Georgia
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58-1134883
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1111 Bay Avenue
Suite 500, Columbus, Georgia
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31901
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(Address of principal executive officers)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $1.00 Par Value
Tangible Equity Units
Series B Participating Cumulative Preferred Stock Purchase Rights
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New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Incorporated Documents
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Form 10-K Reference Locations
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Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held April 26, 2012 (“Proxy Statement”)
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Part III
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Page
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|
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Table of Defined Terms
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Item 4.
Mine Safety Disclosures
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|
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(1)
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further deterioration in credit quality may result in increased non-performing assets and credit losses, which could adversely impact our capital, financial condition, and results of operations;
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(2)
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continuing declines in the values of residential and commercial real estate may result in further write-downs of assets and realized losses on disposition of non-performing assets, which may increase credit losses and negatively affect our financial results;
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(3)
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continuing weakness in the residential and commercial real estate environment, which may negatively impact our ability to dispose of distressed assets, and may result in continued elevated levels of non-performing assets and potential problem loans;
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(4)
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the impact on our borrowing costs, capital costs and our liquidity due to further adverse changes in our credit ratings;
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(5)
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the risk that our allowance for loan losses may prove to be inadequate or may be negatively affected by credit risk exposures;
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(6)
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the concentration of our non-performing assets by loan type, in certain geographic regions and with affiliated borrowing groups;
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(7)
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changes in the interest rate environment 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;
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(8)
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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 or dividend payments on our Common Stock and Series A preferred stock and our ability to support asset growth and sustain our operations and the operations of Synovus Bank;
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(9)
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future availability and cost of additional capital and liquidity on favorable terms, if at all;
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(10)
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the risks that we may be required to undertake additional strategic initiatives or seek or deploy additional capital to satisfy applicable regulatory capital standards and pressures in light of expected increases in capital and liquidity requirements or as a result of supervisory actions or directives;
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(11)
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changes in the cost and availability of funding due to changes in the deposit market and credit market, or the way in which we are perceived in such markets, including a further reduction in our debt ratings;
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(12)
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risks related to the timing of the recoverability of our deferred tax asset, which is subject to considerable judgment, and the risk that even after the recovery of our deferred tax asset balance under GAAP, there will remain limitations on the ability to include our deferred tax assets for regulatory capital purposes;
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(13)
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the risk that we could have an “ownership change” under Section 382 of the Internal Revenue Code, which could impair our ability to timely and fully utilize our net operating losses and built-in losses that may exist when such “ownership change” occurs;
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(14)
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the impact of our continued participation in the TARP and the CPP, including the impact on compensation and other restrictions imposed under TARP which affect our ability to attract, retain, and compensate talented executives and other employees and the impact of actions that we may be required to take to exit from the CPP and repay the outstanding preferred stock issued under the CPP;
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(15)
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the impact of the Dodd-Frank Act and other recent and proposed changes in governmental policy, laws and regulations, including proposed and recently enacted changes in the regulation of banks and financial institutions, or the interpretation or application thereof, including restrictions, increased capital requirements, limitations and/or penalties arising from banking, securities and insurance laws, regulations and examinations and restrictions on compensation;
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(16)
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the impact on our financial results, reputation and business if we are unable to comply with all applicable federal and state regulations and applicable memoranda of understanding, other supervisory actions or directives and any necessary capital initiatives;
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(17)
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the risk that our enterprise risk management framework may not identify or address risks adequately, which may result in unexpected losses;
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(18)
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the continuing impact of the execution of our strategic plan and efficiency and growth initiatives announced in late 2010 and January 2011, including the risk that we may not sustain the annual levels of expense savings realized to date under the plan or achieve the revenue growth and other benefits from such initiatives;
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(19)
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the costs and effects of litigation, investigations, inquiries or similar matters, or adverse facts and developments related thereto;
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(20)
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the costs of services and products to us by third parties, whether as a result of our financial condition, credit ratings, the way we are perceived by such parties, the economy or otherwise;
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(21)
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the effects of any damages to Synovus' reputation resulting from developments related to any of the items identified above; and
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(22)
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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.
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•
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Return to profitability in the second half of 2011
-Synovus reported net income available to common shareholders of
$12.8 million
for the fourth quarter of
2011
, compared to net income available to common shareholders of
$15.7 million
for the third quarter of
2011
, and a net loss attributable to common shareholders of
$180.0 million
in the fourth quarter of
2010
. Diluted net income per common share for the fourth quarter of
2011
was $0.01, compared to diluted net income
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•
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Continued improvement in credit metrics
- We continued to aggressively manage credit and improve credit quality metrics. Total credit costs were $568.1 million in
2011
, a 57.3% decline from $1.33 billion in
2010
. Total net charge-offs were
$585.8 million
in
2011
, a 57.3% decline from
$1.37 billion
in
2010
. New non-performing loan inflows were $948.8 million in
2011
, a 40.2% improvement from $1.59 billion in
2010
. The total write-downs and allowance on total non-performing assets at
December 31, 2011
was approximately 43%.
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•
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Continued disposition of distressed assets
- During
2011
, we continued to execute on our strategy to dispose of distressed assets, disposing of $702.5 million of distressed assets. As a result, non-performing assets have continued to decline at a steady pace and were
$1.12 billion
at
December 31, 2011
, a 12.7% decline from
December 31, 2010
, and a 39.4% decline from the peak in the first quarter of
2010
.
|
•
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Net interest margin
-Net interest margin in the fourth quarter of 2011 was 3.52%, an increase of five basis points from the third quarter of 2011 and an increase of fifteen basis points from the fourth quarter of
2010
. The net interest margin for the year ended December 31, 2011 was 3.51%, an increase of fifteen basis points from 2010.
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•
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Focus on expense control
- In 2011, we continued our focus on expense control and realized a $105.8 million or a 10.5% reduction in total non-interest expense, and a $95.3 million or 11.7% reduction in core non-interest expense. See “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP financial measures”. During 2011, we completed a process re-design of our loan and deposit operations systems to reduce costs while improving the customer experience and began implementation of these changes in the third quarter. Deposit and consumer loan implementation was completed by the 2011 year-end, with commercial loan changes expected to be completed by the end of the first quarter of 2012. Through process redesign and our other efficiency initiatives, we achieved substantial progress in aligning our operating cost structure with the current size of our organization. We will continue targeted efforts to identify additional efficiencies while retaining a structure that supports growth. Total reported non-interest expense for 2011 was $903.8 million compared to $1.01 billion for 2010. The total number of employees at
December 31, 2011
was 5,224, a decrease of 885, compared to 6,109 at
December 31, 2010
.
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•
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Deposits
- Total deposits at
December 31, 2011
were
$22.41 billion
, a decrease of $2.09 billion, or 8.5% from
December 31, 2010
. The decline in total deposits was driven primarily by a planned reduction of brokered deposits and a continued wind-down of the Shared Deposits program. Total core deposits, excluding time deposits, at
December 31, 2011
grew $600.6 million, or 3.9% from December 31, 2010 and non-interest bearing demand deposits as a percentage of total deposits increased to 23.9% at
December 31, 2011
from 17.5% at December 31, 2010. See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP financial measures”.
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•
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Balance sheet
- At
December 31, 2011
, total assets were
$27.16 billion
and total shareholders' equity was
$2.83 billion
.
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Division
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State(s)
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CB&T Bank of East Alabama
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Alabama
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Community Bank & Trust of Southeast Alabama
|
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Alabama
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The Bank of Tuscaloosa
|
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Alabama
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Sterling Bank
|
|
Alabama
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First Commercial Bank of Huntsville
|
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Alabama
|
First Commercial Bank
|
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Alabama
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The First Bank of Jasper
|
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Alabama
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The Tallahassee State Bank
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Florida
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Coastal Bank and Trust of Florida
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Florida
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First Coast Community Bank
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Florida
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Synovus Bank
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Florida
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Synovus Bank of Jacksonville
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Florida
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Columbus Bank and Trust Company
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Georgia
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Commercial Bank
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Georgia
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Commercial Bank & Trust Company of Troup County
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Georgia
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SB&T Bank
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Georgia
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The Coastal Bank of Georgia
|
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Georgia
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First State Bank and Trust Company of Valdosta
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Georgia
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Bank of Coweta
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Georgia
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First Community Bank of Tifton
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Georgia
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CB&T Bank of Middle Georgia
|
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Georgia
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Sea Island Bank
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Georgia
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Citizens First Bank
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Georgia
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AFB&T
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Georgia
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Bank of North Georgia
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Georgia
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Georgia Bank & Trust
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Georgia
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NBSC
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South Carolina
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The Bank of Nashville
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Tennessee
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Trust One Bank
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Tennessee
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Cohutta Banking Company
|
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Tennessee and Georgia
|
|
|
|
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State
|
|
Branches
|
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Georgia
|
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129
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Alabama
|
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47
|
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South Carolina
|
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42
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Florida
|
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55
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Tennessee
|
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20
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Total
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293
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|
|
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•
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Synovus Securities, Inc., headquartered in Columbus, Georgia, which specializes in professional portfolio management for fixed-income securities, investment banking, the execution of securities transactions as a broker/dealer and the provision of individual investment advice on equity and other securities;
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•
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Synovus Trust Company, N.A., headquartered in Columbus, Georgia, which provides trust services;
|
•
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Synovus Mortgage Corp., headquartered in Birmingham, Alabama, which offers mortgage services; and
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•
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GLOBALT, Inc., headquartered in Atlanta, Georgia, which provides asset management and financial planning services.
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Table 3 – Loans by Type
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2011
|
|
2010
|
||||||||||
(Dollars in thousands)
|
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Total Loans
|
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% *
|
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Total Loans
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% *
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||||||
Investment properties
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$
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4,557,313
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22.7
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%
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$
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5,059,102
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|
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23.4
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1-4 family properties
|
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1,618,484
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8.1
|
|
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2,102,787
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|
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9.7
|
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||
Land acquisition
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1,094,821
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5.4
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|
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1,218,691
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|
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5.7
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||
Total commercial real estate
|
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7,270,618
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36.2
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|
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8,380,580
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38.8
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||
Commercial and industrial
|
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8,941,274
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44.5
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|
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9,264,811
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|
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42.9
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||
Retail
|
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3,879,907
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19.3
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3,950,808
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|
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18.3
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||
Deferred fees and costs, net
|
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(11,986
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)
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nm
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(10,436
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)
|
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nm
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||
Total loans, net of deferred fees and costs
|
|
$
|
20,079,813
|
|
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100.0
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%
|
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$
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21,585,763
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
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*
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Loan balance in each category expressed as a percentage of total loans, net of deferred fees and costs.
|
Table 4 – Loans by State
|
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2011
|
|
2010
|
||||||||||
(Dollars in thousands)
|
|
Total Loans
|
|
As a % of
Total Loan
Portfolio
|
|
Total Loans
|
|
As a % of
Total Loan
Portfolio
|
||||||
Georgia
|
|
$
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10,666,542
|
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53.1
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%
|
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$
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11,345,896
|
|
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52.6
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%
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Atlanta
|
|
3,597,103
|
|
|
17.9
|
|
|
3,587,597
|
|
|
16.6
|
|
||
Florida
|
|
2,603,167
|
|
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13.0
|
|
|
2,830,251
|
|
|
13.1
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|
||
South Carolina
|
|
2,730,401
|
|
|
13.6
|
|
|
3,019,120
|
|
|
14.0
|
|
||
Tennessee
|
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873,466
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|
|
4.3
|
|
|
974,548
|
|
|
4.5
|
|
||
Alabama
|
|
3,206,237
|
|
|
16.0
|
|
|
3,415,948
|
|
|
15.8
|
|
||
Consolidated
|
|
$
|
20,079,813
|
|
|
100.0
|
%
|
|
$
|
21,585,763
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
•
|
ALCO -Interest Rate/Market Risk and Liquidity Risk
|
•
|
Credit Risk Committee - Credit Risk
|
•
|
Regulatory Compliance Risk Committee - Compliance Risk
|
•
|
Operational Risk Committee - Operational Risk
|
•
|
Strategic Risk Committee - Reputation Risk, Litigation Risk, and Strategic Risk
|
•
|
banking or managing or controlling banks;
|
•
|
furnishing services to or performing services for our subsidiaries; and
|
•
|
any activity that the Federal Reserve Board determines to be so closely related to banking as to be a proper incident to the business of banking, including:
|
•
|
acting as agent or broker in selling credit life insurance and other types of insurance in connection with credit transaction;
|
•
|
providing certain community development activities (such as making investments in projects designed primarily to promote community welfare); and
|
•
|
our net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends;
|
•
|
our prospective rate of earnings retention is not consistent with the holding company's capital needs and overall current and prospective financial condition; or
|
•
|
we will not meet, or are in danger of not meeting, the minimum regulatory capital adequacy ratios.
|
•
|
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 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 losses, as reflected in the examination.
|
Table 5 – Capital Ratios as of December 31, 2011
|
||||||||||||
|
|
Regulatory
Minimums
|
|
Regulatory
Minimums
to be Well-
Capitalized
|
|
Synovus
|
|
Synovus
Bank
|
||||
Tier 1 capital ratio
|
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4.0
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%
|
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6.0
|
%
|
|
12.94
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%
|
|
13.87
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%
|
Total risk-based capital ratio
|
|
8.0
|
|
|
10.0
|
|
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16.49
|
|
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15.14
|
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Leverage ratio
|
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4.0
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|
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5.0
|
|
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10.08
|
|
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10.82
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|
•
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Well Capitalized - The insured depository institution exceeds the required minimum level for each relevant capital measure. A well capitalized insured depository institution is one (1) having a total risk-based capital ratio of 10 percent or greater, (2) having a Tier 1 risk-based capital ratio of 6 percent or greater, (3) having a leverage capital ratio of 5 percent or greater, and (4) that is not subject to any order or written directive to meet and maintain a specific capital level for any capital measure.
|
•
|
Adequately Capitalized - The insured depository institution meets the required minimum level for each relevant capital measure. An adequately capitalized insured depository institution is one (1) having a total risk-based capital ratio of 8 percent or greater, (2) having a Tier 1 risk-based capital ratio of 4 percent or greater, and (3) having a leverage capital ratio of 4 percent or greater, or a leverage capital ratio of 3 percent or greater if the institution is rated composite 1 under the CAMELS (Capital, Assets, Management, Earnings, Liquidity and Sensitivity to market risk) rating system; and (4) failing to meet the definition of a well capitalized bank.
|
•
|
Undercapitalized - The insured depository institution fails to meet the required minimum level for any relevant capital measure. An undercapitalized insured depository institution is one (1) having a total risk-based capital ratio of less than 8 percent, (2) having a Tier 1 risk-based capital ratio of less than 4 percent, or (3) a leverage capital ratio of less than 4 percent, or if the institution is rated a composite 1 under the CAMELS rating system, a leverage capital ratio of less than 3 percent.
|
•
|
Significantly Undercapitalized - The insured depository institution is significantly below the required minimum level for any relevant capital measure. A significantly undercapitalized insured depository institution is one (1) having a total risk-based capital ratio of less than 6 percent, (2) a Tier 1 risk-based capital ratio of less than 3 percent, or (3) a leverage capital ratio of less than 3 percent.
|
•
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Critically Undercapitalized - The insured depository institution fails to meet a critical capital level set by the appropriate federal banking agency. A critically undercapitalized institution is one having a ratio of tangible equity to total assets that is equal to or less than 2 percent.
|
•
|
Creation of the CFPB with centralized authority, including examination and enforcement authority, for consumer protection in the banking industry.
|
•
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New limitations on federal preemption.
|
•
|
New prohibitions and restrictions on the ability of a banking entity and nonbank financial company to engage in proprietary trading and have certain interests in, or relationships with, a hedge fund or private equity fund.
|
•
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Application of new regulatory capital requirements, including changes to leverage and risk-based capital standards and changes to the components of permissible tiered capital.
|
•
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Requirement that the company and its subsidiary bank be well capitalized and well managed in order to engage in activities permitted for financial holding companies.
|
•
|
Changes to the assessment base for deposit insurance premiums.
|
•
|
Permanently raising the FDIC's standard maximum insurance amount to $250,000 and, through December 31, 2012, providing unlimited insurance coverage for noninterest-bearing demand transaction accounts.
|
•
|
Repeal of the prohibition on the payment of interest on demand deposits, effective July 21, 2011, thereby permitting depository institutions to pay interest on business transaction and other accounts.
|
•
|
Restrictions on compensation, including a prohibition on incentive-based compensation arrangements that encourage inappropriate risk by taking covered financial institutions and are deemed to be excessive, or that may lead to material losses.
|
•
|
Requirement that sponsors of asset-backed securities retain a percentage of the credit risk underlying the securities.
|
•
|
Requirement that banking regulators remove references to and requirements of reliance upon credit ratings from their regulations and replace them with appropriate alternatives for evaluating creditworthiness.
|
•
|
the federal Truth-In-Lending Act and Regulation Z issued by the Federal Reserve Board, governing disclosures of credit terms to consumer borrowers;
|
•
|
the Home Mortgage Disclosure Act and Regulation C issued by the Federal Reserve Board, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;
|
•
|
the Equal Credit Opportunity Act and Regulation B issued by the Federal Reserve Board, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;
|
•
|
the Fair Credit Reporting Act and Regulation V issued by the Federal Reserve Board, governing the use and provision of information to consumer reporting agencies;
|
•
|
the Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and
|
•
|
the guidance of the various federal agencies charged with the responsibility of implementing such federal laws.
|
•
|
the Truth in Savings Act and Regulation DD issued by the Federal Reserve Board, which requires disclosure of deposit terms to consumers;
|
•
|
Regulation CC issued by the Federal Reserve Board, which relates to the availability of deposit funds to consumers;
|
•
|
the Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and
|
•
|
the Electronic Funds Transfer Act and Regulation E issued by the Federal Reserve Board, which governs automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of automated teller machines and other electronic banking services.
|
•
|
total reported loans for construction, land development and other land represent 100 percent or more of the institutions total capital, or
|
•
|
total commercial real estate loans represent 300 percent or more of the institution's total capital, and the outstanding balance of the institution's commercial real estate loan portfolio has increased by 50 percent or more during the prior 36 months.
|
•
|
enhancing the sales and service approach for targeted customer segments;
|
•
|
aligning the cost structure with the current size of the organization; and
|
•
|
enhancing the customer experience by streamlining processes.
|
•
|
efficiency initiatives expected to generate an estimated $100 million in annual expense savings by the end of 2012;
|
•
|
enhancements to Synovus' Large Corporate Banking initiative; and
|
•
|
streamlining of processes and enhanced product offerings and technology to improve the customer experience and reduce operating inefficiencies.
|
•
|
Creation of the CFPB with centralized authority, including examination and enforcement authority, for consumer protection in the banking industry.
|
•
|
New limitations on federal preemption.
|
•
|
New prohibitions and restrictions on the ability of a banking entity and nonbank financial company to engage in proprietary trading and have certain interests in, or relationships with, a hedge fund or private equity fund.
|
•
|
Application of new regulatory capital requirements, including changes to leverage and risk-based capital standards and changes to the components of permissible tiered capital.
|
•
|
Requirement that the company and its subsidiary bank be well capitalized and well managed in order to engage in activities permitted for financial holding companies.
|
•
|
Changes to the assessment base for deposit insurance premiums.
|
•
|
Permanently raising the FDIC's standard maximum deposit insurance amount to $250,000 limit for federal deposit insurance and provide unlimited insurance coverage for noninterest-bearing demand transaction accounts through 2012.
|
•
|
Repeal of the prohibition on the payment of interest on demand deposits, effective July 21, 2011, thereby permitting depository institutions to pay interest on business transaction and other accounts.
|
•
|
Restrictions on compensation, including a prohibition on incentive-based compensation arrangements that encourage inappropriate risk taking by covered financial institutions and are deemed to be excessive, or that may lead to material losses.
|
•
|
Requirement that sponsors of asset-backed securities retain a percentage of the credit risk of the assets underlying the securities.
|
•
|
Requirement that banking regulators remove references to and requirements of reliance upon credit ratings from their regulations and replace them with appropriate alternatives for evaluating credit worthiness.
|
Square Footage
|
|
Number
of
Locations
|
|
Average
Square
Footage
|
||
Under 3,000
|
|
19
|
|
|
1,783
|
|
3,000 – 9,999
|
|
39
|
|
|
5,046
|
|
10,000 – 18,999
|
|
7
|
|
|
13,251
|
|
19,000 – 30,000
|
|
12
|
|
|
23,975
|
|
Over 30,000
|
|
5
|
|
|
43,796
|
|
Table 6 – Stock Price Information
2011
|
|
High
|
|
Low
|
|||
Quarter ended December 31, 2011
|
|
$
|
1.68
|
|
|
0.94
|
|
Quarter ended September 30, 2011
|
|
2.20
|
|
|
1.07
|
|
|
Quarter ended June 30, 2011
|
|
2.77
|
|
|
1.99
|
|
|
Quarter ended March 31, 2011
|
|
2.99
|
|
|
2.37
|
|
|
2010
|
|
|
|
|
|||
Quarter ended December 31, 2010
|
|
$
|
2.76
|
|
|
1.94
|
|
Quarter ended September 30, 2010
|
|
2.81
|
|
|
1.98
|
|
|
Quarter ended June 30, 2010
|
|
3.85
|
|
|
2.45
|
|
|
Quarter ended March 31, 2010
|
|
3.92
|
|
|
2.04
|
|
Table 7 – Dividends
|
|
Date Paid
|
|
Per
Share
Amount
|
||
2011
|
|
|
|
|
||
Quarter ended December 31, 2011
|
|
January 3, 2012
|
|
$
|
0.0100
|
|
Quarter ended September 30, 2011
|
|
October 3, 2011
|
|
0.0100
|
|
|
Quarter ended June 30, 2011
|
|
July 1, 2011
|
|
0.0100
|
|
|
Quarter ended March 31, 2011
|
|
April 1, 2011
|
|
0.0100
|
|
|
|
|
|
||||
2010
|
|
|
|
|
||
Quarter ended December 31, 2011
|
|
January 3, 2011
|
|
$
|
0.0100
|
|
Quarter ended September 30, 2011
|
|
October 1, 2010
|
|
0.0100
|
|
|
Quarter ended June 30, 2011
|
|
July 1, 2010
|
|
0.0100
|
|
|
Quarter ended March 31, 2011
|
|
April 1, 2010
|
|
0.0100
|
|
•
|
our net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; or
|
•
|
our prospective rate of earnings retention is not consistent with the holding company's capital needs and overall current and prospective financial condition; or
|
•
|
we will not meet, or are in danger of not meeting the minimum regulatory capital adequacy ratios.
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|||||||
Synovus
|
$
|
100
|
|
|
80.77
|
|
|
67.19
|
|
|
16.92
|
|
|
22.12
|
|
|
12.15
|
|
S&P 500
|
100
|
|
|
105.48
|
|
|
66.93
|
|
|
84.28
|
|
|
96.78
|
|
|
98.81
|
|
|
KBW Regional Bank
|
$
|
100
|
|
|
78.43
|
|
|
64.07
|
|
|
49.76
|
|
|
59.81
|
|
|
56.69
|
|
|
|
Years Ended December 31,
|
||||||||||||||
(in thousands, except per share data)
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||
Income Statement
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenues
(1)
|
|
$
|
1,188,021
|
|
|
1,292,951
|
|
|
1,406,913
|
|
|
1,495,090
|
|
|
1,519,606
|
|
Net interest income
|
|
924,154
|
|
|
986,333
|
|
|
1,010,310
|
|
|
1,077,893
|
|
|
1,148,948
|
|
|
Provision for loan losses
|
|
418,795
|
|
|
1,131,274
|
|
|
1,805,599
|
|
|
699,883
|
|
|
170,208
|
|
|
Non-interest income
|
|
338,874
|
|
|
305,347
|
|
|
410,670
|
|
|
417,241
|
|
|
371,638
|
|
|
Non-interest expense
|
|
903,765
|
|
|
1,009,576
|
|
|
1,221,289
|
|
|
1,456,057
|
|
|
830,343
|
|
|
(Loss) income from continuing operations, net of
income taxes
|
|
(60,844
|
)
|
|
(834,019)
|
|
|
(1,433,931)
|
|
|
(580,376)
|
|
|
337,969
|
|
|
Income from discontinued operations, net of income
taxes
(2)
|
|
—
|
|
|
43,162
|
|
|
4,590
|
|
|
5,650
|
|
|
188,336
|
|
|
Net (loss) income
|
|
(60,844
|
)
|
|
(790,857)
|
|
|
(1,429,341)
|
|
|
(574,726)
|
|
|
526,305
|
|
|
Net (loss) income attributable to non-controlling
interest
|
|
(220
|
)
|
|
(179)
|
|
|
2,364
|
|
|
7,712
|
|
|
—
|
|
|
Net (loss) income attributable to controlling interest
|
|
(60,624
|
)
|
|
(790,678)
|
|
|
(1,431,705)
|
|
|
(582,438)
|
|
|
526,305
|
|
|
Dividends on and accretion of discount on preferred
stock
|
|
58,088
|
|
|
57,510
|
|
|
56,966
|
|
|
2,057
|
|
|
—
|
|
|
Net (loss) income attributable to common shareholders
|
|
(118,712
|
)
|
|
(848,188)
|
|
|
(1,488,671)
|
|
|
(584,495)
|
|
|
526,305
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Per share data
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||
Net (loss) income from continuing operations attributable to common shareholders
|
|
(0.15
|
)
|
|
(1.30)
|
|
|
(4.00)
|
|
|
(1.79)
|
|
|
1.03
|
|
|
Net (loss) income attributable to common shareholders
|
|
(0.15
|
)
|
|
(1.24)
|
|
|
(3.99)
|
|
|
(1.77)
|
|
|
1.61
|
|
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||
Net (loss) income from continuing operations attributable to common shareholders
|
|
(0.15
|
)
|
|
(1.30)
|
|
|
(4.00)
|
|
|
(1.79)
|
|
|
1.02
|
|
|
Net (loss) income attributable to common shareholders
|
|
(0.15
|
)
|
|
(1.24)
|
|
|
(3.99)
|
|
|
(1.77)
|
|
|
1.60
|
|
|
Cash dividends declared on common stock
|
|
0.04
|
|
|
0.04
|
|
|
0.04
|
|
|
0.46
|
|
|
0.82
|
|
|
Book value per common share
(3)
|
|
2.06
|
|
|
2.29
|
|
|
3.93
|
|
|
8.68
|
|
|
10.43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment securities available for sale
|
|
3,690,125
|
|
|
3,440,268
|
|
|
3,188,735
|
|
|
3,770,022
|
|
|
3,554,878
|
|
|
Loans, net of deferred fees and costs
|
|
20,079,813
|
|
|
21,585.763
|
|
|
25,383,068
|
|
|
27,920,177
|
|
|
26,498,585
|
|
|
Deposits
|
|
22,411,752
|
|
|
24,500,304
|
|
|
27,433,533
|
|
|
28,617,179
|
|
|
24,959,816
|
|
|
Long-term debt
|
|
1,364,727
|
|
|
1,808,161
|
|
|
1,751,592
|
|
|
2,107,173
|
|
|
1,890,235
|
|
|
Total shareholders’ equity
|
|
2,827,452
|
|
|
2,997,918
|
|
|
2,851,041
|
|
|
3,787,158
|
|
|
3,441,590
|
|
|
Average total shareholders’ equity
|
|
2,907,339
|
|
|
3,134.335
|
|
|
3,285,014
|
|
|
3,435,574
|
|
|
3,935,910
|
|
|
Average total assets
|
|
28,512,193
|
|
|
31,966,180
|
|
|
34,423,617
|
|
|
34,052,014
|
|
|
32,895,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Performance ratios and other data
|
|
|
|
|
|
|
|
|
|
|
||||||
Return on average assets from continuing operations
|
|
(0.21
|
)%
|
|
(2.61)
|
|
|
(4.17)
|
|
|
(1.70)
|
|
|
1.03
|
|
|
Return on average assets
|
|
(0.21
|
)
|
|
(2.47)
|
|
|
(4.16)
|
|
|
(1.71)
|
|
|
1.60
|
|
|
Return on average equity from continuing operations
|
|
(2.09
|
)
|
|
(26.61)
|
|
|
(43.65)
|
|
|
(16.89)
|
|
|
8.59
|
|
|
Return on average equity
|
|
(2.09
|
)
|
|
(25.23)
|
|
|
(43.58)
|
|
|
(16.95)
|
|
|
13.37
|
|
|
Net interest margin
|
|
3.51
|
|
|
3.36
|
|
|
3.19
|
|
|
3.47
|
|
|
3.97
|
|
|
Dividend payout ratio
(4)
|
|
nm
|
|
|
nm
|
|
|
nm
|
|
|
nm
|
|
|
51.25
|
|
|
Average shareholders’ equity to average assets
|
|
10.20
|
|
|
9.81
|
|
|
9.54
|
|
|
10.09
|
|
|
11.96
|
|
|
Tangible common equity to risk-weighted assets ratio
(5)
|
|
8.60
|
|
|
8.90
|
|
|
7.03
|
|
|
8.74
|
|
|
9.19
|
|
|
Tangible common equity to tangible assets ratio
(5)
|
|
6.81
|
|
|
6.73
|
|
|
5.74
|
|
|
7.86
|
|
|
8.90
|
|
|
Earnings to fixed charges ratio
|
|
0.74
|
x
|
|
(1.48)x
|
|
|
(2.17)x
|
|
|
0.16x
|
|
|
1.47x
|
|
|
Average common shares outstanding, basic
|
|
785,272
|
|
|
685,186
|
|
|
372,943
|
|
|
329,319
|
|
|
326,849
|
|
|
Average common shares outstanding, diluted
|
|
785,272
|
|
|
685,186
|
|
|
372,943
|
|
|
329,319
|
|
|
329,863
|
|
(1)
|
Consists of net interest income and non-interest income, excluding investment securities gains (losses), net.
