Filed by SunTrust Banks, Inc.
pursuant to Rule 425
under the Securities Act of
1933, as amended and deemed
filed under Rule 14a-6
under the Securities Exchange Act
of 1934, as amended
Subject Company: National
Commerce Financial Corporation
Commission File No.: 333-116112
On September 13, 2004, SunTrust Banks, Inc. made available the following materials:
LEHMAN BROTHERS
2004 FINANCIAL SERVICES CONFERENCE
SEPTEMBER 2004
L. Phillip Humann
President, Chairman and CEO
This presentation contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the
benefits of the merger between SunTrust Banks, Inc. (“SunTrust”) and National Commerce Financial
Corporation (“NCF”), including future financial and operating results, SunTrust’s plans, objectives,
expectations and intentions and other statements that are not historical facts. Such statements are based
upon the current beliefs and expectations of SunTrust’s and NCF’s management and are subject to
significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking
statements. The following factors, among others, could cause actual results to differ from those set forth
in the forward-looking statements: the ability to obtain governmental approvals of the merger on the
proposed terms and schedule; the failure of SunTrust and NCF stockholders to approve the merger; the
risk that the businesses will not be integrated successfully; the risk that the cost savings and any revenue
synergies from the merger may not be fully realized or may take longer to realize than expected; disruption
from the merger making it more difficult to maintain relationships with clients, employees or suppliers;
increased competition and its effects on pricing, spending, third-party relationships and revenues; the risk
of new and changing regulation in the U.S. and internationally. Additional factors that could cause
SunTrust’s and NCF’s results to differ materially from those described in the forward-looking statements
can be found in the 2003 Annual Reports on Form 10-K of SunTrust and NCF, and in the Quarterly
Reports on Form 10-Q of SunTrust and NCF filed with the Securities and Exchange Commission and
available at the Securities and Exchange Commission’s internet site (http://www.sec.gov). The forward-
looking statements in this presentation speak only as of the date of the filing, and neither SunTrust nor
NCF assumes any obligation to update the forward-looking statements or to update the reasons why
actual results could differ from those contained in the forward-looking statements.
This presentation could include some non-GAAP measures to describe SunTrust’s
performance. The reconciliation of those measures to GAAP measures can be
found in SunTrust’s earnings press release, on SunTrust’s website in the press
release section of the Investor Relations pages and in the appendix of this
presentation.
1
Shareholders are urged to read the joint proxy statement/prospectus regarding the proposed
transaction, which was first mailed to shareholders of SunTrust and NCF on or about August 6,
2004, because it contains important information. Shareholders are also able to obtain a free
copy of the joint proxy statement/prospectus, as well as other filings containing information
about SunTrust and NCF, without charge, at the Securities and Exchange Commission's
internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings
with the Securities and Exchange Commission that are incorporated by reference in the joint
proxy statement/prospectus can also be obtained, without charge, by directing a request to
SunTrust Banks, Inc., 303 Peachtree St., N.E., Atlanta, Georgia 30308; Attention: Investor
Relations; or National Commerce Financial Corporation, One Commerce Square, Memphis,
Tennessee, 38159; Attention: Investor Relations.
The respective directors and executive officers of SunTrust and NCF and other persons may
be deemed to be participants in the solicitation of proxies in respect of the proposed merger.
Information regarding SunTrust’s directors and executive officers is available in the
proxy statement filed with the Securities and Exchange Commission by SunTrust on
March 2, 2004, and information regarding NCF’s directors and executive officers is
available in the proxy statement filed with the Securities and Exchange Commission by
NCF on March 17, 2004. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings or otherwise, are
contained in the joint proxy statement/prospectus and other relevant materials to be filed with
the Securities and Exchange Commission when they become available.
2
The information provided herein, including related questions and answers, may contain
estimates of future operating results for SunTrust. These estimates constitute forward-
looking statements (within the meaning of the Private Securities Litigation Reform Act of
1995) which involve significant risks and uncertainties. Any such statements are made in
reliance on the safe harbor protections provided under the Private Securities Act of 1995.
