An analysis of the allowance for credit losses is presented in the following tables:

			Beginning		Charge-						Ending
	Three Months Ended June 30, 2012		Balance		Offs		Recoveries		Provision		Balance

			(Dollars in millions)
	Commercial:
		Commercial and industrial	$	526	$	(92)	$	4	$	87	$	525
		Commercial real estate - other		294		(51)		3		59		305
		Commercial real estate - residential ADC		206		(74)		23		2		157
		Other lending subsidiaries		13		(3)		―		3		13

	Retail:
		Direct retail lending		301		(56)		8		30		283
		Revolving credit		94		(20)		4		12		90
		Residential mortgage		301		(30)		1		37		309
		Sales finance		32		(7)		2		(2)		25
		Other lending subsidiaries		182		(44)		7		55		200

	Covered and other acquired			137		(12)		―		14		139

	Unallocated			95		―		―		(15)		80
	Allowance for loan and lease losses			2,181		(389)		52		282		2,126
	Reserve for unfunded lending commitments			40		―		―		(9)		31
	Allowance for credit losses		$	2,221	$	(389)	$	52	$	273	$	2,157

		Beginning		Charge-						Ending
Three Months Ended June 30, 2011		Balance		Offs		Recoveries		Provision		Balance

		(Dollars in millions)
Commercial:
	Commercial and industrial	$	535	$	(62)	$	9	$	(8)	$	474
	Commercial real estate - other		497		(81)		6		40		462
	Commercial real estate - residential ADC		421		(78)		7		32		382
	Other lending subsidiaries		18		(2)		1		(4)		13

Retail:
	Direct retail lending		245		(66)		8		46		233
	Revolving credit		105		(24)		5		17		103
	Residential mortgage		328		(129)		1		147		347
	Sales finance		43		(7)		3		3		42
	Other lending subsidiaries		175		(41)		6		31		171

Covered and other acquired			144		―		―		15		159

Unallocated			130		―		―		―		130
Allowance for loan and lease losses			2,641		(490)		46		319		2,516
Reserve for unfunded lending commitments			50		―		―		9		59
Allowance for credit losses		$	2,691	$	(490)	$	46	$	328	$	2,575

		Beginning		Charge-						Ending
Six Months Ended June 30, 2012		Balance		Offs		Recoveries		Provision		Balance

		(Dollars in millions)
Commercial:
	Commercial and industrial	$	433	$	(155)	$	8	$	239	$	525
	Commercial real estate - other		334		(124)		6		89		305
	Commercial real estate - residential ADC		286		(128)		31		(32)		157
	Other lending subsidiaries		11		(6)		1		7		13

Retail:
	Direct retail lending		232		(113)		18		146		283
	Revolving credit		112		(42)		9		11		90
	Residential mortgage		365		(72)		2		14		309
	Sales finance		38		(14)		5		(4)		25
	Other lending subsidiaries		186		(101)		13		102		200

Covered and other acquired			149		(27)		―		17		139

Unallocated			110		―		―		(30)		80
Allowance for loan and lease losses			2,256		(782)		93		559		2,126
Reserve for unfunded lending commitments			29		―		―		2		31
Allowance for credit losses		$	2,285	$	(782)	$	93	$	561	$	2,157

		Beginning		Charge-						Ending
Six Months Ended June 30, 2011		Balance		Offs		Recoveries		Provision		Balance

		(Dollars in millions)
Commercial:
	Commercial and industrial	$	621	$	(140)	$	13	$	(20)	$	474
	Commercial real estate - other		446		(149)		9		156		462
	Commercial real estate - residential ADC		469		(149)		11		51		382
	Other lending subsidiaries		21		(4)		2		(6)		13

Retail:
	Direct retail lending		246		(144)		17		114		233
	Revolving credit		109		(51)		10		35		103
	Residential mortgage		298		(183)		2		230		347
	Sales finance		47		(17)		5		7		42
	Other lending subsidiaries		177		(91)		11		74		171

