UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

 

FORM 10-Q

 

______________________________

☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2020

Commission file number 1-10312

 

______________________________

SYNOVUS FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

______________________________

 

Georgia						58-1134883
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1111 Bay Avenue, Suite 500

Columbus,

Georgia

31901

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (706) 641-6500

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $1.00 Par Value			SNV			New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D			SNV - PrD			New York Stock Exchange
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E			SNV - PrE			New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
						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.  ¨ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

As of August 4, 2020, 147,312,937 shares of the registrant's common stock, $1.00 par value, were outstanding.

---

Table of Contents

Page

Part I.

Financial Information

Index of Defined Terms

i

Item 1.

Financial Statements (Unaudited)

Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019

1

Consolidated Statements of Income for the Three and Six Months Ended June 30, 2020 and 2019

2

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2020 and 2019

3

Consolidated Statements of Changes in Shareholders' Equity for the Three and Six Months Ended June 30, 2020 and 2019

4

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019

6

Notes to Unaudited Interim Consolidated Financial Statements

7

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

44

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

69

Item 4.

Controls and Procedures

69

Part II.

Other Information

Item 1.

Legal Proceedings

70

Item 1A.

Risk Factors

70

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

70

Item 3.

Defaults Upon Senior Securities

70

Item 4.

Mine Safety Disclosures

70

Item 5.

Other Information

70

Item 6.

Exhibits

71

Signatures

72

---

SYNOVUS FINANCIAL CORP.

INDEX OF DEFINED TERMS

Throughout this discussion, references to "Synovus", "we", "our", "us", "the Company" and similar terms refer to the consolidated entity consisting of Synovus Financial Corp. and its subsidiaries unless the context indicates that we refer only to the Parent Company, Synovus Financial Corp. When we refer to the "Bank" or "Synovus Bank" we mean our only bank subsidiary, Synovus Bank.

ACL – Allowance for credit losses (ALL, reserve on unfunded loan commitments, and reserve, if required, on debt securities)

ALCO – Synovus' Asset Liability Management Committee

ALL – Allowance for loan losses

AOCI – Accumulated other comprehensive income

Acquisition Date – Effective January 1, 2019, Synovus completed its acquisition of FCB Financial Holdings, Inc.

ARRC – Alternative Reference Rates Committee

ASC – Accounting Standards Codification

ASC 310-30 loans – Loans accounted for in accordance with ASC 310 – 30, Loans and Debt Securities Acquired with Deteriorated Credit Quality

ASU – Accounting Standards Update

ATM – Automatic teller machine

Azalea Merger Sub – Azalea Merger Sub Corp., a wholly-owned subsidiary of Synovus which was formed for the express and limited purpose of the Merger

Basel III – The third Basel Accord developed by the Basel Committee on Banking Supervision to strengthen existing regulatory capital requirements

BOLI – Bank-owned life insurance

bp(s) – Basis point(s)

C&I – Commercial and industrial

CARES Act – The Coronavirus Aid, Relief, and Economic Security Act

CECL – Current expected credit losses

CET1 – Common Equity Tier 1 Capital defined by Basel III capital rules

CMO – Collateralized mortgage obligation

Code – Internal Revenue Code

Company – Synovus Financial Corp. and its wholly-owned subsidiaries, except where the context requires otherwise

Covered Litigation – Certain Visa litigation for which Visa is indemnified by Visa USA members

COVID-19 – Coronavirus disease 2019

CRA – Community Reinvestment Act

CRE – Commercial real estate

DCF – Discounted cash flow

Dodd-Frank Act – The Dodd-Frank Wall Street Reform and Consumer Protection Act

EVE – Economic value of equity

Exchange Act – Securities Exchange Act of 1934, as amended

FASB – Financial Accounting Standards Board

FCA – Financial Conduct Authority

i

---

FCB – FCB Financial Holdings, Inc. and its wholly-owned subsidiaries, except where the context requires otherwise

FDIC – Federal Deposit Insurance Corporation

Federal Reserve Bank – The 12 banks that are the operating arms of the U.S. central bank. They implement the policies of the Federal Reserve Board and also conduct economic research

Federal Reserve Board – The 7-member Board of Governors that oversees the Federal Reserve System, establishes monetary policy (interest rates, credit, etc.), and monitors the economic health of the country. Its members are appointed by the President subject to Senate confirmation, and serve 14-year terms

Federal Reserve System – The 12 Federal Reserve Banks, with each one serving member banks in its own district. This system, supervised by the Federal Reserve Board, has broad regulatory powers over the money supply and the credit structure

FFIEC – Federal Financial Institutions Examination Council

FFIEC Retail Credit Classification Policy – FFIEC Uniform Retail Credit Classification and Account Management Policy

FHLB – Federal Home Loan Bank

FICO – Fair Isaac Corporation

FMS – Financial Management Services, a division of Synovus Bank

FTE – Fully taxable-equivalent

FTP – Funds transfer pricing

GA DBF – Georgia Department of Banking and Finance

GAAP – Generally Accepted Accounting Principles in the United States of America

GDP – Gross domestic product

GGL – Government guaranteed loans

Global One – Entaire Global Companies, Inc., the parent company of Global One Financial, Inc., as acquired by Synovus on October 1, 2016. Throughout this Report, we refer to this acquired entity as "Global One"

HELOC – Home equity line of credit

Interagency Supervisory Guidance – Interagency Supervisory Guidance on Allowance for Loan and Lease Losses Estimation Practices for Loans and Lines of Credit Secured by Junior Liens on 1-4 Family Residential Properties

LGD – Loss given default

LIBOR – London Interbank Offered Rate

LIHTC – Low Income Housing Tax Credit

LTV – Loan-to-collateral value ratio

MBS – Mortgage-backed security

Merger Agreement – Agreement and Plan of Merger by and among Synovus, FCB and Azalea Merger Sub Corp. dated as of July 23, 2018

Merger – The January 1, 2019 merger of Azalea Merger Sub with and into FCB and immediately thereafter, the merger of FCB with and into Synovus, with Synovus continuing as the surviving entity pursuant to the terms and conditions of the Merger Agreement

MLO – Mortgage loan originator

MPS – Merchant processing servicer(s)

MRSU – Market Restricted Share Unit

NAICS – North American Industry Classification System

nm – not meaningful

NPA – Non-performing assets

NPL – Non-performing loans

ii

---

NSF – Non-sufficient funds

OCI – Other comprehensive income

ORE – Other real estate

PAA – Purchase accounting adjustments

Parent Company – Synovus Financial Corp.

