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 18, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On July 18, 2017, Synovus Financial Corp. (the “Company”) issued a press release announcing the Company’s financial results for the three and six month period ended June 30, 2017.

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 period ended June 30, 2017 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 18, 2017, 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 18, 2017.

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 18, 2017
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 18, 2017	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
Lee Underwood Media Relations (706) 644-0528	Bob May Investor Relations (706) 649-3555

Synovus Announces Earnings for the Second Quarter 2017

Diluted Earnings per Share of $0.60, up 29.6% vs. 2Q16

COLUMBUS, Ga., July 18, 2017 – Synovus Financial Corp. (NYSE: SNV) today reported financial results for the quarter ended June 30, 2017.

Second Quarter Highlights

• Net income available to common shareholders was $73.4 million or $0.60 per diluted share as compared to $69.3 million or $0.56 per diluted share for the first quarter 2017 and $57.9 million or $0.46 per diluted share for the second quarter 2016.

• Return on average assets was 1.00%, up 4 basis points from the previous quarter and up 17 basis points from the second quarter 2016.

• Return on average common equity was 10.34%, up 37 basis points from the previous quarter and up 208 basis points from the second quarter 2016.

• Total average loans grew $314.0 million or 5.2% annualized from the previous quarter and $1.42 billion or 6.2% as compared to the second quarter 2016.

• Total average deposits grew $72.9 million or 1.2% annualized from the previous quarter and $1.38 billion or 5.9% as compared to the second quarter 2016.

• Credit quality metrics remained favorable with a non-performing asset ratio of 73 basis points, down 4 basis points from the previous quarter and down 8 basis points from the second quarter 2016.

• Total revenues¹ were $319.8 million, up $15.7 million or 5.2% from the previous quarter and 10.5% from the second quarter 2016.

• Net interest margin was 3.51%, up 9 basis points from the previous quarter and up 24 basis points from the second quarter 2016.

• Efficiency ratio² of 59.90% improved from 64.84% the previous quarter and 65.11% in the second quarter 2016.

“We are pleased with our second quarter performance, highlighted by a 30 percent year-over-year increase in earnings per share,” said Kessel Stelling, Synovus chairman and CEO. “Profitability continued to improve as we delivered a 1 percent return on assets and an efficiency ratio below 60 percent for the quarter. We also celebrated being named ‘Most Reputable Bank’ by American Banker magazine and the Reputation Institute. Our team is honored by this recognition from both customers and non-customers, and further energized about our transition to a unified Synovus brand in 2018.”

¹  Consist of net interest income and non-interest income excluding net investment securities gains.

²  Non-interest expense as a percentage of the sum of net interest income (fully taxable equivalent basis) and non-interest income excluding net investment securities gains/losses.

Balance Sheet

• Total loans ended the quarter at $24.43 billion, up $172.0 million or 2.8% annualized from the previous quarter and up $1.37 billion or 5.9% as compared to the second quarter 2016.

• Commercial and industrial loans grew by $10.1 million or 0.3% annualized from the previous quarter and $795.5 million or 7.3% as compared to the second quarter 2016.

• Consumer loans grew by $207.2 million or 16.3% annualized from the previous quarter and $666.0 million or 14.4% as compared to the second quarter 2016.

• Commercial real estate loans declined by $45.0 million or 2.4% annualized from the previous quarter and declined $93.4 million or 1.2% as compared to the second quarter 2016.

• Total average loans were $24.35 billion, up $314.0 million or 5.2% annualized from the previous quarter and $1.42 billion or 6.2% as compared to the second quarter 2016.

• Total average deposits were $24.99 billion, up $72.9 million or 1.2% annualized from the previous quarter and $1.38 billion or 5.9% as compared to the second quarter 2016.

• Average core transaction deposits³ grew $261.3 million or 5.8% annualized from the previous quarter and $1.56 billion or 9.3% as compared to the second quarter 2016.

Core Performance

• Total revenues¹ were $319.8 million, up $15.7 million or 5.2% from the previous quarter and 10.5% from the second quarter 2016.

• Net interest income was $251.1 million, up $11.2 million or 4.7% from the previous quarter and 13.4% from the second quarter 2016.

• Net interest margin was 3.51%, up 9 basis points from the previous quarter. Yield on earning assets was 3.99%, up 11 basis points from the previous quarter, and the effective cost of funds was 0.48%, up 2 basis points from the previous quarter.

• Total non-interest income was $68.7 million, down $3.2 million or 4.4% compared to the previous quarter and up 1.2% from second quarter 2016.

• Adjusted non-interest income was $70.1 million, up $4.1 million or 6.2% from the previous quarter and up 3.4% as compared to the second quarter 2016.

• Core banking fees⁴ were $34.2 million, up $1.5 million or 4.6% from the previous quarter and 1.3% from the second quarter 2016.

• Fiduciary and asset management fees, brokerage revenue, and insurance revenues were $20.8 million, up $114 thousand or 0.5% from the previous quarter and 5.0% from the second quarter 2016.

• Mortgage banking income was $5.8 million, unchanged from the previous quarter and down 2.6% from the second quarter 2016.

• Total non-interest expense was $191.7 million, down $5.6 million or 2.9% from the previous quarter and up 1.7% from the second quarter 2016.

• First quarter 2017 and second quarter 2016 included restructuring charges of $6.5 million and $5.8 million, respectively.

• Adjusted non-interest expense was $191.4 million, up $837 thousand or 0.4% from the previous quarter and 5.0% from the second quarter 2016.

³  Consist of non-interest bearing, NOW/Savings, and money market deposits excluding SCMs and brokered deposits.

⁴  Include service charges on deposit accounts, bankcard fees, letter of credit fees, ATM fee income, line of credit non-usage fees, gains from sales of government guaranteed loans, and miscellaneous other service charges.

• Employment expense of $105.2 million decreased $2.0 million or 1.8% from the previous quarter and increased 8.4% from the second quarter 2016.

• Occupancy and equipment expense of $29.9 million increased $602 thousand or 2.1% from the previous quarter and 11.8% from the second quarter 2016.

• Other expenses of $56.6 million decreased $4.3 million or 7.0% from the previous quarter and decreased 12.6% from the second quarter 2016.

• Efficiency ratio² was 59.90% as compared to 64.84% in the previous quarter and 65.11% in the second quarter 2016.

• Adjusted efficiency ratio was 59.56% as compared to 62.25% in the previous quarter and 63.00% in the second quarter 2016.

Credit Quality

• Non-performing loans were $159.3 million at June 30, 2017, up $951 thousand from March 31, 2017 and up $5.2 million from June 30, 2016. The non-performing loan ratio was 0.65% at June 30, 2017, unchanged compared to March 31, 2017 and down from 0.67% at June 30, 2016.

• Total non-performing assets were $178.9 million at June 30, 2017, down $8.3 million from March 31, 2017 and down $8.4 million from June 30, 2016. The non-performing asset ratio was 0.73% at June 30, 2017, as compared to 0.77% at March 31, 2017 and 0.81% at June 30, 2016.

• Net charge-offs were $15.7 million in the second quarter 2017, up $8.8 million from $6.9 million in the previous quarter and up $9.5 million from $6.1 million in the second quarter 2016. The annualized net charge-off ratio was 0.26% in the second quarter as compared to 0.12% in the previous quarter and 0.11% in the second quarter 2016.

• Total delinquencies (consisting of loans 30 or more days past due and still accruing) remained low at 0.27% of total loans at June 30, 2017 as compared to 0.26% at March 31, 2017 and 0.24% at June 30, 2016.

Capital Ratios

• Ratios reflect repurchase of $30.2 million in common stock during the second quarter 2017.

• Common Equity Tier 1 ratio was 10.02% at June 30, 2017 compared to 9.86% at March 31, 2017.

• Tier 1 Capital ratio was 10.36% at June 30, 2017 compared to 10.18% at March 31, 2017.

• Total Risk Based Capital ratio was 12.24% at June 30, 2017 compared to 12.09% at March 31, 2017.

• Tier 1 Leverage ratio was 9.29% at June 30, 2017 compared to 9.13% at March 31, 2017.

• Tangible Common Equity ratio was 9.15% at June 30, 2017 compared to 9.04% at March 31, 2017.

Second Quarter Earnings Conference Call

Synovus will host an earnings highlights conference call at 8:30 a.m. EDT on July 18, 2017. 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 investor.synovus.com/event. The replay will be archived for 12 months and will be available 30-45 minutes after the call.

Synovus Financial Corp.

Synovus Financial Corp. is a financial services company based in Columbus, Georgia, with approximately $31 billion in assets. Synovus provides commercial and retail banking, investment, and mortgage services through 248 branches in Georgia, Alabama, South Carolina, Florida, and Tennessee. Synovus Bank, a wholly owned subsidiary of Synovus, was recognized as the “Most Reputable Bank” by American Banker and the Reputation Institute in 2017, and was named “Best Regional Bank, Southeast” by MONEY Magazine for 2016-17. Synovus is on the web at synovus.com, on Twitter @synovus, and on LinkedIn at http://linkedin.com/company/synovus.

