Georgia
|
|
58-1134883
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
1111 Bay Avenue
Suite 500, Columbus, Georgia
|
|
31901
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock, $1.00 Par Value
Series B Participating Cumulative Preferred Stock Purchase Rights
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C
|
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
|
|
|
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
Incorporated Documents
|
Form 10-K Reference Locations
|
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held April 20, 2017 (“Proxy Statement”)
|
Part III
|
|
Page
|
|
|
Index of Defined Terms
|
|
Item 4.
Mine Safety Disclosures
|
|
|
|
|
|
|
|
(1)
|
the risk that competition in the financial services industry may adversely affect our future earnings and growth;
|
(2)
|
the risk that we may not realize the expected benefits from our efficiency and growth initiatives, which could negatively affect our future profitability;
|
(3)
|
the risk that our current and future information technology system enhancements and initiatives may not be successfully implemented, which could negatively impact our operations;
|
(4)
|
the risk that our enterprise risk management framework may not identify or address risks adequately, which may result in unexpected losses;
|
(5)
|
the risk that our allowance for loan losses may prove to be inadequate or may be negatively affected by credit risk exposures;
|
(6)
|
the risk that any future economic downturn could have a material adverse effect on our capital, financial condition, results of operations and future growth;
|
(7)
|
changes in the interest rate environment, including changes to the fed funds rate, and competition in our primary market area may result in increased funding costs or reduced earning assets yields, thus reducing margins and net interest income;
|
(8)
|
our ability to attract and retain key employees;
|
(9)
|
the risk that we may be required to make substantial expenditures to keep pace with the rapid technological changes in the financial services market;
|
(10)
|
risks related to our reliance on third parties to provide key components of our business infrastructure, including the costs of services and products provided to us by third parties, and risks related to disruptions in service or financial difficulties of a third-party vendor;
|
(11)
|
risks related to a failure in or breach of our operational or security systems of our infrastructure, or those of our third-party vendors and other service providers, including as a result of cyber-attacks, which could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs or cause losses;
|
(12)
|
the impact of recent and proposed changes in governmental policy, laws and regulations, including proposed and recently enacted changes in the regulation of banks and financial institutions, or the interpretation or application thereof and the uncertainty of future implementation and enforcement of these regulations in light of the 2016 national election results;
|
(13)
|
the risk that we could realize losses if we determine to sell non-performing assets and the proceeds we receive are lower than the carrying value of such assets;
|
(14)
|
the risk that we may be exposed to potential losses in the event of fraud on cash accounts and/or theft;
|
(15)
|
the risk that we may not be able to identify suitable acquisition targets as part of our growth strategy and even if we are able to identify suitable acquisition targets, we may not be able to complete such acquisitions or successfully integrate bank or nonbank acquisitions into our existing operations;
|
(16)
|
the impact on our financial results, reputation, and business if we are unable to comply with all applicable federal and state regulations or other supervisory actions or directives and any necessary capital initiatives;
|
(17)
|
the risks that if economic conditions worsen or regulatory capital rules are modified, or the results of mandated “stress testing” do not satisfy certain criteria, we may be required to undertake initiatives to improve our capital position;
|
(18)
|
changes in the cost and availability of funding due to changes in the deposit market and credit market;
|
(19)
|
restrictions or limitations on access to funds from historical and alternative sources of liquidity could adversely affect our overall liquidity, which could restrict our ability to make payments on our obligations and our ability to support asset growth and sustain our operations and the operations of Synovus Bank;
|
(20)
|
our ability to receive dividends from our subsidiaries could affect our liquidity, including our ability to pay dividends or take other capital actions;
|
(21)
|
the risk that we may be unable to pay dividends on our common stock or Series C Preferred Stock or obtain any applicable regulatory approval to take certain capital actions, including any increases in dividends on our common stock, any repurchases of common stock or any other issuance or redemption of any other regulatory capital instruments;
|
(22)
|
risks related to recent and proposed changes in the mortgage banking industry, including the risk that we may be required to repurchase mortgage loans sold to third parties and the impact of the “ability to pay” and “qualified mortgage” rules on our loan origination process and foreclosure proceedings;
|
(23)
|
the risk that our current tax position, including the realization of our deferred tax assets in the future, could be subject to comprehensive tax reform;
|
(24)
|
the risk that we could have an “ownership change” under Section 382 of the Code, which could impair our ability to timely and fully utilize our net operating losses and built-in losses that may exist when such “ownership change” occurs;
|
(25)
|
the costs and effects of litigation, investigations, inquiries or similar matters, or adverse facts and developments related thereto;
|
(26)
|
risks related to the fluctuation in our stock price;
|
(27)
|
the effects of any damages to our reputation resulting from developments related to any of the items identified above; and
|
(28)
|
other factors and other information contained in this Report and in other reports and filings that we make with the SEC under the Exchange Act, including, without limitation, those found in "Part I - Item 1A. Risk Factors" of this Report.
|
•
|
Earnings growth -
Net income available to common shareholders for
2016
was $236.5 million, a 9.6% increase from $215.8 million in 2015. Diluted earnings per share was $1.89 for
2016
, up 16.7% from 2015.
|
•
|
Revenue growth -
Total revenues were $1.17 billion, an increase of $73.9 million or 6.8% from 2015, with net interest income and non-interest income excluding net investment securities gains growing 8.7% and 0.8%, respectively, from the prior year.
|
•
|
Loan growth
- Loan growth was solid in 2016, as we continued to diversify and optimize our portfolio. With continued momentum in all of our lines of business, total loans outstanding were $23.86 billion at the end of 2016, up 6.4% from $22.43 billion at year-end 2015. See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Loans" of this Report for further information.
|
•
|
Deposit growth
- Total average deposits increased $1.33 billion, or 5.9%, from 2015 to $23.88 billion in 2016. Average core transaction deposit accounts increased $1.44 billion, or 9.2%, from 2015 to $17.13 billion in 2016, driven primarily by an increase in money market and non-interest bearing demand deposits. See “Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures” in this Report for applicable reconciliation to GAAP measure.
|
•
|
Credit improvement -
Non-performing assets declined 18.4% to $175.7 million at December 31, 2016. Our NPA ratio was 0.74% as of
December 31, 2016
, down 22 basis points from
December 31, 2015
. Additionally, the net charge-off ratio remained low at 0.12%, down 1 basis point from 2015.
|
•
|
Disciplined expense management -
Total non-interest expense of $755.9 million increased 5.3% during the year while adjusted non-interest expense increased by 3.3% to $732.5 million. The efficiency ratio and adjusted efficiency ratio for
2016
were 64.74% and 61.06%, respectively, both showing an 87 basis points improvement from
2015
. See “Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures” in this Report for applicable reconciliation to GAAP measure.
|
•
|
Strong capital
- The common equity Tier I ratio was 9.96% at year-end compared to 10.37% a year ago. During the year, we returned over $322 million to common shareholders, with repurchases of $262.9 million in common stock and common stock dividends of $59.4 million. Additionally, during the fourth quarter of 2016, the Board of Directors authorized a new share repurchase program of up to $200 million to be completed during 2017, and approved a 25% increase in the quarterly common stock dividend to $0.15 per share, effective with the quarterly dividend payable in April 2017.
|
Table 1 – Bank Divisions
|
|
State(s)
|
CB&T Bank of East Alabama
|
|
Alabama
|
Community Bank & Trust of Southeast Alabama
|
|
Alabama
|
The Bank of Tuscaloosa
|
|
Alabama
|
Sterling Bank
|
|
Alabama
|
First Commercial Bank of Huntsville
|
|
Alabama
|
First Commercial Bank
|
|
Alabama
|
The First Bank of Jasper
|
|
Alabama
|
Tallahassee State Bank
|
|
Florida
|
Coastal Bank and Trust of Florida
|
|
Florida
|
First Coast Community Bank
|
|
Florida
|
Synovus Bank
|
|
Florida
|
Synovus Bank of Jacksonville
|
|
Florida
|
Columbus Bank and Trust Company
|
|
Georgia
|
Commercial Bank
|
|
Georgia
|
Commercial Bank & Trust Company of Troup County
|
|
Georgia
|
SB&T Bank
|
|
Georgia
|
The Coastal Bank of Georgia
|
|
Georgia
|
First State Bank and Trust Company of Valdosta
|
|
Georgia
|
First Community Bank of Tifton
|
|
Georgia
|
CB&T Bank of Middle Georgia
|
|
Georgia
|
Sea Island Bank
|
|
Georgia
|
Citizens First Bank
|
|
Georgia
|
AFB&T
|
|
Georgia
|
Bank of North Georgia
|
|
Georgia
|
Georgia Bank & Trust
|
|
Georgia
|
NBSC
|
|
South Carolina
|
The Bank of Nashville
|
|
Tennessee
|
Cohutta Banking Company
|
|
Tennessee and Georgia
|
|
|
|
Table 2 – Bank Branch Locations
|
|
Branches
|
|
Georgia
|
|
114
|
|
Alabama
|
|
37
|
|
South Carolina
|
|
38
|
|
Florida
|
|
48
|
|
Tennessee
|
|
11
|
|
Total
|
|
248
|
|
|
|
|
•
|
Synovus Securities, Inc., headquartered in Columbus, Georgia, which specializes in professional portfolio management for fixed-income securities, investment banking, the execution of securities transactions as a broker/dealer, asset management and financial planning services, and the provision of individual investment advice on equity and other securities;
|
•
|
Synovus Trust Company, N.A., headquartered in Columbus, Georgia, which provides trust services; and
|
•
|
Synovus Mortgage Corp., headquartered in Birmingham, Alabama, which offers mortgage services.
|
Table 3 – Loans by Type
|
|
2016
|
|
2015
|
||||||||||
(dollars in thousands)
|
|
Total Loans*
|
|
%
|
|
Total Loans*
|
|
%
|
||||||
Investment properties
|
|
$
|
5,932,619
|
|
|
24.8
|
%
|
|
$
|
5,751,631
|
|
|
25.6
|
%
|
1-4 family properties
|
|
1,023,821
|
|
|
4.3
|
|
|
1,129,156
|
|
|
5.0
|
|
||
Land acquisition
|
|
409,534
|
|
|
1.7
|
|
|
513,981
|
|
|
2.3
|
|
||
Total commercial real estate
|
|
7,365,974
|
|
|
30.8
|
|
|
7,394,768
|
|
|
32.9
|
|
||
Commercial, financial, and agricultural
|
|
6,915,927
|
|
|
29.0
|
|
|
6,453,180
|
|
|
28.7
|
|
||
Owner-occupied
|
|
4,636,016
|
|
|
19.4
|
|
|
4,318,950
|
|
|
19.3
|
|
||
Total commercial and industrial
|
|
11,551,943
|
|
|
48.4
|
|
|
10,772,130
|
|
|
48.0
|
|
||
Home equity lines
|
|
1,617,265
|
|
|
6.8
|
|
|
1,689,914
|
|
|
7.5
|
|
||
Consumer mortgages
|
|
2,296,604
|
|
|
9.6
|
|
|
1,938,683
|
|
|
8.6
|
|
||
Credit cards
|
|
232,413
|
|
|
1.0
|
|
|
240,851
|
|
|
1.1
|
|
||
Other retail loans
|
|
818,183
|
|
|
3.4
|
|
|
423,318
|
|
|
1.9
|
|
||
Total retail
|
|
4,964,465
|
|
|
20.8
|
|
|
4,292,766
|
|
|
19.1
|
|
||
Deferred fees and costs, net
|
|
(25,991
|
)
|
|
nm
|
|
|
(30,099
|
)
|
|
nm
|
|
||
Total loans, net of deferred fees and costs
|
|
$
|
23,856,391
|
|
|
100.0
|
%
|
|
$
|
22,429,565
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
•
|
our net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends;
|
•
|
the ratio of Tier 1 capital to adjusted total assets is less than 6 percent;
|
•
|
4.5 percent CET1 to risk-weighted assets.
|
•
|
6.0 percent Tier 1 Capital to risk-weighted assets.
|
•
|
8.0 percent Total Capital to risk-weighted assets.
|
•
|
4.0 percent Tier 1 leverage ratio to average consolidated assets.
|
•
|
Well Capitalized - A well-capitalized insured depository institution is one (1) having a total risk-based capital ratio of 10 percent or greater, (2) having a Tier 1 risk-based capital ratio of 8 percent or greater, (3) having a CET1 capital ratio of 6.5 percent or greater, (4) having a leverage capital ratio of 5 percent or greater and (5) that is not subject to any order or written directive to meet and maintain a specific capital level for any capital measure.
|
•
|
Adequately Capitalized - An adequately-capitalized depository institution is one having (1) a total risk-based capital ratio of 8 percent or more, (2) a Tier 1 capital ratio of 6 percent or more, (3) a CET1 capital ratio of 4.5 percent or more, and (4) a leverage ratio of 4 percent or more.
|
•
|
Undercapitalized - An undercapitalized depository institution is one having (1) a total capital ratio of less than 8 percent, (2) a Tier 1 capital ratio of less than 6 percent, (3) a CET1 capital ratio of less than 4.5 percent, or (4) a leverage ratio of less than 4 percent.
|
•
|
Significantly Undercapitalized - A significantly undercapitalized institution is one having (1) a total risk-based capital ratio of less than 6 percent (2) a Tier 1 capital ratio of less than 4 percent, (3) a CET1 ratio of less than 3 percent or (4) a leverage capital ratio of less than 3 percent.
|
•
|
Critically Undercapitalized - A critically undercapitalized institution is one having a ratio of tangible equity to total assets that is equal to or less than 2 percent.
|
•
|
Creation of the CFPB with with centralized authority, including rulemaking, examination and enforcement authority, for consumer protection in the banking industry.
|
•
|
New limitations on federal preemption.
|
•
|
New prohibitions and restrictions on the ability of a banking entity to engage in proprietary trading and have certain interests in, or relationships with, a hedge fund or private equity fund (known as the "Volcker Rule").
|
•
|
Application of new regulatory capital requirements, including changes to leverage and risk-based capital standards and changes to the components of permissible tiered capital.
|
•
|
Requirement that the company and its subsidiary banks be well capitalized and well managed in order to engage in activities permitted for financial holding companies.
|
•
|
Changes to the assessment base for deposit insurance premiums.
|
•
|
Permanently raising the FDIC's standard maximum insurance amount to $250,000.
|
•
|
Repeal of the prohibition on the payment of interest on demand deposits, therereby permitting depository institutions to pay interest on business transaction and other accounts.
|
•
|
Restrictions on compensation, including a prohibition on incentive-based compensation arrangements that encourage inappropriate risk by taking covered financial institutions and are deemed to be excessive, or that may lead to material losses.
|
•
|
Requirement that sponsors of asset-backed securities retain a percentage of the credit risk underlying the securities.
|
•
|
Requirement that banking regulators remove references to and requirements of reliance upon credit ratings from their regulations and replace them with appropriate alternatives for evaluating creditworthiness.
|
•
|
the federal Truth-In-Lending Act and Regulation Z , governing disclosures of credit terms to consumer borrowers;
|
•
|
the Real Estate Settlement Procedures Act and Regulation X, providing for certain practices and disclosures in residential real estate lending (including disclosures integrated with those required by Regulation Z);
|
•
|
the Home Mortgage Disclosure Act and Regulation C, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;
|
•
|
the Equal Credit Opportunity Act and Regulation B, on the basis of race, color, religion, national origin, sex, marital status, age or other prohibited factors in extending credit;
|
•
|
the Fair Credit Reporting Act and Regulation V, governing the use and provision of information to consumer reporting agencies;
|
•
|
the Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected by collection agencies; and
|
•
|
the guidance of the various federal agencies charged with the responsibility of implementing such federal laws.
|
•
|
the Truth in Savings Act and Regulation DD, which requires disclosure of deposit terms to consumers;
|
•
|
Regulation CC, which relates to the availability of deposit funds to consumers;
|
•
|
the Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and
|
•
|
the Electronic Funds Transfer Act and Regulation E, which governs automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of automated teller machines and other electronic banking services, as well as electronic transfers initiated by consumers in the U.S. to recipients in foreign countries.
|
•
|
total reported loans for construction, land development and other land represent 100 percent or more of the institutions total capital, or
|
•
|
total commercial real estate loans represent 300 percent or more of the institution's total capital, and the outstanding balance of the institution's commercial real estate loan portfolio has increased by 50 percent or more during the prior 36 months.
|
•
|
Creation of the CFPB with centralized authority, including examination and enforcement authority, for consumer protection in the banking industry.
|
•
|
Limitations on federal preemption.
|
•
|
Prohibitions and restrictions on the ability of a banking entity and nonbank financial company to engage in proprietary trading and have certain interests in, or relationships with, a hedge fund or private equity fund (the “Volcker Rule”).
|
•
|
Application of new regulatory capital requirements, including changes to leverage and risk-based capital standards and changes to the components of permissible tiered capital.
|
•
|
Requirement that the company and its subsidiary bank be well capitalized and well managed in order to engage in activities permitted for financial holding companies.
|
•
|
Changes to the assessment base for deposit insurance premiums.
|
•
|
Permanently raising the FDIC's standard maximum deposit insurance amount to a $250,000 limit for federal deposit insurance.
|
•
|
Repeal of the prohibition on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts.
|
•
|
Restrictions on compensation, including a prohibition on incentive-based compensation arrangements that encourage inappropriate risk taking by covered financial institutions and are deemed to be excessive, or that may lead to material losses.
|
•
|
Requirement that sponsors of asset-backed securities retain a percentage of the credit risk of the assets underlying the securities.
|
•
|
Requirement that banking regulators remove references to and requirements of reliance upon credit ratings from their regulations and replace them with appropriate alternatives for evaluating credit worthiness.
|
•
|
Rules pertaining to a mortgage borrower’s ability to repay, mortgage loan originator compensation and qualifications, and integrated mortgage disclosure rules that will replace and combine certain existing requirements under the Truth in Lending Act and the Real Estate Settlement Procedures Act, among other requirements affecting the mortgage origination and secondary marketing of mortgages.
|
Table 6 – Stock Price Information
|
|
|
|
|||
High
|
|
Low
|
||||
2016
|
|
|
|
|||
Quarter ended December 31, 2016
|
$
|
41.83
|
|
|
31.41
|
|
Quarter ended September 30, 2016
|
33.59
|
|
|
27.26
|
|
|
Quarter ended June 30, 2016
|
32.55
|
|
|
27.61
|
|
|
Quarter ended March 31, 2016
|
32.01
|
|
|
25.48
|
|
|
|
|
|
|
|||
2015
|
|
|
|
|||
Quarter ended December 31, 2015
|
$
|
33.68
|
|
|
28.55
|
|
Quarter ended September 30, 2015
|
32.52
|
|
|
27.30
|
|
|
Quarter ended June 30, 2015
|
31.43
|
|
|
27.32
|
|
|
Quarter ended March 31, 2015
|
28.84
|
|
|
24.41
|
|
|
|
|
|
|
Table 7 – Dividends
|
|
|
|
||
Date Paid to Shareholders
|
|
Per Share Amount
|
|||
2016
|
|
|
|
||
Quarter ended December 31, 2016
|
January 2, 2017
|
|
$
|
0.12
|
|
Quarter ended September 30, 2016
|
October 3, 2016
|
|
0.12
|
|
|
Quarter ended June 30, 2016
|
July 1, 2016
|
|
0.12
|
|
|
Quarter ended March 31, 2016
|
April 1, 2016
|
|
0.12
|
|
|
|
|
|
|
||
2015
|
|
|
|
||
Quarter ended December 31, 2015
|
January 4, 2016
|
|
$
|
0.12
|
|
Quarter ended September 30, 2015
|
October 1, 2015
|
|
0.10
|
|
|
Quarter ended June 30, 2015
|
July 1, 2015
|
|
0.10
|
|
|
Quarter ended March 31, 2015
|
April 1, 2015
|
|
0.10
|
|
|
|
|
|
|
Table 8 - Stock Performance
|
|
|
|||||||||||||||||
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|||||||
Synovus
|
|
$
|
100
|
|
|
177.19
|
|
|
263.83
|
|
|
287.20
|
|
|
348.12
|
|
|
441.65
|
|
Standard & Poor's 500 Index
|
|
100
|
|
|
113.41
|
|
|
146.98
|
|
|
163.72
|
|
|
162.53
|
|
|
178.02
|
|
|
KBW Regional Bank Index
|
|
100
|
|
|
130.22
|
|
|
175.88
|
|
|
188.57
|
|
|
208.08
|
|
|
282.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 9 - Share Repurchases
|
|
Total Number of Shares Repurchased
|
|
Average Price Paid per Share
|
|
Total Number
of Shares Repurchased as
Part of
Publicly Announced
Plans or Programs
|
|
Maximum Approximate
Dollar Value
of Shares
that May Yet Be
Purchased Under the
Plans or Programs
|
|
||||
(in thousands, except per share data)
|
|
|
|
|
|||||||||
October 2016
|
|
—
|
|
|
|
|
—
|
|
|
$
|
10,582
|
|
(1)
|
November 2016
|
|
—
|
|
|
|
|
—
|
|
|
$
|
10,582
|
|
(1)
|
December 2016
|
|
147
|
|
(1)
|
|
(2)
|
147
|
|
|
$
|
—
|
|
|
Total
|
|
147
|
|
|
|
|
147
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 10 - Selected Financial Data
|
Years Ended December 31,
|
||||||||||||||
(dollars in thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income Statement
|
|
|
|
|
|
|
|
|
|
||||||
Total revenues
(1)
|
$
|
1,166,363
|
|
|
1,092,469
|
|
|
1,080,057
|
|
|
1,060,818
|
|
|
1,128,941