|
(2)
|
On December 31, 2007, Synovus completed the tax-free spin-off of its shares of TSYS common stock to Synovus shareholders. In accordance with the provisions of ASC 360-10-35, Accounting for the Impairment or Disposal of Long-lived Assets, and ASC 420-10-50, Exit or Disposal Cost Obligations, the historical consolidated results of operations and financial position of TSYS, as well as all costs recorded by Synovus associated with the spin-off of TSYS, are presented as discontinued operations. Discontinued operations for the year ended December 31, 2007 also include a $4.2 million after-tax gain related to the transfer of Synovus’ proprietary mutual funds to a non-affiliated third-party. Discontinued operations for the years ended December 31, 2010, 2009, 2008 and 2007 include the revenues and expenses of Synovus’ merchant services business, the sale of which was completed on March 31, 2010. Additionally, discontinued operations for the year ended December 31, 2010 include a $42.4 million gain, after tax, on the sale of the merchant services business.
|
(3)
|
Total shareholders’ equity less Series A Preferred Stock and prepaid common stock purchase contracts divided by common shares outstanding.
|
(4)
|
Determined by dividing cash dividends declared per common share by diluted net income per share.
|
(5)
|
The tangible common equity to risk-weighted assets ratio is a non-GAAP measure which is calculated as follows: (total shareholders’ equity minus preferred stock minus goodwill minus other intangible assets) divided by total risk-adjusted assets. See reconciliation of “Non-GAAP Financial Measures” in this Report.
|
(6)
|
The tangible common equity to tangible assets ratio is a non-GAAP measure which is calculated as follows: (total shareholders’ equity minus preferred stock minus goodwill minus other intangible assets) divided by (total assets minus goodwill minus other intangible assets). See reconciliation of “Non-GAAP Financial Measures” in this Report.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Table 8 - Financial Performance Summary
|
|
|
||||||||
|
|
Years Ended December 31,
|
||||||||
(dollars in thousands, except per share data)
|
|
2011
|
|
2010
|
|
Change
|
||||
Net Interest income
|
|
$
|
924,154
|
|
|
986,333
|
|
|
(6.3
|
)%
|
Provision for loan losses
|
|
418,795
|
|
|
1,131,274
|
|
|
(63.0
|
)
|
|
Non-interest income
|
|
338,874
|
|
|
305,347
|
|
|
11.0
|
|
|
Non-interest expense
|
|
903,765
|
|
|
1,009,576
|
|
|
(10.5
|
)
|
|
Core Expenses
(1)
|
|
717,371
|
|
|
812,704
|
|
|
(11.7
|
)
|
|
Loss from continuing operations before income taxes
|
|
(59,532
|
)
|
|
(849,170
|
)
|
|
(93.0
|
)
|
|
Pre-tax, pre-credit costs income
(1)
|
|
470,650
|
|
|
480,247
|
|
|
(2.0
|
)
|
|
Loss from continuing operations
|
|
(60,844
|
)
|
|
(834,019
|
)
|
|
(92.7
|
)
|
|
Net loss attributable to controlling interest
|
|
(60,624
|
)
|
|
(790,678
|
)
|
|
(92.3
|
)
|
|
Diluted loss per common share:
|
|
|
|
|
|
|
|
|||
Loss from continuing operations attributable to common shareholders
|
|
$
|
(0.15
|
)
|
|
(1.30
|
)
|
|
(88.5
|
)
|
Net loss attributable to common shareholders
|
|
(0.15
|
)
|
|
(1.24
|
)
|
|
(87.9
|
)
|
|
|
|
|
|
|
|
|
||||
|
|
December 31,
|
||||||||
|
|
2011
|
|
2010
|
|
Change
|
||||
Loans, net of deferred fees and costs
|
|
$
|
20,079,813
|
|
|
21,585,763
|
|
|
(7.0
|
)%
|
Total deposits
|
|
22,411,752
|
|
|
24,500,304
|
|
|
(8.5
|
)
|
|
Core deposits
(1)
|
|
20,628,578
|
|
|
21,347,955
|
|
|
(3.4
|
)
|
|
Core deposits excluding time deposits
(1)
|
|
16,037,414
|
|
|
15,436,805
|
|
|
3.9
|
|
|
|
|
|
|
|
|
|
||||
Net interest margin
|
|
3.51
|
%
|
|
3.36
|
|
|
15
|
bp
|
|
Non-performing assets ratio
|
|
5.50
|
|
|
5.83
|
|
|
(33
|
)
|
|
Past dues over 90 days
|
|
0.07
|
|
|
0.08
|
|
|
(1
|
)
|
|
Net charge-off ratio
|
|
2.84
|
|
|
5.82
|
|
|
(298
|
)
|
|
|
|
|
|
|
|
|
||||
Tier 1 capital
|
|
$
|
2,780,774
|
|
|
2,909,912
|
|
|
(4.4
|
)%
|
Tier 1 common equity
|
|
1,824,493
|
|
|
1,962,529
|
|
|
(7.0
|
)
|
|
Total risk-based capital
|
|
3,544,089
|
|
|
3,742,599
|
|
|
(5.3
|
)
|
|
Tier 1 capital ratio
|
|
12.94
|
%
|
|
12.79
|
|
|
15
|
bp
|
|
Tier 1 common equity ratio
|
|
8.49
|
|
|
8.63
|
|
|
(14
|
)
|
|
Total risk-based capital ratio
|
|
16.49
|
|
|
16.45
|
|
|
4
|
|
|
Total shareholders’ equity to total assets ratio
(2)
|
|
10.41
|
|
|
9.96
|
|
|
45
|
|
|
Tangible common equity to tangible assets ratio
(1)
|
|
6.81
|
|
|
6.73
|
|
|
8
|
|
|
Tangible common equity to risk-weighted assets ratio
(1)
|
|
8.60
|
|
|
8.90
|
|
|
(30
|
)
|
|
Tangible book value per common share
(1)
(3) (4)
|
|
2.02
|
|
|
2.25
|
|
|
(10.2
|
)%
|
(1)
|
See reconciliation of “Non-GAAP Financial Measures” in this Report.
|
(2)
|
Total shareholders’ equity divided by total assets.
|
(3)
|
Excludes the carrying value of goodwill and other intangible assets from common equity and total assets.
|
(4)
|
Equity and common shares exclude impact of unexercised tangible equity units (tMEDS).
|
Table 10 - Net Interest Income
|
|
|
||||||||
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
|
2011
|
|
2010
|
|
2009
|
||||
Interest income
|
|
$
|
1,141,756
|
|
|
1,320,581
|
|
|
1,509,189
|
|
Taxable-equivalent adjustment
|
|
3,580
|
|
|
4,224
|
|
|
4,846
|
|
|
Interest income, taxable-equivalent
|
|
1,145,336
|
|
|
1,324,805
|
|
|
1,514,035
|
|
|
Interest expense
|
|
217,602
|
|
|
334,248
|
|
|
498,879
|
|
|
Net interest income, taxable-equivalent
|
|
$
|
927,734
|
|
|
990,557
|
|
|
1,015,156
|
|
|
|
|
|
|
|
|
Table 11 - Consolidated Average Balances, Interest, and Yields
|
||||||||||||||||||||||||||||||
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||||||||||
(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)
|
|
$
|
20,563,724
|
|
|
1,014,144
|
|
|
4.93
|
%
|
|
$
|
23,480,939
|
|
|
1,166,045
|
|
|
4.97
|
%
|
|
$
|
27,053,391
|
|
|
1,319,404
|
|
|
4.88
|
%
|
Tax-exempt loans, net
(1)(2)(3)
|
|
153,181
|
|
|
8,110
|
|
|
5.29
|
|
|
143,173
|
|
|
7,891
|
|
|
5.51
|
|
|
169,349
|
|
|
7,003
|
|
|
4.14
|
|
|||
Less Allowance for loan losses
|
|
649,024
|
|
|
—
|
|
|
—
|
|
|
899,015
|
|
|
—
|
|
|
—
|
|
|
777,332
|
|
|
—
|
|
|
—
|
|
|||
Loans, net
|
|
20,067,881
|
|
|
1,022,254
|
|
|
5.09
|
|
|
22,725,097
|
|
|
1,173,936
|
|
|
5.17
|
|
|
26,445,408
|
|
|
1,326,407
|
|
|
5.02
|
|
|||
Investment securities
available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable investment securities
|
|
3,309,981
|
|
|
106,010
|
|
|
3.20
|
|
|
3,045,501
|
|
|
127,669
|
|
|
4.19
|
|
|
3,249,124
|
|
|
162,956
|
|
|
5.02
|
|
|||
Tax-exempt investment
securities
(3)
|
|
32,177
|
|
|
2,167
|
|
|
6.73
|
|
|
62,999
|
|
|
4,410
|
|
|
7.00
|
|
|
102,681
|
|
|
7,210
|
|
|
7.02
|
|
|||
Total investment securities
|
|
3,342,158
|
|
|
108,177
|
|
|
3.24
|
|
|
3,108,500
|
|
|
132,079
|
|
|
4.25
|
|
|
3,351,805
|
|
|
170,166
|
|
|
5.08
|
|
|||
Trading account assets
|
|
17,706
|
|
|
925
|
|
|
5.22
|
|
|
15,664
|
|
|
843
|
|
|
5.38
|
|
|
17,556
|
|
|
1,091
|
|
|
6.21
|
|
|||
Interest earning deposits with
banks
|
|
23,712
|
|
|
114
|
|
|
0.48
|
|
|
18,474
|
|
|
15
|
|
|
0.08
|
|
|
50,267
|
|
|
324
|
|
|
0.64
|
|
|||
Due from Federal Reserve
Bank
|
|
2,639,885
|
|
|
6,660
|
|
|
0.25
|
|
|
3,156,763
|
|
|
7,986
|
|
|
0.25
|
|
|
1,461,965
|
|
|
3,650
|
|
|
0.25
|
|
|||
Federal funds sold and
securities purchased under
resale agreements
|
|
149,893
|
|
|
118
|
|
|
0.08
|
|
|
173,268
|
|
|
229
|
|
|
0.13
|
|
|
207,618
|
|
|
357
|
|
|
0.17
|
|
|||
FHLB and Federal Reserve
Bank stock
|
|
99,028
|
|
|
893
|
|
|
0.90
|
|
|
129,508
|
|
|
1,063
|
|
|
0.82
|
|
|
132,415
|
|
|
1,203
|
|
|
0.91
|
|
|||
Mortgage loans held for sale
|
|
121,244
|
|
|
6,195
|
|
|
5.11
|
|
|
171,361
|
|
|
8,654
|
|
|
5.05
|
|
|
206,085
|
|
|
10,837
|
|
|
5.26
|
|
|||
Total interest earning assets
|
|
26,461,507
|
|
|
1,145,336
|
|
|
4.33
|
%
|
|
29,498,635
|
|
|
1,324,805
|
|
|
4.49
|
|
|
31,873,119
|
|
|
1,514,035
|
|
|
4.75
|
|
|||
Cash and due from banks
|
|
437,648
|
|
|
|
|
|
|
526,301
|
|
|
|
|
|
|
522,256
|
|
|
|
|
|
|||||||||
Premises and equipment, net
|
|
502,390
|
|
|
|
|
|
|
565,896
|
|
|
|
|
|
|
596,148
|
|
|
|
|
|
|||||||||
Other real estate
|
|
261,369
|
|
|
|
|
|
|
237,773
|
|
|
|
|
|
|
262,600
|
|
|
|
|
|
|||||||||
Other assets
(4)
|
|
849,279
|
|
|
|
|
|
|
1,137,575
|
|
|
|
|
|
|
1,169,494
|
|
|
|
|
|
|||||||||
Total assets
|
|
$
|
28,512,193
|
|
|
|
|
|
|
$
|
31,966,180
|
|
|
|
|
|
|
$
|
34,423,617
|
|
|
|
|
|
||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest bearing demand
deposits
|
|
$
|
3,416,021
|
|
|
10,296
|
|
|
0.30
|
%
|
|
$
|
3,680,419
|
|
|
14,036
|
|
|
0.38
|
%
|
|
$
|
3,586,798
|
|
|
15,916
|
|
|
0.44
|
%
|
Money market accounts
|
|
6,884,462
|
|
|
47,489
|
|
|
0.69
|
|
|
7,389,926
|
|
|
73,242
|
|
|
0.99
|
|
|
7,943,855
|
|
|
91,199
|
|
|
1.15
|
|
|||
Savings deposits
|
|
513,123
|
|
|
679
|
|
|
0.13
|
|
|
486,176
|
|
|
705
|
|
|
0.15
|
|
|
469,419
|
|
|
711
|
|
|
0.15
|
|
|||
Time deposits
|
|
7,320,737
|
|
|
115,420
|
|
|
1.58
|
|
|
10,350,182
|
|
|
200,344
|
|
|
1.94
|
|
|
12,050,867
|
|
|
348,422
|
|
|
2.89
|
|
|||
Federal funds purchased and
securities sold under
repurchase agreements
|
|
389,582
|
|
|
1,064
|
|
|
0.27
|
|
|
480,700
|
|
|
1,921
|
|
|
0.40
|
|
|
918,735
|
|
|
3,840
|
|
|
0.42
|
|
|||
Long-term debt
|
|
1,731,218
|
|
|
42,654
|
|
|
2.46
|
|
|
1,807,021
|
|
|
44,000
|
|
|
2.43
|
|
|
1,964,411
|
|
|
38,791
|
|
|
1.97
|
|
|||
Total interest bearing liabilities
|
|
20,255,143
|
|
|
217,602
|
|
|
1.07
|
%
|
|
24,194,424
|
|
|
334,248
|
|
|
1.38
|
%
|
|
26,934,085
|
|
|
498,879
|
|
|
1.85
|
|
|||
Non-interest bearing demand deposits
|
|
5,082,164
|
|
|
|
|
|
|
4,315,353
|
|
|
|
|
|
|
3,915,925
|
|
|
|
|
|
|||||||||
Other liabilities
|
|
263,184
|
|
|
|
|
|
|
298,200
|
|
|
|
|
|
|
252,254
|
|
|
|
|
|
|||||||||
Equity
|
|
2,911,702
|
|
|
|
|
|
|
3,158,203
|
|
|
|
|
|
|
3,321,353
|
|
|
|
|
|
|||||||||
Total liabilities and equity
|
|
$
|
28,512,193
|
|
|
|
|
|
|
$
|
31,966,180
|
|
|
|
|
|
|
$
|
34,423,617
|
|
|
|
|
|
||||||
Net interest income/margin
|
|
|
|
927,734
|
|
|
3.51
|
%
|
|
|
|
990,557
|
|
|
3.36
|
%
|
|
|
|
1,015,156
|
|
|
3.19
|
%
|
||||||
Less Taxable-equivalent adjustment
|
|
|
|
3,580
|
|
|
|
|
|
|
4,224
|
|
|
|
|
|
|
4,846
|
|
|
|
|||||||||
Net interest income, actual
|
|
|
|
924,154
|
|
|
|
|
|
|
986,333
|
|
|
|
|
|
|
1,010,310
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Average loans are shown net of deferred fees and costs. Non-performing loans are included.
|
(2)
|
Interest income includes loan fees as follows: 2011 — $17.3 million, 2010 — $18.4
million, and 2009 — $22.8 million.
|
(3)
|
Reflects taxable-equivalent adjustments, using the statutory federal tax rate of 35%, adjusting interest on tax-exempt loans and investment securities to a taxable-equivalent basis.
|
(4)
|
Includes average net unrealized gains (losses) on investment securities available for sale of $98.6 million, $129.6 million, and $133.1 million for the years ended December 31, 2011, 2010, and 2009, respectively.
|
Table 12 - Rate/Volume Analysis
|
|||||||||||||||||||
|
|
2011 Compared to 2010
|
|
2010 Compared to 2009
|
|||||||||||||||
|
|
Change Due to
(1)
|
|
Change Due to
(1)
|
|||||||||||||||
(in thousands)
|
|
Volume
|
|
Yield/Rate
|
|
Net Change
|
|
Volume
|
|
Yield/Rate
|
|
Net Change
|
|||||||
Interest earned on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Taxable loans, net
|
|
$
|
(144,986
|
)
|
|
(6,915
|
)
|
|
(151,901
|
)
|
|
(174,336
|
)
|
|
20,977
|
|
|
(153,359
|
)
|
Tax-exempt loans, net
(2)
|
|
551
|
|
|
(332
|
)
|
|
219
|
|
|
(1,084
|
)
|
|
1,972
|
|
|
888
|
|
|
Taxable investment securities
|
|
11,082
|
|
|
(32,741
|
)
|
|
(21,659
|
)
|
|
(10,222
|
)
|
|
(25,065
|
)
|
|
(35,287
|
)
|
|
Tax-exempt investment securities
(2)
|
|
(2,158
|
)
|
|
(85
|
)
|
|
(2,243
|
)
|
|
(2,786
|
)
|
|
(14
|
)
|
|
(2,800
|
)
|
|
Trading account assets
|
|
110
|
|
|
(28
|
)
|
|
82
|
|
|
(117
|
)
|
|
(131
|
)
|
|
(248
|
)
|
|
Interest earning deposits with banks
|
|
4
|
|
|
95
|
|
|
99
|
|
|
(203
|
)
|
|
(106
|
)
|
|
(309
|
)
|
|
Due from Federal Reserve Bank
|
|
(1,292
|
)
|
|
(34
|
)
|
|
(1,326
|
)
|
|
4,237
|
|
|
99
|
|
|
4,336
|
|
|
Federal funds sold and securities
purchased under resale agreements
|
|
(30
|
)
|
|
(82
|
)
|
|
(112
|
)
|
|
(58
|
)
|
|
(69
|
)
|
|
(127
|
)
|
|
FHLB and Federal Reserve Bank stock
|
|
(250
|
)
|
|
80
|
|
|
(170
|
)
|
|
(26
|
)
|
|
(114
|
)
|
|
(140
|
)
|
|
Mortgage loans held for sale
|
|
(2,531
|
)
|
|
72
|
|
|
(2,459
|
)
|
|
(1,826
|
)
|
|
(357
|
)
|
|
(2,183
|
)
|
|
Total interest income
|
|
(139,500
|
)
|
|
(39,970
|
)
|
|
(179,470
|
)
|
|
(186,421
|
)
|
|
(2,808
|
)
|
|
(189,229
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest paid on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest bearing demand deposits
|
|
(1,005
|
)
|
|
(2,735
|
)
|
|
(3,740
|
)
|
|
412
|
|
|
(2,292
|
)
|
|
(1,880
|
)
|
|
Money market accounts
|
|
(5,004
|
)
|
|
(20,749
|
)
|
|
(25,753
|
)
|
|
(6,370
|
)
|
|
(11,587
|
)
|
|
(17,957
|
)
|
|
Savings deposits
|
|
40
|
|
|
(67
|
)
|
|
(27
|
)
|
|
25
|
|
|
(30
|
)
|
|
(5
|
)
|
|
Time deposits
|
|
(58,771
|
)
|
|
(26,153
|
)
|
|
(84,924
|
)
|
|
(49,150
|
)
|
|
(98,928
|
)
|
|
(148,078
|
)
|
|
Federal funds purchased and securities sold under repurchase agreements
|
|
(364
|
)
|
|
(493
|
)
|
|
(857
|
)
|
|
(1,840
|
)
|
|
(79
|
)
|
|
(1,919
|
)
|
|
Other borrowed funds
|
|
(1,842
|
)
|
|
496
|
|
|
(1,346
|
)
|
|
(3,101
|
)
|
|
8,310
|
|
|
5,209
|
|
|
Total interest expense
|
|
(66,946
|
)
|
|
(49,701
|
)
|
|
(116,647
|
)
|
|
(60,024
|
)
|
|
(104,606
|
)
|
|
(164,630
|
)
|
|
Net interest income
|
|
$
|
(72,554
|
)
|
|
9,731
|
|
|
(62,823
|
)
|
|
(126,397
|
)
|
|
101,798
|
|
|
(24,599
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The change in interest due to both rate and volume has been allocated to the yield/rate component.
|
(2)
|
Reflects taxable-equivalent adjustments, using the statutory federal income tax rate of 35%, in adjusting interest on tax-exempt loans and investment securities to a taxable-equivalent basis.
|
Table 13 - Non-interest Income
|
||||||||||
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
|
2011
|
|
2010
|
|
2009
|
||||
Service charges on deposit accounts
|
|
$
|
78,770
|
|
|
105,114
|
|
|
117,751
|
|
Fiduciary and asset management fees
|
|
45,809
|
|
|
44,142
|
|
|
44,168
|
|
|
Brokerage revenue
|
|
26,006
|
|
|
28,184
|
|
|
28,475
|
|
|
Mortgage banking income
|
|
20,316
|
|
|
33,334
|
|
|
38,521
|
|
|
Bankcard fees
|
|
41,493
|
|
|
41,420
|
|
|
36,139
|
|
|
Investment securities gains (losses), net
|
|
75,007
|
|
|
(1,271
|
)
|
|
14,067
|
|
|
Other fee income
|
|
19,953
|
|
|
21,129
|
|
|
31,200
|
|
|
(Decrease) increase in fair value of private equity investments, net
|
|
(1,118
|
)
|
|
7,203
|
|
|
1,379
|
|
|
Gain from sale of MasterCard shares
|
|
—
|
|
|
—
|
|
|
8,351
|
|
|
Gain from sale of Visa shares
|
|
—
|
|
|
—
|
|
|
51,900
|
|
|
Other non-interest income
|
|
32,638
|
|
|
26,092
|
|
|
38,719
|
|
|
Total non-interest income
|
|
$
|
338,874
|
|
|
305,347
|
|
|
410,670
|
|
|
|
|
|
|
|
|
Table 14 - Non-interest Expense
|
|
|
||||||||
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
|
2011
|
|
2010
|
|
2009
|
||||
Salaries and other personnel expense
|
|
$
|
371,148
|
|
|
418,629
|
|
|
425,170
|
|
Net occupancy and equipment expense
|
|
114,037
|
|
|
122,046
|
|
|
123,105
|
|
|
FDIC insurance and other regulatory fees
|
|
59,063
|
|
|
69,480
|
|
|
76,314
|
|
|
Foreclosed real estate expense, net
|
|
133,570
|
|
|
163,630
|
|
|
354,269
|
|
|
(Gains) losses on other loans held for sale, net
|
|
(2,737
|
)
|
|
3,050
|
|
|
1,703
|
|
|
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
15,090
|
|
|
Professional fees
|
|
40,585
|
|
|
45,554
|
|
|
38,802
|
|
|
Data processing expense
|
|
35,757
|
|
|
45,478
|
|
|
45,131
|
|
|
Visa indemnification charge (recovery)
|
|
6,038
|
|
|
—
|
|
|
(6,441
|
)
|
|
Restructuring charges
|
|
30,665
|
|
|
5,538
|
|
|
5,995
|
|
|
Loss (gain) on curtailment of post-retirement defined benefit plan
|
|
398
|
|
|
(7,092
|
)
|
|
—
|
|
|
Other operating expenses
|
|
115,241
|
|
|
143,263
|
|
|
142,151
|
|
|
Total non-interest expense
|
|
$
|
903,765
|
|
|
1,009,576
|
|
|
1,221,289
|
|
|
|
|
|
|
|
|
Table 15 - Investment Securities Available for Sale
|
|||||||
|
|
December 31,
|
|||||
(in thousands)
|
|
2011
|
|
2010
|
|||
U.S. Treasury securities
|
|
$
|
426
|
|
|
257,672
|
|
U.S. Government agency securities
|
|
40,493
|
|
|
51,791
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
675,421
|
|
|
862,320
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
285,753
|
|
|
459,838
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
2,002,006
|
|
|
1,629,445
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
651,500
|
|
|
29,994
|
|
|
State and municipal securities
|
|
25,318
|
|
|
50,343
|
|
|
Equity securities
|
|
3,759
|
|
|
12,806
|
|
|
Other investments
|
|
5,449
|
|
|
86,059
|
|
|
Total
|
|
$
|
3,690,125
|
|
|
3,440,268
|
|
|
|
|
|
|
Table 16
|
|
Maturities and Average Yields of Investment Securities Available for Sale
|
|||||||||||||||||
(in thousands)
|
|
Within One
Year
|
|
1 to 5
Years
|
|
5 to 10
Years
|
|
More Than
10 Years
|
|
No Stated
Maturity
|
|
Total
|
|||||||
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. Treasury securities
|
|
$
|
426
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
426
|
|
U.S. Government agency securities
|
|
—
|
|
|
451
|
|
|
32,139
|
|
|
7,903
|
|
|
—
|
|
|
40,493
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
17,345
|
|
|
658,076
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
675,421
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
—
|
|
|
310
|
|
|
238
|
|
|
285,205
|
|
|
—
|
|
|
285,753
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
1,095
|
|
|
23,176
|
|
|
637,384
|
|
|
1,340,351
|
|
|
—
|
|
|
2,002,006
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
—
|
|
|
—
|
|
|
164
|
|
|
651,336
|
|
|
—
|
|
|
651,500
|
|
|
State and municipal securities
|
|
3,567
|
|
|
11,883
|
|
|
5,220
|
|
|
4,648
|
|
|
—
|
|
|
25,318
|
|
|
Other investments
|
|
999
|
|
|
450
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|
5,449
|
|
|
Securities with no stated maturity
(equity securities)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,759
|
|
|
3,759
|
|
|
Total
|
|
$
|
23,432
|
|
|
694,346
|
|
|
675,145
|
|
|
2,293,443
|
|
|
3,759
|
|
|
3,690,125
|
|
Average Yield
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. Treasury securities
|
|
1.62
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.62
|
|
|
U.S. Government agency securities
|
|
—
|
|
|
6.44
|
|
|
5.66
|
|
|
4.93
|
|
|
—
|
|
|
5.53
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
4.65
|
|
|
1.55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.63
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
—
|
|
|
6.45
|
|
|
4.5
|
|
|
4.22
|
|
|
—
|
|
|
4.22
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
3.73
|
|
|
4.21
|
|
|
2.06
|
|
|
3.13
|
|
|
—
|
|
|
2.79
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
—
|
|
|
—
|
|
|
4.12
|
|
|
2.52
|
|
|
—
|
|
|
2.52
|
|
|
State and municipal securities
|
|
6.72
|
|
|
6.57
|
|
|
6.62
|
|
|
5.91
|
|
|
—
|
|
|
6.48
|
|
|
Other investments
|
|
6.83
|
|
|
—
|
|
|
—
|
|
|
3.87
|
|
|
—
|
|
|
4.09
|
|
|
Securities with no stated maturity
(equity securities)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.38
|
|
|
2.38
|
|
|
Total
|
|
4.97
|
%
|
|
1.72
|
|
|
2.26
|
|
|
3.09
|
|
|
2.38
|
|
|
2.69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 17 - Loans by Type
|
|
|
|
|
|
|
||||||||
|
|
2011
|
|
2010
|
||||||||||
(dollars in thousands)
|
|
Total Loans
|
|
%
(1)
|
|
Total Loans
|
|
%
(1)
|
||||||
Investment properties
|
|
$
|
4,557,313
|
|
|
22.7
|
%
|
|
$
|
5,059,102
|
|
|
23.4
|
%
|
1-4 family properties
|
|
1,618,484
|
|
|
8.1
|
|
|
2,102,787
|
|
|
9.7
|
|
||
Land acquisition
|
|
1,094,821
|
|
|
5.4
|
|
|
1,218,691
|
|
|
5.7
|
|
||
Total commercial real estate
|
|
7,270,618
|
|
|
36.2
|
|
|
8,380,580
|
|
|
38.8
|
|
||
Commercial and industrial
|
|
8,941,274
|
|
|
44.5
|
|
|
9,264,811
|
|
|
42.9
|
|
||
Home equity lines
|
|
1,619,585
|
|
|
8.1
|
|
|
1,648,039
|
|
|
7.7
|
|
||
Consumer mortgages
|
|
1,411,749
|
|
|
7.0
|
|
|
1,475,261
|
|
|
6.8
|
|
||
Credit cards
|
|
273,098
|
|
|
1.3
|
|
|
284,970
|
|
|
1.3
|
|
||
Other retail loans
|
|
575,475
|
|
|
2.9
|
|
|
542,538
|
|
|
2.5
|
|
||
Total retail
|
|
3,879,907
|
|
|
19.3
|
|
|
3,950,808
|
|
|
18.3
|
|
||
Deferred fees and costs, net
|
|
(11,986
|
)
|
|
—
|
|
|
(10,436
|
)
|
|
—
|
|
||
Total loans, net of deferred fees and costs
|
|
$
|
20,079,813
|
|
|
100.0
|
%
|
|
$
|
21,585,763
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
||||||
(1)
Loan balance in each category expressed as a percentage of total loans, net of deferred fees and costs.
