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SYNOVUS FINANCIAL CORP - Quarter Report: 2016 September (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
 
FORM 10-Q
 
______________________________
Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2016
Commission file number 1-10312
 
______________________________
financialappendix930a09.jpg
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 whether the registrant (1) has filed all reports required to be filed by Sections 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 Web site, 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 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
Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practicable date.
Class
 
 
 
October 31, 2016

Common Stock, $1.00 Par Value
 
 
 
122,298,503




Table of Contents

Table of Contents
 
 
 
 
 
Page
Financial Information
 
 
 
Index of Defined Terms
 
Item 1.
Financial Statements (Unaudited)
 
 
 
Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015
 
 
Consolidated Statements of Income for the Nine and Three Months Ended September 30, 2016 and 2015
 
 
Consolidated Statements of Comprehensive Income for the Nine and Three Months Ended September 30, 2016 and 2015
 
 
Consolidated Statements of Changes in Shareholders' Equity for the Nine Months Ended September 30, 2016 and 2015
 
 
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015
 
 
Notes to Unaudited Interim Consolidated Financial Statements
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
Item 3.
 
Item 4.
Controls and Procedures
 
 
 
 
 
Other Information
 
 
Item 1.
Legal Proceedings
 
Item 1A.
Risk Factors
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
Item 3.
Defaults Upon Senior Securities
 
Item 4.
Mine Safety Disclosures
 
Item 5.
Other Information
 
Item 6.
Exhibits
 
Signatures
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



Table of Contents



SYNOVUS FINANCIAL CORP.
INDEX OF DEFINED TERMS
ALCO – Synovus' Asset Liability Management Committee
ASC – Accounting Standards Codification
ASR – Accelerated share repurchase
ASU – Accounting Standards Update
Basel III – A global regulatory framework developed by the Basel Committee on Banking Supervision
BOLI – Bank-Owned Life Insurance
BOV – Broker’s opinion of value
bp – Basis point (bps - basis points)
C&I – Commercial and industrial loans
CCC – Central clearing counterparty
CET1 – Common Equity Tier 1 Capital defined by Basel III capital rules
CMO – Collateralized Mortgage Obligation
Code – Internal Revenue Code of 1986, as amended
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
CRE – Commercial real estate
DIF – Deposit Insurance Fund
Dodd-Frank Act – The Dodd-Frank Wall Street Reform and Consumer Protection Act
EVE – economic value of equity
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, 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.
FFIEC – Federal Financial Institutions Examination Council
FHLB – Federal Home Loan Bank
FICO – Fair Isaac Corporation
GA DBF – Georgia Department of Banking and Finance
GAAP – Generally Accepted Accounting Principles in the United States of America
HELOC – Home equity line of credit
LIBOR – London Interbank Offered Rate
LTV – Loan-to-collateral value ratio
NAICS – North American Industry Classification System

i

Table of Contents

nm – not meaningful
NPA – Non-performing assets
NPL – Non-performing loans
NSF – Non-sufficient funds
OCI – Other comprehensive income
ORE – Other real estate
OTTI – Other-than-temporary impairment
Parent Company – Synovus Financial Corp.
SBA – Small Business Administration
SCM – State, county, and municipal
SEC – U.S. Securities and Exchange Commission
Securities Act – Securities Act of 1933, as amended
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 and wholly-owned subsidiary of Synovus through which Synovus conducts its banking operations
Synovus' 2015 Form 10-K – Synovus' Annual Report on Form 10-K for the year ended December 31, 2015
Synovus Mortgage – Synovus Mortgage Corp., a wholly-owned subsidiary of Synovus Bank
Synovus Trust – Synovus Trust Company, N.A., a wholly-owned subsidiary of Synovus Bank
TDR – Troubled debt restructuring (as defined in ASC 310-40)
Treasury – United States Department of the Treasury
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
Warrant – A warrant issued to the Treasury by Synovus to purchase up to 2,215,820 shares of Synovus common stock at a per share exercise price of $65.52 expiring on December 19, 2018, as was issued by Synovus to Treasury in 2008 in connection with the Capital Purchase Program, promulgated under the Emergency Stabilization Act of 2008


ii

Table of Contents


PART I. FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
SYNOVUS FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share and per share data)
September 30, 2016
 
December 31, 2015
ASSETS
 
 
 
Cash and cash equivalents
$
367,342

 
367,092

Interest bearing funds with Federal Reserve Bank
985,776

 
829,887

Interest earning deposits with banks
18,375

 
17,387

Federal funds sold and securities purchased under resale agreements
71,753

 
69,819

Trading account assets, at fair value
7,309

 
5,097

Mortgage loans held for sale, at fair value
95,769

 
59,275

Investment securities available for sale, at fair value
3,603,153

 
3,587,818

Loans, net of deferred fees and costs
23,262,887

 
22,429,565

Allowance for loan losses
(253,817
)
 
(252,496
)
Loans, net
$
23,009,070

 
22,177,069

Premises and equipment, net
418,091

 
445,155

Goodwill
24,431

 
24,431

Other real estate
28,438

 
47,030

Deferred tax asset, net
395,795

 
511,948

Other assets
701,794

 
650,645

Total assets
$
29,727,096

 
28,792,653

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
Liabilities
 
 
 
Deposits:
 
 
 
Non-interest bearing deposits
$
7,059,059

 
6,732,970

Interest bearing deposits, excluding brokered deposits
15,817,596

 
15,434,171

Brokered deposits
1,315,348

 
1,075,520

Total deposits
24,192,003

 
23,242,661

Federal funds purchased and securities sold under repurchase agreements
195,025

 
177,025

Long-term debt
2,160,985

 
2,186,893

Other liabilities
272,424

 
185,878

Total liabilities
$
26,820,437

 
25,792,457

Shareholders' Equity
 
 
 
Series C Preferred Stock – no par value. Authorized 100,000,000 shares; 5,200,000 shares issued and outstanding at September 30, 2016 and December 31, 2015
125,980

 
125,980

Common stock - $1.00 par value. Authorized 342,857,143 shares; 141,066,207 issued at September 30, 2016 and 140,592,409 issued at December 31, 2015; 121,453,772 outstanding at September 30, 2016 and 129,547,032 outstanding at December 31, 2015
141,066

 
140,592

Additional paid-in capital
2,987,760

 
2,989,981

Treasury stock, at cost – 19,612,435 shares at September 30, 2016 and 11,045,377 shares at December 31, 2015
(654,014
)
 
(401,511
)
Accumulated other comprehensive income (loss)
5,165

 
(29,819
)
Retained earnings
300,702

 
174,973

Total shareholders’ equity
2,906,659

 
3,000,196

Total liabilities and shareholders' equity
$
29,727,096

 
28,792,653

 
 
 
 
See accompanying notes to unaudited interim consolidated financial statements.

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Table of Contents

SYNOVUS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
 
Nine Months Ended September 30,
 
Three Months Ended September 30,
(in thousands, except per share data)
2016
 
2015
 
2016
 
2015
Interest income:
 
 
 
 
 
 
 
      Loans, including fees
$
700,340

 
652,807

 
$
237,448

 
220,782

      Investment securities available for sale
49,926

 
43,043

 
16,269

 
14,926

      Trading account assets
46

 
258

 
13

 
34

      Mortgage loans held for sale
1,966

 
2,060

 
727

 
662

      Federal Reserve Bank balances
3,170

 
2,413

 
1,151

 
821

      Other earning assets
2,822

 
2,567

 
946

 
868

Total interest income
758,270

 
703,148

 
256,554

 
238,093

Interest expense:
 
 
 
 
 
 
 
Deposits
48,072

 
48,859

 
15,858

 
17,227

Federal funds purchased and securities sold under repurchase agreements
154

 
134

 
58

 
46

Long-term debt
44,394

 
39,457

 
14,631

 
13,030

Total interest expense
92,620

 
88,450

 
30,547

 
30,303

Net interest income
665,650

 
614,698

 
226,007

 
207,790

Provision for loan losses
21,741

 
13,990

 
5,671

 
2,956

Net interest income after provision for loan losses
643,909

 
600,708

 
220,336

 
204,834

Non-interest income:
 
 
 
 
 
 
 
Service charges on deposit accounts
60,772

 
59,621

 
20,822

 
20,692

Fiduciary and asset management fees
34,691

 
34,722

 
11,837

 
11,308

Brokerage revenue
20,019

 
20,978

 
6,199

 
6,946

Mortgage banking income
18,755

 
19,960

 
7,329

 
5,965

Bankcard fees
24,988

 
24,910

 
8,269

 
8,334

Investment securities gains, net
126

 
2,710

 
59

 

Other fee income
15,255

 
15,371

 
5,171

 
5,521

Other non-interest income
24,582

 
23,474

 
8,469

 
8,293

Total non-interest income
199,188

 
201,746

 
68,155

 
67,059

Non-interest expense:
 
 
 
 
 
 
 
Salaries and other personnel expense
300,364

 
285,394

 
101,945

 
94,341

Net occupancy and equipment expense
81,480

 
79,650

 
28,120

 
26,937

Third-party processing expense
34,033

 
31,858

 
11,219

 
10,844

FDIC insurance and other regulatory fees
20,100

 
20,315

 
6,756

 
6,591

Professional fees
19,794

 
18,382

 
6,486

 
6,371

Advertising expense
15,358

 
11,797

 
5,597

 
5,488

Foreclosed real estate expense, net
9,998

 
18,350

 
2,725

 
4,503

Merger-related expense
550

 

 
550

 

Loss on early extinguishment of debt
4,735

 

 

 

Restructuring charges, net
8,225

 
(33
)
 
1,243

 
69

Other operating expenses
68,079

 
68,908

 
21,230

 
22,763

Total non-interest expense
562,716

 
534,621

 
185,871

 
177,907

Income before income taxes
280,381

 
267,833

 
102,620

 
93,986

Income tax expense
102,148

 
100,149

 
37,375

 
36,058

Net income
178,233

 
167,684

 
65,245

 
57,928

Dividends on preferred stock
7,678

 
7,678

 
2,559

 
2,559

Net income available to common shareholders
$
170,555

 
160,006

 
$
62,686

 
55,369

Net income per common share, basic
$
1.36

 
1.20

 
$
0.51

 
0.42

Net income per common share, diluted
1.36

 
1.20

 
0.51

 
0.42

Weighted average common shares outstanding, basic
125,076

 
133,120

 
122,924

 
131,516

Weighted average common shares outstanding, diluted
125,712

 
133,876

 
123,604

 
132,297

 
 
 
 
 
 
 
 
See accompanying notes to unaudited interim consolidated financial statements.

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Table of Contents

SYNOVUS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
 
Nine Months Ended September 30,
 
2016
 
2015
(in thousands)
Before-tax Amount
 
Tax (Expense) Benefit
 
Net of Tax Amount
 
Before-tax Amount
 
Tax (Expense) Benefit
 
Net of Tax Amount
Net income
$
280,381

 
(102,148
)
 
178,233

 
267,833

 
(100,149
)
 
167,684

Net change related to cash flow hedges:
 
 
 
 
 
 
 
 
 
 
 
Reclassification adjustment for losses realized in net income
402

 
(155
)
 
247

 
336

 
(130
)
 
206

Net unrealized gains on investment securities available for sale:


 


 


 
 
 
 
 
 
Reclassification adjustment for net gains realized in net income
(126
)
 
49

 
(77
)
 
(2,710
)
 
1,043

 
(1,667
)
Net unrealized gains arising during the period
56,648

 
(21,821
)
 
34,827

 
12,907

 
(4,966
)
 
7,941

Net unrealized gains
56,522

 
(21,772
)
 
34,750

 
10,197

 
(3,923
)
 
6,274

Post-retirement unfunded health benefit:
 
 
 
 
 
 
 
 
 
 
 
Reclassification adjustment for gains realized in net income
(124
)
 
48

 
(76
)
 
(178
)
 
68

 
(110
)
Actuarial gains arising during the period
102

 
(39
)
 
63

 
236

 
(93
)
 
143

Net unrealized (realized) gains
$
(22
)
 
9

 
(13
)
 
58

 
(25
)
 
33

Other comprehensive income
$
56,902

 
(21,918
)
 
34,984

 
10,591

 
(4,078
)
 
6,513

Comprehensive income
 
 
 
 
$
213,217

 
 
 
 
 
174,197

 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to unaudited interim consolidated financial statements.


 
Three Months Ended September 30,
 
2016
 
2015
(in thousands)
Before-tax Amount
 
Tax (Expense) Benefit
 
Net of Tax Amount
 
Before-tax Amount
 
Tax (Expense) Benefit
 
Net of Tax Amount
Net income
$
102,620

 
(37,375
)
 
65,245

 
93,986

 
(36,058
)
 
57,928

Net change related to cash flow hedges:
 
 
 
 
 
 
 
 
 
 
 
Reclassification adjustment for losses realized in net income
65

 
(25
)
 
40

 
112

 
(43
)
 
69

Net unrealized gains (losses) on investment securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
Reclassification adjustment for net gains realized in net income
(59
)
 
23

 
(36
)
 

 

 

Net unrealized gains (losses) arising during the period
(9,567
)
 
3,672

 
(5,895
)
 
26,374

 
(10,154
)
 
16,220

Net unrealized gains (losses)
(9,626
)
 
3,695

 
(5,931
)
 
26,374

 
(10,154
)
 
16,220

Post-retirement unfunded health benefit:
 
 
 
 
 
 
 
 
 
 
 
Reclassification adjustment for gains realized in net income
(20
)
 
8

 
(12
)
 
(94
)
 
36

 
(58
)
Actuarial gains arising during the period
102

 
(39
)
 
63

 

 

 

Net unrealized (realized) gains
$
82

 
(31
)
 
51

 
(94
)
 
36

 
(58
)
Other comprehensive income (loss)
$
(9,479
)
 
3,639

 
(5,840
)
 
26,392

 
(10,161
)
 
16,231

Comprehensive income
 
 
 
 
$
59,405

 
 
 
 
 
74,159

 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to unaudited interim consolidated financial statements.

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Table of Contents

SYNOVUS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(unaudited)
(in thousands, except per share data)
Series C Preferred Stock
 
Common
Stock
 
Additional
Paid-in
Capital
 
Treasury
Stock
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Retained Earnings
 
Total
Balance at December 31, 2014
$
125,980

 
139,950

 
2,960,825

 
(187,774
)
 
(12,605
)
 
14,894

 
3,041,270

Net income

 

 

 

 

 
167,684

 
167,684

Other comprehensive income, net of income taxes

 

 

 

 
6,513

 

 
6,513

Cash dividends declared on common stock -$0.30 per share

 

 

 

 

 
(39,736
)
 
(39,736
)
Cash dividends paid on Series C Preferred Stock

 

 

 

 

 
(7,678
)
 
(7,678
)
Repurchases and completion of ASR agreement to repurchase shares of common stock

 

 
14,516

 
(176,654
)
 

 

 
(162,138
)
Restricted share unit activity

 
282

 
(4,376
)
 

 

 
(367
)
 
(4,461
)
Stock options exercised

 
294

 
4,603

 

 

 

 
4,897

Share-based compensation net tax benefit

 

 
1,303

 

 

 

 
1,303

Share-based compensation expense

 

 
9,462

 

 

 

 
9,462

Balance at September 30, 2015
$
125,980

 
140,526

 
2,986,333

 
(364,428
)
 
(6,092
)
 
134,797

 
3,017,116

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015
$
125,980

 
140,592

 
2,989,981

 
(401,511
)
 
(29,819
)
 
174,973

 
3,000,196

Net income

 

 

 

 

 
178,233

 
178,233

Other comprehensive income, net of income taxes

 

 

 

 
34,984

 

 
34,984

Cash dividends declared on common stock - $0.36 per share

 

 

 

 

 
(44,737
)
 
(44,737
)
Cash dividends paid on Series C Preferred Stock

 

 

 

 

 
(7,678
)
 
(7,678
)
Repurchases and agreements to repurchase shares of common stock

 

 
(10,581
)
 
(252,503
)
 

 

 
(263,084
)
Restricted share unit activity

 
301

 
(4,860
)
 

 

 
(89
)
 
(4,648
)
Stock options exercised

 
173

 
2,808

 

 

 

 
2,981

Share-based compensation net tax benefit

 

 
199

 

 

 

 
199

Share-based compensation expense

 

 
10,213

 

 

 

 
10,213

Balance at September 30, 2016
$
125,980

 
$
141,066

 
2,987,760

 
(654,014
)
 
5,165

 
300,702

 
2,906,659

 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to unaudited interim consolidated financial statements.

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Table of Contents

SYNOVUS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
Nine Months Ended September 30,
(in thousands)
2016
 
2015
Operating Activities
 
 
 
Net income
178,233

 
167,684

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for loan losses
21,741

 
13,990

Depreciation, amortization, and accretion, net
43,615

 
42,725

Deferred income tax expense
94,436

 
93,198

(Increase) decrease in trading account assets
(2,212
)
 
8,019

Originations of mortgage loans held for sale
(512,572
)
 
(656,987
)
Proceeds from sales of mortgage loans held for sale
486,690

 
658,787

Gain on sales of mortgage loans held for sale, net
(10,828
)
 
(12,531
)
Increase in other assets
(38,050
)
 
(9,874
)
Increase (decrease) in other liabilities
37,068

 
(11,679
)
Investment securities gains, net
(126
)
 
(2,710
)
Losses and write-downs on other real estate, net
8,194

 
14,864

Losses and write-downs on other assets held for sale, net
7,205

 
1,043

Loss on early extinguishment of debt
4,735

 

Share-based compensation expense
10,213

 
9,462

Net cash provided by operating activities
$
328,342

 
315,991

Investing Activities
 
 
 
Net increase in interest earning deposits with banks
(988
)
 
(9,360
)
Net (increase) decrease in federal funds sold and securities purchased under resale agreements
(1,934
)
 
3,378

Net increase in interest bearing funds with Federal Reserve Bank
(155,889
)
 
(116,278
)
Proceeds from maturities and principal collections of investment securities available for sale
711,882

 
517,077

Proceeds from sales of investment securities available for sale
596,824

 
82,156

Purchases of investment securities available for sale
(1,233,236
)
 
(1,048,048
)
Proceeds from sales of loans and principal repayments on other loans held for sale
8,433

 
28,045

Proceeds from sales of other real estate
25,415

 
30,124

Net increase in loans
(879,200
)
 
(839,971
)
Purchases of BOLI policies

 
(45,000
)
Net increase in premises and equipment
(24,491
)
 
(21,667
)
Proceeds from sales of other assets held for sale
5,673

 
2,304

Net cash used in investing activities
$
(947,511
)
 
(1,417,240
)
 
 
 
 
Financing Activities
 
 
 
Net increase in demand and savings deposits
1,054,389

 
1,500,506

Net decrease in certificates of deposit
(105,698
)
 
(254,793
)
Net increase in federal funds purchased and securities sold under repurchase agreements
18,000

 
8,559

Repayments on long-term debt
(1,730,106
)
 
(525,000
)
Proceeds from issuance of long-term debt
1,700,000

 
425,000

Dividends paid to common shareholders
(44,737
)
 
(39,736
)
Dividends paid to preferred shareholders
(7,678
)
 
(7,678
)
Stock options exercised
2,981

 
4,897

Repurchases and agreements to repurchase shares of common stock
(263,084
)
 
(162,138
)
Restricted stock activity
(4,648
)
 
(4,461
)
Net cash provided by financing activities
$
619,419

 
945,156

Increase (decrease) in cash and cash equivalents
250

 
(156,093
)
Cash and cash equivalents at beginning of period
367,092

 
485,489

Cash and cash equivalents at end of period
$
367,342

 
329,396

 
 
 
 

5

Table of Contents

 
 
 
 
Supplemental Cash Flow Information
 
 
 
Cash paid during the period for:
 
 
 
Income tax payments, net
6,828

 
9,109

Interest paid
93,479

 
86,451

Non-cash Activities
 
 
 
Premises and equipment transferred to other assets held for sale
23,667

 
1,477

Loans foreclosed and transferred to other real estate
15,017

 
23,862

Loans transferred to other assets held for sale at fair value
10,482

 

Securities purchased during the period but settled after period-end
49,479

 

 
 
 
 
See accompanying notes to unaudited interim consolidated financial statements.

6



Notes to Unaudited Interim Consolidated Financial Statements
Note 1 - Significant Accounting Policies
Business Operations
The accompanying unaudited interim consolidated financial statements of Synovus Financial Corp. include the accounts of the Parent Company and its consolidated subsidiaries. Synovus Financial Corp. is a financial services company based in Columbus, Georgia. Through its wholly-owned subsidiary, Synovus Bank, member FDIC, the company provides commercial and retail banking in addition to a full suite of specialized products and services including private banking, treasury management, wealth management, and international banking. Synovus also provides mortgage services, financial planning, and investment advisory services through its wholly-owned subsidiaries, Synovus Mortgage, Synovus Trust, and Synovus Securities, as well as its GLOBALT and Creative Financial Group divisions. These specialized offerings, combined with traditional banking products and services, make Synovus Bank a great choice for retail and commercial customers.
Synovus Bank's 28 locally-branded bank divisions are positioned in some of the best markets in the Southeast, with 250 branches and 332 ATMs in Georgia, Alabama, South Carolina, Florida, and Tennessee.
Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions to the SEC Form 10-Q and Article 10 of Regulation S-X; therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, comprehensive income, and cash flows in conformity with GAAP. All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the consolidated financial position and results of operations for the periods covered by this Report have been included. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes appearing in Synovus' 2015 Form 10-K. There have been no significant changes to the accounting policies as disclosed in Synovus' 2015 Form 10-K.
In preparing the unaudited interim consolidated financial statements in accordance with 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 fair value of investment securities, the fair value of private equity investments, and contingent liabilities related to legal matters.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and due from banks. At September 30, 2016 and December 31, 2015, $33 thousand and $100 thousand, respectively, of the due from banks balance was restricted as to withdrawal.
Short-term Investments
Short-term investments consist of interest bearing funds with the Federal Reserve Bank, interest earning deposits with banks, and Federal funds sold and securities purchased under resale agreements. At September 30, 2016 and December 31, 2015, interest bearing funds with the Federal Reserve Bank included $135.1 million and $117.3 million, respectively, on deposit to meet Federal Reserve Bank requirements. Interest earning deposits with banks include $5.6 million and $2.2 million at September 30, 2016 and December 31, 2015, respectively, which are pledged as collateral in connection with certain letters of credit. Federal funds sold include $71.0 million and $65.9 million at September 30, 2016 and December 31, 2015, respectively, which are pledged to collateralize certain derivative financial 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.
Recently Adopted Accounting Standards Updates
During 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis, which became effective for Synovus on January 1, 2016. ASU 2015-02 was issued by the FASB to modify the analysis that companies must perform in order to determine whether a legal entity should be consolidated. ASU 2015-02 simplifies current consolidation rules by reducing the number of consolidation models; placing more emphasis on risk of loss when determining a controlling financial interest; reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a VIE; and changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs. Adoption of ASU 2015-02 did not have an impact on Synovus’ consolidated financial statements.



Reclassifications
Prior periods' consolidated financial statements are reclassified whenever necessary to conform to the current periods' 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 unaudited interim consolidated financial statements were issued, and has reflected, or disclosed, those items deemed appropriate within the unaudited interim consolidated financial statements.
On October 1, 2016, Synovus completed its acquisition of Entaire Global Companies, Inc. ("Entaire"), an Atlanta-based specialty financial services company. Under the terms of the agreement, Synovus acquired Entaire for an up-front payment of $30.0 million in common stock and cash, with potential additional payments to Entaire's stockholders over the next three to five years based on Entaire's earnings. As of October 1, 2016, Entaire had approximately $370 million in total assets, including loans totaling approximately $357 million.
Note 2 - Share Repurchase Program
During the third quarter of 2015, Synovus' Board of Directors authorized a $300 million share repurchase program to be completed over the next 15 months. Effective September 29, 2016, Synovus entered into an ASR agreement to repurchase the remaining $50.0 million of Synovus common stock under the share repurchase program and repurchased 1.2 million shares at an initial average price of $31.87. As of September 30, 2016, Synovus had repurchased a total of $289.4 million or 9.7 million shares at an average price of $29.78 per share under the $300 million share repurchase program. The remaining shares will be repurchased upon settlement of the ASR agreement on or before December 28, 2016. Share repurchases under the program by quarter are as follows: third quarter of 2016 - $80.9 million (2.6 million shares), second quarter of 2016 - $60.5 million (2.0 million shares), first quarter of 2016 - $110.9 million (3.9 million shares), and fourth quarter of 2015 - $37.1 million (1.2 million shares).


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Note 3 - Investment Securities
The amortized cost, gross unrealized gains and losses, and estimated fair values of investment securities available for sale at September 30, 2016 and December 31, 2015 are summarized below.
 
