SUNTRUST BANKS INC FORM 10-K405/A. (Amended Annual Report (Regulation S-K, item 405)) Filed 06/25/01 for the Period Ending 12/31/00

Transcription

1 SUNTRUST BANKS INC FORM 10-K405/A (Amended Annual Report (Regulation S-K, item 405)) Filed 06/25/01 for the Period Ending 12/31/00 Address 303 PEACHTREE ST N E ATLANTA, GA Telephone CIK Symbol STI SIC Code National Commercial Banks Industry Regional Banks Sector Financial Fiscal Year 12/31 Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 SUNTRUST BANKS INC FORM 10-K405/A (Amended Annual Report (Regulation S-K, item 405)) Filed 6/25/2001 For Period Ending 12/31/2000 Address 919 E MAIN ST RICHMOND, Virginia Telephone CIK Industry Regional Banks Sector Financial Fiscal Year 12/31

3 2000 FORM 10-K Securities and Exchange Commission Washington, DC Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2000 Commission file number SunTrust Banks, Inc. Incorporated in the State of Georgia IRS Employer Identification Number Address: 303 Peachtree Street, NE, Atlanta, GA Telephone: (404) Securities Registered Pursuant to Section 12(b) of the Act: Common Stock-$1.00 value, which is registered on the New York Stock Exchange. As of January 31, 2001, SunTrust had 296,358,740 shares of common stock outstanding. The aggregate market value of SunTrust common stock held by non-affiliates on January 31, 2001 was approximately $19.6 billion. SunTrust (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. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[x] Documents Incorporated By Reference Part III information is incorporated herein by reference, pursuant to Instruction G of Form 10-K, from SunTrust's Proxy Statement for its 2001 Annual Shareholders' Meeting, which will be filed with the Commission by March 8, Certain Part I and Part II information required by Form 10-K is incorporated by reference from the SunTrust Annual Report to Shareholders as indicated below. Except for parts of the SunTrust Annual Report to Shareholders expressly incorporated herein by reference, this Annual Report is not to be deemed filed with the Securities and Exchange Commission. Part I Page Item 1 Business 2-35 Item 2 Properties 35 Item 3 Legal Proceedings 35 Item 4 Not Applicable Part II Item 5 Market for the Registrant's Common Equity and Related Stockholder Matters Inside front cover, 9, 29 Inside back cover, Item 6 Selected Financial Data 9 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 2-35 Item 7a Quantitative and Qualitative Disclosures about Market Risk 25 Item 8 Financial Statements and Supplementary Data 29-32, Part III Item 9 Not Applicable Item 10 Directors and Executive Officers of the Registrant Proxy Statement Item 11 Executive Compensation Proxy Statement Item 12 Security Ownership of Certain Beneficial Owners and Management Proxy Statement Item 13 Certain Relationships and Related Transactions Proxy Statement

4 Part IV Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K 67 Certain statistical data required by the Securities and Exchange Commission are included on pages 9-32.

5 EXECUTIVE OFFICERS Name Business Experience Age John W. Clay, Jr. A Vice Chairman of the Company since August 2000 with 59 management oversight of SunTrust Bank and responsibility for corporate and investment banking. From 1997 until August 2000 he was an Executive Vice President of the Company. Prior to 1997, he was Chief Executive Officer of the Company's Tennessee banking operations Robert H. Coords An Executive Vice President of the Company and Chief 58 Efficiency and Quality Officer Donald S. Downing An Executive Vice President of the Company and Mortgage Line 54 of Business Head Samuel O. Franklin III An Executive Vice President of the Company and Chief Executive 57 Officer of the Company's Tennessee banking operations Charles T. Hill An Executive Vice President of the Company and, since August , President and Chief Executive Officer of the Mid-Atlantic banking operations. Prior to August 2000, Mr. Hill was Executive Vice President, Commercial Banking, and Senior Credit Officer for the Mid-Atlantic region Theodore J. Hoepner A Vice Chairman of the Company since August 2000 with 59 responsibility for the Company's technology and operations functions, asset quality, efficiency and quality initiatives, Human Resources and Legal and Regulatory Affairs. From 1997 until August 2000 he was an Executive Vice President of the Company, with responsibility for the Company's Florida banking operations, SunTrust Service Corporation, Human Resources and efficiency and quality initiatives L. Phillip Humann Chairman of the Board, President and Chief Executive Officer 55 of the Company. He is a Director of Coca-Cola Enterprises Inc., Equifax Inc. and Haverty Furniture Companies, Inc. Mr. Humann has been a director of the Company since Craig J. Kelly An Executive Vice President of the Company and Marketing 55 Director since January From 1997 to 2000, Mr. Kelly served as Group Executive Vice President at Crestar Bank responsible for Marketing. From 1987 to 1997, he was Senior Vice President and Director of Marketing for Banc One Corporation George W. Koehn An Executive Vice President of the Company and, since August , Chairman and Chief Executive Officer of the Company's Florida banking operations. Prior to August 2000, Mr. Koehn was President of the Florida banking operations and Chairman and Chief Executive Officer of the Central Florida banking unit Robert R. Long An Executive Vice President of the Company and Chief Executive 63 Officer of the Company's Georgia banking operations Carl F. Mentzer An Executive Vice President of the Company and Commercial Line 55 of Business Head. In May 1995, Mr. Mentzer was elected Chairman of the Board and Chief Executive Officer of SunTrust Bank, Tampa Bay and held that position until December 31, William P. O'Halloran Senior Vice President and Controller of the Company

