UNITED STATES 
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
Form 8-K
Current Report
_____________________________
 
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 7, 2019
Date of Report (Date of earliest event reported)
 
BB&T Corporation
(Exact name of registrant as specified in its charter)
_____________________________

North Carolina	1-10853	56-0939887	
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)	

200 West Second Street	 	
Winston-Salem, North Carolina	27101	
(Address of principal executive offices)	(Zip Code)	
(336) 733-2000
(Registrant's telephone number, including area code)
_____________________________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
 
ITEM 8.01. 
 
Other Events.
 
On February 7, 2019, BB&T Corporation (" BB&T ") and SunTrust Banks, Inc. (" SunTrust ") issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of February 7, 2019 (the " Merger Agreement "), providing for the merger of BB&T and SunTrust.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In connection with the announcement of the Merger Agreement, BB&T and SunTrust intend to provide supplemental information regarding the proposed transaction in connection with presentations to analysts and investors.  The slides that will be made available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated herein by reference. 
 
ITEM 9.01. 
 
Financial Statements and Exhibits.
(d)   Exhibits
 
Exhibit No.	 	Description of Exhibit	
99.1	 	Joint Press Release, dated February 7, 2019	
 	 	 	
99.2	 	Investor Presentation, dated February 7, 2019	

Forward Looking Statements
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of BB&T and SunTrust.  Words such as "anticipates,"  "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "could," "may," "should," "will" or other similar words and expressions are intended to identify these forward-looking statements.  These forward-looking statements are based on BB&T's and SunTrust's current expectations and assumptions regarding BB&T's and SunTrust's businesses, the economy, and other future conditions.  Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Many possible events or factors could affect BB&T's or SunTrust's future financial results and performance and could cause actual results or performance to differ materially from anticipated results or performance.  Such risks and uncertainties include, among others:  the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between BB&T and SunTrust, the outcome of any legal proceedings that may be instituted against BB&T or SunTrust, delays in completing the transaction, the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all, the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where BB&T and SunTrust do business, the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management's attention from ongoing business operations and opportunities, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction, the ability to complete the transaction and integration of BB&T and SunTrust successfully, and the dilution caused by BB&T's issuance of additional shares of its capital stock in connection with the transaction.  Except to the extent required by applicable law or regulation, each of BB&T and SunTrust disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments.  Further information regarding BB&T, SunTrust and factors which could affect the forward-looking statements contained herein can be found in BB&T's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2018, June 30, 2018 and September 30, 2018, and its other filings with the Securities and Exchange Commission ("SEC"), and in SunTrust's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2018, June 30, 2018 and September 30, 2018, and its other filings with the SEC.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger with SunTrust, BB&T will file with the SEC a registration statement on Form S-4 to register the shares of BB&T's capital stock to be issued in connection with the merger.  The registration statement will include a joint proxy statement/prospectus which will be sent to the shareholders of BB&T and SunTrust seeking their approval of the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT BB&T, SUNTRUST, AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from BB&T at its website, www.bbt.com , or from SunTrust at its website, www.suntrust.com .  Documents filed with the SEC by BB&T will be available free of charge by accessing BB&T's website at http://bbt.com/ under the tab "About BB&T" and then under the heading "Investor Relations" or, alternatively, by directing a request by telephone or mail to BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina, (336) 733-3065, and documents filed with the SEC by SunTrust will be available free of charge by accessing SunTrust's website at http://suntrust.com/ under the tab "Investor Relations," and then under the heading "Financial Information" or, alternatively, by directing a request by telephone or mail to SunTrust Banks, Inc., 303 Peachtree Street, N.E., Atlanta, Georgia 30308, (877) 930-8971.
Participants in the Solicitation
BB&T, SunTrust and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of BB&T and SunTrust in connection with the proposed transaction under the rules of the SEC.  Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available.  Additional information about BB&T, and its directors and executive officers, may be found in the definitive proxy statement of BB&T relating to its 2018 Annual Meeting of Shareholders filed with the SEC on March 15, 2018, and other documents filed by BB&T with the SEC.  Additional information about SunTrust, and its directors and executive officers, may be found in the definitive proxy statement of SunTrust relating to its 2018 Annual Meeting of Shareholders filed with the SEC on March 9, 2018, and other documents filed by SunTrust with the SEC.  These documents can be obtained free of charge from the sources described above.

 
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	BB&T CORPORATION	
 	 	(Registrant)	
 	 	 	
 	By:	/s/ Daryl N. Bible	 	
 	Name:	Daryl N. Bible	
 	Title:	Senior Executive Vice President and Chief Financial Officer	

 	 	 	
Date: February 7, 2019

Exhibit 99.1
 
BB&T Contacts:	SunTrust Contacts:	
Media	Media	Media	
Brian Davis	Sue Mallino	Tom Johnson	
(336) 733-2542	(404) 813-0463	(212) 371-5999	
BB&T Corporate Communications
Media@BBT.com	SunTrust Corporate Communications
sue.mallino@suntrust.com
 	Abernathy MacGregor Group
tbj@abmac.com

Investors	Investors	
Richard Baytosh	Ankur Vyas	
BB&T Investor Relations	Director of Investor Relations	
(336) 733-0732	(404) 827-6714	
RBaytosh@BBandT.com	ankur.vyas@suntrust.com	

BB&T and SunTrust to Combine in Merger of Equals to Create the Premier Financial Institution
Combination of two iconic franchises creates sixth-largest U.S. bank holding company with 275 years of combined history and culture serving clients and communities in high-growth markets
Enhanced scale and financial strength will accelerate investment in transformative technology to embrace disruption and create a more distinctive client experience

Expanded fee income base will create opportunities to build scale in specialized businesses across a larger client base

Compelling value creation expected for both companies' shareholders as demonstrated by double-digit earnings per share accretion by 2021

Estimated net cost synergies of at least $1.6 billion by 2022

Proven management teams with history of successful merger integrations, strong risk management skills and shared mission- and purpose-driven cultures

Combined company to operate under a new name and be headquartered in Charlotte, NC while maintaining significant operations and investment in Winston-Salem, NC and Atlanta, GA

