CORPORATE PROFILE SunTrust Banks, Inc., is a premier financial company based in the Southeastern United States. Through its 689 full-service banking offices in Florida, Georgia, Tennessee and Alabama. It provides a wide range of financial services to a growing customer base. The Company's primary businesses include traditional deposit and credit services as well as trust and investment services. The Company also provides mortgage banking, corporate finance, credit cards, factoring, discount brokerage, credit-related insurance, and data processing and information services. At year-end 1996, SunTrust had total assets of $52.5 billion, discretionary trust assets of $53.4 billion and a mortgage servicing portfolio of $13.8 billion. FINANCIAL HIGHLIGHTS Year Ended December 31 (Dollars in millions except per share data) 1996 1995 1994 For the Year Net income $ 616.6 $ 565.5 $ 522.7 Common dividends paid 183.9 168.7 157.1 Per Common Share Net income 2.76 2.47 2.25 Dividends paid 0.83 0.74 0.66 Market price: High 52.50 35.44 25.69 Low 32.00 23.63 21.75 Close 49.25 34.25 23.88 Book value 22.13 18.91 15.13 Financial Ratios Return on average assets (ROA) 1.35% 1.36% 1.32% Return on average realized shareholders' equity (ROE) 18.89 18.53 17.66 Net interest margin (taxable-equivalent) 4.36 4.49 4.64 Efficiency ratio 59.9 59.5 58.9 Tier 1 capital ratio 7.46 7.78 7.95 Total capital ratio 10.87 9.71 10.05 Tier 1 leverage ratio 6.40 6.71 6.68 Selected Average Balances Total assets $47,718.8 $43,072.6 $40,489.2 Earning assets 41,831.0 38,401.4 36,111.0 Loans 32,792.5 29,709.3 26,412.6 Deposits 34,241.3 31,808.7 30,877.8 Realized shareholders' equity 3,263.9 3,052.3 2,960.1 Total shareholders' equity 4,621.5 3,905.2 3,571.5 Common equivalent shares (thousands) 223,486 229,544 232,078 At December 31 Total assets $52,468.2 $46,471.5 $42,709.1 Earning assets 45,182.1 40,530.0 38,045.6 Loans 35,404.2 31,301.4 28,548.9 Reserve for loan losses 725.8 698.9 647.0 Deposits 36,890.4 33,183.2 32,218.4 Realized shareholders' equity 3,278.2 3,111.0 2,883.3 Total shareholders' equity 4,880.0 4,269.6 3,453.3 Common shares outstanding (thousands) 220,469 225,726 228,211 Market value of common stock of The Coca-Cola Company (48,266,496 shares) $ 2,540 $ 1,792 $ 1,243 In this report, for 1993 - 1996, investment securities, total assets and total shareholders' equity include the net unrealized securities gain. However, earnings assets exclude this gain as do the calculations of ROA, ROE and the net interest margin because the gain is not included in income. All share and per share data in this report have been adjusted to reflect the stock dividend paid on May 21, 1996. TO FELLOW SHAREHOLDERS As SunTrust shareholders we benefited from excellent stock price performance again in 1996. Including reinvested dividends, the total return on our investment was 47%, the same outstanding performance we enjoyed in 1995. The stock market has rewarded our consistently strong earnings record and rich balance sheet, which includes 48.3 million shares of common stock in The Coca-Cola Company. Since the Company's formation in 1985, the average annual total return on SunTrust stock has been 19.3%. In November the SunTrust Board approved a 12.5% increase in the dividend rate. Banking involves providing for the financial needs of our customers. As customers change, so do their financial needs. Change has been the byword in the banking industry for a number of years and the pace appears to be accelerating. SunTrust has been and continues to be ready for this changing environment. Our readiness over the past eleven years produced consistenfly strong performance with earnings per share increasing at an average annual rate of 11.4%. As we look back at 1996, net income totaled $616.6 million, or $2.76 per share, an 11.7% increase in earnings per share. Excellent growth in both loans and noninterest income generated the highest level of earnings in our Company's history. The solid earnings for the year were reflected in our performance ratios. The return on average assets was 1.35%, just below our 1995 record high of 1.36%, and the return on average realized shareholders' equity was 18.89%, a record high. Both ratios compared favorably with our peers. Improved revenue was the hallmark of 1996. As I mentioned in my last two annual letters, SunTrust is engaged in growth initiatives to build upon our strengths and to remain a superior financial services provider The strong revenue growth in 1996 is a clear indication that our initiatives are beginning to be realized in positive ways throughout the Company. The largest component of our revenue, net interest income, grew 5.7%, compared with the 3.0% increase in the previous year. Noninterest income increased 14.7%, a significant improvement over the 1.9% gain in 1995. Preparing for the future requires investment as evidenced by the 9.1% increase in noninterest expenses. Not only did revenue growth accelerate but also our balance sheet reflected our growth efforts and a strong regional economy. Average loans grew 10.4%, earning assets 8.9% and deposits 7.6%. Assets exceeded $50 billion for the first time and closed the year at $52.5 billion. Even after buying back 7.5 million shares of contrnon stock during t996, realized shareholders' equity ended the year up 5.4%. Unrealized shareholders' equity, which primarily reflects the after-tax market appreciation of our holdings in The Coca-Cola Company, increased to $1.6 billion, providing additional strength for SunTrust. Credit quality remained particularly strong. Our net loan charge-off ratio was 0.27%, one of the lowest among our peers. Although nonperforming assets increased slightly from $251.0 million to $255.8 million at year-end, the ratio to loans and other real estate owned declined for the fifth consecutive year. Focused on generating growth internally and on implementing new strategies to meet the challenges of providing our customers superior products and 24 hour- a-day service, we enter the new year with confidence and optimism. In a relationship business like banking, success is dependent on a strong team of employees. I am convinced that the SunTrust team matches up well against others. As a team we pledge our best efforts to serve our customers in ways that maximize their economic well-being and to enhance the value of our shareholders' investment in SunTrust. Sincerely, James B Williams Chairman of the Board and Chief Executive Officer February, 11 1997 BUSINESS REVIEW RESULTS The ongoing expansion of the Southeast's economy to produce an ever-increasing population for us to serve. The area is also building a healthy international reputation that is attracting a diverse mix of interests and opportuuities from around the globe. Tourism continues to thrive, creating an infusion of immediate monetary and economic benefits, while offering numerous opportunities for marketing the area in the future. The summation of all of this activity is increased demand and opportunities for SunTrust banks - an increase in the demand for our services and products, and the opportunity to share in the success of the region. Strategicaily positioned in key markets in the Southeast, SunTrust continues to capitalize on the opportunities and demands presented by the region's strong economic growth. With an increased sales force, ongoing investments in technology, and enhanced products and services, we have not only established a significant number of relationships with new clients, but have effectively expanded existing ones. An example is the success of our First Rate and Advantage Rate accounts, aimed primarily at attracting deposits from mutual fund accounts. By offering these prernium rate products, we quickly increased our deposit base with new and existing customers, while generating cross-selling, fee-income opportunities. We are pleased to be firmly entrenched as a leader and partner with the communities we serve, because our future success is dependent upon the success of their future - and the future looks bright. We have positioned our Company to move forward without losing sight of those characteristics and strengths that have served us well in the past. At SunTrust, we are ready to continue seizing upon, and contributing to, the economic strength of our region to benefit our customers and shareholders alike. We're ready for continued results. GROWTH Providing financial services is about fulfilling needs ... offering solutions ... nurturing relationships. Providing financial services is about helping our clients be ready for life. Whether it's a mortgage loan for the first home or financing an expansion for a growing business, we want to play an integral role in helping meet the challenges and achieve goals throughout life. But in today's competitive marketplace, building and maintaining long- term relationships takes more than just offering superior customer service. You also have to anticipate and meet customers changing needs with convenient, innovative products and services that are competitively priced. RETAIL In the retail arena, as in others, we continue to look at ways to attract new clients and build upon our existing relationships. After careful review of existing deposit products, we selected 12 extremely competitive products and offered them systemwide last yean Not only does the customer benefit from having access to the best we have to offer, but we become even more efficient with increasingly well-defined, flexible common product lines. SunTrust is also committed to increasing customer convenience by such initiatives as PC Banking, an Internet website and 30 new in-store branches with plans for an additional 30 locations in 1997. From a lending standpoint, the most important purchase for most consumers is a home. A partnership in this process can present numerous other future opportunities. To stand out as a leader in this area, we committed significant resources to increase our mortgage presence. We hired some of the best, experienced people in the industry and then provided them with the technology and marketing support to get the job done. We also introduced convenient, innovative services and products, such as our StepOne phone-based pre-qualification service. As a result, mortgage loan originations increased more than 50% in 1996. TRUST AND INVESTMENTS We continued our position as the largest provider of trust services in the Southeast. The addition of more personnel in the trust and investment services areas, coupled with the strength of our investment advisory performance helped generate healthy revenue growth. The personal trust area, in particular, posted double-digit growth last year, and retail, corporate and institutional investment revenues were exceptional. We anticipate this trend to continue as we further increase our emphasis on internal referrals. Our new Active Investor Account, three additional STI Classic funds, and other new trust and investment products allow us to compete even more effectively in the asset management arena. CORPORATE In order to build upon our corporate banking strength, we have concentrated on enhancing our relationships to better serve clients' specific needs. This has been achieved in-part through more strategic lending initiatives, an increased focus on key industries we service, and a continuing investment in our treasury management technology and capabilities. Additionally, we significantly increased our investment in our capital markets business, adding resources in both origination and distribution. When combined, this comprehensive array of services allows us to further integrate our resources with a client's business to help provide solutions rather than just products. While we will continue to take advantage of the excellent growth opportunities within our region, we also will monitor and move outside our traditional market area as opportunities are identified that match up well with our corporate expertise. READY These are just a few of the highlights of our Company's efforts last year. We think the numbers reflected throughout our annual report speak for themselves. As we enhance our strengths and take advantage of opportunities in all areas, we will continue to focus on building, maintaining and expanding long-term relationships. At SunTrust, we are ready to exceed the expectations of our customers and continue adding value to our shareholders' investment in our Company. We're ready for growth. We're ready for the future. SELECTED FINANCIAL DATA Year Ended December 31 (Dollars in millions except per share data) 1996 1995 1994 1993 1992 1991 Summary of Operations Interest and dividend income $ 3,246.0 $ 3,027.2 $ 2,552.3 $ 2,362.3 $ 2,537.6 $ 2,856.4 Interest expense 1,461.8 1,350.8 932.5 790.7 975.0 1,463.5 Net interest income 1,784.2 1,676.4 1,619.8 1,571.6 1,562.6 1,392.9 Provision for loan losses 115.9 112.1 137.8 189.1 234.2 209.6 Net interest income after provision for loan losses 1,668.3 1,564.3 1,482.0 1,382.5 1,328.4 1,183.3 Noninterest income 818.0 713.1 699.9 726.5 672.7 612.9 Noninterest expense 1,583.1 1,451.5 1,400.0 1,408.4 1,425.3 1,282.1 Income before provision for income taxes 903.2 825.9 781.9 700.6 575.8 514.1 Provision for income taxes 286.6 260.4 259.2 226.9 171.4 136.8 Net income $ 616.6 $ 565.5 $522.7 $473.7 $404.4 $377.3 Net interest income (taxable-equivalent) $ 1,824.3 $ 1,726.0 $ 1,675.6 $ 1,634.4 $ 1,632.9 $ 1,470.5 Per common share Net income $ 2.76 $ 2.47 $ 2.25 $ 1.99 $ 1.67 $ 1.55 Dividends paid 0.83 0.74 0.66 0.58 0.52 0.47 Common dividend payout ratio 29.8% 29.8% 30.1% 30.6% 32.7% 32.4% Market price: High $ 52.50 $ 35.44 $ 25.69 $ 24.81 $ 22.81 $ 20.00 Low 32.00 23.63 21.75 20.69 16.75 10.25 Close 49.25 34.25 23.88 22.50 21.88 19.94 Selected Average Balances Total assets $47,718.8 $43,072.6 $40,489.2 $37,524.9 $35,356.5 $33,892.0 Earning assets 41,831.0 38,401.4 36,111.0 34,047.3 32,008.6 30,544.4 Loans 32,792.5 29,709.3 26,412.6 24,162.8 22,489.1 22,144.6 Deposits 34,241.3 31,808.7 30,877.8 29,683.3 28,609.6 27,533.0 Realized shareholders' equity 3,263.9 3,052.3 2,960.1 2,875.1 2,697.9 2,509.5 Total shareholders' equity 4,621.5 3,905.2 3,571.5 2,877.2 2,697.9 2,509.5 At December 31 Total assets $52,468.2 $46,471.5 $42,709.1 $40,728.4 $37,789.3 $35,682.6 Earning assets 45,182.1 40,530.0 38,045.6 35,904.5 34,167.7 31,854.3 Loans 35,404.2 31,301.4 28,548.9 25,292.1 23,493.5 22,251.5 Reserve for loan losses 725.8 698.9 647.0 561.2 474.2 381.0 Deposits 36,890.4 33,183.2 32,218.4 30,485.8 29,883.0 29,011.5 Long-term debt 1,565.3 1,002.4 930.4 630.4 554.0 477.3 Realized shareholders' equity 3,278.2 3,111.0 2,883.3 2,845.8 2,769.7 2,622.8 Total shareholders' equity 4,880.0 4,269.6 3,453.3 3,609.6 2,769.7 2,622.8 Ratios and Other Data ROA 1.35 % 1.36 % 1.32 % 1.26 % 1.14 % 1.11 ROE 18.89 18.53 17.66 16.48 14.99 15.04 Net interest margin 4.36 4.49 4.64 4.80 5.10 4.81 Efficiency ratio 59.9 59.5 58.9 59.7 61.8 61.5 Tier 1 capital ratio 7.46 7.78 7.95 8.88 9.37 9.42 Total capital ratio 10.87 9.71 10.05 10.55 11.35 11.97 Tier 1 leverage ratio 6.40 6.71 6.68 6.82 7.27 7.14 Total shareholders' equity to assets 9.30 9.19 8.09 8.86 7.33 7.35 Nonperforming assets to total loans plus other real estate owned 0.72 0.80 0.96 1.61 2.30 3.07 Full-service banking offices 689 652 658 656 654 662 ATMs 917 778 739 738 683 663 Full-time equivalent employees 20,863 19,415 19,408 19,532 19,539 19,703 Average common equivalent shares (thousands) 223,486 229,544 232,078 237,805 241,641 243,542 Financial Review The following analysis reviews important factors affecting the financial condition and results of operations of SunTrust Banks, Inc. (SunTrust or Company) for the periods shown. This review should be read in conjunction with the consolidated financial statements and related notes. In the Financial Review, net interest income and net interest margin are presented on a taxable-equivalent (FTE) basis. Earnings Overview SunTrust's earnings per common share rose 11.7% in 1996 to $2.76, up from $2.47 per common share in 1995. Net income of the Company amounted to $616.6 million, an increase of 9.0% over $565.5 million in 1995. Operating results in 1996 reflected strong loan demand and continued strong credit quality. Net interest income was $1,824.3 million in 1996, up $98.3 million from 1995. The net interest margin was 13 basis points lower than last year but the decline was more than offset by a 8.9% increase in average earning assets. Average loans increased 10.4% and average deposits increased 7.6%. The 1996 loan loss provision of $115.9 million was 3.4% higher than in 1995, and $25.7 million above 1996 net charge-offs. Noninterest income increased 14.7% with service charges on deposit accounts up 9.3% and trust fees up 7.1%. Noninterest expense was $1,583.1 million for 1996, 9.1% more than in 1995. Total personnel expense, the single largest component of noninterest expense, was up $95.1 million, or 12.2%, from 1995 levels. Marketing and customer development increased $26.4 million which was 52.9% more than was expended in 1995. Both of these increases were the result of the Company's ongoing growth initiatives. Per share earnings were aided by the repurchase during 1996 of approximately 7.5 million shares of the Company's common stock. TABLE 1 - CONTRIBUTIONS TO NET INCOME Year Ended December 31 1996 1995 (Dollars in millions) Contribution % of Total Contribution % of Total Principal banking subsidiaries' net income <F1>: SunTrust Banks of Florida, Inc. <F2> $341.2 55.3 % $300.5 53.1 % SunTrust Banks of Georgia, Inc. 253.8 41.2 226.3 40.0 SunTrust Banks of Tennessee, Inc. 100.1 16.2 88.5 15.6 Total prinicpal banking subsidiaries' net income 695.1 112.7 615.3 108.7 Other banks and nonbanking net income (expense): Other banks and nonbank subsidiaries <F2> (10.5) (1.7) 4.7 0.8 Parent Company (68.0) (11.0) (54.5) (9.5) Total other banks and