6 Name Business Experience Age Dennis M. Patterson An Executive Vice President of the Company and Retail Banking 51 Line of Business Head, which includes the branch system, small business banking, private banking, consumer lending, insurance and credit card business. Prior to this, Mr. Patterson served as the Company's Marketing Director, with additional responsibility for corporate strategy development and SunTrust's online subsidiary (telephone and Internet banking) William H. Rogers, Jr. An Executive Vice President of the Company. Since October Mr. Rogers has had responsibility for trust, investment and private client services. Prior to October 2000, Mr. Rogers was head of Georgia community banking and the Georgia retail line of business R. Charles Shufeldt An Executive Vice President and line of business head for the 50 Company's Corporate and Investment Banking Unit since August Prior to that, Mr. Shufeldt served as Senior Vice President in the same unit John W. Spiegel A Vice Chairman of the Company since August 2000 with 59 responsibility for the Company's finance-related functions. Mr. Spiegel is also Chief Financial Officer, a position he has held for more than five years. Prior to August 2000, he was an Executive Vice President of the Company James M. Wells III A Vice Chairman of the Company since August 2000 with 54 responsibility for oversight of the Company's commercial, retail, mortgage and private client services lines of business. He also has senior executive responsibility for the Company's marketing and corporate strategy units, as well as product management. From January 2000 to August 2000, Mr. Wells served as President and Chief Executive Officer of the Company's Mid-Atlantic region. From 1997 to January 2000 he served as President and Chief Operating Officer of Crestar Financial Corporation and Crestar Bank Robert C. Whitehead An Executive Vice President of the Company and Chief 54 Information Officer E. Jenner Wood, III President of SunTrust Bank since October 2000 and an Executive 49 Vice President of the Company. Prior to October 2000, Mr. Wood was responsible for trust, investment and private client services

7 Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K EXHIBIT INDEX Exhibit Description Amended and Restated Articles of Incorporation of SunTrust Banks, Inc. ("Registrant") effective as of November 14, 1989, and amendment effective as of April 24, 1998, incorporated by reference to Exhibit 3.1 to Registrant's 1998 Annual Report on Form 10-K. 3.2 Amendment to Restated Articles of Incorporation of Registrant, effective April 18, 2000, incorporated by reference to Exhibit 3.1 of Registrant's Form 10-Q as of March 31, Bylaws of Registrant, amended effective as of August 8, 2000 (filed herewith). 4.1 Indenture Agreement between Registrant and Morgan Guaranty Trust Company of New York, as Trustee, incorporated by reference to Exhibit 4(a) to Registration Statement No Indenture between Registrant and PNC, N.A., as Trustee, incorporated by reference to Exhibit 4(a) to Registration Statement No Indenture between Registrant and The First National Bank of Chicago, as Trustee, incorporated by reference to Exhibit 4(b) to Registration Statement No Form of Indenture to be used in connection with the issuance of Subordinated Debt Securities, incorporated by reference to Exhibit 4.4 to Registration Statement No Form of Supplemental Indenture to be used in connection with the issuance of Subordinated Debt Securities, incorporated by reference to Exhibit 4.5 to Registration Statement No Form of Subordinated Debt Security, incorporated by reference to Exhibit 4.7 to Registration Statement No Form of Preferred Securities Guarantee, incorporated by reference to Exhibit 4.8 to Registration Statement No Form of Common Securities Guarantee, incorporated by reference to Exhibit 4.7 to Registration Statement No Form of Indenture to be used in connection with the issuance of Subordinated Debt Securities, incorporated by reference to Exhibit 4.4 to Registration Statement No Form of Floating Rate Subordinated Debt Security, incorporated by reference to Exhibit to Registration Statement No

