3

NM - not meaningful.

First Quarter 2011 compared to First Quarter 2010

     Noninterest expense was $1.4 billion for first quarter of 2011, an increase of $31 million, or 2.3%, compared to the same quarter of 2010. Personnel expense increased $48 million, or 7.4%, compared to the same quarter of last year. This 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 expense decreased $35 million, or 19.7%, compared to the same quarter of 2010, largely as a result of decreased losses and write-downs on foreclosed properties. Occupancy and equipment expense was up $16 million compared to the first quarter of 2010, primarily as a result of 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. Amortization of intangibles was down $6 million, or 18.8%, compared to the first quarter of 2010 as intangibles are amortized on an accelerated schedule. Merger-related and restructuring charges for the first quarter of 2011 were also down $19 million compared to the same period of 2010, as prior year’s first quarter included charges related to the acquisition of Colonial.

First Quarter 2011 compared to Fourth Quarter 2010

     Noninterest expense for the first quarter of 2011 was down $49 million, or an annualized 14.0%, compared to the fourth quarter of 2010. Personnel expense increased $15 million, or an annualized 9.0%. This includes an increase of $20 million related to social security and other

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payroll taxes, primarily due to the annual reset of FICA tax. In addition, pension plan expense increased $6 million compared to the fourth quarter of 2010. These increases in personnel expense were partially offset by a decrease of $11 million for production related incentive compensation compared with the fourth quarter of 2010. Foreclosed property expense decreased $19 million, or an annualized 47.6%, compared to the fourth quarter of 2010, largely as a result of lower losses and write-downs on foreclosed properties. Professional services expense for the first quarter of 2011 was down $21 million, or an annualized 92.6%, compared to the fourth quarter of 2010, primarily due to lower costs related to problem loan workouts and lower costs for outsourced services. Other noninterest expense was down $21 million, or an annualized 51.0%, compared to the fourth quarter of 2010. The decline in other noninterest expense includes a reduction of $9 million for advertising and other marketing expenses and lower operational losses of $11 million.

LOANS AND LEASES - average balances							% Change		% Change
(dollars in millions)		Q1		Q4		Q1	Q1 11 vs.		Q1 11 vs.
		2011		2010		2010	Q4 10		Q1 10
							(annualized)
Commercial and industrial	$	33,433	$	32,733	$	31,498	8.7		6.1
Commercial real estate—other		11,368		11,661		12,296	(10.2	)	(7.5	)
Commercial real estate—residential ADC		3,281		3,650		5,586	(41.0	)	(41.3	)
Direct retail lending		13,672		13,770		14,165	(2.9	)	(3.5	)
Sales finance loans		7,080		7,015		6,406	3.8		10.5
Revolving credit loans		2,082		2,086		1,991	(0.8	)	4.6
Residential mortgage loans		17,926		16,974		15,459	22.7		16.0
Specialized lending		7,797		7,937		7,479	(7.2	)	4.3
Other acquired loans		57		63		108	(38.6	)	(47.2	)
Total loans and leases held for
investment
(excluding covered loans)		96,696		95,889		94,988	3.4		1.8
Covered loans		5,927		6,488		7,642	(35.1	)	(22.4	)
Total loans and leases held for
investment	$	102,623	$	102,377	$	102,630	1.0		--

First Quarter 2011 compared to First Quarter 2010

     Average loans held for investment for the first quarter of 2011 was $102.6 billion, essentially flat compared to the corresponding period of 2010. Average commercial and industrial loans increased $1.9 billion, or 6.1%, compared to the first quarter of 2010. The growth in average commercial and industrial loans reflects management’s focused efforts at growing this component of the loan portfolio. Average commercial real estate – residential ADC and commercial real estate – other declined 41.3% and 7.5%, respectively, compared to first quarter of 2010 as management has intentionally lowered exposures to higher-risk real estate lending during the economic downturn. Average direct retail lending loans for the first quarter of 2011 declined $493 million, or 3.5%, due to continued runoff of residential lot/land loans and

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lower demand for housing-related credits during most of 2010. Average mortgage loans increased $2.5 billion, or 16.0%, compared to the first quarter of 2010, due to the decision to retain a portion of the 10 to 15 year fixed-rate and adjustable rate mortgage production beginning in the third quarter of 2010. Average sales finance and revolving credit loans continued to show steady growth; up $674 million, or 10.5%, and $91 million, or 4.6%, respectively compared to the first quarter of 2010. The increase in average sales finance loans reflects improvement in prime automobile lending. In addition, average specialized lending loans increased $318 million, or 4.3%, as the majority of these niche businesses experienced growth. Total average loans held for investment includes a decline of $1.8 billion, or 22.8%, in average covered and other acquired loans compared to the first quarter of 2010.

First Quarter 2011 compared to Fourth Quarter 2010

     Average loans held for investment for the first quarter of 2011 was up $246 million, or an annualized 1.0%, compared to the fourth quarter of 2010. Average commercial and industrial loans and leases increased $700 million, or an annualized 8.7%, compared to the fourth quarter of 2010, due to focused efforts to grow this component of the loan portfolio. Average commercial real estate – residential ADC and commercial real estate – other declined an annualized 41.0% and 10.2%, respectively, compared to fourth quarter of 2010 due to management’s objective of diversifying the mix of the commercial lending portfolio and lowering exposure to higher-risk real estate lending. Average direct retail lending loans were down an annualized 2.9%, or $98 million, compared to the fourth quarter of 2010. Average mortgage loans were up $952 million, or an annualized 22.7%, compared to the fourth quarter of 2010, as management continues to retain certain mortgage loans in the held for investment portfolio. Average specialized lending loans were down $140 million, or an annualized 7.2%, compared to the fourth quarter of 2010, largely as a result of a decline in insurance premium financing. Total average loans held for investment includes a decline of $567 million, or an annualized 35.1%, in average covered and other acquired loans compared to the fourth quarter of 2010.

LOANS HELD FOR SALE - end of period								% Change		% Change
(Dollars in millions)		Q1		Q4		Q1		Q1 11 vs.		Q1 11 vs.
		2011		2010		2010		Q4 10		Q1 10
								(annualized)
Residential mortgage	$	1,943	$	3,068	$	2,013	$	(148.7	)		$	(3.5	)
Commercial mortgage		166		108		44		NM				NM
Commercial		203		521		--		NM				NM
Total loans held for sale	$	2,312	$	3,697	$	2,057		(151.9	)			12.4
NM - not meaningful.

First Quarter 2011 compared to First Quarter 2010

     As of March 31, 2011, loans held for sale totaled $2.3 billion, an increase of $255 million compared to $2.1 billion at March 31, 2010. The increase in loans held for sale compared to the

10

prior year includes $203 million of commercial loans that were held for sale due primarily to management’s nonperforming asset disposition strategy and an increase of $122 million related to commercial mortgage banking activities.

     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%. In addition, commercial loans held for sale includes a single performing loan of $14 million that was sold in early April.

First Quarter 2011 compared to Fourth Quarter 2010

     As of March 31, 2011, loans held for sale totaled $2.3 billion, a decrease of $1.4 billion compared to $3.7 billion at December 31, 2010. The decrease in loans held for sale compared to the prior quarter includes a reduction of $332 million of commercial loans that were held for sale in connection with management’s nonperforming asset disposition strategy, representing approximately two-thirds of the balance of commercial loans held for sale at December 31, 2010. This decrease was partially offset by the $14 million increase related to a single performing loan that was transferred to held for sale in the first quarter of 2011 and sold in early April. Residential mortgages held for sale decreased $1.1 billion compared to the balance at December 31, 2010 due to lower inventory of mortgage loans as rates have increased.

DEPOSITS - average balances								% Change			% Change
(dollars in millions)		Q1		Q4		Q1		Q1 11 vs.			Q1 11 vs.
		2011		2010		2010		Q4 10			Q1 10
								(annualized)
Noninterest-bearing deposits	$	20,990	$	21,027	$	18,464	$	(0.7	)	$	13.7
Interest checking		3,594		3,682		3,745		(9.7	)		(4.0	)
Other client deposits		55,909		52,578		51,712		25.7			8.1
Client certificates of deposit		21,081		22,144		30,833		(19.5	)		(31.6	)
Total client deposits		101,574		99,431		104,754		8.7			(3.0	)
Other interest-bearing deposits		4,040		6,161		6,277		(139.6	)		(35.6	)
Total deposits	$	105,614	$	105,592	$	111,031		0.1			(4.9	)

First Quarter 2011 compared to First Quarter 2010

     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. The mix of the portfolio has continued to improve with growth in noninterest-bearing and lower-cost client deposits and declines in client certificates of deposits. The categories of deposits with the highest growth for the first quarter of 2011 compared to the same quarter of 2010 were noninterest-bearing deposits, which increased $2.5 billion, or 13.7%, and other client deposits, which include money market deposit accounts, savings accounts, individual retirement

11

accounts and other time deposits, which increased $4.2 billion, or 8.1%. Other interest-bearing deposits, which are primarily Eurodollar deposits and negotiable certificates of deposits decreased $2.2 billion and client certificates of deposit decreased $9.8 billion compared to the first quarter of 2010.

