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 offices)
|
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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
|
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
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Large accelerated filer
|
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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Class
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|
|
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April 30, 2012
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Common Stock, $1.00 Par Value
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|
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786,575,516 shares
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|
|
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Page
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Part I
.
|
|
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Financial Information
|
|
|
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Index of Defined Terms
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|
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Item 1.
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Financial Statements
|
|
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Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011
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||
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Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011
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||
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Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2012 and 2011
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||
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Consolidated Statements of Changes in Shareholders' Equity for the Three Months Ended March 31, 2012 and 2011
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||
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Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011
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Notes to Unaudited Interim Consolidated Financial Statements
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||
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
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||
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Item 4.
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Controls and Procedures
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Part II
.
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Other Information
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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Item 6.
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Exhibits
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Signatures
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|
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||
Index to Exhibits
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|
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(in thousands, except share and per share data)
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March 31,
2012 |
|
December 31,
2011 |
|||
ASSETS
|
|
|
|
|
|||
Cash and cash equivalents
|
|
$
|
485,074
|
|
|
510,423
|
|
Interest bearing funds with Federal Reserve Bank
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|
1,781,002
|
|
|
1,567,006
|
|
|
Interest earning deposits with banks
|
|
11,963
|
|
|
13,590
|
|
|
Federal funds sold and securities purchased under resale agreements
|
|
123,676
|
|
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158,916
|
|
|
Trading account assets, at fair value
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|
16,398
|
|
|
16,866
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|
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Mortgage loans held for sale, at fair value
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96,837
|
|
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161,509
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|
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Other loans held for sale
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19,610
|
|
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30,156
|
|
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Investment securities available for sale, at fair value
|
|
3,713,003
|
|
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3,690,125
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|
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Loans, net of deferred fees and costs
|
|
19,843,698
|
|
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20,079,813
|
|
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Allowance for loan losses
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(507,794
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)
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|
(536,494
|
)
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Loans, net
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19,335,904
|
|
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19,543,319
|
|
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Premises and equipment, net
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479,976
|
|
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486,923
|
|
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Goodwill
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24,431
|
|
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24,431
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|
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Other intangible assets, net
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7,589
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8,525
|
|
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Other real estate
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201,429
|
|
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204,232
|
|
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Other assets
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767,900
|
|
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746,824
|
|
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Total assets
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$
|
27,064,792
|
|
|
27,162,845
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LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
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|
|||
Liabilities
|
|
|
|
|
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Deposits:
|
|
|
|
|
|||
Non-interest bearing deposits
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$
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5,535,844
|
|
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5,366,868
|
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Interest bearing deposits, excluding brokered deposits
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15,195,149
|
|
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15,261,710
|
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Brokered deposits
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1,406,709
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|
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1,783,174
|
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Total deposits
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22,137,702
|
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22,411,752
|
|
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Federal funds purchased and securities sold under repurchase agreements
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315,857
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313,757
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Long-term debt
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1,351,823
|
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1,364,727
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|
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Other liabilities
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437,647
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245,157
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Total liabilities
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24,243,029
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24,335,393
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Shareholders' Equity:
|
|
|
|
|
|||
Series A Preferred Stock – no par value. Authorized 100,000,000 shares; 967,870
issued and outstanding at March 31, 2012 and December 31, 2011
|
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949,536
|
|
|
947,017
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|
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Common stock - $1.00 par value. Authorized 1,200,000,000 shares;
issued 792,268,949 at March 31, 2012 and 790,988,880 at
December 31, 2011; outstanding 786,575,497 at March 31, 2012
and 785,295,428 at December 31, 2011
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792,269
|
|
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790,989
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|
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Additional paid-in capital
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2,226,844
|
|
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2,241,171
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Treasury stock, at cost – 5,693,452 shares at both March 31, 2012 and
December 31, 2011
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|
(114,176
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)
|
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(114,176
|
)
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Accumulated other comprehensive (loss) income
|
|
(2,195
|
)
|
|
21,093
|
|
|
Accumulated deficit
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|
(1,030,515
|
)
|
|
(1,058,642
|
)
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Total shareholders’ equity
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|
2,821,763
|
|
|
2,827,452
|
|
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Total liabilities and shareholders' equity
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|
$
|
27,064,792
|
|
|
27,162,845
|
|
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Three Months Ended March 31,
|
|||||
(in thousands, except per share data)
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|
2012
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|
2011
|
|||
Interest income:
|
|
|
|
|
|||
Loans, including fees
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|
$
|
238,523
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|
|
265,037
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Investment securities available for sale
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|
21,382
|
|
|
29,425
|
|
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Trading account assets
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|
278
|
|
|
256
|
|
|
Mortgage loans held for sale
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|
1,367
|
|
|
1,811
|
|
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Federal Reserve Bank balances
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|
1,051
|
|
|
1,781
|
|
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Other earning assets
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|
53
|
|
|
122
|
|
|
Total interest income
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|
262,654
|
|
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298,432
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|
|
Interest expense:
|
|
|
|
|
|||
Deposits
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|
30,487
|
|
|
49,564
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|
|
Federal funds purchased and securities sold under repurchase agreements
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|
180
|
|
|
297
|
|
|
Long-term debt
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|
11,028
|
|
|
11,137
|
|
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Total interest expense
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|
41,695
|
|
|
60,998
|
|
|
Net interest income
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|
220,959
|
|
|
237,434
|
|
|
Provision for loan losses
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|
66,049
|
|
|
141,746
|
|
|
Net interest income after provision for loan losses
|
|
154,910
|
|
|
95,688
|
|
|
Non-interest income:
|
|
|
|
|
|
||
Service charges on deposit accounts
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|
18,231
|
|
|
20,318
|
|
|
Fiduciary and asset management fees
|
|
10,835
|
|
|
11,537
|
|
|
Brokerage revenue
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|
6,647
|
|
|
6,220
|
|
|
