UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 10-K
______________________________
Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2013
Commission file number 1-10312
______________________________
SYNOVUS FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
______________________________
Georgia | 58-1134883 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1111 Bay Avenue Suite 500, Columbus, Georgia | 31901 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (706) 649-2311
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered |
Common Stock, $1.00 Par Value Series B Participating Cumulative Preferred Stock Purchase Rights Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C | New York Stock Exchange New York Stock Exchange New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: NONE
______________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES x NO ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YES ¨ NO x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
Large accelerated filer | x | Accelerated filer | ¨ |
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x
As of June 30, 2013, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was approximately $2,483,319,017 based on the closing sale price of $2.92 reported on the New York Stock Exchange on June 28, 2013.
As of February 13, 2014, there were 972,411,548 shares of the registrant’s Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated Documents | Form 10-K Reference Locations |
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held April 23, 2014 (“Proxy Statement”) | Part III |
Table of Contents
Page | |
Index of Defined Terms | |
Item 4. Mine Safety Disclosures | |
SYNOVUS FINANCIAL CORP.
INDEX OF DEFINED TERMS
2013 Notes – Synovus' outstanding 4.875% Senior Notes due February 15, 2013
2017 Notes - Synovus' outstanding 5.125% Senior Notes due February 15, 2017
2019 Senior Notes – Synovus' outstanding 7.875% Senior Notes due February 15, 2019
ALCO – Synovus' Asset Liability Management Committee
ALL – allowance for loan losses
ARRA – American Recovery and Reinvestment Act of 2009
ASC – Accounting Standards Codification
ASU – Accounting Standards Update
AUM – assets under management
Basel III – a global regulatory framework developed by the Basel Committee on Banking Supervision
BHC – bank holding company
BSA/AML – Bank Secrecy Act/Anti-Money Laundering
BOV – broker’s opinion of value
bp – basis point (bps - basis points)
CCC – central clearing counterparty
C&D – residential construction and development loans
C&I – commercial and industrial loans
CB&T – Columbus Bank and Trust Company, a division of Synovus Bank. Synovus Bank is a wholly-owned subsidiary of Synovus Financial Corp.
CAMELS Rating System – A term defined by bank supervisory authorities, referring to Capital, Assets, Management, Earnings, Liquidity, and Sensitivity to Market Risk
CEO – Chief Executive Officer
CFO – Chief Financial Officer
CFPB – Consumer Finance Protection Bureau
CMO – Collateralized Mortgage Obligation
Code – Internal Revenue Code of 1986, as amended
Common Stock – Common Stock, par value $1.00 per share, of Synovus Financial Corp.
Company – Synovus Financial Corp. and its wholly-owned subsidiaries, except where the context requires otherwise
Covered Litigation – Certain Visa litigation for which Visa is indemnified by Visa USA members
CPP – U.S. Department of the Treasury Capital Purchase Program
CRE – Commercial Real Estate
DIF – Deposit Insurance Fund
Dodd-Frank Act – The Dodd-Frank Wall Street Reform and Consumer Protection Act
DRR – Dual Risk Rating
DTA – deferred tax asset
EBITDA – earnings before interest, depreciation and amortization
EESA – Emergency Economic Stabilization Act of 2008
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EL – expected loss
Exchange Act – Securities Exchange Act of 1934, as amended
FASB – Financial Accounting Standards Board
FDIC – Federal Deposit Insurance Corporation
Federal Reserve Bank – The 12 banks that are the operating arms of the U.S. central bank. They implement the policies of the Federal Reserve Board and also conduct economic research.
Federal Reserve Board – The 7-member Board of Governors that oversees the Federal Reserve System, establishes monetary policy (interest rates, credit, etc.), and monitors the economic health of the country. Its members are appointed by the President subject to Senate confirmation, and serve 14-year terms.
Federal Reserve System – The 12 Federal Reserve Banks, with each one serving member banks in its own district. This system, supervised by the Federal Reserve Board, has broad regulatory powers over the money supply and the credit structure.
FHLB – Federal Home Loan Bank
FICO – Fair Isaac Corporation
FIN – Financial Interpretation
FinCEN – The Treasury's financial crimes enforcement network
Financial Stability Plan – A plan established under the EESA which is intended to further stabilize financial institutions and stimulate lending across a broad range of economic sectors
FINRA – Financial Industry Regulatory Authority
FFIEC – Federal Financial Institutions Examination Council
GA DBF – Georgia Department of Banking and Finance
GAAP – Generally Accepted Accounting Principles in the United States of America
GDP – gross domestic product
Georgia Commissioner – Banking Commissioner of the State of Georgia
GSE – government sponsored enterprise
HAP – Home Affordability Program
HELOC – home equity lines of credit
IPO – Initial Public Offering
IRC – Internal Revenue Code of 1986, as amended
IRS – Internal Revenue Service
LGD – loss given default
LIBOR – London Interbank Offered Rate
LIHTC – Low Income Housing Tax Credit
LTV – loan-to-collateral value ratio
MBS – mortgage-backed securities
MOU – Memorandum of Understanding
nm – not meaningful
NOL – net operating loss
NPA – non-performing assets
NPL – non-performing loans
NSF – non-sufficient funds
NYSE – New York Stock Exchange
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OCI – other comprehensive income
OFAC – Office of Foreign Assets Control
ORE – other real estate
ORM – Operational Risk Management
OTTI – other-than-temporary impairment
Parent Company – Synovus Financial Corp.
PD – probability of default
POS – point-of-sale
RCSA – Risk Control Self-Assessment
Rights Plan – Synovus' Shareholder Rights Plan dated April 26, 2010, as amended
SAB – SEC Staff Accounting Bulletin
SEC – U.S. Securities and Exchange Commission
Securities Act – Securities Act of 1933, as amended
Series A Preferred Stock – Synovus' Fixed Rate Cumulative Perpetual Preferred Stock, Series A, without par value
Series C Preferred Stock – Synovus' Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, $25 liquidation preference
Synovus – Synovus Financial Corp.
Synovus Bank – A Georgia state-chartered bank, formerly known as Columbus Bank and Trust Company, and wholly-owned subsidiary of Synovus, through which Synovus conducts its banking operations
Synovus' 2013 Form 10-K – Synovus' Annual Report on Form 10-K for the year ended December 31, 2013
Synovus Mortgage – Synovus Mortgage Corp., a wholly-owned subsidiary of Synovus Bank
Synovus Trust Company, N. A. – a wholly-owned subsidiary of Synovus Bank
TAGP – Transaction Account Guarantee Program
TARP – Troubled Assets Relief Program
TBA – to-be-announced securities with respect to mortgage-related securities to be delivered in the future (MBSs and CMOs)
TDR – troubled debt restructuring (as defined in ASC 310-40)
Tender Offer – Offer by Synovus to purchase, for cash, all of its outstanding 2013 Notes, which commenced on February 7, 2012 and expired on March 6, 2012
the Treasury – United States Department of the Treasury
tMEDS – tangible equity units, each composed of a prepaid common stock purchase contract and a junior subordinated amortizing note
USA PATRIOT Act – Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
VIE – variable interest entity, as defined in ASC 810-10
Visa – The Visa U.S.A. Inc. card association or its affiliates, collectively
Visa Class B shares – Class B shares of Common Stock issued by Visa which are subject to restrictions with respect to sale until all of the Covered Litigation has been settled
Visa Derivative – A derivative contract with the purchaser of Visa Class B shares which provides for settlements between the purchaser and Synovus based upon a change in the ratio for conversion of Visa Class B shares into Visa Class A shares
Visa IPO – The IPO of shares of Class A Common Stock by Visa, Inc. on March 25, 2008
Warrant – Issued to the Treasury by Synovus, a warrant to purchase up to 15,510,737 shares of Synovus Common Stock at an initial per share exercise price of $9.36
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Part I
In this Report, the words “Synovus,” “the Company,” “we,” “us,” and “our” refer to Synovus Financial Corp. together with Synovus Bank and Synovus' other wholly-owned subsidiaries, except where the context requires otherwise.
FORWARD-LOOKING STATEMENTS
Certain statements made or incorporated by reference in this Report which are not statements of historical fact, including those under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Report, constitute forward-looking statements within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements include statements with respect to Synovus' beliefs, plans, objectives, goals, targets, expectations, anticipations, assumptions, estimates, intentions and future performance and involve known and unknown risks, many of which are beyond Synovus' control and which may cause Synovus' actual results, performance or achievements or the commercial banking industry or economy generally, to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.
All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements through Synovus' use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “predicts,” “could,” “should,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the outlook for Synovus' future business and financial performance and/or the performance of the commercial banking industry and economy in general. Forward-looking statements are based on the current beliefs and expectations of Synovus' management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this document. Many of these factors are beyond Synovus' ability to control or predict. These factors include, but are not limited to:
(1) | the risk that competition in the financial services industry may adversely affect our future earnings and growth; |
(2) | the risk that we may not realize the expected benefits from our efficiency and growth initiatives, which will negatively affect our future profitability; |
(3) | the risk that we may be required to make substantial expenditures to keep pace with the rapid technological changes in the financial services market; |
(4) | the risk that our enterprise risk management framework may not identify or address risks adequately, which may result in unexpected losses; |
(5) | the risk that our allowance for loan losses may prove to be inadequate or may be negatively affected by credit risk exposures; |
(6) | the risk that any future economic downturn could have a material adverse effect on our capital, financial condition, results of operations and future growth; |
(7) | the risk that we could realize additional losses if our levels of non-performing assets increase and/or if we determine to sell certain non-performing assets and the proceeds we receive are lower than the carrying value of such assets; |
(8) | 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; |
(9) | the risk that if we pursue acquisitions in the future as part of our growth strategy, we may not be able to complete such acquisitions or successfully integrate bank or nonbank acquisitions into our existing operations; |
(10) | 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; |
(11) | 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; |
(12) | the impact on our financial results, reputation, and business if we are unable to comply with all applicable federal and state regulations, board resolutions adopted at the request of our regulators, or other supervisory actions or directives and any necessary capital initiatives; |
(13) | 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;
(14) | 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 |
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position;
(15) | 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; |
(16) | the impact on our borrowing costs, capital costs and our liquidity due to our status as a non-investment grade issuer; |
(17) | restrictions or limitations on access to funds from historical and alternative sources of liquidity could adversely affect our overall liquidity, which could restrict our ability to make payments on our obligations and our ability to support asset growth and sustain our operations and the operations of Synovus Bank; |
(18) | the risk that we may be unable to pay dividends on our Common Stock or Series C Preferred Stock; |
(19) | the risk that for our deferred tax assets, 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. |
(20) | 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; |
(21) | 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; |
(22) | the costs and effects of litigation, investigations, inquiries or similar matters, or adverse facts and developments related thereto; |
(23) | risks related to the fluctuation in our stock price; |
(24) | the effects of any damages to Synovus' reputation resulting from developments related to any of the items identified above; and |
(25) | other factors and other information contained in this Report and in other reports and filings that we make with the SEC under the Exchange Act, including, without limitation, those found in "Part I - Item 1A.- Risk Factors" of this Report. |
For a discussion of these and other risks that may cause actual results to differ from expectations, refer to “Part I - Item 1A. Risk Factors” and other information contained in this Report and our other periodic filings, including quarterly reports on Form 10-Q and current reports on Form 8-K, that we file from time to time with the SEC. All written or oral forward-looking statements that are made by or are attributable to Synovus are expressly qualified by this cautionary notice. You should not place undue reliance on any forward-looking statements since those statements speak only as of the date on which the statements are made. Synovus undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of new information or unanticipated events, except as may otherwise be required by law.
ITEM 1. BUSINESS
Overview
General
Synovus Financial Corp. is a financial services company and a registered bank holding company headquartered in Columbus, Georgia. We provide integrated financial services including commercial and retail banking, financial management, insurance and mortgage services to our customers through 28 locally-branded banking divisions of our wholly-owned subsidiary bank, Synovus Bank, and other offices in Georgia, Alabama, South Carolina, Florida and Tennessee.
Our relationship-driven community banking model is built on creating long-term relationships with our customers. This relationship banking approach allows our bankers to serve their customers' individual needs and demonstrates our commitment to the communities in which we operate. We believe that these factors position us to take advantage of future growth opportunities in our existing markets.
We were incorporated under the laws of the State of Georgia in 1972. Our principal executive offices are located at 1111 Bay Avenue, Suite 500, Columbus, Georgia 31901 and our telephone number at that address is (706) 649-2311. Our Common Stock is traded on the New York Stock Exchange under the symbol “SNV.”
2013 Business Highlights
During 2013, Synovus achieved significant accomplishments as we continued to recover from a challenging economy, the most significant of which was the redemption of our TARP obligations. Our key achievements during 2013 include the following:
• | TARP redemption - We redeemed our obligations under TARP on July 26, 2013. Over two-thirds of the TARP redemption was funded by internally available funds, with the balance of the redemption funded by net proceeds of a $185 million Common Stock offering and $130 million Series C Preferred Stock offering. |
• | Continued profitability - We reported net income for the years ended December 31, 2013 and December 31, 2012 of $118.6 million and $771.5 million, respectively. Results for the year ended December 31, 2012 include an income tax |
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benefit of $798.7 million which was primarily due to the reversal of the deferred tax asset valuation allowance. Pre-tax earnings were $252.6 million for the year ended December 31, 2013 compared to pre-tax earnings of $31.5 million for the year ended December 31, 2012. Total credit costs declined significantly during 2013 and drove the pre-tax earnings improvement for the year.
• | Loan growth - Reported loans grew by $516.1 million or 2.6% from a year ago. Excluding the impact of transfers to loans held for sale, charge-offs, and foreclosures, net loan growth was $862.3 million during 2013, compared to net loan growth of $588.8 million in 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 broad-based improvement in credit quality - We continued to improve our credit quality metrics. Non-performing assets declined $163.4 million, or 23.2%, from December 31, 2012. Our NPA ratio was 2.67% as of December 31, 2013 compared to 3.57% a year ago. Additionally, credit costs declined by 72.7% to $118.0 million and the net charge-off ratio declined to 0.69% compared to 2.45% in 2012. |
• | Continued focus on expense control - We continued to lower expenses. Total reported non-interest expenses for 2013 decreased $74.7 million, or 9.2% from 2012 non-interest expenses of $816.2 million. Adjusted non-interest expense declined $21.8 million, or 3.1% from 2012. This reduction follows a $25.1 million reduction in adjusted non-interest expense for 2012 and a $95.3 million reduction for 2011. See “Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures” in our 2013 Annual Report for further information. |
In addition to these steps to improve operating and financial performance, Synovus continued its emphasis on improving the customer experience for retail and commercial customers. In January 2014, Synovus received 20 national Customer Service Excellence Awards from the 2013 Greenwich Associates Excellence in Middle Market and Small Business Banking program, including recognition in the categories of overall satisfaction, likelihood to recommend, relationship manager performance, personal banking branch satisfaction and customer service.
Management believes that these accomplishments provide momentum for long-term, sustained profitability and growth in 2014 and future periods.
Additional information relating to our business and our subsidiaries, including a detailed description of our operating results and financial condition for 2013, 2012 and 2011, our loan portfolio (by loan type and geography), our credit quality metrics and our deposits is contained below and under "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Report.
Banking Operations
Synovus conducts its banking operations through Synovus Bank. Synovus Bank is a Georgia state-chartered bank. Synovus Bank operates through 28 locally-branded bank divisions throughout Alabama, Florida, Georgia, South Carolina and Tennessee. Synovus Bank offers commercial banking services and retail banking services. Our commercial banking services include cash management, asset management, capital markets services, institutional trust services and commercial, financial and real estate loans. Our retail banking services include accepting customary types of demand and savings deposits accounts; mortgage, installment and other retail loans; investment and brokerage services; safe deposit services; automated banking services; automated fund transfers; Internet based banking services; and bank credit card services, including MasterCard and Visa services.
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As of December 31, 2013, Synovus Bank operated under the following 29 locally-branded bank divisions in the following states:
Table 1 – Bank Divisions | State(s) | |
CB&T Bank of East Alabama | Alabama | |
Community Bank & Trust of Southeast Alabama | Alabama | |
The Bank of Tuscaloosa | Alabama | |
Sterling Bank | Alabama | |
First Commercial Bank of Huntsville | Alabama | |
First Commercial Bank | Alabama | |
The First Bank of Jasper | Alabama | |
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 | |
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 | |
Effective January 17, 2014, we sold all four of our Trust One division branches, reducing our number of bank divisions to 28 and our number of branches to 277.
The following chart reflects the distribution of our branch locations as of December 31, 2013, in each of the states in which we conduct banking operations:
Table 2 – Bank Branch Locations | Branches | ||
Georgia | 129 | ||
Alabama | 43 | ||
South Carolina | 42 | ||
Florida | 49 | ||
Tennessee | 18 | ||
Total | 281 | ||
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Major Non-bank Subsidiaries
In addition to our banking operations, we also provide various other financial services to our customers through the following direct and indirect wholly-owned non-bank subsidiaries:
• | Synovus Securities, Inc., headquartered in Columbus, Georgia, which specializes in professional portfolio management for fixed-income securities, investment banking, the execution of securities transactions as a broker/dealer, asset management and financial planning services, and the provision of individual investment advice on equity and other securities; |
• | Synovus Trust Company, N.A., headquartered in Columbus, Georgia, which provides trust services; and |
• | Synovus Mortgage Corp., headquartered in Birmingham, Alabama, which offers mortgage services. |
Business Development
Synovus has traditionally focused on a strategy that includes expanding and diversifying its franchise in terms of revenues, profitability and asset size while maintaining a community banking, relationship-based approach to banking. This strategy has encompassed both organic growth and acquisitions of complementary banks and financial services businesses. During the 1990's and through 2006, Synovus' growth resulted largely from acquisitions of smaller community banks. As a result of the economic crisis that began in 2008, Synovus has refocused its efforts on initiatives to increase revenue through organic growth, lower its cost structure, reduce its concentration of CRE loans, strengthen its balance sheet and capital position and aggressively reduce non-performing assets.
Lending Activities
Overview
The primary goal of Synovus' lending function is to help clients achieve their financial goals by providing quality loan products that are fair to the client and profitable to Synovus. Management believes that this purpose can best be accomplished by building strong, profitable client relationships over time and maintaining a strong presence and position of influence in the communities Synovus serves. Synovus strives to serve all of its customers with the highest levels of courtesy, respect, gratitude and fairness and deliver its services with unparalleled expertise, efficiency, responsiveness and accuracy. This relationship-based approach to banking enables Synovus' bankers to develop a deep knowledge of Synovus' customers and the markets in which they operate. Synovus has processes to ensure consistency of its lending processes across all of its banking divisions, to maintain strong underwriting criteria to evaluate new loans and loan renewals, and to diversify its loan portfolio in terms of type, industry and geographical concentration. Synovus believes that these measures better position Synovus to meet the credit needs of businesses and consumers in the markets it serves while pursuing a balanced strategy of loan profitability, loan growth and loan quality.
Synovus conducts the majority of its lending activities within the framework of its relationship-based approach to banking, built on creating long-term relationships with its customers. The following tables summarize Synovus' loan portfolio by type and by state at December 31, 2013 and 2012.
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Table 3 – Loans by Type | 2013 | 2012 | ||||||||||||
(dollars in thousands) | Total Loans* | % | Total Loans* | % | ||||||||||
Investment properties | $ | 4,566,679 | 22.8 | % | $ | 4,416,481 | 22.6 | % | ||||||
1-4 family properties | 1,163,253 | 5.8 | 1,286,042 | 6.6 | ||||||||||
Land acquisition | 707,820 | 3.5 | 795,341 | 4.0 | ||||||||||
Total commercial real estate | 6,437,752 | 32.1 | 6,497,864 | 33.2 | ||||||||||
Commercial, financial, and agricultural | 5,498,739 | 27.4 | 5,291,078 | 27.1 | ||||||||||
Owner-occupied | 3,814,720 | 19.0 | 3,762,024 | 19.2 | ||||||||||
Small business | 687,216 | 3.4 | 516,349 | 2.6 | ||||||||||
Total commercial and industrial | 10,000,675 | 49.8 | 9,569,451 | 48.9 | ||||||||||
Home equity lines | 1,587,541 | 7.9 | 1,542,397 | 7.9 | ||||||||||
Consumer mortgages | 1,519,068 | 7.5 | 1,411,561 | 7.2 | ||||||||||
Credit cards | 256,846 | 1.3 | 263,561 | 1.4 | ||||||||||
Other retail loans | 284,778 | 1.4 | 277,229 | 1.4 | ||||||||||
Total retail | 3,648,233 | 18.1 | 3,494,748 | 17.9 | ||||||||||
Deferred fees and costs, net | (28,862 | ) | nm | (20,373 | ) | nm | ||||||||
Total loans, net of deferred fees and costs | $ | 20,057,798 | 100.0 | % | $ | 19,541,690 | 100.0 | % | ||||||
*Loan balance in each category is before net deferred fees and costs and is expressed as a percentage of total loans, net of deferred fees and costs.
nm = not meaningful
Table 4 – Loans by State | 2013 | 2012 | ||||||||||||
(dollars in thousands) | Total Loans* | As a % of Total Loan Portfolio | Total Loans* | As a % of Total Loan Portfolio | ||||||||||
Georgia | $ | 9,937,125 | 49.5 | % | $ | 10,027,153 | 51.3 | % | ||||||
Atlanta | 3,655,809 | 18.2 | 3,443,572 | 17.6 | ||||||||||
Florida | 2,878,704 | 14.4 | 2,716,149 | 13.9 | ||||||||||
South Carolina | 2,816,932 | 14.0 | 2,660,020 | 13.6 | ||||||||||
Tennessee | 996,758 | 5.0 | 1,026,065 | 5.3 | ||||||||||
Alabama | 3,428,279 | 17.1 | 3,112,303 | 15.9 | ||||||||||
Consolidated | $ | 20,057,798 | 100.0 | % | $ | 19,541,690 | 100.0 | % | ||||||
*Loan balance in each category is before net deferred fees and costs and is expressed as a percentage of total loans, net of deferred fees and costs.
The following discussion describes the underwriting procedures of Synovus’ lending function and presents the principal types of lending conducted by Synovus. The results of Synovus’ lending activities and the relative risk of Synovus’ loan portfolio are discussed in “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report.
Underwriting Approach
Recognizing that its loan portfolio is the primary source of revenue, Synovus' management believes that proper and consistent loan underwriting throughout Synovus' banking divisions is critical to Synovus' long-term financial success. Synovus' underwriting approach is designed to effectively govern the degree of assumed risk and ensure that its credit relationships conform to Synovus' overall risk philosophy. Synovus' underwriting standards address collateral requirements; guarantor requirements (including policies on financial statements, tax returns, and limited guarantees); requirements regarding appraisals and their review; loan approval hierarchy; standard consumer and small business credit scoring underwriting criteria (including credit score thresholds, maximum maturity and amortization, loan-to-value limits, global debt service coverage, and debt to income limits); commercial real estate and C&I underwriting guidelines (including minimum debt service coverage ratio, maximum amortization, minimum equity requirements, maximum loan-to-value ratios); lending limits; and credit approval authorities. Additionally, Synovus utilizes an enhanced loan concentration policy to limit and manage its exposure to certain loan concentrations, including commercial real estate. The enhanced loan concentration policy provides a more detailed program for portfolio risk management and reporting including limits on commercial real estate loans as a percentage of risk-based capital (in the aggregate and by loan type), large
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borrower concentration limits and monitoring, as well as portfolio mix monitoring. Synovus' underwriting process is structured to require oversight that is proportional to the size and complexity of the lending relationship.
Synovus utilizes a tiered credit approval process requiring all loans to be approved by concurring bank officers. Larger loans are approved by more senior bank officers as well as an independent senior credit officer, with the largest loans requiring approval of Synovus Bank's Credit Committee, which is comprised of the Chief Credit Officer, the Chief Banking Officer, the Chief Commercial Banking Officer, and other key executives of Synovus Bank. The centralized underwriting policy and philosophy also provides a structured, conservative approach to lending. For instance, loan-to-value limits on certain credits are lower than regulatory requirements, large borrower concentration limits are explicit, and bank division lending limits are lower than before the credit crisis. Furthermore, Synovus has established across all of its banking divisions more stringent underwriting requirements on certain types of commercial real estate lending, including loans for the purpose of financing shopping centers and hotels.
Commercial and Industrial (C&I) Loan Portfolio
The C&I loan portfolio represents the largest category of Synovus' total loan portfolio. Synovus' C&I loan portfolio is currently concentrated on small to middle market commercial and industrial lending disbursed throughout a diverse group of industries in the Southeast, including health care, finance and insurance, manufacturing, construction, real estate leasing and retail trade. The portfolio is relationship focused and, as a result, Synovus' lenders have in-depth knowledge of the borrowers, most of which have guaranty arrangements. C&I loans are primarily originated through Synovus' local market banking divisions and made to commercial customers primarily to finance capital expenditures, including real property, plant and equipment, or as a source of working capital. At December 31, 2013, 38.1% of Synovus' total C&I loans represented loans for the purpose of financing owner-occupied properties. The primary source of repayment on these C&I loans is revenue generated from products or services offered by the borrower's business. The secondary source of repayment on these C&I loans is the real estate securing such loans. In accordance with Synovus' uniform lending policy, each loan undergoes a detailed underwriting process, which incorporates the uniform underwriting approach, procedures and evaluations described above. Approximately 92% of Synovus' C&I loans are secured by real estate, business equipment, inventory, and other types of collateral. Total C&I loans at December 31, 2013 were $10.00 billion, or 49.8%, of the total loan portfolio.
C&I lending is a key component of Synovus' growth and diversification strategy. Synovus has actively invested in additional expertise, product offerings, and product quality to provide its commercial and industrial clients with increased and enhanced product offerings and customer service. Complementing this investment in C&I growth, Synovus' management continues to focus on streamlining and enhancing Synovus' existing product lines, especially for traditional retail, small business and professional services customers.
The Corporate Banking Group provides lending solutions to larger corporate clients and includes specialty units such as syndications, senior housing, and equipment finance. These units partner with Synovus' local bankers to build relationships across the five-state footprint, as well as the southeastern and southwestern United States. To date, loan syndications consist primarily of loans where Synovus is participating in the credit (versus being the lead bank). Senior housing loans are typically extended to borrowers in the assisted living or skilled nursing facilities sectors. The Corporate Banking Group also originates loans and participates in loans to well-capitalized public companies and larger private companies that operate in the five-state footprint as well as other states in the Southeast. The Equipment Financing Group was formed in 2013 and is expected to drive revenue growth with small, middle, and large commercial banking customers. The formation of this group further strengthens the equipment financing line of business and signals Synovus' continued commitment to offer a broad range of expertise, products, and services to commercial customers.
Commercial Real Estate Loan Portfolio
Synovus' commercial real estate loans consist of investment property loans, residential construction and development loans, land acquisition loans, and 1-4 family perm/mini-perm loans. As is the case with Synovus' C&I loans, the commercial real estate loans are primarily originated through Synovus Bank's local market banking divisions. Total commercial real estate loans as of December 31, 2013 were $6.44 billion, or 32.1%, of the total loan portfolio.
Investment Property Loans
Synovus' investment property loans are primarily made to finance multi-family properties, hotels, office buildings, shopping centers, warehouses and other commercial development properties. Synovus' investment property portfolio is well diversified with no concentration by property type, geography (other than the fact that most of these loans are in Synovus' primary market areas of Georgia, Alabama, Tennessee, South Carolina, and Florida) or tenants. These loans are generally recourse in nature with short-term maturities (3 years or less), allowing for restructuring opportunities which reduces Synovus' overall risk exposure. The investment property loans are primarily secured by the property being financed by the loans; however, they may also be secured by real estate or other assets beyond the property being financed. Investment property loans are subject to the same uniform lending policies and procedures described above, although such loans have historically been underwritten with stressed interest rates and
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vacancies. All investment property loans of $1 million or more are reviewed semi-annually to more closely monitor the performance of the portfolio. Total investment property loans as of December 31, 2013 were $4.57 billion, or 22.8%, of the total portfolio.
Residential Construction and Development and Land Acquisition Loans
The residential construction and development loans and land acquisition loans are almost always secured by the underlying property being financed by such loans. These properties are primarily located in the markets served by Synovus. These loans are generally subject to the same uniform lending policies and procedures described above. Land acquisition loans have a maximum loan-to-value limit which is aligned with regulatory requirements. Synovus has maintained the maximum loan-to-value limit for residential construction and development loans to levels more stringent than the current regulatory guidelines. At December 31, 2013, these loans were $1.03 billion, or 16.1%, of the total commercial real estate loan portfolio, compared to $1.22 billion or 18.7% of the total commercial real estate portfolio at December 31, 2012.
1-4 Family Perm/Mini-Perm Loans
1-4 family perm/mini-perm loans are almost always secured by the underlying property being financed by such loans. These properties are primarily located in the markets served by Synovus. These loans are subject to the same uniform lending policies and procedures described above. Additionally, underwriting standards for these types of loans include stricter approval requirements as well as more stringent underwriting standards than current regulatory guidelines. At December 31, 2013, these loans totaled $836.3 million, or 13.0% of the total commercial real estate portfolio.
Retail Loan Portfolio
Synovus' retail loan portfolio consists of a wide variety of loan products offered through its banking network, including residential mortgages, home equity lines, credit card loans, and other retail loans. These various types of secured and unsecured retail loans are marketed to qualifying existing clients and to other creditworthy candidates in Synovus' market area. The majority of Synovus' retail loans are consumer mortgages secured by first and second liens on residential real estate primarily located in the markets served by Synovus in Georgia, Florida, South Carolina, Alabama, and Tennessee. Total retail loans as of December 31, 2013 were $3.65 billion, or 18.1%, of the total loan portfolio.
In accordance with Synovus' lending policy, each loan undergoes a detailed underwriting process which incorporates uniform underwriting standards and oversight that is proportional to the size and complexity of the lending relationship. Retail loans are subject to the same uniform lending policies referenced above and consist primarily of loans with strong borrower credit scores (weighted average FICO scores within the retail residential real estate portfolio were 768 and 757 (HELOC), respectively, and 720 and 735 (Consumer Mortgages), respectively, at December 31, 2013 and 2012), conservative debt-to-income ratios (average HELOC debt-to-income ratio of 28.6% and 27.1%, respectively, at December 31, 2013 and 2012), utilization rates (total amount outstanding as a percentage of total available lines) of approximately 61.3% and 61.7%, respectively, at December 31, 2013 and 2012, and loan-to-value ratios based upon prudent guidelines to ensure consistency with Synovus' overall risk philosophy. Apart from credit card loans and unsecured loans, Synovus does not originate loans with LTV ratios greater than 100% at origination except for infrequent situations provided that certain underwriting requirements are met. Additionally, at origination, loan maturities are determined based on the borrower's ability to repay (cash flow or earning power of the borrower that represents the primary source of repayment) and the collateralization of the loan, including the economic life of the asset being pledged. Collateral securing these loans provides a secondary source of repayment in that the collateral may be liquidated. Synovus determines the need for collateral on a case-by-case basis. Factors considered include the purpose of the loan, current and prospective credit-worthiness of the customer, terms of the loan, and economic conditions.
Mortgage Banking
Synovus originated residential mortgage loans with originations totaling $1.15 billion in 2013. Synovus offers various types of fixed-rate and adjustable-rate loans for the purpose of purchasing, refinancing or constructing residential properties. The majority of the originated loans are conforming mortgage loans for owner-occupied properties. Conforming loans are loans that are underwritten in accordance with the underwriting standards set forth by government sponsored entities such as the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation. These loans are generally collateralized by one-to-four-family residential real estate properties and are made to borrowers in good credit standing.
The majority of mortgage loans originated by Synovus are sold to third-party purchasers on a servicing released basis, without recourse, or continuing involvement. Each purchaser of our mortgage loans has specific guidelines and criteria for sellers of loans, and the risk of credit loss with regard to the principal amount of the loans sold is generally transferred to the purchasers upon sale. While the loans are sold without recourse, the purchase agreements require Synovus to make certain representations and warranties regarding the existence and sufficiency of file documentation and the absence of fraud by borrowers or other third parties such as appraisers in connection with obtaining the loan. If it is determined that the loans sold were in breach of these representations or warranties, Synovus has obligations to either repurchase the loan for the unpaid principal balance and related investor fees or make the purchaser whole for the economic benefits of the loan. To date, Synovus has experienced minimal repurchase activity in its
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consumer mortgage lending operations. Additionally, foreclosure activity in the home equity and consumer mortgage loan portfolios has been low.
See “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Mortgage Banking” and "Part I - Item 1A. Risk Factors - We may be required to repurchase mortgage loans or indemnify mortgage loan purchasers as a result of breaches of representations and warranties, borrower fraud, or certain borrower defaults, which could harm our liquidity, results of operations and financial condition." of this Report for a more detailed discussion of Synovus' obligations with respect to the mortgage loans it sells to third-party purchasers and Synovus' mortgage loan foreclosure practices and risks related to our mortgage loan operations.
Other Loans Held for Sale Portfolio
With the exception of certain first lien residential mortgage loans, Synovus originates loans with the intent to hold those loans for the foreseeable future. Loans or pools of distressed loans are transferred to the other loans held for sale portfolio when management makes the decision to sell specifically identified loans. The value of the loans or pools of loans is primarily determined by analyzing the underlying collateral of the loan and the anticipated market prices of similar assets less estimated costs to sell. At the time of transfer, if the fair value less selling costs is less than the carrying amount of the specific loans, with such difference generally being attributable to declines in credit quality, the shortfall is recorded as a charge-off against the allowance for loan losses. At December 31, 2013 the carrying value of other loans held for sale was $10.7 million.
Credit Quality
Synovus continuously monitors credit quality and maintains an allowance for loan losses that management believes is sufficient to absorb probable and estimable losses inherent in the loan portfolio. Synovus continues to address problem assets and reduce future exposures through its asset disposition strategy, which centers around the disposition of distressed assets, as a proactive measure in managing the loan portfolio and overall credit quality and concentrations. Net charge-offs recorded during the three years ended December 31, 2013 related to asset dispositions were approximately $475 million. For a more detailed discussion of Synovus' credit quality, see “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Credit Quality” of this Report for further information.
Monitoring of Collateral
Synovus' loan portfolio and the collateral securing such loans is predominately located in a five state market consisting of Georgia, Florida, South Carolina, Alabama, and Tennessee. C&I loans represent 49.8% of the total loan portfolio at December 31, 2013. These loans are predominately secured by owner-occupied and other real estate. Other types of collateral securing these loans consist primarily of marketable equipment, marketable inventory, accounts receivable, equity and debt securities, and time deposits. Total commercial real estate loans represent 32.1% of the total loan portfolio at December 31, 2013. These loans are primarily secured by commercial real estate, including 1-4 family properties, land, and investment properties. The collateral generally consists of the property being financed by the loans; however, collateral may also include real estate or other assets beyond the property being financed. Retail loans at December 31, 2013 totaled $3.65 billion, or 18.1%, of the total loan portfolio. Of this amount, $3.11 billion consists of consumer mortgages secured by first and second liens on residential real estate. Credit card loans represent $256.8 million of this amount and these loans are generally unsecured. Other retail loans represent $284.8 million of this amount, and they are primarily secured by collateral consisting of marketable securities, automobiles, time deposits, and cash surrender value of life insurance.
Synovus follows a risk-based approach as it relates to the credit monitoring processes for its loan portfolio. Synovus updates the fair value of the real estate collateral securing collateral-dependent impaired loans each calendar quarter, with appraisals usually received on a periodic basis from an independent, unaffiliated certified or licensed appraiser. Management also considers other factors or recent developments, such as selling costs and anticipated sales values considering management's plans for disposition, which could result in adjustments to the collateral value estimates indicated in the appraisals. Synovus updates the value of collateral that is in the form of accounts receivable, inventory, equipment, and cash surrender value of life insurance policies at least annually and the value of collateral that is in the form of marketable securities and brokerage accounts at least quarterly.
It is the Company's policy to obtain, on a periodic basis, an updated appraisal from an independent, unaffiliated certified or licensed appraiser for loan relationships of $1 million and over when at least one of the loans in the relationship is on non-accrual status. For relationships under $1 million, while independent appraisals are not mandated by the Company's policies, management will obtain such appraisals when considered prudent. For credits that are not on impaired status, Synovus generally obtains an unaffiliated third-party appraisal of the value of the real estate collateral prior to each loan renewal. Additionally, if conditions warrant (e.g., loans that are not considered impaired but exhibit a higher or potentially higher risk), Synovus engages an unaffiliated appraiser to reappraise the value of the collateral on a more frequent basis. Examples of circumstances that could warrant a new appraisal on an existing performing credit include instances in which local market conditions where the real estate collateral is located have deteriorated, the collateral has experienced damage (fire, wind damage, etc.), the lease or sell-out of the collateral has not met the original projections, and the net operating income of the collateral has declined. In circumstances where the
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collateral is no longer considered sufficient, Synovus seeks to obtain additional collateral. Examples of adjustments made quarterly to appraised values include broker's commission, unpaid real estate taxes, attorney's fees, other estimated costs to dispose of the property, known damage to the property, known declines in the net operating income of the property or rent rolls, as well as third-party market data.
Loan Guarantees
In addition to collateral, Synovus generally requires a guarantee from all principals on all commercial real estate and commercial and industrial lending relationships. Specifically, Synovus generally obtains unlimited guarantees from any entity (e.g., individual, corporation, or partnership) that owns or controls 50 percent or more of the borrowing entity. Limited guarantees on a pro rata basis are generally required for all 20 percent or more owners.
Synovus evaluates the financial ability of a guarantor through an evaluation of the guarantor’s current financial statements, income tax returns for the two most recent years, as well as financial information regarding a guarantor’s business or related interests. In addition, to validate the support that a guarantor provides relating to a commercial real estate loan, Synovus analyzes both substantial assets owned by the guarantor to ensure that the guarantor has the necessary ownership interest and control over these assets to convert to cash, and the global cash flow of the guarantor. For loans that are not considered impaired, the allowance for loan losses is determined based on the risk rating of each loan. The risk rating incorporates a number of factors, including guarantors. If a loan is impaired, with certain limited exceptions, a guarantee is not considered in determining the amount to be charged-off.
With certain limited exceptions, Synovus seeks performance under guarantees in the event of a borrower’s default. However, due to the recent economic conditions, and based on the fact that a majority of Synovus’ distressed credits are commercial real estate credits, Synovus’ success in recovering amounts due under guarantees has been limited.
Unsecured Loans
At December 31, 2013, Synovus had unsecured loans totaling $805.4 million, which represents approximately 5% of total loans. This segment of our portfolio includes $256.8 million in credit card loans and approximately $548 million in commercial loans to borrowers that are primarily in the manufacturing, insurance, financial services, utilities, and religious organization sectors.
Provision for Loan Losses and Allowance for Loan Losses
Despite credit standards, effective operation of internal controls, and a continuous loan review process, the inherent risk in the lending process results in periodic charge-offs. The provision for loan losses is the charge to operating earnings necessary to maintain an adequate allowance for loan losses. Through the provision for loan losses, Synovus maintains an allowance for losses on loans that management believes is adequate to absorb probable losses inherent within the loan portfolio. However, future additions to the allowance may be necessary based on changes in economic conditions, as well as changes in assumptions regarding a borrower's ability to pay and/or collateral values. In addition, various regulatory agencies, as an integral part of their examination procedures, periodically review Synovus Bank's allowance for loan losses. Based on their judgments about information available to them at the time of their examination, such agencies may require Synovus Bank to recognize additions to its allowance for loan losses.
The allowance for loan losses is a significant estimate and is regularly evaluated by Synovus for accuracy and consistency between the changes in the allowance for loan losses with the credit trends and credit events in the loan portfolio. The allowance for loan losses is determined based on an analysis which assesses the inherent risk for probable losses within the loan portfolio. Significant judgments and estimates are necessary in the determination of the allowance for loan losses. Significant judgments include, among others, loan risk ratings and classifications, the determination and measurement of impaired loans, the timing of loan charge-offs, the probability of loan defaults, the net loss exposure in event of loan defaults, qualitative loss factors, management's plans, if any, for disposition of certain loans as well as other qualitative considerations.
See “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Credit Quality” of this Report for further information.
Non-performing Assets and Past Due Loans
Non-performing assets consist of loans classified as non-accrual, impaired loans held for sale and real estate acquired through foreclosure. Synovus' management continuously monitors non-performing and past due loans to prevent further deterioration regarding the condition of these loans. In order to reduce non-performing asset levels, Synovus has aggressively disposed of non-performing assets over the last several years. While Synovus still has an elevated level of non-performing assets, Synovus' total non-performing assets of $539.6 million at December 31, 2013 declined $740.7 million or 57.9% since 2010.
See “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Credit Quality” of this Report for further information.
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Investment Activities
Our investment securities portfolio consists principally of debt securities classified as available for sale. Investment securities available for sale provide Synovus with a source of liquidity and a relatively stable source of income. The investment securities portfolio also provides management with a tool to balance the interest rate risk of its loan and deposit portfolios.
Our investment strategy focuses on the use of the investment securities portfolio to generate interest income and to assist in the management of interest rate risk. Synovus also utilizes a significant portion of its investment portfolio to secure certain deposits and other liabilities requiring collateralization. At December 31, 2013, $2.38 billion of these investment securities were pledged as required collateral for certain deposits, securities sold under repurchase agreements, and payment network arrangements. As such, the investment securities are primarily mortgage-backed securities issued by U.S. government agencies and U.S. GSEs, both of which have a high degree of liquidity and limited credit risk. A mortgage-backed security depends on the underlying pool of mortgage loans to provide a cash flow pass-through of principal and interest. At December 31, 2013, all of the collateralized mortgage obligations and mortgage-backed pass-through securities held by Synovus were issued or backed by federal agencies or GSEs.
Funding Activities
Liquidity represents the extent to which Synovus has readily available sources of funding to meet the needs of depositors, borrowers, and creditors, to support asset growth, and to otherwise sustain operations of Synovus and its subsidiary, Synovus Bank, at a reasonable cost, on a timely basis, and without adverse consequences. Deposits represent the largest source of funds for lending and investing activities. Scheduled payments, as well as prepayments, from our loan and investment portfolios also provide a stable source of funds. Additional funding sources which provide liquidity include FHLB advances, brokered deposits and other short-term borrowed funds, as well as through equity and debt issued through the capital markets, including our recent public offerings. Synovus' ALCO, operating under liquidity and funding policies approved by the Board of Directors, actively analyzes contractual and anticipated cash flows in order to properly manage Synovus' liquidity position. Following is a brief description of the various sources of funds used by Synovus. For further discussion relating to Synovus' funding sources, see “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Deposits,” “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity” and "Part II - Item 8. Financial Statements and Supplementary Data - Note 12 - Long-term Debt and Short-term Borrowings" of this Report.
Deposits
Deposits provide the most significant funding source for Synovus' interest earning assets and remain a strength of Synovus' business. Deposits are attracted principally from clients within Synovus' retail branch network through the offering of a broad array of deposit products to individuals and businesses, including non-interest bearing demand deposit accounts, interest-bearing demand deposit accounts, savings accounts, money market deposit accounts, and time deposit accounts. Synovus also utilizes brokered deposits as a funding source in addition to deposits attracted through its retail branch network. Terms vary among deposit products with respect to commitment periods, minimum balances, and applicable fees. Interest paid on deposits represents the largest component of Synovus' interest expense. Interest rates offered on interest-bearing deposits are determined based on a number of factors, including, but not limited to, (1) interest rates offered in local markets by competitors, (2) current and expected economic conditions, (3) anticipated future interest rates, (4) the expected amount and timing of funding needs, and (5) the availability and cost of alternative funding sources. Client deposits are attractive sources of funding because of their stability and relative cost. Deposits are regarded as an important part of the overall client relationship and provide opportunities to cross-sell other Synovus services.
See “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Deposits” of this Report for further information.
Borrowed Funds and Non-Deposit Liquidity
Synovus' ability to borrow funds from non-deposit sources provides additional flexibility in meeting the liquidity needs of Synovus. Synovus generates non-deposit liquidity through scheduled payments and prepayments of loans and investment securities and access to sources of funds other than deposits. Synovus Bank has the capacity to access funding through its membership in the FHLB. At December 31, 2013, Synovus Bank had access to incremental funding, subject to available collateral and FHLB credit policies, through utilization of FHLB advances.
In addition to bank level liquidity management, Synovus must manage liquidity at the Parent Company level for various needs including potential capital infusions into subsidiaries, the servicing of debt, and the payment of dividends on our Common Stock and Series C Preferred Stock. The primary source of liquidity for Synovus has historically consisted of dividends from its subsidiaries, including Synovus Bank, which is governed by certain rules and regulations of the GA DBF and the FDIC.
Synovus received $680.0 million in dividends from Synovus Bank in 2013 but did not receive any dividends from Synovus Bank during 2012 and 2011. Synovus' ability to receive dividends from Synovus Bank in future periods will depend on a number
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of factors, including, without limitation, Synovus Bank's future profits, asset quality, liquidity and overall condition. In addition, under a resolution adopted by its Board, Synovus Bank is currently prohibited from paying any cash dividends to the Parent Company without regulatory approval, and GA DBF rules and related statutes contain additional restrictions on payments of dividends by Synovus Bank. See "Part I - Item 1. Business - Supervision, Regulatory and Other Factors - Dividends" and "Part I - Item 1A. Risk Factors - We may be unable to pay dividends on our Common Stock and Preferred Stock" of this Report for further information.
Synovus has applied for regulatory approval to allow Synovus Bank to pay dividends during 2014. If Synovus does not receive dividends from Synovus Bank in 2014, its liquidity could be adversely affected. In addition to dividends from Synovus Bank, we have historically had access to a number of alternative sources of liquidity, including the capital markets, but there is no assurance that we will be able to obtain such liquidity on terms that are favorable to us, or at all. If our access to these traditional and alternative sources of liquidity is diminished or only available on unfavorable terms, then our overall liquidity and financial condition could be adversely affected. See “Part I - Item 1A. Risk Factors - “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, may adversely affect our capital resources, liquidity and financial results.” and “Our status as a non-investment grade issuer could increase the cost of our funding from the capital markets and impact our liquidity.” and “Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity” of this Report for further information.
Enterprise Risk Management
As a financial services organization, Synovus accepts a certain degree of risk with each business decision it makes. Risk management does not eliminate risk, but seeks to achieve an appropriate balance between risk and return, which is critical to optimizing shareholder value. Understanding our risks and managing them appropriately can enhance our ability to make better decisions, deliver on objectives, and improve performance. A risk management framework has been established within Synovus, which begins with the Board of Directors, working primarily with the Risk Committee of the Board. The Risk Committee fulfills the overarching oversight role for the risk management process, including approval of risk tolerance levels and risk policies and limits, monitoring key and emerging risks and reviewing risk assessments. The Chief Risk Officer reports to the Chief Executive Officer and provides overall vision, direction and leadership regarding our enterprise risk management framework.
The risk management framework includes an Executive Risk Committee, chaired by the Chief Risk Officer, that consists of all Synovus' corporate executive officers and the Senior Director of Enterprise Risk. The committee meets regularly to monitor Synovus' key and emerging risks and ensures that these risks are effectively managed, assesses capital relative to the Company's risk appetite, and oversees new and modified products and services. Senior management risk committees oversee the various risk types within the Company as shown below and provide minutes of activities and decisions to the Board of Directors. These committees are responsible for ensuring effective risk measurement and management in their respective areas of authority. The Chief Risk Officer is an active member of each of these management risk committees.
• | 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 |
Management believes that Synovus' primary risk exposures are operational, regulatory compliance, credit, liquidity, and strategic risk. Operational risk arises from the potential that inadequate information systems, operational problems, inadequate or failed internal controls, human error, fraud or external events will result in unexpected losses. Compliance risk arises from nonconformance with laws, rules, and regulations that apply to the financial services industry and exposes the Company to monetary penalties, enforcement actions, or other sanctions. Credit risk is risk of loss arising from our borrowers' or counterparties' inability to meet the financial terms of any contract with the Company, or other failure to perform as agreed. Liquidity risk arises from an inability of the Company to meet current or future obligations when they come due without incurring unacceptable losses. Strategic risk arises from threats to long-term growth and strategic direction such as the ability to meet competitive challenges, attract and retain customers, keep pace with technological changes, and develop new products and services.
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ALCO
ALCO monitors Synovus' economic, competitive, and regulatory environment and is responsible for measuring, monitoring, and reporting on liquidity and funding risk, interest rate risk, and market risk and has the authority to create policies relative to these risks. ALCO, operating under liquidity and funding policies approved by the Board of Directors, actively analyzes contractual and anticipated cash flows in order to properly manage Synovus' liquidity position. Operating under interest rate risk policies approved by the Board of Directors, ALCO analyzes the interest rate sensitivity of Synovus and develops and implements strategies to improve balance sheet structure and interest rate risk positioning. See “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity” and “Item 7A. Qualitative and Quantitative Disclosures about Market Risk” in this Report for further information.
Credit Risk
The Company has established a credit risk management process with policies, controls and regular Board and management oversight. Credit risk management is guided by centralized credit policies that provide for a consistent and prudent approach to underwriting and approvals of credits. The Credit Risk Committee, chaired by the Chief Credit Officer, monitors credit management reports, establishes lending policies, limits, and guidance to better manage the loan function, and provides strategies to manage the level of credit risk in the loan portfolio. The Credit Risk Committee oversees risk grade accuracy, credit servicing requirements, and loan concentration levels and manages risk in the execution of loan growth strategies.
The Regional Credit function reports to the Chief Credit Officer, providing independence from the line of business. Regional Credit manages credit activities within each region, underwriting borrowing relationships over certain dollar thresholds, managing small business accounts, jointly approving loans for amounts greater than the banking division's lending authority, and ensuring that loan administration processes for each banking division are sound and appropriate.
Synovus has established the ALL Oversight Council to review and approve the adequacy of the allowance and ALL methodology. The ALL Oversight Council includes the Chief Risk Officer, Chief Credit Officer, Chief Financial Officer, Chief Accounting Officer, the Senior Director of Enterprise Risk Management, and the Senior Director of Loan Review. The Council meets at least on a quarterly basis. The allowance adequacy and the ALL methodology are reviewed by the Audit Committee of the Board of Directors on at least a quarterly basis. The Model Risk Management department reviews the ALL methodology on an annual basis and prior to implementation of model changes.
Synovus maintains a centralized Retail Lending Center, reporting to the Chief Community Banking Officer where Consumer loans are centrally processed, scored, and analyzed. This structure enhances the control environment, drives efficiencies, and provides a more consistent overall customer experience.
Compliance Risk
Compliance laws, rules and standards generally cover matters such as observing proper standards of market conduct, managing conflicts of interest, treating customers fairly, and ensuring the suitability of customer advice. They also include basic prudential banking requirements and specific areas such as the prevention of money laundering and terrorist financing.
The Regulatory Compliance Risk Committee was formed to assist the Board and management in overseeing the management of overall compliance risk, development and implementation of policy, and ensuring that compliance issues are resolved effectively and expeditiously. The Committee is made up of senior management from the business lines, risk management, legal, human resources, and compliance functions and specifically provides oversight for the Corporate Compliance Policy and Programs, including UDAAP, Fair Lending, and BSA/AML Policy and Programs and compliance examination exceptions throughout the Company. Written policies contain the principles to be followed by management and staff of the banking divisions, subsidiaries and business lines throughout the Company and explain and direct the processes by which risks are identified and managed. The individual policies guide the Company's compliance functions and provide for monitoring, training, and risk assessments.
Operational Risk
Synovus aims to minimize and mitigate unexpected loss through a proactive and structured approach to operational risk management. The Operational Risk Committee is responsible for providing oversight of the operational risk function to ensure there are effective processes to assess, monitor and mitigate operational risk. Additionally, the Operational Risk Committee is the approval vehicle for the ORM Framework. Specific responsibilities include (1) providing a forum for addressing operational issues that require coordination and/or cooperation of multiple operational groups; (2) the identification and prioritization of operational risk initiatives; (3) the review of significant operational risk exposures and their conformance to Synovus' stated operational risk objectives; (4) assembling ad hoc committees to address key areas of operational risk identified by the committee and (5) annually reviewing the risk metrics for ongoing pertinence to the risk management framework.
Business Units and Support Functions are accountable for ensuring that the Operational Risk Management Policy is properly communicated and understood within their respective organizational units. Business Units are also responsible for identifying and
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reporting operational risk trends that require resolution, participating in risk assessments, responding to changes in risk metrics and to implement corrective actions and new risk solutions (policies, technology, process change, personnel).
ORM has developed an array of program tools to assist business units in effectively managing operational risk. The program tools will ensure standardized implementation of the ORM Framework across the enterprise. ORM Program tools include Risk Control Self-Assessment (RCSA), Issue Tracking, Loss Data Management and Incident Response.
Strategic Risk
The Strategic Risk Committee is charged with identifying key strategic risks which might threaten the strategic direction and/or long-term viability of Synovus, bringing those risks to the attention of the appropriate Synovus decision-making body, and ensuring Synovus puts in place activities designed to address those risks. This committee is made up of all members of executive management, who look beyond their functional areas of responsibility and take a holistic view of the organization and the environment in which it operates.
Competition
The financial services industry is highly competitive and could become more competitive as a result of recent and ongoing legislative, regulatory and technological changes, and continued consolidation and economic turmoil within the financial services industry. The ability of nonbanking financial institutions to provide services previously limited to commercial banks also has intensified competition. Our bank subsidiary and wholly-owned non-bank subsidiaries compete actively with national and state banks, savings and loan associations and credit unions and other nonbank financial institutions, including securities brokers and dealers, investment advisory firms, mortgage companies, insurance companies, trust companies, finance companies, leasing companies, mortgage companies and certain governmental agencies, all of which actively engage in marketing various types of loans, deposit accounts and other financial services. These competitors have been successful in developing products that are in direct competition with or are alternatives to the banking services offered by traditional banking institutions. Our ability to deliver strong financial performance will depend in part on our ability to expand the scope of, and effectively deliver, products and services, which will allow us to meet the changing needs of our customers. However, we often compete with much larger national and regional banks that have more resources than we do to deliver new products and services and introduce new technology to enhance the customer experience. See "Part I - Item IA. Risk Factors -"Competition in the financial services industry may adversely affect our future earnings and growth."
As of December 31, 2013, we were the second largest bank holding company headquartered in Georgia, based on assets. Customers for financial services are generally influenced by convenience, quality of service, personal contacts, price of services and availability of products. Although our market share varies in different markets, we believe that our community-focused relationship banking approach enables us to compete effectively with other banks and thrifts in their relevant market areas.
Employees
As of December 31, 2013, Synovus had 4,696 employees compared to 4,963 employees at December 31, 2012.
Supervision, Regulation and Other Factors
Like all bank holding companies and financial holding companies, we are regulated extensively under federal and state law. In addition, Synovus Bank and certain of our non-bank subsidiaries are subject to regulation under federal and state law. The following discussion sets forth some of the elements of the bank regulatory framework applicable to us and certain of our subsidiaries. The regulatory framework is intended primarily for the protection of depositors and the Deposit Insurance Fund and not for the protection of security holders and creditors. To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions.
General
Bank holding companies and financial holding companies are subject to supervision and regulation by the Board of Governors of the Federal Reserve System under the Bank Holding Company Act. In addition, the GA DBF regulates holding companies that own Georgia-charted banks under the bank holding company laws of the State of Georgia. Synovus Bank, which is not a member of the Federal Reserve System, is subject to primary regulation and examination by the Federal Deposit Insurance Corporation, which we refer to as the FDIC, and by its state banking regulator, the GA DBF. Numerous other federal and state laws, as well as regulations promulgated by the Federal Reserve Board, the state banking regulator and the FDIC govern almost all aspects of the operations of Synovus Bank. Synovus Trust Company, a subsidiary of Synovus Bank that provides trust services, is organized as a national bank and thus is subject to regulation and supervision by the Office of the Comptroller of the Currency. Various federal and state bodies regulate and supervise our non-bank subsidiaries including our brokerage, investment advisory, insurance agency and processing operations. These include, but are not limited to, the SEC, the Financial Industry Regulatory Authority, federal and state banking regulators and various state regulators of insurance and brokerage activities.
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In addition, the Dodd-Frank Act, which is discussed in greater detail below, established the CFPB, a new federal agency with broad authority to regulate the offering and provision of consumer financial products. Rulemaking authority for a range of consumer financial protection laws (such as the Truth in Lending Act, the Electronic Funds Transfer Act and the Real Estate Settlement Procedures Act) transferred from the prudential regulators to the CFPB on July 21, 2011. The CFPB has the authority to supervise and examine depository institutions with more than $10 billion in assets for compliance with these federal consumer laws. The authority to supervise and examine depository institutions with $10 billion or less in assets for compliance with federal consumer laws remained largely with those institutions' primary regulators. However, the CFPB may participate in examinations of these smaller institutions on a “sampling basis” and may refer potential enforcement actions against such institutions to their primary regulators. The CFPB also has regulatory and examination authority over certain nonbank institutions that offer consumer financial products. The Dodd-Frank Act identifies a number of covered nonbank financial institutions, and also authorizes the CFPB to identify additional institutions that will be subject to its jurisdiction.
Permitted Activities
Under the Bank Holding Company Act, a bank holding company is generally permitted to engage in, or acquire direct or indirect control of more than 5 percent of the voting shares of, any company engaged in the following activities:
• | banking or managing or controlling banks; |
•furnishing services to or performing services for our subsidiaries; and
•any activity that the Federal Reserve Board determines to be so closely related to banking as to be a proper incident to
the business of banking, including:
•factoring accounts receivable;
•making, acquiring, brokering or servicing loans and usual related activities;
•leasing personal or real property;
•operating a non-bank depository institution, such as a savings association;
•performing trust company functions;
•providing financial and investment advisory activities;
•conducting discount securities brokerage activities;
•underwriting and dealing in government obligations and money market instruments;
•providing specified management consulting and counseling activities;
•performing selected data processing services and support services;
•acting as agent or broker in selling credit life insurance and other types of insurance in connection with credit
transaction;
•performing selected insurance underwriting activities;
•providing certain community development activities (such as making investments in projects designed primarily to
promote community welfare); and
•issuing and selling money orders and similar consumer-type payment instruments.
The Federal Reserve Board has the authority to order a bank holding company or its subsidiaries to terminate any of these activities or to terminate its ownership or control of any subsidiary when it has reasonable cause to believe that the bank holding company's continued ownership, activity or control constitutes a serious risk to the financial safety, soundness or stability of it or any of its bank subsidiaries.
Under the Bank Holding Company Act, a bank holding company may file an election with the Federal Reserve Board to be treated as a financial holding company and engage in an expanded list of financial activities. The election must be accompanied by a certification that the company's insured depository institution subsidiary is “well capitalized” and “well managed.” Additionally, the Community Reinvestment Act of 1977 rating of the bank holding company's subsidiary bank(s) must be satisfactory or better. We have made such an election and are treated as a financial holding company. As such, we may engage in activities that are financial in nature or incidental or complementary to financial activities, including insurance underwriting, securities underwriting and dealing, and making merchant banking investments in commercial and financial companies. If our banking subsidiary ceases to be “well capitalized” or “well managed” under applicable regulatory standards, the Federal Reserve Board may, among other things, place limitations on our ability to conduct these broader financial activities or, if the deficiencies persist, require us to divest the banking subsidiary. In addition, if our banking subsidiary receives a rating of less than satisfactory under the Community Reinvestment Act, we would be prohibited from engaging in any additional activities other than those permissible for bank holding companies that are not financial holding companies. If, after becoming a financial holding company and undertaking activities not permissible for a bank holding company, the company fails to continue to meet any of the prerequisites
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for financial holding company status, including those described above, the company must enter into an agreement with the Federal Reserve Board to comply with all applicable capital and management requirements. If the company does not return to compliance within 180 days, the Federal Reserve may order the company to divest its subsidiary bank or the company may discontinue or divest investments in companies engaged in, activities permissible only for a bank holding company that has elected to be treated as a financial holding company.
Actions by Federal and State Regulators
Like all bank and financial holding companies, we are regulated extensively under federal and state law. Under federal and state laws and regulations pertaining to the safety and soundness of insured depository institutions, state banking regulators, the Federal Reserve, and separately the FDIC as the insurer of bank deposits, have the authority to compel or restrict certain actions on our part if they determine that we have insufficient capital or other resources, or are otherwise operating in a manner that may be deemed to be inconsistent with safe and sound banking practices. Under this authority, our bank regulators can require us to enter into informal or formal supervisory agreements, including board resolutions, MOUs, written agreements and consent or cease and desist orders, pursuant to which we would be required to take identified corrective actions to address cited concerns and to refrain from taking certain actions.
In addition, as disclosed in 2009, we were previously subject to an MOU with the Federal Reserve Bank of Atlanta and the Georgia Commissioner, and Synovus Bank was also previously subject to an MOU with the Georgia Commissioner and the FDIC. These MOUs were put in place as a result of losses that we had incurred during the economic downturn and due to our high level of credit losses and non-performing assets incurred. Pursuant to these MOUs we agreed to implement plans that were intended to, among other things, minimize credit losses and reduce the amount of our distressed assets, limit and manage our concentrations in commercial loans, improve our credit risk management and related policies and procedures, address liquidity management and current and future capital requirements, strengthen enterprise risk management practices, and provide for succession planning for key corporate and regional management positions and our board of directors. Both MOUs were terminated in the second quarter of 2013 and replaced with resolutions adopted by our Board of Directors and Synovus Bank’s Board of Directors. These board resolutions relate to, among other things, continued emphasis on improving asset quality and maintaining strong levels of capital and liquidity.
If we become subject to and are unable to comply with the terms of any future regulatory actions or directives, supervisory agreements, or orders, then we could become subject to additional, heightened supervisory actions and orders, possibly including consent orders, prompt corrective action restrictions and/or other regulatory actions, including prohibitions on the payment of dividends on our Common Stock and Preferred Stock. If our regulators were to take such additional supervisory actions, then we could, among other things, become subject to significant restrictions on our ability to develop any new business, as well as restrictions on our existing business, and we could be required to raise additional capital, dispose of certain assets and liabilities within a prescribed period of time, or both. The terms of any such supervisory action could have a material negative effect on our business, reputation, operating flexibility, financial condition, and the value of our Common Stock and Preferred Stock. See “Part I - Item 1A. Risk Factors - We may become subject to supervisory actions and enhanced regulation that could have a material negative effect on our business, reputation, operating flexibility, financial condition and the value of our Common Stock and Preferred Stock.” of this Report.
Change in Control
Subject to certain exceptions, the Bank Holding Company Act and the Change in Bank Control Act, together with regulations promulgated there under, require Federal Reserve Board approval prior to any person or company acquiring “control” of a bank or bank holding company. Control is conclusively presumed to exist if an individual or company acquires 25 percent or more of any class of voting securities, and rebuttably presumed to exist if a person acquires 10 percent or more, but less than 25 percent, of any class of voting securities and either the company has registered securities under Section 12 of the Exchange Act or no other person owns a greater percentage of that class of voting securities immediately after the transaction. In certain cases, a company may also be presumed to have control under the Bank Holding Company Act if it acquires 5 percent or more of any class of voting securities. Our Common Stock is registered under Section 12 of the Exchange Act.
On September 22, 2008, the Federal Reserve Board issued a policy statement on minority equity investments in banks and bank holding companies, that permits investors to (1) acquire up to 33 percent of the total equity of a target bank or bank holding company, subject to certain conditions, including (but not limited to) that the investing firm does not acquire 15 percent or more of any class of voting securities, and (2) designate at least one director, without triggering the various regulatory requirements associated with control.
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Standards for Safety and Soundness
The Federal Deposit Insurance Act requires the federal bank regulatory agencies to prescribe, by regulation or guideline, operational and managerial standards for all insured depository institutions relating to: (1) internal controls; (2) information systems and audit systems; (3) loan documentation; (4) credit underwriting; (5) interest rate risk exposure; and (6) asset quality. The agencies also must prescribe standards for asset quality, earnings, and stock valuation, as well as standards for compensation, fees and benefits. The federal banking agencies have adopted regulations and Interagency Guidelines Prescribing Standards for Safety and Soundness to implement these required standards. These guidelines set forth the safety and soundness standards used to identify and address problems at insured depository institutions before capital becomes impaired. Under the regulations, if a regulator determines that a bank fails to meet any standards prescribed by the guidelines, the regulator may require the bank to submit an acceptable plan to achieve compliance, consistent with deadlines for the submission and review of such safety and soundness compliance plans.
Dividends
Synovus is a legal entity separate and distinct from its subsidiaries. Under the laws of the State of Georgia, we, as a business corporation, may declare and pay dividends in cash or property unless the payment or declaration would be contrary to restrictions contained in our Articles of Incorporation, or unless, after payment of the dividend, we would not be able to pay our debts when they become due in the usual course of our business or our total assets would be less than the sum of our total liabilities. In addition, we are also subject to federal regulatory capital requirements that effectively limit the amount of cash dividends, if any that we may pay.
Under the Federal Reserve Board guidance reissued on February 24, 2009, the Federal Reserve may restrict our ability to pay dividends on any class of capital stock or any other Tier 1 capital instrument if we are not deemed to have a strong capital position. In addition, we may have to reduce or eliminate dividends if:
• | our net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; |
•our prospective rate of earnings retention is not consistent with the holding company's capital needs and overall current
and prospective financial condition; or
•we will not meet, or are in danger of not meeting, the minimum regulatory capital adequacy ratios.
On November 17, 2010, the Federal Reserve Board issued further guidance noting, among other things, that bank holding companies should consult with the Federal Reserve before taking any actions that could result in a diminished capital bases, including increasing dividends.
As a result of the board resolutions that are described above and in “Item A. Risk Factors - We may become subject to supervisory actions and enhanced regulation that could have a material negative effect on our business, reputation, operating flexibility, financial condition and the value of our Common Stock and Preferred Stock.” in this Report, we are required to inform and consult with applicable regulatory agencies in advance of declaring or paying any future dividends on our capital stock, including our Common Stock and Series C Preferred Stock, with the understanding that those regulatory agencies could decide at any time that paying any dividends could be an unsafe or unsound banking practice. The Federal Reserve Board has indicated that bank holding companies should carefully review their dividend policy and has in some cases discouraged payment unless both asset quality and capital are very strong. In addition, pursuant to the terms of the Synovus Bank board resolutions that are described above, Synovus Bank cannot pay any cash dividends without the approval of the FDIC and the Georgia Commissioner. Additionally, we are subject to contractual restrictions that limit our ability to pay dividends if there is an event of default under such contract.
The primary sources of funds for our payment of dividends to our shareholders are cash on hand and dividends from Synovus Bank and our non-bank subsidiaries. Various federal and state statutory provisions and regulations limit the amount of dividends that Synovus Bank and our non-banking subsidiaries may pay. Synovus Bank is a Georgia bank. Under the regulations of the GA DBF, a Georgia bank must have approval of the GA DBF to pay cash dividends if, at the time of such payment:
• | the ratio of Tier 1 capital to adjusted total assets is less than 6 percent; |
•the aggregate amount of dividends to be declared or anticipated to be declared during the current calendar year exceeds
50 percent of its net after-tax profits for the previous calendar year; or
•its total classified assets in its most recent regulatory examination exceeded 80 percent of its Tier 1 capital plus its
allowance for loan losses, as reflected in the examination.
In addition, the Georgia Financial Institutions Code contains restrictions on the ability of a Georgia bank to pay dividends other than from retained earnings without the approval of the GA DBF.
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The Federal Deposit Insurance Corporation Improvement Act generally prohibits a depository institution from making any capital distribution, including payment of a dividend, or paying any management fee to its holding company if the institution would thereafter be undercapitalized. In addition, federal banking regulations applicable to us and our bank subsidiary, which were recently revised, require minimum levels of capital that limit the amounts available for payment of dividends. In addition, many regulators have a policy, but not a requirement, that a dividend payment should not exceed net income to date in the current year. Finally, new “stress testing requirements” established by the Dodd-Frank Act, which are described below in “Our Capital Requirements,” may impact the ability of some banks and bank holding companies to pay dividends.
See “Part II - Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities - Dividends” and “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Parent Company” of this Report for further information.
Capital
We are required to comply with the capital adequacy standards established by the Federal Reserve Board and our bank subsidiary must comply with similar capital adequacy standards established by the FDIC. As a financial holding company, we and Synovus Bank are required to maintain capital levels required for a well capitalized institution, as defined in “Prompt Corrective Action” below. As a result of new regulations that banking regulators recently issued, we will be required to begin complying with higher minimum capital requirements as of January 1, 2015.
Our Capital Requirements
The Federal Reserve Board has issued guidelines pursuant to which it assesses the adequacy of capital in examining and supervising a bank holding company or financial holding company and in analyzing applications to it under the Bank Holding Company Act. These guidelines include quantitative measures that assign risk weightings to assets and off-balance sheet items and that define and set minimum regulatory capital requirements. However, this regulatory capital framework has recently changed in important respects as a result of new rules (“Basel III Capital Rules” or “Revised Rules”) implementing the Dodd-Frank Act and a separate, international regulatory capital initiative known as “Basel III”.
Among other things, the Basel III Capital Rules raise the minimum thresholds for required capital and revise certain aspects of the definitions and elements of the capital that can be used to satisfy these required minimum thresholds. While the rules became effective on January 1, 2014 for certain large banking organizations, most U.S. banking organizations, including Synovus and Synovus Bank, have until January 1, 2015 to begin complying with this new framework.
The current capital guidelines require all bank holding companies to maintain Tier 1 Capital of at least 4 percent of risk-weighted assets and off-balance sheet items, Total Capital (the sum of Tier 1 Capital and Tier 2 Capital) of at least 8 percent of risk-weighted assets and off-balance sheet items and Tier 1 Capital of at least 4 percent of adjusted quarterly average assets. Under this framework, Tier 1 Capital consists principally of shareholders' equity less any amounts of disallowed deferred tax assets, goodwill, other intangible assets, non-financial equity investments, and other items that are required to be deducted by the Federal Reserve Board. Tier 2 Capital consists principally of perpetual and trust preferred stock that is not eligible to be included as Tier 1 Capital, term subordinated debt, intermediate-term preferred stock and, subject to limitations, general allowances for loan and lease losses.
The Basel III Capital Rules make substantial changes to this existing framework. Among other things, the Revised Rules (1) introduce a new capital measure called “Common Equity Tier 1” (“CET1”), (2) specify that Tier 1 Capital consist of CET1 and “Additional Tier 1 Capital” instruments meeting certain requirements, (3) define CET1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (4) expand the scope of the deductions/adjustments from capital as compared to existing regulations that apply to Synovus and other banking organizations. Further, the Revised Rules set forth the following minimum capital ratios, which will be phased in for certain banking organizations, including Synovus, beginning January 1, 2015:
• | 4.5 percent CET1 to risk-weighted assets. |
• | 6.0 percent Tier 1 Capital to risk-weighted assets. |
• | 8.0 percent Total Capital to risk-weighted assets. |
• | 4.0 percent Tier 1 leverage ratio to average consolidated assets. |
The Revised Rules provide for a number of deductions from and adjustments to CET1, which include the requirement that mortgage servicing rights, deferred tax assets arising from temporary differences that could not be realized through net operating loss carrybacks and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1.
The Basel III Capital Rules also introduce a minimum “capital conservation buffer” equal to 2.5% of an organization’s total risk-weighted assets, which exists in addition to the required minimum CET1, Tier 1, and Total Capital ratios identified above.
