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

October 21, 2014 (October 21, 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 October 21, 2014, Synovus Financial Corp. (the “Company”) issued a press release announcing the Company’s financial results for the three and nine month periods ended September 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 nine month periods ended September 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 October 21, 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 October 21, 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 8.01 Other Events

On October 21, 2014, the Company announced that its Board of Directors had approved a share repurchase program pursuant to which the Company may repurchase up to $250 million of its common stock, par value $1.00 per share, over the next twelve months.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Synovus press release dated October 21, 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: October 21, 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 Announces Earnings for Third Quarter 2014, $250 Million Stock Repurchase Program,

and 43% Increase in Quarterly Common Stock Dividend

COLUMBUS, Ga., October 21, 2014 – Synovus Financial Corp. (NYSE: SNV) today reported financial results for the quarter ended September 30, 2014.

Third Quarter Highlights

• Net income available to common shareholders for the third quarter of 2014 was $44.2 million or $0.32 per diluted share as compared to $44.3 million, or $0.32 per diluted share for the second quarter of 2014.

• Net income available to common shareholders for the third quarter of 2014 was $51.3 million or $0.37 per diluted common share, excluding net litigation related expenses, restructuring charges, and Visa indemnification charges totaling $7.0 million after-tax.

• Total loans grew $132.8 million sequentially.

• Credit quality continued to improve as the NPL ratio declined to 1.18% at September 30, 2014 from 1.27% at June 30, 2014 and 2.29% a year ago, and the annualized net charge-off ratio for the third quarter declined to 0.24% and 0.41% year-to-date compared to 0.47% for the third quarter of 2013 and 0.75% for year-to-date 2013.

• All Tier 1 capital ratios continued to expand with the Tier 1 common equity ratio ending the quarter at 10.60%, up 18 basis points from the prior quarter.

“The announced stock repurchase program and common dividend increase from $0.07 to $0.10 per share reflect our strong capital position, significantly improved risk profile, and earnings momentum,” said Kessel D. Stelling, Synovus Chairman and CEO. “These actions will provide increased returns to our broad shareholder base while still allowing us the flexibility needed to reinvest in the business and continue our pursuit of growth opportunities. These opportunities include the acquisition of specialized talent that enables us to reach untapped customer segments, expansion into new business lines, and significant investments in marketing and technology. Fundamentals such as expense management and credit quality remain high priorities as evidenced by our continued progress during the third quarter, but delivering exceptional customer service backed by comprehensive financial solutions is the primary focus of our team’s efforts and energy day-to-day.”

Balance Sheet Fundamentals

• Total loans ended the quarter at $20.59 billion, an $877.0 million or 4.4% increase from the third quarter of 2013.

• Total loans grew $132.8 million or 2.6% annualized compared to the second quarter of 2014.

• Retail loans grew by $86.0 million, or 9.1% annualized.

• Commercial real estate loans grew by $129.0 million or 7.7% annualized.

• C&I loans declined by $82.4 million, or 3.2% annualized.

• Total average deposits for the quarter were $20.94 billion, up $75.0 million or 1.4% annualized from the previous quarter.

• Average core deposits for the quarter were $19.44 billion, down $18.6 million compared to the second quarter of 2014.

• Average core deposits, excluding state, county, and municipal deposits, grew by $204.5 million or 4.7% annualized compared to the previous quarter.

Core Performance

Adjusted pre-tax, pre-credit costs income was $103.5 million for the third quarter of 2014, an increase of $4.6 million from $98.9 million for the second quarter of 2014.

• Net interest income was $206.3 million for the third quarter of 2014, up $1.2 million from $205.1 million in the previous quarter.

• The net interest margin declined four basis points to 3.37% compared to 3.41% in the second quarter of 2014. The yield on earning assets was 3.81%, five basis points lower than the second quarter of 2014, and the effective cost of funds declined one basis point to 0.44%.

• Total non-interest income was $64.0 million, up $598 thousand compared to $63.4 million for the second quarter of 2014.

• Core banking fees¹ of $32.8 million were up $125 thousand, driven by a $921 thousand or 4.8% increase in service charges on deposits and a $513 thousand or 5.9% decline in bankcard fees.

• Financial Management Services revenues, consisting primarily of fiduciary and asset management fees and brokerage revenue, increased $382 thousand, driven by brokerage revenue growth.

• Mortgage banking income decreased $618 thousand or 11.7%.

