FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 1998 Commission File Number 1-8918 SUNTRUST BANKS, INC. (Exact name of registrant as specified in its charter) Georgia 58-1575035 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 303 Peachtree Street, N.E., Atlanta, Georgia 30308 (Address of principal executive offices) (Zip Code) (404) 588-7711 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __X__ No _____ At April 30, 1998, 211,107,402 shares of the Registrant's Common Stock, $1.00 par value were outstanding. Page 1 TABLE OF CONTENTS PART I FINANCIAL INFORMATION Page Item 1. Financial Statements (Unaudited) Consolidated Statements of Income 3 Consolidated Balance Sheets 4 Consolidated Statements of Cash Flows 5 Consolidated Statements of Stockholders' Equity 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-21 PART II OTHER INFORMATION Item 1. Legal Proceedings 22 Item 2. Changes in Securities 22 Item 3. Defaults Upon Senior Securities 22 Item 4. Submission of Matters to a Vote of Security Holders 22 Item 5. Other Information 22 Item 6. Exhibits and Reports on Form 8-K 22 SIGNATURES 22 PART I - FINANCIAL INFORMATION The following unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, and accordingly do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 1998 are not necessarily indicative of the results that may be expected for the full year 1998. Page 2 CONSOLIDATED STATEMENTS OF INCOME Three Months Ended March 31 (Dollars in thousands except per share data)(Unaudited)<F1> 1998 1997 Interest Income Interest and fees on loans $ 804,347 $ 716,152 Interest and dividends on investment securities Taxable interest 117,528 110,690 Tax-exempt interest 8,644 10,650 Dividends (1) 10,845 9,205 Interest on funds sold 15,609 14,048 Interest on deposits in other banks 163 274 Other interest 2,260 2,064 Total interest income 959,396 863,083 Interest Expense Interest on deposits 284,512 276,964 Interest on funds purchased 100,555 77,707 Interest on other short-term borrowings 23,517 18,438 Interest on long-term debt 61,392 27,498 Total interest expense 469,976 400,607 Net Interest Income 489,420 462,476 Provision for loan losses 28,626 26,190 Net interest income after provision for loan losses 460,794 436,286 Noninterest Income Trust income 93,099 78,370 Service charges on deposit accounts 62,140 59,742 Other charges and fees 71,359 51,139 Credit card fees 20,461 18,805 Securities gains (losses) 910 1,391 Other noninterest income 38,348 16,355 Total noninterest income 286,317 225,802 Noninterest Expense Salaries and other compensation 235,058 202,408 Employee benefits 34,375 32,382 Net occupancy expense 33,072 32,530 Equipment expense 32,007 30,147 Operating supplies 8,967 9,601 Marketing and customer development 17,259 16,802 Postage and delivery 10,795 11,338 Outside processing and software 21,957 14,888 Other noninterest expense 77,574 63,908 Total noninterest expense 471,064 414,004 Income before income taxes 276,047 248,084 Provision for income taxes 95,173 87,028 Net Income $ 180,874 $ 161,056 Average common shares - diluted 211,693,568 218,226,968 Average common shares - basic 208,441,847 214,939,509 Net income per average common share - diluted $ 0.85 $ 0.74 Net income per average common share - basic 0.87 0.75 Dividends declared per common share 0.250 0.225 (1) Includes dividends on common stock of The Coca-Cola Company 7,240 6,757 <FN> <F1>See notes to consolidated financial statements Page 3 CONSOLIDATED BALANCE SHEETS March 31 December 31 March 31 (Dollars in thousands)(Unaudited)<F1> 1998 1997 1997 Assets Cash and due from banks $ 2,550,594 $ 2,991,263 $ 2,755,113 Interest-bearing deposits in other banks 11,053 15,417 58,522 Trading account 127,734 178,434 346,819 Investment securities (1) 12,003,611 11,729,298 10,747,319 Funds sold 1,017,059 996,583 1,310,143 Loans 41,264,007 40,135,505 36,428,048 Reserve for loan losses (758,488) (751,830) (734,501) Net loans 40,505,519 39,383,675 35,693,547 Premises and equipment 969,490 964,169 944,314 Intangible assets 429,727 292,370 277,216 Customers' acceptance liability 358,938 488,632 488,917 Other assets 1,916,507 942,895 1,111,369 Total assets $ 59,890,232 $ 57,982,736 $ 53,733,279 Liabilities & Shareholders' Equity Noninterest-bearing deposits $ 8,524,404 $ 8,927,796 $ 8,176,616 Interest-bearing deposits 28,220,179 29,269,732 28,484,693 Total deposits 36,744,583 38,197,528 36,661,309 Funds purchased 7,757,380 6,483,055 6,285,390 Other short-term borrowings 1,573,718 1,989,415 1,765,397 Long-term debt 4,189,360 3,171,832 1,721,319 Acceptances outstanding 358,938 488,632 488,917 Other liabilities 3,513,023 2,452,892 1,995,097 Total liabilities 54,137,002 52,783,354 48,917,429 Preferred stock, no par value; 50,000,000 shares authorized; none issued - - - Common stock, $1.00 par value; 350,000,000 shares authorized 213,108 211,608 225,608 Additional paid in capital 396,726 296,751 302,749 Retained earnings 2,879,944 2,751,645 3,085,532 Treasury stock and other (107,619) (109,503) (465,914) Realized shareholders' equity 3,382,159 3,150,501 3,147,975 Accumulated other comprehensive income 2,371,071 2,048,881 1,667,875 Total shareholders' equity 5,753,230 5,199,382 4,815,850 Total liabilities and shareholders' equity $ 59,890,232 $ 57,982,736 $ 53,733,279 Common shares outstanding 211,521,440 209,909,204 215,889,057 Treasury shares of common stock 1,586,617 1,698,853 9,719,000 (1) Includes unrealized gains (losses) on investment securities $ 3,832,666 $ 3,311,979 $ 2,695,129 <FN> <F1>See notes to consolidated financial statements. Page 4 CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31 (Dollars in thousands)(Unaudited)<F1> 1998 1997 Cash flows from operating activities: Net income $ 180,874 $ 161,056 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 41,683 36,878 Provision for loan losses 28,626 26,190 Provision