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 regarding deposits, loan growth and the net interest margin; expectations on our growth strategy, expense initiatives, strategic transactions, our brand initiatives, capital management and future profitability; expectations on credit trends and key credit metrics; 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, 2016 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 average core transaction deposits; adjusted non-interest income; adjusted non-interest expense; adjusted efficiency ratio; tangible common equity ratio; and common equity Tier 1 (CET1) ratio (fully phased-in) 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; total non-interest income; total non-interest expense; efficiency ratio; return on average common equity and total shareholders’ equity to total assets ratio, respectively.

Synovus believes that these non-GAAP financial measures provide meaningful additional information about Synovus to assist management, investors, and bank regulators in evaluating Synovus’ operating results, financial strength and capitalization, and the performance of its business and the strength of its capital position, but they have inherent limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP. Average core transaction deposits are a measure used by management to evaluate organic growth of deposits and the quality of deposits as a funding source. Adjusted non-interest income is a measure utilized by management to measure non-interest income exclusive of net investment securities gains and decrease in fair value of private equity investments, net. Adjusted non-interest expense and the adjusted efficiency ratio are measures utilized by management to measure the success of expense management initiatives focused on reducing recurring controllable operating costs. The tangible common equity ratio and common equity Tier 1 (CET1) ratio (fully phased-in) are used by management and bank regulators to assess the strength of our capital position. These non-GAAP financial measures should be considered as additional views of the way our financial measures are affected by significant items and other factors, and since they are not required to be uniformly applied, they may not be comparable to other similarly titled measures at other companies and should not be considered as substitutes for total average deposits; total non-interest income; total non-interest expense; efficiency ratio; return on average common equity and total shareholders’ equity to total assets ratio determined in accordance with GAAP and may not be comparable to other similarly titled measures at other companies.

The computations of average core transaction deposits; adjusted non-interest income; adjusted non-interest expense; adjusted efficiency ratio; tangible common equity ratio; and common equity Tier 1 (CET1) ratio (fully phased-in) and the reconciliation of these measures total average deposits; total non-interest income; total non-interest expense; efficiency ratio; return on average common equity; and total shareholders’ equity to total assets ratio are set forth in the tables below.

Reconciliation of Non-GAAP Financial Measures

(dollars in thousands)	2Q17			1Q17			2Q16
Average Core Transaction Deposits
Total average deposits	$	24,991,708			24,918,855			23,608,027
Subtract: Average brokered deposits		(1,379,559	)		(1,380,786	)		(1,337,001	)
Subtract: Average time deposits excluding average SCM time deposits		(3,151,333	)		(3,151,888	)		(3,141,621	)
Subtract: Average state, county, and municipal (SCM) deposits		(2,051,646	)		(2,238,324	)		(2,280,038	)
Average core transaction deposits	$	18,409,170			18,147,857			16,849,367
Adjusted Non-interest Income
Total non-interest income	$	68,701			71,839			67,886
Subtract/add: Investment securities gains (losses), net		1			(7,668	)		—
Subtract/add: (Decrease) increase in fair value of private equity investments, net		1,352			1,814			(113	)
Adjusted non-interest income	$	70,054			65,985			67,773
Adjusted Non-interest Expense
Total non-interest expense	$	191,747			197,388			188,611
Subtract: Restructuring charges		(13	)		(6,511	)		(5,841	)
Subtract: Fair value adjustment to Visa derivative		—			—			(360	)
Subtract: Merger-related expense		—			(86	)		—
Subtract: Amortization of intangibles		(292	)		(183	)		—
Adjusted non-interest expense	$	191,442		$	190,608			182,410
Adjusted Efficiency Ratio
Adjusted non-interest expense	$	191,442			190,608			182,410
Net interest income		251,097			239,927			221,449
Add: Tax equivalent adjustment		298			309			329
Add: Total non-interest income		68,701			71,839			67,886
Subtract/add: Decrease (increase) in fair value of private equity investments, net		1,352			1,814			(113	)
Subtract/add: Investment securities gains (losses), net		1			(7,668	)		—
Total revenues	$	321,449		$	306,221			289,551
Adjusted efficiency ratio		59.56	%		62.25			63.00

Reconciliation of Non-GAAP Financial Measures, continued

(dollars in thousands)	2Q17			1Q17			2Q16
Tangible common equity ratio
Total assets	$	30,687,966			30,679,589			29,459,691
Subtract: Goodwill		(57,092	)		(57,010	)		(24,431	)
Subtract: Other intangible assets, net		(11,843	)		(12,137	)		(228	)
Tangible assets	$	30,619,031			30,610,442			29,435,032
Total shareholders’ equity	$	2,997,947			2,962,127			2,951,659
Subtract: Goodwill		(57,092	)		(57,010	)		(24,431	)
Subtract: Other intangible assets, net		(11,843	)		(12,137	)		(288	)
Subtract: Series C Preferred Stock, no par value		(125,980	)		(125,980	)		(125,980	)
Tangible common equity	$	2,803,032			2,767,000			2,800,960
Tangible common equity ratio		9.15	%		9.04			9.52
Common Equity Tier 1 (CET1) ratio (fully phased-in)
Common Equity Tier 1 (CET1)	$	2,733,823			2,672,649			2,615,939
Adjustment related to capital components		(31,913	)		(39,834	)		(114,751	)
CET1 (fully phased-in)	$	2,701,910			2,632,815			2,501,188
Total risk-weighted assets (fully phased-in)	$	27,528,806			27,332,093			26,363,698
Common Equity Tier 1 (CET1) ratio (fully phased-in)		9.81	%		9.63			9.49

EX-99.2

Exhibit 99.2

Synovus

INCOME STATEMENT DATA

(Unaudited)

(Dollars in thousands, except per share data)

	Six Months Ended June 30,
	2017			2016			Change
Interest income	$	557,911			501,716			11.2	%
Interest expense		66,887			62,073			7.8
Net interest income		491,024			439,643			11.7
Provision for loan losses		18,934			16,070			17.8
Net interest income after provision for loan losses		472,090			423,573			11.5
Non-interest income:
Service charges on deposit accounts		39,593			39,950			(0.9	)
Fiduciary and asset management fees		24,676			22,854			8.0
Brokerage revenue		14,436			13,821			4.4
Mortgage banking income		11,548			11,425			1.1
Bankcard fees		16,438			16,718			(1.7	)
Investment securities gains, net		7,667			67			nm
(Decrease) increase in fair value of private equity investments, net		(3,166	)		(278	)		nm
Other fee income		11,033			10,084			9.4
Other non-interest income		18,314			16,392			11.7
Total non-interest income		140,539			131,033			7.3
Non-interest expense:
Salaries and other personnel expense		212,404			198,419			7.0
Net occupancy and equipment expense		59,264			53,360			11.1
Third-party processing expense		26,223			22,814			14.9
FDIC insurance and other regulatory fees		13,645			13,344			2.3
Professional fees		12,907			13,307			(3.0	)
Advertising expense		11,258			9,761			15.3
Foreclosed real estate expense, net		3,582			7,272			(50.7	)
Earnout liability adjustments		1,707			—			nm
Merger-related expense		86			—			nm
Amortization of intangibles		475			121			292.6
Fair value adjustment to Visa derivative		—			720			nm
Loss on early extinguishment of debt		—			4,735			nm
Litigation settlement expense		—			2,700			nm
Restructuring charges, net		6,524			6,981			(6.5	)
Other operating expenses		41,058			43,310			(5.2	)
Total non-interest expense		389,133			376,844			3.3
Income before income taxes		223,496			177,762			25.7
Income tax expense		75,635			64,773			16.8
Net income		147,861			112,989			30.9
Dividends on preferred stock		5,119			5,119			—
Net income available to common shareholders	$	142,742			107,870			32.3	%
Net income per common share, basic	$	1.17			0.85			37.4	%
Net income per common share, diluted		1.16			0.85			36.5
Cash dividends declared per common share		0.30			0.24			25.0
Return on average assets		0.98	%		0.78			20	bp
Return on average common equity		10.16			7.66			250
Weighted average common shares outstanding, basic		122,251			126,164			(3.1	)%
Weighted average common shares outstanding, diluted		123,042			126,778			(2.9	)

nm - not meaningful

bps - basis points

Synovus

INCOME STATEMENT DATA

(Unaudited)

(In thousands, except per share data)