First Quarter 2011 compared to Fourth Quarter 2010

     Average deposits for the first quarter of 2011 increased slightly compared to the fourth quarter of 2010. Average client deposits increased $2.1 billion, or an annualized 8.7%, compared to the fourth quarter of 2010. This included growth of $3.3 billion, or an annualized 25.7%, in other client deposits, which were partially offset by a decrease of $1.1 billion, or an annualized 19.5%, in client certificates of deposit. The change in the mix of the portfolio reflects the growth in lower cost client deposits. Other interest-bearing deposits decreased $2.1 billion compared to the fourth quarter of 2010. These sources of funding are subject to greater volatility as they are used interchangeably with short-term borrowed funds.

CAPITAL RATIOS (1)	2011	2010
	Q1	Q4	Q3	Q2	Q1
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 (%)	9.3	9.1	9.3	8.9	8.7
Tangible common equity (%) (2)	7.2	7.1	7.0	7.0	6.4
Tier 1 common equity to risk-weighted assets (%) (2)	9.3	9.1	9.0	8.9	8.6

(1) Current quarter regulatory capital ratios are 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. See the calculations and management's reasons for using these measures on page 19 of the Quarterly Performance Summary.

     BB&T’s capital levels at March 31, 2011 remained strong. All of BB&T’s capital measurements improved compared to December 31, 2010. The Tier 1 risk-based capital ratio and Tier 1 common equity to risk-weighted assets ratio were 12.1% and 9.3%, respectively, compared to 11.8% and 9.1%, respectively, at December 31, 2010. BB&T declared total dividends of $0.17 during the first quarter of 2011, which reflects a $0.16 quarterly dividend and $0.01 special dividend. The $0.16 quarterly dividend amount is a 7% increase over the prior quarter’s amount. BB&T also announced intentions to retire all of its $3.2 billion in trust preferred securities in 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.

12

ASSET QUALITY (1)							Change			Change
(dollars in millions)		Q1		Q4		Q1	Q1 11 vs.			Q1 11 vs.
		2011		2010		2010	Q4 10			Q1 10
Total nonperforming assets	$	3,863	$	3,971	$	4,394	$	(108	)	$	(531	)
Total loans 90 days past due and still accruing		263		295		295		(32	)		(32	)
Total loans 30-89 days past due		1,099		1,408		1,577		(309	)		(478	)
Allowance for loan and lease losses		2,497		2,564		2,695		(67	)		(198	)
Total performing TDRs		1,309		1,476		1,715		(167	)		(406	)
Nonperforming loans and leases as a percentage of total
loans and leases (%)		2.64		2.64		2.91		(.00	)		(.27	)
Nonperforming assets as a percentage of total assets (%)		2.56		2.64		2.82		(.08	)		(.26	)
Allowance for loan and lease losses as a percentage of
loans and leases held for investment (%)		2.58		2.63		2.84		(.05	)		(.26	)
Net charge-offs as a percentage of average loans and
leases (%) annualized		1.65		2.15		1.99		(.50	)		(.34	)
Ratio of allowance for loan and lease losses to net
charge-offs (times) annualized		1.52		1.20		1.40		.32			.12
Ratio of allowance for loan and lease losses to
nonperforming loans and leases held for
investment (times)		1.03		1.19		.96		(.16	)		.07

(1) Excludes amounts related to covered assets and government guaranteed loans. See footnotes on page 13 and page 15 of the Quarterly Performance Summary for additional information.

     Total nonperforming 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.

     Total performing troubled debt restructurings (“TDRs”) were $1.3 billion at March 31, 2011, a decrease of $167 million, or 11.3%, compared to December 31, 2010. Commercial performing TDRs declined $179 million which was offset by slight increases across several of the other lending portfolios.

     In addition, loan delinquencies improved further during the first quarter of 2011. Loans 30-89 days past due and still accruing, excluding loans guaranteed by the government, totaled $1.1 billion at March 31, 2011, a decrease of $309 million, or 21.9%, compared to December 31, 2010 reflecting the lowest balance since the second quarter of 2007. Loans 90 days past due and still accruing, excluding loans guaranteed by the government, were $263 million at March 31, 2011, a decrease of $32 million, or 10.8%, compared to December 31, 2010 reflecting the lowest balance since the first quarter of 2008.

13

     Net charge-offs during the first quarter of 2011 were 1.65% of average loans and leases, excluding covered loans, compared to 2.15% during the fourth quarter of 2010 and 1.99% during the first quarter of 2010. Net charge-offs were $404 million for the first quarter of 2011, down $134 million compared to $538 million for the fourth quarter of 2010. Net charge-offs were lower in essentially all loan portfolios with the majority of the decline occurring in the commercial portfolio, which was down $115 million compared to the fourth quarter of 2010. The reduction in net charge-offs for commercial loans reflects the overall improvement in the quality of the loan portfolio.

     As of March 31, 2011, the allowance for loan and lease losses was 2.58% of total loans and leases, excluding covered loans, compared to 2.63% at December 31, 2010 and 2.84% at March 31, 2010. The decline in the allowance as a percentage of total loans reflects the improvement in the overall quality of the loan portfolio.

Earnings webcast, presentation and Quarterly Performance Summary

     To hear a live webcast of BB&T’s first quarter 2011 earnings conference call at 8 a.m. (ET) today, please visit our Web site at www.BBT.com. A presentation will be used during the earnings conference call and will be available on our Web site. Replays of the conference call will be available on the BB&T Web site until Thursday, May 5, or by dialing 1-888-203-1112 (access code 4313363) until April 26.

     To access the webcast and presentation, including an appendix reconciling non-GAAP disclosures, go to www.BBT.com and click on “About BB&T” and proceed to “Investor Relations.” The webcast link can be found under “Webcasts” and the presentation can be found under “View Recent Presentations.”

     BB&T’s First Quarter 2011 Quarterly Performance Summary, which contains detailed financial schedules, is available on BB&T’s Web site at www.BBT.com/financials.html.

About BB&T

     As of March 31, 2011, BB&T is one of the largest financial services holding companies in the U.S. with $157 billion in assets and market capitalization of $19.1 billion. Based in Winston-Salem, N.C., the company operates approximately 1,800 financial centers in 12 states and Washington, D.C., and offers a full range of consumer and commercial banking, securities brokerage, asset management, mortgage and insurance products and services. A Fortune 500 company, BB&T is consistently recognized for outstanding client satisfaction by J.D. Power and Associates, the U.S. Small Business Administration, Greenwich Associates and others. More information about BB&T and its full line of products and services is available at www.BBT.com.

14

###

     This news release contains financial information and performance measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). BB&T’s management uses these “non-GAAP” measures in their analysis of the corporation’s performance. BB&T’s management uses these measures to evaluate the underlying performance and efficiency of its operations. It believes that these non-GAAP measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods as well as demonstrating the effects of significant gains and charges in the current period. The company believes that a meaningful analysis of its financial performance requires an understanding of the factors underlying that performance. BB&T’s management believes that investors may use these non-GAAP financial measures to analyze financial performance without the impact of unusual items that may obscure trends in the company’s underlying performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. 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. Asset quality ratios have been adjusted to remove the impact of acquired loans and foreclosed property covered by the FDIC loss sharing agreements as management believes their inclusion results in distortion of those ratios and may not be comparable to other periods presented or to other portfolios that were not impacted by purchase accounting.

     This news release contains certain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements may address issues that involve significant risks, uncertainties, estimates and assumptions made by management. Actual results may differ materially from current projections. Please refer to BB&T’s filings with the Securities and Exchange Commission for a summary of important factors that may affect BB&T’s forward-looking statements. BB&T undertakes no obligation to revise these statements following the date of this news release.