for losses on other real estate 478 536 Amortization of compensation element of restricted stock 2,354 2,330 Securities (gains) and losses, net (910) (1,391) (Gains) and losses on sale of equipment, other real estate and repossessed assets, net (22,543) (5,856) Recognition of unearned loan income (21,272) (58,310) Originations of loans for sale (776,188) (675,643) Proceeds from sale of loans 777,183 661,772 Change in period-end balances of: Trading account 50,700 (266,442) Interest receivable (18,296) (3,743) Prepaid expenses (41,578) (22,647) Other assets (891,608) (254,489) Taxes payable 87,005 79,310 Interest payable 1,057 (9,377) Other liabilities 775,991 182,456 Net cash provided by (used in) operating activities 173,556 (147,370) Cash flows from investing activities: Proceeds from maturities of investment securities 758,082 326,174 Proceeds from sales of investment securities 147,780 320,484 Purchases of investment securities (644,154) (734,382) Net decrease (increase) in loans (1,121,844) (965,931) Capital expenditures (35,819) (204,434) Proceeds from sale of equipment, other real estate and repossessed assets 10,562 2,369 Net funds received in acquisitions 13,420 - Other (20,638) (7,503) Net cash used in investing activities (892,611) (1,263,223) Cash flows from financing activities: Net decrease in deposits (1,452,945) (229,080) Net increase in funds purchased and other short-term borrowings 847,025 1,135,134 Proceeds from the issuance of long-term debt 1,274,131 240,798 Repayment of long-term debt (256,603) (84,820) Proceeds from the exercise of stock options 1,029 2,722 Payments to acquire treasury stock (65,564) (254,574) Dividends paid (52,575) (48,424) Net cash provided by financing activities 294,498 761,756 Net decrease in cash and cash equivalents (424,557) (648,837) Cash and cash equivalents at beginning of period 4,003,263 4,772,615 Cash and cash equivalents at end of period $ 3,578,706 $ 4,123,778 Supplemental Disclosure Interest paid $ 471,033 $ 391,230 Taxes paid 9,142 7,286 <FN> <F1>See notes to consolidated financial statements Page 5 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Accumulated Additional Treasury Other Common Paid in Retained Stock and Comprehensive (Dollars in thousands)(Unaudited)<F1> Stock Capital Earnings Other<F2> Income Total Balance, January 1, 1997 $ 225,608 $ 310,612 $2,972,900 $(230,918) $1,601,778 $4,879,980 Net income - - 161,056 - - 161,056 Cash dividends declared on common stock, $0.225 per share - - (48,424) - - (48,424) Proceeds from exercise of stock options - (8,973) - 11,695 - 2,722 Acquisition of treasury stock - - - (254,574) - (254,574) Issuance of treasury stock for 401(k) - 1,110 - 5,553 - 6,663 Issuance, net of forfeitures, of treasury stock as restricted stock - - - (1,017) - (1,017) Compensation element of restricted stock - - - 1,017 - 1,017 Amortization of compensation element of restricted stock - - - 2,330 - 2,330 Change in unrealized gains (losses) on securities, net of taxes - - - - 66,097 66,097 Balance, March 31, 1997 $ 225,608 $ 302,749 $3,085,532 $(465,914) $1,667,875 $4,815,850 Comprehensive Income - March 31, 1997 $ 227,153 Balance, January 1, 1998 $ 211,608 $ 296,751 $2,751,645 $(109,503) $2,048,881 $5,199,382 Net income - - 180,874 - - 180,874 Cash dividends declared on common stock, $0.25 per share - - (52,575) - - (52,575) Proceeds from exercise of stock options - (9,794) - 10,823 - 1,029 Issuance of common stock for acquisitions 1,500 - - - - 1,500 Issuance of treasury stock for acquisition - 109,268 - 47,257 - 156,525 Acquisition of treasury stock - - - (65,564) - (65,564) Issuance of treasury stock for 401(k) - 280 - 7,235 - 7,515 Issuance, net of forfeitures, of treasury stock as restricted stock - 221 - 8,927 - 9,148 Compensation element of restricted stock - - - (9,148) - (9,148) Amortization of compensation element of restricted stock - - - 2,354 - 2,354 Change in unrealized gains (losses) on securities, net of taxes - - - - 322,190 322,190 Balance, March 31, 1998 $ 213,108 $ 396,726 $2,879,944 $(107,619) $2,371,071 $5,753,230 Comprehensive Income - March 31, 1998 $ 503,064 <FN> <F1>See notes to consolidated financial statements. <F2>Balance at March 31, 1997 includes $419,796 for Treasury Stock and $46,118 for Deferred Compensation. Balance at March 31, 1998 includes $42,785 for Treasury Stock and $64,834 for Deferred Compensation. Page 6 Notes to Consolidated Financial Statements (Unaudited) Note 1 - Accounting Policies The consolidated interim financial statements of SunTrust Banks, Inc. ("SunTrust" or "The Company") are unaudited. All significant intercompany accounts and transactions have been eliminated. These financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 1997. Note 2 - Recent Accounting Developments In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information, which is effective for annual and interim periods beginning after December 15, 1997. However, this statement is not required in interim financial statements in the initial year of its application. This statement establishes standards for the method that public entities use to report information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in interim financial reports issued to shareholders. It also establishes standards for related disclosures about products and services, geographical areas and major customers. The anticipated disclosure, when fully implemented, will provide required information by reportable operating segment using the current internal management reporting system which is prepared on a geographic basis. During the first quarter of 1998, the American Institute to Certified Public Accountants issued Statement of Position (SOP) 98-1, "Accounting for Costs of Computer Software Developed or Obtained for Internal Use". SOP 98-1 requires capitalization of computer software costs that meet