8 4.11 Form of Fixed Rate Subordinated Debt Security, incorporated by reference to Exhibit to Registration Statement No Form of Common Securities Guarantee, incorporated by reference to Exhibit 4.7 to Registration Statement No Form of Preferred Securities Guarantee, incorporated by reference to Exhibit 4.8 to Registration Statement No Form of Supplemental Indenture to be used in connection with the issuance by SunTrust of Floating Rate Subordinated Debt Securities, incorporated by reference to Exhibit to Registration Statement No Form of Supplemental Indenture to be used in connection with the issuance by SunTrust of Fixed Rate Subordinated Debt Securities, incorporated by reference to Exhibit to Registration Statement No Form of Indenture, dated as of February 1, 1985, between SunTrust Bank Holding Company (as successor in interest to Crestar Financial Corporation) and The Chase Manhattan Bank, as Trustee, incorporated by reference to Exhibit 4.3 to Registration Statement No Form of Indenture, dated as of September 1, 1993, between SunTrust Bank Holding Company (as successor in interest to Crestar Financial Corporation) and The Chase Manhattan Bank, as Trustee, incorporated by reference to Exhibit 4.1 to Registration Statement No Form of Third Supplemental Indenture (to Indenture dated as of February 1, 1985), dated as of July 1, 1992, between SunTrust Bank Holding Company (as successor in interest to Crestar Financial Corporation) and The Chase Manhattan Bank, as Trustee, incorporated by reference to Registration Statement No Form of resolutions of the Board of Directors of Crestar Financial Corporation (now known as SunTrust Bank Holding Company) approving issuance of $150 million of 8 3/4% Subordinated Notes Due 2004, incorporated by reference to Exhibit 4.6 to Registration Statement No Form of First Supplemental Indenture (to Indenture dated as of September 1, 1993), dated as of January 1, 1998, between SunTrust Bank Holding Company (as successor in interest to Crestar Financial Corporation) and The Chase Manhattan Bank, as Trustee, incorporated by reference to Exhibit 4.7 to Registration Statement No Material Contracts and Executive Compensation Plans and Arrangements 10.1 Certificate of Trust of SunTrust Capital I, incorporated by reference to Exhibit 4.1 to Registration Statement No

9 10.2 Declaration of Trust of SunTrust Capital I, incorporated by reference to Exhibit 4.2 to Registration Statement No Form of Amended and Restated Declaration of Trust to be used in connection with the issuance of Preferred Securities, incorporated by reference to Exhibit 4.3 to Registration Statement No Certificate of Trust of SunTrust Capital III, incorporated by reference to Exhibit 4.1 to Registration Statement No Declaration of Trust of SunTrust Capital III, incorporated by reference to Exhibit 4.2 to Registration Statement No Form of Amended and Restated Declaration of Trust to be used in connection with the issuance of Floating Rate Preferred Securities, incorporated by reference to Exhibit to Registration Statement No Form of Amended and Restated Declaration of Trust to be used in connection with the issuance of Fixed Rate Preferred Securities, incorporated by reference to Exhibit to Registration Statement No SunTrust Banks, Inc. Supplemental Executive Retirement Plan effective as of August 13, 1996, and amendment effective as of November 10, 1998, incorporated by reference to Exhibit 10.9 to Registrant's 1998 Annual Report on Form 10-K Amendment to SunTrust Banks, Inc. Supplemental Executive Retirement Plan effective as of February 10, 1998 (filed herewith) SunTrust Banks, Inc. ERISA Excess Retirement Plan, effective as of August 13, 1996, and amendment effective as of November 10, 1998, incorporated by reference to Exhibit to Registrant's 1998 Annual Report on Form 10-K SunTrust Banks, Inc. Performance Unit Plan, amended and restated as of August 11, 1998, incorporated by reference to Exhibit to Registrant's 1998 Annual Report on Form 10-K SunTrust Banks, Inc. Management Incentive Plan, amended and restated as of February 8, 2000, incorporated by reference to Exhibit to Registrant's 1999 Annual Report on Form 10-K SunTrust Banks, Inc. 401(k) Excess Plan Amended and Restated as of July 1, 1999, incorporated by reference to Exhibit to Registrant's 1999 Annual Report on Form 10-K SunTrust Banks, Inc. Executive Stock Plan, incorporated by reference to Exhibit to Registrant's 1998 Annual Report on Form 10-K.

