STI » Topics » Item 8.01 Other Events.

This excerpt taken from the STI 8-K filed Jun 8, 2009.

Item 8.01 Other Events.

On June 8, 2009, SunTrust Banks, Inc. (the "Registrant" or "SunTrust") announced the completion of its previously announced common stock offering and other initiatives that bring the Company to 96% of the Tier 1 common capital target indicated by the Federal Reserve’s Supervisory Capital Assessment Program ("SCAP"). A copy of the News Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. All information in the news release speaks as of the date thereof and the Registrant does not assume any obligation to update said information in the future.






SIGNATURES

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

         
    SunTrust Banks, Inc.
          
June 8, 2009   By:   /s/ David A. Wisniewski
       
        Name: David A. Wisniewski
        Title: Assocaite General Counsel, Group Vice President and Assistant Secretary


Exhibit Index


     
Exhibit No.   Description

 
99.1
  News release dated June 8, 2009
This excerpt taken from the STI 8-K filed Apr 30, 2009.

Item 8.01 Other Events.

Annual Meeting Voting Results

At the close of business on February 18, 2009, the record date for the Annual Meeting of Shareholders held on April 28, 2009, there were 359,64,118 shares of common stock outstanding. At the meeting, the shareholders of the Registrant took the following actions, and cast the following votes:

1. elected the following individuals as directors of SunTrust:

Alston D. Correll
For - 275,407,756
Withheld/Abstain - 19,315,651

Patricia C. Frist
For - 275,107,092
Withheld/Abstain - 19,616,315

Blake P. Garrett, Jr.
For - 282,467,710
Withheld/Abstain - 12,255,696

David H. Hughes
For - 275,815,471
Withheld/Abstain - 18,907,935

M. Douglas Ivester
For - 280,654,927
Withheld/Abstain - 14,068,480

G. Gilmer Minor III
For - 275,461,305
Withheld/Abstain - 19,262,102

James M. Wells III
For - 278,895,686
Withheld/Abstain - 15,827,720

Karen Hastie Williams
For - 264,307,975
Withheld/Abstain - 30,415,431

2. ratified the appointment of Ernst & Young LLP as independent auditors of SunTrust for 2009:

For
288,675,868

Against
3,030,469

Abstain
3,017,070

Broker Non Votes
N/A

3. approved the SunTrust Banks, Inc. 2009 Stock Plan:

For
211,565,329

Against
25,176,404

Abstain
2,869,869

Broker Non Votes
55,111,805

4. and approved the non-binding advisory vote ("say-on-pay") resolution approving the compensation of the Company’s executives as described in the Summary Compensation Table as well as in the Compensation Discussion and Analysis and the other executive compensation tables and related discussion.

For
203,866,202

Against
85,105,176

Abstain
5,752,028

Broker Non Votes
N/A

In addition to the directors named above who were elected at the meeting, the terms of the following directors will continue until the annual meeting of shareholders in 2010:
Robert M. Beall, II,
Jeffrey C. Crowe,
J. Hicks Lanier,
Larry L. Prince,
Frank S. Royal, M.D., and
Phail Wynn, Jr.







SIGNATURES

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

         
    SunTrust Banks, Inc.
          
April 29, 2008   By:   /s/ David A. Wisniewski
       
        Name: David A. Wisniewski
        Title: Group Vice President and Associate General Counsel
This excerpt taken from the STI 8-K filed Dec 9, 2008.

Item 8.01 Other Events.

On December 9, 2008, SunTrust Banks, Inc. ("SunTrust" or the "Registrant") announced its intention to issue additional shares of preferred stock to the U.S. Treasury under its Capital Purchase Plan. A copy of SunTrust’s news release is attached hereto as Exhibit 99.1 and incorporated herein. All information in the news release is provided as of the date thereof and SunTrust does not assume any obligation to update such information in the future. In addition, SunTrust disclaims any inference regarding the materiality of such information which otherwise may arise as a result of its filing such information under this Item.






SIGNATURES

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

         
    SunTrust Banks, Inc.
          
December 9, 2008   By:   /s/ David A. Wisniewski
       
        Name: David A. Wisniewski
        Title: Group Vice President and Associate General Counsel


Exhibit Index


     
Exhibit No.   Description

 
99.1
  News release dated December 9, 2008.
This excerpt taken from the STI 8-K filed Oct 27, 2008.

Item 8.01 Other Events.