	2017						2016								2nd Quarter
	Second			First			Fourth			Third			Second		‘17 vs. ‘16
	Quarter			Quarter			Quarter			Quarter			Quarter		Change
Interest income	$	285,510			272,401			264,534			256,554			252,393		13.1	%
Interest expense		34,413			32,474			31,004			30,547			30,944		11.2
Net interest income		251,097			239,927			233,530			226,007			221,449		13.4
Provision for loan losses		10,260			8,674			6,259			5,671			6,693		53.3
Net interest income after provision for loan losses		240,837			231,253			227,271			220,336			214,756		12.1
Non-interest income:
Service charges on deposit accounts		19,820			19,774			20,653			20,822			20,240		(2.1	)
Fiduciary and asset management fees		12,524			12,151			11,903			11,837			11,580		8.2
Brokerage revenue		7,210			7,226			7,009			6,199			7,338		(1.7	)
Mortgage banking income		5,784			5,766			5,504			7,329			5,941		(2.6	)
Bankcard fees		8,253			8,185			8,330			8,269			8,346		(1.1	)
Investment securities gains (losses), net		(1	)		7,668			5,885			59			—		nm
(Decrease) increase in fair value of private equity investments, net		(1,352	)		(1,814	)		(499	)		(249	)		113		nm
Other fee income		6,164			4,868			4,965			5,171			5,280		16.7
Other non-interest income		10,299			8,015			10,256			8,718			9,048		13.8
Total non-interest income		68,701			71,839			74,006			68,155			67,886		1.2
Non-interest expense:
Salaries and other personnel expense		105,213			107,191			101,662			101,945			97,061		8.4
Net occupancy and equipment expense		29,933			29,331			27,867			28,120			26,783		11.8
Third-party processing expense		13,620			12,603			12,287			11,219			11,698		16.4
FDIC insurance and other regulatory fees		6,875			6,770			6,614			6,756			6,625		3.8
Professional fees		7,551			5,355			6,904			6,486			6,938		8.8
Advertising expense		5,346			5,912			4,905			5,597			7,351		(27.3	)
Foreclosed real estate expense, net		1,448			2,134			2,840			2,725			4,588		(68.4	)
Earnout liability adjustments		1,707			—			—			—			—		nm
Merger-related expense		—			86			1,086			550			—		nm
Amortization of intangibles		292			183			400			—			—		nm
Fair value adjustment to Visa derivative		—			—			4,716			360			360		nm
Litigation settlement (recovery) expense		—			—			—			(189	)		—		nm
Restructuring charges, net		13			6,511			42			1,243			5,841		nm
Other operating expenses		19,749			21,312			23,886			21,059			21,366		(7.6	)
Total non-interest expense		191,747			197,388			193,209			185,871			188,611		1.7
Income before income taxes		117,791			105,704			108,068			102,620			94,031		25.3
Income tax expense		41,788			33,847			39,519			37,375			33,574		24.5
Net income		76,003			71,857			68,549			65,245			60,457		25.7
Dividends on preferred stock		2,559			2,559			2,559			2,559			2,559		—
Net income available to common shareholders	$	73,444			69,298			65,990			62,686			57,898		26.9	%
Net income per common share, basic	$	0.60			0.57			0.54			0.51			0.46		29.9	%
Net income per common share, diluted		0.60			0.56			0.54			0.51			0.46		29.6
Cash dividends declared per common share		0.15			0.15			0.12			0.12			0.12		25.0
Return on average assets *		1.00	%		0.96			0.90			0.88			0.83		17	bps
Return on average common equity *		10.34			9.97			9.42			8.89			8.26		208
Weighted average common shares outstanding, basic		122,203			122,300			122,341			122,924			125,100		(2.3	)%
Weighted average common shares outstanding, diluted		123,027			123,059			123,187			123,604			125,699		(2.1	)

nm - not meaningful

bps - basis points

* - ratios are annualized

Synovus

BALANCE SHEET DATA

(Unaudited)

(In thousands, except share data)

	June 30, 2017			December 31, 2016			June 30, 2016
ASSETS
Cash and cash equivalents	$	377,213			395,175			377,334
Interest bearing funds with Federal Reserve Bank		468,148			527,090			904,406
Interest earning deposits with banks		6,012			18,720			24,541
Federal funds sold and securities purchased under resale agreements		46,847			58,060			77,685
Trading account assets, at fair value		3,045			9,314			1,001
Mortgage loans held for sale, at fair value		61,893			51,545			87,824
Investment securities available for sale, at fair value		3,827,058			3,718,195			3,580,359
Loans, net of deferred fees and costs		24,430,512			23,856,391			23,060,908
Allowance for loan losses		(248,095	)		(251,758	)		(255,076	)
Loans, net		24,182,417			23,604,633			22,805,832
Premises and equipment, net		416,364			417,485			424,967
Goodwill		57,092			59,678			24,431
Other intangible assets		11,843			13,223			228
Other real estate		19,476			22,308			33,289
Deferred tax asset, net		320,403			395,356			425,160
Other assets		890,155			813,220			692,634
Total assets	$	30,687,966			30,104,002			29,459,691
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing deposits	$	7,363,476			7,085,804			6,934,443
Interest bearing deposits, excluding brokered deposits		16,387,032			16,183,273			15,495,318
Brokered deposits		1,468,308			1,378,983			1,496,161
Total deposits		25,218,816			24,648,060			23,925,922
Federal funds purchased and securities sold under repurchase agreements		150,379			159,699			247,179
Long-term debt		2,107,245			2,160,881			2,135,892
Other liabilities		213,579			207,438			199,039
Total liabilities		27,690,019			27,176,078			26,508,032
Shareholders’ equity:
Series C Preferred Stock - no par value, 5,200,000 shares outstanding at June 30, 2017, December 31, 2016, and June 30, 2016		125,980			125,980			125,980
Common stock - $1.00 par value. 121,661,092 shares outstanding at June 30, 2017, 122,266,106 shares outstanding at December 31, 2016, and 124,047,659 shares outstanding at June 30, 2016		142,499			142,026			141,008
Additional paid-in capital		3,029,754			3,028,405			2,993,985
Treasury stock, at cost - 20,837,814 shares at June 30, 2017, 19,759,614 shares at December 31, 2016, and 16,959,977 shares at June 30, 2016		(709,944	)		(664,595	)		(573,058	)
Accumulated other comprehensive income (loss)		(47,865	)		(55,659	)		11,005
Retained earnings		457,523			351,767			252,739
Total shareholders’ equity		2,997,947			2,927,924			2,951,659
Total liabilities and shareholders’ equity	$	30,687,966			30,104,002			29,459,691

Synovus

AVERAGE BALANCES AND YIELDS/RATES (1)

(Unaudited)

(Dollars in thousands)

	2017						2016
	Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter
Interest Earning Assets
Taxable investment securities (2)	$	3,844,688			3,841,556			3,643,510			3,544,933			3,529,030
Yield		2.11	%		2.06			1.92			1.83			1.89
Tax-exempt investment securities (2) (4)	$	340			2,730			2,824			2,943			3,491
Yield (taxable equivalent)		6.87	%		5.81			5.82			5.96			6.08
Trading account assets	$	3,667			6,443			6,799			5,493			3,803
Yield		2.28	%		1.72			2.63			0.93			1.27
Commercial loans (3) (4)	$	19,137,733			19,043,384			18,812,659			18,419,484			18,433,638
Yield		4.27	%		4.16			4.05			4.03			4.04
Consumer loans (3)	$	5,215,258			4,992,683			4,911,149			4,720,082			4,497,147
Yield		4.49	%		4.40			4.27			4.30			4.32
Allowance for loan losses	$	(251,219	)		(253,927	)		(253,713	)		(255,675	)		(251,101	)
Loans, net (3)	$	24,101,772			23,782,140			23,470,095			22,883,891			22,679,684
Yield		4.36	%		4.25			4.14			4.14			4.15
Mortgage loans held for sale	$	52,224			46,554			77,652			87,524			72,477
Yield		3.87	%		4.01			3.51			3.32			3.59
Federal funds sold, due from Federal Reserve Bank, and other short-term investments	$	561,503			654,322			982,355			998,565			907,614
Yield		1.00	%		0.77			0.49			0.48			0.47
Federal Home Loan Bank and Federal Reserve Bank stock (5)	$	177,323			170,844			121,079			70,570			77,571
Yield		2.99	%		3.42			3.75			4.99			5.15
Total interest earning assets	$	28,741,517			28,504,589			28,304,314			27,593,919			27,273,670
Yield		3.99	%		3.88			3.73			3.71			3.73
Interest Bearing Liabilities
Interest bearing demand deposits	$	4,837,053			4,784,329			4,488,135			4,274,117			4,233,310
Rate		0.23	%		0.19			0.16			0.16			0.18
Money market accounts	$	7,427,562			7,424,627			7,359,067			7,227,030			7,082,759
Rate		0.32	%		0.31			0.29			0.29			0.31
Savings deposits	$	805,019			909,660			908,725			797,961			746,225
Rate		0.04	%		0.11			0.12			0.07			0.06
Time deposits under $100,000	$	1,202,746			1,215,593			1,229,809			1,248,294			1,262,280
Rate		0.67	%		0.64			0.64			0.64			0.64
Time deposits over $100,000	$	2,040,924			2,029,713			2,014,564			2,030,242			2,016,116
Rate		0.94	%		0.92			0.90			0.88			0.89
Non maturing brokered deposits	$	564,043			619,627			638,779			634,596			451,398
Rate		0.54	%		0.41			0.31			0.29			0.39
Brokered time deposits	$	815,515			761,159			742,153			775,143			885,603
Rate		0.94	%		0.92			0.90			0.88			0.85
Total interest bearing deposits	$	17,692,862			17,744,708			17,381,232			16,987,383			16,677,691
Rate		0.41	%		0.39			0.37			0.37			0.39
Federal funds purchased and securities sold under repurchase agreements	$	183,400			176,854			219,429			247,378			221,276
Rate		0.10	%		0.09			0.08			0.09			0.09
Long-term debt	$	2,270,452			2,184,072			2,190,716			2,114,193			2,279,043
Rate		2.83	%		2.83			2.65			2.71			2.55
Total interest bearing liabilities	$	20,146,714			20,105,634			19,791,377			19,348,954			19,178,010
Rate		0.68	%		0.65			0.62			0.63			0.65
Non-interest bearing demand deposits	$	7,298,845			7,174,146			7,280,033			7,042,908			6,930,336
Effective cost of funds		0.48	%		0.46			0.44			0.44			0.46
Net interest margin		3.51	%		3.42			3.29			3.27			3.27
Taxable equivalent adjustment	$	298			309			322			330			329