 
September 30, 2016
(in thousands)
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
 Fair Value
U.S. Treasury securities
 
$
73,758

 
754

 

 
74,512

U.S. Government agency securities
 
12,728

 
415

 

 
13,143

Securities issued by U.S. Government sponsored enterprises
 

 

 

 

Mortgage-backed securities issued by U.S. Government agencies
 
181,772

 
3,481

 
(102
)
 
185,151

Mortgage-backed securities issued by U.S. Government sponsored enterprises
 
2,391,778

 
31,624

 
(746
)
 
2,422,656

Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
 
868,723

 
8,108

 
(722
)
 
876,109

State and municipal securities
 
2,870

 
30

 
(1
)
 
2,899

Equity securities
 
2,755

 
5,892

 

 
8,647

Other investments
 
20,227

 
91

 
(282
)
 
20,036

Total investment securities available for sale
 
$
3,554,611

 
50,395

 
(1,853
)
 
3,603,153

 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
(in thousands)
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
U.S. Treasury securities
 
$
43,125

 
232

 

 
43,357

U.S. Government agency securities
 
13,087

 
536

 

 
13,623

Securities issued by U.S. Government sponsored enterprises
 
126,520

 
389

 

 
126,909

Mortgage-backed securities issued by U.S. Government agencies
 
209,785

 
1,340

 
(1,121
)
 
210,004

Mortgage-backed securities issued by U.S. Government sponsored enterprises
 
2,645,107

 
7,874

 
(22,562
)
 
2,630,419

Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
 
530,426

 
2,396

 
(3,225
)
 
529,597

State and municipal securities
 
4,343

 
92

 
(1
)
 
4,434

Equity securities
 
3,228

 
6,444

 

 
9,672

Other investments
 
20,177

 

 
(374
)
 
19,803

Total investment securities available for sale
 
$
3,595,798

 
19,303

 
(27,283
)
 
3,587,818

 
 
 
 
 
 
 
 
 
At September 30, 2016 and December 31, 2015, investment securities with a carrying value of $2.01 billion and $2.43 billion respectively, were pledged to secure certain deposits and securities sold under repurchase agreements as required by law and contractual agreements.
Synovus has reviewed investment securities that are in an unrealized loss position as of September 30, 2016 and December 31, 2015 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 earnings. 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 prior to the respective securities' recovery of all such unrealized losses.
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

9

Table of Contents

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 September 30, 2016, Synovus had sixteen investment securities in a loss position for less than twelve months and four investment securities in a loss position for twelve months or longer.
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 September 30, 2016 and December 31, 2015, are presented below.
 
September 30, 2016
 
Less than 12 Months
 
12 Months or Longer
 
Total
(in thousands)
Fair
Value
 
Gross Unrealized
Losses
 
Fair
Value
 
Gross Unrealized
Losses
 
Fair
Value
 
Gross Unrealized
Losses
Mortgage-backed securities issued by U.S. Government agencies
8,058

 
61

 
3,961

 
41

 
12,019

 
102

Mortgage-backed securities issued by U.S. Government sponsored enterprises
351,518

 
746

 

 

 
351,518

 
746

Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
197,340

 
460

 
26,566

 
262

 
223,906

 
722

State and municipal securities

 

 
54

 
1

 
54

 
1

Other investments

 

 
4,945

 
282

 
4,945

 
282

    Total
$
556,916

 
1,267

 
35,526

 
586

 
592,442

 
1,853

 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
 
Less than 12 Months
 
12 Months or Longer
 
Total
(in thousands)
Fair
Value
 
Gross Unrealized
Losses
 
Fair
Value
 
Gross Unrealized
Losses
 
Fair
Value
 
Gross Unrealized
Losses
Mortgage-backed securities issued by U.S. Government agencies
122,626

 
639

 
18,435

 
482

 
141,061

 
1,121

Mortgage-backed securities issued by U.S. Government sponsored enterprises
1,656,194

 
12,874

 
489,971

 
9,688

 
2,146,165

 
22,562

Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises
196,811

 
963

 
72,366

 
2,262

 
269,177

 
3,225

State and municipal securities

 

 
50

 
1

 
50

 
1

Other investments
14,985

 
15

 
4,818

 
359

 
19,803

 
374

Total
$
1,990,616

 
14,491

 
585,640

 
12,792

 
2,576,256

 
27,283

 
 
 
 
 
 
 
 
 
 
 
 

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The amortized cost and fair value by contractual maturity of investment securities available for sale at September 30, 2016 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 September 30, 2016
(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
$
18,770

 
54,988

 

 

 

 
73,758

U.S. Government agency securities
999

 
5,929

 
5,800

 

 

 
12,728

Securities issued by U.S. Government sponsored enterprises

 

 

 

 

 

Mortgage-backed securities issued by U.S. Government agencies

 

 
15,175

 
166,597

 

 
181,772

Mortgage-backed securities issued by U.S. Government sponsored enterprises

 
334

 
947,156

 
1,444,288

 

 
2,391,778

Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises

 

 

 
868,723

 

 
868,723

State and municipal securities
164

 
240

 

 
2,466

 

 
2,870

Equity securities

 

 

 


 
2,755

 
2,755

Other investments

 

 
15,000

 
2,000

 
3,227

 
20,227

Total amortized cost
$
19,933

 
61,491

 
983,131

 
2,484,074

 
5,982

 
3,554,611

 
 
 
 
 
 
 
 
 
 
 
 
Fair Value
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
$
18,770

 
55,742

 

 

 

 
74,512

U.S. Government agency securities
1,034

 
6,071

 
6,038

 

 

 
13,143

Securities issued by U.S. Government sponsored enterprises

 

 

 

 

 

Mortgage-backed securities issued by U.S. Government agencies

 

 
15,568

 
169,583

 

 
185,151

Mortgage-backed securities issued by U.S. Government sponsored enterprises

 
345

 
957,800

 
1,464,511

 

 
2,422,656

Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises

 

 

 
876,109

 

 
876,109

State and municipal securities
164

 
242

 

 
2,493

 

 
2,899

Equity securities

 

 

 

 
8,647

 
8,647

Other investments

 

 
15,091

 
1,774

 
3,171

 
20,036

Total fair value
$
19,968

 
62,400

 
994,497

 
2,514,470

 
11,818

 
3,603,153

 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from sales, gross gains, and gross losses on sales of securities available for sale for the nine and three months ended September 30, 2016 and 2015 are presented below. The specific identification method is used to reclassify gains and losses out of other comprehensive income at the time of sale.
 
 
Nine Months Ended September 30,
 
Three Months Ended September 30,
(in thousands)
 
2016
 
2015
 
2016
 
2015
Proceeds from sales of investment securities available for sale
 
$
596,824

 
82,156

 
$
353,215

 

Gross realized gains
 
2,590

 
2,710

 
1,635

 

Gross realized losses
 
(2,464
)
 

 
(1,576
)
 

Investment securities gains, net
 
$
126

 
2,710

 
$
59

 

 
 
 
 
 
 
 
 
 

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Note 4 - Restructuring Charges
For the nine and three months ended September 30, 2016 and 2015, total restructuring charges consist of the following components:
 
Nine Months Ended September 30,
 
Three Months Ended September 30,
(in thousands)
2016
 
2015
 
2016
 
2015
Lease termination charges
$
6

 
(4
)
 
$
(25
)
 

Asset impairment charges
8,107

 
229

 
1,240

 
229

Loss (gain) on sale of assets held for sale, net
13

 
(374
)
 

 
(217
)
Professional fees and other charges
99

 
116

 
28

 
57

Total restructuring charges, net
$
8,225

 
(33
)
 
$
1,243

 
69

 
 
 
 
 
 
 
 
For the three months ended September 30, 2016, Synovus recorded restructuring charges of $1.2 million due to additional asset impairment charges of $973 thousand on properties previously identified for disposition as well as a $267 thousand impairment on a branch identified during the third quarter for closure by year-end. For the nine months ended September 30, 2016, restructuring charges totaled $8.2 million with $4.8 million related to Synovus' continued corporate real estate optimization activities. Synovus continues to evaluate its branch network while deploying additional digital and on-line capabilities to increase convenience for customers while lowering transaction costs, and identified nine branches for closure during the nine months ended September 30, 2016, with seven of those branches closed as of September 30, 2016. Restructuring charges associated with branch closures identified during 2016 totaled $3.3 million for the nine months ended September 30, 2016. Synovus' branch network will consist of 248 locations at year-end, which will represent a 23.2% reduction from year-end 2010.  
During the nine months ended September 30, 2015, Synovus recorded net gains of $374 thousand on the sale of certain branch locations and recorded additional expense, net of $341 thousand associated primarily with 2014 branch closings.
The following tables present aggregate activity within the accrual for restructuring charges for the nine and three months ended September 30, 2016 and 2015:
(in thousands)
Severance Charges
 
Lease Termination Charges
 
Total
Balance at December 31, 2015
$
1,930

 
4,687

 
6,617

Accruals for efficiency initiatives

 
6

 
6

Payments
(1,702
)
 
(533
)
 
(2,235
)
Balance at September 30, 2016
$
228

 
4,160

 
4,388

 
 
 
 
 
 
Balance at July 1, 2016
593

 
4,375

 
4,968

Accruals for efficiency initiatives

 
(25
)
 
(25
)
Payments
(365
)
 
(190
)
 
(555
)
Balance at September 30, 2016
$
228

 
4,160

 
4,388

 
 
 
 
 
 
(in thousands)
Severance Charges
 
Lease Termination Charges
 
Total
Balance at December 31, 2014
$
3,291

 
5,539

 
8,830

Accruals for efficiency initiatives

 
(4
)
 
(4
)
Payments
(1,259
)
 
(608
)
 
(1,867
)
Balance at September 30, 2015
$
2,032

 
4,927

 
6,959

 
 
 
 
 
 
Balance at July 1, 2015
2,253

 
5,124

 
7,377

Accruals for efficiency initiatives

 

 

Payments
(221
)
 
(197
)
 
(418
)
Balance at September 30, 2015
$
2,032

 
4,927

 
6,959

 
 
 
 
 
 
All professional fees and other charges were paid in the quarters that they were incurred. No other restructuring charges resulted in payment accruals.

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Note 5 - Loans and Allowance for Loan Losses
The following is a summary of current, accruing past due, and non-accrual loans by portfolio class as of September 30, 2016 and December 31, 2015.
Current, Accruing Past Due, and Non-accrual Loans
 
 
September 30, 2016
 
(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
$
5,957,788

 
2,501

 
293

 
2,794

 
8,884

 
5,969,466

 
1-4 family properties
1,047,830

 
5,355

 
717

 
6,072

 
17,152

 
1,071,054

 
Land acquisition
414,425

 
2,678

 
1,283

 
3,961

 
6,672

 
425,058

 
Total commercial real estate
7,420,043

 
10,534

 
2,293

 
12,827

 
32,708

 
7,465,578

 
Commercial, financial and agricultural
6,475,826

 
17,987

 
942

 
18,929

 
49,874

 
6,544,629

 
Owner-occupied
4,441,624

 
8,145

 
153

 
8,298

 
21,443

 
4,471,365

 
Total commercial and industrial
10,917,450

 
26,132

 
1,095

 
27,227

 
71,317

 
11,015,994

 
Home equity lines
1,613,264

 
5,283

 
482

 
5,765

 
19,815

 
1,638,844

 
Consumer mortgages
2,212,358

 
9,411

 
101

 
9,512

 
21,284

 
2,243,154

 
Credit cards
229,735

 
1,309

 
1,265

 
2,574

 

 
232,309

 
Other retail loans
686,297

 
3,754

 
122

 
3,876

 
3,031

 
693,204

 
Total retail
4,741,654

 
19,757

 
1,970

 
21,727

 
44,130

 
4,807,511

 
Total loans
$
23,079,147

 
56,423

 
5,358

 
61,781

 
148,155

 
23,289,083

(1 
) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
 
(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
$
5,726,307

 
2,284

 

 
2,284

 
23,040

 
5,751,631

 
1-4 family properties
1,105,914

 
6,300

 
103

 
6,403

 
16,839

 
1,129,156

 
Land acquisition
495,542

 
639

 
32

 
671

 
17,768

 
513,981

 
Total commercial real estate
7,327,763

 
9,223

 
135

 
9,358

 
57,647

 
7,394,768

 
Commercial, financial and agricultural
6,391,036

 
12,222

 
785

 
13,007

 
49,137

 
6,453,180

 
Owner-occupied
4,293,308

 
5,254

 
95

 
5,349

 
20,293

 
4,318,950

 
Total commercial and industrial
10,684,344

 
17,476

 
880

 
18,356

 
69,430

 
10,772,130

 
Home equity lines
1,667,552

 
5,882

 

 
5,882

 
16,480

 
1,689,914

 
Consumer mortgages
1,907,644

 
8,657

 
134

 
8,791

 
22,248

 
1,938,683

 
Credit cards
237,742

 
1,663

 
1,446

 
3,109

 

 
240,851

 
Other retail loans
418,337

 
2,390

 
26

 
2,416

 
2,565

 
423,318

 
Total retail
4,231,275

 
18,592

 
1,606

 
20,198

 
41,293

 
4,292,766

 
Total loans
$
22,243,382

 
45,291

 
2,621

 
47,912

 
168,370

 
22,459,664

(2 
) 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Total before net deferred fees and costs of $26.2 million.
(2) Total before net deferred fees and costs of $30.1 million.







13

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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 Criticized (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 in a timely manner, of any underlying collateral.
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.
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 their 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 are generally assigned a risk grade similar to the classifications described above; however, upon reaching 90 days and 120 days past due, they are generally downgraded to Substandard and Loss, respectively, in accordance with the FFIEC Uniform Retail Credit Classification and Account Management Policy. Additionally, in accordance with the Interagency Supervisory Guidance on Allowance for Loan and Lease Losses Estimation Practices for Loans and Lines of Credit Secured by Junior Liens on 1-4 Family Residential Properties, the risk grade classifications of retail loans (home equity lines and consumer mortgages) 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.

14

Table of Contents

Loan Portfolio Credit Exposure by Risk Grade
 
 
September 30, 2016
 
(in thousands)
Pass
 
Special
Mention
 
Substandard(1)
 
Doubtful(2)
 
Loss
 
Total
 
Investment properties
$
5,852,738

 
80,002

 
36,726

 

 

 
5,969,466

 
1-4 family properties
961,369

 
48,024

 
54,619

 
7,042

 

 
1,071,054

 
Land acquisition
373,709

 
30,841

 
20,182

 
326

 

 
425,058

 
Total commercial real estate
7,187,816

 
158,867

 
111,527

 
7,368

 

 
7,465,578

 
Commercial, financial and agricultural
6,259,343

 
152,273

 
121,900

 
10,103

 
1,010

(3) 
6,544,629

 
Owner-occupied
4,276,792

 
73,250

 
119,911

 
1,412

 

 
4,471,365

 
Total commercial and industrial
10,536,135

 
225,523

 
241,811

 
11,515

 
1,010

 
11,015,994

 
Home equity lines
1,611,366

 

 
22,131

 
2,895

 
2,452

(3) 
1,638,844

 
Consumer mortgages
2,218,687

 

 
23,002

 
1,285

 
180

(3) 
2,243,154

 
Credit cards
231,044

 

 
483

 

 
782

(4) 
232,309

 
Other retail loans
689,663

 

 
3,429

 
42

 
70

(3) 
693,204

 
Total retail
4,750,760

 

 
49,045

 
4,222

 
3,484

 
4,807,511

 
Total loans
$
22,474,711

 
384,390

 
402,383

 
23,105

 
4,494

 
23,289,083

(5 
) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
 
(in thousands)
Pass
 
Special
Mention
 
Substandard(1)
 
Doubtful(2)
 
Loss
 
Total
 
Investment properties
$
5,560,595

 
114,705

 
76,331

 

 

 
5,751,631

 
1-4 family properties
995,903

 
64,325

 
61,726

 
7,202

 

 
1,129,156

 
Land acquisition
436,835

 
46,208

 
30,574

 
364

 

 
513,981

 
Total commercial real estate
6,993,333

 
225,238

 
168,631

 
7,566

 


7,394,768

 
Commercial, financial and agricultural
6,184,179

 
152,189

 
100,658

 
13,330

 
2,824

(3) 
6,453,180

 
Owner-occupied
4,118,631

 
78,490

 
121,272

 
98

 
459

(3) 
4,318,950

 
Total commercial and industrial
10,302,810

 
230,679

 
221,930

 
13,428

 
3,283


10,772,130

 
Home equity lines
1,666,586

 

 
20,456

 
1,206

 
1,666

(3) 
1,689,914

 
Consumer mortgages
1,910,649

 

 
26,041

 
1,700

 
293

(3) 
1,938,683

 
Credit cards
239,405

 

 
480

 

 
966

(4) 
240,851

 
Other retail loans
418,929

 

 
4,315

 

 
74

(3) 
423,318

 
Total retail
4,235,569

 

 
51,292

 
2,906

 
2,999

 
4,292,766

 
Total loans
$
21,531,712

 
455,917

 
441,853

 
23,900

 
6,282

 
22,459,664

(6 
) 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Includes $281.8 million and $303.7 million of Substandard accruing loans at September 30, 2016 and December 31, 2015, respectively.
(2) The loans within this risk grade are on non-accrual status. Commercial loans generally have an allowance for loan losses in accordance with ASC 310, and retail loans generally have an allowance for loan losses equal to 50% of the loan amount.
(3) The loans within this risk grade are on non-accrual status and have an allowance for loan losses equal to the full loan amount.
(4) Represent amounts that were 120 days past due. These credits are downgraded to the Loss category with an allowance for loan losses equal to the full loan amount and are generally charged off upon reaching 181 days past due in accordance with the FFIEC Uniform Retail Credit Classification and Account Management Policy.
(5) Total before net deferred fees and costs of $26.2 million.
(6) Total before net deferred fees and costs of $30.1 million.




15

Table of Contents

The following table details the changes in the allowance for loan losses by loan segment for the nine and three months ended September 30, 2016 and 2015.
Allowance for Loan Losses and Recorded Investment in Loans

 
As Of and For The Nine Months Ended September 30, 2016
(in thousands)
Commercial Real Estate
 
Commercial & Industrial
 
Retail
 
Total
Allowance for loan losses:
 
 
 
 
 
 
 
Beginning balance
$
87,133

 
122,989

 
42,374

 
252,496

Charge-offs
(13,361
)
 
(17,098
)
 
(10,611
)
 
(41,070
)
Recoveries
10,927

 
6,122

 
3,601

 
20,650

Provision for loan losses
(3,597
)
 
18,875

 
6,463

 
21,741

Ending balance(1)
$
81,102

 
130,888

 
41,827

 
253,817

Ending balance: individually evaluated for impairment
11,066

 
11,474

 
1,724

 
24,264

Ending balance: collectively evaluated for impairment
$
70,036

 
119,414

 
40,103

 
229,553

Loans:
 
 
 
 
 
 


Ending balance: total loans(1)(2)
$
7,465,578

 
11,015,994

 
4,807,511

 
23,289,083

Ending balance: individually evaluated for impairment    
102,837

 
118,442

 
37,820

 
259,099

Ending balance: collectively evaluated for impairment
$
7,362,741

 
10,897,552

 
4,769,691

 
23,029,984

 
 
 
 
 
 
 
 
 
As Of and For The Nine Months Ended September 30, 2015
(in thousands)
Commercial Real Estate
 
Commercial & Industrial
 
Retail
 
Total
Allowance for loan losses:
 
 
 
 
 
 
 
Beginning balance
$
101,471

 
118,110

 
41,736

 
261,317

Charge-offs
(12,120
)
 
(17,417
)
 
(16,535
)
 
(46,072
)
Recoveries
10,500

 
5,774

 
5,391

 
21,665

Provision for loan losses
(10,845
)
 
15,954

 
8,881

 
13,990

Ending balance(1)
$
89,006

 
122,421

 
39,473

 
250,900

Ending balance: individually evaluated for impairment
18,091

 
12,568

 
782

 
31,441

Ending balance: collectively evaluated for impairment
$
70,915

 
109,853

 
38,691

 
219,459

Loans:
 
 
 
 
 
 
 
Ending balance: total loans(1)(3)
$
7,207,461

 
10,525,972

 
4,159,243

 
21,892,676

Ending balance: individually evaluated for impairment
159,582

 
109,904

 
39,858

 
309,344

Ending balance: collectively evaluated for impairment
$
7,047,879

 
10,416,068

 
4,119,385

 
21,583,332

 
 
 
 
 
 
 
 
(1) As of and for the nine months ended September 30, 2016 and 2015, there were no purchased credit-impaired loans and no allowance for loan losses for purchased credit-impaired loans.
(2) Total before net deferred fees and costs of $26.2 million.
(3) Total before net deferred fees and costs of $28.4 million.

16

Table of Contents

Allowance for Loan Losses and Recorded Investment in Loans

 
As of and For The Three Months Ended September 30, 2016
(in thousands)
Commercial Real Estate
 
Commercial & Industrial
 
Retail
 
Total
Allowance for loan losses:
 
 
 
 
 
 
 
Beginning balance
$
79,359

 
129,633

 
46,084

 
255,076

Charge-offs
(4,084
)
 
(6,437
)
 
(3,463
)
 
(13,984
)
Recoveries
4,237

 
1,780

 
1,037

 
7,054

Provision for loan losses
1,590

 
5,912

 
(1,831
)
 
5,671

Ending balance(1)
$
81,102

 
130,888

 
41,827

 
253,817

Ending balance: individually evaluated for impairment
11,066

 
11,474

 
1,724

 
24,264

Ending balance: collectively evaluated for impairment
$
70,036

 
119,414

 
40,103

 
229,553

Loans:
 
 
 
 
 
 
 
Ending balance: total loans(1)(2)
$
7,465,578

 
11,015,994

 
4,807,511

 
23,289,083

Ending balance: individually evaluated for impairment    
102,837

 
118,442

 
37,820

 
259,099

Ending balance: collectively evaluated for impairment
$
7,362,741

 
10,897,552

 
4,769,691

 
23,029,984

 
 
 
 
 
 
 
 
 
As of and For The Three Months Ended September 30, 2015
(in thousands)
Commercial Real Estate
 
Commercial & Industrial
 
Retail
 
Total
Allowance for loan losses:
 
 
 
 
 
 
 
Beginning balance
$
90,691

 
123,050

 
40,961

 
254,702

Charge-offs
(1,722
)
 
(8,342
)
 
(4,779
)
 
(14,843
)
Recoveries
4,019

 
2,203

 
1,863

 
8,085

Provision for loan losses
(3,982
)
 
5,510

 
1,428

 
2,956

Ending balance(1)
$
89,006

 
122,421

 
39,473

 
250,900

Ending balance: individually evaluated for impairment
18,091

 
12,568

 
782

 
31,441

Ending balance: collectively evaluated for impairment
$
70,915

 
109,853

 
38,691

 
219,459

Loans:
 
 
 
 
 
 
 
Ending balance: total loans(1)(3)
$
7,207,461

 
10,525,972

 
4,159,243

 
21,892,676

Ending balance: individually evaluated for impairment
159,582

 
109,904

 
39,858

 
309,344

Ending balance: collectively evaluated for impairment
$
7,047,879

 
10,416,068

 
4,119,385

 
21,583,332

 
 
 
 
 
 
 
 
(1)As of and for the three months ended September 30, 2016 and 2015, there were no purchased credit-impaired loans and no allowance for loan losses for purchased credit-impaired loans.
(2) Total before net deferred fees and costs of $26.2 million.
(3) Total before net deferred fees and costs of $28.4 million.




