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Investor Relations Contacts

2

Bruce MacPherson

Mobile 336
-
793
-
7988

Officer

BMacPherson@BBandT.com

3

Non
-
GAAP Information

This

presentation

contains

financial

information

and

performance

measures

determined

by

methods

other

than

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”)
.

BB&T’s

management

uses

these

“non
-
GAAP”

measures

in

their

analysis

of

the

corporation’s

performance

and

the

efficiency

of

its

operations
.

Management

believes

that

these

non
-
GAAP

measures

provide

a

greater

understanding

of

ongoing

operations

and

enhance

comparability

of

results

with

prior

periods

as

well

as

demonstrating

the

effects

of

significant

gains

and

charges

in

the

current

period
.

The

company

believes

that

a

meaningful

analysis

of

its

financial

performance

requires

an

understanding

of

the

factors

underlying

that

performance
.

BB&T’s

management

believes

that

investors

may

use

these

non
-
GAAP

financial

measures

to

analyze

financial

performance

without

the

impact

of

unusual

items

that

may

obscure

trends

in

the

company’s

underlying

performance
.

These

disclosures

should

not

be

viewed

as

a

substitute

for

financial

measures

determined

in

accordance

with

GAAP,

nor

are

they

necessarily

comparable

to

non
-
GAAP

performance

measures

that

may

be

presented

by

other

companies
.

In

this

presentation,

these

measures

are

generally

marked

as

“non
-
GAAP”

and

are

accompanied

with

disclosure

regarding

why

BB&T’s

management

believes

such

measures

are

useful

to

investors
.

Below

is

a

listing

of

the

types

of

non
-
GAAP

measures

used

in

this

presentation
:



Tangible common equity and Tier 1 common equity ratios are non
-
GAAP measures. BB&T uses the Tier 1 common equity definition used

in the SCAP assessment to
calculate these ratios. The Basel III Tier I common equity ratio is also a non
-
GAAP measure and reflects management’s best estim
ate of the proposed regulatory
requirements, which are subject to change. BB&T's management uses these measures to assess the quality of capital and believ
es
that investors may find them useful in their
analysis of the corporation. These capital measures are not necessarily comparable to similar capital measures that may be pr
ese
nted by other companies.


Asset quality ratios have been adjusted to remove the impact of acquired loans and foreclosed property covered by FDIC loss s
har
ing agreements as management believes
their inclusion results in distortion of those ratios and may not be comparable to other periods presented or to other portfo
lio
s that were not impacted by purchase accounting.


Fee income and efficiency ratios are non
-
GAAP in that they exclude securities gains (losses), foreclosed property expense, amort
ization of intangible assets, merger
-
related
and restructuring charges, the impact of FDIC loss share accounting and other selected items.


Return on average tangible common shareholders’ equity is a non
-
GAAP measure that calculates the return on average common shareh
olders’ equity without the impact of
intangible assets and their related amortization.


A reconciliation of these non
-
GAAP measures to the most directly comparable GAAP measure is included on the Investor Relations s
ection of BB&T’s website and as an appendix to this
presentation.

Forward
-
Looking Information

This

presentation

contains

forward
-
looking

statements

with

respect

to

the

financial

condition,

results

of

operations

and

businesses

of

BB&T
.

Statements

that

are

not

historical

or

current

facts

or

statements

about

beliefs

and

expectations

are

forward
-
looking

statements
.

Words

such

as

“anticipates,”

“believes,”

“estimates,”

“expects,”

“forecasts,”

“intends,”

“plans,”

“projects,”

“may,”

“will,”

“should,”

and

other

similar

expressions

are

intended

to

identify

these

forward
-
looking

statements
.

Forward
-
looking

statements

involve

certain

risks

and

uncertainties

and

are

based

on

the

beliefs

and

assumptions

of

the

management

of

BB&T,

and

the

information

available

to

management

at

the

time

that

this

presentation

was

prepared
.

Factors

that

may

cause

actual

results

to

differ

materially

from

those

contemplated

by

such

forward
-
looking

statements

include,

among

others,

the

following
:

(
1
)

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
;

(
2
)

disruptions

to

the

credit

and

financial

markets,

either

nationally

or

globally,

including

the

impact

of

a

downgrade

of

U
.
S
.

government

obligations

by

one

of

the

credit

rating

agencies

and

the

adverse

effects

of

the

ongoing

sovereign

debt

crisis

in

Europe
;

(
3
)

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
;

(
4
)

competitive

pressures

among

depository

and

other

financial

institutions

may

increase

significantly
;

(
5
)

legislative,

regulatory,

or

accounting

changes,

including

changes

resulting

from

the

adoption

and

implementation

of

the

Dodd
-
Frank

Wall

Street

Reform

and

Consumer

Protection

Act

of

2010
,

and

changes

in

accounting

standards,

may

adversely

affect

the

businesses

in

which

BB&T

is

engaged
;

(
6
)

local,

state

or

federal

taxing

authorities

may

take

tax

positions

that

are

adverse

to

BB&T
;

(
7
)

reduction

in

BB&T’s

credit

ratings
;

(
8
)

adverse

changes

may

occur

in

the

securities

markets
;

(
9
)

competitors

of

BB&T

may

have

greater

financial

resources

and

develop

products

that

enable

them

to

compete

more

successfully

than

BB&T

and

may

be

subject

to

different

regulatory

standards

than

BB&T
;

(
10
)

costs

or

difficulties

related

to

the

integration

of

the

businesses

of

BB&T

and

its

merger

partners

may

be

greater

than

expected
;

(
11
)

unpredictable

natural

or

other

disasters

could

have

an

adverse

effect

on

BB&T

in

that

such

events

could

materially

disrupt

BB&T’s

operations

or

the

ability

or

willingness

of

BB&T’s

customers

to

access

the

financial

services

BB&T

offers
;

(
12
)

expected

cost

savings

associated

with

completed

mergers

and

acquisitions

may

not

be

fully

realized

or

realized

within

the

expected

time

frames
;

and

(
13
)

deposit

attrition,

customer

loss

and/or

revenue

loss

following

completed

mergers

and

acquisitions,

may

be

greater

than

expected
.

These

and

other

risk

factors

are

more

fully

described

in

BB&T’s

Annual

Report

on

Form

10
-
K

for

the

year

ended

December

31
,

2011

under

the

section

entitled

Item

1
A
.

“Risk

Factors”

and

from

time

to

time,

in

other

filings

with

the

Securities

and

Exchange

Commission
.

You

are

cautioned

not

to

place

undue

reliance

on

these

forward
-
looking

statements,

which

speak

only

as

of

the

date

of

this

presentation
.

Actual

results

may

differ

materially

from

those

expressed

in

or

implied

by

any

forward
-
looking

statements
.

Except

to

the

extent

required

by

applicable

law

or

regulation,

BB&T

undertakes

no

obligation

to

revise

or

update

publicly

any

forward
-
looking

statements

for

any

reason
.


A values
-
driven highly profitable growth organization. During the
last two decades, our growth came largely from mergers as the
economics of combinations were compelling. In the mid
-
2000’s, we
turned our attention to an organic growth strategy, which proved
very effective. More recently, while maintaining our focus on
organic growth, we are well positioned for strategic opportunities.



Our fundamental strategy is to deliver the best value proposition in
our markets. Recognizing value is a function of quality to price, our
focus is on delivering high quality client service resulting in a perfect
client experience.



Our over
-
arching purpose is to achieve our vision and mission,
consistent with our values, with the ultimate goal of maximizing
shareholder returns.

4

1

Excludes home office deposits



Number of branches per state as of June 30, 2012. Excludes pending office from BankAltlantic Merger


Deposit Market Share data as of June 30, 2011


Source: FactSet, FDIC, SNL DataSource

State

#

of

Branches

Deposits

State

Rank

Virginia

378

$
20.3
bn

North
Carolina
1


366

$
22.9
bn

Florida

268

$
12.6
bn

Georgia

167

$
11.3
bn

Maryland

129

$
6.6
bn

South Carolina

116

$
6.7
bn

Kentucky

88

$
3.9
bn

Alabama

87

$
4.5
bn

West Virginia

78

$ 5.1
bn

Tennessee

55

$
2.8
bn

Texas

28

$

1.1

bn

District of Columbia

12

$
1.3
bn

Indiana

2


NM

Total

# of Branches

1,774

41

7

NM

4

2

5

5

3

4

4

1

6

7

Asset Size

$ 178.5 billion

Deposits

$ 126.1 billion

Loans

$ 113.8 billion

Total Invested Assets

$ 92.9 billion

FTE’s


32,998

Clients


6.4 million

as of June 30, 2012

5

36 Banking Regions

Local decision
-
making

Centralized support system

Foundation for our sales and service culture model


AFCO/CAFO


Capital Markets


Dealer Finance


Equipment Finance


Grandbridge


Insurance


Scott & Stringfellow


Sheffield

Premier Model for Community Banking…

… and Diverse Non
-
Bank Businesses

6

7

2012 Second Quarter Performance Highlights
1

1

Linked quarter growth rates are annualized, except for credit metrics.