On October 27, 2008, SunTrust Banks, Inc. issued a news release regarding its planned sale of $3.5 billion in preferred stock to the U.S. Treasury and its separate announcement of a reduction in its dividend. The news release is attached to this report as Exhibit 99.1 and incorporated into this Item 8.01 by reference.





Important Cautionary Statement About Forward-Looking Statements
The information in this report may contain forward-looking statements. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Such statements are based upon the current beliefs and expectations of management and on information currently available to management. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements speak as of the date hereof, and we do not assume any obligation to update the statements made herein 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 can be found in Exhibit 99.3 to our Current Report on Form 8-K filed with the SEC on October 23, 2008, and are incorporated by reference herein.


SIGNATURES

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

         
    SunTrust Banks, Inc.
          
October 27, 2008   By:   /s/ David A. Wisniewski
       
        Name: David A. Wisniewski
        Title: Group Vice President, Associate General Counsel and Assistant Secretary


Exhibit Index


     
Exhibit No.   Description

 
99.1
  News release dated October 27, 2008.
This excerpt taken from the STI 8-K filed Oct 23, 2008.

Item 8.01 Other Events.

Important Cautionary Statement About Forward-Looking Statements

The information in this report may contain forward-looking statements. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Such statements are based upon the current beliefs and expectations of management and on information currently available to management. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements speak as of the date hereof, and we do not assume any obligation to update the statements made herein 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 can be found in Exhibit 99.3 to this report.

This excerpt taken from the STI 8-K filed Jun 20, 2008.

Item 8.01 Other Events.

SunTrust Banks, Inc. issued a news release today which is attached at Exhibit 99.1 and incorporated herein by reference.





This excerpt taken from the STI 8-K filed Apr 17, 2008.

Item 8.01 Other Events.

On April 17, 2008, SunTrust Banks, Inc. ("SunTrust") announced that it had entered into an agreement with Symcor Inc. under which a portion of SunTrust’s back-office banking operations will be outsourced to Symcor. A copy of SunTrust’s news release announcing the Agreement is attached hereto as Exhibit 99.1 and incorporated herein. All information in the news release is provided as of the date thereof and SunTrust does not assume any obligation to update such information in the future. In addition, SunTrust disclaims any inference regarding the materiality of such information which otherwise may arise as a result of its filing such information under this Item.






SIGNATURES

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

         
    SunTrust Banks, Inc.
          
April 17, 2008   By:   /s/ David A. Wisniewski
       
        Name: David A. Wisniewski
        Title: Associate General Counsel and Group Vice President


Exhibit Index


     
Exhibit No.   Description

 
99.1
  News release dated April 17, 2008.
This excerpt taken from the STI 8-K filed Nov 14, 2007.

Item 8.01 Other Events.

On October 3, 2007, Visa Inc. ("Visa") announced that it had completed restructuring transactions in preparation for its initial public offering ("IPO") which it expects to occur in the first quarter of 2008. As part of this restructuring, SunTrust Banks, Inc. ("the Company") received its proportionate share of Class USA shares of Visa common stock. The Company anticipates that a portion of these shares will be redeemed by Visa as part of the IPO with the remaining shares eventually converted to Class A shares at the later of three years after the IPO or upon resolution of certain litigation related to Visa and the Company’s participation in the Visa network. Additionally, the Company expects that a portion of the proceeds from the IPO will be used by Visa to fund any judgments and/or settlements related to such litigation should Visa and/or its member banks be found liable. The Company anticipates that the Company’s share of the expected proceeds from the IPO will exceed the Company’s share of any losses related to such litigation. The Company does not currently anticipate that such litigation will have a material impact on its results of operation or financial condition.

On November 7, 2007, Visa announced that it had reached a settlement regarding certain litigation with American Express totaling $2.25 billion. Pursuant to agreements among Visa and its member banks, and based on the announced settlement with American Express, the Company will be liable to Visa for approximately $26 million of the settlement payments, which represents the Company’s share of the settlement liability. The Company will reflect this liability in its fourth quarter financial statements.

With respect to the remaining litigation related to Visa and the Company’s participation in the Visa network, at this time the Company does not know the probable outcome of such litigation and cannot reasonably estimate a range of loss. The Company will continue to monitor these litigation matters and related accounting guidance and record any change in the liability related to its portion of the certain litigation upon additional information becoming available.