15

EX-99.2

 BB&T Corporation
Quarterly Performance Summary
First Quarter 2011

BB&T Corporation
Quarterly Performance Summary
Table of Contents 

	Page
Financial Highlights	3
Financial Highlights - Five Quarter Trend	4
Consolidated Statements of Income	5
Consolidated Statements of Income - Five Quarter Trend	6
Consolidated Balance Sheets	7
Consolidated Balance Sheets - Five Quarter Trend	8
Average Balance Sheets	9
Average Balance Sheets - Five Quarter Trend	10
Average Balances and Rates - Quarters	11-12
Credit Quality	13-15
Credit Quality - Supplemental Schedules
Supplemental Commercial Real Estate Loan Portfolio Information	16
Supplemental Residential Mortgage Portfolio Information	17
Supplemental Troubled Debt Restructurings Information	18
Capital Information - Five Quarter Trend	19
Selected Growth Rates Adjusted for Purchase
Acquisitions and Selected Items	20
Selected Items & Additional Information	21
NON-GAAP Reconciliation Table	22

2

BB&T Corporation
Financial Highlights
(Dollars in millions, except per share data, shares in thousands) 

		Year-to-Date
		March 31				%
		2011		2010		Change
Summary Income Statement
Interest income	$	1,713	$	1,813		(5.5	) %
Interest expense		392		466		(15.9	)
Net interest income - taxable equivalent		1,321		1,347		(1.9	)
Less: Taxable-equivalent adjustment		36		33		9.1
Net interest income		1,285		1,314		(2.2	)
Provision for credit losses		340		575		(40.9	)
Net interest income after provision for credit losses		945		739		27.9
Noninterest income		714		844		(15.4	)
Noninterest expense		1,372		1,341		2.3
Income before income taxes		287		242		18.6
Provision for income taxes		53		48		10.4
Net income		234		194		20.6
Noncontrolling interest		9		6		50.0
Net income available to common shareholders		225		188		19.7
Per Common Share Data
Earnings
Basic	$	.32	$	.27		18.5	%
Diluted		.32		.27		18.5
Cash dividends declared (1)		.17		.15		13.3
Book value		23.86		23.80		0.3
Tangible book value (2)		15.59		14.67		6.3
End of period shares outstanding (in thousands)		696,285		691,869		0.6
Weighted average shares (in thousands)
Basic		695,309		690,792		0.7
Diluted		704,101		698,675		0.8
Performance Ratios
Return on average assets		.60	%	.48	%
Return on average common shareholders' equity		5.48		4.59
Net interest margin - taxable equivalent		4.01		3.88
Fee income ratio (3)		40.1		39.0
Efficiency ratio (3)		57.1		52.4
Credit Quality (including amounts related to covered loans and
covered foreclosed property)
Nonperforming assets as a percentage of
Total assets		2.69	%	2.79	%
Loans and leases plus foreclosed property		3.97		4.31
Net charge-offs as a percentage of average
loans and leases		1.56		1.84
Allowance for loan and lease losses as a percentage
of loans and leases held for investment		2.58		2.65
Ratio of allowance for loan and lease losses to
nonperforming loans and leases held for investment		1.09	X	.96	X
Average Balances
Total assets	$	156,931	$	163,807		(4.2	) %
Total securities (4)		25,059		32,989		(24.0	)
Loans and leases		105,294		104,468		0.8
Deposits		105,614		111,031		(4.9	)
Client deposits		101,574		104,754		(3.0	)
Shareholders' equity		16,673		16,627		0.3
Period-End Balances
Total assets	$	157,039	$	163,700		(4.1	) %
Total securities (4)		26,220		32,654		(19.7	)
Loans and leases		104,887		104,401		0.5
Deposits		106,913		113,723		(6.0	)
Client deposits		103,587		104,109		(0.5	)
Shareholders' equity		16,670		16,528		0.9
Capital Ratios (5)
Risk-based
Tier 1		12.1	%	11.6	%
Total		15.8		15.9
Leverage		9.3		8.7
Tangible common equity (2)		7.2		6.4
Tier 1 common equity to risk-weighted assets (2)		9.3		8.6

Applicable ratios are annualized.
(1)	BB&T Corporation declared a regular dividend of $0.16 per common share in the first quarter of 2011, as well as a special one-time dividend of $0.01 per common share.
(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. See the calculations and management's reasons for using these measures on page 19 of this supplement.
(3)	Excludes securities gains (losses), foreclosed property expense, amortization of intangible assets, merger-related and restructuring charges, the impacts of FDIC loss share accounting, and other selected items as detailed on page 21 of this supplement. See Non-GAAP reconciliations.
(4)	Total securities includes securities available for sale (AFS) and securities held to maturity (HTM). Average balances reflect both AFS and HTM securities at amortized cost. Period-end balances reflect AFS securities at fair value and HTM securities at amortized cost.
(5)	Current quarter regulatory capital information is preliminary.

3

BB&T Corporation
Financial Highlights - Five Quarter Trend
(Dollars in millions, except per share data, shares in thousands)

		Quarter Ended
		March 31			Dec. 31			Sept. 30			June 30			March 31
		2011			2010			2010			2010			2010
Summary Income Statement
Interest income	$	1,713		$	1,793		$	1,796		$	1,852		$	1,813
Interest expense		392			424			449			460			466
Net interest income - taxable equivalent		1,321			1,369			1,347			1,392			1,347
Less: Taxable-equivalent adjustment		36			37			33			32			33
Net interest income		1,285			1,332			1,314			1,360			1,314
Provision for credit losses		340			643			770			650			575
Net interest income after provision for credit losses		945			689			544			710			739
Noninterest income		714			964			1,110			1,039			844
Noninterest expense		1,372			1,421			1,408			1,500			1,341
Income before income taxes		287			232			246			249			242
Provision for income taxes		53			15			27			25			48
Net income		234			217			219			224			194
Noncontrolling interest		9			9			9			14			6
Net income available to common shareholders		225			208			210			210			188
Per Common Share Data
Earnings
Basic	$	.32		$	.30		$	.30		$	.30		$	.27
Diluted		.32			.30			.30			.30			.27
Cash dividends declared (1)		.17			.15			.15			.15			.15
Book value		23.86			23.67			24.11			24.07			23.80
Tangible book value (2)		15.59			15.43			15.25			14.93			14.67
End of period shares outstanding (in thousands)		696,285			694,381			693,560			692,777			691,869
Weighted average shares (in thousands)
Basic		695,309			693,993			693,017			692,113			690,792
Diluted		704,101			702,781			701,535			701,322			698,675
Performance Ratios
Return on average assets		.60	%		.54	%		.56	%		.56	%		.48	%
Return on 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
Fee income ratio (3)		40.1			41.8			42.3			40.8			39.0
Efficiency ratio (3)		57.1			55.3			54.1			53.7			52.4
Credit Quality (including amounts related to covered
loans and covered foreclosed property)
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
nonperforming loans and leases held for investment		1.09	X		1.26	X		1.32	X		.98	X		.96	X
Average Balances
Total assets	$	156,931		$	159,464		$	155,666		$	159,786		$	163,807
Total securities (4)		25,059			25,988			23,277			28,309			32,989
Loans and leases		105,294			105,946			104,755			103,964			104,468
Deposits		105,614			105,592			103,505			107,060			111,031
Client deposits		101,574			99,431			99,914			102,203			104,754
Shareholders' equity		16,673			16,951			17,035			16,925			16,627
Period-End Balances
Total assets	$	157,039		$	157,081		$	157,230		$	155,083		$	163,700
Total securities (4)		26,220			23,169			24,497			23,662			32,654
Loans and leases		104,887			107,264			106,014			104,719			104,401
Deposits		106,913			107,213			106,419			104,451			113,723
Client deposits		103,587			100,044			99,399			101,115			104,109
Shareholders' equity		16,670			16,498			16,787			16,740			16,528
Capital Ratios (5)
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		9.3			9.1			9.3			8.9			8.7
Tangible common equity (2)		7.2			7.1			7.0			7.0			6.4
Tier 1 common equity to risk-weighted assets (2)		9.3			9.1			9.0			8.9			8.6

Applicable ratios are annualized.
(1)	BB&T Corporation declared a regular dividend of $0.16 per common share in the first quarter of 2011, as well as a special one-time dividend of $0.01 per common share.
(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. See the calculations and management's reasons for using these measures on page 19 of this supplement.
(3)	Excludes securities gains (losses), foreclosed property expense, amortization of intangible assets, merger-related and restructuring charges, the impacts of FDIC loss share accounting, and other selected items as detailed on page 21 of this supplement. See Non-GAAP reconciliations.
(4)	Total securities includes securities available for sale (AFS) and securities held to maturity (HTM). Average balances reflect both AFS and HTM securities at amortized cost. Period-end balances reflect AFS securities at fair value and HTM securities at amortized cost.
(5)	Current regulatory capital information is preliminary.

