BB&T CORP - FORM 10-Q - August 9, 2010

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file	filename
EX-3.(I) - EXHIBIT 3.(I) - BB&T CORP	dex3i.htm
EX-12 - EXHIBIT 12 - BB&T CORP	dex12.htm
EX-32.1 - EXHIBIT 32.1 - BB&T CORP	dex321.htm
EX-32.2 - EXHIBIT 32.2 - BB&T CORP	dex322.htm
EX-31.2 - EXHIBIT 31.2 - BB&T CORP	dex312.htm
EX-31.1 - EXHIBIT 31.1 - BB&T CORP	dex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended: June 30, 2010

Commission file number: 1-10853

BB&T CORPORATION

(Exact name of registrant as specified in its charter)

North Carolina

56-0939887

(State of Incorporation)

(I.R.S. Employer

Identification No.)

200 West Second Street

27101

Winston-Salem, North Carolina

(Address of Principal Executive Offices)

(Zip Code)

(336) 733-2000

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No ¨

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

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

At July 31, 2010, 692,955,207 shares of the Registrant’s common stock, $5 par value, were outstanding.

BB&T CORPORATION

FORM 10-Q

June 30, 2010

INDEX


		Page No.
Part I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	2

	Notes to Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47

	Executive Summary	51

	Analysis of Financial Condition	52

	Analysis of Results of Operations	70

	Market Risk Management	79

	Capital Adequacy and Resources	82

	Liquidity	84

	Segment Results	84

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	86

Item 4.	Controls and Procedures	86

Part II. OTHER INFORMATION

Item 1.	Legal Proceedings	86

Item 1A.	Risk Factors	86

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	87

Item 6.	Exhibits	87

SIGNATURES		88

EXHIBIT INDEX

Item 1.

Financial Statements

BB&T CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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


	June 30, 2010			December 31, 2009
Assets
Cash and due from banks	$	1,270		$	1,584
Interest-bearing deposits with banks		931			667
Federal funds sold and securities purchased under resale agreements or similar arrangements		308			398
Segregated cash due from banks		255			270
Trading securities at fair value		587			636
Securities available for sale at fair value ($1,369 and $1,201 covered by FDIC loss share at June 30, 2010 and December 31, 2009, respectively)		23,662			33,253
Loans held for sale ($2,044 and $2,551 at fair value at June 30, 2010 and December 31, 2009, respectively)		2,171			2,551
Loans and leases ($7,177 and $8,019 covered by FDIC loss share at June 30, 2010 and December 31, 2009, respectively)		102,548			103,656
Allowance for loan and lease losses		(2,723	)		(2,600	)

Loans and leases, net of allowance for loan and lease losses		99,825			101,056

FDIC loss share receivable		2,230			3,062
Premises and equipment		1,835			1,583
Goodwill		6,067			6,053
Core deposit and other intangible assets		569			640
Residential mortgage servicing rights at fair value		665			832
Other assets ($222 and $215 of foreclosed property and other assets covered by FDIC loss share at June 30, 2010 and December 31, 2009, respectively)		14,708			13,179

Total assets	$	155,083		$	165,764

Liabilities and Shareholders’ Equity
Deposits:
Noninterest-bearing deposits	$	19,767		$	18,945
Interest checking		3,760			3,420
Other client deposits		49,989			52,097
Client certificates of deposit		27,599			32,298
Other interest-bearing deposits		3,336			8,205

Total deposits		104,451			114,965

Federal funds purchased, securities sold under repurchase agreements and short-term borrowed funds		6,080			8,106
Long-term debt		22,086			21,376
Accounts payable and other liabilities		5,726			5,076

Total liabilities		138,343			149,523

Commitments and contingencies (Note 13)
Shareholders’ equity:
Preferred stock, liquidation preference of $1,000,000 per share		—			—
Common stock, $5 par		3,464			3,449
Additional paid-in capital		5,720			5,620
Retained earnings		7,729			7,539
Accumulated other comprehensive loss, net of deferred income taxes of $(147) at June 30, 2010 and $(257) at December 31, 2009		(237	)		(417	)
Noncontrolling interest		64			50

Total shareholders’ equity		16,740			16,241

Total liabilities and shareholders’ equity	$	155,083		$	165,764

Common shares outstanding		692,777			689,750
Common shares authorized		2,000,000			1,000,000
Preferred shares authorized		5,000			5,000

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

BB&T CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

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


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2010			2009			2010			2009
Interest Income
Interest and fees on loans and leases	$	1,525		$	1,336		$	2,965		$	2,658
Interest and dividends on securities		291			299			627			651
Interest on other earning assets		3			5			6			10

Total interest income		1,819			1,640			3,598			3,319

Interest Expense
Interest on deposits		241			320			500			666
Interest on federal funds purchased, securities sold under repurchase agreements and short-term borrowed funds		6			17			11			40
Interest on long-term debt		212			165			413			329

Total interest expense		459			502			924			1,035

Net Interest Income		1,360			1,138			2,674			2,284
Provision for credit losses		650			701			1,225			1,377

Net Interest Income After Provision for Credit Losses		710			437			1,449			907

Noninterest Income
Insurance income		287			281			540			533
Service charges on deposits		164			168			328			324
Mortgage banking income		110			184			199			372
Investment banking and brokerage fees and commissions		91			92			170			174
Other nondeposit fees and commissions		63			53			128			106
Checkcard fees		70			57			131			106
Bankcard fees and merchant discounts		45			39			85			74
Trust and investment advisory revenues		39			33			77			65
Income from bank-owned life insurance		31			25			62			48
FDIC loss share income, net		(78	)		—			(73	)		—
Other income		(2	)		42			20			53
Securities gains, net
Realized gains, net		224			20			227			206
Other-than-temporary impairments		(37	)		(78	)		(49	)		(114	)
Less non-credit portion recognized in other comprehensive income		32			77			38			77

Total securities gains, net		219			19			216			169

Total noninterest income		1,039			993			1,883			2,024

Noninterest Expense
Personnel expense		649			623			1,295			1,223
Foreclosed property expense		240			60			418			96
Occupancy and equipment expense		158			128			296			257
Professional services		86			64			158			117
Regulatory charges		46			106			91			139
Loan processing expenses		47			34			82			63
Amortization of intangibles		32			24			64			49
Merger-related and restructuring charges, net		38			(1	)		55			11
Other expenses		204			143			382			295

Total noninterest expense		1,500			1,181			2,841			2,250

Earnings
Income before income taxes		249			249			491			681
Provision for income taxes		25			41			73			155

Net income		224			208			418			526

Noncontrolling interest		14			4			20			10
Dividends and accretion on preferred stock		—			83			—			124

Net income available to common shareholders	$	210		$	121		$	398		$	392

Earnings Per Common Share
Basic	$	.30		$	.20		$	.58		$	.67

Diluted	$	.30		$	.20		$	.57		$	.67

Cash dividends declared	$	.15		$	.15		$	.30		$	.62

Weighted Average Shares Outstanding
Basic		692,113			602,726			691,456			581,382

Diluted		701,322			608,797			700,223			586,256

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

BB&T CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited)

For the Six Months Ended June 30, 2010 and 2009

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


	Shares of Common Stock	Preferred Stock			Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest			Total Shareholders’ Equity
Balance, January 1, 2009	559,248	$	3,082		$	2,796	$	3,510	$	7,381		$	(732	)	$	44		$	16,081

Add (Deduct):
Comprehensive income (loss):
Net income	—		—			—		—		516			—			10			526
Net change in other comprehensive income (loss)	—		—			—		—		—			2			—			2

Total comprehensive income (loss) (Note 10)	—		—			—		—		516			2			10			528

Stock issued:
In purchase acquisitions	96		—			1		1		—			—			—			2
In connection with stock option exercises and other employee benefits, net of cancellations	100		—			—		—		—			—			—			—
In connection with dividend reinvestment plan	2,374		—			12		38		—			—			—			50
In common stock offering	86,250		—			431		1,242		—			—			—			1,673
Redemption of preferred stock	—		(3,134	)		—		—		—			—			—			(3,134	)
Cash dividends declared on common stock, $.62 per share	—		—			—		—		(363	)		—			—			(363	)
Cash dividends accrued on preferred stock	—		—			—		—		(73	)		—			—			(73	)
Equity-based compensation expense	—		—			—		36		—			—			—			36
Other, net	—		52			—		1		(52	)		—			(9	)		(8	)

Balance, June 30, 2009	648,068	$	—		$	3,240	$	4,828	$	7,409		$	(730	)	$	45		$	14,792

Balance, January 1, 2010	689,750	$	—		$	3,449	$	5,620	$	7,539		$	(417	)	$	50		$	16,241

Add (Deduct):
Comprehensive income (loss):
Net income	—		—			—		—		398			—			20			418
Net change in other comprehensive income (loss)	—		—			—		—		—			180			—			180

Total comprehensive income (loss) (Note 10)	—		—			—		—		398			180			20			598

Stock issued:
In purchase acquisitions	57		—			—		2		—			—			—			2
In connection with stock option exercises and other employee benefits, net of cancellations	1,596		—			8		26		—			—			—			34
In connection with dividend reinvestment plan	515		—			3		13		—			—			—			16
In connection with 401(k) plan	859		—			4		22		—			—			—			26
Cash dividends declared on common stock, $.30 per share	—		—			—		—		(208	)		—			—			(208	)
Equity-based compensation expense	—		—			—		37		—			—			—			37
Other, net	—		—			—		—		—			—			(6	)		(6	)