10 10.15 Amendment to SunTrust Banks, Inc. Executive Stock Plan, effective February 10, 1998, incorporated by reference to Exhibit 10.8 to Registrant's 1997 Annual Report on Form 10-K SunTrust Banks, Inc. Performance Stock Agreement, effective February 11, 1992, and First Amendment to Performance Stock Agreement effective February 10, 1998, incorporated by reference to Exhibit 10.9 to Registrant's 1997 Annual Report on Form 10-K SunTrust Banks, Inc Executive Stock Plan, incorporated by reference to Exhibit to Registrant's 1999 Annual Report on Form 10-K Amendment to the SunTrust Banks, Inc Executive Stock Plan, effective as of August 11, 1998, incorporated by reference to Exhibit to Registrant's 1998 Annual Report on Form 10-K SunTrust Banks, Inc Stock Plan, effective February 8, 2000, incorporated by reference to Exhibit A to Registrant's 2000 Proxy Statement on Form 14A SunTrust Banks, Inc. Deferred Compensation Plan, effective October 1, 1999 and Amendment Number One, effective October 31, 1999, incorporated by reference to Exhibit to Registrant's 1999 Annual Report on Form 10-K Amendment to Exhibit A to the SunTrust Banks, Inc. Deferred Compensation Plan, effective January 1, 2000 (filed herewith) SunTrust Banks, Inc. Directors Deferred Compensation Plan effective as of January 1, 1994, incorporated by reference to Exhibit to Registrant's 1998 Annual Report on Form 10-K Crestar Financial Corporation Executive Life Insurance Plan, as amended and restated effective January 1, 1991, and amendments effective December 18, 1992, March 30, 1998, and December 30, 1998, incorporated by reference to Exhibit to Registrant's 1998 Annual Report on Form 10-K Stock Option Plan of Crestar Financial Corporation and Affiliated Corporations, as amended through January 24, 1997, incorporated by reference to Exhibit to Registrant's 1998 Annual Report on Form 10-K Employment Agreement between Registrant and Richard G. Tilghman, effective as of December 31, 1998, incorporated by reference to Exhibit to Registrant's 1998 Annual Report on Form 10-K Employment Agreement between Registrant and James M. Wells III, effective as of December 31, 1998, incorporated by reference to Exhibit to Registrant's 1999 Annual Report on Form 10-K Crestar Financial Corporation Excess Benefit Plan, amended and restated effective December 26, 1990 and amendments thereto (effective December 18, 1992, March 30, 1998 and December 30, 1998), incorporated by reference to Exhibit to Registrant's 1998 Annual Report on Form 10-K.

11 10.28 United Virginia Bankshares Incorporated Deferred Compensation Program under Incentive Compensation Plan of United Virginia Bankshares Incorporated and Affiliated Corporation, amended and restated through December 7, 1983, incorporated by reference to Exhibit to Registrant's 1998 Annual Report on Form 10-K Amendments (effective January 1, 1987 and January 1, 1988) to United Virginia Bankshares Incorporated Deferred Compensation Program Under Incentive Compensation Plan of United Virginia Bankshares Incorporated and Affiliated Corporation (filed herewith) Amendment (effective January 1, 1994) to Crestar Financial Corporation Deferred Compensation Program Under Incentive Compensation Plan of Crestar Financial Corporation and Affiliated Corporations (filed herewith) Amendment (effective September 21, 1995) to Crestar Financial Corporation Deferred Compensation Program Under Incentive Compensation Plan of Crestar Financial Corporation and Affiliated Corporations, incorporated by reference to Exhibit to Registrant's 1998 Annual Report on Form 10-K Crestar Financial Corporation Deferred Compensation Plan for Outside Directors of Crestar Financial Corporation and Crestar Bank, amended and restated through December 13, 1983 and amendments thereto (effective January 1, 1985, April 24, 1991, December 31, 1993 and October 23, 1998), incorporated by reference to Exhibit to Registrant's 1998 Annual Report on Form 10-K Amendment (effective January 1, 1999) to Crestar Financial Corporation Deferred Compensation Plan for Outside Directors of Crestar Financial Corporation, incorporated by reference to Exhibit to Registrant's 1999 Annual Report on Form 10-K Crestar Financial Corporation Additional Nonqualified Executive Plan, amended and restated effective December 26, 1990 and amendments thereto (effective December 18, 1992, March 30, 1998 and December 30, 1998), incorporated by reference to Exhibit to Registrant's 1998 Annual Report on Form 10-K Crestar Financial Corporation 1993 Stock Incentive Plan, as amended and restated effective February 28, 1997, incorporated by reference to Exhibit 10(af) to Crestar Financial Corporation's 1997 Annual Report on Form 10-K Amendments (effective December 19, 1997) to Crestar Financial Corporation 1993 Stock Incentive Plan, incorporated by reference to Exhibit to Registrant's 1998 Annual Report on Form 10-K Crestar Financial Corporation Supplemental Executive Retirement Plan, effective January 1, 1995 (filed herewith).

