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
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $1.00 Par Value
|
SNV
|
New York Stock Exchange
|
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D
|
SNV - PrD
|
New York Stock Exchange
|
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E
|
SNV - PrE
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
|
|
|
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
Emerging growth company
|
☐
|
Incorporated Documents
|
Form 10-K Reference Locations
|
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held April 22, 2020 (“Proxy Statement”)
|
Part III
|
|
Page
|
|
|
|
|
|
|
|
|
(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 any future economic downturn could have a material adverse effect on our capital, financial condition, credit quality, results of operations and future growth;
|
(4)
|
our ability to attract and retain employees that are key to our strategic and growth initiatives;
|
(5)
|
the risk related to our implementation of new lines of business, new products and services or new technologies;
|
(6)
|
the impact of recent and proposed changes in governmental policy, laws and regulations, including proposed and recently enacted changes in the regulation and taxation of banks and financial institutions, or the interpretation or application thereof and the uncertainty of future implementation and enforcement of these regulations;
|
(7)
|
changes in the interest rate environment, including changes to the federal 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)
|
changes in the cost and availability of funding due to changes in the deposit market and credit market;
|
(9)
|
the risk that our current and future information technology system enhancements and operational initiatives may not be successfully implemented, which could negatively impact our operations;
|
(10)
|
the risk that our enterprise risk management framework, our compliance program, or our corporate governance and supervisory oversight functions may not identify or address risks adequately, which may result in unexpected losses;
|
(11)
|
the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services market;
|
(12)
|
risks related to the continued use, availability and reliability of LIBOR and other “benchmark” rates;
|
(13)
|
risks related to our business relationships with, and reliance upon, third parties that have strategic partnerships with us or that 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 with a third-party vendor or business relationship;
|
(14)
|
the risk that our asset quality may deteriorate, our allowance for credit losses may prove to be inadequate or may be negatively affected by credit risk exposures, and the risk that we may be unable to obtain full payment in respect of any trade or other receivables;
|
(15)
|
risks related to the ability of our operational framework to identify and manage risks associated with our business such as credit risk, compliance risk, reputational risk, and operational risk, including by virtue of our relationships with third-party business partners, as well as our relationship with third-party vendors and other service providers;
|
(16)
|
our ability to identify and address cyber-security risks such as data security breaches, malware, "denial of service" attacks, "hacking" and identity theft, a failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption or damage of our systems, increased costs, significant losses, or adverse effects to our reputation;
|
(17)
|
the risk that we may be exposed to potential losses in the event of fraud and/or theft, or in the event that a third-party vendor, obligor, or business partner fails to pay amounts due to us under that relationship or under any arrangement that we enter into with them;
|
(18)
|
the risk that we may fail to realize all of the anticipated benefits of the Merger or those benefits may take longer to realize than expected;
|
(19)
|
the risk that we may not be able to identify suitable bank and non-bank acquisition opportunities as part of our growth strategy and even if we are able to identify attractive acquisition opportunities, we may not be able to complete such transactions on favorable terms or realize the anticipated benefits from such acquisitions;
|
(20)
|
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;
|
(21)
|
the risks that if economic conditions worsen or regulatory capital rules are modified, we may be required to undertake initiatives to improve our capital position;
|
(22)
|
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;
|
(23)
|
our ability to receive dividends from our subsidiaries could affect our liquidity, including our ability to pay dividends or take other capital actions;
|
(24)
|
the risk that we could realize losses if we sell non-performing assets and the proceeds we receive are lower than the carrying value of such assets;
|
(25)
|
risks related to regulatory approval to take certain actions, including any dividends on our common stock or preferred stock, any repurchases of common stock or any other issuance or redemption of any other regulatory capital instruments;
|
(26)
|
the costs and effects of litigation, investigations, inquiries or similar matters, or adverse facts and developments related thereto;
|
(27)
|
risks related to the fluctuation in our stock price and general volatility in the stock market;
|
(28)
|
the effects of any damages to our reputation resulting from developments related to any of the items identified above; and
|
(29)
|
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.
|
•
|
Synovus Securities, 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; and
|
•
|
Synovus Trust, headquartered in Columbus, Georgia, which provides trust services.
|
•
|
6.5% CET1 to risk-weighted assets;
|
•
|
8.0% Tier 1 capital to risk-weighted assets;
|
•
|
10.0% Total capital to risk-weighted assets; and
|
•
|
5.0% leverage ratio.
|
•
|
the ratio of Tier 1 capital to adjusted total assets is less than 6%;
|
•
|
the aggregate amount of dividends to be declared or anticipated to be declared during the current calendar year exceeds 50% of its net after-tax profits before dividends for the previous calendar year; or
|
•
|
its total classified assets in its most recent regulatory examination exceeded 80% of its Tier 1 capital plus its allowance for loan and lease losses.
|
•
|
its 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;
|
•
|
its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or
|
•
|
it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.
|
•
|
Total reported loans for construction, land development, and other land of 100% or more of a bank’s total risk-based capital; or
|
•
|
Total reported loans secured by multifamily and nonfarm nonresidential properties and loans for construction, land development, and other land of 300% or more of a bank’s total risk-based capital.
|
•
|
limit the interest and other charges collected or contracted for by Synovus Bank, including rules respecting the terms of credit cards and of debit card overdrafts;
|
•
|
govern Synovus Bank’s disclosures of credit terms to consumer borrowers;
|
•
|
require Synovus Bank to provide information to enable the public and public officials to determine whether it is fulfilling its obligation to help meet the housing needs of the communities it serves;
|
•
|
prohibit Synovus Bank from discriminating on the basis of race, creed or other prohibited factors when it makes decisions to extend credit;
|
•
|
govern the manner in which Synovus Bank may collect consumer debts; and
|
•
|
prohibit unfair, deceptive or abusive acts or practices in the provision of consumer financial products and services.
|
•
|
difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the Merger;
|
•
|
difficulties in the assimilation of employees;
|
•
|
difficulties in managing the expanded operations of a larger and more complex company;
|
•
|
challenges in keeping existing customers and obtaining new customers;
|
•
|
challenges in attracting and retaining key personnel, including personnel that are considered key to the future success of our businesses;
|
•
|
challenges related to the credit quality and credit risk of the acquired business; and
|
•
|
challenges in keeping key business relationships in place.
|
•
|
adversely affect the interest rates paid or received on, and the revenue and expenses associated with, and the value of Synovus’ floating rate obligations, loans, deposits, derivatives and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally;
|
•
|
prompt inquiries or other actions from regulators in respect of our preparation and readiness for the replacement of LIBOR with an alternative reference rate;
|
•
|
result in disputes, litigation or other actions with counterparties regarding the interpretation and enforceability of certain fallback language, or the absence of such language, in LIBOR-based securities and loans;
|
•
|
result in customer uncertainty and disputes around how variable rates should be calculated in light of the foregoing, thereby damaging our reputation and resulting in a loss of customers and additional costs to us; and
|
•
|
require the transition to or development of appropriate systems and analytics to effectively transition Synovus’ risk management processes from LIBOR-based products to those based on the applicable alternative pricing benchmark, such as SOFR.
|
Table 2 - Stock Performance
|
||||||||||||||||||||||||
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||
Synovus
|
|
$
|
100
|
|
|
$
|
121.18
|
|
|
$
|
156.03
|
|
|
$
|
184.55
|
|
|
$
|
125.97
|
|
|
$
|
159.52
|
|
Standard & Poor's 500 Index
|
|
100
|
|
|
101.37
|
|
|
113.49
|
|
|
138.26
|
|
|
132.19
|
|
|
173.80
|
|
||||||
KBW Regional Bank Index
|
|
100
|
|
|
105.99
|
|
|
147.46
|
|
|
150.13
|
|
|
123.87
|
|
|
153.43
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 3 - Share Repurchases
|
|
|
|
|
|
|
|
|
|||||||
(in thousands, except per share data)
|
|
Total Number of Shares Repurchased
|
|
Average Price Paid per Share(1)
|
|
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
|
|||||||
October 2019
|
|
1,065
|
|
|
$
|
34.30
|
|
|
1,065
|
|
|
$
|
—
|
|
|
Total
|
|
1,065
|
|
|
$
|
34.30
|
|
|
1,065
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The average price paid per share is calculated on a trade date basis for all open market transactions and excludes commissions and other transaction expenses.
|
Table 4 - Selected Financial Data
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As Of and For The Years Ended December 31,
|
||||||||||||||||||
(in thousands, except per share data)
|
2019(1)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Income Statement
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
1,951,703
|
|
|
$
|
1,428,506
|
|
|
$
|
1,368,636
|
|
|
$
|
1,172,374
|
|
|
$
|
1,095,238
|
|
Net interest income
|
1,595,803
|
|
|
1,148,413
|
|
|
1,023,309
|
|
|
899,180
|
|
|
827,318
|
|
|||||
Provision for loan losses
|
87,720
|
|
|
51,697
|
|
|
67,185
|
|
|
28,000
|
|
|
19,010
|
|
|||||
Non-interest income
|
355,900
|
|
|
280,093
|
|
|
345,327
|
|
|
273,194
|
|
|
267,920
|
|
|||||
Non-interest expense
|
1,098,968
|
|
|
829,455
|
|
|
821,313
|
|
|
755,923
|
|
|
717,655
|
|
|||||
Net income
|
563,780
|
|
|
428,476
|
|
|
275,474
|
|
|
246,784
|
|
|
226,082
|
|
|||||
Preferred stock dividends and redemption charge
|
22,881
|
|
|
17,998
|
|
|
10,238
|
|
|
10,238
|
|
|
10,238
|
|
|||||
Net income available to common shareholders
|
540,899
|
|
|
410,478
|
|
|
265,236
|
|
|
236,546
|
|
|
215,844
|
|
|||||
Per share data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per common share, basic
|
3.50
|
|
|
3.49
|
|
|
2.19
|
|
|
1.90
|
|
|
1.63
|
|
|||||
Net income per common share, diluted
|
3.47
|
|
|
3.47
|
|
|
2.17
|
|
|
1.89
|
|
|
1.62
|
|
|||||
Cash dividends declared per common share
|
1.20
|
|
|
1.00
|
|
|
0.60
|
|
|
0.48
|
|
|
0.42
|
|
|||||
Book value per common share
|
29.93
|
|
|
25.36
|
|
|
23.85
|
|
|
22.92
|
|
|
22.19
|
|
|||||
Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities available for sale
|
6,778,670
|
|
|
3,991,632
|
|
|
3,987,069
|
|
|
3,718,195
|
|
|
3,587,818
|
|
|||||
Loans, net of deferred fees and costs
|
37,162,450
|
|
|
25,946,573
|
|
|
24,787,464
|
|
|
23,856,391
|
|
|
22,429,565
|
|
|||||
Total assets
|
48,203,282
|
|
|
32,669,192
|
|
|
31,221,837
|
|
|
30,104,002
|
|
|
28,792,653
|
|
|||||
Deposits
|
38,405,504
|
|
|
26,720,322
|
|
|
26,147,900
|
|
|
24,648,060
|
|
|
23,242,661
|
|
|||||
Long-term debt
|
2,153,897
|
|
|
1,657,157
|
|
|
1,606,138
|
|
|
2,160,881
|
|
|
2,136,893
|
|
|||||
Total shareholders’ equity
|
4,941,690
|
|
|
3,133,602
|
|
|
2,961,566
|
|
|
2,927,924
|
|
|
3,000,196
|
|
|||||
Performance ratios and other data
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average assets
|
1.20
|
%
|
|
1.35
|
%
|
|
0.89
|
%
|
|
0.84
|
%
|
|
0.80
|
%
|
|||||
Return on average equity
|
11.86
|
|
|
14.29
|
|
|
9.27
|
|
|
8.40
|
|
|
7.49
|
|
|||||
Net interest margin
|
3.70
|
|
|
3.86
|
|
|
3.55
|
|
|
3.27
|
|
|
3.19
|
|
|||||
Dividend payout ratio(2)
|
34.61
|
|
|
28.84
|
|
|
27.60
|
|
|
25.38
|
|
|
25.93
|
|
|||||
Total shareholders' equity to total assets ratio
|
10.25
|
|
|
9.59
|
|
|
9.49
|
|
|
9.73
|
|
|
10.42
|
|
|||||
Tangible common equity to tangible assets ratio(3)
|
8.08
|
|
|
8.81
|
|
|
8.88
|
|
|
9.09
|
|
|
9.90
|
|
|||||
Weighted average common shares outstanding, basic
|
154,331
|
|
|
117,644
|
|
|
121,162
|
|
|
124,389
|
|
|
132,423
|
|
|||||
Weighted average common shares outstanding, diluted
|
156,058
|
|
|
118,378
|
|
|
122,012
|
|
|
125,078
|
|
|
133,201
|
|
|||||
|
|
|
|
|
|
|
|
|
|
(1)
|
2019 includes the acquisition of FCB since the Acquisition Date. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 2 - Acquisitions" of this Report for additional information.
|
(2)
|
Determined by dividing cash dividends declared per common share by diluted net income per share.
|
(3)
|
See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" of this Report for applicable reconciliation to GAAP measure.
|
•
|
Period-end assets growth of 4% to 7%
|
•
|
Net interest income growth (excluding PAA)(2) of 0% to 3%
|
•
|
Estimated CECL impact of 40%-60% overall increase in ACL at date of adoption
|
•
|
Adjusted non-interest income(1) growth of 3% to 6%
|
•
|
Adjusted non-interest expense(1) growth of 3% to 5%
|
•
|
Effective income tax rate of 23% to 25%
|
•
|
Net charge-off ratio of 15 to 25 bps
|
•
|
Share repurchases that would be consistent with Synovus retaining a 9% CET1 ratio target
|
•
|
Common dividend per share (year) up 10% to $1.32
|
(1)
|
See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" of this Report for applicable reconciliation to GAAP measure.
|
(2)
|
PAA are primarily composed of loan accretion and deposit premium amortization of $95.0 million in 2019; 2020 estimate is $8.0 million.
|
Table 5 - Consolidated Financial Highlights
|
|
|
|
|||||||||
|
|
Years Ended December 31,
|
||||||||||
(dollars in thousands, except per share data)
|
|
2019
|
|
2018
|
|
Change
|
|
|||||
Net interest income
|
|
$
|
1,595,803
|
|
|
$
|
1,148,413
|
|
|
39.0
|
|
%
|
Provision for loan losses
|
|
87,720
|
|
|
51,697
|
|
|
69.7
|
|
|
||
Non-interest income
|
|
355,900
|
|
|
280,093
|
|
|
27.1
|
|
|
||
Adjusted non-interest income(1)
|
|
351,952
|
|
|
286,132
|
|
|
23.0
|
|
|
||
Total revenues
|
|
1,951,703
|
|
|
1,428,506
|
|
|
36.6
|
|
|
||
Adjusted total revenues(1)
|
|
1,950,780
|
|
|
1,435,098
|
|
|
35.9
|
|
|
||
Non-interest expense
|
|
1,098,968
|
|
|
829,455
|
|
|
32.5
|
|
|
||
Adjusted non-interest expense(1)
|
|
1,022,498
|
|
|
809,487
|
|
|
26.3
|
|
|
||
Income before income taxes
|
|
765,015
|
|
|
547,354
|
|
|
39.8
|
|
|
||
Net income
|
|
563,780
|
|
|
428,476
|
|
|
31.6
|
|
|
||
Net income available to common shareholders
|
|
540,899
|
|
|
410,478
|
|
|
31.8
|
|
|
||
Net income per common share, basic
|
|
3.50
|
|
|
3.49
|
|
|
0.4
|
|
|
||
Net income per common share, diluted
|
|
3.47
|
|
|
3.47
|
|
|
—
|
|
|
||
Adjusted net income per common share, diluted(1)
|
|
3.90
|
|
|
3.64
|
|
|
7.3
|
|
|
||
Return on average common equity
|
|
12.34
|
%
|
|
14.55
|
%
|
|
(221
|
)
|
bps
|
||
Adjusted return on average common equity(1)
|
|
13.88
|
|
|
15.25
|
|
|
(137
|
)
|
|
||
Adjusted return on average tangible common equity(1)
|
|
16.10
|
|
|
15.66
|
|
|
44
|
|
|
||
Return on average assets
|
|
1.20
|
|
|
1.35
|
|
|
(15
|
)
|
|
||
Adjusted return on average assets(1)
|
|
1.35
|
|
|
1.40
|
|
|
(5
|
)
|
|
||
Efficiency ratio-FTE
|
|
56.22
|
|
|
58.04
|
|
|
(182
|
)
|
|
||
Adjusted tangible efficiency ratio(1)
|
|
51.82
|
|
|
56.33
|
|
|
(451
|
)
|
|
||
|
|
|
|
|
|
|
|
|||||
|
|
As Of and For The Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
|||||
Loans, net of deferred fees and costs
|
|
$
|
37,162,450
|
|
|
$
|
25,946,573
|
|
|
43.2
|
|
%
|
Total deposits
|
|
38,405,504
|
|
|
26,720,322
|
|
|
43.7
|
|
|
||
Core deposits(2)
|
|
34,975,511
|
|
|
25,172,292
|
|
|
38.9
|
|
|
||
Core transaction deposits(3)
|
|
24,167,582
|
|
|
19,111,533
|
|
|
26.5
|
|
|
||
Net interest margin
|
|
3.70
|
%
|
|
3.86
|
%
|
|
(16
|
)
|
bps
|
||
Non-performing assets ratio
|
|
0.37
|
|
|
0.44
|
|
|
(7
|
)
|
|
||
Non-performing loans ratio
|
|
0.27
|
|
|
0.41
|
|
|
(14
|
)
|
|
||
Past due loans over 90 days
|
|
0.04
|
|
|
0.01
|
|
|
3
|
|
|
||
Net charge-off ratio
|
|
0.16
|
|
|
0.20
|
|
|
(4
|
)
|
|
||
|
|
|
|
|
|
|
|
|||||
CET1 capital (transitional)
|
|
$
|
3,743,459
|
|
|
$
|
2,897,997
|
|
|
29.2
|
|
%
|
Tier 1 risk-based capital
|
|
4,280,604
|
|
|
3,090,416
|
|
|
38.5
|
|
|
||
Total risk-based capital
|
|
5,123,381
|
|
|
3,601,376
|
|
|
42.3
|
|
|
||
CET1 capital ratio (transitional)
|
|
8.95
|
%
|
|
9.95
|
%
|
|
(100
|
)
|
bps
|
||
Tier 1 risk-based capital ratio
|
|
10.23
|
|
|
10.61
|
|
|
(38
|
)
|
|
||
Total risk-based capital ratio
|
|
12.25
|
|
|
12.37
|
|
|
(12
|
)
|
|
||
Total shareholders’ equity to total assets ratio
|
|
10.25
|
|
|
9.59
|
|
|
66
|
|
|
||
Tangible common equity to tangible assets ratio(1)
|
|
8.08
|
|
|
8.81
|
|
|
(73
|
)
|
|
||
|
|
|
|
|
|
|
|
(1)
|
See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" of this Report for applicable reconciliation to GAAP measures.
|
(2)
|
Core deposits exclude brokered deposits.
|
(3)
|
Core transaction deposits consist of non-interest-bearing demand deposits, interest-bearing demand deposits, money market accounts, and savings deposits excluding public funds and brokered deposits.
|
Table 6 - Investment Securities Available for Sale
|
December 31,
|
|||||||
(in thousands)
|
2019
|
|
2018
|
|||||
U.S. Treasury securities
|
$
|
19,855
|
|
|
$
|
122,077
|
|
|
U.S. Government agency securities
|
36,541
|
|
|
38,382
|
|
|||
Mortgage-backed securities issued by U.S. Government agencies
|
56,816
|
|
|
97,205
|
|
|||
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
5,180,815
|
|
|
2,398,650
|
|
|||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
636,851
|
|
|
1,188,518
|
|
|||
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises
|
371,592
|
|
|
129,865
|
|
|||
State and municipal securities
|
2,075
|
|
|
—
|
|
|||
Asset-backed securities
|
327,400
|
|
|
—
|
|
|||
Corporate debt and other debt securities
|
146,725
|
|
|
16,935
|
|
|||
Investment securities available for sale
|
$
|
6,778,670
|
|
|
$
|
3,991,632
|
|
|
|
|
|
|
Table 8 - Loans by Portfolio Class
|
|||||||||||||
|
December 31,
|
||||||||||||
|
2019
|
|
2018
|
||||||||||
(dollars in thousands)
|
Total Loans
|
|
%*
|
|
Total Loans
|
|
%*
|
||||||
Commercial, financial, and agricultural
|
$
|
10,252,859
|
|
|
27.6
|
%
|
|
$
|
7,449,698
|
|
|
28.7
|
%
|
Owner-occupied
|
6,529,811
|
|
|
17.6
|
|
|
5,331,508
|
|
|
20.5
|
|
||
Total commercial and industrial
|
16,782,670
|
|
|
45.2
|
|
|
12,781,206
|
|
|
49.2
|
|
||
Investment properties
|
9,042,679
|
|
|
24.3
|
|
|
5,560,951
|
|
|
21.4
|
|
||
1-4 family properties
|
780,015
|
|
|
2.1
|
|
|
679,870
|
|
|
2.7
|
|
||
Land and development
|
657,790
|
|
|
1.8
|
|
|
323,670
|
|
|
1.2
|
|
||
Total commercial real estate
|
10,480,484
|
|
|
28.2
|
|
|
6,564,491
|
|
|
25.3
|
|
||
Consumer mortgages
|
5,546,368
|
|
|
14.9
|
|
|
2,934,235
|
|
|
11.3
|
|
||
Home equity lines
|
1,713,157
|
|
|
4.6
|
|
|
1,515,796
|
|
|
5.8
|
|
||
Credit cards
|
268,841
|
|
|
0.7
|
|
|
258,245
|
|
|
1.0
|
|
||
Other consumer loans
|
2,396,294
|
|
|
6.4
|
|
|
1,916,743
|
|
|
7.4
|
|
||
Total consumer
|
9,924,660
|
|
|
26.6
|
|
|
6,625,019
|
|
|
25.5
|
|
||
Total loans
|
37,187,814
|
|
|
100.0
|
|
|
25,970,716
|
|
|
100.0
|
|
||
Deferred fees and costs, net
|
(25,364
|
)
|
|
nm
|
|
|
(24,143
|
)
|
|
nm
|
|
||
Total loans, net of deferred fees and costs
|
$
|
37,162,450
|
|
|
100.0
|
%
|
|
$
|
25,946,573
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
*
|
Loan balance in each category is before net deferred fees and costs and is expressed as a percentage of total loans, net of deferred fees and costs.
|
*
|
Loan balance in each category expressed as a percentage of total C&I loans.
|
*
|
Loan balance in each category is before net deferred fees and costs and is expressed as a percentage of total loans, net of deferred fees and costs.
