8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   September 6, 2012

SunTrust Banks, Inc.

(Exact name of registrant as specified in its charter)

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

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

Registrant's telephone number, including area code     (404) 588-7711

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other.

On September 6, 2012, SunTrust Banks, Inc. (the "Company" or the "Registrant") issued a news release regarding the sale of its stock of The Coca-Cola Company, an increase to its mortgage repurchase provision, the expected sale of certain loan portfolios, and related matters. Additionally, the Company on September 6, 2012 made available related materials to be discussed during the Company's webcast and conference call referred to in such news release. A copy of the news release and related conference call materials are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

9.01 Exhibits.

99.1        News release dated September 6, 2012.

99.2        Presentation materials September 6, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SUNTRUST BANKS, INC.
	(Registrant)
September 6, 2012	By:	/s/ David A. Wisniewski
		David A. Wisniewski,
		Senior Vice President, Deputy General Counsel and Assistant Secretary

EX-99.1

News Release

Contact:         InvestorsMedia

Kris Dickson            Mike McCoy

(404) 827-6714            (404) 588-7230

For Immediate Release

September 6, 2012

SunTrust Announces Actions That Improve Risk Profile and Strengthen Balance Sheet

Regulatory Capital Ratios Remain Stable

ATLANTA -- SunTrust Banks, Inc. (NYSE: STI) today announced a series of actions in the third quarter 2012 that better position the Company for the future.

Summary of Actions

• SunTrust accelerated the termination of the agreements regarding the shares owned in The Coca-Cola Company. This will generate a third quarter pre-tax gain of approximately $1.9 billion.

• In light of ongoing discussions with Fannie Mae and Freddie Mac, the Company expects to record an estimated $375 million mortgage repurchase provision during the quarter. This action increases the mortgage repurchase reserve to a level that is expected to be sufficient to cover the remaining demands on loans sold to the Government Sponsored Enterprises (“GSEs”) prior to 2009. This is the population of loans from which the Company has experienced the preponderance of mortgage repurchase losses to date.

• SunTrust intends to transfer approximately $3 billion of loans to loans held for sale. The loans include nonperforming mortgage loans, nonperforming commercial real estate (“CRE”) loans, delinquent Ginnie Mae loans, and delinquent and current student loans. In connection with the transfer, SunTrust expects to record pre-tax charges of approximately $250 million, reflective of market valuation adjustments.

• SunTrust also intends to sell approximately $200 million of affordable housing investments. As a result, the Company expects to incur a pre-tax loss of approximately $100 million.

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“These actions better position SunTrust for the future by further improving our risk profile and strengthening our balance sheet while keeping regulatory capital ratios stable,” said SunTrust Chairman and Chief Executive Officer, William H. Rogers, Jr. “Furthermore, the steps we are taking add to the momentum SunTrust has been building, with consistently improving financial trends, and progress in many of our markets.”

Termination of Agreements Involving Coca-Cola Stock

In 2008, SunTrust entered into two Variable Forward Purchase Agreements (“VFPAs”) with an unaffiliated third party. Per the terms of the agreements, SunTrust was to deliver to the counterparty its shares in The Coca-Cola Company (“KO”), or an equivalent amount of cash, at the 2014 and 2015 settlement dates. The counterparty was to deliver to SunTrust cash of no less than a floor price of approximately $19 per KO share and no more than a ceiling price of approximately $33 per KO share (prices are split-adjusted). Because the Company intended to sell its shares at the settlement date, the Federal Reserve granted SunTrust Tier 1 common capital credit of approximately $730 million, which was reflective of the after-tax value of the KO shares at the floor price. By retaining the shares from 2008 to now, SunTrust was able to continue receiving the KO dividends and participate in the upside price appreciation to the ceiling of the KO shares.

SunTrust recently reevaluated these holdings in light of the new regulatory proposal regarding Basel III, which, as proposed, would increase the risk-weighted assets of equity holdings and introduce potential volatility to SunTrust’s regulatory capital ratios via fluctuations in Other Comprehensive Income. Additionally, negative implications associated with equity securities in assumed adverse economic scenarios within future CCAR assessments were considered as part of the Company’s evaluation. Following this review, SunTrust and the counterparty accelerated the termination of the VFPAs, and SunTrust sold in the market or to the counterparty 59 of its 60 million shares of The Coca-Cola Company. SunTrust also repurchased the notes from the counterparty issued in 2008 in connection with the VFPAs.