certain criteria. The statement is effective for fiscal years beginning after December 15, 1998. Adoption of SOP 98-1 is not expected to have a material effect on the Company's financial position or results of operations. Note 3 - Derivative Financial Instruments Derivatives are used to hedge interest rate exposures by modifying the interest rate characteristics of related balance sheet instruments. The specific criteria required for derivatives used for such purposes are described below. Derivatives that do not meet these criteria are carried at market value with changes in value recognized currently in earnings in the current period. It is not the Company's policy to hold derivatives that do not qualify as hedges. There has not been a material change in derivative related market risk this quarter. Derivatives used as hedges must be effective at reducing the risk associated with the exposure being hedged and must be designated as a hedge at the inception of the derivative contract. Derivatives used for hedging purposes include swaps, forwards, futures, and purchased options. The fair values of derivative contracts are carried off-balance sheet and the unrealized gains and losses on these contracts are generally deferred. The interest component is recognized over the life of the contract in net interest income for derivatives used as hedges or those used to modify the interest rate characteristics of assets and liabilities. Upon contract settlement or termination, the cumulative change in the market value of such derivatives is recorded as an adjustment to the carrying value of the underlying asset or liability and recognized in net interest income over the expected remaining life of the related asset or liability. If the underlying instrument is sold, the cumulative change in the value of the associated derivative is recognized immediately in the earnings of the underlying instrument. Page 7 Notes to Consolidated Financial Statements (Unaudited) - continued Note 4 - Acquisitions On September 26, 1997, the Company signed a definitive agreement to acquire Equitable Securities Corporation, a Nashville, Tennessee-based investment banking, securities brokerage and investment advisory firm. The merger, which was accounted for as a purchase, was completed on January 2, 1998, and the new subsidiary was renamed SunTrust Equitable Securities Corporation (SESC). Consideration tendered, including contingently returnable shares, aggregated 2.3 million shares of the Company's common stock. Note 5 - Comprehensive Income Under Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income", certain transactions and other economic events that bypass the income statement must be displayed as other comprehensive income. The Company's comprehensive income consists of net income and unrealized gains and losses on securities available-for-sale, net of income taxes. Comprehensive income for the first quarter of 1998 and 1997 is calculated as follows: COMPREHENSIVE INCOME Before Income Net of (Dollars in thousands) Tax Tax Tax Unrealized gains (net) recognized in other comprehensive income: Quarter ended March 31, 1998 $527,316 $205,126 $322,190 Quarter ended March 31, 1997 $108,178 $ 42,081 $ 66,097 (Dollars in thousands) 1998 1997 Amounts reported in net income: Gain on sale of securities $ 910 $ 1,391 Net amortization (accretion) (280) (400) Reclassification adjustment 630 991 Income tax expense (245) (385) Reclassification adjustment, net of tax 385 606 Amounts reported in other comprehensive income: Unrealized gain arising during period, net of tax 322,575 66,703 Reclassification adjustment, net of tax (385) (606) Unrealized gains (net) recognized in other comprehensive income 322,190 66,097 Net income 180,874 161,056 Total comprehensive income $503,064 $227,153 Page 8 Notes to Consolidated Financial Statements (Unaudited) - continued Note 6 - Earnings Per Share Reconciliation In the calculation for basic and diluted EPS, net income is identical. Below is a reconciliation for the quarters ended March 31, 1998 and March 31, 1997 of the difference between average basic common shares outstanding and average diluted common shares outstanding. Statement re: Computation of Per Share Earnings (In thousands, except per share data) Three Months Ended March 31 1998 1997 Basic Net income $180,874 $161,056 Average common shares 208,442 214,940 Earnings per common share - basic $ 0.87 $ 0.75 Diluted Net income $180,874 $161,056 Average common shares outstanding 208,442 214,940 Incremental shares outstanding <F1>: 3,252 3,287 Average diluted common shares 211,694 218,227 Earnings per common share - diluted $ 0.85 $ 0.74 <FN> <F1>Includes the incremental effect of stock options and restricted stock outstanding computed under the treasury stock method. Three Months Ended March 31 (In thousands) 1998 1997 Average common shares - basic 208,442 214,940 Effect of dilutive securities: Stock options 1,635 1,510 Performance restricted stock 1,617 1,777 Average common shares - diluted 211,694 218,227 Page 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW SunTrust Banks, Inc. is a multi-state bank holding company with its headquarters in Atlanta, Georgia. The Company's principal banking subsidiaries are SunTrust Banks of Florida, Inc., SunTrust Banks, of Georgia, Inc. and SunTrust Banks of Tennessee, Inc., all of which are bank holding companies in their respective states. Credit card services are provided through SunTrust BankCard, N.A. of Orlando, Florida. SunTrust has several wholly owned nonbanking subsidiaries that are engaged in various businesses. They include SunTrust Mortgage, Inc., which originates and services mortgage loans on both residential and income property, principally throughout Florida, Georgia and Tennessee. SunTrust Insurance Company operates as a reinsurer for credit life, accident and health insurance sold