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, 1998
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 as of December 31, 1998 and 1997
Together with Report of Independent Public Accountants
<PAGE>
Report of Independent Public Accountants
To the 401(k) Savings Plan Committee of
BB&T Corporation:
We have audited the accompanying statements of net assets available for plan
benefits, with fund information, of the BB&T Corporation 401(k) Savings Plan
(the Plan) as of December 31, 1998 and 1997, and the related statements of
changes in net assets available for plan benefits, with fund information, for
the years ended December 31, 1998 and 1997. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1998 and 1997, and the changes in net assets available for plan
benefits for the years ended December 31, 1998 and 1997, in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary schedules of assets
held for investment purposes and reportable transactions are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The fund information in the
statement of net assets available for plan benefits and the statement of changes
in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
As explained in the notes thereto, information presented in the schedule of
assets held for investment purposes does not disclose the historical cost for
investments. Disclosure of this information is required by the Department of
Labor Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
<PAGE>
2
As explained in the notes thereto, the Plan has not presented the schedule of
reportable transactions (transactions in excess of 5% of the current value of
plan assets at the beginning of the year) for the BB&T U.S. Treasury Money
Market Fund, the BB&T Intermediate U.S. Government Bond Fund, the BB&T
International Equity Fund, the BB&T Growth and Income Stock Fund, the BB&T
Balanced Fund, the BB&T Small Company Growth Fund and the BB&T one-year bank
investment contracts. Disclosure of this information is required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974.
/s/ Arthur Andersen LLP
Charlotte, North Carolina,
June 23, 1999.
<PAGE>
<TABLE>
BB&T Corporation 401(k) Savings Plan
Statement of Net Assets Available for Plan Benefits, With Fund Information
December 31, 1998
<CAPTION>
BB&T
Money Fixed Corporation Bank
Market Income Equity Common Investment Balanced
Fund Fund Fund Stock Fund Contracts Fund
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value-
Common stock $ 0 $ 0 $ 0 $747,348,984 $ 0 $ 0
Mutual funds 0 11,188,027 39,365,998 0 0 7,610,357
Five-year bank investment contracts 0 0 0 0 8,357,879 0
BB&T U.S. Treasury Money Market Fund
16,945,568 0 0 0 0 0
---------------------------------------------------------------------------------
16,945,568 11,188,027 39,365,998 747,348,984 8,357,879 7,610,357
Investments at cost - Participant loans 0 0 0 0 0 0
---------------------------------------------------------------------------------
16,945,568 11,188,027 39,365,998 747,348,984 8,357,879 7,610,357
Cash 0 0 0 2,042,469 0 0
---------------------------------------------------------------------------------
Net assets available for plan benefits $16,945,568 $11,188,027 $ 39,365,998 $749,391,453 $8,357,879 $7,610,357
=================================================================================
Small
International Company
Equity Growth Loan ESOP
Fund Fund Fund Allocated Unallocated Total
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value-
Common stock $ 0 $ 0 $ 0 $18,422,448 $ 0 $765,771,432
Mutual funds 886,256 9,239,137 0 0 0 68,289,775
Five-year bank investment contracts 0 0 0 0 0 8,357,879
BB&T U.S. Treasury Money Market Fund
0 0 0 0 0 16,945,568
-----------------------------------------------------------------------------------
886,256 9,239,137 0 18,422,448 0 859,364,654
Investments at cost - Participant loans 0 0 10,038,832 0 0 10,038,832
-----------------------------------------------------------------------------------
886,256 9,239,137 10,038,832 18,422,448 0 869,403,486
Cash 0 0 0 1,869 0 2,044,338
-----------------------------------------------------------------------------------
Net assets available for plan benefits $ 886,256 $ 9,239,137 $10,038,832 $18,424,317 $ 0 $871,447,824
===================================================================================
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
BB&T Corporation 401(k) Savings Plan
Statement of Net Assets Available for Plan Benefits, With Fund Information
December 31, 1997
<CAPTION>
BB&T
Money Fixed Corporation Bank
