Mail Stop 4561
December 9, 2005
Mark A. Chancy
Sr. Executive Vice President and Chief Financial Officer
SunTrust Banks, Inc.
303 Peachtree Street, NE
Atlanta, GA 30308
Re: SunTrust Banks, Inc.
Form 10-K for Fiscal Year Ended December 31, 2004
Forms 10-Q for Fiscal Quarters Ended March 31, 2005, June 30, 2005
and September 30, 2005
File No. 001-8918
Dear Mr. Chancy:
We have reviewed your filings and have the following comments.
We
have limited our review to only your financial statements and
related
disclosures and will make no further review of your documents.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2004
Exhibit 13.1 - 2004 Annual Report
Management`s Discussion, page 19
Net Interest Income/Margin, page 26
1. We note your disclosure on page 27 that the decline in rate of
long-term debt was attributable to shortening the duration of debt
through interest rate swaps. Please tell us and in future filings
disclose how you use interest rate swaps to shorten the duration
of
debt. Tell us how you account for this hedging relationship.
Allowance for Loan Losses, page 31
2. We note your disclosure on page 32 that your new allowance for
loan loss methodology implemented during 2004 is more granular
than
in prior periods. Please tell us and in future filings disclose
how
this new methodology enhances your ability to determine the amount
of
your allowance for loan losses. Specifically describe how this
impacted your allowance for loan losses at December 31, 2004.
3. We note your disclosure on page 33 that the enhancements to the
general allowance framework resulted in more losses being
identifiable within the pool structure and by loan type. Please
tell
us and in future filings disclose how these enhancements resulted
in
more losses being identifiable within the pool structure and how
this
impacted the amount of your general allowance at December 31,
2004.
Table 23 - Reconciliation of Non-GAAP Measures, page 58
4. We note your disclosure here and in your Management`s
Discussion
of operating net income or earnings and operating diluted earnings
per share. Please tell us how this presentation is consistent
with
Item 10(e) of Regulation S-K. Refer to Questions 8 and 9 of the
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures.
Consolidated Financial Statements
Note 13 - Long-Term Debt, page 86
5. We note your disclosure that you had notes payable to trusts
formed to issue Trust Preferred Securities of $1.9 billion.
Please
provide us with your proposed disclosures you will use in your
December 31, 2005 Form 10-K financial statements to meet the
requirements of Rule 3-10(b) of Regulation S-X.
Note 17 - Derivatives and Off-Balance Sheet Arrangements, page 95
6. Please tell us whether you use the short-cut method or matched
terms for assuming no ineffectiveness for any of your hedging
relationships that qualify for hedge accounting treatment under
SFAS
133. If so, please tell us how you determine that the hedging
relationship meets each of the conditions in paragraph 68 or 65 of
SFAS 133.
7. We note your disclosure on page 96 that a portion of the
forward
contracts used in hedging your mortgage lending activities have
been
documented as fair value hedges of specific pools of loans.
Please
tell us how you hedge the fair value of pools of loans with
forward
contracts, including the following:
* the specific documented risk being hedged;
* the terms of the hedging instrument and hedged items;
* how the portfolio of loans satisfy the requirements of paragraph
21(a)(1) of SFAS 133; and
* how the documented hedging strategy meets the requirements of
paragraph 20(b) of SFAS 133 at inception and on an ongoing basis.
Note 22 - Business Segment Reporting, page 101
8. We note your disclosure on page 102 that during 2004 your
"Corporate/Other" segment had a $63,604,000 reduction of provision
for loan losses. Please tell us and in future filings disclose
how
you determine the provision for loan losses for your business
segment
reporting. Describe the differences in methodology or other
factors
that resulted in a significant reduction of provision for your
"Corporate/Other" segment during 2004 compared to prior years in
which you reported additions to the provision for loan losses for
this segment.
* * *
Please respond to these comments within 10 business days or
tell
us when you will provide us with a response. Please file your
response on EDGAR. Please understand that we may have additional
comments after reviewing your response to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing. Please contact Chris
Harley, Staff Accountant, at (202) 551-3695 or me at (202) 551-
3449
if you have questions.
Sincerely,
Joyce A. Sweeney
Accounting Branch Chief
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Mark A. Chancy
SunTrust Banks, Inc.
December 9, 2005
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