17

Table of Contents

The tables below summarize impaired loans (including accruing TDRs) as of September 30, 2016 and December 31, 2015.
Impaired Loans (including accruing TDRs)
 
September 30, 2016
 
Nine Months Ended September 30, 2016
 
Three Months Ended
September 30, 2016
(in thousands)
Recorded Investment
 
Unpaid Principal Balance
 
Related Allowance
 
Average Recorded Investment
 
Interest Income Recognized
 
Average Recorded Investment
 
Interest Income Recognized
With no related allowance recorded
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment properties
$
996

 
1,032

 

 
6,901

 

 
3,158

 

1-4 family properties
1,880

 
5,876

 

 
1,328

 

 
1,150

 

Land acquisition
920

 
4,360

 

 
3,644

 

 
2,070

 

Total commercial real estate
3,796

 
11,268

 

 
11,873

 

 
6,378

 

Commercial, financial and agricultural
4,015

 
5,406

 

 
5,276

 

 
4,351

 

Owner-occupied
10,896

 
11,907

 

 
8,182

 

 
7,223

 

Total commercial and industrial
14,911

 
17,313

 

 
13,458

 

 
11,574

 

Home equity lines
1,051

 
1,051

 

 
1,043

 

 
1,051

 

Consumer mortgages
814

 
2,065

 

 
814

 

 
814

 

Credit cards

 

 

 

 

 

 

Other retail loans

 

 

 

 

 

 

Total retail
1,865

 
3,116

 

 
1,857

 

 
1,865

 

Total impaired loans with no
related allowance recorded
$
20,572

 
31,697

 

 
27,188

 

 
19,817



With allowance recorded
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment properties
$
37,634

 
37,639

 
3,004

 
45,536

 
1,364

 
38,125

 
342

1-4 family properties
47,139

 
47,146

 
7,394

 
49,496

 
822

 
49,079

 
361

Land acquisition
14,268

 
14,268

 
668

 
17,842

 
349

 
14,095

 
126

Total commercial real estate
99,041

 
99,053

 
11,066

 
112,874

 
2,535

 
101,299

 
829

Commercial, financial and agricultural
47,881

 
50,357

 
9,736

 
53,618

 
863

 
51,820

 
346

Owner-occupied
55,650

 
55,870

 
1,738

 
51,565

 
1,419

 
53,935

 
492

Total commercial and industrial
103,531

 
106,227

 
11,474

 
105,183

 
2,282

 
105,755

 
838

Home equity lines
10,433

 
10,433

 
963

 
9,563

 
766

 
9,870

 
254

Consumer mortgages
20,571

 
20,571

 
610

 
21,259

 
332

 
20,817

 
108

Credit cards

 

 

 

 

 

 

Other retail loans
4,951

 
4,951

 
151

 
5,108

 
222

 
5,455

 
79

Total retail
35,955

 
35,955


1,724

 
35,930

 
1,320

 
36,142

 
441

Total impaired loans with
allowance recorded
$
238,527

 
241,235

 
24,264

 
253,987

 
6,137

 
243,196

 
2,108

Total impaired loans
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment properties
$
38,630

 
38,671


3,004

 
52,437

 
1,364


41,283

 
342

1-4 family properties
49,019

 
53,022


7,394

 
50,824

 
822


50,229

 
361

Land acquisition
15,188

 
18,628


668

 
21,486

 
349


16,165

 
126

Total commercial real estate
102,837

 
110,321


11,066

 
124,747

 
2,535


107,677

 
829

Commercial, financial and agricultural
51,896

 
55,763


9,736

 
58,894

 
863


56,171

 
346

Owner-occupied
66,546

 
67,777


1,738

 
59,747

 
1,419


61,158

 
492

Total commercial and industrial
118,442

 
123,540


11,474

 
118,641

 
2,282


117,329

 
838

Home equity lines
11,484

 
11,484


963

 
10,606

 
766


10,921

 
254

Consumer mortgages
21,385

 
22,636


610

 
22,073

 
332


21,631

 
108

Credit cards

 



 

 



 

Other retail loans
4,951

 
4,951


151

 
5,108

 
222


5,455

 
79

Total retail
37,820

 
39,071


1,724

 
37,787

 
1,320


38,007

 
441

Total impaired loans
$
259,099

 
272,932


24,264

 
281,175

 
6,137


263,013

 
2,108

 
 
 
 
 
 
 
 
 
 
 
 
 
 

18

Table of Contents

Impaired Loans (including accruing TDRs)
 
December 31, 2015
 
Year Ended December 31, 2015
(in thousands)
Recorded Investment
 
Unpaid Principal Balance
 
Related Allowance
 
Average Recorded Investment
 
Interest Income Recognized
With no related allowance recorded
 
 
 
 
 
 
 
 
 
Investment properties
$
10,051

 
12,946

 

 
11,625

 

1-4 family properties
1,507

 
5,526

 

 
2,546

 

Land acquisition
8,551

 
39,053

 

 
13,897

 

Total commercial real estate
20,109

 
57,525

 

 
28,068

 

Commercial, financial and agricultural
4,393

 
7,606

 

 
5,737

 

Owner-occupied
8,762

 
11,210

 

 
14,657

 

Total commercial and industrial
13,155

 
18,816

 

 
20,394

 

Home equity lines
1,030

 
1,030

 

 
573

 

Consumer mortgages
814

 
941

 

 
995

 

Credit cards

 

 

 

 

Other retail loans

 

 

 

 

Total retail
1,844

 
1,971

 

 
1,568

 

Total impaired loans with no
related allowance recorded
$
35,108

 
78,312

 

 
50,030

 

With allowance recorded
 
 
 
 
 
 
 
 
 
Investment properties
$
62,305

 
62,305

 
10,070

 
73,211

 
2,131

1-4 family properties
51,376

 
51,376

 
6,184

 
61,690

 
1,618

Land acquisition
24,168

 
24,738

 
2,715

 
34,793

 
936

Total commercial real estate
137,849

 
138,419

 
18,969

 
169,694

 
4,685

Commercial, financial and agricultural
42,914

 
44,374

 
8,339

 
43,740

 
1,125

Owner-occupied
49,530

 
49,688

 
2,138

 
55,323

 
1,814

Total commercial and industrial
92,444

 
94,062

 
10,477

 
99,063

 
2,939

Home equity lines
9,575

 
9,575

 
206

 
8,318

 
346

Consumer mortgages
22,173

 
23,297

 
651

 
26,044

 
1,229

Credit cards

 

 

 

 

Other retail loans
4,651

 
4,651

 
132

 
5,105

 
323

Total retail
36,399

 
37,523

 
989

 
39,467

 
1,898

Total impaired loans with
allowance recorded
$
266,692

 
270,004

 
30,435

 
308,224

 
9,522

Total impaired loans
 
 
 
 
 
 
 
 
 
Investment properties
$
72,356

 
75,251

 
10,070

 
84,836

 
2,131

1-4 family properties
52,883

 
56,902

 
6,184

 
64,236

 
1,618

Land acquisition
32,719

 
63,791

 
2,715

 
48,690

 
936

Total commercial real estate
157,958

 
195,944

 
18,969

 
197,762

 
4,685

Commercial, financial and agricultural
47,307

 
51,980

 
8,339

 
49,477

 
1,125

Owner-occupied
58,292

 
60,898

 
2,138

 
69,980

 
1,814

Total commercial and industrial
105,599

 
112,878

 
10,477

 
119,457

 
2,939

Home equity lines
10,605

 
10,605

 
206

 
8,891

 
346

Consumer mortgages
22,987

 
24,238

 
651

 
27,039

 
1,229

Credit cards

 

 

 

 

Other retail loans
4,651

 
4,651

 
132

 
5,105

 
323

Total retail
38,243

 
39,494

 
989

 
41,035

 
1,898

Total impaired loans
$
301,800

 
348,316

 
30,435

 
358,254

 
9,522

 
 
 
 
 
 
 
 
 
 

19

Table of Contents

The average recorded investment in impaired loans was $375.5 million and $323.5 million for the nine and three months ended September 30, 2015. Excluding accruing TDRs, there was no interest income recognized for the investment in impaired loans for the nine and three months ended September 30, 2015. Interest income recognized for accruing TDRs was $7.3 million and $2.2 million for the nine and three months ended September 30, 2015. At September 30, 2016 and December 31, 2015, impaired loans of $57.2 million and $77.9 million, respectively, were on non-accrual status.
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 an 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 3 months or less, are generally not considered to be financial concessions.

20

Table of Contents

The following tables represent, by concession type, the post-modification balance for loans modified or renewed during the nine and three months ended September 30, 2016 and 2015 that were reported as accruing or non-accruing TDRs.
TDRs by Concession Type
 
 
 
Nine Months Ended September 30, 2016
 
(in thousands, except contract data)
Number of Contracts
 
Principal Forgiveness
 
Below Market Interest Rate
 
Term Extensions and/or Other Concessions
 
Total
 
Investment properties
4

 
$

 
1,826

 
3,518

 
5,344

 
1-4 family properties
23

 

 
3,703

 
1,211

 
4,914

 
Land acquisition
13

 

 

 
1,766

 
1,766

 
Total commercial real estate
40

 

 
5,529

 
6,495

 
12,024

 
Commercial, financial and agricultural
50

 

 
13,948

 
5,232

 
19,180

 
Owner-occupied
7

 

 
5,458

 
550

 
6,008

 
Total commercial and industrial
57

 

 
19,406

 
5,782

 
25,188

 
Home equity lines
5

 

 
224

 
123

 
347

 
Consumer mortgages
6

 

 
354

 
51

 
405

 
Credit cards

 

 

 

 

 
Other retail loans
24

 

 
394

 
1,828

 
2,222

 
Total retail
35

 

 
972

 
2,002

 
2,974

 
Total TDRs
132

 
$

 
25,907

 
14,279

 
40,186

(1 
) 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2016
 
(in thousands, except contract data)
Number of Contracts
 
Principal Forgiveness
 
Below Market Interest Rate
 
Term Extensions
and/or Other Concessions
 
Total
 
Investment properties
1

 
$

 

 
3,370

 
3,370

 
1-4 family properties
4

 

 
213

 
47

 
260

 
Land acquisition
2

 

 

 
497

 
497

 
Total commercial real estate
7

 

 
213

 
3,914

 
4,127

 
Commercial, financial and agricultural
5

 

 

 
387

 
387

 
Owner-occupied
1

 

 
2,791

 

 
2,791

 
Total commercial and industrial
6

 

 
2,791

 
387

 
3,178

 
Home equity lines
2

 

 

 
123

 
123

 
Consumer mortgages

 

 

 

 

 
Credit cards

 

 

 

 

 
Other retail loans
7

 

 
70

 
294

 
364

 
Total retail
9

 

 
70

 
417

 
487

 
Total TDRs
22

 
$

 
3,074

 
4,718

 
7,792

(2 
) 
 
 
 
 
 
 
 
 
 
 
 
(1) No net charge-offs were recorded during the nine months ended September 30, 2016 upon restructuring of these loans.
(2) No net charge-offs were recorded during the three months ended September 30, 2016 upon restructuring of these loans.






21

Table of Contents

TDRs by Concession Type
 
 
 
Nine Months Ended September 30, 2015
 
(in thousands, except contract data)
Number of Contracts
 
Principal Forgiveness
 
Below Market Interest Rate
 
Term Extensions and/or Other Concessions
 
Total
 
Investment properties
5

 
$

 
16,932

 
6,905

 
23,837

 
1-4 family properties
31

 
14,823

 
4,078

 
1,774

 
20,675

 
Land acquisition
8

 

 
604

 
1,187

 
1,791

 
Total commercial real estate
44

 
14,823

 
21,614

 
9,866

 
46,303

 
Commercial, financial and agricultural
71

 

 
3,094

 
5,455

 
8,549

 
Owner-occupied
7

 

 
1,739

 
1,314

 
3,053

 
Total commercial and industrial
78

 

 
4,833

 
6,769

 
11,602

 
Home equity lines
53

 

 
2,826

 
2,905

 
5,731

 
Consumer mortgages
12

 

 
510

 
786

 
1,296

 
Credit cards

 

 

 

 

 
Other retail loans
20

 

 
259

 
634

 
893

 
Total retail
85

 

 
3,595

 
4,325

 
7,920

 
Total TDRs
207

 
$
14,823

 
30,042

 
20,960

 
65,825

(3 
) 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2015
 
(in thousands, except contract data)
Number of Contracts
 
Principal Forgiveness
 
Below Market Interest Rate
 
Term Extensions
and/or Other Concessions
 
Total
 
Investment properties
1

 
$

 

 
3,090

 
3,090

 
1-4 family properties
10

 

 
721

 
895

 
1,616

 
Land acquisition
2

 

 

 
368

 
368

 
Total commercial real estate
13

 

 
721

 
4,353

 
5,074

 
Commercial, financial and agricultural
22

 

 
1,514

 
1,611

 
3,125

 
Owner-occupied
4

 

 

 
898

 
898

 
Total commercial and industrial
26

 

 
1,514

 
2,509

 
4,023

 
Home equity lines
5

 

 
309

 
757

 
1,066

 
Consumer mortgages

 

 

 

 

 
Credit cards

 

 

 

 

 
Other retail loans
7

 

 
2

 
139

 
141

 
Total retail
12

 

 
311

 
896

 
1,207

 
Total TDRs
51

 
$

 
2,546

 
7,758

 
10,304

(4 
) 
 
 
 
 
 
 
 
 
 
 
 
(3) Net charge-offs of $4.0 million were recorded during the nine months ended September 30, 2015 upon restructuring of these loans.
(4) No net charge-offs were recorded during the three months ended September 30, 2015 upon restructuring of these loans.



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Table of Contents

For the nine and three months ended September 30, 2016, there were two defaults with a recorded investment of $181 thousand and one default with a recorded investment of $89 thousand, respectively, on accruing TDRs restructured during the previous twelve months (defaults are defined as the earlier of the TDR being placed on non-accrual status or reaching 90 days past due with respect to principal and/or interest payments) compared to four defaults with a recorded investment of $593 thousand and two defaults with a recorded investment of $478 thousand, respectively, for the nine and three months ended September 30, 2015.
If, at the time a loan was designated as a TDR, the loan was not already impaired, the measurement of impairment that resulted 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. Generally, the change in the allowance for loan losses resulting from such TDR designation is not significant. At September 30, 2016, the allowance for loan losses allocated to accruing TDRs totaling $201.9 million was $11.8 million compared to accruing TDRs of $223.9 million with an allocated allowance for loan losses of $12.6 million at December 31, 2015. Non-accrual, non-homogeneous loans (commercial-type impaired loans 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.

23

Table of Contents

Note 6 - Other Comprehensive Income (Loss)
The following tables illustrate activity within the balances in accumulated other comprehensive income (loss) by component for the nine and three months ended September 30, 2016 and 2015.
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, 2015
$
(12,504
)
 
(18,222
)
 
907

 
(29,819
)
Other comprehensive income before reclassifications

 
34,827

 
63

 
34,890

Amounts reclassified from accumulated other comprehensive income (loss)
247

 
(77
)
 
(76
)
 
94

Net current period other comprehensive income
247

 
34,750

 
(13
)
 
34,984

Balance as of September 30, 2016
$
(12,257
)
 
16,528

 
894

 
5,165

 
 
 
 
 
 
 
 
Balance as of July 1, 2016
$
(12,297
)
 
22,459

 
843

 
11,005

Other comprehensive income before reclassifications

 
(5,895
)
 
63

 
(5,832
)
Amounts reclassified from accumulated other comprehensive income (loss)
40

 
(36
)
 
(12
)
 
(8
)
Net current period other comprehensive income
40

 
(5,931
)
 
51

 
(5,840
)
Balance as of September 30, 2016
$
(12,257
)
 
16,528

 
894

 
5,165

 
 
 
 
 
 
 
 

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, 2014
$
(12,824
)
 
(713
)
 
932

 
(12,605
)
Other comprehensive income before reclassifications

 
7,941

 
143

 
8,084

Amounts reclassified from accumulated other comprehensive income (loss)
206

 
(1,667
)
 
(110
)
 
(1,571
)
Net current period other comprehensive income
206

 
6,274

 
33

 
6,513

Balance as of September 30, 2015
$
(12,618
)
 
5,561

 
965

 
(6,092
)
 
 
 
 
 
 
 
 
Balance as of July 1, 2015
$
(12,687
)
 
(10,659
)
 
1,023

 
(22,323
)
Other comprehensive income (loss) before reclassifications

 
16,220

 

 
16,220

Amounts reclassified from accumulated other comprehensive income (loss)
69

 

 
(58
)
 
11

Net current period other comprehensive income (loss)
69

 
16,220

 
(58
)
 
16,231

Balance as of September 30, 2015
$
(12,618
)
 
5,561

 
965

 
(6,092
)
 
 
 
 
 
 
 
 
 


24

Table of Contents

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). 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 financial instruments, equity securities, and debt securities as a single portfolio. As of September 30, 2016, the 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 a 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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Table of Contents

Reclassifications out of Accumulated Other Comprehensive Income (Loss)
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
 
 
For the Nine Months Ended September 30,
 
 
 
2016
 
2015
 
Net unrealized gains (losses) on cash flow hedges:
 
 
 
 
 
  Amortization of deferred losses
 
$
(205
)
 
(336
)
Interest expense
  Amortization of deferred losses
 
(197
)
 

Loss on early extinguishment of debt
 
 
155

 
130

Income tax (expense) benefit
 
 
$
(247
)
 
(206
)
Reclassifications, net of income taxes
 
 
 
 
 
 
Net unrealized gains (losses) on investment securities available for sale:
 
 
 
 
 
  Realized gain on sale of securities
 
$
126

 
2,710

Investment securities gains, net
 
 
(49
)
 
(1,043
)
Income tax (expense) benefit
 
 
$
77

 
1,667

Reclassifications, net of income taxes
Post-retirement unfunded health benefit:
 
 
 
 
 
  Amortization of actuarial gains
 
$
124

 
178

Salaries and other personnel expense
 
 
(48
)
 
(68
)
Income tax (expense) benefit
 
 
$
76

 
110

Reclassifications, net of income taxes
 
 
 
 
 
 

Reclassifications out of Accumulated Other Comprehensive Income (Loss)
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
 
 
For the Three Months Ended September 30,
 
 
 
2016
 
2015
 
Net unrealized gains (losses) on cash flow hedges:
 
 
 
 
 
  Amortization of deferred losses
 
$
(65
)
 
(112
)
Interest expense
 
 
25

 
43

Income tax (expense) benefit
 
 
$
(40
)
 
(69
)
Reclassifications, net of income taxes
 
 
 
 
 
 
Net unrealized gains (losses) on investment securities available for sale:
 
 
 
 
 
  Realized gain on sale of securities
 
$
59

 

Investment securities gains, net
 
 
(23
)
 

Income tax (expense) benefit
 
 
$
36

 

Reclassifications, net of income taxes
Post-retirement unfunded health benefit:
 
 
 
 
 
  Amortization of actuarial gains
 
$
20

 
94

Salaries and other personnel expense
 
 
(8
)
 
(36
)
Income tax (expense) benefit
 
 
$
12

 
58

Reclassifications, net of income taxes
 
 
 
 
 
 

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Table of Contents

Note 7 - Fair Value Accounting
Synovus carries various assets and liabilities at fair value based on the fair value accounting guidance under ASC 820, Fair Value Measurements, and ASC 825, Financial Instruments. 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.
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:
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, U.S. Treasury securities, and mutual funds.
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 private equity investments.
See "Note 14 - Fair Value Accounting" to the consolidated financial statements of Synovus' 2015 Form 10-K for a description of valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis.




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Table of Contents

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 September 30, 2016 and December 31, 2015, 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 during the nine and three months ended September 30, 2016 and year ended December 31, 2015 were inconsequential.
 
September 30, 2016
(in thousands)
Level 1
 
Level 2
 
Level 3
 
Total Assets and Liabilities at Fair Value
Assets
 
 
 
 
 
 
 
Trading securities:
 
 
 
 
 
 
 
   U.S. Government agency securities
 
 
2,371

 
 
 
2,371

Mortgage-backed securities issued by U.S. Government agencies

 
2,380

 

 
2,380

  Collateralized mortgage obligations issued by
  U.S. Government sponsored enterprises    

 
1,860

 

 
1,860

  State and municipal securities

 
698

 

 
698

Total trading securities
$

 
7,309

 

 
7,309

Mortgage loans held for sale

 
95,769

 

 
95,769

Investment securities available for sale:
 
 
 
 
 
 
 
U.S. Treasury securities
74,512

 

 

 
74,512

U.S. Government agency securities

 
13,143

 

 
13,143

Mortgage-backed securities issued by U.S. Government agencies

 
185,151

 

 
185,151

Mortgage-backed securities issued by U.S. Government sponsored enterprises

 
2,422,656

 

 
2,422,656

Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises

 
876,109

 

 
876,109

State and municipal securities

 
2,899

 

 
2,899

Equity securities
8,647

 

 

 
8,647

 Other investments(1)    
3,172

 
15,091

 
1,773

 
20,036

Total investment securities available for sale
$
86,331

 
3,515,049

 
1,773

 
3,603,153

Private equity investments

 

 
25,992

 
25,992

Mutual funds held in rabbi trusts
11,206

 

 

 
11,206

Derivative assets:
 
 
 
 
 
 
 
Interest rate contracts

 
32,336

 

 
32,336

Mortgage derivatives(2)

 
2,407

 

 
2,407

Total derivative assets
$

 
34,743

 

 
34,743

Liabilities
 
 
 
 
 
 
 
Trading account liabilities

 
5,666

 

 
5,666

Derivative liabilities:
 
 
 
 
 
 
 
Interest rate contracts

 
32,747

 

 
32,747

Mortgage derivatives(2)

 
659

 

 
659

Visa derivative

 

 
1,415

 
1,415

Total derivative liabilities
$

 
33,406

 
1,415

 
34,821

 
 
 
 
 
 
 
 

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Table of Contents

 
December 31, 2015
(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

 
2,922

 

 
2,922

Collateralized mortgage obligations issued by U.S. Government sponsored enterprises

 
1,078

 

 
1,078

State and municipal securities

 
1,097

 

 
1,097

Total trading securities
$

 
5,097

 

 
5,097

Mortgage loans held for sale

 
59,275

 

 
59,275

Investment securities available for sale:
 
 
 
 
 
 
 
     U.S. Treasury securities
43,357

 

 

 
43,357

U.S. Government agency securities

 
13,623

 

 
13,623

Securities issued by U.S. Government sponsored enterprises

 
126,909

 

 
126,909

Mortgage-backed securities issued by U.S. Government agencies

 
210,004

 

 
210,004

Mortgage-backed securities issued by U.S. Government sponsored enterprises

 
2,630,419

 

 
2,630,419

Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises

 
529,597

 

 
529,597

State and municipal securities

 
4,434

 

 
4,434

Equity securities
9,672

 

 

 
9,672

 Other investments(1)    
3,073

 
14,985

 
1,745

 
19,803

Total investment securities available for sale
$
56,102

 
3,529,971

 
1,745

 
3,587,818

Private equity investments

 
870

 
27,148

 
28,018

Mutual funds held in rabbi trusts
10,664

 

 

 
10,664

Derivative assets:
 
 
 
 
 
 
 
Interest rate contracts

 
25,580

 

 
25,580

Mortgage derivatives(2)

 
1,559

 

 
1,559

Total derivative assets
$

 
27,139

 

 
27,139

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Trading account liabilities

 
1,032

 

 
1,032

Derivative liabilities:
 
 
 
 
 
 
 
Interest rate contracts

 
26,030

 

 
26,030

Visa derivative

 

 
1,415

 
1,415

Total derivative liabilities
$

 
26,030

 
1,415

 
27,445

 
 
 
 
 
 
 
 
(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.


29

Table of Contents

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 are recorded as a component of mortgage banking income in the consolidated statements of income. An immaterial portion of these changes in fair value was attributable to changes in instrument-specific credit risk.
Changes in Fair Value Included in Net Income
 
 
 
 
 
 
 
 
For the Nine Months Ended September 30,
 
For the Three Months Ended September 30,
(in thousands)
2016
 
2015
 
2016
 
2015
Mortgage loans held for sale
$
1,762

 
450

 
$
(87
)
 
1,012

 
 
 
 
 
 
 
 

Mortgage Loans Held for Sale
 
(in thousands)
As of September 30, 2016
 
As of December 31, 2015
Fair value
$
95,769

 
59,275

Unpaid principal balance
92,910

 
58,177

Fair value less aggregate unpaid principal balance
$
2,859

 
1,098

 
 
 
 

30

Table of Contents

Changes in Level 3 Fair Value Measurements and Quantitative Information about 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 nine and three months ended September 30, 2016 and 2015 (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 the nine and three months ended September 30, 2016 and 2015, Synovus did not have any transfers between levels in the fair value hierarchy.
 
Nine Months Ended September 30,
 
2016
 
2015
(in thousands)
Investment Securities Available for Sale
 
Private Equity Investments
 
Visa Derivative
 
Investment Securities Available for Sale
 
Private Equity Investments
 
Visa Derivative
Beginning balance, January 1,
$
1,745

 
27,148

 
(1,415
)
 
1,645

 
27,367

 
(1,401
)
Total gains (losses) realized/unrealized:
 
 
 
 
 
 
 
 
 
 
 
Included in earnings    

 
(527
)
 
(1,080
)
 

 
(517
)
 
(1,092
)
Unrealized gains (losses) included in other comprehensive income
28

 

 

 
(114
)
 

 

Purchases

 

 

 

 

 

Sales

 

 

 

 

 

Issuances

 

 

 

 

 

Settlements

 
(629
)
 
1,080

 

 

 
1,078

Amortization of discount/premium

 

 

 

 

 

Transfers in and/or out of Level 3

 

 

 

 

 

Ending balance, September 30,
$
1,773

 
25,992

 
(1,415
)
 
1,531

 
26,850

 
(1,415
)
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at September 30,
$

 
(527
)
 
(1,080
)
 

 
(517
)
 
(1,092
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
2016
 
2015
(in thousands)
Investment Securities Available for Sale
 
 Private Equity Investments
 
Visa Derivative
 
Investment Securities Available for Sale
 
 Private Equity Investments
 
Visa Derivative
Beginning balance, July 1,
$
1,625

 
26,866

 
(1,415
)
 
1,700

 
26,959

 
(1,415
)
Total gains (losses) realized/unrealized:
 
 
 
 
 
 
 
 
 
 
 
Included in earnings    

 
(249
)
 
(360
)
 

 
(109
)
 
(363
)
Unrealized gains (losses) included in other comprehensive income
148

 

 

 
(169
)
 

 

Settlements

 
(625
)
 
360

 

 

 
363

Ending balance, September 30,
$
1,773

 
25,992

 
(1,415
)
 
1,531

 
26,850

 
(1,415
)
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at September 30,
$

 
(249
)
 
(360
)
 

 
(109
)
 
(363
)
 
 
 
 
 
 
 
 
 
 
 
 

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Table of Contents

The table below provides 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 and are measured at fair value on a recurring basis. 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.
 
