BB&T Third Quarter 2004 10-Q

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:

September 30, 2004


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 (Zip Code)
(Address of Principal Executive Offices)  

(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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  [ X ]   No  [__]

At October 31, 2004, 552,367,599 shares of the registrant's common stock, $5 par value, were outstanding.




BB&T CORPORATION

FORM 10-Q

September 30, 2004


INDEX


Page No.

   
Part I. FINANCIAL INFORMATION  
   
  Item 1. Financial Statements (Unaudited) 2 
   
          Notes to Consolidated Financial Statements 6 
   
  Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 22 
   
          Executive Summary 24 
   
          Analysis of Financial Condition 25 
   
          Market Risk Management 32 
   
          Capital Adequacy and Resources 36 
   
          Analysis of Results of Operations 38 
   
  Item 3. Quantitative and Qualitative Disclosures About Market Risk 53 
   
  Item 4. Controls and Procedures 53 
   
Part II. OTHER INFORMATION  
   
  Item 1. Legal Proceedings 53 
   
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 53 
   
  Item 6. Exhibits 54 
   
SIGNATURES 55 
   
EXHIBIT INDEX 56 
   
CERTIFICATIONS 58 



BB&T Corporation           Page 1          Third Quarter 2004 10-Q




Item 1. Financial Statements

BB&T CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

(Dollars in thousands, except per share data)

September 30, December 31,
2004 2003
Assets
        Cash and due from banks     $ 1,800,195   $ 2,217,961  
        Interest-bearing deposits with banks    286,414    271,157  
        Federal funds sold and securities purchased under resale agreements or                
               similar arrangements    256,097    332,849  
        Trading securities at fair value    445,571    693,819  
        Securities available for sale at fair value    18,481,720    15,562,954  
        Securities held to maturity at amortized cost (fair value: $125 at September 30, 2004  
               and $60,125 at December 31, 2003)    125    60,122  
        Loans held for sale    577,162    725,459  
        Loans and leases, net of unearned income    66,215,768    61,579,927  
        Allowance for loan and lease losses    (816,588 )  (784,937 )
               Loans and leases, net    65,399,180    60,794,990  
        Premises and equipment, net of accumulated depreciation    1,280,612    1,201,342  
        Goodwill    4,096,066    3,616,526  
        Core deposit and other intangible assets    526,106    401,944  
        Other assets    4,731,149    4,587,490  
                             Total assets   $97,880,397   $90,466,613  
Liabilities and Shareholders' Equity  
        Deposits:  
               Noninterest-bearing deposits   $12,217,201   $11,098,251  
               Savings and interest checking    4,344,138    4,307,069  
               Money rate savings    22,806,829    20,348,969  
               Certificates of deposit and other time deposits    26,385,428    23,595,496  
                             Total deposits    65,753,596    59,349,785  
        Short-term borrowed funds    6,464,704    7,334,900  
        Long-term debt    11,145,504    10,807,700  
        Accounts payable and other liabilities    3,721,712    3,039,497  
                             Total liabilities    87,085,516    80,531,882  
        Shareholders' equity:  
               Preferred stock, $5 par, 5,000,000 shares authorized, none issued or                
                     outstanding at September 30, 2004 or at December 31, 2003    --    --  
               Common stock, $5 par, 1,000,000,000 shares authorized;  
                     552,488,008 issued and outstanding at September 30, 2004, and  
                     541,942,987 issued and outstanding at December 31, 2003    2,762,440    2,709,715  
               Additional paid-in capital    3,213,394    2,893,812  
               Retained earnings    4,888,070    4,309,635  
               Unvested restricted stock    (174 )  (310 )
               Accumulated other comprehensive income (loss), net of deferred income  
                     taxes of $(39,120) at September 30, 2004, and $13,010 at December 31, 2003    (68,849 )  21,879  
                             Total shareholders' equity    10,794,881    9,934,731  
                             Total liabilities and shareholders' equity   $97,880,397   $90,466,613  

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


BB&T Corporation           Page 2          Third Quarter 2004 10-Q




BB&T CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands, except per share data)


For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
Interest Income
           Interest and fees on loans and leases     $ 983,904   $ 920,451   $ 2,841,621   $ 2,609,083  
           Interest and dividends on securities       172,091     176,319     509,701     584,553  
           Interest on short-term investments       2,943     1,798     7,519     5,343  
                Total interest income       1,158,938     1,098,568     3,358,841     3,198,979  
Interest Expense    
           Interest on deposits       181,790     184,168     521,256     584,297  
           Interest on short-term borrowed funds       25,948     14,651     61,311     43,809  
           Interest on long-term debt       95,544     93,291     274,092     368,817  
                Total interest expense       303,282     292,110     856,659     996,923  
Net Interest Income       855,656     806,458     2,502,182     2,202,056  
           Provision for loan and lease losses       57,000     65,000     183,500     189,500  
Net Interest Income After Provision for Loan and Lease Losses       798,656     741,458     2,318,682     2,012,556  
Noninterest Income    
           Service charges on deposits       135,521     121,981     389,729     315,404  
           Mortgage banking income       28,095     98,330     102,740     125,591  
           Trust income       28,862     31,871     90,366     84,128  
           Investment banking and brokerage fees and commissions       59,834     65,805     200,056     178,727  
           Insurance commissions       163,359     103,592     451,777     293,750  
           Bankcard fees and merchant discounts       26,649     23,439     74,779     58,987  
           Other nondeposit fees and commissions       56,125     49,873     159,094     131,367  
           Securities gains (losses), net       6,590     (9,994 )   6,081     133,740  
           Other income       33,828     27,206     116,074     96,426  
                Total noninterest income       538,863     512,103     1,590,696     1,418,120  
Noninterest Expense    
           Personnel expense       411,033     412,350     1,267,865     1,132,548  
           Occupancy and equipment expense       104,469     97,352     308,044     270,704  
           Amortization of intangibles       24,280     20,990     77,006     34,550  
           Professional services       18,226     17,687     56,982     51,299  
           Merger-related and restructuring charges (gains)       (3,059 )   22,820     7,382     38,324  
           Loss on early extinguishment of debt       --     384,898     --     384,898  
           Other expense       161,658     160,869     487,965     459,651  
                Total noninterest expense       716,607     1,116,966     2,205,244     2,371,974  
Earnings    
           Income before income taxes       620,912     136,595     1,704,134     1,058,702  
           Provision for income taxes       208,027     20,704     562,643     298,826  
           Net income     $ 412,885   $ 115,891   $ 1,141,491   $ 759,876  
Per Common Share    
           Net Income:    
                Basic     $ .75   $ .21   $ 2.07   $ 1.53  
                Diluted     $ .74   $ .21   $ 2.05   $ 1.51  
           Cash dividends paid     $ .35   $ .32   $ .99   $ .90  
Weighted Average Shares Outstanding    
                Basic       553,944,042     551,018,984     551,529,609     498,048,765  
                Diluted       558,576,819     555,543,993     555,547,611     502,026,007  

BB&T Corporation           Page 3          Third Quarter 2004 10-Q




BB&T CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

For the Nine Months Ended September 30, 2004 and 2003
(Unaudited)
(Dollars in thousands)

Accumulated
Shares of Additional Retained Other Total
Common Common Paid-In Earnings Comprehensive Shareholders'
Stock Stock Capital and Other (1) Income (loss) Equity
Balance, December 31, 2002       470,452,260   $ 2,352,261   $ 793,123   $ 3,911,821   $ 330,709   $ 7,387,914  
Add (Deduct):  
      Comprehensive income (loss):  
           Net income    --    --    --    759,876    --    759,876  
                Unrealized holding gains (losses) arising during the period  
                     on securities available for sale, net of tax of $95,502    --    --    --    --    (149,375 )  (149,375 )
                Reclassification adjustment for losses (gains)                                        
                     on securities available for sale included in net                                
                     income, net of tax of $52,159    --    --    --    --    (81,581 )  (81,581 )
           Change in unrealized gains (losses) on securities, net of tax    --    --    --    --    (230,956 )  (230,956 )
           Change in unrecognized gain (loss) on cash flow hedge,                                        
                net of tax of $24,572    --    --    --    --    37,659    37,659  
      Total comprehensive income (loss)    --    --    --    759,876    (193,297 )  566,579  
      Common stock issued:  
           In purchase acquisitions    90,191,640    450,959    2,754,336    --    --    3,205,295  
           In connection with stock option exercises                                        
                and other employee benefits, net of cancellations    1,834,498    9,172    21,884    --    --    31,056  
      Redemption of common stock    (13,591,800 )  (67,959 )  (426,607 )  --    --    (494,566 )
      Cash dividends declared on common stock    --    --    --    (491,522 )  --    (491,522 )
      Other, net    --    --    9,932    144    --    10,076  
Balance, September 30, 2003    548,886,598   $ 2,744,433   $ 3,152,668   $ 4,180,319   $ 137,412   $ 10,214,832  
 
 
 
Balance, December 31, 2003    541,942,987   $ 2,709,715   $ 2,893,812   $ 4,309,325   $ 21,879   $ 9,934,731  
Add (Deduct):  
      Comprehensive income (loss):  
           Net income    --    --    --    1,141,491    --    1,141,491  
                Unrealized holding gains (losses) arising during the  
                     period on securities available for sale, net of tax of  
                       $29,733    --    --    --    --    (55,798 )  (55,798 )
                Reclassification adjustment for losses (gains)                                        
                     on securities available for sale included in net                                        
                     income, net of tax of $2,372    --    --    --    --    (3,709 )  (3,709 )
           Change in unrealized gains (losses) on securities, net of tax    --    --    --    --    (59,507 )  (59,507 )
           Change in unrecognized gain (loss) on cash flow hedge,                                        
                net of tax of $18,400    --    --    --    --    (28,202 )  (28,202 )
           Change in minimum pension liability, net of tax of $1,625    --    --    --    --    (3,019 )  (3,019 )
      Total comprehensive income (loss)    --    --    --    1,141,491    (90,728 )  1,050,763  
      Common stock issued:  
           In purchase acquisitions    15,681,357    78,407    517,284    --    --    595,691  
           In connection with stock option exercises                                        
                and other employee benefits, net of cancellations    2,389,164    11,946    38,877    --    --    50,823  
      Redemption of common stock    (7,525,500 )  (37,628 )  (247,411 )  --    --    (285,039 )
      Cash dividends declared on common stock    --    --    --    (563,056 )  --    (563,056 )
      Other, net    --    --    10,832    136    --    10,968  
Balance, September 30, 2004    552,488,008   $ 2,762,440   $ 3,213,394   $ 4,887,896   $ (68,849 ) $ 10,794,881  

(1)   Other includes unvested restricted stock.

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


BB&T Corporation           Page 4          Third Quarter 2004 10-Q




BB&T CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)
(Dollars in thousands)

For the Nine Months Ended
September 30,
2004 2003
Cash Flows From Operating Activities:
      Net income     $ 1,141,491   $ 759,876  
      Adjustments to reconcile net income to net cash provided by operating activities:    
                Provision for loan and lease losses       183,500     189,500  
                Depreciation of premises and equipment       120,789     107,677  
                Amortization of intangibles       77,006     34,550  
                Discount accretion and premium amortization on securities, net       39,939     22,746  
                Net decrease (increase) in trading account securities       360,699     (10,573 )
                Gain on sales of securities, net       (6,081 )   (133,740 )
                Gain on sales of loans held for sale, net       (50,337 )   (208,633 )
                Gain on disposals of premises and equipment, net       (1,233 )   (185 )
                Proceeds from sales of loans held for sale       4,206,517     12,411,725  
                Purchases of loans held for sale       (831,753 )   (2,374,351 )
                Origination of loans held for sale, net of principal collected       (3,176,130 )   (8,870,207 )
                Tax benefit from exercise of stock options       10,832     9,932  
                Decrease (increase) in:                
                    Accrued interest receivable       (16,929 )   3,605  
                    Other assets       66,666     (357,226 )
                Increase (decrease) in:                
                    Accrued interest payable       21,059     (58,649 )
                    Accounts payable and other liabilities       414,617     81,753  
                Other, net       (144 )   3,116  
                        Net cash provided by operating activities       2,560,508     1,610,916  
 
Cash Flows From Investing Activities:    
      Proceeds from sales of securities available for sale       1,173,586     13,138,964  
      Proceeds from maturities, calls and paydowns of securities available for sale       3,209,699     4,722,736  
      Purchases of securities available for sale       (5,503,104 )   (13,229,791 )
      Proceeds from maturities, calls and paydowns of securities held to maturity       59,997     4,447  
      Purchases of securities held to maturity       --     (6,000 )
      Leases made to customers       (183,784 )   (81,631 )
      Principal collected on leases       119,129     103,751  
      Loan originations, net of principal collected and excluding acquisitions       (3,961,049 )   (2,251,577 )
      Purchases of loans       (127,064 )   (119,871 )
      Net cash acquired in business combinations accounted for under the purchase method       10,680     920,783  
      Purchases and originations of mortgage servicing rights       (66,900 )   (192,336 )
      Proceeds from disposals of premises and equipment       45,347     27,193  
      Purchases of premises and equipment       (211,486 )   (145,203 )
      Proceeds from sales of foreclosed property       50,567     40,193  
      Proceeds from sales of other real estate held for development or sale       29,492     17,350  
                Net cash provided by (used in) investing activities       (5,354,890 )   2,949,008  
 
