Securities and Exchange Commission
Washington, D.C. 20549
Form 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2004
Commission file number 1-10853
BB&T Corporation 401(k) Savings Plan
(Full title of the plan)
BB&T Corporation
(Name of issuer of securities)
200 West Second Street
Winston-Salem, NC 27101
(Address of issuer's principal executive offices)
BB&T Corporation
401(k) Savings Plan
Financial Statements and Supplemental Schedule
Years Ended December 31, 2004 and 2003
BB&T Corporation 401(k) Savings Plan
Contents
December 31, 2004 and 2003
*Other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
Report of Independent Registered Public Accounting Firm
To the
Participants, Administrator and
BB&T Corporation Retirement Plans
Committee
BB&T Corporation 401(k) Savings Plan
In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the BB&T Corporation 401(k) Savings Plan (the Plan) at December 31, 2004 and 2003 and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
Greensboro, North Carolina
June 28, 2005
1
BB&T Corporation
401(k) Savings Plan
Statements
of Net Assets Available for Benefits
December 31, 2004 and 2003
2004 | 2003 | |||||||
---|---|---|---|---|---|---|---|---|
Assets | ||||||||
Investments, at fair value | ||||||||
BB&T Common Stock | ||||||||
BB&T Common Stock Fund | $ | 867,040,476 | $ | 808,499,008 | ||||
BB&T Common Stock | 13,346,216 | 13,010,527 | ||||||
Mutual funds | 506,830,981 | 413,824,172 | ||||||
BB&T U.S. Treasury Money Market Fund | 99,008,464 | 104,757,837 | ||||||
One-year bank investment contracts | 45,222,204 | 42,995,790 | ||||||
Participant loans | 23,095,882 | 21,448,826 | ||||||
Total assets | 1,554,544,223 | 1,404,536,160 | ||||||
Liabilities | ||||||||
Accrued expenses | 381,177 | -- | ||||||
Net assets available for benefits | $ | 1,554,163,046 | $ | 1,404,536,160 | ||||
The accompanying notes are an integral part of these financial statements.
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BB&T Corporation 401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2004 and 2003
2004 | 2003 | |||||||
---|---|---|---|---|---|---|---|---|
Additions to net assets attributable to | ||||||||
Investment income | ||||||||
Interest | $ | 1,874,687 | $ | 1,876,608 | ||||
Dividends | 36,540,879 | 31,555,496 | ||||||
Net appreciation in fair value of investments | 108,616,170 | 87,330,958 | ||||||
Total income | 147,031,736 | 120,763,062 | ||||||
Contributions | ||||||||
Employer | 46,093,045 | 42,364,167 | ||||||
Employee | 65,076,723 | 58,839,055 | ||||||
Rollovers | 2,197,911 | 3,107,095 | ||||||
Total contributions | 113,367,679 | 104,310,317 | ||||||
Total additions | 260,399,415 | 225,073,379 | ||||||
Deductions from net assets attributable to | ||||||||
Benefits paid to participants | 127,656,559 | 62,927,695 | ||||||
Administrative expenses | 2,255,628 | 1,671,181 | ||||||
Total deductions | 129,912,187 | 64,598,876 | ||||||
Net increase prior to transfers from other plans | 130,487,228 | 160,474,503 | ||||||
Transfers from other plans | 19,139,658 | 145,343,684 | ||||||
Net increase | 149,626,886 | 305,818,187 | ||||||
Net assets available for benefits | ||||||||
Beginning of year | 1,404,536,160 | 1,098,717,973 | ||||||
End of year | $ | 1,554,163,046 | $ | 1,404,536,160 | ||||
The accompanying notes are an integral part of these financial statements.