• Mortgage originations totaled $197 million, up from $188 million in the prior quarter.

• Decline in revenue was driven by lower gains on mortgage loan sales.

• Total non-interest expense for the third quarter of 2014 was $193.7 million, up $11.6 million from the second quarter of 2014, primarily due to net litigation related expenses. Adjusted non-interest expense for the third quarter of 2014 was $166.8 million, down $2.7 million or 1.6% compared to $169.5 million for the second quarter of 2014.

• Employment expense was $93.9 million, up $1.3 million, primarily due to one more pay day in the quarter and merit increases.

• Advertising expense was $7.2 million, an increase of $896 thousand.

• Professional fees were $2.5 million, down $5.7 million, reflecting the benefit from a $3.6 million net insurance recovery for incurred legal fees related to litigation.

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.

Credit Quality

Broad-based improvement in credit quality continued.

• Total credit costs were $15.7 million in the third quarter of 2014, down 7.2% from $16.9 million in the second quarter of 2014 and down 29.8% from $22.4 million in the third quarter of 2013.

• Non-performing loans, excluding loans held for sale, were $242.4 million at September 30, 2014, down $17.2 million or 6.6% from the previous quarter, and down $208.5 million or 46.2% from the third quarter of 2013. The non-performing loan ratio was 1.18% at September 30, 2014, down from 1.27% at the end of the previous quarter and 2.29% at September 30, 2013.

• Total non-performing assets were $324.4 million at September 30, 2014, down $38.8 million or 10.7% from the previous quarter, and down $262.5 million or 44.7% from the third quarter of 2013. The non-performing asset ratio was 1.57% at September 30, 2014, compared to 1.77% at the end of the previous quarter and 2.96% at September 30, 2013.

• Net charge-offs were $12.3 million in the third quarter of 2014, down $23.1 million or 65.4% from $35.4 million in the second quarter of 2014. The annualized net charge-off ratio was 0.24% in the third quarter, down from 0.69% in the previous quarter and 0.47% in the third quarter of 2013.

Capital Ratios

Capital ratios remained strong.

• Tier 1 Common Equity ratio was 10.60% at September 30, 2014, up from 10.42% at June 30, 2014.

• Tier 1 Capital ratio was 11.19% at September 30, 2014, up from 11.01% at June 30, 2014.

• Total Risk Based Capital ratio was 13.17% at September 30, 2014, up from 13.03% at June 30, 2014.

• Tier 1 Leverage ratio was 9.85% at September 30, 2014, up from 9.69% at June 30, 2014.

• Tangible Common Equity ratio was 11.04% at September 30, 2014, up from 10.91% at June 30, 2014.

Capital Management

• The Board of Directors has authorized a share repurchase program of up to $250 million of the company’s common stock, to be executed over the next 12 months.

• Additionally, the Board of Directors has approved an increase in the company’s quarterly common stock dividend from $0.07 to $0.10 per share, effective with the quarterly dividend payable in January 2015.

Third Quarter Earnings Conference Call

Synovus will host an earnings highlights conference call at 8:30 a.m. EDT on October 21, 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; expectations regarding our capital management, including our announced share repurchase program, 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 press release. 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 state, county, and municipal 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; 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; 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 for 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; 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 state, county, and municipal 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; and adjusted non-interest expense; and the reconciliation of these measures to 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; and total non-interest expense are set forth in the tables below.

Reconciliation of Non-GAAP Financial Measures

(dollars in thousands)

	3Q14			2Q14			1Q14			4Q13			3Q13
Average Core Deposits
Average Core Deposits Excluding State, County, and Municipal Deposits
Average total deposits	$	20,938,587		$	20,863,706		$	20,725,259		$	21,150,068		$	20,878,768
Subtract: Average brokered deposits		(1,494,620	)		(1,401,167	)		(1,234,847	)		(1,194,427	)		(1,333,293	)
Average core deposits		19,443,967			19,462,539			19,490,412			19,955,641			19,545,475
Subtract: Average state, county, and municipal deposits		(2,045,817	)		(2,268,852	)		(2,365,096	)		(2,354,731	)		(2,233,281	)
Average core deposits excluding state, county, and municipal deposits		17,398,150			17,193,687			17,125,316			17,600,910			17,312,194

Reconciliation of Non-GAAP Financial Measures (continued)

(dollars and shares in thousands)

