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68 SUNTRUST 2004 ANNUAL REPORT
determining the nature, timing, and extent of audit tests applied
in our audit of the December 31, 2004 Consolidated Financial
Statements, and our opinion regarding the effectiveness of the
Company’s internal control over financial reporting does not affect
our opinion on those consolidated financial statements.
As described in Management’s Report on Internal Control over
Financial Reporting, management has excluded National Com-
merce Financial Corporation (“NCF”) from its assessment of internal
control over financial reporting as of December 31, 2004 because it
was acquired by the Company in a purchase business combination
during 2004.We have also excluded NCF from our audit of internal
control over financial reporting. NCF’s total assets and net income
represent represent $28.5 billion and $120.6 million, respectively, of
the Company’s related consolidated financial statement amounts
as of and for the year ended December 31, 2004.
In our opinion, management’s assessment that SunTrust Banks, Inc.
did not maintain effective internal control over financial reporting
as of December 31, 2004, is fairly stated, in all material respects,
based on criteria established in Internal Control—Integrated
Framework issued by the COSO.Also, in our opinion, because of the
effect of the material weakness described above on the achieve-
ment of the objectives of the control criteria, SunTrust Banks, Inc.
has not maintained effective internal control over financial report-
ing as of December 31, 2004, based on criteria established in
Internal Control—Integrated Framework issued by the COSO.
Atlanta, Georgia
March 1, 2005