Actual results could differ materially from those contained in or implied by such statements
for a variety of reasons including, but not limited to:
Changes in interest rates,
Changes in accounting principles, policies, or guidelines,
Significant changes in the economic scenario,
Significant changes in legislation or regulatory requirements,
Changes occur in business conditions or the banking competitive
environment,
Significant changes in securities markets, and
Litigation risks
SunTrust does not undertake to update forward-looking statements to reflect circumstances
or events that occur after the date the forward-looking statements are made.
This presentation could include some non-GAAP measures to describe our Company’s
performance. The reconciliation of those measures to GAPP measures can be found in our
earnings press release, on our website in the press release section of the Investor Relations
pages and in the appendix of this presentation.
FORWARD LOOKING STATEMENT
3
TRANSLATING POTENTIAL INTO PERFORMANCE
POTENTIAL
High growth geographic
footprint
Optimal business mix
and operating model
Fortress balance sheet
Investments for the
future
PERFORMANCE
Revenue momentum
and bottom line results
Net interest income and
fee income growth
Industry-leading credit
quality
Strong LOB & sales
results
4
PERFORMANCE PERSPECTIVE
Pre 2000
2001 - 2003
2004 & beyond
Double digit EPS growth
Strong economy in the Southeast
Solid equity markets
Performance reflected recession and industry pressures
Higher credit quality costs, margin compression
Maintained investment in revenue generation capacity
Economic rebound and rising rates spark improved
performance
NCF merger enhances geographic reach, retail
capabilities
5
EPS(1)
(1)
EPS as originally reported and adjusted for stock splits. There are no adjustments for merger pooling.
$
EPS GROWTH: BACK ON TRACK
GAAP EPS
Reduction in EPS due to Merger-related charges
CAGR = 10.1%
CAGR = 3.2%
CAGR = 11.4%
Growth = 10.3%
6
CORE REVENUE GROWTH PER SHARE VS PEERS(1)
$
* Wells Fargo, AmSouth, SouthTrust, National City, Wachovia, US Bancorp, Fifth Third, Bank of America, KeyCorp, PNC, Comerica, Northern Trust, BB&T and Mellon
STI = 2% Growth(2)
Peers = 3% Growth
STI = 10% Growth(2)
Peers = 4% Growth
(1)
Core revenue per share is calculated by adding fee income per share to net interest income per share. It excludes securities gains
and losses and is fully taxable equivalent
(2)
Total Revenue Growth for SunTrust was 7% 2Q 04 over 2Q 03 and (1)% for 2Q 03 over 2Q 02
Source: SNL
7
FEE INCOME GROWTH PER SHARE VS PEERS(1)(2)
(1)
For more data on fee income, please refer to the appendix of this presentation
(2)
Fee Income excludes securities gains and losses
$
Highlights
2Q2004:
2Q2003
2Q04:1Q04
(Annualized)
Retail Investment
Trust and investment mgmt
Corp. & Investment Banking
Credit Card
13%
12%
19
36
60
76
17
(2)
* Wells Fargo, AmSouth, SouthTrust, National City, Wachovia, US Bancorp, Fifth Third, Bank of America, KeyCorp, PNC, Comerica, Northern Trust, BB&T and Mellon
STI = 5% Growth
Peers = 5% Growth
STI = 11% Growth
Peers = 9% Growth
Source: SNL
8
NET INTEREST INCOME PER SHARE VS PEERS(1)
* Wells Fargo, AmSouth, SouthTrust, National City, Wachovia, US Bancorp, Fifth Third, Bank of America, KeyCorp, PNC, Comerica, Northern Trust, BB&T and Mellon
$
(1)
Net Interest Income is fully taxable equivalent
STI = Flat
Peers = 2% Growth
STI = 9% Growth
Peers = Flat
Source: SNL
9
NET INTEREST MARGIN TRENDS
10
SECURITY PORTFOLIO STILL CONTAINS “DRY POWDER”
Securities Portfolio Margin Profile
(1) Yields on investment securities available for sale. Does not include held-to-maturity securities or trading securities unless breakout is unavailable.
(2) Assumes $25 bn security portfolio, 35% tax rate, 282.7 mm shares outstanding and 55 b.p. improvement in yield.