Balance, June 30, 2010	692,777	$	—		$	3,464	$	5,720	$	7,729		$	(237	)	$	64		$	16,740

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

BB&T CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in millions)


	For the Six Months Ended June 30,
	2010			2009
Cash Flows From Operating Activities:
Net income	$	418		$	526
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for credit losses		1,225			1,377
Depreciation		130			109
Amortization of intangibles		64			49
Equity-based compensation		37			36
Discount accretion and premium amortization on long-term debt, net		18			33
Gain on sales of securities, net		(216	)		(169	)
Net decrease (increase) in trading securities		49			(146	)
Net decrease (increase) in loans held for sale		509			(2,534	)
Net decrease in FDIC loss share receivable		703			—
Net increase in other assets		(1,638	)		(1,212	)
Net increase (decrease) in accounts payable and other liabilities		514			(3,576	)
Decrease in segregated cash due from banks		15			112
Other, net		245			58

Net cash provided by (used in) operating activities		2,073			(5,337	)

Cash Flows From Investing Activities:
Proceeds from sales of securities available for sale		14,087			13,628
Proceeds from maturities, calls and paydowns of securities available for sale		3,013			4,492
Purchases of securities available for sale		(6,588	)		(16,349	)
Originations and purchases of loans and leases, net of principal collected		(879	)		(117	)
Net cash paid for divestitures		(832	)		—
Net cash paid in business combinations		(6	)		(700	)
Purchases of premises and equipment		(326	)		(82	)
Proceeds from sales of foreclosed property or other real estate held for sale		451			151
Other, net		21			2

Net cash provided by investing activities		8,941			1,025

Cash Flows From Financing Activities:
Net (decrease) increase in deposits		(9,618	)		3,565
Net (decrease) increase in federal funds purchased, securities sold under repurchase agreements and short-term borrowed funds		(2,027	)		1,843
Proceeds from issuance of long-term debt		500			1,058
Repayment of long-term debt		(25	)		(705	)
Net proceeds from common stock issued		76			1,723
Retirement of preferred stock		—			(3,134	)
Cash dividends paid on common stock		(207	)		(526	)
Cash dividends paid on preferred stock		—			(93	)
Other, net		147			75

Net cash (used in) provided by financing activities		(11,154	)		3,806

Net Decrease in Cash and Cash Equivalents		(140	)		(506	)
Cash and Cash Equivalents at Beginning of Period		2,649			2,740

Cash and Cash Equivalents at End of Period	$	2,509		$	2,234

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	927		$	1,032
Income taxes		782			393
Noncash investing and financing activities:
Transfers of loans to foreclosed property		721			831

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

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

NOTE 1. Basis of Presentation

General

In the opinion of management, the accompanying unaudited Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated Statements of Changes in Shareholders’ Equity, and Consolidated Statements of Cash Flows of BB&T Corporation and subsidiaries (referred to herein as “BB&T”, the “Corporation” or the “Company”), are fair statements of BB&T’s financial position at June 30, 2010 and December 31, 2009, BB&T’s results of operations for the three and six month periods ended June 30, 2010 and 2009, and BB&T’s changes in shareholders’ equity and cash flows for the six month periods ended June 30, 2010 and 2009. In the opinion of management, all normal recurring adjustments necessary for a fair statement of the interim period results have been made.

These consolidated financial statements and notes are presented in accordance with the instructions for Form 10-Q. The information contained in the financial statements and footnotes included in BB&T’s Annual Report on Form 10-K for the year ended December 31, 2009 should be referred to in connection with these unaudited interim consolidated financial statements.

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

Nature of Operations

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

Principles of Consolidation

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

BB&T holds investments in certain legal entities that are considered variable interest entities (“VIE’s”). VIE’s are legal entities in which equity investors do not have sufficient equity at risk for the entity to independently finance its activities, or as a group, the holders of the equity investment at risk lack the power through voting or similar rights to direct the activities of the entity that most significantly impact its economic performance, or do not have the obligation to absorb the expected losses of the entity or the right to receive expected residual returns of the entity. Consolidation of a VIE is considered appropriate if a reporting entity holds a controlling financial interest in the VIE.

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

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

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

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

Reclassifications

Investments in Federal Home Loan Bank (“FHLB”) stock have been reclassified from securities available for sale to other assets in all periods presented. In certain other instances, amounts reported in prior periods’ consolidated financial statements have been reclassified to conform to the current presentation. Such reclassifications had no effect on previously reported cash flows, shareholders’ equity or net income.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change include the determination of the allowance for loan and lease losses and the reserve for unfunded lending commitments, determination of fair value for financial instruments, valuation of goodwill, intangible assets and other purchase accounting related adjustments, benefit plan obligations and expenses, and tax assets, liabilities and expense.

Changes in Accounting Principles and Effects of New Accounting Pronouncements

In June 2009, the FASB issued new guidance impacting Transfers and Servicing. The objective of this guidance is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. This guidance is effective for financial asset transfers occurring after December 31, 2009. The adoption of this guidance was not material to BB&T’s consolidated financial statements.

In June 2009, the FASB issued new guidance impacting Consolidation of variable interest entities. The objective of this guidance is to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. This guidance was effective as of January 1, 2010. The adoption of this guidance was not material to BB&T’s consolidated financial statements.

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

In February 2010, the FASB issued new guidance impacting Fair Value Measurements and Disclosures. The new guidance requires a gross presentation of purchases and sales of Level 3 activities and adds a new requirement to disclose transfers in and out of Level 1 and Level 2 measurements. The guidance related to the transfers between Level 1 and Level 2 measurements was effective for BB&T on January 1, 2010. The guidance that requires increased disaggregation of the level 3 activities is effective for BB&T on January 1, 2011. The new disclosures required by this guidance are included in Note 14 to these consolidated financial statements.

In March 2010, the FASB issued new guidance impacting Receivables. The new guidance clarifies that a modification to a loan that is part of a pool of loans that were acquired with deteriorated credit quality should not result in the removal of the loan from the pool. This guidance is effective for any modifications of loans accounted for within a pool in the first interim or annual reporting period ending after July 15, 2010. The adoption of this guidance is not expected to be material to BB&T’s consolidated financial statements.

In July 2010, the FASB issued new guidance impacting Receivables. The new guidance requires additional disclosures that will allow users to understand the nature of credit risk inherent in a company’s loan portfolios, how that risk is analyzed and assessed in arriving at the allowance for credit losses, and changes and reasons for those changes in the allowance for credit losses. The new disclosures that relate to information as of the end of the reporting period is effective as of December 31, 2010, whereas the disclosures related to activity that occurred during the reporting periods is effective January 1, 2011.

NOTE 2. Business Combinations

Financial Institution Acquisitions

On August 14, 2009, Branch Bank entered into a purchase and assumption agreement with the Federal Deposit Insurance Corporation (“FDIC”) to acquire certain assets and assume substantially all of the deposits and certain liabilities of Colonial Bank, an Alabama state-chartered bank headquartered in Montgomery, Alabama (“Colonial”). As further discussed in BB&T’s Annual Report on Form 10-K for the year ended December 31, 2009, BB&T entered into loss sharing agreements with the FDIC related to certain loans, securities and other assets.

Branch Bank did not immediately acquire the real estate, banking facilities, furniture or equipment of Colonial as part of the purchase and assumption agreement. However, under the terms of the agreement, Branch Bank had the option through February 1, 2010 to acquire these assets from the FDIC at their fair market value as of the acquisition date. Prior to the exercise of this option, these banking facilities and equipment were leased from the FDIC on a month-to-month basis. During the first quarter, Branch Bank purchased real estate, banking facilities, furniture and equipment from the FDIC at a cost of approximately $210 million.

Branch Bank also had an option through February 1, 2010 to assume or repudiate certain lease agreements of Colonial. The repudiation or assumption of these lease agreements was finalized prior to the expiration of this option. The process to determine the fair value of the assumed lease obligations continued into the second quarter of 2010 during which BB&T recorded approximately $28 million of capital leases.

On January 15, 2010, BB&T sold certain Nevada branch locations and approximately $850 million in deposits that were acquired from Colonial.

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

NOTE 3. Securities

The amortized cost and approximate fair values of securities available for sale were as follows:


	June 30, 2010
	Amortized Cost		Gross Unrealized				Fair Value
	Amortized Cost		Gains		Losses		Fair Value
	(Dollars in millions)
Securities available for sale:
U.S. government-sponsored entities (GSE)	$	56	$	4	$	—	$	60
Mortgage-backed securities issued by GSE		18,637		425		2		19,060
States and political subdivisions		2,132		67		166		2,033
Non-agency mortgage-backed securities		1,188		—		234		954
Equity and other securities		174		14		2		186
Covered securities		1,199		178		8		1,369

Total securities available for sale	$	23,386	$	688	$	412	$	23,662


	December 31, 2009
	Amortized Cost		Gross Unrealized				Fair Value
	Amortized Cost		Gains		Losses		Fair Value
	(Dollars in millions)
Securities available for sale:
U.S. government-sponsored entities (GSE)	$	2,090	$	5	$	60	$	2,035
Mortgage-backed securities issued by GSE		26,649		231		210		26,670
States and political subdivisions		2,176		56		125		2,107
Non-agency mortgage-backed securities		1,339		—		317		1,022
Equity and other securities		196		22		—		218
Covered securities		1,166		47		12		1,201

Total securities available for sale	$	33,616	$	361	$	724	$	33,253

As of June 30, 2010, the fair value of covered securities included $1.1 billion of non-agency mortgage-backed securities and $309 million of municipal securities. As of December 31, 2009, the fair value of covered securities included $896 million of non-agency mortgage-backed securities and $305 million of municipal securities. All covered securities were acquired from Colonial and are covered by one of the FDIC loss share agreements, as further discussed in BB&T’s Annual Report on Form 10-K for the year ended December 31, 2009.

