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

July 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 July 21, 2011, BB&T Corporation issued a press release reporting second quarter 2011 results, and posted on its website its second quarter 2011 Earnings Release and Quarterly Performance Summary. 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 July 21, 2011.
99.2	BB&T Corporation's Quarterly Performance Summary issued July 21, 2011.
99.3	BB&T Corporation's Earnings Release Presentation issued July 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: July 21, 2011

EX-99.1

Exhibit 99.1

July 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 46% increase in net income
EPS totals $0.44, up 47%

     Revenue totals $2.2 billion, up 28% linked quarter
Credit quality improves at faster pace, NPAs decrease 13%

     WINSTON-SALEM, N.C. -- BB&T Corporation (NYSE: BBT) today reported strong earnings for the second quarter of 2011. Net income totaled $327 million, an increase of 46% compared to $224 million reported in the second quarter last year. Net income available to common shareholders was $307 million, or $0.44 per diluted common share, compared with $210 million, or $0.30 per diluted common share, earned during the second quarter of 2010. These results reflect increases of 46% and 47%, respectively.

     “We are very pleased to report a strong quarter, with earnings per share up 47% compared to last year,” said Chairman and Chief Executive Officer Kelly S. King. “The increase was driven by significantly improved credit quality and solid performances across all of our lines of business. Net revenues totaled $2.2 billion this quarter, up approximately 28% annualized compared to the first quarter this year. This increase was generated by lower funding costs, stronger insurance commissions and lower losses from problem loan sales.

     “Our net interest margin improved to a very strong 4.15% in the second quarter compared to 4.01% last quarter,” King said. “Our acquired loan portfolios continue to outperform and have enhanced our outlook for the margin compared to last quarter. We currently project that the margin will remain in the 4.05% to 4.10% range throughout the remainder of 2011. In addition, the margin is also benefitting from a more favorable funding mix, lower cost of funds and wider credit spreads.

     “The pace of improvement in our credit quality accelerated this quarter,” King said. “In particular, the 25% decrease in inflows of new nonperforming assets and $675 million in sales of

problem assets resulted in a 13% decrease in nonperforming assets. In the last year, we have reduced nonperforming assets by approximately $1 billion to the lowest level in two years.

     “Despite continued soft demand, BB&T reported broad-based loan growth,” King said. “BB&T’s loans held for investment, excluding our covered and residential ADC portfolios, grew 3.4% on an annualized basis. In addition, we have good momentum heading into the third quarter, with end of period balances $810 million higher than at the beginning of the quarter.

     “We continued to execute very well on our deposit gathering and diversification strategy,” King said. “While average client deposits increased 7% on an annualized basis compared to the first quarter, less costly transaction accounts increased 29%. We have reduced the average cost of interest-bearing deposits from 1.10% in the second quarter last year and 0.82% last quarter to 0.72% this quarter.”

Second Quarter Performance Highlights

The net interest margin increased significantly
o	The net interest margin was 4.15% for the second quarter, a 3 basis point increase compared to the second quarter of 2010 and an increase of 14 basis points compared to last quarter
o	The outlook for margin has again increased, with current projections that the margin will remain in the 4.05% to 4.10% range throughout 2011
Noninterest income increased 41.0% on an annualized linked quarter basis
o	Insurance income up $49 million, or an annualized 78.6%
o	Service charges increased an annualized 29.7%
o	Checkcard fees and bankcard fees increased an annualized 39.0% and 52.3%, respectively
o	Investment banking revenues improved an annualized 13.8%
o	Trust and investment advisory revenues up an annualized 18.7%
The pace of improvement in problem assets accelerated significantly in the quarter
o	NPAs decreased 13.2% excluding covered assets, the 5th consecutive quarter with lower NPAs
o	Performing TDRs, excluding government guaranteed loans, decreased 10.0%
o	NPA inflows decreased 24.9%
o	Delinquent loans decreased 11.7%, excluding covered and government guaranteed loans
o	BB&T sold approximately $675 million of problem assets during the quarter
o	Net charge-offs totaled 1.80% of average loans for the quarter, excluding covered loans
o	Core net charge-offs, excluding covered loans and $87 million of charge-offs related to the NPA disposition strategy, decreased 11.6% and totaled 1.46% of average loans for the quarter compared with 1.65% last quarter

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Average total loans and leases held for investment, excluding the impact of ADC and covered loan runoff, increased 3.4% on an annualized basis
o	Average C&I loans increased 2.6%
o	Average loans originated in the specialized lending group increased 11.9%
o	Average mortgage loans increased 8.6%
o	Average sales finance loans increased 5.9%
o	Average total loans held for investment increased 0.6%
o	Average residential ADC loans declined 42.5%
Average client deposits increased $1.8 billion, or 7.1% on an annualized linked quarter basis
o	Average noninterest-bearing deposits increased $1.2 billion, or 22.2%
o	Average client deposits, excluding CDs, increased $2.5 billion, or 12.3%
o	Average interest-bearing deposit costs were reduced to 0.72% compared to 0.82% in the first quarter
Capital levels further improved during the quarter
o	Tangible common equity remained strong at 7.2%
o	Tier 1 common equity improved to 9.6%
o	Tier 1 risk-based capital improved to 12.3%
o	Leverage capital improved to 9.5%
o	Total capital improved to 16.0%

EARNINGS HIGHLIGHTS								Change		Change
(dollars in millions, except per share data)		Q2		Q1		Q2		Q2 11 vs.		Q2 11 vs.
		2011		2011		2010		Q1 11		Q2 10
Net income available to common shareholders	$	307	$	225	$	210	$	82		$	97
Diluted earnings per common share		0.44		0.32		0.30		0.12			0.14
Net interest income-taxable equivalent	$	1,390	$	1,321	$	1,392	$	69		$	(2	)
Noninterest income		787		714		1,039		73			(252	)
Total revenue	$	2,177	$	2,035	$	2,431	$	142		$	(254	)
Return on average assets (%)		0.83		0.60		0.56		0.23			0.27
Return on average common shareholders' equity (%)		7.25		5.48		5.01		1.77			2.24
Net interest margin - taxable equivalent (%)		4.15		4.01		4.12		0.14			0.03
Efficiency ratio (1) (%)		55.8		57.1		53.7		(1.3	)		2.1

(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 20 of the Quarterly Performance Summary.

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Second Quarter 2011 compared to Second Quarter 2010

     Consolidated net income available to common shareholders for the second quarter of 2011 of $307 million was up 46.2% compared to $210 million earned during the same period in 2010. On a diluted per common share basis, earnings for the second quarter of 2011 were $0.44, up 46.7% compared to $0.30 for the same period in 2010. BB&T’s results of operations for the second quarter of 2011 produced an annualized return on average assets of 0.83% and an annualized return on average common shareholders’ equity of 7.25% compared to prior year ratios of 0.56% and 5.01%, respectively.

     Total revenues were $2.2 billion for the second quarter of 2011, down $254 million compared to the second quarter of 2010. The decrease in total revenues was primarily due to a decline of $252 million in noninterest income. The decline in noninterest income was primarily the result of a decrease in net securities gains of $221 million compared to the prior year. Noninterest income included $219 million in net securities gains during the second quarter of 2010 compared to a net loss of $2 million in the current quarter. In addition, the second quarter of 2011 included $27 million in losses and writedowns related to commercial loans held for sale in connection with management’s nonperforming asset disposition strategy. Excluding these items, noninterest income was relatively flat compared to the second quarter of 2010. Net interest income was essentially flat as slight declines in average balances were offset by a higher net interest margin. The net interest margin improved 3 basis points compared to the second quarter of 2010, as a result of lower funding costs and higher yields on loans acquired in the Colonial acquisition.

     The provision for credit losses, excluding covered loans, for the second quarter of 2011 declined $339 million, or 52.0%, compared to the second quarter of 2010, as improving credit quality resulted in lower provision expense. The provision for covered loans increased $17 million, which was offset by a corresponding $14 million increase in FDIC loss share income. Net charge-offs for the second quarter of 2011 were $198 million lower than the second quarter of 2010. The current quarter includes $87 million of charge-offs related to the sale of problem residential mortgage loans compared to $148 million in the second quarter of 2010. The level of nonperforming assets, loan delinquencies and the outlook for future credit losses improved significantly during the second quarter of 2011.

     A $91 million provision for income taxes was recorded for the second quarter of 2011 compared to $25 million for the second quarter of 2010. This resulted in an effective tax rate for the second quarter of 2011 of 21.8% compared to 10.0% for the prior year’s second quarter. The increase in the effective tax rate was primarily due to higher levels of pre-tax earnings in 2011 compared to 2010.

Second Quarter 2011 compared to First Quarter 2011

     Consolidated net income available to common shareholders for the second quarter of 2011 of $307 million was up $82 million, or an annualized 146.2% compared to $225 million earned during the first quarter of 2011. On a diluted per common share basis, earnings for the second quarter of 2011 were $0.44, up $0.12, or an annualized 150.4%, compared to the amount earned

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in the first quarter of 2011. BB&T’s results of operations for the second quarter of 2011 produced an annualized return on average assets of 0.83% and an annualized return on average common shareholders’ equity of 7.25% compared to prior quarter ratios of 0.60% and 5.48%, respectively.

     Total revenues were $2.2 billion for the second quarter of 2011, up $142 million compared to the first quarter of 2011. The increase in total revenues was the result of improvements in both net interest income and noninterest income in the second quarter of 2011 compared to the prior quarter. Noninterest income was up $73 million compared to the first quarter of 2011. The increase in noninterest income included a $49 million increase in insurance income and a decrease of $47 million in losses and writedowns on commercial loans held for sale. These increases in noninterest income were partially offset by a decline of $23 million related to the FDIC loss share asset. Fully taxable equivalent net interest income increased $69 million compared to the first quarter of 2011, primarily due to a 14 basis point rise in the net interest margin, which benefitted from lower funding costs and higher yields on covered loans.

     The provision for credit losses, excluding covered loans, for the second quarter of 2011 declined $27 million compared to the first quarter of 2011 due to improving credit trends. The provision for covered loans increased $15 million, which was offset by a corresponding $12 million increase in FDIC loss share income. Net charge-offs for the second quarter of 2011 were $40 million higher than the first quarter of 2011 as the current quarter included $87 million in charge-offs related to the sale of problem residential mortgage loans.

     The provision for income taxes was $91 million for the second quarter of 2011 compared to $53 million for the first quarter of 2011. This produced an effective tax rate for the second quarter of 2011 of 21.8% compared to 18.5% for the prior quarter.

REVENUE, NET OF PROVISION IMPACT											Change			Change
FROM ACQUIRED ASSETS (1)		Q2			Q1			Q2			Q2 11 vs.			Q2 11 vs.
(dollars in millions)		2011			2011			2010			Q1 11			Q2 10
Interest income - loans	$	279		$	266		$	245		$	13		$	34
Interest income - securities		43			37			35			6			8
Total interest income		322			303			280			19			42
Provision for covered loans		(15	)		--			2			(15	)		(17	)
FDIC loss share income, net		(81	)		(58	)		(78	)		(23	)		(3	)
Net revenue after provision for covered loans	$	226		$	245		$	204		$	(19	)	$	22

(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.

Second Quarter 2011 compared to Second Quarter 2010

     Interest income for the second quarter of 2011 on loans and securities acquired in the Colonial acquisition increased $42 million compared to the second quarter of 2010, which is

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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 yield on covered and other acquired loans for the second quarter of 2011 was 19.61% compared to 13.48% in 2010. At June 30, 2011, the accretable yield balance on these loans was $2.5 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.

     The provision for covered loans was $15 million in the current quarter, an increase of $17 million compared to the second quarter of 2010. The second quarter of 2011 reassessment showed decreases in expected cash flows in certain loan pools that resulted in additional provisions that were partially offset by recoveries in other previously impaired loan pools.

FDIC loss share income, net was down slightly compared to the second quarter of 2010.

Second Quarter 2011 compared to First Quarter 2011

     Interest income on loans and securities acquired in the Colonial acquisition increased $19 million in the second quarter of 2011 compared to the first quarter. The yield on covered and other acquired loans for the second quarter of 2011 was 19.61%, up slightly compared to 18.09% in the earlier quarter as a result of the second quarter reassessment.

     The provision for covered loans was $15 million in the second quarter of 2011. This was offset by a corresponding $12 million increase in FDIC loss share income.

     FDIC loss share income, net decreased $23 million primarily as a result of the impact of cash flow reassessments, partially offset by the provision for covered loans.