SunTrust is contributing the remaining one million shares, valued at approximately $37 million, to the SunTrust Foundation. The purpose of the SunTrust Foundation is to partner with local organizations to strengthen and support our communities. This contribution will result in an estimated $37 million increase to third quarter noninterest expense.

As a result of these actions, SunTrust will record a third quarter pre-tax gain of approximately $1.9 billion. The after-tax impact of the gain and the charitable contribution is approximately $1.2 billion. The early termination will also increase SunTrust’s Tier 1 common equity by approximately $490 million. SunTrust’s annual net interest income will decline by approximately $40 million due to the forgone dividend income from the KO stock, net of the elimination of the interest expense on the

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notes associated with the 2008 VFPAs.

“SunTrust’s original investment in The Coca-Cola Company increased in value from about $100,000 to over $2 billion,” said Mr. Rogers. “This remarkable return on investment was driven by The Coca-Cola Company’s success in becoming an iconic global company and creating extraordinary value for its shareholders. Our contribution of The Coca-Cola Company shares to the SunTrust Foundation will allow the legacy of The Coca-Cola Company and SunTrust relationship to provide support to our communities for years to come.”

Mortgage Repurchase Provision

During the third quarter, SunTrust expects to record an estimated $375 million provision for mortgage repurchase losses. The vast majority of this provision relates to loans sold to the GSEs prior to 2009, and the resulting mortgage repurchase reserve reflects the estimated remaining losses on repurchase demands for this population of loans. The increase to the mortgage repurchase reserve is being made in light of ongoing discussions with Fannie Mae and Freddie Mac, wherein additional information was recently obtained, as well as supporting data from the Company’s overall trends in mortgage repurchases and full file requests. As such, SunTrust is able to better estimate the incurred losses for the pre-2009 GSE loans that are in default or delinquent, and it is increasing its reserve to reflect expectations for the remaining loss content.

The pre-2009 population of GSE loans has constituted the vast majority of mortgage repurchase losses that the Company has experienced to date. Inclusive of the $375 million provision and since 2008, losses recognized or reserved for on this population of loans total approximately $2.1 billion, as compared to approximately $0.1 billion for all other sold loans. Accordingly, the Company expects that future mortgage repurchase provisions will decrease substantially from levels experienced in recent quarters.

Transfer of Loans to Loans Held for Sale

During the third quarter, SunTrust expects to transfer approximately $3 billion of loans to loans held for sale. These include nonperforming mortgage loans, nonperforming CRE loans, delinquent Ginnie Mae loans, and delinquent and current student loans. In connection with the transfer, SunTrust expects to incur pre-tax charges of approximately $250 million, reflecting market valuation adjustments associated with the anticipated sale of these loans. The majority of this write-down is expected to be associated with the nonperforming loans and will be recorded as a net charge-off, while the portion pertaining to the sale of delinquent loans will reduce noninterest income.

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As a result of the anticipated sale of these loans, SunTrust expects its nonperforming and delinquent loans to decline. It also believes that its risk profile will be improved and that its loan portfolio will be more aligned with its longer-term strategic objectives regarding balance sheet diversification. Going forward, the Company expects the sales of the student and delinquent Ginnie Mae loans to reduce net interest income, while the sales of delinquent and nonperforming loans are expected to contribute to a decline in credit-related noninterest expenses. The ultimate disposition of the loans is expected to occur in the third and fourth quarters of 2012.

Sale of Affordable Housing Investments

During the third quarter, SunTrust expects to begin marketing for sale approximately $200 million of the properties in its affordable housing subsidiary, Transom Development, Inc. In conjunction with this action, SunTrust expects to record a pre-tax write-down of approximately $100 million to adjust the asset values to the estimated sale price. The ongoing financial impact associated with the potential sale of these assets is not expected to be material to the Company’s financial performance.

Expected Financial Impact of Actions

The expected net impact of the actions on third quarter net income is an increase of approximately $750 million, or $1.40 per share, and a modest increase to Tier 1 common equity. The impact on Tier 1 common equity is substantially different from the impact on net income because the Company was already receiving regulatory capital credit of approximately $730 million related to its KO shares. SunTrust expects that its regulatory capital ratios will not change materially as a result of the actions. On a pro forma basis for these actions, the Company’s estimated Tier 1 common ratio at the end of the second quarter of 2012 would have been approximately 9.5 percent.