Atlanta, GA and Winston-Salem, NC, February 7, 2019 – SunTrust Banks, Inc. (NYSE: STI) and BB&T Corporation (NYSE: BBT) announced today that both companies' boards of directors have unanimously approved a definitive agreement to combine in an all-stock merger of equals valued at approximately $66 billion. The combined company will be the sixth-largest U.S. bank based on assets and deposits.
The pro forma company will have approximately $442 billion in assets, $301 billion in loans, and $324 billion in deposits serving more than 10 million households in the United States, with leading market share in many of the most attractive, high-growth markets in the country. The incremental scale positions the new company to achieve industry-leading financial and operating metrics with the strongest return profile among its peers.
In a reflection of the equal contribution both banks bring to the new institution, the combined company will operate under a new name and brand, which will be determined prior to closing. The combined company's board of directors and executive management team will be evenly split between the two institutions. A new corporate headquarters will be established in Charlotte, NC, including an Innovation and Technology Center to drive digital transformation. In the current home markets for both companies, the combined company will maintain the Community Banking Center in Winston-Salem, NC and the Wholesale Banking Center in Atlanta, GA. This continued strong presence is also supported by the combined company's commitment to increase the respective banks' current levels of community investment.
GAAP and Cash EPS accretion per BB&T share in 2021 is expected to be approximately 13% and 17%, respectively (based on Street estimates). GAAP and Cash EPS accretion per SunTrust share in 2021 is expected to be approximately 9% and 16%, respectively (based on Street estimates). SunTrust shareholders will receive a 5% increase in their dividend upon consummation of the transaction based upon each Company's current dividend per share. Under the terms of the merger agreement, SunTrust shareholders will receive 1.295 shares of BB&T for each SunTrust share they own. BB&T shareholders will own approximately 57% and SunTrust shareholders will own approximately 43% of the combined company.
"This is a true merger of equals, combining the best of both companies to create the premier financial institution of the future," said BB&T Chairman and Chief Executive Officer Kelly S. King. "It's an extraordinarily attractive financial proposition that provides the scale needed to compete and win in the rapidly evolving world of financial services. Together with Bill's leadership and our new SunTrust teammates, we're going to bring the best of both companies forward to serve our clients and communities."
William H. Rogers, Jr., Chairman and Chief Executive Officer of SunTrust, said, "By bringing together these two mission- and purpose-driven institutions, we will accelerate our capacity to invest in transformational technologies for our clients. Our shared culture embraces the disruption of technology and we will take this innovative mindset to expand our leadership in the next chapter of these historic brands. With our geographic position, enhanced scale and leading financial profile, these two companies will achieve substantially more for clients, teammates, associates, communities, and shareholders than we could alone. I have tremendous respect for Kelly, his leadership team and the BB&T associates. We will leverage our respective strengths as we focus together on the future."

Strategic and Financial Benefits of the Proposed Merger

	Strong Cultural Alignment: The combined company will preserve and maintain the strong cultures of both BB&T and SunTrust to deliver superior client service and preserve the community bank model to maintain close ties to shared local communities. With its stronger position, it will also deliver a collective set of training, leadership, and development programs to attract and retain the industry's top talent across its expanded career opportunities.	

	Leading Financial Profile and Operating Metrics: The   combined company will be well positioned to achieve industry-leading financial and operating metrics with the strongest return profile amongst its peers. The expected benefits of the transaction include a pro forma efficiency ratio of 51%, peer best ROATCE of 22% and projected tangible book value per share accretion at close for BB&T shareholders of approximately 11%, or 6% fully accounting for one-time merger charges. The merger is expected to generate an internal rate of return of approximately 18%.	

	Increased Profitability and Scale to Drive New Innovations: The combined company will take advantage of its enhanced scale to focus on selecting best of breed systems and processes and making significant investments in technology to create a sustainable competitive advantage in an increasingly digital-first world .	

	Revenue Growth Through Complementary Businesses: The   combined company will   leverage its complementary businesses to generate additional revenue opportunities through BB&T's Community Banking and insurance operation and SunTrust's leading middle market corporate & investment banking business and digital consumer lending platform. 	
	Significant cost synergies: Expected to deliver approximately $1.6 billion in annual net cost synergies by 2022. The primary sources of cost savings are expected to be in facilities, information technology/systems, shared services, retail banking and third-party vendors.	

New Company Leadership Team, Succession Plan and Governance

Kelly S. King, Chairman and Chief Executive Officer of BB&T and its bank subsidiary, will serve as Chairman and Chief Executive Officer of the combined company and its bank subsidiary until Sept. 12, 2021, after which time he will serve as Executive Chairman of both entities until March 12, 2022. King will continue to serve on the Board of Directors of the combined company until the end of 2023.
William H. Rogers, Jr., Chairman and Chief Executive Officer of SunTrust will serve as President and Chief Operating Officer of the combined company and its bank subsidiary until Sept. 12, 2021, at which time he will become Chief Executive Officer of the combined company and its bank subsidiary. He will also hold a seat on the combined company's Board of Directors through his position as President and Chief Operating Officer and then Chief Executive Officer. On March 12, 2022, Rogers will also become Chairman and Chief Executive Officer of the combined company and its bank subsidiary.
Upon the closing of the transaction, the Board of Directors of the combined company will consist of members equally split between BB&T and SunTrust's current Directors. David M. Ratcliffe, current Lead Director of SunTrust, will serve as Lead Director of the combined company until March 12, 2022 after which the Lead Director will be a legacy BB&T Director.
The combined company's executive management team will be comprised equally from SunTrust and BB&T. They include Chris Henson, Clarke Starnes (Chief Risk Officer), Daryl Bible (Chief Financial Officer), Allison Dukes, Brant Standridge, David Weaver, Dontá Wilson, Ellen Fitzsimmons, Ellen Koebler, Hugh (Beau) Cummins, Joseph Thompson and Scott Case.
Timing and Approvals
The merger is expected to close in the fourth quarter of 2019, subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by the shareholders of each company.
Advisors
RBC Capital Markets served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to BB&T in this transaction. Goldman Sachs and SunTrust Robinson Humphrey served as financial advisors and Sullivan & Cromwell served as legal counsel to SunTrust in this transaction.
Investor Call
To listen to BB&T and SunTrust's live conference call at 8:30 a.m. ET today, please call 888-599-8685 and enter the participant code 888 814. A presentation will be used during the earnings conference call and is available on BB&T's website at https://bbt.investorroom.com/webcasts-and-presentations or SunTrust's website at http://investors.suntrust.com/events-and-presentations. Replays of the conference call will be available for 30 days by dialing 888-203-1112 (access code 7188 590).
The presentation, including an appendix reconciling non-GAAP disclosures, is available at https://bbt.investorroom.com/webcasts-and-presentations or http://investors.suntrust.com/events-and-presentations.
Website
You can also hear from both CEOs and learn more about today's announcement at: https://thepremierfinancialinstitution.com/.
About BB&T

