Obligation TruistCorp 4.8% ( US89832QAD16 ) en USD

TruistCorp

100.581 % ▲

Etats-unis

US89832QAD16 ( en USD )

4.8% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Truist Financial US89832QAD16 en USD 4.8%, échéance Perpétuelle

89832QAD1

BBB- ( Qualité moyenne inférieure )

01/09/2026 ( Dans 55 jours )

Truist Financial Corporation est une société de services financiers américaine résultant de la fusion de BB&T et de SunTrust Banks en 2019, offrant une gamme complète de services bancaires aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par TruistCorp ( Etats-unis ) , en USD, avec le code ISIN US89832QAD16, paye un coupon de 4.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par TruistCorp ( Etats-unis ) , en USD, avec le code ISIN US89832QAD16, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

PROSPECTUS SUPPLEMENT
(To Prospectus dated May 25, 2018)
BB&T CORPORATION
1,700,000 Depositary Shares, Each Representing a 1/25th Interest
in a Share of 4.800% Series N Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock
BB&T Corporation is offering 1,700,000 depositary shares, each representing a 1/25th ownership interest in a share of
4.800% Series N Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, $5.00 par value per share, with a liquidation
preference of $25,000 per share (equivalent to $1,000 per depositary share) (the "Series N Preferred Stock"). As a holder of
depositary shares, you will be entitled to all proportional rights and preferences of the Series N Preferred Stock (including
dividend, voting, redemption and liquidation rights). You must exercise such rights through Computershare Trust Company,
N.A. and Computershare Inc., jointly as the depositary for the shares of Series N Preferred Stock.
Dividends on the Series N Preferred Stock, when, as and if declared by our board of directors or a duly authorized
committee of the board, will accrue and be payable on the liquidation preference amount, on a non-cumulative basis, semi-
annually in arrears on the 1st day of March and September of each year, commencing on March 1, 2020. Dividends will
accrue (i) from the date of original issue to, but excluding, September 1, 2024 at a fixed rate per annum of 4.800%, and
(ii) from, and including, September 1, 2024, during each reset period, as described herein, at a rate per annum equal to the
five-year U.S. treasury rate as of the most recent reset dividend determination date, as described herein, plus 3.003%. Payment
of dividends on the Series N Preferred Stock is subject to certain legal, regulatory and other restrictions as described
elsewhere in this prospectus supplement. If our board of directors or a duly authorized committee of the board has not
declared a dividend on the Series N Preferred Stock before the dividend payment date for any dividend period, such dividend
shall not be cumulative and shall not accrue or be payable for such dividend period, and we will have no obligation to pay
dividends for such dividend period, whether or not dividends on the Series N Preferred Stock, parity stock, junior stock or
other preferred stock are declared for any future dividend period.
The shares of the Series N Preferred Stock may be redeemed at our option in whole, or in part, on September 1, 2024 or
any dividend payment date thereafter, at a redemption price equal to $25,000 per share (equivalent to $1,000 per depositary
share), plus any declared and unpaid dividends to, but excluding the date of redemption, without accumulation of any
undeclared dividends. The shares of the Series N Preferred Stock also may be redeemed at our option in whole, but not in
part, prior to September 1, 2024 upon the occurrence of a "regulatory capital treatment event," as described herein, at a
redemption price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid
dividends to, but excluding the date of redemption, without accumulation of any undeclared dividends. If we redeem the
shares of the Series N Preferred Stock, the depositary will redeem a proportionate number of depositary shares. The Series N
Preferred Stock will not have any voting rights, except as set forth under "Description of Series N Preferred Stock--Voting
Rights" on page S-26.
Neither the Series N Preferred Stock nor the depositary shares will be listed or displayed on any securities exchange or
interdealer quotation system.
The depositary shares are equity securities and will not be savings accounts, deposits or other obligations of any bank or
non-bank subsidiary of ours and are not insured by the Federal Deposit Insurance Corporation, or FDIC, or any other
government agency.
Investing in the depositary shares involves risks. Potential purchasers of the depositary shares should
consider the information set forth in the "Risk Factors" section beginning on page S-12 of this prospectus
supplement.
None of the Securities and Exchange Commission, any state securities commission, FDIC, or any other regulatory
body has approved or disapproved of these securities or determined that this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Underwriting
Proceeds to Us
Price to Public
Discount
(Before Expenses)
Per depositary share . . . . . . . . . . . . . .
$
1,000.00
$
8.28
$
991.72
Total . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,700,000,000.00
$14,076,000.00
$1,685,924,000.00
The underwriters are offering the depositary shares as set forth under "Underwriting." Delivery of the depositary shares
in book-entry form through The Depository Trust Company ("DTC") for the accounts of its participants, including Euroclear
Bank SA/NV, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, S.A. ("Clearstream"), is expected
to be made on or about July 29, 2019.
Joint Book-Running Managers
Credit Suisse
Morgan Stanley
Prospectus Supplement dated July 22, 2019