(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

NON-PERFORMING LOANS COMPOSITION

(Unaudited)

(Dollars in thousands)

Loan Type	Total Non-performing Loans June 30, 2017		Total Non-performing Loans March 31, 2017		2Q17 vs. 1Q17 % change (1)			Total Non-performing Loans June 30, 2016		2Q17 vs. 2Q16 % change
Multi-Family	$	1,621		1,556		16.8	%	$	4,070		nm
Hotels		376		323		65.8			5,052		(92.6	)%
Office Buildings		326		185		305.7			2,563		(87.3	)
Shopping Centers		161		—		nm			358		nm
Warehouses		41		226		(328.3	)		1,128		(96.4	)
Other Investment Property		1,187		750		233.7			580		104.7
Total Investment Properties		3,712		3,040		88.7			13,751		(73.0	)
1-4 Family Construction		—		306		(401.1	)		304		(100.0	)
1-4 Family Investment Mortgage		8,535		8,497		1.8			7,994		6.8
Total 1-4 Family Properties		8,535		8,803		(12.2	)		8,298		2.9
Commercial Development		269		205		125.2			398		(32.4	)
Residential Development		5,585		9,033		(153.1	)		9,571		(41.6	)
Land Acquisition		5,077		5,114		(2.9	)		7,610		(33.3	)
Land and Development		10,931		14,352		(95.6	)		17,579		(37.8	)
Total Commercial Real Estate		23,178		26,195		(46.2	)		39,628		(41.5	)
Commercial, Financial, and Agricultural		69,550		60,381		60.9			55,821		24.6
Owner-Occupied		24,918		26,564		(24.9	)		17,118		45.6
Total Commercial & Industrial		94,468		86,945		34.7			72,939		29.5
Home Equity Lines		20,648		22,918		(39.7	)		16,912		22.1
Consumer Mortgages		18,035		19,874		(37.1	)		21,895		(17.6	)
Credit Cards		—		—		nm			—		nm
Other Consumer Loans		2,988		2,434		91.3			2,698		10.7
Total Consumer		41,671		45,226		(31.5	)		41,505		0.4
Total	$	159,317		158,366		2.4	%	$	154,072		3.4	%

(1) Percentage change is annualized.

LOANS OUTSTANDING BY TYPE COMPARISON

(Unaudited)

(Dollars in thousands)

Loan Type	Total Loans June 30, 2017			Total Loans March 31, 2017			2Q17 vs. 1Q17 % change (1)			Total Loans June 30, 2016			2Q17 vs. 2Q16 % change
Multi-Family	$	1,724,917			1,638,250			21.2	%	$	1,528,191			12.9	%
Hotels		835,110			794,685			20.4			746,397			11.9
Office Buildings		1,567,984			1,581,460			(3.4	)		1,559,631			0.5
Shopping Centers		864,868			902,954			(16.9	)		926,147			(6.6	)
Warehouses		467,369			504,619			(29.6	)		535,889			(12.8	)
Other Investment Property		575,415			594,084			(12.6	)		554,715			3.7
Total Investment Properties		6,035,663			6,016,052			1.3			5,850,970			3.2
1-4 Family Construction		198,419			203,151			(9.3	)		208,871			(5.0	)
1-4 Family Investment Mortgage		637,201			658,120			(12.7	)		758,463			(16.0	)
Total 1-4 Family Properties		835,620			861,271			(11.9	)		967,334			(13.6	)
Commercial Development		59,299			58,537			5.2			69,691			(14.9	)
Residential Development		118,032			130,653			(38.7	)		160,446			(26.4	)
Land Acquisition		365,657			392,710			(27.6	)		459,254			(20.4	)
Land and Development		542,988			581,900			(26.8	)		689,391			(21.2	)
Total Commercial Real Estate		7,414,271			7,459,223			(2.4	)		7,507,695			(1.2	)
Commercial, Financial, and Agricultural		7,000,573			7,056,032			(3.2	)		6,596,835			6.1
Owner-Occupied		4,750,335			4,684,734			5.6			4,358,595			9.0
Total Commercial & Industrial		11,750,908			11,740,766			0.3			10,955,430			7.3
Home Equity Lines		1,563,167			1,587,102			(6.0	)		1,657,109			(5.7	)
Consumer Mortgages		2,470,665			2,350,730			20.5			2,132,114			15.9
Credit Cards		225,900			224,349			2.8			236,034			(4.3	)
Other Consumer Loans		1,031,639			922,018			47.7			600,153			71.9
Total Consumer		5,291,371			5,084,199			16.3			4,625,410			14.4
Unearned Income		(26,038	)		(25,720	)		5.0			(27,627	)		(5.8	)
Total	$	24,430,512			24,258,468			2.8	%	$	23,060,908			5.9	%

(1) Percentage change is annualized.

Synovus

CREDIT QUALITY DATA

(Unaudited)

(Dollars in thousands)

	2017					2016						2nd Quarter
	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter		‘17 vs. ‘16 Change
Non-performing Loans	$	159,317			158,366		153,378		148,155		154,072		3.4	%
Impaired Loans Held for Sale (1)		127			8,442		—		2,473		—		nm
Other Real Estate		19,476			20,425		22,308		28,438		33,289		(41.5	)
Non-performing Assets		178,920			187,233		175,686		179,066		187,361		(4.5	)
Allowance for loan losses		248,095			253,514		251,758		253,817		255,076		(2.7	)
Net Charge-Offs - Quarter		15,678			6,919		8,319		6,930		6,133		155.6
Net Charge-Offs - YTD		22,597			6,919		28,739		20,420		13,490		67.5
Net Charge-Offs / Average Loans - Quarter (2)		0.26	%		0.12		0.14		0.12		0.11
Net Charge-Offs / Average Loans - YTD (2)		0.19			0.12		0.12		0.12		0.12
Non-performing Loans / Loans		0.65			0.65		0.64		0.64		0.67
Non-performing Assets / Loans, Other Loans Held for Sale & ORE		0.73			0.77		0.74		0.77		0.81
Allowance / Loans		1.02			1.05		1.06		1.09		1.11
Allowance / Non-performing Loans		155.72			160.08		164.14		171.32		165.56
Allowance / Non-performing Loans (3)		217.07			204.94		202.01		198.94		195.25
Past Due Loans over 90 days and Still Accruing	$	4,550			2,777		3,135		5,358		5,964		(23.7	)
As a Percentage of Loans Outstanding		0.02	%		0.01		0.01		0.02		0.03
Total Past Due Loans and Still Accruing	$	66,788			62,137		65,106		61,781		55,716		19.9
As a Percentage of Loans Outstanding		0.27	%		0.26		0.27		0.27		0.24
Accruing Troubled Debt Restructurings (TDRs)	$	167,395			172,421		195,776		201,896		205,165		(18.4	)

(1) Represent only impaired loans that have been specifically identified to be sold. Impaired loans held for sale are carried at the lower of cost or fair value, less costs to sell, based primarily on estimated sales proceeds net of selling costs.