BB&T is one of the largest financial services holding companies in the U.S. with $225.7 billion in assets and market capitalization of approximately $33.1 billion as of December 31, 2018. Building on a long tradition of excellence in community banking, BB&T offers a wide range of financial services including retail and commercial banking, investments, insurance, wealth management, asset management, mortgage, corporate banking, capital markets and specialized lending. Based in Winston-Salem, N.C., BB&T operates more than 1,800 financial centers in 15 states and Washington, D.C. and is consistently recognized for outstanding client service by Greenwich Associates for small business and middle market banking. More information about BB&T and its full line of products and services is available at www.BBT.com.

About SunTrust

SunTrust Banks, Inc. (NYSE: STI) is a purpose-driven company dedicated to Lighting the Way to Financial Well-Being for the people, businesses, and communities it serves. SunTrust leads onUp, a national movement inspiring Americans to build financial confidence. Headquartered in Atlanta, the Company has two business segments: Consumer and Wholesale. 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. Certain business lines serve consumer, commercial, corporate, and institutional clients nationally. As of December 31, 2018, SunTrust had total assets of $216 billion and total deposits of $163 billion. The Company provides deposit, credit, trust, investment, mortgage, asset management, securities brokerage, and capital market services. Learn more at www.suntrust.com.

Forward Looking Statements
 
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of BB&T and SunTrust.  Words such as "anticipates,"  "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "could," "may," "should," "will" or other similar words and expressions are intended to identify these forward-looking statements.  These forward-looking statements are based on BB&T's and SunTrust's current expectations and assumptions regarding BB&T's and SunTrust's businesses, the economy, and other future conditions.  Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Many possible events or factors could affect BB&T's or SunTrust's future financial results and performance and could cause actual results or performance to differ materially from anticipated results or performance.  Such risks and uncertainties include, among others:  the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between BB&T and SunTrust, the outcome of any legal proceedings that may be instituted against BB&T or SunTrust, delays in completing the transaction, the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all, the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where BB&T and SunTrust do business, the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management's attention from ongoing business operations and opportunities, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction, the ability to complete the transaction and integration of BB&T and SunTrust successfully, and the dilution caused by BB&T's issuance of additional shares of its capital stock in connection with the transaction.  Except to the extent required by applicable law or regulation, each of BB&T and SunTrust disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments.  Further information regarding BB&T, SunTrust and factors which could affect the forward-looking statements contained herein can be found in BB&T's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2018, June 30, 2018 and September 30, 2018, and its other filings with the Securities and Exchange Commission ("SEC"), and in SunTrust's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2018, June 30, 2018 and September 30, 2018, and its other filings with the SEC.

Additional Information and Where to Find It

In connection with the proposed merger with SunTrust, BB&T will file with the SEC a registration statement on Form S-4 to register the shares of BB&T's capital stock to be issued in connection with the merger.  The registration statement will include a joint proxy statement/prospectus which will be sent to the shareholders of BB&T and SunTrust seeking their approval of the proposed transaction.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT BB&T, SUNTRUST, AND THE PROPOSED TRANSACTION.

Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from BB&T at its website, www.bbt.com, or from SunTrust at its website, www.suntrust.com.  Documents filed with the SEC by BB&T will be available free of charge by accessing BB&T's website at http://bbt.com/ under the tab "About BB&T" and then under the heading "Investor Relations" or, alternatively, by directing a request by telephone or mail to BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina, (336) 733-3065, and documents filed with the SEC by SunTrust will be available free of charge by accessing SunTrust's website at http://suntrust.com/ under the tab "Investor Relations," and then under the heading "Financial Information" or, alternatively, by directing a request by telephone or mail to SunTrust Banks, Inc., 303 Peachtree Street, N.E., Atlanta, Georgia 30308, (877) 930-8971.

Participants in the Solicitation
 
BB&T, SunTrust and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of BB&T and SunTrust in connection with the proposed transaction under the rules of the SEC.  Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available.  Additional information about BB&T, and its directors and executive officers, may be found in the definitive proxy statement of BB&T relating to its 2018 Annual Meeting of Shareholders filed with the SEC on March 15, 2018, and other documents filed by BB&T with the SEC.  Additional information about SunTrust, and its directors and executive officers, may be found in the definitive proxy statement of SunTrust relating to its 2018 Annual Meeting of Shareholders filed with the SEC on March 9, 2018, and other documents filed by SunTrust with the SEC.  These documents can be obtained free of charge from the sources described above.