to loan customers of SunTrust. SunTrust Securities, Inc. engages in securities brokerage services and conducts incidental activities such as offering custodial and cash management services. SunTrust Equitable Securities Corporation, which conducts various business activities including investment banking, securities brokerage, investment advisory services, raising equity capital, underwriting of debt issues and selling investment securities to corporations, institutions and government entities. SunTrust Personal Loans, Inc. operates as a consumer finance company. STI Credit Corporation operates as a leasing subsidiary, primarily for commercial customers. Other nonbank subsidiaries primarily support the Company's banking operations, providing data processing and other services. SunTrust continues to believe that its plans for dealing with the Year 2000 issue will result in timely and adequate modifications of its systems and technology. There have not been any material changes since the annual report was filed. SunTrust has made, and may continue to make, various forward-looking statements with respect to financial and business matters. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, all of which may change over time. The actual results that are achieved could differ significantly from the forward-looking statements contained in this document. The following analysis of the financial performance of SunTrust for the first quarter of 1998 should be read in conjunction with the financial statements, notes and other information contained in this document. The results of operations for the three months ended March 31, 1998 are not indicative of the results that may be attained for any other period. In this discussion, net interest income and the net interest margin are presented on a taxable- equivalent basis and the ratios are presented on an annualized basis. EARNINGS ANALYSIS SunTrust reported record net income of $180.9 million for the first quarter of 1998, an increase of 12.3% compared with $161.1 million in the first quarter of 1997. Diluted earnings per share grew 14.9% to $0.85 from $0.74 in the same periods. The growth in net income resulted from increases in noninterest income and continued strong loan demand. Page 10 TABLE 1 - SELECTED QUARTERLY FINANCIAL DATA (Dollars in millions except per share data) Quarters 1998 1997 1 4 3 2 1 Summary of Operations Interest and dividend income $ 959.5 $ 954.4 $ 934.9 $ 898.4 $ 863.1 Interest expense 470.0 469.0 458.1 428.7 400.6 Net interest income 489.5 485.4 476.8 469.7 462.5 Provision for loan losses 28.6 32.6 29.0 29.2 26.2 Net interest income after provision for loan losses 460.9 452.8 447.8 440.5 436.3 Noninterest income 286.3 247.4 232.9 228.1 225.8 Noninterest expense 471.1 433.9 424.4 413.3 414.0 Income before provision for income taxes 276.1 266.3 256.3 255.3 248.1 Provision for income taxes 95.2 94.1 87.7 89.9 87.0 Net income $ 180.9 $ 172.2 $ 168.6 $ 165.4 $ 161.1 Net interest income (taxable equivalent) $ 497.5 $ 494.1 $ 485.7 $ 479.2 $ 472.0 Per common share Net income - diluted $ 0.85 $ 0.82 $ 0.80 $ 0.77 $ 0.74 Net income - basic 0.87 0.83 0.81 0.78 0.75 Dividends declared 0.250 0.250 0.225 0.225 0.225 Book value 27.20 24.77 23.63 24.21 22.31 Common stock market price High 77.44 75.25 70.44 59.00 54.75 Low 65.25 61.13 54.75 44.13 46.13 Close 75.38 71.38 67.94 55.06 46.38 Selected Average Balances Total assets $58,368.4 $56,563.4 $55,060.2 $53,498.3 $51,906.5 Earning assets 50,089.7 48,970.5 47,672.1 46,238.1 45,054.0 Loans 40,526.4 39,230.1 37,898.9 37,000.9 35,894.2 Total deposits 36,316.3 35,940.2 36,115.7 36,078.8 35,519.5 Realized shareholders' equity 3,356.6 3,150.0 3,127.6 3,128.2 3,229.2 Total shareholders' equity 5,410.8 5,006.0 5,090.4 5,007.8 4,966.6 Common shares - diluted (thousands) 211,694 210,554 211,671 213,572 218,227 Common shares - basic (thousands) 208,442 207,138 208,391 210,608 214,940 Financial Ratios ROA<F1> 1.33 % 1.28 % 1.29 % 1.31 % 1.33 % ROE<F1> 21.85 21.69 21.38 21.21 20.23 Net interest margin<F1> 4.03 4.00 4.04 4.16 4.25 <FN> <F1>ROA, ROE and net interest margin are calculated excluding unrealized gains on investment securities because the unrealized gains are not included in income. Page 11 TABLE 2A - CONSOLIDATED DAILY AVERAGE BALANCES, INCOME/EXPENSE AND AVERAGE YIELDS EARNED AND RATES PAID (Dollars in millions; yields on a taxable-equivalent basis) Quarter Ended March 31, 1998 December 31, 1997 September 30, 1997 Average Income/ Yields/ Average Income/ Yields/ Average Income/ Yields/ Balances Expense Rates Balances Expense Rates Balances Expense Rates Assets Loans<F1> Taxable $39,835.4 $795.0 8.09 % $38,531.7 $787.5 8.11 % $37,205.4 $766.1 8.17 % Tax-exempt<F2> 691.0 13.4 7.85 698.4 13.8 7.83 693.5 13.5 7.75 Total loans 40,526.4 808.4 8.09 39,230.1 801.3 8.10 37,898.9 779.6 8.16 Investment securities: Taxable 7,643.8 128.4 6.81 7,681.3 129.6 6.69 7,679.8 128.8 6.66 Tax-exempt<F2> 607.4 12.6 8.46 653.1 13.8 8.37 689.3 14.7 8.46 Total investment securities 8,251.2 141.0 6.93 8,334.4 143.4 6.82 8,369.1 143.5 6.80 Funds sold 1,106.4 15.6 5.72 1,166.1 17.0 5.82 1,139.9 16.6 5.75 Other short-term investments<F2> 205.7 2.5 4.90 239.9 1.4 2.33 264.2 4.1 6.18 Total earning assets 50,089.7 967.5 7.83 48,970.5 963.1 7.80 47,672.1 943.8 7.85 Reserve for loan losses (750.9) (745.1) (741.6) Cash and due from banks 2,356.1 2,395.4 2,238.7 Premises and equipment 965.5 958.0 949.4 Other assets 2,385.4 1,985.6 1,766.9 Unrealized gains(losses) on investment securities 3,322.6 2,999.0 3,174.7 Total assets $58,368.4 $56,563.4 $55,060.2 Liabilities and Shareholders' Equity Interest-bearing deposits: NOW/Money market accounts $10,908.5 $ 74.0 2.75 % $10,603.1 $ 72.9 2.73 % $10,424.8 $ 71.6 2.73 % Savings 5,239.9 46.8 3.62 5,184.4 47.2 3.61 5,202.2 47.1 3.59 Consumer time 6,877.9 88.9 5.24 6,976.0 92.1 5.24 