Synovus Financial (US:SNV)2024-02-23 12:40Part I Index of Defined Terms This section provides a comprehensive index of defined terms and acronyms used throughout the report, clarifying references to 'Synovus,' 'the Company,' 'the Bank,' and various financial and regulatory terms like ACL, ALCO, Basel III, CECL, CET1, FDIC, FHLB, LIBOR, and SOFR - The report defines 'Synovus,' 'we,' 'our,' 'us,' and 'the Company' as the consolidated entity of Synovus Financial Corp. and its subsidiaries, while 'the Bank' or 'Synovus Bank' refers specifically to its bank subsidiary12 - Key financial and regulatory terms defined include ACL (Allowance for credit losses), ALCO (Asset Liability Management Committee), Basel III (regulatory capital requirements), CECL (Current expected credit losses), CET1 (Common Equity Tier 1 Capital), FDIC (Federal Deposit Insurance Corporation), FHLB (Federal Home Loan Bank), LIBOR (London Interbank Offered Rate), and SOFR (Secured Overnight Financing Rate)131516 Forward-Looking Statements This section outlines forward-looking statements, emphasizing that actual results may differ materially due to various known and unknown risks, including competition, economic downturns, interest rate fluctuations, regulatory changes, and operational challenges - Forward-looking statements are based on current beliefs and expectations of management and are subject to significant risks and uncertainties22 - Key risk factors include competition from traditional and non-traditional banking institutions (Fintechs), ability to realize benefits from strategic initiatives, economic downturns (recession, inflation, interest rate fluctuations), changes in funding costs and availability, impact of recent bank failures on client confidence and liquidity, ability to attract and retain employees, and successful implementation of new technologies23 - Other significant risks involve changes in governmental policy, laws, and regulations, cybersecurity threats, asset quality deterioration, potential losses from fraud, and the ability to obtain regulatory approvals for actions like dividends or acquisitions24 Item 1. Business Synovus Financial Corp. is a Georgia-headquartered financial services company providing commercial and consumer banking, along with specialized products and services, through its subsidiary Synovus Bank and other non-bank subsidiaries across the Southeastern U.S. In 2023, the company adapted its strategy to manage industry instability, focusing on liquidity, credit vigilance, and capital management, and plans for 2024 include enhancing profitability, deepening relationships, and accelerating growth through digital and analytics investments - Synovus Financial Corp. is a registered bank holding company headquartered in Columbus, Georgia, providing commercial and consumer banking services through Synovus Bank and other offices in Alabama, Florida, Georgia, South Carolina, and Tennessee25 Synovus Financial Corp. Key Financial Data (December 31, 2023) | Metric | Amount | | :--------------------- | :------------- | | Total Consolidated Assets | $59.81 billion | | Total Consolidated Deposits | $50.74 billion | - In 2023, Synovus adapted its strategic plan to focus on safety and soundness, liquidity, deposit generation, credit vigilance, and optimized capital management in response to banking industry instability and economic uncertainty. For 2024, the strategy will focus on enhancing profitability, deepening relationships, and accelerating growth through initiatives like banking-as-a-service, deposit generation, and investments in automation, digital, and analytics29303132 Overview Banking Operations Non-bank Subsidiaries Business Developments Competition Human Capital Resources Supervision, Regulation, and Other Factors Item 1A. Risk Factors This section details the material risks Synovus faces, categorized into strategic, operational, credit and liquidity, compliance and regulatory, and market and general risks, including intense competition, cybersecurity threats, interest rate fluctuations, and economic instability - Strategic risks include intense competition from traditional and non-bank institutions (Fintechs), potential failure to realize benefits from strategic initiatives, and challenges in implementing new lines of business or technologies115117120 - Operational risks encompass the inability to attract and retain skilled employees, rapid technological changes, unsuccessful IT system enhancements, disruptions from information technology system failures or security breaches, and elevated fraud risks122126127128134 - Credit and liquidity risks highlight adverse effects from interest rate changes on net interest income, challenges in funding availability due to deposit market changes, potential inadequacy of the allowance for credit losses, and the inability to service debt or pay dividends146152156160161 - Compliance and regulatory risks include the impact of federal fiscal and monetary policies, extensive banking industry regulation, potential supervisory actions, and the need to conserve capital due to economic conditions or regulatory changes164165168171 - Market and other general risks involve inflationary pressures, unstable