-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FAwYZA4TgVYtqVGQxYwByujGTbgBXNKQtMdqxuxDdOPzrNfcXgiYEZdOOo3lopqK +AN2I1Gxy3rYRMon2dJofg== 0000950136-04-003418.txt : 20041015 0000950136-04-003418.hdr.sgml : 20041015 20041015170644 ACCESSION NUMBER: 0000950136-04-003418 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20041010 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041015 DATE AS OF CHANGE: 20041015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNTRUST BANKS INC CENTRAL INDEX KEY: 0000750556 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 581575035 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08918 FILM NUMBER: 041081615 BUSINESS ADDRESS: STREET 1: 919 E MAIN ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047827107 MAIL ADDRESS: STREET 1: 303 PEACHTREE ST N E CITY: ATLANTA STATE: GA ZIP: 30308 8-K 1 file001.htm FORM 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): October 10, 2004

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:

[ ]  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 2.02.     Results of Operations and Financial Condition.

On October 11, 2004, SunTrust Banks, Inc. ("SunTrust" or the "Registrant") held a conference call to discuss an anticipated restatement of the Registrant's financial statements for its first and second fiscal quarters of 2004. A copy of the transcript from this conference call is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.

Item 5.02.    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Effective October 12, 2004, SunTrust appointed Thomas E. Panther, a Senior Vice President of SunTrust, to the position of interim Controller (Chief Accounting Officer). From February 2004 until his appointment as interim Controller, Mr. Panther served as SunTrust's Line of Business Senior Financial Officer, where he was responsible for providing financial and strategic support to SunTrust's lines of business. From October 2000 to February 2004, he served as Private Client Services Senior Financial Officer with SunTrust. From July 1991 to October 2000, Mr. Panther worked at Arthur Andersen LLP in Atlanta, Georgia, where he served as an audit manager from June 1996 to October 2000. Mr. Panther is a Certified Public Accountant and he is 35 years old. A copy of the press release issued by SunTrust on October 11, 2004 is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Item 8.01.    Other Events

Effective as of October 12, 2004, SunTrust appointed Carl F. Mentzer, Executive Vice President of SunTrust's Commercial Line of Business, to the position of interim Chief Credit Officer. Mr. Mentzer has been employed by SunTrust since 1978.

Item 9.01.    Financial Statements and Exhibits

(c)     Exhibits.


  99.1   Transcript of SunTrust Banks, Inc. conference call held on October 11, 2004.
  99.2   Press release issued by SunTrust Banks, Inc. on October 11, 2004.



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)

Date: October 15, 2004

By:    /s/ Kimberly N. Rhodes                    
Kimberly N. Rhodes
Vice President and Corporate Counsel



GRAPHIC 2 ebox.gif GRAPHIC begin 644 ebox.gif M1TE&.#EA"@`*`(```````/___R'Y!```````+``````*``H```(1A(\0RVO= - -'G1J!CDQU+'FE!0`.S\_ ` end GRAPHIC 3 spacer.gif GRAPHIC begin 644 spacer.gif K1TE&.#EA`0`!`(```````````"'Y!`$`````+``````!``$```("1`$`.S\_ ` end EX-99.1 4 file002.htm TRANSCRIPT OF SUNTRUST BANKS, INC.



                                                                    Exhibit 99.1

                            SUNTRUST CONFERENCE CALL
                                OCTOBER 11, 2004
                                   8:30 AM EST


Operator: Thank you all participants for standing by. Your lines will be placed
on a listen-only mode until the end of today's conference. The call is being
recorded on behalf of SunTrust.

I will now turn the call over to your speaker today, Mr. Gary Peacock. Sir, you
may begin.

Gary Peacock: Thank you. Good morning and welcome to SunTrust's call to discuss
our revisions to first and second quarter 2004 earnings. We appreciate your
joining us.

With me today are Phil Humann and Mark Chancy, our Chief Financial Officer.

First, a few advisories: I'll remind you that any forward-looking statements
made during this presentation are subject to risk and uncertainty. Further, we
have no obligation to update any forward-looking statements to reflect
circumstances or events that occur after the date the forward-looking statements
are made.

If you're interested in factors that could cause our results to differ
materially from any forward-looking statements, they're detailed on our website
and summarized in our press release this morning.

With that, let me turn it over to Phil Humann.




Phil Humann: Thanks, Gary. And thanks to everybody for calling in this morning.
We realize it's a bank holiday, when I suspect you weren't looking for much in
the way of news.

Right up front, I need to tell you that we're not going to be able to take Q&A
on this call. And following the call, neither Gary, Mark nor I will be able to
respond to specific questions about today's release.

Now, the reasons for that are actually quite simple. Specifically, we think the
release speaks for itself and constitutes all we know on the subject of
restatement at this point.

Now I will tell you, I don't like this. But I hope you understand that we are
limited in what we're able to say about the expected restatement, about the
audit committee review or about its impact.