Covered and other acquired			144		―		―		15		159

Unallocated			130		―		―		―		130
Allowance for loan and lease losses			2,708		(928)		80		656		2,516
Reserve for unfunded lending commitments			47		―		―		12		59
Allowance for credit losses		$	2,755	$	(928)	$	80	$	668	$	2,575

The following tables provide a breakdown of the allowance for loan and lease losses and the recorded investment in loans based on the method for determining the allowance:

				Allowance for Loan and Lease Losses
								Loans
								Acquired
				Individually		Collectively		With
				Evaluated		Evaluated		Deteriorated
				for		for		Credit
	June 30, 2012			Impairment		Impairment		Quality		Total

				(Dollars in millions)
	Commercial:
		Commercial and industrial		$	83	$	442	$	―	$	525
		Commercial real estate - other			47		258		―		305
		Commercial real estate - residential ADC			28		129		―		157
		Other lending subsidiaries			2		11		―		13

	Retail:
		Direct retail lending			28		255		―		283
		Revolving credit			25		65		―		90
		Residential mortgage			127		182		―		309
		Sales finance			3		22		―		25
		Other lending subsidiaries			27		173		―		200

	Covered and other acquired				―		52		87		139

	Unallocated				―		80		―		80
			Total	$	370	$	1,669	$	87	$	2,126

			Loans and Leases
							Loans
							Acquired
			Individually		Collectively		With
			Evaluated		Evaluated		Deteriorated
			for		for		Credit
June 30, 2012			Impairment		Impairment		Quality		Total

			(Dollars in millions)
Commercial:
	Commercial and industrial		$	691	$	36,247	$	―	$	36,938
	Commercial real estate - other			413		10,044		―		10,457
	Commercial real estate - residential ADC			272		1,318		―		1,590
	Other lending subsidiaries			8		4,143		―		4,151

Retail:
	Direct retail lending			154		15,001		―		15,155
	Revolving credit			58		2,148		―		2,206
	Residential mortgage			998		22,119		―		23,117
	Sales finance			17		7,777		―		7,794
	Other lending subsidiaries			72		5,612		―		5,684

Covered and other acquired				―		2,236		1,747		3,983
		Total	$	2,683	$	106,645	$	1,747	$	111,075

			Allowance for Loan and Lease Losses
							Loans
							Acquired
			Individually		Collectively		With
			Evaluated		Evaluated		Deteriorated
			for		for		Credit
December 31, 2011			Impairment		Impairment		Quality		Total

			(Dollars in millions)
Commercial:
	Commercial and industrial		$	77	$	356	$	―	$	433
	Commercial real estate - other			69		265		―		334
	Commercial real estate - residential ADC			50		236		―		286
	Other lending subsidiaries			1		10		―		11

Retail:
	Direct retail lending			35		197		―		232
	Revolving credit			27		85		―		112
	Residential mortgage			152		213		―		365
	Sales finance			1		37		―		38
	Other lending subsidiaries			20		166		―		186

Covered and other acquired				―		36		113		149

Unallocated				―		110		―		110
		Total	$	432	$	1,711	$	113	$	2,256

			Loans and Leases
							Loans
							Acquired
			Individually		Collectively		With
			Evaluated		Evaluated		Deteriorated
			for		for		Credit
December 31, 2011			Impairment		Impairment		Quality		Total

			(Dollars in millions)
Commercial:
	Commercial and industrial		$	656	$	35,759	$	―	$	36,415
	Commercial real estate - other			511		10,178		―		10,689
	Commercial real estate - residential ADC			420		1,641		―		2,061
	Other lending subsidiaries			5		3,621		―		3,626

Retail:
	Direct retail lending			165		14,302		―		14,467
	Revolving credit			62		2,150		―		2,212
	Residential mortgage			931		19,650		―		20,581
	Sales finance			10		7,391		―		7,401
	Other lending subsidiaries			49		5,062		―		5,111