|
Table 12 - Composition of Period-end Deposits
|
|||||||||||||
|
2019
|
|
2018
|
||||||||||
(dollars in thousands)
|
Amount
|
|
%(1)
|
|
Amount
|
|
%(1)
|
||||||
Non-interest-bearing demand deposits(2)
|
$
|
8,661,220
|
|
|
22.6
|
%
|
|
$
|
6,926,513
|
|
|
25.9
|
%
|
Interest-bearing demand deposits(2)
|
4,769,505
|
|
|
12.4
|
|
|
3,690,689
|
|
|
13.8
|
|
||
Money market accounts(2)
|
9,827,357
|
|
|
25.6
|
|
|
7,681,836
|
|
|
28.8
|
|
||
Savings deposits(2)
|
909,500
|
|
|
2.4
|
|
|
812,495
|
|
|
3.0
|
|
||
Public funds
|
4,622,318
|
|
|
12.0
|
|
|
2,374,892
|
|
|
8.9
|
|
||
Time deposits(2)
|
6,185,611
|
|
|
16.1
|
|
|
3,685,867
|
|
|
13.8
|
|
||
Brokered deposits
|
3,429,993
|
|
|
8.9
|
|
|
1,548,030
|
|
|
5.8
|
|
||
Total deposits
|
$
|
38,405,504
|
|
|
100.0
|
%
|
|
$
|
26,720,322
|
|
|
100.0
|
%
|
Core deposits(3)
|
$
|
34,975,511
|
|
|
91.1
|
%
|
|
$
|
25,172,292
|
|
|
94.2
|
%
|
Core transaction deposits(4)
|
$
|
24,167,582
|
|
|
62.9
|
%
|
|
$
|
19,111,533
|
|
|
71.5
|
%
|
|
|
|
|
|
|
|
|
||||||
Time deposits greater than $100,000, including brokered and public funds
|
$
|
7,262,833
|
|
|
18.9
|
%
|
|
$
|
3,749,928
|
|
|
14.0
|
%
|
Brokered time deposits
|
$
|
2,154,095
|
|
|
5.6
|
%
|
|
$
|
1,199,670
|
|
|
4.5
|
%
|
|
|
|
|
|
|
|
|
(1)
|
Deposits balance in each category expressed as percentage of total deposits.
|
(2)
|
Excluding any public funds or brokered deposits.
|
Table 14 - Net Interest Income
|
|
|
||||||||||
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest income
|
|
$
|
2,050,638
|
|
|
$
|
1,344,305
|
|
|
$
|
1,162,497
|
|
Taxable-equivalent adjustment
|
|
3,025
|
|
|
553
|
|
|
1,124
|
|
|||
Interest income, taxable-equivalent
|
|
2,053,663
|
|
|
1,344,858
|
|
|
1,163,621
|
|
|||
Interest expense
|
|
454,835
|
|
|
195,892
|
|
|
139,188
|
|
|||
Net interest income, taxable-equivalent
|
|
$
|
1,598,828
|
|
|
$
|
1,148,966
|
|
|
$
|
1,024,433
|
|
|
|
|
|
|
|
|
Table 15 - Average Balances, Interest, and Yields/Rates
|
||||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||||||||||
(dollars in thousands)
|
Average Balance
|
|
Interest
|
|
Yield/
Rate
|
|
Average Balance
|
|
Interest
|
|
Yield/
Rate
|
|
Average Balance
|
|
Interest
|
|
Yield/
Rate
|
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable loans, net(1)(2)
|
$
|
35,600,406
|
|
|
$
|
1,806,082
|
|
|
5.07
|
%
|
|
$
|
25,132,193
|
|
|
$
|
1,224,601
|
|
|
4.87
|
%
|
|
$
|
24,318,345
|
|
|
$
|
1,062,261
|
|
|
4.37
|
%
|
Tax-exempt loans, net(1)(2)(3)
|
355,675
|
|
|
14,208
|
|
|
3.99
|
|
|
61,128
|
|
|
2,631
|
|
|
4.30
|
|
|
66,174
|
|
|
3,157
|
|
|
4.77
|
|
||||||
Less: Allowance for loan losses
|
259,833
|
|
|
—
|
|
|
—
|
|
|
253,091
|
|
|
—
|
|
|
—
|
|
|
251,667
|
|
|
—
|
|
|
—
|
|
||||||
Loans, net
|
35,696,248
|
|
|
1,820,290
|
|
|
5.10
|
|
|
24,940,230
|
|
|
1,227,232
|
|
|
4.92
|
|
|
24,132,852
|
|
|
1,065,418
|
|
|
4.41
|
|
||||||
Investment securities available for sale(3)
|
6,755,496
|
|
|
208,867
|
|
|
3.09
|
|
|
4,077,390
|
|
|
96,932
|
|
|
2.38
|
|
|
3,853,440
|
|
|
82,718
|
|
|
2.15
|
|
||||||
Trading account assets
|
5,119
|
|
|
138
|
|
|
2.70
|
|
|
14,025
|
|
|
360
|
|
|
2.57
|
|
|
6,330
|
|
|
141
|
|
|
2.22
|
|
||||||
Interest earning deposits with banks
|
21,586
|
|
|
491
|
|
|
2.27
|
|
|
41,191
|
|
|
884
|
|
|
2.15
|
|
|
45,365
|
|
|
636
|
|
|
1.40
|
|
||||||
Due from Federal Reserve Bank
|
472,814
|
|
|
10,384
|
|
|
2.17
|
|
|
529,501
|
|
|
10,156
|
|
|
1.89
|
|
|
575,126
|
|
|
6,470
|
|
|
1.12
|
|
||||||
Federal funds sold and securities purchased under resale agreements
|
59,724
|
|
|
1,342
|
|
|
2.25
|
|
|
36,392
|
|
|
366
|
|
|
1.01
|
|
|
50,315
|
|
|
384
|
|
|
0.76
|
|
||||||
FHLB and Federal Reserve Bank stock
|
245,196
|
|
|
8,918
|
|
|
3.64
|
|
|
167,240
|
|
|
6,978
|
|
|
4.17
|
|
|
170,703
|
|
|
5,928
|
|
|
3.47
|
|
||||||
Mortgage loans held for sale
|
80,997
|
|
|
3,233
|
|
|
3.99
|
|
|
43,568
|
|
|
1,950
|
|
|
4.48
|
|
|
49,082
|
|
|
1,926
|
|
|
3.92
|
|
||||||
Total interest earning assets
|
43,337,180
|
|
|
2,053,663
|
|
|
4.74
|
|
|
29,849,537
|
|
|
1,344,858
|
|
|
4.51
|
|
|
28,883,213
|
|
|
1,163,621
|
|
|
4.03
|
|
||||||
Cash and cash equivalents
|
510,755
|
|
|
|
|
|
|
408,684
|
|
|
|
|
|
|
392,720
|
|
|
|
|
|
||||||||||||
Premises and equipment, net
|
487,202
|
|
|
|
|
|
|
429,542
|
|
|
|
|
|
|
419,619
|
|
|
|
|
|
||||||||||||
Other real estate
|
14,539
|
|
|
|
|
|
|
5,655
|
|
|
|
|
|
|
17,789
|
|
|
|
|
|
||||||||||||
Cash surrender value of bank-owned life insurance
|
767,142
|
|
|
|
|
|
|
546,864
|
|
|
|
|
|
|
474,615
|
|
|
|
|
|
||||||||||||
Other assets(4)
|
1,675,112
|
|
|
|
|
|
|
428,565
|
|
|
|
|
|
|
599,332
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
46,791,930
|
|
|
|
|
|
|
$
|
31,668,847
|
|
|
|
|
|
|
$
|
30,787,288
|
|
|
|
|
|
|||||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing demand deposits
|
$
|
6,311,829
|
|
|
$
|
42,254
|
|
|
0.67
|
%
|
|
$
|
4,855,603
|
|
|
$
|
17,457
|
|
|
0.36
|
%
|
|
$
|
4,867,029
|
|
|
$
|
11,919
|
|
|
0.24
|
%
|
Money market accounts
|
11,198,199
|
|
|
145,048
|
|
|
1.30
|
|
|
8,185,156
|
|
|
57,771
|
|
|
0.71
|
|
|
8,043,327
|
|
|
28,269
|
|
|
0.35
|
|
||||||
Savings deposits
|
905,338
|
|
|
487
|
|
|
0.05
|
|
|
820,501
|
|
|
251
|
|
|
0.03
|
|
|
830,317
|
|
|
457
|
|
|
0.06
|
|
||||||
Time deposits
|
10,054,459
|
|
|
169,160
|
|
|
1.68
|
|
|
4,826,625
|
|
|
68,392
|
|
|
1.42
|
|
|
4,282,700
|
|
|
40,680
|
|
|
0.95
|
|
||||||
Federal funds purchased and securities sold under repurchase agreements
|
236,601
|
|
|
522
|
|
|
0.22
|
|
|
208,727
|
|
|
523
|
|
|
0.25
|
|
|
184,093
|
|
|
198
|
|
|
0.11
|
|
||||||
Other short-term borrowings
|
1,123,613
|
|
|
25,663
|
|
|
2.25
|
|
|
163,206
|
|
|
3,030
|
|
|
1.83
|
|
|
71,918
|
|
|
752
|
|
|
1.03
|
|
||||||
Long-term debt
|
2,135,614
|
|
|
71,701
|
|
|
3.31
|
|
|
1,724,552
|
|
|
48,468
|
|
|
2.77
|
|
|
1,965,069
|
|
|
56,913
|
|
|
2.86
|
|
||||||
Total interest-bearing liabilities
|
31,965,653
|
|
|
454,835
|
|
|
1.41
|
|
|
20,784,370
|
|
|
195,892
|
|
|
0.94
|
|
|
20,244,453
|
|
|
139,188
|
|
|
0.69
|
|
||||||
Non-interest-bearing demand deposits
|
9,359,894
|
|
|
|
|
|
|
7,656,233
|
|
|
|
|
|
|
7,351,015
|
|
|
|
|
|
||||||||||||
Other liabilities
|
714,521
|
|
|
|
|
|
|
230,043
|
|
|
|
|
|
|
221,270
|
|
|
|
|
|
||||||||||||
Equity
|
4,751,862
|
|
|
|
|
|
|
2,998,201
|
|
|
|
|
|
|
2,970,550
|
|
|
|
|
|
||||||||||||
Total liabilities and equity
|
$
|
46,791,930
|
|
|
|
|
|
|
$
|
31,668,847
|
|
|
|
|
|
|
$
|
30,787,288
|
|
|
|
|
|
|||||||||
Net interest income, taxable equivalent net interest margin
|
|
|
$
|
1,598,828
|
|
|
3.70
|
%
|
|
|
|
$
|
1,148,966
|
|
|
3.86
|
%
|
|
|
|
$
|
1,024,433
|
|
|
3.55
|
%
|
||||||
Less: taxable-equivalent adjustment
|
|
|
3,025
|
|
|
|
|
|
|
553
|
|
|
|
|
|
|
1,124
|
|
|
|
||||||||||||
Net interest income
|
|
|
$
|
1,595,803
|
|
|
|
|
|
|
$
|
1,148,413
|
|
|
|
|
|
|
$
|
1,023,309
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Average loans are shown net of deferred fees and costs. NPLs are included.
|
(2)
|
Interest income includes net loan fees as follows: 2019 — $35.6 million, 2018 — $32.4 million, and 2017 — $32.4 million.
|
(3)
|
Reflects taxable-equivalent adjustments, using the statutory federal tax rate (21% in 2019 and 2018 and 35% in 2017), adjusting interest on tax-exempt loans and investment securities to a taxable-equivalent basis.
|
(4)
|
Includes average net unrealized gains/(losses) on investment securities available for sale of $43.4 million, $(133.6) million, and $(34.4) million for the years ended December 31, 2019, 2018, and 2017, respectively.
|
Table 16 - Rate/Volume Analysis
|
2019 Compared to 2018
Change Due to(1)
|
|
2018 Compared to 2017
Change Due to(1) |
||||||||||||||||||||
(in thousands)
|
Volume/Mix
|
|
Yield/Rate
|
|
Net Change
|
|
Volume/Mix
|
|
Yield/Rate
|
|
Net Change
|
||||||||||||
Interest earned on:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable loans, net
|
$
|
509,802
|
|
|
$
|
71,679
|
|
|
$
|
581,481
|
|
|
$
|
35,565
|
|
|
$
|
126,775
|
|
|
$
|
162,340
|
|
Tax-exempt loans, net(2)
|
12,666
|
|
|
(1,089
|
)
|
|
11,577
|
|
|
(241
|
)
|
|
(285
|
)
|
|
(526
|
)
|
||||||
Investment securities(2)
|
63,739
|
|
|
48,196
|
|
|
111,935
|
|
|
4,783
|
|
|
9,431
|
|
|
14,214
|
|
||||||
Trading account assets
|
(229
|
)
|
|
7
|
|
|
(222
|
)
|
|
171
|
|
|
48
|
|
|
219
|
|
||||||
Interest earning deposits with banks
|
(422
|
)
|
|
29
|
|
|
(393
|
)
|
|
(58
|
)
|
|
306
|
|
|
248
|
|
||||||
Due from Federal Reserve Bank
|
(1,071
|
)
|
|
1,299
|
|
|
228
|
|
|
(511
|
)
|
|
4,197
|
|
|
3,686
|
|
||||||
Federal funds sold and securities
purchased under resale agreements
|
236
|
|
|
740
|
|
|
976
|
|
|
(106
|
)
|
|
88
|
|
|
(18
|
)
|
||||||
FHLB and Federal Reserve Bank stock
|
3,251
|
|
|
(1,311
|
)
|
|
1,940
|
|
|
(120
|
)
|
|
1,170
|
|
|
1,050
|
|
||||||
Mortgage loans held for sale
|
1,677
|
|
|
(394
|
)
|
|
1,283
|
|
|
(216
|
)
|
|
240
|
|
|
24
|
|
||||||
Total interest income
|
589,649
|
|
|
119,156
|
|
|
708,805
|
|
|
39,267
|
|
|
141,970
|
|
|
181,237
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest paid on:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing demand deposits
|
5,242
|
|
|
19,555
|
|
|
24,797
|
|
|
(27
|
)
|
|
5,565
|
|
|
5,538
|
|
||||||
Money market accounts
|
21,393
|
|
|
65,884
|
|
|
87,277
|
|
|
496
|
|
|
29,006
|
|
|
29,502
|
|
||||||
Savings deposits
|
25
|
|
|
211
|
|
|
236
|
|
|
(6
|
)
|
|
(200
|
)
|
|
(206
|
)
|
||||||
Time deposits
|
74,235
|
|
|
26,533
|
|
|
100,768
|
|
|
5,167
|
|
|
22,545
|
|
|
27,712
|
|
||||||
Federal funds purchased and securities sold under
repurchase agreements
|
70
|
|
|
(71
|
)
|
|
(1
|
)
|
|
27
|
|
|
298
|
|
|
325
|
|
||||||
Other short-term borrowings
|
17,575
|
|
|
5,058
|
|
|
22,633
|
|
|
940
|
|
|
1,338
|
|
|
2,278
|
|
||||||
Long-term debt
|
11,386
|
|
|
11,847
|
|
|
23,233
|
|
|
(6,975
|
)
|
|
(1,470
|
)
|
|
(8,445
|
)
|
||||||
Total interest expense
|
129,926
|
|
|
129,017
|
|
|
258,943
|
|
|
(378
|
)
|
|
57,082
|
|
|
56,704
|
|
||||||
Net interest income
|
$
|
459,723
|
|
|
$
|
(9,861
|
)
|
|
$
|
449,862
|
|
|
$
|
39,645
|
|
|
$
|
84,888
|
|
|
$
|
124,533
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Changes in net interest income are attributed to either changes in average balances (volume change) or changes in average rates (rate change) for earning assets and sources of funds on which interest is received or paid. Volume change is calculated as change in volume times the previous rate, while rate change is change in rate times the previous volume.
|
(2)
|
Reflects taxable-equivalent adjustments, using the statutory federal income tax rate (21% for 2019 and 2018, and 35% for 2017), in adjusting interest on tax-exempt loans and investment securities to a taxable-equivalent basis.
|
Table 17 - Non-interest Income
|
||||||||||||
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Service charges on deposit accounts
|
|
$
|
88,190
|
|
|
$
|
80,840
|
|
|
$
|
81,419
|
|
Fiduciary and asset management fees
|
|
58,388
|
|
|
54,685
|
|
|
50,485
|
|
|||
Card fees
|
|
45,659
|
|
|
42,503
|
|
|
39,376
|
|
|||
Brokerage revenue
|
|
41,608
|
|
|
35,366
|
|
|
29,266
|
|
|||
Mortgage banking income
|
|
32,599
|
|
|
18,958
|
|
|
22,798
|
|
|||
Capital markets income
|
|
30,529
|
|
|
5,803
|
|
|
5,632
|
|
|||
Income from bank-owned life insurance
|
|
21,226
|
|
|
15,403
|
|
|
13,460
|
|
|||
Cabela's Transaction Fee
|
|
—
|
|
|
—
|
|
|
75,000
|
|
|||
Investment securities losses, net
|
|
(7,659
|
)
|
|
(1,296
|
)
|
|
(289
|
)
|
|||
Gain on sale and increase (decrease) in fair value of private equity investments
|
|
11,607
|
|
|
(4,743
|
)
|
|
(3,093
|
)
|
|||
Other non-interest income
|
|
33,753
|
|
|
32,574
|
|
|
31,273
|
|
|||
Total non-interest income
|
|
$
|
355,900
|
|
|
$
|
280,093
|
|
|
$
|
345,327
|
|
|
|
|
|
|
|
|
Table 18 - Non-interest Expense
|
|
|
||||||||||
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Salaries and other personnel expense
|
|
$
|
570,036
|
|
|
$
|
453,420
|
|
|
$
|
433,321
|
|
Net occupancy and equipment expense
|
|
161,906
|
|
|
130,482
|
|
|
119,964
|
|
|||
Third-party processing and other services
|
|
75,696
|
|
|
58,625
|
|
|
54,708
|
|
|||
Professional fees
|
|
35,300
|
|
|
26,737
|
|
|
26,232
|
|
|||
FDIC insurance and other regulatory fees
|
|
31,696
|
|
|
24,494
|
|
|
27,011
|
|
|||
Advertising expense
|
|
21,371
|
|
|
20,881
|
|
|
22,948
|
|
|||
Merger-related expense
|
|
56,580
|
|
|
10,065
|
|
|
110
|
|
|||
Amortization of intangibles
|
|
11,603
|
|
|
1,167
|
|
|
1,059
|
|
|||
Earnout liability adjustments
|
|
10,457
|
|
|
11,652
|
|
|
5,466
|
|
|||
Loss on early extinguishment of debt, net
|
|
4,592
|
|
|
—
|
|
|
23,160
|
|
|||
Foreclosed real estate expense, net
|
|
2,523
|
|
|
2,204
|
|
|
12,540
|
|
|||
Valuation adjustment to Visa derivative
|
|
3,611
|
|
|
2,328
|
|
|
—
|
|
|||
Litigation settlement/contingency expense
|
|
—
|
|
|
(4,026
|
)
|
|
701
|
|
|||
Restructuring charges, net
|
|
1,230
|
|
|
(51
|
)
|
|
7,014
|
|
|||
Other operating expenses
|
|
112,367
|
|
|
91,477
|
|
|
87,079
|
|
|||
Total non-interest expense
|
|
$
|
1,098,968
|
|
|
$
|
829,455
|
|
|
$
|
821,313
|
|
|
|
|
|
|
|
|
(1)
|
NPL ratio is 0.27% and 0.41% at December 31, 2019 and 2018, respectively.
|
(2)
|
NPA ratio is 0.37% and 0.44% at December 31, 2019 and 2018, respectively.
|
Table 22 - TDRs by Portfolio Class
|
|
|
|
||||
|
December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Commercial, financial and agricultural
|
$
|
43,164
|
|
|
$
|
34,013
|
|
Owner-occupied
|
49,221
|
|
|
46,138
|
|
||
Total commercial and industrial
|
92,385
|
|
|
80,151
|
|
||
Investment properties
|
9,753
|
|
|
13,858
|
|
||
1-4 family properties
|
4,755
|
|
|
5,964
|
|
||
Land and development
|
10,418
|
|
|
12,600
|
|
||
Total commercial real estate
|
24,926
|
|
|
32,422
|
|
||
Consumer mortgages
|
19,017
|
|
|
19,134
|
|
||
Home equity lines
|
7,038
|
|
|
2,063
|
|
||
Other consumer loans
|
6,864
|
|
|
8,060
|
|
||
Total consumer
|
32,919
|
|
|
29,257
|
|
||
Total TDRs
|
$
|
150,230
|
|
|
$
|
141,830
|
|
|
|
|
|
(1)
|
Net charge-off ratio as a percentage of average loans.
|
(1)
|
Loan balance in each category expressed as a percentage of total loans, net of deferred fees and costs. See Table 11 - Composition of Loan Portfolio in this Report for calculation.
|
Table 26 – Capital Ratios
|
|
|
|
||||
(dollars in thousands)
|
December 31, 2019
|
|
December 31, 2018
|
||||
CET1 capital (transitional)
|
|
|
|
||||
Synovus Financial Corp.
|
$
|
3,743,459
|
|
|
$
|
2,897,997
|
|
Synovus Bank
|
4,640,501
|
|
|
3,382,497
|
|
||
Tier 1 risk-based capital
|
|
|
|
||||
Synovus Financial Corp.
|
4,280,604
|
|
|
3,090,416
|
|
||
Synovus Bank
|
4,640,501
|
|
|
3,382,497
|
|
||
Total risk-based capital
|
|
|
|
||||
Synovus Financial Corp.
|
5,123,381
|
|
|
3,601,376
|
|
||
Synovus Bank
|
4,923,279
|
|
|
3,633,457
|
|
||
CET1 capital ratio (transitional)
|
|
|
|
||||
Synovus Financial Corp.
|
8.95
|
%
|
|
9.95
|
%
|
||
Synovus Bank
|
11.10
|
|
|
11.62
|
|
||
Tier 1 risk-based capital ratio
|
|
|
|
||||
Synovus Financial Corp.
|
10.23
|
|
|
10.61
|
|
||
Synovus Bank
|
11.10
|
|
|
11.62
|
|
||
Total risk-based capital to risk-weighted assets ratio
|
|
|
|
||||
Synovus Financial Corp.
|
12.25
|
|
|
12.37
|
|
||
Synovus Bank
|
11.78
|
|
|
12.49
|
|
||
Leverage ratio
|
|
|
|
||||
Synovus Financial Corp.
|
9.16
|
|
|
9.60
|
|
||
Synovus Bank
|
9.94
|
|
|
10.51
|
|
||
Tangible common equity to tangible assets ratio(1)
|
|
|
|
||||
Synovus Financial Corp.
|
8.08
|
|
|
8.81
|
|
||
|
|
|
|
(1)
|
See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" of this Report for applicable reconciliation to GAAP measure.
|
(1)
|
Legally binding purchase obligations of $1.0 million or more.
|
(2)
|
Commitments to fund investments in low income housing, solar energy tax credits, and other CRA partnerships have scheduled funding dates that are contingent on events that have not yet occurred, and may be subject to change.