12 10.38 Amendments (effective December 20, 1996) to the Crestar Financial Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10(aj) to Crestar Financial Corporation's 1997 Annual Report on Form 10-K Amendments (effective December 17, 1997) to Crestar Financial Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10(al) to Crestar Financial Corporation's 1997 Annual Report on Form 10-K Amendments (effective December 19, 1997 and December 29, 1998) to the Crestar Financial Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit to Registrant's 1998 Annual Report on Form 10-K Crestar Financial Corporation Directors' Equity Program, effective January 1, 1996, incorporated by reference to Exhibit 10(ao) to Crestar Financial Corporation's 1996 Annual Report on Form 10-K Amendment (effective December 20, 1996) to Crestar Financial Corporation Directors' Equity Program, incorporated by reference to Exhibit 10(ap) to Crestar Financial Corporation's 1996 Annual Report on Form 10-K Amendment (effective September 26, 1997) to Crestar Financial Corporation Directors' Equity Program, incorporated by reference to Exhibit 10(ao) to Crestar Financial Corporation's 1997 Annual Report on Form 10-K Amendments (effective October 23, 1998) to Crestar Financial Corporation Directors' Equity Program, incorporated by reference to Exhibit to Registrant's 1998 Annual Report on Form 10-K Amendment (effective October 23, 1998) to Crestar Financial Corporation Directors' Equity Program, incorporated by reference to Exhibit to Registrant's 1999 Annual Report on Form 10-K Statement re computation of per share earnings (filed herewith) Ratio of Earnings to Fixed Changes (filed herewith) Registrant's 2000 Annual Report to Shareholders (filed herewith) Registrant's Subsidiaries (filed herewith) Registrant's Proxy Statement relating to the 2001 Annual Meeting of Shareholders, dated March 1, 2001, filed on March 1, Consent of Independent Public Accountants (filed herewith). Certain instruments defining rights of holders of long-term debt of Registrant and its subsidiaries are not filed herewith pursuant to Item 601(b) (4)(iii) of Regulation S-K. At the Commission's request, Registrant agrees to give the Commission a copy of any instrument with respect to long-term debt of Registrant and its consolidated subsidiaries and any of its

13 unconsolidated subsidiaries for which financial statements are required to be filed under which the total amount of debt securities authorized does not exceed ten percent of the total assets of Registrant and its subsidiaries on a consolidated basis. * Incorporated by reference. Certain statistical data required by the Securities and Exchange Commission are included on pages AR 9 thru AR 32.

14 SIGNATURES Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf on February 13, 2001 by the undersigned, thereunto duly authorized. SUNTRUST BANKS, INC. (Registrant) By: /s/ L. Phillip Humann L. Phillip Humann Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed on February 13, 2001 by the following persons on behalf of the Registrant and in the capacities indicated. By: /s/ L. Phillip Humann L. Phillip Humann Chairman of the Board, President and Chief Executive Officer By: /s/ John W. Spiegel John W. Spiegel Vice Chairman and Chief Financial Officer By: /s/ William P. O'Halloran William P. O'Halloran Senior Vice President and Controller (Chief Accounting Officer)

15 /s/ J. Hyatt Brown J. Hyatt Brown /s/ Alston D. Correll Alston D. Correll /s/ Douglas N. Daft Douglas N. Daft /s/ A. W. Dahlberg A. W. Dahlberg Director Director Director Director Director Patricia C. Frist /s/ David H. Hughes David H. Hughes Director Director M. Douglas Ivester /s/ Summerfield K. Johnston, Jr Summerfield K. Johnston, Jr. /s/ Joseph L. Lanier, Jr Joseph L. Lanier, Jr. Director Director Director Frank E. McCarthy /s/ G. Gilmer Minor, III G. Gilmer Minor, III /s/ Larry L. Prince Larry L. Prince /s/ R. Randall Rollins R. Randall Rollins /s/ Frank S. Royal, M.D Frank S. Royal, M.D. /s/ James B. Williams Director Director Director Director Director James B. Williams

16 SUNTRUST 2000 Annual Report SunTrust Banks, Inc.

17 SunTrust SunTrust Banks, Inc., with assets of $103.5 billion, is among the nation's largest financial holding companies. Its principal subsidiary, SunTrust Bank, offers a full line of financial services for consumers and businesses. SunTrust serves more than 3.7 million customer households through a regional organizational structure that encompasses more than 1,100 branches and 1,900 ATMs in six states -- Alabama, Florida, Georgia, Maryland, Tennessee and Virginia-- plus the District of Columbia. SunTrust also offers 24-hour delivery channels including internet and telephone banking. In addition to traditional deposit, credit and trust and investment services offered by SunTrust Bank, other SunTrust subsidiaries provide mortgage banking, commercial and auto leasing, credit-related insurance, asset management, discount brokerage and capital market services. As of December 31, 2000, SunTrust had total trust assets of $138.4 billion, including more than $91.6 billion in discretionary trust assets, and a mortgage-servicing portfolio in excess of $42.3 billion. On The Cover SunTrust's corporate headquarters are in Atlanta, Georgia. Financial Highlights Letter to Shareholders Management's Discussion and Analysis of Operations and Financial Condition Consolidated Financial Statements Form 10-K Board of Directors Management Committee General Information Inside Back Cover

