================================================================================
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, 2000
Date of Report (Date of earliest event recorded)
BB&T Corporation
(Exact name of registrant as specified in its charter)
Commission file number: 1-10853
North Carolina 56-0939887
(State of Incorporation) (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)
- --------------------------------------------------------------------------------
This Form 8-K has 37 pages.
================================================================================
Item 5. Other Events
The purpose of this Current Report on Form 8-K is to announce that BB&T
Corporation ("BB&T") has entered into a definitive agreement to merge with One
Valley Bancorp, Inc. ("One Valley"), of Charleston, West Virginia, and to file
certain analyst presentation materials related to this transaction as Exhibit
99.1.
BB&T will acquire One Valley in a $1.2 billion stock swap, creating the
nation's 18th largest financial institution and boosting BB&T's assets to
approximately $53 billion after all of BB&T's previously announced mergers are
closed. The acquisition is BB&T's second in West Virginia, having entered the
state last year with the acquisition of Matewan Bancshares, a Williamson-based
bank holding company with $676 million in assets. The merger with One Valley
will give BB&T the No. 1 market share in West Virginia and will also provide
entry into 10 new markets in central Virginia.
One Valley, with $6.6 billion in assets, is the parent company to nine
community banks and operates 123 branches - 76 in West Virginia and 47 in
central Virginia. The transaction, approved by the directors of both companies,
is valued at $35.20 per share of One Valley common stock based on BB&T's closing
price on Friday, February 4, 2000, of $27.50. The exchange ratio is fixed at
1.28 shares of BB&T common stock for each One Valley share. The transaction will
be accounted for as a pooling of interests.
The One Valley merger will increase BB&T's West Virginia assets to $5.3
billion and its Virginia assets to $6.6 billion. BB&T will rank sixth in market
share in Virginia.
In addition to its nine banking subsidiaries serving 81 cities and towns in
West Virginia and central Virginia, One Valley operates a trust division,
discount brokerage and insurance arm. One Valley's West Virginia community banks
are located in the state's most economically vibrant areas, primarily along
major interstate highways. One Valley began its expansion into central Virginia
in 1996, targeting the Charlottesville, Lynchburg and Lexington markets.
One Valley Chief Operating Officer Phyllis Arnold will be named Chief
Operating Officer and president of BB&T's West Virginia operations and president
of a Charleston-based BB&T community bank region.
A $10 million trust fund will be established for charitable contributions
and economic development in communities served by One Valley. One Valley already
has a similar $4 million trust fund.
Over the past five years, BB&T has had a dividend payout ratio in the range
of approximately 36.5% to 39.5% of recurring earnings and a compound growth rate
of the annual dividend of 14.9%. Consistent with this history, BB&T management
intends to recommend to the Board of Directors that the regular quarterly
dividend be increased from $.20 to $.23 per share in the third quarter of 2000.
The merger, which is subject to the approval of One Valley shareholders and
banking regulators, is expected to be completed in the third quarter.
<PAGE>
Item 7. Exhibits
99.1 Analyst Presentation Materials
<PAGE>
BB&T
and
One Valley Bancorp, Inc.
Charleston, WV
Expanding a Great Franchise
Analyst Presentation
February 7, 2000
<PAGE>
Forward-Looking Information
BB&T has made forward-looking statements in the accompanying analyst
presentation materials that are subject to risks and uncertainties. These
statements are based on the beliefs and assumptions of the management of BB&T,
and on the information available to management at the time the analyst
presentation materials were prepared. In particular, the analyst materials in
this report include statements regarding estimated earnings per share of BB&T on
a stand alone basis, expected cost savings from the merger, estimated
restructuring charges relating to the merger, estimated increases in One Valley
Bancorp, Inc.'s fee income ratio, estimated yield enhancement from restructuring
One Valley Bancorp, Inc.'s bond portfolio, the anticipated accretive effect of
the merger, and BB&T's anticipated performance in future periods. With respect
to estimated cost savings and restructuring charges, BB&T has made assumptions
about, among other things, the extent of operational overlap between BB&T and
One Valley Bancorp, Inc., the amount of general and administrative expense
consolidation, costs relating to converting One Valley Bancorp, Inc.'s bank
operations and data processing to BB&T's systems, the size of anticipated
reductions in fixed labor costs, the amount of severance expenses, the extent of
the charges that may be necessary to align the companies' respective accounting
reserve policies, and the cost related to the merger. The realization of cost
savings and the amount of restructuring charges are subject to the risk that the
foregoing assumptions are inaccurate.