Conference Call

SunTrustmanagement will host a conference call today at 5:00 p.m. Eastern Standard Time to discuss the actions. Individuals may access the call by dialing 1-888-995-9724 (passcode: SunTrust). Individuals calling from outside the United States should dial 1-312-470-7169 (passcode: SunTrust). A replay of the call will be available approximately one hour after the call ends on September 6, 2012, and will remain available until October 6, 2012, by dialing 1-866-367-5570 within the United States or 1-203-369-0230 for international calls, the passcode is the same for both (passcode: 36754). Alternatively, individuals may listen to the live webcast accompanied by a slide presentation, both of which may be accessed at www.suntrust.com/investorrelations.

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SunTrust Banks, Inc., headquartered in Atlanta, is one of the nation's largest banking organizations, serving a broad range of consumer, commercial, corporate and institutional clients.  As of June 30, 2012, SunTrust had total assets of $178.3 billion and total deposits of $128.4 billion.  Through its flagship subsidiary, SunTrust Bank, the Company operates an extensive branch and ATM network throughout the high-growth Southeast and Mid-Atlantic states and a full array of technology-based, 24-hour delivery channels. The Company also serves clients in selected markets nationally. Its primary businesses include deposit, credit, trust and investment services.  Through various subsidiaries the Company provides mortgage banking, insurance, brokerage, investment management, equipment leasing and investment banking services. SunTrust's Internet address is suntrust.com

Important Cautionary Statement About Forward-Looking Statements

This news release contains forward-looking statements. Statements regarding (a) our ability to sell, and the current estimates of future losses to be incurred upon the sale of, certain loan portfolios; (b) expected increases in Tier 1 common capital as a result of the sale of the Coke shares; and (c) the expected level of future incurred losses on pre-2009 loans sold to GSEs, and the related provision expense, and (d) the expected impact of planned asset sales on future period financial results, are forward-looking statements. Also, any statement that does not describe historical or current facts, is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “goals,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook,” “pro forma,” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events.

Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements include: (1) general economic conditions may prevent us from completing planned sales of asset, or may impair the prices we receive upon sale of those assets; (2) if in the future we incur additional loan losses, then we will need to record additional mortgage repurchase provision expense; and (3) if in the future we receive greater levels of mortgage repurchase request than expected, then we may will need to record additional mortgage repurchase provision expense. Additional factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in Part I, “Item 1A. Risk Factors,”

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beginning at page 8 of our Annual Report on Form 10-K for the year ended December 31, 2011, and in other periodic reports that we file with the SEC.

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EX-99.2

SunTrust Banks, Inc. September 6, 2012

2 Important Cautionary Statement About Forward-Looking Statements This presentation contains forward-looking statements. Statements regarding (a) our ability to sell, and the current estimates of future losses to be incurred upon the sale of, certain loan portfolios; (b) expected increases in Tier 1 common capital as a result of the sale of the Coke shares; and (c) the expected level of future incurred losses on pre-2009 loans sold to GSEs, and the related provision expense, (d) the expected impact of planned asset sales on future period financial results, and (e) future levels of collections costs and OREO costs, are forward-looking statements. Also, any statement that does not describe historical or current facts, is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “goals,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook,” “pro forma,” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements include: (1) general economic conditions may prevent us from completing planned sales of asset, or may impair the prices we receive upon sale of those assets; (2) if in the future we incur additional loan losses, then we will need to record additional mortgage repurchase provision expense; (3) if in the future we receive greater levels of mortgage repurchase request than expected, then we may will need to record additional mortgage repurchase provision expense; and (4) our ability to reduce collection and OREO costs as a result of planned loan sales depends upon our assumptions regarding collection and OREO costs for the loans which we retain. Additional factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in Part I, “Item 1A. Risk Factors,” beginning at page 8 of our Annual Report on Form 10-K for the year ended December 31, 2011, and in other periodic reports that we file with the SEC.