|
|
Net interest income
|
899,180
|
|
|
827,318
|
|
|
819,284
|
|
|
810,192
|
|
|
854,117
|
|
|
Provision for loan losses
|
28,000
|
|
|
19,010
|
|
|
33,831
|
|
|
69,598
|
|
|
320,369
|
|
|
Non-interest income
|
273,194
|
|
|
267,920
|
|
|
262,104
|
|
|
253,571
|
|
|
313,966
|
|
|
Non-interest income excluding net investment securities gains
|
267,183
|
|
|
265,151
|
|
|
260,773
|
|
|
250,626
|
|
|
274,824
|
|
|
Non-interest expense
|
755,923
|
|
|
717,655
|
|
|
744,998
|
|
|
741,537
|
|
|
816,237
|
|
|
Net income
(2)
|
246,784
|
|
|
226,082
|
|
|
195,249
|
|
|
159,383
|
|
|
830,209
|
|
|
Dividends and accretion of discount on preferred stock
|
10,238
|
|
|
10,238
|
|
|
10,238
|
|
|
40,830
|
|
|
58,703
|
|
|
Net income available to common shareholders
(2)
|
236,546
|
|
|
215,844
|
|
|
185,011
|
|
|
118,553
|
|
|
771,506
|
|
|
Per share data
|
|
|
|
|
|
|
|
|
|
||||||
Net income per common share, basic
(2)
|
1.90
|
|
|
1.63
|
|
|
1.34
|
|
|
0.93
|
|
|
6.87
|
|
|
Net income per common share, diluted
(2)
|
1.89
|
|
|
1.62
|
|
|
1.33
|
|
|
0.88
|
|
|
5.93
|
|
|
Cash dividends declared per common share
|
0.48
|
|
|
0.42
|
|
|
0.31
|
|
|
0.28
|
|
|
0.28
|
|
|
Book value per common share
|
22.92
|
|
|
22.19
|
|
|
21.42
|
|
|
20.32
|
|
|
23.25
|
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||
Investment securities available for sale
|
3,718,195
|
|
|
3,587,818
|
|
|
3,041,406
|
|
|
3,199,358
|
|
|
2,981,112
|
|
|
Loans, net of deferred fees and costs
|
23,856,391
|
|
|
22,429,565
|
|
|
21,097,699
|
|
|
20,057,798
|
|
|
19,541,690
|
|
|
Total assets
|
30,104,002
|
|
|
28,792,653
|
|
|
27,050,237
|
|
|
26,200,205
|
|
|
26,757,940
|
|
|
Deposits
|
24,648,060
|
|
|
23,242,661
|
|
|
21,531,700
|
|
|
20,876,790
|
|
|
21,057,044
|
|
|
Long-term debt
|
2,160,881
|
|
|
2,186,893
|
|
|
2,139,325
|
|
|
2,031,742
|
|
|
1,724,382
|
|
|
Total shareholders’ equity
|
2,927,924
|
|
|
3,000,196
|
|
|
3,041,270
|
|
|
2,948,985
|
|
|
3,569,431
|
|
|
Performance ratios and other data
|
|
|
|
|
|
|
|
|
|
||||||
Return on average assets
|
0.84
|
%
|
|
0.80
|
|
|
0.74
|
|
|
0.61
|
|
|
3.15
|
|
|
Return on average equity
|
8.40
|
|
|
7.49
|
|
|
6.45
|
|
|
4.84
|
|
|
29.04
|
|
|
Net interest margin
|
3.27
|
|
|
3.19
|
|
|
3.38
|
|
|
3.40
|
|
|
3.50
|
|
|
Dividend payout ratio
(3)
|
25.38
|
|
|
25.93
|
|
|
23.13
|
|
|
30.77
|
|
|
4.71
|
|
|
Total shareholders' equity to total assets ratio
|
9.73
|
|
|
10.42
|
|
|
11.24
|
|
|
11.25
|
|
|
13.34
|
|
|
Tangible common equity to tangible assets ratio
(4)
|
9.09
|
|
|
9.90
|
|
|
10.69
|
|
|
10.68
|
|
|
9.66
|
|
|
Weighted average common shares outstanding, basic
|
124,389
|
|
|
132,423
|
|
|
138,495
|
|
|
127,495
|
|
|
112,352
|
|
|
Weighted average common shares outstanding, diluted
|
125,078
|
|
|
133,201
|
|
|
139,154
|
|
|
134,226
|
|
|
130,015
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Consists of net interest income and non-interest income excluding net investment securities gains.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Table 11 - Consolidated Financial Highlights
|
|
|
||||||||
|
Years Ended December 31,
|
|||||||||
(dollars in thousands, except per share data)
|
|
2016
|
|
2015
|
|
Change
|
||||
Net interest income
|
|
$
|
899,180
|
|
|
827,318
|
|
|
8.7
|
%
|
Provision for loan losses
|
|
28,000
|
|
|
19,010
|
|
|
47.3
|
|
|
Non-interest income
|
|
273,194
|
|
|
267,920
|
|
|
2.0
|
|
|
Non-interest income excluding net investment securities gains
|
|
267,183
|
|
|
265,151
|
|
|
0.8
|
|
|
Non-interest expense
|
|
755,923
|
|
|
717,655
|
|
|
5.3
|
|
|
Adjusted non-interest expense
(1)
|
|
732,458
|
|
|
709,009
|
|
|
3.3
|
|
|
Income before income taxes
|
|
388,451
|
|
|
358,573
|
|
|
8.3
|
|
|
Net income
|
|
246,784
|
|
|
226,082
|
|
|
9.2
|
|
|
Net income available to common shareholders
|
|
236,546
|
|
|
215,844
|
|
|
9.6
|
|
|
Net income per common share, basic
|
|
1.90
|
|
|
1.63
|
|
|
16.7
|
|
|
Net income per common share, diluted
|
|
1.89
|
|
|
1.62
|
|
|
16.7
|
|
|
|
|
|
|
|
|
|
||||
|
|
December 31,
|
||||||||
|
|
2016
|
|
2015
|
|
Change
|
||||
Loans, net of deferred fees and costs
|
|
$
|
23,856,391
|
|
|
22,429,565
|
|
|
6.4
|
%
|
Total deposits
|
|
24,648,060
|
|
|
23,242,661
|
|
|
6.0
|
|
|
Total average deposits
|
|
23,880,021
|
|
|
22,551,679
|
|
|
5.9
|
|
|
Average core deposits
(1)
|
|
22,573,804
|
|
|
21,129,730
|
|
|
6.8
|
|
|
Average core transaction deposit accounts
(1)
|
|
17,133,511
|
|
|
15,694,985
|
|
|
9.2
|
|
|
|
|
|
|
|
|
|
||||
Net interest margin
|
|
3.27
|
%
|
|
3.19
|
|
|
8
|
bps
|
|
Non-performing assets ratio
|
|
0.74
|
|
|
0.96
|
|
|
(22
|
)
|
|
Non-performing loans ratio
|
|
0.64
|
|
|
0.75
|
|
|
(11
|
)
|
|
Past due loans over 90 days
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
Net charge-off ratio
|
|
0.12
|
|
|
0.13
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
||||
Tier 1 capital
|
|
$
|
2,685,880
|
|
|
2,660,016
|
|
|
1.0
|
%
|
Common equity Tier 1 capital (transitional)
|
|
2,654,287
|
|
|
2,660,016
|
|
|
(0.2
|
)
|
|
Total risk-based capital
|
|
3,201,268
|
|
|
3,255,758
|
|
|
(1.7
|
)
|
|
Tier 1 capital ratio
|
|
10.07
|
%
|
|
10.37
|
|
|
(30
|
) bps
|
|
Common equity Tier 1 capital ratio (transitional)
|
|
9.96
|
|
|
10.37
|
|
|
(41
|
)
|
|
Total risk-based capital ratio
|
|
12.01
|
|
|
12.70
|
|
|
(69
|
)
|
|
Total shareholders’ equity to total assets ratio
|
|
9.73
|
|
|
10.42
|
|
|
(69
|
)
|
|
Tangible common equity to tangible assets ratio
(1)
|
|
9.09
|
|
|
9.90
|
|
|
(81
|
)
|
|
|
|
|
|
|
|
|
Table 12 - Investment Securities Available for Sale
|
December 31,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
U.S. Treasury securities
|
$
|
107,802
|
|
|
43,357
|
|
|
U.S. Government agency securities
|
12,993
|
|
|
13,623
|
|
||
Securities issued by U.S. Government sponsored enterprises
|
—
|
|
|
126,909
|
|
||
Mortgage-backed securities issued by U.S. Government agencies
|
174,202
|
|
|
210,004
|
|
||
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
2,506,340
|
|
|
2,630,419
|
|
||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
890,442
|
|
|
529,597
|
|
||
State and municipal securities
|
2,794
|
|
|
4,434
|
|
||
Equity securities
|
3,782
|
|
|
9,672
|
|
||
Other investments
|
19,840
|
|
|
19,803
|
|
||
Total fair value
|
$
|
3,718,195
|
|
|
3,587,818
|
|
|
|
|
|
|
Table 14 - Loans by Portfolio Class
|
||||||||||||||
|
|
December 31,
|
||||||||||||
|
|
2016
|
|
2015
|
||||||||||
(dollars in thousands)
|
|
Total Loans
|
|
%*
|
|
Total Loans
|
|
%*
|
||||||
Investment properties
|
|
$
|
5,932,619
|
|
|
24.8
|
%
|
|
$
|
5,751,631
|
|
|
25.6
|
%
|
1-4 family properties
|
|
1,023,821
|
|
|
4.3
|
|
|
1,129,156
|
|
|
5.0
|
|
||
Land acquisition
|
|
409,534
|
|
|
1.7
|
|
|
513,981
|
|
|
2.3
|
|
||
Total commercial real estate
|
|
7,365,974
|
|
|
30.8
|
|
|
7,394,768
|
|
|
32.9
|
|
||
Commercial, financial, and agricultural
|
|
6,915,927
|
|
|
29.0
|
|
|
6,453,180
|
|
|
28.7
|
|
||
Owner-occupied
|
|
4,636,016
|
|
|
19.4
|
|
|
4,318,950
|
|
|
19.3
|
|
||
Total commercial and industrial
|
|
11,551,943
|
|
|
48.4
|
|
|
10,772,130
|
|
|
48.0
|
|
||
Home equity lines
|
|
1,617,265
|
|
|
6.8
|
|
|
1,689,914
|
|
|
7.5
|
|
||
Consumer mortgages
|
|
2,296,604
|
|
|
9.6
|
|
|
1,938,683
|
|
|
8.6
|
|
||
Credit cards
|
|
232,413
|
|
|
1.0
|
|
|
240,851
|
|
|
1.1
|
|
||
Other retail loans
|
|
818,183
|
|
|
3.4
|
|
|
423,318
|
|
|
1.9
|
|
||
Total retail
|
|
4,964,465
|
|
|
20.8
|
|
|
4,292,766
|
|
|
19.1
|
|
||
Deferred fees and costs, net
|
|
(25,991
|
)
|
|
nm
|
|
|
(30,099
|
)
|
|
nm
|
|
||
Total loans, net of deferred fees and costs
|
|
$
|
23,856,391
|
|
|
100.0
|
%
|
|
$
|
22,429,565
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
Table 18 - Composition of Average Deposits
|
|||||||||||||
|
2016
|
|
2015
|
||||||||||
(dollars in thousands)
|
Amount
|
|
%
(1)
|
|
Amount
|
|
%
(1)
|
||||||
Non-interest bearing demand deposits
|
$
|
7,017,168
|
|
|
29.4
|
%
|
|
$
|
6,485,371
|
|
|
28.8
|
%
|
Interest bearing demand deposits
|
4,299,026
|
|
|
18.0
|
|
|
3,949,087
|
|
|
17.5
|
|
||
Money market accounts, excluding brokered deposits
|
7,191,715
|
|
|
30.1
|
|
|
6,661,327
|
|
|
29.5
|
|
||
Savings deposits
|
794,096
|
|
|
3.3
|
|
|
675,947
|
|
|
3.0
|
|
||
Time deposits, excluding brokered deposits
|
3,271,798
|
|
|
13.7
|
|
|
3,357,998
|
|
|
14.9
|
|
||
Brokered deposits
|
1,306,217
|
|
|
5.5
|
|
|
1,421,949
|
|
|
6.3
|
|
||
Total average deposits
|
23,880,021
|
|
|
100.0
|
|
|
22,551,679
|
|
|
100.0
|
|
||
Average core deposits
(2)
|
22,573,804
|
|
|
94.5
|
|
|
21,129,730
|
|
|
93.7
|
|
||
Average core transaction deposit accounts
(2)
|
$
|
17,133,511
|
|
|
71.7
|
%
|
|
$
|
15,694,985
|
|
|
69.6
|
%
|
|
|
|
|
|
|
|
|
Table 20 - Net Interest Income
|
|
|
||||||||
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||
Interest income
|
|
$
|
1,022,803
|
|
|
945,962
|
|
|
928,692
|
|
Taxable-equivalent adjustment
|
|
1,285
|
|
|
1,304
|
|
|
1,678
|
|
|
Interest income, taxable-equivalent
|
|
1,024,088
|
|
|
947,266
|
|
|
930,370
|
|
|
Interest expense
|
|
123,623
|
|
|
118,644
|
|
|
109,408
|
|
|
Net interest income, taxable-equivalent
|
|
$
|
900,465
|
|
|
828,622
|
|
|
820,962
|
|
|
|
|
|
|
|
|
(1)
|
Average loans are shown net of deferred fees and costs. Non-performing loans are included.
|
(2)
|
Interest income includes net loan fees as follows:
2016
— $30.8 million,
2015
— $30.5 million, and
2014
— $29.3
million.
|
(3)
|
Reflects taxable-equivalent adjustments, using the statutory federal tax rate of 35%, adjusting interest on tax-exempt loans and investment securities to a taxable-equivalent basis.
|
(4)
|
Includes average net unrealized gains on investment securities available for sale of $30.1 million, $19.7 million, and $6.1 million for the years ended
December 31, 2016
,
2015
, and
2014
, respectively.
|
Table 22 - Rate/Volume Analysis
|
2016 Compared to 2015
Change Due to
(1)
|
|
2015 Compared to 2014
Change Due to
(1)
|
|
||||||||||||||||||||
(in thousands)
|
Volume
|
|
Yield/Rate
|
|
Net Change
|
|
Volume
|
|
Yield/Rate
|
|
Net Change
|
|
||||||||||||
Interest earned on:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable loans, net
|
$
|
63,628
|
|
|
$
|
3,203
|
|
|
$
|
66,831
|
|
|
$
|
47,566
|
|
|
$
|
(32,489
|
)
|
|
$
|
15,077
|
|
|
Tax-exempt loans, net
(2)
|
48
|
|
|
(23
|
)
|
|
25
|
|
|
(920
|
)
|
|
(85
|
)
|
|
(1,005
|
)
|
|
||||||
Taxable investment securities
|
5,533
|
|
|
2,834
|
|
|
8,367
|
|
|
3,262
|
|
|
(1,899
|
)
|
|
1,363
|
|
|
||||||
Tax-exempt investment securities
(2)
|
(79
|
)
|
|
(3
|
)
|
|
(82
|
)
|
|
(62
|
)
|
|
(1
|
)
|
|
(63
|
)
|
|
||||||
Trading account assets
|
(149
|
)
|
|
(63
|
)
|
|
(212
|
)
|
|
(165
|
)
|
|
12
|
|
|
(153
|
)
|
|
||||||
Interest earning deposits with banks
|
4
|
|
|
24
|
|
|
28
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|
||||||
Due from Federal Reserve Bank
|
(920
|
)
|
|
2,132
|
|
|
1,212
|
|
|
950
|
|
|
113
|
|
|
1,063
|
|
|
||||||
Federal funds sold and securities
purchased under resale agreements
|
(1
|
)
|
|
122
|
|
|
121
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|
||||||
FHLB and Federal Reserve Bank stock
|
621
|
|
|
(189
|
)
|
|
432
|
|
|
(163
|
)
|
|
509
|
|
|
346
|
|
|
||||||
Mortgage loans held for sale
|
243
|
|
|
(143
|
)
|
|
100
|
|
|
445
|
|
|
(204
|
)
|
|
241
|
|
|
||||||
Total interest income
|
68,928
|
|
|
7,894
|
|
|
76,822
|
|
|
50,913
|
|
|
(34,017
|
)
|
|
16,896
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest paid on:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest bearing demand deposits
|
630
|
|
|
(549
|
)
|
|
81
|
|
|
278
|
|
|
(271
|
)
|
|
7
|
|
|
||||||
Money market accounts
|
2,784
|
|
|
(2,989
|
)
|
|
(205
|
)
|
|
1,959
|
|
|
3,092
|
|
|
5,051
|
|
|
||||||
Savings deposits
|
71
|
|
|
194
|
|
|
265
|
|
|
32
|
|
|
(178
|
)
|
|
(146
|
)
|
|
||||||
Time deposits
|
(3,678
|
)
|
|
2,209
|
|
|
(1,469
|
)
|
|
454
|
|
|
4,988
|
|
|
5,442
|
|
|
||||||
Federal funds purchased and securities sold under repurchase agreements
|
9
|
|
|
23
|
|
|
32
|
|
|
8
|
|
|
(60
|
)
|
|
(52
|
)
|
|
||||||
Other borrowed funds
|
3,046
|
|
|
3,229
|
|
|
6,275
|
|
|
(168
|
)
|
|
(898
|
)
|
|
(1,066
|
)
|
|
||||||
Total interest expense
|
2,862
|
|
|
2,117
|
|
|
4,979
|
|
|
2,563
|
|
|
6,673
|
|
|
9,236
|
|
|
||||||
Net interest income
|
$
|
66,066
|
|
|
$
|
5,777
|
|
|
$
|
71,843
|
|
|
$
|
48,350
|
|
|
$
|
(40,690
|
)
|
|
$
|
7,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The change in interest due to both rate and volume has been allocated to the yield/rate component.
|
(2)
|
Reflects taxable-equivalent adjustments, using the statutory federal income tax rate of 35%, in adjusting interest on tax-exempt loans and investment securities to a taxable-equivalent basis.
|
Table 23 - Non-interest Income
|
||||||||||
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||
Service charges on deposit accounts
|
|
$
|
81,425
|
|
|
80,142
|
|
|
78,897
|
|
Fiduciary and asset management fees
|
|
46,594
|
|
|
45,928
|
|
|
45,226
|
|
|
Brokerage revenue
|
|
27,028
|
|
|
27,855
|
|
|
27,088
|
|
|
Mortgage banking income
|
|
24,259
|
|
|
24,096
|
|
|
18,354
|
|
|
Bankcard fees
|
|
33,318
|
|
|
33,172
|
|
|
32,931
|
|
|
Investment securities gains, net
|
|
6,011
|
|
|
2,769
|
|
|
1,331
|
|
|
Other fee income
|
|
20,220
|
|
|
21,170
|
|
|
19,130
|
|
|
Gain on sale of Memphis branches, net
|
|
—
|
|
|
—
|
|
|
5,789
|
|
|
Other non-interest income
|
|
34,339
|
|
|
32,788
|
|
|
33,358
|
|
|
Total non-interest income
|
|
$
|
273,194
|
|
|
267,920
|
|
|
262,104
|
|
|
|
|
|
|
|
|
Table 24 - Non-interest Expense
|
|
|
||||||||
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||
Salaries and other personnel expense
|
|
$
|
402,026
|
|
|
380,918
|
|
|
371,904
|
|
Net occupancy and equipment expense
|
|
109,347
|
|
|
107,466
|
|
|
105,806
|
|
|
Third-party processing expense
|
|
46,320
|
|
|
42,851
|
|
|
40,042
|
|
|
FDIC insurance and other regulatory fees
|
|
26,714
|
|
|
27,091
|
|
|
33,485
|
|
|
Professional fees
|
|
26,698
|
|
|
26,646
|
|
|
26,440
|
|
|
Advertising expense
|
|
20,264
|
|
|
15,477
|
|
|
24,037
|
|
|
Foreclosed real estate expense, net
|
|
12,838
|
|
|
22,803
|
|
|
25,321
|
|
|
Fair value adjustment to Visa derivative
|
|
5,795
|
|
|
1,464
|
|
|
3,041
|
|
|
Loss on early extinguishment of debt, net
|
|
4,735
|
|
|
1,533
|
|
|
—
|
|
|
Merger-related expense
|
|
1,636
|
|
|
—
|
|
|
—
|
|
|
Restructuring charges
|
|
8,267
|
|
|
36
|
|
|
20,585
|
|
|
Other operating expenses
|
|
91,283
|
|
|
91,370
|
|
|
94,337
|
|
|
Total non-interest expense
|
|
$
|
755,923
|
|
|
717,655
|
|
|
744,998
|
|
|
|
|
|
|
|
|
Table 26 - NPL Inflows by Portfolio Class
|
Years Ended December 31,
|
|||||||
(in thousands)
|
2016
|
|
2015
|
|
||||
Investment properties
|
$
|
13,581
|
|
|
$
|
16,050
|
|
|
1-4 family properties
|
6,525
|
|
|
5,822
|
|
|
||
Land acquisition
|
3,699
|
|
|
5,193
|
|
|
||
Total commercial real estate
|
23,805
|
|
|
27,065
|
|
|
||
Commercial, financial, and agricultural
|
55,395
|
|
|
34,458
|
|
|
||
Owner-occupied
|
15,750
|
|
|
18,631
|
|
|
||
Total commercial and industrial
|
71,145
|
|
|
53,089
|
|
|
||
Retail
|
28,501
|
|
|
24,199
|
|
|
||
Total NPL inflows
|
$
|
123,451
|
|
|
$
|
104,353
|
|
|
|
|
|
|
|
Table 35 – Capital Ratios
|
|
|
|
|
|
|||
(dollars in thousands)
|
|
December 31, 2016
|
|
December 31, 2015
|
|
|||
Tier 1 capital
|
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
$
|
2,685,880
|
|
|
2,660,016
|
|
|
Synovus Bank
|
|
3,187,583
|
|
|
3,136,132
|
|
|
|
Common equity tier 1 capital (transitional)
|
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
2,654,287
|
|
|
2,660,016
|
|
|
|
Synovus Bank
|
|
3,187,583
|
|
|
3,136,132
|
|
|
|
Total risk-based capital
|
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
3,201,268
|
|
|
3,255,758
|
|
|
|
Synovus Bank
|
|
3,441,563
|
|
|
3,390,764
|
|
|
|
Tier 1 capital ratio
|
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
10.07
|
%
|
|
10.37
|
|
|
|
Synovus Bank
|
|
11.97
|
|
|
12.25
|
|
|
|
Common equity tier 1 capital ratio (transitional)
|
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
9.96
|
|
|
10.37
|
|
|
|
Synovus Bank
|
|
11.97
|
|
|
12.25
|
|
|
|
Total risk-based capital to risk-weighted assets ratio
|
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
12.01
|
|
|
12.70
|
|
|
|
Synovus Bank
|
|
12.93
|
|
|
13.25
|
|
|
|
Leverage ratio
|
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
8.99
|
|
|
9.43
|
|
|
|
Synovus Bank
|
|
10.68
|
|
|
11.15
|
|
|
|
Tangible common equity to tangible assets ratio
(1)
|
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
9.09
|
|
|
9.90
|
|
|
|
|
|
|
|
|
|
Table 37 - Short-term Borrowings
|
|
|
|
|
|
|
||||
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||
Balance at December 31,
|
|
$
|
159,699
|
|
|
177,025
|
|
|
126,916
|
|
Weighted average interest rate at December 31,
|
|
0.08
|
%
|
|
0.08
|
%
|
|
0.08
|
%
|
|
Maximum month end balance during the year
|
|
$
|
286,175
|
|
|
250,453
|
|
|
247,170
|
|
Average amount outstanding during the year
|
|
216,593
|
|
|
205,305
|
|
|
198,085
|
|
|
Weighted average interest rate during the year
|
|
0.09
|
%
|
|
0.08
|
%
|
|
0.11
|
%
|
|
|
|
|
|
|
|
|
Table 41 - Core Deposit Beta Sensitivity
|
|
|
||
Change in Short-term Interest Rates (in basis points)
|
|
As of December 31, 2016
|
||
|
Base Scenario
|
|
15% Increase in Average Repricing Beta
|
|
+200
|
|
4.6%
|
|
2.8%
|
+100
|
|
2.2%
|
|
1.3%
|
|
|
|
|
|
|
|
December 31,
|
|||||
(in thousands, except share and per share data)
|
|
2016
|
|
2015
|
|||
ASSETS
|
|
|
|
|
|||
Cash and cash equivalents
|
|
$
|
395,175
|
|
|
367,092
|
|
Interest bearing funds with Federal Reserve Bank
|
|
527,090
|
|
|
829,887
|
|
|
Interest earning deposits with banks
|
|
18,720
|
|
|
17,387
|
|
|
Federal funds sold and securities purchased under resale agreements
|
|
58,060
|
|
|
69,819
|
|
|
Trading account assets, at fair value
|
|
9,314
|
|
|
5,097
|
|
|
Mortgage loans held for sale, at fair value
|
|
51,545
|
|
|
59,275
|
|
|
Investment securities available for sale, at fair value
|
|
3,718,195
|
|
|
3,587,818
|
|
|
Loans, net of deferred fees and costs
|
|
23,856,391
|
|
|
22,429,565
|
|
|
Allowance for loan losses
|
|
(251,758
|
)
|
|
(252,496
|
)
|
|
Loans, net
|
|
23,604,633
|
|
|
22,177,069
|
|
|
Premises and equipment, net
|
|
417,485
|
|
|
445,155
|
|
|
Goodwill
|
|
59,678
|
|
|
24,431
|
|
|
Other intangible assets
|
|
13,223
|
|
|
471
|
|
|
Other real estate
|
|
22,308
|
|
|
47,030
|
|
|
Deferred tax asset, net
|
|
395,356
|
|
|
511,948
|
|
|
Other assets
|
|
813,220
|
|
|
650,174
|
|
|
Total assets
|
|
$
|
30,104,002
|
|
|
28,792,653
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|||
Liabilities
|
|
|
|
|
|||
Deposits:
|
|
|
|
|
|||
Non-interest bearing deposits
|
|
$
|
7,085,804
|
|
|
6,732,970
|
|
Interest bearing deposits, excluding brokered deposits
|
|
16,183,273
|
|
|
15,434,171
|
|
|
Brokered deposits
|
|
1,378,983
|
|
|
1,075,520
|
|
|
Total deposits
|
|
24,648,060
|
|
|
23,242,661
|
|
|
Federal funds purchased and securities sold under repurchase agreements
|
|
159,699
|
|
|
177,025
|
|
|
Long-term debt
|
|
2,160,881
|
|
|
2,186,893
|
|
|
Other liabilities
|
|
207,438
|
|
|
185,878
|
|
|
Total liabilities
|
|
27,176,078
|
|
|
25,792,457
|
|
|
Shareholders' Equity
|
|
|
|
|
|||
Series C Preferred Stock – no par value. 5,200,000 shares outstanding at December 31, 2016 and December 31, 2015
|
|
125,980
|
|
|
125,980
|
|
|
Common stock - $1.00 par value. Authorized 342,857,143 shares at December 31, 2016 and December 31, 2015; issued 142,025,720 at December 31, 2016 and 140,592,409 at December 31, 2015; outstanding 122,266,106 at December 31, 2016 and 129,547,032 at December 31, 2015
|
|
142,026
|
|
|
140,592
|
|
|
Additional paid-in capital
|
|
3,028,405
|
|
|
2,989,981
|
|
|
Treasury stock, at cost – 19,759,614 shares at December 31, 2016 and 11,045,377 shares at December 31, 2015
|
|
(664,595
|
)
|
|
(401,511
|
)
|
|
Accumulated other comprehensive loss, net
|
|
(55,659
|
)
|
|
(29,819
|
)
|
|
Retained earnings
|
|
351,767
|
|
|
174,973
|
|
|
Total shareholders’ equity
|
|
2,927,924
|
|
|
3,000,196
|
|
|
Total liabilities and shareholders' equity
|
|
$
|
30,104,002
|
|
|
28,792,653
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||
(in thousands, except per share data)
|
|
2016
|
|
2015
|
|
2014
|
||||
Interest income:
|
|
|
|
|
|
|
||||
Loans, including fees
|
|
$
|
944,233
|
|
|
877,384
|
|
|
862,916
|
|
Investment securities available for sale
|
|
67,467
|
|
|
59,154
|
|
|
57,832
|
|
|
Trading account assets
|
|
91
|
|
|
303
|
|
|
456
|
|
|
Mortgage loans held for sale
|
|
2,646
|
|
|
2,546
|
|
|
2,304
|
|
|
Federal Reserve Bank balances
|
|
4,356
|
|
|
3,144
|
|
|
2,081
|
|
|
Other earning assets
|
|
4,010
|
|
|
3,431
|
|
|
3,103
|
|
|
Total interest income
|
|
1,022,803
|
|
|
945,962
|
|
|
928,692
|
|
|
Interest expense:
|
|
|
|
|
|
|
||||
Deposits
|
|
64,206
|
|
|
65,534
|
|
|
55,179
|
|
|
Federal funds purchased and securities sold under repurchase agreements
|
|
200
|
|
|
168
|
|
|
220
|
|
|
Long-term debt
|
|
59,217
|
|
|
52,942
|
|
|
54,009
|
|
|
Total interest expense
|
|
123,623
|
|
|
118,644
|
|
|
109,408
|
|
|
Net interest income
|
|
899,180
|
|
|
827,318
|
|
|
819,284
|
|
|
Provision for loan losses
|
|
28,000
|
|
|
19,010
|
|
|
33,831
|
|
|
Net interest income after provision for loan losses
|
|
871,180
|
|
|
808,308
|
|
|
785,453
|
|
|
Non-interest income:
|
|
|
|
|
|
|
||||
Service charges on deposit accounts
|
|
81,425
|
|
|
80,142
|
|
|
78,897
|
|
|
Fiduciary and asset management fees
|
|
46,594
|
|
|
45,928
|
|
|
45,226
|
|
|
Brokerage revenue
|
|
27,028
|
|
|
27,855
|
|
|
27,088
|
|
|
Mortgage banking income
|
|
24,259
|
|
|
24,096
|
|
|
18,354
|
|
|
Bankcard fees
|
|
33,318
|
|
|
33,172
|
|
|
32,931
|
|
|
Investment securities gains, net
|
|
6,011
|
|
|
2,769
|
|
|
1,331
|
|
|
Other fee income
|
|
20,220
|
|
|
21,170
|
|
|
19,130
|
|
|
Gain on sale of Memphis branches, net
|
|
—
|
|
|
—
|
|
|
5,789
|
|
|
Other non-interest income
|
|
34,339
|
|
|
32,788
|
|
|
33,358
|
|
|
Total non-interest income
|
|
273,194
|
|
|
267,920
|
|
|
262,104
|
|
|
Non-interest expense:
|
|
|
|
|
|
|
||||
Salaries and other personnel expense
|
|
402,026
|
|
|
380,918
|
|
|
371,904
|
|
|
Net occupancy and equipment expense
|
|
109,347
|
|
|
107,466
|
|
|
105,806
|
|
|
Third-party processing expense
|
|
46,320
|
|
|
42,851
|
|
|
40,042
|
|
|
FDIC insurance and other regulatory fees
|
|
26,714
|
|