	3Q14			2Q14			1Q14			4Q13			3Q13
Tier 1 Common Equity Ratio
Total shareholders’ equity	$	3,076,545		$	3,053,051		$	2,998,496		$	2,948,985		$	2,931,860
Add: Accumulated other comprehensive loss		24,827			13,716			30,463			41,258			29,514
Subtract: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(24,431	)
Subtract: Other intangible assets, net		(1,471	)		(1,678	)		(1,883	)		(3,415	)		(3,783	)
Subtract: Disallowed deferred tax asset		(529,342	)		(547,786	)		(579,537	)		(618,516	)		(647,828	)
Other items		7,637			7,619			7,682			7,612			7,426
Tier 1 capital		2,553,765			2,500,491			2,430,790			2,351,493			2,292,758
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	)		(125,980	)		(125,862	)		(125,400	)
Tier 1 common equity		2,417,785			2,364,511			2,294,810			2,215,631			2,157,358
Risk-weighted assets		22,811,614	(1)		22,702,108			22,404,099			22,316,091			21,735,363
Tier 1 common equity ratio		10.60	%(1)		10.42			10.24			9.93			9.93
Tangible Common Equity to Tangible Assets Ratio
Total assets	$	26,519,110		$	26,627,290		$	26,435,426		$	26,201,604		$	26,218,360
Subtract: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(24,431	)
Subtract: Other intangible assets, net		(1,471	)		(1,678	)		(1,883	)		(3,415	)		(3,783	)
Tangible assets		26,493,208			26,601,181			26,409,112			26,173,758			26,190,146
Total shareholders’ equity		3,076,545			3,053,051			2,998,496			2,948,985			2,931,860
Subtract: Goodwill		(24,431	)		(24,431	)		(24,431	)		(24,431	)		(24,431	)
Subtract: Other intangible assets, net		(1,471	)		(1,678	)		(1,883	)		(3,415	)		(3,783	)
Subtract: Series C Preferred Stock, no par value		(125,980	)		(125,980	)		(125,980	)		(125,862	)		(125,400	)
Tangible common equity		2,924,663			2,900,962			2,846,202			2,795,277			2,778,246
Total shareholders’ equity to total assets ratio		11.60	%		11.47			11.34			11.25			11.18
Tangible common equity to tangible assets ratio		11.04	%		10.91			10.78			10.68			10.61
Adjusted net income per common share, diluted
Net income available to common shareholders	$	44,229
Add: Litigation settlement expenses (after-tax)		7,545
Deduct: Recovery of previously incurred legal costs related to certain legal matters, net of legal costs incurred in 3Q14 related to those same legal matters (after-tax)(2)		(2,211	)
Add: Restructuring charges (after-tax)		494
Add: Visa indemnification charges (after-tax)		1,209
Adjusted net income available to common shareholders	$	51,266
Weighted average common shares outstanding - diluted		139,726
Adjusted net income per common share, diluted	$	0.37

Reconciliation of Non-GAAP Financial Measures, continued

(dollars in thousands)

	3Q14			2Q14			1Q14			4Q13			3Q13
Adjusted Pre-tax, Pre-credit Costs Income
Income before income taxes	$	72,656		$	73,950		$	77,024			59,710			73,459
Add: Provision for losses on loans		3,843			12,284			9,511			14,064			6,761
Add: Other credit costs(3)		11,858			4,635			8,128			8,285			15,603
Add: Restructuring charges		809			7,716			8,577			3,770			687
Add: Litigation settlement expenses(4)		12,349			—			—			10,000			—
Subtract: Investment securities gains, net		—			—			(1,331	)		(373	)		(1,124	)
Add: Visa indemnification charges		1,979			356			396			799			—
Subtract: Gain on sale of Memphis branches, net(5)		—			—			(5,789	)		—			—
Adjusted pre-tax, pre-credit costs income		103,494			98,941			96,516			96,255			95,386
Adjusted Non-interest Expense
Total non-interest expense	$	193,749		$	182,205		$	184,161			190,738			187,328
Subtract: Other credit costs(3)		(11,858	)		(4,635	)		(8,128	)		(8,285	)		(15,603	)
Subtract: Restructuring charges		(809	)		(7,716	)		(8,577	)		(3,770	)		(687	)
Subtract: Visa indemnification charges		(1,979	)		(356	)		(396	)		(799	)		—
Subtract: Litigation settlement expenses(4)		(12,349	)		—			—			(10,000	)		—
Adjusted non-interest expense		166,754			169,498			167,060			167,884			171,038

