Georgia
|
|
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)
|
|
(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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¨
|
|
|
|
|
Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
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¨
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Incorporated Documents
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Form 10-K Reference Locations
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Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held April 25, 2013 (“Proxy Statement”)
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Part III
|
|
Page
|
|
|
Index of Defined Terms
|
|
Item 4.
Mine Safety Disclosures
|
|
|
|
|
|
|
|
(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)
|
the risk that our allowance for loan losses may prove to be inadequate or may be negatively affected by credit risk exposures;
|
(3)
|
further declines in the values of residential and commercial real estate may result in further write-downs of assets and realized losses on disposition of non-performing assets, which may increase credit losses and negatively affect our financial results;
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(4)
|
the risk that we may not realize the expected benefits from our efficiency and growth initiatives, which will negatively affect our future profitability;
|
(5)
|
the risks that if economic conditions worsen or regulatory capital rules are modified, or the results of mandated “stress testing” do not satisfy certain criteria, we may be required to undertake additional strategic initiatives to improve our capital position;
|
(6)
|
changes in the interest rate environment and competition in our primary market area may result in increased funding costs or reduced earning assets yields, thus reducing margins and net interest income;
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(7)
|
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 credit ratings;
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(8)
|
the impact on our borrowing costs, capital costs and our liquidity due to our status as a non-investment grade issuer and any further adverse changes in our credit ratings;
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(9)
|
restrictions or limitations on access to funds from historical and alternative sources of liquidity could adversely affect our overall liquidity, which could restrict our ability to make payments on our obligations or dividend payments on our Common Stock and Series A Preferred Stock and our ability to support asset growth and sustain our operations and the operations of Synovus Bank;
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(10)
|
future availability and cost of additional capital and liquidity on favorable terms, if at all;
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(11)
|
the risk that even though we have reversed substantially all of the deferred tax asset valuation allowance, we may be required to increase the valuation allowance in future periods, or we may not be able to realize the deferred tax assets in the future.
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(12)
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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;
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(13)
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the impact on our financial results, reputation, and business if we are unable to comply with all applicable federal and state regulations and applicable memoranda of understanding, other supervisory actions or directives and any necessary capital initiatives;
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(14)
|
the impact of our continued participation in 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, enhanced regulations and examinations and restrictions on compensation;
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(16)
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the risk that we may be unable to pay dividends on our Common Stock;
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(17)
|
the risk that we may be required to make substantial expenditures to keep pace with the rapid technological changes in the financial services market;
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(18)
|
the risk that our enterprise risk management framework may not identify or address risks adequately, which may result in unexpected losses;
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(19)
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risks related to a failure in or breach of our operational or security systems of our infrastructure, or those of our third party vendors and other service providers, including as a result of cyber attacks, which could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs or cause losses;
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(20)
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risks related to our reliance on third parties to provide key components of our business infrastructure, including the costs of services and products provided to us by third parties, and risks related to disruptions in service or financial difficulties of a third party vendor;
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(21)
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the costs and effects of litigation, investigations, inquiries or similar matters, or adverse facts and developments related thereto;
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(22)
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the risk that we may be required to record goodwill impairment charges in the future;
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(23)
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risks related to the loss of customers to alternatives to bank deposits, which could affect our income and force us to rely on relatively more expensive sources of funding;
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(24)
|
risks related to recent and proposed changes in the mortgage banking industry, including the risk that we may be required to repurchase mortgage loans sold to third parties and the impact of the “ability to pay” and “qualified mortgage” rules on our loan origination process and foreclosure proceedings;
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(25)
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the effects of any damages to Synovus' reputation resulting from developments related to any of the items identified above; and
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(26)
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other factors and other information contained in this Report and in other reports and filings that we make with the SEC under the Exchange Act, including, without limitation, those found in "Part I - Item 1A.- Risk Factors" of Synovus' 2012 Form 10-K.
|
•
|
Continued profitability -
We reported net income for the year ended
December 31, 2012
of
$771.5 million
compared to a loss of
$118.7 million
for the year ended
December 31, 2011
, and have now reported six consecutive quarters of profitability.
|
•
|
Deferred tax asset valuation allowance reversal -
We recorded a
$798.7 million
income tax benefit driven by the reversal of substantially all of the deferred tax asset valuation allowance in the fourth quarter of 2012. The reversal of the valuation allowance reflects confidence in our ability to generate sufficient levels of future profitability and continued improvement in credit quality. The reversal of the deferred tax asset valuation allowance helped drive our tangible book value per common share from $2.07 per share at the beginning of the fourth quarter of 2012 to
$2.95
per share at
December 31, 2012
. See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" of this Report for further information.
|
•
|
Continued improvement in credit metrics -
We continued to improve our credit metrics. During 2012, we sold distressed assets with a total carrying value of approximately $918.8 million. Non-performing assets declined 37.1% during the year, with a NPA ratio of
3.57%
at
December 31, 2012
compared to
5.50%
a year ago. Synovus Bank's classified assets declined $830.5 million or
38.07%
during 2012. In addition, total credit costs declined $135.5 million or 23.8% during the year.
|
•
|
Stabilization of loan portfolio
- Reported loans declined by $538.1 million or 2.7% from a year ago impacted by loan sales and charge-offs. However, excluding the impact of transfers to loans held for sale, charge-offs, and foreclosures, net loan growth was
$588.8 million
during 2012, compared to a net loan decline of
$370.9 million
in 2011. See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" of this Report for further information.
|
•
|
Continued focus on expense control -
We continued to focus on expense control. Total reported non-interest expenses for 2012 decreased
$87.5 million
, or
9.7%
from 2011 non-interest expenses of
$903.8 million
. Core expenses decreased $25.1 million, or 3.5% from 2011. This reduction follows a $95.3 million reduction in core expenses for 2011. See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" of this Report for further information.
|
Table 1 – Bank Divisions
|
|
State(s)
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CB&T Bank of East Alabama
|
|
Alabama
|
Community Bank & Trust of Southeast Alabama
|
|
Alabama
|
The Bank of Tuscaloosa
|
|
Alabama
|
Sterling Bank
|
|
Alabama
|
First Commercial Bank of Huntsville
|
|
Alabama
|
First Commercial Bank
|
|
Alabama
|
The First Bank of Jasper
|
|
Alabama
|
The Tallahassee State Bank
|
|
Florida
|
Coastal Bank and Trust of Florida
|
|
Florida
|
First Coast Community Bank
|
|
Florida
|
Synovus Bank
|
|
Florida
|
Synovus Bank of Jacksonville
|
|
Florida
|
Columbus Bank and Trust Company
|
|
Georgia
|
Commercial Bank
|
|
Georgia
|
Commercial Bank & Trust Company of Troup County
|
|
Georgia
|
SB&T Bank
|
|
Georgia
|
The Coastal Bank of Georgia
|
|
Georgia
|
First State Bank and Trust Company of Valdosta
|
|
Georgia
|
Bank of Coweta
|
|
Georgia
|
First Community Bank of Tifton
|
|
Georgia
|
CB&T Bank of Middle Georgia
|
|
Georgia
|
Sea Island Bank
|
|
Georgia
|
Citizens First Bank
|
|
Georgia
|
AFB&T
|
|
Georgia
|
Bank of North Georgia
|
|
Georgia
|
Georgia Bank & Trust
|
|
Georgia
|
NBSC
|
|
South Carolina
|
The Bank of Nashville
|
|
Tennessee
|
Trust One Bank
|
|
Tennessee
|
Cohutta Banking Company
|
|
Tennessee and Georgia
|
Table 2 – Bank Branch Locations
|
|
Branches
|
|
Georgia
|
|
124
|
|
Alabama
|
|
46
|
|
South Carolina
|
|
42
|
|
Florida
|
|
52
|
|
Tennessee
|
|
19
|
|
Total
|
|
283
|
|
|
|
|
•
|
Synovus Securities, Inc., headquartered in Columbus, Georgia, which specializes in professional portfolio management for fixed-income securities, investment banking, the execution of securities transactions as a broker/dealer and the provision of individual investment advice on equity and other securities;
|
•
|
Synovus Trust Company, N.A., headquartered in Columbus, Georgia, which provides trust services;
|
•
|
Synovus Mortgage Corp., headquartered in Birmingham, Alabama, which offers mortgage services; and
|
•
|
GLOBALT, Inc., headquartered in Atlanta, Georgia, which provides asset management and financial planning services.
|
Table 3 – Loans by Type
|
|
2012
|
|
2011
|
||||||||||
(dollars in thousands)
|
|
Total Loans*
|
|
%
|
|
Total Loans*
|
|
%
|
||||||
Investment properties
|
|
$
|
4,376,118
|
|
|
22.4
|
%
|
|
$
|
4,557,313
|
|
|
22.7
|
|
1-4 family properties
|
|
1,279,105
|
|
|
6.5
|
|
|
1,618,484
|
|
|
8.1
|
|
||
Land acquisition
|
|
794,229
|
|
|
4.1
|
|
|
1,094,821
|
|
|
5.4
|
|
||
Total commercial real estate
|
|
6,449,452
|
|
|
33.0
|
|
|
7,270,618
|
|
|
36.2
|
|
||
Commercial and industrial
|
|
9,101,514
|
|
|
46.5
|
|
|
8,941,274
|
|
|
44.5
|
|
||
Retail
|
|
4,011,097
|
|
|
20.5
|
|
|
3,879,907
|
|
|
19.3
|
|
||
Deferred fees and costs, net
|
|
(20,373
|
)
|
|
nm
|
|
(11,986
|
)
|
|
nm
|
||||
Total loans, net of deferred fees and costs
|
|
$
|
19,541,690
|
|
|
100.0
|
%
|
|
$
|
20,079,813
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
Table 4 – Loans by State
|
|
2012
|
|
2011
|
||||||||||
(dollars in thousands)
|
|
Total Loans*
|
|
As a % of
Total Loan
Portfolio
|
|
Total Loans*
|
|
As a % of
Total Loan
Portfolio
|
||||||
Georgia
|
|
$
|
10,028,848
|
|
|
51.3
|
%
|
|
$
|
10,666,542
|
|
|
53.1
|
%
|
Atlanta
|
|
3,445,273
|
|
|
17.6
|
|
|
3,597,103
|
|
|
17.9
|
|
||
Florida
|
|
2,576,576
|
|
|
13.2
|
|
|
2,603,167
|
|
|
13.0
|
|
||
South Carolina
|
|
2,660,020
|
|
|
13.6
|
|
|
2,730,401
|
|
|
13.6
|
|
||
Tennessee
|
|
1,026,067
|
|
|
5.3
|
|
|
873,466
|
|
|
4.3
|
|
||
Alabama
|
|
3,250,179
|
|
|
16.6
|
|
|
3,206,237
|
|
|
16.0
|
|
||
Consolidated
|
|
$
|
19,541,690
|
|
|
100.0
|
%
|
|
$
|
20,079,813
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
•
|
ALCO -Interest Rate/Market Risk and Liquidity Risk
|
•
|
Credit Risk Committee - Credit Risk
|
•
|
Regulatory Compliance Risk Committee - Compliance Risk
|
•
|
Operational Risk Committee - Operational Risk
|
•
|
Strategic Risk Committee - Reputational Risk, Litigation Risk, and Strategic Risk
|
•
|
banking or managing or controlling banks;
|
•
|
our net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends;
|
•
|
the ratio of Tier 1 capital to adjusted total assets is less than 6 percent;
|
Table 5 – Capital Ratios as of December 31, 2012
|
||||||||||||
|
|
Regulatory
Minimums
|
|
Regulatory
Minimums
to be Well-
Capitalized
|
|
Synovus
|
|
Synovus
Bank
|
||||
Tier 1 capital ratio
|
|
4.0
|
%
|
|
6.0
|
%
|
|
13.24
|
%
|
|
14.88
|
%
|
Total risk-based capital ratio
|
|
8.0
|
|
|
10.0
|
|
|
16.18
|
|
|
16.14
|
|
Leverage ratio
|
|
4.0
|
|
|
5.0
|
|
|
11.00
|
|
|
12.41
|
|
|
|
|
|
|
|
|
|
|
•
|
Well Capitalized - The insured depository institution exceeds the required minimum level for each relevant capital measure. A well capitalized insured depository institution is one (1) having a total risk-based capital ratio of 10 percent or greater, (2) having a Tier 1 risk-based capital ratio of 6 percent or greater, (3) having a leverage capital ratio of 5 percent or greater, and (4) that is not subject to any order or written directive to meet and maintain a specific capital level for any capital measure.
|
•
|
Adequately Capitalized - The insured depository institution meets the required minimum level for each relevant capital measure. An adequately capitalized insured depository institution is one (1) having a total risk-based capital ratio of 8 percent or greater, (2) having a Tier 1 risk-based capital ratio of 4 percent or greater, and (3) having a leverage capital ratio of 4 percent or greater, or a leverage capital ratio of 3 percent or greater if the institution is rated composite 1 under the CAMELS (Capital, Assets, Management, Earnings, Liquidity and Sensitivity to market risk) rating system; and (4) failing to meet the definition of a well capitalized bank.
|
•
|
Undercapitalized - The insured depository institution fails to meet the required minimum level for any relevant capital measure. An undercapitalized insured depository institution is one (1) having a total risk-based capital ratio of less than 8 percent, (2) having a Tier 1 risk-based capital ratio of less than 4 percent, or (3) a leverage capital ratio of less than 4 percent, or if the institution is rated a composite 1 under the CAMELS rating system, a leverage capital ratio of less than 3 percent.
|
•
|
Significantly Undercapitalized - The insured depository institution is significantly below the required minimum level for any relevant capital measure. A significantly undercapitalized insured depository institution is one (1) having a total risk-based capital ratio of less than 6 percent, (2) a Tier 1 risk-based capital ratio of less than 3 percent, or (3) a leverage capital ratio of less than 3 percent.
|
•
|
Critically Undercapitalized - The insured depository institution fails to meet a critical capital level set by the appropriate federal banking agency. A critically undercapitalized institution is one having a ratio of tangible equity to total assets that is equal to or less than 2 percent.
|
•
|
Creation of the CFPB with centralized authority, including examination and enforcement authority, for consumer protection in the banking industry.
|
•
|
New limitations on federal preemption.
|
•
|
New prohibitions and restrictions on the ability of a banking entity and nonbank financial company to engage in proprietary trading and have certain interests in, or relationships with, a hedge fund or private equity fund.
|
•
|
Application of new regulatory capital requirements, including changes to leverage and risk-based capital standards and changes to the components of permissible tiered capital.
|
•
|
Requirement that the company and its subsidiary bank be well capitalized and well managed in order to engage in activities permitted for financial holding companies.
|
•
|
Changes to the assessment base for deposit insurance premiums.
|
•
|
Permanently raising the FDIC's standard maximum insurance amount to $250,000.
|
•
|
Repeal of the prohibition on the payment of interest on demand deposits, effective July 21, 2011, thereby permitting depository institutions to pay interest on business transaction and other accounts.
|
•
|
Restrictions on compensation, including a prohibition on incentive-based compensation arrangements that encourage inappropriate risk by taking covered financial institutions and are deemed to be excessive, or that may lead to material losses.
|
•
|
Requirement that sponsors of asset-backed securities retain a percentage of the credit risk underlying the securities.
|
•
|
Requirement that banking regulators remove references to and requirements of reliance upon credit ratings from their regulations and replace them with appropriate alternatives for evaluating creditworthiness.
|
•
|
the federal Truth-In-Lending Act and Regulation Z , governing disclosures of credit terms to consumer borrowers;
|
•
|
the Home Mortgage Disclosure Act and Regulation C, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;
|
•
|
the Equal Credit Opportunity Act and Regulation B, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;
|
•
|
the Fair Credit Reporting Act and Regulation V, governing the use and provision of information to consumer reporting agencies;
|
•
|
the Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and
|
•
|
the guidance of the various federal agencies charged with the responsibility of implementing such federal laws.
|
•
|
the Truth in Savings Act and Regulation DD, which requires disclosure of deposit terms to consumers;
|
•
|
Regulation CC, which relates to the availability of deposit funds to consumers;
|
•
|
the Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and
|
•
|
the Electronic Funds Transfer Act and Regulation E, which governs automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of automated teller machines and other electronic banking services,
which the CFPB is in the process of expanding to include a new compliance regime that will govern electronic transfers initiated by consumers in the U.S. to recipients in foreign countries.
|
•
|
total reported loans for construction, land development and other land represent 100 percent or more of the institutions total capital, or
|
•
|
total commercial real estate loans represent 300 percent or more of the institution's total capital, and the outstanding balance of the institution's commercial real estate loan portfolio has increased by 50 percent or more during the prior 36 months.
|
•
|
Creation of the CFPB with centralized authority, including examination and enforcement authority, for consumer protection in the banking industry.
|
•
|
New limitations on federal preemption.
|
•
|
New prohibitions and restrictions on the ability of a banking entity and nonbank financial company to engage in proprietary trading and have certain interests in, or relationships with, a hedge fund or private equity fund.
|
•
|
Application of new regulatory capital requirements, including changes to leverage and risk-based capital standards and changes to the components of permissible tiered capital.
|
•
|
Requirement that the company and its subsidiary bank be well capitalized and well managed in order to engage in activities permitted for financial holding companies.
|
•
|
Changes to the assessment base for deposit insurance premiums.
|
•
|
Permanently raising the FDIC's standard maximum deposit insurance amount to $250,000 limit for federal deposit insurance.
|
•
|
Repeal of the prohibition on the payment of interest on demand deposits, effective July 21, 2011, thereby permitting depository institutions to pay interest on business transaction and other accounts.
|
•
|
Restrictions on compensation, including a prohibition on incentive-based compensation arrangements that encourage inappropriate risk taking by covered financial institutions and are deemed to be excessive, or that may lead to material losses.
|
•
|
Requirement that sponsors of asset-backed securities retain a percentage of the credit risk of the assets underlying the securities.
|
•
|
Requirement that banking regulators remove references to and requirements of reliance upon credit ratings from their regulations and replace them with appropriate alternatives for evaluating credit worthiness.
|
Table 6 - Properties
|
|
|
|
||
Square Footage
|
Number of Locations
|
|
Average Square Footage
|
||
Under 3,000
|
18
|
|
|
1,771
|
|
3,000 – 9,999
|
38
|
|
|
5,007
|
|
10,000 – 18,999
|
7
|
|
|
13,251
|
|
19,000 – 30,000
|
10
|
|
|
24,365
|
|
Over 30,000
|
6
|
|
|
41,937
|
|
|
|
|
|
Table 7 – Stock Price Information
|
|
High
|
|
Low
|
|||
2012
|
|
|
|
|
|||
Quarter ended December 31, 2012
|
|
$
|
2.60
|
|
|
2.07
|
|
Quarter ended September 30, 2012
|
|
2.51
|
|
|
1.81
|
|
|
Quarter ended June 30, 2012
|
|
2.17
|
|
|
1.67
|
|
|
Quarter ended March 31, 2012
|
|
2.22
|
|
|
1.43
|
|
|
2011
|
|
|
|
|
|||
Quarter ended December 31, 2011
|
|
$
|
1.68
|
|
|
0.94
|
|
Quarter ended September 30, 2011
|
|
2.20
|
|
|
1.07
|
|
|
Quarter ended June 30, 2011
|
|
2.77
|
|
|
1.99
|
|
|
Quarter ended March 31, 2011
|
|
2.99
|
|
|
2.37
|
|
Table 8 – Dividends
|
|
Date Paid
|
|
Per
Share
Amount
|
||
2012
|
|
|
|
|
||
Quarter ended December 31, 2012
|
|
January 2, 2013
|
|
$
|
0.0100
|
|
Quarter ended September 30, 2012
|
|
October 1, 2012
|
|
0.0100
|
|
|
Quarter ended June 30, 2012
|
|
July 2, 2012
|
|
0.0100
|
|
|
Quarter ended March 31, 2012
|
|
April 2, 2012
|
|
0.0100
|
|
|
|
|
|
||||
2011
|
|
|
|
|
||
Quarter ended December 31, 2011
|
|
January 3, 2012
|
|
$
|
0.0100
|
|
Quarter ended September 30, 2011
|
|
October 3, 2011
|
|
0.0100
|
|
|
Quarter ended June 30, 2011
|
|
July 1, 2011
|
|
0.0100
|
|
|
Quarter ended March 31, 2011
|
|
April 1, 2011
|
|
0.0100
|
|
Table 9 - Stock Performance
|
||||||||||||||||||
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|||||||
Synovus
|
$
|
100
|
|
|
83.19
|
|
|
20.95
|
|
|
27.39
|
|
|
15.04
|
|
|
26.56
|
|
Standard & Poor's 500 Index
|
100
|
|
|
63.45
|
|
|
79.90
|
|
|
91.74
|
|
|
93.67
|
|
|
108.55
|
|
|
KBW Regional Bank Index
|
$
|
100
|
|
|
81.69
|
|
|
63.45
|
|
|
76.26
|
|
|
72.28
|
|
|
81.93
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 10 - Selected Financial Data
|
|
Years Ended December 31,
|
||||||||||||||
(in thousands, except per share data)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||
Income Statement
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenues
(1)
|
|
$
|
1,128,941
|
|
|
1,188,021
|
|
|
1,292.951
|
|
|
1,406,913
|
|
|
1,495,089
|
|
Net interest income
|
|
854,117
|
|
|
924,154
|
|
|
986,333
|
|
|
1,010,310
|
|
|
1,077,893
|
|
|
Provision for loan losses
|
|
320,369
|
|
|
418,795
|
|
|
1,131,274
|
|
|
1,805,599
|
|
|
699,883
|
|
|
Non-interest income
|
|
313,966
|
|
|
338,874
|
|
|
305,347
|
|
|
410,670
|
|
|
417,241
|
|
|
Non-interest income excluding investment securities (gains) losses, net
(7)
|
|
274,824
|
|
|
263,867
|
|
|
306,618
|
|
|
396,603
|
|
|
417,196
|
|
|
Non-interest expense
|
|
816,237
|
|
|
903,765
|
|
|
1,009,576
|
|
|
1,221,289
|
|
|
1,456,057
|
|
|
Income (loss) from continuing operations, net of
income taxes
|
|
830,209
|
|
|
(60,844)
|
|
|
(834,019)
|
|
|
(1,433,931)
|
|
|
(580,376)
|
|
|
Income from discontinued operations, net of income
taxes
(2)
|
|
—
|
|
|
—
|
|
|
43,162
|
|
|
4,590
|
|
|
5,650
|
|
|
Net income (loss)
|
|
830,209
|
|
|
(60,844)
|
|
|
(790,857)
|
|
|
(1,429,341)
|
|
|
(574,726)
|
|
|
Net income (loss) attributable to non-controlling
interest
|
|
—
|
|
|
(220)
|
|
|
(179)
|
|
|
2,364
|
|
|
7,712
|
|
|
Net income (loss) available to controlling interest
|
|
830,209
|
|
|
(60,624)
|
|
|
(790,678)
|
|
|
(1,431,705)
|
|
|
(582,438)
|
|
|
Dividends and accretion of discount on Series A Preferred
Stock
|
|
58,703
|
|
|
58,088
|
|
|
57,510
|
|
|
56,966
|
|
|
2,057
|
|
|
Net income (loss) available to common shareholders
|
|
771,506
|
|
|
(118,712)
|
|
|
(848,188)
|
|
|
(1,488,671)
|
|
|
(584,495)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Per share data
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations available to common shareholders
|
|
0.98
|
|
|
(0.15)
|
|
|
(1.30)
|
|
|
(4.00)
|
|
|
(1.79)
|
|
|
Net income (loss) available to common shareholders
|
|
0.98
|
|
|
(0.15)
|
|
|
(1.24)
|
|
|
(3.99)
|
|
|
(1.77)
|
|
|
Diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations available to common shareholders
|
|
0.85
|
|
|
(0.15)
|
|
|
(1.30)
|
|
|
(4.00)
|
|
|
(1.79)
|
|
|
Net income (loss) available to common shareholders
|
|
0.85
|
|
|
(0.15)
|
|
|
(1.24)
|
|
|
(3.99)
|
|
|
(1.77)
|
|
|
Cash dividends declared on Common Stock
|
|
0.04
|
|
|
0.04
|
|
|
0.04
|
|
|
0.04
|
|
|
0.46
|
|
|
Book value per common share
(3)
|
|
2.99
|
|
|
2.06
|
|
|
2.29
|
|
|
3.93
|
|
|
8.68
|
|
|
Tangible book value per common share
(7)
|
|
2.95
|
|
|
2.02
|
|
|
2.25
|
|
|
3.84
|
|
|
8.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment securities available for sale
|
|
2,981,112
|
|
|
3,690,125
|
|
|
3,440,268
|
|
|
3,188,735
|
|
|
3,770,022
|
|
|
Loans, net of deferred fees and costs
|
|
19,541,690
|
|
|
20,079,813
|
|
|
21,585,763
|
|
|
25,383,068
|
|
|
27,920,177
|
|
|
Deposits
|
|
21,057,044
|
|
|
22,411,752
|
|
|
24,500,304
|
|
|
27,433,533
|
|
|
28,617,179
|
|
|
Long-term debt
|
|
1,726,455
|
|
|
1,364,727
|
|
|
1,808,161
|
|
|
1,751,592
|
|
|
2,107,173
|
|
|
Total shareholders’ equity
|
|
3,569,431
|
|
|
2,827,452
|
|
|
2,997,918
|
|
|
2,851,041
|
|
|
3,787,158
|
|
|
Average total shareholders’ equity
|
|
2,859,127
|
|
|
2,907,339
|
|
|
3,134,335
|
|
|
3,285,014
|
|
|
3,435,574
|
|
|
Average total assets
|
|
26,369,321
|
|
|
28,512,193
|
|
|
31,966,180
|
|
|
34,423,617
|
|
|
34,052,014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Performance ratios and other data
|
|
|
|
|
|
|
|
|
|
|
||||||
Return on average assets
|
|
3.15
|
%
|
|
(0.21)
|
|
|
(2.47)
|
|
|
(4.16)
|
|
|
(1.71)
|
|
|
Return on average equity
|
|
29.04
|
|
|
(2.09)
|
|
|
(25.23)
|
|
|
(43.58)
|
|
|
(16.95)
|
|
|
Net interest margin
|
|
3.50
|
|
|
3.51
|
|
|
3.36
|
|
|
3.19
|
|
|
3.47
|
|
|
Dividend payout ratio
(4)
|
|
4.71
|
|
|
nm
|
|
|
nm
|
|
|
nm
|
|
|
nm
|
|
|
Average shareholders’ equity to average assets
|
|
10.84
|
|
|
10.20
|
|
|
9.81
|
|
|
9.54
|
|
|
10.09
|
|
|
Tangible common equity to risk-weighted assets ratio
(5)
|
|
12.07
|
|
|
8.60
|
|
|
8.90
|
|
|
7.03
|
|
|
8.74
|
|
|
Tangible common equity to tangible assets ratio
(6)
|
|
9.66
|
|
|
6.81
|
|
|
6.73
|
|
|
5.74
|
|
|
7.86
|
|
|
Earnings to fixed charges ratio
|
|
1.20x
|
|
|
0.74
|
x
|
|
(1.48)x
|
|
|
(2.17)x
|
|
|
0.16x
|
|
|
Average common shares outstanding, basic
|
|
786,466
|
|
|
785,272
|
|
|
685,186
|
|
|
372,943
|
|
|
329,319
|
|
|
Average common shares outstanding, diluted
|
|
910,102
|
|
|
785,272
|
|
|
685,186
|
|
|
372,943
|
|
|
329,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Consists of net interest income and non-interest income, excluding investment securities (gains) losses, net.
|
(2)
|
Discontinued operations for the years ended December 31, 2010, 2009, and 2008 include the revenues and expenses of Synovus’ merchant services business, the sale of which was completed on March 31, 2010. Additionally, discontinued operations for the year ended December 31, 2010 include a $42.4 million gain, after tax, on the sale of the merchant services business.
|
(3)
|
Total shareholders’ equity less Series A Preferred Stock and prepaid common stock purchase contracts divided by common shares outstanding.
|
(4)
|
Determined by dividing cash dividends declared per common share by diluted net income per share.
|
(5)
|
The tangible common equity to risk-weighted assets ratio is a non-GAAP measure which is calculated as follows: (total shareholders’ equity minus preferred stock minus goodwill minus other intangible assets) divided by total risk-adjusted assets. See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures” of this Report for further information.
|
(6)
|
The tangible common equity to tangible assets ratio is a non-GAAP measure which is calculated as follows: (total shareholders’ equity minus preferred stock minus goodwill minus other intangible assets) divided by (total assets minus goodwill minus other intangible assets). See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures” of this Report for further information.