nonbanking net income (expense) (78.5) (12.7) (49.8) (8.7) Net income $616.6 100.0 % $565.5 100.0 % <FN> <F1> Additional information on the performance of banking subsidiaries can be found on pages 32 and 33. <F2> The 1996 contribution from SunTrust Banks of Florida, Inc. is overstated and the contribution from Other banks and nonbank subsidiaries is understated by $9 million because ofloan loss reserve from SunTrust Bank, Miami, N.A. to SunTrust BankCard, N.A. Net Interest Income/Margin Net interest income for 1996 was $1,824.3 million or 5.7% higher than the prior year. Average earning assets were up 8.9% and the net interest margin declined to 4.36% in 1996 from 4.49% in 1995. The average rate on earning assets decreased 15 basis points to 7.86% while the average rate on interest- bearing liabilities declined 6 basis points to 4.30%. Interest income that the Company was unable to recognize on nonperforming loans had a negative impact of two basis points on the net interest margin, the same impact as in 1995. Table 5 contains more detailed information concerning average balances, yields earned and rates paid. TABLE 2 - ANALYSIS OF CHANGES IN NET INTEREST INCOME <F1> 1996 Compared to 1995 1995 Compared to 1994 Increase (Decrease) Due to Increase (Decrease) Due to (In millions on a taxable-equivalent basis) Volume Rate Net Volume Rate Net Interest Income Loans: Taxable $257.7 $(77.0) $180.7 $273.0 $208.9 $481.9 Tax-exempt <F2> (1.9) (5.7) (7.6) (4.5) 6.2 1.7 Investment securities: Taxable 16.2 28.0 44.2 (46.1) 40.2 (5.9) Tax-exempt <F2> (9.5) (5.3) (14.8) (15.5) (2.5) (18.0) Funds sold 9.7 (3.7) 6.0 11.0 6.8 17.8 Other short-term investments <F2> 0.8 0.0 0.8 (12.7) 3.9 (8.8) Total interest income 273.0 (63.7) 209.3 205.2 263.5 468.7 Interest Expense NOW/Money market accounts 24.0 4.7 28.7 (8.8) 42.6 33.8 Savings deposits 56.1 45.3 101.4 (18.8) 9.5 (9.3) Consumer time deposits (30.8) (8.5) (39.3) 56.9 87.7 144.6 Other time deposits 5.9 (2.4) 3.5 38.1 76.7 114.8 Funds purchased 31.5 (25.1) 6.4 56.6 60.4 117.0 Other short-term borrowings (3.4) (3.2) (6.6) (7.2) 19.6 12.4 Long-term debt 20.8 (3.9) 16.9 3.7 1.3 5.0 Total interest expense 104.1 6.9 111.0 120.5 297.8 418.3 Net change in net interest income $168.9 $(70.6) $ 98.3 $ 84.7 $(34.3) $ 50.4 <FN> <F1> Changes in net interest income are attributed to either changes in average balances (volume change) or changes in average rates (rate change) for earning assets and sources of funds on which interest is received or paid. Volume change is calculated as change in volume times the previous rate while rate change is change in rate times the previous volume. The rate/ volume change, change in rate times change in volume, is allocated between volume change and rate change at the ratio each component bears to the absolute value of their total. <F2> Interest income includes the effects of taxable-equivalent adjustments (reduced by the nondeductible portion of interest expense) using a federal income tax rate of 35% and, where applicable, state income taxes, to increase tax-exempt interest income to a taxable-equivalent basis. Provision for Loan Losses The Company increased its provision for loan losses in 1996 $3.8 million to $115.9 million, which exceeded net charge-offs by $25.7 million. Net loan charge-offs were $90.2 million in 1996, representing 0.27% of average loans. The comparable net charge-off amount for 1995 was $66.5 million or 0.22% of average loans. As shown in Table 8, the largest increase in charge-offs occurred in credit card and other consumer loans while the dollar amount of recoveries remained relatively stable in most categories except for a small decrease in commercial loans. Recoveries decreased to 36.5% of total charge- offs in 1996 compared with 44.9% in 1995. The Company's reserve for loan losses increased to $725.8 million at December 31, 1996, which was 2.05% of year-end loans and 342.0% of total nonperforming loans. The comparable ratios at December 31, 1995 were 2.23% and 363.6%, respectively. The Company maintains a reserve for loan losses to absorb possible losses in the loan portfolio. The reserve consists of three elements: (i) reserves established on specific loans, (ii) reserves based on historical loan loss experience, and (iii) reserves based on economic conditions and other factors in the Company's individual markets. The specific reserve element is based on a regular analysis of all loans and commitments over a fixed dollar amount where the internal credit rating is at or below a pre- determined classification. The historical loan loss element represents a projection of future credit problems and is determined statistically using a loss migration analysis that examines loss experience and the related internal gradings of loans charged-off. The general economic condition element is determined by management at the individual subsidiary banks and is based on knowledge of specific economic factors in their markets that might affect the collectibility of loans. SunTrust is committed to the early recognition of possible problems and to a strong, conservative reserve. Noninterest Income Noninterest income increased $104.9 million, or 14.7% with trust income, our largest source of noninterest income, up $18.6 million or 7.1%. Service charges on deposit accounts rose $19.8 million or 9.3%. Mortgage fees were up $10.2 million or 44.3%. Also other charges and fees were up $29.3 million or 26.9%. All of these increases reflect the Company's ongoing growth initiatives. Securities gains totaled $14.2 million, primarily because of a gain on the sale of a long-held minority position in a Florida bank. TABLE 3 - NONINTEREST INCOME Year Ended December 31 (In millions) 1996 1995 1994 1993 1992 1991 Trust income $278.3 $259.7 $250.3 $247.0 $226.1 $200.5 Service charges on deposit accounts 232.4 212.6 218.4 225.9 215.6 201.7 Other charges and fees 138.1 108.8 98.4 112.8 98.9 106.9 Credit card fees 66.3 62.6 57.2 57.8 58.8 60.2 Mortgage fees<F1> 33.2 23.0 22.7 29.3 22.7 - Securities gains (losses) 14.2 (6.6) (2.7) 2.0 5.1 3.7 Trading account profits and commissions 13.3 10.3 8.0 11.3 8.2 10.3 Other income 42.2 42.7 47.6 40.4 37.3 29.6 Total noninterest income $818.0 $713.1 $699.9 $726.5 $672.7 $612.9 <FN> <F1> Mortgage fees for 1991 are included in Other charges and fees. Noninterest Expense Noninterest expense increased 9.1% in 1996; however, strong revenue growth kept the efficiency ratio below 60%. Total personnel expense increased 12.2% or $95.1 million, as the Company added 1,448 full-time equivalent employees. Marketing and customer development showed the largest percentage increase at 52.9% or $26.4 million. The Company's growth initiatives were responsible for the increases. TABLE 4 - NONINTEREST EXPENSE Year Ended December 31 (Dollars in millions) 1996 1995 1994 1993 1992 1991 Salaries $ 635.0 $ 578.1 $ 550.4 $ 529.1 $ 511.7 $ 491.3 Other compensation 128.5 95.3 96.1 107.4 107.9 70.1 Employee benefits 110.6 105.6 100.7 98.5 92.8 82.4 Total personnel expense 874.1 779.0 747.2 735.0 712.4 643.8 Net occupancy expense 138.2 130.1 126.9 128.4 134.8 119.5 Equipment expense 115.4 105.1 103.3 103.1 102.9 98.1 FDIC premiums 18.1 36.4 66.6 66.2 64.5 56.6 Marketing and customer development 76.4 50.0 57.2 48.0 51.9 41.5 Postage and delivery 40.5 36.4 34.1 32.4 32.5 31.5 Operating supplies 38.0 32.2 29.4 30.5 30.6 30.5 Communications 32.4 27.7 26.1 26.3 25.8 24.9 Consulting and legal 25.5 20.8 22.6 20.2 27.7 25.9 Other real estate expense (0.4) (9.0) (2.2) 16.7 36.0 21.9 Amortization of intangible assets 26.7 21.4 20.6 19.7 17.0 15.7 Other expense 198.2 221.4 168.2 181.9 189.2 172.2 Total noninterest expense $1,583.1 $1,451.5 $1,400.0 $1,408.4 $1,425.3 $1,282.1 Efficiency ratio 59.9 % 59.5 % 58.9 % 59.7 % 61.8 % 61.5 % Provision for Income Taxes The provision for income taxes covers federal and state income taxes. For 1996, the provision was $286.6 million, an increase of $26.2 million or 10.0% from 1995. Higher taxable income was responsible for the increase. For additional information see Note 10 of the Notes to Consolidated Financial Statements on pages 49 and 50. TABLE 5A - CONSOLIDATED DAILY AVERAGE BALANCES, INCOME/EXPENSE AND AVERAGE YIELDS EARNED AND RATES PAID 1996 1995 1994 (Dollars in millions; yields on Average Income/ Yields/ Average Income/ Yields/ Average Income/ Yields/ taxable-equivalent basis) Balances Expense Rates Balances Expense Rates Balances Expense Rates ASSETS Loans:<F1> Taxable $32,132.5 $2,642.2 8.22 % $29,028.1 $2,461.5 8.48 % $25,678.3 $1,979.6 7.71 % Tax-exempt <F2> 660.0 54.2 8.22 681.2 61.8 9.05 734.3 60.1 8.18 Total loans 32,792.5 2,696.4 8.22 29,709.3 2,523.3 8.49 26,412.6 2,039.7 7.72 Investment securities: Taxable 7,429.0 476.1 6.41 7,167.8 431.9 6.03 7,968.4 437.8 5.50 Tax-exempt <F2> 768.7 67.9 8.83 873.7 82.7 9.47 1,035.5 100.7 9.72 Total investment securities 8,197.7 544.0 6.64 8,041.5 514.6 6.40 9,003.9 538.5 5.98 Funds sold 759.0 40.9 5.39 582.4 34.9 5.98 380.9 17.1 4.49 Other short-term investments <F2><F3> 81.8 4.8 5.84 68.2 4.0 5.80 313.6 12.8 4.07 Total earning assets 41,831.0 3,286.1 7.86 38,401.4 3,076.8 8.01 36,111.0 2,608.1 7.22 Reserve for loan losses (717.2) (675.8) (608.0) Cash and due from banks 2,240.1 2,114.4 2,228.8 Premises and equipment 746.3 721.5 713.7 Other assets 1,425.2 1,132.1 1,060.1 Unrealized gains on investment securities 2,193.4 1,379.0 983.6 Total assets $47,718.8 $43,072.6 $40,489.2 LIABILITIES AND SHAREHOLDERS' EQUITY Interest-bearing deposits: NOW/Money market accounts $10,296.2 $ 286.2 2.78 % $ 9,425.2 $ 257.5 2.73 % $ 9,798.9 $ 223.7 2.28 % Savings 5,374.0 196.7 3.66 3,619.4 95.3 2.63 4,364.5 104.6 2.40 Consumer time 7,282.3 377.1 5.18 7,875.0 416.4 5.29 6,626.2 271.8 4.10 Other time <F4> 4,084.9 223.0 5.46 3,978.0 219.5 5.52 3,054.1 104.7 3.43 Total interest-bearing deposits 27,037.4 1,083.0 4.01 24,897.6 988.7 3.97 23,843.7 704.8 2.96 Funds purchased 4,821.1 245.5 5.09 4,228.8 239.1 5.65 3,050.0 122.1 4.00 Other short-term borrowings 860.6 48.3 5.61 918.1 54.9 5.97 1,083.2 42.5 3.93 Long-term debt 1,268.7 85.0 6.70 960.3 68.1 7.09 908.4 63.1 6.95 Total interest-bearing liabilities 33,987.8 1,461.8 4.30 31,004.8 1,350.8 4.36 28,885.3 932.5 3.23 Noninterest-bearing deposits 7,203.9 6,911.1 7,034.1 Other liabilities 1,905.6 1,251.5 998.3 Realized shareholders' equity 3,263.9 3,052.3 2,960.1 Net unrealized gains on investment securities 1,357.6 852.9 611.4 Total liabilities and shareholders' equity $47,718.8 $43,072.6 $40,489.2 Interest rate spread 3.56 % 3.65 % 3.99 % NET INTEREST INCOME $1,824.3 $1,726.0 $1,675.6 NET INTEREST MARGIN <F4> 4.36 % 4.49 % 4.64 % <FN> <F1>Interest income includes loan fees of $95.3, $86.5, $93.5, $88.6, $80.8 and $72.4 in the six years ended December 31, 1996. Nonaccrual loans are included in average balances and income on such loans, if recognized, is recorded on a cash basis. <F2>Interest income includes the effects of taxable-equivalent adjustments (reduced by the nondeductible portion of interest expense) using a federal income tax rate of 35% for 1996, 1995, 1994 and 1993 and 34% in prior years and where applicable, state income taxes, to increase tax- exempt interest income to a taxable-equivalent basis. The net taxable- equivalent adjustment amounts included in the above table were $40.1, $49.6, $55.8, $62.8, $70.3 and $77.6 in the six years ended December 31, 1996. <F3>Stated rate for 1992 is calculated after reducing interest income by $18.0 in 1992 representing earnings from investment in an employee benefit trust. <F4>Interest rate swap transactions used to help balance the Company's interest-sensitivity position increased interest expense by $1.0 in 1996 and reduced interest expense by $10.1,$30.6, $43.6 and $36.3 in 1995, 1994, 1993, and 1992. Without these swaps, the rate on Other time deposits and the Net Interest Margin would have been 5.42% and 4.36% in 1996, 5.77% and 4.47% in 1995, 4.43% and 4.56% in 1994, 4.04% and 4.67% in 1993 and 5.12% and 4.99% in 1992, respectively. TABLE 5B - CONSOLIDATED DAILY AVERAGE BALANCES, INCOME/EXPENSE AND AVERAGE YIELDS EARNED AND RATES PAID 1993 1992 1991 (Dollars in millions; yields on Average Income/ Yields/ Average Income/ Yields/ Average Income/ Yields/ taxable-equivalent basis) Balances Expense Rates Balances Expense Rates Balances Expense Rates ASSETS Loans:<F1> Taxable $23,362.8 $1,765.1 7.56 % $21,628.4 $1,821.5 8.42 % $21,190.7 $2,113.3 9.97 % Tax-exempt <F2> 800.0 62.0 7.75 860.7 69.7 8.10 953.9 92.7 9.72 Total loans 24,162.8 1,827.1 7.56 22,489.1 1,891.2 8.41 22,144.6 2,206.0 9.96 Investment securities: Taxable 7,844.6 451.2 5.75 7,079.2 515.3 7.28 5,258.3 472.4 8.98 Tax-exempt <F2> 1,128.7 115.8 10.26 1,271.3 134.5 10.58 1,396.8 150.4 10.77 Total investment securities 8,973.3 567.0 6.32 8,350.5 649.8 7.78 6,655.1 622.8 9.36 Funds sold 334.4 10.6 3.17 439.9 16.8 3.83 797.3 44.7 5.61 Other short-term investments <F2><F3> 576.8 20.4 3.53 729.1 50.1 4.40 947.4 60.5 6.39 Total earning assets 34,047.3 2,425.1 7.12 32,008.6 2,607.9 8.15 30,544.4 2,934.0 9.61 Reserve for loan losses (521.9) (421.6) (384.0) Cash and due from banks 2,200.0 2,007.0 1,974.3 Premises and equipment 710.1 693.0 692.2 Other assets 1,086.0 1,069.5 1,065.1 Unrealized gains on investment securities 3.4 - - Total assets $37,524.9 $35,356.5 $33,892.0 LIABILITIES AND SHAREHOLDERS' EQUITY Interest-bearing deposits: NOW/Money market accounts $ 9,655.0 $ 211.8 2.19 % $8,900.8 $ 246.2 2.77 % $ 7,710.2 $ 348.9 4.53 % Savings 4,515.0 108.8 2.41 4,316.1 130.4 3.02 3,632.7 180.4 4.97 Consumer time 6,799.4 276.8 4.07 7,350.0 382.8 5.21 8,448.8 584.8 6.92 Other time <F4> 1,940.6 34.9 1.80 2,132.8 73.0 3.42 2,518.9 156.3 6.21 Total interest-bearing deposits 22,910.0 632.3 2.76 22,699.7 832.4 3.67 22,310.6 1,270.4 5.69 Funds purchased 3,102.7 87.9 2.83 2,664.5 87.0 3.27 2,527.2 135.3 5.36 Other short-term borrowings 632.0 21.7 3.42 192.6 7.0 3.65 174.0 10.1 5.79 Long-term debt 611.4 48.8 7.99 534.5 48.6 9.09 480.1 47.7 9.93 Total interest-bearing liabilities 27,256.1 790.7 2.90 26,091.3 975.0 3.74 25,491.9 1,463.5 5.74 Noninterest-bearing deposits 6,773.3 5,909.9 5,222.4 Other liabilities 618.3 657.4 668.2 Realized shareholders' equity 2,875.1 2,697.9 2,509.5 Net unrealized gains on investment securities 2.1 - - Total liabilities and shareholders' equity $37,524.9 $35,356.5 $33,892.0 Interest rate spread 4.22 % 4.41 % 3.87 % NET INTEREST INCOME $1,634.4 $1,632.9 $1,470.5 NET INTEREST MARGIN <F4> 4.80 % 5.10 % 4.81 % <FN> <F1>See footnote 1 in Table 3A. <F2>See footnote 2 in Table 3A. <F3>See footnote 3 in Table 3A. <F4>See footnote 4 in Table 3A. TABLE 5C - CONSOLIDATED GROWTH RATE IN AVERAGE BALANCES Growth Rate in Average Balances Annualized (Dollars in millions; yields on 1996- 1996- taxable-equivalent basis) 1995 1991 Assets Loans Taxable 10.7 % 8.7 % Tax-exempt (3.1) (7.1) Total loans 10.4 8.2 Investment securities: Taxable 3.6 7.2 Tax-exempt (12.0) (11.3) Total investment securities 1.9 4.3 Funds sold 30.3 (1.0) Other short-term investments 20.0 (38.7) Total earning assets 8.9 6.5 Reserve for loan losses 6.1 13.3 Cash and due from banks 5.9 2.6 Premises and equipment 3.4 1.5 Other assets 25.9 6.0 Unrealized gains on investment securities - - Total assets 10.8 7.1 Liabilities and Shareholders' Equity Interest-bearing deposits: NOW/Money market accounts 9.2 % 6.0 % Savings 48.5 8.1 Consumer time (7.5) (2.9) Other time 2.7 10.2 Total interest-bearing deposits 8.6 3.9 Funds purchased 14.0 13.8 Other short-term borrowings (6.3) 37.7 Long-term debt 32.1 21.5 Total interest-bearing liabilities 9.6 5.9 Noninterest-bearing deposits 4.2 6.6 Other liabilities 52.3 23.3 Realized shareholders' equity 6.9 5.4 Net unrealized gains on investment securities - - Total liabilities and shareholders' equity 10.8 7.1 Loans Loan demand was the strong in 1996 as average loans increased 10.4% over the prior year. An increased emphasis by our banks produced strong growth in adjustable-rate residential mortgage loans. The Company's only significant concentration of credit at December 31, 1996 occurred in loans secured by real estate which totaled $17.3 billion. However, this amount is not concentrated in any specific geographic area or type of loan, except for adjustable rate residential mortgages. At year-end 1996, residential mortgages in STI of Florida were $7.5 billion, or 43% of total loans; $2.4 billion in STI of Georgia, or 20%; and $1.5 billion, or 28%, in STI of Tennessee. Of the $11.5 billion in residential mortgages, $643.2 million were home equity loans. The average loan-to-deposit ratio increased to 95.8% in 1996 compared with 93.4% in 1995. At December 31, 1996, international outstandings, which include loans, acceptances, deposits in other banks, foreign guarantees and accrued interest, totaled $273.5 million, a decrease of 31.1% from $396.8 million at December 31, 1995. Most of the balances were temporary investments in Canada and Western Europe and trade financing. TABLE 6 - LOAN PORTFOLIO BY TYPES OF LOANS Year Ended December 31 (In millions) 1996 1995 1994 1993 1992 1991 Commercial: Domestic $11,725.5 $10,222.5 $ 9,279.2 $ 8,190.3 $ 7,933.4 $ 7,324.3 International 240.6 337.5 273.2 197.8 167.3 119.4 Real estate: Construction 1,384.8 1,216.6 1,151.1 1,083.2 1,034.7 1,121.7 Residential mortgages 11,508.2 9,732.8 8,380.5 7,013.8 5,911.6 5,488.4 Other 4,585.8 4,477.7 4,516.3 4,456.8 4,495.5 4,161.8 Lease financing 607.5 561.2 411.0 328.1 355.4 363.7 Credit card 946.8 774.0 690.5 698.2 725.7 745.2 Other consumer loans 4,405.0 3,979.1 3,847.1 3,323.9 2,869.9 2,927.0 Loans $35,404.2 $31,301.4 $28,548.9 $25,292.1 $23,493.5 $22,251.5 TABLE 7 - RESERVE FOR LOAN LOSSES Year Ended December 31 (Dollars in millions) 1996 1995 1994 1993 1992 1991 Allocation of Reserve for Loan Losses by Loan Type Commercial $143.8 $137.7 $138.7 $139.4 $155.2 $147.1 Real estate 145.1 167.0 200.6 189.6 164.0 