4

BB&T Corporation
Consolidated Statements of Income
(Dollars in millions, except per share data, shares in thousands)

		Year-to-Date
		March 31						Change
		2011			2010			$		%
Interest Income
Interest and fees on loans and leases	$	1,520		$	1,440		$	80		5.6	%
Interest and dividends on securities		150			336			(186	)	(55.4	)
Interest on other earning assets		6			3			3		100.0
Total interest income		1,676			1,779			(103	)	(5.8	)
Interest Expense
Interest on deposits		171			259			(88	)	(34.0	)
Interest on federal funds purchased, securities sold under
repurchase agreements and short-term borrowed funds		4			5			(1	)	(20.0	)
Interest on long-term debt		216			201			15		7.5
Total interest expense		391			465			(74	)	(15.9	)
Net interest income		1,285			1,314			(29	)	(2.2	)
Provision for credit losses		340			575			(235	)	(40.9	)
Net interest income after provision for credit loss		945			739			206		27.9
Noninterest income
Insurance income		250			253			(3	)	(1.2	)
Service charges on deposits		135			164			(29	)	(17.7	)
Mortgage banking income		95			89			6		6.7
Investment banking and brokerage fees and commissions		87			79			8		10.1
Checkcard fees		72			61			11		18.0
Other nondeposit fees and commissions		67			65			2		3.1
Bankcard fees and merchant discounts		46			40			6		15.0
Trust and investment advisory revenues		43			38			5		13.2
Income from bank-owned life insurance		30			31			(1	)	(3.2	)
FDIC loss share income, net		(58	)		5			(63	)	NM
Securities gains (losses), net		-			(3	)		3		(100.0	)
Other income, net		(53	)		22			(75	)	NM
Total noninterest income		714			844			(130	)	(15.4	)
Noninterest Expense
Personnel expense		694			646			48		7.4
Foreclosed property expense		143			178			(35	)	(19.7	)
Occupancy and equipment expense		154			138			16		11.6
Professional services		71			72			(1	)	(1.4	)
Regulatory charges		61			45			16		35.6
Loan processing expenses		53			35			18		51.4
Amortization of intangibles		26			32			(6	)	(18.8	)
Software expense		26			29			(3	)	(10.3	)
Merger-related and restructuring charges, net		(2	)		17			(19	)	(111.8	)
Other expenses		146			149			(3	)	(2.0	)
Total noninterest expense		1,372			1,341			31		2.3
Earnings
Income before income taxes		287			242			45		18.6
Provision for income taxes		53			48			5		10.4
Net Income		234			194			40		20.6
Noncontrolling interest		9			6			3		50.0
Net income available to common shareholders	$	225		$	188		$	37		19.7	%
Earnings Per Common Share
Basic	$	.32		$	.27		$	.05		18.5	%
Diluted		.32			.27			.05		18.5
Weighted Average Shares Outstanding
Basic		695,309			690,792			4,517		0.7
Diluted		704,101			698,675			5,426		0.8
NM - not meaningful.

5

BB&T Corporation
Consolidated Statements of Income - Five Quarter Trend
(Dollars in millions, except per share data, shares in thousands)

	Quarter Ended
	March 31			Dec. 31			Sept. 30			June 30			March 31
	2011			2010			2010			2010			2010
Interest Income
Interest and fees on loans and leases	$	1,520		$	1,566		$	1,549		$	1,525		$	1,440
Interest and dividends on securities		150			185			207			291			336
Interest on other earning assets		6			4			6			3			3
Total interest income		1,676			1,755			1,762			1,819			1,779
Interest Expense
Interest on deposits		171			192			225			241			259
Interest on federal funds purchased, securities sold under
repurchase agreements and short-term borrowed funds		4			6			5			6			5
Interest on long-term debt		216			225			218			212			201
Total interest expense		391			423			448			459			465
Net interest income		1,285			1,332			1,314			1,360			1,314
Provision for credit losses		340			643			770			650			575
Net interest income after provision for credit loss		945			689			544			710			739
Noninterest income
Insurance income		250			249			252			287			253
Service charges on deposits		135			143			147			164			164
Mortgage banking income		95			138			184			110			89
Investment banking and brokerage fees and commissions		87			97			85			91			79
Checkcard fees		72			73			70			70			61
Other nondeposit fees and commissions		67			68			74			63			65
Bankcard fees and merchant discounts		46			47			45			45			40
Trust and investment advisory revenues		43			42			40			39			38
Income from bank-owned life insurance		30			31			30			31			31
FDIC loss share income, net		(58	)		-			(43	)		(78	)		5
Securities gains (losses), net		-			99			239			219			(3	)
Other income, net		(53	)		(23	)		(13	)		(2	)		22
Total noninterest income		714			964			1,110			1,039			844
Noninterest Expense
Personnel expense		694			679			642			649			646
Foreclosed property expense		143			162			167			240			178
Occupancy and equipment expense		154			155			157			158			138
Professional services		71			92			84			86			72
Regulatory charges		61			59			61			46			45
Loan processing expenses		53			45			53			47			35
Amortization of intangibles		26			28			30			32			32
Software expense		26			30			28			30			29
Merger-related and restructuring charges, net		(2	)		4			10			38			17
Other expenses		146			167			176			174			149
Total noninterest expense		1,372			1,421			1,408			1,500			1,341
Earnings
Income before income taxes		287			232			246			249			242
Provision for income taxes		53			15			27			25			48
Net Income		234			217			219			224			194
Noncontrolling interest		9			9			9			14			6
Net income available to common shareholders	$	225		$	208		$	210		$	210		$	188
Earnings Per Common Share
Basic	$	.32		$	.30		$	.30		$	.30		$	.27
Diluted		.32			.30			.30			.30			.27
Weighted Average Shares Outstanding
Basic		695,309			693,993			693,017			692,113			690,792
Diluted		704,101			702,781			701,535			701,322			698,675

6

BB&T Corporation
Consolidated Balance Sheets
(Dollars in millions)

		As of March 31						Change
		2011			2010			$		%
Assets
Cash and due from banks	$	1,030		$	1,265		$	(235	)	(18.6	) %
Interest-bearing deposits with banks		865			574			291		50.7
Federal funds sold and securities purchased under
resale agreements or similar arrangements		305			399			(94	)	(23.6	)
Segregated cash due from banks		153			269			(116	)	(43.1	)
Trading securities at fair value		730			651			79		12.1
Securities available for sale at fair value (1)		17,887			32,654			(14,767	)	(45.2	)
Securities held to maturity		8,333			-			8,333		NM
Loans and leases:
Commercial loans and leases
Commercial and industrial		33,587			31,750			1,837		5.8
Commercial real estate—other		11,277			12,221			(944	)	(7.7	)
Commercial real estate—residential ADC (2)		3,061			5,333			(2,272	)	(42.6	)
Direct retail lending		13,612			14,055			(443	)	(3.2	)
Sales finance loans		7,121			6,555			566		8.6
Revolving credit loans		2,063			1,981			82		4.1
Residential mortgage loans		18,228			15,498			2,730		17.6
Specialized lending		7,767			7,394			373		5.0
Other acquired loans		56			99			(43	)	(43.4	)
Total loans and leases held for investment (excluding
covered loans)		96,772			94,886			1,886		2.0
Covered loans		5,803			7,458			(1,655	)	(22.2	)
Total loans and leases held for investment		102,575			102,344			231		0.2
Loans held for sale		2,312			2,057			255		12.4
Total loans and leases		104,887			104,401			486		0.5
Allowance for loan and lease losses		(2,641	)		(2,714	)		73		(2.7	)
FDIC loss share receivable		1,580			2,611			(1,031	)	(39.5	)
Premises and equipment		1,830			1,798			32		1.8
Goodwill		6,014			6,055			(41	)	(0.7	)
Core deposit and other intangible assets		483			601			(118	)	(19.6	)
Residential mortgage servicing rights at fair value		928			875			53		6.1
Other assets (3)		14,655			14,261			394		2.8
Total assets	$	157,039		$	163,700		$	(6,661	)	(4.1	) %
Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing deposits	$	21,864		$	19,022		$	2,842		14.9	%
Interest checking		3,711			3,504			207		5.9
Other client deposits		57,432			51,897			5,535		10.7
Client certificates of deposit		20,580			29,686			(9,106	)	(30.7	)
Total client deposits		103,587			104,109			(522	)	(0.5	)
Other interest-bearing deposits		3,326			9,614			(6,288	)	(65.4	)
Total deposits		106,913			113,723			(6,810	)	(6.0	)
Fed funds purchased, repos and other borrowings		5,186			7,020			(1,834	)	(26.1	)
Long-term debt		22,591			21,428			1,163		5.4
Other liabilities		5,679			5,001			678		13.6
Total liabilities		140,369			147,172			(6,803	)	(4.6	)
Shareholders' equity:
Common stock		3,481			3,459			22		0.6
Additional paid-in capital		5,794			5,677			117		2.1
Retained earnings		8,042			7,624			418		5.5
Accumulated other comprehensive loss		(706	)		(292	)		(414	)	141.8
Noncontrolling interest		59			60			(1	)	(1.7	)
Total shareholders' equity		16,670			16,528			142		0.9
Total liabilities and shareholders' equity	$	157,039		$	163,700		$	(6,661	)	(4.1	) %

(1)	Includes $1.7 billion and $1.3 billion at March 31, 2011 and 2010, respectively, covered by FDIC loss sharing agreements.
(2)	Commercial real estate - residential ADC represents residential acquisition, development and construction loans.
(3)	Includes $401 million and $229 million of foreclosed property and other assets covered by FDIC loss sharing agreements at March 31, 2011 and 2010, respectively.