^{(1) Preliminary}

^{(2) Recovery of previously incurred legal costs represents a reimbursement from an insurance carrier for attorney fees incurred in previous periods in connection with certain litigation. This amount, net of attorney fees incurred in 3Q14 relating to the same legal matters, is recorded as a component of professional fees in the consolidated income statement. These items are also a component of adjusted pre-tax, pre-credit costs income.}

^{(3) Other credit costs consist primarily of foreclosed real estate expense, net}

^{(4) 3Q14 and 4Q13 amounts consist of litigation settlement expenses, including loss contingency accruals, with respect to certain legal matters. Amounts for other periods presented herein are not reported separately as amounts are not material.} 

^{(5) Consists of gain, net of associated costs, from the sale of certain loans, premises, deposits, and other assets and liabilities of the Memphis, Tennessee branches 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)
	Nine Months Ended September 30,
	2014			2013			Change
Interest income	$	693,989			695,755			(0.3	)%
Interest expense		82,160			89,894			(8.6	)
Net interest income		611,829			605,861			1.0
Provision for loan losses		25,638			55,534			(53.8	)
Net interest income after provision for loan losses		586,191			550,327			6.5
Non-interest income:
Service charges on deposit accounts		58,610			58,142			0.8
Fiduciary and asset management fees		33,536			32,471			3.3
Brokerage revenue		20,201			21,231			(4.9	)
Mortgage banking income		13,459			19,569			(31.2	)
Bankcard fees		24,394			22,662			7.6
Investment securities gains, net		1,331			2,571			(48.2	)
Other fee income		14,495			16,461			(11.9	)
Decrease in fair value of private equity investments, net		(513	)		(856	)		40.1
Gain on sale of Memphis branches, net (1)		5,789			—			nm
Other non-interest income		26,253			21,139			24.2
Total non-interest income		197,555			193,390			2.2
Non-interest expense:
Salaries and other personnel expense		279,855			276,190			1.3
Net occupancy and equipment expense		79,436			77,025			3.1
Third-party services		29,604			30,446			(2.8	)
FDIC insurance and other regulatory fees		25,781			24,059			7.2
Professional fees		18,427			28,922			(36.3	)
Advertising expense		15,935			6,513			144.7
Foreclosed real estate expense, net		18,818			28,800			(34.7	)
Losses on other loans held for sale, net		2,050			487			320.9
Visa indemnification charges		2,731			801			240.9
Litigation settlement expenses (2)		12,349			—			nm
Restructuring charges		17,101			7,295			134.4
Other operating expenses		58,028			70,261			(17.4	)
Total non-interest expense		560,115			550,799			1.7
Income before income taxes		223,631			192,918			15.9
Income tax expense		81,554			72,114			13.1
Net income		142,077			120,804			17.6
Dividends and accretion of discount on preferred stock		7,678			38,100			(79.8	)
Net income available to common shareholders	$	134,399			82,704			62.5
Net income per common share, basic (3)		0.97			0.67			44.6
Net income per common share, diluted (3)		0.96			0.62			54.2
Cash dividends declared per common share (3)		0.21			0.21			—
Return on average assets		0.72	%		0.61			18.0
Return on average common equity		6.21			4.16			49.3
Weighted average common shares outstanding, basic (3)		138,989			123,652			12.4	%
Weighted average common shares outstanding, diluted (3)		139,600			132,476			5.4

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 branches of Trust One Bank, a division of Synovus Bank.

(2) 3Q14 and 4Q13 amounts consist of litigation settlement expenses, including loss contingency accruals, with respect to certain legal matters. Amounts for other periods presented herein are not reported 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