2

Available to common shareholders.

3

Fully taxable equivalent.

4

Excludes covered assets.


Net income
2

totaled $510 million, up 66.1% vs. 2Q11


EPS totaled $0.72, up 63.6% vs. 2Q11


Represents record quarterly net income
2


Broad
-
based strong performance across the company’s operating segments


Average loan growth was 6.6% vs. 1Q12


Average loan growth excluding ADC, covered and other acquired portfolios was 9.9% vs. 1Q12


Loan growth was led by Other Lending Subsidiaries, Mortgage, C&I, Direct Retail and Sales Finance


Average noninterest
-
bearing deposits increased $1.5 billion, or 22.6% vs. 1Q12


Average total deposits increased $742 million, or 2.4% vs. 1Q12


Significant improvement in deposit mix and cost


NPAs decreased $359 million, or 15.9%
4

vs. 1Q12


Foreclosed real estate decreased $157 million, or 41.5%
4


Foreclosed property expense decreased $20 million from 1Q12


NPLs decreased $196 million, or 10.6% vs. 1Q12


Total revenues
3

totaled $2.5 billion, up 20.9% vs. 1Q12


Linked quarter growth driven substantially by Crump insurance acquisition


YTD total revenues
3

totaled $4.8 billion, up 14.2% vs. 1H11


Excluding Crump insurance, noninterest expenses decreased 8.7% vs. 1Q12


FTEs were flat, excluding the Crump insurance acquisition


Produced positive operating leverage

8

Continued Strong Loan Growth

$102.8
$103.9
$105.8
$107.5
$109.2
$100
$105
$110
2Q11
3Q11
4Q11
1Q12
2Q12
Average Loans Held for Investment
($ in billions)

Experienced strong growth in direct retail, sales
finance, C&I, mortgage and other lending
subsidiaries (e.g. equipment finance, insurance
premium finance and consumer finance)


Excluding the termination of leveraged leases,
average C&I loans grew 4.4%


Loan growth gained momentum during the quarter,
with EOP loans HFI up $2.9 billion, an annualized
rate of 10.8%


EOP C&I grew 8.7% annualized


BB&T discontinued practice of holding conforming
10 and 15 year mortgages in the portfolio in early
June


BankAtlantic will add approximately $2 billion in
loans with appropriate credit marks

1

Excludes loans held for sale.

2

Other lending subsidiaries consist of AFCO/CAFO/Prime Rate, Lendmark, BB&T Equipment Finance, Grandbridge Real Estate Capital
, S
heffield Financial and Regional Acceptance.

C&I

$ 36,293


$ 272


3.0 %

Other CRE

10,578


(100)


(3.8)

Sales Finance

7,690


174


9.3

Revolving Credit

2,178


3


0.6

Residential Mortgage

22,114


1,058

20.2

Other Lending Subsidiaries
2

9,370


702

32.6

Direct Retail

15,042


368

10.1


Subtotal

$ 103,265

$ 2,477


9.9 %

ADC

1,744


(245)


(49.5)

Covered and other acquired loans

4,240


(470)

(40.1)


Total

$ 109,249

$ 1,762


6.6 %

2Q12 vs. 1Q12

Annualized %
Increase
(Decrease)

Average Loan Growth Highlights
1

($ in millions)

2Q12 vs. 1Q12

$

Increase

(Decrease)

2Q12

Average
Balance


Average total loan growth is expected to be in the 5% to
7% range annualized, excluding BankAtlantic, for 3Q12,
contingent
on the economy

9

Improved Deposit Mix and Cost


Strong growth in noninterest
-
bearing deposits, up
22.6%


Effectively reduced deposit cost from 0.72% in 2Q11
to 0.44% in 2Q12


Average CD maturity is 14 months


Management currently expects similar deposit growth
in 3Q12, excluding BankAtlantic, and continued lower
deposit costs


Achieved YTD growth in net new retail deposit
accounts of 24,000

Noninterest
-
bearing deposits

$ 27,643

$ 1,470


22.6 %

Interest checking

19,911


199


4.1

Money market & savings

46,557


890


7.8


Subtotal

$ 94,111

$ 2,559


11.2 %

Certificates and other time
deposits


31,205



(1,737)


(21.2)

Foreign office deposits


interest
-
bearing


32



(80)



NM


Total deposits

$ 125,348


$ 742


2.4 %

Average Deposit Growth Highlights

($ in millions)

2Q12 vs. 1Q12

Annualized %
Increase
(Decrease)

2Q12 vs. 1Q12

$

Increase

(Decrease)

2Q12

Average
Balance

$106.5

$115.1

$121.9

$124.6

$125.3

0.72%

0.65%

0.56%

0.49%

0.44%

0.00%
0.10%
0.20%
0.30%
0.40%
0.50%
0.60%
0.70%
0.80%
$90.0
$100.0
$110.0
$120.0
$130.0
2Q11
3Q11
4Q11
1Q12
2Q12
Average
Deposits

($ in billions)

Total
Interest-Bearing Deposit Cost

BankAtlantic will add approximately $3 billion in core
deposits

Diverse Revenue Mix
1

10

1

Based on segment revenues, excluding Other, Treasury and Corporate for 2Q12.

Segment Revenue

Community
Banking

48%

Residential
Mortgage
Banking

10%

Dealer
Financial
Services

6%

Specialized
Lending

8%

Financial
Services

12%

Insurance
Services

16%


2Q12 segments produced
balanced, diversified revenue
stream


All lines of business performing
well and contributing to revenue
growth


We continue to invest in systems
and resources to drive future
revenue growth

11

Strong Profitability Trends

0.83%
0.89%
0.93%
1.03%
1.22%
0.7%
0.8%
0.9%
1.0%
1.1%
1.2%
1.3%
1.4%
2Q11
3Q11
4Q11
1Q12
2Q12
Return on Average Assets
7.25%
8.30%
8.76%
9.75%
11.21%
12.32%
13.71%
14.36%
15.88%
18.85%
4.00%
8.00%
12.00%
16.00%
20.00%
6.0%
8.0%
10.0%
12.0%
2Q11
3Q11
4Q11
1Q12
2Q12
Returns on Equity
ROCE
ROTCE
1

Continued improvement in
profitability towards BB&T’s
long
-
term objective of:


ROA 1.40%
-

1.50%


ROCE 14.0%
-

16.0%



Challenges:


Prolonged low interest rate
environment


Basel III capital rates starting
to be defined. May require
higher amounts of capital for
the long term


1

Calculates the return on average common shareholders’ equity without the impact of intangible assets and their related
amortization. See non
-
GAAP reconciliations included in the attached Appendix.

12

NPAs Decrease 15.9%
1


Lowest Levels Since 3Q08

$3,353
$2,969
$2,450
$2,256
$1,897
$1,500
$2,000
$2,500
$3,000
$3,500
2Q11
3Q11
4Q11
1Q12
2Q12
Total Nonperforming Assets
1
($ in millions)

15.9% reduction in NPAs vs. 1Q12, nine
sequential quarterly declines


Commercial NPLs down 11.2%


Residential mortgage NPLs down 17.8%


Foreclosed real estate down 41.5%


Direct retail NPLs down 4.3%


Management continues to expect NPAs
to decrease approximately 5%
-

10% in
3Q12 assuming no significant economic
deterioration

1

Excludes covered assets.

Down

43.4% vs.
2Q11

2.18%
1.83%
1.45%
1.33%
1.09%
1.00%
1.50%
2.00%
2.50%
2Q11
3Q11
4Q11
1Q12
2Q12
Total Nonperforming Assets as a Percentage of Total
Assets
1
13

Foreclosed Real Estate Decreases 41.5%

$1,147
$950
$536
$378
$221
$100
$300
$500
$700
$900
$1,100
$1,300
2Q11
3Q11
4Q11
1Q12
2Q12
Foreclosed Real Estate
1
($ in millions)

Significant reduction in
foreclosed real estate, down
41.5% vs. 1Q12


Successful quarter executing
aggressive OREO reduction
strategy


Lower inflows


Strong sales results


3Q sales pipeline remains
solid


Foreclosed property expense
decreased 21.7% (87.4%
annualized) compared with
1Q12


Expected to trend lower
throughout the year

1

Excludes covered assets.

$247
$118
$126
$86
$58
$227
$213
$255
$182
$143
$20
$120
$220
$320
2Q11
3Q11
4Q11
1Q12
2Q12
Sales and Inflows of Foreclosed Real Estate
1
($ in millions)
Inf lows
Sales
Foreclosed Real
Estate inflows
decreased
76.5% vs. 2Q11

Foreclosed Real
Estate down
80.7% vs. 2Q11

14

Lower Losses and Strong Reserve Position
1

1.46%
1.44%
1.46%
1.28%
1.22%
0.34%
0.50%
1.00%
1.50%
2.00%
2Q11
3Q11
4Q11
1Q12
2Q12
Net Charge
-
offs / Average Loans
Core charge
-
offs
Writedowns on Transfer to LHFS
1

Excludes covered loans, allowance for covered loans and covered charge
-
offs

2

Based on the allowance for credit losses including allowance for covered loans and covered charge
-
offs.


