Suntrust Banks 8K Other events

Suntrust Banks Inactive 8-KOther events

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

Date of Report (Date of earliest event reported) August 3, 2004

SUNTRUST BANKS, INC.
(Exact name of registrant as specified in its charter)


Georgia	001-08918	58-1575035
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


303 Peachtree Street, N.E., Atlanta, Georgia								30308
(Address of principal executive offices)								(Zip Code)

Registrant's telephone number, including area code: 404-588-7165

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE

SunTrust Banks, Inc. ("SunTrust" or the "Registrant") is filing this Current Report on Form 8-K (this "Current Report") so that certain financial and other information concerning the Registrant and National Commerce Financial Corporation ("NCF") is deemed "filed" by SunTrust pursuant to Section 13(a) and Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). SunTrust and NCF are parties to an Agreement and Plan of Merger, dated as of May 7, 2004 (the "Merger Agreement"), pursuant to which NCF will merge with and into SunTrust (the "Merger"). SunTrust can make no assurances as to when or if the Merger will occur. The completion of the merger is subject to certain closing conditions, including, without limitation, the receipt of required regulatory approvals. The information being filed under this Item 5 is as follows:

SUNTRUST BANKS, INC.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA

Set forth below are highlights from SunTrust's consolidated financial data as of and for the years ended December 31, 1999 through 2003 and SunTrust's unaudited consolidated financial data as of and for the three months ended March 31, 2003 and 2004. The results of operations for the three months ended March 31, 2004 are not necessarily indicative of the results of operations for the full year or any other interim period. SunTrust prepared the unaudited information on the same basis as it prepared its audited consolidated financial statements. In the opinion of SunTrust, this information reflects all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of this data for those dates. This information should be read together with SunTrust's consolidated financial statements and related notes included in SunTrust's Annual Report on Form 10-K for the year ended December 31, 2003, and SunTrust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, which are incorporated by reference in this Current Report and from which this information is derived.


	Year Ended December 31										Three Months Ended March 31,
(In Millions Except Per Share and Other Data)	2003		2002		2001		2000		1999		2004		2003
Summary of Operations
Interest and dividend income	$	4,768.8	$	5,135.2	$	6,279.6	$	6,845.4	$	5,960.2	$	1,173.8	$	1,218.1
Interest expense		1,448.5		1,891.5		3,027.0		3,736.9		2,814.7		322.2		395.6
Net interest income		3,320.3		3,243.7		3,252.6		3,108.5		3,145.5		851.6		822.5
Provision for loan losses		313.6		469.8		275.2		134.0		170.4		59.4		80.8
Net interest income after provision for loan losses		3,006.7		2,773.9		2,977.4		2,974.5		2,975.1		792.2		741.7
Noninterest income⁽¹⁾		2,303.0		2,268.8		2,051.9		1,773.6		1,625.9		595.1		547.6
Noninterest expense^(2),(3)		3,400.6		3,219.4		2,999.9		2,828.5		2,905.3		889.7		818.2
Income before provision for income taxes and extraordinary gain		1,909.1		1,823.3		2,029.4		1,919.6		1,695.7		497.6		471.1
Provision for income taxes		576.8		491.5		653.9		625.5		571.7		139.1		143.3
Income before extraordinary gain		1,332.3		1,331.8		1,375.5		1,294.1		1,124.0		358.5		327.8
Extraordinary gain, net of taxes⁽⁴⁾		—		—		—		—		202.6		—		—
Net income	$	1,332.3	$	1,331.8	$	1,375.5	$	1,294.1	$	1,326.6	$	358.5	$	327.8
Per Common Share
Diluted
Income before extraordinary gain	$	4.73	$	4.66	$	4.72	$	4.30	$	3.50	$	1.26	$	1.17
Extraordinary gain		—		—		—		—		0.63		—		—
Net income		4.73		4.66		4.72		4.30		4.13		1.26		1.17
Basic
Income before extraordinary gain		4.79		4.71		4.78		4.35		3.54		1.28		1.18
Extraordinary gain		—		—		—		—		0.64		—		—
Net income		4.79		4.71		4.78		4.35		4.18		1.28		1.18
Dividends declared		1.80		1.72		1.60		1.48		1.38		0.50		0.45
Market price:
High		71.73		70.20		72.35		68.06		79.81		76.65		59.95
Low		51.44		51.48		57.29		41.63		60.44		68.04		51.73
Close		71.50		56.92		62.70		63.00		68.81		69.71		52.65