TABLE OF CONTENTS
Prospectus Supplement
Page
SUMMARY
S-1
RISK FACTORS
S-12
FORWARD-LOOKING STATEMENTS
S-18
USE OF PROCEEDS
S-20
DESCRIPTION OF SERIES N PREFERRED STOCK
S-21
DESCRIPTION OF DEPOSITARY SHARES
S-29
BOOK-ENTRY ISSUANCE
S-31
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-34
UNDERWRITING
S-39
LEGAL MATTERS
S-44
EXPERTS
S-44
Prospectus
ABOUT THIS PROSPECTUS
1
FORWARD-LOOKING STATEMENTS
2
WHERE YOU CAN FIND MORE INFORMATION
4
BB&T CORPORATION
5
USE OF PROCEEDS
6
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND RATIOS OF EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
7
REGULATORY CONSIDERATIONS
8
DESCRIPTION OF THE DEBT SECURITIES
9
DESCRIPTION OF CAPITAL STOCK
19
DESCRIPTION OF DEPOSITARY SHARES
27
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
30
DESCRIPTION OF WARRANTS
31
GLOBAL SECURITIES
33
PLAN OF DISTRIBUTION
37
VALIDITY OF SECURITIES
38
EXPERTS
38
Neither we nor the underwriters have authorized anyone to provide you with any information or to make any
representation not contained in or incorporated by reference into this prospectus supplement or the accompanying
prospectus. Neither we nor the underwriters take any responsibility for, and can provide no assurances as to, the
reliability of any information that others may provide you. We are offering to sell these securities and seeking
offers to buy these securities only in jurisdictions where offers and sales are permitted. You should not assume
that the information contained or incorporated by reference in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.
Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus
supplement and the accompanying prospectus to "BB&T," "we," "us," "our" or similar references mean BB&T
Corporation.
-i-

SUMMARY
The following information should be read together with the information contained or incorporated by
reference in this prospectus supplement and in the accompanying prospectus. It may not contain all the
information that is important to you. You should carefully read this entire prospectus supplement and the
accompanying prospectus to understand fully the terms of the depositary shares, as well as the tax and other
considerations that are important to you in making a decision about whether to invest in the depositary shares.
To the extent the information in this prospectus supplement is inconsistent with the information in the
accompanying prospectus, you should rely on the information in this prospectus supplement. You should pay
special attention to the "Risk Factors" section of this prospectus supplement to determine whether an investment
in the depositary shares is appropriate for you.
About BB&T Corporation
We are a financial holding company organized under the laws of North Carolina and headquartered in
Winston-Salem, North Carolina. We conduct our business operations primarily through our commercial bank
subsidiary, Branch Banking and Trust Company ("Branch Bank"), which has offices in North Carolina, Virginia,
Florida, Pennsylvania, Georgia, Maryland, South Carolina, Kentucky, Texas, West Virginia, Alabama, New
Jersey, Tennessee, Indiana, Ohio and Washington, D.C. In addition, our operations consist of several nonbank
subsidiaries that offer various financial services products. Our principal assets are all of the issued and
outstanding shares of common stock of Branch Bank and investments in our other subsidiaries. As of March 31,
2019, we had consolidated total assets of $227.7 billion, consolidated loans and leases held for investment of
$149.1 billion, consolidated deposits of $159.8 billion and consolidated shareholders' equity of $30.9 billion.
We provide a wide range of banking services to individuals, businesses and municipalities. We offer a
variety of loans and lease financing to individuals and entities primarily within our geographic footprint,
including insurance premium financing, permanent commercial real estate financing arrangements, loan
servicing for third-party investors, direct consumer finance loans to individuals, credit card lending, automobile
financing and equipment financing. We also market a wide range of other services, including deposits, life
insurance, property and casualty insurance, health insurance and commercial general liability insurance on an
agency basis and through a wholesale insurance brokerage operation, merchant services, trust and retirement
services, comprehensive wealth advisory services, asset management and capital markets services.
Our common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "BBT." Our
executive offices are located at 200 West Second Street, Winston-Salem, North Carolina 27101, and our
telephone number is (336) 733-2000.
We refer you to the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus, as described in the section "Where You Can Find More Information" in the
accompanying prospectus, for more information about us and our businesses.
Proposed Merger with SunTrust Banks, Inc.
The following summary highlights selected information related to the proposed merger between us and
SunTrust Banks, Inc. ("SunTrust"). The summary below is subject to change and may not contain all of the
information that is important to you and is qualified in its entirety by more detailed information included or
incorporated by reference into this prospectus supplement. The agreement and plan of merger entered into on
February 7, 2019 between us and SunTrust, as amended by a first amendment entered into on June 14, 2019,
which we collectively refer to herein as the Merger Agreement, are included as exhibits to our Current Reports
S-1