INCOME STATEMENT DATA
(Unaudited)
(In thousands, except per share data)
	2014						2013								3rd Quarter
	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter		‘14 vs. ‘13 Change
Interest income	$	233,394			232,213			228,382			233,258			233,852		(0.2	)%
Interest expense		27,131			27,162			27,868			28,927			29,882		(9.2	)
Net interest income		206,263			205,051			200,514			204,331			203,970		1.1
Provision for loan losses		3,843			12,284			9,511			14,064			6,761		(43.2	)
Net interest income after provision for loan losses		202,420			192,767			191,003			190,267			197,209		2.6
Non-interest income:
Service charges on deposit accounts		20,159			19,238			19,214			19,647			19,426		3.8
Fiduciary and asset management fees		11,207			11,296			11,033			10,978			10,389		7.9
Brokerage revenue		7,281			6,707			6,213			6,307			6,636		9.7
Mortgage banking income		4,665			5,283			3,511			2,913			5,314		(12.2	)
Bankcard fees		8,182			8,695			7,518			7,979			7,760		5.4
Investment securities gains, net		—			—			1,331			373			1,124		nm
Other fee income		4,704			4,928			4,863			6,106			5,199		(9.5	)
(Decrease) increase in fair value of private equity investments, net		(144	)		(119	)		(250	)		(2,108	)		284		nm
Gain on sale of Memphis branches, net (1)		—			—			5,789			—			—		nm
Other non-interest income		7,931			7,360			10,960			7,986			7,446		6.5
Total non-interest income		63,985			63,388			70,182			60,181			63,578		0.6
Non-interest expense:
Salaries and other personnel expense		93,870			92,540			93,445			91,962			92,794		1.2
Net occupancy and equipment expense		26,956			26,425			26,056			26,314			26,475		1.8
Third-party services		10,044			9,464			10,097			9,689			10,151		(1.1	)
FDIC insurance and other regulatory fees		8,013			8,049			9,719			8,699			7,639		4.9
Professional fees		2,526			8,224			7,677			9,855			11,410		(77.9	)
Advertising expense		7,177			6,281			2,477			2,458			3,114		130.5
Foreclosed real estate expense, net		9,074			4,063			5,681			5,064			10,359		(12.4	)
(Gains) losses on other loans held for sale, net		(176	)		(40	)		2,266			(159	)		408		nm
Visa indemnification charges		1,979			356			396			799			—		nm
Litigation settlement expenses (2)		12,349			—			—			10,000			—		nm
Restructuring charges		809			7,716			8,577			3,770			687		17.8
Other operating expenses		21,128			19,127			17,770			22,287			24,291		(13.0	)
Total non-interest expense		193,749			182,205			184,161			190,738			187,328		3.4
Income before income taxes		72,656			73,950			77,024			59,710			73,459		(1.1	)
Income tax expense		25,868			27,078			28,608			21,130			27,765		(6.8	)
Net income		46,788			46,872			48,416			38,580			45,694		2.4
Dividends and accretion of discount on preferred stock		2,559			2,559			2,559			2,730			8,506		(69.9	)
Net income available to common shareholders	$	44,229			44,313			45,857			35,850			37,188		18.9	%
Net income per common share, basic (3)	$	0.32			0.32			0.33			0.26			0.27		16.9	%
Net income per common share, diluted (3)		0.32			0.32			0.33			0.26			0.27		16.7
Cash dividends declared per common share (3)		0.07			0.07			0.07			0.07			0.07		—
Return on average assets		0.70	%		0.71			0.75			0.58			0.69		1.4
Return on average common equity		5.97			6.14			6.52			5.04			5.40		10.6
Weighted average common shares outstanding, basic (3)		139,043			138,991			138,932			138,897			136,671		1.7
Weighted average common shares outstanding, diluted (3)		139,726			139,567			139,504			139,419			137,097		1.9

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 branches of Trust One Bank, a division of Synovus Bank.

(2) 3Q14 and 4Q13 amounts consist of litigation settlement expenses, including loss contingency accruals, with respect to certain legal matters. Amounts for other periods presented herein are not reported 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)