(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, 2017			December 31, 2016		June 30, 2016
Tier 1 Capital	$	2,827,892			2,685,880		2,627,574
Total Risk-Based Capital		3,338,707			3,201,268		3,146,898
Common Equity Tier 1 Ratio (transitional)		10.02	%		9.96		10.01
Common Equity Tier 1 Ratio (fully phased-in)		9.81			9.51		9.49
Tier 1 Capital Ratio		10.36			10.07		10.06
Total Risk-Based Capital Ratio		12.24			12.01		12.05
Tier 1 Leverage Ratio		9.29			8.99		9.10
Common Equity as a Percentage of Total Assets (2)		9.36			9.31		9.59
Tangible Common Equity as a Percentage of Tangible Assets (3)		9.15			9.09		9.52
Tangible Common Equity as a Percentage of Risk Weighted Assets (3)		10.27			10.24		10.72
Book Value Per Common Share (4)	$	23.61			22.92		22.78
Tangible Book Value Per Common Share (3)		23.04			22.32		22.58

(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.

EX-99.3

Exhibit 99.3

Second Quarter 2017 Results
July 18, 2017

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, statements on (1) future loan growth; (2) future deposit growth and loan to deposit ratios; (3) future net interest income and net interest margin; (4) future adjusted non-interest income; (5) future non-interest expense levels and e?ciency ratios; (6) future credit trends and key metrics; (7) future e?ective tax rates; (8) our strategy and initiatives for future growth, capital management, strategic transactions, our brand initiative and ?nancial planning; (9) our expectations regarding the approval and closing of certain transactions, and (10) our assumptions underlying these 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 di?erent 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 di?er materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to di?er materially from those contemplated by the forward-looking statements in this presentation. 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, 2016 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: return on average tangible common equity (ROATCE); average core transaction deposits; cost of interest bearing core deposits; adjusted non-interest income; adjusted non-interest expense; adjusted efficiency ratio; tangible common equity ratio; and common equity Tier 1 (CET1) ratio (fully phased-in). The most comparable GAAP measures to these measures are return on average common equity; total average deposits; effective cost of funds; total non-interest income; total non-interest expense; efficiency ratio; total shareholders’ equity to total assets ratio; and CET1 ratio, respectively. Management uses these non-GAAP financial measures to assess the performance of Synovus’ business and the strength of its capital position. Management believes that these non-GAAP financial measures provide meaningful additional information about Synovus to assist management, investors, and bank regulators in evaluating Synovus’ operating results, financial strength, the performance of its business and the strength of its capital position. However, these non-GAAP financial measures have inherent limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of operating results or capital position as reported under GAAP. The non-GAAP financial measures should be considered as additional views of the way our financial measures are affected by significant items and other factors, and since they are not required to be uniformly applied, they may not be comparable to other similarly titled measures at other companies. Return on average tangible common equity is a measure used by management to compare Synovus’ performance with other financial institutions because it calculates the return available to common shareholders without the impact of intangible assets and their related amortization, thereby allowing management to evaluate the performance of the business consistently. Average core transaction deposits is a measure used by management to evaluate organic growth of deposits and the quality of deposits as a funding source. The cost of interest bearing core deposits is a measure used to evaluate the cost of deposits as a funding source exclusive of brokered deposits and non-interest bearing deposits. Adjusted non-interest income is a measure used by management to evaluate non-interest income exclusive of net investment securities gains/losses and changes in fair value of private equity investments, net. Adjusted non-interest expense and the adjusted efficiency ratio are measures utilized by management to measure the success of expense management initiatives focused on reducing recurring controllable operating costs. Tangible common equity ratio and common equity Tier 1 (CET1) ratio (fully phased-in) are used by management and bank regulators to assess the strength of our capital position. The computations of the non-GAAP financial measures used in this slide presentation are set forth in the Appendix to this slide presentation.
2

2Q17: Broad-based improvement
9.97% 10.34%
$0.60 1.00% 8.26%
$0.56 0.96%
$0.46
0.83%
29.6% 17 b.p.s 208 b.p.s YoY YoY YoY
2Q16 1Q17 2Q17 2Q16 1Q17 2Q17 2Q16 1Q17 2Q17
Diluted EPS Return on Average Assets Return on Average Common Equity
Balance Sheet Growth & Credit Quality
(in billions) (in billions)
$24.92 $24.99
0.81%
$24.35
$24.04 0.77%
$23.61 0.73%
$22.93
6.2% 5.9% 8 b.p.s YoY YoY YoY
2Q16 1Q17 2Q17 2Q16 1Q17 2Q17 2Q16 1Q17 2Q17
Total Average Loans Total Average Deposits NPA Ratio
Improving Profitability
(in millions) 3.51% $319.8 65.11% 64.84% $304.1 3.42% $289.3
59.90%
10.5% 24 b.p.s 521 b.p.s
3.27%
YoY YoY YoY
2Q16 1Q17 2Q17 2Q16 1Q17 2Q17 2Q16 1Q17 2Q17
Total Revenues(1) Net Interest Margin Effciency Ratio(2)
(1) Consists of net interest income and non-interest income excluding net investment securities gains.
(2) Non-interest expense as a percentage of the sum of net interest income (fully taxable equivalent basis) and non-interest income excluding net investment securities gains/losses. 3

(1)
Loans grew 2.8%    vs. 1Q17 and 5.9% vs. 2Q16
Total Loans
(in billions)
$24.26 $24.43 Sequential quarter growth of $172.0
$23.06
11.73 11.74 .8%(1) vs.
10.96 million or 2 1Q17
C&I up $10.1 million or 0.3%(1)
Consumer up $207.2 million or 16.3%(1)
47.5% 48.1%
CRE down $45.0 million or 2.4%(1)
Year-over-year growth of $1.37 billion or
5.28 5.9%
4.63 5.08
20.0% 21.6% C&I up $795.5 million or 7.3%
Consumer up $666.0 million or 14.4%
7.51 7.45 7.41 • CRE down $93.4 million or 1.2%
32.5% 30.3% Total average loans growth of $314.0 million or 5.2%(1) vs. 1Q17 and $1.42 billion or 6.2% vs. 2Q16
2Q16 1Q17 2Q17
(in millions)
Sequential quarter $302.7 $402.1 $172.0 loan growth:
CRE Consumer C&I
(1) Annualized
4

(1)
Average deposits grew 1.2% vs. 1Q17 and 5.9% vs. 2Q16
Total Average Deposits
(in billions)
$24.92 $24.99 2Q17 total average deposits of $24.99 billion
$23.61 1.38 (2) 1.38(2) increased $72.9 million or 1.2%(1) vs. 1Q17
1.34(2) 2.05
2.24
Average core transaction deposits(3) of $18.41
2.28
3.15 billion increased $261.3 million or 5.8%(1) vs. 1Q17
3.15
3.14
2Q17 total average deposits increased $1.38 billion or 5.9% vs. 2Q16
Average core transaction deposits(3) increased $1.56 billion or 9.3% vs. 2Q16
Strong deposit growth vs. prior year while
18.15 18.41
16.85 deposit costs remain stable
2Q16 1Q17 2Q17
(3)
Core transaction deposits Time SCM Brokered
(1) Annualized
(2) Effective 2Q16, brokered deposits reflect the addition of a bank deposit sweep product offered to Synovus Securities customers. Average balances of these accounts totaled $332.8 million, $331.1 million, and                $139.3 million for 2Q17, 1Q17, and 2Q16, respectively. 5 (3) Core transaction accounts consist of non-interest bearing, NOW/savings, and money market deposits excluding SCM deposits. Non-GAAP financial measure; see appendix for applicable reconciliation.

Net interest income grew 4.7% vs. 1Q17 and 13.4% vs. 2Q16
(dollars in millions) $251.1 Net interest income of $251.1 million increased $239.9 $11.2 million or 4.7% vs. 1Q17 and 13.4% vs. 2Q16 Net interest margin of 3.51% up 9 b.p.s vs. 1Q17 and $221.4 24 b.p.s vs. 2Q16
3.51%
3.42% Yield on earning assets of 3.99% up 11 b.p.s from 1Q17 and 26 b.p.s vs. 2Q16
- Yield on loans of 4.36% up 11 b.p.s from 1Q17
3.27%
- Yield on investment securities of 2.11% up 4 b.p.s from 1Q17
Effective cost of funds of 0.48%(1) up 2 b.p.s from both 1Q17 and 2Q16
- Cost of interest bearing core deposits(2) of 0.38% up
2Q16 1Q17 2Q17
2 b.p.s from 1Q17
Net Interest Income Net Interest Margin
(1) See slide 16 in the appendix for applicable calculation.
(2) Non-GAAP measure; see appendix for applicable reconciliation.
6