|
27,091
|
|
|
33,485
|
|
|
Professional fees
|
|
26,698
|
|
|
26,646
|
|
|
26,440
|
|
|
Advertising expense
|
|
20,264
|
|
|
15,477
|
|
|
24,037
|
|
|
Foreclosed real estate expense, net
|
|
12,838
|
|
|
22,803
|
|
|
25,321
|
|
|
Fair value adjustment to Visa derivative
|
|
5,795
|
|
|
1,464
|
|
|
3,041
|
|
|
Loss on early extinguishment of debt, net
|
|
4,735
|
|
|
1,533
|
|
|
—
|
|
|
Merger-related expense
|
|
1,636
|
|
|
—
|
|
|
—
|
|
|
Restructuring charges
|
|
8,267
|
|
|
36
|
|
|
20,585
|
|
|
Other operating expenses
|
|
91,283
|
|
|
91,370
|
|
|
94,337
|
|
|
Total non-interest expense
|
|
755,923
|
|
|
717,655
|
|
|
744,998
|
|
|
Income before income taxes
|
|
388,451
|
|
|
358,573
|
|
|
302,559
|
|
|
Income tax expense
|
|
141,667
|
|
|
132,491
|
|
|
107,310
|
|
|
Net income
|
|
246,784
|
|
|
226,082
|
|
|
195,249
|
|
|
Dividends on preferred stock
|
|
10,238
|
|
|
10,238
|
|
|
10,238
|
|
|
Net income available to common shareholders
|
|
$
|
236,546
|
|
|
215,844
|
|
|
185,011
|
|
Net income per common share, basic
|
|
$
|
1.90
|
|
|
1.63
|
|
|
1.34
|
|
Net income per common share, diluted
|
|
1.89
|
|
|
1.62
|
|
|
1.33
|
|
|
Weighted average common shares outstanding, basic
|
|
124,389
|
|
|
132,423
|
|
|
138,495
|
|
|
Weighted average common shares outstanding, diluted
|
|
125,078
|
|
|
133,201
|
|
|
139,154
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
|||||||||||||||||||||||
(in thousands)
|
Before-tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
|
Before-tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
|
Before-tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
|||||||||||
Net income
|
$
|
388,451
|
|
|
(141,667
|
)
|
|
246,784
|
|
|
358,573
|
|
|
(132,491
|
)
|
|
226,082
|
|
|
302,559
|
|
|
(107,310
|
)
|
|
195,249
|
|
|
Net change related to cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reclassification adjustment for losses realized in net income
|
467
|
|
|
(180
|
)
|
|
287
|
|
|
521
|
|
|
(201
|
)
|
|
320
|
|
|
448
|
|
|
(173
|
)
|
|
275
|
|
||
Net unrealized (losses) gains on investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reclassification adjustment for net gains realized in net income
|
$
|
(6,011
|
)
|
|
2,314
|
|
|
(3,697
|
)
|
|
(2,769
|
)
|
|
1,066
|
|
|
(1,703
|
)
|
|
(1,331
|
)
|
|
513
|
|
|
(818
|
)
|
|
Net unrealized (losses) gains arising during the period
|
(36,432
|
)
|
|
14,027
|
|
|
(22,405
|
)
|
|
(25,707
|
)
|
|
9,901
|
|
|
(15,806
|
)
|
|
47,223
|
|
|
(18,182
|
)
|
|
29,041
|
|
||
Net unrealized (losses) gains
|
$
|
(42,443
|
)
|
|
16,341
|
|
|
(26,102
|
)
|
|
(28,476
|
)
|
|
10,967
|
|
|
(17,509
|
)
|
|
45,892
|
|
|
(17,669
|
)
|
|
28,223
|
|
|
Post-retirement unfunded health benefit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reclassification adjustment for gains realized in net income
|
$
|
(144
|
)
|
|
56
|
|
|
(88
|
)
|
|
(272
|
)
|
|
104
|
|
|
(168
|
)
|
|
(144
|
)
|
|
56
|
|
|
(88
|
)
|
|
Actuarial gains arising during the period
|
102
|
|
|
(39
|
)
|
|
63
|
|
|
236
|
|
|
(93
|
)
|
|
143
|
|
|
395
|
|
|
(152
|
)
|
|
243
|
|
||
Net unrealized (losses) gains
|
$
|
(42
|
)
|
|
17
|
|
|
(25
|
)
|
|
(36
|
)
|
|
11
|
|
|
(25
|
)
|
|
251
|
|
|
(96
|
)
|
|
155
|
|
|
Other comprehensive (loss) income
|
(42,018
|
)
|
|
16,178
|
|
|
(25,840
|
)
|
|
(27,991
|
)
|
|
10,777
|
|
|
(17,214
|
)
|
|
46,591
|
|
|
(17,938
|
)
|
|
28,653
|
|
||
Comprehensive income
|
|
|
|
|
|
$
|
220,944
|
|
|
|
|
|
|
|
208,868
|
|
|
|
|
|
|
|
223,902
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except per share data)
|
Series C Preferred Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained Earnings
|
|
Total
|
||||||||
Balance at December 31, 2013
|
$
|
125,862
|
|
|
139,721
|
|
|
2,976,348
|
|
|
(114,176
|
)
|
|
(41,258
|
)
|
|
(137,512
|
)
|
|
2,948,985
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195,249
|
|
|
195,249
|
|
|
Other comprehensive income, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,653
|
|
|
—
|
|
|
28,653
|
|
|
Cash dividends declared on common stock - $0.31 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,805
|
)
|
|
(42,805
|
)
|
|
Cash dividends paid on Series C Preferred Stock
|
—
|
|
|
—
|
|
|
(10,238
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,238
|
)
|
|
Series C Preferred Stock-adjustment to issuance costs
|
118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
Repurchases and agreements to repurchase shares of common stock
|
—
|
|
|
—
|
|
|
(14,515
|
)
|
|
(73,598
|
)
|
|
—
|
|
|
—
|
|
|
(88,113
|
)
|
|
Restricted share unit activity
|
—
|
|
|
52
|
|
|
(706
|
)
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
(692
|
)
|
|
Stock options exercised
|
—
|
|
|
177
|
|
|
2,871
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,048
|
|
|
Share-based compensation net tax deficiency
|
—
|
|
|
—
|
|
|
(3,168
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,168
|
)
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
10,233
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,233
|
|
|
Balance at December 31, 2014
|
$
|
125,980
|
|
|
139,950
|
|
|
2,960,825
|
|
|
(187,774
|
)
|
|
(12,605
|
)
|
|
14,894
|
|
|
3,041,270
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
226,082
|
|
|
226,082
|
|
|
Other comprehensive loss, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,214
|
)
|
|
—
|
|
|
(17,214
|
)
|
|
Cash dividends declared on common stock - $0.42 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,354
|
)
|
|
(55,354
|
)
|
|
Cash dividends paid on Series C Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,238
|
)
|
|
(10,238
|
)
|
|
Repurchases and completion of ASR agreement to repurchase shares of common stock
|
—
|
|
|
—
|
|
|
14,516
|
|
|
(213,737
|
)
|
|
—
|
|
|
—
|
|
|
(199,221
|
)
|
|
Restricted share unit activity
|
—
|
|
|
304
|
|
|
(4,877
|
)
|
|
—
|
|
|
—
|
|
|
(411
|
)
|
|
(4,984
|
)
|
|
Stock options exercised
|
—
|
|
|
338
|
|
|
5,305
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,643
|
|
|
Share-based compensation net tax benefit
|
—
|
|
|
—
|
|
|
1,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,656
|
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
12,556
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,556
|
|
|
Balance at December 31, 2015
|
$
|
125,980
|
|
|
140,592
|
|
|
2,989,981
|
|
|
(401,511
|
)
|
|
(29,819
|
)
|
|
174,973
|
|
|
3,000,196
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
246,784
|
|
|
246,784
|
|
|
Other comprehensive loss, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,840
|
)
|
|
—
|
|
|
(25,840
|
)
|
|
Cash dividends declared on common stock - $0.48 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,425
|
)
|
|
(59,425
|
)
|
|
Cash dividends paid on Series C Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,238
|
)
|
|
(10,238
|
)
|
|
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(263,084
|
)
|
|
—
|
|
|
—
|
|
|
(263,084
|
)
|
|
Issuance of common stock for acquisition
|
—
|
|
|
821
|
|
|
25,771
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,592
|
|
|
Restricted share unit activity
|
—
|
|
|
316
|
|
|
(5,030
|
)
|
|
—
|
|
|
—
|
|
|
(327
|
)
|
|
(5,041
|
)
|
|
Stock options exercised
|
—
|
|
|
297
|
|
|
4,858
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,155
|
|
|
Share-based compensation net tax deficiency
|
—
|
|
|
—
|
|
|
(790
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(790
|
)
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
13,615
|
|
|
—
|
|
|
|
|
|
—
|
|
|
13,615
|
|
|
Balance at December 31, 2016
|
$
|
125,980
|
|
|
142,026
|
|
|
3,028,405
|
|
|
(664,595
|
)
|
|
(55,659
|
)
|
|
351,767
|
|
|
2,927,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||
Operating Activities
|
|
|
|
|
|
||||
Net income
|
$
|
246,784
|
|
|
226,082
|
|
|
195,249
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||
Provision for loan losses
|
28,000
|
|
|
19,010
|
|
|
33,831
|
|
|
Depreciation, amortization, and accretion, net
|
58,228
|
|
|
56,741
|
|
|
54,952
|
|
|
Deferred income tax expense
|
128,837
|
|
|
121,904
|
|
|
102,020
|
|
|
(Increase) decrease in trading account assets
|
(2,327
|
)
|
|
8,766
|
|
|
(7,750
|
)
|
|
Originations of mortgage loans held for sale
|
(705,394
|
)
|
|
(790,625
|
)
|
|
(766,815
|
)
|
|
Proceeds from sales of mortgage loans held for sale
|
724,712
|
|
|
807,906
|
|
|
761,979
|
|
|
Gain on sales of mortgage loans held for sale, net
|
(13,780
|
)
|
|
(14,966
|
)
|
|
(12,357
|
)
|
|
(Increase) decrease in other assets
|
(23,568
|
)
|
|
7,799
|
|
|
2,258
|
|
|
Decrease in other liabilities
|
(4,239
|
)
|
|
(24,906
|
)
|
|
(8,990
|
)
|
|
Investment securities gains, net
|
(6,011
|
)
|
|
(2,769
|
)
|
|
(1,331
|
)
|
|
Losses and write-downs on other real estate, net
|
10,174
|
|
|
17,619
|
|
|
22,085
|
|
|
Losses and write-downs on other assets held for sale, net
|
8,001
|
|
|
892
|
|
|
7,643
|
|
|
Loss on early extinguishment of debt, net
|
4,735
|
|
|
1,533
|
|
|
—
|
|
|
Share-based compensation expense
|
13,615
|
|
|
12,556
|
|
|
10,233
|
|
|
Gain on sale of Memphis branches, net
|
—
|
|
|
—
|
|
|
(5,789
|
)
|
|
Net cash provided by operating activities
|
$
|
467,767
|
|
|
447,542
|
|
|
387,218
|
|
|
|
|
|
|
|
||||
Investing Activities
|
|
|
|
|
|
||||
Net cash received (used) in acquisitions/dispositions
|
6,146
|
|
|
—
|
|
|
(90,571
|
)
|
|
Net (increase) decrease in interest earning deposits with banks
|
(1,335
|
)
|
|
(5,577
|
)
|
|
12,515
|
|
|
Net decrease in federal funds sold and securities purchased under resale agreements
|
11,759
|
|
|
3,291
|
|
|
7,864
|
|
|
Net decrease (increase) in interest bearing funds with Federal Reserve Bank
|
302,797
|
|
|
(108,525
|
)
|
|
(76,834
|
)
|
|
Proceeds from maturities and principal collections of investment securities available for sale
|
894,123
|
|
|
693,608
|
|
|
568,918
|
|
|
Proceeds from sales of investment securities available for sale
|
968,606
|
|
|
347,954
|
|
|
20,815
|
|
|
Purchases of investment securities available for sale
|
(2,051,283
|
)
|
|
(1,634,531
|
)
|
|
(378,919
|
)
|
|
Proceeds from sales of loans
|
15,046
|
|
|
28,762
|
|
|
65,205
|
|
|
Proceeds from sale of other real estate
|
30,762
|
|
|
47,137
|
|
|
63,768
|
|
|
Net increase in loans
|
(1,129,422
|
)
|
|
(1,411,050
|
)
|
|
(1,326,596
|
)
|
|
Purchase of Federal Reserve Bank capital stock
|
(97,293
|
)
|
|
—
|
|
|
—
|
|
|
Purchase of bank-owned life insurance policies
|
(34,256
|
)
|
|
(45,000
|
)
|
|
—
|
|
|
Net increase in premises and equipment
|
(34,317
|
)
|
|
(28,381
|
)
|
|
(38,680
|
)
|
|
Proceeds from sale of other assets held for sale
|
13,072
|
|
|
3,039
|
|
|
5,741
|
|
|
Net cash used in investing activities
|
$
|
(1,105,595
|
)
|
|
(2,109,273
|
)
|
|
(1,166,774
|
)
|
Financing Activities
|
|
|
|
|
|
||||
Net increase in demand and savings deposits
|
1,512,451
|
|
|
2,274,949
|
|
|
562,669
|
|
|
Net (decrease) increase in certificates of deposit
|
(107,893
|
)
|
|
(565,315
|
)
|
|
283,543
|
|
|
Net (decrease) increase in federal funds purchased and securities sold under repurchase agreements
|
(17,326
|
)
|
|
50,109
|
|
|
(21,216
|
)
|
|
Repayments on long-term debt
|
(2,263,688
|
)
|
|
(823,899
|
)
|
|
(400,781
|
)
|
|
Proceeds from issuance of long-term debt
|
1,875,000
|
|
|
871,644
|
|
|
510,000
|
|
|
Dividends paid to common shareholders
|
(59,425
|
)
|
|
(55,354
|
)
|
|
(42,805
|
)
|
|
Dividends paid to preferred shareholders
|
(10,238
|
)
|
|
(10,238
|
)
|
|
(10,238
|
)
|
|
Stock options exercised
|
5,155
|
|
|
5,643
|
|
|
3,048
|
|
|
Repurchases and agreements to repurchase shares of common stock
|
(263,084
|
)
|
|
(199,221
|
)
|
|
(88,113
|
)
|
|
Restricted stock activity
|
(5,041
|
)
|
|
(4,984
|
)
|
|
(692
|
)
|
Net cash provided by financing activities
|
$
|
665,911
|
|
|
1,543,334
|
|
|
795,415
|
|
Increase (decrease) in cash and cash equivalents
|
28,083
|
|
|
(118,397
|
)
|
|
15,859
|
|
|
Cash and cash equivalents at beginning of year
|
367,092
|
|
|
485,489
|
|
|
469,630
|
|
|
Cash and cash equivalents at end of year
|
$
|
395,175
|
|
|
367,092
|
|
|
485,489
|
|
|
|
|
|
|
|
||||
Supplemental Cash Flow Information
|
|
|
|
|
|
||||
Cash Paid During the Period for:
|
|
|
|
|
|
||||
Income tax payments, net
|
9,340
|
|
|
10,514
|
|
|
5,971
|
|
|
Interest paid
|
123,560
|
|
|
115,795
|
|
|
109,549
|
|
|
Non-cash Activities:
|
|
|
|
|
|
||||
Mortgage loans held for sale transferred to loans at fair value
|
313
|
|
|
659
|
|
|
334
|
|
|
Loans foreclosed and transferred to other real estate
|
16,214
|
|
|
26,313
|
|
|
58,556
|
|
|
Premises and equipment transferred to other properties held for sale
|
25,231
|
|
|
2,340
|
|
|
16,613
|
|
|
Investment securities available for sale transferred to trading account assets at fair value
|
1,890
|
|
|
—
|
|
|
—
|
|
|
Securities purchased during the period but settled after period-end
|
—
|
|
|
—
|
|
|
25,938
|
|
|
Dispositions/Acquisitions:
|
|
|
|
|
|
||||
Fair value of non-cash assets acquired (sold)
|
408,054
|
|
|
—
|
|
|
(100,982
|
)
|
|
Fair value of liabilities assumed (sold)
|
387,608
|
|
|
—
|
|
|
(191,553
|
)
|
|
Fair value of common stock issued
|
26,592
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
•
|
changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses
|
•
|
changes in the volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or grade loans
|
•
|
loan growth
|
•
|
effects of changes in credit concentrations
|
•
|
experience, ability, and depth of lending management, loan review personnel, and other relevant staff
|
•
|
changes in the quality of the loan review function
|
•
|
national and local economic trends and conditions
|
•
|
value of underlying collateral for collateral-dependent loans
|
•
|
other external factors such as the effects for the current competitive, legal, and regulatory environment
|
•
|
ASU 2016-18,
Statement of Cash Flows-Restricted Cash
|
•
|
ASU 2016-15,
Statement of Cash Flows-Classification of Certain Cash Receipts and Cash Payments
|
•
|
ASU 2016-01,
Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities
|
Global One
|
|
October 1, 2016
|
||
(in thousands)
|
|
Preliminary Fair Value
|
||
Assets acquired:
|
|
|
||
Cash and due from banks
|
|
$
|
9,554
|
|
Commercial and industrial loans
(1)
|
|
356,665
|
|
|
Goodwill
(2)
|
|
35,247
|
|
|
Other intangible assets
|
|
13,400
|
|
|
Other assets
|
|
2,742
|
|
|
Total assets acquired
|
|
$
|
417,608
|
|
Liabilities assumed:
|
|
|
||
Notes payable
(3)
|
|
$
|
358,560
|
|
Contingent consideration
|
|
14,000
|
|
|
Deferred tax liability, net
|
|
3,145
|
|
|
Other liabilities
|
|
11,903
|
|
|
Total liabilities assumed
|
|
$
|
387,608
|
|
Consideration paid
|
|
$
|
30,000
|
|
|
|
|
||
Cash paid
|
|
$
|
3,408
|
|
Fair value of common stock issued
|
|
26,592
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||
Severance charges
|
|
$
|
—
|
|
|
—
|
|
|
7,246
|
|
Lease termination charges
|
|
6
|
|
|
(3
|
)
|
|
4,808
|
|
|
Asset impairment charges
|
|
8,107
|
|
|
229
|
|
|
7,530
|
|
|
Gain on sale of assets held for sale, net
|
|
—
|
|
|
(401
|
)
|
|
(766
|
)
|
|
Professional fees and other charges
|
|
154
|
|
|
211
|
|
|
1,767
|
|
|
Total restructuring charges
|
|
$
|
8,267
|
|
|
36
|
|
|
20,585
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(in thousands)
|
|
Severance Charges
|
|
Lease Termination Charges
|
|
Total
|
||||
Balance at December 31, 2013
|
|
$
|
1,572
|
|
|
1,383
|
|
|
2,955
|
|
Accruals for efficiency initiatives
|
|
7,246
|
|
|
4,808
|
|
|
12,054
|
|
|
Payments
|
|
(5,527
|
)
|
|
(652
|
)
|
|
(6,179
|
)
|
|
Balance at December 31, 2014
|
|
3,291
|
|
|
5,539
|
|
|
8,830
|
|
|
Accruals for efficiency initiatives
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
Payments
|
|
(1,361
|
)
|
|
(849
|
)
|
|
(2,210
|
)
|
|
Balance at December 31, 2015
|
|
1,930
|
|
|
4,687
|
|
|
6,617
|
|
|
Accruals for efficiency initiatives
|
|
—
|
|
|
6
|
|
|
6
|
|
|
Payments
|
|
(1,849
|
)
|
|
(725
|
)
|
|
(2,574
|
)
|
|
Balance at December 31, 2016
|
|
$
|
81
|
|
|
3,968
|
|
|
4,049
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|||||||||||
(in thousands)
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|||||
U.S. Treasury securities
|
|
$
|
108,221
|
|
|
225
|
|
|
(644
|
)
|
|
107,802
|
|
U.S. Government agency securities
|
|
12,727
|
|
|
266
|
|
|
—
|
|
|
12,993
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
174,440
|
|
|
1,116
|
|
|
(1,354
|
)
|
|
174,202
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
2,543,495
|
|
|
5,416
|
|
|
(42,571
|
)
|
|
2,506,340
|
|
|
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
|
905,789
|
|
|
1,214
|
|
|
(16,561
|
)
|
|
890,442
|
|
|
State and municipal securities
|
|
2,780
|
|
|
14
|
|
|
—
|
|
|
2,794
|
|
|
Equity securities
|
|
919
|
|
|
2,863
|
|
|
—
|
|
|
3,782
|
|
|
Other investments
|
|
20,247
|
|
|
—
|
|
|
(407
|
)
|
|
19,840
|
|
|
Total investment securities available for sale
|
|
$
|
3,768,618
|
|
|
11,114
|
|
|
(61,537
|
)
|
|
3,718,195
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
December 31, 2015
|
|||||||||||
(in thousands)
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|||||
U.S. Treasury securities
|
|
$
|
43,125
|
|
|
232
|
|
|
—
|
|
|
43,357
|
|
U.S. Government agency securities
|
|
13,087
|
|
|
536
|
|
|
—
|
|
|
13,623
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
126,520
|
|
|
389
|
|
|
—
|
|
|
126,909
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
209,785
|
|
|
1,340
|
|
|
(1,121
|
)
|
|
210,004
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
2,645,107
|
|
|
7,874
|
|
|
(22,562
|
)
|
|
2,630,419
|
|
|
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
|
530,426
|
|
|
2,396
|
|
|
(3,225
|
)
|
|
529,597
|
|
|
State and municipal securities
|
|
4,343
|
|
|
92
|
|
|
(1
|
)
|
|
4,434
|
|
|
Equity securities
|
|
3,228
|
|
|
6,444
|
|
|
—
|
|
|
9,672
|
|
|
Other investments
|
|
20,177
|
|
|
—
|
|
|
(374
|
)
|
|
19,803
|
|
|
Total investment securities available for sale
|
|
$
|
3,595,798
|
|
|
19,303
|
|
|
(27,283
|
)
|
|
3,587,818
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|||||||||||||||||
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
|||||||||||||
(in thousands)
|
|
Fair
Value
|
|
Gross Unrealized
Losses
|
|
Fair
Value
|
|
Gross Unrealized
Losses
|
|
Fair
Value
|
|
Gross Unrealized
Losses
|
|||||||
U.S. Treasury securities
|
|
64,023
|
|
|
644
|
|
|
—
|
|
|
—
|
|
|
64,023
|
|
|
644
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
128,121
|
|
|
1,240
|
|
|
3,626
|
|
|
114
|
|
|
131,747
|
|
|
1,354
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
2,123,181
|
|
|
42,571
|
|
|
—
|
|
|
—
|
|
|
2,123,181
|
|
|
42,571
|
|
|
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
|
682,492
|
|
|
15,653
|
|
|
24,801
|
|
|
908
|
|
|
707,293
|
|
|
16,561
|
|
|
Other investments
|
|
14,952
|
|
|
48
|
|
|
4,888
|
|
|
359
|
|
|
19,840
|
|
|
407
|
|
|
Total
|
|
$
|
3,012,769
|
|
|
60,156
|
|
|
33,315
|
|
|
1,381
|
|
|
3,046,084
|
|
|
61,537
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
December 31, 2015
|
|||||||||||||||||
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
|||||||||||||
(in thousands)
|
|
Fair
Value
|
|
Gross Unrealized
Losses
|
|
Fair
Value
|
|
Gross Unrealized
Losses
|
|
Fair
Value
|
|
Gross Unrealized
Losses
|
|||||||
Mortgage-backed securities issued by U.S. Government agencies
|
|
122,626
|
|
|
639
|
|
|
18,435
|
|
|
482
|
|
|
141,061
|
|
|
1,121
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
1,656,194
|
|
|
12,874
|
|
|
489,971
|
|
|
9,688
|
|
|
2,146,165
|
|
|
22,562
|
|
|
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
|
196,811
|
|
|
963
|
|
|
72,366
|
|
|
2,262
|
|
|
269,177
|
|
|
3,225
|
|
|
State and municipal securities
|
|
—
|
|
|
—
|
|
|
50
|
|
|
1
|
|
|
50
|
|
|
1
|
|
|
Other investments
|
|
14,985
|
|
|
15
|
|
|
4,818
|
|
|
359
|
|
|
19,803
|
|
|
374
|
|
|
Total
|
|
$
|
1,990,616
|
|
|
14,491
|
|
|
585,640
|
|
|
12,792
|
|
|
2,576,256
|
|
|
27,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution of Maturities at December 31, 2016
|
|||||||||||||||||
(in thousands)
|
|
Within One
Year
|
|
1 to 5
Years
|
|
5 to 10
Years
|
|
More Than
10 Years
|
|
No Stated
Maturity
|
|
Total
|
|||||||
Amortized Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. Treasury securities
|
|
$
|
18,435
|
|
|
89,786
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108,221
|
|
U.S. Government agency securities
|
|
999
|
|
|
5,929
|
|
|
5,799
|
|
|
—
|
|
|
—
|
|
|
12,727
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
—
|
|
|
—
|
|
|
14,345
|
|
|
160,095
|
|
|
—
|
|
|
174,440
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
154
|
|
|
86
|
|
|
624,561
|
|
|
1,918,694
|
|
|
—
|
|
|
2,543,495
|
|
|
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
|
—
|
|
|
—
|
|
|
—
|
|
|
905,789
|
|
|
—
|
|
|
905,789
|
|
|
State and municipal securities
|
|
110
|
|
|
240
|
|
|
—
|
|
|
2,430
|
|
|
—
|
|
|
2,780
|
|
|
Equity securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
919
|
|
|
919
|
|
|
Other investments
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
2,000
|
|
|
3,247
|
|
|
20,247
|
|
|
Total amortized cost
|
|
$
|
19,698
|
|
|
96,041
|
|
|
659,705
|
|
|
2,989,008
|
|
|
4,166
|
|
|
3,768,618
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. Treasury securities
|
|
$
|
18,435
|
|
|
89,367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
107,802
|
|
U.S. Government agency securities
|
|
1,021
|
|
|
6,019
|
|
|
5,953
|
|
|
—
|
|
|
—
|
|
|
12,993
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
—
|
|
|
—
|
|
|
14,784
|
|
|
159,418
|
|
|
—
|
|
|
174,202
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
158
|
|
|
88
|
|
|
624,216
|
|
|
1,881,878
|
|
|
—
|
|
|
2,506,340
|
|
|
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
|
—
|
|
|
—
|
|
|
—
|
|
|
890,442
|
|
|
—
|
|
|
890,442
|
|
|
State and municipal securities
|
|
110
|
|
|
240
|
|
|
—
|
|
|
2,444
|
|
|
—
|
|
|
2,794
|
|
|
Equity securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,782
|
|
|
3,782
|
|
|
Other investments
|
|
—
|
|
|
—
|
|
|
14,952
|
|
|
1,796
|
|
|
3,092
|
|
|
19,840
|
|
|
Total fair value
|
|
$
|
19,724
|
|
|
95,714
|
|
|
659,905
|
|
|
2,935,978
|
|
|
6,874
|
|
|
3,718,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Proceeds from sales of investment securities available for sale
|
|
$
|
968,606
|
|
|
347,954
|
|
|
20,815
|
|
||
Gross realized gains on sales
(1)
|
|
$
|
9,586
|
|
|
$
|
4,356
|
|
|
$
|
1,419
|
|
Gross realized losses on sales
|
|
(3,575
|
)
|
|
(1,587
|
)
|
|
(88
|
)
|
|||