global economic conditions (including geopolitical conflicts), erosion of client confidence due to recent bank failures, extensive use of models in business, ESG risks, climate change impacts, and concentrated operations in the Southeastern U.S. making the company vulnerable to local events174175178180182185188 Strategic Risk Operational Risk Credit and Liquidity Risk Compliance and Regulatory Risk Market and Other General Risk Item 1B. Unresolved Staff Comments This section states that there are no unresolved staff comments from the SEC Item 1C. Cybersecurity Synovus maintains a comprehensive cyber risk management program integrated into its enterprise risk management system, designed to identify, assess, manage, mitigate, and respond to cybersecurity threats, with oversight from the CISO and Board's Risk Committee - Synovus operates a cyber risk management program aligned with industry standards (NIST Cybersecurity Framework, ISO 27005) to address threats like ransomware and denial-of-service attacks191193 - The program includes mandatory annual and quarterly employee training, bimonthly security awareness communications, and monthly effectiveness testing192 - Cybersecurity governance involves the CISO reporting to executive management and the Board's Risk Committee quarterly on strategy, defense initiatives, event preparedness, and risk assessments, also facilitating Board tabletop exercises and training198199200 - To date, Synovus has not experienced a cybersecurity incident that has materially impacted its business strategy, financial condition, or results of operation, despite ongoing cyber incidents197 Cybersecurity Risk Management and Strategy Cybersecurity Governance Item 2. Properties Synovus and its subsidiaries own or lease 266 facilities, totaling approximately 2.6 million square feet, primarily consisting of office space for business operations in its headquarters and across its footprint, all deemed suitable for the company's operations - As of December 31, 2023, Synovus and its subsidiaries owned 150 facilities (1,437,366 sq ft) and leased 116 facilities (1,177,132 sq ft), primarily office space in its operating footprint202 Item 3. Legal Proceedings This section refers to Note 14, 'Commitments and Contingencies,' in the Financial Statements for details on legal proceedings Item 4. Mine Safety Disclosures This section states that mine safety disclosures are not applicable to Synovus Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Repurchases of Equity Securities Synovus common stock trades on the NYSE under 'SNV', with 146.4 million shares outstanding as of February 20, 2024, and the company expects to continue quarterly cash dividends, while the Board authorized up to $300 million in common stock and $50 million in preferred stock repurchases for 2024 - Synovus common stock is traded on the NYSE under the symbol 'SNV'208 Common Stock and Shareholder Data | Metric | Value | | :--------------------------------- | :---------------- | | Shares Outstanding (Feb 20, 2024) | 146,399,324 shares | | Shareholders of Record (Feb 20, 2024) | 9,369 | | Market Value (June 30, 2023) | ~$4.22 billion | | Closing Sale Price (June 30, 2023) | $30.25 | - Synovus expects to continue paying regular quarterly cash dividends, subject to Board approval and regulatory requirements209 - No share repurchases were completed in 2023. For 2024, the Board authorized up to $300 million in common stock and $50 million in preferred stock repurchases. As of February 20, 2024, $29.9 million (800,000 shares) of common stock had been repurchased212213 Item 6. Reserved This item is reserved and contains no content Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Synovus' 2023 financial results were impacted by economic uncertainty, bank failures, and monetary policy tightening, leading to a decrease in net income available to common shareholders, while strategic actions included investment portfolio repositioning, loan sales, and a voluntary early retirement program, with 2024 guidance anticipating stable economic conditions and a flat interest rate environment - The economic environment in 2023 was characterized by continued inflation, economic uncertainty, geopolitical pressures, and monetary policy tightening, exacerbated by bank failures in the first half of the year216217220 2023 Financial Highlights (vs. 2022) | Metric | 2023 (in thousands) | 2022 (in thousands) | Change (%) | | :----------------------------------- | :------------------ | :------------------ | :--------- | | Net income available to common shareholders | $507,755 | $724,739 | (30)% | | Diluted EPS | $3.46 | $4.95 | (30)% | | Net interest income | $1,816,655 | $1,796,900 | 1% | | Net interest margin | 3.21% | 3.32% | (11) bps | | Non-interest revenue | $404,010 | $409,336 | (1)% | | Non-interest expense | $1,335,424 | $1,157,506 | 15% | | Provision for credit losses | $189,079 | $84,553 | 124% | | Total loans, net of deferred fees and costs | $43,404,490 | $43,716,353 | (1)% | | Total deposits | $50,739,185 | $48,871,559 | 4% | | CET1 capital ratio | 10.22% | 9.63% | 59 bps | | Non-performing assets ratio | 0.66% | 0.33% | 33 bps | | Net charge-off ratio | 0.35% | 0.13% | 