Mortgage banking income
|
|
6,003
|
|
|
2,495
|
|
|
Bankcard fees
|
|
7,579
|
|
|
10,657
|
|
|
Investment securities gains, net
|
|
20,083
|
|
|
1,420
|
|
|
Other fee income
|
|
4,700
|
|
|
4,931
|
|
|
Increase in fair value of private equity investments, net
|
|
93
|
|
|
132
|
|
|
Other non-interest income
|
|
9,968
|
|
|
6,454
|
|
|
Total non-interest income
|
|
84,139
|
|
|
64,164
|
|
|
Non-interest expense:
|
|
|
|
|
|||
Salaries and other personnel expense
|
|
92,622
|
|
|
93,100
|
|
|
Net occupancy and equipment expense
|
|
26,706
|
|
|
29,834
|
|
|
FDIC insurance and other regulatory fees
|
|
14,663
|
|
|
14,406
|
|
|
Foreclosed real estate expense, net
|
|
22,972
|
|
|
24,737
|
|
|
Losses (gains) on other loans held for sale, net
|
|
959
|
|
|
(2,226
|
)
|
|
Professional fees
|
|
9,267
|
|
|
9,236
|
|
|
Data processing expense
|
|
8,024
|
|
|
8,950
|
|
|
Visa indemnification charges
|
|
2,979
|
|
|
4
|
|
|
Restructuring charges
|
|
858
|
|
|
24,333
|
|
|
Loss on curtailment of post-retirement defined benefit plan
|
|
—
|
|
|
398
|
|
|
Other operating expenses
|
|
24,083
|
|
|
36,944
|
|
|
Total non-interest expense
|
|
203,133
|
|
|
239,716
|
|
|
Income (loss) before income taxes
|
|
35,916
|
|
|
(79,864
|
)
|
|
Income tax benefit
|
|
(77
|
)
|
|
(456
|
)
|
|
Net income (loss)
|
|
35,993
|
|
|
(79,408
|
)
|
|
Net loss attributable to non-controlling interest
|
|
—
|
|
|
(220
|
)
|
|
Net income (loss) available to controlling interest
|
|
35,993
|
|
|
(79,188
|
)
|
|
Dividends and accretion of discount on preferred stock
|
|
14,624
|
|
|
14,466
|
|
|
Net income (loss) available to common shareholders
|
|
$
|
21,369
|
|
|
(93,654
|
)
|
Earnings per common share:
|
|
|
|
|
|||
Net income (loss) available to common shareholders, basic
|
|
$
|
0.03
|
|
|
(0.12
|
)
|
Net income (loss) available to common shareholders, diluted
|
|
$
|
0.02
|
|
|
(0.12
|
)
|
Weighted average common shares outstanding, basic
|
|
786,135
|
|
|
785,243
|
|
|
Weighted average common shares outstanding, diluted
|
|
908,986
|
|
|
785,243
|
|
|
|
Three Months Ended March 31, 2012
|
|
Three Months Ended March 31, 2011
|
|||||||||||||||
(in thousands)
|
|
Before-tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
|
Before-tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
|||||||
Net income (loss)
|
|
$
|
35,916
|
|
|
77
|
|
|
35,993
|
|
|
(79,864
|
)
|
|
456
|
|
|
(79,408
|
)
|
Net unrealized gains (losses) on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net unrealized gains (losses) arising during the period
|
|
(1,135
|
)
|
|
437
|
|
|
(698
|
)
|
|
(3,905
|
)
|
|
1,309
|
|
|
(2,596
|
)
|
|
Valuation allowance for the change in deferred taxes arising from unrealized gains/losses
(1)
|
|
—
|
|
|
(437
|
)
|
|
(437
|
)
|
|
—
|
|
|
(1,309
|
)
|
|
(1,309
|
)
|
|
Net unrealized gains/losses
|
|
(1,135
|
)
|
|
—
|
|
|
(1,135
|
)
|
|
(3,905
|
)
|
|
—
|
|
|
(3,905
|
)
|
|
Net unrealized gains/losses on investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net unrealized gains/losses arising during the period
|
|
(2,070
|
)
|
|
798
|
|
|
(1,272
|
)
|
|
(11,684
|
)
|
|
4,548
|
|
|
(7,136
|
)
|
|
Reclassification adjustment for (gains) losses realized in net income
|
|
(20,083
|
)
|
|
7,734
|
|
|
(12,349
|
)
|
|
(1,420
|
)
|
|
548
|
|
|
(872
|
)
|
|
Valuation allowance for the change in deferred taxes arising from unrealized gains/losses
(1)
|
|
—
|
|
|
(8,532
|
)
|
|
(8,532
|
)
|
|
—
|
|
|
(5,096
|
)
|
|
(5,096
|
)
|
|
Net unrealized gains/losses
|
|
(22,153
|
)
|
|
—
|
|
|
(22,153
|
)
|
|
(13,104
|
)
|
|
—
|
|
|
(13,104
|
)
|
|
Other comprehensive loss
|
|
(23,288
|
)
|
|
—
|
|
|
(23,288
|
)
|
|
(17,009
|
)
|
|
—
|
|
|
(17,009
|
)
|
|
Less: comprehensive loss attributable to non-controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(220
|
)
|
|
—
|
|
|
(220
|
)
|
|
Comprehensive income (loss)
|
|
$
|
12,628
|
|
|
77
|
|
|
12,705
|
|
|
(96,653
|
)
|
|
456
|
|
|
(96,197
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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, 2010
|
|
$
|
937,323
|
|
|
790,956
|
|
|
2,293,263
|
|
|
(114,176
|
)
|
|
57,158
|
|
|
(966,606
|
)
|
|
26,629
|
|
|
3,024,547
|
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,188
|
)
|
|
(220
|
)
|
|
(79,408
|
)
|
||
Other comprehensive loss, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,009
|
)
|
|
—
|
|
|
—
|
|
|
(17,009
|
)
|
||
Cash dividends declared on common stock - $0.01 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,851
|
)
|
|
—
|
|
|
(7,851
|
)
|
||
Cash dividends paid on preferred stock
|
|
—
|
|
|
—
|
|
|
(12,098
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,098
|
)
|
||
Accretion of discount on preferred stock
|
|
2,368
|
|
|
—
|
|
|
(2,368
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Restricted share unit activity
|
|
—
|
|
|
12
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
833
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
833
|
|
||
Change in ownership at majority-owned subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,315
|
)
|
—
|
|
(26,315
|
)
|
|
Balance at March 31, 2011
|
|
$
|
939,691
|
|
|
790,968
|
|
|
2,279,618
|
|
|
(114,176
|
)
|
|
40,149
|
|
|
(1,053,645
|
)
|
|
94
|
|
939,691
|
|
2,882,699
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2011
|
|
$
|
947,017
|
|
|
790,989
|
|
|
2,241,171
|
|
|
(114,176
|
)
|
|
21,093
|
|
|
(1,058,642
|
)
|
|
—
|
|
|
2,827,452
|
|
|
Net Income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,993
|
|
|
—
|
|
|
35,993
|
|
||
Other comprehensive loss, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,288
|
)
|
|
—
|
|
|
—
|
|
|
(23,288
|
)
|
||
Cash dividends declared on common stock - $0.01 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,866
|
)
|
|
—
|
|
|
(7,866
|
)
|
||
Cash dividends paid on preferred stock
|
|
—
|
|
|
—
|
|
|
(12,098
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,098
|
)
|
||
Accretion of discount on preferred stock
|
|
2,519
|
|
|
—
|
|
|
(2,526
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||
Restricted share unit activity
|
|
—
|
|
|
1,280
|
|
|
(1,280
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
1,577
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,577
|
|
||
Balance at March 31, 2012
|
|
$
|
949,536
|
|
|
792,269
|
|
|
2,226,844
|
|
|
(114,176
|
)
|
|
(2,195
|
)
|
|
(1,030,515
|
)
|
|
—
|
|
|
2,821,763
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|||||
(in thousands)
|
|
2012
|
|
2011
|
|||
Operating Activities
|
|
|
|
|
|||
Net income (losses)
|
|
$
|
35,993
|
|
|
(79,408
|
)
|
Adjustments to reconcile net income (losses) to net cash provided by operating activities:
|
|
|
|
|
|||
Provision for loan losses
|
|
66,049
|
|
|
141,746
|
|
|
Depreciation, amortization, and accretion, net
|
|
11,883
|
|
|
11,433
|
|
|
Deferred income tax expense (benefit)
|
|
153
|
|
|
(360
|
)
|
|
Decrease in interest receivable
|
|
4,549
|
|
|
4,912
|
|
|
Increase (decrease) in interest payable
|
|
766
|
|
|
(6,133
|
)
|
|
Decrease in trading account assets
|
|
468
|
|
|
4,653
|
|
|
Originations of mortgage loans held for sale
|
|
(247,142
|
)
|
|
(190,502
|
)
|
|
Proceeds from sales of mortgage loans held for sale
|
|
310,094
|
|
|
314,703
|
|
|
(Gains) losses on sale of mortgage loans held for sale, net
|
|
(2,526
|
)
|
|
296
|
|
|
(Decrease) increase in prepaid and other assets
|
|
(25,544
|
)
|
|
26,375
|
|
|
Decrease in accrued salaries and benefits
|
|
(3,935
|
)
|
|
(4,199
|
)
|
|
Increase in other liabilities
|
|
193,120
|
|
|
884
|
|
|
Investment securities gains, net
|
|
(19,633
|
)
|
|
(1,420
|
)
|
|
Losses (gains) on sale of other loans held for sale, net
|
|
959
|
|
|
(2,226
|
)
|
|
Losses on other real estate
|
|
17,310
|
|
|
18,624
|
|
|
Increase in fair value of private equity investments, net
|
|
(93
|
)
|
|
(132
|
)
|
|
Gains on sale of other assets held for sale, net
|
|
(169
|
)
|
|
—
|
|
|
Write downs on other assets held for sale
|
|
621
|
|
|
—
|
|
|
Losses on curtailment of post-retirement health benefit
|
|
—
|
|
|
398
|
|
|
Increase in accrual for Visa indemnification
|
|
2,513
|
|
|
—
|
|
|
Share-based compensation
|
|
1,596
|
|
|
833
|
|
|
Other, net
|
|
100
|
|
|
(7,504
|
)
|
|
Net cash provided by operating activities
|
|
347,132
|
|
|
232,973
|
|
|
Investing Activities
|
|
|
|
|
|||
Net decrease (increase) in interest earning deposits with banks
|
|
1,627
|
|
|
(5,771
|
)
|
|
Net decrease in federal funds sold and securities purchased under repurchase agreements
|
|
35,240
|
|
|
30,564
|
|
|
Net (increase) decrease in interest bearing funds with Federal Reserve Bank
|
|
(213,996
|
)
|
|
562,012
|
|
|
Proceeds from maturities and principal collections of investment securities available for sale
|
|
312,721
|
|
|
315,486
|
|
|
Proceeds from sales of investment securities available for sale
|
|
474,415
|
|
|
8,043
|
|
|
Purchases of investment securities available for sale
|
|
(819,430
|
)
|
|
(242,292
|
)
|
|
Proceeds from sale of other real estate
|
|
30,057
|
|
|
39,004
|
|
|
Principal repayments by borrowers on other loans held for sale
|
|
2,443
|
|
|
24,638
|
|
|
Net decrease in loans
|
|
3,690
|
|
|
232,370
|
|
|
Proceeds from sale of other loans held for sale
|
|
98,157
|
|
|
106,106
|
|
|
Purchases of premises and equipment
|
|
(3,161
|
)
|
|
(3,129
|
)
|
|
Proceeds from disposals of premises and equipment
|
|
2,969
|
|
|
43
|
|
|
Proceeds from sales of other assets held for sale
|
|
3,519
|
|
|
—
|
|
|
Additions to other intangible assets
|
|
—
|
|
|
—
|
|
|
Net cash (used in) provided by investing activities
|
|
(71,749
|
)
|
|
1,067,074
|
|
|
Financing Activities
|
|
|
|
|
|||
Net increase (decrease) in demand and savings deposits
|
|
392,157
|
|
|
(421,015
|
)
|
|
Net decrease in certificates of deposit
|
|
(666,207
|
)
|
|
(873,410
|
)
|
|
Net increase (decrease) in federal funds purchased and other short-term borrowings
|
|
2,100
|
|
|
(74,017
|
)
|
|
Principal repayments on long-term debt
|
|
(302,180
|
)
|
|
(58,476
|
)
|
|
Proceeds from issuance of long-term debt
|
|
293,370
|
|
|
165,000
|
|
Tax deficiency from share-based payment arrangements
|
|
(13
|
)
|
|
—
|
|
|
Dividends paid to common shareholders
|
|
(7,861
|
)
|
|
(7,851
|
)
|
|
Dividends paid to preferred shareholders
|
|
(12,098
|
)
|
|
(12,098
|
)
|
|
Net cash used in financing activities
|
|
(300,732
|
)
|
|
(1,281,867
|
)
|
|
(Decrease) increase in cash and cash equivalents
|
|
(25,349
|
)
|
|
18,180
|
|
|
Cash and cash equivalents at beginning of period
|
|
510,423
|
|
|
389,021
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
485,074
|
|
|
407,201
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|||
Cash (Received) Paid During the Period for:
|
|
|
|
|
|||
Income tax refunds, net of taxes paid
|
|
$
|
(10,399
|
)
|
|
285
|
|
Interest paid
|
|
40,134
|
|
|
53,300
|
|
|
Non-cash Investing Activities (at Fair Value):
|
|
|
|
|
|||
Increase in net unrealized gains on available for sale securities
(1)
|
|
(22,513
|
)
|
|
(13,104
|
)
|
|
(Decrease) increase in net unrealized gains on hedging instruments
(1)
|
|
(1,135
|
)
|
|
3,905
|
|
|
Mortgage loans held for sale transferred to loans at fair value
|
|
1,441
|
|
|
3,904
|
|
|
Loans foreclosed and transferred to other real estate at fair value
|
|
42,264
|
|
|
60,110
|
|
|
Loans transferred to other loans held for sale
|
|
94,564
|
|
|
164,400
|
|
|
Other loans held for sale foreclosed and transferred to other real estate at fair value
|
|
2,330
|
|
|
5,377
|
|
|
Premises and equipment transferred to other assets held for sale
|
|
1,945
|
|
|
38,241
|
|
|
Write downs to fair value on other loans held for sale
|
|
1,221
|
|
|
2,963
|
|
|
Impairment loss on available for sale securities
|
|
(450
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
March 31, 2012
|
|||||||||||
(in thousands)
|
|
Amortized Cost
(1)
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|||||
U.S. Treasury securities
|
|
$
|
357
|
|
|
—
|
|
|
—
|
|
|
357
|
|
U.S. Government agency securities
|
|
37,272
|
|
|
2,547
|
|
|
—
|
|
|
39,819
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
637,869
|
|
|
5,306
|
|
|
(67
|
)
|
|
643,108
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
197,109
|
|
|
8,018
|
|
|
—
|
|
|
205,127
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
2,122,904
|
|
|
40,937
|
|
|
(865
|
)
|
|
2,162,976
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
632,224
|
|
|
2,623
|
|
|
(4,282
|
)
|
|
630,565
|
|
|
State and municipal securities
|
|
22,446
|
|
|
787
|
|
|
(20
|
)
|
|
23,213
|
|
|
Equity securities
|
|
3,647
|
|
|
—
|
|
|
(4
|
)
|
|
3,643
|
|
|
Other investments
|
|
5,000
|
|
|
19
|
|
|
(824
|
)
|
|
4,195
|
|
|
Total
|
|
$
|
3,658,828
|
|
|
60,237
|
|
|
(6,062
|
)
|
|
3,713,003
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2012
|
|||||||||||||||||
|
|
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
|
|||||||
Securities issued by U.S. Government sponsored enterprises
|
|
$
|
146,791
|
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
146,791
|
|
|
(67
|
)