on Form 8-K, dated February 13, 2019 and June 14, 2019, respectively, which are incorporated by reference in
this prospectus supplement. The representations, warranties and covenants made in the Merger Agreement by us
and SunTrust were qualified and subject to important limitations agreed to by us and SunTrust in connection
with negotiating the terms of the Merger Agreement, including by the matters contained in certain documents
filed with the SEC and the confidential disclosure schedules that we and SunTrust each delivered in connection
with the Merger Agreement. The representations and warranties included in the Merger Agreement may not
describe the actual state of affairs at the date they were made or at any other time, and investors should not rely
on them as statements of fact. The Merger (as defined below) is subject to certain risks and uncertainties,
including the ability to obtain regulatory approvals and to meet other closing conditions to the Merger, such as
approval of the Merger by our shareholders and SunTrust's shareholders. See "Risks Relating to the Proposed
Merger with SunTrust" set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31,
2018. There can be no assurance that the Merger will be consummated as contemplated, or at all, or that the
expected benefits of the Merger will be realized when expected, or at all.
We entered into the Merger Agreement with SunTrust on February 7, 2019. The Merger Agreement
provides that, upon the terms and subject to the conditions set forth therein, SunTrust will merge with and into us
(the "Merger"), with BB&T as the surviving entity in the Merger. Following the Merger, SunTrust's wholly
owned subsidiary, SunTrust Bank, will merge with and into Branch Bank, with Branch Bank as the surviving
entity in the Bank Merger. Upon completion of the Merger, the combined company will be named Truist
Financial Corporation.
Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the
Merger, each share of common stock, par value, $1.00 per share, of SunTrust outstanding immediately prior to
the effective time of the Merger, other than certain shares of common stock held by SunTrust or us, will be
converted into the right to receive 1.295 shares of our common stock, par value $5.00 per share. The completion
of the Merger is subject to customary conditions, including, among other things, the adoption of the Merger
Agreement by SunTrust's shareholders and by BB&T's shareholders, and the receipt of required regulatory
approvals. The Merger Agreement provides certain termination rights for both us and SunTrust and further
provides that a termination fee of $1.1 billion will be payable by either BB&T or SunTrust, as applicable, upon
termination of the Merger Agreement under certain circumstances.
SunTrust, headquartered in Atlanta, Georgia, provides deposit, credit, trust, investment, mortgage, asset
management, securities brokerage, and capital market services. Its flagship subsidiary, SunTrust Bank, operates
an extensive branch and ATM network throughout the high-growth Southeast and Mid-Atlantic states, along with
24-hour digital access. As of March 31, 2019, SunTrust had total assets of $220.4 billion and total deposits of
$162.2 billion. SunTrust's audited annual financial statements as of December 31, 2018 and 2017 and for the
years ended December 31, 2018, 2017 and 2016, SunTrust's unaudited financial statements as of and for the
quarters ended March 31, 2019 and 2018, our unaudited pro forma condensed combined balance sheet reflecting
the Merger as of March 31, 2019, and our unaudited pro forma condensed combined income statements
reflecting the Merger for the year ended December 31, 2018 and for the quarter ended March 31, 2019 are all
incorporated herein by reference.
Recent Developments
BB&T's Second Quarter 2019 Financial Results
On July 18, 2019, we reported earnings for the second quarter of 2019. Outlined below is a summary of
those results. Our second quarter 2019 consolidated financial results below should be read in conjunction with
our Quarterly Report on Form 10-Q for the period ended March 31, 2019 and our Annual Report on
Form 10-K for the year ended December 31, 2018, which are incorporated by reference herein.
S-2