 
 
 
September 30, 2016
 
December 31, 2015
 
 
Valuation Technique
Significant Unobservable Input
Range
(Weighted Average)(1)
 
Range
(Weighted Average)(1)
Assets measured at fair
value on a recurring basis
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment Securities Available for Sale - Other Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
Trust preferred securities
 
Discounted cash flow analysis
Credit spread embedded in discount rate
438 bps
 
477 bps
 
 
 
 
 
 
 
Private equity investments
 
Individual analysis of each investee company
Multiple factors, including but not limited to, current operations, financial condition, cash flows, evaluation of business management and financial plans, and recently executed financing transactions related to the investee companies
N/A
 
N/A
 
 
 
Discount for lack of liquidity(2)
15%
 
15%
 
 
 
 
 
 
 
Visa derivative liability
 
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
N/A
 
N/A
 
 
 
 
 
 
 
(1) The range represents management's best estimate of the high and low of the value that would be assigned to a particular input.
(2) Represents management's estimate of discount that market participants would require based on the instrument's lack of liquidity.

32

Table of Contents

Assets Measured at Fair Value on a Non-recurring Basis
Certain assets are 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.


September 30, 2016
 
December 31, 2015
(in thousands)
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
Impaired loans*
$

 

 
5,952

 
5,952

 

 

 
11,264

 
11,264

Other loans held for sale

 

 
2,474

 
2,474

 

 

 
425

 
425

Other real estate




11,036


11,036

 

 

 
23,519

 
23,519

Other assets held for sale
$

 

 
7,094

 
7,094

 

 

 
3,425

 
3,425

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

The following table presents fair value adjustments recognized in earnings for the nine and three months ended September 30, 2016 and 2015 for the assets measured at fair value on a non-recurring basis.
 
Nine Months Ended September 30,
 
Three Months Ended September 30,
(in thousands)
2016
 
2015
 
2016
 
2015
Impaired loans*
$
1,329

 
3,549

 
59

 
1,789

Other loans held for sale
2,096

 

 
2,096

 

Other real estate
2,405

 
7,405

 
968

 
2,645

Other assets held for sale
7,532

 
1,043

 
907

 
1,043

 
 
 
 
 
 
 
 
* Collateral-dependent impaired loans that were written down to collateral value during the period.

    

















33

Table of Contents

The table below provides 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 and are measured at fair value on a non-recurring basis. 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.
 
 
 
 
September 30, 2016
 
December 31, 2015
 
 
Valuation Technique
Significant Unobservable Input
Range
(Weighted Average)(1)
 
Range
(Weighted Average)(1)
Assets measured at fair
value on a non-recurring basis
 
 
 
 
 
 
 
 
 
 
 
 
 
Collateral dependent impaired loans
 
Third-party appraised value of collateral less estimated selling costs or contracted sales price
Discount to appraised value (2)
Estimated selling costs
0% - 52% (11%)
0% - 10% (7%)
 
0%-80% (29%)
0%-10% (7%)
 
 
 
 
 
 
 
Other loans held for sale
 
Third-party appraised value of collateral less estimated selling costs or contracted sales price
Discount to appraised value (2)
Estimated selling costs
0%-13% (13%)
0%-10% (7%)
 
0%-3% (3%)
0%-10% (7%)
 
 
 
 
 
 
 
Other real estate
 
Third-party appraised value of real estate less estimated selling costs or contracted sales price
Discount to appraised value (2)
Estimated selling costs
0% - 10% (6%)
0% - 10% (7%)
 
0%-20% (7%)
0%-10% (7%)
 
 
 
 
 
 
 
Other assets held for sale
 
Third-party appraised value of real estate or other asset less estimated selling costs or BOV
Discount to appraised value (2)
Estimated selling costs
0%-71% (41%) 0%-10% (7%)
 
0%-35% (31%)
0%-10% (7%)
 
 
 
 
 
 
 
(1) The range represents management's estimate of the high and low of the value that would be assigned to a particular input. For assets measured at fair value on a non-recurring basis, the weighted average is the measure of central tendencies; it is not the value that management is using for the asset or liability.
(2) Synovus also makes adjustments to the values of the assets listed above for reasons, including age of the appraisal, information known by management about the property, such as occupancy rates, changes to the physical condition of the property, and other factors.

Fair Value of Financial Instruments
The following table presents the carrying and fair values of financial instruments at September 30, 2016 and December 31, 2015. The fair values represent management’s estimates based on various methodologies and assumptions. For financial instruments that are not recorded at fair value on the balance sheet, such as loans held for investment, interest bearing deposits (including brokered deposits), and long-term debt, the fair value amounts should not be taken as an estimate of the amount that would be realized if all such financial instruments were to be settled immediately.
 







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The carrying and estimated fair values of financial instruments, as well as the level within the fair value hierarchy, as of September 30, 2016 and December 31, 2015 are as follows:
 
September 30, 2016

(in thousands)
Carrying Value
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Financial assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
367,342

 
367,342

 
367,342

 

 

Interest bearing funds with Federal Reserve Bank
985,776

 
985,776

 
985,776

 

 

Interest earning deposits with banks
18,375

 
18,375

 
18,375

 

 

Federal funds sold and securities purchased under resale agreements
71,753

 
71,753

 
71,753

 

 

Trading account assets
7,309

 
7,309

 

 
7,309

 

Mortgage loans held for sale
95,769

 
95,769

 

 
95,769

 

Other loans held for sale
2,474

 
2,474

 
 
 
 
 
2,474

Investment securities available for sale
3,603,153

 
3,603,153

 
86,331

 
3,515,049

 
1,773

Private equity investments
25,992

 
25,992

 

 

 
25,992

Mutual funds held in rabbi trusts
11,206

 
11,206

 
11,206

 

 

Loans, net of deferred fees and costs
23,262,887

 
22,991,371

 

 

 
22,991,371

Derivative assets
34,743

 
34,743

 

 
34,743

 

Financial liabilities
 
 
 
 
 
 
 
 
 
Trading account liabilities
5,666

 
5,666

 

 
5,666

 

Non-interest bearing deposits
7,059,059

 
7,059,059

 

 
7,059,059

 

Interest bearing deposits
17,132,944

 
17,125,098

 

 
17,125,098

 

Federal funds purchased and securities sold under repurchase agreements
195,025

 
195,025

 
195,025

 

 

Long-term debt
2,160,985

 
2,233,257

 

 
2,233,257

 

Derivative liabilities
$
34,821

 
34,821

 

 
33,406

 
1,415

 
 
 
 
 
 
 
 
 
 

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December 31, 2015

(in thousands)
Carrying Value
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Financial assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
367,092

 
367,092

 
367,092

 

 

Interest bearing funds with Federal Reserve Bank
829,887

 
829,887

 
829,887

 

 

Interest earning deposits with banks
17,387

 
17,387

 
17,387

 

 

Federal funds sold and securities purchased under resale agreements
69,819

 
69,819

 
69,819

 

 

Trading account assets
5,097

 
5,097

 

 
5,097

 

Mortgage loans held for sale
59,275

 
59,275

 

 
59,275

 

Other loans held for sale
425

 
425

 

 

 
425

Investment securities available for sale
3,587,818

 
3,587,818

 
56,102

 
3,529,971

 
1,745

Private equity investments
28,018

 
28,018

 

 
870

 
27,148

Mutual funds held in rabbi trusts
10,664

 
10,664

 
10,664

 

 

Loans, net of deferred fees and costs
22,429,565

 
22,192,903

 

 

 
22,192,903

Derivative assets
27,139

 
27,139

 

 
27,139

 

 
 
 
 
 
 
 
 
 
 
Financial liabilities
 
 
 
 
 
 
 
 
 
Trading account liabilities
1,032

 
1,032

 

 
1,032

 

Non-interest bearing deposits
6,732,970

 
6,732,970

 

 
6,732,970

 

Interest bearing deposits
16,509,691

 
16,516,222

 

 
16,516,222

 

Federal funds purchased and securities sold under repurchase agreements
177,025

 
177,025

 
177,025

 

 

Long-term debt
2,186,893

 
2,244,376

 

 
2,244,376

 

Derivative liabilities
$
27,445

 
27,445

 

 
26,030

 
1,415

 
 
 
 
 
 
 
 
 
 
Note 8 - 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.
Synovus may also utilize 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 September 30, 2016 and December 31, 2015, Synovus had no outstanding interest rate swap contracts utilized to manage interest rate risk related to core banking activities.
Synovus is party to master netting arrangements with its dealer counterparties; however, Synovus 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, evaluating other market indicators, and periodic detailed financial reviews. 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 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.

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Cash Flow Hedges
As of September 30, 2016, there were no cash flow hedges outstanding. Synovus did not terminate any cash flow hedges during 2016 or 2015. The remaining unamortized deferred net loss balance of all previously terminated cash flow hedges at September 30, 2016 and December 31, 2015 was $(195) thousand and $(597) thousand, respectively. Synovus expects to reclassify from accumulated other comprehensive income (loss) the remaining $195 thousand to interest expense during the next nine months as amortization of deferred losses from prior period cash flow hedge terminations is recognized. Additionally, Synovus recognized $197 thousand of the deferred loss balance to loss on early extinguishment of debt during the first quarter of 2016.
Fair Value Hedges
As of September 30, 2016, there were no fair value hedges outstanding. Synovus did not terminate any fair value hedges during 2016 or 2015. The remaining unamortized deferred gain balance on all previously terminated fair value hedges at September 30, 2016 and December 31, 2015 was $1.3 million and $4.0 million, respectively. Synovus expects to reclassify from hedge-related basis adjustment, a component of long-term debt, the remaining $1.3 million of deferred gain balance on previously terminated fair value hedges as a reduction to interest expense during the next nine months as amortization of deferred gains is recorded. Additionally, Synovus recorded $1.3 million of the unamortized deferred gain balance to loss on early extinguishment of debt during the first quarter of 2016.
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 September 30, 2016, the notional amount of customer related interest rate derivative financial instruments, including both the customer position and the offsetting position, was $1.31 billion, an increase of $30.0 million compared to December 31, 2015.
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, for 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 contract was $1.4 million at both September 30, 2016 and December 31, 2015. 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. 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.
Mortgage Derivatives
Synovus originates first lien residential mortgage loans for sale into the secondary market. 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 into interest rate lock commitments for residential mortgage loans which commits it 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 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 September 30, 2016 and December 31, 2015, Synovus had commitments to fund at a locked interest rate, primarily fixed-rate mortgage loans to customers in the amount of $120.1 million and $88.8 million, respectively. The fair value of these commitments resulted in a gain of $1.0 million and $632 thousand for the nine months ended September 30, 2016 and 2015, respectively, which was recorded as a component of mortgage banking income in the consolidated statements of income.
At September 30, 2016 and December 31, 2015, outstanding commitments to sell primarily fixed-rate mortgage loans amounted to $39.4 million and $95.0 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

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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. Fair value adjustments related to these outstanding commitments to sell mortgage loans resulted in a loss of $830 thousand and $356 thousand for the nine months ended September 30, 2016 and 2015, respectively, which were recorded as a component of mortgage banking income in the consolidated statements of income.
Collateral Contingencies
Certain derivative counterparties require Synovus to maintain specified minimum credit ratings from each of the major credit rating agencies. Should Synovus’ credit rating fall below these specified ratings, the counterparties have the contractual right to demand immediate and ongoing full collateralization on derivative instruments in net liability positions and, for certain counterparties, request immediate termination. Certain of these agreements currently require Synovus to post collateral against specific derivative 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 September 30, 2016, collateral totaling $71.0 million, consisting of Federal funds sold, was pledged to the derivative counterparties, including $23.3 million with the CCC, to comply with collateral requirements.
The impact of derivative instruments on the consolidated balance sheets at September 30, 2016 and December 31, 2015 is presented below.
 
Fair Value of Derivative Assets
 
Fair Value of Derivative Liabilities

(in thousands)
Location on Consolidated Balance Sheet
 
September 30, 2016
 
December 31, 2015
 
Location on Consolidated Balance Sheet
 
September 30, 2016
 
December 31, 2015
Derivatives not designated
  as hedging instruments:
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
Other assets
 
$
32,336

 
25,580

 
Other liabilities
 
32,747

 
26,030

Mortgage derivatives
Other assets
 
2,407

 
1,559

 
Other liabilities
 
659

 

Visa derivative
 
 

 

 
Other liabilities
 
1,415

 
1,415

 Total derivatives not
  designated as hedging
  instruments    
 
 
$
34,743

 
27,139

 
 
 
34,821

 
27,445

 
 
 
 
 
 
 
 
 
 
 
 
    
The pre-tax effect of fair value hedges on the consolidated statements of income for the nine and three months ended September 30, 2016 is presented below.
 
 
Location of Gain (Loss) Recognized in Income
 
Gain (Loss) Recognized in Income
(in thousands)
 
 
Nine Months Ended September 30,
Derivatives not designated as hedging instruments
 
 
2016
 
2015
Interest rate contracts(1)    
 
Other non-interest income
 
$
39

 
10

Mortgage derivatives(2)    
 
Mortgage banking income
 
189

 
276

Total
 
 
 
$
228

 
286

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (Loss) Recognized in Income
(in thousands)
 
 
 
Three Months Ended September 30,
Derivatives not designated as hedging instruments
 
Location of Gain (Loss) Recognized in Income
 
2016
 
2015
Interest rate contracts(1)    
 
Other non-interest income
 
$
5

 
170

Mortgage derivatives(2)    
 
Mortgage banking income
 
674

 
(1,955
)
Total
 
 
 
$
679

 
(1,785
)
 
 
 
 
 
 
 
(1) Gain (loss) represents net fair value adjustments (including credit related adjustments) for customer swaps and offsetting positions.

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(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 nine months ended September 30, 2016 and 2015, Synovus reclassified $1.4 million and $2.3 million, respectively, from hedge-related basis adjustment, a component of long-term debt, as a reduction to interest expense. Additionally, during the nine months ended September 30, 2016, Synovus reclassified $1.3 million from hedge-related basis adjustment, as a reduction to loss on early extinguishment of debt. 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.

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Note 9 - Net Income Per Common Share
The following table displays a reconciliation of the information used in calculating basic and diluted earnings per common share for the nine and three months ended September 30, 2016.

Nine Months Ended September 30,
 
Three Months Ended September 30,
(in thousands, except per share data)
2016
 
2015
 
2016
 
2015
Basic Net Income Per Common Share:
 
 
 
 
 
 
 
Net income available to common shareholders
$
170,555

 
160,006

 
$
62,686

 
55,369

Weighted average common shares outstanding
125,076

 
133,120

 
122,924

 
131,516

Net income per common share, basic
$
1.36

 
1.20

 
0.51

 
0.42

Diluted Net Income Per Common Share:
 
 
 
 
 
 
 
Net income available to common shareholders
$
170,555

 
160,006

 
$
62,686

 
55,369

Weighted average common shares outstanding
125,076

 
133,120

 
122,924

 
131,516

Potentially dilutive shares from outstanding equity-based awards
636

 
756

 
680

 
781

Weighted average diluted common shares
125,712

 
133,876

 
123,604

 
132,297

Net income per common share, diluted
$
1.36

 
1.20

 
0.51

 
0.42

 
 
 
 
 
 
 
 
Basic net income per common share is computed by dividing net income 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 share units is reflected in diluted net income per common share, unless the impact is anti-dilutive, by application of the treasury stock method.
As of September 30, 2016 and 2015, there were 2.5 million and 2.7 million, respectively, potentially dilutive shares related to common stock options and Warrants to purchase shares of common stock that were outstanding during 2016 and 2015, but were not included in the computation of diluted net income per common share because the effect would have been anti-dilutive.

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Note 10 - 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. At September 30, 2016, Synovus had a total of 6.1 million shares of its authorized but unissued common stock reserved for future grants under the 2013 Omnibus Plan. The 2013 Omnibus Plan authorizes 8.6 million 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, and performance share units) count as two share equivalents. Any restricted share units that are forfeited and options that expire unexercised will again become available for issuance under the Plan. The Plan permits grants of share-based compensation including stock options, restricted share units, market restricted share units, and performance share units. The grants generally include vesting periods ranging from three to five years and contractual terms of ten years. Stock options are granted at exercise prices which equal the fair value of a share of common stock on the grant-date. Market restricted share units and performance share units are granted at target and are compared annually to required market and performance metrics to determine final units vested and compensation expense. Synovus has historically issued new shares to satisfy share option exercises and share unit conversions. Dividend equivalents are paid on outstanding restricted share units, market restricted share units, and performance 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.
Share-based Compensation Expense
Total share-based compensation expense was $10.2 million and $3.4 million for the nine and three months ended September 30, 2016, respectively, and $9.5 million and $3.2 million for the nine and three months ended September 30, 2015, respectively.
Stock Options
No stock option grants were made during the nine months ended September 30, 2016. At September 30, 2016, there were 1.4 million outstanding options to purchase shares of common stock with a weighted average exercise price of $34.77 per share.
Restricted Share Units, Performance Share Units, and Market Restricted Share Units
During the nine months ended September 30, 2016, Synovus awarded 344 thousand restricted share units that have a service-based vesting period of three years and awarded 84 thousand performance share units that vest upon service and performance conditions. Synovus also granted 94 thousand market restricted share units during the nine months ended September 30, 2016. The weighted average grant-date fair value of the awarded restricted share units, performance share units and market restricted share units was $26.35 per share. Market restricted share units and performance share units are granted at target and are compared annually to required market and performance metrics. The performance share units vest upon meeting certain service and performance conditions. Return on average assets (ROAA) performance is evaluated each year over a three-year performance period, with share distribution determined at the end of the three years. The number of performance share units that will ultimately vest ranges from 0% to 150% of target based on Synovus' three-year weighted average ROAA (as defined). The market restricted share units have a three-year service-based vesting component as well as a total shareholder return multiplier. 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 September 30, 2016, including dividend equivalents granted, there were 1.1 million restricted share units, performance share units and market restricted share units outstanding with a weighted average grant-date fair value of $26.36 per share.
Note 11 - 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.

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Unfunded lending commitments and letters of credit at September 30, 2016 and December 31, 2015 are presented below.
(in thousands)
September 30, 2016
 
December 31, 2015
Letters of credit*
$
159,041

 
166,936

Commitments to fund commercial real estate, construction, and land development loans
1,525,451

 
1,882,130

Unused credit card lines
1,093,049

 
1,055,181

Commitments under home equity lines of credit
1,095,322

 
1,051,386

Commitments to fund commercial and industrial loans
4,169,740

 
4,094,809

Other loan commitments
403,222

 
284,706

Total unfunded lending commitments and letters of credit
$
8,445,825

 
8,535,148

 
 
 
 
* Represents the contractual amount net of risk participations of $82 million and $66 million at September 30, 2016 and December 31, 2015, respectively.

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Note 12 - Legal Proceedings
Synovus and its subsidiaries are subject to various legal proceedings, claims and disputes 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. Synovus, like many other financial institutions, has been the target of legal actions and other proceedings asserting claims for damages and related relief for losses. These actions include mortgage loan and other loan put-back claims, 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 putative class action matters. In addition to actual damages if Synovus does not prevail in such asserted legal actions, 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 were to occur.
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 September 30, 2016 are adequate. The actual costs of resolving legal claims may be higher or lower than the amounts accrued.
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 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 that the aggregate range from our pending and threatened litigation, including, without limitation, the matters described below, is from zero to $12 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, reputational risk 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.
TelexFree Litigation
On October 22, 2014, several pending lawsuits were consolidated into a multi-district putative class action case captioned In re: TelexFree Securities Litigation, MDL Number 4:14-md2566-TSH, United States District Court District of Massachusetts. Synovus Financial Corp. and Synovus Bank were named as defendants with numerous other defendants in the purported class action lawsuit.   An Amended Complaint was filed on March 31, 2015 which consolidated and amended the claims previously asserted. The claims against Synovus Financial Corp. were dismissed by Plaintiffs on April 10, 2015 so now, as to Synovus-related entities, only claims against Synovus Bank remain pending.  TelexFree was a merchant customer of Base Commerce, LLC, an independent sales organization/member service provider sponsored by Synovus Bank. The purported class action lawsuit generally alleges that TelexFree engaged in an improper multi-tier marketing scheme involving voice-over Internet protocol telephone services and that the various defendants, including Synovus Bank, provided financial services to TelexFree that allowed TelexFree to conduct its business operations. Synovus Bank filed a motion to dismiss the lawsuit on June 1, 2015, which remains pending before the court.
Synovus believes it has substantial defenses related to these purported claims and intends to vigorously defend the claims asserted. Synovus currently cannot reasonably estimate losses attributable to this matter.


ITEM 2. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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, 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 our enterprise risk management framework may not identify or address risks adequately, which may result in unexpected losses;
(4)
 
the risk that our allowance for loan losses may prove to be inadequate or may be negatively affected by credit risk exposures;
(5)
 
the risk that any future economic downturn could have a material adverse effect on our capital, financial condition, results of operations and future growth;
(6)
 
changes in the interest rate environment, including changes to the federal funds rate, and competition in our primary market area may result in increased funding costs or reduced earning assets yields, thus reducing margins and net interest income;
(7)
 
the risk that we may be required to make substantial expenditures to keep pace with the rapid technological changes in the financial services market, as well as the risk that we face in the course of maintaining and upgrading our internal software platforms, systems, policies, and procedures;

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(8)
 
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;
(9)
 
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;
(10)
 
our ability to attract and retain key employees;
(11)
 
the risk that we could realize losses if we determine to sell non-performing assets and the proceeds we receive are lower than the carrying value of such assets;
(12)
 
the risk that we may not be able to identify suitable acquisition targets as part of our growth strategy and even if we are able to identify suitable acquisition targets, we may not be able to complete such acquisitions, successfully integrate bank or nonbank acquisitions into our existing operations, or realize the anticipated benefits or synergies from such acquisitions;
(13)
 
the impact of the 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 risk that problems encountered by other financial institutions could adversely affect us or the banking industry generally and could require us to change certain banking practices, impose additional costs on us or otherwise negatively affect our business;
(15)
 
the impact on our financial results, reputation, and business if we are unable to comply with all applicable federal and state regulations or other supervisory actions or directives and any necessary capital initiatives;
(16)
 
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 initiatives to improve our capital position;
(17)
 
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;
(18)
 
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;
(19)
 
the risk that we may be unable to pay dividends on our common stock or Series C Preferred Stock or obtain any applicable regulatory approval to take certain capital actions, including any increases in dividends on our common stock, any repurchases of common stock or any other issuance or redemption of any other regulatory capital instruments;
(20)
 
our ability to receive dividends from our subsidiaries could affect our liquidity, including our ability to pay dividends or take other capital actions;
(21)
 
the risk that further downgrades of U.S. government securities by one or more of the credit ratings agencies could have a material effect on our operations, earnings, and financial condition;
(22)
 
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;
(23)
 
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 all of the deferred tax assets in the future;
(24)
 
the risk that we could have an “ownership change” under Section 382 of the Code, which could impair our ability to timely and fully utilize our net operating losses and built-in losses that may exist when such “ownership change” occurs;
(25)
 
the costs and effects of litigation, investigations, inquiries or similar matters, or adverse facts and developments related thereto;
(26)
 
risks related to the fluctuation in our stock price;

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(27)
 
the effects of any damages to our reputation resulting from developments related to any of the items identified above; and
(28)
 
other factors and other information contained in this Report and in other reports and filings that we make with the SEC under the Exchange Act, including, without limitation, those found in "Part I - Item 1A.- Risk Factors" of Synovus' 2015 Form 10-K.