|
Table 18 - Loans by State
|
||||||||||||||
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||
(dollars in thousands)
|
|
Total Loans
|
|
As a % of
Total Loan
Portfolio
|
|
Total Loans
|
|
As a % of
Total Loan
Portfolio
|
||||||
Georgia
(1)
|
|
$
|
10,666,542
|
|
|
53.1
|
%
|
|
$
|
11,345,896
|
|
|
52.6
|
%
|
Florida
|
|
2,603,167
|
|
|
13.0
|
|
|
2,830,251
|
|
|
13.1
|
|
||
South Carolina
|
|
2,730,401
|
|
|
13.6
|
|
|
3,019,120
|
|
|
14.0
|
|
||
Tennessee
|
|
873,466
|
|
|
4.3
|
|
|
974,548
|
|
|
4.5
|
|
||
Alabama
|
|
3,206,237
|
|
|
16.0
|
|
|
3,415,948
|
|
|
15.8
|
|
||
Total
|
|
$
|
20,079,813
|
|
|
100.0
|
%
|
|
$
|
21,585,763
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
•
|
Reduced net loan charge-offs by $785.6 million or 57.3% from $1.37 billion in 2010 to $585.8 million in 2011.
|
•
|
Reduced NPL inflows by $638.3 million or 40.2% from $1.59 billion in 2010 to $948.8 million in 2011.
|
•
|
Reduced loans rated special mention by $414.1 million or 16.5% from $2.50 billion at December 31, 2010 to $2.09 billion at December 31, 2011.
|
•
|
Reduced loans rated accruing substandard by $564.3 million or 32.4% from $1.74 billion at December 31, 2010 to $1.18 billion at December 31, 2011.
|
•
|
Continued migration in the mix of the loan portfolio to reduced levels of higher credit risk loan types.
|
•
|
risk of grading not keeping pace with the speed and depth of deterioration in economic conditions, particularly related to identifying special-mention credits;
|
Table 31 - Accruing TDRs by Loan Type
|
|
|
|
|
|
|
||||||||
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||
(dollars in thousands)
|
|
Total
|
|
%
|
|
Total
|
|
%
|
||||||
Investment properties
|
|
$
|
206,627
|
|
|
30.9
|
%
|
|
$
|
178,790
|
|
|
38.5
|
%
|
1-4 family properties
|
|
134,774
|
|
|
20.2
|
|
|
56,118
|
|
|
12.1
|
|
||
Land acquisition
|
|
81,244
|
|
|
12.1
|
|
|
69,979
|
|
|
15.1
|
|
||
Total commercial real estate
|
|
422,645
|
|
|
63.2
|
|
|
304,887
|
|
|
65.7
|
|
||
Commercial and industrial
|
|
206,289
|
|
|
30.9
|
|
|
154,469
|
|
|
33.3
|
|
||
Home equity lines
|
|
6,741
|
|
|
1.0
|
|
|
2,892
|
|
|
0.6
|
|
||
Consumer mortgages
|
|
31,096
|
|
|
4.6
|
|
|
1,796
|
|
|
0.4
|
|
||
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Other retail loans
|
|
1,701
|
|
|
0.3
|
|
|
79
|
|
|
—
|
|
||
Total retail
|
|
39,538
|
|
|
5.9
|
|
|
4,767
|
|
|
1.0
|
|
||
Total loans, net of deferred fees and costs
|
|
$
|
668,472
|
|
|
100.0
|
%
|
|
$
|
464,123
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
•
|
allowing partial runoff of maturing brokered deposits,
|
•
|
reducing utilization of brokered money market accounts,
|
•
|
reduction of Shared Deposit balances as the program expires, and
|
•
|
maintaining and enhancing local market core deposit base.
|
Table 34 - Contractual Cash Obligations
|
||||||||||||||||
|
|
Payments Due After December 31, 2011
|
||||||||||||||
(in thousands)
|
|
1 Year or Less
|
|
Over 1 - 3 Years
|
|
4 - 5 Years
|
|
After 5 Years
|
|
Total
|
||||||
Long-term debt
|
|
$
|
379,947
|
|
|
459,232
|
|
*
|
188,216
|
|
|
475,950
|
|
|
1,503,345
|
|
Capital lease obligations
|
|
525
|
|
|
1,068
|
|
|
949
|
|
|
3,504
|
|
|
6,046
|
|
|
Operating leases
|
|
30,017
|
|
|
50,093
|
|
|
36,254
|
|
|
213,331
|
|
|
329,695
|
|
|
Total contractual cash obligations
|
|
$
|
410,489
|
|
|
510,393
|
|
|
225,419
|
|
|
692,785
|
|
|
1,839,086
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 36 - Short-term Borrowings
|
|
|
|
|
|
|
||||
(dollars in thousands)
|
|
2011
|
|
2010
|
|
2009
|
||||
Balance at December 31,
|
|
$
|
313,757
|
|
|
499,226
|
|
|
475,062
|
|
Weighted average interest rate at December 31,
|
|
0.24
|
%
|
|
0.30
|
|
|
0.53
|
|
|
Maximum month end balance during the year
|
|
$
|
452,903
|
|
|
543,690
|
|
|
1,580,259
|
|
Average amount outstanding during the year
|
|
389,583
|
|
|
480,700
|
|
|
918,735
|
|
|
Weighted average interest rate during the year
|
|
0.27
|
%
|
|
0.40
|
|
|
0.42
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|||||
(in thousands, except share and per share data)
|
|
2011
|
|
2010
|
|||
ASSETS
|
|
|
|
|
|||
Cash and cash equivalents
|
|
$
|
510,423
|
|
|
389,021
|
|
Interest bearing funds with Federal Reserve Bank
|
|
1,567,006
|
|
|
3,103,896
|
|
|
Interest earning deposits with banks
|
|
13,590
|
|
|
16,446
|
|
|
Federal funds sold and securities purchased under resale agreements
|
|
158,916
|
|
|
160,502
|
|
|
Trading account assets, at fair value
|
|
16,866
|
|
|
22,294
|
|
|
Mortgage loans held for sale, at fair value
|
|
161,509
|
|
|
232,839
|
|
|
Other loans held for sale
|
|
30,156
|
|
|
127,365
|
|
|
Investment securities available for sale, at fair value
|
|
3,690,125
|
|
|
3,440,268
|
|
|
Loans, net of deferred fees and costs
|
|
20,079,813
|
|
|
21,585,763
|
|
|
Allowance for loan losses
|
|
(536,494
|
)
|
|
(703,547
|
)
|
|
Loans, net
|
|
19,543,319
|
|
|
20,882,216
|
|
|
Premises and equipment, net
|
|
486,923
|
|
|
544,971
|
|
|
Goodwill
|
|
24,431
|
|
|
24,431
|
|
|
Other intangible assets, net
|
|
8,525
|
|
|
12,434
|
|
|
Other real estate
|
|
204,232
|
|
|
261,305
|
|
|
Other assets
|
|
746,824
|
|
|
875,160
|
|
|
Total assets
|
|
$
|
27,162,845
|
|
|
30,093,148
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|||
Liabilities
|
|
|
|
|
|||
Deposits:
|
|
|
|
|
|||
Non-interest bearing deposits
|
|
$
|
5,366,868
|
|
|
4,298,372
|
|
Interest bearing deposits, excluding brokered deposits
|
|
15,261,710
|
|
|
17,049,583
|
|
|
Brokered deposits
|
|
1,783,174
|
|
|
3,152,349
|
|
|
Total deposits
|
|
22,411,752
|
|
|
24,500,304
|
|
|
Federal funds purchased and securities sold under repurchase agreements
|
|
313,757
|
|
|
499,226
|
|
|
Long-term debt
|
|
1,364,727
|
|
|
1,808,161
|
|
|
Other liabilities
|
|
245,157
|
|
|
260,910
|
|
|
Total liabilities
|
|
24,335,393
|
|
|
27,068,601
|
|
|
Equity
|
|
|
|
|
|||
Shareholders’ equity:
|
|
|
|
|
|||
Series A Preferred Stock – no par value.
Authorized
100,000,000 shares; 967,870 issued and outstanding at December 31,
2011 and 2010
|
|
947,017
|
|
|
937,323
|
|
|
Common stock - $1.00 par value. Authorized 1,200,000,000 shares;
issued 790,988,880 at December 31, 2011 and 790,956,289 at
December 31, 2010; outstanding 785,295,428 at December 31, 2011
and 785,262,837 at December 31, 2010
|
|
790,989
|
|
|
790,956
|
|
|
Additional paid-in capital
|
|
2,241,171
|
|
|
2,293,264
|
|
|
Treasury stock, at cost – 5,693,452 shares at both December 31, 2011 and
December 31, 2010
|
|
(114,176
|
)
|
|
(114,176
|
)
|
|
Accumulated other comprehensive income
|
|
21,093
|
|
|
57,158
|
|
|
Accumulated deficit
|
|
(1,058,642
|
)
|
|
(966,607
|
)
|
|
Total shareholders’ equity
|
|
2,827,452
|
|
|
2,997,918
|
|
|
Non-controlling interest in subsidiaries
|
|
—
|
|
|
26,629
|
|
|
Total equity
|
|
2,827,452
|
|
|
3,024,547
|
|
|
Total liabilities and equity
|
|
$
|
27,162,845
|
|
|
30,093,148
|
|
|
|
Years Ended December 31,
|
||||||||
(in thousands, except per share data)
|
|
2011
|
|
2010
|
|
2009
|
||||
Interest income:
|
|
|
|
|
|
|
||||
Loans, including fees
|
|
$
|
1,019,036
|
|
|
1,170,941
|
|
|
1,323,942
|
|
Investment securities available for sale:
|
|
|
|
|
|
|
||||
U.S. Treasury securities
|
|
18,986
|
|
|
36,381
|
|
|
65,095
|
|
|
U.S. Government agency securities
|
|
2,715
|
|
|
3,749
|
|
|
352
|
|
|
Mortgage-backed securities
|
|
83,073
|
|
|
85,904
|
|
|
96,441
|
|
|
State and municipal securities
|
|
1,425
|
|
|
2,933
|
|
|
4,786
|
|
|
Equity securities
|
|
24
|
|
|
22
|
|
|
23
|
|
|
Other investments
|
|
2,105
|
|
|
2,675
|
|
|
2,247
|
|
|
Trading account assets
|
|
925
|
|
|
843
|
|
|
1,091
|
|
|
Mortgage loans held for sale
|
|
6,195
|
|
|
8,654
|
|
|
10,837
|
|
|
Other loans held for sale
|
|
381
|
|
|
249
|
|
|
45
|
|
|
Federal funds purchased and securities sold under repurchase agreements
|
|
117
|
|
|
229
|
|
|
356
|
|
|
Interest on Federal Reserve Bank balances
|
|
6,660
|
|
|
7,986
|
|
|
3,650
|
|
|
Interest earning deposits with banks
|
|
114
|
|
|
15
|
|
|
324
|
|
|
Total interest income
|
|
1,141,756
|
|
|
1,320,581
|
|
|
1,509,189
|
|
|
Interest expense:
|
|
|
|
|
|
|
||||
Deposits
|
|
173,885
|
|
|
288,327
|
|
|
456,247
|
|
|
Federal funds purchased and securities sold under repurchase agreements
|
|
1,063
|
|
|
1,921
|
|
|
3,841
|
|
|
Long-term debt
|
|
42,654
|
|
|
44,000
|
|
|
38,791
|
|
|
Total interest expense
|
|
217,602
|
|
|
334,248
|
|
|
498,879
|
|
|
Net interest income
|
|
924,154
|
|
|
986,333
|
|
|
1,010,310
|
|
|
Provision for loan losses
|
|
418,795
|
|
|
1,131,274
|
|
|
1,805,599
|
|
|
Net interest income (expense) after provision for loan losses
|
|
505,359
|
|
|
(144,941
|
)
|
|
(795,289
|
)
|
|
Non-interest income:
|
|
|
|
|
|
|
||||
Service charges on deposit accounts
|
|
78,770
|
|
|
105,114
|
|
|
117,751
|
|
|
Fiduciary and asset management fees
|
|
45,809
|
|
|
44,142
|
|
|
44,168
|
|
|
Brokerage revenue
|
|
26,006
|
|
|
28,184
|
|
|
28,475
|
|
|
Mortgage banking income
|
|
20,316
|
|
|
33,334
|
|
|
38,521
|
|
|
Bankcard fees
|
|
41,493
|
|
|
41,420
|
|
|
36,139
|
|
|
Investment securities gains (losses), net
|
|
75,007
|
|
|
(1,271
|
)
|
|
14,067
|
|
|
Other fee income
|
|
19,953
|
|
|
21,129
|
|
|
31,200
|
|
|
(Decrease) increase in fair value of private equity investments, net
|
|
(1,118
|
)
|
|
7,203
|
|
|
1,379
|
|
|
Gain from sale of MasterCard shares
|
|
—
|
|
|
—
|
|
|
8,351
|
|
|
Gain from sale of Visa shares
|
|
—
|
|
|
—
|
|
|
51,900
|
|
|
Other non-interest income
|
|
32,638
|
|
|
26,092
|
|
|
38,719
|
|
|
Total non-interest income
|
|
338,874
|
|
|
305,347
|
|
|
410,670
|
|
|
Non-interest expense:
|
|
|
|
|
|
|
||||
Salaries and other personnel expense
|
|
371,148
|
|
|
418,629
|
|
|
425,170
|
|
|
Net occupancy and equipment expense
|
|
114,037
|
|
|
122,046
|
|
|
123,105
|
|
|
FDIC insurance and other regulatory fees
|
|
59,063
|
|
|
69,480
|
|
|
76,314
|
|
|
Foreclosed real estate expense, net
|
|
133,570
|
|
|
163,630
|
|
|
354,269
|
|
|
(Gains) losses on other loans held for sale, net
|
|
(2,737
|
)
|
|
3,050
|
|
|
1,703
|
|
|
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
15,090
|
|
|
Professional fees
|
|
40,585
|
|
|
45,554
|
|
|
38,802
|
|
|
Data processing expense
|
|
35,757
|
|
|
45,478
|
|
|
45,131
|
|
|
Visa indemnification charge (recovery)
|
|
6,038
|
|
|
—
|
|
|
(6,441
|
)
|
|
Restructuring charges
|
|
30,665
|
|
|
5,538
|
|
|
5,995
|
|
|
Loss (gain) on curtailment of post-retirement defined benefit plan
|
|
398
|
|
|
(7,092
|
)
|
|
—
|
|
|
Other operating expenses
|
|
115,241
|
|
|
143,263
|
|
|
142,151
|
|
|
Total non-interest expense
|
|
903,765
|
|
|
1,009,576
|
|
|
1,221,289
|
|
|
Loss from continuing operations before income taxes
|
|
(59,532
|
)
|
|
(849,170
|
)
|
|
(1,605,908
|
)
|
|
Income tax expense (benefit)
|
|
1,312
|
|
|
(15,151
|
)
|
|
(171,977
|
)
|
Loss from continuing operations
|
|
(60,844
|
)
|
|
(834,019
|
)
|
|
(1,433,931
|
)
|
|
Income from discontinued operations, net of income taxes
|
|
—
|
|
|
43,162
|
|
|
4,590
|
|
|
Net loss
|
|
(60,844
|
)
|
|
(790,857
|
)
|
|
(1,429,341
|
)
|
|
Net (loss) income attributable to non-controlling interest
|
|
(220
|
)
|
|
(179
|
)
|
|
2,364
|
|
|
Net loss attributable to controlling interest
|
|
(60,624
|
)
|
|
(790,678
|
)
|
|
(1,431,705
|
)
|
|
Dividends and accretion of discount on preferred stock
|
|
58,088
|
|
|
57,510
|
|
|
56,966
|
|
|
Net loss attributable to common shareholders
|
|
$
|
(118,712
|
)
|
|
(848,188
|
)
|
|
(1,488,671
|
)
|
Net loss per common share, basic and diluted:
|
|
|
|
|
|
|
||||
Net loss from continuing operations attributable to common shareholders
|
|
$
|
(0.15
|
)
|
|
(1.30
|
)
|
|
(4.00
|
)
|
Net loss attributable to common shareholders
|
|
$
|
(0.15
|
)
|
|
(1.24
|
)
|
|
(3.99
|
)
|
Weighted average common shares outstanding, basic and diluted
|
|
785,272
|
|
|
685,186
|
|
|
372,943
|
|
(in thousands, except per share data)
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
(Accumulated
Deficit)
Retained
Earnings
|
|
Non-Controlling
Interest
|
|
Total
|
|||||||||
Balance at December 31, 2008
|
|
$
|
919,635
|
|
|
336,011
|
|
|
1,165,875
|
|
|
(114,117
|
)
|
|
129,253
|
|
|
1,350,501
|
|
|
32,349
|
|
|
3,819,507
|
|
Net (loss) income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,431,705
|
)
|
|
2,364
|
|
|
(1,429,341
|
)
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net unrealized loss on cash flow hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,483
|
)
|
|
—
|
|
|
—
|
|
|
(19,483
|
)
|
|
Change in unrealized gains/losses on investment securities available for sale, net of reclassification adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,985
|
)
|
|
—
|
|
|
—
|
|
|
(24,985
|
)
|
|
Amortization of post-retirement unfunded health benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
21
|
|
|
|
|
—
|
|
|
21
|
|
|||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
(44,447
|
)
|
|
|
|
|
|
(44,447
|
)
|
|||||||
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,473,788
|
)
|
||||||||
Cash dividends declared on common stock — $0.04 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,827
|
)
|
|
—
|
|
|
(14,827
|
)
|
|
Cash dividends paid on preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,823
|
)
|
|
—
|
|
|
(43,823
|
)
|
|
Accretion of discount on preferred stock
|
|
8,572
|
|
|
—
|
|
|
(735
|
)
|
|
—
|
|
|
—
|
|
|
(7,837
|
)
|
|
—
|
|
|
—
|
|
|
Issuance of common stock, net of issuance costs
|
|
—
|
|
|
150,000
|
|
|
420,930
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
570,930
|
|
|
Treasury shares purchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
Issuance (forfeitures) of non-vested stock, net
|
|
—
|
|
|
(34
|
)
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted share unit activity
|
|
—
|
|
|
39
|
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
8,361
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,361
|
|
|
Stock options exercised
|
|
—
|
|
|
54
|
|
|
242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
296
|
|
|
Share-based compensation tax deficiency
|
|
—
|
|
|
—
|
|
|
(2,770
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,770
|
)
|
|
Change in ownership at majority-owned subsidiary
|
|
—
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,253
|
)
|
|
(14,053
|
)
|
|
Exchange of subordinated notes due 2013 for common stock, net of issuance costs
|
|
—
|
|
|
9,444
|
|
|
12,262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,706
|
|
|
Balance at December 31, 2009
|
|
$
|
928,207
|
|
|
495,514
|
|
|
1,604,362
|
|
|
(114,155
|
)
|
|
84,806
|
|
|
(147,693
|
)
|
|
20,460
|
|
|
2,871,501
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(790,678
|
)
|
|
(179
|
)
|
|
(790,857
|
)
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net unrealized loss on cash flow hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,450
|
)
|
|
—
|
|
|
—
|
|
|
(20,450
|
)
|
|
Change in unrealized gains/losses on investment securities available for sale, net of reclassification adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,718
|
)
|
|
—
|
|
|
—
|
|
|
(8,718
|
)
|
|
Amortization of post-retirement unfunded health benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,520
|
|
|
—
|
|
|
—
|
|
|
1,520
|
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
(27,648
|
)
|
|
|
|
|
|
(27,648
|
)
|
|||||||
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(818,505
|
)
|
||||||||
Cash dividends declared on common stock - $0.04 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,452
|
)
|
|
—
|
|
|
(28,452
|
)
|
|
Cash dividends paid on preferred stock
|
|
—
|
|
|
—
|
|
|
(48,394
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,394
|
)
|
|
Accretion of discount on preferred stock
|
|
9,116
|
|
|
—
|
|
|
(9,116
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Issuance of common stock, net of issuance costs
|
|
—
|
|
|
293,250
|
|
|
475,864
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
769,114
|
|
|
Issuance of prepaid common stock purchase contracts
|
|
—
|
|
|
—
|
|
|
265,564
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
265,564
|
|
|
Settlement of prepaid common stock purchase contracts
|
|
—
|
|
|
2,156
|
|
|
(2,156
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Treasury shares purchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
Issuance (forfeitures) of non-vested stock, net
|
|
—
|
|
|
(9
|
)
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted share unit activity
|
|
—
|
|
|
44
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
7,158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,158
|
|
|
Stock options exercised
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
Share-based compensation tax benefit
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
Change in ownership at majority-owned subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217
|
|
|
6,348
|
|
|
6,565
|
|
|
Balance at December 31, 2010
|
|
$
|
937,323
|
|
|
790,956
|
|
|
2,293,263
|
|
|
(114,176
|
)
|
|
57,158
|
|
|
(966,606
|
)
|
|
26,629
|
|
|
3,024,547
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,624
|
)
|
|
(220
|
)
|
|
(60,844
|
)
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Change in net unrealized gains and losses on cash flow hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,316
|
)
|
|
—
|
|
|
—
|
|
|
(11,316
|
)
|
|
Change in net unrealized gains and losses on investment securities available for sale, net of reclassification adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,749
|
)
|
|
—
|
|
|
—
|
|
|
(24,749
|
)
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
(36,065
|
)
|
|
|
|
|
|
(36,065
|
)
|
|||||||
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(96,909
|
)
|
||||||||
Cash dividends declared on common stock - $0.04 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,412
|
)
|
|
—
|
|
|
(31,412
|
)
|
|
Cash dividends paid on preferred stock
|
|
—
|
|
|
—
|
|
|
(48,394
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,394
|
)
|
|
Accretion of discount on preferred stock
|
|
9,694
|
|
|
—
|
|
|
(9,694
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted share unit activity
|
|
—
|
|
|
19
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
6,029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,029
|
|
|
Issuance (forfeitures) of non-vested stock, net
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Settlement of prepaid common stock purchase contracts
|
|
—
|
|
|
15
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Change in ownership at majority-owned subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,409
|
)
|
|
(26,409
|
)
|
|
Balance at December 31, 2011
|
|
$
|
947,017
|
|
|
790,989
|
|
|
2,241,171
|
|
|
(114,176
|
)
|
|
21,093
|
|
|
(1,058,642
|
)
|
|
—
|
|
|
2,827,452
|
|
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
|
2011
|
|
2010
|
|
2009
|
||||
Operating Activities
|
|
|
|
|
|
|
||||
Net loss
|
|
$
|
(60,844
|
)
|
|
(790,857
|
)
|
|
(1,429,341
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
||||
Provision for loan losses
|
|
418,795
|
|
|
1,131,274
|
|
|
1,805,599
|
|
|
Depreciation, amortization, and accretion, net
|
|
47,626
|
|
|
46,421
|
|
|
37,350
|
|
|
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
15,090
|
|
|
Deferred income tax (benefit) expense
|
|
(357
|
)
|
|
9,215
|
|
|
175,193
|
|
|
Decrease in interest receivable
|
|
15,629
|
|
|
30,248
|
|
|
44,040
|
|
|
Decrease in interest payable
|
|
(16,680
|
)
|
|
(23,877
|
)
|
|
(64,465
|
)
|
|
(Increase) decrease in trading account assets
|
|
5,428
|
|
|
(7,924
|
)
|
|
10,143
|
|
|
Originations of mortgage loans held for sale
|
|
(980,173
|
)
|
|
(1,378,431
|
)
|
|
(1,946,560
|
)
|
|
Proceeds from sales of mortgage loans held for sale
|
|
1,055,479
|
|
|
1,294,169
|
|
|
1,955,290
|
|
|
Gain on sale of mortgage loans held for sale, net
|
|
(5,955
|
)
|
|
(10,521
|
)
|
|
(16,520
|
)
|
|
Decrease (increase) in other assets
|
|
113,773
|
|
|
570,019
|
|
|
(260,273
|
)
|
|
Increase (decrease) in accrued salaries and benefits
|
|
2,061
|
|
|
3,739
|
|
|
(12,084
|
)
|
|
(Decrease) increase in other liabilities
|
|
(7,169
|
)
|
|
(21,637
|
)
|
|
(118,885
|
)
|
|
Investment securities losses (gains), net
|
|
(75,007
|
)
|
|
1,271
|
|
|
(14,067
|
)
|
|
(Gain) loss on sale of other loans held for sale, net
|
|
(2,737
|
)
|
|
3,050
|
|
|
1,703
|
|
|
Loss on other real estate
|
|
113,380
|
|
|
137,185
|
|
|
322,335
|
|
|
Decrease (increase) in fair value of private equity investments, net
|
|
1,118
|
|
|
(7,203
|
)
|
|
(1,379
|
)
|
|
Gain on sale of merchant services business
|
|
—
|
|
|
(69,466
|
)
|
|
—
|
|
|
Gain on other assets held for sale, net
|
|
1,571
|
|
|
—
|
|
|
—
|
|
|
Writedowns on other assets held for sale
|
|
5,345
|
|
|
—
|
|
|
—
|
|
|
Loss (gain) on curtailment of post-retirement health benefit
|
|
398
|
|
|
(7,092
|
)
|
|
—
|
|
|
Gain on sale of MasterCard shares
|
|
—
|
|
|
—
|
|
|
(8,351
|
)
|
|
Gain on sale of Visa shares
|
|
—
|
|
|
—
|
|
|
(51,900
|
)
|
|
Increase (decrease) in accrual for Visa indemnification
|
|
6,038
|
|
|
—
|
|
|
(6,441
|
)
|
|
Gain on repurchase of subordinated debt
|
|
—
|
|
|
—
|
|
|
(5,860
|
)
|
|
Gain on exchange of subordinated debt for common stock
|
|
—
|
|
|
—
|
|
|
(6,114
|
)
|
|
Gain on sale of venture capital investments
|
|
—
|
|
|
—
|
|
|
(925
|
)
|
|
Share-based compensation
|
|
6,029
|
|
|
7,158
|
|
|
8,361
|
|
|
Excess tax benefit from share-based payment arrangements
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
Other, net
|
|
1,959
|
|
|
(5,981
|
)
|
|
(7,718
|
)
|
|
Net cash provided by operating activities
|
|
645,707
|
|
|
910,760
|
|
|
424,209
|
|
|
Investing Activities
|
|
|
|
|
|
|
||||
Net decrease (increase) in interest earning deposits with banks
|
|
2,856
|
|
|
(3,912
|
)
|
|
(1,729
|
)
|
|
Net decrease in federal funds sold and securities purchased under repurchase agreements
|
|
1,586
|
|
|
43,457
|
|
|
184,238
|
|
|
Net decrease (increase) in interest bearing funds with Federal Reserve Bank
|
|
1,536,890
|
|
|
(1,202,049
|
)
|
|
(695,679
|
)
|
|
Proceeds from maturities and principal collections of investment securities available for sale
|
|
1,098,925
|
|
|
1,172,764
|
|
|
1,108,893
|
|
|
Proceeds from sales of investment securities available for sale
|
|
2,002,922
|
|
|
20,704
|
|
|
260,041
|
|
|
Purchases of investment securities available for sale
|
|
(3,309,605
|
)
|
|
(1,447,514
|
)
|
|
(805,760
|
)
|
|
Proceeds from sale of loans
|
|
485,159
|
|
|
563,201
|
|
|
472,849
|
|
|
Proceeds from sale of other real estate
|
|
171,272
|
|
|
251,128
|
|
|
344,962
|
|
|
Principal repayments by borrowers on other loans held for sale
|
|
44,995
|
|
|
12,397
|
|
|
8,975
|
|
|
Net decrease (increase) in loans
|
|
234,310
|
|
|
1,339,488
|
|
|
(112,659
|
)
|
|
Purchases of premises and equipment
|
|
(15,944
|
)
|
|
(21,281
|
)
|
|
(34,732
|
)
|
|
Proceeds from disposals of premises and equipment
|
|
4,888
|
|
|
2,667
|
|
|
1,991
|
|
|
Proceeds from sale of other assets held for sale
|
|
7,683
|
|
|
—
|
|
|
—
|
|
|
Proceeds from sale of merchant services business
|
|
—
|
|
|
69,466
|
|
|
—
|
|
Proceeds from sale of private equity investments
|
|
—
|
|
|
—
|
|
|
65,786
|
|
|
Proceeds from sale of MasterCard shares
|
|
—
|
|
|
—
|
|
|
8,351
|
|
|
Proceeds from sale of Visa shares
|
|
—
|
|
|
—
|
|
|
51,900
|
|
|
Net cash provided by investing activities
|
|
2,265,937
|
|
|
800,516
|
|
|
857,427
|
|
|
Financing Activities
|
|
|
|
|
|
|
||||
Net increase (decrease) in demand and savings deposits
|
|
426,812
|
|
|
(62,002
|
)
|
|
439,449
|
|
|
Net decrease in certificates of deposit
|
|
(2,515,364
|
)
|
|
(2,871,227
|
)
|
|
(1,623,095
|
)
|
|
Net (decrease) increase in federal funds purchased and securities sold under repurchase agreements
|
|
(185,469
|
)
|
|
24,164
|
|
|
(250,807
|
)
|
|
Principal repayments on long-term debt
|
|
(601,415
|
)
|
|
(678,788
|
)
|
|
(1,024,660
|
)
|
|
Proceeds from issuance of long-term debt
|
|
165,000
|
|
|
740,355
|
|
|
720,000
|
|
|
Purchase of treasury shares
|
|
—
|
|
|
(21
|
)
|
|
(38
|
)
|
|
Excess tax benefit from share-based payment arrangements
|
|
—
|
|
|
—
|
|
|
12
|
|
|
Dividends paid to common shareholders
|
|
(31,412
|
)
|
|
(25,502
|
)
|
|
(29,745
|
)
|
|
Dividends paid to preferred shareholders
|
|
(48,394
|
)
|
|
(48,394
|
)
|
|
(43,823
|
)
|
|
Proceeds from issuance of common stock
|
|
—
|
|
|
769,114
|
|
|
571,226
|
|
|
Proceeds from issuance of prepaid common stock purchase contracts
|
|
—
|
|
|
265,564
|
|
|
—
|
|
|
Net cash used in financing activities
|
|
(2,790,242
|
)
|
|
(1,886,737
|
)
|
|
(1,241,481
|
)
|
|
(Increase) decrease in cash and cash equivalents
|
|
121,402
|
|
|
(175,461
|
)
|
|
40,155
|
|
|
Cash and cash equivalents at beginning of year
|
|
389,021
|
|
|
564,482
|
|
|
524,327
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
510,423
|
|
|
389,021
|
|
|
564,482
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
|
||||
Cash Paid (Received) During the Period for:
|
|
|
|
|
|
|
||||
Income tax refunds, net
|
|
(5,113
|
)
|
|
(324,257
|
)
|
|
(87,648
|
)
|
|
Interest paid
|
|
(195,589
|
)
|
|
(302,199
|
)
|
|
(425,659
|
)
|
|
Non-cash Investing Activities (at Fair Value):
|
|
|
|
|
|
|
||||
(Decrease) increase in unrealized gains net of unrealized losses on available for sale securities
(1)
|
|
(24,749
|
)
|
|
(8,718
|
)
|
|
(39,359
|
)
|
|
(Decrease) increase in unrealized gains net of unrealized losses on hedging instruments
(1)
|
|
(11,316
|
)
|
|
(20,459
|
)
|
|
(31,887
|
)
|
|
Mortgage loans held for sale transferred to loans at fair value
|
|
7,100
|
|
|
6,404
|
|
|
4,227
|
|
|
Loans foreclosed and transferred to other real estate
|
|
205,263
|
|
|
400,404
|
|
|
662,786
|
|
|
Loans transferred to other loans held for sale
|
|
486,697
|
|
|
959,261
|
|
|
537,763
|
|
|
Other loans held for sale transferred to loans at fair value
|
|
21,372
|
|
|
2,401
|
|
|
—
|
|
|
Other loans held for sale foreclosed and transferred to other real estate at fair value
|
|
21,669
|
|
|
9,685
|
|
|
1,724
|
|
|
Premises and equipment transferred to other assets held for sale
(2)
|
|
22,429
|
|
|
—
|
|
|
—
|
|
|
Write down to fair value for other loans held for sale
|
|
13,437
|
|
|
5,965
|
|
|
6,720
|
|
|
Impairment loss on available for sale securities
|
|
$
|
1,641
|
|
|
2,198
|
|
|
925
|
|
(1)
|
Changes in unrealized gains on available for sale securities, fair value hedges, and cash flow hedges have not been adjusted for the impact of deferred taxes.