	Year Ended December 31															Three Months Ended March 31,
(In Millions Except Per Share and Other Data)	2003			2002			2001			2000			1999			2004			2003
Selected Average Balances
Total assets	$	122,325.4		$	108,516.1		$	102,884.2		$	98,397.8		$	92,820.8		$	123,853.7		$	118,276.2
Earning assets		109,257.4			96,370.8			92,034.1			88,609.0			82,255.7			111,038.2			105,249.0
Loans		76,137.9			71,270.4			70,023.0			70,044.3			62,749.4			79,904.9			73,049.8
Deposits		80,039.0			71,157.2			64,568.7			66,691.9			57,842.1			80,361.6			77,846.6
Total shareholders' equity		9,083.0			8,725.7			8,073.8			7,501.9			8,190.7			9,840.3			8,786.6
Ratios and Other Data
Return on average total assets		1.09	%		1.23	%		1.34	%		1.32	%		1.43	%		1.16	%		1.12	%
Return on average assets less realized and unrealized securities gains/losses		1.04			1.13			1.27			1.34			1.55			1.18			1.05
Return on average total shareholders' equity		14.67			15.26			17.04			17.25			16.20			14.65			15.13
Return on average realized shareholders' equity		16.48			17.16			20.16			21.38			21.94			17.44			16.64
Total average shareholders' equity to total average assets		7.43			8.04			7.85			7.62			8.82			7.95			7.43
Common dividend payout ratio		37.9			36.8			33.7			34.3			33.4			39.3			38.7
Tier 1 capital ratio		7.85			7.47			8.02			7.09			7.48			8.27			7.40
Total capital ratio		11.75			11.62			12.18			10.85			11.31			12.26			11.38
Leverage ratio		7.37			7.30			7.94			6.98			7.17			7.65			7.15
Average common shares – diluted (thousands)		281,434			286,052			291,584			300,956			321,174			283,523			281,330
Average common shares – basic (thousands)		278,295			282,495			287,702			297,834			317,079			279,523			278,631
Non-GAAP Measures⁽⁵⁾
Net income		1,332.3			1,331.8			1,375.5			1,294.1			1,326.6			358.5			327.8
Less: Securities gains (losses), net of tax		80.5			132.9			99.5			4.3			(70.9	)		3.2			27.3
Net income excluding securities gains (losses)		1,251.8			1,198.9			1,276.0			1,289.8			1,397.5			355.3			300.5
Total average assets		122,325.4			108,516.1			102,884.2			98,397.8			92,820.8			123,853.7			118,276.2
Less: Average unrealized securities gains		2,343.0			2,731.8			2,700.0			2,353.8			2,948.1			2,580.3			2,311.6
Average assets less unrealized securities gains		119,982.4			105,784.3			100,184.2			96,044.0			89,872.7			121,273.4			115,964.6
Total average equity		9,083.0			8,725.7			8,073.8			7,501.9			8,190.7			9,840.3			8,786.6
Less: Average other comprehensive income		1,486.1			1,741.1			1,745.8			1,470.3			1,822.4			1,645.7			1,463.5
Total average realized equity		7,596.9			6,984.6			6,328.0			6,031.6			6,368.3			8,194.6			7,323.1
Return on average total assets		1.09	%		1.23	%		1.34	%		1.32	%		1.43	%		1.16	%		1.12	%
Impact of excluding realized and unrealized securities gains/losses		(0.05	)		(0.10	)		(0.07	)		0.02			0.12			0.02			(0.07	)
Return on average assets less realized and unrealized securities gains/losses		1.04	%		1.13	%		1.27	%		1.34	%		1.55	%		1.18	%		1.05	%
Return on average total shareholders' equity		14.67	%		15.26	%		17.04	%		17.25	%		16.20	%		14.65	%		15.13	%
Impact of excluding realized and unrealized securities gains/losses		1.81			1.90			3.12			4.13			5.74			2.79			1.51
Return on average realized shareholders' equity		16.48	%		17.16	%		20.16	%		21.38	%		21.94	%		17.44	%		16.64	%


(1)	Includes an additional $52.9 million security gain in 2001 on the sale of STAR Systems, Inc.


(2)	Includes merger-related expenses of $16.0 million in 2002 related to the acquisition of the Florida franchise of Huntington Bancshares, Inc. and $42.4 million in 2000 and $45.6 million in 1999, each related to the acquisition of Crestar Financial Corporation.


(3)	Includes expenses of $32.0 million from the proposal to acquire the former Wachovia Corporation in 2001.


(4)	Represents the gain on sale of SunTrust's consumer credit card portfolio in 1999, net of $124.6 million in taxes.

(5)

In this Current Report, SunTrust presents a return on average assets less net unrealized gains on securities and a return on average realized equity. The foregoing numbers reflect primarily adjustments to remove the effects of SunTrust's securities portfolio, which includes the ownership by SunTrust of 48.3 million shares of common stock of The Coca-Cola Company. SunTrust uses this information internally to gauge its actual performance in the industry. SunTrust believes that the return on average assets less the net unrealized gains on the securities portfolio is more indicative of SunTrust's return on assets because it more accurately reflects the return on the assets that are related to SunTrust's core businesses, which are primarily customer relationship and customer transaction driven. SunTrust also believes that the return on average realized equity is more indicative of SunTrust's return on equity because the excluded equity relates primarily to a long-term holding of a specific security.

NATIONAL COMMERCE FINANCIAL CORPORATION

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA

Set forth below are highlights from NCF's consolidated financial data as of and for the years ended December 31, 1999 through 2003 and NCF's unaudited consolidated financial data as of and for the three months ended March 31, 2003 and 2004. The results of operations for the three months ended March 31, 2004 are not necessarily indicative of the results of operations for the full year or any other interim period. The unaudited information was prepared on the same basis as NCF's audited consolidated financial statements. In the opinion of NCF, this information reflects all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of this data for those dates. This information should be read together with NCF's consolidated financial statements and related notes included in NCF's Annual Report on Form 10-K for the year ended December 31, 2003, and NCF's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, which are incorporated by reference in this Current Report and from which this information is derived.


