8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

July 22, 2014

Date of Report

(Date of Earliest Event Reported)

Synovus Financial Corp.

(Exact Name of Registrant as Specified in its Charter)

Georgia	1-10312	58-1134883
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1111 Bay Avenue, Suite 500, Columbus, Georgia 31901

(Address of principal executive offices) (Zip Code)

(706) 649-2311

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On July 22, 2014, Synovus Financial Corp. (the “Company”) issued a press release announcing the Company’s financial results for the three and six month periods ended June 30, 2014.

Pursuant to General Instruction F to Current Report on Form 8-K, the press release is attached to this Current Report as Exhibit 99.1 and only those portions of the press release related to the historical results of operations of the Company for the three and six month periods ended June 30, 2014 are incorporated into this Item 2.02 by reference. The information contained in this Item 2.02, including the information set forth in the press release filed as Exhibit 99.1 to, and incorporated in, this Current Report is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 furnished pursuant to this Item 2.02 shall not be incorporated by reference into any registration statement or other documents pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any such filing.

Item 7.01 Regulation FD Disclosure

On July 22, 2014, the Company made available the supplemental information (the “Supplemental Information”) and slide presentation (“Slide Presentation”) prepared for use with the press release. The investor call and webcast will be held at 8:30 a.m., ET, on July 22, 2014.

Pursuant to General Instruction F to Current Report on Form 8-K, the Supplemental Information and the Slide Presentation are attached to this Current Report as Exhibits 99.2 and Exhibit 99.3, respectively, and incorporated into this Item 7.01 by reference. The information contained in this Item 7.01, including the information set forth in the Supplemental Information and Slide Presentation filed as Exhibit 99.2 and Exhibit 99.3 to, and incorporated in, this Current Report, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information in Exhibit 99.2 and Exhibit 99.3 furnished pursuant to this Item 7.01 shall not be incorporated by reference into any registration statement or other documents pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any such filing.

2

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
Exhibit No.	Description
99.1	Synovus press release dated July 22, 2014
99.2	Supplemental Information prepared for use with the press release
99.3	Slide presentation prepared for use with the press release

3

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Synovus has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SYNOVUS FINANCIAL CORP.
	(“Synovus”)
Dated:  July 22, 2014	By:	/s/ Allan E. Kamensky
		Allan E. Kamensky
		Executive Vice President,      General Counsel and Secretary

4

EX-99.1

Exhibit 99.1

Media Contact	Investor Contact
Greg Hudgison	Bob May
Media Relations	Investor Relations
(706) 644-0528	(706) 649-3555

Synovus Reports Earnings for the Second Quarter of 2014

Diluted Earnings per Share of $0.32; $0.35 Excluding Restructuring Charges

Results driven by loan growth of 5.9%, increase in net interest income, and growth in fee income from core business

COLUMBUS, Ga., July 22, 2014 – Synovus Financial Corp. (NYSE: SNV) today reported financial results for the quarter ended June 30, 2014.

Second Quarter Highlights

• Net income available to common shareholders for the second quarter of 2014 was $44.3 million or $0.32 per diluted share.

• Excluding restructuring charges of $7.7 million, net income available to common shareholders for the second quarter of 2014 was $49.0 million or $0.35 per diluted share, a 6.9% increase compared to $0.33¹ as reported for the first quarter of 2014.

• Net income available to common shareholders for the first quarter of 2014 was $45.9 million, or $0.33¹ per diluted share. For the second quarter of 2013, net income available to common shareholders was $30.7 million, or $0.24¹ per diluted share.

• The first quarter of 2014 results included restructuring charges of $8.6 million, a $5.8 million net gain from the Memphis transaction, and a $3.1 million gain on a branch property sale.

• The second quarter of 2013 results included restructuring charges of $1.8 million.

• Total revenues were $268.4 million for the second quarter of 2014. Excluding the impact of the first quarter of 2014 net gain from the Memphis transaction, the gain on the branch property sale, and investment securities gains, total revenues were up $8.0 million or 3.1% vs. the prior quarter.

• Total loans grew $296.8 million sequentially or 5.9% annualized, driven by growth in C&I and retail loans.

• Credit quality improved significantly with a 32.5% sequential quarter decline in non-performing loans. The NPL ratio declined to 1.27% at June 30, 2014 from 1.91% at March 31, 2014 and 2.47% a year ago.

• All Tier 1 capital ratios continued to expand with the Tier 1 common equity ratio ending the quarter at 10.41%, up 17 basis points from the prior quarter.

¹  Per share data for prior periods has been restated to reflect the 1-for-7 reverse stock split which was effective on May 16, 2014.

“We are pleased with our performance for the second quarter, which includes earnings per share of $0.35 excluding restructuring charges,” said Kessel D. Stelling, Synovus Chairman and CEO. “We reported solid loan growth of 5.9% annualized, with C&I and retail reporting 7.2% and 14.3% growth, respectively. The quarter also included increases in mortgage, bankcard, and brokerage fees; a 32% reduction in non-performing loans; and a two basis point increase in the net interest margin.”

Balance Sheet Fundamentals

• Total loans ended the quarter at $20.46 billion, an $847.5 million or 4.3% increase from the second quarter of 2013.

• Total loans grew $296.8 million or 5.9% annualized compared to the first quarter of 2014.

• C&I loans grew by $181.8 million from the first quarter of 2014, or 7.2% annualized.

• Commercial real estate loans declined by $14.5 million from the first quarter of 2014.

• Retail loans grew by $130.0 million from the first quarter of 2014, or 14.3% annualized.

• Total average deposits for the quarter were $20.86 billion, up $138.4 million from the previous quarter.

• Average core deposits ended the quarter at $19.46 billion, down $27.9 million compared to the first quarter of 2014.

• Average core deposits, excluding average time deposits, grew by $163.9 million compared to the previous quarter.

Core Performance

Adjusted pre-tax, pre-credit costs income was $98.9 million for the second quarter of 2014, an increase of $2.4 million from $96.5 million for the first quarter of 2014.

• Net interest income was $205.1 million for the second quarter of 2014, up $4.5 million from $200.5 million in the previous quarter.

• The net interest margin improved two basis points to 3.41% compared to 3.39% in the first quarter of 2014. The yield on earning assets was 3.86%, unchanged from the first quarter of 2014, and the effective cost of funds declined two basis points to 0.45%.

• Total non-interest income was $63.4 million compared to $70.2 million for the first quarter of 2014.

• The first quarter of 2014 non-interest income included a $5.8 million net gain from the Memphis transaction, a $3.1 million gain on a branch property sale, and $1.3 million in investment securities gains.

• Mortgage banking income increased $1.8 million or 50.5% from the previous quarter.

• Core banking fees² of $32.6 million were up $1.5 million or 4.7%, driven by higher bankcard fees.

• Financial Management Services revenues, consisting primarily of fiduciary and asset management fees and brokerage revenue, increased $1.0 million or 5.3%.

²  Include service charges on deposit accounts, bankcard fees, letter of credit fees, ATM fee income, line of credit non-usage fees, and miscellaneous other service charges.

• Total non-interest expense for the second quarter of 2014 was $182.2 million, down $2.0 million from the first quarter of 2014. Adjusted non-interest expense for the second quarter of 2014 was $169.5 million, up $2.4 million compared to $167.1 million for the first quarter of 2014 primarily due to planned increases in advertising expense.

• Restructuring charges of $7.7 million relate to the planned closing of 13 branches across the five-state footprint during the fourth quarter of 2014.

Credit Quality

Broad-based improvement in credit quality continued.

• Total credit costs were $16.9 million in the second quarter of 2014, down 4.1% from $17.6 million in the first quarter of 2014 and down 29.4% from $24.0 million in the second quarter of 2013.

• Non-performing loan inflows were $34.3 million in the second quarter of 2014, down from $35.5 million in the first quarter of 2014 and $66.9 million in the second quarter of 2013.

• Non-performing loans, excluding loans held for sale, were $259.5 million at June 30, 2014, down $124.8 million or 32.5% from the previous quarter, and down $223.9 million or 46.3% from the second quarter of 2013. The non-performing loan ratio was 1.27% at June 30, 2014, down from 1.91% at the end of the previous quarter and 2.47% at June 30, 2013.

• Net charge-offs were $35.4 million in the second quarter of 2014, up $20.2 million from $15.2 million in the first quarter of 2014 due to the significant reduction in NPLs which had existing reserves. The annualized net charge-off ratio was 0.69% in the second quarter, up from 0.30% in the previous quarter and up from 0.61% in the second quarter of 2013.

Capital Ratios

Capital ratios remained strong.

• Tier 1 Common Equity ratio was 10.41% at June 30, 2014, compared to 10.24% at March 31, 2014.

• Tier 1 Capital ratio was 11.01% at June 30, 2014, compared to 10.85% at March 31, 2014.

• Total Risk Based Capital ratio was 13.03% at June 30, 2014, compared to 13.31% at March 31, 2014.

• Tier 1 Leverage ratio was 9.69% at June 30, 2014, compared to 9.46% at March 31, 2014.

• Tangible Common Equity ratio was 10.91% at June 30, 2014, compared to 10.78% at March 31, 2014.