Non-interest income down 4.4% vs. 1Q17 and up 1.2% vs. 2Q16
(in millions)
Total Non-Interest Income
2Q17 total non-interest income of $68.7 million
$71.8
$68.7 decreased $3.2 million or 4.4% vs. 1Q17 and
$67.8
12.7 increased 1.2% vs. 2Q16
8.3 7.9
1Q17 other income included net investment
5.8
5.9 5.8 securities gains of $7.7 million
2Q17 and 1Q17, and 2Q16 other income includes
19.8 20.8
20.7 net (losses) gains from private equity investments and tax credits of ($1.4 million),
($2.6 million), and $800 thousand, respectively
Adjusted non-interest income(1) of $70.1 million increased $4.1 million or 6.2% vs. 1Q17 and
33.8 32.7 34.2 increased 3.4% vs. 2Q16
Experienced growth in fiduciary/asset management revenues and gains from sales of government 2Q16 1Q17 2Q17 guaranteed loans
Other income
Mortgage banking income
Fiduciary/asset management, brokerage, and insurance revenues Core banking fees(2)
(1) Adjusted non-interest income: 2Q16 amount reflects reclassifications to conform to current year presentation. Decreases/increases in fair value of private equity investments, net are now excluded from adjusted non-interest                income (2Q16 totaled $113 thousand increase). See slide 17 in appendix for additional information. Non-GAAP financial measure; see appendix for applicable reconciliation.
(2) Include service charges on deposit accounts, bankcard fees, letter of credit fees, ATM fee income, line of credit non-usage fees, gains from sales of government guaranteed loans, and miscellaneous other service charges. 7

Efficiency ratio(1)    improved to 59.90%
(dollars in millions)
2Q17 total non-interest expense of $197.4 $191.7 million decreased $5.6 million or .4 2.9% vs. 1Q17 and increased 1.7% vs.
$182
2Q16
1Q17 and 2Q16 included restructuring charges
65.11% 64.84% of $6.5 million and $5.8 million, respectively
59.90% 2Q17 adjusted non-interest expense(2) of $191.4 million increased $837 thousand
63.00% 62.25% or 0.4% vs. 1Q17 and 5.0% vs. 2Q16
59.56%
Continue to generate positive operating leverage
2Q16 1Q17 2Q17
2Q17 efficiency ratio(1) of 59.90%;
Headcount: 4,381 4,460 4,457
improved from 65.11% in 2Q16
Total Non-interest Expense • Adjusted efficiency ratio(3) of 59.56%; (2) improved from 63.00% in 2Q16
Adjusted Non-interest Expense Ratio(1)
Efficiency Ratio(3)
(1) Non-interest expense as a percentage of the sum of net interest income (fully taxable equivalent basis) and non-interest income excluding net investment securities gains/losses. (2) Adjusted non-interest expense: See slide 18 in appendix for additional information. Non-GAAP financial measure; see appendix for applicable reconciliation.
(3) Adjusted efficiency ratio: 2016 ratios reflect changes to conform to current year presentation. Foreclosed real estate expense and other credit costs are now included in the calculation of the adjusted efficiency ratio, and (decrease) 8                increase in fair value of private equity investments, net is excluded from the calculation. See slide 18 in appendix for additional information. Non-GAAP financial measure; see appendix for applicable reconciliation.

Credit quality metrics continue to be favorable
(dollars in millions)
NPA, NPL, and Past Due Ratios Net charge-offs(2)
0.90%
0.81%
0.77% 0.77%
0.80% 0.74% 0.73% 0.30%
$15.7
0.70%
0.67% 0.26%
0.60% 0.64% 0.64% 0.65% 0.65%
0.50%
0.40% 0.15% $8.3
$6.1 $6.9 $6.9
0.30% 0.14%
0.11% 0.12% 0.12%
0.20% 0.27% 0.27% 0.26% 0.27%
0.24%
0.10%
2Q16 3Q16 4Q16 1Q17 2Q17 0.00%
2Q16 3Q16 4Q16 1Q17 2Q17
(1)
NPA Ratio NPL Ratio Total Past Dues > 30 Days Ratio
Provision Expense Allowance for Loan Losses
$12 $260 1.11% 1.09% 1.06% 1.05% 1.02% $255.1 $253.8 $251.8 $253.5 $248.1
$10.3
$8.7
$6 $6.7 $130
$6.3
$5.7
$0 $0
2Q16 3Q16 4Q16 1Q17 2Q17 2Q16 3Q16 4Q16 1Q17 2Q17
(1) Excludes impaired loans held for sale. (2) Net charge-off ratio is as a percentage of average total loans, annualized.
9

Maintaining strong capital ratios
2Q16 1Q17 2Q17
Common equity Tier 1 ratio 10.01 % 9.86 10.02 (1)
(1)
Tier 1 capital ratio 10.06 10.18 10.36
(1)
Total risk-based capital ratio 12.05 12.09 12.24 Leverage ratio 9.10 9.13 9.29 Tangible common equity ratio(2) 9.52 9.04 9.15 Disallowed deferred tax asset(3) (in millions) $282.2 182.9 143.4
2Q17 common equity Tier 1 ratio on a fully phased-in basis estimated at 9.81%(1)(2)
Completed $30.2 million in common share repurchases during the quarter and $15.1 million during the previous quarter
(1) Preliminary (2) Non-GAAP financial measure; see appendix for applicable reconciliation. (3) Tier 1 capital disallowed deferred tax asset; CET1 disallowed deferred tax asset is $114.7 million at June 30, 2017 (80% of total disallowed DTA) compared to $146.3 million at March 31, 2017 and $169.3 million at June 30, 2016 (60% of total disallowed DTA). 10

2017 Outlook
Metric June 2017 YTD Results Current 2017 Outlook
Average loan growth 6.3% 5% to 7%
Balance Sheet
Average total deposit growth 6.6% 5% to 7%
Net interest income growth(1) 11.7% 12% to 14%
Revenue
Adjusted non-interest income(2) growth 3.7% 2% to 4%
Non-interest Total non-interest expense growth 3.3% 2% to 4%
Expense and
Taxes Effective tax rate 33.8% 34% to 35%
Net charge-off ratio 19 b.p.s 15 to 20 b.p.s
Credit and Capital
Share repurchases $45.3 million Up to $200 million
(1) Assumes no further changes in interest rates
(2) Non-GAAP financial measure; see appendix for applicable reconciliation. 11

Appendix

Condensed Income Statement
(in thousands, except per share data) 2Q17 1Q17 2Q16
Net interest income $251,097 $239,927 $221,449 Adjusted non-interest income* 70,054 65,985 67,773 Adjusted non-interest expense* 191,442 190,608 182,410 Pre-provision net revenue 129,709 115,304 106,812 Provision expense 10,260 8,674 6,693 Investment securities (losses) gains, net (1) 7,668 -(Decrease) increase in fair value of private equity (1,352) (1,814) 113 investments, net Restructuring charges 13 6,511 5,841 Fair value adjustment to Visa derivative - - 360 Amortization of intangibles 292 183 -Merger-related expense                -    86                -Income before taxes 117,791 105,704 94,031 Income tax expense 41,788 33,847 33,574 Dividends on preferred stock 2,559 2,559 2,559
Net income available to common shareholders $73,444 $69,298 $57,898 Net income per diluted common share $0.60 $0.56 $0.46
Average diluted common shares 123,027 123,059 125,699
* Non-GAAP financial measure; see applicable reconciliation.
13

Quarterly Highlights Trend
2Q16 3Q16 4Q16 1Q17 2Q17
Diluted EPS $0.46 0.51 0.54 0.56 0.60
Net interest margin 3.27 % 3.27 3.29 3.42 3.51
Financial
Performance (1)
Adjusted efficiency ratio 63.00 62.41 61.81 62.25 59.56
ROA(2) 0.83 0.88 0.90 0.96 1.00
Balance Total loans 5.3 % 3.5 10.1 6.8 2.8
Sheet
Growth(3) Total average deposits 6.9 7.1 10.4 4.2 1.2
NPA ratio 0.81 % 0.77 0.74 0.77 0.73
Credit
Quality (2)
NCO ratio 0.11 0.12 0.14 0.12 0.26
Common shares outstanding(4) 124,048 121,453 122,266 122,322 121,661
Capital (5)
CET1 ratio 10.01 % 9.96 9.96 9.86 10.02
TCE ratio(6) 9.52 9.28 9.09 9.04 9.15
(1) Non-GAAP financial measure; see applicable reconciliation. See slide 18 for additional information. (2) Annualized (3) Sequential quarter growth, annualized. (4) In thousands                
(5) Preliminary (6) Non-GAAP financial measure; see applicable reconciliation. 14

