Obligation TruistCorp 5.2% ( US054937AE74 ) en USD

TruistCorp

100 % ⇌

Etas-Unis

US054937AE74 ( en USD )

5.2% par an ( paiement semestriel )

23/12/2015 - Obligation échue

Prospectus brochure de l'obligation Truist Financial US054937AE74 en USD 5.2%, échue

1 000 USD

1 000 000 000 USD

054937AE7

BBB+ ( Qualité moyenne inférieure )

A2 ( Qualité moyenne supérieure )

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 ( Etas-Unis ) , en USD, avec le code ISIN US054937AE74, paye un coupon de 5.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/12/2015

L'Obligation émise par TruistCorp ( Etas-Unis ) , en USD, avec le code ISIN US054937AE74, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par TruistCorp ( Etas-Unis ) , en USD, avec le code ISIN US054937AE74, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-105129
PROSPECTUS SUPPLEMENT
(To Prospectus Dated December 16, 2003)

$1,000,000,000

5.20% Subordinated Notes due 2015

The notes will bear interest at the rate of 5.20% per year. Interest on the notes is payable on June 23 and
December 23 of each year, beginning on June 23, 2004. The notes will mature on December 23, 2015. The notes
are not subject to redemption at the option of BB&T Corporation, or repayment at the option of the holders, prior
to maturity. There is no sinking fund for the notes.
The notes will be direct, unsecured subordinated debt obligations of BB&T Corporation.
The notes are not deposits or other obligations of a depository institution and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency.
Payment of principal of the notes may be accelerated only in certain events involving BB&T Corporation's
bankruptcy, insolvency or reorganization that constitute an event of default under the notes and the subordinated
indenture. There is no right of acceleration in the case of a default in the payment of principal of or interest on the
notes or in the performance of any of BB&T Corporation's covenants contained in the notes or the subordinated
indenture.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined if this prospectus supplement or the prospectus to which it relates
is truthful or complete. Any representation to the contrary is a criminal offense.

Per Note
Total

Public Offering Price
99.603% $996,030,000
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Underwriting Discount

0.475% $ 4,750,000
Proceeds to BB&T Corporation (before expenses)
99.128% $991,280,000
The public offering price set forth above does not include accrued interest, if any. Interest on the notes will
accrue from December 23, 2003 and must be paid by the purchaser if the notes are delivered after December 23,
2003.

The underwriters are offering the notes subject to various conditions. Delivery of the notes, in book-entry form
only, will be made through The Depository Trust Company and its participants, including Clearstream Banking,
société anonyme and Euroclear Bank S.A./N.V., on or about December 23, 2003.

Joint Book-Running Managers

Bear, Stearns & Co. Inc.
BB&T Capital Markets

UBS Investment Bank
Citigroup
Friedman Billings Ramsey
Keefe, Bruyette & Woods, Inc.
Morgan Stanley
Sandler O'Neill & Partners, L.P.

December 16, 2003

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Table of Contents
You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus supplement and the accompanying
prospectus. This prospectus supplement and the accompanying prospectus may only be used where it is
legal to sell these securities. The information contained in this prospectus supplement and the
accompanying prospectus is accurate only as of the date of this prospectus supplement and the date of the
accompanying prospectus, regardless of the time of delivery of this prospectus supplement or any sales of
the notes.