Cash Flows From Financing Activities:    
      Net increase in deposits       3,854,568     289,280  
      Net increase (decrease) in short-term borrowed funds       (953,454 )   199,738  
      Proceeds from issuance of long-term debt       2,697,760     3,200,700  
      Repayment of long-term debt       (2,503,921 )   (6,988,096 )
      Net proceeds from common stock issued       50,823     31,056  
      Redemption of common stock       (285,039 )   (494,566 )
      Cash dividends paid on common stock       (545,616 )   (453,191 )
                Net cash provided by (used in) financing activities       2,315,121     (4,215,079 )
 
Net Increase (Decrease) in Cash and Cash Equivalents       (479,261 )   344,845  
Cash and Cash Equivalents at Beginning of Period       2,821,967     2,372,220  
Cash and Cash Equivalents at End of Period     $ 2,342,706   $ 2,717,065  
 
Supplemental Disclosure of Cash Flow Information:    
 
      Cash paid during the period for:    
           Interest     $ 835,600   $ 1,055,572  
           Income taxes       154,190     136,658  
      Noncash investing and financing activities:    
           Transfer of securities available for sale to trading securities       --     532,193  
           Transfer of loans to foreclosed property       60,473     62,712  
           Transfer of fixed assets to other real estate owned       6,199     7,470  
           Transfer of other real estate owned to fixed assets       --     33  
           Securitization of mortgage loans       999,699     --  
           Common stock issued in purchase accounting transactions       595,691     3,205,295  

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

Back to Index

BB&T Corporation           Page 5          Third Quarter 2004 10-Q




BB&T CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004

(Unaudited)

A. Basis of Presentation

          In the opinion of management, the accompanying unaudited consolidated balance sheets, the consolidated statements of income, the consolidated statements of changes in shareholders’ equity, and the consolidated statements of cash flows of BB&T Corporation and subsidiaries (referred to herein as “BB&T”, “the Corporation” or “the Company”), present fairly in all material respects BB&T’s financial position at September 30, 2004 and December 31, 2003; BB&T’s results of operations for the three months and nine months ended September 30, 2004 and 2003; and BB&T’s cash flows for the nine months ended September 30, 2004 and 2003. In the opinion of management, all adjustments necessary to fairly present the consolidated financial position and consolidated results of operations have been made. All such adjustments are of a normal, recurring nature.

          The consolidated financial statements and notes thereto are presented in accordance with the instructions for Form 10-Q. The information contained in the footnotes included in BB&T’s 2003 Annual Report on Form 10-K should be referred to in connection with these unaudited interim consolidated financial statements. In certain instances, amounts reported in the 2003 financial statements were reclassified to conform to the 2004 financial statement presentation. Such reclassifications had no material effect on the Company’s reported consolidated financial position or consolidated results of operations.

          The consolidated financial statements of BB&T include the accounts of BB&T Corporation and those subsidiaries that are majority-owned by BB&T or over which BB&T otherwise exercises control. In consolidation, all significant intercompany accounts and transactions have been eliminated. All material wholly owned and majority-owned subsidiaries are consolidated unless control does not rest with BB&T or deconsolidation is required by generally accepted accounting principles. The Company has investments in certain entities for which BB&T does not have a controlling interest. BB&T accounts for these investments using the equity method whereby its ownership interest in the entities’ income or loss is recorded in other noninterest income on the Consolidated Statements of Income. The Company periodically evaluates the carrying value of these investments for impairment.

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 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 relate to the determination of the allowance for loan and lease losses, valuation of mortgage servicing rights, valuation of goodwill, other intangible assets, other purchase accounting related adjustments, benefit plan obligations and expenses, and tax assets and liabilities.

BB&T Corporation           Page 6          Third Quarter 2004 10-Q




B. Nature of Operations

          BB&T is a financial holding company headquartered in Winston-Salem, North Carolina. BB&T conducts its operations primarily through its subsidiary banks, which have branches in North Carolina, South Carolina, Virginia, Maryland, West Virginia, Kentucky, Tennessee, Georgia, Florida, Alabama, Indiana and Washington, D.C. BB&T’s subsidiary banks provide a wide range of banking services to individuals and businesses and offer a variety of loans to businesses and consumers, including mortgage loans. BB&T’s loans are primarily to individuals and businesses in the market areas described above. BB&T’s subsidiary banks also market a wide range of deposit services to individuals and businesses. BB&T’s subsidiary banks either directly, or through their subsidiaries, offer lease financing to businesses and municipal governments; discount brokerage services, annuities and mutual funds; life insurance, property and casualty insurance, health insurance and commercial general liability insurance on an agency basis; insurance premium financing; permanent financing arrangements for commercial real estate and loan servicing for third-party investors; direct consumer finance loans to individuals; payroll processing; trust services and asset management. The nonbank subsidiaries of BB&T Corporation provide a variety of financial services including automobile financing, equipment financing, factoring, full-service securities brokerage and capital markets services.

C. Changes in Accounting Principles and Effects of New Accounting Pronouncements

          In January 2003, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). This Interpretation provides guidance with respect to the identification of variable interest entities and when the assets, liabilities, noncontrolling interests, and results of operations of a variable interest entity need to be included in a company’s consolidated financial statements. An entity is deemed a variable interest entity, subject to the interpretation, if the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, or in cases in which the equity investors lack one or more of the essential characteristics of a controlling financial interest, which include the ability to make decisions about the entity’s activities through voting rights, the obligations to absorb the expected losses of the entity if they occur, or the right to receive the expected residual returns of the entity if they occur. Due to significant implementation issues, the FASB modified the wording of FIN 46 and issued FIN 46R in December of 2003. FIN 46R deferred the effective date for the provisions of FIN 46 to entities other than Special Purpose Entities (“SPEs”) until financial statements issued for periods ending after March 15, 2004. SPEs were subject to the provisions of either FIN 46 or FIN 46R as of December 15, 2003. Management has evaluated BB&T’s investments in variable interest entities and potential variable interest entities or transactions, particularly in limited liability partnerships involved in low-income housing development (“LIHTC investments”) and trust preferred securities structures because these entities or transactions constitute BB&T’s primary FIN 46 and FIN 46R exposure. Under FIN 46, it was determined that BB&T is not the primary beneficiary of the trusts that issued trust preferred securities; thus BB&T’s trust preferred securities were deconsolidated as of September 30, 2003. As a result, other assets and long-term debt each increased by $8.9 million. As of December 31, 2003, BB&T had adopted FIN 46R. The adoption of FIN 46 and FIN 46R did not have a material effect on BB&T’s consolidated financial position or consolidated results of operations beyond the impact on trust preferred securities because it was determined that BB&T is not the primary beneficiary of the LIHTC investments. BB&T’s involvement with variable interest entities at September 30, 2004, is primarily limited to $32.6 million in outstanding balances in LIHTC investments, with an additional $179.8 million in future funding commitments. BB&T has utilized LIHTC investments to invest in areas serving low to moderate-income communities since 1994. Because these investments generate tax credits which minimize the financial impact of a loss of capital, BB&T has chosen to utilize established syndicators to reduce this risk. BB&T’s management will continue to assess various aspects of consolidations and variable interest entity accounting as additional guidance becomes available.

BB&T Corporation           Page 7          Third Quarter 2004 10-Q




          In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS No. 149”). SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 149 was effective for contracts entered into or modified after June 30, 2003, with certain exceptions, and for hedging relationships designated after June 30, 2003. In addition, the provisions of the Statement, with certain exceptions, were required to be applied prospectively. The initial implementation of the Statement did not have a material effect on BB&T’s consolidated financial position or consolidated results of operations and management does not anticipate any such impact in the future.

          In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 applies specifically to a number of financial instruments that companies have historically presented within their financial statements either as equity or between the liabilities section and the equity section, rather than as liabilities. On November 7, 2003, the FASB issued FASB Staff Position (“FSP”) 150-3, “Effective Date and Transition for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities.” FSP 150-3 defers the effective date of certain provisions of SFAS No. 150, specifically the provisions that apply to mandatorily redeemable noncontrolling interests. This deferral is expected to remain in effect indefinitely until the accounting for these interests is addressed in later guidance. The remaining provisions of SFAS No. 150 were effective for financial instruments entered into or modified after May 31, 2003, and otherwise were effective and adopted by BB&T on July 1, 2003. The implementation of these portions of the Statement did not have a material effect on BB&T’s consolidated financial position or consolidated results of operations.

          In December 2003, the FASB issued SFAS No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits.” This Statement requires additional annual disclosures about the assets, obligations and cash flows of defined benefit pension and postretirement plans, as well as quarterly and annual disclosures with respect to the components of net periodic benefit cost recorded for such plans. The revised disclosures, which are required to be provided on a quarterly basis, are presented herein.

BB&T Corporation           Page 8          Third Quarter 2004 10-Q




          In December 2003, the Accounting Standards Executive Committee (“AcSEC”) of the American Institute of Certified Public Accountants issued Statement of Position (“SOP”) 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer.” The SOP is effective for loans acquired in fiscal years beginning after December 15, 2004. The SOP addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities (loans) acquired in a transfer if those differences are attributable, at least in part, to credit quality. It includes loans purchased by BB&T or acquired in business combinations. The SOP does not apply to loans originated by BB&T. BB&T intends to adopt the provisions of SOP 03-3 effective January 1, 2005, and does not expect the initial implementation to have a significant effect on BB&T’s consolidated financial position or consolidated results of operations. Management is currently assessing the long-term effect of the SOP.

          On March 9, 2004, the SEC Staff issued Staff Accounting Bulletin No. 105, “Application of Accounting Principles to Loan Commitments” (“SAB 105”). SAB 105 clarifies existing accounting practices relating to the valuation of issued loan commitments, including interest rate lock commitments (“IRLC”), subject to SFAS No. 149 and Derivative Implementation Group Issue C13, “Scope Exceptions: When a Loan Commitment is included in the Scope of Statement 133.” Furthermore, SAB 105 disallows the inclusion of the values of a servicing component and other internally developed intangible assets in the initial and subsequent IRLC valuation. The provisions of SAB 105 affect only the timing of the recognition of mortgage banking income and were effective for loan commitments entered into after March 31, 2004. BB&T early adopted the provisions of SAB 105 effective January 1, 2004. The initial impact upon adoption was a $2.3 million reduction of mortgage banking income.

          In May 2004, the FASB issued FASB Staff Position (“FSP”) 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (the “Act”). This Staff Position provides guidance on the accounting for the effects of the Act for employers that sponsor postretirement health care plans that provide prescription drug benefits. Under this guidance, a sponsor would recognize the effects of the subsidy, if material, in the measurement of its benefit obligation as early as the third quarter of 2004. Management currently does not anticipate that the effects of the Act will materially affect BB&T’s consolidated financial position or consolidated results of operations.

          In the second quarter of 2004, the Emerging Issues Task Force (“EITF”) released EITF Issue 03-01, “The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments.” The Issue provided guidance for evaluating whether an investment is other-than-temporarily impaired and requires certain disclosures with respect to these investments. On September 30, 2004, the FASB issued FASB Staff Position (“FSP”) EITF Issue 03-1-1, “Effective Date of Paragraph 10-20 of EITF Issue 03-1, “The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments.” This Staff Position delayed certain measurement and recognition provisions of EITF 03-1. On September 30, 2004, BB&T held certain investments having continuous unrealized loss positions for more than 12 months totaling $130.8 million. Substantially all of these investments were in U.S. Treasuries and U.S. government agency obligations, the cash flows of which are guaranteed by the U.S. government or its agencies and, therefore, it is expected that the securities would not be settled at a price less than their amortized cost. Because the decline in market value was caused by interest rate increases and not credit quality, and because BB&T has the ability and intent to hold these investments until a recovery of fair value, which may be maturity, BB&T has not recognized any other-than-temporary impairment in connection with these investments.

BB&T Corporation           Page 9          Third Quarter 2004 10-Q




D. Mergers and Acquisitions

          The following table presents summary information with respect to significant mergers and acquisitions of financial institutions and other significant financial services companies completed by BB&T Corporation during 2003 and thus far during 2004:

Summary of Completed Mergers and Acquisitions

BB&T Common
Total Shares Issued
Date of Total Intangibles Purchase to Complete
Acquisition    Acquired Company Headquarters Assets Recorded Price Transaction
April 14, 2004     Republic Bancshares, Inc.     St. Pertersburg, Fla.   $ 2.9 billion   $ 258.4 million   $ 433.4 million (2)       6.5 million  
February 1, 2004     McGriff, Seibels &                                  
        Williams Inc.     Birmingham, Ala.     226.6 million     396.0 million     350.5 million (1)       8.2 million  
 
 
July 1, 2003     First Virginia Banks, Inc.     Falls Church, Va.   $ 11.3 billion   $ 2.2 billion   $ 3.1 billion       87.0 million  
March 14, 2003     Equitable Bank     Wheaton, Md.     446.9 million     32.4 million     53.8 million       1.5 million  
 

(1)   Includes cash consideration totaling $50.0 million
(2)   Includes cash consideration totaling $171.1 million


          The intangibles related to transactions completed in 2004 in the above table include $180.6 million of other identifiable intangibles, which are being amortized on an accelerated basis over their estimated useful lives. The table above does not include mergers and acquisitions made by any acquired company.