Any statements in the accompanying exhibit regarding the anticipated accretive
effect of the merger and BB&T's anticipated performance in future periods are
subject to risks relating to, among other things, the following possibilities:
(1) expected cost savings from this merger or other previously announced mergers
may not be fully realized or realized within the expected time frame; (2)
deposit attrition, customer loss or revenue loss following proposed mergers may
be greater than expected; (3) competitive pressure among depository and other
financial institutions may increase significantly; (4) costs or difficulties
related to the integration of the businesses of BB&T and its merger partners,
including One Valley Bancorp, Inc., may be greater than expected; (5) changes in
the interest rate environment may reduce margins; (6) general economic or
business conditions, either nationally or regionally, may be less favorable than
expected, resulting in, among other things, a deterioration in credit quality,
or a reduced demand for credit; (7) legislative or regulatory changes, including
changes in accounting standards, may adversely affect the businesses in which
BB&T and One Valley Bancorp, Inc. are engaged; (8) adverse changes may occur in
the securities markets; and (9) competitors of BB&T and One Valley Bancorp, Inc.
may have greater financial resources and develop products that enable such
competitors to compete more successfully than BB&T and One Valley Bancorp, Inc.
BB&T believes these forward-looking statements are reasonable; however, undue
reliance should not be placed on such forward-looking statements, which are
based on current expectations. Such statements are not guarantees of
performance. They involve risks, uncertainties and assumptions. The future
results and shareholder values of BB&T following completion of the merger may
differ materially from those expressed in these forward-looking statements. Many
of the factors that will determine these results and values are beyond
management's ability to control or predict.
2
<PAGE>
Outline
- - Background and transaction terms
- - Financial data
- - Rationale and strategic objectives
- - Investment criteria
- - Summary
3
<PAGE>
BB&T Corporation (BBT)
- - $46.4 billion bank holding company*
- - 708 branch locations in NC, SC, VA, GA, MD, WV, KY, and
the District of Columbia*
For 3 months
ended 12/31/99**
--------------
- - ROA 1.60%
- - Cash Basis ROA 1.74%
- - ROE 21.38%
- - Cash Basis ROE 28.21%
- - Cash Basis Efficiency Ratio 50.00%
* Includes the pending acquisitions of Hardwick Holding Company and First
Banking Co. of Southeast Georgia
** Recurring earnings
4
<PAGE>
One Valley Bancorp, Inc. (OV)
- - $6.6 billion bank holding company
- - 76 banking offices in West Virginia
- - 47 banking offices in Virginia
For 3 months
ended 12/31/99
--------------
- - ROA 1.23%
- - Cash Basis ROA 1.31%
- - ROE 14.03%
- - Cash Basis ROE 14.88%
- - Cash Basis Efficiency Ratio 54.49%
5
<PAGE>
Pro Forma Company Profile
December 31,1999
- - Size: $53.0 billion in assets
$10.7 billion in market capitalization*
- - Offices NC: 339
VA: 151
GA: 104
SC: 88
WV: 83
MD: 50
KY: 10
DC: 6
--------------
Total 831
* Based on closing prices as of 2/4/00. Includes shares outstanding for
Hardwick Holding Company, First Banking Company of Southeast Georgia and One
Valley Bancorp, Inc.
6
<PAGE>
Terms of the Transaction
7
<PAGE>
Terms of the Transaction
- - Purchase price: $35.20 per share*
- - Aggregate value: $1.2 billion*
- - Consideration: Fixed exchange ratio of 1.28 BB&T shares for
each One Valley share
- - Structure: Tax-free exchange of stock equal to 100% of
purchase price
- - Accounting treatment: Transaction will be accounted for as a
pooling-of-interests
- - Stock option agreement: 19.9% customary option
- - Expected closing: Third quarter of 2000
* Based on BB&T's closing stock price of $27.50 as of 2/4/00
8
<PAGE>
Pricing
- - Purchase price $35.20
- - Premium/market 30.1%*
- - Price/12-31-99 stated book 2.11x
- - Price/LTM EPS 14.9x
- - BB&T shares issued 43.5 million**
* Based on One Valley's closing stock price of $27.0625 as of 2/4/00.