	Year Ended December 31											Three Months Ended March 31,
(In Millions Except Per Share and Other Data)	2003		2002		2001		2000⁽¹⁾		1999⁽¹⁾			2004		2003
Summary of Operations
Interest income	$	1,054.1	$	1,130.5	$	1,222.9	$	938.0	$	456.0		$	260.5	$	263.4
Interest expense		314.6		396.9		571.8		517.2		229.3			69.5		85.9
Net interest income		739.5		733.6		651.1		420.8		226.6			191.1		177.5
Provision for loan losses		48.4		32.3		29.2		16.5		16.9			12.1		7.7
Net interest income after provision		691.1		701.3		621.9		404.3		209.7			179.0		169.8
Other income		451.0		369.0		310.2		185.0		90.3			109.0		102.0
Net investment securities gains (losses)		3.7		11.5		6.6		4.5		(3.1	)		10.9		2.5
Other expenses		724.4		607.8		580.0		513.9		157.1			163.7		180.1
Income before taxes		421.4		474.0		358.7		79.9		139.8			135.2		94.2
Income taxes		134.6		150.4		133.4		34.6		47.2			45.0		30.2
Net income from continuing operations		286.8		323.6		225.3		45.3		92.6			90.2		64.0
Discontinued operations-merchant processing, net of tax		24.9		—		—		—		—			—		—
Net income	$	311.7	$	323.6	$	225.3	$	45.3	$	92.6		$	90.2	$	64.0
Per Common Share
Diluted
Income from continuing operations	$	1.39	$	1.55	$	1.09	$	0.28	$	0.87		$	0.44	$	0.31
Net income		1.51		1.55		1.09		0.28		0.87			0.44		0.31
Basic
Income from continuing operations		1.40		1.57		1.10		0.29		0.88			0.44		0.31
Net income		1.52		1.57		1.10		0.29		0.88			0.44		0.31
Dividends declared		0.74		0.64		0.56		0.48		0.38			0.20		0.17
Market price
High		28.25		29.05		27.44		25.19		26.44			29.25		24.88
Low		19.33		20.99		21.56		15.25		17.56			26.01		22.70
Close		27.28		23.85		25.30		24.75		22.69			28.61		23.70
Selected Average Balances
Total assets	$	22,265.2	$	20,355.2	$	17,907.0	$	12,402.0	$	6,358.8		$	23,144.1	$	21,292.4
Earning assets		19,618.6		17,771.3		15,636.6		11,033.3		5,905.4			20,570.6		18,644.0
Loans		12,923.6		12,464.3		11,332.2		7,427.3		3,489.6			13,451.6		12,789.0
Deposits		15,082.9		13,906.7		11,950.7		8,158.3		4,120.7			15,535.8		14,531.0
Shareholders' equity		2,719.8		2,569.1		2,418.1		1,522.2		542.3			2,783.0		2,695.8


	Year Ended December 31															Three Months Ended March 31,
(In Millions Except Per Share and Other Data)	2003			2002			2001			2000⁽¹⁾			1999⁽¹⁾			2004			2003
Ratios
Return on average total assets		1.40	%		1.59	%		1.26	%		.37	%		1.46	%		1.57	%		1.22	%
Return on average total shareholders' equity		11.46			12.60			9.32			2.98			17.08			13.04			9.64
Average total shareholders' equity to average total assets		12.22			12.62			13.50			12.27			8.53			12.02			12.66
Dividend payout ratio		48.68			40.76			50.91			165.52			42.61			45.45			54.84
Tier 1 capital ratio		11.03			10.87			11.04			9.52			12.15			10.86			10.50
Total capital ratio		12.10			12.00			12.25			10.79			13.40			11.92			11.57
Leverage ratio		8.17			7.91			8.65			7.15			8.61			8.13			8.01
Average shares – diluted (thousands)		206,368			208,144			207,484			159,254			106,807			207,083			206,756
Average shares – basic (thousands)		204,864			205,933			204,972			157,387			104,947			204,979			205,271


(1)	On July 5, 2000, NCF acquired CCB Financial Corporation in an acquisition accounted for as a purchase. Average balances and earnings from net assets acquired are not included for the full year 1999 and approximately half of the year 2000.

SELECTED CONSOLIDATED UNAUDITED PRO FORMA FINANCIAL DATA

The following table shows information about SunTrust's financial condition and results of operations, including per share data and financial ratios, after giving effect to the Merger (collectively, "pro forma financial information"). The table sets forth the information as if the Merger had become effective on March 31, 2004 (using currently available fair value information), with respect to financial condition data, and January 1, 2003, with respect to results of operations data. This pro forma financial information assumes that the Merger is accounted for using the purchase method of accounting and represents a current estimate based on available information of the combined company's results of operations. The pro forma financial information includes adjustments to record the assets and liabilities of NCF at their estimated fair values and is subject to further adjustment as additional information becomes available and as additional analyses are performed. The pro forma financial statements do not currently include any amount related to the estimated $50.9 million after-tax ($82.1 million pre-tax) Merger related costs that will be incurred to combine the operations of SunTrust and NCF. The estimated Merger related costs will result from actions taken with respect to both SunTrust and NCF operations, facilities and associates. The charges will be recorded based on the nature and timing of these integration actions. This table should be read together with, and is qualified in its entirety by, the historical financial statements, including the notes thereto, of SunTrust and NCF incorporated by reference in this Current Report and the more detailed pro forma financial information, including the notes thereto, appearing elsewhere in this Current Report.

The pro forma financial information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the impact of possible revenue enhancements, expense efficiencies, asset dispositions and share repurchases, among other factors that may result as a consequence of the Merger and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had the companies been combined during these periods.


(In millions except per share information)	Twelve Months Ended December 31, 2003		Three Months Ended March 31, 2004
Income Statement
Net interest income	$	3,975.4	$	1,026.4
Provision for loan losses		362.0		71.5
Net interest income after provision for loan losses		3,613.4		954.9
Noninterest income		2,757.7		715.0
Noninterest expense		4,145.6		1,058.6
Income from continuing operations before provision for income taxes		2,225.5		611.3
Provision for income taxes		671.5		175.9
Income from continuing operations		1,554.0		435.4
Average common shares – diluted (in thousands)		358,058		360,413
Average common shares – basic (in thousands)		354,361		355,632
Performance ratios⁽¹⁾
Return on average total assets		n/m		1.16	%
Return on average assets less realized and unrealized securities gains/losses⁽²⁾		n/m		1.15
Return on average total shareholders' equity		n/m		11.77
Return on average realized shareholders' equity⁽²⁾		n/m		12.92
Total average shareholders' equity to total average assets		n/m		9.83
Per common share data⁽¹⁾
Diluted earnings from continuing operations	$	4.34	$	1.21
Basic earnings from continuing operations		4.39		1.22
Cash dividends paid		1.80		0.50
Book value		n/m		42.35


(In millions except per share information)	Twelve Months Ended December 31, 2003		Three Months Ended March 31, 2004
Average balance sheet⁽¹⁾
Total assets		n/m		151,374.5
Earning assets		n/m		131,666.0
Loans		n/m		93,249.6
Deposits		n/m		96,735.6
Total shareholders' equity		n/m		14,881.1
Capital Ratios
Risk-based capital:
Tier 1		n/m		6.91	%
Total		n/m		10.52
Leverage		n/m		6.21


(1)	Average balance sheet amounts and capital and other ratios as of December 31, 2003 are not meaningful (n/m) as purchase accounting adjustments were calculated as of March 31, 2004.