This excerpt taken from the STI 8-K filed Sep 11, 2007.

Item 8.01 Other Events.

At slide 18 of exhibit 99.1, which is described in Item 7.01 above, the Company makes the following statement about the estimated impact in the third quarter of 2007 of marking-to-market certain financial instruments and investments required by fair value accounting: “Current indications are that the negative marks from the loan warehouse and trading assets, offset by the positive mark on the debt portfolio, would have an estimated ($0.20) impact on 3Q 2007 EPS; the actual impact will not be known until the third quarter is completed.”

The foregoing statement is a forward-looking statement and should be read in conjunction with the financial statements, notes and other information contained in the Company’s 2006 Annual Report on Form 10-K, Quarterly Reports for the quarters ended March 31, 2007 and June 30, 2007 and Current Reports on Form 8-K. It is based upon the current beliefs and expectations of SunTrust’s management and on information currently available to management. The forward-looking statement is intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statement speaks as of the date hereof, and SunTrust does not assume any obligation to update the statements made herein 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 involve significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statement. Actual results may differ materially. Factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in the Company’s 2006 Annual Report on Form 10-K, in the Company’s Quarterly Reports on Form 10-Q, and in the Current Reports on Form 8-K filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s internet site (http://www.sec.gov). Those factors include: changes in general business or economic conditions, including customers’ ability to repay debt obligations, could have a material adverse effect on our financial condition and results of operations; our trading assets and financial instruments carried at fair value expose the Company to certain market risks; changes in market interest rates or capital markets could adversely affect our revenues and expenses, the values of assets and obligations, costs of capital, or liquidity; the fiscal and monetary policies of the federal government and its agencies could have a material adverse effect on our earnings; significant changes in securities markets or markets for residential or commercial real estate could harm our revenues and profitability; customers could pursue alternatives to bank deposits, causing us to lose a relatively inexpensive source of funding;


customers may decide not to use banks to complete their financial transactions, which could affect net income; we have businesses other than banking, which subjects us to a variety of risks; hurricanes and other natural disasters may adversely affect loan portfolios and operations and increase the cost of doing business; negative public opinion could damage our reputation and adversely impact our business and revenues; we rely on other companies for key components of our business infrastructure; we rely on our systems, employees and certain counterparties, and certain failures could materially adversely affect our operations; we depend on the accuracy and completeness of information about clients and counterparties; regulation by federal and state agencies could adversely affect our business, revenues, and profit margins; competition in the financial services industry is intense and could result in losing business or reducing profit margins; future legislation could harm our competitive position; maintaining or increasing market share depends on market acceptance and regulatory approval of new products and services; our ability to receive dividends from our subsidiaries accounts for most of our revenues and could affect our liquidity and ability to pay dividends; significant legal actions could subject us to substantial uninsured liabilities; we have in the past and may in the future pursue acquisitions, which could affect costs and from which we may not be able to realize anticipated benefits; we depend on the expertise of key personnel without whom our operations may suffer; we may be unable to hire or retain additional qualified personnel and recruiting and compensation costs may increase as a result of turnover, both of which may increase costs and reduce profitability and may adversely impact our ability to implement our business strategy; our accounting policies and methods are key to how we report financial condition and results of operations, and may require management to make estimates about matters that are uncertain; our stock price can be volatile; changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition; our disclosure controls and procedures may fail to prevent or detect all errors or acts of fraud; and weakness in residential property values and mortgage loan markets could adversely affect us; and we may be required to repurchase mortgage loans or indemnify mortgage loan purchasers as a result of breaches of representations and warranties, borrower fraud, or certain borrower defaults, which could harm our liquidity, results of operations and financial condition.

This excerpt taken from the STI 8-K filed May 15, 2007.

Item 8.01 Other Events.

On May 15, 2007, the Registrant issued a news release announcing a series of initiatives representing an acceleration and expansion of initiatives to enhance shareholder value in three key categories: efficiency and productivity, SunTrust’s ownership of Coca-Cola common stock, and capital optimization/balance sheet management. A copy of the news release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

This excerpt taken from the STI 8-K filed Mar 1, 2007.