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NONINTEREST INCOME										% Change		% Change
(dollars in millions)		Q2			Q1			Q2		Q2 11 vs.		Q2 11 vs.
		2011			2011			2010		Q1 11		Q2 10
										(annualized)
Insurance income	$	299		$	250		$	287		78.6		4.2
Service charges on deposits		145			135			164		29.7		(11.6	)
Mortgage banking income		83			95			110		(50.7	)	(24.5	)
Investment banking and brokerage fees and
commissions		90			87			91		13.8		(1.1	)
Checkcard fees		79			72			70		39.0		12.9
Other nondeposit fees and commissions		66			67			63		(6.0	)	4.8
Bankcard fees and merchant discounts		52			46			45		52.3		15.6
Trust and investment advisory revenues		45			43			39		18.7		15.4
Income from bank-owned life insurance		29			30			31		(13.4	)	(6.5	)
FDIC loss share income, net		(81	)		(58	)		(78	)	159.1		3.8
Securities gains (losses), net		(2	)		--			219		NM		(100.9	)
Other income		(18	)		(53	)		(2	)	NM		NM
Total noninterest income	$	787		$	714		$	1,039		41.0		(24.3	)

NM - not meaningful.

Second Quarter 2011 compared to Second Quarter 2010

     Noninterest income was $787 million for second quarter of 2011 compared to $1.0 billion for the second quarter of 2010. Service charges on deposits declined $19 million, or 11.6%, primarily due to changes to BB&T’s overdraft policies implemented during the third quarter of 2010, that were partially in response to regulatory changes. Mortgage banking income declined $27 million, or 24.5%, compared to the same period of 2010. The decrease in mortgage banking income was driven by a $33 million decrease in residential mortgage banking income due to lower volumes and pricing partially offset by a $6 million increase from commercial mortgage banking activities due to improving market conditions. Checkcard fees were up $9 million, or 12.9%, and bankcard fees and merchant discounts were up $7 million, or 15.6%, largely due to higher volumes. Trust and investment advisory revenues benefited from improved market conditions and were up $6 million, or 15.4%, compared to the second quarter of 2010. Net securities gains decreased $221 million compared to the prior year quarter, $208 million from fewer sales during the current quarter and $13 million in higher other-than-temporary impairments. Other income declined $16 million compared to the second quarter of 2010, primarily as a result of $27 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.

Second Quarter 2011 compared to First Quarter 2011

     Noninterest income for the second quarter of 2011 was up $73 million compared to the first quarter of 2011. Insurance income increased $49 million, or an annualized 78.6%, compared to

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the first quarter of 2011, primarily due to a seasonally stronger second quarter. Service charges on deposits increased $10 million, or an annualized 29.7%, primarily due to a combination of higher revenues from overdraft fees and the implementation of new service offerings. Mortgage banking income was down $12 million compared to the prior quarter due to a decline in income from residential mortgage banking activities as a result of fewer sales and lower margins. Checkcard fees were up $7 million, or an annualized 39.0%, and bankcard fees and merchant discounts were up $6 million, or an annualized 52.3%, largely due to higher volumes. FDIC loss share income was down $23 million compared to the first quarter of 2011 primarily as a result of the impact of cash flow reassessments and the provision for covered loans. Other income increased $35 million compared to the first quarter of 2011. The increase in other income includes lower losses and writedowns of $47 million on commercial loans held for sale and $10 million of lower income on trading assets for certain post-employment benefits, which is offset in personnel costs.

NONINTEREST EXPENSE								% Change		% Change
(dollars in millions)		Q2		Q1			Q2	Q2 11 vs.		Q2 11 vs.
		2011		2011			2010	Q1 11		Q2 10
								(annualized)
Personnel expense	$	683	$	694		$	649	(6.4	)	5.2
Foreclosed property expense		145		143			240	5.6		(39.6	)
Occupancy and equipment expense		152		154			158	(5.2	)	(3.8	)
Professional services		84		71			86	73.4		(2.3	)
Regulatory charges		59		61			46	(13.2	)	28.3
Loan processing expenses		49		53			47	(30.3	)	4.3
Amortization of intangibles		25		26			32	(15.4	)	(21.9	)
Software expense		29		26			30	46.3		(3.3	)
Merger-related and restructuring charges, net		2		(2	)		38	NM		(94.7	)
Other expenses		167		146			174	57.7		(4.0	)
Total noninterest expense	$	1,395	$	1,372		$	1,500	6.7		(7.0	)

NM - not meaningful.

Second Quarter 2011 compared to Second Quarter 2010

     Noninterest expense was $1.4 billion for second quarter of 2011, a decrease of $105 million, or 7.0%, compared to the same quarter of 2010. Personnel expense increased $34 million, or 5.2%, compared to the same quarter of last year. This includes an increase of $15 million resulting from incentive expense largely from production-related businesses and an increase of $4 million related to equity-based compensation expense. In addition, personnel expense increased $14 million related to pension and other benefits expense. Foreclosed property expense decreased $95 million, or 39.6%, compared to the same quarter of 2010, largely as a result of decreased losses and write-downs on foreclosed properties. Regulatory charges increased $13 million, or 28.3%, due to higher deposit and supervisory-related costs. Merger-related and restructuring charges for the second quarter of 2011 were down $36 million

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compared to the same period of 2010, as the prior year’s second quarter included charges related to the acquisition of Colonial.

Second Quarter 2011 compared to First Quarter 2011

     Noninterest expense for the second quarter of 2011 was up $23 million, or an annualized 6.7%, compared to the first quarter of 2011. Personnel expense decreased $11 million, or an annualized 6.4%. This includes decreases in expenses related to social security and unemployment taxes, as well as post-employment benefits expenses that are offset by lower noninterest income. These decreases were partially offset by higher salaries and incentive expenses. Professional services increased $13 million, or an annualized 73.4%, due primarily to legal fees and revenue producing business expenses. Other noninterest expense was up $21 million, or an annualized 57.7%, compared to the first quarter of 2011. The increase in other noninterest expense includes an increase of $13 million in operational losses due largely to a recovery received in the prior quarter.

LOANS AND LEASES - average balances							% Change		% Change
(dollars in millions)		Q2		Q1		Q2	Q2 11 vs.		Q2 11 vs.
		2011		2011		2010	Q1 11		Q2 10
							(annualized)
Commercial and industrial	$	33,647	$	33,433	$	31,691	2.6		6.2
Commercial real estate—other		11,287		11,368		12,223	(2.9	)	(7.7	)
Commercial real estate—residential ADC		2,933		3,281		5,165	(42.5	)	(43.2	)
Direct retail lending		13,629		13,672		13,994	(1.3	)	(2.6	)
Sales finance loans		7,184		7,080		6,729	5.9		6.8
Revolving credit loans		2,070		2,082		2,002	(2.3	)	3.4
Residential mortgage loans		18,311		17,926		15,586	8.6		17.5
Specialized lending		8,029		7,797		7,645	11.9		5.0
Other acquired loans		53		57		96	(28.1	)	(44.8	)
Total loans and leases held for investment
(excluding covered loans)		97,143		96,696		95,131	1.9		2.1
Covered loans		5,625		5,927		7,162	(20.4	)	(21.5	)
Total loans and leases held for investment	$	102,768	$	102,623	$	102,293	0.6		0.5

Second Quarter 2011 compared to Second Quarter 2010

     Average loans held for investment for the second quarter of 2011 was $102.8 billion, up $475 million compared to the corresponding period of 2010. Average commercial and industrial loans increased $2.0 billion, or 6.2%, compared to the second 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 43.2% and 7.7%, respectively, compared to second 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 second quarter of 2011 declined $365 million, or 2.6%, 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 $2.7 billion, or 17.5%, compared to the second 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 $455 million, or 6.8%, and $68 million, or 3.4%, respectively compared to the second quarter of 2010. The increase in average sales finance loans reflects improvement in prime automobile lending. In addition, average specialized lending loans increased $384 million, or 5.0%, as the majority of these niche businesses experienced growth. Total average loans held for investment includes a decline of $1.6 billion, or 21.8%, in average covered and other acquired loans compared to the second quarter of 2010.

Second Quarter 2011 compared to First Quarter 2011

     Average loans held for investment for the second quarter of 2011 was up $145 million, or an annualized 0.6%, compared to the first quarter of 2011. Average commercial and industrial loans and leases increased $214 million, or an annualized 2.6%, compared to the first quarter of 2011, 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 42.5% and 2.9%, respectively, compared to first quarter of 2011 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 1.3%, or $43 million, compared to the first quarter of 2011. Demand for home equity loans improved during the current quarter and the end of period balances for direct retail lending were higher as of June 30, 2011, compared to the prior quarter. Average mortgage loans were up $385 million, or an annualized 8.6%, compared to the first quarter of 2011, as management continues to retain certain mortgage loans in the held for investment portfolio. The growth in this portfolio slowed somewhat compared to prior quarters due to lower originations of mortgage loans and the sale of approximately $271 million of problem residential mortgage loans, the majority of which were in nonaccrual status. Average specialized lending loans were up $232 million, or an annualized 11.9%, compared to the first quarter of 2011, largely as a result of growth in small ticket consumer finance lending and improvement in insurance premium financing. Total average loans held for investment includes a decline of $306 million, or an annualized 20.5%, in average covered and other acquired loans compared to the first quarter of 2011.

LOANS HELD FOR SALE - end of period							% Change		% Change
(dollars in millions)		Q2		Q1		Q2	Q2 11 vs		Q2 11 vs.
		2011		2011		2010	Q1 11		Q2 10
							(annualized)
Residential mortgage	$	1,745	$	1,943	$	1,981	(40.9	)	(11.9	)
Commercial mortgage		104		166		63	(149.8	)	65.1
Commercial		116		203		127	(171.9	)	(8.7	)
Total loans held for sale	$	1,965	$	2,312	$	2,171	(60.2	)	(9.5	)

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Second Quarter 2011 compared to Second Quarter 2010

     As of June 30, 2011, loans held for sale totaled $2.0 billion, a decrease of $206 million compared to $2.2 billion at June 30, 2010.

     A total of $1.9 billion in unpaid principal balances in commercial loans were transferred into loans held for sale under the nonperforming asset disposition strategy during 2010. Of this amount, only $232 million remains to be sold at June 30, 2011 with a carrying value of $116 million. The life-to-date loss percentage on commercial loans that were part of this strategy was 52%.

Second Quarter 2011 compared to First Quarter 2011

     As of June 30, 2011, loans held for sale totaled $2.0 billion, a decrease of $347 million compared to $2.3 billion at March 31, 2011. The decrease in loans held for sale compared to the prior quarter includes a reduction of $73 million of commercial loans that were held for sale in connection with management’s nonperforming asset disposition strategy. The decrease also includes $14 million related to a single performing loan that was transferred to loans held for sale in the first quarter of 2011 and sold in early April. Residential mortgages held for sale decreased $198 million compared to the balance at March 31, 2011 due to lower demand for mortgage loans.

DEPOSITS - average balances							% Change		% Change
(dollars in millions)		Q2		Q1		Q2	Q2 11 vs.		Q2 11 vs.
		2011		2011		2010	Q1 11		Q2 10
							(annualized)
Noninterest-bearing deposits	$	22,151	$	20,990	$	19,346	22.2		14.5
Interest checking		4,201		3,594		3,905	67.7		7.6
Other client deposits		56,618		55,909		50,207	5.1		12.8
Client certificates of deposit		20,408		21,081		28,745	(12.8	)	(29.0	)
Total client deposits		103,378		101,574		102,203	7.1		1.1
Other interest-bearing deposits		3,088		4,040		4,857	(94.5	)	(36.4	)
Total deposits	$	106,466	$	105,614	$	107,060	3.2		(0.6	)

Second Quarter 2011 compared to Second Quarter 2010

     Average deposits for the second quarter of 2011 decreased slightly compared to the same period in 2010. 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 second quarter of 2011 compared to the same quarter of 2010 were noninterest-bearing deposits, which increased $2.8 billion, or 14.5%, and other client deposits, which include money market deposit accounts, savings accounts, individual retirement accounts and other time deposits, which increased $6.4 billion, or 12.8%. Other interest-bearing deposits, which are primarily Eurodollar deposits and negotiable

11

certificates of deposits, decreased $1.8 billion and client certificates of deposit decreased $8.3 billion compared to the second quarter of 2010.