|
(7)
|
See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures” of this Report for further information.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Table 11 - Consolidated Financial Highlights
|
|
|
||||||||
|
Years Ended December 31,
|
|||||||||
(dollars in thousands, except per share data)
|
|
2012
|
|
2011
|
|
Change
|
||||
Net interest income
|
|
$
|
854,117
|
|
|
924,154
|
|
|
(7.6
|
)%
|
Provision for loan losses
|
|
320,369
|
|
|
418,795
|
|
|
(23.5
|
)
|
|
Non-interest income
|
|
313,966
|
|
|
338,874
|
|
|
(7.4
|
)
|
|
Non-interest expense
|
|
816,237
|
|
|
903,765
|
|
|
(9.7
|
)
|
|
Core expenses
(1)
|
|
692,271
|
|
|
717,371
|
|
|
(3.5
|
)
|
|
Income (loss) before income taxes
|
|
31,477
|
|
|
(59,532
|
)
|
|
nm
|
|
|
Pre-tax, pre-credit costs income
(1)
|
|
436,670
|
|
|
470,650
|
|
|
(7.2
|
)
|
|
Net income (loss) available to controlling interest
|
|
830,209
|
|
|
(60,624
|
)
|
|
nm
|
|
|
Net income (loss) available to common shareholders
|
|
771,506
|
|
|
(118,712
|
)
|
|
nm
|
|
|
Net income (loss) available to common shareholders, basic
|
|
0.98
|
|
|
(0.15
|
)
|
|
nm
|
|
|
Net income (loss) available to common shareholders, diluted
|
|
$
|
0.85
|
|
|
(0.15
|
)
|
|
nm
|
|
|
|
|
|
|
|
|
||||
|
|
December 31,
|
||||||||
|
|
2012
|
|
2011
|
|
Change
|
||||
Loans, net of deferred fees and costs
|
|
$
|
19,541,690
|
|
|
20,079,813
|
|
|
(2.7
|
)%
|
Total deposits
|
|
21,057,044
|
|
|
22,411,752
|
|
|
(6.0
|
)
|
|
Core deposits
(1)
|
|
19,964,295
|
|
|
20,628,578
|
|
|
(3.2
|
)
|
|
Core deposits excluding time deposits
(1)
|
|
16,380,991
|
|
|
16,037,414
|
|
|
2.1
|
|
|
|
|
|
|
|
|
|
||||
Net interest margin
|
|
3.50
|
%
|
|
3.51
|
|
|
(1
|
) bp
|
|
Non-performing assets ratio
|
|
3.57
|
|
|
5.50
|
|
|
(193
|
)
|
|
Past dues over 90 days
|
|
0.03
|
|
|
0.07
|
|
|
(4
|
)
|
|
Net charge-off ratio
|
|
2.45
|
|
|
2.84
|
|
|
(39
|
)
|
|
|
|
|
|
|
|
|
||||
Tier 1 capital
|
|
$
|
2,832,244
|
|
|
2,780,774
|
|
|
1.9
|
%
|
Tier 1 common equity
|
|
1,865,662
|
|
|
1,824,493
|
|
|
2.3
|
|
|
Total risk-based capital
|
|
3,460,998
|
|
|
3,544,089
|
|
|
(2.3
|
)
|
|
Tier 1 capital ratio
|
|
13.24
|
%
|
|
12.94
|
|
|
30
|
bp
|
|
Tier 1 common equity ratio
|
|
8.72
|
|
|
8.49
|
|
|
23
|
|
|
Total risk-based capital ratio
|
|
16.18
|
|
|
16.49
|
|
|
(31
|
)
|
|
Total shareholders’ equity to total assets ratio
(2)
|
|
13.34
|
|
|
10.41
|
|
|
293
|
|
|
Tangible common equity to tangible assets ratio
(1)
|
|
9.66
|
|
|
6.81
|
|
|
285
|
|
|
Tangible common equity to risk-weighted assets ratio
(1)
|
|
12.07
|
|
|
8.60
|
|
|
347
|
|
|
Tangible book value per common share
(1)
(3) (4)
|
|
$
|
2.95
|
|
|
2.02
|
|
|
46.0
|
%
|
|
|
|
|
|
|
|
(1)
|
See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures” of this Report for further information.
|
(2)
|
Total shareholders’ equity divided by total assets.
|
(3)
|
Excludes the carrying value of goodwill and other intangible assets from common equity and total assets.
|
(4)
|
Equity and common shares exclude impact of unexercised tangible equity units (tMEDS).
|
Table 12 - Investment Securities Available for Sale
|
|||||||
|
|
December 31,
|
|||||
(in thousands)
|
|
2012
|
|
2011
|
|||
U.S. Treasury securities
|
|
$
|
356
|
|
|
426
|
|
U.S. Government agency securities
|
|
38,046
|
|
|
40,493
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
293,310
|
|
|
675,421
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
245,593
|
|
|
285,753
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
1,867,493
|
|
|
2,002,006
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
514,489
|
|
|
651,500
|
|
|
State and municipal securities
|
|
15,798
|
|
|
25,318
|
|
|
Equity securities
|
|
3,740
|
|
|
3,759
|
|
|
Other investments
|
|
2,287
|
|
|
5,449
|
|
|
Total fair value
|
|
$
|
2,981,112
|
|
|
3,690,125
|
|
|
|
|
|
|
Table 14 - Loans by Portfolio Class
|
|
December 31,
|
||||||||||||
|
|
2012
|
|
2011
|
||||||||||
(dollars in thousands)
|
|
Total Loans
|
|
%
(1)
|
|
Total Loans
|
|
%
(1)
|
||||||
Investment properties
|
|
$
|
4,376,118
|
|
|
22.4
|
%
|
|
$
|
4,557,313
|
|
|
22.7
|
%
|
1-4 family properties
|
|
1,279,105
|
|
|
6.5
|
|
|
1,618,484
|
|
|
8.1
|
|
||
Land acquisition
|
|
794,229
|
|
|
4.1
|
|
|
1,094,821
|
|
|
5.4
|
|
||
Total commercial real estate
|
|
6,449,452
|
|
|
33.0
|
|
|
7,270,618
|
|
|
36.2
|
|
||
Commercial, financial, and agricultural
|
|
5,301,134
|
|
|
27.1
|
|
|
5,088,420
|
|
|
25.3
|
|
||
Owner-occupied
|
|
3,800,380
|
|
|
19.4
|
|
|
3,852,854
|
|
|
19.2
|
|
||
Total commercial and industrial
|
|
9,101,514
|
|
|
46.5
|
|
|
8,941,274
|
|
|
44.5
|
|
||
Home equity lines
|
|
1,542,397
|
|
|
7.9
|
|
|
1,619,585
|
|
|
8.1
|
|
||
Consumer mortgages
|
|
1,394,248
|
|
|
7.1
|
|
|
1,411,749
|
|
|
7.0
|
|
||
Credit cards
|
|
263,561
|
|
|
1.3
|
|
|
273,098
|
|
|
1.3
|
|
||
Small business
|
|
516,349
|
|
|
2.7
|
|
|
300,332
|
|
|
1.5
|
|
||
Other retail loans
|
|
294,542
|
|
|
1.5
|
|
|
275,143
|
|
|
1.4
|
|
||
Total retail
|
|
4,011,097
|
|
|
20.5
|
|
|
3,879,907
|
|
|
19.3
|
|
||
Deferred fees and costs, net
|
|
(20,373
|
)
|
|
nm
|
|
|
(11,986
|
)
|
|
nm
|
|
||
Total loans, net of deferred fees and costs
|
|
$
|
19,541,690
|
|
|
100.0
|
%
|
|
$
|
20,079,813
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
Table 17- Retail Loans by State
(1)
|
December 31,
|
|||||
(in thousands)
|
2012
|
|
2011
|
|||
Georgia
(2)
|
$
|
1,942,632
|
|
|
1,846,443
|
|
Florida
|
527,506
|
|
|
479,790
|
|
|
Alabama
|
702,608
|
|
|
708,591
|
|
|
Tennessee
|
270,811
|
|
|
278,589
|
|
|
South Carolina
|
567,540
|
|
|
566,494
|
|
|
Total retail loans
|
$
|
4,011,097
|
|
|
3,879,907
|
|
|
Table 19 - Composition of Deposits
|
|||||||||||||
(dollars in thousands)
|
2012
|
|
%
(1)
|
|
2011
|
|
%
(1)
|
||||||
Non-interest bearing demand deposits
|
$
|
5,665,527
|
|
|
26.9
|
%
|
|
$
|
5,366,868
|
|
|
23.9
|
%
|
Interest bearing demand deposits
|
4,016,209
|
|
|
19.1
|
|
|
3,613,060
|
|
|
16.1
|
|
||
Money market accounts, excluding brokered deposits
|
6,136,538
|
|
|
29.1
|
|
|
6,542,448
|
|
|
29.2
|
|
||
Savings deposits
|
562,717
|
|
|
2.7
|
|
|
515,038
|
|
|
2.3
|
|
||
Time deposits, excluding brokered deposits
|
3,583,304
|
|
|
17.0
|
|
|
4,591,164
|
|
|
20.5
|
|
||
Brokered deposits
|
1,092,749
|
|
|
5.2
|
|
|
1,783,174
|
|
|
8.0
|
|
||
Total deposits
|
21,057,044
|
|
|
100.0
|
|
|
22,411,752
|
|
|
100.0
|
|
||
Core deposits
(2)
|
19,964,295
|
|
|
94.8
|
|
|
20,628,578
|
|
|
92.0
|
|
||
Core deposits excluding time deposits
(2)
|
$
|
16,380,991
|
|
|
77.8
|
%
|
|
$
|
16,037,414
|
|
|
71.6
|
%
|
|
|
|
|
|
|
|
|
Table 21- Net Interest Income
|
|
|
||||||||
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||
Interest income
|
|
$
|
1,004,140
|
|
|
1,141,756
|
|
|
1,320,581
|
|
Taxable-equivalent adjustment
|
|
3,106
|
|
|
3,580
|
|
|
4,224
|
|
|
Interest income, taxable-equivalent
|
|
1,007,246
|
|
|
1,145,336
|
|
|
1,324,805
|
|
|
Interest expense
|
|
150,023
|
|
|
217,602
|
|
|
334,248
|
|
|
Net interest income, taxable-equivalent
|
|
$
|
857,223
|
|
|
927,734
|
|
|
990,557
|
|
|
|
|
|
|
|
|
Table 22 - Average Balances, Interest, and Yields
|
||||||||||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||||||
(dollars in thousands)
|
|
Average
Balance
|
|
Interest
|
|
Yield/
Rate
|
|
Average
Balance
|
|
Interest
|
|
Yield/
Rate
|
|
Average
Balance
|
|
Interest
|
|
Yield/
Rate
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable loans, net(
1)(2)
|
|
$
|
19,645,210
|
|
|
919,945
|
|
|
4.68
|
%
|
|
$
|
20,563,724
|
|
|
1,014,144
|
|
|
4.93
|
%
|
|
$
|
23,480,939
|
|
|
1,166,045
|
|
|
4.97
|
%
|
Tax-exempt loans, net
(1)(2)(3)
|
|
145,767
|
|
|
7,576
|
|
|
5.20
|
|
|
153,181
|
|
|
8,110
|
|
|
5.29
|
|
|
143,173
|
|
|
7,891
|
|
|
5.51
|
|
|||
Less Allowance for loan losses
|
|
469,714
|
|
|
—
|
|
|
—
|
|
|
649,024
|
|
|
—
|
|
|
—
|
|
|
899,015
|
|
|
—
|
|
|
—
|
|
|||
Loans, net
|
|
19,321,263
|
|
|
927,521
|
|
|
4.80
|
|
|
20,067,881
|
|
|
1,022,254
|
|
|
5.09
|
|
|
22,725,097
|
|
|
1,173,936
|
|
|
5.17
|
|
|||
Investment securities
available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable investment securities
|
|
3,419,556
|
|
|
66,416
|
|
|
1.94
|
|
|
3,309,981
|
|
|
106,010
|
|
|
3.20
|
|
|
3,045,501
|
|
|
127,669
|
|
|
4.19
|
|
|||
Tax-exempt investment
securities
(3)
|
|
20,451
|
|
|
1,319
|
|
|
6.45
|
|
|
32,177
|
|
|
2,167
|
|
|
6.73
|
|
|
62,999
|
|
|
4,410
|
|
|
7.00
|
|
|||
Total investment securities
|
|
3,440,007
|
|
|
67,735
|
|
|
1.97
|
|
|
3,342,158
|
|
|
108,177
|
|
|
3.24
|
|
|
3,108,500
|
|
|
132,079
|
|
|
4.25
|
|
|||
Trading account assets
|
|
12,632
|
|
|
963
|
|
|
7.62
|
|
|
17,706
|
|
|
925
|
|
|
5.22
|
|
|
15,664
|
|
|
843
|
|
|
5.38
|
|
|||
Interest earning deposits with
banks
|
|
20,700
|
|
|
76
|
|
|
0.37
|
|
|
23,712
|
|
|
114
|
|
|
0.48
|
|
|
18,474
|
|
|
15
|
|
|
0.08
|
|
|||
Due from Federal Reserve
Bank
|
|
1,374,634
|
|
|
3,451
|
|
|
0.25
|
|
|
2,639,885
|
|
|
6,660
|
|
|
0.25
|
|
|
3,156,763
|
|
|
7,986
|
|
|
0.25
|
|
|||
Federal funds sold and
securities purchased under
resale agreements
|
|
123,732
|
|
|
140
|
|
|
0.11
|
|
|
149,893
|
|
|
118
|
|
|
0.08
|
|
|
173,268
|
|
|
229
|
|
|
0.13
|
|
|||
FHLB and Federal Reserve
Bank stock
|
|
65,379
|
|
|
1,159
|
|
|
1.77
|
|
|
99,028
|
|
|
893
|
|
|
0.90
|
|
|
129,508
|
|
|
1,063
|
|
|
0.82
|
|
|||
Mortgage loans held for sale
|
|
146,892
|
|
|
6,201
|
|
|
4.22
|
|
|
121,244
|
|
|
6,195
|
|
|
5.11
|
|
|
171,361
|
|
|
8,654
|
|
|
5.05
|
|
|||
Total interest earning assets
|
|
24,505,239
|
|
|
1,007,246
|
|
|
4.11
|
%
|
|
26,461,507
|
|
|
1,145,336
|
|
|
4.33
|
%
|
|
29,498,635
|
|
|
1,324,805
|
|
|
4.49
|
%
|
|||
Cash and due from banks
|
|
450,965
|
|
|
|
|
|
|
437,648
|
|
|
|
|
|
|
526,301
|
|
|
|
|
|
|||||||||
Premises and equipment, net
|
|
479,878
|
|
|
|
|
|
|
502,390
|
|
|
|
|
|
|
565,896
|
|
|
|
|
|
|||||||||
Other real estate
|
|
198,295
|
|
|
|
|
|
|
261,369
|
|
|
|
|
|
|
237,773
|
|
|
|
|
|
|||||||||
Other assets
(4)
|
|
734,944
|
|
|
|
|
|
|
849,279
|
|
|
|
|
|
|
1,137,575
|
|
|
|
|
|
|||||||||
Total assets
|
|
$
|
26,369,321
|
|
|
|
|
|
|
$
|
28,512,193
|
|
|
|
|
|
|
$
|
31,966,180
|
|
|
|
|
|
||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest bearing demand
deposits
|
|
$
|
3,540,734
|
|
|
7,467
|
|
|
0.21
|
%
|
|
$
|
3,416,021
|
|
|
10,296
|
|
|
0.30
|
%
|
|
$
|
3,680,419
|
|
|
14,036
|
|
|
0.38
|
%
|
Money market accounts
|
|
6,834,271
|
|
|
26,794
|
|
|
0.39
|
|
|
6,884,462
|
|
|
47,489
|
|
|
0.69
|
|
|
7,389,926
|
|
|
73,242
|
|
|
0.99
|
|
|||
Savings deposits
|
|
551,803
|
|
|
598
|
|
|
0.11
|
|
|
513,123
|
|
|
679
|
|
|
0.13
|
|
|
486,176
|
|
|
705
|
|
|
0.15
|
|
|||
Time deposits
|
|
5,062,826
|
|
|
60,890
|
|
|
1.20
|
|
|
7,320,737
|
|
|
115,420
|
|
|
1.58
|
|
|
10,350,182
|
|
|
200,344
|
|
|
1.94
|
|
|||
Federal funds purchased and
securities sold under
repurchase agreements
|
|
320,338
|
|
|
614
|
|
|
0.19
|
|
|
389,582
|
|
|
1,064
|
|
|
0.27
|
|
|
480,700
|
|
|
1,921
|
|
|
0.40
|
|
|||
Long-term debt
|
|
1,457,020
|
|
|
53,660
|
|
|
3.68
|
|
|
1,731,218
|
|
|
42,654
|
|
|
2.46
|
|
|
1,807,021
|
|
|
44,000
|
|
|
2.43
|
|
|||
Total interest bearing liabilities
|
|
17,766,992
|
|
|
150,023
|
|
|
0.84
|
%
|
|
20,255,143
|
|
|
217,602
|
|
|
1.07
|
%
|
|
24,194,424
|
|
|
334,248
|
|
|
1.38
|
%
|
|||
Non-interest bearing demand deposits
|
|
5,507,895
|
|
|
|
|
|
|
5,082,164
|
|
|
|
|
|
|
4,315,353
|
|
|
|
|
|
|||||||||
Other liabilities
|
|
235,307
|
|
|
|
|
|
|
263,184
|
|
|
|
|
|
|
298,200
|
|
|
|
|
|
|||||||||
Equity
|
|
2,859,127
|
|
|
|
|
|
|
2,911,702
|
|
|
|
|
|
|
3,158,203
|
|
|
|
|
|
|||||||||
Total liabilities and equity
|
|
$
|
26,369,321
|
|
|
|
|
|
|
$
|
28,512,193
|
|
|
|
|
|
|
$
|
31,966,180
|
|
|
|
|
|
||||||
Net interest income/margin
|
|
|
|
857,223
|
|
|
3.50
|
%
|
|
|
|
927,734
|
|
|
3.51
|
%
|
|
|
|
990,557
|
|
|
3.36
|
%
|
||||||
Less Taxable-equivalent adjustment
|
|
|
|
3,106
|
|
|
|
|
|
|
3,580
|
|
|
|
|
|
|
4,224
|
|
|
|
|||||||||
Net interest income, actual
|
|
|
|
854,117
|
|
|
|
|
|
|
924,154
|
|
|
|
|
|
|
986,333
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Average loans are shown net of deferred fees and costs. Non-performing loans are included.
|
(2)
|
Interest income includes loan fees as follows:
2012
— $19.8 million,
2011
— $17.3 million, and
2010
— $18.4
million.
|
(3)
|
Reflects taxable-equivalent adjustments, using the statutory federal tax rate of 35%, adjusting interest on tax-exempt loans and investment securities to a taxable-equivalent basis.
|
(4)
|
Includes average net unrealized gains on investment securities available for sale of $66.3 million, $98.6 million, and $129.6 million for the years ended
December 31, 2012
,
2011
, and
2010
, respectively.
|
Table 23 - Rate/Volume Analysis
|
|
2012 Compared to 2011
|
|
2011 Compared to 2010
|
|||||||||||||||
|
|
Change Due to
(1)
|
|
Change Due to
(1)
|
|||||||||||||||
(in thousands)
|
|
Volume
|
|
Yield/Rate
|
|
Net Change
|
|
Volume
|
|
Yield/Rate
|
|
Net Change
|
|||||||
Interest earned on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Taxable loans, net
|
|
$
|
(45,283
|
)
|
|
(48,916
|
)
|
|
(94,199
|
)
|
|
(144,986
|
)
|
|
(6,915
|
)
|
|
(151,901
|
)
|
Tax-exempt loans, net
(2)
|
|
(392
|
)
|
|
(142
|
)
|
|
(534
|
)
|
|
551
|
|
|
(332
|
)
|
|
219
|
|
|
Taxable investment securities
|
|
3,506
|
|
|
(43,100
|
)
|
|
(39,594
|
)
|
|
11,082
|
|
|
(32,741
|
)
|
|
(21,659
|
)
|
|
Tax-exempt investment securities
(2)
|
|
(789
|
)
|
|
(59
|
)
|
|
(848
|
)
|
|
(2,158
|
)
|
|
(85
|
)
|
|
(2,243
|
)
|
|
Trading account assets
|
|
(265
|
)
|
|
303
|
|
|
38
|
|
|
110
|
|
|
(28
|
)
|
|
82
|
|
|
Interest earning deposits with banks
|
|
(14
|
)
|
|
(24
|
)
|
|
(38
|
)
|
|
4
|
|
|
95
|
|
|
99
|
|
|
Due from Federal Reserve Bank
|
|
(3,163
|
)
|
|
(46
|
)
|
|
(3,209
|
)
|
|
(1,292
|
)
|
|
(34)
|
|
|
(1,326
|
)
|
|
Federal funds sold and securities
purchased under resale agreements
|
|
(21
|
)
|
|
43
|
|
|
22
|
|
|
(30
|
)
|
|
(82
|
)
|
|
(112
|
)
|
|
FHLB and Federal Reserve Bank stock
|
|
(303
|
)
|
|
569
|
|
|
266
|
|
|
(250
|
)
|
|
80
|
|
|
(170
|
)
|
|
Mortgage loans held for sale
|
|
1,311
|
|
|
(1,305
|
)
|
|
6
|
|
|
(2,531
|
)
|
|
72
|
|
|
(2,459
|
)
|
|
Total interest income
|
|
(45,413
|
)
|
|
(92,677
|
)
|
|
(138,090
|
)
|
|
(139,500
|
)
|
|
(39,970
|
)
|
|
(179,470
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest paid on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest bearing demand deposits
|
|
374
|
|
|
(3,203
|
)
|
|
(2,829
|
)
|
|
(1,005)
|
|
|
(2,735
|
)
|
|
(3,740
|
)
|
|
Money market accounts
|
|
(346
|
)
|
|
(20,349
|
)
|
|
(20,695
|
)
|
|
(5,004
|
)
|
|
(20,749
|
)
|
|
(25,753
|
)
|
|
Savings deposits
|
|
50
|
|
|
(131
|
)
|
|
(81
|
)
|
|
40
|
|
|
(67
|
)
|
|
(27
|
)
|
|
Time deposits
|
|
(35,675
|
)
|
|
(18,855
|
)
|
|
(54,530
|
)
|
|
(58,771
|
)
|
|
(26,153
|
)
|
|
(84,924
|
)
|
|
Federal funds purchased and securities sold under repurchase agreements
|
|
(187
|
)
|
|
(263
|
)
|
|
(450
|
)
|
|
(364
|
)
|
|
(493
|
)
|
|
(857
|
)
|
|
Other borrowed funds
|
|
(6,745
|
)
|
|
17,751
|
|
|
11,006
|
|
|
(1,842
|
)
|
|
496
|
|
|
(1,346
|
)
|
|
Total interest expense
|
|
(42,529
|
)
|
|
(25,050
|
)
|
|
(67,579
|
)
|
|
(66,946
|
)
|
|
(49,701
|
)
|
|
(116,647
|
)
|
|
Net interest income
|
|
$
|
(2,884
|
)
|
|
(67,627
|
)
|
|
(70,511
|
)
|
|
(72,554
|
)
|
|
9,731
|
|
|
(62,823
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The change in interest due to both rate and volume has been allocated to the yield/rate component.
|
(2)
|
Reflects taxable-equivalent adjustments, using the statutory federal income tax rate of 35%, in adjusting interest on tax-exempt loans and investment securities to a taxable-equivalent basis.