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
249,782
|
|
|
(865
|
)
|
|
—
|
|
|
—
|
|
|
249,782
|
|
|
(865
|
)
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
342,375
|
|
|
(4,282
|
)
|
|
—
|
|
|
—
|
|
|
342,375
|
|
|
(4,282
|
)
|
|
State and municipal securities
|
|
—
|
|
|
—
|
|
|
915
|
|
|
(20
|
)
|
|
915
|
|
|
(20
|
)
|
|
Equity securities
|
|
2,752
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
2,752
|
|
|
(4
|
)
|
|
Other investments
|
|
2,176
|
|
|
(824
|
)
|
|
—
|
|
|
—
|
|
|
2,176
|
|
|
(824
|
)
|
|
Total
|
|
$
|
743,876
|
|
|
(6,042
|
)
|
|
915
|
|
|
(20
|
)
|
|
744,791
|
|
|
(6,062
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
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
|
|||||||
Securities issued by U.S. Government sponsored enterprises
|
|
$
|
349,370
|
|
|
(619
|
)
|
|
—
|
|
|
—
|
|
|
349,370
|
|
|
(619
|
)
|
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
|
)
|
|
Total
|
|
$
|
837,112
|
|
|
(2,788
|
)
|
|
1,180
|
|
|
(21
|
)
|
|
838,292
|
|
|
(2,809
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution of Maturities at March 31, 2012
|
|||||||||||||||||
(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
|
|
$
|
350
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
357
|
|
U.S. Government agency securities
|
|
—
|
|
|
272
|
|
|
29,994
|
|
|
7,006
|
|
|
—
|
|
|
37,272
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
$
|
18,489
|
|
|
619,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
637,869
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
—
|
|
|
234
|
|
|
193
|
|
|
196,682
|
|
|
—
|
|
|
197,109
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
791
|
|
|
17,944
|
|
|
913,851
|
|
|
1,190,318
|
|
|
—
|
|
|
2,122,904
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
—
|
|
|
99
|
|
|
—
|
|
|
632,125
|
|
|
—
|
|
|
632,224
|
|
|
State and municipal securities
|
|
3,086
|
|
|
9,930
|
|
|
5,026
|
|
|
4,404
|
|
|
—
|
|
|
22,446
|
|
|
Other investments
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|
5,000
|
|
|
Securities with no stated maturity
(equity securities)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,647
|
|
|
3,647
|
|
|
Total
|
|
$
|
23,716
|
|
|
647,866
|
|
|
949,064
|
|
|
2,034,535
|
|
|
3,647
|
|
|
3,658,828
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. Treasury securities
|
|
$
|
350
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
357
|
|
U.S. Government agency securities
|
|
—
|
|
|
273
|
|
|
31,772
|
|
|
7,774
|
|
|
—
|
|
|
39,819
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
18,728
|
|
|
624,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
643,108
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
—
|
|
|
247
|
|
|
207
|
|
|
204,673
|
|
|
—
|
|
|
205,127
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
830
|
|
|
18,740
|
|
|
916,971
|
|
|
1,226,435
|
|
|
—
|
|
|
2,162,976
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
—
|
|
|
101
|
|
|
—
|
|
|
630,464
|
|
|
—
|
|
|
630,565
|
|
|
State and municipal securities
|
|
3,103
|
|
|
10,281
|
|
|
5,165
|
|
|
4,664
|
|
|
—
|
|
|
23,213
|
|
|
Other investments
|
|
1,002
|
|
|
—
|
|
|
—
|
|
|
3,193
|
|
|
—
|
|
|
4,195
|
|
|
Securities with no stated maturity
(equity securities)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,643
|
|
|
3,643
|
|
|
Total
|
|
$
|
24,013
|
|
|
654,029
|
|
|
954,115
|
|
|
2,077,203
|
|
|
3,643
|
|
|
3,713,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|||||
(in thousands)
|
|
2012
|
|
2011
|
|||
Proceeds
|
|
$
|
474,865
|
|
|
8,043
|
|
Gross realized gains
|
|
20,533
|
|
|
1,420
|
|
|
Gross realized losses
|
|
(450
|
)
|
|
—
|
|
|
Investment securities gains, net
|
|
$
|
20,083
|
|
|
1,420
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|||||
(in thousands)
|
|
2012
|
|
2011
|
|||
Severance charges
|
|
$
|
205
|
|
|
14,613
|
|
Lease termination charges
|
|
—
|
|
|
5,397
|
|
|
Asset impairment charges
|
|
613
|
|
|
3,483
|
|
|
Professional fees and other charges
|
|
40
|
|
|
840
|
|
|
Total restructuring charges
|
|
$
|
858
|
|
|
24,333
|
|
|
|
|
|
|
(in thousands)
|
|
March 31, 2012
|
|
December 31, 2011
|
|||
Investment properties
|
|
$
|
4,446,808
|
|
|
4,557,313
|
|
1-4 family properties
|
|
1,554,156
|
|
|
1,618,484
|
|
|
Land acquisition
|
|
1,049,547
|
|
|
1,094,821
|
|
|
Total commercial real estate
|
|
7,050,511
|
|
|
7,270,618
|
|
|
Commercial and industrial
|
|
8,935,733
|
|
|
8,941,274
|
|
|
Home equity lines
|
|
1,595,675
|
|
|
1,619,585
|
|
|
Consumer mortgages
|
|
1,390,126
|
|
|
1,411,749
|
|
|
Credit cards
|
|
264,470
|
|
|
273,098
|
|
|
Other retail loans
|
|
618,487
|
|
|
575,475
|
|
|
Total retail loans
|
|
3,868,758
|
|
|
3,879,907
|
|
|
Total loans
|
|
19,855,002
|
|
|
20,091,799
|
|
|
Deferred fees and costs, net
|
|
(11,304
|
)
|
|
(11,986
|
)
|
|
Total loans, net of deferred fees and costs
|
|
$
|
19,843,698
|
|
|
20,079,813
|
|
|
|
|
|
|
Impaired Loans (including accruing TDRs)
|
|
December 31, 2011
|
||||||||
(in thousands)
|
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
||||
With no related allowance recorded
|
|
|
|
|
|
|
||||
Investment properties
|
|
$
|
59,930
|
|
|
96,238
|
|
|
—
|
|
1-4 family properties
|
|
118,756
|
|
|
274,959
|
|
|
—
|
|
|
Land acquisition
|
|
196,823
|
|
|
295,562
|
|
|
—
|
|
|
Total commercial real estate
|
|
375,509
|
|
|
666,759
|
|
|
—
|
|
|
Commercial and industrial
|
|
65,357
|
|
|
117,468
|
|
|
—
|
|
|
Home equity lines
|
|
3,948
|
|
|
5,394
|
|
|
—
|
|
|
Consumer mortgages
|
|
4,970
|
|
|
6,293
|
|
|
—
|
|
|
Other retail loans
|
|
736
|
|
|
738
|
|
|
—
|
|
|
Total retail
|
|
9,654
|
|
|
12,425
|
|
|
—
|
|
|
Total
|
|
$
|
450,520
|
|
|
796,652
|
|
|
—
|
|
With allowance recorded
|
|
|
|
|
|
|
||||
Investment properties
|
|
$
|
227,045
|
|
|
227,510
|
|
|
23,384
|
|
1-4 family properties
|
|
164,756
|
|
|
168,315
|
|
|
23,499
|
|
|
Land acquisition
|
|
102,847
|
|
|
118,868
|
|
|
17,564
|
|
|
Total commercial real estate
|
|
494,648
|
|
|
514,693
|
|
|
64,447
|
|
|
Commercial and industrial
|
|
318,942
|
|
|
324,623
|
|
|
42,596
|
|
|
Home equity lines
|
|
6,995
|
|
|
6,995
|
|
|
93
|
|
|
Consumer mortgages
|
|
34,766
|
|
|
32,455
|
|
|
2,306
|
|
|
Other retail loans
|
|
1,701
|
|
|
1,701
|
|
|
42
|
|
|
Total retail
|
|
43,462
|
|
|
41,151
|
|
|
2,441
|
|
|
Total
|
|
$
|
857,052
|
|
|
880,467
|
|
|
109,484
|
|
Total
|
|
|
|
|
|
|
||||
Investment properties
|
|
$
|
286,975
|
|
|
323,748
|
|
|
23,384
|
|
1-4 family properties
|
|
283,512
|
|
|
443,274
|
|
|
23,499
|
|
|
Land acquisition
|
|
299,670
|
|
|
414,430
|
|
|
17,564
|
|
|
Total commercial real estate
|
|
870,157
|
|
|
1,181,452
|
|
|
64,447
|
|
|
Commercial and industrial
|
|
384,299
|
|
|
442,091
|
|
|
42,596
|
|
|
Home equity lines
|
|
10,943
|
|
|
12,389
|
|
|
93
|
|
|
Consumer mortgages
|
|
39,736
|
|
|
38,748
|
|
|
2,306
|
|
|
Other retail loans
|
|
2,437
|
|
|
2,439
|
|
|
42
|
|
|
Total retail
|
|
53,116
|
|
|
53,576
|
|
|
2,441
|
|
|
Total impaired loans
|
|
$
|
1,307,572
|
|
|
1,677,119
|
|
|
109,484
|
|
|
|
|
|
|
|
|
|
|
Accruing TDRs With Modifications and Renewals Completed During The
|
||||||||
|
|
Three Months Ended March 31, 2012
|
||||||||
(in thousands, except contract data)
|
|
Number of Contracts
|
|
Pre-modification Recorded Balance
|
|
Post-modification Recorded Balance
|
||||
Investment properties
|
|
14
|
|
|
$
|
14,674
|
|
|
14,663
|
|
1-4 family properties
|
|
27
|
|
|
16,114
|
|
|
15,659
|
|
|
Land acquisition
|
|
16
|
|
|
14,523
|
|
|
14,319
|
|
|
Total commercial real estate
|
|
57
|
|
|
45,311
|
|
|
44,641
|
|
|
Commercial and industrial
|
|
38
|
|
|
24,638
|
|
|
24,760
|
|
|
Home equity lines
|
|
1
|
|
|
330
|
|
|
330
|
|
|
Consumer mortgages
|
|
20
|
|
|
2,288
|
|
|
2,308
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
11
|
|
|
1,879
|
|
|
1,875
|
|
|
Total retail
|
|
32
|
|
|
4,497
|
|
|
4,513
|
|
|
Total loans
|
|
127
|
|
|
$
|
74,446
|
|
|
73,914
|
|
|
|
|
|
|
|
|
|
|
Accruing TDRs With Modifications and Renewals Completed During The
|
||||||||
|
|
Three Months Ended March 31, 2011
|
||||||||
(in thousands, except contract data)
|
|
Number of Contracts
|
|
Pre-modification Recorded Balance
|
|
Post-modification Recorded Balance
|
||||
Investment properties
|
|
20
|
|
|
$
|
75,224
|
|
|
75,054
|
|
1-4 family properties
|
|
11
|
|
|
30,534
|
|
|
29,045
|
|
|
Land acquisition
|
|
2
|
|
|
1,908
|
|
|
1,908
|
|
|
Total commercial real estate
|
|
33
|
|
|
107,666
|
|
|
106,007
|
|
|
Commercial and industrial
|
|
22
|
|
|
19,260
|
|
|
19,120
|
|
|
Home equity lines
|
|
7
|
|
|
279
|
|
|
282
|
|
|
Consumer mortgages
|
|
139
|
|
|
15,866
|
|
|
15,768
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
15
|
|
|
752
|
|
|
749
|
|
|
Total retail
|
|
161
|
|
|
16,897
|
|
|
16,799
|
|
|
Total loans
|
|
216
|
|
|
$
|
143,823
|
|
|
141,926
|
|
|
|
|
|
|
|
|
|
|
Non-accruing TDRs With Modifications and Renewals Completed During The
|
||||||||
|
|
Three Months Ended March 31, 2012
|
||||||||
(in thousands, except contract data)
|
|
Number of Contracts
|
|
Pre-modification Recorded Balance
|
|
Post-modification Recorded Balance
|
||||
Investment properties
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
1-4 family properties
|
|
1
|
|
|
6,123
|
|
|
6,093
|
|
|
Land acquisition
|
|
1
|
|
|
353
|
|
|
312
|
|
|
Total commercial real estate
|
|
2
|
|
|
6,476
|
|
|
6,405
|
|
|
Commercial and industrial
|
|
9
|
|
|
9,933
|
|
|
9,183
|
|
|
Home equity lines
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Consumer mortgages
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
3
|
|
|
322
|
|
|
322
|
|
|
Total retail
|
|
3
|
|
|
322
|
|
|
322
|
|
|
Total loans
|
|
14
|
|
|
$
|
16,731
|
|
|
15,910
|
|
|
|
|
|
|
|
|
|
|
Non-accruing TDRs With Modifications and Renewals Completed During The
|
||||||||
|
|
Three Months Ended March 31, 2011
|
||||||||
(in thousands, except contract data)
|
|
Number of Contracts
|
|
Pre-modification Recorded Balance
|
|
Post-modification Recorded Balance
|
||||
Investment properties
|
|
2
|
|
|
$
|
8,646
|
|
|
8,646
|
|
1-4 family properties
|
|
5
|
|
|
4,198
|
|
|
3,092
|
|
|
Land acquisition
|
|
2
|
|
|
2,858
|
|
|
2,390
|
|
|
Total commercial real estate
|
|
9
|
|
|
15,702
|
|
|
14,128
|
|
|
Commercial and industrial
|
|
11
|
|
|
5,277
|
|
|
4,309
|
|
|
Home equity lines
|
|
1
|
|
|
35
|
|
|
39
|
|
|
Consumer mortgages
|
|
6
|
|
|
643
|
|
|
589
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total retail
|
|
7
|
|
|
678
|
|
|
628
|
|
|
Total loans
|
|
27
|
|
|
$
|
21,657
|
|
|
19,065
|
|
|
|
|
|
|
|
|
Troubled Debt Restructurings Entered Within the The Previous Twelve Months That Have Subsequently Defaulted During The Three-Month Period Ended March 31, 2012
(1)
|
|
Three Months Ended March 31, 2012
|
|||||
(in thousands, except contract data)
|
|
Number of
Contracts
|
|
Recorded
Investment
|
|||
Investment properties
|
|
2
|
|
|
$
|
2,647
|
|
1-4 family properties
|
|
1
|
|
|
1,989
|
|
|
Land acquisition
|
|
4
|
|
|
15,820
|
|
|
Total commercial real estate
|
|
7
|
|
|
20,456
|
|
|
Commercial and industrial
|
|
4
|
|
|
6,116
|
|
|
Home equity lines
|
|
—
|
|
|
—
|
|
|
Consumer mortgages
|
|
3
|
|
|
564
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
—
|
|
|
—
|
|
|
Total retail
|
|
3
|
|
|
564
|
|
|
Total loans
|
|
14
|
|
|
$
|
27,136
|
|
|
|
|
|
|
Troubled Debt Restructurings Entered Within the The Previous Twelve Months That Have Subsequently Defaulted During The Three-Month Period Ended March 31, 2011
(1)
|
|
Three Months Ended March 31, 2011
|
|||||
(in thousands, except contract data)
|
|
Number of
Contracts
|
|
Recorded
Investment
|
|||
Investment properties
|
|
6
|
|
|
$
|
7,750
|
|
1-4 family properties
|
|
4
|
|
|
3,718
|
|
|
Land acquisition
|
|
4
|
|
|
5,490
|
|
|
Total commercial real estate
|
|
14
|
|
|
16,958
|
|
|
Commercial and industrial
|
|
2
|
|
|
1,737
|
|
|
Home equity lines
|
|
—
|
|
|
—
|
|
|
Consumer mortgages
|
|
1
|
|
|
31
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
—
|
|
|
—
|
|
|
Total retail
|
|
1
|
|
|
31
|
|
|
Total loans
|
|
17
|
|
|
$
|
18,726
|
|
|
|
|
|
|
Level 1
|
Quoted prices (unadjusted) in active markets for identical assets and liabilities for the instrument or security to be valued. Level 1 assets include 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 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or model-based valuation techniques for which all significant assumptions are derived principally from or corroborated by observable market data. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined by using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. U.S. Government sponsored agency securities, mortgage-backed securities issued by U.S. Government sponsored enterprises and agencies, obligations of states and municipalities, collateralized mortgage obligations issued by U.S. Government sponsored enterprises, and mortgage loans held-for-sale are generally included in this category. Certain private equity investments that hold mutual fund investments that invest in publicly traded companies are also considered a Level 2 asset.