(2)	The following reconciles the pro forma components used in the calculation of pro forma return on average assets less net unrealized gains on securities and pro forma return on average realized shareholders' equity for the three months ended March 31, 2004:



Income from continuing operations	$	435.4
Less: Securities gains (losses), net of tax		10.3
Income from continuing operations excluding securities gains (losses)	$	425.1
Total average assets	$	151,374.5
Less: Average unrealized securities gains		2,580.3
Average assets less unrealized securities gains	$	148,794.2
Total average equity	$	14,881.1
Less: Average other comprehensive income		1,645.7
Total average realized equity	$	13,235.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information and explanatory notes present how the combined financial statements of SunTrust and NCF may have appeared had the businesses actually been combined as of March 31, 2004 (with respect to the balance sheet information using currently available fair value information) or as of January 1, 2003 (with respect to income statement information). The unaudited pro forma condensed combined financial information shows the impact of the Merger on the companies' respective historical financial positions and results of operations under the purchase method of accounting with the Registrant treated as the acquirer. Under this method of accounting, the assets and liabilities of NCF will be recorded by the Registrant at their estimated fair values as of the date the Merger is completed. The unaudited pro forma condensed combined financial information combines the historical financial information of SunTrust and NCF as of and for the three months ended March 31, 2004 and for the year ended December 31, 2003. The unaudited pro forma condensed combined balance sheet as of March 31, 2004 assumes the merger was completed on that date. The unaudited pro forma condensed combined statements of income give effect to the Merger as if the Merger had been completed on January 1, 2003.

The Merger Agreement was announced on May 9, 2004 and provides for SunTrust to issue approximately 75.4 million shares of common stock and $1.8 billion in cash consideration to NCF common shareholders. The unaudited pro forma condensed combined financial information has been derived from and should be read together with the historical consolidated financial statements and the related notes of SunTrust, which are incorporated in this Current Report by reference.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined companies had the companies actually been combined and had the impact of possible revenue enhancements, expense efficiencies, asset dispositions and share repurchases, among other factors, been considered. In addition, as explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial information, the allocation of the purchase price reflected in the pro forma condensed combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded upon completion of the Merger.

SunTrust/NCF
Pro Forma Condensed Combined Balance Sheet
(Unaudited)

The following preliminary unaudited pro forma condensed combined balance sheet combines the historical balance sheets of SunTrust and NCF assuming the Merger had been completed on March 31, 2004 on a purchase accounting basis.


	March 31, 2004
(In thousands)	SunTrust			NCF			Pro Forma Adjustments⁽¹⁾				SunTrust NCF Combined
Assets
Cash and due from banks	$	3,364,176		$	458,494		$	(190,250	)	(A)	$	3,632,420
Interest-bearing deposits in other banks		16,398			4,552							20,950
Funds sold and securities purchased under agreements to resell		1,314,231			164,818							1,479,049
Trading assets		2,139,399			257,338							2,396,737
Securities available for sale		26,122,547			4,858,421			1,310,702		(B)		32,291,670
Securities held to maturity		—			1,358,756			(1,358,756	)	(B)		—
Loans held for sale		5,852,118			277,778							6,129,896

Loans		79,212,829			13,418,567			105,232		(C)		92,736,628
Allowance for loan losses		(942,523	)		(173,384	)						(1,115,907	)
Net loans		78,270,306			13,245,183			105,232				91,620,721

Premises and equipment		1,621,241			261,699			(30,600	)	(D)		1,852,340
Goodwill		1,079,640			1,090,117			(1,090,117	)	(E)		6,370,642
								5,210,400		(E)
								80,602		(A)
Other intangible assets		628,223			158,800			(158,800	)	(F)		1,172,923
								445,400		(F)
								99,300		(A)
Other assets		4,836,222			902,566			(57,300	)	(G)		5,692,409
								10,921		(A)
Total assets	$	125,244,501		$	23,038,522		$	4,376,734			$	152,659,757

Liabilities and Shareholders' Equity
Noninterest-bearing consumer and commercial deposits	$	20,136,810		$	2,705,354		$	—			$	22,842,164
Interest-bearing consumer and commercial deposits		52,312,167			10,763,941			38,202		(H)		63,114,310
Total consumer and commercial deposits		72,448,977			13,469,295			38,202				85,956,474
Brokered and foreign deposits		8,420,617			2,321,673			800,000		(I)		11,542,290
Total deposits		80,869,594			15,790,968			838,202				97,498,764

Other short-term borrowings		11,346,029			1,671,568							13,017,597
Long-term debt		16,809,810			2,155,866			76,943		(J)		20,042,619
								1,000,000		(K)
Other liabilities		6,128,616			621,181			89,380		(L)		6,953,573
								113,823		(L)
								573		(A)
Total liabilities		115,154,049			20,239,583			2,118,921				137,512,553

Preferred stock		—			—							—
Common stock		294,163			407,822			(407,822	)	(M)		369,524
								75,361		(M)
Additional paid in capital		1,293,732			1,700,765			(1,700,765	)	(M)		6,275,123
								4,981,391		(M)
Retained earnings		7,366,636			676,622			(676,622	)	(M)		7,366,636
Treasury stock, at cost, and other		(645,739	)		—			—				(645,739	)
Accumulated other comprehensive income		1,781,660			13,730			(13,730	)	(M)		1,781,660
Total shareholders' equity		10,090,452			2,798,939			2,257,813				15,147,204
Total liabilities and shareholders' equity	$	125,244,501		$	23,038,522		$	4,376,734			$	152,659,757


(1)	See notes to Unaudited Pro Forma Condensed Combined Financial Information.