Second Quarter 2011 compared to First Quarter 2011

     Average deposits for the second quarter of 2011 increased $852 million, or 3.2% on an annualized basis, compared to the first quarter of 2011. Average client deposits increased $1.8 billion, or an annualized 7.1%, compared to the first quarter of 2011. This included growth of $1.2 billion, or an annualized 22.2%, in noninterest-bearing deposits. In addition, average interest-checking and average other client deposits increased $607 million, or an annualized 67.7%, and $709 million, or an annualized 5.1%, respectively, compared to the first quarter of 2011. These increases were partially offset by a decline of $673 million, or an annualized 12.8%, 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 $1.0 billion compared to the first quarter of 2011. This source of funding is subject to greater volatility as they are used interchangeably with short-term borrowed funds.

CAPITAL RATIOS (1)	2011		2010
	Q2	Q1	Q4	Q3	Q2
Risk-based
Tier 1 (%)	12.3	12.1	11.8	11.7	11.7
Total (%)	16.0	15.8	15.5	15.7	15.8
Leverage (%)	9.5	9.3	9.1	9.3	8.9
Tangible common equity (%) (2)	7.2	7.2	7.1	7.0	7.0
Tier 1 common equity to risk-weighted assets (%) (2)	9.6	9.3	9.1	9.0	8.9

(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 18 of the Quarterly Performance Summary.

     BB&T’s capital levels at June 30, 2011 remained strong. All of BB&T’s capital measurements improved compared to March 31, 2011. The Tier 1 risk-based capital ratio and Tier 1 common equity to risk-weighted assets ratio were 12.3% and 9.6%, respectively, compared to 12.1% and 9.3%, respectively, at March 31, 2011. BB&T declared total dividends of $0.16 during the second quarter of 2011. The $0.16 quarterly dividend reflects a dividend payout ratio of 36% for the current quarter.

12

ASSET QUALITY (1)								Change			Change
(dollars in millions)		Q2		Q1		Q2		Q2 11 vs.			Q2 11 vs.
		2011		2011		2010		Q1 11			Q2 10
Total nonperforming assets	$	3,353	$	3,863	$	4,327	$	(510	)	$	(974	)
Total loans 90 days past due and still accruing		203		263		278		(60	)		(75	)
Total loans 30-89 days past due		1,000		1,099		1,488		(99	)		(488	)
Allowance for loan and lease losses		2,357		2,497		2,706		(140	)		(349	)
Total performing TDRs		1,178		1,309		1,891		(131	)		(713	)
Nonperforming loans and leases as a percentage of total
loans and leases (%)		2.18		2.64		2.97		(0.46	)		(0.79	)
Nonperforming assets as a percentage of total assets (%)		2.18		2.56		2.93		(0.38	)		(0.75	)
Allowance for loan and lease losses as a percentage of
loans and leases held for investment (%)		2.41		2.58		2.84		(0.17	)		(0.43	)
Net charge-offs as a percentage of average loans and
leases (%) annualized		1.80		1.65		2.66		0.15			(0.86	)
Ratio of allowance for loan and lease losses to net
charge-offs (times) annualized		1.32		1.52		1.05		(0.20	)		0.27
Ratio of allowance for loan and lease losses to
nonperforming loans and leases held for
investment (times)		1.14		1.03		0.98		0.11			0.16

(1) Excludes amounts related to covered assets and government guaranteed loans. See footnotes related to Credit Quality beginning on page 12 of the Quarterly Performance Summary for additional information.

     Asset quality improved significantly during the second quarter of 2011. Total nonperforming assets were $3.4 billion at June 30, 2011, a decrease of $510 million, or 13.2%, compared to March 31, 2011 due to a 24.9% decrease of inflows into nonaccrual status and the sale of problem residential mortgage loans. This is the fifth consecutive quarterly decline in nonperforming assets.

     Total performing troubled debt restructurings (“TDRs”), excluding loans guaranteed by the government, were $1.2 billion at June 30, 2011, a decrease of $131 million, or 10.0%, compared to March 31, 2011. Commercial performing TDRs represented the majority of the decrease and were down $120 million compared to the first quarter of 2011.

     In addition, loan delinquencies improved further during the second quarter of 2011. Loans 30-89 days past due and still accruing, excluding loans guaranteed by the government, totaled $1.0 billion at June 30, 2011, a decrease of $99 million, or 9.0%, compared to March 31, 2011 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 $203 million at June 30, 2011, a decrease of $60 million, or 22.8%, compared to March 31, 2011 reflecting the lowest balance since the third quarter of 2007.

13

     Net charge-offs during the second quarter of 2011 were 1.80% of average loans and leases, excluding covered loans, compared to 1.65% during the first quarter of 2011 and 2.66% during the second quarter of 2010. Net charge-offs were $444 million for the second quarter of 2011, which included $87 million related to the sale of problem residential mortgage loan. Excluding the $87 million of net charge-offs for the current quarter, the net charge-offs ratio was 1.46%, or down 19 basis points compared to the first quarter of 2011. The reduction in net charge-offs reflects continued improvement in the loan portfolio and a lower level of problem assets.

     As of June 30, 2011, the allowance for loan and lease losses was 2.41% of total loans and leases held for investment, excluding covered loans, compared to 2.58% at March 31, 2011, and 2.84% at June 30, 2010. The decline in the allowance as a percentage of total loans reflects the improvement in the overall quality of the loan portfolio. The allowance for loan and lease losses was 114% of nonperforming loans and leases held for investment, excluding covered loans, an improvement of 11 basis points compared to 103% at March 31, 2011.

Earnings webcast, presentation and Quarterly Performance Summary

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

     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 second quarter 2011 Quarterly Performance Summary, which contains detailed financial schedules, is available on BB&T’s website at www.BBT.com/financials.html.

About BB&T

     As of June 30, 2011, BB&T is one of the largest financial services holding companies in the U.S. with $159 billion in assets and market capitalization of $18.7 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

#-#-#

     Current quarter capital ratios are preliminary. Credit quality data excludes covered and government guaranteed loans where applicable.

     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

Exhibit 99.2

 

BB&T Corporation
Quarterly Performance Summary
Second Quarter 2011

BB&T Corporation
Quarterly Performance Summary
Table of Contents

	Page
Financial Highlights	1
Financial Highlights - Five Quarter Trend	2
Consolidated Statements of Income	3
Consolidated Statements of Income - Five Quarter Trend	4
Consolidated Balance Sheets	5
Consolidated Balance Sheets - Five Quarter Trend	6
Average Balance Sheets	7
Average Balance Sheets - Five Quarter Trend	8
Average Balances and Rates - Quarters	9
Average Balances and Rates - Year-To-Date	11
Credit Quality	12
Credit Quality - Supplemental Schedules
Supplemental Commercial Real Estate Loan Portfolio Information	15
Supplemental Residential Mortgage Portfolio Information	16
Supplemental Troubled Debt Restructurings Information	17
Capital Information - Five Quarter Trend	18
Selected Items & Additional Information	19
NON-GAAP Reconciliation Table	20

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

		Quarter Ended								Year-to-Date
		June 30					%			June 30					%
		2011			2010		Change			2011			2010		Change
Summary Income Statement
Interest income	$	1,727		$	1,852		(6.7	) %	$	3,440		$	3,665		(6.1	) %
Interest expense		337			460		(26.7	)		729			926		(21.3	)
Net interest income - taxable equivalent		1,390			1,392		(0.1	)		2,711			2,739		(1.0	)
Less: Taxable-equivalent adjustment		36			32		12.5			72			65		10.8
Net interest income		1,354			1,360		(0.4	)		2,639			2,674		(1.3	)
Provision for credit losses		328			650		(49.5	)		668			1,225		(45.5	)
Net interest income after provision for credit losses		1,026			710		44.5			1,971			1,449		36.0
Noninterest income		787			1,039		(24.3	)		1,501			1,883		(20.3	)
Noninterest expense		1,395			1,500		(7.0	)		2,767			2,841		(2.6	)
Income before income taxes		418			249		67.9			705			491		43.6
Provision for income taxes		91			25		NM			144			73		97.3
Net income		327			224		46.0			561			418		34.2
Noncontrolling interest		20			14		42.9			29			20		45.0
Net income available to common shareholders		307			210		46.2			532			398		33.7
Per Common Share Data
Earnings
Basic	$	0.44		$	0.30		46.7	%	$	0.76		$	0.58		31.0	%
Diluted		0.44			0.30		46.7			0.76			0.57		33.3
Cash dividends declared (1)		0.16			0.15		6.7			0.33			0.30		10.0
Book value		24.37			24.07		1.2			24.37			24.07		1.2
Tangible book value (2)		15.95			14.93		6.8			15.95			14.93		6.8
End of period shares outstanding (in thousands)		696,894			692,777		0.6			696,894			692,777		0.6
Weighted average shares (in thousands)
Basic		696,625			692,113		0.7			695,971			691,456		0.7
Diluted		704,969			701,322		0.5			704,583			700,223		0.6
Performance Ratios
Return on average assets		0.83	%		0.56	%				0.72	%		0.52	%
Return on average common shareholders' equity		7.25			5.01					6.38			4.80
Net interest margin - taxable equivalent		4.15			4.12					4.08			4.00
Fee income ratio (3)		40.8			40.8					40.5			39.9
Efficiency ratio (3)		55.8			53.7					56.4			53.1
Credit Quality (including amounts related to covered loans and
covered foreclosed property)
Nonperforming assets as a percentage of
Total assets		2.32	%		2.90	%				2.32	%		2.90	%
Loans and leases plus foreclosed property		3.46			4.24					3.46			4.24
Net charge-offs as a percentage of average
loans and leases		1.71			2.48					1.63			2.16
Allowance for loan and lease losses as a percentage
of loans and leases held for investment		2.43			2.66					2.43			2.66
Ratio of allowance for loan and lease losses to
nonperforming loans and leases held for investment		1.22	X		0.98	X				1.22	X		0.98	X
Average Balances
Total assets	$	157,730		$	159,786		(1.3	) %	$	157,332		$	161,785		(2.8	) %
Total securities (4)		27,060			28,309		(4.4	)		26,065			30,636		(14.9	)
Loans and leases		104,341			103,964		0.4			104,815			104,214		0.6
Deposits		106,466			107,060		(0.6	)		106,042			109,035		(2.7	)
Client deposits		103,378			102,203		1.1			102,481			103,472		(1.0	)
Shareholders' equity		17,072			16,925		0.9			16,874			16,777		0.6
Period-End Balances
Total assets	$	159,310		$	155,083		2.7	%	$	159,310		$	155,083		2.7	%
Total securities (4)		27,961			23,662		18.2			27,961			23,662		18.2
Loans and leases		105,350			104,719		0.6			105,350			104,719		0.6
Deposits		108,064			104,451		3.5			108,064			104,451		3.5
Client deposits		103,560			101,115		2.4			103,560			101,115		2.4
Shareholders' equity		17,049			16,740		1.8			17,049			16,740		1.8
Capital Ratios (5)
Risk-based
Tier 1		12.3	%		11.7	%				12.3	%		11.7	%
Total		16.0			15.8					16.0			15.8
Leverage		9.5			8.9					9.5			8.9
Tangible common equity (2)		7.2			7.0					7.2			7.0
Tier 1 common equity to risk-weighted assets (2)		9.6			8.9					9.6			8.9

Applicable ratios are annualized.
(1)	BB&T Corporation declared a special one-time dividend of $0.01 per common share in the first quarter of 2011.
(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 18 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 19 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.