7

BB&T Corporation
Consolidated Balance Sheets - Five Quarter Trend
(Dollars in millions)

	As of
	March 31			Dec. 31			Sept. 30			June 30			March 31
	2011			2010			2010			2010			2010
Assets
Cash and due from banks	$	1,030		$	1,127		$	1,225		$	1,270		$	1,265
Interest-bearing deposits with banks		865			931			944			931			574
Federal funds sold and securities purchased under
resale agreements or similar arrangements		305			327			285			308			399
Segregated cash due from banks		153			309			269			255			269
Trading securities at fair value		730			633			568			587			651
Securities available for sale at fair value (1)		17,887			23,169			24,497			23,662			32,654
Securities held to maturity		8,333			-			-			-			-
Loans and leases:
Commercial loans and leases
Commercial and industrial		33,587			34,050			32,591			32,147			31,750
Commercial real estate—other		11,277			11,439			11,729			12,187			12,221
Commercial real estate—residential ADC		3,061			3,397			3,811			4,720			5,333
Direct retail lending		13,612			13,749			13,828			13,939			14,055
Sales finance loans		7,121			7,050			6,972			6,863			6,555
Revolving credit loans		2,063			2,127			2,065			2,024			1,981
Residential mortgage loans		18,228			17,550			16,316			15,452			15,498
Specialized lending		7,767			7,953			8,047			7,954			7,394
Other acquired loans		56			58			69			85			99
Total loans and leases held for investment (excluding
covered loans)		96,772			97,373			95,428			95,371			94,886
Covered loans		5,803			6,194			6,753			7,177			7,458
Total loans and leases held for investment		102,575			103,567			102,181			102,548			102,344
Loans held for sale		2,312			3,697			3,833			2,171			2,057
Total loans and leases		104,887			107,264			106,014			104,719			104,401
Allowance for loan and lease losses		(2,641	)		(2,708	)		(2,611	)		(2,723	)		(2,714	)
FDIC loss share receivable		1,580			1,922			1,924			2,230			2,611
Premises and equipment		1,830			1,840			1,831			1,835			1,798
Goodwill		6,014			6,008			6,013			6,067			6,055
Core deposit and other intangible assets		483			508			535			569			601
Residential mortgage servicing rights at fair value		928			830			585			665			875
Other assets (2)		14,655			14,921			15,151			14,708			14,261
Total assets	$	157,039		$	157,081		$	157,230		$	155,083		$	163,700
Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing deposits	$	21,864		$	20,637		$	20,607		$	19,767		$	19,022
Interest checking		3,711			4,050			2,225			3,760			3,504
Other client deposits		57,432			54,040			52,795			49,989			51,897
Client certificates of deposit		20,580			21,317			23,772			27,599			29,686
Total client deposits		103,587			100,044			99,399			101,115			104,109
Other interest-bearing deposits		3,326			7,169			7,020			3,336			9,614
Total deposits		106,913			107,213			106,419			104,451			113,723
Fed funds purchased, repos and other borrowings		5,186			5,673			5,820			6,080			7,020
Long-term debt		22,591			21,730			22,111			22,086			21,428
Other liabilities		5,679			5,967			6,093			5,726			5,001
Total liabilities		140,369			140,583			140,443			138,343			147,172
Shareholders' equity:
Common stock		3,481			3,472			3,468			3,464			3,459
Additional paid-in capital		5,794			5,776			5,753			5,720			5,677
Retained earnings		8,042			7,935			7,833			7,729			7,624
Accumulated other comprehensive loss		(706	)		(747	)		(335	)		(237	)		(292	)
Noncontrolling interest		59			62			68			64			60
Total shareholders' equity		16,670			16,498			16,787			16,740			16,528
Total liabilities and shareholders' equity	$	157,039		$	157,081		$	157,230		$	155,083		$	163,700

(1)	Includes $1.7 billion, $1.5 billion, $1.5 billion, $1.4 billion and $1.3 billion at March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010, respectively, covered by FDIC loss sharing agreements.
(2)	Includes $401 million, $360 million, $314 million, $222 million and $229 million of foreclosed property and other assets covered by FDIC loss sharing agreements at March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010, respectively.

8

BB&T Corporation
Average Balance Sheets
(Dollars in millions)

		Year-to-Date
		March 31				Change
		2011		2010		$		%
Assets
Total securities, at amortized cost (1)
U.S. government-sponsored entities (GSE)	$	93	$	1,636	$	(1,543	)	(94.3	) %
Mortgage-backed securities issued by GSE		20,409		26,558		(6,149	)	(23.2	)
States and political subdivisions		1,969		2,107		(138	)	(6.5	)
Non-agency mortgage-backed securities		595		1,311		(716	)	(54.6	)
Other securities		750		202		548		NM
Covered securities		1,243		1,175		68		5.8
Total securities		25,059		32,989		(7,930	)	(24.0	)
Other earning assets		2,978		2,681		297		11.1
Loans and leases
Commercial loans and leases
Commercial and industrial		33,433		31,498		1,935		6.1
Commercial real estate—other		11,368		12,296		(928	)	(7.5	)
Commercial real estate—residential ADC		3,281		5,586		(2,305	)	(41.3	)
Direct retail lending		13,672		14,165		(493	)	(3.5	)
Sales finance loans		7,080		6,406		674		10.5
Revolving credit loans		2,082		1,991		91		4.6
Residential mortgage loans		17,926		15,459		2,467		16.0
Specialized lending		7,797		7,479		318		4.3
Other acquired loans		57		108		(51	)	(47.2	)
Total loans and leases held for investment (excluding
covered loans)		96,696		94,988		1,708		1.8
Covered loans		5,927		7,642		(1,715	)	(22.4	)
Total loans and leases held for investment		102,623		102,630		(7	)	-
Loans held for sale		2,671		1,838		833		45.3
Total loans and leases		105,294		104,468		826		0.8
Total earning assets		133,331		140,138		(6,807	)	(4.9	)
Non-earning assets		23,600		23,669		(69	)	(0.3	)
Total assets	$	156,931	$	163,807	$	(6,876	)	(4.2	) %
Liabilities and Shareholders' Equity
Deposits
Noninterest-bearing deposits	$	20,990	$	18,464	$	2,526		13.7	%
Interest checking		3,594		3,745		(151	)	(4.0	)
Other client deposits		55,909		51,712		4,197		8.1
Client certificates of deposit		21,081		30,833		(9,752	)	(31.6	)
Total client deposits		101,574		104,754		(3,180	)	(3.0	)
Other interest-bearing deposits		4,040		6,277		(2,237	)	(35.6	)
Total deposits		105,614		111,031		(5,417	)	(4.9	)
Fed funds purchased, repos and other borrowings		7,286		10,207		(2,921	)	(28.6	)
Long-term debt		21,879		21,221		658		3.1
Other liabilities		5,479		4,721		758		16.1
Total liabilities		140,258		147,180		(6,922	)	(4.7	)
Shareholders' equity		16,673		16,627		46		0.3
Total liabilities and shareholders' equity	$	156,931	$	163,807	$	(6,876	)	(4.2	) %
Average balances exclude basis adjustments for fair value hedges.
(1)   Total securities include securities available for sale and securities held to maturity.
NM - not meaningful.