|
Table 24 - Non-interest Income
|
||||||||||
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||
Service charges on deposit accounts
|
|
$
|
78,203
|
|
|
78,770
|
|
|
105,114
|
|
Fiduciary and asset management fees
|
|
42,503
|
|
|
45,809
|
|
|
44,142
|
|
|
Brokerage revenue
|
|
26,913
|
|
|
26,006
|
|
|
28,184
|
|
|
Mortgage banking income
|
|
32,272
|
|
|
20,316
|
|
|
33,334
|
|
|
Bankcard fees
|
|
34,075
|
|
|
41,493
|
|
|
41,420
|
|
|
Investment securities gains (losses), net
|
|
39,142
|
|
|
75,007
|
|
|
(1,271
|
)
|
|
Other fee income
|
|
21,138
|
|
|
19,953
|
|
|
21,129
|
|
|
Increase (decrease) in fair value of private equity investments, net
|
|
8,233
|
|
|
(1,118
|
)
|
|
7,203
|
|
|
Other non-interest income
|
|
31,487
|
|
|
32,638
|
|
|
26,092
|
|
|
Total non-interest income
|
|
$
|
313,966
|
|
|
338,874
|
|
|
305,347
|
|
|
|
|
|
|
|
|
Table 25 - Non-interest Expense
|
|
|
||||||||
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||
Salaries and other personnel expense
|
|
$
|
375,872
|
|
|
371,148
|
|
|
418,629
|
|
Net occupancy and equipment expense
|
|
105,575
|
|
|
114,037
|
|
|
122,046
|
|
|
FDIC insurance and other regulatory fees
|
|
45,408
|
|
|
59,063
|
|
|
69,480
|
|
|
Foreclosed real estate expense, net
|
|
90,655
|
|
|
133,570
|
|
|
163,630
|
|
|
Losses (gains) on other loans held for sale, net
|
|
4,681
|
|
|
(2,737
|
)
|
|
3,050
|
|
|
Professional fees
|
|
41,307
|
|
|
40,585
|
|
|
45,554
|
|
|
Data processing expense
|
|
33,440
|
|
|
35,757
|
|
|
45,478
|
|
|
Visa indemnification charges
|
|
6,304
|
|
|
6,038
|
|
|
—
|
|
|
Restructuring charges
|
|
5,412
|
|
|
30,665
|
|
|
5,538
|
|
|
Loss (gain) on curtailment of post-retirement defined benefit plan
|
|
—
|
|
|
398
|
|
|
(7,092
|
)
|
|
Other operating expenses
|
|
107,583
|
|
|
115,241
|
|
|
143,263
|
|
|
Total non-interest expense
|
|
$
|
816,237
|
|
|
903,765
|
|
|
1,009,576
|
|
|
|
|
|
|
|
|
Table 28- NPL Inflows by Portfolio Class
|
Years Ended December 31,
|
|||||
(in thousands)
|
2012
|
|
2011
|
|||
Investment properties
|
$
|
164,441
|
|
|
158,048
|
|
1-4 family properties
|
84,174
|
|
|
191,277
|
|
|
Land acquisition
|
196,337
|
|
|
197,186
|
|
|
Total commercial real estate
|
444,952
|
|
|
546,511
|
|
|
Commercial and industrial
|
119,576
|
|
|
291,112
|
|
|
Retail
|
76,878
|
|
|
111,178
|
|
|
Total NPL inflows
|
$
|
641,406
|
|
|
948,801
|
|
|
|
|
|
Table 29 - Accruing TDRs by Risk Grade
|
December 31,
|
||||||||||||
|
2012
|
|
2011
|
||||||||||
(dollars in thousands)
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Pass
|
$
|
145,435
|
|
|
21.6
|
%
|
|
$
|
84,150
|
|
|
12.6
|
%
|
Special mention
|
248,661
|
|
|
36.9
|
|
|
218,276
|
|
|
32.6
|
|
||
Substandard accruing
|
279,287
|
|
|
41.5
|
|
|
366,046
|
|
|
54.8
|
|
||
Total accruing TDRs
|
$
|
673,383
|
|
|
100.0
|
%
|
|
$
|
668,472
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
Table 31- Non-accruing TDRs by Portfolio Class
|
December 31,
|
|||||
(dollars in thousands)
|
2012
|
|
2011
|
|||
Investment properties
|
$
|
11,812
|
|
|
34,307
|
|
1-4 family properties
|
26,084
|
|
|
51,615
|
|
|
Land acquisition
|
31,573
|
|
|
51,788
|
|
|
Total commercial real estate
|
69,469
|
|
|
137,710
|
|
|
Commercial and industrial
|
19,053
|
|
|
67,714
|
|
|
Home equity lines
|
992
|
|
|
1,802
|
|
|
Consumer mortgages
|
3,352
|
|
|
6,672
|
|
|
Small business
|
1,062
|
|
|
—
|
|
|
Other retail loans
|
467
|
|
|
25
|
|
|
Total retail
|
5,873
|
|
|
8,499
|
|
|
Total non-accruing TDRs
|
$
|
94,395
|
|
|
213,923
|
|
|
|
|
|
Table 33 - Substandard Accruing Loans by Portfolio Class
|
December 31,
|
|||||
(dollars in thousands)
|
2012
|
|
2011
|
|||
Investment properties
|
$
|
161,616
|
|
|
240,175
|
|
1-4 family properties
|
106,166
|
|
|
174,665
|
|
|
Land acquisition
|
42,247
|
|
|
227,512
|
|
|
Total commercial real estate
|
310,029
|
|
|
642,352
|
|
|
Commercial and industrial
|
336,913
|
|
|
498,658
|
|
|
Home equity lines
|
13,927
|
|
|
16,088
|
|
|
Consumer mortgages
|
—
|
|
|
10,106
|
|
|
Credit cards
|
3,367
|
|
|
2,474
|
|
|
Small business
|
6,308
|
|
|
2,522
|
|
|
Other retail loans
|
2,042
|
|
|
3,964
|
|
|
Total retail
|
25,644
|
|
|
35,154
|
|
|
Total substandard accruing loans
|
$
|
672,586
|
|
|
1,176,164
|
|
|
|
|
|
Table 34 - Special Mention Loans by Portfolio Class
|
December 31,
|
|||||
(in thousands)
|
2012
|
|
2011
|
|||
Investment properties
|
$
|
463,532
|
|
|
778,009
|
|
1-4 family properties
|
197,148
|
|
|
269,152
|
|
|
Land acquisition
|
143,685
|
|
|
132,799
|
|
|
Total commercial real estate
|
804,365
|
|
|
1,179,960
|
|
|
Commercial and industrial
|
572,591
|
|
|
909,255
|
|
|
Total special mention loans
|
$
|
1,376,956
|
|
|
2,089,215
|
|
|
|
|
|
Table 35 - Net Charge-offs by Portfolio Class
|
Years Ended December 31,
|
||||||||||||
|
2012
|
|
2011
|
||||||||||
(in thousands)
|
Amount
|
|
%
(1)
|
|
Amount
|
|
%
(1)
|
||||||
Investment properties
|
$
|
83,242
|
|
|
1.88
|
%
|
|
$
|
134,049
|
|
|
2.80
|
%
|
1-4 family properties
|
80,327
|
|
|
5.42
|
|
|
132,005
|
|
|
7.09
|
|
||
Land for future development
|
116,554
|
|
|
11.92
|
|
|
92,639
|
|
|
7.90
|
|
||
Total commercial real estate
|
280,123
|
|
|
4.06
|
|
|
358,693
|
|
|
4.59
|
|
||
Commercial and industrial
|
153,704
|
|
|
1.72
|
|
|
156,930
|
|
|
1.75
|
|
||
Retail
|
49,631
|
|
|
1.26
|
|
|
70,225
|
|
|
1.81
|
|
||
Total net charge-offs
|
$
|
483,458
|
|
|
2.45
|
%
|
|
$
|
585,848
|
|
|
2.84
|
%
|
|
|
|
|
|
|
|
|
Table 38 - Selected Credit Quality Metrics
|
December 31,
|
||||||||||||||
(dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||
Non-performing loans
|
$
|
543,333
|
|
|
883,021
|
|
|
891,622
|
|
|
1,555,776
|
|
|
920,506
|
|
Impaired loans held for sale
|
9,455
|
|
|
30,156
|
|
|
127,365
|
|
|
36,816
|
|
|
3,527
|
|
|
Other real estate
|
150,271
|
|
|
204,232
|
|
|
261,305
|
|
|
238,807
|
|
|
246,121
|
|
|
Non-performing assets
|
$
|
703,059
|
|
|
1,117,409
|
|
|
1,280,292
|
|
|
1,831,399
|
|
|
1,170,154
|
|
Loans 90 days past due and still accruing
|
$
|
6,811
|
|
|
14,520
|
|
|
16,222
|
|
|
19,938
|
|
|
38,794
|
|
As a % of loans
|
0.03
|
|
|
0.07
|
|
|
0.08
|
|
|
0.08
|
|
|
0.14
|
|
|
Total past due loans and still accruing
|
$
|
104,825
|
|
|
149,442
|
|
|
176,756
|
|
|
262,446
|
|
|
362,538
|
|
As a % of loans
|
0.54
|
|
|
0.74
|
|
|
0.82
|
|
|
1.03
|
|
|
1.3
|
|
|
Accruing TDRs
|
$
|
673,383
|
|
|
668,472
|
|
|
464,123
|
|
|
213,552
|
|
|
1,202
|
|
Non-performing loans as a % of total loans
|
2.78
|
|
|
4.40
|
|
|
4.13
|
|
|
6.13
|
|
|
3.30
|
|
|
Non-performing assets as a % of total loans, other loans held for sale, and ORE
|
3.57
|
|
|
5.50
|
|
|
5.83
|
|
|
7.14
|
|
|
4.15
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 40 – Capital Ratios
|
|
|
|
|
|||
(dollars in thousands)
|
|
December 31, 2012
|
|
December 31, 2011
|
|||
Tier 1 capital
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
$
|
2,832,244
|
|
|
2,780,774
|
|
Synovus Bank
|
|
3,173,530
|
|
|
2,950,329
|
|
|
Tier 1 common equity
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
1,865,662
|
|
|
1,824,493
|
|
|
Total risk-based capital
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
3,460,998
|
|
|
3,544,089
|
|
|
Synovus Bank
|
|
3,441,364
|
|
|
3,219,480
|
|
|
Tier 1 capital ratio
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
13.24
|
%
|
|
12.94
|
|
|
Synovus Bank
|
|
14.88
|
|
|
13.87
|
|
|
Tier 1 common equity ratio
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
8.72
|
|
|
8.49
|
|
|
Total risk-based capital to risk-weighted assets ratio
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
16.18
|
|
|
16.49
|
|
|
Synovus Bank
|
|
16.14
|
|
|
15.14
|
|
|
Leverage ratio
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
11.00
|
|
|
10.08
|
|
|
Synovus Bank
|
|
12.41
|
|
|
10.82
|
|
|
Tangible common equity to tangible assets ratio
(1)
|
|
|
|
|
|||
Synovus Financial Corp.
|
|
9.66
|
|
|
6.81
|
|
|
|
|
|
|
|
Table 42 - Short-term Borrowings
|
|
|
|
|
|
|
||||
(dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||
Balance at December 31,
|
|
$
|
201,243
|
|
|
313,757
|
|
|
499,226
|
|
Weighted average interest rate at December 31,
|
|
0.16
|
%
|
|
0.24
|
|
|
0.30
|
|
|
Maximum month end balance during the year
|
|
$
|
398,853
|
|
|
452,903
|
|
|
543,690
|
|
Average amount outstanding during the year
|
|
320,338
|
|
|
389,582
|
|
|
480,700
|
|
|
Weighted average interest rate during the year
|
|
0.19
|
%
|
|
0.27
|
|
|
0.40
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||||||||||
(dollars in thousands, except share data)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||
Net Loan Growth (Decline)
|
|
|
|
|
|
|
|
|
|
||||||
Decline in total loans
|
$
|
(538,122
|
)
|
|
(1,505,950
|
)
|
|
(3,798,177
|
)
|
|
(2
|
)
|
|
(2
|
)
|
Transfers to other loans held for sale
|
756,268
|
|
|
519,308
|
|
|
1,091,131
|
|
|
(2
|
)
|
|
(2
|
)
|
|
Foreclosures
|
154,747
|
|
|
224,786
|
|
|
378,172
|
|
|
(2
|
)
|
|
(2
|
)
|
|
Charge-offs excluding transfers to other loans held for sale and loan sales
|
215,913
|
|
|
390,924
|
|
|
967,111
|
|
|
(2
|
)
|
|
(2
|
)
|
|
Net loan growth (decline)
|
$
|
588,806
|
|
|
(370,932
|
)
|
|
(1,361,763
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||
Core Deposits and Core Deposits Excluding Time Deposits
|
|
|
|
|
|
|
|
|
|
||||||
Total deposits
|
$
|
21,057,044
|
|
|
22,411,752
|
|
|
24,500,304
|
|
|
27,433,533
|
|
|
28,617,179
|
|
Brokered deposits
|
(1,092,749
|
)
|
|
(1,783,174
|
)
|
|
(3,152,349
|
)
|
|
(5,039,328
|
)
|
|
(6,338,078
|
)
|
|
Core deposits
|
19,964,295
|
|
|
20,628,578
|
|
|
21,347,955
|
|
|
22,394,205
|
|
|
22,279,101
|
|
|
Time deposits
|
(3,583,304
|
)
|
|
(4,591,164
|
)
|
|
(5,911,150
|
)
|
|
(7,597,738
|
)
|
|
(8,809,429
|
)
|
|
Core deposits excluding time deposits
|
$
|
16,380,991
|
|
|
16,037,414
|
|
|
15,436,805
|
|
|
14,796,467
|
|
|
13,469,672
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Tangible Common Equity Ratio
|
|
|
|
|
|
|
|
|
|
||||||
Total risk-weighted assets
|
$
|
21,387,935
|
|
|
21,486,822
|
|
|
22,748,532
|
|
|
26,781,973
|
|
|
32,106,501
|
|
Total assets
|
26,760,012
|
|
|
27,162,845
|
|
|
30,093,148
|
|
|
32,831,418
|
|
|
35,786,269
|
|
|
Goodwill
|
(24,431
|
)
|
|
(24,431
|
)
|
|
(24,431
|
)
|
|
(24,431
|
)
|
|
(39,521
|
)
|
|
Other intangible assets, net
|
(5,149
|
)
|
|
(8,525
|
)
|
|
(12,434
|
)
|
|
(16,649
|
)
|
|
(21,266
|
)
|
|
Tangible assets
|
$
|
26,730,432
|
|
|
27,129,889
|
|
|
30,056,283
|
|
|
32,790,338
|
|
|
35,725,482
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total shareholders’ equity
|
$
|
3,569,431
|
|
|
2,827,452
|
|
|
2,997,918
|
|
|
2,851,041
|
|
|
3,787,158
|
|
Goodwill
|
(24,431
|
)
|
|
(24,431
|
)
|
|
(24,431
|
)
|
|
(24,431
|
)
|
|
(39,521
|
)
|
|
Other intangible assets, net
|
(5,149
|
)
|
|
(8,525
|
)
|
|
(12,434
|
)
|
|
(16,649
|
)
|
|
(21,266
|
)
|
|
Series A Preferred Stock
|
(957,327
|
)
|
|
(947,017
|
)
|
|
(937,323
|
)
|
|
(928,207
|
)
|
|
(919,635
|
)
|
|
Tangible common equity
|
$
|
2,582,524
|
|
|
1,847,479
|
|
|
2,023,730
|
|
|
1,881,754
|
|
|
2,806,736
|
|
Tangible equity units
|
(260,084
|
)
|
|
(260,084
|
)
|
|
(260,122
|
)
|
|
—
|
|
|
—
|
|
|
Tangible common equity excluding tangible equity units
|
$
|
2,322,440
|
|
|
1,587,395
|
|
|
1,763,608
|
|
|
1,881,754
|
|
|
2,806,736
|
|
Common shares outstanding
|
786,579
|
|
|
785,295
|
|
|
785,263
|
|
|
489,828
|
|
|
330,334
|
|
|
Book value per common share
|
$
|
2.99
|
|
|
2.06
|
|
|
2.29
|
|
|
3.93
|
|
|
8.68
|
|
Tangible book value per common share
|
2.95
|
|
|
2.02
|
|
|
2.25
|
|
|
3.84
|
|
|
8.50
|
|
|
Total shareholders’ equity to total assets ratio
|
13.34
|
%
|
|
10.41
|
|
9.96
|
|
|
8.68
|
|
|
10.58
|
|
||
Tangible common equity to tangible assets ratio
|
9.66
|
|
|
6.81
|
|
|
6.73
|
|
|
5.74
|
|
|
7.86
|
|
|
Tangible common equity to risk-weighted assets ratio
|
12.07
|
%
|
|
8.60
|
|
|
8.90
|
|
|
7.03
|
|
|
8.74
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 46 - Core Deposit Beta Sensitivity
|
|
As of December 31, 2012
|
||
Change in Short-term Interest Rates (in basis points)
|
|
Base Scenario
|
|
15% Increase in Average Repricing Beta
|
+200
|
|
2.1%
|
|
1.2%
|
+100
|
|
1.6%
|
|
0.9%
|
|
|
|
|
|
|
|
December 31,
|
|||||
(in thousands, except share and per share data)
|
|
2012
|
|
2011
|
|||
ASSETS
|
|
|
|
|
|||
Cash and cash equivalents
|
|
$
|
614,630
|
|
|
510,423
|
|
Interest bearing funds with Federal Reserve Bank
|
|
1,498,390
|
|
|
1,567,006
|
|
|
Interest earning deposits with banks
|
|
23,442
|
|
|
13,590
|
|
|
Federal funds sold and securities purchased under resale agreements
|
|
113,517
|
|
|
158,916
|
|
|
Trading account assets, at fair value
|
|
11,102
|
|
|
16,866
|
|
|
Mortgage loans held for sale, at fair value
|
|
212,663
|
|
|
161,509
|
|
|
Other loans held for sale
|
|
10,690
|
|
|
30,156
|
|
|
Investment securities available for sale, at fair value
|
|
2,981,112
|
|
|
3,690,125
|
|
|
Loans, net of deferred fees and costs
|
|
19,541,690
|
|
|
20,079,813
|
|
|
Allowance for loan losses
|
|
(373,405
|
)
|
|
(536,494
|
)
|
|
Loans, net
|
|
19,168,285
|
|
|
19,543,319
|
|
|
Premises and equipment, net
|
|
479,546
|
|
|
486,923
|
|
|
Goodwill
|
|
24,431
|
|
|
24,431
|
|
|
Other intangible assets, net
|
|
5,149
|
|
|
8,525
|
|
|
Other real estate
|
|
150,271
|
|
|
204,232
|
|
|
Net deferred tax asset
|
|
806,406
|
|
|
2,138
|
|
|
Other assets
|
|
660,378
|
|
|
744,686
|
|
|
Total assets
|
|
$
|
26,760,012
|
|
|
27,162,845
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|||
Liabilities
|
|
|
|
|
|||
Deposits:
|
|
|
|
|
|||
Non-interest bearing deposits
|
|
$
|
5,665,527
|
|
|
5,366,868
|
|
Interest bearing deposits, excluding brokered deposits
|
|
14,298,768
|
|
|
15,261,710
|
|
|
Brokered deposits
|
|
1,092,749
|
|
|
1,783,174
|
|
|
Total deposits
|
|
21,057,044
|
|
|
22,411,752
|
|
|
Federal funds purchased and securities sold under repurchase agreements
|
|
201,243
|
|
|
313,757
|
|
|
Long-term debt
|
|
1,726,455
|
|
|
1,364,727
|
|
|
Other liabilities
|
|
205,839
|
|
|
245,157
|
|
|
Total liabilities
|
|
23,190,581
|
|
|
24,335,393
|
|
|
Shareholders' Equity
|
|
|
|
|
|||
Series A Preferred Stock – no par value.
Authorized
100,000,000 shares; 967,870 issued and outstanding at December 31,
2012 and 2011
|
|
957,327
|
|
|
947,017
|
|
|
Common stock - $1.00 par value. Authorized 1,200,000,000 shares;
issued 792,272,692 at December 31, 2012 and 790,988,880 at
December 31, 2011; outstanding 786,579,240 at December 31, 2012
and 785,295,428 at December 31, 2011
|
|
792,273
|
|
|
790,989
|
|
|
Additional paid-in capital
|
|
2,189,874
|
|
|
2,241,171
|
|
|
Treasury stock, at cost – 5,693,452 shares at December 31, 2012 and
December 31, 2011
|
|
(114,176
|
)
|
|
(114,176
|
)
|
|
Accumulated other comprehensive income
|
|
4,101
|
|
|
21,093
|
|
|
Accumulated deficit
|
|
(259,968
|
)
|
|
(1,058,642
|
)
|
|
Total shareholders’ equity
|
|
3,569,431
|
|
|
2,827,452
|
|
|
Total liabilities and shareholders' equity
|
|
$
|
26,760,012
|
|
|
27,162,845
|
|
|
|
|
|
|
|
||||||||||
|
|
Years Ended December 31,
|
||||||||
(in thousands, except per share data)
|
|
2012
|
|
2011
|
|
2010
|
||||
Interest income:
|
|
|
|
|
|
|
||||
Loans, including fees
|
|
$
|
924,639
|
|
|
1,019,036
|
|
|
1,170,941
|
|
Investment securities available for sale
|
|
68,440
|
|
|
108,328
|
|
|
131,664
|
|
|
Trading account assets
|
|
963
|
|
|
925
|
|
|
843
|
|
|
Mortgage loans held for sale
|
|
6,201
|
|
|
6,195
|
|
|
8,654
|
|
|
Federal Reserve Bank balances
|
|
3,451
|
|
|
6,660
|
|
|
7,986
|
|
|
Other earning assets
|
|
446
|
|
|
612
|
|
|
493
|
|
|
Total interest income
|
|
1,004,140
|
|
|
1,141,756
|
|
|
1,320,581
|
|
|
Interest expense:
|
|
|
|
|
|
|
||||
Deposits
|
|
95,749
|
|
|
173,885
|
|
|
288,327
|
|
|
Federal funds purchased and securities sold under repurchase agreements
|
|
614
|
|
|
1,063
|
|
|
1,921
|
|
|
Long-term debt
|
|
53,660
|
|
|
42,654
|
|
|
44,000
|
|
|
Total interest expense
|
|
150,023
|
|
|
217,602
|
|
|
334,248
|
|
|
Net interest income
|
|
854,117
|
|
|
924,154
|
|
|
986,333
|
|
|
Provision for loan losses
|
|
320,369
|
|
|
418,795
|
|
|
1,131,274
|
|
|
Net interest income (expense) after provision for loan losses
|
|
533,748
|
|
|
505,359
|
|
|
(144,941
|
)
|
|
Non-interest income:
|
|
|
|
|
|
|
||||
Service charges on deposit accounts
|
|
78,203
|
|
|
78,770
|
|
|
105,114
|
|
|
Fiduciary and asset management fees
|
|
42,503
|
|
|
45,809
|
|
|
44,142
|
|
|
Brokerage revenue
|
|
26,913
|
|
|
26,006
|
|
|
28,184
|
|
|
Mortgage banking income
|
|
32,272
|
|
|
20,316
|
|
|
33,334
|
|
|
Bankcard fees
|
|
34,075
|
|
|
41,493
|
|
|
41,420
|
|
|
Investment securities gains (losses), net
|
|
39,142
|
|
|
75,007
|
|
|
(1,271
|
)
|
|
Other fee income
|
|
21,138
|
|
|
19,953
|
|
|
21,129
|
|
|
Increase (decrease) in fair value of private equity investments, net
|
|
8,233
|
|
|
(1,118
|
)
|
|
7,203
|
|
|
Other non-interest income
|
|
31,487
|
|
|
32,638
|
|
|
26,092
|
|
|
Total non-interest income
|
|
313,966
|
|
|
338,874
|
|
|
305,347
|
|
|
Non-interest expense:
|
|
|
|
|
|
|
||||
Salaries and other personnel expense
|
|
375,872
|
|
|
371,148
|
|
|
418,629
|
|
|
Net occupancy and equipment expense
|
|
105,575
|
|
|
114,037
|
|
|
122,046
|
|
|
FDIC insurance and other regulatory fees
|
|
45,408
|
|
|
59,063
|
|
|
69,480
|
|
|
Foreclosed real estate expense, net
|
|
90,655
|
|
|
133,570
|
|
|
163,630
|
|
|
Losses (gains) on other loans held for sale, net
|
|
4,681
|
|
|
(2,737
|
)
|
|
3,050
|
|
|
Professional fees
|
|
41,307
|
|
|
40,585
|
|
|
45,554
|
|
|
Data processing expense
|
|
33,440
|
|
|
35,757
|
|
|
45,478
|
|
|
Visa indemnification charges
|
|
6,304
|
|
|
6,038
|
|
|
—
|
|
|
Restructuring charges
|
|
5,412
|
|
|
30,665
|
|
|
5,538
|
|
|
Loss (gain) on curtailment of post-retirement defined benefit plan
|
|
—
|
|
|
398
|
|
|
(7,092
|
)
|
|
Other operating expenses
|
|
107,583
|
|
|
115,241
|
|
|
143,263
|
|
|
Total non-interest expense
|
|
816,237
|
|
|
903,765
|
|
|
1,009,576
|
|
|
Income (loss) from continuing operations before income taxes
|
|
31,477
|
|
|
(59,532
|
)
|
|
(849,170
|
)
|
|
Income tax (benefit) expense
|
|
(798,732
|
)
|
|
1,312
|
|
|
(15,151
|
)
|
|
Income (loss) from continuing operations
|
|
830,209
|
|
|
(60,844
|
)
|
|
(834,019
|
)
|
|
Income from discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
43,162
|
|
|
Net income (loss)
|
|
830,209
|
|
|
(60,844
|
)
|
|
(790,857
|
)
|
|
Net loss attributable to non-controlling interest
|
|
—
|
|
|
(220
|
)
|
|
(179
|
)
|
|
Net income (loss) available to controlling interest
|
|
830,209
|
|
|
(60,624
|
)
|
|
(790,678
|
)
|
|
Dividends and accretion of discount on Series A Preferred Stock
|
|
58,703
|
|
|
58,088
|
|
|
57,510
|
|
|
Net income (loss) available to common shareholders
|
|
$
|
771,506
|
|
|
(118,712
|
)
|
|
(848,188
|
)
|
Net income (loss) per common share, basic:
|
|
|
|
|
|
|
||||
Net income (loss) from continuing operations available to common shareholders
|
|
$
|
0.98
|
|
|
(0.15
|
)
|
|
(1.30
|
)
|
Net income (loss) available to common shareholders
|
|
0.98
|
|
|
(0.15
|
)
|
|
(1.24
|
)
|
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2010
|
|||||||||||||||||||||||
(in thousands)
|
Before-tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
|
Before-tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
|
Before-tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
|||||||||||
Net income (loss)
|
$
|
31,477
|
|
|
798,732
|
|
|
830,209
|
|
|
(59,532
|
)
|
|
(1,312
|
)
|
|
(60,844
|
)
|
|
(778,529
|
)
|
|
(12,328
|
)
|
|
(790,857
|
)
|
|
Net unrealized gains (losses) on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net unrealized gains (losses) arising during the period
|
(1,381
|
)
|
|
532
|
|
|
(849
|
)
|
|
(11,316
|
)
|
|
4,279
|
|
|
(7,037
|
)
|
|
(20,459
|
)
|
|
7,867
|
|
|
(12,592
|
)
|
||
Valuation allowance for the change in deferred taxes arising from unrealized gains/losses*
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,279
|
)
|
|
(4,279
|
)
|
|
—
|
|
|
(7,858
|
)
|
|
(7,858
|
)
|
||
Net unrealized gains (losses)
|
(1,381
|
)
|
|
532
|
|
|
(849
|
)
|
|
(11,316
|
)
|
|
—
|
|
|
(11,316
|
)
|
|
(20,459
|
)
|
|
9
|
|
|
(20,450
|
)
|
||
Net unrealized gains (losses) on investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net unrealized gains (losses) arising during the period
|
12,296
|
|
|
(4,730
|
)
|
|
7,566
|
|
|
50,258
|
|
|
(19,349
|
)
|
|
30,909
|
|
|
(9,991
|
)
|
|
3,889
|
|
|
(6,102
|
)
|
||
Reclassification adjustment for (gains) losses realized in net income
|
(39,142
|
)
|
|
15,070
|
|
|
(24,072
|
)
|
|
(75,007
|
)
|
|
29,271
|
|
|
(45,736
|
)
|
|
1,271
|
|
|
(494
|
)
|
|
777
|
|
||
Valuation allowance for the change in deferred taxes arising from unrealized gains/losses*
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,922
|
)
|
|
(9,922
|
)
|
|
—
|
|
|
(3,393
|
)
|
|
(3,393
|
)
|
||
Net unrealized gains (losses)
|
(26,846
|
)
|
|
10,340
|
|
|
(16,506
|
)
|
|
(24,749
|
)
|
|
—
|
|
|
(24,749
|
)
|
|
(8,720
|
)
|
|
2
|
|
|
(8,718
|
)
|
||
Amortization of post-retirement unfunded health benefit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amortization arising during the period
|
590
|
|
|
(227
|
)
|
|
363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,470
|
|
|
(950
|
)
|
|
1,520
|
|
||
Other comprehensive income (loss)
|
(27,637
|
)
|
|
10,645
|
|
|
(16,992
|
)
|
|
(36,065
|
)
|
|
—
|
|
|
(36,065
|
)
|
|
(26,709
|
)
|
|
(939
|
)
|
|
(27,648
|
)
|
||
Less: comprehensive loss attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(220
|
)
|
|
—
|
|
|
(220
|
)
|
|
(179
|
)
|
|
—
|
|
|
(179
|
)
|
||
Comprehensive income (loss)
|
|
|
|
|
|
$
|
813,217
|
|
|
|
|
|
|
|
(96,689
|
)
|
|
|
|
|
|
|
(818,326
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except per share data)
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income
|
|
Accumulated
Deficit
|
|
Non-Controlling
Interest
|
|
Total
|
|||||||||
Balance at December 31, 2009
|
$
|
928,207
|
|
|
495,514
|
|
|
1,604,362
|
|
|
(114,155
|
)
|
|
84,806
|
|
|
(147,693
|
)
|
|
20,460
|
|
|
2,871,501
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(790,678
|
)
|
|
(179
|
)
|
|
(790,857
|
)
|
|
Other comprehensive loss, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,648
|
)
|
|
—
|
|
|
—
|
|
|
(27,648
|
)
|
|
Cash dividends declared on common stock - $0.04 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,452
|
)
|
|
—
|
|
|
(28,452
|
)
|
|
Cash dividends paid on preferred stock
|
—
|
|
|
—
|
|
|
(48,394
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,394
|
)
|
|
Accretion of discount on preferred stock
|
9,116
|
|
|
—
|
|
|
(9,116
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Issuance of common stock, net of issuance costs
|
—
|
|
|
293,250
|
|
|
475,864
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
769,114
|
|
|
Issuance of prepaid common stock purchase contracts
|
—
|
|
|
—
|
|
|
265,564
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
265,564
|
|
|
Settlement of prepaid common stock purchase contracts
|
—
|
|
|
2,156
|
|
|
(2,156
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Treasury shares purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
Issuance (forfeitures) of non-vested stock, net
|
—
|
|
|
(9
|
)
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted share unit activity
|
—
|
|
|
44
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
7,158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,158
|
|
|
Stock options exercised
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
Share-based compensation tax benefit
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
Change in ownership at majority-owned subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217
|
|
|
6,348
|
|
|
6,565
|
|
|
Balance at December 31, 2010
|
937,323
|
|
|
790,956
|
|
|
2,293,263
|
|
|
(114,176
|
)
|
|
57,158
|
|
|
(966,606
|
)
|
|
26,629
|
|
|
3,024,547
|
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,624
|
)
|
|
(220
|
)
|
|
(60,844
|
)
|
|
Other comprehensive loss, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,065
|
)
|
|
—
|
|
|
—
|
|
|
(36,065
|
)
|
|
Cash dividends declared on common stock - $0.04 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,412
|
)
|
|
—
|
|
|
(31,412
|
)
|
|
Cash dividends paid on preferred stock
|
—
|
|
|
—
|
|
|
(48,394
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,394
|
)
|
|
Accretion of discount on preferred stock
|
9,694
|
|
|
—
|
|
|
(9,694
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted share unit activity
|
—
|
|
|
19
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
6,029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,029
|
|
|
Issuance (forfeitures) of non-vested stock, net
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Settlement of prepaid common stock purchase contracts
|
—
|
|
|
15
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Change in ownership at majority-owned subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,409
|
)
|
|
(26,409
|
)
|
|
Balance at December 31, 2011
|
$
|
947,017
|
|
|
790,989
|
|
|
2,241,171
|
|
|
(114,176
|
)
|
|
21,093
|
|
|
(1,058,642
|
)
|
|
—
|
|
|
2,827,452
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
830,209
|
|
|
—
|
|
|
830,209
|
|
|
Other comprehensive loss, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,992
|
)
|
|
—
|
|
|
—
|
|
|
(16,992
|
)
|
|
Cash dividends declared on common stock - $0.04 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,462
|
)
|
|
—
|
|
|
(31,462
|
)
|
|
Cash dividends paid on preferred stock
|
—
|
|
|
—
|
|
|
(48,394
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,394
|
)
|
|
Accretion of discount on preferred stock
|
10,310
|
|
|
—
|
|
|
(10,310
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted share unit activity
|
—
|
|
|
1,284
|
|
|
(1,211
|
)
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
9,333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,333
|
|
|
Share-based compensation tax deficiency
|
$
|
—
|
|
|
—
|
|
|
(715
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(715
|
)
|
Balance at December 31, 2012
|
$
|
957,327
|
|