2Q12 net charge
-
offs were 1.22%,
a 3.6% decrease in net losses
compared with 1Q12


Expect total charge
-
offs to be in the
1.15% to 1.20% range in 3Q12 and
to trend lower thereafter

1.14x
1.15x
1.13x
1.11x
1.21x
0.60x
0.80x
1.00x
1.20x
1.40x
1.60x
2Q11
3Q11
4Q11
1Q12
2Q12
Allowance for Loan and Lease Losses /
Nonperforming Loans and Leases Held for Investment

$64 million allowance reduction in
2Q12, consistent with the reduction
in 1Q12
2


Allowance coverage remains strong
at 1.21x nonperforming loans


BB&T will remain conservative in
approach to the allowance and
coverage levels based on economic
conditions

Benefits of Differentiated Risk Management

Net Charge
-
offs / Average Loans

Nonperforming Loans / Loans

1

Peers include CMA, FITB, HBAN, KEY, MTB, PNC, RF, STI, USB, and ZION.


Source: SNL and Company Reports

Credit quality consistent relative to peers in good times

Superior in challenging times

0.27%
0.38%
0.89%
1.79%
2.41%
1.57%
1.25%
0.26%
0.35%
1.39%
2.77%
2.66%
1.28%
0.83%
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
2006
2007
2008
2009
2010
2011
1H12
0.31%
0.55%
1.43%
2.51%
2.49%
1.68%
1.45%
0.36%
0.84%
2.02%
3.91%
2.97%
2.13%
1.70%
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
2006
2007
2008
2009
2010
2011
1H12
BBT

Peers
1

15

16

Margin Improves


Management expects the margin to
be in the 3.90%
-

3.95% range in
2H12 driven by:



Improving asset mix as specialized
lending grows faster than other
portfolios


Slowing CRE runoff will drive
improving asset mix


Lower deposit cost


Lower long
-
term debt cost


Offset by lower interest rate
environment and runoff of covered
assets


BB&T maintains a slightly asset
sensitive interest rate risk position

-
0.24%
0.93%
1.97%
3.42%
-
0.86%
1.63%
2.71%
4.28%
-
1.50%
-
0.50%
0.50%
1.50%
2.50%
3.50%
4.50%
Down 25
Up 50
Up 100
Up 200
Rate Sensitivities
Sensitivities as of 06/30/12
Sensitivities as of 03/31/12
4.15%
4.09%
4.02%
3.93%
3.95%
3.49%
3.50%
3.48%
3.49%
3.47%
3.00%
3.50%
4.00%
4.50%
2Q11
3Q11
4Q11
1Q12
2Q12
Net Interest Margin
BB&T
Peers
1

1

Peers include CMA, FITB, HBAN, KEY, MTB, PNC, RF, STI, USB, and ZION.

Source: SNL and Company Reports.

17

Low
-
Risk Securities Portfolio


BB&T plans to be selective in
cash flow reinvestment in
2H12


Earning assets are expected
to grow more slowly than
loans as securities trend
lower


Duration of securities portfolio
is 2.8 years


The portfolio, excluding
covered securities, has a net
premium of approximately
1.3%, which ensures a
relatively stable yield on
securities

UST & Federal
Agency
2.2%
Agency MBS
Passthroughs
38.4%
Agency MBS
CMOs
47.1%
States and
political
subdivisions
5.4%
Covered
4.2%
Non Agency
MBS
0.8%
Other
1.9%
Portfolio Composition
18

Fee Income Growth

40.8%
39.3%
38.4%
41.0%
42.4%
32.0%
36.0%
40.0%
44.0%
48.0%
2Q11
3Q11
4Q11
1Q12
2Q12
Fee Income Ratio
1
1

Excludes securities gains (losses), the impact of FDIC loss share accounting and other selected items. See Non
-
GAAP Reconciliat
ions included in the attached Appendix.

2

Linked quarter percentages are annualized.




2Q12

2Q12 v.


1Q12
2

Increase
(Decrease)

2Q12 v.


2Q11

Increase
(Decrease)


Insurance income

$


393


181.1 %


31.4 %


Service charges on deposits


138


2.9


(4.8)


Mortgage banking income


182


(63.3)

119.3


Investment banking and brokerage
fees and commissions




88



(4.5)




(2.2)


Checkcard fees


45


18.7

(43.0)


Bankcard fees and merchant
discounts



59



37.2



13.5


Trust and investment advisory
revenues



46



8.9



2.2


Income from bank
-
owned life
insurance



27



(40.2)




(6.9)


FDIC loss share income, net


(74)

120.0


(8.6)


Securities gains (losses), net


(2)


NM

-


Other income


64


92.8


33.3


Total noninterest income

$


966


43.9 %


22.7 %


Insurance income increased $122 million vs. 1Q12.
Crump insurance produced $77 million of the increase
combined with seasonally stronger insurance
commissions resulting in a $45 million increase


Mortgage banking income was down $34 million vs. a
record 1Q12 due to $19 million lower gains on mortgages
sold and $20 million lower net MSR gains


FDIC loss share income was $17 million worse due to
negative accretion on covered securities and cash flow
reassessments


Other income increased $12 million compared to 1Q12 as
a result of $42 million in affordable housing write
-
downs
in the first quarter, offset by $21 million in lower income
on assets for certain post
-
employment benefits

Noninterest Income

($ in millions)


Insurance revenue is expected to be seasonally lower in 3Q12


Mortgage revenues are expected to remain strong in 3Q12

Delivering all Components of Profitability

1


Excludes securities gains (losses), foreclosed property expense, amortization of intangible assets, merger
-
related and restruc
turing charges, the impacts of FDIC loss share
accounting, and other selection items.

2


Peers include
CMA, F
ITB, HBAN, KEY, MTB, PNC, RF, STI, USB and ZION.


Source: SNL and Company Reports

BBT
1

Peers
2

40.1%
39.2%
37.9%
40.0%
36.5%
38.3%
37.3%
40.6%
41.3%
40.7%
42.8%
41.0%
39.7%
41.7%
35.0%
37.5%
40.0%
42.5%
45.0%
2006
2007
2008
2009
2010
2011
1H12
Solid Fee Income Ratio


Noninterest income is being
strengthened and diversified
by Crump Acquisition


All regulatory impact
reflected, fee income
expected to grow year over
year


Wealth business provides
significant opportunity to
improve fee income.

19

20

Noninterest Expenses and Efficiency








2Q12

2Q12 v.
1Q12
2

Increase
(Decrease)

2Q12 v.
2Q11

Increase
(Decrease)

Personnel expense

$

775


24.8 %


13.5 %

Foreclosed property expense


72


(87.4)

(50.3)

Occupancy and equipment
expense


159



15.8



4.6

Loan processing expenses

62


(6.4)


8.8

Regulatory charges

43


19.6

(27.1)

Professional services

39


46.0


2.6

Software expense

32

-


10.3

Amortization of intangibles

29

128.0


16.0

Merger
-
related and restructuring
charges, net


2



NM



-

Other expenses

213


15.7


3.9


Total noninterest expense

$

1,426


11.9 %


2.2 %


The 3Q12 effective tax rate is expected to be up slightly vs.
2Q12


The impact of the proposed VISA announcement is immaterial

1

Excludes securities gains (losses), foreclosed property expense, amortization of intangible assets, merger
-
related and restructu
ring charges, the impact of FDIC loss share
accounting, and other selected items. See Non
-
GAAP Reconciliations included in the attached Appendix.

2

Linked quarter percentages are annualized.

55.8%
54.6%
53.5%
52.0%
53.9%
50.0%
55.0%
60.0%
2Q11
3Q11
4Q11
1Q12
2Q12
Efficiency Ratio
1
Noninterest Expense

($ in millions)


Produced positive operating leverage


Personnel expense increased $45 million due to a $69
million increase in personnel costs from the Crump
insurance acquisition and higher incentives offset by a $23
million decrease in other post
-
employment benefit expense


Excluding the Crump insurance acquisition, FTEs were flat


Foreclosed property expense decreased $20 million due to
reduced losses and lower inventory. Expect foreclosure
costs to trend lower this year


Merger
-
related and restructuring expenses were lower
than anticipated because of the BankAtlantic closing delay.
We expect approximately $50 million of these expenses in
3Q12


Crump insurance added $64 million in expenses and $7
million in amortization of intangibles during the quarter.
Excluding these expenses, noninterest expense decreased
$30 million, or an annualized 8.7%

Delivering all Components of Profitability

1


Excludes securities gains (losses), foreclosed property expense, amortization of intangible assets, merger
-
related and restruc
turing charges, the impacts of FDIC loss share
accounting, and other selection items.

2


Peers include
CMA, F
ITB, HBAN, KEY, MTB, PNC, RF, STI, USB and ZION.