Now, having said that, we thought it was very important to have this call.
First, in today's environment, when an announcement like the one we made can be
easily misinterpreted, we didn't want to just issue a press release without
trying to offer some additional perspective on it.

As you know, we try to be as open and straightforward as we can about
developments at SunTrust. That's real easy when things are going well. But those
who know us know we also try to talk straight when things are not going well.
Now in that vein we will tell you all of what we know with respect to the
restatement at this point, even though it's not all that much beyond what was in
the press release.

I've asked Mark, our Chief Financial Officer, to give you our best sense at this
stage of what led to the expected restatement.




Now, looking beyond the restatement issue, we are cooperating enthusiastically
and fully with the audit committee in their review and are anxious to bring this
matter to a swift and proper conclusion.

We do know already that errors were made. What I can tell you is that we're
determined to understand fully what those errors were and take whatever steps --
I underscore -- whatever steps are necessary to make sure they don't happen
again.

Now, with respect to Sandra Jansky and Jorge Arrieta, the two executives placed
on administrative leave, it's important to note that no final determination of
any improper conduct has been made. Sandra and Jorge's duties will be handled
temporarily within our existing management structure.

Now as we say in the press release, SunTrust has a long history of integrity in
financial management. And I want every one of you to know that we take that
heritage very seriously.

We all know of companies, some in our industry, that, when confronted with a
situation like this, get very defensive and in effect circle the wagons. We're
not going to do that. We're going to manage through this episode in a
responsible manner and are determined to emerge from it with our reputation
intact.

I should also point out that while this clearly is not a positive development
for SunTrust, neither is it the end of the world. It has essentially no customer
impact, nor do I believe it will have any lingering implications for our
strategic priorities or business plans. Now let me turn it over to Mark.




Mark Chancy: Thank you, Phil. And good morning. As you can see from the press
release, the restatement relates to the company's allowance for loan losses
during the first and second quarters of 2004.

To put this issue into context, during 2003, SunTrust enhanced its methodology
for calculating its allowance. These enhancements include a more quantitative
approach to determine the allowance for each of its loan pools. The methodology
also provides management with a better tool to document the decisions
surrounding the adequacy of the allowance. Now, these enhancements were
implemented by SunTrust earlier this year in January of 2004. Now, with that as
background, let me now walk you through the specifics of the process that led to
the need for these restatements.

During preparation of the third quarter financials, the company determined that
an error had been made in an input to the calculation of the allowance
associated with its indirect loan portfolio. This error occurred in both the
first and the second quarters.

Without going into too much detail, the input error related to our use of the
gross charge-off data as opposed to using net charge-offs to augment a baseline
loss assumption for purposes of calculating the reserve for that loan pool. The
result of this was the determination that incremental reserves were required to
support this loan pool. Had we used the correct information, i.e., the net
charge-offs, no upward adjustment would have been required at that time.

To be specific, had the company used net charge-off data in calculating its
reserve of this pool, the provision for loan losses for the first quarter would
have been $24.8 million lower, or $17.4 million after tax. That lower provision
level translates into $0.07 per share for the quarter.




In the second quarter, provision would have been $6.8 million less, or $4.8
million after tax, which is a penny per share for the quarter.

So in combination, SunTrust earnings per share on a restated basis increased
from $2.55 per share to $2.63 for the six-month period ended June 30th, 2004.

Now let me comment on the third quarter. The company's audit committee has begun
an independent review of these errors, the communications that were made by
SunTrust personnel to PWC about the errors and all related matters. As a result,
the company has decided as a matter of prudence that it will delay its third
quarter earnings release until after the completion of this process.

As Phil mentioned, as soon as the review is complete and we are able to, we will
communicate with you again.

I hope that you now understand the context of this restatement. The company will
be working hard in the coming weeks to facilitate the audit committee's efforts
so that we can conclude the third quarter results and speak with you again.

Now let me turn it back to Phil.

Phil Humann: Thanks, Mark. Let me just simply wrap up by thanking you again for
calling in and also reminding you that we believe that SunTrust remains strong.
We're in great financial competitive shape and our people are doing a great job.

And an earnings restatement and even an audit committee review, we don't think
changes any of that one iota.

Thanks again for calling in.




EX-99.2 5 file003.htm PRESS RELEASE

Exhibit 99.2

[SunTrust Banks, Inc. Letterhead]

SunTrust Expects to Restate First and Second Quarter 2004
Earnings; Third Quarter Earnings Release Postponed Pending Review

ATLANTA, Oct. 11 — SunTrust Banks, Inc. (NYSE: STI) announced today that, as a result of revisions to previously reported quarterly allowances for loan losses, reported pre-tax income for the first quarter of 2004 is expected to be increased by $24.8 million, or $0.07 per share after tax. Pre-tax income for the second quarter of 2004 is expected to be increased by $6.8 million, or $0.01 per share after tax. As a result, SunTrust's reported pre-tax income for the first six months of 2004 is expected to be revised upwards by $31.6 million, or $0.08 per share after tax.