Stelling concluded, “We continue to successfully execute our plan for improving financial performance as evidenced by another quarter of solid operating results. Our activities are centered on enhancing the customer experience, emphasizing strong, local leadership as a key differentiator and a driver of our future success. We are better aligning our retail and commercial banking talent with customer needs and targeted market opportunities, and implementing new and enhanced technology that offers the added convenience customers now demand. Similar to our focus on growth in the large corporate,

senior housing, and equipment financing space, we are positioning talent to serve the specific needs of middle market customers to increase our penetration in this high-opportunity segment. Additionally, we are expanding our team of retail brokerage financial consultants, mortgage originators, and trust professionals in markets with high-growth potential, and leveraging our existing Retail and Private Wealth Management teams to continue to increase market share and drive fee income growth throughout our banking franchise. We are energized about the opportunities ahead as we position Synovus as a banking leader for customers and communities across the Southeast.”

Second Quarter Earnings Conference Call

Synovus will host an earnings highlights conference call at 8:30 a.m. EDT on July 22, 2014. The earnings call will be accompanied by a slide presentation. Shareholders and other interested parties may listen to this conference call via simultaneous Internet broadcast. For a link to the webcast, go to www.synovus.com/webcasts. You may download RealPlayer or Windows Media Player (free download available) prior to accessing the actual call or the replay. The replay will be archived for 12 months and will be available 30-45 minutes after the call.

About Synovus

Synovus Financial Corp. is a financial services company based in Columbus, Georgia, with approximately $27 billion in assets. Synovus Financial Corp. provides commercial and retail banking, investment and mortgage services to customers through 28 locally branded divisions, 271 branches and 355 ATMs in Georgia, Alabama, South Carolina, Florida and Tennessee. See Synovus Financial Corp. on the web at www.synovus.com.

Forward-Looking Statements

This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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,” “should,” “predicts,” “could,” “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 banking industry and economy in general. These forward-looking statements include, among others, our expectations on credit trends and key credit metrics; expectations regarding deposits, loan growth and the net interest margin; expectations on our growth strategy, expense initiatives, and future profitability; and the assumptions underlying our expectations. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of Synovus to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and 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 report. Many of these factors are beyond Synovus’ ability to control or predict.

These forward-looking statements are based upon information presently known to Synovus’ management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in Synovus’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2013 under the captions “Cautionary Notice Regarding Forward-Looking Statements” and “Risk Factors” and in Synovus’ quarterly reports on Form 10-Q and current reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.

Use of Non-GAAP Financial Measures

The measures entitled average core deposits; average core deposits excluding average time deposits; Tier 1 common equity ratio; tangible common equity to tangible assets ratio; adjusted net income per common share, diluted; adjusted pre-tax, pre-credit cost income; adjusted revenues; adjusted non-interest income; and adjusted non-interest expense are not measures recognized under U.S. generally accepted accounting principles (GAAP) and therefore are considered non-GAAP financial measures. The most comparable GAAP measures are total average deposits; Tier 1 capital to risk-weighted assets ratio; total shareholders’ equity to total assets ratio; net income per common share, diluted; income before income taxes; total revenues; total non-interest income; and total non-interest expense, respectively.

Synovus believes that these non-GAAP financial measures provide meaningful additional information about Synovus to assist management and investors in evaluating Synovus’ capital strength and the performance of its core business. These non-GAAP financial measures should not be considered as substitutes total average deposits; Tier 1 capital to risk-weighted assets ratio; total shareholders’ equity to total assets ratio; net income per common share, diluted; income before income taxes; total revenues; total non-interest income; and total non-interest expense determined in accordance with GAAP and may not be comparable to other similarly titled measures at other companies.

The computations of average core deposits; average core deposits excluding average time deposits; Tier 1 common equity ratio; tangible common equity to tangible assets ratio; adjusted net income per common share, diluted; adjusted pre-tax, pre-credit cost income; adjusted revenues; adjusted non-interest income; and adjusted non-interest expense; and the reconciliation of these measures to substitutes total average deposits; Tier 1 capital to risk-weighted assets ratio; total shareholders’ equity to total assets ratio; net income per common share, diluted; income before income taxes; total revenues; total non-interest income; and total non-interest expense are set forth in the tables below.

Reconciliation of Non-GAAP Financial Measures
(dollars in thousands)	2Q14			1Q14			4Q13			3Q13			2Q13
Average Core Deposits
Average Core Deposits excluding Average Time Deposits
Average total deposits	$	20,863,706			20,725,259			21,150,068			20,878,768			20,668,696
Subtract: Average brokered deposits		(1,401,167	)		(1,234,848	)		(1,194,426	)		(1,333,293	)		(1,333,976	)
Average core deposits		19,462,539			19,490,411			19,955,642			19,545,475			19,334,720
Subtract: Average time deposits		(3,188,671	)		(3,380,412	)		(3,540,767	)		(3,549,693	)		(3,429,263	)
Average core deposits excluding average time deposits		16,273,868			16,109,999			16,414,875			15,995,782			15,905,457
Tier 1 Common Equity Ratio
Total shareholders’ equity	$	3,053,051			2,998,496			2,948,985			2,931,860			3,568,204
Add: Accumulated other comprehensive loss		13,716			30,463			41,258			29,514			33,060
Subtract: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(24,431	)
Subtract: Other intangible assets, net		(1,678	)		(1,883	)		(3,415	)		(3,783	)		(4,156	)
Subtract: Disallowed deferred tax asset		(547,786	)		(579,537	)		(618,516	)		(647,828	)		(674,996	)
Other items		7,619			7,682			7,612			7,426			7,304
Tier 1 capital		2,500,491			2,430,790			2,351,493			2,292,758			2,904,985
Subtract: Qualifying trust preferred securities		(10,000	)		(10,000	)		(10,000	)		(10,000	)		(10,000	)
Subtract: Series C Preferred Stock, no par value		(125,980	)		(125,980	)		(125,862	)		(125,400	)		—
Subtract: Series A Preferred Stock, no par value		—			—			—			—			(962,725	)
Tier 1 common equity		2,364,511			2,294,810			2,215,631			2,157,358			1,932,260
Risk-weighted assets		22,705,988	(1)		22,404,099			22,312,655			21,735,363			21,542,287
Tier 1 common equity ratio		10.41	%(1)		10.24			9.93			9.93			8.97
Tangible Common Equity to Tangible Assets Ratio
Total assets	$	26,627,290			26,435,426			26,201,604			26,218,360			26,563,174
Subtract: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(24,431	)
Subtract: Other intangible assets, net		(1,678	)		(1,883	)		(3,415	)		(3,783	)		(4,156	)
Tangible assets		26,601,181			26,409,112			26,173,758			26,190,146			26,534,587
Total shareholders’ equity		3,053,051			2,998,496			2,948,985			2,931,860			3,568,204
Subtract: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(24,431	)
Subtract: Other intangible assets, net		(1,678	)		(1,883	)		(3,415	)		(3,783	)		(4,156	)
Subtract: Series C Preferred Stock, no par value		(125,980	)		(125,980	)		(125,862	)		(125,400	)		—
Subtract: Series A Preferred Stock, no par value		—			—			—			—			(962,725	)
Tangible common equity		2,900,962			2,846,202			2,795,277			2,778,246			2,576,892
Total shareholders’ equity to total assets ratio		11.47	%		11.34			11.25			11.18			13.43
Tangible common equity to tangible assets ratio		10.91	%		10.78			10.68			10.61			9.71

Reconciliation of Non-GAAP Financial Measures, continued
(dollars in thousands)	2Q14			1Q14			4Q13			3Q13			2Q13
Adjusted net income per common share, diluted
Net income available to common shareholders	$	44,313
Add: Restructuring charges (after-tax)		4,714
Adjusted net income available to common shareholders		49,027
Weighted average common shares outstanding, diluted		139,567
Adjusted net income per common share, diluted	$	0.35
Adjusted Pre-tax, Pre-credit Costs Income
Income before income taxes	$	73,950			77,024			59,710			73,459			72,906
Add: Provision for losses on loans		12,284			9,511			14,064			6,761			13,077
Add: Other credit costs(2)		4,635			8,128			8,285			15,603			10,887
Add: Restructuring charges		7,716			8,577			3,770			687			1,758
Add: Litigation loss contingency expense		—			—			10,000	(3)		—			—
Subtract: Investment securities gains, net		—			(1,331	)		(373	)		(1,124	)		(1,403	)
Add: Visa indemnification charges		356			396			799			—			764
Subtract: Gain on sale of Memphis branches, net(4)		—			(5,789	)		—			—			—
Adjusted pre-tax, pre-credit costs income		98,941			96,516			96,255			95,386			97,989
Adjusted Revenues
Total net interest income	$	205,051			200,514			204,331			203,970			202,077
Total non-interest income		63,388			70,182			60,181			63,578			65,092
Subtract: Investment securities gains, net		—			(1,331	)		(373	)		(1,124	)		(1,403	)
Subtract: Gain on branch property sale		—			(3,116	)		—			—			—
Subtract: Gain on sale of Memphis branches, net(4)		—			(5,789	)		—			—			—
Adjusted revenues		268,439			260,460			264,139			266,424			265,766
Adjusted Non-interest Income
Total non-interest income	$	63,388		$	70,182		$	60,181		$	63,578		$	65,092
Subtract: Investment securities gains, net		—			(1,331	)		(373	)		(1,124	)		(1,403	)
Subtract: Gain on sale of Memphis branches, net(4)		—			(5,789	)		—			—			—
Adjusted non-interest income		63,388			63,062			59,808			62,454			63,689
Adjusted Non-interest Expense
Total non-interest expense	$	182,205		$	184,161		$	190,738		$	187,328		$	181,186
Subtract: Other credit costs(2)		(4,635	)		(8,128	)		(8,285	)		(15,603	)		(10,887	)
Subtract: Restructuring charges		(7,716	)		(8,577	)		(3,770	)		(687	)		(1,758	)
Subtract: Visa indemnification charges		(356	)		(396	)		(799	)		—			(764	)
Subtract: Litigation loss contingency expense		—			—			(10,000	)(3)		—			—
Adjusted non-interest expense		169,498			167,060			167,884			171,038			167,777

(1) Preliminary

(2) Other credit costs consist primarily of foreclosed real estate expense, net.

