STI 2018 Annual Report

“Our culture is exemplified in our ability to work together as One Team, agnostic to products and lines of business, with the ultimate goal of providing clients with the solution that meets their needs not ours.” we offer our clients. And finally, our culture is exemplified in our ability to work together as One Team, agnostic to products and lines of business, with the ultimate goal of providing clients with the solution that meets their needs, not ours. Our culture is also the foundation for our approach to the development and recruitment of our teammates. Our teammates are the lifeblood of the Company, and we feel that investing in our own is a key contributor to our future success. Over the past few years, we have worked to build out a robust set of development programs for teammates at all stages in their careers. Each year, we make significant investments to enhance and refine our program offerings. Our teammates give us great feedback on these as well— they recognize the investments we make in their development and their careers, and they become more engaged as a result. Our culture also serves as a source of strength in times of tragedy. I watched teammates from across the Company take heroic actions to help the families of those that lost their lives in the horrible shooting at our Midtown branch in Sebring, Florida, in January. No words or actions can express the deep mourning we share with the families and community, but the desire to give, serve, and stand strong together helped us take the first step toward healing. As the leader of this Company, I am incredibly proud of our purpose-driven culture and how we live it out on a daily basis. I encourage you to read more about it, including our onUp Movement and Momentum onUp, on pages 14–19. Conclusion I first want to thank our teammates for all that you accomplished in 2018—it is because of your passion for promoting financial confidence, helping our clients achieve smart growth, and providing a superior client experience that we are on our way to becoming the premier financial services institution. I am incredibly proud of the team we have at this Company, and we remain committed to investing in you. I also recognize there will be change as we move forward and merge with BB&T, but I commit to you that this change will be thoughtful, supportive, and compassionate. William H. Rogers, Jr. Chairman and Chief Executive Officer SunTrust Banks, Inc. February 22, 2019 To our owners, thank you for your ownership in SunTrust. I hope that you, as owners, can appreciate all that we have done and will continue to do in order to continue driving long-term value. And finally, thank you to our Board of Directors and our executive leadership team. Your dedication, wisdom, experience, and expertise have been and will continue to be instrumental in strengthening our financial performance and long-term potential. Together, we will also remember and benefit from the outstanding service of Dr. Phail Wynn, our fellow Director and friend who passed away unexpectedly last year. It is with the utmost honor that I want to recognize him here. To conclude, I want to leave you with a few key takeaways. First, SunTrust and BB&T are coming together from positions of strength and we truly believe that this combination is one where two plus two equals five. Second, our conservative risk appetites will not be compromised by this combination, they will be enhanced. Relatedly, our mission and purpose-driven cultures will be amplified when combined, not diluted. And finally, we truly believe all stakeholders will benefit from this combination—together, we can better serve our clients, communities, teammates, and owners more than ever before. This merger of equals is the first step towards creating the premier financial institution and we are incredibly excited about the future. Forward Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of BB&T and SunTrust. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on BB&T’s and SunTrust’s current expectations and assumptions regarding BB&T’s and SunTrust’s businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Many possible events or factors could affect BB&T’s or SunTrust’s future financial results and performance and could cause actual results or performance to differ materially from anticipated results or performance. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between BB&T and SunTrust, the outcome of any legal proceedings that may be instituted against BB&T or SunTrust, delays in completing the transaction, the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all, the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where BB&T and SunTrust do business, the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction, the ability to complete the transaction and integration of BB&T and SunTrust successfully, and the dilution caused by BB&T’s issuance of additional shares of its capital stock in connection with the transaction. Except to the extent required by applicable law or regulation, each of BB&T and SunTrust disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information regarding BB&T, SunTrust and factors which could affect the forward-looking statements contained herein can be found in BB&T’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and its other filings with the Securities and Exchange Commission (“SEC”), and in SunTrust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and its other filings with the SEC. Additional Information about the Merger and Where to Find It In connection with the proposed merger with SunTrust, BB&T will file with the SEC a registration statement on Form S-4 to register the shares of BB&T’s capital stock to be issued in connection with the merger. The registration statement will include a joint proxy statement/prospectus which will be sent to the shareholders of BB&T and SunTrust seeking their approval of the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/ PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT BB&T, SUNTRUST, AND THE PROPOSED TRANSACTION. Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from BB&T at its website, www.bbt.com, or from SunTrust at its website, www.suntrust.com. Documents filed with the SEC by BB&T will be available free of charge by accessing BB&T’s website at http://bbt.com/ under the tab “About BB&T” and then under the heading “Investor Relations” or, alternatively, by directing a request by telephone or mail to BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina, (336) 733-3065, and documents filed with the SEC by SunTrust will be available free of charge by accessing SunTrust’s website at http://suntrust.com/ under the tab “Investor Relations,” and then under the heading “Financial Information” or, alternatively, by directing a request by telephone or mail to SunTrust Banks, Inc., 303 Peachtree Street, N.E., Atlanta, Georgia 30308, (877) 930-8971. Participants in the Solicitation BB&T, SunTrust and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of BB&T and SunTrust in connection with the proposed transaction under the rules of the SEC. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/ prospectus regarding the proposed transaction when it becomes available. Additional information about BB&T, and its directors and executive officers, may be found in the definitive proxy statement of BB&T relating to its 2018 Annual Meeting of Shareholders filed with the SEC on March 15, 2018, and other documents filed by BB&T with the SEC. Additional information about SunTrust, and its directors and executive officers, may be found in the definitive proxy statement of SunTrust relating to its 2019 Annual Meeting of Shareholders filed with the SEC on March 8, 2019, and other documents filed by SunTrust with the SEC. These documents can be obtained free of charge from the sources described above. Page 12