Net interest margin metrics
Net Interest Margin Trend
Investment Securities Portfolio Loan Portfolio
Net Interest Margin Trend Net Interest Margin Trend
3.8 1.3 1.3
3.7 3.6
1.1 1.1 1.0
4.36%
2.5
2.2
4.25%
2.07% 2.11%
1.89% 1.84% 1.93% 4.15% 4.14% 4.14%
2Q16 3Q16 4Q16 1Q17 2Q17 2Q16 3Q16 4Q16 1Q17 2Q17
Duration (in years) Yield Duration (in years) Yield
Loan Net Interest Portfolio Margin Rate Trend Mix
0.3 0.3 0.4 0.4 0.4
33.6% 34.6% 36.1% 37.1% 37.3%
Net Interest Income Sensitivity
19.9% 19.0% 18.6%
17.9% 17.3% Immediate change in short- Estimated % increase in net term interest rates (in b.p.s) interest income*
46.5% 46.4% 45.3% 45.0% 45.4%
+100 3.2%
+25 1.3%
2Q16 3Q16 4Q16 1Q17 2Q17
Fixed rate Prime floating rate* LIBOR floating rate*
* as compared to unchanged rates (for the next 12 months)
* As of June 30, 2017, $385 million or 1.6% of total loans were at their floor rate, down from $1.10 billion or 4.8% of total loans a year ago.
15

Effective cost of funds calculation
(dollars in thousands) 2Q16 1Q17 2Q17
Total interest expense $30,944 $32,474 $34,412 Total interest expense, annualized 124,456 131,691 138,003 Total average interest earning assets $27,273,670 $28,504,589 $28,741,517
Effective cost of funds (total interest expense, annualized divided by 0.46% 0.46% 0.48% total average interest earning assets)
16

Non-interest Income
2Q17 vs. 2Q17 vs. 1Q17 % 2Q16 % Change Change
(dollars in thousands) 2Q16 1Q17 2Q17
Service charges on deposit accounts $20,240 $19,774 $19,820 0.2% (2.1%) Fiduciary and asset management fees 11,580 12,151 12,524 3.1 8.2 Brokerage revenue 7,338 7,226 7,210 (0.2) (1.7) Mortgage banking income 5,941 5,766 5,784 0.3 (2.6) Bankcard fees 8,346 8,185 8,253 0.8 (1.1) Other fee income 5,280 4,868 6,164 26.6 16.7 Other non-interest income 9,048 8,015 10,299 28.5 13.8 Adjusted non-interest income* $67,773 $65,985 $70,054 6.2% 3.4% Investment securities gains (losses), net - 7,668 (1) nm nm
Increase (decrease) in fair value of private equity 113 (1,814) (1,352) (25.5) nm investments, net Total non-interest income $67,886 $71,839 $68,701 (4.4%) 1.2%
nm - not meaningful
* Non-GAAP financial measure; see applicable reconciliation.
17

Non-interest Expense
(dollars in thousands) 2Q16 3Q16 4Q16 1Q17 2Q17 Salaries and other personnel expense $97,061 $101,945 $101,662 $107,191 $105,213
Net occupancy and equipment expense 26,783 28,120 27,867 29,331 29,933
FDIC insurance and other regulatory fees 6,625 6,756 6,614 6,770 6,875
Professional fees 6,938 6,486 6,904 5,355 7,551 Third-party processing expense 11,698 11,219 12,287 12,603 13,620
Restructuring charges 5,841 1,243 42 6,511 13
Fair value adjustment to Visa derivative 360 360 4,716 - -Advertising expense 7,351 5,597 4,905 5,912 5,346
Merger-related expenses - 550 1,086 86 -Amortization of intangibles - - 400 183 292
Other expenses 21,811 18,146 21,917 19,183 20,778 Adjusted non-interest expense excluding credit costs $178,267 $178,269 $182,156 $186,345 $189,316 Foreclosed real estate expense 4,588 2,725 2,840 2,134 1,448
Other credit costs (445) 2,913 1,969 2,129 678 Adjusted non-interest expense* $182,410 $183,907 $186,965 $190,608 $191,442
Net interest income 221,449 226,007 233,530 239,927 251,097 Add: Tax equivalent adjustment 329 330 322 309 298 Add: Total non-interest income 67,886 68,155 74,006 71,839 68,701
Subtract/add: (Increase) decrease in fair value of private equity (113) 249 499 1,814 1,352 investments, net Subtract/add: Investment securities (gains) losses, net    - (59) (5,885) (7,668) 1 Total revenues $289,551 $294,682 $302,472 $306,221 $321,449
Adjusted efficiency ratio* - as previously reported 61.54% 60.55% 60.32% N/A N/A
Adjusted efficiency ratio* - new presentation 63.00% 62.41% 61.81% 62.25% 59.56%
* Non-GAAP financial measure; see applicable reconciliation.
18

Portfolio Distribution by Type
(dollars in millions) 2Q16 3Q16 4Q16 1Q17 2Q17
Investment Properties $5,851 25.4% $5,899 25.4% $5,869 24.6% $6,016 24.8% $6,036 24.7% Residential Properties 967 4.2 922 4.0 887 3.7 861 3.6 836 3.4 Land Acquisition 689 3.0 645 2.8 609 2.6 582 2.3 543 2.2
Total CRE $7,508 32.6% $7,466 32.1% $7,366 30.9% $7,459 30.7% $7,414 30.3%
C&I 10,955 47.5 11,016 47.4 11,552 48.4 11,741 48.4 11,751 48.1
Consumer 4,625 20.1 4,808 20.7 4,964 20.8 5,084 21.0 5,291 21.7
Total Loans* $23,061 100.0% $23,263 100.0% $23,856 100.0% $24,258 100.0% $24,431 100.0%
*Total loans include unearned income, which is not displayed on this table.
19

Investment Properties
Composition of 2Q17 Investment Properties Portfolio Retail CRE Property Type Mix Total Portfolio $6.04 billion Total Portfolio $865 million
Anchored 1-2 tenants
Office Buildings Standalone 21% 26% 25%
Shopping Centers Hotels 14%
14% Anchored Power Centers 21%
Unanchored Centers 31%
Warehouses 8%
Malls/Outlet Centers
Multi-Family 2%
Other Investment Retail CRE Portfolio Highlights:
29% Property
9% Portfolio balance has declined approximately $100 million YTD 94% of properties are stabilized/non-construction Current credit metrics are very favorable (see table) Portfolio underwriting requires significant equity and sponsorship
Investment Properties 2Q17 Credit Metrics:
Largest exposure in markets with higher relative job growth, including Atlanta,
Credit Indicator Inv. Prop. Total Retail CRE Nashville, Charleston, and Tampa
NPL Ratio 0.06% 0.02% Standalone properties consist primarily of credit tenants, including discount/ Net Charge-off (Recovery) Ratio* (0.01%) 0.00% dollar stores, pharmacies, and auto parts/service Unanchored centers are primarily service-oriented businesses that are less
30+ Days Past Due Ratio 0.06% 0.06% susceptible to online competition
90+ Days Past Due Ratio 0.00% 0.00% Anchored portfolio comprised of diverse mix of credit tenants with little exposure to known store closings
* Annualized
20

Residential C&D and Land Acquisition
(dollars in millions)
Performing residential C&D and land
Performing Residential C&D and acquisition portfolio has decreased by 89% Land Acquisition Portfolio Trends from a peak of $5.9B in 4Q07 to $671MM in 2Q17
- 2Q17 portfolio represents 2.8% of total $5,875 performing loans, compared to 22% in 4Q07 Decline of 89% from peak - Note: This 22% exposure comprised over half of credit losses in subsequent years Synovus lends to established home builders on a limited basis The remaining balances in Land Acquisition are legacy balances, as Synovus is not $2,821 growing its land portfolio
(dollars in millions)
$1,363 Category $ %
1-4 Family Construction 198.4 29.6 $862 $829 $671 Residential Development 112.4 16.7 Land Acquisition 360.6 53.7    Total 671.4 100.0
4Q07 4Q09 4Q11 4Q13 4Q15 2Q17
21

C&I Portfolio
Large Corporate/Middle Market/Specialty Lines Diverse Industry Exposure represent 37% of C&I balances Total Portfolio $11.75 billion Community/Retail Bank represents 63% of C&I balances
2.32%
2.04% C&I Portfolio Metrics:
5.67%
3.18% 22.47%
Credit Indicator 2Q17
3.60% NPL Ratio 0.80%
6.06% Net Charge-off Ratio* 0.38% 30+ Days Past Due Ratio 0.22%
4.57% 90+ Days Past Due Ratio 0.01%
7.90%
6.00%
6.15%
Health Care Manufacturing Finance/Insurance Construction
6.86%
3.95% R/E Leasing Other Services Retail Trade R/E Other
7.41% 5.00% Wholesale Trade Accommoda. & Food Svcs.
6.83% Prof., Scienti?c, Tech. Svcs. Transport. & Warehousing Ag, Forestry, Fishing Educational Svcs.
Admin., Support, Waste Mgmt., Remediation All Other
* Annualized 22