SunTrust/NCF
Pro Forma Condensed Combined Income Statement
(Unaudited)

The following preliminary unaudited pro forma condensed combined income statement combines the historical income statements of SunTrust and NCF assuming the Merger had been completed on January 1, 2003 on a purchase accounting basis.


	Three months ended March 31, 2004
(In thousands except per share data)	SunTrust		NCF		Pro Forma Adjustments⁽¹⁾				SunTrust NCF Combined
Interest Income
Interest and fees on loans and loans held for sale	$	948,129	$	182,982	$	(6,106	)	(C)	$	1,125,005
Interest and dividends on investment securities		217,051		74,838		1,790		(B)		293,679
Other interest income		8,684		2,707						11,391
Total interest income		1,173,864		260,527		(4,316	)			1,430,075
Interest Expense
Interest on deposits		160,662		47,759		(2,731	)	(H)		212,490
						6,800		(I)
Interest on other short-term borrowings		30,799		4,565						35,364
Interest on long-term debt		130,755		17,132		(3,012	)	(J)		155,875
						11,000		(K)
Total interest expense		322,216		69,456		12,057				403,729
Net Interest Income		851,648		191,071		(16,373	)			1,026,346
Provision for loan losses		59,388		12,088						71,476
Net interest income after provision for loan losses		792,260		178,983		(16,373	)			954,870
Noninterest Income
Fees and other charges		92,747		8,437						101,184
Service charges on deposit accounts		163,218		41,026						204,244
Trust and investment management income		136,218		16,498						152,716
Other noninterest income		197,976		43,059						241,035
Securities gains		4,927		10,918						15,845
Total noninterest income		595,086		119,938		—				715,024
Noninterest Expense
Employee compensation and benefits		506,796		79,121						585,917
Net occupancy expense		61,859		13,407						75,266
Equipment expense		45,085		7,233						52,318
Amortization of intangibles		15,640		13,639		(13,639	)	(N)		34,441
						17,028		(F)
						1,773		(A)
Other noninterest expense		260,368		50,326						310,694
Total noninterest expense		889,748		163,726		5,162				1,058,636
Income from continuing operations before provision for income taxes		497,598		135,195		(21,535	)			611,258
Provision for income taxes		139,121		44,951		(8,183	)	(O)		175,889
Income from Continuing Operations	$	358,477	$	90,244	$	(13,352	)		$	435,369

Per Common Share Information
Diluted earnings per share – continuing operations	$	1.26	$	0.44					$	1.21
Basic earnings per share – continuing operations		1.28		0.44						1.22
Cash dividends paid		0.50		0.20						0.50
Average common shares – diluted (in thousands)		283,523		207,083		(130,193	)	(P)		360,413
Average common shares – basic (in thousands)		279,523		204,979		(128,870	)	(P)		355,632


(1)	See notes to Unaudited Pro Forma Condensed Combined Financial Information.

SunTrust/NCF
Pro Forma Condensed Combined Income Statement
(Unaudited)

The following preliminary unaudited pro forma condensed combined income statement combines the historical income statements of SunTrust and NCF assuming the companies had been combined on January 1, 2003 on a purchase accounting basis.


	Twelve months ended December 31, 2003
(In thousands except per share data)	SunTrust		NCF		Pro Forma Adjustments⁽¹⁾				SunTrust NCF Combined
Interest Income
Interest and fees on loans and loans held for sale	$	4,041,952	$	760,855	$	(48,752	)	(C)	$	4,754,055
Interest and dividends on investment securities		694,142		288,471		6,661		(B)		989,274
Other interest income		32,748		4,810						37,558
Total interest income		4,768,842		1,054,136		(42,091	)			5,780,887
Interest Expense
Interest on deposits		771,631		210,687		(16,273	)	(H)		993,245
						27,200		(I)
Interest on other short-term borrowings		139,685		18,217						157,902
Interest on long-term debt		537,223		85,722		(12,598	)	(J)		654,347
						44,000		(K)
Total interest expense		1,448,539		314,626		42,329				1,805,494
Net Interest Income		3,320,303		739,510		(84,420	)			3,975,373
Provision for loan losses		313,550		48,414						361,964
Net interest income after provision for loan losses		3,006,753		691,096		(84,420	)			3,613,429
Noninterest Income
Fees and other charges		800,129		36,930						837,059
Service charges on deposit accounts		643,103		168,256						811,359
Trust and investment management income		502,409		56,800						559,209
Other noninterest income		233,484		188,986						422,470
Securities gains		123,876		3,750						127,626
Total noninterest income		2,303,001		454,722		—				2,757,723
Noninterest Expense
Employee compensation and benefits		1,944,563		310,066						2,254,629
Net occupancy expense		237,266		54,338						291,604
Equipment expense		178,443		30,305						208,748
Amortization of intangibles		64,515		61,356		(61,356	)	(N)		146,453
						74,845		(F)
						7,093		(A)
Other noninterest expense		975,829		268,374						1,244,203
Total noninterest expense		3,400,616		724,439		20,582				4,145,637
Income from continuing operations before provision for income taxes		1,909,138		421,379		(105,002	)			2,225,515
Provision for income taxes		576,841		134,614		(39,901	)	(O)		671,554
Income from Continuing Operations	$	1,332,297	$	286,765	$	(65,101	)		$	1,553,961

Per Common Share Information
Diluted earnings per share – continuing operations	$	4.73	$	1.39					$	4.34
Basic earnings per share – continuing operations		4.79		1.40						4.39
Cash dividends paid		1.80		0.74						1.80
Average common shares – diluted (in thousands)		281,434		206,368		(129,744	)	(P)		358,058
Average common shares – basic (in thousands)		278,295		204,864		(128,798	)	(P)		354,361


	(1) See notes to Unaudited Pro Forma Condensed Combined Financial Information.