Insurance and Other Non-Bank Acquisitions

          In addition to the financial institutions and other significant financial services companies presented in the table above, BB&T acquired four insurance agencies and two non-bank financial service companies during the nine months ended September 30, 2004. In conjunction with these transactions, BB&T issued approximately 917 thousand shares of common stock and paid approximately $4.1 million in cash, recording approximately $24.8 million in goodwill and $19.0 million in identifiable intangible assets with an average life of 10 years. BB&T acquired six insurance agencies during 2003 which were accounted for as purchases. In conjunction with these transactions, BB&T issued approximately 1.7 million shares of common stock and paid approximately $1.0 million in cash. Approximately $42.3 million in goodwill and $30.9 million of identifiable intangible assets with an average life of 10 years were recorded in conjunction with these transactions.

BB&T Corporation           Page 10          Third Quarter 2004 10-Q




          The acquisitions described above do not exceed the pro forma disclosure thresholds prescribed by SFAS No. 141, "Business Combinations."

          BB&T typically provides an allocation period for all purchase acquisitions to identify and quantify the fair value of the assets acquired and liabilities assumed; therefore, the purchase accounting information presented herein may subsequently be adjusted to reflect changes in allocations of purchase price.

Merger-Related and Restructuring Charges

          In conjunction with the consummation of an acquisition and the completion of other requirements, BB&T typically accrues certain merger-related expenses related to estimated severance costs, costs to terminate lease contracts, costs related to the disposal of duplicate facilities and equipment, costs to terminate data processing contracts and other costs associated with the acquisition. The following table presents an analysis of accrued merger costs. This analysis includes amounts accrued that were reflected as merger-related and restructuring expenses and amounts recorded through purchase accounting adjustments:

Merger Accrual Activity
         
Balance Balance
December 31, Additions in Utilized in September 30,
2003 2004 2004 2004
(Dollars in thousands)
         
Severance and personnel-related charges     $ 27,850   $ 6,090   $ 17,281   $ 16,659  
Occupancy and equipment charges       48,696     4,527     32,392     20,831  
Systems conversions and related charges       20,735     4,207     23,520     1,422  
Other merger-related charges       11,070     3,104     8,915     5,259  
       Total     $ 108,351   $ 17,928   $ 82,108   $ 44,171  


          The accruals utilized during 2004 in the tables above include reversals of $36.1 million of previously recorded merger-related and restructuring accruals principally related to the finalization of estimates for employee terminations, contract cancellations and occupancy costs. The above reversals include $17.8 million of pre-tax adjustments to goodwill that had no effect on BB&T’s consolidated results of operations. The remaining $18.3 million was included as a reduction of merger-related and restructuring charges during 2004 in the Consolidated Statements of Income.


BB&T Corporation           Page 11          Third Quarter 2004 10-Q




E. Calculation of Earnings per Common Share

          BB&T’s basic and diluted earnings per common share amounts were calculated as follows:

For the Three Months For the Nine Months
Ended September 30, Ended September 30,
2004 2003 2004 2003
(Dollars in thousands, except per share data)
Basic Earnings Per Share:
        Weighted average number of common shares       553,944,042     551,018,984     551,529,609     498,048,765  
                Net income     $ 412,885   $ 115,891   $ 1,141,491   $ 759,876  
        Basic earnings per share     $ .75   $ .21   $ 2.07   $ 1.53  
Diluted Earnings Per Share:    
        Weighted average number of common shares       553,944,042     551,018,984     551,529,609     498,048,765  
        Add:    
                Dilutive effect of outstanding options (as determined by                            
                         application of treasury stock method)       4,632,777     4,525,009     4,018,002     3,977,242  
        Weighted average number of diluted common shares       558,576,819     555,543,993     555,547,611     502,026,007  
                Net income     $ 412,885   $ 115,891   $ 1,141,491   $ 759,876  
        Diluted earnings per share     $ .74   $ .21   $ 2.05   $ 1.51  


          For the quarters ended September 30, 2004 and 2003, respectively, options to purchase an additional 94 thousand shares and 9.9 million shares of common stock were outstanding, but were not included in the computation of diluted earnings per share because their inclusion would have had an antidilutive effect. For the first nine months of 2004 and 2003, respectively, antidilutive options to purchase 412 thousand shares and 10.0 million shares of common stock were outstanding.

F. Segment Disclosures

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

BB&T Corporation           Page 12          Third Quarter 2004 10-Q



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

          Please refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2003, for a description of internal accounting policies and the basis of segmentation, including a description of the segments presented in the accompanying tables.

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









BB&T Corporation           Page 13          Third Quarter 2004 10-Q




BB&T Corporation
Reportable Segments

For the Three Months Ended September 30, 2004 and 2003

Banking Network Mortgage Banking Trust Services Insurance Services Specialized Lending
2004 2003 2004 2003 2004 2003 2004 2003 2004 2003
  (Dollars in thousands)
   
Net interest income (expense)     $ 530,374   $ 499,705   $ 174,620   $ 174,073   $ (501 ) $ (3,848 ) $ 1,257   $ 368   $ 80,391   $ 58,646  
   Net intersegment interest income (expense)       261,075     177,019     (93,609 )   (78,370 )   2,145     10,276     --     --     --     --  
Total net interest income       791,449     676,724     81,011     95,703     1,644     6,428     1,257     368     80,391     58,646  
Provision for loan and lease losses       60,898     57,071     2,228     2,068     --     --     --     --     27,404     20,408  
Noninterest income       214,045     190,604     22,493     95,446     41,532     29,104     161,049     98,964     13,235     13,592  
   Intersegment noninterest income       87,504     130,859     --     --     --     --     --     --     --     --  
Noninterest expense       314,680     373,434     11,521     14,967     24,490     21,074     109,197     69,967     35,022     29,823  
   Allocated corporate expenses       138,259     123,966     4,828     2,906     12,109     2,039     4,798     3,724     4,313     2,256  
Income before income taxes       579,161     443,716     84,927     171,208     6,577     12,419     48,311     25,641     26,887     19,751  
   Income tax provision (benefit)       191,686     135,204     28,112     52,638     2,250     3,750     18,916     10,687     7,943     5,839  
Segment net income (loss)     $ 387,475   $ 308,512   $ 56,815   $ 118,570   $ 4,327   $ 8,669   $ 29,395   $ 14,954   $ 18,944   $ 13,912  
Identifiable segment assets (period end)     $ 51,236,515   $ 54,080,858   $ 12,103,231   $ 11,679,332   $ 102,234   $ 80,035   $ 1,034,391   $ 642,527   $ 2,460,591   $ 2,012,796  
 
         
  Investment Banking and Brokerage Treasury All Other Segments (1) Intersegment Eliminations Total Segments
  2004 2003 2004 2003 2004 2003 2004 2003 2004 2003
 
Net interest income (expense)     $ 2,270   $ 1,957   $ 53,959   $ 42,617   $ 44,178   $ 40,179   $ --   $ --   $ 886,548   $ 813,697  
   Net intersegment interest income (expense)       --     --     2,829     1,107     --     --     (172,440 )   (110,032 )   --     --  
Total net interest income       2,270     1,957     56,788     43,724     44,178     40,179     (172,440 )   (110,032 )   886,548     813,697  
Provision for loan and lease losses       --     --     42     39     10,255     10,587     --     --     100,827     90,173  
Noninterest income       64,979     66,824     23,742     9,307     32,419     32,872     --     --     584,740     536,713  
   Intersegment noninterest income       --     --     --     --     --     --     (87,504 )   (130,859 )   --     --  
Noninterest expense       56,539     56,195     3,772     4,024     17,962     15,204     --     --     573,183     584,688  
   Allocated corporate expenses       3,500     3,383     604     247     3,751     3,433     --     --     183,408     141,954  
Income before income taxes       7,210     9,203     76,112     48,721     44,629     43,827     (259,944 )   (240,891 )   613,870     533,595  
   Income tax provision (benefit)       2,738     3,555     20,275     10,079     15,595     11,041     (85,552 )   (72,407 )   201,963     160,386  
Segment net income (loss)     $ 4,472   $ 5,648   $ 55,837   $ 38,642   $ 29,034   $ 32,786   $ (174,392 ) $ (168,484 ) $ 411,907   $ 373,209  
Identifiable segment assets (period end)     $ 951,513   $ 1,084,749   $ 23,600,906   $ 16,386,171   $ 4,354,605   $ 4,078,667   $ --   $ --   $ 95,843,986   $ 90,045,135  


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


BB&T Corporation           Page 14          Third Quarter 2004 10-Q




BB&T Corporation
Reportable Segments

For the Nine Months Ended September 30, 2004 and 2003

Banking Network Mortgage Banking Trust Services Insurance Services Specialized Lending
2004 2003 2004 2003 2004 2003 2004 2003 2004 2003
  (Dollars in thousands)
   
Net interest income (expense)     $ 1,526,935   $ 1,291,719   $ 533,704   $ 501,023   $ (2,105 ) $ (11,658 ) $ 3,009   $ 1,107   $ 208,844   $ 165,406  
   Net intersegment interest income (expense)       746,958     514,327     (274,804 )   (212,398 )   6,617     33,444     --     --     --     --  
Total net interest income       2,273,893     1,806,046     258,900     288,625     4,512     21,786     3,009     1,107     208,844     165,406  
Provision for loan and lease losses       185,788     165,621     6,664     4,886     --     --     --     --     69,052     62,019  
Noninterest income       608,484     491,976     92,852     124,529     126,404     85,181     439,124     277,068     38,113     37,829  
   Intersegment noninterest income       272,583     368,633     --     --     --     --     --     --     --     --  
Noninterest expense       951,245     934,216     35,013     43,007     74,557     65,590     316,814     205,211     97,178     84,920  
   Allocated corporate expenses       406,856     368,390     14,506     8,773     34,989     6,070     14,368     11,180     11,545     6,744  
Income before income taxes       1,611,071     1,198,428     295,569     356,488     21,370     35,307     110,951     61,784     69,182     49,552  
   Income tax provision (benefit)       530,049     364,259     97,382     110,447     7,182     10,790     43,568     25,009     20,509     15,512  
Segment net income (loss)     $ 1,081,022   $ 834,169   $ 198,187   $ 246,041   $ 14,188   $ 24,517   $ 67,383   $ 36,775   $ 48,673   $ 34,040  
Identifiable segment assets (period end)     $ 51,236,515   $ 54,080,858   $ 12,103,231   $ 11,679,332   $ 102,234   $ 80,035   $ 1,034,391   $ 642,527   $ 2,460,591   $ 2,012,796  
 
         
  Investment Banking and Brokerage Treasury All Other Segments (1) Intersegment Eliminations Total Segments
  2004 2003 2004 2003 2004 2003 2004 2003 2004 2003
 
Net interest income (expense)     $ 5,605   $ 4,981   $ 178,633   $ 125,158   $ 124,389   $ 119,921   $ --   $ --   $ 2,579,014   $ 2,197,657  
   Net intersegment interest income (expense)       --     --     (1,313 )   8,350     --     --     (477,458 )   (343,723 )   --     --  
Total net interest income       5,605     4,981     177,320     133,508     124,389     119,921     (477,458 )   (343,723 )   2,579,014     2,197,657  
Provision for loan and lease losses       --     --     125     116     39,915     28,700     --     --     301,544     261,342  
Noninterest income       207,508     181,371     59,113     188,791     101,809     135,928     --     --     1,673,407     1,522,673  
   Intersegment noninterest income       --     --     --     --     --     --     (272,583 )   (368,633 )   --     --  
Noninterest expense       176,405     155,057     11,889     11,759     49,072     64,935     --     --     1,712,173     1,564,695  
   Allocated corporate expenses       10,507     10,149     973     742     11,520     10,290     --     --     505,264     422,338  
Income before income taxes       26,201     21,146     223,446     309,682     125,691     151,924     (750,041 )   (712,356 )   1,733,440     1,471,955  
   Income tax provision (benefit)       10,105     8,111     58,932     78,441     40,583     43,993     (244,119 )   (214,121 )   564,191     442,441  
Segment net income (loss)     $ 16,096   $ 13,035   $ 164,514   $ 231,241   $ 85,108   $ 107,931   $ (505,922 ) $ (498,235 ) $ 1,169,249   $ 1,029,514  
Identifiable segment assets (period end)     $ 951,513   $ 1,084,749   $ 23,600,906   $ 16,386,171   $ 4,354,605   $ 4,078,667   $ --   $ --   $ 95,843,986   $ 90,045,135  


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


BB&T Corporation           Page 15          Third Quarter 2004 10-Q





          The following table presents a reconciliation of segment results to consolidated results:

  For the Three Months Ended For the Nine Months Ended
  September 30, September 30,
  2004 2003 2004 2003
(Dollars in thousands)
Net Interest Income
      Net interest income from segments     $ 886,548   $ 813,697   $ 2,579,014   $ 2,197,657  
      Other net interest income (expense) (1)       71,058     23,330     225,366     202,090  
      Elimination of management accounting practices (2)       (104,237 )   (100,954 )   (301,390 )   (273,758 )
      Other, net (3)       2,287     70,385     (808 )   76,067  
           Consolidated net interest income     $ 855,656   $ 806,458   $ 2,502,182   $ 2,202,056  
Net income    
      Net income from segments     $ 411,907   $ 373,209   $ 1,169,249   $ 1,029,514  
      Other net income (loss) (1)       56,494     (13,545 )   153,526     159,329  
      Elimination of management accounting practices (2)       20,090     33,683     70,505     71,414  
      Other, net (3)       (75,606 )   (277,456 )   (251,789 )   (500,381 )
           Consolidated net income     $ 412,885   $ 115,891   $ 1,141,491   $ 759,876  
 
      September 30, September 30,
      2004 2003
Total Assets    
      Total assets from segments                 $ 95,843,986   $ 90,045,135  
      Other, net (1,3)                   2,036,411     309,996  
           Consolidated total assets                 $ 97,880,397   $ 90,355,131  



(1)  

Other net interest income (expense), other net income (loss) and other, net, include amounts applicable to BB&T's support functions that are not allocated to the reported segments.