** BB&T shares issued based on One Valley shares outstanding adjusted for stock
options.
9
<PAGE>
Acquisition Comparables*
<TABLE>
Bank Acquisitions with Deal Values Between $500 Million and $11 Billion Announced After 3/31/99
<CAPTION>
Total Deal Pr/
Date Deal Assets Deal Pr/ Deal Deal Pr/ LTM
Buyer Seller Announced Value Seller Assets Pr/Bk Tg Bk EPS
($M) ($M) (%) (%) (%) (x)
<S> <S> <C> <C> <C> <C> <C> <C> <C>
Wells Fargo & Co. National Bancorp of Alaska 12/21/1999 906.6 3,060.4 29.6 203.8 206.3 14.7
Centura Banks Inc. Triangle Bancorp Inc. 8/23/1999 607.7 2,285.3 26.6 356.2 412.7 24.4
BB&T Corporation Premier Bancshares Inc. 7/28/1999 598.4 1,510.9 30.4 338.6 347.2 22.1
Citizens Financial Group Inc. UST Corp. 6/21/1999 1,412.0 5,929.8 23.8 256.0 282.7 25.6
Fifth Third Bancorp CNB Bancshares Inc. 6/16/1999 2,327.9 7,218.8 32.3 332.3 358.7 33.0
Zions Bancorporation First Security Corporation 6/6/1999 5,824.4 21,959.2 26.1 343.0 417.5 22.8
Peoples Heritage Financial
Group Banknorth Group Inc. 6/2/1999 778.2 4,338.5 17.9 235.0 305.9 22.1
AmSouth Bancorporation First American Corporation 6/1/1999 6,340.5 20,326.5 31.2 340.8 388.1 28.9
U.S. Bancorp Western Bancorp 5/19/1999 958.1 2,496.2 38.4 261.5 437.4 N/A
HSBC Holdings Plc Republic New York Corporation 5/10/1999 8,077.8 50,453.0 16.0 277.5 305.7 N/A
Firstar Corporation Mercantile Bancorporation Inc. 4/30/1999 10,669.6 35,578.8 30.0 335.9 445.9 27.4
Citizens Banking Corporation F&M Bancorporation Inc. 4/19/1999 822.2 2,429.7 32.4 331.7 347.6 23.8
Maximum 10,669.6 50,453.0 38.4 356.2 445.9 33.0
Minimum 598.4 1,510.9 16.0 203.8 206.3 14.7
- -----------------------------------------------------------------------------------------------------------------------------------
Average 3,277.0 13,132.3 27.9 301.0 354.6 24.5
- -----------------------------------------------------------------------------------------------------------------------------------
BB&T Corp. One Valley Bancorp, Inc. 1,197.3 6,583 18.2 210.5 230.8 14.9
Over / (Under) Average Comparable (9.7) (90.5) (123.8) (9.6)
- -----------------------------------------------------------------------------------------------------------------------------------
* Source for Acquisition Comparables: SNL Secruities.
10
</TABLE>
<PAGE>
Financial Data
11
<PAGE>
Financial Summary
For Quarter Ended: 12/31/99 12/31/99
BB&T* One Valley
-------- ----------
ROA 1.60% 1.23%
ROE 21.38 14.03
Net interest margin (FTE) 4.29 4.06
CB Efficiency ratio 50.00 54.49
Net charge-offs .30 .22
Reserve/NPLs 370.97 527.89
NPAs/assets .30 .18
* Recurring earnings
12
<PAGE>
Capital Strength
BB&T One Valley
(12/31/99) (12/31/99)
---------- ----------
Equity/assets 7.4% 8.5%
Leverage capital ratio 6.6% 8.2%
Total risk-based capital 13.1% 14.0%
13
<PAGE>
Rationale for Acquisition
+ Consistent with BB&T's announced strategy to pursue in-market (Carolinas/
Virginia/West Virginia/DC/Maryland/Georgia) and contiguous state acquisitions
of high quality banks and thrifts in the $250 million to $10 billion range.