Source: Company Reports
One of the lowest
securities yields
among top 50
banks
Very short duration
compared to peers
Normalizing
securities yield to
historical relative
position adds
approximately
$90 mm after-tax or
$0.32 per share2
(219)
4.78
6.97
National Commerce
(55)
(77)
(22)
SunTrust Yield vs. Avg.
(223)
3.79
6.02
SunTrust
(168)
4.56
6.24
Average w/o SunTrust
(180)
3.45
5.25
PNC
(273)
4.04
6.77
BB&T
(258)
4.20
6.78
KeyCorp
(167)
4.21
5.88
U.S. Bancorp
(318)
4.21
7.39
Fifth Third
(125)
4.85
6.10
Bank of America
(162)
4.87
6.49
Wachovia
(12)
4.98
5.10
National City
(106)
6.19
7.25
Wells Fargo
4Q 2001
2Q 2004
Yield Change(b.p.)
4Q 2001:2Q 2004
Securities Yield(1)
11
LOANS AND DEPOSIT GROWTH(1)(2)
(1) For more data on deposits and loans, please refer to the appendix of this presentation
($ in millions)
Highlights
2Q2004:
2Q2003
2Q04:1Q04
(Annualized)
Low cost deposits(2)
DDA
Total Loans
Mortgage loans
Commercial loans
17%
36%
14
30
25
25
7*
(1)
9
13*
* Adjusted for consolidation of Three Pillars
$
(2) Deposits = Consumer and Commercial Deposits, Low Cost Deposits = Demand Deposits + NOW + Savings
12
INDUSTRY LEADING CREDIT QUALITY(1)
NPAs/(Loans+OREO)
(1) For more data on credit quality, please refer to the appendix of this presentation
NCOs/Average Loans
* Wells Fargo, AmSouth, SouthTrust, National City, Wachovia, US Bancorp, Fifth Third, Bank of America, KeyCorp, PNC, Comerica, Northern Trust, BB&T and Mellon
Peers*
SunTrust
Source: SNL
13
FOCUS ON EFFICIENCY
Reflected Revenue
Slowdown
Expense Growth
Revenue Growth
6
4%
10
-3
9
6
2
1%
4
7
2
6
First Half
of 2004
1999
2000
2001
2002
2003
Year over Year Growth Trends
Source: SNL Data
14
LOB INITIATIVES - RETAIL
Actions
Initial
Results
Introduce enhanced consumer and Business
Banking product sets
Doubled
net new
checking account
acquisition
rate YTD
over
2003
level
Equity product volumes 20% higher than
same period in 2003
Focus on high growth Business Banking
segment
Positive Business Banking trends
(as of July 31, 2004)
Checking balances
up
12
% over 2003
Loan production up 9
% over 2003
Continue to grow branch network over next three
years in high growth markets
Denovo growth of
45 net new
locations by
year end 2004
N
CF merger deepens branch share in high
opportunity markets and adds over 250
branches in the Carolinas
15
Long Term Growth Rate Target: 8 – 10%
LOB INITIATIVES - COMMERCIAL
Actions
Initial
Results
Enhance Treasury Services’ technology platform
to satisfy customer and competitive demands
Introduced product additions and enhancements
critical to client cash management needs
Purchasing Card payment manager
Web
-
based foreign exchange trading
Payroll Card
Online report delivery
Secure data transmission
Leverage new pricing tools with the relationship
profitability component
Installed several upgrades to improve pricing
position
Enhanced model to maximize economic
profit
Converted all commercial relationships to
common profitability management system
Established pricing governance process
16
Long Term Growth Rate Target: 8 – 10%
LOB INITIATIVES – CORPORATE AND INVESTMENT BANKING
Actions
Initial
Results
Further develop equity and debt capital market
products to sustain competitive market positions
Leveraging CIB product skills across LOBs
Equity Linked CDs (SILCs) sold to PCS
client base
CMBS partnership with Commercial Real
Estat
e
Risk management partnership on Credit
Default Swaps and Secondary Loan
Trading
Focus on upper middle and large corporate
markets with low risk profile
Expanding Corporate Banking client
penetration faster than any other bank
Completed 90% of annual client plans in Q1,
focusing on cross-sell goals and retention
-
17
Long Term Growth Rate Target: 9 – 11%
LOB INITIATIVES – PRIVATE CLIENT SERVICES
Actions
Initial
Results
Buy, build, or partner to offer a complete product
set to satisfy market demands
Hired a net 30 new brokers in the first half of the
year
;
Retail Investment Income up 20% over last year
Opened new AMA offices in Charlotte, Miami, Atlanta