|
Table 28 - Short-term Borrowings
|
|
|
|
|
|
|
||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at December 31,
|
|
$
|
1,919,250
|
|
|
$
|
887,692
|
|
|
$
|
261,190
|
|
Weighted average interest rate at December 31,
|
|
1.60
|
%
|
|
1.93
|
%
|
|
0.65
|
%
|
|||
Maximum month end balance during the year
|
|
$
|
2,431,012
|
|
|
$
|
887,692
|
|
|
$
|
390,044
|
|
Average amount outstanding during the year
|
|
1,360,214
|
|
|
371,933
|
|
|
256,011
|
|
|||
Weighted average interest rate during the year
|
|
1.93
|
%
|
|
0.96
|
%
|
|
0.37
|
%
|
|||
|
|
|
|
|
|
|
Table 30 - Quarterly Financial Data
|
2019
|
||||||||||||||
(in thousands, except per share data)
|
Fourth Quarter
|
|
Third Quarter
|
|
Second Quarter
|
|
First Quarter
|
||||||||
Interest income
|
$
|
506,253
|
|
|
$
|
523,415
|
|
|
$
|
516,131
|
|
|
$
|
504,839
|
|
Interest expense
|
106,984
|
|
|
121,318
|
|
|
118,869
|
|
|
107,664
|
|
||||
Net interest income
|
399,269
|
|
|
402,097
|
|
|
397,262
|
|
|
397,175
|
|
||||
Provision for loan losses
|
24,470
|
|
|
27,562
|
|
|
12,119
|
|
|
23,569
|
|
||||
Non-interest income
|
97,955
|
|
|
88,760
|
|
|
89,807
|
|
|
79,378
|
|
||||
Non-interest expense
|
266,122
|
|
|
276,310
|
|
|
264,126
|
|
|
292,410
|
|
||||
Income before income taxes
|
206,632
|
|
|
186,985
|
|
|
210,824
|
|
|
160,574
|
|
||||
Income tax expense
|
54,948
|
|
|
51,259
|
|
|
54,640
|
|
|
40,388
|
|
||||
Net income
|
151,684
|
|
|
135,726
|
|
|
156,184
|
|
|
120,186
|
|
||||
Preferred stock dividends
|
8,290
|
|
|
8,291
|
|
|
3,150
|
|
|
3,150
|
|
||||
Net income available to common shareholders
|
143,394
|
|
|
127,435
|
|
|
153,034
|
|
|
117,036
|
|
||||
Net income per common share, basic
|
0.98
|
|
|
0.84
|
|
|
0.97
|
|
|
0.73
|
|
||||
Net income per common share, diluted
|
0.97
|
|
|
0.83
|
|
|
0.96
|
|
|
0.72
|
|
|
2018
|
||||||||||||||
|
Fourth Quarter
|
|
Third Quarter
|
|
Second Quarter
|
|
First Quarter
|
||||||||
Interest income
|
$
|
357,395
|
|
|
$
|
343,942
|
|
|
$
|
329,834
|
|
|
$
|
313,134
|
|
Interest expense
|
59,462
|
|
|
52,323
|
|
|
45,257
|
|
|
38,850
|
|
||||
Net interest income
|
297,933
|
|
|
291,619
|
|
|
284,577
|
|
|
274,284
|
|
||||
Provision for loan losses
|
12,149
|
|
|
14,982
|
|
|
11,790
|
|
|
12,776
|
|
||||
Non-interest income
|
67,992
|
|
|
71,668
|
|
|
73,387
|
|
|
67,046
|
|
||||
Non-interest expense
|
209,922
|
|
|
220,297
|
|
|
204,057
|
|
|
195,179
|
|
||||
Income before income taxes
|
143,854
|
|
|
128,008
|
|
|
142,117
|
|
|
133,375
|
|
||||
Income tax expense
|
38,784
|
|
|
18,949
|
|
|
30,936
|
|
|
30,209
|
|
||||
Net income
|
105,070
|
|
|
109,059
|
|
|
111,181
|
|
|
103,166
|
|
||||
Preferred stock dividends and redemption charge
|
3,151
|
|
|
9,729
|
|
|
2,559
|
|
|
2,559
|
|
||||
Net income available to common shareholders
|
101,919
|
|
|
99,330
|
|
|
108,622
|
|
|
100,607
|
|
||||
Net income per common share, basic
|
0.88
|
|
|
0.85
|
|
|
0.92
|
|
|
0.85
|
|
||||
Net income per common share, diluted
|
0.87
|
|
|
0.84
|
|
|
0.91
|
|
|
0.84
|
|
||||
|
|
|
|
|
|
|
|
Table 31 - Reconciliation of Non-GAAP Financial Measures
|
|
|
|
||||
|
Years Ended December 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Adjusted non-interest income
|
|
|
|
||||
Total non-interest income
|
$
|
355,900
|
|
|
$
|
280,093
|
|
Add: Investment securities losses, net
|
7,659
|
|
|
1,296
|
|
||
Subtract/add: Gain on sale and (increase) decrease in fair value of private equity investments, net
|
(11,607
|
)
|
|
4,743
|
|
||
Adjusted non-interest income
|
$
|
351,952
|
|
|
$
|
286,132
|
|
|
|
|
|
||||
Adjusted non-interest expense
|
|
|
|
||||
Total non-interest expense
|
$
|
1,098,968
|
|
|
$
|
829,455
|
|
Subtract: Earnout liability adjustments
|
(10,457
|
)
|
|
(11,652
|
)
|
||
Subtract: Merger-related expense
|
(56,580
|
)
|
|
(10,065
|
)
|
||
Add: Litigation settlement/contingency expense
|
—
|
|
|
4,026
|
|
||
Subtract/add: Restructuring charges, net
|
(1,230
|
)
|
|
51
|
|
||
Subtract: Valuation adjustment to Visa derivative
|
(3,611
|
)
|
|
(2,328
|
)
|
||
Subtract: Loss on early extinguishment of debt, net
|
(4,592
|
)
|
|
—
|
|
||
Adjusted non-interest expense
|
$
|
1,022,498
|
|
|
$
|
809,487
|
|
|
|
|
|
||||
Adjusted total revenues and adjusted tangible efficiency ratio
|
|
|
|
||||
Adjusted non-interest expense
|
$
|
1,022,498
|
|
|
$
|
809,487
|
|
Subtract: Amortization of intangibles
|
(11,603
|
)
|
|
(1,167
|
)
|
||
Adjusted tangible non-interest expense
|
1,010,895
|
|
|
808,320
|
|
||
|
|
|
|
||||
Net interest income
|
1,595,803
|
|
|
1,148,413
|
|
||
Add: Tax equivalent adjustment
|
3,025
|
|
|
553
|
|
||
Add: Total non-interest income
|
355,900
|
|
|
280,093
|
|
||
Total FTE revenues
|
$
|
1,954,728
|
|
|
$
|
1,429,059
|
|
Add: Investment securities losses, net
|
7,659
|
|
|
1,296
|
|
||
Subtract/add: Gain on sale and (increase) decrease in fair value of private equity investments, net
|
(11,607
|
)
|
|
4,743
|
|
||
Adjusted total revenues
|
$
|
1,950,780
|
|
|
$
|
1,435,098
|
|
Efficiency ratio-FTE
|
56.22
|
%
|
|
58.04
|
%
|
||
Adjusted tangible efficiency ratio
|
51.82
|
|
|
56.33
|
|
||
|
|
|
|
Table 31 - Reconciliation of Non-GAAP Financial Measures, continued
|
|
|
|
||||
|
Years Ended December 31,
|
||||||
(in thousands, except per share data)
|
2019
|
|
2018
|
||||
Adjusted return on average assets
|
|
|
|
||||
Net income
|
$
|
563,780
|
|
|
$
|
428,476
|
|
Add/subtract: Income tax expense (benefit), net related to State Tax Reform and SAB 118
|
4,402
|
|
|
(9,148
|
)
|
||
Add: Earnout liability adjustments
|
10,457
|
|
|
11,652
|
|
||
Add: Merger-related expense
|
56,580
|
|
|
10,065
|
|
||
Subtract: Litigation settlement/contingency expense
|
—
|
|
|
(4,026
|
)
|
||
Add/subtract: Restructuring charges, net
|
1,230
|
|
|
(51
|
)
|
||
Add: Valuation adjustment to Visa derivative
|
3,611
|
|
|
2,328
|
|
||
Add: Loss on early extinguishment of debt, net
|
4,592
|
|
|
—
|
|
||
Add: Investment securities losses, net
|
7,659
|
|
|
1,296
|
|
||
Subtract/add: Gain on sale and (increase) decrease in fair value of private equity investments, net
|
(11,607
|
)
|
|
4,743
|
|
||
Subtract: Tax effect of adjustments
|
(9,343
|
)
|
|
(1,008
|
)
|
||
Adjusted net income
|
$
|
631,361
|
|
|
$
|
444,327
|
|
Total average assets
|
$
|
46,791,930
|
|
|
$
|
31,668,847
|
|
Return on average assets
|
1.20
|
%
|
|
1.35
|
%
|
||
Adjusted return on average assets
|
1.35
|
|
|
1.40
|
|
||
|
|
|
|
||||
Adjusted net income available to common shareholders and adjusted net income per common share, diluted
|
|
|
|
||||
Net income available to common shareholders
|
$
|
540,899
|
|
|
$
|
410,478
|
|
Add/subtract: Income tax expense (benefit), net related to State Tax Reform and SAB 118
|
4,402
|
|
|
(9,148
|
)
|
||
Add: Earnout liability adjustments
|
10,457
|
|
|
11,652
|
|
||
Add: Preferred stock redemption charge
|
—
|
|
|
4,020
|
|
||
Add: Merger-related expense
|
56,580
|
|
|
10,065
|
|
||
Subtract: Litigation settlement/contingency expense
|
—
|
|
|
(4,026
|
)
|
||
Add/subtract: Restructuring charges, net
|
1,230
|
|
|
(51
|
)
|
||
Add: Valuation adjustment to Visa derivative
|
3,611
|
|
|
2,328
|
|
||
Add: Loss on early extinguishment of debt, net
|
4,592
|
|
|
—
|
|
||
Add: Investment securities losses, net
|
7,659
|
|
|
1,296
|
|
||
Subtract/add: Gain on sale and (increase) decrease in fair value of private equity investments, net
|
(11,607
|
)
|
|
4,743
|
|
||
Subtract: Tax effect of adjustments
|
(9,343
|
)
|
|
(1,008
|
)
|
||
Adjusted net income available to common shareholders
|
$
|
608,480
|
|
|
$
|
430,349
|
|
Weighted average common shares outstanding, diluted
|
156,058
|
|
|
118,378
|
|
||
Net income per common share, diluted
|
$
|
3.47
|
|
|
$
|
3.47
|
|
Adjusted net income per common share, diluted
|
3.90
|
|
|
3.64
|
|
||
|
|
|
|
Table 31 - Reconciliation of Non-GAAP Financial Measures, continued
|
|
|
|
||||
|
Years Ended December 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Adjusted return on average common equity, return on average tangible common equity, and adjusted return on average tangible common equity
|
|
|
|
||||
Net income available to common shareholders
|
$
|
540,899
|
|
|
$
|
410,478
|
|
Add/subtract: Income tax expense (benefit), net related to State Tax Reform and SAB 118
|
4,402
|
|
|
(9,148
|
)
|
||
Add: Preferred stock redemption charge
|
—
|
|
|
4,020
|
|
||
Add: Earnout liability adjustments
|
10,457
|
|
|
11,652
|
|
||
Add: Merger-related expense
|
56,580
|
|
|
10,065
|
|
||
Subtract: Litigation settlement/contingency expense
|
—
|
|
|
(4,026
|
)
|
||
Add/subtract: Restructuring charges, net
|
1,230
|
|
|
(51
|
)
|
||
Add: Valuation adjustment to Visa derivative
|
3,611
|
|
|
2,328
|
|
||
Add: Loss on early extinguishment of debt, net
|
4,592
|
|
|
—
|
|
||
Add: Investment securities losses, net
|
7,659
|
|
|
1,296
|
|
||
Subtract/add: Gain on sale and (increase) decrease in fair value of private equity investments, net
|
(11,607
|
)
|
|
4,743
|
|
||
Subtract: Tax effect of adjustments
|
(9,343
|
)
|
|
(1,008
|
)
|
||
Adjusted net income available to common shareholders
|
$
|
608,480
|
|
|
$
|
430,349
|
|
Add: Amortization of intangibles
|
8,598
|
|
|
893
|
|
||
Adjusted net income available to common shareholders excluding amortization of intangibles
|
$
|
617,078
|
|
|
$
|
431,242
|
|
|
|
|
|
||||
Net income available to common shareholders
|
$
|
540,899
|
|
|
$
|
410,478
|
|
Add: Amortization of intangibles
|
8,598
|
|
|
893
|
|
||
Net income available to common shareholders excluding amortization of intangibles
|
$
|
549,497
|
|
|
$
|
411,371
|
|
|
|
|
|
||||
Total average shareholders' equity less preferred stock
|
$
|
4,384,458
|
|
|
$
|
2,821,311
|
|
Subtract: Goodwill
|
(487,126
|
)
|
|
(57,315
|
)
|
||
Subtract: Other intangible assets, net
|
(65,553
|
)
|
|
(10,424
|
)
|
||
Total average tangible shareholders' equity less preferred stock
|
$
|
3,831,779
|
|
|
$
|
2,753,572
|
|
Return on average common equity
|
12.34
|
%
|
|
14.55
|
%
|
||
Adjusted return on average common equity
|
13.88
|
|
|
15.25
|
|
||
Return on average tangible common equity
|
14.34
|
|
|
14.94
|
|
||
Adjusted return on average tangible common equity
|
16.10
|
|
|
15.66
|
|
||
|
|
|
|
(dollars in thousands)
|
December 31, 2019
|
|
|
CET1 ratio (fully phased-in)
|
|
||
CET1
|
$
|
3,743,459
|
|
Total risk-weighted assets
|
$
|
41,831,642
|
|
Total risk-weighted assets (fully phased-in)
|
$
|
41,903,568
|
|
CET1 ratio
|
8.95
|
%
|
|
CET1 ratio (fully phased-in)
|
8.93
|
|
|
|
|
(1)
|
December 31, 2018 does not include assets and liabilities of FCB which were acquired January 1, 2019.
|
•
|
reviewing the Company’s general reserve methodology for compliance with U.S. generally accepted accounting principles
|
•
|
testing the historical loss level assumptions used in calculating the PD and LGD to evaluate the appropriateness of the data
|
•
|
testing the methodology used for assigning loan risk ratings to consumer loans
|
•
|
testing individual loan risk ratings for a selection of commercial loans by evaluating the appropriateness of the loan risk ratings
|
•
|
determining whether loans are grouped based upon the nature of the loan type and level of inherent risk associated with the various loan categories
|
•
|
testing the loss emergence period assumptions used in calculating the PD and LGD by evaluating (1) the appropriateness of the methodology used to develop those assumptions and (2) the judgments and loss events used when applying the methodology
|
•
|
evaluating the design of the qualitative framework and related assumptions, including the maximum qualitative factor adjustment and the metrics used to allocate the qualitative factor adjustments
|
•
|
reviewing the Company’s methodology to develop the fair value estimates for compliance with U.S. generally accepted accounting principles
|
•
|
testing whether the key assumptions were relevant and reliable given the facts and circumstances associated with the underlying acquired loan portfolio and core deposits
|
|
|
December 31,
|
||||||
(in thousands, except share and per share data)
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
||||
Cash and due from banks
|
|
$
|
535,846
|
|
|
$
|
468,426
|
|
Interest-bearing funds with Federal Reserve Bank
|
|
553,390
|
|
|
641,476
|
|
||
Interest earning deposits with banks
|
|
20,635
|
|
|
19,841
|
|
||
Federal funds sold and securities purchased under resale agreements
|
|
77,047
|
|
|
13,821
|
|
||
Total cash, cash equivalents, restricted cash, and restricted cash equivalents
|
|
1,186,918
|
|
|
1,143,564
|
|
||
Investment securities available for sale, at fair value
|
|
6,778,670
|
|
|
3,991,632
|
|
||
Mortgage loans held for sale, at fair value
|
|
115,173
|
|
|
37,129
|
|
||
Loans, net of deferred fees and costs
|
|
37,162,450
|
|
|
25,946,573
|
|
||
Allowance for loan losses
|
|
(281,402
|
)
|
|
(250,555
|
)
|
||
Loans, net
|
|
36,881,048
|
|
|
25,696,018
|
|
||
Cash surrender value of bank-owned life insurance
|
|
775,665
|
|
|
554,134
|
|
||
Premises and equipment
|
|
493,940
|
|
|
434,307
|
|
||
Goodwill
|
|
497,267
|
|
|
57,315
|
|
||
Other intangible assets
|
|
55,671
|
|
|
9,875
|
|
||
Other assets
|
|
1,418,930
|
|
|
745,218
|
|
||
Total assets
|
|
$
|
48,203,282
|
|
|
$
|
32,669,192
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Deposits:
|
|
|
|
|
||||
Non-interest-bearing deposits
|
|
$
|
9,439,485
|
|
|
$
|
7,650,967
|
|
Interest-bearing deposits
|
|
28,966,019
|
|
|
19,069,355
|
|
||
Total deposits
|
|
38,405,504
|
|
|
26,720,322
|
|
||
Federal funds purchased and securities sold under repurchase agreements
|
|
165,690
|
|
|
237,692
|
|
||
Other short-term borrowings
|
|
1,753,560
|
|
|
650,000
|
|
||
Long-term debt
|
|
2,153,897
|
|
|
1,657,157
|
|
||
Other liabilities
|
|
782,941
|
|
|
270,419
|
|
||
Total liabilities
|
|
43,261,592
|
|
|
29,535,590
|
|
||
Shareholders' Equity
|
|
|
|
|
||||
Preferred Stock - no par value; authorized 100,000,000 shares; issued 22,000,000 and 8,000,000
|
|
537,145
|
|
|
195,140
|
|
||
Common stock - $1.00 par value; authorized 342,857,143 shares; issued 166,800,623 and 143,300,449; outstanding 147,157,596 and 115,865,510
|
|
166,801
|
|
|
143,300
|
|
||
Additional paid-in capital
|
|
3,819,336
|
|
|
3,060,561
|
|
||
Treasury stock, at cost; 19,643,027 and 27,434,939 shares
|
|
(715,560
|
)
|
|
(1,014,746
|
)
|
||
Accumulated other comprehensive income (loss), net
|
|
65,641
|
|
|
(94,420
|
)
|
||
Retained earnings
|
|
1,068,327
|
|
|
843,767
|
|
||
Total shareholders’ equity
|
|
4,941,690
|
|
|
3,133,602
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
48,203,282
|
|
|
$
|
32,669,192
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest income:
|
|
|
|
|
|
|
||||||
Loans, including fees
|
|
$
|
1,817,285
|
|
|
$
|
1,226,648
|
|
|
$
|
1,064,276
|
|
Investment securities available for sale
|
|
208,826
|
|
|
96,928
|
|
|
82,699
|
|
|||
Mortgage loans held for sale
|
|
3,233
|
|
|
1,950
|
|
|
1,926
|
|
|||
Federal Reserve Bank balances
|
|
10,384
|
|
|
10,156
|
|
|
6,470
|
|
|||
Other earning assets
|
|
10,910
|
|
|
8,623
|
|
|
7,126
|
|
|||
Total interest income
|
|
2,050,638
|
|
|
1,344,305
|
|
|
1,162,497
|
|
|||
Interest expense:
|
|
|
|
|
|
|
||||||
Deposits
|
|
356,949
|
|
|
143,871
|
|
|
81,325
|
|
|||
Federal funds purchased, securities sold under repurchase agreements, and other short-term borrowings
|
|
26,185
|
|
|
3,553
|
|
|
950
|
|
|||
Long-term debt
|
|
71,701
|
|
|
48,468
|
|
|
56,913
|
|
|||
Total interest expense
|
|
454,835
|
|
|
195,892
|
|
|
139,188
|
|
|||
Net interest income
|
|
1,595,803
|
|
|
1,148,413
|
|
|
1,023,309
|
|
|||
Provision for loan losses
|
|
87,720
|
|
|
51,697
|
|
|
67,185
|
|
|||
Net interest income after provision for loan losses
|
|
1,508,083
|
|
|
1,096,716
|
|
|
956,124
|
|
|||
Non-interest income:
|
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
|
88,190
|
|
|
80,840
|
|
|
81,419
|
|
|||
Fiduciary and asset management fees
|
|
58,388
|
|
|
54,685
|
|
|
50,485
|
|
|||
Card fees
|
|
45,659
|
|
|
42,503
|
|
|
39,376
|
|
|||
Brokerage revenue
|
|
41,608
|
|
|
35,366
|
|
|
29,266
|
|
|||
Mortgage banking income
|
|
32,599
|
|
|
18,958
|
|
|
22,798
|
|
|||
Capital markets income
|
|
30,529
|
|
|
5,803
|
|
|
5,632
|
|
|||
Income from bank-owned life insurance
|
|
21,226
|
|
|
15,403
|
|
|
13,460
|
|
|||
Cabela's Transaction Fee
|
|
—
|
|
|
—
|
|
|
75,000
|
|
|||
Investment securities losses, net
|
|
(7,659
|
)
|
|
(1,296
|
)
|
|
(289
|
)
|
|||
Other non-interest income
|
|
45,360
|
|
|
27,831
|
|
|
28,180
|
|
|||
Total non-interest income
|
|
355,900
|
|
|
280,093
|
|
|
345,327
|
|
|||
Non-interest expense:
|
|
|
|
|
|
|
||||||
Salaries and other personnel expense
|
|
570,036
|
|
|
453,420
|
|
|
433,321
|
|
|||
Net occupancy and equipment expense
|
|
161,906
|
|
|
130,482
|
|
|
119,964
|
|
|||
Third-party processing and other services
|
|
75,696
|
|
|
58,625
|
|
|
54,708
|
|
|||
Professional fees
|
|
35,300
|
|
|
26,737
|
|
|
26,232
|
|
|||
FDIC insurance and other regulatory fees
|
|
31,696
|
|
|
24,494
|
|
|
27,011
|
|
|||
Advertising expense
|
|
21,371
|
|
|
20,881
|
|
|
22,948
|
|
|||
Merger-related expense
|
|
56,580
|
|
|
10,065
|
|
|
110
|
|
|||
Loss on early extinguishment of debt, net
|
|
4,592
|
|
|
—
|
|
|
23,160
|
|
|||
Other operating expenses
|
|
141,791
|
|
|
104,751
|
|
|
113,859
|
|
|||
Total non-interest expense
|
|
1,098,968
|
|
|
829,455
|
|
|
821,313
|
|
|||
Income before income taxes
|
|
765,015
|
|
|
547,354
|
|
|
480,138
|
|
|||
Income tax expense
|
|
201,235
|
|
|
118,878
|
|
|
204,664
|
|
|||
Net income
|
|
563,780
|
|
|
428,476
|
|
|
275,474
|
|
|||
Less: Preferred stock dividends and redemption charge
|
|
22,881
|
|
|
17,998
|
|
|
10,238
|
|
|||
Net income available to common shareholders
|
|
$
|
540,899
|
|
|
$
|
410,478
|
|
|
$
|
265,236
|
|
Net income per common share, basic
|
|
$
|
3.50
|
|
|
$
|
3.49
|
|
|
$
|
2.19
|
|
Net income per common share, diluted
|
|
3.47
|
|
|
3.47
|
|
|
2.17
|
|
|||
Weighted average common shares outstanding, basic
|
|
154,331
|
|
|
117,644
|
|
|
121,162
|
|
|||
Weighted average common shares outstanding, diluted
|
|
156,058
|
|
|
118,378
|
|
|
122,012
|
|
|||
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||||
(in thousands)
|
Before-tax Amount
|
|
Income Tax
|
|
Net of Tax Amount
|
|
Before-tax Amount
|
|
Income Tax
|
|
Net of Tax Amount
|
|
Before-tax Amount
|
|
Income Tax
|
|
Net of Tax Amount
|
||||||||||||||||||
Net income
|
$
|
765,015
|
|
|
$
|
(201,235
|
)
|
|
$
|
563,780
|
|
|
$
|
547,354
|
|
|
$
|
(118,878
|
)
|
|
$
|
428,476
|
|
|
$
|
480,138
|
|
|
$
|
(204,664
|
)
|
|
$
|
275,474
|
|
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net unrealized gains (losses) arising during the period
|
(8,570
|
)
|
|
2,220
|
|
|
(6,350
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Reclassification adjustment for realized (gains) losses included in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
(50
|
)
|
|
80
|
|
|||||||||
Net change
|
(8,570
|
)
|
|
2,220
|
|
|
(6,350
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
(50
|
)
|
|
80
|
|
|||||||||
Unrealized gains (losses) on investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net unrealized gains (losses) arising during the period
|
217,501
|
|
|
(56,331
|
)
|
|
161,170
|
|
|
(44,565
|
)
|
|
11,542
|
|
|
(33,023
|
)
|
|
1,038
|
|
|
(362
|
)
|
|
676
|
|
|||||||||
Reclassification adjustment for realized (gains) losses included in net income
|
7,659
|
|
|
(1,984
|
)
|
|
5,675
|
|
|
1,296
|
|
|
(336
|
)
|
|
960
|
|
|
289
|
|
|
(111
|
)
|
|
178
|
|
|||||||||
Net change
|
225,160
|
|
|
(58,315
|
)
|
|
166,845
|
|
|
(43,269
|
)
|
|
11,206
|
|
|
(32,063
|
)
|
|
1,327
|
|
|
(473
|
)
|
|
854
|
|
|||||||||
Post-retirement unfunded health benefit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Actuarial gains (losses), net arising during the period
|
(510
|
)
|
|
132
|
|
|
(378
|
)
|
|
(46
|
)
|
|
12
|
|
|
(34
|
)
|
|
61
|
|
|
(23
|
)
|
|
38
|
|
|||||||||
Reclassification adjustment for realized (gains) losses included in net income
|
(70
|
)
|
|
14
|
|
|
(56
|
)
|
|
(132
|
)
|
|
34
|
|
|
(98
|
)
|
|
(110
|
)
|
|
43
|
|
|
(67
|
)
|
|||||||||
Net change
|
(580
|
)
|
|
146
|
|
|
(434
|
)
|
|
(178
|
)
|
|
46
|
|
|
(132
|
)
|
|
(49
|
)
|
|
20
|
|
|
(29
|
)
|
|||||||||
Total other comprehensive income (loss)
|
$
|
216,010
|
|
|
$
|
(55,949
|
)
|
|
$
|
160,061
|
|
|
$
|
(43,447
|
)
|
|
$
|
11,252
|
|
|
$
|
(32,195
|
)
|
|
$
|
1,408
|
|
|
$
|
(503
|
)
|
|
$
|
905
|
|
Comprehensive income
|
|
|
|
|
|
$
|
723,841
|
|
|
|
|
|
|
|
$
|
396,281
|
|
|
|
|
|
|
|
$
|
276,379
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except per share data)
|
Preferred Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
AOCI
|
|
Retained Earnings
|
|
Total
|
||||||||||||||
Balance at December 31, 2016
|
$
|
125,980
|
|
|
$
|
142,026
|
|
|
$
|
3,028,405
|
|
|
$
|
(664,595
|
)
|
|
$
|
(55,659
|
)
|
|
$
|
351,767
|
|
|
$
|
2,927,924
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
275,474
|
|
|
275,474
|
|
|||||||
Other comprehensive income, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
905
|
|
|
—
|
|
|
905
|
|
|||||||
Cash dividends declared on common stock - $0.60 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72,506
|
)
|
|
(72,506
|
)
|
|||||||
Cash dividends declared on preferred stock(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,238
|
)
|
|
(10,238
|
)
|
|||||||
Repurchases of common stock including costs to repurchase
|
—
|
|
|
—
|
|
|
—
|
|
|
(175,079
|
)
|
|
—
|
|
|
—
|
|
|
(175,079
|
)
|
|||||||
Issuance of common stock for earnout payment
|
—
|
|
|
118
|
|
|
5,342
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,460
|
|
|||||||
Restricted share unit vesting and taxes paid related to net share settlement