At June 30, 2010 and December 31, 2009, securities with carrying value of approximately $17.1 billion and $20.7 billion were pledged to secure municipal deposits, securities sold under agreements to repurchase, other borrowings, and for other purposes as required or permitted by law.

BB&T had certain investments in marketable debt securities and mortgage-backed securities issued by the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) that exceeded ten percent of shareholders’ equity at June 30, 2010. The Fannie Mae investments had total amortized cost and fair values of $12.6 billion and $12.9 billion, respectively, at June 30, 2010, while Freddie Mac investments had total amortized cost and fair values of $5.0 billion and $5.1 billion, respectively.

At June 30, 2010 and December 31, 2009, non-agency mortgage-backed securities primarily consisted of residential mortgage-backed securities.

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

The gross realized gains and losses and other than temporary impairments recognized in income during the three and six months ended June 30, 2010 and 2009 are reflected in the following table:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2010			2009			2010			2009
	(Dollars in millions)
Gross gains	$	226		$	20		$	231		$	206
Gross losses		(2	)		—			(4	)		—

Net realized gains/(losses)		224			20			227			206

Other than temporary impairment (OTTI) recognized in net income		(5	)		(1	)		(11	)		(37	)

Net securities gains/(losses)	$	219		$	19		$	216		$	169

The amortized cost and estimated fair value of the securities portfolio at June 30, 2010, by contractual maturity, are shown in the accompanying table. The expected life of mortgage-backed securities will differ from contractual maturities because borrowers may have the right to prepay the underlying mortgage loans with or without prepayment penalties. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been included in maturity groupings based on the contractual maturity.


	June 30, 2010
	Available for Sale
	Amortized Cost		Fair Value
	(Dollars in millions)
Debt Securities:
Due in one year or less	$	67	$	68
Due after one year through five years		70		75
Due after five years through ten years		568		590
Due after ten years		22,503		22,739

Total debt securities		23,208		23,472
Total securities with no stated maturity		178		190

Total securities	$	23,386	$	23,662

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


	June 30, 2010
	Less than 12 months				12 months or more				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(Dollars in millions)
Securities:
Mortgage-backed securities issued by GSE	$	220	$	2	$	—	$	—	$	220	$	2
States and political subdivisions		238		96		271		70		509		166
Non-agency mortgage-backed securities		—		—		938		234		938		234
Equity and other securities		32		2		—		—		32		2
Covered securities		50		8		—		—		50		8

Total	$	540	$	108	$	1,209	$	304	$	1,749	$	412

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010


	December 31, 2009
	Less than 12 months				12 months or more				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(Dollars in millions)
Securities:
U.S. government-sponsored entities (GSE)	$	1,843	$	60	$	—	$	—	$	1,843	$	60
Mortgage-backed securities issued by GSE		16,338		210		114		—		16,452		210
States and political subdivisions		409		65		274		60		683		125
Non-agency mortgage-backed securities		181		66		825		251		1,006		317
Equity and other securities		13		—		1		—		14		—
Covered securities		94		12		—		—		94		12

Total	$	18,878	$	413	$	1,214	$	311	$	20,092	$	724

BB&T periodically evaluates available-for-sale securities for other-than-temporary impairment. Based on its evaluations during the second quarter of 2010, BB&T recognized $37 million of other-than-temporary impairments which related to non-agency mortgage-backed securities, and of that amount $5 million was recognized in net income and $32 million was recorded in other comprehensive income. Based on its evaluations during the second quarter of 2009, BB&T recorded $1 million of other-than-temporary impairments in net income related to certain debt and equity securities.

On June 30, 2010, BB&T held certain investment securities having continuous unrealized loss positions for more than 12 months. As of June 30, 2010, the unrealized losses on these securities totaled $304 million. All of these losses were in non-agency mortgage-backed and municipal securities. At June 30, 2010, all of the available-for-sale debt securities in an unrealized loss position, excluding those covered by FDIC loss sharing agreements, were investment grade with the exception of (a) bonds with an amortized cost of $3 million from one issuer of auction rate securities; (b) two municipal bonds with an amortized cost of $8 million; (c) sixteen non-agency mortgage-backed securities with an amortized cost of $923 million and (d) one non-agency commercial mortgage-backed security with an amortized cost of $25 million. At June 30, 2010, the total unrealized loss on these non-investment grade securities was $224 million. All of the non-investment grade securities referenced above were initially investment grade and have been downgraded since purchase. BB&T evaluated all of its debt securities for credit impairment. Based on its evaluation at June 30, 2010, BB&T determined that certain of the non-investment grade non-agency mortgage-backed securities had credit losses evident and recognized other-than-temporary impairments related to these securities. The decline in fair value related to credit losses was recognized in net income. BB&T’s evaluation of the other debt securities with continuous unrealized losses indicated that there were no credit losses evident. Furthermore, as of the date of the evaluation, BB&T did not intend to sell, and it was more likely than not that the Company would not be required to sell, these debt securities before the anticipated recovery of the amortized cost basis. See the “Summary Analysis Supporting Conclusions” section below for further details regarding BB&T’s below investment grade securities with significant unrealized losses.

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

Factors considered in determining whether a loss is temporary include:

•

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

•

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

•

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

•

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

•

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

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

•

Whether the financial condition of the issuer has deteriorated;

•

The seniority of the security;

•

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

•

Any other relevant available information.

For certain U.S. mortgage-backed securities (and in particular for non-agency Alt-A, Prime and other mortgage-backed securities that have significant unrealized losses as a percentage of amortized cost), credit impairment is assessed using a cash flow model that estimates the cash flows on the underlying mortgage pools, using security-specific structure information. The model estimates cash flows from the underlying mortgage loan pools and distributes those cash flows to the various tranches of securities, considering the transaction structure and any subordination and credit enhancements that exist in each structure. The cash flow model projects the remaining cash flows using a number of assumptions, including default rates, prepayment rates and recovery rates (on foreclosed properties).

Management reviews the result of the cash flow model, internal credit analysis and other market observable information in its estimation of possible future credit losses. If management does not expect to recover the entire amortized cost basis of a mortgage-backed security, the Company records other-than-temporary impairment equal to the amount of expected credit losses in the mortgage-backed security. The remaining amount of unrealized loss is recognized as a component of other comprehensive income.

Where a mortgage-backed security is not deemed to be credit impaired, management performs additional analysis to assess whether it intends to sell and it is more likely than not that the Company will be required to sell these debt securities before anticipated recovery of the amortized cost basis. In making this determination, BB&T considers its expected liquidity and capital needs, including its asset/liability management needs, forecasts, strategies and other relevant information.

Summary Analysis Supporting Conclusions

The following table presents a detailed analysis of non-investment grade securities with significant unrealized losses that are not covered by a loss sharing arrangement, as the majority of potential losses related to covered securities would be reimbursed by the FDIC. The expected underlying collateral losses represent losses on the underlying mortgage pools supporting BB&T’s tranche. The benefits from subordination represent the amount of the expected losses the subordinate security holders are obligated to absorb prior to BB&T incurring a loss.

Non-investment grade securities with significant unrealized losses

As of June 30, 2010

(Dollars in millions)


Security	Amortized Cost		Fair Value		Unrealized Loss			Moody’s	Credit Rating S&P	Fitch	Expected Underlying Collateral Losses		Benefit of Subordination
Securities with other-than-temporary impairment losses:
RMBS 1	$	57	$	47	$	(10	)		CCC	CC	$	2	$	2
RMBS 2		117		102		(15	)		CCC	CCC		4		3
RMBS 3		150		121		(29	)	Caa3	CC			9		2
RMBS 4		52		33		(19	)	Caa2		C		3		2
RMBS 5		59		33		(26	)	Caa1	CC	CC		2		2
RMBS 6		45		35		(10	)	Caa2	CC			2		1

Securities without other-than-temporary impairment losses (1):
RMBS 7		108		71		(37	)	Caa2	CC			7		7
RMBS 8		115		70		(45	)		CCC	CCC		6		6

(1)	Additional benefits of subordination are available in excess of the expected underlying collateral losses.