1

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

		Quarter Ended
		June 30			March 31			Dec. 31			Sept. 30			June 30
		2011			2011			2010			2010			2010
Summary Income Statement
Interest income	$	1,727		$	1,713		$	1,793		$	1,796		$	1,852
Interest expense		337			392			424			449			460
Net interest income - taxable equivalent		1,390			1,321			1,369			1,347			1,392
Less: Taxable-equivalent adjustment		36			36			37			33			32
Net interest income		1,354			1,285			1,332			1,314			1,360
Provision for credit losses		328			340			643			770			650
Net interest income after provision for credit losses		1,026			945			689			544			710
Noninterest income		787			714			964			1,110			1,039
Noninterest expense		1,395			1,372			1,421			1,408			1,500
Income before income taxes		418			287			232			246			249
Provision for income taxes		91			53			15			27			25
Net income		327			234			217			219			224
Noncontrolling interest		20			9			9			9			14
Net income available to common shareholders		307			225			208			210			210
Per Common Share Data
Earnings
Basic	$	0.44		$	0.32		$	0.30		$	0.30		$	0.30
Diluted		0.44			0.32			0.30			0.30			0.30
Cash dividends declared (1)		0.16			0.17			0.15			0.15			0.15
Book value		24.37			23.86			23.67			24.11			24.07
Tangible book value (2)		15.95			15.59			15.43			15.25			14.93
End of period shares outstanding (in thousands)		696,894			696,285			694,381			693,560			692,777
Weighted average shares (in thousands)
Basic		696,625			695,309			693,993			693,017			692,113
Diluted		704,969			704,101			702,781			701,535			701,322
Performance Ratios
Return on average assets		0.83	%		0.60	%		0.54	%		0.56	%		0.56	%
Return on average common shareholders' equity		7.25			5.48			4.88			4.91			5.01
Net interest margin - taxable equivalent		4.15			4.01			4.04			4.09			4.12
Fee income ratio (3)		40.8			40.1			41.8			42.3			40.8
Efficiency ratio (3)		55.8			57.1			55.3			54.1			53.7
Credit Quality (including amounts related to covered
loans and covered foreclosed property)
Nonperforming assets as a percentage of
Total assets		2.32	%		2.69	%		2.73	%		2.81	%		2.90	%
Loans and leases plus foreclosed property		3.46			3.97			3.94			4.11			4.24
Net charge-offs as a percentage of average
loans and leases		1.71			1.56			2.02			3.31			2.48
Allowance for loan and lease losses as a percentage
of loans and leases held for investment		2.43			2.58			2.62			2.56			2.66
Ratio of allowance for loan and lease losses to
nonperforming loans and leases held for investment		1.22	X		1.09	X		1.26	X		1.32	X		0.98	X
Average Balances
Total assets	$	157,730		$	156,931		$	159,464		$	155,666		$	159,786
Total securities (4)		27,060			25,059			25,988			23,277			28,309
Loans and leases		104,341			105,294			105,946			104,755			103,964
Deposits		106,466			105,614			105,592			103,505			107,060
Client deposits		103,378			101,574			99,431			99,914			102,203
Shareholders' equity		17,072			16,673			16,951			17,035			16,925
Period-End Balances
Total assets	$	159,310		$	157,039		$	157,081		$	157,230		$	155,083
Total securities (4)		27,961			26,220			23,169			24,497			23,662
Loans and leases		105,350			104,887			107,264			106,014			104,719
Deposits		108,064			106,913			107,213			106,419			104,451
Client deposits		103,560			103,587			100,044			99,399			101,115
Shareholders' equity		17,049			16,670			16,498			16,787			16,740
Capital Ratios (5)
Risk-based
Tier 1		12.3	%		12.1	%		11.8	%		11.7	%		11.7	%
Total		16.0			15.8			15.5			15.7			15.8
Leverage		9.5			9.3			9.1			9.3			8.9
Tangible common equity (2)		7.2			7.2			7.1			7.0			7.0
Tier 1 common equity to risk-weighted assets (2)		9.6			9.3			9.1			9.0			8.9

Applicable ratios are annualized.
(1)	BB&T Corporation declared a special one-time dividend of $0.01 per common share in the first quarter of 2011.
(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 18 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 19 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.

2

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

		Quarter Ended									Year-to-Date
		June 30				Change					June 30				Change
		2011		2010		$		%			2011		2010		$		%
Interest Income
Interest and fees on loans and leases	$	1,523	$	1,525	$	(2	)	(0.1	) %	$	3,043	$	2,965	$	78		2.6	%
Interest and dividends on securities		163		291		(128	)	(44.0	)		313		627		(314	)	(50.1	)
Interest on other earning assets		4		3		1		33.3			10		6		4		66.7
Total interest income		1,690		1,819		(129	)	(7.1	)		3,366		3,598		(232	)	(6.4	)
Interest Expense
Interest on deposits		152		241		(89	)	(36.9	)		323		500		(177	)	(35.4	)
Interest on federal funds purchased, securities sold under
repurchase agreements and short-term borrowed funds		3		6		(3	)	(50.0	)		7		11		(4	)	(36.4	)
Interest on long-term debt		181		212		(31	)	(14.6	)		397		413		(16	)	(3.9	)
Total interest expense		336		459		(123	)	(26.8	)		727		924		(197	)	(21.3	)
Net interest income		1,354		1,360		(6	)	(0.4	)		2,639		2,674		(35	)	(1.3	)
Provision for credit losses		328		650		(322	)	(49.5	)		668		1,225		(557	)	(45.5	)
Net interest income after provision for credit loss		1,026		710		316		44.5			1,971		1,449		522		36.0
Noninterest income
Insurance income		299		287		12		4.2			549		540		9		1.7
Service charges on deposits		145		164		(19	)	(11.6	)		280		328		(48	)	(14.6	)
Mortgage banking income		83		110		(27	)	(24.5	)		178		199		(21	)	(10.6	)
Investment banking and brokerage fees and commissions		90		91		(1	)	(1.1	)		177		170		7		4.1
Checkcard fees		79		70		9		12.9			151		131		20		15.3
Other nondeposit fees and commissions		66		63		3		4.8			133		128		5		3.9
Bankcard fees and merchant discounts		52		45		7		15.6			98		85		13		15.3
Trust and investment advisory revenues		45		39		6		15.4			88		77		11		14.3
Income from bank-owned life insurance		29		31		(2	)	(6.5	)		59		62		(3	)	(4.8	)
FDIC loss share income, net		(81	)	(78	)	(3	)	3.8			(139	)	(73	)	(66	)	90.4
Securities gains (losses), net		(2	)	219		(221	)	(100.9	)		(2	)	216		(218	)	(100.9	)
Other income, net		(18	)	(2	)	(16	)	NM			(71	)	20		(91	)	NM
Total noninterest income		787		1,039		(252	)	(24.3	)		1,501		1,883		(382	)	(20.3	)
Noninterest Expense
Personnel expense		683		649		34		5.2			1,377		1,295		82		6.3
Foreclosed property expense		145		240		(95	)	(39.6	)		288		418		(130	)	(31.1	)
Occupancy and equipment expense		152		158		(6	)	(3.8	)		306		296		10		3.4
Professional services		84		86		(2	)	(2.3	)		155		158		(3	)	(1.9	)
Regulatory charges		59		46		13		28.3			120		91		29		31.9
Loan processing expenses		49		47		2		4.3			102		82		20		24.4
Amortization of intangibles		25		32		(7	)	(21.9	)		51		64		(13	)	(20.3	)
Software expense		29		30		(1	)	(3.3	)		55		59		(4	)	(6.8	)
Merger-related and restructuring charges, net		2		38		(36	)	(94.7	)		-		55		(55	)	(100.0	)
Other expenses		167		174		(7	)	(4.0	)		313		323		(10	)	(3.1	)
Total noninterest expense		1,395		1,500		(105	)	(7.0	)		2,767		2,841		(74	)	(2.6	)
Earnings
Income before income taxes		418		249		169		67.9			705		491		214		43.6
Provision for income taxes		91		25		66		NM			144		73		71		97.3
Net Income		327		224		103		46.0			561		418		143		34.2
Noncontrolling interest		20		14		6		42.9			29		20		9		45.0
Net income available to common shareholders	$	307	$	210	$	97		46.2	%	$	532	$	398	$	134		33.7	%
Earnings Per Common Share
Basic	$	0.44	$	0.30	$	0.14		46.7	%	$	0.76	$	0.58	$	0.18		31.0	%
Diluted		0.44		0.30		0.14		46.7			0.76		0.57		0.19		33.3
Weighted Average Shares Outstanding
Basic		696,625		692,113		4,512		0.7			695,971		691,456		4,515		0.7
Diluted		704,969		701,322		3,647		0.5			704,583		700,223		4,360		0.6
NM - not meaningful.

3

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

	Quarter Ended
	June 30			March 31			Dec. 31			Sept. 30			June 30
	2011			2011			2010			2010			2010
Interest Income
Interest and fees on loans and leases	$	1,523		$	1,520		$	1,566		$	1,549		$	1,525
Interest and dividends on securities		163			150			185			207			291
Interest on other earning assets		4			6			4			6			3
Total interest income		1,690			1,676			1,755			1,762			1,819
Interest Expense
Interest on deposits		152			171			192			225			241
Interest on federal funds purchased, securities sold under
repurchase agreements and short-term borrowed funds		3			4			6			5			6
Interest on long-term debt		181			216			225			218			212
Total interest expense		336			391			423			448			459
Net interest income		1,354			1,285			1,332			1,314			1,360
Provision for credit losses		328			340			643			770			650
Net interest income after provision for credit loss		1,026			945			689			544			710
Noninterest income
Insurance income		299			250			249			252			287
Service charges on deposits		145			135			143			147			164
Mortgage banking income		83			95			138			184			110
Investment banking and brokerage fees and commissions		90			87			97			85			91
Checkcard fees		79			72			73			70			70
Other nondeposit fees and commissions		66			67			68			74			63
Bankcard fees and merchant discounts		52			46			47			45			45
Trust and investment advisory revenues		45			43			42			40			39
Income from bank-owned life insurance		29			30			31			30			31
FDIC loss share income, net		(81	)		(58	)		-			(43	)		(78	)
Securities gains (losses), net		(2	)		-			99			239			219
Other income, net		(18	)		(53	)		(23	)		(13	)		(2	)
Total noninterest income		787			714			964			1,110			1,039
Noninterest Expense
Personnel expense		683			694			679			642			649
Foreclosed property expense		145			143			162			167			240
Occupancy and equipment expense		152			154			155			157			158
Professional services		84			71			92			84			86
Regulatory charges		59			61			59			61			46
Loan processing expenses		49			53			45			53			47
Amortization of intangibles		25			26			28			30			32
Software expense		29			26			30			28			30
Merger-related and restructuring charges, net		2			(2	)		4			10			38
Other expenses		167			146			167			176			174
Total noninterest expense		1,395			1,372			1,421			1,408			1,500
Earnings
Income before income taxes		418			287			232			246			249
Provision for income taxes		91			53			15			27			25
Net Income		327			234			217			219			224
Noncontrolling interest		20			9			9			9			14
Net income available to common shareholders	$	307		$	225		$	208		$	210		$	210
Earnings Per Common Share
Basic	$	0.44		$	0.32		$	0.30		$	0.30		$	0.30
Diluted		0.44			0.32			0.30			0.30			0.30
Weighted Average Shares Outstanding
Basic		696,625			695,309			693,993			693,017			692,113
Diluted		704,969			704,101			702,781			701,535			701,322

4

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

		As of June 30						Change
		2011			2010			$		%
Assets
Cash and due from banks	$	1,199		$	1,270		$	(71	)	(5.6	) %
Interest-bearing deposits with banks		1,337			931			406		43.6
Federal funds sold and securities purchased under
resale agreements or similar arrangements		250			308			(58	)	(18.8	)
Segregated cash due from banks		19			255			(236	)	(92.5	)
Trading securities at fair value		564			587			(23	)	(3.9	)
Securities available for sale at fair value (1)		19,409			23,662			(4,253	)	(18.0	)
Securities held to maturity		8,552			-			8,552		NM
Loans and leases:
Commercial loans and leases
Commercial and industrial		34,166			32,147			2,019		6.3
Commercial real estate—other		11,134			12,187			(1,053	)	(8.6	)
Commercial real estate—residential ADC (2)		2,689			4,720			(2,031	)	(43.0	)
Direct retail lending		13,679			13,939			(260	)	(1.9	)
Sales finance loans		7,236			6,863			373		5.4
Revolving credit loans		2,091			2,024			67		3.3
Residential mortgage loans		18,372			15,452			2,920		18.9
Specialized lending		8,464			7,954			510		6.4
Other acquired loans		50			85			(35	)	(41.2	)
Total loans and leases held for investment (excluding covered loans)		97,881			95,371			2,510		2.6
Covered loans		5,504			7,177			(1,673	)	(23.3	)
Total loans and leases held for investment		103,385			102,548			837		0.8
Loans held for sale		1,965			2,171			(206	)	(9.5	)
Total loans and leases		105,350			104,719			631		0.6
Allowance for loan and lease losses		(2,516	)		(2,723	)		207		(7.6	)
FDIC loss share receivable		1,446			2,230			(784	)	(35.2	)
Premises and equipment		1,846			1,835			11		0.6
Goodwill		6,016			6,067			(51	)	(0.8	)
Core deposit and other intangible assets		457			569			(112	)	(19.7	)
Residential mortgage servicing rights at fair value		879			665			214		32.2
Other assets (3)		14,502			14,708			(206	)	(1.4	)
Total assets	$	159,310		$	155,083		$	4,227		2.7	%
Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing deposits	$	22,507		$	19,767		$	2,740		13.9	%
Interest checking		3,733			3,760			(27	)	(0.7	)
Other client deposits		56,921			49,989			6,932		13.9
Client certificates of deposit		20,399			27,599			(7,200	)	(26.1	)
Total client deposits		103,560			101,115			2,445		2.4
Other interest-bearing deposits		4,504			3,336			1,168		35.0
Total deposits		108,064			104,451			3,613		3.5
Fed funds purchased, repos and other borrowings		4,842			6,080			(1,238	)	(20.4	)
Long-term debt		23,380			22,086			1,294		5.9
Other liabilities		5,975			5,726			249		4.3
Total liabilities		142,261			138,343			3,918		2.8
Shareholders' equity:
Common stock		3,484			3,464			20		0.6
Additional paid-in capital		5,830			5,720			110		1.9
Retained earnings		8,241			7,729			512		6.6
Accumulated other comprehensive loss		(574	)		(237	)		(337	)	142.2
Noncontrolling interest		68			64			4		6.3
Total shareholders' equity		17,049			16,740			309		1.8
Total liabilities and shareholders' equity	$	159,310		$	155,083		$	4,227		2.7	%

(1)	Includes $1.7 billion and $1.4 billion at June 30, 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 $390 million and $222 million of foreclosed property and other assets covered by FDIC loss sharing agreements at June 30, 2011 and 2010, respectively.