|
(2)
|
Amounts transferred include $12.1 million, net of asset impairment charges, related to premises impacted by branch closings discussed further in Note 3 “Restructuring Charges” herein and $11.2 million of other vacant premises and land originally acquired for future branch development. Amounts presented are net of impairment charges incurred to record the transferred assets at the lower of their amortized cost or fair value consistent with ASC 360.
|
•
|
economic conditions;
|
•
|
changes in the experience, ability, and depth of lending management and loan review staff;
|
•
|
changes in the loan origination and monitoring policies and procedures;
|
•
|
changes in the volume and trend of impaired loans and past-due loans;
|
•
|
changes in concentrations and volume and nature of loan growth;
|
•
|
risk of grading not keeping pace with the speed and depth of deterioration in economic conditions, particularly related to identifying special mention credits;
|
•
|
estimated risk associated with the deterioration in the fair value of collateral supporting Synovus' loans; and
|
•
|
other external impacts (as may be applicable).
|
|
|
|
|||||
(in thousands)
|
|
2010
|
|
2009
|
|||
Merchant services revenues
|
|
$
|
73,926
|
|
|
17,605
|
|
Merchant services expense
|
|
3,285
|
|
|
9,878
|
|
|
Merchant services income, before income taxes
|
|
70,641
|
|
(1)
|
7,727
|
|
|
Income tax expense
|
|
27,479
|
|
|
3,137
|
|
|
Income from discontinued operations, net of income taxes
|
|
$
|
43,162
|
|
(1)
|
4,590
|
|
|
|
|
|
|
(1)
|
Includes a pre-tax gain of
$69.5 million
(
$42.4 million
net of tax) from the sale of the merchant services business in March 2010.
|
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
|
2011
|
|
2010
|
|
2009
|
||||
Severance charges
|
|
$
|
17,570
|
|
|
3,038
|
|
|
5,461
|
|
Lease termination charges
|
|
3,147
|
|
|
—
|
|
|
—
|
|
|
Asset impairment charges
|
|
5,714
|
|
|
—
|
|
|
—
|
|
|
Professional fees and other charges
|
|
4,234
|
|
|
2,500
|
|
|
534
|
|
|
Total restructuring charges
|
|
$
|
30,665
|
|
|
5,538
|
|
|
5,995
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|||||
(in thousands)
|
|
2011
|
|
2010
|
|||
U.S. Treasury securities
|
|
$
|
—
|
|
|
1,393
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
33
|
|
|
—
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
4,040
|
|
|
6,254
|
|
|
All other residential mortgage-backed securities
|
|
11,748
|
|
|
13,768
|
|
|
State and municipal securities
|
|
10
|
|
|
834
|
|
|
Other investments
|
|
1,035
|
|
|
45
|
|
|
Total
|
|
$
|
16,866
|
|
|
22,294
|
|
|
|
|
|
|
|
|
December 31, 2011
|
|||||||||||
(in thousands)
|
|
Amortized Cost
(1)
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|||||
U.S. Treasury securities
|
|
$
|
426
|
|
|
—
|
|
|
—
|
|
|
426
|
|
U.S. Government agency securities
|
|
37,489
|
|
|
3,004
|
|
|
—
|
|
|
40,493
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
667,707
|
|
|
8,333
|
|
|
(619
|
)
|
|
675,421
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
266,682
|
|
|
19,071
|
|
|
—
|
|
|
285,753
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
1,955,988
|
|
|
46,275
|
|
|
(257
|
)
|
|
2,002,006
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
651,379
|
|
|
1,646
|
|
|
(1,525
|
)
|
|
651,500
|
|
|
State and municipal securities
|
|
24,530
|
|
|
808
|
|
|
(20
|
)
|
|
25,318
|
|
|
Equity securities
|
|
4,147
|
|
|
—
|
|
|
(388
|
)
|
|
3,759
|
|
|
Other investments
|
|
5,449
|
|
|
—
|
|
|
—
|
|
|
5,449
|
|
|
Total
|
|
$
|
3,613,797
|
|
|
79,137
|
|
|
(2,809
|
)
|
|
3,690,125
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
December 31, 2010
|
|||||||||||
(in thousands)
|
|
Amortized Cost
(1)
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|||||
U.S. Treasury securities
|
|
$
|
251,842
|
|
|
5,830
|
|
|
—
|
|
|
257,672
|
|
U.S. Government agency securities
|
|
48,107
|
|
|
3,685
|
|
|
(1
|
)
|
|
51,791
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
846,536
|
|
|
18,845
|
|
|
(3,061
|
)
|
|
862,320
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
447,502
|
|
|
12,706
|
|
|
(370
|
)
|
|
459,838
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
1,569,955
|
|
|
65,421
|
|
|
(5,931
|
)
|
|
1,629,445
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
28,985
|
|
|
1,011
|
|
|
(2
|
)
|
|
29,994
|
|
|
State and municipal securities
|
|
49,385
|
|
|
1,066
|
|
|
(108
|
)
|
|
50,343
|
|
|
Equity securities
|
|
11,970
|
|
|
836
|
|
|
—
|
|
|
12,806
|
|
|
Other investments
|
|
84,909
|
|
|
1,150
|
|
|
—
|
|
|
86,059
|
|
|
Total
|
|
$
|
3,339,191
|
|
|
110,550
|
|
|
(9,473
|
)
|
|
3,440,268
|
|
(1)
|
Amortized cost is adjusted for other-than-temporary impairment charges in
2011
and
2010
, which have been recognized in the consolidated statements of operations in the applicable period, and were considered inconsequential.
|
|
|
December 31, 2011
|
|||||||||||||||||
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total Fair Value
|
|||||||||||||
(in thousands)
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|||||||
U.S. Treasury securities
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
U.S. Government agency securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
349,370
|
|
|
(619
|
)
|
|
—
|
|
|
—
|
|
|
349,370
|
|
|
(619
|
)
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
148,283
|
|
|
(257
|
)
|
|
—
|
|
|
—
|
|
|
148,283
|
|
|
(257
|
)
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
337,060
|
|
|
(1,521
|
)
|
|
297
|
|
|
(4
|
)
|
|
337,357
|
|
|
(1,525
|
)
|
|
State and municipal securities
|
|
32
|
|
|
(3
|
)
|
|
883
|
|
|
(17
|
)
|
|
915
|
|
|
(20
|
)
|
|
Equity securities
|
|
2,367
|
|
|
(388
|
)
|
|
—
|
|
|
—
|
|
|
2,367
|
|
|
(388
|
)
|
|
Other investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
$
|
837,112
|
|
|
(2,788
|
)
|
|
1,180
|
|
|
(21
|
)
|
|
838,292
|
|
|
(2,809
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
December 31, 2010
|
|||||||||||||||||
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total Fair Value
|
|||||||||||||
(in thousands)
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|||||||
U.S. Treasury securities
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
U.S. Government agency securities
|
|
191
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
191
|
|
|
(1
|
)
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
181,430
|
|
|
(3,061
|
)
|
|
—
|
|
|
—
|
|
|
181,430
|
|
|
(3,061
|
)
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
70,577
|
|
|
(370
|
)
|
|
—
|
|
|
—
|
|
|
70,577
|
|
|
(370
|
)
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
491,838
|
|
|
(5,931
|
)
|
|
—
|
|
|
—
|
|
|
491,838
|
|
|
(5,931
|
)
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
1,007
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
1,007
|
|
|
(2
|
)
|
|
State and municipal securities.
|
|
4,643
|
|
|
(70
|
)
|
|
1,506
|
|
|
(38
|
)
|
|
6,149
|
|
|
(108
|
)
|
|
Equity securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
$
|
749,686
|
|
|
(9,435
|
)
|
|
1,506
|
|
|
(38
|
)
|
|
751,192
|
|
|
(9,473
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution of Maturities at December 31, 2011
|
|||||||||||||||||
(in thousands)
|
|
Within One
Year
|
|
1 to 5
Years
|
|
5 to 10
Years
|
|
More Than
10 Years
|
|
No Stated
Maturity
|
|
Total
|
|||||||
Amortized Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. Treasury securities
|
|
$
|
426
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
426
|
|
U.S. Government agency securities
|
|
—
|
|
|
451
|
|
|
30,024
|
|
|
7,014
|
|
|
—
|
|
|
37,489
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
16,979
|
|
|
650,728
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
667,707
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
—
|
|
|
293
|
|
|
223
|
|
|
266,166
|
|
|
—
|
|
|
266,682
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
1,053
|
|
|
22,220
|
|
|
635,109
|
|
|
1,297,606
|
|
|
—
|
|
|
1,955,988
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
—
|
|
|
—
|
|
|
161
|
|
|
651,218
|
|
|
—
|
|
|
651,379
|
|
|
State and municipal securities
|
|
3,548
|
|
|
11,505
|
|
|
5,072
|
|
|
4,405
|
|
|
—
|
|
|
24,530
|
|
|
Other investments
|
|
999
|
|
|
450
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|
5,449
|
|
|
Securities with no stated maturity
(equity securities)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,147
|
|
|
4,147
|
|
|
Total
|
|
$
|
23,005
|
|
|
685,647
|
|
|
670,589
|
|
|
2,230,409
|
|
|
4,147
|
|
|
3,613,797
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. Treasury securities
|
|
$426
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
426
|
|
||
U.S. Government agency securities
|
|
—
|
|
|
451
|
|
|
32,139
|
|
|
7,903
|
|
|
—
|
|
|
40,493
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
17,345
|
|
|
658,076
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
675,421
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
—
|
|
|
310
|
|
|
238
|
|
|
285,205
|
|
|
—
|
|
|
285,753
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
1,095
|
|
|
23,176
|
|
|
637,384
|
|
|
1,340,351
|
|
|
—
|
|
|
2,002,006
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
—
|
|
|
—
|
|
|
164
|
|
|
651,336
|
|
|
—
|
|
|
651,500
|
|
|
State and municipal securities
|
|
3,567
|
|
|
11,883
|
|
|
5,220
|
|
|
4,648
|
|
|
—
|
|
|
25,318
|
|
|
Other investments
|
|
999
|
|
|
450
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|
5,449
|
|
|
Securities with no stated maturity
(equity securities)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,759
|
|
|
3,759
|
|
|
Total
|
|
$
|
23,432
|
|
|
694,346
|
|
|
675,145
|
|
|
2,293,443
|
|
|
3,759
|
|
|
3,690,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2011
|
|
2010
|
|
2009
|
||||
Proceeds
|
|
$
|
2,002,922
|
|
|
20,704
|
|
|
260,041
|
|
Gross realized gains
|
|
76,654
|
|
|
927
|
|
|
14,992
|
|
|
Gross realized losses
|
|
(1,647
|
)
|
|
(2,198
|
)
|
|
(925
|
)
|
|
Investment securities gains (losses), net
|
|
$
|
75,007
|
|
|
(1,271
|
)
|
|
14,067
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|||||
(in thousands)
|
|
2011
|
|
2010
|
|||
Investment properties
|
|
$
|
4,557,313
|
|
|
5,059,102
|
|
1-4 family properties
|
|
1,618,484
|
|
|
2,102,787
|
|
|
Land acquisition
|
|
1,094,821
|
|
|
1,218,691
|
|
|
Total commercial real estate
|
|
7,270,618
|
|
|
8,380,580
|
|
|
Commercial and industrial
|
|
8,941,274
|
|
|
9,264,811
|
|
|
Home equity lines
|
|
1,619,585
|
|
|
1,648,039
|
|
|
Consumer mortgages
|
|
1,411,749
|
|
|
1,475,261
|
|
|
Credit cards
|
|
273,098
|
|
|
284,970
|
|
|
Other retail loans
|
|
575,475
|
|
|
542,538
|
|
|
Total retail
|
|
3,879,907
|
|
|
3,950,808
|
|
|
Total loans
|
|
20,091,799
|
|
|
21,596,199
|
|
|
Deferred fees and costs, net
|
|
(11,986
|
)
|
|
(10,436
|
)
|
|
Total loans, net of deferred fees and costs
|
|
$
|
20,079,813
|
|
|
21,585,763
|
|
|
|
|
|
|
(1)
|
Includes
$844.0 million
and
$835.0 million
of nonaccrual substandard loans at December 31, 2011 and December 31, 2010, respectively.
|
(4)
|
Amount was fully reserved at December 31, 2010 and was charged-off during the first quarter of 2011.
|
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
|
2011
|
|
2010
|
|
2009
|
||||
Balance at beginning of year
|
|
$
|
703,547
|
|
|
943,725
|
|
|
598,301
|
|
Provision for loan losses
|
|
418,795
|
|
|
1,131,274
|
|
|
1,805,599
|
|
|
Recoveries of loans previously charged off
|
|
53,866
|
|
|
46,471
|
|
|
32,431
|
|
|
Loans charged off
|
|
(639,714
|
)
|
|
(1,417,923
|
)
|
|
(1,492,606
|
)
|
|
Balance at end of year
|
|
$
|
536,494
|
|
|
703,547
|
|
|
943,725
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
||||||||
(in thousands)
|
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
||||
With no related allowance recorded
|
|
|
|
|
|
|
||||
Investment properties
|
|
$
|
72,978
|
|
|
124,689
|
|
|
—
|
|
1-4 family properties
|
|
204,548
|
|
|
452,338
|
|
|
—
|
|
|
Land acquisition
|
|
160,842
|
|
|
273,135
|
|
|
—
|
|
|
Total commercial real estate
|
|
438,368
|
|
|
850,162
|
|
|
—
|
|
|
Commercial and industrial
|
|
78,761
|
|
|
125,600
|
|
|
—
|
|
|
Home equity lines
|
|
3,775
|
|
|
5,572
|
|
|
—
|
|
|
Consumer mortgages
|
|
5,424
|
|
|
7,588
|
|
|
—
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
9
|
|
|
10
|
|
|
—
|
|
|
Total retail
|
|
9,208
|
|
|
13,170
|
|
|
—
|
|
|
Total
|
|
$
|
526,337
|
|
|
988,932
|
|
|
—
|
|
With allowance recorded
|
|
|
|
|
|
|
||||
Investment properties
|
|
$
|
197,118
|
|
|
197,443
|
|
|
17,538
|
|
1-4 family properties
|
|
85,460
|
|
|
89,705
|
|
|
22,317
|
|
|
Land acquisition
|
|
88,631
|
|
|
91,772
|
|
|
14,111
|
|
|
Total commercial real estate
|
|
371,209
|
|
|
378,920
|
|
|
53,966
|
|
|
Commercial and industrial
|
|
196,294
|
|
|
199,337
|
|
|
30,222
|
|
|
Home equity lines
|
|
3,199
|
|
|
3,200
|
|
|
247
|
|
|
Consumer mortgages
|
|
3,396
|
|
|
3,396
|
|
|
799
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
79
|
|
|
79
|
|
|
5
|
|
|
Total retail
|
|
6,674
|
|
|
6,675
|
|
|
1,051
|
|
|
Total
|
|
$
|
574,177
|
|
|
584,932
|
|
|
85,239
|
|
Total
|
|
|
|
|
|
|
||||
Investment properties
|
|
$
|
270,096
|
|
|
322,132
|
|
|
17,538
|
|
1-4 family properties
|
|
290,008
|
|
|
542,043
|
|
|
22,317
|
|
|
Land acquisition
|
|
249,473
|
|
|
364,907
|
|
|
14,111
|
|
|
Total commercial real estate
|
|
809,577
|
|
|
1,229,082
|
|
|
53,966
|
|
|
Commercial and industrial
|
|
275,055
|
|
|
324,937
|
|
|
30,222
|
|
|
Home equity lines
|
|
6,974
|
|
|
8,772
|
|
|
247
|
|
|
Consumer mortgages
|
|
8,820
|
|
|
10,984
|
|
|
799
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
88
|
|
|
89
|
|
|
5
|
|
|
Total retail
|
|
15,882
|
|
|
19,845
|
|
|
1,051
|
|
|
Total impaired loans
|
|
$
|
1,100,514
|
|
|
1,573,864
|
|
|
85,239
|
|
|
|
|
|
|
|
|
|
|
Accruing TDRs With Modifications and Renewals Completed During The
|
||||||||
|
|
Year Ended December 31, 2011
|
||||||||
(in thousands, except contract data))
|
|
Number of Contracts
|
|
Pre-modification Recorded Balance
|
|
Post-modification Recorded Balance
|
||||
Investment properties
|
|
72
|
|
|
$
|
164,980
|
|
|
162,279
|
|
1-4 family properties
|
|
67
|
|
|
139,941
|
|
|
133,486
|
|
|
Land acquisition
|
|
36
|
|
|
54,938
|
|
|
54,938
|
|
|
Total commercial real estate
|
|
175
|
|
|
359,859
|
|
|
350,703
|
|
|
Commercial and industrial
|
|
116
|
|
|
186,476
|
|
|
185,267
|
|
|
Home equity lines
|
|
7
|
|
|
282
|
|
|
282
|
|
|
Consumer mortgages
|
|
185
|
|
|
24,812
|
|
|
24,812
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
18
|
|
|
1,072
|
|
|
1,072
|
|
|
Total retail
|
|
210
|
|
|
26,166
|
|
|
26,166
|
|
|
Total loans
|
|
501
|
|
|
$
|
572,501
|
|
|
562,136
|
|
|
|
|
|
|
|
|
|
|
Non-accruing TDRs With Modifications and Renewals Completed During The
|
||||||||
|
|
Year Ended December 31, 2011
|
||||||||
(in thousands, except contract data))
|
|
Number of Contracts
|
|
Pre-modification Recorded Balance
|
|
Post-modification Recorded Balance
|
||||
Investment properties
|
|
11
|
|
|
$
|
30,148
|
|
|
29,648
|
|
1-4 family properties
|
|
21
|
|
|
27,765
|
|
|
21,768
|
|
|
Land acquisition
|
|
12
|
|
|
6,974
|
|
|
6,038
|
|
|
Total commercial real estate
|
|
44
|
|
|
64,887
|
|
|
57,454
|
|
|
Commercial and industrial
|
|
40
|
|
|
34,254
|
|
|
31,215
|
|
|
Home equity lines
|
|
2
|
|
|
145
|
|
|
145
|
|
|
Consumer mortgages
|
|
18
|
|
|
5,741
|
|
|
5,491
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total retail
|
|
20
|
|
|
5,886
|
|
|
5,636
|
|
|
Total loans
|
|
104
|
|
|
$
|
105,027
|
|
|
94,305
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2011
|
|||||
(in thousands, except contract data)
|
|
Number of
Contracts
|
|
Recorded
Investment
|
|||
Troubled Debt Restructurings Entered Into During 2011 That
Subsequently Defaulted
(1)
|
|
|
|
|
|||
Investment properties
|
|
2
|
|
|
$
|
944
|
|
1-4 family properties
|
|
4
|
|
|
2,554
|
|
|
Land acquisition
|
|
3
|
|
|
16,116
|
|
|
Total commercial real estate
|
|
9
|
|
|
19,614
|
|
|
Commercial and industrial
|
|
13
|
|
|
19,779
|
|
|
Home equity lines
|
|
—
|
|
|
—
|
|
|
Consumer mortgages
|
|
7
|
|
|
1,659
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
1
|
|
|
25
|
|
|
Total retail
|
|
8
|
|
|
1,684
|
|
|
Total loans
|
|
30
|
|
|
$
|
41,077
|
|
|
|
|
|
|
(1)
|
Subsequently defaulted is defined as the earlier of the troubled debt restructuring being placed on non-accrual status or obtaining 90 days past due with respect to principal and/or interest payments.