|
—
|
|
|
336
|
|
|
(8,039
|
)
|
|
—
|
|
|
—
|
|
|
(290
|
)
|
|
(7,993
|
)
|
|||||||
Stock options exercised
|
—
|
|
|
198
|
|
|
3,242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,440
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
14,179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,179
|
|
|||||||
Balance at December 31, 2017
|
$
|
125,980
|
|
|
$
|
142,678
|
|
|
$
|
3,043,129
|
|
|
$
|
(839,674
|
)
|
|
$
|
(54,754
|
)
|
|
$
|
544,207
|
|
|
$
|
2,961,566
|
|
Cumulative-effect adjustment from adoption of ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(685
|
)
|
|
(685
|
)
|
|||||||
Reclassification from adoption of ASU 2018-02
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,588
|
)
|
|
7,588
|
|
|
—
|
|
|||||||
Cumulative effect adjustment from adoption of ASU 2016-01
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117
|
|
|
(117
|
)
|
|
—
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
428,476
|
|
|
428,476
|
|
|||||||
Other comprehensive (loss), net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,195
|
)
|
|
—
|
|
|
(32,195
|
)
|
|||||||
Cash dividends declared on common stock - $1.00 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117,355
|
)
|
|
(117,355
|
)
|
|||||||
Cash dividends declared on preferred stock(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,978
|
)
|
|
(13,978
|
)
|
|||||||
Redemption of Series C Preferred Stock
|
(125,980
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,020
|
)
|
|
(130,000
|
)
|
|||||||
Issuance of Series D Preferred Stock, net of issuance costs
|
195,140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195,140
|
|
|||||||
Repurchases of common stock including costs to repurchase
|
—
|
|
|
—
|
|
|
—
|
|
|
(175,072
|
)
|
|
—
|
|
|
—
|
|
|
(175,072
|
)
|
|||||||
Issuance of common stock for earnout payment
|
—
|
|
|
199
|
|
|
7,228
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,427
|
|
|||||||
Restricted share unit vesting and taxes paid related to net share settlement
|
—
|
|
|
297
|
|
|
(8,452
|
)
|
|
—
|
|
|
—
|
|
|
(349
|
)
|
|
(8,504
|
)
|
|||||||
Stock options exercised
|
—
|
|
|
126
|
|
|
2,013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,139
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
16,643
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,643
|
|
|||||||
Balance at December 31, 2018
|
$
|
195,140
|
|
|
$
|
143,300
|
|
|
$
|
3,060,561
|
|
|
$
|
(1,014,746
|
)
|
|
$
|
(94,420
|
)
|
|
$
|
843,767
|
|
|
$
|
3,133,602
|
|
Cumulative-effect adjustment from adoption of ASU 2016-02
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,270
|
|
|
4,270
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
563,780
|
|
|
563,780
|
|
|||||||
Other comprehensive income, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160,061
|
|
|
—
|
|
|
160,061
|
|
|||||||
FCB Acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Issuance of common stock, net of issuance costs
|
—
|
|
|
22,043
|
|
|
682,103
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
704,146
|
|
|||||||
Common stock reissued
|
—
|
|
|
—
|
|
|
—
|
|
|
1,014,746
|
|
|
—
|
|
|
(137,176
|
)
|
|
877,570
|
|
|||||||
Fair value of exchanged equity awards and warrants attributed to purchase price
|
—
|
|
|
—
|
|
|
43,972
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,972
|
|
|||||||
Cash dividends declared on common stock - $1.20 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(183,091
|
)
|
|
(183,091
|
)
|
|||||||
Cash dividends declared on preferred stock(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,881
|
)
|
|
(22,881
|
)
|
|||||||
Issuance of Series E Preferred Stock, net of issuance costs
|
342,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
342,005
|
|
|||||||
Repurchases of common stock including costs to repurchase
|
—
|
|
|
—
|
|
|
—
|
|
|
(725,398
|
)
|
|
—
|
|
|
—
|
|
|
(725,398
|
)
|
|||||||
Issuance of common stock for earnout payment
|
—
|
|
|
344
|
|
|
11,502
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,846
|
|
|||||||
Restricted share unit vesting and taxes paid related to net share settlement
|
—
|
|
|
302
|
|
|
(8,831
|
)
|
|
—
|
|
|
—
|
|
|
(326
|
)
|
|
(8,855
|
)
|
|||||||
Stock options exercised
|
—
|
|
|
812
|
|
|
15,364
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,176
|
|
|||||||
Warrants exercised with net settlement and common stock reissued
|
—
|
|
|
—
|
|
|
(9,822
|
)
|
|
9,838
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
24,487
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,487
|
|
|||||||
Balance at December 31, 2019
|
$
|
537,145
|
|
|
$
|
166,801
|
|
|
$
|
3,819,336
|
|
|
$
|
(715,560
|
)
|
|
$
|
65,641
|
|
|
$
|
1,068,327
|
|
|
$
|
4,941,690
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
For the year ended December 31, 2019, dividends per share were $1.58 and $0.73 for Series D and Series E Preferred Stock, respectively. For the year ended December 31, 2018, dividends per share were $1.48 and $0.79 for Series C and Series D Preferred Stock, respectively. For the year ended December 31, 2017, dividends per share were $1.97 for Series C Preferred Stock.
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019(1)
|
|
2018
|
|
2017
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
563,780
|
|
|
$
|
428,476
|
|
|
$
|
275,474
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision for loan losses
|
87,720
|
|
|
51,697
|
|
|
67,185
|
|
|||
Depreciation, amortization, and accretion, net
|
8,079
|
|
|
55,172
|
|
|
59,121
|
|
|||
Deferred income tax expense
|
86,633
|
|
|
36,215
|
|
|
231,056
|
|
|||
Originations of mortgage loans held for sale
|
(872,105
|
)
|
|
(543,073
|
)
|
|
(622,564
|
)
|
|||
Proceeds from sales of mortgage loans held for sale
|
816,223
|
|
|
565,672
|
|
|
642,193
|
|
|||
Gain on sales of mortgage loans held for sale, net
|
(21,448
|
)
|
|
(12,291
|
)
|
|
(13,450
|
)
|
|||
Increase in other assets
|
(127,636
|
)
|
|
(83,957
|
)
|
|
(74,090
|
)
|
|||
Increase in other liabilities
|
43,066
|
|
|
22,202
|
|
|
28,651
|
|
|||
Investment securities losses, net
|
7,659
|
|
|
1,296
|
|
|
289
|
|
|||
Loss on early extinguishment of debt, net
|
4,592
|
|
|
—
|
|
|
23,160
|
|
|||
Share-based compensation expense
|
24,487
|
|
|
16,643
|
|
|
14,179
|
|
|||
Net cash provided by operating activities
|
621,050
|
|
|
538,052
|
|
|
631,204
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Net cash received in business combination, net of cash paid
|
201,100
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from maturities and principal collections of investment securities available for sale
|
1,102,651
|
|
|
603,099
|
|
|
632,875
|
|
|||
Proceeds from sales of investment securities available for sale
|
2,923,787
|
|
|
35,066
|
|
|
812,293
|
|
|||
Purchases of investment securities available for sale
|
(4,300,021
|
)
|
|
(700,194
|
)
|
|
(1,729,902
|
)
|
|||
Proceeds from sales of loans
|
74,123
|
|
|
22,915
|
|
|
42,726
|
|
|||
Purchases of loans
|
(667,954
|
)
|
|
(265,934
|
)
|
|
(494,687
|
)
|
|||
Proceeds from sales of other real estate and other assets
|
19,907
|
|
|
12,854
|
|
|
17,480
|
|
|||
Net increase in loans excluding loans acquired in business combination
|
(1,361,693
|
)
|
|
(969,326
|
)
|
|
(565,895
|
)
|
|||
Net (purchases) redemptions of Federal Home Loan Bank stock
|
(55,335
|
)
|
|
(25,500
|
)
|
|
7,438
|
|
|||
Net (purchases) redemptions of Federal Reserve Bank stock
|
(45,856
|
)
|
|
(282
|
)
|
|
2,984
|
|
|||
Proceeds from settlement (purchases) of bank-owned life insurance policies
|
16,637
|
|
|
2,412
|
|
|
(148,110
|
)
|
|||
Net increase in premises and equipment
|
(61,208
|
)
|
|
(53,159
|
)
|
|
(51,106
|
)
|
|||
Net cash used in investing activities
|
(2,153,862
|
)
|
|
(1,338,049
|
)
|
|
(1,473,904
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Net increase in deposits
|
797,612
|
|
|
571,897
|
|
|
1,499,085
|
|
|||
Net (decrease) increase in federal funds purchased and securities sold under repurchase agreements
|
(101,142
|
)
|
|
76,502
|
|
|
1,491
|
|
|||
Net increase in other short-term borrowings
|
1,103,560
|
|
|
550,000
|
|
|
100,000
|
|
|||
Repayments and redemption of long-term debt
|
(157,226
|
)
|
|
(2,230,052
|
)
|
|
(2,350,422
|
)
|
|||
Proceeds from issuance of long-term debt, net
|
497,045
|
|
|
2,280,000
|
|
|
1,771,866
|
|
|||
Dividends paid to common shareholders
|
(167,923
|
)
|
|
(106,224
|
)
|
|
(54,670
|
)
|
|||
Dividends paid to preferred shareholders
|
(17,741
|
)
|
|
(13,978
|
)
|
|
(10,238
|
)
|
|||
Proceeds from issuance of preferred stock
|
342,005
|
|
|
195,140
|
|
|
—
|
|
|||
Redemption of preferred stock
|
—
|
|
|
(130,000
|
)
|
|
—
|
|
|||
Stock options and warrants exercised
|
16,176
|
|
|
2,139
|
|
|
3,440
|
|
|||
Earnout payment
|
(1,947
|
)
|
|
(1,220
|
)
|
|
(892
|
)
|
|||
Repurchase of common stock
|
(725,398
|
)
|
|
(175,072
|
)
|
|
(175,079
|
)
|
|||
Taxes paid related to net share settlement of equity awards
|
(8,855
|
)
|
|
(8,504
|
)
|
|
(7,993
|
)
|
|||
Net cash provided by financing activities
|
1,576,166
|
|
|
1,010,628
|
|
|
776,588
|
|
|||
Increase (decrease) in cash and cash equivalents including restricted cash
|
43,354
|
|
|
210,631
|
|
|
(66,112
|
)
|
|||
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of year
|
1,143,564
|
|
|
932,933
|
|
|
999,045
|
|
|||
Cash, cash equivalents, restricted cash, and restricted cash equivalents at end of year
|
$
|
1,186,918
|
|
|
$
|
1,143,564
|
|
|
$
|
932,933
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Income taxes paid
|
$
|
101,781
|
|
|
$
|
41,008
|
|
|
$
|
18,040
|
|
Interest paid
|
464,712
|
|
|
180,241
|
|
|
143,237
|
|
|||
Non-cash Activities:
|
|
|
|
|
|
||||||
Common stock issued, treasury stock reissued, equity awards/warrants exchanged to acquire FCB
|
1,625,688
|
|
|
—
|
|
|
—
|
|
|||
Loans foreclosed and transferred to other real estate
|
19,423
|
|
|
13,168
|
|
|
7,154
|
|
|||
Premises and equipment transferred to other assets held for sale
|
6,139
|
|
|
896
|
|
|
7,733
|
|
|||
Loans transferred to (from) other loans held for sale at fair value, net
|
72,707
|
|
|
12,568
|
|
|
52,829
|
|
|||
Dividends declared on common stock during the year but paid after year-end
|
44,143
|
|
|
28,966
|
|
|
17,835
|
|
|||
Dividends declared on preferred stock during the year but paid after year-end
|
5,141
|
|
|
—
|
|
|
—
|
|
|||
Settlement of earnout payment with shares of common stock
|
11,846
|
|
|
7,427
|
|
|
5,460
|
|
|||
ASU 2016-01 equity investment securities available for sale transferred to other assets
|
—
|
|
|
3,162
|
|
|
—
|
|
|||
|
|
|
|
|
|
(1)
|
Where applicable, changes for balances as of December 31, 2019, compared to December 31, 2018, exclude amounts acquired on the Acquisition Date.
|
•
|
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 graded 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
|
|
Level 1
|
Quoted prices (unadjusted) in active markets for identical assets and liabilities for the instrument or security to be valued.
|
|
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 3
|
Unobservable inputs that are supported by little, if any, market activity for the asset or liability.
|
•
|
a Discounted Cash Flow methodology with pool level annualized probability of default/ loss given default;
|
•
|
an internally developed macroeconomic forecast for the reasonable and supportable ("R&S") forecast period;
|
•
|
an initial R&S forecast period of two years;
|
•
|
a reversion period of one year (applied after the R&S period) using a straight-line approach; and
|
•
|
expected prepayment rates based on historical experience.
|
•
|
the establishment of reserves for acquired loans independent of the fair value discount;
|
•
|
longer duration consumer loans, due to the difference between loss emergence periods currently used versus the remaining life of the asset required under CECL; and
|
•
|
additions to existing reserves, included in other liabilities, for unfunded lending-related commitments due to the consideration under CECL of expected utilization over the life of such commitments.
|
(1)
|
Based on Synovus' closing stock price of $31.99 on December 31, 2018.
|
(in thousands)
|
Actual from Acquisition Date (January 1, 2019) through December 31, 2019(1)
|
|
Pro Forma for the Year Ended December 31, 2018 (unaudited)
|
||||
Net interest income
|
$
|
1,595,803
|
|
|
$
|
1,570,928
|
|
Non-interest income
|
355,900
|
|
|
313,584
|
|
||
Income before income taxes
|
765,015
|
|
|
817,212
|
|
||
Net income available to common shareholders
|
540,899
|
|
|
617,812
|
|
||
|
|
|
|
|
Years Ended December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Employment compensation agreements, severance, and other employee benefit costs
|
$
|
33,127
|
|
|
$
|
325
|
|
Professional fees
|
17,453
|
|
|
8,207
|
|
||
All other expense(1)
|
6,000
|
|
|
1,533
|
|
||
Total merger-related expense
|
$
|
56,580
|
|
|
$
|
10,065
|
|
|
|
|
|
|
|
December 31, 2019
|
||||||||||||||
(in thousands)
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
U.S. Treasury securities
|
|
$
|
19,855
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,855
|
|
U.S. Government agency securities
|
|
35,499
|
|
|
1,042
|
|
|
—
|
|
|
36,541
|
|
||||
Mortgage-backed securities issued by U.S. Government agencies
|
|
56,328
|
|
|
560
|
|
|
(72
|
)
|
|
56,816
|
|
||||
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
5,079,396
|
|
|
103,495
|
|
|
(2,076
|
)
|
|
5,180,815
|
|
||||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
|
629,706
|
|
|
7,349
|
|
|
(204
|
)
|
|
636,851
|
|
||||
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises
|
|
357,291
|
|
|
14,301
|
|
|
—
|
|
|
371,592
|
|
||||
State and municipal securities
|
|
2,069
|
|
|
6
|
|
|
—
|
|
|
2,075
|
|
||||
Asset-backed securities
|
|
323,237
|
|
|
4,315
|
|
|
(152
|
)
|
|
327,400
|
|
||||
Corporate debt and other debt securities
|
|
144,410
|
|
|
2,317
|
|
|
(2
|
)
|
|
146,725
|
|
||||
Total investment securities available for sale
|
|
$
|
6,647,791
|
|
|
$
|
133,385
|
|
|
$
|
(2,506
|
)
|
|
$
|
6,778,670
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31, 2018
|
||||||||||||||
(in thousands)
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
U.S. Treasury securities
|
|
$
|
123,436
|
|
|
$
|
—
|
|
|
$
|
(1,359
|
)
|
|
$
|
122,077
|
|
U.S. Government agency securities
|
|
38,021
|
|
|
361
|
|
|
—
|
|
|
38,382
|
|
||||
Mortgage-backed securities issued by U.S. Government agencies
|
|
100,060
|
|
|
172
|
|
|
(3,027
|
)
|
|
97,205
|
|
||||
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
2,460,498
|
|
|
1,981
|
|
|
(63,829
|
)
|
|
2,398,650
|
|
||||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
|
1,215,406
|
|
|
2,997
|
|
|
(29,885
|
)
|
|
1,188,518
|
|
||||
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises
|
|
131,492
|
|
|
613
|
|
|
(2,240
|
)
|
|
129,865
|
|
||||
Corporate debt and other debt securities
|
|
17,000
|
|
|
150
|
|
|
(215
|
)
|
|
16,935
|
|
||||
Total investment securities available for sale
|
|
$
|
4,085,913
|
|
|
$
|
6,274
|
|
|
$
|
(100,555
|
)
|
|
$
|
3,991,632
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
||||||||||||||||||||||
|
|
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
|
|
$
|
19,543
|
|
|
$
|
(70
|
)
|
|
$
|
355
|
|
|
$
|
(2
|
)
|
|
$
|
19,898
|
|
|
$
|
(72
|
)
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
768,040
|
|
|
(2,076
|
)
|
|
—
|
|
|
—
|
|
|
768,040
|
|
|
(2,076
|
)
|
||||||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
|
57,670
|
|
|
(204
|
)
|
|
—
|
|
|
—
|
|
|
57,670
|
|
|
(204
|
)
|
||||||
Asset-backed securities
|
|
37,156
|
|
|
(116
|
)
|
|
4,954
|
|
|
(36
|
)
|
|
42,110
|
|
|
(152
|
)
|
||||||
Corporate debt and other debt securities
|
|
9,505
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
9,505
|
|
|
(2
|
)
|
||||||
Total
|
|
$
|
891,914
|
|
|
$
|
(2,468
|
)
|
|
$
|
5,309
|
|
|
$
|
(38
|
)
|
|
$
|
897,223
|
|
|
$
|
(2,506
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
December 31, 2018
|
||||||||||||||||||||||
|
|
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
|
|
$
|
39,031
|
|
|
$
|
(118
|
)
|
|
$
|
63,570
|
|
|
$
|
(1,241
|
)
|
|
$
|
102,601
|
|
|
$
|
(1,359
|
)
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
2,059
|
|
|
(2
|
)
|
|
79,736
|
|
|
(3,025
|
)
|
|
81,795
|
|
|
(3,027
|
)
|
||||||
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
130,432
|
|
|
(700
|
)
|
|
2,105,358
|
|
|
(63,129
|
)
|
|
2,235,790
|
|
|
(63,829
|
)
|
||||||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
|
—
|
|
|
—
|
|
|
964,732
|
|
|
(29,885
|
)
|
|
964,732
|
|
|
(29,885
|
)
|
||||||
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises
|
|
58,998
|
|
|
(1,298
|
)
|
|
44,220
|
|
|
(942
|
)
|
|
103,218
|
|
|
(2,240
|
)
|
||||||
Corporate debt and other debt securities
|
|
—
|
|
|
—
|
|
|
1,785
|
|
|
(215
|
)
|
|
1,785
|
|
|
(215
|
)
|
||||||
Total
|
|
$
|
230,520
|
|
|
$
|
(2,118
|
)
|
|
$
|
3,259,401
|
|
|
$
|
(98,437
|
)
|
|
$
|
3,489,921
|
|
|
$
|
(100,555
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution of Maturities at December 31, 2019
|
||||||||||||||||||
(in thousands)
|
|
Within One
Year
|
|
1 to 5
Years
|
|
5 to 10
Years
|
|
More Than
10 Years
|
|
Total
|
||||||||||
Amortized Cost
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$
|
19,855
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,855
|
|
U.S. Government agency securities
|
|
585
|
|
|
4,927
|
|
|
29,987
|
|
|
—
|
|
|
35,499
|
|
|||||
Mortgage-backed securities issued by U.S. Government agencies
|
|
—
|
|
|
1,625
|
|
|
1,022
|
|
|
53,681
|
|
|
56,328
|
|
|||||
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
—
|
|
|
622
|
|
|
100,462
|
|
|
4,978,312
|
|
|
5,079,396
|
|
|||||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
|
—
|
|
|
—
|
|
|
320
|
|
|
629,386
|
|
|
629,706
|
|
|||||
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises
|
|
—
|
|
|
141,867
|
|
|
129,205
|
|
|
86,219
|
|
|
357,291
|
|
|||||
State and municipal securities
|
|
—
|
|
|
—
|
|
|
1,059
|
|
|
1,010
|
|
|
2,069
|
|
|||||
Asset-backed securities
|
|
—
|
|
|
—
|
|
|
281,429
|
|
|
41,808
|
|
|
323,237
|
|
|||||
Corporate debt and other debt securities
|
|
24,204
|
|
|
109,601
|
|
|
8,605
|
|
|
2,000
|
|
|
144,410
|
|
|||||
Total amortized cost
|
|
$
|
44,644
|
|
|
$
|
258,642
|
|
|
$
|
552,089
|
|
|
$
|
5,792,416
|
|
|
$
|
6,647,791
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fair Value
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$
|
19,855
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,855
|
|
U.S. Government agency securities
|
|
587
|
|
|
4,951
|
|
|
31,003
|
|
|
—
|
|
|
36,541
|
|
|||||
Mortgage-backed securities issued by U.S. Government agencies
|
|
—
|
|
|
1,649
|
|
|
1,046
|
|
|
54,121
|
|
|
56,816
|
|
|||||
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
—
|
|
|
639
|
|
|
102,866
|
|
|
5,077,310
|
|
|
5,180,815
|
|
|||||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
|
—
|
|
|
—
|
|
|
327
|
|
|
636,524
|
|
|
636,851
|
|
|||||
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises
|
|
—
|
|
|
145,129
|
|
|
135,899
|
|
|
90,564
|
|
|
371,592
|
|
|||||
State and municipal securities
|
|
—
|
|
|
—
|
|
|
1,060
|
|
|
1,015
|
|
|
2,075
|
|
|||||
Asset-backed securities
|
|
—
|
|
|
—
|
|
|
284,976
|
|
|
42,424
|
|
|
327,400
|
|
|||||
Corporate debt and other debt securities
|
|
24,266
|
|
|
111,511
|
|
|
8,843
|
|
|
2,105
|
|
|
146,725
|
|
|||||
Total fair value
|
|
$
|
44,708
|
|
|
$
|
263,879
|
|
|
$
|
566,020
|
|
|
$
|
5,904,063
|
|
|
$
|
6,778,670
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Proceeds from sales of investment securities available for sale
|
|
$
|
2,923,787
|
|
|
$
|
35,066
|
|
|
$
|
812,293
|
|
Gross realized gains on sales
|
|
$
|
10,370
|
|
|
$
|
—
|
|
|
$
|
7,942
|
|
Gross realized losses on sales
|
|
(18,029
|
)
|
|
(1,296
|
)
|
|
(8,231
|
)
|
|||
Investment securities (losses) gains, net
|
|
$
|
(7,659
|
)
|
|
$
|
(1,296
|
)
|
|
$
|
(289
|
)
|
|
|
|
|
|
|
|
|
December 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
(in thousands)
|
Total Loans
|
|
Total Originated Loans
|
|
Total Acquired Loans(1)
|
|
Total Loans
|
||||||||
Commercial, financial, and agricultural
|
$
|
10,252,859
|
|
|
$
|
8,587,087
|
|
|
$
|
1,665,772
|
|
|
$
|
7,449,698
|
|
Owner-occupied
|
6,529,811
|
|
|
5,610,592
|
|
|
919,219
|
|
|
5,331,508
|
|
||||
Total commercial and industrial
|
16,782,670
|
|
|
14,197,679
|
|
|
2,584,991
|
|
|
12,781,206
|
|
||||
Investment properties
|
9,042,679
|
|
|
6,495,903
|
|
|
2,546,776
|
|
|
5,560,951
|
|
||||
1-4 family properties
|
780,015
|
|
|
627,182
|
|
|
152,833
|
|
|
679,870
|
|
||||
Land and development
|
657,790
|
|
|
461,691
|
|
|
196,099
|
|
|
323,670
|
|
||||
Total commercial real estate
|
10,480,484
|
|
|
7,584,776
|
|
|
2,895,708
|
|
|
6,564,491
|
|
||||
Consumer mortgages
|
5,546,368
|
|
|
3,629,633
|
|
|
1,916,735
|
|
|
2,934,235
|
|
||||
Home equity lines
|
1,713,157
|
|
|
1,655,096
|
|
|
58,061
|
|
|
1,515,796
|
|
||||
Credit cards
|
268,841
|
|
|
268,841
|
|
|
—
|
|
|
258,245
|
|
||||
Other consumer loans
|
2,396,294
|
|
|
2,387,749
|
|
|
8,545
|
|
|
1,916,743
|
|
||||
Total consumer
|
9,924,660
|
|
|
7,941,319
|
|
|
1,983,341
|
|
|
6,625,019
|
|
||||
Total loans
|
37,187,814
|
|
|
29,723,774
|
|
|
7,464,040
|
|
|
25,970,716
|
|
||||
Deferred fees and costs, net
|
(25,364
|
)
|
|
(25,364
|
)
|
|
—
|
|
|
(24,143
|
)
|
||||
Total loans, net of deferred fees and costs
|
$
|
37,162,450
|
|
|
$
|
29,698,410
|
|
|
$
|
7,464,040
|
|
|
$
|
25,946,573
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents $9.29 billion (at fair value) of loans acquired from FCB, net of paydowns and payoffs including maturities since Acquisition Date.