Source: SNL and Company Reports

BBT
1

Peers
2

53.2%
51.4%
50.9%
50.4%
53.9%
55.2%
53.0%
55.3%
56.0%
57.7%
60.6%
60.9%
63.3%
63.5%
45.0%
50.0%
55.0%
60.0%
65.0%
2006
2007
2008
2009
2010
2011
1H12
Strong Efficiency Ratio


Lower NPAs are driving
lower credit
-
related costs


Expense optimization is
producing lower costs


Expect positive operating
leverage in 2012


Target efficiency in the low
50s range

21

22

Capital Strength
1

1

Current quarter regulatory capital information is preliminary. Risk
-
weighted assets are determined based on regulatory capital r
equirements. Under the regulatory framework for determining risk
-
weighted
assets each asset class is assigned a risk
-
weighting of 0%, 20%, 50% or 100% based on the underlying risk of the specific asset
class. In addition, off balance sheet exposures are first converted to a
balance sheet equivalent amount and subsequently assigned to one of the four risk
-
weightings. Tier 1 common equity ratio is a No
n
-
GAAP measure. BB&T uses the Tier 1 common equity definition used in
the SCAP assessment to calculate these ratios. BB&T's management uses these measures to assess the quality of capital and be
lie
ves that investors may find them useful in their analysis of the
Corporation. These capital measures are not necessarily comparable to similar capital measures that may be presented by othe
r c
ompanies.

2

The
Basel III Tier I common equity ratio is also a non
-
GAAP measure and reflects management’s best estimate of the proposed regulato
ry requirements, which are subject to change.

3

Peers include
CMA, F
ITB, HBAN, KEY, MTB, PNC, RF, STI, USB and ZION.


Source: SNL and Company Reports


Tier 1 common remains strong
following the acquisition of Crump
insurance


The Tier 1 common ratio for 3Q12,
including BankAtlantic, is expected to
be approximately 9.5%


BB&T’s currently estimates Tier 1
common under Basel III to be
approximately 8.2%
2


Basel III estimate does not include
any mitigating actions which will
result in higher capital ratios


BB&T has financial flexibility to
take advantage of opportunities as
they arise


Management will be opportunistic in
issuing additional perpetual preferred
in order to reach the 150 bps Tier 1
capacity

9.6%
9.8%
9.7%
10.0%
9.7%
9.3%
9.4%
9.4%
9.8%
9.6%
6.0%
7.0%
8.0%
9.0%
10.0%
2Q11
3Q11
4Q11
1Q12
2Q12
Tier 1 Common Ratio
BBT
Peer Median
3

23

Community Banking Segment

Net Interest Income

Noninterest Income
1

Loan Loss provision

Noninterest Expense
2

Income Tax Expense

Segment Net Income

$ 856


323

190

712

100

$ 177


$ (8)


16


(65)


(42)


43


$ 72


$ (46)


(3)


65


(50)


(25)


$ (39)

Total Noninterest Bearing
Growth
3


Noninterest
Bearing
/ Total
Deposits
3


Direct Retail Loan Growth
3


C&I
Portfolio / Total
Commercial

Loan Portfolio
3


Commercial Loan Production (#)


Commercial Loan Production ($)

Comments

Highlighted Metrics

2Q12

2Q11

($ in millions)

Inc/(Dec)

1Q12

Inc/(Dec)

2Q11


2Q12

($ in billions)

1

Noninterest Income includes intersegment net referral fee income.

2

Noninterest
Expense includes intersegment net referral fee expense, amortization of intangibles, and allocated corporate expense
.

3

Represents average balances.

24.2%


24.6%


10.2%


67.7%



6,022


$ 3.7


14.1%



20.6%




(2.6)%




63.9%




5,562



$ 2.7


Direct Retail lending increased $1.4 billion, or
10.2%, compared with 2Q11 and grew
10.1%
compared with 1Q12


Commercial Loan pipeline increased by 35.5%
compared to 2Q11 and grew
23.9%
compared
with
1Q12


Noninterest bearing deposit growth remains
strong with 24.2% growth vs. 2Q11


Net income
drivers included
:


Reduced foreclosed property costs and NPL
held for sale losses


Lower regulatory costs due to improved credit
metrics


Higher mortgage banking referral income


Payment
-
related and Mortgage referral revenue
growth has helped offset the financial impact of
debit interchange and overdraft
regulations


Great
opportunities in newer markets in Florida,
Alabama and Texas


BankAtlantic acquisition will provide strategic
enhancement to Florida
franchise

24

Net Interest Income

Noninterest Income
1

Loan Loss Provision

Noninterest Expense
2

Income Tax Expense

Segment Net Income

Retail Originations

Correspondent Originations

Total Originations


Loan Sales


Loans Serviced for others (EOP)


30+ Days Delinquent (HFI only)

% Non
-
Accrual (HFI only)

Net Charge
-
Offs (HFI only)


Residential Mortgage Banking Segment

Retains and services mortgage loans originated by the Community Banking segment

as well as those purchased from various correspondent originators

Comments

Highlighted Metrics

($ in millions)

Inc/(Dec)

1Q12

Inc/(Dec)

2Q11


2Q12

2Q12

2Q11

1


Noninterest Income includes intersegment net referral fee income.

2

Noninterest Expense includes intersegment net referral fee expense, amortization of intangibles, and allocated corporate expe
ns
e.


$ 92


162


38


105


42

$ 69

$ 4


(32)


60


6


(35)

$ (59)


$ 30


100


(108)


24


81

$ 133

($ in billions)

$ 3.1


4.9

$ 8.0


$ 5.1


$ 71.4


3.30%

1.14%

0.53%

$ 1.9


2.0

$ 3.9


$ 3.1


$ 65.9


4.40%

1.59%

2.80%


Continued strong revenues and profitability


Residential mortgage originated $8.0 billion
in loans, up 106.9% vs. 2Q11


Loan sales increased $2.0 billion or 65.4%
vs. 2Q11


Higher net
income driven by increased gains
on sale due to increased loan sales,
application volumes and wider spreads plus
net MSR gains


Lower provision expense in 2Q12 driven by
improving credit trends, updates to loss
factors, and the sale of nonperforming loans
and related loss ($87 million) in 2Q11


Total loans serviced are approximately $98
billion


The 2Q12 production mix was 59.0%
refinance / 41.0% purchase


Purchase mortgages increased 48.0%
compared with 2Q11

25

Net Interest Income

Noninterest Income
1

Loan Loss Provision

Noninterest Expense
2

Income Tax Expense

Segment Net Income

Primarily originates indirect to consumers on a prime and nonprime basis for the purchase of automobiles and other
vehicles through approved dealers both in BB&T’s market and nationally (through Regional Acceptance Corporation)

Loan Originations


Loan Yield


Operating Margin


Net Charge
-
offs

Dealer
Financial Services
Segment

Comments

Highlighted Metrics

($ in millions)

Inc/(Dec)

1Q12

Inc/(Dec)

2Q11


2Q12

2Q12

2Q11

1


Noninterest Income includes intersegment net referral fee income.

2

Noninterest Expense includes intersegment net referral fee expense, amortization of intangibles, and allocated corporate expe
ns
e.

$ 156


2

27

35

36

$ 60

$ 5


-


-


1


1

$ 3


$ 13


-


1


1


4


$ 7


Record second quarter loan production across
all groups


Regional Acceptance continued to drive higher
net interest income due to loan portfolio growth
and increased margins vs. 2Q11


Provision expenses are stable as a result of
continued focus on credit quality


Growing in new markets


Texas and Alabama


Increased focus on financing inventory for auto
dealers through floor plan lending


Opening new offices in strong growth markets

$ 1.4



8.55%



60.8
%



1.15%

$ 1.2



9.13%



58.6
%



1.15%

($ in billions)

26

Specialized Lending Segment

Provides specialty lending including: commercial finance, mortgage warehouse lending,

tax
-
exempt governmental finance, equipment leasing, commercial mortgage banking,

insurance premium finance, dealer
-
based equipment financing, and direct consumer finance

Net Interest Income

Noninterest Income
1

Loan Loss Provision

Noninterest Expense
2

Income Tax Expense

Segment Net Income

Loan Originations


Loan Yield


Operating Margin


Net Charge
-
offs

Comments

Highlighted Metrics

($ in millions)

Inc/(Dec)

1Q12

Inc/(Dec)

2Q11


2Q12

2Q12

2Q11

$ 135


52

24

79

19

$ 65


$ 10


(1)


(3)


(4)


6


$ 10

$ 21


2


6


1


6

$ 10

1


Noninterest Income includes intersegment net referral fee income.

2

Noninterest Expense includes intersegment net referral fee expense, amortization of intangibles, and allocated corporate expe
ns
e.

($ in billions)

$
6.0



5.38%



44.9
%



0.61
%

$ 4.8



5.66
%



41.5
%



1.06
%


Loan growth was strong in 2Q12, with average
loans up 17.4% vs. 2Q11


Loan production increased
24.9%
vs. 2Q11 and
19.5%
versus 1Q12


Higher net interest income was driven by:


Sheffield Financial, with average loans up
46.8% vs. 2Q11


Mortgage Warehouse Lending, with average
loans up 110.5% vs. 2Q11


Equipment Finance, with average loans up
40.3% vs. 2Q11


Improved operating margin driven by strong
loan growth and a strong focus on maintaining
cost efficiencies across the business lines

27

1


Noninterest Income includes intersegment net referral fee income.