	September 30, 2014			December 31, 2013			September 30, 2013
ASSETS
Cash and cash equivalents	$	386,402			469,630			514,694
Interest bearing funds with Federal Reserve Bank		750,446			644,528			966,435
Interest earning deposits with banks		13,612			24,325			14,060
Federal funds sold and securities purchased under resale agreements		70,918			80,975			80,177
Trading account assets, at fair value		12,705			6,113			17,363
Mortgage loans held for sale, at fair value		72,333			45,384			61,232
Other loans held for sale		338			10,685			9,351
Investment securities available for sale, at fair value		3,050,257			3,199,358			3,151,344
Loans, net of deferred fees and costs		20,588,566			20,057,798			19,711,610
Allowance for loan losses		(269,376	)		(307,560	)		(318,612	)
Loans, net		20,319,190			19,750,238			19,392,998
Premises and equipment, net		456,633			468,871			476,088
Goodwill		24,431			24,431			24,431
Other intangible assets, net		1,471			3,415			3,783
Other real estate		81,636			112,629			126,640
Deferred tax asset, net		656,151			744,646			763,050
Other assets		622,587			616,376			616,714
Total assets	$	26,519,110			26,201,604			26,218,360
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing deposits	$	5,813,809			5,642,751			5,358,659
Interest bearing deposits, excluding brokered deposits		13,609,038			14,140,037			14,339,997
Brokered deposits		1,566,934			1,094,002			1,275,200
Total deposits		20,989,781			20,876,790			20,973,856
Federal funds purchased and securities sold under repurchase agreements		107,160			148,132			194,613
Long-term debt		2,130,934			2,033,141			1,885,057
Other liabilities		214,690			194,556			232,974
Total liabilities		23,442,565			23,252,619			23,286,500
Shareholders’ equity:
Series C Preferred Stock - no par value, 5,200,000 shares outstanding at September 30, 2014, December 31, 2013, and September 30, 2013		125,980			125,862			125,400
Common stock - $1.00 par value. 139,064,621 shares outstanding at September 30, 2014, 138,907,351 shares outstanding at December 31, 2013, and 138,890,034 shares outstanding at September 30, 2013 (1)		139,878			139,721			139,704
Additional paid-in capital		2,974,319			2,976,348			2,976,813
Treasury stock, at cost - 813,350 shares (1)		(114,176	)		(114,176	)		(114,176	)
Accumulated other comprehensive loss, net		(24,827	)		(41,258	)		(29,514	)
Accumulated deficit		(24,629	)		(137,512	)		(166,367	)
Total shareholders’ equity		3,076,545			2,948,985			2,931,860
Total liabilities and shareholders’ equity	$	26,519,110			26,201,604			26,218,360

(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
	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter
Interest Earning Assets
Taxable investment securities (2)	$	3,035,940			3,091,537			3,181,678			3,196,561			3,062,976
Yield		1.84	%		1.87			1.91			1.90			1.76
Tax-exempt investment securities (2) (4)	$	5,168			5,781			6,421			7,758			9,835
Yield (taxable equivalent)		6.21	%		6.23			6.24			6.14			6.26
Trading account assets	$	16,818			16,011			20,346			10,021			13,806
Yield		2.52	%		2.25			3.16			4.60			4.50
Commercial loans (3) (4)	$	16,603,287			16,673,930			16,451,594			16,217,373			16,067,424
Yield		4.17	%		4.19			4.21			4.28			4.37
Consumer loans (3)	$	3,814,160			3,695,010			3,628,347			3,615,836			3,528,057
Yield		4.44	%		4.51			4.53			4.50			4.61
Allowance for loan losses	$	(274,698	)		(293,320	)		(307,078	)		(316,001	)		(328,084	)
Loans, net (3)	$	20,142,749			20,075,620			19,772,863			19,517,208			19,267,397
Yield		4.29	%		4.32			4.34			4.40			4.50
Mortgage loans held for sale	$	70,766			59,678			38,699			46,036			85,493
Yield		3.96	%		4.13			4.15			3.94			4.07
Federal funds sold, due from Federal Reserve Bank, and other short-term investments	$	974,363			843,018			935,300			1,235,144			1,375,921
Yield		0.23	%		0.23			0.23			0.24			0.24
Federal Home Loan Bank and Federal Reserve Bank stock (5)	$	78,131			76,172			82,585			70,815			70,741
Yield		3.57	%		4.15			3.21			2.85			2.30
Total interest earning assets	$	24,323,935			24,167,817			24,037,892			24,083,543			23,886,169
Yield		3.81	%		3.86			3.86			3.85			3.89
Interest Bearing Liabilities
Interest bearing demand deposits	$	3,722,599			3,830,956			3,878,590			4,102,398			3,933,902
Rate		0.19	%		0.19			0.19			0.19			0.23
Money market accounts	$	6,044,138			6,033,523			6,077,357			6,161,893			6,148,289
Rate		0.29	%		0.31			0.32			0.33			0.33
Savings deposits	$	645,654			644,103			616,962			605,054			607,144
Rate		0.07	%		0.09			0.10			0.10			0.11
Time deposits under $100,000	$	1,335,848			1,364,322			1,423,487			1,491,673			1,526,974
Rate		0.56	%		0.57			0.59			0.61			0.62
Time deposits over $100,000	$	1,871,136			1,824,349			1,956,925			2,049,094			2,022,719
Rate		0.75	%		0.74			0.76			0.80			0.84
Brokered money market accounts	$	174,538			184,233			207,681			210,380			202,802
Rate		0.27	%		0.27			0.26			0.27			0.27
Brokered time deposits	$	1,320,082			1,216,934			1,027,167			984,047			1,130,491
Rate		0.52	%		0.51			0.62			0.65			0.70
Total interest bearing deposits	$	15,113,995			15,098,420			15,188,169			15,604,539			15,572,321
Rate		0.35	%		0.36			0.38			0.39			0.42
Federal funds purchased and securities sold under repurchase agreements	$	171,429			219,490			215,027			216,757			195,717
Rate		0.08	%		0.13			0.14			0.15			0.14
Long-term debt	$	2,142,705			2,099,578			2,156,836			1,886,223			1,885,385
Rate		2.54	%		2.58			2.52			2.85			2.85
Total interest bearing liabilities	$	17,428,129			17,417,488			17,560,032			17,707,519			17,653,423
Rate		0.62	%		0.62			0.64			0.65			0.67
Non-interest bearing demand deposits	$	5,824,592			5,765,287			5,537,090			5,545,529			5,306,447
Effective cost of funds		0.44	%		0.45			0.47			0.47			0.49
Net interest margin		3.37	%		3.41			3.39			3.38			3.40
Taxable equivalent adjustment	$	408			443			455			481			529