PCD – Purchased Credit Deteriorated

PCI – Purchased Credit Impaired

PD – Probability of Default

PPP – Paycheck Protection Program established as part of the CARES Act and launched on April 3, 2020 by the SBA and Treasury

PSU – Performance Share Unit

RSU – Restricted Share Unit

SBA – Small Business Administration

SBIC – Small Business Investment Company

SEC – U.S. Securities and Exchange Commission

Securities Act – Securities Act of 1933, as amended

Series D Preferred Stock – Synovus' Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, $25 liquidation preference

Series E Preferred Stock – Synovus' Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, $25 liquidation preference

SOFR – Secured Overnight Financing Rate

Synovus – Synovus Financial Corp.

Synovus Bank – A Georgia state-chartered bank and wholly-owned subsidiary of Synovus, through which Synovus conducts its banking operations

Synovus' 2019 Form 10-K – Synovus' Annual Report on Form 10-K for the year ended December 31, 2019

Synovus Securities – Synovus Securities, Inc., a wholly-owned subsidiary of Synovus

Synovus Trust – Synovus Trust Company, N.A., a wholly-owned subsidiary of Synovus Bank

TDR – Troubled debt restructuring (as defined in ASC 310-40)

TJCA – U.S. Tax Cuts and Jobs Act of 2017

TSR – Total shareholder return

UPB – Unpaid principal balance

Visa – The Visa U.S.A., Inc. card association or its affiliates, collectively

Visa Class A shares – Class A shares of common stock issued by Visa are publicly traded shares which are not subject to restrictions on sale

Visa Class B shares – Class B shares of common stock issued by Visa which are subject to restrictions with respect to sale until all of the Covered Litigation has been settled. Class B shares will be convertible into Visa Class A shares using a then-current conversion ratio upon the lifting of restrictions with respect to sale of Visa Class B shares

Visa Derivative – A derivative contract with the purchaser of Visa Class B shares which provides for settlements between the purchaser and Synovus based upon a change in the ratio for conversion of Visa Class B shares into Visa Class A shares

iii

---

PART I. FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS

SYNOVUS FINANCIAL CORP.

CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except share and per share data)			June 30, 2020						December 31, 2019
ASSETS
Cash and due from banks			$	572,169					$	535,846
Interest-bearing funds with Federal Reserve Bank			860,289						553,390
Interest earning deposits with banks			20,719						20,635
Federal funds sold and securities purchased under resale agreements			118,048						77,047
Total cash, cash equivalents, restricted cash, and restricted cash equivalents			1,571,225						1,186,918
Investment securities available for sale, at fair value			7,197,493						6,778,670
Loans held for sale (includes $266,306 and $115,173 measured at fair value, respectively)			900,936						115,173
Loans, net of deferred fees and costs			39,914,297						37,162,450
Allowance for loan losses			(588,648)						(281,402)
Loans, net			39,325,649						36,881,048
Cash surrender value of bank-owned life insurance			1,038,049						775,665
Premises and equipment, net			481,716						493,940
Goodwill			497,267						497,267
Other intangible assets, net			50,392						55,671
Receivable on unsettled securities sales			1,289,116						—
Other assets			1,770,146						1,418,930
Total assets			$	54,121,989					$	48,203,282
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits:
Non-interest-bearing deposits			$	12,555,714					$	9,439,485
Interest-bearing deposits			31,638,866						28,966,019
Total deposits			44,194,580						38,405,504
Federal funds purchased and securities sold under repurchase agreements			225,576						165,690
Other short-term borrowings			300,000						1,753,560
Long-term debt			2,327,921						2,153,897
Due on unsettled securities purchases			922,952						—
Other liabilities			1,097,992						782,941
Total liabilities			49,069,021						43,261,592
Shareholders' Equity
Preferred stock - no par value; authorized 100,000,000 shares; issued 22,000,000			537,145						537,145
Common stock - $1.00 par value; authorized 342,857,143 shares; issued 167,405,730 and 166,800,623; outstanding 147,312,703 and 147,157,596			167,406						166,801
Additional paid-in capital			3,826,726						3,819,336
Treasury stock, at cost; 20,093,027 and 19,643,027 shares			(731,806)						(715,560)
Accumulated other comprehensive income, net			202,970						65,641
Retained earnings			1,050,527						1,068,327
Total shareholders’ equity			5,052,968						4,941,690
Total liabilities and shareholders' equity			$	54,121,989					$	48,203,282

See accompanying notes to unaudited interim consolidated financial statements.