Item 8.01. Other Events

In its annual report on Form 10-K for the year ended December 31, 2006 filed today, SunTrust Banks, Inc. (the “Registrant”) reported net income available to common shareholders of $2,109.7 million, or $5.82 per diluted common share, and $498.6 million or $1.39 per diluted common share for the quarter ended December 31, 2006. In accordance with generally accepted accounting principles, these results have been revised from the results the Registrant reported in its January 19, 2007 news release to reflect a subsequent event which affected certain estimates regarding a previously disclosed large commercial loan which has been on non-accrual status since August 2006. Subsequent to January 19, 2007 but before the Registrant filed its annual report, the obligor of such loan signed a definitive agreement to sell the majority of its assets to an unrelated third party at a sale price which differed materially from that estimated by the obligor and the Registrant on January 19, 2007. In connection with that sale, the obligor partially repaid the loan and the Registrant charged off the remainder.

The Registrant today issued a News Release addressing such matters generally, and a copy of such News Release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The Registrant also discusses such matters more fully in its annual report on Form 10-K for the year ended December 31, 2006 (filed on March 1, 2007), particularly in the section “Management’s Discussion & Analysis of Financial Condition and Results of Operation.”

This excerpt taken from the STI 8-K filed Dec 6, 2006.

Item 8.01 Other Events.

In connection with the closing of the Transaction, the Company entered into a Replacement Capital Covenant (the “RCC”) on December 6, 2006. Under the RCC, the Company covenanted in favor of certain of its debtholders, who are initially the holders of the Initial Covered Debt (as defined in the RCC), that the Trust Preferred Securities and the JSNs will not be repaid, redeemed or purchased by the Company or any of its subsidiaries on or before the date that is 20 years prior to the Final Repayment Date (as defined in the RCC), unless (i) in the case of a redemption or purchase, the Company has obtained the prior approval of the Federal Reserve if such approval is then required under the Federal Reserve’s capital guidelines or policies applicable to bank holding companies; and (ii) the principal amount repaid or the applicable redemption or purchase price does not exceed a maximum amount determined by reference to the aggregate amount of net cash proceeds the Company has received from the sale of common stock, rights to acquire common stock, mandatorily convertible preferred stock, debt exchangeable for equity, qualifying non-cumulative preferred stock, REIT preferred securities and certain qualifying capital securities since the later of (x) the date 180 days prior to delivery of notice of such repayment or redemption or the date of such purchase and (y) to the extent the JSNs are outstanding after the scheduled maturity date, the most recent date, if any, on which the Company or any of its subsidiaries repaid, redeemed or purchased, any JSNs or Trust Preferred Securities. The Initial Covered Debt is the Company’s 6% Subordinated Notes due 2026, which have a CUSIP No. 867914AH6. The foregoing is a brief description of the terms of the RCC. It does not purport to be complete in all respects. This description is subject to and qualified in its entirety by reference to the RCC, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Additional exhibits are filed herewith in connection with the offering, issuance and sale of the Trust Preferred Securities and JSNs under the Company’s Registration Statement on Form S-3 (No. 333-137101).


This excerpt taken from the STI 8-K filed Nov 6, 2006.

Item 8.01 Other Events.

In connection with the closing of the issuance of the 5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities (the “Transaction”) of SunTrust Preferred Capital I (the “Normal PPS”), SunTrust Banks, Inc. (the “Company”) entered into a Replacement Capital Covenant (the “RCC”) on October 25, 2006. Under the RCC, the Company covenanted in favor of certain of its debtholders, who are initially the holders of the Initial Covered Debt (as defined in the RCC), that, if the Company or a subsidiary repurchases or redeems any Normal PPS or Stripped PPS (as defined in the Prospectus) prior to the Stock Purchase Date (as defined in the Prospectus) or any Normal PPS or Perpetual Preferred Stock, Series B, no par value and $100,000 liquidation preference per share thereafter, the Company or its subsidiaries will do so only to the extent that the total redemption or repurchase price is equal to or less than designated percentages of the net cash proceeds that the Company or its subsidiaries have received during the 180 days prior to such redemption or repurchase from the issuance of other securities or combinations of securities that have equal or better equity characteristics than the PPS and qualify as Tier 1 capital under the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies. The Initial Covered Debt (as defined in the RCC) is the Company’s 6% Subordinated Notes due 2026, which have a CUSIP No. 867914AH6. A copy of the RCC is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The RCC is dated effective October 25, 2006, but was not executed by the Company until November 6, 2006, when final approval of the terms of the RCC was received from rating agencies and other regulatory authorities.