22 bps | - Key impacts on 2023 results included $77.7 million in realized net losses from investment securities portfolio repositioning, a $51.0 million FDIC special assessment accrual, a $50.1 million loss from strategic loan sales, and $18.4 million in restructuring charges for a voluntary early retirement program222224226 - For 2024, Synovus' guidance assumes stable economic conditions and a flat interest rate environment, projecting end-of-period loan growth of 0% to 3%, core deposit growth of 2% to 6%, adjusted revenue decline/growth of (3%) to 1%, and adjusted non-interest expense decline/growth of (5%) to (1%), with the CET1 ratio targeted between 10.0% and 10.5%232 Executive Summary Critical Accounting Policies Discussion of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Synovus' primary market risk is interest rate risk, managed through simulation modeling and derivative instruments to balance asset and liability repricing characteristics, with net interest income sensitivity analysis indicating a projected increase with rising rates and a decrease with falling rates - Synovus' most significant market risk is interest rate risk, managed by the Asset Liability Management Committee (ALCO) through simulation modeling and derivative instruments366367 Estimated 12-Month Net Interest Income Sensitivity (December 31, 2023) | Change in Interest Rates (bps) | Estimated Change in Net Interest Income | | :----------------------------- | :-------------------------------------- | | +200 | 3.7% | | +100 | 1.9% | | -100 | (2.0)% | | -200 | (4.1)% | - Synovus uses interest rate swaps as cash flow hedges ($5.60 billion notional) to mitigate floating rate loan risk and as fair value hedges ($2.56 billion notional) for fixed-rate debt and deposits378379 - Other market risks include the impact of securities market fluctuations on financial management services revenue and the sensitivity of mortgage banking income to mortgage interest rates374376 Market Risk and Interest Rate Sensitivity Derivative Instruments for Interest Rate Risk Management Item 8. Financial Statements and Supplementary Data This section presents the audited consolidated financial statements for Synovus, including balance sheets, statements of income, comprehensive income, changes in shareholders' equity, and cash flows for the years ended December 31, 2023, 2022, and 2021, along with independent auditor's reports and detailed notes on accounting policies, segment information, and financial instruments - KPMG LLP issued an unqualified opinion on Synovus' consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2023382383393394 - A critical audit matter was identified in the assessment of the allowance for loan losses for loans held for investment evaluated on a collective basis, due to the high degree of audit effort, specialized skills, and subjective judgment involved in evaluating the methodology, models, macroeconomic forecasts, and quantitative adjustments387388 Consolidated Balance Sheet Highlights (December 31, 2023 vs. 2022) | Metric | 2023 (in thousands) | 2022 (in thousands) | | :------------------------------------------ | :------------------ | :------------------ | | Total Assets | $59,809,534 | $59,731,378 | | Total Deposits | $50,739,185 | $48,871,559 | | Total Liabilities | $54,665,386 | $55,255,577 | | Total Synovus Financial Corp. Shareholders' Equity | $5,119,993 | $4,475,801 | Consolidated Income Statement Highlights (Years Ended December 31) | Metric | 2023 (in thousands) | 2022 (in thousands) | 2021 (in thousands) | | :----------------------------------- | :------------------ | :------------------ | :------------------ | | Net interest income | $1,816,655 | $1,796,900 | $1,532,947 | | Provision for (reversal of) credit losses | $189,079 | $84,553 | $(106,251) | | Non-interest revenue | $404,010 | $409,336 | $450,066 | | Non-interest expense | $1,335,424 | $1,157,506 | $1,099,904 | | Net income available to common shareholders | $507,755 | $724,739 | $727,304 | | Diluted EPS | $3.46 | $4.95 | $4.90 | Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Shareholders' Equity Consolidated Statements of Cash Flows Note 1 - Summary of Significant Accounting Policies Note 2 - Investment Securities Available for Sale Note 3 - Loans and Allowance for Loan Losses Note 4 - Premises, Equipment and Software Note 5 - Goodwill and Other Intangible Assets Note 6 - Other Assets Note 7 - Deposits Note 8 - Other Short-term Borrowings and Long-term Debt Note 9 - Shareholders' Equity and Other Comprehensive Income Note 10 - Regulatory Capital Note 11 - Net Income Per Common Share Note 12 - Fair Value Accounting Note 13 - Derivative Instruments Note 14 - Commitments and Contingencies Note 15 - Share-based Compensation and Other Employment Benefit Plans Note 16 - Income Taxes Note 17 - Segment Reporting Note 18 - Condensed Financial Information of Synovus Financial Corp. (Parent Company only) Note 19 - Subsequent Event Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure This section states that there have been no changes in or disagreements with accountants on accounting and financial disclosure Item 9A. Controls and Procedures