18 Financial Highlights Year Ended December 31 (Dollars in millions except per share data) For the Year Income before extraordinary gain $ 1,294.1 $ 1,124.0 $ Extraordinary gain, net of taxes Net income 1, , ========================================================================================= Common dividends paid Per Common Share Income - diluted before extraordinary gain $ 4.30 $ 3.50 $ 3.04 Extraordinary gain Net income - diluted ========================================================================================= Dividends declared Common stock closing price Book value ========================================================================================= Financial Ratios Return on average assets (ROA) 1.35% 1.48% 1.18% Return on average realized shareholders' equity Return on average total shareholders' equity Net interest margin (taxable-equivalent) Efficiency ratio Tier 1 capital ratio Total capital ratio ========================================================================================= Selected Average Balances Total assets $ 98,397.8 $ 92,820.8 $ 85,536.9 Earning assets 88, , ,880.9 Loans 70, , ,590.5 Deposits 66, , ,725.3 Realized shareholders' equity 6, , ,641.4 Total shareholders' equity 7, , ,853.6 Common shares - diluted (thousands) 300, , ,711 ========================================================================================= At December 31 Total assets $ 103,496.4 $ 95,390.0 $ 93,169.9 Earning assets 91, , ,295.1 Loans 72, , ,540.6 Allowance for loan losses Deposits 69, , ,033.3 Realized shareholders' equity 6, , ,090.4 Total shareholders' equity 8, , ,178.6 Common shares outstanding (thousands) 296, , ,124 Market value of investment in common stock of The Coca-Cola Company (48,266,496 shares) $ 2,941 $ 2,812 $ 3,234 ========================================================================================= In this report, SunTrust presents a return on average realized shareholders' equity, as well as a return on average total shareholders' equity. The return on average realized shareholders' equity excludes net unrealized security gains. Due to its ownership of 48 million shares of common stock of The Coca-Cola Company resulting in an unrealized net gain of $1.9 billion, the Company believes that this measure is more indicative of its return on average shareholders' equity when comparing performance to other companies. Earnings Per share Before Extraordinary Gain ($ per diluted common share) ' ' ' ' ' ' Dividends Declared ($ per common share) '95.74 '96.83 '97.93 ' '

19 ' Common Stock Price & Book Value* ($ per share) Stock Price High Stock Price Low Book Value Price Range = Book Value * Price range for the year and book value at year end SunTrust Banks, Inc. 1

20 "...SunTrust benefits from a distinct combination of strengths: an enviable franchise in very attractive markets...a good business mix... a strong balance sheet...the necessary capital, technology and human resources... and a proven execution capability." [PICTURE APPEARS HERE]

21 [PHOTO OF L. PHILIP HUMANN] To Our Shareholders Thanks primarily to the hard work of SunTrust's 28,000 employees, I am proud to report that our Company successfully met the challenges posed by an uncertain operating environment in the year We delivered solid financial results in a year that our Company -- and our industry -- dealt with the impact of emerging crosscurrents in the U.S. economy. We also made progress in implementing an ambitious program of organizational change designed to enhance our performance prospects for the future. Solid Financial Results Operating earnings -- earnings attributable to our core business activities -- were $4.39 per diluted share in 2000, a 12 percent increase from $3.92 per diluted share a year earlier. Total operating earnings were $1.32 billion, up from the $1.26 billion earned in Reported net income, which includes $27.6 million in planned after-tax charges related to the completion of our merger with the former Crestar Financial Corporation, was $1.29 billion, or $4.30 per diluted share, compared with $1.33 billion, or $4.13 per diluted share, a year earlier. Looking at key performance ratios, reported return on average assets for the full year 2000 was 1.35 percent and return on average realized equity was percent. The year's financial results are discussed in detail in the Management's Discussion and Analysis section of this report. However, it is appropriate to comment briefly about the impact on our performance of some external economic trends in The year was characterized first by unexpectedly high interest rates and then, continuing into 2001, increasing signs of a slowdown in economic growth. Despite healthy loan volume, our net interest margin was compressed early in the year due to a series of hikes in short-term interest rates initiated by the Federal Reserve Board. This had a dampening effect on net interest income growth that was later mitigated as rates moved lower -- and as we adjusted loan pricing and stepped up growth of low-cost core deposits. Economic factors also slowed growth in noninterest income. A weak stock market, for example, was reflected in lower trust-related fees and we experienced a rate-related drop in mortgage origination fees. We are moving to compensate for these factors through fine-tuning our business mix and stepping up new business generation. When the economy shows signs of slowing, perhaps the most visible impact on banks is in the credit quality area. We saw some weakness in loans to borrowers in certain industries and, predictably, an increase in non-performing assets overall. We continue to monitor this situation very closely; the state of the economy is always a major consideration. But given the composition of our loan portfolio and the strength of our reserves, we are confident our historical focus on superior credit quality will be maintained. L. Phillip Humann Chairman, President and Chief Executive Officer SunTrust enjoys a leading market position in Orlando, Florida, which consistently ranks as one of the fastest-growing metropolitan areas in the United States. SunTrust Banks, Inc. 3

22 "As our efficiency-related initiatives take hold, resources are made available for new investments in technology -- and in people -- to grow our five revenue- generating lines of business: Retail Banking, Commercial Banking, Corporate and Investment Banking, Mortgage, and Personal Client Services..." [PICTURE APPEARS HERE]