Covered and other acquired				―		2,782		2,124		4,906
		Total	$	2,809	$	102,536	$	2,124	$	107,469

BB&T monitors the credit quality of its commercial portfolio segment using internal risk ratings. These risk ratings are based on established regulatory guidance. Loans with a Pass rating represent those not considered as a problem credit. Special mention loans are those that have a potential weakness deserving management's close attention. Substandard loans are those for which a well-defined weakness has been identified that may put full collection of contractual cash flows at risk. Substandard loans are placed in nonaccrual status when BB&T believes it is no longer probable it will collect all contractual cash flows.

BB&T assigns an internal risk rating at loan origination and reviews the relationship again on an annual basis or at any point management becomes aware of information affecting the borrower's ability to fulfill their obligations.

BB&T monitors the credit quality of its retail portfolio segment based primarily on delinquency status, which is the primary factor considered in determining whether a retail loan should be classified as nonaccrual.

The following tables illustrate the credit quality indicators associated with loans and leases held for investment. Covered and other acquired loans are excluded from this analysis because their related allowance is determined by loan pool performance due to the application of the accretion method.

								Commercial
						Commercial		Real Estate -		Other
				Commercial		Real Estate -		Residential		Lending
	June 30, 2012			& Industrial		Other		ADC		Subsidiaries

				(Dollars in millions)
	Commercial:
		Pass		$	34,200	$	8,848	$	957	$	4,110
		Special mention			262		113		32		6
		Substandard - performing			1,856		1,195		360		28
		Nonperforming			620		301		241		7
			Total	$	36,938	$	10,457	$	1,590	$	4,151

			Direct Retail		Revolving		Residential		Sales		Other Lending
			Lending		Credit		Mortgage		Finance		Subsidiaries

			(Dollars in millions)
Retail:
	Performing		$	15,022	$	2,206	$	22,854	$	7,781	$	5,615
	Nonperforming			133		―		263		13		69
		Total	$	15,155	$	2,206	$	23,117	$	7,794	$	5,684

							Commercial
					Commercial		Real Estate -		Other
			Commercial		Real Estate -		Residential		Lending
December 31, 2011			& Industrial		Other		ADC		Subsidiaries

			(Dollars in millions)
Commercial:
	Pass		$	33,497	$	8,568	$	1,085	$	3,578
	Special mention			488		234		60		5
	Substandard - performing			1,848		1,493		540		35
	Nonperforming			582		394		376		8
		Total	$	36,415	$	10,689	$	2,061	$	3,626

			Direct Retail		Revolving		Residential		Sales		Other Lending
			Lending		Credit		Mortgage		Finance		Subsidiaries

			(Dollars in millions)
Retail:
	Performing		$	14,325	$	2,212	$	20,273	$	7,394	$	5,056
	Nonperforming			142		―		308		7		55
		Total	$	14,467	$	2,212	$	20,581	$	7,401	$	5,111

The following tables represent aging analyses of BB&T's past due loans and leases held for investment. Covered loans have been excluded from this aging analysis because they are covered by FDIC loss sharing agreements, and their related allowance is determined by loan pool performance due to the application of the accretion method.

				Accruing Loans and Leases
								90 Days Or		Nonaccrual		Total Loans And
						30-89 Days		More Past		Loans And		Leases, Excluding
	June 30, 2012			Current		Past Due		Due		Leases		Covered Loans

				(Dollars in millions)
	Commercial:
		Commercial and industrial		$	36,263	$	53	$	2	$	620	$	36,938
		Commercial real estate - other			10,140		16		―		301		10,457
		Commercial real estate - residential ADC			1,340		9		―		241		1,590
		Other lending subsidiaries			4,126		14		4		7		4,151

	Retail:
		Direct retail lending			14,865		119		38		133		15,155
		Revolving credit			2,173		20		13		―		2,206
		Residential mortgage (1)			21,609		495		292		263		22,659
		Sales finance			7,721		49		11		13		7,794
		Other lending subsidiaries			5,411		204		―		69		5,684