Market Income Equity Common Investment Balanced
Fund Fund Fund Stock Fund Contracts Fund
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value-
Common stock $ 0 $ 0 $ 0 $617,506,643 $ 0 $ 0
Mutual funds 0 6,178,794 30,284,938 0 0 4,128,669
Five-year bank investment contracts 0 0 0 0 5,166,441 0
BB&T U.S. Treasury Money Market Fund 14,964,040 0 0 0 0 0
---------------------------------------------------------------------------------
14,964,040 6,178,794 30,284,938 617,506,643 5,166,441 4,128,669
Investments at cost - Participant loans 0 0 0 0 0 0
---------------------------------------------------------------------------------
14,964,040 6,178,794 30,284,938 617,506,643 5,166,441 4,128,669
Cash 0 0 0 1,730,587 0 0
---------------------------------------------------------------------------------
Total assets 14,964,040 6,178,794 30,284,938 619,237,230 5,166,441 4,128,669
Notes payable 0 0 0 0 0 0
---------------------------------------------------------------------------------
Net assets available for plan benefits $14,964,040 $ 6,178,794 $ 30,284,938 $619,237,230 $5,166,441 $4,128,669
=================================================================================
Small
Company
Growth Loan ESOP
Fund Fund Allocated Unallocated Total
<S> <C> <C> <C> <C> <C>
Assets:
Investments at fair value-
Common stock $ 0 $ 0 $16,918,626 $ 2,436,876 $636,862,145
Mutual funds 6,188,659 0 0 0 46,781,060
Five-year bank investment contracts 0 0 0 0 5,166,441
BB&T U.S. Treasury Money Market Fund 0 0 0 0 14,964,040
--------------------------------------------------------------------
6,188,659 0 16,918,626 2,436,876 703,773,686
Investments at cost - Participant loans 0 7,509,639 0 0 7,509,639
--------------------------------------------------------------------
6,188,659 7,509,639 16,918,626 2,436,876 711,283,325
Cash 0 0 1,252 0 1,731,839
--------------------------------------------------------------------
Total assets 6,188,659 7,509,639 16,919,878 2,436,876 713,015,164
Notes payable 0 0 0 343,448 343,448
--------------------------------------------------------------------
Net assets available for plan benefits $6,188,659 $ 7,509,639 $16,919,878 $ 2,093,428 $712,671,716
====================================================================
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
BB&T Corporation 401(k) Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits, With Fund Information
For the Year Ended December 31, 1998
<CAPTION>
BB&T
Corporation
Money Fixed Common Bank
Market Income Equity Stock Investment Balanced
Fund Fund Fund Fund Contracts Fund
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income-
Dividends $ 2,626 $ 973 $ 34,397 $ 11,179,381 $ 66 $ 2,623
Interest 738,840 544,849 1,920,294 50,154 390,281 532,455
Net appreciation in value
of investments 0 202,589 2,510,476 155,895,434 0 356,233
--------------------------------------------------------------------------------------
Total investment income 741,466 748,411 4,465,167 167,124,969 390,347 891,311
--------------------------------------------------------------------------------------
Contributions-
Employer 499,324 298,046 1,882,582 10,443,371 114,121 635,419
Employees 657,713 436,828 2,718,343 14,630,847 158,608 857,629
Merged entity 4,455,932 329,171 6,433,853 821,808 1,672,236 2,027,839
--------------------------------------------------------------------------------------
Total contributions 5,612,969 1,064,045 11,034,778 25,896,026 1,944,965 3,520,887
--------------------------------------------------------------------------------------
Allocation of 34,046 shares of
BB&T common stock 0 0 0 0 0 0
--------------------------------------------------------------------------------------
Total additions 6,354,435 1,812,456 15,499,945 193,020,995 2,335,312 4,412,198
Deductions from net assets attributed to:
Withdrawals (2,110,388) (707,299) (2,500,958) (62,876,549) (263,255) (779,770)
Administrative expenses (31,353) (15,727) (67,119) (26,319) (13,284) (11,939)
Allocation of 34,046 shares of
BB&T common stock 0 0 0 0 0 0
Loans to members - Interest income 44,843 14,832 73,612 645,497 7,429 24,969
Principal repayments 211,112 67,171 294,019 2,697,115 35,886 98,624
Leveraged ESOP principal repayment 0 0 0 0 0 0
Net transfers of assets among funds (2,487,121) 3,837,800 (4,218,439) (3,306,516) 1,089,350 (262,394)
Net assets available for plan benefits,
beginning of year 14,964,040 6,178,794 30,284,938 619,237,230 5,166,441 4,128,669
--------------------------------------------------------------------------------------