|
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 option pricing models, discounted cash flow models and similar techniques, and may also include the use of market prices of assets or liabilities that are not directly comparable to the subject asset or liability. These methods of valuation may result in a significant portion of the fair value being derived from unobservable assumptions that reflect Synovus' own estimates for assumptions that market participants would use in pricing the asset or liability. This category primarily includes collateral-dependent impaired loans, other real estate, certain equity investments, and certain private equity investments.
|
|
March 31, 2012
|
|||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Assets and Liabilities at Fair Value
|
|||||
Assets
|
|
|
|
|
|
|
|
|||||
Trading securities:
|
|
|
|
|
|
|
|
|||||
Collateralized mortgage obligations issued by
U.S. Government sponsored enterprises
|
$
|
—
|
|
|
7,057
|
|
|
—
|
|
|
7,057
|
|
State and municipal securities
|
—
|
|
|
3,106
|
|
|
—
|
|
|
3,106
|
|
|
All other residential mortgage-backed
securities
|
—
|
|
|
6,111
|
|
|
—
|
|
|
6,111
|
|
|
Other investments
|
—
|
|
|
124
|
|
|
—
|
|
|
124
|
|
|
Total trading securities
|
—
|
|
|
16,398
|
|
|
—
|
|
|
16,398
|
|
|
Mortgage loans held for sale
|
—
|
|
|
96,837
|
|
|
—
|
|
|
96,837
|
|
|
Investment securities available for sale:
|
|
|
|
|
|
|
|
|||||
U.S. Treasury securities
|
357
|
|
|
—
|
|
|
—
|
|
|
357
|
|
|
U.S. Government agency securities
|
—
|
|
|
39,819
|
|
|
—
|
|
|
39,819
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
—
|
|
|
643,108
|
|
|
—
|
|
|
643,108
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
—
|
|
|
205,127
|
|
|
—
|
|
|
205,127
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
—
|
|
|
2,162,976
|
|
|
—
|
|
|
2,162,976
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
—
|
|
|
630,565
|
|
|
—
|
|
|
630,565
|
|
|
State and municipal securities
|
—
|
|
|
23,213
|
|
|
—
|
|
|
23,213
|
|
|
Equity securities
|
2,753
|
|
|
—
|
|
|
890
|
|
|
3,643
|
|
|
Other investments
(1)
|
—
|
|
|
—
|
|
|
4,195
|
|
|
4,195
|
|
|
Total investment securities available for sale
|
3,110
|
|
|
3,704,808
|
|
|
5,085
|
|
|
3,713,003
|
|
|
Private equity investments
|
—
|
|
|
836
|
|
|
22,568
|
|
|
23,404
|
|
|
Mutual funds held in Rabbi Trusts
|
10,525
|
|
|
—
|
|
|
—
|
|
|
10,525
|
|
|
Derivative assets:
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
—
|
|
|
75,378
|
|
|
—
|
|
|
75,378
|
|
|
Mortgage derivatives
|
—
|
|
|
1,672
|
|
|
—
|
|
|
1,672
|
|
|
Total derivative assets
|
—
|
|
|
77,050
|
|
|
—
|
|
|
77,050
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
—
|
|
|
76,715
|
|
|
—
|
|
|
76,715
|
|
|
Visa derivative
|
—
|
|
|
—
|
|
|
1,719
|
|
|
1,719
|
|
|
Total derivative liabilities
|
$
|
—
|
|
|
76,715
|
|
|
1,719
|
|
|
78,434
|
|
|
|
|
|
|
|
|
|
|||||
|
December 31, 2011
|
|||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Assets 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
|
|
|
|
|
|
|
|
|
|
Net gains (losses) from fair value changes
|
|
|
|
|
|||
|
|
For the Three Months Ended March 31,
|
|||||
(in thousands)
|
|
2012
|
|
2011
|
|||
Mortgage loans held for sale
|
|
$
|
(2,708
|
)
|
|
3,103
|
|
|
|
|
|
|
Mortgage Loans Held for Sale
|
|
|
|
|
|||
(in thousands)
|
|
As of March 31, 2012
|
|
As of December 31, 2011
|
|||
Aggregate fair value
|
|
$
|
96,837
|
|
|
161,509
|
|
Unpaid principal balance
|
|
95,353
|
|
|
157,316
|
|
|
Aggregate fair value less aggregate unpaid principal balance
|
|
$
|
1,484
|
|
|
4,193
|
|
|
|
|
|
|
|
2012
|
|||||||||
(in thousands)
|
Investment Securities Available for Sale
|
|
Private Equity Investments
|
|
Other Derivative
Liability Contracts
(3)
|
|||||
Beginning balance, January 1, 2012
|
$
|
6,842
|
|
|
21,418
|
|
|
(7,242
|
)
|
|
Total gains (losses) realized/unrealized:
|
|
|
|
|
|
|||||
Included in earnings
(1)
|
(450
|
)
|
|
93
|
|
|
(2,979
|
)
|
||
Unrealized gains (losses) included in other comprehensive income
|
(806
|
)
|
|
—
|
|
|
—
|
|
||
Purchases
|
—
|
|
|
1,057
|
|
(2
|
)
|
—
|
|
|
Settlements
|
—
|
|
|
—
|
|
|
10,353
|
|
||
Transfers in or (out of) Level 3
|
(501
|
)
|
|
—
|
|
|
(1,851
|
)
|
||
Ending balance, March 31, 2012
|
$
|
5,085
|
|
|
22,568
|
|
|
(1,719
|
)
|
|
The amount of total net gains (losses) for the three months
included in earnings attributable to the change
in unrealized gains (losses) relating to assets and liabilities remaining at March 31, 2012
|
$
|
(450
|
)
|
|
93
|
|
|
(2,979
|
)
|
|
|
|
|
|
|
|
|||||
|
2011
|
|||||||||
(in thousands)
|
Investment Securities Available for Sale
|
|
Private Equity Investments
|
|
Other Derivative
Contracts, Net
(4)
|
|||||
Beginning balance, January 1, 2011
|
$
|
10,622
|
|
|
47,357
|
|
|
(4,180
|
)
|
|
Total gains (losses) realized/unrealized:
|
|
|
|
|
|
|||||
Included in earnings
(1)
|
1,000
|
|
|
132
|
|
|
104
|
|
||
Unrealized gains (losses) included in other comprehensive income
|
(829
|
)
|
|
—
|
|
|
—
|
|
||
Change from consolidated to equity method investment
|
—
|
|
|
(27,291
|
)
|
|
—
|
|
||
Ending balance, March 31, 2011
|
$
|
10,793
|
|
|
20,198
|
|
|
(4,076
|
)
|
|
The amount of total net gains (losses) for the three months
included in earnings attributable to the change
in unrealized gains (losses) relating to assets still
held at March 31, 2011
|
$
|
1,000
|
|
|
132
|
|
|
104
|
|
|
|
|
|
|
|
|
|
March 31, 2012
|
|
Fair Value Adjustments for the Three Months Ended March 31, 2012
|
|||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|||||
Collateral dependent impaired loans
|
$
|
—
|
|
|
—
|
|
|
603,036
|
|
|
32,807
|
|
Other loans held for sale
|
—
|
|
|
—
|
|
|
508
|
|
|
102
|
|
|
Other real estate
|
—
|
|
|
—
|
|
|
80,377
|
|
|
15,474
|
|
|
Other assets held for sale
|
—
|
|
|
—
|
|
|
5,508
|
|
|
914
|
|
|
|
|
|
|
|
|
|
|
|||||
|
December 31, 2011
|
|
Fair Value Adjustments for the Twelve Months Ended December 31, 2011
|
|||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|||||
Collateral dependent impaired loans
|
$
|
—
|
|
|
—
|
|
|
523,288
|
|
|
99,762
|
|
Other loans held for sale
|
—
|
|
|
—
|
|
|
2,841
|
|
|
1,659
|
|
|
Other real estate
|
—
|
|
|
—
|
|
|
112,164
|
|
|
53,876
|
|
|
Other assets held for sale
|
—
|
|
|
—
|
|
|
16,254
|
|
|
5,345
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2012
|
||||||
(dollars in thousands)
|
|
Level 3 Fair Value
|
|
Valuation Technique
|
Significant Unobservable Input
|
Range (Weighted Average)
|
||
Assets measured at fair value on a recurring basis
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Equity securities
|
|
$
|
890
|
|
|
Individual analysis of each investment
|
Multiple data points, including, but not limited to evaluation of past and projected business performance
|
N/A
|
|
|
|
|
|
|
|
||
Other investments:
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Corporate bonds
|
|
$
|
1,002
|
|
|
Discounted cash flow
|
Credit spread embedded in discount rate
|
500-700 bps (633 bps)
|
|
|
|
|
|
Discount for lack of marketability
(a)
|
0-10% (0%)
|
||
|
|
|
|
|
|
|
||
Trust preferred securities
|
|
$
|
3,193
|
|
|
Discounted cash flow
|
Credit spread embedded in discount rate
|
228-755 bps (565 bps)
|
|
|
|
|
|
Discount for lack of marketability
(a)
|
0-10% (0%)
|
||
|
|
|
|
|
|
|
||
Private equity investments
|
|
$
|
22,568
|
|
|
Individual analysis of each investment
|
Multiple data points, including, but not limited to, recently executed financial transactions related to investee companies, evaluation of past and projected business performance, including EBITDA and revenue multiples
|
N/A
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Visa derivative liability
|
|
$
|
(1,719
|
)
|
|
Probability model
|
Probability-weighted potential outcomes of the Covered Litigation and the fees payable to the counterparty
|
$400 thousand to $3.1 million ($1.7 million)
|
|
|
|
|
|
|
|
|
|
March 31, 2012
|
||||||
(dollars in thousands)
|
|
Level 3 Fair Value
|
|
Valuation Technique
|
Significant Unobservable Input
|
Range (Weighted Average)
|
||
Assets measured at fair value on a non-recurring basis
|
|
|
|
|
|
|
||
Impaired loans
|
|
$
|
603,036
|
|
|
Third party appraised value of collateral less estimated selling costs
|
Appraised value
|
N/A
|
|
|
|
|
|
Estimated selling costs
|
0% - 10% (7%)
|
||
|
|
|
|
|
|
|
||
Other loans held for sale
|
|
$
|
508
|
|
|
Third party appraised value of collateral less estimated selling costs
|
Appraised value
|
N/A
|
|
|
|
|
|
Estimated selling costs
|
0% - 10% (7%)
|
||
|
|
|
|
|
|
|
||
Other real estate
|
|
$
|
80,377
|
|
|
Third party appraised value of collateral less estimated selling costs
|
Appraised value
|
N/A
|
|
|
|
|
|
Estimated selling costs
|
0% - 10% (7%)
|
||
|
|
|
|
|
|
|
||
Other assets held for sale
|
|
$
|
5,508
|
|
|
Third party appraised value of collateral less estimated selling costs or BOV
|
Appraised value
|
N/A
|
|
|
|
|
|
Estimated selling costs
|
0% - 10% (7%)
|
|
March 31, 2012
|
||||||||||||||
(in thousands)
|
Carrying Value