5

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

		As of
	June 30			March 31			Dec. 31			Sept. 30			June 30
	2011			2011			2010			2010			2010
Assets
Cash and due from banks	$	1,199		$	1,030		$	1,127		$	1,225		$	1,270
Interest-bearing deposits with banks		1,337			865			931			944			931
Federal funds sold and securities purchased under
resale agreements or similar arrangements		250			305			327			285			308
Segregated cash due from banks		19			153			309			269			255
Trading securities at fair value		564			730			633			568			587
Securities available for sale at fair value (1)		19,409			17,887			23,169			24,497			23,662
Securities held to maturity		8,552			8,333			-			-			-
Loans and leases:
Commercial loans and leases
Commercial and industrial		34,166			33,587			34,050			32,591			32,147
Commercial real estate—other		11,134			11,277			11,439			11,729			12,187
Commercial real estate—residential ADC		2,689			3,061			3,397			3,811			4,720
Direct retail lending		13,679			13,612			13,749			13,828			13,939
Sales finance loans		7,236			7,121			7,050			6,972			6,863
Revolving credit loans		2,091			2,063			2,127			2,065			2,024
Residential mortgage loans		18,372			18,228			17,550			16,316			15,452
Specialized lending		8,464			7,767			7,953			8,047			7,954
Other acquired loans		50			56			58			69			85
Total loans and leases held for investment (excluding covered loans)		97,881			96,772			97,373			95,428			95,371
Covered loans		5,504			5,803			6,194			6,753			7,177
Total loans and leases held for investment		103,385			102,575			103,567			102,181			102,548
Loans held for sale		1,965			2,312			3,697			3,833			2,171
Total loans and leases		105,350			104,887			107,264			106,014			104,719
Allowance for loan and lease losses		(2,516	)		(2,641	)		(2,708	)		(2,611	)		(2,723	)
FDIC loss share receivable		1,446			1,580			1,922			1,924			2,230
Premises and equipment		1,846			1,830			1,840			1,831			1,835
Goodwill		6,016			6,014			6,008			6,013			6,067
Core deposit and other intangible assets		457			483			508			535			569
Residential mortgage servicing rights at fair value		879			928			830			585			665
Other assets (2)		14,502			14,655			14,921			15,151			14,708
Total assets	$	159,310		$	157,039		$	157,081		$	157,230		$	155,083
Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing deposits	$	22,507		$	21,864		$	20,637		$	20,607		$	19,767
Interest checking		3,733			3,711			4,050			2,225			3,760
Other client deposits		56,921			57,432			54,040			52,795			49,989
Client certificates of deposit		20,399			20,580			21,317			23,772			27,599
Total client deposits		103,560			103,587			100,044			99,399			101,115
Other interest-bearing deposits		4,504			3,326			7,169			7,020			3,336
Total deposits		108,064			106,913			107,213			106,419			104,451
Fed funds purchased, repos and other borrowings		4,842			5,186			5,673			5,820			6,080
Long-term debt		23,380			22,591			21,730			22,111			22,086
Other liabilities		5,975			5,679			5,967			6,093			5,726
Total liabilities		142,261			140,369			140,583			140,443			138,343
Shareholders' equity:
Common stock		3,484			3,481			3,472			3,468			3,464
Additional paid-in capital		5,830			5,794			5,776			5,753			5,720
Retained earnings		8,241			8,042			7,935			7,833			7,729
Accumulated other comprehensive loss		(574	)		(706	)		(747	)		(335	)		(237	)
Noncontrolling interest		68			59			62			68			64
Total shareholders' equity		17,049			16,670			16,498			16,787			16,740
Total liabilities and shareholders' equity	$	159,310		$	157,039		$	157,081		$	157,230		$	155,083

(1)	Includes $1.7 billion, $1.7 billion, $1.5 billion, $1.5 billion and $1.4 billion at June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively, covered by FDIC loss sharing agreements.
(2)	Includes $390 million, $401 million, $360 million, $314 million and $222 million of foreclosed property and other assets covered by FDIC loss sharing agreements at June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively.

6

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

		Quarter Ended									Year-to-Date
		June 30				Change					June 30				Change
		2011		2010		$		%			2011		2010		$		%
Assets
Total securities, at amortized cost (1)
U.S. government-sponsored entities (GSE)	$	106	$	554	$	(448	)	(80.9	) %	$	100	$	1,092	$	(992	)	(90.8	) %
Mortgage-backed securities issued by GSE		22,516		23,080		(564	)	(2.4	)		21,468		24,810		(3,342	)	(13.5	)
States and political subdivisions		1,889		2,077		(188	)	(9.1	)		1,928		2,092		(164	)	(7.8	)
Non-agency mortgage-backed securities		547		1,214		(667	)	(54.9	)		571		1,262		(691	)	(54.8	)
Other securities		745		192		553		NM			748		196		552		NM
Covered securities		1,257		1,192		65		5.5			1,250		1,184		66		5.6
Total securities		27,060		28,309		(1,249	)	(4.4	)		26,065		30,636		(4,571	)	(14.9	)
Other earning assets		2,834		3,101		(267	)	(8.6	)		2,906		2,893		13		0.4
Loans and leases
Commercial loans and leases
Commercial and industrial		33,647		31,691		1,956		6.2			33,540		31,596		1,944		6.2
Commercial real estate—other		11,287		12,223		(936	)	(7.7	)		11,328		12,259		(931	)	(7.6	)
Commercial real estate—residential ADC		2,933		5,165		(2,232	)	(43.2	)		3,105		5,374		(2,269	)	(42.2	)
Direct retail lending		13,629		13,994		(365	)	(2.6	)		13,650		14,079		(429	)	(3.0	)
Sales finance loans		7,184		6,729		455		6.8			7,132		6,568		564		8.6
Revolving credit loans		2,070		2,002		68		3.4			2,077		1,997		80		4.0
Residential mortgage loans		18,311		15,586		2,725		17.5			18,120		15,522		2,598		16.7
Specialized lending		8,029		7,645		384		5.0			7,914		7,562		352		4.7
Other acquired loans		53		96		(43	)	(44.8	)		55		102		(47	)	(46.1	)
Total loans and leases held for investment
(excluding covered loans)		97,143		95,131		2,012		2.1			96,921		95,059		1,862		2.0
Covered loans		5,625		7,162		(1,537	)	(21.5	)		5,775		7,401		(1,626	)	(22.0	)
Total loans and leases held for investment		102,768		102,293		475		0.5			102,696		102,460		236		0.2
Loans held for sale		1,573		1,671		(98	)	(5.9	)		2,119		1,754		365		20.8
Total loans and leases		104,341		103,964		377		0.4			104,815		104,214		601		0.6
Total earning assets		134,235		135,374		(1,139	)	(0.8	)		133,786		137,743		(3,957	)	(2.9	)
Nonearning assets		23,495		24,412		(917	)	(3.8	)		23,546		24,042		(496	)	(2.1	)
Total assets	$	157,730	$	159,786	$	(2,056	)	(1.3	) %	$	157,332	$	161,785	$	(4,453	)	(2.8	) %
Liabilities and Shareholders' Equity
Deposits
Noninterest-bearing deposits	$	22,151	$	19,346	$	2,805		14.5	%	$	21,574	$	18,907	$	2,667		14.1	%
Interest checking		4,201		3,905		296		7.6			3,899		3,826		73		1.9
Other client deposits		56,618		50,207		6,411		12.8			56,266		50,955		5,311		10.4
Client certificates of deposit		20,408		28,745		(8,337	)	(29.0	)		20,742		29,784		(9,042	)	(30.4	)
Total client deposits		103,378		102,203		1,175		1.1			102,481		103,472		(991	)	(1.0	)
Other interest-bearing deposits		3,088		4,857		(1,769	)	(36.4	)		3,561		5,563		(2,002	)	(36.0	)
Total deposits		106,466		107,060		(594	)	(0.6	)		106,042		109,035		(2,993	)	(2.7	)
Fed funds purchased, repos and other borrowings		5,486		9,105		(3,619	)	(39.7	)		6,381		9,653		(3,272	)	(33.9	)
Long-term debt		23,114		21,660		1,454		6.7			22,500		21,441		1,059		4.9
Other liabilities		5,592		5,036		556		11.0			5,535		4,879		656		13.4
Total liabilities		140,658		142,861		(2,203	)	(1.5	)		140,458		145,008		(4,550	)	(3.1	)
Shareholders' equity		17,072		16,925		147		0.9			16,874		16,777		97		0.6
Total liabilities and shareholders' equity	$	157,730	$	159,786	$	(2,056	)	(1.3	) %	$	157,332	$	161,785	$	(4,453	)	(2.8	) %

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.

7

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

		Quarter Ended
		June 30		March 31		Dec. 31		Sept. 30		June 30
		2011		2011		2010		2010		2010
Assets
Total securities, at amortized cost (1)
U.S. government-sponsored entities (GSE)	$	106	$	93	$	52	$	54	$	554
Mortgage-backed securities issued by GSE		22,516		20,409		21,067		18,636		23,080
States and political subdivisions		1,889		1,969		1,987		2,019		2,077
Non-agency mortgage-backed securities		547		595		1,025		1,152		1,214
Other securities		745		750		641		209		192
Covered securities		1,257		1,243		1,216		1,207		1,192
Total securities		27,060		25,059		25,988		23,277		28,309
Other earning assets		2,834		2,978		2,995		2,951		3,101
Loans and leases
Commercial loans and leases
Commercial and industrial		33,647		33,433		32,733		32,174		31,691
Commercial real estate—other		11,287		11,368		11,661		12,052		12,223
Commercial real estate—residential ADC		2,933		3,281		3,650		4,394		5,165
Direct retail lending		13,629		13,672		13,770		13,867		13,994
Sales finance loans		7,184		7,080		7,015		6,906		6,729
Revolving credit loans		2,070		2,082		2,086		2,048		2,002
Residential mortgage loans		18,311		17,926		16,974		15,828		15,586
Specialized lending		8,029		7,797		7,937		8,046		7,645
Other acquired loans		53		57		63		73		96
Total loans and leases held for investment (excluding covered loans)		97,143		96,696		95,889		95,388		95,131
Covered loans		5,625		5,927		6,488		6,957		7,162
Total loans and leases held for investment		102,768		102,623		102,377		102,345		102,293
Loans held for sale		1,573		2,671		3,569		2,410		1,671
Total loans and leases		104,341		105,294		105,946		104,755		103,964
Total earning assets		134,235		133,331		134,929		130,983		135,374
Nonearning assets		23,495		23,600		24,535		24,683		24,412
Total assets	$	157,730	$	156,931	$	159,464	$	155,666	$	159,786
Liabilities and Shareholders' Equity
Deposits
Noninterest-bearing deposits	$	22,151	$	20,990	$	21,027	$	20,099	$	19,346
Interest checking		4,201		3,594		3,682		3,482		3,905
Other client deposits		56,618		55,909		52,578		50,458		50,207
Client certificates of deposit		20,408		21,081		22,144		25,875		28,745
Total client deposits		103,378		101,574		99,431		99,914		102,203
Other interest-bearing deposits		3,088		4,040		6,161		3,591		4,857
Total deposits		106,466		105,614		105,592		103,505		107,060
Fed funds purchased, repos and other borrowings		5,486		7,286		9,446		7,355		9,105
Long-term debt		23,114		21,879		21,890		21,833		21,660
Other liabilities		5,592		5,479		5,585		5,938		5,036
Total liabilities		140,658		140,258		142,513		138,631		142,861
Shareholders' equity		17,072		16,673		16,951		17,035		16,925
Total liabilities and shareholders' equity	$	157,730	$	156,931	$	159,464	$	155,666	$	159,786
Average balances exclude basis adjustments for fair value hedges.
(1)  Total securities include securities available for sale and securities held to maturity.