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 Synovus' 2015 Form 10-K 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 information and statements, whether written or oral, 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.
INTRODUCTION AND CORPORATE PROFILE
Synovus Financial Corp. is a financial services company and a registered bank holding company headquartered in Columbus, Georgia. Through its wholly-owned subsidiary, Synovus Bank, member FDIC, the company provides commercial and retail banking in addition to a full suite of specialized products and services including private banking, treasury management, wealth management, and international banking. Synovus also provides mortgage services, financial planning, and investment advisory services through its wholly-owned subsidiaries, Synovus Mortgage, Synovus Trust, and Synovus Securities, as well as its GLOBALT and Creative Financial Group divisions. With the completion of its acquisition of Entaire Global Companies, Inc. on October 1, 2016, the company also provides life insurance premium financing through its Global One division.
Synovus Bank's 28 locally-branded bank divisions are positioned in some of the best markets in the Southeast, with 250 branches and 332 ATMs in Georgia, Alabama, South Carolina, Florida, and Tennessee.
The following financial review summarizes the significant trends, changes in our business, transactions, and other matters affecting Synovus’ results of operations for the nine and three months ended September 30, 2016 and financial condition as of September 30, 2016 and December 31, 2015. This discussion supplements, and should be read in conjunction with, the unaudited interim consolidated financial statements and notes thereto contained elsewhere in this Report and the consolidated financial statements of Synovus, the notes thereto, and management’s discussion and analysis contained in Synovus’ 2015 Form 10-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations consists of:
Ÿ    Discussion of Results of Operations - Reviews Synovus' financial performance, as well as selected balance sheet items,
items from the statements of income, and certain key ratios that illustrate Synovus' performance.

Ÿ    Credit Quality, Capital Resources and Liquidity - Discusses credit quality, market risk, capital resources, and liquidity,
as well as performance trends. It also includes a discussion of liquidity policies, how Synovus obtains funding, and related
performance.

Ÿ    Additional Disclosures - Comments on additional important matters including critical accounting policies and
non-GAAP financial measures used within this Report.
A reading of each section is important to understand fully the nature of our financial performance.

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DISCUSSION OF RESULTS OF OPERATIONS
Consolidated Financial Highlights
 
Nine Months Ended September 30,
 
Three Months Ended September 30,
(dollars in thousands, except per share data)
2016
 
2015
 
Change
 
2016
 
2015
 
Change
Net interest income
$
665,650

 
614,698

 
8.3
 %
 
$
226,007

 
207,790

 
8.8
%
Provision for loan losses
21,741

 
13,990

 
55.4
 
5,671

 
2,956

 
91.8

Non-interest income
199,188

 
201,746

 
(1.3)
 
68,155

 
67,059

 
1.6

Adjusted non-interest income(1)
199,062

 
199,036

 
0.01
 
68,096

 
67,059

 
1.5

Non-interest expense
562,716

 
534,621

 
5.3
 
185,871

 
177,907

 
4.5

Adjusted non-interest expense(1)
545,616

 
529,162

 
3.1
 
183,907

 
177,475

 
3.6

Income before income taxes
280,381

 
267,833

 
4.7
 
102,620

 
93,986

 
9.2

Net income
178,233

 
167,684

 
6.3
 
65,245

 
57,928

 
12.6

Net income available to common shareholders
170,555

 
160,006

 
6.6
 
62,686

 
55,369

 
13.2

Net income per common share, basic
1.36

 
1.20

 
13.4
 
0.51

 
0.42

 
21.1

Net income per common share, diluted
1.36

 
1.20

 
13.5
 
0.51

 
0.42

 
21.2

Net interest margin
3.27
%
 
3.19

 
8 bps

 
3.27
%
 
3.14

 
13bps

Net charge-off ratio (annualized)
0.12

 
0.15

 
(3) bps

 
0.12

 
0.12

 

 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2016
 
June 30, 2016
 
Sequential Quarter Change
 
September 30, 2015
 
Year-Over-Year Change
(dollars in thousands, except per share data)
Loans, net of deferred fees and costs
$
23,262,887

 
23,060,908

 
201,979

 
$
21,864,309

 
1,398,578
Total deposits
24,192,003

 
23,925,922

 
266,081

 
22,777,413

 
1,414,590
Total average deposits
24,030,291

 
23,608,027

 
422,264

 
22,860,019

 
1,170,272
Average core deposits(1)
22,620,552

 
22,271,026

 
349,526

 
21,502,856

 
1,117,696
Average core transaction deposit accounts(1)
 
17,362,060

 
16,849,367

 
512,693

 
16,103,638

 
1,258,422
 
 
 
 
 
 
 
 
 
 
Non-performing assets ratio
0.77
%
 
0.81

 
(4) bps

 
1.01
%
 
(24) bps

Non-performing loans ratio
0.64

 
0.67

 
(3) bps

 
0.72

 
(8) bps

Past due loans over 90 days
0.02

 
0.03

 
(1) bp

 
0.01

 
1 bp

 
 
 
 
 
 
 
 
 
 
Tier 1 capital
$
2,620,379

 
2,627,572

 
(7,193
)
 
2,637,462

 
(17,083)
Common equity Tier 1 capital (transitional)
2,596,233

 
2,616,181

 
(19,948)
 
2,637,462

 
(41,229)
Total risk-based capital
3,139,465

 
3,146,897

 
(7,432
)
 
2,990,099

 
149,366
Tier 1 capital ratio
10.05%

 
10.06

 
(1) bp

 
10.60
%
 
(55) bps

Common equity Tier 1 capital ratio (transitional)
9.96

 
10.01

 
(5) bps

 
10.60

 
(64) bps

Total risk-based capital ratio
12.04

 
12.05

 
(1) bp

 
12.02

 
2 bps

Total shareholders’ equity to total assets ratio
9.78

 
10.02

 
(24) bps

 
10.71

 
(93) bps

Tangible common equity to tangible assets ratio(1)
9.28

 
9.52

 
(24) bps

 
10.18

 
(90) bps

 
 
 
 
 
 
 
 
 
 
(1) See reconciliation of “Non-GAAP Financial Measures” in this Report.






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Results for the Nine and Three Months Ended September 30, 2016
For the nine months ended September 30, 2016, net income available to common shareholders was $170.6 million, or $1.36 per diluted common share, compared to net income available to common shareholders of $160.0 million, or $1.20 per diluted common share, for the nine months ended September 30, 2015. For the three months ended September 30, 2016, net income available to common shareholders was $62.7 million, or $0.51 per diluted common share, compared to net income available to common shareholders of $55.4 million, or $0.42 per diluted common share, for the three months ended September 30, 2015. Adjusted net income available to common shareholders for the three months ended September 30, 2016 was $63.7 million, or $0.52 per diluted common share, compared to adjusted net income available to common shareholders for the three months ended September 30, 2015 of $55.4 million, or $0.42 per diluted common share (excluding the after-tax impact of merger-related expenses, litigation contingency/settlement (recovery) expense, and restructuring charges). See reconciliation of "Non-GAAP Financial Measures" in this Report.
Credit quality trends continue to be favorable with the NPL ratio declining to 0.64% at September 30, 2016 from 0.67% at June 30, 2016, and 0.72% a year ago. ORE balances declined $18.6 million during the first nine months of 2016 to $28.4 million at September 30, 2016. Total non-performing assets were $179.1 million at September 30, 2016, down by $8.3 million, or 4.4%, from the previous quarter, and down $42.9 million, or 19.3%, from a year ago. The NPA ratio declined 4 basis points and was 0.77% at September 30, 2016 compared to 0.81% at June 30, 2016 and 1.01% at September 30, 2015. Net charge-offs for the three months ended September 30, 2016 totaled $6.9 million, or 0.12% of average loans annualized, compared to net charge-offs of $6.1 million, or 0.11% of average loans annualized for the three months ended June 30, 2016 and net charge-offs of $6.8 million, or 0.12% of average loans annualized, for the third quarter of 2015. Net charge-offs for the nine months ended September 30, 2016 totaled $20.4 million, or 0.12% of average loans annualized, compared to net charge-offs of $24.4 million, or 0.15% of average loans annualized for the nine months ended September 30, 2015. Synovus expects its net charge-off ratio for 2016 to be in the lower end of its previous guidance of between 10 and 20 basis points. Provision expense was $5.7 million compared to provision expense of $6.7 million in the prior quarter and $3.0 million during the third quarter a year ago. For the nine months ended September 30, 2016, provision expense was $21.7 million compared to $14.0 million for the same period a year ago. The allowance for loan losses ended the quarter at $253.8 million, or 1.09% of loans, representing a $1.3 million decline compared to the previous quarter and a $2.9 million increase compared to the prior year.
Total revenues were $294.1 million for the three months ended September 30, 2016, up $4.8 million, or 1.6%, sequentially and up 7.0% vs. the same time period in 2015. Net interest income was $226.0 million for the three months ended September 30, 2016, up $4.6 million, or 2.1%, compared to the three months ended June 30, 2016 and up $18.2 million, or 8.8%, compared to the three months ended September 30, 2015. The net interest margin was 3.27%, unchanged from the previous quarter and up 13 basis points from 3.14% for the third quarter of 2015. The yield on earning assets was 3.71% and the effective cost of funds was 0.44% for the third quarter 2016, both of which declined two basis points from the previous quarter. The yield on loans was 4.14%, a decline of one basis point from the prior quarter. The net interest margin for the fourth quarter of 2016 is expected to remain stable versus the third quarter of 2016, given no significant changes in the interest rate environment.
Total non-interest income was $68.2 million for the three months ended September 30, 2016, up $269 thousand, or 0.4% compared to the three months ended June 30, 2016 and up 1.6% vs. the three months ended September 30, 2015. Non-interest expense for the three months ended September 30, 2016 was $185.9 million compared to $177.9 million for the three months ended September 30, 2015. Adjusted non-interest expense was $183.9 million for the three months ended September 30, 2016, up $1.5 million, or 0.8%, compared to the three months ended June 30, 2016 and up $6.4 million, or 3.6%, compared to the three months ended September 30, 2015. Employment expense of $101.9 million was up $4.9 million, or 5.0%, sequentially and up $7.6 million, or 8.1%, compared to the third quarter of 2015 reflecting annual salary increases and higher commissions and incentive compensation. Synovus continued to achieve positive operating leverage which resulted in an improved adjusted efficiency ratio of 60.55% this quarter compared to 61.54% in the second quarter of 2016 and 61.83% in the third quarter of 2015. Synovus remains focused on achieving its long-term goal of an adjusted efficiency ratio below 60%. See reconciliation of "Non-GAAP Financial Measures" in this Report.
Results for the three months ended September 30, 2016 included restructuring charges of $1.2 million due to additional asset impairment charges of $973 thousand on properties previously identified for disposition as well as a $267 thousand impairment on a branch identified during the third quarter for closure by year-end. For the nine months ended September 30, 2016, Synovus' restructuring charges totaled $8.2 million with $4.8 million related to Synovus' continued corporate real estate optimization activities. Synovus continues to evaluate its branch network while deploying additional digital and on-line capabilities to increase convenience for customers while lowering transaction costs, and identified nine branches for closure during the nine months ended September 30, 2016, with seven of those branches closed as of September 30, 2016. Restructuring charges associated with branch closures identified during 2016 totaled $3.3 million as of September 30, 2016. Synovus' branch network will consist of 248 locations at year-end, which will represent a 23.2% reduction from year-end 2010.  

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At September 30, 2016, total loans outstanding were $23.26 billion, a sequential quarter increase of $202.0 million, or 3.5% annualized, and a year-over-year increase of $1.40 billion, or 6.4%. Growth for the quarter, compared to the previous quarter, consisted of retail loan growth of $182.1 million, or 15.7% annualized, and C&I loan growth of $60.6 million, or 2.2% annualized, partially offset by a decline in CRE loans of $42.1 million, or 2.2% annualized, due largely to a selective reduction in construction lending. For the year ending December 31, 2016, Synovus expects loan growth of 6% to 7%, including the acquired Entaire portfolio (as described below) which totaled approximately $357 million as of October 1, 2016.
At September 30, 2016, total deposits were $24.19 billion, up $266.1 million, or 4.4% annualized, compared to the previous quarter and up $1.41 billion, or 6.2%, compared to September 30, 2015. Period-end core deposits excluding SCM deposits as of September 30, 2016 increased $641.0 million, or 12.7% annualized, sequentially and $1.41 billion, or 7.3%, compared to September 30, 2015. During the third quarter of 2016, total average deposits increased $422.3 million, or 7.1% annualized, compared to the second quarter of 2016, and increased $1.17 billion, or 5.1%, compared to the third quarter of 2015. Average core deposits were up $349.5 million, or 6.2% annualized, compared to the previous quarter, and up $1.12 billion, or 5.2%, compared to the third quarter a year ago. Average core transaction deposit accounts increased $512.7 million, or 12.1% annualized, compared to the prior quarter, and were up $1.26 billion, or 7.8%, compared to the third quarter of 2015. The increase in average deposits for the three months ended September 30, 2016 compared to the three months ended June 30, 2016 and September 30, 2015 was due to growth in core transaction deposit accounts, which represent 72.3% of average deposits for the third quarter of 2016 compared to 70.4% a year ago. See reconciliation of “Non-GAAP Financial Measures” in this Report.
During January 2016, Synovus repurchased $124.7 million of its subordinated notes maturing in 2017 in conjunction with Synovus' cash tender offer that commenced on December 23, 2015 and expired on January 22, 2016. Results for the nine months ended September 30, 2016 included a $4.7 million pre-tax loss relating to the January tender offer.
Effective September 29, 2016, Synovus entered into an accelerated share repurchase (ASR) agreement to repurchase $50 million of Synovus common stock. Upon settlement of the ASR scheduled on or before December 28, 2016, the $300 million share repurchase program will be complete. From inception of the existing $300 million share repurchase program announced in October 2015 through September 30, 2016, Synovus had repurchased $289.4 million of common stock, reducing total share count by 9.7 million shares. Additionally, during the nine months ended September 30, 2016, Synovus declared common stock dividends totaling $0.36 per share, representing a 20% increase from the dividends declared during the same time period of 2015. Total shareholders' equity was $2.91 billion at September 30, 2016, compared to $3.00 billion at December 31, 2015, and $3.02 billion at September 30, 2015.
Recent Developments
On October 1, 2016, Synovus completed its acquisition of Entaire Global Companies, Inc., an Atlanta-based specialty financial services company. Under the terms of the agreement, Synovus acquired Entaire for an up-front payment of $30 million in common stock and cash, with potential additional payments to Entaire's stockholders over the next three to five years based on Entaire's earnings. Entaire is a private life insurance premium finance lender providing fully collateralized, non-mortality-based loans to commercial borrowers. Entaire lends primarily to small businesses, with all loans collateralized by cash value life insurance policies issued by investment grade insurance companies. The integration of Entaire's business operations is expected to be substantially completed by the end of the year.
Changes in Financial Condition
During the nine months ended September 30, 2016, total assets increased $934.4 million from $28.79 billion at December 31, 2015 to $29.73 billion. The principal component of this increase was an increase in loans, net of deferred fees and costs, of $833.3 million. An increase of $949.3 million in deposits provided the funding source for the growth in loans.

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Loans
The following table compares the composition of the loan portfolio at September 30, 2016, December 31, 2015, and September 30, 2015.
(dollars in thousands)
September 30, 2016
 
December 31, 2015
 
September 30, 2016 vs. December 31, 2015 % Change(1)
 
September 30, 2015
 
September 30, 2016 vs. September 30, 2015
% Change
Investment properties
$
5,969,466

 
5,751,631

 
5.1
 %
 
$
5,557,576

 
7.4
 %
1-4 family properties
1,071,054

 
1,129,156

 
(6.9
)
 
1,111,758

 
(3.7
)
Land acquisition
425,058

 
513,981

 
(23.1
)
 
538,127

 
(21.0
)
  Total commercial real estate
7,465,578

 
7,394,768

 
1.3

 
7,207,461

 
3.6

Commercial, financial and agricultural
6,544,629

 
6,453,180

 
1.9

 
6,260,563

 
4.5

Owner-occupied
4,471,365

 
4,318,950

 
4.7

 
4,265,409

 
4.8

Total commercial and industrial
11,015,994

 
10,772,130

 
3.0

 
10,525,972

 
4.7

Home equity lines
1,638,844

 
1,689,914

 
(4.0
)
 
1,684,047

 
(2.7
)
Consumer mortgages
2,243,154

 
1,938,683

 
21.0

 
1,888,456

 
18.8

Credit cards
232,309

 
240,851

 
(4.7
)
 
241,315

 
(3.7
)
Other retail loans
693,204

 
423,318

 
85.2

 
345,425

 
100.7

Total retail
4,807,511

 
4,292,766

 
16.0

 
4,159,243

 
15.6

Total loans
23,289,083

 
22,459,664

 
4.9

 
21,892,676

 
6.4

Deferred fees and costs, net
(26,196
)
 
(30,099
)
 
(17.3
)
 
(28,367
)
 
(7.7
)
Total loans, net of deferred fees and costs
$
23,262,887

 
22,429,565

 
5.0
 %
 
$
21,864,309

 
6.4
 %
 
 
 
 
 
 
 
 
 
 
(1) Percentage changes are annualized
At September 30, 2016, total loans were $23.26 billion, an increase of $833.3 million, or 5.0% annualized, and $1.40 billion or 6.4%, compared to December 31, 2015 and September 30, 2015, respectively.
Commercial Loans
Total commercial loans (which are comprised of C&I and CRE loans) at September 30, 2016 were $18.48 billion, or 79.4% of the total loan portfolio, compared to $18.17 billion, or 80.9%, at December 31, 2015 and $17.73 billion, or 81.1%, at September 30, 2015.
At September 30, 2016 and December 31, 2015, Synovus had 31 and 24 commercial loan relationships, respectively, with total commitments of $50 million or more (including amounts funded). The average funded balance of these relationships at September 30, 2016 and December 31, 2015 was approximately $33 million and $35 million, respectively.
Commercial and Industrial Loans
The C&I portfolio represents the largest category of Synovus' total loan portfolio and is currently concentrated on small to middle market commercial and industrial lending dispersed throughout a diverse group of industries in the Southeast, including health care and social assistance, retail trade, manufacturing, real-estate related industries, finance and insurance, and wholesale trade as shown in the following table (aggregated by NAICS code). 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 originated to commercial customers primarily to finance capital expenditures, including real property, plant and equipment, or as a source of working capital. In accordance with Synovus' lending policy, each loan undergoes a detailed underwriting process which incorporates uniform underwriting standards and oversight in proportion to the size and complexity of the lending relationship. As of September 30, 2016, approximately 93% of Synovus' C&I loans are secured by real estate, business equipment, inventory, and other types of collateral. C&I loans grew $243.9 million, or 3.0% annualized, from December 31, 2015 and $490.0 million, or 4.7%, from September 30, 2015.

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Commercial and Industrial Loans by Industry
September 30, 2016
 
December 31, 2015
(dollars in thousands)
Amount
 
%(1)
 
Amount
 
%(1)
Health care and social assistance
$
2,382,088

 
21.6
%
 
$
2,242,852

 
20.8
%
Retail trade
897,987

 
8.2

 
868,834

 
8.0

Manufacturing
853,697

 
7.8

 
880,010

 
8.1

Real estate and rental and leasing
764,320

 
6.9

 
685,310

 
6.4

Finance and insurance
687,151

 
6.2

 
736,492

 
6.8

Wholesale trade
674,512

 
6.1

 
672,167

 
6.2

Professional, scientific, and technical services
637,231

 
5.8

 
628,626

 
5.8

Real estate other
520,973

 
4.7

 
506,328

 
4.7

Accommodation and food services
481,784

 
4.4

 
490,626

 
4.6

Construction
435,287

 
4.0

 
406,287

 
3.8

Agriculture, forestry, fishing, and hunting
389,270

 
3.5

 
394,587

 
3.7

Transportation and warehousing
342,493

 
3.1

 
336,048

 
3.1

Administration, support, waste management, and remediation
247,242

 
2.2

 
211,227

 
2.0

Information
242,613

 
2.2

 
234,893

 
2.2

Educational services
195,632

 
1.8

 
210,656

 
2.0

Other services
828,900

 
7.5

 
859,315

 
8.0

Other industries
434,814

 
4.0

 
407,872

 
3.8

Total commercial and industrial loans
$
11,015,994

 
100.0
%
 
$
10,772,130

 
100.0
%
 
 
 
 
 
 
 
 
(1) Loan balance in each category expressed as a percentage of total commercial and industrial loans. 
At September 30, 2016, $6.54 billion of C&I loans, or 28.1% of the total loan portfolio, represented loans originated for the purpose of financing commercial, financial, and agricultural business activities. 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.
At September 30, 2016, $4.47 billion of C&I loans, or 19.2% of the total loan portfolio, represented loans originated for the purpose of financing owner-occupied properties. 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 collateral. These loans are predominately secured by owner-occupied properties and other real estate, and to a lesser extent, other types of collateral.
Commercial Real Estate Loans
CRE loans consist of investment properties loans, 1-4 family properties loans, and land acquisition loans. These loans are subject to the same uniform lending policies referenced above. CRE loans increased $70.8 million, or 1.3% annualized, from December 31, 2015 and $258.1 million, or 3.6%, from September 30, 2015 driven by growth in investment properties loans partially offset by strategic reductions in residential and land related loans.
Investment Properties Loans
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. Total investment properties loans as of September 30, 2016 were $5.97 billion, or 80.0% of the total CRE portfolio and 25.7% of the total loan portfolio, compared to $5.75 billion, or 77.8% of the total CRE portfolio, and 25.6% of the total loan portfolio at December 31, 2015, an increase of $217.8 million, or 5.1% annualized, driven by strong growth in the multi-family and office buildings categories. Synovus' investment properties 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. The investment properties loans are primarily secured by the property being financed by the loans; however, these loans may also be secured by real estate or other assets beyond the property being financed.
1-4 Family Properties Loans
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. These properties are primarily located in the markets served by Synovus. Construction and residential development loans are generally interest-only loans and typically have maturities of three years or less, and commercial mortgage loans generally

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have maturities of three to five years, with amortization periods of up to fifteen to twenty years. At September 30, 2016, 1-4 family properties loans totaled $1.07 billion, or 14.3% of the total CRE portfolio and 4.6% of the total loan portfolio, compared to $1.13 billion, or 15.3% of the total CRE portfolio and 5.0% of the total loan portfolio at December 31, 2015.
Land Acquisition Loans
Land acquisition loans are secured by land held for future development, typically in excess of one year. These loans have short-term maturities and are typically unamortized. Land securing these loans is substantially within the Synovus footprint, and loan terms generally include personal guarantees from the principals. Loans in this portfolio are underwritten based on the loan to value of the collateral and the capacity of the guarantor(s). Total land acquisition loans were $425.1 million at September 30, 2016, or 1.8% of the total loan portfolio, a decline of $88.9 million, or 23.1% annualized, from December 31, 2015. Synovus continues to reduce its exposure to these types of loans.
Retail Loans
The retail loan portfolio consists of a wide variety of loan products offered through Synovus' banking network, including first and second residential mortgages, home equity lines, credit card loans, automobile loans, and other retail loans. Additionally, beginning with the third quarter 2015, the retail portfolio includes two consumer-based lending partnerships. 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. Substantially all home equity lines, consumer mortgage, and credit card loans are to in-market borrowers with no indirect lending products, which increases opportunities for cross-selling.
Retail loans at September 30, 2016 totaled $4.81 billion, representing 20.6% of the total loan portfolio compared to $4.29 billion, or 19.1% of the total loan portfolio at December 31, 2015, and $4.16 billion, or 18.9% of the total loan portfolio at September 30, 2015. Retail loans increased $514.7 million, or 16.0% annualized, from December 31, 2015 and $648.3 million, or 15.6%, from September 30, 2015 as a result of the strategic initiative to diversify the composition of the loan portfolio. Consumer mortgages grew $304.5 million or 21.0% annualized, from December 31, 2015, and $354.7 million, or 18.8%, from September 30, 2015 primarily due to continued recruiting of mortgage loan originators in strategic markets throughout the footprint as well as enhanced origination efforts, which also create additional cross-selling opportunities for other products. Credit card loans totaled $232.3 million at September 30, 2016, including $58.6 million of commercial credit card loans. The commercial credit card loans relate to Synovus' commercial customers who utilize corporate credit cards for various business activities. Other retail loans increased $269.9 million, or 85.2% annualized, from December 31, 2015, and $347.8 million, or 100.7%, from September 30, 2015 primarily due to two consumer-based lending partnerships. One lending partnership, which began near the end of the third quarter of 2015, is a point-of-sale program that provides merchants and contractors nationwide with the ability to offer term financing to their customers for major purchases and home improvement projects. The other lending partnership, which began in the second quarter of 2016, primarily provides qualified borrowers the ability to refinance student loan debt. As of September 30, 2016, these partnerships had combined balances of $352.0 million, and management currently projects that these lending partnerships will not exceed 2-3% of the total loan portfolio in the near term.
Retail loans are subject to uniform lending policies and consist primarily of loans with strong borrower credit scores . 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. Risk levels 1-6 (descending) are assigned to retail loans based upon a risk score matrix. At least annually, the retail loan portfolio data is sent to a consumer credit reporting agency for a refresh of customers' credit scores. The most recent credit score refresh was completed as of June 30, 2016. Management reviews the refreshed scores to monitor the credit risk migration of the retail loan portfolio, which impacts the allowance for loan losses. Revolving lines of credit are regularly reviewed for any material change in financial circumstances, and when appropriate, the line of credit may be suspended. FICO scores within the retail residential real estate portfolio have generally remained stable over the last several years.
At June 30, 2016 and December 31, 2015, weighted-average FICO scores within the residential real estate portfolio were 764 and 769, respectively, for HELOCs and 766 and 759, respectively, for consumer mortgages. Conservative debt-to-income ratios (average HELOC debt to income ratio of loans originated) were maintained in the third quarter of 2016 at 30.8% compared to 30.3% in the third quarter of 2015. HELOC utilization rates (total amount outstanding as a percentage of total available lines) of 58.7% and 60.2% at September 30, 2016 and December 31, 2015, respectively, and loan-to-value ratios based upon prudent guidelines were maintained to ensure consistency with Synovus' overall risk philosophy. At September 30, 2016, 35% of home equity line balances were secured by a first lien, and 65% were secured by a second lien. 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