(3) Consists of loss contingency accruals with respect to outstanding legal matters. Amounts for other quarters are not disclosed separately as amounts are not material.

(4) Consists of gain, net of associated costs, from the sale of certain loans, premises, deposits, and other assets and liabilities of the Memphis, Tennessee operations of Trust One Bank, a division of Synovus Bank.

EX-99.2

Exhibit 99.2

Synovus

INCOME STATEMENT DATA

(Unaudited)

(Dollars in thousands, except per share data)

	Six Months Ended June 30,
	2014			2013			Change
Interest income	$	460,595			461,903			(0.3	)%
Interest expense		55,029			60,012			(8.3	)
Net interest income		405,566			401,891			0.9
Provision for loan losses		21,795			48,773			(55.3	)
Net interest income after provision for loan losses		383,771			353,118			8.7
Non-interest income:
Service charges on deposit accounts		38,451			38,716			(0.7	)
Fiduciary and asset management fees		22,329			22,083			1.1
Brokerage revenue		12,920			14,595			(11.5	)
Mortgage banking income		8,794			14,255			(38.3	)
Bankcard fees		16,212			14,902			8.8
Investment securities gains, net		1,331			1,448			(8.1	)
Other fee income		9,791			11,262			(13.1	)
Decrease in fair value of private equity investments, net		(369	)		(1,140	)		67.6
Gain on sale of Memphis branches, net (1)		5,789			—			nm
Other non-interest income		18,321			13,692			33.8
Total non-interest income		133,569			129,813			2.9
Non-interest expense:
Salaries and other personnel expense		185,985			183,396			1.4
Net occupancy and equipment expense		52,480			50,550			3.8
Third-party services		19,561			20,295			(3.6	)
FDIC insurance and other regulatory fees		17,768			16,420			8.2
Professional fees		15,901			17,511			(9.2	)
Advertising expense		8,757			3,399			157.6
Foreclosed real estate expense, net		9,745			18,441			(47.2	)
Losses on other loans held for sale, net		2,226			79			nm
Visa indemnification charges		752			801			(6.1	)
Restructuring charges		16,293			6,607			146.6
Other operating expenses		36,897			45,973			(19.7	)
Total non-interest expense		366,365			363,472			0.8
Income before income taxes		150,975			119,459			26.4
Income tax expense		55,686			44,350			25.6
Net income		95,289			75,109			26.9
Dividends and accretion of discount on preferred stock		5,119			29,594			(82.7	)
Net income available to common shareholders	$	90,170			45,515			98.1
Net income per common share, basic (2)		0.65			0.39			66.9
Net income per common share, diluted (2)		0.65			0.35			84.8
Cash dividends declared per common share (2)		0.14			0.14			—
Return on average assets		0.73	%		0.58			25.9
Return on average common equity		6.33			3.51			80.3
Weighted average common shares outstanding, basic (2)		138,961			117,035			18.7	%
Weighted average common shares outstanding, diluted (2)		139,535			130,127			7.2

nm - not meaningful

(1) Consists of gain, net of associated costs, from the sale of certain loans, premises, deposits, and other assets and liabilities of the Memphis, Tennessee operations of Trust One Bank, a division of Synovus Bank.

(2) Share and per share data for prior periods has been restated to reflect the 1-for-7 reverse stock split which was effective on May 16, 2014.

Synovus

INCOME STATEMENT DATA

(Unaudited)

(In thousands, except per share data)

	2014						2013								2nd Quarter
	Second Quarter			First Quarter			Fourth Quarter			Third Quarter		Second Quarter			‘14 vs. ‘13 Change
Interest income	$	232,213			228,382			233,258			233,852		231,513			0.3	%
Interest expense		27,162			27,868			28,927			29,882		29,436			(7.7	)
Net interest income		205,051			200,514			204,331			203,970		202,077			1.5
Provision for loan losses		12,284			9,511			14,064			6,761		13,077			(6.1	)
Net interest income after provision for loan losses		192,767			191,003			190,267			197,209		189,000			2.0
Non-interest income:
Service charges on deposit accounts		19,238			19,214			19,647			19,426		19,195			0.2
Fiduciary and asset management fees		11,296			11,033			10,978			10,389		11,111			1.7
Brokerage revenue		6,707			6,213			6,307			6,636		7,002			(4.2	)
Mortgage banking income		5,283			3,511			2,913			5,314		7,338			(28.0	)
Bankcard fees		8,695			7,518			7,979			7,760		7,838			10.9
Investment securities gains, net		—			1,331			373			1,124		1,403			nm
Other fee income		4,928			4,863			6,106			5,199		5,775			(14.7	)
(Decrease) increase in fair value of private equity investments, net		(119	)		(250	)		(2,108	)		284		(883	)		86.5
Gain on sale of Memphis branches, net (1)		—			5,789			—			—		—			nm
Other non-interest income		7,360			10,960			7,986			7,446		6,313			16.6
Total non-interest income		63,388			70,182			60,181			63,578		65,092			(2.6	)
Non-interest expense:
Salaries and other personnel expense		92,540			93,445			91,962			92,794		89,479			3.4
Net occupancy and equipment expense		26,425			26,056			26,314			26,475		26,383			0.2
Third-party services		9,464			10,097			9,689			10,151		10,366			(8.7	)
FDIC insurance and other regulatory fees		8,049			9,719			8,699			7,639		7,941			1.4
Professional fees		8,224			7,677			9,855			11,410		10,416			(21.0	)
Advertising expense		6,281			2,477			2,458			3,114		1,821			244.9
Foreclosed real estate expense, net		4,063			5,681			5,064			10,359		7,502			(45.8	)
(Gains) losses on other loans held for sale, net		(40	)		2,266			(159	)		408		(86	)		53.5
Visa indemnification charges		356			396			799			—		764			(53.4	)
Litigation loss contingency expense (2)		—			—			10,000			—		—			nm
Restructuring charges		7,716			8,577			3,770			687		1,758			338.9
Other operating expenses		19,127			17,770			22,287			24,291		24,842			(23.0	)
Total non-interest expense		182,205			184,161			190,738			187,328		181,186			0.6
Income before income taxes		73,950			77,024			59,710			73,459		72,906			1.4
Income tax expense		27,078			28,608			21,130			27,765		27,371			(1.1	)
Net income		46,872			48,416			38,580			45,694		45,535			2.9
Dividends and accretion of discount on preferred stock		2,559			2,559			2,730			8,506		14,818			(82.7	)
Net income available to common shareholders	$	44,313			45,857			35,850			37,188		30,717			44.3	%
Net income per common share, basic (3)	$	0.32			0.33			0.26			0.27		0.25			26.2	%
Net income per common share, diluted (3)		0.32			0.33			0.26			0.27		0.24			34.5
Cash dividends declared per common share (3)		0.07			0.07			0.07			0.07		0.07			—
Return on average assets		0.71	%		0.75			0.58			0.69		0.69			2.9
Return on average common equity		6.14			6.52			5.04			5.40		4.70			30.6
Weighted average common shares outstanding, basic (3)		138,991			138,932			138,897			136,671		121,585			14.3
Weighted average common shares outstanding, diluted (3)		139,567			139,504			139,419			137,097		130,134			7.2

nm - not meaningful

* - ratios are annualized

(1) Consists of gain, net of associated costs, from the sale of certain loans, premises, deposits, and other assets and liabilities of the Memphis, Tennessee operations of Trust One Bank, a division of Synovus Bank.

(2) Consists of loss contingency accruals with respect to outstanding legal matters. Amounts for other quarters are not disclosed separately as amounts are not material.

(3) Share and per share data for prior periods has been restated to reflect the 1-for-7 reverse stock split which was effective on May 16, 2014.