8

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

		Quarter Ended
		June 30, 2011						March 31, 2011
		(1)		Interest	(2)			(1)		Interest	(2)
		Average		Income/	Yields/			Average		Income/	Yields/
		Balances		Expense	Rates			Balances		Expense	Rates
Assets
Total securities, at amortized cost (3)
U.S. government-sponsored entities (GSE)	$	106	$	-	1.91	%	$	93	$	1	2.41	%
Mortgage-backed securities issued by GSE		22,516		95	1.69			20,409		84	1.65
States and political subdivisions		1,889		28	5.74			1,969		27	5.55
Non-agency mortgage-backed securities		547		8	6.44			595		10	6.38
Other securities		745		3	1.49			750		3	1.56
Covered securities		1,257		43	13.66			1,243		37	12.06
Total securities		27,060		177	2.62			25,059		162	2.59
Other earning assets		2,834		4	0.62			2,978		6	0.80
Loans and leases
Commercial loans and leases
Commercial and industrial		33,647		356	4.25			33,433		359	4.35
Commercial real estate—other		11,287		107	3.79			11,368		108	3.84
Commercial real estate—residential ADC		2,933		26	3.56			3,281		28	3.50
Direct retail lending		13,629		175	5.15			13,672		174	5.17
Sales finance loans		7,184		90	4.99			7,080		91	5.23
Revolving credit loans		2,070		45	8.75			2,082		46	8.90
Residential mortgage loans		18,311		219	4.80			17,926		223	4.97
Specialized lending		8,029		233	11.68			7,797		227	11.76
Other acquired loans		53		5	34.52			57		4	31.68
Total loans and leases held for investment
(excluding covered loans)		97,143		1,256	5.19			96,696		1,260	5.27
Covered loans		5,625		274	19.47			5,927		262	17.96
Total loans and leases held for investment		102,768		1,530	5.97			102,623		1,522	6.00
Loans held for sale		1,573		16	4.01			2,671		23	3.48
Total loans and leases		104,341		1,546	5.94			105,294		1,545	5.94
Total earning assets		134,235		1,727	5.16			133,331		1,713	5.19
Nonearning assets		23,495						23,600
Total assets	$	157,730					$	156,931
Liabilities and Shareholders' Equity
Interest-bearing deposits
Interest checking	$	4,201		3	0.24		$	3,594		2	0.25
Other client deposits		56,618		67	0.48			55,909		74	0.53
Client certificates of deposit		20,408		76	1.50			21,081		87	1.66
Other interest-bearing deposits		3,088		6	0.71			4,040		8	0.84
Total interest-bearing deposits		84,315		152	0.72			84,624		171	0.82
Fed funds purchased, repos and other borrowings		5,486		4	0.22			7,286		5	0.30
Long-term debt		23,114		181	3.14			21,879		216	3.97
Total interest-bearing liabilities		112,915		337	1.19			113,789		392	1.39
Noninterest-bearing deposits		22,151						20,990
Other liabilities		5,592						5,479
Shareholders' equity		17,072						16,673
Total liabilities and shareholders' equity	$	157,730					$	156,931
Average interest-rate spread					3.97						3.80
Net interest income/ net interest margin			$	1,390	4.15	%			$	1,321	4.01	%
Taxable-equivalent adjustment			$	36					$	36

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.

9

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

		Quarter Ended
	December 31, 2010						September 30, 2010						June 30, 2010
	(1)		Interest		(2)		(1)		Interest		(2)		(1)		Interest		(2)
	Average		Income/		Yields/		Average		Income/		Yields/		Average		Income/		Yields/
	Balances		Expense		Rates		Balances		Expense		Rates		Balances		Expense		Rates
Assets
Total securities, at amortized cost (3)
U.S. government-sponsored entities (GSE)	$	52	$	1	4.60	%	$	54	$	-	4.65	%	$	554	$	5	3.68	%
Mortgage-backed securities issued by GSE		21,067		102	1.95			18,636		150	3.22			23,080		217	3.77
States and political subdivisions		1,987		27	5.58			2,019		29	5.55			2,077		28	5.45
Non-agency mortgage-backed securities		1,025		15	5.93			1,152		17	5.90			1,214		18	5.84
Other securities		641		4	1.91			209		1	2.74			192		1	2.43
Covered securities		1,216		50	16.45			1,207		23	7.61			1,192		35	11.65
Total securities		25,988		199	3.07			23,277		220	3.78			28,309		304	4.30
Other earning assets		2,995		4	0.56			2,951		6	0.54			3,101		4	0.57
Loans and leases
Commercial loans and leases
Commercial and industrial		32,733		370	4.48			32,174		364	4.49			31,691		355	4.49
Commercial real estate—other		11,661		111	3.78			12,052		115	3.78			12,223		115	3.79
Commercial real estate—residential ADC		3,650		33	3.60			4,394		38	3.40			5,165		44	3.44
Direct retail lending		13,770		181	5.23			13,867		184	5.26			13,994		185	5.31
Sales finance loans		7,015		97	5.48			6,906		100	5.73			6,729		100	6.01
Revolving credit loans		2,086		46	8.62			2,048		44	8.64			2,002		44	8.69
Residential mortgage loans		16,974		218	5.14			15,828		213	5.39			15,586		215	5.51
Specialized lending		7,937		231	11.53			8,046		229	11.33			7,645		221	11.59
Other acquired loans		63		5	28.84			73		3	18.97			96		3	10.63
Total loans and leases held for investment
(excluding covered loans)		95,889		1,292	5.35			95,388		1,290	5.38			95,131		1,282	5.40
Covered loans		6,488		271	16.59			6,957		258	14.72			7,162		242	13.52
Total loans and leases held for investment		102,377		1,563	6.06			102,345		1,548	6.01			102,293		1,524	5.97
Loans held for sale		3,569		27	3.09			2,410		22	3.56			1,671		20	4.73
Total loans and leases		105,946		1,590	5.96			104,755		1,570	5.96			103,964		1,544	5.95
Total earning assets		134,929		1,793	5.28			130,983		1,796	5.45			135,374		1,852	5.48
Nonearning assets		24,535						24,683						24,412
Total assets	$	159,464					$	155,666					$	159,786
Liabilities and Shareholders' Equity
Interest-bearing deposits
Interest checking	$	3,682		2	0.24		$	3,482		3	0.29		$	3,905		3	0.31
Other client deposits		52,578		76	0.57			50,458		79	0.62			50,207		81	0.65
Client certificates of deposit		22,144		103	1.84			25,875		132	2.02			28,745		144	2.01
Other interest-bearing deposits		6,161		11	0.66			3,591		11	1.18			4,857		13	1.06
Total interest-bearing deposits		84,565		192	0.90			83,406		225	1.07			87,714		241	1.10
Fed funds purchased, repos and other borrowings		9,446		7	0.29			7,355		6	0.32			9,105		7	0.31
Long-term debt		21,890		225	4.10			21,833		218	3.98			21,660		212	3.92
Total interest-bearing liabilities		115,901		424	1.45			112,594		449	1.58			118,479		460	1.56
Noninterest-bearing deposits		21,027						20,099						19,346
Other liabilities		5,585						5,938						5,036
Shareholders' equity		16,951						17,035						16,925
Total liabilities and shareholders' equity	$	159,464					$	155,666					$	159,786
Average interest-rate spread					3.83						3.87						3.92
Net interest income/ net interest margin			$	1,369	4.04	%			$	1,347	4.09	%			$	1,392	4.12	%
Taxable-equivalent adjustment			$	37					$	33					$	32

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.

10

BB&T Corporation
Average Balances and Rates - Year-To-Date
(Dollars in millions) 

		Year-to-Date
		June 30, 2011					June 30, 2010
		(1)	Interest		(2)		(1)	Interest		(2)
		Average	Income/		Yields/		Average	Income/		Yields/
		Balances	Expense		Rates		Balances	Expense		Rates
Assets
Total securities, at amortized cost (3)
U.S. government-sponsored entities (GSE)	$	100	$	1	2.14	%  $	1,092	$	20	3.63	%
Mortgage-backed securities issued by GSE		21,468		179	1.67		24,810		471	3.80
States and political subdivisions		1,928		55	5.65		2,092		56	5.41
Non-agency mortgage-backed securities		571		18	6.41		1,262		37	5.82
Other securities		748		6	1.53		196		2	2.28
Covered securities		1,250		80	12.86		1,184		69	11.62
Total securities		26,065		339	2.60		30,636		655	4.28
Other earning assets		2,906		10	0.71		2,893		7	0.56
Loans and leases
Commercial loans and leases
Commercial and industrial		33,540		715	4.30		31,596		693	4.42
Commercial real estate—other		11,328		215	3.82		12,259		239	3.95
Commercial real estate—residential ADC		3,105		54	3.53		5,374		100	3.75
Direct retail lending		13,650		349	5.16		14,079		372	5.33
Sales finance loans		7,132		181	5.11		6,568		200	6.15
Revolving credit loans		2,077		91	8.82		1,997		88	8.86
Residential mortgage loans		18,120		442	4.88		15,522		428	5.51
Specialized lending		7,914		460	11.72		7,562		432	11.50
Other acquired loans		55		9	33.05		102		6	11.61
Total loans and leases held for investment
(excluding covered loans)		96,921		2,516	5.23		95,059		2,558	5.42
Covered loans		5,775		536	18.70		7,401		404	11.00
Total loans and leases held for investment		102,696		3,052	5.98		102,460		2,962	5.82
Loans held for sale		2,119		39	3.68		1,754		41	4.71
Total loans and leases		104,815		3,091	5.94		104,214		3,003	5.80
Total earning assets		133,786		3,440	5.17		137,743		3,665	5.35
Nonearning assets		23,546					24,042
Total assets	$	157,332				$	161,785
Liabilities and Shareholders' Equity
Interest-bearing deposits
Interest checking	$	3,899		5	0.24	$	3,826		6	0.33
Other client deposits		56,266		141	0.51		50,955		171	0.68
Client certificates of deposit		20,742		163	1.58		29,784		296	2.00
Other interest-bearing deposits		3,561		14	0.78		5,563		27	0.99
Total interest-bearing deposits		84,468		323	0.77		90,128		500	1.12
Fed funds purchased, repos and other borrowings		6,381		9	0.27		9,653		13	0.27
Long-term debt		22,500		397	3.55		21,441		413	3.87
Total interest-bearing liabilities		113,349		729	1.29		121,222		926	1.54
Noninterest-bearing deposits		21,574					18,907
Other liabilities		5,535					4,879
Shareholders' equity		16,874					16,777
Total liabilities and shareholders' equity	$	157,332				$	161,785
Average interest-rate spread					3.88					3.81
Net interest income/ net interest margin			$	2,711	4.08	%		$	2,739	4.00	%
Taxable-equivalent adjustment			$	72				$	65

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
Credit Quality
(Dollars in millions) 