|
792,273
|
|
|
2,189,874
|
|
|
(114,176
|
)
|
|
4,101
|
|
|
(259,968
|
)
|
|
—
|
|
|
3,569,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||
Operating Activities
|
|
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
830,209
|
|
|
(60,844
|
)
|
|
(790,857
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||
Provision for loan losses
|
|
320,369
|
|
|
418,795
|
|
|
1,131,274
|
|
|
Depreciation, amortization, and accretion, net
|
|
64,401
|
|
|
47,626
|
|
|
46,421
|
|
|
Deferred income tax (benefit) expense
|
|
(794,678
|
)
|
|
(357
|
)
|
|
9,215
|
|
|
Decrease in interest receivable
|
|
11,854
|
|
|
15,629
|
|
|
30,248
|
|
|
Decrease in interest payable
|
|
(8,253
|
)
|
|
(16,680
|
)
|
|
(23,877
|
)
|
|
(Increase) decrease in trading account assets
|
|
5,764
|
|
|
5,428
|
|
|
(7,924
|
)
|
|
Originations of mortgage loans held for sale
|
|
(1,226,234
|
)
|
|
(980,173
|
)
|
|
(1,378,431
|
)
|
|
Proceeds from sales of mortgage loans held for sale
|
|
1,187,880
|
|
|
1,055,479
|
|
|
1,294,169
|
|
|
Gain on sale of mortgage loans held for sale, net
|
|
(15,709
|
)
|
|
(5,955
|
)
|
|
(10,521
|
)
|
|
Decrease (increase) in other assets
|
|
61,758
|
|
|
111,852
|
|
|
570,019
|
|
|
Increase in accrued salaries and benefits
|
|
5,961
|
|
|
2,061
|
|
|
3,739
|
|
|
Decrease in other liabilities
|
|
(35,477
|
)
|
|
(7,169
|
)
|
|
(21,637
|
)
|
|
Investment securities losses (gains), net
|
|
(39,142
|
)
|
|
(75,007
|
)
|
|
1,271
|
|
|
(Gain) loss on sale of other loans held for sale, net
|
|
4,681
|
|
|
(2,737
|
)
|
|
3,050
|
|
|
Losses on other real estate, net
|
|
73,940
|
|
|
113,380
|
|
|
137,185
|
|
|
Decrease (increase) in fair value of private equity investments, net
|
|
(8,233
|
)
|
|
1,118
|
|
|
(7,203
|
)
|
|
Gain on sale of merchant services business
|
|
—
|
|
|
—
|
|
|
(69,466
|
)
|
|
Gain (loss) on other assets held for sale, net
|
|
(314
|
)
|
|
1,571
|
|
|
—
|
|
|
Write downs of other assets held for sale
|
|
2,425
|
|
|
7,266
|
|
|
—
|
|
|
Loss (gain) on curtailment of post-retirement health benefit
|
|
—
|
|
|
398
|
|
|
(7,092
|
)
|
|
Increase in accrual for Visa indemnification
|
|
6,304
|
|
|
6,038
|
|
|
—
|
|
|
Share-based compensation
|
|
9,333
|
|
|
6,029
|
|
|
7,158
|
|
|
Other, net
|
|
15,292
|
|
|
1,959
|
|
|
(5,981
|
)
|
|
Net cash provided by operating activities
|
|
$
|
472,131
|
|
|
645,707
|
|
|
910,760
|
|
Investing Activities
|
|
|
|
|
|
|
||||
Net decrease (increase) in interest earning deposits with banks
|
|
(9,852
|
)
|
|
2,856
|
|
|
(3,912
|
)
|
|
Net decrease in federal funds sold and securities purchased under repurchase agreements
|
|
45,399
|
|
|
1,586
|
|
|
43,457
|
|
|
Net decrease (increase) in interest bearing funds with Federal Reserve Bank
|
|
68,616
|
|
|
1,536,890
|
|
|
(1,202,049
|
)
|
|
Proceeds from maturities and principal collections of investment securities available for sale
|
|
1,348,188
|
|
|
1,098,925
|
|
|
1,172,764
|
|
|
Proceeds from sales of investment securities available for sale
|
|
1,139,558
|
|
|
2,002,922
|
|
|
20,704
|
|
|
Purchases of investment securities available for sale
|
|
(1,803,738
|
)
|
|
(3,309,605
|
)
|
|
(1,447,514
|
)
|
|
Proceeds from sale of loans
|
|
651,074
|
|
|
485,159
|
|
|
563,201
|
|
|
Proceeds from sale of other real estate
|
|
135,817
|
|
|
171,272
|
|
|
251,128
|
|
|
Principal repayments by borrowers on other loans held for sale
|
|
4,469
|
|
|
44,995
|
|
|
12,397
|
|
|
Net (increase) decrease in loans
|
|
(743,151
|
)
|
|
234,310
|
|
|
1,339,488
|
|
|
Purchases of premises and equipment
|
|
(30,485
|
)
|
|
(15,944
|
)
|
|
(21,281
|
)
|
|
Proceeds from disposals of premises and equipment
|
|
3,379
|
|
|
4,888
|
|
|
2,667
|
|
|
Proceeds from sale of other assets held for sale
|
|
8,782
|
|
|
7,683
|
|
|
—
|
|
|
Proceeds from sale of merchant services business
|
|
—
|
|
|
—
|
|
|
69,466
|
|
|
Net cash provided by investing activities
|
|
$
|
818,056
|
|
|
2,265,937
|
|
|
800,516
|
|
Financing Activities
|
|
|
|
|
|
|
||||
Net increase (decrease) in demand and savings deposits
|
|
322,060
|
|
|
426,812
|
|
|
(62,002
|
)
|
|
Net decrease in certificates of deposit
|
|
(1,676,768
|
)
|
|
(2,515,364
|
)
|
|
(2,871,227
|
)
|
Net (decrease) increase in federal funds purchased and securities sold under repurchase agreements
|
|
(112,514
|
)
|
|
(185,469
|
)
|
|
24,164
|
|
|
Principal repayments on long-term debt
|
|
(491,049
|
)
|
|
(601,415
|
)
|
|
(678,788
|
)
|
|
Proceeds from issuance of long-term debt
|
|
860,000
|
|
|
165,000
|
|
|
740,355
|
|
|
Purchase of treasury shares
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
Dividends paid to common shareholders
|
|
(31,462
|
)
|
|
(31,412
|
)
|
|
(25,502
|
)
|
|
Transfer of funds to dividend payment agent
|
|
(7,853
|
)
|
|
—
|
|
|
—
|
|
|
Dividends paid to preferred shareholders
|
|
(48,394
|
)
|
|
(48,394
|
)
|
|
(48,394
|
)
|
|
Proceeds from issuance of common stock
|
|
—
|
|
|
—
|
|
|
769,114
|
|
|
Proceeds from issuance of prepaid common stock purchase contracts
|
|
—
|
|
|
—
|
|
|
265,564
|
|
|
Net cash used in financing activities
|
|
$
|
(1,185,980
|
)
|
|
(2,790,242
|
)
|
|
(1,886,737
|
)
|
Increase (decrease) in cash and cash equivalents
|
|
104,207
|
|
|
121,402
|
|
|
(175,461
|
)
|
|
Cash and cash equivalents at beginning of year
|
|
510,423
|
|
|
389,021
|
|
|
564,482
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
614,630
|
|
|
510,423
|
|
|
389,021
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
|
||||
Cash Paid (Received) During the Period for:
|
|
|
|
|
|
|
||||
Income tax refunds, net
|
|
(7,734
|
)
|
|
(5,113
|
)
|
|
(324,257
|
)
|
|
Interest paid
|
|
(139,505
|
)
|
|
(195,589
|
)
|
|
(302,199
|
)
|
|
Non-cash Investing Activities (at Fair Value):
|
|
|
|
|
|
|
||||
(Decrease) in unrealized gains net of unrealized losses on available for sale securities
|
|
(26,846
|
)
|
|
(24,749
|
)
|
|
(8,718
|
)
|
|
Decrease in unrealized gains net of unrealized losses on hedging instruments
|
|
(1,381
|
)
|
|
(11,316
|
)
|
|
(20,459
|
)
|
|
Amortization of post-retirement unfunded health benefit
|
|
590
|
|
|
—
|
|
|
2,470
|
|
|
Mortgage loans held for sale transferred to loans at fair value
|
|
1,959
|
|
|
7,100
|
|
|
6,404
|
|
|
Loans and other loans held for sale foreclosed and transferred to other real estate
|
|
147,653
|
|
|
205,263
|
|
|
400,404
|
|
|
Loans transferred to other loans held for sale at fair value
|
|
731,906
|
|
|
486,697
|
|
|
959,261
|
|
|
Other loans held for sale transferred to loans at fair value
|
|
442
|
|
|
21,372
|
|
|
2,401
|
|
|
Other loans held for sale foreclosed and transferred to other real estate at fair value
|
|
8,142
|
|
|
21,669
|
|
|
9,685
|
|
|
Premises and equipment transferred to other assets held for sale at fair value
|
|
2,404
|
|
|
22,429
|
|
|
—
|
|
|
Write down to fair value for other loans held for sale
|
|
3,222
|
|
|
13,437
|
|
|
5,965
|
|
|
Impairment loss on available for sale securities
|
|
450
|
|
|
1,647
|
|
|
2,198
|
|
|
Accretion of discount for Series A Preferred Stock
|
|
$
|
(10,310
|
)
|
|
(9,694
|
)
|
|
(9,116
|
)
|
|
|
|
|
|
|
|
•
|
effects of any changes in underwriting standards, and other changes in lending policies, procedures and practices
|
•
|
experience, ability and depth of lending management, loan review personnel and other relevant staff
|
•
|
national and local economic trends and conditions
|
•
|
underlying value of collateral dependent loans, which impacts trends in charge-offs and recoveries that are not included in the expected loss factors
|
•
|
levels and trends in delinquencies and impaired loans not included in the expected loss factors
|
•
|
effects of changes in credit concentrations
|
•
|
trends in volume and terms of loans
|
•
|
other isolated events
|
(1)
|
Includes a pre-tax gain of
$69.5 million
(
$42.4 million
net of tax) from the sale of the merchant services business in March 2010.
|
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||
Severance charges
|
|
$
|
3,826
|
|
|
17,570
|
|
|
3,038
|
|
Lease termination charges
|
|
—
|
|
|
3,147
|
|
|
—
|
|
|
Asset impairment charges
|
|
1,956
|
|
|
6,643
|
|
|
—
|
|
|
Gain on sale of assets held for sale
|
|
(622
|
)
|
|
(929
|
)
|
|
—
|
|
|
Professional fees and other charges, net
|
|
252
|
|
|
4,234
|
|
|
2,500
|
|
|
Total restructuring charges
|
|
$
|
5,412
|
|
|
30,665
|
|
|
5,538
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|||||
(in thousands)
|
|
2012
|
|
2011
|
|||
Mortgage-backed securities issued by U.S. Government agencies
|
|
$
|
2,171
|
|
|
33
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
4,875
|
|
|
4,040
|
|
|
All other residential mortgage-backed securities
|
|
1,159
|
|
|
11,748
|
|
|
State and municipal securities
|
|
451
|
|
|
10
|
|
|
Other investments
|
|
2,446
|
|
|
1,035
|
|
|
Total
|
|
$
|
11,102
|
|
|
16,866
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|||||||||||
(in thousands)
|
|
Amortized Cost
(1)
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|||||
U.S. Treasury securities
|
|
$
|
356
|
|
|
—
|
|
|
—
|
|
|
356
|
|
U.S. Government agency securities
|
|
35,791
|
|
|
2,255
|
|
|
—
|
|
|
38,046
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
289,523
|
|
|
3,787
|
|
|
—
|
|
|
293,310
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
238,381
|
|
|
7,220
|
|
|
(8
|
)
|
|
245,593
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
1,832,076
|
|
|
37,646
|
|
|
(2,229
|
)
|
|
1,867,493
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
513,637
|
|
|
2,534
|
|
|
(1,682
|
)
|
|
514,489
|
|
|
State and municipal securities
|
|
15,218
|
|
|
582
|
|
|
(2
|
)
|
|
15,798
|
|
|
Equity securities
|
|
3,648
|
|
|
92
|
|
|
—
|
|
|
3,740
|
|
|
Other investments
|
|
3,000
|
|
|
—
|
|
|
(713
|
)
|
|
2,287
|
|
|
Total
|
|
$
|
2,931,630
|
|
|
54,116
|
|
|
(4,634
|
)
|
|
2,981,112
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
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
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amortized cost is adjusted for other-than-temporary impairment charges in
2012
and
2011
, which have been recognized in the consolidated statements of operations in the applicable year, and were considered inconsequential.
|
|
|
December 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
|
|||||||
U.S. Treasury securities
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
U.S. Government agency securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
3,314
|
|
|
(8
|
)
|
|
2
|
|
|
—
|
|
|
3,316
|
|
|
(8
|
)
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
286,452
|
|
|
(2,229
|
)
|
|
—
|
|
|
—
|
|
|
286,452
|
|
|
(2,229
|
)
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
42,036
|
|
|
(325
|
)
|
|
168,906
|
|
|
(1,357
|
)
|
|
210,942
|
|
|
(1,682
|
)
|
|
State and municipal securities
|
|
—
|
|
|
—
|
|
|
35
|
|
|
(2
|
)
|
|
35
|
|
|
(2
|
)
|
|
Equity securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other investments
|
|
2,287
|
|
|
(713
|
)
|
|
—
|
|
|
—
|
|
|
2,287
|
|
|
(713
|
)
|
|
Total
|
|
$
|
334,089
|
|
|
(3,275
|
)
|
|
168,943
|
|
|
(1,359
|
)
|
|
503,032
|
|
|
(4,634
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
December 31, 2011
|
|||||||||||||||||
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total Fair Value
|
|||||||||||||
(in thousands)
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|||||||
U.S. Treasury securities
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
U.S. Government agency securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
349,370
|
|
|
(619
|
)
|
|
—
|
|
|
—
|
|
|
349,370
|
|
|
(619
|
)
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
148,283
|
|
|
(257
|
)
|
|
—
|
|
|
—
|
|
|
148,283
|
|
|
(257
|
)
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
337,060
|
|
|
(1,521
|
)
|
|
297
|
|
|
(4
|
)
|
|
337,357
|
|
|
(1,525
|
)
|
|
State and municipal securities.
|
|
32
|
|
|
(3
|
)
|
|
883
|
|
|
(17
|
)
|
|
915
|
|
|
(20
|
)
|
|
Equity securities
|
|
2,367
|
|
|
(388
|
)
|
|
—
|
|
|
—
|
|
|
2,367
|
|
|
(388
|
)
|
|
Other investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
$
|
837,112
|
|
|
(2,788
|
)
|
|
1,180
|
|
|
(21
|
)
|
|
838,292
|
|
|
(2,809
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution of Maturities at December 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
|
|
$
|
356
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
356
|
|
U.S. Government agency securities
|
|
—
|
|
|
1,265
|
|
|
32,498
|
|
|
2,028
|
|
|
—
|
|
|
35,791
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
4,499
|
|
|
285,024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
289,523
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
3
|
|
|
271
|
|
|
1
|
|
|
238,106
|
|
|
—
|
|
|
238,381
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
2,077
|
|
|
9,922
|
|
|
1,432,263
|
|
|
387,814
|
|
|
—
|
|
|
1,832,076
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
—
|
|
|
—
|
|
|
532
|
|
|
513,105
|
|
|
—
|
|
|
513,637
|
|
|
State and municipal securities
|
|
3,273
|
|
|
6,436
|
|
|
1,965
|
|
|
3,544
|
|
|
—
|
|
|
15,218
|
|
|
Equity securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,648
|
|
|
3,648
|
|
|
Other investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|
Total
|
|
$
|
10,208
|
|
|
302,918
|
|
|
1,467,259
|
|
|
1,147,597
|
|
|
3,648
|
|
|
2,931,630
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. Treasury securities
|
|
$
|
356
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
356
|
|
U.S. Government agency securities
|
|
—
|
|
|
1,433
|
|
|
34,185
|
|
|
2,428
|
|
|
—
|
|
|
38,046
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
|
4,582
|
|
|
288,728
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
293,310
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
|
3
|
|
|
286
|
|
|
1
|
|
|
245,303
|
|
|
—
|
|
|
245,593
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
|
2,158
|
|
|
10,532
|
|
|
1,443,976
|
|
|
410,827
|
|
|
—
|
|
|
1,867,493
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
|
—
|
|
|
—
|
|
|
541
|
|
|
513,948
|
|
|
—
|
|
|
514,489
|
|
|
State and municipal securities
|
|
3,308
|
|
|
6,661
|
|
|
2,051
|
|
|
3,778
|
|
|
—
|
|
|
15,798
|
|
|
Equity securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,740
|
|
|
3,740
|
|
|
Other investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,287
|
|
|
—
|
|
|
2,287
|
|
|
Total
|
|
$
|
10,407
|
|
|
307,640
|
|
|
1,480,754
|
|
|
1,178,571
|
|
|
3,740
|
|
|
2,981,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||
Proceeds from sales of investment securities available for sale
|
|
$
|
1,139,558
|
|
|
2,002,922
|
|
|
20,704
|
|
Gross realized gains
|
|
39,592
|
|
|
76,654
|
|
|
927
|
|
|
Gross realized losses
|
|
(450
|
)
|
|
(1,647
|
)
|
|
(2,198
|
)
|
|
Investment securities gains (losses), net
|
|
$
|
39,142
|
|
|
75,007
|
|
|
(1,271
|
)
|
|
|
|
|
|
|
|
|
|
December 31,
|
|||||
(in thousands)
|
|
2012
|
|
2011
|
|||
Investment properties
|
|
$
|
4,376,118
|
|
|
4,557,313
|
|
1-4 family properties
|
|
1,279,105
|
|
|
1,618,484
|
|
|
Land acquisition
|
|
794,229
|
|
|
1,094,821
|
|
|
Total commercial real estate
|
|
6,449,452
|
|
|
7,270,618
|
|
|
Commercial and industrial
|
|
9,101,514
|
|
|
8,941,274
|
|
|
Home equity lines
|
|
1,542,397
|
|
|
1,619,585
|
|
|
Consumer mortgages
|
|
1,394,248
|
|
|
1,411,749
|
|
|
Credit cards
|
|
263,561
|
|
|
273,098
|
|
|
Small business
|
|
516,349
|
|
|
300,332
|
|
|
Other retail loans
|
|
294,542
|
|
|
275,143
|
|
|
Total retail
|
|
4,011,097
|
|
|
3,879,907
|
|
|
Total loans
|
|
19,562,063
|
|
|
20,091,799
|
|
|
Deferred fees and costs, net
|
|
(20,373
|
)
|
|
(11,986
|
)
|
|
Total loans, net of deferred fees and costs
|
|
$
|
19,541,690
|
|
|
20,079,813
|
|
|
|
|
|
|
(1)
|
Includes
$518.1 million
and
$844.0 million
of non-accrual substandard loans at
December 31, 2012
and
December 31, 2011
, respectively.
|
Impaired Loans (including accruing TDRs)
|
|
December 31, 2012
|
||||||||||||||
(in thousands)
|
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
||||||
With no related allowance recorded
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment properties
|
|
$
|
10,939
|
|
|
14,130
|
|
|
—
|
|
|
42,947
|
|
|
—
|
|
1-4 family properties
|
|
40,793
|
|
|
117,869
|
|
|
—
|
|
|
97,434
|
|
|
—
|
|
|
Land acquisition
|
|
59,697
|
|
|
125,023
|
|
|
—
|
|
|
158,015
|
|
|
—
|
|
|
Total commercial real estate
|
|
111,429
|
|
|
257,022
|
|
|
—
|
|
|
298,396
|
|
|
—
|
|
|
Commercial and industrial
|
|
31,181
|
|
|
51,433
|
|
|
—
|
|
|
68,710
|
|
|
—
|
|
|
Home equity lines
|
|
51
|
|
|
51
|
|
|
—
|
|
|
2,811
|
|
|
—
|
|
|
Consumer mortgages
|
|
1,247
|
|
|
2,263
|
|
|
—
|
|
|
3,706
|
|
|
—
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Small business
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
|
7
|
|
|
15
|
|
|
—
|
|
|
127
|
|
|
—
|
|
|
Total retail
|
|
1,305
|
|
|
2,329
|
|
|
—
|
|
|
6,644
|
|
|
—
|
|
|
Total
|
|
143,915
|
|
|
310,784
|
|
|
—
|
|
|
373,750
|
|
|
—
|
|
|
With allowance recorded
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment properties
|
|
253,851
|
|
|
254,339
|
|
|
20,209
|
|
|
230,848
|
|
|
6,144
|
|
|
1-4 family properties
|
|
114,207
|
|
|
117,505
|
|
|
11,414
|
|
|
141,529
|
|
|
4,347
|
|
|
Land acquisition
|
|
205,591
|
|
|
205,601
|
|
|
27,325
|
|
|
97,173
|
|
|
2,018
|
|
|
Total commercial real estate
|
|
573,649
|
|
|
577,445
|
|
|
58,948
|
|
|
469,550
|
|
|
12,509
|
|
|
Commercial and industrial
|
|
279,362
|
|
|
289,578
|
|
|
24,494
|
|
|
299,865
|
|
|
8,576
|
|
|
Home equity lines
|
|
8,696
|
|
|
8,696
|
|
|
195
|
|
|
7,071
|
|
|
237
|
|
|
Consumer mortgages
|
|
48,992
|
|
|
48,992
|
|
|
880
|
|
|
38,204
|
|
|
1,300
|
|
|
Credit card
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Small business
|
|
3,333
|
|
|
3,333
|
|
|
184
|
|
|
1,950
|
|
|
76
|
|
|
Other retail loans
|
|
4,573
|
|
|
4,573
|
|
|
74
|
|
|
3,251
|
|
|
167
|
|
|
Total retail
|
|
65,594
|
|
|
65,594
|
|
|
1,333
|
|
|
50,476
|
|
|
1,780
|
|
|
Total
|
|
918,605
|
|
|
932,617
|
|
|
84,775
|
|
|
819,891
|
|
|
22,865
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment properties
|
|
264,790
|
|
|
268,469
|
|
|
20,209
|
|
|
273,795
|
|
|
6,144
|
|
|
1-4 family properties
|
|
155,000
|
|
|
235,374
|
|
|
11,414
|
|
|
238,963
|
|
|
4,347
|
|
|
Land acquisition
|
|
265,288
|
|
|
330,624
|
|
|
27,325
|
|
|
255,188
|
|
|
2,018
|
|
|
Total commercial real estate
|
|
685,078
|
|
|
834,467
|
|
|
58,948
|
|
|
767,946
|
|
|
12,509
|
|
|
Commercial and industrial
|
|
310,543
|
|
|
341,011
|
|
|
24,494
|
|
|
368,575
|
|
|
8,576
|
|
|
Home equity lines
|
|
8,747
|
|
|
8,747
|
|
|
195
|
|
|
9,882
|
|
|
237
|
|
|
Consumer mortgages
|
|
50,239
|
|
|
51,255
|
|
|
880
|
|
|
41,910
|
|
|
1,300
|
|
|
Credit cards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Small business
|
|
3,333
|
|
|
3,333
|
|
|
184
|
|
|
1,950
|
|
|
76
|
|
|
Other retail loans
|
|
4,580
|
|
|
4,588
|
|
|
74
|
|
|
3,378
|
|
|
167
|
|
|
Total retail
|
|
66,899
|
|
|
67,923
|
|
|
1,333
|
|
|
57,120
|
|
|
1,780
|
|
|
Total impaired loans
|
|
$
|
1,062,520
|
|
|
1,243,401
|
|
|
84,775
|
|
|
1,193,641
|
|
|
22,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
||||||||||||||
(in thousands)
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
||||||
With no related allowance recorded
|
|
|
|
|
|
|
|
|
|
||||||
Investment properties
|
$
|
59,930
|
|
|
96,238
|
|
|
—
|
|
|
67,324
|
|
|
—
|
|
1-4 family properties
|
118,756
|
|
|
274,959
|
|
|
—
|
|
|
158,763
|
|
|
—
|
|
|
Land acquisition
|
196,823
|
|
|
295,562
|
|
|
—
|
|
|
174,590
|
|
|
—
|
|
|
Total commercial real estate
|
375,509
|
|
|
666,759
|
|
|
—
|
|
|
400,677
|
|
|
—
|
|
|
Commercial and industrial
|
65,357
|
|
|
117,468
|
|
|
—
|
|
|
74,995
|
|
|
—
|
|
|
Home equity lines
|
3,948
|
|
|
5,394
|
|
|
—
|
|
|
4,450
|
|
|
—
|
|
|
Consumer mortgages
|
4,970
|
|
|
6,293
|
|
|
—
|
|
|
3,907
|
|
|
—
|
|
|
Credit cards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Small business
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other retail loans
|
736
|
|
|
738
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
Total retail
|
9,654
|
|
|
12,425
|
|
|
—
|
|
|
8,425
|
|
|
—
|
|
|
Total
|
450,520
|
|
|
796,652
|
|
|
—
|
|
|
484,097
|
|
|
—
|
|
|
With allowance recorded
|
|
|
|
|
|
|
|
|
|
||||||
Investment properties
|
227,045
|
|
|
227,510
|
|
|
23,384
|
|
|
232,717
|
|
|
6,773
|
|
|
1-4 family properties
|
164,756
|
|
|
168,315
|
|
|
23,499
|
|
|
121,107
|
|
|
2,859
|
|
|
Land acquisition
|
102,847
|
|
|
118,868
|
|
|
17,564
|
|
|
97,054
|
|
|
2,136
|
|
|
Total commercial real estate
|
494,648
|
|
|
514,693
|
|
|
64,447
|
|
|
450,878
|
|
|
11,768
|
|
|
Commercial and industrial
|
318,942
|
|
|
324,623
|
|
|
42,596
|
|
|
244,801
|
|
|
5,888
|
|
|
Home equity lines
|
6,995
|
|
|
6,995
|
|
|
93
|
|
|
2,112
|
|
|
17
|
|
|
Consumer mortgages
|
34,766
|
|
|
32,455
|
|
|
2,306
|
|
|
20,331
|
|
|
660
|
|
|
Credit cards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Small business
|
156
|
|
|
156
|
|
|
4
|
|
|
132
|
|
|
4
|
|
|
Other retail loans
|
1,545
|
|
|
1,545
|
|
|
38
|
|
|
6,267
|
|
|
27
|
|
|
Total retail
|
43,462
|
|
|
41,151
|
|
|
2,441
|
|
|
28,842
|
|
|
708
|
|
|
Total
|
857,052
|
|
|
880,467
|
|
|
109,484
|
|
|
724,521
|
|
|
18,364
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
||||||
Investment properties
|
286,975
|
|
|
323,748
|
|
|
23,384
|
|
|
300,041
|
|
|
6,773
|
|
|
1-4 family properties
|
283,512
|
|
|
443,274
|
|
|
23,499
|
|
|
279,870
|
|
|
2,859
|
|
|
Land acquisition
|
299,670
|
|
|
414,430
|
|
|
17,564
|
|
|
271,644
|
|
|
2,136
|
|
|
Total commercial real estate
|
870,157
|
|
|
1,181,452
|
|
|
64,447
|
|
|
851,555
|
|
|
11,768
|
|
|
Commercial and industrial
|
384,299
|
|
|
442,091
|
|
|
42,596
|
|
|
319,796
|
|
|
5,888
|
|
|
Home equity lines
|
10,943
|
|
|
12,389
|
|
|
93
|
|
|
6,562
|
|
|
17
|
|
|
Consumer mortgages
|
39,736
|
|
|
38,748
|
|
|
2,306
|
|
|
24,238
|
|
|
660
|
|
|
Credit cards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Small business
|
156
|
|
|
156
|
|
|
4
|
|
|
132
|
|
|
4
|
|
|
Other retail loans
|
2,281
|
|
|
2,283
|
|
|
38
|
|
|
6,335
|
|
|
27
|
|
|
Total retail
|
53,116
|
|
|
53,576
|
|
|
2,441
|
|
|
37,267
|
|
|
704
|
|
|
Total impaired loans
|
$
|
1,307,572
|
|
|
1,677,119
|
|
|
109,484
|
|
|
1,208,618
|
|
|
18,364
|
|
|
|
|
|
|
|
|
|
|
|
TDRs by Concession Type
|
|
|||||||||||||||
|
Year Ended December 31, 2012
|
|
||||||||||||||
(in thousands, except contract data)
|
Number of Contracts
|
|
Principal Forgiveness
|
|
Below Market Interest Rate
|
|
Term Extensions and/or Other Concessions
|
|
Total
|
|
||||||
Investment properties
|
74
|
|
|
$
|
77
|
|
|
93,732
|
|
|
47,184
|
|
|
140,993
|
|
|
1-4 family properties
|
130
|
|
|
404
|
|
|
60,735
|
|
|
15,061
|
|
|
76,200
|
|
|
|
Land acquisition
|
78
|
|
|
—
|
|
|
62,585
|
|
|
21,394
|
|
|
83,979
|
|
|
|
Total commercial real estate
|
282
|
|
|
481
|
|
|
217,052
|
|
|
83,639
|
|
|
301,172
|
|
|
|
Commercial and industrial
|
186
|
|
|
35,058
|
|
|
83,997
|
|
|
36,465
|
|
|
155,520
|
|
|
|
Home equity lines
|
22
|
|
|
—
|
|
|
985
|
|
|
2,330
|
|
|
3,315
|
|
|
|
Consumer mortgages
|
326
|
|
|
—
|
|
|
10,202
|
|
|
21,794
|
|
|
31,996
|
|
|
|
Credit cards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Small business
|
40
|
|
|
—
|
|
|
1,055
|
|
|
3,470
|
|
|
4,525
|
|
|
|
Other retail loans
|
87
|
|
|
—
|
|
|
1,359
|
|
|
3,957
|
|
|
5,316
|
|
|
|
Total retail
|
475
|
|
|
—
|
|
|
13,601
|
|
|
31,551
|
|
|
45,152
|
|
|
|
Total loans
|
943
|
|
|
$
|
35,539
|
|
|
314,650
|
|
|
151,655
|
|
|
501,844
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
TDRs by Concession Type
|
|
|||||||||||||||
|
Year Ended December 31, 2011
|
|
||||||||||||||
(in thousands, except contract data)
|
Number of Contracts
|
|
Principal Forgiveness
|
|
Below Market Interest Rate
|
|
Term Extensions and/or Other Concessions
|
|
Total
|
|
||||||
Investment properties
|
83
|
|
|
$
|
18,575
|
|
|
127,578
|
|
|
45,774
|
|
|
191,927
|
|
|
1-4 family properties
|
88
|
|
|
—
|
|
|
92,942
|
|
|
62,312
|
|
|
155,254
|
|
|
|
Land acquisition
|
48
|
|
|
—
|
|
|
44,044
|
|
|
16,932
|
|
|
60,976
|
|
|
|
Total commercial real estate
|
219
|
|
|
18,575
|
|
|
264,564
|
|
|
125,018
|
|
|
408,157
|
|
|
|
Commercial and industrial
|
156
|
|
|
2,812
|
|
|
93,482
|
|
|
120,188
|
|
|
216,482
|
|
|
|
Home equity lines
|
9
|
|
|
—
|
|
|
75
|
|
|
352
|
|
|
427
|
|
|
|
Consumer mortgages
|
203
|
|
|
—
|
|
|
10,371
|
|
|
19,932
|
|
|
30,303
|
|
|
|
Credit cards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Small business
|
3
|
|
|
—
|
|
|
127
|
|
|
198
|
|
|
325
|
|
|
|
Other retail loans
|
15
|
|
|
—
|
|
|
3
|
|
|
744
|
|
|
747
|
|
|
|
Total retail
|
230
|
|
|
—
|
|
|
10,576
|
|
|
21,226
|
|
|
31.802
|
|
|
|
Total loans
|
605
|
|
|
$
|
21,387
|
|
|
368,622
|
|
|
266,432
|
|
|
656,441
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Troubled Debt Restructurings Entered Into That Subsequently Defaulted
(1)
During
|
||||||||||||
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||||||
(in thousands, except contract data)
|
Number of
Contracts
|
|
Recorded
Investment
|
|
Number of
Contracts
|
|
Recorded
Investment
|
||||||
Investment properties
|
9
|
|
|
$
|
8,033
|
|
|
11
|
|
|
$
|
16,712
|
|
1-4 family properties
|
18
|
|
|
11,062
|
|
|
19
|
|
|
20,667
|
|
||
Land acquisition
|
17
|
|
|
31,782
|
|
|
31
|
|
|
37,070
|
|
||
Total commercial real estate
|
44
|
|
|
50,877
|
|
|
61
|
|
|
74,449
|
|
||
Commercial and industrial
|
19
|
|
|
14,314
|
|
|
30
|
|
|
38,750
|
|
||
Home equity lines
|
—
|
|
|
—
|
|
|
3
|
|
|
1,742
|
|
||
Consumer mortgages
|
11
|
|
|
3,224
|
|
|
12
|
|
|
2,492
|
|
||
Credit cards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Small business
|
4
|
|
|
444
|
|
|
—
|
|
|
—
|
|
||
Other retail loans
|
2
|
|
|
53
|
|
|
5
|
|
|
258
|
|
||
Total retail
|
17
|
|
|
3,721
|
|
|
20
|
|
|
4,492
|
|
||
Total loans
|
80
|
|
|
$
|
68,912
|
|
|
111
|
|
|
$
|
117,691
|
|
|
|
|
|
|
|
|
|
(1)
|
Defaulted is defined as the earlier of the troubled debt restructuring being placed on non-accrual status or obtaining 90 days past due with respect to principal and/or interest payments.