|
(in thousands)
|
|
|
||
Balance at December 31, 2010
|
|
$
|
99,654
|
|
New loans
|
|
44,169
|
|
|
Repayments
|
|
(50,409
|
)
|
|
Loans charged-off
|
|
—
|
|
|
Balance December 31, 2011
|
|
$
|
93,414
|
|
|
|
|
|
|
December 31,
|
|||||
(in thousands)
|
|
2011
|
|
2010
|
|||
Balance as of January 1,:
|
|
|
|
|
|||
Goodwill
|
|
$
|
519,138
|
|
|
519,138
|
|
Accumulated impairment losses
|
|
494,707
|
|
|
494,707
|
|
|
Goodwill, net at January 1,
|
|
24,431
|
|
|
24,431
|
|
|
Impairment losses
|
|
—
|
|
|
—
|
|
|
Balance as of December 31,:
|
|
|
|
|
|||
Goodwill
|
|
519,138
|
|
|
519,138
|
|
|
Accumulated impairment losses
|
|
494,707
|
|
|
494,707
|
|
|
Goodwill, net at December 31,
|
|
$
|
24,431
|
|
|
24,431
|
|
|
|
2011
|
|||||||||||
(in thousands)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Impairment
|
|
Net
|
|||||
Other intangible assets:
|
|
|
|
|
|
|
|
|||||
Purchased trust revenues
|
$
|
4,210
|
|
|
(2,970)
|
|
—
|
|
|
1,240
|
|
|
Acquired customer contracts
|
5,270
|
|
|
(5,241
|
)
|
|
—
|
|
|
29
|
|
|
Core deposit premiums
|
46,331
|
|
|
(39,433
|
)
|
|
—
|
|
|
6,898
|
|
|
Other
|
640
|
|
|
(282
|
)
|
|
—
|
|
|
358
|
|
|
Total carrying value
|
$
|
56,451
|
|
|
(47,926)
|
|
—
|
|
|
8,525
|
|
|
|
|
|
|
|
|
|
|
|||||
|
2010
|
|||||||||||
(in thousands)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Impairment
|
|
Net
|
|||||
Other intangible assets:
|
|
|
|
|
|
|
|
|||||
Purchased trust revenues
|
$
|
4,210
|
|
|
(2,690)
|
|
|
—
|
|
|
1,520
|
|
Acquired customer contracts
|
5,270
|
|
|
(5,121
|
)
|
|
—
|
|
|
149
|
|
|
Core deposit premiums
|
46,331
|
|
|
(35,973
|
)
|
|
—
|
|
|
10,358
|
|
|
Other
|
665
|
|
|
(258
|
)
|
|
—
|
|
|
407
|
|
|
Total carrying value
|
$
|
56,476
|
|
|
(44,042)
|
|
—
|
|
|
12,434
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2011
|
|
2010
|
|||
Accrued interest receivable
|
|
$
|
81,992
|
|
|
97,621
|
|
Accounts receivable
|
|
24,130
|
|
|
43,122
|
|
|
Cash surrender value of bank owned life insurance
|
|
262,587
|
|
|
255,292
|
|
|
FHLB and FRB Stock
|
|
78,100
|
|
|
111,056
|
|
|
Private equity investments
|
|
22,015
|
|
|
47,357
|
|
|
Prepaid FDIC deposit insurance assessments
|
|
76,574
|
|
|
130,903
|
|
|
Other prepaid expenses
|
|
22,454
|
|
|
22,575
|
|
|
Net current income taxes
|
|
3,704
|
|
|
7,830
|
|
|
Net deferred income taxes
|
|
2,138
|
|
|
1,780
|
|
|
Derivative asset positions
|
|
84,923
|
|
|
86,360
|
|
|
Other properties held for sale
|
|
17,246
|
|
|
—
|
|
|
Miscellaneous other assets
|
|
70,961
|
|
|
71,264
|
|
|
Total other assets
|
|
$
|
746,824
|
|
|
875,160
|
|
|
|
|
|
|
(
in thousands)
|
|
2011
|
|
2010
|
|||
Interest bearing demand deposits
|
|
$
|
3,613,060
|
|
|
3,860,157
|
|
Money market accounts, excluding brokered deposits
|
|
6,542,448
|
|
|
6,798,092
|
|
|
Savings accounts
|
|
515,038
|
|
|
480,184
|
|
|
Time deposits, excluding brokered deposits
|
|
4,591,164
|
|
|
5,911,150
|
|
|
Brokered deposits
|
|
1,783,174
|
|
|
3,152,349
|
|
|
Total interest bearing deposits
|
|
$
|
17,044,884
|
|
|
20,201,932
|
|
|
|
|
|
|
(in thousands)
|
|
2011
|
|
2010
|
|||
Parent Company:
|
|
|
|
|
|||
4.875% subordinated notes, due February 15, 2013, with semi-annual interest payments and principal to be paid at maturity
(1)
|
|
$
|
206,750
|
|
|
206,750
|
|
5.125% subordinated notes, due June 15, 2017, with semi-annual interest payments and principal to be paid at maturity
|
|
450,000
|
|
|
450,000
|
|
|
13.00% junior subordinated amortizing notes with quarterly interest and principal payments through May 15, 2013
|
|
38,229
|
|
|
59,931
|
|
|
LIBOR + 1.80% debentures, due April 19, 2035 with quarterly interest payments and principal to be paid at maturity (rate of 2.35% at December 31, 2011)
|
|
10,000
|
|
|
10,000
|
|
|
Hedge-related basis adjustment
(2)
|
|
21,188
|
|
|
28,102
|
|
|
Total long-term debt — Parent Company
|
|
726,167
|
|
|
754,783
|
|
|
Synovus Bank:
|
|
|
|
|
|||
FHLB advances with interest and principal payments due at various maturity dates through 2018 and interest rates ranging from 0.35% to 4.70% at December 31, 2011 (weighted average interest rate of 1.05% at December 31, 2011)
|
|
633,839
|
|
|
1,047,479
|
|
|
Other notes payable and capital leases with interest and principal payments due at various maturity dates through 2031 (weighted average interest rate of 3.89% at December 31, 2011)
|
|
4,721
|
|
|
5,899
|
|
|
Total long-term debt — subsidiary
|
|
638,560
|
|
|
1,053,378
|
|
|
Total long-term debt
|
|
$
|
1,364,727
|
|
|
1,808,161
|
|
|
|
|
|
|
(1)
|
On February 13, 2012, Synovus issued
$300 million
aggregate principal amount of
7.875%
senior notes due February 15, 2019 (“the 2019 Senior Notes”) in a public offering for aggregate proceeds of
$292.8 million
, net of discount and debt issuance costs. Concurrent with this offering, Synovus announced a cash tender offer (“Tender Offer”) for any and all of its outstanding 4.875% subordinated notes due February 15, 2013 (“the 2013 Notes”), with a total
|
(2)
|
Unamortized balance of terminated interest rate swaps reflected in debt for financial reporting purposes.
|
(in thousands)
|
|
Parent
Company
|
|
Subsidiary
|
|
Total
|
|||||
2012
|
|
$
|
24,663
|
|
|
313,504
|
|
|
338,167
|
|
|
2013
|
|
220,316
|
|
(1
|
)
|
130,727
|
|
|
351,043
|
|
|
2014
|
|
—
|
|
|
50,487
|
|
|
50,487
|
|
||
2015
|
|
—
|
|
|
140,506
|
|
|
140,506
|
|
||
2016
|
|
—
|
|
|
399
|
|
|
399
|
|
||
Thereafter
|
|
460,000
|
|
|
2,937
|
|
|
462,937
|
|
||
Total
|
|
$
|
704,979
|
|
|
638,560
|
|
|
1,343,539
|
|
|
|
|
|
|
|
|
|
(1)
|
On February 13, 2012, Synovus issued
$300 million
aggregate principal amount of
7.875%
senior notes due February 15, 2019 (“the 2019 Senior Notes”) in a public offering for aggregate proceeds of
$292.8 million
, net of discount and debt issuance costs. Concurrent with this offering, Synovus announced a cash tender offer (“Tender Offer”) for any and all of its outstanding 4.875% subordinated notes due February 15, 2013 (“the 2013 Notes”), with a total principal amount outstanding of approximately $206.8 million. Approximately
$145.6 million
of the 2013 Notes were tendered by the early tender deadline of February 21, 2012 (“the Early Tender Deadline”), and Synovus paid total consideration of
$145.6 million
for these notes. Holders of the 2013 notes who did not tender by the Early Tender Deadline have until March 6, 2012 to tender their 2013 Notes. Holders who tender their 2013 Notes after February 21, 2012 but at or before March 6, 2012 will receive
$970
per $1,000 principal amount of the 2013 Notes tendered. The Tender Offer was, and additional tenders will be, funded from a portion of the net proceeds of the 2019 Senior Notes described herein.
|
(dollars in thousands)
|
|
2011
|
|
2010
|
|
2009
|
||||
Total Balance at December 31,
|
|
$
|
313,757
|
|
|
499,226
|
|
|
475,062
|
|
Weighted average interest rate at December 31,
|
|
0.24
|
%
|
|
0.30
|
|
|
0.53
|
|
|
Maximum month end balance during the year
|
|
$
|
452,903
|
|
|
543,690
|
|
|
1,580,259
|
|
Average amount outstanding during the year
|
|
389,583
|
|
|
480,700
|
|
|
918,735
|
|
|
Weighted average interest rate during the year
|
|
0.27
|
%
|
|
0.40
|
|
|
0.42
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
Preferred
Shares
Issued
|
|
Common
Shares
Issued
|
|
Treasury
Shares
Held
|
|||
Balance at December 31, 2008
|
968
|
|
|
336,011
|
|
|
5,677
|
|
Issuance (forfeitures) of non-vested stock, net
|
—
|
|
|
(34
|
)
|
|
—
|
|
Restricted share unit activity
|
—
|
|
|
39
|
|
|
—
|
|
Stock options exercised
|
—
|
|
|
54
|
|
|
—
|
|
Treasury shares purchased
|
—
|
|
|
—
|
|
|
9
|
|
Issuance of common stock
|
—
|
|
|
150,000
|
|
|
—
|
|
Exchange of subordinated notes due 2013 for
common stock
|
—
|
|
|
9,444
|
|
|
—
|
|
Balance at December 31, 2009
|
968
|
|
|
495,514
|
|
|
5,686
|
|
Issuance (forfeitures) of non-vested stock, net
|
—
|
|
|
(9
|
)
|
|
—
|
|
Restricted share unit activity
|
—
|
|
|
44
|
|
|
—
|
|
Stock options exercised
|
—
|
|
|
1
|
|
|
—
|
|
Treasury shares purchased
|
—
|
|
|
—
|
|
|
7
|
|
Issuance of common stock
|
—
|
|
|
293,250
|
|
|
—
|
|
Settlement of prepaid common stock purchase
contracts
|
—
|
|
|
2,156
|
|
|
—
|
|
Balance at December 31, 2010
|
968
|
|
|
790,956
|
|
|
5,693
|
|
Issuance (forfeitures) of non-vested stock, net
|
—
|
|
|
(1
|
)
|
|
—
|
|
Restricted share unit activity
|
—
|
|
|
19
|
|
|
—
|
|
Settlement of prepaid common stock purchase
contracts
|
—
|
|
|
15
|
|
|
—
|
|
Balance at December 31, 2011
|
968
|
|
|
790,989
|
|
|
5,693
|
|
|
|
|
|
|
|
(in thousands, except per unit amounts)
|
|
Equity Component
|
|
Debt Component
|
|
tMEDS
Total
|
||||
Units issued
(1)
|
|
13,800
|
|
|
13,800
|
|
|
13,800
|
|
|
Unit price
|
|
$
|
19.901803
|
|
|
5.098197
|
|
|
25.00
|
|
Gross proceeds
|
|
274,645
|
|
|
70,355
|
|
|
345,000
|
|
|
Issuance costs
|
|
9,081
|
|
|
2,342
|
|
|
11,423
|
|
|
Net proceeds
|
|
$
|
265,564
|
|
|
68,013
|
|
|
333,577
|
|
|
|
|
|
|
|
|
||||
Impact on Consolidated Balance Sheet:
|
|
|
|
|
|
|
||||
Other assets (prepaid issuance costs)
|
|
$
|
—
|
|
|
2,342
|
|
|
2,342
|
|
Long-term debt
|
|
—
|
|
|
70,355
|
|
|
70,355
|
|
|
Additional paid-in capital
|
|
265,564
|
|
|
—
|
|
|
265,564
|
|
|
|
|
|
|
|
|
|
(1)
|
There are two components of each tMEDS unit; therefore, there are 13.8 million units of the equity component, 13.8 million units of the debt component, and 13.8 million units of tMEDS, which includes both the debt and equity components.
|
Applicable Market Value of Synovus Common Stock
|
Settlement Rate
|
Less than or equal to $2.75
|
9.0909
|
Between $2.75 and $3.30
|
Number of shares equal to $25,
divided by
the applicable market price
|
Greater than or equal to $3.30
|
7.5758
|
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To Be Well Capitalized Under Prompt Corrective Action Provisions
(1)
|
|||||||||||||
(dollars in thousands)
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|||||||
Synovus Financial Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tier I capital
|
$
|
2,780,774
|
|
|
2,909,912
|
|
|
1,103,113
|
|
|
1,232,793
|
|
|
n/a
|
|
|
n/a
|
|
Total risk-based capital
|
3,544,089
|
|
|
3,742,599
|
|
|
1,718,946
|
|
|
1,819,883
|
|
|
n/a
|
|
|
n/a
|
|
|
Tier I capital ratio
|
12.94
|
%
|
|
12.79
|
|
|
4.00
|
|
|
4.00
|
|
|
n/a
|
|
|
n/a
|
|
|
Total risk-based capital ratio
|
16.49
|
|
|
16.45
|
|
|
8.00
|
|
|
8.00
|
|
|
n/a
|
|
|
n/a
|
|
|
Leverage ratio
|
10.08
|
|
|
9.44
|
|
|
4.00
|
|
|
4.00
|
|
|
n/a
|
|
|
n/a
|
|
|
Synovus Bank
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tier I capital
|
$
|
2,950,329
|
|
|
2,914,871
|
|
|
1,090,674
|
|
|
1,281,751
|
|
|
1,363,343
|
|
|
1,523,439
|
|
Total risk-based capital
|
3,219,480
|
|
|
3,198,728
|
|
|
1,701,416
|
|
|
1,783,946
|
|
|
2,126,769
|
|
|
2,229,933
|
|
|
Tier I capital ratio
|
13.87
|
%
|
|
13.07
|
|
|
4.00
|
|
|
4.00
|
|
|
6.00
|
|
|
6.00
|
|
|
Total risk-based capital ratio
|
15.14
|
|
|
14.34
|
|
|
8.00
|
|
|
8.00
|
|
|
10.00
|
|
|
10.00
|
|
|
Leverage ratio
|
10.82
|
|
|
9.57
|
|
|
4.00
|
|
|
4.00
|
|
|
5.00
|
|
|
5.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||||||||
(in thousands)
|
Before-
Tax
Amount
|
|
Tax
(Expense)
Benefit
|
|
Net of
Tax
Amount
|
|
Before-
Tax
Amount
|
|
Tax
(Expense)
Benefit
|
|
Net of
Tax
Amount
|
|
Before-
Tax
Amount
|
|
Tax
(Expense)
Benefit
|
|
Net of
Tax
Amount
|
||||||||||
Net unrealized gains/losses on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net unrealized gains/losses arising during the year
|
$
|
(11,316
|
)
|
|
4,279
|
|
|
(7,037
|
)
|
|
(20,459
|
)
|
|
7,867
|
|
|
(12,592
|
)
|
|
(31,887
|
)
|
|
12,404
|
|
|
(19,483
|
)
|
Valuation allowance for the change in deferred taxes arising from unrealized gains/losses
(1)
|
—
|
|
|
(4,279
|
)
|
|
(4,279
|
)
|
|
—
|
|
|
(7,858
|
)
|
|
(7,858
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Net unrealized gains/losses
|
(11,316
|
)
|
|
—
|
|
|
(11,316
|
)
|
|
(20,459
|
)
|
|
9
|
|
|
(20,450
|
)
|
|
(31,887
|
)
|
|
12,404
|
|
|
(19,483
|
)
|
|
Net unrealized gains/losses on investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net unrealized gains/losses arising during the year
|
50,258
|
|
|
(19,349
|
)
|
|
30,909
|
|
|
(9,991
|
)
|
|
3,889
|
|
|
(6,102
|
)
|
|
(25,292
|
)
|
|
8,991
|
|
|
(16,301
|
)
|
|
Reclassification adjustment for (gains)losses realized in net income
|
(75,007
|
)
|
|
29,271
|
|
|
(45,736
|
)
|
|
1,271
|
|
|
(494
|
)
|
|
777
|
|
|
(14,067
|
)
|
|
5,383
|
|
|
(8,684
|
)
|
|
Valuation allowance for the change in deferred taxes arising from unrealized gains/losses
(1)
|
—
|
|
|
(9,922
|
)
|
|
(9,922
|
)
|
|
—
|
|
|
(3,393
|
)
|
|
(3,393
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Net unrealized gains/losses
|
(24,749
|
)
|
|
—
|
|
|
(24,749
|
)
|
|
(8,720
|
)
|
|
2
|
|
|
(8,718
|
)
|
|
(39,359
|
)
|
|
14,374
|
|
|
(24,985
|
)
|
|
Amortization of post-retirement unfunded health benefit, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
2,470
|
|
|
(950
|
)
|
|
1,520
|
|
|
35
|
|
|
(14
|
)
|
|
21
|
|
|
|
$
|
(36,065
|
)
|
|
—
|
|
|
(36,065
|
)
|
|
(26,709
|
)
|
|
(939
|
)
|
|
(27,648
|
)
|
|
(71,211
|
)
|
|
26,764
|
|
|
(44,447
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
In accordance with ASC 740-20-45-11(b), the deferred tax asset valuation allowance associated with unrealized gains and losses not recognized in income is
|
|
|
Years Ended December 31,
|
||||||||
(in thousands, except per share data)
|
2011
|
|
2010
|
|
2009
|
||||
Loss from continuing operations
|
$
|
(60,844
|
)
|
|
(834,019
|
)
|
|
(1,433,931
|
)
|
Income from discontinued operations, net of income taxes and non-controlling interest
|
—
|
|
|
43,162
|
|
|
4,590
|
|
|
Net loss
|
(60,844
|
)
|
|
(790,857
|
)
|
|
(1,429,341
|
)
|
|
Net (loss) income attributable to non-controlling interest
|
(220
|
)
|
|
(179
|
)
|
|
2,364
|
|
|
Net loss attributable to controlling interest
|
(60,624
|
)
|
|
(790,678
|
)
|
|
(1,431,705
|
)
|
|
Dividends and accretion of discount on preferred stock
|
58,088
|
|
|
57,510
|
|
|
56,966
|
|
|
Net loss attributable to common shareholders
|
$
|
(118,712
|
)
|
|
(848,188
|
)
|
|
(1,488,671
|
)
|
Loss from continuing operations
|
(60,844
|
)
|
|
(834,019
|
)
|
|
(1,433,931
|
)
|
|
Net (loss) income attributable to non-controlling interest
|
(220
|
)
|
|
(179
|
)
|
|
2,364
|
|
|
Dividends and accretion of discount on preferred stock
|
58,088
|
|
|
57,510
|
|
|
56,966
|
|
|
Net loss from continuing operations attributable to
common shareholders
|
$
|
(118,712
|
)
|
|
(891,350
|
)
|
|
(1,493,261
|
)
|
Weighted average common shares outstanding, basic and diluted
|
785,272
|
|
|
685,186
|
|
|
372,943
|
|
|
Net loss per common share, basic and diluted:
|
|
|
|
|
|
||||
Net loss from continuing operations attributable to common shareholders
|
$
|
(0.15
|
)
|
|
(1.30
|
)
|
|
(4.00
|
)
|
Net loss attributable to common shareholders
|
$
|
(0.15
|
)
|
|
(1.24
|
)
|
|
(3.99
|
)
|
|
|
|
|
|
|
Level 1
|
Quoted prices in active markets for identical assets or liabilities. Level 1 assets include equity securities as well as U.S. Treasury securities that are highly liquid and are actively traded in over-the-counter markets.
|
Level 2
|
Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes certain U.S. Government sponsored agency securities, mortgage-backed securities issued by U.S. Government sponsored enterprises and agencies, obligations of states and municipalities, collateralized mortgage obligations issued by U.S. Government sponsored enterprises, derivative contracts, and mortgage loans held-for-sale. Certain private equity investments that hold mutual fund investments that invest in publicly traded companies are also included in Level 2 assets.
|
Level 3
|
Unobservable inputs that are supported by little if any market activity for the asset or liability. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category primarily includes collateral-dependent impaired loans, other real estate, certain equity investments, and certain private equity investments and certain derivative contracts.
|
|
December 31, 2011
|
|||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Assets and Liabilities at Fair Value
|
|||||
Assets
|
|
|
|
|
|
|
|
|||||
Trading securities:
|
|
|
|
|
|
|
|
|||||
Mortgage-backed securities issued by U.S.
Government agencies
|
$
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
Collateralized mortgage obligations issued by
U.S. Government sponsored enterprises
|
—
|
|
|
4,040
|
|
|
—
|
|
|
4,040
|
|
|
State and municipal securities
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|
All other residential mortgage-backed
securities
|
—
|
|
|
11,748
|
|
|
—
|
|
|
11,748
|
|
|
Other investments
|
—
|
|
|
1,035
|
|
|
—
|
|
|
1,035
|
|
|
Total trading securities
|
—
|
|
|
16,866
|
|
|
—
|
|
|
16,866
|
|
|
Mortgage loans held for sale
|
—
|
|
|
161,509
|
|
|
—
|
|
|
161,509
|
|
|
Investment securities available for sale:
|
|
|
|
|
|
|
|
|||||
U.S. Treasury securities
|
426
|
|
|
—
|
|
|
—
|
|
|
426
|
|
|
U.S. Government agency securities
|
—
|
|
|
40,493
|
|
|
—
|
|
|
40,493
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
—
|
|
|
675,421
|
|
|
—
|
|
|
675,421
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
—
|
|
|
285,753
|
|
|
—
|
|
|
285,753
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
—
|
|
|
2,002,006
|
|
|
—
|
|
|
2,002,006
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
—
|
|
|
651,500
|
|
|
—
|
|
|
651,500
|
|
|
State and municipal securities
|
—
|
|
|
25,318
|
|
|
—
|
|
|
25,318
|
|
|
Equity securities
|
2,366
|
|
|
—
|
|
|
1,393
|
|
|
3,759
|
|
|
Other investments
(1)
|
—
|
|
|
—
|
|
|
5,449
|
|
|
5,449
|
|
|
Total investment securities available for sale
|
2,792
|
|
|
3,680,491
|
|
|
6,842
|
|
|
3,690,125
|
|
|
Private equity investments
|
—
|
|
|
597
|
|
|
21,418
|
|
|
22,015
|
|
|
Mutual funds held in Rabbi Trusts
|
10,353
|
|
|
—
|
|
|
—
|
|
|
10,353
|
|
|
Derivative assets:
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
—
|
|
|
83,072
|
|
|
—
|
|
|
83,072
|
|
|
Mortgage derivatives
|
—
|
|
|
—
|
|
|
1,851
|
|
|
1,851
|
|
|
Total derivative assets
|
—
|
|
|
83,072
|
|
|
1,851
|
|
|
84,923
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
—
|
|
|
85,534
|
|
|
—
|
|
|
85,534
|
|
|
Mortgage derivatives
|
—
|
|
|
1,947
|
|
|
—
|
|
|
1,947
|
|
|
Visa Derivative
|
—
|
|
|
—
|
|
|
9,093
|
|
|
9,093
|
|
|
Total derivative liabilities
|
$
|
—
|
|
|
87,481
|
|
|
9,093
|
|
|
96,574
|
|
|
|
|
|
|
|
|
|
|||||
|
December 31, 2010
|
|||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Assets Liabilities at Fair Value
|
|||||
Assets
|
|
|
|
|
|
|
|
|||||
Trading securities:
|
|
|
|
|
|
|
|
|||||
U.S. Treasury securities
|
$
|
1,393
|
|
|
—
|
|
|
—
|
|
|
1,393
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
—
|
|
|
6,254
|
|
|
—
|
|
|
6,254
|
|
|
Other U.S. Government agencies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
State and municipal securities
|
—
|
|
|
834
|
|
|
—
|
|
|
834
|
|
|
All other residential mortgage-backed securities
|
—
|
|
|
13,768
|
|
|
—
|
|
|
13,768
|
|
|
Equity, mutual funds, and other
|
45
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
Total trading securities
|
1,438
|
|
|
20,856
|
|
|
—
|
|
|
22,294
|
|
|
Mortgage loans held for sale
|
—
|
|
|
232,839
|
|
|
—
|
|
|
232,839
|
|
|
Investment securities available for sale:
|
|
|
|
|
|
|
|
|||||
U.S. Treasury securities
|
257,672
|
|
|
—
|
|
|
—
|
|
|
257,672
|
|
|
U.S. Government agency securities
|
—
|
|
|
51,791
|
|
|
—
|
|
|
51,791
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
—
|
|
|
862,320
|
|
|
—
|
|
|
862,320
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
—
|
|
|
459,838
|
|
|
—
|
|
|
459,838
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
—
|
|
|
1,629,445
|
|
|
—
|
|
|
1,629,445
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
—
|
|
|
29,994
|
|
|
—
|
|
|
29,994
|
|
|
State and municipal securities
|
—
|
|
|
50,343
|
|
|
—
|
|
|
50,343
|
|
|
Equity securities
|
6,632
|
|
|
—
|
|
|
6,174
|
|
|
12,806
|
|
|
Other investments
(1)
|
—
|
|
|
81,611
|
|
|
4,448
|
|
|
86,059
|
|
|
Total investment securities available for sale
|
264,304
|
|
|
3,165,342
|
|
|
10,622
|
|
|
3,440,268
|
|
|
Private equity investments
|
—
|
|
|
—
|
|
|
47,357
|
|
|
47,357
|
|
|
Mutual funds held in Rabbi Trusts
|
11,239
|
|
|
—
|
|
|
—
|
|
|
11,239
|
|
|
Derivative assets:
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
—
|
|
|
85,070
|
|
|
—
|
|
|
85,070
|
|
|
Mortgage derivatives
|
—
|
|
|
—
|
|
|
1,290
|
|
|
1,290
|
|
|
Total derivative assets
|
—
|
|
|
85,070
|
|
|
1,290
|
|
|
86,360
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
—
|
|
|
85,588
|
|
|
—
|
|
|
85,588
|
|
|
Mortgage derivatives
|
—
|
|
|
1,780
|
|
|
—
|
|
|
1,780
|
|
|
Visa Derivative
|
—
|
|
|
—
|
|
|
5,470
|
|
|
5,470
|
|
|
Total derivative liabilities
|
$
|
—
|
|
|
87,368
|
|
|
5,470
|
|
|
92,838
|
|
|
Changes in Fair Value Recorded, Net
|
||||||||
|
Twelve Months Ended December 31,
|
||||||||
(in thousands)
|
2011
|
|
2010
|
|
2009
|
||||
Mortgage loans held for sale
|
$
|
5,185
|
|
|
(2,492
|
)
|
|
(3,442
|
)
|
Mortgage Loans Held for Sale
|
|
|
|
|
|
||||
Fair value
|
161,509
|
|
|
232,839
|
|
|
138,056
|
|
|
Unpaid principal balance
|
157,316
|
|
|
233,831
|
|
|
136,288
|
|
|
Fair value less aggregate unpaid principal balance
|
$
|
4,193
|
|
|
(992
|
)
|
|
1,768
|
|
|
|
|
|
|
|
|
2011
|
|||||||||
(in thousands)
|
Investment Securities Available for Sale
|
|
Private Equity Investments
|
|
Other Derivative
Contracts, Net
(3)
|
|||||
Beginning balance, January 1,
|
$
|
10,622
|
|
|
47,357
|
|
|
(4,180
|
)
|
|
Total gains (losses) realized/unrealized:
|
|
|
|
|
|
|||||
Included in earnings
(1)
|
1,000
|
|
|
(1,118
|
)
|
|
(3,062
|
)
|
||
Unrealized gains (losses) included in other comprehensive income
|
(228
|
)
|
|
—
|
|
|
—
|
|
||
Change from consolidated to equity method investment
|
—
|
|
|
(27,291
|
)
|
|
—
|
|
||
Purchases
|
—
|
|
|
2,470
|
|
(2
|
)
|
—
|
|
|
Sales
|
(4,552
|
)
|
|
—
|
|
|
—
|
|
||
Issuances
|
—
|
|
|
—
|
|
|
—
|
|
||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
||
Amortization of discount/premium
|
—
|
|
|
—
|
|
|
—
|
|
||
Transfers in and/or out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
||
Ending balance, December 31,
|
$
|
6,842
|
|
|
21,418
|
|
|
(7,242
|
)
|
|
The amount of total net gains (losses) for the year
included in earnings attributable to the change
in unrealized gains (losses) relating to assets still
held at December 31,
|
$
|
1,000
|
|
|
(1,118
|
)
|
|
(3,062
|
)
|
|
|
|
|
|
|
|
|||||
|
2010
|
|||||||||
(in thousands)
|
Investment Securities Available for Sale
|
|
Private Equity Investments
|
|
Other Derivative
Contracts, Net
(3)
|
|||||
Beginning balance, January 1,
|
$
|
13,326
|
|
|
41,364
|
|
|
(12,663
|
)
|
|
Total gains (losses) realized/unrealized:
|
|
|
|
|
|
|||||
Included in earnings
(1)
|
(1,000
|
)
|
|
7,203
|
|
|
8,483
|
|
||
Unrealized gains (losses) included in other comprehensive income
|
(861
|
)
|
|
—
|
|
|
—
|
|
||
Purchases
|
—
|
|
|
—
|
|
|
|
—
|
|
|
Sales
|
—
|
|
|
(1,210
|
)
|
|
—
|
|
||
Issuances
|
—
|
|
|
—
|
|
|
—
|
|
||
Settlements
|
(153
|
)
|
|
—
|
|
|
—
|
|
||
Amortization of discount/premium
|
(690
|
)
|
|
—
|
|
|
—
|
|
||
Transfers in and/or out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
||
Ending balance, December 31,
|
$
|
10,622
|
|
|
47,357
|
|
|
(4,180
|
)
|
|
The amount of total net gains (losses) for the year
included in earnings attributable to the change
in unrealized gains (losses) relating to assets still
held at December 31,
|
$
|
(1,000
|
)
|
|
7,203
|
|
|
8,483
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
|
|
Fair Value Adjustments for the Year Ended December 31, 2011
|
|||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||
Impaired loans