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

NOTE 4. Loans and Leases

The following table provides a breakdown of BB&T’s loan portfolio as of June 30, 2010 and December 31, 2009:


	June 30, 2010		December 31, 2009
	(Dollars in millions)
Loans and leases, net of unearned income:
Commercial loans and leases	$	49,054	$	49,820
Sales finance loans		6,863		6,290
Revolving credit loans		2,024		2,016
Direct retail loans		13,939		14,283
Residential mortgage loans		15,452		15,435
Specialized lending loans		7,954		7,670
Other acquired loans		85		123

Total loans and leases held for investment (excluding covered loans)		95,371		95,637
Covered loans		7,177		8,019

Total loans and leases held for investment		102,548		103,656
Loans held for sale		2,171		2,551

Total loans and leases	$	104,719	$	106,207

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

The following table reflects the carrying value of all purchased impaired and nonimpaired loans as of June 30, 2010 and December 31, 2009:


	June 30, 2010									December 31, 2009
	Purchased Impaired Loans			Purchased Nonimpaired Loans			Total			Purchased Impaired Loans		Purchased Nonimpaired Loans		Total
	(Dollars in millions)
Residential mortgage loans	$	762		$	748		$	1,510		$	826	$	806	$	1,632
Commercial real estate loans		2,501			2,271			4,772			2,732		2,574		5,306
Commercial loans		76			819			895			94		987		1,081

Total covered loans		3,339			3,838			7,177			3,652		4,367		8,019
Other acquired loans		8			77			85			14		109		123

Total		3,347			3,915			7,262			3,666		4,476		8,142

Allowance for loan losses		(14	)		(3	)		(17	)		—		—		—

Net	$	3,333		$	3,912		$	7,245		$	3,666	$	4,476	$	8,142

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

Changes in the carrying amount and accretable yield for purchased impaired and nonimpaired loans, excluding loans held for sale, were as follows for the six month period ended June 30, 2010:


	Purchased Impaired						Purchased Nonimpaired
	Accretable Yield			Carrying Amount of Loans			Accretable Yield			Carrying Amount of Loans
	(Dollars in millions)
Balance at beginning of period	$	889		$	3,666		$	1,301		$	4,476
Additions		—			—			—			—
Accretion		(220	)		220			(187	)		187
Reclassifications from nonaccretable balance, net		836			—			310			—
Payments received, net		—			(539	)		—			(748	)

Balance at end of period	$	1,505		$	3,347		$	1,424		$	3,915

The outstanding unpaid principal balance for all purchased impaired loans as of June 30, 2010 and December 31, 2009 was $4.7 billion and $5.7 billion, respectively. The outstanding unpaid principal balance for all purchased nonimpaired loans as of June 30, 2010 and December 31, 2009 was $5.8 billion and $6.6 billion, respectively.

At June 30, 2010 and December 31, 2009, none of the purchased impaired or purchased nonimpaired loans were classified as nonperforming assets. Therefore, interest income, through accretion of the difference between the carrying amount of the loans and the expected cash flows, is being recognized on all purchased loans. The allowance for credit losses related to the purchased loans results from decreased expectations of future cash flows for certain acquired loan pools.

The following table sets forth certain information regarding BB&T’s impaired loans, excluding acquired impaired loans, that were evaluated for specific reserves:


	June 30, 2010			December 31, 2009 (1)
	(Dollars in millions)
Total recorded investment—impaired loans	$	3,545		$	2,305

Total recorded investment with no related valuation allowance		314			611
Total recorded investment with related valuation allowance		3,231			1,694
Allowance for loan and lease losses assigned to impaired loans		(498	)		(278	)

Net carrying value—impaired loans	$	3,047		$	2,027

(1)	Prior period amounts were revised in the first quarter of 2010 to reflect the retrospective application of more definitive regulatory guidance on troubled debt restructurings.

The following table provides a summary of BB&T’s nonperforming and past due loans at June 30, 2010 and December 31, 2009:


	June 30, 2010		December 31, 2009
	(Dollars in millions)
Nonaccrual loans and leases (1) (2):
Held for investment	$	2,770	$	2,713
Held for sale		129		5

Total nonaccrual loans and leases		2,899		2,718

Foreclosed real estate		1,391		1,451
Other foreclosed property		37		58

Total foreclosed property		1,428		1,509

Total nonperforming assets (excluding covered assets) (3)	$	4,327	$	4,227

Loans 90 days or more past due and still accruing (excluding covered loans) (4) (5)	$	360	$	319

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

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

(2)	Includes nonperforming restructurings totaling $480 million and $248 million at June 30, 2010 and December 31, 2009, respectively.

(3)	Excludes foreclosed real estate totaling $176 million and $160 million as of June 30, 2010 and December 31, 2009, respectively, that are covered by FDIC loss sharing agreements.

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

(5)	Excludes loans totaling $1.5 billion and $1.4 billion past due 90 days or more as of June 30, 2010 and December 31, 2009, respectively, that are covered by FDIC loss sharing agreements.

The following table summarizes loans that continue to accrue interest under the terms of restructurings (“performing restructurings”):


	June 30, 2010		December 31, 2009
	(Dollars in millions)
Performing restructurings: (1)
Commercial loans and leases	$	1,099	$	413
Direct retail loans		133		132
Revolving credit loans		60		54
Residential mortgage loans		668		471
Specialized lending loans		4		—

Total performing restructurings		1,964		1,070
Nonperforming restructurings (2)		480		248

Total restructurings (3)(4)	$	2,444	$	1,318

(1)	Prior period amounts were revised in the first quarter of 2010 to reflect the retrospective application of more definitive regulatory guidance.

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

(3)	All restructurings are considered impaired. The allowance for loan and lease losses attributable to these restructured loans totaled $353 million and $164 million at June 30, 2010 and December 31, 2009, respectively.

(4)	Excludes restructured covered and other acquired loans accounted for under the accretion method.

Troubled debt restructurings (“restructurings”) can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing on accruing status, depending on the individual facts and circumstances of the borrower. In circumstances where the restructuring involves charging off a portion of the loan balance, BB&T typically classifies these restructurings as nonaccrual. Restructurings have most often occurred within BB&T’s commercial, mortgage and consumer loan portfolios.

In connection with commercial restructurings, the decision to maintain a loan that has been restructured on accrual status is based on a current, well documented credit evaluation of the borrower’s financial condition and prospects for repayment under the modified terms. This evaluation includes consideration of the borrower’s current capacity to pay, which among other things may include a review of the borrower’s current financial statements, an analysis of global cash flow sufficient to pay all debt obligations, and an evaluation of secondary sources of payment from the client and any guarantors. This evaluation also includes an evaluation of the borrower’s current willingness to pay, which may include a review of past payment history, an evaluation of the borrower’s willingness to provide information on a timely basis, and consideration of offers from the borrower to provide additional collateral or guarantor support. The credit evaluation also reflects consideration of the borrower’s future capacity and willingness to pay, which may include evaluation of cash flow projections, consideration of the adequacy of collateral to cover all principal and interest and trends indicating improving profitability, collectability of receivables, etc.

The evaluation of mortgage and consumer loans includes an evaluation of the client’s debt to income ratio, credit report, property value, loan vintage, and certain other client-specific factors that have impacted their ability to make timely principal and interest payments on the loan.

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

BB&T had commitments totaling $81 million and $18 million at June 30, 2010 and December 31, 2009, respectively, to lend additional funds to clients with loans whose terms have been modified in restructurings.

NOTE 5. Allowance for Loan and Lease Losses and Reserve for Unfunded Lending Commitments

An analysis of the allowance for credit losses for the six months ended June 30, 2010 and 2009 is presented in the following table:


	For the Six Months Ended June 30,
	2010			2009
	(Dollars in millions)
Beginning Balance	$	2,672		$	1,607
Provision for credit losses		1,225			1,377
Loans and leases charged-off		(1,180	)		(877	)
Recoveries of previous charge-offs		63			38

Net loans and leases charged-off		(1,117	)		(839	)

Other changes, net		(27	)		—

Ending Balance	$	2,753		$	2,145

Allowance for loan and lease losses	$	2,723		$	2,110
Reserve for unfunded lending commitments		30			35

Allowance for credit losses	$	2,753		$	2,145

NOTE 6. Goodwill and Other Intangible Assets

The changes in the carrying amounts of goodwill attributable to each of BB&T’s operating segments for the six months ended June 30, 2010 are reflected in the table below. To date, there have been no goodwill impairments recorded by BB&T.


	Goodwill Activity by Operating Segment
	Banking Network		Residential Mortgage Banking		Sales Finance		Specialized Lending			Insurance Services		Financial Services		All Other		Total
	(Dollars in millions)
Balance, January 1, 2010	$	4,569	$	7	$	93	$	110		$	1,056	$	192	$	26	$	6,053
Contingent consideration		—		—		—		—			9		—		—		9
Other adjustments		11		—		—		(7	)		1		—		—		5

Balance, June 30, 2010	$	4,580	$	7	$	93	$	103		$	1,066	$	192	$	26	$	6,067

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


	Identifiable Intangible Assets
	As of June 30, 2010							As of December 31, 2009
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(Dollars in millions)
Identifiable intangible assets
Core deposit intangibles	$	626	$	(409	)	$	217	$	633	$	(375	)	$	258
Other (1)		755		(403	)		352		755		(373	)		382

Totals	$	1,381	$	(812	)	$	569	$	1,388	$	(748	)	$	640

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

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

NOTE 7. Loan Servicing

Residential Mortgage Banking Activities

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


		June 30, 2010		December 31, 2009
		(Dollars in millions)
Mortgage loans managed or securitized (1)		$	20,819	$	21,637
Less:	Loans securitized and transferred to securities available for sale		19		60
	Loans held for sale		1,981		2,524
	Covered mortgage loans		1,510		1,632
	Mortgage loans sold with recourse		1,857		1,986

Mortgage loans held for investment		$	15,452	$	15,435

Mortgage loans on nonaccrual status (2)		$	389	$	767
Mortgage loans 90 days past due and still accruing interest (2)			209		158
Mortgage loan net charge-offs (3)			282		275

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

(2)	Includes amounts related to residential mortgage loans held for sale.

(3)	Net charge-offs for June 30, 2010 reflect six months.