Earnings Overview -- Second Quarter 2019 Compared to Second Quarter 2018
Consolidated net income available to common shareholders for the second quarter of 2019 was
$842 million. On a diluted per common share basis, earnings for the second quarter of 2019 were $1.09, an
increase of $0.10 compared to the second quarter of 2018. Earnings for the current quarter include pre-tax
merger-related and restructuring charges of $23 million ($19 million after-tax) and $9 million ($7 million
after-tax) of incremental operating expenses related to the merger with SunTrust. Earnings for the earlier quarter
include pre-tax merger-related and restructurings charges of $24 million ($17 million after-tax).
Our results of operations for the second quarter of 2019 produced an annualized return on average assets of
1.55% and an annualized return on average common shareholders' equity of 11.98%, compared to annualized
returns for the same quarter of the prior year of 1.49% and 11.74%, respectively.
Total taxable-equivalent revenues were $3.1 billion for the second quarter of 2019, an increase of
$165 million compared to the earlier quarter, which reflects an increase of $35 million in taxable-equivalent net
interest income and an increase of $130 million in noninterest income.
Net interest margin was 3.42%, down three basis points compared to the earlier quarter. Average earning
assets increased $5.7 billion. The increase in average earning assets reflects a $5.8 billion increase in average
total loans and leases. Average interest-bearing liabilities increased $6.1 billion compared to the earlier quarter.
Average interest-bearing deposits increased $3.5 billion and average short-term borrowings increased
$3.0 billion, while average long-term debt decreased $406 million. The annualized yield on the total loan
portfolio for the second quarter of 2019 was 5.05%, up 35 basis points compared to the earlier quarter, reflecting
the impact of rate increases. The annualized yield on the average securities portfolio was 2.62%, up nine basis
points compared to the earlier period.
The average annualized cost of total deposits was 0.68%, up 31 basis points compared to the earlier quarter.
The average annualized cost of interest-bearing deposits was 1.02%, up 45 basis points compared to the earlier
quarter. The average annualized rate on long-term debt was 3.33%, up 52 basis points compared to the earlier
quarter. The average annualized rate on short-term borrowings was 2.40%, up 63 basis points compared to the
earlier quarter. The higher rates on interest-bearing liabilities reflect the impact of rate increases.
The provision for credit losses was $172 million, compared to $135 million for the earlier quarter. Net
charge-offs for the second quarter of 2019 totaled $142 million compared to $109 million in the earlier period.
Noninterest income for the second quarter of 2019 was up $130 million compared to the earlier quarter.
Insurance income increased $85 million to record levels due to higher production and the acquisition of Regions
Insurance. Mortgage banking income increased $19 million primarily due to an increase of $28 million for net
mortgage servicing rights valuation adjustments, which was partially offset by lower residential and commercial
mortgage banking revenues. Investment banking and brokerage fees and commissions increased $22 million
primarily due to higher revenue from investment banking transactions and higher managed account fees.
Noninterest expense for the second quarter of 2019 was up $31 million compared to the earlier quarter.
Merger-related and restructuring charges was essentially flat, as the current quarter included charges in
connection with the announced merger of equals with SunTrust, whereas the earlier quarter included charges
associated with facilities optimization. The current quarter also included $9 million of incremental operating
expenses related to the merger. Excluding these charges, noninterest expense was up $23 million, or 1.4%
compared to the earlier quarter.
Personnel expense increased $46 million compared to the earlier quarter, primarily due to higher incentives,
partially due to the Regions Insurance acquisition, and lower capitalized employee costs. The lower capitalized
S-3