and Memphis; Increased AMA AUM to $8.465 billion,
a 150%
increase
over last year at this time
Completed acquisition of
Seix
Investment Advisors
($17 Billion in new assets)
Developed and implemented new “Flexible
Architecture” process for institutional clients
Develop comprehensive package of insurance
products and services
Implemented a comprehensive program targeted at
wealthy and affluent clients
Launched an entire array of insurance
services
including
:
Term, U
L, VUL, Survivorship, Wealth
Transfer products; Long-term care products;
Disability products; and Annuities
Insurance sales up 244% over last year
18
Long Term Growth Rate Target: 12 – 14%
LOB INITIATIVES – MORTGAGE
Action
Initial
Results
Expand Retail, Broker, and Correspondent
channels while enhancing Consumer Direct
-
113 net new retail loan officers (155% of YTD
goal)
-
425 net new broker and correspondent
relationships (177% of YTD goal)
-
$2.1B bank referred production (162% of YTD goal)
-
Consumer Enhancements include:
-
Process and workflow improvements resulting
in significant service level improvements
-
Installation of new voice response technology
and CTI screen pop tools has led to more than
40% of customer service
calls being handled
by the automated solution
-
Strategies include the successful introduction
of Bundled Settlement Services,
comprehensive targeted marketing
campaigns, a relocation service and
expanded hours of operation. The result has
been a 22% conversion ratio (from referrals to
mortgage applications).
Launch out of footprint sales of mortgage and
home equity
-
Significantly ramped up out of footprint sales
force and are on track to meet goals of numbers
of new customers.
-
Have been successful with
the home equity
product in the markets it has been rolled out
within the Retail channels; major roll-out is
expected by year end.
Long Term Growth Rate Target: 8 – 10%
19
LONG TERM GROWTH INITIATIVES RECAP
8 -10%
SunTrust
8 -10%
8 -10%
9 -11%
12 -14%
8-10%
Retail
Commercial
Corporate and Investment
Banking
Private Client Services
Mortgage
Long Term Growth
Rate Target
Business Line
20
SALES FOCUS PAYING OFF
Retail
Equity Line/Loan
Products up40%
Branch Banking
loan sales up42%
Private Banking
consumer loan
sales up44%
Commercial
Deposits and loans
both up3%
New business
deposits up15%
Private Client Services
Group Trust new
business up4%
Retail Investment sales
up14%
Institutional Trust’s new
business up170%
Mortgage
Mortgage purchase
application volume
($s) up34%
Mortgage closing
volume ($s) up
37%
Mortgage purchase
closing volume ($s)
up50%
Corp and Investment
Banking
Capital Markets fees up
20%
DCM fees up14%
ECM fees up30%
SunTrust Online
Direct consumer
lending production
up35%
Increases are 2Q 04 over 1Q 04
21
NCF MERGER
Financial scale
$25+bn market cap
$148bn assets
$97bn deposits
1,723 full-service offices in 11
states plus D.C.
#3 in market share in Southeast
Top 5 rank in 20 of 25 largest
high growth markets in
Southeast
Adds meaningful presence in
some of the highest growth
North Carolina and South
Carolina markets
Solidifies positions in Virginia
and Tennessee
2003-2008 Projected
Weighted Average
Population Growth
Makes Best Footprint Better
22
NCF ACQUISITIONS MILESTONES
Projected Milestones
Sequenced Systems
Conversions
Legal Closing (10/04)
Divestiture Complete
(3 branches,
$64 MM deposits,
$30 MM loans)
High-Level
Organization
Structure
(completed)
Regulatory
Approvals (8/04 –
9/04)
Shareholder
Approval (9/04)
Completion of
Sequenced
Integration Plan
(9/04)
Merger Application
Filed with Fed and
Georgia Department
of Banking and
Finance (6/04)
Completed Milestones
2005
4Q04
3Q04
2Q04
23
TRANSLATING POTENTIAL INTO PERFORMANCE
Strong Earnings
Momentum Today
Positive Outlook
for Tomorrow
24
APPENDIX
25
EARNINGS MOMENTUM
Earnings growth accelerating
Net Income
Earnings per Share
Return on Avg. Assets
Return on Avg. Assets less net
unrealized gains on
securities portfolio(1)
Return on Avg. Equity
Return on Avg.