9

BB&T Corporation
Average Balance Sheets - Five Quarter Trend
(Dollars in millions)

	Quarter Ended
		March 31		Dec. 31		Sept. 30		June 30		March 31
		2011		2010		2010		2010		2010
Assets
Total securities, at amortized cost (1)
U.S. government-sponsored entities (GSE)	$	93	$	52	$	54	$	554	$	1,636
Mortgage-backed securities issued by GSE		20,409		21,067		18,636		23,080		26,558
States and political subdivisions		1,969		1,987		2,019		2,077		2,107
Non-agency mortgage-backed securities		595		1,025		1,152		1,214		1,311
Other securities		750		641		209		192		202
Covered securities		1,243		1,216		1,207		1,192		1,175
Total securities		25,059		25,988		23,277		28,309		32,989
Other earning assets		2,978		2,995		2,951		3,101		2,681
Loans and leases
Commercial loans and leases
Commercial and industrial		33,433		32,733		32,174		31,691		31,498
Commercial real estate—other		11,368		11,661		12,052		12,223		12,296
Commercial real estate—residential ADC		3,281		3,650		4,394		5,165		5,586
Direct retail lending		13,672		13,770		13,867		13,994		14,165
Sales finance loans		7,080		7,015		6,906		6,729		6,406
Revolving credit loans		2,082		2,086		2,048		2,002		1,991
Residential mortgage loans		17,926		16,974		15,828		15,586		15,459
Specialized lending		7,797		7,937		8,046		7,645		7,479
Other acquired loans		57		63		73		96		108
Total loans and leases held for investment (excluding
covered loans)		96,696		95,889		95,388		95,131		94,988
Covered loans		5,927		6,488		6,957		7,162		7,642
Total loans and leases held for investment		102,623		102,377		102,345		102,293		102,630
Loans held for sale		2,671		3,569		2,410		1,671		1,838
Total loans and leases		105,294		105,946		104,755		103,964		104,468
Total earning assets		133,331		134,929		130,983		135,374		140,138
Non-earning assets		23,600		24,535		24,683		24,412		23,669
Total assets	$	156,931	$	159,464	$	155,666	$	159,786	$	163,807
Liabilities and Shareholders' Equity
Deposits
Noninterest-bearing deposits	$	20,990	$	21,027	$	20,099	$	19,346	$	18,464
Interest checking		3,594		3,682		3,482		3,905		3,745
Other client deposits		55,909		52,578		50,458		50,207		51,712
Client certificates of deposit		21,081		22,144		25,875		28,745		30,833
Total client deposits		101,574		99,431		99,914		102,203		104,754
Other interest-bearing deposits		4,040		6,161		3,591		4,857		6,277
Total deposits		105,614		105,592		103,505		107,060		111,031
Fed funds purchased, repos and other borrowings		7,286		9,446		7,355		9,105		10,207
Long-term debt		21,879		21,890		21,833		21,660		21,221
Other liabilities		5,479		5,585		5,938		5,036		4,721
Total liabilities		140,258		142,513		138,631		142,861		147,180
Shareholders' equity		16,673		16,951		17,035		16,925		16,627
Total liabilities and shareholders' equity	$	156,931	$	159,464	$	155,666	$	159,786	$	163,807

Average balances exclude basis adjustments for fair value hedges.
(1)	Total securities include securities available for sale and securities held to maturity.

10

BB&T Corporation
Average Balances and Rates - Quarters
(Dollars in millions)

	Quarter Ended
	March 31, 2011						December 31, 2010
			Interest						Interest
	Average		Income/		Yields/		Average		Income/		Yields/
	Balances (1)		Expense		Rates (2)		Balances (1)		Expense		Rates (2)
Assets
Total securities, at amortized cost (3)
U.S. government-sponsored entities (GSE)	$	93	$	1	2.41	%	$	52	$	1	4.60	%
Mortgage-backed securities issued by GSE		20,409		84	1.65			21,067		102	1.95
States and political subdivisions		1,969		27	5.55			1,987		27	5.58
Non-agency mortgage-backed securities		595		10	6.38			1,025		15	5.93
Other securities		750		3	1.56			641		4	1.91
Covered securities		1,243		37	12.06			1,216		50	16.45
Total securities		25,059		162	2.59			25,988		199	3.07
Other earning assets		2,978		6	.80			2,995		4	.56
Loans and leases
Commercial loans and leases
Commercial and industrial		33,433		359	4.35			32,733		370	4.48
Commercial real estate—other		11,368		108	3.84			11,661		111	3.78
Commercial real estate—residential ADC		3,281		28	3.50			3,650		33	3.60
Direct retail lending		13,672		174	5.17			13,770		181	5.23
Sales finance loans		7,080		91	5.23			7,015		97	5.48
Revolving credit loans		2,082		46	8.90			2,086		46	8.62
Residential mortgage loans		17,926		223	4.97			16,974		218	5.14
Specialized lending		7,797		227	11.76			7,937		231	11.53
Other acquired loans		57		4	31.68			63		5	28.84
Total loans and leases held for investment (excluding
covered loans)		96,696		1,260	5.27			95,889		1,292	5.35
Covered loans		5,927		262	17.96			6,488		271	16.59
Total loans and leases held for investment		102,623		1,522	6.00			102,377		1,563	6.06
Loans held for sale		2,671		23	3.48			3,569		27	3.09
Total loans and leases		105,294		1,545	5.94			105,946		1,590	5.96
Total earning assets		133,331		1,713	5.19			134,929		1,793	5.28
Non-earning assets		23,600						24,535
Total assets	$	156,931					$	159,464
Liabilities and Shareholders' Equity
Interest-bearing deposits
Interest checking	$	3,594		2	.25		$	3,682		2	.24
Other client deposits		55,909		74	.53			52,578		76	.57
Client certificates of deposit		21,081		87	1.66			22,144		103	1.84
Other interest-bearing deposits		4,040		8	.84			6,161		11	.66
Total interest-bearing deposits		84,624		171	.82			84,565		192	.90
Fed funds purchased, repos and other borrowings		7,286		5	.30			9,446		7	.29
Long-term debt		21,879		216	3.97			21,890		225	4.10
Total interest-bearing liabilities		113,789		392	1.39			115,901		424	1.45
Noninterest-bearing deposits		20,990						21,027
Other liabilities		5,479						5,585
Shareholders' equity		16,673						16,951
Total liabilities and shareholders' equity	$	156,931					$	159,464
Average interest-rate spread					3.80						3.83
Net interest income/ net interest margin			$	1,321	4.01	%			$	1,369	4.04	%
Taxable-equivalent adjustment			$	36					$	37

Applicable ratios are annualized.
(1)	Excludes basis adjustments for fair value hedges.
(2)	Yields are on a fully taxable-equivalent basis.
(3)	Total securities include securities available for sale and securities held to maturity.

11

BB&T Corporation
Average Balances and Rates - Quarters
(Dollars in millions)