BB&T sold problem residential mortgages with a carrying value of $385 million from the mortgage loans held for investment portfolio and recorded write-downs on certain loans identified for sale during the second quarter of 2010. In connection with these actions, BB&T recorded $141 million of net charge-offs.

The unpaid principal balances of BB&T’s total residential mortgage servicing portfolio were $77.9 billion and $73.6 billion at June 30, 2010 and December 31, 2009, respectively. The unpaid principal balances of residential mortgage loans serviced for others consist primarily of agency conforming fixed-rate mortgage loans and totaled $59.3 billion and $54.5 billion at June 30, 2010 and December 31, 2009, respectively. Mortgage loans serviced for others are not included in loans on the accompanying Consolidated Balance Sheets.

During the six months ended June 30, 2010 and 2009, BB&T sold residential mortgage loans from the held for sale portfolio with unpaid principal balances of $8.7 billion and $13.5 billion, respectively, and recognized pretax gains of $79 million and $159 million, respectively, which were recorded in noninterest income as a component of mortgage banking income. BB&T retained the related mortgage servicing rights and receives servicing fees.

At June 30, 2010 and 2009, the approximate weighted average servicing fee was .36% and .38%, respectively, of the outstanding balance of the residential mortgage loans. The weighted average coupon interest rate on the portfolio of mortgage loans serviced for others was 5.43% and 5.74% at June 30, 2010 and 2009, respectively. BB&T recognized servicing fees of $111 million and $87 million during the first six months of 2010 and 2009, respectively, as a component of mortgage banking income.

At June 30, 2010 and December 31, 2009, BB&T had $1.9 billion and $2.0 billion, respectively, of residential mortgage loans sold with recourse liability. In the event of nonperformance by the borrower, BB&T has maximum recourse exposure of approximately $655 million and $667 million as of June 30, 2010 and December 31, 2009, respectively. At June 30, 2010 and December 31, 2009, BB&T has recorded $6 million of reserves related to these recourse exposures.

In prior years, the Company securitized residential mortgage loans and retained the resulting securities available for sale. As of June 30, 2010, the fair value of the securities available for sale still owned by BB&T was $20 million and the remaining unpaid principal balance of the underlying loans totaled $19 million. Based on the performance of the underlying loans and general liquidity of the securities, the Company’s recovery of the cost basis in the securities has not been significantly impacted by changes in interest rates, prepayment speeds or credit losses.

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

Residential mortgage servicing rights are recorded on the Consolidated Balance Sheets at fair value with changes in fair value recorded as a component of mortgage banking income in the Consolidated Statements of Income for each period. BB&T uses various derivative instruments to mitigate the income statement effect of changes in fair value of its residential mortgage servicing rights due to changes in valuation inputs and assumptions. The following is an analysis of the activity in BB&T’s residential mortgage servicing rights for the six month periods ended June 30, 2010 and 2009:


	Residential Mortgage Servicing Rights For the Six Months Ended June 30,
	2010			2009
	(Dollars in millions)
Carrying value, January 1,	$	832		$	370
Additions		122			218
Increase (decrease) in fair value:
Due to changes in valuation inputs or assumptions		(227	)		91
Other changes (1)		(62	)		(64	)

Carrying value, June 30,	$	665		$	615

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

BB&T uses assumptions and estimates in determining the fair value of mortgage servicing rights. These assumptions include prepayment speeds, servicing costs and Option Adjusted Spread (“OAS”) commensurate with the risks involved and comparable to assumptions used by market participants to value and bid servicing rights available for sale in the market. At June 30, 2010, the sensitivity of the current fair value of the residential mortgage servicing rights to immediate 10% and 20% adverse changes in key economic assumptions are included in the accompanying table.


	Residential Mortgage Servicing Rights June 30, 2010
	(Dollars in millions)
Fair value of residential mortgage servicing rights	$	665
Composition of residential loans serviced for others:
Fixed-rate mortgage loans		99	%
Adjustable-rate mortgage loans		1

Total		100	%

Weighted average life		4.4 yrs

Prepayment speed		17.4	%
Effect on fair value of a 10% increase	$	(40	)
Effect on fair value of a 20% increase		(76	)

Weighted average discount rate		10.2	%
Effect on fair value of a 10% increase	$	(28	)
Effect on fair value of a 20% increase		(53	)

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of an adverse variation in a particular assumption on the fair value of the mortgage servicing rights is calculated without changing any other assumption; however, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments), which may magnify or counteract the effect of the change.

Commercial Mortgage Banking Activities

BB&T also arranges and services commercial real estate mortgages through Grandbridge Real Estate Capital, LLC (“Grandbridge”) the commercial mortgage banking subsidiary of Branch Bank. During the six months ended June 30, 2010

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

and 2009, Grandbridge originated $908 million and $1.3 billion, respectively, of commercial real estate mortgages, primarily for third party investors. As of June 30, 2010 and December 31, 2009, Grandbridge’s portfolio of commercial real estate mortgages serviced for others totaled $23.8 billion and $24.3 billion, respectively. Commercial real estate mortgage loans serviced for others are not included in loans on the accompanying Consolidated Balance Sheets. Grandbridge had $4.1 billion and $4.0 billion in loans serviced for others that were covered by recourse provisions at June 30, 2010 and December 31, 2009, respectively. As of June 30, 2010 and December 31, 2009, Grandbridge’s maximum exposure to loss for these loans was approximately $1.1 billion. BB&T has recorded $15 million and $12 million of reserves related to these recourse exposures at June 30, 2010 and December 31, 2009, respectively.

Commercial mortgage servicing rights are recorded as other assets on the Consolidated Balance Sheets at lower of cost or market and amortized in proportion to and over the estimated period that net servicing income is expected to be received based on projections of the amount and timing of estimated future net cash flows. The following is an analysis of the activity in BB&T’s commercial mortgage servicing rights for the six months ended June 30, 2010 and 2009:


	Commercial Mortgage Servicing Rights For the Six Months Ended June 30,
	2010			2009
	(Dollars in millions)
Carrying value, January 1,	$	101		$	98
Additions		8			15
Amortization expense		(9	)		(9	)

Carrying value, June 30,	$	100		$	104

At June 30, 2010, the sensitivity of the current fair value of the commercial mortgage servicing rights to adverse changes in key economic assumptions are included in the accompanying table.


	Commercial Mortgage Servicing Rights June 30, 2010
	(Dollars in millions)
Fair value of commercial mortgage servicing rights	$	114
Weighted average life		7.4 yrs
Prepayment speed		0.4	%
Effect on fair value of a 10% increase	$	(1	)
Effect on fair value of a 15% increase		(1	)

Weighted average discount rate		12.5	%
Effect on fair value of a 25% increase	$	(9	)
Effect on fair value of a 50% increase		(17	)

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of an adverse variation in a particular assumption on the fair value of the mortgage servicing rights is calculated without changing any other assumption; however, changes in one factor may result in changes in another (for example, increases in market interest rates may result in increased value of escrow deposits), which may magnify or counteract the effect of the change.

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

NOTE 8. Long-Term Debt


	June 30, 2010		December 31, 2009
	(Dollars in millions)
Parent Company
3.10% Senior Notes Due 2011	$	250	$	250
3.85% Senior Notes Due 2012		1,000		1,000
3.38% Senior Notes Due 2013		500		500
5.70% Senior Notes Due 2014		509		509
3.95% Senior Notes Due 2016		499		—
6.85% Senior Notes Due 2019		538		538
6.50% Subordinated Notes Due 2011 (1)		610		610
4.75% Subordinated Notes Due 2012 (1)		489		489
5.20% Subordinated Notes Due 2015 (1)		932		932
4.90% Subordinated Notes Due 2017 (1,3)		338		336
5.25% Subordinated Notes Due 2019 (1,3)		586		586
Branch Bank
Floating Rate Subordinated Notes Due 2016 (1,8)		350		350
Floating Rate Subordinated Notes Due 2017 (1,8)		261		261
4.875% Subordinated Notes Due 2013 (1)		222		222
5.625% Subordinated Notes Due 2016 (1)		386		386
Federal Home Loan Bank Advances to Branch Bank (4)
Varying maturities to 2034		10,535		10,541
Junior Subordinated Debt to Unconsolidated Trusts (2)
5.85% BB&T Capital Trust I Securities Due 2035		514		514
6.75% BB&T Capital Trust II Securities Due 2036		598		598
6.82% BB&T Capital Trust IV Securities Due 2077 (5)		600		600
8.95% BB&T Capital Trust V Securities Due 2068 (6)		450		450
9.60% BB&T Capital Trust VI Securities Due 2069		575		575
8.10% BB&T Capital Trust VII Securities Due 2069		350		350
Other (7)		182		182
Other Long-Term Debt		127		98
Fair value hedge-related basis adjustments		685		499

Total Long-Term Debt	$	22,086	$	21,376

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

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

(3)	These fixed rate notes were swapped to floating rates based on LIBOR. At June 30, 2010, the effective rates paid on these borrowings ranged from .84% to 1.09%.

(4)	$800 million of these advances were swapped to a floating rate based on LIBOR. At June 30, 2010, the weighted average cost of these advances was 3.28% including the effect of the swapped portion, and the weighted average maturity was 6.7 years.

(5)	These securities are fixed rate through June 12, 2037 and then switch to a floating rate based on LIBOR.

(6)	$360 million of this issuance was swapped to a floating rate based on LIBOR. At June 30, 2010 the effective rate on the swapped portion was 3.91%.