Note 1 — Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information related to the merger is included for the year ended December 31, 2003 and as of and for the three months ended March 31, 2004. The pro forma adjustments included herein reflect the issuance of approximately 75.4 million shares of SunTrust common stock and $1.8 billion in cash consideration to NCF common shareholders. The estimated purchase price of $6.9 billion, which includes the value of outstanding stock options, is based on a per share price for SunTrust common stock of $65.24, which was the average of the closing prices of SunTrust common stock for the period commencing two trading days before, and ending two trading days after, May 9, 2004, the date of the Merger announcement. The actual number of shares of SunTrust common stock issued may differ depending on the average of the closing stock prices for SunTrust common stock during the five trading days immediately before the merger and the number of NCF stock options exercised prior to completion of the Merger. The total purchase price may differ depending on the closing price of SunTrust common stock on the day before the completion of the Merger.

The Merger will be accounted for using the purchase method of accounting; accordingly, SunTrust's cost to acquire NCF will be allocated to the assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of NCF at their respective fair values on the date the Merger is completed.

The unaudited pro forma condensed combined financial information includes estimated adjustments to record the assets and liabilities of NCF at their respective fair values and represents SunTrust's estimates based on available information. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analyses are performed. Some revisions could be significant, especially fair value adjustments based on interest rate assumptions. The final allocation of the purchase price will be determined after the Merger is completed and after completion of a final analysis to determine the fair values of NCF's tangible, and identifiable intangible, assets and liabilities as of the completion date. Accordingly, the final purchase accounting adjustments and integration charges may be materially different from the pro forma adjustments presented in this document. Increases or decreases in the fair value of the net assets, commitments, executory contracts and other items of NCF as compared to the information shown in this Current Report may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact the statement of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities.

The pro forma financial statements do not currently include any amount related to the estimated $50.9 million after-tax ($82.1 million pre-tax) Merger related charges that will be incurred to combine the operations of SunTrust and NCF. The estimated Merger related charges will result from action taken with respect to both SunTrust and NCF operations, facilities and associates. The charges will be recorded based on the nature and timing of these integration actions. These charges are also subject to change as additional information becomes known. See Note 3 below for a further discussion of these charges.

Certain amounts in the historical consolidated financial statements of NCF have been reclassified to conform with SunTrust's historical financial information presentation. Discontinued operations separately reported in NCF's historical consolidated statements of income have been excluded. The unaudited pro forma condensed combined financial information presented in this Current Report does not necessarily indicate the results of operations or the combined financial position that would have resulted had the Merger been completed at the beginning of the applicable period presented, nor is it indicative of the results of operations in future periods or the future financial position of the combined company.

Note 2 — Pro Forma Adjustments

The unaudited pro forma condensed combined financial information for the merger includes the pro forma balance sheet as of March 31, 2004 assuming the Merger was completed on March 31, 2004 (using currently available fair value information). The pro forma income statements for the three months ended March 31, 2004 and the year ended December 31, 2003 were prepared assuming the merger was completed on January 1, 2003.

The unaudited pro forma condensed combined financial information reflects the issuance of approximately 75.4 million shares of SunTrust common stock with an aggregate value of approximately $4.9

billion. The actual number of shares of SunTrust common stock issued may differ depending on the average of the closing stock prices for SunTrust common stock during the five trading days immediately before the Merger and the number of NCF stock options exercised prior to completion of the Merger. The total purchase price may differ depending on the closing price of SunTrust common stock on the day before the completion of the Merger. Also reflected in the pro forma condensed combined financial information is a $1.8 billion cash payment to NCF common shareholders. The pro forma financial statements do not include the effects (which are not known at this time) of the change in control provisions of NCF's 49% ownership of First Market Bank, FSB. The pro forma balance sheet includes this investment at book value.

The allocation of the purchase price follows:

SunTrust/NCF Purchase Accounting Adjustments


	March 31, 2004
(Dollars and shares in thousands)
Purchase Price
Total SunTrust common stock to be issued					75,361
Purchase price per SunTrust common share				$	65.24
Value of SunTrust stock issued							$	4,916,552
Investment banking fees								44,380	(L)
Estimated fair value of employee stock options								140,200	(M)
Cash paid								1,800,000
Total Purchase Price							$	6,901,132
Net Assets Acquired
NCF's shareholder's equity at March 31, 2004				$	2,798,939
Less: Elimination of NCF goodwill					(1,090,117	)(E)
Less: Elimination of NCF core deposit intangibles					(158,800	)(F)
Estimated adjustments to reflect assets acquired at fair value:
Securities		(48,054)	(B)
Loans		105,232	(C)
Premises & equipment		(30,600)	(D)
Other assets		(57,300)	(G)
Estimated amounts allocated to liabilities assumed at fair value:
Deposits		(38,202)	(H)
Long-term debt		(76,943)	(J)
Personnel related liabilities		(30,000)	(L)
Other obligations		(15,000)	(L)
Estimated adjustments to reflect assets and liabilities at fair value					(190,867	)
Identified intangibles					445,400	(F)
Deferred taxes					(113,823)	(L)
Total Adjustments								1,690,732
Goodwill resulting from Merger							$	5,210,400

The pro forma adjustments included in the unaudited pro forma condensed combined financial information are as follows:


(A)	Adjustments to reflect the acquisition of Seix Investment Advisors, which was completed on May 29, 2004, will be finalized prior to the closing date of the Merger. These adjustments include the recognition of goodwill and identifiable intangibles, as well as the purchase of other assets and

assumption of other liabilities. SunTrust estimates the identifiable intangibles will be amortized over an average period of approximately fourteen years, on a straight-line basis. The value of these intangibles represents the estimated future economic benefit resulting from the acquired customer balances and relationships. This value and related amortization period were estimated based on a preliminary third party valuation of these customer relationships.