Exhibit 99.2

     Transformational Merger of Equals to Create The Premier Financial Institution  February 7, 2019 

 Introduction  6  Transaction Terms   11  Pro Forma Business Mix  14  Pro Forma Financial Profile and Impact  21  Conclusion  28    Agenda    Presenters  Kelly KingChairman & CEO, BB&T Corporation  William H. Rogers, Jr.Chairman & CEO, SunTrust Banks, Inc.  Allison DukesCFO, SunTrust Banks, Inc.   Daryl BibleCFO, BB&T Corporation  William H. Rogers, Jr.Chairman & CEO, SunTrust Banks, Inc.   I  II  III  IV  V              Table of Contents                                                           

 Forward-Looking / Non-GAAP Statements  Cautionary Note Regarding Forward-Looking StatementsThis communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of BB&T and SunTrust. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on BB&T’s and SunTrust’s current expectations and assumptions regarding BB&T’s and SunTrust’s businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Many possible events or factors could affect BB&T’s or SunTrust’s future financial results and performance and could cause actual results or performance to differ materially from anticipated results or performance. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between BB&T and SunTrust, the outcome of any legal proceedings that may be instituted against BB&T or SunTrust, delays in completing the transaction, the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all, the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where BB&T and SunTrust do business, the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction, the ability to complete the transaction and integration of BB&T and SunTrust successfully, and the dilution caused by BB&T’s issuance of additional shares of its capital stock in connection with the transaction. Except to the extent required by applicable law or regulation, each of BB&T and SunTrust disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information regarding BB&T, SunTrust and factors which could affect the forward-looking statements contained herein can be found in BB&T’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2018, June 30, 2018 and September 30, 2018, and its other filings with the Securities and Exchange Commission (“SEC”), and in SunTrust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2018, June 30, 2018 and September 30, 2018, and its other filings with the SEC.Non-GAAP Financial MeasuresThis presentation contains certain non-GAAP financial measures that are not in accordance with U.S. generally accepted accounting principles (GAAP). BB&T and SunTrust use certain non-GAAP financial measures to provide meaningful, supplemental information regarding their operational results and to enhance investors’ overall understanding of BB&T’s and SunTrust’s financial performance. The limitations associated with non-GAAP financial measures include the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. These disclosures should not be considered an alternative to BB&T’s and SunTrust’s GAAP results. 

 Additional Statements  Additional Information about the Merger and Where to Find ItIn connection with the proposed merger with SunTrust, BB&T will file with the SEC a registration statement on Form S-4 to register the shares of BB&T’s capital stock to be issued in connection with the merger. The registration statement will include a joint proxy statement/prospectus which will be sent to the shareholders of BB&T and SunTrust seeking their approval of the proposed transaction.INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT BB&T, SUNTRUST, AND THE PROPOSED TRANSACTION.Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from BB&T at its website, www.bbt.com, or from SunTrust at its website, www.suntrust.com. Documents filed with the SEC by BB&T will be available free of charge by accessing BB&T’s website at http://bbt.com/ under the tab “About BB&T” and then under the heading “Investor Relations” or, alternatively, by directing a request by telephone or mail to BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina, (336) 733-3065, and documents filed with the SEC by SunTrust will be available free of charge by accessing SunTrust’s website at http://suntrust.com/ under the tab “Investor Relations,” and then under the heading “Financial Information” or, alternatively, by directing a request by telephone or mail to SunTrust Banks, Inc., 303 Peachtree Street, N.E., Atlanta, Georgia 30308, (877) 930-8971.Participants in the SolicitationBB&T, SunTrust and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of BB&T and SunTrust in connection with the proposed transaction under the rules of the SEC. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information about BB&T, and its directors and executive officers, may be found in the definitive proxy statement of BB&T relating to its 2018 Annual Meeting of Shareholders filed with the SEC on March 15, 2018, and other documents filed by BB&T with the SEC. Additional information about SunTrust, and its directors and executive officers, may be found in the definitive proxy statement of SunTrust relating to its 2018 Annual Meeting of Shareholders filed with the SEC on March 9, 2018, and other documents filed by SunTrust with the SEC. These documents can be obtained free of charge from the sources described above. 

     Section I  Introduction 

 Individually, Strong; Together, Best          Highly Synergistic  Transformative  Financially Compelling  Brings together two like-minded institutions with strong cultural alignment  Produces industry-leading financial performance with an efficiency ratio of 51%(1), peer best ROATCE of 22%(1) and tangible book value accretion  Focused on the relentless pursuit of a differentiated, client-centric experience, leveraging the community bank and wholesale banking, and fueled by increased capacity for investments in innovation and talent  Combines complementary business models to create a diverse and comprehensive business mix with leading market share positions in traditional banking, insurance brokerage, and capital markets  Enhances fee income mix and creates compelling opportunities to build further scale in specialized businesses and leverage model into expanded client base  Leading with an innovative mindset and embracing the opportunity for disruption to drive a sustainable competitive advantage   Delivers the best of both institutions’ talent, technology, and processes   Maintains a rigorous risk management culture and strong capital and liquidity position  Combines strong individual core deposit bases to create the 6th largest U.S. bank with top market share position in highly attractive markets                                                  The combined company will be uniquely positioned to Light the Way to Financial Well-Being and Make The World a Better Place to Live  (1): Illustrative combined ratios for 2018 assuming $1.6 billion of net pre-tax cost savings. See Appendix for illustrative combination and non-GAAP reconciliations. 

 This is not just a merger of two legacy institutions; we are combining two companies with strong foundations to create the premier financial institutionMission and purpose-driven culture will be enhanced when combined   client relationships, top financial performance, leading the movement for financial well-being  Culture Matters – The Optimal Foundation  Two like-minded institutions with strong cultural alignment and a focus forward              Helping our CLIENTS achieve economic success and financial security  Creating a place where our ASSOCIATES can learn, grow and be fulfilled in their work  Making the COMMUNITIES in which we work better places to be; and thereby:  Optimizing the long-term return to our SHAREHOLDERS, while providing a safe and sound investment  Our values: trust, passion to win, precision, courage  Our principles: client first, one team, executional excellence, profitable growth  Our performance promise: we will be the best financial services company through deepest  client relationships, top financial performance, leading the movement for financial well-being  Make the World A Better Place To Live  Lighting the Way to Financial Well-Being   

