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, 2000
Commission file number 1-10853
BB&T Corporation 401(k) Saving 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, 2000 and 1999
Together with Report of Independent Public Accountants
Report of Independent Public Accountants
To the BB&T Corporation Retirement Plans Committee:
We have audited the accompanying statements of net assets available for plan
benefits of the BB&T Corporation 401(K) Savings Plan (the Plan) as of December
31, 2000 and 1999, and the related statements of changes in net assets available
for plan benefits for the years ended December 31, 2000 and 1999. These
financial statements and the schedule referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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, 2000 and 1999, and the changes in net assets available for plan
benefits for the years ended December 31, 2000 and 1999, in conformity with
accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is 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 supplemental schedule has been subjected to the auditing procedures
applied in the audits 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/ Arthur Andersen LLP
Charlotte, North Carolina,
June 25, 2001.
BB&T Corporation 401(k) Savings Plan
Statements of Net Assets Available for Plan Benefits
As of December 31, 2000 and 1999
2000 1999
------------ ------------
Assets:
Investments at fair value-
Common stock $735,977,113 $512,429,926
Mutual funds 114,277,475 79,427,352
One-year bank investment contracts 9,757,278 8,773,212
BB&T U.S. Treasury Money Market Fund 30,553,222 19,676,750
------------ ------------
890,565,088 620,307,240
Investments at cost - Participant loans 10,237,603 10,167,007
------------ ------------
Total investments 900,802,691 630,474,247
------------ ------------
Net assets available for plan benefits $900,802,691 $630,474,247
============ ============
The accompanying notes to financial statements
are an integral part of these statements.
BB&T Corporation 401(k) Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits
For the Years Ended December 31, 2000 and 1999
2000 1999
------------ -------------
Additions to net assets attributed to:
Investment income (loss)-
Dividends on common stock $ 16,829,994 $ 13,896,068
Net gain (loss) from investment activity 202,019,972 (233,113,876)
------------ -------------
Total investment income (loss) 218,849,966 (219,217,808)
------------ -------------
Contributions-
Employer 24,417,806 17,868,632
Employee 41,623,722 23,259,950
Merged entities (Note 3) 32,152,784 9,714,025
------------ -------------
Total contributions 98,194,312 50,842,607
------------ -------------
Total additions (deductions) 317,044,278 (168,375,201)
Deductions from net assets attributed to:
Withdrawals (45,215,119) (71,293,385)
Administrative expenses (1,500,715) (1,304,991)
------------ -------------
Net assets available for plan benefits, beginning of year 630,474,247 871,447,824
------------ -------------
Net assets available for plan benefits, end of year $900,802,691 $ 630,474,247
------------ -------------
The accompanying notes to financial statements
are an integral part of these statements.
BB&T CORPORATION 401(k) Savings Plan
Notes to Financial Statements
December 31, 2000 and 1999
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.
General
The Plan is a defined contribution plan sponsored by BB&T Corporation (the
Bank or Plan Sponsor). The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974.
The Plan covers all employees who meet 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.
The Plan offers nine 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 Large Company Value
Fund, the BB&T Balanced Fund, the BB&T Small Company Growth Fund, the BB&T
Large 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
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.
Contributions
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% of up to 6% of each participant's
compensation contributed to the Plan. Participants are fully vested in
their accounts at all times.
Participant Loans
The Plan permits a participant to borrow up to 50% of their 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.
Payment of Benefits
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, a lump sum or
any combination of the two. Retired participants may elect installment
payments to occur over a period not to exceed 15 years, the participant's
life expectancy, or the life expectancy of the participant and beneficiary.
2
2. SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with accounting principles generally
accepted in the United States.
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make certain estimates and assumptions that affect the reported amounts of
net assets available for plan benefits and changes therein and disclosure
of contingent assets and liabilities. Actual results could differ from
those estimates.
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 fair value, which do not materially
differ from contract value.
The Plan provides for investments in various investment securities, which
are exposed to various risks such as interest rate, credit and overall
market volatility risks. Due to the level of risk associated with certain
investment securities, it is reasonably possible that changes in the values
of investment securities will occur in the near term and that such changes
could materially affect the amounts reported in the statements of net
assets available for benefits.