Net assets available for plan benefits,
end of year $ 16,945,568 $ 11,188,027 $ 39,365,998 $ 749,391,453 $ 8,357,879 $ 7,610,357
======================================================================================
Small
International Company
Equity Growth Loan ESOP
Fund Fund Fund Allocated Unallocated Total
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income-
Dividends $ 970 $ 3,848 $ 0 $ 331,853 $ 24,160 $ 11,580,897
Interest 18,414 2,317 845,205 0 0 5,042,809
Net appreciation in value
of investments 27,922 588,306 0 3,848,531 0 163,429,491
-----------------------------------------------------------------------------------
Total investment income 47,306 594,471 845,205 4,180,384 24,160 180,053,197
-----------------------------------------------------------------------------------
Contributions-
Employer 64,900 872,559 0 0 0 14,810,322
Employees 112,730 1,270,344 0 0 0 20,843,042
Merged entity 560,351 1,912,108 298,091 0 0 18,511,389
-----------------------------------------------------------------------------------
Total contributions 737,981 4,055,011 298,091 0 0 54,164,753
-----------------------------------------------------------------------------------
Allocation of 34,046 shares of
BB&T common stock 0 0 0 952,190 0 952,190
-----------------------------------------------------------------------------------
Total additions 785,287 4,649,482 1,143,296 5,132,574 24,160 235,170,140
Deductions from net assets attributed to:
Withdrawals (3,664) (609,455) (616,120) (3,628,135) (24,163) (74,119,756)
Administrative expenses (698) (14,412) 0 0 0 (180,851)
Allocation of 34,046 shares of
BB&T common stock 0 0 0 0 (952,190) (952,190)
Loans to members - Interest income 1,643 32,380 (845,205) 0 0 0
Principal repayments 4,284 141,760 (3,549,971) 0 0 0
Leveraged ESOP principal repayment 0 0 0 0 (1,141,235) (1,141,235)
Net transfers of assets among funds 99,404 (1,149,277) 6,397,193 0 0 0
Net assets available for plan benefits,
beginning of year 0 6,188,659 7,509,639 16,919,878 2,093,428 712,671,716
-----------------------------------------------------------------------------------
Net assets available for plan benefits,
end of year $ 886,256 $ 9,239,137 $ 10,038,832 $ 18,424,317 $ 0 $ 871,447,824
===================================================================================
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
BB&T Corporation 401(k) Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits, With Fund Information
For the Year Ended December 31, 1997
<CAPTION>
BB&T
Corporation
Money Fixed Common Bank
Market Income Equity Stock Investment Balanced
Fund Fund Fund Fund Contracts Fund
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income-
Dividends $ 256 $ 0 $ 1,945,599 $ 7,439,182 $ 0 $ 98,999
Interest 595,667 292,070 335,257 50,729 253,814 108,026
Net appreciation in value of
investments 0 139,734 3,724,702 122,243,932 (6,400) 351,405
-------------------------------------------------------------------------------------
Total investment income 595,923 431,804 6,005,558 129,733,843 247,414 558,430
-------------------------------------------------------------------------------------
Contributions-
Employer 457,659 275,216 1,336,662 8,280,524 125,946 406,818
Employees 585,557 373,443 2,219,281 11,396,088 151,322 700,744
Merged entity 2,531,059 702,449 6,338,481 246,768,037 504,132 125,093
-------------------------------------------------------------------------------------
Total contributions 3,574,275 1,351,108 9,894,424 266,444,649 781,400 1,232,655
-------------------------------------------------------------------------------------
Allocation of 47,276 shares of
BB&T common stock 0 0 0 0 0 0
-------------------------------------------------------------------------------------
Total additions 4,170,198 1,782,912 15,899,982 396,178,492 1,028,814 1,791,085
Deductions from net assets attributed to:
Withdrawals (2,438,927) (477,854) (1,162,203) (24,666,154) (754,466) (280,982)
Administrative expenses (30,973) (12,622) (47,123) (22,357) (12,021) (7,041)
Interest expense 0 0 0 0 0 0
Allocation of 47,276 shares of
BB&T common stock 0 0 0 0 0 0
Loans to members - Interest income 35,109 16,065 50,105 404,422 7,551 14,823
Principal repayments 166,159 88,858 249,975 1,757,558 49,011 59,128
Leveraged ESOP principal repayment 0 0 0 0 0 0
Net transfers of assets among funds 1,818,449 (192,458) 202,038 (6,860,580) 389,887 492,237
Net assets available for plan benefits,
beginning of year 11,244,025 4,973,893 15,092,164 252,445,849 4,457,665 2,059,419