Realized Equity(1)
2Q 2004
2Q 2003
Change
$364.8
1.29
1.15
1.20
14.39
17.77
$330.4
1.17
1.11
1.06
14.95
16.77
10%
10%
4 b.p.
14 b.p.
(56) b.p.
100 b.p.
(1)
SunTrust presents a return on average realized shareholders’ equity, as well as a return on average assets less net unrealized securities gains. These two ratios
reflect primarily adjustments to remove the effects of the Company’s securities portfolio which includes the ownership by the Company of 48.3 million shares of The
Coca-Cola Company. The Company uses this information internally to gauge its actual performance in the industry. SunTrust believes that the return on assets
less the net unrealized securities gains is more indicative of the Company’s return on assets because it fully reflects the return on assets that are related to the
Company’s core businesses, which are primarily customer relationship and customer transaction driven. The Company also believes that the return on average
realized equity is more indicative of the Company’s return on equity because the excluded equity relates primarily to a long term holding of a specific security. See
the reconciliations slides in the appendix.
(2)
Annualized.
1Q 2004
Sequential
Change
2Q04 : 2Q03
2Q04 : 1Q04
7%
10%
(1) b.p.
2 b.p.
(26) b.p.
33 b.p.
$358.5
1.26
1.16
1.18
14.65
17.44
(2)
(2)
26
FEE INCOME GROWTH
Fee income growth momentum continuing
Trust and Investment Mgmt.
Retail Investment
Deposit Charges
Corp & Invst. Banking
Credit Card Fees
Other Charges & Fees
Other Non-interest income
Total Fees(1)
($ in millions)
$140
50
169
85
38
95
55
632
$136
46
163
74
32
93
46
590
13%
19%
7%
(2)%
17%
14%
38%
12%
$124
42
158
87
32
83
40
566
12%
36%
13%
60%
76%
9%
78%
28%
2Q 2003
2Q 2004
2Q2004:
2Q2003
1Q 2004
2Q04:1Q04
(Annualized)
(1)
Fees without Securities’ net gains.
27
LOAN GROWTH
Commercial
RE Commercial
RE Construction
Mortgages
Credit Card
Direct
RE Equity
Indirect
Nonaccrual
Total Loans
1Q 2004
2Q 2003
Change
($ in millions)
(1)%
3%
12%
25%
19%
(3)%
30%
12%
(43)%
9%
$28,464.1
9,295.0
4,546.3
17,758.0
140.0
3,533.1
7,111.8
8,727.4
329.2
79,904.9
$27,510.8
9,426.0
4,558.9
18,870.1
151.0
3,576.9
7,619.1
8,938.3
285.3
80,936.4
2Q 2004
$27,810.4
9,192.9
4,057.8
15,064.2
126.4
3,693.7
5,874.6
7,993.1
498.4
74,311.5
2Q 2004: 2Q 2003
2Q 2004: 1Q 2004
Sequential
Annualized
Change
(13)%/7%
6%
1%
25%
31%
5%
29%
10%
(53)%
5%/13%
Driven by targeted sales initiatives
(1) Higher growth rate adjusted for consolidation of Three Pillars
(1)
(1)
28
CUSTOMER DEPOSIT GROWTH
DDA
NOW
MMA
SAV
CDs
Total(1)
Total low
cost
deposits(2)
1Q 2004
2Q 2003
Change
($ in millions)
17%
11%
flat
12%
(9)%
6%
14%
$18,896.7
12,332.1
22,136.8
6,334.2
10,661.2
70,361.0
37,563.0
$17,548.1
11,576.8
22,284.1
6,253.3
11,434.8
69,097.1
35,378.2
(1)
Average quarterly Consumer and Commercial Deposits (excludes Broker & Foreign Deposits)
(2)
Total of DDA, NOW, Savings
2Q 2004
$20,591.6
12,811.6
22,367.4
6,990.9
10,404.6
73,166.1
40,394.1
2Q 2004: 2Q 2003
Targeted
Product
and Sales
Initiatives
2Q 2004: 1Q 2004
Sequential
Annualized
Change
36%
16%
4%
42%
(10)%
16%
30%
29
STRONG CREDIT QUALITY
Net Charge-offs
Net Charge-offs to Avg.