6,946.6 91.2 5.21 Other time<F3> 5,388.3 74.8 5.63 5,374.8 76.2 5.62 6,084.9 86.0 5.61 Total interest-bearing deposits 28,414.6 284.5 4.06 28,138.3 288.4 4.07 28,658.5 295.9 4.10 Funds purchased 7,655.0 100.6 5.33 7,593.4 102.7 5.36 6,440.0 86.9 5.36 Other short-term borrowings 1,671.2 23.5 5.71 1,935.4 20.6 4.23 1,906.4 27.7 5.75 Long-term debt 3,898.8 61.4 6.39 3,073.2 57.3 7.40 2,826.0 47.6 6.68 Total interest-bearing liabilities 41,639.6 470.0 4.58 40,740.3 469.0 4.57 39,830.9 458.1 4.56 Noninterest-bearing deposits 7,901.7 7,801.9 7,457.2 Other liabilities 3,416.3 3,015.2 2,681.7 Realized shareholders' equity 3,356.6 3,150.0 3,127.6 Accumulated other comprehensive income 2,054.2 1,856.0 1,962.8 Total liabilities and shareholders' equity $58,368.4 $56,563.4 $55,060.2 Interest rate spread 3.25 % 3.23 % 3.29 % Net Interest Income $497.5 $494.1 $485.7 Net Interest Margin 4.03 % 4.00 % 4.04 % <FN> <F1>Interest income includes loan fees of $25.8, $26.2, $26.5, $24.1 and $23.2 in the quarters ended March 31, 1998, and December 31, September 30, June 30, and March 31, 1997. 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%, 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 $8.0, $8.7, $8.9, $9.5 and $9.5 in the quarters ended March 31, 1998, and December 31, September 30, June 30, and March 31, 1997. <F3>Interest rate swap transactions used to help balance the Company's interest-sensitivity position increased interest expense by $0.8 in the quarter ended March 31, 1998, and $1.3, $1.2, $0.8 and $0.4 in the quarters ended December 31, September 30, June 30, and March 31, 1997. Without these swaps, the rate on other time deposits and the net interest margin would have been 5.57% and 4.03%, 5.52% and 4.01%, 5.53% and 4.05%, 5.52% and 4.16%, and 5.38% and 4.25%, respectively. Page 12 TABLE 2b - CONSOLIDATED DAILY AVERAGE BALANCES, INCOME/EXPENSE AND AVERAGE YIELDS EARNED AND RATES PAID (Dollars in millions; yields on a taxable-equivalent basis) June 30, 1997 March 31, 1997 Average Income/ Yields/ Average Income/ Yields/ Balances Expense Rates Balances Expense Rates Assets Loans<F1> Taxable $36,296.5 $738.0 8.16 % $35,193.9 $707.2 8.15 % Tax-exempt<F2> 704.4 14.0 7.95 700.3 13.4 7.77 Total loans 37,000.9 752.0 8.15 35,894.2 720.6 8.14 Investment securities: Taxable 7,412.5 123.7 6.69 7,275.6 119.9 6.68 Tax-exempt<F2> 708.5 15.1 8.57 731.1 15.7 8.70 Total investment securities 8,121.0 138.8 6.85 8,006.7 135.6 6.87 Funds sold 845.5 13.3 6.27 969.4 14.0 5.88 Other short-term investments<F2> 270.7 3.8 5.69 183.7 2.4 5.24 Total earning assets 46,238.1 907.9 7.88 45,054.0 872.6 7.85 Reserve for loan losses (733.5) (728.1) Cash and due from banks 2,197.8 2,259.8 Premises and equipment 945.0 885.4 Other assets 1,813.8 1,629.2 Unrealized gains(losses) on investment securities 3,037.1 2,806.2 Total assets $53,498.3 $51,906.5 Liabilities and Shareholders' Equity Interest-bearing deposits: NOW/Money market accounts $10,494.5 $ 71.2 2.72 % $10,489.4 $ 71.0 2.75 % Savings 5,297.6 47.4 3.59 5,403.2 47.8 3.59 Consumer time 7,016.1 90.6 5.18 7,050.2 89.5 5.15 Other time<F3> 5,808.1 80.7 5.58 5,142.7 68.7 5.41 Total interest-bearing deposits 28,616.3 289.9 4.06 28,085.5 277.0 4.00 Funds purchased 5,827.0 77.8 5.35 6,108.1 77.7 5.16 Other short-term borrowings 1,762.1 24.9 5.66 1,358.9 18.4 5.50 Long-term debt 2,191.7 36.1 6.61 1,659.0 27.5 6.72 Total interest-bearing liabilities 38,397.1 428.7 4.48 37,211.5 400.6 4.37 Noninterest-bearing deposits 7,462.5 7,434.0 Other liabilities 2,630.9 2,294.4 Realized shareholders' equity 3,128.2 3,229.2 Accumulated other comprehensive income 1,879.6 1,737.4 Total liabilities and shareholders' equity $53,498.3 $51,906.5 Interest rate spread 3.40 % 3.48 % Net Interest Income $479.2 $472.0 Net Interest Margin 4.16 % 4.25 % <FN> <F1>See note <F1> on table 2A. <F2>See note <F2> on table 2A. <F3>See note <F3> on table 2A. Page 13 Net Interest Income/Margins. The Company's net interest margin of 4.03% for the first quarter of 1998 was 22 basis points lower than the first quarter of last year. The rate on earning assets was 7.83% in the first quarter of 1998 and 7.85% in the first quarter of 1997. At the same time, the rate on interest bearing liabilities increased 21 basis points due to the increased use of purchased funds. Interest income which the Company was unable to recognize on nonperforming loans in the first three months of 1998 had a negative impact of 1 basis point on the net interest margin as compared to 3 basis points in the first three months 1997. Table 2 contains more detailed information concerning average balances and interest yields earned and rates paid. Noninterest Income. Noninterest income in the first three months of 1998, adjusted to exclude the effect of securities gains (losses), increased $61.0 million, or 27.2%, from the comparable period a year ago. SunTrust Equitable Securities Corporation (SESC), which was acquired on January 2, 1998, accounted for $16.1 million of the increase. Trust income, the Company's largest source of noninterest income, increased $14.7 million, or 18.8%, over the same period. Mortgage fees increased $8.3 million, or 89.8% over the same period due to higher volume in our mortgage banking business. The increase in loan volume is due to the increase in new home sales and refinancing activity as long term interest rates have declined in the past year. TABLE 3 - NONINTEREST INCOME (In millions) Quarters 1998 1997 1 4 3 2 1 Trust income $ 93.1 $ 82.5 $ 79.0 $ 78.7 $ 78.4 Service charges on deposit accounts 62.1 63.8 62.4 61.9 59.7 Corporate and institutional investment income 10.9 6.4 8.6 4.6 5.0 Retail investment income 10.4 8.4 8.3 8.5 8.0 Credit card fees 20.5 18.9 17.5 18.4 18.8 Mortgage fees 17.5 13.6 12.2 10.9 9.2 Other charges and fees 32.6 28.0 27.2 29.5 29.0 Securities gains (losses) 0.9 0.4 0.1 (0.4) 1.4 Trading