-------------------------------------------------------------------------------------
Net assets available for plan benefits,
end of year $ 14,964,040 $ 6,178,794 $ 30,284,938 $ 619,237,230 $ 5,166,441 $ 4,128,669
=====================================================================================
Small
Company
Growth Loan ESOP
Fund Fund Allocated Unallocated Total
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income-
Dividends $ 90,199 $ 0 $ 351,854 $ 46,565 $ 9,972,654
Interest 1,329 575,848 0 0 2,212,740
Net appreciation in value of
investments 289,228 0 7,977,075 1,592,683 136,312,359
----------------------------------------------------------------------
Total investment income 380,756 575,848 8,328,929 1,639,248 148,497,753
----------------------------------------------------------------------
Contributions-
Employer 788,320 0 0 663,815 12,334,960
Employees 1,282,384 0 0 0 16,708,819
Merged entity 573,277 0 0 0 257,542,528
----------------------------------------------------------------------
Total contributions 2,643,981 0 0 663,815 286,586,307
----------------------------------------------------------------------
Allocation of 47,276 shares of
BB&T common stock 0 0 1,204,670 0 1,204,670
----------------------------------------------------------------------
Total additions 3,024,737 575,848 9,533,599 2,303,063 436,288,730
Deductions from net assets attributed to:
Withdrawals (434,951) (381,135) (2,601,362) (46,565) (33,244,599)
Administrative expenses (12,688) 0 0 (3,268) (148,093)
Interest expense 0 0 0 (62,452) (62,452)
Allocation of 47,276 shares of
BB&T common stock 0 0 0 (1,204,670) (1,204,670)
Loans to members - Interest income 47,773 (575,848) 0 0 0
Principal repayments 130,763 (2,501,452) 0 0 0
Leveraged ESOP principal repayment 0 0 0 (601,363) (601,363)
Net transfers of assets among funds (676,764) 4,827,191 0 0 0
Net assets available for plan benefits,
beginning of year 4,109,789 5,565,035 9,987,641 1,708,683 311,644,163
----------------------------------------------------------------------
Net assets available for plan benefits,
end of year $ 6,188,659 $ 7,509,639 $ 16,919,878 $ 2,093,428 $ 712,671,716
======================================================================
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<PAGE>
BB&T Corporation 401(k) Savings Plan
Notes to Financial Statements
December 31, 1998 and 1997
1. Description of Plan:
The following description of the BB&T Corporation 401(k) Savings Plan (the Plan)
provides only general information. Participants should refer to the plan
agreement for a more complete description of the Plan's provisions.
BB&T Corporation (BB&T or the Bank) established the Savings and Thrift Plan for
the Employees of BB&T Corporation on July 1, 1982, for the purpose of promoting
the future economic welfare of the Bank's employees. Effective January 1, 1996,
Southern National's Employee Stock Ownership Plan was merged into the Savings
and Thrift Plan for the Employees of Branch Banking and Trust Company to form
the Southern National Corporation 401(k) Savings Plan. Effective May 18, 1997,
Branch Banking and Trust Company's shareholders voted to change the holding
company's name to BB&T Corporation. Accordingly, the Southern National
Corporation 401(k) Savings Plan became the BB&T Corporation 401(k) Savings Plan.
The Plan offers eight investment options for employee contributions: the BB&T
U.S. Treasury Money Market Fund, the BB&T Intermediate U.S. Government Bond
Fund, the BB&T International Equity Fund, the BB&T Growth and Income Stock Fund,
the BB&T Balanced Fund, the BB&T Small Company Growth Fund, BB&T One-Year Bank
Investment Contracts (which invests in one-year guaranteed income contracts of
the Bank) and the BB&T Corporation Common Stock Fund. Each participant may elect
to direct employee and employer contributions to any combination of the funds.
Participants may change their investment elections daily.
The Plan covers all employees who meet the age and service requirements. Under
the terms of the Plan, employees are eligible to participate in the Plan at age
21 with one year of continuous employment in which they have worked at least
1,000 hours. Participation in the Plan is based on voluntary election by each
employee.
Contributions to the Plan are made monthly by employees in amounts equal to
whole percentages, from 1% to 16%, of their monthly compensation. The Bank makes
matching contributions of 100% up to 6% of each participant's compensation
contributed to the Plan. Participants are fully vested in their accounts at all
times.