The net gain/(loss) from investment activity includes realized and
unrealized gains and losses from investment activity as well as earnings on
investments. Unrealized gains/(losses) are calculated as the difference
between the current value of securities as of the end of the plan year and
either the current value at the end of the preceding year or the actual
cost if such investments were purchased during the current year. Realized
gains or losses on sales of investments are calculated as the difference
between sales proceeds and the current value of investments at the
beginning of the year or the actual cost if such investments were purchased
during the year. Earnings on investments include interest and dividends
received on bank investment contracts and mutual fund shares.
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.
3
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 certain 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 7).
3. MERGED PLANS:
During 2000, the Mason-Dixon Bancshares Employee Savings and Investment
Plan, the Phillips Factors Corporation 401(k) Retirement Savings Plan, the
First Liberty Financial Corp. Employee Savings and Stock Ownership Plan,
and the Kay & Company, Inc. Profit Sharing Plan were merged into the Plan.
Plan assets approximating $32.2 million were transferred into the Plan as a
result of these mergers. During 1999, the Virginia First Savings Bank
401(k) Plan, the C.M. Harris Holding Company & Affiliates 401(k) Plan, and
the Franklin National Bank 401(k) Retirement Plan were merged into the
Plan. Plan assets approximating $9.7 million were transferred into the Plan
as a result of these mergers.
4. INVESTMENTS:
At December 31, 2000 and 1999, the fair market value of individual
investments that represent 5% or more of the Plan's total net assets are as
follows:
2000 1999
------------ ------------
BB&T Corporation common stock $735,977,113 $512,429,926
BB&T Large Company Value Fund 54,147,421 41,288,537
============ ============
Included in the BB&T Corporation common stock listed above, at December 31,
2000 and 1999, respectively, are approximately 392,482 and 421,477 shares
of the Employee Stock Ownership Plan's BB&T Corporation common stock which
have been allocated to the participants' accounts. The fair market value of
these shares is $14,644,478 and $11,493,587 at December 31, 2000 and 1999,
respectively.
5. TAX STATUS:
The Internal Revenue Service (IRS) issued a determination letter on
September 6, 1996, which stated that the Plan and its underlying trust
qualify, in form, under the applicable provisions of the Internal Revenue
Code (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. 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 agreement.
4
7. PARTY-IN-INTEREST TRANSACTIONS:
The Plan received cash dividends of $16,829,994 and $13,896,068 on its
investment in BB&T Corporation common stock during 2000 and 1999,
respectively.
Included in plan assets are mutual funds sponsored by the Bank and
guaranteed income contracts issued by the Bank. Transactions in such
securities qualify as party-in-interest transactions as defined by ERISA.
The cost of administrative services rendered by the Bank's Trust Division
for the years ended December 31, 2000 and 1999, was $1,362,247 and
$1,117,264, respectively (see Note 2).
Schedule
BB&T Corporation 401(k) Savings Plan
Schedule H, Line 4i -- Schedule of Assets Held for Investment Purposes
At End of Year
(b) (e)
Identity of (c) (d) Fair
(a) Party Description of Assets Cost Value
--- ----------- ------------------------------------------------------------------------- ---- ------------
* BB&T U.S. Treasury Money Market Fund - 30,553,222 shares N/A $ 30,553,222
* BB&T Intermediate U.S. Government Bond Fund - 1,329,717 shares N/A 13,390,247
* BB&T Large Company Value Fund - 2,994,879 shares N/A 54,147,421
* BB&T Common Stock Fund - 18,197,250 shares N/A 721,332,635
* BB&T One-Year Bank Investment Contracts - 9,757,278 shares N/A 9,757,278
* BB&T Balanced Fund - 973,518 shares N/A 12,159,239
* BB&T Large Company Growth Fund - 596,641 shares N/A 7,088,101
* BB&T International Equity Fund - 476,479 shares N/A 4,850,552
* BB&T Small Company Growth Fund - 1,012,155 shares N/A 22,641,915
* Participant loans, varying maturities, rates ranging from 6.5% to 10.75% N/A 10,237,603
==== ============
* Denotes party-in-interest.
N/A Due to the Plan being fully participant directed, such values are not
applicable.