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BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2004 and 2003
1. | Description
of the BB&T Corporation 401(k) Savings Plan |
General |
Eligibility
for Participation |
Contributions |
Participants may make changes in their contribution percentage at any time. Allocations among fund options offered by the Plan may be changed on a daily basis. Participants may also contribute funds from other tax-qualified plans as rollover contributions. |
Vesting |
Participant
Loans |
Payment
of Benefits |
4
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2004 and 2003
Participant
Accounts |
Forfeitures |
2. | Summary of Significant Accounting Policies |
Basis of
Accounting |
Administrative
Expenses |
Investment
Valuation and Income Recognition |
The Plans investments in mutual funds, the money market fund, bank investment contracts and common stock are stated at fair value. The fair value of mutual funds, the money market fund and common stock was determined by closing prices at the end of the Plan year. |
Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income on mutual funds is recorded on the ex-dividend date. Capital gain distributions on mutual funds are included in dividend income. Dividend income on BB&T Corporation common stock is recorded on the payable date. The Plan presents in the statement of changes in net assets available for plan benefits the net appreciation in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation on those investments. |
Investments in participant loans are stated at cost which approximates fair market value. |
Use of
Estimates |
5
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2004 and 2003
Concentration
of Credit Risk |
Payment
of Benefits |
Reclassification |
3. | Bank Investment Contracts |
The Plan invests in fully benefit responsive bank investment contracts guaranteed by the Corporation. The contracts are credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment without penalty. |
There are no reserves for credit risk of the contract issuer or otherwise. The fair value of the investment contracts at December 31, 2004 and 2003 was $45,222,204 and $42,995,790, respectively. The average yield and crediting interest rates were approximately 1.41 percent and 1.40 percent, respectively, in 2004, and 1.71 percent and 1.70 percent, respectively, in 2003. The crediting interest rate of the contracts is based upon the last U.S. Treasury bill auction prior to December 1st of the year prior to the contracts issuance. Contracts are issued annually. |
6
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2004 and 2003
4. | Transfers from Other Plans |
During 2004 and 2003, BB&T Corporation authorized the transfer of participants and assets from various acquired company plans into the Plan. Participant account balances including investments and loans receivable were transferred from the various plans at various dates during 2004 and 2003 as follows: |
2004 | |||||
---|---|---|---|---|---|
Republic Bank Employee Savings Plan | $ | 7,708,515 | |||
Old Colony Insurance Service 401(k) Salary Reduction Plan | 2,820,204 | ||||
VBA Defined Contribution Plan for James River Bankshares, Inc. | 1,887,389 | ||||
Jackson Holding Co., Inc. 401(k) Plan | 1,694,438 | ||||
Carolina Insurance Consultants, Inc. 401(k) Plan | 1,556,865 | ||||
Iler, Wall & Shonter Insurance, Inc. 401(k) Retirement Plan | 1,534,977 | ||||
deGarmo & Kelleher Profit Sharing Plan | 929,119 | ||||
Capitol Premium Profit Sharing 401(k) Plan | 542,327 | ||||
Cromwell 401(k) Plan | 465,824 | ||||
$ | 19,139,658 | ||||
2003 | |||||
Century South Banks Savings Plan | $ | 3,380,852 | |||
First South Bank 401(k) Plan | 4,366,470 | ||||
First Virginia Banks, Inc. Employee's Thrift Plan | 137,596,362 | ||||
$ | 145,343,684 | ||||
5. | Investments |
The following presents investments that represent five percent or more of the Plan's net assets in one or both years at December 31, 2004 and 2003: |
2004 | 2003 | |||||||
---|---|---|---|---|---|---|---|---|
BB&T Corporation Common Stock Fund, 60,505,267 and | ||||||||
61,342,869 shares, respectively | $ | 867,040,476 | $ | 808,499,008 | ||||
BB&T Large Company Value Fund, 8,663,514 and | ||||||||
8,490,180 shares, respectively | 161,487,910 | 142,889,725 | ||||||
BB&T U.S. Treasury Money Market Fund, 99,008,464 and | ||||||||
104,757,837 shares, respectively | 99,008,464 | 104,757,837 | ||||||
BB&T Large Company Growth Fund, 7,979,377 and | ||||||||
8,211,238 shares, respectively | 72,372,954 | 70,206,086 |
7
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2004 and 2003
The fair market value of the BB&T Corporation Common Stock Fund of $867,040,476 and $808,499,008, at December 31, 2004 and 2003, respectively, which includes cash balances of $2,383,801 and $2,304,235 respectively, is allocated to participants accounts on a unitized basis. |
During 2004 and 2003, the Plans investments (including investments bought, sold, and held during the year) appreciated in value as follows: |
2004 | 2003 | |||||||
---|---|---|---|---|---|---|---|---|
Net appreciation in fair value of investments: | ||||||||
Mutual funds | $ | 36,144,273 | $ | 50,251,767 | ||||
BB&T Corporation common stock | 72,471,897 | 37,079,191 | ||||||
$ | 108,616,170 | $ | 87,330,958 | |||||
6. | Nonparticipant-Directed Investments |