+ Consistent with past acquisitions which we have successfully executed, i.e. it
fits our model.
+ Unique opportunity to acquire a truly exceptional super-community bank
that:
- Was ranked the 10th best performing bank in the country in 1999*.
- Recently completed its 13th year of record earnings per share and 18th
consecutive year of net income and dividend increase.
- Has the number one market share (17%) in West Virginia.
- Has a relationship with one in three households in the West Virginia
markets that it serves.
- Operates in markets containing 69% of West Virginia's population.
- Has effectively built a 47 branch franchise in Virginia, representing
38% of its total branch network, expanding BB&T's franchise in Virginia
to $6.6 billion in assets.
* Source: U.S. Banker, rankings for 1998
14
<PAGE>
Strategic Objectives
The key strategic objectives achieved in this acquisition:
+ Enhance franchise value with number one market share in West Virginia
and 47 branches in Virginia, representing 38% of One Valley's branch
network.
+ Improve efficiency
- 17.5% cost savings fully realized in the year 2001.
+ Supplement One Valley's strong commercial banking franchise with BB&T's
significantly stronger fee income product lines (such as Insurance,
Investment Sales, Capital Markets Activities and Cash Management Services).
+ Increase product and market penetration through the use of BB&T's world
standard sales system.
15
<PAGE>
Franchise Enhancements
- - Acquisition of a successful $6.6 billion super-community bank that has an
operating philosophy and core values very similar to those of BB&T.
- - Provides BB&T with the solid number one market share in West Virginia.
- - Establishes a $5.3 billion bank in West Virginia where one out of three
households in One Valley's West Virginia markets has a relationship with One
Valley.
- - Allows entry into ten new markets in central Virginia such as Charlottesville,
Danville, Staunton, and Lexington and an improved market share in four
additional banking markets.
- - Provides BB&T with a strong Trust presence with the addition of One Valley's
$4.0 billion in assets under administration as of December 31, 1999,
increasing BB&T's trust assets by 40%.
- - Enhances BB&T's Mortgage Loan function with a successful Mortgage Loan
Origination and Servicing operation with $2.4 billion in servicing as of
December 31, 1999.
16
<PAGE>
Efficiency Improvement
Targeted Annual Cost Savings
----------------------------
$30.5 million or approximately
17.5% of One Valley's
expense base
17
<PAGE>
After-Tax One-Time Charges
- - One-time merger-related charges $48 million
- - Bond portfolio restructuring charge $29 million
18
<PAGE>
Branch Locations
[Map of West Virginia and Virginia showing location of One Valley
Bancorp, Inc.'s Charleston, WV headquarters and branch locations inserted here]
19
<PAGE>
[Map showing location of both existing and pending BB&T branches
throughout MD, VA, WV, KY, NC, SC and GA inserted here]
20
<PAGE>
Market Characteristics
[Graphic Map of State of West Virginia inserted on left side of slide]
- - Companies invested more than $3.1 billion in capital projects in West Virginia
during 1998 and 1999 and created a record number of new jobs.
- - A business environment conducive to small business banking with 90% of
businesses in West Virginia having 20 or fewer employees.
- - A workforce that has an outstanding reputation for high productivity, low
absenteeism, and above average job loyalty, with an average 15-year tenure.
- - The Toyota Motor Corporation has committed to an investment of nearly $1
billion.
21
<PAGE>
Market Characteristics
[Graphic Map of State of Virginia inserted on left side of slide]
- - 1999 unemployment rate - 2.7% (37% below national rate)
- - 12th most populated state
- - Highest per capita income of any state in the Southeast
- - Total employment is projected to expand 19.9% (1993 - 2005)
- - High-tech economy: 2nd largest computer software and 3rd largest
advanced telecommunication industries
- - 76 major corporations with revenues of $200 million or more, including
16 Fortune 500 companies, are headquartered in Virginia
22
<PAGE>
BB&T Investment Criteria
- - EPS and Cash Basis EPS (accretive by year 2)
- - Internal rate of return (15% or better)
- - Return on equity and Cash Basis ROE (accretive by year 3)
- - Return on assets and Cash Basis ROA (accretive by year 3)
- - Book value per share (accretive by year 5)
- - Must not cause combined leverage capital ratio to go below 7%
Criteria are listed in order of importance. There are sometimes trade -offs
among criteria.
