8-KOther Events

TRUIST FINANCIAL CORP 8-K Report (Oct 5, 2001)

Filed October 5, 2001For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

This 8-K filing from TRUIST FINANCIAL CORP (TFC), filed on October 5, 2001, primarily concerns the retrospective inclusion of F&M National Corporation's financial data into BB&T's historical financial statements, following their merger completed on August 9, 2001. The merger involved an exchange of BB&T common stock for F&M common stock, resulting in the issuance of 31.1 million shares of BB&T stock. For investors, the key takeaway is that BB&T's (which is TRUIST FINANCIAL CORP in this context as the entity presenting the filing) historical financial reporting from December 31, 2000, back to 1998, has been restated to incorporate F&M's accounts using the pooling of interests method. This means prior period performance and financial position now reflect the combined entity, ensuring comparability and a more complete historical view following the acquisition.

Key Highlights

  • 1BB&T Corporation completed its merger with F&M National Corporation on August 9, 2001.
  • 2F&M shareholders received 1.09 shares of BB&T common stock per F&M share, leading to the issuance of 31.1 million BB&T shares.
  • 3The merger was accounted for using the pooling of interests method.
  • 4BB&T's consolidated financial statements for years ended December 31, 2000, 1999, and 1998, have been restated to include F&M's accounts.
  • 5Supplemental financial information required by Industry Guide 3 has also been restated to incorporate F&M's data.
  • 6The filing includes exhibits such as computations of Earnings Per Share, consents and reports of independent public accountants, and the restated audited financial statements and statistical disclosures.

Frequently Asked Questions

The main purpose of this filing is to report that TRUIST FINANCIAL CORP (BB&T) has retroactively included the financial results of F&M National Corporation into its historical financial statements for the years 2000, 1999, and 1998, following their merger. This is done to reflect the combined entity's financial position and performance as if they had always been merged, using the pooling of interests accounting method.

When a merger is accounted for using the pooling of interests method, the financial statements of the two companies are combined retroactively. This means the historical financial statements of the acquiring company (BB&T in this case) are restated to include the accounts of the acquired company (F&M) as if they had always been one entity. This provides a comparable historical basis for financial analysis.

These restated financial statements are being filed to ensure that investors have a comprehensive and accurate view of BB&T's historical financial performance and position, reflecting the significant impact of the merger with F&M National Corporation. It ensures that prior periods presented are consistent with the combined entity post-merger.

The issuance of 31.1 million shares of BB&T common stock represents the total value exchanged to acquire F&M National Corporation. This is a material transaction that impacts BB&T's equity structure and is reflected in the restated financial statements.