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The “capital conservation buffer,” which must consist entirely of CET1, is designed to absorb losses during periods of economic stress. Thus, when the capital conservation buffer is fully phased in on January 1, 2019, the Revised Rules will require us to maintain: (1) a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus the 2.5% capital conservation buffer, effectively resulting in a minimum ratio of CET1 to risk-weighted assets of at least 7%, (2) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer, effectively resulting in a minimum Tier 1 capital ratio of 8.5%, (3) a minimum ratio of Total capital (that is, Tier 1 plus Tier 2) to risk-weighted assets of at least 8.0%, plus the capital conservation buffer, effectively resulting in a minimum total capital ratio of 10.5% and (4) a minimum leverage ratio of 4%, calculated as the ratio of Tier 1 capital to average assets.
Under the Revised Rules, for most banking organizations, including Synovus, the most common form of Additional Tier 1 capital will be non-cumulative perpetual preferred stock, such as our recently issued Series C Preferred Stock, and the most common form of Tier 2 capital will be subordinated notes and a portion of the allocation for loan losses, in each case, subject to certain specific requirements set forth in the regulation.
Under current capital standards, the effects of accumulated other comprehensive income items included in shareholders’ equity under U.S. GAAP are excluded for the purposes of determining regulatory capital ratios. Under the Revised Rules, the effects of certain accumulated other comprehensive items are not excluded. However, the Revised Rules permit most banking organizations, including us and Synovus Bank, to make a one-time permanent election to continue to exclude these items, which must be made when we and Synovus Bank file the first of certain periodic regulatory reports after January 1, 2015. Synovus and Synovus Bank plan to make the permanent election to exclude accumulated other comprehensive income from regulatory capital by selecting the "opt-out" election on the March 31, 2015 Call Report and FR Y-9C; thus, Synovus and Synovus Bank will retain the same accumulated other comprehensive income treatment as today.
Under the Revised Rules, certain hybrid securities, such as trust preferred securities, do not qualify as Tier 1 capital. However for bank holding companies that had assets of less than $15 billion as of December 31, 2009, trust preferred securities issued prior to May 19, 2010 can be treated as Tier 1 capital to the extent that they do not exceed 25% of Tier 1 capital after the application of capital deductions and adjustments.
Under existing rules, assets are adjusted under the risk-based guidelines to take into account different risk characteristics. Average assets for this purpose do not include disallowed deferred tax assets, goodwill and any other intangible assets and investments that the Federal Reserve Board determines should be deducted from Tier 1 Capital. The Revised Rules change risk weights for certain assets and off-balance sheet exposures that will result in higher risk weights for a variety of asset categories, including a 150% risk weight (instead of a 100% risk weight) for certain high volatility commercial real estate acquisition, development and construction loans.
Implementation of the deductions and other adjustments to CET1 will begin on January 1, 2015 and will be phased-in over a three-year period until fully phased-in on January 1, 2018. The implementation of the capital conservation buffer will begin on January 1, 2016 at the 0.625% level and be phased in over a three-year period until it reaches 2.5% on January 1, 2019.
As discussed below, the new rule also revises the Prompt Corrective Action framework to correspond to these new minimum capital thresholds.
As of December 31, 2013, our Tier 1 common equity is in excess of the minimum common equity and additional conservation buffer stipulated by these newly proposed requirements. As of December 31, 2013, our Tier 1 common equity ratio is 9.93% and based on management's interpretation of the regulation, Synovus' estimated Tier 1 common equity ratio under Basel III as of December 31, 2013 is 9.72%, which is in compliance with the capital requirements. See reconciliation of "Non-GAAP Financial Measures" in this Report.
Regardless, complying with these new capital requirements will likely affect our operations as we implement this new capital framework.
We are also subject to new “stress testing” requirements that are designed to require banking organizations to assess the potential impact of different scenarios on their earnings, losses, and capital over a set time period, with consideration given to certain relevant factors, including the organization's condition, risks, exposures, strategies, and activities. Specifically, on October 9, 2012, regulators issued final rules implementing provisions of the Dodd-Frank Act that require banking organizations with total consolidated assets of more than $10 billion but less than $50 billion to conduct annual company-run stress tests, report the results to their primary federal regulator and the Federal Reserve Board, and publish a summary of the results. Among other things, these rules establish stress test methodologies, set forth the form of the report that must be submitted, and require publication of a summary of results. Under the rules, stress tests must be conducted using certain scenarios (baseline, adverse and severely adverse), which the Board will publish by November 15 of each year. These new rules require a banking organization with between $10 and $50 billion in assets to conduct its first stress test using financial statement data as of September 30, 2013 and, to report the results by March 31, 2014. In addition, the rules will require such organizations to begin publicly disclosing a summary of certain
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stress test results (i.e., results under the “severely adverse” scenario) in 2015 with respect to the stress test conducted in the fall of 2014.
In addition, on May 14, 2012, the banking agencies issued guidance on stress testing for banking organizations with more than $10 billion in total consolidated assets, which outlines four “high-level” principles for stress testing practices that should be a part of a banking organization's stress-testing framework. Regulators have stated that they expect banking organizations subject to the guidance to comply with these principles when conducting stress testing in accordance with the Dodd-Frank Act requirements, discussed above. The guidance calls for a banking organization’s stress testing framework to (1) include activities and exercises that are tailored to and sufficiently capture the banking organization's exposures, activities and risks; (2) employ multiple conceptually sound stress testing activities and approaches; (3) be forward-looking and flexible; and (4) be clear, actionable, well-supported, and used in the decision-making process.
See "Part I - Item 1A. Risk Factors - If economic conditions worsen or regulatory capital rules are modified, we may be required to undertake additional strategic initiatives to improve our capital position" of this Report.
Synovus Bank's Capital Requirements
To be well-capitalized under the existing Prompt Corrective Action rules, Synovus Bank must generally maintain a Total Capital (the sum of Tier 1 Capital and Tier 2 Capital) ratio of 10 percent or greater, a Tier 1 Capital ratio of 6 percent or greater, and a leverage ratio of 5 percent or greater. For the purposes of these tests, Tier 1 Capital consists principally of shareholder's equity less any amounts of disallowed deferred tax assets, goodwill and certain core deposit intangibles. Tier 2 Capital consists of non-qualifying preferred stock, certain types of debt and the eligible portion of the allowance for loan losses.
In measuring the adequacy of capital, assets are weighted for risk at rates that generally range from zero percent to 100 percent. Certain assets, such as most cash instruments and U.S. Treasury securities, have a zero risk weighting. Others, such as certain commercial and consumer loans, have a 100 percent risk weighting. Risk weightings are also assigned for off-balance sheet items such as unfunded loan commitments. The various items are multiplied by the appropriate risk-weighting to determine risk-adjusted assets for the capital calculations. For the leverage ratio mentioned above, assets are not risk-weighted.
Capital Ratios
Certain regulatory capital ratios for Synovus and Synovus Bank as of December 31, 2013 are shown in the following table.
Table 5 – Capital Ratios as of December 31, 2013 | |||||||||||
Regulatory Minimums | Regulatory Minimums to be Well-Capitalized | Synovus | Synovus Bank | ||||||||
Tier 1 capital ratio | 4.0 | % | 6.0 | % | 10.54 | % | 12.61 | % | |||
Total risk-based capital ratio | 8.0 | 10.0 | 13.00 | 13.86 | |||||||
Leverage ratio | 4.0 | 5.0 | 9.13 | 10.94 | |||||||
See “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources” and "Part II - Item 8. Financial Statements and Supplementary Data - Note 14 - Regulatory Capital" of this Report for further information.
Prompt Corrective Action for Undercapitalization
The Federal Deposit Insurance Corporation Improvement Act established a system of prompt corrective action to resolve the problems of undercapitalized insured depository institutions. Under this system, the federal banking regulators are required to rate insured depository institutions on the basis of five capital categories as described below. The federal banking regulators are also required to take mandatory supervisory actions and are authorized to take other discretionary actions, with respect to insured depository institutions in the three undercapitalized categories, the severity of which will depend upon the capital category in which the insured depository institution is assigned. Generally, subject to a narrow exception, the Federal Deposit Insurance Corporation Improvement Act requires the banking regulator to appoint a receiver or conservator for an insured depository institution that is critically undercapitalized. The federal banking agencies have specified by regulation the relevant capital level for each category. The thresholds for each of these categories were recently revised pursuant to the Basel III Capital Rules, which are discussed above in “Our Capital Requirements.” These revised categories will apply to Synovus Bank beginning on January 1, 2015. Both the existing and the revised standards are discussed below. Under the regulations, all insured depository institutions are assigned to one of the following capital categories:
• | 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 |
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measure. Under the Revised Rules that will take effect on January 1, 2015, a well-capitalized insured depository institution is one (1) having a total risk-based capital ratio of 10 percent or greater, (2) having a Tier 1 risk-based capital ratio of 8 percent or greater, (3) having a CET1 capital ratio of 6.5 percent or greater, (4) having a leverage capital ratio of 5 percent or greater and (5) that is not subject to any order or written directive to meet and maintain a specific capital level for any capital measure.
• | Adequately Capitalized - 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. Under the Revised Rules, an adequately-capitalized depository institution is one having (1) a total risk based capital ratio of 8 percent or more, (2) a Tier 1 capital ratio of 6 percent or more, (3) a CET1 capital ratio of 4.5 percent or more, and (4) a leverage ratio of 4 percent or more. |
• | Undercapitalized - 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. Under the Revised Rules, an undercapitalized depository institution is one having (1) a total capital ratio of less than 8 percent, (2) a Tier 1 capital ratio of less than 6 percent, (3) a CET1 capital ratio of less than 4.5 percent, or (4) a leverage ratio of less than 4 percent. |
• | Significantly Undercapitalized - 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. Under the Revised Rules, a significantly undercapitalized institution is one having (1) a total risk-based capital ratio of less than 6 percent (2) a Tier 1 capital ratio of less than 4 percent, (3) a CET1 ratio of less than 3 percent or (4) a leverage capital ratio of less than 3 percent. |
• | Critically Undercapitalized - 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. The Revised Rules retain the 2 percent threshold but make certain changes to the framework for calculating an institution’s ratio of tangible equity to total assets. |
The prompt corrective action regulations permit the appropriate federal banking regulator to downgrade an institution to the next lower category if the regulator determines after notice and opportunity for hearing or response that the institution (1) is in an unsafe or unsound condition or (2) has received and not corrected a less-than-satisfactory rating for any of the categories of asset quality, management, earnings or liquidity in its most recent examination. Supervisory actions by the appropriate federal banking regulator depend upon an institution's classification within the five categories. Our management believes that we and our bank subsidiary have the requisite capital levels to qualify as well capitalized institutions under the Federal Deposit Insurance Corporation Improvement Act regulations. See “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources” and "Part II - Item 8. Financial Statements and Supplementary Data - Note 14 - Regulatory Capital" of this Report for further information.
If an institution fails to remain well-capitalized, it will be subject to a variety of enforcement remedies that increase as the capital condition worsens. For instance, the Federal Deposit Insurance Corporation Improvement Act generally prohibits a depository institution from making any capital distribution, including payment of a dividend, or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized as a result. Undercapitalized depository institutions are subject to restrictions on borrowing from the Federal Reserve System. In addition, undercapitalized depository institutions may not accept brokered deposits absent a waiver from the FDIC, are subject to growth limitations and are required to submit capital restoration plans for regulatory approval. A depository institution's holding company must guarantee any required capital restoration plan, up to an amount equal to the lesser of 5 percent of the depository institution's assets at the time it becomes undercapitalized or the amount of the capital deficiency when the institution fails to comply with the plan. Federal banking agencies may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution's capital. If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and cessation of receipt of deposits from correspondent banks. Critically undercapitalized depository institutions are subject to appointment of a receiver or conservator.
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Deposit Insurance and Assessments
Deposits at our bank are insured by the DIF as administered by the FDIC, up to the applicable limits established by law. The Dodd-Frank Act amended the statutory regime governing the DIF. Among other things, the Dodd-Frank Act established a minimum designated reserve ratio of 1.35% of estimated insured deposits (which the FDIC has set at 2.0% each year since 2010), required that the fund reserve ratio reach 1.35% by September 30, 2020 and directed the FDIC to amend its regulations to redefine the assessment base used for calculating deposit insurance assessments. Specifically, the Dodd-Frank Act requires the assessment base to be an amount equal to the average consolidated total assets of the insured depository institution during the assessment period, minus the sum of the average tangible equity of the insured depository institution during the assessment period and an amount the FDIC determines is necessary to establish assessments consistent with the risk-based assessment system found in the Federal Deposit Insurance Act.
Furthermore, on February 7, 2011, the FDIC issued a final rule changing its assessment system from one based on domestic deposits to one based on the average consolidated total assets of a bank minus its average tangible equity during each quarter. This rule modified two adjustments added to the risk-based pricing system in 2009 (an unsecured debt adjustment and a brokered deposit adjustment), discontinued a third adjustment added in 2009 (the secured liability adjustment), and added an adjustment for long-term debt held by an insured depository institution where the debt is issued by another insured depository institution. Under these revisions to the DIF rules, the total base assessment rates vary depending on the DIF reserve ratio. For example, for banks in the best risk category, the total base assessment rates will be between 2.5 and 9 basis points when the DIF reserve ratio is below 1.15%, between 1.5 and 7 basis points when the DIF reserve ratio is between 1.15% and 2.0%, between 1 and 6 basis points when the DIF reserve ratio is between 2.0% and 2.5% and between 0.5 and 5 basis points when the DIF reserve ratio is 2.5% or higher.
In addition, the FDIC collects FICO deposit assessments, which is calculated off of the new assessment base established by the Dodd-Frank Act. FICO assessments are set quarterly, and it was 0.640 (annual) basis points for all four quarters in 2013. Synovus Bank pays the deposit insurance assessment, less offset available by means of prepaid assessment credits, and pays the quarterly FICO assessments.
On November 12, 2009, the FDIC imposed a requirement on all financial institutions to prepay three years of FDIC insurance premiums. On December 30, 2009, Synovus prepaid $188.9 million of FDIC insurance premiums for the next three years. On May 29, 2013, the FDIC refunded the remaining prepaid balance of $26.4 million.
With respect to brokered deposits, an insured depository institution must be well-capitalized in order to accept, renew or roll over such deposits without FDIC clearance. An adequately capitalized insured depository institution must obtain a waiver from the FDIC in order to accept, renew or roll over brokered deposits. Undercapitalized insured depository institutions generally may not accept, renew or roll over brokered deposits. See the “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Deposits” of this Report for further information.
Dodd-Frank Act; Future Changes to Legal Framework
On July 21, 2010, President Obama signed into law the Dodd-Frank Act, which substantially changed, and will continue to change, the regulatory framework under which we operate. The Dodd-Frank Act brought about a significant overhaul of many aspects of the regulation of the financial-services industry, addressing, among other things, systemic risk, capital adequacy, deposit insurance assessments, consumer financial protection, interchange fees, derivatives, lending limits, mortgage lending practices, registration of investment advisors and changes among the bank regulatory agencies. Key provisions of the Dodd-Frank Act that have impacted or are likely to impact the operations of Synovus or Synovus Bank include:
• | 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 (known as the "Volcker Rule"). |
• | Application of new regulatory capital requirements, including changes to leverage and risk-based capital standards and changes to the components of permissible tiered capital. |
• | Requirement that the company and its subsidiary 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. |
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• | 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. |
Some of these and other major changes, could materially impact the profitability of our business, the value of assets we hold or the collateral available for our loans, require changes to business practices or force us to discontinue businesses and expose us to additional costs, taxes, liabilities, enforcement actions and reputational risk. Many of these provisions became effective upon enactment of the Dodd-Frank Act, while others were subject to further study, rule-making, and the discretion of regulatory bodies and have only recently taken effect or will take effect in the coming years.
In light of these significant changes and the discretion afforded to federal regulators, we cannot fully predict the effect that compliance with the Dodd-Frank Act or any implementing regulations will have on Synovus' businesses or its ability to pursue future business opportunities. Additional regulations resulting from the Dodd-Frank Act may materially adversely affect Synovus' business, financial condition or results of operations. See “Part 1 - Item 1A. Risk Factors - Regulation of the financial services industry continues to undergo major changes, and future legislation could increase our cost of doing business or harm our competitive position.” of this Report.
Additional changes to the laws and regulations applicable to us are frequently proposed at both the federal and state levels. The likelihood, timing, and scope of any such change and the impact any such change may have on us are impossible to determine with any certainty.
Consumer Protection Regulations
Retail activities of banks are subject to a variety of statutes and regulations designed to protect consumers, which are enforced at the federal level by the CFPB. Interest and other charges collected or contracted for by banks are subject to state usury laws and federal laws concerning interest rates. Loan operations are also subject to federal laws applicable to credit transactions, such as:
• | 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. |
Deposit operations also are subject to:
• | 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. |
Rulemaking authority for these and other consumer financial protection laws transferred from the prudential regulators to the CFPB on July 21, 2011. It is anticipated that many of the foregoing consumer laws and regulations will change as a result of the Dodd-Frank Act and other developments.
Pursuant to its new authority, in January 2013, the CFPB adopted a rule that implements the ability-to-repay and qualified mortgage provisions of the Dodd-Frank Act (the “ATR/QM rule”). In May, July and October 2013 the CFPB issued rules amending
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certain provisions of the ATR/QM rule. The final ATR/QM rule, which takes effect on January 10, 2014, will likely impact our residential mortgage lending practices, and the residential mortgage market generally.
The ATR/QM rule requires lenders to consider, among other things, income, employment status, assets, payment amounts, and credit history before approving a mortgage, and provides a compliance “safe harbor” for lenders that issue certain “qualified mortgages.” The ATR/QM rule defines a “qualified mortgage” to have certain specified characteristics, and generally prohibit loans with negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years from being qualified mortgages. The rule also establishes general underwriting criteria for qualified mortgages, including that monthly payments be calculated based on the highest payment that will apply in the first five years of the loan and that the borrower have a total debt-to-income ratio that is less than or equal to 43 percent. While “qualified mortgages” will generally be afforded safe harbor status, a rebuttable presumption of compliance with the ability-to-repay requirements will attach to “qualified mortgages” that are “higher priced mortgages” (which are generally subprime loans). As the definition of “qualified mortgage” provides either a safe harbor or a rebuttable presumption of compliance with the ability-to-repay requirements, the definition is expected to establish the parameters for the majority of consumer mortgage lending in the U.S.
Reflecting the CFPB's focus on the residential mortgage lending market, the CFPB has also issued rules to implement requirements of the Dodd-Frank Act pertaining to mortgage loan origination (including with respect to loan originator compensation and loan originator qualifications) and has proposed, but not finalized, integrated mortgage disclosure rules that will replace and combine certain existing requirements under the Truth in Lending Act and the Real Estate Settlement Procedures Act. The CFPB has indicated that it expects to issue additional mortgage-related rules in the future.
In addition, there are a number of significant consumer protection standards that apply to functional areas of operation (rather than applying only to loan or deposit products). For example, in June 2010, the Federal Reserve issued rules establishing standards for debit card interchange fees and prohibiting network exclusivity arrangements and routing restrictions. However, these rules are the subject of ongoing litigation and may change as result. The FDIC has also issued rules aimed at protecting consumer in connection with retail foreign exchange transactions.
In recent years, the Federal Reserve and CFPB have made a number of changes to Regulation E. Among these changes is the November 2009 amendment, which prohibits financial institutions, including Synovus Bank, from charging consumers fees for paying overdrafts on automated teller machine and one-time debit card transactions, unless a consumer consents, or opts in, to the overdraft service for those types of transactions. Regulation E amendments also require financial institutions to provide consumers with a notice that explains the financial institution's overdraft services, including the fees associated with the service and the consumer's choices. These amendments to Regulation E became effective on August 1, 2010. In November 2010, the FDIC supplemented the Regulation E amendments by requiring FDIC-supervised institutions, including Synovus Bank, to implement additional changes relating to automated overdraft payment programs by July 1, 2011. Among other things, these changes require financial institutions to monitor overdraft payment programs for “excessive or chronic” customer use and undertake “meaningful and effective” follow-up action with customers that overdraw their accounts more than six times during a rolling 12-month period. Furthermore, on June 11, 2013, the CFPB released a report regarding bank overdraft practices and the costs to consumers, and has subsequently indicated that it will issue new rules regarding these services.
The CFPB also amended Regulation E to establish rules for a new category of consumer-initiated electronic transfers known as “remittance transfers,” which took effect on October 28, 2013, and require financial institutions to provide consumers that transfer funds to overseas recipients with detailed disclosures and to meet other requirements.
It is anticipated that the CFPB will engage in numerous other rulemakings in the near term that may impact our business, as the CFPB has indicated that, in addition to specific statutory mandates, it is working on a wide range of initiatives to address issues in markets for consumer financial products and services, such as revisions to privacy notice requirements, new rules for deposit advance products and amendments to the funds availability requirements of Regulation CC. The CFPB has also undertaken an effort to “streamline” consumer regulations and has established a database to collect, track and make public consumer complaints, including complaints against individual financial institutions.
The CFPB also has broad authority to prohibit unfair, deceptive and abusive acts and practices (“UDAAP”) and to investigate and penalize financial institutions that violate this prohibition. While the statutory language of the Dodd-Frank Act sets forth the standards for acts and practices that violate this prohibition, certain aspects of these standards are untested, which has created some uncertainty regarding how the CFPB will exercise this authority. The CFPB has, however, begun to bring enforcement actions against certain financial institutions for UDAAP violations and issued some guidance on the topic, which provides insight into the agency’s expectations regarding these standards. Among other things, CFPB guidance and its UDAAP-related enforcement actions have emphasized that management of third-party service providers is essential to effective UDAAP compliance and that the CFPB is particularly focused on marketing and sales practices.
We cannot fully predict the effect that being regulated by a new, additional regulatory authority focused on consumer financial protection, or any new implementing regulations or revisions to existing regulations that may result from the establishment of this new authority, will have on Synovus' businesses. Additional regulations resulting from the Dodd-Frank Act may materially
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adversely affect Synovus' business, financial condition or results of operations. See “Part 1 - Item 1A. Risk Factors - Regulation of the financial services industry continues to undergo major changes, and future legislation could increase our cost of doing business or harm our competitive position.” of this Report.
In addition, Synovus Bank may also be subject to certain state laws and regulations designed to protect consumers.
Anti-Money Laundering; USA PATRIOT Act; Office of Foreign Assets Control
Financial institutions must maintain anti-money laundering programs that include established internal policies, procedures, and controls; a designated compliance officer; an ongoing employee training program; and testing of the program by an independent audit function. We are prohibited from entering into specified financial transactions and account relationships and must meet enhanced standards for due diligence in dealings with foreign financial institutions and foreign customers. We also must take reasonable steps to conduct enhanced scrutiny of account relationships to guard against money laundering and to report any suspicious transactions. Recent laws provide law enforcement authorities with increased access to financial information maintained by banks. Anti-money laundering obligations have been substantially strengthened as a result of the USA PATRIOT Act, enacted in 2001 and renewed in 2006.
The USA PATRIOT Act amended, in part, the Bank Secrecy Act and provides for the facilitation of information sharing among governmental entities and financial institutions for the purpose of combating terrorism and money laundering. The statute also creates enhanced information collection tools and enforcement mechanics for the U.S. government, including: (1) requiring standards for verifying customer identification at account opening; (2) promulgating rules to promote cooperation among financial institutions, regulators, and law enforcement entities in identifying parties that may be involved in terrorism or money laundering; (3) requiring reports by nonfinancial trades and businesses filed with FinCEN for transactions exceeding $10,000; and (4) mandating the filing of suspicious activities reports if a bank believes a customer may be violating U.S. laws and regulations. The statute also requires enhanced due diligence requirements for financial institutions that administer, maintain, or manage private bank accounts or correspondent accounts for non-U.S. persons.
The Federal Bureau of Investigation may send bank regulatory agencies lists of the names of persons suspected of involvement in terrorist activities. Our banks can be requested to search their records for any relationships or transactions with persons on those lists and may be required to report any identified relationships or transactions. Furthermore, OFAC, is responsible for helping to ensure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. OFAC publishes, and routinely updates, lists of names of persons and organizations suspected of aiding, harboring or engaging in terrorist acts, including the Specially Designated Nationals and Blocked Persons. If we find a name on any transaction, account or wire transfer that is on an OFAC list, we must freeze such account, file a suspicious activity report and notify the appropriate authorities.
Bank regulators routinely examine institutions for compliance with these anti-money laundering obligations and recently have been active in imposing “cease and desist” and other regulatory orders and money penalty sanctions against institutions found to be in violation of these requirements. In addition, FinCEN is in the process of establishing new regulations that would require financial institutions to obtain beneficial ownership information for certain accounts; however, it has yet to issue final regulations on this topic.
Commitments to Synovus Bank
Under the Federal Reserve Board's policy, we are expected to serve as a source of financial strength to Synovus Bank and to commit resources to support Synovus Bank in circumstances when we might not do so absent such policy. Under the Bank Holding Company Act, the Federal Reserve Board may require a bank holding company to terminate any activity or relinquish control of a nonbank subsidiary, other than a nonbank subsidiary of a bank, upon the Federal Reserve Board's determination that such activity or control constitutes a serious risk to the financial soundness or stability of any depository institution subsidiary. Further, the Federal Reserve Board has discretion to require a bank holding company to divest itself of any bank or non-bank subsidiaries if the agency determines that any such divestiture may aid the depository institution's financial condition. In addition, any loans by us to Synovus Bank would be subordinate in right of payment to depositors and to certain other indebtedness of the bank. Notably, the Dodd-Frank Act codified the Federal Reserve's “source of strength” doctrine; this statutory change became effective July 21, 2011. In addition to the foregoing requirements, the Dodd-Frank Act's new provisions authorize the Federal Reserve to require a company that directly or indirectly controls a bank to submit reports that are designed both to assess the ability of such company to comply with its “source of strength” obligations and to enforce the company's compliance with these obligations. As of the date of this Report, the Federal Reserve and other federal banking regulators have not yet issued rules implementing this requirement, though it is understood that regulators are engaged in a joint effort to produce these rules.
If we were to enter bankruptcy or become subject to the orderly liquidation process established by the Dodd-Frank Act, any commitment by us to a federal bank regulatory agency to maintain the capital of Synovus Bank would be assumed by the bankruptcy trustee or the FDIC, as appropriate, and entitled to a priority of payment. In addition, the FDIC provides that any insured depository institution generally will be liable for any loss incurred by the FDIC in connection with the default of, or any assistance provided
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by the FDIC to, a commonly controlled insured depository institution. Synovus Bank is an FDIC-insured depository institution and thus subject to these requirements.
Transactions with Affiliates and Insiders
A variety of legal limitations restrict Synovus Bank from lending or otherwise supplying funds or in some cases transacting business with us or Synovus' non-bank subsidiaries. Synovus Bank is subject to Sections 23A and 23B of the Federal Reserve Act and Federal Reserve Regulation W. Section 23A places limits on the amount of “covered transactions,” which include loans or extensions of credit to, investments in or certain other transactions with, affiliates as well as the amount of advances to third parties collateralized by the securities or obligations of affiliates. The aggregate of all covered transactions is limited to 10 percent of the bank's capital and surplus for any one affiliate and 20 percent for all affiliates. Furthermore, within the foregoing limitations as to amount, certain covered transactions must meet specified collateral requirements ranging from 100 to 130 percent. Also, Synovus Bank is prohibited from purchasing low quality assets from any of its affiliates. Section 608 of the Dodd-Frank Act broadened the definition of “covered transaction” to include derivative transactions and the borrowing or lending of securities if the transaction will cause a bank to have credit exposure to an affiliate. The expanded definition of “covered transaction” also includes the acceptance of debt obligations issued by an affiliate as collateral for a bank's loan or extension of credit to a third-party. Furthermore, reverse repurchase transactions will be viewed as extensions of credit (instead of asset purchases) and thus become subject to collateral requirements. The expanded definition of “covered transaction” took effect on July 21, 2012 under the terms of the Dodd-Frank Act.
Section 23B, among other things, prohibits an institution from engaging in certain transactions with affiliates unless the transactions are on terms substantially the same, or at least as favorable to the bank, as those prevailing at the time for comparable transactions with nonaffiliated companies. Except for limitations on low quality asset purchases and transactions that are deemed to be unsafe or unsound, Regulation W generally excludes affiliated depository institutions from treatment as affiliates. Transactions between a bank and any of its subsidiaries that are engaged in certain financial activities may be subject to the affiliated transaction limits. The Federal Reserve Board also may designate bank subsidiaries as affiliates.
Banks are also subject to quantitative restrictions on extensions of credit to executive officers, directors, principal shareholders, and their related interests. In general, such extensions of credit (1) may not exceed certain dollar limitations, (2) must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties and (3) must not involve more than the normal risk of repayment or present other unfavorable features. Certain extensions of credit also require the approval of a bank's board of directors.
Regulatory Examinations
Federal and state banking agencies require us and our subsidiary bank to prepare annual reports on financial condition and to conduct an annual audit of financial affairs in compliance with minimum standards and procedures. Synovus Bank, and in some cases we and our nonbank affiliates, must undergo regular on-site examinations by the appropriate regulatory agency, which will examine for adherence to a range of legal and regulatory compliance responsibilities. A bank regulator conducting an examination has complete access to the books and records of the examined institution. The results of the examination are confidential. The cost of examinations may be assessed against the examined institution as the agency deems necessary or appropriate.
Community Reinvestment Act
The Community Reinvestment Act requires the FDIC to evaluate the record of Synovus Bank in meeting the credit needs of its local community, including low and moderate income neighborhoods. These evaluations are considered in evaluating mergers, acquisitions, and applications to open a branch or facility. Failure to adequately meet these criteria could result in additional requirements and limitations on the bank.
Commercial Real Estate Lending
Lending operations that involve concentrations of commercial real estate loans are subject to enhanced scrutiny by federal banking regulators. The regulators have advised financial institutions of the risks posed by commercial real estate lending concentrations. Such loans generally include land development, construction loans and loans secured by multifamily property, and nonfarm, nonresidential real property where the primary source of repayment is derived from rental income associated with the property. The guidance prescribes the following guidelines for examiners to help identify institutions that are potentially exposed to concentration risk and may warrant greater supervisory scrutiny:
• | 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. |
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In October 2009, the federal banking agencies issued additional guidance on commercial real estate lending that emphasizes these considerations.
In addition, the Dodd-Frank Act contains provisions that may impact our business by reducing the amount of our commercial real estate lending and increasing the cost of borrowing, including rules relating to risk retention of securitized assets. Section 941 of the Dodd-Frank Act requires, among other things, a loan originator or a securitizer of asset-backed securities to retain a percentage of the credit risk of securitized assets. The banking agencies have jointly issued a proposed rule to implement these requirements, as well as a subsequent revision to this proposal, but have yet to issue final rules.
Branching
The Dodd-Frank Act substantially amended the legal framework that had previously governed interstate branching activities. Formerly, under the Reigle-Neal Interstate Banking and Branching Efficiency Act of 1994, a bank's ability to branch into a particular state was largely dependent upon whether the state “opted in” to de novo interstate branching. Many states did not “opt-in,” which resulted in branching restrictions in those states. The Dodd-Frank Act removed the “opt-in” concept and permits banks to engage in de novo branching outside of their home states, provided that the laws of the target state permit banks chartered in that state to branch within that state. Accordingly, de novo interstate branching by Synovus Bank is subject to these new standards. All branching in which Synovus Bank may engage remains subject to regulatory approval and adherence to applicable legal and regulatory requirements.
Anti-Tying Restrictions
In general, a bank may not extend credit, lease, sell property, or furnish any services or fix or vary the consideration for them on the condition that (1) the customer obtain or provide some additional credit, property, or services from or to the bank or bank holding company or their subsidiaries, or (2) the customer not obtain some other credit, property, or services from a competitor, except to the extent reasonable conditions are imposed to assure the soundness of the credit extended. A bank may, however, offer combined-balance products and may otherwise offer more favorable terms if a customer obtains two or more traditional bank products. Also, certain foreign transactions are exempt from the general rule.
Privacy and Credit Reporting
Financial institutions are required to disclose their policies for collecting and protecting confidential customer information. Customers generally may prevent financial institutions from sharing nonpublic personal financial information with nonaffiliated third parties, with some exceptions, such as the processing of transactions requested by the consumer. Financial institutions generally may not disclose certain consumer or account information to any nonaffiliated third-party for use in telemarketing, direct mail marketing or other marketing. Federal and state banking agencies have prescribed standards for maintaining the security and confidentiality of consumer information, and we are subject to such standards, as well as certain federal and state laws or standards for notifying consumers in the event of a security breach.
Synovus Bank utilizes credit bureau data in underwriting activities. Use of such data is regulated under the Fair Credit Reporting Act and Regulation V on a uniform, nationwide basis, including credit reporting, prescreening, and sharing of information between affiliates and the use of credit data. The Fair and Accurate Credit Transactions Act, which amended the Fair Credit Reporting Act, permits states to enact identity theft laws that are not inconsistent with the conduct required by the provisions of that Act.
Enforcement Powers
Synovus Bank and its “institution-affiliated parties,” including management, employees, agents, independent contractors and consultants, such as attorneys and accountants and others who participate in the conduct of the institution's affairs, are subject to potential civil and criminal penalties for violations of law, regulations or written orders of a government agency. Violations can include failure to timely file required reports, filing false or misleading information or submitting inaccurate reports. Civil penalties may be as high as $1,000,000 a day for such violations and criminal penalties for some financial institution crimes may include imprisonment for 20 years. Regulators have flexibility to commence enforcement actions against institutions and institution-affiliated parties, and the FDIC has the authority to terminate deposit insurance. When issued by a banking agency, cease-and-desist and similar orders may, among other things, require affirmative action to correct any harm resulting from a violation or practice, including restitution, reimbursement, indemnifications or guarantees against loss. A financial institution may also be ordered to restrict its growth, dispose of certain assets, rescind agreements or contracts, or take other actions determined to be appropriate by the ordering agency. The federal banking agencies also may remove a director or officer from an insured depository institution (or bar them from the industry) if a violation is willful or reckless.
As discussed above, we were previously subject to an MOU with the Federal Reserve Bank of Atlanta and the Georgia Commissioner and Synovus Bank was also previously subject to an MOU with the Georgia Commissioner and the FDIC. Both MOUs were terminated in the second quarter of 2013 and replaced with resolutions adopted by our Board of Directors and Synovus Bank’s Board of Directors. These board resolutions relate to, among other things, continued emphasis on improving asset quality and maintaining strong levels of capital and liquidity. See “Part I - Item 1A. Risk Factors - We may become subject to supervisory
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actions and enhanced regulation that could have a material negative effect on our business, reputation, operating flexibility, financial condition and the value of our Common Stock and Preferred Stock.” of this Report.
Monetary Policy and Economic Controls
The earnings of Synovus Bank, and therefore our earnings, are affected by the policies of regulatory authorities, including the monetary policy of the Federal Reserve Board. An important function of the Federal Reserve Board is to promote orderly economic growth by influencing interest rates and the supply of money and credit. Among the methods that have been used to achieve this objective are open market operations in U.S. government securities, changes in the discount rate for bank borrowings, expanded access to funds for nonbanks and changes in reserve requirements against bank deposits. These methods are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, interest rates on loans and securities, and rates paid for deposits. In response to the financial crisis, the Federal Reserve Board created several innovative programs to stabilize certain financial institutions and to ensure the availability of credit, which the Federal Reserve Board has begun to modify in light of improved economic conditions.
The effects of the various Federal Reserve Board policies on our future business and earnings cannot be predicted. We cannot predict the nature or extent of any effects that possible future governmental controls or legislation might have on our business and earnings.
Depositor Preference Statute
Federal law provides that deposits and certain claims for administrative expenses and employee compensation against an insured depository institution are afforded priority over other general unsecured claims against such institution, including federal funds and letters of credit, in the liquidation or other resolution of the institution by any receiver.
TARP Regulations
EESA and ARRA / Capital Purchase Program
On October 14, 2008, the U.S. Treasury, or Treasury, announced that, pursuant to the EESA, it was implementing a voluntary program known as the “Capital Purchase Program”, or “CPP”, pursuant to which eligible financial institutions could raise capital by selling preferred stock directly to the U.S. Government. The purpose of the Capital Purchase Program was to encourage U.S. financial institutions to build capital to, among other things, increase the flow of financing to U.S. businesses and consumers and support the U.S. economy, and was also intended to prevent additional failures of financial institutions. Synovus applied for the maximum investment available under the CPP (equal to 3% of risk-weighted assets), On December 19, 2008, Synovus consummated the CPP investment and issued to Treasury 967,870 shares of Synovus' Series A Preferred Stock having a liquidation amount per share equal to $1,000, for a total price of $967,870,000. In addition, as part of Treasury’s purchase of the Series A Preferred Stock under the CPP, Synovus issued to the Treasury a Warrant to purchase up to 15,510,737 shares of our Common Stock at an initial per share exercise price of $9.36. The Warrant provides for the adjustment of the exercise price and the number of shares of our Common Stock issuable upon exercise pursuant to customary anti-dilution provisions, such as upon stock splits or distributions of securities or other assets to holders of our Common Stock, and upon certain issuances of our Common Stock at or below a specified price relative to the initial exercise price.
As a result of our participation in the CPP, we were subject to certain compensation and corporate governance restrictions and requirements under rules issued by the Treasury Department on June 10, 2009. However, on July 26, 2013, we redeemed all 967,870 shares of our Series A Preferred Stock issued to the U.S. Treasury under the CPP and exited the program. Thus, we are no longer subject to the compensation and corporate governance restrictions applicable to CPP participants. The U.S. Treasury continues to hold the Warrants, which expire on December 19, 2018. Synovus will continue to evaluate the potential repurchase of these Warrants directly from the U.S. Treasury or through participation in a subsequent auction process, which may or may not be successful.
Other Regulatory Matters
Synovus and its subsidiaries and affiliates are subject to numerous examinations by federal and state banking regulators, as well as the SEC, the FINRA, the NYSE and various state insurance and securities regulators. Synovus and its subsidiaries have from time to time received requests for information from regulatory authorities in various states, including state insurance commissions and state attorneys general, securities regulators and other regulatory authorities, concerning their business practices. Such requests are considered incidental to the normal conduct of business.
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Available Information
Our website address is www.synovus.com. We file with or furnish to the SEC Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and annual reports to shareholders, and, from time to time, amendments to these documents and other documents called for by the SEC. The reports and other documents filed with or furnished to the SEC are available to investors on or through the Investor Relations Section of our website under the heading “Financial Reports” and then under “SEC Filings.” These reports are available on our website free of charge as soon as reasonably practicable after we electronically file them with the SEC.
In addition, the public may read and copy any of the materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers, such as Synovus, that file electronically with the SEC. The address of that website is www.sec.gov.
We have adopted a Code of Business Conduct and Ethics for our directors, officers and employees and have also adopted Corporate Governance Guidelines. Our Code of Business Conduct and Ethics, Corporate Governance Guidelines and the charters of our board committees as well as information on how to contact our Board of Directors, are available in the Corporate Governance Section of our website at www.synovus.com/governance. We will post any waivers of our Code of Business Conduct and Ethics granted to our directors or executive officers on our website at www.synovus.com/governance.
We include our website addresses throughout this filing only as textual references. The information contained on our website is not incorporated in this document by reference.
ITEM 1A. RISK FACTORS
This section highlights the material risks that we currently face. Please be aware that these risks may change over time and other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our business, financial condition or results of operations or the trading price of our securities.
Competition in the financial services industry may adversely affect our future earnings and growth.
We operate in a highly competitive environment and our profitability and our future growth depends on our ability to compete successfully. We face pricing competition for loans and deposits and also with respect to customer convenience, product lines, accessibility of service and service capabilities. Certain of our competitors are larger and have more resources than we do, enabling them to be more aggressive than us in competing for loans and deposits and investing in new products, technology and services. In addition, the ability of non-bank competitors to provide services previously limited to commercial banks has intensified the competition we face. These non-bank competitors are not subject to the same extensive regulations that govern us and, therefore, may be able to operate with greater flexibility and lower cost structures. This significant competition in attracting and retaining deposits and making loans as well as in providing other financial services may impact our future earnings and growth.
We may not realize the expected benefits from our efficiency and growth initiatives, which will negatively impact our future profitability.
In the current competitive banking environment, Synovus must continue to reduce operating costs and implement strategies to grow its loan portfolio and increase non-interest income in order to realize sustained future profitability and to remain competitive with the other banks in the markets we serve. Since 2010, we have implemented a series of strategic efficiency and growth initiatives to address the challenges facing Synovus and defined strategies for expense reduction, streamlining of processes and long-term growth initiatives. Through the execution of these initiatives, since 2010, Synovus has realized a $142.2 million reduction in adjusted non-interest expenses. 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. Management has also identified new expense savings initiatives of approximately $30 million to be implemented during 2014. While expense management continues to be a major focus for Synovus, management also expects to continue to make strategic investments in talent, technology and marketing initiatives that are expected to improve our customer experience and support future growth. However, there can be no assurance that Synovus will ultimately realize the anticipated benefits of its expense reduction and growth strategies, which may impair our earnings growth.
In addition, Synovus is subject to various risks inherent in its business. These risks may cause the anticipated results from our growth strategies and cost-reduction initiatives to result in implementation charges beyond those currently contemplated or could result in some other unanticipated adverse impact. Furthermore, if we do not realize the anticipated cost-savings from our efficiency initiatives, we may need to take additional actions including branch closures and headcount reductions to achieve the desired cost-savings. The implementation of these initiatives may also have unintended impacts on Synovus' ability to attract and
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retain business and customers. Accordingly, we cannot guarantee that the anticipated long-term benefits from our efficiency and growth initiatives will be realized and if they are not we may not achieve our strategic and financial objectives.
The financial services market is undergoing rapid technological changes, and if we are unable to stay current with those changes, we will not be able to effectively compete.
The financial services market, including banking services, is undergoing rapid changes with frequent introductions of new technology-driven products and services. Our future success will depend, in part, on our ability to keep pace with the technological changes and to use technology to satisfy and grow customer demand for our products and services and to create additional efficiencies in our operations. We expect that we will need to make substantial investments in our technology and information systems to compete effectively and to stay current with technological changes. Some of our competitors have substantially greater resources to invest in technological improvements and will be able to invest more heavily in developing and adopting new technologies, which may put us at a competitive disadvantage. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. As a result, our ability to effectively compete to retain or acquire new business may be impaired, and our business, financial condition or results of operations may be adversely affected.
If our enterprise risk management framework is not effective at mitigating risk and loss to us, we could suffer unexpected losses and our results of operations could be materially adversely affected.
Our enterprise risk management framework seeks to achieve an appropriate balance between risk and return, which is critical to optimizing shareholder value. We have established processes and procedures intended to identify, measure, monitor, report and analyze the types of risk to which we are subject, including credit, liquidity, operational, regulatory compliance and reputational. However, as with any risk management framework, there are inherent limitations to our risk management strategies as there may exist, or develop in the future, risks that we have not appropriately anticipated or identified. For example, the recent financial and credit crisis and resulting regulatory reform highlighted both the importance and some of the limitations of managing unanticipated risks. If our risk management framework proves ineffective, we could suffer unexpected losses and our business and results of operation could be materially adversely affected.
Our allowance for loan losses may not be adequate to cover actual losses, and we may be required to materially increase our allowance, which may adversely affect our capital, financial condition and results of operations.
We maintain an allowance for loan losses, which is a reserve established through a provision for loan losses charged to expenses, which represents management's best estimate of probable credit losses that have been incurred within the existing portfolio of loans, as described under Note 6 of Notes to Consolidated Financial Statements in this Report and under “Critical Accounting Policies - Allowance for Loan Losses” under “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Report. The allowance, in the judgment of management, is established to reserve for estimated loan losses and risks inherent in the loan portfolio. The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks using existing qualitative and quantitative information, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans, risk ratings, and other factors, both within and outside of our control, may require an increase in the allowance for loan losses.
Because the risk rating of the loans is inherently subjective and subject to changes in the borrower's credit risk profile, evolving local market conditions and other factors, it can be difficult for us to predict the effects that those factors will have on the classifications assigned to the loan portfolio, and thus difficult to anticipate the velocity or volume of the migration of loans through the classification process and effect on the level of the allowance for loan losses. Accordingly, we monitor our credit quality and our reserve requirements and use that as a basis for capital planning and other purposes. See “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity” and “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources” of this Report for further information.
In light of current market conditions, we regularly reassess the creditworthiness of our borrowers and the sufficiency of our allowance for loan losses. Our allowance for loan losses was $307.6 million or 1.53% of total loans at December 31, 2013, compared to $373.4 million, or 1.91% of total loans at December 31, 2012. We recorded a provision for loan losses for the year ended December 31, 2013 of $69.6 million compared to a $320.4 million provision for loan losses for the year ended December 31, 2012. We also charged-off approximately $135.4 million in loans, net of recoveries, during the year ended December 31, 2013, compared to $483.5 million in loans, net of recoveries, during the year ended December 31, 2012. While the provision for loan losses was significantly lower in 2013 and lower in 2012 than the provision for loan losses in 2011, 2010 and 2009, the provision for loan losses has been higher than historical levels.
Future additions to the allowance may be necessary based on changes in economic assumptions as well as changes in assumptions regarding a borrower's ability to pay and/or collateral values. In addition, various regulatory agencies, as an integral
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part of their examination procedures, periodically review the allowance. Based on their judgments about information available to them at the time of their examination, such agencies may require Synovus to recognize additions to the allowance or additional loan charge offs. An increase in the allowance for loan losses would result in a decrease in net income and capital, and may have a material adverse effect on our capital, financial condition and results of operations.
Even though our credit trends showed significant improvement during 2012 and 2013 compared to the prior three years, our non-performing assets and credit costs remain elevated. While we expect that our levels of non-performing assets and credit costs will continue to decline during 2014 to a level approximating normal historical levels, these levels of non-performing assets may remain at elevated levels compared to historical levels as the economy continues to recover from weak economic conditions. Further, the value of the collateral underlying a given loan, and the realizable value of such collateral in a foreclosure sale, may continue to be negatively affected by weak economic conditions, and therefore may result in an inability to realize a full recovery in the event that a borrower defaults on a loan. Any additional non-performing assets, loan charge-offs, increases in the provision for loan losses or any inability by us to realize the full value of underlying collateral in the event of a loan default, could negatively affect our business, financial condition, and results of operations and the price of our securities.
We were adversely affected by the recent financial crisis, and any future economic downturn could have a material adverse effect on our capital, financial condition, results of operations, and future growth.
The recent financial crisis adversely affected our capital, financial condition and results of operations. In particular, due to the high concentration of loans in the residential construction and development and land acquisition portfolio at the onset of the financial crisis (23% of our total loan portfolio in 2007), our loan portfolio experienced a variety of difficulties as a result of falling real estate prices, increased numbers of foreclosures and higher levels of unemployment. These factors put pressure on our loan portfolio and contributed to elevated levels of NPLs and charge-offs. In 2007, before the financial crisis, our NPLs were $340.7 million, and then peaked at $1.56 billion in 2009. Net charge-offs were $117.1 million in 2007, but reached a peak of $1.46 billion in 2009. We have substantially reduced the percentage of our loans that are in the residential construction and development and land acquisition portfolio (5% of our total loan portfolio as of December 31, 2013), and our credit quality trends continued to show broad-based improvement in 2013. At December 31, 2013, NPLs were $416.3 million, and total net charge-offs for 2013 were $135.4 million.
Our management continually monitors market conditions and economic factors throughout our footprint. While recent economic data suggest that overall economic conditions have improved, as supported by our improved credit trends, we cannot make any assurance that these economic conditions - both nationally and in our principal markets - will not worsen in the future. If these conditions were to worsen, then we could see a sharp increase in our total net charge-offs and also be required to significantly increase our allowance for loan losses. Furthermore, the demand for loans and our other products and services could decline. Any future increase in our non-performing assets and related increases in our provision for loan losses, coupled with a potential decrease in the demand for loans and our other products and services, would negatively affect our business and could have a material adverse effect on our capital, financial condition, results of operations and future growth.
We could realize additional future losses if our levels of non-performing assets increase and/or if we determine to sell certain non-performing assets and the proceeds we receive are lower than the carrying value of such assets.
We could realize additional future losses if the proceeds we receive upon dispositions of non-performing assets are less than the recorded carrying value of such assets, which could adversely affect our results of operations in future periods. Accordingly, we could realize an increased level of credit costs, and possibly losses, in any period during which we determine to dispose of an increased level of distressed assets. Further, although market conditions have improved in the past year, if market conditions experience another downturn, this could negatively impact our ability to dispose of distressed assets, and may result in higher credit losses on sales of distressed assets.
Our net interest income could be negatively affected by the low level of short-term interest rates and a decrease in total loans.
Net interest income, which is the difference between the interest income that we earn on interest-earning assets and the interest expense that we pay on interest-bearing liabilities, is a major component of our income. Our net interest income is our primary source of revenue from our operations. Interest rates during 2009 through 2013 have remained within the range of 0% to 0.25% as set by the Federal Reserve during 2008. A significant portion of our loans, including commercial real estate loans and commercial and industrial loans, bear interest at variable rates. In addition, in order to compete for deposits in our primary market areas, we may offer more attractive interest rates to depositors, or we may have to pursue other sources of liquidity, such as wholesale funds.
Our net interest income was $810.2 million for 2013, a decrease of 5.1% compared to net interest income of $854.1 million for 2012. Our total loans were $20.06 billion as of December 31, 2013 compared to $19.54 billion as of December 31, 2012. Any future decrease in loan yields or lower realized yields on investment securities could reduce our net interest income and could cause additional pressure on net interest income in future periods. This reduction in net interest income also may be exacerbated by the high level of competition that we face in our primary market area. Any significant reduction in our net interest income could negatively affect our business and could have a material adverse impact on our capital, financial condition and results of operations.
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If we pursue acquisitions in the future as part of our growth strategy, we may not be able to complete such acquisitions or successfully integrate bank or nonbank acquisitions into our existing operations.
While we have historically pursued acquisitions, we have not pursued any acquisitions since the economic downturn. As economic conditions have improved and we have returned to profitability, we may in the future pursue acquisitions of bank or nonbank operations as a growth strategy. We may not be successful in identifying suitable acquisition candidates and even if we identify such candidates we may not be successful in completing such acquisitions on favorable terms, if at all.
In particular, difficulties may arise in the integration of the business and operations of BHCs, banks and other nonbank entities we acquire and, as a result, we may not be able to achieve the cost savings and synergies that we expect will result from such transactions. Achieving cost savings is dependent on consolidating certain operational and functional areas, eliminating duplicative positions and terminating certain agreements for outside services. Additional operational savings are dependent upon the integration of the acquired entity’s businesses with our businesses, the conversion of core operating systems, data systems and products and the standardization of business practices. The integration could result in higher than expected deposit attrition, loss of key employees, disruption of our businesses or the businesses of the acquired company, or otherwise adversely affect our ability to maintain relationships with customers and employees or achieve the anticipated benefits of the acquisition.
In addition we must generally satisfy a number of meaningful conditions before we can complete an acquisition of another bank or BHC, including federal and/or state regulatory approvals. Also, under the Dodd-Frank Act, U.S. regulators must now take systemic risk into account when evaluating whether to approve a potential acquisition transaction. We cannot be certain when or if, or on what terms and conditions, any required regulatory approvals will be granted.
We are subject to a variety of operational risks, including reputational risk, legal risk, and regulatory and compliance risk, and the risk of fraud or theft by employees or outsiders, which may adversely affect our business and results of operations.
We are exposed to many types of operational risks, including reputational risk, legal and regulatory and compliance risk, the risk of fraud or theft by employees or outsiders, including unauthorized transactions by employees or operational errors, clerical or record-keeping errors or those resulting from faulty or disabled computer or telecommunications systems. See “Part I - Item 1. Business - Enterprise Risk Management” of this Report for further information. Negative public opinion can result from our actual or alleged conduct in any number of activities, including lending practices, corporate governance and acquisitions and from actions taken by government regulators and community organizations in response to those activities. Negative public opinion can adversely affect our ability to attract and keep customers and can expose us to litigation and regulatory action. Actual or alleged conduct by Synovus can result in negative public opinion about our other business. Negative public opinion could also affect our credit ratings, which are important to our access to unsecured wholesale borrowings.
Our business involves storing and processing sensitive consumer and business customer data. If personal, non-public, confidential or proprietary information of customers in our possession were to be mishandled or misused, we could suffer significant regulatory consequences, reputational damage and financial loss. Such mishandling or misuse could include, for example, if such information were erroneously provided to parties who are not permitted to have the information, either by fault of our systems, employees, or counterparties, or where such information is intercepted or otherwise inappropriately taken by third parties. Furthermore, a cyber-security breach could result in theft of such data.
Because the nature of the financial services business involves a high volume of transactions, certain errors may be repeated or compounded before they are discovered and successfully rectified. Our necessary dependence upon automated systems to record and process transactions and our large transaction volume may further increase the risk that technical flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect. We also may be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control (for example, computer viruses or electrical or telecommunications outages, or natural disasters, disease pandemics or other damage to property or physical assets) which may give rise to disruption of service to customers and to financial loss or liability. We are further exposed to the risk that our external vendors may be unable to fulfill their contractual obligations (or will be subject to the same risk of fraud or operational errors by their respective employees as we are) and to the risk that our (or our vendors') business continuity and data security systems prove to be inadequate. The occurrence of any of these risks could result in a diminished ability of us to operate our business (for example, by requiring us to expend significant resources to correct the defect), as well as potential liability to clients, reputational damage and regulatory intervention, which could adversely affect our business, financial condition or results of operations, perhaps materially.
Our information systems may experience an interruption or security breach, which could result in serious reputational harm to our business, disrupt our business and lead to significant costs and losses.
Failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers, including as a result of cyber-attacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses. As a large financial institution, we depend on our ability to process, record and monitor a large number of customer transactions on a continuous basis. As customer,
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public and regulatory expectations regarding operational and information security have increased, our operational systems and infrastructure must continue to be safeguarded and monitored for potential failures, disruptions and breakdowns. Our business, financial, accounting, data processing systems or other operating systems and facilities may stop operating properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control. For example, there could be sudden increases in customer transaction volume; electrical or telecommunications outages; natural disasters such as earthquakes, tornadoes, and hurricanes; disease pandemics; events arising from local or larger scale political or social matters, including terrorist acts; and, as described below, cyber-attacks. Although we have business continuity plans and other safeguards in place, our business operations may be adversely affected by significant and widespread disruption to our physical infrastructure or operating systems that support our businesses and customers.
Information security risks for large financial institutions such as Synovus have generally increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties. As noted above, our operations rely on the secure processing, transmission and storage of confidential information in our computer systems and networks. In addition, to access our products and services, our customers may use personal smartphones, tablet PC's, and other mobile devices that are beyond our control systems. Although we believe we have robust information security procedures and controls, our technologies, systems, networks, and our customers' devices may become the target of cyber-attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of Synovus' or our customers' confidential, proprietary and other information, or otherwise disrupt Synovus' or our customers' or other third parties' business operations. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.
Synovus is under continuous threat of loss due to hacking and cyber-attacks especially as we continue to expand customer capabilities to utilize internet and other remote channels to transact business. Two of the most significant cyber-attack risks that we face are e-fraud and loss of sensitive customer data. Loss from e-fraud occurs when cybercriminals breach and extract funds directly from customer or our accounts. The attempts to breach sensitive customer data, such as account numbers and social security numbers, are less frequent but could present significant reputational, legal and/or regulatory costs to us if successful. Our risk and exposure to these matters remains heightened because of the evolving nature and complexity of these threats from cybercriminals and hackers, our plans to continue to provide internet banking and mobile banking channels, and our plans to develop additional remote connectivity solutions to serve our customers. While we have not experienced any material losses relating to cyber-attacks or other information security breaches to date, we have been the subject of attempted hacking and cyber-attacks and there can be no assurance that we will not suffer such losses in the future. The occurrence of any cyber-attack or information security breach could result in potential liability to clients, reputational damage and the disruption of our operations, all of which could adversely affect our business, financial condition or results of operations.
We rely on other companies to provide key components of our business infrastructure.
Third parties provide key components of our business operations such as data processing, recording and monitoring transactions, online banking interfaces and services, Internet connections and network access. While we have selected these third-party vendors carefully, we do not control their actions. Any problems caused by these third parties, including those resulting from disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, cyber-attacks and security breaches at a vendor, failure of a vendor to provide services for any reason or poor performance of services, could adversely affect our ability to deliver products and services to our customers and otherwise conduct our business. Financial or operational difficulties of a third-party vendor could also hurt our operations if those difficulties interfere with the vendor's ability to serve us. Furthermore, our vendors could also be sources of operational and information security risk to us, including from breakdowns or failures of their own systems or capacity constraints. Replacing these third-party vendors could also create significant delay and expense. Accordingly, use of such third parties creates an unavoidable inherent risk to our business operations.
We may become subject to supervisory actions and enhanced regulation that could have a material negative effect on our business, reputation, operating flexibility, financial condition and the value of our Common Stock and Preferred Stock.
Under federal and state laws and regulations pertaining to the safety and soundness of insured depository institutions, state banking regulators, the Federal Reserve, and separately the FDIC as the insurer of bank deposits, each has the authority to compel or restrict certain actions on our part if any of them determine that we have insufficient capital or are otherwise operating in a manner that may be deemed to be inconsistent with safe and sound banking practices. In addition to examinations for safety and soundness, Synovus and its subsidiaries also are subject to continuous examination by state and federal banking regulators, including the newly formed CFPB, for compliance with various laws and regulations, as well as consumer compliance initiatives. As a result of this regulatory oversight and examination process, our regulators can require us to enter into GA DBF informal or formal supervisory agreements, including board resolutions, memoranda of understanding, written agreements and consent or cease and desist orders, pursuant to which we could be required to take identified corrective actions to address cited concerns, or to refrain from taking certain actions.
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As previously disclosed in 2009, Synovus was previously subject to the Synovus MOU with the Atlanta Fed and the GA DBF, and Synovus Bank was also previously subject to the Synovus Bank MOU. Both MOUs were terminated in the second quarter of 2013 and replaced with resolutions adopted by our Board and the Board of Synovus Bank. These board resolutions relate to, among other things, continued emphasis on improving asset quality and maintaining strong levels of capital and liquidity. In addition, Synovus is required to inform and consult with the applicable regulatory agencies in advance of declaring or paying any future dividends on its capital stock, including the Common Stock and the Series C Preferred Stock, with the understanding that those agencies could decide at any time that paying any dividends could be an unsafe or unsound banking practice.
If we are unable to comply with the terms of the board resolutions, or if we become subject to and are unable to comply with the terms of any future regulatory actions or directives, supervisory agreements, or orders, then we could become subject to additional, heightened supervisory actions and orders, possibly including consent orders, prompt corrective action restrictions and/or other regulatory actions, including prohibitions on the payment of dividends on our Common Stock and Series C Preferred Stock. If our regulators were to take such additional supervisory actions, then we could, among other things, become subject to significant restrictions on our ability to develop any new business, as well as restrictions on our existing business, and we could be required to raise additional capital, dispose of certain assets and liabilities within a prescribed period of time, or both. The terms of any such supervisory action could have a material negative effect on our business, reputation, operating flexibility, financial condition, and the value of our Common Stock. See “Part I - Item 1. Business - Supervision, Regulation, and Other Factors” in this Report for further information.
We are subject to regulatory initiatives applicable to financial institutions that could adversely impact our ability to attract and retain key employees and pursue business opportunities and could put us at a competitive disadvantage compared to our competitors.
Our financial success depends upon our ability to attract and retain highly motivated, well-qualified personnel. We face significant competition in the recruitment of qualified employees from financial institutions and others. The Dodd-Frank Act provides for the implementation of a variety of corporate governance and compensation practices applicable to all public companies, including Synovus, which may impact certain of Synovus' executive officers and employees. These provisions include, but are not limited to, requiring companies to “claw back” incentive compensation under certain circumstances, provide shareholders the opportunity to cast a non-binding vote on executive compensation, to consider the independence of compensation advisors and new executive compensation disclosure requirements. The Dodd-Frank Act also requires banking regulators to issue regulations or guidelines to prohibit incentive-based compensation arrangements that encourage inappropriate risk taking by providing excessive compensation or that may lead to material loss at certain financial institutions with $1 billion or more in assets. Such provisions with respect to compensation, in addition to other competitive pressures, may have an adverse effect on the ability of Synovus to attract and retain skilled personnel. Further, in June 2010, the Federal Reserve, the Office of the Comptroller of the Currency, the Office of Thrift Supervision, and the FDIC jointly issued comprehensive final guidance designed to ensure that incentive compensation policies do not undermine the safety and soundness of banking organizations by encouraging employees to take imprudent risks. This regulation significantly restricts the amount, form, and context in which we pay incentive compensation. These restrictions may put us at a competitive disadvantage compared to non-financial institutions in terms of attracting and retaining senior level employees.
Regulation of the financial services industry continues to undergo major changes, and future legislation could increase our cost of doing business or harm our competitive position.
On July 21, 2010, President Obama signed into law the Dodd-Frank Act, which substantially changed, and will continue to change, the legal and regulatory framework under which we operate. The Dodd-Frank Act brought about a significant overhaul of many aspects of the regulation of the financial-services industry, addressing, among other things, systemic risk, capital adequacy, deposit insurance assessments, consumer financial protection, interchange fees, derivatives, lending limits, mortgage lending practices, registration of investment advisors and changes among the bank regulatory agencies. Key provisions of the Dodd-Frank Act that have impacted or are likely to impact the operations of Synovus Bank or Synovus include:
• | 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 (the “Volcker Rule”). |
• | Application of new regulatory capital requirements, including changes to leverage and risk-based capital standards and changes to the components of permissible tiered capital. |
• | Requirement that the company and its subsidiary bank be well capitalized and well managed in order to engage in activities permitted for financial holding companies. |
• | Changes to the assessment base for deposit insurance premiums. |
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• | 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. |
Some of these and other major changes could materially impact the profitability of our business, the value of assets we hold or the collateral available for our loans, require changes to business practices or force us to discontinue businesses and expose us to additional costs, taxes, liabilities, enforcement actions and reputational risk. Many of these provisions became effective upon enactment of the Dodd-Frank Act, while others were subject to further study, rulemaking, and the discretion of regulatory bodies and have only recently taken effect or will take effect in coming years. In light of these significant changes and the discretion afforded to federal regulators, we cannot fully predict the effect that compliance with the Dodd-Frank Act or any implementing regulations will have on Synovus' businesses or its ability to pursue future business opportunities. Additional regulations resulting from the Dodd-Frank Act may materially adversely affect Synovus' business, financial condition or results of operations.
Certain other reform proposals under consideration could result in Synovus becoming subject to stricter capital requirements and leverage limits, and could also affect the scope, coverage, or calculation of capital, all of which could require us to reduce business levels or to raise capital, including in ways that may adversely impact our shareholders or creditors. See “Part I - Item 1. Business - Supervision, Regulation and Other Factors” of this Report for further information. We cannot predict whether new legislation will be enacted and, if enacted, the effect that it, or any regulations, would have on our business, financial condition, or results of operations.
If economic conditions worsen or regulatory capital rules are modified, we may be required to undertake additional strategic initiatives to improve our capital position.
During 2009 through 2013, Synovus executed a number of strategic capital initiatives to bolster our capital position against credit deterioration and to provide additional capital as Synovus pursued its aggressive asset disposition strategy. As of December 31, 2013, Synovus' Tier 1 capital ratio was 10.54%, its Tier 1 Common Equity Ratio was 9.93%, and Synovus and Synovus Bank were considered “well capitalized” under current regulatory standards. See “Part I - Item 1. Business - Supervision, Regulation and Other Factors - Prompt Corrective Action” of this Report for further information. This regulatory capital framework has recently changed in important respects as a result of the new rules implementing the Dodd-Frank Act and a separate, international regulatory capital initiative known as “Basel III” (collectively, the “Basel III Capital Rules”). Among other things, the Basel III Capital Rules raise the minimum thresholds for required capital and revise certain aspects of the definitions and elements of the capital that can be used to satisfy these required minimum thresholds. The Basel III Capital Rules also introduce a minimum “capital conservation buffer” equal to 2.5% of an organization’s total risk-weighted assets, which exists in addition to the required minimum CET1, Tier 1, and Total Capital ratios identified above. The “capital conservation buffer,” which must consist entirely of CET1, is designed to absorb losses during periods of economic stress. As of December 31, 2013, Synovus’ Tier 1 common equity ratio under Basel III is estimated to be 9.72%, which is in excess of the minimum common equity and additional conservation buffer stipulated by these newly proposed requirements. However, this estimate is based upon management’s interpretation of Basel III and could change based on future regulatory interpretations of Basel III.
While the rules became effective on January 1, 2014 for certain large banking organizations, most U.S. banking organizations, including Synovus and Synovus Bank, have until January 1, 2015 to begin complying with this new framework. Regardless, complying with these new capital requirements will likely affect our operations, and the extent to which we will be affected will be known with more certainty once additional clarity is provided on the underlying details of these new requirements.
In addition, on May 14, 2012, the banking agencies issued guidance on stress testing for banking organizations with more than $10 billion in total consolidated assets, which outlines four “high-level” principles for stress testing practices that should be a part of a banking organization's stress-testing framework. Regulators have stated that they expect banking organizations subject to the guidance to comply with these principles when conducting stress testing in accordance with the Dodd-Frank Act requirements, discussed above. The guidance calls for a banking organization’s stress testing framework to (1) include activities and exercises that are tailored to and sufficiently capture the banking organization's exposures, activities and risks; (2) employ multiple conceptually sound stress testing activities and approaches; (3) be forward-looking and flexible; and (4) be clear, actionable, well-supported, and used in the decision-making process.
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Under the new “stress testing” requirements, banking organizations with total consolidated assets of more than $10 billion but less than $50 billion are required to conduct annual company-run stress tests, report the results to their primary federal regulator and the Federal Reserve Board, and publish a summary of the results. Under the rules, stress tests must be conducted using certain scenarios that the Federal Reserve Board will publish by November 15 of each year. These new rules require a banking organization with between $10 and $50 billion in assets to conduct its first stress test using financial statement data as of September 30, 2013, and to report the results by March 31, 2014. In addition, the rules will require such organizations to begin publicly disclosing a summary of certain stress test results in 2015 with respect to the stress test conducted in the fall of 2014. This public disclosure of these stress tests could result in reputational harm if our results are worse than those of our competitors.
Moreover, the federal bank regulators have issued a series of guidance and rulemakings applicable to “large banks.” While many of these do not currently apply to us due to our asset size, these issuances could impact industry capital standards and practices in many potentially unforeseeable ways.
Synovus continues to actively monitor economic conditions, evolving industry capital standards, and changes in regulatory standards and requirements, and engages in regular discussions with its regulators regarding capital at both Synovus and Synovus Bank. As part of its ongoing management of capital, Synovus will continue to identify, consider, and pursue additional strategic initiatives to bolster its capital position as deemed necessary, including strategies that may be required to meet the requirements of Basel III and other regulatory initiatives regarding capital. The need to maintain more capital and greater liquidity than historically has been required could limit our business activities, including lending, and our ability to expand, either organically or through future acquisitions. It could also result in us taking steps to increase our capital that may be dilutive to shareholders or limit our ability to pay dividends or otherwise return capital to shareholders.
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, may adversely affect our capital resources, liquidity and financial results.
We may be unable to access historical and alternative sources of liquidity, including the capital markets, brokered deposits and borrowings from the FHLB, which could adversely affect our overall liquidity. Liquidity represents the extent to which we have readily available sources of funding needed to meet the needs of our depositors, borrowers and creditors; to support asset growth, and to otherwise sustain our operations and the operations of our subsidiary bank. In managing our consolidated balance sheet, we depend on access to a variety of sources of funding to provide us with sufficient capital resources and liquidity to meet our commitments and business needs, and to accommodate the transaction and cash management needs of our customers. Sources of funding available to us, and upon which we rely as regular components of our liquidity and funding management strategy, include borrowings from the FHLB and brokered deposits. See “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity” and “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources” of this Report for further information. We also have historically enjoyed a solid reputation in the capital markets and have been able to raise funds in the form of either short- or long-term borrowings or equity or debt issuances. If, due to market disruptions, perceptions about our credit ratings or other factors, we are unable to access the capital markets in the future, our capital resources and liquidity may be adversely affected.
In general, the amount, type and cost of our funding, including from other financial institutions, the capital markets and deposits, directly impacts our costs in operating our business and growing our assets and can therefore positively or negatively affect our financial results. A number of factors could make funding more difficult, more expensive or unavailable on any terms, including, but not limited to, further reductions in our debt ratings, financial results and losses, changes within our organization, specific events that adversely impact our reputation, disruptions in the capital markets, specific events that adversely impact the financial services industry, counterparty availability, changes affecting our assets, the corporate and regulatory structure, interest rate fluctuations, general economic conditions and the legal, regulatory, accounting and tax environments governing our funding transactions. Also, we compete for funding with other banks and similar companies, many of which are substantially larger, and have more capital and other resources than we do. In addition, as some of these competitors consolidate with other financial institutions, these advantages may increase. Competition from these institutions may increase the cost of funds.
For Synovus Bank, the primary source of liquidity is the growth and retention of deposits. In the current competitive environment, customer confidence is a critical element in growing and retaining deposits. In this regard, Synovus Bank's asset quality could play a larger role in the stability of the deposit base. In the event asset quality declines significantly from its current level or is perceived to be less than that of our competitors, Synovus Bank's ability to grow and retain deposits could be diminished.
In addition to bank level liquidity management, Synovus must manage liquidity at the Parent Company for various needs including potential capital infusions into subsidiaries, the servicing of debt, and the payment of dividends on our Common Stock and Preferred Stock.The primary source of liquidity for Synovus consists of dividends from Synovus Bank which is governed by certain rules and regulations of the GA DBF and FDIC. Synovus received $680.0 million in dividends from Synovus Bank in 2013 but did not receive any dividends from Synovus Bank during 2012 and 2011. Synovus' ability to receive dividends from Synovus Bank in future periods will depend on a number of factors, including, without limitation, Synovus Bank's future profits, asset quality and overall condition. See “Part I - Item 1A. Risk Factors - We may not be able to generate sufficient cash to service all
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of our debt and repay maturing debt obligations.” of this Report. In addition, under a resolution adopted by its Board, Synovus Bank is currently prohibited from paying any cash dividends to the Parent Company without regulatory approval, and other GA DBF rules and related statutes contain additional restrictions on payments of dividends by Synovus Bank. See "Part I - Item 1. Business - Supervision, Regulatory and Other Factors - Dividends" of this Report for further information. Synovus expects that it will receive dividends from Synovus Bank in 2014. If Synovus does not receive dividends from Synovus Bank in 2014, its liquidity could be adversely affected. In addition to dividends from Synovus Bank, we have historically had access to a number of alternative sources of liquidity, including the capital markets, but there is no assurance that we will be able to obtain such liquidity on terms that are favorable to us, or at all. If our access to these traditional and alternative sources of liquidity is diminished or only available on unfavorable terms, then our overall liquidity and financial condition will be adversely affected.
Our status as a non-investment grade issuer could increase the cost of our funding from the capital markets and impact our liquidity.
Our long-term debt is currently rated as below investment grade by Moody's Investors Service, Standard and Poor's Ratings Services and Fitch Ratings. The ratings agencies regularly evaluate us and Synovus Bank, and their ratings of our long-term debt are based on a number of factors, including our financial strength as well as factors not entirely within our control, including conditions affecting the financial services industry generally. We cannot predict whether existing customer relationships or opportunities for future relationships could be further affected by customers who choose to do business with a higher rated institution. See “Part I - Item 1A. Risk Factors - 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, may adversely affect our capital resources, liquidity and financial results.” of this Report.
We may not be able to generate sufficient cash to service all of our debt and repay maturing debt obligations.