105.2 Lease financing 4.8 5.4 2.8 2.8 2.6 4.4 Consumer loans 107.8 86.2 74.6 88.7 82.5 78.5 Unallocated 324.3 302.6 230.3 140.7 69.9 45.8 Total $725.8 $698.9 $647.0 $561.2 $474.2 $381.0 Allocation of Reserve for Loan Losses as a Percent of Total Reserve Commercial 19.8 % 19.7 % 21.4 % 24.8 % 32.7 % 38.6 % Real estate 20.0 23.9 31.0 33.8 34.7 27.6 Lease financing 0.7 0.8 0.4 0.5 0.5 1.2 Consumer loans 14.8 12.3 11.5 16.0 17.4 20.6 Unallocated 44.7 43.3 35.7 24.9 14.7 12.0 Total 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % Year-end Loan Types as a Percent of Total Loans Commercial 33.8 % 33.7 % 33.5 % 33.1 % 34.3 % 33.2 % Real estate 49.4 49.3 49.2 49.6 48.5 48.2 Lease financing 1.7 1.8 1.4 1.5 1.5 1.6 Consumer loans 15.1 15.2 15.9 15.8 15.7 17.0 Total 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % TABLE 8 - SUMMARY OF LOAN LOSS EXPERIENCE Year Ended December 31 (Dollars in millions) 1996 1995 1994 1993 1992 1991 Reserve for Loan Losses Balance - beginning of year $ 698.9 $ 647.0 $ 561.2 $ 474.2 $ 381.0 $ 366.9 Reserve of purchased banks 1.2 6.3 8.3 8.0 6.4 0.4 Provision for loan losses 115.9 112.1 137.8 189.1 234.2 209.6 Charge-offs Domestic: Commercial (36.2) (29.7) (28.1) (47.8) (61.3) (96.1) Real estate: Construction (1.4) (0.4) (0.7) (7.6) (7.3) (7.9) Residential mortgages (6.3) (7.1) (7.3) (10.9) (10.3) (6.1) Other (8.2) (16.3) (20.5) (35.1) (44.5) (26.2) Lease financing (1.2) (0.9) (0.7) (1.0) (3.0) (6.5) Credit card (40.8) (27.7) (26.3) (28.9) (33.6) (37.3) Other consumer loans (47.9) (38.7) (30.1) (31.9) (42.0) (62.0) International - - - - - - Total charge-offs (142.0) (120.8) (113.7) (163.2) (202.0) (242.1) Recoveries Domestic: Commercial 15.6 20.0 18.6 20.9 22.1 16.3 Real estate: Construction 0.4 0.8 0.7 0.5 0.7 0.4 Residential mortgages 1.5 1.5 1.5 1.3 1.1 0.9 Other 7.5 5.5 6.3 5.2 3.0 1.4 Lease financing 0.5 0.5 0.6 1.0 1.1 2.0 Credit card 6.9 7.3 7.3 5.7 6.8 6.1 Other consumer loans 19.4 18.1 18.3 18.4 19.5 17.6 International - 0.6 0.1 0.1 0.3 1.5 Total recoveries 51.8 54.3 53.4 53.1 54.6 46.2 Net charge-offs (90.2) (66.5) (60.3) (110.1) (147.4) (195.9) Balance - end of year $ 725.8 $ 698.9 $ 647.0 $ 561.2 $ 474.2 $ 381.0 Year-end loans outstanding: Domestic $35,154.8 $30,948.4 $28,260.3 $25,078.0 $23,326.2 $22,117.5 International 249.4 353.0 288.6 214.1 167.3 134.0 Total $35,404.2 $31,301.4 $28,548.9 $25,292.1 $23,493.5 $22,251.5 Average loans $32,792.5 $29,709.3 $26,412.6 $24,162.8 $22,489.1 $22,144.6 Ratios Reserve to year-end loans 2.05 % 2.23 % 2.27 % 2.22 % 2.02 % 1.71 % Net charge-offs to average loans 0.27 0.22 0.23 0.46 0.66 0.89 Provision to average loans 0.35 0.38 0.52 0.78 1.04 0.95 Recoveries to total charge-offs 36.5 44.9 47.0 32.5 27.0 19.1 Nonperforming Assets Nonperforming assets increased $4.8 million, or 1.9%, from year-end 1995 with nonperforming loans increasing $20.0 million, primarily from one loan, and other real estate owned decreasing $15.2 million. At December 31, 1996, the ratio of nonperforming assets to total loans plus other real estate owned was the lowest year-end ratio in the Company's history. Included in nonperforming loans are loans aggregating $29.3 million that are current as to the payment of principal and interest but have been placed in nonperforming status because of uncertainty as to the borrower's ability to make future payments. In management's opinion, all known material potential problem loans are included in Table 9. Interest income on nonaccrual loans, if recognized, is recorded on a cash basis. When a loan is placed on nonaccrual, unpaid interest is reversed against interest income if it was accrued in the current year and is charged to reserve for loan losses if it was accrued in prior years. When a nonaccrual loan is returned to accruing status, any unpaid interest is recorded as interest income after all principal has been collected. For the year 1996, the gross amount of interest income that would have been recorded on nonaccrual loans and restructured loans at December 31, 1996, if all such loans had been accruing interest at the original contractual rate, was $19.3 million. Interest payments recorded in 1996 as interest income (excluding reversals of previously accrued interest) for all such nonperforming loans at December 31, 1996, were $9.1 million. TABLE 9 - NONPERFORMING ASSETS AND ACCRUING LOANS PAST DUE 90 DAYS OR MORE Year Ended December 31 (Dollars in millions) 1996 1995 1994 1993 1992 1991 Nonperforming Assets Nonaccrual loans: Commercial $ 45.6 $ 28.3 $ 27.9 $ 41.3 $ 49.6 $ 83.7 Real Estate: Construction 13.3 4.9 16.0 29.9 45.4 60.0 Residential mortgages 49.6 45.7 45.3 53.1 45.5 49.5 Other 81.0 99.3 82.0 116.8 160.2 207.1 Lease financing 2.3 0.1 0.2 0.1 0.9 2.7 Consumer loans 10.5 11.0 11.6 9.3 18.1 23.8 Total nonaccrual loans 202.3 189.3 183.0 250.5 319.7 426.8 Restructured loans 9.9 2.9 4.6 11.3 4.6 17.3 Total nonperforming loans 212.2 192.2 187.6 261.8 324.3 444.1 Other real estate owned 43.6 58.8 87.7 148.9 220.3 245.9 Total nonperforming assets $255.8 $251.0 $275.3 $410.7 $544.6 $690.0 Ratios Nonperforming loans to total loans 0.60 % 0.61 % 0.66 % 1.03 % 1.38 % 2.00 % Nonperforming assets to total loans plus other real estate owned 0.72 0.80 0.96 1.61 2.30 3.07 Reserve to nonperforming loans 342.0 363.6 344.9 214.4 146.2 85.8 Accruing Loans Past Due 90 Days or More $ 34.2 $ 24.3 $ 19.2 $ 24.4 $ 27.6 $ 30.4 Investment Securities The investment portfolio is managed to maximize yield over an entire interest rate cycle while providing liquidity and minimizing market risk. The portfolio yield improved from an average of 6.40% in 1995 to 6.64% in 1996. On an amortized cost basis, the portfolio increased by $158.5 million from December 31, 1995 to December 31, 1996. Portfolio turnover from sales totaled $758.8 million in 1996, representing approximately 9.3% of the average portfolio size. The average life of the portfolio declined to approximately 2.5 years at year-end 1996. Adjustable-rate securities in the portfolio reduced the duration (the average time until receipt of the present value of the portfolio's cash flow) to 2.1 years. The Company classifies all of its investment securities as "available- for-sale" which is consistent with the Company's investment philosophy of maintaining flexibility to manage the securities portfolio. The carrying value of investment securities at December 31, 1996 reflected $2.6 billion in unrealized gains, including a $2.5 billion unrealized gain on the Company's investment in common stock of The Coca-Cola Company. The market value of this common stock investment increased $748.1 million during 1996, which was not reflected in net income of the Company TABLE 10 - INVESTMENT SECURITIES At December 31 Amortized Fair Unrealized Unrealized (In millions) Cost Value Gains Losses U.S. Treasury and other U.S. government agencies and corporations: 1996 $3,277.8 $ 3,290.9 $ 24.3 $11.2 1995 3,286.7 3,308.4 32.5 10.8 1994 3,575.4 3,386.2 1.2 190.4 States and political subsidivions: 1996 $ 749.1 $ 773.2 $ 25.2 $ 1.1 1995 831.2 865.8 36.1 1.5 1994 958.1 972.1 29.1 15.1 Mortgage-backed securities: 1996 $3,750.5 $ 3,748.6 $ 27.0 $28.9 1995 3,508.4 3,516.2 26.4 18.6 1994 3,661.9 3,500.7 3.4 164.6 Other securities:<F1> 1996 $ 184.9 $ 2,738.5 $2,555.0 $ 1.4 1995 177.5 1,986.5 1,810.1 1.1 1994 206.5 1,459.7 1,255.2 2.0 Total investment securities 1996 $7,962.3 $10,551.2 $2,631.5 $42.6 1995 7,803.8 9,676.9 1,905.1 32.0 1994 8,401.9 9,318.7 1,288.9 372.1 <FN> <F1> Includes the Company's investment in 48,266,496 shares of common stock of The Coca-Cola Company. Deposits Average interest-bearing deposits increased 8.6% in 1996 and comprised 79.0% and 78.3% of average total deposits in 1996 and 1995. Savings deposits had the largest increase at 48.5%, the result of an aggressive marketing effort of a premium rate savings product in the early part of 1996. Consumer time deposits decreased 7.5%. TABLE 11 - COMPOSITION OF AVERAGE DEPOSITS Year Ended December 31 Percent of Total (Dollars in millions) 1996 1995 1994 1996 1995 1994 Noninterest-bearing $ 7,203.9 $ 6,911.1 $ 7,034.1 21.0 % 21.7 % 22.8 % NOW/Money market accounts 10,296.2 9,425.2 9,798.9 30.1 29.6 31.7 Savings 5,374.0 3,619.4 4,364.5 15.7 11.4 14.1 Consumer time 7,282.3 7,875.0 6,626.2 21.3 24.8 21.5 Other time 4,084.9 3,978.0 3,054.1 11.9 12.5 9.9 Total $34,241.3 $31,808.7 $30,877.8 100.0 % 100.0 % 100.0 % Funds Purchased Average funds purchased increased $592.3 million or 14.0% in 1996. Also, average net purchased funds (average funds purchased less average funds sold) increased $415.7 million in 1996. Average net purchased funds were 9.7% of earning assets for 1996 compared to 9.5% in 1995. TABLE 12 - FUNDS PURCHASED<F1> Maximum Outstanding At December 31 Daily Average at Any (Dollars in millions) Balance Rate Balance Rate Month-end 1996 $6,047.7 5.91 % $4,821.1 5.09 % $6,409.2 1995 5,483.8 5.08 4,228.8 5.65 5,483.8 1994 4,351.9 4.90 3,050.0 4.00 4,351.9 <FN> <F1> Consists of federal funds purchased and securities sold under agreements to repurchase that mature either overnight or at a fixed maturity generally not exceeding three months. Rates on overnight funds reflect current market rates. Rates on fixed maturity borrowings are set at the time of the borrowings. Capital Resources Regulatory agencies measure capital adequacy within a framework that makes capital requirements sensitive to the risk profiles of individual banking companies. The guidelines define capital as either Tier 1 (primarily common shareholders' equity) or Tier 2 (certain debt instruments and a portion of the reserve for loan losses). The Company and its subsidiary banks are subject to a minimum Tier 1 capital ratio (Tier 1 capital to risk-weighted assets) of 4%, total capital ratio (Tier 1 plus Tier 2 to risk-weighted assets) of 8% and Tier 1 leverage ratio (Tier 1 to average quarterly assets) of 3%. To be considered a "well capitalized" institution, the Tier 1 capital ratio, the total risk-based ratio, and the Tier 1 leverage ratio must equal or exceed 6%, 10% and 5%, respectively. Regulatory agencies preclude banks from including unrecognized securities gains and losses in calculating Tier 1 capital; therefore, the appreciation of $2.5 billion in the Company's 48,266,496 shares of common stock of The Coca-Cola Company is not included in risk-adjusted capital. At December 31, 1996 all SunTrust banks were considered to be "well-capitalized." In 1995, the Board of Directors authorized the Company to repurchase up to 20,000,000 shares of SunTrust common stock. In 1996, the Company repurchased 7,464,500 shares. At December 31, 1996, the Company may repurchase an additional 9,329,518 shares under this authorization. TABLE 13 - CAPITAL RATIOS At December 31 (Dollars in millions) 1996 1995 1994 1993 1992 1991 Tier 1 capital: Realized shareholders' equity $ 3,278.2 $ 3,111.0 $ 2,883.3 $ 2,845.8 $ 2,769.7 $ 2,622.8 Intangible assets other than servicing rights (244.1) (252.3) (222.2) (194.0) (174.6) (173.3) Tier 1 capital 3,034.1 2,858.7 2,661.1 2,651.8 2,595.1 2,449.5 Tier 2 capital: Allowable reserve for loan losses 510.8 462.2 420.9 378.1 349.8 327.9 Allowable long-term debt 877.1 246.8 281.4 120.4 200.0 336.3 Tier 2 capital 1,387.9 709.0 702.3 498.5 549.8 664.2 Total capital $ 4,422.0 $ 3,567.7 $ 3,363.4 $ 3,150.3 $ 3,144.9 $ 3,113.7 Risk-weighted assets $40,651.0 $36,742.0 $33,444.3 $29,871.4 $27,684.4 $26,005.7 Risk-based ratios: Tier 1 capital 7.46 % 7.78 % 7.95 % 8.88 % 9.37 % 9.42 % Total capital 10.87 9.71 10.05 10.55 11.35 11.97 Tier 1 leverage ratio 6.40 6.71 6.68 6.82 7.27 7.14 Total shareholders' equity to assets 9.30 9.19 8.09 8.86 7.33 7.35 Liquidity Liquidity is managed to ensure there is sufficient cash flow to satisfy demand for credit, deposit withdrawals and attractive investment opportunities. A large stable, core deposit base, strong capital position and excellent credit ratings are the solid foundation for the Company's liquidity position. Liquidity is enhanced by an investment portfolio structured to provide liquidity as needed, with a short duration of 2.1 years. It is also strengthened by ready access to regional and national wholesale funding sources including fed funds purchased, securities sold under agreements to repurchase, negotiable certificates of deposit and offshore deposits, as well as an active bank deposit note program, commercial paper issuance by the Parent Company, and Federal Home Loan Bank (FHLB) advances for several subsidiary banks who are FHLB members. TABLE 14 - LOAN MATURITY At December 31, 1996 Remaining Maturities of Selected Loans Within 1-5 After (In millions) Total 1 Year Years 5 Years Loan Maturity Commercial $11,966.1 $6,161.5 $3,760.6 $2,044.0 Real estate - construction 1,384.8 1,002.4 382.4 - Total $13,350.9 $7,163.9 $4,143.0 $2,044.0 Interest Rate Sensitivity Selected loans with: Predetermined interest rates $1,316.5 $ 372.6 Floating or adjustable interest rates 2,826.5 1,671.4 Total $4,143.0 $2,044.0 TABLE 15 - MATURITY DISTRIBUTION OF INVESTMENT SECURITIES At December 31, 1996 Average 1 Year 1-5 5-10 After 10 Maturity (Dollars in millions) or Less Years Years Years Total in Years Distribution of Maturities Amortized Cost: U.S. Treasury and other U.S. government agencies and corporations $439.2 $2,832.0 $ 6.6 $ - $3,277.8 2.1 States and political subdivisions 149.8 421.5 165.4 12.4 749.1 3.1 Mortgage-backed securities <F1> 341.5 2,991.3 364.4 53.3 3,750.5 2.8 Total debt securities $930.5 $6,244.8 $536.4 $65.7 $7,777.4 2.5 Fair Value U.S. Treasury and other U.S. government agencies and corporations 439.8 2,844.2 6.9 - 3,290.9 States and political subdivisions 151.4 434.4 174.7 12.7 773.2 Mortgage-backed securities <F1> 340.3 2,988.6 366.2 53.5 3,748.6 Total debt securities $931.5 $6,267.2 $547.8 $66.2 $7,812.7 Weighted average yield (FTE): U.S. Treasury and other U.S. government agencies and corporations 5.97 % 6.00 % 7.50 % - % 6.00 % States and political subdivisions 8.69 8.44 8.68 8.07 8.54 Mortgage-backed securities <F1> 4.99 6.47 6.12 6.44 6.30 Total debt securities 6.04 6.39 6.92 6.74 6.39 <FN> <F1> Distribution of maturities is based on expected cash flows which may be different from the contractual terms. TABLE 16 - MATURITY OF CONSUMER TIME AND OTHER TIME DEPOSITS IN AMOUNTS OF $100,000 OR MORE At December 31, 1996 Other Consumer Time Time Deposits Total (In millions) Months to maturity: 3 or less $1,138.3 $2,387.0 $3,525.3 Over 3 through 6 552.0 0.1 552.1 Over 6 through 12 498.5 0.1 498.6 Over 12 392.7 0.0 392.7 Total $2,581.5 $2,387.2 $4,968.7 Interest Rate Sensitivity The SunTrust asset/liability management process is designed to manage the balance sheet structure of the Company to optimize net interest income while minimizing the effect of interest rate changes on the net interest margin. SunTrust's objective is to maintain a neutral position relative to changes in interest rates. Simulation modeling is used by SunTrust to evaluate its level of interest rate sensitivity, as well as to analyze balance sheet strategies. Table 17 represents a snapshot of the balance sheet structure as of year-end, but does not reflect the complexities of the interest sensitivity of the Company as reflected in its simulation modeling process. SunTrust utilizes interest rate swap transactions to a very limited extent in the overall management of its interest sensitivity position. Table 18 contains summary information about these swap transactions. TABLE 17 - INTEREST RATE SENSITIVITY ANALYSIS At December 31, 1996 Repricing Within<F1> 0-30 31-90 91-180 181-365 Over 1 (Dollars in millions) Days Days Days Days Year Total EARNING ASSETS Loans <F2> $12,343.4 $4,402.0 $2,072.4 $3,745.5 $12,400.8 $34,964.1 Debt securities <F3> 263.0 358.2 472.4 660.3 6,152.0 7,905.9 Interest-bearing deposits 11.9 - 0.2 - 1.4 13.5 Funds sold 1,606.6 - - - - 1,606.6 Total earning assets 14,224.9 4,760.2 2,545.0 4,405.8 18,554.2 44,490.1 INTEREST-BEARING LIABILITIES Interest-bearing deposits <F4> 19,596.1 1,772.9 2,064.8 2,488.4 2,067.9 27,990.1 Funds purchased 6,522.5 - - - - 6,522.5 Other short-term borrowings 831.2 20.2 10.0 5.2 1.4 868.0 Long-term debt 12.1 4.2 21.3 20.3 1,507.4 1,565.3 Total interest-bearing liabilities 26,961.9 1,797.3 2,096.1 2,513.9 3,576.7 36,945.9 Off-balance sheet financial instruments 480.3 136.1 (56.0) 1,063.7 (1,624.1) - Interest-sensitivity gap ($12,256.7) $3,099.0 $392.9 $2,955.6 $13,353.4 $ 7,544.2 Cumulative gap (12,256.7) (9,157.7) (8,764.8) (5,809.2) 7,544.2 Ratio of cumulative gap to total earning assets 27.5 % 20.6 % 19.7 % 13.1 % 17.0 % Ratio of interest-sensitive assets to interest-sensitive liabilities 52.8 264.9 121.4 175.3 518.8 Cumulative gap at December 31, 1995 ($8,215.5) ($7,687.5) ($7,233.8) ($4,597.4) $ 6,972.4 Cumulative gap at December 31, 1994 (8,997.6) (8,802.1) (8,277.8) (5,407.9) 6,969.4 <FN> <F1> The repricing dates (which may differ from maturity dates) for various assets and liabilities do not consider external factors that might affect the interest rate sensitivity of assets and liabilities. <F2> Excludes overdrafts and nonaccrual loans. <F3> Includes trading account, but does not include net unrealized gains of $2,588.9. <F4> Savings, NOW and money market accounts can be repriced at any time, therefore all such balances are included in 0-30 days. Consumer time and other time deposit balances are classified according to their remaining maturities. Derivative Instruments Derivative financial instruments, such as interest rate swaps, options, futures and forward contracts, are components of the Company's risk management profile. The Company also enters into such instruments as a service to corporate banking customers. Where contracts have been created for customers, the Company enters into offsetting positions to eliminate the Company's exposure to interest rate risk. The Company monitors its sensitivity to changes in interest rates and