(1)
|
$
|
—
|
|
|
—
|
|
|
523,288
|
|
|
99,762
|
|
Other loans held for sale
|
—
|
|
|
—
|
|
|
2,841
|
|
|
1,659
|
|
|
Other real estate
|
—
|
|
|
—
|
|
|
112,164
|
|
|
53,876
|
|
|
Other properties held for sale
|
—
|
|
|
—
|
|
|
16,254
|
|
|
5,345
|
|
|
|
|
|
|
|
|
|
|
|||||
|
As of December 31, 2010
|
|
Fair Value Adjustments for the Year Ended December 31, 2010
|
|||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|||||
Impaired loans
(1)
|
$
|
—
|
|
|
—
|
|
|
631,934
|
|
|
176,086
|
|
Other loans held for sale
|
—
|
|
|
—
|
|
|
8,412
|
|
|
51,081
|
|
|
Other real estate
|
—
|
|
|
—
|
|
|
197,615
|
|
|
105,877
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
|
December 31, 2010
|
|||||||||
(in thousands)
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|||||
Financial assets
|
|
|
|
|
|
|
|
|||||
Cash and due from banks
|
$
|
510,423
|
|
|
510,423
|
|
|
389,021
|
|
|
389,021
|
|
Interest bearing funds with Federal Reserve Bank
|
1,567,006
|
|
|
1,567,006
|
|
|
3,103,896
|
|
|
3,103,896
|
|
|
Interest earning deposits with banks
|
13,590
|
|
|
13,590
|
|
|
16,446
|
|
|
16,446
|
|
|
Federal funds sold and securities purchased under resale agreements
|
158,916
|
|
|
158,916
|
|
|
160,502
|
|
|
160,502
|
|
|
Trading account assets
|
16,866
|
|
|
16,866
|
|
|
22,294
|
|
|
22,294
|
|
|
Mortgage loans held for sale
|
161,509
|
|
|
161,509
|
|
|
232,839
|
|
|
232,839
|
|
|
Other loans held for sale
|
30,156
|
|
|
30,156
|
|
|
127,365
|
|
|
127,365
|
|
|
Investment securities available for sale
|
3,690,125
|
|
|
3,690,125
|
|
|
3,440,268
|
|
|
3,440,268
|
|
|
Private equity investments
|
22,015
|
|
|
22,015
|
|
|
47,357
|
|
|
47,357
|
|
|
Loans, net
|
19,543,319
|
|
|
19,621,279
|
|
|
20,882,216
|
|
|
20,745,839
|
|
|
Derivative asset positions
|
84,923
|
|
|
84,923
|
|
|
86,360
|
|
|
86,360
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|||||
Non-interest bearing deposits
|
$
|
5,366,868
|
|
|
5,366,868
|
|
|
4,298,372
|
|
|
4,298,372
|
|
Interest bearing deposits
|
17,044,884
|
|
|
17,092,784
|
|
|
20,201,932
|
|
|
20,270,594
|
|
|
Federal funds purchased and other
short-term borrowings
|
313,757
|
|
|
313,757
|
|
|
499,226
|
|
|
499,226
|
|
|
Long-term debt
|
1,364,727
|
|
|
1,302,560
|
|
|
1,808,161
|
|
|
1,726,752
|
|
|
Derivative liability positions
|
96,574
|
|
|
96,574
|
|
|
92,838
|
|
|
92,838
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Contracts
|
||||||||||||||||||||||
(dollars in thousands)
|
|
Notional
Amount
|
|
Weighted Average Receive Rate
|
|
Weighted Average Pay Rate
(1)
|
|
Weighted Average Maturity In Months
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Net Unrealized Gains
|
||||||||
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Receive fixed swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value hedges
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash flow hedges
|
|
150,000
|
|
|
8.27
|
|
|
3.25
|
|
|
4
|
|
|
2,475
|
|
|
—
|
|
|
2,475
|
|
|
Total
|
|
$
|
150,000
|
|
|
8.27
|
%
|
|
3.25
|
|
|
4
|
|
|
2,475
|
|
|
—
|
|
|
2,475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value of Derivative Assets
|
|
Fair Value of Derivative Liabilities
|
|||||||||||||
|
|
|
December 31,
|
|
|
|
December 31,
|
|||||||||
(in thousands)
|
Location on Consolidated Balance Sheet
|
|
2011
|
|
2010
|
|
Location on Consolidated Balance Sheet
|
|
2011
|
|
2010
|
|||||
Derivatives Designated as
Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fair value hedges
|
Other assets
|
|
$
|
—
|
|
|
—
|
|
|
Other liabilities
|
|
—
|
|
|
—
|
|
Cash flow hedges
|
Other assets
|
|
—
|
|
|
2,475
|
|
|
Other liabilities
|
|
—
|
|
|
—
|
|
|
Total derivatives
designated as hedging
instruments
|
|
|
$
|
—
|
|
|
2,475
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Derivatives Not Designated
as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
Other assets
|
|
$
|
83,072
|
|
|
82,595
|
|
|
Other liabilities
|
|
85,534
|
|
|
85,588
|
|
Mortgage derivatives
|
Other assets
|
|
1,851
|
|
|
1,290
|
|
|
Other liabilities
|
|
1,947
|
|
|
1,780
|
|
|
Visa Derivative
|
Other assets
|
|
—
|
|
|
—
|
|
|
Other liabilities
|
|
9,093
|
|
|
5,470
|
|
|
Total derivatives not
designated as hedging
instruments
|
|
|
$
|
84,923
|
|
|
83,885
|
|
|
|
|
96,574
|
|
|
92,838
|
|
Total derivatives
|
|
|
$
|
84,923
|
|
|
86,360
|
|
|
|
|
96,574
|
|
|
92,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
Location of
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Amount of Gain
|
|
Gain (Loss)
|
|
Amount of Gain
|
|
|
|
|
||||||||||||||||||||||||
|
(Loss) Recognized in
|
|
Reclassified
|
|
(Loss) Reclassified
|
|
Location of
|
|
Amount of Gain (Loss)
|
||||||||||||||||||||||||
|
OCI on Derivative
|
|
from OCI
|
|
from OCI into Income
|
|
Gain (Loss)
|
|
Recognized in Income
|
||||||||||||||||||||||||
|
Effective Portion
|
|
into
|
|
Effective Portion
|
|
Recognized
|
|
Ineffective Portion
|
||||||||||||||||||||||||
|
Twelve Months Ended
|
|
Income
|
|
Twelve Months Ended
|
|
in Income
|
|
Twelve Months Ended
|
||||||||||||||||||||||||
|
December 31,
|
|
Effective
|
|
December 31,
|
|
Ineffective
|
|
December 31,
|
||||||||||||||||||||||||
(in thousands
)
|
2011
|
|
2010
|
|
2009
|
|
Portion
|
|
2011
|
|
2010
|
|
2009
|
|
Portion
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||
Interest rate contracts
|
$
|
(4,203
|
)
|
|
(6,003
|
)
|
|
2,726
|
|
|
Interest
Income
(Expense)
|
|
$
|
7,112
|
|
|
14,446
|
|
|
22,209
|
|
|
Other
Non-interest
Income
|
|
$
|
—
|
|
|
(14
|
)
|
|
(198
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
Derivative
|
|
Hedged Item
|
||||||||||||||||||||
|
|
Location of
|
|
Amount of Gain (Loss)
|
|
|
|
Amount of Gain (Loss)
|
||||||||||||||||
|
|
Gain (Loss)
|
|
Recognized in Income on
|
|
Location of
|
|
Recognized in Income On
|
||||||||||||||||
|
|
Recognized
|
|
Derivative
|
|
Gain (Loss)
|
|
Hedged Item
|
||||||||||||||||
|
|
in Income
|
|
Twelve Months Ended
|
|
Recognized in
|
|
Twelve Months Ended
|
||||||||||||||||
|
|
on
|
|
December 31,
|
|
Income on
|
|
December 31,
|
||||||||||||||||
(in thousands)
|
|
Derivative
|
|
2011
|
|
2010
|
|
2009
|
|
Hedged Item
|
|
2011
|
|
2010
|
|
2009
|
||||||||
Derivatives Designated in Fair Value Hedging Relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
(1)
|
|
Other Non-
Interest Income
|
|
$
|
—
|
|
|
(991
|
)
|
|
(13,368
|
)
|
|
Other Non- Interest Income
|
|
$
|
—
|
|
|
972
|
|
|
12,404
|
|
Total
|
|
|
|
$
|
—
|
|
|
(991
|
)
|
|
(13,368
|
)
|
|
|
|
$
|
—
|
|
|
972
|
|
|
12,404
|
|
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
(2)
|
|
Other Non-
Interest Income
(Expense)
|
|
$
|
(819
|
)
|
|
(6,902
|
)
|
|
(14,184
|
)
|
|
|
|
|
|
|
|
|
||||
Mortgage derivatives
(3)
|
|
Mortgage
Banking Income
|
|
$
|
393
|
|
|
(2,565
|
)
|
|
3,165
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
|
|
$
|
(426
|
)
|
|
(9,467
|
)
|
|
(11,019
|
)
|
|
|
|
|
|
|
|
|
||||
Total derivatives
|
|
|
|
$
|
(426
|
)
|
|
(10,458
|
)
|
|
(24,387
|
)
|
|
|
|
—
|
|
|
972
|
|
|
12,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
||
Letters of credit
(1)
|
$
|
223,306
|
|
Commitments to fund commercial real estate, construction, and land development loans
|
473,511
|
|
|
Unused credit card lines
|
1,257,856
|
|
|
Commitments under home equity lines of credit
|
889,637
|
|
|
Commitments to fund commercial and industrial loans
|
1,960,118
|
|
|
Other loan commitments
|
492,661
|
|
|
Total unfunded lending commitments and letters of credit
|
$
|
5,297,089
|
|
|
|
(in thousands)
|
|
||
2012
|
$
|
29,972
|
|
2013
|
28,992
|
|
|
2014
|
21,101
|
|
|
2015
|
18,591
|
|
|
2016
|
17,663
|
|
|
Thereafter
|
213,331
|
|
|
Total
|
$
|
329,650
|
|
|
|
|
|
||||
|
|
2010
|
|
2009
|
|
Risk-free interest rate
|
|
2.8
|
%
|
|
2.8
|
Expected stock price volatility
|
|
63.0
|
|
|
40.0
|
Dividend yield
|
|
1.4
|
|
|
1.0
|
Expected life of options
|
|
6.25 years
|
|
|
6.0 years
|
|
|
|
|
|
Stock Options
|
|
|
|
|
|
|||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|||||||||
Outstanding at beginning of year
|
21,723,381
|
|
|
$
|
10.81
|
|
|
28,167,011
|
|
|
$
|
10.94
|
|
|
30,954,180
|
|
|
$
|
10.89
|
|
Options granted
|
—
|
|
|
—
|
|
|
3,442,586
|
|
|
2.80
|
|
|
20,000
|
|
|
3.96
|
|
|||
Options exercised
|
—
|
|
|
—
|
|
|
(430
|
)
|
|
2.21
|
|
|
(17,256
|
)
|
|
2.47
|
|
|||
Options forfeited
|
(471,386
|
)
|
|
10.72
|
|
|
(150,003
|
)
|
|
2.80
|
|
|
(400,000
|
)
|
|
13.18
|
|
|||
Options expired
|
(3,365,677
|
)
|
|
11.75
|
|
|
(9,735,783
|
)
|
|
8.48
|
|
|
(2,389,913
|
)
|
|
9.99
|
|
|||
Options outstanding at end of year
|
17,886,318
|
|
|
$
|
10.63
|
|
|
21,723,381
|
|
|
$
|
10.81
|
|
|
28,167,011
|
|
|
$
|
10.94
|
|
Options exercisable at end of year
|
14,365,773
|
|
|
$
|
12.06
|
|
|
16,879,440
|
|
|
$
|
12.14
|
|
|
25,552,988
|
|
|
$
|
10.71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested Shares
|
|
|
|
|||
|
Shares
|
|
Weighted-Average Grant-date Fair Value
|
|||
Outstanding at January 1, 2009
|
577,484
|
|
|
$
|
27.35
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(360,072
|
)
|
|
27.62
|
|
|
Forfeited
|
(29,179
|
)
|
|
27.82
|
|
|
Outstanding at December 31, 2009
|
188,233
|
|
|
26.75
|
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(163,924
|
)
|
|
28.28
|
|
|
Forfeited
|
(7,349
|
)
|
|
25.81
|
|
|
Outstanding at December 31, 2010
|
16,960
|
|
|
12.41
|
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(16,000
|
)
|
|
12.40
|
|
|
Forfeited
|
(960
|
)
|
|
12.50
|
|
|
Outstanding at December 31, 2011
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Restricted Share Units
|
|
|
|
|||
|
Share Units
|
|
Weighted-Average Grant-date Fair Value
|
|||
Outstanding at January 1, 2009
|
126,425
|
|
|
$
|
12.86
|
|
Granted
|
5,556
|
|
|
3.48
|
|
|
Dividend equivalents granted
|
1,071
|
|
|
2.90
|
|
|
Vested
|
(42,203
|
)
|
|
12.85
|
|
|
Forfeited
|
(16,034
|
)
|
|
12.89
|
|
|
Outstanding at December 31, 2009
|
74,815
|
|
|
12.01
|
|
|
Granted
|
844,205
|
|
|
2.80
|
|
|
Dividend equivalents granted
|
10,082
|
|
|
2.60
|
|
|
Vested
|
(45,406
|
)
|
|
12.45
|
|
|
Forfeited
|
(3,295
|
)
|
|
12.89
|
|
|
Outstanding at December 31, 2010
|
880,401
|
|
|
3.05
|
|
|
Granted
|
3,815,942
|
|
|
2.65
|
|
|
Dividend equivalents granted
|
86,494
|
|
|
1.64
|
|
|
Vested
|
(25,534
|
)
|
|
6.15
|
|
|
Forfeited
|
(229,328
|
)
|
|
2.91
|
|
|
Outstanding at December 31, 2011
|
4,527,975
|
|
|
$
|
2.67
|
|
|
|
|
|
Plan Category
(1)
|
|
(a) Number of securities to be issued upon vesting of restricted share units
|
|
(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
|
|
4,527,975
|
|
|
17,645,041
|
|
|
$
|
10.68
|
|
|
28,488,255
|
|
(2
|
)
|
Non-shareholder approved equity compensation plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||
Total
|
|
4,527,975
|
|
|
17,645,041
|
|
|
$
|
10.68
|
|
|
28,488,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
2011
|
|
2010
|
|
2009
|
||||
Consolidated Statements of Operations
|
|
|
|
|
|
||||
Income tax expense (benefit) related to continuing operations
|
$
|
1,312
|
|
|
(15,151
|
)
|
|
(171,977
|
)
|
Income tax expense related to discontinued operations
|
—
|
|
|
27,479
|
|
|
3,137
|
|
|
Consolidated Statements of Changes in Equity and Comprehensive Income (Loss)
|
|
|
|
|
|
||||
Income tax expense (benefit) related to:
|
|
|
|
|
|
||||
Post-retirement unfunded health benefit obligation
|
—
|
|
|
950
|
|
|
14
|
|
|
Unrealized gains (losses) on investment securities available for sale, net
|
—
|
|
|
(2
|
)
|
|
(14,374
|
)
|
|
Unrealized gains (losses) on cash flow hedges, net
|
—
|
|
|
(9
|
)
|
|
(12,404
|
)
|
|
Share-based compensation
|
—
|
|
|
(16
|
)
|
|
2,770
|
|
|
Total income tax expense (benefit)
|
$
|
1,312
|
|
|
13,251
|
|
|
(192,834
|
)
|
|
|
|
|
|
|
(in thousands)
|
2011
|
|
2010
|
|
2009
|
||||
Current
|
|
|
|
|
|
||||
Federal
|
$
|
(99
|
)
|
|
(20,185
|
)
|
|
(337,421
|
)
|
State
|
1,768
|
|
|
(4,181
|
)
|
|
(9,749
|
)
|
|
|
1,669
|
|
|
(24,366
|
)
|
|
(347,170
|
)
|
|
Deferred
|
|
|
|
|
|
||||
Federal
|
535
|
|
|
(4,834
|
)
|
|
161,838
|
|
|
State
|
(892
|
)
|
|
14,049
|
|
|
13,355
|
|
|
|
(357
|
)
|
|
9,215
|
|
|
175,193
|
|
|
Total income tax expense (benefit)
|
$
|
1,312
|
|
|
(15,151
|
)
|
|
(171,977
|
)
|
|
|
|
|
|
|
(dollars in thousands)
|
2011
|
|
2010
|
|
2009
|
||||
Taxes at statutory federal income tax rate
|
$
|
(20,836
|
)
|
|
(297,210
|
)
|
|
(562,069
|
)
|
Tax-exempt income
|
(2,316
|
)
|
|
(2,678
|
)
|
|
(3,257
|
)
|
|
State income tax benefit, net of federal income tax benefit, before valuation allowance
|
(3,084
|
)
|
|
(30,598
|
)
|
|
(50,947
|
)
|
|
Tax credits
|
(1,461
|
)
|
|
(1,576
|
)
|
|
(1,555
|
)
|
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
5,282
|
|
|
Cash surrender value of life insurance
|
(2,911
|
)
|
|
(2,888
|
)
|
|
(2,534
|
)
|
|
Other, net
|
76
|
|
|
(578
|
)
|
|
4,839
|
|
|
Sub-total income tax benefit before valuation allowance
|
(30,532
|
)
|
|
(335,528
|
)
|
|
(610,241
|
)
|
|
Change in valuation allowance for deferred tax assets
|
31,844
|
|
|
320,377
|
|
|
438,264
|
|
|
Total income tax expense (benefit)
|
$
|
1,312
|
|
|
(15,151
|
)
|
|
(171,977
|
)
|
Effective income tax rate before valuation allowance
|
51.29
|
%
|
|
39.51
|
%
|
|
38.00
|
%
|
|
Effective income tax rate after valuation allowance
|
(2.20
|
)%
|
|
1.78
|
%
|
|
10.71
|
%
|
|
|
|
|
|
|
|
(in thousands)
|
2011
|
|
2010
|
|||
Deferred income tax assets
|
|
|
|
|||
Net operating loss carryforward
|
$
|
514,275
|
|
|
446,017
|
|
Provision for loan losses
|
268,406
|
|
|
330,468
|
|
|
Tax credit carryforward
|
44,170
|
|
|
43,081
|
|
|
Finance lease transactions
|
4,901
|
|
|
23,311
|
|
|
Net unrealized loss on cash flow hedges
|
243
|
|
|
—
|
|
|
Other
|
46,779
|
|
|
34,126
|
|
|
Total gross deferred income tax assets
|
878,774
|
|
|
877,003
|
|
|
Less valuation allowance
|
(821,429
|
)
|
|
(774,961
|
)
|
|
Total deferred income tax assets
|
57,345
|
|
|
102,042
|
|
|
Deferred income tax liabilities
|
|
|
|
|||
Excess tax over financial statement depreciation
|
(16,371
|
)
|
|
(43,993
|
)
|
|
Net unrealized gain on investment securities available for sale
|
(29,390
|
)
|
|
(39,312
|
)
|
|
Net unrealized gain on cash flow hedges
|
—
|
|
|
(4,036
|
)
|
|
Other
|
(9,446
|
)
|
|
(12,921
|
)
|
|
Total gross deferred income tax liabilities
|
(55,207
|
)
|
|
(100,262
|
)
|
|
Net deferred income tax assets
|
$
|
2,138
|
|
|
1,780
|
|
|
|
|
|
|
Years Ended December 31,
|
|||||
(in thousands)
|
2011
|
|
2010
|
|||
Balance at January 1,
|
$
|
6,315
|
|
|
7,274
|
|
Additions based on income tax positions related to current year
|
275
|
|
|
176
|
|
|
Additions for income tax positions of prior years
|
—
|
|
|
—
|
|
|
Deductions for income tax positions of prior years
|
(605
|
)
|
|
(1,060
|
)
|
|
Settlements
|
—
|
|
|
(75
|
)
|
|
Balance at December 31,
|
$
|
5,985
|
|
|
6,315
|
|
|
|
|
|
Condensed Balance Sheets
|
|
|||||
|
December 31,
|
|||||
(in thousands)
|
2011
|
|
2010
|
|||
Assets
|
|
|
|
|||
Cash due from bank subsidiary
|
$
|
278,071
|
|
|
275,578
|
|
Funds due from other depository institutions
(1)
|
33,431
|
|
|
28,423
|
|
|
Investment in consolidated bank subsidiary, at equity
|
2,998,006
|
|
|
2,979,596
|
|
|
Net accumulated deficit in consolidated nonbank subsidiaries, at equity
(2)
|
(279,962
|
)
|
|
(148,172
|
)
|
|
Notes receivable from nonbank subsidiaries
|
493,800
|
|
|
601,744
|
|
|
Other assets
|
55,103
|
|
|
81,966
|
|
|
Total assets
|
$
|
3,578,449
|
|
|
3,819,135
|
|
Liabilities and Equity
|
|
|
|
|||
Liabilities:
|
|
|
|
|||
Long-term debt
|
$
|
726,167
|
|
|
754,783
|
|
Other liabilities
|
24,830
|
|
|
66,434
|
|
|
Total liabilities
|
750,997
|
|
|
821,217
|
|
|
Shareholders’ equity:
|
|
|
|
|||
Preferred stock
|
947,017
|
|
|
937,323
|
|
|
Common stock
|
790,989
|
|
|
790,956
|
|
|
Additional paid-in capital
|
2,241,171
|
|
|
2,293,264
|
|
|
Treasury stock
|
(114,176
|
)
|
|
(114,176
|
)
|
|
Accumulated other comprehensive income
|
21,093
|
|
|
57,158
|
|
|
Accumulated deficit
|
(1,058,642
|
)
|
|
(966,607
|
)
|
|
Total shareholders’ equity
|
2,827,452
|
|
|
2,997,918
|
|
|
Total liabilities and shareholders’ equity
|
$
|
3,578,449
|
|
|
3,819,135
|
|
|
|
|
|
Condensed Statements of Operations
|
|
||||||||
|
Years Ended December 31,
|
||||||||
(in thousands)
|
2011
|
|
2010
|
|
2009
|
||||
Income
|
|
|
|
|
|
||||
Cash dividends received from bank subsidiaries
|
$
|
—
|
|
|
43,874
|
|
|
64,044
|
|
Management and information technology fees from
subsidiaries
|
—
|
|
|
185,279
|
|
|
162,648
|
|
|
Interest income
|
30,057
|
|
|
36,074
|
|
|
50,174
|
|
|
Other income
|
(141
|
)
|
|
8,922
|
|
|
74,771
|
|
|
Total income
|
29,916
|
|
|
274,149
|
|
|
351,637
|
|
|
Expenses
|
|
|
|
|
|
||||
Interest expense
|
34,767
|
|
|
33,809
|
|
|
25,081
|
|
|
Other expenses
|
14,177
|
|
|
224,100
|
|
|
234,083
|
|
|
Total expenses
|
48,944
|
|
|
257,909
|
|
|
259,164
|
|
|
Income (loss) before income taxes and equity in undistributed net
income (loss) of subsidiaries
|
(19,028
|
)
|
|
16,240
|
|
|
92,473
|
|
|
Allocated income tax (benefit) expense
|
(13,715
|
)
|
|
(153,729
|
)
|
|
229,680
|
|
|
Income (loss) before equity in undistributed net income
(loss) of subsidiaries
|
(5,313
|
)
|
|
169,969
|
|
|
(137,207
|
)
|
|
Equity in undistributed net loss of subsidiaries
|
(55,311
|
)
|
|
(1,003,809
|
)
|
|
(1,299,088
|
)
|
|
Loss from continuing operations attributable to controlling
interest
|
(60,624
|
)
|
|
(833,840
|
)
|
|
(1,436,295
|
)
|
|
Income from discontinued operations, net of income taxes
|
—
|
|
|
43,162
|
|
|
4,590
|
|
|
Net loss attributable to controlling interest
|
(60,624
|
)
|
|
(790,678
|
)
|
|
(1,431,705
|
)
|
|
Dividends and accretion of discount on preferred stock
|
58,088
|
|
|
57,510
|
|
|
56,966
|
|
|
Net loss attributable to common shareholders
|
$
|
(118,712
|
)
|
|
(848,188
|
)
|
|
(1,488,671
|
)
|
|
|
|
|
|
|
Condensed Statements of Cash Flows
|
|
||||||||
|
Years Ended December 31,
|
||||||||
(in thousands)
|
2011
|
|
2010
|
|
2009
|
||||
Operating Activities
|
|
|
|
|
|
||||
Net loss attributable to controlling interest
|
$
|
(60,624
|
)
|
|
(790,678
|
)
|
|
(1,431,705
|
)
|
Adjustments to reconcile net loss to net cash
provided by operating activities:
|
|
|
|
|
|
||||
Equity in undistributed loss of subsidiaries
|
55,311
|
|
|
960,647
|
|
|
1,294,497
|
|
|
Deferred income tax (benefit) expense
|
—
|
|
|
(288,430
|
)
|
|
286,404
|
|
|
Depreciation, amortization, and accretion, net
|
—
|
|
|
(14
|
)
|
|
(68
|
)
|
|
Share-based compensation
|
—
|
|
|
7,158
|
|
|
8,361
|
|
|
Net (decrease) increase in other liabilities
|
(23,162
|
)
|
|
(308,126
|
)
|
|
439,398
|
|
|
Gain on sale of Visa shares
|
—
|
|
|
—
|
|
|
(51,900
|
)
|
|
Net (increase) decrease in other assets
|
(4,780
|
)
|
|
412,290
|
|
|
(497,644
|
)
|
|
Other, net
|
(6,912
|
)
|
|
(61,920
|
)
|
|
83,371
|
|
|
Net cash (used in) provided by operating activities
|
(40,167
|
)
|
|
(69,073
|
)
|
|
130,714
|
|
|
Investing Activities
|
|
|
|
|
|
||||
Net investment from (in) subsidiaries
|
10,000
|
|
|
(894,813
|
)
|
|
(632,459
|
)
|
|
Purchases of investment securities available for sale
|
(18,313
|
)
|
|
—
|
|
|
(24,974
|
)
|
|
Purchases of premises and equipment
|
—
|
|
|
—
|
|
|
(14,835
|
)
|
|
Proceeds from sale of investment securities available for sale
|
49,551
|
|
|
—
|
|
|
—
|
|
|
Proceeds from sale of private equity investments
|
—
|
|
|
—
|
|
|
65,786
|
|
|
Proceeds from sale of Visa shares
|
—
|
|
|
—
|
|
|
51,900
|
|
|
Net (increase) decrease in short-term notes receivable from
non-bank subsidiaries
|
107,944
|
|
|
(204,225
|
)
|
|
40,615
|
|
|
Net cash provided by (used in) investing activities
|
149,182
|
|
|
(1,099,038
|
)
|
|
(513,967
|
)
|
|
Financing Activities
|
|
|
|
|
|
||||
Dividends paid to common and preferred shareholders
|
(79,813
|
)
|
|
(73,896
|
)
|
|
(73,568
|
)
|
|
Principal repayments on long-term debt
|
(21,701
|
)
|
|
(10,425
|
)
|
|
(29,685
|
)
|
|
Purchase of treasury shares
|
—
|
|
|
(21
|
)
|
|
(38
|
)
|
|
Proceeds from issuance of long-term debt
|
—
|
|
|
70,355
|
|
|
—
|
|
|
Proceeds from issuance of prepaid common stock purchase
contracts
|
—
|
|
|
265,503
|
|
|
—
|
|
|
Proceeds from issuance of common stock
|
—
|
|
|
769,176
|
|
|
571,226
|
|
|
Net cash (used in) provided by financing activities
|
(101,514
|
)
|
|
1,020,692
|
|
|
467,935
|
|
|
Increase (decrease) in cash and funds due from banks
|
7,501
|
|
|
(147,419
|
)
|
|
84,682
|
|
|
Cash and funds due from banks at beginning of year
|
304,001
|
|
|
451,420
|
|
|
366,738
|
|
|
Cash and funds due from banks at end of year
|
$
|
311,502
|
|
|
304,001
|
|
|
451,420
|
|
|
|
|
|
|
|
(in thousands, except per share data)
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
|||||
2011
|
|
|
|
|
|
|
|
|||||
Interest income
|
$
|
273,303
|
|
|
281,970
|
|
|
288,052
|
|
|
298,432
|
|
Net interest income
|
227,156
|
|
|
228,603
|
|
|
230,961
|
|
|
237,434
|
|
|
Provision for loan losses
|
54,565
|
|
|
102,325
|
|
|
120,159
|
|
|
141,746
|
|
|
Income (loss) from continuing operations before income taxes
|
26,979
|
|
|
37,118
|
|
|
(43,764
|
)
|
|
(79,864
|
)
|
|
Net income (loss)
(1)
|
27,357
|
|
|
30,208
|
|
|
(39,000
|
)
|
|
(79,408
|
)
|
|
Net income (loss) attributable to common shareholders
(1)
|
$
|
12,779
|
|
|
15,667
|
|
|
(53,504
|
)
|
|
(93,654
|
)
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to common shareholders
|
$
|
0.02
|
|
|
0.02
|
|
|
(0.07
|
)
|
|
(0.12
|
)
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common shareholders
|
$
|
0.01
|
|
|
0.02
|
|
|
(0.07
|
)
|
|
(0.12
|
)
|
|
|
|
|
|
|
|
|
|||||
2010
|
|
|
|
|
|
|
|
|||||
Interest income
|
$
|
313,557
|
|
|
326,490
|
|
|
337,739
|
|
|
342,795
|
|
Net interest income
|
241,967
|
|
|
245,460
|
|
|
250,039
|
|
|
248,867
|
|
|
Provision for loan losses
|
252,401
|
|
|
239,021
|
|
|
298,904
|
|
|
340,948
|
|
|
Loss from continuing operations before income taxes
|
(159,550
|
)
|
|
(180,806
|
)
|
|
(233,633
|
)
|
|
(275,180
|
)
|
|
Net loss
(1)
|
(165,434
|
)
|
|
(181,166
|
)
|
|
(228,575
|
)
|
|
(215,682
|
)
|
|
Net loss attributable to common shareholders
(1)
|
$
|
(179,998
|
)
|
|
(195,838
|
)
|
|
(242,554
|
)
|
|
(229,798
|
)
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|||||
Net loss from continuing operations attributable to common
shareholders
|
$
|
(0.23
|
)
|
|
(0.25
|
)
|
|
(0.36
|
)
|
|
(0.56
|
)
|
Net loss attributable to common shareholders
|
$
|
(0.23
|
)
|
|
(0.25
|
)
|
|
(0.36
|
)
|
|
(0.47
|
)
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|||||
Net loss from continuing operations attributable to common
shareholders
|
$
|
(0.23
|
)
|
|
(0.25
|
)
|
|
(0.36
|
)
|
|
(0.56
|
)
|
Net loss attributable to common shareholders
|
$
|
(0.23
|
)
|
|
(0.25
|
)
|
|
(0.36
|
)
|
|
(0.47
|
)
|
|
|
|
|
|
|
|
|
•
|
“PROPOSALS TO BE VOTED ON” - “PROPOSAL 1: ELECTION OF 15 DIRECTORS”;
|
•
|
“EXECUTIVE OFFICERS”;
|
•
|
“SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE”; and
|
•
|
“CORPORATE GOVERNANCE AND BOARD MATTERS” - “Consideration of Director Candidates - Shareholder Candidates” and “Committees of the Board” - “Audit Committee.”
|
•
|
“DIRECTOR COMPENSATION”;
|
•
|
“EXECUTIVE COMPENSATION” - “Compensation Discussion and Analysis”; “Compensation Committee Report”; “Summary Compensation Table” and the compensation tables and related information which follow the Summary Compensation Table; and
|
•
|
“CORPORATE GOVERNANCE AND BOARD MATTERS” - “Committees of the Board” - “Compensation Committee Interlocks and Insider Participation.”
|
•
|
“STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS”; and
|
•
|
“PRINCIPAL SHAREHOLDERS.”
|
•
|
“AUDIT COMMITTEE REPORT” - “KPMG LLP Fees and Services” (excluding the information under the main caption “AUDIT COMMITTEE REPORT”); and
|
•
|
“AUDIT COMMITTEE REPORT” - “Policy on Audit Committee Pre-Approval.”