A portion of the Plan consists of balances from various employee stock ownership plans that were transferred into the Plan (Old ESOP). Information about the net assets and the significant components of the changes in net assets relating to the Old ESOPs investment in the Corporations common stock, whose fair value is determined based on closing prices at the end of the Plan year, is as follows: |
December 31, | ||||||||
---|---|---|---|---|---|---|---|---|
2004 | 2003 | |||||||
Net Assets: | ||||||||
BB&T Corporation Common Stock | $ | 13,346,216 | $ | 13,010,527 | ||||
Year Ended December 31, | ||||||||
2004 | 2003 | |||||||
Changes in Net Assets: | ||||||||
Dividends | $ | 436,852 | $ | 418,595 | ||||
Net appreciation | 1,073,096 | 537,963 | ||||||
Benefits paid to participants | (1,107,686 | ) | (724,758 | ) | ||||
Transfers to participant-directed investments | (66,573 | ) | (94,762 | ) | ||||
$ | 335,689 | $ | 137,038 | |||||
7. | Tax Status |
The Internal Revenue Service (IRS) has determined and informed the Plan Sponsor by letter dated October 22, 2004, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC. |
8
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 2004 and 2003
8. | Plan Termination |
Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, assets of the Plan would be distributed in accordance with the Plan agreement. |
9. | Party-In-Interest Transactions |
Included in Plan assets are mutual funds sponsored by the Bank of $506,830,981 and $413,824,172 at December 31, 2004 and 2003, respectively, and bank investment contracts issued by the Corporation of $45,222,204 and $42,995,790 at December 31, 2004 and 2003, respectively. The Plan received cash dividends of $7,966,690 and $5,739,474 on its investments in BB&T-sponsored mutual funds during 2004 and 2003, respectively, and interest of $584,190 and $696,635 on its investment in the bank investment contract during 2004 and 2003, respectively. |
In addition, the Plan invests in the Corporations common stock, as indicated in Notes 5 and 6. The Plan received cash dividends of $28,574,189 and $25,816,022 on its investment in BB&T Corporation common stock during 2004 and 2003, respectively. |
The costs of administrative services rendered by the Corporations Trust Division for the years ended December 31, 2004 and 2003 were $2,255,628 and $1,671,181, respectively (see Note 2). |
10. | Plan Amendments |
Effective January 1, 2003 the Plan was amended to allow participants to make catch-up contributions in accordance with Internal Revenue Service regulations and to clarify provisions related to Required Minimum Distributions. |
9
BB&T Corporation 401(k) Savings Plan
Schedule of Assets (Held At End of Year)
December 31, 2004
( c ) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) | ( b ) | Description of Investments, | ( d ) | ( e ) | |||||||||||||
Identity of Issuer | Including Matury Date, | Number | |||||||||||||||
Borrower, Lessor | Collateral, Par or Maturity | of | Current | ||||||||||||||
or Similar Party | Value | Shares/Units | Cost | Value | |||||||||||||
* | BB&T Corporation U.S. Treasury Money Market Fund | Mutual Fund | 99,008,464 | ** | $ | 99,008,464 | |||||||||||
* | BB&T Corporation Short-term U.S. Government Income Fund | Mutual Fund | 625,332 | ** | 6,040,704 | ||||||||||||
* | BB&T Corporation Intermediate U.S. Government Bond Fund | Mutual Fund | 5,255,262 | ** | 53,498,567 | ||||||||||||
* | BB&T Corporation Intermediate Corporate Bond Fund | Mutual Fund | 1,020,747 | ** | 10,748,461 | ||||||||||||
* | BB&T Corporation Capital Manager Conservative Fund | Mutual Fund | 3,639,770 | ** | 35,487,761 | ||||||||||||
* | BB&T Corporation Capital Manager Moderate Fund | Mutual Fund | 842,007 | ** | 8,100,107 | ||||||||||||
* | BB&T Corporation Capital Manager Growth Fund | Mutual Fund | 723,865 | ** | 6,804,333 | ||||||||||||
* | BB&T Corporation Capital Manager Aggressive Fund | Mutual Fund | 584,920 | ** | 6,159,208 | ||||||||||||
* | BB&T Corporation Mid Cap Value Fund | Mutual Fund | 1,820,084 | ** | 31,032,425 | ||||||||||||
* | BB&T Corporation Mid Cap Growth Fund | Mutual Fund | 1,427,248 | ** | 18,554,225 | ||||||||||||
* | BB&T Corporation Large Company Value Fund | Mutual Fund | 8,663,514 | ** | 161,487,910 | ||||||||||||
* | BB&T Corporation Common Stock Fund | Mutual Fund | 60,505,267 | ** | 867,040,476 | ||||||||||||
* | BB&T Corporation One-Year Bank Investment Contracts | Bank Investment Contract | 45,222,204 | ** | 45,222,204 | ||||||||||||
* | BB&T Corporation Large Company Growth Fund | Mutual Fund | 7,979,377 | ** | 72,372,954 | ||||||||||||
* | BB&T Corporation International Equity Fund | Mutual Fund | 2,286,513 | ** | 21,310,302 | ||||||||||||
* | BB&T Corporation Small Company Growth Fund | Mutual Fund | 2,734,625 | ** | 38,612,907 | ||||||||||||
* | BB&T Corporation Equity Index Fund | Mutual Fund | 4,498,909 | ** | 36,621,117 | ||||||||||||
* | BB&T Corporation Common Stock | Common Stock | 317,345 | $ | 9,626,665 | 13,346,216 | |||||||||||
Plan Participants | Participant loans ( 4.00% to 10.50% | ||||||||||||||||
due thru April 2027) | ** | 23,095,882 | |||||||||||||||
$ | 1,554,544,223 | ||||||||||||||||
* Party in interest |
10
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the BB&T Corporation Retirement Plans Committee has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
BB&T 401 (k) Savings Plan | |
June 28, 2005 | /S/ Steven L. Reeder |
Senior Vice President & Benefits Manager |