1

---

SYNOVUS FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

			Three Months Ended June 30,																		Six Months Ended June 30,
(in thousands, except per share data)			2020						2019						2020						2019
Interest income:
Loans, including fees			$	401,997					$	457,564					$	829,334					$	905,333
Investment securities available for sale			44,935						52,794						96,588						102,732
Loans held for sale			1,914						752						2,706						1,165
Federal Reserve Bank balances			394						2,701						1,902						6,371
Other earning assets			2,329						2,320						4,936						5,369
Total interest income			451,569						516,131						935,466						1,020,970
Interest expense:
Deposits			56,474						92,700						142,476						180,383
Federal funds purchased, securities sold under repurchase agreements, and other short-term borrowings			1,778						7,294						7,710						10,757
Long-term debt			16,751						18,875						35,454						35,392
Total interest expense			75,003						118,869						185,640						226,532
Net interest income			376,566						397,262						749,826						794,438
Provision for credit losses(1)			141,851						12,119						300,573						35,688
Net interest income after provision for credit losses			234,715						385,143						449,253						758,750
Non-interest revenue:
Service charges on deposit accounts			15,567						21,994						36,255						42,853
Fiduciary and asset management fees			14,950						14,478						30,124						28,057
Card fees			9,186						11,161						20,136						22,037
Brokerage revenue			9,984						10,052						22,383						19,431
Mortgage banking income			23,530						7,907						35,757						12,962
Capital markets income			6,050						8,916						17,294						14,161
Income from bank-owned life insurance			7,756						5,176						13,794						10,466
Investment securities gains (losses), net			69,409						(1,845)						78,144						(1,771)
Other non-interest revenue			17,052						11,968						23,454						20,989
Total non-interest revenue			173,484						89,807						277,341						169,185
Non-interest expense:
Salaries and other personnel expense			159,597						143,009						309,274						282,436
Net occupancy, equipment, and software expense			41,727						39,851						83,921						78,245
Third-party processing and other services			21,366						19,118						42,846						36,875
Professional fees			15,305						9,312						25,980						15,660
FDIC insurance and other regulatory fees			6,851						7,867						12,129						14,629
Merger-related expense			—						7,401						—						57,140
Other operating expenses			39,295						37,568						86,271						71,552
Total non-interest expense			284,141						264,126						560,421						556,537
Income before income taxes			124,058						210,824						166,173						371,398
Income tax expense			30,866						54,640						34,461						95,028
Net income			93,192						156,184						131,712						276,370
Less: Preferred stock dividends			8,291						3,150						16,581						6,300
Net income available to common shareholders			$	84,901					$	153,034					$	115,131					$	270,070
Net income per common share, basic			$	0.58					$	0.97					$	0.78					$	1.70
Net income per common share, diluted			0.57						0.96						0.78						1.68
Weighted average common shares outstanding, basic			147,288						157,389						147,300						159,148
Weighted average common shares outstanding, diluted			147,733						159,077						148,067						160,908

⁽¹⁾ Beginning January 1, 2020, provision calculation is based on current expected credit loss methodology. Prior to January 1, 2020, calculation was based on incurred loss methodology.

See accompanying notes to unaudited interim consolidated financial statements.

2

---

SYNOVUS FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

			Three Months Ended June 30,
			2020																														2019
(in thousands)			Before-tax Amount						Income Tax						Net of Tax Amount						Before-tax Amount						Income Tax						Net of Tax Amount
Net income			$	124,058					$	(30,866)					$	93,192					$	210,824					$	(54,640)					$	156,184
Unrealized gains (losses) on investment securities available for sale:
Net unrealized gains (losses) arising during the period			(11,939)						3,092						(8,847)						89,459						(23,169)						66,290
Reclassification adjustment for realized (gains) losses included in net income			(69,409)						17,977						(51,432)						1,845						(478)						1,367
Net change			(81,348)						21,069						(60,279)						91,304						(23,647)						67,657
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Net unrealized gains (losses) arising during the period			8,823						(2,285)						6,538						—						—						—
Reclassification adjustment for realized (gains) losses included in net income			(270)						70						(200)						—						—						—
Net change			8,553						(2,215)						6,338						—						—						—
Post-retirement unfunded health benefit:
Reclassification adjustment for realized (gains) losses included in net income			—						—						—						(35)						9						(26)
Total other comprehensive income (loss)			$	(72,795)					$	18,854					$	(53,941)					$	91,269					$	(23,638)					$	67,631
Comprehensive income															$	39,251																	$	223,815
			Six Months Ended June 30,
			2020																														2019
(in thousands)			Before-tax Amount						Tax Effect						Net of Tax Amount						Before-tax Amount						Tax Effect						Net of Tax Amount
Net income			$	166,173					$	(34,461)					$	131,712					$	371,398					$	(95,028)					$	276,370
Unrealized gains (losses) on investment securities available for sale:
Net unrealized gains (losses) arising during the period			146,403						(37,919)						108,484						192,241						(49,788)						142,453
Reclassification adjustment for realized (gains) losses included in net income			(78,144)						20,239						(57,905)						1,771						(459)						1,312
Net change			68,259						(17,680)						50,579						194,012						(50,247)						143,765
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Net unrealized gains (losses) arising during the period			117,462						(30,423)						87,039						—						—						—
Reclassification adjustment for realized (gains) losses included in net income			(390)						101						(289)						—						—						—
Net change			117,072						(30,322)						86,750						—						—						—
Post-retirement unfunded health benefit:
Reclassification adjustment for net gains realized in net income			—						—						—						(70)						14						(56)
Other comprehensive income (loss)			$	185,331					$	(48,002)					$	137,329					$	193,942					$	(50,233)					$	143,709
Comprehensive income															$	269,041																	$	420,079

See accompanying notes to unaudited interim consolidated financial statements.

3

---

SYNOVUS FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(unaudited)

(in thousands, except per share data)			Preferred Stock						Common Stock						Additional Paid-in Capital						Treasury Stock						Accumulated Other Comprehensive Income (Loss)						Retained Earnings						Total
Balance, April 1, 2020			$	537,145					$	167,360					$	3,821,357					$	(731,806)					$	256,911					$	1,014,238					$	5,065,205
Net income			—						—						—						—						—						93,192						93,192
Other comprehensive loss, net of income taxes			—						—						—						—						(53,941)						—						(53,941)
Cash dividends declared on common stock - $0.33 per share			—						—						—						—						—						(48,612)						(48,612)
Cash dividends declared on preferred stock(2)			—						—						—						—						—						(8,291)						(8,291)
Restricted share unit vesting and taxes paid related to net share settlement			—						34						(181)						—						—						—						(147)
Stock options exercised			—						12						200						—						—						—						212
Share-based compensation expense			—						—						5,350						—						—						—						5,350
Balance at June 30, 2020			$	537,145					$	167,406					$	3,826,726					$	(731,806)					$	202,970					$	1,050,527					$	5,052,968
Balance, April 1, 2019			$	195,140					$	165,929					$	3,794,262					$	(319,898)					$	(18,342)					$	780,662					$	4,597,753
Net income			—						—						—						—						—						156,184						156,184
Other comprehensive income, net of income taxes			—						—						—						—						67,631						—						67,631
Cash dividends declared on common stock - $0.30 per share			—						—						—						—						—						(47,236)						(47,236)
Cash dividends declared on preferred stock(2)			—						—						—						—						—						(3,150)						(3,150)
Repurchases of common stock including costs to repurchase			—						—						—						(25,003)						—						—						(25,003)
Restricted share unit vesting and taxes paid related to net share settlement			—						50						(281)						—						—						—						(231)
Stock options exercised			—						101						1,786						—						—						—						1,887
Share-based compensation expense			—						—						5,981						—						—						—						5,981
Balance at June 30, 2019			$	195,140					$	166,080					$	3,801,748					$	(344,901)					$	49,289					$	886,460					$	4,753,816