|
(in thousands)
|
|
2012
|
|
2011
|
|||
Balance as of January 1,:
|
|
|
|
|
|||
Goodwill
|
|
$
|
519,138
|
|
|
519,138
|
|
Accumulated impairment losses
|
|
494,707
|
|
|
494,707
|
|
|
Goodwill, net at January 1,
|
|
24,431
|
|
|
24,431
|
|
|
Impairment losses
|
|
—
|
|
|
—
|
|
|
Balance as of December 31,:
|
|
|
|
|
|||
Goodwill
|
|
519,138
|
|
|
519,138
|
|
|
Accumulated impairment losses
|
|
494,707
|
|
|
494,707
|
|
|
Goodwill, net at December 31,
|
|
$
|
24,431
|
|
|
24,431
|
|
|
|
2012
|
|||||||||||
(in thousands)
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
|
Impairment
|
|
Net
|
|||||
Other intangible assets:
|
|
|
|
|
|
|
|
|||||
Purchased trust revenues
|
$
|
4,210
|
|
|
(3,251)
|
|
—
|
|
|
959
|
|
|
Acquired customer contracts
|
5,270
|
|
|
(5,262
|
)
|
|
—
|
|
|
8
|
|
|
Core deposit premiums
|
46,331
|
|
|
(42,457
|
)
|
|
—
|
|
|
3,874
|
|
|
Other
|
640
|
|
|
(332
|
)
|
|
—
|
|
|
308
|
|
|
Total carrying value
|
$
|
56,451
|
|
|
(51,302)
|
|
—
|
|
|
5,149
|
|
|
|
|
|
|
|
|
|
|
|||||
|
2011
|
|||||||||||
(in thousands)
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
|
Impairment
|
|
Net
|
|||||
Other intangible assets:
|
|
|
|
|
|
|
|
|||||
Purchased trust revenues
|
$
|
4,210
|
|
|
(2,970)
|
|
|
—
|
|
|
1,240
|
|
Acquired customer contracts
|
5,270
|
|
|
(5,241
|
)
|
|
—
|
|
|
29
|
|
|
Core deposit premiums
|
46,331
|
|
|
(39,433
|
)
|
|
—
|
|
|
6,898
|
|
|
Other
|
640
|
|
|
(282
|
)
|
|
—
|
|
|
358
|
|
|
Total carrying value
|
$
|
56,451
|
|
|
(47,926)
|
|
—
|
|
|
8,525
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2012
|
|
2011
|
|||
Cash surrender value of bank owned life insurance
|
|
$
|
271,036
|
|
|
262,587
|
|
Accrued interest receivable
|
|
70,138
|
|
|
81,992
|
|
|
Accounts receivable
|
|
21,371
|
|
|
24,130
|
|
|
FHLB and FRB Stock
|
|
66,168
|
|
|
78,100
|
|
|
Private equity investments
|
|
31,876
|
|
|
22,015
|
|
|
Prepaid FDIC deposit insurance assessments
|
|
34,401
|
|
|
76,574
|
|
|
Other prepaid expenses
|
|
28,576
|
|
|
22,454
|
|
|
Income tax receivables, net
|
|
813
|
|
|
3,704
|
|
|
Derivative asset positions
|
|
64,662
|
|
|
84,923
|
|
|
Other properties held for sale
|
|
9,871
|
|
|
17,246
|
|
|
Miscellaneous other assets
|
|
61,466
|
|
|
70,961
|
|
|
Total other assets
|
|
$
|
660,378
|
|
|
744,686
|
|
|
|
|
|
|
(
in thousands)
|
|
2012
|
|
2011
|
|||
Interest bearing demand deposits
|
|
$
|
4,016,209
|
|
|
3,613,060
|
|
Money market accounts, excluding brokered deposits
|
|
6,136,538
|
|
|
6,542,448
|
|
|
Savings accounts
|
|
562,717
|
|
|
515,038
|
|
|
Time deposits, excluding brokered deposits
|
|
3,583,304
|
|
|
4,591,164
|
|
|
Brokered deposits
|
|
1,092,749
|
|
|
1,783,174
|
|
|
Total interest bearing deposits
|
|
$
|
15,391,517
|
|
|
17,044,884
|
|
|
|
|
|
|
(in thousands)
|
|
2012
|
|
2011
|
|||
Parent Company:
|
|
|
|
|
|||
4.875% subordinated notes, due February 15, 2013, with semi-annual interest payments and principal to be paid at maturity
|
|
$
|
60,612
|
|
|
206,750
|
|
13.00% junior subordinated amortizing notes with quarterly interest and principal payments through May 15, 2013
|
|
13,566
|
|
|
38,229
|
|
|
5.125% subordinated notes, due June 15, 2017, with semi-annual interest payments and principal to be paid at maturity
|
|
450,000
|
|
|
450,000
|
|
|
7.875% senior notes, due February 15, 2019, $300 million par value with semi-annual interest payments and principal to be paid at maturity
(2)
|
|
293,554
|
|
|
—
|
|
|
LIBOR + 1.80% debentures, due April 19, 2035 with quarterly interest payments and principal to be paid at maturity (rate of 2.11% at December 31, 2012)
|
|
10,000
|
|
|
10,000
|
|
|
Hedge-related basis adjustment
(1)
|
|
13,935
|
|
|
21,188
|
|
|
Total long-term debt — Parent Company
|
|
841,667
|
|
|
726,167
|
|
|
Synovus Bank:
|
|
|
|
|
|||
FHLB advances with interest and principal payments due at various maturity dates through 2018 and interest rates ranging from 0.32% to 4.66% at December 31, 2012 (weighted average interest rate of 0.71% at December 31, 2012)
|
|
880,701
|
|
|
633,839
|
|
|
Other notes payable and capital leases with interest and principal payments due at various maturity dates through 2031 (weighted average interest rate of 3.89% at December 31, 2012)
|
|
4,087
|
|
|
4,721
|
|
|
Total long-term debt — Synovus Bank
|
|
884,788
|
|
|
638,560
|
|
|
Total long-term debt
|
|
$
|
1,726,455
|
|
|
1,364,727
|
|
|
|
|
|
|
(1)
|
Unamortized balance of terminated interest rate swaps reflected in debt for financial reporting purposes.
|
(in thousands)
|
Parent
Company
|
|
Subsidiary
|
|
Total
|
||||
2013
|
$
|
74,178
|
|
|
5,638
|
|
|
79,816
|
|
2014
|
—
|
|
|
260,394
|
|
|
260,394
|
|
|
2015
|
—
|
|
|
390,409
|
|
|
390,409
|
|
|
2016
|
—
|
|
|
225,368
|
|
|
225,368
|
|
|
2017
|
450,000
|
|
|
272
|
|
|
450,272
|
|
|
Thereafter
|
310,000
|
|
|
2,707
|
|
|
312,707
|
|
|
Total
|
$
|
834,178
|
|
|
884,788
|
|
|
1,718,966
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||
Total balance at December 31,
|
|
$
|
201,243
|
|
|
313,757
|
|
|
499,226
|
|
Weighted average interest rate at December 31,
|
|
0.16
|
%
|
|
0.24
|
|
|
0.30
|
|
|
Maximum month end balance during the year
|
|
$
|
398,853
|
|
|
452,903
|
|
|
543,690
|
|
Average amount outstanding during the year
|
|
320,338
|
|
|
389,583
|
|
|
480,700
|
|
|
Weighted average interest rate during the year
|
|
0.19
|
%
|
|
0.27
|
|
|
0.40
|
|
|
|
|
|
|
|
|
|
(shares in thousands)
|
Preferred
Stock
Issued
|
|
Common
Stock
Issued
|
|
Treasury
Stock
Held
|
|||
Balance at December 31, 2009
|
968
|
|
|
495,514
|
|
|
5,686
|
|
Issuance (forfeitures) of non-vested stock, net
|
—
|
|
|
(9
|
)
|
|
—
|
|
Restricted share unit activity
|
—
|
|
|
44
|
|
|
—
|
|
Stock options exercised
|
—
|
|
|
1
|
|
|
—
|
|
Treasury shares purchased
|
—
|
|
|
—
|
|
|
7
|
|
Issuance of common stock
|
—
|
|
|
293,250
|
|
|
—
|
|
Settlement of prepaid common stock purchase
contracts
|
—
|
|
|
2,156
|
|
|
—
|
|
Balance at December 31, 2010
|
968
|
|
|
790,956
|
|
|
5,693
|
|
Issuance (forfeitures) of non-vested stock, net
|
—
|
|
|
(1
|
)
|
|
—
|
|
Restricted share unit activity
|
—
|
|
|
19
|
|
|
—
|
|
Settlement of prepaid common stock purchase contracts
|
—
|
|
|
15
|
|
|
—
|
|
Balance at December 31, 2011
|
968
|
|
|
790,989
|
|
|
5,693
|
|
Restricted share unit activity
|
—
|
|
|
1,284
|
|
|
—
|
|
Balance at December 31, 2012
|
968
|
|
|
792,273
|
|
|
5,693
|
|
|
|
|
|
|
|
(in thousands, except per unit amounts)
|
|
Equity Component
|
|
Debt Component
|
|
tMEDS
Total
|
||||
Units issued
(1)
|
|
13,800
|
|
|
13,800
|
|
|
13,800
|
|
|
Unit price
|
|
$
|
19.901803
|
|
|
5.098197
|
|
|
25.00
|
|
Gross proceeds
|
|
274,645
|
|
|
70,355
|
|
|
345,000
|
|
|
Issuance costs
|
|
9,081
|
|
|
2,342
|
|
|
11,423
|
|
|
Net proceeds
|
|
$
|
265,564
|
|
|
68,013
|
|
|
333,577
|
|
|
|
|
|
|
|
|
||||
Impact on Consolidated Balance Sheet:
|
|
|
|
|
|
|
||||
Other assets (prepaid issuance costs)
|
|
$
|
—
|
|
|
2,342
|
|
|
2,342
|
|
Long-term debt
|
|
—
|
|
|
70,355
|
|
|
70,355
|
|
|
Additional paid-in capital
|
|
265,564
|
|
|
—
|
|
|
265,564
|
|
|
|
|
|
|
|
|
|
(1)
|
There are two components of each tMEDS unit; therefore, there are
13.8 million
units of the equity component,
13.8 million
units of the debt component, and 13.8 million units of tMEDS, which includes both the debt and equity components.
|
Applicable Market Value of Synovus Common Stock
|
|
Settlement Rate
|
Less than or equal to $2.75
|
|
9.0909
|
Between $2.75 and $3.30
|
|
Number of shares equal to $25,
divided by
the applicable market price
|
Greater than or equal to $3.30
|
|
7.5758
|
(in thousands)
|
Unrealized gains (losses) on cash flow hedges
|
|
Unrealized gains (losses) on investment securities available for sale
|
|
Post-retirement unfunded health benefit
|
|
Accumulated other comprehensive income (loss)
|
|||||
2010
|
|
|
|
|
|
|
|
|||||
Beginning of year
|
$
|
19,242
|
|
|
67,084
|
|
|
(1,520
|
)
|
|
84,806
|
|
Period change, net of tax*
|
(20,450
|
)
|
|
(8,718
|
)
|
|
1,520
|
|
|
(27,648
|
)
|
|
Balance at December 31, 2010
|
(1,208
|
)
|
|
58,366
|
|
|
—
|
|
|
57,158
|
|
|
2011
|
|
|
|
|
|
|
|
|||||
Beginning of year
|
(1,208
|
)
|
|
58,366
|
|
|
—
|
|
|
57,158
|
|
|
Period change, net of tax*
|
(11,316
|
)
|
|
(24,749
|
)
|
|
—
|
|
|
(36,065
|
)
|
|
Balance at December 31, 2011
|
(12,524
|
)
|
|
33,617
|
|
|
—
|
|
|
21,093
|
|
|
2012
|
|
|
|
|
|
|
|
|||||
Beginning of year
|
(12,524
|
)
|
|
33,617
|
|
|
—
|
|
|
21,093
|
|
|
Period change, net of tax
|
(849
|
)
|
|
(16,506
|
)
|
|
363
|
|
|
(16,992
|
)
|
|
Balance at December 31, 2012
|
$
|
(13,373
|
)
|
|
17,111
|
|
|
363
|
|
|
4,101
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To Be Well Capitalized Under Prompt Corrective Action Provisions
(1)
|
|||||||||||||
(dollars in thousands)
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|||||||
Synovus Financial Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tier I capital
|
$
|
2,832,244
|
|
|
2,780,774
|
|
|
1,029,860
|
|
|
1,103,113
|
|
|
n/a
|
|
|
n/a
|
|
Total risk-based capital
|
3,460,998
|
|
|
3,544,089
|
|
|
1,711,035
|
|
|
1,718,946
|
|
|
n/a
|
|
|
n/a
|
|
|
Tier I risk-based capital ratio
|
13.24
|
%
|
|
12.94
|
|
|
4.00
|
|
|
4.00
|
|
|
n/a
|
|
|
n/a
|
|
|
Total risk-based capital ratio
|
16.18
|
|
|
16.49
|
|
|
8.00
|
|
|
8.00
|
|
|
n/a
|
|
|
n/a
|
|
|
Leverage ratio
|
11.00
|
|
|
10.08
|
|
|
4.00
|
|
|
4.00
|
|
|
n/a
|
|
|
n/a
|
|
|
Synovus Bank
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tier I capital
|
$
|
3,173,530
|
|
|
2,950,329
|
|
|
1,023,060
|
|
|
1,090,674
|
|
|
1,279,277
|
|
|
1,363,343
|
|
Total risk-based capital
|
3,441,364
|
|
|
3,219,480
|
|
|
1,705,703
|
|
|
1,701,416
|
|
|
2,132,129
|
|
|
2,126,769
|
|
|
Tier I risk-based capital ratio
|
14.88
|
%
|
|
13.87
|
|
|
4.00
|
|
|
4.00
|
|
|
6.00
|
|
|
6.00
|
|
|
Total risk-based capital ratio
|
16.14
|
|
|
15.14
|
|
|
8.00
|
|
|
8.00
|
|
|
10.00
|
|
|
10.00
|
|
|
Leverage ratio
|
12.41
|
|
|
10.82
|
|
|
4.00
|
|
|
4.00
|
|
|
5.00
|
|
|
5.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||
(in thousands, except per share data)
|
2012
|
|
2011
|
|
2010
|
||||
Income (loss) from continuing operations
|
$
|
830,209
|
|
|
(60,844
|
)
|
|
(834,019
|
)
|
Income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
43,162
|
|
|
Net income (loss)
|
830,209
|
|
|
(60,844
|
)
|
|
(790,857
|
)
|
|
Net loss attributable to non-controlling interest
|
—
|
|
|
(220
|
)
|
|
(179
|
)
|
|
Net income (loss) available to controlling interest
|
830,209
|
|
|
(60,624
|
)
|
|
(790,678
|
)
|
|
Dividends and accretion of discount on Series A Preferred Stock
|
58,703
|
|
|
58,088
|
|
|
57,510
|
|
|
Net income (loss) available to common shareholders
|
$
|
771,506
|
|
|
(118,712
|
)
|
|
(848,188
|
)
|
Income (loss) from continuing operations
|
830,209
|
|
|
(60,844
|
)
|
|
(834,019
|
)
|
|
Net loss attributable to non-controlling interest
|
—
|
|
|
(220
|
)
|
|
(179
|
)
|
|
Dividends and accretion of discount on Series A Preferred Stock
|
58,703
|
|
|
58,088
|
|
|
57,510
|
|
|
Net income (loss) from continuing operations available to common shareholders
|
$
|
771,506
|
|
|
(118,712
|
)
|
|
(891,350
|
)
|
Weighted average common shares outstanding, basic
|
786,466
|
|
|
785,272
|
|
|
685,186
|
|
|
Potentially dilutive shares from assumed exercise of securities or other contracts to purchase common stock*
|
123,636
|
|
|
—
|
|
|
—
|
|
|
Weighted average common shares outstanding, diluted
|
910,102
|
|
|
785,272
|
|
|
685,186
|
|
|
Net income (loss) per common share, basic:
|
|
|
|
|
|
||||
Net income (loss) from continuing operations available to common shareholders
|
$
|
0.98
|
|
|
(0.15
|
)
|
|
(1.30
|
)
|
Net income (loss) available to common shareholders
|
$
|
0.98
|
|
|
(0.15
|
)
|
|
(1.24
|
)
|
Net income (loss) per common share, diluted:
|
|
|
|
|
|
||||
Net income (loss) from continuing operations available to common shareholders
|
$
|
0.85
|
|
|
(0.15
|
)
|
|
(1.30
|
)
|
Net income (loss) available to common shareholders
|
$
|
0.85
|
|
|
(0.15
|
)
|
|
(1.24
|
)
|
|
|
|
|
|
|
Level 1
|
Quoted prices (unadjusted) in active markets for identical assets and liabilities for the instrument or security to be valued. Level 1 assets include marketable equity securities 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 invest in publicly traded companies are also considered Level 2 assets.
|
Level 3
|
Unobservable inputs that are supported by little, if any, market activity for the asset or liability. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow models and similar techniques, and may also include the use of market prices of assets or liabilities that are not directly comparable to the subject asset or liability. These methods of valuation may result in a significant portion of the fair value being derived from unobservable assumptions that reflect Synovus' own estimates for assumptions that market participants would use in pricing the asset or liability. This category primarily includes collateral-dependent impaired loans, other real estate, certain equity investments, and certain private equity investments.
|
|
December 31, 2012
|
|||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Assets and Liabilities at Fair Value
|
|||||
Assets
|
|
|
|
|
|
|
|
|||||
Trading securities:
|
|
|
|
|
|
|
|
|||||
Mortgage-backed securities issued by U.S.