Synovus

BALANCE SHEET DATA

(Unaudited)

(In thousands, except share data)

	June 30, 2014			December 31, 2013			June 30, 2013
ASSETS
Cash and cash equivalents	$	596,425			469,630			428,487
Interest bearing funds with Federal Reserve Bank		689,284			644,528			1,459,251
Interest earning deposits with banks		7,661			24,325			22,065
Federal funds sold and securities purchased under resale agreements		79,553			80,975			88,636
Trading account assets, at fair value		20,318			6,113			23,069
Mortgage loans held for sale, at fair value		75,957			45,384			112,761
Other loans held for sale		2,764			10,685			12,083
Investment securities available for sale, at fair value		3,080,185			3,199,358			3,077,706
Loans, net of deferred fees and costs		20,455,763			20,057,798			19,608,283
Allowance for loan losses		(277,783	)		(307,560	)		(334,880	)
Loans, net		20,177,980			19,750,238			19,273,403
Premises and equipment, net		461,610			468,871			477,948
Goodwill		24,431			24,431			24,431
Other intangible assets, net		1,678			3,415			4,156
Other real estate		101,533			112,629			139,653
Deferred tax asset, net		677,513			744,646			789,525
Other assets		630,398			616,376			630,000
Total assets	$	26,627,290			26,201,604			26,563,174
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing deposits	$	5,875,301			5,642,751			5,203,437
Interest bearing deposits, excluding brokered deposits		13,668,746			14,140,037			14,169,203
Brokered deposits		1,449,420			1,094,002			1,338,063
Total deposits		20,993,467			20,876,790			20,710,703
Federal funds purchased and securities sold under repurchase agreements		127,840			148,132			222,933
Long-term debt		2,256,418			2,033,141			1,885,689
Other liabilities		196,514			194,556			175,645
Total liabilities		23,574,239			23,252,619			22,994,970
Shareholders’ equity:
Series A Preferred Stock - no par value, 967,870 shares outstanding at June 30, 2013		—			—			962,725
Series C Preferred Stock - no par value, 5,200,000 shares outstanding at June 30, 2014 and December 31, 2013		125,980			125,862			—
Common stock - $1.00 par value. 139,021,760 shares outstanding at June 30, 2014, 138,907,351 shares outstanding at December 31, 2013, and 130,073,485 shares outstanding at June 30, 2013 (1)		139,835			139,721			130,887
Additional paid-in capital		2,976,811			2,976,348			2,823,804
Treasury stock, at cost - 813,350 shares (1)		(114,176	)		(114,176	)		(114,176	)
Accumulated other comprehensive loss		(13,716	)		(41,258	)		(33,060	)
Accumulated deficit		(61,683	)		(137,512	)		(201,976	)
Total shareholders’ equity		3,053,051			2,948,985			3,568,204
Total liabilities and shareholders’ equity	$	26,627,290			26,201,604			26,563,174

(1) Share and per share data for prior periods has been restated to reflect the 1-for-7 reverse stock split which was effective on May 16, 2014.

Synovus

AVERAGE BALANCES AND YIELDS/RATES (1)

(Unaudited)

(Dollars in thousands)

	2014						2013
	Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter
Interest Earning Assets
Taxable investment securities (2)	$	3,091,537			3,181,678			3,196,561			3,062,976			3,034,152
Yield		1.87	%		1.91			1.90			1.76			1.70
Tax-exempt investment securities (2) (4)	$	5,781			6,421			7,758			9,835			11,435
Yield (taxable equivalent)		6.23	%		6.24			6.14			6.26			6.47
Trading account assets	$	16,011			20,346			10,021			13,806			7,847
Yield		2.25	%		3.16			4.60			4.50			6.34
Commercial loans (3) (4)	$	16,673,930			16,451,594			16,217,373			16,067,424			16,075,832
Yield		4.19	%		4.21			4.28			4.37			4.39
Consumer loans (3)	$	3,695,010			3,628,347			3,615,836			3,528,057			3,454,874
Yield		4.51	%		4.53			4.50			4.61			4.62
Allowance for loan losses	$	(293,320	)		(307,078	)		(316,001	)		(328,084	)		(351,075	)
Loans, net (3)	$	20,075,620			19,772,863			19,517,208			19,267,397			19,179,631
Yield		4.32	%		4.34			4.40			4.50			4.52
Mortgage loans held for sale	$	59,678			38,699			46,036			85,493			129,742
Yield		4.13	%		4.15			3.94			4.07			4.35
Federal funds sold, due from Federal Reserve Bank, and other short-term investments	$	843,018			935,300			1,235,144			1,375,921			1,550,113
Yield		0.23	%		0.23			0.24			0.24			0.24
Federal Home Loan Bank and Federal Reserve Bank stock (5)	$	76,172			82,585			70,815			70,741			65,014
Yield		4.15	%		3.21			2.85			2.30			2.35
Total interest earning assets	$	24,167,817			24,037,892			24,083,543			23,886,169			23,977,934
Yield		3.86	%		3.86			3.85			3.89			3.88
Interest Bearing Liabilities
Interest bearing demand deposits	$	3,830,956			3,878,590			4,102,398			3,933,902			3,895,675
Rate		0.19	%		0.19			0.19			0.23			0.18
Money market accounts	$	6,033,523			6,077,357			6,161,893			6,148,289			6,072,155
Rate		0.31	%		0.32			0.33			0.33			0.33
Savings deposits	$	644,103			616,962			605,054			607,144			609,832
Rate		0.09	%		0.10			0.10			0.11			0.11
Time deposits under $100,000	$	1,364,322			1,423,487			1,491,673			1,526,974			1,537,639
Rate		0.57	%		0.59			0.61			0.62			0.64
Time deposits over $100,000	$	1,824,349			1,956,925			2,049,094			2,022,719			1,891,624
Rate		0.74	%		0.76			0.80			0.84			0.88
Brokered money market accounts	$	184,233			207,681			210,380			202,802			202,532
Rate		0.27	%		0.26			0.27			0.27			0.31
Brokered time deposits	$	1,216,934			1,027,167			984,047			1,130,491			1,131,444
Rate		0.51	%		0.62			0.65			0.70			0.77
Total interest bearing deposits	$	15,098,420			15,188,169			15,604,539			15,572,321			15,340,901
Rate		0.36	%		0.38			0.39			0.42			0.42
Federal funds purchased and securities sold under repurchase agreements	$	219,490			215,027			216,757			195,717			206,046
Rate		0.13	%		0.14			0.15			0.14			0.15
Long-term debt	$	2,099,578			2,156,836			1,886,223			1,885,385			1,762,173
Rate		2.58	%		2.52			2.85			2.85			3.06
Total interest bearing liabilities	$	17,417,488			17,560,032			17,707,519			17,653,423			17,309,120
Rate		0.62	%		0.64			0.65			0.67			0.68
Non-interest bearing demand deposits	$	5,765,287			5,537,090			5,545,529			5,306,447			5,327,795
Effective cost of funds		0.45	%		0.47			0.47			0.49			0.49
Net interest margin		3.41	%		3.39			3.38			3.40			3.39
Taxable equivalent adjustment	$	443			455			481			529			557

(1) Yields and rates are annualized.

(2) Excludes net unrealized gains and losses.

(3) Average loans are shown net of unearned income. Non-performing loans are included.

(4) 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.

(5) Included as a component of Other Assets on the balance sheet

Synovus

LOANS OUTSTANDING AND NON-PERFORMING LOANS COMPOSITION

(Unaudited)

(Dollars in thousands)

	June 30, 2014
Loan Type	Total Loans			Loans as a % of Total Loans Outstanding			Total Non-performing Loans		Non-performing Loans as a % of Total Nonperforming Loans
Multi-Family	$	1,103,608			5.4	%	$	225		0.1	%
Hotels		712,350			3.5			439		0.2
Office Buildings		973,201			4.8			3,284		1.2
Shopping Centers		828,390			4.0			8,896		3.4
Commercial Development		139,615			0.7			22,412		8.6
Warehouses		563,451			2.7			1,997		0.8
Other Investment Property		489,734			2.4			3,674		1.4
Total Investment Properties		4,810,349			23.5			40,927		15.7
1-4 Family Construction		135,596			0.7			986		0.4
1-4 Family Investment Mortgage		744,700			3.6			13,295		5.1
Residential Development		178,793			0.9			12,430		4.8
Total 1-4 Family Properties		1,059,089			5.2			26,711		10.3
Land Acquisition		598,555			2.9			42,564		16.4
Total Commercial Real Estate		6,467,993			31.6			110,202		42.4
Commercial, Financial, and Agricultural		5,574,941			27.3			57,903		22.3
Owner-Occupied		3,786,279			18.5			29,005		11.2
Small Business		886,570			4.3			7,210		2.8
Total Commercial & Industrial		10,247,790			50.1			94,118		36.3
Home Equity Lines		1,664,520			8.1			16,396		6.3
Consumer Mortgages		1,561,111			7.6			36,433		14.1
Credit Cards		255,369			1.3			—		—
Other Retail Loans		287,935			1.4			2,398		0.9
Total Retail		3,768,935			18.4			55,227		21.3
Unearned Income		(28,955	)		(0.1	)		—		nm
Total	$	20,455,763			100.0	%	$	259,547		100.0	%

LOANS OUTSTANDING BY TYPE COMPARISON

(Unaudited)

(Dollars in thousands)