|
(1)
|
Total before net deferred fees and costs of $25.4 million.
|
(2)
|
Acquired loans accounted for under ASC 310-30 include $1.8 million in non-accruing loans, $9.6 million in accruing 90 days or greater past due loans, and $42.5 million in accruing 30-89 days past due loans.
|
(3)
|
Represents $9.29 billion (at fair value) of loans acquired from FCB, net of paydowns and payoffs including maturities since Acquisition Date.
|
(4)
|
Total before net deferred fees and costs of $24.1 million.
|
(2)
|
The loans within this risk grade are on non-accrual status and generally have an ALL equal to 50% of the loan amount.
|
(3)
|
The loans within this risk grade are on non-accrual status and have an ALL equal to the full loan amount.
|
(4)
|
Represent amounts that were 120 days past due. These credits are downgraded to the Loss category with an ALL equal to the full loan amount and are generally charged off upon reaching 181 days past due in accordance with the FFIEC Retail Credit Classification Policy.
|
(5)
|
Total before net deferred fees and costs of $25.4 million.
|
(6)
|
Represents $9.29 billion (at fair value) of loans acquired from FCB, net of paydowns and payoffs including maturities since Acquisition Date.
|
(7)
|
Total before net deferred fees and costs of $24.1 million.
|
(in thousands)
|
ASC 310-30 Loans
|
||
Contractually required principal and interest at acquisition
|
$
|
8,377,942
|
|
Non-accretable difference (expected losses and foregone interest)
|
(163,147
|
)
|
|
Cash flows expected to be collected at acquisition
|
8,214,795
|
|
|
Accretable yield
|
(1,066,689
|
)
|
|
Basis in ASC 310-30 loans at acquisition
|
$
|
7,148,106
|
|
|
|
(in thousands)
|
Year Ended December 31, 2019
|
||
Beginning balance
|
$
|
—
|
|
Additions
|
1,066,689
|
|
|
Transfers from non-accretable difference to accretable yield(1)
|
28,001
|
|
|
Accretion
|
(346,820
|
)
|
|
Changes in expected cash flows not affecting non-accretable differences(2)
|
(10,739
|
)
|
|
Ending balance
|
$
|
737,131
|
|
|
|
Allowance for Loan Losses and Recorded Investment in Loans
|
|
As Of and For The Year Ended December 31, 2019
|
||||||||||||||
(in thousands)
|
|
Commercial & Industrial
|
|
Commercial Real Estate
|
|
Consumer
|
|
Total
|
||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
$
|
133,123
|
|
|
$
|
68,796
|
|
|
$
|
48,636
|
|
|
$
|
250,555
|
|
Charge-offs
|
|
(49,572
|
)
|
|
(5,540
|
)
|
|
(24,023
|
)
|
|
(79,135
|
)
|
||||
Recoveries
|
|
7,827
|
|
|
8,618
|
|
|
5,078
|
|
|
21,523
|
|
||||
Provision for (reversal of) loan losses
|
|
53,665
|
|
|
(4,444
|
)
|
|
38,499
|
|
|
87,720
|
|
||||
Transfer of unfunded commitment reserve
|
|
739
|
|
|
—
|
|
|
—
|
|
|
739
|
|
||||
Ending balance
|
|
$
|
145,782
|
|
|
$
|
67,430
|
|
|
$
|
68,190
|
|
|
$
|
281,402
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
12,326
|
|
|
$
|
1,047
|
|
|
$
|
777
|
|
|
$
|
14,150
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
132,871
|
|
|
$
|
66,383
|
|
|
$
|
67,290
|
|
|
$
|
266,544
|
|
Ending balance: allowance for acquired loans accounted under ASC 310-30
|
|
$
|
585
|
|
|
$
|
—
|
|
|
123
|
|
|
$
|
708
|
|
|
Loans
|
|
|
|
|
|
|
|
|
||||||||
Ending balance: total loans(1)
|
|
$
|
16,782,670
|
|
|
$
|
10,480,484
|
|
|
$
|
9,924,660
|
|
|
$
|
37,187,814
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
128,385
|
|
|
$
|
24,862
|
|
|
$
|
31,837
|
|
|
$
|
185,084
|
|
Ending balance: collectively evaluated for impairment(2)
|
|
$
|
14,811,954
|
|
|
$
|
8,599,452
|
|
|
$
|
8,033,990
|
|
|
$
|
31,445,396
|
|
Ending balance: acquired loans accounted for under ASC 310-30(3)
|
|
$
|
1,842,331
|
|
|
$
|
1,856,170
|
|
|
$
|
1,858,833
|
|
|
$
|
5,557,334
|
|
|
|
|
|
|
|
|
|
|
|
|
As Of and For The Year Ended December 31, 2018
|
||||||||||||||
(in thousands)
|
|
Commercial & Industrial
|
|
Commercial Real Estate
|
|
Consumer
|
|
Total
|
||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
$
|
126,803
|
|
|
$
|
74,998
|
|
|
$
|
47,467
|
|
|
$
|
249,268
|
|
Charge-offs
|
|
(48,775
|
)
|
|
(4,408
|
)
|
|
(20,871
|
)
|
|
(74,054
|
)
|
||||
Recoveries
|
|
7,165
|
|
|
10,188
|
|
|
6,291
|
|
|
23,644
|
|
||||
Provision for (reversal of) loan losses
|
|
47,930
|
|
|
(11,982
|
)
|
|
15,749
|
|
|
51,697
|
|
||||
Ending balance(4)
|
|
$
|
133,123
|
|
|
$
|
68,796
|
|
|
$
|
48,636
|
|
|
$
|
250,555
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
10,207
|
|
|
$
|
2,598
|
|
|
$
|
744
|
|
|
$
|
13,549
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
122,916
|
|
|
$
|
66,198
|
|
|
$
|
47,892
|
|
|
$
|
237,006
|
|
Loans
|
|
|
|
|
|
|
|
|
||||||||
Ending balance: total loans(4)(5)
|
|
$
|
12,781,206
|
|
|
$
|
6,564,491
|
|
|
$
|
6,625,019
|
|
|
$
|
25,970,716
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
105,422
|
|
|
$
|
33,198
|
|
|
$
|
28,306
|
|
|
$
|
166,926
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
12,675,784
|
|
|
$
|
6,531,293
|
|
|
$
|
6,596,713
|
|
|
$
|
25,803,790
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
As Of and For The Year Ended December 31, 2017
|
||||||||||||||
(in thousands)
|
|
Commercial & Industrial
|
|
Commercial Real Estate
|
|
Consumer
|
|
Total
|
||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
$
|
125,778
|
|
|
$
|
81,816
|
|
|
$
|
44,164
|
|
|
$
|
251,758
|
|
Charge-offs
|
|
(49,244
|
)
|
|
(12,193
|
)
|
|
(28,982
|
)
|
|
(90,419
|
)
|
||||
Recoveries
|
|
6,685
|
|
|
8,026
|
|
|
6,033
|
|
|
20,744
|
|
||||
Provision for (reversal of) loan losses
|
|
43,584
|
|
|
(2,651
|
)
|
|
26,252
|
|
|
67,185
|
|
||||
Ending balance(4)
|
|
$
|
126,803
|
|
|
$
|
74,998
|
|
|
$
|
47,467
|
|
|
$
|
249,268
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
9,515
|
|
|
$
|
4,240
|
|
|
$
|
1,153
|
|
|
$
|
14,908
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
117,288
|
|
|
$
|
70,758
|
|
|
$
|
46,314
|
|
|
$
|
234,360
|
|
Loans
|
|
|
|
|
|
|
|
|
||||||||
Ending balance: total loans(4)(6)
|
|
$
|
12,023,650
|
|
|
$
|
6,935,288
|
|
|
$
|
5,853,857
|
|
|
$
|
24,812,795
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
111,334
|
|
|
$
|
56,896
|
|
|
$
|
32,056
|
|
|
$
|
200,286
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
11,912,316
|
|
|
$
|
6,878,392
|
|
|
$
|
5,821,801
|
|
|
$
|
24,612,509
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Total before net deferred fees and costs of $25.4 million.
|
(2)
|
These loans are presented net of remaining fair value discount of $5.0 million at December 31, 2019.
|
(3)
|
These loans are presented net of remaining fair value discount of $90.3 million at December 31, 2019.
|
(4)
|
As of and for the years ended December 31, 2018, and 2017, there were no PCI loans and no ALL for PCI loans.
|
(5)
|
Total before net deferred fees and costs of $24.1 million.
|
(6)
|
Total before net deferred fees and costs of $25.3 million.
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
(in thousands)
|
|
Average Recorded Investment
|
Interest Income Recognized(1)
|
|
Average Recorded Investment
|
Interest Income Recognized(1)
|
|
Average Recorded Investment
|
Interest Income Recognized(1)
|
||||||||||||
Commercial, financial and agricultural
|
|
$
|
81,960
|
|
$
|
2,962
|
|
|
$
|
65,976
|
|
$
|
2,316
|
|
|
$
|
72,154
|
|
$
|
2,127
|
|
Owner-occupied
|
|
50,085
|
|
2,209
|
|
|
42,341
|
|
1,851
|
|
|
40,498
|
|
1,509
|
|
||||||
Total commercial and industrial
|
|
132,045
|
|
5,171
|
|
|
108,317
|
|
4,167
|
|
|
112,652
|
|
3,636
|
|
||||||
Investment properties
|
|
12,561
|
|
565
|
|
|
18,564
|
|
767
|
|
|
28,749
|
|
1,178
|
|
||||||
1-4 family properties
|
|
5,125
|
|
525
|
|
|
9,813
|
|
782
|
|
|
16,099
|
|
1,021
|
|
||||||
Land and development
|
|
11,137
|
|
139
|
|
|
16,841
|
|
249
|
|
|
24,637
|
|
404
|
|
||||||
Total commercial real estate
|
|
28,823
|
|
1,229
|
|
|
45,218
|
|
1,798
|
|
|
69,485
|
|
2,603
|
|
||||||
Consumer mortgages
|
|
19,292
|
|
843
|
|
|
19,516
|
|
134
|
|
|
18,319
|
|
376
|
|
||||||
Home equity lines
|
|
4,954
|
|
136
|
|
|
3,491
|
|
820
|
|
|
7,748
|
|
896
|
|
||||||
Other consumer loans
|
|
6,129
|
|
373
|
|
|
5,327
|
|
297
|
|
|
4,765
|
|
266
|
|
||||||
Total consumer
|
|
30,375
|
|
1,352
|
|
|
28,334
|
|
1,251
|
|
|
30,832
|
|
1,538
|
|
||||||
Total impaired loans
|
|
$
|
191,243
|
|
$
|
7,752
|
|
|
$
|
181,869
|
|
$
|
7,216
|
|
|
$
|
212,969
|
|
$
|
7,777
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Of the interest income recognized during the years ended December 31, 2019, 2018, and 2017, cash-basis interest income was $2.1 million, $1.8 million, and $815 thousand, respectively.
|
TDRs by Concession Type
|
|
||||||||||||||
|
Year Ended December 31, 2019
|
||||||||||||||
(in thousands, except contract data)
|
Number of Contracts
|
|
Below Market Interest Rate
|
|
Other Concessions(1)
|
|
Total
|
|
|||||||
Commercial, financial, and agricultural
|
127
|
|
|
$
|
9,042
|
|
|
$
|
9,873
|
|
|
$
|
18,915
|
|
|
Owner-occupied
|
22
|
|
|
9,017
|
|
|
861
|
|
|
9,878
|
|
|
|||
Total commercial and industrial
|
149
|
|
|
18,059
|
|
|
10,734
|
|
|
28,793
|
|
|
|||
Investment properties
|
8
|
|
|
1,548
|
|
|
—
|
|
|
1,548
|
|
|
|||
1-4 family properties
|
18
|
|
|
2,182
|
|
|
643
|
|
|
2,825
|
|
|
|||
Land and development
|
8
|
|
|
1,187
|
|
|
30
|
|
|
1,217
|
|
|
|||
Total commercial real estate
|
34
|
|
|
4,917
|
|
|
673
|
|
|
5,590
|
|
|
|||
Consumer mortgages
|
18
|
|
|
1,587
|
|
|
1,361
|
|
|
2,948
|
|
|
|||
Home equity lines
|
70
|
|
|
3,024
|
|
|
2,522
|
|
|
5,546
|
|
|
|||
Other consumer loans
|
109
|
|
|
1,712
|
|
|
5,270
|
|
|
6,982
|
|
|
|||
Total consumer
|
197
|
|
|
6,323
|
|
|
9,153
|
|
|
15,476
|
|
|
|||
Total loans
|
380
|
|
|
$
|
29,299
|
|
|
$
|
20,560
|
|
|
$
|
49,859
|
|
(2)
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
(in thousands, except contract data)
|
Number of Contracts
|
|
Below Market Interest Rate
|
|
Other Concessions(1)
|
|
Total
|
|
|||||||
Commercial, financial, and agricultural
|
46
|
|
|
$
|
3,807
|
|
|
$
|
3,957
|
|
|
$
|
7,764
|
|
|
Owner-occupied
|
16
|
|
|
7,589
|
|
|
5,705
|
|
|
13,294
|
|
|
|||
Total commercial and industrial
|
62
|
|
|
11,396
|
|
|
9,662
|
|
|
21,058
|
|
|
|||
Investment properties
|
10
|
|
|
8,070
|
|
|
2,215
|
|
|
10,285
|
|
|
|||
1-4 family properties
|
25
|
|
|
2,481
|
|
|
2,014
|
|
|
4,495
|
|
|
|||
Land and development
|
5
|
|
|
122
|
|
|
1,856
|
|
|
1,978
|
|
|
|||
Total commercial real estate
|
40
|
|
|
10,673
|
|
|
6,085
|
|
|
16,758
|
|
|
|||
Consumer mortgages
|
19
|
|
|
5,590
|
|
|
93
|
|
|
5,683
|
|
|
|||
Home equity lines
|
4
|
|
|
172
|
|
|
339
|
|
|
511
|
|
|
|||
Other consumer loans
|
92
|
|
|
1,834
|
|
|
3,983
|
|
|
5,817
|
|
|
|||
Total consumer
|
115
|
|
|
7,596
|
|
|
4,415
|
|
|
12,011
|
|
|
|||
Total loans
|
217
|
|
|
$
|
29,665
|
|
|
$
|
20,162
|
|
|
$
|
49,827
|
|
(3)
|
|
|
|
|
|
|
|
|
|
TDRs by Concession Type (continued)
|
|
||||||||||||||
|
Year Ended December 31, 2017
|
|
|||||||||||||
(in thousands, except contract data)
|
Number of Contracts
|
|
Below Market Interest Rate
|
|
Other Concessions(1)
|
|
Total
|
|
|||||||
Commercial, financial, and agricultural
|
56
|
|
|
$
|
9,434
|
|
|
$
|
12,145
|
|
|
$
|
21,579
|
|
|
Owner-occupied
|
4
|
|
|
35
|
|
|
1,705
|
|
|
1,740
|
|
|
|||
Total commercial and industrial
|
60
|
|
|
9,469
|
|
|
13,850
|
|
|
23,319
|
|
|
|||
Investment properties
|
1
|
|
|
—
|
|
|
121
|
|
|
121
|
|
|
|||
1-4 family properties
|
35
|
|
|
2,786
|
|
|
2,040
|
|
|
4,826
|
|
|
|||
Land and development
|
6
|
|
|
157
|
|
|
1,614
|
|
|
1,771
|
|
|
|||
Total commercial real estate
|
42
|
|
|
2,943
|
|
|
3,775
|
|
|
6,718
|
|
|
|||
Consumer mortgages
|
11
|
|
|
2,539
|
|
|
1,190
|
|
|
3,729
|
|
|
|||
Other consumer loans
|
38
|
|
|
1,624
|
|
|
1,333
|
|
|
2,957
|
|
|
|||
Total consumer
|
49
|
|
|
4,163
|
|
|
2,523
|
|
|
6,686
|
|
|
|||
Total loans
|
151
|
|
|
$
|
16,575
|
|
|
$
|
20,148
|
|
|
$
|
36,723
|
|
(4)
|
|
|
|
|
|
|
|
|
|
(1)
|
Other concessions generally include term extensions, interest only payments for a period of time, or principal forgiveness, but there was no principal forgiveness for the years ended December 31, 2019, 2018, and 2017.
|
(2)
|
No charge-offs were recorded during 2019 upon restructuring of these loans.
|
(3)
|
Net charge-offs of $403 thousand were recorded during 2018 upon restructuring of these loans.
|
(4)
|
No charge-offs were recorded during 2017 upon restructuring of these loans.