account profits and commissions 11.0 5.2 4.0 4.8 4.0 Other income 27.3 20.2 13.6 11.2 12.3 Total noninterest income $286.3 $247.4 $232.9 $228.1 $225.8 Page 14 Noninterest Expense. Noninterest expense increased $57.1 million, or 13.8% in the first quarter of 1998 compared to the same period last year. Personnel expense, consisting of salaries, other compensation and employee benefits, increased $34.6 million, or 14.8% over the earlier period. The SESC acquisition accounted for $13.6 million, or 23.8% of the total increase in noninterest expense. The increase in other noninterest expense of $9.3 million, or 23.1% is due to expenditures made in connection with various projects to stimulate business growth and development. The efficiency ratio increased from 59.3% in the first quarter of 1997 to 60.1% in the first quarter of 1998. Various growth projects accounted for the increase with most of the change due to the acquisition of SESC. After adjusting for the purchase of SESC, the efficiency ratio for the first quarter would have been 59.6%. TABLE 4 - NONINTEREST EXPENSE (In millions) Quarters 1998 1997 1 4 3 2 1 Salaries $183.8 $178.7 $175.2 $169.8 $167.0 Other compensation 51.2 42.9 39.2 36.0 35.4 Employee benefits 34.4 22.0 27.5 29.5 32.4 Net occupancy expense 33.1 30.9 30.9 32.5 32.5 Equipment expense 32.0 29.6 30.7 30.3 30.1 FDIC premiums 1.3 1.3 1.3 1.4 1.8 Marketing and customer development 17.3 19.2 15.9 16.9 16.8 Postage and delivery 10.8 10.7 10.1 10.5 11.3 Operating supplies 9.0 9.8 8.7 9.1 9.6 Other real estate expense (2.4) (5.8) (3.1) (1.3) (1.2) Communications 9.9 8.7 8.9 8.6 9.1 Consulting and legal 7.3 9.3 8.1 5.4 5.7 Amortization of intangible assets 11.2 10.0 8.3 8.0 7.7 Outside processing and software 22.0 19.4 18.0 16.1 14.9 Other expense 50.2 47.2 44.7 40.5 40.9 Total noninterest expense $471.1 $433.9 $424.4 $413.3 $414.0 Efficiency ratio 60.1 % 58.5 % 59.1 % 58.4 % 59.3 % Provision for Loan Losses. The Company increased the provision for loan losses in the first quarter of 1998 to $28.6 million from $26.2 million in the same period last year, the provision exceeded net charge-offs by $6.7 million. Net loan charge-offs were $21.9 million in the first three months of this year, representing 0.22% of average loans. The comparable net charge-off amount in 1997 was $17.5 million or 0.20% of average loans. The Company's reserve for loan losses totaled $758.5 million at March 31, 1998, which was 1.84% of quarter-end loans and 580% of total nonperforming loans. These ratios at December 31, 1997 were 1.87% and 587% and at March 31, 1997 were 2.02% and 385%. Page 15 TABLE 5 - SUMMARY OF LOAN LOSS EXPERIENCE (Dollars in millions) Quarters 1998 1997 1 4 3 2 1 Reserve for Loan Losses Balances - beginning of quarter $ 751.8 $ 747.1 $ 739.8 $ 734.5 $ 725.8 Provision for loan losses 28.6 32.6 29.0 29.2 26.2 Charge-offs: Commercial (4.8) (7.2) (6.8) (4.7) (4.8) Real estate: Construction (0.1) (0.4) (1.3) (0.5) (0.1) Residential mortgages (1.6) (2.6) (2.0) (1.5) (1.1) Other (0.9) (2.5) (1.3) (1.8) (1.4) Lease financing (1.1) (0.6) (0.4) (0.3) (0.3) Credit card (15.1) (13.4) (13.2) (12.5) (11.6) Other consumer loans (12.3) (14.8) (12.4) (14.0) (12.7) Total charge-offs (35.9) (41.5) (37.4) (35.3) (32.0) Recoveries: Commercial 3.9 4.9 4.3 2.5 4.6 Real estate: Construction 0.1 0.7 1.0 - 0.1 Residential mortgages 0.3 0.4 0.2 0.4 0.6 Other 2.2 1.0 2.6 1.1 1.3 Lease financing 0.2 0.1 0.2 0.1 0.1 Credit card 1.8 1.6 2.0 1.8 2.4 Other consumer loans 5.5 4.9 5.4 5.5 5.4 Total recoveries 14.0 13.6 15.7 11.4 14.5 Net charge-offs (21.9) (27.9) (21.7) (23.9) (17.5) Balance - end of quarter $ 758.5 $ 751.8 $ 747.1 $ 739.8 $ 734.5 Quarter-end loans outstanding: Domestic $41,001.9 $39,875.7 $38,185.3 $37,382.9 $36,148.1 International 262.1 259.8 290.2 301.4 279.9 Total $41,264.0 $40,135.5 $38,475.5 $37,684.3 $36,428.0 Ratio of reserve to quarter-end loans 1.84 % 1.87 % 1.94 % 1.96 % 2.02 % Average loans $40,526.4 $39,230.1 $37,898.9 $37,000.9 $35,894.2 Ratio of net charge-offs (annualized) to average loans 0.22 % 0.28 % 0.23 % 0.26 % 0.20 % Page 16 TABLE 6 - NONPERFORMING ASSETS (Dollars in millions) 1998 1997 March 31 December 31 September 30 June 30 March 31 Nonperforming Assets Nonaccrual loans: Commercial $ 20.6 $ 20.9 $ 35.2 $ 29.1 $ 36.5 Real Estate: Construction 2.9 1.8 2.8 12.6 13.6 Residential mortgages 52.0 49.7 57.8 54.8 59.5 Other 42.6 41.2 47.1 55.0 59.9 Lease financing 2.3 3.0 0.7 1.0 1.3 Consumer loans 7.6 8.8 8.7 8.5 10.2 Total nonaccrual loans 128.0 125.4 152.3 161.0 181.0 Restructured loans 2.7 2.7 2.7 11.0 9.9 Total nonperforming loans 130.7 128.1 155.0 172.0 190.9 Other real estate owned 31.4 22.5 35.7 41.9 43.9 Total Nonperforming Assets $162.1 $150.6 $190.7 $213.9 $234.8 Ratios: Nonperforming loans to total loans 0.32 % 0.32 % 0.40 % 0.46 % 0.52 % Nonperforming assets to total loans plus other real estate owned 0.39 0.37 0.50 0.57 0.64 Reserve to nonperforming loans 580.4 586.9 482.0 430.1 384.7 Accruing Loans Past Due 90 Days or More $ 43.3 $ 40.8 $ 41.4 $ 25.9 $ 33.9 Nonperforming Assets. Nonperforming assets consist of nonaccrual loans, restructured loans and other real estate owned. Nonperforming assets have increased 7.6%, or $11.5 million since December 31, 1997 and decreased 31.0%, or $72.7 million since March 31, 1997. Included in nonperforming loans at March 31, 1998 are loans aggregating $14.2 million which are current as to the payment of principal and interest but have been placed in nonperforming status because of uncertainty over the borrowers' ability to make future payments. In management's opinion, all known material potential problem loans are included in Table 6. 	