3 Summary of Actions & Benefits 1. Early termination of the variable forward purchase agreements entered into in 2008 2. These assets will be moved to held for sale during 3Q 12; ultimate disposition may occur in a subsequent quarter 3. These assets will be marketed for sale; ultimate disposition expected to occur in a subsequent quarter Improves overall risk profile and strengthens balance sheet while maintaining capital levels Actions Benefits Early Termination of Agreements Involving Coca-Cola Stock (KO)1 ~$375 million Provision for Mortgage Repurchases to Reserve for Remaining Estimated Demands on Pre-2009 Vintage Loans Sold to GSEs ~$3 billion of Loans Moved to Held for Sale2, including Nonperforming Mortgage and CRE Loans, Delinquent Ginnie Mae Loans, and Delinquent and Current Student Loans ~$200 million in Affordable Housing Investments Marketed for Sale3  Increases Tier 1 common capital by ~$490 million  Reduces risk-weighted assets and capital volatility under recently issued Basel III regulatory proposal and within future CCAR assessments  Covers the remaining estimated losses from demands for these defaulted or delinquent loans  Improves risk profile of loan portfolio  Accelerates credit metric improvement  Decreases expenses associated with these assets  Reduces holdings of operationally complex, underperforming assets during favorable market conditions

4 Expected Financial Impact Action Estimated 3Q 12 Financial Impact Expected 2013 Financial Impact Other Comments Early Termination of Agreements Involving Coca- Cola Stock • ~$1.9 billion increase in noninterest income from the sale of shares and termination of agreements • ~$10 million decrease in net interest income, reflective of lost KO dividends less elimination of interest expense associated with the original agreements • ~$37 million increase to noninterest expense from the charitable contribution • Net interest income will decline by ~$40 million1, reflective of lost KO dividends less elimination of interest expense associated with the original agreements • Tier 1 common increase of ~$490 million is lower than the after-tax gain, as prior to this transaction SunTrust received ~$730 million in regulatory capital credit for its KO shares2 • SunTrust contributed one million KO shares to the SunTrust Foundation Mortgage Repurchase Provision, Pre-2009 GSE Loans • ~$375 million decrease in noninterest income • Expected to eliminate future provisions on GSE loans for these vintages • Dialogue with Fannie Mae and Freddie Mac, as well as overall trends in repurchases and full file requests, resulted in an adjustment to the estimate of incurred losses ~$3 billion of Loans Moved to Held for Sale • ~$250 million in pre-tax charges (write- downs of nonperforming loans will be recorded in provision/net charge-offs, while gains/losses on student and delinquent Ginnie Mae loans will be reflected in noninterest income) • Expected to contribute to decline in credit-related costs • Decrease in net interest income due to sales of student and Ginnie Mae loans • More granular information on the sales amounts and income statement impacts by loan category is expected to be made available on the 3Q 12 earnings call ~$200 million Affordable Housing Investments Marketed for Sale • ~$100 million increase in noninterest expense to write-down properties to expected disposition value • Financial impact not expected to be material • Sale of assets is targeted for 2013 1. This reduction in income otherwise would have occurred after the 2014 and 2015 settlements of the agreements 2. Reflective of the after-tax value of the shares at the ~$19 per share variable forward purchase agreements’ floor price ($ pre-tax, except for Tier 1 common figures)

5 Appendix

6 Early Termination of Coca-Cola Company Agreements1 Background Information Today’s Announcement • SunTrust has owned shares of The Coca-Cola Company (KO) since 1919, when Trust Company Bank, a predecessor institution, participated in the underwriting of KO’s IPO and received shares in lieu of fees • SunTrust retained the KO shares, and over time, the value of the holdings appreciated substantially • After a comprehensive balance sheet review in 2007 and 2008, SunTrust:  Sold a portion of its KO shares  Made a charitable contribution of some of the shares  Retained 60 million shares (post – split) • On the retained shares, SunTrust entered into two variable forward purchase agreements (VFPAs) with an unaffiliated counterparty  Per the terms of the VFPAs, SunTrust was to deliver a variable number of the KO shares (or an equivalent amount of cash) at the 2014 and 2015 settlement dates, and the counterparty was obligated to deliver an amount of cash equivalent of no less than ~$19 / share and no more than ~$33 / share  These agreements enabled the Company to continue receiving the KO dividends and allowed SunTrust to participate in the upside price appreciation of KO to the $33 ceiling price. Additionally, because the transaction demonstrated the Company’s intent to sell the KO shares, the Federal Reserve granted SunTrust ~$730 million in regulatory capital credit (reflective of the after-tax value of the shares at the $19 floor price) • SunTrust and the counterparty agreed to accelerate the settlement of the VFPAs • The reasons for the Company’s decision included:  The treatment of equities under the recently issued regulatory proposal regarding Basel III is expected to result in higher risk-weighted assets and the potential for greater Other Comprehensive Income volatility  The assumed value of the KO shares at the 2014 and 2015 settlement dates is likely to be adversely impacted under future CCAR assessments • The sale of the shares increases Tier 1 common capital by ~$490 million (value differential between the $19 floor price and the $33 settlement)—realizing the full value of the KO shares per the terms of the 2008 VFPAs • SunTrust will recognize a pre-tax gain of ~$1.9 billion in 3Q 12 from the sale of the shares • SunTrust is contributing one million KO shares to the SunTrust Foundation. A ~$37 million increase to noninterest expense in 3Q 12 is associated with this contribution • SunTrust’s net interest income will be reduced by ~$40 million annually². This reflects the foregone dividend income it would have received from its KO holdings, less the benefit of no longer paying interest expense associated with the 2008 VFPAs 1. The number of KO shares and the price of the stock are reflective of KO’s recent stock split 2. This reduction in income otherwise would have occurred after the 2014 and 2015 settlements of the agreements