Loans
NPAs
NPAs to
Loans/OREO/Other repo
Allowance for loan
losses
Allowance to Non-
performing loans
Allowance to Charge-
offs (Years Coverage)
2Q2004
2Q2003
1Q2004
$58,787
0.30%
$331,912
0.42%
$942,523
311.5%
4.0
$37,556
0.19%
$324,420
0.39%
$943,718
313.4%
6.3
$79,265
0.40%
$463,805
0.59%
$941,423
217.6%
3.0
$82,177
0.44%
$515,390
0.68%
$940,889
194.8%
2.9
3Q2003
$69,787
0.35%
$378,097
0.47%
$941,922
268.1%
3.4
4Q2003
ImprovingTrends
($ in thousands)
30
RECONCILLIATIONS APPENDIX
Average loans – reported
Impact of Three Pillars
Average loans excluding
Three Pillars
Average commercial
loans – reported
Impact of Three Pillars
Average commercial loans
excluding Three Pillars
Return on average total assets
Impact of excluding net unrealized
securities gains
Return on average total assets less net
unrealized gains on securities
Return on average equity
Impact of excluding net unrealized securities gains
Return on average realized equity
$79,905
(1,430)
$78,475
$28,464
(1,430)
$27,034
1.16%
0.02
1.18%
14.65%
2.79
17.44%
2Q 04
1.3%
3.1%
(3.3)%
1.8%
1.11%
(0.05)
1.06%
14.95%
1.82
16.77%
$80,936
-
$ 80,936
$27,511
-
$27,511
1.15%
0.05
1.20%
14.39%
3.38
17.77%
1Q 04
Change
2Q 04 vs 1Q 04(1)
(Dollars in millions)
(1) Multiply by 4 to calculate sequential annualized growth or reductions
2Q 04
1Q 04
2Q 03
31
RECONCILLIATIONS APPENDIX
Fee Income excluding
securities gains and losses
Net Interest Income-FTE
Core Revenue
Common Shares Outstanding
Core Revenue Per Share
Fee Income
Securities losses/(gains)
Fee Income excluding
securities gains and losses
Net Interest Income
FTE adjustment
Net Interest Income-FTE
(Dollars and shares in thousands except per share amounts)
(1) Multiply by 4 to calculate sequential annualized growth or reductions
2Q 02
4Q 02
4Q 03
3Q 02
1Q 04
3Q 03
2Q 03
1Q 03
$545,950
823,112
1,369,062
286,397
4.78
601,687
(55,737)
545,950
813,388
9,724
823,112
$503,070
815,127
1,318,197
285,043
4.62
548,883
(45,813)
503,070
805,114
10,013
815,127
$543,380
844,388
1,387,768
281,410
4.93
574,478
(31,098)
543,380
832,800
11,588
844,388
$488,177
837,341
1,325,518
282,505
4.69
527,724
(39,547)
488,177
827,101
10,240
837,341
$505,620
833,013
1,338,633
280,024
4.78
547,659
(42,039)
505,620
822,470
10,543
833,013
$565,554
810,415
1,375,969
281,393
4.89
596,792
(31,238)
565,554
799,513
10,902
810,415
$564,571
877,501
1,442,072
281,923
5.11
584,072
(19,501)
564,571
865,520
11,981
877,501
$590,159
863,904
1,454,063
282,332
5.15
595,086
(4,927)
590,159
851,648
12,256
863,904
2Q 04
$631,713
885,066
1,516,779
282,767
5.36
622,665
9,048
631,713
872,429
12,637
885,066
32
L. Phillip Humann
President, Chairman and CEO
LEHMAN BROTHERS
2004 FINANCIAL SERVICES CONFERENCE
SEPTEMBER 2004