Loan Type	Total Loans June 30, 2014			March 31, 2014			2Q14 vs. 1Q14 % change (1)			June 30, 2013			2Q14 vs. 2Q13 % change
Multi-Family	$	1,103,608			984,658			48.5	%		898,472			22.8	%
Hotels		712,350			696,083			9.4			694,107			2.6
Office Buildings		973,201			950,635			9.5			784,413			24.1
Shopping Centers		828,390			844,205			(7.5	)		845,883			(2.1	)
Commercial Development		139,615			148,683			(24.5	)		178,478			(21.8	)
Warehouses		563,451			570,492			(5.0	)		541,250			4.1
Other Investment Property		489,734			500,087			(8.3	)		504,386			(2.9	)
Total Investment Properties		4,810,349			4,694,843			9.9			4,446,989			8.2
1-4 Family Construction		135,596			141,060			(15.5	)		132,943			2.0
1-4 Family Investment Mortgage		744,700			784,712			(20.5	)		857,063			(13.1	)
Residential Development		178,793			187,240			(18.1	)		223,553			(20.0	)
Total 1-4 Family Properties		1,059,089			1,113,012			(19.4	)		1,213,559			(12.7	)
Land Acquisition		598,555			674,678			(45.3	)		754,202			(20.6	)
Total Commercial Real Estate		6,467,993			6,482,533			(0.9	)		6,414,750			0.8
Commercial, Financial, and Agricultural		5,574,941			5,505,577			5.1			5,374,141			3.7
Owner-Occupied		3,786,279			3,777,282			1.0			3,784,937			0.0
Small Business		886,570			783,143			53.0			568,881			55.8
Total Commercial & Industrial		10,247,790			10,066,002			7.2			9,727,959			5.3
Home Equity Lines		1,664,520			1,601,757			15.7			1,507,738			10.4
Consumer Mortgages		1,561,111			1,504,213			15.2			1,451,212			7.6
Credit Cards		255,369			253,149			3.5			251,788			1.4
Other Retail Loans		287,935			279,785			11.7			278,603			3.3
Total Retail		3,768,935			3,638,905			14.3			3,489,341			8.0
Unearned Income		(28,955	)		(28,436	)		7.3			(23,767	)		21.8
Total	$	20,455,763			20,159,004			5.9	%		19,608,283			4.3	%

(1) Percentage change is annualized.

Synovus

CREDIT QUALITY DATA

(Unaudited)

(Dollars in thousands)

	2014					2013						2nd Quarter
	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter		‘14 vs. ‘13 Change
Non-performing Loans	$	259,547			384,324		416,300		450,879		483,464		(46.3	)%
Other Loans Held for Sale (1)		2,045			3,120		10,685		9,351		12,083		(83.1	)
Other Real Estate		101,533			110,757		112,629		126,640		139,653		(27.3	)
Non-performing Assets		363,125			498,201		539,614		586,870		635,200		(42.8	)
Allowance for Loan Losses		277,783			300,871		307,560		318,612		334,880		(17.0	)
Net Charge-Offs - Quarter		35,371			15,181		25,116		23,030		29,969		18.0
Net Charge-Offs - YTD		91,877			91,877		91,877		91,877		91,877		0.0
Net Charge-Offs / Average Loans - Quarter (2)		0.69	%		0.30		0.51		0.47		0.61
Non-performing Loans / Loans		1.27			1.91		2.08		2.29		2.47
Non-performing Assets / Loans, Other Loans Held for Sale & ORE		1.77			2.46		2.67		2.96		3.21
Allowance / Loans		1.36			1.49		1.53		1.62		1.71
Allowance / Non-performing Loans		107.03			78.29		73.88		70.66		69.27
Allowance / Non-performing Loans (3)		177.62			100.16		95.43		91.84		91.76
Past Due Loans over 90 days and Still Accruing	$	4,798			6,563		4,489		4,738		4,596		4.4	%
As a Percentage of Loans Outstanding		0.02	%		0.03		0.02		0.02		0.02
Total Past Dues Loans and Still Accruing	$	60,428			75,038		72,600		78,906		80,678		(25.1	)
As a Percentage of Loans Outstanding		0.30	%		0.37		0.36		0.40		0.41
Accruing Troubled Debt Restructurings (TDRs)	$	444,108			495,390		556,410		574,236		635,125		(30.1	)

(1) Represent impaired loans that are intended to be sold. Held for sale loans are carried at the lower of cost or fair value, less costs to sell.

(2) Ratio is annualized.

(3) Excludes non-performing loans for which the expected loss has been charged off.

SELECTED CAPITAL INFORMATION ⁽¹⁾

(Unaudited)

(Dollars in thousands)

	June 30, 2014			December 31, 2013		June 30, 2013
Tier 1 Capital	$	2,500,491			2,351,493		2,904,985
Total Risk-Based Capital		2,958,274			2,900,865		3,445,161
Tier 1 Capital Ratio		11.01	%		10.54		13.49
Tier 1 Common Equity Ratio		10.41			9.93		8.97
Total Risk-Based Capital Ratio		13.03			13.00		15.99
Tier 1 Leverage Ratio		9.69			9.13		11.33
Common Equity as a Percentage of Total Assets (2)		10.99			10.77		9.81
Tangible Common Equity as a Percentage of Tangible Assets (3)		10.91			10.68		9.71
Tangible Common Equity as a Percentage of Risk Weighted Assets (3)		12.78			12.53		11.96
Book Value Per Common Share (4)(5)		21.05			20.32		20.03
Tangible Book Value Per Common Share (3)(5)		20.87			20.12		19.81

(1) Current quarter regulatory capital information is preliminary.

(2) Common equity consists of Total Shareholders’ Equity less Preferred Stock.

(3) Excludes the carrying value of goodwill and other intangible assets from common equity and total assets.

(4) Book Value Per Common Share consists of Total Shareholders’ Equity less Preferred Stock divided by total common shares outstanding.

(5) Per share data for prior periods has been restated to reflect the 1-for-7 reverse stock split which was effective on May 16, 2014.

EX-99.3

Exhibit 99.3

Second Quarter 2014 Results

July 22, 2014

SYNOVUS®

Forward-looking Statements and Use of Non-GAAP Financial Measures

Forward Looking Statements

This slide presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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,” “should,” “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 banking industry and economy in general. These forward-looking statements include, among others, (1) our expectations on credit trends and key credit metrics, including credit costs, future NPL inflows, and overall NPL levels; (2) expectations on future loan growth; (3) expectations on net interest margin; (4) expectations on mortgage banking income and other non-interest income; (5) expectations regarding adjusted non-interest expense levels and the impact of our ongoing efficiency initiatives and further cost savings; (6) the expected impact of Basel III on our capital ratios; (7) expectations regarding our strategic plan and future growth; and (8) the assumptions underlying our expectations. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of Synovus to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and 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 report. Many of these factors are beyond Synovus’ ability to control or predict.

These forward-looking statements are based upon information presently known to Synovus’ management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in Synovus’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2013 under the captions “Cautionary Notice Regarding Forward-Looking Statements” and “Risk Factors” and in Synovus’ quarterly reports on Form 10-Q and current reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.

Use of Non-GAAP Financial Measures

This slide presentation contains certain non-GAAP financial measures determined by methods other than in accordance with generally accepted accounting principles. Such non-GAAP financial measures include the following: net income available to common shareholders excluding restructuring charges; adjusted non-interest income; adjusted non-interest expense; adjusted revenues; adjusted pre-tax, pre-credit costs income; the ratio of adjusted pre-tax, pre-credit costs income to risk weighted assets; average core deposits; average core deposits excluding average time deposits; the Tier 1 common equity ratio; the estimated Tier 1 common equity ratio under final Basel III rules; and the tangible common equity to tangible assets ratio. The most comparable GAAP measures to these measures are income before income taxes; the ratio of net income to average total assets, total non-interest income, total non-interest expense, net sequential quarter total loan growth; 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’ core business and the strength of its capital position. Synovus believes that these non-GAAP financial measures provide meaningful additional information about Synovus to assist investors in evaluating Synovus’ operating results, financial strength and capitalization. The non-GAAP financial measures should be considered as additional views of the way our financial measures are affected by significant charges for credit costs and other factors. Adjusted pre-tax, pre-credit costs income and adjusted pre-tax, pre-credit costs income to risk weighted assets are measures used by management to evaluate core operating results exclusive of credit costs as well as certain income/expenses. Adjusted non-interest income is a measure used by management to evaluate non-interest income exclusive of net investment securities gains and other non-recurring income items. Adjusted non-interest expense is a measure utilized by management to measure the success of expense management initiatives focused on reducing recurring controllable operating costs. 1Q14 loan growth excluding the impact from the Memphis transaction is a measure used by management to evaluate organic loan growth. Core deposits, core deposits excluding the impact from the Memphis transaction, core deposits excluding time deposits and the impact from the Memphis transaction, and total deposits excluding the impact from the Memphis transaction are measures used by management to evaluate organic growth of deposits and the quality of deposits as a funding source. The Tier 1 common equity ratio, the estimated Tier 1 common ratio under final Basel III rules, and the tangible common equity to tangible assets ratio are used by management 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 the non-GAAP financial measures used in this slide presentation are set forth in the Appendix to this slide presentation.