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considered include the purpose of the loan, current and prospective credit-worthiness of the customer, terms of the loan, and economic conditions.
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 offer specific higher-risk consumer loans, alt-A, no documentation or stated income retail residential real estate loan products. Synovus estimates that, as of September 30, 2016, it had $105.3 million of higher-risk consumer loans (2.2% of the retail portfolio and 0.5% of the total loan portfolio) compared to $119.8 million as of September 30, 2015. Included in this amount as of September 30, 2016 is approximately $12 million of accruing TDRs.
Deposits
Deposits provide the most significant funding source for interest earning assets. The following table shows the relative composition of average deposits for the time periods indicated.
Composition of Average Deposits
 
Three Months Ended
 
(dollars in thousands)
September 30, 2016
 
%(1)
 
June 30, 2016
 
%(1)
 
March 31, 2016
 
%(1)
 
December 31, 2015
 
%(1)
 
September 30, 2015
 
%(1)
 
Non-interest bearing demand deposits
$
7,042,908

 
29.3
%
 
6,930,336

 
29.4
 
6,812,223

 
29.4
 
6,846,200

 
29.5
 
6,541,832

 
28.6
 
Interest bearing demand deposits
4,274,117

 
17.8

 
4,233,310

 
17.9
 
4,198,738

 
18.1
 
4,117,116

 
17.7
 
3,955,803

 
17.3
 
Money market accounts, excluding brokered deposits
7,227,030

 
30.1

 
7,082,759

 
30.0
 
7,095,778

 
30.6
 
7,062,517

 
30.4
 
6,893,563

 
30.2
 
Savings deposits
797,961

 
3.3

 
746,225

 
3.2
 
722,172

 
3.1
 
692,536

 
3.0
 
685,813

 
3.0
 
Time deposits, excluding brokered deposits
3,278,536

 
13.6

 
3,278,396

 
13.9
 
3,286,113

 
14.1
 
3,340,794

 
14.3
 
3,425,845

 
15.0
 
Brokered deposits
1,409,739

 
5.9

 
1,337,001

 
5.6
 
1,095,239

 
4.7
 
1,185,093

 
5.1
 
1,357,163

 
5.9
 
Total average deposits
$
24,030,291

 
100.0
%
 
23,608,027

 
100.0
 
23,210,263

 
100.0
 
23,244,256

 
100.0
 
22,860,019

 
100.0
 
Average core deposits(2)    
22,620,552

 
94.1

 
22,271,026

 
94.3
 
22,115,024

 
95.3
 
22,059,163

 
94.9
 
21,502,856

 
94.1
 
Average core transaction deposit accounts (2)    
$
17,362,060

 
72.3
%
 
16,849,367

 
71.4
 
16,536,896

 
71.2
 
16,567,179

 
71.3
 
16,103,638

 
70.4
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Deposits balance in each category expressed as percentage of total deposits.
(2) See reconciliation of “Non-GAAP Financial Measures” in this Report.
During the third quarter of 2016, total average deposits increased $422.3 million, or 7.1% annualized, compared to the second quarter of 2016, and increased $1.17 billion, or 5.1%, compared to the third quarter of 2015. Average core deposits were up $349.5 million, or 6.2% annualized, compared to the previous quarter, and up $1.12 billion, or 5.2%, compared to the third quarter a year ago. Average core transaction deposit accounts increased $512.7 million, or 12.1% annualized, compared to the prior quarter, and were up $1.26 billion, or 7.8%, compared to the third quarter of 2015. The increase in average deposits for the three months ended September 30, 2016 compared to the three months ended June 30, 2016 and September 30, 2015 was due to growth in core transaction deposit accounts, which represent 72.3% of average deposits for the third quarter of 2016 compared to 70.4% a year ago. See reconciliation of “Non-GAAP Financial Measures” in this Report.
Period-end core deposits excluding SCM deposits as of September 30, 2016 increased $641.0 million, or 12.7% annualized, sequentially and $1.41 billion, or 7.3%, compared to September 30, 2015. Average non-interest bearing demand deposits as a percentage of total average deposits were 29.3% for the three months ended September 30, 2016, compared to 29.4% for the three

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months ended June 30, 2016, and 28.6% for the three months ended September 30, 2015. See reconciliation of “Non-GAAP Financial Measures” in this Report.
Average time deposits of $100,000 and greater for the three months ended September 30, 2016, June 30, 2016, and September 30, 2015 were $2.80 billion, $2.90 billion, and $3.22 billion, respectively, and included average brokered time deposits of $775.1 million, $885.6 million, and $1.14 billion, respectively. These larger deposits represented 11.7%, 12.3%, and 14.1% of total average deposits for the three months ended September 30, 2016, June 30, 2016, and September 30, 2015, respectively, and included brokered time deposits which represented 3.2%, 3.8%, and 5.0% of total average deposits for the three months ended September 30, 2016, June 30, 2016, and September 30, 2015, respectively. Given the growth in core transaction deposits, Synovus continues to decrease its reliance on higher cost time deposits.
During May 2016, Synovus launched a new bank deposit sweep product, which resulted in the addition of approximately $293 million in deposits from existing customers of Synovus Securities, Synovus’ wholly-owned subsidiary.   These customers previously had their cash balances invested in mutual funds with an unaffiliated institution.  Synovus’ new product provides added benefits to our customers because it provides FDIC insurance coverage (up to the $250,000 FDIC insurance limit) while also providing a small increase in the rate earned on such deposits.   The total aggregate balance of these accounts was approximately $306.1 million as of September 30, 2016.  $174.6 million of the sequential quarter increase in average brokered deposits is due to balances from this product.  Synovus expects that these balances will remain stable, with gradual increases over time.
During the third quarter of 2016, total average brokered deposits represented 5.9% of Synovus' total average deposits compared to 5.6% and 5.9% of total average deposits the previous quarter and the third quarter a year ago, respectively.
Non-interest Income
Non-interest income for the nine and three months ended September 30, 2016 was $199.2 million and $68.2 million, respectively, compared to $201.7 million and $67.1 million for the nine and three months ended September 30, 2015, respectively. Adjusted non-interest income, which excludes net investment securities gains was up slightly by $26 thousand for the nine months ended September 30, 2016, compared to the same period a year ago, and up $1.0 million, or 1.5%, for the three months ended September 30, 2016 compared to the third quarter of 2015. See reconciliation of "Non-GAAP Financial Measures" in this Report.
The following table shows the principal components of non-interest income.
Non-interest Income

Nine Months Ended September 30,
 
Three Months Ended September 30,
(in thousands)
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Service charges on deposit accounts
$
60,772

 
59,621

 
1.9
 %
 
$
20,822

 
20,692

 
0.6
 %
Fiduciary and asset management fees
34,691

 
34,722

 
(0.1
)
 
11,837

 
11,308

 
4.7

Brokerage revenue
20,019

 
20,978

 
(4.6
)
 
6,199

 
6,946

 
(10.8
)
Mortgage banking income
18,755

 
19,960

 
(6.0
)
 
7,329

 
5,965

 
22.9

Bankcard fees
24,988

 
24,910

 
0.3

 
8,269

 
8,334

 
(0.8
)
Investment securities gains, net
126

 
2,710

 
(95.4
)
 
59

 

 
nm

Other fee income
15,255

 
15,371

 
(0.8
)
 
5,171

 
5,521

 
(6.3
)
Other non-interest income
24,582

 
23,474

 
4.7

 
8,469

 
8,293

 
2.1

Total non-interest income
$
199,188

 
201,746

 
(1.3
)%
 
$
68,155

 
67,059

 
1.6
 %
 
 
 
 
 
 
 
 
 
 
 
 

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Principal Components of Non-interest Income
Service charges on deposit accounts for the nine and three months ended September 30, 2016 were up $1.2 million, or 1.9%, and up $130 thousand, or 0.6%, respectively, compared to the same time periods in 2015. Service charges on deposit accounts consist of NSF fees, account analysis fees, and all other service charges. NSF fees were $28.0 million and $9.7 million for the nine and three months ended September 30, 2016, respectively, an increase of $516 thousand, or 1.9%, and $75 thousand, or 0.8%, compared to the nine and three months ended September 30, 2015, respectively. The increase for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 is primarily due to an increase in overdraft service utilization rates. Additionally, the first quarter included the benefit of one more business day compared to the same time period the prior year. Account analysis fees were $18.2 million and $6.2 million for the nine and three months ended September 30, 2016, respectively, up $812 thousand, or 4.7%, and $145 thousand, or 2.4%, compared to the nine and three months ended September 30, 2015, respectively, largely due to fee increases to align more closely with market rates. All other service charges on deposit accounts, which consist primarily of monthly fees on retail demand deposit and saving accounts, for the nine and three months ended September 30, 2016 were $14.5 million and $4.9 million, respectively, down $175 thousand, or 1.2%, and $91 thousand, or 1.8%, compared to the same periods in 2015, respectively.
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 declined slightly by $31 thousand for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015. Fiduciary and asset management fees increased $529 thousand, or 4.7%, for the three months ended September 30, 2016 compared to the three months ended September 30, 2015, driven in part by continued growth in assets under management which ended the quarter at $11.31 billion, an increase of $724 million, or 6.8%, from September 30, 2015.
Brokerage revenue, which consists primarily of brokerage commissions, was $20.0 million and $6.2 million for the nine and three months ended September 30, 2016, respectively. Brokerage revenue for the nine months ended September 30, 2016 is $958 thousand, or 4.6%, lower than the nine months ended September 30, 2015 and $747 thousand, or 10.8%, lower in the third quarter of 2016 compared to the same quarter a year ago. The decline is largely driven by market conditions as customers are executing fewer transactions on average.
Mortgage banking income was $18.8 million and $7.3 million for the nine and three months ended September 30, 2016, respectively, compared to $20.0 million and $6.0 million for the same periods in 2015, respectively. The decline in mortgage banking income during the first half of 2016 was primarily due to a decline in refinancing and correspondent volume. The increase in mortgage banking income of $1.4 million during the third quarter of 2016 compared to the second quarter of 2016 reflected a $600 thousand increase in revenues driven by a commensurate increase in production volume, which grew to $193.1 million for the third quarter. Additionally, the third quarter of 2016 includes an $800 thousand benefit from the reduction in mortgage repurchase reserves resulting from a significant reduction in repurchase claims, which totaled only $48 thousand, or 10 claims in total, for the first nine months of the year (the remaining reserve is now $2.3 million).
Bankcard fees totaled $25.0 million and $8.3 million for the nine and three months ended September 30, 2016, respectively, compared to $24.9 million and $8.3 million for the same periods in 2015, respectively. Bankcard fees consist primarily of credit card interchange fees and debit card interchange fees. Debit card interchange fees were $12.8 million, up $413 thousand, or 3.3%, and $4.3 million, up $108 thousand, or 2.6%, for the nine and three months ended September 30, 2016, respectively, compared to the same periods in 2015. Credit card interchange fees were $16.9 million, down $452 thousand, or 2.6%, and $5.7 million, down $91 thousand, or 1.6%, for the nine and three months ended September 30, 2016, respectively, compared to the same periods in 2015.
Other fee income includes fees for letters of credit and unused lines of credit, safe deposit box fees, access fees for automated teller machine use, customer swap dealer fees, and other service charges. Other fee income was lower by $116 thousand, or 0.8%, and $350 thousand, or 6.3%, for the nine and three months ended September 30, 2016, respectively, compared to the same periods in 2015.
The main components of other non-interest income are income from company-owned life insurance policies, insurance commissions, gains from sales of government guaranteed loans, card sponsorship fees, and other miscellaneous items. The increase of $1.1 million and $175 thousand during the nine and three months ended September 30, 2016, respectively, compared to the same time periods in 2015, was driven by growth in insurance revenues. Insurance revenues grew $1.2 million, or 57.5%, and $602 thousand, or 65.4%, during the nine and three months ended September 30, 2016, respectively, compared to the same time periods in 2015, reflecting Synovus' ability to meet additional needs of its financial management services customers. Additionally, the nine months ended September 30, 2016 included a $669 thousand gain from a BOLI death benefit as well as an increase of $711 thousand in company-owned life insurance policy revenue driven by additional investments during 2015. Gains from sales of government guaranteed loans were $2.7 million and $1.3 million for the nine and three months ended September 30, 2016, respectively, compared to $4.0 million and $1.1 million for the nine and three months ended September 30, 2015, respectively.

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Given the timing of loan production for 2016, Synovus expects the gains on sale for this asset class to be lower than the $5.4 million in gains realized in 2015.
Non-interest Expense
Non-interest expense for the nine and three months ended September 30, 2016 was $562.7 million and $185.9 million, respectively, compared to $534.6 million and $177.9 million for the nine and three months ended September 30, 2015, respectively. Adjusted non-interest expense for the nine and three months ended September 30, 2016, which excludes restructuring charges, loss on early extinguishment of debt, litigation settlement/contingency (recovery) expense, merger-related expense, and Visa indemnification charges, increased $16.5 million, or 3.1%, and $6.4 million, or 3.6%, compared to the same periods in 2015, respectively. Synovus expects a low single-digit percent increase in adjusted non-interest expense for the full year. See "Non-GAAP Financial Measures" in this Report for applicable reconciliation.
The following table summarizes the components of non-interest expense for the nine and three months ended September 30, 2016 and 2015.
Non-interest Expense

 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
Three Months Ended September 30,
(in thousands)
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Salaries and other personnel expense
$
300,364

 
285,394

 
5.2
 %
 
$
101,945

 
94,341

 
8.1
 %
Net occupancy and equipment expense
81,480

 
79,650

 
2.3

 
28,120

 
26,937

 
4.4

Third-party processing expense
34,033

 
31,858

 
6.8

 
11,219

 
10,844

 
3.5

FDIC insurance and other regulatory fees
20,100

 
20,315

 
(1.1
)
 
6,756

 
6,591

 
2.5

Professional fees
19,794

 
18,382

 
7.7

 
6,486

 
6,371

 
1.8

Advertising expense
15,358

 
11,797

 
30.2

 
5,597

 
5,488

 
2.0

Foreclosed real estate expense, net
9,998

 
18,350

 
(45.5
)
 
2,725

 
4,503

 
(39.5
)
Merger-related expense
550

 

 
nm

 
550

 

 
nm

Loss on early extinguishment of debt
4,735

 

 
nm

 

 

 

Restructuring charges, net
8,225

 
(33
)
 
nm

 
1,243

 
69

 
nm

Other operating expenses
68,079

 
68,908

 
(1.2
)
 
21,230

 
22,763

 
(6.7
)
Total non-interest expense
$
562,716

 
534,621

 
5.3
 %
 
$
185,871

 
177,907

 
4.5
 %
 
 
 
 
 
 
 
 
 
 
 
 
Salaries and other personnel expenses increased $15.0 million, or 5.2%, and $7.6 million, or 8.1%, for the nine and three months ended September 30, 2016, respectively, compared to the same periods in 2015, primarily due to annual merit increases and higher commissions and incentive compensation. Synovus continues to maintain an expense discipline on this important component, which reflects a 1.7% reduction in headcount from a year ago. Moreover, Synovus continues to strategically invest in talent and technology that enhance the customer experience and drive revenue growth.
Net occupancy and equipment expense was up $1.8 million, or 2.3%, and $1.2 million, or 4.4%, for the nine and three months ended September 30, 2016, respectively, compared to the same periods in 2015. During the first quarter of 2016, Synovus opened a branch prototype in Jacksonville, Florida which is designed to allow for faster service for routine transactions while providing an enhanced customer experience. This was the third new branch prototype opened since June of last year.  Synovus continues to evaluate its branch network while deploying additional digital and on-line capabilities to increase convenience for customers while lowering transaction costs, and identified nine branches for closure during the nine months ended September 30, 2016, with seven of those branches closed as of September 30, 2016. Synovus' branch network will consist of 248 locations at year-end, which will represent a 23.2% reduction from year-end 2010.  
Third-party processing expense includes all third-party core operating system and processing charges. Third-party processing expense increased $2.2 million, or 6.8%, and $375 thousand, or 3.5%, for the nine and three months ended September 30, 2016, respectively, compared to the same periods in 2015, driven by investments in technology and increases in transaction volume.
FDIC insurance and other regulatory fees declined $215 thousand, or 1.1%, and increased $166 thousand, or 2.5%, for the nine and three months ended September 30, 2016, respectively, compared to the same periods in 2015. On March 15, 2016 , the FDIC approved a final rule to increase the DIF to the statutorily required minimum level of 1.35 percent. Congress, in the Dodd-Frank Act, increased the minimum for the DIF reserve ratio, the ratio of the amount in the fund to insured deposits, from 1.15 percent to 1.35 percent and required that the ratio reach that level by September 30, 2020. Further, the Dodd-Frank Act also made banks with $10 billion or more in total assets responsible for the increase from 1.15 percent to 1.35 percent. Under a rule adopted

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by the FDIC in 2011, regular assessment rates for all banks would decline when the reserve ratio reached 1.15 percent, which occurred during the second quarter of 2016. Banks with total assets of less than $10 billion will have substantially lower assessment rates under the 2011 rule. The final rule imposed on banks with at least $10 billion in assets a surcharge of 4.5 cents per $100 of their assessment base, after making certain adjustments. The FDIC expects the reserve ratio will likely reach 1.35 percent after approximately two years of payments of the surcharges. The final rule became effective on July 1, 2016 with surcharge assessments beginning July 1, 2016. Synovus' third quarter 2016 FDIC insurance cost remained relatively flat to the prior quarter following the surcharge assessment since regular assessment rates declined at the same time the surcharge assessment became effective.
Professional fees for the nine and three months ended September 30, 2016 were up $1.4 million, or 7.7%, and $115 thousand, or 1.8%, respectively, compared to the same periods in 2015, driven by increases in consulting expense.
Advertising expense for the nine and three months ended September 30, 2016 was up $3.6 million and $109 thousand, respectively, compared to the same periods in 2015 as a result of Synovus increasing brand awareness activities. Synovus expects advertising expense for the second half of 2016 to be slightly lower than the first half of 2016 expense of $9.8 million.
Foreclosed real estate expense declined $8.4 million, or 45.5%, and $1.8 million, or 39.5%, for the nine and three months ended September 30, 2016, respectively, compared to the same periods in 2015. ORE balances declined $35.9 million to $28.4 million at September 30, 2016 from $64.3 million a year ago.
Merger-related expense consist of professional fees relating to the October 1, 2016 acquisition of Entaire Global Companies, Inc. See "Note 1 - Significant Accounting Policies" in this Report for more information on the fourth quarter acquisition of Entaire Global Companies, Inc.
During January 2016, Synovus repurchased $124.7 million of its subordinated notes maturing in 2017 in conjunction with Synovus' cash tender offer that commenced on December 23, 2015 and expired on January 22, 2016. Results for the nine months ended September 30, 2016 included a $4.7 million pre-tax loss relating to the January tender offer.
    For the three months ended September 30, 2016, Synovus recorded restructuring charges of $1.2 million due to additional asset impairment charges of $973 thousand on properties previously identified for disposition as well as a $267 thousand impairment on a branch identified during the third quarter for closure by year-end. For the nine months ended September 30, 2016, Synovus' restructuring charges totaled $8.2 million with $4.8 million related to Synovus' continued corporate real estate optimization activities. Synovus continues to evaluate its branch network while deploying additional digital and on-line capabilities to increase convenience for customers while lowering transaction costs, and identified nine branches for closure during the nine months ended September 30, 2016,with seven of those branches closed as of September 30, 2016. Restructuring charges associated with branch closures identified during 2016 totaled $3.3 million as of September 30, 2016.
Other operating expenses for the three months ended September 30, 2016 were reduced by $1.7 million in gains on sales of four properties held for sale. In addition to the $1.7 million in property sale gains recognized during the third quarter, other operating expenses for the nine months ended September 30, 2016 were further reduced by a $2.4 million gain related to the purchase of an additional interest in an existing NPL at a discount that was subsequently paid in full. Other operating expenses also included litigation settlement/contingency (recovery) expense of $2.5 million for the nine months ended September 30, 2016 and $4.4 million for the nine months ended September 30, 2015.
The adjusted efficiency ratio improved to 60.55% this quarter from 61.54% in the second quarter of 2016 and 61.83% in the third quarter of 2015. Synovus remains focused on achieving its long-term goal of an adjusted efficiency ratio below 60%. See reconciliation of "Non-GAAP Financial Measures" in this Report.
Income Tax Expense
Income tax expense was $102.1 million and $37.4 million for the nine and three months ended September 30, 2016, respectively, representing an effective tax rate of 36.4% during the respective periods. For the full year 2016, Synovus expects an effective tax rate in the 36% to 37% range.

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CREDIT QUALITY, CAPITAL RESOURCES AND LIQUIDITY
Credit Quality
Synovus continuously monitors the quality of its loan portfolio by industry, property type, geography, as well as credit quality metrics and maintains an allowance for loan losses that management believes is sufficient to absorb probable losses inherent in its loan portfolio. Credit quality metrics have remained favorable to improving during the first nine months of 2016.
The table below includes selected credit quality metrics.
Credit Quality Metrics
 
(dollars in thousands)
September 30, 2016
 
December 31, 2015
 
September 30, 2015
Non-performing loans    
$
148,155

 
168,370

 
157,640

Impaired loans held for sale(1)
2,473

 

 

Other real estate
28,438

 
47,030

 
64,346

 Non-performing assets    
$
179,066

 
215,400

 
221,986

Non-performing loans as a % of total loans
0.64
%
 
0.75

 
0.72

Non-performing assets as a % of total loans, other loans held for sale, and ORE
0.77

 
0.96

 
1.01

Loans 90 days past due and still accruing
$
5,358

 
2,621

 
2,998

As a % of total loans
0.02
%
 
0.01

 
0.01

Total past due loans and still accruing
$
61,781

 
47,912

 
39,350

As a % of total loans
0.27
%
 
0.21

 
0.18

Net charge-offs - Quarter
$
6,930

 
3,425

 
6,758

Net charge-offs/average loans - Quarter
0.12
%
 
0.06

 
0.12

Net charge-offs - Year
$
20,420

 
27,831

 
24,407

Net charge-offs/average loans - Year
0.12
%
 
0.13

 
0.15

Provision for loan losses - Quarter
$
5,671

 
5,021

 
2,956

Provision for loan losses - Year
21,741

 
19,010

 
13,990

Allowance for loan losses
253,817

 
252,496

 
250,900

Allowance for loan losses as a % of total loans
1.09
%
 
1.13

 
1.15

 
 
 
 
 
 
(1) Represent only impaired loans that have been specifically identified to be sold. Impaired loans held for sale are carried at the lower of cost or fair value, less costs to sell, based primarily on estimated sales proceeds net of selling costs.
Non-performing Assets
Total NPAs were $179.1 million at September 30, 2016, a $36.3 million, or 16.9%, decrease from $215.4 million at December 31, 2015 and a $42.9 million, or 19.3%, decrease from $222.0 million at September 30, 2015. The year-over-year decline in non-performing assets was driven by the continued resolution of problem assets including workouts and dispositions. Total non-performing assets as a percentage of total loans, other loans held for sale, and other real estate were 0.77% at September 30, 2016 compared to 0.96% at December 31, 2015, and 1.01% at September 30, 2015.
Troubled Debt Restructurings
Accruing TDRs were $201.9 million at September 30, 2016, compared to $223.9 million at December 31, 2015 and $240.4 million at September 30, 2015. Accruing TDRs declined $22.0 million, or 9.8%, from December 31, 2015 and $38.5 million, or 16.0%, from a year ago primarily due to lower TDR inflows, fewer TDRs having to retain the TDR designation upon subsequent renewal, refinance, or modification, and pay-offs. 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.