Synovus' management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2023, with no material changes in internal control over financial reporting during the fiscal quarter - Synovus' management, with CEO and CFO participation, concluded that disclosure controls and procedures were effective as of December 31, 2023685 - No material changes in internal control over financial reporting occurred during the fiscal quarter ended December 31, 2023686689 - Management assessed and concluded that internal control over financial reporting was effective as of December 31, 2023, based on COSO criteria687 Item 9B. Other Information This section states that there is no other information to report Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This section states that disclosures regarding foreign jurisdictions that prevent inspections are not applicable to Synovus Part III Item 10. Directors, Executive Officers, and Corporate Governance This section incorporates by reference information from the Proxy Statement regarding the election of directors, executive officers, Section 16(a) reports, and corporate governance matters, including Synovus' Code of Business Conduct and Ethics - Information on directors, executive officers, and corporate governance is incorporated by reference from the Proxy Statement693 - Synovus has a Code of Business Conduct and Ethics applicable to all directors, officers, and employees, available on its website693 - The CEO made an annual certification to the NYSE, as of May 2, 2023, confirming no violations of corporate governance listing standards694 Item 11. Executive Compensation This section incorporates by reference information from the Proxy Statement concerning director and executive compensation, including the Compensation Discussion and Analysis, Summary Compensation Table, and the Compensation and Human Capital Committee Report - Information on executive compensation, including the Compensation Discussion and Analysis and Summary Compensation Table, is incorporated by reference from the Proxy Statement695 - The Compensation and Human Capital Committee Report is also incorporated by reference but is not deemed 'soliciting material' or 'filed' with the SEC695 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section incorporates by reference information from the Proxy Statement regarding security ownership of beneficial owners and management, and also references Note 15 in the Financial Statements for details on equity compensation plans - Information on security ownership of certain beneficial owners and management is incorporated by reference from the Proxy Statement696 - Details pertaining to equity compensation plans are found in Note 15 of the Financial Statements696 Item 13. Certain Relationships and Related Transactions, and Director Independence This section incorporates by reference information from the Proxy Statement concerning certain relationships and related transactions, as well as director independence - Information on certain relationships and related transactions, and director independence is incorporated by reference from the Proxy Statement697 Item 14. Principal Accountant Fees and Services This section identifies KPMG LLP as Synovus' independent registered public accounting firm and incorporates by reference information from the Proxy Statement regarding KPMG LLP's fees and services, and the Audit Committee's policy on pre-approval - KPMG LLP, Atlanta, GA (Auditor Firm ID: 185) is Synovus' independent registered public accounting firm700 - Information on KPMG LLP's fees and services and the Audit Committee's pre-approval policy is incorporated by reference from the Proxy Statement700 Part IV Item 15. Exhibits and Financial Statement Schedules This section lists the consolidated financial statements and related reports incorporated by reference from Item 8 and Item 9A of this report. It also provides a comprehensive list of exhibits filed with the report, including organizational documents, specimen stock certificates, indentures, and various compensation plans - The consolidated financial statements and related audit reports from Item 8, and Management's Report on Internal Control Over Financial Reporting from Item 9A, are incorporated by reference702 - A detailed list of exhibits is provided, including Restated Articles of Incorporation and Bylaws, specimen stock certificates for common and preferred stock, various indentures for debt securities, and numerous compensation plans and agreements704708709710711712 Item 16. Form 10-K Summary This section states that there is no Form 10-K summary Signatures This section contains the required signatures of Synovus Financial Corp.'s Chairman of the Board, Chief Executive Officer, and President, Kevin S. Blair, along with other principal executive, financial, and accounting officers, and directors, certifying the filing of the report - The report is signed by Kevin S. Blair as Chairman of the Board, Chief Executive Officer, and President, and Andrew J. Gregory, Jr. as Executive Vice President and Chief Financial Officer, among other directors and officers720723 - A Power of Attorney grants Kevin S. Blair and Andrew J. Gregory, Jr. authority to sign and file amendments to the report721