|
|
Estimated Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
485,074
|
|
|
485,074
|
|
|
485,074
|
|
|
—
|
|
|
—
|
|
Interest bearing funds with Federal Reserve Bank
|
1,781,002
|
|
|
1,781,002
|
|
|
1,781,002
|
|
|
—
|
|
|
—
|
|
|
Interest earning deposits with banks
|
11,963
|
|
|
11,963
|
|
|
11,963
|
|
|
—
|
|
|
—
|
|
|
Federal funds sold and securities purchased under resale agreements
|
123,676
|
|
|
123,676
|
|
|
123,676
|
|
|
—
|
|
|
—
|
|
|
Trading account assets
|
16,398
|
|
|
16,398
|
|
|
—
|
|
|
16,398
|
|
|
—
|
|
|
Mortgage loans held for sale
|
96,837
|
|
|
96,837
|
|
|
—
|
|
|
96,837
|
|
|
—
|
|
|
Other loans held for sale
|
19,610
|
|
|
19,610
|
|
|
—
|
|
|
—
|
|
|
19,610
|
|
|
Investment securities available for sale
|
3,713,003
|
|
|
3,713,003
|
|
|
3,110
|
|
|
3,704,808
|
|
|
5,085
|
|
|
Private equity investments
|
23,404
|
|
|
23,404
|
|
|
—
|
|
|
836
|
|
|
22,568
|
|
|
Loans, net
|
19,335,904
|
|
|
19,465,421
|
|
|
—
|
|
|
—
|
|
|
19,465,421
|
|
|
Derivative asset positions
|
77,050
|
|
|
77,050
|
|
|
—
|
|
|
77,050
|
|
|
—
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||
Non-interest bearing deposits
|
$
|
5,535,844
|
|
|
5,535,844
|
|
|
—
|
|
|
5,535,844
|
|
|
—
|
|
Interest bearing deposits
|
16,601,858
|
|
|
16,744,471
|
|
|
—
|
|
|
16,744,471
|
|
|
—
|
|
|
Federal funds purchased and other
short-term borrowings
|
315,857
|
|
|
315,857
|
|
|
—
|
|
|
315,857
|
|
|
—
|
|
|
Long-term debt
|
1,351,823
|
|
|
1,330,933
|
|
|
—
|
|
|
1,330,933
|
|
|
—
|
|
|
Derivative liability positions
|
78,434
|
|
|
78,434
|
|
|
—
|
|
|
76,715
|
|
|
1,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
||||
(in thousands)
|
Carrying Value
|
|
Estimated Fair Value
|
||
Financial assets
|
|
|
|
||
Cash and cash equivalents
|
510,423
|
|
|
510,423
|
|
Interest bearing funds with Federal Reserve Bank
|
1,567,006
|
|
|
1,567,006
|
|
Interest earning deposits with banks
|
13,590
|
|
|
13,590
|
|
Federal funds sold and securities purchased under resale agreements
|
158,916
|
|
|
158,916
|
|
Trading account assets
|
16,866
|
|
|
16,866
|
|
Mortgage loans held for sale
|
161,509
|
|
|
161,509
|
|
Other loans held for sale
|
30,156
|
|
|
30,156
|
|
Investment securities available for sale
|
3,690,125
|
|
|
3,690,125
|
|
Private equity investments
|
22,015
|
|
|
22,015
|
|
Loans, net
|
19,543,319
|
|
|
19,621,279
|
|
Derivative asset positions
|
84,923
|
|
|
84,923
|
|
Financial liabilities
|
|
|
|
||
Non-interest bearing deposits
|
5,366,868
|
|
|
5,366,868
|
|
Interest bearing deposits
|
17,044,884
|
|
|
17,092,784
|
|
Federal funds purchased and other short-term borrowings
|
313,757
|
|
|
313,757
|
|
Long-term debt
|
1,364,727
|
|
|
1,302,560
|
|
Derivative liability positions
|
96,574
|
|
|
96,574
|
|
|
|
|
|
|
Fair Value of Derivative Assets
|
|
Fair Value of Derivative Liabilities
|
|||||||||||||
|
|
|
March 31,
|
|
|
|
March 31,
|
|||||||||
(in thousands)
|
Location on Consolidated Balance Sheet
|
|
2012
|
|
2011
|
|
Location on Consolidated Balance Sheet
|
|
2012
|
|
2011
|
|||||
Derivatives Designated as
Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash flow hedges
|
Other assets
|
|
$
|
—
|
|
|
1,095
|
|
|
Other liabilities
|
|
—
|
|
|
—
|
|
Total derivatives
designated as hedging
instruments
|
|
|
$
|
—
|
|
|
1,095
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Derivatives Not Designated
as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
Other assets
|
|
$
|
75,378
|
|
|
71,780
|
|
|
Other liabilities
|
|
76,715
|
|
|
74,726
|
|
Mortgage derivatives
|
Other assets
|
|
1,672
|
|
|
1,399
|
|
|
Other liabilities
|
|
|
|
|
555
|
|
|
Visa Derivative
|
Other assets
|
|
—
|
|
|
—
|
|
|
Other liabilities
|
|
1,719
|
|
|
5,475
|
|
|
Total derivatives not
designated as hedging
instruments
|
|
|
$
|
77,050
|
|
|
73,179
|
|
|
|
|
78,434
|
|
|
80,756
|
|
Total derivatives
|
|
|
$
|
77,050
|
|
|
74,274
|
|
|
|
|
78,434
|
|
|
80,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain
|
|
Location of
|
|
Amount of Gain
|
|
|
|
|
|||||||||||||||
|
(Loss) Recognized
|
|
Gain (Loss)
|
|
(Loss) Reclassified
|
|
Location of
|
|
Amount of Gain (Loss)
|
|||||||||||||||
|
in OCI
|
|
Reclassified
|
|
from OCI into Income
|
|
Gain (Loss)
|
|
Recognized in Income
|
|||||||||||||||
|
Effective Portion
|
|
from OCI
|
|
Effective Portion
|
|
Recognized
|
|
Ineffective Portion
|
|||||||||||||||
|
Three Months Ended March 31,
|
|
into Income
|
|
Three Months Ended March 31,
|
|
in Income
|
|
Three Months Ended March 31,
|
|||||||||||||||
|
|
Effective
|
|
|
Ineffective
|
|
||||||||||||||||||
(in thousands
)
|
2012
|
|
2011
|
|
Portion
|
|
2012
|
|
2011
|
|
Portion
|
|
2012
|
|
2011
|
|||||||||
Interest rate contracts
|
$
|
(638
|
)
|
|
(1,316
|
)
|
|
Interest
Income
|
|
$
|
497
|
|
|
2,588
|
|
|
Other
Non-interest
Income
|
|
$
|
—
|
|
|
(11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
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
|
|
Three Months Ended March 31,
|
|
Recognized in
|
|
|
|||||||||
|
|
on
|
|
|
Income on
|
|
Three Months Ended March 31,
|
||||||||||
(in thousands)
|
|
Derivative
|
|
2012
|
|
2011
|
|
Hedged Item
|
|
2012
|
|
2011
|
|||||
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
(1)
|
|
Other Non-
Interest Income
|
|
$
|
1,112
|
|
|
19
|
|
|
Other Non-
Interest Income |
|
—
|
|
|
—
|
|
Mortgage derivatives
(2)
|
|
Mortgage
Banking Income
|
|
1,768
|
|
|
1,333
|
|
|
|
|
|
|
|
|||
Total
|
|
|
|
$
|
2,880
|
|
|
1,352
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands, except per share data)
|
2012
|
|
2011
|
||||
Basic Earnings (Loss) Per Share
|
|
|
|
|
|||
Net income (loss) available to common shareholders
|
$
|
21,369
|
|
|
(93,654
|
)
|
|
Weighted average number of common shares
|
786,135
|
|
|
785,243
|
|
|
|
Basic earnings (loss) per share
|
$
|
0.03
|
|
|
(0.12
|
)
|
|
|
|
|
|
|
|||
Diluted Earnings (Loss) Per Share
|
|
|
|
|
|||
Net income (loss) available to common shareholders
|
$
|
21,369
|
|
|
(93,654
|
)
|
|
|
|
|
|
|
|||
Weighted average number of common shares
|
786,135
|
|
|
785,243
|
|
|
|
Add:
|
|
|
|
|
|||
Effect of diluted share based awards
|
2
|
|
|
—
|
|
(a)
|
|
Effect of tMEDS settlement
|
122,849
|
|
|
—
|
|
(a)
|
|
Weighted average number of diluted common shares
|
908,986
|
|
|
785,243
|
|
|
|
Diluted earnings (loss) per share
|
$
|
0.02
|
|
|
(0.12
|
)
|
|
|
|
|
|
|
(in thousands)
|
2012
|
|
2011
|
|||
Balance at January 1,
|
$
|
821,429
|
|
|
774,961
|
|
Increase / (decrease) in valuation allowance
|
(4,181
|
)
|
|
43,906
|
|
|
Balance at March 31,
|
$
|
817,248
|
|
|
818,867
|
|
|
|
|
|
(in thousands)
|
2012
|
|
2011
|
|||
Balance at January 1,
|
$
|
5,985
|
|
|
6,315
|
|
Additions based on income tax positions related to current year
|
57
|
|
|
70
|
|
|
Additions for income tax positions of prior years
|
—
|
|
|
—
|
|
|
Reductions for income tax positions of prior years
|
(343
|
)
|
|
(415
|
)
|
|
Settlements
|
—
|
|
|
—
|
|
|
Balance at March 31,
|
$
|
5,699
|
|
|
5,970
|
|
|
|
|
|
(1)
|
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;
|
(2)
|
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;
|
(3)
|
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;
|
(4)
|
the impact on our borrowing costs, capital costs and our liquidity due to further adverse changes in our credit ratings;
|
(5)
|
the risk that our allowance for loan losses may prove to be inadequate or may be negatively affected by credit risk exposures;
|
(6)
|
the concentration of our non-performing assets by loan type, in certain geographic regions and with affiliated borrowing groups;
|
(7)
|
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;
|
(8)
|
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;
|
(9)
|
future availability and cost of additional capital and liquidity on favorable terms, if at all;
|
(10)
|
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;
|
(11)
|
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;
|
(12)
|
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;
|
(13)
|
the risk that we could have an “ownership change” under Section 382 of the IRC, 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;
|
(14)
|
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 Series A preferred stock issued under the CPP;
|
(15)
|
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;
|
(16)
|
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;
|
(17)
|
the risk that our enterprise risk management framework may not identify or address risks adequately, which may result in unexpected losses;
|
(18)
|
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;
|
(19)
|
the costs and effects of litigation, investigations, inquiries or similar matters, or adverse facts and developments related thereto;
|
(20)
|
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;
|
(21)
|
the effects of any damages to Synovus' reputation resulting from developments related to any of the items identified above; and
|
(22)
|
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 Synovus' 2011 Form 10-K.