As of December 31, 2013, Synovus and its consolidated subsidiaries had $2.03 billion of long-term debt outstanding. Our ability to make scheduled payments of principal and interest or to satisfy our obligations in respect of our debt, to refinance our debt or to fund capital expenditures will depend on our future financial and operating performance and our ability to maintain adequate liquidity. Prevailing economic conditions (including interest rates), regulatory constraints, including, among other things, on distributions to us from our subsidiaries and required capital levels with respect to our subsidiary bank and financial subsidiaries, business and other factors, many of which are beyond our control, may also affect our ability to meet these needs. We may not be able to generate sufficient cash flows from operations, or obtain future borrowings in an amount sufficient to enable us to pay our debt, or to fund our other liquidity needs. We may need to refinance all or a portion of our debt on or before maturity, and we may not be able to refinance any of our debt when needed on commercially reasonable terms or at all. If our cash flow and capital resources are insufficient to fund our debt obligations, we may be forced to reduce or delay investments in our business, sell assets, seek to obtain additional equity or debt financing or restructure our debt on terms that may not be favorable to us.
We may be unable to pay dividends on our Common Stock and Preferred Stock.
Holders of our Common Stock and Preferred Stock are only entitled to receive such dividends as our Board may declare out of funds legally available for such payments. Although we have historically paid a quarterly cash dividend to the holders of our Common Stock and Preferred Stock we are not legally required to do so. Further, the Federal Reserve could decide at any time that paying any dividends on our Common Stock or Preferred Stock could be an unsafe or unsound banking practice. Finally, under a resolution adopted by our Board, we are required to, among other things, inform and consult with applicable regulatory agencies in advance of declaring or paying any future dividends, with the understanding that those regulatory agencies could decide at any time that paying any dividends could be an unsafe or unsound banking practice. The reduction or elimination of dividends paid on our Common Stock or Preferred Stock could adversely affect the market price of our Common Stock or Preferred Stock, as applicable. In addition, if we fail to pay dividends on our Series C Preferred Stock for six quarters, whether or not consecutive, the holders of the Series C Preferred Stock shall be entitled to certain rights to elect two directors to our board of directors.
For a discussion of current regulatory limits on our ability to pay dividends, see “Part I - Item 1. Business - Supervision, Regulation and Other Factors - Dividends,” “Part I - Item 1A - Risk Factors - We may become subject to supervisory actions and enhanced regulation that could have a material negative effect on our business, reputation, operating flexibility, financial condition and the value of our Common Stock and Preferred Stock.” and “Part II - Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities - Dividends” in this Report for further information.
We may not be able to realize our deferred tax assets in the future and they may be subject to additional valuation allowances, which could adversely affect our operating results and regulatory capital ratios.
As of December 31, 2013, Synovus had $744.6 million in net deferred tax assets, of which $618.5 million was disallowed when calculating regulatory capital. Management assesses the valuation allowance recorded against deferred tax assets at each reporting period. The determination of whether a valuation allowance for deferred tax assets is appropriate is subject to considerable judgment and requires an evaluation of all positive and negative evidence. In 2012, management concluded that substantially all
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of its deferred tax assets would be realized based upon future taxable income resulting in significant reduction in the valuation allowance. Synovus had a valuation allowance of $14.6 million at December 31, 2013, which is related to specific state income tax credits that have various expiration dates through the tax year 2018 and are expected to expire before they can be utilized.
The valuation allowance could fluctuate in future periods based on the assessment of the positive and negative evidence. If actual results differ significantly from the current estimates of future taxable income, even if caused by adverse macro-economic conditions, the valuation allowance may need to be increased for some or all of Synovus' deferred tax asset. Such an increase to the deferred tax asset valuation allowance could have a material adverse effect on our financial condition and results of operations. See “Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Income Tax Expense” and "Part II - Item 8. Financial Statements and Supplementary Data - Note 24 - Income Taxes" in this Report for further information.
Issuances or sales of Common Stock or other equity securities could result in an “ownership change” as defined for U.S. federal income tax purposes. In the event an “ownership change” were to occur, our ability to fully utilize a significant portion of our U.S. federal and state tax net operating losses and certain built-in losses that have not been recognized for tax purposes could be impaired as a result of the operation of Section 382 of the Code.
Our ability to use certain realized NOLs and unrealized built-in losses to offset future taxable income may be significantly limited if we experience an “ownership change” as defined by Section 382 of the Code. An ownership change under Section 382 generally occurs when a change in the aggregate percentage ownership of the stock of the corporation held by “five percent shareholders” increases by more than fifty percentage points over a rolling three year period. A corporation experiencing an ownership change generally is subject to an annual limitation on its utilization of pre-change losses and certain post-change recognized built-in losses equal to the value of the stock of the corporation immediately before the “ownership change,” multiplied by the long-term tax-exempt rate (subject to certain adjustments). The annual limitation is increased each year to the extent that there is an unused limitation in a prior year. Since U.S. federal net operating losses generally may be carried forward for up to 20 years, the annual limitation also effectively provides a cap on the cumulative amount of pre-change losses and certain post-change recognized built-in losses that may be utilized. Pre-change losses and certain post-change recognized built in losses in excess of the cap are effectively unable to be used to reduce future taxable income. In some circumstances, issuances or sales of our stock (including any Common Stock or other equity issuances or debt-for-equity exchanges and certain transactions involving our stock that are outside of our control) could result in an “ownership change” under Section 382.
In April 2010, we adopted a Rights Plan, which was approved by our shareholders in April 2011 at our 2011 annual meeting. In April 2013, our Board extended the Rights Plan to April 26, 2016. The Rights Plan provides an economic disincentive for any one person or group acting in concert to become an owner, for relevant tax purposes, of 5% or more of our stock and is intended to protect our NOLs from the potential negative consequence of an ownership change as defined under Section 382 of the Internal Revenue Code.
While adoption of the Rights Plan should reduce the likelihood that future transactions in our stock will result in an ownership change, there can be no assurance that the Rights Plan will be effective to deter a stockholder from increasing its ownership interests beyond the limits set by the Rights Plan or that an ownership change will not occur in the future, especially if the Rights Plan is not extended or a new Rights Plan is not adopted when the current Rights Plan terminates. Furthermore, our ability to enter into future transactions, including those requiring the issuance of additional ownership interests, may be impaired if such transactions result in an unanticipated “ownership change” under Section 382. If an “ownership change” under Section 382 were to occur, the value of our net operating losses and a portion of the net unrealized built-in losses will be impaired.
We may be required to repurchase mortgage loans or indemnify mortgage loan purchasers as a result of breaches of representations and warranties, borrower fraud, or certain borrower defaults, which could harm our liquidity, results of operations and financial condition.
Synovus Mortgage sells the majority of all the mortgage loans that it originates. While the loans are sold without recourse, the purchase agreements require Synovus Mortgage to make certain representations and warranties regarding the existence and sufficiency of file documentation and the absence of fraud by borrowers or other third parties such as appraisers in connection with obtaining the loan. If it is determined that loans sold were in breach of these representations or warranties, Synovus Mortgage has obligations to either repurchase the loan at the unpaid principal balance and related investor fees or make the purchaser whole for any economic losses associated with the loan. In addition, the Dodd-Frank Act contains provisions designed to address perceived deficiencies in the residential mortgage loan origination and underwriting process, in part by creating new documentation requirements and underwriting criteria and increasing the potential liability of Synovus and Synovus Mortgage to their customers if Synovus and Synovus Mortgage fail to take steps to ensure and document that each borrower has the capacity and the ability to repay their loans.
To date, repurchase activity pursuant to the terms of these representations and warranties has been minimal and has primarily been associated with loans originated from 2005 through 2008. From January 1, 2005 through December 31, 2013, Synovus Mortgage originated and sold approximately $7.9 billion of first lien GSE eligible mortgage loans and approximately $3.4 billion
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of first and second lien non-GSE eligible mortgage loans. The total expense pertaining to losses from repurchases of mortgage loans previously sold, including amounts accrued in accordance with ASC 450, was $1.7 million, $6.7 million and $4.1 million, for the years ended December 31, 2013, 2012, and 2011, respectively. The total accrued liability related to mortgage repurchase claims was $4.1 million and $5.2 million at December 31, 2013 and 2012, respectively.
The Consumer Financial Protection Bureau, or CFPB, recently issued “ability-to-repay” and “qualified mortgage” rules that may have a negative impact on our loan origination process and foreclosure proceedings, which could adversely affect our business, operating results and financial condition.
Pursuant to its new authority, in January 2013, the CFPB adopted a rule that implements the ability-to-repay and qualified mortgage provisions of the Dodd-Frank Act (the “ATR/QM rule”). In May, July and October 2013 the CFPB issued rules amending certain provisions of the ATR/QM rule. The final ATR/QM rule, which took effect on January 10, 2014, will likely impact our residential mortgage lending practices, and the residential mortgage market generally.
The ATR/QM rule requires lenders to consider, among other things, income, employment status, assets, payment amounts, and credit history before approving a mortgage, and provides a compliance “safe harbor” for lenders that issue certain “qualified mortgages.” The ATR/QM rule defines a “qualified mortgage” to have certain specified characteristics, and generally prohibit loans with negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years from being qualified mortgages. The rule also establishes general underwriting criteria for qualified mortgages, including that monthly payments be calculated based on the highest payment that will apply in the first five years of the loan and that the borrower have a total debt-to-income ratio that is less than or equal to 43 percent. While “qualified mortgages” will generally be afforded safe harbor status, a rebuttable presumption of compliance with the ability-to-repay requirements will attach to “qualified mortgages” that are “higher priced mortgages” (which are generally subprime loans). As the definition of “qualified mortgage” provides either a safe harbor or a rebuttable presumption of compliance with the ability-to-repay requirements, the definition is expected to establish the parameters for the majority of consumer mortgage lending in the U.S.
Reflecting the CFPB's focus on the residential mortgage lending market, the CFPB has also issued rules to implement requirements of the Dodd-Frank Act pertaining to mortgage loan origination (including with respect to loan originator compensation and loan originator qualifications) and has proposed, but not finalized, integrated mortgage disclosure rules that will replace and combine certain existing requirements under the Truth in Lending Act and the Real Estate Settlement Procedures Act. The CFPB has indicated that it expects to issue additional mortgage-related rules in the future.
The new “qualified mortgage” rules may increase our compliance burden and reduce our lending flexibility and discretion, which could negatively impact our ability to originate new loans and the cost of originating new loans. Any loans that we make outside of the “qualified mortgage” criteria could expose us to an increased risk of liability and reduce or delay our ability to foreclose on the underlying property. Additionally, qualified “higher priced mortgages” only provide a rebuttable presumption of compliance and thus may be more susceptible to challenges from borrowers. It is difficult to predict how the CFPB's “qualified mortgage” rules will impact us when they take effect, but any decreases in loan origination volume or increases in compliance and foreclosure costs could negatively affect our business, operating results and financial condition.
The costs and effects of litigation, investigations or similar matters involving us or other financial institutions or counterparties, or adverse facts and developments related thereto, could materially affect our business, operating results and financial condition.
We may be involved from time to time in a variety of litigation, investigations, inquiries or similar matters arising out of our business, including those described in “Part I - Item 3. Legal Proceedings” and "Part II - Item 8. Financial Statements and Supplementary Data - Note 21 - Legal Proceedings" of this Report. Synovus cannot predict the outcome of these or any other legal matters. We establish reserves for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. We may still incur legal costs for a matter even if we have not established a reserve. In addition, the actual cost of resolving a legal claim may be substantially higher than any amounts reserved for that matter. For those legal matters where the amounts associated with the claims are not probable and the costs cannot be reasonably estimated, Synovus estimates a range of reasonably possible losses. As of December 31, 2013, Synovus' management currently estimates the aggregate range of reasonably possible losses resulting from our outstanding litigation, including, without imitation, the matters described in this Report is from zero to $25.0 million. This estimated aggregate range is based upon information currently available to Synovus, and the actual losses could prove to be higher (or lower). As there are further developments in these legal matters, Synovus will reassess these matters and the estimated range of reasonably possible losses may change as a result of this assessment. In addition, in the future, we may need to record additional litigation reserves with respect to these matters. Further, regardless of how these matters proceed, it could divert our management's attention and other resources away from our business.
Our insurance may not cover all claims that may be asserted against it and indemnification rights to which we are entitled may not be honored, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the ultimate judgments or settlements in any litigation or investigation significantly exceed our insurance coverage, they could have a material adverse effect on our business, financial condition and results of operations. In addition, premiums for insurance
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covering the financial and banking sectors are rising. We may not be able to obtain appropriate types or levels of insurance in the future, nor may we be able to obtain adequate replacement policies with acceptable terms or at historic rates, if at all.
Our stock price is subject to fluctuations, and the value of your investment may decline.
The trading price of our Common Stock is subject to wide fluctuations. The stock market in general, and the market for the stocks of commercial banks and other financial services companies in particular, has experienced significant price and volume fluctuations that sometimes have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry factors may seriously harm the market price of our Common Stock, regardless of our operating performance, and the value of your investment may decline.
ITEM 1B. UNRESOLVED STAFF COMMENTS
NONE.
ITEM 2. PROPERTIES
We and our subsidiaries own or lease all of the real property and/or buildings in which we operate business. All of such buildings are in a good state of repair and are appropriately designed for and are suitable for the purposes for which they are used.
As of December 31, 2013, we and our subsidiaries owned 270 facilities encompassing approximately 2,425,172 square feet and leased from third parties 70 facilities encompassing approximately 782,938 square feet. The owned and leased facilities are primarily comprised of office space from which we conduct our business. The following table provides additional information with respect to our leased facilities:
Table 6 - Properties | |||||
Square Footage | Number of Locations | Average Square Footage | |||
Under 3,000 | 14 | 1,604 | |||
3,000 – 9,999 | 39 | 4,918 | |||
10,000 – 18,999 | 4 | 14,091 | |||
19,000 – 30,000 | 6 | 24,713 | |||
Over 30,000 | 7 | 52,005 | |||
See "Part II - Item 8. Financial Statements and Supplementary Data - Note 20 - Commitments and Contingencies' of this Report for further information.
ITEM 3. LEGAL PROCEEDINGS
Synovus and its subsidiaries are subject to various legal proceedings and claims that arise in the ordinary course of its business. Additionally, in the ordinary course of business, Synovus and its subsidiaries are subject to regulatory examinations, information gathering requests, inquiries and investigations. In the wake of the recent financial credit crisis, Synovus, like many other financial institutions, has become the target of numerous legal actions and other proceedings asserting claims for damages and related relief for losses resulting from the recent financial crisis. These actions include claims and counterclaims asserted by individual borrowers related to their loans and allegations of violations of state and federal laws and regulations relating to banking practices, including several purported putative class action matters. In addition to actual damages if Synovus does not prevail in any asserted legal action, credit-related litigation could result in additional write-downs or charge-offs of assets, which could adversely affect Synovus' results of operations during the period in which the write-down or charge-off occurred.
Based on our current knowledge and advice of counsel, management presently does not believe that the liabilities arising from these legal matters will have a material adverse effect on Synovus' consolidated financial condition, operating results or cash flows. However, it is possible that the ultimate resolution of these legal matters could have a material adverse effect on Synovus' results of operations and financial condition for any particular period. For additional information, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 21 - Legal Proceedings" of this Report, which Note is incorporated in this Item 3 by this reference.
ITEM 4. MINE SAFETY DISCLOSURES
NOT APPLICABLE.
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Part II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES
Shares of our Common Stock are traded on the NYSE under the symbol “SNV.” On February 27, 2014, the closing price per share of our Common Stock as quoted, at the end of regular trading, on the NYSE was $3.47.
Market and Stock Price Information
The table below sets forth the high and low sales prices of our Common Stock during the years ended December 31, 2013 and December 31, 2012 as reported on the NYSE.
Table 7 – Stock Price Information | High | Low | ||||
2013 | ||||||
Quarter ended December 31, 2013 | $ | 3.61 | 3.17 | |||
Quarter ended September 30, 2013 | 3.52 | 2.90 | ||||
Quarter ended June 30, 2013 | 2.92 | 2.46 | ||||
Quarter ended March 31, 2013 | $ | 2.90 | 2.41 | |||
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 | |||
As of February 13, 2014, there were 972,411,548 shares of Synovus Common Stock issued and outstanding and 19,161 shareholders of record of Synovus Common Stock, some of which are holders in nominee name for the benefit of a number of different shareholders.
Dividends
The table below sets forth information regarding dividends declared on our Common Stock during the years ended December 31, 2013 and 2012.
Table 8 – Dividends | Date Paid | Per Share Amount | |||
2013 | |||||
Quarter ended December 31, 2013 | January 2, 2014 | $ | 0.01 | ||
Quarter ended September 30, 2013 | October 1, 2013 | 0.01 | |||
Quarter ended June 30, 2013 | July 1, 2013 | 0.01 | |||
Quarter ended March 31, 2013 | April 1, 2013 | $ | 0.01 | ||
2012 | |||||
Quarter ended December 31, 2012 | January 2, 2013 | $ | 0.01 | ||
Quarter ended September 30, 2012 | October 1, 2012 | 0.01 | |||
Quarter ended June 30, 2012 | July 2, 2012 | 0.01 | |||
Quarter ended March 31, 2012 | April 2, 2012 | $ | 0.01 | ||
In addition to dividends paid on Synovus’ Common Stock, Synovus paid dividends of $33.7 million and $48.4 million to the U.S. Treasury on its Series A Preferred Stock during 2013 and 2012, respectively. On July 26, 2013, Synovus redeemed all 967,870 shares of its Series A Preferred Stock. During 2013, Synovus also paid dividends of $2.7 million on its Series C Preferred Stock, which was issued in July 2013.
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Synovus has historically paid a quarterly cash dividend to the holders of its Common Stock. Management closely monitors trends and developments in credit quality, liquidity (including dividends from subsidiaries), financial markets and other economic trends, as well as regulatory requirements regarding the payment of dividends, all of which impact Synovus' capital position, and will continue to periodically review dividend levels to determine if they are appropriate in light of these factors and the restrictions on payment of dividends described below.
Under the laws of the State of Georgia, we, as a business corporation, may declare and pay dividends in cash or property unless the payment or declaration would be contrary to restrictions contained in our Articles of Incorporation, or unless, after payment of the dividend, we would not be able to pay our debts when they become due in the usual course of our business, or our total assets would be less than the sum of our total liabilities. In addition, we are also subject to federal regulatory capital requirements that effectively limit the amount of cash dividends, if any, that we may pay.
Synovus' ability to pay dividends is partially dependent upon dividends and distributions that it receives from Synovus Bank and its non-banking subsidiaries, which are restricted by various regulations administered by federal and state bank regulatory authorities. Synovus received $680.0 million in dividends from Synovus Bank in 2013 but did not receive any dividends from Synovus Bank during 2012 and 2011. Synovus' ability to receive dividends from Synovus Bank in future periods will depend on a number of factors, including, without limitation, Synovus Bank's future profits, asset quality, liquidity and overall financial condition. See "Part I - Item 1. Business - Supervision, Regulation and Other Factors - Dividends" of this Report for further information.
As a result of the board resolutions described in “Part I - Item 1. Business - Supervision, Regulation, and Other Factors" of this Report, we are required to inform and consult with applicable regulatory agencies in advance of declaring or paying any future dividends on our capital stock, including our Common Stock and Series C Preferred Stock, with the understanding that those regulatory agencies could decide at any time that paying any dividends could be an unsafe or unsound banking practice. In the current financial and economic environment, the Federal Reserve Board has indicated that bank holding companies should carefully review their dividend policy and has in some cases discouraged payment unless both asset quality and capital are very strong. In addition, pursuant to the terms of the Synovus Bank board resolution, Synovus Bank cannot pay any cash dividends without the approval of the FDIC and the Georgia Commissioner. Additionally, Synovus is subject to contractual restrictions that limit its ability to pay dividends if there is an event of default under such contract. Synovus in the future may become subject to additional supervisory actions and/or enhanced regulation that could have a material negative effect on business, operating flexibility, financial condition, and the value of our Common Stock and Preferred Stock.
See “Part I - Item 1. Business - Supervision, Regulation and Other Factors - Dividends," "Part I - Item 1A. Risk factors - We may become subject to supervisory actions and enhanced regulation that could have a material negative effect on our business, reputation, operating flexibility, financial condition and the value of our Common Stock and Preferred Stock.” and “Part I - Item 1A. Risk Factors - We may be unable to pay dividends on our Common Stock and Preferred Stock.” of this Report for additional information regarding dividends on Synovus stock.
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Stock Performance Graph
The following graph compares the yearly percentage change in cumulative shareholder return on Synovus stock with the cumulative total return of the Standard & Poor's 500 Index and the KBW Regional Bank Index for the last five fiscal years (assuming a $100 investment on December 31, 2008 and reinvestment of all dividends).
Table 9 - Stock Performance | ||||||||||||||||||
2008 | 2009 | 2010 | 2011 | 2012 | 2013 | |||||||||||||
Synovus | $ | 100 | 25.18 | 32.92 | 18.08 | 31.93 | 47.44 | |||||||||||
Standard & Poor's 500 Index | 100 | 125.92 | 144.58 | 147.6 | 171.04 | 225.85 | ||||||||||||
KBW Regional Bank Index | $ | 100 | 77.69 | 93.37 | 88.49 | 100.17 | 146.56 | |||||||||||
Issuer Purchases of Equity Securities
Synovus did not repurchase any shares of Common Stock during 2012 or 2013.
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ITEM 6. SELECTED FINANCIAL DATA
Table 10 - Selected Financial Data | Years Ended December 31, | ||||||||||||||||
(in thousands, except per share data) | 2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||
Income Statement | |||||||||||||||||
Total revenues(1) | $ | 1,060,818 | 1,128,941 | 1,188,021 | 1,292,951 | 1,406,913 | |||||||||||
Net interest income | 810,192 | 854,117 | 924,154 | 986,333 | 1,010,310 | ||||||||||||
Provision for loan losses | 69,598 | 320,369 | 418,795 | 1,131,274 | 1,805,599 | ||||||||||||
Non-interest income | 253,571 | 313,966 | 338,874 | 305,347 | 410,670 | ||||||||||||
Non-interest income excluding investment securities (gains)losses, net | 250,627 | 274,824 | 263,827 | 306,618 | 396,603 | ||||||||||||
Non-interest expense | 741,537 | 816,237 | 903,765 | 1,009,576 | 1,221,289 | ||||||||||||
Income (loss) from continuing operations, net of income taxes | 159,383 | 830,209 | (60,844) | (834,019) | (1,433,931) | ||||||||||||
Income from discontinued operations, net of income taxes(2) | — | — | — | 43,162 | 4,590 | ||||||||||||
Net income (loss) | 159,383 | 830,209 | (60,844) | (790,857) | (1,429,341) | ||||||||||||
Net income (loss) attributable to non-controlling interest | — | — | (220) | (179) | 2,364 | ||||||||||||
Net income (loss) available to controlling interest | 159,383 | 830,209 | (60,624) | (790,678) | (1,431,705) | ||||||||||||
Dividends and accretion of discount on preferred stock | 40,830 | 58,703 | 58,088 | 57,510 | 56,966 | ||||||||||||
Net income (loss) available to common shareholders | 118,553 | 771,506 | (118,712) | (848,188) | (1,488,671) | ||||||||||||
Per share data | |||||||||||||||||
Basic net income (loss) per common share: | |||||||||||||||||
Net income (loss) from continuing operations available to common shareholders | 0.13 | 0.98 | (0.15) | (1.30) | (4.00) | ||||||||||||
Net income (loss) available to common shareholders | 0.13 | 0.98 | (0.15) | (1.24) | (3.99) | ||||||||||||
Diluted net income (loss) per common share: | |||||||||||||||||
Net income (loss) from continuing operations available to common shareholders | 0.13 | 0.85 | (0.15) | (1.30) | (4.00) | ||||||||||||
Net income (loss) available to common shareholders | 0.13 | 0.85 | (0.15) | (1.24) | (3.99) | ||||||||||||
Cash dividends declared on Common Stock | 0.04 | 0.04 | 0.04 | 0.04 | 0.04 | ||||||||||||
Balance Sheet | |||||||||||||||||
Investment securities available for sale | 3,199,358 | 2,981,112 | 3,690,125 | 3,440,268 | 3,188,735 | ||||||||||||
Loans, net of deferred fees and costs | 20,057,798 | 19,541,690 | 20,079,813 | 21,585,763 | 25,383,068 | ||||||||||||
Deposits | 20,876,790 | 21,057,044 | 22,411,752 | 24,500,304 | 27,433,533 | ||||||||||||
Long-term debt | 2,033,141 | 1,726,455 | 1,364,727 | 1,808,161 | 1,751,592 | ||||||||||||
Total shareholders’ equity | 2,948,985 | 3,569,431 | 2,827,452 | 2,997,918 | 2,851,041 | ||||||||||||
Average total shareholders’ equity | 3,295,497 | 2,859,127 | 2,907,339 | 3,134,335 | 3,285,014 | ||||||||||||
Average total assets | $ | 26,329,244 | $ | 26,369,321 | $ | 28,512,193 | 31,966,180 | 34,423,617 | |||||||||
Performance ratios and other data | |||||||||||||||||
Return on average assets | 0.61 | % | 3.15 | (0.21) | (2.47) | (4.16) | |||||||||||
Return on average equity | 4.84 | 29.04 | (2.09) | (25.23) | (43.58) | ||||||||||||
Net interest margin | 3.40 | 3.50 | 3.51 | 3.36 | 3.19 | ||||||||||||
Dividend payout ratio(3) | 30.77 | 4.71 | nm | nm | nm | ||||||||||||
Average shareholders’ equity to average assets | 12.52 | 10.84 | 10.20 | 9.81 | 9.54 | ||||||||||||
Tangible common equity to tangible assets ratio(4) | 10.68 | 9.66 | 6.81 | 6.73 | 5.74 | ||||||||||||
Earnings to fixed charges ratio | 2.19 | x | 0.87 | x | 0.59 | x | nm | nm | |||||||||
Average common shares outstanding, basic | 892,462 | 786,466 | 785,272 | 685,186 | 372,943 | ||||||||||||
Average common shares outstanding, diluted | 939,580 | 910,102 | 785,272 | 685,186 | 372,943 | ||||||||||||
(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 and 2009 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) | Determined by dividing cash dividends declared per common share by diluted net income per share. |
(4) | 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. |
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ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Executive Summary
The following financial review provides a discussion of Synovus' financial condition, changes in financial condition, and results of operations as well as a summary of Synovus' critical accounting policies. This section should be read in conjunction with the audited consolidated financial statements and accompanying notes included in Part II Item 8 - Financial Statements and Supplementary Data of this Report.
Economic Overview
The consensus opinion, heading into the final quarter of 2013, was for the Federal Reserve to defer the tapering of its Quantitative Easing program until 2014 (after September’s announcement that no action would be taken, due in part to an imminent government shutdown and increased global risk). However, in December 2013 the Federal Reserve decided to implement a taper of $10 billion, an amount that would evenly reduce both Treasury securities and agency mortgage-backed securities purchases. This action was interpreted by the market as positive evidence of the Federal Reserve’s belief that domestic economic recovery is on solid footing and indicates a healthier economic outlook than that offered at the beginning of 2013.
The unemployment rate declined to 6.7% at the close of 2013, compared to 2012's closing unemployment level of 7.8%; organic job growth and demographic shifts that fostered labor force declines combined to push the rate downward. Within the Synovus footprint (Georgia, Alabama, South Carolina, Tennessee and Florida), most Metropolitan Statistical Areas (MSAs) showed declining unemployment, some mainly due to organic job growth (e.g., Tampa-St. Petersburg-Clearwater, Florida MSA), and others due to labor force reductions (e.g., Birmingham-Hoover, Alabama MSA). Within the Synovus MSA footprint, the lowest unemployment rate for 2013 was 4.5% in the Crestview-Fort Walton Beach-Destin, Florida MSA, while the highest MSA unemployment rate was 9.5% in the Dalton, Georgia MSA (though this market exhibited a more than 300 bps improvement during the fourth quarter of 2013). Tennessee is the only Synovus footprint state that concluded the 2013 year with an unemployment rate higher than a year ago, with 8.1% at year-end 2013 compared to 7.7% at year-end 2012. Propelled by growth in large MSAs such as Tampa-St. Petersburg-Clearwater, Florida MSA, Pensacola-Ferry Pass-Brent, Florida MSA and Orlando-Kissimmee-Sanford, Florida MSA, the state of Florida led the Synovus footprint with a 220 bps improvement in the unemployment rate, ending 2013 at 6.4%.
The Conference Board Consumer Confidence Index ended the year at 77.5, down from an 81.8 peak in August. Consumer spending remained relatively healthy throughout the year; a shortened holiday retail season and poor weather negatively impacted brick and mortar sales yet boosted on-line purchases by year-end, causing some ambivalence in the interpretation of retail sales results. Automobile sales reached an annualized level of 16.4 million units in November, out-pacing estimates for the year. The National Federation of Independent Businesses Small Business Optimism Index rose from a year-end 2012 level of 88.9 to a 2013 year-end level of 92.5; the index peaked in May at 94.4.
Fixed, thirty year mortgage rates increased from 3.35% at year-end 2012, to 4.46% at year-end 2013, driven mainly by the commencement of Quantitative Easing tapering and solid economic growth. After an initial first and second quarter 2013 surge, the pace of permitting in residential construction (including multi-family) slowed over the second half of the year, as evidenced by reductions in permit volume in many MSAs within the Synovus footprint. During 2013, median home sale prices generally increased year-over-year, where Atlanta-Sandy Springs-Roswell, Georgia MSA, for example, led the Synovus MSAs with a 42% year-over-year increase, an improvement that is generally attributed to a declining number of foreclosure and distressed asset sales, as well as to improving market conditions. Nationally, median home prices rose 9.4% year-over-year during 2013.
Commercial real estate continued its recovery through 2013, as asset values pushed higher, particularly in the multi-family and industrial/warehouse sectors where capitalization rates are at or near historical lows and rents have generally exceeded pre-recession levels. The hospitality segment recovered through 2013, specifically in Atlanta, where gains were realized in occupancies, revenues, and bookings. Premium pricing for major metro market properties pushed investors seeking adequate yields towards secondary markets and major inland transportation hubs. There is currently some general concern in the office sector, specifically the medical subsector, where the impact of the Affordable Care Act is unclear. There is risk that expense control by hospitals and the consolidation of independent physician practices could result in an oversupply of vacant medical office space.
The United States economy experienced improved GDP growth in 2013. The fourth quarter of 2013 reportedly saw 3.2% GDP growth, while the third quarter of 2013 posted 4.1% GDP growth, the most notable economic expansion since the fourth quarter of 2011. U.S. GDP growth was 2.2% in 2012.
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Although uncertainties continue to exist in global markets in 2013, some signs of improvement were observed. Latin American economies became stronger during 2013, particularly in Mexico and Brazil which set the pace in South America despite deteriorating circumstances in Argentina and Venezuela. The economy in Great Britain showed strong recovery in 2013 and should continue to recover, and Germany is expected to continue to set the standard for economic health in Europe. On the other hand, China exhibited GDP growth in excess of 7% in 2013; this is viewed negatively as it marks the worst growth rate in 14 years, due primarily to lower consumption of its exports. Tensions in the Middle East related to Egypt and Syria were a constant source of concern in 2013; improvement is expected, though chronic instability ensures some impact on the global economy in 2014. Domestically, lower energy prices, a new budget deal that tempers austerity measures, and increased consumption should power America's growth. At this time, Synovus does not have direct exposure to global markets, but it will continue to monitor the impact of international developments on domestic economic activity and will determine the most appropriate strategies to pursue.
Overview of 2013 Financial Results
Net income available to common shareholders was $118.6 million, or $0.13 per diluted common share for the year ended December 31, 2013, as compared to $771.5 million or $0.85 per diluted common share, respectively, for the year ended December 31, 2012.
The 2012 results reflect an income tax benefit of $798.7 million, which was primarily due to the $802.8 million income tax benefit recognized upon the reversal of the deferred tax asset valuation allowance during the three months ended December 31, 2012. The 2013 results reflect income tax expense at a blended rate of 36.9% following the reversal of the deferred tax asset valuation allowance in 2012.
Total credit costs declined significantly during 2013 and drove the earnings improvement for the year. Total credit costs (consisting primarily of provision for loan losses and foreclosed real estate expense) were $118.0 million in 2013, a $314.7 million or 72.7% decline from 2012. Credit costs for 2012 include approximately $157.0 million in distressed asset disposition charges recorded during the fourth quarter which primarily related to a bulk sale. In addition to the impact of lower distressed asset disposition costs, the decline in credit costs reflects the continued broad-based improvement in credit quality during 2013 including significant reductions in NPL inflows, net charge-offs, substandard, and special mention loans.
Non-performing assets ended the year at $539.6 million, down $163.5 million or 23.2% from December 31, 2012, while NPL inflows declined $402.0 million or 62.7% during the year to $239.4 million. Net charge-offs totaled $135.4 million, or 0.69% of average loans, in 2013 down from $483.5 million or 2.45% of average loans in 2012. Substandard accruing loans declined 19.4% during the year to $542.4 million, while loans rated special mention declined 38.2% to $850.6 million.
Pre-tax, pre-credit costs income (which excludes provision for loan losses, other credit costs, securities gains and losses, litigation loss contingency expense, and certain other items) was $390.3 million in 2013, down 10.6% or $46.4 million from 2012. The decrease in pre-tax, pre-credit costs income was driven by a $43.9 million or 5.1% decrease in net interest income resulting mainly from a 10 bps decrease in the net interest margin and a slight decrease in average loans, and a $24.2 million or 8.8% decrease in non-interest income excluding securities gains, partially offset by a $21.8 million or 3.1% decrease in adjusted non-interest expense. The decrease in adjusted non-interest expense reflects the impact of efficiency initiatives implemented during 2013 and 2012, which drove the 5.4% decline in headcount for the year. 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.
Total loans ended the year at $20.06 billion, a $516.1 million or 2.6% increase from a year ago. The increase was driven by a $431.2 million or 4.5% growth in C&I loans and a $153.5 million or 4.4% increase in retail loans. Total commercial real estate loans declined $60.1 million or 0.9% during the year, reflecting a $150.2 million or 3.4% increase in investment property loans while 1-4 family properties and land acquisition loans declined $210.3 million or 10.1%.
Total deposits decreased by $180.3 million or 0.9% from a year ago. Excluding brokered deposits and time deposits, total deposits declined $96.4 million or 0.6% from a year ago. At December 31, 2013, brokered deposits represented 5.2% of total deposits, unchanged from December 31, 2012.
Total shareholders’ equity at December 31, 2013 was $2.95 billion, a $620.4 million decline from a year ago. The change in shareholders’ equity for the year reflects a $967.9 million reduction from the July 2013 TARP redemption, as well as an increase of $301.0 million from the Common Stock and Series C Preferred Stock offerings completed in July 2013 in connection with the TARP redemption. See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources" of this Report for further discussion regarding Synovus' Series A Preferred Stock and related redemption of TARP.
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Consolidated Financial Highlights
A summary of Synovus’ financial performance for the years ended December 31, 2013 and 2012 is set forth in the table below.
Table 11 - Consolidated Financial Highlights | ||||||||||
Years Ended December 31, | ||||||||||
(dollars in thousands, except per share data) | 2013 | 2012 | Change | |||||||
Net interest income | $ | 810,192 | 854,117 | (5.1 | )% | |||||
Provision for loan losses | 69,598 | 320,369 | (78.3 | ) | ||||||
Non-interest income | 253,571 | 313,966 | (19.2 | ) | ||||||
Adjusted non-interest income (1) | 253,589 | 266,591 | (4.9 | ) | ||||||
Non-interest expense | 741,537 | 816,237 | (9.2 | ) | ||||||
Adjusted non-interest expense (1) | 670,503 | 692,271 | (3.1 | ) | ||||||
Income before income taxes | 252,628 | 31,477 | nm | |||||||
Pre-tax, pre-credit costs income (1) | 390,315 | 436,670 | (10.6 | ) | ||||||
Net income | 159,383 | 830,209 | (80.8 | ) | ||||||
Net income available to common shareholders | 118,553 | 771,506 | (84.6 | ) | ||||||
Net income available to common shareholders, basic | 0.13 | 0.98 | (86.5 | ) | ||||||
Net income available to common shareholders, diluted | 0.13 | 0.85 | (85.1 | ) | ||||||
December 31, | ||||||||||
2013 | 2012 | Change | ||||||||
Loans, net of deferred fees and costs | $ | 20,057,798 | 19,541,690 | 2.6 | % | |||||
Total deposits | 20,876,790 | 21,057,044 | (0.9 | ) | ||||||
Core deposits (1) | 19,782,788 | 19,964,295 | (0.9 | ) | ||||||
Core deposits excluding time deposits (1) | 16,284,588 | 16,380,991 | (0.6 | ) | ||||||
Net interest margin | 3.40 | % | 3.50 | (10 | ) bps | |||||
Non-performing assets ratio | 2.67 | 3.57 | (90 | ) | ||||||
Past due loans over 90 days | 0.02 | 0.03 | (1 | ) | ||||||
Net charge-off ratio | 0.69 | 2.45 | (176 | ) | ||||||
Tier 1 capital | $ | 2,351,493 | 2,832,244 | (17.0 | )% | |||||
Tier 1 common equity (1) | 2,215,631 | 1,864,917 | 18.8 | |||||||
Total risk-based capital | 2,900,865 | 3,460,998 | (16.2 | ) | ||||||
Tier 1 capital ratio | 10.54 | % | 13.24 | (270 | ) bps | |||||
Tier 1 common equity ratio (1) | 9.93 | 8.72 | 121 | |||||||
Total risk-based capital ratio | 13.00 | 16.18 | (318 | ) | ||||||
Total shareholders’ equity to total assets ratio (1) | 11.25 | 13.34 | (209 | ) | ||||||
Tangible common equity to tangible assets ratio (1) | 10.68 | 9.66 | 102 | |||||||
(1) | See reconciliation of "Non-GAAP Financial Measures" in this Report. |
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Critical Accounting Policies
The accounting and financial reporting policies of Synovus are in accordance with U.S. GAAP and conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. Synovus has identified certain of its accounting policies as “critical accounting policies,” consisting of those related to the accounting for the allowance for loan losses, contingent liabilities related to legal matters, deferred tax assets valuation allowance, other real estate, and determining the fair value of financial instruments. In determining which accounting policies are critical in nature, Synovus has identified the policies that require significant judgment or involve complex estimates. It is management's practice to discuss critical accounting policies with the Board of Directors' Audit Committee, including the development, selection, implementation and disclosure of the critical accounting policies. The application of these policies has a significant impact on Synovus’ consolidated financial statements. Synovus’ financial results could differ significantly if different judgments or estimates are applied in the application of these policies.
Allowance for Loan Losses
The allowance for loan losses is a significant accounting estimate that is determined through periodic and systematic detailed reviews of the Company’s loan portfolio. These reviews are performed to assess the inherent risk for probable loss within the portfolio and to ensure consistency between fluctuations in the allowance and both credit events within the portfolio and prevailing credit trends. The economic and business climate in any given industry or market is difficult to gauge and can change rapidly, and the effects of those changes can vary by borrower. Significant judgments and estimates are necessary in the determination of the allowance for loan losses. Significant judgments include, among others, loan risk ratings and classifications, the determination and measurement of impaired loans, the timing of loan charge-offs, the probability of loan defaults, the net loss exposure in the event of loan defaults, qualitative loss factors, management’s plans, if any, for disposition of certain loans, as well as other qualitative considerations. In determining an adequate allowance for loan losses, management makes numerous assumptions, estimates, and assessments, which are inherently subjective. The use of different estimates or assumptions could have a significant impact on the provision for loan losses, allowance for loan losses, non-performing loans, loan charge-offs, financial condition and results of operations.
During the third quarter of 2013, Synovus implemented a Dual Risk Rating allowance for loan losses methodology (DRR methodology) for certain components of the commercial and industrial loan portfolio. The DRR includes sixteen probabilities of default categories and nine categories for estimating losses given an event of default. The result is an expected loss rate established for each borrower. The DRR methodology is considered to be a more refined estimate of the inherent risk of loss. Management currently expects to implement the DRR methodology for additional components of the commercial loan portfolio over the next few years. The implementation is expected to be in multiple phases, with each component determined based primarily on loan type and size. The timing of future implementations will depend upon completion of applicable data analysis and model assessment. Once full implementation is completed, management estimates that the DRR methodology will be utilized to calculate the allowance for loan losses on commercial loans amounting to over 30% of the total loan portfolio.
Contingent Liabilities
Synovus estimates its contingent liabilities with respect to outstanding legal matters based on information currently available to management, management’s estimates about the probability of outcomes of each case and the advice of legal counsel. In accordance with guidance in ASC 450-25-2, management accrues an estimated loss from a loss contingency when information available indicates that it is probable that a loss has occurred and the amount of the loss can be reasonably estimated. In addition, it must be probable that the loss will be confirmed by some future event. Significant judgment is required in making these estimates and management must make assumptions about matters that are highly uncertain. Accordingly, the actual loss may be more or less than the current estimate.
In many situations, Synovus may be unable to estimate reasonably possible losses due to the preliminary nature of the legal matters, as well as a variety of other factors and uncertainties. As there are further developments, Synovus will reassess these legal matters and the related potential liabilities and will revise, when needed, its estimate of contingent liabilities. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 21 - Legal Proceedings" of this Report for further discussion.
Deferred Taxes and Valuation Allowance
ASC 740-30-25 provides accounting guidance for determining when an entity is required to record a valuation allowance on its deferred tax assets. A valuation allowance is required for deferred tax assets if, based on available evidence, it is more likely than not that all or some portion of the asset may not be realized due to the inability to generate sufficient taxable income in the period and/or of the character necessary to utilize the benefit of the deferred tax asset. In making this assessment, all sources of taxable income available to realize the deferred tax asset are considered, including taxable income in prior carryback years, future reversals of existing temporary differences, tax planning strategies, and future taxable income exclusive of reversing temporary
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differences and carryforwards. The predictability that future taxable income, exclusive of reversing temporary differences, will occur is the most subjective of these four sources. Changes in the valuation allowance are recorded through income tax expense.
Management assesses the valuation allowance recorded against deferred tax assets at each reporting period. The determination of whether a valuation allowance for deferred tax assets is appropriate is subject to considerable judgment and requires an evaluation of all positive and negative evidence.
The valuation allowance could fluctuate in future periods based on the assessment of the positive and negative evidence. Management's conclusion at December 31, 2013, that it is more likely than not that the net deferred tax assets of $744.6 million will be realized is based primarily upon management's estimate of future taxable income. Management's estimate of future taxable income is based on internal projections which consider historical performance, various internal estimates and assumptions, as well as certain external data, all of which management believes to be reasonable, although inherently subject to significant judgment. If actual results differ significantly from the current estimates of future taxable income, the valuation allowance may need to be increased. Such an increase to the deferred tax asset valuation allowance could have a material adverse effect on Synovus’ consolidated financial condition or results of operations.
Other Real Estate
Other real estate consists of properties obtained through a foreclosure proceeding or through an in-substance foreclosure in satisfaction of loans. At foreclosure, ORE is reported at the lower of cost or fair value less estimated selling costs, which establishes a new cost basis. Subsequent to foreclosure, ORE is evaluated quarterly and reported at fair value less estimated selling costs, not to exceed the new cost basis, determined by review of current appraisals, as well as the review of comparable sales and other estimates of fair value obtained principally from independent sources, changes in absorption rates or market conditions from the time of the latest appraisal received or previous re-evaluation performed, and anticipated sales values considering management's plans for disposition, which could result in an adjustment to lower the fair value estimates indicated in the appraisals.
Significant judgments and complex estimates are required in estimating the fair value of ORE. In response to market conditions and other economic factors, management may utilize liquidation sales as part of Synovus' distressed asset disposition strategy. As a result of the significant judgment required in estimating fair value and the variables involved in different methods of disposition, the net proceeds realized from sales transactions could differ significantly from appraisals, comparable sales, and other estimates used to determine the estimated fair value of ORE. Management reviews the fair value of ORE each quarter and adjusts the values as appropriate.
Fair Value Measurements
Synovus reviews assets, liabilities and other financial instruments that are either required or elected to be carried, reported, or disclosed at fair value, and determines the valuation of these instruments in accordance with FASB ASC Topic 820, Fair Value Measurements, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Synovus assesses the fair value measurements of each instrument on a periodic basis, but no less than quarterly.
Synovus determines the fair value of its financial instruments based on the fair value hierarchy established under ASC 820, which provides a three-level framework for determining the appropriate fair value for a particular asset or liability. Fair value may be based on quoted market prices for identical assets or liabilities traded in active markets (Level 1 valuations). If market prices are not available, quoted prices for similar instruments 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 are used (Level 2 valuations). Where observable market data is not available, the valuation is generated using pricing models, discounted cash flow models and similar techniques, and may also include the use of market prices of financial instruments that are not directly comparable to the subject instrument. 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 financial instrument (Level 3 valuations). The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the financial instrument’s fair value measurement in its entirety.
Synovus selects the most appropriate technique for determining the fair value of the asset or liability. The degree of management judgment involved in determining fair value is dependent upon the availability of quoted prices or observable market data. There is minimal subjectivity involved in measuring the fair value of financial instruments based on quoted market prices; however, when quoted prices and observable market data are not available, Synovus would use a valuation technique requiring more management judgment to estimate the appropriate fair value.
Fair value is measured either on a recurring basis, in which the fair value is the primary measure of accounting, or on a non-recurring basis, to measure items for potential impairment, or for disclosure purposes.
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Assets, liabilities and other financial instruments classified as Level 3 in the fair value hierarchy are generally less liquid and estimating their value requires inputs that are unobservable and require the application of significant judgment on behalf of management in order to determine the appropriate fair value of each of these instruments. As of December 31, 2013, Synovus reported $30.1 million of assets (or 0.1% of total assets) classified as Level 3, of which $27.7 million consisted of private equity investments. Also, as of December 31, 2013, Synovus reported $2.7 million of liabilities (or 0.01% of total liabilities) classified as Level 3.
See "Part II - Item 8. Financial Statements and Supplementary Data - Note 16 - Fair Value Accounting" of this Report for further discussion of Synovus' use of the various fair value methodologies and the types of assets and liabilities in which fair value accounting is applied.
Discussion of Financial Condition and Results of Operations
Investment Securities Available for Sale
The investment securities portfolio consists principally of debt securities classified as available for sale. Investment securities available for sale provide Synovus with a source of liquidity and a relatively stable source of income. The investment securities portfolio also provides management with a tool to balance the interest rate risk of its loan and deposit portfolios. See Table 13 for maturity and average yield information of the investment securities available for sale portfolio.
The investment strategy focuses on the use of the investment securities portfolio to generate interest income and to assist in the management of interest rate risk. Synovus moderately increased portfolio duration during 2013 while the average balance of the portfolio decreased from the prior year. The average duration of Synovus’ investment securities portfolio was 3.5 years at December 31, 2013 compared to 3.0 years at December 31, 2012.
Synovus also utilizes a significant portion of its investment portfolio to secure certain deposits and other liabilities requiring collateralization. At December 31, 2013, approximately $2.38 billion of these investment securities were pledged as required collateral for certain deposits, securities sold under repurchase agreements and payment network arrangements, as required by law and contractual agreements. The investment securities are primarily mortgage-backed securities issued by U.S. government agencies and U.S. government sponsored enterprises, both of which have a high degree of liquidity and limited credit risk. A mortgage-backed security depends on the underlying pool of mortgage loans to provide a cash flow pass-through of principal and interest. At December 31, 2013, all of the collateralized mortgage obligations and mortgage-backed pass-through securities held by Synovus were issued or backed by federal agencies or government sponsored enterprises.
As of December 31, 2013 and 2012, the estimated fair value of investment securities available for sale as a percentage of their amortized cost was 99.2% and 101.7%, respectively. The investment securities available for sale portfolio had gross unrealized gains of $19.2 million and gross unrealized losses of $44.6 million, for a net unrealized loss of $25.4 million as of December 31, 2013. The investment securities available for sale portfolio had gross unrealized gains of $54.1 million and gross unrealized losses of $4.6 million, for a net unrealized gain of $49.5 million as of December 31, 2012. Shareholders’ equity included net unrealized losses of $28.9 million and net unrealized gains of $17.1 million on the available for sale portfolio as of December 31, 2013 and 2012, respectively.
During 2013 and 2012, the average balance of investment securities available for sale decreased to $3.08 billion at December 31, 2013 from $3.44 billion at December 31, 2012. Synovus earned a taxable-equivalent rate of 1.71% and 1.97% for 2013 and 2012, respectively, on its investment securities available for sale portfolio. For the years ended December 31, 2013 and 2012, investment securities available for sale represented 12.89% and 14.04%, respectively, of interest earning assets.
Table 12 - Investment Securities Available for Sale | December 31, | |||||
(in thousands) | 2013 | 2012 | ||||
U.S. Treasury securities | $ | 17,791 | 356 | |||
U.S. Government agency securities | 34,641 | 38,046 | ||||
Securities issued by U.S. Government sponsored enterprises | 113,745 | 293,310 | ||||
Mortgage-backed securities issued by U.S. Government agencies | 195,117 | 245,593 | ||||
Mortgage-backed securities issued by U.S. Government sponsored enterprises | 2,421,360 | 1,867,493 | ||||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises | 398,540 | 514,489 | ||||
State and municipal securities | 6,889 | 15,798 | ||||
Equity securities | 7,584 | 3,740 | ||||
Other investments | 3,691 | 2,287 | ||||
Total fair value | $ | 3,199,358 | 2,981,112 | |||
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The calculation of weighted average yields for investment securities available for sale displayed below is based on the amortized cost and effective yields of each security. The yield on state and municipal securities is computed on a taxable-equivalent basis using the statutory federal income tax rate of 35%. Maturity information is presented based upon contractual maturity. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
Table 13 - Maturities and Weighted Average Yields of Investment Securities Available for Sale as of December 31, 2013 | ||||||||||||||||||
(dollars in thousands) | Within One Year | 1 to 5 Years | 5 to 10 Years | More Than 10 Years | No Stated Maturity | Total | ||||||||||||
Fair Value | ||||||||||||||||||
U.S. Treasury securities | $ | 17,791 | — | — | — | — | 17,791 | |||||||||||
U.S. Government agency securities | 114 | 9,501 | 25,026 | — | — | 34,641 | ||||||||||||
Securities issued by U.S. Government sponsored enterprises | 30,642 | 83,103 | — | — | — | 113,745 | ||||||||||||
Mortgage-backed securities issued by U.S. Government agencies | 41 | 1 | 753 | 194,322 | — | 195,117 | ||||||||||||
Mortgage-backed securities issued by U.S. Government sponsored enterprises | 829 | 3,684 | 2,000,297 | 416,550 | — | 2,421,360 | ||||||||||||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises | — | — | 84 | 398,456 | — | 398,540 | ||||||||||||
State and municipal securities | 1,066 | 2,886 | — | 2,937 | — | 6,889 | ||||||||||||
Other investments | — | — | — | 1,722 | 1,969 | 3,691 | ||||||||||||
Securities with no stated maturity (equity securities) | — | — | — | — | 7,584 | 7,584 | ||||||||||||
Total | $ | 50,483 | 99,175 | 2,026,160 | 1,013,987 | 9,553 | 3,199,358 | |||||||||||
Weighted Average Yield | ||||||||||||||||||
U.S. Treasury securities | 0.02 | % | — | — | — | — | 0.02 | |||||||||||
U.S. Government agency securities | 6.40 | 5.45 | 5.68 | — | — | 5.62 | ||||||||||||
Securities issued by U.S. Government sponsored enterprises | 2.72 | 1.08 | — | — | — | 1.52 | ||||||||||||
Mortgage-backed securities issued by U.S. Government agencies | 6.31 | 9.00 | 3.71 | 2.49 | — | 2.49 | ||||||||||||
Mortgage-backed securities issued by U.S. Government sponsored enterprises | 4.24 | 5.20 | 1.46 | 2.88 | — | 1.71 | ||||||||||||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises | — | — | 4.01 | 2.43 | — | 2.43 | ||||||||||||
State and municipal securities | 6.97 | 7.00 | — | 5.56 | — | 6.38 | ||||||||||||
Other investments | — | — | — | 4.25 | 2.12 | 3.17 | ||||||||||||
Securities with no stated maturity (equity securities) | — | — | — | — | 3.68 | 3.68 | ||||||||||||
Total | 1.88 | % | 1.73 | 1.52 | 2.63 | 3.14 | 1.89 | |||||||||||
Mortgage Banking
Synovus originated residential mortgage loans with originations totaling $1.15 billion and $1.47 billion in 2013 and 2012, respectively. Synovus offers various types of fixed-rate and adjustable-rate loans for the purpose of purchasing, refinancing, or constructing residential properties. The majority of the originated loans are conforming mortgage loans for owner-occupied properties. Conforming loans are loans that are underwritten in accordance with the underwriting standards set forth by government sponsored entities such as the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation. These loans are generally collateralized by 1-4 family residential real estate properties and are made to borrowers in good credit standing. These loans are primarily to borrowers in Synovus’ geographic market footprint.
Repurchase Obligations for Mortgage Loans Originated for Sale and Foreclosure Practices
The majority of mortgage loans originated by Synovus are sold to third-party purchasers on a servicing released basis, without recourse, or continuing involvement. These sales are typically effected as non-recourse loan sales to GSEs and non-GSE purchasers. Each purchaser of Synovus’ mortgage loans has specific guidelines and criteria for sellers of loans, and the risk of credit loss with
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regard to the principal amount of the loans sold is generally transferred to the purchasers upon sale. While the loans are sold without recourse, the purchase agreements require Synovus to make certain representations and warranties regarding the existence and sufficiency of file documentation and the absence of fraud by borrowers or other third parties such as appraisers in connection with obtaining the loan. If it is determined that loans sold were in breach of these representations or warranties, Synovus has obligations to either repurchase the loan at the unpaid principal balance and related investor fees or make the purchaser whole for the economic benefits of the loan.
To date, repurchase activity pursuant to the terms of these representations and warranties has been minimal and has primarily been associated with loans originated from 2005 through 2008. From January 1, 2005 through December 31, 2013, Synovus originated and sold approximately $7.9 billion of first lien GSE eligible mortgage loans and approximately $3.4 billion of first and second lien non-GSE eligible mortgage loans. The total expense pertaining to losses from repurchases of mortgage loans previously sold, including amounts accrued in accordance with ASC 450, was $1.7 million, $6.7 million, and $4.1 million for the years ended December 31, 2013, 2012, and 2011, respectively. The total accrued liability related to mortgage repurchase claims was $4.1 million and $5.2 million, at December 31, 2013 and 2012, respectively.
Since 2010, financial institutions have experienced a dramatic increase in the number of mortgage loan repurchase demands they received, including from GSEs, mortgage insurers, and other purchasers of residential mortgage-backed securitizations, due to findings of mortgage fraud and underwriting deficiencies in the mortgage origination process, and misrepresentations in the packaging of mortgages by certain mortgage lenders. Also since 2010, foreclosure practices of financial institutions nationwide have come under scrutiny due to the discovery of fraudulent documentation and questionable residential foreclosure procedures of certain financial institutions. To date, Synovus has experienced minimal repurchase activity in its consumer mortgage lending operations.
At December 31, 2013 and December 31, 2012, Synovus had $3.11 billion and $2.95 billion, respectively, of home equity and consumer mortgage loans which are secured by first and second liens on residential properties. Of this amount, approximately $991.8 million and $922.4 million, respectively, consists of mortgages relating to properties in Florida and South Carolina which are states in which foreclosures proceed through the courts. To date, foreclosure activity in the home equity and consumer mortgage loan portfolio has been low. Any foreclosures on these loans are handled by designated Synovus personnel and external legal counsel, as appropriate, following established policies regarding legal and regulatory requirements. Based on information currently available, management believes that it does not have significant exposure to faulty foreclosure practices. See "Part I - Item 1A. Risk Factors - We may be required to repurchase mortgage loans or indemnify mortgage loan purchasers as a result of breaches of representations and warranties, borrower fraud, or certain borrower defaults, which could harm our liquidity, results of operations and financial condition."
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Loans
The following table shows loans by portfolio class and as a percentage of total loans, net of deferred fees and costs, as of December 31, 2013 and 2012.
Table 14 - Loans by Portfolio Class | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
(dollars in thousands) | Total Loans | %* | Total Loans | %* | ||||||||||
Investment properties | $ | 4,566,679 | 22.8 | % | $ | 4,416,481 | 22.6 | % | ||||||
1-4 family properties | 1,163,253 | 5.8 | 1,286,042 | 6.6 | ||||||||||
Land acquisition | 707,820 | 3.5 | 795,341 | 4.0 | ||||||||||
Total commercial real estate | 6,437,752 | 32.1 | 6,497,864 | 33.2 | ||||||||||
Commercial, financial, and agricultural | 5,498,739 | 27.4 | 5,291,078 | 27.1 | ||||||||||
Owner-occupied | 3,814,720 | 19.0 | 3,762,024 | 19.2 | ||||||||||
Small business | 687,216 | 3.4 | 516,349 | 2.6 | ||||||||||
Total commercial and industrial | 10,000,675 | 49.8 | 9,569,451 | 48.9 | ||||||||||
Home equity lines | 1,587,541 | 7.9 | 1,542,397 | 7.9 | ||||||||||
Consumer mortgages | 1,519,068 | 7.5 | 1,411,561 | 7.2 | ||||||||||
Credit cards | 256,846 | 1.3 | 263,561 | 1.4 | ||||||||||
Other retail loans | 284,778 | 1.4 | 277,229 | 1.4 | ||||||||||
Total retail | 3,648,233 | 18.1 | 3,494,748 | 17.9 | ||||||||||
Deferred fees and costs, net | (28,862 | ) | nm | (20,373 | ) | nm | ||||||||
Total loans, net of deferred fees and costs | $ | 20,057,798 | 100.0 | % | $ | 19,541,690 | 100.0 | % | ||||||
*Loan balance in each category is before net deferred fees and costs and is expressed as a percentage of total loans, net of deferred fees and costs.
nm - not meaningful
Total loans ended the year at $20.06 billion, a $516.1 million or 2.6% increase from a year ago. The increase was driven by a $431.2 million or 4.5% growth in C&I loans and a $153.5 million or 4.4% increase in retail loans. Total commercial real estate loans declined $60.1 million or 0.9% during the year, reflecting a $150.2 million or 3.4% increase in investment property loans while 1-4 family properties and land acquisition loans declined $210.3 million or 10.1%.
Commercial Loans
The commercial loan portfolio consists of commercial and industrial loans and commercial real estate loans. Total commercial loans at December 31, 2013 were $16.44 billion or 81.9% of the total loan portfolio, an increase of $371.1 million or 2.3% from December 31, 2012, resulting primarily from growth in commercial and industrial loans which was offset by a decline in commercial real estate loans.
At December 31, 2013 and 2012, Synovus had 25 and 22 commercial loan relationships, respectively, with total commitments of $50 million or more (including amounts funded). The average funded balance of these relationships at December 31, 2013 and 2012 was approximately $65 million and $70 million, respectively.
Commercial and Industrial (C&I) Loans
Total commercial and industrial loans at December 31, 2013 were $10.00 billion, or 49.8% of the total loan portfolio, compared to $9.57 billion, or 48.9% of the total loan portfolio at December 31, 2012, an increase of $431.2 million, or 4.5%, from 2012. The commercial and industrial loan portfolio represents the largest category of Synovus' total loan portfolio and is currently concentrated on small to middle market commercial and industrial lending disbursed throughout a diverse group of industries in the Southeast including health care and social assistance, finance and insurance, manufacturing, construction, real estate lending, wholesale trade, and retail trade. Most portfolio components grew during 2013, with most of the growth reported in health care and social assistance, small business, and manufacturing. The component that reported the largest decline was real estate leasing, with a total decline of $116.2 million or 20.2%. For more detailed information on the C&I portfolio by industry at December 31, 2013 and 2012 see the table below, Commercial and Industrial Loans by Industry.
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Table 15 - Commercial and Industrial Loans by Industry | |||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||
(dollars in thousands) | Amount | %* | Amount | %* | |||||||||
Health care and social assistance | $ | 1,529,293 | 15.3 | % | $ | 1,344,841 | 14.1 | % | |||||
Manufacturing | 875,875 | 8.8 | 767,371 | 8.0 | |||||||||
Real estate other | 851,668 | 8.5 | 768,087 | 8.0 | |||||||||
Retail trade | 695,087 | 6.9 | 664,524 | 7.0 | |||||||||
Small business | 687,216 | 6.9 | 516,349 | 5.4 | |||||||||
Wholesale trade | 581,144 | 5.8 | 563,385 | 5.9 | |||||||||
Finance and insurance | 550,758 | 5.5 | 529,120 | 5.5 | |||||||||
Real estate leasing | 458,727 | 4.6 | 574,913 | 6.0 | |||||||||
Professional, scientific, and technical services | 425,596 | 4.3 | 418,756 | 4.4 | |||||||||
Construction | 416,660 | 4.2 | 485,936 | 5.1 | |||||||||
Accommodation and food services | 406,783 | 4.1 | 426,396 | 4.5 | |||||||||
Agriculture, forestry, fishing, and hunting | 291,382 | 2.9 | 290,762 | 3.0 | |||||||||
Educational services | 230,193 | 2.3 | 221,775 | 2.3 | |||||||||
Mining | 201,894 | 2.0 | 134,484 | 1.4 | |||||||||
Transportation and warehousing | 195,061 | 1.9 | 205,038 | 2.1 | |||||||||
Arts, entertainment, and recreation | 162,907 | 1.6 | 182,190 | 1.9 | |||||||||
Other services | 875,760 | 8.8 | 900,221 | 9.4 | |||||||||
Other industries | 564,671 | 5.6 | 575,303 | 6.0 | |||||||||
Total commercial and industrial loans | $ | 10,000,675 | 100.0 | % | $ | 9,569,451 | 100.0 | % | |||||
* Loan balance in each category expressed as a percentage of total commercial and industrial loans.
C&I lending is a key component of Synovus' growth and diversification strategy. Synovus has actively invested in additional expertise, product offerings, and product quality to provide its C&I clients with increased and enhanced product offerings and customer service. Complementing this investment in C&I growth, management continues to focus on streamlining and enhancing Synovus' existing product lines, especially for traditional retail, small business, and professional services customers.
The Corporate Banking Group provides lending solutions to larger corporate clients and includes specialty units such as syndications, senior housing, and equipment finance. These units partner with Synovus' local bankers to build relationships across the five-state footprint, as well as the southeastern and southwestern United States. To date, loan syndications consist primarily of loans where Synovus is participating in the credit (versus being the lead bank). Senior housing loans are typically extended to borrowers in the assisted living or skilled nursing facilities sectors. The Corporate Banking Group also originates loans and participates in loans to well-capitalized public companies and larger private companies that operate in the five-state footprint as well as other states in the Southeast. The Equipment Financing Group was formed in 2013 and is expected to drive revenue growth with small, middle, and large commercial banking customers. The formation of this group further strengthens the equipment financing line of business and signals Synovus' continued commitment to offer a broad range of expertise, products, and services to commercial customers.
At December 31, 2013, $3.81 billion, or 38.1% of the total commercial and industrial loans represent loans for the purpose of financing owner-occupied properties compared to $3.76 billion or 39.3% of the total commercial and industrial loans at December 31, 2012. The primary source of repayment on these loans is revenue generated from products or services offered by the business or organization. The secondary source of repayment on these loans is the real estate. These loans are predominately secured by owner-occupied and other real estate. Other types of collateral securing these loans consist primarily of marketable equipment, marketable inventory, accounts receivable, equity and debt securities, and time deposits.
At December 31, 2013, $5.50 billion, or 55.0% of the total commercial and industrial loans represent loans for the purpose of financing commercial, financial, and agricultural business activities compared to $5.29 billion or 55.3% of the total commercial and industrial loans at December 31, 2012 . The primary source of repayment on these loans is revenue generated from products or services offered by the business or organization. The secondary source of repayment is the collateral, which consists primarily of equipment, inventory, accounts receivable, time deposits, and other business assets.
Small business loans were previously reported as a component of retail loans but now are reported as a component of C&I loans. All prior periods have been reclassified to conform to the current presentation. Small business loans are scored using a small business credit scoring model and are generally classified as small business when the business purpose for the loan is less than or equal to $500,000. At December 31, 2013, $687.2 million, or 6.9% of the total commercial and industrial loans represent small business loans
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compared to $516.3 million or 5.4% of the total commercial and industrial loans at December 31, 2012. The primary source of repayment on these loans is revenue generated from products or services offered by the business.
Commercial Real Estate Loans
Total commercial real estate loans, consisting of investment properties, 1-4 family properties, and land acquisition loans and representing 32.1% of the total loan portfolio at December 31, 2013, were $6.44 billion, a decline of $60.1 million, or 0.9%, from December 31, 2012. The decline was primarily the result of planned reductions in 1-4 family residential properties and land acquisition loans offset by growth in investment properties loans.
Investment Properties Loans
Total investment properties loans as of December 31, 2013 were $4.57 billion, or 70.9% of the total commercial real estate loan portfolio, and 22.8% of the total loan portfolio, compared to $4.42 billion, or 68.0% of the total commercial real estate loan portfolio, and 22.6% of the total loan portfolio at December 31, 2012, an increase of $150.2 million primarily due to initiatives to grow this portion of the loan portfolio. Investment properties loans consist of construction and mortgage loans for income producing properties and are primarily made to finance multi-family properties, hotels, office buildings, shopping centers, warehouses and other commercial development properties.
The following table shows the principal components of the investment properties portfolio at December 31, 2013 and 2012.
Table 16 - Investment Properties Loan Portfolio | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
(dollars in thousands) | Amount | %* | Amount | %* | |||||||||
Multi-family | $ | 945,014 | 20.7 | % | $ | 796,110 | 18.0 | % | |||||
Hotels | 686,292 | 15.0 | 686,067 | 15.6 | |||||||||
Office buildings | 859,954 | 18.9 | 773,881 | 17.5 | |||||||||
Shopping centers | 846,965 | 18.5 | 896,869 | 20.3 | |||||||||
Warehouses | 560,824 | 12.3 | 538,157 | 12.2 | |||||||||
Other investment property | 512,253 | 11.2 | 498,884 | 11.3 | |||||||||
Commercial development | 155,377 | 3.4 | 226,513 | 5.1 | |||||||||
Total investment properties loans | $ | 4,566,679 | 100.0 | % | $ | 4,416,481 | 100.0 | % | |||||
*Loan balance in each category expressed as a percentage of total investment properties loans.
1-4 Family Properties Loans
At December 31, 2013, 1-4 family properties loans declined to $1.16 billion, or 18.1% of the total commercial real estate portfolio, and 5.8% of the total loan portfolio, compared to $1.29 billion, or 19.8% of the total commercial real estate portfolio, and 6.6% of the total loan portfolio at December 31, 2012 primarily due to sales of distressed loans and charge-offs. 1-4 family properties loans include construction loans to homebuilders, commercial mortgage loans to real estate investors, and residential development loans to developers and are almost always secured by the underlying property being financed by such loans. Construction and residential development loans are primarily interest-only loans and typically carry maturities of three years or less, and 1-4 family rental properties carry maturities of three to five years, with amortization periods of up to fifteen to twenty years. Although housing and real estate markets in the five southeastern states within Synovus' footprint have stabilized, Synovus has actively worked to reduce its exposure (including its exposure in historically high loss markets such as Atlanta) to these types of loans.
Total residential construction and development loans (consisting of 1-4 family construction loans and residential development loans) were $327.0 million at December 31, 2013, a decline of $93.3 million or 22.2% from December 31, 2012. The decline was primarily driven by charge-offs and sales of distressed loans. Additionally, Synovus is not actively seeking to originate these types of loans.
Land Acquisition Loans
Total land acquisition loans were $707.8 million at December 31, 2013, or 3.5% of the total loan portfolio, a decline of 11.0% from December 31, 2012, primarily due to charge-offs and sales of distressed loans. Land acquisition loans are secured by land held for future development, typically in excess of one year. They have short-term maturities and are typically unamortized. These properties are substantially within the Synovus footprint and generally carry personal guarantees from the principals. They are underwritten based on the loan to value of the collateral and the capacity of the guarantor(s). This portfolio increased during the recession as land loans
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originally planned for development moved back into inventory for future development but has decreased over recent years as the exposure in this portfolio has been closely monitored and reduced primarily through asset dispositions and charge-offs.
Retail Loans
Total retail loans as of December 31, 2013 were $3.65 billion, or 18.1% of the total loan portfolio compared to $3.49 billion, or 17.9% of the total loan portfolio at December 31, 2012. Total retail loans increased by $153.5 million, or 4.4%, from December 31, 2012 due primarily to initiatives to grow this portion of the loan portfolio. The retail loan portfolio consists of a wide variety of loan products offered through Synovus' banking network, including first and second residential mortgages, HELOC, credit card loans, automobile loans, and other retail loans. These various types of secured and unsecured retail loans are marketed to qualifying existing clients and to other creditworthy candidates in Synovus' market area. The majority of Synovus' retail loans are consumer mortgages and home equity lines secured by first and second liens on residential real estate primarily located in the markets served by Synovus in Georgia, Florida, South Carolina, Alabama, and Tennessee. Credit card loans totaled $256.8 million at December 31, 2013 and $263.6 million at December 31, 2012, including $55.3 million and $58.3 million of commercial credit card loans, respectively. These commercial credit card loans relate to Synovus' commercial customers who utilize corporate credit cards for various business activities.
The following table shows the retail loan portfolio by state at December 31, 2013 and 2012.
Table 17- Retail Loans by State* | December 31, | |||||
(in thousands) | 2013 | 2012 | ||||
Georgia | $ | 1,809,143 | 1,699,214 | |||
Florida | 547,104 | 486,708 | ||||
Alabama | 548,114 | 566,099 | ||||
Tennessee | 232,458 | 243,531 | ||||
South Carolina | 511,414 | 499,196 | ||||
Total retail loans | $ | 3,648,233 | 3,494,748 | |||
* Loans are grouped by state based on where the loans were originated.
Risk levels 1-6 (descending) for retail loans are assigned based upon risk scores and are considered “pass” ratings. The retail loan portfolio is sent to a consumer credit reporting agency for a refresh of customers' credit scores at least annually to determine ongoing consistency or negative migration in the quality of the portfolio. As part of the refresh most recently updated as of December 31, 2013, revolving lines of credit were reviewed for a material change in financial circumstances and subsequently suspended for further advances when warranted. FICO scores within the retail residential real estate portfolio have generally remained stable since 2007.
Higher-risk consumer loans as defined by the FDIC are consumer loans (excluding consumer loans defined as nontraditional mortgage loans) where, as of the origination date or, if the loan has been refinanced, as of the refinance date, the probability of default within two years is greater than 20%, as determined using a defined historical stress period. These loans are not a part of Synovus' retail lending strategy, and Synovus does not currently develop or offer specific sub-prime, alt-A, no documentation or stated income retail residential real estate loan products. Synovus estimates that, as of December 31, 2013, it has $151.1 million of higher-risk consumer loans (4.1% of said portfolio and 0.8% of the total loan portfolio). Included in this amount is $21.0 million of accruing TDRs. Synovus makes retail lending decisions based upon a number of key credit risk determinants including FICO scores as well as bankruptcy predictor scores, loan-to-value, and debt-to-income ratios. Through its mortgage subsidiary, Synovus previously originated Fannie Mae alt-A loans with the intent to sell these loans into the secondary market. Synovus no longer originates such loans and as of December 31, 2013, the balance of such loans remaining on the balance sheet is not material.