The Normal PPS were issued under the Company’s Registration Statement on Form S-3 (No. 333-137101), including the prospectus included therein and the prospectus supplement dated October 18, 2006 filed pursuant to Rule 424(b) promulgated under the Securities Act (together with the Basic Prospectus, the “Prospectus”).

This excerpt taken from the STI 8-K filed Oct 25, 2006.

Item 8.01 Other Events.

On October 19, 2006, SunTrust Banks, Inc. (the “Registrant” or “SunTrust”) entered into an accelerated share repurchase agreement (the “ASR”) with Credit Suisse, New York Branch (“Credit Suisse”) to purchase $875 million of SunTrust’s common stock from Credit Suisse. As part of the ASR, minimum and maximum share prices have been established based upon the volume weighted average share price over a hedge period. These share prices determine minimum and maximum numbers of shares which will be purchased by SunTrust under the ASR.

On October 24, 2006, SunTrust paid Credit Suisse $875 million (before settlement amounts and expenses) and Credit Suisse delivered to SunTrust 9,926,589 shares of SunTrust common stock, which was the minimum number of shares that Credit Suisse is required deliver to SunTrust under the ASR. In addition, Credit Suisse could be required to deliver up to 2,647,093 additional shares to SunTrust at the expiration of the ASR term, without additional payment by SunTrust. The number of additional shares to be delivered generally will be based on the volume weighted average share price of SunTrust’s common stock during the term of the ASR, subject to the maximum number of shares established during the hedge period.

Because SunTrust has already paid in full for the shares, for accounting purposes, the 9,926,589 shares were deemed repurchased on October 24, 2006 when Credit Suisse delivered them to SunTrust. Any additional shares delivered by Credit Suisse under the ASR will be deemed purchased when delivered by Credit Suisse. Credit Suisse is required to deliver such shares promptly after the expiration of the ASR term, which is expected to occur on March 13, 2007, although the term of the ASR may be extended or shortened in certain circumstances.

SunTrust expects that Credit Suisse will purchase shares of SunTrust common stock from time to time in the open market in connection with the ASR and may also sell shares in the open market from time to time.

The $875 million of shares of SunTrust common stock purchased by SunTrust on October 24, 2006, together with the approximate $125.8 million of SunTrust common stock purchased by SunTrust in August, 2006, reflects SunTrust’s repurchase of more than $1 billion of its common stock. SunTrust also remains authorized to repurchase up to 9.12 million additional shares of common stock from time to time pursuant to pre-existing authority.


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 25, 2006.   By:  

/s/ David A. Wisniewski

    David A. Wisniewski,
    Group Vice President
This excerpt taken from the STI 8-K filed Oct 18, 2006.

Item 8.01 Other Events.

On October 17, 2006, SunTrust Banks, Inc. (the “Registrant”) furnished to the Commission a copy of a news release announcing the Registrant’s results for the third quarter ended September 30, 2006 as Exhibit 99.1 to a current report on Form 8-K. The Registrant is filing this current report on Form 8-K for the sole purpose of causing portions of such news release to be deemed filed with the Commission and thereby incorporated into certain registration statements. The portion of the October 17, 2006 news release which the Registrant is filing with the Commission is attached hereto as Exhibit 99.1, and Exhibit 99.1 to this current report is incorporated herein by reference. All information in the news release is provided as of the date thereof and the Registrant does not assume any obligation to update said information in the future.

This excerpt taken from the STI 8-K filed Sep 12, 2006.

Item 8.01 Other Events.

On September 12, 2006, in connection with the closing of the offering of depositary shares (the “Depositary Shares”) representing interests in the Series A Preferred Stock, the Registrant entered into a Replacement Capital Covenant (the “RCC”), whereby the Registrant covenanted in favor of certain of its debtholders, who are initially the holders of the Initial Covered Debt (as defined in the RCC), that, if the Registrant or a subsidiary repurchases or redeems any Series A Preferred Stock, the Registrant or its subsidiaries will do so only if and to the extent that the total redemption or repurchase price is equal to or less than designated percentages of the net cash proceeds that the Registrant or its subsidiaries have received during the 180 days prior to such redemption or repurchase from the issuance of other securities or combinations of securities that have equal or better equity characteristics than the Shares and qualify as Tier 1 capital under the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies. The Initial Covered Debt (as defined in the RCC) is the Registrant’s 6% Subordinated Notes due 2026, which have a CUSIP No. 867914AH6. A copy of the RCC is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Additional exhibits are filed herewith in connection with the offering, issuance and sale of Depositary Shares under the Registrant’s Registration Statement on Form S-3 (No. 333-137101).