Government agencies
|
$
|
—
|
|
|
2,171
|
|
|
—
|
|
|
2,171
|
|
Collateralized mortgage obligations issued by
U.S. Government sponsored enterprises
|
—
|
|
|
4,875
|
|
|
—
|
|
|
4,875
|
|
|
State and municipal securities
|
—
|
|
|
451
|
|
|
—
|
|
|
451
|
|
|
All other residential mortgage-backed
securities
|
—
|
|
|
1,159
|
|
|
—
|
|
|
1,159
|
|
|
Other investments
|
—
|
|
|
2,446
|
|
|
—
|
|
|
2,446
|
|
|
Total trading securities
|
—
|
|
|
11,102
|
|
|
—
|
|
|
11,102
|
|
|
Mortgage loans held for sale
|
—
|
|
|
212,663
|
|
|
—
|
|
|
212,663
|
|
|
Investment securities available for sale:
|
|
|
|
|
|
|
|
|||||
U.S. Treasury securities
|
356
|
|
|
—
|
|
|
—
|
|
|
356
|
|
|
U.S. Government agency securities
|
—
|
|
|
38,046
|
|
|
—
|
|
|
38,046
|
|
|
Securities issued by U.S. Government sponsored enterprises
|
—
|
|
|
293,310
|
|
|
—
|
|
|
293,310
|
|
|
Mortgage-backed securities issued by U.S. Government agencies
|
—
|
|
|
245,593
|
|
|
—
|
|
|
245,593
|
|
|
Mortgage-backed securities issued by U.S. Government sponsored enterprises
|
—
|
|
|
1,867,493
|
|
|
—
|
|
|
1,867,493
|
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
—
|
|
|
514,489
|
|
|
—
|
|
|
514,489
|
|
|
State and municipal securities
|
—
|
|
|
15,798
|
|
|
—
|
|
|
15,798
|
|
|
Equity securities
|
2,849
|
|
|
—
|
|
|
891
|
|
|
3,740
|
|
|
Other investments
(1)
|
—
|
|
|
—
|
|
|
2,287
|
|
|
2,287
|
|
|
Total investment securities available for sale
|
3,205
|
|
|
2,974,729
|
|
|
3,178
|
|
|
2,981,112
|
|
|
Private equity investments
|
—
|
|
|
1,168
|
|
|
30,708
|
|
|
31,876
|
|
|
Mutual funds held in Rabbi Trusts
|
10,001
|
|
|
—
|
|
|
—
|
|
|
10,001
|
|
|
Derivative assets:
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
—
|
|
|
61,869
|
|
|
—
|
|
|
61,869
|
|
|
Mortgage derivatives
|
—
|
|
|
2,793
|
|
|
—
|
|
|
2,793
|
|
|
Total derivative assets
|
—
|
|
|
64,662
|
|
|
—
|
|
|
64,662
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||
Trading securities
|
—
|
|
|
91
|
|
|
—
|
|
|
91
|
|
|
Salary stock units
|
1,888
|
|
|
—
|
|
|
—
|
|
|
1,888
|
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
—
|
|
|
62,912
|
|
|
—
|
|
|
62,912
|
|
|
Mortgage derivatives
|
—
|
|
|
525
|
|
|
—
|
|
|
525
|
|
|
Visa Derivative
|
—
|
|
|
—
|
|
|
2,956
|
|
|
2,956
|
|
|
Total derivative liabilities
|
$
|
—
|
|
|
63,437
|
|
|
2,956
|
|
|
66,393
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
|||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Assets and Liabilities at Fair Value
|
|||||
Assets
|
|
|
|
|
|
|
|
|||||
Trading securities:
|
|
|
|
|
|
|
|
|||||
Mortgage-backed securities issued by U.S. Government agencies
|
|
|
|
|
|
|
|
|||||
U.S. Treasury securities
|
$
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises
|
—
|
|
|
4,040
|
|
|
—
|
|
|
4,040
|
|
|
Other U.S. Government agencies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
State and municipal securities
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|
All other residential mortgage-backed securities
|
—
|
|
|
11,748
|
|
|
—
|
|
|
11,748
|
|
|
Equity, mutual funds, and other
|
—
|
|
|
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
(2)
|
—
|
|
|
—
|
|
|
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)
|
—
|
|
|
1,947
|
|
|
—
|
|
|
1,947
|
|
|
Visa Derivative
|
—
|
|
|
—
|
|
|
9,093
|
|
|
9,093
|
|
|
Total derivative liabilities
|
$
|
—
|
|
|
87,481
|
|
|
9,093
|
|
|
96,574
|
|
|
|
|
|
|
|
|
|
|
Changes in Fair Value Recorded, Net
|
||||||||
|
Twelve Months Ended December 31,
|
||||||||
(in thousands)
|
2012
|
|
2011
|
|
2010
|
||||
Mortgage loans held for sale
|
$
|
1,813
|
|
|
5,185
|
|
|
(2,492
|
)
|
Mortgage loans held for sale:
|
|
|
|
|
|
||||
Fair value
|
212,663
|
|
|
161,509
|
|
|
232,839
|
|
|
Unpaid principal balance
|
206,657
|
|
|
157,316
|
|
|
233,831
|
|
|
Fair value less aggregate unpaid principal balance
|
$
|
6,006
|
|
|
4,193
|
|
|
(992
|
)
|
|
|
|
|
|
|
|
2012
|
|||||||||
(in thousands)
|
Investment Securities Available for Sale
|
|
Private Equity Investments
|
|
Other Derivative
Contracts, Net
(3)
|
|||||
Beginning balance, January 1,
|
$
|
6,842
|
|
|
21,418
|
|
|
(7,242
|
)
|
|
Total gains (losses) realized/unrealized:
|
|
|
|
|
|
|||||
Included in earnings
(1)
|
(450
|
)
|
|
8,233
|
|
|
(6,304
|
)
|
||
Unrealized gains (losses) included in other comprehensive income
|
(713
|
)
|
|
—
|
|
|
—
|
|
||
Change from consolidated to equity method investment
|
—
|
|
|
—
|
|
|
—
|
|
||
Purchases
|
—
|
|
|
1,057
|
|
(2
|
)
|
—
|
|
|
Sales
|
—
|
|
|
—
|
|
|
—
|
|
||
Issuances
|
—
|
|
|
—
|
|
|
—
|
|
||
Settlements
|
(2,000
|
)
|
|
—
|
|
|
12,441
|
|
||
Amortization of discount/premium
|
—
|
|
|
—
|
|
|
—
|
|
||
Transfers in and/or out of Level 3
|
(501
|
)
|
|
—
|
|
|
(1,851
|
)
|
||
Ending balance, December 31,
|
$
|
3,178
|
|
|
30,708
|
|
|
(2,956
|
)
|
|
The amount of total net gains (losses) for the year
included in earnings attributable to the change
in unrealized gains (losses) relating to assets still
held at December 31,
|
$
|
(450
|
)
|
|
8,233
|
|
|
(6,304
|
)
|
|
|
|
|
|
|
|
|||||
|
2011
|
|||||||||
(in thousands)
|
Investment Securities Available for Sale
|
|
Private Equity Investments
|
|
Other Derivative
Contracts, Net
(3)
|
|||||
Beginning balance, January 1,
|
$
|
10,622
|
|
|
47,357
|
|
|
(4,180
|
)
|
|
Total gains (losses) realized/unrealized:
|
|
|
|
|
|
|||||
Included in earnings
(1)
|
1,000
|
|
|
(1,118
|
)
|
|
(3,062
|
)
|
||
Unrealized gains (losses) included in other comprehensive income
|
(228
|
)
|
|
—
|
|
|
—
|
|
||
Changes from consolidated to equity method investment
|
—
|
|
|
(27,291
|
)
|
|
—
|
|
||
Purchases
|
—
|
|
|
2,470
|
|
(2
|
)
|
—
|
|
|
Sales
|
(4,552
|
)
|
|
—
|
|
|
—
|
|
||
Issuances
|
—
|
|
|
—
|
|
|
—
|
|
||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
||
Amortization of discount/premium
|
—
|
|
|
—
|
|
|
—
|
|
||
Transfers in and/or out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
||
Ending balance, December 31,
|
$
|
6,842
|
|
|
21,418
|
|
|
(7,242
|
)
|
|
The amount of total net gains (losses) for the year
included in earnings attributable to the change
in unrealized gains (losses) relating to assets still
held at December 31,
|
$
|
1,000
|
|
|
(1,118
|
)
|
|
(3,062
|
)
|
|
|
|
|
|
|
|
|
As of December 31, 2012
|
|
Fair Value Adjustments for the Year Ended December 31, 2012
|
||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||
Impaired loans
(1)
|
$
|
—
|
|
|
—
|
|
|
$
|
80,299
|
|
|
52,916
|
|
Other loans held for sale
|
—
|
|
|
—
|
|
|
7,420
|
|
|
5,144
|
|
||
Other real estate
|
—
|
|
|
—
|
|
|
79,293
|
|
|
22,615
|
|
||
Other assets held for sale
|
—
|
|
|
—
|
|
|
5,804
|
|
|
2,425
|
|
||
|
|
|
|
|
|
|
|
||||||
|
As of December 31, 2011
|
|
Fair Value Adjustments for the Year Ended December 31, 2011
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||
Impaired loans
(1)
|
$
|
—
|
|
|
—
|
|
|
$
|
222,404
|
|
|
100,129
|
|
Other loans held for sale
|
—
|
|
|
—
|
|
|
6,532
|
|
|
4,860
|
|
||
Other real estate
|
—
|
|
|
—
|
|
|
112,164
|
|
|
53,876
|
|
||
Other assets held for sale
|
—
|
|
|
—
|
|
|
12,633
|
|
|
6,162
|
|
||
|
|
|
|
|
|
|
|
December 31, 2012
|
||||||||
(dollars in thousands)
|
|
Level 3 Fair Value
|
|
Valuation Technique
|
Significant Unobservable Input
|
Range (Weighted Average)
(a)
|
||
Assets measured at fair value on a recurring basis
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Investment Securities Available for Sale:
|
|
|
|
|
|
|
||
Equity securities
|
|
$
|
891
|
|
|
Individual analysis of each investment
|
Multiple data points, including, but not limited to evaluation of past and projected business performance
(b)
|
N/A
|
|
|
|
|
|
|
|
||
Other investments:
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Trust preferred securities
|
|
2,287
|
|
|
Discounted cash flow analysis
|
Credit spread embedded in discount rate
|
425-650 bps (571 bps)
|
|
|
|
|
|
|
Discount for lack of marketability
(b)
|
0%-10% (0%)
|
||
|
|
|
|
|
|
|
||
Private equity investments
|
|
30,708
|
|
|
Individual analysis of each investee company
|
Multiple factors, including but not limited to, current operations, financial conditions, cash flows, evaluation of business management and financial plans, and recently executed company transactions related to the investee companies
(b)
|
N/A
|
|
|
|
|
|
|
|
|
||
Visa derivative liability
|
|
$
|
2,956
|
|
|
Probability model
|
Probability-weighted potential outcomes of the Covered Litigation and fees payable to the counterparty through the estimated term of the contract
|
$400 thousand to $3.0 million ($3.0 million)
|
|
|
|
|
|
|
|
December 31, 2012
|
||||||||
(dollars in thousands)
|
|
Level 3 Fair Value
|
|
Valuation Technique
|
Significant Unobservable Input
|
Range (Weighted Average)
(a)
|
||
Assets measured at fair value on a non-recurring basis
|
|
|
|
|
|
|
||
Collateral dependent impaired loans
|
|
$
|
80,299
|
|
|
Third party appraised value of collateral less estimated selling costs
|
Discount to appraised value (c)
|
0%-12% (4%)
|
|
|
|
|
|
Estimated selling costs
|
0%-10% (7%)
|
||
|
|
|
|
|
|
|
||
Other loans held for sale
|
|
7,420
|
|
|
Third party appraised value of collateral less estimated selling costs
|
Appraised value (c)
|
0%-12% (4%)
|
|
|
|
|
|
|
Estimated selling costs
|
0%-10% (7%)
|
||
|
|
|
|
|
|
|
||
Other real estate
|
|
79,293
|
|
|
Third party appraised value of collateral less estimated selling costs
|
Discount to appraised value (c)
|
0%-7% (2%)
|
|
|
|
|
|
|
Estimated selling costs
|
0%-10% (7%)
|
||
|
|
|
|
|
|
|
||
Other assets held for sale
|
|
$
|
5,804
|
|
|
Third party appraised value of collateral less estimated selling costs or BOV
|
Discount to appraised value (c)
|
13%-51% (29%)
|
|
|
|
|
|
Estimated selling costs
|
0%-10% (7%)
|
|
December 31, 2012
|
||||||||||||||
(in thousands)
|
Carrying Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
614,630
|
|
|
614,630
|
|
|
614,630
|
|
|
—
|
|
|
—
|
|
Interest bearing funds with Federal Reserve Bank
|
1,498,390
|
|
|
1,498,390
|
|
|
1,498,390
|
|
|
—
|
|
|
—
|
|
|
Interest earning deposits with banks
|
23,442
|
|
|
23,442
|
|
|
23,442
|
|
|
—
|
|
|
—
|
|
|
Federal funds sold and securities purchased under resale agreements
|
113,517
|
|
|
113,517
|
|
|
113,517
|
|
|
—
|
|
|
—
|
|
|
Trading account assets
|
11,102
|
|
|
11,102
|
|
|
—
|
|
|
11,102
|
|
|
—
|
|
|
Mortgage loans held for sale
|
212,663
|
|
|
212,663
|
|
|
—
|
|
|
212,663
|
|
|
—
|
|
|
Impaired/other loans held for sale
|
10,690
|
|
|
10,690
|
|
|
—
|
|
|
—
|
|
|
10,690
|
|
|
Investment securities available for sale
|
2,981,112
|
|
|
2,981,112
|
|
|
3,205
|
|
|
2,974,729
|
|
|
3,178
|
|
|
Private equity investments
|
31,876
|
|
|
31,876
|
|
|
—
|
|
|
1,168
|
|
|
30,708
|
|
|
Mutual funds held in Rabbi Trusts
|
10,001
|
|
|
10,001
|
|
|
10,001
|
|
|
—
|
|
|
—
|
|
|
Loans, net of deferred fees and costs
|
19,541,690
|
|
|
19,254,199
|
|
|
—
|
|
|
—
|
|
|
19,254,199
|
|
|
Derivative assets
|
64,662
|
|
|
64,662
|
|
|
—
|
|
|
64,662
|
|
|
—
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||||||
Trading account liabilities
|
$
|
91
|
|
|
91
|
|
|
—
|
|
|
91
|
|
|
—
|
|
Non-interest bearing deposits
|
5,665,527
|
|
|
5,665,527
|
|
|
—
|
|
|
5,665,527
|
|
|
—
|
|
|
Interest bearing deposits
|
15,391,517
|
|
|
15,415,160
|
|
|
—
|
|
|
15,415,160
|
|
|
—
|
|
|
Federal funds purchased and other
short-term borrowings
|
201,243
|
|
|
201,243
|
|
|
—
|
|
|
201,243
|
|
|
—
|
|
|
Salary stock units
|
1,888
|
|
|
1,888
|
|
|
1,888
|
|
|
—
|
|
|
—
|
|
|
Long-term debt
|
1,726,455
|
|
|
1,784,223
|
|
|
—
|
|
|
1,784,223
|
|
|
—
|
|
|
Derivative liabilities
|
66,393
|
|
|
66,393
|
|
|
—
|
|
|
63,437
|
|
|
2,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
||||
(in thousands)
|
Carrying Value
|
|
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
|
|
Impaired/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
|
|
Mutual funds held in Rabbi Trusts
|
10,353
|
|
|
10,353
|
|
Loans, net of deferred fees and costs
|
20,079,813
|
|
|
19,621,279
|
|
Derivative assets
|
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 liabilities
|
96,574
|
|
|
96,574
|
|
|
|
|
|
|
Fair Value of Derivative Assets
|
|
Fair Value of Derivative Liabilities
|
|||||||||||||
|
|
|
December 31,
|
|
|
|
December 31,
|
|||||||||
(in thousands)
|
Location on Consolidated Balance Sheet
|
|
2012
|
|
2011
|
|
Location on Consolidated Balance Sheet
|
|
2012
|
|
2011
|
|||||
Derivatives Not Designated
as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
Other assets
|
|
$
|
61,869
|
|
|
83,072
|
|
|
Other liabilities
|
|
62,912
|
|
|
85,534
|
|
Mortgage derivatives
|
Other assets
|
|
2,793
|
|
|
1,851
|
|
|
Other liabilities
|
|
525
|
|
|
1,947
|
|
|
Visa Derivative
|
|
|
—
|
|
|
—
|
|
|
Other liabilities
|
|
2,956
|
|
|
9,093
|
|
|
Total derivatives
|
|
|
$
|
64,662
|
|
|
84,923
|
|
|
|
|
66,393
|
|
|
96,574
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
Location of
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Amount of Gain
|
|
Gain (Loss)
|
|
Amount of Gain
|
|
|
|
|
||||||||||||||||||||||||
|
(Loss) Recognized in
|
|
Reclassified
|
|
(Loss) Reclassified
|
|
Location of
|
|
Amount of Gain (Loss)
|
||||||||||||||||||||||||
|
OCI on Derivative
|
|
from OCI
|
|
from OCI into Income
|
|
Gain (Loss)
|
|
Recognized in Income
|
||||||||||||||||||||||||
|
Effective Portion
|
|
into
|
|
Effective Portion
|
|
Recognized
|
|
Ineffective Portion
|
||||||||||||||||||||||||
|
Twelve Months Ended
|
|
Income
|
|
Twelve Months Ended
|
|
in Income
|
|
Twelve Months Ended
|
||||||||||||||||||||||||
|
December 31,
|
|
Effective
|
|
December 31,
|
|
Ineffective
|
|
December 31,
|
||||||||||||||||||||||||
(in thousands
)
|
2012
|
|
2011
|
|
2010
|
|
Portion
|
|
2012
|
|
2011
|
|
2010
|
|
Portion
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Interest rate contracts
|
$
|
(204
|
)
|
|
(4,203
|
)
|
|
(6,003
|
)
|
|
Interest
Income
(Expense)
|
|
$
|
646
|
|
|
7,112
|
|
|
14,446
|
|
|
Other
Non-interest
Income
|
|
$
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
|
|
Hedged Item
|
||||||||||||||||||||
|
|
Location of
|
|
Amount of Gain (Loss)
|
|
|
|
Amount of Gain (Loss)
|
||||||||||||||||
|
|
Gain (Loss)
|
|
Recognized in Income on
|
|
Location of
|
|
Recognized in Income On
|
||||||||||||||||
|
|
Recognized
|
|
Derivative
|
|
Gain (Loss)
|
|
Hedged Item
|
||||||||||||||||
|
|
in Income
|
|
Twelve Months Ended
|
|
Recognized in
|
|
Twelve Months Ended
|
||||||||||||||||
|
|
on
|
|
December 31,
|
|
Income on
|
|
December 31,
|
||||||||||||||||
(in thousands)
|
|
Derivative
|
|
2012
|
|
2011
|
|
2010
|
|
Hedged Item
|
|
2012
|
|
2011
|
|
2010
|
||||||||
Derivatives Designated in Fair Value Hedging Relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
(1)
|
|
Other Non-
Interest Income
|
|
$
|
—
|
|
|
—
|
|
|
(991
|
)
|
|
Other Non- Interest Income
|
|
$
|
—
|
|
|
—
|
|
|
972
|
|
Total
|
|
|
|
$
|
—
|
|
|
—
|
|
|
(991
|
)
|
|
|
|
$
|
—
|
|
|
—
|
|
|
972
|
|
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
(2)
|
|
Other Non-
Interest Income
(Expense)
|
|
$
|
1,419
|
|
|
(819
|
)
|
|
(6,902
|
)
|
|
|
|
|
|
|
|
|
||||
Mortgage derivatives
(3)
|
|
Mortgage
Banking Income
|
|
$
|
2,364
|
|
|
393
|
|
|
(2,565
|
)
|
|
|
|
|
|
|
|
|
||||
Total
|
|
|
|
$
|
3,783
|
|
|
(426
|
)
|
|
(9,467
|
)
|
|
|
|
|
|
|
|
|
||||
Total derivatives
|
|
|
|
$
|
3,783
|
|
|
(426
|
)
|
|
(10,458
|
)
|
|
|
|
—
|
|
|
—
|
|
|
972
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
|
Risk-free interest rate
|
|
1.23
|
%
|
|
NA
|
|
2.8
|
Expected stock price volatility
|
|
65.0
|
|
|
NA
|
|
63.0
|
Dividend yield
|
|
2.0
|
|
|
NA
|
|
1.4
|
Expected life of options
|
|
6.0 years
|
|
|
NA
|
|
6.25 years
|
|
|
|
|
|
|
|
Stock Options
|
|
|
|
|
|
|||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|||||||||
Outstanding at beginning of year
|
17,886,318
|
|
|
$
|
10.63
|
|
|
21,723,381
|
|
|
$
|
10.81
|
|
|
28,167,011
|
|
|
$
|
10.94
|
|
Options granted
|
4,586,666
|
|
|
2.05
|
|
|
—
|
|
|
—
|
|
|
3,442,586
|
|
|
2.80
|
|
|||
Options exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(430
|
)
|
|
2.21
|
|
|||
Options forfeited
|
(174,842
|
)
|
|
2.38
|
|
|
(471,386
|
)
|
|
10.72
|
|
|
(150,003
|
)
|
|
2.80
|
|
|||
Options expired
|
(3,008,437
|
)
|
|
12.36
|
|
|
(3,365,677
|
)
|
|
11.75
|
|
|
(9,735,783
|
)
|
|
8.48
|
|
|||
Options outstanding at end of year
|
19,289,705
|
|
|
$
|
8.40
|
|
|
17,886,318
|
|
|
$
|
10.63
|
|
|
21,723,381
|
|
|
$
|
10.81
|
|
Options exercisable at end of year
|
13,296,595
|
|
|
$
|
10.94
|
|
|
14,365,773
|
|
|
$
|
12.06
|
|
|
16,879,440
|
|
|
$
|
12.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested Shares
|
Shares
|
|
Weighted-Average Grant-date Fair Value
|
|||
Outstanding at January 1, 2010
|
188,233
|
|
|
$
|
26.75
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(163,924
|
)
|
|
28.28
|
|
|
Forfeited
|
(7,349
|
)
|
|
25.81
|
|
|
Outstanding at December 31, 2010
|
16,960
|
|
|
12.41
|
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(16,000
|
)
|
|
12.40
|
|
|
Forfeited
|
(960
|
)
|
|
12.50
|
|
|
Outstanding at December 31, 2011
|
—
|
|
|
—
|
|
|
|
|
|
|
Restricted Share Units
|
Share Units
|
|
Weighted-Average Grant-date Fair Value
|
|||
Outstanding at January 1, 2010
|
74,815
|
|
|
$
|
12.01
|
|
Granted
|
844,205
|
|
|
2.80
|
|
|
Dividend equivalents granted
|
10,082
|
|
|
2.60
|
|
|
Vested
|
(45,406
|
)
|
|
12.45
|
|
|
Forfeited
|
(3,295
|
)
|
|
12.89
|
|
|
Outstanding at December 31, 2010
|
880,401
|
|
|
3.05
|
|
|
Granted
|
3,815,942
|
|
|
2.65
|
|
|
Dividend equivalents granted
|
86,494
|
|
|
1.64
|
|
|
Vested
|
(25,534
|
)
|
|
6.15
|
|
|
Forfeited
|
(229,328
|
)
|
|
2.91
|
|
|
Outstanding at December 31, 2011
|
4,527,975
|
|
|
2.67
|
|
|
Granted
|
3,330,293
|
|
|
2.07
|
|
|
Dividend equivalents granted
|
112,616
|
|
|
2.19
|
|
|
Vested
|
(1,314,063
|
)
|
|
2.70
|
|
|
Forfeited
|
(213,842
|
)
|
|
2.49
|
|
|
Outstanding at December 31, 2012
|
6,442,979
|
|
|
$
|
2.35
|
|
|
|
|
|
Plan Category
(1)
|
|
(a) Number of securities to be issued upon vesting of restricted share units
|
|
(b) Number of securities to be issued upon exercise of outstanding options
|
|
(c) Weighted-average exercise price of outstanding options in column (b)
|
|
(d) Number of shares remaining available for issuance excluding shares reflected in columns (a) and (b)
|
|
|||||
Shareholder approved equity compensation plans for shares of Synovus stock
|
|
6,442,979
|
|
|
19,103,267
|
|
|
$
|
8.41
|
|
|
23,855,801
|
|
(2)
|
Non-shareholder approved equity compensation plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
6,442,979
|
|
|
19,103,267
|
|
|
$
|
8.41
|
|
|
23,855,801
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
2012
|
|
2011
|
|
2010
|
||||
Current
|
|
|
|
|
|
||||
Federal
|
$
|
2,831
|
|
|
(99
|
)
|
|
(20,185
|
)
|
State
|
(6,885
|
)
|
|
1,768
|
|
|
(4,181
|
)
|
|
Total current income tax (benefit) expense
|
(4,054
|
)
|
|
1,669
|
|
|
(24,366
|
)
|
|
Deferred
|
|
|
|
|
|
||||
Federal
|
(666,242
|
)
|
|
535
|
|
|
(4,834
|
)
|
|
State
|
(128,436
|
)
|
|
(892
|
)
|
|
14,049
|
|
|
Total deferred income tax (benefit) expense
|
(794,678
|
)
|
|
(357
|
)
|
|
9,215
|
|
|
Total income tax (benefit) expense
|
$
|
(798,732
|
)
|
|
1,312
|
|
|
(15,151
|
)
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||
(in thousands)
|
2012
|
|
2011
|
|
2010
|
||||
Income tax expense (benefit) at statutory federal income tax rate
|
$
|
11,017
|
|
|
(20,836
|
)
|
|
(297,210
|
)
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
||||
State income tax benefit, net of federal income tax effect
|
(3,935
|
)
|
|
(3,084
|
)
|
|
(30,598
|
)
|
|
Tax-exempt income
|
(2,026
|
)
|
|
(2,316
|
)
|
|
(2,678
|
)
|
|
Tax credits
|
(1,558
|
)
|
|
(1,461
|
)
|
|
(1,576
|
)
|
|
Cash surrender value of life insurance
|
(2,907
|
)
|
|
(2,911
|
)
|
|
(2,888
|
)
|
|
Change in valuation allowance, federal and state
|
(802,771
|
)
|
|
31,844
|
|
|
320,377
|
|
|
Other, net
|
3,448
|
|
|
76
|
|
|
(578
|
)
|
|
Total income tax (benefit) expense
|
$
|
(798,732
|
)
|
|
1,312
|
|
|
(15,151
|
)
|
|
|
|
|
|
|
(in thousands)
|
2012
|
|
2011
|
|||
Deferred tax assets
|
|
|
|
|||
Net operating loss carryforwards
|
$
|
590,938
|
|
|
514,275
|
|
Allowance for loan losses
|
179,916
|
|
|
268,406
|
|
|
Tax credit carryforwards
|
44,563
|
|
|
44,170
|
|
|
Finance lease transactions
|
6,236
|
|
|
4,901
|
|
|
Net unrealized loss on cash flow hedges
|
774
|
|
|
243
|
|
|
Other
|
46,536
|
|
|
46,779
|
|
|
Total gross deferred tax assets
|
868,963
|
|
|
878,774
|
|
|
Less valuation allowance
|
(18,658
|
)
|
|
(821,429
|
)
|
|
Total deferred tax assets
|
850,305
|
|
|
57,345
|
|
|
Deferred tax liabilities
|
|
|
|
|||
Excess tax over financial statement depreciation
|
(13,945
|
)
|
|
(16,371
|
)
|
|
Net unrealized gains on investment securities available for sale
|
(19,051
|
)
|
|
(29,390
|
)
|
|
Other
|
(10,903
|
)
|
|
(9,446
|
)
|
|
Total gross deferred tax liabilities
|
(43,899
|
)
|
|
(55,207
|
)
|
|
Net deferred tax asset
|
$
|
806,406
|
|
|
2,138
|
|
|
|
|
|
Tax Carryforwards
|
As of December 31, 2012
|
||||||||||
(in thousands)
|
Expiration Dates
|
|
Deferred Tax Asset Balance
|
|
Valuation Allowance
|
|
Net Deferred Tax Asset Balance
|
||||
Net operating losses - federal
|
2028-2032
|
|
$
|
519,755
|
|
|
—
|
|
|
519,755
|
|
General business credits - federal
|
2028-2032
|
|
7,799
|
|
|
—
|
|
|
7,799
|
|
|
Net operating losses - states
|
2013-2017
|
|
47
|
|
|
—
|
|
|
47
|
|
|
Net operating losses - states
|
2018-2022
|
|
1,828
|
|
|
—
|
|
|
1,828
|
|
|
Net operating losses - states
|
2023-2027
|
|
5,296
|
|
|
(3,785
|
)
|
|
1,511
|
|
|
Net operating losses - states
|
2028-2032
|
|
64,012
|
|
|
—
|
|
|
64,012
|
|
|
Other credits - states
|
2013-2017
|
|
17,565
|
|
|
(14,782
|
)
|
|
2,783
|
|
|
Other credits - states
|
2018-2022
|
|
136
|
|
|
(91
|
)
|
|
45
|
|
|
Alternative minimum tax credits - federal
|
None
|
|
$
|
19,063
|
|
|
—
|
|
|
19,063
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|||||
(in thousands)
|
2012
|
|
2011
|
|||
Balance at January 1,
|
$
|
5,985
|
|
|
6,315
|
|
Additions based on income tax positions related to current year
|
227
|
|
|
275
|
|
|
Additions for income tax positions of prior years
|
175
|
|
|
—
|
|
|
Deductions for income tax positions of prior years
|
(2,774
|
)
|
|
(605
|
)
|
|
Statute of limitation expirations
|
(1,068
|
)
|
|
—
|
|
|
Settlements
|
(1,425
|
)
|
|
—
|
|
|
Balance at December 31,
|
$
|
1,120
|
|
|
5,985
|
|
|
|
|
|
Condensed Balance Sheets
|
|
|||||
|
December 31,
|
|||||
(in thousands)
|
2012
|
|
2011
|
|||
Assets
|
|
|
|
|||
Cash due from bank subsidiary
|
$
|
360,426
|
|
|
278,071
|
|
Funds due from other depository institutions
(1)
|
21,712
|
|
|
33,431
|
|
|
Investment in consolidated bank subsidiary, at equity
|
3,728,704
|
|
|
2,998,006
|
|
|
Net accumulated deficit in consolidated nonbank subsidiaries, at equity
(2)
|
(208,183
|
)
|
|
(279,962
|
)
|
|
Notes receivable from nonbank subsidiaries
|
443,935
|
|
|
493,800
|
|
|
Other assets
|
104,848
|
|
|
55,103
|
|
|
Total assets
|
$
|
4,451,442
|
|
|
3,578,449
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|||
Liabilities:
|
|
|
|
|||
Long-term debt
|
$
|
841,667
|
|
|
726,167
|
|
Other liabilities
|
40,344
|
|
|
24,830
|
|
|
Total liabilities
|
882,011
|
|
|
750,997
|
|
|
Shareholders’ equity:
|
|
|
|
|||
Series A Preferred Stock
|
957,327
|
|
|
947,017
|
|
|
Common stock
|
792,273
|
|
|
790,989
|
|
|
Additional paid-in capital
|
2,189,874
|
|
|
2,241,171
|
|
|
Treasury stock
|
(114,176
|
)
|
|
(114,176
|
)
|
|
Accumulated other comprehensive income
|
4,101
|
|
|
21,093
|
|
|
Accumulated deficit
|
(259,968
|
)
|
|
(1,058,642
|
)
|
|
Total shareholders’ equity
|
3,569,431
|
|
|
2,827,452
|
|
|
Total liabilities and shareholders’ equity
|
$
|
4,451,442
|
|
|
3,578,449
|
|
|
|
|
|
Condensed Statements of Operations
|
|
||||||||
|
Years Ended December 31,
|
||||||||
(in thousands)
|
2012
|
|
2011
|
|
2010
|
||||
Income
|
|
|
|
|
|
||||
Cash dividends received from bank subsidiaries
|
$
|
—
|
|
|
—
|
|
|
43,874
|
|
Management and information technology fees from
subsidiaries
|
—
|
|
|
—
|
|
|
185,279
|
|
|
Interest income
|
18,424
|
|
|
30,057
|
|
|
36,074
|
|
|
Other income
|
11,343
|
|
|
(141
|
)
|
|
8,922
|
|
|
Total income
|
29,767
|
|
|
29,916
|
|
|
274,149
|
|
|
Expenses
|
|
|
|
|
|
||||
Interest expense
|
47,975
|
|
|
34,767
|
|
|
33,809
|
|
|
Other expenses
|
16,584
|
|
|
14,177
|
|
|
224,100
|
|
|
Total expenses
|
64,559
|
|
|
48,944
|
|
|
257,909
|
|
|
(Loss) income before income taxes and equity in undistributed net
income (loss) of subsidiaries
|
(34,792
|
)
|
|
(19,028
|
)
|
|
16,240
|
|
|
Allocated income tax benefit
|
(54,184
|
)
|
|
(13,715
|
)
|
|
(153,729
|
)
|
|
Income (loss) before equity in undistributed net income
(loss) of subsidiaries
|
19,392
|
|
|
(5,313
|
)
|
|
169,969
|
|
|
Equity in undistributed net income (loss) of subsidiaries
|
810,817
|
|
|
(55,311
|
)
|
|
(1,003,809
|
)
|
|
Income (loss) from continuing operations
|
830,209
|
|
|
(60,624
|
)
|
|
(833,840
|
)
|
|
Income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
43,162
|
|
|
Net income (loss) available to controlling interest
|
830,209
|
|
|
(60,624
|
)
|
|
(790,678
|
)
|
|
Dividends and accretion of discount on Series A Preferred Stock
|
58,703
|
|
|
58,088
|
|
|
57,510
|
|
|
Net income (loss) available to common shareholders
|
$
|
771,506
|
|
|
(118,712
|
)
|
|
(848,188
|
)
|
|
|
|
|
|
|
Condensed Statements of Cash Flows
|
|
||||||||
|
Years Ended December 31,
|
||||||||
(in thousands)
|
2012
|
|
2011
|
|
2010
|
||||
Operating Activities
|
|
|
|
|
|
||||
Net income (loss) available to controlling interest
|
$
|
830,209
|
|
|
(60,624
|
)
|
|
(790,678
|
)
|
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
|
|
|
|
|
|
||||
Equity in undistributed (income) loss of subsidiaries
|
(810,817
|
)
|
|
55,311
|
|
|
960,647
|
|
|
Deferred income tax benefit
|
(48,525
|
)
|
|
—
|
|
|
(288,430
|
)
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
7,158
|
|
|
Net increase (decrease) in other liabilities
|
23,367
|
|
|
(23,162
|
)
|
|
(308,126
|
)
|
|
Net (increase) decrease in other assets
|
(1,255
|
)
|
|
(4,780
|
)
|
|
412,290
|
|
|
Other, net
|
(6,337
|
)
|
|
(6,912
|
)
|
|
(61,934
|
)
|
|
Net cash used in operating activities
|
(13,358
|
)
|
|
(40,167
|
)
|
|
(69,073
|
)
|
|
Investing Activities
|
|
|
|
|
|
||||
Net investment from (in) subsidiaries
|
—
|
|
|
10,000
|
|
|
(894,813
|
)
|
|
Purchases of investment securities available for sale
|
—
|
|
|
(18,313
|
)
|
|
—
|
|
|
Proceeds from sales of investment securities available for sale
|
—
|
|
|
49,551
|
|
|
—
|
|
|
Net decrease (increase) in short-term notes receivable from
non-bank subsidiaries
|
49,865
|
|
|
107,944
|
|
|
(204,225
|
)
|
|
Net cash provided by (used in) investing activities
|
49,865
|
|
|
149,182
|
|
|
(1,099,038
|
)
|
|
Financing Activities
|
|
|
|
|
|
||||
Dividends paid to common and preferred shareholders
|
(79,856
|
)
|
|
(79,813
|
)
|
|
(73,896
|
)
|
|
Transfer of funds to dividend payment agent
|
(7,853
|
)
|
|
—
|
|
|
—
|
|
|
Principal repayments on long-term debt
|
(170,801
|
)
|
|
(21,701
|
)
|
|
(10,425
|
)
|
|
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
Proceeds from issuance of long-term debt
|
292,639
|
|
|
—
|
|
|
70,355
|
|
|
Proceeds from issuance of prepaid common stock purchase
contracts
|
—
|
|
|
—
|
|
|
265,503
|
|
|
Proceeds from issuance of common stock
|
—
|
|
|
—
|
|
|
769,176
|
|
|
Net cash provided (used in) by financing activities
|
34,129
|
|
|
(101,514
|
)
|
|
1,020,692
|
|
|
Increase (decrease) in cash and funds due from banks
|
70,636
|
|
|
7,501
|
|
|
(147,419
|
)
|
|
Cash and funds due from banks at beginning of year
|
311,502
|
|
|
304,001
|
|
|
451,420
|
|
|
Cash and funds due from banks at end of year
|
$
|
382,138
|
|
|
311,502
|
|
|
304,001
|
|
|
|
|
|
|
|
|
2012
|
|||||||||||
(in thousands, except per share data)
|
Fourth Quarter
|
|
Third
Quarter
|
|
Second Quarter
|
|
First
Quarter
|
|||||
Interest income
|
$
|
240,000
|
|
|
247,676
|
|
|
253,809
|
|
|
262,654
|
|
Net interest income
|
207,456
|
|
|
212,345
|
|
|
213,356
|
|
|
220,959
|
|
|
Provision for loan losses
|
146,526
|
|
|
63,572
|
|
|
44,222
|
|
|
66,049
|
|
|
(Loss) income before income taxes
|
(72,299
|
)
|
|
30,514
|
|
|
37,347
|
|
|
35,916
|
|
|
Income tax benefit
|
(796,339
|
)
|
|
(211
|
)
|
|
(2,105
|
)
|
|
(77
|
)
|
|
Net income
(1)
|
724,040
|
|
|
30,725
|
|
|
39,452
|
|
|
35,993
|
|
|
Net income available to common shareholders
(1)
|
$
|
709,304
|
|
|
16,030
|
|
|
24,803
|
|
|
21,369
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|||||
Net income available to common shareholders
|
$
|
0.90
|
|
|
0.02
|
|
|
0.03
|
|
|
0.03
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|||||
Net income available to common shareholders
|
$
|
0.78
|
|
|
0.02
|
|
|
0.03
|
|
|
0.02
|
|
|
|
|
|
|
|
|
|
|||||
|
2011
|
|||||||||||
|
Fourth Quarter
|
|
Third
Quarter
|
|
|
Second Quarter
|
|
First
Quarter
|
|
|||
Interest income
|
$
|
273,303
|
|
|
281,970
|
|
|
288,052
|
|
|
298,432
|
|
Net interest income
|
227,156
|
|
|
228,603
|
|
|
230,961
|
|
|
237,434
|
|
|
Provision for loan losses
|
54,565
|
|
|
102,325
|
|
|
120,159
|
|
|
141,746
|
|
|
Income (loss) before income taxes
|
26,979
|
|
|
37,118
|
|
|
(43,764
|
)
|
|
(79,864
|
)
|
|
Income tax (benefit) loss
|
(378
|
)
|
|
6,910
|
|
|
(4,764
|
)
|
|
(456
|
)
|
|
Net income (loss)
(1)
|
27,357
|
|
|
30,208
|
|
|
(39,000
|
)
|
|
(79,408
|
)
|
|
Net income (loss) available common shareholders
(1)
|
$
|
12,779
|
|
|
15,667
|
|
|
(53,504
|
)
|
|
(93,654
|
)
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|||||
Net income (loss) available to common shareholders
|
$
|
0.02
|
|
|
0.02
|
|
|
(0.07
|
)
|
|
(0.12
|
)
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|||||
Net income (loss) available to common shareholders
|
$
|
0.01
|
|
|
0.02
|
|
|
(0.07
|
)
|
|
(0.12
|
)
|
|
|
|
|
|
|
|
|
•
|
“PROPOSALS TO BE VOTED ON” - “PROPOSAL 1: ELECTION OF 14 DIRECTORS”;
|
•
|
“EXECUTIVE OFFICERS”;
|
•
|
“SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE”; and
|
•
|
“CORPORATE GOVERNANCE AND BOARD MATTERS” - “Consideration of Director Candidates - Shareholder Candidates” and “Committees of the Board” - “Audit Committee.”