	Other acquired				27		―		1		―		28
			Total (1)	$	103,675	$	979	$	361	$	1,647	$	106,662

				Accruing Loans and Leases
								90 Days Or		Nonaccrual		Total Loans And
						30-89 Days		More Past		Loans And		Leases, Excluding
	December 31, 2011			Current		Past Due		Due		Leases		Covered Loans

				(Dollars in millions)
	Commercial:
		Commercial and industrial		$	35,746	$	85	$	2	$	582	$	36,415
		Commercial real estate - other			10,273		22		―		394		10,689
		Commercial real estate - residential ADC			1,671		14		―		376		2,061
		Other lending subsidiaries			3,589		25		4		8		3,626

	Retail:
		Direct retail lending			14,109		161		55		142		14,467
		Revolving credit			2,173		22		17		―		2,212
		Residential mortgage (1)			19,442		524		307		308		20,581
		Sales finance			7,301		75		18		7		7,401
		Other lending subsidiaries			4,807		248		1		55		5,111

	Other acquired				37		1		1		―		39
			Total (1)	$	99,148	$	1,177	$	405	$	1,872	$	102,602


(1)	Residential mortgage loans include $84 million and $81 million in government guaranteed loans 30-89 days past due, and $214 million and $203 million in government guaranteed loans 90 days or more past due as of June 30, 2012 and December 31, 2011, respectively. Residential mortgage loans exclude $5 million and $453 million in loans guaranteed by GNMA that BB&T has the option, but not the obligation, to repurchase, which are past due 30-89 days and 90 days or more, respectively, at June 30, 2012.

The following tables set forth certain information regarding BB&T's impaired loans, excluding acquired impaired loans and loans held for sale, that were evaluated for specific reserves.

							Unpaid				Average		Interest
					Recorded		Principal		Related		Recorded		Income
	As Of / For The Six Months Ended June 30, 2012				Investment		Balance		Allowance		Investment		Recognized

					(Dollars in millions)
	With No Related Allowance Recorded:
		Commercial:
			Commercial and industrial		$	129	$	236	$	―	$	122	$	―
			Commercial real estate - other			78		122		―		67		―
			Commercial real estate - residential ADC			107		227		―		125		―

		Retail:
			Direct retail lending			18		75		―		20		―
			Residential mortgage (1)			82		138		―		101		1
			Sales finance			2		2		―		1		―
			Other lending subsidiaries			2		4		―		4		―

	With An Allowance Recorded:
		Commercial:
			Commercial and industrial			562		571		83		395		1
			Commercial real estate - other			335		357		47		240		2
			Commercial real estate - residential ADC			165		172		28		121		―
			Other lending subsidiaries			8		8		2		2		1

		Retail:
			Direct retail lending			136		145		28		130		4
			Revolving credit			58		58		25		60		1
			Residential mortgage (1)			652		672		114		616		13
			Sales finance			15		17		3		9		―
			Other lending subsidiaries			70		72		27		51		1
				Total (1)	$	2,419	$	2,876	$	357	$	2,064	$	24

							Unpaid				Average		Interest
					Recorded		Principal		Related		Recorded		Income
	As Of / For The Year Ended December 31, 2011				Investment		Balance		Allowance		Investment		Recognized
					(Dollars in millions)
					(Dollars in millions)
	With No Related Allowance Recorded:
		Commercial:
			Commercial and industrial		$	114	$	196	$	―	$	102	$	―
			Commercial real estate - other			102		163		―		94		1
			Commercial real estate - residential ADC			153		289		―		145		―

		Retail:
			Direct retail lending			19		74		―		23		1
			Residential mortgage (1)			46		85		―		55		2
			Sales finance			1		1		―		1		―
			Other lending subsidiaries			2		4		―		3		―