employee costs reflect efficiencies in the loan closing process. Regulatory charges decreased $20 million as a
result of the deposit insurance fund reaching the targeted level.
The provision for income taxes was $234 million for the second quarter of 2019, compared to $202 million
for the earlier quarter. This produced an effective tax rate for the second quarter of 2019 of 20.9%, compared to
19.7% for the earlier quarter.
Balance Sheet Overview -- Second Quarter 2019 Compared to First Quarter 2019
Average loans held for investment for the second quarter of 2019 were $150.5 billion, up $2.4 billion or
6.5% annualized, compared to the first quarter of 2019.
Average commercial and industrial loans increased $1.2 billion driven by strong growth in mortgage
warehouse lending, corporate banking, equipment finance and dealer floor plan. Average commercial real estate
loans decreased $157 million, primarily due to a decrease in construction loans.
Average residential mortgage loans increased $696 million primarily due to the retention of a portion of the
conforming mortgage production.
Average indirect retail loans increased $542 million. The increase was across all categories of indirect
lending. Growth was led by prime automobile lending and complemented with seasonally strong growth in
power sports and recreational lending.
Average deposits for the second quarter were $159.9 billion, down $154 million compared to the prior
quarter. Average noninterest-bearing deposits increased $397 million, primarily due to increases in personal and
commercial balances, partially offset by a seasonal decrease in public funds balances. Average time deposits
decreased $663 million primarily due to a decrease in commercial balances.
Noninterest-bearing deposits represented 32.9% of total average deposits for the second quarter, compared
to 32.7% for the prior quarter and 34.2% for the same quarter a year ago. The cost of average total deposits was
0.68% for the second quarter, up four basis points compared to the prior quarter. The cost of average interest-
bearing deposits was 1.02% for the second quarter, up seven basis points compared to the prior quarter.
Asset Quality
Nonperforming assets totaled $523 million at June 30, 2019, down $61 million compared to March 31,
2019. Nonperforming loans and leases represented 0.30% of loans and leases held for investment, down five
basis points compared to March 31, 2019.
Performing troubled debt restructuring were down $60 million during the second quarter primarily in
residential mortgage loans, which was partially offset by an increase in commercial and industrial loans.
Loans 90 days or more past due and still accruing totaled $407 million at June 30, 2019, down $24 million
compared to the prior quarter. The ratio of loans 90 days or more past due and still accruing as a percentage of
loans and leases was 0.27% at June 30, 2019, compared to 0.29% for the prior quarter. Excluding government
guaranteed and purchased credit impaired loans, the ratio of loans 90 days or more past due and still accruing as
a percentage of loans and leases was 0.04% at June 30, 2019, unchanged from the prior quarter.
Loans 30-89 days past due and still accruing totaled $1.0 billion at June 30, 2019, up $68 million compared
to the prior quarter, primarily due to an expected seasonal increase in indirect automobile lending.
S-4

Dividends and Capital
Capital levels remained strong at June 30, 2019. BB&T declared common dividends of $0.405 per share
during the second quarter of 2019 and the Board of Directors will consider a proposal to increase the dividend
11.1% to $0.45 per share at their July meeting. The dividend and total payout ratios for the second quarter of
2019 were 36.8%. As previously communicated, BB&T has suspended its share repurchase program until after
the completion of the merger of equals.
SunTrust's Second Quarter 2019 Financial Results
SunTrust reported earnings for the second quarter of 2019 on July 18, 2019. Outlined below is a summary of
those results. SunTrust's second quarter 2019 consolidated financial results below should be read in conjunction
with its Quarterly Report on Form 10-Q for the period ended March 31, 2019, and its Annual Report on
Form 10-K for the year ended December 31, 2018.
Earnings Overview -- Second Quarter 2019 Compared to Second Quarter 2018
Consolidated net income available to common shareholders for the second quarter of 2019 was
$663 million. On a diluted per common share basis, earnings for the second quarter of 2019 were $1.48, a
decrease of $0.01 compared to the second quarter of 2018. Earnings for the current quarter include $0.07 per
share of discrete tax benefits and $(0.03) per share of merger-related impacts associated with SunTrust's
previously announced proposed merger with BB&T Corporation.
SunTrust's results of operations for the second quarter of 2019 produced an annualized return on average
assets of 1.25% and an annualized return on average common shareholders' equity of 11.51%, compared to
annualized returns for the same quarter of the prior year of 1.42% and 12.73%, respectively.
Total revenues were $2.6 billion for the second quarter of 2019. On a taxable-equivalent basis, total
revenues increased $243 million compared to the same period in 2018. Excluding a $205 million insurance
settlement benefit related to financial crisis-related claims in the current quarter, total tax-equivalent revenues
increased $38 million. This reflects an increase of $47 million in taxable-equivalent net interest income. Net
interest margin -- fully taxable-equivalent was 3.16%, compared to 3.28% for the second quarter of 2018.
The provision for credit losses was $127 million, compared to $32 million in the second quarter of 2018.
Net charge-offs for the second quarter of 2019 totaled $85 million compared to $73 million for the prior year
quarter.
Noninterest income was $1.0 billion for the second quarter 2019, an increase of $196 million. Excluding the
aforementioned $205 million insurance settlement benefit, noninterest income decreased slightly year-over-year.
The decrease was driven by lower investment banking income and client transaction-related fees, which were
largely offset by higher commercial real estate related income.
Noninterest expense was $1.6 billion for the second quarter of 2019, up $248 million compared to the
second quarter 2018. Excluding a $205 million charitable contribution to the SunTrust Foundation and
$14 million in merger-related impacts, noninterest expense increased $29 million. This increase was driven by
higher personnel expense and ongoing investments in technology.
The provision for income taxes was $105 million for the second quarter of 2019, compared to $171 million
for the prior year quarter. The provision for income taxes includes discrete tax benefits of $32 million and
$1 million in the second quarter of 2019 and 2018, respectively. This resulted in an effective tax rate of 13%, and
19% for these periods.
S-5