SunTrust said the expected restatement results from errors in input data used to calculate the first and second quarter 2004 allowances for loan losses related exclusively to the Company's indirect auto loan portfolio. The errors were uncovered during final preparation of third quarter financial results.

SunTrust's Audit Committee, with the assistance of its independent counsel, Wilmer Cutler Pickering Hale and Dorr LLP, has begun an independent review of the errors, communications by certain SunTrust personnel to its independent auditors about the errors, loan loss reserve issues, and related matters. SunTrust said it is possible this review could result in additional restatements to previously issued financial statements, including further adjustments to first and second quarter 2004 results.

Pending completion of the Audit Committee review, SunTrust has placed certain officers on paid administrative leave, including Sandra W. Jansky, Executive Vice President and Chief Credit Officer, and Jorge Arrieta, Senior Vice President and Controller.

SunTrust said that as a matter of prudence it will postpone release of its third quarter 2004 results, originally scheduled for tomorrow (October 12, 2004), pending completion of the Audit Committee review.

SunTrust Chairman, President and CEO L. Phillip Humann said that "SunTrust has a long and well-deserved reputation for integrity in financial stewardship and we will manage this episode in a manner that ensures that reputation remains intact."

The following table details the expected restatement which, as described above, is subject to further review and potential revision:


(in millions, except per share amounts) 1Q 2004 2Q 2004
Loan Loss Reserve
End of Period $ 942.5   $ 943.7  
Revised Reserve   917.7     912.1  
Increase in Quarterly
Pre-tax Earnings $ 24.8   $ 6.8  
Original Reported Earnings $ 358.5   $ 364.8  
Revised Earnings   375.9     369.6  
Increase in After-tax Earnings $ 17.4   $ 4.8  
Original Reported
Earnings Per Share $ 1.26   $ 1.29  
Revised Earnings Per Share   1.33     1.30  
Increase in Earnings Per Share $ 0.07   $ 0.01  

SunTrust management will provide comments on this announcement via telephone on October 11, 2004 at 9:00 a.m. (Eastern Time). Individuals are encouraged to call in beginning at 8:45 a.m. (Eastern Time) by dialing 1-888- 822-9863 (Passcode: Gary Peacock). Individuals calling from outside the United States should dial 1-484-630-1854 (Passcode: Gary Peacock). A replay of the call will be available beginning October 11, 2004 and ending October 25, 2004 at 5:00 p.m. (Eastern Time) by dialing 1-866-490-5922 (domestic) or 1-203-369-1709 (international).




Alternatively, individuals may listen to the live webcast of the presentation by visiting the SunTrust Web site at http://www.suntrust.com. The webcast will be hosted under "Investor Relations" located under "About SunTrust". Beginning the afternoon of October 11, 2004, listeners may access an archived version of the presentation in the "Webcasts and Presentations" subsection found under "Investor Relations". A link to the Investor Relations page is also found in the footer of the SunTrust home page.

SunTrust Banks, Inc., headquartered in Atlanta, is one of the nation's largest commercial banking organizations. The company operates an extensive distribution network primarily in Florida, Georgia, Maryland, North Carolina, South Carolina, Tennessee, Virginia and the District of Columbia and also serves customers in selected markets nationally. Its primary businesses include deposit, credit, trust and investment services. Through various subsidiaries the company provides credit cards, mortgage banking, insurance, brokerage and capital markets services. SunTrust's Internet address is http://www.suntrust.com.

The information provided herein, including related questions and answers, may contain forward looking statements. Statements that are not historical facts, including statements about SunTrust's beliefs and expectations, are forward-looking statements. These statements are based on beliefs and assumptions by SunTrust's management, and on information currently available to such management. The forward-looking statements are intended to be subject to the safe harbor protection provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements preceded by, followed by or that include the words "believes," "expects," "anticipates," "plans," "estimates," or similar expressions or future conditional verbs such as "will," "should," "would," and "could." Forward-looking statements speak only as of the date they are made, and SunTrust undertakes no obligation to update publicly any of them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties. Management cautions that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Examples of such factors include, but are not limited to: the results of the review being conducted by the Company's Audit Committee in connection with the Company's 2004 financial results, as described herein; changes in interest rates; changes in accounting principles, policies or guidelines; changes in the securities markets; changes in regulatory requirements; competitive pressures and changes in the economy. For a more thorough discussion of factors that could impact actual results, see the "A Warning About Forward-Looking Information" section of SunTrust's 2003 annual report filed on Form 10-K with the SEC. For further information regarding SunTrust, please read the SunTrust reports filed with the SEC and available at http://www.sec.gov.



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