(7)	These securities were issued by companies acquired by BB&T. At June 30, 2010, the effective rate paid on these borrowings ranged from 2.24% to 10.07%. These securities have varying maturities through 2035.

(8)	These floating-rate securities are based on LIBOR and had an effective rate of .83% as of June 30, 2010.

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

NOTE 9. Shareholders’ Equity

Common Stock

As of June 30, 2010, the authorized common stock of BB&T consists of two billion shares with a $5 par value. There were 693 million and 690 million common shares issued and outstanding at June 30, 2010 and December 31, 2009, respectively.

Preferred Stock

The authorized preferred stock of BB&T consists of five million shares. There were no preferred shares outstanding at June 30, 2010 or December 31, 2009.

Equity-Based Plans

BB&T has options, restricted shares of common stock and restricted share units outstanding from the following equity-based compensation plans: the 2004 Stock Incentive Plan (“2004 Plan”), the 1995 Omnibus Stock Incentive Plan, the Non-Employee Directors’ Stock Option Plan, and plans assumed from acquired entities. All plans generally allow for accelerated vesting of awards for holders who retire and have met all retirement eligibility requirements and in connection with certain other events. BB&T’s shareholders have approved all equity-based compensation plans with the exception of plans assumed from acquired companies. As of June 30, 2010, the 2004 Plan is the only plan that has awards available for future grants. Please refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2009 for further disclosures related to equity-based awards issued by BB&T.

BB&T measures the fair value of each option award on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants awarded during the first six months of 2010 and 2009. Substantially all of BB&T’s option awards are granted in February of each year. Therefore, the assumptions noted below are weighted accordingly.


	June 30,
	2010			2009
Assumptions:
Risk-free interest rate		2.0	%		3.1	%
Dividend yield		5.4			6.0
Volatility factor		36.0			29.1
Expected life		7.2 yrs			7.1 yrs
Fair value of options per share	$	5.60		$	2.59

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

The following table details the activity during the first six months of 2010 related to stock options awarded by BB&T:


	For the Six Months Ended June 30, 2010
	Options		Wtd. Avg. Exercise Price
Outstanding at beginning of period	42,535,819		$	35.40
Granted	4,652,250			27.75
Exercised	(1,517,103	)		28.59
Forfeited or expired	(491,174	)		34.06

Outstanding at end of period	45,179,792			35.04

Exercisable at end of period	32,778,383		$	36.84

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

The following table details the activity during the first six months of 2010 related to restricted shares and restricted share units awarded by BB&T:


	For the Six Months Ended June 30, 2010
	Shares/Units		Wtd. Avg. Grant Date Fair Value
Nonvested at beginning of period	10,861,433		$	19.36
Granted	3,403,231			23.74
Vested	(150,913	)		23.28
Forfeited	(319,368	)		19.53

Nonvested at end of period	13,794,383			20.39

NOTE 10. Accumulated Other Comprehensive Income (Loss)

The balances in accumulated other comprehensive loss at June 30, 2010 and December 31, 2009 are shown in the following table.


	As of June 30, 2010									As of December 31, 2009
	Pre-Tax Amount			Deferred Tax Expense (Benefit)			After- Tax Amount			Pre-Tax Amount			Deferred Tax Expense (Benefit)			After- Tax Amount
	(Dollars in millions)
Unrecognized net pension and postretirement costs	$	(454	)	$	(172	)	$	(282	)	$	(447	)	$	(169	)	$	(278	)
Unrealized net (losses) gains on cash flow hedges		(42	)		(16	)		(26	)		173			66			107
Unrealized net gains (losses) on securities available for sale		276			105			171			(363	)		(138	)		(225	)
FDIC’s share of unrealized net gains on securities available for sale under the loss share agreements (1)		(156	)		(59	)		(97	)		(30	)		(11	)		(19	)
Foreign currency translation adjustment		(8	)		(5	)		(3	)		(7	)		(5	)		(2	)

Total	$	(384	)	$	(147	)	$	(237	)	$	(674	)	$	(257	)	$	(417	)

(1)

Certain securities available for sale are covered by loss sharing agreements with the FDIC. The securities covered by the loss share agreements reflected a net unrealized pretax gain of $170 million and $35 million as of June 30, 2010 and December 31, 2009, respectively. The FDIC’s share of this net unrealized pretax gain, upon sale, would have been $156 million and $30 million as of June 30, 2010 and December 31, 2009, respectively, and was recorded as a reduction in other comprehensive income.

As of June 30, 2010 and December 31, 2009, unrealized net losses on securities available for sale included $130 million and $114 million, respectively, of pre-tax losses related to other-than-temporarily impaired non-agency mortgage-backed securities where a portion of the loss was recognized in net income.

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

The following tables reflect the components of total comprehensive income for the three and six month periods ended June 30, 2010 and 2009.


	Three Months Ended June 30, 2010
	Pre-Tax			Tax Effect			After-Tax
	(Dollars in millions)
Comprehensive income:
Net income	$	249		$	25		$	224
Other comprehensive income:
Unrealized net holding gains (losses) arising during the period on securities available for sale		551			209			342
Reclassification adjustment for losses (gains) on securities available for sale included in net income		(219	)		(83	)		(136	)
Net change in amounts attributable to the FDIC under the loss share agreements		(82	)		(31	)		(51	)
Net change in unrecognized gains (losses) on cash flow hedges		(145	)		(55	)		(90	)
Net change in foreign currency translation adjustment		(1	)		1			(2	)
Net change in pension and postretirement liability		(13	)		(5	)		(8	)

Total comprehensive income	$	340		$	61		$	279


	Three Months Ended June 30, 2009
	Pre-Tax			Tax Effect			After-Tax
	(Dollars in millions)
Comprehensive income:
Net income	$	249		$	41		$	208
Other comprehensive income:
Unrealized net holding gains (losses) arising during the period on securities available for sale		(134	)		(51	)		(83	)
Reclassification adjustment for losses (gains) on securities available for sale included in net income		(19	)		(7	)		(12	)
Net change in unrecognized gains (losses) on cash flow hedges		58			22			36
Net change in foreign currency translation adjustment		1			(2	)		3
Net change in pension and postretirement liability		15			6			9

Total comprehensive income	$	170		$	9		$	161


	Six Months Ended June 30, 2010
	Pre-Tax			Tax Effect			After-Tax
	(Dollars in millions)
Comprehensive income:
Net income	$	491		$	73		$	418
Other comprehensive income:
Unrealized net holding gains (losses) arising during the period on securities available for sale		855			325			530
Reclassification adjustment for losses (gains) on securities available for sale included in net income		(216	)		(82	)		(134	)
Net change in amounts attributable to the FDIC under the loss share agreements		(126	)		(48	)		(78	)
Net change in unrecognized gains (losses) on cash flow hedges		(215	)		(82	)		(133	)
Net change in foreign currency translation adjustment		(1	)		—			(1	)
Net change in pension and postretirement liability		(7	)		(3	)		(4	)

Total comprehensive income	$	781		$	183		$	598

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010


	Six Months Ended June 30, 2009
	Pre-Tax			Tax Effect			After-Tax
	(Dollars in millions)
Comprehensive income:
Net income	$	681		$	155		$	526
Other comprehensive income:
Unrealized net holding gains (losses) arising during the period on securities available for sale		69			24			45
Reclassification adjustment for losses (gains) on securities available for sale included in net income		(169	)		(64	)		(105	)
Net change in unrecognized gains (losses) on cash flow hedges		72			28			44
Net change in foreign currency translation adjustment		(1	)		(2	)		1
Net change in pension and postretirement liability		28			11			17

Total comprehensive income	$	680		$	152		$	528

NOTE 11. Income Taxes

BB&T’s provision for income taxes was $25 million and $41 million for the three months ended June 30, 2010 and 2009, respectively. The provision for income taxes was $73 million and $155 million for the six months ended June 30, 2010 and 2009, respectively. The effective tax rates for the three months ended June 30, 2010 and 2009 were 10.0% and 16.5%, respectively. The effective tax rates for the six months ended June 30, 2010 and 2009 were 14.9% and 22.8%, respectively. The lower effective tax rates are primarily the result of an increase in tax credits and a relatively equal level of tax-exempt income on a lower level of pre-tax income.

The IRS has completed its federal income tax examinations of BB&T through 2006. In connection with the settlement agreement with the IRS regarding its leveraged lease transactions, BB&T is entitled to federal income tax refunds for tax years 1998-2006. During the first six months of 2010, BB&T received federal tax refunds including interest of approximately $354 million for tax years 1998-2005 and expects to receive additional federal tax refunds of approximately $25 million for tax year 2006 later in 2010. In February 2010, BB&T received an IRS statutory notice of deficiency for tax years 2002-2007 asserting a liability for taxes, penalties and interest of approximately $892 million related to the disallowance of foreign tax credits and other deductions claimed by a deconsolidated subsidiary in connection with a financing transaction. Management has consulted with outside counsel and continues to believe that BB&T’s treatment of this transaction was in compliance with applicable tax laws and regulations. BB&T paid the disputed tax, penalties and interest, and filed a lawsuit seeking a refund in the U.S. Court of Federal Claims in March 2010. Management believes the Company’s current reserves for this matter are adequate, although the final outcome is uncertain. Final resolution of this matter is not expected to occur within the next twelve months. Various years remain subject to examination by state taxing authorities.