   A Powerful Combination    Efficiency Ratio(2)  # of Households (MM)  Leading Market Position Across Diverse Set of Businesses  Market Value ($BN)  Assets ($BN)  Loans ($BN)  Deposits ($BN)  ROATCE  Combined Company  #2 weighted average deposit rank in Top 20 MSAs  #1 regional bank-owned investment bank  #2 regional bank mortgage originator and servicer  #5 global insurance broker  $311BN wealthand institutional client invested assets    57%  5.3  $37  $226  $149  $161  20%  60%  5.1  $26  $216  $152  $163  17%    BB&T  SunTrust  (1): Includes value of net cost savings ($1.6BN net pre-tax, 24% tax rate) at 11.5x and $2.0BN pre-tax one-time restructuring charge, see Appendix for reconciliation. (2): Reflects adjusted tangible efficiency ratio (FTE), see non-GAAP reconciliations. (3): Illustrative combined ratios for 2018 assuming $1.6BN of net pre-tax cost savings, see Appendix for reconciliations. (4): Based on weighted average footprint population and GDP growth, see page 19 for detail. Note: Financial data at or for the 12 months ended 12/31/18. Market data as of 2/5/19. Illustrative combined does not include impact of purchase accounting or other merger adjustments. Peers include: BAC, CFG, FITB, HBAN, KEY, MTB, PNC, RF, USB, WFC.      $76(1)  6th  largest U.S. bank    $442  6th  largest U.S. bank            $301  5th  largest U.S. bank  $324  6th  largest U.S. bank   51%(3)  #1  of 11 (peer group)   22%(3)  #1  of 11 (peer group)  ~10  Fastest growing footprint among peers(4) 

   Focused Forward on Transformational Digital Innovation                      U by BB&T Mobile banking app – ranked #1 in Apple, #3 in Android, and #2 by DynatraceNew Data Center to better protect client informationNew commercial loan system with enhanced portfolio management toolsFinancial Insights tool for commercial clients delivered through intelligent automation      Superior mobile app – received Javelin “Leader” awardLeading digital consumer lending platform –LightStreamFully digital mortgage application – SmartGUIDEDigital portal for Private Wealth clientsCloud-based loan origination platform for Wholesale segment    Individually, Strong; Together, BestThe Combined Company Will:Leverage scale to create capacity for incremental investments in innovation and technology to create a sustainable competitive advantage Focus on creating a distinctive client-centric experience to drive digital revenue and account growthDevelop a new Innovation and Technology Center in Charlotte, NC, to drive digital transformationTransform platforms to drive out cost, supporting a more technology-enabled businessGain incremental efficiencies through automation by enabling a faster, smarter, and more secure way of doing business Increase investments in cyber and business resiliency to fortify defenses and reduce risk         

 Section II  Transaction Terms 

 Merger of Equals Terms    Name of the new company will be determined prior to closing of the transaction  Name  BB&T and SunTrust will increase community investment in both Winston-Salem and Atlanta   Community Investment  50 / 50 split  Board of Directors  57% BB&T / 43% SunTrust  Ownership  Break-up Fee  Mutual break-up fee of approximately $1.1BN, payable in customary circumstances  Exchange Ratio & MergerStructure  1.295 BB&T shares for each SunTrust share   100% stock consideration  SunTrust to merge into BB&T  Anticipated Timing & Approvals  Anticipated closing in 4Q’19  BB&T and SunTrust shareholder approvals  Corporate Headquarters: Charlotte, NCInnovation and Technology Center: Charlotte, NC  Headquarters & Centers  Wholesale Banking Center: Atlanta, GACommunity Banking Center: Winston-Salem, NC  Executive Management  Kelly King to serve as Chairman & CEO of the combined company until September 12, 2021 after which he will serve as Executive Chairman for 6 monthsKing will serve on the Board of Directors until the end of 2023William H. Rogers, Jr. to serve as the combined company President & COO until September 12, 2021 after which he will become CEO for 6 months and then will become Chairman & CEORogers will serve on the Board of Directors14 members of executive management: 7 BB&T / 7 SunTrust  Customary regulatory approval 

 14 member executive management team: 7 BB&T / 7 SunTrust    Kelly King  Chairman & CEO    William H. Rogers, Jr.  President & COO  Chris Henson  Clarke StarnesCRO  Brant Standridge  Dontá Wilson  Ellen Koebler  Joseph Thompson  Scott Case  Hugh (Beau) Cummins  Ellen Fitzsimmons  David Weaver  Allison Dukes  Daryl BibleCFO  Complementary and Experienced Management Team Positions the Combined Company for Success 

 Section III  Pro Forma Business Mix 

 Complementary and Diversified Business Mix    Retail Banking  Consumer Lending  Commercial Banking  Small Business  Payments  Insurance Brokerage  Corporate & Investment Banking  BB&T              SunTrust              (Community Bank Model)  (Community Bank Model)  Specialty Finance        Combined  +  +  +  +  +  +  +  +  Potential revenue opportunity  Opportunity for further scale  Opportunity for further scale  Opportunity for further scale  Opportunity for further scale  Wealth       +  Opportunity for further scale  Opportunity for further scale  Opportunity for further scale        PRIMARILY REGIONAL        NATIONAL  Mortgage Banking      +  Opportunity for further scale  Potential revenue opportunity  Digital Lending    +  Potential revenue opportunity 

   Differentiated and Diversified Revenue Streams  Note: Financial data for the 12 months ended 12/31/18. Does not reflect purchase accounting or other merger adjustments. Figures may not foot due to rounding. Source: Company disclosure.        Combined Revenue (FTE)    Combined Fee Income          Noninterest Income 39%  Net interest Income (FTE)61%  Residential Mortgage Banking7%    Insurance Brokerage23%  Capital Markets15%  Service Charges on Deposits16%  Cards and Payments10%  Wealth Management11%  Commercial Mortgage Banking3%  Other Fee Income15%  2018: $21BN  2018: $8BN 

 Diversified Balance Sheet  Note: Loan mix based on 9/30/18 Y9C filings. Deposit mix based on EOP 12/31/18 GAAP disclosure. Does not reflect purchase accounting or other merger adjustments. Figures may not foot due to rounding. Source: Company disclosure.  Noninterest Bearing Deposits29%        C&I43%  CRE12%  Residential Mortgage27%  Consumer18%  Interest Bearing Deposits71%  Commercial: 55%Retail: 45%        Combined Loans  2018: $301BN  Combined Deposits  2018: $324BN 