Prior to July 2009, Synovus’ loan policy did not specifically prohibit the origination of no documentation or stated income loans as long as such loans were supported by other risk mitigating criteria including, but not limited to, established banking relationship history, significant cash on deposit, and/or compensating loan-to-value or debt-to-income ratios. Since July 2009, as Synovus has continued to tighten its retail residential real estate origination policy, no documentation or stated income loans are permitted to be made only on an exception basis and only if supplemented by the mitigating criteria previously noted. While Synovus does not currently offer specific no documentation or stated income retail residential real estate loan products, loans with these characteristics could have been issued under the previous loan policy or as an exception under the current loan policy, primarily to individuals with existing banking relationships. Synovus does not believe it has originated a significant dollar amount of such loans and does not believe that extending such loans has had a significant negative impact on the credit quality of the portfolio.
At December 31, 2013 and December 31, 2012, weighted average FICO scores within the retail residential real estate portfolio were 768 and 757 (HELOC), respectively, and 720 and 735 (Consumer Mortgages), respectively. Total past dues within the retail residential real estate portfolio as of December 31, 2013 were 0.32% (HELOC) and 1.26% (Consumer Mortgages) compared to 0.67% (HELOC) and 1.69% (Consumer Mortgages) at December 31, 2012. The net charge-off ratios for the year ended December 31, 2013
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were 0.51% (HELOC) and 0.72% (Consumer Mortgages) compared to 1.19% (HELOC) and 1.30% (Consumer Mortgages) for the year ended December 31, 2012.
See "Part I - Item 1.Business - Monitoring of Collateral and Loan Guarantees" of this Report for information on monitoring of collateral and loan guarantees.
The following table shows the composition of the loan portfolio at December 31, 2013, 2012, 2011, 2010, and 2009.
Table 18 - Five Year Composition of Loan Portfolio | ||||||||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||||||||||||||||
(dollars in thousands) | Amount | %* | Amount | %* | Amount | %* | Amount | %* | Amount | %* | ||||||||||||||||||||||||
Commercial | ||||||||||||||||||||||||||||||||||
Commercial, financial, and agricultural | $ | 5,498,739 | 27.4 | % | $ | 5,291,078 | 27.1 | % | $ | 5,076,618 | 25.3 | % | $ | 5,267,861 | 24.4 | % | $ | 6,003,735 | 23.7 | % | ||||||||||||||
Owner-occupied | 3,814,720 | 19.0 | 3,762,024 | 19.2 | 3,852,854 | 19.2 | 3,996,950 | 18.5 | 4,443,611 | 17.5 | ||||||||||||||||||||||||
Small business | 687,216 | 3.4 | 516,349 | 2.6 | 300,333 | 1.5 | 229,227 | 1.1 | 189,438 | 0.7 | ||||||||||||||||||||||||
Real estate — construction | 1,754,736 | 8.8 | 1,748,774 | 8.9 | 2,381,728 | 11.9 | 3,112,919 | 14.4 | 5,171,398 | 20.4 | ||||||||||||||||||||||||
Real estate — mortgage | 4,683,016 | 23.3 | 4,749,090 | 24.3 | 4,900,692 | 24.3 | 5,267,661 | 24.4 | 5,571,442 | 21.9 | ||||||||||||||||||||||||
Total commercial | 16,438,427 | 81.9 | 16,067,315 | 82.1 | 16,512,225 | 82.2 | 17,874,618 | 82.8 | 21,379,624 | 84.2 | ||||||||||||||||||||||||
Retail | ||||||||||||||||||||||||||||||||||
Real estate — mortgage | 3,106,609 | 15.4 | 2,953,958 | 15.1 | 3,031,334 | 15.1 | 3,123,300 | 14.5 | 3,352,972 | 13.3 | ||||||||||||||||||||||||
Retail loans — credit cards | 256,846 | 1.3 | 263,561 | 1.4 | 273,098 | 1.3 | 284,970 | 1.3 | 294,126 | 1.2 | ||||||||||||||||||||||||
Retail loans — other | 284,778 | 1.4 | 277,229 | 1.4 | 275,142 | 1.4 | 313,311 | 1.4 | 375,694 | 1.4 | ||||||||||||||||||||||||
Total retail | 3,648,233 | 18.1 | 3,494,748 | 17.9 | 3,579,574 | 17.8 | 3,721,581 | 17.2 | 4,022,792 | 15.9 | ||||||||||||||||||||||||
Total loans | 20,086,660 | 19,562,063 | 20,091,799 | 21,596,199 | 25,402,416 | |||||||||||||||||||||||||||||
Deferred fees and costs, net | (28,862 | ) | nm | (20,373 | ) | nm | (11,986 | ) | nm | (10,436 | ) | nm | (19,348 | ) | (0.1 | ) | ||||||||||||||||||
Total loans, net of deferred fees and costs | $ | 20,057,798 | 100.0 | % | $ | 19,541,690 | 100.0 | % | $ | 20,079,813 | 100.0 | % | $ | 21,585,763 | 100.0 | % | $ | 25,383,068 | 100.0 | % | ||||||||||||||
*Loan balance in each category is before net deferred fees and costs and is expressed as a percentage of total loans, net of deferred fees and costs.
nm - not meaningful
Other Real Estate
The carrying value of ORE was $112.6 million and $150.3 million at December 31, 2013 and 2012, respectively. During the years ended December 31, 2013, 2012 and 2011, $88.7 million, $155.8 million, and $226.9 million, respectively, of loans and other loans held for sale were foreclosed and transferred to other real estate at fair value. During the years ended December 31, 2013, 2012, and 2011, Synovus recognized foreclosed real estate expense, net, of $33.9 million, $90.7 million, and $133.6 million, respectively. These expenses included write-downs for declines in fair value of ORE subsequent to the date of foreclosure and net realized losses resulting from sales transactions totaling $25.5 million, $73.9 million, and $113.4 million for the years ended December 31, 2013, 2012, and 2011, respectively.
At foreclosure, ORE is recorded at the lower of cost or fair value less the estimated cost to sell, which establishes a new cost basis. Subsequent to foreclosure, ORE is evaluated quarterly and reported at fair value less estimated costs to sell, not to exceed the new cost basis, by review of current appraisals, as well as the review of comparable sales and other estimates of fair value obtained principally from independent sources, changes in absorption rates or market conditions from the time of the latest appraisal received or previous re-evaluation performed, and anticipated sales values considering management's plans for disposition. Additionally, as of December 31, 2013, the ORE carrying value of $112.6 million reflects cumulative write-downs totaling approximately $88 million, or 44% of the related loans' unpaid principal balance.
It is Synovus' objective to dispose of ORE properties in a timely manner and to maximize net sale proceeds. Synovus has a centralized managed assets division with the specialized skill set to facilitate this objective. While there is not a defined timeline for their sale, ORE properties are actively marketed through unaffiliated third parties including real estate brokers and real estate auctioneers. Sales are made on an opportunistic basis as acceptable buyers and terms are identified. In addition, Synovus has previously sold ORE properties in bulk asset sales to unaffiliated third parties. In some cases, Synovus is approached by potential buyers of ORE properties, or Synovus may contact independent third parties who we believe might have an interest in an ORE property.
57
Deposits
Deposits provide the most significant funding source for interest earning assets. The following table shows the relative composition of deposits for 2013 and 2012. See Table 22 for information on average deposits including average rates paid in 2013 and 2012.
Table 19 - Composition of Deposits | |||||||||||||
(dollars in thousands) | 2013 | %(1) | 2012 | %(1) | |||||||||
Non-interest bearing demand deposits | $ | 5,642,751 | 27.0 | % | $ | 5,665,527 | 26.9 | % | |||||
Interest bearing demand deposits | 3,969,634 | 19.0 | 4,016,209 | 19.1 | |||||||||
Money market accounts, excluding brokered deposits | 6,069,548 | 29.1 | 6,136,538 | 29.1 | |||||||||
Savings deposits | 602,655 | 2.9 | 562,717 | 2.7 | |||||||||
Time deposits, excluding brokered deposits | 3,498,200 | 16.8 | 3,583,304 | 17.0 | |||||||||
Brokered deposits | 1,094,002 | 5.2 | 1,092,749 | 5.2 | |||||||||
Total deposits | 20,876,790 | 100.0 | 21,057,044 | 100.0 | |||||||||
Core deposits(2) | 19,782,788 | 94.8 | 19,964,295 | 94.8 | |||||||||
Core deposits excluding time deposits(2) | $ | 16,284,588 | 78.0 | % | $ | 16,380,991 | 77.8 | % | |||||
(1) Deposits balance in each category expressed as percentage of total deposits.
(2) 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.
Total deposits at December 31, 2013 decreased $180.3 million, or 0.9% from December 31, 2012. Total core deposits excluding time deposits at December 31, 2013 declined $96.4 million, or 0.6% from December 31, 2012 and non-interest bearing demand deposits as a percentage of total deposits were 27.0% at December 31, 2013 compared to 26.9% 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.
Time deposits of $100,000 and greater at December 31, 2013 and 2012 were $2.91 billion and $2.86 billion, respectively, and included brokered time deposits of $880.8 million and $892.3 million, respectively. See Table 20 for the maturity distribution of time deposits of $100,000 or more. These larger deposits represented 13.9% and 13.6% of total deposits at December 31, 2013 and 2012, respectively, and included brokered time deposits which represented 4.2% of total deposits at both December 31, 2013 and 2012.
At December 31, 2013 and 2012, total brokered deposits represented 5.2% of Synovus’ total deposits.
The following table shows maturities of time deposits of $100,000 or more at December 31, 2013.
Table 20 - Maturity Distribution of Time Deposits of $100,000 or More | ||||
(in thousands) | December 31, 2013 | |||
3 months or less | $ | 900,865 | ||
Over 3 months through 6 months | 479,969 | |||
Over 6 months through 12 months | 767,098 | |||
Over 12 months | 764,037 | |||
Total outstanding | $ | 2,911,969 | ||
Visa Shares and Related Agreement
Synovus is a member of the Visa USA network and received shares of Visa Class B common stock in exchange for its membership interest in Visa USA in conjunction with the Visa IPO in 2009. Visa members have indemnification obligations with respect to the Covered Litigation. Additionally, Visa Class B shares are subject to certain restrictions until the settlement of the Covered Litigation. As of December 31, 2013, the Covered Litigation had not been settled. Visa has established a litigation escrow to fund settlement of the Covered Litigation. The litigation escrow is funded by proceeds from Visa's conversion of Class B shares to Class A shares.
58
Synovus has recorded a contingent liability representing the estimate of the Company's exposure to the settlement of the Covered Litigation, via the Visa Derivative liability. A relatively high degree of subjectivity is used in estimating the fair value of the derivative liability. Management believes that the estimate of the fair value of the Visa Derivative liability is reasonable based on current information; however, future developments in the litigation could require potentially significant changes to the estimate.
See "Part II - Item 8. Financial Statements and Supplementary Data - Note 19 - Visa Shares and Related Agreements" of this Report for further information.
Net Interest Income
The following table summarizes the components of net interest income for the years ended December 31, 2013, 2012 and 2011, including the tax-equivalent adjustment that is required in making yields on tax-exempt loans and investment securities comparable to taxable loans and investment securities. The taxable-equivalent adjustment is based on a 35% federal income tax rate.
Table 21- Net Interest Income | ||||||||||
Years Ended December 31, | ||||||||||
(in thousands) | 2013 | 2012 | 2011 | |||||||
Interest income | $ | 929,014 | 1,004,140 | 1,141,756 | ||||||
Taxable-equivalent adjustment | 2,184 | 3,106 | 3,580 | |||||||
Interest income, taxable-equivalent | 931,198 | 1,007,246 | 1,145,336 | |||||||
Interest expense | 118,822 | 150,023 | 217,602 | |||||||
Net interest income, taxable-equivalent | $ | 812,376 | 857,223 | 927,734 | ||||||
Net interest income (interest income less interest expense) is a significant component of revenue, representing earnings from the primary business of gathering funds from customer deposits and other sources, and investing those funds primarily in loans and investment securities. Synovus’ long-term objective is to manage those assets and liabilities to maximize net interest income while balancing interest rate, credit, liquidity, and capital risks.
Net interest income is presented in this discussion on a tax-equivalent basis so that the income from assets exempt from federal income taxes is adjusted based on a statutory marginal federal tax rate of 35% in all years (see Table 21 above). The net interest margin is defined as taxable-equivalent net interest income divided by average total interest earning assets and provides an indication of the efficiency of the earnings from balance sheet activities. The net interest margin is affected by changes in the spread between interest earning asset yields and interest bearing liability costs (spread rate), and by the percentage of interest earning assets funded by non-interest bearing funding sources.
Net interest income for 2013 was $810.2 million, down $43.9 million, or 5.1%, from 2012. On a taxable-equivalent basis, net interest income decreased $44.8 million, or 5.2%, from 2012. During 2013, average earning assets decreased $596.0 million, or 2.4%, primarily as a result of a decrease in investment securities balances and balances due from the Federal Reserve Bank.
Net interest income for 2012 was $854.1 million, down $70.0 million, or 7.6%, from 2011. On a taxable-equivalent basis, net interest income decreased $70.5 million, or 7.6%, from 2011. During 2012, average earning assets decreased $1.96 billion, or 7.4%, primarily as a result of a decrease in net loans and balances due from the Federal Reserve Bank.
Net Interest Margin
The net interest margin was 3.40% for 2013, a decrease of 10 basis points from 2012. The yield on earning assets decreased 22 basis points to 3.89% and the effective cost of funds decreased 12 basis points to 0.49%. The effective cost of funds includes non-interest bearing funding sources primarily consisting of demand deposits.
The primary components of the yield on interest earning assets are loan yields, yields on investment securities, and the yield on balances held with the Federal Reserve Bank. During 2013, loan yields decreased 29 basis points to 4.51%. The decrease in loan yields was due to the continued low level of market interest rates and the downward repricing of maturing loans, partially offset by an improvement in the negative impact of non-performing loans. Yields on investment securities decreased by 26 basis points due to the impact of the continued low interest rate environment. This environment results in lower yields as older, higher yielding securities mature and are replaced at the current lower yield levels. The lower level of interest rates also generates a higher level of mortgage-backed security prepayment activity, resulting in a higher level of purchased premium amortization. This higher level of premium amortization did begin to moderate in the second half of 2013. The average balance of funds held at the Federal Reserve Bank decreased $116.2 million to a balance of $1.26 billion in 2013. Reducing these low yielding balances positively
59
impacts realized earning asset yields. Synovus expects to further modestly reduce the average balances held at the Federal Reserve Bank during 2014.
The primary factors contributing to the 12 basis point decrease in the effective cost of funds during 2013 were a 68 basis point decrease in the cost of long-term debt, a 43 basis point decrease in the cost of time deposits and a 6 basis point decrease in the cost of money market accounts. The decline in the cost of time deposits was primarily due to a 102 basis point decrease in the cost of brokered time deposits. This decrease was driven by the maturity of older, higher cost deposits which were replaced at current lower cost levels.
The net interest margin was 3.50% for 2012, a decrease of 1 basis point from 2011. The yield on earning assets decreased 22 basis points to 4.11% and the effective cost of funds decreased 21 basis points to 0.61%. The effective cost of funds includes non-interest bearing funding sources primarily consisting of demand deposits.
During 2012, loan yields decreased 29 basis points to 4.80%. The decrease in loan yields was due to a continued decline in market interest rates and the downward repricing of maturing fixed rate loans, partially offset by an improvement in the negative impact of non-performing loans. Yields on investment securities decreased by 127 basis points due to continued declines in bond market yields and a significant increase in prepayment activity, which resulted in a higher level of purchased premium amortization. The 2012 yield on investment securities was also negatively impacted by a repositioning of the portfolio completed during the third quarter of 2011. A key component of this repositioning was the sale of higher coupon, more payment sensitive MBS, and the purchase of lower coupon MBS. This action was deemed to be prudent in light of continued declines in rates and the expectation of a higher level of prepayment activity. While increasing the stability of cash flows, the short-term impact of selling higher coupon MBS is negative to the overall portfolio yield. The yield on balances held at the Federal Reserve Bank remained unchanged at 0.25% while the average balance decreased by $1.27 billion to a balance of $1.37 billion in 2012. Reducing these low yielding balances positively impacts realized earning asset yields.
The primary factors contributing to the 21 basis point decrease in the effective cost of funds during 2012 were a 38 basis point decrease in the cost of time deposits and a 30 basis point decrease in the cost of money market accounts. In addition to these factors, reduced utilization of brokered deposits and a continued deposit mix shift toward lower cost transaction accounts favorably impacted the effective cost of funds. Average non-interest bearing demand deposits, which increased by $425.7 million, or 8.4%, for 2012, funded 27.5% of average total interest earning assets in 2012 as compared to 19.2% during 2011.
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Table 22 - Average Balances, Interest, and Yields | ||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||||||||
(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) | $ | 19,494,216 | 862,833 | 4.43 | % | $ | 19,645,210 | 919,945 | 4.68 | % | $ | 20,563,724 | 1,014,144 | 4.93 | % | |||||||||||||||
Tax-exempt loans, net(1)(2)(3) | 112,030 | 5,564 | 4.97 | 145,767 | 7,576 | 5.20 | 153,181 | 8,110 | 5.29 | |||||||||||||||||||||
Less Allowance for loan losses | 341,658 | — | — | 469,714 | — | — | 649,024 | — | — | |||||||||||||||||||||
Loans, net | 19,264,588 | 868,397 | 4.51 | 19,321,263 | 927,521 | 4.80 | 20,067,881 | 1,022,254 | 5.09 | |||||||||||||||||||||
Investment securities available for sale: | ||||||||||||||||||||||||||||||
Taxable investment securities | 3,070,019 | 52,118 | 1.70 | 3,419,556 | 66,416 | 1.94 | 3,309,981 | 106,010 | 3.20 | |||||||||||||||||||||
Tax-exempt investment securities(3) | 10,827 | 686 | 6.34 | 20,451 | 1,319 | 6.45 | 32,177 | 2,167 | 6.73 | |||||||||||||||||||||
Total investment securities | 3,080,846 | 52,804 | 1.71 | 3,440,007 | 67,735 | 1.97 | 3,342,158 | 108,177 | 3.24 | |||||||||||||||||||||
Trading account assets | 10,090 | 548 | 5.43 | 12,632 | 963 | 7.62 | 17,706 | 925 | 5.22 | |||||||||||||||||||||
Interest earning deposits with banks | 21,598 | 22 | 0.10 | 20,700 | 76 | 0.37 | 23,712 | 114 | 0.48 | |||||||||||||||||||||
Due from Federal Reserve Bank | 1,258,473 | 3,222 | 0.26 | 1,374,634 | 3,451 | 0.25 | 2,639,885 | 6,660 | 0.25 | |||||||||||||||||||||
Federal funds sold and securities purchased under resale agreements | 95,838 | 85 | 0.09 | 123,732 | 140 | 0.11 | 149,893 | 118 | 0.08 | |||||||||||||||||||||
FHLB and Federal Reserve Bank stock | 67,998 | 1,679 | 2.47 | 65,379 | 1,159 | 1.77 | 99,028 | 893 | 0.90 | |||||||||||||||||||||
Mortgage loans held for sale | 109,761 | 4,441 | 4.05 | 146,892 | 6,201 | 4.22 | 121,244 | 6,195 | 5.11 | |||||||||||||||||||||
Total interest earning assets | 23,909,192 | 931,198 | 3.89 | % | 24,505,239 | 1,007,246 | 4.11 | % | 26,461,507 | 1,145,336 | 4.33 | % | ||||||||||||||||||
Cash and due from banks | 431,003 | 450,965 | 437,648 | |||||||||||||||||||||||||||
Premises and equipment, net | 477,688 | 479,878 | 502,390 | |||||||||||||||||||||||||||
Other real estate | 142,570 | 198,295 | 261,369 | |||||||||||||||||||||||||||
Other assets(4) | 1,368,791 | 734,944 | 849,279 | |||||||||||||||||||||||||||
Total assets | 26,329,244 | 26,369,321 | 28,512,193 | |||||||||||||||||||||||||||
Liabilities and Equity | ||||||||||||||||||||||||||||||
Interest bearing liabilities: | ||||||||||||||||||||||||||||||
Interest bearing demand deposits | $ | 3,943,616 | 7,773 | 0.20 | % | $ | 3,540,734 | 7,467 | 0.21 | % | $ | 3,416,021 | 10,296 | 0.30 | % | |||||||||||||||
Money market accounts | 6,334,248 | 20,817 | 0.33 | 6,834,271 | 26,794 | 0.39 | 6,884,462 | 47,489 | 0.69 | |||||||||||||||||||||
Savings deposits | 601,036 | 632 | 0.11 | 551,803 | 598 | 0.11 | 513,123 | 679 | 0.13 | |||||||||||||||||||||
Time deposits | 4,579,979 | 35,170 | 0.77 | 5,062,826 | 60,890 | 1.20 | 7,320,737 | 115,420 | 1.58 | |||||||||||||||||||||
Federal funds purchased and securities sold under repurchase agreements | 208,267 | 324 | 0.16 | 320,338 | 614 | 0.19 | 389,582 | 1,064 | 0.27 | |||||||||||||||||||||
Long-term debt | 1,806,351 | 54,106 | 3.00 | 1,457,020 | 53,660 | 3.68 | 1,731,218 | 42,654 | 2.46 | |||||||||||||||||||||
Total interest bearing liabilities | 17,473,497 | 118,822 | 0.68 | % | 17,766,992 | 150,023 | 0.84 | % | 20,255,143 | 217,602 | 1.07 | % | ||||||||||||||||||
Non-interest bearing demand deposits | 5,353,819 | 5,507,895 | 5,082,164 | |||||||||||||||||||||||||||
Other liabilities | 206,431 | 235,307 | 263,184 | |||||||||||||||||||||||||||
Equity | 3,295,497 | 2,859,127 | 2,911,702 | |||||||||||||||||||||||||||
Total liabilities and equity | $ | 26,329,244 | $ | 26,369,321 | $ | 28,512,193 | ||||||||||||||||||||||||
Net interest income/margin | 812,376 | 3.40 | % | 857,223 | 3.50 | % | 927,734 | 3.51 | % | |||||||||||||||||||||
Less Taxable-equivalent adjustment | 2,184 | 3,106 | 3,580 | |||||||||||||||||||||||||||
Net interest income, actual | 810,192 | 854,117 | 924,154 | |||||||||||||||||||||||||||
(1) | Average loans are shown net of deferred fees and costs. Non-performing loans are included. |
(2) | Interest income includes loan fees as follows: 2013 — $25.6 million, 2012 — $19.8 million, and 2011 — $17.3 million. |
(3) | Reflects taxable-equivalent adjustments, using the statutory federal tax rate of 35%, adjusting interest on tax-exempt loans and investment securities to a taxable-equivalent basis. |
(4) | Includes average net unrealized gains on investment securities available for sale of $12.0 million, $66.3 million, and $98.6 million for the years ended December 31, 2013, 2012, and 2011, respectively. |
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Table 23 - Rate/Volume Analysis | 2013 Compared to 2012 Change Due to(1) | 2012 Compared to 2011 Change Due to(1) | |||||||||||||||||
(in thousands) | Volume | Yield/Rate | Net Change | Volume | Yield/Rate | Net Change | |||||||||||||
Interest earned on: | |||||||||||||||||||
Taxable loans, net | $ | (7,067 | ) | (50,045 | ) | (57,112 | ) | $ | (45,283 | ) | (48,916 | ) | (94,199 | ) | |||||
Tax-exempt loans, net(2) | (1,754 | ) | (258 | ) | (2,012 | ) | (392 | ) | (142 | ) | (534 | ) | |||||||
Taxable investment securities | (6,781 | ) | (7,517 | ) | (14,298 | ) | 3,506 | (43,100 | ) | (39,594 | ) | ||||||||
Tax-exempt investment securities(2) | (621 | ) | (12 | ) | (633 | ) | (789 | ) | (59 | ) | (848 | ) | |||||||
Trading account assets | (194 | ) | (221 | ) | (415 | ) | (265 | ) | 303 | 38 | |||||||||
Interest earning deposits with banks | 3 | (57 | ) | (54 | ) | (14 | ) | (24 | ) | (38 | ) | ||||||||
Due from Federal Reserve Bank | (290 | ) | 61 | (229 | ) | (3,163 | ) | (46 | ) | (3,209 | ) | ||||||||
Federal funds sold and securities purchased under resale agreements | (31 | ) | (24 | ) | (55 | ) | (21 | ) | 43 | 22 | |||||||||
FHLB and Federal Reserve Bank stock | 46 | 474 | 520 | (303 | ) | 569 | 266 | ||||||||||||
Mortgage loans held for sale | (1,567 | ) | (193 | ) | (1,760 | ) | 1,311 | (1,305 | ) | 6 | |||||||||
Total interest income | (18,256 | ) | (57,792 | ) | (76,048 | ) | (45,413 | ) | (92,677 | ) | (138,090 | ) | |||||||
Interest paid on: | |||||||||||||||||||
Interest bearing demand deposits | 846 | (540 | ) | 306 | 374 | (3,203 | ) | (2,829 | ) | ||||||||||
Money market accounts | (1,950 | ) | (4,027 | ) | (5,977 | ) | (346 | ) | (20,349 | ) | (20,695 | ) | |||||||
Savings deposits | 54 | (20 | ) | 34 | 50 | (131 | ) | (81 | ) | ||||||||||
Time deposits | (5,794 | ) | (19,926 | ) | (25,720 | ) | (35,675 | ) | (18,855 | ) | (54,530 | ) | |||||||
Federal funds purchased and securities sold under repurchase agreements | (213 | ) | (77 | ) | (290 | ) | (187 | ) | (263 | ) | (450 | ) | |||||||
Other borrowed funds | 12,855 | (12,409 | ) | 446 | (6,745 | ) | 17,751 | 11,006 | |||||||||||
Total interest expense | 5,798 | (36,999 | ) | (31,201 | ) | (42,529 | ) | (25,050 | ) | (67,579 | ) | ||||||||
Net interest income | $ | (24,054 | ) | (20,793 | ) | (44,847 | ) | $ | (2,884 | ) | (67,627 | ) | (70,511 | ) | |||||
(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. |
Non-interest Income
Total reported non-interest income was $253.6 million in 2013, down $60.4 million or 19.2% compared to 2012. The decline was primarily due to higher levels of investment securities gains and private equity investment gains recorded during 2012, and a current year decrease in mortgage banking income. Adjusted non-interest income, which excludes net investment securities gains and private equity investment gains/(losses), decreased $13.0 million or 4.9% compared to 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 applicable reconciliation.
The following table shows the principal components of non-interest income.
Table 24 - Non-interest Income | ||||||||||
Years Ended December 31, | ||||||||||
(in thousands) | 2013 | 2012 | 2011 | |||||||
Service charges on deposit accounts | $ | 77,789 | 78,203 | 78,770 | ||||||
Fiduciary and asset management fees | 43,450 | 42,503 | 45,809 | |||||||
Brokerage revenue | 27,538 | 26,913 | 26,006 | |||||||
Mortgage banking income | 22,482 | 32,272 | 20,316 | |||||||
Bankcard fees | 30,641 | 34,075 | 41,493 | |||||||
Investment securities gains, net | 2,945 | 39,142 | 75,007 | |||||||
Other fee income | 22,567 | 21,138 | 19,953 | |||||||
(Decrease) increase in fair value of private equity investments, net | (2,963 | ) | 8,233 | (1,118 | ) | |||||
Other non-interest income | 29,122 | 31,487 | 32,638 | |||||||
Total non-interest income | $ | 253,571 | 313,966 | 338,874 | ||||||
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Principal Components of Non-interest Income
Service charges on deposit accounts were $77.8 million in 2013, a slight decrease of 0.5% from the previous year, and $78.2 million in 2012, a decrease of 0.7% from 2011. Service charges on deposit accounts consist of NSF fees, account analysis fees, and all other service charges. NSF fees were $34.0 million in 2013, a decrease of $3.3 million, or 8.8% from 2012, due to lower opt-in rates under Regulation E (Regulation E limits the ability of a financial institution to assess an overdraft fee for paying automated teller machine and debit card transactions that overdraw a customer's account unless the customer affirmatively consents, or opts-in, to the institution's payment of overdrafts for these transactions) and from a decline in the number of accounts following product changes implemented in June of 2012. Account analysis fees were $22.2 million in 2013, up $1.7 million, or 8.5%, compared to 2012 due to service charge increases implemented on January 1, 2013, reductions in discounted/waived fees, and reductions in earnings credit rates. All other service charges on deposit accounts, which consist primarily of monthly fees on retail demand deposit and saving accounts, were $21.5 million for 2013, an increase of $1.1 million, or 5.5%, compared to 2012. The year-over year increase in all other service charges is primarily due to product changes implemented in June of 2012.
Fiduciary and asset management fees are derived from providing estate administration, employee benefit plan administration, personal trust, corporate trust, corporate bond, investment management and financial planning services. Fiduciary and asset management fees were $43.5 million in 2013, an increase of 2.2% from 2012, primarily due to an increase in fees from trust services. Fiduciary and asset management fees decreased 7.2% in 2012 compared to 2011.
At December 31, 2013, the market value of assets under management was approximately $9.8 billion, an increase of 11.9% from 2012, and $8.8 billion at December 31, 2012, an increase of 2.8% from 2011. Reported assets under management include approximately $289 million and $276 million at December 31, 2013 and 2012, respectively, of assets managed for certain Synovus employee retirement plans. AUM consist of all assets where Synovus has investment authority. Assets under advisement were approximately $2.6 billion and $2.5 billion at December 31, 2013 and 2012, respectively. Assets under advisement consist of non-managed assets as well as non-custody assets where Synovus earns a consulting fee. Assets under advisement at December 31, 2013 increased 5.8% from 2012. Total assets under management and advisement were approximately $12.4 billion at December 31, 2013 compared to $11.3 billion at December 31, 2012. Many of the fiduciary and asset management fee charges are based on asset values, and changes in these values throughout the year directly impact fees earned.
Brokerage revenue was $27.5 million in 2013, a 2.3% increase from 2012, and $26.9 million in 2012, a 3.5% increase from 2011. Brokerage revenue consists primarily of brokerage commissions. Brokerage assets were $4.67 billion and $3.93 billion as of December 31, 2013 and 2012, respectively.
Mortgage banking income decreased $9.8 million or 30.3% for the year ended December 31, 2013 compared to 2012. The decline was primarily due to a decrease in mortgage production with refinance volume down significantly as well as lower revenue per loan due to new purchase market competitive pressures. Mortgage banking income increased $12.0 million or 58.9% for the year ended December 31, 2012 compared to 2011 due to a high level of refinance activity during 2012.
Bankcard fees decreased $3.4 million, or 10.1%, for the year ended December 31, 2013 compared to 2012, primarily due to a $2.9 million benefit recorded during 2012 from a change in the debit card rewards program. Bankcard fees consist primarily of credit card interchange fees and debit card interchange fees. Debit card interchange fees were $12.9 million, up 8.2% for the year ended December 31, 2013, compared to 2012. Credit card interchange fees were $21.2 million, up $466 thousand, or 2.2%, for the year ended December 31, 2013 compared to 2012. Bankcard fees decreased $7.4 million, or 17.9%, for the year ended December 31, 2012 compared to 2011 primarily as a result of regulations that became effective on October 1, 2011 that restricted interchange fees on debit card transactions.
Other fee income includes fees for letters of credit, safe deposit box fees, access fees for automatic teller machine use, customer swap dealer fees, and other service charges. Other fee income increased $1.4 million, or 6.8%, for the year ended December 31, 2013 compared to 2012. The increase in other fee income for the year ended December 31, 2013 compared to 2012 was largely due to an increase in customer swap dealer fees.
Private equity investments consist primarily of earnings on equity method investments in venture capital funds, and the net loss in 2013 consisted mostly of unrealized losses on various investments within the fund; the net gain in 2012 consisted mostly of unrealized gains on various investments within the fund.
The main components of other non-interest income are income from company-owned life insurance policies, insurance commissions, card sponsorship fees and other miscellaneous items. Other non-interest income decreased $2.4 million or 7.5% for the year ended December 31, 2013 compared to 2012. Other non-interest income for the year ended December 31, 2012 included higher levels of miscellaneous income items as well as higher levels of insurance commissions.
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Non-interest Expense
Non-interest expense for 2013 was $741.5 million, down $74.7 million, or 9.2%, from 2012, following a decrease of $87.5 million or 9.7% in 2012 compared to 2011. Adjusted non-interest expense, which excludes Visa indemnification charges, restructuring charges, other credit costs, and litigation loss contingency expense, was $670.5 million in 2013, a decline of $21.8 million, or 3.1%, from 2012, and declined $25.1 million or 3.5% in 2012 from 2011. The decline in adjusted non-interest expense during 2013 was due primarily to implementation of the $30 million expense reduction initiative announced in January 2013. See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" of this Report for applicable reconciliation. Synovus continues to focus on increasing efficiencies while investing in key talent, new technologies, and marketing.
The following table summarizes this data for the years ended December 31, 2013, 2012 and 2011.
Table 25 - Non-interest Expense | ||||||||||
Years Ended December 31, | ||||||||||
(in thousands) | 2013 | 2012 | 2011 | |||||||
Salaries and other personnel expense | $ | 368,152 | 375,872 | 371,546 | ||||||
Net occupancy and equipment expense | 103,339 | 105,575 | 114,037 | |||||||
FDIC insurance and other regulatory fees | 32,758 | 45,408 | 59,063 | |||||||
Foreclosed real estate expense, net | 33,864 | 90,655 | 133,570 | |||||||
Losses (gains) on other loans held for sale, net | 329 | 4,681 | (2,737 | ) | ||||||
Professional fees | 38,776 | 41,307 | 40,585 | |||||||
Third-party services | 40,135 | 38,006 | 40,028 | |||||||
Visa indemnification charges | 1,600 | 6,304 | 6,038 | |||||||
Restructuring charges | 11,064 | 5,412 | 30,665 | |||||||
Other operating expenses | 111,520 | 103,017 | 110,970 | |||||||
Total non-interest expense | $ | 741,537 | 816,237 | 903,765 | ||||||
2013 vs. 2012
Total employees were 4,696 at December 31, 2013, down 267 or 5.4% from 4,963 employees at December 31, 2012. Salaries and other personnel expenses decreased $7.7 million, or 2.1% from 2012, primarily due to the decrease in headcount, but partially offset by increases in employee insurance costs.
Net occupancy and equipment expense declined $2.2 million or 2.1% during 2013, reflecting savings realized from ongoing efficiency initiatives.
FDIC insurance costs and other regulatory fees decreased $12.6 million, or 27.9% in 2013 compared to 2012 primarily due to a decline in the assessment rate for Synovus Bank.
Foreclosed real estate expense decreased $56.8 million, or 62.6%, down from $90.7 million during 2012. The decline was largely a result of lower levels of write-downs due to declines in fair value of ORE, as well as lower inventory due to a reduction in the level of foreclosures. For further discussion of foreclosed real estate, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 9 - Other Real Estate" of this Report.
Restructuring charges of $11.1 million in 2013 are comprised of $8.0 million in severance charges, $1.9 million in net asset impairment charges, $1.1 million in lease termination charges, and $63 thousand in professional fees. For further explanation of restructuring charges, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 3 - Restructuring Charges" of this Report.
Other operating expenses for 2013 include a $10.0 million litigation loss contingency accrual recorded during the three months ended December 31, 2013. Please refer to "Part II - Item 8. Financial Statements and Supplementary Data - Note 21 - Legal Proceedings" of this Report for a more detailed discussion of legal proceedings and expenses related thereto.
Again in 2013, Synovus has achieved substantial progress in reducing operating expenses. New expense savings initiatives of approximately $30 million are expected to be implemented during 2014 while continuing to increase investments in talent, technology, and marketing.
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2012 vs. 2011
Total salaries and other personnel expense was $375.9 million in 2012, up $4.3 million, or 1.2% from 2011. Headcount decreased to 4,963 at December 31, 2012, down 261, or 5.0% from 5,224 employees at December 31, 2011. The expense savings realized from the decrease in headcount and decrease in employee insurance expense were offset by higher commission expense on mortgage banking and brokerage revenue, higher incentive compensation, and annual merit increases.
Net occupancy and equipment expense declined $8.5 million, or 7.4%, during 2012 primarily due to savings realized from ongoing efficiency initiatives, including the closing of 41 branches during the two years ended December 31, 2012.
FDIC insurance costs and other regulatory fees decreased $13.7 million, or 23.1% in 2012 compared to 2011 due to the favorable impact of continuing improved performance at Synovus Bank on the assessment rate and a decline in the assessment base.
Foreclosed real estate costs decreased $42.9 million, or 32.1% in 2012. This decline was largely a result of lower ORE inventory due to a reduction in the level of foreclosures as well as lower charges due to declines in fair value.
During 2012, Synovus recognized Visa indemnification charges of $6.3 million compared to $6.0 million in 2011. These charges are related to Synovus' obligations as a member of the Visa USA network. See "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Visa Shares and Related Agreement" of this Report for further discussion of Visa indemnification charges.
Restructuring charges of $5.4 million in 2012 are comprised of $3.8 million in severance charges, $1.3 million in asset impairment charges, and $306 thousand in professional fees. For further explanation of restructuring charges, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 3 - Restructuring Charges" of this Report.
Other operating expenses decreased $8.0 million, or 7.2%, during 2012 compared to 2011 with declines in most expense categories.
Income Tax Expense
Income tax expense was $93.2 million for the year ended December 31, 2013 compared to an income tax benefit of $798.7 million for the year ended December 31, 2012. The 2012 income tax benefit was primarily due to the $802.8 million income tax benefit recognized during the three months ended December 31, 2012 upon the reversal of substantially all of the deferred tax asset valuation allowance. Income tax expense in 2011 was minimal because the Company recognized reductions to the deferred tax asset valuation allowance which offset current tax expense. The effective tax rate for the year ended December 31, 2013 was approximately 37%, and management currently expects a similar effective tax rate for the year ending December 31, 2014. The effective income tax rate in future periods could be affected by items that are infrequent in nature such as new legislation and changes in the deferred tax asset valuation allowance. See" Part II Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies", as well as "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies and Note 24 - Income Taxes" of this Report for additional discussion regarding deferred income taxes.
At December 31, 2013, total deferred tax assets, net of valuation allowance, were $744.6 million compared to $806.4 million at December 31, 2012. The decline is mainly due to the utilization of NOL carryforwards. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and their respective tax bases including operating losses and tax credit carryforwards. Net deferred tax assets (deferred tax assets net of deferred tax liabilities and valuation allowance) are reported on the consolidated balance sheet as a component of total assets.
Management assesses the valuation allowance recorded against deferred tax assets at each reporting period. The determination of whether a valuation allowance for deferred tax assets is appropriate is subject to considerable judgment and requires an evaluation of all positive and negative evidence. At December 31, 2013, the Company is no longer in a three-year cumulative loss position; accordingly, it no longer has this negative evidence to consider when evaluating the realization of its deferred tax assets. Based on the weight of all the positive and negative evidence at December 31, 2013, management has concluded that it is more likely than not that $744.6 million of the net deferred tax assets will be realized based upon future taxable income. The valuation allowance of $14.6 million at December 31, 2013 is related to specific state income tax credits that have various expiration dates through the tax year 2023 and are expected to expire before they can be utilized.
The positive evidence at December 31, 2013 includes an increase in taxable income in 2013 vs. 2012, continued improvement in credit quality, an additional year under the enhanced credit risk policy which reduces exposure to credit risk through concentration limits by loan type, exposure limits to single borrowers, among others, record of long-term positive earnings prior to the most recent economic downturn, the Company’s strong capital position, as well as sufficient amounts of projected future taxable income, of the appropriate character, to support the realization of $744.6 million of the Company’s net deferred tax asset at December 31, 2013. Management's confidence in the realization of projected future taxable income is based on an analysis of the Company's
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risk profile and recent trends in financial performance, including credit quality trends. In determining whether management's projections of future taxable income are reliable, management considered objective evidence supporting the forecast assumptions as well as recent experience which demonstrates the Company's ability to reasonably project future results of operations. See “Part I - Item 1A. Risk Factors - We may not be able to realize our deferred tax assets in the future and they may be subject to additional valuation allowances, which could adversely affect our operating results and regulatory capital ratios."
Synovus expects to realize the $744.6 million in net deferred tax assets well in advance of the statutory carryforward period. At December 31, 2013, $203.0 million of existing deferred tax assets are not related to net operating losses or credits and therefore, have no expiration date. $445.7 million of the remaining deferred tax assets relate to federal net operating losses which will expire in installments annually beginning in 2028 through 2032. Additionally, $64.7 million of the deferred tax assets relate to state net operating losses which expire in installments through the tax year 2033. Tax credit carryforwards at December 31, 2013 include federal alternative minimum tax credits totaling $21.3 million which have an unlimited carryforward period. Other federal and state tax credits at December 31, 2013 total $24.5 million and have expiration dates through the tax year 2033.
Several legislative proposals have each called for lowering the current 35% federal corporate income tax rate. If the corporate income tax rate is lowered, it would reduce the value of the deferred tax assets which would result in additional income tax expense in the period that such lower rate is enacted. Changes in future enacted income tax rates could be significant to the Company's financial position, results of operations, or cash flows.
The Tax Reform Act of 1986 contains provisions that limit the utilization of NOL carryovers if there has been an “ownership change” as defined in Section 382 of the IRC. In general, this would occur if ownership of common stock held by one or more 5% shareholders increased by more than 50 percentage points over their lowest pre-change ownership within a three year period. If Synovus experiences such an ownership change, the utilization of pre-change NOLs to reduce future federal income tax obligations could be limited. To reduce the likelihood of such an ownership change, Synovus adopted a Rights Plan in 2010 that was ratified by Synovus shareholders in 2011. The Rights Plan was extended on April 24, 2013 to expire on April 28, 2016. See “Part I - Item 1A. Risk Factors - Issuances or sales of Common Stock or other equity securities could result in an “ownership change” as defined for U.S. federal income tax purposes. In the event an “ownership change” were to occur, our ability to fully utilize a significant portion of our U.S. federal and state tax net operating losses and certain built-in losses that have not been recognized for tax purposes could be impaired as a result of the operation of Section 382 of the Code."
Credit Quality
During 2013, credit quality continued to improve, with all key credit quality measures improving significantly from 2012 levels.
Total credit costs
Total credit costs (provision for loan losses plus other credit costs which consist primarily of foreclosed real estate expense, net, provision for losses on unfunded commitments, and charges related to other loans held for sale) for the years ended December 31, 2013 and 2012 were $118.0 million and $432.6 million, respectively, including provision for loan losses of $69.6 million and $320.4 million, respectively, and net expenses related to foreclosed real estate of $33.9 million and $90.7 million, respectively. Total credit costs for 2013 declined $314.6 million or 72.7% from 2012, driven primarily by a $250.8 million decrease in provision for loan losses and lower net foreclosed real estate expenses. 2012 credit costs included approximately $157 million from the sale of distressed assets completed during the fourth quarter of 2012. Synovus expects credit costs in the first half of 2014 to remain near the second half of 2013 levels of $44.7 million and then begin to trend downward in the second half of 2014.
Non-performing Assets
Total NPAs were $539.6 million at December 31, 2013, a $163.5 million or 23.2% decrease from $703.1 million at December 31, 2012. The decline in non-performing assets was primarily due to lower NPL inflows, asset dispositions, and charge-offs. Total non-performing assets as a percentage of total loans, other loans held for sale, and other real estate declined to 2.67% at December 31, 2013 compared to 3.57% at December 31, 2012. NPAs are expected to continue to decline at a steady pace in 2014.
Non-performing loans were $416.3 million at December 31, 2013, a $127.0 million or 23.4% decrease from $543.3 million at December 31, 2012. The decline was driven by a $402.0 million or 62.7% decrease in NPL inflows and distressed loan sales (which includes some performing loans) of $141.2 million. CRE NPLs decreased by $101.6 million or 28.5% from 2012 and accounted for 79.9% of the total 2013 decrease in NPLs. Total non-performing loans as a percentage of total loans were 2.08% at December 31, 2013 compared to 2.78% at December 31, 2012. Interest income recorded on non-accrual loans for the years ended December 31, 2013 and 2012 was $5.8 million and $7.7 million, respectively.
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ORE was $112.6 million at December 31, 2013, down $37.7 million or 25.0% from $150.3 million at December 31, 2012. The decline from 2012 was driven by sales, fewer properties being transferred into other real estate, and to a lesser extent, write-downs for declines in fair value subsequent to foreclosure. ORE sales for 2013 were $110.4 million compared to $184.5 million in 2012. Residential construction and development and land acquisition ORE of $62.3 million represents 55.3% of ORE at December 31, 2013 and decreased by $21.9 million or 26.0% from $84.2 million at December 31, 2012.
The following table shows the components of NPAs by portfolio class at December 31, 2013 and 2012.
Table 27 - NPAs by Portfolio Class | ||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
(in thousands) | NPLs(1) | Impaired Loans Held for Sale | ORE | Total NPAs(2) | NPLs(1) | Impaired Loans Held for Sale | ORE | Total NPAs(2) | ||||||||||||||||
Investment properties | $ | 66,454 | 190 | 8,199 | 74,843 | $ | 91,868 | 74 | 10,011 | 101,953 | ||||||||||||||
1-4 family properties | 33,819 | 3,191 | 28,208 | 65,218 | 72,578 | 3,774 | 54,070 | 130,422 | ||||||||||||||||
Land acquisition | 154,095 | 1,475 | 38,450 | 194,020 | 191,475 | 3,571 | 41,094 | 236,140 | ||||||||||||||||
Total commercial real estate | 254,368 | 4,856 | 74,857 | 334,081 | 355,921 | 7,419 | 105,175 | 468,515 | ||||||||||||||||
Commercial, financial, and agricultural | 59,628 | 430 | 13,530 | 73,588 | 79,575 | 20 | 21,525 | 101,120 | ||||||||||||||||
Owner-occupied | 36,980 | 5,381 | 12,175 | 54,536 | 43,386 | 2,016 | 12,442 | 57,844 | ||||||||||||||||
Small business | 5,608 | 18 | 1,084 | 6,710 | 5,549 | — | 705 | 6,254 | ||||||||||||||||
Total commercial and industrial | 102,216 | 5,829 | 26,789 | 134,834 | 128,510 | 2,036 | 34,672 | 165,218 | ||||||||||||||||
Retail | 59,716 | — | 10,983 | 70,699 | 58,902 | — | 10,424 | 69,326 | ||||||||||||||||
Total | $ | 416,300 | 10,685 | 112,629 | 539,614 | $ | 543,333 | 9,455 | 150,271 | 703,059 | ||||||||||||||
(1) NPL ratio is 2.08% and 2.78% at December 31, 2013 and 2012, respectively.
(2) NPA ratio is 2.67% and 3.57% at December 31, 2013 and 2012, respectively.
NPL inflows declined $402.0 million or 62.7% from $641.4 million for 2012 to $239.4 million for 2013, with declines in all portfolio components. For more detailed information on NPL inflows for 2013 and 2012, refer to the table below, NPL Inflows by Portfolio Class.
The following table shows NPL inflows by portfolio class for the years ended December 31, 2013 and 2012.
Table 28- NPL Inflows by Portfolio Class | Years Ended December 31, | ||||||
(in thousands) | 2013 | 2012 | |||||
Investment properties | $ | 36,385 | $ | 164,441 | |||
1-4 family properties | 46,008 | 84,174 | |||||
Land acquisition | 22,193 | 196,337 | |||||
Total commercial real estate | 104,586 | 444,952 | |||||
Commercial, financial, and agricultural | 41,727 | 71,026 | |||||
Owner-occupied | 30,016 | 48,550 | |||||
Small business | 6,248 | 6,686 | |||||
Total commercial and industrial | 77,991 | 126,262 | |||||
Retail | 56,805 | 70,192 | |||||
Total NPL inflows | $ | 239,382 | $ | 641,406 | |||
Asset Dispositions
During 2013, 2012, and 2011, Synovus continued to decrease its level of distressed assets through dispositions. In the fourth quarter of 2012, Synovus completed distressed asset sales with a carrying value of $545.5 million, which primarily consisted of a bulk sale, and resulted in pre-tax charges of approximately $157 million. During 2013, 2012 and 2011, Synovus completed sales of distressed assets with total carrying values of $251.6 million, $918.8 million, and $702.5 million, respectively.
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Troubled Debt Restructurings
When borrowers are experiencing financial difficulties, the Company may, in order to assist the borrowers in repaying the principal and interest owed to the Company, make certain modifications to the borrower's loan. All loan modifications, renewals, and refinances are evaluated for troubled debt restructuring (TDR) classification. In accordance with ASU 2011-02, A Creditor's Determination of Whether a Restructuring is a Troubled Debt Restructuring, issued in April 2011, a TDR is defined as a modification with a borrower that is experiencing financial difficulties, and the company has granted a financial concession that it would not normally make. The market interest rate concept in ASU 2011-02 states that if a borrower does not otherwise have access to funds at a market interest rates for debt with characteristics similar to those of the restructured debt, the restructuring would be considered to be at a below-market rate, which indicates that the lender may have granted a concession. Since Synovus often decreases or maintains the interest rate upon renewal of a commercial loan, including renewals of loans involving borrowers experiencing financial difficulties, the market rate concept has become a significant factor in determining if a loan is classified as a TDR. All TDR's are considered to be impaired loans, and the amount of impairment, if any, is determined in accordance with ASC 310-10-35, Accounting By Creditors for Impairment of a Loan-an amendment of FASB Statements No. 5, ASC 450-20, and No. 15, ASC 310-40.
Concessions provided by Synovus in a TDR are generally made in order to assist borrowers so that debt service is not interrupted and to mitigate the potential for loan losses. A number of factors are reviewed when a loan is renewed, refinanced, or modified, including cash flows, collateral values, guarantees, and loan structures. Concessions are primarily in the form of providing a below market interest rate given the borrower's credit risk to assist the borrower in managing cash flows, an extension of the maturity of the loan generally for less than one year, or a period of time generally less than one year with a reduction of required principal and/or interest payments (e.g., interest only for a period of time). These types of concessions may be made during the term of a loan or upon the maturity of a loan, as a loan renewal. Renewals of loans made to borrowers experiencing financial difficulties are evaluated for TDR designation by determining if concessions are being granted, including consideration of whether the renewed loan has an interest rate that is at market, given the credit risk related to the loan. Insignificant periods of reduction of principal and/or interest payments, or one time deferrals of three months or less, are generally not considered to be financial concessions. Further, it is generally Synovus' practice not to defer principal and/or interest for more than twelve months.
Since 2009, for consumer real estate borrowers experiencing financial difficulties that evidence that current monthly payments are unsustainable, Synovus has been providing through its consumer real estate home affordability program (HAP), a below market interest rate given the borrower's credit risk and/or an extension of the maturity and amortization period beyond loan policy limits for renewed loans. All consumer loans restructured or modified under HAP are TDRs. In December 2013, the home affordability program ended, and any of the loans in this program that are renewed, refinanced, or modified will no longer be able to utilize this program. As of December 31, 2013 and 2012, there were $27.3 million and $26.4 million, respectively, in accruing TDRs that were part of the HAP program.
Non-accruing TDRs may generally be returned to accrual status if there has been a period of performance, consisting usually of at least a six month sustained period of repayment performance in accordance with the terms of the agreement. Consistent with regulatory guidance, a TDR will generally no longer be reported as a TDR after a period of performance which is generally a minimum of six months and after the loan has been reported as a TDR at a year-end reporting date, and if at the time of the modification, the interest rate was at market, considering the credit risk associated with the borrower.
At December 31, 2013, troubled debt restructurings (accruing and non-accruing) were $769.8 million, an increase of $2.0 million compared to December 31, 2012. Non-accruing TDRs of $213.4 million at December 31, 2013 increased $119.0 million from December 31, 2012 primarily due to the restructuring of one larger credit relationship, which was previously reported as an impaired non-accruing relationship. Accruing TDRs were $556.4 million at December 31, 2013 compared to $673.4 million at December 31, 2012, a decrease of $117.0 million or 17.4%. At December 31, 2013, the allowance for loan losses allocated to these accruing TDRs was $27.7 million compared to $41.4 million at December 31, 2012. The allowance for loan losses allocated to accruing TDRs has declined primarily due to the decreased level of accruing TDRs. Accruing TDRs are considered performing because they are performing in accordance with the restructured terms. At both December 31, 2013 and 2012, approximately 99% of accruing TDRs were current. The table below shows accruing TDRs by grade at December 31, 2013 and 2012.
Table 29 - Accruing TDRs by Risk Grade | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
(dollars in thousands) | Amount | % | Amount | % | |||||||||
Pass | $ | 114,930 | 20.7 | % | $ | 145,435 | 21.6 | % | |||||
Special mention | 153,547 | 27.6 | 248,661 | 36.9 | |||||||||
Substandard accruing | 287,933 | 51.7 | 279,287 | 41.5 | |||||||||
Total accruing TDRs | $ | 556,410 | 100.0 | % | $ | 673,383 | 100.0 | % | |||||
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The following table shows accruing TDRs and the allowance for loan losses on accruing TDRs by portfolio class and the aging of accruing TDRs by portfolio class at December 31, 2013 and 2012.
Table 30 - Accruing TDRs Aging and Allowance for Loan Losses by Portfolio Class | |||||||||||||||
December 31, 2013 | |||||||||||||||
(in thousands) | Current | 30-89 Days Past Due | 90+ Days Past Due | Total | Allowance for Loan Losses | ||||||||||
Investment properties | $ | 140,383 | 1,657 | — | 142,040 | 4,370 | |||||||||
1-4 family properties | 104,478 | 1,618 | 43 | 106,139 | 7,233 | ||||||||||
Land acquisition | 69,976 | — | — | 69,976 | 5,090 | ||||||||||
Total commercial real estate | 314,837 | 3,275 | 43 | 318,155 | 16,693 | ||||||||||
Commercial, financial and agricultural | 91,145 | 268 | 59 | 91,472 | 5,199 | ||||||||||
Owner-occupied | 85,171 | 2,095 | 66 | 87,332 | 4,250 | ||||||||||
Small business | 5,162 | 507 | — | 5,669 | 336 | ||||||||||
Total commercial and industrial | 181,478 | 2,870 | 125 | 184,473 | 9,785 | ||||||||||
Home equity lines | 2,475 | 275 | — | 2,750 | 116 | ||||||||||
Consumer mortgages | 42,383 | 1,371 | 265 | 44,019 | 967 | ||||||||||
Credit cards | — | — | — | — | — | ||||||||||
Other retail loans | 6,951 | 62 | — | 7,013 | 109 | ||||||||||
Total retail | 51,809 | 1,708 | 265 | 53,782 | 1,192 | ||||||||||
Total accruing TDRs | $ | 548,124 | 7,853 | 433 | 556,410 | 27,670 | |||||||||
December 31, 2012 | |||||||||||||||
(dollars in thousands) | Current | 30-89 Days Past Due | 90+ Days Past Due | Total | Allowance for Loan Losses | ||||||||||
Investment properties | $ | 179,832 | 1,230 | — | 181,062 | 10,721 | |||||||||
1-4 family properties | 107,813 | 336 | — | 108,149 | 10,329 | ||||||||||
Land acquisition | 82,234 | 1,557 | — | 83,791 | 5,949 | ||||||||||
Total commercial real estate | 369,879 | 3,123 | — | 373,002 | 26,999 | ||||||||||
Commercial, financial and agricultural | 135,557 | 2,006 | 137,563 | 7,382 | |||||||||||
Owner-occupied | 96,151 | 1,073 | 97,224 | 5,636 | |||||||||||
Small business | 2,647 | 686 | — | 3,333 | 184 | ||||||||||
Total commercial and industrial | 234,355 | 3,765 | — | 238,120 | 13,202 | ||||||||||
Home equity lines | 8,696 | — | — | 8,696 | 195 | ||||||||||
Consumer mortgages | 47,422 | 1,570 | — | 48,992 | 880 | ||||||||||
Credit cards | — | — | — | — | — | ||||||||||
Other retail loans | 4,064 | 509 | — | 4,573 | 74 | ||||||||||
Total retail | 60,182 | 2,079 | — | 62,261 | 1,149 | ||||||||||
Total accruing TDRs | $ | 664,416 | 8,967 | — | 673,383 | 41,350 | |||||||||
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The following table shows non-accruing TDRs by portfolio class at December 31, 2013 and 2012.
Table 31- Non-accruing TDRs by Portfolio Class | December 31, | |||||
(in thousands) | 2013 | 2012 | ||||
Investment properties | $ | 53,130 | 11,812 | |||
1-4 family properties | 8,368 | 26,084 | ||||
Land acquisition | 124,324 | 31,573 | ||||
Total commercial real estate | 185,822 | 69,469 | ||||
Commercial, financial and agricultural | 13,351 | 16,453 | ||||
Owner-occupied | 8,165 | 2,600 | ||||
Small business | 269 | 1,062 | ||||
Total commercial and industrial | 21,785 | 20,115 | ||||
Home equity lines | 1,060 | 992 | ||||
Consumer mortgages | 4,727 | 3,352 | ||||
Other retail loans | 13 | 467 | ||||
Total retail | 5,800 | 4,811 | ||||
Total non-accruing TDRs | $ | 213,407 | 94,395 | |||
See "Part II - Item 8. Financial Statements and Supplementary Data - Note 6 - Loans and Allowance for Loan Losses" of this Report for further information.
Past Due Loans
Loans past due 90 days or more, which based on a determination of collectability are accruing interest, are classified as past due loans. Synovus’ historical and current policy prohibits making additional loans to a borrower, or any related interest of a borrower, who is on nonaccrual status except under certain workout plans and if such extension of credit aids with loss mitigation. Additionally, Synovus’ historical and current policy discourages making additional loans to a borrower or any related interest of the borrower who has a loan that is past due as to principal or interest more than 90 days and remains on accruing status.
Past due loans have remained at historically low levels for the past two years. As a percentage of total loans outstanding, loans 90 days past due and still accruing interest were 0.02% and 0.03% at December 31, 2013 and 2012, respectively. These loans are in the process of collection, and management believes that sufficient collateral value securing these loans exists to cover contractual interest and principal payments. As a percentage of total loans outstanding, loans 30 or more days past due and still accruing interest were 0.36% and 0.54% at December 31, 2013 and 2012, respectively, with improvements in every category.
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The following table shows the aging of past due loans by portfolio class at December 31, 2013 and 2012.
Table 32 - Loans Past Due by Portfolio Class | |||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||
(dollars in thousands) | 30-89 Days Past Due | 90+ Days Past Due | 30-89 Days Past Due | 90+ Days Past Due | |||||||||||||||||||||||
Amount | % | Amount | % | Amount | % | Amount | % | ||||||||||||||||||||
Investment properties | $ | 3,552 | 0.08 | % | $ | 40 | — | % | $ | 5,436 | 0.12 | % | $ | 798 | 0.02 | % | |||||||||||
1-4 family properties | 6,267 | 0.54 | 527 | 0.05 | 13,053 | 1.01 | 41 | — | |||||||||||||||||||
Land acquisition | 1,100 | 0.16 | 300 | 0.04 | 3,422 | 0.43 | 298 | 0.04 | |||||||||||||||||||
Total commercial real estate | 10,919 | 0.17 | 867 | 0.01 | 21,911 | 0.34 | 1,137 | 0.02 | |||||||||||||||||||
Commercial, financial and agricultural | 16,251 | 0.30 | 721 | 0.01 | 15,742 | 0.30 | 845 | 0.02 | |||||||||||||||||||
Owner-occupied | 9,341 | 0.24 | 66 | — | 17,784 | 0.47 | 61 | — | |||||||||||||||||||
Small business | 4,506 | 0.66 | 155 | 0.02 | 4,935 | 0.96 | 338 | 0.07 | |||||||||||||||||||
Total commercial and industrial | 30,098 | 0.30 | 942 | 0.01 | 38,461 | 0.40 | 1,244 | 0.01 | |||||||||||||||||||
Home equity lines | 4,919 | 0.31 | 136 | 0.01 | 9,555 | 0.62 | 705 | 0.05 | |||||||||||||||||||
Consumer mortgages | 18,068 | 1.19 | 1,011 | 0.07 | 22,502 | 1.59 | 1,288 | 0.09 | |||||||||||||||||||
Credit cards | 1,917 | 0.75 | 1,507 | 0.59 | 2,450 | 0.93 | 2,413 | 0.92 | |||||||||||||||||||
Other retail loans | 2,190 | 0.77 | 26 | 0.01 | 3,135 | 1.13 | 24 | 0.01 | |||||||||||||||||||
Total retail | 27,094 | 0.74 | 2,680 | 0.07 | 37,642 | 1.08 | 4,430 | 0.13 | |||||||||||||||||||
Total loans past due | $ | 68,111 | 0.34 | % | $ | 4,489 | 0.02 | % | $ | 98,014 | 0.50 | % | $ | 6,811 | 0.03 | % | |||||||||||
Substandard Accruing and Special Mention Loans
Substandard accruing loans are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Loans with this classification are characterized by the distinct possibility that Synovus will sustain some loss if the deficiencies are not corrected. At December 31, 2013, substandard accruing loans totaled $542.4 million compared to $672.6 million at December 31, 2012, a decrease of $130.2 million or 19.4% primarily due to principal reductions and upgrades.
The following table shows substandard accruing loans by portfolio class at December 31, 2013 and 2012.
Table 33 - Substandard Accruing Loans by Portfolio Class | December 31, | ||||||
(in thousands) | 2013 | 2012 | |||||
Investment properties | $ | 99,545 | $ | 161,616 | |||
1-4 family properties | 104,310 | 106,166 | |||||
Land acquisition | 34,965 | 42,247 | |||||
Total commercial real estate | 238,820 | 310,029 | |||||
Commercial, financial and agricultural | 152,158 | 180,611 | |||||
Owner-occupied | 127,236 | 156,302 | |||||
Small business | 7,409 | 6,308 | |||||
Total commercial and industrial | 286,803 | 343,221 | |||||
Home equity lines | 10,360 | 13,927 | |||||
Consumer mortgages | 3,370 | 636 | |||||
Credit cards | 1,507 | 472 | |||||
Other retail loans | 1,561 | 4,312 | |||||
Total retail | 16,798 | 19,347 | |||||
Total substandard accruing loans | $ | 542,421 | $ | 672,597 | |||
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Special mention loans have potential weaknesses that deserve management's close attention but are not adversely classified and do not expose Synovus to sufficient risk to warrant an adverse classification. Special mention loans steadily declined throughout 2013 primarily due to upgrades and principal reductions. At December 31, 2013, special mention loans totaled $850.6 million ($470.9 million of commercial real estate loans and $379.7 million of commercial and industrial loans) compared to $1.38 billion ($804.4 million of commercial real estate loans and $572.6 million of commercial and industrial loans) at December 31, 2012, a decrease of $526.3 million, or 38.2% from 2012. Special mention and substandard accruing loans in the residential C&D and land acquisition category declined $118.2 million, or 33.8% from $303.2 million in 2012 to $200.6 million in 2013.
The following table shows special mention loans by portfolio class at December 31, 2013 and 2012.
Table 34 - Special Mention Loans by Portfolio Class | December 31, | ||||||
(in thousands) | 2013 | 2012 | |||||
Investment properties | $ | 249,890 | $ | 463,532 | |||
1-4 family properties | 126,715 | 197,148 | |||||
Land acquisition | 94,316 | 143,685 | |||||
Total commercial real estate | 470,921 | 804,365 | |||||
Commercial, financial and agricultural | 224,620 | 311,475 | |||||
Owner-occupied | 155,097 | 261,116 | |||||
Small business | — | — | |||||
Total commercial and industrial | 379,717 | 572,591 | |||||
Home equity lines | — | — | |||||
Consumer mortgages | — | — | |||||
Credit cards | — | — | |||||
Other retail loans | — | — | |||||
Total retail | — | — | |||||
Total special mention loans | $ | 850,638 | $ | 1,376,956 | |||
Potential Problem Loans
Management continuously monitors non-performing and past due loans to mitigate further deterioration regarding the condition of these loans. Potential problem loans are defined by management as certain performing loans with a well-defined weakness where there is information about possible credit problems of borrowers which causes management to have doubts as to the ability of such borrowers to comply with the present repayment terms of such loans. Potential problem commercial loans consist of substandard accruing loans but exclude both loans 90 days past due and still accruing interest and substandard accruing troubled debt restructurings, which are reported separately. Management’s decision to include performing loans in the category of potential problem loans indicates that management has recognized a higher degree of risk associated with these loans. In addition to accruing loans 90 days past due and accruing restructured loans, Synovus had $239.3 million of potential problem commercial loans at December 31, 2013 compared to $369.5 million at December 31, 2012. Management’s current expectation of probable losses from potential problem loans is included in the allowance for loan losses, and management cannot predict at this time whether these potential problem loans ultimately will become non-performing loans or result in losses.
Net Charge-offs
Total net charge-offs were $135.4 million, or 0.69% of average loans for 2013, a decrease of $348.0 million or 72.0%, compared to $483.5 million or 2.45% of average loans for 2012. Net charge-offs declined from 2012 levels primarily as a result of lower mark-to-market charge, decreased costs related to NPL inflows, and lower charges on sales of distressed loans. Net charge-offs in 2012 include the impact of $163.9 million in net charge-offs from distressed loan sales with a carrying value of approximately $474.4 million which were completed during the fourth quarter of 2012 and consisted primarily of distressed loans sold in a bulk sale. The residential construction and development (component of the 1-4 family category) and land acquisition portfolio represented $35.9 million, or 26.5% of total net charge-offs for 2013. Net charge-offs in this portfolio also decreased by $128.4 million, or 78.1%, from 2012 levels.
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The following table shows net charge-offs by portfolio class for the years ended December 31, 2013 and 2012.
Table 35 - Net Charge-offs by Portfolio Class | Years Ended December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
(dollars in thousands) | Amount | %(1) | Amount | %(1) | |||||||||
Investment properties | $ | 30,300 | 0.69 | % | $ | 83,242 | 1.87 | % | |||||
1-4 family properties | 17,622 | 1.37 | 80,327 | 5.42 | |||||||||
Land for future development | 22,000 | 2.76 | 116,554 | 11.92 | |||||||||
Total commercial real estate | 69,922 | 1.08 | 280,123 | 4.06 | |||||||||
Commercial, financial and agricultural | 18,499 | 0.35 | 90,639 | 1.78 | |||||||||
Owner-occupied | 16,612 | 0.44 | 63,065 | 1.64 | |||||||||
Small business | 3,948 | 0.75 | 3,362 | 0.86 | |||||||||
Total commercial and industrial | 39,059 | 0.41 | 157,066 | 1.68 | |||||||||
Home equity lines | 7,798 | 0.51 | 18,884 | 1.19 | |||||||||
Consumer mortgages | 10,117 | 0.72 | 18,156 | 1.30 | |||||||||
Credit cards | 5,892 | 2.27 | 7,480 | 2.84 | |||||||||
Other retail loans | 2,655 | 0.96 | 1,749 | 0.62 | |||||||||
Total retail | 26,462 | 0.76 | 46,269 | 1.31 | |||||||||
Total net charge-offs | $ | 135,443 | 0.69 | % | $ | 483,458 | 2.45 | % | |||||
(1) Net charge-off ratio as a percentage of average loans.
Provision for Loan Losses and Allowance for Loan Losses
See "Part II - Item 8. Financial Statements and Supplementary Data - Note 6 - Loans and Allowance for Loan Losses" and "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies" of this Report for further information.
The provision for loan losses for the year ended December 31, 2013 was $69.6 million, a decrease of $250.8 million or 78.3% compared to the prior year. The decrease in the provision for loan losses from 2012 to 2013 is primarily due to continued improvement in credit quality trends during 2013, including decreased NPL inflows and NPLs, lower net charge-offs, and reduced levels of loans rated special mention and accruing substandard as well as pre-tax charges of approximately $157 million related to the bulk sale of distressed assets completed during the fourth quarter of 2012.
The allowance for loan losses at December 31, 2013 was $307.6 million or 1.53% of total loans, compared to $373.4 million or 1.91% of total loans at December 31, 2012. The decrease in the allowance for loan losses during 2013 was due to the continued improvement in credit quality trends during 2013. The improvements in credit quality included reduced NPL inflows and NPLs, as well as decreased net charge-offs and lower levels of loans rated substandard accruing and special mention.
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A summary by loan category of loans charged off, recoveries of loans previously charged off, and additions to the allowance through provision for loan losses is presented in the following table:
Table 36 - Allowance for Loan Losses – Summary of Activity by Loan Category | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
(dollars in thousands) | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||
Allowance for loan losses at beginning of year | $ | 373,405 | 536,494 | 703,547 | 943,725 | 598,301 | ||||||||||
Loans charged off | ||||||||||||||||
Commercial: | ||||||||||||||||
Commercial, financial, and agricultural | 35,438 | 115,245 | 123,314 | 228,570 | 242,843 | |||||||||||
Owner-occupied | 18,956 | 65,854 | 52,820 | 58,691 | 67,347 | |||||||||||
Small business | 4,583 | 3,712 | 3,583 | 5,702 | 5,369 | |||||||||||
Real estate — construction | 51,630 | 208,130 | 223,026 | 719,032 | 913,032 | |||||||||||
Real estate — mortgage | 35,360 | 108,569 | 161,271 | 294,494 | 153,741 | |||||||||||
Total commercial | 145,967 | 501,510 | 564,014 | 1,306,489 | 1,382,332 | |||||||||||
Retail: | ||||||||||||||||
Real estate — mortgage | 22,662 | 43,364 | 56,839 | 86,069 | 79,016 | |||||||||||
Retail loans — credit cards | 7,811 | 9,110 | 13,598 | 18,937 | 20,854 | |||||||||||
Retail loans — other | 3,513 | 2,791 | 5,263 | 6,428 | 10,404 | |||||||||||
Total retail | 33,986 | 55,265 | 75,700 | 111,434 | 110,274 | |||||||||||
Total loans charged off | 179,953 | 556,775 | 639,714 | 1,417,923 | 1,492,606 | |||||||||||
Recoveries of loans previously charged off | ||||||||||||||||
Commercial: | ||||||||||||||||
Commercial, financial, and agricultural | 16,939 | 24,607 | 16,398 | 13,527 | 12,321 | |||||||||||
Owner-occupied | 2,344 | 2,788 | 2,806 | 2,285 | 1,817 | |||||||||||
Small business | 635 | 350 | 564 | 810 | 113 | |||||||||||
Real estate — construction | 11,348 | 23,721 | 17,880 | 16,056 | 10,140 | |||||||||||
Real estate — mortgage | 5,720 | 12,855 | 7,724 | 6,012 | 3,632 | |||||||||||
Total commercial | 36,986 | 64,321 | 45,372 | 38,690 | 28,023 | |||||||||||
Retail: | ||||||||||||||||
Real estate — mortgage | 4,748 | 6,324 | 5,082 | 3,385 | 1,846 | |||||||||||
Retail loans — credit cards | 1,918 | 1,630 | 1,893 | 2,095 | 1,161 | |||||||||||
Retail loans — other | 858 | 1,042 | 1,519 | 2,301 | 1,401 | |||||||||||
Total retail | 7,524 | 8,996 | 8,494 | 7,781 | 4,408 | |||||||||||
Recoveries of loans previously charged off | 44,510 | 73,317 | 53,866 | 46,471 | 32,431 | |||||||||||
Net loans charged off | 135,443 | 483,458 | 585,848 | 1,371,452 | 1,460,175 | |||||||||||
Provision for loan losses | 69,598 | 320,369 | 418,795 | 1,131,274 | 1,805,599 | |||||||||||
Allowance for loan losses at end of year | $ | 307,560 | 373,405 | 536,494 | 703,547 | 943,725 | ||||||||||
Ratios: | ||||||||||||||||
Allowance for loan losses to loans, net of deferred fees and costs | 1.53 | % | 1.91 | 2.67 | 3.26 | 3.72 | ||||||||||
Net charge-offs as a percentage of average loans net of deferred fees and costs | 0.69 | % | 2.45 | 2.84 | 5.82 | 5.37 | ||||||||||
Allowance to non-performing loans excluding collateral-dependent impaired loans with no related allowance | 95.43 | % | 93.49 | 124.04 | 192.60 | 124.70 | ||||||||||
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The following table shows the allocation of the allowance for loan losses by loan category at December 31, 2013, 2012, 2011, 2010, and 2009.