This excerpt taken from the STI 8-K filed Sep 5, 2006.

Item 8.01. Other Events.

On August 14, 2006, SunTrust Banks, Inc. (the “Registrant”) furnished a slide package as an exhibit to a current report on Form 8-K related to a presentation by the Registrant at the 2006 Large Cap Bank Conference hosted by Keefe, Bruyette & Woods. The Registrant is filing this current report on Form 8-K in order to incorporate by reference into current and future registration statements filed under the Securities Act of 1933 the Registrant’s statement made on August 14, 2006, which was previously furnished as part of the Registrant’s August 14, 2006 current report on Form 8-K, that a loan that totals approximately $200 million has been placed on non-performing status.

Important Cautionary Statements:

The foregoing statement is a forward-looking statement. It should be read in conjunction with the financial statements, notes and other information contained in the Company’s 2005 Annual Report on Form 10-K, Quarterly Reports for the periods ended March 31, 2006 and June 30, 2006 on Form 10-Q, and Current Reports on Form 8-K. The forward looking statement is intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statement is based upon current beliefs and expectations of SunTrust’s management and on information currently available to management. Such statement speaks as of the date made, and SunTrust does not assume an obligation to update the statement made herein or to update the reasons why actual results could differ from those contained in such statement in light of new information or future events.

Forward looking statements involve significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statement. Actual results may differ materially from those set forth in the forward-looking statement. Factors that could cause actual results to differ materially from those described in the forward-looking statement can be found in the Company’s 2005 Annual Report on Form 10-K, in the Company’s Quarterly Reports on Form 10-Q, and in the Current Reports on Form 8-K filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s internet site (http://www.sec.gov). Those factors include: changes in general business or economic conditions, including customers’ ability to repay debt obligations, could have a material adverse effect on our financial condition and results of operations; changes in market interest rates or capital markets could adversely affect our revenues and expenses, the value of assets and obligations, costs of capital, or liquidity; the fiscal and monetary policies of the federal government and its agencies could have a material adverse effect on our earnings; significant changes in securities markets or markets for commercial or residential real estate could harm our revenues and profitability; customers could pursue alternatives to bank deposits, causing us to lose a relatively inexpensive source of funding; customers may decide not to use banks to complete their financial transactions, which could affect net income; we have businesses other than banking, which subjects us to a variety of risks; hurricanes and other natural disasters may adversely affect loan portfolios and operations and increase the cost of doing business; negative public opinion could damage our reputation and adversely impact our business; we rely on other companies for key components of our business infrastructure; we depend on the accuracy and completeness of information about clients and counterparties; regulation by federal and state agencies could adversely affect our business, revenues, and profit margins; competition in the financial services industry is intense and could result in losing business or reducing profit margins; future legislation could harm our competitive position; maintaining or increasing market share depends on market acceptance and regulatory approval of new products and services; our ability to receive dividends from our subsidiaries accounts for most of our revenues and could affect our liquidity and ability to pay dividends; we have in the past and may in the future pursue acquisitions, which could affect costs and from which we may not be able to realize anticipated benefits; we depend on the expertise of key personnel without whom our operations may suffer; we may be unable to hire or retain additional qualified personnel and recruiting and compensation costs may increase as a result of turnover, both of which may increase costs and reduce profitability and may adversely impact our ability to implement the business strategy; our accounting policies and methods are key to how we report financial condition and results of operation, and may require management to make estimates about matters that are uncertain; our stock price can be volatile; and our disclosure controls and procedures may fail to prevent or detect all errors or acts of fraud.


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: September 5, 2006.   By:  

/s/ David A. Wisniewski

    David A. Wisniewski,
    Group Vice President
This excerpt taken from the STI 8-K filed Aug 28, 2006.

Item 8.01. Other Events.

On August 28, 2006, SunTrust Banks, Inc. (the “Registrant”) announced that it received a letter from the Securities and Exchange Commission (the “SEC”) informing it that the Staff of the SEC had terminated its investigation of the Registrant and that no enforcement action had been recommended to the SEC. A copy of the news release issued by the Registrant making such announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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