The Plan permits a participant to borrow up to 50% of their account balance, but
not more than the lesser of one-half of the value of the account balance, not to
exceed $50,000 or $50,000 minus the participant's highest outstanding loan
amount of the prior 12 months. The minimum loan amount is $1,000. Only one loan
can be made during the plan year and a participant may have only one loan
outstanding at any time. The interest rate to be paid on the amounts borrowed is
equal to the Bank's prime lending rate plus 1% at the time of the loan.
Under terms of the Plan, a participant is allowed to withdraw certain funds from
his account twice a year. Upon retirement, a participant may elect to have
distributions paid from this account in installments over a period not to exceed
the longer of 15 years, the participant's life expectancy, or the life
expectancy of the participant and beneficiary, a lump sum, or any combination of
the two.
<PAGE>
2
Employee Stock Ownership Plan
The Employee Stock Ownership Plan (ESOP) is a separate fund of the Plan and is
only for the employees of certain acquired institutions. The ESOP initially
purchased common shares using the proceeds of notes payable (see Note 6). The
common shares are maintained in a trust under the Plan and debt repayments are
funded by corporate contributions to the trust. As debt repayments are made,
shares are allocated to eligible employees' accounts in accordance with
applicable regulations under the Internal Revenue Code (IRC). Shares vest fully
upon allocation. Accordingly, the financial statements of the Plan present
separately the assets and liabilities and changes therein pertaining to the
accounts of employees with vested rights in allocated stock (Allocated) and
stock not yet allocated to employees (Unallocated).
2. Significant Accounting Policies:
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of
accounting.
Reclassification
Certain prior year amounts have been reclassified to conform with the current
year presentation.
Investments in Securities
Investments in securities are stated at fair value. The fair value of marketable
securities is based on published quotations obtained from national securities
exchanges. Investments in mutual funds are valued at fair value based on quoted
market prices of the underlying fund securities. Bank investment contracts are
stated at contract value, which do not materially differ from market value.
Securities transactions are recorded on the trade date. Dividend income is
recorded on the ex-dividend date.
Investments in Participant Loans
Investments in participant loans are stated at cost. Adjustments necessary to
reflect the fair value of the loans would not be material to the financial
statements.
Administrative Expenses
The plan sponsor may elect, but is not required to pay recordkeeping and other
administrative expenses incurred by the Plan. The plan sponsor has elected to
pay all other administrative fees related to professional services provided to
the Plan. Trustee fees consist primarily of administrative services rendered by
the Bank's Trust Division (see Note 8).
<PAGE>
3
3. Merged Plans:
During 1998, the Fidelity Federal Savings Bank Retirement Savings Plan, the
DeJarnette & Paul, Inc. 401(k) Profit Sharing Plan, the McPhail, Bray, Murphy, &
Allen Profit Sharing Plan, and the Life Savings Bank Employee Savings & Profit
Sharing Plan were merged into the Plan.
4. Investments:
The Plan's investments are administered by the Bank's Trust Division. The
appreciation (depreciation) in value of the Plan's investments (including
investments bought and sold as well as held during the year) is as follows:
Net Appreciation
(Depreciation)
----------------------------
1998 1997
----------------------------
Common stock $159,743,965 $122,845,295
Mutual funds 3,685,526 13,467,064
----------------------------
$163,429,491 $136,312,359
============================
At December 31, 1998 and 1997, the fair market value of individual investments
that represent 5% or more of the Plan's total net assets are as follows:
1998 1997
----------------------------
BB&T Corporation common stock $765,771,432 $636,862,145
============================
Included above, at December 31, 1998 and 1997, respectively, are approximately
458,860 and 265,348 shares of the ESOP's BB&T Corporation common stock which
were allocated to the participants' accounts with 0 and 38,039 shares being
unallocated.
5. Tax Status:
The Internal Revenue Service (IRS) issued its latest determination letter on
September 6, 1996, which stated that the Plan and its underlying trust qualify,
in form, under the applicable provisions of the IRC and therefore are exempt
from federal income taxes. In the opinion of the plan administrator, the Plan
and its underlying trust are currently being operated in compliance with the
applicable requirements of the IRC.
6. Notes Payable:
The ESOP initially purchased common shares using the proceeds of notes payable
(see Note 1). The notes bear interest at rates ranging from 7% to 9%, payable
annually. The principal balance for each note is to be repaid in monthly
installments over the life of the note, with final payments due at various times
from July 1996 to November 1998.
<PAGE>
4
The debt is guaranteed by the Bank and secured by the unallocated shares of BB&T
common stock.