Table 37 - Allocation of Allowance for Loan Losses | ||||||||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||||||||||||||||
(dollars in thousands) | Amount | %(1) | Amount | %(1) | Amount | %(1) | Amount | %(1) | Amount | %(1) | ||||||||||||||||||||||||
Commercial | ||||||||||||||||||||||||||||||||||
Commercial, financial, and agricultural | $ | 69,567 | 27.4 | % | $ | 83,366 | 27.1 | % | $ | 117,450 | 25.3 | % | $ | 154,115 | 24.4 | % | $ | 137,031 | 23.7 | % | ||||||||||||||
Owner-occupied | 33,283 | 19.0 | 43,481 | 19.2 | 67,438 | 19.2 | 67,943 | 18.5 | 72,002 | 17.5 | ||||||||||||||||||||||||
Small business | 13,218 | 3.4 | 11,648 | 2.6 | 2,521 | 1.5 | 1,923 | 1.1 | 2,246 | 0.7 | ||||||||||||||||||||||||
Real estate — construction | 53,431 | 8.8 | 90,156 | 8.9 | 145,421 | 11.9 | 197,337 | 14.4 | 379,618 | 20.4 | ||||||||||||||||||||||||
Real estate — mortgage | 73,582 | 23.3 | 77,770 | 24.3 | 103,673 | 24.3 | 156,586 | 24.4 | 216,840 | 21.9 | ||||||||||||||||||||||||
Total commercial | 243,081 | 81.9 | 306,421 | 82.1 | 436,503 | 82.2 | 577,904 | 82.8 | 807,737 | 84.2 | ||||||||||||||||||||||||
Retail | ||||||||||||||||||||||||||||||||||
Real estate — mortgage | 29,607 | 15.4 | 24,577 | 15.1 | 36,813 | 15.1 | 25,937 | 14.5 | 34,860 | 13.3 | ||||||||||||||||||||||||
Retail loans — credit cards | 10,030 | 1.3 | 12,278 | 1.4 | 12,870 | 1.3 | 12,990 | 1.3 | 15,751 | 1.2 | ||||||||||||||||||||||||
Retail loans — other | 1,842 | 1.4 | 2,129 | 1.4 | 2,310 | 1.4 | 2,628 | 1.4 | 4,455 | 1.4 | ||||||||||||||||||||||||
Total retail | 41,479 | 18.1 | 38,984 | 17.9 | 51,993 | 17.8 | 41,555 | 17.2 | % | 55,066 | 15.9 | |||||||||||||||||||||||
Deferred fees and costs, net | — | nm | — | nm | — | nm | — | nm | — | (0.1 | )% | |||||||||||||||||||||||
Unallocated | 23,000 | — | 28,000 | — | 47,998 | — | 84,088 | — | 80,922 | — | ||||||||||||||||||||||||
Total allowance for loan losses | $ | 307,560 | 100.0 | % | $ | 373,405 | 100.0 | % | $ | 536,494 | 100.0 | % | $ | 703,547 | 100.0 | % | $ | 943,725 | 100.0 | % | ||||||||||||||
(1) Loan balance in each category expressed as a percentage of total loans, net of deferred fees and costs.
nm - not meaningful
Table 38 - Selected Credit Quality Metrics | December 31, | ||||||||||||||
(dollars in thousands) | 2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||
Non-performing loans | $ | 416,300 | 543,333 | 883,021 | 891,622 | 1,555,776 | |||||||||
Impaired loans held for sale | 10,685 | 9,455 | 30,156 | 127,365 | 36,816 | ||||||||||
Other real estate | 112,629 | 150,271 | 204,232 | 261,305 | 238,807 | ||||||||||
Non-performing assets | $ | 539,614 | 703,059 | 1,117,409 | 1,280,292 | 1,831,399 | |||||||||
Loans 90 days past due and still accruing | $ | 4,489 | 6,811 | 14,520 | 16,222 | 19,938 | |||||||||
As a % of loans | 0.02 | % | 0.03 | 0.07 | 0.08 | 0.08 | |||||||||
Total past due loans and still accruing | $ | 72,600 | 104,825 | 149,442 | 176,756 | 262,446 | |||||||||
As a % of loans | 0.36 | % | 0.54 | 0.74 | 0.82 | 1.03 | |||||||||
Accruing TDRs | $ | 556,410 | 673,383 | 668,472 | 464,123 | 213,552 | |||||||||
Non-performing loans as a % of total loans | 2.08 | % | 2.78 | 4.40 | 4.13 | 6.13 | |||||||||
Non-performing assets as a % of total loans, other loans held for sale, and ORE | 2.67 | % | 3.57 | 5.50 | 5.83 | 7.14 | |||||||||
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Capital Resources
Synovus is required to comply with the capital adequacy standards established by the Federal Reserve Board and our subsidiary bank, Synovus Bank, must comply with similar capital adequacy standards established by the FDIC. Synovus has always placed great emphasis on maintaining a solid capital base and continues to satisfy applicable regulatory capital requirements.
The following table presents certain ratios used to measure Synovus and Synovus Bank's capitalization.
Table 40 – Capital Ratios | |||||||
(dollars in thousands) | December 31, 2013 | December 31, 2012 | |||||
Tier 1 capital | |||||||
Synovus Financial Corp. | $ | 2,351,493 | 2,832,244 | ||||
Synovus Bank | 2,806,197 | 3,173,530 | |||||
Tier 1 common equity (1) | |||||||
Synovus Financial Corp. | 2,215,631 | 1,864,917 | |||||
Total risk-based capital | |||||||
Synovus Financial Corp. | 2,900,865 | 3,460,998 | |||||
Synovus Bank | 3,084,756 | 3,441,364 | |||||
Tier 1 capital ratio | |||||||
Synovus Financial Corp. | 10.54 | % | 13.24 | ||||
Synovus Bank | 12.61 | 14.88 | |||||
Tier 1 common equity ratio (1) | |||||||
Synovus Financial Corp. | 9.93 | 8.72 | |||||
Total risk-based capital to risk-weighted assets ratio | |||||||
Synovus Financial Corp. | 13.00 | 16.18 | |||||
Synovus Bank | 13.86 | 16.14 | |||||
Leverage ratio | |||||||
Synovus Financial Corp. | 9.13 | 11.00 | |||||
Synovus Bank | 10.94 | 12.41 | |||||
Tangible common equity to tangible assets ratio (1) | |||||||
Synovus Financial Corp. | 10.68 | 9.66 | |||||
(1) See reconciliation of "Non-GAAP Financial Measures” in this Report.
As a financial holding company, Synovus and its subsidiary bank, Synovus Bank, are required to maintain capital levels required for a well-capitalized institution as defined by federal banking regulations. The capital measures used by the federal banking regulators include the total risk-based capital ratio, the Tier 1 risk-based capital ratio, and the leverage ratio. Synovus Bank is a state-chartered bank under the regulations of the GA DBF. Under applicable regulations, Synovus Bank is well-capitalized if it has a total risk-based capital ratio of 10% or greater, a Tier 1 capital ratio of 6% or greater, a leverage ratio of 5% or greater, and is not subject to any written agreement, order, capital directive, or prompt corrective action directive from a federal and/or state banking regulatory agency to meet and maintain a specific capital level for any capital measure. However, even if Synovus Bank satisfies all applicable quantitative criteria to be considered well-capitalized, the regulations also establish procedures for “downgrading” an institution to a lower capital category based on supervisory factors other than capital. Synovus Bank had the required capital levels to qualify as well capitalized as of December 31, 2013. Management is not currently aware of the existence of any conditions or events occurring subsequent to December 31, 2013 which would affect the well-capitalized classification.
On July 26, 2013, Synovus redeemed all 967,870 shares of its Series A Preferred Stock issued to the U.S. Treasury under the CPP established under TARP. Over two-thirds of the TARP redemption was funded by internally available funds from an upstream dividend of $680.0 million from Synovus Bank. The balance of the redemption was funded by net proceeds from equity offerings completed in July 2013, described below.
On July 24, 2013, Synovus completed a public offering of 59,870,550 shares of its Common Stock at $3.09 per share. The offering generated net proceeds of $175.2 million.
On July 25, 2013, Synovus completed a public offering of $130 million of Series C Preferred Stock. The offering generated net proceeds of $125.9 million. From the date of issuance to, but excluding, August 1, 2018, the rate for declared dividends is
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7.875% per annum. From and including August 1, 2018, the dividend rate will change to a floating rate equal to the three-month LIBOR plus a spread of 6.39% per annum.
As previously disclosed, in 2009, Synovus entered into the Synovus MOU with the Atlanta Fed and the GA DBF. The Atlanta Fed and the GA DBF terminated the Synovus MOU effective as of April 22, 2013, and replaced it with a resolution adopted by Synovus' Board of Directors relating to, among other things, continued emphasis on improving asset quality and maintaining strong levels of capital and liquidity. As previously disclosed, in 2010, Synovus Bank entered into the Synovus Bank MOU. The FDIC and the GA DBF terminated the Synovus Bank MOU effective as of May 29, 2013, and replaced it with a resolution adopted by Synovus Bank’s Board of Directors relating to, among other things, continued emphasis on improving asset quality and maintaining strong levels of capital and liquidity. See Part I Item IA - Risk factors - "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, may adversely affect our capital resources, liquidity and financial results."
During 2013, the Federal Reserve released final United States Basel III regulatory capital rules implementing the global regulatory capital reforms of Basel III and certain changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The FDIC and OCC also approved the final rule during 2013. The rule applies to all banking organizations that are currently subject to regulatory capital requirements as well as certain savings and loan holding companies. The rule strengthens the definition of regulatory capital, increases risk-based capital requirements, and makes selected changes to the calculation of risk-weighted assets. The rule becomes effective January 1, 2015, for Synovus and most banking organizations, subject to a transition period for several aspects of the rule, including the new minimum capital ratio requirements, the capital conservation buffer, and the regulatory capital adjustments and deductions. Based on management's interpretation of the regulation, Synovus' estimated Tier 1 common equity ratio under Basel III as of December 31, 2013 is 9.72%, which is in compliance with the capital requirements. See reconciliation of "Non-GAAP Financial Measures" in this Report.
There are limitations on the inclusion of deferred tax assets for regulatory capital based on Tier 1 capital levels and projected future earnings (Basel III revises limitation criteria effective January 1, 2015). As of December 31, 2013, total disallowed deferred tax assets were $618.5 million or 2.77% of risk weighted assets, compared to $710.5 million or 3.32% of risk weighted assets at December 31, 2012. The DTA limitation will continue to decrease over time, thus creating additional regulatory capital in future periods.
Management currently believes, based on internal capital analyses and earnings projections, that Synovus' capital position is adequate to meet current and future regulatory minimum capital requirements.
Liquidity
Liquidity represents the extent to which Synovus has readily available sources of funding needed to meet the needs of depositors, borrowers and creditors, to support asset growth, and to otherwise sustain operations of Synovus and its subsidiaries, at a reasonable cost, on a timely basis, and without adverse consequences. ALCO monitors Synovus' economic, competitive, and regulatory environment and is responsible for measuring, monitoring, and reporting on liquidity and funding risk, interest rate risk, and market risk and has the authority to establish policies relative to these risks. ALCO, operating under liquidity and funding policies approved by the Board of Directors, actively analyzes contractual and anticipated cash flows in order to properly manage Synovus’ liquidity position.
Contractual and anticipated cash flows are analyzed under normal and stressed conditions to determine forward looking liquidity needs and sources. Synovus analyzes liquidity needs under various scenarios of market conditions and operating performance. This analysis includes stress testing and measures expected sources and uses of funds under each scenario. Emphasis is placed on maintaining numerous sources of current and potential liquidity to allow Synovus to meet its obligations to depositors, borrowers, and creditors on a timely basis.
Liquidity is generated primarily through maturities and repayments of loans by customers, maturities and sales of investment securities, deposit growth, and access to sources of funds other than deposits. Unencumbered investment securities can also be utilized as collateral to enhance liquidity, if necessary. Management continuously monitors and maintains appropriate levels of liquidity so as to provide adequate funding sources to meet estimated customer deposit withdrawals and future loan requests. Liquidity is also enhanced by the acquisition of new deposits. Each of the banking divisions monitors deposit flows and evaluates local market conditions in an effort to retain and grow deposits.
Synovus Bank also generates liquidity through the national deposit markets. Synovus Bank issues longer-term certificates of deposit across a broad geographic base to diversify its sources of funding and liquidity. Synovus Bank has the capacity to access funding through its membership in the FHLB System. At December 31, 2013, Synovus Bank had access to incremental funding, subject to available collateral and FHLB credit policies, through utilization of FHLB advances.
In addition to bank level liquidity management, Synovus must manage liquidity at the Parent Company for various needs including potential capital infusions into subsidiaries, the servicing of debt, and the payment of dividends on our Common Stock
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and Preferred Stock. The primary source of liquidity for Synovus consists of dividends from Synovus Bank. During 2012 and 2011, Synovus Bank did not pay dividends to the Parent Company. On July 19, 2013, the Parent Company received a $680.0 million dividend from Synovus Bank, which Synovus utilized along with the net proceeds from its July Common Stock and Series C Preferred Stock offerings to redeem its $967.9 million of Series A Preferred Stock on July 26, 2013. Synovus' ability to receive dividends from Synovus Bank in future periods will depend on a number of factors, including, without limitation, Synovus Bank's future profits, asset quality, liquidity and overall condition. In addition, under a resolution adopted by its Board, Synovus Bank is currently prohibited from paying any cash dividends to the Parent Company without regulatory approval, and GA DBF rules and related statutes contain additional restrictions on payments of dividends by Synovus Bank. See “Part I - Item 1A. Risk Factors - 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, may adversely affect our capital resources, liquidity and financial results.” of Synovus' 2013 Form 10-K.
As previously disclosed, in 2009, Synovus entered into the Synovus MOU with the Atlanta Fed and the GA DBF. The Atlanta Fed and the GA DBF terminated the Synovus MOU effective as of April 22, 2013, and replaced it with a resolution adopted by Synovus' Board of Directors relating to, among other things, continued emphasis on improving asset quality and maintaining strong levels of capital and liquidity. As previously disclosed, in 2010, Synovus Bank entered into the Synovus Bank MOU. The FDIC and the GA DBF terminated the Synovus Bank MOU effective as of May 29, 2013, and replaced it with a resolution adopted by Synovus Bank’s Board of Directors relating to, among other things, continued emphasis on improving asset quality and maintaining strong levels of capital and liquidity.
On February 13, 2012, Synovus issued $300 million aggregate principal amount of the 2019 Senior Notes in a public offering for aggregate proceeds of $292.6 million, net of discount and debt issuance costs. Concurrent with this offering, Synovus announced a Tender Offer for any and all of its 2013 Notes, with a total principal amount outstanding of $206.8 million. An aggregate principal amount of $146.1 million of the 2013 Notes, representing 71% of the outstanding principal amount, were tendered in the Tender Offer. Synovus paid total consideration of $146.1 million for these notes, which was funded from a portion of the net proceeds of the 2019 Senior Notes. On February 15, 2013, Synovus paid the remaining balance on its 2013 Notes of $60.6 million.
Synovus has historically enjoyed a solid reputation in the capital markets and in the past few years has accessed the capital markets to provide needed liquidity resources. Despite the success of these public offerings, there can be no assurance that Synovus will be able to obtain additional new borrowings or issue additional equity on favorable terms, if at all. See "Part I – Item 1A. Risk Factors - Our status as a non-investment grade issuer could increase the cost of our funding from the capital markets and impact our liquidity.” of Synovus' 2013 Form 10-K.
Synovus presently believes that the sources of liquidity discussed above, including existing liquid funds on hand, are sufficient to meet its anticipated funding needs through the near future. However, if economic conditions were to significantly deteriorate, regulatory capital requirements for Synovus or Synovus Bank increase as the result of regulatory directives or otherwise, or Synovus believes it is prudent to enhance current liquidity levels, then Synovus may seek additional liquidity from external sources. See "Part I – Item 1A. Risk Factors - 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, may adversely affect our capital resources, liquidity and financial results." of Synovus' 2013 Form 10-K.
The following table summarizes Synovus’ contractual cash obligations at December 31, 2013.
Table 41 - Contractual Cash Obligations | |||||||||||||||
Payments Due After December 31, 2013 | |||||||||||||||
(in thousands) | 1 Year or Less | Over 1 - 3 Years | 4 - 5 Years | After 5 Years | Total | ||||||||||
Long-term debt | $ | 104,894 | 1,166,566 | 660,177 | 325,163 | 2,256,800 | |||||||||
Capital lease obligations | 102 | 207 | 226 | 1,620 | 2,155 | ||||||||||
Purchase commitments | 21,828 | 22,104 | 10,116 | — | 54,048 | ||||||||||
Operating leases | 23,776 | 44,207 | 38,623 | 191,657 | 298,263 | ||||||||||
Total contractual cash obligations | $ | 150,600 | 1,233,084 | 709,142 | 518,440 | 2,611,266 | |||||||||
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Short-term Borrowings
The following table sets forth certain information regarding federal funds purchased and securities sold under repurchase agreements, the principal components of short-term borrowings.
Table 42 - Short-term Borrowings | ||||||||||
(dollars in thousands) | 2013 | 2012 | 2011 | |||||||
Balance at December 31, | $ | 148,132 | 201,243 | 313,757 | ||||||
Weighted average interest rate at December 31, | 0.13 | % | 0.16 | 0.24 | ||||||
Maximum month end balance during the year | $ | 244,048 | 398,853 | 452,903 | ||||||
Average amount outstanding during the year | 208,267 | 320,338 | 389,582 | |||||||
Weighted average interest rate during the year | 0.16 | % | 0.19 | 0.27 | ||||||
Earning Assets and Sources of Funds
Average total assets for 2013 decreased $40.1 million, or 0.2%, to $26.33 billion as compared to average total assets for 2012. Average earning assets decreased $596.0 million, or 2.4%, in 2013 as compared to the prior year. Average earning assets represented 90.8% and 92.9% of average total assets for 2013 and 2012, respectively. The reduction in average earning assets resulted primarily from a $359.2 million decrease in total investment securities and a $116.2 million reduction in average interest bearing funds held at the Federal Reserve Bank. The decrease in funding sources utilized to support earning assets was driven by a $684.8 million decrease in average deposits and a $112.1 million decrease in Federal funds purchased and securities sold under repurchase agreements. These decreases in funding sources were partially offset by a $349.3 million increase in average long-term debt.
Average total assets for 2012 decreased $2.14 billion, or 7.5%, to $26.37 billion as compared to average total assets for 2011. Average earning assets decreased $1.96 billion, or 7.4%, in 2012 as compared to the prior year. Average earning assets represented 92.9% and 92.8% of average total assets for 2012 and 2011, respectively. The reduction in average earning assets resulted primarily from a $746.6 million decrease in average net loans and a $1.27 billion reduction in average interest bearing funds held at the Federal Reserve Bank. These reductions in earning assets were partially offset by a $97.8 million increase in the average investment securities available for sale portfolio. The decrease in funding sources utilized to support earning assets was driven by decreases in average deposits of $1.72 billion and average long-term debt of $274.2 million.
For more detailed information on the average balance sheets for the years ended December 31, 2013, 2012, and 2011, refer to Table 22 - Average Balances, Interest, and Yields.
The table below shows the maturity of selected loan categories as of December 31, 2013. Also provided are the amounts due after one year classified according to the sensitivity in interest rates. Actual repayments of loans may differ from the contractual maturities reflected therein because borrowers have the right to prepay obligations with and without prepayment penalties. Additionally, the refinancing of such loans or the potential delinquency of such loans could create differences between the contractual maturities and the actual repayment of such loans.
Table 43 - Loan Maturity and Interest Rate Sensitivity | ||||||||||||
December 31, 2013 | ||||||||||||
(in thousands) | One Year Or Less | Over One Year Through Five Years | Over Five Years | Total | ||||||||
Selected loan categories: | ||||||||||||
Commercial, financial, and agricultural | $ | 1,582,854 | 3,280,242 | 635,643 | 5,498,739 | |||||||
Real estate-construction | 746,262 | 956,855 | 53,360 | 1,756,477 | ||||||||
Total | 2,329,116 | 4,237,097 | 689,003 | 7,255,216 | ||||||||
Loans due after one year: | ||||||||||||
Having predetermined interest rates | 1,721,280 | |||||||||||
Having floating or adjustable interest rates | 3,204,820 | |||||||||||
Total | 4,926,100 | |||||||||||
Recently Issued Accounting Standards
See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" of this Report for further information.
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Non-GAAP Financial Measures
The measures entitled pre-tax, pre-credit costs income, adjusted non-interest income, adjusted non-interest expense, net loan growth (decline), core deposits, core deposits excluding time deposits, Tier 1 common equity, Tier 1 common equity ratio, the estimated Tier 1 common equity ratio under Basel III rules, and tangible common equity to tangible assets ratio are not measures recognized under U.S. generally accepted accounting principles (GAAP) and therefore are considered non-GAAP financial measures. The most comparable GAAP measures are income (loss) before income taxes, total non-interest income, total non-interest expense, total loan growth (decline), total deposits, total shareholders' equity, and the ratio of total shareholders’ equity to total assets, respectively.
Synovus believes that these non-GAAP financial measures provide meaningful additional information about Synovus to assist management and investors in evaluating Synovus’ capital strength and the performance of its core business. These non-GAAP financial measures should not be considered as substitutes for income (loss) before income taxes, total non-interest income, total non-interest expense, total loan growth (decline), total deposits, total shareholders' equity, or the ratio of total shareholders’ equity to total assets determined in accordance with GAAP and may not be comparable to other similarly titled measures at other companies.
The computations of pre-tax, pre-credit costs income, adjusted non-interest income, adjusted non-interest expense, net loan growth (decline), core deposits, core deposits excluding time deposits, Tier 1 common equity, Tier 1 common equity ratio, the estimated Tier 1 common equity ratio under Basel III rules, tangible common equity to tangible assets ratio, and the reconciliation of these measures to income (loss) before income taxes, total non-interest income, total non-interest expense, total deposits, total shareholders' equity and the ratio of total shareholders’ equity to total assets are set forth in the tables below.
Table 44 - Reconciliation of Non-GAAP Financial Measures | ||||||||||||||||
December 31, | ||||||||||||||||
(dollars in thousands) | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||
Pre-tax, Pre-credit Costs Income | ||||||||||||||||
Income (loss) before income taxes | $ | 252,628 | 31,477 | (59,532 | ) | (849,170 | ) | (1,605,908 | ) | |||||||
Provision for loan losses | 69,598 | 320,369 | 418,795 | 1,131,274 | 1,805,599 | |||||||||||
Other credit costs (1) | 48,370 | 112,250 | 149,293 | 198,426 | 380,984 | |||||||||||
Total credit costs | 117,968 | 432,619 | 568,088 | 1,329,700 | 2,186,583 | |||||||||||
Litigation loss contingency expense (2) | 10,000 | — | — | — | — | |||||||||||
Restructuring charges | 11,064 | 5,412 | 30,665 | 5,538 | 5,995 | |||||||||||
Visa indemnification charges | 1,600 | 6,304 | 6,038 | — | 4,059 | |||||||||||
Investment securities (gains) losses, net | (2,945 | ) | (39,142 | ) | (75,007 | ) | 1,271 | (14,067 | ) | |||||||
Goodwill impairment | — | — | — | — | 15,090 | |||||||||||
Loss (gain) on curtailment of post-retirement benefit | — | — | 398 | (7,092 | ) | — | ||||||||||
Gain on sale/redemption of Visa shares | — | — | — | — | (51,900 | ) | ||||||||||
Pre-tax, pre-credit costs income | $ | 390,315 | 436,670 | 470,650 | 480,247 | 539,852 | ||||||||||
Adjusted Non-interest Income | ||||||||||||||||
Total non-interest income | $ | 253,571 | 313,966 | 338,874 | 305,347 | 410,670 | ||||||||||
Investment securities (gains) losses, net | (2,945 | ) | (39,142 | ) | (75,007 | ) | 1,271 | (14,067 | ) | |||||||
Decrease (increase) in fair value of private equity investments, net | 2,963 | (8,233 | ) | 1,118 | (7,203 | ) | (1,379 | ) | ||||||||
Adjusted non-interest income | $ | 253,589 | 266,591 | 264,985 | 299,415 | 395,224 | ||||||||||
Adjusted Non-interest Expense | ||||||||||||||||
Total non-interest expense | $ | 741,537 | 816,237 | 903,765 | 1,009,576 | 1,221,289 | ||||||||||
Other credit costs(1) | (48,370 | ) | (112,250 | ) | (149,293 | ) | (198,426 | ) | (380,984 | ) | ||||||
Litigation loss contingency expense(2) | (10,000 | ) | — | — | — | — | ||||||||||
Restructuring charges | (11,064 | ) | (5,412 | ) | (30,665 | ) | (5,538 | ) | (5,995 | ) | ||||||
Visa indemnification charges | (1,600 | ) | (6,304 | ) | (6,038 | ) | — | (4,059 | ) | |||||||
Goodwill impairment | — | — | — | — | (15,090 | ) | ||||||||||
(Loss) gain on curtailment of post-retirement benefit | — | — | (398 | ) | 7,092 | — | ||||||||||
Adjusted non-interest expense | $ | 670,503 | 692,271 | 717,371 | 812,704 | 815,161 | ||||||||||
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December 31, | ||||||||||||||||
(amounts in thousands) | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||
Net Loan Growth (Decline) | ||||||||||||||||
Growth (decline) in total loans | $ | 516,108 | $ | (538,122 | ) | (1,505,950 | ) | (3,798,177 | ) | (3 | ) | |||||
Transfers to other loans held for sale | 165,249 | 756,268 | 519,308 | 1,091,131 | (3 | ) | ||||||||||
Foreclosures | 85,422 | 154,747 | 224,786 | 378,172 | (3 | ) | ||||||||||
Charge-offs excluding transfers to other loans held for sale and loan sales | 95,563 | 215,913 | 390,924 | 967,111 | (3 | ) | ||||||||||
Net loan growth (decline) | $ | 862,342 | 588,806 | (370,932 | ) | (1,361,763 | ) | (3 | ) | |||||||
Core Deposits and Core Deposits Excluding Time Deposits | ||||||||||||||||
Total deposits | $ | 20,876,790 | 21,057,044 | 22,411,752 | 24,500,304 | 27,433,533 | ||||||||||
Brokered deposits | (1,094,002 | ) | (1,092,749 | ) | (1,783,174 | ) | (3,152,349 | ) | (5,039,328 | ) | ||||||
Core deposits | 19,782,788 | 19,964,295 | 20,628,578 | 21,347,955 | 22,394,205 | |||||||||||
Time deposits | (3,498,200 | ) | (3,583,304 | ) | (4,591,164 | ) | (5,911,150 | ) | (7,597,738 | ) | ||||||
Core deposits excluding time deposits | $ | 16,284,588 | 16,380,991 | 16,037,414 | 15,436,805 | 14,796,467 | ||||||||||
Tier 1 Common Equity and Tier 1 Common Equity Ratio | ||||||||||||||||
Total shareholders’ equity | $ | 2,948,985 | 3,569,431 | 2,827,452 | 2,997,918 | 2,851,041 | ||||||||||
Accumulated other comprehensive loss (income) | 41,258 | (4,101 | ) | (21,093 | ) | (57,158 | ) | (84,806 | ) | |||||||
Goodwill | (24,431 | ) | (24,431 | ) | (24,431 | ) | (24,431 | ) | (24,431 | ) | ||||||
Other intangible assets, net | (3,415 | ) | (5,149 | ) | (8,525 | ) | (12,434 | ) | (16,649 | ) | ||||||
Disallowed deferred tax asset | (618,516 | ) | (710,488 | ) | — | (1,827 | ) | (11,945 | ) | |||||||
Other items | 7,612 | 6,982 | 7,371 | 7,844 | 8,077 | |||||||||||
Tier 1 capital | 2,351,493 | 2,832,244 | 2,780,774 | 2,909,912 | 2,721,287 | |||||||||||
Qualifying trust preferred securities | (10,000 | ) | (10,000 | ) | (10,000 | ) | (10,000 | ) | (10,000 | ) | ||||||
Series C Preferred Stock | (125,862 | ) | — | — | — | — | ||||||||||
Series A Preferred Stock | — | (957,327 | ) | (947,017 | ) | (937,323 | ) | (928,207 | ) | |||||||
Tier 1 common equity | 2,215,631 | 1,864,917 | 1,823,757 | 1,962,589 | 1,783,080 | |||||||||||
Total risk-weighted assets | 22,316,093 | 21,387,935 | 21,486,822 | 22,748,532 | 26,781,973 | |||||||||||
Tier 1 common equity ratio | 9.93 | % | 8.72 | 8.49 | 8.63 | 6.66 | ||||||||||
Estimated Tier 1 Common Equity Ratio under Basel III Rules(4) | ||||||||||||||||
Tier 1 common equity | 2,215,631 | |||||||||||||||
Adjustment related to capital components | 50,000 | |||||||||||||||
Estimated Tier 1 common equity under Basel III rules | 2,265,631 | |||||||||||||||
Estimated total risk-weighted assets under Basel III rules | 23,301,000 | |||||||||||||||
Estimated Tier 1 common equity ratio under Basel III rules | 9.72 | % | ||||||||||||||
Tangible Common Equity Ratio | ||||||||||||||||
Total assets | $ | 26,201,604 | 26,760,012 | 27,162,845 | 30,093,148 | 32,831,418 | ||||||||||
Goodwill | (24,431 | ) | (24,431 | ) | (24,431 | ) | (24,431 | ) | (24,431 | ) | ||||||
Other intangible assets, net | (3,415 | ) | (5,149 | ) | (8,525 | ) | (12,434 | ) | (16,649 | ) | ||||||
Tangible assets | $ | 26,173,758 | 26,730,432 | 27,129,889 | 30,056,283 | 32,790,338 | ||||||||||
Total shareholders’ equity | $ | 2,948,985 | 3,569,431 | 2,827,452 | 2,997,918 | 2,851,041 | ||||||||||
Goodwill | (24,431 | ) | (24,431 | ) | (24,431 | ) | (24,431 | ) | (24,431 | ) | ||||||
Other intangible assets, net | (3,415 | ) | (5,149 | ) | (8,525 | ) | (12,434 | ) | (16,649 | ) | ||||||
Series C Preferred Stock | (125,862 | ) | — | — | — | — | ||||||||||
Series A Preferred Stock | — | (957,327 | ) | (947,017 | ) | (937,323 | ) | (928,207 | ) | |||||||
Tangible common equity | $ | 2,795,277 | 2,582,524 | 1,847,479 | 2,023,730 | 1,881,754 | ||||||||||
Tangible equity units | — | (260,084 | ) | (260,084 | ) | (260,122 | ) | — | ||||||||
Tangible common equity excluding tangible equity units | $ | 2,795,277 | 2,322,440 | 1,587,395 | 1,763,608 | 1,881,754 | ||||||||||
Common shares outstanding | 972,351 | 786,579 | 785,295 | 785,263 | 489,828 | |||||||||||
Total shareholders’ equity to total assets ratio | 11.25 | % | 13.34 | 10.41 | 9.96 | 8.68 | ||||||||||
Tangible common equity to tangible assets ratio | 10.68 | 9.66 | 6.81 | 6.73 | 5.74 | |||||||||||
(1) | Other credit costs consist primarily of foreclosed real estate expense, net. |
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(2) | Consists of loss contingency accruals with respect to outstanding legal matters. Amounts for periods prior to the three months ended December 31, 2013 are not disclosed separately as amounts are not material. |
(3) | The non-GAAP measure was not reported by Synovus until 2010. |
(4) | This ratio is not applicable to years prior to 2013. |
Inflation
A financial institution’s assets and liabilities are primarily monetary in nature; therefore, inflation can have an important impact on the growth of total assets in the banking industry and may create a need to increase equity capital at higher than normal rates in order to maintain appropriate capital ratios. Interest rate levels are also significantly influenced by changes in the rate of inflation although they do not necessarily change at the same time or magnitude as the inflation rate. These changes could adversely impact Synovus’ financial position and profitability. Synovus attempts to mitigate the effects of inflation and changing interest rates by managing its interest rate sensitivity position through its asset/liability management practices and by periodically adjusting its pricing of services and banking products in an effort to take into consideration such costs. See "Part II - Item 7A. Market Risk and Interest Rate Sensitivity” of this Report for further information.
Deflation
An extended period of deflation could negatively impact the banking industry and may be associated with lower growth and a general deterioration of the economy. Such a scenario could impair bank earnings and profitability in a variety of ways including, but not limited to, decreases in the value of collateral for loans, a diminished ability of borrowers to service their debts, increases in the value of certain bank liabilities, and lessened demand for loans. While these effects cannot be fully accounted for, Synovus attempts to mitigate such risks through prudent underwriting of loans and through the management of its interest rate sensitivity position.
Parent Company
The Parent Company’s net assets consist primarily of its investment in Synovus Bank. The Parent Company’s primary uses of cash are for the servicing of debt and payment of dividends to shareholders. The Parent Company also provides the necessary funds to strengthen the capital of its subsidiaries if needed. These uses of cash are primarily funded by dividends from Synovus Bank, borrowings from external sources, and equity offerings. On July 19, 2013, Synovus received an upstream dividend of $680.0 million from Synovus Bank, which Synovus utilized to redeem its $967.9 million of Series A Preferred Stock on July 26, 2013. The balance of the redemption was funded by net proceeds from equity offerings completed in July 2013, described below. Synovus did not receive any dividends from Synovus Bank during 2012 or 2011. Synovus has applied for regulatory approval to allow Synovus Bank to pay dividends during 2014. Synovus' ability to receive dividends from Synovus Bank in future periods will depend on a number of factors, including, without limitation, Synovus Bank's future profits, asset quality, liquidity and overall financial condition. In addition, under a resolution adopted by its Board, Synovus Bank is currently prohibited from paying any cash dividends to the Parent Company without regulatory approval, and GA DBF rules and related statutes contain additional restrictions on payments of dividends by Synovus Bank. See "Part I - Item 1 - Business - Supervision, Regulation and Other Factors - Dividends" of this report for further information.
On July 24, 2013, Synovus completed a public offering of 59,870,550 shares of its Common Stock at $3.09 per share. The offering generated net proceeds of $175.2 million. On July 25, 2013, Synovus completed a public offering of $130 million of Series C Preferred Stock (5.2 million shares, no par value, non-cumulative, with a liquidation preference of $25 per share). The offering generated net proceeds of $125.9 million. From the date of issuance to, but excluding, August 1, 2018, the rate for declared dividends on the Series C Preferred Stock is 7.875% per annum. From and including August 1, 2018, the dividend rate will change to a floating rate equal to the three-month LIBOR plus a spread of 6.39% per annum.
On February 13, 2012, Synovus issued $300 million aggregate principal amount of the 2019 Senior Notes in a public offering for aggregate proceeds of $292.6 million, net of discount and debt issuance costs. Concurrent with this offering, Synovus announced a Tender Offer for any and all of its 2013 Notes, with a total principal amount outstanding of $206.8 million. An aggregate principal amount of $146.1 million of the 2013 notes, representing 71% of the outstanding principal amount, were tendered in the Tender Offer. Synovus paid total consideration of $146.1 million for these notes, which was funded from a portion of the net proceeds of the 2019 Senior Notes. On February 15, 2013, Synovus paid the remaining balance on its 2013 Notes of $60.6 million.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk and Interest Rate Sensitivity
Market risk reflects the risk of economic loss resulting from adverse changes in market prices and interest rates. This risk of loss can be reflected in either diminished current market values or reduced current and potential net income. Synovus’ most significant market risk is interest rate risk. This risk arises primarily from Synovus’ core community banking activities of extending loans and accepting deposits.
Managing interest rate risk is a primary goal of the asset liability management function. Synovus attempts to achieve consistency in net interest income while limiting volatility arising from changes in interest rates. Synovus seeks to accomplish this goal by balancing the maturity and repricing characteristics of assets and liabilities along with the selective use of derivative instruments. Synovus manages its exposure to fluctuations in interest rates through policies established by ALCO and approved by the Board of Directors. ALCO meets periodically and has responsibility for developing asset liability management policies, reviewing the interest rate sensitivity of Synovus, and developing and implementing strategies to improve balance sheet structure and interest rate risk positioning.
Synovus measures the sensitivity of net interest income to changes in market interest rates through the utilization of simulation modeling. On at least a quarterly basis, the following twenty-four month time period is simulated to determine a baseline net interest income forecast and the sensitivity of this forecast to changes in interest rates. The baseline forecast assumes an unchanged or flat interest rate environment. These simulations include all of Synovus’ earning assets, liabilities, and derivative financial instruments. Forecasted balance sheet changes, primarily reflecting loan and deposit growth and mix forecasts, are included in the periods modeled. Projected rates for loans and deposits are based on management’s outlook and local market conditions.
The magnitude and velocity of rate changes among the various asset and liability groups exhibit different characteristics for each possible interest rate scenario; additionally, customer loan and deposit preferences can vary in response to changing interest rates. Simulation modeling enables Synovus to capture the expected effect of these differences. Assumptions utilized in the model are updated on an ongoing basis and are reviewed and approved by ALCO. Synovus is also able to model expected changes in the shape of interest rate yield curves for each rate scenario. Simulation also enables Synovus to capture the effect of expected prepayment level changes on selected assets and liabilities subject to prepayment.
Synovus’ rate sensitivity position is indicated by selected results of net interest income simulations. In these simulations, Synovus has modeled the impact of a gradual increase in short-term interest rates of 100 and 200 basis points to determine the sensitivity of net interest income for the next year. Due to short-term interest rates being at or near 0% at this time, only rising rate scenarios have been modeled. As illustrated in the table below, the net interest income sensitivity model indicates that, compared with a net interest income forecast assuming stable rates, net interest income is projected to increase by 3.2% and increase by 5.0% if interest rates increased by 100 and 200 basis points, respectively. These changes were within Synovus’ policy limit of a maximum 5% negative change.
Table 45 - Twelve Month Net Interest Income Sensitivity | ||||
Change in Short-term Interest Rates (in basis points) | Estimated Change in Net Interest Income As of December 31, | |||
2013 | 2012 | |||
+200 | 5.0% | 2.1% | ||
+100 | 3.2% | 1.6% | ||
Flat | —% | —% | ||
The measured interest rate sensitivity indicates an asset sensitive position over the next year, which could serve to improve net interest income in a rising interest rate environment. The actual realized change in net interest income would depend on several factors, some of which could serve to diminish or eliminate the asset sensitivity noted above. These factors include a higher than projected level of deposit customer migration to higher cost deposits, such as certificates of deposit, which would increase total interest expense and serve to reduce the realized level of asset sensitivity. Another factor which could impact the realized interest rate sensitivity is the repricing behavior of interest bearing non-maturity deposits. Assumptions for repricing are expressed as a beta relative to the change in the prime rate. For instance, a 50% beta would correspond to a deposit rate that would increase 0.5% for every 1% increase in the prime rate. Projected betas for interest bearing non-maturity deposit repricing are a key component of determining the Company's interest rate risk positioning. Should realized betas be higher than projected betas, the expected benefit from higher interest rates would be diminished. The following table presents an example of the potential impact of an increase in repricing betas on Synovus' realized interest rate sensitivity position.
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Table 46 - Core Deposit Beta Sensitivity | As of December 31, 2013 | |||
Change in Short-term Interest Rates (in basis points) | Base Scenario | 15% Increase in Average Repricing Beta | ||
+200 | 5.0% | 3.9% | ||
+100 | 3.2% | 2.6% | ||
While all of the above estimates are reflective of the general interest rate sensitivity of Synovus, local market conditions and their impact on loan and deposit pricing would be expected to have a significant impact on the realized level of net interest income. Actual realized balance sheet growth and mix would also impact the realized level of net interest income.
The net interest income simulation model is the primary tool utilized to evaluate potential interest rate risks over a shorter term time horizon. Synovus also evaluates potential longer term interest rate risk through modeling and evaluation of economic value of equity. Simulation modeling is utilized to measure the economic value of equity and its sensitivity to immediate changes in interest rates. These simulations value only the current balance sheet and do not incorporate growth assumptions used in net interest income simulation. The economic value of equity is the net fair value of assets, liabilities, and off-balance sheet financial instruments derived from the present value of future cash flows discounted at current market interest rates. From this baseline valuation, Synovus evaluates changes in the value of each of these items in various interest rate scenarios to determine the net impact on the economic value of equity. As of December 31, 2013, the projected changes for economic value of equity were well within Synovus' interest rate risk policy limits.
Synovus is also subject to market risk in certain of its fee income business lines. Financial management services revenues, which include trust, brokerage, and financial planning fees, can be affected by risk in the securities markets, primarily the equity securities market. A significant portion of the fees in this unit are determined based upon a percentage of asset values. Weaker securities markets and lower equity values have an adverse impact on the fees generated by these operations. Trading account assets, maintained to facilitate brokerage customer activity, are also subject to market risk. This risk is not considered significant, as trading activities are limited and subject to risk policy limits. Mortgage banking income is also subject to market risk. Mortgage loan originations are sensitive to levels of mortgage interest rates and therefore, mortgage banking income could be negatively impacted during a period of rising interest rates. The extension of commitments to customers to fund mortgage loans also subjects Synovus to market risk. This risk is primarily created by the time period between making the commitment and closing and delivering the loan. Synovus seeks to minimize this exposure by utilizing various risk management tools, the primary of which are forward sales commitments and best efforts commitments.
Derivative Instruments for Interest Rate Risk Management
As part of its overall interest rate risk management activities, Synovus utilizes derivative instruments to manage its exposure to various types of interest rate risks. These derivative instruments generally consist of interest rate swaps, interest rate lock commitments made to prospective mortgage loan customers, and commitments to sell fixed-rate mortgage loans. Interest rate lock commitments represent derivative instruments when it is intended that such loans will be sold.
From time to time, Synovus utilizes interest rate swaps to manage interest rate risks primarily arising from its core banking activities. These interest rate swap transactions generally involve the exchange of fixed and floating interest rate payment obligations without the exchange of underlying principal amounts. Swaps may be designated as either cash flow hedges or fair value hedges. As of December 31, 2013 and December 31, 2012, Synovus had no outstanding interest rate swap contracts utilized to manage interest rate risk.
83
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Synovus Financial Corp.:
We have audited the accompanying consolidated balance sheets of Synovus Financial Corp. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income (loss), changes in sharehholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Synovus Financial Corp. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three‑year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Synovus Financial Corp.’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 28, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/ KPMG LLP
Atlanta, Georgia
February 28, 2014
84
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Synovus Financial Corp.:
We have audited Synovus Financial Corp.’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Synovus Financial Corp.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Synovus Financial Corp. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Synovus Financial Corp. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income (loss), changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and our report dated February 28, 2014 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Atlanta, Georgia
February 28, 2014
85
Synovus Financial Corp.
Consolidated Balance Sheets
December 31, | |||||||
(in thousands, except share and per share data) | 2013 | 2012 | |||||
ASSETS | |||||||
Cash and cash equivalents | $ | 469,630 | 614,630 | ||||
Interest bearing funds with Federal Reserve Bank | 644,528 | 1,498,390 | |||||
Interest earning deposits with banks | 24,325 | 23,442 | |||||
Federal funds sold and securities purchased under resale agreements | 80,975 | 113,517 | |||||
Trading account assets, at fair value | 6,113 | 11,102 | |||||
Mortgage loans held for sale, at fair value | 45,384 | 212,663 | |||||
Other loans held for sale | 10,685 | 10,690 | |||||
Investment securities available for sale, at fair value | 3,199,358 | 2,981,112 | |||||
Loans, net of deferred fees and costs | 20,057,798 | 19,541,690 | |||||
Allowance for loan losses | (307,560 | ) | (373,405 | ) | |||
Loans, net | 19,750,238 | 19,168,285 | |||||
Premises and equipment, net | 468,871 | 479,546 | |||||
Goodwill | 24,431 | 24,431 | |||||
Other intangible assets, net | 3,415 | 5,149 | |||||
Other real estate | 112,629 | 150,271 | |||||
Deferred tax asset, net | 744,646 | 806,406 | |||||
Other assets | 616,376 | 660,378 | |||||
Total assets | $ | 26,201,604 | 26,760,012 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
Liabilities | |||||||
Deposits: | |||||||
Non-interest bearing deposits | $ | 5,642,751 | 5,665,527 | ||||
Interest bearing deposits, excluding brokered deposits | 14,140,037 | 14,298,768 | |||||
Brokered deposits | 1,094,002 | 1,092,749 | |||||
Total deposits | 20,876,790 | 21,057,044 | |||||
Federal funds purchased and securities sold under repurchase agreements | 148,132 | 201,243 | |||||
Long-term debt | 2,033,141 | 1,726,455 | |||||
Other liabilities | 194,556 | 205,839 | |||||
Total liabilities | 23,252,619 | 23,190,581 | |||||
Shareholders' Equity | |||||||
Series A Preferred Stock – no par value. Authorized 100,000,000 shares; 967,870 issued and outstanding at December 31, 2012 | — | 957,327 | |||||
Series C Preferred Stock – no par value. 5,200,000 shares outstanding at December 31, 2013 | 125,862 | — | |||||
Common stock - $1.00 par value. Authorized 1,200,000,000 shares; issued 978,044,909 at December 31, 2013 and 792,272,692 at December 31, 2012; outstanding 972,351,457 at December 31, 2013 and 786,579,240 at December 31, 2012 | 978,045 | 792,273 | |||||
Additional paid-in capital | 2,138,024 | 2,189,874 | |||||
Treasury stock, at cost – 5,693,452 shares at December 31, 2013 and December 31, 2012 | (114,176 | ) | (114,176 | ) | |||
Accumulated other comprehensive (loss) income | (41,258 | ) | 4,101 | ||||
Accumulated deficit | (137,512 | ) | (259,968 | ) | |||
Total shareholders’ equity | 2,948,985 | 3,569,431 | |||||
Total liabilities and shareholders' equity | $ | 26,201,604 | 26,760,012 | ||||
See accompanying notes to the audited consolidated financial statements.
86
Synovus Financial Corp.
Consolidated Statements of Income
Years Ended December 31, | ||||||||||
(in thousands, except per share data) | 2013 | 2012 | 2011 | |||||||
Interest income: | ||||||||||
Loans, including fees | $ | 866,358 | 924,639 | 1,019,036 | ||||||
Investment securities available for sale | 52,567 | 67,281 | 107,435 | |||||||
Trading account assets | 548 | 963 | 925 | |||||||
Mortgage loans held for sale | 4,441 | 6,201 | 6,195 | |||||||
Federal Reserve Bank balances | 3,222 | 3,451 | 6,660 | |||||||
Other earning assets | 1,878 | 1,605 | 1,505 | |||||||
Total interest income | 929,014 | 1,004,140 | 1,141,756 | |||||||
Interest expense: | ||||||||||
Deposits | 64,392 | 95,749 | 173,885 | |||||||
Federal funds purchased and securities sold under repurchase agreements | 324 | 614 | 1,063 | |||||||
Long-term debt | 54,106 | 53,660 | 42,654 | |||||||
Total interest expense | 118,822 | 150,023 | 217,602 | |||||||
Net interest income | 810,192 | 854,117 | 924,154 | |||||||
Provision for loan losses | 69,598 | 320,369 | 418,795 | |||||||
Net interest income after provision for loan losses | 740,594 | 533,748 | 505,359 | |||||||
Non-interest income: | ||||||||||
Service charges on deposit accounts | 77,789 | 78,203 | 78,770 | |||||||
Fiduciary and asset management fees | 43,450 | 42,503 | 45,809 | |||||||
Brokerage revenue | 27,538 | 26,913 | 26,006 | |||||||
Mortgage banking income | 22,482 | 32,272 | 20,316 | |||||||
Bankcard fees | 30,641 | 34,075 | 41,493 | |||||||
Investment securities gains, net | 2,945 | 39,142 | 75,007 | |||||||
Other fee income | 22,567 | 21,138 | 19,953 | |||||||
(Decrease) increase in fair value of private equity investments, net | (2,963 | ) | 8,233 | (1,118 | ) | |||||
Other non-interest income | 29,122 | 31,487 | 32,638 | |||||||
Total non-interest income | 253,571 | 313,966 | 338,874 | |||||||
Non-interest expense: | ||||||||||
Salaries and other personnel expense | 368,152 | 375,872 | 371,546 | |||||||
Net occupancy and equipment expense | 103,339 | 105,575 | 114,037 | |||||||
FDIC insurance and other regulatory fees | 32,758 | 45,408 | 59,063 | |||||||
Foreclosed real estate expense, net | 33,864 | 90,655 | 133,570 | |||||||
Losses (gains) on other loans held for sale, net | 329 | 4,681 | (2,737 | ) | ||||||
Professional fees | 38,776 | 41,307 | 40,585 | |||||||
Third-party services | 40,135 | 38,006 | 40,028 | |||||||
Visa indemnification charges | 1,600 | 6,304 | 6,038 | |||||||
Restructuring charges | 11,064 | 5,412 | 30,665 | |||||||
Other operating expenses | 111,520 | 103,017 | 110,970 | |||||||
Total non-interest expense | 741,537 | 816,237 | 903,765 | |||||||
Income (loss) before income taxes | 252,628 | 31,477 | (59,532 | ) | ||||||
Income tax expense (benefit) | 93,245 | (798,732 | ) | 1,312 | ||||||
Net income (loss) | 159,383 | 830,209 | (60,844 | ) | ||||||
Net loss attributable to non-controlling interest | — | — | (220 | ) | ||||||
Net income (loss) available to controlling interest | 159,383 | 830,209 | (60,624 | ) | ||||||
Dividends and accretion of discount on preferred stock | 40,830 | 58,703 | 58,088 | |||||||
Net income (loss) available to common shareholders | $ | 118,553 | 771,506 | (118,712 | ) | |||||
Net income (loss) per common share, basic | 0.13 | 0.98 | (0.15 | ) | ||||||
Net income (loss) per common share, diluted | 0.13 | 0.85 | (0.15 | ) | ||||||
Weighted average common shares outstanding, basic | 892,462 | 786,466 | 785,272 | |||||||
Weighted average common shares outstanding, diluted | 939,580 | 910,102 | 785,272 | |||||||
See accompanying notes to the audited consolidated financial statements.
87
Synovus Financial Corp.
Consolidated Statements of Comprehensive Income (Loss)
December 31, 2013 | December 31, 2012 | December 31, 2011 | ||||||||||||||||||||||||||
(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) | $ | 252,628 | (93,245 | ) | 159,383 | 31,477 | 798,732 | 830,209 | (59,532 | ) | (1,312 | ) | (60,844 | ) | ||||||||||||||
Net change related to cash flow hedges: | ||||||||||||||||||||||||||||
Reclassification adjustment for losses (gains) realized in net income | 447 | (173 | ) | 274 | (1,381 | ) | 532 | (849 | ) | (11,316 | ) | 4,279 | (7,037 | ) | ||||||||||||||
Valuation allowance for the change in deferred taxes arising from unrealized gains/losses* | — | — | — | — | — | — | — | (4,279 | ) | (4,279 | ) | |||||||||||||||||
Net change | $ | 447 | (173 | ) | 274 | (1,381 | ) | 532 | (849 | ) | (11,316 | ) | — | (11,316 | ) | |||||||||||||
Net unrealized (losses) gains on investment securities available for sale: | ||||||||||||||||||||||||||||
Reclassification adjustment for gains realized in net income | $ | (2,945 | ) | 1,134 | (1,811 | ) | (39,142 | ) | 15,070 | (24,072 | ) | (75,007 | ) | 29,271 | (45,736 | ) | ||||||||||||
Net unrealized (losses) gains arising during the period | (71,929 | ) | 27,693 | (44,236 | ) | 12,296 | (4,730 | ) | 7,566 | 50,258 | (19,349 | ) | 30,909 | |||||||||||||||
Valuation allowance for the change in deferred taxes arising from unrealized gains/losses* | — | — | — | — | — | — | — | (9,922 | ) | (9,922 | ) | |||||||||||||||||
Net unrealized losses | $ | (74,874 | ) | 28,827 | (46,047 | ) | (26,846 | ) | 10,340 | (16,506 | ) | (24,749 | ) | — | (24,749 | ) | ||||||||||||
Post-retirement unfunded health benefit: | ||||||||||||||||||||||||||||
Reclassification adjustment for gains realized in net income | $ | (170 | ) | 65 | (105 | ) | (52 | ) | 20 | (32 | ) | — | — | — | ||||||||||||||
Actuarial gains arising during the period | 830 | (311 | ) | 519 | 642 | (247 | ) | 395 | — | — | — | |||||||||||||||||
Net unrealized gains | $ | 660 | (246 | ) | 414 | 590 | (227 | ) | 363 | — | — | — | ||||||||||||||||
Other comprehensive loss | (73,767 | ) | 28,408 | (45,359 | ) | (27,637 | ) | 10,645 | (16,992 | ) | (36,065 | ) | — | (36,065 | ) | |||||||||||||
Less: comprehensive loss attributable to non-controlling interest | — | — | — | — | — | — | (220 | ) | — | (220 | ) | |||||||||||||||||
Comprehensive income (loss) | $ | 114,024 | 813,217 | (96,689 | ) | |||||||||||||||||||||||
*In accordance with ASC 740-20-45-11(b), the deferred tax asset valuation allowance associated with unrealized gains and losses not recognized in income is charged directly to other comprehensive income (loss).
See accompanying notes to the audited consolidated financial statements.
88
Synovus Financial Corp.
Consolidated Statements of Changes in Shareholders' Equity
(in thousands, except per share data) | Series A Preferred Stock | Series C Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non-Controlling Interest | Total | |||||||||||||||||||
Balance at December 31, 2010 | $ | 937,323 | — | 790,956 | 2,293,263 | (114,176 | ) | 57,158 | (966,606 | ) | 26,629 | 3,024,547 | ||||||||||||||||
Net loss | — | — | — | — | — | — | (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 Series A Preferred Stock | — | — | — | (48,394 | ) | — | — | — | — | (48,394 | ) | |||||||||||||||||
Accretion of discount on Series A 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 Series A Preferred Stock | — | — | — | (48,394 | ) | — | — | — | — | (48,394 | ) | |||||||||||||||||
Accretion of discount on Series A 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 | ||||||||||||||||
Net income | 159,383 | 159,383 | ||||||||||||||||||||||||||
Other comprehensive loss, net of income taxes | — | — | — | — | — | (45,359 | ) | — | — | (45,359 | ) | |||||||||||||||||
Cash dividends declared on common stock - $0.04 per share | — | — | — | — | — | — | (36,427 | ) | — | (36,427 | ) | |||||||||||||||||
Cash dividends paid on Series A Preferred Stock | — | — | — | (33,741 | ) | — | — | — | — | (33,741 | ) | |||||||||||||||||
Accretion of discount on Series A Preferred Stock | 10,543 | — | — | (10,543 | ) | — | — | — | — | — | ||||||||||||||||||
Redemption of Series A Preferred Stock | (967,870 | ) | — | — | — | — | — | — | — | (967,870 | ) | |||||||||||||||||
Issuance of Series C Preferred Stock, net of issuance costs | — | 125,862 | — | — | — | — | — | — | 125,862 | |||||||||||||||||||
Cash dividends paid on Series C Preferred Stock | — | — | — | (2,730 | ) | — | — | — | — | (2,730 | ) | |||||||||||||||||
Settlement of prepaid Common Stock purchase contracts | — | — | 122,848 | (122,848 | ) | — | — | — | — | — | ||||||||||||||||||
Issuance of Common Stock, net of issuance costs | — | — | 59,871 | 115,303 | — | — | — | — | 175,174 | |||||||||||||||||||
Restricted share unit activity | — | — | 2,616 | (5,680 | ) | — | — | (500 | ) | — | (3,564 | ) | ||||||||||||||||
Stock options exercised | — | — | 437 | 607 | — | — | — | — | 1,044 | |||||||||||||||||||
Share-based compensation net tax benefit | — | — | — | 317 | — | — | — | — | 317 | |||||||||||||||||||
Share-based compensation expense | — | — | — | 7,465 | — | — | — | — | 7,465 | |||||||||||||||||||
Balance at December 31, 2013 | $ | — | 125,862 | 978,045 | 2,138,024 | (114,176 | ) | (41,258 | ) | (137,512 | ) | — | 2,948,985 | |||||||||||||||
See accompanying notes to the audited consolidated financial statements.
89
Synovus Financial Corp.
Consolidated Statements of Cash Flows
Years Ended December 31, | |||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||
Operating Activities | |||||||||
Net income (loss) | $ | 159,383 | 830,209 | (60,844 | ) | ||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||
Provision for loan losses | 69,598 | 320,369 | 418,795 | ||||||
Depreciation, amortization, and accretion, net | 59,310 | 64,401 | 47,626 | ||||||
Deferred income tax expense (benefit) | 90,415 | (794,678 | ) | (357 | ) | ||||
Decrease in interest receivable | 6,179 | 11,854 | 15,629 | ||||||
Decrease in interest payable | (3,133 | ) | (8,253 | ) | (16,680 | ) | |||
Decrease in trading account assets | 4,989 | 5,764 | 5,428 | ||||||
Originations of mortgage loans held for sale | (841,542 | ) | (1,226,234 | ) | (980,173 | ) | |||
Proceeds from sales of mortgage loans held for sale | 1,000,514 | 1,187,880 | 1,055,479 | ||||||
Gain on sale of mortgage loans held for sale, net | (11,973 | ) | (15,709 | ) | (5,955 | ) | |||
Decrease in other assets | 40,085 | 61,758 | 111,852 | ||||||
(Decrease) increase in accrued salaries and benefits | (6,644 | ) | 5,961 | 2,459 | |||||
Decrease in other liabilities | (3,107 | ) | (35,477 | ) | (7,169 | ) | |||
Investment securities gains, net | (2,945 | ) | (39,142 | ) | (75,007 | ) | |||
Loss (gain) on sale of other loans held for sale, net | 329 | 4,681 | (2,737 | ) | |||||
Losses and write-downs on other real estate, net | 25,508 | 73,940 | 113,380 | ||||||
Decrease (increase) in fair value of private equity investments, net | 2,963 | (8,233 | ) | 1,118 | |||||
(Loss) gain on other assets held for sale, net | (111 | ) | (314 | ) | 1,571 | ||||
Write downs of other assets held for sale | 3,917 | 2,425 | 7,266 | ||||||
Increase in accrual for Visa indemnification | 1,600 | 6,304 | 6,038 | ||||||
Share-based compensation | 7,465 | 9,399 | 6,029 | ||||||
Other, net | 1,726 | 15,226 | 1,959 | ||||||
Net cash provided by operating activities | $ | 604,526 | 472,131 | 645,707 | |||||
Investing Activities | |||||||||
Net cash received in acquisition | 56,328 | — | — | ||||||
Net (increase) decrease in interest earning deposits with banks | (883 | ) | (9,852 | ) | 2,856 | ||||
Net decrease in federal funds sold and securities purchased under resale agreements | 32,542 | 45,399 | 1,586 | ||||||
Net decrease in interest bearing funds with Federal Reserve Bank | 853,862 | 68,616 | 1,536,890 | ||||||
Proceeds from maturities and principal collections of investment securities available for sale | 711,134 | 1,348,188 | 1,098,925 | ||||||
Proceeds from sales of investment securities available for sale | 407,718 | 1,139,558 | 2,002,922 | ||||||
Purchases of investment securities available for sale | (1,434,322 | ) | (1,803,738 | ) | (3,309,605 | ) | |||
Proceeds from sale of loans | 115,529 | 651,074 | 485,159 | ||||||
Proceeds from sale of other real estate | 100,802 | 135,817 | 171,272 | ||||||
Principal repayments by borrowers on other loans held for sale | 3,997 | 4,469 | 44,995 | ||||||
Net (increase) decrease in loans | (848,108 | ) | (743,151 | ) | 234,310 | ||||
Purchases of premises and equipment | (31,569 | ) | (30,485 | ) | (15,944 | ) | |||
Proceeds from disposals of premises and equipment | 3,099 | 3,379 | 4,888 | ||||||
Proceeds from sale of other assets held for sale | 2,285 | 8,782 | 7,683 | ||||||
Net cash (used) provided by investing activities | $ | (27,586 | ) | 818,056 | 2,265,937 | ||||
Financing Activities | |||||||||
Net (decrease) increase in demand and savings deposits | (114,738 | ) | 322,060 | 426,812 | |||||
Net decrease in certificates of deposit | (122,343 | ) | (1,676,768 | ) | (2,515,364 | ) | |||
Net (decrease) increase in federal funds purchased and securities sold under repurchase agreements | (53,111 | ) | (112,514 | ) | (185,469 | ) | |||
Principal repayments on long-term debt | (307,571 | ) | (491,049 | ) | (601,415 | ) | |||
Proceeds from issuance of long-term debt | 617,500 | 860,000 | 165,000 | ||||||
Dividends paid to common shareholders | (36,427 | ) | (31,462 | ) | (31,412 | ) | |||
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Transfer of funds to dividend payment agent | — | (7,853 | ) | — | |||||
Dividends paid on Series C Preferred Stock | (2,730 | ) | |||||||
Dividends paid on Series A Preferred Stock | (33,741 | ) | (48,394 | ) | (48,394 | ) | |||
Stock options exercised | 1,044 | — | — | ||||||
Proceeds from issuance of Series C Preferred Stock, net of issuance costs | 125,862 | — | — | ||||||
Redemption of Series A Preferred Stock | (967,870 | ) | — | — | |||||
Proceeds from issuance of common stock, net of issuance costs | 175,174 | — | — | ||||||
Excess tax benefit from share-based compensation | 575 | — | — | ||||||
Restricted stock activity | (3,564 | ) | — | — | |||||
Net cash used in financing activities | $ | (721,940 | ) | (1,185,980 | ) | (2,790,242 | ) | ||
(Decrease) increase in cash and cash equivalents | (145,000 | ) | 104,207 | 121,402 | |||||
Cash and cash equivalents at beginning of year | 614,630 | 510,423 | 389,021 | ||||||
Cash and cash equivalents at end of year | $ | 469,630 | 614,630 | 510,423 | |||||
Supplemental Cash Flow Information | |||||||||
Cash Paid (Received) During the Period for: | |||||||||
Income tax payments (refunds), net | 2,577 | (7,734 | ) | (5,113 | ) | ||||
Interest paid | 121,291 | 160,329 | 233,966 | ||||||
Non-cash Activities: | |||||||||
Decrease in net unrealized gains on available for sale securities, net of income taxes | (46,047 | ) | (16,506 | ) | (24,749 | ) | |||
Net change related to cash flow hedges, net of income taxes | 274 | (849 | ) | (11,316 | ) | ||||
Net change in post-retirement unfunded health benefit, net of income taxes | 414 | 363 | — | ||||||
Mortgage loans held for sale transferred to loans at fair value | 14,714 | 1,959 | 7,100 | ||||||
Loans foreclosed and transferred to other real estate | 85,422 | 147,653 | 205,263 | ||||||
Loans transferred to other loans held for sale at fair value | 124,331 | 731,906 | 486,697 | ||||||
Other loans held for sale transferred to loans at fair value | 1,235 | 442 | 21,372 | ||||||
Other loans held for sale foreclosed and transferred to other real estate at fair value | 3,246 | 8,142 | 21,669 | ||||||
Premises and equipment transferred to other assets held for sale at fair value | 6,254 | 2,404 | 22,429 | ||||||
Write down to fair value for other loans held for sale | — | 3,222 | 13,437 | ||||||
Impairment loss on available for sale securities | 264 | 450 | 1,647 | ||||||
Accretion of discount for Series A Preferred Stock | (10,543 | ) | (10,310 | ) | (9,694 | ) | |||
Settlement of prepaid common stock purchase contracts | 122,848 | — | — | ||||||
Acquisition: | |||||||||
Fair value of non-cash assets acquired | 536 | — | — | ||||||
Fair value of liabilities assumed | 56,864 | — | — | ||||||
See accompanying notes to the audited consolidated financial statements.
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Note 1 - Summary of Significant Accounting Policies
Business Operations
The consolidated financial statements of Synovus include the accounts of the Parent Company and its consolidated subsidiaries. Synovus provides integrated financial services, including commercial and retail banking, financial management, insurance, and mortgage services to its customers through locally-branded divisions of its wholly-owned subsidiary bank, Synovus Bank, in offices located throughout Georgia, Alabama, South Carolina, Florida, and Tennessee.
In addition to our banking operations, we also provide various other financial services to our customers through the following direct and indirect wholly-owned non-bank subsidiaries, including: 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, asset management and financial planning services; and Synovus Mortgage Corp., headquartered in Birmingham, Alabama, which offers mortgage services.
Basis of Presentation
The accounting and financial reporting policies of Synovus are in accordance with U.S. GAAP and conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. All significant intercompany accounts and transactions have been eliminated in consolidation. In preparing the consolidated financial statements in accordance with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the respective consolidated balance sheets and the reported amounts of revenues and expenses for the periods presented. Actual results could differ significantly from those estimates.
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses; the valuation of other real estate; the fair value of investment securities; the fair value of private equity investments; contingent liabilities related to legal matters; and the deferred tax assets valuation allowance. In connection with the determination of the allowance for loan losses and the valuation of certain impaired loans and other real estate, management obtains independent appraisals for significant properties and properties collateralizing impaired loans. In making this determination, management also considers other factors or recent developments, such as changes in absorption rates or market conditions at the time of valuation and anticipated sales values based on management’s plans for disposition.
The following is a description of the Company's significant accounting policies.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and due from banks. At December 31, 2013 and 2012, cash and cash equivalents included $104.9 million and $68.4 million, respectively, on deposit to meet Federal Reserve Bank requirements. At December 31, 2013 and 2012, $375 thousand and $15.5 million, respectively, of the due from banks balance was restricted as to withdrawal, including $15.0 million at December 31, 2012, on deposit pursuant to a payment network arrangement.
Short-term Investments
Short-term investments consist of interest bearing funds with the Federal Reserve Bank, interest earning deposits with banks, federal funds sold and securities purchased under resale agreements. Interest earning deposits with banks include $11.1 million at December 31, 2013 and $14.2 million at December 31, 2012, which is pledged as collateral in connection with certain letters of credit. Federal funds sold include $72.2 million at December 31, 2013 and $110.0 million at December 31, 2012, which are pledged to collateralize certain derivative instruments. Federal funds sold and securities purchased under resale agreements and federal funds purchased and securities sold under repurchase agreements, generally mature in one day.
Trading Account Assets
Trading account assets, which are primarily held on a short-term basis for the purpose of selling at a profit, consist of debt and equity securities and are reported at fair value. Fair value adjustments and fees from trading account activities are included as a component of other fee income on the consolidated statements of income. Gains and losses realized from the sale of trading account assets are determined by specific identification and are included as a component of other fee income on the trade date. Interest income on trading assets is reported as a component of interest income on the consolidated statements of income.
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Mortgage Loans Held for Sale and Mortgage Banking Income
Mortgage Loans Held for Sale
Mortgage loans held for sale are recorded at fair value. Fair value is derived from a hypothetical bulk sale model used to estimate the exit price of the loan in a loan sale. The bid pricing convention is used for loan pricing for similar assets. The valuation model is based upon forward settlements of a pool of loans of identical coupon, maturity, product, and credit attributes. The inputs to the model are continuously updated with available market and historical data. As the loans are sold in the secondary market, the valuation model produces an estimate of fair value that represents the highest and best use of the loans in Synovus' principal market.
Mortgage Banking Income
Mortgage banking income consists primarily of origination, ancillary fees, and gains and losses from the sale of mortgage loans. Mortgage loans are generally sold servicing released, without recourse or continuing involvement, and meet ASC 860-10-65, Transfers and Servicing of Financial Assets, criteria for sale accounting.
Other Loans Held for Sale
Loans are transferred to other loans held for sale at fair value when Synovus makes the determination to sell specifically identified loans. The fair value of the loans is primarily determined by analyzing the underlying collateral of the loan and the anticipated market prices of similar assets less estimated costs to sell. At the time of transfer, if the fair value is less than the carrying amount, the difference is recorded as a charge-off against the allowance for loan losses. Decreases in the fair value subsequent to the transfer, as well as gains/losses realized from sale of these loans, are recognized as gains/losses on other loans held for sale, net, as a component of non-interest expense on the consolidated statements of income.
Investment Securities Available for Sale
Investment securities available for sale are carried at fair value with unrealized gains and losses, net of the related tax effect, excluded from earnings and reported as a separate component of shareholders' equity within accumulated other comprehensive income (loss) until realized.
Synovus performs a quarterly assessment of its investment securities available for sale to determine if the decline in fair value of a security below its amortized cost is deemed to be other-than-temporary. Factors included in the assessment include the length of time the security has been in a loss position, the extent that the fair value is below amortized cost, and the credit standing of the issuer. Other-than-temporary impairment losses are recognized on securities when: (1) the holder has an intention to sell the security; (2) it is more likely than not that the security will be required to be sold prior to recovery; or (3) the holder does not expect to recover the entire amortized cost basis of the security. Other-than-temporary impairment losses are reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income (loss).
If Synovus intends to sell a security in an unrealized loss position, the entire unrealized loss would be reflected in income. Synovus does not intend to sell any investment securities in an unrealized loss position prior to the recovery of the unrealized loss, which may be until maturity, and Synovus has the ability to hold these securities for that period of time. Additionally, Synovus is not currently aware of any circumstances which will require it to sell any of the securities that are in an unrealized loss position. As of December 31, 2013, Synovus believes that all impairments of investment securities are temporary in nature.
Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the effective interest method and prepayment assumptions. Actual prepayment experience is reviewed periodically and the timing of the accretion and amortization is adjusted accordingly. Interest income on securities available for sale is recorded on the accrual basis. Dividend and interest income are recognized when earned. Realized gains and losses for securities are included in investment securities gains (losses), net, on the consolidated statements of income and are derived using the specific identification method, on a trade date basis.
Loans and Interest Income on Loans
Loans are reported at principal amounts outstanding less amounts charged off, net of deferred fees and expenses. Interest income and deferred fees, net of expenses on loans, are recognized on a level yield basis.
Non-accrual Loans
Loans on which the accrual of interest has been discontinued are designated as non-accrual loans. Accrual of interest is discontinued on loans when reasonable doubt exists as to the full collection of interest or principal, or when loans become contractually past due for 90 days or more as to either interest or principal, in accordance with the terms of the loan agreement, unless they are both well-secured and in the process of collection. When a loan is placed on non-accrual status, previously accrued and uncollected interest is generally reversed as an adjustment to interest income on loans. Interest payments received on non-accrual loans are generally applied as a reduction of principal. As payments are received on non-accruing loans, interest income
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can be recognized on a cash basis; however, there must be an expectation of full repayment of the remaining recorded principal balance. The remaining portion of this payment is recorded as a reduction to principal. Loans are generally returned to accruing status when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest, and the borrower has sustained repayment performance under the terms of the loan agreement for a reasonable period of time (generally six months).