Investment securities gains, net
|
|
$
|
6,011
|
|
|
2,769
|
|
|
1,331
|
|
||
|
|
|
|
|
|
|
|
|
December 31,
|
|||||
(in thousands)
|
|
2016
|
|
2015
|
|||
Investment properties
|
|
$
|
5,932,619
|
|
|
5,751,631
|
|
1-4 family properties
|
|
1,023,821
|
|
|
1,129,156
|
|
|
Land acquisition
|
|
409,534
|
|
|
513,981
|
|
|
Total commercial real estate
|
|
7,365,974
|
|
|
7,394,768
|
|
|
Commercial, financial and agricultural
|
|
6,915,927
|
|
|
6,453,180
|
|
|
Owner-occupied
|
|
4,636,016
|
|
|
4,318,950
|
|
|
Total commercial and industrial
|
|
11,551,943
|
|
|
10,772,130
|
|
|
Home equity lines
|
|
1,617,265
|
|
|
1,689,914
|
|
|
Consumer mortgages
|
|
2,296,604
|
|
|
1,938,683
|
|
|
Credit cards
|
|
232,413
|
|
|
240,851
|
|
|
Other retail loans
|
|
818,183
|
|
|
423,318
|
|
|
Total retail
|
|
4,964,465
|
|
|
4,292,766
|
|
|
Total loans
|
|
23,882,382
|
|
|
22,459,664
|
|
|
Deferred fees and costs, net
|
|
(25,991
|
)
|
|
(30,099
|
)
|
|
Total loans, net of deferred fees and costs
|
|
$
|
23,856,391
|
|
|
22,429,565
|
|
|
|
|
|
|
Impaired Loans (including accruing TDRs)
|
|
December 31, 2016
|
||||||||||||||
(in thousands)
|
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
||||||
With no related allowance recorded
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment properties
|
|
$
|
748
|
|
|
793
|
|
|
—
|
|
|
5,384
|
|
|
—
|
|
1-4 family properties
|
|
1,850
|
|
|
5,847
|
|
|
—
|
|
|
1,461
|
|
|
—
|
|
|
Land acquisition
|
|
892
|
|
|
4,335
|
|
|
—
|
|
|
2,958
|
|
|
—
|
|
|
Total commercial real estate
|
|
3,490
|
|
|
10,975
|
|
|
—
|
|
|
9,803
|
|
|
—
|
|
|
Commercial, financial and agricultural
|
|
17,958
|
|
|
20,577
|
|
|
—
|
|
|
6,321
|
|
|
—
|
|
|
Owner-occupied
|
|
5,508
|
|
|
7,377
|
|
|
—
|
|
|
8,394
|
|
|
—
|
|
|
Total commercial and industrial
|
|
23,466
|
|
|
27,954
|
|
|
—
|
|
|
14,715
|
|
|
—
|
|
|
Home equity lines
|
|
1,051
|
|
|
1,051
|
|
|
—
|
|
|
1,045
|
|
|
—
|
|
|
Consumer mortgages
|
|
744
|
|
|
814
|
|
|
—
|
|
|
870
|
|
|
—
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total retail
|
|
1,795
|
|
|
1,865
|
|
|
—
|
|
|
1,915
|
|
|
—
|
|
|
Total
|
|
28,751
|
|
|
40,794
|
|
|
—
|
|
|
26,433
|
|
|
—
|
|
|
With allowance recorded
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment properties
|
|
32,729
|
|
|
32,729
|
|
|
2,267
|
|
|
42,836
|
|
|
1,699
|
|
|
1-4 family properties
|
|
38,972
|
|
|
38,978
|
|
|
4,754
|
|
|
47,806
|
|
|
1,098
|
|
|
Land acquisition
|
|
16,219
|
|
|
16,219
|
|
|
895
|
|
|
17,449
|
|
|
486
|
|
|
Total commercial real estate
|
|
87,920
|
|
|
87,926
|
|
|
7,916
|
|
|
108,091
|
|
|
3,283
|
|
|
Commercial, financial and agricultural
|
|
43,386
|
|
|
45,913
|
|
|
5,687
|
|
|
51,968
|
|
|
1,218
|
|
|
Owner-occupied
|
|
53,708
|
|
|
53,942
|
|
|
2,697
|
|
|
52,300
|
|
|
1,946
|
|
|
Total commercial and industrial
|
|
97,094
|
|
|
99,855
|
|
|
8,384
|
|
|
104,268
|
|
|
3,164
|
|
|
Home equity lines
|
|
9,638
|
|
|
9,638
|
|
|
971
|
|
|
9,668
|
|
|
432
|
|
|
Consumer mortgages
|
|
20,953
|
|
|
19,834
|
|
|
673
|
|
|
20,993
|
|
|
1,014
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
5,140
|
|
|
5,140
|
|
|
167
|
|
|
5,062
|
|
|
303
|
|
|
Total retail
|
|
35,731
|
|
|
34,612
|
|
|
1,811
|
|
|
35,723
|
|
|
1,749
|
|
|
Total
|
|
220,745
|
|
|
222,393
|
|
|
18,111
|
|
|
248,082
|
|
|
8,196
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment properties
|
|
33,477
|
|
|
33,522
|
|
|
2,267
|
|
|
48,220
|
|
|
1,699
|
|
|
1-4 family properties
|
|
40,822
|
|
|
44,825
|
|
|
4,754
|
|
|
49,267
|
|
|
1,098
|
|
|
Land acquisition
|
|
17,111
|
|
|
20,554
|
|
|
895
|
|
|
20,407
|
|
|
486
|
|
|
Total commercial real estate
|
|
91,410
|
|
|
98,901
|
|
|
7,916
|
|
|
117,894
|
|
|
3,283
|
|
|
Commercial, financial and agricultural
|
|
61,344
|
|
|
66,490
|
|
|
5,687
|
|
|
58,289
|
|
|
1,218
|
|
|
Owner-occupied
|
|
59,216
|
|
|
61,319
|
|
|
2,697
|
|
|
60,694
|
|
|
1,946
|
|
|
Total commercial and industrial
|
|
120,560
|
|
|
127,809
|
|
|
8,384
|
|
|
118,983
|
|
|
3,164
|
|
|
Home equity lines
|
|
10,689
|
|
|
10,689
|
|
|
971
|
|
|
10,713
|
|
|
432
|
|
|
Consumer mortgages
|
|
21,697
|
|
|
20,648
|
|
|
673
|
|
|
21,863
|
|
|
1,014
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
5,140
|
|
|
5,140
|
|
|
167
|
|
|
5,062
|
|
|
303
|
|
|
Total retail
|
|
37,526
|
|
|
36,477
|
|
|
1,811
|
|
|
37,638
|
|
|
1,749
|
|
|
Total impaired loans
|
|
$
|
249,496
|
|
|
263,187
|
|
|
18,111
|
|
|
274,515
|
|
|
8,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
||||||||||||||
(in thousands)
|
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
||||||
With no related allowance recorded
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment properties
|
|
$
|
10,051
|
|
|
12,946
|
|
|
—
|
|
|
11,625
|
|
|
—
|
|
1-4 family properties
|
|
1,507
|
|
|
5,526
|
|
|
—
|
|
|
2,546
|
|
|
—
|
|
|
Land acquisition
|
|
8,551
|
|
|
39,053
|
|
|
—
|
|
|
13,897
|
|
|
—
|
|
|
Total commercial real estate
|
|
20,109
|
|
|
57,525
|
|
|
—
|
|
|
28,068
|
|
|
—
|
|
|
Commercial, financial and agricultural
|
|
4,393
|
|
|
7,606
|
|
|
—
|
|
|
5,737
|
|
|
—
|
|
|
Owner-occupied
|
|
8,762
|
|
|
11,210
|
|
|
—
|
|
|
14,657
|
|
|
—
|
|
|
Total commercial and industrial
|
|
13,155
|
|
|
18,816
|
|
|
—
|
|
|
20,394
|
|
|
—
|
|
|
Home equity lines
|
|
1,030
|
|
|
1,030
|
|
|
—
|
|
|
573
|
|
|
—
|
|
|
Consumer mortgages
|
|
814
|
|
|
941
|
|
|
—
|
|
|
995
|
|
|
—
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total retail
|
|
1,844
|
|
|
1,971
|
|
|
—
|
|
|
1,568
|
|
|
—
|
|
|
Total
|
|
35,108
|
|
|
78,312
|
|
|
—
|
|
|
50,030
|
|
|
—
|
|
|
With allowance recorded
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment properties
|
|
62,305
|
|
|
62,305
|
|
|
10,070
|
|
|
73,211
|
|
|
2,131
|
|
|
1-4 family properties
|
|
51,376
|
|
|
51,376
|
|
|
6,184
|
|
|
61,690
|
|
|
1,618
|
|
|
Land acquisition
|
|
24,168
|
|
|
24,738
|
|
|
2,715
|
|
|
34,793
|
|
|
936
|
|
|
Total commercial real estate
|
|
137,849
|
|
|
138,419
|
|
|
18,969
|
|
|
169,694
|
|
|
4,685
|
|
|
Commercial, financial and agricultural
|
|
42,914
|
|
|
44,374
|
|
|
8,339
|
|
|
43,740
|
|
|
1,125
|
|
|
Owner-occupied
|
|
49,530
|
|
|
49,688
|
|
|
2,138
|
|
|
55,323
|
|
|
1,814
|
|
|
Total commercial and industrial
|
|
92,444
|
|
|
94,062
|
|
|
10,477
|
|
|
99,063
|
|
|
2,939
|
|
|
Home equity lines
|
|
9,575
|
|
|
9,575
|
|
|
206
|
|
|
8,318
|
|
|
346
|
|
|
Consumer mortgages
|
|
22,173
|
|
|
23,297
|
|
|
651
|
|
|
26,044
|
|
|
1,229
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
4,651
|
|
|
4,651
|
|
|
132
|
|
|
5,105
|
|
|
323
|
|
|
Total retail
|
|
36,399
|
|
|
37,523
|
|
|
989
|
|
|
39,467
|
|
|
1,898
|
|
|
Total
|
|
266,692
|
|
|
270,004
|
|
|
30,435
|
|
|
308,224
|
|
|
9,522
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment properties
|
|
72,356
|
|
|
75,251
|
|
|
10,070
|
|
|
84,836
|
|
|
2,131
|
|
|
1-4 family properties
|
|
52,883
|
|
|
56,902
|
|
|
6,184
|
|
|
64,236
|
|
|
1,618
|
|
|
Land acquisition
|
|
32,719
|
|
|
63,791
|
|
|
2,715
|
|
|
48,690
|
|
|
936
|
|
|
Total commercial real estate
|
|
157,958
|
|
|
195,944
|
|
|
18,969
|
|
|
197,762
|
|
|
4,685
|
|
|
Commercial, financial and agricultural
|
|
47,307
|
|
|
51,980
|
|
|
8,339
|
|
|
49,477
|
|
|
1,125
|
|
|
Owner-occupied
|
|
58,292
|
|
|
60,898
|
|
|
2,138
|
|
|
69,980
|
|
|
1,814
|
|
|
Total commercial and industrial
|
|
105,599
|
|
|
112,878
|
|
|
10,477
|
|
|
119,457
|
|
|
2,939
|
|
|
Home equity lines
|
|
10,605
|
|
|
10,605
|
|
|
206
|
|
|
8,891
|
|
|
346
|
|
|
Consumer mortgages
|
|
22,987
|
|
|
24,238
|
|
|
651
|
|
|
27,039
|
|
|
1,229
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
4,651
|
|
|
4,651
|
|
|
132
|
|
|
5,105
|
|
|
323
|
|
|
Total retail
|
|
38,243
|
|
|
39,494
|
|
|
989
|
|
|
41,035
|
|
|
1,898
|
|
|
Total impaired loans
|
|
$
|
301,800
|
|
|
348,316
|
|
|
30,435
|
|
|
358,254
|
|
|
9,522
|
|
|
|
|
|
|
|
|
|
|
|
|
TDRs by Concession Type
|
|
|||||||||||||||
|
Year Ended December 31, 2016
|
|
||||||||||||||
(in thousands, except contract data)
|
Number of Contracts
|
|
Principal Forgiveness
|
|
Below Market Interest Rate
|
|
Term Extensions and/or Other Concessions
|
|
Total
|
|
||||||
Investment properties
|
4
|
|
|
$
|
—
|
|
|
1,825
|
|
|
3,518
|
|
|
5,343
|
|
|
1-4 family properties
|
39
|
|
|
—
|
|
|
5,499
|
|
|
1,488
|
|
|
6,987
|
|
|
|
Land acquisition
|
14
|
|
|
—
|
|
|
—
|
|
|
4,099
|
|
|
4,099
|
|
|
|
Total commercial real estate
|
57
|
|
|
—
|
|
|
7,324
|
|
|
9,105
|
|
|
16,429
|
|
|
|
Commercial, financial and agricultural
|
63
|
|
|
—
|
|
|
17,509
|
|
|
7,160
|
|
|
24,669
|
|
|
|
Owner-occupied
|
9
|
|
|
—
|
|
|
7,884
|
|
|
550
|
|
|
8,434
|
|
|
|
Total commercial and industrial
|
72
|
|
|
—
|
|
|
25,393
|
|
|
7,710
|
|
|
33,103
|
|
|
|
Home equity lines
|
5
|
|
|
—
|
|
|
225
|
|
|
123
|
|
|
348
|
|
|
|
Consumer mortgages
|
7
|
|
|
—
|
|
|
413
|
|
|
51
|
|
|
464
|
|
|
|
Credit cards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Other retail loans
|
28
|
|
|
—
|
|
|
394
|
|
|
2,256
|
|
|
2,650
|
|
|
|
Total retail
|
40
|
|
|
—
|
|
|
1,032
|
|
|
2,430
|
|
|
3,462
|
|
|
|
Total loans
|
169
|
|
|
$
|
—
|
|
|
33,749
|
|
|
19,245
|
|
|
52,994
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
TDRs by Concession Type
|
|
|||||||||||||||
|
Year Ended December 31, 2015
|
|
||||||||||||||
(in thousands, except contract data)
|
Number of Contracts
|
|
Principal Forgiveness
|
|
Below Market Interest Rate
|
|
Term Extensions and/or Other Concessions
|
|
Total
|
|
||||||
Investment properties
|
11
|
|
|
$
|
—
|
|
|
25,052
|
|
|
6,973
|
|
|
32,025
|
|
|
1-4 family properties
|
43
|
|
|
14,823
|
|
|
4,667
|
|
|
2,763
|
|
|
22,253
|
|
|
|
Land acquisition
|
12
|
|
|
—
|
|
|
614
|
|
|
1,532
|
|
|
2,146
|
|
|
|
Total commercial real estate
|
66
|
|
|
14,823
|
|
|
30,333
|
|
|
11,268
|
|
|
56,424
|
|
|
|
Commercial, financial and agricultural
|
91
|
|
|
29
|
|
|
3,191
|
|
|
6,477
|
|
|
9,697
|
|
|
|
Owner-occupied
|
10
|
|
|
—
|
|
|
3,417
|
|
|
2,064
|
|
|
5,481
|
|
|
|
Total commercial and industrial
|
101
|
|
|
29
|
|
|
6,608
|
|
|
8,541
|
|
|
15,178
|
|
|
|
Home equity lines
|
53
|
|
|
—
|
|
|
2,826
|
|
|
2,905
|
|
|
5,731
|
|
|
|
Consumer mortgages
|
15
|
|
|
—
|
|
|
1,011
|
|
|
895
|
|
|
1,906
|
|
|
|
Credit cards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Other retail loans
|
27
|
|
|
—
|
|
|
444
|
|
|
703
|
|
|
1,147
|
|
|
|
Total retail
|
95
|
|
|
—
|
|
|
4,281
|
|
|
4,503
|
|
|
8,784
|
|
|
|
Total loans
|
262
|
|
|
$
|
14,852
|
|
|
41,222
|
|
|
24,312
|
|
|
80,386
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
TDRs by Concession Type
|
|
|||||||||||||||
|
Year Ended December 31, 2014
|
|
||||||||||||||
(in thousands, except contract data)
|
Number of Contracts
|
|
Principal Forgiveness
|
|
Below Market Interest Rate
|
|
Term Extensions and/or Other Concessions
|
|
Total
|
|
||||||
Investment properties
|
15
|
|
|
$
|
—
|
|
|
8,423
|
|
|
5,813
|
|
|
14,236
|
|
|
1-4 family properties
|
68
|
|
|
—
|
|
|
6,611
|
|
|
6,492
|
|
|
13,103
|
|
|
|
Land acquisition
|
16
|
|
|
2,338
|
|
|
4,783
|
|
|
2,688
|
|
|
9,809
|
|
|
|
Total commercial real estate
|
99
|
|
|
2,338
|
|
|
19,817
|
|
|
14,993
|
|
|
37,148
|
|
|
|
Commercial, financial and agricultural
|
89
|
|
|
60
|
|
|
10,066
|
|
|
21,141
|
|
|
31,267
|
|
|
|
Owner-occupied
|
18
|
|
|
—
|
|
|
23,404
|
|
|
14,862
|
|
|
38,266
|
|
|
|
Total commercial and industrial
|
107
|
|
|
60
|
|
|
33,470
|
|
|
36,003
|
|
|
69,533
|
|
|
|
Home equity lines
|
20
|
|
|
—
|
|
|
2,335
|
|
|
451
|
|
|
2,786
|
|
|
|
Consumer mortgages
|
19
|
|
|
—
|
|
|
2,735
|
|
|
867
|
|
|
3,602
|
|
|
|
Credit cards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Other retail loans
|
27
|
|
|
—
|
|
|
663
|
|
|
566
|
|
|
1,229
|
|
|
|
Total retail
|
66
|
|
|
—
|
|
|
5,733
|
|
|
1,884
|
|
|
7,617
|
|
|
|
Total loans
|
272
|
|
|
$
|
2,398
|
|
|
59,020
|
|
|
52,880
|
|
|
114,298
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
Changes in Accumulated Other Comprehensive Income (Loss) by Component (Net of Income Taxes)
|
||||||||||||
(in thousands)
|
Net Unrealized
Gains (Losses) on Cash Flow Hedges
|
|
Net Unrealized
Gains (Losses) on Investment Securities Available for Sale
|
|
Post-Retirement Unfunded Health Benefit
|
|
Total
|
|||||
Balance at December 31, 2013
|
$
|
(13,099
|
)
|
|
(28,936
|
)
|
|
777
|
|
|
(41,258
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
29,041
|
|
|
243
|
|
|
29,284
|
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
275
|
|
|
(818
|
)
|
|
(88
|
)
|
|
(631
|
)
|
|
Net current period other comprehensive income
|
275
|
|
|
28,223
|
|
|
155
|
|
|
28,653
|
|
|
Balance at December 31, 2014
|
$
|
(12,824
|
)
|
|
(713
|
)
|
|
932
|
|
|
(12,605
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(15,806
|
)
|
|
143
|
|
|
(15,663
|
)
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
320
|
|
|
(1,703
|
)
|
|
(168
|
)
|
|
(1,551
|
)
|
|
Net current period other comprehensive income (loss)
|
320
|
|
|
(17,509
|
)
|
|
(25
|
)
|
|
(17,214
|
)
|
|
Balance at December 31, 2015
|
$
|
(12,504
|
)
|
|
(18,222
|
)
|
|
907
|
|
|
(29,819
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(22,405
|
)
|
|
63
|
|
|
(22,342
|
)
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
287
|
|
|
(3,697
|
)
|
|
(88
|
)
|
|
(3,498
|
)
|
|
Net current period other comprehensive income (loss)
|
287
|
|
|
(26,102
|
)
|
|
(25
|
)
|
|
(25,840
|
)
|
|
Balance at December 31, 2016
|
$
|
(12,217
|
)
|
|
(44,324
|
)
|
|
882
|
|
|
(55,659
|
)
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Useful Life
(in years)
|
|
2016
|
|
2015
|
|||
Land
|
|
Indefinite
|
|
$
|
97,080
|
|
|
106,656
|
|
Buildings and improvements
|
|
10 - 40
|
|
377,754
|
|
|
403,437
|
|
|
Leasehold improvements
|
|
10 - 40
|
|
41,355
|
|
|
41,095
|
|
|
Furniture and equipment
|
|
3 - 10
|
|
370,458
|
|
|
406,121
|
|
|
Construction in progress
|
|
|
|
29,104
|
|
|
44,120
|
|
|
Total premises and equipment
|
|
|
|
915,751
|
|
|
1,001,429
|
|
|
Less: Accumulated depreciation and amortization
|
|
|
|
(498,266
|
)
|
|
(556,274
|
)
|
|
Premises and equipment, net
|
|
|
|
$
|
417,485
|
|
|
445,155
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Trust Services Reporting Unit
|
|
Synovus Bank Reporting Unit
|
|
Total
|
||||
Balance as of January 1, 2016
|
|
|
|
|
|
|
||||
Goodwill
|
|
$
|
24,431
|
|
|
—
|
|
|
24,431
|
|
Accumulated impairment losses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
24,431
|
|
|
—
|
|
|
24,431
|
|
|
|
|
|
|
|
|
|
||||
Goodwill acquired during year
|
|
—
|
|
|
35,247
|
|
|
35,247
|
|
|
Impairment losses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Goodwill, net as of December 31, 2016
|
|
$
|
24,431
|
|
|
35,247
|
|
|
59,678
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|||
Cash surrender value of bank-owned life insurance
|
|
$
|
378,830
|
|
|
338,002
|
|
Federal Reserve Bank and FHLB stock
|
|
169,864
|
|
|
68,288
|
|
|
Accrued interest receivable
|
|
70,393
|
|
|
65,218
|
|
|
Prepaid expenses
|
|
35,542
|
|
|
33,348
|
|
|
Accounts receivable
|
|
29,821
|
|
|
19,692
|
|
|
Private equity investments
|
|
25,493
|
|
|
28,018
|
|
|
Derivative asset positions
|
|
20,623
|
|
|
27,139
|
|
|
Other properties held for sale
|
|
14,830
|
|
|
10,671
|
|
|
SBA/GGL servicing assets, net
|
|
4,451
|
|
|
4,287
|
|
|
Miscellaneous other assets
|
|
63,373
|
|
|
55,511
|
|
|
Total other assets
|
|
$
|
813,220
|
|
|
650,174
|
|
|
|
|
|
|
(
in thousands)
|
|
2016
|
|
2015
|
|||
Interest bearing demand deposits
|
|
$
|
4,768,313
|
|
|
4,377,407
|
|
Money market accounts, excluding brokered deposits
|
|
7,251,093
|
|
|
7,042,350
|
|
|
Savings accounts
|
|
929,402
|
|
|
714,410
|
|
|
Time deposits, excluding brokered deposits
|
|
3,234,465
|
|
|
3,300,004
|
|
|
Brokered deposits
|
|
1,378,983
|
|
|
1,075,520
|
|
|
Total interest bearing deposits
|
|
$
|
17,562,256
|
|
|
16,509,691
|
|
|
|
|
|
|
(in thousands)
|
2016
|
|
2015
|
|||
Parent Company:
|
|
|
|
|||
5.125% subordinated notes, due June 15, 2017, $278.6 million and $403.3 million par value at December 31, 2016 and 2015, respectively, with semi-annual interest payments and principal to be paid at maturity
|
$
|
278,480
|
|
|
402,812
|
|
7.875% senior notes, due February 15, 2019, $300 million par value with semi-annual interest payments and principal to be paid at maturity
|
297,763
|
|
|
296,711
|
|
|
5.75% fixed to adjustable rate subordinated notes, due December 15, 2025, $250 million par value with semi-annual interest payments at 5.75% for the first five years and quarterly payments thereafter at an adjustable rate equal to the then-current three month LIBOR rate + 418.2 basis points and principal to be paid at maturity
|
247,136
|
|
|
246,644
|
|
|
LIBOR + 1.80% debentures, due April 19, 2035, $10 million par value with quarterly interest payments and principal to be paid at maturity (rate of 2.76% at December 31, 2016 and 2.31% at December 31, 2015)
|
10,000
|
|
|
10,000
|
|
|
Hedge-related basis adjustment
(1)
|
873
|
|
|
4,018
|
|
|
Total long-term debt — Parent Company
|
834,252
|
|
|
960,185
|
|
|
Synovus Bank:
|
|
|
|
|||
FHLB advances with interest and principal payments due at various maturity dates through 2022 and interest rates ranging from 0.63% to 0.66% at December 31, 2016 (weighted average interest rate of 0.64% and 0.46% at December 31, 2016 and 2015, respectively)
|
1,325,000
|
|
|
1,225,000
|
|
|
Capital lease with interest and principal payments due at various dates through 2031 (rate of 1.59% at both December 31, 2016 and 2015, respectively)
|
1,629
|
|
|
1,708
|
|
|
Total long-term debt — Synovus Bank
|
1,326,629
|
|
|
1,226,708
|
|
|
Total long-term debt
|
$
|
2,160,881
|
|
|
2,186,893
|
|
|
|
|
|
(in thousands)
|
Parent
Company
|
|
Synovus Bank
|
|
Total
|
||||
2017
|
$
|
278,591
|
|
|
88
|
|
|
278,679
|
|
2018
|
—
|
|
|
89
|
|
|
89
|
|
|
2019
|
300,000
|
|
|
275,090
|
|
|
575,090
|
|
|
2020
|
—
|
|
|
350,092
|
|
|
350,092
|
|
|
2021
|
—
|
|
|
450,097
|
|
|
450,097
|
|
|
Thereafter
|
260,000
|
|
|
251,173
|
|
|
511,173
|
|
|
Total
|
$
|
838,591
|
|
|
1,326,629
|
|
|
2,165,220
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||
Total balance at December 31,
|
|
$
|
159,699
|
|
|
177,025
|
|
|
126,916
|
|
Weighted average interest rate at December 31,
|
|
0.08
|
%
|
|
0.08
|
|
|
0.08
|
|
|
Maximum month end balance during the year
|
|
$
|
286,175
|
|
|
250,453
|
|
|
247,170
|
|
Average amount outstanding during the year
|
|
216,593
|
|
|
205,305
|
|
|
198,085
|
|
|
Weighted average interest rate during the year
|
|
0.09
|
%
|
|
0.08
|
|
|
0.11
|
|
|
|
|
|
|
|
|
|
(shares in thousands)
|
Series C Preferred Stock Issued
|
|
Common
Stock
Issued
|
|
Treasury
Stock
Held
|
|
Common Stock Outstanding
|
||||
Balance at December 31, 2013
|
5,200
|
|
|
139,721
|
|
|
813
|
|
|
138,908
|
|
Restricted share unit activity
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
Stock options exercised
|
—
|
|
|
177
|
|
|
—
|
|
|
177
|
|
Repurchase of common stock
|
—
|
|
|
—
|
|
|
3,014
|
|
|
(3,014
|
)
|
Balance at December 31, 2014
|
5,200
|
|
|
139,950
|
|
|
3,827
|
|
|
136,123
|
|
Restricted share unit activity
|
—
|
|
|
304
|
|
|
—
|
|
|
304
|
|
Stock options exercised
|
—
|
|
|
338
|
|
|
—
|
|
|
338
|
|
Repurchase of common stock
|
—
|
|
|
—
|
|
|
7,218
|
|
|
(7,218
|
)
|
Balance at December 31, 2015
|
5,200
|
|
|
140,592
|
|
|
11,045
|
|
|
129,547
|
|
Issuance of common stock for acquisition
|
—
|
|
|
821
|
|
|
—
|
|
|
821
|
|
Restricted share unit activity
|
—
|
|
|
316
|
|
|
—
|
|
|
316
|
|
Stock options exercised
|
—
|
|
|
297
|
|
|
—
|
|
|
297
|
|
Repurchase of common stock
|
—
|
|
|
—
|
|
|
8,715
|
|
|
(8,715
|
)
|
Balance at December 31, 2016
|
5,200
|
|
|
142,026
|
|
|
19,760
|
|
|
122,266
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To Be Well Capitalized Under Prompt Corrective Action Provisions
(1)
|
|||||||||||||
(dollars in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||
Synovus Financial Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tier 1 capital
|
$
|
2,685,880
|
|
|
2,660,016
|
|
|
1,599,725
|
|
|
1,538,637
|
|
|
N/A
|
|
|
N/A
|
|
Common equity tier 1 capital
|
2,654,287
|
|
|
2,660,016
|
|
|
1,199,794
|
|
|
1,153,977
|
|
|
N/A
|
|
|
N/A
|
|
|
Total risk-based capital
|
3,201,268
|
|
|
3,255,758
|
|
|
2,132,966
|
|
|
2,051,515
|
|
|
N/A
|
|
|
N/A
|
|
|
Tier 1 risk-based capital ratio
|
10.07
|
%
|
|
10.37
|
|
|
6.00
|
|
|
6.00
|
|
|
N/A
|
|
|
N/A
|
|
|
Common equity tier 1 capital ratio
|
9.96
|
|
|
10.37
|
|
|
4.50
|
|
|
4.50
|
|
|
N/A
|
|
|
N/A
|
|
|
Total risk-based capital ratio
|
12.01
|
|
|
12.70
|
|
|
8.00
|
|
|
8.00
|
|
|
N/A
|
|
|
N/A
|
|
|
Leverage ratio
|
8.99
|
|
|
9.43
|
|
|
4.00
|
|
|
4.00
|
|
|
N/A
|
|
|
N/A
|
|
|
Synovus Bank
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tier 1 capital
|
$
|
3,187,583
|
|
|
3,136,132
|
|
|
1,597,302
|
|
|
1,535,541
|
|
|
2,129,736
|
|
|
2,047,388
|
|
Common equity tier 1 capital
|
3,187,583
|
|
|
3,136,132
|
|
|
1,197,976
|
|
|
1,151,656
|
|
|
1,730,410
|
|
|
1,663,503
|
|
|
Total risk-based capital
|
3,441,563
|
|
|
3,390,764
|
|
|
2,129,736
|
|
|
2,047,388
|
|
|
2,662,169
|
|
|
2,559,235
|
|
|
Tier 1 risk-based capital ratio
|
11.97
|
%
|
|
12.25
|
|
|
6.00
|
|
|
6.00
|
|
|
8.00
|
|
|
8.00
|
|
|
Common equity tier 1 capital ratio
|
11.97
|
|
|
12.25
|
|
|
4.50
|
|
|
4.50
|
|
|
6.50
|
|
|
6.50
|
|
|
Total risk-based capital ratio
|
12.93
|
|
|
13.25
|
|
|
8.00
|
|
|
8.00
|
|
|
10.00
|
|
|
10.00
|
|
|
Leverage ratio
|
10.68
|
|
|
11.15
|
|
|
4.00
|
|
|
4.00
|
|
|
5.00
|
|
|
5.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||
(in thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||
Net income
|
$
|
246,784
|
|
|
226,082
|
|
|
195,249
|
|
Dividends on preferred stock
|
10,238
|
|
|
10,238
|
|
|
10,238
|
|
|
Net income available to common shareholders
|
$
|
236,546
|
|
|
215,844
|
|
|
185,011
|
|
Weighted average common shares outstanding
|
124,389
|
|
|
132,423
|
|
|
138,495
|
|
|
Potentially dilutive shares from outstanding equity-based awards
|
689
|
|
|
778
|
|
|
659
|
|
|
Weighted average diluted common shares
|
125,078
|
|
|
133,201
|
|
|
139,154
|
|
|
Net income per common share, basic
|
$
|
1.90
|
|
|
1.63
|
|
|
1.34
|
|
Net income per common share, diluted
|
$
|
1.89
|
|
|
1.62
|
|
|
1.33
|
|
|
|
|
|
|
|
Level 1
|
Quoted prices (unadjusted) in active markets for identical assets and liabilities for the instrument or security to be valued. Level 1 assets include marketable equity securities, Treasury securities, and mutual funds.