	As of/For the Quarter Ended
	June 30		March 31		Dec. 31		Sept. 30		June 30
	2011		2011		2010		2010		2010
Nonperforming assets (1)
Nonaccrual loans and leases
Commercial loans and leases (7)
Commercial and industrial	$	611	$	594	$	508	$	491	$	637
Commercial real estate—other		467		508		405		328		631
Commercial real estate—residential ADC		460		568		513		454		807
Direct retail lending		172		182		191		216		234
Sales finance loans		7		9		6		6		6
Residential mortgage loans (8)		292		511		466		416		387
Specialized lending		52		55		60		62		68
Total nonaccrual loans and leases held for investment		2,061		2,427		2,149		1,973		2,770
Loans held for sale		116		189		521		826		129
Total nonaccrual loans and leases		2,177		2,616		2,670		2,799		2,899
Foreclosed real estate (2)		1,147		1,211		1,259		1,309		1,391
Other foreclosed property		29		36		42		39		37
Total nonperforming assets (excluding covered assets)	$	3,353	$	3,863	$	3,971	$	4,147	$	4,327
Performing troubled debt restructurings (TDRs) (3)
Commercial loans and leases
Commercial and industrial	$	100	$	125	$	205	$	260	$	303
Commercial real estate—other		153		233		280		300		387
Commercial real estate—residential ADC		105		120		172		316		409
Direct retail lending		143		146		141		131		133
Sales finance loans		6		5		5		-		-
Revolving credit loans		62		62		62		62		60
Residential mortgage loans (9)		570		587		585		566		595
Specialized lending		39		31		26		4		4
Total performing TDRs	$	1,178	$	1,309	$	1,476	$	1,639	$	1,891
Loans 90 days or more past due and still accruing (4)
Commercial loans and leases
Commercial and industrial	$	4	$	6	$	8	$	7	$	5
Commercial real estate—other		4		20		4		3		7
Commercial real estate—residential ADC		-		5		8		10		10
Direct retail lending		59		59		76		69		69
Sales finance loans		21		23		27		27		28
Revolving credit loans		16		18		20		21		20
Residential mortgage loans (10)		90		124		143		137		127
Specialized lending		7		6		6		7		7
Other acquired loans		2		2		3		5		5
Total loans 90 days past due and still accruing (excluding covered loans) (5)	$	203	$	263	$	295	$	286	$	278
Loans 30-89 days past due (4)
Commercial loans and leases
Commercial and industrial	$	72	$	137	$	163	$	213	$	185
Commercial real estate—other		35		54		68		171		118
Commercial real estate—residential ADC		25		40		84		151		128
Direct retail lending		154		166		189		181		188
Sales finance loans		68		67		95		99		95
Revolving credit loans		22		24		28		28		28
Residential mortgage loans (11)		426		444		532		551		519
Specialized lending		198		166		248		242		225
Other acquired loans		-		1		1		2		2
Total loans 30-89 days past due (excluding covered loans) (6)	$	1,000	$	1,099	$	1,408	$	1,638	$	1,488

(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 $348 million, $362 million, $313 million, $276 million and $176 million at June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively, that are covered by FDIC loss sharing agreements.
(3)	Excludes TDRs that are nonperforming totaling $381 million, $479 million, $479 million, $489 million and $480 million at June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 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 $935 million, $1.2 billion, $1.1 billion, $1.3 billion and $1.5 billion at June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively.
(6)	Excludes loans past due 30-89 days that are covered by FDIC loss sharing agreements totaling $308 million, $252 million, $363 million, $329 million and $429 million at June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively.
(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 $231 million in mortgage loans during the second quarter of 2011 in connection with BB&T's NPA disposition strategy.
(9)	Excludes restructured mortgage loans that are government guaranteed totaling $184 million, $148 million, $129 million, $153 million, and $73 million at June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively. Includes mortgage loans held for sale.
(10)	Excludes mortgage loans past due 90 days or more that are government guaranteed totaling $162 million, $187 million, $153 million, $119 million and $82 million at June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively. Includes past due mortgage loans held for sale.
(11)	Excludes mortgage loans past due 30-89 days that are government guaranteed totaling $78 million, $71 million, $83 million, $74 million and $42 million at June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively. Includes past due mortgage loans held for sale.

12

BB&T Corporation
Credit Quality
(Dollars in millions) 

		As of/For the Quarter Ended
	June 30			March 31			Dec. 31			Sept. 30			June 30
	2011			2011			2010			2010			2010
Allowance for credit losses
Beginning balance	$	2,691		$	2,755		$	2,650		$	2,753		$	2,759
Provision for credit losses (excluding covered loans)		313			340			543			743			652
Provision for covered loans		15			-			100			27			(2	)
Charge-offs
Commercial loans and leases (1)
Commercial and industrial		(62	)		(78	)		(103	)		(143	)		(65	)
Commercial real estate—other		(81	)		(68	)		(125	)		(244	)		(47	)
Commercial real estate—residential ADC		(78	)		(71	)		(107	)		(285	)		(165	)
Direct retail lending		(66	)		(78	)		(87	)		(83	)		(82	)
Sales finance loans		(7	)		(10	)		(12	)		(10	)		(10	)
Revolving credit loans		(24	)		(27	)		(28	)		(28	)		(31	)
Residential mortgage loans (2)		(129	)		(54	)		(58	)		(52	)		(207	)
Specialized lending		(43	)		(52	)		(57	)		(56	)		(64	)
Total charge-offs		(490	)		(438	)		(577	)		(901	)		(671	)
Recoveries
Commercial loans and leases (1)
Commercial and industrial		9			4			4			4			4
Commercial real estate—other		6			3			4			-			1
Commercial real estate—residential ADC		7			4			6			4			3
Direct retail lending		8			9			8			7			6
Sales finance loans		3			2			2			2			2
Revolving credit loans		5			5			4			4			4
Residential mortgage loans (2)		1			1			1			1			1
Specialized lending		7			6			10			6			8
Total recoveries		46			34			39			28			29
Net charge-offs		(444	)		(404	)		(538	)		(873	)		(642	)
Other changes		-			-			-			-			(14	)
Ending balance	$	2,575		$	2,691		$	2,755		$	2,650		$	2,753
Allowance for credit losses
Allowance for loan and lease losses (excluding covered loans)	$	2,357		$	2,497		$	2,564		$	2,567		$	2,706
Allowance for covered loans		159			144			144			44			17
Reserve for unfunded lending commitments		59			50			47			39			30
Total	$	2,575		$	2,691		$	2,755		$	2,650		$	2,753
										As of/For the
										Six Months Ended
										June 30
										2011			2010
Allowance for credit losses
Beginning balance										$	2,755		$	2,672
Provision for credit losses (excluding covered loans)											653			1,208
Provision for covered loans											15			17
Charge-offs
Commercial loans and leases (1)
Commercial and industrial											(140	)		(127	)
Commercial real estate—other											(149	)		(101	)
Commercial real estate—residential ADC											(149	)		(273	)
Direct retail lending											(144	)		(168	)
Sales finance loans											(17	)		(26	)
Revolving credit loans											(51	)		(62	)
Residential mortgage loans (2)											(183	)		(284	)
Specialized lending											(95	)		(139	)
Total charge-offs											(928	)		(1,180	)
Recoveries
Commercial loans and leases (1)
Commercial and industrial											13			10
Commercial real estate—other											9			1
Commercial real estate—residential ADC											11			4
Direct retail lending											17			18
Sales finance loans											5			5
Revolving credit loans											10			8
Residential mortgage loans (2)											2			2
Specialized lending											13			15
Total recoveries											80			63
Net charge-offs											(848	)		(1,117	)
Other changes											-			(27	)
Ending balance										$	2,575		$	2,753

(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 $87 million and $141 million in mortgage loans during the second quarters of 2011 and 2010, respectively, in connection with BB&T's NPA disposition strategy.

13

BB&T Corporation
Credit Quality

	As of/For the Quarter Ended
	June 30		March 31		Dec. 31		Sept. 30		June 30
	2011		2011		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	1.24	%	1.29	%	1.65	%	1.86	%	1.83	%
Loans 90 days or more past due and still accruing
as a percentage of total loans and leases	1.08		1.36		1.34		1.53		1.74
Nonperforming loans and leases as a
percentage of total loans and leases	2.07		2.49		2.49		2.64		2.77
Nonperforming assets as a percentage of:
Total assets	2.32		2.69		2.73		2.81		2.90
Loans and leases plus foreclosed property	3.46		3.97		3.94		4.11		4.24
Net charge-offs as a percentage of average loans and leases	1.71		1.56		2.02		3.31		2.48
Allowance for loan and lease losses as a percentage of
loans and leases held for investment	2.43		2.58		2.62		2.56		2.66
Ratio of allowance for loan and lease losses to:
Net charge-offs	1.41	X	1.61	X	1.27	X	0.75	X	1.06	X
Nonperforming loans and leases held for investment	1.22		1.09		1.26		1.32		0.98
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	1.00	%	1.11	%	1.39	%	1.65	%	1.53	%
Loans 90 days or more past due and still accruing
as a percentage of total loans and leases	0.20		0.27		0.29		0.29		0.28
Nonperforming loans and leases as a
percentage of total loans and leases	2.18		2.64		2.64		2.82		2.97
Nonperforming assets as a percentage of:
Total assets	2.18		2.56		2.64		2.76		2.93
Loans and leases plus foreclosed property	3.32		3.85		3.88		4.12		4.37
Net charge-offs as a percentage of average loans and leases (4)	1.80		1.65		2.15		3.54		2.66
Allowance for loan and lease losses as a percentage of
loans and leases held for investment	2.41		2.58		2.63		2.69		2.84
Ratio of allowance for loan and lease losses to:
Net charge-offs	1.32	X	1.52	X	1.20	X	0.74	X	1.05	X
Nonperforming loans and leases held for investment	1.14		1.03		1.19		1.30		0.98
							As of/For the
							Six Months Ended
							June 30
							2011		2010
Asset Quality Ratios
Including covered loans:
Net charge-offs as a percentage of average loans and leases							1.63	%	2.16	%
Ratio of allowance for loan and lease losses to net charge-offs							1.47	X	1.21	X
Excluding covered loans:
Net charge-offs as a percentage of average loans and leases (4)							1.73	%	2.33	%
Ratio of allowance for loan and lease losses to net charge-offs							1.38	X	1.20	X

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 1.46%, 2.07%, 1.80% and 2.06% for the second quarter 2011, and the fourth, third and second quarters of 2010, respectively. The adjusted net charge-off ratio would have been 1.56% and 2.02% for the six months ended June 30, 2011 and 2010, respectively.

14

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 June 30, 2011
	Builder /				Land / Land			Condos /
	Construction				Development			Townhomes			Total ADC
Total loans outstanding	$	721		$	1,829		$	139		$	2,689
Average loan size (in thousands)		208			509			902			373
Average client size (in thousands)		553			819			2,199			745
Nonaccrual loans and leases as a percentage of category		17.26	%		17.02	%		17.38	%		17.11	%
Gross charge-offs as a percentage of category:
Year-to-Date		8.86			10.52			6.17			9.84
Quarter-to-Date		9.59			11.01			12.78			10.71
	As of/For the Period Ended June 30, 2011
				Nonaccrual as a				Gross Charge-Offs as a Percentage of
RESIDENTIAL ACQUISITION, DEVELOPMENT, AND	Total			Percentage of				Outstandings
CONSTRUCTION LOANS (ADC) BY STATE OF ORIGINATION	Outstandings			Outstandings				Year-to-Date			Quarter-to-Date
North Carolina	$	1,195			17.17	%		13.04	%		16.53	%
Virginia		526			6.18			1.46			1.00
South Carolina		238			17.89			8.87			11.60
Georgia		202			17.30			11.93			8.71
Florida		145			25.38			11.90			12.17
Washington, D.C.		95			13.30			19.96			1.29
Tennessee		77			31.20			8.81			9.92
West Virginia		68			62.09			7.17			5.15
Kentucky		64			12.07			3.61			2.12
Maryland		47			3.26			0.34			-
Alabama		32			61.80			7.65			13.91
Total	$	2,689			17.11	%		9.84	%		10.71	%
OTHER COMMERCIAL REAL ESTATE LOANS (3)
	As of/For the Period Ended June 30, 2011
								Permanent
					Commercial			Income			Total Other
	Commercial				Land /			Producing			Commercial
	Construction				Development			Properties			Real Estate
Total loans outstanding	$	870		$	1,197		$	9,074		$	11,141
Average loan size (in thousands)		971			620			507			538
Average client size (in thousands)		1,343			740			771			793
Nonaccrual loans and leases as a percentage of category		3.32	%		10.24	%		3.47	%		4.19	%
Gross charge-offs as a percentage of category:
Year-to-Date		1.10			8.68			2.11			2.79
Quarter-to-Date		1.35			5.50			2.66			2.87
	As of/For the Period Ended June 30, 2011
					Nonaccrual as a			Gross Charge-Offs as a Percentage of
OTHER COMMERCIAL REAL ESTATE LOANS BY STATE OF	Total				Percentage of			Outstandings
ORIGINATION (3)	Outstandings				Outstandings			Year-to-Date			Quarter-to-Date
North Carolina	$	3,399			4.12	%		1.71	%		1.74	%
Virginia		1,867			1.64			0.86			0.75
Georgia		1,630			6.38			5.87			4.81
South Carolina		844			8.32			7.37			12.72
Florida		774			10.24			7.44			5.69
Washington, D.C.		617			1.37			1.65			0.33
Maryland		557			0.91			0.35			0.66
Kentucky		451			1.45			0.23			0.34
West Virginia		430			0.38			0.39			0.07
Tennessee		340			5.17			0.94			0.81
Alabama		109			2.88			0.75			1.42
Other		123			-			-			-
Total	$	11,141			4.19	%		2.79	%		2.87	%

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 June 30, 2011, there were $46 million ADC loans and $45 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.