2


Noninterest
Expense includes intersegment net referral fee expense, amortization of intangibles, and allocated corporate expense.

3


Represents year
-
to
-
date growth.

4


As of June 30, 2012 and 2011.

Insurance Segment

Comments

Highlighted Metrics

Net Interest Income

Noninterest Income
1

Loan Loss Provision

Noninterest Expense
2

Income Tax Expense

Segment Net Income


$ (2)


123


-


54


24

$ 43


$ (1)


96


-


62


13

$ 20

Same Store Sales
Growth
3


YoY Noninterest Income
Growth
3


Number of
Agencies
4


Operating Margin

Provides property and casualty, life, and health insurance to business and individual clients. It also provides workers
compensation and professional liability, as well as surety coverage and title insurance

($ in millions)

Inc/(Dec)

1Q12

Inc/(Dec)

2Q11


2Q12

2Q12

2Q11


$
-


393


-

296

31

$ 66


4.0%



21.4%



212



24.7%


3.6%



2.3%



160



21.5%


Higher year
-
over
-
year noninterest income was
driven by organic and strategic growth through
acquisitions


Improved operating margin resulting from
Crump
insurance acquisition
and improved
insurance market
conditions


Insurance pricing continues to firm,
demonstrated by the improved premium pricing
trend realized over the past several quarters


Focusing on successful execution of revenue
and expense synergies presented by
Crump
insurance
acquisition


Successfully preparing for impact of healthcare
reform to Employee Benefits segment through
strategic restructuring


BB&T Insurance continues to experience
strong retention rates

28

Financial Services Segment

Comments

Highlighted Metrics

Net Interest Income

Noninterest Income
1

Loan Loss Provision

Noninterest Expense
2

Income Tax Expense

Segment Net Income

$ 5


(9)


(22)


19


(2)

$ 1

$ 24


(1)


(6)


32


(3)


$
-

Total Loan
Balances
3


Total
Deposits
3


Total Assets Invested


Operating Margin

Provides trust services, wealth management, investment counseling, asset management,

estate planning, employee benefits, corporate banking, and capital market services to individuals,

corporations, governments, and other organizations

2Q12

2Q11

($ in millions)

Inc/(Dec)

1Q12

Inc/(Dec)

2Q11


2Q12

1


Noninterest Income includes intersegment net referral fee income.

2

Noninterest
Expense includes intersegment net referral fee expense, amortization of intangibles, and allocated corporate expense
.

3

Represents average balances

$ 112


175


(8)


196


36


$ 63

($ in billions)


Higher net interest income driven by:


Corporate Banking which generated 53.9%
growth in loans vs. 2Q11


BB&T Wealth which generated 37.8% loan
growth and 28.7% deposit growth vs. 2Q11


Total loan commitments for Corporate Banking
are $16.4 billion, up $938 million from 1Q12


Continued opportunities in
middle
-
market
corporate
and energy lending


Total
assets invested grew 5.9% vs. 2Q11


Investments in Wealth and Corporate Banking
revenue producers continue to impact
noninterest expense


$ 6.7


$ 30.6


$ 92.9



34.5%


$ 4.4


$ 13.5


$ 87.7


38.6%

Excellent Stress Test Results

6.4%
6.3%
6.0%
5.9%
5.9%
5.7%
1
5.4%
5.3%
4.8%
4.0%
4.4%
4.8%
5.2%
5.6%
6.0%
6.4%
6.8%
BBT
FITB
WFC
BAC
PNC
RF
USB
KEY
STI
Strongest Tier 1 Common Among Our Peers
1
1

Excludes capital issuance

2

9 quarter period


Source: 2012 Federal Reserve CCAR results. Peers presented include BB&T’s relevant national and regional traditional banking
pee
rs.

Regulatory
Minimum is 5%

Average of 19 Participant Holding Companies was 6.2%

5.7%
6.8%
6.9%
7.1%
7.4%
8.0%
8.1%
8.2%
8.3%
5.0%
5.5%
6.0%
6.5%
7.0%
7.5%
8.0%
8.5%
BBT
STI
KEY
PNC
USB
FITB
RF
WFC
BAC
Lowest Loan Loss Rate Among Our Peers
2
Average of 19 Participant Holding Companies was 8.1%


Excluding announced capital
issuance, BB&T had the strongest
capital under stress scenario among
traditional banks


Following stress test results and no
objection from banking regulators,
BB&T raised the 2Q12 dividend to
$0.20, up 25%






Under the stress scenario, BB&T
had the lowest loan loss rate among
traditional banks


Results affirm the effectiveness of
BB&T’s diversification strategies


29

Excellent Stress Test Results

5.9%
6.2%
6.7%
7.0%
7.7%
8.1%
8.2%
8.7%
10.8%
4.0%
6.0%
8.0%
10.0%
12.0%
BBT
RF
PNC
STI
BAC
WFC
FITB
KEY
USB
Lowest C&I Loss Rate Among Our Peers
1
1

9 quarter period

Source: 2012 Federal Reserve CCAR results. Peers presented include BB&T’s relevant national and regional traditional banking
pee
rs.

Average of 19 Participant Holding
Companies was 8.2%


The stress test results indicated that
BB&T had the lowest commercial
loss rate among traditional banks
under stress








The stress test results indicated that
BB&T had the second lowest 1
st

lien
mortgage loss rate among traditional
banks under stress


4.7%
5.4%
6.7%
7.4%
7.5%
7.7%
8.8%
9.0%
9.5%
2.0%
3.0%
4.0%
5.0%
6.0%
7.0%
8.0%
9.0%
10.0%
USB
BBT
BAC
STI
KEY
FITB
RF
PNC
WFC
Low Loss Rate for 1st Lien Mortgages
1
Average of 19
Participant Holding
Companies was 7.4%

30

Positive Earnings Through the Cycle

31


Source: Thompson Reuters and SNL Financial and Company reports as of
06/30/2012

Negative

Quarterly
Earnings

1Q07


4Q11

Price / TBV

Average
Debt
Rating

BB&T

0

2.08

x

A

U.S. Bancorp

0

3.12 x


AA
-

M&T Bank

0

2.27 x


A
-

PNC

1

1.45 x


A

Comerica

5

0.88 x

A

Huntington

6

1.27 x


BBB+

Fifth Third

7

1.28 x


BBB+

SunTrust

9

1.05 x


BBB+

Regions

10

1.13 x


BBB
-

KeyCorp

10

0.87

x


BBB+

Zions

11

1.01 x


BB+

Marshall & Ilsley

12

N/A

N/A

BB&T Among Leaders in Dividend Yield

1

Source: Thompson Reuters, as of 06/30/2012

3.36%
2.63%
2.62%
2.59%
2.58%
2.43%
2.40%
2.39%
2.37%
2.19%
1.92%
1.37%
1.37%
0.83%
0.59%
0.49%
0.37%
0.00%
0.00%
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
JPM
WFC
PNC
BBT
KEY
USB
MET
FITB
BK
STT
GS
AXP
MS
STI
RF
BAC
COF
C
GMAC
Current Dividend Yield of Stress
-
Tested Banks
1

BB&T received no objection
to our proposed 2012 capital
plan from bank regulators


We have announced a
target dividend payout of
30%
-

50% of earnings


We are pleased to have one
of the strongest dividend
payout ratios among these
financial institutions

32

Total Shareholder Returns

June 30, 2012

Source: Bloomberg. Period: Quarterly (Annualized)

33

1 year TSR

5 year TSR

10 year TSR

20 year TSR

1st

Quartile

USB

28.9%



USB

2.2%



USB

6.9%



USB

15.1%

BBT

17.9%

PNC

-
0.6%

PNC

4.8%

MTB

12.0%

RF

9.8%

BBT

-
1.3%

MTB

2.4%

BBT

10.6%

2nd

Quartile

FITB

7.8%

MTB

-
1.4%

BBT

1.7%

PNC

7.8%

PNC

5.1%

CMA

-
9.8%

CMA

-
3.4%

ZION

7.1%

HBAN

0.3%

FITB

-
17.5%

STI

-
7.3%

CMA

5.7%

3rd

Quartile

MTB

-
2.7%

HBAN

-
19.8%

HBAN

-
7.3%

FITB

4.5%

STI

-
5.2%

STI

-
20.4%

ZION

-
7.8%

STI

3.4%

KEY

-
5.3%

ZION

-
22.9%

KEY

-
8.7%

HBAN

2.0%

4th

Quartile

CMA

-
9.7%

KEY

-
23.6%

RF

-
10.7%

KEY

0.5%

ZION

-
18.9%

RF

-
25.0%

FITB

-
12.4%

RF

-
1.2%

Peer

Average

1.0%

-
13.9%

-
4.4%

5.7%

S&P Commercial Banks

15.7%

-
9.0%

-
0.3%

7.6%

S&P Financials Index

-
2.7%

-
14.5%

-
2.9%

6.6%

S&P 500

5.4%

0.2%

5.3%

8.3%

Shareholder Return

Depicts $100 invested at 12/31/2007 and held through 6/30/2012 with dividends reinvested in the security or index.