(B)

Adjustment to reclassify held to maturity securities to securities available for sale to reflect the change in SunTrust's intent as it relates to those investments. Also included is an approximate $(48.1) million adjustment to fair-value the securities portfolio. This adjustment will be recognized over the estimated remaining life of the securities portfolio using the effective yield method. The fair value adjustments reflected herein are based on current assumptions and valuations. The final adjustment may be significantly different. The impact of this adjustment was to increase interest income by approximately $1.8 million and $6.7 million for the three months ended March 31, 2004 and the twelve months ended December 31, 2003, respectively.

(C)

Adjustment to fair-value the loan portfolio. The adjustment will be recognized over the estimated remaining life of the loan portfolio using the effective yield method. The adjustments reflected herein are based on current assumptions and valuations. The final adjustment may be significantly different. The impact of the adjustment was to decrease interest income by approximately $6.1 million and $48.8 million for the three months ended March 31, 2004 and the twelve months ended December 31, 2003, respectively.


(D)	Adjustment to fair-value premises and equipment.


(E)	Adjustment to eliminate historical NCF goodwill and record goodwill created as a result of the Merger.

(F)

Adjustment to eliminate historical NCF intangible assets (other than goodwill) and to record intangible assets (other than goodwill) resulting from the Merger based on estimated fair values. The nature, amount and amortization method of various possible identified intangibles are being studied by SunTrust. The adjustments reflected herein are based on current assumptions and valuations, which are subject to change. For purposes of the pro forma adjustments shown here, SunTrust has estimated $445.4 million of intangibles that consists of a core deposit intangible of approximately $370.4 million and other identifiable intangibles of approximately $75.0 million. SunTrust estimates these intangibles will be amortized over a period not to exceed ten years, on an accelerated basis for the core deposit intangible and a straight-line basis for the other intangibles. The value of the intangibles represents the estimated future economic benefit resulting from the acquired customer balances and relationships. This value was estimated considering valuations derived from similar transactions. The final value will be determined based on an independent analysis of cash flows from the current balances of accounts, expected growth or attrition in balances, and the estimated life of the relationship. Material changes are possible when this analysis is completed. The impact of these adjustments is to increase noninterest expenses by $17.0 million and $74.8 million for the three months ended March 31, 2004 and the twelve months ended December 31, 2003, respectively.


(G)	Adjustments to fair-value other assets including computer software, deferred costs and other miscellaneous items.

(H)

Adjustment to fair-value fixed-rate deposit liabilities based on current interest rates for similar instruments. The adjustment will be recognized over the estimated remaining term of the related deposit liability using the effective yield method. The adjustments reflected herein are based on current assumptions and valuations. The final adjustment may be significantly different. The impact of the adjustment was to decrease interest expense by approximately $2.7 million and $16.3 million for the three months ended March 31, 2004 and the twelve months ended December 31, 2003, respectively.

(I)

Adjustment to reflect issuance of $800.0 million, and a weighted average maturity of 2.5 years, in brokered certificates of deposit with an interest rate estimated to be 3.40% per annum to finance a portion of the estimated cash payment to NCF shareholders. The impact of the adjustment was to increase interest expense by approximately $6.8 million and $27.2 million for the three months ended March 31, 2004 and the twelve months ended December 31, 2003, respectively.

(J)

Adjustment to fair-value outstanding long-term debt instruments. The adjustment will be recognized over the estimated remaining life of the long-term debt instruments using the effective yield method. The adjustments reflected herein are based on current assumptions and valuations. The final adjustment may be significantly different. The impact of the adjustment was to decrease interest expense by approximately $3.0 million and $12.6 million for the three months ended March 31, 2004 and the twelve months ended December 31, 2003, respectively.

(K)

Adjustment to reflect issuance of $1.0 billion in debt at an interest rate estimated to be 4.40% per annum, and a weighted average maturity of 4.3 years, to finance a portion of the estimated cash payment to NCF shareholders. The impact of the adjustment was to increase interest expense by approximately $11.0 million and $44.0 million for the three months ended March 31, 2004 and the twelve months ended December 31, 2003, respectively. The assumed interest rate was based on the rate environment at the time of the preparation of the pro forma financial statements. This rate could be significantly different from the rate incurred at the time of financing.

(L)

Adjustment to accrued expenses and other liabilities consists of $44.4 million for investment banking fees and $30.0 million to reflect the fair value of personnel related liabilities which arise due to employment and severance agreements which include change in control provisions triggered at the time of closing and due to other expected reductions in NCF personnel. The adjustment also reflects $15.0 million to repurchase the minority shares of a NCF subsidiary, due to contractual provisions requiring buyback upon a change in control. The remaining $113.8 million adjustment is for deferred tax liabilities, net of deferred tax assets, resulting from the pro forma adjustments. Deferred taxes were recorded using SunTrust's statutory rate of 38.0%.