(2)  

BB&T's reconciliation of total segment results to consolidated results requires the elimination of the internal management accounting practices. These adjustments include the elimination of the funds transfer pricing credits and charges and the elimination of allocated corporate expenses.

(3)  

Amounts reflect intercompany eliminations to arrive at consolidated results.


G. Stock-Based Compensation

          BB&T maintains various stock-based compensation plans. These plans provide for the granting of stock options, stock appreciation rights, restricted stock, performance units and performance shares to selected BB&T employees and directors. All of BB&T’s stock-based compensation plans have been presented to and approved by BB&T’s shareholders. BB&T accounts for its stock option plans based on the intrinsic value method set forth in APB Opinion No. 25 and related Interpretations, under which no compensation cost has been recognized for any of the periods presented, except with respect to restricted stock plans as disclosed in the accompanying table. The following table presents BB&T’s net income, basic earnings per share and diluted earnings per share as reported, and pro forma net income and pro forma earnings per share assuming compensation cost for BB&T’s stock option plans had been determined based on the fair value at the grant dates for awards under those plans granted after December 31, 1994, consistent with the method prescribed by SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”).

BB&T Corporation           Page 16          Third Quarter 2004 10-Q





For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
(Dollars in thousands, except per share data)
Net income:
       Net income as reported     $ 412,885   $ 115,891   $ 1,141,491   $ 759,876  
            Add: Stock-based compensation expense    
                  included in reported net income, net of tax       92     133     334     441  
            Deduct: Total stock-based employee                            
                  compensation expense determined under                            
                   fair value based method for all awards,                          
                  net of tax       (5,267 )   (6,540 )   (19,161 )   (22,485 )
       Pro forma net income     $ 407,710   $ 109,484   $ 1,122,664   $ 737,832  
Basic EPS:    
       As reported     $ .75   $ .21   $ 2.07   $ 1.53  
       Pro forma       .74     .20     2.04     1.48  
Diluted EPS:    
       As reported       .74     .21     2.05     1.51  
       Pro forma       .73     .20     2.02     1.47  

          The fair value of each option grant was estimated as of the date of grant using the Black-Scholes option-pricing model, with the following weighted-average assumptions used for grants in 2004 and 2003, respectively: dividend yield of 3% in 2004 and 2003; expected volatility of 27% in 2004 and 2003; risk free interest rates of 4.0% and 3.5% for the third quarter and first nine months of 2004; risk free interest rates of 3.7% and 3.1% for the third quarter and first nine months of 2003; expected lives of 6.6 years and 6.8 years for the third quarters of 2004 and 2003; and expected lives of 6.0 years for the first nine months of both 2004 and 2003.

H. Off-Balance Sheet Arrangements and Guarantees

          BB&T’s significant off-balance sheet arrangements include certain investments in low-income housing and historic building rehabilitation projects throughout its market area. BB&T enters into such arrangements as a means of supporting local communities, and recognizes tax credits relating to its investments. At September 30, 2004, and December 31, 2003, BB&T’s investments in such projects totaled $32.6 million and $12.7 million, respectively. 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. BB&T’s subsidiary banks typically provide financing during the construction and development of the properties; however, permanent financing is generally obtained from independent third parties upon completion of a project. Outstanding commitments to fund low-income housing investments totaled $179.8 million and $215.0 million at September 30, 2004 and December 31, 2003, respectively.

BB&T Corporation           Page 17          Third Quarter 2004 10-Q



Guarantees

          Standby letters of credit, which include performance and financial guarantees, are unconditional commitments issued by BB&T to guarantee the performance of customers to third parties. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper issuance, bond financing and similar transactions. The credit risk involved in issuing these guarantees is essentially the same as that involved in extending loans to clients and as such, is collateralized when appropriate. As of September 30, 2004, BB&T had issued a total of $1.3 billion in standby letters of credit. BB&T’s estimated liability for such guarantees at September 30, 2004, was $.5 million, which was included in other liabilities.

          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 or threatened litigation. BB&T also issues standard representations, warranties and indemnifications in underwriting agreements, merger and acquisition agreements, loan sales, brokerage activities and other similar arrangements. Counterparties in many of these indemnifications provide similar indemnifications to BB&T. Although these agreements often do not specify limitations, BB&T has not been required to act on the guarantees and does not believe that any payments pursuant to them would materially change the financial condition or results of operations as presented herein.

          Merger and acquisition agreements for 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 eight years. In the aggregate, the maximum potential contingent consideration payable under such agreements is $146.4 million over the next five years.









BB&T Corporation           Page 18          Third Quarter 2004 10-Q




I. Goodwill and Other Intangibles

          The changes in the carrying amount of goodwill attributable to each of BB&T’s operating segments for the nine months ended September 30, 2004, and the year ended December 31, 2003, are as follows:

Goodwill Activity by Operating Segment
(Dollars in thousands)
               
          Investment    
  Banking Mortgage Trust Insurance Banking and Specialized  
Network Banking Services Services Brokerage Lending Total
               
Balance, December 31, 2002     $ 1,361,988   $ 7,459   $ 27,330   $ 227,723   $ 70,905   $ 27,974   $ 1,723,379  
            Acquired goodwill, net       1,913,358     --     --     41,529     --     1,739     1,956,626  
            Adjustments to goodwill (1)       (62,829 )   --     --     --     (650 )   --     (63,479 )
Balance, December 31, 2003       3,212,517     7,459     27,330     269,252     70,255     29,713     3,616,526  
            Acquired goodwill, net       213,980     --     4,380     257,845     --     3,694     479,899  
            Adjustments to goodwill (1)       (23,041 )   --     331     20,847     847     657     (359 )
Balance, September 30, 2004     $ 3,403,456   $ 7,459   $ 32,041   $ 547,944   $ 71,102   $ 34,064   $ 4,096,066  

           (1)   Adjustments reflect allocations of purchase price subsequent to the dates of acquisition.

          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
(Dollars in thousands)
             
As of September 30, 2004 As of December 31, 2003
Gross Net Gross Net
Carrying Accumulated Carrying Carrying Accumulated Carrying
Amount Amortization Amount Amount Amortization Amount
             
Identifiable intangible assets:                            
        Core deposit intangibles     $ 364,937   $ (119,629 ) $ 245,308   $ 321,851   $ (77,447 ) $ 244,404  
        Other (1)       345,725     (64,927 )   280,798     187,644     (30,104 )   157,540  
           Totals     $ 710,662   $ (184,556 ) $ 526,106   $ 509,495   $ (107,551 ) $ 401,944  

(1)  Other amortizing identifiable intangibles are primarily composed of customer relationship intangibles.

           During the nine months ended September 30, 2004, and 2003, BB&T recorded $77.0 million and $34.6 million, respectively, in amortization expenses associated with identifiable intangible assets.



BB&T Corporation           Page 19          Third Quarter 2004 10-Q




           The following table presents estimated amortization expense for each of the next five years:

Estimated Amortization Expense
of Identifiable Intangible Assets
(Dollars in thousands)
   
For the Year Ending December 31:
2004     $ 104,605  
2005       96,698  
2006       84,885  
2007       73,907  
2008       63,613  

J. Benefit Plans

          BB&T provides various benefit plans to substantially all employees. Employees of acquired entities generally participate in existing BB&T plans soon after consummation of the business combinations. The plans of acquired institutions are typically merged into the BB&T plans upon 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. Please refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2003, for descriptions and disclosures about the various benefit plans offered by BB&T.

          In October 2004, BB&T amended its postretirement benefit plan to eliminate the health care subsidy effective January 1, 2005 for new retirees, and reduce the subsidy paid to existing retirees. The amendment is expected to reduce the projected benefit obligation by approximately $96 million and reduce benefit-related expenses in future periods.

          The following table summarizes the components of net periodic benefit cost recognized for the three-month and nine-month periods ended September 30, 2004, and 2003, respectively:










BB&T Corporation           Page 20          Third Quarter 2004 10-Q




Pension Plans Other Postretirement
Qualified Nonqualified Benefit Plans
For the For the For the
Nine months ended Nine months ended Nine months ended
September 30, September 30, September 30,
2004 2003 2004 2003 2004 2003
(Dollars in thousands)
Service cost     $ 38,094   $ 28,218   $ 2,460   $ 2,663   $ 2,809   $ 1,948  
Interest cost       37,306     28,221     4,369     4,833     5,230     4,287  
Estimated return on plan assets       (53,210 )   (35,388 )   --     --     --     --  
Amortization of unrecognized    
  transition (asset) obligation       --     (1,083 )   45     69     163     165  
Amortization of prior service cost       (3,443 )   (2,889 )   1,320     6     575     575  
Amortization of net (gain) loss       7,292     9,195     1,218     1,569     --     --  
Net periodic benefit cost     $ 26,039   $ 26,274   $ 9,412   $ 9,140   $ 8,777   $ 6,975  
             
Pension Plans Other Postretirement
Qualified Nonqualified Benefit Plans
For the For the For the
Quarter ended Quarter ended Quarter ended
September 30, September 30, September 30,
2004 2003 2004 2003 2004 2003
(Dollars in thousands)
Service cost     $ 11,036   $ 9,406   $ 916   $ 888   $ 824   $ 758  
Interest cost       12,000     11,169     1,489     1,804     1,410     1,736  
Estimated return on plan assets       (19,262 )   (14,004 )   --     --     --     --  
Amortization of unrecognized    
  transition (asset) obligation       --     (361 )   15     23     53     55  
Amortization of prior service cost       (1,147 )   (963 )   (1,146 )   2     191     191  
Amortization of net (gain) loss       (588 )   3,065     544     523     (199 )   --  
Net periodic benefit cost     $ 2,039   $ 8,312   $ 1,818   $ 3,240   $ 2,279   $ 2,740  

          BB&T previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2003, that it did not anticipate making a contribution to the defined benefit pension plans during 2004 and is not required to make any contributions. However, management elected to make a discretionary contribution of $25.0 million in the second quarter of 2004 and plans to make an additional discretionary contribution of $8.3 million during the fourth quarter of 2004.

          BB&T previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2003, that it anticipated contributing $8.1 million to the postretirement benefit plan during 2004. Based on projections at September 30, 2004, the expected 2004 contributions to the plan total $5.3 million.

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BB&T Corporation           Page 21          Third Quarter 2004 10-Q




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

Forward-Looking Statements

          This report contains forward-looking statements with respect to the financial condition, results of operations and business of BB&T. These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of the management of BB&T, and on the information available to management at the time that these disclosures were prepared. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) competitive pressures among depository and other financial institutions may increase significantly; (2) changes in the interest rate environment may reduce net interest margins and/or the volumes and values of loans made or held as well as the value of other financial assets held; (3) general economic or business conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand for credit or other services; (4) legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which BB&T is engaged; (5) costs or difficulties related to the integration of the businesses of BB&T and its merger partners may be greater than expected; (6) expected cost savings associated with pending or recently completed mergers may not be fully realized or realized within the expected time frames; (7) deposit attrition, customer loss or revenue loss following pending or recently completed mergers may be greater than expected; (8) competitors of BB&T may have greater financial resources and develop products that enable such competitors to compete more successfully than BB&T; and (9) adverse changes may occur in the securities markets.