(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 consolidated balance sheet

Synovus

LOANS OUTSTANDING AND NON-PERFORMING LOANS COMPOSITION

(Unaudited)

(Dollars in thousands)

	September 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	$	1,152,728			5.6	%	$	223		0.1	%
Hotels		668,603			3.2			431		0.2
Office Buildings		1,107,012			5.4			2,759		1.0
Shopping Centers		856,399			4.2			10,414		4.3
Commercial Development		131,011			0.6			20,759		8.6
Warehouses		565,011			2.7			790		0.3
Other Investment Property		538,282			2.6			3,603		1.5
Total Investment Properties		5,019,046			24.4			38,979		16.0
1-4 Family Construction		143,888			0.7			324		0.1
1-4 Family Investment Mortgage		813,867			4.0			14,432		6.0
Residential Development		179,799			0.9			14,362		5.9
Total 1-4 Family Properties		1,137,554			5.5			29,118		12.0
Land Acquisition		588,779			2.9			40,128		16.6
Total Commercial Real Estate		6,745,379			32.8			108,225		44.6
Commercial, Financial, and Agricultural		6,003,409			29.2			53,360		22.0
Owner-Occupied		4,013,666			19.5			26,810		11.1
Total Commercial & Industrial		10,017,075			48.7			80,170		33.1
Home Equity Lines		1,685,972			8.2			16,875		7.0
Consumer Mortgages		1,621,904			7.9			34,759		14.4
Credit Cards		253,853			1.3			—		—
Other Retail Loans		293,232			1.4			2,353		1.0
Total Retail		3,854,961			18.7			53,987		22.3
Unearned Income		(28,849	)		(0.1	)		—		nm
Total	$	20,588,566			100.0	%	$	242,382		100.0	%

LOANS OUTSTANDING BY TYPE COMPARISON

(Unaudited)

(Dollars in thousands)