4

---

(in thousands, except per share data)			Preferred Stock						Common Stock						Additional Paid-in Capital						Treasury Stock						Accumulated Other Comprehensive Income (Loss)						Retained Earnings						Total
Balance, December 31, 2019			$	537,145					$	166,801					$	3,819,336					$	(715,560)					$	65,641					$	1,068,327					$	4,941,690
Cumulative-effect of change in accounting principle for financial instruments - credit losses (ASU 2016-13), net of tax(1)			—						—						—						—						—						(35,721)						(35,721)
Net income			—						—						—						—						—						131,712						131,712
Other comprehensive income, net of income taxes			—						—						—						—						137,329						—						137,329
Cash dividends declared on common stock - $0.66 per share			—						—						—						—						—						(97,210)						(97,210)
Cash dividends declared on preferred stock(3)			—						—						—						—						—						(16,581)						(16,581)
Repurchases of common stock including costs to repurchase			—						—						—						(16,246)						—						—						(16,246)
Restricted share unit vesting and taxes paid related to net share settlement			—						379						(7,783)						—						—						—						(7,404)
Stock options exercised			—						226						6,253						—						—						—						6,479
Share-based compensation expense			—						—						8,920						—						—						—						8,920
Balance at June 30, 2020			$	537,145					$	167,406					$	3,826,726					$	(731,806)					$	202,970					$	1,050,527					$	5,052,968
Balance, December 31, 2018			$	195,140					$	143,300					$	3,060,561					$	(1,014,746)					$	(94,420)					$	843,767					$	3,133,602
Cumulative-effect of change in accounting principle for leases (ASU 2016-02), net of tax			—						—						—						—						—						4,270						4,270
Net income			—						—						—						—						—						276,370						276,370
Other comprehensive income, net of income taxes			—						—						—						—						143,709						—						143,709
FCB Acquisition:
Issuance of common stock, net of issuance costs			—						22,043						682,103						—						—						—						704,146
Common stock reissued			—						—						—						1,014,746						—						(137,176)						877,570
Fair value of exchanged equity awards and warrants attributed to purchase price			—						—						43,972						—						—						—						43,972
Cash dividends declared on common stock - $0.60 per share			—						—						—						—						—						(94,471)						(94,471)
Cash dividends declared on preferred stock(3)			—						—						—						—						—						(6,300)						(6,300)
Repurchases of common stock including costs to repurchase			—						—						—						(345,170)						—						—						(345,170)
Restricted share unit vesting and taxes paid related to net share settlement			—						285						(8,928)						—						—						—						(8,643)
Stock options/warrants exercised, net			—						452						7,815						269						—						—						8,536
Share-based compensation expense			—						—						16,225						—						—						—						16,225
Balance at June 30, 2019			$	195,140					$	166,080					$	3,801,748					$	(344,901)					$	49,289					$	886,460					$	4,753,816

⁽¹⁾ For additional information, see "Part I - Item 1. Financial Statements and Supplementary Data - Note 1 - Basis of Presentation" in this Report.

⁽²⁾ For the three months ended June 30, 2020, dividends per share were $0.39 and $0.37 for Series D and Series E Preferred Stock, respectively. For the three months ended June 30, 2019, dividends per share were $0.39 for Series D Preferred Stock.

⁽³⁾ For the six months ended June 30, 2020, dividends per share were $0.78 and $0.74 for Series D and Series E Preferred Stock, respectively. For the six months ended June 30, 2019, dividends per share were $0.78 for Series D Preferred Stock.

See accompanying notes to unaudited interim consolidated financial statements.

5

---

SYNOVUS FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

			Six Months Ended June 30,
(in thousands)			2020						2019
Operating Activities
Net income			$	131,712					$	276,370
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Provision for credit losses			300,573						35,688
Depreciation, amortization, and accretion, net			49,921						11,446
Deferred income tax (benefit) expense			(54,741)						27,539
Originations of loans held for sale			(1,806,895)						(325,109)
Proceeds from sales of loans held for sale			1,045,342						287,648
Gain on sales of loans held for sale, net			(25,785)						(8,286)
Increase in other assets(1)			(1,631,678)						(22,191)
Increase (decrease) in other liabilities(1)			1,175,881						(45,265)
Investment securities (gains) losses, net			(78,144)						1,771
Loss on early extinguishment of debt			1,904						—
Share-based compensation expense			8,920						16,225
Net cash (used in) provided by operating activities			(882,990)						255,836
Investing Activities
Net cash received in business combination, net of cash paid			—						201,100
Proceeds from maturities and principal collections of investment securities available for sale			930,004						444,865
Proceeds from sales of investment securities available for sale			2,682,861						1,746,673
Purchases of investment securities available for sale			(3,890,074)						(2,717,383)
Proceeds from sales of equity securities			23,141						—
Proceeds from sales of loans			17,969						44,229
Proceeds from sales of other real estate and other assets			10,373						8,255
Net increase in loans			(2,748,040)						(970,160)
Net redemptions (purchases) of Federal Home Loan Bank stock			71,272						(43,775)
Net purchases of Federal Reserve Bank stock			(454)						(24,239)
Net (purchases) proceeds from settlement of bank-owned life insurance policies			(249,273)						656
Net increase in premises and equipment			(20,186)						(31,767)
Net cash used in investing activities			(3,172,407)						(1,341,546)
Financing Activities
Net increase in deposits			5,788,189						337,552
Net increase in federal funds purchased and securities sold under repurchase agreements			59,886						6,650
Net change in other short-term borrowings			(1,453,560)						680,000
Repayments and redemption of long-term debt			(1,076,759)						—
Proceeds from issuance of long-term debt, net			1,248,441						497,045
Dividends paid to common shareholders			(92,741)						(76,203)
Dividends paid to preferred shareholders			(16,581)						(6,300)
Stock options and warrants exercised			6,479						8,536
Repurchase of common stock			(16,246)						(345,170)
Taxes paid related to net share settlement of equity awards			(7,404)						(8,643)
Net cash provided by financing activities			4,439,704						1,093,467
Increase in cash and cash equivalents including restricted cash			384,307						7,757
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period			1,186,918						1,143,564
Cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period			$	1,571,225					$	1,151,321
Supplemental Disclosures:
Income taxes paid			$	257					$	62,913
Interest paid			194,687						221,475
Non-cash Activities
Common stock issued, treasury stock reissued, equity awards/warrants exchanged to acquire FCB			—						1,625,688
Loans foreclosed and transferred to other real estate			2,013						7,586
Loans transferred to loans held for sale at fair value			933,353						47,927
Dividends declared on common stock during the period but paid after period-end			48,612						47,236
Dividends declared on preferred stock during the period but paid after period-end			5,141						—