|
|
|
Three Months Ended March 31,
|
|||||||||
(dollars in thousands, except per share data)
|
|
2012
|
|
2011
|
|
Change
|
|||||
Net Interest income
|
|
$
|
220,959
|
|
|
237,434
|
|
|
(6.9
|
)%
|
|
Provision for loan losses
|
|
66,049
|
|
|
141,746
|
|
|
(53.4
|
)
|
||
Non-interest income
|
|
84,139
|
|
|
64,164
|
|
|
31.1
|
|
||
Non-interest expense
|
|
203,133
|
|
|
239,716
|
|
|
(15.3
|
)
|
||
Core Expenses
(1)
|
|
174,447
|
|
|
179,631
|
|
|
(2.9
|
)
|
||
Income (loss) before income taxes
|
|
35,916
|
|
|
(79,864
|
)
|
|
nm
|
|
||
Pre-tax, pre-credit costs income
(1)
|
|
110,568
|
|
121,963
|
|
120,547
|
|
|
(8.3
|
)
|
|
Net income (loss) available to controlling interest
|
|
35,993
|
|
|
(79,188
|
)
|
|
nm
|
|
||
Net income (loss) available to common shareholders
|
|
21,369
|
|
|
(93,654
|
)
|
|
nm
|
|
||
Earnings per common share:
|
|
|
|
|
|
|
|
||||
Net Income (loss) available to common shareholders, basic
|
|
0.03
|
|
|
(0.12
|
)
|
|
nm
|
|
||
Net income (loss) available to common shareholders, diluted
|
|
$
|
0.02
|
|
|
(0.12
|
)
|
|
nm
|
|
|
|
|
|
|
|
|
|
|||||
|
|
March 31, 2012
|
|
December 31, 2011
|
|
Sequential Quarter Change
|
|||||
(dollars in thousands, except per share data)
|
|
|
|||||||||
Loans, net of deferred fees and costs
|
|
$
|
19,843,698
|
|
|
20,079,813
|
|
|
(1.2
|
)%
|
|
Total deposits
|
|
22,137,702
|
|
|
22,411,752
|
|
|
(1.2
|
)
|
||
Core deposits
(1)
|
|
20,730,993
|
|
|
20,628,578
|
|
|
0.5
|
|
||
Core deposits excluding time deposits
(1)
|
|
16,428,701
|
|
|
16,037,414
|
|
|
2.4
|
|
||
|
|
|
|
|
|
|
|||||
Net interest margin
|
|
3.55
|
%
|
|
3.52
|
|
|
3 bps
|
|
||
Non-performing assets ratio
|
|
5.26
|
|
|
5.50
|
|
|
(24
|
)
|
||
Past dues over 90 days
|
|
0.04
|
|
|
0.07
|
|
|
(3
|
)
|
||
Net charge-off ratio
|
|
1.90
|
|
|
2.26
|
|
|
(36
|
)
|
||
|
|
|
|
|
|
|
|||||
Tier 1 capital
|
|
$
|
2,799,794
|
|
|
2,780,774
|
|
|
0.7
|
%
|
|
Tier 1 common equity
|
|
1,840,997
|
|
|
1,824,493
|
|
|
0.9
|
|
||
Total risk-based capital
|
|
3,518,230
|
|
|
3,544,089
|
|
|
(0.7
|
)
|
||
Tier 1 capital ratio
|
|
13.19
|
%
|
|
12.94
|
|
|
25 bps
|
|
||
Tier 1 common equity ratio
|
|
8.67
|
|
|
8.49
|
|
|
18
|
|
||
Total risk-based capital ratio
|
|
16.57
|
|
|
16.49
|
|
|
8
|
|
||
Total shareholders’ equity to total assets ratio
(2)
|
|
10.43
|
|
|
10.41
|
|
|
2
|
|
||
Tangible common equity to tangible assets ratio
(1)
|
|
6.81
|
|
|
6.81
|
|
|
—
|
|
Tangible common equity to risk-weighted assets ratio
(1)
|
|
8.67
|
|
|
8.60
|
|
|
7
|
|
||
Tangible book value per common share
(1)
(3) (4)
|
|
2.01
|
|
|
2.02
|
|
|
(0.5
|
)%
|
||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
March 31, 2012
|
|
March 31, 2011
|
|
Year Over Year Change
|
|||||
(dollars in thousands, except per share data)
|
|
||||||||||
Loans, net of deferred fees and costs
|
|
$
|
19,843,698
|
|
|
20,997,422
|
|
|
(5.5
|
)%
|
|
Total deposits
|
|
22,137,702
|
|
|
23,205,879
|
|
|
(4.6
|
)
|
||
Core deposits
(1)
|
|
20,730,993
|
|
|
20,227,264
|
|
|
2.5
|
|
||
Core deposits excluding time deposits
(1)
|
|
16,428,701
|
|
|
15,019,895
|
|
|
9.4
|
|
||
|
|
|
|
|
|
|
|||||
Net interest margin
|
|
3.55
|
|
|
3.52
|
|
|
3 bps
|
|
||
Non-performing assets ratio
|
|
5.26
|
|
|
5.97
|
|
|
71
|
|
||
Past due over 90 days
|
|
0.04
|
|
|
0.05
|
|
|
(1
|
)
|
||
Net charge-off ratio
|
|
1.90
|
|
|
3.12
|
|
|
(122
|
)
|
||
|
|
|
|
|
|
|
|||||
Tier 1 capital
|
|
$
|
2,799,794
|
|
|
2,812,101
|
|
|
(0.4
|
)%
|
|
Tier 1 common equity
|
|
1,840,997
|
|
|
1,863,141
|
|
|
(1.2
|
)
|
||
Total risk-based capital
|
|
3,518,230
|
|
|
3,591,466
|
|
|
(2.0
|
)
|
||
Tier 1 capital ratio
|
|
13.19
|
%
|
|
12.78
|
|
|
41 bps
|
|
||
Tier 1 common equity ratio
|
|
8.67
|
|
|
8.47
|
|
|
20
|
|
||
Total risk-based capital ratio
|
|
16.57
|
|
|
16.32
|
|
|
25
|
|
||
Total shareholders’ equity to total assets ratio
(2)
|
|
10.43
|
|
|
10.05
|
|
|
38
|
|
||
Tangible common equity to tangible assets ratio
(1)
|
|
6.81
|
|
|
6.66
|
|
|
15
|
|
||
Tangible common equity to risk-weighted assets ratio
(1)
|
|
8.67
|
|
|
8.67
|
|
|
—
|
|
||
Tangible book value per common share
(1)
(3) (4)
|
|
2.01
|
|
|
2.10
|
|
|
(4.3
|
)%
|
||
|
|
|
|
|
|
|
(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).
|
|
|
Total Loans
|
|
|
|
Total Loans
|
|
|
|||||||||
(dollars in thousands)
|
|
March 31,
2012 |
|
December 31,
2011 |
|
March 31, 2012 vs. December 31, 2011 % Change
(1)
|
|
March 31, 2011
|
|
March 31, 2012 vs. March 31, 2011 % Change
|
|||||||
Investment properties
|
|
$
|
4,446,808
|
|
|
4,557,313
|
|
|
(9.8
|
)%
|
|
$
|
4,913,563
|
|
|
(9.5
|
)%
|
1-4 family properties
|
|
1,554,156
|
|
|
1,618,484
|
|
|
(16.0
|
)
|
|
1,954,600
|
|
|
(20.5
|
)
|
||
Land acquisition
|
|
1,049,547
|
|
|
1,094,821
|
|
|
(16.6
|
)
|
|
1,196,310
|
|
|
(12.3
|
)
|
||
Total commercial real estate
|
|
7,050,511
|
|
|
7,270,618
|
|
|
(12.2
|
)
|
|
8,064,473
|
|
|
(12.6
|
)
|
||
Commercial and industrial
|
|
8,935,733
|
|
|
8,941,274
|
|
|
(0.2
|
)
|
|
9,064,578
|
|
|
(1.4
|
)
|
||
Home equity lines
|
|
1,595,675
|
|
|
1,619,585
|
|
|
(5.9
|
)
|
|
1,617,842
|
|
|
(1.4
|
)
|
||
Consumer mortgages
|
|
1,390,126
|
|
|
1,411,749
|
|
|
(6.2
|
)
|
|
1,453,568
|
|
|
(4.4
|
)
|
||
Credit cards
|
|
264,470
|
|
|
273,098
|
|
|
(12.7
|
)
|
|
272,519
|
|
|
(3.0
|
)
|
||
Other retail loans
|
|
618,487
|
|
|
575,475
|
|
|
29.9
|
|
|
533,337
|
|
|
16.0
|
|
||
Total retail
|
|
3,868,758
|
|
|
3,879,907
|
|
|
(1.2
|
)
|
|
3,877,266
|
|
|
(0.2
|
)
|
||
Total loans
|
|
19,855,002
|
|
|
20,091,799
|
|
|
(4.7
|
)
|
|
21,006,317
|
|
|
(5.5
|
)
|
||
Deferred fees and costs, net
|
|
(11,304
|
)
|
|
(11,986
|
)
|
|
(22.9
|
)
|
|
(8,895
|
)
|
|
27.1
|
|
||
Total loans, net of deferred fees and costs
|
|
$
|
19,843,698
|
|
|
20,079,813
|
|
|
(4.7
|
)
|
|
$
|
20,997,422
|
|
|
(5.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Percent changes are annualized
|
(2)
|
Loan balances in each category expressed as a percentage of total loans, net of deferred fees and costs.