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
||
3.1
|
|
|
Amended and Restated Articles of Incorporation of Synovus, as amended, incorporated by reference to Exhibit 3.1 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, as filed with the SEC on August 9, 2010.
|
|
|
||
3.2
|
|
|
Bylaws, as amended, of Synovus, incorporated by reference to Exhibit 3.1 of Synovus' Current Report on Form 8-K dated November 8, 2010, as filed with the SEC on November 9, 2010.
|
|
|
||
4.1
|
|
|
Specimen stock certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A, incorporated by reference to Exhibit 4.2 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.
|
|
|
||
4.2
|
|
|
Warrant for purchase of up to 15,510,737 shares of Synovus common stock, incorporated by reference to Exhibit 4.1 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.
|
|
|
||
4.3
|
|
|
Shareholder Rights Plan, dated as of April 26, 2010, between Synovus Financial Corp. and Mellon Investor Services LLC, as Rights Agent, which includes the Form of Articles of Amendment to the Articles of Incorporation of Synovus Financial Corp. (Series B Participating Cumulative Preferred Stock) as Exhibit A, the Summary of Terms of the Rights Agreement as Exhibit B and the Form of Right Certificate as Exhibit C, incorporated by reference to Exhibit 4.1 of Synovus’ Current Report on Form 8-K dated April 26, 2010, as filed with the SEC on April 26, 2010.
|
|
|
||
4.4
|
|
|
Amendment No. 1 dated as of September 6, 2011 to Shareholder Rights Plan between Synovus Financial Corp. and American Stock Transfer & Trust Company, LLC, incorporated by reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated September 6, 2011, as filed with the SEC on September 6, 2011.
|
|
|
|
|
4.5
|
|
|
Indenture, dated as of February 18, 2003, between Synovus Financial Corp. and The Bank of New York Trust Company of Florida, N.A., as trustee, incorporated by reference to Exhibit 4.1 of Synovus' Registration Statement on Form S-4 (No. 333-104625) filed with the SEC on April 18, 2003.
|
|
|
|
|
4.6
|
|
|
Indenture, dated as of June 20, 2005, between Synovus Financial Corp. and The Bank of New York Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 of Synovus' Registration Statement on Form S-4 (No. 333-126767) filed with the SEC on July 21, 2005.
|
Exhibit
Number
|
|
Description
|
|
|
|
||
4.7
|
|
|
Junior Subordinated Debt Indenture dated May 4, 2010, between Synovus Financial Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated May 4, 2010, as filed with the SEC on May 4, 2010.
|
|
|
||
4.8
|
|
|
Purchase Contract Agreement dated May 4, 2010 among Synovus Financial Corp., The Bank of New York Mellon Trust Company, N.A., as purchase contract agent, and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.3 of Synovus’ Current Report on Form 8-K dated May 4, 2010, as filed with the SEC on May 4, 2010.
|
|
|
||
4.9
|
|
|
Purchase Contract Agreement dated May 4, 2010 among Synovus Financial Corp., The Bank of New York Mellon Trust Company, N.A., as purchase contract agent, and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.3 of Synovus' Current Report on Form 8-K dated May 4, 2010, as filed with the SEC on May 4, 2010.
|
|
|
|
|
4.10
|
|
|
Senior Notes Indenture, dated as of February 13, 2012, among Synovus Financial Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated February 8, 2012 as filed with the SEC on February 13, 2012.
|
|
|
|
|
10.1
|
|
|
Letter Agreement (including Securities Purchase Agreement – Standard Terms incorporated by reference therein) dated December 19, 2008, between Synovus and the United States Department of the Treasury, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.
|
|
|
||
10.2
|
|
|
Indemnification and Insurance Matters Agreement by and among Synovus and Total System Services, Inc., dated as of November 30, 2007, incorporated by reference to Exhibit 10.3 of Synovus’ Current Report on Form 8-K dated November 30, 2007, as filed with the SEC on November 30, 2007.
|
|
|
||
10.3
|
|
|
Tax Sharing Agreement by and among Synovus, Columbus Bank and Trust Company and Total System Services, Inc., dated as of November 30, 2007, incorporated by reference to Exhibit 10.5 of Synovus’ Current Report on Form 8-K dated November 30, 2007, as filed with the SEC on November 30, 2007.
|
|
|
||
10.4
|
|
|
Synovus Financial Corp. 2011 Director Stock Purchase Plan, incorporated by reference to Exhibit 99.1 of Synovus' Current Report on Form 8-K dated April 27, 2011, as filed with the SEC on May 3, 2011.*
|
|
|
||
10.5
|
|
|
Amendment No. 1 dated September 6, 2011 to Synovus Financial Corp. 2011 Director Stock Purchase Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated September 6, 2011, as filed with the SEC on September 6, 2011.*
|
|
|
||
10.6
|
|
|
Synovus Financial Corp. 2011 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.1 of Synovus' Registration Statement on Form S-8 (Registration No. 333-174265), as filed with the SEC on May 17, 2011.*
|
|
|
||
10.7
|
|
|
Synovus Financial Corp. 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.4 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 21, 2002.*
|
|
|
||
10.8
|
|
|
Amended and Restated Synovus Financial Corp. Directors' Deferred Compensation Plan, incorporated by reference to Exhibit 10.2 of Synovus' Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, as filed with the SEC on August 8, 2008.*
|
Exhibit
Number
|
|
Description
|
|
|
|
||
10.9
|
|
|
Synovus Financial Corp. Executive Salary Contribution Death Benefit Plan, incorporated by reference to Exhibit 10.1 of Synovus' Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as filed with the SEC on August 10, 2009.
|
|
|
||
10.10
|
|
|
Agreement in Connection with Personal Use of Company Aircraft, incorporated by reference to Exhibit 10.7 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as filed with the SEC on March 7, 2006.*
|
|
|
||
10.11
|
|
|
Life Insurance Trusts, incorporated by reference to Exhibit 10.12 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the SEC on March 29, 1993.*
|
|
|
||
10.12
|
|
|
1993 Split Dollar Insurance Agreement of Synovus, incorporated by reference to Exhibit 10.14 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1993, as filed with the SEC on March 28, 1994.*
|
|
|
||
10.13
|
|
|
1995 Split Dollar Insurance Agreement of Synovus, incorporated by reference to Exhibit 10.15 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as filed with the SEC on March 24, 1995.*
|
|
|
||
10.14
|
|
|
Second Amended and Restated Synovus Financial Corp. Deferred Compensation Plan, incorporated by reference to Exhibit 10.3 of Synovus' Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, as filed with the SEC on August 8, 2008.*
|
|
|
||
10.15
|
|
|
Synovus Financial Corp. Executive Cash Bonus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on 8-K dated April 27, 2006, as filed with the SEC on April 27, 2006.*
|
|
|
||
10.16
|
|
|
Form of Change of Control Agreement for executive officers, incorporated by reference to Exhibit 10.1 of Synovus' Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, as filed with the SEC on August 8, 2008.*
|
|
|
||
10.17
|
|
|
Riverside Bank Amended and Restated Salary Continuation Agreement adopted as of June 1, 2005 by and between Riverside Bank and Kessel D. Stelling.*
|
|
|
||
10.18
|
|
|
Form of Stock Option Agreement for the: (i) Synovus Financial Corp. 1994 Long-Term Incentive Plan and (ii) Synovus Financial Corp. 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of Synovus' Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, as filed with the SEC on November 9, 2004.*
|
|
|
||
10.19
|
|
|
Form of Restricted Stock Award Agreement for the Synovus 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated January 19, 2005, as filed with the SEC on January 25, 2005.*
|
Exhibit
Number
|
|
Description
|
|
|
|
||
10.20
|
|
|
Form of Performance-Based Restricted Stock Award Agreement for the Synovus 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated January 19, 2005, as filed with the SEC on January 25, 2005.*
|
|
|
||
10.21
|
|
|
Form of Non-Employee Director Restricted Stock Award Agreement for the Synovus 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated February 1, 2005, as filed with the SEC on February 3, 2005.*
|
|
|
||
10.22
|
|
|
Form of Stock Option Agreement for the Synovus Financial Corp. 2002 Long-Term Incentive Plan for grants made subsequent to January 18, 2006, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated January 18, 2006, as filed with the SEC on January 18, 2006.*
|
|
|
||
10.23
|
|
|
Form of Restricted Stock Award Agreement for the Synovus Financial Corp. 2002 Long-Term Incentive Plan for grants made subsequent to January 18, 2006, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated January 18, 2006, as filed with the SEC on January 18, 2006.*
|
|
|
||
10.24
|
|
|
Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated April 25, 2007, as filed with the SEC on April 25, 2007.*
|
|
|
||
10.25
|
|
|
Form of Restricted Stock Award Agreement for restricted stock awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated April 25, 2007, as filed with the SEC on April 25, 2007.*
|
|
|
||
10.26
|
|
|
Form of Performance-Based Restricted Stock Award Agreement for performance-based restricted stock awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.3 of Synovus' Current Report on Form 8-K dated April 25, 2007, as filed with the SEC on April 25, 2007.*
|
|
|
||
10.27
|
|
|
Form of Revised Stock Option Agreement for stock option awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated January 29, 2008, as filed with the SEC on January 29, 2008.*
|
|
|
||
10.28
|
|
|
Form of Revised Restricted Stock Unit Agreement for restricted stock unit awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.33 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as filed with the SEC on February 29, 2008.*
|
|
|
||
10.29
|
|
|
Form of Retention Stock Option Agreement for retention stock option awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated January 29, 2008, as filed with the SEC on January 29, 2008.*
|
10.30
|
|
|
Form of TARP Restricted Stock Unit Award Agreement for awards to executive officers and the top 20 most highly-compensated employees under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated January 28, 2010, as filed with the SEC on January 29, 2010.*
|
|
|
||
10.31
|
|
|
Form of Restricted Stock Option Agreement for 2010 stock option awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated January 29, 2010, as filed with the SEC on January 29, 2010.*
|
|
|
10.32
|
|
|
Form of Indemnification Agreement for directors and executive officers of Synovus, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated July 26, 2007, as filed with the SEC on July 26, 2007.*
|
|
|
||
10.33
|
|
|
Summary of Annual Base Salaries of Synovus' Named Executive Officers.*
|
|
|
||
10.34
|
|
|
Summary of Board of Directors Compensation.
|
|
|
||
10.35
|
|
|
Form of Waiver executed by Senior Executive Officers, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.*
|
|
|
||
10.36
|
|
|
Form of Letter Agreement executed by Senior Executive Officers, incorporated by reference to Exhibit 10.3 of Synovus' Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.*
|
|
|
|
|
10.37
|
|
|
First Amendment to the Bank of North Georgia Amended and Restated Salary Continuation Agreement,dated September 10, 2007, effective as of January 1, 2005, by and between Bank of North Georgia, as successor in interest to Riverside Bank, and Kessel D. Stelling, Jr.*
|
|
|
|
|
10.38
|
|
|
Riverside Bank Split Dollar Agreement dated December 23, 1999, by and between Riverside Bank and Kessel D. Stelling, Jr.*
|
|
|
|
|
12.1
|
|
|
Ratio of Earnings to Fixed Charges.
|
|
|
||
14
|
|
|
Code of Business Conduct and Ethics, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated July 22, 2010, as filed with the SEC on July 26, 2010.
|
|
|
||
21.1
|
|
|
Subsidiaries of Synovus Financial Corp.
|
|
|
||
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
||
24.1
|
|
|
Powers of Attorney contained on the signature pages of this 2011 Annual Report on Form 10-K and incorporated herein by reference.
|
|
|
||
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
||
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
||
32
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
||
99.1
|
|
|
Certification of Principal Executive Officer pursuant to Section 30.15 of the U.S. Treasury’s Interim Final Rule on TARP Standards for Compensation and Corporate Governance.
|
|
|
||
99.2
|
|
|
Certification of Principal Financial Officer pursuant to Section 30.15 of the U.S. Treasury’s Interim Final Rule on TARP Standards for Compensation and Corporate Governance.
|
|
|
|
|
101
|
|
|
Interactive Data File
|
|
|
|
*
|
Indicates management contracts and compensatory plans and arrangements.
|
|
SYNOVUS FINANCIAL CORP.
|
||
|
|
|
|
February 29, 2012
|
By:
|
|
/s/ Kessel D. Stelling
|
|
|
|
Kessel D. Stelling
|
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
|
|
President and Chief Executive Officer
|
|
February 29, 2012
|
/s/ Kessel D. Stelling
|
|
Director and Chairman of the Board
|
|
|
Kessel D. Stelling
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ Thomas J. Prescott
|
|
Executive Vice President and Chief Financial Officer
|
|
February 29, 2012
|
Thomas J. Prescott
|
|
(Principal Financial Officer)
|
|
|
|
|
|
||
/s/ Liliana C. McDaniel
|
|
Chief Accounting Officer
|
|
February 29, 2012
|
Liliana C. McDaniel
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
||
/s/ Catherine A. Allen
|
|
Director
|
|
February 29, 2012
|
Catherine A. Allen
|
|
|
|
|
|
|
|
||
/s/ Richard E. Anthony
|
|
Director
|
|
February 29, 2012
|
Richard E. Anthony
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ James H. Blanchard
|
|
Director
|
|
February 29, 2012
|
James H. Blanchard
|
|
|
|
|
|
|
|
||
/s/ Richard Y. Bradley
|
|
Director
|
|
February 29, 2012
|
Richard Y. Bradley
|
|
|
|
|
|
|
|
||
/s/ Frank W. Brumley
|
|
Director
|
|
February 29, 2012
|
Frank W. Brumley
|
|
|
|
|
|
|
|
||
/s/ Elizabeth W. Camp
|
|
Director
|
|
February 29, 2012
|
Elizabeth W. Camp
|
|
|
|
|
|
|
|
||
|
|
|
||
/s/ T. Michael Goodrich
|
|
Director
|
|
February 29, 2012
|
T. Michael Goodrich
|
|
|
|
|
|
|
|
||
/s/ V. Nathaniel Hansford
|
|
Director
|
|
February 29, 2012
|
V. Nathaniel Hansford
|
|
|
|
|
|
|
|
|
|
/s/ Mason H. Lampton
|
|
Director
|
|
February 29, 2012
|
Mason H. Lampton
|
|
|
|
|
|
|
|
||
|
|
|
||
/s/ H. Lynn Page
|
|
Director
|
|
February 29, 2012
|
H. Lynn Page
|
|
|
|
|
|
|
|
|
|
/s/ Joseph J. Prochaska, Jr.
|
|
Director
|
|
February 29, 2012
|
Joseph J. Prochaska, Jr.
|
|
|
|
|
|
|
|
||
/s/ J. Neal Purcell
|
|
Director
|
|
February 29, 2012
|
J. Neal Purcell
|
|
|
|
|
|
|
|
||
/s/ Melvin T. Stith
|
|
Director
|
|
February 29, 2012
|
Melvin T. Stith
|
|
|
|
|
|
|
|
||
/s/ Philip W. Tomlinson
|
|
Director
|
|
February 29, 2012
|
Philip W. Tomlinson
|
|
|
|
|
|
|
|
||
|
|
|
||
/s/ James D. Yancey
|
|
Director
|
|
February 29, 2012
|
James D. Yancey
|
|
|
|
|
1.1
|
“
Accrual Balance
” means the liability accrued by the Company, under Generally Accepted Accounting Principles (“GAAP”), for the Company's obligation to the Executive under this Agreement, by applying APB 12 as amended by FAS 106 and the Discount Rate. The Accrual Balance shall be reported by the Company to the Executive On an annual basis. The Accrual Balance on the Effective Date and as reflected on Schedule A attached hereto is
One Hundred Twenty Two Thousand Eight Hundred Twenty Nine Dollars and no/100's ($122,829.00).
|
1.2
|
“
Beneficiary
” means each designated person, or the estate of the deceased Executive, entitled to benefits, if any, upon the death of lid Executive determined pursuant to Article 4.
|
1.3
|
“
Beneficiary Designation Form
” means the form established from time to time by the Plan Administrator that the Executive completes signs and returns to the Plan Administrator to designate one or more Beneficiaries.
|
1.4
|
“
Change of Control
” means the approval by the stockholders of either the Company or Riverside Bancshares, Inc. of a reorganization, merger or consolidation, with respect to which persons who were the stockholders of the Company or Riverside Bancshares, Inc.,
|
1.5
|
“
Code
” means the Internal Revenue Code of 1986, as amended, and, to the extent applicable, all regulations and rulings promulgated thereunder.
|
1.6
|
Disability
” means the Executive's suffering a sickness, accident or injury which has been determined by the insurance carrier of any individual or group disability insurance policy covering the Executive, or by the Social Security Administration, to be a disability rendering the Executive totally and permanently disabled. The Executive must submit to the Plan Administrator proof of the insurance carrier's or Social Security Administration's determination upon the request of the Plan Administrator.
|
1.7
|
“
Discount Rate
” means the rate used by the Plan Administrator for determining the Accrual Balance. The initial Discount Rate is 7.5% percent per year. However, the Plan Administrator, in its sole discretion, may adjust the Discount Rate to maintain the rate within reasonable standards according to GAAP.
|
1.8
|
“
Early Termination”
means the Termination of Employment before Normal Retirement Age for reasons other than a Termination of Employment (a) due to death or Disability, (b) for Cause or (c) following a Change of Control provided such Termination of Employment following the Change of Control is for a reason or at a time described in Section 2.4.
|
1.9
|
“
Early Termination Date”
means the month, day and year in which Early Termination
|
|
occurs.
|
1.10
|
“
Effective Date”
means January 1, 2003.
|
1.11
|
“
Good Reason
” means any of the following actions taken by the Company without the written consent of the Executive:
|
a)
|
a material modification to the Executive's job title or position of responsibility,
|
b)
|
a material modification of the scope of the Executive's responsibilities,
|
c)
|
a requirement that the Executive relocate the Executive's principal job location from the site determined as of the effective date of a Change of Control to a location more than 20 miles from that site, or
|
d)
|
a reduction in the Executive's base salary or level of bonus opportunity.
|
1.13
|
“
Normal Retirement Date
” means the later of the Normal Retirement Age or Termination of Employment.
|
1.14
|
“
Plan Administrator
” means the plan administrator described in Article 8.
|
1.15
|
“
Plan Year
” means each twelve-month period commencing on the Effective Date.
|
1.16
|
“
Termination for Cause
” has that meaning set forth in Article 5.
|
1.17
|
“
Termination of Employment”
means that the Executive experiences a separation from service with the Company and its affiliates as contemplated under Section 409A(a)(2)(A)(i) of the Code.
|
1.18
|
“
Vesting Percentage
” means 100%.
|
2.1
|
Normal Retirement Benefit.
Upon Termination of Employment on or after the Normal Retirement Age for reasons other than death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Article.
|
2.2
|
Early Termination Benefit
. Upon Early Termination, the Company shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article,
|
2.3
|
Disability Benefit
. Upon Termination of Employment due to Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Article.
|
2.3.1
|
Amount of Benefit
. The annual benefit under this Section 2.3 is the Disability Benefit set forth on Schedule A attached hereto for the Plan Year ending immediately prior to the date that Termination of Employment occurs. (The Disability Benefit displayed on Schedule A is determined by vesting the Executive in one hundred percent (100%) of
.
the Accrual
.
Balance increased by adding interest at the -Discount Rate, compounded monthly, to the Accrual Balance from the date that the Termination of Employment occurs to payment of the Disability Benefit under Section 2.3.2.) .
|
2.3.2
|
Payment of Benefit
. The Company shall pay the benefit to the Executive in a lump sum within ninety (90) days following the Executive's attainment of Normal Retirement Age.
|
2.4
|
Change of Control Benefit
. If, subsequent to a Change of Control, the Executive experiences a Termination of Employment (other than due to death or Disability) either within twelve (12) months thereafter due to (i) action by the Company, other than pursuant to Section 5.1 below, or (ii) a resignation by the Executive for Good Reason; or at any time on or after, but not before, the first anniversary of the Change of Control, regardless of the circumstances (other than for Cause), then the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.
|
2.4.1
|
Amount of Benefit
. The annual retirement benefit under this Section 2.4 is the Change of Control Benefit set forth on Schedule A attached hereto for the Plan Year during which the Termination of Employment occurs. (The Change of Control Benefit displayed on Schedule A is determined by vesting the Executive in one hundred percent (100%) of the Normal Retirement Benefit amount described in Section 2.1.1 determined as of the date on which the Termination of Employment occurs.
|
2.4.2
|
Payment of Benefit
. The Company shall pay the benefit to the Executive in fifteen (15) annual installments commencing with the first of the month following the Executive's attainment of Normal Retirement Age.
|
2.5
|
Limitation on Timing of Benefit Payments
. Notwithstanding any other provision of this Article 2, if the Executive is a Specified Employee at the time of any Termination of Employment pursuant to which benefits become payable in accordance with this Article 2, all benefit payments otherwise due and payable shall be suspended for a period of six (6) months following the Termination of Employment and the amounts so suspended will be paid in a lump sum as soon as practicable following the six-month anniversary of the Termination of Employment. For purposes of this Section 2.5, a “Specified Employee” is a person described in Section 409A(a)(2)(B)(i) of the Code.
|
3.1
|
Death During Active Service
. If the Executive dies while prior to a Termination of Employment, the Company shall pay to the Beneficiary the benefit described in this Section 3.1. This benefit shall be paid in lieu of any benefits under Article 2.
|
3.1.1
|
Amount of Benefit
. The benefit under this Section 3.1 is the Accrual Balance set forth on Schedule A attached hereto for the Plan Year in which the Executive's death occurs.
|
3.1.2
|
Payment of Benefit
. The Company shall pay the benefit to the Beneficiary in a lump sum within sixty (60) days following the Executive's death.
|
3.2
|
Death During Payment of a Benefit
. If the Executive dies after any benefit payments have commenced under Article 2 of this. Agreement but before receiving all such payments, the Company shall pay the then present value of the remaining benefits, calculated using the Discount Rate, compounded monthly, to the Beneficiary in a lump sum within sixty (60) days following the Executive' S death.
|
3.3
|
Death After Termination of Employment But Before Payment of a Benefit Commences
. If the Executive is entitled to any benefit payments under Article 2 of this Agreement; but dies prior to the commencement of said benefit payments (but after a Termination of Employment), the Company shall pay the then present value of the unpaid benefits, calculated using the Discount Rate, compounded monthly, and assuming benefit payments at the dates they would have been paid had the Executive lived to receive them, to the Beneficiary in a lump sum within sixty (60) days following the Executive's death.
|
4.1
|
Beneficiary Designation
. The Executive shall have the right, at any time, to designate a Beneficiary(ies) to receive any benefits payable under this Agreement upon the death of the Executive. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designation under any other benefit plan of the Company in which the Executive participates.
|
4.2
|
Beneficiary Designation: Change
. The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form, and delivering it to the Plan Administrator or its designated agent. The Executive's Beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator's rules and procedures, as in effect from time to time. Upon the acceptance by the Plan Administrator of a
new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator prior to the Executive's death.
|
4.3
|
Acknowledgment
. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Plan Administrator or its designated agent.
|
4.4
|
No Beneficiary Designation
. If the Executive dies without a valid beneficiary designation, or if all designated Beneficiaries predecease the Executive, then the Executive's spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, the benefits shall be made to the personal representative of the Executive's estate.
|
4.5
|
Facility of Payment
. If the Plan Administrator determines in its discretion that a benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of that person's property, the Plan Administrator may direct payment of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit
shall
be a
payment for the account of the Executive and the Executive's Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such payment amount.
|
5.1
|
Termination for Cause
If the Company terminates the Executive's service for cause or good reason as contemplated by the terms of any employment agreement in effect between the Executive and the Company or, if no such employment agreement is then in effect, if the Company terminates the Executive's services for:
|
5.1.1
|
conduct by the Executive that amounts to gross and willful insubordination or gross and willful inattention to his duties and responsibilities;
|
5.1.2
|
commission by the Executive of a felony or of a gross misdemeanor involving moral turpitude;
|
5.1.3
|
fraud, dishonesty or willful misconduct by the Executive that results in material financial harm to the Company or Riverside Bancshares, Inc.; or
|
5.1.4
|
conduct by the Executive that results in removal from his position within the Company pursuant to a written order by any regulatory agency with authority or jurisdiction over the Company or Riverside Bancshares, Inc.
|
5.2
|
Excess Parachute Payment
. Notwithstanding any provision of this Agreement to the contrary, to the extent any benefit would create an excise tax under the excess parachute rules of Section 280G of the Code, the Company shall reduce the benefit paid under this Agreement to the maximum benefit that would not result in any such excise tax.