2

Net income available to common shareholders of $44.3 million or $0.32 per diluted common share

Excluding restructuring charges, net income available to common shareholders(1) of $49.0 million or $0.35 per diluted common share

Adjusted revenues(1) of $268.4 million, up $8.0 million or 3.1% vs. 1Q14

Total loans grew $296.8 million sequentially or 5.9%(3)

Adjusted pre-tax, pre-credit costs income of $98.9 million, up $2.4 million or 2.5% vs. 1Q14

Significant improvement in credit quality

NPL ratio declined to 1.27% from 1.91% in 1Q14 and 2.47% in 2Q13

Strong capital ratios

Tier 1 common equity ratio(1)(5) increased 17 b.p.s vs. 1Q14 to 10.41%

2Q14 Highlights

(in thousands, except per share data) 2Q14 1Q14 2Q13

Net interest income $205,051 $200,514 $202,077

Adjusted non-interest income(1) 63,388 63,062 63,689

Adjusted non-interest expense(1) 169,498 167,060 167,778

Adjusted pre-tax, pre-credit costs income(1) 98,941 96,516 97,988

Investment securities gains, net – 1,331 1,403

Credit costs(2) 16,919 17,639 23,964

Restructuring charges 7,716 8,577 1,758

Visa indemnification charges 356 396 763

Gain from Memphis transaction, net – 5,789 –

Income before taxes 73,950 77,024 72,906

Income tax expense 27,078 28,608 27,371

Dividends and accretion of discount on preferred stock 2,559 2,559 14,818

Net income available to common shareholders $44,313 $45,857 $30,717

Diluted net income per common share(4) $0.32 $0.33 $0.24

Average diluted common shares outstanding(4) 139,567 139,504 130,134

(1) Non-GAAP financial measure; see appendix

(2) Consist of provision for loan losses plus other credit costs; other credit costs consist primarily of foreclosed real estate expense, net.

(3 Annualized

(4) Share and per share data for all periods reflect Synovus’ 1-for-7 reverse stock split which was effective May 16, 2014.

(5) Preliminary

3

Total loans grew $296.8 million or 5.9%(1) sequentially

(dollars in billions) $19.61 $9.72 50% $3.48 18% $6.41 32%

Total Loans $20.16 $10.05 $3.63 $6.48

$20.46 $10.24 50% $3.76 18% $6.46 32%

2Q13 1Q14 2Q14 (in millions) CRE Retail C&I

Sequential quarter total loan growth: $240.4 $101.2(2) $296.8

(1) Annualized

(2) Reflects reduction of $89.6 million in loans resulting from Memphis transaction

2Q14 sequential quarter loan growth of $296.8 million or 5.9%(1), driven by growth in C&I and retail loans

Strong 2Q14 loan growth in Nashville, Tampa, Atlanta, Athens, Greenville-Spartanburg, Charleston, and Savannah

4

Stronger C&I and retail loan growth

C&I balances increased $181.8 million or 7.2%(1)

Growth in local markets of $109 million or 60% of total C&I growth including Nashville, Columbus, Tampa, Athens, Statesboro, Jacksonville, Augusta, and Valdosta

Syndicated credits represented $60 million or 33% of total C&I growth

CRE balances declined $14.5 million reflecting targeted reductions in residential C&D and land portfolio while growing the investment properties portfolio

Growth in investment properties portfolio driven by multi-family category with additional growth in the office buildings and hotels categories

Residential C&D and land portfolio now represents only 4.5% of total loan portfolio compared to a peak of 28% in 4Q07

Growth in HELOCs and consumer mortgages reflects successful HELOC campaign, benefits from strategic talent additions in key markets, and growth in purchase originations

In-market lending

Increased opportunities for cross-selling

Pipeline and economic outlook in footprint now support projected 4-6% annual loan growth in 2014

(dollars in millions) 2Q14 vs. 1Q14 2Q14 $ Change % Change(1)

Total C&I $10,248 $181.8 7.2%

Investment properties 4,810 115.5 9.9

1-4 family properties 1,059 (53.9) (19.4)

Land for future development 599 (76.1) (45.3)

Total CRE 6,468 (14.5) (0.9)

HELOCs 1,665 62.8 15.7

Consumer mortgages 1,561 56.9 15.2

Other retail loans 543 10.3 7.8

Total retail 3,769 130.0 14.3

Total loans(2) $20,456 $296.8 5.9%

(1) Annualized

(2) Net of unearned income of $29.0 million at June 30, 2014.

5

Improved core deposits mix

(dollars in billions)

Average Core Deposits(1)

$21 $14 $7 $0

$19.33 $3.43 $4.50 $6.07 $5.33

18% 82%

$19.55 $3.55 $4.54 $6.15 $5.31

$19.96 $3.54 $4.71 $6.16 $5.55

$19.49 $3.38 $4.49 $6.08 $5.54

$19.46 $3.19 $4.47 $6.03 $5.77

16% 84%

2Q13 3Q13 4Q13 1Q14 2Q14

Non-interest Bearing

Money Market

NOW/Savings

Time

Total Average deposits of $20.86 billion increased $138.4 million or 2.7%(2) vs. 1Q14

Average core deposits(1) decreased $27.9 million or 0.6%(2) vs. 1Q14

Average core deposits excluding average time deposits(3) grew by $163.9 million or 4.1%(3) vs. 1Q14

(1) Average core deposits represent total average deposits less average brokered deposits. Non-GAAP financial measure; see appendix.

(2) Annualized

(3) Non-GAAP financial measure; see appendix.

6

Net interest margin increased to 3.41%

(dollars in millions)

$202.1 $200.5 $205.0

3.39% 3.39% 3.41% 2Q13 1Q14 2Q14

Net Interest income Net Interest Margin

Net Interest Income Sensitivity

Change in short-term interest rates (in b.p.s)

Estimated % increase in net interest income*

+200 +100 5.9% 3.8%

NIM of 3.41%, up 2 b.p.s vs. 1Q14

Yield on earning assets of 3.86%, unchanged from 1Q14

- Yield on loans decreased 2 b.p.s to 4.32%

Effective cost of funds of 45 b.p.s, improved 2 b.p.s from 1Q14

Net interest income increased $4.5 million vs. 1Q14 driven by loan growth and higher day count

Expect slight downward pressure on NIM during 2H14

Positioned to benefit from potential rate increases

7

Mortgage revenue, core banking fees(1), and FMS revenues(2) grew by 7.9%

20Q14 adjusted non-interest income(3) was $63.4 million, a $326 thousand or 0.5% increase from 1Q14

Excluding 1Q14 gain on branch property sale of $3.1 million, adjusted non-interest income increased $3.4 million sequentially

Core banking fees(1) of $32.6 million up $1.5 million or 4.7% from 1Q14, driven by higher bankcard fees

Mortgage banking income increased $1.8 million or 50.5% vs. 1Q14 driven by a 56% increase in production

FMS revenues(2) of $19.0 million increased $1.0 million or 5.3% sequentially, driven by increases in brokerage revenue and fees from trust services

(1) Include service charges on deposit accounts, bankcard fees, letter of credit fees, ATM fee income, line of credit non-usage fees, and miscellaneous other service charges

(2) Consist primarily of fiduciary and asset management fees and brokerage revenue.

(3) Non-GAAP financial measure; see appendix

(4) 1Q14 amounts included $3.1 million gain on branch property sale and $5.8 million gain from net Memphis transaction.

(in thousands) 2Q14 2Q14 vs. 1Q14 % Change 2Q14 vs. 2Q13 % Change

Service charges on deposit accounts $19,238 0.1% 0.2%

Fiduciary and asset management fees 11,296 2.4 1.7

Brokerage revenue 6,707 8.0 (4.2)

Mortgage banking income 5,283 50.5 (28.0)

Bankcard fees 8,695 15.7 10.9

Investment securities gains, net—nm nm

Other fee income 4,928 1.3 (14.7)

Private equity investments (losses) gains, net (119) (52.4) (86.5)

Other non-interest income 7,360 (32.8)(4) 16.6

Total non-interest income $63,388 (9.7%)(4) (2.6%)

Adjusted non-interest income(2) $63,388 0.5% (0.5%)

8

Continued focus on expense management

(dollars in millions)

$181.2 $187.3 $190.7 $184.2 $182.2

$167.8 $171.0 $167.9 $167.1 $169.5

2Q13 3Q13 4Q13 1Q14 2Q14

Headcount: 4,753 4,725 4,696 4,646 4,640

Total Non-interest Expense

Adjusted Non-interest Expense*

Adjusted 2Q14 non-interest expense* was $169.5 million, up $2.4 million vs. 1Q14, driven by planned increase in advertising expense

Advertising expense $6.3 million, up $3.8 million vs. 1Q14

Employment expense $92.5 million, down $905 thousand vs. 1Q14

Closing of bank branches across the five-state footprint planned for 4Q14

Total restructuring charges relating to the branch closings estimated at approximately $13 million

-$7.7 million recorded in 2Q14

-Remaining charges of approximately $6 million relating to exit costs for leased properties expected to be recorded during 4Q14

Implementation of new expense savings initiatives of approximately $30 million remains on track

Savings being offset by investment in talent, technology, and marketing

* Excluding litigation loss contingency expense in 4Q13, Visa indemnification charges, restructuring charges, and credit costs. Non-GAAP financial measure; see appendix.

9

Credit costs down slightly; increase in net charge-offs related to significant reduction in NPLs

(dollars in millions) Credit Costs(1)

$30

$20 $24 $22 $22 $18 $17

$11 $15 $8 $8 $5

$10 $13 $7 $14 $10 $12

$0 2Q13 3Q13 4Q13 1Q14 2Q14

Provision for Loan Losses Other Credit Costs

Total NPLs(4)

$525

2.47% 2.29% 2.08% 1.91% 1.27%

$483 $451 $416 $384 $260

$350 $175 $0 2Q13 3Q13 4Q13 1Q14 2Q14

Net Charge-offs(2)

$40 0.69%

0.61% 0.47% 0.51% 0.30%

$27 $30 $23 $25 $15 $35

$13

$0 2Q13 3Q13 4Q13 1Q14 2Q14(3)

NPL Inflows

$75 $67 $47 $41 $35 $34

$50 $25 $0

2Q13 3Q13 4Q13 1Q14 2Q14

(1) Consist of provision for loan losses plus other credit costs. Other credit costs consist primarily of foreclosed real estate expense, net.