|
•
|
“DIRECTOR COMPENSATION”;
|
•
|
“EXECUTIVE COMPENSATION” - “Compensation Discussion and Analysis”; “Compensation Committee Report”; “Summary Compensation Table” and the compensation tables and related information which follow the Summary Compensation Table; and
|
•
|
“CORPORATE GOVERNANCE AND BOARD MATTERS” - “Committees of the Board” - “Compensation Committee Interlocks and Insider Participation.”
|
•
|
“STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS”; and
|
•
|
“PRINCIPAL SHAREHOLDERS.”
|
•
|
“AUDIT COMMITTEE REPORT” - “KPMG LLP Fees and Services” (excluding the information under the main caption “AUDIT COMMITTEE REPORT”); and
|
•
|
“AUDIT COMMITTEE REPORT” - “Policy on Audit Committee Pre-Approval.”
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
||
3.1
|
|
|
Amended and Restated Articles of Incorporation of Synovus, as amended, incorporated by reference to Exhibit 3.1 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, as filed with the SEC on August 9, 2010.
|
|
|
||
3.2
|
|
|
Bylaws, as amended, of Synovus, incorporated by reference to Exhibit 3.1 of Synovus' Current Report on Form 8-K dated November 8, 2010, as filed with the SEC on November 9, 2010.
|
|
|
||
4.1
|
|
|
Specimen stock certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A, incorporated by reference to Exhibit 4.2 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.
|
|
|
||
4.2
|
|
|
Warrant for purchase of up to 15,510,737 shares of Synovus Common Stock, incorporated by reference to Exhibit 4.1 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.
|
|
|
||
4.3
|
|
|
Shareholder Rights Plan, dated as of April 26, 2010, between Synovus Financial Corp. and Mellon Investor Services LLC, as Rights Agent, which includes the Form of Articles of Amendment to the Articles of Incorporation of Synovus Financial Corp. (Series B Participating Cumulative Preferred Stock) as Exhibit A, the Summary of Terms of the Rights Agreement as Exhibit B and the Form of Right Certificate as Exhibit C, incorporated by reference to Exhibit 4.1 of Synovus’ Current Report on Form 8-K dated April 26, 2010, as filed with the SEC on April 26, 2010.
|
|
|
||
4.4
|
|
|
Amendment No. 1 dated as of September 6, 2011 to Shareholder Rights Plan between Synovus Financial Corp. and American Stock Transfer & Trust Company, LLC, incorporated by reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated September 6, 2011, as filed with the SEC on September 6, 2011.
|
|
|
|
|
4.5
|
|
|
Indenture, dated as of February 18, 2003, between Synovus Financial Corp. and The Bank of New York Trust Company of Florida, N.A., as trustee, incorporated by reference to Exhibit 4.1 of Synovus' Registration Statement on Form S-4 (No. 333-104625) filed with the SEC on April 18, 2003.
|
|
|
|
|
4.6
|
|
|
Indenture, dated as of June 20, 2005, between Synovus Financial Corp. and The Bank of New York Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 of Synovus' Registration Statement on Form S-4 (No. 333-126767) filed with the SEC on July 21, 2005.
|
Exhibit
Number
|
|
Description
|
|
|
|
||
4.7
|
|
|
Junior Subordinated Debt Indenture dated May 4, 2010, between Synovus Financial Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated May 4, 2010, as filed with the SEC on May 4, 2010.
|
|
|
||
4.8
|
|
|
Purchase Contract Agreement dated May 4, 2010 among Synovus Financial Corp., The Bank of New York Mellon Trust Company, N.A., as purchase contract agent, and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.3 of Synovus’ Current Report on Form 8-K dated May 4, 2010, as filed with the SEC on May 4, 2010.
|
|
|
||
4.9
|
|
|
Senior Notes Indenture, dated as of February 13, 2012, between Synovus Financial Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated February 8, 2012 as filed with the SEC on February 13, 2012.
|
|
|
|
|
10.1
|
|
|
Letter Agreement (including Securities Purchase Agreement – Standard Terms incorporated by reference therein) dated December 19, 2008, between Synovus and the United States Department of the Treasury, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.
|
|
|
||
10.2
|
|
|
Indemnification and Insurance Matters Agreement by and between Synovus and Total System Services, Inc., dated as of November 30, 2007, incorporated by reference to Exhibit 10.3 of Synovus’ Current Report on Form 8-K dated November 30, 2007, as filed with the SEC on November 30, 2007.
|
|
|
||
10.3
|
|
|
Tax Sharing Agreement by and among Synovus, Columbus Bank and Trust Company and Total System Services, Inc., dated as of November 30, 2007, incorporated by reference to Exhibit 10.5 of Synovus’ Current Report on Form 8-K dated November 30, 2007, as filed with the SEC on November 30, 2007.
|
|
|
||
10.4
|
|
|
Synovus Financial Corp. 2011 Director Stock Purchase Plan, incorporated by reference to Exhibit 99.1 of Synovus' Current Report on Form 8-K dated April 27, 2011, as filed with the SEC on May 3, 2011.*
|
|
|
||
10.5
|
|
|
Amendment No. 1 dated September 6, 2011 to Synovus Financial Corp. 2011 Director Stock Purchase Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated September 6, 2011, as filed with the SEC on September 6, 2011.*
|
|
|
||
10.6
|
|
|
Amendment No. 2 dated February 28, 2013 to Synovus Financial Corp. 2011 Director Stock Purchase.*
|
|
|
|
|
10.7
|
|
|
Synovus Financial Corp. 2011 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.1 of Synovus' Registration Statement on Form S-8 (Registration No. 333-174265), as filed with the SEC on May 17, 2011.*
|
|
|
||
10.8
|
|
|
Synovus Financial Corp. 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.4 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 21, 2002.*
|
|
|
||
10.9
|
|
|
Amended and Restated Synovus Financial Corp. Directors' Deferred Compensation Plan, incorporated by reference to Exhibit 10.2 of Synovus' Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, as filed with the SEC on August 8, 2008.*
|
Exhibit
Number
|
|
Description
|
|
|
|
||
10.10
|
|
|
Synovus Financial Corp. Executive Salary Contribution Death Benefit Plan, incorporated by reference to Exhibit 10.1 of Synovus' Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as filed with the SEC on August 10, 2009.*
|
|
|
||
10.11
|
|
|
Agreement in Connection with Personal Use of Company Aircraft, incorporated by reference to Exhibit 10.7 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as filed with the SEC on March 7, 2006.*
|
|
|
||
10.12
|
|
|
Life Insurance Trusts, incorporated by reference to Exhibit 10.12 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the SEC on March 29, 1993.*
|
|
|
||
10.13
|
|
|
1993 Split Dollar Insurance Agreement of Synovus, incorporated by reference to Exhibit 10.14 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1993, as filed with the SEC on March 28, 1994.*
|
|
|
||
10.14
|
|
|
1995 Split Dollar Insurance Agreement of Synovus, incorporated by reference to Exhibit 10.15 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as filed with the SEC on March 24, 1995.*
|
|
|
||
10.15
|
|
|
Third Amended and Restated Synovus Financial Corp. Deferred Compensation Plan.*
|
|
|
||
10.16
|
|
|
Synovus Financial Corp. Executive Cash Bonus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on 8-K dated April 27, 2006, as filed with the SEC on April 27, 2006.*
|
|
|
||
10.17
|
|
|
Form of Change of Control Agreement for executive officers, incorporated by reference to Exhibit 10.1 of Synovus' Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, as filed with the SEC on August 8, 2008.*
|
|
|
||
10.18
|
|
|
Riverside Bank Amended and Restated Salary Continuation Agreement adopted as of June 1, 2005 by and between Riverside Bank and Kessel D. Stelling, incorporated by reference to Exhibit 10.17 of Synovus' Annual Report on Form 10-K for the period ended December 31, 2011, as filed with the SEC on February 29, 2012.*
|
|
|
||
10.19
|
|
|
Form of Stock Option Agreement for the: (i) Synovus Financial Corp. 1994 Long-Term Incentive Plan and (ii) Synovus Financial Corp. 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of Synovus' Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, as filed with the SEC on November 9, 2004.*
|
|
|
||
10.20
|
|
|
Form of Restricted Stock Award Agreement for the Synovus 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated January 19, 2005, as filed with the SEC on January 25, 2005.*
|
Exhibit
Number
|
|
Description
|
|
|
|
||
10.21
|
|
|
Form of Performance-Based Restricted Stock Award Agreement for the Synovus 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated January 19, 2005, as filed with the SEC on January 25, 2005.*
|
|
|
||
10.22
|
|
|
Form of Non-Employee Director Restricted Stock Award Agreement for the Synovus 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated February 1, 2005, as filed with the SEC on February 3, 2005.*
|
|
|
||
10.23
|
|
|
Form of Stock Option Agreement for the Synovus Financial Corp. 2002 Long-Term Incentive Plan for grants made subsequent to January 18, 2006, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated January 18, 2006, as filed with the SEC on January 18, 2006.*
|
|
|
||
10.24
|
|
|
Form of Restricted Stock Award Agreement for the Synovus Financial Corp. 2002 Long-Term Incentive Plan for grants made subsequent to January 18, 2006, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated January 18, 2006, as filed with the SEC on January 18, 2006.*
|
|
|
||
10.25
|
|
|
Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated April 25, 2007, as filed with the SEC on April 25, 2007.*
|
|
|
||
10.26
|
|
|
Form of Restricted Stock Award Agreement for restricted stock awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated April 25, 2007, as filed with the SEC on April 25, 2007.*
|
|
|
||
10.27
|
|
|
Form of Performance-Based Restricted Stock Award Agreement for performance-based restricted stock awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.3 of Synovus' Current Report on Form 8-K dated April 25, 2007, as filed with the SEC on April 25, 2007.*
|
|
|
||
10.28
|
|
|
Form of Revised Stock Option Agreement for stock option awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated January 29, 2008, as filed with the SEC on January 29, 2008.*
|
|
|
||
10.29
|
|
|
Form of Revised Restricted Stock Unit Agreement for restricted stock unit awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.33 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as filed with the SEC on February 29, 2008.*
|
|
|
||
10.30
|
|
|
Form of Retention Stock Option Agreement for retention stock option awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated January 29, 2008, as filed with the SEC on January 29, 2008.*
|
10.31
|
|
|
Form of TARP Restricted Stock Unit Award Agreement for awards to executive officers and the top 20 most highly-compensated employees under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated January 28, 2010, as filed with the SEC on January 29, 2010.*
|
|
|
||
10.32
|
|
|
Form of Restricted Stock Option Agreement for 2010 stock option awards under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated January 29, 2010, as filed with the SEC on January 29, 2010.*
|
|
|
10.33
|
|
|
Form of Indemnification Agreement for directors and executive officers of Synovus, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated July 26, 2007, as filed with the SEC on July 26, 2007.*
|
|
|
||
10.34
|
|
|
Summary of Annual Base Salaries of Synovus' Named Executive Officers.*
|
|
|
||
10.35
|
|
|
Summary of Board of Directors Compensation, incorporated by reference to Exhibit 10.2 of Synovus' Quarterly Report on Form 10-Q for the period ended March 31, 2012, as filed with the SEC on May 10, 2012.*
|
|
|
||
10.36
|
|
|
Form of Waiver executed by Senior Executive Officers, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.*
|
|
|
||
10.37
|
|
|
Form of Letter Agreement executed by Senior Executive Officers, incorporated by reference to Exhibit 10.3 of Synovus' Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008.*
|
|
|
|
|
10.38
|
|
|
First Amendment to the Bank of North Georgia Amended and Restated Salary Continuation Agreement dated September 10, 2007, effective as of January 1, 2005, by and between Bank of North Georgia, as successor in interest to Riverside Bank, and Kessel D. Stelling, Jr., incorporated by reference to Exhibit 10.37 of Synovus' Current Report on Form 10-K for the period ended December 31, 2011, as filed with the SEC on February 29, 2012.*
|
|
|
|
|
10.39
|
|
|
Riverside Bank Split Dollar Agreement dated December 23, 1999, by and between Riverside Bank and Kessel D. Stelling, Jr., incorporated by reference to Exhibit 10.38 of Synovus' Current Report on Form 10-K for the period ended December 31, 2011, as filed with the SEC on February 29, 2012.*
|
|
|
|
|
10.40
|
|
|
Form of Salary Stock Award Agreement for 2012 and 2013 salary stock unit awards to executive officers under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated March 16, 2012, as filed with the SEC on March 16, 2012.*
|
|
|
|
|
10.41
|
|
|
Form of Non-Employee Director Restricted Stock Unit Award Agreement under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Quarterly Report on Form 10-Q for the period ended March 31, 2012, as filed with the SEC on May 10, 2012.*
|
|
|
|
|
12.1
|
|
|
Ratio of Earnings to Fixed Charges.
|
|
|
||
14
|
|
|
Code of Business Conduct and Ethics, incorporated by reference to Exhibit 10.1 of Synovus’ Current Report on Form 8-K dated July 22, 2010, as filed with the SEC on July 26, 2010.
|
|
|
||
21.1
|
|
|
Subsidiaries of Synovus Financial Corp.
|
|
|
||
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
||
24.1
|
|
|
Powers of Attorney contained on the signature pages of this 2012 Annual Report on Form 10-K and incorporated herein by reference.
|
|
|
||
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
||
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
||
99.1
|
|
|
Certification of Principal Executive Officer pursuant to Section 30.15 of the U.S. Treasury’s Interim Final Rule on TARP Standards for Compensation and Corporate Governance.
|
|
|
||
99.2
|
|
|
Certification of Principal Financial Officer pursuant to Section 30.15 of the U.S. Treasury’s Interim Final Rule on TARP Standards for Compensation and Corporate Governance.
|
|
|
|
|
101
|
|
|
Interactive Data File
|
|
|
|
*
|
Indicates management contracts and compensatory plans and arrangements.
|
|
|
SYNOVUS FINANCIAL CORP.
|
||
|
|
|
|
|
Date:
|
March 1, 2013
|
By:
|
|
/s/ Kessel D. Stelling
|
|
|
|
|
Kessel D. Stelling
|
|
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Kessel D. Stelling
|
|
Chairman of the Board, President and Chief Executive Officer and Director
|
|
March 1, 2013
|
Kessel D. Stelling
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ Thomas J. Prescott
|
|
Executive Vice President and Chief Financial Officer
|
|
March 1, 2013
|
Thomas J. Prescott
|
|
(Principal Financial Officer)
|
|
|
|
|
|
||
/s/ Liliana C. McDaniel
|
|
Chief Accounting Officer
|
|
March 1, 2013
|
Liliana C. McDaniel
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
||
/s/ Catherine A. Allen
|
|
Director
|
|
March 1, 2013
|
Catherine A. Allen
|
|
|
|
|
|
|
|
||
/s/ Frank W. Brumley
|
|
Director
|
|
March 1, 2013
|
Frank W. Brumley
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Stephen T. Butler
|
|
Director
|
|
March 1, 2013
|
Stephen T. Butler
|
|
|
|
|
|
|
|
||
/s/ Elizabeth W. Camp
|
|
Director
|
|
March 1, 2013
|
Elizabeth W. Camp
|
|
|
|
|
|
|
|
||
/s/ T. Michael Goodrich
|
|
Director
|
|
March 1, 2013
|
T. Michael Goodrich
|
|
|
|
|
|
|
|
||
/s/ V. Nathaniel Hansford
|
|
Director
|
|
March 1, 2013
|
V. Nathaniel Hansford
|
|
|
|
|
|
|
|
|
|
/s/ Mason H. Lampton
|
|
Director
|
|
March 1, 2013
|
Mason H. Lampton
|
|
|
|
|
|
|
|
||
/s/ Jerry W. Nix
|
|
Director
|
|
March 1, 2013
|
Jerry W. Nix
|
|
|
|
|
|
|
|
|
|
/s/ H. Lynn Page
|
|
Director
|
|
March 1, 2013
|
H. Lynn Page
|
|
|
|
|
|
|
|
|
|
/s/ Joseph J. Prochaska, Jr.
|
|
Director
|
|
March 1, 2013
|
Joseph J. Prochaska, Jr.
|
|
|
|
|
|
|
|
||
/s/ J. Neal Purcell
|
|
Director
|
|
March 1, 2013
|
J. Neal Purcell
|
|
|
|
|
|
|
|
||
/s/ Melvin T. Stith
|
|
Director
|
|
March 1, 2013
|
Melvin T. Stith
|
|
|
|
|
|
|
|
||
/s/ Philip W. Tomlinson
|
|
Director
|
|
March 1, 2013
|
Philip W. Tomlinson
|
|
|
|
|
|
|
|
||
/s/ James D. Yancey
|
|
Director
|
|
March 1, 2013
|
James D. Yancey
|
|
|
|
|
SYNOVUS FINANCIAL CORP.
|
|
By:
|
/s/Roy Dallis Copeland, Jr.
|
Name:
|
Roy Dallis Copeland, Jr.
|
Title:
|
Executive Vice President and Chief Banking Officer
|
I.
|
INTRODUCTION
|
A.
|
Purpose of Plan
. The Employer has adopted the Plan set forth herein to provide benefits in excess of those that may be accrued under the Employer's qualified retirement plans as a result of the limitations of Code section 401(a)(17) and 415 as a means by which certain designated employees may elect to defer designated portions of their Compensation. In addition, the Employer shall credit additional amounts to a Participant's deferral Account in the form of Matching Credits.
|
B.
|
Status of Plan
.
To the extent the Plan provides benefits in excess of the limitations of Code section 415, the Plan is intended to be an "excess benefit plan" within the meaning of sections 3(36) and 4(6) of ERISA, and to the extent the Plan provides other benefits, the Plan is intended to be "a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" within the meaning of sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6) of ERISA, and shall be interpreted and administered to the extent possible in a manner consistent with that intent. This Plan is intended to constitute a nonqualified deferred compensation plan and to meet the requirements of Code section 409A.
|
II.
|
DEFINITIONS
|
A.
|
"Account" means, for each Participant, the bookkeeping account established for his or her benefit under the Plan.
|
B.
|
"Code" means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.
|
C.
|
"Compensation" means, with respect to a Participant, his or her base salary, including any bonuses, overtime, commissions and incentives. Compensation shall not include any amounts previously deferred under this Plan or any other nonqualified deferred compensation plan.
|
D.
|
"Effective Date" means January 1, 2013, for historical purposes, the Plan was originally effective January 1, 2002.
|
E.
|
"Elective Deferral" means the portion of Compensation which is deferred by a Participant under Section IV.A.
|
F.
|
"Eligible Employee" means each individual selected by the Plan Administrator for eligibility from among the group of highly compensated or managerial employees of the Employer.
|
G.
|
"Employer" means Synovus Financial Corp. and any of its affiliates.
|
H.
|
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to any section or subsection of ERISA includes reference to any
|
I.
|
“Excess Benefits Credit” means an amount credited to a Participant's Account by the Employer in accordance with Section IV.B.
|
J.
|
“Matching Credit” means an amount credited to a Participant's Account by the Employer in accordance with Section IV.C.
|
K.
|
"Participant" means any individual who participates in the Plan in accordance with Article III.
|
L.
|
"Plan" means the Synovus Financial Corp. Deferred Compensation Plan and as set forth herein and all subsequent amendments hereto.
|
M.
|
"Plan Administrator" means the Employer, or the person, persons or entity otherwise designated by the Employer to administer the Plan.
|
N.
|
"Plan Year" means the calendar year,
except that the initial plan year may be a period of less than 12 months' duration beginning on the Effective Date.
|
O.
|
"Valuation Date" means each business day in the Plan year and any such other date designated by the Plan Administrator.
|
P.
|
“Vested” means the nonforfeitable right to a portion of the Participant's Account, determined in accordance with the vesting schedule set forth in Section V.D.
|
III.
|
PARTICIPATION
|
A.
|
Commencement of Participation
. Any individual who is an Eligible Employee and who has elected to defer part of his or her Compensation in accordance with Section IV.A or who has been selected to receive Excess Benefits Credits under Section IV.B shall become a Participant on the date such Elective Deferral election or Excess Benefit Credit is made, as the case may be.
|
B.
|
Continued Participation
. Subject to Section III.C, an individual who has become a Participant in the Plan shall continue to be a Participant so long as any amount remains credited to his or her Account.
|
C.
|
Termination of Participation
. The Plan Administrator may terminate an employee's participation in the Plan prospectively for any reason, effective as of the first day of the Plan Year following such termination of participation, including but not limited to the Plan Administrator's determination that such termination is necessary in order to maintain the Plan as a "plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" within the meaning of sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6) of ERISA. Amounts credited to a Participant's Account (regardless of the extent otherwise Vested) shall be paid out to such Participant in accordance with the Participant's election under Article VI.
|
IV.
|
DEFERRALS AND CREDITS
|
1.
|
In general.
An individual who is an Eligible Employee may elect to defer a designated portion of Compensation to be earned during a Plan Year, by filing an irrevocable written election with the Plan Administrator prior to the first day of the Plan Year in which such Compensation is to be earned. An individual who first becomes an Eligible Employee on or after the first day of any Plan Year may elect to defer a designated portion of his or her Compensation by filing an irrevocable written election with the Plan Administrator on or before the date that is 30 days after the date on which the employee first becomes an Eligible Employee. The deferral election shall apply only to Compensation earned after the date on which the Eligible Employee files his or her deferral election form.
|
2.
|
Nature of Election.