Critical Accounting Policies

          The accounting and reporting policies of BB&T Corporation and its subsidiaries are in accordance with accounting principles generally accepted in the United States and conform to general practices within the banking industry. BB&T’s financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Different assumptions in the application of these policies could result in material changes in BB&T’s consolidated financial position and/or consolidated results of operations. The more critical accounting and reporting policies include BB&T’s accounting for the allowance for loan and lease losses, valuation of mortgage servicing rights, valuing intangible assets associated with mergers and acquisitions, costs and benefit obligations associated with BB&T’s pension and postretirement benefit plans, and income taxes. Understanding BB&T’s accounting policies is fundamental to understanding BB&T’s consolidated financial position and consolidated results of operations. Accordingly, BB&T’s significant accounting policies are discussed in detail in Note 1 in the “Notes to Consolidated Financial Statements” in BB&T’s 2003 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

BB&T Corporation           Page 22          Third Quarter 2004 10-Q




          The following is a summary of BB&T’s critical accounting policies that are highly dependent on estimates, assumptions and judgments.

          It is the policy of BB&T to maintain an allowance for loan and lease losses that equals management’s best estimate of probable losses that are inherent in the portfolio at the balance sheet date. Estimates of loan and lease losses are determined by analyzing historical loan and lease losses, current trends in delinquencies and charge-offs, plans for problem loan and lease administration, the results of regulatory examinations, and changes in the size, composition and risk assessment of the loan and lease portfolio. Also included in management’s estimates of loan and lease losses are considerations with respect to the impact of economic events, the outcome of which is uncertain. These events may include, but are not limited to, fluctuations in overall interest rates, political conditions, legislation that directly or indirectly affects the banking industry and economic conditions affecting specific geographical areas and industries in which BB&T conducts business.

          BB&T has a mortgage loan-servicing portfolio and related mortgage servicing rights. Mortgage servicing rights represent the present value of the future net servicing fees from servicing mortgage loans acquired or originated by BB&T. The most critical accounting policy associated with mortgage servicing is the methodology used to determine the fair value of mortgage servicing rights, which requires the development of a number of assumptions, including anticipated loan principal amortization and prepayments of principal. The value of mortgage servicing rights is significantly affected by mortgage interest rates available in the marketplace, which influence the speed of mortgage loan prepayments. In general, during periods of declining interest rates, the value of mortgage servicing assets declines due to increasing prepayments attributable to increased mortgage refinance activity. Conversely, during periods of rising interest rates, the value of servicing assets generally increases due to reduced refinance activity. BB&T amortizes mortgage servicing rights over the estimated period that servicing income is expected to be received based on projections of the amount and timing of future cash flows. The amount and timing of servicing asset amortization is adjusted quarterly based on actual results and updated projections.

          BB&T’s growth in business, profitability and market share over the past several years has been enhanced significantly by mergers and acquisitions. For purchase acquisitions, BB&T is required to record the assets acquired, including identified intangible assets and liabilities assumed, at their fair value, which in many instances involves estimates based on third party valuations, such as appraisals or internal valuations based on discounted cash flow analyses or other valuation techniques. The determination of the useful lives of intangible assets is subjective, as is the appropriate amortization period for such intangible assets. These estimates also include the establishment of various accruals and allowances based on planned facilities dispositions and employee severance considerations, among other acquisition-related items. In addition, purchase acquisitions typically result in goodwill, which is subject to periodic impairment tests based on the fair value of net assets acquired compared to the carrying value of goodwill.

BB&T Corporation           Page 23          Third Quarter 2004 10-Q




          The calculation of BB&T’s income tax provision is complex and requires the use of estimates and judgments in its determination. As part of the Company’s analysis and implementation of business strategies, consideration is given to the tax laws and regulations that apply to the specific facts and circumstances for any transaction under evaluation. This analysis includes the amount and timing of the realization of income tax liabilities or benefits. Management closely monitors tax developments in order to evaluate the effect they may have on the Company’s overall tax position and the estimates and judgments utilized in determining the income tax provision and records adjustments as necessary.

          BB&T offers various pension plans and postretirement benefit plans to employees. The calculation of the obligations and related expenses under these plans requires the use of actuarial valuation methods and assumptions. Actuarial valuations and assumptions used in the determination of future values of plan assets and liabilities are subject to management judgment and may differ significantly if different assumptions are used.

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EXECUTIVE SUMMARY

          BB&T’s total assets at September 30, 2004, were $97.9 billion, an increase of $7.4 billion, or 8.2%, from December 31, 2003. The asset categories that experienced the largest increases were securities available for sale and loans and leases, including loans held for sale, which grew $2.9 billion, or 18.8%, and $4.5 billion, or 7.2%, respectively, during the first nine months of 2004.

          Total deposits at September 30, 2004 were $65.8 billion, an increase of $6.4 billion, or 10.8%, from December 31, 2003. Short-term borrowed funds decreased $870.2 million, or 11.9%, and long-term debt increased $337.8 million, or 3.1%, during the first nine months of 2004. Total shareholders’ equity increased $860.2 million, or 8.7%, during the same time frame.

          Consolidated net income for the third quarter of 2004 totaled $412.9 million, an increase of 256.3% compared to the $115.9 million earned during the third quarter of 2003. On a diluted per share basis, earnings for the three months ended September 30, 2004, were $.74, compared to $.21 for the same period in 2003, an increase of 252.4%. BB&T’s results of operations for the third quarter of 2004 produced an annualized return on average assets of 1.69% and an annualized return on average shareholders’ equity of 15.42% compared to prior year ratios of .51% and 4.50%, respectively.

          Consolidated net income for the first nine months of 2004 totaled $1.1 billion, an increase of 50.2% compared to the $759.9 million earned during the same period in 2003. On a diluted per share basis, earnings for the first nine months of 2004 and 2003 were $2.05 and $1.51, respectively, which represents an increase of 35.8%. BB&T’s results of operations for the first nine months of 2004 produced an annualized return on average assets of 1.60% and an annualized return on average shareholders’ equity of 14.53% compared to prior year ratios of 1.21% and 11.97%, respectively. The results for the third quarter and first nine months of 2003 include $248.5 million in after-tax losses resulting from the early extinguishment of debt completed as part of the balance sheet restructuring described in the “Borrowings” section herein.

BB&T Corporation           Page 24          Third Quarter 2004 10-Q




          Results during the third quarter and first nine months of 2004 reflect improvements in several key drivers of BB&T’s profitability. Among these were continued improvement in asset quality and improving expense control as well as higher revenues from noninterest income generating businesses, with the exception of mortgage banking income. Please refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2003, for additional information with respect to BB&T’s recent accomplishments and significant challenges. The factors causing the fluctuations in the major balance sheet and income statement categories for the third quarter and first nine months of 2004 are further discussed in the following sections.

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ANALYSIS OF FINANCIAL CONDITION

Loans and Leases

          BB&T emphasizes commercial lending to small and medium-sized businesses, consumer lending and mortgage lending with an overall goal of maximizing the profitability of the loan portfolio while maintaining strong asset quality. For the first nine months of 2004, average total loans were $65.7 billion, an increase of $9.1 billion, or 16.1%, compared to the same period in 2003. During the first nine months of 2004, average commercial loans, including lease receivables, increased $3.0 billion, or 10.2%, compared to the same period in 2003 and composed 49.8% of the loan portfolio compared to 52.4% for the first nine months of 2003. Average consumer loans, which include sales finance, revolving credit and direct retail, totaled $20.4 billion during the third quarter of 2004, an increase of $4.7 billion, or 29.7%, compared to the same period in 2003. During the first nine months of 2004, consumer loans composed 31.0% of average loans compared to 27.8% for the first nine months of 2003. Average mortgage loans totaled $12.6 billion for the first nine months of 2004, which represents an increase of $1.4 billion, or 12.6%, from the 2003 average and composed the remaining 19.2% of the loan and lease portfolio compared to 19.8% for the same period of 2003.

          For the third quarter of 2004, average total loans were $66.9 billion, an increase of $5.4 billion, or 8.7%, compared to the same period in 2003. Average commercial loans and leases for the third quarter of 2004 totaled $33.5 billion, up $2.8 billion, or 9.1%, compared to the same period in 2003 and composed 50.1% of the loan and lease portfolio compared to 50.0% for the third quarter of 2003. Average consumer loans totaled $20.9 billion for the third quarter of 2004, an increase of $1.9 billion, or 10.2%, compared to the same period in 2003 and composed 31.3% of the loan and lease portfolio compared to 30.9% in 2003. Average mortgage loans totaled $12.4 billion for the current quarter, which represents an increase of $638.3 million, or 5.4%, from the 2003 average and composed the remaining 18.6% of the loan and lease portfolio compared to 19.1% for the same period of 2003.

BB&T Corporation           Page 25          Third Quarter 2004 10-Q




          During the third quarter of 2004, BB&T securitized $1.0 billion in residential mortgage loans and transferred the related mortgage-backed securities to the available for sale securities portfolio. The securitization was undertaken to rebalance the loan portfolio which had grown significantly as a result of strong mortgage loan originations over the last two years and the retention, rather than sale, of approximately $3.6 billion in fixed-rate mortgage loans as part of the balance sheet restructuring completed during 2003.

          The growth rates of the average loans described above were affected by the $1.0 billion securitization in the third quarter of 2004 and by loan portfolios held by companies that were acquired in purchase transactions during 2004 and 2003. In particular, on July 1, 2003, loans totaling $6.3 billion were acquired through the purchase of First Virginia Banks, Inc. (“First Virginia”). On April 14, 2004, loans totaling $1.7 billion were acquired through the purchase of Republic Bancshares, Inc. (“Republic”).

          The annualized fully taxable equivalent ("FTE") yields on commercial, consumer and mortgage loans for the first nine months of 2004 were 5.31%, 6.77%, and 5.61%, respectively, resulting in an annualized yield on the total loan portfolio of 5.82%. The FTE yields on commercial, consumer and mortgage loans for the first nine months of 2003 were 5.60%, 7.56%, and 6.11%, respectively, resulting in an annualized yield on the total loan portfolio of 6.24%. This reflects a decrease of 42 basis points in the annualized yield on the total loan portfolio during the first nine months of 2004 in comparison to 2003. For the third quarter of 2004, the annualized yield on the total loan portfolio was 5.90%, reflecting a decrease of 12 basis points compared to the third quarter of 2003. The decreases in yields for both the nine months and the third quarter resulted primarily from the runoff of higher-yielding fixed-rate loans and more competition in loan pricing. The impact on interest income from loans and leases from the decrease in the yield on the portfolio was more than offset by the acquisition of First Virginia and strong internal loan growth thus far during 2004 and, as a result, interest income from loans and leases on an FTE basis increased 6.3% and 8.3% in the third quarter and first nine months of 2004, respectively, compared to the same periods of 2003.

Securities

          Securities available for sale totaled $18.5 billion at September 30, 2004, an increase of $2.9 billion, or 18.8%, compared with December 31, 2003. Securities available for sale had net unrealized losses, net of deferred income taxes, of $48.1 million at September 30, 2004, compared to net unrealized gains, net of deferred income taxes, of $11.5 million at December 31, 2003. Average total securities for the first nine months of 2004 amounted to $18.0 billion, an increase of 5.2% compared to the average balance during the first nine months of 2003. Average total securities for the third quarter of 2004 amounted to $18.4 billion, an increase of 5.7% compared to the average balance for the third quarter of 2003. The increase in securities available for sale was the result of a combination of factors including the securitization of approximately $1.0 billion in mortgage loans during the third quarter of 2004 and the investment of funds generated by deposit growth.

          Trading securities totaled $445.6 million, down $248.2 million compared to the balance at December 31, 2003. The decrease in trading securities primarily resulted from management’s decision to liquidate the portion of the trading portfolio being used as an economic risk management strategy in connection with BB&T’s mortgage servicing rights.

BB&T Corporation           Page 26          Third Quarter 2004 10-Q




          The annualized FTE yield on the average securities portfolio for the first nine months of 2004 was 4.08%, a decrease of 87 basis points from the annualized yield earned in the first nine months of 2003. During the third quarter of 2004, the annualized yield on the securities portfolio was 3.96%, a decrease of 32 basis points compared to the third quarter of 2003. These decreases in yield resulted principally from the prolonged low interest rate environment and purchases of lower-yielding securities. As BB&T’s higher-yielding securities matured, sold, or were called, the resulting cash flows were reinvested in lower-yielding securities paying then-current market interest rates.

          On September 30, 2004, BB&T held certain investments having continuous unrealized loss positions for more than 12 months totaling $130.8 million. Substantially all of these investments were in U.S. Treasuries and U.S. government agency obligations, the cash flows of which are guaranteed by the U.S. government or its agencies; therefore, it is expected that the securities would not be settled at a price less than their amortized cost. Because the decline in market value was caused by interest rate increases and not credit quality, and because BB&T has the ability and intent to hold these investments until a recovery of fair value, which may be maturity, BB&T has not recognized any other-than-temporary impairment in connection with these investments.

Other Interest Earning Assets

           Federal funds sold and securities purchased under resale agreements or similar arrangements totaled $256.1 million at September 30, 2004, a decrease of $76.8 million, or 23.1%, compared to December 31, 2003. Interest-bearing deposits with banks increased $15.3 million, or 5.6%, compared to year-end 2003. These categories of earning assets are subject to large daily fluctuations based on the availability of these types of funds. The average yield on other interest-earning assets for the first nine months of 2004 was 1.65%, up 32 basis points compared to the first nine months of 2003. For the third quarter of 2004, the average yield on other interest-earning assets was 2.06%, up from 1.13% in the third quarter last year.