|
Level 2
|
Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active or model-based valuation techniques for which all significant assumptions are derived principally from or corroborated by observable market data. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined by using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. U.S. Government sponsored agency securities, mortgage-backed securities issued by GSEs and agencies, obligations of states and municipalities, collateralized mortgage obligations issued by GSEs, and mortgage loans held for sale are generally included in this category. Certain private equity investments that invest in publicly traded companies are also considered Level 2 assets.
|
Level 3
|
Unobservable inputs that are supported by little, if any, market activity for the asset or liability. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow models and similar techniques, and may also include the use of market prices of assets or liabilities that are not directly comparable to the subject asset or liability. These methods of valuation may result in a significant portion of the fair value being derived from unobservable assumptions that reflect Synovus' own estimates for assumptions that market participants would use in pricing the asset or liability. This category primarily consists of collateral-dependent impaired loans, other real estate, certain corporate securities, private equity investments, and contingent consideration.
|
|
December 31, 2016
|
|||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Assets and Liabilities at Fair Value
|
|||||
Assets
|
|
|
|
|
|
|
|
|||||
Trading securities:
|
|
|
|
|
|
|
|
|||||
Mortgage-backed securities issued by U.S.
Government agencies
|
$
|
—
|
|
|
3,460
|
|
|
—
|
|
|
3,460
|
|
Collateralized mortgage obligations issued by
U.S. Government sponsored enterprises
|
—
|
|
|
3,438
|
|
|
—
|
|
|
3,438
|
|
|
State and municipal securities
|
—
|
|
|
426
|
|
|
—
|
|
|
426
|
|
|
Other investments
|
1,890
|
|
|
100
|
|
|
|
|
1,990
|
|
||
Total trading securities
|
1,890
|
|
|
7,424
|
|
|
—
|
|
|
9,314
|
|
|
Mortgage loans held for sale
|
—
|
|
|
51,545
|
|
|
—
|
|
|
51,545
|
|
|
Investment securities available for sale:
|
|
|
|
|
|
|
|
|||||
U.S. Treasury securities
|
107,802
|
|
|
—
|
|
|
—
|
|
|
107,802
|
|
|
U.S. Government agency securities
|
—
|
|
|
12,993
|
|
|
—
|
|
|
12,993
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
—
|
|
|
174,202
|
|
|
—
|
|
|
174,202
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
—
|
|
|
2,506,340
|
|
|
—
|
|
|
2,506,340
|
|
|
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
—
|
|
|
890,442
|
|
|
—
|
|
|
890,442
|
|
|
State and municipal securities
|
—
|
|
|
2,794
|
|
|
—
|
|
|
2,794
|
|
|
Equity securities
|
3,782
|
|
|
—
|
|
|
—
|
|
|
3,782
|
|
|
Other investments
(1)
|
3,092
|
|
|
14,952
|
|
|
1,796
|
|
|
19,840
|
|
|
Total investment securities available for sale
|
114,676
|
|
|
3,601,723
|
|
|
1,796
|
|
|
3,718,195
|
|
|
Private equity investments
|
—
|
|
|
—
|
|
|
25,493
|
|
|
25,493
|
|
|
Mutual funds held in rabbi trusts
|
11,479
|
|
|
—
|
|
|
—
|
|
|
11,479
|
|
|
Derivative assets:
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
—
|
|
|
17,157
|
|
|
—
|
|
|
17,157
|
|
|
Mortgage derivatives
(2)
|
—
|
|
|
3,466
|
|
|
—
|
|
|
3,466
|
|
|
Total derivative assets
|
—
|
|
|
20,623
|
|
|
—
|
|
|
20,623
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||
Other liabilities
(3)
|
—
|
|
|
—
|
|
|
14,000
|
|
|
14,000
|
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
—
|
|
|
17,531
|
|
|
—
|
|
|
17,531
|
|
|
Visa derivative
|
—
|
|
|
—
|
|
|
5,768
|
|
|
5,768
|
|
|
Total derivative liabilities
|
$
|
—
|
|
|
17,531
|
|
|
5,768
|
|
|
23,299
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Assets and Liabilities at Fair Value
|
|||||
Assets
|
|
|
|
|
|
|
|
|||||
Trading securities:
|
|
|
|
|
|
|
|
|||||
Mortgage-backed securities issued by U.S. Government agencies
|
$
|
—
|
|
|
2,922
|
|
|
—
|
|
|
2,922
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
—
|
|
|
1,078
|
|
|
—
|
|
|
1,078
|
|
|
State and municipal securities
|
—
|
|
|
1,097
|
|
|
—
|
|
|
1,097
|
|
|
All other mortgage-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total trading securities
|
—
|
|
|
5,097
|
|
|
—
|
|
|
5,097
|
|
|
Mortgage loans held for sale
|
—
|
|
|
59,275
|
|
|
—
|
|
|
59,275
|
|
|
Investment securities available for sale:
|
|
|
|
|
|
|
|
|||||
U.S. Treasury securities
|
43,357
|
|
|
—
|
|
|
—
|
|
|
43,357
|
|
|
U.S. Government agency securities
|
—
|
|
|
13,623
|
|
|
—
|
|
|
13,623
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
—
|
|
|
126,909
|
|
|
—
|
|
|
126,909
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
—
|
|
|
210,004
|
|
|
—
|
|
|
210,004
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
—
|
|
|
2,630,419
|
|
|
—
|
|
|
2,630,419
|
|
|
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
—
|
|
|
529,597
|
|
|
—
|
|
|
529,597
|
|
|
State and municipal securities
|
—
|
|
|
4,434
|
|
|
—
|
|
|
4,434
|
|
|
Equity securities
|
9,672
|
|
|
—
|
|
|
—
|
|
|
9,672
|
|
|
Other investments
(1)
|
3,073
|
|
|
14,985
|
|
|
1,745
|
|
|
19,803
|
|
|
Total investment securities available for sale
|
56,102
|
|
|
3,529,971
|
|
|
1,745
|
|
|
3,587,818
|
|
|
Private equity investments
|
—
|
|
|
870
|
|
|
27,148
|
|
|
28,018
|
|
|
Mutual funds held in rabbi trusts
|
10,664
|
|
|
—
|
|
|
—
|
|
|
10,664
|
|
|
Derivative assets:
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
—
|
|
|
25,580
|
|
|
—
|
|
|
25,580
|
|
|
Mortgage derivatives
(2)
|
—
|
|
|
1,559
|
|
|
—
|
|
|
1,559
|
|
|
Total derivative assets
|
—
|
|
|
27,139
|
|
|
—
|
|
|
27,139
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||
Trading account liabilities
|
—
|
|
|
1,032
|
|
|
—
|
|
|
1,032
|
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
—
|
|
|
26,030
|
|
|
—
|
|
|
26,030
|
|
|
Visa derivative
|
—
|
|
|
—
|
|
|
1,415
|
|
|
1,415
|
|
|
Total derivative liabilities
|
$
|
—
|
|
|
26,030
|
|
|
1,415
|
|
|
27,445
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31,
|
||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||
Changes in fair value included in net income:
|
|
|
|
|
|
||||
Mortgage loans held for sale
|
$
|
(667
|
)
|
|
(742
|
)
|
|
1,399
|
|
Mortgage loans held for sale:
|
|
|
|
|
|
||||
Fair value
|
51,545
|
|
|
59,275
|
|
|
63,328
|
|
|
Unpaid principal balance
|
51,114
|
|
|
58,177
|
|
|
61,488
|
|
|
Fair value less aggregate unpaid principal balance
|
$
|
431
|
|
|
1,098
|
|
|
1,840
|
|
|
|
|
|
|
|
|
2016
|
||||||||||
(in thousands)
|
Investment Securities Available for Sale
|
|
Private Equity Investments
|
|
Other Liabilities
|
Visa Derivative
|
|||||
Beginning balance, January 1,
|
$
|
1,745
|
|
|
27,148
|
|
|
—
|
|
(1,415
|
)
|
Total gains (losses) realized/unrealized:
|
|
|
|
|
|
|
|||||
Included in earnings
|
—
|
|
|
(1,026
|
)
|
|
—
|
|
(5,795
|
)
|
|
Unrealized gains included in other comprehensive income
|
51
|
|
|
—
|
|
|
—
|
|
—
|
|
|
Additions
|
—
|
|
|
—
|
|
|
(14,000
|
)
|
—
|
|
|
Sales
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
Issuances
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
Settlements
|
—
|
|
|
(629
|
)
|
|
—
|
|
1,442
|
|
|
Amortization of discount/premium
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
Transfers in and/or out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
Ending balance, December 31,
|
$
|
1,796
|
|
|
25,493
|
|
|
(14,000
|
)
|
(5,768
|
)
|
Total net (losses) for the year included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at December 31,
|
$
|
—
|
|
|
(1,026
|
)
|
|
—
|
|
(5,795
|
)
|
|
|
|
|
|
|
|
|
2015
|
||||||||
(in thousands)
|
Investment Securities Available for Sale
|
|
Private Equity Investments
|
|
Visa Derivative
|
||||
Beginning balance, January 1,
|
$
|
1,645
|
|
|
27,367
|
|
|
(1,401
|
)
|
Total gains (losses) realized/unrealized:
|
|
|
|
|
|
||||
Included in earnings
|
—
|
|
|
(219
|
)
|
|
(1,464
|
)
|
|
Unrealized gains included in other comprehensive income
|
100
|
|
|
—
|
|
|
—
|
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
Issuances
|
—
|
|
|
—
|
|
|
—
|
|
|
Settlements
|
—
|
|
|
—
|
|
|
1,450
|
|
|
Amortization of discount/premium
|
—
|
|
|
—
|
|
|
—
|
|
|
Transfers in and/or out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
Ending balance, December 31,
|
$
|
1,745
|
|
|
27,148
|
|
|
(1,415
|
)
|
Total net gains (losses) for the year included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at December 31,
|
$
|
—
|
|
|
(219
|
)
|
|
(1,464
|
)
|
|
|
|
|
|
|
|
As of December 31, 2016
|
|
Fair Value Adjustments
for the Year Ended December 31, 2016
|
||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||
Impaired loans*
|
$
|
—
|
|
|
—
|
|
|
$
|
21,742
|
|
|
6,613
|
|
Other real estate
|
—
|
|
|
—
|
|
|
19,305
|
|
|
1,223
|
|
||
Other assets held for sale
|
—
|
|
|
—
|
|
|
12,083
|
|
|
5,715
|
|
||
|
|
|
|
|
|
|
|
||||||
|
As of December 31, 2015
|
|
Fair Value Adjustments
for the Year Ended December 31, 2015
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||
Impaired loans*
|
$
|
—
|
|
|
—
|
|
|
$
|
15,708
|
|
|
4,144
|
|
Other loans held for sale
|
—
|
|
|
—
|
|
|
471
|
|
|
31
|
|
||
Other real estate
|
—
|
|
|
—
|
|
|
48,166
|
|
|
4,927
|
|
||
Other assets held for sale
|
—
|
|
|
—
|
|
|
4,747
|
|
|
1,323
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|||||||
(dollars in thousands)
|
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Level 3 Fair Value
|
|
Range (Weighted Average)
(1)
|
|
Level 3 Fair Value
|
|
Range (Weighted Average)
(1)
|
|||
Assets measured at
fair value on a
recurring basis
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Investment Securities Available for Sale -
Other investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Trust preferred securities
|
|
Discounted cash flow analysis
|
|
Credit spread embedded in discount rate
|
|
$
|
1,796
|
|
|
442 bps
|
|
1,745
|
|
|
477 bps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Private equity investments
|
|
Individual analysis of each investee company
|
|
Multiple factors, including but not limited to, current operations, financial condition, cash flows, evaluation of business management and financial plans, and recently executed financing transactions related to the investee companies
(2)
|
|
25,493
|
|
|
N/A
|
|
27,148
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
Discount for lack of liquidity
(2)
|
|
|
|
15%
|
|
|
|
15%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other liabilities
|
|
Internal valuation
|
|
Percentage of net income attributable to Global One Earnings as defined in merger agreement for three to five years
|
|
14,000
|
|
|
3 - 5 years
|
|
—
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Visa derivative liability
|
|
Internal valuation
|
|
Estimated timing of resolution of covered litigation, future cumulative deposits to the litigation escrow for settlement of the Covered Litigation, and estimated future monthly fees payable to the derivative counterparty
|
|
5,768
|
|
|
1 - 5 years
|
|
1,415
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
(dollars in thousands)
|
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Range
(Weighted Average)
(1)
|
|
Range
(Weighted Average)
(1)
|
Assets measured at
fair value on a
non-recurring basis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateral-dependent impaired loans
|
|
Third-party appraised value of collateral less estimated selling costs
|
|
Discount to appraised value
(3)
Estimated selling costs
|
|
0%-52% (25%) 0%-10% (7%)
|
|
0%-80% (29%) 0%-10% (7%)
|
|
|
|
|
|
|
|
|
|
Other loans held for sale
|
|
Third-party appraised value of collateral less estimated selling costs
|
|
Discount to appraised value
(3)
Estimated selling costs
|
|
N/A
|
|
0%-3% (3%) 0%-10% (7%)
|
|
|
|
|
|
|
|
|
|
Other real estate
|
|
Third-party appraised value less estimated selling costs
|
|
Discount to appraised value
(3)
Estimated selling costs
|
|
0%-10% (5%) 0%-10% (7%)
|
|
0%-20% (7%) 0%-10% (7%)
|
|
|
|
|
|
|
|
|
|
Other assets held for sale
|
|
Third-party appraised value less estimated selling costs or BOV
|
|
Discount to appraised value
(3)
Estimated selling costs
|
|
0%-81% (47%) 0%-10% (7%)
|
|
0%-35% (31%) 0%-10% (7%)
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
||||||||||||||
(in thousands)
|
Carrying Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
395,175
|
|
|
395,175
|
|
|
395,175
|
|
|
—
|
|
|
—
|
|
Interest bearing funds with Federal Reserve Bank
|
527,090
|
|
|
527,090
|
|
|
527,090
|
|
|
—
|
|
|
—
|
|
|
Interest earning deposits with banks
|
18,720
|
|
|
18,720
|
|
|
18,720
|
|
|
—
|
|
|
—
|
|
|
Federal funds sold and securities purchased under resale agreements
|
58,060
|
|
|
58,060
|
|
|
58,060
|
|
|
—
|
|
|
—
|
|
|
Trading account assets
|
9,314
|
|
|
9,314
|
|
|
1,890
|
|
|
7,424
|
|
|
—
|
|
|
Mortgage loans held for sale
|
51,545
|
|
|
51,545
|
|
|
—
|
|
|
51,545
|
|
|
—
|
|
|
Investment securities available for sale
|
3,718,195
|
|
|
3,718,195
|
|
|
114,676
|
|
|
3,601,723
|
|
|
1,796
|
|
|
Private equity investments
|
25,493
|
|
|
25,493
|
|
|
—
|
|
|
—
|
|
|
25,493
|
|
|
Mutual funds held in rabbi trusts
|
11,479
|
|
|
11,479
|
|
|
11,479
|
|
|
—
|
|
|
—
|
|
|
Loans, net of deferred fees and costs
|
23,856,391
|
|
|
23,709,434
|
|
|
—
|
|
|
—
|
|
|
23,709,434
|
|
|
Derivative assets
|
20,623
|
|
|
20,623
|
|
|
—
|
|
|
20,623
|
|
|
—
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||||||
Non-interest bearing deposits
|
7,085,804
|
|
|
7,085,804
|
|
|
—
|
|
|
7,085,804
|
|
|
—
|
|
|
Interest bearing deposits
|
17,562,256
|
|
|
17,560,021
|
|
|
—
|
|
|
17,560,021
|
|
|
—
|
|
|
Federal funds purchased, other short-term borrowings and other short-term liabilities
|
159,699
|
|
|
159,699
|
|
|
159,699
|
|
|
—
|
|
|
—
|
|
|
Long-term debt
|
2,160,881
|
|
|
2,217,544
|
|
|
—
|
|
|
2,217,544
|
|
|
—
|
|
|
Other liabilities
|
14,000
|
|
|
14,000
|
|
|
—
|
|
|
—
|
|
|
14,000
|
|
|
Derivative liabilities
|
$
|
23,299
|
|
|
23,299
|
|
|
—
|
|
|
17,531
|
|
|
5,768
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
||||||||||||||
(in thousands)
|
Carrying Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
367,092
|
|
|
367,092
|
|
|
367,092
|
|
|
—
|
|
|
—
|
|
Interest bearing funds with Federal Reserve Bank
|
829,887
|
|
|
829,887
|
|
|
829,887
|
|
|
—
|
|
|
—
|
|
|
Interest earning deposits with banks
|
17,387
|
|
|
17,387
|
|
|
17,387
|
|
|
—
|
|
|
—
|
|
|
Federal funds sold and securities purchased under resale agreements
|
69,819
|
|
|
69,819
|
|
|
69,819
|
|
|
—
|
|
|
—
|
|
|
Trading account assets
|
5,097
|
|
|
5,097
|
|
|
—
|
|
|
5,097
|
|
|
—
|
|
|
Mortgage loans held for sale
|
59,275
|
|
|
59,275
|
|
|
—
|
|
|
59,275
|
|
|
—
|
|
|
Other loans held for sale
|
425
|
|
|
425
|
|
|
—
|
|
|
—
|
|
|
425
|
|
|
Investment securities available for sale
|
3,587,818
|
|
|
3,587,818
|
|
|
56,102
|
|
|
3,529,971
|
|
|
1,745
|
|
|
Private equity investments
|
28,018
|
|
|
28,018
|
|
|
—
|
|
|
870
|
|
|
27,148
|
|
|
Mutual funds held in Rabbi Trusts
|
10,664
|
|
|
10,664
|
|
|
10,664
|
|
|
—
|
|
|
—
|
|
|
Loans, net of deferred fees and costs
|
22,429,565
|
|
|
22,192,903
|
|
|
—
|
|
|
—
|
|
|
22,192,903
|
|
|
Derivative assets
|
27,139
|
|
|
27,139
|
|
|
—
|
|
|
27,139
|
|
|
—
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||
Trading account liabilities
|
$
|
1,032
|
|
|
1,032
|
|
|
—
|
|
|
1,032
|
|
|
—
|
|
Non-interest bearing deposits
|
6,732,970
|
|
|
6,732,970
|
|
|
—
|
|
|
6,732,970
|
|
|
—
|
|
|
Interest bearing deposits
|
16,509,691
|
|
|
16,516,222
|
|
|
—
|
|
|
16,516,222
|
|
|
—
|
|
|
Federal funds purchased, other short-term borrowings, and other short-term liabilities
|
177,025
|
|
|
177,025
|
|
|
177,025
|
|
|
—
|
|
|
—
|
|
|
Long-term debt
|
2,186,893
|
|
|
2,244,376
|
|
|
—
|
|
|
2,244,376
|
|
|
—
|
|
|
Derivative liabilities
|
27,445
|
|
|
27,445
|
|
|
—
|
|
|
26,030
|
|
|
1,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value of Derivative Assets
|
|
Fair Value of Derivative Liabilities
|
|||||||||||||
|
|
|
December 31,
|
|
|
|
December 31,
|
|||||||||
(in thousands)
|
Location on Consolidated Balance Sheet
|
|
2016
|
|
2015
|
|
Location on Consolidated Balance Sheet
|
|
2016
|
|
2015
|
|||||
Derivatives not designated
as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
Other assets
|
|
$
|
17,157
|
|
|
25,580
|
|
|
Other liabilities
|
|
17,531
|
|
|
26,030
|
|
Mortgage derivatives
|
Other assets
|
|
3,466
|
|
|
1,559
|
|
|
Other liabilities
|
|
—
|
|
|
—
|
|
|
Visa derivative
|
|
|
—
|
|
|
—
|
|
|
Other liabilities
|
|
5,768
|
|
|
1,415
|
|
|
Total derivatives not designated as hedging instruments
|
|
|
$
|
20,623
|
|
|
27,139
|
|
|
|
|
23,299
|
|
|
27,445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
|
||||||||||
|
Location of Gain (Loss) Recognized in Income
|
|
Gain (Loss) Recognized in Income
|
||||||||
|
|
Twelve Months Ended December 31,
|
|||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
||||
Interest rate contracts
(1)
|
Other Non-
Interest Income
|
|
$
|
76
|
|
|
44
|
|
|
460
|
|
Mortgage derivatives
(2)
|
Mortgage
Banking Income
|
|
$
|
1,907
|
|
|
1,099
|
|
|
(1,062
|
)
|
Total
|
|
|
$
|
1,983
|
|
|
1,143
|
|
|
(602
|
)
|
|
|
|
|
|
|
|
|
Stock Options
|
|
|
|
|
|
|||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|||||||||
Outstanding at beginning of year
|
1,741,975
|
|
|
$
|
37.88
|
|
|
2,550,046
|
|
|
$
|
45.11
|
|
|
3,220,110
|
|
|
$
|
49.00
|
|
Option rounding due to reverse stock split on
May 16, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
841
|
|
|
49.00
|
|
|||
Options exercised
|
(297,225
|
)
|
|
17.35
|
|
|
(338,808
|
)
|
|
16.72
|
|
|
(178,176
|
)
|
|
17.14
|
|
|||
Options forfeited
|
(1,597
|
)
|
|
17.64
|
|
|
(12,825
|
)
|
|
17.17
|
|
|
(30,146
|
)
|
|
15.79
|
|
|||
Options expired/canceled
|
(469,792
|
)
|
|
92.62
|
|
|
(456,438
|
)
|
|
94.56
|
|
|
(462,583
|
)
|
|
84.88
|
|
|||
Options outstanding at end of year
|
973,361
|
|
|
$
|
17.76
|
|
|
1,741,975
|
|
|
$
|
37.88
|
|
|
2,550,046
|
|
|
$
|
45.11
|
|
Options exercisable at end of year
|
973,361
|
|
|
$
|
17.76
|
|
|
1,504,783
|
|
|
$
|
41.08
|
|
|
1,870,516
|
|
|
$
|
55.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Risk-free interest rate
|
|
0.81
|
%
|
|
1.05
|
%
|
|
0.70
|
%
|
Expected stock price volatility
|
|
25.7
|
|
|
26.4
|
|
|
39.2
|
|
Dividend yield
|
|
1.8
|
|
|
1.4
|
|
|
1.2
|
|
Simulation period
|
|
3.0 years
|
|
|
3.0 years
|
|
|
3.0 years
|
|
|
|
|
|
|
|
|
Restricted Share Units
|
|
|
|
|||
|
Share Units
|
|
Weighted-Average grant date Fair Value
|
|||
Outstanding at December 31, 2013
|
581,677
|
|
|
$
|
16.38
|
|
Share unit rounding due to reverse stock split on May 16, 2014
|
258
|
|
|
16.38
|
|
|
Granted
|
407,374
|
|
|
23.69
|
|
|
Dividend equivalents granted
|
8,805
|
|
|
24.09
|
|
|
Vested
|
(64,725
|
)
|
|
15.45
|
|
|
Forfeited
|
(50,566
|
)
|
|
17.92
|
|
|
Outstanding at December 31, 2014
|
882,823
|
|
|
19.81
|
|
|
Granted
|
321,874
|
|
|
28.09
|
||
Dividend equivalents granted
|
9,810
|
|
|
28.09