⁽¹⁾ Increase in other assets includes $1.29 billion for receivable on unsettled securities sales, and increase in other liabilities includes $923.0 million for amount due on unsettled securities purchases.

See accompanying notes to unaudited interim consolidated financial statements.

6

---

Notes to Unaudited Interim Consolidated Financial Statements

Note 1 - Basis of Presentation and Accounting Policies

General

The accompanying unaudited interim consolidated financial statements of Synovus Financial Corp. include the accounts of the Parent Company and its consolidated subsidiaries. Synovus Financial Corp. is a financial services company based in Columbus, Georgia. Through its wholly-owned subsidiary, Synovus Bank, a Georgia state-chartered bank that is a member of the Federal Reserve System, the Company provides commercial and retail banking in addition to a full suite of specialized products and services including private banking, treasury management, wealth management, premium finance, asset-based lending, structured lending, and international banking. Synovus Bank is positioned in markets in the Southeast, with 293 branches and 389 ATMs in Alabama, Florida, Georgia, South Carolina, and Tennessee.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions to the SEC Form 10-Q and Article 10 of Regulation S-X; therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, comprehensive income, and cash flows in conformity with GAAP. All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the consolidated financial position and results of operations for the periods covered by this Report have been included. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes appearing in Synovus' 2019 Form 10-K.

Reclassifications

Prior periods' consolidated financial statements are reclassified whenever necessary to conform to the current periods' presentation.

Use of Estimates in the Preparation of Financial Statements

In preparing the consolidated financial statements in accordance with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the respective consolidated balance sheets and the reported amounts of revenues and expenses for the periods presented. Actual results could differ significantly from those estimates.

Material estimates that are particularly susceptible to change relate to the determination of the ACL; estimates of fair value, including goodwill impairment assessment; income taxes; and contingent liabilities.

Non-TDR Modifications due to COVID-19

Coronavirus Aid, Relief, and Economic Security Act (CARES Act)

The U.S. has been operating under a presidentially declared state of emergency since March 13, 2020 ("National Emergency"). On March 27, 2020, the CARES Act was signed into law. Among other emergency measures aimed to lessen the impact of COVID-19, the CARES Act creates a forbearance program for federally backed mortgage loans, protects borrowers from negative credit reporting due to loan accommodations related to the National Emergency, and provides financial institutions the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time to account for the effects of COVID-19.

7

---

Regulatory agencies have encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of COVID-19. In the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (initially issued on March 22, 2020 and revised on April 7, 2020), for example, the regulatory agencies expressed their view of loan modification programs as positive actions that may mitigate adverse effects on borrowers due to COVID-19 and their unwillingness to criticize institutions for working with borrowers in a safe and sound manner. Moreover, the Interagency Statement provided that eligible loan modifications related to COVID-19 may be accounted for under section 4013 of the CARES Act or in accordance with ASC 310-40. Section 4013 of the CARES Act allows banks to elect to not consider loan modifications related to COVID-19 that are made between March 1, 2020 and the earlier of December 31, 2020, or 60 days after the National Emergency ends to borrowers that are current (i.e., less than 30 days past due as of December 31, 2019) as TDRs. The regulatory agencies further stated that performing loans granted payment deferrals due to COVID-19 are not considered past due or non-accrual. FASB confirmed the foregoing regulatory agencies' view, that such short-term modifications (e.g., six months) made on a good-faith basis in response to COVID-19 for borrowers who are current are not TDRs. As such, beginning in late March 2020, Synovus provided relief programs consisting primarily of 90-day payment deferral relief of principal and interest to borrowers negatively impacted by COVID-19 and has accounted for these loan modifications in accordance with ASC 310-40. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" to the consolidated financial statements of Synovus' 2019 Form 10-K for information on Synovus' TDR policy. The deferred payments along with interest accrued during the deferral period are generally due and payable on the maturity date of the existing loan. Based on the terms of the deferral relief program which did not provide for forgiveness of interest, Synovus has recognized interest income on loans during the deferral period.