Each election under this Section IV for a Plan Year (or the balance of a Plan Year) shall be made on a form approved or prescribed by the Plan Administrator and shall apply only to Compensation earned for the calendar year after the date the election form is completed and filed with the Plan Administrator. The election form shall apply to bonuses and shall specify the whole percentage or flat dollar amount that is to be deferred. A Participant may revoke his or her deferral election as of the first day of any Plan Year which follows such revocation by giving written notice to the Plan Administrator before that day (or any such earlier date as the Plan Administrator may prescribe). Any deferral election made under this Section IV.A shall continue to be effective until revoked or changed pursuant to this paragraph.
|
B.
|
Excess Benefit Credits
. The Employer shall credit the Account of each Participant with the excess of any employer contributions that would have been allocated to the Participant's account under the Synovus Money Purchase Pension Plan (the “Money Purchase Plan”), the Synovus Profit Sharing Plan (the “Profit Sharing Plan”) or the Synovus 401(k) Savings Plan (the “401(k) Plan”) but for the limitation
of Code sections
401(a)(17) and 415 over the amount actually credited to such account; such credits to be made as of the date or dates that the amounts would have
been allocated to the Participant's account under the Money Purchase Plan, the Profit Sharing Plan or the 401(k) Plan.
|
C.
|
Matching Credits
. The Employer shall credit a Matching Credit to each Participant's Account for each Plan Year during which the Participant is selected to participate in the Plan and is eligible to receive a matching contribution, as provided in subsection 1 below.
|
1.
|
Amount of Matching Credit
. The Matching Credit has two components: the Limited Matching Credit and the Excess Matching Credit.
|
a.
|
Limited Matching Credit
. The Limited Matching Credit shall equal the difference obtained by subtracting (B) from (A), where (A) is equal to the lesser of (i) the actual elective deferrals (which shall include any catch-up contributions) under the Synovus 401(k) Savings Plan for the Plan Year or (ii) 4% of the Participant's Compensation for such Plan Year; and where (B) is equal to the total of any Qualified Matching Contributions made for a Participant with respect to such Plan Year.
|
b.
|
Excess Matching Credit
.
|
(i)
|
Eligibility for Excess Matching Credit
. To be eligible for an Excess Matching Credit for a Plan Year, a Participant must have contributed to the Synovus 401(k) Savings Plan the maximum amount of such Participant's Compensation permissible during the Plan Year under the terms of that plan. Such maximum amount shall not include any additional “catch-up” contributions which may be available to participants age 50 and older.
|
(ii)
|
Amount of Excess Matching Credit
. The Excess Matching Credit shall equal the lesser of (A) 4% of the Participant's Compensation minus the sum of all Qualified Matching Contributions and Limited Matching Contributions made for the Participant during the Plan Year, or (B) the actual Elective Deferrals made by the Participant under this Plan.
|
V.
|
ACCOUNTS
|
A.
|
Accounts
. The Plan Administrator shall establish an Account for each Participant reflecting Elective Deferrals, Excess Benefit Credits, or Matching Credits made for the Participant's benefit together with any adjustments hereunder, subject to Sections V.E and IX.A. As of each Valuation Date, the Plan Administrator shall provide the Participant with a statement of his or her Account reflecting the income, gains and losses (realized and unrealized), amounts of deferrals and credits, and distributions of such Account since the prior Valuation Date.
|
B.
|
Investments
. Each Participant's Account shall be deemed invested in shares of any open-end registered investment company for which Fidelity Investments or one of its subsidiaries or affiliates (collectively “Fidelity”) serves as investment advisor or for which Fidelity is the principal underwriter, or any other investment option selected by the Plan Administrator. If any Participant or beneficiary makes an investment selection, the Employer (or in the event of the establishment of a trust hereunder, the trustee of such trust as directed by the Employer) may follow such investment selection but shall not be legally bound to do so.
|
C.
|
Payments
. Each Participant's Account shall be reduced by the amount of any payment made to or on behalf of the Participant under Article VI as of the date such payment is made.
|
D.
|
Vesting
. A Participant will at all times be 100% Vested in the portion of his or her Account attributable to Elective Deferrals and Matching Credits, as well as that portion of his or her Account that is attributable to Excess Benefit Credits attributable to the Participant's
|
Years of Service
|
|
% Vested
|
less than 1
|
|
—
|
2
|
|
25
|
3
|
|
50
|
4
|
|
75
|
5 or more
|
|
100
|
E.
|
Forfeiture of non-Vested Amounts. To the extent that any amounts credited to a Participant's Account are not Vested at the time the Account becomes distributable under the Plan, such non-Vested amounts shall be forfeited.
|
F.
|
Plan Mergers
. From time to time, other non-qualified deferred compensation plans may be merged into the Plan. All Accounts resulting from such merged plans will be 100% vested as of the date of merger. A list of merged plans, together with any special terms and conditions adopted in connection with the merger, is attached to the Plan as Exhibit “A.”
|
VI.
|
PAYMENTS
|
A.
|
Unforeseeable Financial Emergency
. A Participant who believes he or she is suffering an “Unforeseeable Financial Emergency” may apply to the Plan Administrator for a distribution under the Plan in order to alleviate such emergency. An “Unforeseeable Financial Emergency” shall mean a severe financial hardship resulting from an illness or accident of the Participant or a dependent (as defined in Section 152 of the Code without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant's property due to casualty (including the need to rebuild a home not otherwise covered by insurance), or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Except as otherwise provided herein, the purchase of a home and the payment of college tuition are not unforeseeable emergencies. Whether a Participant or dependent is faced with an unforeseeable emergency is to be determined by the Plan Administrator based on the relevant facts and circumstances of each case, but, in any case, a distribution on account of unforeseeable emergency may not be made to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant's assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under the arrangement. If the Plan Administrator determines, in its sole discretion, that a Participant qualified for a distribution due to an Unforeseeable Financial Emergency, the Employer shall be directed to pay to the Participant an amount which it determines is reasonably necessary to satisfy the emergency, not to exceed the Vested portion of the Participant's Account balance, and the Employer shall pay such amount to the Participant in a single lump sum cash payment.
|
B.
|
Timing of Distribution
. Each Participant shall specify as part of his or her deferral election under Section IV.A, the date on which the Elective Deferrals, and/or Excess Benefit Credits, and/or Matching Credits made on his or her behalf, if any, shall be distributed. The Participant may elect the timing of the payment of all vested amounts credited to his or her Account from one of the following options:
|
1.
|
the January 1 following a specified date, which must be at least two years after the Plan Year for which the Elective Deferrals, Excess Benefit Credits, and Matching Credits are made, or
|
2.
|
subject to Section VI.C below, within 90 days following termination of employment for any reason including retirement or death.
|
C.
|
Mandatory 6 Month Delay
.
Notwithstanding anything in this Article VI to the contrary, any payment made under this Plan on account of the Participant's termination of employment for any reason, except on account of death, shall commence no earlier than the first day of the seventh month following the participant's termination of employment from the Employer. In the case of installment payments under section VI.E that would have otherwise been paid during the first six months following the participant's termination of employment, the first payment will include a lump sum payment equal to any annual installment that would have been made during such 6 month delay.
|
D.
|
Beneficiary Designation
. A Participant shall designate a beneficiary who shall be entitled to receive any Vested amounts remaining in the Participant's Account after his or death. Such designation shall be made in writing on a form approved or prescribed by the Plan Administrator or submitted electronically in such form as may be approved or prescribed by the Plan Administrator, and may be changed by the Participant at any time. If there is no such designation or no designated beneficiary survives the Participant, payment shall be made to the Participant's estate.
|
1.
|
Each Participant shall specify as part of his or her deferral election under Section IV.A a form of payment of the Elective Deferrals, Excess Benefit Credits, and/or Matching Credits, made on his or her behalf, if any. The Participant may elect the form of payment of all Vested amounts credited to his or her Account from one of the following options:
|
a.
|
a single lump sum payment; or
|
b.
|
annual installments over a period elected by the Participant up to 10 years, the amount of each installment to equal the balance of his or her Account immediately prior to the installment divided by the number of installments remaining to be paid.
|
VII.
|
ADMINISTRATION
|
A.
|
Plan Administrator; Interpretation.
The Plan Administrator shall oversee the administration of the Plan. The Plan Administrator shall have complete discretionary control and authority to administer all aspects of the Plan, including without limitation the power to appoint agents and counsel, and to determine the rights and benefits and all claims, demands and actions arising out of the provisions of the Plan of any Participant, beneficiary, deceased Participant, or other person having or claiming to have any interest under the Plan, in a manner consistent with Section VII.B. The Plan Administrator shall have the exclusive discretionary power to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Plan Administrator acted arbitrarily and capriciously. Any individual serving as Plan Administrator, or on a committee acting as Plan Administrator, who is a Participant will not vote or act on any matter relating solely to himself or herself. When making a determination
|
B.
|
Claims Procedure
.
|
1.
|
In General.
If any person believes he or she is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Plan Administrator. If any such claim is wholly or partially denied, the Plan Administrator will notify such person of its decision in writing. Such notification will contain (i) specific reasons for the denial, (ii) specific reference to pertinent plan provisions, (iii) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary and (iv) information as to the steps to be taken if the person wishes to submit a request for review. Such notification will be given within 90 days after the claim is received by the Plan Administrator (or within 180 days, if special circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstances is given to such person within the initial 90 day period).
|
2.
|
Appeals.
Within 60 days after the date on which a person receives a written notice of a denied claim (or, if applicable, within 60 days after the date on which such denial is considered to have occurred) such person (or his or her duly authorized representative) may (i) file a written request with the Plan Administrator for a review of his or her denied claim and of pertinent documents and (ii) submit written issues and comments to the Plan Administrator. The Plan Administrator will notify such person of its decision in writing. Such notification will be written in a manner calculated to be understood by such person and will contain specific reasons for the decision as well as specific references to pertinent plan provisions. The decision on review will be made within 60 days after the request for review is received by the Plan Administrator (or within 120 days, if special circumstances require an extension of time for processing the request, such as an election by the Plan Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60 day period).
|
C.
|
Indemnification of Plan Administrator
. The Employer agrees to indemnify and to defend to the fullest extent permitted by law any director, officer or employee of the Employer or any affiliated company who serves as the Plan Administrator or as a member of a committee appointed to serve as Plan Administrator, or who assists the Plan Administrator in carrying out its duties as part of his or her employment (including any such individual who formerly served in any such capacity) against all liabilities, damages, costs and expenses (including attorneys' fees and amounts paid in settlement of any claims approved by the Employer) occasioned by any act or omission to act in connection with the Plan, if such act or omission is in good faith.
|
VIII.
|
AMENDMENT AND TERMINATION
|
A.
|
Amendments
. The Employer shall have the right to amend the Plan from time to time, subject to Section VIII.C, by an instrument in writing which has been executed on the Employer's behalf by an officer thereof or by vote of its Board of Directors.
|
B.
|
Termination of Plan
. This Plan is strictly a voluntary undertaking on the part of the Employer and shall not be deemed to constitute a contract between the Employer and any Eligible Employee (or any other employee) or a consideration for, or an inducement or condition of employment for, the performance of the services by any Eligible Employee (or other employee). The Employer reserves the right to terminate the Plan at any time, subject to Section VIII.C, by an instrument in writing which has been executed on said Employer's behalf by an officer thereof or by vote of its Board of Directors, provided, the Plan may not be terminated before the date on which all amounts credited to all Participant Accounts have been distributed in accordance with Article VI except as permitted under Code section 409A and Treas. Reg. section 1.409A-3(j)(ix).
|
C.
|
Existing Rights
. No amendment or termination of the Plan shall adversely affect the rights of any Participant with respect to amounts credited to his or her Account that are attributable to Elective Deferrals or Excess Benefit Credits, or Matching Credits credited prior to the date of such amendment or termination. Any termination of the Plan will cause each Participant to be 100% Vested in his or her Account, notwithstanding Section V.D. The limitations described in this Section VIII.C. shall not apply to any amendment of the Plan which is reasonably necessary, in the opinion of counsel, (i) to preserve the intended income tax consequences of the Plan or (ii) to guard against other material adverse impacts on Participants and beneficiaries, and which, in the opinion of counsel, is drafted primarily to preserve such intended consequences, or status, or to guard against such adverse impacts.
|
D.
|
Assignment
. The rights and obligations of the Employer shall inure to the benefit of and shall be binding upon its successors and assigns.
|
IX.
|
MISCELLANEOUS
|
A.
|
No Funding
. The Plan constitutes a mere promise by the Employer to make benefit payments to such Participants and beneficiaries in the future and Participants and beneficiaries shall have the status of general unsecured creditors of the Employer. Any Accounts established pursuant to the Plan shall remain the property of the Employer until distributed, and nothing in the Plan will otherwise be construed to create a trust or to obligate the Employer or any other person to segregate a fund, purchase an insurance contract, or in any other way currently to fund the future payment of any benefits hereunder, nor will anything herein be construed to give any employee or any other person rights to any specific assets of the Employer or of any other person. The Employer may, in its sole discretion, create a grantor trust to pay its obligations hereunder, but shall have no obligation to do so. In all events, it is the intent of the Employer that the Plan be treated as unfunded for tax purposes and for purposes of Title I of ERISA.
|
B.
|
Nonassignability
. None of the benefits, payments, proceeds or claims of any Participant or beneficiary shall be subject to any claim of any creditor of any Participant or beneficiary and,
|
C.
|
Limitation of Participants' Rights
. Participation in the Plan shall not give any Eligible Employee the right to be retained in the employ of the Employer or any right or interest in the Plan other than as herein provided. The Employer reserves the right to dismiss any Eligible Employee without any liability for any claim against the Employer, except to the extent provided herein.
|
D.
|
Government Regulations
. It is intended that this Plan will comply with all applicable laws and government regulations, and the Employer shall not be obligated to perform an obligation hereunder in any case where, in the opinion of the Employer's counsel, such performance would result in the violation of any law or regulation.
|
E.
|
Governing Law
. The Plan shall be construed, administered, and governed in all respects under and by the laws of the State of Georgia. If any provision shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.
|
F.
|
Headings and Subheadings
. Headings and subheadings in this Plan are inserted for convenience only and are not to be considered in the construction of the provisions hereof.
|
G.
|
Use of Electronic Media
. Notwithstanding any provision of the Plan to the contrary, the Plan and the Participants may fulfill any written notice, election, consent, disclosure, or other requirement using electronic media approved by the Plan Administrator. Electronic media includes, but is not limited to, e-mail, Internet, intranet systems, voice response, telephone, or other paperless systems, but only to the extent authorized by the Plan Administrator. Accordingly, any requirement in the Plan that a particular action be done in writing may be fulfilled electronically.
|
Plan's Name
|
Date of Merger
|
Terms and Conditions
|
Synovus Securities, Inc. Commissioned Brokers Deferred Compensation Plan
|
January 1, 2009
|
All participants were 100% vested on January 1, 2009
|
Name
|
Title
|
Base Salary
|
||
|
|
|
||
Kessel D. Stelling
|
Chairman, Chief Executive Officer and President
|
$
|
897,000
|
|
Thomas J. Prescott
|
Executive Vice President and Chief Financial Officer
|
407,000
|
|
|
Allen J. Gula, Jr.
|
Executive Vice President and Chief Operations Officer
|
405,000
|
|
|
Mark G. Holladay
|
Executive Vice President and Chief Risk Officer
|
331,000
|
|
|
Samuel F. Hatcher
|
Executive Vice President, General Counsel and Secretary
|
343,000
|
|
|
Years Ended December 31,
|
|||||||||||||
(dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||
Ratio 1 – Including Interest on Deposits
|
|
|
|
|
|
|
|
|
|
|||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|||||
(Loss) income from continuing operations before income taxes
|
31,477
|
|
|
(59,532
|
)
|
|
(849,170
|
)
|
|
(1,605,908
|
)
|
|
(660,806
|
)
|
Fixed charges
|
158,224
|
|
|
226,987
|
|
|
342,674
|
|
|
506,873
|
|
|
787,227
|
|
Total
|
189,701
|
|
|
167,455
|
|
|
(506,496
|
)
|
|
(1,099,035
|
)
|
|
126,421
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|||||
Interest on deposits
|
95,749
|
|
|
173,885
|
|
|
288,327
|
|
|
456,247
|
|
|
667,453
|
|
Interest on short-term borrowings
|
614
|
|
|
1,063
|
|
|
1,921
|
|
|
3,841
|
|
|
38,577
|
|
Interest on long-term debt
|
53,659
|
|
|
42,654
|
|
|
44,000
|
|
|
38,791
|
|
|
73,657
|
|
Portion of rents representative of the interest factor (1/3) of expense
|
8,202
|
|
|
9,385
|
|
|
8,426
|
|
|
7,994
|
|
|
7,540
|
|
Total fixed charges
|
158,224
|
|
|
226,987
|
|
|
342,674
|
|
|
506,873
|
|
|
787,227
|
|
Ratio of earnings to fixed charges
|
1.20x
|
|
|
0.74x
|
|
|
(1.48x)
|
|
|
(2.17x)
|
|
|
0.16x
|
|
Ratio 1 – Excluding Interest on Deposits
|
|
|
|
|
|
|
|
|
|
|||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|||||
(Loss) income from continuing operations before income taxes
|
31,477
|
|
|
(59,532
|
)
|
|
(849,170
|
)
|
|
(1,605,908
|
)
|
|
(660,806
|
)
|
Fixed charges
|
62,475
|
|
|
53,102
|
|
|
54,347
|
|
|
50,626
|
|
|
119,774
|
|
Total
|
93,952
|
|
|
(6,430
|
)
|
|
(794,823
|
)
|
|
(1,555,282
|
)
|
|
(541,032
|
)
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|||||
Interest on short-term borrowings
|
614
|
|
|
1,063
|
|
|
1,921
|
|
|
3,841
|
|
|
38,577
|
|
Interest on long-term debt
|
53,659
|
|
|
42,654
|
|
|
44,000
|
|
|
38,791
|
|
|
73,657
|
|
Portion of rents representative of the interest factor (1/3) of expense
|
8,202
|
|
|
9,385
|
|
|
8,426
|
|
|
7,994
|
|
|
7,540
|
|
Total fixed charges
|
62,475
|
|
|
53,102
|
|
|
54,347
|
|
|
50,626
|
|
|
119,774
|
|
Ratio of earnings to fixed charges
|
1.50x
|
|
|
(0.12x)
|
|
|
(14.62x)
|
|
|
(30.72x)
|
|
|
(4.52x)
|
|
Ownership
Percentage
|
|
Name
|
|
|
|
Place of
Incorporation
|
|||||
100
|
%
|
|
Synovus Bank
|
|
Georgia
|
||||||
|
|
100
|
%
|
Synovus Trust Company, National Association
|
|
National
|
|||||
|
|
100
|
%
|
BOP Investment Company, Inc.
|
|
Delaware
|
|||||
|
|
|
100
|
%
|
BOP Mortgage Investment Corporation
|
|
Florida
|
||||
|
|
100
|
%
|
Synovus Mortgage Corp.
|
|
Alabama
|
|||||
|
|
|
100
|
%
|
Synovus Title, LLC
|
|
Alabama
|
||||
|
|
|
|
100
|
%
|
Synovus Title II, LLC
|
|
Georgia
|
|||
|
|
100
|
%
|
Athena Service Corporation
|
|
Georgia
|
|||||
|
|
100
|
%
|
Dadeville Asset Management, LLC
|
|
Alabama
|
|||||
|
|
50
|
%
|
Sterling Place, L.L.C.
|
|
Alabama
|
|||||
|
|
100
|
%
|
W.L. Properties, Inc.
|
|
Florida
|
|||||
|
|
100
|
%
|
U.O.S. Properties, Inc.
|
|
Florida
|
|||||
|
|
40
|
%
|
Orchid, LLC
|
|
Alabama
|
|||||
|
|
100
|
%
|
The Summerton Inn, Inc.
|
|
South Carolina
|
|||||
|
|
100
|
%
|
DAL LLC
|
|
Alabama
|
|||||
|
|
100
|
%
|
KDC LLC
|
|
Alabama
|
|||||
|
|
100
|
%
|
EO Holdings, LLC
|
|
Georgia
|
|||||
|
|
100
|
%
|
VOS Holdings, LLC
|
|
Georgia
|
|||||
|
|
100
|
%
|
Lake Property Holdings, LLC
|
|
Alabama
|
|||||
|
|
100
|
%
|
BOP Properties, Inc.
|
|
Florida
|
|||||
|
|
100
|
%
|
BNG Beltline, LLC
|
|
Georgia
|
|||||
|
|
100
|
%
|
Synovus Lofts of Greenville, LLC
|
|
Georgia
|
|||||
|
|
|
99
|
%
|
Monaghan Mill, LLC
|
|
Georgia
|
||||
|
|
49.99
|
%
|
Azalea Park Partners, LLP
|
|
Virginia
|
|||||
|
|
100
|
%
|
CB&T Special Limited Partner, L.L.C.
|
|
Georgia
|
|||||
|
|
20
|
%
|
West End Redevelopment Partnership, L.P.
|
|
Georgia
|
|||||
|
|
100
|
%
|
Synovus Burger-Phillips, LLC
|
|
Alabama
|
|||||
|
|
|
99
|
%
|
Burger Phillips Building, LLC
|
|
Alabama
|
||||
|
|
30
|
%
|
Tuscaloosa Riverfront Development, LLC
|
|
Alabama
|
|||||
|
|
99
|
%
|
Pine Cone Apartments Tuscaloosa, Ltd.
|
|
Alabama
|
|||||
|
|
100
|
%
|
FCB Heritage 1901 Redevelopment LLC
|
|
Alabama
|
|||||
|
|
|
99
|
%
|
Heritage 1901 Redevelopment, LLC
|
|
Alabama
|
||||
|
|
99.99
|
%
|
CB&T Housing Fund Investor, L.L.C.
|
|
Georgia
|
|||||
|
|
|
99.99
|
%
|
Tall Pines Apartments, L.P.
|
|
Georgia
|
||||
|
|
|
99.99
|
%
|
Boston Capital Columbus Tax Credit Fund, L.P.
|
|
Massachusetts
|
||||
|
|
|
|
99.99
|
%
|
New Northgate Village Development Company, L.P.
|
|
Georgia
|
|||
|
|
|
99.99
|
%
|
CB&T State Tax Credit Fund, L.L.C.
|
|
Georgia
|
||||
|
|
|
|
100
|
%
|
Ashton Avalon, LP
|
|
Georgia
|
|||
|
|
|
|
100
|
%
|
Baker Village Apartments I, LP
|
|
Georgia
|
|||
|
|
100
|
%
|
Synovus Equity Investments, Inc.
|
|
Georgia
|
|||||
|
|
|
100
|
%
|
Synovus Special Limited Partner LLC
|
|
Georgia
|
||||
|
|
100
|
%
|
Synovus Callier Forest, LLC
|
|
Georgia
|
|||||
|
|
|
99.99
|
%
|
Callier Forest, L.P.
|
|
Massachusetts
|
||||
|
|
100
|
%
|
Synovus Union Hill, L.L.C.
|
|
Georgia
|
|
|
|
99.99
|
%
|
Union Hill Apartments, LTD
|
|
Georgia
|
||||
|
|
100
|
%
|
Synovus Pointe Apartments, L.L.C.
|
|
Georgia
|
|||||
|
|
|
99.99
|
%
|
The Point Apartments, LTD
|
|
Georgia
|
||||
|
|
100
|
%
|
Synovus South Mall Apartments, L.L.C.
|
|
Georgia
|
|||||
|
|
|
99.99
|
%
|
Summit South Mall Apartments, LP
|
|
Alabama
|
||||
|
|
100
|
%
|
Synovus Aspenwood Square, LLC
|
|
Georgia
|
|||||
|
|
|
99.99
|
%
|
Aspenwood Square Apartments, LP
|
|
Tennessee
|
||||
|
|
5.07
|
%
|
ST GA Fund I, LLC
|
|
Georgia
|
|||||
|
|
5.6
|
%
|
ST GA Fund III, LLC
|
|
Georgia
|
|||||
100
|
%
|
|
Synovus Securities, Inc.
|
|
Georgia
|
||||||
100
|
%
|
|
GLOBALT, Inc.
|
|
Georgia
|
||||||
100
|
%
|
|
Broadway Asset Management, Inc.
|
|
Georgia
|
||||||
100
|
%
|
|
Banking Corporation of Florida Capital Trust
|
|
Florida
|
||||||
100
|
%
|
|
Synovus Georgia State Tax Credit Fund, LLC
|
|
Georgia
|
||||||
|
|
77
|
%
|
JT Tax Credits, LLC
|
|
Georgia
|
|||||
49.9
|
%
|
|
TTP Fund II, L.P.
|
|
Georgia
|
||||||
27
|
%
|
|
GAA Real Estate Partners, L.P.
|
|
Georgia
|
||||||
20
|
%
|
|
Cordova Intellimedia Ventures, L.P.
|
|
Georgia
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2012
, of Synovus Financial Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
March 1, 2013
|
BY:
|
|
/s/ Kessel D. Stelling
|
|
|
|
|
Kessel D. Stelling
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the
year ended December 31, 2012
, 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;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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March 1, 2013
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BY:
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/s/ Thomas J. Prescott
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Thomas J. Prescott
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Chief Financial Officer
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Date:
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March 1, 2013
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BY:
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/s/ Kessel D. Stelling
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Kessel D. Stelling
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President and Chief Executive Officer
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Date:
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March 1, 2013
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BY:
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/s/ Thomas J. Prescott
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Thomas J. Prescott
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Chief Financial Officer
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(i)
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The compensation committee of Synovus Financial Corp. (“Synovus”) has discussed, reviewed, and evaluated with senior risk officers at least every six months during any part of the most recently completed fiscal year that was a TARP period, senior executive officer (SEO) compensation plans and employee compensation plans and the risks these plans pose to Synovus;
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(ii)
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The compensation committee of Synovus has identified and limited during any part of the most recently completed fiscal year that was a TARP period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Synovus and has identified any features of the employee compensation plans that pose risks to Synovus and has limited those features to ensure that Synovus is not unnecessarily exposed to risks;
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(iii)
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The compensation committee has reviewed at least every six months during any part of the most recently completed fiscal year that was a TARP period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Synovus to enhance the compensation of an employee and has limited any such features;
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(iv)
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The compensation committee of Synovus will certify to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;
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(v)
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The compensation committee of Synovus will provide a narrative description of how it limited during any part of the most recently completed fiscal year that was a TARP period the features in
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(A)
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SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Synovus;
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(B)
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Employee compensation plans that unnecessarily expose Synovus to risks; and
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(C)
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Employee compensation plans that could encourage the manipulation of reported earnings of Synovus to enhance the compensation of an employee;
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(vi)
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Synovus has required that bonus payments, as defined in the regulations and guidance established under section 111 of EESA (bonus payments), of the SEOs or twenty next most highly compensated employees be subject to a recovery or “clawback” provision during any part of the most recently completed fiscal year that was a TARP period if the bonus payments were based on materially inaccurate financial documents or any other materially inaccurate performance metric criteria;
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(vii)
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Synovus has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to an SEO or any of the next five most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;
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(viii)
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Synovus has limited bonus payments to is applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during any part of the most recently completed fiscal year that was a TARP period;
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(ix)
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Synovus and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA during any part of the most recently completed fiscal year that was a TARP period; and any expenses that, pursuant to the policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved;
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(x)
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Synovus will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during any part of the most recently completed fiscal year that was a TARP period;
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(xi)
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Synovus will disclose the amount, nature, and justification for the offering during any part of the most recently completed fiscal year that was a TARP period, of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee subject to the bonus payment limitations identified in paragraph (viii);
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(xii)
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Synovus will disclose whether Synovus, the board of directors of Synovus, or the compensation committee of Synovus has engaged during any part of the most recently completed fiscal year that was a TARP period, a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;
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(xiii)
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Synovus has prohibited payments of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;
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(xiv)
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Synovus has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Synovus and Treasury, including any amendments;
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(xv)
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Synovus has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and
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(i)
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The compensation committee of Synovus Financial Corp. (“Synovus”) has discussed, reviewed, and evaluated with senior risk officers at least every six months during any part of the most recently completed fiscal year that was a TARP period, senior executive officer (SEO) compensation plans and employee compensation plans and the risks these plans pose to Synovus;
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(ii)
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The compensation committee of Synovus has identified and limited during any part of the most recently completed fiscal year that was a TARP period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Synovus and has identified any features of the employee compensation plans that pose risks to Synovus and has limited those features to ensure that Synovus is not unnecessarily exposed to risks;
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(iii)
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The compensation committee has reviewed at least every six months during any part of the most recently completed fiscal year that was a TARP period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Synovus to enhance the compensation of an employee and has limited any such features;
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(iv)
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The compensation committee of Synovus will certify to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;
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(v)
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The compensation committee of Synovus will provide a narrative description of how it limited during any part of the most recently completed fiscal year that was a TARP period the features in
|
(A)
|
SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Synovus;
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(B)
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Employee compensation plans that unnecessarily expose Synovus to risks; and
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(C)
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Employee compensation plans that could encourage the manipulation of reported earnings of Synovus to enhance the compensation of an employee;
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(vi)
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Synovus has required that bonus payments, as defined in the regulations and guidance established under section 111 of EESA (bonus payments), of the SEOs or twenty next most highly compensated employees be subject to a recovery or “clawback” provision during any part of the most recently completed fiscal year that was a TARP period if the bonus payments were based on materially inaccurate financial documents or any other materially inaccurate performance metric criteria;
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(vii)
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Synovus has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to an SEO or any of the next five most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;
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(viii)
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Synovus has limited bonus payments to is applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during any part of the most recently completed fiscal year that was a TARP period;
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(ix)
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Synovus and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA during any part of the most recently completed fiscal year that was a TARP period; and any expenses that, pursuant to the policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved;
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(x)
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Synovus will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during any part of the most recently completed fiscal year that was a TARP period;
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(xi)
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Synovus will disclose the amount, nature, and justification for the offering during any part of the most recently completed fiscal year that was a TARP period, of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee subject to the bonus payment limitations identified in paragraph (viii);
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(xii)
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Synovus will disclose whether Synovus, the board of directors of Synovus, or the compensation committee of Synovus has engaged during any part of the most recently completed fiscal year that was a TARP period, a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;
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(xiii)
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Synovus has prohibited payments of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;
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(xiv)
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Synovus has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Synovus and Treasury, including any amendments;
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(xv)
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Synovus has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and
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(xvi)
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I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both.
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