23
<PAGE>
Assumptions
- - BB&T's 2000 EPS is based on a First Call estimate of $2.21, with subsequent
years based on 12% income statement and balance sheet growth.
- - One Valley's 2000 EPS is based on a First Call estimate of $2.54, with
subsequent years based on 11% income statement and balance sheet growth,
except for the enhancements cited below.
- - $30.5 million in cost savings to be realized by 2001 (17.5% of One Valley's
expense base, 10% realized in the year 2000 and 90% realized in 2001).
- - Restructuring of One Valley's bond portfolio with one-time after-tax charge of
$29 million. Principal is reinvested with an expected improved yield of
approximately 90 basis points.
- - One Valley's core net interest margin (non-FTE) is maintained annually at
4.03% excluding the enhancements derived from restructuring the bond
portfolio.
- - One Valley's noninterest income is grown at 15% in years 1-3 and grown at 12%
thereafter.
- - One Valley's net charge-off rate for loan losses is raised to 0.25% in 2001
and held constant thereafter.
24
<PAGE>
Earnings Per Share Impact
Accretion Accretion
(Dilution) Pro Forma (Dilution)
Pro Forma Pro Forma Cash Basis Pro Forma
EPS Shares EPS Shares
--------- ---------- ---------- ---------
2000* $ 2.21 $0.00 $ 2.34 $0.00
2001 2.51 0.04 2.64 0.04
2002 2.81 0.04 2.95 0.05
2003 3.15 0.05 3.28 0.05
2004 3.52 0.05 3.66 0.06
2005 3.95 0.06 4.08 0.06
2006 4.42 0.06 4.55 0.07
2007 4.96 0.08 5.08 0.07
2008 5.55 0.09 5.66 0.08
2009 6.21 0.09 6.32 0.08
2010 6.95 0.10 7.06 0.08
Internal rate of return 18.97%
------
25
<PAGE>
ROE Impact 1
Pro Forma
Pro Forma Cash Basis
ROE (%) Change ROE (%) Change
--------- ------ ---------- ------
2000 2 21.47 (0.84) 26.55 (1.36)
2001 21.78 (0.24) 25.95 (0.52)
2002 21.25 (0.21) 24.47 (0.42)
2003 20.75 (0.20) 23.26 (0.36)
2004 20.30 (0.20) 22.25 (0.34)
2005 19.93 (0.19) 21.47 (0.30)
1 The decrease in ROE results from the build up in equity relative to assets. If
consistent with attaining and maintaining a leverage capital ratio of at least
7%, BB&T may choose to leverage the balance sheet further through the repurchase
of untainted shares in connection with business combinations to be accounted for
as purchases.
2 Recurring earnings
26
<PAGE>
ROA Impact
Pro Forma
Pro Forma Cash Basis
ROA (%) Change ROA (%) Change
--------- ------ ---------- ------
2000* 1.62 (0.02) 1.74 (0.03)
2001 1.65 0.00 1.75 0.00
2002 1.65 0.00 1.74 0.00
2003 1.65 0.00 1.74 0.00
2004 1.66 0.00 1.73 0.00
2005 1.66 0.01 1.72 0.01
* Recurring earnings
27
<PAGE>
Book Value/Capital Impact
Pro Forma
Book Value Per Share
-------------------- Pro Forma
Accretion Leverage Accretion
Stated (Dilution) Ratio (Dilution)
-------- ------------ ------- ------------
2000 $ 10.76 $ 0.27 7.11% 0.10
2001 12.38 0.30 7.51 0.11
2002 14.22 0.34 7.87 0.11
2003 16.29 0.39 8.20 0.12
2004 18.62 0.44 8.47 0.12
2005 21.22 0.50 8.72 0.13
2006 24.13 0.56 8.93 0.13
2007 27.40 0.64 9.11 0.14
2008 31.06 0.73 9.27 0.14
2009 35.15 0.82 9.41 0.15
2010 39.73 0.92 9.53 0.15
28
<PAGE>
Summary
* The acquisition of One Valley Bancorp, Inc. is a strong strategic fit:
- The number one market share position in West Virginia fulfills our
goal of being among the top five banks in terms of market share within
the states we serve.