|
(in thousands)
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
118,866
|
|
|
$
|
96,310
|
|
Buildings and improvements
|
|
418,915
|
|
|
392,952
|
|
||
Leasehold improvements
|
|
49,088
|
|
|
39,832
|
|
||
Furniture and equipment
|
|
474,397
|
|
|
435,223
|
|
||
Construction in progress
|
|
11,905
|
|
|
16,608
|
|
||
Total premises and equipment
|
|
1,073,171
|
|
|
980,925
|
|
||
Less: Accumulated depreciation and amortization
|
|
(579,231
|
)
|
|
(546,618
|
)
|
||
Net premises and equipment
|
|
$
|
493,940
|
|
|
$
|
434,307
|
|
|
|
|
|
|
(in thousands)
|
Community Banking Reporting Unit
|
|
Wholesale Banking Reporting Unit
|
|
Consumer Mortgages Reporting Unit
|
|
Wealth Management Reporting Unit
|
|
Total
|
||||||||||
Balance at December 31, 2018
|
$
|
17,825
|
|
|
$
|
11,936
|
|
|
$
|
3,123
|
|
|
$
|
24,431
|
|
|
$
|
57,315
|
|
Goodwill acquired during the year
|
238,498
|
|
|
159,700
|
|
|
41,754
|
|
|
—
|
|
|
$
|
439,952
|
|
||||
Balance at December 31, 2019
|
$
|
256,323
|
|
|
$
|
171,636
|
|
|
$
|
44,877
|
|
|
$
|
24,431
|
|
|
$
|
497,267
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Synovus Bank Reporting Unit
|
|
Trust Services Reporting Unit
|
|
Total
|
||||||
Balance at December 31, 2018 and 2017
|
|
$
|
32,884
|
|
|
$
|
24,431
|
|
|
$
|
57,315
|
|
|
|
|
|
|
|
|
(in thousands)
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||
December 31, 2019
|
|
|
|
|
|
||||||
CDI
|
$
|
57,400
|
|
|
$
|
(10,436
|
)
|
|
$
|
46,964
|
|
Other
|
12,500
|
|
|
(3,793
|
)
|
|
8,707
|
|
|||
Total other intangible assets
|
$
|
69,900
|
|
|
$
|
(14,229
|
)
|
|
$
|
55,671
|
|
December 31, 2018
|
|
|
|
|
|
||||||
Other
|
12,500
|
|
|
(2,625
|
)
|
|
9,875
|
|
|||
Total other intangible assets
|
$
|
12,500
|
|
|
$
|
(2,625
|
)
|
|
$
|
9,875
|
|
|
|
|
|
|
|
(in thousands)
|
Amortization Expense
|
||
2020
|
$
|
10,560
|
|
2021
|
9,516
|
|
|
2022
|
8,472
|
|
|
2023
|
7,429
|
|
|
2024
|
6,366
|
|
|
|
|
(in thousands)
|
2019
|
|
2018
|
||||
ROU assets
|
$
|
374,716
|
|
|
$
|
—
|
|
Federal Reserve Bank and FHLB Stock
|
286,447
|
|
|
185,225
|
|
||
Investments in low income housing, solar energy tax credit, and other CRA partnerships
|
146,612
|
|
|
84,486
|
|
||
Derivative asset positions
|
140,016
|
|
|
19,332
|
|
||
Accrued interest receivable
|
127,641
|
|
|
89,425
|
|
||
Accounts receivable
|
77,193
|
|
|
57,339
|
|
||
Deferred tax asset, net
|
65,102
|
|
|
141,134
|
|
||
Prepaid expenses
|
42,285
|
|
|
38,035
|
|
||
Mutual funds and mutual funds held in rabbi trusts
|
32,348
|
|
|
16,012
|
|
||
MPS receivable(1)
|
21,437
|
|
|
22,932
|
|
||
Private equity investments
|
19,389
|
|
|
11,028
|
|
||
Other real estate
|
14,373
|
|
|
6,220
|
|
||
Taxes receivable
|
8,648
|
|
|
13,150
|
|
||
Trading account assets, at fair value
|
7,212
|
|
|
3,130
|
|
||
Miscellaneous other assets
|
55,511
|
|
|
57,770
|
|
||
Total other assets
|
$
|
1,418,930
|
|
|
$
|
745,218
|
|
|
|
|
|
(in thousands)
|
|
2019
|
|
2018
|
||||
Interest-bearing demand deposits(1)
|
|
$
|
6,470,570
|
|
|
$
|
4,756,239
|
|
Money market accounts(1)
|
|
11,227,134
|
|
|
8,143,975
|
|
||
Savings accounts
|
|
918,109
|
|
|
817,385
|
|
||
Time deposits(1)
|
|
6,920,213
|
|
|
3,803,726
|
|
||
Brokered deposits
|
|
3,429,993
|
|
|
1,548,030
|
|
||
Total interest-bearing deposits
|
|
$
|
28,966,019
|
|
|
$
|
19,069,355
|
|
|
|
|
|
|
(in thousands)
|
|
||
Maturing within one year
|
$
|
7,752,948
|
|
Between 1 - 2 years
|
938,688
|
|
|
2 - 3 years
|
95,944
|
|
|
3 - 4 years
|
236,001
|
|
|
4 - 5 years
|
43,627
|
|
|
Thereafter
|
7,100
|
|
|
Total
|
$
|
9,074,308
|
|
|
|
|
2019
|
|
2018
|
||||
(dollars in thousands)
|
|
|
|
||||
Federal funds purchased
|
$
|
—
|
|
|
$
|
628
|
|
Securities sold under repurchase agreements
|
165,690
|
|
|
237,064
|
|
||
Trading liability for short positions
|
1,560
|
|
|
—
|
|
||
FHLB advances with original maturities of one year or less
|
1,752,000
|
|
|
650,000
|
|
||
Total short-term borrowings
|
$
|
1,919,250
|
|
|
$
|
887,692
|
|
|
|
|
|
(dollars in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total balance at December 31,
|
|
$
|
1,919,250
|
|
|
$
|
887,692
|
|
|
$
|
261,190
|
|
Weighted average interest rate at December 31,
|
|
1.60
|
%
|
|
1.93
|
%
|
|
0.65
|
%
|
|||
Maximum month-end balance during the year
|
|
$
|
2,431,012
|
|
|
$
|
887,692
|
|
|
$
|
390,044
|
|
Average amount outstanding during the year
|
|
1,360,214
|
|
|
371,933
|
|
|
256,011
|
|
|||
Weighted average interest rate during the year
|
|
1.93
|
%
|
|
0.96
|
%
|
|
0.37
|
%
|
|||
|
|
|
|
|
|
|
(dollars in thousands)
|
2019
|
|
2018
|
||||
Parent Company:
|
|
|
|
||||
3.125% senior notes, due November 1, 2022, $300.0 million par value with semi-annual interest payments and principal to be paid at maturity
|
$
|
298,228
|
|
|
$
|
297,603
|
|
5.90% Fixed-to-Fixed Rate Subordinated Notes issued February 7, 2019, due February 7, 2029, $300.0 million par value with semi-annual interest payments at 5.90% for the first five years and semi-annual payments thereafter at a fixed rate of 3.379% above the 5-Year Mid-Swap Rate as of the reset date
|
297,250
|
|
|
—
|
|
||
5.75% fixed to adjustable rate subordinated notes issued December 7, 2015, due December 15, 2025, $250.0 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
|
248,419
|
|
|
248,101
|
|
||
LIBOR + 1.80% debentures, due April 19, 2035, $10.0 million par value with quarterly interest payments and principal to be paid at maturity (rate of 3.69% at December 31, 2019 and 4.59% at December 31, 2018)
|
10,000
|
|
|
10,000
|
|
||
Total long-term debt — Parent Company
|
853,897
|
|
|
555,704
|
|
||
Synovus Bank:
|
|
|
|
||||
FHLB advances with interest and principal payments due at various maturity dates through 2022 and interest rates ranging from 1.66% to 1.97% at December 31, 2019 (weighted average interest rate of 1.76% and 2.53% at December 31, 2019 and 2018, respectively)
|
1,300,000
|
|
|
1,100,000
|
|
||
Capital lease with interest and principal payments due at various dates through 2031 (rate of 1.59% at December 31, 2018)(1)
|
—
|
|
|
1,453
|
|
||
Total long-term debt — Synovus Bank
|
1,300,000
|
|
|
1,101,453
|
|
||
Total long-term debt
|
$
|
2,153,897
|
|
|
$
|
1,657,157
|
|
|
|
|
|
(in thousands)
|
|
Parent
Company |
|
Synovus Bank
|
|
Total
|
||||||
2020
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
$
|
600,000
|
|
2021
|
|
—
|
|
|
450,000
|
|
|
450,000
|
|
|||
2022
|
|
300,000
|
|
|
250,000
|
|
|
550,000
|
|
|||
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
2024
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Thereafter
|
|
560,000
|
|
|
—
|
|
|
560,000
|
|
|||
Total
|
|
$
|
860,000
|
|
|
$
|
1,300,000
|
|
|
$
|
2,160,000
|
|
|
|
|
|
|
|
|
(shares in thousands)
|
Series C Preferred Stock Issued (Redeemed)
|
|
Series D Preferred Stock Issued
|
|
Series E Preferred Stock Issued
|
|
Total Preferred Stock Issued (Redeemed)
|
|
Common Stock Issued
|
|
Treasury Stock Held
|
|
Common Stock Outstanding
|
|||||||
Balance at December 31, 2016
|
5,200
|
|
|
—
|
|
|
—
|
|
|
5,200
|
|
|
142,026
|
|
|
19,760
|
|
|
122,266
|
|
Issuance of common stock for earnout payment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
118
|
|
Restricted share unit activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
336
|
|
|
—
|
|
|
336
|
|
Stock options exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|
198
|
|
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,021
|
|
|
(4,021
|
)
|
Balance at December 31, 2017
|
5,200
|
|
|
—
|
|
|
—
|
|
|
5,200
|
|
|
142,678
|
|
|
23,781
|
|
|
118,897
|
|
Issuance of preferred stock
|
—
|
|
|
8,000
|
|
|
—
|
|
|
8,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Redemption of preferred stock
|
(5,200
|
)
|
|
—
|
|
|
—
|
|
|
(5,200
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Issuance of common stock for earnout payment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
199
|
|
|
—
|
|
|
199
|
|
Restricted share unit activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297
|
|
|
—
|
|
|
297
|
|
Stock options exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
—
|
|
|
126
|
|
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,653
|
|
|
(3,653
|
)
|
Balance at December 31, 2018
|
—
|
|
|
8,000
|
|
|
—
|
|
|
8,000
|
|
|
143,300
|
|
|
27,434
|
|
|
115,866
|
|
FCB acquisition:
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,043
|
|
|
—
|
|
|
22,043
|
|
Common stock reissued
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,434
|
)
|
|
27,434
|
|
Warrants exercised and common stock reissued
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(260
|
)
|
|
260
|
|
Issuance of preferred stock
|
—
|
|
|
—
|
|
|
14,000
|
|
|
14,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Issuance of common stock for earnout payment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
344
|
|
|
—
|
|
|
344
|
|
Restricted share unit activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
302
|
|
|
—
|
|
|
302
|
|
Stock options exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
812
|
|
|
—
|
|
|
812
|
|
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,903
|
|
|
(19,903
|
)
|
Balance at December 31, 2019
|
—
|
|
|
8,000
|
|
|
14,000
|
|
|
22,000
|
|
|
166,801
|
|
|
19,643
|
|
|
147,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
In accordance with ASC 740-20-45-11(b), in 2010 and 2011, Synovus recorded a deferred tax asset valuation allowance associated with net unrealized losses not recognized in income directly to other comprehensive income (loss) by applying the portfolio approach which treats derivative instruments and available for sale securities as a single portfolio. For all periods presented, the ending balance in net unrealized gains (losses) on cash flow hedges and net unrealized gains (losses) on investment securities available for sale includes unrealized losses of $12.1 million and $13.3 million, respectively, related to the residual tax effects remaining in OCI due to the previously established deferred tax asset valuation allowance. Under the portfolio approach, these unrealized losses are realized at the time the entire portfolio is sold or disposed.
|
|
Actual Capital
|
|
Minimum Requirement For Capital Adequacy(1)
|
|
To Be Well-Capitalized Under Prompt Corrective Action Provisions(2)
|
||||||||||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Synovus Financial Corp.
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CET1 capital
|
$
|
3,743,459
|
|
|
$
|
2,897,997
|
|
|
$
|
1,882,424
|
|
|
$
|
1,310,460
|
|
|
N/A
|
|
|
N/A
|
|
||
Tier 1 risk-based capital
|
4,280,604
|
|
|
3,090,416
|
|
|
2,509,899
|
|
|
1,747,280
|
|
|
N/A
|
|
|
N/A
|
|
||||||
Total risk-based capital
|
5,123,381
|
|
|
3,601,376
|
|
|
3,346,531
|
|
|
2,329,706
|
|
|
N/A
|
|
|
N/A
|
|
||||||
CET1 capital ratio
|
8.95
|
%
|
|
9.95
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
N/A
|
|
|
N/A
|
|
||||||
Tier 1 risk-based capital ratio
|
10.23
|
|
|
10.61
|
|
|
6.00
|
|
|
6.00
|
|
|
N/A
|
|
|
N/A
|
|
||||||
Total risk-based capital ratio
|
12.25
|
|
|
12.37
|
|
|
8.00
|
|
|
8.00
|
|
|
N/A
|
|
|
N/A
|
|
||||||
Leverage ratio
|
9.16
|
|
|
9.60
|
|
|
4.00
|
|
|
4.00
|
|
|
N/A
|
|
|
N/A
|
|
||||||
Synovus Bank
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CET1 capital
|
$
|
4,640,501
|
|
|
$
|
3,382,497
|
|
|
$
|
1,881,199
|
|
|
$
|
1,309,527
|
|
|
$
|
2,717,287
|
|
|
$
|
1,891,538
|
|
Tier 1 risk-based capital
|
4,640,501
|
|
|
3,382,497
|
|
|
2,508,265
|
|
|
1,746,035
|
|
|
3,344,354
|
|
|
2,328,047
|
|
||||||
Total risk-based capital
|
4,923,279
|
|
|
3,633,457
|
|
|
3,344,354
|
|
|
2,328,047
|
|
|
4,180,442
|
|
|
2,910,059
|
|
||||||
CET1 capital ratio
|
11.10
|
%
|
|
11.62
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
6.50
|
%
|
|
6.50
|
%
|
||||||
Tier 1 risk-based capital ratio
|
11.10
|
|
|
11.62
|
|
|
6.00
|
|
|
6.00
|
|
|
8.00
|
|
|
8.00
|
|
||||||
Total risk-based capital ratio
|
11.78
|
|
|
12.49
|
|
|
8.00
|
|
|
8.00
|
|
|
10.00
|
|
|
10.00
|
|
||||||
Leverage ratio
|
9.94
|
|
|
10.51
|
|
|
4.00
|
|
|
4.00
|
|
|
5.00
|
|
|
5.00
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
563,780
|
|
|
$
|
428,476
|
|
|
$
|
275,474
|
|
Preferred stock dividends and redemption charge
|
22,881
|
|
|
17,998
|
|
|
10,238
|
|
|||
Net income available to common shareholders
|
$
|
540,899
|
|
|
$
|
410,478
|
|
|
$
|
265,236
|
|
Weighted average common shares outstanding
|
154,331
|
|
|
117,644
|
|
|
121,162
|
|
|||
Potentially dilutive shares from outstanding equity-based awards, warrants, and earnout payments
|
1,727
|
|
|
734
|
|
|
850
|
|
|||
Weighted average diluted common shares
|
156,058
|
|
|
118,378
|
|
|
122,012
|
|
|||
Net income per common share, basic
|
$
|
3.50
|
|
|
$
|
3.49
|
|
|
$
|
2.19
|
|
Net income per common share, diluted
|
$
|
3.47
|
|
|
$
|
3.47
|
|
|
$
|
2.17
|
|
|
|
|
|
|
|
|
December 31, 2019
|
||||||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Assets and Liabilities at Fair Value
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Trading securities:
|
|
|
|
|
|
|
|
||||||||
Commercial mortgage-backed securities issued by U.S. Government sponsored enterprises
|
$
|
—
|
|
|
$
|
2,486
|
|
|
$
|
—
|
|
|
$
|
2,486
|
|
Other mortgage-backed securities
|
—
|
|
|
1,284
|
|
|
—
|
|
|
1,284
|
|
||||
State and municipal securities
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
||||
Asset-backed securities
|
—
|
|
|
3,227
|
|
|
—
|
|
|
3,227
|
|
||||
Other investments
|
—
|
|
|
150
|
|
|
—
|
|
|
150
|
|
||||
Total trading securities
|
$
|
—
|
|
|
$
|
7,212
|
|
|
$
|
—
|
|
|
$
|
7,212
|
|
Investment securities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
19,855
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,855
|
|
U.S. Government agency securities
|
—
|
|
|
36,541
|
|
|
—
|
|
|
36,541
|
|
||||
Mortgage-backed securities issued by U.S. Government agencies
|
—
|
|
|
56,816
|
|
|
—
|
|
|
56,816
|
|
||||
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
—
|
|
|
5,180,815
|
|
|
—
|
|
|
5,180,815
|
|
||||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
|
—
|
|
|
636,851
|
|
|
—
|
|
|
636,851
|
|
||||
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises
|
—
|
|
|
371,592
|
|
|
—
|
|
|
371,592
|
|
||||
State and municipal securities
|
—
|
|
|
2,075
|
|
|
—
|
|
|
2,075
|
|
||||
Asset-backed securities
|
—
|
|
|
327,400
|
|
|
—
|
|
|
327,400
|
|
||||
Corporate debt and other debt securities
|
—
|
|
|
144,620
|
|
|
2,105
|
|
|
146,725
|
|
||||
Total investment securities available for sale
|
$
|
19,855
|
|
|
$
|
6,756,710
|
|
|
$
|
2,105
|
|
|
$
|
6,778,670
|
|
Mortgage loans held for sale
|
—
|
|
|
115,173
|
|
|
—
|
|
|
115,173
|
|
||||
Private equity investments
|
15,502
|
|
|
—
|
|
|
3,887
|
|
|
19,389
|
|
||||
Mutual funds and mutual funds held in rabbi trusts
|
32,348
|
|
|
—
|
|
|
—
|
|
|
32,348
|
|
||||
GGL/SBA loans servicing asset
|
—
|
|
|
—
|
|
|
3,040
|
|
|
3,040
|
|
||||
Derivative assets
|
—
|
|
|
140,016
|
|
|
—
|
|
|
140,016
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Trading liability for short positions
|
1,560
|
|
|
—
|
|
|
—
|
|
|
1,560
|
|
||||
Earnout liability(1)
|
—
|
|
|
—
|
|
|
11,016
|
|
|
11,016
|
|
||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
34,732
|
|
|
$
|
2,339
|
|
|
$
|
37,071
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
||||||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Assets and Liabilities at Fair Value
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Trading securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Government agency securities
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
44
|
|
State and municipal securities
|
—
|
|
|
1,064
|
|
|
—
|
|
|
1,064
|
|
||||
Other investments
|
1,128
|
|
|
894
|
|
|
—
|
|
|
2,022
|
|
||||
Total trading securities
|
$
|
1,128
|
|
|
$
|
2,002
|
|
|
$
|
—
|
|
|
$
|
3,130
|
|
Investment securities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
122,077
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
122,077
|
|
U.S. Government agency securities
|
—
|
|
|
38,382
|
|
|
—
|
|
|
38,382
|
|
||||
Mortgage-backed securities issued by U.S. Government agencies
|
—
|
|
|
97,205
|
|
|
—
|
|
|
97,205
|
|
||||
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
—
|
|
|
2,398,650
|
|
|
—
|
|
|
2,398,650
|
|
||||
Collateralized mortgage obligations issued by U.S. Government sponsored agencies or enterprises
|
—
|
|
|
1,188,518
|
|
|
—
|
|
|
1,188,518
|
|
||||
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises
|
—
|
|
|
129,865
|
|
|
—
|
|
|
129,865
|
|
||||
Corporate debt and other debt securities
|
—
|
|
|
15,150
|
|
|
1,785
|
|
|
16,935
|
|
||||
Total investment securities available for sale
|
$
|
122,077
|
|
|
$
|
3,867,770
|
|
|
$
|
1,785
|
|
|
$
|
3,991,632
|
|
Mortgage loans held for sale
|
—
|
|
|
37,129
|
|
|
—
|
|
|
37,129
|
|
||||
Private equity investments
|
—
|
|
|
—
|
|
|
11,028
|
|
|
11,028
|
|
||||
Mutual funds and mutual funds held in rabbi trusts
|
16,012
|
|
|
—
|
|
|
—
|
|
|
16,012
|
|
||||
GGL/SBA loans servicing asset
|
—
|
|
|
—
|
|
|
3,729
|
|
|
3,729
|
|
||||
Derivative assets
|
—
|
|
|
19,332
|
|
|
—
|
|
|
19,332
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Earnout liability(1)
|
—
|
|
|
—
|
|
|
14,353
|
|
|
14,353
|
|
||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
16,535
|
|
|
$
|
1,673
|
|
|
$
|
18,208
|
|
|
|
|
|
|
|
|
|
(1)
|
Earnout liability consists of contingent consideration obligation related to Global One acquisition.
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Changes in fair value included in net income:
|
|
|
|
|
|
||||||
Mortgage loans held for sale
|
$
|
1,675
|
|
|
$
|
95
|
|
|
$
|
754
|
|
Mortgage loans held for sale:
|
|
|
|
|
|
||||||
Fair value
|
115,173
|
|
|
37,129
|
|
|
48,024
|
|
|||
Unpaid principal balance
|
112,218
|
|
|
35,848
|
|
|
46,839
|
|
|||
Fair value less aggregate unpaid principal balance
|
$
|
2,955
|
|
|
$
|
1,281
|
|
|
$
|
1,185
|
|
|
|
|
|
|
|
|
2019
|
||||||||||||||||||
(in thousands)
|
Investment Securities Available for Sale
|
|
Private Equity Investments
|
|
GGL/SBA
Loans Servicing Asset
|
|
Earnout Liability
|
|
Visa Derivative Liability
|
||||||||||
Beginning balance, January 1, 2019
|
$
|
1,785
|
|
|
$
|
11,028
|
|
|
$
|
3,729
|
|
|
$
|
(14,353
|
)
|
|
$
|
(1,673
|
)
|
Total (losses) gains realized/unrealized:
|
|
|
|
|
|
|
|
|
|
||||||||||
Included in earnings
|
—
|
|
|
230
|
|
|
(1,631
|
)
|
|
(10,457
|
)
|
|
(3,611
|
)
|
|||||
Unrealized gains (losses) included in other comprehensive income
|
320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Additions
|
—
|
|
|
—
|
|
|
942
|
|
|
—
|
|
|
—
|
|
|||||
Sales
|
—
|
|
|
(1,437
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
13,794
|
|
|
2,945
|
|
|||||
Transfers out of Level 3
|
—
|
|
|
(5,934
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Ending balance, December 31, 2019
|
$
|
2,105
|
|
|
$
|
3,887
|
|
|
$
|
3,040
|
|
|
$
|
(11,016
|
)
|
|
$
|
(2,339
|
)
|
Total net gains (losses) for the year included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at December 31, 2019
|
$
|
—
|
|
|
$
|
230
|
|
|
$
|
—
|
|
|
$
|
(10,457
|
)
|
|
$
|
(666
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2019
|
|
Fair Value Adjustments
for the Year Ended December 31, 2019
|
|
Location in Consolidated Statements of Income
|
||||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||
Impaired loans*
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,461
|
|
|
$
|
683
|
|
|
Provision for loan losses
|
Other real estate
|
—
|
|
|
—
|
|
|
8,023
|
|
|
1,342
|
|
|
Other operating expenses
|
||||
Other assets held for sale
|
—
|
|
|
—
|
|
|
1,238
|
|
|
513
|
|
|
Other operating expenses
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balance at December 31, 2018
|
|
Fair Value Adjustments
for the Year Ended December 31, 2018
|
|
Location in Consolidated Statements of Income
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||
Impaired loans*
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,742
|
|
|
$
|
7,575
|
|
|
Provision for loan losses
|
Other loans held for sale
|
—
|
|
|
—
|
|
|
1,494
|
|
|
809
|
|
|
Other operating expenses
|
||||
Other real estate
|
—
|
|
|
—
|
|
|
3,827
|
|
|
523
|
|
|
Other operating expenses
|
||||
Other assets held for sale
|
—
|
|
|
—
|
|
|
1,104
|
|
|
482
|
|
|
Other operating expenses
|
||||
|
|
|
|
|
|
|
|
|
|
*
|
Collateral-dependent impaired loans that are written down to fair value during the period.