Consumer Portfolio
Total Consumer Portfolio $5.29 billion
Other Consumer Consumer Portfolio Credit Metrics:
6%
Credit Indicator 2Q17
Consumer Lending
NPL Ratio 0.79%
Partnerships 13%
Net Charge-off Ratio* 0.30%
HELOC
30+ Days Past Due Ratio 0.51%
Credit Card 30%
4% 90+ Days Past Due Ratio 0.05%
Credit Card portfolio continues to perform well
- Average utilization rate 21.0% Consumer Mortgage - Average credit score 734
47%
- Charge-offs below industry average at 2.49% YTD*
Lending partnerships with GreenSky and SoFi
Mortgage and HELOC, the two largest concentrations, - Currently $699 million in balances, or 3% of total have strong credit indicators:
portfolio
Credit Indicator HELOC Mortgage
Weighted average credit score of 780 779 - GreenSky is a point-of-sale program where the
2Q17 originations
customer applies with home improvement store,
Weighted average credit score of 774 773 contractor, or other merchant total portfolio
- SoFi portfolio primarily consists of refinanced
Average LTV 75.5% 75.1%
student loan debt
Average DTI 32.3% 31.8% Utilization Rate 56.7% N/A
* Annualized 23

Portfolio Risk Distribution
(dollars in millions)
2Q17 vs. 2Q17 YTD Risk Category 4Q16 1Q17 2Q17 1Q17 Change Change
Passing Grades $23,122 $23,554 $23,733 $179 $611 Special Mention 325 304 303 (1) (22) Substandard Accruing 257 242 236 (6) (21) Non-Performing Loans 153 158 159 1 6    Total Loans $23,856 $24,258 $24,431 $173 $575
24

Loan Loss Reserve Coverage Trends
(dollars in millions)
1.12% 1.11% 1.09% 1.06% 1.05% $255 $255 1.02% $254 $252 $254 $248
217% 199% 202% 205% 195% 174%
166% 171% 164%
160% 156% 143%
1Q16 2Q16 3Q16 4Q16 1Q17 2Q17
Loan Loss Reserve LLR to NPLs LLR to NPLs (excluding NPLs for which the expected loss has been charged off)
25

Troubled Debt Restructurings
(dollars in millions)
Composition of June 2017 Performing TDRs
Accruing TDR Trends
Risk Categories: Loan Type:
19% reduction from 2Q16
Consumer
Inv. Prop.
17% $205
17% $202 $196
$172
Pass Resi. Prop. $167 Substandard 42% 9% 46% Development & Land 14%
C&I Special Mention 43% 12%
2Q16 3Q16 4Q16 1Q17 2Q17
Over 98% of performing TDRs are paid current; there are no performing TDRs 90+ days past due 54% of performing TDRs are rated better than substandard Most TDR designations are due to interest rate concessions 77% of performing TDRs are not residential or land-related
26

Past Dues by Portfolio Type
Outstanding
30-Days + Past Due
Balance
(dollars in millions) 1Q17 2Q17 2Q17
Investment properties 0.06 0.06 $6,036
1-4 family construction 0.12 0.32 198
1-4 family investment mortgage 0.64 1.27 637
Residential properties 0.51 1.05 836
Land acquisition & development 1.39 0.38 543
Total CRE 0.22 0.19 7,414
Commercial and industrial 0.21 0.22 11,751
Consumer 0.42 0.51 5,291
Total 0.26 0.27 $24,431 *
*Includes unearned income of $26.0 million
27

Net Charge-offs (Recoveries) by Type
(dollars in millions, % of average loans annualized) 1Q17 2Q17
Investment properties $0.6 0.04% ($0.1) (0.01%) 1-4 family properties 0.4 0.19 (0.1) (0.03) Land acquisition & development (2.0) (1.34) 0.7 0.52
Total CRE (1.0) (0.05) 0.5 0.03
Commercial and industrial 5.1 0.18 11.2 0.38
Consumer 2.8 0.23 4.0 0.30
Total net charge-offs $6.9 0.12% $15.7 0.26%
28

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 and shares in thousands) 2Q16 1Q17 2Q17
Total average shareholders’ equity $2,946,697 $2,943,643 $2,975,049 Subtract: Average goodwill (24,431) (59,649) (57,017) Subtract: Average other intangible assets, net (250) (13,177) (11,966) Subtract: Average Series C Preferred Stock (125,980) (125,980) (125,980)
Average tangible common equity $2,796,036 $2,744,837 $2,780,086 Net income available to common shareholders annualized $232,866 $281,043 $294,583
Add: amortization of intangibles, annualized and after-tax 1 469 737
Adjusted net income available to common shareholders annualized $232,867 $281,512 $295,320 Return on average tangible common equity (ROATCE) 8.33% 10.26% 10.62%
29

Non-GAAP Financial Measures, continued
(dollars in thousands) 2Q16 1Q17 2Q17
Total interest expense $30,944 $32,474 $34,413
Total interest expense, annualized 124,456 131,691 138,003
Total average interest bearing liabilities 19,178,010 20,105,634 20,146,714 Cost of funds rate 0.65% 0.65% 0.68%
Total interest expense $30,944 $32,474 $34,413
Subtract: Interest on long-term debt (14,693) (15,478) (16,250) Subtract: Interest on brokered deposits (2,311) (2,338) (2,672)
Subtract: Interest on federal funds purchased and securities sold (51) (38) (45) under repurchase agreements Interest expense on interest bearing core deposits 13,889 14,619 15,446 Interest expense on interest bearing core deposits, annualized 55,709 58,638 61,952
Total average interest bearing liabilities 19,178,010 20,105,634 20,146,714 Subtract: Average long-term debt (2,279,043) (2,184,072) (2,270,452)
Subtract: Average brokered deposits (1,337,001) (1,380,786) (1,379,559)
Subtract: Average federal funds purchased and securities sold (221,276) (176,854) (183,400) under repurchase agreements Total average interest bearing core deposits $15,340,690 $16,363,922 $16,313,303
Cost of interest bearing core deposits 0.36% 0.36% 0.38%
30

Non-GAAP Financial Measures, continued
(in thousands) 2Q16 1Q17 2Q17
Total non-interest expense $188,611 $197,388 $191,747 Subtract: Restructuring charges (5,841) (6,511) (13)    Subtract: Fair value adjustment to Visa derivative (360) - -
Subtract: Merger-related expense - (86) -    Subtract: Amortization of intangibles - (183) (292)
Adjusted non-interest expense $182,410 $190,608 $191,442
(in thousands) 2Q16 1Q17 2Q17
Adjusted non-interest expense $182,410 190,608 191,442 Net interest income 221,449 239,927 251,097 Add: Tax equivalent adjustment 329 309 298 Add: Total non-interest income 67,886 71,839 68,701 Subtract/add: (Increase) decrease in fair value of private equity investments, (113) 1,814 1,352 net Subtract/add: Investment securities (gains) losses, net - (7,668) 1
Total revenues $289,551 $306,221 $321,449 Adjusted efficiency ratio 63.00% 62.25% 59.56%
(in thousands) 2Q16 1Q17 2Q17
Total non-interest income $67,886 71,839 68,701 Subtract/add: (Increase) decrease in fair value of private equity investments, (113) 1,814 1,352 net Subtract/add: Investment securities (gains) losses, net - (7,668) 1
Adjusted non-interest income $67,773 $65,985 $70,054
31

Non-GAAP Financial Measures, continued
(in thousands) 2Q16 1Q17 2Q17
Total average deposits $23,608,027 $24,918,855 $24,991,708    Subtract: Average brokered deposits (1,337,001) (1,380,786) (1,379,559)    Subtract: Average time deposits excluding average SCM time deposits (3,141,621) (3,151,888) (3,151,333)    Subtract: Average state, county, and municipal (SCM) deposits (2,280,038) (2,238,324) (2,051,646)
Average core transaction deposits $16,849,367 $18,147,857 $18,409,170
(dollars in thousands) 2Q16 1Q17 2Q17
Total assets $29,459,691 $30,679,589 $30,687,966 Subtract: Goodwill (24,431) (57,010) (57,092) Subtract: Other intangible assets, net (228) (12,137) (11,843)
Tangible assets $29,435,032 $30,610,442 $30,619,031
Total shareholders’ equity $2,951,659 $2,962,127 $2,997,947 Subtract: Goodwill (24,431) (57,010) (57,092) Subtract: Other intangible assets, net (228) (12,137) (11,843) Subtract: Series C Preferred Stock (125,980) (125,980) (125,980)
Tangible common equity $2,801,020 $2,767,000 $2,803,032                Tangible Common Equity ratio 9.52% 9.04% 9.15%
(dollars in thousands) 2Q17
Common equity Tier 1 (CET1) $2,733,823 Adjustment related to capital components (31,913)
Common equity Tier 1 (fully phased-in) $2,701,910
Total risk-weighted assets (fully phased-in) $27,528,806 Common equity Tier 1 (CET1) ratio (fully phased-in) 9.81%
32