- It helps accomplish our goal of expanding and strengthening our position
in the Virginia markets.
- It fits culturally and geographically.
- It significantly enhances
franchise value.
* Overall Investment Criteria are met:
- EPS and Cash Basis EPS accretive in all years
- IRR 18.97%
- ROA and Cash ROA accretive in year 1
- ROE and Cash ROE dilutive in all years (does not meet merger criteria)
- Book value accretive in all years
- Combined leverage ratio remains above 7%
29
<PAGE>
Appendix
- - Historical Financial Data
- - Glossary
30
<PAGE>
<TABLE>
One Valley Bancorp, Inc.
Financial Summary
<CAPTION>
1997 1998 1999
-------- ---------- --------
Earnings Summary (In thousands)
Interest Income (FTE)
<S> <C> <C> <C>
Interest on loans & leases ................ $281,120 $ 319,334 $344,060
Interest & dividends on securities ........ 101,924 107,207 108,809
Interest on temporary investments ......... 1,789 1,610 1,518
-------- ---------- --------
Total interest income (FTE) ........... 384,833 428,151 454,387
-------- ---------- --------
Interest Expense
Interest expense on deposit accounts ...... 148,026 160,877 159,229
Interest on short-term borrowings ......... 25,466 35,841 34,357
Interest on long-term debt ................ 3,418 2,577 16,544
-------- ---------- --------
Total interest expense ................ 176,910 199,295 210,130
-------- ---------- --------
Net interest income (FTE) ................. 207,923 228,856 244,257
Less taxable equivalency adjustment .. 8,073 8,132 9,034
-------- ---------- --------
Net interest income ....................... 199,850 220,724 235,223
Provision for loan losses ................. 7,531 10,063 9,120
-------- ---------- --------
Net interest income after provision ....... 192,319 210,661 226,103
-------- ---------- --------
Noninterest Income
Service charges on deposit accounts ....... 15,511 19,408 20,987
Non-deposit fees and commissions .......... 27,366 34,417 40,781
G / (L) on sale of real estate & securities 1,018 1,125 100
Other operating income .................... 4,959 5,283 6,310
-------- ---------- --------
Total noninterest income .............. 48,854 60,233 68,178
-------- ---------- --------
Noninterest Expense
Personnel ................................. 74,234 80,180 86,907
Occupancy & equipment ..................... 16,991 20,161 22,809
FDIC premiums ............................. 1,051 878 930
Other operating expenses .................. 52,043 60,725 63,402
-------- ---------- --------
Total noninterest expense ............. 144,319 161,944 174,048
-------- ---------- --------
Net income before taxes ................... 96,854 108,950 120,233
Income taxes .............................. 33,054 35,905 39,409
-------- ---------- --------
Net income before nonrecurring charges .... 63,800 73,045 80,824
-------- ---------- --------
Nonrecurring charges ...................... -- -- --
-------- ---------- --------
Net income ............................ $ 63,800 $ 73,045 $ 80,824
======== ========== ========
Basic EPS ................................. $ 2.00 $ 2.19 $ 2.39
Diluted EPS ............................... 1.95 2.15 2.37
Diluted EPS before nonrecurring charges ... 1.95 2.15 2.37
Book value ................................ $ 15.75 $ 17.14 $ 16.72
EOP shares ................................ 31,984 34,743 33,426
Basic shares .............................. 31,921 33,356 33,810
Diluted shares ............................ 32,686 33,940 34,164
31
</TABLE>
<PAGE>
<TABLE>
One Valley Bancorp, Inc.