23 [PHOTO OF JOHN W. SPIEGEL, JAMES M. WELLS III, JOHN W. CLAY, JR., THEODORE J. HOEPNER] In February 2001, the Board of Directors voted an 8.1 percent increase in the cash dividend paid on the Company's common stock, bringing the annual dividend to $1.60 per common share. Stock Performance Earnings momentum notwithstanding, 2000 was without doubt a disappointing year in terms of the performance of SunTrust stock. Our shares, like those of virtually all banks, traded at markedly lower levels than shareholders enjoyed in recent years when the stock reached all-time highs. The fact that our experience paralleled that of the industry did not make it any more pleasant for shareholders. It is, however, important to note that SunTrust has not been singled out by investors for harsh treatment. Investors tended to move away from bank stocks as a group during 2000 without differentiating between individual institutions. As one of the largest banks in the nation, SunTrust was not insulated from this industry trend. It is impossible at any time to predict the direction of the stock market -- and especially so when the economic outlook itself is cloudy. But we believe SunTrust benefits from a distinct combination of strengths: an enviable franchise in very attractive markets...a good business mix... a strong balance sheet...the necessary capital, technology and human resources...and a proven execution capability. As the financial markets come to understand the steps we are taking to leverage these strengths -- and as we translate those steps into consistently strong earnings growth -- we hope and expect that the market price of our shares will reflect that understanding. Management Focus To provide concentrated corporate-level focus on SunTrust's major lines of business, geographic operations and support functions -- while also maintaining strong local market emphasis, we announced in mid-year a realignment of certain senior management responsibilities. The centerpiece of our announcement was the promotion of four of SunTrust's most capable and experienced executives to new vice chairman positions with the Company. The new vice chairmen, pictured above, have joined me in creating the SunTrust Policy Committee, an internal forum for policy formulation and business plan coordination. This new Committee will help ensure that management resources are sharply focused on implementing the organization's broad strategic plans, as well as initiatives aimed at achieving enhanced standardization and operating efficiency. These initiatives are discussed in more detail later in this letter. We were also pleased during 2000 to welcome to our Board of Directors Douglas N. Daft, Chairman of the Board and Chief Executive Officer of The Coca- Cola Company, and Patricia C. Frist, partner in Frist Capital Partners, President of the Nashville-based Frisco, Inc. and President of the Patricia C. Frist and Thomas F. Frist, Jr. Foundation. Vice Chairmen (pictured left to right) John W. Spiegel Chief Financial Officer James M. Wells III Commercial, Retail, Mortgage, Private Client Services Lines of Business, Corporate Strategy, Marketing John W. Clay, Jr. Geographic Banking, Corporate and Investment Banking Line of Business Theodore J. Hoepner Technology & Operations, Human Resources, Asset Quality, Legal & Regulatory Affairs, and Efficiency and Quality Initiatives In Nashville, Tennessee, as in all SunTrust markets, ATMs and internet banking complement telebanking and traditional branches to provide 24-hour service capability. SunTrust Banks, Inc. 5

24 [PICTURE APPEARS HERE] "The completion of the Crestar merger brought with it planned cost savings as well as the prospect of additional revenue growth as we tap the potential of the Mid-Atlantic markets." Mid-Atlantic Conversion Underscoring the scope of our geographic franchise, the final step in the completion of our merger with the former Crestar Financial Corporation was concluded over the three-day Memorial Day weekend in May In a well-coordinated, multi-dimensional effort, accounts at more than 1.5 million customer households were converted to SunTrust systems. At the same time, more than 4,000 distinctive SunTrust signs went up on banking offices, ATMs, data centers, and other facilities throughout Virginia, Maryland and Washington, D.C. Reflecting the overall success of the conversion, we saw essentially no loss of customers or business in the Mid-Atlantic market. This was a significant achievement given the magnitude and technical complexity of the conversion process. It also sets SunTrust's Mid-Atlantic experience apart from some other large bank mergers nationally which, in some cases, were characterized by widespread customer dislocation and reported integration problems. The completion of the Crestar merger brought with it planned cost savings as well as the prospect of additional revenue growth as we tap the potential of the Mid-Atlantic markets. In particular, the Greater Washington, D.C. market, with its affluent population base and expanding high-tech corporate sector, holds considerable opportunity. In the post-merger environment, SunTrust Bank, Mid-Atlantic takes its place along with SunTrust Bank, Georgia; SunTrust Bank, Florida; and SunTrust Bank, Tennessee, as one of our four flagship banking units. Becoming "One-Bank" With the merger behind us, technology resources dedicated to the Mid-Atlantic customer conversion were freed up to operationally support SunTrust's move to "one-bank." This initiative got underway with the legal consolidation of 28 previously separate SunTrust bank charters into a single charter on January 1, Historically, one of SunTrust's greatest competitive strengths has been our reliance on strong local management of individual, geographyoriented banking units. Even with the charter consolidation, individual SunTrust "banks" -- although no longer separate legal entities -- remain the primary vehicles in the marketplace for our community involvement, business generation efforts and customer relationships. Our decentralized management structure permits us to deliver big bank capabilities with a true local touch, something that differentiates us from other large, multi-state banks. We are committed to maintaining this competitive advantage even as we move toward greater standardization across our Company. For customers, a tangible result of the charter consolidation is the ability to uniformly conduct banking transactions-- such as accessing account information or cashing a check -- anywhere Annual Report