|
|
December 31, 2019
|
||||||||||||||||||
(in thousands)
|
Carrying Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Total cash, cash equivalents, restricted cash, and restricted cash equivalents
|
$
|
1,186,918
|
|
|
$
|
1,186,918
|
|
|
$
|
1,186,918
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trading securities
|
7,212
|
|
|
7,212
|
|
|
—
|
|
|
7,212
|
|
|
—
|
|
|||||
Investment securities available for sale
|
6,778,670
|
|
|
6,778,670
|
|
|
19,855
|
|
|
6,756,710
|
|
|
2,105
|
|
|||||
Mortgage loans held for sale
|
115,173
|
|
|
115,173
|
|
|
—
|
|
|
115,173
|
|
|
—
|
|
|||||
Private equity investments
|
19,389
|
|
|
19,389
|
|
|
15,502
|
|
|
—
|
|
|
3,887
|
|
|||||
Mutual funds and mutual funds held in rabbi trusts
|
32,348
|
|
|
32,348
|
|
|
32,348
|
|
|
—
|
|
|
—
|
|
|||||
Loans, net
|
36,881,048
|
|
|
36,931,256
|
|
|
—
|
|
|
—
|
|
|
36,931,256
|
|
|||||
GGL/SBA loans servicing asset
|
3,040
|
|
|
3,040
|
|
|
—
|
|
|
—
|
|
|
3,040
|
|
|||||
Derivative assets
|
140,016
|
|
|
140,016
|
|
|
—
|
|
|
140,016
|
|
|
—
|
|
|||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest-bearing deposits
|
$
|
9,439,485
|
|
|
$
|
9,439,485
|
|
|
$
|
—
|
|
|
$
|
9,439,485
|
|
|
$
|
—
|
|
Non-time interest-bearing deposits
|
19,891,711
|
|
|
19,891,711
|
|
|
—
|
|
|
19,891,711
|
|
|
—
|
|
|||||
Time deposits
|
9,074,308
|
|
|
9,112,459
|
|
|
—
|
|
|
9,112,459
|
|
|
—
|
|
|||||
Total deposits
|
$
|
38,405,504
|
|
|
$
|
38,443,655
|
|
|
$
|
—
|
|
|
$
|
38,443,655
|
|
|
$
|
—
|
|
Federal funds purchased and securities sold under repurchase agreements
|
165,690
|
|
|
165,690
|
|
|
165,690
|
|
|
—
|
|
|
—
|
|
|||||
Trading liability for short positions
|
1,560
|
|
|
1,560
|
|
|
1,560
|
|
|
—
|
|
|
—
|
|
|||||
Other short-term borrowings
|
1,752,000
|
|
|
1,752,000
|
|
|
—
|
|
|
1,752,000
|
|
|
—
|
|
|||||
Long-term debt
|
2,153,897
|
|
|
2,185,717
|
|
|
—
|
|
|
2,185,717
|
|
|
—
|
|
|||||
Earnout liability
|
11,016
|
|
|
11,016
|
|
|
—
|
|
|
—
|
|
|
11,016
|
|
|||||
Derivative liabilities
|
37,071
|
|
|
37,071
|
|
|
—
|
|
|
34,732
|
|
|
2,339
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
||||||||||||||||||
(in thousands)
|
Carrying Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Total cash, cash equivalents, restricted cash, and restricted cash equivalents
|
$
|
1,143,564
|
|
|
$
|
1,143,564
|
|
|
$
|
1,143,564
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trading securities
|
3,130
|
|
|
3,130
|
|
|
1,128
|
|
|
2,002
|
|
|
—
|
|
|||||
Investment securities available for sale
|
3,991,632
|
|
|
3,991,632
|
|
|
122,077
|
|
|
3,867,770
|
|
|
1,785
|
|
|||||
Mortgage loans held for sale
|
37,129
|
|
|
37,129
|
|
|
—
|
|
|
37,129
|
|
|
—
|
|
|||||
Other loans held for sale
|
1,506
|
|
|
1,506
|
|
|
—
|
|
|
—
|
|
|
1,506
|
|
|||||
Private equity investments
|
11,028
|
|
|
11,028
|
|
|
—
|
|
|
—
|
|
|
11,028
|
|
|||||
Mutual funds and mutual funds held in rabbi trusts
|
16,012
|
|
|
16,012
|
|
|
16,012
|
|
|
—
|
|
|
—
|
|
|||||
Loans, net
|
25,696,018
|
|
|
25,438,890
|
|
|
—
|
|
|
—
|
|
|
25,438,890
|
|
|||||
GGL/SBA loans servicing asset
|
3,729
|
|
|
3,729
|
|
|
—
|
|
|
—
|
|
|
3,729
|
|
|||||
Derivative assets
|
19,332
|
|
|
19,332
|
|
|
—
|
|
|
19,332
|
|
|
—
|
|
|||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest-bearing deposits
|
$
|
7,650,967
|
|
|
$
|
7,650,967
|
|
|
$
|
—
|
|
|
$
|
7,650,967
|
|
|
$
|
—
|
|
Non-time interest-bearing deposits
|
14,065,959
|
|
|
14,065,959
|
|
|
—
|
|
|
14,065,959
|
|
|
—
|
|
|||||
Time deposits
|
5,003,396
|
|
|
4,989,570
|
|
|
—
|
|
|
4,989,570
|
|
|
—
|
|
|||||
Total deposits
|
$
|
26,720,322
|
|
|
$
|
26,706,496
|
|
|
$
|
—
|
|
|
$
|
26,706,496
|
|
|
$
|
—
|
|
Federal funds purchased and securities sold under repurchase agreements
|
237,692
|
|
|
237,692
|
|
|
237,692
|
|
|
—
|
|
|
—
|
|
|||||
Other short-term borrowings
|
650,000
|
|
|
650,000
|
|
|
—
|
|
|
650,000
|
|
|
—
|
|
|||||
Long-term debt
|
1,657,157
|
|
|
1,649,642
|
|
|
—
|
|
|
1,649,642
|
|
|
—
|
|
|||||
Earnout liability
|
14,353
|
|
|
14,353
|
|
|
—
|
|
|
—
|
|
|
14,353
|
|
|||||
Derivative liabilities
|
18,208
|
|
|
18,208
|
|
|
—
|
|
|
16,535
|
|
|
1,673
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||||||
(in thousands)
|
Notional Amount
|
|
Derivative Assets(1)
|
|
Derivative Liabilities(2)
|
|
Notional Amount
|
|
Derivative Assets(1)
|
|
Derivative Liabilities(2)
|
||||||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
2,000,000
|
|
|
$
|
54
|
|
|
$
|
8,624
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivatives designated as hedging instruments
|
|
|
$
|
54
|
|
|
$
|
8,624
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives not designated
as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts(3)
|
$
|
7,258,159
|
|
|
$
|
138,672
|
|
|
$
|
25,849
|
|
|
$
|
1,840,288
|
|
|
$
|
18,388
|
|
|
$
|
15,716
|
|
Mortgage derivatives - interest rate lock commitments
|
70,481
|
|
|
1,290
|
|
|
—
|
|
|
52,420
|
|
|
944
|
|
|
—
|
|
||||||
Mortgage derivatives - forward commitments to sell fixed-rate mortgage loans
|
107,000
|
|
|
—
|
|
|
168
|
|
|
65,500
|
|
|
—
|
|
|
819
|
|
||||||
Other contracts(4)
|
145,764
|
|
|
—
|
|
|
91
|
|
|
69,902
|
|
|
—
|
|
|
—
|
|
||||||
Visa derivative
|
—
|
|
|
—
|
|
|
2,339
|
|
|
—
|
|
|
—
|
|
|
1,673
|
|
||||||
Total derivatives not designated as hedging instruments
|
|
|
$
|
139,962
|
|
|
$
|
28,447
|
|
|
|
|
$
|
19,332
|
|
|
$
|
18,208
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Derivative assets are recorded in other assets on the consolidated balance sheets.
|
(2)
|
Derivative liabilities are recorded in other liabilities on the consolidated balance sheets.
|
(3)
|
Includes interest rate contracts for customer swaps and offsetting positions, net of variation margin payments.
|
(4)
|
Includes risk participation agreements sold.
|
|
|
|
Gain (Loss) Recognized in Consolidated Statements of Income
|
||||||||||
|
|
|
For The Years Ended December 31,
|
||||||||||
(in thousands)
|
Location in Consolidated Statements of Income
|
|
2019
|
|
2018
|
|
2017
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||
Interest rate contracts(1)
|
Capital markets income
|
|
$
|
(338
|
)
|
|
$
|
(29
|
)
|
|
$
|
20
|
|
Mortgage derivatives - interest rate lock commitments
|
Mortgage banking income
|
|
346
|
|
|
8
|
|
|
(634
|
)
|
|||
Mortgage derivatives - forward commitments to sell fixed-rate mortgage loans
|
Mortgage banking income
|
|
651
|
|
|
(691
|
)
|
|
(2,025
|
)
|
|||
Visa derivative
|
Other non-interest expense
|
|
(3,611
|
)
|
|
(2,328
|
)
|
|
—
|
|
|||
Other contracts(2)
|
Capital markets income
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|||
Total derivatives not designated as hedging instruments
|
|
|
$
|
(3,043
|
)
|
|
$
|
(3,040
|
)
|
|
$
|
(2,639
|
)
|
|
|
|
|
|
|
|
|
(1)
|
Gain (loss) represents net fair value adjustments (including credit related adjustments) for customer swaps and offsetting positions.
|
(2)
|
Includes risk participation agreements sold.
|
|
|
|
||
(in thousands)
|
|
December 31, 2019
|
||
Right-of-use assets
|
|
$
|
374,716
|
|
Lease liabilities
|
|
383,892
|
|
|
Weighted-average remaining lease term (years)
|
|
21.05
|
|
|
Weighted-average discount rate (percentage)
|
|
3.54
|
%
|
|
|
|
|
|
December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Letters of credit *
|
$
|
202,614
|
|
|
$
|
157,675
|
|
Commitments to fund commercial and industrial loans
|
7,018,152
|
|
|
5,527,017
|
|
||
Commitments to fund commercial real estate, construction, and land development loans
|
3,032,252
|
|
|
2,034,223
|
|
||
Commitments under home equity lines of credit
|
1,501,452
|
|
|
1,258,657
|
|
||
Unused credit card lines
|
877,929
|
|
|
775,003
|
|
||
Other loan commitments
|
485,371
|
|
|
400,983
|
|
||
Total letters of credit and unfunded lending commitments
|
$
|
13,117,770
|
|
|
$
|
10,153,558
|
|
|
|
|
|
||||
Investments in low income housing, solar energy tax credit, and other CRA partnerships:
|
|
|
|
||||
Carrying amount included in other assets
|
$
|
146,612
|
|
|
$
|
84,486
|
|
Amount of future funding commitments included in carrying amount
|
78,266
|
|
|
47,123
|
|
||
Short-term construction loans and letter of credit commitments
|
2,124
|
|
|
1,585
|
|
||
Funded portion of short-term loans and letters of credit
|
3,196
|
|
|
5,595
|
|
||
|
|
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Salaries and other personnel expense
|
$
|
19,618
|
|
|
$
|
15,712
|
|
|
$
|
13,370
|
|
Merger-related expense
|
4,219
|
|
|
—
|
|
|
—
|
|
|||
Other operating expenses
|
650
|
|
|
931
|
|
|
809
|
|
|||
Total share-based compensation expense included in non-interest expense
|
$
|
24,487
|
|
|
$
|
16,643
|
|
|
$
|
14,179
|
|
|
|
|
|
|
|
|
2019
|
||
Stock price (Synovus' closing stock price on December 31, 2018)
|
$
|
31.99
|
|
Weighted average fair value of converted stock options
|
11.50
|
|
|
Risk-free interest rate
|
2.51
|
%
|
|
Expected stock price volatility
|
26.4
|
%
|
|
Dividend yield
|
3.13
|
%
|
|
Term to expiration
|
5.1 years
|
|
|
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
(in thousands, except per share data)
|
Quantity
|
|
Weighted-Average Exercise Price
|
|
Quantity
|
|
Weighted-Average Exercise Price
|
|
Quantity
|
|
Weighted-Average Exercise Price
|
|||||||||
Outstanding at beginning of year
|
640
|
|
|
$
|
16.93
|
|
|
775
|
|
|
$
|
17.85
|
|
|
973
|
|
|
$
|
17.76
|
|
Assumed in acquisition
|
3,230
|
|
|
23.22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Options exercised
|
(820
|
)
|
|
19.91
|
|
|
(126
|
)
|
|
16.92
|
|
|
(198
|
)
|
|
17.41
|
|
|||
Options forfeited
|
(13
|
)
|
|
34.23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Options expired/canceled
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
92.26
|
|
|
—
|
|
|
—
|
|
|||
Options outstanding at end of year
|
3,037
|
|
|
$
|
22.74
|
|
|
640
|
|
|
$
|
16.93
|
|
|
775
|
|
|
$
|
17.85
|
|
Options exercisable at end of year
|
2,399
|
|
|
$
|
19.52
|
|
|
640
|
|
|
$
|
16.93
|
|
|
775
|
|
|
$
|
17.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Risk-free interest rate
|
|
2.40
|
%
|
|
2.32
|
%
|
|
1.48
|
%
|
Expected stock price volatility
|
|
24.4
|
|
|
22.5
|
|
|
22.9
|
|
Dividend yield
|
|
2.9
|
|
|
1.3
|
|
|
1.2
|
|
Simulation period
|
|
3.0 years
|
|
|
3.0 years
|
|
|
3.0 years
|
|
|
|
|
|
|
|
|
|
|
Restricted Share Units
|
|
Market Restricted Share Units
|
|
Performance Share Units
|
|||||||||||||||
(in thousands, except per share data)
|
|
Quantity
|
|
Weighted-Average Grant Date Fair Value
|
|
Quantity
|
|
Weighted-Average Grant Date Fair Value
|
|
Quantity
|
|
Weighted-Average Grant Date Fair Value
|
|||||||||
Outstanding at December 31, 2016
|
|
706
|
|
|
$
|
26.38
|
|
|
182
|
|
|
$
|
27.25
|
|
|
238
|
|
|
$
|
25.99
|
|
Granted
|
|
243
|
|
|
41.82
|
|
|
78
|
|
|
43.52
|
|
|
73
|
|
|
41.61
|
|
|||
Dividend equivalents granted
|
|
6
|
|
|
41.82
|
|
|
3
|
|
|
43.52
|
|
|
3
|
|
|
41.61
|
|
|||
Quantity change by TSR factor
|
|
—
|
|
|
—
|
|
|
22
|
|
|
27.25
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
|
(342
|
)
|
|
26.25
|
|
|
(114
|
)
|
|
26.78
|
|
|
(69
|
)
|
|
23.47
|
|
|||
Forfeited
|
|
(47
|
)
|
|
26.28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Outstanding at December 31, 2017
|
|
566
|
|
|
33.25
|
|
|
171
|
|
|
35.24
|
|
|
245
|
|
|
31.54
|
|
|||
Granted
|
|
249
|
|
|
47.34
|
|
|
58
|
|
|
48.46
|
|
|
86
|
|
|
47.23
|
|
|||
Dividend equivalents granted
|
|
7
|
|
|
44.10
|
|
|
3
|
|
|
41.91
|
|
|
4
|
|
|
28.06
|
|
|||
Quantity change by TSR factor
|
|
—
|
|
|
—
|
|
|
18
|
|
|
33.21
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
|
(280
|
)
|
|
30.86
|
|
|
(105
|
)
|
|
33.21
|
|
|
(84
|
)
|
|
28.06
|
|
|||
Adjustment for performance vs. target
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
28.06
|
|
|||
Forfeited
|
|
(16
|
)
|
|
38.60
|
|
|
(1
|
)
|
|
38.32
|
|
|
(2
|
)
|
|
33.52
|
|
|||
Outstanding at December 31, 2018
|
|
526
|
|
|
41.18
|
|
|
144
|
|
|
41.91
|
|
|
248
|
|
|
38.29
|
|
|||
Granted
|
|
550
|
|
|
36.27
|
|
|
163
|
|
|
37.20
|
|
|
140
|
|
|
37.34
|
|
|||
Assumed in acquisition
|
|
136
|
|
|
31.99
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Dividend equivalents granted
|
|
23
|
|
|
36.27
|
|
|
6
|
|
|
37.20
|
|
|
9
|
|
|
37.34
|
|
|||
Quantity change by TSR factor
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
37.99
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
|
(304
|
)
|
|
37.04
|
|
|
(59
|
)
|
|
37.99
|
|
|
(93
|
)
|
|
26.35
|
|
|||
Adjustment for performance vs. target
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
37.34
|
|
|||
Forfeited
|
|
(114
|
)
|
|
37.04
|
|
|
(19
|
)
|
|
37.99
|
|
|
(31
|
)
|
|
40.34
|
|
|||
Outstanding at December 31, 2019
|
|
817
|
|
|
$
|
38.32
|
|
|
216
|
|
|
$
|
39.99
|
|
|
279
|
|
|
$
|
41.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Category(1)
|
|
(a) Number of Securities to be Issued
Upon Vesting of Restricted Share Units, Market Restricted Share Units, and Performance Share Units(2) |
|
(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
|
|
1,312
|
|
|
3,037
|
|
|
$
|
22.74
|
|
|
3,309
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Does not include information for equity compensation plans assumed by Synovus in mergers. A total of 2.6 million shares of common stock was issuable upon exercise of options and vesting of restricted share units granted under plans assumed in mergers and outstanding at December 31, 2019. The weighted average exercise price of all options granted under plans assumed in mergers and outstanding at December 31, 2019 was $24.02. Synovus cannot grant additional awards under these assumed plans.
|
(2)
|
Market restricted and performance share units included at defined target levels. Actual shares issued upon vesting may differ based on actual TSR and ROAA and ROATCE (as defined) over the measurement period.
|
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
112,517
|
|
|
$
|
75,582
|
|
|
$
|
(32,341
|
)
|
State
|
2,085
|
|
|
7,081
|
|
|
5,949
|
|
|||
Total current income tax expense (benefit)
|
114,602
|
|
|
82,663
|
|
|
(26,392
|
)
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
46,182
|
|
|
24,894
|
|
|
229,917
|
|
|||
State
|
40,451
|
|
|
11,321
|
|
|
1,139
|
|
|||
Total deferred income tax expense
|
86,633
|
|
|
36,215
|
|
|
231,056
|
|
|||
Total income tax expense
|
$
|
201,235
|
|
|
$
|
118,878
|
|
|
$
|
204,664
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Income tax expense at statutory federal income tax rate
|
$
|
160,653
|
|
|
$
|
114,944
|
|
|
$
|
168,048
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
||||||
State income tax expense, net of federal income tax benefit
|
33,764
|
|
|
17,270
|
|
|
11,961
|
|
|||
Adjustment related to reduction in U.S. federal statutory income tax rate(1)(2)
|
—
|
|
|
(9,865
|
)
|
|
46,573
|
|
|||
Low income housing tax credits and other tax benefits
|
(8,454
|
)
|
|
(6,421
|
)
|
|
(2,759
|
)
|
|||
Low income housing tax credit amortization
|
6,871
|
|
|
5,316
|
|
|
268
|
|
|||
Executive compensation
|
6,385
|
|
|
443
|
|
|
—
|
|
|||
FDIC premiums
|
5,802
|
|
|
2,529
|
|
|
—
|
|
|||
Bank-owned life insurance
|
(4,226
|
)
|
|
(3,055
|
)
|
|
(4,702
|
)
|
|||
Excess tax benefit from share-based compensation
|
(1,337
|
)
|
|
(2,801
|
)
|
|
(4,318
|
)
|
|||
General business tax credits(3)
|
(678
|
)
|
|
(1,163
|
)
|
|
(4,615
|
)
|
|||
Change in valuation allowance(4)
|
—
|
|
|
(3,431
|
)
|
|
(6,227
|
)
|
|||
Other, net
|
2,455
|
|
|
5,112
|
|
|
435
|
|
|||
Total income tax expense
|
$
|
201,235
|
|
|
$
|
118,878
|
|
|
$
|
204,664
|
|
Effective tax rate
|
26.3
|
%
|
|
21.7
|
%
|
|
42.6
|
%
|
|||
|
|
|
|
|
|
(in thousands)
|
2019
|
|
2018
|
||||
Deferred tax assets
|
|
|
|
||||
Lease liability
|
$
|
99,053
|
|
|
$
|
2,526
|
|
Allowance for loan losses
|
73,929
|
|
|
63,952
|
|
||
Net operating loss carryforwards
|
38,972
|
|
|
33,008
|
|
||
Employee benefits and deferred compensation
|
28,874
|
|
|
20,363
|
|
||
Tax credit carryforwards
|
21,076
|
|
|
20,088
|
|
||
Deferred revenue
|
8,237
|
|
|
10,189
|
|
||
Non-performing loan interest
|
5,232
|
|
|
2,442
|
|
||
Net unrealized losses on investment securities available for sale
|
—
|
|
|
24,419
|
|
||
Other
|
15,101
|
|
|
9,415
|
|
||
Total gross deferred tax assets
|
290,474
|
|
|
186,402
|
|
||
Less valuation allowance
|
(18,445
|
)
|
|
—
|
|
||
Total deferred tax assets
|
272,029
|
|
|
186,402
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Right-of-use asset
|
(97,400
|
)
|
|
—
|
|
||
Excess tax over financial statement depreciation
|
(41,097
|
)
|
|
(31,260
|
)
|
||
Net unrealized gains (losses) on investment securities available for sale and cash flow hedges
|
(31,678
|
)
|
|
—
|
|
||
Purchase accounting intangibles
|
(15,184
|
)
|
|
(2,968
|
)
|
||
Fair value of investment securities and loans
|
(8,602
|
)
|
|
—
|
|
||
Other properties held for sale
|
(3,884
|
)
|
|
(5,469
|
)
|
||
Other
|
(9,082
|
)
|
|
(5,571
|
)
|
||
Total gross deferred tax liabilities
|
(206,927
|
)
|
|
(45,268
|
)
|
||
Net deferred tax assets
|
$
|
65,102
|
|
|
$
|
141,134
|
|
|
|
|
|
(1)
|
N/A indicates credits are not measured on a pre-tax earnings basis.