(M)

Adjustment to eliminate NCF's historical shareholders' equity. Additionally, the adjustment reflects the issuance of SunTrust common stock and the conversion of NCF stock options outstanding at the closing of the Merger to options to purchase SunTrust common stock. In accordance with the terms of NCF's stock option agreements, outstanding stock options fully vest upon a change in control; therefore, the adjustment presented assumes that all NCF stock options will be converted to fully vested options to purchase SunTrust common stock. The adjustment assumes the issuance of 6.3 million vested options to purchase SunTrust common stock at a fair value of $22.26 per share. The number of stock options expected to be issued was based on the product of the number of outstanding NCF stock options as of March 31, 2004 and the assumed Exchange Ratio (as defined in the Merger Agreement) of 0.5035. The estimated fair value per share of $22.26, the intrinsic value, was calculated as the assumed Per Share Amount (as defined in the Merger Agreement) of $65.24 less $42.98, the estimated average exercise price of the SunTrust stock options to be issued. The estimated average exercise price of $42.98 was calculated as the average exercise price of a NCF stock option divided by the assumed Exchange Ratio of 0.5035.


(N)	Adjustment to reverse amortization of intangible assets recorded in NCF's historical financial statements.


(O)	Adjustment to record the tax effect of the pro forma adjustments using SunTrust's statutory tax rate of 38.0%.

(P)

Weighted average shares were calculated using the historical weighted average shares outstanding of SunTrust and NCF, adjusted using an exchange ratio of 0.3713, to the equivalent shares of SunTrust common stock, for the year ended December 31, 2003 and the three months ended March 31, 2004. Earnings per share data have been computed based on the combined historical income of SunTrust, income from continuing operations for NCF and the impact of purchase accounting adjustments.

Note 3 — Merger Related Charges

Merger related costs, which are not considered liabilities assumed in connection with the Merger, are estimated at $50.9 million, net of taxes. A summary of these costs, based on SunTrust's preliminary estimates, is as follows:


SunTrust/NCF Merger Related Charges
(Dollars in thousands)
Merger Related Compensation and Severance	$	27,500
Facilities and Systems		34,600
Other Merger Related Costs		20,000
Total Pre-Tax Transaction Costs		82,100
Less: Related Tax Benefits		(31,198	)
Estimated Transaction Costs, Net of Taxes	$	50,902

Merger related compensation and severance costs include employee severance, compensation arrangements and related employee benefit expenses. Facilities and system costs include costs associated with the closure of certain retail branch offices and the conversion of other offices to be consistent with SunTrust standards. Also reflected are certain technology conversion costs. Refinements to the foregoing estimates may occur subsequent to the completion of the Merger. Merger related costs incurred by NCF are being expensed as incurred. All other costs incurred by SunTrust will be capitalized or expensed as incurred based on the nature of the costs and SunTrust's accounting policies for these costs.

SunTrust's board of directors and management believe the Merger will close in the fourth quarter of 2004. SunTrust's preliminary integration plans, which are not complete as of the date hereof and are necessarily evolving, include (1) an assessment of the various integration risks (such as capacity assessment and systems conversion) and the development of risk mitigation plans, as appropriate, (2) finalization and confirmation of specified financial assumptions underlying the Merger, (3) identification of product and service gaps and the development of an action plan, (4) planning for implementation of the merger and (5) definition of the target environment. System requirements are scheduled to be completed in the third quarter of 2004, with phased system conversions beginning in November 2004. The assessment of the majority of the computer systems, personnel, premises and service contracts is scheduled to be completed in August 2004, upon which SunTrust intends to finalize the restructuring and integration plans. SunTrust can make no assurance that the Merger will be completed in the time frame discussed above, or at all, or that events and uncertainties may cause the achievement of the integration goals not to be met.

DOCUMENTS INCORPORATED BY REFERENCE

SunTrust hereby incorporates by reference into this Current Report the following materials filed by SunTrust and NCF with the Securities and Exchange Commission under the Exchange Act:

SunTrust Filings with the SEC


•	Annual Report on Form 10-K for the year ended December 31, 2003;


•	Quarterly Report on Form 10-Q for the quarter ended March 31, 2004; and


•	Current Reports on Form 8-K filed on January 12, 2004 (information filed under Item 5 only), April 8, 2004 (information filed under Item 5 only), May 10, 2004 and May 20, 2004.

NCF filings with the SEC


•	Annual Report on Form 10-K for the year ended December 31, 2003;


•	Quarterly Report on Form 10-Q for the quarter ended March 31, 2004; and


•	Current Report on Form 8-K filed on May 5, 2004 (as amended by Current Report on Form 8-K/A filed on May 19, 2004).

The information incorporated by reference into this Current Report is considered to be part of this Current Report, except for information that is superceded by information that is included directly in this Current Report or in other later filed documents with the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act.

SunTrust has supplied all information contained or incorporated by reference in this Current Report relating to SunTrust, as well as pro forma financial information, and NCF has supplied all relevant information contained or incorporated by reference in this Current Report relating to NCF.

RATIO OF EARNINGS TO FIXED CHARGES

The following table shows the ratio of earnings to fixed charges of SunTrust, which includes its subsidiaries, on a consolidated basis. The ratio of earnings to fixed charges has been computed by dividing:


•	net income plus all applicable income taxes plus fixed charges, by


•	fixed charges.

Fixed charges represent interest expense, either including or excluding interest on deposits as set forth below, and the portion of net rental expense deemed to be equivalent to interest on long-term debt. Interest expense, other than on deposits, includes interest on long-term debt, federal funds purchased and securities sold under agreements to repurchase, mortgages, commercial paper and other funds borrowed. For 1999, the ratio of earnings to fixed charges has been computed excluding extraordinary gains.


	Year Ended December 31,										Three Months Ended March 31,
	1999		2000		2001		2002		2003		2003		2004
Including interest on deposits		1.59		1.51		1.66		1.94		2.28		2.16		2.49
Excluding interest on deposits		2.38		2.45		2.62		3.24		3.66		3.53		3.89

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

The following exhibit is filed herewith:

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, thereunto duly authorized.

Date: August 3, 2004


				SUNTRUST BANKS, INC.
				By:				/s/ Raymond D. Fortin
								Raymond D. Fortin Senior Vice President and General Counsel

Exhibit No.

Description

Statement of Computation of Ratio of Earnings to Fixed Charges