Financial Summary
<CAPTION>
1997 1998 1999
----------- ----------- ----------
Average Balance Sheet
(In thousands)
Assets
<S> <C> <C> <C>
Loans .................................. $ 3,180,463 $ 3,690,704 $ 4,186,010
Securities ............................. 1,467,907 1,613,607 1,657,681
Other earning assets ................... 36,401 29,889 31,078
----------- ---------- ----------
Total interest-earning assets ...... 4,684,771 5,334,200 5,874,769
----------- ---------- ----------
Goodwill & other intangibles ........... 20,320 36,746 51,975
Other assets ........................... 240,415 277,221 291,264
----------- ---------- ----------
Total assets ....................... $ 4,945,505 $ 5,648,166 $ 6,218,008
=========== ========== ==========
Net interest margin .................... 4.44% 4.29% 4.16%
Liabilities & Shareholders' Equity
Interest-bearing deposits:
Money Market & NOW ..................... $ 561,331 $ 580,052 $ 649,452
Savings ................................ 746,879 1,003,638 1,123,718
CD's and other time .................... 2,128,170 2,188,967 2,227,210
---------- ---------- ----------
Total interest-bearing deposits .... 3,436,380 3,772,657 4,000,380
Short-term borrowed funds .............. 510,014 714,088 733,180
Long-term debt ......................... 52,315 42,814 306,636
---------- ---------- ----------
Total interest-bearing liabilities . 3,998,709 4,529,559 5,040,196
Demand deposits ........................ 410,203 510,910 556,188
Other liabilities ...................... 48,995 49,408 50,598
---------- ---------- ----------
Total liabilities .................. 4,457,907 5,089,877 5,646,982
---------- ---------- ----------
Common equity .......................... 487,598 558,289 571,026
---------- ---------- ----------
Total equity ....................... 487,598 558,289 571,026
---------- ---------- ----------
Total liabilities & shareholders' equity $4,945,505 $ 5,648,166 $ 6,218,008
========== ========== ==========
32
</TABLE>
<PAGE>
<TABLE>
One Valley Bancorp, Inc.
Financial Summary
<CAPTION>
1997 1998 1999
----------------------------------------
Ratio Analysis
<S> <C> <C> <C>
ROA 1.29% 1.29% 1.30%
ROCE 13.08% 13.08% 14.15%
Efficiency ratio 56.4% 56.2% 55.7%
Adj. noninterest income / Adj. revenues 18.7% 20.5% 21.8%
Average equity / Average assets 9.9% 9.9% 9.2%
Credit Quality
(In thousands)
Beginning $ 45,055 $ 45,048 $ 52,272
------------ ------------ -------------
Provision 7,531 10,063 9,120
Acquired allowance - 3,829 -
Net charge-offs (7,538) (6,668) (7,237)
------------ ------------ -------------
Ending allowance $ 45,048 $ 52,272 $ 54,156
------------ ------------ -------------
Allowance 1.36% 1.31% 1.23%
Charge-off rate 0.24% 0.18% 0.17%
Period end loans & leases $ 3,302,536 $ 3,991,121 $ 4,391,626
Period end common equity $ 503,650 $ 595,533 $ 558,729
33
</TABLE>
<PAGE>
Glossary
Return on Assets - recurring earnings for the period as a percentage of average
assets for the period.
Return on Equity - recurring earnings for the period as a percentage of average
common equity for the period.
Cash Basis Performance Results and Ratios - These calculations exclude the
effect on net income of amortization expense applicable to certain intangible
assets. The ratios also exclude the effect of the unamortized balances of these
intangibles from assets and equity.
Efficiency Ratio - calculated as recurring noninterest expense as a percentage
of the sum of recurring net interest income on a fully taxable equivalent basis
and recurring noninterest income.
Leverage Capital Ratio - Common shareholders' equity excluding unrealized
securities gains and losses and certain intangible assets as a percentage of
average assets for the most recent quarter less certain intangible assets.
Total Risk-Based Capital Ratio - The sum of shareholders' equity, a qualifying
portion of subordinated debt and a qualifying portion of the allowance for loan
and lease losses as a percentage of risk-weighted assets.
Net Charge-Off Ratio - Loan losses net of recoveries as a percentage of average
loans and leases.
Internal Rate of Return - The interest rate that equates the present value of
future returns to the investment outlay. An investment is considered acceptable
if its IRR exceeds the required return. The investment is defined as the market
value of the stock and/or other consideration to be received by the selling
shareholders.
Recurring Results or Ratios - earnings excluding charges and expenses
principally related to completing mergers and acquisitions.
Certain of the ratios discussed above may be annualized if the applicable
periods are less than a full year.
34
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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/ Sherry A. Kellett
Sherry A. Kellett
Senior Executive Vice President and Controller
(Principal Accounting Officer)
Date: February 7, 2000.