NOTE 12. Benefit Plans

BB&T provides various benefit plans to substantially all employees, including employees of acquired entities. Employees of acquired entities generally participate in existing BB&T plans after consummation of the business combination. The plans of acquired institutions are typically merged into the BB&T plans after consummation of the mergers, and, under these circumstances, credit is usually given to these employees for years of service at the acquired institution for vesting and eligibility purposes. The Colonial transaction, as an asset purchase, was handled differently from typical mergers. The retirement plans of Colonial were not assumed by BB&T, and as such, were not merged into the BB&T plans. Credit for years of service with Colonial, where given, was determined on a plan-by-plan basis with regard to the participation of former Colonial employees in BB&T’s plans. Please refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2009 for descriptions and disclosures about the various benefit plans offered by BB&T.

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

The following table summarizes the components of net periodic benefit cost recognized for BB&T’s pension plans for the three and six month periods ended June 30, 2010 and 2009, respectively:


	Pension Plans
	Qualified						Nonqualified
	For the Three Months Ended June 30,						For the Three Months Ended June 30,
	2010			2009			2010		2009
	(Dollars in millions)
Service cost	$	20		$	19		$	1	$	1
Interest cost		21			19			2		2
Estimated return on plan assets		(45	)		(35	)		—		—
Amortization and other		6			14			—		—

Net periodic benefit cost	$	2		$	17		$	3	$	3


	Pension Plans
	Qualified						Nonqualified
	For the Six Months Ended June 30,						For the Six Months Ended June 30,
	2010			2009			2010		2009
	(Dollars in millions)
Service cost	$	40		$	38		$	2	$	2
Interest cost		42			38			4		4
Estimated return on plan assets		(89	)		(71	)		—		—
Amortization and other		11			28			1		1

Net periodic benefit cost	$	4		$	33		$	7	$	7

BB&T makes contributions to the qualified pension plan in amounts between the minimum required for funding standard accounts and the maximum amount deductible for federal income tax purposes. Discretionary contributions of $61 million and $422 million were made to the qualified pension plan in the first quarters of 2010 and 2009, respectively. Management currently has no plans to make any additional contributions to the qualified pension plan in 2010; however, management may elect to make additional contributions during 2010 if deemed appropriate.

NOTE 13. Commitments and Contingencies

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

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

Letters of credit and financial guarantees written are unconditional commitments issued by BB&T to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper issuance, bond financing and similar transactions, the majority of which are to tax exempt entities. The credit risk involved in the issuance of these guarantees is essentially the same as that involved in extending loans to clients and as such, the instruments are collateralized when necessary. As of June 30, 2010 and December 31, 2009, BB&T had issued letters of credit totaling $7.8 billion and $8.0 billion, respectively. The carrying amount of the liability for such guarantees was $36 million and $40 million at June 30, 2010 and December 31, 2009, respectively.

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

A derivative is a financial instrument that derives its cash flows, and therefore its value, by reference to an underlying instrument, index or referenced interest rate. These instruments include interest-rate swaps, swaptions, caps, floors, collars, financial forward and futures contracts, when-issued securities, foreign exchange contracts and options written and purchased. BB&T uses derivatives primarily to manage risk related to securities, business loans, Federal Funds purchased, other overnight funding, long-term debt, mortgage servicing rights, mortgage banking operations and certificates of deposit. BB&T also uses derivatives to facilitate transactions on behalf of its clients. BB&T held a variety of derivative financial instruments with notional values of $64.2 billion and $66.2 billion at June 30, 2010 and December 31, 2009, respectively. These instruments were in a net gain position of $279 million and $283 million at June 30, 2010 and December 31, 2009, respectively.

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

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

As previously discussed, BB&T entered into loss sharing agreements with the FDIC in connection with the Colonial acquisition. The provisions of the agreements may require a payment by BB&T to the FDIC on October 15, 2019. On that date, BB&T is required to pay the FDIC 55% of the excess, if any, of (i) $1 billion over (ii) the sum of (A) 25% of the total net amounts paid to BB&T under both of the loss sharing agreements (i.e., BB&T’s payments received from the FDIC for losses, offset by BB&T’s payments made to the FDIC for recoveries) plus (B) 20% of the deemed total cost to BB&T of administering the assets covered under the loss sharing agreements other than shared loss securities. The deemed total cost to BB&T of administering the covered assets is the sum of 2% of the average of the principal amount of shared loss loans and shared loss assets (other than the shared loss securities) based on the beginning and end of year balances for each of the 10 years during which the shared loss agreements are in effect. In addition, any payments made by either party with respect to the securities with a 95% loss share will be excluded from this calculation.

BB&T invests in certain affordable housing and historic building rehabilitation projects throughout its market area as a means of supporting local communities, and receives tax credits related to these investments. BB&T typically acts as a limited partner in these investments and does not exert control over the operating or financial policies of the partnerships. Branch Bank typically provides financing during the construction and development of the properties; however, permanent financing is generally obtained from independent third parties upon completion of a project. As of June 30, 2010 and December 31, 2009, BB&T had investments of $1.0 billion and $1.1 billion related to these projects, which are included as other assets on the Consolidated Balance Sheets. BB&T’s outstanding commitments to fund affordable housing investments totaled $255 million and $371 million at June 30, 2010 and December 31, 2009, respectively, which are included as other liabilities on the Consolidated Balance Sheets. As of June 30, 2010 and December 31, 2009, BB&T had outstanding loan commitments to these funds of $135 million and $165 million, respectively. Of these amounts, $41 million and $73 million had been funded at June 30, 2010 and December 31, 2009, respectively, and were included in loans and leases on the Consolidated Balance Sheets. BB&T’s maximum risk exposure related to these investments totaled $1.2 billion at June 30, 2010 and December 31, 2009.

BB&T has sold certain mortgage-related loans that contain recourse provisions. These provisions generally require BB&T to reimburse the investor for a share of any loss that is incurred after the disposal of the property. At June 30, 2010 and December 31, 2009, BB&T had $1.9 billion and $2.0 billion, respectively, of residential mortgage loans sold with recourse. In the event of nonperformance by the borrower, BB&T has maximum recourse exposure of approximately $655

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

million and $667 million as of June 30, 2010 and December 31, 2009, respectively. In addition, BB&T has $4.1 billion and $4.0 billion in commercial loans serviced for others that were covered by recourse provisions at June 30, 2010 and December 31, 2009, respectively. As of June 30, 2010 and December 31, 2009, BB&T’s maximum exposure to loss for these loans is approximately $1.1 billion. BB&T has recorded $21 million and $18 million of reserves related to these recourse exposures at June 30, 2010 and December 31, 2009, respectively.

BB&T has investments and future funding commitments to certain venture capital funds. As of June 30, 2010 and December 31, 2009, BB&T had investments of $272 million and $281 million related to these ventures, respectively. As of June 30, 2010 and December 31, 2009, BB&T had future funding commitments of $159 million and $183 million, respectively. BB&T’s risk exposure relating to such commitments is generally limited to the amount of investments and future funding commitments made.

BB&T has made loan commitments to special purpose entities as a nontransferor lender. As of June 30, 2010 and December 31, 2009, BB&T had loan commitments to these entities totaling $190 million and $211 million, respectively. Of these amounts, $139 million and $160 million, respectively, had been funded and were included in loans and leases on the Consolidated Balance Sheets.

NOTE 14. Fair Value Disclosures

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

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

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


	6/30/2010		Fair Value Measurements for Assets and Liabilities Measured on a Recurring Basis
	6/30/2010		Level 1		Level 2		Level 3
			(Dollars in Millions)
Assets:
Trading securities	$	587	$	243	$	333	$	11
Securities available for sale:
U.S. government-sponsored entities (GSE)		60		—		60		—
Mortgage-backed securities issued by GSE		19,060		—		19,060		—
States and political subdivisions		2,033		—		1,897		136
Non-agency mortgage-backed securities		954		—		954		—
Equity and other securities		186		128		50		8
Covered securities		1,369		—		551		818
Loans held for sale (4)		2,044		—		2,044		—
Residential mortgage servicing rights		665		—		—		665
Derivative assets: (2)
Interest rate contracts		1,364		6		1,309		49
Foreign exchange contracts		10		—		10		—
Venture capital and similar investments (1)(2)		272		—		—		272

Total assets	$	28,604	$	377	$	26,268	$	1,959

Liabilities:
Derivative liabilities: (2)
Interest rate contracts	$	1,085	$	6	$	1,078	$	1
Foreign exchange contracts		10		—		10		—
Short-term borrowed funds (3)		283		—		283		—

Total liabilities	$	1,378	$	6	$	1,371	$	1


			Fair Value Measurements for Assets and Liabilities Measured on a Recurring Basis
	12/31/2009		Level 1		Level 2		Level 3
			(Dollars in Millions)
Assets:
Trading securities	$	636	$	255	$	288	$	93
Securities available for sale:
U.S. government-sponsored entities (GSE)		2,035		—		2,035		—
Mortgage-backed securities issued by GSE		26,670		—		26,670		—
States and political subdivisions		2,107		—		1,897		210
Non-agency mortgage-backed securities		1,022		—		1,022		—
Equity and other securities		218		166		43		9
Covered securities		1,201		—		533		668
Loans held for sale		2,551		—		2,551		—
Residential mortgage servicing rights		832		—		—		832
Derivative assets (2)		983		1		975		7
Venture capital and similar investments (1)(2)		281		—		—		281

Total assets	$	38,536	$	422	$	36,014	$	2,100

Liabilities:
Derivative liabilities (2)	$	700	$	5	$	668	$	27
Short-term borrowed funds (3)		295		—		295		—

Total liabilities	$	995	$	5	$	963	$	27

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

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

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

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

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

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

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

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

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

U.S. government-sponsored entities (GSE) and Mortgage-backed securities issued by GSE: These are debt securities issued by government sponsored entities. BB&T’s valuations are based on a market approach using observable inputs such as benchmark yields and securities, TBA prices, reported trades, issuer spreads, monthly payment information and collateral performance.