U.S. Small Business Administration Paycheck Protection Program (PPP)

Synovus is participating in the Paycheck Protection Program (PPP), which is a loan program that originated from the CARES Act and was subsequently expanded by the Paycheck Protection Program and Health Care Enhancement Act ("PPPHCEA Act"). The PPP is designed to provide U.S. small businesses with cash-flow assistance through loans guaranteed by the SBA. If the borrower meets certain criteria and uses the proceeds toward certain eligible expenses in accordance with the requirements of the PPP, the borrower's obligation to repay the loan can be forgiven up to the full principal amount of the loan and any accrued interest. Upon borrower forgiveness, the SBA pays the Company for the principal and accrued interest owed on the loan. If the full principal of the loan is not forgiven, the loan will operate according to the original loan terms with the SBA guaranty remaining. As of June 30, 2020, Synovus had provided nearly $2.9 billion in funding to close to 19,000 customers through the PPP. The average PPP loan was approximately $150 thousand, and the customers that received those loans employ over 335 thousand individuals. As compensation for originating the loans, the Company receives lender processing fees from the SBA ranging from 1% to 5%, based on the size of the loan, which are deferred and will be amortized over the loans' contractual lives and recognized as interest income. Upon forgiveness of a loan by the SBA, any unrecognized net deferred fees related to the loan will be recognized as interest income in that period.

Recently Adopted Accounting Standards

ASU 2016-13, Financial Instruments-Credit Losses (ASC 326). On January 1, 2020, Synovus adopted ASU 2016-13 (and all subsequent ASUs on this topic), which replaces the existing incurred loss impairment guidance with an expected credit loss methodology (referred to as CECL). CECL requires management’s estimate of credit losses over the full remaining expected life of loans and other financial instruments and for Synovus, applies to loans, unfunded loan commitments, and available for sale debt securities. Upon adoption, Synovus applied the modified retrospective approach and recorded an after-tax cumulative-effect adjustment to beginning retained earnings for non-PCD assets (formerly non-PCI assets) and unfunded commitments of $35.7 million. Additionally, an initial estimate of expected credit losses on PCD assets (formerly PCI or ASC 310-30) was recognized with an offset to the cost basis of the related loans of $62.2 million. As permitted by transition guidance, Synovus did not reassess whether PCI assets met the criteria of PCD assets as of the adoption date. The remaining non-credit discount (based on the adjusted amortized cost basis) will be accreted into interest income. Results for reporting periods after adoption are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP.

8

---

The following table illustrates the impact of ASC 326 adoption:

			As of January 1, 2020
in thousands			Pre-ASC 326 Adoption						Impact of ASC 326 Adoption						As Reported under ASC 326
Assets
Allowance for loan losses:
Commercial and industrial			$	145,782					$	(2,310)					$	143,472
Commercial real estate			67,430						(651)						66,779
Consumer			68,190						85,955						154,145
Total allowance for loan losses			$	281,402					$	82,994					$	364,396
Liabilities
Reserve for unfunded commitments			$	1,375					$	27,440					$	28,815
Allowance for credit losses			$	282,777					$	110,434					$	393,211

The following table illustrates the distribution of the ASC 326 adoption impact to loans and equity:

			As of January 1, 2020
in thousands			Pre-ASC 326 Adoption						Impact of ASC 326 Adoption						As Reported under ASC 326
Loans, net			$	36,881,048					$	(20,767)					$	36,860,281
Retained earnings			1,068,327						(35,721)						1,032,606

On March 27, 2020, the federal banking regulators issued an interim final rule, updating CECL transition options, which allows electing banking organizations to delay an estimate of the effect of CECL on regulatory capital for up to two years, followed by a three-year phase-in transition period. June 30, 2020 regulatory capital ratios reflect Synovus' election of the five-year transition provision.

In conjunction with the adoption of ASC 326, the following are additional disclosures about our significant accounting policies related to CECL.

Investment Securities Available for Sale

Investment securities available for sale are carried at fair value with unrealized gains and losses, net of the related tax effect, excluded from earnings and reported as a separate component of shareholders' equity within accumulated other comprehensive income (loss) until realized.

For investment securities available for sale in an unrealized loss position, if Synovus has an intention to sell the security, or it is more likely than not that the security will be required to be sold prior to recovery, the security is written down to its fair value. The write down is charged against the ACL with any additional impairment recorded in earnings. If the aforementioned criteria is not met, Synovus performs a quarterly assessment of its available for sale debt securities to determine if the decline in fair value of a security below its amortized cost is related to credit losses or other factors. Management considers the extent to which fair value is less than amortized cost, the issuer of the security, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. In assessing whether credit related impairment exists, the present value of cash flows expected to be collected from the security is compared to the security's amortized cost. If the present value of cash flows expected to be collected is less than the security's amortized cost basis, the difference is attributable to credit losses. For such differences, Synovus records an ACL with an offset to provision for credit losses expense. Synovus limits the ACL recorded to the amount the security's fair value is less than the amortized cost basis. Impairment losses related to other factors are recognized in other comprehensive income (loss).

Accrued interest on available for sale debt securities is excluded from the ACL determination and is recognized within other assets on the consolidated balance sheets. Available-for-sale debt securities are placed on non-accrual status when we no longer expect to receive all contractual amounts due, which is generally at 90 days past due. Accrued interest receivable is reversed against interest income when a security is placed on non-accrual status. Accordingly, we do not recognize an allowance for credit loss against accrued interest receivable.

9

---

Loans Held for Investment and Interest Income

Loans the Company has the intent and ability to hold for the foreseeable future are reported at principal amounts outstanding less amounts charged off, net of deferred fees and costs, and purchase premiums/discounts. Interest income, net deferred fees, and purchase premium/discount amortization/accretion on loans, are recognized on a level yield basis.

Allowance for Credit Losses for Loans Held for Investment (ALL)

The allowance for credit losses on loans held for investment are included in the ALL and represent management's estimate of credit losses expected over the life of the loans included in Synovus' existing loans held for investment portfolio. Changes to the allowance are recorded through a provision for credit losses and reduced by loans charged-off, net of recoveries. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain.

Accrued but uncollected interest is recorded in other assets on the consolidated balance sheets. In general, the Company does not record an ACL for accrued interest receivables as allowable per ASC 326-20-30-5A as Synovus' non-accrual policies result in the timely write-off of accrued but uncollected interest.

Credit loss measurement

Synovus' loan loss estimation process includes procedures to appropriately consider the unique characteristics of its loan portfolio segments (C&I, CRE and consumer). These segments are further disaggregated into loan classes, the level at which credit quality is assessed and monitored (as described in the subsequent sections).