Loan Type	Total Loans September 30, 2014			June 30, 2014			3Q14 vs. 2Q14 % change (1)			September 30, 2013			3Q14 vs. 3Q13 % change
Multi-Family	$	1,152,728			1,109,340			15.5	%		960,136			20.1	%
Hotels		668,603			724,659			(30.7	)		656,514			1.8
Office Buildings		1,107,012			988,382			47.6			822,131			34.7
Shopping Centers		856,399			837,799			8.8			868,007			(1.3	)
Commercial Development		131,011			139,966			(25.4	)		168,402			(22.2	)
Warehouses		565,011			566,890			(1.3	)		557,409			1.4
Other Investment Property		538,282			498,153			32.0			508,646			5.8
Total Investment Properties		5,019,046			4,865,189			12.5			4,541,245			10.5
1-4 Family Construction		143,888			135,596			24.3			138,719			3.7
1-4 Family Investment Mortgage		813,867			837,648			(11.3	)		850,024			(4.3	)
Residential Development		179,799			178,793			2.2			199,435			(9.8	)
Total 1-4 Family Properties		1,137,554			1,152,037			(5.0	)		1,188,178			(4.3	)
Land Acquisition		588,779			599,117			(6.8	)		729,095			(19.2	)
Total Commercial Real Estate		6,745,379			6,616,343			7.7			6,458,518			4.4
Commercial, Financial, and Agricultural		6,003,409			6,085,948			(5.4	)		5,728,357			4.8
Owner-Occupied		4,013,666			4,013,492			0.0			3,977,068			0.9
Total Commercial & Industrial		10,017,075			10,099,440			(3.2	)		9,705,425			3.2
Home Equity Lines		1,685,972			1,664,520			5.1			1,549,582			8.8
Consumer Mortgages		1,621,904			1,561,111			15.4			1,482,861			9.4
Credit Cards		253,853			255,369			(2.4	)		253,805			0.0
Other Retail Loans		293,232			287,935			7.3			286,421			2.4
Total Retail		3,854,961			3,768,935			9.1			3,572,669			7.9
Unearned Income		(28,849	)		(28,955	)		(1.5	)		(25,002	)		15.4
Total	$	20,588,566			20,455,763			2.6	%		19,711,610			4.4	%

(1) Percentage change is annualized.

Synovus

CREDIT QUALITY DATA

(Unaudited)

(Dollars in thousands)

	2014							2013				3rd Quarter
	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter		‘14 vs. ‘13 Change
Non-performing Loans	$	242,382			259,547		384,324		416,300		450,879		(46.2	)%
Other Loans Held for Sale (1)		338			2,045		3,120		10,685		9,351		(96.4	)
Other Real Estate		81,636			101,533		110,757		112,629		126,640		(35.5	)
Non-performing Assets		324,356			363,125		498,201		539,614		586,870		(44.7	)
Allowance for Loan Losses		269,376			277,783		300,871		307,560		318,612		(15.5	)
Net Charge-Offs - Quarter		12,250			35,371		15,181		25,116		23,030		(46.8	)
Net Charge-Offs - YTD		62,802			50,552		15,181		135,443		110,327		(43.1	)
Net Charge-Offs / Average Loans - Quarter (2)		0.24	%		0.69		0.30		0.51		0.47
Non-performing Loans / Loans		1.18			1.27		1.91		2.08		2.29
Non-performing Assets / Loans, Other Loans Held for Sale & ORE		1.57			1.77		2.46		2.67		2.96
Allowance / Loans		1.31			1.36		1.49		1.53		1.62
Allowance / Non-performing Loans		111.14			107.03		78.29		73.88		70.66
Allowance / Non-performing Loans (3)		176.47			177.62		100.16		95.43		91.84
Past Due Loans over 90 days and Still Accruing	$	4,067			4,798		6,563		4,489		4,738		(14.2	)%
As a Percentage of Loans Outstanding		0.02	%		0.02		0.03		0.02		0.02
Total Past Dues Loans and Still Accruing	$	72,712			60,428		75,038		72,600		78,906		(7.8	)
As a Percentage of Loans Outstanding		0.35	%		0.30		0.37		0.36		0.40
Accruing Troubled Debt Restructurings (TDRs)	$	408,737			444,108		495,390		556,410		574,236		(28.8	)

(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)

	September 30, 2014			December 31, 2013		September 30, 2013
Tier 1 Capital	$	2,553,765			2,351,493		2,292,758
Total Risk-Based Capital		3,005,346			2,900,865		2,835,108
Tier 1 Capital Ratio		11.19	%		10.54		10.55
Tier 1 Common Equity Ratio		10.60			9.93		9.93
Total Risk-Based Capital Ratio		13.17			13.00		13.04
Tier 1 Leverage Ratio		9.85			9.13		8.96
Common Equity as a Percentage of Total Assets (2)		11.13			10.77		10.70
Tangible Common Equity as a Percentage of Tangible Assets (3)		11.04			10.68		10.61
Tangible Common Equity as a Percentage of Risk Weighted Assets (3)		12.82			12.53		12.78
Book Value Per Common Share (4)(5)		21.22			20.32		20.21
Tangible Book Value Per Common Share (3)(5)		21.03			20.12		20.00

(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. impact of unexercised tangible equity units (tMEDs).

EX-99.3

Exhibit 99.3