uses interest rate swap contracts to limit the volatility of net interest income. Interest rate swaps increased interest expense by $1.0 million in 1996 and decreased interest expense by $10.1 million and $30.6 million for 1995 and 1994. Included in those amounts are $2.3 million, $0.5 million and $0.4 million representing income from swaps entered into for customers. For interest rate swaps entered into by the Company as an end user, the following table shows the weighted average rate received and weighted average rate paid by maturity and corresponding notional amounts at December 31, 1996. TABLE 18 - INTEREST RATE SWAPS At December 31, 1996 Average Average Average (Dollars in millions) Notional Fair Maturity Rate Rate Value Value In Months Paid Received Gain position: Receive fixed $ 600.5 $16.6 91.5 5.64 % 6.92 % Pay fixed 147.0 3.1 93.6 5.90 5.60 Total gain position 747.5 19.7 Loss position: Receive fixed 1,337.9 (10.1) 17.5 5.53 5.41 Pay fixed 169.3 (1.6) 70.0 6.56 5.66 Total loss position 1,507.2 (11.7) Total $2,254.7 $ 8.0 Earnings and Balance Sheet Analysis 1995 vs. 1994 Net income was $565.5 million in 1995 compared with $522.7 million in 1994. This increase amounted to $42.8 million or 8.2%. Earnings per common share in 1995 were $2.47, a 9.8% increase over the preceding year. Net interest income, at $1,726.0 million for 1995, was slightly higher than the $1,675.6 million in 1994 primarily because of a 6.4% growth in average assets. The Company's net interest margin declined from 4.64% in 1994 to 4.49% in 1995. The provision for loan losses decreased $25.7 million from $137.8 million to $112.1 million while the reserve for loan losses as a percentage of loans decreased from 2.27% to 2.23%. Net charge-offs were 0.22% of loans in 1995 versus 0.23% in 1994. Nonperforming assets decreased $24.3 million from $275.3 million at December 31, 1994 to $251.0 million at December 31, 1995. Noninterest income increased $13.2 million from $699.9 million in 1994 to $713.1 million in 1995. Other charges and fees were up as a result of increased investment banking activity. Service charges collected on commercial deposit accounts were down for the second straight year due to higher average interest rates, since these charges are reduced by an earnings credit on collected balances based on market interest rates. Noninterest expense was up $51.5 million or 3.7%. Loans at December 31, 1995, were $31.3 billion or 9.6% greater than at year-end 1994. At December 31, 1995, deposits were $33.2 billion, an increase of $1.0 billion or 3.0% from 1994 year-end. Fourth Quarter Results Net income per common share for the fourth quarter of 1996 was $0.72, an increase of 12.5% from $0.64 per share in the fourth quarter of 1995. Net income increased from $144.9 million in the 1995 fourth quarter to $158.5 million in the 1996 fourth quarter. The 1996 provision for loan losses of $34.7 million was $3.4 million higher than the $31.3 million in 1995. Net loan charge-offs for the current period were higher at $33.6 million versus $29.1 million in the 1995 fourth quarter. Average earning assets were $43.8 billion in the 1996 fourth quarter, 11.1% higher than in 1995. This gain, offset somewhat by an 18 basis point decline in the net interest margin, produced an increase of $28.3 million in net interest income on a taxable-equivalent basis. Noninterest income increased by $27.6 million in the 1996 fourth quarter compared to the fourth quarter of 1995. Service charges on deposit accounts were up $6.2 million or 11.5% over the 1995 fourth quarter, and trust income was up $4.4 million or 6.7%. Noninterest expense increased 4.9% from year-ago levels. Marketing and customer development was up $10.9 million or 88.9% and personnel expense was up $24.7 million or 12.1%. These increases are directly attributable to the Company's growth initiatives. TABLE 19 - QUARTERLY FINANCIAL DATA (Dollars in millions except 1996 1995 per share data) 4 3 2 1 4 3 2 1 SUMMARY OF OPERATIONS Interest and dividend income $ 846.5 $ 820.4 $ 798.6 $ 780.5 $ 782.4 $ 759.9 $ 758.4 $ 726.5 Interest expense 384.2 366.0 354.3 357.3 350.2 342.0 343.9 314.7 Net interest income 462.3 454.4 444.3 423.2 432.2 417.9 414.5 411.8 Provision for loan losses 34.7 30.0 26.2 25.0 31.3 29.1 26.2 25.5 Net interest income after provision for loan losses 427.6 424.4 418.1 398.2 400.9 388.8 388.3 386.3 Noninterest income 207.0 197.2 200.1 213.7 179.4 182.6 174.2 176.9 Noninterest expense 399.1 389.6 393.4 401.0 380.6 363.1 349.7 358.1 Income before provision for income taxes 235.5 232.0 224.8 210.9 199.7 208.3 212.8 205.1 Provision for income taxes 77.0 76.4 72.7 60.5 54.8 64.6 71.9 69.1 Net income $ 158.5 $ 155.6 $ 152.1 $ 150.4 $ 144.9 $ 143.7 $ 140.9 $ 136.0 Net interest income, (taxable-equivalent) $ 472.2 $ 464.2 $ 454.2 $ 433.7 $ 443.9 $ 430.1 $ 427.1 $ 424.9 PER COMMON SHARE Net income $ 0.72 $ 0.70 $ 0.68 $ 0.66 $ 0.64 $ 0.63 $ 0.61 $ 0.59 Dividends declared 0.23 0.20 0.20 0.20 0.20 0.18 0.18 0.18 Book value 22.13 21.43 20.73 19.60 18.91 17.99 17.58 16.24 Market Price: High 52.50 41.50 38.00 38.38 35.44 33.88 29.94 27.69 Low 40.88 34.88 33.25 32.00 31.69 28.50 26.56 23.63 Close 49.25 41.00 37.00 35.00 34.25 33.06 29.13 26.75 SELECTED AVERAGE BALANCES Total assets $50,061.1 $48,122.6 $47,019.5 $45,641.9 $44,616.4 $43,072.4 $42,762.2 $41,808.4 Earning assets 43,763.9 42,179.2 41,241.8 40,114.0 39,391.9 38,198.8 38,344.3 37,653.9 Loans 34,416.9 33,029.6 32,265.2 31,437.9 30,688.7 29,771.1 29,582.1 28,773.8 Total deposits 34,840.7 34,652.8 34,378.8 33,081.9 31,925.4 31,516.5 31,852.5 31,943.7 Realized shareholders' equity 3,334.0 3,281.7 3,232.0 3,206.8 3,081.8 3,092.9 3,043.8 2,989.1 Total shareholders' equity 4,841.3 4,713.7 4,522.2 4,405.3 4,163.4 4,090.3 3,797.4 3,561.2 Common equivalent shares (thousands) 221,840 222,683 224,061 225,388 227,574 229,515 230,781 230,336 Ratios (Annualized) ROA 1.32 % 1.35 % 1.36 % 1.38 % 1.34 % 1.38 % 1.36 % 1.35 % ROE 18.91 18.86 18.93 18.87 18.65 18.43 18.56 18.46 Net interest margin 4.29 4.38 4.43 4.35 4.47 4.47 4.47 4.58 TABLE 20 - CONSOLIDATED DAILY AVERAGE BALANCES, INCOME/EXPENSE AND AVERAGE YIELDS EARNED AND RATES PAID Quarter Ended December 31, 1996 December 31, 1995 (Dollars in millions; yields on Average Income/ Yields/ Average Income/ Yields/ taxable-equivalent basis) Balances Expense Rates Balances Expense Rates Assets Loans: <F1> Taxable $33,669.4 $688.4 8.13 % $30,033.9 $638.9 8.44 % Tax-exempt <F2> 747.5 14.5 7.75 654.8 14.8 9.02 Total loans 34,416.9 702.9 8.13 30,688.7 653.7 8.45 Investment securities: Taxable 7,330.4 120.1 6.52 7,029.8 108.7 6.14 Tax-exempt <F2> 733.8 16.0 8.69 836.9 19.2 9.11 Total investment securities 8,064.2 136.1 6.71 7,866.7 127.9 6.45 Funds sold 1,177.5 15.9 5.36 735.9 11.0 5.88 Other short-term investments <F2> 105.3 1.5 5.57 100.6 1.5 5.61 Total earning assets 43,763.9 856.4 7.78 39,391.9 794.1 8.00 Reserve for loan losses (724.8) (695.8) Cash and due from banks 2,320.1 2,221.3 Premises and equipment 759.4 722.9 Other assets 1,506.4 1,227.2 Unrealized gains on investment securities 2,436.1 1,748.9 Total assets $50,061.1 $44,616.4 Liabilities and Shareholders' Equity Interest-bearing deposits: NOW/Money market accounts $10,369.1 $ 70.4 2.70 % $ 9,544.2 $ 64.1 2.66 % Savings 5,437.8 48.9 3.57 3,469.9 22.1 2.54 Consumer time 7,062.1 91.3 5.15 8,007.2 109.4 5.42 Other time <F3> 4,487.4 60.7 5.39 3,824.6 54.0 5.61 Total interest-bearing deposits 27,356.4 271.3 3.95 24,845.9 249.6 3.99 Funds purchased 5,788.3 74.3 5.11 4,925.5 68.8 5.54 Other short-term borrowings 874.8 12.3 5.58 998.0 14.1 5.56 Long-term debt 1,568.4 26.3 6.67 1,010.1 17.7 6.97 Total interest-bearing liabilities 35,587.9 384.2 4.30 31,779.5 350.2 4.37 Noninterest-bearing deposits 7,484.3 7,079.5 Other liabilities 2,147.6 1,594.0 Shareholders' equity 3,334.0 3,081.8 Net unrealized gains on investment securities 1,507.3 1,081.6 Total liabilities and shareholders' equity $50,061.1 $44,616.4 Interest rate spread 3.48 % 3.63 % Net Interest Income $472.2 $443.9 Net Interest Margin 4.29 % 4.47 % <FN> <F1> Interest income includes loan fees of $24.7 and $21.9 in the quarters ended December 31, 1996 and 1995. Nonaccrual loans are included in average balances and income on such loans, if recognized, is recorded on a cash basis. <F2> Interest income includes the effects of taxable-equivalent adjustments using a federal income tax rate of 35% and, where applicable, state income taxes to increase tax-exempt interest income to a taxable-equivalent basis. The net taxable-equivalent adjustment amounts included in the above table aggregated $9.9 and $11.7 in the quarters ended December 31, 1996 and 1995. <F3> Interest rate swap transactions used to help balance the Company's interest-sensitivity position reduced interest expense by $0.1 and $1.2 in the fourth quarter of 1996 and 1995, respectively. Without these swaps, the rate on Other time deposits and the Net interest margin would have been 5.40% and 4.28% in 1996 and 5.73% and 4.46% in 1995. TABLE 21 - QUARTERLY NONINTEREST INCOME AND EXPENSE 1996 1995 (In millions) 4 3 2 1 4 3 2 1 Noninterest Income Trust income $ 69.0 $ 68.1 $ 70.5 $ 70.7 $ 64.6 $ 64.7 $ 65.3 $ 65.1 Service charges on deposit accounts 60.7 57.9 58.1 55.7 54.5 54.0 50.5 53.8 Corporate and institutional investment income 4.8 3.4 3.3 2.8 4.9 2.4 1.1 1.0 Retail investment income 5.1 6.3 6.2 4.6 3.6 3.3 4.2 4.0 Credit card fees 17.0 15.7 16.6 17.0 15.6 15.1 15.7 16.2 Mortgage fees 8.2 7.7 9.0 8.3 6.8 6.5 5.3 4.5 Other charges and fees 26.5 24.8 26.4 23.9 21.6 21.1 20.7 20.8 Securities gains (losses) (0.4) (0.5) (2.2) 17.3 (7.2) 1.0 (0.1) (0.3) Trading account profits and commissions 4.1 3.5 3.1 2.6 3.3 2.5 2.4 2.4 Other income 12.0 10.3 9.1 10.8 11.7 12.0 9.1 9.4 Total noninterest income $207.0 $197.2 $200.1 $213.7 $179.4 $182.6 $174.2 $176.9 Noninterest Expense Salaries $165.6 $161.7 $156.0 $151.7 $149.7 $144.8 $143.1 $140.5 Other compensation 34.2 32.9 32.3 29.1 27.0 25.3 21.1 21.9 Employee benefits 28.8 26.0 26.4 29.4 27.2 25.1 24.8 28.5 Total personnel expense 228.6 220.6 214.7 210.2 203.9 195.2 189.0 190.9 Net occupancy expense 35.2 34.9 34.4 33.7 33.2 33.6 31.8 31.5 Equipment expense 30.4 29.5 28.0 27.5 26.4 25.7 26.5 26.5 FDIC premiums 1.4 14.1 1.4 1.2 3.9 (0.6) 16.6 16.5 Marketing and customer development 23.3 19.2 18.7 15.2 12.4 10.3 13.3 14.0 Postage and delivery 10.3 10.5 9.7 10.0 9.3 8.8 8.8 9.5 Operating supplies 9.4 8.9 9.9 9.7 8.5 8.1 7.7 7.9 Other real estate expense (1.1) 0.4 (0.5) 0.8 (3.9) (1.1) (2.3) (1.7) Communications 8.6 8.3 7.8 7.7 6.6 7.3 7.1 6.7 Consulting and legal 8.5 5.8 6.1 5.1 5.0 5.5 5.5 4.8 Amortization of intangible assets 7.3 6.8 6.5 6.1 6.0 5.4 5.0 5.0 Other expense 37.2 30.6 56.7 73.8 69.3 64.9 40.7 46.5 Total noninterest expense $399.1 $389.6 $393.4 $401.0 $380.6 $363.1 $349.7 $358.1 TABLE 22 - SUMMARY OF LOAN LOSS EXPERIENCE, NONPERFORMING ASSETS AND ACCRUING LOANS PAST DUE 90 DAYS OR MORE Quarters 1996 1995 (Dollars in millions) 4 3 2 1 4 3 2 1 RESERVE FOR LOAN LOSSES Balance - Beginning of quarter $724.7 $722.6 $712.4 $698.9 $692.8 $676.9 $661.0 $647.0 Reserve of purchased bank - - - 1.2 3.9 0.7 1.7 - Provision for loan losses 34.7 30.0 26.2 25.0 31.3 29.1 26.2 25.5 Charge-offs (45.9) (40.9) (28.6) (26.6) (40.9) (27.3) (25.7) (26.9) Recoveries 12.3 13.0 12.6 13.9 11.8 13.4 13.7 15.4 Balance - End of quarter $725.8 $724.7 $722.6 $712.4 $698.9 $692.8 $676.9 $661.0 RATIOS Reserve to loans outstanding - Quarter-end 2.05 % 2.14 % 2.23 % 2.24 % 2.23 % 2.31 % 2.25 % 2.26 % Net loan charge-offs (annualized) to average loans 0.39 0.34 0.20 0.16 0.38 0.18 0.16 0.16 Provison to average loans (annualized) 0.40 0.36 0.33 0.32 0.40 0.39 0.36 0.36 NONPERFORMING ASSETS Nonaccrual loans $202.3 $184.9 $192.0 $187.7 $189.3 $174.3 $179.4 $181.9 Restructured loans 9.9 2.7 2.8 2.9 2.9 3.0 3.2 4.3 Total nonperforming loans 212.2 187.6 194.8 190.6 192.2 177.3 182.6 186.2 Other real estate owned 43.6 51.9 53.5 58.8 58.8 66.2 70.1 83.8 Total nonperforming assets $255.8 $239.5 $248.3 $249.4 $251.0 $243.5 $252.7 $270.0 RATIOS Nonperforming loans to total loans 0.60 % 0.55 % 0.60 % 0.60 % 0.61 % 0.59 % 0.61 % 0.64 % Nonperforming assets to total loans plus other real estate owned 0.72 0.71 0.77 0.78 0.80 0.81 0.84 0.92 Reserve to nonperforming loans 342.0 386.2 371.0 373.8 363.6 390.8 370.6 355.0 Accruing Loans Past Due 90 Days or More $ 34.2 $ 28.0 $ 29.9 $ 26.0 $ 24.3 $ 26.0 $ 19.0 $ 19.5 Banking Income TABLE 23 - SELECTED FINANCIAL DATA OF BANKING SUBSIDIARIES SunTrust Banks of SunTrust Banks of SunTrust Banks of Florida, Inc. Georgia, Inc. Tennessee, Inc. (Dollars in Millions) 1996 1995 1996 1995 1996 1995 Summary of Operations Net interest income (FTE) $949.1 $934.6 $603.9 $575.1 $277.0 $278.3 Provision for loan losses 30.3 69.7 26.7 30.0 8.9 12.1 Trust income 142.0 137.9 100.5 89.3 35.5 32.5 Other noninterest income 269.5 228.0 175.3 147.1 77.1 64.8 Personnel expense 324.0 296.3 204.2 181.7 103.8 95.0 Other noninterest expense 449.3 451.2 255.6 248.8 114.4 124.5 Net income $341.2 $300.5 $353.8 $226.3 $100.1 $ 88.5 Selected Average Balances Total assets 23,058 21,309 17,673 15,005 6,877 6,552 Earning assets 21,583 19,987 14,065 12,478 6,599 6,250 Loans 16,363 15,364 11,218 9,715 4,973 4,573 Total deposits 18,275 17,034 10,485 9,693 5,528 5,132 Realized shareholders' equity 1,978 1,863 1,351 1,211 565 543 At December 31 Total assets 24,783 22,567 20,068 16,854 7,489 6,776 Earning assets 22,885 20,818 15,698 13,528 7,094 6,464 Loans 17,267 16,024 12,287 10,316 5,370 4,824 Reserve for loan losses 369 381 196 199 114 119 Total deposits 19,316 17,794 11,703 10,185 5,837 5,240 Realized shareholders' equity 2,048 1,931 1,404 1,302 585 553 Total shareholders' equity 2,058 1,952 2,982 2,419 590 561 Credit Quality Net loan charge-offs<F1> 23.5 34.3 23.0 23.4 9.7 8.5 Nonperforming loans<F2> 117.4 125.1 73.6 56.0 20.7 10.9 Other real estate owned<F2> 24.4 32.7 5.3 8.0 13.9 18.1 Ratios and Other Data ROA 1.48 % 1.41 % 1.64 % 1.67 % 1.46 % 1.35 % ROE 17.25 16.13 18.79 18.68 17.71 16.30 Net interest margin 4.40 4.68 4.29 4.61 4.20 4.45 Efficiency ratio 56.8 57.5 52.3 53.1 56.0 58.4 Total shareholders' equity/assets 8.30 8.65 14.86 14.35 7.88 8.28 Net loan charge-offs to average loans 0.15 0.22 0.21 0.24 0.20 0.19 Nonperforming loans to total loans 0.70 0.78 0.61 0.54 0.39 0.22 Nonperforming assets to total loans plus other real estate owned 0.84 0.98 0.65 0.62 0.66 0.60 Reserve to loans 2.19 2.37 1.62 1.92 2.17 2.46 Reserve to nonperforming loans 314.5 304.3 266.1 354.5 550.5 1,094.4 Full-service banking offices 372 366 201 175 116 111 ATMs 496 455 292 209 129 114 <FN> <F1> In 1996, $33.9 in charge-offs on credit cards are recorded in a separate credit card bank and are not included in the principal banking subsidiaries. <F2> At December 31. TABLE 24 - FINANCIAL HIGHLIGHTS OF PRINCIPAL BANKING SUBSIDIARIES Total Assets at Net Income ROA December 31 (Dollars in millions) 1996 1995 1996 1995 1996 1995 SunTrust Banks of Florida, Inc. SunTrust Bank, Central Florida, N.A. $ 86.6 $ 79.3 1.53 % 1.51 % $ 6,460 $ 5,670 SunTrust Bank, East Central Florida 16.9 14.1 1.58 1.36 1,056 1,052 SunTrust Bank, Gulf Coast 17.9 15.7 0.99 0.91 1,822 1,728 SunTrust Bank, Miami, N.A. <F1> 47.4 33.6 1.83 1.37 2,849 2,643 SunTrust Bank, Mid-Florida, N.A. 11.9 14.5 1.21 1.56 984 930 SunTrust Bank, Nature Coast 16.2 14.5 1.31 1.27 1,292 1,182 SunTrust Bank, North Central Florida 12.2 10.5 1.54 1.41 822 768 SunTrust Bank, North Florida, N.A. 9.5 7.3 1.08 1.07 972 703 SunTrust Bank, South Florida, N.A. 53.0 45.4 1.70 1.57 3,353 3,093 SunTrust Bank, Southwest Florida 16.6 14.5 1.46 1.48 1,255 1,035 SunTrust Bank, Tallahassee, N.A. 5.0 4.2 1.06 0.86 445 499 SunTrust Bank, Tampa Bay 31.8 29.7 1.57 1.55 2,106 2,033 SunTrust Bank, Treasure Coast, N.A. 7.6 9.6 1.02 1.48 760 705 SunTrust Bank, West Florida 7.9 7.3 1.51 1.52 565 495 SunTrust Banks of Georgia, Inc. SunTrust Bank, Atlanta $179.1 $162.5 1.52 % 1.60 % $14,978 $12,496 SunTrust Bank, Augusta, N.A. 7.5 6.5 1.58 1.50 483 459 SunTrust Bank, Middle Georgia, N.A. 9.8 7.8 1.65 1.44 631 557 SunTrust Bank, Northeast Georgia, N.A. 10.5 8.8 1.72 1.42 612 595 SunTrust Bank, Northwest Georgia, N.A. 5.7 4.6 1.68 1.67 376 283 SunTrust Bank, Savannah, N.A. 9.6 8.4 1.89 1.84 519 524 SunTrust Bank, South Georgia, N.A. 9.5 8.0 1.59 1.46 622 612 SunTrust Bank, Southeast Georgia, N.A. 6.3 5.4 1.51 1.36 452 398 SunTrust Bank, West Georgia, N.A. 6.6 5.4 1.49 1.45 476 404 SunTrust Banks of Tennessee, Inc. SunTrust Bank, Chattanooga, N.A. $ 21.5 $ 19.4 1.57 % 1.41 % $ 1,399 $ 1,363 SunTrust Bank, East Tennessee, N.A. 16.1 14.2 1.39 1.34 1,218 1,103 SunTrust Bank, Nashville, N.A. 49.5 43.0 1.46 1.36 3,899 3,386 SunTrust Bank, Northeast Tennessee 4.3 4.4 1.19 1.31 382 361 SunTrust Bank, South Central Tennessee, N.A. 4.9 4.4 1.49 1.35 332 334 SunTrust Bank, Alabama, N.A. 3.7 3.0 1.12 0.88 348 341 <FN> <F1> See Table 1 note 2 on page 13. Supervision and Regulation As a bank holding company, the Company is subject to the regulation and supervision of the Board of Governors of the Federal Reserve System (the "Federal Reserve"). The Company's subsidiary banks (the "Subsidiary Banks") are subject to supervision and regulation by applicable state and federal banking agencies, including the Federal Reserve, the Office of the Comptroller of the Currency (the "Comptroller") and the Federal Deposit Insurance Corporation (the "FDIC"). The Subsidiary Banks are also subject to various requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon, and limitations on the types of investments that may be made and the types of services that may be offered. Various consumer laws and regulations also affect the operations of the Subsidiary Banks. In addition to the impact of regulation, commercial banks are affected significantly by the actions of the Federal Reserve as it attempts to control the money