The ALL is measured on a collective (pool) basis when similar risk characteristics exist. Loans are grouped based upon the nature of the loan type and are further segregated based upon the individual loan risk ratings. Credit loss assumptions are primarily estimated using a DCF model applied to the aforementioned loan groupings. This model calculates an expected life-of-loan loss percentage for each loan category by considering the forecasted PD, which is the probability that a borrower will default, adjusted for relevant forecasted macroeconomic factors, and LGD, which is the estimate of the amount of net loss in the event of default.

Expected credit losses are estimated over the contractual term of the loan, adjusted for expected prepayments and curtailments when appropriate. Management's determination of the contract term excludes expected extensions, renewals, and modifications unless either of the following applies: there is a reasonable expectation at the reporting date that a TDR will be executed with an individual borrower, or an extension or renewal option is included in the contract at the reporting date that is not unconditionally cancellable by Synovus.

To the extent the lives of the loans in the portfolio extend beyond the period for which a reasonable and supportable forecast can be made (which is one year for Synovus), the Company reverts, on a straight-line basis back to the historical rates over a one year period.

Life-of-loan loss percentages may also be adjusted, as necessary, for certain quantitative and qualitative factors that in management's judgment are necessary to reflect losses expected in the portfolio. These adjustments address inherent limitations in the quantitative model including uncertainty and limitations, among others.

The above reflects the ALL estimation process for most commercial and consumer sub-pools. In some cases, Synovus may apply other acceptable loss rate models to smaller subpools.

Loans that do not share risk characteristics are individually evaluated on a loan by loan basis with specific reserves, if any, recorded as appropriate. Specific reserves are determined based on two methods: discounted cash flow based upon the loan's contractual effective interest rate or at the fair value of the collateral, less costs to sell if the loan is collateral-dependent.

For individually evaluated loans, under the DCF method, resulting expected credit losses are recorded as a specific reserve with a charge-off for any portion of the expected credit loss that is determined not to be recoverable. The reserve is reassessed each quarter and adjusted as appropriate based on changes in estimated cash flows. Additionally, where guarantors are determined to be a source of repayment, an assessment of the guarantee is required. This guarantee assessment would include, but not be limited to, factors such as type and feature of the guarantee, consideration for the guarantor's financial strength and capacity to service the loan in combination with the guarantor's other financial obligations as well as the guarantor's willingness to assist in servicing the loan.

For individually evaluated loans, if the loan is collateral-dependent, then the fair value of the loan's collateral, less estimated selling costs, is compared to the loan's carrying amount to determine impairment. Fair value is estimated using appraisals performed by a certified or licensed appraiser. Management also considers other factors or recent developments, such as changes in absorption rates or market conditions at the time of valuation, selling costs and anticipated sales values, taking into account management's plans for disposition, which could result in adjustments to the fair value estimates indicated in the appraisals. The assumptions used in determining the amount of the impairment are subject to significant judgment. Use of

10

---

different assumptions, for example, changes in the fair value of the collateral or management's plans for disposition could have a significant impact on the amount of impairment.

Troubled debt restructurings

The ALL on a TDR is measured using the same method as all other loans held for investment, except that the original interest rate, and not the rate specified with the restructuring, is used to discount the expected cash flows.

Purchased Loans with Credit Deterioration

Purchased loans are evaluated upon acquisition in order to determine if the loan, or pool of loans, has experienced more-than-insignificant deterioration in credit quality since origination or issuance. In the performance of this evaluation, Synovus considers migration of the credit quality of the loans at origination in comparison to the credit quality at acquisition.

Purchased loans classified as PCD are recognized in accordance with ASC 326-20-30, whereby the amortized cost basis of the PCD asset is ‘grossed-up’ by the initial estimate of credit losses with an offset to the ALL. This acquisition date allowance has no income statement effect. Post-acquisition, any changes in estimates of expected credit losses are recorded through the provision for credit losses. Non-credit discounts or premiums are accreted or amortized, respectively into interest income using the interest method.

Loans formerly accounted for as purchased credit-impaired in accordance with ASC 310-30 were automatically transitioned to PCD classification. The Company did not maintain ASC 310-30 pools. PCD loans were integrated into existing pool structures based upon the nature of the loan type and are further segregated based upon the individual loan risk ratings as noted above.

The accounting treatment for purchased loans classified as non-PCD is the same as loans held for investment as detailed in the above section.

Allowance for Credit Losses on Off-balance-sheet Credit Exposures

Synovus maintains a separate ACL for off-balance-sheet credit exposures, including unfunded loan commitments, unless the associated obligation is unconditionally cancellable by the Company. This allowance is included in other liabilities on the consolidated balance sheets with offsetting expense recognized as a component of the provision for credit losses on the consolidated statements of income. The reserve for off-balance-sheet credit exposures considers the likelihood that funding will occur and estimates the expected credit losses on resulting commitments expected to be funded over its estimated life using the estimated loss rates on loans held for investment.

Recently Issued Accounting Standards Not Yet Adopted

ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASC 848). Facilitation of the Effects of Reference Rate Reform on Financial Reporting, provides temporary, optional guidance to ease the potential burden in accounting for, or recognizing the effects of, the transition away from the LIBOR or other interbank offered rate on financial reporting. To help with the transition to new reference rates, the ASU provides optional expedients and exceptions for applying GAAP to affected contract modifications and hedge accounting relationships. The main provisions include:

•A change in a contract’s reference interest rate would be accounted for as a continuation of that contract rather than as the creation of a new one for contracts, including loans, debt, leases, and other arrangements, that meet specific criteria.

•When updating its hedging strategies in response to reference rate reform, an entity would be allowed to preserve its hedge accounting.

The guidance is applicable only to contracts or hedge accounting relationships that reference LIBOR or another reference rate expected to be discontinued. Because the guidance is meant to help entities through the transition period, it will be in effect for a limited time and will not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, for which an entity has elected certain optional expedients that are retained through the end of the hedging relationship. The amendments in this ASU are effective March 12, 2020 through December 31, 2022. We are evaluating the impact of adopting the new guidance on the consolidated financial statements on an ongoing basis with no material expected impact at this time.