7 Additional Mortgage Repurchase Information 1. Agency excludes GNMA 2. Includes estimates for delinquent loans sold servicing released 3. Reflects the Cumulative Income Statement Impact to Date divided by the Sold UPB Sold UPB Loans Ever 120 Days Past Due2 Cumulative Repurchase Requests Requests Resolved Loss Recognized Through 2Q 2012 Reserve Balance at 2Q 2012 Incremental Estimated 3Q Provision Cumulative Income Statement Impact to Date Cumulative Loss Ratio3 Agency1 2005-2008 Vintages $117.1 18.0 4.9 4.3 1.3 0.4 0.4 2.1 1.8% ($ billions, pre-tax, as of 6/30/12) Comments • Due to recent dialogue with the GSEs, as well as the patterns of full file requests and repurchase demands, SunTrust increased the estimated incurred losses on pre-2009 vintage loans sold to the GSEs • Accordingly, the reserve has been increased. Pro forma for the ~$375 million estimated provision, the 2Q 12 mortgage repurchase reserve would have been $809 million • The 2005-08 vintage GSE loans have accounted for the preponderance of all mortgage repurchase losses  The ~$2.1 billion cumulative income statement impact of the 2005-2008 vintage agency loans compares to ~$0.1 billion for all other sold loans • Substantially all of the recent mortgage repurchase provision expense has been associated with the 2005- 2008 vintage agency loans. SunTrust does not currently expect to incur future provisions on existing defaulted or delinquent loans from this population. As such, it anticipates its mortgage repurchase provisions will be substantially reduced going forward

8 Additional Detail on Other Actions Loans Moved to Held For Sale • SunTrust is transferring ~$3 billion of loans to Loans Held for Sale. The loans within the transfer include :  Nonperforming mortgage loans  Nonperforming CRE loans  Loans that are delinquent but guaranteed by GNMA  Delinquent and current student loans • Corresponding pre-tax charges of ~$250 million are expected to occur in 3Q 12 to reflect market valuation adjustments:  The majority of this will be NCOs/provision due to writing down the nonperforming loans  Expected losses on the sales of delinquent GNMA loans and any gains/losses on the student loan sale will both be recorded in noninterest income • The disposition of these loans is expected in 3Q 12 and 4Q 12 • The 2013 financial impact will be based upon the ultimate disposition sizes of the various portfolios. Current expectations are that these sales will reduce net interest income and contribute to a decline in credit-related noninterest expenses Affordable Housing Investments • Transom Development, Inc. is a SunTrust subsidiary that owns and operates affordable housing investments • These properties provide SunTrust low income housing tax credits, development opportunities, and help meet CRA obligations • With cap rates down in the industry, SunTrust believes now is an opportune time to reduce its holdings of these operationally complex, underperforming assets • ~$200 million of SunTrust’s affordable housing investments are being marketed for sale. In the process, a ~$100 million pre-tax write-down will be reflected in 3Q 12 noninterest expense  The net carrying value reflects SunTrust’s estimate of the ultimate disposition price of these assets • The sale of these assets is targeted for completion in early 2013 • The ongoing financial impact of this transaction is not expected to be material, as the elimination of the depreciation on the properties is largely offset by the loss of tax credits • SunTrust currently expects to retain its remaining ~$150 million in affordable housing investments