	Quarter Ended
	September 30, 2010						June 30, 2010						March 31, 2010
			Interest						Interest						Interest
	Average		Income/		Yields/		Average		Income/		Yields/		Average		Income/		Yields/
	Balances (1)		Expense		Rates (2)		Balances (1)		Expense		Rates (2)		Balances (1)		Expense		Rates (2)
Assets
Total securities, at amortized cost (3)
U.S. government-sponsored entities (GSE)	$	54	$	-	4.65	%	$	554	$	5	3.68	%	$	1,636	$	15	3.61	%
Mortgage-backed securities issued by GSE		18,636		150	3.22			23,080		217	3.77			26,558		254	3.82
States and political subdivisions		2,019		29	5.55			2,077		28	5.45			2,107		28	5.38
Non-agency mortgage-backed securities		1,152		17	5.90			1,214		18	5.84			1,311		19	5.80
Other securities		209		1	2.74			192		1	2.43			202		1	2.13
Covered securities		1,207		23	7.61			1,192		35	11.65			1,175		34	11.60
Total securities		23,277		220	3.78			28,309		304	4.30			32,989		351	4.26
Other earning assets		2,951		6	.54			3,101		4	.57			2,681		3	.53
Loans and leases
Commercial loans and leases
Commercial and industrial		32,174		364	4.49			31,691		355	4.49			31,498		338	4.35
Commercial real estate—other		12,052		115	3.78			12,223		115	3.79			12,296		124	4.11
Commercial real estate—residential ADC		4,394		38	3.40			5,165		44	3.44			5,586		56	4.05
Direct retail lending		13,867		184	5.26			13,994		185	5.31			14,165		187	5.34
Sales finance loans		6,906		100	5.73			6,729		100	6.01			6,406		100	6.31
Revolving credit loans		2,048		44	8.64			2,002		44	8.69			1,991		44	9.04
Residential mortgage loans		15,828		213	5.39			15,586		215	5.51			15,459		213	5.51
Specialized lending		8,046		229	11.33			7,645		221	11.59			7,479		211	11.40
Other acquired loans		73		3	18.97			96		3	10.63			108		3	12.49
Total loans and leases held for investment (excluding
covered loans)		95,388		1,290	5.38			95,131		1,282	5.40			94,988		1,276	5.43
Covered loans		6,957		258	14.72			7,162		242	13.52			7,642		162	8.61
Total loans and leases held for investment		102,345		1,548	6.01			102,293		1,524	5.97			102,630		1,438	5.67
Loans held for sale		2,410		22	3.56			1,671		20	4.73			1,838		21	4.68
Total loans and leases		104,755		1,570	5.96			103,964		1,544	5.95			104,468		1,459	5.65
Total earning assets		130,983		1,796	5.45			135,374		1,852	5.48			140,138		1,813	5.22
Non-earning assets		24,683						24,412						23,669
Total assets	$	155,666					$	159,786					$	163,807
Liabilities and Shareholders' Equity
Interest-bearing deposits
Interest checking	$	3,482		3	.29		$	3,905		3	.31		$	3,745		3	.36
Other client deposits		50,458		79	.62			50,207		81	.65			51,712		90	.70
Client certificates of deposit		25,875		132	2.02			28,745		144	2.01			30,833		152	2.00
Other interest-bearing deposits		3,591		11	1.18			4,857		13	1.06			6,277		14	.93
Total interest-bearing deposits		83,406		225	1.07			87,714		241	1.10			92,567		259	1.14
Fed funds purchased, repos and other borrowings		7,355		6	.32			9,105		7	.31			10,207		6	.23
Long-term debt		21,833		218	3.98			21,660		212	3.92			21,221		201	3.82
Total interest-bearing liabilities		112,594		449	1.58			118,479		460	1.56			123,995		466	1.52
Noninterest-bearing deposits		20,099						19,346						18,464
Other liabilities		5,938						5,036						4,721
Shareholders' equity		17,035						16,925						16,627
Total liabilities and shareholders' equity	$	155,666					$	159,786					$	163,807
Average interest-rate spread					3.87						3.92						3.70
Net interest income/ net interest margin			$	1,347	4.09	%			$	1,392	4.12	%			$	1,347	3.88	%
Taxable-equivalent adjustment			$	33					$	32					$	33

Applicable ratios are annualized.
(1)	Excludes basis adjustments for fair value hedges.
(2)	Yields are on a fully taxable-equivalent basis.
(3)	Total securities include securities available for sale and securities held to maturity.

12

BB&T Corporation
Credit Quality
(Dollars in millions)

	As of/For the Quarter Ended
	March 31		Dec. 31		Sept. 30		June 30		March 31
	2011		2010		2010		2010		2010
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		1,211		1,259		1,309		1,391		1,524
Other foreclosed property		36		42		39		37		46
Total nonperforming assets (excluding covered assets) (2)	$	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

(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 and 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 approximately $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 and June 30,2010, 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.

13

BB&T Corporation
Credit Quality
(Dollars in millions) 

		As of/For the Quarter Ended
		March 31			Dec. 31		Sept. 30			June 30				March 31
		2011			2010		2010			2010				2010
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		-			-			-			(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 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.

14

BB&T Corporation
Credit Quality 

	As of/For the Quarter Ended
	March 31		Dec. 31		Sept. 30		June 30		March 31
	2011		2010		2010		2010		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	.75	X	1.06	X	1.41	X
Nonperforming loans and leases held for investment	1.09		1.26		1.32		.98		.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	.27		.29		.29		.28		.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	.74	X	1.05	X	1.40	X
Nonperforming loans and leases held for investment	1.03		1.19		1.30		.98		.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 covered loans in certain asset quality ratios that 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.

15

BB&T Corporation
Credit Quality - Supplemental Schedules
(Dollars in millions, except average loan and average client size)

SUPPLEMENTAL COMMERCIAL REAL ESTATE LOAN PORTFOLIO INFORMATION (1)(2)
RESIDENTIAL ACQUISITION, DEVELOPMENT, AND CONSTRUCTION LOANS (ADC)
	As of/For the Period Ended March 31, 2011
	Builder /			Land / Land			Condos /
	Construction			Development			Townhomes			Total ADC
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			.66			9.06
			As of/For the Period Ended March 31, 2011
										Gross Charge-
										Offs as a
							Nonaccrual as a			Percentage of
RESIDENTIAL ACQUISITION, DEVELOPMENT, AND				Total			Percentage of			Outstandings
CONSTRUCTION LOANS (ADC) BY STATE OF ORIGINATION				Outstandings			Outstandings			Year-to-Date
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			.64
Alabama					37			64.81			2.00
Total				$	3,061			18.54	%		9.06	%
OTHER COMMERCIAL REAL ESTATE LOANS (3)
	As of/For the Period Ended March 31, 2011
				Commercial			Permanent			Total Other
	Commercial			Land/			Income Producing			Commercial
	Construction			Development			Properties			Real Estate
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		.86			11.63			1.56			2.71
			As of/For the Period Ended March 31, 2011
										Gross Charge-
										Offs as a
							Nonaccrual as a			Percentage of
OTHER COMMERCIAL REAL ESTATE LOANS BY STATE OF				Total			Percentage of			Outstandings
ORIGINATION (3)				Outstandings			Outstandings			Year-to-Date
North Carolina				$	3,489			4.11	%		1.67	%
Virginia					1,872			1.59			.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			.93			.04
Kentucky					449			1.53			.11
West Virginia					412			.62			.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.

16

BB&T Corporation
Credit Quality - Supplemental Schedules
(Dollars in millions, except average loan size)

SUPPLEMENTAL RESIDENTIAL MORTGAGE PORTFOLIO INFORMATION (1)
	As of/For the Period Ended March 31, 2011
							Construction/
RESIDENTIAL MORTGAGE LOANS	Prime			ALT-A			Permanent			Subprime (2)			Total
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		.87			2.68			3.53			4.36			1.25
							As of/For the Period Ended March 31, 2011
													Gross Charge-
													Offs as a
										Nonaccrual as a			Percentage of
							Total			Percentage of			Outstandings
RESIDENTIAL MORTGAGE LOANS BY STATE							Outstandings			Outstandings			Year-to-Date
North Carolina							$	4,470			2.17	%		.66	%
Virginia								3,125			2.27			.99
Florida								2,332			5.92			3.57
Maryland								1,782			2.65			.85
South Carolina								1,703			3.29			1.08
Georgia								1,677			3.15			1.68
Kentucky								477			1.68			.10
Texas								431			.30			.11
West Virginia								378			1.37			.38
Tennessee								370			2.74			.71
Alabama								251			1.20			.44
Washington, D.C.								224			2.40			.86
Missouri								159			.66			.36
Indiana								107			.44			.19
Other								963			3.51			1.62
Total							$	18,449			2.87	%		1.25	%
SUPPLEMENTAL DIRECT RETAIL 1-4 FAMILY AND LOT/LAND REAL ESTATE PORTFOLIO INFORMATION (4)
				As of/For the Period Ended March 31, 2011
				Residential			Home Equity			Home Equity
DIRECT RETAIL 1-4 FAMILY AND LOT/LAND REAL ESTATE LOANS & LINES				Lot/Land Loans			Loans			Lines			Total
Total loans outstanding				$	1,283		$	5,918		$	5,400		$	12,601
Average loan size (in thousands) (5)					58			44			36			41
Average refreshed credit score (6)					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			.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
													Gross Charge-
													Offs as a
										Nonaccrual as a			Percentage of
DIRECT RETAIL 1-4 FAMILY AND LOT/LAND REAL ESTATE							Total			Percentage of			Outstandings
LOANS AND LINES BY STATE OF ORIGINATION							Outstandings			Outstandings			Year-to-Date
North Carolina							$	4,312			1.68	%		2.35	%
Virginia								2,849			.75			.92
South Carolina								1,199			1.94			3.20
Georgia								1,007			1.58			3.37
Maryland								804			.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			.93			4.43
Other								44			1.51			1.98
Total							$	12,601			1.41	%		2.25	%

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.
(4)	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.
(5)	Home equity lines without an outstanding balance are excluded from this calculation.
(6)	Based on number of accounts.