Balance Sheet Overview -- Second Quarter 2019 Compared to First Quarter 2019
Average loans held for investment for the second quarter of 2019 were $156.2 billion, an increase of
$2.0 billion, compared to the first quarter of 2019, driven primarily by growth in commercial and industrial,
commercial real estate, consumer direct, and consumer indirect loans.
Commercial and industrial growth was widespread. Commercial Banking growth was driven largely by
increases in auto dealer, aging services, expansion markets, and core commercial clients. Commercial real estate
growth was driven by investments made in permanent lending and bridge lending capabilities, which was
partially offset by run-off in the construction portfolio.
Consumer growth was primarily driven by ongoing investments made in digital and point-of-sale lending
capabilities.
Average consumer and commercial deposits for the second quarter 2019 were $159.9 billion, relatively
stable compared to the prior quarter. Increases of $879 million, $738 million, $123 million, and $41 million in
average interest bearing transaction deposits, average time deposits, average savings balances, and average
demand deposits, respectively, were offset by a $1.8 billion decline in average money market balances.
Asset Quality
Nonperforming loans held for investment totaled $536 million at June 30, 2019, an increase of $14 million
compared to March 31, 2019. The increase was driven by a $61 million increase in commercial nonperforming
loans, largely offset by a $47 million decrease in consumer nonperforming loans. There were no nonperforming
loans held for sale at June 30, 2019, compared to $64 million at March 31, 2019 as these loans were sold in the
second quarter of 2019 (for a $44 million gain). Nonperforming loans and leases represented 0.34% of loans and
leases held for investment, which was flat compared to March 31, 2019.
Troubled debt restructurings declined $120 million during the second quarter, with declines of $100 million
in non-accruing troubled debt restructurings and $20 million in accruing troubled debt restructurings.
Loans 90 days or more past due and still accruing totaled $1.5 billion at June 30, 2019, a $183 million
decrease compared to March 31, 2019, due primarily to a decrease in government guaranteed residential
mortgage loans.
Dividends and Capital
SunTrust's capital levels remained strong at June 30, 2019. SunTrust declared common dividends of $0.50
per share during the second quarter of 2019, which was equal to the first quarter 2019.
Book value and tangible book value per share increased by 5% and 6% sequentially, given growth in
retained earnings and a decrease in accumulated other income loss.
S-6