 Overlapping Footprint Drives Enhanced Market Density  (1): Based on local market share. Peers include: BAC, CFG, FITB, HBAN, KEY, MTB, PNC, RF, USB, WFC. Note: Branch and deposit data as of 6/30/18 FDIC summary of deposits, pro forma for M&A through 1/31/19. Source: S&P Global.        BB&T  SunTrust            Pro Forma Deposits by State (Rank)  States with <1% market share included but not labeled: NJ, OH, MS, AR, IN  8 states with a Top 3 market rank  #2 weighted average deposit rank in our Top 20 MSAs  ~27% weighted average market share vs. 22% peer average(1)   #3 deposit rank in our combined footprint                 

 Significant Opportunity to Enhance Scale  Note: Branch data as of 6/30/18 FDIC summary of deposits. Deposits as of 12/31/18 end of period. BB&T / SunTrust combined reflects consolidation of ~740 branches. Source: S&P Global.  Deposits per Branch ($MM)   

 Serving the Highest Growth Footprint  (1): Deposit weighted by county. (2): Trailing 3-year average annual nominal GDP growth by state; deposit weighted by state. Note: Branch data as of 6/30/18 FDIC summary of deposits, pro forma for M&A through 1/31/19. Deposits as of 12/31/18 end of period. Sources: S&P Global, BEA.  Projected Population Growth (’19E – ’24E)(1)  Average Annual Nominal GDP Growth (’15 – ’17)(2)   

 Section IV  Pro Forma Financial Profile and Impact 

 Capital  Per Share Impact(2)  Summary Financial Assumptions and Impact    Financial Assumptions  EstimatedDeposit Divestiture  Cost Savings  Revenue Synergies  Exchange Ratio  Gross Loan Mark  Core Deposit Intangible  One-time Merger Costs  Anticipated Closing  IRR  9.75% - 10.0% common equity tier 1 at close (share repurchases suspended by both institutions through close)(1)SunTrust will not issue planned preferred equity in 2019  13% GAAP / 17% Cash accretive to BB&T shareholders in 20219% GAAP / 16% Cash accretive to SunTrust shareholders in 2021  $1.35 billion  $1.6 billion net of investments (pre-tax) (~12.5% of combined expenses) realized 50% / 90% / 100% in 2020 / 2021 / 2022  Expected but not included  1.295 BB&T shares for each SunTrust share (57% BB&T / 43% SunTrust ownership)  2% of SunTrust loans  2% of non-time deposits (amortized over 10 years Sum of Years Digits)  $2 billion (pre-tax)  4Q’19  ~18%  6% accretive to BB&T TBVPS (incl. full impact of one-time merger costs)5% accretive to SunTrust dividend per share  Financial Impact  (1): Projected at closing assuming NPR for institutions classified as Category III is passed. (2): See pages 34 – 35 for additional information. 

                     TALENT  Selecting the best talent, processes, and technology positions the combined company for success for many years to come  Significant Cost Efficiency Improvement Creates Capacity for Investments in Innovation, Technology, and Talent  PROCESSES  TECHNOLOGY  Cost Savings$1.6 billion of pre-tax cost savings, net of investments~12.5% of combined expensesExpected sources of cost savings:FacilitiesInformation Technology / SystemsShared ServicesRetail BankingThird Party / VendorsAcross BB&T and SunTrust’s combined footprint, there are ~740 branches within 2 miles of each otherRepresents ~24% of combined branches 

 Individually, Strong; Together, Best  BB&T / SunTrust illustrative combined includes $1.6 billion net pre-tax cost savings. See Appendix for illustrative combined and non-GAAP reconciliations.Note: Data for the 12 months ended 12/31/18. Peer tangible efficiency ratio (FTE) and Cash ROATCE reflects adjustments as reported by the company. Does not include impact of purchase accounting and other merger adjustments. Source: S&P Global, company disclosure.  TangibleEfficiency Ratio (FTE)  CashROATCE   

 Strong Balance Sheet and Conservative Risk Profile  (1): Projected at closing assuming NPR for institutions classified as Category III is passed. (2): Projected at closing. (3): Illustrative combined as of 12/31/18. (4): Cumulative interest-bearing deposit beta from 4Q’15 – 4Q’18 reflects 200 bps change in Fed Funds rate. Peers include: BAC, CFG, FITB, HBAN, KEY, MTB, PNC, RF, USB, WFC. Sources: Federal Reserve, S&P Global.  ~9.75 – 10.0% CET1 ratio(1)~115 – 120% LCR(2)Stable funding profile(3)86% of funding is deposits29% of deposits are noninterest bearingLow-cost deposits: 0.54%Cumulative deposit beta: 27%(4)97% of securities portfolio is government guaranteed or government sponsored(3)Objective is to maintain a strong credit rating as a combined company    Pro Forma Balance Sheet    Conservative Credit Risk Profile Results in…      NPLs / Loans  Criticized Loans / Commercial Loans  Projected Total Loan Loss Rate  Change to Minimum CET1  #2 of 11  #2 of 11  #2 of 11  #2 of 11        …Resiliency Under Stress (5-Year Avg. DFAST Results – Severely Adverse) 

 Further Enhance Best-in-Class Shareholder Returns          High quality and diverse revenue base                    CapitalDeployment  15 – 20%  40 – 50%  35 – 40%  Implied Annual Return to Shareholders  3.5 – 4.5%  3.5 – 4.5%  3.0 – 3.5%  OrganicGrowth  Dividend  Share Buybacks        10.0 – 12.5%    Strong expense discipline driving consistent positive operating leverage  Growth of core businesses in safe and sound manner  Industry-leading capital generation with lower levels of riskMeaningful opportunity for organic growthStrong and growing dividends to shareholdersContinuing to leverage share buybacks 

       Proven Track Record of Successfully Integrating Numerous AcquisitionsCollectively integrated nearly 100 bank acquisitions successfully over the last 35 yearsAdhere to diligent planning and a strong governance processIncorporate the best talent, processes, and technology      Complementary Geographies and Business LinesStrengthen differentiated and complementary business mix across lines of business, geographies,and clientsPotential revenue opportunities as a result of the combinationLeverage our combined strong understanding of our markets and business linesCreate a high returning, diverse company with a low risk profile          Unwavering Commitment to Serving Clients and CommunitiesPreserve and maintain a strong culture and set of values as a combined companyCreate a distinctive client experience empowered by dynamic and innovative technologyPreserve the community bank model to maintain close ties to our shared local communities      Robust Risk Governance and FrameworkContinue to manage the company within a conservative risk appetiteMaintain rigorous risk management and compliance programsEnsure successful integration and conversion through a robust governance process                    Alignment Drives Comprehensive and Thoughtful Integration Plan               