34

$25
$50
$75
$100
$125
2007
2008
2009
2010
2011
2Q12
BBT
S&P 500 Commercial Banks
Peer Average
Source:
Bloomberg

Peers include: CMA, FITB, HBAN, KEY, MTB, PNC, RF, STI, USB and ZION.

BankAtlantic Acquisition Drives Growth in
Great Southeast Florida Markets

Pro Forma Florida Branch Footprint

(1)

Includes Miami MSA only. BankAtlantic also operates 8 branches in the Port St. Lucie MSA.

Source:

SNL Financial. Deposit data as of June 30, 2011.

Top 15 Banks in Miami, FL MSA

(1)

BB&T

BankAtlantic

Branches

78

Loans

$ 2.1 billion

Deposits

$ 3.0 billion


Limited Risk


Accretive Year 1

35

Miami MSA

Deposits

Deposit

as a % of

Deposits

Market

Total

Name

Branches

($MM)

Share (%)

Deposits

1.

Wells Fargo & Company

206

$25,732

16.3%

3.3%

2.

Bank of America Corporation

206

24,570

15.5

2.6

3.

Citigroup Inc.

52

11,071

7.0

3.5

4.

SunTrust Banks, Inc.

104

11,028

7.0

8.7

5.

JPMorgan Chase & Co.

151

8,579

5.4

1.2

BB&T / BankAtlantic Pro Forma

133

6,422

4.1

5.6

6.

BankUnited, Inc.

57

5,433

3.4

73.6

7.

Regions Financial Corporation

80

4,846

3.1

4.9

8.

Mercantil Servicios Financieros

16

4,461

2.8

94.4

9.

HSBC Holdings Plc

18

4,245

2.7

5.1

10.

Northern Trust Corporation

12

3,854

2.4

12.7

11.

PNC Financial Services Group, Inc.

74

3,359

2.1

1.7

12.

Ocean Bankshares, Inc.

21

3,305

2.1

100.0

13.

Toronto
-
Dominion Bank

57

3,250

2.1

2.3

14.

BB&T Corporation

63

3,240

2.1

2.9

15.

BankAtlantic

70

3,182

2.0

92.4

Modification of Agreement

to Acquire BankAtlantic


On November 1, 2011, BB&T agreed to acquire BankAtlantic, the primary banking subsidiary of
BankAtlantic Bancorp, including $3.3 billion in deposits across 78 branches and loans totaling $2.1
billion based on 9/30/2011 balances


BB&T agreed to pay a $301 million premium to net asset value at close; approximately 9% of deposits at
9/30/11


Certain assets of BankAtlantic remain with BankAtlantic Bancorp and all parent company liabilities were
excluded


Conservative loan mark of 7% on loans acquired

Original
Agreement


BB&T will assume approximately $285 million of BankAtlantic Bancorp trust preferred debt obligations
(TRUPs) and in exchange will receive a 95% preferred interest in a newly established LLC

(5% preferred interest will be held by BankAtlantic Bancorp)


$255 million of TRUPs immediately redeemable; $30 million redeemable in September or December
2012


The LLC will comprise of approximately $423 million pool of loans and $17 million of other nets assets
(based on
BankAtlantic’s

Jan. 31, 2012 book value gross of any reserves)


The pool of loans has an unpaid principal balance of approximately $500 million


Loans representing approximately 52% of the principal amount of the pool are performing


BB&T performed a thorough review of the loans to be transferred to the LLC


BB&T estimates $350 million of recoverable preference value to the LLC


Once BB&T recovers $285 million in preference amount from the LLC, BB&T’s interest in the LLC
terminates (LLC has a 7 year term)


In addition to the LLC interest, BB&T will receive an incremental $35 million guarantee from BankAtlantic
Bancorp to further assure that BB&T recovers the $285 million assumed TRUPs liability


Based on BB&T’s estimate of recoverable value of the LLC plus the guarantee, BB&T has approximately
$368 million of collateral, or 29% more than its $285 million outlay


BankAtlantic Bancorp will pay all accrued interest on the TRUPs in connection with the closing of the
transaction


All other conditions of the original Agreement remain as previously announced


Structure addresses legal obstacles and allows the transaction to move forward

Amendment to
Agreement

36

$418 Million
(BB&T's 95% Interest
in LLC Assets)
$333 Million
(BB&T's 95% Interest
in LLC Assets)
$35 Million Guarantee
$35 Million Guarantee

Acquisition meets all of BB&T’s acquisition criteria


Significantly accelerates BB&T’s expansion in Southeast Florida boosting its market
share to

No. 6 in the Miami market


BankAtlantic has a strong retail presence and contributes approximately $3.3 billion in
predominantly core, low
-
cost deposits


Risks are contained


Amendment provides BB&T meaningful collateral cushion over the $285 million of
assumed TRUPs


Acquisition excludes all legal and other parent company liabilities other than the TRUPs


Southeast Florida economy has improved since deal announcement

Structure
Provides BB&T
Meaningful
Collateral Cushion
to Recover its
Outlay for TRUPs

Strategic
Rationale
Remains Intact

Modification of Agreement to

Acquire BankAtlantic

Based on
BankAtlantic’s

Current
Book Value of LLC Assets
(Gross of Reserves)

Based on BB&T’s Estimated
Recoverable Preference Value of
LLC Assets

$453 Million

$368 Million

Value of BB&T LLC Interest + Guarantee

$285
Million
TRUPs
Liability

“Collateral Cushion”
of $83 Million;
Approx. 29% above
TRUPs Liability

37

38

Insurance Overview

Most Diversified Platform in the Industry


BB&T Insurance Services, Inc.



100 retail insurance agency locations


Key unit for carrying out Integrated
Relationship Management strategy
(IRM)


BB&T Insurance Services of
California, Inc.


10 retail insurance locations


McGriff,
Seibels

and Williams, Inc.


8 retail insurance operations outside the
bank footprint. Large account (Fortune
1000) emphasis


BB&T Assurance, Ltd.



Bermuda
-
based captive


supplies alternative risk transfer and
specialty
-
program expertise


consulting and program management

BB&T Insurance is composed of 8

separate and complementary subsidiaries


CRC Insurance Services, Inc.



39 wholesale locations, brokerage and
managing general agency operation
(Southern Cross Tapco)


Synergies with
Crump P&C Insurance
Services


AmRisc, LLP



Managing General Underwriter (no risk
assumption) for primarily wind
-
based,
catastrophe
-
prone property.


American Coastal Insurance
Company



Insures Florida
-
based commercial
condominium properties


Crump Insurance Services


Crump P&C Insurance Services
(wholesale)


to be integrated into CRC


Crump Life Insurance Services
(wholesale)


largest U.S. life broker

Crump Footprint

Geographic footprint relative to CRC Nationwide Offices

39



40

Executing on Strategic Opportunities

1


Crump 2011 EBITDA based on Company estimates.


The transaction provides stability to BB&T’s overall insurance earnings stream


Made BB&T the #1 wholesale insurance broker in the U.S.


Increases total insurance revenue by approximately 30%


Expected to contribute approximately $300 million in annual revenue


Crump Life Insurance Services is the #1 independent wholesale distributor of
life insurance in the U.S.


High growth, high margin Life Insurance Services comprises approximately 75% of
Crump
1


Strong revenue synergies created by cross
-
sell to Wealth, Private Banking, Retail
Investment Brokerage and Insurance Services


Over 50 years of proven wholesale market credibility


History of strong revenue and EBITDA growth through economic downturn and soft
market pricing


Crump P&C Insurance Services is a leading wholesaler and MGA


Acquired business consolidates into CRC creating cost synergies


Creates #2 P&C wholesaler in the U.S.

41

2011 Total Revenue: $1.04 billion

2011 Pro Forma Total Revenue: $1.33 billion

1

Crump 2011 revenue based on Company estimate.

Crump Drives Greater Insurance

Revenue Diversification

Retail
Commercial
30%
Retail
Personal
5%
Life
13%
EB
9%
Title
2%
MGA
12%
MGU
7%
Underwriting
8%
Wholesale
Broking
14%
BB&T & Crump Pro Forma
Revenues
by
Product Line
1
Retail
Commercial
38%
Retail
Personal
6%
Life
1%
EB
12%
Title
2%
MGA
10%
MGU
9%
Underwriting
10%
Wholesale
Broking
12%
BB&T
Insurance Revenue by Product Line
42

Optimistic about Firming Insurance Market

“Right Place Right Time”


Pricing Improvement Evident


1Q12 same store sales revenue
growth improved to 6.5% vs. 1Q11



Entire business (wholesale and
retail) benefits from firming market
pricing


Crump Life adds diversification
and stronger margins


Stronger economy drives higher
volumes


Profit
-
sharing commissions will
produce stronger earnings

Retail Margins

2011

10 yr avg

13.3 %

21.3 %

Wholesale Margins

2011

10 yr avg

14.7 %

18.4 %

Average Commercial Premium Rate Changes by Account Size

* From Maritz Research 2011 Retail Client Satisfaction and Loyalty Survey, represent percentage of “top box” scores, indicat
ing

a 9 or 10 rating on a 10
-
point scale.