Interest income on nonaccrual loans, if recognized, is recorded on a cash basis. During the first three months of 1998, the gross amount of interest income that would have been recorded on nonaccrual loans and restructured loans at March 31, 1998, if all such loans had been accruing interest at the original contractual rate, was $3.1 million. Interest income recognized in the three months ended March 31, 1998 on all such nonperforming loans at March 31, 1998, was $1.8 million. Page 17 Table 7 - Loan Portfolio by Types of Loans (in millions) 1998 1997 March 31 December 31 September 30 June 30 March 31 Commercial: Domestic $15,165.7 $14,139.9 $12,968.2 $12,668.3 $12,267.0 International 249.6 247.4 278.0 289.9 268.4 Real estate: Construction 1,451.8 1,442.6 1,400.7 1,411.2 1,416.5 Residential mortgages 13,195.2 12,992.9 12,726.3 12,326.0 11,839.2 Other 4,820.5 4,778.7 4,766.4 4,751.7 4,656.1 Lease financing 783.1 725.7 663.6 632.3 607.9 Credit card 982.7 1,041.3 1,022.5 993.9 904.9 Other consumer loans 4,615.4 4,767.0 4,649.8 4,611.0 4,468.0 Loans $41,264.0 $40,135.5 $38,475.5 $37,684.3 $36,428.0 Loans. During the first three months of 1998, average loans increased 12.9% over the same period a year ago. Since the first quarter of 1997, the two loan categories experiencing significant growth were 1-4 family residential mortgage loans (most of which are variable rate loans) and domestic commercial loans. The average loan to deposit ratio was 111.6% in the first quarter of 1998 compared with 101.1% in the same period of 1997. At March 31, 1998, international outstandings, which include loans, acceptances, deposits in other banks, foreign guarantees and accrued interest, net of write-downs totaled $272.4 million, a decrease of 4.9% from $286.4 million at December 31, 1997. Income Taxes. The provision for income taxes was $95.2 million in the first quarter of 1998 compared to $87.0 million in the same period last year. This represented a 34% effective tax rate in the first quarter of 1998 and an effective tax rate of 35% in the same quarter last year. Investment Securities. The investment portfolio continues to be managed to maximize yield over an entire interest rate cycle while providing liquidity and minimizing risk. The portfolio yield increased from an average of 6.87% in the first quarter of 1997 to 6.93% in the first quarter of this year. The portfolio size (measured at amortized cost) decreased by $270 million during the first quarter to $7.9 billion at quarter end. The average life of the portfolio was approximately 1.7 years at March 31, 1998. At March 31, 1998, approximately 22% of the portfolio consisted of U.S. Treasury securities, 8% U.S. government agency securities, 53% mortgage-backed securities, 9% trust preferred securities and 8% municipal securities (calculated as a percent of total par value). All of the Company's holdings in mortgage-backed securities are backed by U.S. government or federal agency guarantees limiting the credit risk associated with the mortgage loans. At March 31, 1998, the carrying value of the securities portfolio was $3.8 billion over its amortized cost, consisting mostly of a $3.7 billion unrealized gain on the Company's investment in common stock of The Coca-Cola Company. Page 18 Liquidity Management. 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. 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 note program, commercial paper issuance by the Parent Company, and Federal Home Loan Bank (FHLB) advances for subsidiary banks who are FHLB members. Average total deposits for the first three months of 1998 increased $.8 billion, or 2.2%, over the same period a year ago. Interest-bearing deposits represented 78.2% of average deposits for the first three months of 1998, compared to 79.1% for the same period in 1997. In the first quarter of 1998, average net purchased funds (average funds purchased less average funds sold) increased $1.4 billion over the same period in 1997. Net purchased funds were 13.1% of average earning assets for the first three months of 1998 as compared to 11.4% in the same period a year ago. Derivatives. The Company enters into various derivatives contracts in a dealer capacity for customers and in managing its own interest rate risk. Where contracts have been created for customers, the Company enters into offsetting positions to eliminate the Company's exposure to interest rate risk. The principal derivative contract used by the Company is the interest rate swap. 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. The Company also monitors its sensitivity to changes in interest rates and uses interest rate swap contracts to limit the volatility of net interest income. Table 8 details interest rate swaps as of March 31, 1998 used for managing interest rate sensitivity. TABLE 8 - INTEREST RATE SWAPS Average Average Average (Dollars in millions) Notional Fair Maturity Rate Rate At March 31, 1998 Value Value In Months Paid Received Gain position: Receive fixed $ 717.1 $38.4 84.2 5.75 % 6.87 % Pay fixed 99.8 1.3 14.1 5.45 5.43 Basis swaps 250.0 0.6 13.8 5.41 5.68 Total gain position 1,066.9 40.3 Loss position: Receive fixed 1,173.0 (2.0) 3.4 5.69 5.37 Pay fixed 768.0 (8.7) 43.3 6.32 5.69 Basis swaps 750.0 (3.3) 28.0 5.37 5.62 Total loss position 2,691.0 (14.0) Total $3,757.9 $26.3 The swaps are designated as hedges on investments, deposits and other interest- bearing liabilities. During the three months ended March 31, 1998, hedge swaps decreased net interest income by $0.8 million, compared with a $0.4 million decrease in the corresponding 1997 period. Page 19 TABLE 9 - CAPITAL RATIOS (Dollars in millions) 1998 1997 March 31 December 31 September 30 June 30 March 31 Tier 1 capital: Realized shareholders' equity $ 3,382.2 $ 3,150.5 $ 3,110.8 $ 3,075.8 $ 3,146.9 Trust preferred securities 850.0 600.0 600.0 600.0 - Intangible assets other than servicing rights (429.9) (292.4) (285.8) (275.3) (277.2) Total Tier 1 capital 3,802.3 3,458.1 3,425.0 3,400.5 2,869.7 Tier 2 capital: Allowable reserve for loan losses 624.3 600.1 