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) January 20, 2005 ------------------------------- SUNTRUST BANKS, INC. -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) GEORGIA 001-08918 58-1575035 -------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) 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 --------------------------- -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. ITEM 7.01 REGULATION FD DISCLOSURE. The following information is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition" and Item 7.01, "Regulation FD Disclosure". Consequently, it is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K. On January 20, 2005 SunTrust Banks, Inc. (the "Registrant") announced financial results for the fourth quarter and year ended December 31, 2004, reporting net income for the fourth quarter of $455.7 million and net income per diluted share for the fourth quarter of $1.26. A copy of the News Release announcing the Registrant's results for the fourth quarter and year ended December 31, 2004, is attached hereto as Exhibit 99.1 and hereby incorporated herein by reference. On January 20, 2005, at 9:00 a.m. Eastern time, the Registrant will hold an investor call and webcast to discuss financial results for the fourth quarter and year ended December 31, 2004. The Registrant is furnishing the slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, in connection with the portion of the investor call and webcast that discusses the integration status update related to the Registrant's merger with National Commerce Financial Corporation. All information in the News Release and the slide presentation speaks as of the date thereof and the Registrant does not assume any obligation to correct or update said information in the future. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 News Release dated January 20, 2005 (Furnished with the Commission as a part of this Form 8-K). 99.2 Slide presentation to be presented on January 20, 2005 (Furnished with the Commission as a part of this Form 8-K). ================================================================================ 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: January 20, 2005 By: /s/ Thomas E. Panther ------------------------------------- Thomas E. Panther Senior Vice President and Controller