 Section V  Conclusion 

 ClientsRelentlessly focused on providing for a differentiated, superior client experience (enhanced by increased capacity for investments in technology)Remain committed to helpingclients achieve smart growth  CommunitiesOur commitment to investing in our communities will only be enhanced from hereMission and purpose-driven culture remains our foundation; together, we can better serve our communities  Teammates / AssociatesCollective set of training, leadership, and development programs will provide more opportunities; our teams are better together Committed to retaining top talent; merger provides expanded career opportunities for teammates / associates  ShareholdersUnique opportunity to deliver top financial performance with lower risk profile Steadfast commitment to disciplined, responsible capital allocation and attractive, sustainable dividend              We Remain Steadfast and Aligned in Our Commitment to all of Our Stakeholders         

 Individually, Strong; Together, Best  (1): Illustrative combined ratios for 2018 assuming $1.6 billion of net pre-tax cost savings. See Appendix for illustrative combination and non-GAAP reconciliations.          Highly Synergistic  Transformative  Financially Compelling  Brings together two like-minded institutions with strong cultural alignment  Produces industry-leading financial performance with an efficiency ratio of 51%(1), peer best ROATCE of 22%(1) and tangible book value accretion  Focused on the relentless pursuit of a differentiated, client-centric experience, leveraging the community bank and wholesale banking, and fueled by increased capacity for investments in innovation and talent  Combines complementary business models to create a diverse and comprehensive business mix with leading market share positions in traditional banking, insurance brokerage, and capital markets  Enhances fee income mix and creates compelling opportunities to build further scale in specialized businesses and leverage model into expanded client base  Leading with an innovative mindset and embracing the opportunity for disruption to drive a sustainable competitive advantage   Delivers the best of both institutions’ talent, technology, and processes   Maintains a rigorous risk management culture and strong capital and liquidity position  Combines strong individual core deposit bases to create the 6th largest U.S. bank with top market share position in highly attractive markets                                                  The combined company will be uniquely positioned to Light the Way to Financial Well-Being and Make The World a Better Place to Live 

 Appendix 

 Note: Branch and deposit data as of 6/30/18 FDIC summary of deposits, pro forma for M&A through 1/31/19. Source: S&P Global.  Combined Deposits by MSA ($MM)      BB&T    SunTrust    Combined        Market  Deposits  Market  Deposits  Market  Deposits  Combined MSAs    Rank  ($MM)  Rank  ($MM)  Rank  ($MM)  1.  Atlanta, GA  4  $8,630   1  $47,166   1  $55,796   2.  Washington, DC  5  14,122  4  18,971   2  33,093  3.  Winston-Salem, NC  1  25,356  5  684   1  26,041  4.  Miami, FL  9  7,288  6  11,475   4  18,763  5.  Orlando, FL  5  2,163  1  10,684   1  12,848  6.  Tampa, FL  7  2,603  3  9,903   2  12,506  7.  Baltimore, MD  5  5,468  6  2,870   3  8,338  8.  Charlotte, NC  3  6,235  6  1,872   3  8,107  9.  Richmond, VA  4  3,161  3  4,490   2  7,651  10.  Virginia Beach, VA  4  3,207  3  4,121   1  7,328  11.  Nashville, TN  15  715  4  6,359   4  7,074  12.  Raleigh, NC  2  4,213  6  1,348   2  5,561  13.  Philadelphia, PA  10  4,968  --  --   10  4,968  14.  Knoxville, TN  6  1,097  2  2,499   1  3,596  15.  Durham, NC  5  1,328  3  2,249   2  3,577  16.  North Port, FL  5  1,192  3  2,227   2  3,419  17.  Deltona, FL  6  401  1  2,927   1  3,328  18.  Dallas, TX  14  3,123  --  --   14  3,123  19.  Greensboro, NC  2  2,363  6  734   1  3,097  20.  Cape Coral, FL  5  928  3  2,059   1  2,987  Top 20 MSAs    --  $98,564   --  $132,639   --  $231,203   Other MSAs    --  61,945  --  31,761  --  93,706  Total MSAs    --  $160,508   --  $164,400   --  $324,909   Non-MSA Deposits    --  6,206  --  812  --  7,018  Total    --  $166,714   --  $165,212   --  $331,926   The combined company will have a #2 weighted average deposit rank in its Top 20 MSAs 

 Illustrative Combined 2018 Efficiency Ratio / Return on Average Tangible Common Equity  Note: See non-GAAP reconciliations for Adjusted Tangible Noninterest Expense and Adjusted Cash Net Income Available to Common. Assumes 24% tax rate.Source: Company disclosure.              Illustrative Combined Tangible Efficiency Ratio (FTE)(12 mos. Ended 12/31/18)  Illustrative Combined Cash ROATCE(12 mos. Ended 12/31/18)  Revenue (FTE) ($BN)    BB&T  $11.7   SunTrust  9.3   Illustrative Combined  $21.0       Adj. Tangible Noninterest Expense ($BN)    BB&T  $6.7   SunTrust  5.5   Illustrative Combined  $12.2       Pre-Tax Cost Savings ($BN)  $1.6   Illustrative Combined Revenue (FTE) ($BN)  $21.0   Illustrative Combined Adj. Tangible Noninterest Expense ($BN)  $10.6   Illustrative Combined Tangible Efficiency Ratio (FTE)  51%  Adj. Cash Net Income to Common ($BN)    BB&T  $3.3   SunTrust  2.6  Illustrative Combined  $5.9       Average Tangible Common Equity ($BN)    BB&T  $16.2   SunTrust  16.0   Illustrative Combined  $32.2       Pre-Tax Cost Savings ($BN)  $1.6   After-Tax Cost Savings ($BN)  $1.2  Illustrative Combined Adj. Cash Net Income ($BN)  $7.1   Illustrative Combined Avg. Tangible Common Equity ($BN)  $32.2  Illustrative Combined Cash ROATCE  22% 

 BB&T EOP(1) Common Shares Outstanding (MM)  763  SunTrust EOP(1) Common Shares Outstanding (MM)  447      BB&T Stock Price (2/5/19)  $48.79   SunTrust Stock Price (2/5/19)  $59.14       BB&T Market Value ($BN)  $37.2   SunTrust Market Value ($BN)  $26.4       Pre-Tax Cost Savings ($BN)  $1.6   After-Tax Cost Savings ($BN)  1.2   Value of Cost Savings ($BN) (11.5x Price / Forward Earnings)  $14.0       Less: After-Tax One-Time Merger Charges ($BN)  ($1.5)       Illustrative Combined Market Value ($BN)  $76.1         Illustrative Combined Market Value  (1): As of 12/31/18.  