Impaired Loans
Impaired loans are loans for which it is probable that Synovus will not be able to collect all amounts due according to the contractual terms of the loan agreements and all loans modified in a troubled debt restructuring (TDR). Other than TDRs, impaired loans do not include smaller-balance homogeneous loans that are collectively evaluated for impairment, which consist of most retail loans and commercial loan relationships less than $1.0 million. Impairment is measured on a discounted cash flow method based upon the loan's contractual effective interest rate, or at the loan's observable market price, or at the fair value of the collateral, less costs to sell if the loan is collateral dependent. Interest income on non-accrual impaired loans is recognized as described above under "non-accrual loans." Impaired accruing loans generally consist of those troubled debt restructurings for which management has concluded that the collectability of the loan is not in doubt.
At December 31, 2013, substantially all non-accrual impaired loans were collateral-dependent. Most of these loans are secured by real estate. For impairment measured using the estimated fair value of collateral less costs to sell, fair value is estimated using appraisals performed by a certified or licensed appraiser. Management also considers other factors or recent developments, such as selling costs and anticipated sales values, taking into account management's plans for disposition, which could result in adjustments to the fair value estimates indicated in the appraisals. The assumptions used in determining the amount of the impairment are subject to significant judgment. Use of different assumptions, for example, changes in the fair value of the collateral or management's plans for disposition could have a significant impact on the amount of impairment.
Under the discounted cash flow method, impairment is recorded as a specific reserve with a charge-off for any portion of the impairment considered a confirmed loss. The reserve is reassessed each quarter and adjusted as appropriate based on changes in estimated cash flows.
Where guarantors are determined to be a source of repayment, an assessment of the guarantee is required. This guarantee assessment would include, but not be limited to, factors such as type and feature of the guarantee, consideration for the guarantor's financial strength and capacity to service the loan in combination with the guarantor's other financial obligations as well as the guarantor's willingness to assist in servicing the loan.
Troubled Debt Restructurings
When borrowers are experiencing financial difficulties, the Company may, in order to assist the borrowers in repaying the principal and interest owed to the Company, make certain modifications to the borrower's loan. All loan modifications and renewals are evaluated for troubled debt restructuring (TDR) classification. In accordance with ASU 2011-02, A Creditor's Determination of Whether a Restructuring is a Troubled Debt Restructuring, issued in April 2011, a TDR is defined as a modification with a borrower that is experiencing financial difficulties, and the company has granted a financial concession that it would not normally make. The market interest rate concept in ASU 2011-02 states that if a borrower does not otherwise have access to funds at a market interest rates for debt with characteristics similar to those of the restructured debt, the restructuring would be considered to be at a below-market rate, which indicates that the lender may have granted a concession. Since Synovus often increases or maintains the interest rate upon renewal of a commercial loan, including renewals of loans involving borrowers experiencing financial difficulties, the market rate concept has become a significant factor in determining if a loan is classified as a TDR. All TDR's are considered to be impaired loans, and the amount of impairment, if any, is determined in accordance with ASC 310-10-35, Accounting By Creditors for Impairment of a Loan-an amendment of FASB Statements No. 5, ASC 450-20, and No. 15, ASC 310-40.
Concessions provided by Synovus in a TDR are generally made in order to assist borrowers so that debt service is not interrupted and to mitigate the potential for loan losses. A number of factors are reviewed when a loan is renewed, refinanced, or modified, including cash flows, collateral values, guarantees, and loan structures. Concessions are primarily in the form of providing a below market interest rate given the borrower's credit risk to assist the borrower in managing cash flows, an extension of the maturity of the loan generally for less than one year, or a period of time generally less than one year with a reduction of required principal and/or interest payments (e.g., interest only for a period of time). These types of concessions may be made during the term of a loan or upon the maturity of a loan, as a loan renewal. Renewals of loans made to borrowers experiencing financial difficulties are evaluated for TDR designation by determining if concessions are being granted, including consideration of whether the renewed loan has an interest rate that is at market, given the credit risk related to the loan. Insignificant periods of reduction of principal and/or interest payments, or one time deferrals of three months or less, are generally not considered to be financial concessions. Further, it is generally Synovus' practice not to defer principal and/or interest for more than twelve months.
These types of concessions may be made during the term of a loan or upon the maturity of a loan, in which the borrower is experiencing financial difficulty, as a loan renewal.
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Renewals of loans made to borrowers experiencing financial difficulties are evaluated for TDR designation by determining if concession(s) are being granted, including consideration of whether the renewed loan has an interest rate that is at market, given the credit risk related to the loan.
Non-accruing TDRs may generally be returned to accrual status if there has been a period of performance, usually at least a six month sustained period of repayment performance by the borrower. Consistent with regulatory guidance, a TDR will generally no longer be reported as a TDR after a period of performance and after the loan was reported as a TDR at a year-end reporting date, and if at the time of the modification, the interest rate was at market, considering the credit risk associated with the borrower.
Allowance for Loan Losses
The allowance for loan losses is a significant accounting estimate that is determined through periodic and systematic detailed reviews of the Company’s loan portfolio. These reviews are performed to assess the inherent risk for probable loss within the portfolio and to ensure consistency between fluctuations in the allowance and both credit events within the portfolio and prevailing credit trends. The economic and business climate in any given industry or market is difficult to gauge and can change rapidly, and the effects of those changes can vary by borrower. Significant judgments and estimates are necessary in the determination of the allowance for loan losses. Significant judgments include, among others, loan risk ratings and classifications, the determination and measurement of impaired loans, the timing of loan charge-offs, the probability of loan defaults, the net loss exposure in the event of loan defaults, qualitative loss factors, management’s plans, if any, for disposition of certain loans, as well as other qualitative considerations. In determining an adequate allowance for loan losses, management makes numerous assumptions, estimates, and assessments, which are inherently subjective. The use of different estimates or assumptions could have a significant impact on the provision for loan losses, allowance for loan losses, non-performing loans, loan charge-offs and the Company's consolidated financial condition and results of operations.
The allocated allowance is based upon quarterly analyses of impaired commercial loans to determine the amount of specific reserves (and/or loan charge-offs), if any, as well as an analysis of historical loan default experience, loan net loss experience and related qualitative factors, if appropriate, for categories of loans with similar risk attributes and further segregated by Synovus' internal loan grading system.
Impaired loans are generally evaluated on a loan by loan basis with specific reserves, if any, recorded as appropriate. Specific reserves are determined based on ASC 310-10-35, which provides for measurement of a loan's impairment based on one of three methods. If the loan is collateral dependent, then the fair value of the loan's collateral, less estimated selling costs, are compared to the loan's carrying amount to determine impairment. Other methods of measuring a loan's impairment include the present value of the expected future cash flows of the loan, or if available, the observable market price of the loan. Synovus considers the pertinent facts and circumstances for each impaired loan when selecting the appropriate method to measure impairment, and quarterly evaluates each selection to ensure its continued appropriateness and evaluates the reasonableness of specific reserves, if any.
For loans that are not considered impaired, the allocated allowance for loan losses is determined based upon Expected Loss ("EL") factors, which are applied to groupings of specific loan types by loan risk ratings. The EL is determined based upon a probability of default ("PD"), which is the probability that a borrower, segregated by loan type and loan risk grade, will default, and loss given default (“LGD”), which is the estimate of the amount of net loss in the event of default. The groupings of the loans into loan categories are determined based upon the nature of the loan types and the level of inherent risk associated with the various loan categories. The loan groupings are further segregated based upon the individual loan risk ratings, as described below.
Allocated EL factors may also be adjusted, as necessary, by qualitative factor considerations for the applicable loan categories, including levels and trends in delinquencies and impaired loans not included in the expected loss factors and effects of any changes in underwriting standards, and other changes in lending policies, procedures and practices.
Commercial Loans - Risk Ratings
Synovus began implementation of a Dual Risk Rating allowance for loan losses methodology (DRR methodology) for certain components of its commercial and industrial loan portfolio during the third quarter of 2013. The DRR includes sixteen probabilities of default categories and nine categories for estimating losses given an event of default. The result is an expected loss rate established for each borrower. The DRR methodology is considered to be a more refined estimate of the inherent risk of loss. Management currently expects to implement the DRR methodology for additional components of the commercial loan portfolio over the next few years. Approximately $2.6 billion, or 13%, of the total loan portfolio was rated using the DRR methodology at year-end 2013.
The single and dual risk ratings are based on the borrowers' credit risk profile, considering factors such as debt service history, current and estimated prospective cash flow information, collateral supporting the credit, source of repayment as well as other variables, as appropriate. There is a 9-point scale for commercial single risk rated loans. Single risk ratings six through nine are defined consistent with the bank regulatory classifications of special mention, substandard, doubtful, and loss, respectively.
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Each loan is assigned a risk rating during its initial approval process. For single risk rated loans, this process begins with a loan rating recommendation from the loan officer responsible for originating the loan. For dual risk rated loans, this process begins with scoring the loan for a rating. The loan rating is subject to approvals from other members of management, regional credit and/or loan committees depending on the size of the loan and loan's credit attributes. Loan ratings are regularly reevaluated based upon annual scheduled credit reviews or on a more frequent basis if determined prudent by management. Quarterly reviews are done for special mention and substandard loans of $500,000 or more. Additionally, an independent loan review function evaluates Synovus' risk rating process on a continuous basis.
Retail Loans and Small Business Loans – Risk Ratings
Retail loans and small business loans are generally assigned a risk rating on a 6-point scale at the time of origination based on credit bureau scores, with a loan grade of 1 assigned as the lowest level of risk and a loan grade of 6 as the highest level of risk. At 90-119 days past due, a loan grade of 7-substandard rating is applied and at 120 days past due, the loan is generally downgraded to grade 9-loss. The credit bureau based ratings are updated at least semi-annually and the ratings based on the past due status are updated monthly.
Unallocated Allowance for Loan Losses
The unallocated component of the allowance for loan losses is considered necessary to provide for certain environmental and economic factors that affect the inherent risk of loss in the entire loan portfolio that are not fully captured in the allocated allowance for loan losses. On a quarterly basis, management updates its analysis and consideration of these factors and determines the impact, if any, on the allowance for loan losses and the provision for loan losses for each respective period. Unallocated qualitative factors included in the determination of the unallocated allowance for loan losses include the following:
• | 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 |
• | trends in volume and terms of loans |
• | effects of changes in credit concentrations |
• | model uncertainty |
• | other isolated events |
Premises and Equipment
Premises and equipment, including bank owned branch locations and leasehold improvements, are reported at cost, less accumulated depreciation and amortization, which are computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the shorter of the estimated useful life or the remainder of the lease term. Synovus reviews long-lived assets, such as premises and equipment, for impairment whenever events and circumstances indicate that the carrying amount of an asset may not be recoverable.
Goodwill
Goodwill represents the excess purchase price over the fair value of identifiable net assets of acquired businesses. In accordance with ASC 350, Intangibles, Goodwill and Other, goodwill is not amortized, but tested for impairment at the reporting unit (sub-segment) level on an annual basis and as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Synovus reviews goodwill for impairment annually as of June 30th of each year and at interim periods if indicators of impairment exist.
Significant judgment is applied when goodwill is assessed for impairment. This judgment includes developing cash flow projections, selecting appropriate discount rates, identifying relevant market comparables, incorporating general economic and market conditions, and selecting an appropriate control premium. The selection and weighting of the various fair value techniques may result in a higher or lower fair value. Judgment is applied in determining the weightings that are most representative of fair value.
Other Real Estate
ORE consists of properties obtained through a foreclosure proceeding or through an in-substance foreclosure in satisfaction of loans. In accordance with the provisions of ASC 310-10-35 regarding subsequent measurement of loans for impairment and ASC 310-40-15 regarding accounting for troubled debt restructurings by a creditor, a loan is classified as an in-substance foreclosure when Synovus has taken possession of the collateral regardless of whether formal foreclosure proceedings have taken place.
At foreclosure, ORE is recorded at the lower of cost or fair value less estimated selling costs, which establishes a new cost basis. Subsequent to foreclosure, ORE is evaluated quarterly and reported at fair value less estimated selling costs, not to exceed
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the new cost basis, determined by review of current appraisals, as well as the review of comparable sales and other estimates of fair value obtained principally from independent sources, changes in absorption rates or market conditions from the time of the latest appraisal received or previous re-evaluation performed, and anticipated sales values considering management's plans for disposition, which could result in an adjustment to lower the fair value estimates indicated in the appraisals.
Synovus' objective is to dispose of ORE properties in a timely manner and to maximize net sale proceeds. Synovus has a centralized managed assets division, with the specialized skill set to facilitate this objective. While there is not a defined timeline for their sale, ORE properties are actively marketed through unaffiliated third parties, including real estate brokers and real estate auctioneers. Sales are made on an opportunistic basis, as acceptable buyers and terms are identified. In addition, Synovus has previously sold ORE properties in bulk asset sales to unaffiliated third parties, in which case the typical period of marketing the property likely did not occur. In some cases, Synovus is approached by potential buyers of ORE properties or Synovus may contact independent third parties who we believe might have an interest in an ORE property.
Other Assets
Other assets include accrued interest receivable and other significant balances as described below.
Investments in Company-Owned Life Insurance Policies
Investments in company-owned life insurance policies on certain current and former officers of Synovus are recorded at the net realizable value of the policies as a component of other assets in the consolidated balance sheets. Net realizable value is the cash surrender value of the policies less any applicable surrender charges and any policy loans. Synovus has not borrowed against the cash surrender value of these policies. The appreciation in the cash surrender value of the policies is recognized as a component of other non-interest income in the consolidated statements of income.
Private Equity Investments
Private equity investments are recorded at fair value on the consolidated balance sheets with realized and unrealized gains and losses included in increase/(decrease) in fair value of private equity investments, net, on the consolidated statements of income in accordance with ASC 946, Financial Services-Investment Companies. The private equity investments in which Synovus holds a limited partner interest consist of funds that invest in privately held companies. For privately held companies in the fund, the general partner estimates the fair value of the company in accordance with U.S. GAAP as clarified by ASC 820, Fair Value Measurements and Disclosures. The estimated fair value of the company is the estimated fair value as an exit price the fund would receive if it were to sell the company in the marketplace. The fair value of the fund's underlying investments is estimated through the use of valuation models, such as option pricing or a discounted cash flow model. Valuation factors, such as a company's operational performance against budget or milestones, last price paid by investors, with consideration given on whether financing is provided by insiders or unrelated new investors, public market comparables, liquidity of the market, industry and economic trends, and change of management or key personnel, are used in the determination of estimated fair value.
Derivative Instruments
Synovus’ risk management policies emphasize the management of interest rate risk within acceptable guidelines. Synovus’ objective in maintaining these policies is to limit volatility in net interest income arising from changes in interest rates. Risks to be managed include both fair value and cash flow risks. Utilization of derivative financial instruments provides a valuable tool to assist in the management of these risks.
In accordance with ASC 815, Derivatives and Hedging, all derivative instruments are recorded on the consolidated balance sheets at their respective fair values, as components of other assets and other liabilities.
The accounting for changes in fair value (i.e., unrealized gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, on the reason for holding it. If certain conditions are met, entities may elect to designate a derivative instrument as a hedge of exposures to changes in fair values, cash flows, or foreign currencies. If the hedged exposure is a fair value exposure, the unrealized gain or loss on the derivative instrument is recognized in earnings in the period of change, together with the offsetting unrealized loss or gain on the hedged item attributable to the risk being hedged as a component of other non-interest income on the consolidated statements of income. If the hedged exposure is a cash flow exposure, the effective portion of the gain or loss on the hedged item is reported initially as a component of accumulated other comprehensive income (loss), net of the tax impact, and subsequently reclassified into earnings when the hedged transaction affects earnings. Any amounts excluded from the assessment of hedge effectiveness, as well as the ineffective portion of the gain or loss on the derivative instrument, are reported in earnings immediately as a component of other non-interest income on the consolidated statements of income. If the derivative instrument is not designated as a hedge, the gain or loss on the derivative instrument is recognized in earnings as a component of other non-interest income on the consolidated statements of income in the period of change. At December 31, 2013 and 2012, Synovus does not have any derivative instruments which are measured for ineffectiveness using the short-cut method.
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With the exception of certain commitments to fund and sell fixed-rate mortgage loans and derivatives utilized to meet the financing and interest rate risk management needs of its customers, all derivatives utilized by Synovus to manage its interest rate sensitivity are designated as either a hedge of a recognized fixed-rate asset or liability (fair value hedge), or a hedge of a forecasted transaction or of the variability of future cash flows of a floating rate asset or liability (cash flow hedge). Synovus does not speculate using derivative instruments.
In 2005, Synovus entered into certain forward starting swap contracts to hedge the cash flow risk of certain forecasted interest payments on a forecasted debt issuance. Upon the determination to issue debt, Synovus was potentially exposed to cash flow risk due to changes in market interest rates prior to the placement of the debt. The forward starting swaps allowed Synovus to hedge this exposure. Upon placement of the debt, these swaps were cash settled concurrent with the pricing of the debt. The effective portion of the cash flow hedge included in accumulated other comprehensive income is being amortized over the life of the debt issue as an adjustment to interest expense.
Synovus also holds derivative instruments, which consist of rate lock agreements related to expected funding of fixed-rate mortgage loans to customers (interest rate lock commitments) and forward commitments to sell mortgage-backed securities and individual fixed-rate mortgage loans. Synovus’ objective in obtaining the forward commitments is to mitigate the interest rate risk associated with the interest rate lock commitments and the mortgage loans that are held for sale. Both the interest rate lock commitments and the forward commitments are reported at fair value, with adjustments recorded in current period earnings in mortgage banking income.
Synovus also enters into interest rate swap agreements to facilitate the risk management strategies of certain commercial banking customers. Synovus mitigates this risk by entering into equal and offsetting interest rate swap agreements with highly rated third-party financial institutions. The interest rate swap agreements are free-standing derivatives and are recorded at fair value with any unrealized gain or loss recorded in current period earnings in other non-interest income. These instruments, and their offsetting positions, are recorded in other assets and other liabilities on the consolidated balance sheets.
When using derivatives to hedge fair value and cash flow risks, Synovus exposes itself to potential credit risk from the counterparty to the hedging instrument. This credit risk is generally a small percentage of the notional amount and fluctuates as interest rates change. Synovus analyzes and approves credit risk for all potential derivative counterparties prior to execution of any derivative transaction. Synovus seeks to minimize credit risk by dealing with highly rated counterparties and by obtaining collateralization for exposures above certain predetermined limits. If significant counterparty risk is determined, Synovus adjusts the fair value of the derivative recorded asset balance to consider such risk.
Non-interest Income
Service Charges on Deposit Accounts
Service charges on deposit accounts consist of non-sufficient funds fees, account analysis fees, and other service charges on deposits which consist primarily of monthly account fees. Non-sufficient funds fees are recognized at the time when the account overdraft occurs in accordance with regulatory guidelines. Account analysis fees consist of fees charged to certain commercial demand deposit accounts based upon account activity (and reduced by a credit which is based upon cash levels in the account). These fees, as well as monthly account fees, are recorded under the accrual method of accounting.
Fiduciary and Asset Management Fees
Fiduciary and asset management fees are generally determined based upon market values of assets under management as of a specified date during the period. These fees are recorded under the accrual method of accounting as the services are performed.
Brokerage and Investment Banking Revenue
Brokerage revenue consists primarily of commission income, which represents the spread between buy and sell transactions processed, and net fees charged to customers on a transaction basis for buy and sell transactions processed. Commission income is recorded on a trade-date basis. Brokerage revenue also includes portfolio management fees, which represent monthly fees charged on a contractual basis to customers for the management of their investment portfolios and are recorded under the accrual method of accounting.
Investment banking revenue represents fees for services arising from securities offerings or placements in which Synovus acts as an agent. It also includes fees earned from providing advisory services. Revenue is recognized at the time the underwriting is completed and the revenue is reasonably determinable.
Bankcard Fees
Bankcard fees consist primarily of interchange fees earned, net of fees paid, on debit card and credit card transactions. Net fees are recognized into income as they are collected.
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Income Taxes
Synovus is a domestic corporation that files a consolidated federal income tax return with its wholly-owned subsidiaries and files state income tax returns on a consolidated and a separate entity basis with the various taxing jurisdictions based on its taxable presence. Synovus accounts for income taxes in accordance with ASC 740, Income Taxes. The current income tax accrual or receivable is an estimate of the amounts owed to or due from taxing authorities in which Synovus conducts business. It also includes increases and decreases in the amount of taxes payable for uncertain tax positions reported in tax returns for the current and/or prior years.
Synovus uses the asset and liability method to account for future income taxes expected to be paid or received (i.e., deferred income taxes). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement (GAAP) carrying amounts of existing assets and liabilities and their respective tax bases, including operating losses and tax credit carryforwards. The deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in income in the period that includes the enactment date.
A valuation allowance is required for deferred tax assets if, based on available evidence, it is more likely than not that all or some portion of the asset will not be realized. In making this assessment, all sources of taxable income available to realize the deferred tax asset are considered including taxable income in prior carryback years, future reversals of existing temporary differences, tax planning strategies, and future taxable income exclusive of reversing temporary differences and carryforwards. The predictability that future taxable income, exclusive of reversing temporary differences, will occur is the most subjective of these four sources. Changes in the valuation allowance are recorded through income tax expense.
Significant estimates used in accounting for income taxes relate to the valuation allowance for deferred tax assets, estimates of the realizability of income tax credits, utilization of net operating losses, the determination of taxable income, and the determination of temporary differences between book and tax bases.
Synovus accrues tax liabilities for uncertain income tax positions based on current assumptions regarding the expected outcome by weighing the facts and circumstances available at the reporting date. If related tax benefits of a transaction are not more likely than not of being sustained upon examination, Synovus will accrue a tax liability or reduce a deferred tax asset for the expected tax impact associated with the transaction. Events and circumstances may alter the estimates and assumptions used in the analysis of its income tax positions and, accordingly, Synovus' effective tax rate may fluctuate in the future. Synovus recognizes accrued interest and penalties related to unrecognized income tax benefits as a component of income tax expense.
Share-based Compensation
Synovus has a long-term incentive plan under which the Compensation Committee of the Board of Directors has the authority to grant share-based awards to Synovus employees. Synovus' share-based compensation costs associated with employee grants are recorded as a component of salaries and other personnel expense in the consolidated statements of income. Share-based compensation costs associated with grants made to non-employee directors of Synovus are recorded as a component of other operating expenses. Share-based compensation expense for service-based awards is recognized net of estimated forfeitures for plan participants on a straight-line basis over the vesting period.
Fair Value Measurements and Disclosures
Fair value estimates are made at a specific point in time, based on relevant market information and other information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale, at one time, the entire holdings of a particular financial instrument. Because no market exists for a portion of the financial instruments, fair value estimates are also based on judgments regarding estimated cash flows, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Synovus employs independent third-party pricing services to provide fair value estimates for Synovus' investment securities available for sale and trading account assets. Fair values for fixed income investment securities and certain derivative financial instruments are typically the prices supplied by either third-party pricing service or an unrelated counterparty, which utilize quoted market prices, broker/dealer quotations for identical or similar securities, and/or inputs that are observable in the market, either directly or indirectly, for substantially similar securities. Level 1 securities are typically exchange quoted prices. Level 2 securities are typically matrix priced by a third-party pricing service to calculate the fair value. Such fair value measurements consider observable data, such as relevant broker/dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayments speeds, credit information, and the respective terms and conditions for debt instruments. Level 3 instruments' 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
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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.
Management uses various validation procedures to validate the prices received from pricing services and quotations received from dealers are reasonable for each relevant financial instrument, including reference to relevant broker/dealer quotes or other market quotes and a review of valuations and trade activity of comparable securities. Consideration is given to the nature of the quotes (e.g., indicative or firm) and the relationship of recently evidenced market activity to the prices provided by the third-party pricing service. Further, management also employs the services of an additional independent pricing firm as a means to verify and confirm the fair values of our primary independent pricing firms.
Understanding the third-party pricing service's valuation methods, assumptions and inputs used by the firm is an important part of the process of determining that reasonable and reliable fair values are being obtained. Management evaluates quantitative and qualitative information provided by the third-party pricing services to assess whether they continue to exhibit the high level of expertise and internal controls that management relies upon.
Fair value estimates are based on existing financial instruments on the consolidated balance sheet, without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial instruments include deferred income taxes, premises and equipment, equity method investments, goodwill and other intangible assets. In addition, the income tax ramifications related to the realization of the unrealized gains and losses on available for sale investment securities and cash flow hedges can have a significant effect on fair value estimates and have not been considered in any of the estimates.
Contingent Liabilities
Synovus estimates its contingent liabilities with respect to outstanding legal matters based on information currently available to management, management’s estimates about the probability of outcomes of each case and the advice of legal counsel. In accordance with guidance in ASC 450-25-2, management accrues an estimated loss from a loss contingency when information available indicates that it is probable that a loss has occurred and the amount of the loss can be reasonably estimated. In addition, it must be probable that the loss will be confirmed by some future event. Significant judgment is required in making these estimates and management must make assumptions about matters that are highly uncertain. Accordingly, the actual loss may be more or less than the current estimate.
In many situations, Synovus may be unable to estimate reasonably possible losses due to the preliminary nature of the legal matters, as well as a variety of other factors and uncertainties. As there are further developments, Synovus will reassess these legal matters and the related potential liabilities and will revise, when needed, its estimate of contingent liabilities.
Based on Synovus’ current knowledge and advice of counsel, management feels that contingent losses have been properly accrued with respect to legal matters discussed in Note 21 - Legal Proceedings to the consolidated financial statements. Management does not believe that the liabilities arising from these legal matters will have a material adverse effect on Synovus’ financial condition, results of operations or cash flows.
Recently Adopted Accounting Standards Updates
Effective January 1, 2013, Synovus adopted the provisions of the following ASUs:
ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment. This ASU relates to testing intangibles other than goodwill for impairment, and was adopted on January 1, 2013. For Synovus, the ASU primarily applies to core deposit intangibles, which have a carrying value of $2.5 million at December 31, 2013. The ASU did not have an impact on Synovus' consolidated financial statements.
ASU 2011-11, Disclosures about Offsetting Assets and Liabilities and ASU 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 requires additional disclosures about financial instruments and derivative instruments that are offset or subject to an enforceable master netting arrangement or similar agreement. ASU 2013-01 clarifies that the disclosure requirements of ASU 2011-11 do not apply to trade receivables. The ASU also clarifies that the disclosure requirements in ASU 2011-11 apply to repurchase and reverse repurchase agreements, securities borrowing and lending agreements that are either offset on the balance sheet or subject to an enforceable master netting arrangement or similar agreement, and derivatives accounted for in accordance with ASC 815, Derivatives and Hedging. Synovus does not have financial instruments that are subject to the new requirements of ASU 2011-11; therefore, the clarifying ASU did not affect Synovus' consolidated financial statements.
ASU 2013-02, Reporting of Amount Reclassified Out of Accumulated Other Comprehensive Income. The FASB issued this ASU to improve the transparency of reporting reclassifications out of accumulated other comprehensive income by requiring entities to present in one place information about significant amounts reclassified and, in some cases, to provide cross-references to related footnote disclosures. ASU 2013-02 does not amend existing requirements for reporting net income or other comprehensive income in the financial statements. ASU 2013-02 requires an entity to disaggregate the total change of each component of other
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comprehensive income and separately present reclassification adjustments and current period other comprehensive income. The provisions of ASU 2013-02 also require that entities present either in a single footnote or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line item affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, entities would instead cross reference to the related footnote to the financial statements for additional information. Synovus adopted the provisions of ASU 2013-02 effective January 1, 2013. The impact to Synovus was additional disclosure in the notes to the financial statements, which included a new table that detailed the items reclassified out of accumulated other comprehensive income and into net income. See "Note 7 - Other Comprehensive Income" to the consolidated financial statements for the disclosures required by ASU 2013-02.
ASU 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes. This ASU permits the Fed Funds Effective Swap Rate (also referred to as the Overnight Index Swap Rate) to be used as a U.S. benchmark interest rate for hedge accounting purposes under FASB Topic 815, in addition to interest rates on direct Treasury obligations of the U.S. government and LIBOR. The amendments also remove the restriction on using different benchmark rates for similar hedges. The final guidance, issued on July 17, 2013, was effective immediately. Synovus continues to assess the impact of this ASU on its hedging strategies and will consider the provisions of this new guidance when developing new hedging strategies. With the inclusion of the Fed Funds Effective Swap rate as a benchmark interest rate, the ASU allows Synovus to develop new hedging strategies, but does not resolve ineffectiveness issues that arise in existing LIBOR hedges when the Overnight Index Swap Rate is used to discount future cash flows.
Recently Issued Accounting Standards Updates
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Income tax accounting guidance does not explicitly address how to present unrecognized tax benefits when a company also has net operating losses or tax credit carryforwards. Most companies present these unrecognized benefits as a liability (i.e., gross presentation), but some present the liability as a reduction of their net operating losses or tax credit carryforwards (i.e., net presentation). To address this diversity in practice, the FASB issued ASU 2013-11, requiring unrecognized tax benefits to be offset against a deferred tax asset for a net operating loss carryforward, similar tax loss or tax credit carryforward except when (1) a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available as of the reporting date under the governing tax law to settle taxes that would result from the disallowance of the tax position and (2) the entity does not intend to use the deferred tax asset for this purpose (provided that the tax law permits a choice). If either of these conditions exists, an entity should present an unrecognized tax benefit in the financial statements as a liability and should not net the unrecognized tax benefit with a deferred tax asset. New recurring disclosures are not required because the ASU does not affect the recognition or measurement of uncertain tax positions under ASC 740. This amendment does not affect the amounts public entities disclose in the tabular reconciliation of the total amounts of unrecognized tax benefits because the tabular reconciliation presents the gross amounts of unrecognized tax benefits. This new guidance will likely change the balance sheet presentation of certain unrecognized tax benefits and deferred tax assets but will not change the way entities assess deferred tax assets for realizability or disclose tax uncertainties. Currently, Synovus is recognizing the FIN 48 liability on a gross basis and it is not being applied to reduce the net operating losses deferred tax asset. Therefore, when the standard becomes effective, it will impact the balance sheet classifications. However, the FIN 48 balance is insignificant and only relates to income tax issues; therefore, the impact is expected to be insignificant.
Reclassifications
Prior years' consolidated financial statements are reclassified whenever necessary to conform to the current year's presentation.
Subsequent Events
Synovus has evaluated for consideration, or disclosure, all transactions, events, and circumstances, subsequent to the date of the consolidated balance sheet and through the date the accompanying audited consolidated financial statements were issued, and has reflected, or disclosed, those items deemed appropriate within the consolidated financial statements and related footnotes.
Note 2 - Acquisition
On May 10, 2013, Synovus Bank entered into a purchase and assumption agreement with the FDIC, as receiver of Sunrise Bank, an affiliate of Capitol Bancorp Limited, to assume $56.8 million in deposits, including all uninsured deposits. As part of this transaction, Synovus Bank also acquired $492 thousand in loans. Other assets and liabilities acquired in connection with this transaction were insignificant. Sunrise Bank operated in three locations, including Valdosta, Jeffersonville, and Atlanta, Georgia. Acquisitions are accounted for under the acquisition method of accounting in accordance with FASB ASC 805, "Business Combinations". Both the purchased assets and assumed liabilities are recorded at their respective acquisition date fair values.
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Synovus' consolidated statement of income for the year ended December 31, 2013 includes the operating results produced by the acquired assets and assumed liabilities for the period of May 10, 2013 to December 31, 2013. The income statement impact was not significant. Due primarily to Synovus acquiring only certain assets and liabilities of Sunrise, historical results of Sunrise are not meaningful to Synovus’ results, and thus no pro forma information is presented.
Note 3 - Restructuring Charges
For the years ended December 31, 2013, 2012 and 2011 total restructuring charges consist of the following components:
Years Ended December 31, | ||||||||||
(in thousands) | 2013 | 2012 | 2011 | |||||||
Severance charges | $ | 8,046 | 3,826 | 17,570 | ||||||
Lease termination charges | 1,060 | — | 3,147 | |||||||
Asset impairment charges | 2,030 | 1,956 | 6,643 | |||||||
Gain on sale of assets held for sale, net | (135 | ) | (622 | ) | (929 | ) | ||||
Professional fees and other charges | 63 | 252 | 4,234 | |||||||
Total restructuring charges | $ | 11,064 | 5,412 | 30,665 | ||||||
The liability for restructuring activities was $3.0 million at December 31, 2013 which consists primarily of estimated severance payments and lease termination payments. Cash payments associated with this liability are expected to occur over the next three months.
Note 4 - Other Loans Held for Sale
Loans are transferred to other loans held for sale at fair value when Synovus makes the determination to sell specifically identified loans. The fair value of the loans is primarily determined by analyzing the underlying collateral of the loan and the anticipated market prices of similar assets less estimated costs to sell. At the time of transfer, if the fair value is less than the carrying amount, the difference is recorded as a charge-off against the allowance for loan losses. Decreases in the fair value subsequent to the transfer, as well as gains/losses realized from sale of these loans, are recognized as (gains) losses on other loans held for sale, net as a component of non-interest expense on the consolidated statements of income. During the years ended December 31, 2013, 2012, and 2011, Synovus transferred loans with carrying values of $165.2 million, $731.9 million, and $486.7 million, respectively.
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Note 5 - Investment Securities Available for Sale
The amortized cost, gross unrealized gains and losses, and estimated fair values of investment securities available for sale at December 31, 2013 and 2012 are summarized below.
December 31, 2013 | |||||||||||||
(in thousands) | Amortized Cost (1) | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||
U.S. Treasury securities | $ | 17,791 | — | — | 17,791 | ||||||||
U.S. Government agency securities | 33,480 | 1,161 | — | 34,641 | |||||||||
Securities issued by U.S. Government sponsored enterprises | 112,305 | 1,440 | — | 113,745 | |||||||||
Mortgage-backed securities issued by U.S. Government agencies | 196,521 | 2,257 | (3,661 | ) | 195,117 | ||||||||
Mortgage-backed securities issued by U.S. Government sponsored enterprises | 2,443,282 | 9,718 | (31,640 | ) | 2,421,360 | ||||||||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises | 406,717 | 698 | (8,875 | ) | 398,540 | ||||||||
State and municipal securities | 6,723 | 168 | (2 | ) | 6,889 | ||||||||
Equity securities | 3,856 | 3,728 | — | 7,584 | |||||||||
Other investments | 4,074 | — | (383 | ) | 3,691 | ||||||||
Total investment securities available for sale | $ | 3,224,749 | 19,170 | (44,561 | ) | 3,199,358 | |||||||
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 agencies or 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 investment securities available for sale | $ | 2,931,630 | 54,116 | (4,634 | ) | 2,981,112 | |||||||
(1) | Amortized cost is adjusted for other-than-temporary impairment charges in 2013 and 2012, which have been recognized in the consolidated statements of income in the applicable year, and were considered inconsequential. |
At December 31, 2013 and 2012, investment securities with a carrying value of $2.38 billion and $2.28 billion, respectively, were pledged to secure certain deposits, securities sold under repurchase agreements, and payment network arrangements, as required by law and contractual agreements.
Synovus has reviewed investment securities that are in an unrealized loss position as of December 31, 2013 and 2012 for OTTI and does not consider any securities in an unrealized loss position to be other-than-temporarily impaired. If Synovus intended to sell a security in an unrealized loss position, the entire unrealized loss would be reflected in income. Synovus does not intend to sell investment securities in an unrealized loss position prior to the recovery of the unrealized loss, which may be until maturity, and has the ability and intent to hold those securities for that period of time. Additionally, Synovus is not currently aware of any circumstances which will require it to sell any of the securities that are in an unrealized loss position.
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Declines in the fair value of available for sale securities below their cost that are deemed to have OTTI are reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income. Currently, unrealized losses on debt securities are attributable to increases in interest rates on comparable securities from the date of purchase. Synovus regularly evaluates its investment securities portfolio to ensure that there are no conditions that would indicate that unrealized losses represent OTTI. These factors include the length of time the security has been in a loss position, the extent that the fair value is below amortized cost, and the credit standing of the issuer. As of December 31, 2013 there were 80 securities in a loss position for less than twelve months and 5 securities in a loss position for more than 12 months.
Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2013 and December 31, 2012 are presented below.
December 31, 2013 | |||||||||||||||||||
Less than 12 Months | 12 Months or Longer | Total | |||||||||||||||||
(in thousands) | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | |||||||||||||
U.S. Treasury securities | $ | — | — | — | — | — | — | ||||||||||||
U.S. Government agency securities | — | — | — | — | — | — | |||||||||||||
Securities issued by U.S. Government sponsored enterprises | — | — | — | — | — | — | |||||||||||||
Mortgage-backed securities issued by U.S. Government agencies | 121,607 | 3,363 | 2,951 | 298 | 124,558 | 3,661 | |||||||||||||
Mortgage-backed securities issued by U.S. Government sponsored enterprises | 1,885,521 | 31,640 | — | — | 1,885,521 | 31,640 | |||||||||||||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises | 282,898 | 8,875 | — | — | 282,898 | 8,875 | |||||||||||||
State and municipal securities | — | — | 40 | 2 | 40 | 2 | |||||||||||||
Equity securities | — | — | — | — | — | — | |||||||||||||
Other investments | 1,969 | 105 | 1,722 | 278 | 3,691 | 383 | |||||||||||||
Total | $ | 2,291,995 | 43,983 | 4,713 | 578 | 2,296,708 | 44,561 | ||||||||||||
December 31, 2012 | |||||||||||||||||||
Less than 12 Months | 12 Months or Longer | Total | |||||||||||||||||
(in thousands) | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | |||||||||||||
U.S. Treasury securities | $ | — | — | — | — | — | — | ||||||||||||
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 agencies or 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 | ||||||||||||
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The amortized cost and fair value by contractual maturity of investment securities available for sale at December 31, 2013 are shown below. The expected life of mortgage-backed securities or CMOs may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. For purposes of the maturity table, mortgage-backed securities and CMOs, which are not due at a single maturity date, have been classified based on the final contractual maturity date.
Distribution of Maturities at December 31, 2013 | |||||||||||||||||||
(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 | $ | 17,791 | — | — | — | — | 17,791 | ||||||||||||
U.S. Government agency securities | 114 | 9,157 | 24,209 | — | — | 33,480 | |||||||||||||
Securities issued by U.S. Government sponsored enterprises | 30,109 | 82,196 | — | — | — | 112,305 | |||||||||||||
Mortgage-backed securities issued by U.S. Government agencies | 40 | 1 | 729 | 195,751 | — | 196,521 | |||||||||||||
Mortgage-backed securities issued by U.S. Government sponsored enterprises | 782 | 3,450 | 2,024,280 | 414,770 | — | 2,443,282 | |||||||||||||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises | — | — | 84 | 406,633 | — | 406,717 | |||||||||||||
State and municipal securities | 1,054 | 2,828 | — | 2,841 | — | 6,723 | |||||||||||||
Equity securities | — | — | — | — | 3,856 | 3,856 | |||||||||||||
Other investments | — | — | — | 2,000 | 2,074 | 4,074 | |||||||||||||
Total amortized cost | $ | 49,890 | 97,632 | 2,049,302 | 1,021,995 | 5,930 | 3,224,749 | ||||||||||||
Fair Value | |||||||||||||||||||
U.S. Treasury securities | $ | 17,791 | — | — | — | — | 17,791 | ||||||||||||
U.S. Government agency securities | 114 | 9,501 | 25,026 | — | — | 34,641 | |||||||||||||
Securities issued by U.S. Government sponsored enterprises | 30,642 | 83,103 | — | — | — | 113,745 | |||||||||||||
Mortgage-backed securities issued by U.S. Government agencies | 41 | 1 | 753 | 194,322 | — | 195,117 | |||||||||||||
Mortgage-backed securities issued by U.S. Government sponsored enterprises | 829 | 3,684 | 2,000,297 | 416,550 | — | 2,421,360 | |||||||||||||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises | — | — | 84 | 398,456 | — | 398,540 | |||||||||||||
State and municipal securities | 1,066 | 2,886 | — | 2,937 | — | 6,889 | |||||||||||||
Equity securities | — | — | — | — | 7,584 | 7,584 | |||||||||||||
Other investments | — | — | — | 1,722 | 1,969 | 3,691 | |||||||||||||
Total fair value | $ | 50,483 | 99,175 | 2,026,160 | 1,013,987 | 9,553 | 3,199,358 | ||||||||||||
Proceeds from sales, gross gains, and gross losses on sales of securities available for sale for the years ended December 31, 2013, 2012 and 2011 are presented below. Other-than-temporary impairment charges of $264 thousand, $450 thousand, and $1.6 million respectively, are included in gross realized losses for the years ended December 31, 2013, 2012 and 2011. The specific identification method is used to reclassify gains and losses out of other comprehensive income at the time of sale.
(in thousands) | 2013 | 2012 | 2011 | |||||||||
Proceeds from sales of investment securities available for sale | $ | 407,718 | 1,139,558 | 2,002,922 | ||||||||
Gross realized gains | $ | 3,822 | $ | 39,592 | $ | 76,654 | ||||||
Gross realized losses | (877 | ) | (450 | ) | (1,647 | ) | ||||||
Investment securities gains, net | $ | 2,945 | 39,142 | 75,007 | ||||||||
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Note 6 - Loans and Allowance for Loan Losses
Loans outstanding, by classification, at December 31, 2013 and 2012 are summarized below.
December 31, | |||||||
(in thousands) | 2013 | 2012 | |||||
Investment properties | $ | 4,566,679 | 4,416,481 | ||||
1-4 family properties | 1,163,253 | 1,286,042 | |||||
Land acquisition | 707,820 | 795,341 | |||||
Total commercial real estate | 6,437,752 | 6,497,864 | |||||
Commercial, financial and agricultural | 5,498,739 | 5,291,078 | |||||
Owner-occupied | 3,814,720 | 3,762,024 | |||||
Small business | 687,216 | 516,349 | |||||
Total commercial and industrial | 10,000,675 | 9,569,451 | |||||
Home equity lines | 1,587,541 | 1,542,397 | |||||
Consumer mortgages | 1,519,068 | 1,411,561 | |||||
Credit cards | 256,846 | 263,561 | |||||
Other retail loans | 284,778 | 277,229 | |||||
Total retail | 3,648,233 | 3,494,748 | |||||
Total loans | 20,086,660 | 19,562,063 | |||||
Deferred fees and costs, net | (28,862 | ) | (20,373 | ) | |||
Total loans, net of deferred fees and costs | $ | 20,057,798 | 19,541,690 | ||||
A substantial portion of the loan portfolio is secured by real estate in markets located throughout Georgia, Alabama, Tennessee, South Carolina, and Florida. Accordingly, the ultimate collectability of a substantial portion of the loan portfolio is susceptible to changes in market conditions in these areas.
As previously announced, in January 2014, Synovus Bank completed a transaction in which certain assets, including selected loans, associated with the Memphis, Tennessee, operations of Trust One Bank, a division of Synovus Bank, were sold to IBERIABANK ("IBERIABANK"). Total loans, net of deferred fees and costs of $88.2 million were sold and are included in the table above. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 26 - Subsequent Events" of this Report for further information.
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The following is a summary of current, accruing past due, and non-accrual loans by class as of December 31, 2013 and 2012.
Current, Accruing Past Due, and Non-accrual Loans | |||||||||||||||||||
December 31, 2013 | |||||||||||||||||||
( in thousands) | Current | Accruing 30-89 Days Past Due | Accruing 90 Days or Greater Past Due | Total Accruing Past Due | Non-accrual | Total | |||||||||||||
Investment properties | $ | 4,496,633 | 3,552 | 40 | 3,592 | 66,454 | 4,566,679 | ||||||||||||
1-4 family properties | 1,122,640 | 6,267 | 527 | 6,794 | 33,819 | 1,163,253 | |||||||||||||
Land acquisition | 552,325 | 1,100 | 300 | 1,400 | 154,095 | 707,820 | |||||||||||||
Total commercial real estate | 6,171,598 | 10,919 | 867 | 11,786 | 254,368 | 6,437,752 | |||||||||||||
Commercial, financial and agricultural | 5,422,139 | 16,251 | 721 | 16,972 | 59,628 | 5,498,739 | |||||||||||||
Owner-occupied | 3,768,333 | 9,341 | 66 | 9,407 | 36,980 | 3,814,720 | |||||||||||||
Small business | 676,947 | 4,506 | 155 | 4,661 | 5,608 | 687,216 | |||||||||||||
Total commercial and industrial | 9,867,419 | 30,098 | 942 | 31,040 | 102,216 | 10,000,675 | |||||||||||||
Home equity lines | 1,564,578 | 4,919 | 136 | 5,055 | 17,908 | 1,587,541 | |||||||||||||
Consumer mortgages | 1,460,219 | 18,068 | 1,011 | 19,079 | 39,770 | 1,519,068 | |||||||||||||
Credit cards | 253,422 | 1,917 | 1,507 | 3,424 | — | 256,846 | |||||||||||||
Other retail loans | 280,524 | 2,190 | 26 | 2,216 | 2,038 | 284,778 | |||||||||||||
Total retail | 3,558,743 | 27,094 | 2,680 | 29,774 | 59,716 | 3,648,233 | |||||||||||||
Total loans | $ | 19,597,760 | 68,111 | 4,489 | 72,600 | 416,300 | 20,086,660 | (1) | |||||||||||
December 31, 2012 | |||||||||||||||||||
( in thousands) | Current | Accruing 30-89 Days Past Due | Accruing 90 Days or Greater Past Due | Total Accruing Past Due | Non-accrual | Total | |||||||||||||
Investment properties | $ | 4,318,379 | 5,436 | 798 | 6,234 | 91,868 | 4,416,481 | ||||||||||||
1-4 family properties | 1,200,370 | 13,053 | 41 | 13,094 | 72,578 | 1,286,042 | |||||||||||||
Land acquisition | 600,146 | 3,422 | 298 | 3,720 | 191,475 | 795,341 | |||||||||||||
Total commercial real estate | 6,118,895 | 21,911 | 1,137 | 23,048 | 355,921 | 6,497,864 | |||||||||||||
Commercial, financial and agricultural | 5,194,916 | 15,742 | 845 | 16,587 | 79,575 | 5,291,078 | |||||||||||||
Owner-occupied | 3,700,793 | 17,784 | 61 | 17,845 | 43,386 | 3,762,024 | |||||||||||||
Small business | 505,526 | 4,935 | 338 | 5,273 | 5,550 | 516,349 | |||||||||||||
Total commercial and industrial | 9,401,235 | 38,461 | 1,244 | 39,705 | 128,511 | 9,569,451 | |||||||||||||
Home equity lines | 1,515,396 | 9,555 | 705 | 10,260 | 16,741 | 1,542,397 | |||||||||||||
Consumer mortgages | 1,348,506 | 22,502 | 1,288 | 23,790 | 39,265 | 1,411,561 | |||||||||||||
Credit cards | 258,698 | 2,450 | 2,413 | 4,863 | — | 263,561 | |||||||||||||
Other retail loans | 271,175 | 3,135 | 24 | 3,159 | 2,895 | 277,229 | |||||||||||||
Total retail | 3,393,775 | 37,642 | 4,430 | 42,072 | 58,901 | 3,494,748 | |||||||||||||
Total loans | $ | 18,913,905 | 98,014 | 6,811 | 104,825 | 543,333 | 19,562,063 | (2) | |||||||||||
(1) Total before net deferred fees and costs of $28.9 million.
(2) Total before net deferred fees and costs of $20.4 million.
Non-accrual loans as of December 31, 2013 and 2012 were $416.3 million and $543.3 million, respectively. Interest income on non-accrual loans outstanding at December 31, 2013 and 2012 that would have been recorded if the loans had been current and performed in accordance with their original terms was $27.7 million and $30.2 million, respectively. Interest income recorded on these loans for the years ended December 31, 2013 and 2012 was $5.8 million and $7.7 million, respectively.
The credit quality of the loan portfolio is summarized no less frequently than quarterly using the standard asset classification system utilized by the federal banking agencies. These classifications are divided into three groups – Not Classified (Pass), Special Mention, and Classified or Adverse rating (Substandard, Doubtful, and Loss) and are defined as follows:
Pass - loans which are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral in a timely manner.
Special Mention - loans which have potential weaknesses that deserve management's close attention. These loans are not adversely classified and do not expose an institution to sufficient risk to warrant an adverse classification.
107
Substandard - loans which are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Loans with this classification are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful - loans which have all the weaknesses inherent in loans classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable on the basis of currently known facts, conditions, and values.
Loss - loans which are considered by management to be uncollectible and of such little value that its continuance on the institution's books as an asset, without establishment of a specific valuation allowance or charge-off is not warranted.
In the following tables, retail loans and small business loans are classified as Pass except when they reach 90 days past due or are downgraded to substandard, and upon reaching 120 days past due, they are downgraded to loss and charged off, in accordance with the FFIEC Uniform Retail Credit Classification and Account Management Policy. The risk grade classifications of retail loans secured by junior liens on 1-4 family residential properties also consider available information on the payment status of the associated senior lien with other financial institutions.
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Loan Portfolio Credit Exposure by Risk Grade | ||||||||||||||||||||
December 31, 2013 | ||||||||||||||||||||
(in thousands) | Pass | Special Mention | Substandard(1) | Doubtful(2) | Loss | Total | ||||||||||||||
Investment properties | $ | 4,150,790 | 249,890 | 164,275 | 1,724 | — | 4,566,679 | |||||||||||||
1-4 family properties | 898,409 | 126,715 | 129,775 | 8,062 | 292 | (2) (3) | 1,163,253 | |||||||||||||
Land acquisition | 424,444 | 94,316 | 186,513 | 2,547 | — | 707,820 | ||||||||||||||
Total commercial real estate | 5,473,643 | 470,921 | 480,563 | 12,333 | 292 | (2) (3) | 6,437,752 | |||||||||||||
Commercial, financial and agricultural | 5,062,333 | 224,620 | 201,410 | 10,286 | 90 | (2) (3) | 5,498,739 | |||||||||||||
Owner-occupied | 3,495,407 | 155,097 | 162,406 | 1,810 | — | 3,814,720 | ||||||||||||||
Small business | 674,200 | — | 12,219 | — | 797 | (2) (4) | 687,216 | |||||||||||||
Total commercial and industrial | 9,231,940 | 379,717 | 376,035 | 12,096 | 887 | 10,000,675 | ||||||||||||||
Home equity lines | 1,559,272 | — | 24,931 | — | 3,338 | (2) (4) | 1,587,541 | |||||||||||||
Consumer mortgages | 1,475,928 | — | 40,935 | — | 2,205 | (2) (4) | 1,519,068 | |||||||||||||
Credit cards | 255,339 | — | 541 | — | 966 | (4) | 256,846 | |||||||||||||
Other retail loans | 281,179 | — | 3,400 | — | 199 | (2) (4) | 284,778 | |||||||||||||
Total retail | 3,571,718 | — | 69,807 | — | 6,708 | 3,648,233 | ||||||||||||||
Total loans | $ | 18,277,301 | 850,638 | 926,405 | 24,429 | 7,887 | 20,086,660 | (5) | ||||||||||||
December 31, 2012 | ||||||||||||||||||||
(in thousands) | Pass | Special Mention | Substandard(1) | Doubtful(2) | Loss | Total | ||||||||||||||
Investment properties | $ | 3,699,465 | 463,532 | 253,484 | — | — | 4,416,481 | |||||||||||||
1-4 family properties | 910,149 | 197,149 | 176,672 | 1,953 | 119 | (2) (3) | 1,286,042 | |||||||||||||
Land acquisition | 417,935 | 143,684 | 227,761 | 5,961 | — | 795,341 | ||||||||||||||
Total commercial real estate | 5,027,549 | 804,365 | 657,917 | 7,914 | 119 | (2) (3) | 6,497,864 | |||||||||||||
Commercial, financial and agricultural | 4,719,417 | 311,475 | 249,122 | 10,964 | 100 | 5,291,078 | ||||||||||||||
Owner-occupied | 3,301,220 | 261,116 | 198,833 | 855 | — | 3,762,024 | ||||||||||||||
Small business | 504,491 | — | 10,563 | — | 1,295 | (2) (4) | 516,349 | |||||||||||||
Total commercial and industrial | 8,525,128 | 572,591 | 458,518 | 11,819 | 1,395 | 9,569,451 | ||||||||||||||
Home equity lines | 1,511,729 | — | 29,094 | — | 1,574 | (2)(4) | 1,542,397 | |||||||||||||
Consumer mortgages | 1,371,659 | — | 39,321 | — | 581 | (2)(4) | 1,411,561 | |||||||||||||
Credit cards | 260,194 | — | 1,776 | — | 1,591 | (4) | 263,561 | |||||||||||||
Other retail loans | 272,917 | — | 4,093 | — | 219 | (2)(4) | 277,229 | |||||||||||||
Total retail | 3,416,499 | — | 74,284 | — | 3,965 | 3,494,748 | ||||||||||||||
Total loans | $ | 16,969,176 | 1,376,956 | 1,190,719 | 19,733 | 5,479 | 19,562,063 | (6) | ||||||||||||
(1) | Includes $384.0 million and $518.1 million of non-accrual substandard loans at December 31, 2013 and December 31, 2012, respectively. |
(2) The loans within these risk grades are on non-accrual status.
(3) Amount was fully reserved and charged-off in the subsequent quarter.
(4) Represent amounts that were 120 days past due. These credits are downgraded to the loss category with an allowance for loan losses equal to the full loan amount and are charged off in the subsequent quarter.
(5) Total before net deferred fees and costs of $28.9 million.
(6) Total before net deferred fees and costs of $20.4 million.
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The following table details the change in the allowance for loan losses by loan segment for the years ended December 31, 2013, 2012 and 2011.
Allowance for Loan Losses and Recorded Investment in Loans | |||||||||||||||||||
As Of and For The Year Ended December 31, 2013 | |||||||||||||||||||
(in thousands) | Commercial Real Estate | Commercial & Industrial | Retail | Unallocated | Total | ||||||||||||||
Allowance for loan losses | |||||||||||||||||||
Beginning balance | $ | 167,926 | 138,495 | 38,984 | 28,000 | 373,405 | |||||||||||||
Charge-offs | (86,990 | ) | (58,977 | ) | (33,986 | ) | — | (179,953 | ) | ||||||||||
Recoveries | 17,068 | 19,918 | 7,524 | — | 44,510 | ||||||||||||||
Provision for loan losses | 29,008 | 16,633 | 28,957 | (5,000 | ) | 69,598 | |||||||||||||
Ending balance | $ | 127,012 | 116,069 | 41,479 | 23,000 | 307,560 | |||||||||||||
Ending balance: individually evaluated for impairment | 46,737 | 20,068 | 1,192 | — | 67,997 | ||||||||||||||
Ending balance: collectively evaluated for impairment | $ | 80,275 | 96,001 | 40,287 | 23,000 | 239,563 | |||||||||||||
Loans | |||||||||||||||||||
Ending balance: total loans (1) | $ | 6,437,752 | 10,000,675 | 3,648,233 | — | 20,086,660 | |||||||||||||
Ending balance: individually evaluated for impairment | 537,736 | 243,856 | 54,962 | — | 836,554 | ||||||||||||||
Ending balance: collectively evaluated for impairment | $ | 5,900,016 | 9,756,819 | 3,593,271 | — | 19,250,106 | |||||||||||||
As Of and For The Year Ended December 31, 2012 | |||||||||||||||||||
(in thousands) | Commercial Real Estate | Commercial & Industrial | Retail | Unallocated | Total | ||||||||||||||
Allowance for loan losses | |||||||||||||||||||
Beginning balance | $ | 249,094 | 187,409 | 51,993 | 47,998 | 536,494 | |||||||||||||
Charge-offs | (316,699 | ) | (184,811 | ) | (55,265 | ) | — | (556,775 | ) | ||||||||||
Recoveries | 36,576 | 27,745 | 8,996 | — | 73,317 | ||||||||||||||
Provision for loan losses | 198,955 | 108,152 | 33,260 | (19,998 | ) | 320,369 | |||||||||||||
Ending balance | $ | 167,926 | 138,495 | 38,984 | 28,000 | 373,405 | |||||||||||||
Ending balance: individually evaluated for impairment | 58,948 | 24,678 | 1,149 | — | 84,775 | ||||||||||||||
Ending balance: collectively evaluated for impairment | $ | 108,978 | $ | 113,817 | $ | 37,835 | $ | 28,000 | 288,630 | ||||||||||
Loans | |||||||||||||||||||
Ending balance: total loans(2) | $ | 6,497,864 | 9,569,451 | 3,494,748 | — | 19,562,063 | |||||||||||||
Ending balance: individually evaluated for impairment | 685,078 | 313,876 | 63,566 | — | 1,062,520 | ||||||||||||||
Ending balance: collectively evaluated for impairment | $ | 5,812,786 | 9,255,575 | 3,431,182 | — | 18,499,543 | |||||||||||||
As Of and For The Year Ended December 31, 2011 | |||||||||||||||||||
(in thousands) | Commercial Real Estate | Commercial & Industrial | Retail | Unallocated | Total | ||||||||||||||
Allowance for loan losses | |||||||||||||||||||
Beginning balance | $ | 353,923 | 223,981 | 41,555 | 84,088 | 703,547 | |||||||||||||
Charge-offs | (384,297 | ) | (179,717 | ) | (75,700 | ) | — | (639,714 | ) | ||||||||||
Recoveries | 25,604 | 19,768 | 8,494 | — | 53,866 | ||||||||||||||
Provision for loan losses | 253,864 | 123,377 | 77,644 | (36,090 | ) | 418,795 | |||||||||||||
Ending balance | $ | 249,094 | 187,409 | 51,993 | 47,998 | 536,494 | |||||||||||||
Ending balance: individually evaluated for impairment | 64,447 | 42,600 | 2,437 | — | 109,484 | ||||||||||||||
Ending balance: collectively evaluated for impairment | $ | 184,647 | 144,809 | 49,556 | 47,998 | 427,010 | |||||||||||||
Loans | |||||||||||||||||||
Ending balance: total loans(3) | $ | 7,282,420 | 9,229,805 | 3,579,574 | — | 20,091,799 | |||||||||||||
Ending balance: individually evaluated for impairment | 870,157 | 384,455 | 52,960 | — | 1,307,572 | ||||||||||||||
Ending balance: collectively evaluated for impairment | $ | 6,412,263 | 8,845,350 | 3,526,614 | — | 18,784,227 | |||||||||||||
(1) Total before net deferred fees and costs of $28.9 million.
(2) Total before net deferred fees and costs of $20.4 million.
(3) Total before net deferred fees and costs of $12.0 million.
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Below is a detailed summary of impaired loans (including accruing TDRs) by class as of December 31, 2013 and 2012.
Impaired Loans (including accruing TDRs) | December 31, 2013 | |||||||||||||||
(in thousands) | Recorded Investment | Unpaid Principal Balance | Related Allowance | Average Recorded Investment | Interest Income Recognized | |||||||||||
With no related allowance recorded | ||||||||||||||||
Investment properties | $ | 14,218 | 15,820 | — | 18,046 | — | ||||||||||
1-4 family properties | 9,679 | 29,741 | — | 23,879 | — | |||||||||||
Land acquisition | 30,595 | 78,470 | — | 41,007 | — | |||||||||||
Total commercial real estate | 54,492 | 124,031 | — | 82,932 | — | |||||||||||
Commercial, financial and agricultural | 13,490 | 22,312 | — | 15,355 | — | |||||||||||
Owner-occupied | 24,839 | 32,626 | — | 22,556 | — | |||||||||||
Small business | — | — | — | — | — | |||||||||||
Total commercial and industrial | 38,329 | 54,938 | — | 37,911 | — | |||||||||||
Home equity lines | — | — | — | 33 | — | |||||||||||
Consumer mortgages | 1,180 | 2,840 | — | 1,487 | — | |||||||||||
Credit cards | — | — | — | — | — | |||||||||||
Other retail loans | — | — | — | 4 | — | |||||||||||
Total retail | 1,180 | 2,840 | — | 1,524 | — | |||||||||||
Total | 94,001 | 181,809 | — | 122,367 | — | |||||||||||
With allowance recorded | ||||||||||||||||
Investment properties | 185,152 | 192,859 | 8,822 | 226,308 | 5,043 | |||||||||||
1-4 family properties | 115,063 | 117,410 | 11,126 | 115,614 | 3,464 | |||||||||||
Land acquisition | 183,029 | 202,048 | 26,789 | 191,807 | 2,931 | |||||||||||
Total commercial real estate | 483,244 | 512,317 | 46,737 | 533,729 | 11,438 | |||||||||||
Commercial, financial and agricultural | 112,291 | 117,049 | 15,364 | 126,242 | 3,534 | |||||||||||
Owner-occupied | 87,567 | 93,435 | 4,368 | 106,865 | 3,609 | |||||||||||
Small business | 5,669 | 5,669 | 336 | 4,132 | 162 | |||||||||||
Total commercial and industrial | 205,527 | 216,153 | 20,068 | 237,239 | 7,305 | |||||||||||
Home equity lines | 2,750 | 2,750 | 116 | 4,668 | 176 | |||||||||||
Consumer mortgages | 44,019 | 44,019 | 967 | 48,674 | 1,910 | |||||||||||
Credit card | — | — | — | — | — | |||||||||||
Other retail loans | 7,013 | 7,013 | 109 | 5,555 | 285 | |||||||||||
Total retail | 53,782 | 53,782 | 1,192 | 58,897 | 2,371 | |||||||||||
Total | 742,553 | 782,252 | 67,997 | 829,865 | 21,114 | |||||||||||
Total | ||||||||||||||||
Investment properties | 199,370 | 208,679 | 8,822 | 244,354 | 5,043 | |||||||||||
1-4 family properties | 124,742 | 147,151 | 11,126 | 139,493 | 3,464 | |||||||||||
Land acquisition | 213,624 | 280,518 | 26,789 | 232,814 | 2,931 | |||||||||||
Total commercial real estate | 537,736 | 636,348 | 46,737 | 616,661 | 11,438 | |||||||||||
Commercial, financial and agricultural | 125,781 | 139,361 | 15,364 | 141,597 | 3,534 | |||||||||||
Owner-occupied | 112,406 | 126,061 | 4,368 | 129,421 | 3,609 | |||||||||||
Small business | 5,669 | 5,669 | 336 | 4,132 | 162 | |||||||||||
Total commercial and industrial | 243,856 | 271,091 | 20,068 | 275,150 | 7,305 | |||||||||||
Home equity lines | 2,750 | 2,750 | 116 | 4,701 | 176 | |||||||||||
Consumer mortgages | 45,199 | 46,859 | 967 | 50,161 | 1,910 | |||||||||||
Credit cards | — | — | — | — | — | |||||||||||
Other retail loans | 7,013 | 7,013 | 109 | 5,559 | 285 | |||||||||||
Total retail | 54,962 | 56,622 | 1,192 | 60,421 | 2,371 | |||||||||||
Total impaired loans | $ | 836,554 | 964,061 | 67,997 | 952,232 | 21,114 | ||||||||||
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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, financial and agricultural | 18,618 | 34,753 | — | 40,947 | — | |||||||||||
Owner-occupied | 12,563 | 16,680 | — | 27,763 | — | |||||||||||
Small business | — | — | — | — | — | |||||||||||
Total 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 | — | — | — | — | — | |||||||||||
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, financial and agricultural | 161,711 | 163,472 | 17,186 | 164,905 | 3,974 | |||||||||||
Owner-occupied | 117,651 | 126,106 | 7,308 | 134,960 | 4,602 | |||||||||||
Small business | 3,333 | 3,333 | 184 | 1,950 | 76 | |||||||||||
Total commercial and industrial | 282,695 | 292,911 | 24,678 | 301,815 | 8,652 | |||||||||||
Home equity lines | 8,696 | 8,696 | 195 | 7,071 | 237 | |||||||||||
Consumer mortgages | 50,261 | 50,261 | 880 | 38,912 | 1,300 | |||||||||||
Credit cards | — | — | — | — | — | |||||||||||
Other retail loans | 3,304 | 3,304 | 74 | 2,543 | 167 | |||||||||||
Total retail | 62,261 | 62,261 | 1,149 | 48,526 | 1,704 | |||||||||||
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, financial and agricultural | 180,329 | 198,225 | 17,186 | 205,852 | 3,974 | |||||||||||
Owner-occupied | 130,214 | 142,786 | 7,308 | 162,723 | 4,602 | |||||||||||
Small business | 3,333 | 3,333 | 184 | 1,950 | 76 | |||||||||||
Total commercial and industrial | 313,876 | 344,344 | 24,678 | 370,525 | 8,652 | |||||||||||
Home equity lines | 8,747 | 8,747 | 195 | 9,882 | 237 | |||||||||||
Consumer mortgages | 51,508 | 52,524 | 880 | 42,618 | 1,300 | |||||||||||
Credit cards | — | — | — | — | — | |||||||||||
Other retail loans | 3,311 | 3,319 | 74 | 2,670 | 167 | |||||||||||
Total retail | 63,566 | 64,590 | 1,149 | 55,170 | 1,704 | |||||||||||
Total impaired loans | $ | 1,062,520 | 1,243,401 | 84,775 | 1,193,641 | 22,865 | ||||||||||
The average recorded investment in impaired loans was $1.21 billion for the year ended December 31, 2011. Excluding accruing TDRs, there was no interest income recognized for the investment in impaired loans for the years ended December 31, 2013 , 2012, and 2011. Interest income recognized for accruing TDRs was $18.4 million for the year ended December 31, 2011. At December 31, 2013, 2012, and 2011, all impaired loans, other than $556.4 million, $673.4 million, and $668.5 million, respectively, of accruing TDRs, were on nonaccrual status.
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Concessions provided in a TDR are primarily in the form of providing a below market interest rate given the borrower's credit risk, a period of time generally less than one year with a reduction of required principal and/or interest payments (e.g., interest only for a period of time), or extension of the maturity of the loan generally for less than one year. Insignificant periods of reduction of principal and/or interest payments, or one time deferrals of three months or less, are generally not considered to be financial concessions.
The following tables represent the post-modification balance, shown by type of concession, for loans modified or renewed during the years ended December 31, 2013 and 2012 that were reported as accruing or non-accruing TDRs.
TDRs by Concession Type | ||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||
(in thousands, except contract data) | Number of Contracts | Principal Forgiveness | Below Market Interest Rate | Term Extensions and/or Other Concessions | Total | |||||||||||
Investment properties | 47 | $ | 19,993 | 121,263 | 4,372 | 145,628 | ||||||||||
1-4 family properties | 131 | 424 | 37,180 | 9,583 | 47,187 | |||||||||||
Land acquisition | 28 | 74 | 113,726 | 10,175 | 123,975 | |||||||||||
Total commercial real estate | 206 | 20,491 | 272,169 | 24,130 | 316,790 | |||||||||||
Commercial, financial and agricultural | 78 | 2,283 | 22,399 | 19,529 | 44,211 | |||||||||||
Owner-occupied | 40 | — | 28,988 | 22,801 | 51,789 | |||||||||||
Small business | 52 | — | 1,553 | 3,497 | 5,050 | |||||||||||
Total commercial and industrial | 170 | 2,283 | 52,940 | 45,827 | 101,050 | |||||||||||
Home equity lines | 1 | — | — | 80 | 80 | |||||||||||
Consumer mortgages | 141 | — | 11,513 | 4,196 | 15,709 | |||||||||||
Credit cards | — | — | — | — | — | |||||||||||
Other retail loans | 65 | — | 1,118 | 1,598 | 2,716 | |||||||||||
Total retail | 207 | — | 12,631 | 5,874 | 18,505 | |||||||||||
Total loans | 583 | $ | 22,774 | 337,740 | 75,831 | 436,345 | (1) | |||||||||
(1) As a result of these loans being reported as TDRs, there were net charge-offs of approximately $4 million recorded during 2013.
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, financial and agricultural | 116 | 35,058 | 45,712 | 26,810 | 107,580 | |||||||||||
Owner-occupied | 70 | — | 38,285 | 9,655 | 47,940 | |||||||||||
Small business | 40 | — | 1,055 | 3,470 | 4,525 | |||||||||||
Total commercial and industrial | 226 | 35,058 | 85,052 | 39,935 | 160,045 | |||||||||||
Home equity lines | 22 | — | 985 | 2,330 | 3,315 | |||||||||||
Consumer mortgages | 326 | — | 10,202 | 21,794 | 31,996 | |||||||||||
Credit cards | — | — | — | — | — | |||||||||||
Other retail loans | 87 | — | 1,359 | 3,957 | 5,316 | |||||||||||
Total retail | 435 | — | 12,546 | 28,081 | 40,627 | |||||||||||
Total loans | 943 | $ | 35,539 | 314,650 | 151,655 | 501,844 | (1) | |||||||||
(1) As a result of these loans being reported as TDRs, there were net charge-offs of approximately $16 million recorded during 2012.
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The following table presents TDRs that defaulted in the years indicated and which were modified or renewed in a TDR within 12 months of the default date:
Troubled Debt Restructurings Entered Into That Subsequently Defaulted(1) During | |||||||||||||
Year Ended December 31, 2013 | Year Ended December 31, 2012(2) | ||||||||||||
(in thousands, except contract data) | Number of Contracts | Recorded Investment | Number of Contracts | Recorded Investment | |||||||||
Investment properties | 3 | $ | 4,722 | 8 | $ | 7,418 | |||||||
1-4 family properties | 10 | 12,576 | 12 | 8,098 | |||||||||
Land acquisition | 1 | 125 | 10 | 9,925 | |||||||||
Total commercial real estate | 14 | 17,423 | 30 | 25,441 | |||||||||
Commercial, financial and agricultural | 4 | 776 | 6 | 2,973 | |||||||||
Owner-occupied | 2 | 924 | 7 | 4,968 | |||||||||
Small business | 2 | 24 | 3 | 322 | |||||||||
Total commercial and industrial | 8 | 1,724 | 16 | 8,263 | |||||||||
Home equity lines | 1 | 98 | — | — | |||||||||
Consumer mortgages | 18 | 1,496 | 9 | 2,788 | |||||||||
Credit cards | — | — | — | — | |||||||||
Other retail loans | 1 | 195 | 2 | 53 | |||||||||
Total retail | 20 | 1,789 | 11 | 2,841 | |||||||||
Total loans | 42 | $ | 20,936 | 57 | $ | 36,545 | |||||||
(1) Defaulted is defined as the earlier of the troubled debt restructuring being placed on non-accrual status or reaching 90 days past due with respect to principal and/or interest payments.
(2) Amounts related to loans modified or renewed into TDRs within 12 months of the default date that subsequently defaulted during the year ended December 31, 2012 were previously disclosed as 80 contracts with recorded investment totaling $68.9 million. These amounts were revised in the table above due to a re-evaluation of the defaulted status of certain loans during this period.
If at the time that a loan was designated as a TDR the loan was not already impaired, the measurement of impairment resulting from the TDR designation changes from a general pool-level reserve to a specific loan measurement of impairment in accordance with ASC 310-10-35, Accounting By Creditors for Impairment of a Loan—an amendment of FASB Statements No. 5, ASC 450-20, and No. 15, ASC 310-40. Generally, the change in the allowance for loan losses resulting from such a TDR is not significant. At December 31, 2013, the allowance for loan losses allocated to accruing TDRs totaling $556.4 million was $27.7 million compared to accruing TDR's of $673.4 million with a related allowance for loan losses $41.4 million at December 31, 2012. Nonaccrual non-homogeneous loans (commercial-type impaired loan relationships greater than $1 million) that are designated as TDRs are individually measured for the amount of impairment, if any, both before and after the TDR designation.