|
6.1.1
|
Notice of Denial
. If the Executive or a Beneficiary is denied a claim for benefits under the Agreement, the Plan Administrator shall provide to the claimant written notice of the denial within ninety (90) days (forty-five (45) days with respect to a denial of any claim for benefits due to the Executive's Disability) after the Plan Administrator receives the claim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall the extension exceed a period of ninety (90) days (thirty (30) days with respect to a claim for benefits due to the Executives Disability) from the end of such initial period. With respect to a claim for benefits due to the Executive's Disability, an additional extension of up to thirty (30) days beyond the initial 30-day extension period may be required for processing the claim. In such event, written notice of the extension shall be furnished to the claimant within the initial 30-day extension period. Any extension notice shall indicate the special circumstances requiring the extension of time, the date by which the Plan Administrator expects to render the final decision, the standards on which entitlement to benefits are based, the unresolved issues that prevent a decision on the claim and the additional information needed to resolve those issues.
|
6.1.2
|
Contents of Notice of Denial
. If the Executive or Beneficiary is denied a claim for benefits under the Agreement, the Plan Administrator shall provide to such claimant written notice of the denial which shall set forth:
|
(a)
|
the specific reasons for the denial;
|
(b)
|
specific references to the pertinent provisions of the Agreement on which the denial is based;
|
(c)
|
a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;
|
(d)
|
an explanation of the Agreement's claim review procedures, and the time limits applicable to such procedures, including a statement of the claimant's right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review;
|
(e)
|
in the case of a claim for benefits due to the Executive's Disability, if an internal rule, guideline, protocol or other similar criterion is relied upon in making the adverse determination, either the specific rule, guideline,
protocol or other similar criterion; or a statement that such rule, guideline, protocol or other similar criterion was relied upon in making the decision and that a copy of such rule, guideline, protocol or other similar criterion will be provided free of charge upon request; and
|
(f)
|
in the case of a claim for benefits due to the Executive's Disability, if a denial of the claim is based on a medical necessity or experimental treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment for the denial, an explanation applying the terms of the Agreement to the claimant's medical circumstances or a
statement that such explanation will be provided free of charge upon request.
|
6.1.3
|
Right to Review
. After receiving written notice of the denial of a claim, a claimant or his representative shall be entitled to:
|
(a)
|
request a full and fair review of the denial of the claim by written application to the Plan Administrator (or Appeals Fiduciary in the case of a claim for benefits payable due to the Executive's Disability);
|
(b)
|
request, free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim;
|
(c)
|
submit written comments, documents, records, and other information relating to the denied claim to the Plan Administrator or Appeals Fiduciary, as applicable; and
|
(d)
|
a review that takes into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
|
(a)
|
If a claimant wishes a review of the decision denying his claim to benefits under the Agreement, other than a claim described in clause (b) of this Section 6.1.4, he must submit the written application to the Plan Administrator within sixty (60) days after receiving written notice of the denial.
|
(b)
|
If the claimant wishes a
review of the decision denying his claim to benefits under the Agreement due to, the Executive's Disability, he must submit the written application to the Appeals Fiduciary within one hundred eighty (180) days after receiving written notice of the denial. With respect to any such claim, in deciding an appeal of any denial based in whole or in part on a medical judgment (including determinations with regard to whether a particular treatment, drug, or other item is experimental, investigational, or not medically necessary or appropriate), the Appeals Fiduciary shall:
|
(i)
|
consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment; and
|
(ii)
|
identify the medical and vocational experts whose advice was obtained on behalf of the Agreement in connection with the denial without regard to whether the advice was relied upon in making the determination to deny the claim.
|
6.1.5
|
Hearing
. Upon receiving such written application for review, the Plan Administrator or Appeals Fiduciary, as applicable, may schedule a hearing for purposes of reviewing the claimant's claim, which hearing shall take place not more than thirty (30) days from the date on which the Plan Administrator or Appeals Fiduciary received such written application for review.
|
6.1.6
|
Notice of Hearing
. At least ten (10) days prior to the scheduled hearing, the claimant and his representative designated in writing by him, if any, shall receive written notice of the date, time, and place of such scheduled hearing. The claimant or his representative, if any, may request that the hearing be rescheduled, for his convenience, on another reasonable date or at another reasonable time or place.
|
6.1.7
|
Counsel
. All claimants requesting a review of the decision denying their claim for benefits may employ counsel for purposes of the hearing.
|
6.1.8
|
Decision on Review
. No later than sixty (60) days (forty-five (45) days with respect to a claim
for benefits
.
due to the Executive's Disability) following the receipt of the written application for review, the Plan Administrator or the Appeals Fiduciary, as applicable, shall submit its decision on the review in writing to the claimant involved and to his representative, if any, unless the Plan Administrator or Appeals Fiduciary determines that special circumstances (such as the need to hold a hearing) require an extension of time, to a day no later than one hundred twenty (120) days (ninety (90) days with respect to a claim for benefits due to the Executive's Disability) after the date of receipt of the written application for review. If the Plan Administrator or Appeals Fiduciary determines that the extension of time is required, the Plan Administrator or Appeals Fiduciary shall furnish to the claimant written notice of the extension before the expiration of the initial sixty (60) day (forty-five (45) days with respect to a claim for benefits due to the Executive's Disability) period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator or Appeals Fiduciary expects to render its decision on review. In the case of a decision adverse to the claimant, the Plan Administrator or Appeals Fiduciary shall provide to the claimant written notice of the denial which shall include:
|
(a)
|
the specific reasons for the decision;
|
(b)
|
specific references to the pertinent provisions of the Agreement on which the decision is based;
|
(c)
|
a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits;
|
(d)
|
an explanation of the Agreement's claim review procedures, and the time limits applicable to such procedures, including a statement of the claimant's right to bring an action under Section 502(a) of ERISA following the denial of the claim upon review;
|
(e)
|
in the case of a claim for benefits due to the Executive's Disability, if an internal rule, guideline, protocol or other similar criterion is relied upon in making the adverse determination, either the specific rule, guideline, protocol or other similar criterion; or a statement that such ride, guideline, protocol or other similar criterion was relied upon in making the decision and that a copy of such rule, guideline, protocol or other similar criterion Will be provided free of charge upon request;
|
(f)
|
in the case of a claim for benefits due to the Executive's Disability, if a denial of the claim is based on a medical necessity or experimental treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment for the denial, an explanation applying the terms of the Agreement to the claimant's medical circumstances or a statement that such explanation will be provided free of charge upon request; and
|
(g)
|
in the case of a claim for benefits due to the Executive's Disability, a statement regarding the availability of other voluntary alternative dispute resolution options.
|
8.6
|
Annual Statement
. The Plan Administrator shall provide to the Executive, within 120 days after the end of each Plan Year, a statement setting forth the benefits payable under this Agreement.
|
9.1
|
Binding Effect
. This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and transferees.
|
9.2
|
No Guarantee of Employment
. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.
|
9.3
|
Non-Transferability
. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any mariner.
|
9.4
|
Tax Withholding
. The Company shall withhold any taxes that, in its reasonable judgment, are required to be withheld from the benefits provided under this Agreement. To the extent withholding of tax obligations may be requited prior to benefit payments, such withholdings will reduce the benefit amounts payable to the Executive as set forth on Schedule A to this Agreement. The Executive acknowledges that the Company's sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authority(ies).
|
9.5
|
Applicable Law
. The Agreement and all rights hereunder shall be governed by the laws of the State of Georgia, except to the extent preempted by the laws of the United States of America.
|
9.6
|
Unfunded Arrangement
. The Executive and Beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive's life is a general asset of the Company to which the Executive and Beneficiary have no preferred or secured claim.
|
9.7
|
Reorganization.
The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be deemed to refer to the successor or survivor company.
|
9.8
|
Entire Agreement
. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. This Agreement supersedes in its entirety the Original Salary Continuation Agreement and, as a result, the Original Salary Continuation Agreement becomes null and void upon the execution of this Agreement by the parties. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.
|
9.9
|
Interpretation
. Wherever the fulfillment of the intent and purpose of this Agreement requires, and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.
|
9.10
|
Alternative Action
. In the event it shall become impossible for the Company or the Plan Administrator to perform any act required by this Agreement, the Company or Plan Administrator may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Company.
|
9.11
|
Headings
. Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.
|
9.12
|
Validity
. In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal and invalid provision has never been inserted herein.
|
9.13
|
Notice.
Any notice or filing required or permitted to be given to the Company or Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:
|
9.14
|
Withholding
. Executive is responsible for payment of all taxes applicable to benefits provided to Executive under this Agreement, including federal and state income tax; provided however, that the Company shall be responsible for all applicable tax withholdings, including employment (e.g., FICA) taxes due to be paid by the Company pursuant to Section 3121(v) of the Code (i.e., FICA taxes on the present value of payments hereunder which are no longer subject to vesting). Executive agrees that appropriate amounts for withholding may be deducted from the cash salary, bonus or other payments due to Executive by the Company to satisfy the employee-portion of such obligations. If insufficient cash wages are available or if Executive so desires, Executive may remit payment in cash for the withholding amounts.
|
|
|
|
||
Name
|
Title
|
Base Salary
|
||
Kessel D. Stelling
|
President and Chief Executive Officer
|
$
|
875,000
|
|
Thomas J. Prescott
|
EVP and Chief Financial Officer
|
397,000
|
|
|
Samuel F. Hatcher
|
EVP, General Counsel and Secretary
|
334,000
|
|
|
Roy Dallis Copeland, Jr.
|
EVP and Chief Banking Officer
|
323,000
|
|
|
Mark G. Holladay
|
EVP and Chief Risk Officer
|
323,000
|
|
|
|
|
|
|
|
Cash Compensation
|
|
|
|
|
|
|
|
|
|
|
|
Annual Board Retainer
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
Annual Board Committee Member Retainers:
|
|
|
|
|
|
Audit Committee
|
|
$
|
15,000
|
|
|
Compensation Committee
|
|
$
|
10,000
|
|
|
Corporate Governance and Nominating Committee
|
|
$
|
10,000
|
|
|
Risk Committee
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
Annual Committee Chair Retainers:*
|
|
|
|
|
|
Audit Committee
|
|
$
|
15,000
|
|
|
Compensation Committee
|
|
$
|
10,000
|
|
|
Corporate Governance and Nominating Committee
|
|
$
|
10,000
|
|
|
Risk Committee
|
|
$
|
10,000
|
|
|
Annual Lead Director Retainer
|
|
$
|
5,000
|
|
|
|
|
|
*
|
|
Note: The committee chair will receive both an annual committee member retainer and an annual committee chair retainer.
|
|
|
|
|
|
|
Equity Compensation
|
|
|
|
|
|
|
|
|
|
|
|
At the discretion of the Corporate Governance and Nominating Committee - no equity awards were made in 2009, 2010 or 2011.
|
|
|
|||
|
|
|
|
|
|
Director Stock Purchase Plan
|
|
|
|
|
|
|
|
|
|
|
|
Annual maximum company cash contribution per director participant to company-sponsored open market stock purchase plan, with company's contribution equal to 50% of director participant's cash contribution, subject to annual maximum contribution limit by director of $20,000
|
|
$
|
10,000
|
|
|
1.6
|
“
Disability
” means Executive: (1) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company. Medical
determination of Disability may be made by
either the Social Security Administration or by the provider of an accident or health plan covering employees of the Company. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of the Social Security Administration's or the provider's determination.
|
2.2.1
|
Amount of Benefit.
The annual benefit under this Section 2.2 is
the annual Early Retirement Benefit set forth on Schedule A, attached hereto, for the Plan Year ending immediately prior to the Early Termination Date.
|
2.2.2
|
Payment of Benefit
. The Company shall pay the annual Early Retirement Benefit to the Executive in fifteen (15) annual installments commencing on the first day of the month following Normal Retirement Age.
|
2.3
|
Disability Benefit.
If the Executive experiences a Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Article.
|
2.3.1
|
Amount of Benefit
. The benefit under this Section 2.3 is
the Disability Benefit set forth on Schedule A attached hereto for the Plan Year ending immediately prior to the date that Disability occurs. (The Disability Benefit displayed on Schedule A is determined
by vesting the Executive in 100% of the Accrual balance increased by adding interest at the Discount Rate, compounded monthly, to the Accrual Balance from the date that the Disability occurs until payment of the Disability Benefit under Section 2.3.2.)
|
2.6
|
Distributions Upon Income Inclusion Under Section 409A of the Code
. Upon the inclusion of any amount into the Executive's income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the Executive's vested Accrual Balance, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure.
|
2.7
|
Change in Form or Timing of Distributions.
All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:
|
(a)
|
may not accelerate the time or schedule of any distribution, except as provided in Section 409A of the Cede and the regulations thereunder;
|
(b)
|
must, for benefits distributable under Section 2.2, 2.3 and 2.4, be made at least twelve (12) months prior to the first scheduled distribution;
|
(c)
|
must, for
benefits distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made;
and
|
(d)
|
must take effect not less
than twelve (12) months after the election is made.
|
7.1
|
Amendments.
This Agreement may be amended only by a written agreement signed by the Company and the Executive. However, the Company may unilaterally amend this Agreement to conform with written directives to the Company from its auditors or banking regulators or to comply with legislative changes or tax law, including without limitation Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder.
|
7.2
|
Plan Termination Generally.
The Company may unilaterally terminate this Agreement at any time. Except
as
provided in Section 7.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, upon such termination benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3.
|
7.3
|
Plan Terminations Under Section 409A.
Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement in the following circumstances:
|
(a)
|
Within thirty (30) days before, or twelve (12) months after a change in
the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the. Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated
arrangements within twelve (12) months of the termination of the arrangements;
|
(b)
|
Upon the Company's dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to
a
substantial risk of forfeiture; or (iii) the fi
r
st calendar year in which the distribution is administratively practical; or
|
(c)
|
Upon the Company's termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (“Similar Arrangements”), provided that (i the termination and liquidation does not occur proximate to a downturn in the financial health of the Company, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Agreement;
|
9.10
|
Alternative Action.
In the event it shall become impossible for the Company or the Plan Administrator to perform any act required by the Agreement, the Company or Plan Administrator may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Company. Any alternative acts shall be restricted to actions which do not violate Section 409A of the Code.
|
9.15
|
Compliance with Section 409A.
This Agreement shall at all times be administered and the provisions
of this Agreement shall be interpreted consistent with the requirements of Section 409A of the Code and any and all regulations thereunder, including such regulations as may be promulgated after the Effective Date of this Agreement.
|
9.16
|
Rescission.
Any modification to the terms of this Agreement that would inadvertently result in an additional tax liability nit the part of the Executive, shall have no effect provided the change in the terms of the plan is rescinded by the earlier of a date before the right is exercised (if the change grants a discretionary right), and the last day of the calendar year during which such change occurred.
|
Executive:
|
Bank of North Georgia
|
/s/ Kessel D. Stelling, Jr._______________
|
/
s/ Donald D. Howard__________________
|
Kessel D. Stelling, Jr.
|
Title:
Chairman_______________________
|
|
Years Ended December 31,
|
|||||||||||||
(dollars in thousands)
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|||||
Ratio 1 – Including Interest on Deposits
|
|
|
|
|
|
|
|
|
|
|||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|||||
(Loss) income from continuing operations before income taxes
|
(59,532
|
)
|
|
(849,170
|
)
|
|
(1,605,908
|
)
|
|
(660,806
|
)
|
|
520,035
|
|
Fixed charges
|
226,987
|
|
|
342,674
|
|
|
506,873
|
|
|
787,227
|
|
|
1,095,972
|
|
Total
|
167,455
|
|
|
(506,496
|
)
|
|
(1,099,035
|
)
|
|
126,421
|
|
|
1,616,007
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|||||
Interest on deposits
|
173,885
|
|
|
288,327
|
|
|
456,247
|
|
|
667,453
|
|
|
912,472
|
|
Interest on short-term borrowings
|
1,063
|
|
|
1,921
|
|
|
3,841
|
|
|
38,577
|
|
|
92,970
|
|
Interest on long-term debt
|
42,654
|
|
|
44,000
|
|
|
38,791
|
|
|
73,657
|
|
|
84,014
|
|
Portion of rents representative of the interest factor (1/3) of expense
|
9,385
|
|
|
8,426
|
|
|
7,994
|
|
|
7,540
|
|
|
6,516
|
|
Total fixed charges
|
226,987
|
|
|
342,674
|
|
|
506,873
|
|
|
787,227
|
|
|
1,095,972
|
|
Ratio of earnings to fixed charges
|
0.74x
|
|
|
(1.48x)
|
|
|
(2.17x)
|
|
|
0.16x
|
|
|
1.47x
|
|
Ratio 1 – Excluding Interest on Deposits
|
|
|
|
|
|
|
|
|
|
|||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|||||
(Loss) income from continuing operations before income taxes
|
(59,532
|
)
|
|
(849,170
|
)
|
|
(1,605,908
|
)
|
|
(660,806
|
)
|
|
520,035
|
|
Fixed charges
|
53,102
|
|
|
54,347
|
|
|
50,626
|
|
|
119,774
|
|
|
183,500
|
|
Total
|
(6,430
|
)
|
|
(794,823
|
)
|
|
(1,555,282
|
)
|
|
(541,032
|
)
|
|
703,535
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|||||
Interest on short-term borrowings
|
1,063
|
|
|
1,921
|
|
|
3,841
|
|
|
38,577
|
|
|
92,970
|
|
Interest on long-term debt
|
42,654
|
|
|
44,000
|
|
|
38,791
|
|
|
73,657
|
|
|
84,014
|
|
Portion of rents representative of the interest factor (1/3) of expense
|
9,385
|
|
|
8,426
|
|
|
7,994
|
|
|
7,540
|
|
|
6,516
|
|
Total fixed charges
|
53,102
|
|
|
54,347
|
|
|
50,626
|
|
|
119,774
|
|
|
183,500
|
|
Ratio of earnings to fixed charges
|
(0.12x)
|
|
|
(14.62x)
|
|
|
(30.72x)
|
|
|
(4.52x)
|
|
|
3.83x
|
|
Ownership
Percentage
|
|
Name
|
|
Place of
Incorporation
|
|
100
|
%
|
|
Synovus Bank
|
|
Georgia
|
100
|
%
|
|
Synovus Trust Company, National Association
|
|
National
|
100
|
%
|
|
BOP Investment Company, Inc.
|
|
Delaware
|
100
|
%
|
|
BOP Mortgage Investment Corporation
|
|
Florida
|
100
|
%
|
|
Synovus Mortgage Corp.
|
|
Alabama
|
100
|
%
|
|
Synovus Title, LLC
|
|
Alabama
|
100
|
%
|
|
Synovus Title II, LLC
|
|
Georgia
|
100
|
%
|
|
Athena Service Corporation
|
|
Georgia
|
100
|
%
|
|
Dadeville Asset Management, LLC
|
|
Alabama
|
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
|
%
|
|
EO Holdings, LLC
|
|
Georgia
|
100
|
%
|
|
VOS Holdings, LLC
|
|
Georgia
|
100
|
%
|
|
Lake Property Holdings, LLC
|
|
Alabama
|
100
|
%
|
|
BOP Properties, Inc.
|
|
Florida
|
100
|
%
|
|
Synovus Lofts of Greenville, LLC
|
|
Georgia
|
99
|
%
|
|
Monaghan Mill, LLC
|
|
Georgia
|
49.99
|
%
|
|
Azalea Park Partners, LLP
|
|
Virginia
|
99.99
|
%
|
|
Synovus/CB&T Community Reinvestment Fund, LLC
|
|
Georgia
|
100
|
%
|
|
CB&T Special Limited Partner, L.L.C.
|
|
Georgia
|
20
|
%
|
|
West End Redevelopment Partnership, L.P.
|
|
Georgia
|
100
|
%
|
|
Synovus Burger-Phillips, LLC
|
|
Alabama
|
99
|
%
|
|
Burger Phillips Building, LLC
|
|
Alabama
|
30
|
%
|
|
Tuscaloosa Riverfront Development, LLC
|
|
Alabama
|
99
|
%
|
|
Pine Cone Apartments Tuscaloosa, Ltd.
|
|
Alabama
|
100
|
%
|
|
FCB Heritage 1901 Redevelopment LLC
|
|
Alabama
|
99
|
%
|
|
Heritage 1901 Redevelopment, LLC
|
|
Alabama
|
99.99
|
%
|
|
CB&T Housing Fund Investor, L.L.C.
|
|
Georgia
|
99.99
|
%
|
|
Tall Pines Apartments, L.P.
|
|
Georgia
|
99.99
|
%
|
|
Boston Capital Columbus Tax Credit Fund, L.P.
|
|
Massachusetts
|
99.99
|
%
|
|
New Northgate Village Development Company, L.P.
|
|
Georgia
|
99.99
|
%
|
|
CB&T State Tax Credit Fund, L.L.C.
|
|
Georgia
|
100
|
%
|
|
Ashton Avalon, LP
|
|
Georgia
|
100
|
%
|
|
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.
|
|
Massachusetts
|
100
|
%
|
|
Synovus Union Hill, L.L.C.
|
|
Georgia
|
99.99
|
%
|
|
Union Hill Apartments, LTD
|
|
Georgia
|
100
|
%
|
|
Synovus Pointe Apartments, L.L.C.
|
|
Georgia
|
99.99
|
%
|
|
The Point Apartments, LTD
|
|
Georgia
|
100
|
%
|
|
Synovus South Mall Apartments, L.L.C.
|
|
Georgia
|
99.99
|
%
|
|
Summit South Mall Apartments, LP
|
|
Alabama
|
100
|
%
|
|
Synovus Aspenwood Square, LLC
|
|
Georgia
|
99.99
|
%
|
|
Aspenwood Square Apartments, LP
|
|
Tennessee
|
5.07
|
%
|
|
ST GA Fund I, LLC
|
|
Georgia
|
5.6
|
%
|
|
ST GA Fund III, LLC
|
|
Georgia
|
100
|
%
|
|
Synovus Securities, Inc.
|
|
Georgia
|
100
|
%
|
|
GLOBALT, Inc.
|
|
Georgia
|
100
|
%
|
|
Broadway Asset Management, Inc.
|
|
Georgia
|
100
|
%
|
|
Banking Corporation of Florida Capital Trust
|
|
Florida
|
100
|
%
|
|
Synovus Georgia State Tax Credit Fund, LLC
|
|
Georgia
|
77
|
%
|
|
JT Tax Credits, LLC
|
|
Georgia
|
49.9
|
%
|
|
TTP Fund II, L.P.
|
|
Georgia
|
27
|
%
|
|
GAA Real Estate Partners, L.P.
|
|
Georgia
|
20
|
%
|
|
Cordova Intellimedia Ventures, L.P.
|
|
Georgia
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2011, 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:
|
February 29, 2012
|
BY:
|
|
/s/ Kessel D. Stelling
|
|
|
|
|
Kessel D. Stelling
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2011, 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:
|
February 29, 2012
|
BY:
|
|
/s/ Thomas J. Prescott
|
|
|
|
|
Thomas J. Prescott
|
|
|
|
|
Chief Financial Officer
|
Date:
|
February 29, 2012
|
BY:
|
|
/s/ Kessel D. Stelling
|
|
|
|
|
Kessel D. Stelling
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
Date:
|
February 29, 2012
|
BY:
|
|
/s/ Thomas J. Prescott
|
|
|
|
|
Thomas J. Prescott
|
|
|
|
|
Chief Financial Officer
|
(i)
|
The compensation committee of Synovus Financial Corp. (“Synovus”) has discussed, reviewed, and evaluated with senior risk officers at least every six months during any part of the most recently completed fiscal year that was a TARP period, senior executive officer (SEO) compensation plans and employee compensation plans and the risks these plans pose to Synovus;
|
(ii)
|
The compensation committee of Synovus has identified and limited during any part of the most recently completed fiscal year that was a TARP period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Synovus and has identified any features of the employee compensation plans that pose risks to Synovus and has limited those features to ensure that Synovus is not unnecessarily exposed to risks;
|
(iii)
|
The compensation committee has reviewed at least every six months during any part of the most recently completed fiscal year that was a TARP period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Synovus to enhance the compensation of an employee and has limited any such features;
|
(iv)
|
The compensation committee of Synovus will certify to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;
|
(v)
|
The compensation committee of Synovus will provide a narrative description of how it limited during any part of the most recently completed fiscal year that was a TARP period the features in
|
(A)
|
SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Synovus;
|
(B)
|
Employee compensation plans that unnecessarily expose Synovus to risks; and
|
(C)
|
Employee compensation plans that could encourage the manipulation of reported earnings of Synovus to enhance the compensation of an employee;
|
(vi)
|
Synovus has required that bonus payments, as defined in the regulations and guidance established under section 111 of EESA (bonus payments), of the SEOs or twenty next most highly compensated employees be subject to a recovery or “clawback” provision during any part of the most recently completed fiscal year that was a TARP period if the bonus payments were based on materially inaccurate financial documents or any other materially inaccurate performance metric criteria;
|
(vii)
|
Synovus has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to an SEO or any of the next five most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;
|
(viii)
|
Synovus has limited bonus payments is applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during any part of the most recently completed fiscal year that was a TARP period;
|
(ix)
|
Synovus and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA during any part of the most recently completed fiscal year that was a TARP period; and any expenses that, pursuant to the policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved;
|
(x)
|
Synovus will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during any part of the most recently completed fiscal year that was a TARP period;
|
(xi)
|
Synovus will disclose the amount, nature, and justification for the offering during any part of the most recently completed fiscal year that was a TARP period, of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee subject to the bonus payment limitations identified in paragraph (viii);
|
(xii)
|
Synovus will disclose whether Synovus, the board of directors of Synovus, or the compensation committee of Synovus has engaged during any part of the most recently completed fiscal year that was a TARP period, a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;
|
(xiii)
|
Synovus has prohibited payments of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;
|
(xiv)
|
Synovus has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Synovus and Treasury, including any amendments;
|
(xv)
|
Synovus has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and
|
(xvi)
|
I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both.
|
(i)
|
The compensation committee of Synovus Financial Corp. (“Synovus”) has discussed, reviewed, and evaluated with senior risk officers at least every six months during any part of the most recently completed fiscal year that was a TARP period, senior executive officer (SEO) compensation plans and employee compensation plans and the risks these plans pose to Synovus;
|
(ii)
|
The compensation committee of Synovus has identified and limited during any part of the most recently completed fiscal year that was a TARP period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Synovus and has identified any features of the employee compensation plans that pose risks to Synovus and has limited those features to ensure that Synovus is not unnecessarily exposed to risks;
|
(iii)
|
The compensation committee has reviewed at least every six months during any part of the most recently completed fiscal year that was a TARP period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Synovus to enhance the compensation of an employee and has limited any such features;
|
(iv)
|
The compensation committee of Synovus will certify to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;
|
(v)
|
The compensation committee of Synovus will provide a narrative description of how it limited during any part of the most recently completed fiscal year that was a TARP period the features in
|
(A)
|
SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Synovus;
|
(B)
|
Employee compensation plans that unnecessarily expose Synovus to risks; and
|
(C)
|
Employee compensation plans that could encourage the manipulation of reported earnings of Synovus to enhance the compensation of an employee;
|
(vi)
|
Synovus has required that bonus payments, as defined in the regulations and guidance established under section 111 of EESA (bonus payments), of the SEOs or twenty next most highly compensated employees be subject to a recovery or “clawback” provision during any part of the most recently completed fiscal year that was a TARP period if the bonus payments were based on materially inaccurate financial documents or any other materially inaccurate performance metric criteria;
|
(vii)
|
Synovus has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to an SEO or any of the next five most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;
|
(viii)
|
Synovus has limited bonus payments is applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during any part of the most recently completed fiscal year that was a TARP period;
|
(ix)
|
Synovus and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA during any part of the most recently completed fiscal year that was a TARP period; and any expenses that, pursuant to the policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved;
|
(x)
|
Synovus will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during any part of the most recently completed fiscal year that was a TARP period;
|
(xi)
|
Synovus will disclose the amount, nature, and justification for the offering during any part of the most recently completed fiscal year that was a TARP period, of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee subject to the bonus payment limitations identified in paragraph (viii);
|
(xii)
|
Synovus will disclose whether Synovus, the board of directors of Synovus, or the compensation committee of Synovus has engaged during any part of the most recently completed fiscal year that was a TARP period, a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;
|
(xiii)
|
Synovus has prohibited payments of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;
|
(xiv)
|
Synovus has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Synovus and Treasury, including any amendments;
|
(xv)
|
Synovus has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and
|
(xvi)
|
I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both.
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