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At September 30, 2016, the allowance for loan losses allocated to these accruing TDRs was $11.8 million compared to $12.6 million at December 31, 2015 and $16.2 million at September 30, 2015. Accruing TDRs are considered performing because they are performing in accordance with the restructured terms. At both September 30, 2016 and December 31, 2015, 99% of accruing TDRs were current. In addition, subsequent defaults on accruing TDRs (defaults defined as the earlier of the TDR being placed on non-accrual status or reaching 90 days past due with respect to principal and/or interest payments within twelve months of the TDR designation) have remained low, and consisted of only two defaults with a recorded investment of $181 thousand for the nine months ended September 30, 2016 and four defaults with a recorded investment of $593 thousand for the nine months ended September 30, 2015.
Accruing TDRs by Risk Grade
September 30, 2016
 
December 31, 2015
 
September 30, 2015
(dollars in thousands)
Amount
 
%
 
Amount
 
%
 
Amount
 
%
Pass
$
66,887

 
33.1
%
 
75,015

 
33.5
 
81,447

 
33.9
Special Mention
37,259

 
18.5

 
40,365

 
18.0
 
22,719

 
9.4
Substandard accruing
97,750

 
48.4

 
108,493

 
48.5
 
136,204

 
56.7
  Total accruing TDRs
$
201,896

 
100.0
%
 
223,873

 
100.0
 
240,370

 
100.0
 
 
 
 
 
 
 
 
 
 
 
 
Accruing TDRs Aging by Portfolio Class
 
September 30, 2016
(in thousands)
Current
 
30-89 Days Past Due
 
90+ Days Past Due
 
Total
 
Investment properties
$
33,172

 

 

 
33,172

 
1-4 family properties
39,778

 

 

 
39,778

 
Land acquisition
14,127

 
10

 

 
14,137

 
Total commercial real estate
87,077

 
10

 

 
87,087

 
Commercial, financial and agricultural
28,145

 
315

 

 
28,460

 
Owner-occupied
53,036

 

 

 
53,036

 
Total commercial and industrial
81,181

 
315

 

 
81,496

 
Home equity lines
8,732

 

 

 
8,732

 
Consumer mortgages
18,769

 
861

 

 
19,630

 
Credit cards

 

 

 

 
Other retail loans
4,770

 
181

 

 
4,951

 
Total retail
32,271

 
1,042

 

 
33,313

 
Total accruing TDRs
$
200,529

 
1,367

 

 
201,896

 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
(in thousands)
Current
 
30-89 Days Past Due
 
90+ Days Past Due
 
Total
 
Investment properties
$
50,913

 

 

 
50,913

 
1-4 family properties
43,931

 

 

 
43,931

 
Land acquisition
19,929

 
380

 

 
20,309

 
Total commercial real estate
114,773

 
380

 

 
115,153

 
Commercial, financial and agricultural
24,934

 
592

 
208

 
25,734

 
Owner-occupied
47,141

 
387

 

 
47,528

 
Total commercial and industrial
72,075

 
979

 
208

 
73,262

 
Home equity lines
9,575

 

 

 
9,575

 
Consumer mortgages
20,520

 
712

 

 
21,232

 
Credit cards

 

 

 

 
Other retail loans
4,459

 
192

 

 
4,651

 
Total retail
34,554

 
904

 

 
35,458

 
Total accruing TDRs
$
221,402

 
2,263

 
208

 
223,873

 
 
 
 
 
 
 
 
 
 

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Non-accruing TDRs were $15.4 million at September 30, 2016 compared to $47.4 million at December 31, 2015, a decrease of $32.0 million, or 67.5%. 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.
Potential Problem Loans
Potential problem loans are defined by management as being certain performing loans with a well-defined weakness where there is known information about possible credit problems of borrowers which causes management to have concerns about the ability of such borrowers to comply with the present repayment terms of such loans. Potential problem commercial loans consist of commercial Substandard accruing loans but exclude loans 90 days past due and still accruing interest and accruing TDRs classified as Substandard since these loans are disclosed separately. Potential problem commercial loans were $172.5 million at September 30, 2016 compared to $181.0 million and $205.7 million at December 31, 2015 and September 30, 2015, respectively. Synovus cannot predict at this time whether these potential problem loans ultimately will become non-performing loans or result in losses.
Net Charge-offs
Net charge-offs for the nine months ended September 30, 2016 were 20.4 million, or 0.12% as a percentage of average loans annualized, a decrease of $4.0 million, or 16.3%, compared to $24.4 million, or 0.15%, as a percentage of average loans annualized for the nine months ended September 30, 2015. The decline in net charge-offs was driven by fewer dispositions of distressed loans and lower impairment charge-offs on existing collateral dependent impaired loans.
Provision for Loan Losses and Allowance for Loan Losses
For the nine months ended September 30, 2016, the provision for loan losses was $21.7 million, an increase of $7.8 million, or 55.4%, compared to the nine months ended September 30, 2015. The increase was due to growth in loans outstanding, movement towards expected normalization of provision expense levels, as well as the continued stabilization of the allowance for loan loss factors.
The allowance for loan losses at September 30, 2016 was $253.8 million, or 1.09% of total loans, compared to $252.5 million, or 1.13% of total loans, at December 31, 2015 and $250.9 million, or 1.15% of total loans, at September 30, 2015, reflecting an improvement in the overall risk profile of the loan portfolio.  
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.
At September 30, 2016, Synovus' and Synovus Bank's capital levels each exceeded well-capitalized requirements currently in effect. The following table presents certain ratios used to measure Synovus and Synovus Bank's capitalization.

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Capital Ratios
 
 
 
(dollars in thousands)    
September 30, 2016
 
December 31, 2015
Tier 1 capital
 
 
 
Synovus Financial Corp.
$
2,620,379

 
2,660,016
Synovus Bank
3,166,994

 
3,136,132
Common equity Tier 1 capital (transitional)
 
 
 
Synovus Financial Corp.
2,596,233

 
2,660,016
Synovus Bank
3,166,994

 
3,136,132
Total risk-based capital
 
 
 
Synovus Financial Corp.
3,139,465

 
3,255,758

Synovus Bank
3,432,314

 
3,390,764

Tier 1 capital ratio
 
 
 
Synovus Financial Corp.
10.05
%
 
10.37

Synovus Bank
12.16

 
12.25

Common equity Tier 1 ratio (transitional)
 
 
 
Synovus Financial Corp.
9.96

 
10.37

Synovus Bank
12.16

 
12.25

Total risk-based capital to risk-weighted assets ratio
 
 
 
Synovus Financial Corp.
12.04

 
12.70

Synovus Bank
13.15

 
13.25

Leverage ratio
 
 
 
Synovus Financial Corp.
8.98

 
9.43

Synovus Bank
10.88

 
11.15

Tangible common equity to tangible assets ratio (1)
 
 
 
Synovus Financial Corp.
9.28

 
9.90

 
 
 
 
(1) See reconciliation of “Non-GAAP Financial Measures” in this Report.
The Basel III rules became effective January 1, 2015 for Synovus and Synovus Bank, subject to a transition period for several aspects, including the capital conservation buffer and certain regulatory capital adjustments and deductions, as described below. Under the Basel III capital rules, the minimum capital requirements for Synovus and Synovus Bank include a common equity Tier 1 (CET1) ratio of 4.5%; Tier 1 capital ratio of 6%; total capital ratio of 8%; and leverage ratio of 4%. When fully phased-in on January 1, 2019, the Basel III capital rules include a capital conservation buffer of 2.5% that is added on top of each of the minimum risk-based capital ratios. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and will be phased-in over a three-year period (increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019). 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. Under the Basel III capital rules, Synovus and Synovus Bank are well-capitalized if each has a CET1 ratio of 6.5% or greater, a Tier 1 risk-based capital ratio of 8% or greater, a total risk-based capital ratio of 10% or greater, a leverage ratio of 5% or greater, and are 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.
During the third quarter of 2015, Synovus' Board of Directors authorized a $300 million share repurchase program to be completed over the next 15 months. As of September 30, 2016, Synovus had repurchased a total of $289.4 million or 9.7 million shares under the $300 million share repurchase program through a combination of share repurchases under an accelerated share repurchase (ASR) agreement and open market transactions. Synovus entered into an (ASR) agreement on September 29, 2016 to repurchase the final $50.0 million of Synovus common stock, under the share repurchase program, and repurchased 1.2 million shares at an initial average price of $31.87. The remaining shares under the ASR agreement will be repurchased upon settlement of the ASR agreement on or before December 28, 2016. Share repurchases under the program by quarter are as follows: third quarter of 2016 -$80.9 million (2.6 million shares), second quarter of 2016 - $60.5 million (2.0 million shares), first quarter of 2016 - $110.9 million (3.9 million shares), and fourth quarter of 2015 - $37.1 million (1.2 million shares). During the third quarter of 2015, Synovus completed its $250 million share repurchase program which was announced on October 21, 2014 and expired on October 23, 2015. Under this program, Synovus repurchased 9.1 million shares of common stock through a combination of share repurchases under an (ASR) agreement and open market transactions.
On December 7, 2015, Synovus issued in a public offering $250 million aggregate principal amount of subordinated notes due in 2025, for aggregate proceeds of $246.6 million, net of debt issuance costs. Also during the fourth quarter of 2015, Synovus

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repurchased $46.7 million of its 2017 subordinated notes in privately negotiated transactions which resulted in a pre-tax loss of $1.5 million. Additionally, during January 2016, Synovus repurchased $124.7 million of the 2017 subordinated notes in conjunction with Synovus' cash tender offer that commenced on December 23, 2015 and expired on January 22, 2016. Results for the nine months ended September 30, 2016 included a $4.7 million pre-tax loss relating to the January tender offer.
As of September 30, 2016, total disallowed deferred tax assets were $249.9 million compared to $341.1 million at December 31, 2015. Disallowed deferred tax assets for the new Basel III ratio, CET1, were $136.1 million at September 30, 2016 and $215.5 million at December 31, 2015, due to a three-year phase-in of the total disallowed deferred tax asset for the CET1 capital measure. Synovus' deferred tax asset is projected to continue to decline, thus creating additional regulatory capital in future periods.
Synovus' CET1 ratio was 9.96% at September 30, 2016 under Basel III transitional provisions and the estimated fully phased-in CET1 ratio, as of September 30, 2016, was 9.48%, both of which are well in excess of the regulatory requirements prescribed by Basel III. See reconciliation of "Non-GAAP Financial Measures" in this Report.
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. Synovus' 2016 DFAST results show that capital ratios remain above regulatory minimums throughout the forecast period in the severely adverse scenario. Synovus expects to announce its 2017 capital plan in January of 2017.
Dividends
Synovus has historically paid a quarterly cash dividend to the holders of its common stock. Management and the Board of Directors closely monitor current and projected capital levels, liquidity (including dividends from subsidiaries), financial markets and other economic trends, as well as regulatory requirements regarding the payment of dividends. During the fourth quarter of 2015, Synovus increased the quarterly common stock dividend by 20% to $0.12 per share effective with the quarterly dividend paid on January 4, 2016.
Synovus' ability to pay dividends on its capital stock, consisting of the common stock and the Series C Preferred Stock, is primarily dependent upon dividends and distributions that it receives from its bank and non-banking subsidiaries, which are restricted by various regulations administered by federal and state bank regulatory authorities, as further discussed below in the section titled "Liquidity." During the nine months ended September 30, 2016, Synovus Bank paid upstream cash dividends of $260.0 million to Synovus, and during the year ended December 31, 2015, Synovus Bank made upstream cash distributions to Synovus totaling $225.0 million including cash dividends of $199.9 million.

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    Synovus declared dividends of $0.36 and $0.30 per common share for the nine months ended September 30, 2016 and September 30, 2015, respectively. In addition to dividends paid on its common stock, Synovus paid dividends of $7.7 million on its Series C Preferred Stock during both the nine months ended September 30, 2016 and September 30, 2015.
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. Management continuously monitors and maintains appropriate levels of liquidity so as to provide adequate funding sources to manage customer deposit withdrawals, loan requests, and funding maturities. 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 through the issuance of brokered certificates of deposit and money market accounts. Synovus Bank accesses these funds from 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 September 30, 2016, based on currently pledged collateral, Synovus Bank had access to incremental funding of $770 million, subject to 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 operating needs including potential capital infusions into subsidiaries, the servicing of debt, the payment of dividends on our common stock and preferred stock, share repurchases and payment of general corporate expenses. 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. During the nine months ended September 30, 2016, Synovus Bank paid upstream cash dividends of $260.0 million to the Parent Company and during the year ended December 31, 2015, Synovus Bank made upstream cash distributions to the Parent Company totaling $225.0 million including cash dividends of $199.9 million. 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, GA DBF rules and related statutes contain limitations on payments of dividends by Synovus Bank without the approval of the GA DBF.
On December 7, 2015, Synovus issued in a public offering $250 million aggregate principal amount of subordinated debt due in 2025, for aggregate proceeds of $246.6 million, net of debt issuance costs. Also during the fourth quarter of 2015, Synovus repurchased $46.7 million of its subordinated notes maturing in 2017 in privately negotiated transactions which resulted in a pre-tax loss of $1.5 million. Additionally, during January 2016, Synovus repurchased $124.7 million of its subordinated notes maturing in 2017 in conjunction with Synovus' cash tender offer that commenced on December 23, 2015 and expired on January 22, 2016. Results for the nine months ended September 30, 2016 included a $4.7 million pre-tax loss relating to the January tender offer.
Synovus presently believes that the sources of liquidity discussed above, including existing liquid funds on hand, are sufficient to meet its anticipated funding needs. 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' 2015 Form 10-K.

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Earning Assets and Sources of Funds
Average total assets for the nine months ended September 30, 2016 increased $1.32 billion, or 4.7%, to $29.24 billion as compared to $27.92 billion for the first nine months of 2015. Average earning assets increased $1.46 billion, or 5.7%, in the first nine months of 2016 compared to the same period in 2015 and represented 93.2% of average total assets at September 30, 2016, as compared to 92.4% at September 30, 2015. The increase in average earning assets resulted from a $1.55 billion increase in average loans, net, and a $352.9 million increase in average taxable investment securities. These increases were partially offset by a $439.7 million decrease in interest bearing funds held at the Federal Reserve Bank. Average interest bearing liabilities increased $829.4 million, or 4.5%, to $19.16 billion for the first nine months of 2016 compared to the same period in 2015. The increase in interest bearing liabilities was driven by a $609.4 million increase in money market deposit accounts (excluding brokered deposits), a $343.1 million increase in interest bearing demand deposits, and a $100.4 million increase in average long term debt. These increases were partially offset by a $220.6 million decrease in brokered deposits. Average non-interest bearing demand deposits increased $565.1 million, or 8.9%, to $6.93 billion for the first nine months of 2016 compared to the same period in 2015.
Net interest income for the nine months ended September 30, 2016 was $665.7 million, an increase of $51.0 million, or 8.3%, compared to $614.7 million for the nine months ended September 30, 2015.
The net interest margin for the nine months ended September 30, 2016 was 3.27%, up 8 basis points from 3.19% for the nine months ended September 30, 2015. Earning asset yields increased by 7 basis points compared to the nine months ended September 30, 2015 and the effective cost of funds decreased 1 basis point.
On a sequential quarter basis, net interest income increased by $4.6 million while the net interest margin was unchanged. The increase in net interest income for the third quarter was due to a $320.2 million increase in average earning assets driven by a $204.2 million increase in average loans, net and a $92.8 million increase in average interest bearing funds held at the Federal Reserve Bank. The yield on earning assets was 3.71% and the effective cost of funds was 0.44% for the third quarter 2016, both down 2 basis points from the second quarter 2016.
The net interest margin for the fourth quarter of 2016 is expected to remain stable versus the third quarter of 2016, given no significant changes in the interest rate environment.

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Quarterly yields earned on average interest-earning assets and rates paid on average interest-bearing liabilities for the five most recent quarters are presented below.
Average Balances, Interest, and Yields
2016
 
2015
 
(dollars in thousands) (yields and rates annualized)
Third Quarter
 
Second Quarter
 
First Quarter
 
Fourth Quarter
 
Third Quarter
 
Interest Earning Assets:
 
 
 
 
 
 
 
 
 
 
Taxable investment securities (1)
$
3,544,933

 
3,529,030

 
3,537,131

 
3,481,184

 
3,380,543

 
Yield
1.83
%
 
1.89

 
1.91

 
1.85

 
1.76

 
Tax-exempt investment securities(1)(3)
$
2,943

 
3,491

 
4,091

 
4,352

 
4,509

 
Yield (taxable equivalent) (3)
5.96
%
 
6.08

 
6.37

 
6.16

 
6.21

 
Trading account assets
$
5,493

 
3,803

 
5,216

 
8,067

 
7,278

 
Yield
0.93
%
 
1.27

 
1.65

 
2.24

 
1.84

 
Commercial loans(2)(3)
$
18,419,484

 
18,433,638

 
18,253,169

 
17,884,661

 
17,522,735

 
Yield
4.03
%
 
4.04

 
4.03

 
3.97

 
3.99

 
Consumer loans(2)
$
4,720,082

 
4,497,147

 
4,334,817

 
4,233,061

 
4,105,639

 
Yield
4.30
%
 
4.32

 
4.37

 
4.27

 
4.31

 
Allowance for loan losses
$
(255,675
)
 
(251,101
)
 
(258,097
)
 
(252,049
)
 
(256,102
)
 
    Loans, net (2)
$
22,883,891

 
22,679,684

 
22,329,889

 
21,865,673

 
21,372,272

 
Yield
4.14
%
 
4.15

 
4.15

 
4.08

 
4.10

 
Mortgage loans held for sale
$
87,524

 
72,477

 
63,339

 
50,668

 
69,438

 
Yield
3.32
%
 
3.59

 
3.72

 
3.84

 
3.82

 
Federal funds sold, due from Federal Reserve Bank, and other short-term investments
$
998,565

 
907,614

 
885,938

 
1,081,604

 
1,380,686

 
Yield
0.48
%
 
0.47

 
0.47

 
0.27

 
0.24

 
Federal Home Loan Bank and Federal Reserve Bank Stock(4)
$
70,570

 
77,571

 
80,679

 
66,790

 
71,852

 
Yield
4.99
%
 
5.15

 
3.82

 
5.08

 
4.71

 
Total interest earning assets
$
27,593,919

 
27,273,670

 
26,906,283

 
26,558,338

 
26,286,578

 
Yield
3.71
%
 
3.73

 
3.73

 
3.63

 
3.60

 
Interest Bearing Liabilities:
 
 
 
 
 
 
 
 
 
 
Interest bearing demand deposits
$
4,274,117

 
4,233,310

 
4,198,738

 
4,117,116

 
3,955,803

 
Rate
0.16
%
 
0.18

 
0.17

 
0.17

 
0.18

 
Money Market accounts
$
7,227,030

 
7,082,759

 
7,095,778

 
7,062,517

 
6,893,563

 
Rate
0.29
%
 
0.31

 
0.32

 
0.35

 
0.36

 
Savings deposits
$
797,961

 
746,225

 
722,172

 
692,536

 
685,813

 
Rate
0.07
%
 
0.06

 
0.07

 
0.06

 
0.06

 
Time deposits under $100,000
$
1,248,294

 
1,262,280

 
1,279,811

 
1,307,601

 
1,338,994

 
Rate
0.64
%
 
0.64

 
0.65

 
0.65

 
0.66

 
Time deposits over $100,000
$
2,030,242

 
2,016,116

 
2,006,302

 
2,033,193

 
2,086,851

 
Rate
0.88
%
 
0.89

 
0.89

 
0.88

 
0.88

 
Non-maturing brokered deposits
$
634,596

 
451,398

 
315,006

 
297,925

 
221,817

 
Rate
0.29
%
 
0.39

 
0.48

 
0.31

 
0.31

 
Brokered time deposits
$
775,143

 
885,603

 
780,233

 
887,168

 
1,135,346

 
Rate
0.88
%
 
0.85

 
0.83

 
0.76

 
0.71

 
   Total interest bearing deposits
$
16,987,383

 
16,677,691

 
16,398,040

 
16,398,056

 
16,318,187

 
Rate
0.37
%
 
0.39

 
0.39

 
0.40

 
0.42

 
Federal funds purchased and securities sold under repurchase agreements
$
247,378

 
221,276

 
$
177,921

 
158,810

 
207,894

 
Rate
0.09
%
 
0.09

 
0.10

 
0.08

 
0.09

 
Long-term debt
$
2,114,193

 
2,279,043

 
2,361,973

 
2,007,924

 
2,072,455

 
Rate
2.71
%
 
2.55

 
2.55

 
2.63

 
2.51

 
Total interest bearing liabilities
$
19,348,954

 
19,178,010

 
18,937,934

 
18,564,790

 
18,598,536

 

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Rate
0.63

 
0.65
%
 
0.66

 
0.65

 
0.65

 
Non-interest bearing demand deposits
$
7,042,908

 
6,930,336

 
6,812,223

 
6,846,200

 
6,541,832

 
Effective cost of funds
0.44

 
0.46
%
 
0.46

 
0.45

 
0.46

 
Net interest margin
3.27

 
3.27
%
 
3.27

 
3.18

 
3.14

 
Taxable equivalent adjustment (3)
$
330

 
329

 
305

 
311

 
315

 
 
 
 
 
 
 
 
 
 
 
 
(1) Excludes net unrealized gains and (losses).
(2) Average loans are shown net of deferred fees and costs. Non-performing loans are included.
(3) 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.
(4)Included as a component of Other Assets on the balance sheet.

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Net Interest Income and Rate/Volume Analysis
The following tables set forth the major components of net interest income and the related annualized yields and rates for the nine months ended September 30, 2016 and 2015, as well as the variances between the periods caused by changes in interest rates versus changes in volume.
Net Interest Income and Rate/Volume Analysis
 
Nine Months Ended September 30,
 
2016 Compared to 2015
 
Average Balances
 
Interest
 
Annualized Yield/Rate
 
Change due to
 
Increase (Decrease)
(dollars in thousands)
2016
 
2015
 
2016
 
2015
 
2016
 
2015
 
Volume
 
Rate
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable investment securities
$
3,537,060

 
3,182,950

 
$
49,820

 
42,901

 
1.88
%
 
1.80

 
$
4,772

 
2,147

 
$
6,919

Tax-exempt investment securities(2)
3,506

 
4,689

 
162

 
218

 
6.16

 
6.19

 
(55
)
 
(1
)
 
(56
)
Total investment securities
3,540,566

 
3,187,639

 
49,982

 
43,119

 
1.88

 
1.80

 
4,717

 
2,146

 
6,863

Trading account assets
4,840

 
11,318

 
46

 
258

 
1.28

 
3.03

 
(147
)
 
(65
)
 
(212
)
Taxable loans, net(1)
22,812,346

 
21,266,232

 
698,657

 
651,103

 
4.09

 
4.09

 
47,341

 
212

 
47,553

Tax-exempt loans, net(1)(2)
74,691

 
74,843

 
2,591

 
2,622

 
4.63

 
4.68

 
(5
)
 
(26
)
 
(31
)
Allowance for loan losses
(254,960
)
 
(255,812
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans, net
22,632,077

 
21,085,263

 
701,248

 
653,725

 
4.14

 
4.15

 
47,336

 
186

 
47,522

Mortgage loans held for sale
74,494

 
74,806

 
1,966

 
2,060

 
3.52

 
3.67

 
(8
)
 
(86
)
 
(94
)
Federal funds sold, due from Federal Reserve Bank, and other short-term investments
930,954

 
1,365,627

 
3,343

 
2,476

 
0.48

 
0.24

 
(749
)
 
1,617

 
868

Federal Home Loan Bank and Federal Reserve Bank stock
76,252

 
76,219

 
2,649

 
2,503

 
4.63

 
4.38

 
1

 
143

 
144

  Total interest earning assets
$
27,259,183

 
25,800,872

 
$
759,234

 
704,141

 
3.72
%
 
3.65

 
$
51,150

 
3,941

 
$
55,091

Cash and due from banks
400,222

 
410,417

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premises and equipment, net
434,889

 
451,092

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other real estate
39,282

 
74,230

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other assets(3)
1,103,504

 
1,182,989

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
$
29,237,080

 
27,919,600

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Shareholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing demand deposits
$
4,235,529

 
3,892,462

 
$
5,420

 
5,327

 
0.17
%
 
0.18
%
 
$
463

 
(370
)
 
$
93

Money market accounts
7,603,136

 
6,722,767

 
17,620

 
17,272

 
0.31

 
0.34

 
2,241

 
(1,893
)
 
348

Savings deposits
755,608

 
670,356

 
366

 
279

 
0.06

 
0.06

 
38

 
49

 
87

Time deposits
4,094,525

 
4,668,925

 
24,666

 
25,981

 
0.80

 
0.74

 
(3,182
)
 
1,867

 
(1,315
)
Federal funds purchased and securities sold under repurchase agreements
215,641

 
220,973

 
154

 
134

 
0.09

 
0.08

 
(3
)
 
23

 
20

Long-term debt
2,251,235

 
2,150,841

 
44,394

 
39,457

 
2.59

 
2.45

 
1,857

 
3,081

 
4,938

Total interest-bearing liabilities
$
19,155,674

 
18,326,324

 
$
92,620

 
88,450

 
0.64

 
0.64

 
$
1,414

 
2,757

 
$
4,171

Non-interest bearing deposits
6,928,906

 
6,363,773

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other liabilities
203,989

 
210,649

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders' equity
2,948,511

 
3,018,854

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total liabilities and equity
$
29,237,080

 
27,919,600

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate spread:
 
 
 
 
 
 
 
 


 


 
 
 
 
 
 
Net interest income - FTE/margin(4)
 
 
 
 
666,614

 
615,691

 
3.27
%
 
3.19

 
$
49,736

 
1,184

 
$
50,920

Taxable equivalent adjustment
 
 
 
 
964

 
993

 
 
 
 
 
 
 
 
 
 
  Net interest income, actual
 
 
 
 
$
665,650

 
614,698

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Average loans are shown net of unearned income. Non-performing loans are included. Interest income includes fees as follows: 2016 - $23.4 million, 2015 - $22.7 million.
(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.
(3) Includes average net unrealized gains on investment securities available for sale of $35.7 million and $20.8 million for the nine months ended September 30, 2016 and
2015, respectively.
(4) The net interest margin is calculated by dividing annualized net interest income - FTE by average total interest earnings assets.
Market Risk Analysis
Interest rate risk is the primary market risk to which Synovus is potentially exposed. Synovus measures its sensitivity to changes in market interest rates through the use of a simulation model. Synovus uses this simulation model to determine a baseline net interest income forecast and the sensitivity of this forecast to changes in interest rates. These simulations include all of Synovus’ earning assets and liabilities. Forecasted balance sheet changes, primarily reflecting loan and deposit growth forecasts, are included in the periods modeled. Anticipated deposit mix changes in each interest rate scenario are also included in the periods modeled.
Synovus has modeled its baseline net interest income forecast assuming a flat interest rate environment with the federal funds rate at the Federal Reserve’s current targeted range of 0.25% to 0.50% and the current prime rate of 3.50%. Synovus has modeled the impact of a gradual increase in short-term rates of 100 and 200 basis points and a decline of 25 basis points to determine the sensitivity of net interest income for the next twelve months. Synovus continues to maintain a modestly asset sensitive position which would be expected to benefit net interest income in a rising interest rate environment and reduce net interest income in a declining interest rate environment. The following table represents the estimated sensitivity of net interest income to these changes in short term interest rates at September 30, 2016, with comparable information for December 31, 2015.
 