15

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 June 30, 2011
							Construction /
RESIDENTIAL MORTGAGE LOANS		Prime			ALT-A		Permanent				Subprime (2)		Total
Total loans outstanding	$	15,829		$	1,838		$	486		$	444	$	18,597
Average loan size (in thousands)		193			300			296			59		191
Average refreshed credit score (3)		727			700			723			577		721
Percentage that are first mortgages		100	%		100	%		99	%		81	%	99	%
Average loan to value at origination		74			68			73			74		73
Nonaccrual loans and leases as a percentage of category		1.14			3.21			7.16			7.95		1.66
Gross charge-offs as a percentage of category:
Year-to-Date		1.39			6.11			2.87			5.93		2.07
Quarter-to-Date		1.89			9.75			2.17			7.55		2.85
				As of/For the Period Ended June 30, 2011
							Nonaccrual as a				Gross Charge-Offs as a
				Total			Percentage of				Percentage of Outstandings
RESIDENTIAL MORTGAGE LOANS BY STATE				Outstandings			Outstandings				Year-to-Date		Quarter-to-Date
North Carolina				$	4,544			1.46	%		1.33	%	1.97	%
Virginia					3,121			1.28			1.61		2.22
Florida					2,292			3.21			4.86		6.15
Maryland					1,767			1.28			1.92		2.97
South Carolina					1,736			1.77			2.32		3.52
Georgia					1,658			1.88			2.87		4.04
Kentucky					491			1.07			0.61		1.10
Texas					471			0.04			0.06		0.02
Tennessee					381			1.99			1.40		2.05
West Virginia					375			1.24			0.52		0.65
Alabama					272			0.47			0.93		1.38
Washington, D.C.					230			0.75			1.40		1.92
Missouri					164			0.27			0.46		0.56
Indiana					116			0.35			0.37		0.54
Other					979			2.42			2.00		2.36
Total				$	18,597			1.66	%		2.07	%	2.85	%
SUPPLEMENTAL DIRECT RETAIL 1-4 FAMILY AND LOT/LAND REAL ESTATE PORTFOLIO INFORMATION (4)
				As of/For the Period Ended June 30, 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				$	1,206		$	6,077		$	5,342	$	12,625
Average loan size (in thousands) (5)					57			46			36		41
Average refreshed credit score (6)					723			724			763		747
Percentage that are first mortgages					100	%		79	%		28	%	59	%
Average loan to value at origination					78			63			64		64
Nonaccrual loans and leases as a percentage of category					4.84			1.44			0.45		1.35
Gross charge-offs as a percentage of category:
Year-to-Date					8.38			1.45			1.24		2.06
Quarter-to-Date					7.68			1.34			1.13		1.87
					As of/For the Period Ended June 30, 2011
							Nonaccrual as a				Gross Charge-Offs as a
DIRECT RETAIL 1-4 FAMILY AND LOT/LAND REAL ESTATE LOANS AND					Total		Percentage of				Percentage of Outstandings
LINES BY STATE OF ORIGINATION					Outstandings		Outstandings				Year-to-Date		Quarter-to-Date
North Carolina				$	4,280			1.56	%		2.13	%	1.92	%
Virginia					2,867			0.81			0.92		0.93
South Carolina					1,190			1.80			2.83		2.46
Georgia					1,004			1.54			3.45		3.54
Maryland					810			0.96			1.56		1.31
West Virginia					764			1.14			0.94		0.81
Florida					641			1.86			5.80		4.96
Kentucky					579			1.23			0.96		0.80
Tennessee					345			1.80			2.56		2.48
Washington, D.C.					85			0.89			2.70		1.06
Other					60			0.88			1.11		0.47
Total				$	12,625			1.35	%		2.06	%	1.87	%

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 $317 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 Community Banking 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.

16

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

SUPPLEMENTAL TROUBLED DEBT RESTRUCTURINGS INFORMATION
	As of June 30, 2011
					Past Due 30-89					Past Due 90+
	Current Status				Days					Days			Total
Performing restructurings: (1)
Commercial loans
Commercial and industrial	$	97	97.0	%	$	3	3.0	%	$	-	-	%	$	100
Commercial real estate—other		151	98.7			2	1.3			-	-			153
Commercial real estate—residential ADC		105	100.0			-	-			-	-			105
Direct retail lending		134	93.7			8	5.6			1	0.7			143
Sales finance loans		4	66.7			-	-			2	33.3			6
Revolving credit loans		50	80.6			7	11.3			5	8.1			62
Residential mortgage loans (2)		480	84.2			81	14.2			9	1.6			570
Specialized lending		36	92.3			3	7.7			-	-			39
Total performing restructurings		1,057	89.8			104	8.8			17	1.4			1,178
Nonperforming restructurings (3)		130	34.1			70	18.4			181	47.5			381
Total restructurings	$	1,187	76.1	%	$	174	11.2	%	$	198	12.7	%	$	1,559

(1)	Past due performing restructurings are included in past due disclosures.
(2)	Excludes restructured mortgage loans that are government guaranteed totaling $184 million.
(3)	Nonperforming restructurings are included in nonaccrual loan disclosures.

17

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

	As of / Quarter Ended
	June 30				March 31			Dec. 31			Sept. 30			June 30
	2011				2011			2010			2010			2010
Selected Capital Information (1)
Risk-based capital
Tier 1	$		14,363		$	14,100		$	13,959		$	13,828		$	13,594
Total			18,644			18,389			18,319			18,465			18,327
Risk-weighted assets (2)			116,315			116,484			118,131			117,894			116,073
Average quarterly tangible assets			151,677			151,049			153,349			149,253			153,399
Risk-based capital ratios
Tier 1			12.3	%		12.1	%		11.8	%		11.7	%		11.7	%
Total			16.0			15.8			15.5			15.7			15.8
Leverage capital ratio			9.5			9.3			9.1			9.3			8.9
Equity as a percentage of total assets			10.7			10.6			10.5			10.7			10.8
Book value per common share		$	24.37		$	23.86		$	23.67		$	24.11		$	24.07
Selected Non-GAAP Capital Information (3)
Tangible common equity as a percentage of tangible assets			7.2	%		7.2	%		7.1	%		7.0	%		7.0	%
Tier 1 common equity as a percentage of risk-weighted assets			9.6			9.3			9.1			9.0			8.9
Tangible book value per common share		$	15.95		$	15.59		$	15.43		$	15.25		$	14.93
Calculations of Tier 1 common equity and tangible assets and related measures:
Tier 1 equity	$		14,363		$	14,100		$	13,959		$	13,828		$	13,594
Less:
Qualifying restricted core capital elements			3,249			3,248			3,248			3,255			3,254
Tier 1 common equity	$		11,114		$	10,852		$	10,711		$	10,573		$	10,340
Total assets	$		159,310		$	157,039		$	157,081		$	157,230		$	155,083
Less:
Intangible assets, net of deferred taxes			6,353			6,374			6,391			6,419			6,502
Plus:
Regulatory adjustments, net of deferred taxes			389			572			636			207			187
Tangible assets	$		153,346		$	151,237		$	151,326		$	151,018		$	148,768
Total risk-weighted assets (2)	$		116,315		$	116,484		$	118,131		$	117,894		$	116,073
Tangible common equity as a percentage of tangible assets			7.2	%		7.2	%		7.1	%		7.0	%		7.0	%
Tier 1 common equity as a percentage of risk-weighted assets			9.6			9.3			9.1			9.0			8.9
Tier 1 common equity	$		11,114		$	10,852		$	10,711		$	10,573		$	10,340
Outstanding shares at end of period (in thousands)			696,894			696,285			694,381			693,560			692,777
Tangible book value per common share	$		15.95		$	15.59		$	15.43		$	15.25		$	14.93

(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.

18

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

											Favorable (Unfavorable)
Selected Items											Pre-Tax			After-Tax
Second Quarter 2011
Losses/write-downs related to NPA disposition strategy	Other noninterest income										$	(27	)	$	(17	)
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
	June 30			March 31			Dec. 31				Sept. 30			June 30
	2011			2011			2010				2010			2010
Selected Mortgage Banking Information
Income statement impact of mortgage servicing rights valuation
MSRs fair value increase (decrease)	$	(61	)	$	41			$	191		$	(101	)	$	(234	)
MSRs hedge gains (losses)		59			(39	)			(176	)		132			241
Net	$	(2	)	$	2			$	15		$	31		$	7
Residential mortgage loan originations	$	3,888		$	5,802			$	8,406		$	6,656		$	5,013
Residential mortgage servicing portfolio (1)
Loans serviced for others		65,872			64,894				61,795			60,207			59,322
Bank-owned loans serviced		20,956			21,271				21,396			20,331			18,621
Total servicing portfolio		86,828			86,165				83,191			80,538			77,943
Weighted-average coupon rate		5.14	%		5.17	%			5.26	%		5.37	%		5.43	%
Weighted-average servicing fee		0.344			0.346				0.350			0.354			0.357
Selected Miscellaneous Information
Derivatives notional amount	$	58,060		$	57,160			$	65,386		$	67,201		$	64,187
Fair value of derivatives		(29	)		(77	)			(69	)		277			279
Accumulated comprehensive income related to securities,
net of tax (2)		(128	)		(307	)			(333	)		49			74
Common stock prices
High		27.81			29.60				27.57			28.69			35.72
Low		25.24			25.95				22.15			21.72			26.18
End of period		26.84			27.45				26.29			24.08			26.31
Banking offices		1,778			1,781				1,782			1,790			1,791
ATMs		2,475			2,476				2,481			2,494			2,496
FTEs		31,617			31,365				31,354			31,331			31,603
(1)  Amounts reported are unpaid principal balance. (2)  Includes the impact of the FDIC loss sharing agreements on the covered securities.

19

BB&T Corporation
NON-GAAP Reconciliation Table

	Quarter Ended
	June 30		March 31		Dec. 31		Sept. 30		June 30
NON-GAAP Reconciliation Table	2011		2011		2010		2010		2010
Efficiency ratio - GAAP	64.1	%	67.4	%	60.9	%	57.3	%	61.7	%
Effect of securities gains (losses), net	-		-		2.4		5.6		5.1
Effect of merger-related and restructuring charges, net	(0.1	)	0.1		(0.2	)	(0.4	)	(1.6	)
Effect of losses/write-downs on NPA disposition loans	(0.7	)	(2.1	)	(1.5	)	(0.6	)	-
Effect of FDIC loss share accounting	0.3		-		2.0		0.6		-
Effect of foreclosed property expense	(6.6	)	(7.0	)	(7.1	)	(7.1	)	(10.1	)
Effect of amortization of intangibles	(1.2	)	(1.3	)	(1.2	)	(1.3	)	(1.4	)
Efficiency ratio - reported	55.8		57.1		55.3		54.1		53.7
Fee income ratio - GAAP	36.1	%	35.1	%	41.3	%	45.2	%	42.7	%
Effect of securities gains (losses), net	-		-		(2.5	)	(5.8	)	(5.5	)
Effect of losses/write-downs on NPA disposition loans	0.7		2.2		1.6		0.6		-
Effect of FDIC loss share accounting	4.0		2.8		1.4		2.3		3.6
Fee income ratio - reported	40.8		40.1		41.8		42.3		40.8
							Year-to-Date June 30,
NON-GAAP Reconciliation Table							2011		2010
Efficiency ratio - GAAP							65.7	%	61.5	%
Effect of securities gains (losses), net							-		2.5
Effect of merger-related and restructuring charges, net							-		(1.2	)
Effect of contingency reserve							-		0.3
Effect of losses/write-downs on NPA disposition loans							(1.4	)	-
Effect of Colonial premises and equipment adjustments							-		0.4
Effect of FDIC loss share accounting							0.1		0.2
Effect of foreclosed property expense							(6.8	)	(9.2	)
Effect of amortization of intangibles							(1.2	)	(1.4	)
Efficiency ratio - reported							56.4		53.1
Fee income ratio - GAAP							35.6	%	40.7	%
Effect of securities gains (losses), net							-		(2.9	)
Effect of losses/write-downs on NPA disposition loans							1.5		-
Effect of FDIC loss share accounting							3.4		2.1
Fee income ratio - reported							40.5		39.9

20

EX-99.3