|
||
Vested
|
(428,121
|
)
|
|
17.48
|
||
Forfeited
|
(23,619
|
)
|
|
24.60
|
||
Outstanding at December 31, 2015
|
762,767
|
|
|
24.57
|
|
|
Granted
|
350,458
|
|
|
26.43
|
|
|
Dividend equivalents granted
|
11,105
|
|
|
26.43
|
|
|
Vested
|
(406,496
|
)
|
|
23.10
|
|
|
Forfeited
|
(12,067
|
)
|
|
23.96
|
|
|
Outstanding at December 31, 2016
|
705,767
|
|
|
$
|
26.38
|
|
|
|
|
|
Market Restricted Share Units
|
|
|
|
|||
|
Share Units
|
|
Weighted-Average grant date Fair Value
|
|||
Outstanding at December 31, 2013
|
40,512
|
|
|
$
|
24.43
|
|
Share unit rounding due to reverse stock split on May 16, 2014
|
4
|
|
|
24.43
|
|
|
Granted
|
90,117
|
|
|
24.30
|
|
|
Dividend equivalents granted
|
1,231
|
|
|
24.09
|
|
|
Quantity change by TSR factor
|
1,518
|
|
|
24.43
|
|
|
Vested
|
(15,196
|
)
|
|
24.43
|
|
|
Outstanding at December 31, 2014
|
118,186
|
|
|
24.33
|
|
|
Granted
|
82,152
|
|
|
29.39
|
|
|
Dividend equivalents granted
|
2,221
|
|
|
29.05
|
|
|
Quantity change by TSR factor
|
4,838
|
|
|
24.33
|
|
|
Vested
|
(49,149
|
)
|
|
24.34
|
|
|
Outstanding at December 31, 2015
|
158,248
|
|
|
27.02
|
|
|
Granted
|
93,913
|
|
|
26.93
|
|
|
Dividend equivalents granted
|
3,095
|
|
|
26.93
|
|
|
Quantity change by TSR factor
|
9,970
|
|
|
26.93
|
|
|
Vested
|
(82,817
|
)
|
|
26.40
|
|
|
Outstanding at December 31, 2016
|
182,409
|
|
|
$
|
27.25
|
|
|
|
|
|
Performance Share Units
|
|
|
|
|||
|
Share Units
|
|
Weighted-Average grant date Fair Value
|
|||
Outstanding at December 31, 2013
|
—
|
|
|
$
|
—
|
|
Granted
|
67,157
|
|
|
23.47
|
|
|
Dividend equivalents granted
|
518
|
|
|
24.09
|
|
|
Outstanding at December 31, 2014
|
67,675
|
|
|
23.47
|
|
|
Granted
|
82,152
|
|
|
28.06
|
|
|
Dividend equivalents granted
|
1,740
|
|
|
28.06
|
|
|
Outstanding at December 31, 2015
|
151,567
|
|
|
26.01
|
|
|
Granted
|
83,529
|
|
|
25.95
|
|
|
Dividend equivalents granted
|
3,384
|
|
|
25.95
|
|
|
Outstanding at December 31, 2016
|
238,480
|
|
|
$
|
25.99
|
|
|
|
|
|
Plan Category
|
|
(a) Number of Securities to be Issued
Upon Vesting of Restricted
Share Units, Market
Restricted Share Units, and Performance Share Units
(1)
|
|
(b) Number of Securities to be Issued
Upon Exercise of Outstanding Options
|
|
(c) Weighted-Average
Exercise Price of
Outstanding Options in Column (b)
|
|
(d) Number of Shares Remaining Available for Issuance Excluding Shares Reflected in Columns (a) and (b)
|
|||||
Shareholder approved equity compensation plans for shares of Synovus stock
|
|
1,126,656
|
|
|
973,361
|
|
|
$
|
17.76
|
|
|
6,432,798
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||
Current
|
|
|
|
|
|
||||
Federal
|
$
|
7,329
|
|
|
6,163
|
|
|
5,140
|
|
State
|
5,501
|
|
|
4,424
|
|
|
150
|
|
|
Total current income tax expense
|
12,830
|
|
|
10,587
|
|
|
5,290
|
|
|
Deferred
|
|
|
|
|
|
||||
Federal
|
117,463
|
|
|
108,877
|
|
|
92,360
|
|
|
State
|
11,374
|
|
|
13,027
|
|
|
9,660
|
|
|
Total deferred income tax expense
|
128,837
|
|
|
121,904
|
|
|
102,020
|
|
|
Total income tax expense
|
$
|
141,667
|
|
|
132,491
|
|
|
107,310
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||
Income tax expense at statutory federal income tax rate
|
$
|
135,957
|
|
|
125,501
|
|
|
105,896
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
||||
State income tax expense, net of federal income tax benefit
|
13,256
|
|
|
12,870
|
|
|
8,014
|
|
|
Bank-owned life insurance
|
(3,402
|
)
|
|
(2,885
|
)
|
|
(2,928
|
)
|
|
Change in valuation allowance
|
(2,055
|
)
|
|
(589
|
)
|
|
(2,273
|
)
|
|
General business tax credits
|
(1,213
|
)
|
|
(1,173
|
)
|
|
(1,123
|
)
|
|
Tax-exempt income
|
(825
|
)
|
|
(835
|
)
|
|
(1,076
|
)
|
|
Other, net
|
(51
|
)
|
|
(398
|
)
|
|
800
|
|
|
Total income tax expense
|
$
|
141,667
|
|
|
132,491
|
|
|
107,310
|
|
Effective tax rate
|
36.5
|
%
|
|
36.9
|
%
|
|
35.5
|
%
|
|
|
|
|
|
|
|
(in thousands)
|
2016
|
|
2015
|
|||
Deferred tax assets
|
|
|
|
|||
Net operating loss carryforwards
|
$
|
167,072
|
|
|
308,617
|
|
Allowance for loan losses
|
100,419
|
|
|
103,884
|
|
|
Tax credit carryforwards
|
67,031
|
|
|
59,434
|
|
|
Employee benefits and deferred compensation
|
21,024
|
|
|
21,177
|
|
|
Net unrealized losses on investment securities available for sale
|
19,413
|
|
|
3,072
|
|
|
Non-performing loan interest
|
19,137
|
|
|
16,604
|
|
|
Deferred revenue
|
18,639
|
|
|
16,529
|
|
|
Other
|
19,759
|
|
|
18,573
|
|
|
Total gross deferred tax assets
|
432,494
|
|
|
547,890
|
|
|
Less valuation allowance
|
(9,658
|
)
|
|
(11,713
|
)
|
|
Total deferred tax assets
|
422,836
|
|
|
536,177
|
|
|
Deferred tax liabilities
|
|
|
|
|||
Fixed assets held for sale
|
(8,179
|
)
|
|
(5,985
|
)
|
|
Purchase accounting adjustments
|
(5,765
|
)
|
|
(811
|
)
|
|
Excess tax over financial statement depreciation
|
(5,343
|
)
|
|
(8,564
|
)
|
|
Ownership interest in partnerships
|
(5,242
|
)
|
|
(4,537
|
)
|
|
Other
|
(2,951
|
)
|
|
(4,332
|
)
|
|
Total gross deferred tax liabilities
|
(27,480
|
)
|
|
(24,229
|
)
|
|
Net deferred tax asset
|
$
|
395,356
|
|
|
511,948
|
|
|
|
|
|
Tax Carryforwards
|
As of December 31, 2016
|
||||||||||||
(in thousands)
|
Expiration Dates
|
|
Deferred
Tax Asset Balance
|
|
Valuation Allowance
|
|
Net Deferred Tax Asset Balance
|
Pre-Tax Earnings Necessary to Realize
|
|||||
Net operating losses - federal
(3)
|
2031-2036
|
|
$
|
126,351
|
|
|
—
|
|
|
126,351
|
|
361,004
|
|
General business credits - federal
|
2028-2036
|
|
8,383
|
|
|
—
|
|
|
8,383
|
|
NA
(1)
|
|
|
Net operating losses - states
|
2025-2029
|
|
13,244
|
|
|
—
|
|
|
13,244
|
|
1,370,624
|
|
|
Net operating losses - states
(3)
|
2030-2036
|
|
36,148
|
|
|
—
|
|
|
36,148
|
|
1,165,627
|
|
|
Other credits - states
|
2017-2020
|
|
12,422
|
|
|
(9,658
|
)
|
|
2,764
|
|
NA
(1)
|
|
|
Other credits - states
|
2021-2026
|
|
2,239
|
|
|
—
|
|
|
2,239
|
|
NA
(1)
|
|
|
Alternative minimum tax credits - federal
|
None
|
|
43,037
|
|
|
—
|
|
|
43,037
|
|
NA
(2)
|
|
|
Other credits - states
|
None
|
|
950
|
|
|
—
|
|
|
950
|
|
NA
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||
Balance at January 1,
|
$
|
12,745
|
|
|
13,023
|
|
|
912
|
|
Additions based on income tax positions related to current year
|
—
|
|
|
—
|
|
|
—
|
|
|
Additions for income tax positions of prior years *
|
1,811
|
|
|
8
|
|
|
12,318
|
|
|
Additions from acquisition
|
608
|
|
|
—
|
|
|
—
|
|
|
Deductions for income tax positions of prior years
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
Statute of limitation expirations
|
(419
|
)
|
|
(286
|
)
|
|
(155
|
)
|
|
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
Balance at December 31,
|
$
|
14,745
|
|
|
12,745
|
|
|
13,023
|
|
|
|
|
|
|
|
Condensed Balance Sheets
|
|
|||||
|
December 31,
|
|||||
(in thousands)
|
2016
|
|
2015
|
|||
Assets
|
|
|
|
|||
Cash due from bank subsidiary
|
$
|
234,339
|
|
|
369,564
|
|
Funds due from other depository institutions
(1)
|
19,911
|
|
|
19,911
|
|
|
Investment in consolidated bank subsidiary, at equity
|
3,319,980
|
|
|
3,339,233
|
|
|
Investment in consolidated nonbank subsidiaries, at equity
|
71,335
|
|
|
71,350
|
|
|
Notes receivable from nonbank subsidiaries
|
35,200
|
|
|
67,000
|
|
|
Other assets
|
101,346
|
|
|
105,513
|
|
|
Total assets
|
$
|
3,782,111
|
|
|
3,972,571
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|||
Liabilities:
|
|
|
|
|||
Long-term debt
|
$
|
834,252
|
|
|
960,185
|
|
Other liabilities
|
19,935
|
|
|
12,190
|
|
|
Total liabilities
|
854,187
|
|
|
972,375
|
|
|
Shareholders’ equity:
|
|
|
|
|||
Series C Preferred Stock
|
125,980
|
|
|
125,980
|
|
|
Common stock
|
142,026
|
|
|
140,592
|
|
|
Additional paid-in capital
|
3,028,405
|
|
|
2,989,981
|
|
|
Treasury stock
|
(664,595
|
)
|
|
(401,511
|
)
|
|
Accumulated other comprehensive loss, net
|
(55,659
|
)
|
|
(29,819
|
)
|
|
Retained earnings
|
351,767
|
|
|
174,973
|
|
|
Total shareholders’ equity
|
2,927,924
|
|
|
3,000,196
|
|
|
Total liabilities and shareholders’ equity
|
$
|
3,782,111
|
|
|
3,972,571
|
|
|
|
|
|
Condensed Statements of Income
|
|
||||||||
|
Years Ended December 31,
|
||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||
Income
|
|
|
|
|
|
||||
Cash dividends received from Synovus Bank
|
$
|
325,000
|
|
|
199,904
|
|
|
90,626
|
|
Cash distributions received from Synovus Bank
|
—
|
|
|
25,096
|
|
|
91,374
|
|
|
Interest income
|
2,565
|
|
|
8,865
|
|
|
14,262
|
|
|
Other income
|
4,595
|
|
|
(337
|
)
|
|
(932
|
)
|
|
Total income
|
332,160
|
|
|
233,528
|
|
|
195,330
|
|
|
Expenses
|
|
|
|
|
|
||||
Interest expense
|
52,831
|
|
|
46,585
|
|
|
45,726
|
|
|
Other expenses
|
20,652
|
|
|
10,516
|
|
|
10,337
|
|
|
Total expenses
|
73,483
|
|
|
57,101
|
|
|
56,063
|
|
|
Income before income taxes and equity in undistributed
income (loss) of subsidiaries
|
258,677
|
|
|
176,427
|
|
|
139,267
|
|
|
Allocated income tax benefit
|
(25,628
|
)
|
|
(18,808
|
)
|
|
(16,491
|
)
|
|
Income before equity in undistributed income (loss)
of subsidiaries
|
284,305
|
|
|
195,235
|
|
|
155,758
|
|
|
Equity in undistributed income (loss) of subsidiaries
|
(37,521
|
)
|
|
30,847
|
|
|
39,491
|
|
|
Net income
|
246,784
|
|
|
226,082
|
|
|
195,249
|
|
|
Dividends on preferred stock
|
10,238
|
|
|
10,238
|
|
|
10,238
|
|
|
Net income available to common shareholders
|
$
|
236,546
|
|
|
215,844
|
|
|
185,011
|
|
|
|
|
|
|
|
Condensed Statements of Comprehensive Income
|
||||||||||||||||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
|||||||||||||||||||||||
(in thousands)
|
Before-tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
|
Before-tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
|
Before-tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
|||||||||||
Net income
|
$
|
388,451
|
|
|
(141,667
|
)
|
|
246,784
|
|
|
358,573
|
|
|
(132,491
|
)
|
|
226,082
|
|
|
302,559
|
|
|
(107,310
|
)
|
|
195,249
|
|
|
Reclassification adjustment for losses realized in net income on cash flow hedges
|
467
|
|
|
(180
|
)
|
|
287
|
|
|
521
|
|
|
(201
|
)
|
|
320
|
|
|
448
|
|
|
(173
|
)
|
|
275
|
|
||
Reclassification adjustment for net gains realized in net income on investment securities available for sale
|
(5,763
|
)
|
|
2,219
|
|
|
(3,544
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Net unrealized gains on investment securities available for sale
|
2,358
|
|
|
(908
|
)
|
|
1,450
|
|
|
2,908
|
|
|
(1,120
|
)
|
|
1,788
|
|
|
21
|
|
|
(8
|
)
|
|
13
|
|
||
Other comprehensive (loss) gain of bank subsidiary
|
(39,080
|
)
|
|
15,047
|
|
|
(24,033
|
)
|
|
(31,420
|
)
|
|
12,098
|
|
|
(19,322
|
)
|
|
46,122
|
|
|
(17,757
|
)
|
|
28,365
|
|
||
Other comprehensive (loss) income
|
$
|
(42,018
|
)
|
|
16,178
|
|
|
(25,840
|
)
|
|
(27,991
|
)
|
|
10,777
|
|
|
(17,214
|
)
|
|
46,591
|
|
|
(17,938
|
)
|
|
28,653
|
|
|
Comprehensive income
|
|
|
|
|
$
|
220,944
|
|
|
|
|
|
|
208,868
|
|
|
|
|
|
|
223,902
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statements of Cash Flows
|
|
||||||||
|
Years Ended December 31,
|
||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||
Operating Activities
|
|
|
|
|
|
||||
Net income
|
$
|
246,784
|
|
|
226,082
|
|
|
195,249
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||
Equity in undistributed loss (income) of subsidiaries
|
37,521
|
|
|
(30,847
|
)
|
|
(39,491
|
)
|
|
Deferred income tax expense (benefit)
|
17,989
|
|
|
(2,506
|
)
|
|
(5,041
|
)
|
|
Net increase (decrease) in other liabilities
|
7,746
|
|
|
(1,709
|
)
|
|
(22,323
|
)
|
|
Net (increase) decrease in other assets
|
(9,214
|
)
|
|
1,045
|
|
|
14,226
|
|
|
Other, net
|
(1,648
|
)
|
|
(178
|
)
|
|
(2,041
|
)
|
|
Net cash provided by operating activities
|
299,178
|
|
|
191,887
|
|
|
140,579
|
|
|
Investing Activities
|
|
|
|
|
|
||||
Outlays for business combinations
|
(3,408
|
)
|
|
—
|
|
|
—
|
|
|
Net decrease in short-term notes receivable from non-bank subsidiaries
|
31,800
|
|
|
10,000
|
|
|
39,000
|
|
|
Net cash provided by investing activities
|
28,392
|
|
|
10,000
|
|
|
39,000
|
|
|
Financing Activities
|
|
|
|
|
|
||||
Dividends paid to common and preferred shareholders
|
(69,663
|
)
|
|
(65,592
|
)
|
|
(53,043
|
)
|
|
Repurchases and agreements to repurchase shares of common stock
|
(263,084
|
)
|
|
(199,221
|
)
|
|
(88,113
|
)
|
|
Repayments on long-term debt
|
(130,048
|
)
|
|
(48,553
|
)
|
|
—
|
|
|
Proceeds from issuance of long-term debt
|
—
|
|
|
246,644
|
|
|
—
|
|
|
Net cash used in financing activities
|
(462,795
|
)
|
|
(66,722
|
)
|
|
(141,156
|
)
|
|
(Decrease) increase in cash and funds due from banks
|
(135,225
|
)
|
|
135,165
|
|
|
38,423
|
|
|
Cash and funds due from banks at beginning of year
|
389,475
|
|
|
254,310
|
|
|
215,887
|
|
|
Cash and funds due from banks at end of year
|
$
|
254,250
|
|
|
389,475
|
|
|
254,310
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||
Litigation settlement/contingency expenses
|
$
|
2,511
|
|
|
5,110
|
|
|
12,812
|
|
Insurance and bonds
|
12,023
|
|
|
12,514
|
|
|
11,801
|
|
|
|
|
|
|
|
|
|
2016
|
|||||||||||
(in thousands, except per share data)
|
Fourth Quarter
|
|
Third
Quarter
|
|
Second Quarter
|
|
First
Quarter
|
|||||
Interest income
|
$
|
264,534
|
|
|
256,554
|
|
|
252,393
|
|
|
249,323
|
|
Net interest income
|
233,530
|
|
|
226,007
|
|
|
221,449
|
|
|
218,193
|
|
|
Provision for loan losses
|
6,259
|
|
|
5,671
|
|
|
6,693
|
|
|
9,377
|
|
|
Income before income taxes
|
108,068
|
|
|
102,620
|
|
|
94,031
|
|
|
83,730
|
|
|
Income tax expense
|
39,519
|
|
|
37,375
|
|
|
33,574
|
|
|
31,199
|
|
|
Net income
|
68,549
|
|
|
65,245
|
|
|
60,457
|
|
|
52,531
|
|
|
Net income available to common shareholders
|
$
|
65,990
|
|
|
62,686
|
|
|
57,898
|
|
|
49,972
|
|
Net income per common share, basic
|
$
|
0.54
|
|
|
0.51
|
|
|
0.46
|
|
|
0.39
|
|
Net income per common share, diluted
|
0.54
|
|
|
0.51
|
|
|
0.46
|
|
|
0.39
|
|
|
|
|
|
|
|
|
|
|
|||||
|
2015
|
|||||||||||
|
Fourth Quarter
(1)
|
|
Third
Quarter
|
|
Second Quarter
|
|
First
Quarter
|
|||||
Interest income
|
$
|
242,814
|
|
|
238,093
|
|
|
233,654
|
|
|
231,401
|
|
Net interest income
|
212,620
|
|
|
207,790
|
|
|
203,644
|
|
|
203,263
|
|
|
Provision for loan losses
|
5,021
|
|
|
2,956
|
|
|
6,636
|
|
|
4,397
|
|
|
Income before income taxes
|
90,741
|
|
|
93,986
|
|
|
88,034
|
|
|
85,812
|
|
|
Income tax expense
|
32,342
|
|
|
36,058
|
|
|
32,242
|
|
|
31,849
|
|
|
Net income
|
58,398
|
|
|
57,928
|
|
|
55,792
|
|
|
53,963
|
|
|
Net income available to common shareholders
|
$
|
55,839
|
|
|
55,369
|
|
|
53,233
|
|
|
51,404
|
|
Net income per common share, basic
|
$
|
0.43
|
|
|
0.42
|
|
|
0.40
|
|
|
0.38
|
|
Net income per common share, diluted
|
0.43
|
|
|
0.42
|
|
|
0.40
|
|
|
0.38
|
|
|
|
|
|
|
|
|
|
|
•
|
“PROPOSALS TO BE VOTED ON” - “PROPOSAL 1: ELECTION OF 12 DIRECTORS”;
|
•
|
“EXECUTIVE OFFICERS”;
|
•
|
“SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE”; and
|
•
|
“CORPORATE GOVERNANCE AND BOARD MATTERS” - “Consideration of Director Candidates - Shareholder Candidates” and “Committees of the Board” - “Audit Committee.”
|
•
|
“DIRECTOR COMPENSATION”;
|
•
|
“EXECUTIVE COMPENSATION” - “Compensation Discussion and Analysis”; “Compensation Committee Report”; “Summary Compensation Table” and the compensation tables and related information which follow the Summary Compensation Table; and
|
•
|
“CORPORATE GOVERNANCE AND BOARD MATTERS” - “Committees of the Board” - “Compensation Committee Interlocks and Insider Participation.”
|
•
|
“STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS”; and
|
•
|
“PRINCIPAL SHAREHOLDERS.”
|
•
|
“AUDIT COMMITTEE REPORT” - “KPMG LLP Fees and Services” (excluding the information under the main caption “AUDIT COMMITTEE REPORT”); and
|
•
|
“AUDIT COMMITTEE REPORT” - “Policy on Audit Committee Pre-Approval.”
|
Exhibit
Number
|
|
Description
|
|
|
|
||
3.1
|
|
|
Amended and Restated Articles of Incorporation of Synovus, as amended, incorporated by reference to Exhibit 3.1 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, as filed with the SEC on August 9, 2010.
|
|
|
|
|
3.2
|
|
|
Articles of Amendment to the Amended and Restated Articles of Incorporation of Synovus with respect to the Series C Preferred Stock, incorporated by reference to Exhibit 3.1 to Synovus' Current Report of Form 8-K dated July 25, 2013, as filed with the SEC on July 25, 2013.
|
|
|
||
3.3
|
|
|
Articles of Amendment to the Amended and Restated Articles of Incorporation of Synovus, incorporated by reference to Exhibit 3.1 to Synovus' Current Report on Form 8-K dated April 29, 2014, as filed with the SEC on April 29, 2014.
|
|
|
|
|
3.4
|
|
|
Articles of Amendment to the Amended and Restated Articles of Incorporation of Synovus, incorporated by reference to Exhibits 3.1 to Synovus' Current Report on Form 8-K dated May 19, 2014, as filed with SEC on May 19, 2014.
|
|
|
|
|
3.5
|
|
|
Bylaws, as amended, of Synovus, incorporated by reference to Exhibit 3.1 of Synovus' Current Report on Form 8-K dated November 8, 2010, as filed with the SEC on November 9, 2010.
|
|
|
||
4.1
|
|
|
Specimen stock certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A, incorporated by reference to Exhibit 4.2 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.
|
|
|
||
4.2
|
|
|
Specimen stock certificate for Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, incorporated by reference to Exhibit 4.1 of Synovus' Current Report in Form 8-K dated July 25, 2013, as filed with the SEC on July 25, 2013.
|
|
|
|
|
4.3
|
|
|
Warrant for purchase of up to 15,510,737 shares of Synovus common stock, incorporated by reference to Exhibit 4.1 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.
|
|
|
||
4.4
|
|
|
Shareholder Rights Plan, dated as of April 26, 2010, between Synovus Financial Corp. and Mellon Investor Services LLC, as Rights Agent, which includes the Form of Articles of Amendment to the Articles of Incorporation of Synovus Financial Corp. (Series B Participating Cumulative Preferred Stock) as Exhibit A, the Summary of Terms of the Rights Agreement as Exhibit B and the Form of Right Certificate as Exhibit C, incorporated by reference to Exhibit 4.1 of Synovus’ Current Report on Form 8-K dated April 26, 2010, as filed with the SEC on April 26, 2010.
|
|
|
||
4.5
|
|
|
Amendment No. 1 dated as of September 6, 2011 to Shareholder Rights Plan between Synovus Financial Corp. and American Stock Transfer & Trust Company, LLC, incorporated by reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated September 6, 2011, as filed with the SEC on September 6, 2011.
|
|
|
|
|
4.6
|
|
|
Amendment No. 2 dated as of April 24, 2013 to Shareholder Rights Plan between Synovus Financial Corp. and American Stock Transfer & Trust Company, LLC, incorporated by reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated April 24, 2013, as filed with the SEC on April 24, 2013.
|
|
|
|
|
4.7
|
|
|
Amendment No. 3 dated as of April 20, 2016 to Shareholder Rights Plan between Synovus Financial Corp. and American Stock Transfer & Trust Company, LLC, incorporated by reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated April 20, 2016, as filed with the SEC on April 21, 2016.