25 [PICTURE APPEARS HERE] in the SunTrust system. Under our old multi-bank structure, individual SunTrust "banks" often had different product features or customer procedures, in some cases mandated by legal or regulatory requirements that varied from state to state. While consistent customer service is a major benefit, the charter move will also have a big behind-the-scenes impact. Operating as one bank, with common processes and operating procedures, permits many back-office and administrative functions to be streamlined. This in turn contributes to improved operating efficiency, always a critical corporate priority for SunTrust, but never more so than in Toward Improved Efficiency As external economic pressures caused a slowdown in revenue growth in some business lines, the importance of operating more efficiently across the Company was highlighted last year. The focal point for SunTrust's Company-wide efficiency drive is our "Corporate Efficiency and Quality Officer" organization -- referred to internally as the "CEQO." Under the CEQO's auspices, and with the support of business units and staff groups throughout the Company, more than 20 separate programs and projects are underway in areas ranging from corporate hiring trends to real estate management to purchasing to branch configuration. A major goal in this area is to reduce immediate expense levels. But in our definition, efficiency means more than cost cutting: it also means "re- engineering" parts of the Company to take advantage of cost-save and revenue enhancement opportunities afforded by our size, scope and new one-bank structure. And it means doing this without sacrificing any quality in the level of service required to attract and, equally important, to retain customers. Recognizing that salaries are one of the single largest components of SunTrust's noninterest expenses, we moved at mid-year to restrict the hiring of new employees from outside the organization unless they had specialized skills needed to implement specific, revenue-generating plans. Using this approach, we were able to reduce head count and salary expense at SunTrust without resorting to the broad-based job eliminations seen elsewhere in our markets that can impact employee morale and customer service. Throughout 2000, we focused with increased diligence on bringing the combined purchasing power of our organization to bear on the price we pay for the vast array of goods and services used in running our business. The establishment of corporate purchasing and expense guidelines -- coupled with the renegotiation of contracts for things like ATM maintenance, overnight mail delivery, security equipment and collection services -- has already yielded substantial savings while contributing to a standardized organizational experience. By centralizing management of SunTrust's real estate assets -- our multi- state network of banking facilities, office buildings and operationsrelated space -- we realized considerable savings in 2000, with the prospect of even more savings as we integrate space planning with business planning on a structured basis. In one example of how this works, a highly detailed review of The Greater Washington, D.C. market, with its affluent population base and expanding high-tech sector, holds considerable opportunity for SunTrust. SunTrust Banks, Inc. 7

26 "...providing an environment in which the aspirations of excellent people can be satisfied is one of our highest institutional priorities." our space requirements in the Atlanta market alone resulted in the identification of some 250,000 square feet of excess space which resulted in a projected savings of $6 million. As our efficiency-related initiatives take hold, resources are made available for new investments in technology -- and in people -- to grow our five revenue-generating lines of business: Retail Banking, Commercial Banking, Corporate and Investment Banking, Mortgage, and Personal Client Services, through which we provide trust and investment-related services. Talent Management This letter would be incomplete without noting that, in the end, SunTrust's most significant competitive advantage is the talent, energy and expertise of our employees. Accordingly, providing an environment in which the aspirations of excellent people can be satisfied is one of our highest institutional priorities. We also are working to ensure that SunTrust's work environment is supportive and responsive to our increasingly diverse client and employee base. Encouraging and valuing our employees' unique perspectives promote teamwork and innovation -- qualities that will help us achieve our business and financial performance goals well into the future. * * * In closing I would like simply to say, "thank you": To our customers, for choosing SunTrust as your financial services provider; To our employees, for your commitment and extra effort during a year that wasn't always easy; To the members of our regional boards, whose advice and counsel are invaluable as we seek to meet the needs of local markets; To our Corporate Board of Directors, for your support and direction. In particular, I extend special appreciation for their service to two directors who retired from the Board in 2000: Scott L. Probasco, Jr., former Chairman of the Executive Committee of SunTrust Bank, Chattanooga, and Richard G. Tilghman, former Vice Chairman and Executive Vice President of SunTrust Banks, Inc. and Chairman of SunTrust Bank, Mid-Atlantic. In addition, it is with sadness that I report the death of SunTrust Board Member Frank E. McCarthy, President of the National Automobile Dealers Association. A director since 1998, Mr. McCarthy brought a unique combination of grace and wisdom to our deliberations. He will be missed. And finally, to our shareholders, thank you for your continuing interest in SunTrust, your investment in our Company...and your confidence in our future. /s/ L. Phillip Humann L. Phillip Humann Chairman, President and Chief Executive Officer March 1, Annual Report