Goodwill and Other Assets

          BB&T’s other noninterest-earning assets, excluding premises and equipment and noninterest-bearing cash and due from banks, increased $747.4 million from December 31, 2003, to September 30, 2004. The increase was due primarily to additional goodwill and other intangibles resulting from the acquisitions of McGriff, Seibels & Williams Inc., (“McGriff”) and Republic, which totaled $396.0 million and $258.4 million, respectively, as well as an increase in the cash surrender value of bank-owned life insurance in the amount of $68.3 million.

          Other noninterest-earning assets also include commercial mortgage servicing rights totaling $13.2 million and residential mortgage servicing rights totaling $327.4 million, net of an allowance for impairment, which totaled $112.9 million at September 30, 2004.

BB&T Corporation           Page 27          Third Quarter 2004 10-Q




Deposits

          Deposits totaled $65.8 billion at September 30, 2004, an increase of $6.4 billion, or 10.8%, from December 31, 2003. Average deposits for the first nine months of 2004 increased $8.8 billion, or 15.8%, to $64.3 billion compared to the first nine months of 2003. The categories of deposits with the highest average rates of growth were money rate savings accounts, including investor deposit accounts, which increased $4.0 billion, or 22.7%, noninterest-bearing deposits, which increased $2.4 billion, or 26.7%, and savings and interest checking accounts, which increased $1.1 billion, or 28.9%.

          For the third quarter of 2004, average deposits increased $3.4 billion, or 5.4%, compared to the third quarter of 2003. The categories of deposits with the highest average rates of growth were average money rate savings accounts, noninterest-bearing deposits, and savings and interest checking accounts, which increased $2.6 billion, $852.7 million, and $316.4 million, respectively, for the third quarter of 2004, representing increases of 13.1%, 7.7%, and 7.0%, respectively, compared to the third quarter of 2003.

          The growth in average deposits during the first nine months of 2004 compared to the corresponding period of 2003 includes the effect of deposits acquired in purchase accounting transactions completed during 2004 and 2003. In particular, the purchase of First Virginia at the beginning of the third quarter of 2003 and the purchase of Republic during the second quarter of 2004 added $9.5 billion and $2.5 billion, respectively, in deposits.

          In addition to the positive growth in client deposits over the last two years, there has been a shift in the overall deposit mix from certificate accounts and other time deposits to lower-cost transaction accounts such as noninterest-bearing deposits and money rate savings accounts. This shift reflects the reduced attractiveness of time deposits and client preferences for more liquid investments in a low interest rate environment, as well as BB&T’s efforts to emphasize growth in noninterest-bearing accounts.

          The annualized average rate paid on total interest-bearing deposits during the first nine months of 2004 was 1.32%, a decrease of 36 basis points compared to 2003. For the third quarter of 2004, the average rate paid on total interest-bearing deposits was 1.36%, a decrease of 8 basis points compared to the third quarter of 2003. These decreases in the average rates paid resulted from the lower interest rate environment that existed during 2004 compared to 2003, and the shift in deposit mix from certificates of deposit and higher-cost time deposits to lower-cost savings and transaction accounts.

Borrowings

          While client deposits remain the primary source for funding loan originations and other balance sheet growth, management uses short-term borrowings as a supplementary funding source. At September 30, 2004, short-term borrowed funds totaled $6.5 billion, a decrease of $870.2 million, or 11.9%, compared to December 31, 2003. The decrease in short-term borrowed funds compared to December 31, 2003, which are mainly composed of federal funds purchased, was primarily a result of healthy deposit growth, which provided sufficient resources for funding loan and other balance sheet growth. For the third quarter of 2004, average short-term borrowed funds were $7.0 billion, an increase of $1.3 billion, or 22.0%, from the comparable period of 2003. For the nine months ended September 30, 2004, average short-term borrowed funds increased $1.9 billion, or 39.6%, compared to the same period in 2003.

BB&T Corporation           Page 28          Third Quarter 2004 10-Q




          The average annualized rate paid on short-term borrowed funds was 1.21% for the first nine months of 2004, an increase of 2 basis points from the average rate of 1.19% paid in the comparable period of 2003. The average rate paid on short-term borrowed funds was 1.47% in the third quarter of 2004, an increase of 48 basis points compared to the rate paid in the third quarter of 2003. These increases in the cost of short-term borrowed funds resulted from recent actions by the Federal Reserve Board, which increased the targeted federal funds rate by 75 basis points in the third quarter of 2004 to 1.75% from its lowest level of 1.00% set in June 2003.

          Long-term debt consists primarily of Federal Home Loan Bank (“FHLB”) advances to BB&T’s banking subsidiaries and corporate subordinated notes. Long-term debt has been utilized for a variety of funding needs, including the repurchase of common stock. Long-term debt totaled $11.1 billion at September 30, 2004, up $337.8 million, or 3.1%, from the balance at December 31, 2003. During the third quarter of 2004, Branch Bank issued $500 million of senior floating rate debt maturing in June 2007 and, on October 27, 2004; BB&T Corporation issued $600 million of subordinated global notes maturing in November 2019. For the third quarter of 2004, average long-term debt totaled $10.8 billion, an increase of $554.4 million, or 5.4%, compared to the third quarter of 2003. For the nine months ended September 30, 2004, average long-term borrowed funds were $10.7 billion, down $1.6 billion, or 13.2%, compared to the first nine months of 2003. The average annualized rate paid on long-term borrowed funds was 3.43% for the first nine months of 2004, a decrease of 53 basis points from the average rate of 3.96% paid during the first nine months of 2003. The average annualized rate paid on long-term debt for the third quarter of 2004 was 3.54%, a decrease of 6 basis points compared to the third quarter of 2003.

          The decrease in the average balance of long-term debt and average annualized interest rate paid compared to the first nine months of 2003 were primarily the result of a balance sheet restructuring completed during the second and third quarters of 2003, which was intended to improve net interest income and the net interest margin. As part of the restructuring, BB&T refinanced $3.0 billion of long-term FHLB advances, thus lowering the current annual interest rate paid on these advances during the next five years, after which the FHLB has an option to increase the interest rate paid on such advances depending on market rates then available. In addition, BB&T prepaid $2.9 billion in long-term FHLB advances as part of the restructuring in 2003 and restructured an additional $1.9 billion in the first quarter of 2004 because of the availability of more cost-effective funding sources.

BB&T Corporation           Page 29          Third Quarter 2004 10-Q




Asset Quality

          Nonperforming assets, composed of foreclosed real estate, repossessions, nonaccrual loans and restructured loans, totaled $389.5 million at September 30, 2004, compared to $447.1 million at December 31, 2003. As a percentage of loans and leases plus foreclosed property, nonperforming assets were .58% at September 30, 2004, down from .72% at December 31, 2003. Loans 90 days or more past due and still accruing interest totaled $99.8 million at September 30, 2004, compared to $116.8 million at year-end 2003.

           BB&T’s net charge-offs totaled $56.6 million for the third quarter and amounted to .34% of average loans and leases, on an annualized basis, compared to $61.8 million, or .40% of average loans and leases, on an annualized basis, in the corresponding period in 2003. For the nine months ended September 30, 2004 and 2003, net charge-offs totaled $171.0 million and $182.7 million, respectively, and represented .35% and .43%, respectively, of average loans and leases on an annualized basis.

          The allowance for loan and lease losses totaled $816.6 million at September 30, 2004, compared to $784.9 million at December 31, 2003, an increase of 4.0%. The allowance amounted to 1.22% of loans and leases outstanding at September 30, 2004, compared to 1.26% at year-end 2003. The allowance for loan and lease losses as a percentage of loans held for investment was 1.23% and 1.27% of loans and leases at September 30, 2004 and December 31, 2003, respectively.

          The above levels of nonperforming assets as a percentage of total assets and quarterly net charge-offs as a percentage of average loans are the lowest combined asset quality indicators experienced by BB&T in more than three years. During the last five quarters, BB&T’s credit quality has steadily improved as demonstrated by the successive quarterly declines in the level of nonperforming assets. In addition, net charge-offs for the third quarter and first nine months of 2004 declined compared to the same periods last year. These positive trends in asset quality are the primary factors that have resulted in a lower allowance for loan and lease losses as a percentage of total loans. In addition, management’s decision to retain, rather than sell, $3.6 billion of fixed rate residential mortgage loans affected the decrease in the allowance as a percentage of loans and leases because mortgage loans normally have lower credit risk and; therefore, require a lower relative allowance in comparison to commercial or consumer loans.

          The provision for loan and lease losses for the third quarter of 2004 was $57.0 million compared to $65.0 million during the same period in 2003. For the nine months ended September 30, 2004, the provision for loan and lease losses totaled $183.5 million compared to $189.5 million in 2003.

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

BB&T Corporation           Page 30          Third Quarter 2004 10-Q




ASSET QUALITY ANALYSIS
(Dollars in thousands)

For the Three Months Ended
9/30/04 6/30/04 3/31/04 12/31/03 9/30/03
Allowance For Loan & Lease Losses                        
     Beginning balance   $816,330   $790,271   $784,937   $791,527   $719,576  
     Allowance for acquired (sold) loans, net    (170 )  19,284    --    --    68,768  
     Provision for loan and lease losses    57,000    64,000    62,500    58,500    65,000  
        Charge-offs  
           Commercial loans and leases    (23,858 )  (23,740 )  (22,176 )  (38,577 )  (27,194 )
           Direct retail loans    (12,170 )  (11,538 )  (11,295 )  (12,395 )  (10,340 )
           Sales finance loans    (22,225 )  (21,664 )  (22,518 )  (21,856 )  (23,309 )
           Revolving credit loans    (12,383 )  (12,531 )  (14,286 )  (12,279 )  (12,387 )
           Mortgage loans    (1,207 )  (1,916 )  (1,375 )  (1,733 )  (1,523 )
        Total charge-offs    (71,843 )  (71,389 )  (71,650 )  (86,840 )  (74,753 )
        Recoveries  
           Commercial loans and leases    6,210    4,216    6,057    13,703    4,102  
           Direct retail loans    2,090    2,675    2,489    2,442    3,269  
           Sales finance loans    4,317    4,165    3,511    3,279    3,305  
           Revolving credit loans    2,555    2,557    2,178    2,205    2,155  
           Mortgage loans    99    551    249    121    105  
        Total recoveries    15,271    14,164    14,484    21,750    12,936  
     Net charge-offs    (56,572 )  (57,225 )  (57,166 )  (65,090 )  (61,817 )
        Ending balance   $816,588   $816,330   $790,271   $784,937   $791,527  
Nonperforming Assets  
     Nonaccrual loans and leases  
           Commercial loans and leases   $173,303   $199,718   $218,111   $219,558   $226,655  
           Direct retail loans    48,792    50,968    52,426    50,085    47,618  
           Sales finance loans    15,484    13,152    12,062    13,082    14,182  
           Revolving credit loans    374    369    367    342    354  
           Mortgage loans    62,871    61,132    62,756    67,373    66,611  
     Total nonaccrual loans and leases    300,824    325,339    345,722    350,440    355,420  
     Foreclosed real estate    67,329    68,035    74,832    78,964    70,178  
     Other foreclosed property    20,821    18,995    21,247    17,106    20,902  
     Restructured loans    563    566    573    592    613  
        Total nonperforming assets   $389,537   $412,935   $442,374   $447,102   $447,113  
     Loans 90 days or more past due  
        and still accruing  
           Commercial loans and leases   $11,463   $11,180   $18,885   $17,759   $34,965  
           Direct retail loans    22,382    21,015    20,359    25,695    24,019  
           Sales finance loans    20,766    20,732    26,091    27,863    18,379  
           Revolving credit loans    4,797    4,116    4,644    5,601    4,626  
           Mortgage loans    40,397    38,698    33,917    39,840    39,918  
        Total loans 90 days or more past due  
           and still accruing   $99,805   $95,741   $103,896   $116,758   $121,907  
           
           

BB&T Corporation           Page 31          Third Quarter 2004 10-Q




ASSET QUALITY RATIOS
           
For the Three Months Ended
9/30/04 6/30/04 3/31/04 12/31/03 9/30/03
Loans 90 days or more past due and still                                  
     accruing as a percentage of total loans                               
     and leases*    .15  %  .14  %  .16  %  .19  %  .20  %
Nonaccrual and restructured loans and leases  
     as a percentage of total loans and leases*    .45    .49    .54    .56    .58  
Total nonperforming assets as a percentage of:                              
     Total assets    .40    .42    .47    .49    .49  
     Loans and leases plus foreclosed property*    .58    .62    .69    .72    .73  
Net charge-offs as a percentage of                              
     average loans and leases*    .34    .34    .36    .42    .40  
Allowance for loan and lease losses as a                              
     percentage of loans and leases*    1.22    1.22    1.23    1.26    1.29  
Allowance for loan and lease losses as a                              
     percentage of loans and leases                              
     held for investment    1.23    1.23    1.25    1.27    1.32  
Ratio of allowance for loan and lease losses to:  
     Net charge-offs*    3.63  x  3.55  x  3.44  x  3.04  x  3.23  x
     Nonaccrual and restructured loans and leases    2.71    2.50    2.28    2.24    2.22  

*   Includes loans held for sale and is net of unearned income. Applicable ratios are annualized.