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at January 1,
|
$
|
18,586
|
|
|
$
|
15,117
|
|
|
$
|
14,745
|
|
Additions based on income tax positions related to current year
|
550
|
|
|
1,165
|
|
|
152
|
|
|||
Additions for income tax positions of prior years(1)
|
—
|
|
|
2,321
|
|
|
934
|
|
|||
Additions from acquisition
|
3,464
|
|
|
—
|
|
|
—
|
|
|||
Reductions for income tax positions of prior years
|
(1,589
|
)
|
|
—
|
|
|
(706
|
)
|
|||
Statute of limitation expirations
|
(17
|
)
|
|
(17
|
)
|
|
(8
|
)
|
|||
Balance at December 31,
|
$
|
20,994
|
|
|
$
|
18,586
|
|
|
$
|
15,117
|
|
|
|
|
|
|
|
(1)
|
Includes deferred tax benefits that could reduce future tax liabilities.
|
(in thousands)
|
Community Banking
|
|
Wholesale Banking
|
|
Financial Management Services
|
|
Treasury and Corporate Other
|
|
Synovus Consolidated
|
||||||||||
2019 Proforma
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
825,219
|
|
|
$
|
518,033
|
|
|
$
|
112,431
|
|
|
$
|
140,120
|
|
|
$
|
1,595,803
|
|
Non-interest income
|
136,657
|
|
|
28,948
|
|
|
154,166
|
|
|
36,129
|
|
|
355,900
|
|
|||||
Non-interest expense
|
302,327
|
|
|
71,393
|
|
|
152,115
|
|
|
573,133
|
|
|
1,098,968
|
|
|||||
Pre-provision net revenue
|
$
|
659,549
|
|
|
$
|
475,588
|
|
|
$
|
114,482
|
|
|
$
|
(396,884
|
)
|
|
$
|
852,735
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fourth Quarter (unaudited)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
199,770
|
|
|
$
|
129,792
|
|
|
$
|
26,006
|
|
|
$
|
43,701
|
|
|
$
|
399,269
|
|
Non-interest income
|
34,686
|
|
|
7,161
|
|
|
42,293
|
|
|
13,815
|
|
|
97,955
|
|
|||||
Non-interest expense
|
77,187
|
|
|
16,252
|
|
|
40,976
|
|
|
131,707
|
|
|
266,122
|
|
|||||
Pre-provision net revenue
|
$
|
157,269
|
|
|
$
|
120,701
|
|
|
$
|
27,323
|
|
|
$
|
(74,191
|
)
|
|
$
|
231,102
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Third Quarter Proforma (unaudited)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
203,197
|
|
|
$
|
133,773
|
|
|
$
|
26,582
|
|
|
$
|
38,545
|
|
|
$
|
402,097
|
|
Non-interest income
|
35,145
|
|
|
7,092
|
|
|
40,966
|
|
|
5,557
|
|
|
88,760
|
|
|||||
Non-interest expense
|
76,414
|
|
|
25,413
|
|
|
40,413
|
|
|
134,070
|
|
|
276,310
|
|
|||||
Pre-provision net revenue
|
$
|
161,928
|
|
|
$
|
115,452
|
|
|
$
|
27,135
|
|
|
$
|
(89,968
|
)
|
|
$
|
214,547
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Second Quarter Proforma (unaudited)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
207,493
|
|
|
$
|
128,857
|
|
|
$
|
30,978
|
|
|
$
|
29,934
|
|
|
$
|
397,262
|
|
Non-interest income
|
34,050
|
|
|
7,937
|
|
|
38,628
|
|
|
9,192
|
|
|
89,807
|
|
|||||
Non-interest expense
|
73,910
|
|
|
14,709
|
|
|
37,508
|
|
|
137,999
|
|
|
264,126
|
|
|||||
Pre-provision net revenue
|
$
|
167,633
|
|
|
$
|
122,085
|
|
|
$
|
32,098
|
|
|
$
|
(98,873
|
)
|
|
$
|
222,943
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Quarter Proforma (unaudited)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
214,759
|
|
|
$
|
125,611
|
|
|
$
|
28,865
|
|
|
$
|
27,940
|
|
|
$
|
397,175
|
|
Non-interest income
|
32,776
|
|
|
6,758
|
|
|
32,279
|
|
|
7,565
|
|
|
79,378
|
|
|||||
Non-interest expense
|
74,816
|
|
|
15,019
|
|
|
33,218
|
|
|
169,357
|
|
|
292,410
|
|
|||||
Pre-provision net revenue
|
$
|
172,719
|
|
|
$
|
117,350
|
|
|
$
|
27,926
|
|
|
$
|
(133,852
|
)
|
|
$
|
184,143
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
||||||||||||||||||
(dollars in thousands)
|
Community Banking
|
|
Wholesale Banking
|
|
Financial Management Services
|
|
Treasury and Corporate Other
|
|
Synovus Consolidated
|
||||||||||
Total loans net of deferred fees and costs
|
$
|
12,170,914
|
|
|
$
|
17,643,509
|
|
|
$
|
5,285,455
|
|
|
$
|
2,062,572
|
|
|
$
|
37,162,450
|
|
Total deposits
|
$
|
25,610,777
|
|
|
$
|
8,314,184
|
|
|
$
|
284,716
|
|
|
$
|
4,195,827
|
|
|
$
|
38,405,504
|
|
Total full-time equivalent employees
|
2,301
|
|
|
213
|
|
|
839
|
|
1,911
|
|
|
5,264
|
|
||||||
|
|
|
|
|
|
|
|
|
|
Condensed Balance Sheets
|
|
||||||
|
December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Cash due from bank subsidiary
|
$
|
365,111
|
|
|
$
|
213,096
|
|
Funds due from other depository institutions
|
9,277
|
|
|
9,927
|
|
||
Total cash, cash equivalents, restricted cash, and restricted cash equivalents
|
374,388
|
|
|
223,023
|
|
||
Investment in consolidated bank subsidiary, at equity
|
5,303,005
|
|
|
3,418,471
|
|
||
Investment in consolidated nonbank subsidiaries, at equity
|
43,370
|
|
|
34,586
|
|
||
Note receivable from bank subsidiary
|
100,000
|
|
|
—
|
|
||
Other assets
|
54,142
|
|
|
62,915
|
|
||
Total assets
|
$
|
5,874,905
|
|
|
$
|
3,738,995
|
|
Liabilities and Shareholders' Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Long-term debt
|
$
|
853,897
|
|
|
$
|
555,704
|
|
Other liabilities
|
79,318
|
|
|
49,689
|
|
||
Total liabilities
|
933,215
|
|
|
605,393
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock
|
537,145
|
|
|
195,140
|
|
||
Common stock
|
166,801
|
|
|
143,300
|
|
||
Additional paid-in capital
|
3,819,336
|
|
|
3,060,561
|
|
||
Treasury stock
|
(715,560
|
)
|
|
(1,014,746
|
)
|
||
Accumulated other comprehensive income (loss), net
|
65,641
|
|
|
(94,420
|
)
|
||
Retained earnings
|
1,068,327
|
|
|
843,767
|
|
||
Total shareholders’ equity
|
4,941,690
|
|
|
3,133,602
|
|
||
Total liabilities and shareholders’ equity
|
$
|
5,874,905
|
|
|
$
|
3,738,995
|
|
|
|
|
|
Condensed Statements of Income
|
|
||||||||||
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Income
|
|
|
|
|
|
||||||
Cash dividends received from subsidiaries(1)
|
$
|
400,000
|
|
|
$
|
250,000
|
|
|
$
|
283,210
|
|
Cash distributions received from subsidiaries(1)
|
—
|
|
|
10,000
|
|
|
167,790
|
|
|||
Interest income
|
5,920
|
|
|
1,703
|
|
|
1,443
|
|
|||
Other income (loss)
|
11,590
|
|
|
(3,904
|
)
|
|
345
|
|
|||
Total income
|
417,510
|
|
|
257,799
|
|
|
452,788
|
|
|||
Expenses
|
|
|
|
|
|
||||||
Interest expense
|
41,328
|
|
|
25,287
|
|
|
43,922
|
|
|||
Other expenses
|
13,528
|
|
|
21,455
|
|
|
33,955
|
|
|||
Total expenses
|
54,856
|
|
|
46,742
|
|
|
77,877
|
|
|||
Income before income taxes and equity in undistributed income (loss) of subsidiaries
|
362,654
|
|
|
211,057
|
|
|
374,911
|
|
|||
Allocated income tax benefit
|
(9,753
|
)
|
|
(13,690
|
)
|
|
(30,421
|
)
|
|||
Income before equity in undistributed income (loss) of subsidiaries
|
372,407
|
|
|
224,747
|
|
|
405,332
|
|
|||
Equity in undistributed income (loss) of subsidiaries
|
191,373
|
|
|
203,729
|
|
|
(129,858
|
)
|
|||
Net income
|
563,780
|
|
|
428,476
|
|
|
275,474
|
|
|||
Dividends and redemption charge on preferred stock
|
22,881
|
|
|
17,998
|
|
|
10,238
|
|
|||
Net income available to common shareholders
|
$
|
540,899
|
|
|
$
|
410,478
|
|
|
$
|
265,236
|
|
|
|
|
|
|
|
(1)
|
Substantially all cash dividends and distributions are from Synovus Bank.
|
Condensed Statements of Comprehensive Income
|
|||||||||||||||||||||||||||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||||
(in thousands)
|
Before-tax Amount
|
|
Income Tax
|
|
Net of Tax Amount
|
|
Before-tax Amount
|
|
Income Tax
|
|
Net of Tax Amount
|
|
Before-tax Amount
|
|
Income Tax
|
|
Net of Tax Amount
|
||||||||||||||||||
Net income
|
$
|
765,015
|
|
|
$
|
(201,235
|
)
|
|
$
|
563,780
|
|
|
$
|
547,354
|
|
|
$
|
(118,878
|
)
|
|
$
|
428,476
|
|
|
$
|
480,138
|
|
|
$
|
(204,664
|
)
|
|
$
|
275,474
|
|
Reclassification adjustment for realized (gains) losses included in net income on cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
(50
|
)
|
|
80
|
|
|||||||||
Reclassification adjustment for realized (gains) losses included in net income on investment securities available for sale
|
(22
|
)
|
|
6
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,506
|
)
|
|
2,120
|
|
|
(3,386
|
)
|
|||||||||
Other comprehensive gain (loss) of bank subsidiary
|
216,032
|
|
|
(55,955
|
)
|
|
160,077
|
|
|
(43,447
|
)
|
|
11,252
|
|
|
(32,195
|
)
|
|
6,784
|
|
|
(2,573
|
)
|
|
4,211
|
|
|||||||||
Other comprehensive income (loss)
|
$
|
216,010
|
|
|
$
|
(55,949
|
)
|
|
$
|
160,061
|
|
|
$
|
(43,447
|
)
|
|
$
|
11,252
|
|
|
$
|
(32,195
|
)
|
|
$
|
1,408
|
|
|
$
|
(503
|
)
|
|
$
|
905
|
|
Comprehensive income
|
|
|
|
|
$
|
723,841
|
|
|
|
|
|
|
$
|
396,281
|
|
|
|
|
|
|
$
|
276,379
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statements of Cash Flows
|
|
||||||||||
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
563,780
|
|
|
$
|
428,476
|
|
|
$
|
275,474
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Equity in undistributed (income) loss of subsidiaries
|
(191,373
|
)
|
|
(203,729
|
)
|
|
129,858
|
|
|||
Deferred income tax expense
|
1,775
|
|
|
1,055
|
|
|
60,931
|
|
|||
Net increase (decrease) in other liabilities
|
43,617
|
|
|
9,551
|
|
|
(1,095
|
)
|
|||
Net decrease (increase) in other assets
|
3,367
|
|
|
6,723
|
|
|
(8
|
)
|
|||
Other, net
|
1,037
|
|
|
1,115
|
|
|
(3,330
|
)
|
|||
Net cash provided by operating activities
|
422,203
|
|
|
243,191
|
|
|
461,830
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Proceeds from sales of investment securities available for sale
|
97,389
|
|
|
—
|
|
|
4,305
|
|
|||
Advance of long-term note receivable due from bank subsidiary
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|||
Net decrease in short-term notes receivable from non-bank subsidiaries
|
—
|
|
|
—
|
|
|
35,200
|
|
|||
Return of investment non-bank subsidiary
|
790
|
|
|
—
|
|
|
—
|
|
|||
Net cash received in business combination, net of cash paid
|
4,813
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by investing activities
|
2,992
|
|
|
—
|
|
|
39,505
|
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Dividends paid to common and preferred shareholders
|
(185,664
|
)
|
|
(120,202
|
)
|
|
(64,908
|
)
|
|||
Repurchases of common stock
|
(725,398
|
)
|
|
(175,072
|
)
|
|
(175,079
|
)
|
|||
Repayments and redemption of long-term debt
|
—
|
|
|
—
|
|
|
(600,386
|
)
|
|||
Proceeds from issuance of long-term debt
|
297,174
|
|
|
—
|
|
|
296,866
|
|
|||
Proceeds from issuance of preferred stock
|
342,005
|
|
|
195,140
|
|
|
—
|
|
|||
Redemption of preferred stock
|
—
|
|
|
(130,000
|
)
|
|
—
|
|
|||
Earnout payment
|
(1,947
|
)
|
|
(1,220
|
)
|
|
(892
|
)
|
|||
Net cash used in financing activities
|
(273,830
|
)
|
|
(231,354
|
)
|
|
(544,399
|
)
|
|||
Increase (decrease) in cash and cash equivalents including restricted cash
|
151,365
|
|
|
11,837
|
|
|
(43,064
|
)
|
|||
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of year
|
223,023
|
|
|
211,186
|
|
|
254,250
|
|
|||
Cash, cash equivalents, restricted cash, and restricted cash equivalents at end of year
|
$
|
374,388
|
|
|
$
|
223,023
|
|
|
$
|
211,186
|
|
|
|
|
|
|
|
/s/ Kessel D. Stelling
|
|
/s/ Andrew J. Gregory, Jr.
|
Kessel D. Stelling
|
|
Andrew J. Gregory, Jr.
|
Chairman of the Board and Chief Executive Officer
|
|
Executive Vice President and Chief Financial Officer
|
•
|
“PROPOSALS TO BE VOTED ON” - “PROPOSAL 1: ELECTION OF 11 DIRECTORS”;
|
•
|
“EXECUTIVE OFFICERS”;
|
•
|
“DELINQUENT SECTION 16(a) REPORTS”; 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
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
||
3.3
|
|
|
|
|
|
|
|
3.4
|
|
|
|
|
|
|
|
3.5
|
|
|
|
|
|
|
|
3.6
|
|
|
|
|
|
|
|
3.7
|
|
|
|
|
|
|
|
4.1
|
|
|
|
|
|
||
4.2
|
|
|
|
|
|
|
|
4.3
|
|
|
|
|
|
||
4.4
|
|
|
|
|
|
||
4.5
|
|
|
|
|
|
|
|
4.6
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
4.7
|
|
|
|
|
|
|
|
4.8
|
|
|
|
|
|
|
|
4.9
|
|
|
|
|
|
|
|
4.10
|
|
|
|
|
|
|
|
10.1
|
|
|
|
|
|
|
|
10.2
|
|
|
|
|
|
|
|
10.3
|
|
|
|
|
|
|
|
10.4
|
|
|
|
|
|
|
|
10.5
|
|
|
|
|
|
|
|
10.6
|
|
|
|
|
|
|
|
10.7
|
|
|
|
|
|
|
|
10.8
|
|
|
|
|
|
|
|
10.9
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
10.10
|
|
|
|
|
|
|
|
10.11
|
|
|
|
|
|
|
|
10.12
|
|
|
|
|
|
|
|
10.13
|
|
|
|
|
|
|
|
10.14
|
|
|
|
|
|
|
|
10.15
|
|
|
|
|
|
|
|
10.16
|
|
|
|
|
|
|
|
10.17
|
|
|
|
|
|
|
|
10.18
|
|
|
|
|
|
|
|
10.19
|
|
|
|
|
|
|
|
10.20
|
|
|
|
|
|
|
|
10.21
|
|
|
|
|
|
|
|
10.22
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
10.23
|
|
|
|
|
|
|
|
10.24
|
|
|
|
|
|
|
|
10.25
|
|
|
|
|
|
|
|
10.26
|
|
|
|
|
|
|
|
10.27
|
|
|
|
|
|
|
|
10.28
|
|
|
|
|
|
|
|
10.29
|
|
|
|
|
|
|
|
10.30
|
|
|
|
|
|
|
|
10.31
|
|
|
|
|
|
|
|
10.32
|
|
|
|
|
|
|
|
10.33
|
|
|
|
|
|
|
|
10.34
|
|
|
|
|
|
|
|
10.35
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
10.36
|
|
|
|
|
|
|
|
10.37
|
|
|
|
|
|
|
|
10.38
|
|
|
|
|
|
|
|
10.39
|
|
|
|
|
|
|
|
10.40
|
|
|
|
|
|
|
|
10.41
|
|
|
|
|
|
|
|
10.42
|
|
|
|
|
|
|
|
10.43
|
|
|
|
|
|
|
|
10.44
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
21.1
|
|
|
|
|
|
|
|
23.1
|
|
|
|
|
|
|
|
24.1
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
32
|
|
|
|
|
|
|
|
101
|
|
|
Interactive Data File
|
*
|
Indicates management contracts and compensatory plans and arrangements.
|
|
|
SYNOVUS FINANCIAL CORP.
|
||
|
|
|
|
|
Date:
|
March 2, 2020
|
By:
|
|
/s/ Kessel D. Stelling
|
|
|
|
|
Kessel D. Stelling
|
|
|
|
|
Chairman of the Board and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Kessel D. Stelling
|
|
Chairman of the Board, Chief Executive Officer and Director
|
|
March 2, 2020
|
Kessel D. Stelling
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ Andrew J. Gregory, Jr.
|
|
Executive Vice President and Chief Financial Officer
|
|
March 2, 2020
|
Andrew J. Gregory, Jr.
|
|
(Principal Financial Officer)
|
|
|
|
|
|
||
/s/ Jill K. Hurley
|
|
Chief Accounting Officer
|
|
March 2, 2020
|
Jill K. Hurley
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
||
/s/ Tim E. Bentsen
|
|
Director
|
|
March 2, 2020
|
Tim E. Bentsen
|
|
|
|
|
|
|
|
|
|
/s/ F. Dixon Brooke, Jr.
|
|
Director
|
|
March 2, 2020
|
F. Dixon Brooke, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Stephen T. Butler
|
|
Director
|
|
March 2, 2020
|
Stephen T. Butler
|
|
|
|
|
|
|
|
|
|
/s/ Elizabeth W. Camp
|
|
Director
|
|
March 2, 2020
|
Elizabeth W. Camp
|
|
|
|
|
|
|
|
|
|
/s/ Diana M. Murphy
|
|
Director
|
|
March 2, 2020
|
Diana M. Murphy
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Harris Pastides
|
|
Director
|
|
March 2, 2020
|
Harris Pastides
|
|
|
|
|
|
|
|
|
|
/s/ Joseph J. Prochaska, Jr.
|
|
Director
|
|
March 2, 2020
|
Joseph J. Prochaska, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ John L. Stallworth
|
|
Director
|
|
March 2, 2020
|
John L. Stallworth
|
|
|
|
|
|
|
|
|
|
/s/ Barry L. Storey
|
|
Director
|
|
March 2, 2020
|
Barry L. Storey
|
|
|
|
|
|
|
|
||
/s/ Teresa White
|
|
Director
|
|
March 2, 2020
|
Teresa White
|
|
|
|
|
|
|
|
|
|
•
|
has had same beneficial owner since April 24, 1986;
|
•
|
was acquired by reason of participation in a dividend reinvestment plan offered by us and is held by the same beneficial owner for whom it was acquired under such plan;
|
•
|
is held by the same beneficial owner to whom it was issued as a result of an acquisition of a company or business by us where the resolutions adopted by our board of directors approving such issuance specifically reference and grant such rights;
|
•
|
was acquired under any employee, officer and/or director benefit plan maintained for one or more of our and/or our subsidiaries’ employees, officers and/or directors, and is held by the same beneficial owner for whom it was acquired under such plan;
|
•
|
is held by the same beneficial owner to whom it was issued by us, or to whom it was transferred by us from treasury shares, and the resolutions adopted by our board of directors approving such issuance and/or transfer specifically reference and grant such rights;
|
•
|
has been beneficially owned continuously by the same shareholder for a period of forty-eight (48) consecutive months before the record date of any meeting of shareholders at which the share is eligible to be voted; or
|
•
|
is owned by a holder who, in addition to shares which are beneficially owned under any of the other requirements set forth above, is the beneficial owner of less than 162,723 shares of our common stock (which amount has been appropriately adjusted to reflect the stock splits which have occurred subsequent to April 24, 1986 and with such amount to be appropriately adjusted to properly reflect any other change in our common stock by means of a stock split, a stock dividend, a recapitalization or other similar action occurring after April 24, 1986).
|
•
|
the ratio of Tier 1 capital to adjusted total assets is less than 6 percent;
|
•
|
the aggregate amount of dividends to be declared or anticipated to be declared during the current calendar year exceeds 50 percent of its net after-tax profits before dividends for the previous calendar year; or
|
•
|
its total classified assets in its most recent regulatory examination exceeded 80 percent of its Tier 1 capital plus its allowance for loan and lease losses.
|
•
|
its 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;
|
•
|
its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or
|
•
|
it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.
|
•
|
call a special meeting of our shareholders;
|
•
|
fix, from time to time, the number of members of our board of directors;
|
•
|
remove a member of our board of directors;
|
•
|
approve any merger or consolidation of our company with or into any other corporation, or the sale, lease, exchange or other disposition of all, or substantially all, of our assets to or with any other corporation, person or entity, with respect to which the approval of our shareholders is required by the provisions of the corporate laws of the State of Georgia; and
|
•
|
alter, delete or rescind any provision of our articles of incorporation.
|
|
||||||
|
|
|
|
|
||
Name
|
Title
|
Base Salary
|
||||
|
|
|
||||
Kessel D. Stelling
|
Chairman and Chief Executive Officer
|
$
|
1,125,000
|
|
|
|
Kevin S. Blair
|
President and Chief Operating Officer
|
695,250
|
|
|
||
Andrew J. Gregory, Jr.
|
Executive Vice President and Chief Financial Officer
|
475,000
|
|
|
||
Kevin J. Howard
|
Executive Vice President and Chief Wholesale Banking Officer
|
463,500
|
|
|
||
Mark G. Holladay
|
Executive Vice President and Chief Risk Officer
|
409,902
|
|
|
||
Robert W. Derrick
|
Executive Vice President and Chief Credit Officer
|
329,600
|
|
|
SYNOVUS FINANCIAL CORP.
|
|
By:
|
/s/ Kevin Garrett
|
Name: Kevin Garrett
|
|
Title: Senior Director, Total Rewards
|
Ownership
Percentage Name
|
Place of Incorporation
|
|||||||
|
|
|
||||||
100% Synovus Bank
|
Georgia
|
|||||||
100% Synovus Trust Company, National Association
|
National
|
|||||||
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% BNG Beltline, LLC
|
Georgia
|
|||||||
100% Synovus RP Holdings, LLC
|
Georgia
|
|||||||
100% Global Financial Distributors, Inc.
|
Georgia
|
|||||||
49.99% Azalea Park Partners, LP
|
Maryland
|
|||||||
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
|
|||||||
99.9% 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
|
|||||||
100% Synovus Timber Sound 2017, LLC
|
Georgia
|
|||||||
100% Synovus CAHEC SCPF 2017, LLC
|
Georgia
|
|||||||
100% Synovus Hidden Hills 2017, LLC
|
Georgia
|
|||||||
100% Synovus Stratford 25 2017, LLC
|
Georgia
|
|||||||
100% Synovus RJ SIF 2018, LLC
|
Georgia
|
|||||||
100% Synovus Caroline Arms 2018, LLC
|
Georgia
|
|||||||
100% Synovus BC Federal Investor 2018, LLC
|
Georgia
|
|||||||
100% Synovus BC State Investor 2018, LLC
|
Georgia
|
|||||||
100% Synovus Equipment Leasing, LLC
|
Georgia
|
|||||||
100% Synovus 42EP 2019, LLC
|
Georgia
|
|||||||
100% Synovus Stratford 33 2019, LLC
|
Georgia
|
|||||||
100% FCB REO Assets, LLC
|
Delaware
|
|||||||
100% FCB REO Florida Holdings, LLC
|
Delaware
|
|||||||
100% FCB Commercial Land Holdings, LLC
|
Delaware
|
|||||||
100% FCB REO Holdings, LLC
|
Delaware
|
|||||||
100% FCB REO Properties, LLC
|
Delaware
|
|||||||
100% FCB REO Real Estate, LLC
|
Delaware
|
|||||||
100% FCB Tampa Office Holdings, LLC
|
Delaware
|
|||||||
50% 1790 Main Street Sarasota, LLC
|
Florida
|
|||||||
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, 2019 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:
|
(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:
|
March 2, 2020
|
BY:
|
|
/s/ Kessel D. Stelling
|
|
|
|
|
Kessel D. Stelling
|
|
|
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2019 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:
|
(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:
|
March 2, 2020
|
BY:
|
|
/s/ Andrew J. Gregory, Jr.
|
|
|
|
|
Andrew J. Gregory, Jr.
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
Date:
|
March 2, 2020
|
BY:
|
|
/s/ Kessel D. Stelling
|
|
|
|
|
Kessel D. Stelling
|
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
Date:
|
March 2, 2020
|
BY:
|
|
/s/ Andrew J. Gregory, Jr.
|
|
|
|
|
Andrew J. Gregory, Jr.
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|