 
 
Estimated % Change in Net Interest Income as Compared to Unchanged Rates (for the next twelve months)
 
 
Change in Short-term Interest Rates (in basis points)
 
September 30, 2016
 
December 31, 2015
 
+200
 
5.6%
 
6.4%
 
+100
 
3.1%
 
3.8%
 
Flat
 
—%
 
—%
 
-25
 
-2.2%
 
-2.6%
 
 
 
 
 
 
Several factors could serve to diminish or eliminate this asset sensitivity in a rising rate environment. 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.
 
 
As of September 30, 2016
Change in Short-term Interest Rates (in basis points)
 
Base Scenario
 
15% Increase in Average Repricing Beta
+200
 
5.6%
 
3.8%
+100
 
3.1%
 
2.2%
 
 
 
 
 
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 EVE. 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 the 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. Key assumptions utilized in the model, namely loan prepayments, investment security prepayments, deposit repricing betas, and non-maturity deposit duration have a significant impact on the results of the EVE simulations. As illustrated in the table below, the economic value of equity model indicates that, compared with a valuation assuming stable rates, EVE is projected to increase by 5.6% and 6.3%, assuming an immediate and sustained increase in interest rates of 100 and 200 basis points, respectively. Assuming an immediate 25 basis point decline in rates, EVE is projected to decrease by 3.9%

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Estimated Change in EVE
Immediate Change in Interest Rates (in basis points)
 
September 30, 2016
 
December 31, 2015
+200
 
6.3%
 
3.2%
+100
 
5.6%
 
3.4%
-25
 
-3.9%
 
-3.5%
 
 
 
 
 

ADDITIONAL DISCLOSURES
Recently Issued Accounting Standards
The following ASUs will be implemented effective January 1, 2017 or later:

ASU 2016-15, Statement of Cash Flows-Classification of Certain Cash Receipts and Cash Payments
On August 26, 2016, the FASB issued new guidance that is intended to address diversity in practice of how certain cash receipts and cash payments are currently presented and classified in the statement of cash flows. The amendments of the ASU add or clarify guidance on eight cash flow issues:
Debt prepayment or debt extinguishment costs.
Settlements of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing.
Contingent consideration payments made after a business combination.
Proceeds from the settlement of insurance claims.
Proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies.
Distributions received from equity method investees.
Beneficial interests in securitization transactions.
Separately identifiable cash flows and application of the predominance principle.

The ASU describes a predominance principle in which cash flows with aspects of more than one class of cash flows that cannot be separated are classified in the statement of cash flows based on the activity that is likely to be the predominant source or use of cash flow (if first there is no relevant guidance in the Accounting Standards Codification). The new guidance also clarifies the classification of debt prepayment or debt extinguishment costs and beneficial interests in securitization transactions. This perhaps may likely be the greatest change to current practice. Currently, many entities classify debt prepayment and extinguishment costs as operating cash outflows because the payment factors into the determination of net income. Similarly, many entities classify payments received from beneficial interests on securitized trade receivables as operating cash inflows based on the trade receivables that underlie the cash flows. ASU 2016-15 requires that cash paid for debt prepayment or debt extinguishment costs to be classified as a financing outflow and cash received from beneficial interests on securitized trade receivables to be classified as an investing inflow.

ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. The guidance will have to be applied retrospectively to all periods presented but may be applied prospectively from the earliest date practicable if retrospective application would be impracticable. Management is currently evaluating the requirements of the new accounting standards to determine the impact on its consolidated financial statements.

ASU 2016-13, Financial Instruments--Credit Losses. On June 16, 2016, the FASB issued the new credit impairment standard, ASU 2016-13, Financial Instruments-Credit Losses. ASU 2016-13 represents a shift in focus from an incurred loss model to one that recognizes losses expected to occur over the life of an asset. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses for financial assets not recorded at fair value based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance in ASU 2016-13 applies to all industries, and will impact Synovus' accounting for loans, loan commitments, and debt securities.

ASU 2016-13 will be required to be implemented through a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the amendments are effective. This ASU is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Once effective, the new guidance will significantly change the accounting for credit impairment. Management is currently evaluating the requirements of this new accounting standard to determine the impact on its consolidated financial statements.

ASU 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting. In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for employee share-based payment

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transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new guidance includes a requirement to record all of the tax effects related to share-based payments at settlement (or expiration) through the income statement. Currently, tax benefits in excess of compensation cost (“windfalls”) and tax deficiencies (“shortfalls”) are recorded in equity. For Synovus, this ASU will be effective for annual reporting periods beginning after December 15, 2016. Based on management’s initial assessment of the potential impact of the standard on Synovus, management expects that the ASU could create some quarterly income tax expense volatility, but the amount would not be significant.

ASU 2016-02, Leases. In February 2016, the FASB issued ASU 2016-02, its new standard on lease accounting. ASU 2016-02 introduces a lessee model that brings most leases on the balance sheet. Under the new standard, all lessees will recognize a right-of-use asset and a lease liability for all leases, including operating leases, with a lease term greater than 12 months. From a lessor perspective, the accounting model is largely unchanged, though the new standard does include certain targeted improvements to align, where necessary, lessor accounting with the lessee accounting model and the revenue recognition guidance in ASC Topic 606 (those related to evaluating when profit can be recognized). For Synovus, the impact of this ASU will primarily relate to its accounting and reporting of leases as a lessee. The new ASU will be effective for Synovus beginning January 1, 2019 (prior periods will be restated so prior years are comparable). Early adoption is permitted. Management currently estimates that the financial statement impact from the implementation of the new lease accounting standard will not be significant.

ASU 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. In January 2016, the FASB issued ASU 2016-01, which amends the guidance on the classification and measurement of financial instruments. Although the ASU retains many current requirements, it significantly revises an entity’s accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of AFS debt securities in combination with other deferred tax assets. The ASU provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. The ASU also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. Because companies must recognize changes in the measurement of equity investments in net income, income volatility will potentially increase, but changes in credit risk will not affect earnings when the fair value option is elected. The new standard will be effective for Synovus for fiscal years beginning after December 15, 2017. Management is currently evaluating the impact of the ASU on Synovus’ consolidated financial statements.

ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The standard is intended to increase comparability across industries and jurisdictions. The core principle of the revenue model is that a company will recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services.
On April 29, 2015, the FASB issued a proposal to delay the effective date of ASU 2014-09, Revenue from Contracts with Customers, for public and non-public companies. The proposed new effective date will be annual reporting periods beginning after December 15, 2017, and the interim periods within that year, for public business entities. As such, for Synovus, the ASU will be effective on January 1, 2018, for both its interim and annual reporting periods. This proposal represents a one-year deferral from the original effective date.
The proposed new effective date guidance will allow early adoption for all entities (i.e., both public business entities and other entities) as of the original effective date for public business entities, which was annual reporting periods beginning after December 15, 2016, and the interim periods within that year.
Management is currently evaluating the impact of this ASU on Synovus’ consolidated financial statements. The standard is expected to potentially impact ORE sales, interchange revenue, credit card loyalty programs, asset management fees, treasury management services revenue, and miscellaneous fees; however, the overall financial statement impact for Synovus is not expected to be significant. Extensive new disclosures will be required, including disaggregation of total revenue, information about performance obligations, changes in contract asset and liability account balances between periods, and information about key judgments and estimates and policy decisions regarding revenue recognition.
See Note 1 of the notes to the unaudited interim consolidated financial statements for a discussion of recently adopted accounting standards updates.

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Critical Accounting Policies
The accounting and financial reporting policies of Synovus are in accordance with 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 allowance for loan losses 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’ unaudited interim consolidated financial statements. Synovus’ financial results could differ significantly if different judgments or estimates are used in the application of these policies. All accounting policies described in Note 1 - Summary of Significant Accounting Policies in Synovus' 2015 Form 10-K should be reviewed for a greater understanding of how we record and report our financial performance. During the nine months ended September 30, 2016, there have been no significant changes to Synovus’ critical accounting policies, estimates and assumptions, or the judgments affecting the application of these estimates and assumptions from those disclosed in Synovus' 2015 Form 10-K.
Non-GAAP Financial Measures
The measures entitled adjusted non-interest income; adjusted non-interest expense; adjusted net income; adjusted net income per common share, diluted; adjusted efficiency ratio; average core deposits; average core transaction deposit accounts; core deposits excluding state, county, and municipal deposits; Tangible Common Equity ratio; and common equity Tier 1 (CET1) ratio (fully phased-in) are not measures recognized under GAAP and therefore are considered non-GAAP financial measures. The most comparable GAAP measures to these measures are total non-interest income; total non-interest expense; net income available to common shareholders; net income per common share, diluted; efficiency ratio; total deposits; and the ratio of total equity to total assets, respectively.
Management uses these non-GAAP financial measures to assess the performance of Synovus’ business and the strength of its capital position. Synovus believes that these non-GAAP financial measures provide meaningful additional information about Synovus to assist management, investors, and bank regulators in evaluating Synovus’ operating results, financial strength and capitalization and to permit investors to assess the performance of Synovus on the same basis as that used by management. The non-GAAP financial measures should be considered as additional views of the way our financial measures are affected by significant items and other factors. Adjusted non-interest income is a measure used by management to evaluate non-interest income exclusive of net investment securities gains. Adjusted non-interest expense and the adjusted efficiency ratio are measures utilized by management to measure the success of expense management initiatives focused on reducing recurring controllable operating costs. Adjusted net income and adjusted net income per common share, diluted are measures used by management to evaluate operating results exclusive of items that are not indicative of ongoing operations and impact period-to-period comparisons. Average core deposits, average core transaction deposit accounts, and core deposits excluding state, county, and municipal deposits are measures used by management to evaluate organic growth of deposits and the quality of deposits as a funding source. The Tangible Common Equity ratio and common equity Tier 1 (CET1) ratio (fully phased-in) are used by management and bank regulators to assess the strength of our capital position. These non-GAAP financial measures should not be considered as a substitute for operating results determined in accordance with GAAP and may not be comparable to other similarly titled measures of other companies. The computations of these measures are set forth in the tables below.

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Reconciliation of Non-GAAP Financial Measures

Nine Months Ended
 
Three Months Ended
(in thousands)
September 30, 2016
 
September 30, 2015
 
September 30, 2016
 
September 30, 2015
Adjusted Non-interest Income
 
 
 
 
 
 
 
Total non-interest income
$
199,188

 
201,746

 
68,155

 
67,059

Subtract: Investment securities gains, net
(126
)
 
(2,710
)
 
(59
)
 

     Adjusted non-interest income
$
199,062

 
199,036

 
68,096

 
67,059

Adjusted Non-interest Expense
 
 
 
 
 
 
 
Total non-interest expense
$
562,716

 
534,621

 
185,871

 
177,907

Subtract: Restructuring charges
(8,225
)
 
33

 
(1,243
)
 
(69
)
Subtract: Visa indemnification charges
(1,079
)
 
(1,092
)
 
(360
)
 
(363
)
Add/(subtract): Litigation contingency/settlement recovery (expense)
(2,511
)
 
(4,400
)
 
189

 

Subtract: Loss on early extinguishment of debt
(4,735
)
 

 

 

Subtract: Merger-related expense
(550
)
 

 
(550
)
 

 Adjusted non-interest expense
$
545,616

 
529,162

 
183,907

 
177,475

 
 
 
 
 
 
 
 

 
 
Three Months Ended
(in thousands)
 
September 30, 2016
 
June 30, 2016
 
September 30, 2015
Adjusted Net Income and Adjusted Net Income Per Common Share, Diluted
 
 
 
 
 
 
Net income available to common shareholders
 
$
62,686

 
57,898

 
55,369

(Subtract) Add: Litigation contingency/settlement (recovery) expense
 
(189
)
 

 

Add: Restructuring charges
 
1,243

 
5,841

 
69

Add: Merger-related expense
 
550

 

 

Subtract: Tax effect of adjustments
 
(587
)
 
(2,138
)
 
(25
)
       Adjusted net income
 
$
63,703

 
61,601

 
$
55,413

Weighted average common shares outstanding - diluted
 
123,604

 
125,699

 
132,297

     Adjusted net income per common share, diluted
 
$
0.52

 
0.49
 
0.42
 
 
 
 
 
 
 
Adjusted Efficiency Ratio
 
 
 
 
 
 
Adjusted non-interest expense
 
$
183,907

 
182,410

 
177,475

Subtract: Foreclosed real estate expense
 
(2,725
)
 
(4,588
)
 
(4,503
)
Subtract: Other credit costs
 
(2,913
)
 
445

 
(2,842
)
Adjusted non-interest expense excluding credit costs
 
$
178,269

 
178,267

 
170,130

Net interest income
 
$
226,007

 
221,449

 
207,790

Add: Tax equivalent adjustment
 
330

 
329

 
315

Total non-interest income
 
68,155

 
67,886

 
67,059

Subtract: Investment securities gains, net
 
(59
)
 

 

Total adjusted revenues
 
$
294,433

 
289,664

 
275,164

      Adjusted efficiency ratio
 
60.55
%
 
61.54
%
 
61.83
%
 
 
 
 
 
 
 


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Reconciliation of Non-GAAP Financial Measures, continued

Three Months Ended
 
(dollars in thousands)
September 30, 2016
 
June 30, 2016
 
March 31, 2016
 
December 31, 2015
 
September 30, 2015
 
Average Core Deposits and Average Core Transaction Deposit Accounts
 
 
 
 
 
 
 
 
 
 
Average total deposits
$
24,030,291

 
23,608,027

 
23,210,263

 
23,244,256

 
22,860,019

 
Subtract: Average brokered deposits
(1,409,739
)
 
(1,337,001
)
 
(1,095,239
)
 
(1,185,093
)
 
(1,357,163
)
 
     Average core deposits
22,620,552

 
22,271,026

 
22,115,024

 
22,059,163

 
21,502,856

 
Subtract: Average total SCM deposits
(2,105,126
)
 
(2,280,038
)
 
(2,440,749
)
 
(2,303,278
)
 
(2,124,812
)
 
Subtract: Average time deposits excluding SCM deposits
(3,153,366
)
 
(3,141,621
)
 
(3,137,379
)
 
(3,188,706
)
 
(3,274,406
)
 
Average core transaction deposit accounts
$
17,362,060

 
16,849,367

 
16,536,896

 
16,567,179

 
16,103,638

 
Core Deposits and Core Deposits Excluding State, County, and Municipal Deposits
 
 
 
 
 
 
 
 
 
 
Total deposits
$
24,192,003

 
23,925,922

 
 
 
 
 
22,777,413

 
Subtract: Brokered deposits
(1,315,348
)
 
(1,496,161
)
 
 
 
 
 
(1,245,798
)
 
     Core deposits
22,876,655

 
22,429,761

 
 
 
 
 
21,531,615

 
Subtract: State, county, and municipal deposits
(2,100,756
)
 
(2,294,898
)
 
 
 
 
 
(2,165,710
)
 
Core deposits excluding state, county, and municipal deposits
$
20,775,899

 
20,134,863

 
 
 
 
 
19,365,905

 
Tangible Common Equity Ratio
 
 
 
 
 
 
 
 
 
 
Total assets
$
29,727,096

 
29,459,691

 
29,171,257

 
28,792,653

 
28,167,827

 
Subtract: Goodwill
(24,431
)
 
(24,431
)
 
(24,431
)
 
(24,431
)
 
(24,431
)
 
Subtract: Other intangible assets, net
(225
)
 
(228
)
 
(277
)
 
(471
)
 
(667
)
 
Tangible assets
$
29,702,440

 
29,435,032

 
29,146,549

 
28,767,751

 
28,142,729

 
Total shareholders' equity
$
2,906,659

 
2,951,659

 
2,953,268

 
3,000,196

 
3,017,116

 
Subtract: Goodwill
(24,431
)
 
(24,431
)
 
(24,431
)
 
(24,431
)
 
(24,431
)
 
Subtract: Other intangible assets, net
(225
)
 
(228
)
 
(277
)
 
(471
)
 
(667
)
 
Subtract: Series C Preferred Stock, no par value
(125,980
)
 
(125,980
)
 
(125,980
)
 
(125,980
)
 
(125,980
)
 
Tangible common equity
$
2,756,023

 
2,801,020

 
2,802,580

 
2,849,314

 
2,866,038

 
Total shareholders' equity to total assets ratio
9.78
%
 
10.02

 
10.12

 
10.42

 
10.71

 
     Tangible common equity ratio
9.28
%
 
9.52

 
9.62

 
9.90

 
10.18

 
Common Equity Tier 1 (CET1) Ratio (fully phased-in)
 
 
 
 
 
 
 
 
 
 
Common equity Tier 1 (CET1)
$
2,596,233

 
 
 
 
 
 
 
 
 
Subtract: Adjustment related to capital components
(101,843
)
 
 
 
 
 
 
 
 
 
CET1 (fully phased-in)
$
2,494,390

 
 
 
 
 
 
 
 
 
Total risk-weighted assets (fully phased-in)
$
26,323,936

 
 
 
 
 
 
 
 
 
Common equity Tier 1 (CET1) ratio (fully phased-in)
9.48
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




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ITEM 3. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information presented in the Market Risk Analysis section of the Management's Discussion and Analysis of Financial Condition and Results of Operations is incorporated herein by reference.
ITEM 4. – CONTROLS AND PROCEDURES
In connection with the preparation of this Quarterly Report on Form 10-Q, 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 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 September 30, 2016, Synovus' disclosure controls and procedures were effective.
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 quarter ended September 30, 2016 that has materially affected, or is reasonably likely to materially affect, Synovus' internal control over financial reporting.
Synovus regularly seeks to identify, develop and implement improvements to its technology systems and business processes, some of which may affect its internal control over financial reporting. These changes may include such activities as implementing new, more efficient systems, updating existing systems or platforms, or automating manual processes. These systems changes are generally phased in over multiple periods in order to limit the implementation risk in any one period. As each change is implemented, Synovus monitors its effectiveness as part of its internal control over financial reporting. During the quarter ended September 30, 2016, Synovus implemented a new financial reporting system. Based on Synovus' testing and monitoring to date, Synovus presently does not believe that this improvement will materially affect, or is reasonably likely to materially affect, Synovus' internal control over financial reporting.


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PART II. – OTHER INFORMATION
ITEM 1. – LEGAL PROCEEDINGS
Synovus and its subsidiaries are subject to various legal proceedings, claims and disputes 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. Synovus, like many other financial institutions, has been the target of legal actions and other proceedings asserting claims for damages and related relief for losses. These actions include mortgage loan and other loan put-back claims, 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 putative class action matters. In addition to actual damages if Synovus does not prevail in such asserted legal actions, 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 were to occur.
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 and financial condition for any particular period. For additional information, see "Part I - Item 1. Financial Statements - Note 12 - Legal Proceedings" of this Report, which Note is incorporated herein by this reference.
ITEM 1A. – RISK FACTORS
In addition to the other information set forth in this Report, you should carefully consider the factors discussed in “Risk Factors” in Part I-Item 1A of Synovus’ 2015 Form 10-K which could materially affect its business, financial position, results of operations, cash flows, or future results. 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.
There were no material changes during the period covered by this Report to the risk factors previously disclosed in Synovus’ 2015 10-K.
ITEM 2. – UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
(a) None.
(b) None.
(c) Issuer Purchases of Equity Securities:
During the third quarter of 2015, Synovus' Board of Directors authorized a $300 million share repurchase program to be completed over the next 15 months. The table below sets forth information regarding repurchases of our common stock during the third quarter of 2016.
Share Repurchases
 
Total Number of Shares Repurchased
 
Average Price Paid per Share(1)
 
Total Number
of Shares Repurchased as
Part of
Publicly Announced
Plans or Programs
 
Maximum Approximate
Dollar Value
of Shares
that May Yet Be
Purchased Under the
Plans or Programs
 
 
 
 
 
July 2016
 
1,122,000

 
$
28.84

 
1,122,000

 
$
59,152,804

August 2016
 
284,000

 
31.11

 
284,000

 
50,316,702

September 2016
 
1,246,458

 
31.88

 
1,246,458

 
10,581,579

Total
 
2,652,458

 
$
30.51

 
2,652,458

 

 
 
 
 
 
 
 
 
 
(1) The average price paid per share is calculated on a trade date basis for all open market transactions and excludes commissions and other transaction expenses.

Effective September 29, 2016, Synovus entered into an accelerated share repurchase agreement (ASR) to repurchase the remaining $50.0 million of Synovus common stock under the share repurchase program, and repurchased 1.2 million shares at an initial average price of $31.87. The remaining shares will be repurchased upon settlement of the ASR agreement on or before December 28, 2016. Additionally, during the third quarter of 2016, Synovus repurchased $41.5 million, or 1.4 million

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shares, of common stock through a combination of open market transactions and privately negotiated transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.



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ITEM 3. – DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. – MINE SAFETY DISCLOSURES
None.
ITEM 5. – OTHER INFORMATION
None.

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ITEM 6. – EXHIBITS  
 
 
 
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 on Form 8-K dated July 25, 2013, as filed with the SEC on July 25, 2013.
 
 
 
3.3

 
Articles of Amendment to the Amended and Restated Articles of Incorporation of Synovus, incorporated by reference to Exhibit 3.1 to Synovus' Current Report on Form 8-K dated April 29, 2014, as filed with the SEC on April 29, 2014.
 
 
 
3.4

 
Articles of Amendment to the Amended and Restated Articles of Incorporation of Synovus, incorporated by reference to Exhibit 3.1 to Synovus' Current Report on Form 8-K dated May 19, 2014, as filed with the SEC on May 19, 2014.
 
 
 
3.5

 
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.
 
 
12.1

 
Ratio of Earnings to Fixed Charges.
 
 
 
31.1

 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.2

 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32

 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101

 
Interactive Data File
 
 
 

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
SYNOVUS FINANCIAL CORP.
 
 
 
November 4, 2016
By:
 
/s/ Kevin S. Blair
Date
 
 
Kevin S. Blair
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
(Duly Authorized Officer and Principal Financial Officer)


77