In the ordinary course of business, Synovus Bank has made loans to certain Synovus and Synovus Bank executive officers and directors (including their associates and affiliates). Management believes that such loans are made substantially on the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with unaffiliated customers.
The following is a summary of such loans and the activity in these loans for the year ended December 31, 2013.
(in thousands) | ||||
Balance at December 31, 2012 | $ | 80,518 | ||
New loans | 361,179 | |||
Repayments | (330,409 | ) | ||
Loans charged-off | — | |||
Balance at December 31, 2013 | $ | 111,288 | ||
At December 31, 2013, there were no loans to executive officers and directors that were classified as nonaccrual, greater than 90 days past due and still accruing, or potential problem loans.
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Note 7 - Other Comprehensive Income (Loss)
The following table illustrates activity within the balances in accumulated other comprehensive income (loss) by component, and is shown for the years ended December 31, 2013, 2012, and 2011.
Changes in Accumulated Other Comprehensive Income (Loss) by Component (Net of Income Taxes) | ||||||||||||
(in thousands) | Net unrealized gains (losses) on cash flow hedges | Net unrealized gains (losses) on investment securities available for sale | Post-retirement unfunded health benefit | Total | ||||||||
Balance at December 31, 2010 | $ | (1,208 | ) | 58,366 | — | 57,158 | ||||||
Other comprehensive income (loss) before reclassifications | (4,279 | ) | 20,987 | — | 16,708 | |||||||
Amounts reclassified from accumulated other comprehensive income (loss) | (7,037 | ) | (45,736 | ) | — | (52,773 | ) | |||||
Net current period other comprehensive income (loss) | (11,316 | ) | (24,749 | ) | — | (36,065 | ) | |||||
Balance at December 31, 2011 | $ | (12,524 | ) | 33,617 | — | 21,093 | ||||||
Other comprehensive income (loss) before reclassifications | — | 7,566 | 395 | 7,961 | ||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | (849 | ) | (24,072 | ) | (32 | ) | (24,953 | ) | ||||
Net current period other comprehensive income (loss) | (849 | ) | (16,506 | ) | 363 | (16,992 | ) | |||||
Balance at December 31, 2012 | $ | (13,373 | ) | 17,111 | 363 | 4,101 | ||||||
Other comprehensive income (loss) before reclassifications | — | (44,236 | ) | 519 | (43,717 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 274 | (1,811 | ) | (105 | ) | (1,642 | ) | |||||
Net current period other comprehensive income (loss) | 274 | (46,047 | ) | 414 | (45,359 | ) | ||||||
Balance at December 31, 2013 | $ | (13,099 | ) | (28,936 | ) | 777 | (41,258 | ) | ||||
In accordance with ASC 740-20-45-11(b), a deferred tax asset valuation allowance associated with unrealized gains and losses not recognized in income is charged directly to other comprehensive income (loss). Thus, during the years 2010 and 2011, Synovus recorded a deferred tax asset valuation allowance associated with unrealized gains and losses not recognized in income directly to other comprehensive income (loss) by applying the portfolio approach for allocation of the valuation allowance. Synovus has consistently applied the portfolio approach which treats derivative instruments, equity securities, and debt securities as a single portfolio. As of December 31, 2013, the ending balance in net unrealized gains (losses) on cash flow hedges and net unrealized gains (losses) on investment securities available for sale includes unrealized losses of $12.1 million and $13.3 million, respectively, related to the residual tax effects remaining in OCI due to the previously established deferred tax asset valuation allowance. Under the portfolio approach, these unrealized losses are realized at the time the entire portfolio is sold or disposed.
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The following table illustrates activity within the reclassifications out of accumulated other comprehensive income (loss), for the year ended December 31, 2013.
Reclassifications out of Accumulated Other Comprehensive Income (Loss) | ||||||
For the Year Ended December 31, 2013 | ||||||
Details about accumulated other comprehensive income (loss) components | Amount reclassified from accumulated other comprehensive income (loss) | Affected line item in the statement where net income is presented | ||||
Net unrealized gains (losses) on cash flow hedges: | ||||||
Amortization of deferred losses | $ | (447 | ) | Interest expense | ||
173 | Income tax (expense) benefit | |||||
$ | (274 | ) | Reclassifications, net of income taxes | |||
Net unrealized gains (losses) on investment securities available for sale: | ||||||
Realized gain on sale of securities | $ | 2,945 | Investment securities gains, net | |||
(1,134 | ) | Income tax (expense) benefit | ||||
$ | 1,811 | Reclassifications, net of income taxes | ||||
Post-retirement unfunded health benefit: | ||||||
Amortization of actuarial gains | $ | 170 | Salaries and other personnel expense | |||
(65 | ) | Income tax (expense) benefit | ||||
$ | 105 | Reclassifications, net of income taxes | ||||
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Note 8 - Goodwill and Other Intangible Assets
Synovus assesses goodwill for impairment at the reporting unit level on an annual basis and between annual assessments if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Synovus performs its annual goodwill impairment testing as of June 30th of each year. At June 30, 2013, Synovus completed its annual goodwill impairment evaluation, and as a result of this evaluation, concluded that goodwill was not impaired. At June 30, 2013, the carrying value of goodwill was $24.4 million, consisting of goodwill associated with two financial management services reporting units; $19.9 million of the goodwill was attributable to the investment advisory services reporting unit. The remaining goodwill of $4.5 million was attributable to the trust services reporting unit.
For the annual goodwill impairment test, a third- party valuation was obtained on the investment advisory services reporting unit, which accounts for approximately 82% of the recorded goodwill. The fair value of this reporting unit was determined by equally weighting the income approach (50%) and market approach (50%), plus a tax amortization benefit component, to assess goodwill for potential impairment at June 30, 2013. The income approach utilized a discounted cash flow method, which is based on the expected future cash flows of the reporting unit. The market approach measures values based on what other market participants have paid for assets that can be considered reasonably similar to those being valued. The first step (Step 1) of impairment testing requires a comparison of each reporting unit's fair value to the carrying amount to identify potential impairment. The result of the Step 1 process indicated that goodwill at the investment advisory services reporting unit was not impaired, as the fair value of the reporting unit exceeded the respective estimated carrying value; therefore, no further testing was required. The estimated fair value of this reporting unit using a weighted approach (income and market approach evenly weighted), plus a tax amortization component, was $28.7 million, which exceeded the carrying value of $22.9 million by $5.8 million, or 25%. The key assumptions that drove the fair value of this reporting unit under the income approach included projected revenue growth, projected EBITDA margin, projected growth in assets under management and assets under supervision, and the discount rate. The market approach determined the fair value of this reporting unit using comparisons of the reporting unit to publicly-traded companies with similar operations. Under this method, valuation multiples were: (1) derived from operating data of the selected guideline companies; (2) evaluated and adjusted based on the strengths and weaknesses of the reporting unit relative to the selected guideline companies; and (3) applied to the operating data of the reporting unit to arrive at an indication of value.
Effective July 10, 2013, the investment advisory services reporting unit was consolidated into the trust services reporting unit as part of Synovus’ efforts to continue to improve operating efficiency. The consolidation was based on results from a comprehensive business review, which identified significant benefits from consolidating the two reporting units. This review identified opportunities to maximize revenue growth and earnings potential, reduce expenses, and create operational synergies between the two business units. As a result of this consolidation, goodwill of $19.9 million was transferred from the investment advisory services reporting unit to the trust services reporting unit. The consolidation was not considered a triggering event as defined by ASC 350; therefore, management was not required to complete an interim goodwill impairment test at the new consolidated reporting unit level.
The following table shows the changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012:
(in thousands) | |||||
Balance as of January 1, 2012 | |||||
Goodwill | $ | 519,138 | |||
Accumulated impairment losses | 494,707 | ||||
Additional impairment losses during the year | — | ||||
Ending Balance December 31, 2012 | 24,431 | ||||
Balance as of January 1, 2013 | |||||
Goodwill | 519,138 | ||||
Accumulated impairment losses | 494,707 | ||||
Additional impairment losses during the year | — | ||||
Ending Balance December 31, 2013 | $ | 24,431 | |||
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Other intangible assets as of December 31, 2013 and 2012 are presented in the following table:
2013 | ||||||||||||
(in thousands) | Gross Carrying Amount | Accumulated Amortization | Impairment | Net | ||||||||
Other intangible assets: | ||||||||||||
Purchased trust revenues | $ | 4,210 | (3,532) | — | 678 | |||||||
Acquired customer contracts | 5,270 | (5,267 | ) | — | 3 | |||||||
Core deposit premiums | 46,331 | (43,856 | ) | — | 2,475 | |||||||
Other | 640 | (381 | ) | — | 259 | |||||||
Total carrying value | $ | 56,451 | (53,036) | — | 3,415 | |||||||
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 | |||||||
Aggregate other intangible assets amortization expense for the years ended December 31, 2013, 2012, and 2011 was $1.7 million, $3.4 million, and $3.9 million, respectively. Aggregate estimated amortization expense over the next five years is: $1.2 million in 2014, $1.0 million in 2015, $466 thousand in 2016, $212 thousand in 2017, and $186 thousand in 2018.
Note 9 - Other Real Estate
ORE consists of properties obtained through a foreclosure proceeding or through an in-substance foreclosure in satisfaction of loans. In accordance with provisions of ASC 310-10-35 regarding subsequent measurement of loans for impairment and ASC 310-40-15 regarding accounting for troubled debt restructurings by a creditor, a loan is classified as an in-substance foreclosure when Synovus has taken possession of the collateral regardless of whether formal foreclosure proceedings have taken place.
At foreclosure, ORE is recorded at the lower of cost or fair value less the estimated cost to sell, which establishes a new cost basis. Subsequent to foreclosure, ORE is evaluated quarterly and reported at fair value less estimated costs to sell, not to exceed the new cost basis, determined on the basis of current appraisals, comparable sales, and other estimates of fair value obtained principally from independent sources, adjusted for estimated selling costs. Management also considers other factors or recent developments, such as changes in absorption rates or market conditions from the time of valuation and anticipated sales values considering management’s plans for disposition, which could result in adjustment to lower the collateral value estimates indicated in the appraisals. At the time of foreclosure or initial possession of collateral, any excess of the loan balance over the fair value of the real estate held as collateral, less costs to sell, is recorded as a charge against the allowance for loan losses. Revenue and expenses from ORE operations as well as gains or losses on sales are recorded as foreclosed real estate expense, net, a component of non-interest expense on the consolidated statements of income. Subsequent declines in fair value are recorded on a property-by-property basis through use of a valuation allowance within other real estate on the consolidated balances sheets and valuation adjustment account in foreclosed real estate expense, net, a component of non-interest expense on the consolidated statements of income.
The carrying value of ORE was $112.6 million and $150.3 million at December 31, 2013 and 2012, respectively. During the years ended December 31, 2013, 2012 and 2011, $88.7 million, $155.8 million, and $226.9 million, respectively, of loans and other loans held for sale were foreclosed and transferred to other real estate at fair value. During the years ended December 31, 2013, 2012, and 2011, Synovus recognized foreclosed real estate expense, net, of $33.9 million, $90.7 million, and $133.6 million, respectively. These expenses included write-downs for declines in fair value of ORE subsequent to the date of foreclosure and net realized losses resulting from sales transactions totaling $25.5 million, $73.9 million, and $113.4 million for the years ended December 31, 2013, 2012, and 2011, respectively.
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Note 10 - Other Assets
Significant balances included in other assets at December 31, 2013 and 2012 are presented below.
(in thousands) | 2013 | 2012 | |||||
Cash surrender value of bank-owned life insurance | $ | 278,863 | 271,036 | ||||
Accrued interest receivable | 63,959 | 70,138 | |||||
Accounts receivable | 34,347 | 21,371 | |||||
FHLB and FRB Stock | 77,487 | 66,168 | |||||
Private equity investments | 29,361 | 31,876 | |||||
Prepaid FDIC deposit insurance assessments | — | 34,401 | |||||
Other prepaid expenses | 28,990 | 28,576 | |||||
Derivative asset positions | 40,004 | 64,662 | |||||
Other properties held for sale | 9,451 | 9,871 | |||||
Miscellaneous other assets | 53,914 | 62,279 | |||||
Total other assets | $ | 616,376 | 660,378 | ||||
Synovus’ investment in company-owned life insurance programs was approximately $278.9 million and $271.0 million at December 31, 2013 and December 31, 2012, respectively, which included approximately $31.2 million and $30.9 million of separate account life insurance policies covered by stable value agreements. At December 31, 2013, the fair value of the investments underlying the separate account policies was within the coverage provided by the stable value agreements.
Synovus held stock in the FHLB of Atlanta totaling $76.9 million and $65.6 million at December 31, 2013 and December 31, 2012, respectively. Synovus also held stock in the Federal Reserve Bank totaling $546 thousand and $535 thousand at December 31, 2013 and December 31, 2012, respectively. Shares in the FHLB and Federal Reserve Bank are accounted for at amortized cost, which approximates fair value. In order to become a member of the Federal Reserve System, regulations require that Synovus hold a certain amount of Federal Reserve Bank capital stock. Additionally, investment in FHLB stock is required for membership in the FHLB system and in relation to the level of FHLB outstanding borrowings.
Note 11 - Deposits
A summary of interest bearing deposits at December 31, 2013 and 2012 is presented below.
(in thousands) | 2013 | 2012 | |||||
Interest bearing demand deposits | $ | 3,969,634 | 4,016,209 | ||||
Money market accounts, excluding brokered deposits | 6,069,548 | 6,136,538 | |||||
Savings accounts | 602,655 | 562,717 | |||||
Time deposits, excluding brokered deposits | 3,498,200 | 3,583,304 | |||||
Brokered deposits | 1,094,002 | 1,092,749 | |||||
Total interest bearing deposits | $ | 15,234,039 | 15,391,517 | ||||
The aggregate amount of time deposits of $100,000 or more was $2.91 billion at December 31, 2013 and $2.86 billion at December 31, 2012.
The following table presents contractual maturities of all time deposits at December 31, 2013.
(in thousands) | |||
Maturing within one year | $ | 3,234,724 | |
Between 1 — 2 years | 625,630 | ||
2 — 3 years | 254,344 | ||
3 — 4 years | 155,221 | ||
4 — 5 years | 89,319 | ||
Thereafter | 19,807 | ||
$ | 4,379,045 | ||
119
On January 17, 2014, Synovus Bank completed a transaction in which substantially all of the deposits associated with the Memphis, Tennessee operations of Trust One Bank, a division of Synovus Bank, were sold to IBERIABANK. Synovus sold $191.4 million in deposits. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 26 - Subsequent Events" of this Report for further information.
Note 12 - Long-term Debt and Short-term Borrowings
Long-term debt at December 31, 2013 and 2012 is presented in the following table.
(in thousands) | 2013 | 2012 | ||||
Parent Company: | ||||||
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 (1) | 294,606 | 293,554 | ||||
4.875% subordinated notes, due February 15, 2013, with semi-annual interest payments and principal to be paid at maturity | — | 60,612 | ||||
13.00% junior subordinated amortizing notes with quarterly interest and principal payments through May 15, 2013 | — | 13,566 | ||||
LIBOR + 1.80% debentures, due April 19, 2035 with quarterly interest payments and principal to be paid at maturity (rate of 2.04% and 2.11% at December 31, 2013 and 2012, respectively) | 10,000 | 10,000 | ||||
Hedge-related basis adjustment(2) | 10,701 | 13,935 | ||||
Total long-term debt — Parent Company | 765,307 | 841,667 | ||||
Synovus Bank: | ||||||
FHLB advances with interest and principal payments due at various maturity dates through 2018 and interest rates ranging from 0.28% to 4.66% at December 31, 2013 (weighted average interest rate of 0.64% and 0.71% at December 31, 2013 and 2012, respectively) | 1,265,354 | 880,701 | ||||
Other notes payable and capital leases with interest and principal payments due at various maturity dates through 2031 (weighted average interest rate of 2.49% and 3.89% at December 31, 2013 and 2012, respectively) | 2,480 | 4,087 | ||||
Total long-term debt — Synovus Bank | 1,267,834 | 884,788 | ||||
Total long-term debt | $ | 2,033,141 | 1,726,455 | |||
(1) | Balance is net of capitalized debt issuance costs and discount |
(2) Unamortized balance of terminated interest rate swaps reflected in debt for financial reporting purposes.
The provisions of the indentures governing Synovus’ long-term debt contain certain restrictions within specified limits on mergers, sales of all or substantially all of Synovus' assets and limitations on sales and issuances of voting stock of subsidiaries and Synovus’ ability to pay dividends on its capital stock if there is an event of default under the applicable indenture. As of December 31, 2013 and 2012, Synovus and its subsidiaries were in compliance with the covenants in these agreements.
On February 13, 2012, Synovus issued $300 million aggregate principal amount of the 2019 Senior Notes in a public offering for aggregate proceeds of $292.6 million, net of discount and debt issuance costs. Concurrent with this offering, Synovus announced a Tender Offer for any and all of its 2013 Notes, with a then total principal amount outstanding of $206.8 million. An aggregate principal amount of $146.1 million of the 2013 notes, representing 71% of the outstanding principal amount, were tendered in the Tender Offer. Synovus paid total consideration of $146.1 million for these notes, which was funded from a portion of the net proceeds of the 2019 Senior Notes. On February 15, 2013, Synovus paid the remaining balance on its 2013 Notes of $60.6 million.
The FHLB advances are secured by certain loans receivable with a recorded balance of approximately $3.4 billion at December 31, 2013 and $3.8 billion at December 31, 2012.
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Contractual annual principal payments on long-term debt for the next five years and thereafter are shown on the following table.
(in thousands) | Parent Company | Synovus Bank | Total | |||||||
2014 | $ | — | 50,156 | 50,156 | ||||||
2015 | — | 640,157 | 640,157 | |||||||
2016 | — | 425,161 | 425,161 | |||||||
2017 | 450,000 | 150,171 | 600,171 | |||||||
2018 | — | 110 | 110 | |||||||
Thereafter | 310,000 | 1,460 | 311,460 | |||||||
Total | $ | 760,000 | $ | 1,267,215 | 2,027,215 | |||||
The following table sets forth certain information regarding federal funds purchased and other securities sold under repurchase agreements.
(dollars in thousands) | 2013 | 2012 | 2011 | |||||||
Total balance at December 31, | $ | 148,132 | 201,243 | 313,757 | ||||||
Weighted average interest rate at December 31, | 0.13 | % | 0.16 | 0.24 | ||||||
Maximum month end balance during the year | $ | 244,048 | 398,853 | 452,903 | ||||||
Average amount outstanding during the year | 208,267 | 320,338 | 389,582 | |||||||
Weighted average interest rate during the year | 0.16 | % | 0.19 | 0.27 | ||||||
Note 13 - Shareholders' Equity
The following table shows the change in Preferred and Common Stock issued and Common Stock held as treasury shares for the three years ended December 31, 2013.
(shares in thousands) | Series A Preferred Stock Issued | Series C Preferred Stock Issued | Common Stock Issued | Treasury Stock Held | |||||||
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 | |||||||
Settlement of prepaid Common Stock purchase contracts | — | — | 122,848 | — | |||||||
Issuance of Common Stock | — | — | 59,871 | — | |||||||
Restricted share unit activity | — | — | 2,616 | — | |||||||
Stock options exercised | — | — | 437 | — | |||||||
Issuance of Series C Preferred Stock | — | 5,200 | — | — | |||||||
Redemption of Series A Preferred Stock | (968 | ) | — | — | — | ||||||
Balance at December 31, 2013 | — | 5,200 | 978,045 | 5,693 | |||||||
Series A Preferred Stock
On July 26, 2013, Synovus redeemed all 967,870 shares of its Series A Preferred Stock issued to the U.S. Treasury under the CPP established under TARP. Over two-thirds of the $967.9 million TARP redemption was funded by internally available funds. The balance of the redemption was funded by net proceeds from the equity offerings completed in July 2013, as described below.
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Series C Preferred Stock
On July 25, 2013, Synovus completed a public offering of $130 million of Series C Preferred Stock. The offering generated net proceeds of $125.9 million. From the date of issuance to, but excluding, August 1, 2018, the rate for declared dividends is 7.875% per annum. From and including August 1, 2018, the dividend rate will change to a floating rate equal to the three-month LIBOR plus a spread of 6.39% per annum.
Common Stock
On July 24, 2013, Synovus completed a public offering of 59,870,550 shares of its Common Stock at $3.09 per share. The offering generated net proceeds of $175.2 million.
On May 15, 2013, all outstanding prepaid common stock purchase contracts from Synovus' May 4, 2010 public offering of 13,800,000 tMEDS automatically settled which resulted in the issuance of 122,848,209 shares of common stock. Upon settlement, an amount equal to $1.00 per common share issued was reclassified from additional paid-in capital to Common Stock.
Note 14 - Regulatory Capital
Synovus is subject to regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, Synovus must meet specific capital levels that involve quantitative measures of both on- and off-balance sheet items as calculated under regulatory capital guidelines. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
As a financial holding company, Synovus and its subsidiary bank, Synovus Bank, are required to maintain capital levels required for a well-capitalized institution as defined by federal banking regulations. The capital measures used by the federal banking regulators include the total risk-based capital ratio, Tier 1 risk-based capital ratio, and the leverage ratio. Synovus Bank is a state-chartered bank under the regulations of the GA DBF. Under applicable regulations, Synovus Bank is well-capitalized if it has a total risk-based capital ratio of 10% or greater, a Tier 1 capital ratio of 6% or greater, a leverage ratio of 5% or greater, and is not subject to any written agreement, order, capital directive, or prompt corrective action directive from a federal and/or state banking regulatory agency to meet and maintain a specific capital level for any capital measure. However, even if Synovus Bank satisfies all applicable quantitative criteria to be considered well-capitalized, the regulations also establish procedures for “downgrading” an institution to a lower capital category based on supervisory factors other than capital. Management believes that, as of December 31, 2013, Synovus and Synovus Bank meet all capital requirements to which they are subject.
During 2013, the Federal Reserve released final United States Basel III regulatory capital rules implementing the global regulatory capital reforms of Basel III and certain changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The FDIC and OCC also approved the final rule during 2013. The rule applies to all banking organizations that are currently subject to regulatory capital requirements as well as certain savings and loan holding companies. The rule strengthens the definition of regulatory capital, increases risk-based capital requirements, and makes selected changes to the calculation of risk-weighted assets. The rule becomes effective January 1, 2015, for Synovus and most banking organizations, subject to a transition period for several aspects of the rule, including the new minimum capital ratio requirements, the capital conservation buffer, and the regulatory capital adjustments and deductions.
Management currently believes, based on current internal capital analyses and earnings projections, that Synovus' capital position is adequate to meet current regulatory minimum capital requirements.
The following table summarizes regulatory capital information at December 31, 2013 and 2012 on a consolidated basis and for Synovus’ significant subsidiary, defined as any direct subsidiary with assets or net income levels exceeding 10% of the consolidated totals.
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Actual | For Capital Adequacy Purposes | To Be Well Capitalized Under Prompt Corrective Action Provisions (1) | ||||||||||||||||
(dollars in thousands) | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Synovus Financial Corp. | ||||||||||||||||||
Tier 1 capital | $ | 2,351,493 | 2,832,244 | 1,030,420 | 1,029,860 | n/a | n/a | |||||||||||
Total risk-based capital | 2,900,865 | 3,460,998 | 1,785,287 | 1,711,035 | n/a | n/a | ||||||||||||
Tier 1 risk-based capital ratio | 10.54 | % | 13.24 | 4.00 | 4.00 | n/a | n/a | |||||||||||
Total risk-based capital ratio | 13.00 | 16.18 | 8.00 | 8.00 | n/a | n/a | ||||||||||||
Leverage ratio | 9.13 | 11.00 | 4.00 | 4.00 | n/a | n/a | ||||||||||||
Synovus Bank | ||||||||||||||||||
Tier 1 capital | $ | 2,806,197 | 3,173,530 | 1,026,057 | 1,023,060 | 1,335,572 | 1,279,277 | |||||||||||
Total risk-based capital | 3,084,756 | 3,441,364 | 1,780,763 | 1,705,703 | 2,225,954 | 2,132,129 | ||||||||||||
Tier 1 risk-based capital ratio | 12.61 | % | 14.88 | 4.00 | 4.00 | 6.00 | 6.00 | |||||||||||
Total risk-based capital ratio | 13.86 | 16.14 | 8.00 | 8.00 | 10.00 | 10.00 | ||||||||||||
Leverage ratio | 10.94 | 12.41 | 4.00 | 4.00 | 5.00 | 5.00 | ||||||||||||
(1) The prompt corrective action provisions are applicable at the bank level only.
Note 15 - Net Income (Loss) Per Common Share
The following table displays a reconciliation of the information used in calculating basic and diluted net income (loss) per common share for the years ended December 31, 2013, 2012, and 2011.
Year Ended December 31, | |||||||||
(in thousands, except per share data) | 2013 | 2012 | 2011 | ||||||
Net income (loss) | $ | 159,383 | 830,209 | (60,844 | ) | ||||
Net loss attributable to non-controlling interest | — | — | (220 | ) | |||||
Net income (loss) available to controlling interest | 159,383 | 830,209 | (60,624 | ) | |||||
Dividends and accretion of discount on preferred stock | 40,830 | 58,703 | 58,088 | ||||||
Net income (loss) available to common shareholders | $ | 118,553 | 771,506 | (118,712 | ) | ||||
Weighted average common shares outstanding, basic | $ | 892,462 | 786,466 | 785,272 | |||||
Potentially dilutive shares from assumed exercise of securities or other contracts to purchase common stock* | 47,118 | 123,636 | — | ||||||
Weighted average common shares outstanding, diluted | 939,580 | 910,102 | 785,272 | ||||||
Net income (loss) per common share, basic: | |||||||||
Net income (loss) available to common shareholders | $ | 0.13 | 0.98 | (0.15 | ) | ||||
Net income (loss) per common share, diluted: | |||||||||
Net income (loss) available to common shareholders | $ | 0.13 | 0.85 | (0.15 | ) | ||||
* Due to the net loss attributable to common shareholders for the year ended December 31, 2011, there were no potentially dilutive shares included in the diluted net loss per common share calculations, as such shares and adjustments would have been anti-dilutive.
Basic net income (loss) per common share is computed by dividing net income (loss) by the average common shares outstanding for the period. Diluted net income per common share reflects the dilution that could occur if securities or other contracts to issue common stock were exercised or converted. The dilutive effect of outstanding options and restricted shares is reflected in diluted net income per common share, unless the impact is anti-dilutive, by application of the treasury stock method.
For the years ended December 31, 2013 and 2012, there were 26.9 million and 33.3 million potentially dilutive shares, respectively, related to Common Stock options and Warrants to purchase shares of Common Stock that were outstanding during 2013 and 2012, respectively, but were not included in the computation of diluted net income per common share because the effect would have been anti-dilutive. Due to the net loss attributable to common shareholders for the year ended December 31, 2011, there were 161.3 million of Common Stock equivalents not included in the computation of net loss per common share because the effect would have been anti-dilutive.
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Note 16 - Fair Value Accounting
Synovus carries various assets and liabilities at fair value based on the fair value accounting guidance under ASC 820 and ASC 825. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an “exit price”) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Synovus has implemented controls and processes for the determination of the fair value of financial instruments. The ultimate responsibility for the determination of fair value rests with Synovus. Synovus has established a process that has been designed to ensure there is an independent review and validation of fair values by a function independent of those entering into the transaction. This includes specific controls to ensure consistent pricing policies and procedures that incorporate verification for both market and derivative transactions. For all financial instruments where fair values are determined by reference to externally quoted prices or observable pricing inputs to models, independent price determination or validation is utilized. Where the market for a financial instrument is not active, fair value is determined using a valuation technique or pricing model. These valuation techniques and models involve a degree of estimation, the extent of which depends on each instrument's complexity and the availability of market-based data.
The most frequently applied pricing model and valuation technique utilized by Synovus is the discounted cash flow model. Discounted cash flows determine the value by estimating the expected future cash flows from assets or liabilities discounted to their present value. Synovus may also use a relative value model to determine the fair value of a financial instrument based on the market prices of similar assets or liabilities or an option pricing model such as binomial pricing that includes probability-based techniques. Assumptions and inputs used in valuation techniques and models include benchmark interest rates, credit spreads and other inputs used in estimating discount rates, bond and equity prices, price volatilities and correlations, prepayment rates, probability of default, and loss severity upon default.
Synovus refines and modifies its valuation techniques as markets develop and as pricing for individual financial instruments become more or less readily available. While Synovus believes its valuation techniques are appropriate and consistent with other market participants, the use of different methodologies or assumptions could result in different estimates of fair value at the balance sheet date. In order to determine the fair value, where appropriate, management applies valuation adjustments to the pricing information. These adjustments reflect management's assessment of factors that market participants would consider in setting a price, to the extent that these factors have not already been included in the pricing information. Furthermore, on an ongoing basis, management assesses the appropriateness of any model used. To the extent that the price provided by internal models does not represent the fair value of the financial instrument, management makes adjustments to the model valuation to calibrate it to other available pricing sources. Where unobservable inputs are used, management may determine a range of possible valuations based upon differing stress scenarios to determine the sensitivity associated with the valuation. As a final step, management considers the need for further adjustments to the modeled price to reflect how market participants would price the financial instrument.
Fair Value Hierarchy
Synovus determines the fair value of its financial instruments based on the fair value hierarchy established under ASC 820-10, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the financial instrument's fair value measurement in its entirety. There are three levels of inputs that may be used to measure fair value. The three levels of inputs of the valuation hierarchy are defined below:
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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. |
Fair Value Option
Synovus has elected the fair value option for mortgage loans held for sale primarily to ease the operational burdens required to maintain hedge accounting for these loans. Synovus is still able to achieve effective economic hedges on mortgage loans held for sale without the operational time and expense needed to manage a hedge accounting program.
Valuation Methodology by Product
Following is a description of the valuation methodologies used for the major categories of financial assets and liabilities measured at fair value.
Trading Account Assets and Investment Securities Available for Sale
The fair values of trading securities and investment securities available for sale are primarily based on actively traded markets where prices are based on either quoted market prices or observed transactions. Management employs independent third-party pricing services to provide fair value estimates for Synovus' investment securities available for sale and trading securities. Fair values for fixed income investment securities are typically determined based upon quoted market prices, broker/dealer quotations for identical or similar securities, and/or inputs that are observable in the market, either directly or indirectly, for substantially similar securities. Level 1 securities are typically exchange quoted prices and include financial instruments such as U.S. Treasury securities, equity securities, and mutual fund investments. Level 2 securities are typically matrix priced by the third-party pricing service to calculate the fair value. Such fair value measurements consider observable data such as relevant broker/dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayments speeds, credit information, and the respective terms and conditions for debt instruments. The types of securities classified as Level 2 within the valuation hierarchy primarily consist of collateralized mortgage obligations, mortgage-backed securities, debt securities of U.S. Government-sponsored enterprises and agencies, corporate debt, and state and municipal securities.
When there is limited activity or less transparency around inputs to valuation, Synovus develops valuations based on assumptions that are not readily observable in the marketplace; these securities are classified as Level 3 within the valuation hierarchy. The majority of the balance of Level 3 investment securities available for sale consists primarily of trust preferred securities issued by financial institutions. Synovus also carries non-marketable common equity securities within this category. Synovus accounts for the non-marketable common equity securities in accordance with ASC 325-20, which requires these investments to be carried at cost. To determine the fair value of the trust preferred securities, management uses a measurement technique to reflect one that utilizes credit spreads and/or credit indices available from a third-party pricing service. In addition, for each trust preferred security, management projects non-credit adjusted cash flows, and discounts those cash flows to net present value incorporating a relevant credit spread in the discount rate. Other inputs to calculating fair value include potential discounts for lack of marketability.
Management uses various validation procedures to confirm the prices received from pricing services and quotations received from dealers are reasonable. Such validation procedures include reference to relevant broker/dealer quotes or other market quotes and a review of valuations and trade activity of comparable securities. Consideration is given to the nature of the quotes (e.g., indicative or firm) and the relationship of recently evidenced market activity to the prices provided by the third-party pricing service. Further, management also employs the services of an additional independent pricing firm as a means to verify and confirm the fair values of the primary independent pricing firms.
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Mortgage Loans Held for Sale
Synovus elected to apply the fair value option for mortgage loans originated with the intent to sell to investors. When quoted market prices are not available, fair value is derived from a hypothetical bulk sale model used to estimate the exit price of the loans in a loan sale. The bid pricing convention is used for loan pricing for similar assets. The valuation model is based upon forward settlements of a pool of loans of identical coupon, maturity, product, and credit attributes. The inputs to the model are continuously updated with available market and historical data. As the loans are sold in the secondary market and predominantly used as collateral for securitizations, the valuation model represents the highest and best use of the loans in Synovus’ principal market. Mortgage loans held for sale are classified within Level 2 of the valuation hierarchy.
Private Equity Investments
Private equity investments consist primarily of equity method investments in venture capital funds, which are primarily classified as Level 3 within the valuation hierarchy. The valuation of these investments requires significant management judgment due to the absence of quoted market prices, inherent lack of liquidity, and the long-term nature of such assets. Based on these factors, the ultimate realizable value of these investments could differ significantly from the value reflected in the accompanying audited consolidated financial statements. For ownership in publicly traded companies held in the funds, valuation is based on the closing market price at the balance sheet date, and the valuation of marketable securities that have market restrictions is discounted until the securities can be freely traded. The private equity investments in which Synovus holds a limited partner interest consist of funds that invest in privately held companies. For privately held companies in the funds, the general partner estimates the fair value of the company in accordance with GAAP, as clarified by ASC 820, and guidance specific to investment companies. The estimated fair value of the company is the estimated fair value as an exit price the fund would receive if it were to sell the company in the marketplace. The fair value of the fund's underlying investments is estimated through the use of valuation models such as option pricing or a discounted cash flow model. Valuation factors, such as a company's operational performance against budget or milestones, last price paid by investors, with consideration given on whether financing is provided by insiders or unrelated new investors, public market comparables, liquidity of the market, industry and economic trends, and change of management or key personnel, are used in the determination of fair value.
Also, Synovus holds an interest in an investment fund that invests in publicly traded financial services companies. Although the fund holds investments in publicly traded entities, the fair value of this investment is classified as Level 2 in the valuation hierarchy because there is no actively traded market for the fund itself, and the value of the investment is based on the aggregate fair value of the publicly traded companies that are held in the fund for investment.
Investments Held in Rabbi Trusts
The investments held in Rabbi Trusts primarily include mutual funds that invest in equity and fixed income securities. Shares of mutual funds are valued based on quoted market prices, and are therefore, classified within Level 1 of the fair value hierarchy.
Salary Stock Units
Salary stock units represent fully vested stock awards that have been granted to certain key employees of Synovus. The salary stock units are classified as liabilities and are settled in cash, as determined by the closing Common Stock price on the date of settlement and the number of salary stock units being settled. Accordingly, salary stock units are classified as Level 1 within the fair value hierarchy.
Derivative Assets and Liabilities
As part of its overall interest rate risk management activities, Synovus utilizes derivative instruments to manage its exposure to various types of interest rate risk. With the exception of one derivative contract discussed herein, Synovus' derivative financial instruments are all Level 2 financial instruments. The majority of derivatives entered into by Synovus are executed over-the-counter and consist of interest rate swaps. The fair values of these derivative instruments are determined based on an internally developed model that uses readily observable market data, as quoted market prices are not available for these instruments. The valuation models and inputs depend on the type of derivative and the nature of the underlying instrument, and include interest rates, prices and indices to generate continuous yield or pricing curves, volatility factors, and customer credit related adjustments. The principal techniques used to model the value of these instruments are an income approach, discounted cash flows, Black-Scholes or binomial pricing models. The sale of TBA mortgage-backed securities for current month delivery or in the future and the purchase of option contracts of similar duration are derivatives utilized by Synovus’ mortgage banking subsidiary, and are valued by obtaining prices directly from dealers in the form of quotes for identical securities or options using a bid pricing convention with a spread between bid and offer quotations. Interest rate swaps, floors, caps and collars, and TBA mortgage-backed securities are classified as Level 2 within the valuation hierarchy.
Synovus' mortgage banking subsidiary enters into interest rate lock commitments related to expected funding of residential mortgage loans at specified times in the future. Interest rate lock commitments that relate to the origination of mortgage loans that will be held-for-sale are considered derivative instruments under applicable accounting guidance. As such, Synovus records its
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interest rate lock commitments and forward loan sales commitments at fair value, determined as the amount that would be required to settle each of these derivative financial instruments at the balance sheet date. In the normal course of business, the mortgage subsidiary enters into contractual interest rate lock commitments to extend credit, if approved, at a fixed interest rate and with fixed expiration dates. The commitments become effective when the borrowers "lock-in" a specified interest rate within the time frames established by the mortgage banking subsidiary. Market risk arises if interest rates move adversely between the time of the interest rate lock by the borrower and the sale date of the loan to an investor. To mitigate the effect of the interest rate risk inherent in providing interest rate lock commitments to borrowers, the mortgage banking subsidiary enters into best efforts forward sales contracts with third-party investors. The forward sales contracts lock in a price for the sale of loans similar to the specific interest rate lock commitments. Both the interest rate lock commitments to the borrowers and the forward sales contracts to the investors that extend through to the date the loan may close are derivatives, and accordingly, are marked to fair value through earnings. In estimating the fair value of an interest rate lock commitment, Synovus assigns a probability to the interest rate lock commitment based on an expectation that it will be exercised and the loan will be funded. The fair value of the interest rate lock commitment is derived from the fair value of related mortgage loans, which is based on observable market data and includes the expected net future cash flows related to servicing of the loans. The fair value of the interest rate lock commitment is also derived from inputs that include guarantee fees negotiated with the agencies and private investors, buy-up and buy-down values provided by the agencies and private investors, and interest rate spreads for the difference between retail and wholesale mortgage rates. Management also applies fall-out ratio assumptions for those interest rate lock commitments for which we do not close a mortgage loan. The fall-out ratio assumptions are based on the mortgage subsidiary's historical experience, conversion ratios for similar loan commitments, and market conditions. While fall-out tendencies are not exact predictions of which loans will or will not close, historical performance review of loan-level data provides the basis for determining the appropriate hedge ratios. In addition, on a periodic basis, the mortgage banking subsidiary performs analysis of actual rate lock fall-out experience to determine the sensitivity of the mortgage pipeline to interest rate changes from the date of the commitment through loan origination, and then period end, using applicable published mortgage-backed investment security prices. The expected fall-out ratios (or conversely the "pull-through" percentages) are applied to the determined fair value of the unclosed mortgage pipeline in accordance with GAAP. Changes to the fair value of interest rate lock commitments are recognized based on interest rate changes, changes in the probability that the commitment will be exercised, and the passage of time. The fair value of the forward sales contracts to investors considers the market price movement of the same type of security between the trade date and the balance sheet date. These instruments are classified as Level 2 within the valuation hierarchy.
In November 2009, Synovus sold certain Visa Class B shares to another Visa USA member financial institution. The sales price was based on the Visa stock conversion ratio in effect at the time for conversion of Visa Class B shares to Visa Class A unrestricted shares at a future date. In conjunction with the sale, Synovus entered into a derivative contract with the purchaser (the Visa derivative), which provides for settlements between the parties based upon a change in the ratio for conversion of Visa Class B shares to Visa Class A shares. The fair value of the Visa derivative is determined based on management's estimate of the timing and amount of the Covered Litigation settlement and the resulting payments due to the counterparty under the terms of the contract. Since this estimation process requires application of judgment in developing significant unobservable inputs used to determine the fair value of the Visa derivative, this derivative has been classified as Level 3 within the valuation hierarchy. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 19 - Visa Shares and Related Agreements" of this Report for additional discussion on the Visa derivative and related litigation.
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Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents all financial instruments measured at fair value on a recurring basis as of December 31, 2013 and 2012, according to the valuation hierarchy included in ASC 820-10. For equity and debt securities, class was determined based on the nature and risks of the investments. Transfers between levels for the years ended December 31, 2013 and 2012 were inconsequential.
December 31, 2013 | ||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | Total Assets and Liabilities at Fair Value | ||||||||
Assets | ||||||||||||
Trading securities: | ||||||||||||
Collateralized mortgage obligations issued by U.S. Government sponsored enterprises | $ | — | 2,465 | — | 2,465 | |||||||
State and municipal securities | — | 429 | — | 429 | ||||||||
All other residential mortgage-backed securities | — | 968 | — | 968 | ||||||||
Other investments | — | 2,251 | — | 2,251 | ||||||||
Total trading securities | — | 6,113 | — | 6,113 | ||||||||
Mortgage loans held for sale | — | 45,384 | — | 45,384 | ||||||||
Investment securities available for sale: | ||||||||||||
U.S. Treasury securities | 17,791 | — | — | 17,791 | ||||||||
U.S. Government agency securities | — | 34,641 | — | 34,641 | ||||||||
Securities issued by U.S. Government sponsored enterprises | — | 113,745 | — | 113,745 | ||||||||
Mortgage-backed securities issued by U.S. Government agencies | — | 195,117 | — | 195,117 | ||||||||
Mortgage-backed securities issued by U.S. Government sponsored enterprises | — | 2,421,360 | — | 2,421,360 | ||||||||
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises | — | 398,540 | — | 398,540 | ||||||||
State and municipal securities | — | 6,889 | — | 6,889 | ||||||||
Equity securities | 6,956 | — | 628 | 7,584 | ||||||||
Other investments(1) | 1,969 | — | 1,722 | 3,691 | ||||||||
Total investment securities available for sale | 26,716 | 3,170,292 | 2,350 | 3,199,358 | ||||||||
Private equity investments | — | 1,615 | 27,745 | 29,360 | ||||||||
Mutual funds held in Rabbi Trusts | 11,246 | — | — | 11,246 | ||||||||
Derivative assets: | ||||||||||||
Interest rate contracts | — | 38,482 | — | 38,482 | ||||||||
Mortgage derivatives(2) | — | 1,522 | — | 1,522 | ||||||||
Total derivative assets | — | 40,004 | — | 40,004 | ||||||||
Liabilities | ||||||||||||
Trading account liabilities | — | 1,763 | — | 1,763 | ||||||||
Salary stock units | 1,764 | — | — | 1,764 | ||||||||
Derivative liabilities: | ||||||||||||
Interest rate contracts | — | 39,436 | — | 39,436 | ||||||||
Visa Derivative | — | — | 2,706 | 2,706 | ||||||||
Total derivative liabilities | $ | — | 39,436 | 2,706 | 42,142 | |||||||
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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 agencies or 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) | — | 2,793 | — | 2,793 | ||||||||
Total derivative assets | — | 64,662 | — | 64,662 | ||||||||
Liabilities | ||||||||||||
Trading account liabilities | — | 91 | — | 91 | ||||||||
Salary stock units | 1,888 | — | — | 1,888 | ||||||||
Derivative liabilities: | ||||||||||||
Interest rate contracts | — | 62,912 | — | 62,912 | ||||||||
Mortgage derivatives (2) | — | 525 | — | 525 | ||||||||
Visa Derivative | — | — | 2,956 | 2,956 | ||||||||
Total derivative liabilities | $ | — | 63,437 | 2,956 | 66,393 | |||||||
(1) Based on an analysis of the nature and risks of these investments, Synovus has determined that presenting these investments as a single asset class is appropriate.
(2) Mortgage derivatives consist of customer interest rate lock commitments that relate to the potential origination of mortgage loans, which would be classified as held for sale and forward loan sales commitments with third-party investors.
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Fair Value Option
The following table summarizes the difference between the fair value and the unpaid principal balance of mortgage loans held for sale measured at fair value and the changes in fair value of these loans. Mortgage loans held for sale are initially measured at fair value with subsequent changes in fair value recognized in earnings. Changes in fair value were recorded as a component of mortgage banking income and other non-interest income in the consolidated statements of income, as appropriate. An immaterial portion of these changes in fair value were attributable to changes in instrument-specific credit risk.
Twelve Months Ended December 31, | |||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||
Changes in fair value included in net income: | |||||||||
Mortgage loans held for sale | $ | (5,566 | ) | 1,813 | 5,185 | ||||
Mortgage loans held for sale: | |||||||||
Fair value | 45,384 | 212,663 | 161,509 | ||||||
Unpaid principal balance | 44,943 | 206,657 | 157,316 | ||||||
Fair value less aggregate unpaid principal balance | $ | 441 | 6,006 | 4,193 | |||||
Changes in Level 3 Fair Value Measurements
As noted above, Synovus uses significant unobservable inputs (Level 3) in determining the fair value of assets and liabilities classified as Level 3 in the fair value hierarchy. The table below includes a roll-forward of the amounts on the consolidated balance sheet for the year ended December 31, 2013 and 2012 (including the change in fair value), for financial instruments of a material nature that are classified by Synovus within Level 3 of the fair value hierarchy and are measured at fair value on a recurring basis. Transfers between fair value levels are recognized at the end of the reporting period in which the associated changes in inputs occur. During 2013, Synovus did not have any material transfers between levels in the fair value hierarchy. During the first quarter of 2012, Synovus transferred the mortgage derivative asset, which consists of interest rate lock commitments totaling $1.9 million, from Level 3 to Level 2 within the fair value hierarchy, reflecting increased transparency of the inputs used to value these financial instruments, which are based on the mortgage banking subsidiary's historical experience, conversion ratios for similar loan commitments, market conditions and other observable inputs, instead of previously used external industry data. Additionally, during the first quarter of 2012, Synovus transferred assets totaling $501 thousand that were classified as a Level 3 equity security to other assets to more accurately reflect the financial characteristics of the financial instruments.
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2013 | ||||||||||
(in thousands) | Investment Securities Available for Sale | Private Equity Investments | Other Derivative Contracts | |||||||
Beginning balance, January 1, | $ | 3,178 | 30,708 | (2,956 | ) | |||||
Total gains (losses) realized/unrealized: | ||||||||||
Included in earnings(1) | (264 | ) | (2,963 | ) | (1,600 | ) | ||||
Unrealized gains (losses) included in other comprehensive income | 436 | — | — | |||||||
Purchases | — | — | — | |||||||
Sales | — | — | — | |||||||
Issuances | — | — | — | |||||||
Settlements | (1,000 | ) | — | 1,850 | ||||||
Amortization of discount/premium | — | — | — | |||||||
Transfers in and/or out of Level 3 | — | — | — | |||||||
Ending balance, December 31, | $ | 2,350 | 27,745 | (2,706 | ) | |||||
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, | $ | (264 | ) | (2,963 | ) | (1,600 | ) | |||
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 | ) | — | — | ||||||
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 | ) | ||||
(1) Included in earnings as a component of other non-interest income(expense).
(2) Represents additional capital contributed to a private equity investment fund for capital calls. There are no such calls outstanding as of December 31, 2013.
(3) Other derivative contracts include the Visa Derivative and the mortgage derivatives for the year ended December 31, 2012.
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Assets Measured at Fair Value on a Non-recurring Basis
From time to time, certain assets may be recorded at fair value on a non-recurring basis. These non-recurring fair value adjustments typically are a result of the application of lower of cost or fair value accounting or a write-down occurring during the period. For example, if the fair value of an asset in these categories falls below its cost basis, it is considered to be at fair value at the end of the period of the adjustment. The following table presents assets measured at fair value on a non-recurring basis as of the dates indicated for which there was a fair value adjustment during the period, according to the valuation hierarchy included in ASC 820-10.
As of December 31, 2013 | Fair Value Adjustments for the Year Ended December 31, 2013 | ||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | ||||||||||
Impaired loans* | $ | — | — | $ | 170,693 | 29,132 | |||||||
Other loans held for sale | — | — | 9,670 | 5,988 | |||||||||
Other real estate | — | — | 50,070 | 10,431 | |||||||||
Other assets held for sale | — | — | 4,945 | 2,294 | |||||||||
As of December 31, 2012 | Fair Value Adjustments for the Year Ended December 31, 2012 | ||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Impaired loans* | $ | — | — | $ | 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 | |||||||||
*Impaired loans that are collateral-dependent.
Collateral dependent impaired loans are evaluated for impairment in accordance with the provisions of ASC 310-10-35 using the fair value of the collateral less costs to sell. For loans measured using the estimated fair value of collateral securing these loans less costs to sell, fair value is generally determined based upon appraisals performed by a certified or licensed appraiser using inputs such as absorption rates, capitalization rates, and market comparables, adjusted for estimated selling costs. Management also considers other factors or recent developments, such as changes in absorption rates or market conditions from the time of valuation, and anticipated sales values considering management's plans for disposition, which could result in adjustments to the collateral value estimates indicated in the appraisals. Estimated costs to sell are based on actual amounts for similar assets. These measurements are classified as Level 3 within the valuation hierarchy. Collateral dependent impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly based on the same factors identified above.
Loans are transferred to other loans held for sale at fair value when Synovus makes the determination to sell specifically identified loans. The fair value of the loans is primarily determined by analyzing the underlying collateral of the loan and the anticipated market prices of similar assets less estimated costs to sell, as well as consideration of the market for loan sales versus the sale of collateral. At the time of transfer, if the fair value is less than the carrying amount, the difference is recorded as a charge-off against the allowance for loan losses. Decreases in the fair value subsequent to the transfer, as well as gains/losses realized from sale of these loans, are recognized as gains/losses on other loans held for sale, net, as a component of non-interest expense on the consolidated statements of income.
ORE consists of properties obtained through a foreclosure proceeding or through an in-substance foreclosure in satisfaction of loans. The fair value of ORE is determined on the basis of current appraisals, comparable sales, and other estimates of fair value obtained principally from independent sources, adjusted for estimated selling costs. At foreclosure, ORE is recorded at the lower of cost or fair value less the estimated cost to sell, which establishes a new cost basis. Subsequent to foreclosure, ORE is evaluated quarterly and reported at fair value less estimated costs to sell, not to exceed the new cost basis, determined on the basis of current appraisals, comparable sales, and other estimates of fair value obtained principally from independent sources, adjusted for estimated selling costs. In the determination of fair value subsequent to foreclosure, management also considers other factors or recent developments, such as changes in absorption rates or market conditions from the time of valuation, and anticipated sales values considering management’s plans for disposition, which could result in an adjustment to lower the fair value estimates indicated in the appraisals. Internally adjusted valuations are considered Level 3 measurements as management uses assumptions that may not be observable in the market.
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Other assets held for sale consist of certain premises and equipment held for sale, including those related to the efficiency initiatives discussed in "Note 3 - Restructuring Charges" of this Report. These assets are classified as held for sale and recorded at the lower of their amortized cost or fair value, less costs to sell, consistent with ASC 360-10. The fair value of these assets is determined primarily on the basis of appraisals or BOV, as circumstances warrant, adjusted for estimated selling costs. Both techniques engage licensed or certified professionals that use inputs such as absorption rates, capitalization rates, and market comparables; these valuations are considered Level 3 measurements since assumptions or inputs may not be observable in the market.
Quantitative Information about Level 3 Fair Value Measurements
The tables below provide an overview of the valuation techniques and significant unobservable inputs used in those techniques to measure financial instruments that are classified within Level 3 of the valuation hierarchy. The range of sensitivities that management utilized in its fair value calculations is deemed acceptable in the industry with respect to the identified financial instruments. The tables below present both the total balance as of the dates indicated for assets measured at fair value on a recurring basis and the assets measured at fair value on a non-recurring basis for which there was a fair value adjustment during the period, according to the valuation hierarchy included in ASC 820-10.
December 31, 2013 | ||||||||
(dollars in thousands) | Level 3 Fair Value | Valuation Technique | Significant Unobservable Input | Range (Weighted Average)(1) | ||||
Assets measured at fair value on a recurring basis | ||||||||
Investment Securities Available for Sale | ||||||||
Equity securities | $ | 628 | Individual analysis of each investment | Multiple data points, including, but not limited to evaluation of past and projected business performance | N/A(4) | |||
Other investments: | ||||||||
Trust preferred securities | 1,722 | Discounted cash flow analysis | Credit spread embedded in discount rate | 400-480 bps (441 bps) | ||||
Discount for lack of marketability(2) | 0%-10% (0%) | |||||||
Private equity investments | 27,745 | 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 financing transactions related to the investee companies (2) | N/A | ||||
Visa derivative liability | $ | 2,706 | Internal valuation | Estimated future cumulative deposits to the litigation escrow for settlement of the Covered Litigation, and estimated future monthly fees payable to the derivative counterparty | $400 thousand to $2.7 million ($2.7 million) | |||
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December 31, 2013 | ||||||||
(dollars in thousands) | Level 3 Fair Value | Valuation Technique | Significant Unobservable Input | Range (Weighted Average)(1) | ||||
Assets measured at fair value on a non-recurring basis | ||||||||
Collateral dependent impaired loans | $ | 170,693 | Third-party appraised value of collateral less estimated selling costs | Discount to appraised value (3) Estimated selling costs | 0%-65% (25%) 0%-10% (7%) | |||
Other loans held for sale | 9,670 | Third-party appraised value of collateral less estimated selling costs | Discount to appraised value (3) Estimated selling costs | 18%-93% (70%) 0%-10% (7%) | ||||
Other real estate | 50,070 | Third-party appraised value of collateral less estimated selling costs | Discount to appraised value (3) Estimated selling costs | 0%-85% (25%) 0%-10% (7%) | ||||
Other assets held for sale | $ | 4,945 | Third-party appraised value of collateral less estimated selling costs or BOV | Discount to appraised value (3) Estimated selling costs | 5%-36% (20%) 0%-10% (7%) | |||
(1) The range represents management's best estimate of the high and low of the value that would be assigned to a particular input. The weighted average is the measure of central tendencies; it is the value that management is using for the asset or liability.
(2) Represents management's estimate of discount that market participants would require based on the instrument's lack of liquidity.
(3) Synovus also makes adjustments to the values of the assets listed above for various reasons, including age of the appraisal, information known by management about the property, such as occupancy rates, changes to the physical conditions of the property, and other factors.
(4) The range has not been disclosed due to the wide range of possible values given the methodology used.
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December 31, 2012 | ||||||||
(dollars in thousands) | Level 3 Fair Value | Valuation Technique | Significant Unobservable Input | Range (Weighted Average)(1) | ||||
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 | N/A(4) | |||
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(2) | 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 financing transactions related to the investee companies (2) | N/A | ||||
Visa derivative liability | $ | 2,956 | Internal valuation | Estimated future cumulative deposits to the litigation escrow for settlement of the Covered Litigation, and estimated future monthly fees payable to the derivative counterparty | $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)(1) | ||||
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 (3) Estimated selling costs | 0%-12% (4%) 0%-10% (7%) | |||
Other loans held for sale | 7,420 | Third-party appraised value of collateral less estimated selling costs | Discount to appraised value (3) Estimated selling costs | 0%-12% (4%) 0%-10% (7%) | ||||
Other real estate | 79,293 | Third-party appraised value of collateral less estimated selling costs | Discount to appraised value (3) Estimated selling costs | 0%-7% (2%) 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 (3) Estimated selling costs | 13%-51% (29%) 0%-10% (7%) | |||
(1) The range represents management's best estimate of the high and low of the value that would be assigned to a particular input. The weighted average is the measure of central tendencies; it is the value that management is using for the asset or liability.
(2) Represents management's estimate of discount that market participants would require based on the instrument's lack of liquidity.
(3) Synovus also makes adjustments to the values of the assets listed above for various reasons, including age of the appraisal, information known by management about the property, such as occupancy rates, changes to the physical conditions of the property, and other factors.
(4) The range has not been disclosed due to the wide range of possible values given the methodology used.
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Sensitivity Analysis of Level 3 Unobservable Inputs Measured on a Recurring Basis
Included in the fair value estimates of financial instruments carried at fair value on the consolidated balance sheet are those estimated in full or in part using valuation techniques based on assumptions that are not supported by observable market prices, rates, or other inputs. Unobservable inputs are assessed carefully, considering the current economic environment and market conditions. However, by their very nature, unobservable inputs imply a degree of uncertainty in their determination, because they are supported by little, if any, market activity for the related asset or liability.
Investment Securities Available for Sale
The significant unobservable inputs used in the fair value measurement of the corporate obligations in Level 3 assets are the credit spread embedded in the discount rate and the discount for lack of liquidity. Generally, a change in one or more assumptions, and the degree or sensitivity of the change used, can have a meaningful impact on fair value. With regard to the trust preferred securities in Level 3 assets, raising the credit spread, and raising the discount for lack of liquidity assumptions will result in a lower fair value measurement.
Private Equity Investments
In the absence of quoted market prices, inherent lack of liquidity, and the long-term nature of private equity investments, significant judgment is required to value these investments. The significant unobservable inputs used in the fair value measurement of private equity investments include current operations, financial condition and cash flows, comparables and private sales, when available, and recently executed financing transactions related to investee companies. Significant increases or decreases in any of these inputs in isolation would result in a significantly lower or higher fair value measurement.
Visa Derivative Liability
The fair value of the Visa derivative is determined based on management's estimate of the timing and amount of the Covered Litigation settlement and the resulting payments due to the counterparty under the terms of the contract. Significant increases (decreases) in any of these inputs in isolation would result in a significantly higher (lower) valuation of the Visa derivative liability. Generally, a change in the amount funded by Visa into its escrow for the Covered Litigation would have a directionally similar change in the assumptions used for the discounted cash flow technique used to compute fair value.
Fair Value of Financial Instruments
The following table presents the carrying and fair values of financial instruments at December 31, 2013 and 2012. The fair value represents management’s best estimates based on a range of methodologies and assumptions. For financial instruments that are not recorded at fair value on the balance sheet, such as loans, interest bearing deposits (including brokered deposits), and long-term debt, the figures given in the notes should not be taken as an estimate of the amount that would be realized if all such financial instruments were to be settled immediately.
Cash and cash equivalents, interest bearing funds with the Federal Reserve Bank, interest earning deposits with banks, and federal funds sold and securities purchased under resale agreements are repriced on a short-term basis; as such, the carrying value closely approximates fair value. Since these amounts generally relate to highly liquid assets, these are considered a Level 1 measurement.
Loans, net of deferred fees and costs, are recorded at the amount of funds advanced, less charge-offs, and an estimation of credit risk represented by the allowance for loan losses. The fair value estimates for disclosure purposes differentiate loans based on their financial characteristics, such as product classification, loan category, pricing features, and remaining maturity. The fair value of loans is estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type, such as commercial, mortgage, home equity, credit card, and other retail loans. Commercial loans are further segmented into certain collateral code groupings. The fair value of the loan portfolio is calculated, in accordance with ASC 825-10, by discounting contractual cash flows using estimated market discount rates, which reflect the credit and interest rate risk inherent in the loan. This method of estimating fair value does not incorporate the exit-price concept of fair value prescribed by ASC 820-10 and generally produces a higher value than a pure exit price approach. For loans measured using the estimated fair value of collateral less costs to sell, fair value is generally estimated using appraisals of the collateral. Collateral values are monitored and additional write-downs are recognized if it is determined that the estimated collateral values have declined further. Estimated costs to sell are based on current amounts of disposal costs for similar assets. Carrying value is considered to reflect fair value for these loans. Loans are considered a Level 3 fair value measurement.
The fair value of deposits with no stated maturity, such as non-interest bearing demand accounts, interest bearing demand deposits, money market accounts, and savings accounts, is estimated to be equal to the amount payable on demand as of that respective date. The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. The value of long-term relationships with depositors is not taken into account in estimating fair values. Synovus has developed long-term relationships with its customers through its deposit base and, in the opinion of management, these customer relationships add significant value to Synovus. Synovus
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has determined that the appropriate classification for deposits is Level 2 due to the ability to reasonably measure all inputs to valuation based on observable market variables. Short-term and long-term debt is also considered a Level 2 valuation, as management relies on market prices for bonds or debt that is similar, but not necessarily identical, to the debt being valued. Short-term debt that matures within ten days is assumed to be at fair value, and is considered a Level 1 measurement. The fair value of other short-term and long-term debt with fixed interest rates is calculated by discounting contractual cash flows using market discount rates for bonds or debt that is similar but not identical.
The carrying and estimated fair values of financial instruments, as well as the level within the fair value hierarchy, as of December 31, 2013 and 2012 are as follows:
December 31, 2013 | |||||||||||||||
(in thousands) | Carrying Value | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||
Financial Assets | |||||||||||||||
Cash and cash equivalents | $ | 469,630 | 469,630 | 469,630 | — | — | |||||||||
Interest bearing funds with Federal Reserve Bank | 644,528 | 644,528 | 644,528 | — | — | ||||||||||
Interest earning deposits with banks | 24,325 | 24,325 | 24,325 | — | — | ||||||||||
Federal funds sold and securities purchased under resale agreements | 80,975 | 80,975 | 80,975 | — | — | ||||||||||
Trading account assets | 6,113 | 6,113 | — | 6,113 | — | ||||||||||
Mortgage loans held for sale | 45,384 | 45,384 | — | 45,384 | — | ||||||||||
Other loans held for sale | 10,685 | 10,685 | — | — | 10,685 | ||||||||||
Investment securities available for sale | 3,199,358 | 3,199,358 | 26,716 | 3,170,292 | 2,350 | ||||||||||
Private equity investments | 29,360 | 29,360 | — | 1,615 | 27,745 | ||||||||||
Mutual funds held in Rabbi Trusts | 11,246 | 11,246 | 11,246 | — | — | ||||||||||
Loans, net of deferred fees and costs | 20,057,798 | 19,763,708 | — | — | 19,763,708 | ||||||||||
Derivative assets | 40,004 | 40,004 | — | 40,004 | — | ||||||||||
Financial Liabilities | |||||||||||||||
Trading account liabilities | $ | 1,763 | 1,763 | — | 1,763 | — | |||||||||
Non-interest bearing deposits | 5,642,751 | 5,642,751 | — | 5,642,751 | — | ||||||||||
Interest bearing deposits | 15,234,039 | 15,244,020 | — | 15,244,020 | — | ||||||||||
Federal funds purchased, other short-term borrowings and other short-term liabilities | 148,132 | 148,132 | — | 148,132 | — | ||||||||||
Salary stock units | 1,764 | 1,764 | 1,764 | — | — | ||||||||||
Long-term debt | 2,033,141 | 2,095,720 | — | 2,095,720 | — | ||||||||||
Derivative liabilities | 42,142 | 42,142 | — | 39,436 | 2,706 | ||||||||||
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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 | — | ||||||||||
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, other short-term borrowings, and other short-term liabilities | 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 | ||||||||||
Note 17 - Derivative Instruments
As part of its overall interest rate risk management activities, Synovus utilizes derivative instruments to manage its exposure to various types of interest rate risk. These derivative instruments generally consist of interest rate swaps, interest rate lock commitments made to prospective mortgage loan customers, and commitments to sell fixed-rate mortgage loans. Interest rate lock commitments represent derivative instruments since it is intended that such loans will be sold.
From time to time, Synovus utilizes interest rate swaps to manage interest rate risks primarily arising from its core banking activities. These interest rate swap transactions generally involve the exchange of fixed and floating interest rate payment obligations without the exchange of underlying principal amounts. Swaps may be designated as either cash flow hedges or fair value hedges, as discussed below. As of December 31, 2013 and 2012, Synovus had no outstanding interest rate swap contracts utilized to manage interest rate risk.
The Company is party to master netting arrangements with its dealer counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes.
Counterparty Credit Risk and Collateral
Entering into derivative contracts potentially exposes Synovus to the risk of counterparties’ failure to fulfill their legal obligations, including, but not limited to, potential amounts due or payable under each derivative contract. Notional principal amounts are often used to express the volume of these transactions, but the amounts potentially subject to credit risk are much smaller. Synovus assesses the credit risk of its dealer counterparties by regularly monitoring publicly available credit rating information and other market indicators. Dealer collateral requirements are determined via risk-based policies and procedures and in accordance with existing agreements. Synovus seeks to minimize dealer credit risk by dealing with highly rated counterparties and by obtaining collateral for exposures above certain predetermined limits. Management closely monitors credit conditions within the customer swap portfolio, which management deems to be of higher risk than dealer counterparties. Collateral is secured at origination and credit related fair value adjustments are recorded against the asset value of the derivative as deemed necessary based upon an analysis, which includes consideration of the current asset value of the swap, customer credit rating, collateral
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value, and customer standing with regards to its swap contractual obligations and other related matters. Such asset values fluctuate based upon changes in interest rates regardless of changes in notional amounts and changes in customer specific risk.
Cash Flow Hedges
Synovus designates hedges of floating rate loans as cash flow hedges. These swaps hedge against the variability of cash flows from specified pools of floating rate prime based loans. Synovus calculates effectiveness of the hedging relationship quarterly using regression analysis. The effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings. Ineffectiveness from cash flow hedges is recognized in the consolidated statements of income as a component of other non-interest income. As of December 31, 2013, there were no cash flow hedges outstanding, and therefore, no cumulative ineffectiveness.
Synovus expects to reclassify from accumulated other comprehensive income (loss) $447 thousand of interest expense during the next twelve months as amortization of deferred losses is recorded.
Synovus did not terminate any cash flow hedges during 2013 or 2012. The remaining unamortized deferred loss balance of all previously terminated cash flow hedges at December 31, 2013 and 2012 was $(1.6) million and $(2.0) million, respectively.
Fair Value Hedges
Synovus designates hedges of fixed rate liabilities as fair value hedges. These swaps hedge against the change in fair value of various fixed rate liabilities due to changes in the benchmark interest rate, LIBOR. Synovus calculates effectiveness of the fair value hedges quarterly using regression analysis. Ineffectiveness from fair value hedges is recognized in the consolidated statements of income as a component of other non-interest income. As of December 31, 2013, there were no fair value hedges outstanding, and therefore, no cumulative ineffectiveness.
Synovus did not terminate any fair value hedges during 2013 or 2012. The remaining unamortized deferred gain balance on all previously terminated fair value hedges at December 31, 2013 and 2012 was $10.7 million and $13.9 million, respectively. Synovus expects to reclassify from hedge-related basis adjustment, a component of long-term debt, $3.1 million of the deferred gain balance on previously terminated fair value hedges as a reduction to interest expense during the next twelve months as amortization of deferred gains is recorded.
Customer Related Derivative Positions
Synovus enters into interest rate swap agreements to facilitate the risk management strategies of a small number of commercial banking customers. Synovus mitigates this risk by entering into equal and offsetting interest rate swap agreements with highly rated third-party financial institutions. The interest rate swap agreements are free-standing derivatives and are recorded at fair value on Synovus' consolidated balance sheet. Fair value changes are recorded in non-interest income in Synovus' consolidated statements of income. As of December 31, 2013, the notional amount of customer related interest rate derivative financial instruments, including both the customer position and the offsetting position, was $1.18 billion, an increase of $45.4 million compared to December 31, 2012.
Visa Derivative
In conjunction with the sale of Class B shares of common stock issued by Visa to Synovus as a Visa USA member, Synovus entered into a derivative contract with the purchaser, which provides for settlements between the parties based upon a change in the ratio for conversion of Visa Class B shares to Visa Class A shares. The conversion ratio changes when Visa deposits funds to a litigation escrow established by Visa to pay settlements for certain litigation, which Visa is indemnified by Visa USA members. The litigation escrow is funded by proceeds from Visa’s conversion of Class B shares. The fair value of the derivative liability is based on an estimate of Synovus’ membership proportion of Visa’s aggregate exposure to the Covered Litigation, or in effect, the future cumulative deposits to the litigation escrow for settlement of the Covered Litigation, and estimated future monthly fees payable to the derivative counterparty. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 19 - Visa Shares and Related Agreements" of this Report for further information.
Mortgage Derivatives
Synovus originates first lien residential mortgage loans for sale into the secondary market and generally does not hold the originated loans for investment purposes. Mortgage loans are sold by Synovus for conversion to securities and the servicing of these loans is generally sold to a third-party servicing aggregator, or Synovus sells the mortgage loans as whole loans to investors either individually or in bulk on a servicing released basis.
Synovus enters interest rate lock commitments for residential mortgage loans which commit us to lend funds to a potential borrower at a specific interest rate and within a specified period of time. Interest rate lock commitments that relate to the origination of mortgage loans that, if originated, will be held for sale, are considered derivative financial instruments under applicable
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accounting guidance. Outstanding interest rate lock commitments expose Synovus to the risk that the price of the mortgage loans underlying the commitments may decline due to increases in mortgage interest rates from inception of the rate lock to the funding of the loan.
At December 31, 2013 and 2012, Synovus had commitments to fund at a locked interest rate, primarily fixed-rate mortgage loans to customers in the amount of $65.0 million and $158.0 million, respectively. The fair value of these commitments resulted in a (loss) gain of $(2.2) million and $0.9 million for the years ended December 31, 2013 and 2012, respectively, which was recorded as a component of mortgage banking income in the consolidated statements of income.
At December 31, 2013 and 2012, outstanding commitments to sell primarily fixed-rate mortgage loans amounted to $92.0 million and $231.5 million, respectively. Such commitments are entered into to reduce the exposure to market risk arising from potential changes in interest rates, which could affect the fair value of mortgage loans held for sale and outstanding rate lock commitments, which guarantee a certain interest rate if the loan is ultimately funded or granted by Synovus as a mortgage loan held for sale. The commitments to sell mortgage loans are at fixed prices and are scheduled to settle at specified dates that generally do not exceed 90 days. The fair value of outstanding commitments to sell mortgage loans resulted in a gain of $1.4 million for the years ended December 31, 2013 and 2012, which was recorded as a component of mortgage banking income in the consolidated statements of income.
Collateral Contingencies
Certain derivative instruments contain provisions that require Synovus to maintain an investment grade credit rating from each of the major credit rating agencies. When Synovus’ credit rating falls below investment grade, these provisions allow the counterparties of the derivative instrument to demand immediate and ongoing full collateralization on derivative instruments in net liability positions and, for certain counterparties, request immediate termination. As Synovus’ current rating is below investment grade, Synovus is required to post collateral, as required by each agreement, against these positions. Additionally, as of June 10, 2013, the CCC became mandatory for certain trades as required under the Dodd-Frank Act. These derivative transactions also carry collateral requirements, both at the inception of the trade, and as the value of each derivative position changes. As trades are migrated to the CCC, dealer counterparty exposure will be reduced, and higher notional amounts of Synovus' derivative instruments will be housed at the CCC, a highly regulated and well-capitalized entity. As of December 31, 2013, collateral totaling $72.2 million, consisting of Federal funds sold was pledged to the derivative counterparties, including $3.1 million with the CCC, to comply with collateral requirements.
The impact of derivative instruments on the consolidated balance sheets at December 31, 2013 and 2012 is presented below.
Fair Value of Derivative Assets | Fair Value of Derivative Liabilities | |||||||||||||||
December 31, | December 31, | |||||||||||||||
(in thousands) | Location on Consolidated Balance Sheet | 2013 | 2012 | Location on Consolidated Balance Sheet | 2013 | 2012 | ||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||||||
Interest rate contracts | Other assets | $ | 38,482 | 61,869 | Other liabilities | 39,436 | 62,912 | |||||||||
Mortgage derivatives | Other assets | 1,522 | 2,793 | Other liabilities | — | 525 | ||||||||||
Visa Derivative | — | — | Other liabilities | 2,706 | 2,956 | |||||||||||
Total derivatives not designated as hedging instruments | $ | 40,004 | 64,662 | 42,142 | 66,393 | |||||||||||
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See "Part II - Item 8. Financial Statements and Supplementary Data - Consolidated Statements of Comprehensive Income (Loss)" for the effect of the amortization of previously terminated cash flow hedges on the consolidated statements of income for the years ended December 31, 2013, 2012 and 2011.
The pre-tax effect of fair value hedges on the consolidated statements of income for the years ended December 31, 2013, 2012 and 2011 is presented below.