7. Plan Termination:
Although it has not expressed an intent to do so, the Bank has the right to
discontinue its contributions at any time or to terminate the Plan. In the event
of plan termination, the assets would be distributed in accordance with the plan
documents.
8. Related-party Transactions:
During the years ended December 31, 1998 and 1997, the Plan purchased 991,031
and 804,483, respectively, of BB&T common stock at a cost of $46,334,775 and
$35,181,751, respectively. In addition, 975,652 and 512,323 shares were
distributed during 1998 and 1997, respectively, to employees who withdrew their
vested interests. The Plan received cash dividends of $11,535,394 and $7,837,601
on its investment in BB&T Corporation common stock during 1998 and 1997,
respectively.
Included in plan assets are mutual funds sponsored by the Bank, guaranteed
income contracts issued by the Bank and cash on deposit at the Bank.
The cost of administrative services rendered by the Bank's Trust Division for
the years ended December 31, 1998 and 1997, was $1,204,145 and $782,803,
respectively (see Note 2).
9. Subsequent Event:
During the first six months of 1999, the 401(k) plans for Virginia First Savings
Bank Incentive Security Plan and Franklin National Bank 401(k) Retirement Plan
were merged into the Plan.
<PAGE>
Schedule I
<TABLE>
BB&T Corporation 401(k) Savings Plan
Item 27(a) -- Schedule of Assets Held for Investment Purposes
December 31, 1998
<CAPTION>
Par Value
or Shares
Identity of Party and Description of Assets Cost Fair Value
- ----------- --------------------------------------------------------------- ------ ---------------
<C> <S> <C> <C>
16,945,568 *BB&T U.S. Treasury Money Market Fund ** $ 16,945,568
1,086,216 *BB&T Corporation Intermediate U.S. Government Bond Fund ** 11,188,027
1,896,243 *BB&T Corporation Growth and Income Fund ** 39,365,998
18,538,890 *BB&T Corporation Common Stock Fund ** 747,348,984
8,357,879 *One-Year Bank Investment Contracts ** 8,357,879
525,940 *BB&T Corporation Balanced Fund ** 7,610,357
78,222 *BB&T Corporation International Equity Fund ** 886,256
426,947 *BB&T Corporation Small Company Growth Fund ** 9,239,137
10,038,832 *Participant loans, varying maturities, rates ranging from
7.00% to 10.25% ** 10,038,832
=========== =============================================================== ====== ==============
* Denotes party-in-interest.
** Note: The above schedule could not be completed due to the trustee's inability to provide cost information for these
investments.
The accompanying notes to financial statements are an integral part of this schedule.
</TABLE>
<PAGE>
Schedule II
<TABLE>
BB&T Corporation 401(k) Savings Plan
Item 27(d) -- Schedule of Reportable Transactions (1)
December 31, 1998
<CAPTION>
Aggregate
Selling Price Aggregate
or Maturity Cost of Net
Aggregate Proceeds (2) Asset Sold Realized
Purchase (3) or Gain
Identity of Party and Description of Assets Price (2) ---------------- Matured (Loss)
------------------------------------------------ (3) ------ ------
-------------
<S> <C> <C> <C> <C>
BB&T Corporation common stock-
Purchases $46,334,775 $ 0 $ 0 $ 0
Sales 0 49,041,911 * *
============= ================ ====== ======
* Historical cost information is unavailable and is therefore not provided in this schedule.
(1) This schedule presents transactions in any security where the aggregate of transactions in that security exceeds 5% of plan
assets at January 1, 1998.
(2) The value of securities at the time of purchase or sale is the market value.
(3) Brokerage commissions are included in purchase prices and deducted from
sales proceeds.
Note: The above schedule could not be completed for the BB&T U.S.
Treasury Money Market Fund, the BB&T Intermediate U.S.
Government Bond Fund, the BB&T Growth and Income Stock Fund,
the BB&T Balanced Fund, the BB&T International Equity Fund,
the BB&T Small Company Growth Fund and the BB&T One-Year Bank
Investment Contracts due to the inability of the Trustee to
provide this information.
The accompanying notes to financial statements are an integral part of this schedule.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees and Savings Plan Committee have duly caused this annual report to be
signed on their behalf by the undersigned hereunto duly authorized.
Date: June 29, 1999 BB&T National Corporation
401(K) Savings Plan
/s/ Raymond K. MuCulloch
Raymond K. MuCulloch
Executive Vice President