(2) As a % of average total loans, annualized

(3) Increase in 2Q14 net charge-offs is due to significant reduction in NPLs which were fully reserved

(4) Excludes impaired loans held-for-sale

10

Significant reduction in accruing TDRs and past dues

(dollars in millions)

Accruing TDRs Total Past Dues > 30 Days

$700 3.33%* 3.45%* $150 0.74%

$669 $675 $149

$467 2.77%* $556 2.17%* $444 $100 0.54% $105

$233 $50 0.36% $73 0.30% $60

$0 $0

4Q11 4Q12 4Q13 2Q14 4Q11 4Q12 4Q13 2Q14

Accruing TDRs have declined by 20% year-to-date

99% of accruing TDRs are paid current; 90-day past due TDRs are approximately $200 thousand

Approximately half of accruing TDRs are rated better than substandard

70% are not residential or land-related

Subsequent defaults rate is less than 1%

11

Loan portfolio has gained strength over the past three years in diversity and quality

(dollars in millions)

Strategically Improved Portfolio Mix

Strengthened Loan Portfolio Quality

$20,500 $15,375 $10,250 $5,125 $0

$20,079 19.3% 44.5% 36.2% 4Q11

$19,542 17.9% 48.9% 33.2% 4Q12

$20,258 18.1% 49.7% 32.2% 4Q13

$20,456 18.4% 50.1% 31.6% 2Q14

100% 75% 50% 25% 0%

$20,079 5% 6% 10% 79% 4Q11

$19,542 3% 7% 87% 4Q12

3%

$20,058 3% 4% 91% 4Q13

2%

$20,456 4% 93% 2Q14 1% 2%

CRE C&I Retail Pass Special Mention Substandard Accruing NPL

Portfolio mix has improved dramatically, supported by successful implementation of lending strategies, including:

Disciplined concentration policy

Investment in new talent

New strategic business lines

12

Strong capital ratios

2Q13 1Q14 2Q14

Tier 1 common equity ratio(1) 8.97% 10.24 10.41(2)

Tier 1 capital ratio 13.49 10.85 11.01(2)

Total risk-based capital ratio 16.00 13.31 13.03(2)(3)

Leverage ratio 11.33 9.46 9.69

Tangible common equity ratio(1) 9.71% 10.78 10.91

2Q14 Tier 1 common equity ratio under Based III estimated at 10.20%(1)(2)(4)

(dollars in millions) 2Q13 1Q14 2Q14

Disallowed deferred tax asset $675.0 579.5 547.8

As a % of risk-weighted assets 3.13% 2.59 2.41

(1) Non-GAAP financial measure; see appendix

(2) Preliminary

(3) Total risk-based capital ratio for 2Q14 reflects $90 million reduction relating to subordinated debt that matures in June 2017.

(4) Basel III impact is based on management’s interpretation of the regulation and is subject to change.

13

Path to improved earnings

Brand awareness work continues with…

Launch of capability ads and expansion of initial awareness ads in additional markets to promote our comprehensive offerings and increase market share

Balance sheet growth through…

Better alignment of commercial banking talent with customer needs and targeted market opportunities

Increased penetration in the high-opportunity middle market segment

Strategic expansion into specialized lending areas, most recently healthcare and equipment financing

Refreshed retail banking strategy to better serve consumer and small business customers

New and enhanced technology that offers added customer convenience

Net interest income growth driven by…

Balance sheet growth and continued focus on pricing

Accelerated by an increase in short-term interest rates

14

Path to improved earnings

Fee income growth generated by…

Growing our team of retail brokerage financial consultants, mortgage originators, and trust professionals

Offering highly-specialized training and licensing to our Private Wealth Management and Retail bank teams

Credit-related expense improvements through…

Further reduction of credit costs as legacy problem loans subside

Continued reduction in credit-related environmental costs

Focus on efficiency through…

Appropriately managing the level and positioning of headcount

Regularly reviewing and adjusting our branch network and operations to match evolving customer behaviors and preferences

Streamlining and enhancing internal processes while ensuring a positive customer experience

15

Appendix

Non-interest Income

(dollars in thousands) 2Q14 1Q14 2Q13 2Q14 vs. 1Q14 % Change 2Q14 vs. 2Q13 % Change

Service charges on deposit accounts $19,238 $19,214 $19,195 0.1% 0.2%

Fiduciary and asset management fees 11,296 11,033 11,111 2.4 1.7

Brokerage revenue 6,707 6,213 7,002 8.0 (4.2)

Mortgage banking income 5,283 3,511 7,338 50.5 (28.0)

Bankcard fees 8,695 7,518 7,838 15.7 10.9

Investment securities gains, net – 1,331 1,403 nm nm

Other fee income 4,928 4,863 5,775 1.3 (14.7)

Private equity investments (losses) gains, net (119) (250) (883) 52.4 86.5

Other non-interest income 7,360 10,960(1) 6, 313 (32.8) 16.6

Gain from Memphis transaction, net – 5,789 – nm nm

Total non-interest income $63,388 $70,182 $65,092 (9.7%) (2.6%)

Adjusted non-interest income(2) $63,388 $63,062 $63,689 0.5% (0.5%)

(1) 1Q14 included a $3.1 million gain on branch property sale

(2) Non-GAAP financial measure

nm – not meaningful

17

Non-interest Expense

(dollars in thousands) 2Q14 1Q14 2Q13 2Q14 vs. 1Q14 % Change 2Q14 vs. 2Q13 % Change

Salaries and other personnel expense $92,540 $93,445 $89,479 (1.0%) 3.4%

Net occupancy and equipment expense 26,425 26,056 26,383 1.4 0.2

FDIC insurance and other regulatory fees 8,049 9,719 7,941 (17.2) 1.4

Foreclosed real estate expense, net 4,063 5,681 7,502 (28.5) (45.8)

Other credit costs 572 2,447 3,385 (76.6) (83.1)

Professional fees 8,224 7,677 10,416 7.1 (21.0)

Third-party services 9,464 10,097 10,366 (6.3) (8.7)

Restructuring charges 7,716 8,577 1,758 (10.0) 338.9

Visa indemnification charges 356 396 764 (10.1) (53.4)

Advertising expense 6,281 2,477 1,821 153.6 244.9

Other operating expenses 18,515 17,589 21,371 5.3 (13.4)

Total non-interest expense $182,205 $184,161 $181,186 (1.1%) 0.6%

Adjusted non-interest expense* $169,498 $167,060 $167,777 1.5% 1.0%

* Excluding litigation loss contingency expense in 4Q13, Visa indemnification charges, restructuring charges and credit costs. Non-GAAP financial measure.

nm – not meaningful

18

Adjusted Pre-tax, Pre-credit Costs Income(1)

(dollars in millions)

$98.0 $95.4 $96.3 $96.5 $98.9

2Q13 3Q13 4Q13 1Q14 2Q14

2Q14 vs. 1Q14 Key Drivers

(in millions)

-net interest income $4.5

-adjusted non-interest income(1) $0.3

-adjusted non-interest expense(1) $2.5

Income before income taxes

Add: Provision for losses on loans

Add: Other credit costs(2)

Add: Restructuring charges

Add: Visa indemnification charges

Add: Litigation loss contingency expense(3)

Subtract: Investment securities gains, net

Subtract: Gain from Memphis transaction, net

Adjusted Pre-tax, pre-credit costs income (1)

Adjusted Pre-tax, pre-credit costs income/risk- weighted assets (RWA) (1)(4)

2Q13 $73 13 11 2 - - (1) - $98 1.8%

3Q13 $73 7 15 1 - - (1) - $95 1.8%

4Q13 $60 14 8 4 1 10 - - $96 1.7%

1Q14 $77 10 8 9 - - (1) (6) $97 1.7%

2Q14 $74 12 5 8 - - - - $99 1.7%

(1) Non-GAAP financial measure

(2) Other credit costs consist primarily of foreclosed real estate expense, net.

(3) Consists of loss contingency accruals with respect to outstanding legal matters. Amounts for other quarters are not disclosed separately as amounts are not material. (4) Annualized and preliminary

19

Improving Loan Portfolio Risk Distribution

(dollars in millions)

Risk Category

Passing Grades

Special Mention

Substandard Accruing

Non-Performing

Total Loans*

1Q14

$18,535

741

499

384

$20,159

2Q14

$18,976

737

484

260

$20,456

2Q14 vs. 1Q14 Change

$441

(4)

(15)

(124)

$297

*Excludes unearned income of $29.0 million

20

Substandard Accruing Loans

(dollars in millions)

$650

$488

$325

$163

$0

$610

$340

21% decline from 2Q13

$270

2Q13

$596

$307

$289

3Q13

$542

$254

$288

4Q13

$499

$242

$257

1Q14

$484

$246

$238

2Q14

Other Substandard Accruing Loans

Substandard Accruing TDRs

Composition of 2Q14 Substandard Accruing Loans

19%

11%

11%

26%

33%

Investment Properties

C&I Retail

Land

Residential

21

Troubled Debt Restructurings

(dollars in millions)

Composition of 2Q14 Performing TDRs

Risk Categories:

Pass

22%

$99

Substandard 54% $238 Special Mention 24% $107

Loan Type:

Retail 11%

C&I

33%

Land 11%

Resi. Prop.