supply and credit availability in order to influence the economy. Previously, federal law generally prohibited the Federal Reserve from approving an application from a bank holding company to acquire shares of a bank located outside the state in which the operations of the holding company's banking subsidiaries were principally conducted, unless such an acquisition was specifically authorized by statute of the state in which the bank whose shares were to be acquired was located. However, the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 removed this restriction on interstate bank acquisitions effective September 1995, and now, bank holding companies from any state may acquire banks located in any other state, subject to certain conditions, including nationwide and state concentration limits. Banks also will be able to have branches across state lines through mergers beginning June 1, 1997 (unless state law would permit such interstate mergers at an earlier date or would prohibit such interstate mergers entirely), providing certain conditions are met. In addition, the legislation permits interstate branching through de novo branches if expressly permitted by applicable state law and certain other conditions are met. There are a number of obligations and restrictions imposed on bank holding companies and their depository institution subsidiaries by federal law and regulatory policy that are designed to reduce potential loss exposure to the depositors of such depository institutions and to the FDIC insurance fund in the event the depository institution becomes in danger of default or is in default. For example, under a policy of the Federal Reserve with respect to bank holding company operations, a bank holding company is required to serve as a source of financial strength to its subsidiary depository institutions and commit resources to support such institutions in circumstances where it might not do so absent such policy, In addition, the "cross-guarantee" provisions of federal law require insured depository institutions under common control to reimburse the FDIC for any loss suffered or reasonably anticipated as a result of the default of a commonly controlled insured depository institution or for any assistance provided by the FDIC to a commonly controlled insured depository institution in danger of default. The federal banking agencies have broad powers under current federal law to take prompt corrective action to resolve problems of insured depository institutions. The extent of these powers depends upon whether the institutions in question are "well capitalized," "adequately capitalized," "undercapitalized", "significantly undercapitalized" or "critically undercapitalized "as such terms are defined under regulations issued by each of the federal banking agencies. There are various legal and regulatory limits on the extent to which the Company's subsidiary banks may pay dividends or otherwise supply funds to the Company. In addition, federal and state regulatory agencies also have the authority to prevent a bank or bank holding company from paying a dividend or engaging in any other activity that, in the opinion of the agency, would constitute an unsafe or unsound practice. There have been a number of legislative and regulatory proposals that would have an impact on the operation of bank holding companies and their banks. It is impossible to predict whether or in what form these proposals may be adopted in the future and, if adopted, what their effect will be on the Company. FDIC regulations require that management report on its institution's responsibility for preparing financial statements, and establishing and maintaining an internal control structure and procedures for financial reporting and compliance with designated laws and regulations concerning safety and soundness. SunTrust Securities, Inc. is a broker-dealer registered with the Securities and Exchange Commission and is a member of the National Association of Securities Dealers, Inc. Trusco Capital Management, Inc. is registered with the Securities and Exchange Commission and is an investment adviser pursuant to the Investment Advisers Act of 1940, as amended. SunTrust Capital Markets, Inc. is a broker-dealer registered with the Securities and Exchange Commission and is a member of the National Association of Securities Dealers, Inc. It engages in investment banking activities, including public finance, corporate finance and the sale of investment securities to corporations, institutions and governmental entities. Community Reinvestment Our banks have prospered by operating on the philosophy: "Build your community, and you build your bank." This commitment to our communities includes efforts to serve the credit needs of low- and moderate-income and other disadvantaged communities as well as small businesses. During 1996 SunTrust bankers focused their community reinvestment efforts on residential, small business and small farm lending. A senior executive has been designated in each bank to oversee these efforts and to ensure that the appropriate resources are brought to bear on the particular needs of the local market. Local bankers and line-of-business managers are actively seeking out new lending opportunities in targeted areas. Our performance in 1996 reflects our strong commitment to our communities. In 1996 SunTrust banks approved 4,451 home mortgage loans totaling $264 million to residents of low-and moderate-income neighborhoods, and 9,453 loans for $413 million to low-and moderate-income borrowers. The Company also made 29,229 loans for $2.7 billion which qualify as small business or small farm loans under the new federal reporting requirements. SunTrust continues to seek ways to serve these markets profitably and prudently, and to ensure that all qualified applicants receive the loans they need. Legal Proceedings The Company and its subsidiaries are parties to numerous claims and lawsuits arising in the course of their normal business activities, some of which involve claims for substantial amounts. Although the ultimate outcome of these suits cannot be ascertained at this time, it is the opinion of management that none of these matters, when resolved, will have a material effect on the Company's consolidated results of operations or financial position. Competition All aspects of the Company's business are highly competitive. The Company faces aggressive competition from other domestic and foreign lending institutions and from numerous other providers of financial services. The ability of nonbanking financial institutions to provide services previously reserved for commercial banks has intensified competition. Because nonbanking financial institutions are not subject to the same regulatory restrictions as banks and bank holding companies, they can often operate with greater flexibility. Properties The Company's headquarters are located in Atlanta, Georgia. As of December 31, 1996, bank subsidiaries of the Company owned 474 of their 689 full- service banking offices, and leased the remaining banking offices. See Note 6 of the Notes to Consolidated Financial Statements. Consolidated Financial Statements Contents Consolidated Statements of Income Consolidated Balance Sheets Consolidated Statements of Shareholders' Equity Consolidated Statements of Cash Flow Notes to Consolidated Financial Statements Report of Independent Public Accountants Management's Statement of Responsibility for Financial Information Financial statements and information in this Annual Report were prepared in conformity with generally accepted accounting principles. Management is responsible for the integrity and objectivity of the financial statements and related information. Accordingly, it maintains an extensive system of internal controls and accounting policies and procedures to provide reasonable assurance of the accountability and safeguarding of Company assets, and of the accuracy of financial information. These procedures include management evaluations of asset quality and the impact of economic events, organizational arrangements that provide an appropriate division of responsibility, and a program of internal audits to evaluate independently the adequacy and application of financial and operating controls and compliance with Company policies and procedures. The Company's independent public accountants, Arthur Andersen LLP, express their opinion as to the fairness of the financial statements presented. Their opinion is based on an audit conducted in accordance with generally accepted auditing standards as described in the second paragraph of their report. The Board of Directors, through its Audit Committee, is responsible for ensuring that both management and the independent public accountants fulfill their respective responsibilities with regard to the financial statements. The Audit Committee, composed entirely of directors who are not officers or employees of the Company, meets periodically with both management and the independent public accountants to ensure that each is carrying out its responsibilities. The independent public accountants have full and free access to the Audit Committee and meet with it, with and without management present, to discuss auditing and financial reporting matters. The Company assessed its internal control system as of December 31, 1996, in relation to criteria for effective internal control over financial reporting described in "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Company believes that, as of December 31, 1996, its system of internal controls over financial reporting met those criteria. James B. Williams John W. Spiegel William P. O'Halloran Chairman of the Board Executive Vice Senior Vice President of Directors President and Controller and Chief Executive and Chief Financial Officer Officer Abbreviations Within the consolidated financial statements and the notes thereto, the following references will be used: SunTrust Banks, Inc. - Company or SunTrust SunTrust Banks of Florida, Inc. - STI of Florida SunTrust Banks of Georgia, Inc. - STI of Georgia SunTrust Banks of Tennessee, Inc. - STI of Tennessee SunTrust Banks, Inc. Parent Company - Parent Company CONSOLIDATED STATEMENTS OF INCOME<F2> Year Ended December 31 (Dollars in thousands except per share data) 1996 1995 1994 INTEREST INCOME Interest and fees on loans $2,678,566 $2,501,536 $2,017,969 Interest and dividends on investment securities: Taxable interest 442,497 403,133 412,728 Tax-exempt interest 46,092 55,611 66,984 Dividends<F1> 33,302 28,292 25,137 Interest on funds sold 40,881 34,857 17,098 Interest on deposits in other banks 1,011 1,053 9,805 Other interest 3,693 2,722 2,656 Total interest income 3,246,042 3,027,204 2,552,377 INTEREST EXPENSE Interest on deposits 1,083,035 988,725 704,804 Interest on funds purchased 245,502 239,080 122,054 Interest on other short-term borrowings 48,264 54,843 42,519 Interest on long-term debt 85,031 68,114 63,119 Total interest expense 1,461,832 1,350,762 932,496 NET INTEREST INCOME 1,784,210 1,676,442 1,619,881 Provision for loan losses - Note 5 115,916 112,108 137,841 Net interest income after provision for loan losses 1,668,294 1,564,334 1,482,040 NONINTEREST INCOME Trust income 278,294 259,742 250,296 Service charges on deposit accounts 232,426 212,582 218,420 Other charges and fees 171,289 131,826 121,135 Credit card fees 66,309 62,572 57,154 Securities gains(losses) - Note 3 14,168 (6,649) (2,692) Other noninterest income 55,503 52,997 55,614 Total noninterest income 817,989 713,070 699,927 NONINTEREST EXPENSE Salaries and other compensation - Note 11 763,461 673,417 646,529 Employee benefits - Note 11 110,588 105,573 100,660 Net occupancy expense 138,186 130,124 126,855 Equipment expense 115,423 105,122 103,342 Marketing and customer development 76,409 49,966 57,210 Postage and delivery 40,515 36,392 34,129 Operating supplies 37,938 32,157 29,421 Other noninterest expense 300,563 318,728 301,856 Total noninterest expense 1,583,083 1,451,479 1,400,002 Income before provision for income taxes 903,200 825,925 781,965 Provision for income taxes - Note 10 286,585 260,449 259,221 NET INCOME $ 616,615 $ 565,476 $ 522,744 Net income per average common share $ 2.76 $ 2.47 $ 2.25 Dividends paid per common share 0.83 0.74 0.66 Average common equivalent shares 223,486,311 229,543,890 232,077,767 <FN> <F1> Includes dividends on 48,266,496 shares of common stock of The Coca-Cola Company $ 24,133 $ 21,237 $ 18,824 <F2> See notes to consolidated financial statements. CONSOLIDATED BALANCE SHEETS<F4> At December 31 (Dollars in thousands) <F1> 1996 1995 ASSETS Cash and due from banks $ 3,037,309 $ 2,641,365 Interest-bearing deposits in other banks 13,461 28,787 Trading account 80,377 96,613 Investment securities<F1> - Note 3 10,551,166 9,676,934 Funds sold 1,721,845 1,299,407 Loans - Notes 4,12 and 13 35,404,171 31,301,389 Reserve for loan losses - Note 5 (725,849) (698,864) Net loans 34,678,322 30,602,525 Premises and equipment - Note 6 768,266 729,731 Intangible assets 277,736 271,926 Customers' acceptance liability 507,554 234,809 Other assets - Note 11 832,213 889,375 Total assets $52,468,249 $46,471,472 LIABILITIES Noninterest-bearing deposits $ 8,900,260 $ 7,821,377 Interest-bearing deposits 27,990,129 25,361,817 Total deposits 36,890,389 33,183,194 Funds purchased 6,047,692 5,483,751 Other short-term borrowings - Note 7 867,961 894,470 Long-term debt - Note 8 1,565,341 1,002,397 Acceptances outstanding 507,554 234,809 Other liabilities - Notes 10 and 11 1,709,332 1,403,270 Total liabilities 47,588,269 42,201,891 Commitments and contingencies - Notes 6, 8, 11, 12 and 15 SHAREHOLDERS' EQUITY - Notes 9 and 11 Preferred stock, no par value; 50,000,000 shares authorized; none issued - - Common stock, $1.00 par value; 350,000,000 shares authorized<F2> 225,608 243,644 Additional paid in capital 310,612 321,541 Retained earnings 2,972,900 3,417,801 Treasury stock and other<F3> (230,918) (871,953) Realized shareholders' equity 3,278,202 3,111,033 Unrealized gains on investment securities, net of taxes - Note 3 1,601,778 1,158,548 Total shareholders' equity 4,879,980 4,269,581 Total liabilities and shareholders' equity $52,468,249 $46,471,472 <F1> Includes unrealized gains on investment securities $2,588,907 $1,873,141 <F2> Common shares outstanding 220,469,001 225,725,779 <F3> Treasury shares of common stock 5,139,056 17,918,505 <F4> See notes to consolidated financial statements <FN> CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY<F2> Unrealized Additional Treasury Gains on Common Paid in Retained Stock and Securities, (In thousands) Stock Capital Earnings Other <F1> Net of Taxes Total BALANCE, JANUARY 1, 1994 $130,461 $444,941 $2,655,357 ($384,951) $ 763,775 $3,609,583 Stock dividend 113,183 (113,183) - - - - Balance, January 1, 1994, adjusted 243,644 331,758 2,655,357 (384,951) 763,775 3,609,583 Net income - - 522,744 - - 522,744 Cash dividends paid on common stock, $0.66 per share - - (157,116) - - (157,116) Proceeds from exercise of stock options - (7,092) - 11,115 - 4,023 Acquisition of treasury stock - - - (348,540) - (348,540) Issuance of treasury stock for 401(k) - 466 - 10,809 - 11,275 Forfeitures of restricted stock - (6) - (1,023) - (1,029) Compensation element from forfeitures of restricted stock - - - 1,029 - 1,029 Amortization of compensation element of restricted stock - - - 5,062 - 5,062 Change in unrealized gains(losses) on securities, net of taxes - - - - (193,700) (193,700) BALANCE, DECEMBER 31, 1994 243,644 325,126 3,020,985 (706,499) 570,075 3,453,331 Net income - - 565,476 - - 565,476 Cash dividends paid on common stock, $0.74 per share - - (168,660) - - (168,660) Proceeds from exercise of stock options - (8,332) - 13,146 - 4,814 Acquisition of treasury stock - - - (204,824) - (204,824) Issuance of treasury stock for acquisitions - - - 13,695 - 13,695 Issuance of treasury stock for 401(k) - 1,385 - 9,759 - 11,144 Issuance (net of forfeitures) of treasury stock as restricted stock - 3,362 - 13,518 - 16,880 Compensation element from issuance of restricted stock - - - (16,880) - (16,880) Amortization of compensation element of restricted stock - - - 6,132 - 6,132 Change in unrealized gains(losses) on securities, net of taxes - - - - 588,473 588,473 BALANCE, DECEMBER 31, 1995 243,644 321,541 3,417,801 (871,953) 1,158,548 4,269,581 Net income - - 616,615 - - 616,615 Cash dividends paid on common stock, $0.825 per share - - (183,892) - - (183,892) Proceeds from exercise of stock options - (13,733) - 19,198 - 5,465 Acquisition of treasury stock - - - (297,319) - (297,319) Retirement of treasury stock (18,036) - (877,624) 895,660 - - Issuance of treasury stock for acquisitions - - - 5,636 - 5,636 Issuance of treasury stock for 401(k) - 1,831 - 7,848 - 9,679 Issuance (net of forfeitures) of treasury stock as restricted stock - 973 - 18,523 - 19,496 Compensation element from issuance of restricted stock - - - (19,496) - (19,496) Amortization of compensation element of restricted stock - - - 10,985 - 10,985 Change in unrealized gains(losses) on securities, net of taxes - - - - 443,230 443,230 BALANCE, DECEMBER 31, 1996 $225,608 $310,612 $2,972,900 ($230,918) $1,601,778 $4,879,980 <FN> <F1> Balance at December 31, 1996 includes $181,454 for treasury stock and $49,464 for compensation element of restricted stock. <F2> See notes to consolidated financial statements. CONSOLIDATED STATEMENTS OF CASH FLOW<F1> Year Ended Ended December 31 (In thousands) 1996 1995 1994 CASH FLOW FROM OPERATING ACTIVITIES Net income $ 616,615 $ 565,476 $ 522,744 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 130,555 133,771 133,018 Provision for loan losses 115,916 112,108 137,841 Provision for losses on other real estate 3,524 3,870 14,138 Deferred income tax benefit (5,068) (19,918) (4,716) Amortization of compensation element of restricted stock 10,985 6,132 5,062 Securities (gains) losses, net (14,168) 6,649 2,692 (Gains) losses on sale of loans, equipment, other real estate and repossessed assets, net (14,738) (13,385) (21,556) Recognition of unearned loan income (217,475) (127,440) (195,978) Origination of loans for sale (2,897,590) (822,054) (509,702) Proceeds from sale of loans 2,646,706 667,216 600,909 Change in period-end balances of: Trading account 16,236 1,497 14,412 Interest receivable (4,332) (14,359) (38,163) Prepaid expenses (35,582) (11,545) (51,129) Other assets 82,252 (87,556) (842) Taxes payable (7,898) 5,605 (8,123) Interest payable (11,847) 43,802 31,999 Other accrued expenses 61,918 81,086 (18,713) Net cash provided by operating activities 476,009 530,955 613,893 CASH FLOW FROM INVESTING ACTIVITIES Proceeds from maturities of investment securities 1,945,278 1,482,138 2,400,350 Proceeds from sales of investment securities 758,751 1,206,904 1,422,078 Purchases of investment securities (2,837,598) (1,977,136) (2,826,867) Net increase in loans (3,635,956) (2,334,133) (2,900,890) Capital expenditures (138,061) (133,292) (105,420) Proceeds from sale of equipment, other real estate and repossessed assets 7,675 103,248 131,538 Net funds paid in acquisitions (987) (57,939) (33,411) Other (22,646) (9,480) 23,215 Net cash used by investing activities (3,923,544) (1,719,690) (1,889,407) CASH FLOW FROM FINANCING ACTIVITIES Net increase in deposits 3,628,816 734,135 1,401,591 Net increase in funds purchased and other short-term borrowings 534,525 1,129,112 239,826 Proceeds from issuance of long-term debt 671,319 160,936 580,572 Repayment of long-term debt (108,323) (88,986) (308,022) Proceeds from the exercise of stock options 5,465 4,814 4,023 Payments to acquire treasury stock (297,319) (204,824) (348,540) Dividends paid (183,892) (168,660) (157,116) Net cash provided by financing activities 4,250,591 1,566,527 1,412,334 Net increase in cash and cash equivalents 803,056 377,792 136,820 Cash and cash equivalents at beginning of year 3,969,559 3,591,767 3,454,947 Cash and cash equivalents at end of year $4,772,615 $3,969,559 $3,591,767 SUPPLEMENTAL DISCLOSURE Interest paid $1,473,679 $1,306,960 $ 900,497 Income taxes paid 294,618 261,997 275,465 <FN> <F1> See notes to consolidated financial statements Notes to Consolidated Financial Statements Note 1 - Accounting Policies Accounting policies that significantly affect the determination of results of operations, financial position, and cash flow are summarized below. Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. Results of operations of companies purchased are included from the dates of acquisition. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could vary from these estimates; however, in the opinion of management, such variances would not be material. Purchase Accounting: Following the purchase method of accounting, assets and liabilities of purchased banks are stated at estimated fair values at the date of acquisition. Securities: Investment securities are classified as available-for-sale and are carried at market value with unrealized gains and losses, net of any tax effect, added to or deducted from realized shareholders' equity to determine total shareholders' equity. Trading account securities are carried at market value with the gains and losses, determined using the specific identification method, recognized currently in the statement of income. Loans: Interest income on all classifications of loans is accrued based upon the outstanding principal amounts except those classified as nonaccrual loans. Interest accrual is discontinued when it appears that future collection of principal or interest according to the contractual terms may be doubtful. Interest income on nonaccrual loans is recognized on a cash basis, if there is no doubt of future collection of principal. Fees and incremental direct costs associated with the loan origination and pricing process are deferred and amortized as level yield adjustments over the respective loan terms. Fees received for providing loan commitments and letters of credit facilities that result in loans are deferred and then recognized over the term of the loan as an adjustment of the yield. Fees on commitments and letters of credit that are not expected to be funded are amortized into noninterest income by the straight-line method over the commitment period. Reserve for Loan Losses: The Company's reserve is that amount considered adequate to absorb possible losses in the portfolio based on management's evaluations of the size and current risk characteristics of the loan portfolio. Such evaluations consider the balance of impaired loans (which are defined as all nonperforming loans except residential mortgages and groups of small homogeneous loans), prior loan loss experience as well as the impact of current economic conditions. Specific provision for loan losses is made for impaired loans based on a comparison of the recorded carrying value in the loan to either the present value of the loan's expected cash flow, the loan's estimated market price or the estimated fair value of the underlying collateral. Specific and general provisions for loan losses are also made based on other considerations. Long-lived Assets: Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation has been calculated primarily using the straight-line method over the assets' estimated useful lives. Certain leases are capitalized as assets for financial reporting purposes. Such capitalized assets are amortized, using the straight-line method, over the terms of the leases. Maintenance and repairs are charged to expense and betterments are capitalized. Intangible assets consist primarily of goodwill and mortgage servicing rights. Goodwill associated with purchased banks is being amortized on the straight-line method over various periods ranging from fifteen to forty years. Mortgage servicing rights, including those purchased as well as originated, are amortized over the estimated period of the related net servicing revenues. Long-lived assets are evaluated regularly for other-than-temporary impairment. If circumstances suggest that their value may be impaired and the write-down would be material, an assessment of recoverability is performed prior to any write-down of the asset. Impairment on intangibles is evaluated at each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount should be assessed. Impairment for mortgage servicing rights is determined based on the fair value of the rights stratified on the basis of interest rate and type of related loan. Impairment, if any, is recognized through a valuation allowance with a corresponding charge recorded in the income statement. Income Taxes: Deferred income tax assets and liabilities result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. Earnings per Share: Earnings per common share are based on the weighted average number of common shares outstanding during each period, plus common shares calculated for stock options and restricted stock outstanding using the treasury stock method. Fully diluted per common share data are not materially different than the primary per common share data presented. Cash Flow: For purposes of reporting cash flow, cash and cash equivalents include cash and due from banks, interest-bearing deposits in other banks and funds sold (only those items with an original maturity of three months or less.) Interest Rate Contracts: Amounts receivable or payable under interest rate contracts used to manage interest rate risks arising from the Company's financial assets and financial liabilities are accounted for on the accrual basis of accounting and recognized as an adjustment to interest income or expense depending on the specific instrument being hedged. Gains and losses on early terminations of contracts are included in the carrying amount of the related asset or liability and amortized as yield adjustments over their remaining terms. Note 2 - Acquisitions During the three year period ended December 31, 1996, the Company has consummated the following acquisitions: (Dollars in millions) Accounting Assets Date Entity Method Consideration Acquired 2/96 Ponte Vedra Banking Corporation Purchase $7.7 in cash and 170,148 $ 88 (Ponte Vedra, Florida) shares of Company stock 10/95 Stephens Diversified Leasing, Inc. Purchase $35.0 in cash $129 (Little Rock, Arkansas) 8/95 Key Biscayne, Bankcorp, Inc. Purchase $29.6 in cash $152 (Key Biscayne, Florida) 5/95 Peoples State Bank Purchase $3.0 in cash and 490,198 $127 (New Port Richey, Florida) shares of Company stock 2/94 Regional Investment Corporation, Purchase $65.1 in cash $437 parent of Andrew Jackson Savings Bank (Tallahassee, Florida) Note 3 - Investment Securities Investment securities were as follows at December 31: 1996 Amortized Fair Unrealized Unrealized (In thousands) Cost Value Gains Losses U.S. Treasury and other U.S. government agencies and corporations $3,277,833 $3,290,850 $24,306 $11,289 States and political subdivisions 749,077 773,197 25,183 1,063 Mortgage-backed securities 3,750,505 3,748,583 27,043 28,965 Common stock of The Coca-Cola Company 110 2,540,024 2,539,914 0 Other securities 184,734 198,512 15,108 1,330 Total investment securities $7,962,259 $10,551,166 $2,631,554 $42,647 1995 Amortized Fair Unrealized Unrealized (In thousands) Cost Value Gains Losses U.S. Treasury and other U.S. government agencies and corporations $3,286,640 $3,308,434 $ 32,609 $10,815 States and political subdivisions 831,218 865,832 36,070 1,456 Mortgage-backed securities 3,508,409 3,516,150 26,368 18,627 Common stock of The Coca-Cola Company 110 1,791,894 1,791,784 0 Other securities 177,416 194,624 18,314 1,106 Total investment securities $7,803,793 $9,676,934 $1,905,145 $32,004 The amortized cost and fair value of investments in debt securities at December 31, 1996, by contractual maturities are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Amortized Fair (In thousands) Cost Value Due in one year or less $ 589,081 $ 591,237 Due in one year through five years 3,253,452 3,278,521 Due after five years through ten years 172,002 181,589 After ten years 12,375 12,700 Mortgage-backed securities 3,750,505 3,748,583 Total $7,777,415 $7,812,630 Proceeds from the sale of investments in debt securities were $736.5 million, $1,206.9 million and $1,422.1 million in 1996, 1995 and 1994. Gross realized gains were $0.2 million, $1.4 million and $4.6 million and gross realized losses on such sales were $3.2 million, $8.0 million and $7.3 million in 1996, 1995 and 1994. The fair value of investment securities pledged to secure public deposits, trust and other funds were $4.4 billion and $4.5 billion at December 31, 1996 and 1995. Note 4 - Loans The composition of the Company's loan portfolio at December 31, 1996 and 1995 was as follows: (In thousands) 1996 1995 Commercial, financial and agricultural: Domestic $11,725,503 $10,222,511 International 240,595 337,508 Real estate: Construction 1,384,796 1,216,578 Residential mortgages 11,508,154 9,732,801 Other 4,585,803 4,477,659 Lease financing 607,470 561,243 Credit card 946,756 774,013 Other consumer loans 4,405,094 3,979,076 Loans $35,404,171 $31,301,389 The gross amounts of interest income that would have been recorded in 1996, 1995, and 1994 on nonaccrual and restructured loans at December 31 of each year, if all such loans had been accruing interest at the contractual rate, were $19.3, $20.1, and $18.5 million, while interest income actually recognized totaled $9.1, $11.0, and $10.5 million. Total nonaccrual and restructured loans at December 31, 1996 and 1995 were $212.2 and $192.2 million, respectively. In the normal course of business, the Company's banking subsidiaries have made loans at prevailing interest rates and terms to directors and executive officers of the Company and its subsidiaries, and to their affiliates. The aggregate dollar amount of these loans, as defined, was $529.2 million at December 31, 1996 and $367.2 million at December 31, 1995. During 1996, $3,022.9 million of such loans were made and repayments totaled $2,860.9 million. None of these loans has been restructured, nor were any related party loans charged off during 1996 and 1995. Note 5 - Reserve for Loan Losses Activity in the reserve for loan losses is summarized as follows: (In thousands) 1996 1995 1994 Balance at beginning of year $698,864 $647,016 $561,191 Reserve of purchased banks 1,243 6,336 8,274 Provision charged to operating expense 115,916 112,108 137,841 Loan charge-offs (142,016) (120,766) (113,677) Loan recoveries 51,842 54,170 53,387 Balance at end of year $725,849 $698,864 $647,016 It is the opinion of management that the reserve was adequate at December 31, 1996, based on conditions reasonably known to management; however, the reserve may be increased or decreased in the future based on loan balances outstanding, changes in internally generated credit quality ratings of the loan portfolio, or changes in general economic conditions. Note 6 - Premises and Equipment Premises and equipment at December 31, 1996 and 1995 were as follows: (In thousands) Useful Life 1996 1995 Land $ 212,211 $ 201,807 Buildings and improvements 3-55 years 584,348 551,584 Leasehold improvements 5-30 years 115,651 105,018 Furniture and equipment 3-20 years 642,531 573,981 Construction in progress 36,282 41,725 1,591,023 1,474,115 Less accumulated depreciation and amortization 822,757 744,384 Total $ 768,266 $ 729,731 The carrying amounts of premises and equipment subject to mortgage indebtedness (included in long-term debt) was not significant at December 31, 1996 and 1995. Various Company facilities and equipment are also leased under both capital and noncancelable operating leases with initial remaining terms in excess of one year. Minimum payments, by year and in aggregate, as of December 31, 1996 were as follows: Operating Capital <In thousands) Leases Leases 1997 $ 48,881 $ 4,457 1998 45,976 4,474 1999 43,550 4,475 2000 35,333 4,137 2001 32,300 4,111 Thereafter 114,587 46,775 Total minimum lease payments $320,627 68,429 Amounts representing interest 40,066 Present value of net minimum lease payments $28,363 On December 31, 1996, the Company executed an agreement to purchase its corporate headquarters building in Atlanta, Georgia which had previously been leased under a long-term operating lease. The purchase was subsequently closed on January 2, 1997. The net operating lease amounts shown above as of December 31, 1996 have been reduced for the effects of this transaction. Net premises and equipment include $21.4 million and $22.6 million at December 31, 1996 and 1995, respectively, related to capital leases. Aggregate rent expense for all operating leases (including contingent rental expense and reduced by sublease rental income, both of which were not significant) amounted to $44.9 million, $40.4 million and $41.5 million for 1996, 1995 and 1994. Note 7 - Other Short-Term Borrowings Other short-term borrowings at December 31, 1996 and 1995 consisted of the following: 1996 1995 (Dollars in thousands) Amount Rate Amount Rate Commercial paper 364,624 5.3% - 6.1% 215,110 5.6% - 6.0% Bank notes - - 200,000 6.5% Federal funds purchased maturing in over one day 125,000 5.1% - 5.8% 135,000 5.7% - 5.8% Short-term borrowing facility 216,481 5.3% - 6.9% 100,000 6.0% Other 161,856 - 244,360 - Total 867,961 - 894,470 - At December 31, 1996, $240.0 million of unused borrowings under unsecured lines of credit from non-affiliated banks were available to the Parent Company to support the outstanding commercial paper and provide for general liquidity needs. Note 8 - Long-Term Debt A summary of long-term debt at December 31, 1996 and 1995 is as follows: (In thousands) 1996 1995 PARENT COMPANY 8.375% notes due 1996 $ - $ 74,500 Payment agreement due 1997 7,500 - 8.875% notes due 1998 94,500 94,500 Floating rate notes due 1999 200,000 200,000 Payment agreement due 2001 34,932 40,753 7.375% notes due 2002 200,000 200,000 7.50% debentures due 2002 10,573 11,373 6.125% notes due 2004 200,000 200,000 7.375% notes due 2006 200,000 - 6.0% notes due 2026 200,000 - Capital lease obligation 5,789 6,217 Total Parent Company 1,153,294 827,343 SUBSIDIARIES 7.25% notes due 2006 250,000 - Capital lease obligations 22,574 23,319 FHLB advances and other 139,473 151,735 Total subsidiaries 412,047 175,054 Total long-term debt $1,565,341 $1,002,397 Principal amounts due for the next five years on long-term debt at December 31, 1996 are: 1997 - $61.9 million; 1998 - $126.7 million; 1999 - $229.7 million; 2000 - $42.1 million and 2001 - $18.5 million. The 7.50% debentures can be redeemed in varying amounts prior to their scheduled maturity dates, subject to payment of redemption premiums in certain cases. Restrictive provisions of several long-term debt agreements prevent the Company from creating liens on, disposing of, or issuing (except to related parties) voting stock of subsidiaries. Further, there are restrictions on mergers, consolidations, certain leases, sales or transfers of assets, minimum shareholders' equity, and maximum borrowings by the Company. As of December 31, 1996 the Company was in compliance with all covenants and provisions of long-term debt agreements. In the summary table of long-term debt, $877.1 million in 1996 and $246.8 million in 1995 qualify as Tier 2 capital as currently defined by federal bank regulators. Note 9 - Capital The Company is subject to various regulatory capital requirements which involve quantitative measures of the Company's assets, liabilities, and certain off-balance sheet items. The Company's capital requirements and classification are ultimately subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require that the Company maintain amounts and ratios (set forth in the table on page 48) of Tier 1 and total capital to risk-weighted assets, and of Tier 1 capital to quarterly