Peers include BAC, RF, STI and Wachovia

“Highest in Customer Satisfaction
among Mortgage Servicing Companies,
Two Years in a Row”***

**Greenwich Associates 2011 U.S. Middle Market Banking Study results based on nearly 11,500 interviews with businesses with s
ale
s of $10
-

$500MM and U.S. Small Business Banking Study results based on nearly
13,500 interviews with businesses with sales of $1
-
$10MM.

***Branch Banking and Trust received the highest numerical score among mortgage servicers in the proprietary J.D. Power and A
sso
ciates 2010
-
2011 Primary Mortgage Servicer Study
SM
. 2011 study based on
responses from 4,944 consumers measuring 20 companies and measures the satisfaction of consumers with their current mortgage
ser
vicer. Proprietary study results are based on experiences and perceptions of
consumers surveyed in April
-
May 2011. Your experiences may vary. Visit jdpower.com.

62.9%
25
35
45
55
65
Peer 4
Peer 3
Peer 2
Peer 1
BB&T
LIKELIHOOD TO RECOMMEND*
61.6%
25
35
45
55
65
Peer 4
Peer 3
Peer 2
Peer 1
BB&T
LIKELIHOOD FOR FUTURE USE*
60.4%
25
35
45
55
65
Peer 4
Peer 3
Peer 2
Peer 1
BB&T
OVERALL BANK SATISFACTION*

Winner of 17 Excellence Awards from
Greenwich Associates; 16 National
Awards and 1 Regional Award**


Received 61 awards since 2009, more
than any other bank

43

Culture Matters

Values are Consistent and Important

Value System

Revenues

Superior Shareholder

Long
-
term Returns

Value System

Attract / Train and

Retain the Right

People

Perfect Client

Experience

44

Our Best Days Are Ahead!

45

Investing to drive revenue growth

Underlying fundamentals in loan and deposit growth

exceptionally strong

Successfully accomplishing our diversification

and risk mitigation strategies

Re
-
conceptualizing our business to drive

revenue and expense optimization

Providing best value proposition in our markets

Optimistic about performance for
the remainder of 2012

46


Applicable ratios are annualized.

1

Excludes basis adjustments for fair value hedges

2

Yields are on a fully taxable
-
equivalent basis

3

Total securities include securities available for sale and securities held to maturity

Average Balances and Rates
-

Quarters

47

(dollars in millions)


Quarter Ended











June 30,
2012



March 31, 2012




Interest


Interest

Average


Income/


Yields/

Average


Income/


Yields/











Balances
1

Expense

Rates
2



Balances
1

Expense

Rates
2



Assets

Total securities, at amortized cost
3

U.S. government
-
sponsored entities (GSE)

$ 848


$

3

1.49

%


$ 820


$
3


1.54

%

Mortgage
-
backed securities issued by GSE

32,176

160

1.98


31,742


174


2.20

States and political subdivisions

1,857

27

5.85


1,858


27


5.84

Non
-
agency mortgage
-
backed securities

338

5

5.76


411


6


5.98

Other securities

704

3

1.58


532


2


1.64

Covered securities

1,191

46

15.62


1,226


34


11.02







Total securities

37,114

244

2.62




36,589


246


2.70



Other earning assets

3,511

6

0.69


3,502


7


.76

Loans and leases

Commercial loans and leases

Commercial and industrial

36,293

366

4.06


36,021


362


4.04

Commercial real estate

other

10,578

100

3.79


10,678


101


3.81

Commercial real estate

residential ADC

1,744

16

3.67


1,989


18


3.58

Direct retail lending

15,042

181

4.82


14,674


178


4.89

Sales finance loans

7,690

77

4.03


7,516


80


4.27

Revolving credit loans

2,178

45

8.35


2,175


46


8.51

Residential mortgage loans

22,114

247

4.47


21,056


239


4.54

Other lending subsidiaries

9,370

260

11.17


8,668


249


11.53





Other acquired loans

29

3

46.05




38


4


39.18



Total loans and leases held for investment (excluding covered
loans)

105,038

1,295

4.95


102,815


1,277


4.99





Covered loans

4.211

200

19.01




4,672


224


19.32



Total loans and leases held for investment

109,249

1,495

5.50


107,487


1,501


5.61

Loans held for sale

2,511

22

3.51


2,916


26


3.62







Total loans and leases

111,760

1,517

5.45




110,403


1,527


5.56































Total earning assets

152,385

1,767

4.65




150,494


1,780


4.75





Nonearning assets

24,485








23,475









Total assets


$ 176,870








$ 173,969







Average Balances and Rates
-

Quarters


Applicable ratios are annualized.

1

Excludes basis adjustments for fair value hedges

2

Yields are on a fully taxable
-
equivalent basis

48

(dollars in millions)


Quarter Ended











June 30,
2012



March 31, 2012




Interest


Interest

Average


Income/


Yields/

Average


Income/


Yields/











Balances
1

Expense

Rates
2



Balances
1

Expense

Rates
2



Liabilities and Shareholders' Equity

Interest
-
bearing deposits

Interest checking


$

19,911

6

0.12


$ 19,712


6


.13

Money market and savings

46,557

22

0.19


45,667


22


.19

Certificates and other time deposits

31,205

79

1.02


32,942


93


1.13

Foreign office deposits
-

interest
-
bearing

32

-

0.06


112


-



.03







Total interest
-
bearing deposits

97,705

107

0.44




98,433


121


.49



Fed funds purchased, repos and other borrowings

3.362

3

0.31


3,452


1


.23

Long
-
term debt

22,544

157

2.79


21,720


185


3.41





Total interest
-
bearing liabilities

123,611

267

0.87




123,605


307


1.00



Noninterest
-
bearing deposits

27,643


26,173

Other liabilities

6,879


6,362



Shareholders' equity

18,737




17,829









Total liabilities and shareholders' equity


$ 176,870




$ 173,969







Average interest
-
rate spread

3.78


3.75



Net interest income/ net interest margin




$ 1,500

3.95

%




$ 1,473


3.93

%



Taxable
-
equivalent adjustment




$ 38








$ 37





50

51

Non
-
GAAP Capital Measures

(Dollars in millions)

As of / Quarter Ended

June 30

2012

March 31
2012

Dec. 31

2011

Sept. 30
2011

June 30

2011

Selected Capital Information
1


Risk
-
based capital


Tier 1

$ 12,382

$ 15,207

$

14,913

$ 14,696

$ 14,363


Total


16,432


19,342


18,802


18,837


18,641


Risk
-
weighted assets
2

121,916

119,042

119,725

117,020

116,041


Average quarterly tangible assets

170,021

167,771

165,349

159,268

151,677


Risk
-
based capital ratios


Tier 1


10.2 %


12.8 %


12.5 %



12.6 %


12.4 %


Total

13.5

16.2


15.7


16.1


16.1


Leverage capital ratio


7.3


9.1


9.0


9.2


9.5


Equity as a percentage of total assets

10.6

10.2


10.0

10.5

10.7

Book value per common share

$ 26.19

$ 25.51

$ 24.98

$ 25.07


$ 24.37

Selected Non
-
GAAP Capital Information
3


Tangible common equity as a percentage of tangible assets



6.9 %


7.1 %


6.9 %



7.1 %


7.2 %


Tier 1 common equity as a percentage of risk
-
weighted assets

9.7


10.0




9.7


9.8

9.6


Tangible book value per common share

$ 16.92

$ 17.12

$ 16.73

$16.42


$ 15.95

1

Current quarter regulatory capital information is preliminary.

2
Risk
-
weighted assets are determined based on regulatory capital requirements. Under the regulatory framework for determining ri
sk
-
weighted assets each asset class is assigned a risk
-
weighting of 0%, 20%, 50% or 100% based on the underlying risk of the specific asset class. In addition, off balance sheet e
xpo
sures are first converted to a balance sheet equivalent
amount and subsequently assigned to one of the four risk
-
weightings.

3
Tangible common equity and Tier 1 common equity ratios are Non
-
GAAP measures. BB&T uses the Tier 1 common equity definition use
d in the SCAP assessment to calculate these ratios.
BB&T's management uses these measures to assess the quality of capital and believes that investors may find them useful in th
eir

analysis of the Corporation. These capital measures are
not necessarily comparable to similar capital measures that may be presented by other companies.