19%

Inv. Prop. 26%

Accruing TDR Trends

$635

2Q13

$574

3Q13

$556

4Q13

$495

1Q14

$444

2Q14

99% of performing TDRs are paid current; 90-days past due TDRs are only $200 thousand

46% of performing TDRs are rated better than substandard

Approximately 70% of performing TDRs are not residential or land-related

Subsequent defaults rate is less than 1 %

22

NPL Inflows by Portfolio Type

(in millions)

Investment properties

Residential properties/ land-related

Commercial and industrial

Retail

Total

2Q13

$13

24

16

14

$67

3Q13

$7

9

19

12

$47

4Q13

$4

8

20

9

$41

1Q14

$3

5

15

12

$35

2Q14

$2

6

17

9

$34

23

Past Dues by Portfolio Type

(dollars in millions)

Investment properties

1-4 family construction

1-4 family investment mortgage

Residential development

1-4 family properties

Land for future development

Total CRE

Commercial and industrial

Retail

Total*

30-Days + Past Due

Total Loans*

2Q14

$4,810

136

745

179

1,059

599

6,468

10,248

3,769

$20,456

1Q14

0.05%

0.41

0.76

0.75

0.71

0.55

0.22

0.31

0.81

0.37%

2Q14

0.03

-

0.67

0.48

0.55

0.34

0.15

0.26

0.64

0.30

*Excludes unearned income of $29.0 million

24

Net Charge-offs* by Type

(dollars in millions)

4Q13

1Q14

2Q14

Investment properties

$4

0.34%

$4

0.32%

$5

0.44%

1-4 family properties

4

1.42

1

0.22

1

0.39

Land for future development

-

(0.09)

1

0.83

19

11.81

Total CRE

8

0.49

6

0.36

25

1.54

Commercial & industrial

12

0.49

6

0.25

5

0.20

Retail

5

0.54

3

0.38

5

0.56

Total net charge-offs*

$25

0.51%

$15

0.30%

$35

0.69%

* As a % of average total loans, annualized

25

Allowance for Loan Losses Coverage Trends

(dollars in millions)

1.71%

$335

1.62%

1.53%

1.49%

1.36%

$319

$308

$301

$278

177.62%

91.76%

91.84%

95.43%

100.16%

107.03%

69.27%

70.66%

73.88%

78.29%

2Q13

3Q13

4Q13

1Q14

2Q14

Allowance for Loan Losses

ALL to NPLs

ALL to NPLs (excluding NPLs for which the expected loss has been charged off)

26

Non-GAAP Financial Measures

The following tables illustrate the method of reconciling the non-GAAP financial measures used in this slide presentation to the most directly comparable GAAP measure.

(dollars in millions)

1Q14

2Q14

Net income available to common shareholders

$46

$44

Add: Restructuring charges (after-tax)

5

5

Subtract: Gain from Memphis transaction, net (after-tax)

(4)

-

Subtract: Gain from branch property sale (after-tax)

(2)

-

Adjusted net income available to common shareholders

$46

$49

Weighted average common shares outstanding, diluted(1)

139,504

139,567

Adjusted diluted net income per common share(1)

$0.33

$0.35

(in millions)

2Q13

3Q13

4Q13

1Q14

2Q14

Total non-interest income

$65

$63

$60

$70

$63

Subtract: Investment securities gains, net

(1) (1)

-

(1)

-

Subtract: Gain from Memphis transaction, net(2)

-

-

-

($6)

-

Adjusted non-interest income

$64

$62

$60

$63

$63

(in millions)

2Q13

3Q13

4Q13

1Q14

2Q14

Total non-interest expense

$181

$187

$191

$184

$182

Other credit costs(3)

(11)

(15)

(8) (8)

(5)

Restructuring charges

(2)

(1)

(4)

(9) (8)

Visa indemnification charges

-

-

(1)

-

-

Litigation loss contingency expense

-

-

($10)(4)

-

-

Adjusted non-interest expense

$168

$171

$168

$167

$169

(1) Shares (in millions) and per share data for all periods reflect Synovus’ 1-for-7 stock split which was effective on May 16, 2014.

(2) Consists of gain, net of associated costs, from the sale of certain loans, premises, deposits, and other assets and liabilities of the Memphis, Tennessee operations of Trust One Bank, a division of Synovus Bank.

(3) Other credit costs consist primarily of foreclosed real estate expense, net.

(4) Consists of loss contingency accruals with respect to outstanding legal matters. Amounts for other quarters are not disclosed separately as amounts are not material.

27

Non-GAAP Financial Measures, continued

(dollars in millions)

2Q13

3Q13

4Q13

1Q14

2Q14

Total risk-weighted assets

$21,542

$21,735

$22,313

$22,404

$22,706

Income before taxes

$73

$73

$60

$77

$74

Add: Provision for losses on loans

13

7

14

10

12

Add: Other credit costs(1)

11

15

8

8

5

Add: Restructuring charges

2

1

4

9

8

Add: Visa indemnification charges

-

-

1

-

-

Add: Litigation loss contingency expense

-

-

10(2)

-

-

Subtract: Investment securities gains, net

(1)

(1)

-

(1)

-

Subtract: Gain from Memphis transaction, net

-

-

(6)

-

Adjusted Pre-tax, pre-credit costs income

$98

$95

$96

$97

$99

Adjusted Pre-tax, pre-credit costs income/RWA(3)

1.8%

1.8%

1.7%

1.7%

1.7%

(in millions)

2Q13

3Q13

4Q13

1Q14

2Q14

Total net interest income

$202

$204

$204

$201

$205

Total non-interest income

$65

$63

$60

$70

$63

Subtract: Investment securities gains, net

(1)

(1)

-

(1)

-

Subtract: Gain from Memphis transaction, net

-

-

-

($6)

-

Subtract: Gain from branch property sale

-

-

-

(3)

-

Adjusted revenues

$266

$266

$264

$260

$268

(1) Other credit costs consist primarily of foreclosed real estate expense, net.

(2) Consists of loss contingency accruals with respect to outstanding legal matters. Amounts for other quarters are not disclosed separately as amounts are not material.

(3) Preliminary

28

Non-GAAP Financial Measures, continued

(in millions)

2Q13

3Q13

4Q13

1Q14

2Q14

Total average deposits

$20,669

$20,879

$21,150

$20,725

$20,864

Average brokered deposits

(1,334)

(1,333)

(1,194)

(1,235)

(1,401)

Average core deposits

19,335

19,546

19,956

19,490

19,463

Average time deposits

(3,429)

(3,550)

(3,541)

(3,380)

(3,189)

Average core deposits excluding average time deposits

$15,905

$15,996

$16,415

$16,110

$16,274

(dollars in millions)

2Q13

3Q13

4Q13

1Q14

2Q14

Total shareholders’ equity

$3,568

$2,932

$2,949

$2,998

$3,053

Add/Subtract: Accumulated other comprehensive loss (income)

33

30

41

30

14

Subtract: Goodwill

(24)

(24)

(24)

(24)

(24)

Subtract: Other intangible assets, net

(4) (4)

(3)

(2)

(2)

Subtract: Disallowed deferred tax assets

(675)

(648)

(619)

(579)

(548)

Add: Other items

7

6

8

8

8

Subtract: Series C Preferred Stock

-

(125)

(126)

(126)

(126)

Subtract: Series A Preferred Stock

(963)

-

-

-

-

Subtract: Qualified trust preferred securities

(10)

(10)

(10)

(10)

(10)

Tier 1 common equity

1,932

2,157

2,216

2,295

2,365

Risk weighted assets

21,542

21,735

22,313

22,404

22,706

Tier 1 common equity ratio

8.97%

9.93%

9.93%

10.24%

10.41%

29

Non-GAAP Financial Measures, continued

(dollars in millions) 1Q14 2Q14

Tier 1 common equity (Basel I)

$2,295

$2,365

Add: Adjustment related to capital components

50

60

Estimated Tier 1 common equity under final Basel III rules without AOCI

2,345

2,425

Estimated risk-weighted assets under the final Basel III rules

23,379

23,775

Estimated Tier 1 common equity ratio under final Basel III rules

10.03%

10.20%

(dollars in millions)

2Q13

3Q13

4Q13

1Q14

2Q14

Total assets

$26,563

$26,218

$26,201

$26,435

$26,627

Subtract: Goodwill

(24)

(24)

(24)

(24)

(24)

Subtract: Other intangible assets, net

(4)

(4)

(3)

(2)

(2)

Tangible assets

$26,535

$26,190

$26,174

$26,409

$26,601

Total shareholders’ equity

$3,568

$2,932

$2,949

$2,998

$3,053

Subtract: Goodwill

(24)

(24)

(24)

(24)

(24)

Subtract: Other intangible assets, net

(4)

(4)

(3)

(2)

(2)

Subtract: Series C Preferred Stock

-

(125)

(126)

(126)

(126)

Subtract: Series A Preferred Stock

(963)

-

-

-

-

Tangible common equity

$2,577

$2,778

$2,795

$2,846

$2,901

Tangible common equity to tangible assets ratio

9.71%

10.61%

10.68%

10.78%

10.91%

30