                 Loan Mark                     BB&T    SunTrust    Divestiture    Net of     Restructuring                Stand-    Stand-    Gain     Reserve    Charge     Shares    Combined    %    Alone    Alone    (After-Tax)    (After-Tax)    (After-Tax)     Issued (1)    Company    Accretion  Tangible Common Equity @ 12/31/18  $16.7      $15.8      --     --     --     --     $32.5      --  2019E Cash Net Income  3.4      2.6      --     --     --     --     6.0      --  2019E Dividends (40% of GAAP Net Income)  (1.3)      (1.0)      --     --     --     --     (2.4)      --  2019E Share Repurchases  (1.7)      (1.8)      --     --     --     --     (0.3)      --  Tangible Common Equity @ 12/31/19  17.1      15.6      0.1      (1.2)      (0.2)     --     34.6      --  Tangible Common Equity Incl. Full Rest. Charge @ 12/31/19  --     --     --     --      (1.4)     --     33.3      --                                  FD Shares Outstanding @ 12/31/18 (MM)  773      --     --     --     --     578      1,351      --  Shares Repurchased in 2019 (MM)  (34)      --     --     --     --     --     --     --  FD Shares Outstanding @ 12/31/19 (MM)  740      --     --     --     --     --     1,351      --                                  FD TBV p.s. @ 12/31/19  $23.18     --     --     --     --     --     $25.63      11%  FD TBV p.s. @ 12/31/19 Incl. Full Rest. Charge  --     --     --     --     --     --     24.62      6%  Illustrative Tangible Book Value Accretion at Close    Note: Based on consensus estimates from S&P Global as of 2/5/19. (1): Net of $0.3 billion of SunTrust shares repurchased in 1Q’19. As of 2/5/19 close.    $ in billions, except per share amounts 

       Illustrative Earnings per Share Impact      2021E        BB&T Stand-Alone GAAP EPS     $4.94   SunTrust Stand-Alone GAAP EPS     6.65         BB&T Stand-Alone GAAP Net Income     $3.4   SunTrust Stand-Alone GAAP Net Income     2.6         After-Tax Adjustments ($BN)      Cost Savings (90% Realized 2021)     $1.1   Reversal of SunTrust Stand-Alone Provision, Net of New Provision     0.2   Core Deposit Intangible     (0.4)  Other Adjustments (1)     0.3         Pro Forma Combined GAAP Net Income     $7.2         Pro Forma FD Avg. Shares Outstanding (BN)     1.3  Pro Forma GAAP EPS    $5.59        GAAP EPS Accretion to BB&T Shareholders     13%        GAAP EPS Accretion to SunTrust Shareholders     9%  Note: 24% tax rate. Street net income and EPS estimates as of 2/5/19. (1): Other adjustments include reversal of SunTrust planned 2019 preferred issuance, FDIC assessment adjustment for TDR mark, BOLI penalty tax, anticipated funding cost improvements, incremental earnings from redeployed proceeds from share repurchases, lost earnings from divestiture, AOCI accretion.  $ in billions, except per share amounts 

 (1): BB&T one-time items include merger and restructuring charges. SunTrust one-time items include discrete income tax benefit (3Q’18) and pension plan termination charge (4Q’18). Assumes 24% tax rate on adjustments.  Non-GAAP Reconciliation: Adjusted Cash Net Income to Common    12 Months Ended 12/31/18      ($ in Millions)  BB&T    SunTrust  Reported (GAAP) Basis        Net Income to Common Shareholders  $3,063    $2,668  Reconciliation        Pre-Tax Intangible Amortization Expense  $131    $2  After-Tax Intangible Amortization Expense  $99    $1          Pre-Tax One-Time Items(1)  $146    $60  After-Tax One-Time Items(1)  $111    $(20)          Adjusted Cash Net income to Common Shareholders  $3,273    $2,649   

 (1): Adjusted noninterest expense and adjusted tangible efficiency ratio is provided as it removes certain items that are material and potentially non-recurring. Adjusted figures are intended to provide management and investors information on trends that are more comparable across periods and potentially more comparable across institutions.  Non-GAAP Reconciliation: Adjusted Tangible Efficiency Ratio    12 Months Ended 12/31/18      ($ in Millions)  BB&T    SunTrust  Reported (GAAP) Basis        Net Interest Income  $6,682    $5,987  Noninterest Income  4,876    3,226  Revenue  11,558    9,213  Noninterest Expense  6,932    5,673  Efficiency Ratio  60.0%    61.6%          Reconciliation        Net Interest Income  6,682    5,987  FTE Adjustment  96    88  Net Interest Income-FTE  6,778    6,075  Noninterest Income  4,876    3,226  Revenue-FTE  11,654    9,301  Efficiency Ratio-FTE  59.5%    61.0%  Noninterest Expense  6,932    5,673  Adjustment Items (Noninterest Expense):        Merger-related and restructuring charges, net  (146)        Legacy pension settlement charge         (60)  Adjusted Noninterest Expense(1)  $6,786     $5,613   Amortization Expense  (131)    (73)   Adjusted Tangible Expenses  $6,655     $5,540   Adjusted Efficiency Ratio-FTE  58.2%    60.3%  Adjusted Tangible Efficiency Ratio-FTE(1)  57.1%     59.6%   

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