	With An Allowance Recorded:
		Commercial:
			Commercial and industrial			542		552		77		300		1
			Commercial real estate - other			409		433		69		278		5
			Commercial real estate - residential ADC			267		298		50		164		1
			Other lending subsidiaries			5		5		1		5		―

		Retail:
			Direct retail lending			146		153		35		128		8
			Revolving credit			62		61		27		61		3
			Residential mortgage (1)			653		674		125		562		26
			Sales finance			9		10		1		6		―
			Other lending subsidiaries			47		50		20		31		2
				Total (1)	$	2,577	$	3,048	$	405	$	1,958	$	50


(1)	Residential mortgage loans exclude $264 million and $232 million in government guaranteed loans and related allowance of $13 million and $27 million as of June 30, 2012 and December 31, 2011, respectively.

The following tables provide a summary of the primary reason loan modifications were classified as restructurings and their estimated impact on the allowance for loan and lease losses:

			Three Months Ended June 30,
			2012						2011
			Types of						Types of
			Modifications (1)				Impact To		Modifications (1)				Impact To
			Rate (2)		Structure		Allowance		Rate (2)		Structure		Allowance

			(Dollars in millions)
	Commercial:
		Commercial and industrial	$	9	$	11	$	―	$	9	$	14	$	1
		Commercial real estate - other		26		5		(1)		7		10		2
		Commercial real estate - residential ADC		22		8		(2)		4		14		4

	Retail:
		Direct retail lending		10		4		2		16		2		2
		Revolving credit		7		―		1		10		―		2
		Residential mortgage		27		37		6		22		―		3
		Sales finance		1		―		―		1		1		1
		Other lending subsidiaries		21		―		4		10		2		4

			Six Months Ended June 30,
			2012						2011
			Types of						Types of
			Modifications (1)				Impact To		Modifications (1)				Impact To
			Rate (2)		Structure		Allowance		Rate (2)		Structure		Allowance

			(Dollars in millions)
	Commercial:
		Commercial and industrial	$	14	$	39	$	―	$	21	$	27	$	2
		Commercial real estate - other		30		14		―		26		23		3
		Commercial real estate - residential ADC		22		21		(2)		16		23		7

	Retail:
		Direct retail lending		16		6		3		32		3		5
		Revolving credit		15		―		3		21		―		4
		Residential mortgage		82		46		9		54		5		8
		Sales finance		3		―		―		2		3		1
		Other lending subsidiaries		29		2		8		22		3		8


(1)	Includes modifications made to existing restructurings, as well as new modifications that are considered restructurings. Balances represent the recorded investment as of the end of the period in which the modification was made.
(2)	Includes restructurings made with a below market interest rate that also includes a modification of loan structure.

Charge-offs recorded at the modification date were $5 million and $7 million for the three months ended June 30, 2012 and June 30, 2011, respectively. The forgiveness of principal or interest for restructurings recorded during the three months ended June 30, 2012 and June 30, 2011 was immaterial.

Charge-offs recorded at the modification date were $9 million and $12 million for the six months ended June 30, 2012 and June 30, 2011, respectively. The forgiveness of principal or interest for restructurings recorded during the six months ended June 30, 2012 and June 30, 2011 was immaterial.

The following table summarizes the pre-default balance for modifications that experienced a payment default that had been classified as restructurings during the previous 12 months. BB&T defines payment default as movement of the restructuring to nonaccrual status, foreclosure or charge-off, whichever occurs first.

		Three Months Ended June 30,				Six Months Ended June 30,
		2012		2011		2012		2011

		(Dollars in millions)
Commercial:
	Commercial and industrial	$	2	$	20	$	4	$	33
	Commercial real estate - other		4		45		5		75
	Commercial real estate - residential ADC		4		21		12		62

Retail:
	Direct retail lending		2		4		4		13
	Revolving credit		3		3		6		8
	Residential mortgage		7		5		24		18
	Sales finance		―		―		―		1
	Other lending subsidiaries		1		1		3		2