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

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

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

Covered securities: Covered securities are covered by FDIC loss sharing agreements and consist of re-remic non-agency mortgage-backed securities and municipal securities. These securities were priced primarily through broker-dealer quotes.

Loans held for sale: BB&T originates certain mortgage loans to be sold to investors. These loans are carried at fair value based on BB&T’s election of the Fair Value Option. The fair value is primarily based on quoted market prices for securities backed by similar types of loans. The changes in fair value of these assets are largely driven by changes in interest rates subsequent to loan funding and changes in the fair value of servicing associated with the mortgage loan held for sale.

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

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

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

Venture capital and similar investments: BB&T has venture capital and similar investments that are carried at fair value. In many cases there are no observable market values for these investments and therefore management must estimate the fair value based on a comparison of the operating performance of the company to multiples in the marketplace for similar entities. This analysis requires significant judgment and actual values in a sale could differ materially from those estimated.

Short-term borrowed funds: Short-term borrowed funds represent debt securities sold short. These are entered into through BB&T’s brokerage subsidiary Scott & Stringfellow, LLC.

The tables below present reconciliations for the three and six months ended June 30, 2010 and 2009, respectively, for Level 3 assets and liabilities that are measured at fair value on a recurring basis.


	Fair Value Measurements Using Significant Unobservable Inputs
For the Three Months Ended June 30, 2010	Trading			States & Political Subdivisions			Equity & Other Securities			Covered Securities		Mortgage Servicing Rights			Net Derivatives		Venture Capital and Similar Investments
	(Dollars in Millions)
Balance at March 31, 2010	$	19		$	201		$	9		$	726	$	875		$	1	$	261
Total realized and unrealized gains or losses:
Included in earnings:
Interest income		—			—			—			18		—			—		—
Mortgage banking income		—			—			—			—		(263	)		36		—
Other noninterest income		—			—			—			—		—			—		6
Included in other comprehensive income (loss)		—			(2	)		(1	)		74		—			—		—
Purchases, issuances and settlements		(8	)		(46	)		—			—		53			11		5
Transfers into Level 3		—			—			—			—		—			—		—
Transfers out of Level 3		—			(17	)		—			—		—			—		—

Balance at June 30, 2010	$	11		$	136		$	8		$	818	$	665		$	48	$	272

Net unrealized gains (losses) included in net income relating to assets and liabilities still held at June 30, 2010	$	—		$	—		$	—		$	18	$	(232	)	$	48	$	4

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010


	Fair Value Measurements Using Significant Unobservable Inputs
For the Three Months Ended June 30, 2009	Trading			Non-agency mortgage- backed securities			Equity & Other Securities		Mortgage Servicing Rights		Net Derivatives			Venture Capital and Similar Investments
	(Dollars in Millions)
Balance at March 31, 2009	$	4		$	1,034		$	1	$	365	$	55		$	190
Total realized and unrealized gains or losses:
Included in earnings:
Mortgage banking income		—			—			—		105		64			—
Other noninterest income		(1	)		—			—		—		—			(1	)
Included in other comprehensive income (loss)		—			89			—		—		—			—
Purchases, issuances and settlements		—			(75	)		—		145		(119	)		11
Transfers in and/or out of Level 3		11			—			—		—		—			—

Balance at June 30, 2009	$	14		$	1,048		$	1	$	615	$	—		$	200

Net unrealized gains (losses) included in net income relating to assets and liabilities still held at June 30, 2009	$	—		$	—		$	—	$	137	$	—		$	(2	)


	Fair Value Measurements Using Significant Unobservable Inputs
For the Six Months Ended June 30, 2010	Trading			States & Political Subdivisions			Equity & Other Securities			Covered Securities		Mortgage Servicing Rights			Net Derivatives			Venture Capital and Similar Investments
	(Dollars in Millions)
Balance at January 1, 2010	$	93		$	210		$	9		$	668	$	832		$	(20	)	$	281
Total realized and unrealized gains or losses:
Included in earnings:
Interest income		—			—			—			34		—			—			—
Mortgage banking income		—			—			—			—		(289	)		53			—
Other noninterest income		—			—			—			—		—			—			9
Included in other comprehensive income (loss)		—			(1	)		(1	)		116		—			—			—
Purchases, issuances and settlements		(6	)		(56	)		—			—		122			15			(18	)
Transfers into Level 3		—			—			—			—		—			—			—
Transfers out of Level 3		(76	)		(17	)		—			—		—			—			—

Balance at June 30, 2010	$	11		$	136		$	8		$	818	$	665		$	48		$	272

Net unrealized gains (losses) included in net income relating to assets and liabilities still held at June 30, 2010	$	—		$	—		$	—		$	34	$	(227	)	$	48		$	3

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010


	Fair Value Measurements Using Significant Unobservable Inputs
For the Six Months Ended June 30, 2009	Trading			Non-agency mortgage- backed securities			Equity & Other Securities		Mortgage Servicing Rights		Net Derivatives			Venture Capital and Similar Investments
	(Dollars in Millions)
Balance at January 1, 2009	$	4		$	1,098		$	1	$	370	$	37		$	182
Total realized and unrealized gains or losses:
Included in earnings:
Mortgage banking income		—			—			—		27		105			—
Other noninterest income		(1	)		—			—		—		—			(2	)
Included in other comprehensive income (loss)		—			72			—		—		—			—
Purchases, issuances and settlements		11			(122	)		—		218		(142	)		20
Transfers in and/or out of Level 3		—			—			—		—		—			—

Balance at June 30, 2009	$	14		$	1,048		$	1	$	615	$	—		$	200

Net unrealized gains (losses) included in net income relating to assets and liabilities still held at June 30, 2009	$	—		$	—		$	—	$	91	$	—		$	(3	)

BB&T’s policy is to recognize transfers in and transfers out of Levels 1, 2 and 3 as of the end of the reporting period. During the first six months of 2010, BB&T transferred $76 million of trading securities and $17 million of auction rate securities issued by municipalities, from Level 3 to Level 2 as a result of increased market activity for these securities. During the second quarter of 2009, BB&T transferred $11 million of trading securities into Level 3 from Level 2 as a result of decreased market activity for these securities. There were no significant transfers between Level 1 and Level 2 during the three and six months ended June 30, 2010 and 2009, respectively.

There were no gains or losses recognized as a result of the transfers of securities between Level 2 and Level 3 in either the three or six months ended June 30, 2010 or 2009, respectively.

BB&T has investments in venture capital funds and other similar investments that are measured at fair value based on the investment’s net asset value. The significant investment strategies for these ventures are primarily equity and subordinated debt in privately-held middle market companies. The majority of these investments are not redeemable and have varying dates for which the underlying assets are expected to be liquidated by distribution through 2018. As of June 30, 2010, restrictions on the ability to sell the investments include, but are not limited to, consent of a majority member or general partner approval for transfer of ownership. There were no investments probable of sale for less than net asset value at June 30, 2010.

The net realized and unrealized gains (losses) reported for mortgage servicing rights assets are composed of a negative valuation adjustment of $232 million and the realization of expected residential mortgage servicing rights cash flows of $31 million for the quarter ended June 30, 2010. For the quarter ended June 30, 2009, the net realized and unrealized gains (losses) reported for mortgage servicing rights assets are composed of a positive valuation adjustment of $137 million and the realization of expected residential mortgage servicing rights cash flows of $32 million. BB&T uses various derivative financial instruments to mitigate the income statement effect of changes in fair value. During the three months ended June 30, 2010 and 2009, the derivative instruments produced gains of $241 million and losses of $114 million, respectively, which offset the valuation adjustments recorded.

For the six months ended June 30, 2010 and 2009, the net realized and unrealized gains (losses) reported for mortgage servicing rights assets are composed of a negative valuation adjustment of $227 million and a positive valuation adjustment of $91 million and the realization of expected residential mortgage servicing rights cash flows of $62 million and $64 million, respectively. The various derivative financial instruments used to mitigate the income statement effect of changes in fair value produced gains of $240 million and losses of $40 million for the six months ended June 30, 2010 and 2009, respectively, which offset the valuation adjustments recorded.

BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Second Quarter 2010

The following table details the fair value and unpaid principal balance of loans held for sale at June 30, 2010 and December 31, 2009 that were elected to be carried at fair value.


	June 30, 2010						December 31, 2009
	Fair Value		Aggregate Unpaid Principal Balance		Fair Value Less Aggregate Unpaid Principal Balance		Fair Value		Aggregate Unpaid Principal Balance		Fair Value Less Aggregate Unpaid Principal Balance
	(Dollars in millions)
Loans held for sale reported at fair value
Total (1)(2)	$	2,044	$	1,993	$	51	$	2,551	$	2,544	$	7
Nonaccrual loans		2		2		—		5		6		(1	)
Loans 90 days or more past due and still accruing interest		2		2		—		2		2		—

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

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

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