average total assets. Management believes, as of December 31, 1996, that the Company meets all capital adequacy requirements to which it is subject. A summary of Tier 1 and total capital (actual, required, and to be well capitalized) and the Tier 1 leverage ratio for the Company and its significant subsidiaries as of December 31, 1996 and 1995 is as follows: Required Required For Capital To Be Well Actual Adequacy Purposes Well Capitalized Amount Ratio Amount Ratio Amount Ratio As of December 31, 1996: Tier 1 capital: SunTrust Banks, Inc. $3,034 7.46% $1,626 4.00% $2,439 6.00% SunTrust Banks of Florida, Inc. 1,943 11.17 695 4.00 1,043 6.00 SunTrust Banks of Georgia, Inc. 1,383 8.16 677 4.00 1,016 6.00 SunTrust Banks of Tennessee, Inc. 584 9.75 240 4.00 359 6.00 SunTrust Bank, Atlanta 1,050 7.66 548 4.00 822 6.00 SunTrust Bank, Central Florida, N.A. 475 8.74 217 4.00 326 6.00 Total capital: SunTrust Banks, Inc. 4,422 10.87 3,252 8.00 4,065 10.00 SunTrust Banks of Florida, Inc. 2,162 12.43 1,391 8.00 1,738 10.00 SunTrust Banks of Georgia, Inc. 1,848 10.91 1,354 8.00 1,693 10.00 SunTrust Banks of Tennessee, Inc. 659 11.00 479 8.00 599 10.00 SunTrust Bank, Atlanta 1,429 10.42 1,096 8.00 1,370 10.00 SunTrust Bank, Central Florida, N.A. 543 10.00 434 8.00 543 10.00 Tier 1 leverage: SunTrust Banks, Inc. 6.40 3.00 5.00 SunTrust Banks of Florida, Inc. 8.23 3.00 5.00 SunTrust Banks of Georgia, Inc. 8.30 3.00 5.00 SunTrust Banks of Tennessee, Inc. 8.24 3.00 5.00 SunTrust Bank, Atlanta 8.17 3.00 5.00 SunTrust Bank, Central Florida, N.A. 7.96 3.00 5.00 As of December 31, 1995: Tier 1 capital: SunTrust Banks, Inc. $2,859 7.78% $1,470 4.00% $2,205 6.00% SunTrust Banks of Florida, Inc. 1,827 11.03 662 4.00 994 6.00 SunTrust Banks of Georgia, Inc. 1,277 8.85 577 4.00 865 6.00 SunTrust Banks of Tennessee, Inc. 553 10.24 216 4.00 324 6.00 SunTrust Bank, Atlanta 974 8.48 459 4.00 688 6.00 SunTrust Bank, Central Florida, N.A. 438 8.74 201 4.00 301 6.00 Total capital: SunTrust Banks, Inc. 3,568 9.71 2,939 8.00 3,674 10.00 SunTrust Banks of Florida, Inc. 2,038 12.30 1,325 8.00 1,656 10.00 SunTrust Banks of Georgia, Inc. 1,533 10.62 1,154 8.00 1,442 10.00 SunTrust Banks of Tennessee, Inc. 621 11.50 432 8.00 540 10.00 SunTrust Bank, Atlanta 1,181 10.29 918 8.00 1,147 10.00 SunTrust Bank, Central Florida, N.A. 501 9.99 401 8.00 502 10.00 Tier 1 leverage: SunTrust Banks, Inc. 6.70 3.00 5.00 SunTrust Banks of Florida, Inc. 8.40 3.00 5.00 SunTrust Banks of Georgia, Inc. 9.05 3.00 5.00 SunTrust Banks of Tennessee, Inc. 8.32 3.00 5.00 SunTrust Bank, Atlanta 9.12 3.00 5.00 SunTrust Bank, Central Florida, N.A. 8.12 3.00 5.00 On May 21, 1996, the Company paid a stock dividend of one share of SunTrust common stock for each outstanding share of SunTrust common stock to shareholders of record on May 1, 1996. The consolidated financial statements for prior periods have been adjusted to reflect the effect of this stock dividend. All references to common share and per share information and the weighted average number of common and common equivalent shares outstanding have been restated to reflect the stock dividend. Substantially all the Company's retained earnings are undistributed earnings of its banking subsidiaries, which are restricted by various regulations administered by federal and state bank regulatory authorities. Retained earnings of bank subsidiaries available for payment of cash dividends to STI of Florida, STI of Georgia and STI of Tennessee under these regulations totaled approximately $441.8 million at December 31, 1996. Note 10 - Income Taxes The provision for income taxes for the three years ended December 31, 1996 consisted of the following: (In thousands) 1996 1995 1994 Provision for federal income taxes: Current $273,642 $268,718 $252,287 Prepaid (24,794) (41,857) (23,565) Total provision for federal income taxes 248,848 226,861 228,722 Provision for state income taxes: Current 18,011 11,649 11,650 Deferred 19,726 21,939 18,849 Total provision for state income taxes 37,737 33,588 30,499 Total $286,585 $260,449 $259,221 The Company's income, before provision for income taxes, from international operations was not significant. The Company's provisions for income taxes for the three years ended December 31, 1996 differ from the amounts computed by applying the statutory federal income tax rate of 35% to income before income taxes. A reconciliation of this difference is as follows: (In thousands) 1996 1995 1994 Tax provision at federal statutory rate $316,120 $289,074 $273,689 Increase (decrease) resulting from: Tax-exempt interest (28,498) (33,017) (36,997) Disallowed interest deduction 3,883 3,857 3,183 Income tax credits (2,455) (1,533) (1,409) State income taxes, net of federal benefit 24,552 21,847 19,796 Dividend exclusion (6,430) (5,517) (5,154) Favorable tax settlement (27,486) (20,177) - Other 6,899 5,915 6,113 Provision for income taxes $286,585 $260,449 $259,221 Temporary differences create deferred tax assets and liabilities which are detailed below for December 31, 1996 and 1995: Deferred Tax Assets (Liabilities) (In thousands) 1996 1995 Loan loss reserve $256,689 $266,403 Depreciation (17,429) (13,345) Employee benefits (39,799) (62,559) Unrealized gains on investment securities (987,129) (714,593) Leasing (89,370) (86,915) Other real estate 15,590 16,956 Other (12,053) (12,703) Total deferred liability ($873,501) ($606,756) SunTrust and its subsidiaries file consolidated income tax returns where permissible. Each subsidiary remits current taxes to or receives current refunds from the Parent Company based on what would be required had the subsidiary filed an income tax return as a separate entity. The Company's federal and state income tax returns are subject to review and examination by government authorities. Various such examinations are now in progress covering SunTrust's income tax returns for certain prior years. In the opinion of management, any adjustments which may result from these examinations will not have a material effect on the Company's consolidated financial statements. Note 11 - Employee Benefit Plans SunTrust sponsors various incentive plans for eligible, participating employees. The 401(k) and Performance Bonus Plans are the profit sharing plans which have the broadest participation among employees. The qualified 401(k) plan awards amounts to employees based on employee pre-tax contributions, which are a percentage of compensation, and based on the Company's earnings performance. The Performance Bonus Plan awards cash amounts to employees based on compensation and earnings performance. A Management Incentive Plan for key executives provides for annual cash awards, if any, based on compensation and earnings performance. The Performance Unit Plan for key executives provides awards, if any, based on a multi-year earnings performance in relation to earnings goals as established by the Compensation Committee (Committee) of the Company's Board of Directors. The Company also sponsors an Executive Stock Plan (Stock Plan) under which the Committee has the authority to grant stock options and Performance Restricted Stock (Performance Stock) to key employees of the Company. Ten million shares of common stock are reserved for issuance under the plan of which no more than five million shares may be issued as Performance Stock. Options granted are at no less than the fair market value of a share of stock on the grant date and may be either tax qualified incentive stock options or nonqualified options. The Company does not record expense as a result of the grant or exercise of any of the stock options. With respect to Performance Stock, shares must be granted, awarded and vested before participants take full title. After Performance Stock is granted by the Committee, specified portions are awarded based on increases in the average market value of SunTrust common stock from the initial price specified by the Committee. Awards vest on the earlier of: (i) fifteen years after the date shares are awarded to participants; (ii) attaining age 64; (iii) death or disability of a participant; or (iv) a change in control of the Company as defined in the Stock Plan. Dividends are paid on awarded and unvested Performance Stock, and participants may exercise voting privileges on such shares. The compensation element for Performance Stock (which is deferred and shown as a reduction of shareholders' equity) is equal to the fair market value of the shares at the date of award and is amortized to compensation expense over the period from the award date to age 64 or the 15th anniversary of the award date, whichever comes first. Compensation expense related to the incentive plans for the three years ended December 31 were as follows: (In thousands) 1996 1995 1994 401(k) Plan and Performance Bonus Plan $28,737 $30,552 $34,049 Management Incentive Plan and Performance Unit Plan 16,500 15,929 16,172 Performance Stock 10,985 6,132 5,062 The following table presents information on stock options and Performance Stock: Stock Options Performance Stock Weighted Average Price Exercise Deferred (In thousands) Shares Range Price Shares Compensation Balance, January 1, 1994 3,741,452 $ 6.81 - 21.63 $12.32 3,023,600 $37,430 Granted 325,200 23.56 - 24.69 24.66 - - Exercised/Vested (694,260) 6.81 - 21.63 10.97 (120,400) - Cancelled, expired/Forfeited (2,000) 21.63 21.63 (62,000) (1,029) Amortization of compensation for Performance Stock - (5,062) Balance, December 31, 1994 3,370,392 8.19 - 24.69 13.78 2,841,200 31,339 Granted 1,167,500 30.25 - 33.19 32.01 578,000 16,879 Exercised/Vested (754,786) 8.19 - 24.69 12.08 (80,400) - Cancelled, expired/Forfeited (7,000) 11.50 - 11.63 11.56 (60,800) (1,134) Amortization of compensation for Performance Stock - (6,132) Balance, December 31, 1995 3,776,106 8.23 - 33.19 19.76 3,278,000 40,952 Granted 583,400 46.63 46.63 543,200 20,835 Exercised/Vested (906,121) 9.50 - 33.19 13.47 (35,200) - Cancelled, expired/Forfeited (9,076) 8.23 - 33.19 16.29 (64,000) (1,338) Amortization of compensation for Performance Stock (10,985) Balance, December 31, 1996 3,444,309 $ 9.50 - 46.63 $25.97 3,722,000 $49,464 The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," issued in October 1995. As permitted by the provisions of SFAS No. 123, the Company applies APB Opinion 25 and related interpretations in accounting for its stock option plans and, accordingly, does not recognize compensation cost. If the Company had elected to recognize compensation cost for options granted in 1995 and 1996, based on the fair value of the options granted at the grant date as prescribed by SFAS No. 123, net income and earnings per share would have been reduced to the pro forma amounts indicated below: (In millions except per share data): 1996 1995 Net income - as reported $616.6 $565.5 Net income - pro forma 616.0 562.7 Earnings per share - as reported 2.76 2.47 Earnings per share - pro forma 2.76 2.46 The weighted average fair values of options granted during 1996 and 1995 were $9.73 and $11.71 per share, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: 1996 1995 Expected dividend yield 1.93% 2.40% Expected stock price volatility 11.5% 11.5% Risk-free interest rate 6.54% 6.24% Expected life of options 5 years 5 years At December 31, 1996, options for 2,860,909 shares were exercisable with a weighted average exercise price of $21.76. The weighted average remaining contractual life of all options at December 31, 1996 was 6.5 years. SunTrust maintains a noncontributory qualified retirement plan (Plan) covering all employees meeting certain age and service requirements. The Plan provides benefits based on salary and years of service. The Company funds the Plan with at least the minimum amount required by federal regulations. The Plan assets consist of listed common stocks, U.S. government and agency securities and units of certain trust funds administered by subsidiary banks of the Company. No shares of SunTrust common stock are included in the assets of the Plan. The Plan's net periodic expense is summarized as follows: Year Ended December 31 (In thousands) 1996 1995 1994 Service cost - benefits earned during the period $23,990 $21,286 $21,754 Interest cost on projected benefit obligations 27,735 25,364 21,860 Actual return on Plan assets (54,120) (89,162) 11,053 Net amortization and deferral 10,788 47,556 (48,184) Net periodic Plan expense $8,393 $5,044 $6,483 Actuarial Assumptions: Weighted average discount rate 7.75% 7.50% 8.25% Rate of increase in future compensation levels 4.00 4.00 4.50 Long-term weighted average rate of return 9.25 9.25 9.25 The funded status of the Plan at December 31 was as follows: (In thousands) 1996 1995 Actuarial present value of benefit obligations: Accumulated benefit obligation, including vested benefits of $277,255 in 1996 and $258,104 in 1995 $(317,399) $(296,707) Projected benefit obligation for service rendered to date $(364,945) $(345,536) Plan assets at fair value 493,694 437,576 Plan assets in excess of projected benefit obligation 128,749 92,040 Unrecognized net (gain)loss since transition 51,220 67,831 Unrecognized prior service cost (13,887) (17,188) Unrecognized net asset at transition being amortized over 14 years (17,381) (21,589) Prepaid pension expense included in other assets $ 148,701 $ 121,094 SunTrust also has a nonqualified defined benefit plan that covers key executives of the Company for which cost is accrued but is unfunded. At December 31, 1996 and 1995, the projected benefit obligation for this plan was $14.7 million and $14.7 million. Included in other liabilities at December 31, 1996 and 1995, is $12.4 million and $12.1 million representing accumulated benefit obligations. The expense of the nonqualified plan was $3.1 million, $3.5 million, and $3.2 million in 1996, 1995 and 1994. Although not under contractual obligation, SunTrust provides certain health care and life insurance benefits to current and retired employees. As currently structured, substantially all employees become eligible for benefits upon full-time employment and, at the option of SunTrust, may continue them if they reach retirement age while working for the Company. Certain benefits are prefunded in taxable and tax-exempt trusts. The Retiree Health Plan provides medical benefits for retirees and eligible dependents under indemnity and managed care arrangements with costs shared by SunTrust and the retiree. For employees who retired on or prior to January 1, 1993, it is anticipated that future cost increases will be shared by SunTrust and these retirees through increased deductibles, co-insurance, and retiree contributions. For employees who retired after January 1, 1993, SunTrust's cost sharing will remain fixed at the 1993 level and future cost increases will be paid solely by these retirees. The Retiree Life Plan provides a fixed life insurance amount to eligible current retirees and current active employees who reach retirement age while working for the Company. The cost of this benefit is entirely paid for by the Company. The Retiree Health and Life benefits are prefunded in a Voluntary Employees' Beneficiary Association (VEBA). As of December 31, 1996, these Plan assets consist of common trust funds, U.S. government securities, corporate bonds and notes and a cash equivalent cash reserve fund. The Retiree Health and Life Plans' net periodic expense for the three years ended December 31 totaled: (In thousands) 1996 1995 1994 Service cost - benefits earned during the period $1,505 $1,277 $1,809 Interest cost on projected benefit obligations 6,182 5,730 5,239 Actual return on plan assets (9,192) (16,128) 3,110 Deferral of asset gain (loss) 3,007 10,688 (9,047) Amortization of transition obligation 2,893 2,892 2,892 Net cost $4,395 $4,459 $4,003 Actuarial assumptions: Weighted average discount rate 7.75% 7.50% 8.25% Health care cost trend rate: Pre-medicare (for 1996, equal adjustments until leveling out at 5.5% in 2004) 11.25 12.00% 12.00% Post-medicare (for 1996, equal adjustments until leveling out at 5.5% in 2006) 10.50 11.00 11.00 Long-term weighted average rate of return 6.50 6.50 6.50 The funded status of the Retiree Health and Life Plan at December 31 was as follows: (In thousands) 1996 1995 Accumulated postretirement benefit obligation (APBO): Fully eligible actives $(8,818) $(9,258) Other actives (15,499) (14,894) Retirees (57,202) (50,948) Total APBO (81,519) (75,100) Plan assets at fair value 105,171 103,382 Plan assets in excess of APBO 23,652 28,282 Unrecognized net (gain) or loss 12,766 9,638 Unrecognized prior service cost - - Unrecognized net transition obligation 46,281 49,174 Prepaid postretirement benefit expense included in other assets $82,699 $87,094 Incremental effect of 1% increase in the health care trend rate on total APBO $(4,364) $(4,134) Note 12 - Off-Balance Sheet Financial Instruments In the normal course of business, the Company utilizes various financial instruments to meet the needs of customers and to manage the Company's exposure to interest rate and other market risks. These financial instruments, which consist of derivatives contracts and credit-related arrangements, involve, to varying degrees, elements of credit and market risk in excess of the amount recorded on the balance sheet. Credit risk represents the potential loss that may occur because a party to a transaction fails to perform according to the terms of the contract. Market risk is the possibility that a change in interest or currency exchange rates will cause the value of a financial instrument to decrease or become more costly to settle. The contract/notional amounts of financial instruments, which are not included in the consolidated balance sheet, do not necessarily represent credit or market risk. However, they can be used to measure the extent of involvement in various types of financial instruments. The Company controls the credit risk of its off-balance sheet portfolio by limiting the total amount of arrangements outstanding by individual counterparty; by monitoring the size and maturity structure of the portfolio; by obtaining collateral based on management's credit assessment of the counterparty; and by applying uniform credit standards maintained for all activities with credit risk. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties. In addition, the Company enters into master netting agreements which incorporate the right of set-off to provide for the net settlement of covered contracts with the same counterparty in the event of default or other termination of the agreement. At December 31, 1996 At December 31, 1995 Contract or Notional Amount Contract or Notional Amount Credit Credit For Risk For Risk (In millions) End User Customers Amount End User Customers Amount Derivatives contracts: Interest rate contracts: Swaps $ 2,255 $1,174 $ 36 $ 349 $ 855 $ 29 Futures and forwards - 20 - - - - Options written - 468 - - 431 Options purchased - 471 - - 393 Total interest rate contracts 2,255 2,133 36 349 1,679 29 Foreign exchange rate contracts 257 - 3 164 - 2 Commodity and other contracts 9 - - - - Total derivatives contracts $ 2,521 $2,133 39 $ 513 $1,679 $ 31 Credit-related arrangements: Commitments to extend credit 19,134 19,134 $13,649 13,649 Standby letters of credit and similar arrangements 3,195 3,195 2,905 2,905 Total credit-related arrangements $22,329 $22,329 $16,554 16,554 When-issued securities: Commitments to sell 297 - 190 - Commitments to purchase - 9 - Total credit risk amount $22,368 $16,585 Derivatives The Company enters into various derivatives contracts in managing its own interest rate risk and in a dealer capacity as a service for customers. Where contracts have been created for customers, the Company enters into offsetting positions to eliminate its exposure to interest rate risk. Interest rate swaps are contracts in which a series of interest rate flows, based on a specific notional amount and a fixed and floating interest rate, are exchanged over a prescribed period. Interest rate options, which include caps and floors, are contracts which transfer, modify, or reduce interest rate risk in exchange for the payment of a premium when the contract is issued. The notional or contract amount of interest rate contracts is not a measure of credit risk. The true measure of credit exposure is the replacement cost of contracts which have become favorable to the Company, the mark-to-market exposure amount. The Company monitors its sensitivity to changes in interest rates and uses interest rate swap contracts to limit the volatility of net interest income. At December 31, 1996 and 1995 there were no deferred gains or losses relating to terminated interest rate swap contracts. The Company records all swap income and expense in the interest expense category. The total reductions of interest expense for 1996, 1995 and 1994 were ($1.0) million, $10.1 million and $30.6 million. Included in those amounts are $2.3 million, $0.5 million, and $0.4 million representing income from swaps entered into for customers. Futures and forwards are contracts for the delayed delivery of securities or money market instruments in which the seller agrees to deliver on a specified future date, a specified instrument, at a specified price or yield. Futures contracts settle in cash daily; therefore, there is minimal credit risk to the Company. The credit risk inherent in forwards arises from the potential inability of counterparties to meet the terms of their contracts. Both futures and forwards are also subject to the risk of movements in interest rates or the value of the underlying securities or instruments. The Company also enters into transactions involving "when-issued securities". When-issued securities are commitments to purchase or sell securities authorized for issuance but not yet actually issued. Accordingly, they are not recorded on the balance sheet until issued. The credit risk in commitments to purchase is represented by the contract amount since the underlying instrument that the Company is obligated to buy is subject to credit risk. Credit-Related Arrangements In meeting the financing needs of its customers, the Company issues commitments to extend credit, standby and other letters of credit and guarantees. The Company also provides securities lending services. For these instruments, the contractual amount of the financial instrument represents the maximum potential credit risk if the counterparty does not perform according to the terms of the contract. A large majority of these contracts expire without being drawn upon. As a result, total contractual amounts do not represent actual future credit exposure or liquidity requirements. Commitments to extend credit are agreements to lend to a customer who has complied with predetermined contractual conditions. Commitments generally have fixed expiration dates. Standby letters of credit and guarantees are conditional commitments issued by the Company generally to guarantee the performance of a customer to a third party in borrowing arrangements, such as of commercial paper, bond financing and similar transactions. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers and may be reduced by selling participations to third parties. The Company holds collateral to support those standby letters of credit and guarantees for which collateral is deemed necessary. Note 13 - Concentrations of Credit Risk Credit risk represents the maximum accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted and any collateral or security proved to be of no value. Concentrations of credit risk or types of collateral (whether on- or off- balance sheet) arising from financial instruments exist in relation to certain groups of customers or types of collateral. A group concentration arises when a number of counterparties have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The Company does not have a significant concentration to any individual customer or counterparty except for the U.S. government and its agencies. The major concentrations of credit risk for the company arise by collateral type in relation to loans and credit commitments. The only significant concentration that exists is in loans secured by residential real estate. At December 31, 1996 the Company had $11.5 billion in loans and an additional $2.1 billion in commitments to extend credit for loans secured by residential real estate. A geographic concentration arises because the Company operates primarily in the Southeastern United States. Note 14 - Fair Values of Financial Instruments The following table presents the carrying amounts and fair values of the Company's financial instruments at December 31, 1996 and 1995: 1996 1995 Carrying Fair Carrying Fair (In thousands) Amount Value Amount Value Financial assets: Cash and short-term investments $ 4,772,615 $ 4,772,615 $ 3,969,559 $ 3,969,559 Trading account 80,377 80,377 96,613 96,613 Investment securities 10,551,166 10,551,166 9,676,934 9,676,934 Loans 35,404,171 35,770,163 31,301,389 31,937,748 Financial liabilities: Deposits 36,890,389 36,878,671 33,183,194 33,245,721 Short-term borrowings 6,915,653 6,915,653 6,378,221 6,378,221 Long-term debt 1,565,341 1,563,294 1,002,397 1,022,962 Off-balance sheet financial instruments: Interest rate swaps: In a net receivable position 19,658 7,170 In a net payable position (11,655) (6,806) Commitments to extend credit 11,003 8,758 Standby letters of credit 1,418 1,295 Other 3 2 The following methods and assumptions were used by the Company in estimating the fair value of financial instruments. * Short-term financial instruments are valued at their carrying amounts reported in the balance sheet, which are reasonable estimates of fair value due to the relatively short period to maturity of the instruments. This approach applies to cash and short-term investments, short-term borrowings and certain other liabilities. Investment securities and trading account assets are valued at quoted market prices where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments except in the case of certain options and swaps where pricing models are used. * Loans are valued on the basis of estimated future receipts of principal and interest, discounted at rates currently being offered for loans with similar terms and credit quality. Loan prepayments are assumed to occur at the same rate as in previous periods when interest rates were at levels similar to current levels. The fair values for certain mortgage loans and credit card loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. The carrying amount of accrued interest approximates its fair value. * Deposit liabilities with no defined maturity such as demand deposits, NOW/money market accounts and savings accounts have a fair value equal to the amount payable on demand at the reporting date, i.e., their carrying amounts. Fair values for certificates of deposit are estimated using a discounted cash flow calculation that applies current interest rates to a schedule of aggregated expected maturities. The intangible value of long-term relationships with depositors is not taken into account in estimating values. * Fair values for long-term debt are based on quoted market prices for similar instruments or estimated using discounted cash flow analyses and the Company's current incremental borrowing rates for similar types of instruments. * Fair values for off-balance-sheet instruments (futures, swaps, forwards, options, guarantees, and lending commitments) are based on quoted market prices, current settlement values, or pricing models or other formulas. Note 15- Contingencies The Company and its subsidiaries are parties to numerous claims and lawsuits arising in the course of their normal business activities, some of which involve claims for substantial amounts. Although the ultimate outcome of these suits cannot be ascertained at this time, it is the opinion of management that none of these matters, when resolved, will have a material effect on the Company's consolidated results of operations or financial position. Note 16 - SunTrust Banks, Inc. (Parent Company Only) Financial Information STATEMENTS OF INCOME Year Ended December 31 (In thousands) 1996 1995 1994 OPERATING INCOME From subsidiaries: Dividends - substantially all from banking subsidiaries $464,813 $417,255 $330,318 Service fees 74,812 46,649 41,327 Interest on loans 17,950 13,218 8,088 Other income 102 128 162 Other operating income<F1> 21,945 1,291 7,966 Total operating income 579,622 478,541 387,861 OPERATING EXPENSE Interest on short-term borrowings 21,827 22,727 9,913 Interest on long-term debt 69,010 56,866 53,101 Salaries and employee benefits 48,236 39,972 27,957 Amortization of intangible assets 7,660 7,660 7,686 Service fees to subsidiaries 17,804 14,130 7,769 Other operating expense <F2> 102,176 30,758 26,404 Total operating expense 266,713 172,113 132,830 Income before income taxes and equity in undistributed income of subsidiaries 312,909 306,428 255,031 Income tax benefit 83,949 56,365 23,499 Income before equity in undistributed income of subsidiaries 396,858 362,793 278,530 Equity in undistributed income of subsidiaries 219,757 202,683 244,214 NET INCOME $616,615 $565,476 $522,744 <FN> <F1> Other expense for 1996 contains expenses incurred on behalf of certain banking subsidiaries in connection with the Company's growth initiatives. <F2> Other operating income for 1996 includes a $16.2 million securities gain from the sale of a long-held minority position in a Florida bank. BALANCE SHEETS December 31 (Dollars in thousands) 1996 1995 ASSETS Cash in subsidiary banks $ 9,376 $ 12,777 Interest-bearing deposits in banks 1,521 29,186 Loans to subsidiaries 337,503 268,390 Investment in capital stock of subsidiaries stated on the basis of the Company's equity in subsidiaries' capital accounts: Banking subsidiaries 4,848,750 4,375,941 Nonbanking and holding company subsidiaries 946,959 658,304 Premises and equipment 22,561 21,648 Intangible assets 114,812 122,471 Other assets - Note 11 474,998 264,520 Total Assets $6,756,480 $5,753,237 LIABILITIES Short-term borrowings from: Subsidiaries $ 83,197 $ 3,600 Non-affiliated companies - Note 7 417,224 398,610 Long-term debt - Note 8 1,153,294 827,343 Other liabilities - Notes 10 and 11 222,785 254,103 Total Liabilities 1,876,500 1,483,656 SHAREHOLDERS' EQUITY - Note 9 Preferred stock, no par value; 50,000,000 shares authorized; none issued - - Common stock, $1.00 par value; 350,000,000 shares authorized<F1> 225,608 243,644 Additional paid in capital 310,612 321,541 Retained earnings 2,972,900 3,417,801 Treasury stock and other<F2> (230,918) (871,953) Realized Shareholders' Equity 3,278,202 3,111,033 Unrealized gains on investment securities, net of taxes 1,601,778 1,158,548 Total Shareholders' Equity 4,879,980 4,269,581 Total Liabilities and Shareholders' Equity $6,756,480 $5,753,237 <FN> <F1> Common shares outstanding 220,469,001 225,725,779 <F2> Treasury shares of common stock 5,139,056 17,918,505 STATEMENTS OF CASH FLOW Year Ended December 31 (In thousands) 1996 1995 1994 CASH FLOW FROM OPERATING ACTIVITIES Net income $616,615 $565,476 $522,744 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed income of subsidiaries (219,757) (202,683) (251,532) Depreciation and amortization 11,610 10,658 9,869 Securities gains (17,145) - (3) Deferred income tax benefit 5,068 19,918 4,917 Changes in period end balances of: Prepaid expenses (32,211) (31,511) (29,744) Other assets (182,108) 468 (11,340) Taxes payable (46,374) 12,439 (8,732) Interest payable 5,838 (1,079) 1,387 Other accrued expenses 20,094 27,410 39,198 Net cash provided by operating activities 161,630 401,096 276,764 CASH FLOW FROM INVESTING ACTIVITIES Proceeds from sales and maturities of investment securities 23,494 6,000 71 Purchase of investment securities (219) (9) (111) Net change in loans to subsidiaries (69,113) (97,255) 15,708 Net funds paid in acquisition 5,636 - - Capital expenditures (8,231) (11,229) (6,758) Capital contributions to subsidiaries (96,822) (90,355) (120,094) Other, net 4,143 15,264 87,100 Net cash used in investing activities (141,112) (177,584) (24,084) CASH FLOW FROM FINANCING ACTIVITIES: Net change in short-term borrowings 98,211 140,731 (40,292) Proceeds from issuance of long-term debt 407,500 42,330 400,000 Repayment of long-term debt (81,549) (2,723) (106,625) Proceeds from the exercise of stock options 5,465 4,814 4,023 Payments to acquire treasury stock (297,319) (204,824) (348,540) Dividends paid (183,892) (168,660) (157,116) Net cash used in financing activities (51,584) (188,332) (248,550) Net increase (decrease) in cash and cash equivalents (31,066) 35,180 4,130 Cash and cash equivalents at beginning of year 41,963 6,783 2,653 Cash and cash equivalents at end of year $ 10,897 $ 41,963 $ 6,783 SUPPLEMENTAL DISCLOSURE Income taxes received from subsidiaries $336,898 $322,440 $288,394 Income taxes paid by Parent Company (290,450) (253,228) (266,064) Net income taxes received by Parent Company 46,448 69,212 22,330 Interest paid $ 84,310 $ 80,077 $ 60,993 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholders of SunTrust Banks, Inc. We have audited the accompanying consolidated balance sheets of SunTrust Banks, Inc. (a Georgia corporation) and subsidiaries as of December 31, 1996 and 1995 and the related consolidated statements of income, shareholders' equity and cash flow for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of SunTrust Banks, Inc. and subsidiaries as of December 31, 1996 and 1995, and the results of their operations and their cash flow for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Atlanta, Georgia January 31, 1997 Corporate Headquarters Shareholders of Record SunTrust Banks, Inc. SunTrust has 27,943 shareholders of 303 Peachtree Street, N.E. record as of December 31, 1996. In Atlanta, Georgia 30308-3201 addition, approximately 14,250 (404) 588-7711 SunTrust employees own stock through the Company's 401(k) program. Corporate Mailing Address SunTrust Banks, Inc. Debt ratings P.O. Box 4418 SunTrust Banks, Inc. debt ratings Atlanta, Georgia 30302-4418 are as follows: Senior Long-term debt Notice of Annual Meeting Moody's Investors Service, Inc.: A1 The Annual Meeting of Shareholders Standard & Poor's Corp.: A+ will be held on Tuesday, April 15, Thomson BankWatch: AA 1997, at 9:30 a.m. in Room 10 of Commercial Paper the SunTrust Bank, Atlanta Tower Moody's Investors Service, Inc.:P-1 at 25 Park Place, Atlanta Standard & Poor's Corp.: A-1 Thomson BankWatch: TNW-1 Stock Trading SunTrust Banks, Inc. common stock is Financial Information traded on the New York Stock Those seeking information should Exchange under the symbol "STI". contact: James C. Armstrong Shareholder Services (404) 588-7425 Shareholders who wish to change the or name, address, or ownership of stock, Margaret L. Fisher to report lost certificates, or to (404) 586-6416 consolidate accounts, should contact the Transfer Agent: Internet Information To access information about STI, SunTrust Bank, Atlanta including news releases and product P. O. Box 4625 information, visit the SunTrust home Atlanta, Georgia 30302-4625 page on the World Wide Web. The (404) 588-7815 address is http://www.SunTrust.com (800) 568-3476 Independent Public Accountants Dividend Reinvestment Arthur Andersen & Co. SunTrust offers a Dividend Atlanta, Georgia Reinvestment Plan that provides automatic reinvestment of dividends Corporate Counsel in additional shares of SunTrust King & Spalding common stock. For information, Atlanta, Georgia contact: SunTrust and its subsidiaries are Stock Transfer Department Equal Opportunity Employers. SunTrust Bank Atlanta P.O. Box 4625 Banks in the SunTrust group are Atlanta, Georgia 30302-4625 members of the Federal Deposit (404) 588-7822 Insurance Corporation.