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
4.8
|
|
|
Summary of Plan Adjustments, effective as of May 16, 2014, to Shareholder Rights Plan between Synovus Financial Corp. and American Stock Transfer & Trust Company, LLC, incorporated by reference to Exhibit 99.2 of Synovus' Current Report on Form 8-K dated May 19, 2014, as filed with the SEC on May 19, 2014.
|
|
|
|
|
4.9
|
|
|
Indenture, dated as of June 20, 2005, between Synovus Financial Corp. and The Bank of New York Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 of Synovus' Registration Statement on Form S-4 (No. 333-126767) filed with the SEC on July 21, 2005.
|
|
|
|
|
4.10
|
|
|
Senior Notes Indenture, dated as of February 13, 2012, between Synovus Financial Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated February 8, 2012, as filed with the SEC on February 13, 2012.
|
|
|
|
|
4.11
|
|
|
Subordinated Indenture, dated as of December 7, 2015, between Synovus Financial Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated December 2, 2015, as filed with the SEC on December 7, 2015.
|
|
|
|
|
4.12
|
|
|
First Supplemental Indenture, dated as of December 7, 2015, between Synovus Financial Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.2 of Synovus' Current Report on Form 8-K dated December 2, 2015, as filed with the SEC on December 7, 2015.
|
|
|
|
|
4.13
|
|
|
Specimen Physical Stock Certificate of Synovus, incorporated by reference to Exhibit 4.1 to Synovus' Current Report on Form 8-K dated May 19, 2014, as filed with SEC on May 19, 2014.
|
|
|
|
|
10.1
|
|
|
Letter Agreement (including Securities Purchase Agreement – Standard Terms incorporated by reference therein) dated December 19, 2008, between Synovus and the United States Department of the Treasury, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.
|
|
|
|
|
10.2
|
|
|
Synovus Financial Corp. 2011 Director Stock Purchase Plan, incorporated by reference to Exhibit 99.1 of Synovus' Current Report on Form 8-K dated April 27, 2011, as filed with the SEC on May 3, 2011.*
|
|
|
|
|
10.3
|
|
|
Amendment No. 1 dated September 6, 2011 to Synovus Financial Corp. 2011 Director Stock Purchase Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated September 6, 2011, as filed with the SEC on September 6, 2011.*
|
|
|
|
|
10.4
|
|
|
Amendment No. 2 dated February 28, 2013 to Synovus Financial Corp. 2011 Director Stock Purchase, incorporated by reference to Exhibit 10.6 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC on March 1, 2013. *
|
|
|
|
|
10.5
|
|
|
Synovus Financial Corp. 2011 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.1 of Synovus' Registration Statement on Form S-8 (Registration No. 333-174265), as filed with the SEC on May 17, 2011.*
|
|
|
|
|
10.6
|
|
|
Synovus Financial Corp. 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.4 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 21, 2002.*
|
|
|
|
|
10.7
|
|
|
Amended and Restated Synovus Financial Corp. Directors' Deferred Compensation Plan, incorporated by reference to Exhibit 10.2 of Synovus' Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, as filed with the SEC on August 8, 2008.*
|
|
|
|
|
10.8
|
|
|
Synovus Financial Corp. Executive Salary Contribution Death Benefit Plan, incorporated by reference to Exhibit 10.1 of Synovus' Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as filed with the SEC on August 10, 2009.*
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
||
10.9
|
|
|
Third Amended and Restated Synovus Financial Corp. Deferred Compensation Plan, incorporated by reference to Exhibit 10.15 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC on March 1, 2013.*
|
|
|
||
10.10
|
|
|
Form of Change of Control Agreement for executive officers, incorporated by reference to Exhibit 10.1 of Synovus' Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, as filed with the SEC on August 8, 2008.*
|
|
|
||
10.11
|
|
|
Form of Change of Control Agreement for executive officers, incorporated by reference to Exhibit 10.17 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC on February 28, 2014.*
|
|
|
||
10.12
|
|
|
Riverside Bank Amended and Restated Salary Continuation Agreement adopted as of June 1, 2005 by and between Riverside Bank and Kessel D. Stelling, incorporated by reference to Exhibit 10.17 of Synovus' Annual Report on Form 10-K for the period ended December 31, 2011, as filed with the SEC on February 29, 2012.*
|
|
|
||
10.13
|
|
|
Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated April 25, 2007, as filed with the SEC on April 25, 2007.*
|
|
|
|
|
10.14
|
|
|
Amendment No. 1 to the Synovus Financial Corp. 2007 Omnibus Plan dated February 9, 2017.*
|
|
|
|
|
10.15
|
|
|
Form of Revised Stock Option Agreement for stock option awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated January 29, 2008, as filed with the SEC on January 29, 2008.*
|
|
|
|
|
10.16
|
|
|
Form of Retention Stock Option Agreement for retention stock option awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated January 29, 2008, as filed with the SEC on January 29, 2008.*
|
|
|
|
|
10.17
|
|
|
Form of Restricted Stock Option Agreement for 2010 stock option awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated January 29, 2010, as filed with the SEC on January 29, 2010.*
|
|
|
|
|
10.18
|
|
|
Synovus Financial Corp. 2013 Omnibus Plan.*
|
|
|
|
|
10.19
|
|
|
Amendment No. 1 to the Synovus Financial Corp. 2013 Omnibus Plan dated February 9, 2017.*
|
|
|
|
|
10.20
|
|
|
Form of Market Restricted Stock Unit Agreement for market restricted stock awards under the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated December 11, 2013, as filed with the SEC on December 13, 2013.*
|
|
|
|
|
10.21
|
|
|
Form of Performance Stock Unit Agreement for performance-based restricted stock awards under the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated January 22, 2014, as filed with the SEC on January 24, 2014.*
|
|
|
|
|
10.22
|
|
|
Form of 2014 Market Restricted Stock Unit Agreement for market restricted stock awards under the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.3 of Synovus' Current Report on Form 8-K dated January 22, 2014, as filed with the SEC on January 24, 2014.*
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
||
10.23
|
|
|
Form of Restricted Stock Unit Agreement for the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.2 to Synovus' Current Report on Form 8-K dated June 18, 2013, as filed with the SEC on June 20, 2013.*
|
|
|
||
10.24
|
|
|
Form of Stock Option Agreement for the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.3 to Synovus' Current Report on Form 8-K dated June 18, 2013, as filed with the SEC on June 20, 2013.*
|
|
|
||
10.25
|
|
|
Form of Director Restricted Stock Unit Agreement for the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.1 to Synovus' Current Report on Form 8-K dated June 18, 2013, as filed with the SEC on June 20, 2013.*
|
|
|
||
10.26
|
|
|
Form of Indemnification Agreement for directors and executive officers of Synovus, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated July 26, 2007, as filed with the SEC on July 26, 2007.*
|
|
|
||
10.27
|
|
|
Summary of Annual Base Salaries of Synovus' Named Executive Officers.*
|
|
|
||
10.28
|
|
|
Summary of Board of Directors Compensation, incorporated by reference to Exhibit 10.1 of Synovus' Quarterly Report on Form 10-Q for the period ended March 31, 2016, as filed with the SEC on May 5, 2016.*
|
|
|
|
|
10.29
|
|
|
First Amendment to the Bank of North Georgia Amended and Restated Salary Continuation Agreement dated September 10, 2007, effective as of January 1, 2005, by and between Bank of North Georgia, as successor in interest to Riverside Bank, and Kessel D. Stelling, Jr., incorporated by reference to Exhibit 10.37 of Synovus' Current Report on Form 10-K for the period ended December 31, 2011, as filed with the SEC on February 29, 2012.*
|
|
|
|
|
10.30
|
|
|
Riverside Bank Split Dollar Agreement dated December 23, 1999, by and between Riverside Bank and Kessel D. Stelling, Jr., incorporated by reference to Exhibit 10.38 of Synovus' Current Report on Form 10-K for the period ended December 31, 2011, as filed with the SEC on February 29, 2012.*
|
|
|
|
|
10.31
|
|
|
Form of Non-Employee Director Restricted Stock Unit Award Agreement under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Quarterly Report on Form 10-Q for the period ended March 31, 2012, as filed with the SEC on May 10, 2012.*
|
|
|
|
|
10.32
|
|
|
Synovus Financial Corp. Clawback Policy, incorporated by reference to Exhibit 10.44 of Synovus' Annual Report on Form 10-K for the period ended December 31, 2013, as filed with the SEC on February 28, 2014.*
|
|
|
|
|
10.33
|
|
|
Form of Revised Performance Stock Unit Agreement for performance-based restricted stock awards under the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated February 11, 2016, as filed with the SEC on February 18, 2016.*
|
|
|
|
|
10.34
|
|
|
Form of Revised Market Restricted Stock Unit Agreement for market restricted stock awards under the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated February 11, 2016, as filed with the SEC on February 18, 2016.*
|
|
|
|
|
12.1
|
|
|
Ratio of Earnings to Fixed Charges.
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
14
|
|
|
Code of Business Conduct and Ethics, incorporated by reference to Exhibit 99.1 of Synovus' Current Report of Form 8-K dated October 24, 2014, as filed with the SEC on October 24, 2014.
|
|
|
|
|
21.1
|
|
|
Subsidiaries of Synovus Financial Corp.
|
|
|
|
|
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
||
24.1
|
|
|
Powers of Attorney contained on the signature pages of this 2016 Annual Report on Form 10-K and incorporated herein by reference.
|
|
|
||
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101
|
|
|
Interactive Data File
|
|
|
|
*
|
Indicates management contracts and compensatory plans and arrangements.
|
|
|
SYNOVUS FINANCIAL CORP.
|
||
|
|
|
|
|
Date:
|
February 27, 2017
|
By:
|
|
/s/ Kessel D. Stelling
|
|
|
|
|
Kessel D. Stelling
|
|
|
|
|
Chairman of the Board, President and Chief Executive Officer
(Duly Authorized Officer and Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Kessel D. Stelling
|
|
Chairman of the Board, President,
Chief Executive Officer and Director
|
|
February 27, 2017
|
Kessel D. Stelling
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ Kevin S. Blair
|
|
Executive Vice President and
Chief Financial Officer
|
|
February 27, 2017
|
Kevin S. Blair
|
|
(Principal Financial Officer)
|
|
|
|
|
|
||
/s/ Liliana C. McDaniel
|
|
Chief Accounting Officer
|
|
February 27, 2017
|
Liliana C. McDaniel
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
||
/s/ Catherine A. Allen
|
|
Director
|
|
February 27, 2017
|
Catherine A. Allen
|
|
|
|
|
|
|
|
||
/s/ Tim E. Bentsen
|
|
Director
|
|
February 27, 2017
|
Tim E. Bentsen
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
February 27, 2017
|
F. Dixon Brooke, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Stephen T. Butler
|
|
Director
|
|
February 27, 2017
|
Stephen T. Butler
|
|
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Elizabeth W. Camp
|
|
Director
|
|
February 27, 2017
|
Elizabeth W. Camp
|
|
|
|
|
|
|
|
|
|
/s/ T. Michael Goodrich
|
|
Director
|
|
February 27, 2017
|
T. Michael Goodrich
|
|
|
|
|
|
|
|
||
/s/ Jerry W. Nix
|
|
Director
|
|
February 27, 2017
|
Jerry W. Nix
|
|
|
|
|
|
|
|
||
/s/ Harris Pastides
|
|
Director
|
|
February 27, 2017
|
Harris Pastides
|
|
|
|
|
|
|
|
|
|
/s/ Joseph J. Prochaska, Jr.
|
|
Director
|
|
February 27, 2017
|
Joseph J. Prochaska, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Melvin T. Stith
|
|
Director
|
|
February 27, 2017
|
Melvin T. Stith
|
|
|
|
|
|
|
|
||
/s/ Barry L. Storey
|
|
Director
|
|
February 27, 2017
|
Barry L. Storey
|
|
|
|
|
|
|
|
||
/s/ Philip W. Tomlinson
|
|
Director
|
|
February 27, 2017
|
Philip W. Tomlinson
|
|
|
|
|
|
|
|
|
|
SYNOVUS FINANCIAL CORP.
|
|
By:
|
/s/ Kevin S. Blair
|
Name: Kevin S. Blair
|
|
Title: Executive Vice President and
Chief Financial Officer
|
Article 1.
|
Establishment, Purpose, and Duration
|
1.1
|
Establishment.
Synovus Financial Corp. (hereinafter referred to as the “Company”) hereby establishes an incentive compensation plan to be known as Synovus Financial Corp. 2013 Omnibus Plan (hereinafter referred to as the “Plan”), as set forth in this document.
|
1.2
|
Purpose of the Plan.
The purpose of the Plan is to advance the interests of the Company and its shareholders through Awards that give Employees and Directors a personal stake in the Company’s growth, development and financial success. Awards under the Plan will motivate Employees and Directors to devote their best efforts to the business of the Company. They will also help the Company attract and retain the services of Employees and Directors who are in a position to make significant contributions to the Company’s future success.
|
1.3
|
Duration of the Plan.
Unless sooner terminated as provided herein, the Plan shall terminate ten (10) years from the Effective Date or, if the shareholders approve an amendment to the Plan that increases the number of Shares subject to the Plan, the tenth (10th) anniversary of the date of such approval. After the Plan’s termination, no new Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions, including the terms and conditions of the Plan. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten (10) years after the earlier of: (a) the date the Plan is adopted by the Board, or (b) the Effective Date.
|
1.4
|
No More Grants Under Prior Plan.
After the Effective Date, no more grants will be made under the Prior Plan.
|
Article 2.
|
Definitions
|
2.1
|
“Affiliate”
shall mean any corporation or other entity (including, but not limited to, a partnership or a limited liability company) that is affiliated with the Company through stock or equity ownership or otherwise, and is designated as an Affiliate for purposes of this Plan by the Committee.
|
2.2
|
“Annual Award Limit”
or
“Annual Award Limits”
have the meaning set forth in Section 4.3.
|
2.3
|
“Award”
means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Covered Employee annual incentive awards, Cash-Based Awards, or Other Stock-Based Awards, in each case subject to the terms of this Plan.
|
2.4
|
“Award Agreement”
means either: (a) a written agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, Internet, or other nonpaper Award Agreements, and the use of electronic, Internet, or other nonpaper means for the acceptance thereof and actions thereunder by a Participant, and the use of electronic, Internet, or other nonpaper means for the acceptance thereof and actions thereunder by a Participant.
|
2.5
|
“Beneficial Owner”
or
“Beneficial Ownership”
shall have the meaning ascribed to such terms in Rule 13d-3 promulgated under the Exchange Act.
|
2.6
|
“Board”
or
“Board of Directors”
means the Board of Directors of the Company.
|
2.7
|
“Cash-Based Award”
means an Award, denominated in cash, granted to a Participant as described in Article 10.
|
2.8
|
“Change of Control”
means any of the following events: (a) the acquisition by any “person,” as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than the Company or a subsidiary or any Company employee benefit plan (including its trustee)), of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total number of shares of the Company’s then outstanding securities; (b) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a
|
2.9
|
“Code”
means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.
|
2.10
|
“Committee”
means the Compensation Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time and shall serve at the discretion of the Board. If the Committee does not exist or cannot function for any reason, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.
|
2.11
|
“Company”
means Synovus Financial Corp., a Georgia corporation, and any successor thereto as provided in Article 19 herein.
|
2.12
|
“Covered Employee”
means any key Employee who is or may become a “Covered Employee,” as defined in Code Section 162(m), and who is designated, either as an individual Employee or class of Employees, by the Committee within the shorter of: (a) ninety (90) days after the beginning of the Performance Period, or (b) twenty-five percent (25%) of the Performance Period has elapsed, as a “Covered Employee” under this Plan for such applicable Performance Period.
|
2.13
|
“Director”
means any individual who is a member of the Board of Directors of the Company.
|
2.14
|
“Effective Date”
has the meaning set forth in Section 1.1.
|
2.15
|
“Employee”
means any individual designated as an employee of the Company, its Affiliates, and/or its Subsidiaries on the payroll records thereof. An Employee shall not include any individual during any period he or she is classified or treated by the Company, Affiliate, and/or Subsidiary as an independent contractor, a consultant, or any employee of an employment, consulting, or temporary agency or any other entity other than the Company, Affiliate, and/or Subsidiary, without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively reclassified as, a common-law employee of the Company, Affiliate, and/or Subsidiary during such period.
|
2.16
|
“Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.
|
2.17
|
“Fair Market Value”
or
“FMV”
means a price that is based on the closing price of a Share reported on the New York Stock Exchange (“NYSE”) or other established stock exchange (or exchanges) on the applicable date, or an average of trading days, as determined by the Committee in its discretion. Unless the Committee determines otherwise, Fair Market Value shall be deemed to be equal to the reported closing price of a Share on the most recent date on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate.
|
2.18
|
“Full-Value Award”
means an Award other than in the form of an ISO, NQSO, or SAR, and which is settled by the issuance of Shares.
|
2.19
|
“Grant Price”
means the price established at the time of grant of a SAR pursuant to Article 7, used to determine whether there is any payment due upon exercise of the SAR.
|
2.20
|
“Incentive Stock Option”
or
“ISO”
means an Option to purchase Shares granted under Article 6 to an Employee and that is designated as an Incentive Stock Option that is intended to meet the requirements of Code Section 422 or any successor provision.
|
2.21
|
“Independent Directors”
means those members of the Board who qualify at any given time as (a) an “independent” director under the applicable rules of the NYSE, (b) a “non-employee” director under Rule 16b-3 of the Exchange Act, and (c) an “outside” director under Section 162(m) of the Code.
|
2.22
|
“Insider”
shall mean an individual who is, on the relevant date, an executive officer or Director of the Company, or a more than ten percent (10%) Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act.
|
2.23
|
“Nonemployee Director”
means a Director who is not an Employee.
|
2.24
|
“Nonemployee Director Award”
means any NQSO, SAR, or Full-Value Award granted, whether singly, in combination, or in tandem, to a Participant who is a Nonemployee Director pursuant to such applicable terms, conditions, and limitations as the Board or Committee may establish in accordance with this Plan.
|
2.25
|
“Nonqualified Stock Option”
or “
NQSO
” means an Option that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements.
|
2.26
|
“Option”
means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6.
|
2.27
|
“Option Price”
means the price at which a Share may be purchased by a Participant pursuant to an Option.
|
2.28
|
“Other Stock-Based Award”
means an equity-based or equity-related Award not otherwise described by the terms of this Plan, granted pursuant to Article 10.
|
2.29
|
“Participant”
means any eligible individual as set forth in Article 5 to whom an Award is granted.
|
2.30
|
“Performance-Based Compensation”
with respect to Covered Employees, means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for certain performance-based compensation. Notwithstanding the foregoing, nothing in this Plan shall be construed to mean that an Award which does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not constitute performance-based compensation for other purposes, including Code Section 409A.
|
2.31
|
“Performance Measures”
means measures as described in Article 12 on which the performance goals are based and which are approved by the Company’s shareholders pursuant to this Plan in order to qualify Awards as Performance-Based Compensation.
|
2.32
|
“Performance Period”
means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.
|
2.33
|
“Performance Share”
means an Award under Article 9 herein and subject to the terms of this Plan, denominated in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.
|
2.34
|
“Performance Unit”
means an Award under Article 9 herein and subject to the terms of this Plan, denominated in units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.
|
2.35
|
“Period of Restriction”
means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Article 8.
|
2.36
|
“Person”
shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
|
2.37
|
“Plan”
means the Synovus Financial Corp. 2013 Omnibus Plan.
|
2.38
|
“Plan Year”
means the calendar year.
|
2.39
|
“Prior Plan”
means the Synovus Financial Corp. 2007 Omnibus Plan.
|
2.40
|
“Restricted Stock”
means an Award of Shares granted to a Participant pursuant to Article 8.
|
2.41
|
“Restricted Stock Unit”
means an Award granted to a Participant pursuant to Article 8, except no Shares are actually awarded to the Participant on the date of grant.
|
2.42
|
“Share”
means a share of common stock of the Company, par value $1.00 per share.
|
2.43
|
“Share Authorization”
means the maximum number of Shares available for issuance to Participants under this Plan as set forth in Article 4.
|
2.44
|
“Stock Appreciation Right”
or
“SAR”
means an Award, designated as a SAR, pursuant to the terms of Article 7 herein.
|
2.45
|
“
Subsidiary
” means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.
|
Article 3.
|
Administration
|
3.1
|
General.
The Plan shall be administered by the Committee, subject to this Article 3 and the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents, and other individuals or entities, any of which may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee shall be final and binding on the Participants, the Company, and all other interested individuals.
|
3.2
|
Authority of the Committee.
The Committee is authorized and empowered to administer the Plan and, subject to the provisions of the Plan, shall have full power to (i) designate Employees and Directors to be recipients of Awards; (ii) determine the type and size of Awards; (iii) determine the terms and conditions of Awards; (iv) certify satisfaction of performance goals for purposes of satisfying the requirements of Code Section 162(m); (v) construe and interpret the terms of the Plan and any Award Agreement or other instrument entered into under the Plan; (vi) establish, amend, or waive rules and regulations for the Plan’s administration; (vii) subject to the provisions of Section 4.4.,
|
3.3
|
Delegation.
To the extent permitted by law and applicable rules of a stock exchange, the Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate Employees to be recipients of Awards; and (b) determine the type and size of any such Awards; provided, however: (i) the authority to make Awards to any Nonemployee Director or to any Employee who is considered an Insider may not be delegated; (ii) the resolution providing such authorization shall set forth the total number of Shares and Awards such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated.
|
Article 4.
|
Shares Subject to This Plan and Maximum Awards
|
4.1
|
Number of Shares Available for Awards.
|
(a)
|
Subject to adjustment as provided in Section 4.4 herein, the maximum number of Shares available for issuance to Participants under this Plan (the “Share Authorization”) shall be:
|
(i)
|
60,000,000 Shares, plus
|
(ii)
|
The number of Shares subject to outstanding awards under the Prior Plan as of the Effective Date, that, after the Effective Date, cease to be outstanding other than by reason of their having been exercised for, or settled in, vested and nonforfeitable Shares.
|
(b)
|
The maximum number of Shares of the Share Authorization that may be issued pursuant to ISOs under this Plan shall be 60,000,000.
|
(c)
|
Subject to adjustment in Section 4.4, no Nonemployee Director may be granted an Award covering more than 50,000 Shares in any Plan Year, except that this annual limit on Nonemployee Director Awards shall be increased to 250,000 Shares for any Nonemployee Director serving as Chairman of the Board; provided, however, that in the Plan Year in which an individual is first appointed or elected to the Board as a Nonemployee Director, such individual may be granted an Award covering up to an additional 250,000 Shares.
|
4.2
|
Share Usage.
Shares covered by an Award shall only be counted as used to the extent they are actually issued. Any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for grant under this Plan and shall not count against the Share Authorization. However, the full number of Stock Appreciation Rights granted that are to be settled by the issuance of Shares shall be counted against the number of Shares available for award under the Plan, regardless of the number of Shares actually issued upon settlement of such Stock Appreciation Rights. Further, any Shares withheld to satisfy tax withholding obligations on Awards issued under the Plan, Shares tendered to pay the Option Price of Options, and Shares repurchased on the open market with the proceeds of an Option exercise will no longer be eligible to be returned as available Shares under the Plan. The Shares available for issuance under this Plan may be authorized and unissued Shares or treasury Shares.
|
4.3
|
Annual Award Limits.
The following limits (each an “Annual Award Limit” and, collectively, “Annual Award Limits”) shall apply to grants of such Awards under this Plan (subject to adjustment as provided in Section 4.4):
|
(a)
|
Options:
The maximum aggregate number of Shares subject to Options granted in any one Plan Year to any one Participant shall be 5,000,000.
|
(b)
|
SARs:
The maximum number of Shares subject to Stock Appreciation Rights granted in any one Plan Year to any one Participant shall be 5,000,000.
|
(c)
|
Restricted Stock or Restricted Stock Units:
The maximum aggregate grant with respect to Awards of Restricted Stock or Restricted Stock Units in any one Plan Year to any one Participant shall be 2,500,000.
|
(d)
|
Performance Units or Performance Shares
: The maximum aggregate Award of Performance Units or Performance Shares that a Participant may receive in any one Plan Year shall be 2,500,000 Shares if such Award is payable in Shares, or equal to the value of 1,000,000 Shares if such Award is payable in cash or property other than Shares, determined as of the award grant date.
|
(e)
|
Cash-Based Awards:
The maximum aggregate amount awarded or credited with respect to Cash-Based Awards to any one Participant in any one Plan Year may not exceed $2,500,000.00.
|
(f)
|
Other Stock-Based Awards.
The maximum aggregate grant with respect to Other Stock-Based Awards pursuant to Section 10.2 in any one Plan Year to any one Participant shall be 2,500,000 Shares.
|
4.4
|
Adjustments in Authorized Shares.
In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in-kind, or other like change in capital structure, number of outstanding Shares or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall substitute or adjust the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding
|
4.5
|
Minimum Vesting Requirements.
Except with respect to a maximum of five percent (5%) of the Share Authorization, any Full-Value Awards which vest on the basis of an Employee’s continued employment with or provision of service to the Company shall not provide for vesting which is any more rapid than annual pro rata vesting over a three (3) year period and any Full-Value Awards which vest upon the attainment of performance goals shall provide for a Performance Period of at least twelve (12) months.
|
Article 5.
|
Eligibility and Participation
|
5.1
|
Eligibility.
Individuals eligible to participate in this Plan include all Employees and Directors and any non-employee advisory directors of the Company or a Subsidiary.
|
5.2
|
Actual Participation.
Subject to the provisions of this Plan, the Committee may, from time to time in its sole discretion, select from the individuals eligible to participate, those to whom Awards shall be granted.
|
Article 6.
|
Stock Options
|
6.1
|
Grant of Options.
Subject to the terms and provisions of this Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion, provided that ISOs may be granted only to eligible Employees of the Company or of any parent or subsidiary corporation (as permitted under Code Sections 422 and 424). However, an Employee who is employed by an Affiliate and/or Subsidiary and is subject to Code Section 409A may only be granted Options to the extent the Affiliate and/or Subsidiary is part of the Company’s consolidated group for United States federal tax purposes.
|
6.2
|
Award Agreement.
Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and such other provisions as the Committee shall determine which are not inconsistent with the terms of this Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO.
|
6.3
|
Option Price.