17

BB&T Corporation
Credit Quality - Supplemental Schedules
(Dollars in millions)

SUPPLEMENTAL TROUBLED DEBT RESTRUCTURINGS INFORMATION

	As of March 31, 2011
					Past Due 30-89				Past Due 90+
		Current Status			Days				Days					Total
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	0.7			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.

18

BB&T Corporation
Capital Information - Five Quarter Trend
(Dollars in millions, except per share data, shares in thousands)

	As of / Quarter Ended
	March 31			Dec. 31			Sept. 30			June 30			March 31
	2011			2010			2010			2010			2010
Selected Capital Information (1)
Risk-based capital
Tier 1	$	14,100		$	13,959		$	13,828		$	13,594		$	13,657
Total		18,385			18,319			18,465			18,327			18,658
Risk-weighted assets (2)		116,215			118,131			117,894			116,073			117,410
Average quarterly tangible assets		151,049			153,349			149,253			153,399			157,603
Risk-based capital ratios
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 ratio		9.3			9.1			9.3			8.9			8.7
Equity as a percentage of total assets		10.6			10.5			10.7			10.8			10.1
Book value per common share	$	23.86		$	23.67		$	24.11		$	24.07		$	23.80
Selected Non-GAAP Capital Information (3)
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
Tangible book value per common share	$	15.59		$	15.43		$	15.25		$	14.93		$	14.67
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 (2)	$	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 (in thousands)		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)	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.
(3)	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.

19

BB&T Corporation
Selected Growth Rates Adjusted for Purchase Acquisitions and Selected Items 

	Percentage Increase (Decrease)
	YTD		Link QTD
PERCENTAGE CHANGES IN SELECTED BALANCE SHEET ITEMS (1)	1Q11 vs. 1Q10		1Q11 vs. 4Q10
Average Balances
Commercial loans and leases (2)
Commercial and industrial	7.2	%	9.1	%
Commercial real estate—other	(2.9	)	(10.1	)
Commercial real estate—residential ADC	(33.9	)	(41.1	)
Direct retail lending	(3.5	)	(2.9	)
Sales finance loans	10.5		3.8
Revolving credit loans	4.6		(0.8	)
Residential mortgage loans (2)	18.9		22.7
Specialized lending	4.3		(7.2	)
Other acquired loans	(47.2	)	(38.6	)
Total loans and leases held for investment (excluding covered loans)	3.9		3.5
Covered loans	(22.4	)	(35.1	)
Total loans and leases held for investment	1.9		1.1
Noninterest-bearing deposits	13.8		(0.7	)
Interest checking	(3.9	)	(9.7	)
Other client deposits	8.2		25.7
Client certificates of deposit	(31.4	)	(19.5	)
Total client deposits	(2.9	)	8.7
Other interest-bearing deposits	(35.6	)	(139.6	)
Total deposits	(4.8	)	0.1
	Percentage Increase (Decrease)
	YTD		Link QTD
PERCENTAGE CHANGES IN SELECTED INCOME STATEMENT ITEMS (1)(3)	1Q11 vs. 1Q10		1Q11 vs. 4Q10
Net interest income - taxable equivalent	(5.0	) %	(7.9	) %
Noninterest income
Insurance income	(1.2	)	1.6
Service charges on deposits	(17.7	)	(22.7	)
Mortgage banking income	9.4		(98.9	)
Investment banking and brokerage fees and commissions	10.1		(41.8	)
Checkcard fees	18.0		(5.6	)
Other nondeposit fees and commissions	3.1		(6.0	)
Bankcard fees and merchant discounts	15.0		(8.6	)
Trust and investment advisory revenues	13.2		9.7
Other income, net	(15.0	)	(110.1	)
Total noninterest income	(.1	)	(30.2	)
Noninterest expense
Personnel expense	7.4		9.0
Foreclosed property expense	(19.7	)	(47.6	)
Occupancy and equipment expense	.7		(2.6	)
Other noninterest expense	2.1		(36.6	)
Total noninterest expense	1.6		(12.3	)

Applicable ratios are annualized.
(1)	Adjusted to exclude estimated growth that resulted from the timing of acquisitions.
(2)	Adjusted to exclude the estimated impact of loans disposed of or transferred in connection with BB&T NPA disposition strategy.
(3)	Excludes securities gains (losses), merger-related and restructuring charges, the net impact of valuation adjustments for mortgage servicing rights, gains or losses on mortgage servicing rights-related derivatives, the impacts of FDIC loss share accounting, and other selected items as noted on page 21 of this supplement.

20

BB&T Corporation
Selected Items & Additional Information
(Dollars in millions, except per share data)

										Favorable (Unfavorable)
Selected Items										Pre-Tax			After-Tax
First Quarter 2011
Losses/write-downs related to NPA disposition strategy		Other noninterest income								$	(74	)	$	(46	)
Fourth Quarter 2010
Losses/write-downs related to NPA disposition strategy		Other noninterest income									(62	)		(39	)
Third Quarter 2010
Losses/write-downs related to NPA disposition strategy		Other noninterest income									(28	)		(17	)
Second Quarter 2010
No selected items noted
First Quarter 2010
Colonial premises and equipment adjustment		Occupancy and equipment expense									16			10
Contingency reserve adjustment		Other noninterest expense									11			7
	As of / Quarter Ended
	March 31			Dec. 31			Sept. 30			June 30			March 31
	2011			2010			2010			2010			2010
Selected Mortgage Banking Information
Income statement impact of mortgage servicing rights valuation
MSRs fair value increase (decrease)	$	41		$	191		$	(101	)	$	(234	)	$	5
MSRs hedge gains (losses)		(39	)		(176	)		132			241			(1	)
Net	$	2		$	15		$	31		$	7		$	4
Residential mortgage loan originations	$	5,802		$	8,406		$	6,656		$	5,013		$	4,791
Residential mortgage servicing portfolio
Loans serviced for others		64,894			61,795			60,207		59,322			57,200
Bank-owned loans serviced		21,271			21,396			20,331		18,621			18,719
Total servicing portfolio		86,165			83,191			80,538		77,943			75,919
Weighted-average coupon rate		5.17	%		5.26	%		5.37	%		5.43	%		5.49	%
Weighted-average servicing fee		.346			.350			.354			.357			.363
Selected Miscellaneous Information
Derivatives notional amount	$	57,160		$	65,386		$	67,201		$	64,187		$	64,558
Fair value of derivatives		(77	)		(69	)		277			279			307
Accumulated comprehensive income related to securities,
net of tax (1)		(307	)		(333	)		49			74			(81	)
Common stock prices
High		29.60			27.57			28.69		35.72			32.93
Low		25.95			22.15			21.72		26.18			25.40
End of period		27.45			26.29			24.08		26.31			32.39
Banking offices		1,781			1,782			1,790		1,791			1,838
ATMs		2,476			2,481			2,494		2,496			2,534
FTEs		31,365			31,354			31,331		31,603			31,929

(1) Includes the impact of the FDIC loss sharing agreements on the covered securities.

21

BB&T Corporation
NON-GAAP Reconciliation Table 

					Quarter Ended
	March 31		Dec. 31		Sept. 30		June 30		March 31
NON-GAAP Reconciliation Table	2011		2010		2010		2010		2010
Efficiency ratio - GAAP	67.4	%	60.9	%	57.3	%	61.7	%	61.2	%
Effect of securities gains (losses), net	-		2.4		5.6		5.1		(.1	)
Effect of merger-related and restructuring charges, net	.1		(.2	)	(.4	)	(1.6	)	(.7	)
Effect of contingency reserve	-		-		-		-		.5
Effect of losses/write-downs on NPA disposition loans	(2.1	)	(1.5	)	(.6	)	-		-
Effect of Colonial premises and equipment adjustments	-		-		-		-		.8
Effect of FDIC loss share accounting	-		2.0		.6		-		.3
Effect of foreclosed property expense	(7.0	)	(7.1	)	(7.1	)	(10.1	)	(8.1	)
Effect of amortization of intangibles	(1.3	)	(1.2	)	(1.3	)	(1.4	)	(1.5	)
Efficiency ratio - reported	57.1		55.3		54.1		53.7		52.4
Fee income ratio - GAAP	35.1	%	41.3	%	45.2	%	42.7	%	38.5	%
Effect of securities gains (losses), net	-		(2.5	)	(5.8	)	(5.5	)	.1
Effect of losses/write-downs on NPA disposition loans	2.2		1.6		.6		-		-
Effect of FDIC loss share accounting	2.8		1.4		2.3		3.6		.4
Fee income ratio - reported	40.1		41.8		42.3		40.8		39.0

22

EX-99.3