Derivative | |||||||||||
Location of Gain (Loss) Recognized in Income | Gain (Loss) Recognized in Income | ||||||||||
Twelve Months Ended December 31, | |||||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||||
Derivatives not designated as hedging instruments | |||||||||||
Interest rate contracts(1) | Other Non- Interest Income | $ | 89 | 1,419 | (819 | ) | |||||
Mortgage derivatives(2) | Mortgage Banking Income | $ | (745 | ) | 2,364 | 393 | |||||
Total | $ | (656 | ) | 3,783 | (426 | ) | |||||
(1) Gain (loss) represents net fair value adjustments (including credit related adjustments) for customer swaps and offsetting positions.
(2) Gain (loss) represents net fair value adjustments recorded for interest rate lock commitments and commitments to sell mortgage loans to third-party investors.
During the years ended December 31, 2013, 2012, and 2011, Synovus also reclassified $3.2 million, $7.3 million, and $6.9 million, respectively, from hedge-related basis adjustment, a component of long-term debt, as a reduction to interest expense. These deferred gains relate to hedging relationships that have been previously terminated and are reclassified into earnings over the remaining life of the hedged items.
Note 18 - Variable Interest Entities
Synovus has a contractual ownership or other interests in certain VIEs for which the fair value of the VIE's net assets may change exclusive of the variable interests. Under ASC 810-10-65, Synovus is deemed to be the primary beneficiary and required to consolidate a VIE if it has a variable interest in the VIE that provides it with a controlling financial interest. For such purposes, the determination of whether a controlling financial interest exists is based on whether a single party has both the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb the losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. ASC 810-10-65, as amended, requires continual reconsideration of conclusions reached regarding which interest holder is a VIE's primary beneficiary.
Synovus’ involvement with VIEs is discussed below. Synovus consolidates VIEs for which it is deemed the primary beneficiary.
Consolidated Variable Interest Entities
Rabbi Trusts – Synovus has established certain rabbi trusts related to deferred compensation plans offered to its employees. Synovus contributes employee cash compensation deferrals to the trusts and directs the underlying investments made by the trusts. The assets of these trusts are available to Synovus creditors only in the event that Synovus becomes insolvent. These trusts are considered VIEs because either there is no equity at risk in the trusts or because Synovus provided the equity interest to its employees in exchange for services rendered. While the employees have the ability to direct their funds within the trusts, Synovus is considered the primary beneficiary of the rabbi trusts as it has the ability to direct the underlying investments made by the trusts as well as make funding decisions related to the trusts, the activities that most significantly impact the economic performance of the rabbi trusts. Synovus includes the assets of the rabbi trusts as a component of other assets and a corresponding liability for the associated benefit obligation in other liabilities in its consolidated balance sheets. At December 31, 2013 and 2012, the aggregate amount of rabbi trust assets and benefit obligation was $11.2 million and $10.0 million, respectively.
Non-consolidated Variable Interest Entities
Low Income Housing Tax Credit Partnerships – Synovus and its subsidiary bank, Synovus Bank, make equity investments as a limited partner in various partnerships which are engaged in the development and operation of affordable multi-family housing utilizing the LIHTC pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to earn a return on the investment and to support community reinvestment initiatives of Synovus’ subsidiary bank. The activities of these LIHTC partnerships are limited to development and operation of multi-family housing that is leased to qualifying residential tenants. These partnerships are generally located in southeastern communities where Synovus has a banking presence and are considered VIEs because Synovus, as the holder of an equity investment at risk, does not have voting or similar rights and does not participate in the management or direct the operations of the partnerships (activities which affect the success of the partnerships). Synovus
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provides construction lending for certain of the LIHTC partnerships in which it also has an equity investment. Synovus is at risk for the amount of its equity investment plus the outstanding amount of any construction loans in excess of the fair value of the collateral for the loan but has no obligation to fund the operations or working capital of the partnerships. The general partners of these partnerships are considered the primary beneficiaries because they are charged with management responsibility which give them the power to direct the activities that most significantly impact the financial performance of the partnerships, and they are exposed to losses beyond Synovus’ equity investment. At December 31, 2013 and 2012, the aggregate carrying value of Synovus’ investments in LIHTC partnerships was $8.5 million and $10.6 million, respectively, and the cumulative amount of equity investments was $28.8 million in both 2013 and 2012. Synovus uses the equity method of accounting for these investments which are included as a component of other assets on Synovus’ consolidated balance sheet. At December 31, 2013 and 2012, Synovus had fully funded all commitments and had no further commitments to fund equity investments in LIHTC partnerships.
Historic Rehabilitation Partnerships – Synovus Bank makes equity investments as a limited partner in various partnerships which are engaged in the preservation, renovation, and rehabilitation of historic structures and the subsequent operation of those structures as commercial properties or multi-family housing. Tax credit incentives are awarded based on a percentage of certified rehabilitation costs under Section 1.48-112 of the Internal Revenue Code. The purpose of these investments is to earn a suitable return on the investment and to support community reinvestment initiatives of Synovus Bank. The activities of these historic rehabilitation partnerships are limited to preservation and rehabilitation of historic structures, and operation of those structures for leasing to commercial or residential tenants. These partnerships are generally located in southeastern communities where Synovus Bank has a banking presence and are considered VIEs because Synovus Bank, as the holder of an equity investment at risk, does not have voting or similar rights and does not participate in the management or direct the operations of the partnerships (activities which affect the success of the partnerships). Synovus Bank provides construction lending for certain of the partnerships in which it also has an equity investment. Synovus Bank is at risk for the amount of its equity investment plus the outstanding amount of any construction loans in excess of the fair value of the collateral for the loan, but has no obligation to fund the operations or working capital of the partnerships. The general partners of these partnerships are considered the primary beneficiaries because they are charged with management responsibility which give them the power to direct the activities that most significantly impact the financial performance of the partnerships, and they are exposed to losses beyond Synovus’ equity investment. At December 31, 2013 and 2012, the aggregate carrying value of Synovus’ investments in historic rehabilitation partnerships was zero and $350 thousand, respectively, and the cumulative amount of equity investments was $951 thousand and $8.0 million, respectively. Synovus uses the equity method of accounting for these investments which are included as a component of other assets on Synovus’ consolidated balance sheet. At December 31, 2013, Synovus had fully funded all commitments and had no further commitment to fund equity investments in historic rehabilitation tax credit partnerships.
Certain Commercial Loans – For certain troubled commercial loans, Synovus restructures the terms of the borrower’s debt in an effort to increase the probability of receipt of amounts contractually due. A troubled debt restructuring generally requires consideration of whether the borrowing entity is a VIE as economic events may have proven that the entity’s equity is not sufficient to permit it to finance its activities without additional subordinated financial support or a restructuring of the terms of its financing. As Synovus does not have the power to direct the activities that most significantly impact such troubled commercial borrowers’ operations, it is not considered the primary beneficiary, even in situations where, based on the size of the financing provided, Synovus is exposed to potentially significant benefits and losses of the borrowing entity. Synovus has no contractual requirements to provide financial support to the borrowing entities beyond certain funding commitments established upon restructuring of the terms of the debt that allows for preparation of the underlying collateral for sale and the borrowing entity is considered a VIE.
Note 19 - Visa Shares and Related Agreements
Synovus is a member of the Visa USA network and received shares of Visa Class B common stock in exchange for its membership interest in Visa USA in conjunction with the Visa IPO in 2008. Visa members have indemnification obligations with respect to the Covered Litigation. Visa Class B shares are subject to certain restrictions until settlement of the Covered Litigation. As of December 31, 2013, all of the Covered Litigation had not been settled. Visa has established a litigation escrow to fund settlement of the Covered Litigation. The litigation escrow is funded by proceeds from Visa's conversion of Class B shares to Class A shares.
The Visa IPO was completed in March 2008. Immediately following completion of the Visa IPO in March 2008, Visa redeemed a portion of the Class B shares of its common stock held by Visa members. Synovus recognized a pre-tax gain of $38.5 million on redemption of a portion of its Visa Class B shares. During 2008 and 2009, Synovus reduced its contingent liability for its indemnification obligation upon events of Visa's funding of the litigation escrow through conversion of Class B shares as described above.
In November 2009, Synovus sold its remaining Visa Class B shares to another Visa USA member financial institution for $51.9 million and recognized a gain on sale of $51.9 million. In conjunction with the sale, Synovus entered into a derivative contract with the purchaser which provides for settlements between the parties based upon a change in the ratio for conversion of Visa Class B shares to Visa Class A shares. The fair value of the derivative contract was $2.7 million and $3.0 million, at December
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31, 2013 and 2012. The fair value of the derivative contract is determined based on management's estimate of the timing and amount of the Covered Litigation settlement, and the resulting payments due to the counterparty under the terms of the contract.
Synovus paid settlements of approximately $9.9 million and $888 thousand to the derivative counterparty in connection with conversion rate changes in February 2012 and August 2012, respectively. The conversion rate changed each of these times in connection with Visa's deposit of funds to the litigation escrow. For the year ended December 31, 2013 and 2012, Synovus recognized indemnification charges of $1.6 million and $6.3 million, respectively.
On July 13, 2012, Visa announced that it had signed a memorandum of understanding with the class plaintiffs in the multi-district interchange litigation (MDL 1720), which obligated the parties to enter into a settlement agreement, and on October 19, 2012, Visa announced that a settlement agreement had been executed to resolve class plaintiff's claims. Among other things, the settlement agreement provides for settlement payments of approximately $6.6 billion, of which Visa's share will be approximately $4.4 billion, and further provides for distribution to class merchants of an amount equal to ten basis points of default interchange across all credit rate categories for a period of eight consecutive months, which otherwise would have been paid to card issuers and which effectively reduces credit interchange for that period of time. The eight month period began on July 29, 2013. Under the settlement agreement, class plaintiffs may opt out of the damages portion of the class settlement, and then are entitled to receive no more than 25% of the original cash payments made into the settlement fund, based on the percentage of payment card sales volume for a defined period attributable to merchants who opted out. The class administration has reported that approximately 8,000 requests to opt out of the settlement were received, some of which involved multiple merchants. A number of opt-out cases have been filed. Any of these opt-out cases which the court transfers to, or otherwise includes in, MDL 1720 will be Covered Litigation for the purposes of Visa's retrospective responsibility plan.
Management believes that the estimate of Synovus' exposure to the Visa indemnification and fees associated with the Visa Derivative is adequate based on current information, including Visa's recent announcements and disclosures. However, future developments in the litigation could require potentially significant changes to Synovus' estimate.
Note 20 - Commitments and Contingencies
In the normal course of business, Synovus enters into commitments to extend credit such as loan commitments and letters of credit to meet the financing needs of its customers. Synovus uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.
The contractual amount of these financial instruments represents Synovus' maximum credit risk should the counterparty draw upon the commitment, and should the counterparty subsequently fail to perform according to the terms of the contract. Since many of the commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements.
The carrying amount of loan commitments and letters of credit closely approximates the fair value of such financial instruments. Carrying amounts include unamortized fee income and, in some instances, allowances for any estimated credit losses from these financial instruments. These amounts are not material to Synovus' consolidated balance sheets.
Unfunded lending commitments and letters of credit at December 31, 2013 are presented below.
(in thousands) | |||
Letters of credit* | $ | 155,494 | |
Commitments to fund commercial real estate, construction, and land development loans | 1,341,994 | ||
Unused credit card lines | 922,358 | ||
Commitments under home equity lines of credit | 896,817 | ||
Commitments to fund commercial and industrial loans | 3,290,598 | ||
Other loan commitments | 140,128 | ||
Total unfunded lending commitments and letters of credit | $ | 6,747,389 | |
*Represents the contractual amount net of risk participations of $116 million.
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Lease Commitments
Synovus and its subsidiaries have entered into long-term operating leases for various facilities and equipment. Management expects that as these leases expire they will be renewed or replaced by similar leases based on need.
At December 31, 2013, minimum rental commitments under all such non-cancelable leases for the next five years and thereafter are presented below.
(in thousands) | |||
2014 | $ | 23,776 | |
2015 | 22,581 | ||
2016 | 21,626 | ||
2017 | 20,147 | ||
2018 | 18,476 | ||
Thereafter | 191,657 | ||
Total | $ | 298,263 | |
Rental expense on facilities was $31.5 million, $32.1 million, and $31.6 million for the years ended December 31, 2013, 2012, and 2011, respectively.
Repurchase Obligations for Mortgage Loans Originated for Sale
The majority of mortgage loans originated by Synovus are sold to third-party purchasers on a servicing released basis, without recourse, or continuing involvement (Synovus does not retain the servicing rights). These loans are originated and underwritten internally by Synovus personnel and are primarily to borrowers in Synovus’ geographic market footprint. These sales are typically effected as non-recourse loan sales to GSEs and non-GSE purchasers.
Each GSE and non-GSE purchaser has specific guidelines and criteria for sellers of loans, and the risk of credit loss with regard to the principal amount of the loans sold is generally transferred to the purchasers upon sale. The purchase agreements require Synovus to make certain representations and warranties regarding the existence and sufficiency of file documentation and the absence of fraud by borrowers or other third parties such as appraisers in connection with obtaining the loan. If it is determined that loans sold were in breach of these representations or warranties, Synovus has obligations to either repurchase the loan at the unpaid principal balance and related investor fees or make the purchaser whole for the economic benefits of the loan.
To date, repurchase activity pursuant to the terms of these representations and warranties has been minimal and has primarily been associated with loans originated from 2005 through 2008. From January 1, 2005 through December 31, 2013, Synovus Mortgage originated and sold approximately $7.9 billion of first lien GSE eligible mortgage loans and approximately $3.4 billion of first and second lien non-GSE eligible mortgage loans. The total expense pertaining to losses from repurchases of mortgage loans previously sold, including amounts accrued in accordance with ASC 450, was $1.7 million, $6.7 million, and $4.1 million for the years ended December 31, 2013, 2012, and 2011, respectively. The total accrued liability related to mortgage repurchase claims was $4.1 million and $5.2 million, at December 31, 2013 and 2012, respectively.
Mortgage Loan Foreclosure Practices
At December 31, 2013 and December 31, 2012, Synovus had $3.11 billion and $2.95 billion, respectively of home equity and consumer mortgage loans which are secured by first and second liens on residential properties. Of this amount, approximately $992 million and $922 million, respectively, consists of mortgages relating to properties in Florida and South Carolina which are states in which foreclosures proceed through the courts. To date, foreclosure activity in the home equity and consumer mortgage loan portfolio has been low. Any foreclosures on these loans are handled by designated Synovus personnel and external legal counsel, as appropriate, following established policies regarding legal and regulatory requirements. Based on information currently available, management believes that it does not have significant exposure to faulty foreclosure practices.
Note 21 - Legal Proceedings
Synovus carefully examines and considers each legal matter, and, in those situations where Synovus determines that a particular legal matter presents loss contingencies that are both probable and reasonably estimable, Synovus establishes an appropriate accrual. An event is considered to be probable if the future event is likely to occur. While the final outcome of any legal proceeding is inherently uncertain, based on the information currently available, advice of counsel and available insurance coverage, management believes that the amounts accrued with respect to legal matters as of December 31, 2013 are adequate. The actual costs of resolving legal claims may be higher or lower than the amounts accrued.
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In addition, where Synovus determines that there is a reasonable possibility of a loss in respect of legal matters, including those legal matters described below, Synovus considers whether it is able to estimate the total reasonably possible loss or range of loss. An event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely.” An event is “remote” if “the chance of the event or future event occurring is more than slight but less than reasonably possible." In many situations, Synovus may be unable to estimate reasonably possible losses due to the preliminary nature of the legal matters, as well as a variety of other factors and uncertainties. For those legal matters where Synovus is able to estimate a range of reasonably possible losses, management currently estimates the aggregate range from our outstanding litigation, including, without limitation, the matters described below, is from zero to $25 million in excess of the amounts accrued, if any, related to those matters. This estimated aggregate range is based upon information currently available to Synovus, and the actual losses could prove to be higher. As there are further developments in these legal matters, Synovus will reassess these matters, and the estimated range of reasonably possible losses may change as a result of this assessment. Based on Synovus' current knowledge and advice of counsel, management presently does not believe that the liabilities arising from these legal matters will have a material adverse effect on Synovus' consolidated financial condition, results of operations or cash flows. However, it is possible that the ultimate resolution of these legal matters could have a material adverse effect on Synovus' results of operations for any particular period.
Synovus intends to vigorously pursue all available defenses to these legal matters, but will also consider other alternatives, including settlement, in situations where there is an opportunity to resolve such legal matters on terms that Synovus considers to be favorable, including in light of the continued expense and distraction of defending such legal matters. Synovus also maintains insurance coverage, which may (or may not) be available to cover legal fees, or potential losses that might be incurred in connection with the legal matters described below. The above-noted estimated range of reasonably possible losses does not take into consideration insurance coverage which may or may not be available for the respective legal matters.
Securities Class Action
On July 7, 2009, the City of Pompano Beach General Employees' Retirement System filed suit against Synovus, and certain of Synovus' current and former officers, in the United States District Court, Northern District of Georgia (Civil Action File No. 1:09-CV-1811) (the “Securities Class Action”); and on June 11, 2010, Lead Plaintiffs, the Labourers' Pension Fund of Central and Eastern Canada and the Sheet Metal Workers' National Pension Fund, filed an amended complaint alleging that Synovus and the named individual defendants misrepresented or failed to disclose material facts that artificially inflated Synovus' stock price in violation of the federal securities laws. Lead Plaintiffs' allegations are based on purported exposure to Synovus' lending relationship with the Sea Island Company and the impact of such alleged exposure on Synovus' financial condition. Lead Plaintiffs in the Securities Class Action seek damages in an unspecified amount. On May 19, 2011, the Court ruled that the amended complaint failed to satisfy the mandatory pleading requirements of the Private Securities Litigation Reform Act. The Court also ruled that Lead Plaintiffs would be allowed the opportunity to submit a further amended complaint. Lead Plaintiffs served their second amended complaint on June 27, 2011. Defendants filed a Motion to Dismiss that complaint on July 27, 2011. On March 22, 2012, the Court granted in part and denied in part that Motion to Dismiss. On April 19, 2012, the Defendants filed a motion requesting that the Court reconsider its March 22, 2012 order. On September 26, 2012, the Court issued a written order denying the Motion for Reconsideration. Defendants filed their answer to the second amended complaint on May 21, 2012. On March 7, 2013, the Court granted Lead Plaintiffs' motion for class certification. On May 23, 2013, the 11th Circuit Court of Appeals granted Defendants permission to appeal the District Court’s certification of the class. On October 4, 2013, the Lead Plaintiffs and the Defendants reached a settlement-in-principle to settle the Securities Class Action. Under the settlement-in-principle, the Defendants shall cause to be paid $11.8 million (the “Securities Class Action Settlement Payment”) in exchange for broad releases, dismissal with prejudice of the Securities Class Action and other material and customary terms and conditions. Synovus expects that, subject to execution of an appropriate release of the Defendants’ insurance carriers and other customary acknowledgments by the Defendants, the Securities Class Action Settlement Payment will be fully covered by insurance. There can be no assurance that the settlement-in-principle will be approved by the District Court. In the event the settlement-in-principle of the Securities Class Action is not approved by the District Court and finally settled, Synovus and the individually named defendants collectively intend to vigorously defend themselves against the Securities Class Action.
Overdraft Litigation
Posting Order Litigation
On September 21, 2010, Synovus, Synovus Bank and CB&T were named as defendants in a putative multi-state class action relating to the manner in which Synovus Bank charges overdraft fees to customers. The case, Childs et al. v. Columbus Bank and Trust et al., was filed in the Northern District of Georgia, Atlanta Division, and asserts claims for breach of contract and breach of the covenant of good faith and fair dealing, unconscionability, conversion and unjust enrichment for alleged injuries suffered by plaintiffs as a result of Synovus Bank's assessment of overdraft charges in connection with its POS/debit and automated-teller machine cards allegedly resulting from the sequence used to post payments to the plaintiffs' accounts. On October 25, 2010, the Childs case was transferred to a multi-district proceeding in the Southern District of Florida. In Re: Checking Account Overdraft Litigation, MDL No. 2036. Plaintiffs amended their complaint on October 21, 2011. The Synovus entities filed a motion to dismiss
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the amended complaint on November 22, 2011. On July 26, 2012, the court denied the motion as to Synovus and Synovus Bank, but granted the motion as to CB&T. Synovus and Synovus Bank filed their answer to the amended complaint on September 24, 2012. The case is currently in discovery.
Assertion of Overdraft Fees as Interest Litigation
Synovus Bank was also named as a defendant in a putative state-wide class action in which the plaintiffs allege that overdraft fees charged to customers constitute interest and, as such, are usurious under Georgia law. The case, Griner et. al. v. Synovus Bank, et. al. was filed in Gwinnett County State Court (State of Georgia) on July 30, 2010, and asserts claims for usury, conversion and money had and received for alleged injuries suffered by the plaintiffs as a result of Synovus Bank's assessment of overdraft charges in connection with its POS/debit and automated-teller machine cards used to access customer accounts. Plaintiffs contend that such overdraft charges constitute interest and are therefore subject to Georgia usury laws. Synovus Bank contends that such overdraft charges constitute non-interest fees and charges under both federal and Georgia law and are otherwise exempt from Georgia usury limits. On September 1, 2010, Synovus Bank removed the case to the United States District Court for the Northern District of Georgia, Atlanta Division. The plaintiffs filed a motion to remand the case to state court. On July 22, 2011, the federal court entered an order granting plaintiffs' motion to remand the case to the Gwinnett County State Court. Synovus Bank subsequently filed a motion to dismiss. On February 22, 2012, the state court entered an order denying the motion to dismiss. On March 1, 2012, the state court signed and entered a certificate of immediate review thereby permitting Synovus Bank to petition the Georgia Court of Appeals for a discretionary appeal of the denial of the motion to dismiss. On March 12, 2012, Synovus Bank filed its application for interlocutory appeal with the Georgia Court of Appeals. On April 3, 2012, the Georgia Court of Appeals granted Synovus Bank's application for interlocutory appeal of the state court's order denying Synovus Bank's motion to dismiss. On April 11, 2012, Synovus Bank filed its notice of appeal. Oral arguments were heard in the case on September 19, 2012. On March 28, 2013, the Georgia Court of Appeals entered an order affirming the denial of Synovus Bank's motion to dismiss and remanding the case back to the State Court of Gwinnett County for further proceedings. On April 8, 2013, Synovus Bank filed a motion requesting that the Court of Appeals reconsider its March 28, 2013 order. On April 11, 2013, the Court of Appeals entered an order denying Synovus Bank's motion for reconsideration. On April 19, 2013, Synovus Bank filed a notice of its intent to petition the Supreme Court of Georgia for a writ of certiorari. On May 1, 2013, Synovus Bank filed a petition for writ of certiorari with the Supreme Court of Georgia. On October 7, 2013, the Supreme Court of Georgia accepted certiorari and vacated the March 28, 2013 order of the Georgia Court of Appeals instanter with direction that the Court of Appeals remand the case to the trial court for further consideration in light of the effect, if any, of the July 3, 2013 Declaratory Order issued by the Georgia Department of Banking and Finance, which declares that to provide parity with national banks, overdraft fees imposed by state-chartered banks in connection with deposit accounts are not subject to Georgia’s usury laws. The trial court held a hearing for consideration of this issue on November 21, 2013, and a decision is pending.
On February 3, 2014, the Gwinnett County State Court (State of Georgia) issued an order preliminarily approving the proposed settlement (the “Griner Settlement”) by and among Synovus Financial Corp. and Synovus Bank (collectively referred to herein as “Synovus”), and the plaintiffs in the Griner case. Under the terms of the Griner Settlement, Synovus has agreed to (1) establish a fund to pay eligible class member claims and (2) pay an agreed-upon amount of fees to counsel for the plaintiffs in the Griner Overdraft Litigation. In exchange, each purported class member in the Overdraft Litigation will give Synovus a full and final general release of all claims alleged or that could be alleged in the Overdraft Litigation.
Note 22 - Employment Expenses and Benefit Plans
For the year ended December 31, 2013, Synovus provided a 100% matching contribution on the first 4% of eligible employee 401(k) contributions for a total annual contribution of $9.1 million. For the years ended December 31, 2012 and 2011, Synovus did not make contributions to the 401(k) plan. Prior to 2013, Synovus had three separate non-contributory retirement and benefit plans consisting of money purchase pension, profit sharing, and 401(k) plans; these plans covered all eligible employees. Annual discretionary contributions to these plans were previously set each year by the CEO, but could not exceed amounts allowable as a deduction for federal income tax purposes. Effective January 1, 2013, Synovus made changes to the 401(k) plan and froze the money purchase pension plan; the money purchase pension plan was merged into the profit sharing plan on July 1, 2013. Synovus made an aggregate contribution for eligible employees to the money purchase pension plan of 3.0% of eligible salaries for the year ended December 31, 2012 and 3.0% of eligible salaries for the year ended December 31, 2011. The expense recorded for the years ended 2012 and 2011 was approximately $7.1 million and $7.4 million, respectively. For the years ended December 31, 2013, 2012, and 2011, Synovus did not make contributions to the profit sharing plan.
For the year ended December 31, 2013, Synovus had a stock purchase plan for directors and employees whereby Synovus made contributions equal to 15% of every $1 of employee and director voluntary contributions according to the years of service schedule, subject to certain maximum contribution limitations. Prior to 2013, Synovus made contributions equal to one-half of employee and director investments. The funds are used to purchase outstanding shares of Synovus Common Stock. Synovus recorded as expense $955 thousand, $4.1 million, and $4.6 million for contributions to these plans in 2013, 2012, and 2011, respectively.
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Synovus has entered into salary continuation agreements with certain employees for past and future services which provide for current compensation in addition to salary in the form of deferred compensation payable at retirement or in the event of death, total disability, or termination of employment. The aggregate cost of these salary continuation plans and associated agreements is not material to the consolidated financial statements.
Note 23 - Share-based Compensation
General Description of Share-based Plans
Synovus has a long-term incentive plan under which the Compensation Committee of the Board of Directors has the authority to grant share-based awards to Synovus employees. On April 25, 2013, the Synovus shareholders approved the 2013 Omnibus Plan, replacing the 2007 Omnibus Plan. The 2013 Omnibus Plan authorizes 60,000,000 common share equivalents available for grant, where grants of options count as one share equivalent and grants of full value awards (e.g., restricted share units, market restricted share units) count as 2 share equivalents. Any restricted share units that are forfeited and options that expire unexercised will again become available for issuance under the Plan. At December 31, 2013, Synovus had a total of 57,126,291 shares of its authorized but unissued Common Stock reserved for future grants under the 2013 Omnibus Plan. The Plan permits grants of share-based compensation including stock options, non-vested shares, and restricted share units. The grants generally include vesting periods ranging from two to five years and contractual terms of ten years. Stock options are granted at exercise prices which equal the fair market value of a share of common stock on the grant-date. Synovus has historically issued new shares to satisfy share option exercises and share unit conversions. Dividend equivalents are paid on outstanding restricted share units in the form of additional restricted share units that vest over the same vesting period or the vesting period left on the original restricted share unit grant.
During 2013, Synovus granted 1,488,620 restricted share units to key employees and non-employee directors. Synovus also granted 283,584 market restricted share units to senior management during 2013. The restricted share units and the market restricted share units contain a service-based vesting period of three years with most awards vesting pro-rata over three years and some awards vesting at the end of three years. The weighted average grant-date fair value of the awarded restricted share units and market restricted share units was $2.80 and $3.49, respectively. During 2013, Synovus also granted 6,003,250 stock options with a weighted average exercise price of $2.52 and service-based vesting pro-rata over three years. During 2012, Synovus awarded an aggregate amount of 3,330,293 restricted share units. The majority of the awards contain a service-based vesting period of three years with some awards vesting at the end of three years and some awards vesting pro-rata over three years. The weighted average grant-date fair value of the awarded restricted share units in 2012 was $2.07 per share. During 2012, Synovus also granted 4,586,666 stock options with a weighted average exercise price of $2.05 and service-based vesting pro-rata over three years. During 2011, Synovus granted 3,815,942 restricted share units with a weighted average grant-date fair value of $2.65 and a service-based vesting period of two years.
Share-based Compensation Expense
Synovus’ share-based compensation costs associated with employee grants are recorded as a component of salaries and other personnel expense in the consolidated statements of income. Share-based compensation costs associated with grants made to non-employee directors of Synovus are recorded as a component of other operating expenses. Share-based compensation expense for service-based awards is recognized net of estimated forfeitures for plan participants on a straight-line basis over the vesting period. Total share-based compensation expense was $7.5 million, $9.4 million, and $6.0 million for 2013, 2012, and 2011, respectively. The total income tax benefit recognized in the consolidated statements of income for share-based compensation arrangements was approximately $2.9 million for 2013 and $3.6 million for 2012. No income tax benefit was recognized in the consolidated statements of income for share-based compensation arrangements for 2011. No share-based compensation costs have been capitalized for the years ended December 31, 2013, 2012, and 2011.
As of December 31, 2013, unrecognized compensation cost related to the unvested portion of share-based compensation arrangements involving shares of Synovus stock was approximately $12.4 million.
Stock Options
The fair value of stock option grants used in measuring compensation expense was determined using the Black-Scholes option pricing model with the following weighted-average assumptions.
2013 | 2012 | 2011 | ||||||
Risk-free interest rate | 1.11 | % | 1.23 | % | NA | |||
Expected stock price volatility | 50.0 | 65.0 | NA | |||||
Dividend yield | 1.6 | 2.0 | NA | |||||
Expected life of options | 6.0 years | 6.0 years | NA | |||||
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The expected volatility for awards granted in 2013 was based on Synovus' historical and implied volatility. The expected volatility for awards granted in 2012 was based on Synovus’ historical stock price volatility. The expected life for stock options granted during 2013 and 2012 was calculated using the “simplified” method as prescribed by SAB No. 110. The weighted average grant-date fair value of stock options granted in 2013 and 2012 was $1.03.
A summary of stock option activity and changes during the years ended December 31, 2013, 2012, and 2011 is presented below.
Stock Options | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Shares | Weighted-Average Exercise Price | Shares | Weighted-Average Exercise Price | Shares | Weighted-Average Exercise Price | |||||||||||||||
Outstanding at beginning of year | 19,289,705 | $ | 8.40 | 17,886,318 | $ | 10.63 | 21,723,381 | $ | 10.81 | |||||||||||
Options granted | 6,003,250 | 2.52 | 4,586,666 | 2.05 | — | — | ||||||||||||||
Options exercised | (455,767 | ) | 2.47 | — | — | — | — | |||||||||||||
Options forfeited | (364,075 | ) | 2.35 | (174,842 | ) | 2.38 | (471,386 | ) | 10.72 | |||||||||||
Options expired | (1,932,345 | ) | 8.98 | (3,008,437 | ) | 12.36 | (3,365,677 | ) | 11.75 | |||||||||||
Options outstanding at end of year | 22,540,768 | $ | 7.00 | 19,289,705 | $ | 8.40 | 17,886,318 | $ | 10.63 | |||||||||||
Options exercisable at end of year | 13,994,362 | $ | 9.82 | 13,296,595 | $ | 10.94 | 14,365,773 | $ | 12.06 | |||||||||||
The aggregate intrinsic value for outstanding stock options at December 31, 2013 was $14.9 million and the aggregate intrinsic value for options exercisable at December 31, 2013 was $4.4 million. As of December 31, 2013, the weighted average remaining contractual life was 5.37 years for options outstanding and 3.26 years for options exercisable.
The intrinsic value of stock options exercised during the year ended December 31, 2013 was $367 thousand. The total grant date fair value of stock options vested during 2013, 2012, and 2011 was $4.3 million, $2.9 million, and $1.5 million, respectively. At December 31, 2013, total unrecognized compensation cost related to non-vested stock options was approximately $5.6 million. This cost is expected to be recognized over a weighted-average remaining period of 1.43 years.
Restricted Share Units and Market Restricted Share Units
Compensation expense is measured based on the grant date fair value of restricted share units and market restricted share units. The fair value of restricted share units is equal to the market price of Common Stock on the grant date. The fair value of market restricted share units granted during 2013 was estimated on the date of grant using a Monte Carlo simulation model with the following assumptions: risk-free interest rate of 0.63%, expected stock price volatility of 40%, dividend yield of 1.19%, and a simulation period of 3 years. The expected volatility was based on Synovus' historical and implied volatility. The Monte Carlo model estimates fair value based on 100,000 simulations of future share price using a stochastic model of stock price behavior. The weighted-average grant-date fair value of restricted share units granted during 2013 was $2.80 and the grant date fair value of the market restricted share units granted during 2013 was $3.49. The weighted-average grant-date fair value of restricted share units granted during 2012 was $2.07 and the weighted-average grant date fair value of restricted share units granted during 2011 was $2.65. The total fair value of restricted share units vested during 2013, 2012, and 2011 was $9.8 million, $3.5 million, and $356 thousand, respectively. The total fair value of restricted share units vested during 2013 of $9.8 million included $5.0 million from restricted share units that vested upon repayment of Synovus' Series A Preferred Stock on July 26, 2013.
Synovus granted 283,584 market restricted share units to senior management during the year ended December 31, 2013 with a grant date fair value of $3.49. The number of market restricted share units that will ultimately vest ranges from 75% to 125% of target based on Synovus' total shareholder return. At December 31, 2013, total unrecognized compensation cost related to market restricted share units was approximately $990 thousand with a weighted average remaining period of 1.50 years.
A summary of restricted share units outstanding and changes during the years ended December 31, 2013, 2012, and 2011 is presented below (excluding market restricted share units described above).
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Restricted Share Units | Share Units | Weighted-Average Grant-date Fair Value | ||||
Outstanding at January 1, 2011 | 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 | ||||
Granted | 1,488,620 | 2.80 | ||||
Dividend equivalents granted | 74,820 | 3.00 | ||||
Vested | (3,816,081 | ) | 2.56 | |||
Forfeited | (118,599 | ) | 2.07 | |||
Outstanding at December 31, 2013 | 4,071,739 | $ | 2.34 | |||
As of December 31, 2013, total unrecognized compensation cost related to the foregoing restricted share units was approximately $5.8 million. This cost is expected to be recognized over a weighted-average remaining period of 1.54 years.
During 2013 and 2012, Synovus also granted 490,102 and 770,573, respectively, salary stock units to senior management, which vested and were expensed immediately upon grant. Compensation expense is initially determined based on the number of salary stock units granted and the market price of Common Stock at the grant date. Subsequent to the grant date, compensation expense is recorded for changes in Common Stock market price. The total fair value of salary stock units granted during 2013 and 2012 was $1.8 million and $1.9 million, respectively. Additionally, Synovus recorded compensation expense of $200 thousand during 2013 related to salary stock units granted during 2012 that were settled on February 15, 2013. The salary stock units granted during 2013 are classified as liabilities and were settled in cash on January 15, 2014.
Cash received from option exercises of Common Stock for the year ended December 31, 2013 was $1.0 million. Cash paid for taxes due on vesting of employee restricted share units where restricted share units were withhold to cover taxes was $3.6 million for the year ended December 31, 2013.
During 2013, Synovus recognized a net tax benefit of $317 thousand associated with vesting of restricted share units and expired stock options to additional paid-in capital within shareholders' equity. During 2012, Synovus recognized a tax deficiency of $715 thousand associated with vesting of restricted share units and expired stock options to additional paid-in capital within shareholders' equity. During 2011, Synovus recorded a tax deficiency of $677 thousand associated with vesting of non-vested shares and restricted share units and expired stock options to the deferred tax asset valuation allowance. Synovus' future stock price will determine if a tax benefit is realized on outstanding stock options. If a tax benefit is not realized on outstanding stock options then the deferred tax asset associated with the outstanding stock options will be reduced with a corresponding tax deficiency recorded to additional paid-in capital.
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The following table provides aggregate information regarding grants under all Synovus equity compensation plans through December 31, 2013.
Plan Category(1) | (a) Number of securities to be issued upon vesting of restricted share units | (b) Number of securities to be issued upon exercise of outstanding options | (c) Weighted-average exercise price of outstanding options in column (b) | (d) Number of shares remaining available for issuance excluding shares reflected in columns (a) and (b) | ||||||||||
Shareholder approved equity compensation plans for shares of Synovus stock | 4,071,739 | 22,437,168 | $ | 6.96 | 57,126,291 | (2) | ||||||||
Non-shareholder approved equity compensation plans | — | — | — | — | ||||||||||
Total | 4,071,739 | 22,437,168 | $ | 6.96 | 57,126,291 | |||||||||
(1) Does not include information for equity compensation plans assumed by Synovus in mergers. A total of 103,600 shares of Common Stock were issuable upon exercise of options granted under plans assumed in mergers and outstanding at December 31, 2013. The weighted average exercise price of all options granted under plans assumed in mergers and outstanding at December 31, 2013 was $8.53. Synovus cannot grant additional awards under these assumed plans.
(2) Includes 57,126,291 shares available for future grants as share awards under the 2013 Omnibus Plan.
Note 24 - Income Taxes
The components of income tax (benefit) expense from continuing operations for the years ended December 31, 2013, 2012, and 2011 are presented below:
(in thousands) | 2013 | 2012 | 2011 | ||||||
Current | |||||||||
Federal | $ | 5,460 | 2,831 | (99 | ) | ||||
State | (2,630 | ) | (6,885 | ) | 1,768 | ||||
Total current income tax expense (benefit) | 2,830 | (4,054 | ) | 1,669 | |||||
Deferred | |||||||||
Federal | 78,870 | (666,242 | ) | 535 | |||||
State | 11,545 | (128,436 | ) | (892 | ) | ||||
Total deferred income tax expense (benefit) | 90,415 | (794,678 | ) | (357 | ) | ||||
Total income tax expense (benefit) | $ | 93,245 | (798,732 | ) | 1,312 | ||||
Income tax expense (benefit) does not reflect the tax effects of unrealized gains (losses) on investment securities available for sale, unrealized gains (losses) on cash flow hedges, and amortization of post-retirement unfunded health benefits. This information is presented in the Consolidated Statements of Comprehensive Income (Loss).
Income tax effects for items that were charged or credited directly to shareholders' equity consisted of an increase of $317 thousand and a decrease of $715 thousand for the years ended December 31, 2013 and 2012, respectively, relating to share-based compensation transactions. There were no such items for 2011.
Income tax expense (benefit) as shown in the Consolidated Statements of Income differed from the amounts computed by applying the U.S. federal income tax rate of 35% to income (loss) before income taxes. A reconciliation of the differences for the years ended December 31, 2013, 2012 and 2011 is shown below:
Years Ended December 31, | |||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||
Income tax expense (benefit) at statutory federal income tax rate | $ | 88,420 | 11,017 | (20,836 | ) | ||||
Increase (decrease) resulting from: | |||||||||
State income tax expense (benefit), net of federal income tax effect | 9,877 | (3,935 | ) | (3,084 | ) | ||||
Tax-exempt income | (1,407 | ) | (2,026 | ) | (2,316 | ) | |||
Tax credits | (1,473 | ) | (1,558 | ) | (1,461 | ) | |||
Cash surrender value of life insurance | (2,932 | ) | (2,907 | ) | (2,911 | ) | |||
Change in valuation allowance, federal and state | (4,083 | ) | (802,771 | ) | 31,844 | ||||
Other, net | 4,842 | 3,448 | 76 | ||||||
Total income tax expense (benefit) | $ | 93,245 | (798,732 | ) | 1,312 | ||||
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The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities at December 31, 2013 and 2012 are presented below.
(in thousands) | 2013 | 2012 | ||||
Deferred tax assets | ||||||
Net operating loss carryforwards | $ | 510,350 | 590,938 | |||
Allowance for loan losses | 136,510 | 179,916 | ||||
Tax credit carryforwards | 45,767 | 44,563 | ||||
Deferred revenue | 15,474 | 12,253 | ||||
Share-based compensation | 12,414 | 13,303 | ||||
Net unrealized losses on investment securities available for sale | 9,776 | — | ||||
Other | 48,852 | 27,990 | ||||
Total gross deferred tax assets | 779,143 | 868,963 | ||||
Less valuation allowance | (14,575 | ) | (18,658 | ) | ||
Total deferred tax assets | 764,568 | 850,305 | ||||
Deferred tax liabilities | ||||||
Excess tax over financial statement depreciation | (8,210 | ) | (13,945 | ) | ||
Ownership interest in partnership | (5,961 | ) | (2,721 | ) | ||
Net unrealized gains on investment securities available for sale | — | (19,051 | ) | |||
Other | (5,751 | ) | (8,182 | ) | ||
Total gross deferred tax liabilities | (19,922 | ) | (43,899 | ) | ||
Net deferred tax asset | $ | 744,646 | 806,406 | |||
The net decrease in the valuation allowance for the years ended December 31, 2013 and 2012 was $4.1 million and $802.8 million, respectively. The net decrease in the valuation allowance for the year ended December 31, 2013 is due to the Company's election to file, in one of its states of operation, a consolidated state income tax return. The net addition to the valuation allowance for the year ended December 31, 2011 was $31.8 million.
Management assesses the valuation allowance recorded against deferred tax assets at each reporting period. The determination of whether a valuation allowance for deferred tax assets is appropriate is subject to considerable judgment and requires an evaluation of all the positive and negative evidence. During 2009, the Company established a valuation allowance for substantially all of its deferred tax assets, primarily due to the realization of significant losses, significant credit deterioration, and negative trending in asset quality and uncertainty regarding the amount of future taxable income that the Company could forecast.
At December 31, 2012, the Company remained in a three-year cumulative loss position, which represented significant negative evidence. However, based on the assessment of all the positive and negative evidence, management concluded that it was more likely than not that $806.4 million of the net deferred tax assets would be realized based upon future taxable income, and therefore reversed $802.8 million of the valuation allowance. The valuation allowance of $18.7 million at December 31, 2012 was related to specific state income tax credits and specific state NOL carryforwards that have various expiration dates through the tax year 2018 and 2027, respectively, and were expected to expire before they could be utilized.
The positive evidence at December 31, 2012 included the Company's significantly improved credit risk profile, the continued improving trends in credit quality, continued profitability in recent quarters, credit risk policy enhancements which reduce exposure to credit risk through concentration limits by loan type, exposure limits to single borrowers, among others, record of long-term positive earnings prior to the most recent economic downturn, the Company's strong capital position, as well as sufficient amounts of projected future taxable income, of the appropriate character, to support the realization of $806.4 million of the Company's net deferred tax asset at December 31, 2012.
At December 31, 2013, the Company is no longer in a three-year cumulative loss position; accordingly, it no longer has this negative evidence to consider when evaluating the realization of its deferred tax assets. Positive evidence supporting the realization of the Company’s deferred tax assets at December 31, 2013 includes an increase in taxable income in 2013 vs. 2012, continued improvement in credit quality, an additional year under the enhanced credit risk policy which reduces exposure to credit risk through concentration limits by loan type, exposure limits to single borrowers, among others, record of long-term positive earnings prior to the most recent economic downturn, the Company’s strong capital position, as well as sufficient amounts of projected future taxable income, of the appropriate character, to support the realization of $744.6 million of the Company’s net deferred tax asset at December 31, 2013. The Company expects to realize its net deferred tax asset of $744.6 million at December 31, 2013 through the reversal of existing taxable temporary differences and projected future taxable income. The valuation allowance of
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$14.6 million at December 31, 2013 relates to specific state income tax credits that have various expiration dates through the tax year 2023, and are expected to expire before they can be realized.
Synovus expects to realize substantially all of the $744.6 million in net deferred tax assets well in advance of the statutory carryforward period. At December 31, 2013, $203.0 million of existing deferred tax assets are not related to net operating losses or credits and therefore, have no expiration dates. $445.7 million of the remaining deferred tax assets relate to federal net operating losses which expire in years beginning in 2028 through 2032. Additionally, $64.7 million of the deferred tax assets relate to state net operating losses which will expire in installments annually through the tax year 2033. Tax credit carryforwards at December 31, 2013 include federal alternative minimum tax credits totaling $21.3 million which have an unlimited carryforward period. Other federal and state tax credits at December 31, 2013 total $24.5 million and have expiration dates through the tax year 2033.
Federal and state NOL and tax credit carryforwards as of December 31, 2013 are summarized in the following table.
Tax Carryforwards | As of December 31, 2013 | ||||||||||
(in thousands) | Expiration Dates | Deferred Tax Asset Balance | Valuation Allowance | Net Deferred Tax Asset Balance | |||||||
Net operating losses - federal | 2028-2032 | $ | 445,675 | — | 445,675 | ||||||
General business credits - federal | 2028-2033 | 9,297 | — | 9,297 | |||||||
Net operating losses - states | 2013-2017 | 37 | — | 37 | |||||||
Net operating losses - states | 2018-2022 | — | — | — | |||||||
Net operating losses - states | 2023-2027 | 4,074 | — | 4,074 | |||||||
Net operating losses - states | 2028-2033 | 60,563 | — | 60,563 | |||||||
Other credits - states | 2014-2017 | 12,307 | (11,752 | ) | 555 | ||||||
Other credits - states | 2018-2023 | 2,899 | (2,823 | ) | 76 | ||||||
Alternative minimum tax credits - federal | None | $ | 21,264 | — | 21,264 | ||||||
The valuation allowance could fluctuate in future periods based on the assessment of the positive and negative evidence. Management's conclusion at December 31, 2013 that it is more likely than not that the net deferred tax assets of $744.6 million will be realized is based upon management's estimate of future taxable income. Management's estimate of future taxable income is based on internal projections which consider historical performance, various internal estimates and assumptions, as well as certain external data, all of which management believes to be reasonable, although inherently subject to significant judgment. If actual results differ significantly from the current estimates of future taxable income, even if caused by adverse macro-economic conditions, the valuation allowance may need to be increased. Such an increase to the deferred tax asset valuation allowance could have a material adverse effect on Synovus' financial condition and results of operations.
Synovus is subject to income taxation in the United States and various state jurisdictions. Synovus' federal income tax return is filed on a consolidated basis, while state income tax returns are filed on both a consolidated and separate entity basis. Currently, there are no years for which Synovus filed a federal income tax return that are under examination by the IRS; likewise, the Company is not currently subject to any state income tax examinations. Synovus is no longer subject to income tax examinations by the IRS for years before 2009, and excluding certain limited exceptions, Synovus is no longer subject to income tax examinations by state and local income tax authorities for years before 2009. Although Synovus is unable to determine the ultimate outcome of current and future examinations, Synovus believes that the liability recorded for uncertain tax positions is adequate.
A reconciliation of the beginning and ending amount of unrecognized income tax benefits is as follows (unrecognized state income tax benefits are not adjusted for the federal income tax impact).
Years Ended December 31, | ||||||
(in thousands) | 2013 | 2012 | ||||
Balance at January 1, | $ | 1,120 | 5,985 | |||
Additions based on income tax positions related to current year | — | 227 | ||||
Additions for income tax positions of prior years | 224 | 175 | ||||
Deductions for income tax positions of prior years | (238 | ) | (2,774 | ) | ||
Statute of limitation expirations | (194 | ) | (1,068 | ) | ||
Settlements | — | (1,425 | ) | |||
Balance at December 31, | $ | 912 | 1,120 | |||
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Accrued interest and penalties related to unrecognized income tax benefits are included as a component of income tax expense (benefit). Accrued interest and penalties on unrecognized income tax benefits totaled $163 thousand and $109 thousand as of January 1 and December 31, 2013, respectively. Unrecognized income tax benefits as of January 1 and December 31, 2013 that, if recognized, would affect the effective income tax rate totaled $834 thousand and $663 thousand (net of the federal benefit on state income tax issues), respectively, which includes interest and penalties of $106 thousand and $71 thousand, respectively. Synovus expects that $162 thousand of uncertain income tax positions will be either settled or resolved during the next twelve months.
Note 25 - Condensed Financial Information of Synovus Financial Corp. (Parent Company only)
Condensed Balance Sheets | ||||||
December 31, | ||||||
(in thousands) | 2013 | 2012 | ||||
Assets | ||||||
Cash due from bank subsidiary | $ | 194,175 | 360,426 | |||
Funds due from other depository institutions(1) | 21,712 | 21,712 | ||||
Investment in consolidated bank subsidiary, at equity | 3,220,000 | 3,728,704 | ||||
Net accumulated deficit in consolidated nonbank subsidiaries, at equity(2) | (237,355 | ) | (208,183 | ) | ||
Notes receivable from nonbank subsidiaries | 438,168 | 443,935 | ||||
Other assets | 129,781 | 104,848 | ||||
Total assets | $ | 3,766,481 | 4,451,442 | |||
Liabilities and Shareholders' Equity | ||||||
Liabilities: | ||||||
Long-term debt | $ | 765,307 | 841,667 | |||
Other liabilities | 52,189 | 40,344 | ||||
Total liabilities | 817,496 | 882,011 | ||||
Shareholders’ equity: | ||||||
Series A Preferred Stock | — | 957,327 | ||||
Series C Preferred Stock | 125,862 | — | ||||
Common stock | 978,045 | 792,273 | ||||
Additional paid-in capital | 2,138,024 | 2,189,874 | ||||
Treasury stock | (114,176 | ) | (114,176 | ) | ||
Accumulated other comprehensive (loss) income | (41,258 | ) | 4,101 | |||
Accumulated deficit | (137,512 | ) | (259,968 | ) | ||
Total shareholders’ equity | 2,948,985 | 3,569,431 | ||||
Total liabilities and shareholders’ equity | $ | 3,766,481 | 4,451,442 | |||
(1) Restricted as to withdrawal.
(2) Includes non-bank subsidiary formed during 2008 that has incurred credit losses, including losses on the disposition of non-performing assets.
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Condensed Statements of Income | |||||||||
Years Ended December 31, | |||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||
Income | |||||||||
Cash dividends received from Synovus Bank | $ | 680,000 | — | — | |||||
Interest income | 15,366 | 18,424 | 30,057 | ||||||
Other income | (2,374 | ) | 11,343 | (141 | ) | ||||
Total income | 692,992 | 29,767 | 29,916 | ||||||
Expenses | |||||||||
Interest expense | 46,672 | 47,975 | 34,767 | ||||||
Other expenses | 8,067 | 16,584 | 14,177 | ||||||
Total expenses | 54,739 | 64,559 | 48,944 | ||||||
Income (loss) before income taxes and equity in undistributed income (loss) of subsidiaries | 638,253 | (34,792 | ) | (19,028 | ) | ||||
Allocated income tax benefit | (16,589 | ) | (54,184 | ) | (13,715 | ) | |||
Income (loss) before equity in undistributed income (loss) of subsidiaries | 654,842 | 19,392 | (5,313 | ) | |||||
Equity in undistributed (loss) income of subsidiaries | (495,459 | ) | 810,817 | (55,531 | ) | ||||
Net income (loss) | 159,383 | 830,209 | (60,844 | ) | |||||
Net loss attributable to non-controlling interest | — | — | (220 | ) | |||||
Net income (loss) available to controlling interest | 159,383 | 830,209 | (60,624 | ) | |||||
Dividends and accretion of discount on preferred stock | 40,830 | 58,703 | 58,088 | ||||||
Net income (loss) available to common shareholders | $ | 118,553 | 771,506 | (118,712 | ) | ||||
Condensed Statements of Comprehensive Income (Loss) | December 31, 2013 | December 31, 2012 | December 31, 2011 | |||||||||||||||||||||||||
(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) | $ | 252,628 | (93,245 | ) | 159,383 | 31,477 | 798,732 | 830,209 | (59,532 | ) | (1,312 | ) | (60,844 | ) | ||||||||||||||
Reclassification adjustment for losses(gains) realized in net income on cash flow hedges | 447 | (173 | ) | 274 | (1,381 | ) | 532 | (849 | ) | (11,316 | ) | 4,279 | (7,037 | ) | ||||||||||||||
Valuation allowance for the change in deferred taxes arising from unrealized gains/losses* | (4,279 | ) | (4,279 | ) | ||||||||||||||||||||||||
Net unrealized gains (losses) on investment securities available for sale | 3,246 | (1,250 | ) | 1,996 | 481 | (185 | ) | 296 | (1,225 | ) | 471 | (754 | ) | |||||||||||||||
Valuation allowance for the change in deferred taxes arising from unrealized gains/losses* | (471 | ) | (471 | ) | ||||||||||||||||||||||||
Other comprehensive loss of bank subsidiary | (77,460 | ) | 29,831 | (47,629 | ) | (26,737 | ) | 10,298 | (16,439 | ) | (23,524 | ) | 9,451 | (14,073 | ) | |||||||||||||
Valuation allowance for the change in deferred taxes arising from unrealized gains/losses* | (9,451 | ) | (9,451 | ) | ||||||||||||||||||||||||
Other comprehensive loss | (73,767 | ) | 28,408 | (45,359 | ) | (27,637 | ) | 10,645 | (16,992 | ) | (36,065 | ) | — | (36,065 | ) | |||||||||||||
Less: comprehensive loss attributable to non-controlling interest | $ | — | — | — | — | — | — | (220 | ) | — | (220 | ) | ||||||||||||||||
Comprehensive income (loss) | $ | 114,024 | 813,217 | (96,689 | ) | |||||||||||||||||||||||
*In accordance with ASC 740-20-45-11(b), the deferred tax asset valuation allowance associated with unrealized gains and losses not recognized in income is charged directly to other comprehensive income (loss).
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Condensed Statements of Cash Flows | |||||||||
Years Ended December 31, | |||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||
Operating Activities | |||||||||
Net income (loss) available to controlling interest | $ | 159,383 | 830,209 | (60,624 | ) | ||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||
Equity in undistributed loss (income) of subsidiaries | 495,459 | (810,817 | ) | 55,311 | |||||
Deferred income tax benefit | (11,375 | ) | (48,525 | ) | — | ||||
Net increase (decrease) in other liabilities | 11,845 | 23,367 | (23,162 | ) | |||||
Net (increase) decrease in other assets | (11,238 | ) | (1,255 | ) | (4,780 | ) | |||
Other, net | (2,183 | ) | (6,337 | ) | (6,912 | ) | |||
Net cash provided by (used in) operating activities | 641,891 | (13,358 | ) | (40,167 | ) | ||||
Investing Activities | |||||||||
Net investment from (in) subsidiaries | — | — | 10,000 | ||||||
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 | 5,768 | 49,865 | 107,944 | ||||||
Net cash provided by investing activities | 5,768 | 49,865 | 149,182 | ||||||
Financing Activities | |||||||||
Dividends paid to common and preferred shareholders | (72,898 | ) | (79,856 | ) | (79,813 | ) | |||
Transfer of funds to dividend payment agent | — | (7,853 | ) | — | |||||
Principal repayments on long-term debt | (74,178 | ) | (170,801 | ) | (21,701 | ) | |||
Proceeds from issuance of long-term debt | — | 292,639 | — | ||||||
Proceeds from issuance of Series C Preferred Stock, net of issuance costs | 125,862 | — | — | ||||||
Redemption of Series A Preferred Stock | (967,870 | ) | — | — | |||||
Proceeds from issuance of common stock, net of issuance costs | 175,174 | — | — | ||||||
Net cash (used in) provided by financing activities | (813,910 | ) | 34,129 | (101,514 | ) | ||||
(Decrease) increase in cash and funds due from banks | (166,251 | ) | 70,636 | 7,501 | |||||
Cash and funds due from banks at beginning of year | 382,138 | 311,502 | 304,001 | ||||||
Cash and funds due from banks at end of year | $ | 215,887 | 382,138 | 311,502 | |||||
For the year ended December 31, 2013, the Parent Company paid income taxes of $1.5 million. For the years ended December 31, 2012 and 2011, the Parent Company received income tax refunds, net of income taxes paid, of $7.8 million and $5.1 million, respectively. For the years ended December 31, 2013, 2012 and 2011, the Parent Company paid interest of $49.1 million, $46.5 million, and $40.1 million, respectively.
155
Note 26 - Subsequent Event
On January 17, 2014, Synovus Bank completed a transaction in which certain assets, including selected loans, and substantially all of the deposits associated with the Memphis, Tennessee, operations of Trust One Bank, a division of Synovus Bank, were sold to IBERIABANK. Synovus sold four office locations, $87.2 million in loans, net, and $191.4 million in deposits. The first quarter of 2014 consolidated financial statements will reflect a pre-tax gain of approximately $5.5 million relating to this transaction.
Note 27 - Supplemental Financial Data
Components of other non-interest income and other operating expenses in excess of 1% of total interest income and total non-interest income for any of the respective years are as follows:
(in thousands) | Years Ended December 31, | |||||||||||
2013 | 2012 | 2011 | ||||||||||
Other loan expenses | $ | 15,205 | $ | 14,731 | $ | 19,374 | ||||||
Insurance and bonds | 12,503 | 12,057 | 12,119 | |||||||||
Telephone and communications | 12,403 | 12,505 | 11,588 | |||||||||
Summary of Quarterly Financial Data (Unaudited)
Presented below is a summary of the unaudited consolidated quarterly financial data for the years ended December 31, 2013 and 2012.
2013 | ||||||||||||
(in thousands, except per share data) | Fourth Quarter | Third Quarter | Second Quarter | First Quarter | ||||||||
Interest income | $ | 233,258 | 233,852 | 231,513 | 230,391 | |||||||
Net interest income | 204,331 | 203,970 | 202,077 | 199,814 | ||||||||
Provision for loan losses | 14,064 | 6,761 | 13,077 | 35,696 | ||||||||
Income before income taxes | 59,710 | 73,459 | 72,906 | 46,553 | ||||||||
Income tax expense | 21,130 | 27,765 | 27,371 | 16,979 | ||||||||
Net income (1) | 38,580 | 45,694 | 45,535 | 29,574 | ||||||||
Net income available to common shareholders (1) | $ | 35,850 | 37,188 | 30,717 | 14,798 | |||||||
Basic earnings per common share: | ||||||||||||
Net income available to common shareholders | $ | 0.04 | 0.04 | 0.04 | 0.02 | |||||||
Diluted earnings per common share: | ||||||||||||
Net income available to common shareholders | $ | 0.04 | 0.04 | 0.03 | 0.02 | |||||||
2012 | ||||||||||||
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 | ||||||||
Income (loss) before income taxes | (72,299 | ) | 30,514 | 37,347 | 35,916 | |||||||
Income tax benefit | (796,339 | ) | (211 | ) | (2,105 | ) | (77 | ) | ||||
Net income (2) | 724,040 | 30,725 | 39,452 | 35,993 | ||||||||
Net income available common shareholders (2) | $ | 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 | |||||||
(1) The fourth quarter of 2013 results include litigation loss contingency expense of $10.0 million
(2) The fourth quarter of 2012 results reflect a $796.3 million income tax benefit due primarily to the reversal of substantially all of the deferred tax asset valuation allowance. For additional discussion of the valuation allowance for deferred tax assets, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 24 - Income Taxes" of this Report.
156
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
NONE.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. In connection with the preparation of this Annual Report on Form 10-K, an evaluation was carried out by Synovus' management, with the participation of Synovus' Chief Executive Officer and Chief Financial Officer, of the effectiveness of Synovus' disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on that evaluation, Synovus' Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2013, Synovus' disclosure controls and procedures were effective.
Synovus regularly engages in productivity and efficiency initiatives to streamline operations, reduce expenses, and increase revenue. Additionally, investment in new and updated information technology systems has enhanced information gathering and processing capabilities, and allowed management to operate in a more centralized environment for critical processing and monitoring functions. Management of Synovus is responsible for identifying, documenting, and evaluating the adequacy of the design and operation of the controls implemented during each process change described above. There have been no material changes in Synovus' internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period ended December 31, 2013 that has materially affected, or is reasonably likely to materially affect, Synovus' internal control over financial reporting.
Management's Report on Internal Control Over Financial Reporting. Management of Synovus is responsible for establishing and maintaining effective internal control over financial reporting for Synovus Financial Corp. and its subsidiaries (“we” and “our”), as that term is defined in Exchange Act Rules 13a-15(f). Synovus conducted an evaluation of the effectiveness of our internal control over Synovus' financial reporting as of December 31, 2013 based on the framework in “Internal Control-Integrated Framework (1992)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, we concluded that our internal control over financial reporting is effective as of December 31, 2013.
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report and has issued a report on the effectiveness of our internal control over financial reporting, which report is included in "Part II - Item 8. Financial Statements and Supplementary Data" of this Report.
/s/ Kessel D. Stelling /s/ Thomas J. Prescott
Kessel D. Stelling Thomas J. Prescott
Chairman of the Board, President and Chief Executive Officer Executive Vice President and Chief Financial Officer
Changes in Internal Control Over Financial Reporting. No change in our internal control over financial reporting occurred during the fourth fiscal quarter ended December 31, 2013 covered by this Report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
NONE.
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Part III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
Information included under the following captions in our Proxy Statement is incorporated in this document by reference:
• | “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.” |
We have a Code of Business Conduct and Ethics that applies to all directors, officers and employees, including our principal executive officer, principal financial officer and chief accounting officer. You can find our Code of Business Conduct and Ethics in the Corporate Governance section of our website at www.synovus.com/governance. We will post any amendments to the Code of Business Conduct and Ethics and any waivers that are required to be disclosed by the rules of either the SEC or the NYSE in the Corporate Governance section of our website.
Because our Common Stock is listed on the NYSE, our chief executive officer is required to make, and he has made, an annual certification to the NYSE stating that he was not aware of any violation by us of the corporate governance listing standards of the NYSE. Our chief executive officer made his annual certification to that effect to the NYSE as of May 1, 2013. In addition, we have filed, as exhibits to this Annual Report, the certifications of our chief executive officer and chief financial officer required under Section 302 of the Sarbanes-Oxley Act of 2002.
ITEM 11. EXECUTIVE COMPENSATION
Information included under the following captions in our Proxy Statement is incorporated in this document by reference:
• | “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.” |
The information included under the heading “Compensation Committee Report” in our Proxy Statement is incorporated herein by reference; however, this information shall not be deemed to be “soliciting material” or to be “filed” with the Commission or subject to regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information pertaining to equity compensation plans is contained in "Part II - Item 8. Financial Statements and Supplementary Data - Note 21 - Legal Proceedings, Note 22 - Employment Expenses and Benefit Plans, and Note 23 - Shared-Based Compensation" of this Report and are incorporated herein by reference.
Information included under the following captions in our Proxy Statement is incorporated in this document by reference:
• | “STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS”; and |
• | “PRINCIPAL SHAREHOLDERS.” |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information included under the following captions in our Proxy Statement is incorporated in this document by reference:
•“CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS”; and
•“CORPORATE GOVERNANCE AND BOARD MATTERS” - “Independence.”
158
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information included under the following captions in our Proxy Statement is incorporated in this document by reference:
• | “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.” |
159
Part IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. Financial Statements
The following consolidated financial statements of Synovus and our subsidiaries and related reports of Synovus' independent registered public accounting firm are incorporated in this Item 15. by reference from Part II - Item 8. Financial Statements and Supplementary Data of this Report.
Consolidated Balance Sheets as of December 31, 2013 and 2012
Consolidated Statements of Income for the Years ended December 31, 2013, 2012 and 2011
Consolidated Statements of Changes in Equity and Comprehensive Income (Loss) for the Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (on consolidated financial statements)
Report of Independent Registered Public Accounting Firm (on the effectiveness of internal control over financial reporting)
Management's Report on Internal Control Over Financial Reporting is incorporated by reference from Part II - Item 9A. Controls and Procedures of this Report.
2. Financial Statement Schedules
None are applicable because the required information has been incorporated in the consolidated financial statements and notes thereto of Synovus and our subsidiaries which are incorporated in this Report by reference.
3. Exhibits
The following exhibits are filed herewith or are incorporated to other documents previously filed with the SEC. With the exception of those portions of the Proxy Statement that are expressly incorporated by reference in this Report, such documents are not to be deemed filed as part of this Report.
160
Exhibit Number | Description | ||
3.1 | Amended and Restated Articles of Incorporation of Synovus, as amended, incorporated by reference to Exhibit 3.1 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, as filed with the SEC on August 9, 2010. | ||
3.2 | Articles of Amendment to the Amended and Restated Articles of Incorporation of Synovus with respect to the Series C Preferred Stock, incorporated by reference to Exhibit 3.1 to Synovus' Current Report of Form 8-K dated July 25, 2013, as filed with the SEC on July 25, 2013. | ||
3.3 | Bylaws, as amended, of Synovus, incorporated by reference to Exhibit 3.1 of Synovus' Current Report on Form 8-K dated November 8, 2010, as filed with the SEC on November 9, 2010. | ||
4.1 | Specimen stock certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A, incorporated by reference to Exhibit 4.2 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008. | ||
4.2 | Specimen stock certificate for Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, incorporated by reference to Exhibit 4.1 of Synovus' Current Report in Form 8-K dated July 25, 2013, as filed with the SEC on July 25, 2013. | ||
4.3 | Warrant for purchase of up to 15,510,737 shares of Synovus Common Stock, incorporated by reference to Exhibit 4.1 of Synovus’ Current Report on Form 8-K dated December 17, 2008, as filed with the SEC on December 22, 2008. | ||
4.4 | Shareholder Rights Plan, dated as of April 26, 2010, between Synovus Financial Corp. and Mellon Investor Services LLC, as Rights Agent, which includes the Form of Articles of Amendment to the Articles of Incorporation of Synovus Financial Corp. (Series B Participating Cumulative Preferred Stock) as Exhibit A, the Summary of Terms of the Rights Agreement as Exhibit B and the Form of Right Certificate as Exhibit C, incorporated by reference to Exhibit 4.1 of Synovus’ Current Report on Form 8-K dated April 26, 2010, as filed with the SEC on April 26, 2010. | ||
4.5 | Amendment No. 1 dated as of September 6, 2011 to Shareholder Rights Plan between Synovus Financial Corp. and American Stock Transfer & Trust Company, LLC, incorporated by reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated September 6, 2011, as filed with the SEC on September 6, 2011. | ||
4.6 | Amendment No. 2 dated as of April 24, 2013 to Shareholder Rights Plan between Synovus Financial Corp. and American Stock Transfer & Trust Company, LLC, incorporated by reference to Exhibit 4.1 of Synovus' Current Report on Form 8-K dated April 24, 2013, as filed with the SEC on April 24, 2013. | ||
4.7 | 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. | ||
161
Exhibit Number | Description | ||
4.8 | 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, incorporated by reference to Exhibit 10.6 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC on March 1, 2013. * | ||
10.7 | 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.* | ||
162
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, incorporated by reference to Exhibit 10.15 of Synovus' Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC on March 1, 2013.*` | ||
10.16 | Form of Change of Control Agreement for executive officers, incorporated by reference to Exhibit 10.1 of Synovus' Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, as filed with the SEC on August 8, 2008.* | ||
10.17 | Form of Change of Control Agreement for executive officers.* | ||
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.* | ||
163
Exhibit Number | Description | ||
10.20 | 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.* | ||
10.21 | 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.* | ||
10.22 | 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.* | ||
10.23 | 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.* | ||
10.24 | 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.* | ||
10.25 | 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.* | ||
10.26 | 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.* | ||
10.27 | 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.* | ||
10.28 | 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.* | ||
10.29 | Form of Market Restricted Stock Unit Agreement for market restricted stock awards under the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on Form 8-K dated December 11, 2013, as filed with the SEC on December 13, 2013.* | ||
10.30 | Form of Performance Stock Unit Agreement for performance-based restricted stock awards under the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.2 of Synovus' Current Report on Form 8-K dated January 22, 2014, as filed with the SEC on January 24, 2014.* | ||
10.31 | Form of 2014 Market Restricted Stock Unit Agreement for market restricted stock awards under the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.3 of Synovus' Current Report on Form 8-K dated January 22, 2014, as filed with the SEC on January 24, 2014.* | ||
10.32 | Form of TARP Restricted Stock Unit Agreement for the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.1 to Synovus' Current Report on Form 8-K dated June 18, 2013, as filed with the SEC on June 20, 2013.* | ||
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10.33 | Form of Restricted Stock Unit Agreement for the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.2 to Synovus' Current Report on Form 8-K dated June 18, 2013, as filed with the SEC on June 20, 2013.* | ||
10.34 | Form of Stock Option Agreement for the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.3 to Synovus' Current Report on Form 8-K dated June 18, 2013, as filed with the SEC on June 20, 2013.* | ||
10.35 | Form of Director Restricted Stock Unit Agreement for the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.1 to Synovus' Current Report on Form 8-K dated June 18, 2013, as filed with the SEC on June 20, 2013.* | ||
10.36 | 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.* | ||
10.37 | Summary of Annual Base Salaries of Synovus' Named Executive Officers.* | ||
10.38 | 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.* | ||
10.39 | 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.* | ||
10.40 | 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.* | ||
10.41 | 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.* | ||
10.42 | Form of Salary Stock Award Agreement for 2014 salary stock unit awards to executive officers under the Synovus Financial Corp. 2013 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Current Report on 8-K dated January 22, 2014, as filed with the SEC on January 24, 2014.* | ||
10.43 | Form of Non-Employee Director Restricted Stock Unit Award Agreement under the Synovus Financial Corp. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 of Synovus' Quarterly Report on Form 10-Q for the period ended March 31, 2012, as filed with the SEC on May 10, 2012.* | ||
10.44 | Synovus Financial Corp. Clawback Policy.* | ||
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. | ||
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24.1 | Powers of Attorney contained on the signature pages of this 2013 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. |
(b) Exhibits
See the response to Item 15(a)(3) above.
(c) Financial Statement Schedules
See the response to Item 15(a)(2) above.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Synovus Financial Corp. has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
SYNOVUS FINANCIAL CORP. | ||||
Date: | February 28, 2014 | By: | /s/ Kessel D. Stelling | |
Kessel D. Stelling | ||||
President and Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer) | ||||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kessel D. Stelling. and Thomas J. Prescott and each of them, his or her true and lawful attorney(s)-in-fact and agent(s), with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this report and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney(s)-in-fact and agent(s), or their substitute(s), may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Kessel D. Stelling | Chairman of the Board, President and Chief Executive Officer and Director | February 28, 2014 | ||
Kessel D. Stelling | (Principal Executive Officer) | |||
/s/ Thomas J. Prescott | Executive Vice President and Chief Financial Officer | February 28, 2014 | ||
Thomas J. Prescott | (Principal Financial Officer) | |||
/s/ Liliana C. McDaniel | Chief Accounting Officer | February 28, 2014 | ||
Liliana C. McDaniel | (Principal Accounting Officer) | |||
/s/ Catherine A. Allen | Director | February 28, 2014 | ||
Catherine A. Allen | ||||
/s/ Stephen T. Butler | Director | February 28, 2014 | ||
Stephen T. Butler | ||||
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Signature | Title | Date | ||
/s/ Elizabeth W. Camp | Director | February 28, 2014 | ||
Elizabeth W. Camp | ||||
/s/ T. Michael Goodrich | Director | February 28, 2014 | ||
T. Michael Goodrich | ||||
/s/ V. Nathaniel Hansford | Director | February 28, 2014 | ||
V. Nathaniel Hansford | ||||
/s/ Mason H. Lampton | Director | February 28, 2014 | ||
Mason H. Lampton | ||||
/s/ Jerry W. Nix | Director | February 28, 2014 | ||
Jerry W. Nix | ||||
/s/ Joseph J. Prochaska, Jr. | Director | February 28, 2014 | ||
Joseph J. Prochaska, Jr. | ||||
/s/ J. Neal Purcell | Director | February 28, 2014 | ||
J. Neal Purcell | ||||
/s/ Melvin T. Stith | Director | February 28, 2014 | ||
Melvin T. Stith | ||||
/s/ Barry L. Storey | Director | February 28, 2014 | ||
Barry L. Storey | ||||
/s/ Philip W. Tomlinson | Director | February 28, 2014 | ||
Philip W. Tomlinson | ||||
/s/ James D. Yancey | Director | February 28, 2014 | ||
James D. Yancey | ||||
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