52

Non
-
GAAP Capital Measures

(Dollars in millions)

As of / Quarter Ended

June 30

2012

March 31

2012

Dec. 31
2011

Sept. 30
2011

June 30
2011

Calculations of Tier 1 common equity and tangible assets and related measures:

Tier 1 equity


$ 12,382


$ 15,207


$ 14,913

$ 14,696


$ 14,363

Less:


Preferred Stock


559

-

-


-


-


Qualifying restricted core capital elements


-



3,250


3,250


3,249


3,249

Tier 1 common equity


11,823


11,957


11,663


11,447


11,114

Total assets

$ 178,529

$ 174,752

$ 174,579

$ 167,677

$ 159,310

Less:

Intangible assets, net of deferred taxes


6,950


6,402


6,406


6,330


6,353

Plus:



Regulatory adjustments, net of deferred taxes


239


327


421


99


389

Tangible assets


171,818


168,677


168,594


161,446


153,346

Total risk
-
weighted assets
1

$ 121,916

$ 119,042

$ 119,725

$ 117,020

$ 116,041

Tangible common equity as a percentage of tangible assets


6.9%


7.1 %


6.9 %


7.1 %


7.2%

Tier 1 common equity as a percentage of risk
-
weighted assets

9.7


10.0


9.7


9.8


9.6

Tier 1 common equity


$ 11,823


$ 11,957


$ 11,663

$ 11,447

$ 11,114

Outstanding shares at end of period (in thousands)


698,795


698,454


697,143

697,101


696,894

Tangible book value per common share

$ 16.92


$ 17.12


$ 16.73

$ 16.42


$ 15.95

1

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

53

Non
-
GAAP Capital Measures

1

The Basel III calculations are non
-
GAAP measures and reflect adjustments for the related elements as proposed by regulatory auth
orities, which are subject to change. BB&T management
uses these measures to assess the quality of capital and believes that investors may find them useful in their analysis of th
e C
orporation. These capital measures are not necessarily
comparable to similar capital measures that may be presented by other companies.

2

Tier 1 common equity ratio using Basel III proposals published prior to June 2012


(Dollars in millions)

June 30
2012
1

March 31
2012
2

Tier 1 common equity under Basel 1 definition

$


11,823

$


11,957

Adjustments:

Other comprehensive income related to AFS securities, defined benefit pension and other
postretirement employee benefit plans




(365)




(457)

Deduction for net defined benefit pension asset


-


(418)

Other adjustments


(12)


55

Estimated Tier 1 common equity under Basel III definition

$


11,446

$


11,137

Estimated risk
-
weighted assets under Basel III definition

$


139,301

$

121,081

Estimated Tier 1 common equity as a percentage of risk
-
weighted assets under Basel III definition

8.2 %

9.2 %

54

Non
-
GAAP Reconciliations

Applicable ratios are annualized.

1

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

2

Excludes mortgage loans guaranteed by the government.



As of / Quarter Ended

June 30

2012

March 31
2012

Dec.31

2011

Sept. 30

2011

June 30

2011

Asset Quality Ratios (including amounts related to covered
loans and covered foreclosed property)

Loans 30
-
89 days past due and still accruing as a percentage
of total loans and leases
1,2



0.97 %



1.02 %



1.22 %



1.18 %



1.24 %

Loans 90 days or more past due and still accruing as a
percentage of total loans and leases
1,2


0.67


0.75


0.84


0.99


1.08

Nonperforming loans and leases as a percentage of total loans
and leases


1.45


1.67


1.68


1.85


2.07

Nonperforming assets as a percentage of:

Total assets

1.24

1.50

1.62

1.98

2.32

Loans and leases plus foreclosed property

1.93

2.35

2.52

3.05

3.46

Net charge
-
offs as a percentage of average loans and leases

1.21

1.28

1.44

1.57

1.71

Allowance for loan and lease losses as a percentage of loans
and leases held for investment


1.91


2.02


2.10


2.25


2.43

Ratio of allowance for loan and lease losses to:

Net charge
-
offs


1.57 X


1.54 X


1.45 X


1.42 X


1.41 X

Nonperforming loans and leases held for investment

1.29

1.18

1.21

1.20

1.22

55

Non
-
GAAP Reconciliations

Applicable ratios are annualized.

1

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

2

Excludes mortgage loans guaranteed by the government.

3

These asset quality ratios have been adjusted to remove the impact of covered loans and covered foreclosed property. Appropr
ia
te adjustments to the numerator and denominator have
been reflected in the calculation of these ratios. Management believes the inclusion of covered loans in certain asset quali
ty
ratios that include nonperforming assets, past due loans or net
charge
-
offs in the numerator or denominator results in distortion of these ratios and they may not be comparable to other period
s presented or to other portfolios that were not impacted by
purchase accounting.

4

Excluding the impact of losses and balances associated with BB&T's NPL disposition strategy, the adjusted net charge
-
offs ratio

would have been 1.46% for the second quarter of 2011.



As of / Quarter Ended

June 30

2012

March 31

2012

Dec. 31

2011

Sept. 30

2011

June 30

2011

Asset Quality Ratios (excluding amounts related to covered
loans and covered foreclosed property)
3

Loans 30
-
89 days past due and still accruing as a percentage
of total loans and leases
1,2



0.83 %



0.82 %



1.06 %



1.03 %



1.00 %

Loans 90 days or more past due and still accruing as a
percentage of total loans and leases
1,2



0.13


0.15


0.19


0.18


0.20

Nonperforming loans and leases as a percentage of total loans
and leases

1.50

1.74

1.76

1.94

2.18

Nonperforming assets as a percentage of:

Total assets

1.09

1.33

1.45

1.83

2.18

Loans and leases plus foreclosed property

1.72

2.12

2.29

2.88

3.32

Net charge
-
offs as a percentage of average loans and leases
4

1.22

1.28

1.46

1.44

1.80

Allowance for loan and lease losses as a percentage of loans
and leases held for investment


1.86


1.97


2.05


2.25


2.41

Ratio of allowance for loan and lease losses to:

Net charge
-
offs


1.52 X


1.51 X


1.40 X


1.55 X


1.32 X

Nonperforming loans and leases held for investment

1.21

1.11

1.13

1.15

1.14

56

Non
-
GAAP Reconciliations



Quarter Ended


Efficiency and Fee Income Ratios
1

June 30

2012

March 31

2012

Dec. 31

2011

Sept. 30

2011

June 30

2011

Efficiency ratio


GAAP


57.9 %


59.0 %


67.1 %


66.1 %


64.1 %


Effect of securities gains (losses), net


-


(0.2)

2.4


(1.0)

-



Effect of merger
-
related and restructuring charges, net


(0.1)


(0.5)

(0.7)


-


(0.1)


Effect of losses/write
-
downs on NPL disposition loans


-


-

(0.2)


(0.9)


(0.7)


Effect of FDIC loss share accounting


0.2


0.1


0.9


0.1


0.3


Effect of affordable housing investments write
-
down


-


(1.0)

-

-

-


Effect of foreclosed property expense


(2.9)


(3.9)

(14.5)


(7.8)


(6.6)


Effect of leveraged lease sale/write
-
downs


-


(0.6)

-


(0.8)

-


Effect of Visa indemnification


-


-


(0.5)

-

-


Effect of amortization of intangibles


(1.2)


(0.9)


(1.0)


(1.1)


(1.2)

Efficiency ratio


reported

53.9

52.0

53.5

54.6

55.8

Fee income ratio


GAAP


39.2 %


37.1 %


38.2 %


32.2 %


36.1 %


Effect of securities gains (losses), net


-


0.2


(2.7)


1.1

-


Effect of losses/write
-
downs on NPL disposition loans


-


-


0.3


1.1


0.7


Effect of affordable housing investments write
-
down


-


1.1

-

-

-


Effect of FDIC loss share accounting


3.2


2.6


2.6


4.9


4.0

Fee income ratio


reported

42.4

41.0

38.4


39.3

40.8

1

BB&T’s management uses these measures in their analysis of the Corporations performance. BB&T’s management believes these me
asu
res provide a greater
understanding of ongoing operations and enhance comparability of results with prior periods, as well as demonstrating the eff
ect
s of significant gains and charges.

57

Non
-
GAAP Reconciliations

1

BB&T’s management believes investors use this measure to evaluate the return on average common shareholders’ equity without t
he
impact of intangible assets and their related
amortization.

(Dollars in millions)




Quarter Ended



June 30

March 31

Dec. 31

Sept. 30

June 30

Return on Average Tangible Common Shareholders'
Equity
1

2012



2012



2011



2011



2011

Net income available to common shareholders


$


510


$


431


$


391


$


366


$


307

Plus:

Amortization of intangibles, net of tax


18


14


15


15


16

Tangible net income available to common shareholders


$


528






$


445






$


406






$


381






$


323



Average common shareholders' equity


$


18,302


$


17,772


$


17,693


$


17,490


$


17,014

Less:



Average intangible assets


7,031


6,510


6,485


6,461


6,485

Average tangible common shareholders' equity


$


11,271






$


11,262






$


11,208






$


11,029






$


10,529



Return on average tangible common shareholders' equity




18.85

%






15.88

%






14.36

%






13.71

%






12.32

%