567.1 561.0 526.3 Allowable long-term debt 950.0 950.0 1,055.1 958.2 858.2 Regulatory adjustment 1,119.4 965.6 - - - Total Tier 2 capital 2,693.7 2,515.7 1,622.2 1,519.2 1,384.5 Total capital $ 6,496.0 $ 5,973.8 $ 5,047.2 $ 4,919.7 $ 4,254.2 Risk-weighted assets $49,808.9 $47,856.6 $45,184.8 $44,703.9 $41,900.0 Risk-based ratios: Tier 1 capital 7.63 % 7.22 % 7.58 % 7.60 % 6.84 % Total capital 13.04 12.48 11.17 11.00 10.15 Tier 1 leverage ratio 6.94 6.49 6.63 6.77 5.89 Total shareholders' equity to assets 9.61 8.97 9.00 9.27 8.96 Capital Resources. Consistent with the objective of operating a sound financial organization, SunTrust maintains capital ratios well above regulatory requirements. The rate of internal capital generation has been more than adequate to support asset growth. Table 9 presents capital ratios for the five most recent quarters. Regulatory agencies measure capital adequacy with a framework that makes capital requirements sensitive to the risk profiles of individual banking companies. The guidelines define capital as either Tier 1 (primarily 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%. The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) requires the establishment of a capital-based supervisory system of prompt corrective action for all depository institutions. The Regulator's implementation of FDICIA defines "well capitalized" institutions as those whose capital ratios equal or exceed the following minimum ratios: Tier 1 capital ratio of 6%, total risk-based capital ratio of 10%, and a Tier 1 leverage ratio of 5%. Under regulations proposed in 1997, a portion of the unrealized gains on equity securities are included in the Tier 2 capital calculation. At March 31, 1998, the Company's Tier 1 capital, total risk-based capital and Tier 1 leverage ratios were 7.63%, 13.04% and 6.94%, respectively. SunTrust is committed to maintaining well capitalized banks. In April 1997, the Board of Directors authorized the Company to repurchase up to 15,000,000 shares of SunTrust common stock. At March 31, 1998, the Company had 12,154,894 shares remaining to be repurchased under this authorization. Page 20 TABLE 10 - FINANCIAL HIGHLIGHTS - BANKING SUBSIDIARIES (Dollars in Millions) SunTrust Banks SunTrust Banks SunTrust Banks of Florida, Inc. of Georgia, Inc. of Tennessee, Inc. 1998 1997 1998 1997 1998 1997 Summary of Operations<F1> Net interest income (FTE) $ 256.7 $ 248.3 $ 171.1 $ 157.5 $ 73.9 $ 72.7 Provision for loan losses 8.1 9.6 5.5 4.5 1.7 2.3 Trust income 43.0 38.4 34.6 28.5 11.1 9.7 Other noninterest income 93.1 74.2 54.8 47.0 23.7 19.9 Personnel expense 91.1 85.9 60.1 56.1 28.3 27.5 Other noninterest expense 133.9 123.7 83.5 71.0 34.4 29.9 Net income 99.1 87.1 72.3 65.6 27.3 26.3 Selected Average Balances<F1> Total assets 27,346 24,755 22,045 20,328 7,941 7,421 Earning assets 25,719 23,254 17,342 15,987 7,612 7,152 Loans 19,629 17,567 14,421 12,607 5,996 5,538 Total deposits 18,831 18,446 11,516 11,376 6,041 5,736 Realized shareholders' equity 2,171 2,044 1,571 1,413 629 584 At March 31 Total assets 27,825 25,319 22,886 20,786 8,059 7,456 Earning assets 25,986 23,403 17,661 16,456 7,711 7,137 Loans 19,819 17,690 14,748 13,007 6,117 5,589 Reserve for loan losses 386 375 202 198 109 114 Total deposits 19,363 18,783 11,365 12,070 6,036 5,879 Realized shareholders' equity 2,217 2,092 1,595 1,473 640 603 Total shareholders' equity 2,238 2,087 3,915 3,136 646 604 Credit Quality Net loan charge-offs<F1> 2.0 3.7 4.6 2.4 2.0 2.1 Nonperforming loans<F2> 79.2 114.5 39.2 54.3 11.9 21.9 Other real estate owned<F2> 12.2 25.7 2.8 4.9 16.4 13.0 Ratios ROA<F3> 1.47 % 1.43 % 1.56 % 1.51 % 1.39 % 1.44 % ROE<F3> 18.51 17.29 18.66 18.82 17.54 18.24 Net interest margin<F3> 4.05 4.33 4.00 4.00 3.93 4.12 Efficiency ratio<F3> 57.26 58.05 55.14 54.56 57.79 56.14 Total shareholders' equity/assets<F2> 8.04 8.24 17.11 15.09 8.02 8.10 Net loan charge-offs to average loans<F3> 0.04 0.09 0.13 0.08 0.14 0.15 Nonperforming loans to total loans<F2> 0.41 0.66 0.27 0.42 0.20 0.40 Nonperforming assets to total loans plus other real estate owned<F2> 0.47 0.81 0.29 0.46 0.47 0.64 Reserve to loans<F2> 1.99 2.18 1.39 1.54 1.83 2.09 Reserve to nonperforming loans<F2> 486.7 327.7 514.7 364.2 917.7 520.6 <FN> <F1>For the three month period ended March 31. <F2>At March 31. <F3>Annualized for the first three months. Page 21 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The annual meeting of shareholders of the Registrant was held on April 21, 1998. At the meeting, the following individuals were elected directors of the Registrant: Summerfield K. Johnston, Jr., Larry L. Prince, R. Randall Rollins, James B. Williams and M. Douglas Ivester. Votes for ranged from 181,064,933 to 181,603,794 and votes withheld ranged from 1,996,464 to 2,535,325. J. Hyatt Brown, Alston D. Correll, David H. Hughes, Scott L. Probasco, Jr., A.W. Dahlberg, L. Phillip Humann and Joseph L. Lanier, Jr. will continue as directors of the Registrant. The shareholders also approved: (i) the Company's Amendment to Articles of Incorporation to increase the number of authorized common shares outstanding from 350 million shares to 500 million shares. 177,948,161 shares voted for, 4,386,825 voted against and 1,265,272 abstained from approval of the amendment and (ii) ratification of the selection of Arthur Andersen LLP as independent auditors to audit the financial statement of the Company for 1998. 182,292,366 shares voted for, 583,751 shares voted against and 724,141 abstained from ratification. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A. Exhibits Exhibit 3.1 Articles of Incorporation as Amended B. Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized this 12th day of May, 1998. SunTrust Banks, Inc. (Registrant) /s/ W.P. O'Halloran William P. O'Halloran Senior Vice President and Controller (Chief Accounting Officer) Page 22