The Offering
Issuer
BB&T Corporation
Securities offered
1,700,000 depositary shares, each representing a 1/25th ownership
interest in a share of Series N Preferred Stock. Each holder of a
depositary share will be entitled, through the depositary, in proportion
to the applicable fraction of a share of Series N Preferred Stock
represented by such depositary share, to all the rights and preferences
of the Series N Preferred Stock represented thereby (including
dividend, voting, redemption and liquidation rights).
We may, from time to time, elect to issue additional depositary shares
representing additional shares of the Series N Preferred Stock and all
such additional shares would be deemed to form a single series with
the Series N Preferred Stock.
Ranking
Shares of the Series N Preferred Stock will rank senior to our
common stock, equally with our Series D Non-Cumulative Perpetual
Preferred Stock (the "Series D Preferred Stock"), Series E
Non-Cumulative Perpetual Preferred Stock (the "Series E Preferred
Stock"), Series F Non-Cumulative Perpetual Preferred Stock (the
"Series F Preferred Stock"), Series G Non-Cumulative Perpetual
Preferred Stock (the "Series G Preferred Stock") and Series H
Non-Cumulative Perpetual Preferred Stock (the "Series H Preferred
Stock") and at least equally with each other series of our preferred
stock we may issue (except for any senior series that may be issued
with the requisite consent of the holders of the Series N Preferred
Stock and all other parity stock), with respect to the payment of
dividends and distributions upon liquidation, dissolution or winding
up. See "Description of Capital Stock -- Preferred Stock" in the
accompanying prospectus for a discussion of the Series D Preferred
Stock, the Series E Preferred Stock, the Series F Preferred Stock, the
Series G Preferred Stock and the Series H Preferred Stock. We will
generally be able to pay dividends and distributions upon liquidation,
dissolution or winding up only out of lawfully available assets for
such payment (i.e., after taking account of all indebtedness and other
non-equity claims).
Dividend payment dates
Semi-annually in arrears on the 1st day of March and September of
each year, commencing on March 1, 2020. If any date on which
dividends would otherwise be payable is not a business day, then the
dividend payment date will be the next succeeding business day and
no additional dividends will accrue in respect of any payment made
on the next succeeding business day.
Dividends
Dividends will be payable on the Series N Preferred Stock, when, as
and if declared by our board of directors or a duly authorized
committee of the board.
S-7

Dividends will accrue on the liquidation preference amount of
$25,000 per share of the Series N Preferred Stock (equivalent to
$1,000 per depositary share) (i) from the date of original issue to, but
excluding, September 1, 2024 (the "First Reset Date") at a fixed rate
per annum of 4.800%, and (ii) from, and including, the First Reset
Date, during each reset period, at a rate per annum equal to the five-
year U.S. treasury rate as of the most recent reset dividend
determination date plus 3.003%.
A "reset date" means the First Reset Date and each date falling on the
fifth anniversary of the preceding reset date. Reset dates, including
the First Reset Date, will not be adjusted for business days. A "reset
period" means the period from and including the First Reset Date to,
but excluding, the next following reset date and thereafter each period
from and including each reset date to, but excluding, the next
following reset date. A "reset dividend determination date" means, in
respect of any reset period, the day falling three business days prior to
the beginning of such reset period.
Any dividends paid will be distributed to holders of depositary shares
in the manner described under "Description of Depositary Shares --
Dividends and Other Distributions" below.
Dividends will be payable to holders of record of Series N Preferred
Stock as they appear on our books on the applicable record date,
which shall be the 15th calendar day before the applicable dividend
payment date, or such other record date, not exceeding 30 days before
the applicable dividend payment date, as shall be fixed by the board
of directors or any duly authorized committee of the board. The
corresponding record dates for the depositary shares will be the same
as the record dates for the Series N Preferred Stock.
A dividend period is the period from, and including, a dividend
payment date to, but excluding, the next dividend payment date,
except that the initial dividend period will commence on, and include,
the original issue date of the Series N Preferred Stock and will end
on, and exclude, the March 1, 2020 dividend payment date.
If our board of directors, or a duly authorized committee of the board,
has not declared a dividend on the Series N Preferred Stock before the
dividend payment date for any dividend period, such dividend shall
not be cumulative and shall not accrue or be payable for such
dividend period, and we will have no obligation to pay dividends for
such dividend period, whether or not dividends on the Series N
Preferred Stock, parity stock, junior stock or other preferred stock are
declared for any future dividend period.
So long as any share of Series N Preferred Stock remains outstanding,
(1) no dividend shall be declared or paid or set aside for payment and
no distribution shall be declared or made or set aside for payment on
any junior stock (other than a dividend payable solely in junior stock),
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