TABLE OF CONTENTS

Page

Prospectus Supplement

Incorporation of Certain Documents by Reference

S-3
Forward-Looking Information

S-4
BB&T Corporation

S-5
Recent Developments

S-5
Selected Historical Consolidated Financial Information

S-6
Capitalization

S-8
Use of Proceeds

S-9
Consolidated Ratios of Earnings to Fixed Charges

S-9
Description of Notes

S-9
Material United States Federal Income Tax Considerations
S-

12
Underwriting
S-

15
Notice to Canadian Residents
S-

18
Legal Opinions
S-

19
Experts
S-

19
Prospectus

About This Prospectus

3
Where You Can Find More Information

3
Incorporation of Certain Documents by Reference

3
Forward-Looking Statements

4
BB&T Corporation

5
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Use of Proceeds

6
Consolidated Ratios of Earnings to Fixed Charges

7
Regulatory Considerations

7
Description of the Debt Securities

7
Description of Preferred Stock

18
Description of Depositary Shares

18
Description of Common Stock

21
Description of Warrants

23
Description of Stock Purchase Contracts and Stock Purchase Units

25
Global Securities

25
Plan of Distribution

29
Validity of Securities

31
Experts

31

S-2
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Table of Contents
In this prospectus supplement and the accompanying prospectus, the "Company," "BB&T," "we" and "us" refer
to BB&T Corporation. When we refer to "you" in this prospectus supplement and the accompanying prospectus,
we mean potential investors in the notes.
The notes are offered globally for sale in those jurisdictions in the United States, Canada, Europe, Asia and
elsewhere where it is lawful to make such offers. See "Underwriting."
The distribution of this prospectus supplement and prospectus and the offering of the notes in certain jurisdictions
may be restricted by law. Persons into whose possession this prospectus supplement and the prospectus come
should inform themselves about and observe any such restrictions. This prospectus supplement and the
prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
See "Underwriting."
References herein to "$" and "dollars" are to the currency of the United States.
We file annual, quarterly and special reports and other information with the Securities and Exchange
Commission. You may read and copy any document filed by BB&T at the SEC's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. SEC filings are also available to the public on the SEC's Internet website at http:\
\www.sec.gov.
You may also inspect reports, proxy statements and other information about us at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with it, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by
reference is considered to be part of this prospectus supplement and the accompanying prospectus, and
information that we file with the SEC later will automatically update and supersede this information. We
incorporate by reference the BB&T documents listed below and any future filings made by BB&T with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (other than information in such
future filings deemed, under SEC rules, not to have been filed) until this offering is completed. The documents
we incorporate by reference are:

(1) our annual report on Form 10-K for the year ended December 31, 2002;

(2) our quarterly reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003, and

September 30, 2003; and

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(3) our current reports on Form 8-K filed on January 13, 2003, July 2, 2003, July 8, 2003, August 27,

2003, September 15, 2003, November 19, 2003 and December 11, 2003.
We will provide without charge to each person (including any beneficial owner), on the written or oral request of
any such person, a copy of any or all of these filings (other than exhibits to such documents, unless that exhibit is
specifically incorporated by reference to that filing). Requests should be directed to: BB&T Corporation, 150
South Stratford Road, Suite 400, Winston-Salem, North Carolina 27104, Attention: Investor Relations,
Telephone: (336) 733-3058.

S-3
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FORWARD-LOOKING INFORMATION
This prospectus supplement incorporates and contains forward-looking statements about our financial condition,
results of operations and business. These forward-looking statements involve risks and uncertainties and are
based on the beliefs and assumptions of our management and on the information available to management at the
time that these disclosures were prepared. Factors that may cause actual results to differ materially from those
contemplated by such forward-looking statements include, among others, the following:

· Competitive pressures among depository and other financial institutions may increase significantly.

· 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.

· 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 or a reduced demand for credit
or other services, or both.

· Legislative or regulatory changes, including changes in accounting standards, may adversely affect the

businesses in which we are engaged.

· Costs or difficulties related to the integration of our businesses and our merger partners may be greater

than expected.

· Expected cost savings associated with pending or recently completed mergers may not be fully realized

or realized within the expected time frame.

· Deposit attrition, customer loss or revenue loss following pending or recently completed mergers may be

greater than expected.

· Our competitors may have greater financial resources and develop products that enable them to compete

more successfully than we are able to.

· Adverse changes may occur in the securities markets.

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BB&T CORPORATION
We are a financial holding company headquartered in Winston-Salem, North Carolina. We conduct our business
operations primarily through our commercial banking subsidiaries, which have branches in North Carolina, South
Carolina, Virginia, Maryland, West Virginia, Kentucky, Tennessee, Georgia, Florida, Alabama, Indiana and
Washington, D.C. Our principal banking subsidiaries, Branch Banking and Trust Company ("Branch Bank"),
Branch Banking and Trust Company of South Carolina ("BB&T-SC") and Branch Banking and Trust Company
of Virginia ("BB&T-VA"), provide a wide range of banking services to individuals and businesses. Our
subsidiary banks offer a variety of loans to businesses and consumers, including an array of mortgage loan
products. Our loans are primarily to individuals residing in the market areas described above or to businesses that
are located in this geographical area. Our banking subsidiaries also market trust services and a wide range of
deposit services to individuals and businesses. Our commercial banking units or their subsidiaries offer, among
other services, lease financing to businesses and municipal governments; discount brokerage services and sales of
annuities and mutual funds; life insurance, property and casualty insurance, health insurance and commercial
general liability insurance on an agency basis; insurance premium financing; arranging permanent financing for
commercial real estate and providing loan servicing for third-party investors; and direct consumer finance loans
to individuals. Our direct nonbank subsidiaries provide a variety of financial services, including automobile
lending, equipment financing, factoring, leasing, asset management, full-service securities brokerage and capital
market services.
We have consummated acquisitions of over 55 community banks and thrifts, 60 insurance agencies and 20 non-
bank financial services providers over the last 15 years. We expect, in the long-term, to continue to take
advantage of the consolidation in the financial services industry and expand and enhance our franchise through
mergers and acquisitions. The consideration paid for these acquisitions may be in the form of cash, debt or
BB&T stock. The amount of consideration paid to complete these transactions may be in excess of the book
value of the underlying net assets acquired, which could have a dilutive effect on our earnings per share or book
value. In addition, acquisitions often result in significant front-end charges against earnings; however, cost
savings and revenue enhancements, especially incident to in-market bank and thrift acquisitions, are also
typically anticipated.
Our executive offices are located at 200 West Second Street, Winston-Salem, North Carolina 27101, and our
telephone number is (336) 733-2000.