The Option Price for each grant of an Option under this Plan shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement; provided, however, the Option Price must be at least equal to one hundred percent (100%) of the FMV of the Shares as determined on the date of grant.
|
6.4
|
Term of Options.
Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, no Option shall be exercisable later than the tenth (10th) anniversary date of its grant.
|
6.5
|
Exercise of Options.
Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.
|
6.6
|
Payment.
A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The Option Price of any Option shall be payable to the Company in full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price; (c) by a cashless (broker-assisted) exercise; (d) by having the Company withhold Shares having a Fair Market Value on the date of exercise equal to the Option Price; (e) by a combination of (a), (b), (c) and/or (d); or (f) any other method approved or accepted by the Committee in its sole discretion.
|
6.7
|
Restrictions on Share Transferability.
The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, or under any blue sky or state securities laws applicable to such Shares.
|
6.8
|
Termination of Employment/Service.
Each Participant’s Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to this Article 6, and may reflect distinctions based on the reasons for termination.
|
6.9
|
No Deferral Feature.
No Option shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option.
|
6.10
|
No Dividend Equivalents.
No Option shall provide for dividend equivalents.
|
Article 7.
|
Stock Appreciation Rights
|
7.1
|
Grant of SARs.
Subject to the terms and conditions of this Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee. However, an Employee who is employed by an Affiliate and/or Subsidiary and is subject to Code Section 409A may only be granted SARs to the extent the Affiliate and/or Subsidiary is part of the Company’s consolidated group for United States federal tax purposes.
|
7.2
|
SAR Agreement.
Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term of the SAR, and such other provisions as the Committee shall determine.
|
7.3
|
Term of SAR.
The term of a SAR granted under this Plan shall be determined by the Committee, in its sole discretion, and except as determined otherwise by the Committee and specified in the SAR Award Agreement, no SAR shall be exercisable later than the tenth (10th) anniversary date of its grant.
|
7.4
|
Exercise of SARs.
SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes.
|
7.5
|
Settlement of SAR Amount.
Upon the exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:
|
(a)
|
The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by
|
(b)
|
The number of Shares with respect to which the SAR is exercised.
|
7.6
|
Termination of Employment/Service.
Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with Participants, need not be uniform among all SARs issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
|
7.7
|
Other Restrictions.
The Committee shall impose such other conditions and/or restrictions on any Shares received upon exercise of a SAR granted pursuant to this Plan as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the Participant hold the Shares received upon exercise of a SAR for a specified period of time.
|
7.8
|
No Deferral Feature.
No SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the SAR.
|
7.9
|
No Dividend Equivalents.
No SAR shall provide for dividend equivalents.
|
Article 8.
|
Restricted Stock and Restricted Stock Units
|
8.1
|
Grant of Restricted Stock or Restricted Stock Units.
Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine.
|
8.2
|
Restricted Stock or Restricted Stock Unit Agreement.
Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine.
|
8.3
|
Other Restrictions.
The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or Restricted Stock Units.
|
8.4
|
Certificate Legend.
In addition to any legends placed on certificates pursuant to Section 8.3, each certificate representing Shares of Restricted Stock granted pursuant to this Plan may bear a legend such as the following or as otherwise determined by the Committee in its sole discretion:
|
8.5
|
Voting Rights.
Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.
|
8.6
|
Termination of Employment/Service.
Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Restricted Stock and/or Restricted Stock Units following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock or Restricted Stock Units issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
|
8.7
|
Section 83(b) Election.
The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Code Section 83(b). If a Participant makes an election pursuant to Code Section 83(b) concerning a Restricted Stock Award, the Participant shall be required to file promptly a copy of such election with the Company.
|
Article 9.
|
Performance Units/Performance Shares
|
9.1
|
Grant of Performance Units/Performance Shares.
Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Performance Units and/or Performance Shares to Participants in such amounts and upon such terms as the Committee shall determine.
|
9.2
|
Value of Performance Units/Performance Shares.
Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance Units/Performance Shares that will be paid out to the Participant.
|
9.3
|
Earning of Performance Units/Performance Shares.
Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units/Performance Shares shall be entitled to receive payout on the value and number of Performance Units/Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.
|
9.4
|
Form and Timing of Payment of Performance Units/Performance Shares.
Payment of earned Performance Units/Performance Shares shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Units/Performance Shares in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Units/Performance Shares at the close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.
|
9.5
|
Termination of Employment/Service.
Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Units and/or Performance Shares following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the
|
Article 10.
|
Cash-Based Awards and Other Stock-Based Awards
|
10.1
|
Grant of Cash-Based Awards.
Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms as the Committee may determine.
|
10.2
|
Other Stock-Based Awards.
The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions as the Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares, and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.
|
10.3
|
Value of Cash-Based and Other Stock-Based Awards.
Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may establish performance goals in its discretion. If the Committee exercises its discretion to establish performance goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are met.
|
10.4
|
Payment of Cash-Based Awards and Other Stock-Based Awards.
Payment, if any, with respect to a Cash-Based Award or any Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash or Shares as the Committee determines.
|
10.5
|
T
ermination of Employment/Service.
The Committee shall determine the extent to which the Participant shall have the right to receive Cash-Based Awards or Other Stock-Based Awards following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Awards of Cash-Based Awards or Other Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.
|
Article 11.
|
Transferability of Awards
|
11.1
|
Transferability.
Except as provided in Section 11.2 below, (i) during a Participant’s lifetime, his or her Awards shall be exercisable only by the Participant, and (ii) Awards shall not be transferable other than by will or the laws of descent and distribution; no Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind; and any purported transfer in violation hereof shall be null and void. The Committee may establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable or Shares deliverable in the event of, or following, the Participant’s death may be provided.
|
11.2
|
Committee Action.
The Committee may, in its discretion, determine that notwithstanding Section 11.1, any or all Awards (other than ISOs) shall be transferable to and exercisable by such transferees, and subject to such terms and conditions, as the Committee may deem appropriate; provided, however, no Award may be transferred for value (as defined in the General Instructions to Form S-8).
|
Article 12.
|
Performance Measures
|
12.1
|
Performance Measures.
The performance goals upon which the payment or vesting of an Award to a Covered Employee that is intended to qualify as Performance-Based Compensation shall be limited to the following Performance Measures:
|
(a)
|
Net earnings or net income, before or after taxes (including, but not limited to, net income, net income available to common shareholders, and income before taxes);
|
(b)
|
Earnings before or after taxes, interest, depreciation and/or amortization;
|
(c)
|
Earnings per share or earnings per diluted common share;
|
(d)
|
Revenue growth;
|
(e)
|
Net operating profit;
|
(f)
|
Pre-tax, pre-credit costs income;
|
(g)
|
Net interest margin;
|
(h)
|
Return measures (including, but not limited to, return on average assets, capital, invested capital, or average equity);
|
(i)
|
Cash flow (including, but not limited to, operating cash flow, free cash flow, cash generation, cash flow return on equity, and cash flow return on investment);
|
(j)
|
Gross or operating margins;
|
(k)
|
Productivity ratios (including, but not limited to, efficiency ratio);
|
(l)
|
Capital ratios;
|
(m)
|
Liquidity ratios;
|
(n)
|
Share price (including, but not limited to, growth measures and total shareholder return);
|
(o)
|
Expense targets;
|
(p)
|
Margins;
|
(q)
|
Operating efficiency;
|
(r)
|
Market share (including, but not limited to, deposit market share or loan market share);
|
(s)
|
Loan and/or deposit growth;
|
(t)
|
Customer satisfaction;
|
(u)
|
Unit volume;
|
(v)
|
Working capital targets and change in working capital;
|
(w)
|
Economic value added or EVA® (net operating profit after tax minus the sum of capital multiplied by the cost of capital);
|
(x)
|
Asset growth;
|
(y)
|
Non-interest expense as a percentage of total expense;
|
(z)
|
Loan charge-offs as a percentage of total loans;
|
(aa)
|
Risk and asset quality measures (including, but not limited to, net charge-off ratio, non-performing assets ratio, and classified assets ratio);
|
(bb)
|
Regulatory compliance; and
|
(cc)
|
Successful negotiation or renewal of contracts with new or existing customers or new or existing service providers.
|
12.2
|
Evaluation of Performance.
The Committee may provide in any such Award, at the time the performance goals are established, that any evaluation of achievement of Performance Measures shall exclude or otherwise objectively adjust for any specified circumstance or events that occurs during a Performance Period, including by way of example but without limitation the following: (a) asset write-downs or impairment charges, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary items as described in then-current accounting principles and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year, and (f) acquisitions or divestitures. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility (unless the Committee exercises its discretion pursuant to Section 12.4 that such Award not satisfy the requirement of Section 162(m) of the Code).
|
12.3
|
Adjustment of Performance-Based Compensation.
Awards that are intended to qualify as Performance-Based Compensation (other than a market-priced Option or SAR) shall be earned, vested and payable (as applicable) only upon the achievement of performance goals established by the Committee based upon one or more of the Performance Measures specified in this Article 12, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate; provided, however, that the Committee may provide, either in connection with the grant thereof or by amendment thereafter, that achievement of such performance
|
12.4
|
Committee Discretion.
In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section 12.1.
|
12.5
|
Award Limits.
Section 4.3 sets forth (i) the maximum number of Shares that may be granted in any one Plan Year to any one Participant in designated forms of stock-based Awards, and (ii) the maximum aggregate dollar amount that may be paid with respect to Cash-Based Awards under the Plan to any one Participant in any one Plan Year.
|
Article 13.
|
Nonemployee Director Awards
|
Article 14.
|
Dividends and Dividend Equivalents
|
Article 15.
|
Change of Control
|
Article 16.
|
Rights of Participants
|
16.1
|
Employment/Service.
Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, its Affiliates, and/or its Subsidiaries to terminate any Participant’s employment or service on the Board or to the Company at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his employment or service as a Director for any specified period of time.
|
16.2
|
Participation.
No individual shall have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected to receive a future Award.
|
16.3
|
Rights as a Shareholder.
Except as otherwise provided herein or in any Award Agreement, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.
|
Article 17.
|
Amendment, Modification, Suspension, and Termination
|
17.1
|
Amendment, Modification, Suspension, and Termination.
Subject to Section 17.3, the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate this Plan and any Award Agreement in whole or in part; provided, however, that without the prior approval of the Company’s shareholders and except as provided in Section 4.4, (i) the Option Price or Grant Price of an Option or SAR, respectively, may not be reduced, directly or indirectly, (ii) an Option or SAR may not be cancelled in exchange for cash, other Awards, or Options or SARs with an Option Price or Grant Price, respectively, that is less than the Option Price or Grant Price of the original Option or SAR, respectively, or otherwise, and (iii) the Company may not repurchase an Option or SAR for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Option or SAR is lower than the Option Price per share of the Option or Grant Price of the SAR. In addition, no material amendment of this Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule.
|
17.2
|
Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.
The Committee shall make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events, other than those described in Section 4.4 hereof, affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. The Committee shall determine any adjustment (a) consistent with the intent that an Award which is Performance Based Compensation qualify for the performance-based compensation exception under Section 162(m) of the Code (unless the Committee exercises its discretion pursuant to Section 12.4 that such Award not satisfy the requirements of Section 162(m) of the Code), and (b) after taking into account, to the extent applicable, the provisions of the Code applicable to Incentive Stock Options and the provisions of Section 409A of the Code. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan.
|
17.3
|
Awards Previously Granted.
Notwithstanding any other provision of this Plan to the contrary (other than Section 17.4), no termination, amendment, suspension, or modification of this Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under this Plan, without the written consent of the Participant holding such Award.
|
17.4
|
Amendment to Conform to Law.
Notwithstanding any other provision of this Plan to the contrary, the Board of Directors may amend the Plan or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or an Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder.
|
Article 18.
|
Withholding
|
18.1
|
Tax Withholding.
The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.
|
18.2
|
Share Withholding.
With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted hereunder, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All such elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
|
Article 19.
|
Successors
|
Article 20.
|
General Provisions
|
20.1
|
Forfeiture Events.
|
(a)
|
Awards under the Plan shall be subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable by its terms to the Participant. In addition, the Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for cause, termination of the Participant’s provision of services to the Company, Affiliate, and/or Subsidiary, violation of material Company, Affiliate, and/or Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company, its Affiliates, and/or its Subsidiaries.
|
(b)
|
Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement) and the Committee, in its sole and exclusive discretion, may require that any Participant reimburse the Company all or part of the amount of any payment in settlement of any Award granted hereunder.
|
20.2
|
Legend.
The certificates for Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer of such Shares.
|
20.3
|
Gender and Number.
Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.
|
20.4
|
Severability.
In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
|
20.5
|
Requirements of Law.
The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies, the NYSE or other national securities exchanges as may be required.
|
20.6
|
Delivery of Title.
The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to:
|
(a)
|
Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and
|
(b)
|
Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.
|
20.7
|
Inability to Obtain Authority.
The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
|
20.8
|
Investment Representations.
The Committee may require any individual receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.
|
20.9
|
Employees Based Outside of the United States.
Notwithstanding any provision of this Plan to the contrary, in order to comply with the laws in other countries in which the Company, its Affiliates, and/or its Subsidiaries operate or have Employees or Directors, the Committee, in its sole discretion, shall have the power and authority to:
|
(a)
|
Determine which Affiliates and Subsidiaries shall be covered by this Plan.
|
(b)
|
Determine which Employees or Directors outside the United States are eligible to participate in this Plan.
|
(c)
|
Modify the terms and conditions of any Award granted to Employees or Directors outside the United States to comply with applicable foreign laws.
|
(d)
|
Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 20.9 by the Committee shall be attached to this Plan document as appendices.
|
(e)
|
Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.
|
20.10
|
Uncertificated Shares.
To the extent that this Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.
|
20.11
|
Unfunded Plan.
Participants shall have no right, title, or interest whatsoever in or to any investments that the Company and/or its Subsidiaries and/or its Affiliates may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other individual. To the extent that any individual acquires a right to receive payments from the Company, its Subsidiaries, and/or its Affiliates under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company, a Subsidiary, or an Affiliate, as the case may be. All payments to be made hereunder shall be paid from the general funds of the Company, a Subsidiary, or an Affiliate, as the case may be, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in this Plan.
|
20.12
|
No Fractional Shares.
No fractional Shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.
|
20.13
|
Retirement and Welfare Plans.
Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards, except pursuant to Covered Employee annual incentive awards, may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Subsidiary’s or Affiliate’s retirement plans (both qualified and nonqualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.
|
20.14
|
Code Section 409A.
|
(a)
|
It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Agreements shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.
|
(b)
|
Notwithstanding anything in the Plan or in any Award Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment) of such Non-Exempt Deferred Compensation would be effected, under the Plan or any Award Agreement by reason of the occurrence of a Change of Control, or the Participant’s disability or separation from service, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change of Control, disability or separation from service meet any description or definition of “change in control event,” “disability” or “separation from service,” as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Award upon a Change of Control, disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, or the application of a different form of payment of any amount or benefit, such payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event.
|
(c)
|
Notwithstanding anything in the Plan or in any Award Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Plan or any Award Agreement by reason of a participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes); (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this plan, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder; provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board or any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.
|
(d)
|
Whenever an Award conditions a payment or benefit on the Participant’s execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired within sixty (60) days after the date of termination of the Participant’s employment; failing which such payment or benefit shall be forfeited. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such 60-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to subsection (c) above, (i) if such 60-day period begins and ends in a single calendar year, the Company may make or commence payment at any time during such period at its discretion, and (ii) if such 60-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing and non-revocation of the release occur during the first such calendar year included within such 60-day period.
|
(e)
|
The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to Participants of deferred amounts, provided that such distribution(s) meets the requirements of Treas. Reg. Section 1.409A-3(j)(4).
|
20.15
|
Nonexclusivity of This Plan.
The adoption of this Plan shall not be construed as creating any limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant.
|
20.16
|
No Constraint on Corporate Action.
Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or a Subsidiary’s or an Affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (b) limit the right or power of the Company or a Subsidiary or an Affiliate to take any action which such entity deems to be necessary or appropriate.
|
20.17
|
Governing Law.
The Plan and each Award Agreement shall be governed by the laws of the State of Georgia, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under this Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Georgia to resolve any and all issues that may arise out of or relate to this Plan or any related Award Agreement.
|
20.18
|
Indemnification.
Subject to requirements of Georgia law, each individual who is or shall have been a member of the Board, or a committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by the Participant in connection with or resulting from any claim, action, suit, or proceeding to which the Participant may be a party or in which the Participant may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by the Participant in settlement thereof, with the Company’s approval, or paid by the Participant in satisfaction of any judgment in any such action, suit, or proceeding against the Participant, provided the Participant shall give the Company an opportunity, at its own expense, to handle and defend the same before the Participant undertakes to handle and defend it on the Participant’s own behalf, unless such loss, cost, liability, or expense is a result of the Participant’s own willful misconduct or except as expressly provided by statute.
|
20.19
|
Right of Offset.
The Company and its Affiliates shall have the right to offset against the obligations to make payment or issue any Shares to any Participant under the Plan any outstanding amounts (including travel and entertainment advance balances, loans, tax withholding amounts paid by the employer or amounts repayable to the Company or Affiliate pursuant to tax equalization, housing, automobile, or other employee programs) such Participant then owes to the company or Affiliate and any amounts the Committee otherwise deems appropriate pursuant to any Company or Affiliate policy or agreement.
|
SYNOVUS FINANCIAL CORP.
|
|
By:
|
/s/ Kevin S. Blair
|
Name: Kevin S. Blair
|
|
Title: Executive Vice President and
Chief Financial Officer
|
Name
|
Title
|
Base Salary
|
||
|
|
|
||
Kessel D. Stelling
|
Chairman, Chief Executive Officer and President
|
$
|
995,000
|
|
Kevin S. Blair
|
Executive Vice President and Chief Financial Officer
|
|
575,000
|
|
Allen J. Gula, Jr.
|
Executive Vice President and Chief Operations Officer
|
454,861
|
|
|
Thomas J. Prescott
|
Former Executive Vice President and Chief Financial Officer
|
443,930
|
|
|
Allan E. Kamensky
|
Executive Vice President, General Counsel and Secretary
|
437,091
|
|
|
Mark G. Holladay
|
Executive Vice President and Chief Risk Officer
|
371,581
|
|
|
|
|
Years Ended December 31,
|
|||||||||||||
(dollars in thousands)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||
Ratio 1 – Including Interest on Deposits
|
|
|
|
|
|
|
|
|
|
|||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|||||||
Income from continuing operations before income taxes
|
$
|
388,450
|
|
|
$
|
358,573
|
|
|
302,559
|
|
|
252,628
|
|
|
31,477
|
|
Fixed charges excluding preferred stock dividends and accretion
|
130,745
|
|
|
126,355
|
|
|
117,001
|
|
|
126,379
|
|
|
158,224
|
|
||
Total
|
519,195
|
|
|
484,928
|
|
|
419,560
|
|
|
379,007
|
|
|
189,701
|
|
||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|||||||
Interest on deposits
|
64,206
|
|
|
65,534
|
|
|
55,179
|
|
|
64,392
|
|
|
95,749
|
|
||
Interest on short-term borrowings
|
200
|
|
|
168
|
|
|
220
|
|
|
324
|
|
|
614
|
|
||
Interest on long-term debt
|
59,217
|
|
|
52,942
|
|
|
54,009
|
|
|
54,106
|
|
|
53,659
|
|
||
Portion of rents representative of the interest factor (1/3) of expense
|
7,121
|
|
|
7,711
|
|
|
7,593
|
|
|
7,557
|
|
|
8,202
|
|
||
Preferred stock dividends and accretion
|
10,238
|
|
|
10,238
|
|
|
10,238
|
|
|
40,830
|
|
|
58,704
|
|
||
Total fixed charges including preferred stock dividends and accretion
|
$
|
140,982
|
|
|
$
|
136,593
|
|
|
127,239
|
|
|
167,209
|
|
|
216,928
|
|
Ratio of earnings to fixed charges
|
3.68
|
x
|
|
3.55
|
x
|
|
3.30
|
x
|
|
2.27
|
x
|
|
0.87
|
x
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Ratio 2 – Excluding Interest on Deposits
|
|
|
|
|
|
|
|
|
|
|||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|||||||
Income from continuing operations before income taxes
|
$
|
388,450
|
|
|
$
|
358,573
|
|
|
302,559
|
|
|
252,628
|
|
|
31,477
|
|
Fixed charges excluding preferred stock dividends and accretion
|
66,539
|
|
|
60,821
|
|
|
61,822
|
|
|
61,987
|
|
|
62,475
|
|
||
Total
|
454,989
|
|
|
419,394
|
|
|
364,381
|
|
|
314,615
|
|
|
93,952
|
|
||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|||||||
Interest on short-term borrowings
|
200
|
|
|
168
|
|
|
220
|
|
|
324
|
|
|
614
|
|
||
Interest on long-term debt
|
59,217
|
|
|
52,942
|
|
|
54,009
|
|
|
54,106
|
|
|
53,659
|
|
||
Portion of rents representative of the interest factor (1/3) of expense
|
7,121
|
|
|
7,711
|
|
|
7,593
|
|
|
7,557
|
|
|
8,202
|
|
||
Preferred stock dividends and accretion
|
10,238
|
|
|
10,238
|
|
|
10,238
|
|
|
40,830
|
|
|
58,704
|
|
||
Total fixed charges including preferred stock dividends and accretion
|
$
|
76,776
|
|
|
$
|
71,059
|
|
|
72,060
|
|
|
102,817
|
|
|
121,179
|
|
Ratio of earnings to fixed charges
|
5.93
|
x
|
|
5.90
|
x
|
|
5.06
|
x
|
|
3.06
|
x
|
|
0.78
|
x
|
Ownership Percentage
|
Name
|
Place of Incorporation
|
|||
100%
|
Synovus Bank
|
Georgia
|
|||
|
100%
|
|
Synovus Trust Company, National Association
|
National
|
|
|
100%
|
|
Synovus Mortgage Corp.
|
Alabama
|
|
|
|
100% Synovus Title, LLC
|
Alabama
|
||
|
|
100% Synovus Title II, LLC
|
Georgia
|
||
|
50%
|
|
Sterling Place, L.L.C.
|
Alabama
|
|
|
100%
|
|
W.L. Properties, Inc.
|
Florida
|
|
|
100%
|
|
U.O.S. Properties, Inc.
|
Florida
|
|
|
40%
|
|
Orchid, LLC
|
Alabama
|
|
|
100%
|
|
The Summerton Inn, Inc.
|
South Carolina
|
|
|
100%
|
|
DAL LLC
|
Alabama
|
|
|
100%
|
|
KDC LLC
|
Alabama
|
|
|
100%
|
|
BOP Properties, Inc.
|
Florida
|
|
|
100%
|
|
Banana Bay Dock Owners’ Association, Inc.
|
Florida
|
|
|
100%
|
|
BNG Beltline, LLC
|
Georgia
|
|
|
100%
|
|
Synovus RP Holdings, LLC
|
Georgia
|
|
|
100%
|
|
Global Financial Distributors, Inc.
|
Georgia
|
|
|
100%
|
|
Global One Funding VII, LLC
|
Delaware
|
|
|
49.99%
|
|
Azalea Park Partners, LLP
|
Virginia
|
|
|
100%
|
|
CB&T Special Limited Partner, L.L.C.
|
Georgia
|
|
|
20%
|
|
West End Redevelopment Partnership, L.P.
|
Georgia
|
|
|
30%
|
|
Tuscaloosa Riverfront Development, LLC
|
Alabama
|
|
|
99.99%
|
|
CB&T Housing Fund Investor, L.L.C.
|
Georgia
|
|
|
|
99.99% Tall Pines Apartments, Ltd., (L.P.)
|
Alabama
|
||
|
|
99% Boston Capital Columbus Tax Credit Fund, A Limited Partnership
|
Massachusetts
|
||
|
|
99.99% New Northgate Village Development Company, L.P.
|
Georgia
|
||
|
99.99%
|
|
CB&T State Tax Credit Fund, L.L.C.
|
Georgia
|
|
|
|
0.01% Ashton Avalon, LP
|
Georgia
|
||
|
|
0.01% Baker Village Apartments I, LP
|
Georgia
|
||
|
100%
|
|
Synovus Equity Investments, Inc.
|
Georgia
|
|
|
|
100% Synovus Special Limited Partner, LLC
|
Georgia
|
||
|
100%
|
|
Synovus Callier Forest, LLC
|
Georgia
|
|
|
|
99.99% Callier Forest, L.P.
|
Alabama
|
||
|
100%
|
|
Synovus Union Hill, LLC
|
Georgia
|
|
|
|
99.99% Union Hill Apartments, L.P.
|
Alabama
|
||
|
100%
|
|
Synovus Pointe Apartments, LLC
|
Georgia
|
|
|
|
99.99% The Pointe Apartments, LTD
|
Alabama
|
||
|
100%
|
|
Synovus South Mall Apartments, LLC
|
Georgia
|
|
|
|
99.99% Summit South Mall Apartments, Ltd.
|
Alabama
|
||
|
100%
|
|
Synovus Aspenwood Square, LLC
|
Georgia
|
|
|
|
99.99% Aspenwood Square Apartments, LP
|
Alabama
|
||
|
100%
|
|
Synovus CAHEC CEF XXI, LLC
|
Georgia
|
|
|
5.07%
|
|
ST GA Fund I LLC
|
Georgia
|
|
5.6%
|
|
ST GA Fund III LLC
|
Georgia
|
|
100%
|
Synovus Securities, Inc.
|
Georgia
|
|||
100%
|
Broadway Asset Management, Inc.
|
Georgia
|
|||
100%
|
Banking Corporation of Florida Capital Trust
|
Delaware
|
|||
100%
|
Synovus Georgia State Tax Credit Fund, LLC
|
Georgia
|
|||
|
77
|
%
|
JT Tax Credits, LLC
|
Georgia
|
|
49.92%
|
TTP Fund II, L.P.
|
Georgia
|
|||
27%
|
GAA Real Estate Partners, L.P.
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2016
of Synovus Financial Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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February 27, 2017
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BY:
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/s/ Kessel D. Stelling
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|
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Kessel D. Stelling
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Chairman of the Board, President and Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2016
of Synovus Financial Corp.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 27, 2017
|
BY:
|
|
/s/ Kevin S. Blair
|
|
|
|
|
Kevin S. Blair
|
|
|
|
|
Chief Financial Officer
|
Date:
|
February 27, 2017
|
BY:
|
|
/s/ Kessel D. Stelling
|
|
|
|
|
Kessel D. Stelling
|
|
|
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
|
|
|
|
Date:
|
February 27, 2017
|
BY:
|
|
/s/ Kevin S. Blair
|
|
|
|
|
Kevin S. Blair
|
|
|
|
|
Chief Financial Officer
|