|
|
March 31, 2012
|
|||||
(dollars in thousands)
|
Residential C&D and Land Acquisition Total Loans
|
|
% of Total Residential C&D and Land Acquisition Portfolio
|
|||
Georgia
(1)
|
$
|
897,027
|
|
|
54.4
|
%
|
Florida
|
209,599
|
|
|
12.7
|
%
|
|
South Carolina
|
302,806
|
|
|
18.4
|
%
|
|
Tennessee
|
28,540
|
|
|
1.8
|
%
|
|
Alabama
|
209,911
|
|
|
12.7
|
%
|
|
Total
|
$
|
1,647,883
|
|
|
100.0
|
%
|
NPL Inflows by Portfolio Type
|
||||||||||||||||
|
Three Months Ended
|
|
||||||||||||||
(in thousands)
|
March 31,
2012 |
|
December 31,
2011 |
|
September 30,
2011 |
|
June 30,
2011 |
|
March 31,
2011 |
|
||||||
Investment properties
|
$
|
14,418
|
|
|
19,046
|
|
|
31,630
|
|
|
27,226
|
|
|
80,147
|
|
|
1-4 family properties
|
26,941
|
|
|
39,293
|
|
|
30,163
|
|
|
69,032
|
|
|
52,789
|
|
|
|
Land acquisition
|
39,454
|
|
|
27,840
|
|
|
62,856
|
|
|
40,783
|
|
|
65,707
|
|
|
|
Total commercial real estate
|
80,813
|
|
|
86,179
|
|
|
124,649
|
|
|
137,041
|
|
|
198,643
|
|
|
|
Commercial and industrial
|
37,900
|
|
|
77,086
|
|
|
74,112
|
|
|
64,288
|
|
|
75,625
|
|
|
|
Retail
|
20,875
|
|
|
25,916
|
|
|
23,198
|
|
|
29,797
|
|
|
32,268
|
|
|
|
Total
|
$
|
139,588
|
|
|
189,181
|
|
|
221,958
|
|
|
231,126
|
|
|
306,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(dollars in thousands)
|
|
Total Loans
|
|
% of Total Loans Outstanding
|
|
Total Non-performing Loans
|
|
% Total Non-performing Loans
|
|||||
Investment properties
|
|
$
|
4,446,808
|
|
|
22.4
|
%
|
|
79,143
|
|
|
9.5
|
%
|
1-4 family properties
|
|
1,554,156
|
|
|
7.8
|
%
|
|
178,415
|
|
|
21.3
|
%
|
|
Land acquisition
|
|
1,049,547
|
|
|
5.3
|
%
|
|
242,950
|
|
|
29.1
|
%
|
|
Total commercial real estate
|
|
7,050,511
|
|
|
35.5
|
%
|
|
500,508
|
|
|
59.9
|
%
|
|
Commercial and industrial loans
|
|
8,935,733
|
|
|
45.0
|
%
|
|
253,740
|
|
|
30.4
|
%
|
|
Home equity lines
|
|
1,595,675
|
|
|
8.0
|
%
|
|
24,795
|
|
|
2.9
|
%
|
|
Consumer mortgages
|
|
1,390,126
|
|
|
7.0
|
%
|
|
50,944
|
|
|
6.1
|
%
|
|
Credit cards
|
|
264,470
|
|
|
1.3
|
%
|
|
—
|
|
|
—
|
%
|
|
Other retail loans
|
|
618,487
|
|
|
3.1
|
%
|
|
6,052
|
|
|
0.7
|
%
|
|
Total retail
|
|
3,868,758
|
|
|
19.4
|
%
|
|
81,791
|
|
|
9.8
|
%
|
|
Deferred fees and costs, net
|
|
(11,304
|
)
|
|
(0.1
|
)%
|
|
—
|
|
|
—
|
%
|
|
Total
|
|
$
|
19,843,698
|
|
|
100.0
|
%
|
|
836,039
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2012
|
|||||
(dollars in thousands)
|
|
Residential C&D and Land Acquisition NPLs
|
|
% of Total Residential C&D and Land Acquistion NPLs
|
|||
Georgia
(1)
|
|
$
|
202,047
|
|
|
55.5
|
%
|
Florida
|
|
74,376
|
|
|
20.4
|
%
|
|
South Carolina
|
|
61,042
|
|
|
16.8
|
%
|
|
Tennessee
|
|
2,058
|
|
|
0.6
|
%
|
|
Alabama
|
|
24,231
|
|
|
6.7
|
%
|
|
Total
|
|
$
|
363,754
|
|
|
100.0
|
%
|
|
|
|
|
|
Net Charge-offs by Geography
|
|
|
|||||
|
|
Three Months Ended March 31,
|
|||||
(in thousands)
|
|
2012
|
|
2011
|
|||
Georgia
(1)
|
|
$
|
53,062
|
|
|
73,098
|
|
Florida
|
|
23,709
|
|
|
31,855
|
|
|
South Carolina
|
|
8,760
|
|
|
47,932
|
|
|
Tennessee
|
|
2,658
|
|
|
4,914
|
|
|
Alabama
|
|
6,560
|
|
|
9,068
|
|
|
Total
|
|
$
|
94,749
|
|
|
166,867
|
|
|
|
|
|
|
Net Charge-offs by Loan Type
|
|
|
|||||
|
|
Three Months Ended March 31,
|
|||||
(in thousands)
|
|
2012
|
|
2011
|
|||
Investment properties
|
|
$
|
17,467
|
|
|
38,001
|
|
1-4 family properties
|
|
16,324
|
|
|
44,060
|
|
|
Land for future development
|
|
14,166
|
|
|
26,098
|
|
|
Total commercial real estate
|
|
47,957
|
|
|
108,159
|
|
|
Commercial and industrial
|
|
33,804
|
|
|
38,330
|
|
|
Retail
|
|
12,988
|
|
|
20,378
|
|
|
Total
|
|
$
|
94,749
|
|
|
166,867
|
|
|
|
|
|
|
(dollars in thousands)
|
|
March 31, 2012
|
|
December 31, 2011
|
|
September 30, 2011
|
|
June 30, 2011
|
|
March 31, 2011
|
||||||
Non-performing loans
(1)
|
|
$
|
836,039
|
|
|
883,021
|
|
|
872,074
|
|
|
885,236
|
|
|
895,726
|
|
Impaired loans held for sale
(2)
|
|
18,317
|
|
|
30,156
|
|
|
53,074
|
|
|
89,139
|
|
|
110,436
|
|
|
Other real estate
|
|
201,429
|
|
|
204,232
|
|
|
239,255
|
|
|
244,313
|
|
|
269,314
|
|
|
Non-performing assets
(3)
|
|
$
|
1,055,785
|
|
|
1,117,409
|
|
|
1,164,403
|
|
|
1,218,688
|
|
|
1,275,476
|
|
Net charge-offs
|
|
94,749
|
|
|
113,454
|
|
|
138,343
|
|
|
167,184
|
|
|
166,867
|
|
|
Net charge-offs/average loans
|
|
1.90
|
%
|
|
2.26
|
|
|
2.72
|
|
|
3.22
|
|
|
3.12
|
|
|
Loans 90 days past due and still accruing
|
|
$
|
8,388
|
|
|
14,520
|
|
|
26,860
|
|
|
23,235
|
|
|
10,490
|
|
As a % of loans
|
|
0.04
|
%
|
|
0.07
|
|
|
0.13
|
|
|
0.11
|
|
|
0.05
|
|
|
Total past due loans and still accruing
|
|
$
|
144,794
|
|
|
149,442
|
|
|
199,561
|
|
|
199,804
|
|
|
201,754
|
|
As a % of loans
|
|
0.73
|
%
|
|
0.74
|
|
|
0.99
|
|
|
0.97
|
|
|
0.96
|
|
|
Restructured loans (accruing)
|
|
$
|
651,239
|
|
|
668,472
|
|
|
640,324
|
|
|
551,603
|
|
|
545,416
|
|
Allowance for loan losses
|
|
507,794
|
|
|
536,494
|
|
|
595,383
|
|
|
631,401
|
|
|
678,426
|
|
|
Allowance for loan losses as a % of loans
|
|
2.56
|
%
|
|
2.67
|
|
|
2.96
|
|
|
3.08
|
|
|
3.23
|
|
|
Non-performing loans as a % of total loans
|
|
4.21
|
%
|
|
4.40
|
|
|
4.34
|
|
|
4.32
|
|
|
4.27
|
|
|
Non-performing assets as a % of total loans, other loans held for sale, and ORE
|
|
5.26
|
%
|
|
5.50
|
|
|
5.71
|
|
|
5.85
|
|
|
5.97
|
|
|
Allowance to non-performing loans
|
|
60.74
|
%
|
|
60.76
|
|
|
68.27
|
|
|
71.33
|
|
|
75.74
|
|
|
Collateral-dependent impaired loans
(4)
|
|
$
|
588,976
|
|
|
620,910
|
|
|
612,445
|
|
|
624,322
|
|
|
636,033
|
|
|
|
|
|
|
|
|
|
|
|
|
Composition of Deposits
|
||||||||||||||||
(dollars in thousands)
|
|
March 31, 2012
|
|
December 31, 2011
|
|
September 30, 2011
|
|
June 30, 2011
|
|
March 31, 2011
|
||||||
Non-interest bearing demand deposits
|
|
$
|
5,535,844
|
|
|
5,366,868
|
|
|
5,249,335
|
|
|
4,877,267
|
|
|
4,698,580
|
|
Interest bearing demand deposits
|
|
3,564,409
|
|
|
3,613,060
|
|
|
3,474,852
|
|
|
3,357,195
|
|
|
3,462,259
|
|
|
Money market accounts, excluding brokered deposits
|
|
6,770,924
|
|
|
6,542,448
|
|
|
6,753,138
|
|
|
6,378,259
|
|
|
6,345,393
|
|
|
Savings deposits
|
|
557,524
|
|
|
515,038
|
|
|
522,327
|
|
|
521,798
|
|
|
513,663
|
|
|
Time deposits, excluding brokered deposits
|
|
4,302,292
|
|
|
4,591,164
|
|
|
4,952,144
|
|
|
5,049,900
|
|
|
5,207,369
|
|
|
Brokered deposits
|
|
1,406,709
|
|
|
1,783,174
|
|
|
2,157,631
|
|
|
2,690,598
|
|
|
2,978,615
|
|
|
Total deposits
|
|
22,137,702
|
|
|
22,411,752
|
|
|
23,109,427
|
|
|
22,875,017
|
|
|
23,205,879
|
|
|
Core deposits
(1)
|
|
20,730,993
|
|
|
20,628,578
|
|
|
20,951,796
|
|
|
20,184,419
|
|
|
20,227,264
|
|
|
Core deposits excluding time deposits
(1)
|
|
$
|
16,428,701
|
|
|
16,037,414
|
|
|
15,999,652
|
|
|
15,134,519
|
|
|
15,019,895
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Ratios
|
|
|
|
|
|
|||
(dollars in thousands)
|
|
March 31,
2012 |
|
December 31,
2011 |
|
|||
Tier 1 capital
|
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
$
|
2,799,794
|
|
|
2,780,774
|
|
|
Synovus Bank
|
|
3,004,937
|
|
|
2,950,329
|
|
|
|
Tier 1 common equity
|
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
1,840,997
|
|
|
1,824,493
|
|
|
|
Total risk-based capital
|
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
3,518,230
|
|
|
3,544,089
|
|
|
|
Synovus Bank
|
|
$
|
3,270,827
|
|
|
3,219,480
|
|
|
Tier 1 capital ratio
|
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
13.19
|
%
|
|
12.94
|
|
|
|
Synovus Bank
|
|
14.29
|
|
|
13.87
|
|
|
|
Tier 1 common equity ratio
|
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
8.67
|
|
|
8.49
|
|
|
|
Total risk-based capital to risk-weighted assets ratio
|
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
16.57
|
|
|
16.49
|
|
|
|
Synovus Bank
|
|
15.55
|
|
|
15.14
|
|
|
|
Leverage ratio
|
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
10.41
|
|
|
10.08
|
|
|
|
Synovus Bank
|
|
11.27
|
|
|
10.82
|
|
|
|
Tangible common equity to tangible assets ratio
(1)
|
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
6.81
|
%
|
|
6.81
|
|
|
|
|
|
|
|
|
|
Net Interest Income
|
|
Three Months Ended March 31,
|
|||||
(in thousands)
|
|
2012
|
|
2011
|
|||
Interest income
|
|
$
|
262,654
|
|
|
298,432
|
|
Taxable-equivalent adjustment
|
|
798
|
|
|
964
|
|
|
Interest income, taxable-equivalent
|
|
263,452
|
|
|
299,396
|
|
|
Interest expense
|
|
41,695
|
|
|
60,998
|
|
|
Net interest income, taxable-equivalent
|
|
$
|
221,757
|
|
|
238,398
|
|
|
|
|
|
|
Non-interest Income
|
|
Three Months Ended March 31,
|
|||||
(in thousands)
|
|
2012
|
|
2011
|
|||
Service charges on deposit accounts
|
|
$
|
18,231
|
|
|
20,318
|
|
Fiduciary and asset management fees
|
|
10,835
|
|
|
11,537
|
|
|
Brokerage revenue
|
|
6,647
|
|
|
6,220
|
|
|
Mortgage banking income
|
|
6,003
|
|
|
2,495
|
|
|
Bankcard fees
|
|
7,579
|
|
|
10,657
|
|
|
Investment securities gains, net
|
|
20,083
|
|
|
1,420
|
|
|
Other fee income
|
|
4,700
|
|
|
4,931
|
|
|
Increase in fair value of private equity investments, net
|
|
93
|
|
|
132
|
|
|
Other non-interest income
|
|
9,968
|
|
|
6,454
|
|
|
Total non-interest income
|
|
$
|
84,139
|
|
|
64,164
|
|
|
|
|
|
|
Non-interest Expense
|
|
|
|||||
|
|
Three Months Ended March 31,
|
|||||
(in thousands)
|
|
2012
|
|
2011
|
|||
Salaries and other personnel expense
|
|
$
|
92,622
|
|
|
93,100
|
|
Net occupancy and equipment expense
|
|
26,706
|
|
|
29,834
|
|
|
FDIC insurance and other regulatory fees
|
|
14,663
|
|
|
14,406
|
|
|
Foreclosed real estate expense, net
|
|
22,972
|
|
|
24,737
|
|
|
Losses (gains) on other loans held for sale, net