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MARKET RISK MANAGEMENT

          The effective management of market risk is essential to achieving BB&T’s strategic financial objectives. As a financial institution, BB&T’s most significant market risk exposure is interest rate risk. The primary objective of interest rate risk management is to minimize the effect that changes in interest rates have on net interest income. This is accomplished through active management of asset and liability portfolios with a focus on the strategic pricing of asset and liability accounts and management of appropriate maturity mixes of assets and liabilities. The goal of these activities is the development of appropriate maturity and repricing opportunities in BB&T’s portfolios of assets and liabilities that will produce consistent net interest income during periods of changing interest rates. BB&T’s Asset / Liability Management Committee (“ALCO”) monitors loan, investment and liability portfolios to ensure comprehensive management of interest rate risk. These portfolios are analyzed for proper fixed-rate and variable-rate mixes under various interest rate scenarios.

          The asset/liability management process is designed to achieve relatively stable net interest margins and assure liquidity by coordinating the volumes, maturities or repricing opportunities of earning assets, deposits and borrowed funds. It is the responsibility of the ALCO to determine and achieve the most appropriate volume and mix of earning assets and interest-bearing liabilities, as well as to ensure an adequate level of liquidity and capital, within the context of corporate performance goals. The ALCO also sets policy guidelines and establishes long-term strategies with respect to interest rate risk exposure and liquidity. ALCO meets regularly to review BB&T’s interest rate risk and liquidity positions in relation to present and prospective market and business conditions, and adopts funding and balance sheet management strategies that are intended to ensure that the potential impact on earnings and liquidity as a result of fluctuations in interest rates is within acceptable standards.


BB&T Corporation           Page 32          Third Quarter 2004 10-Q





          The majority of BB&T’s assets and liabilities are monetary in nature, and, therefore, differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. Fluctuations in interest rates and actions of the Board of Governors of the Federal Reserve System (“FRB”) to regulate the availability and cost of credit have a greater effect on a financial institution’s profitability than do the effects of higher costs for goods and services. Through its balance sheet management function, which is monitored by ALCO, BB&T positions itself to respond to changing needs for liquidity, changes in interest rates and inflationary trends.

          Management uses Interest Sensitivity Simulation Analysis (“Simulation”) to measure the sensitivity of projected earnings to changes in interest rates. Simulation takes into account the current contractual agreements that BB&T has with its customers on deposits, borrowings, loans, investments and any commitments to enter into those transactions. Management monitors BB&T’s interest sensitivity by means of a computer model that incorporates the current volumes, average rates earned and paid, and scheduled maturities and payments of asset and liability portfolios, together with multiple scenarios of projected prepayments, repricing opportunities and anticipated volume growth. Using this information, the model projects earnings based on projected portfolio balances under multiple interest rate scenarios. This level of detail is needed to simulate the effect that changes in interest rates and portfolio balances may have on the earnings of BB&T. This method is subject to the accuracy of the assumptions that underlie the process, but management believes that it provides a better illustration of the sensitivity of earnings to changes in interest rates than other analyses such as static or dynamic gap.

          The asset/liability management process requires a number of key assumptions. Management determines the most likely outlook for the economy and interest rates by analyzing external factors, including published economic projections and data, the effects of likely monetary and fiscal policies, as well as any enacted or prospective regulatory changes. BB&T’s current and prospective liquidity position, current balance sheet volumes and projected growth, accessibility of funds for short-term needs and capital maintenance are also considered. This data is combined with various interest rate scenarios to provide management with information necessary to analyze interest sensitivity and to aid in the development of strategies to reach performance goals.

          The following table shows the effect that the indicated changes in interest rates would have on net interest income as projected for the next 12 months under the “most likely” interest rate scenario incorporated into the Interest Sensitivity Simulation computer model. Key assumptions in the preparation of the table include prepayment speeds of mortgage-related assets, cash flows and maturities of derivative financial instruments, changes in market conditions, loan volumes and pricing, deposit sensitivity, customer preferences, and capital plans. The resulting change in net interest income reflects the level of sensitivity that net interest income has in relation to changing interest rates.

BB&T Corporation           Page 33          Third Quarter 2004 10-Q




Interest Sensitivity Simulation Analysis


Interest Rate Scenario Annualized Hypothetical
      Percentage Change in
Linear Prime Rate Net Interest Income
Change in September 30, September 30,
Prime Rate 2004 2003 2004 2003
  3.00  %   7.75  %   7.00  %   1.79  %   (1.65)  %
 1.50    6.25    5.50    1.30    (1.12 )
  No Change     4.75     4.00     --     --  
 (1.00 )  NA    3.00    NA    (1.16 )
 (1.50 )  3.25    NA    (1.93 )  NA  
 (1.75 )  3.00    NA    (2.35 )  NA  

NA = BB&T's model did not calculate results for these scenarios.

          Management has established parameters for asset/liability management, which prescribe a maximum impact on net interest income of 3% for a 150 basis point parallel change in interest rates over six months from the most likely interest rate scenario, and a maximum of 6% for a 300 basis point change over 12 months. It is management’s ongoing objective to effectively manage the impact of changes in interest rates and minimize the resulting effect on earnings.

Derivative Financial Instruments

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

          Derivative contracts are written in amounts referred to as notional amounts. Notional amounts only provide the basis for calculating payments between counterparties. Notional amounts do not represent amounts to be exchanged between parties and are therefore not a measure of financial risk. On September 30, 2004, BB&T had derivative financial instruments outstanding with notional amounts totaling $17.3 billion. The estimated net fair value of open contracts was $116.6 million at September 30, 2004.

BB&T Corporation           Page 34          Third Quarter 2004 10-Q




          Credit risk related to derivatives arises when amounts receivable from a counterparty exceed those payable. Because the notional amount of the instruments only serves as a basis for calculating amounts receivable or payable, the risk of loss with any counterparty is limited to a small fraction of the notional amount. BB&T deals with national market makers with strong credit ratings in its derivatives activities. BB&T further controls the risk of loss by subjecting counterparties to credit reviews and approvals similar to those used in making loans and other extensions of credit. In addition, counterparties are required to provide cash collateral to BB&T when their unsecured loss positions exceed certain negotiated limits. All of the derivative contracts to which BB&T is a party settle monthly, quarterly or semiannually. Further, BB&T has netting agreements with the dealers with which it does business. Because of these factors, BB&T’s credit risk exposure related to derivative contracts at September 30, 2004, was not material.

          The following tables set forth certain information concerning BB&T’s derivative financial instruments at September 30, 2004:

Derivative Classifications and Hedging Relationships
September 30, 2004

(Dollars in thousands)

Notional Fair Value
Amount Gain Loss
Derivatives Designated as Cash Flow Hedges:
   Hedging business loans     $ 2,750,000   $ 14,093   $ (4,292 )
   Hedging certificates of deposit and short-term borrowed funds       4,250,000     3,412     (11,047 )
Derivatives Designated as Fair Value Hedges:    
   Hedging business loans       4,492     --     (169 )
   Hedging long-term debt       2,400,000     88,544     --  
Derivatives not designated as hedges       7,941,680     54,650     (28,592 )
     Total     $ 17,346,172   $ 160,699   $ (44,100 )









BB&T Corporation           Page 35          Third Quarter 2004 10-Q




Derivative Financial Instruments
September 30, 2004

(Dollars in thousands)

Average Average Estimated
Notional Receive Pay Fair
Amount Rate Rate Value
Receive fixed swaps     $ 5,913,480     4.57  %   2.11  % $ 111,068  
Pay fixed swaps       767,972     1.73     3.76     (12,880 )
Forward starting pay fixed swaps       3,000,000     --     2.73     (8,473 )
Caps, floors and collars       1,383,254     N/A     N/A     838  
Foreign exchange contracts       222,684     N/A     N/A     536  
Futures contracts       14,400     N/A     N/A     (4 )
Interest rate lock commitments       751,132     N/A     N/A     1,215  
Forward commitments       989,250     N/A     N/A     (3,629 )
Forward starting swaps       175,000     N/A     N/A     7,251  
Swaptions       2,500,000     N/A     N/A     12,093  
When-issued securities       1,080,000     N/A     N/A     2,817  
Options on contracts purchased       149,000     N/A     N/A     307  
TRS Options       400,000     N/A     N/A     5,460  
   Total     $ 17,346,172               $ 116,599  

              N/A - not applicable.

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

          BB&T utilizes a variety of financial instruments to meet the financial needs of its clients and to reduce >exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, options written, standby letters of credit and financial guarantees, interest rate caps, floors and collars, interest rate swaps, swaptions, when-issued securities, and forward and futures contracts. Please refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2003, for discussion with respect to BB&T’s quantitative and qualitative disclosures about its fixed and determinable contractual obligations. Items disclosed in the Annual Report on Form 10-K have not materially changed since that report was filed. A discussion of BB&T’s derivative financial instruments is included in the “Derivative Financial Instruments” section herein.

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CAPITAL ADEQUACY AND RESOURCES

          The maintenance of appropriate levels of capital is a management priority and is monitored on an ongoing basis. BB&T’s principal goals related to capital are to provide an adequate return to shareholders while retaining a sufficient base from which to support future growth and to comply with all regulatory standards.


BB&T Corporation           Page 36          Third Quarter 2004 10-Q




          Total shareholders’ equity was $10.8 billion at September 30, 2004, compared to $9.9 billion at December 31, 2003, an increase of 8.7%. BB&T’s book value per common share at September 30, 2004 was $19.54 compared to $18.33 at December 31, 2003. BB&T’s tangible shareholders’ equity was $6.2 billion at September 30, 2004, up from $5.9 billion at December 31, 2003. BB&T’s tangible book value per common share at September 30, 2004 was $11.17 compared to $10.92 at December 31, 2003.

          Bank holding companies and their subsidiaries are subject to regulatory requirements with respect to risk-based capital adequacy. Capital adequacy is an important indicator of financial stability and performance. Risk-based capital ratios measure capital as a percentage of a combination of risk-weighted balance sheet and off-balance sheet risk. The risk-weighted values of both balance sheet and off-balance sheet items are determined in accordance with risk factors specified by Federal bank regulatory pronouncements.

          Tier 1 capital is calculated as common shareholders’ equity excluding unrealized gains or losses on debt securities available for sale, unrealized gains on equity securities available for sale and unrealized gains or losses on cash flow hedges, net of deferred income taxes; plus certain mandatorily redeemable capital securities, less nonqualifying intangible assets, net of applicable deferred income taxes, and certain nonfinancial equity investments. Tier 1 capital is required to be at least 4% of risk-weighted assets, and total capital (the sum of Tier 1 capital, a qualifying portion of the allowance for loan and lease losses and qualifying subordinated debt) must be at least 8% of risk-weighted assets, with one half of the minimum consisting of Tier 1 capital.

          In addition to the risk-based capital measures described above, regulators have also established minimum leverage capital requirements for banking organizations. This is the primary measure of capital adequacy used by management and is calculated by dividing period-end Tier 1 capital by average tangible assets for the most recent quarter. The minimum required Tier 1 leverage ratio ranges from 3% to 5% depending upon Federal bank regulatory agency evaluation of an organization’s overall safety and soundness.

          During the third quarter of 2004, BB&T solicited and received the consent from holders of two outstanding issues of subordinated debt to remove certain provisions from the indenture under which the notes were issued that prevented the notes from qualifying as Tier 2 capital. BB&T filed a supplement to the indenture to requalify the notes as Tier 2 capital and included the additional $1.1 billion of debt in the calculation of its total capital ratio. This resulted in the total capital ratio increasing to 14.0% at September 30, 2004 compared to 12.1% at June 30, 2004.

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

CAPITAL RATIOS

2004 2003
Third Second First Fourth Third
Quarter Quarter Quarter Quarter Quarter
Risk-based capital ratios:
         Tier 1 capital       9.3  %   9.2  %   9.2  %   9.4  %   9.6  %
         Total capital       14.0     12.1     12.3     12.5     13.3  
Tier 1 leverage ratio       7.1     7.0     7.1     7.2     7.2  


BB&T Corporation           Page 37          Third Quarter 2004 10-Q




Share Repurchase Activity

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

          On August 26, 2003, BB&T’s Board of Directors granted authority for the repurchase of up to 50 million shares of BB&T’s common stock as needed for general corporate purposes. The plan remains in effect until all the authorized shares are repurchased unless modified by the Board of Directors.