RECENT DEVELOPMENTS
Pending Acquisitions
On November 11, 2003, we announced our intention to purchase McGriff, Seibels & Williams, Inc., of
Birmingham, Alabama. McGriff is a privately-held commercial insurance broker with projected 2003 premiums
of $1.8 billion, making it the 13th largest insurance broker in the nation. Its specialty areas include energy,
marine, financial services, commercial, construction, surety, employee benefits, healthcare and public entity. We
will issue between 7.8 million and 8.7 million shares of our common stock, depending on the average closing
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price of our common stock prior to the closing date, and $50 million in cash to complete the acquisition. The
transaction also allows for an additional payment to McGriff's shareholders of up to $102 million in cash over a
five-year period if McGriff exceeds certain performance targets. The merger, although approved by both our
board of directors and the board of directors of McGriff, remains subject to regulatory approval and the approval
of McGriff's shareholders. The merger will create the sixth largest insurance broker in the nation and is expected
to be completed in the first quarter of 2004.
On December 2, 2003, we announced our intention to purchase Republic Bancshares Inc. (Nasdaq: REPB), of St.
Petersburg, Florida, in a transaction valued at $436 million. Republic Bancshares currently operates 71

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banking offices along the Gulf Coast and in central and southern Florida, and consummation of this transaction
would increase the number of our branches in Florida to 89. Shareholders of Republic Bancshares will be
permitted to exchange their shares based on one of the following two options: (i) a fixed exchange ratio of 0.81
of a share of BB&T stock for each share of Republic Bancshares stock, or (ii) a fixed cash price of $31.79 per
share, with the aggregate cash available generally limited to 40% of the transaction value. The merger, although
approved both by our board of directors and the board of directors of Republic Bancshares, remains subject to
regulatory approval and the approval of Republic Bancshares' shareholders and is expected to be completed in
the second quarter of 2004.
Third Quarter Financial Results
Net income for the third quarter of 2003 totaled $115.9 million, a decrease of 64.7% compared to $328.2 million
earned in the third quarter of 2002. On a diluted per share basis, net income for the third quarter of 2003 was
$0.21, a decrease of 69.1% compared to $0.68 earned in the comparable period of 2002.
For the first nine months of 2003, net income was $759.9 million, a decrease of 21.3% compared to
$965.8 million earned in the first nine months of 2002. On a diluted per share basis, net income was $1.51 for the
nine months ended September 30, 2003, a decrease of 25.2% compared to $2.02 earned in the first nine months
of 2002.
Share Repurchase Program
We have periodically repurchased shares of our own common stock. From January 1, 2003 through December
16, 2003, we repurchased 21.5 million shares of common stock. During the years ended December 31, 2002,
2001 and 2000, we repurchased 21.8 million shares, 14.0 million shares and 7.1 million shares of common stock,
respectively. In accordance with North Carolina law, repurchased shares cannot be held as treasury stock, but
revert to the status of authorized and unissued shares upon repurchase.
On August 26, 2003, our board of directors authorized the repurchase of up to 50 million shares of BB&T
common stock. As of December 16, 2003, 46.7 million shares remained available for repurchase pursuant to the
August 26, 2003 board resolution.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
The financial information which is set forth below as of and for the nine months ended September 30, 2003 and
2002 has been derived from the unaudited consolidated financial statements and notes thereto as set forth in our
quarterly report on Form 10-Q for the quarter ended September 30, 2003. The financial information which is set
forth below as of and for each of the three years ended December 31, 2002, 2001 and 2000 has been derived from
the consolidated financial statements and notes thereto as set forth in our current report on Form 8-K filed on
December 11, 2003, which includes financial information for each of the two years ended December 31, 2001
and 2000. Results for the nine months ended September 30, 2003 are not necessarily indicative of the results that
may be expected for any other interim period or for the year 2003 as a whole. Our current report on Form 8-K
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Document Outline

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