|
|
959
|
|
|
(2,226
|
)
|
|
Professional fees
|
|
9,267
|
|
|
9,236
|
|
|
Data processing expense
|
|
8,024
|
|
|
8,950
|
|
|
Visa indemnification charges
|
|
2,979
|
|
|
4
|
|
|
Restructuring charges
|
|
858
|
|
|
24,333
|
|
|
Loss on curtailment of post-retirement defined benefit plan
|
|
—
|
|
|
398
|
|
|
Other operating expenses
|
|
24,083
|
|
|
36,944
|
|
|
Total non-interest expense
|
|
$
|
203,133
|
|
|
239,716
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|||||
(dollars in thousands)
|
2012
|
|
2011
|
|||
Income (loss) before income taxes
|
$
|
35,916
|
|
|
(79,864
|
)
|
Income tax (expense) benefit, gross
|
(4,104
|
)
|
|
44,362
|
|
|
(Increase) / decrease in valuation allowance for deferred tax assets
|
4,181
|
|
|
(43,906
|
)
|
|
Net income (loss)
|
$
|
35,993
|
|
|
(79,408
|
)
|
Effective tax rate before valuation allowance
|
11.4
|
%
|
|
55.5
|
%
|
|
Effective tax rate after valuation allowance
|
(0.2
|
)%
|
|
0.6
|
%
|
|
|
|
|
|
Reconciliation of Non-GAAP Financial Measures
|
||||||||||
|
|
March 31, 2012
|
|
December 31, 2011
|
|
March 31, 2011
|
||||
(dollars in thousands, except per share data)
|
|
|
|
|||||||
Tangible Common Equity Ratios
|
|
|
|
|
|
|
||||
Total risk-weighted assets
|
|
$
|
21,230,198
|
|
|
21,486,822
|
|
|
22,000,340
|
|
Total assets
|
|
27,064,792
|
|
|
27,162,845
|
|
|
28,678,203
|
|
|
Goodwill
|
|
(24,431
|
)
|
|
(24,431
|
)
|
|
(24,431
|
)
|
|
Other intangible assets, net
|
|
(7,589
|
)
|
|
(8,525
|
)
|
|
(11,424
|
)
|
|
Tangible assets
|
|
$
|
27,032,772
|
|
|
27,129,889
|
|
|
28,642,348
|
|
Total shareholders’ equity
|
|
$
|
2,821,763
|
|
|
2,827,452
|
|
|
2,882,605
|
|
Goodwill
|
|
(24,431
|
)
|
|
(24,431
|
)
|
|
(24,431
|
)
|
|
Other intangible assets, net
|
|
(7,589
|
)
|
|
(8,525
|
)
|
|
(11,424
|
)
|
|
Cumulative perpetual preferred stock
|
|
(949,536
|
)
|
|
(947,017
|
)
|
|
(939,691
|
)
|
|
Tangible common equity
|
|
$
|
1,840,207
|
|
|
1,847,479
|
|
|
1,907,059
|
|
Tangible equity units
|
|
(260,084
|
)
|
|
(260,084
|
)
|
|
(260,122
|
)
|
|
Tangible common equity excluding tangible equity units
|
|
1,580,123
|
|
|
1,587,395
|
|
|
1,646,937
|
|
|
Common shares outstanding
|
|
786,575
|
|
|
785,295
|
|
|
785,274
|
|
|
Book value per common share
|
|
2.05
|
|
|
2.06
|
|
|
2.14
|
|
|
Tangible book value per common share
|
|
2.01
|
|
|
2.02
|
|
|
2.10
|
|
|
Total shareholders’ equity to total assets ratio
|
|
10.43
|
%
|
|
10.41
|
|
|
10.05
|
|
|
Tangible common equity to tangible assets ratio
|
|
6.81
|
|
|
6.81
|
|
|
6.66
|
|
|
Tangible common equity to risk-weighted assets ratio
|
|
8.67
|
|
|
8.60
|
|
|
8.67
|
|
|
Core Deposits and Core Deposits Excluding Time Deposits
|
|
|
|
|
|
|
||||
Total deposits
|
|
$
|
22,137,702
|
|
|
22,411,752
|
|
|
23,205,879
|
|
Brokered deposits
|
|
(1,406,709
|
)
|
|
(1,783,174
|
)
|
|
(2,978,615
|
)
|
|
Core deposits
|
|
20,730,993
|
|
|
20,628,578
|
|
|
20,227,264
|
|
|
Time deposits
|
|
(4,302,292
|
)
|
|
(4,591,164
|
)
|
|
(5,207,369
|
)
|
|
Core deposits excluding time deposits
|
|
$
|
16,428,701
|
|
|
16,037,414
|
|
|
15,019,895
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended
|
||||||||
|
|
March 31, 2012
|
|
|
December 31, 2011
|
|
March 31, 2011
|
|||
Pre-tax, Pre-credit Costs Income
|
|
|
|
|
|
|
||||
Income (loss) before income taxes
|
|
$
|
35,916
|
|
|
26,979
|
|
|
(79,864
|
)
|
Add: Provision for loan losses
|
|
66,049
|
|
|
54,565
|
|
|
141,746
|
|
|
Add: Other credit costs
(1)
|
|
24,849
|
|
|
35,962
|
|
|
35,350
|
|
|
Add: Restructuring costs
|
|
858
|
|
|
639
|
|
|
24,333
|
|
|
Add: Visa indemnification charge
|
|
2,979
|
|
|
5,942
|
|
|
4
|
|
|
Add: Investment securities gains, net
|
|
(20,083
|
)
|
|
(10,337
|
)
|
|
(1,420
|
)
|
|
Less: Loss on curtailment of post-retirement benefit
|
|
—
|
|
|
—
|
|
|
398
|
|
|
Pre-tax, pre-credit costs income
|
|
$
|
110,568
|
|
|
113,750
|
|
|
120,547
|
|
Core Expenses
|
|
|
|
|
|
|
||||
Total non-interest expense
|
|
$
|
203,133
|
|
|
219,082
|
|
|
239,716
|
|
Less: Other credit costs
(1)
|
|
(24,849
|
)
|
|
(35,962
|
)
|
|
(35,350
|
)
|
|
Less: Restructuring charges
|
|
(858
|
)
|
|
(639
|
)
|
|
(24,333
|
)
|
|
Add: Gain on curtailment of post-retirement benefit
|
|
—
|
|
|
—
|
|
|
(398
|
)
|
|
Less: Visa indemnification charge
|
|
(2,979
|
)
|
|
(5,942
|
)
|
|
(4
|
)
|
|
Core expenses
|
|
$
|
174,447
|
|
|
176,539
|
|
|
179,631
|
|
|
|
|
|
|
|
|
Change in Short-term Interest Rates
|
|
Estimated % Change in Net Interest Income as Compared to Unchanged Rates (for the next twelve months)
|
|||
(in basis points)
|
|
March 31, 2012
|
|
December 31, 2011
|
|
+200
|
|
1.8%
|
|
2.7%
|
|
+100
|
|
1.5
|
|
2.0
|
|
Flat
|
|
—%
|
|
—%
|
|
|
|
|
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
|
|
|
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.
|
|
|
||
4.2
|
|
|
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.
|
|
|
|
|
10.1
|
|
|
Form of Non-Employee Director Restricted Stock Unit Award Agreement for the Synovus 2007 Omnibus Plan.
|
|
|
|
|
10.2
|
|
|
Summary of Board of Directors Compensation.
|
|
|
|
|
12.1
|
|
|
Ratio of Earnings to Fixed Charges.
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101
|
|
|
Interactive Data File
|
|
|
|
|
SYNOVUS FINANCIAL CORP.
|
||
|
|
|
|
May 10, 2012
|
By:
|
|
/s/ Thomas J. Prescott
|
|
|
|
Thomas J. Prescott
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
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
|
|
|
Credit 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
|
|
|
Credit Committee*
|
|
|
|
|
|
|
|
|
|
|
|
Annual Lead Director Retainer
|
|
$
|
5,000
|
|
|
|
|
|
*
|
|
Note: The Credit Committee is a committee of the Synovus Bank Board of Directors.
|
|
|
|
**
|
|
Note: The committee chair will receive both an annual committee member retainer and an annual committee chair retainer.
|
|
|
|
|
|
|
Equity Compensation
|
|
|
|
|
|
|
|
|
|
|
|
An award of 9,434 restricted stock units on each of April 25, 2012 and April 26, 2012, both of which vest immediately and are transferable only at the time of certain repayment of the aggregate obligations of the Company under the Troubled Asset Relief Program
|
|
|
|||
|
|
|
|
|
|
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
|
|
|
|
Three Months Ended March 31, 2012
|
|
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
|
35,915
|
|
|
(59,532
|
)
|
|
(849,170
|
)
|
|
(1,605,908
|
)
|
|
(660,806
|
)
|
|
520,035
|
|
Fixed charges
|
43,780
|
|
|
226,987
|
|
|
342,674
|
|
|
506,873
|
|
|
787,227
|
|
|
1,095,972
|
|
Total
|
79,695
|
|
|
167,455
|
|
|
(506,496
|
)
|
|
(1,099,035
|
)
|
|
126,421
|
|
|
1,616,007
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest on deposits
|
30,487
|
|
|
173,885
|
|
|
288,327
|
|
|
456,247
|
|
|
667,453
|
|
|
912,472
|
|
Interest on short-term borrowings
|
180
|
|
|
1,063
|
|
|
1,921
|
|
|
3,841
|
|
|
38,577
|
|
|
92,970
|
|
Interest on long-term debt
|
11,028
|
|
|
42,654
|
|
|
44,000
|
|
|
38,791
|
|
|
73,657
|
|
|
84,014
|
|
Portion of rents representative of the interest factor (1/3) of expense
|
2,085
|
|
|
9,385
|
|
|
8,426
|
|
|
7,994
|
|
|
7,540
|
|
|
6,516
|
|
Total fixed charges
|
43,780
|
|
|
226,987
|
|
|
342,674
|
|
|
506,873
|
|
|
787,227
|
|
|
1,095,972
|
|
Ratio of earnings to fixed charges
|
1.82x
|
|
|
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
|
35,915
|
|
|
(59,532
|
)
|
|
(849,170
|
)
|
|
(1,605,908
|
)
|
|
(660,806
|
)
|
|
520,035
|
|
Fixed charges
|
13,293
|
|
|
53,102
|
|
|
54,347
|
|
|
50,626
|
|
|
119,774
|
|
|
183,500
|
|
Total
|
49,208
|
|
|
(6,430
|
)
|
|
(794,823
|
)
|
|
(1,555,282
|
)
|
|
(541,032
|
)
|
|
703,535
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest on short-term borrowings
|
180
|
|
|
1,063
|
|
|
1,921
|
|
|
3,841
|
|
|
38,577
|
|
|
92,970
|
|
Interest on long-term debt
|
11,028
|
|
|
42,654
|
|
|
44,000
|
|
|
38,791
|
|
|
73,657
|
|
|
84,014
|
|
Portion of rents representative of the interest factor (1/3) of expense
|
2,085
|
|
|
9,385
|
|
|
8,426
|
|
|
7,994
|
|
|
7,540
|
|
|
6,516
|
|
Total fixed charges
|
13,293
|
|
|
53,102
|
|
|
54,347
|
|
|
50,626
|
|
|
119,774
|
|
|
183,500
|
|
Ratio of earnings to fixed charges
|
3.70x
|
|
|
(0.12x)
|
|
|
(14.62x)
|
|
|
(30.72x)
|
|
|
(4.52x)
|
|
|
3.83x
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 Synovus’ supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to Synovus 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 Synovus’ 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 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 Synovus’ 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:
|
|
May 10, 2012
|
|
|
|
BY:
|
|
/s/ Kessel D. Stelling
|
|
|
|
|
|
|
|
|
Kessel D. Stelling
|
|
|
|
|
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 Synovus’ supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to Synovus 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 Synovus’ 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 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 Synovus’ 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:
|
|
May 10, 2012
|
|
|
|
BY:
|
|
/s/ Thomas J. Prescott
|
|
|
|
|
|
|
|
|
Thomas J. Prescott
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
(1)
|
The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2012 (the “Report”) fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
May 10, 2012
|
BY:
|
|
/s/ Kessel D. Stelling
|
|
|
|
|
Kessel D. Stelling
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
Date:
|
May 10, 2012
|
BY:
|
|
/s/ Thomas J. Prescott
|
|
|
|
|
Thomas J. Prescott
|
|
|
|
|
Chief Financial Officer
|