          The following table presents the common stock repurchases made by BB&T during the third quarter of 2004:

Share Repurchase Activity

Maximum Remaining
Number of Shares
Total Average Total Shares Purchased Available for Repurchase
Shares Price Paid Pursuant to Pursuant to
Repurchased (1) Per Share Publicly-Announced Plan Publicly-Announced Plan
July       1,453,429   $ 38.40     1,446,400     41,752,100  
August       1,701,862   $ 38.55     1,697,800     40,054,300  
September       890,761   $ 40.11     882,500     39,171,800  
  Total       4,046,052   $ 38.84     4,026,700     39,171,800  

(1)   Repurchases reflect shares exchanged or surrendered in connection with the exercise of
        stock options under BB&T's stock option plans.

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ANALYSIS OF RESULTS OF OPERATIONS

          Consolidated net income for the third quarter of 2004 totaled $412.9 million, an increase of $297.0 million, or 256.3%, compared to the $115.9 million earned during the third quarter of 2003. On a diluted per share basis, earnings for the three months ended September 30, 2004, were $.74, compared to $.21 for the same period in 2003. BB&T’s results of operations for the third quarter of 2004 produced an annualized return on average assets of 1.69% and an annualized return on average shareholders’ equity of 15.42% compared to prior year ratios of .51% and 4.50%, respectively.

          Consolidated net income for the first nine months of 2004 totaled $1.1 billion, an increase of 50.2% compared to the $759.9 million earned during the same period in 2003. On a diluted per share basis, earnings for the first nine months of 2004 and 2003 were $2.05 and $1.51, respectively, which represents an increase of 35.8%. BB&T’s results of operations for the first nine months of 2004 produced an annualized return on average assets of 1.60% and an annualized return on average shareholders’ equity of 14.53% compared to prior year ratios of 1.21% and 11.97%, respectively. The results for the third quarter and first nine months of 2003 include $248.5 million in after-tax losses resulting from the early extinguishment of debt completed as part of a balance sheet restructuring described in the “Borrowings” section herein.


BB&T Corporation           Page 38          Third Quarter 2004 10-Q




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

ANNUALIZED
PROFITABILITY MEASURES

2004 2003
Third Second First Fourth Third
Quarter Quarter Quarter Quarter Quarter
Return on average assets       1.69  %   1.65  %   1.43  %   1.34  %   .51  %
Return on average shareholders' equity       15.42     15.17     12.93     11.98     4.50  
Net interest margin (taxable equivalent)       4.07     4.02     4.09     3.89     4.17  

   Merger-Related and Restructuring Charges

          Mergers and acquisitions have played an important role in the development of BB&T’s franchise. BB&T recorded certain merger-related items and restructuring costs during both 2004 and 2003. During the third quarter of 2004, BB&T recorded $2.0 million in net after-tax gains primarily associated with the sale of duplicate facilities, which were partially offset by charges primarily related to the acquisitions of First Virginia and Republic. During the third quarter of 2003, BB&T incurred $14.8 million in net after-tax charges primarily associated with the acquisition of First Virginia. Merger-related charges and expenses include personnel-related expenses such as staff relocation costs, severance benefits, early retirement packages and contract settlements. They also include furniture, equipment and occupancy costs related to department and branch consolidations as well as costs related to converting the data processing systems of the acquired companies to BB&T’s automation platform. For the nine months ended September 30, 2004 and 2003, BB&T incurred $4.5 million and $24.9 million, respectively, in net after-tax charges primarily associated with the same purchase acquisitions that affected the respective third quarters of 2004 and 2003. The above expenses are reflected in BB&T’s Consolidated Statements of Income as a category of noninterest expenses.

          The following table presents the components of merger-related and restructuring charges included in noninterest expenses. This table includes increases to previously recorded merger-related accruals and period expenses for merger-related items that must be expensed as incurred. Items that are required to be expensed as incurred include certain expenses associated with systems conversions, data processing, training, travel and other costs.


BB&T Corporation           Page 39          Third Quarter 2004 10-Q




Summary of Merger-Related and Restructuring Charges
(Dollars in thousands)

  For the Nine Months Ended September 30,
  2004 2003
     
Severance and personnel-related charges     $ 7,591   $ 11,385  
Occupancy and equipment charges       (9,667 )   9,291  
Systems conversions and related charges       524     5,270  
Marketing and public relations       4,009     7,565  
Asset write-offs, comforming policies                
       and other merger-related charges       4,925     4,813  
Total     $ 7,382   $ 38,324  

          Severance and personnel-related costs include severance, employee retention, payments related to change-in-control provisions of employment contracts, outplacement services and other benefits associated with employee termination, which typically occur in corporate support and data processing functions.

          Occupancy and equipment charges represent merger-related costs or credits associated with lease terminations, obsolete equipment write-offs, and the sale of duplicate facilities and equipment. Credits may result when obsolete properties or equipment are sold for more than originally estimated. Systems conversions and related charges include expenses necessary to convert and combine the acquired branches and operations of merged companies. Marketing and public relations costs represent direct media advertising related to the acquisitions. The other merger-related charges are comprised of asset and supply inventory write-offs, litigation accruals, costs to conform an acquired institution’s accounting policies to those of BB&T and other similar charges.

          In conjunction with the consummation of an acquisition and the completion of other requirements, BB&T typically accrues certain merger-related expenses related to estimated severance costs, costs to terminate lease contracts, costs related to the disposal of duplicate facilities and equipment, costs to terminate data processing contracts and other costs associated with the acquisition. The following tables present a summary of activity with respect to BB&T’s merger and restructuring accruals, with the more significant mergers (F&M National Corporation and First Virginia) presented separately. These tables include costs reflected as expenses, as presented in the table above, and accruals recorded through purchase accounting adjustments.


BB&T Corporation           Page 40          Third Quarter 2004 10-Q




First Virginia Banks, Inc.
(Dollars in thousands)
         
Balance Balance
December 31, Additions in Utilized in September 30,
2003 2004 2004 2004
Severance and personnel-related charges     $ 18,895   $ --   $ 10,404   $ 8,491  
Occupancy and equipment charges       23,689     1,535     18,375     6,849  
Systems conversions and related charges       20,735     8     20,743     --  
Other merger-related charges       2,675     828     3,297     206  
       Total     $ 65,994   $ 2,371   $ 52,819   $ 15,546  

           Merger-related and restructuring accruals related to First Virginia are generally expected to be utilized during 2004, unless they relate to specific contracts or legal obligations that expire in later years or they relate to the disposal of duplicate facilities and equipment, which may take longer to complete.

F&M National Corporation
(Dollars in thousands)
       
Balance Balance
December 31, Utilized in September 30,
2003 2004 2004
       
Severance and personnel-related charges     $ 63   $ 63   $ --  
Occupancy and equipment charges       7,097     5,519     1,578  
Systems conversions and related charges       --     --     --  
Other merger-related charges       987     --     987  
       Total     $ 8,147   $ 5,582   $ 2,565  

          The remaining accruals at September 30, 2004, for F&M National Corporation are related primarily to costs to exit certain leases and to dispose of excess facilities and equipment. These liabilities will be utilized in the future upon termination of the various leases and sale of duplicate property. These accruals are expected to be substantially utilized in 2004 unless they relate to specific contracts expiring in later years.

          Activity with respect to the merger and restructuring accruals for all other mergers is presented in the accompanying table:





BB&T Corporation           Page 41          Third Quarter 2004 10-Q






  All Other Merger Activity
  (Dollars in thousands)
         
Balance Balance
December 31, Additions in Utilized in September 30,
2003 2004 2004 2004
         
Severance and personnel-related charges     $ 8,892   $ 6,090   $ 6,814   $ 8,168  
Occupancy and equipment charges       17,910     2,992     8,498     12,404  
Systems conversions and related charges       --     4,199     2,777     1,422  
Other merger-related charges       7,408     2,276     5,618     4,066  
       Total     $ 34,210   $ 15,557   $ 23,707   $ 26,060  

          The liabilities for severance and personnel-related costs relate to severance liabilities that will be paid out based on such factors as expected termination dates, the provisions of employment contracts and the terms of BB&T’s severance plans. The remaining occupancy and equipment accruals relate to costs to exit certain leases and to dispose of excess facilities and equipment. Such liabilities will be utilized upon termination of the various leases and sale of duplicate property. Liabilities associated with systems conversions relate to termination penalties on contracts with information technology service providers. These liabilities will be utilized as the contracts are paid out and expire. The other merger-related liabilities relate to litigation, accruals to conform the accounting policies of acquired institutions to those of BB&T, and other similar charges.

          Because BB&T often has multiple merger integrations in process, and due to limited resources must schedule in advance significant events in the merger conversion and integration process, BB&T’s merger process and utilization of merger accruals may cover an extended period of time. In general, a major portion of accrued costs are utilized in conjunction with or immediately following the systems conversion, when most of the duplicate positions are eliminated and the terminated employees begin to receive severance payments. Other accruals are utilized over time based on the sale, closing or disposal of duplicate facilities or equipment or the expiration of lease contracts. Merger accruals are re-evaluated periodically and adjusted as necessary. The remaining accruals at September 30, 2004, are expected to be utilized during 2004, unless they relate to specific contracts that expire in later years.

          The accruals utilized during 2004 in the tables above include reversals of $36.1 million of previously recorded merger-related and restructuring accruals principally related to the finalization of estimates for employee terminations, contract cancellations and occupancy costs. The above reversals include $17.8 million of pre-tax adjustments to goodwill that had no effect on BB&T’s consolidated results of operations. The remaining $18.3 million was included as a reduction of merger-related and restructuring charges during 2004 in the Consolidated Statements of Income.

BB&T Corporation           Page 42          Third Quarter 2004 10-Q




Net Interest Income and Net Interest Margin

          Net interest income on an FTE basis was $875.7 million for the third quarter of 2004 compared to $832.9 million for the same period in 2003, an increase of $42.8 million, or 5.1%. For the three months ended September 30, 2004, average earning assets increased $6.3 billion, or 7.9%, compared to the same period of 2003, while average interest-bearing liabilities increased $4.3 billion, or 6.5%, and the net interest margin decreased from 4.17% in the third quarter of 2003 to 4.07% in the current quarter. The decrease in the net interest margin was caused by a combination of several factors. The reinvestment of proceeds from the sales, maturities and prepayments of securities in lower yielding securities, additional interest expense incurred in connection with BB&T’s stock buy-back program and the runoff of higher-yielding fixed rate loans all adversely affected the net interest margin in the third quarter of 2004.

          For the nine months ended September 30, 2004, net interest income on an FTE basis was $2.6 billion compared to $2.3 billion for the same period in 2003, an increase of $276.7 million, or 12.1%. Average earning assets for the first nine months of 2004 increased $10.1 billion, or 13.6%, compared to the same period of 2003, while average interest-bearing liabilities increased $6.7 billion, or 10.5%. The net interest margin for the nine months ended September 30, 2004 was 4.06%, down from 4.12% for the first nine months of 2003. The decrease resulted largely from the same factors that affected the quarterly comparison described above. At the same time, the margin was positively affected by the balance sheet restructuring completed during 2003, which consisted of BB&T refinancing or prepaying approximately $5.9 billion of long-term FHLB advances and retaining an additional $3.6 billion in fixed-rate mortgage loans from originations made during the second half of 2003 and the first quarter of 2004.

          The following tables set forth the major components of net interest income and the related annualized yields and rates for the third quarter and first nine months of 2004 compared to the same periods in 2003, and the variances between the periods caused by changes in interest rates versus changes in volumes.








BB&T Corporation           Page 43          Third Quarter 2004 10-Q




Net Interest Income and Rate / Volume Analysis
For the Three Months Ended September 30, 2004 and 2003

Average Balances Annualized Yield / Rate Income / Expense Increase Change due to
2004 2003 2004 2003 2004 2003 (Decrease) Rate (6) Volume (6)
(Dollars in thousands)
Assets
Securities (1):
      U.S. Treasury, government and other (5)     $ 17,609,877   $ 16,425,338     3.91  %   4.28  % $ 172,268   $ 175,594   $ (3,326 ) $ (15,921 ) $ 12,595  
      States and political subdivisions    806,875    997,878    6.45    6.28    13,016    15,667    (2,651 )  444    (3,095 )
           Total securities (5)    18,416,752    17,423,216    4.02    4.39    185,284    191,261    (5,977 )  (15,477 )  9,500  
Other earning assets (2)    569,256    633,744    2.06    1.13    2,943    1,798    1,145    1,345    (200 )
Loans and leases, net                                                          
      of unearned income (1)(3)(4)(5)    66,878,307    61,519,643    5.90    6.02    990,783    931,997    58,786    (18,909 )  77,695  
           Total earning assets    85,864,315    79,576,603    5.47    5.62    1,179,010    1,125,056    53,954    (33,041 )  86,995  
           Non-earning assets       11,265,176     11,269,213  
               Total assets   $97,129,491   $90,845,816  
Liabilities and Shareholders' Equity  
Interest-bearing deposits:  
      Savings and interest-checking   $4,813,519   $4,497,102    0.22    0.27    2,618    3,016    (398 )  (596 )  198  
      Money rate savings    22,636,090    20,018,836    0.75    0.65    42,679    32,627    10,052    5,461    4,591  
      Certificates of deposit and other time deposits    25,920,707    26,350,439    2.09    2.23