11

---

Note 2 - Acquisitions

Acquisition of FCB Financial Holdings, Inc.

Effective January 1, 2019 (the "Acquisition Date"), Synovus completed its acquisition of all of the outstanding stock of FCB, a bank holding company based in Weston, Florida, for total consideration of $1.63 billion. Effective January 1, 2019, FCB's wholly-owned banking subsidiary, Florida Community Bank, National Association, merged into Synovus Bank. The acquisition of FCB expanded Synovus' presence in Florida and the Southeast adding $9.29 billion in loans and $10.93 billion in deposits, on the Acquisition Date. The acquisition of FCB constituted a business combination and was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, with the valuation finalized as of December 31, 2019. The results of FCB's operations are included in Synovus' consolidated financial statements since the Acquisition Date.

During 2019, in connection with the FCB acquisition, Synovus incurred merger-related expense totaling $7.4 million and $57.1 million for the three and six months ended June 30, 2019, primarily related to employment compensation agreements, severance, professional services, and contract termination charges.

See "Part II - Item 8. Financial Statements and Supplementary Data - Note 2 - Acquisitions" to the consolidated financial statements of Synovus' 2019 Form 10-K for additional information on Synovus' acquisition of FCB.

Acquisition of Global One

On October 1, 2016, Synovus completed its acquisition of all of the outstanding stock of Global One. Under the terms of the merger agreement, the purchase price included additional annual payments ("Earnout Payments") to Global One's former shareholders over a period not to extend beyond June 30, 2021, with amounts based on a percentage of "Global One Earnings," as defined in the merger agreement. The Earnout Payments consist of shares of Synovus common stock as well as a smaller cash consideration component. During the three months ended June 30, 2020, Synovus recorded a $4.9 million increase to the earnout liability driven by increased earnings and earnings projections of Global One. The total fair value of the earnout liability at June 30, 2020 was $15.9 million.

12

---

Note 3 - Investment Securities Available for Sale

The amortized cost, gross unrealized gains and losses, and estimated fair values of investment securities available for sale at June 30, 2020 and December 31, 2019 are summarized below.

			June 30, 2020
(in thousands)			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Fair Value
U.S. Treasury securities			$	19,921					$	—					$	—					$	19,921
U.S. Government agency securities			168,918						2,504						(56)						171,366
Mortgage-backed securities issued by U.S. Government agencies			860,773						3,721						(66)						864,428
Mortgage-backed securities issued by U.S. Government sponsored enterprises			4,293,563						150,689						—						4,444,252
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises			1,191,630						21,597						(146)						1,213,081
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises			342,974						22,335						(56)						365,253
State and municipal securities			1,003						4						—						1,007
Corporate debt securities and other debt securities			119,573						40						(1,428)						118,185
Total investment securities available for sale			$	6,998,355					$	200,890					$	(1,752)					$	7,197,493
			December 31, 2019
(in thousands)			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Fair Value
U.S. Treasury securities			$	19,855					$	—					$	—					$	19,855
U.S. Government agency securities			35,499						1,042						—						36,541
Mortgage-backed securities issued by U.S. Government agencies			56,328						560						(72)						56,816
Mortgage-backed securities issued by U.S. Government sponsored enterprises			5,079,396						103,495						(2,076)						5,180,815
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises			629,706						7,349						(204)						636,851
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises			357,291						14,301						—						371,592
State and municipal securities			2,069						6						—						2,075
Asset-backed securities			323,237						4,315						(152)						327,400
Corporate debt securities and other debt securities			144,410						2,317						(2)						146,725
Total investment securities available for sale			$	6,647,791					$	133,385					$	(2,506)					$	6,778,670

At June 30, 2020 and December 31, 2019, investment securities with a carrying value of $2.49 billion and $1.71 billion, respectively, were pledged to secure certain deposits and other liabilities, as required by law or contractual agreements.

13

---

Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2020 and December 31, 2019 are presented below.

			June 30, 2020
			Less than 12 Months																		12 Months of Longer																		Total
(in thousands)			Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses
U.S. Government agency securities			$	47,091					$	(56)					$	—					$	—					$	47,091					$	(56)
Mortgage-backed securities issued by U.S. Government agencies			25,126						(66)						—						—						25,126						(66)
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises			142,634						(146)						—						—						142,634						(146)
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises			33,285						(56)						—						—						33,285						(56)
Corporate debt securities and other debt securities			42,782						(1,428)						—						—						42,782						(1,428)
Total			$	290,918					$	(1,752)					$	—					$	—					$	290,918					$	(1,752)
			December 31, 2019
			Less than 12 Months																		12 Months of Longer																		Total
(in thousands)			Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses
Mortgage-backed securities issued by U.S. Government agencies			$	19,543					$	(70)					$	355					$	(2)					19,898						$	(72)
Mortgage-backed securities issued by U.S. Government sponsored enterprises			768,040						(2,076)						—						—						768,040						(2,076)
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises			57,670						(204)						—						—						57,670						(204)
Asset-backed securities			37,156						(116)						4,954						(36)						42,110						(152)
Corporate debt securities and other debt securities			9,505						(2)						—						—						9,505						(2)
Total			$	891,914					$	(2,468)					$	5,309					$	(38)					$	897,223					$	(2,506)

As of June 30, 2020, Synovus had 12 investment securities in a loss position for less than twelve months and no investment securities in a loss position for twelve months or longer. At December 31, 2019, Synovus had 26 investment securities in a loss position for less than twelve months and 5 investment securities in a loss position for twelve months or longer. Synovus does not intend to sell investment securities in an unrealized loss position prior to the recovery of the unrealized loss, which may not be until maturity, and has the ability and intent to hold those securities for that period of time. Additionally, Synovus is not currently aware of any circumstances which will require it to sell any of the securities that are in an unrealized loss position prior to the respective securities' recovery of all such unrealized losses. As such, no write-downs to the amortized cost basis of the portfolio were recorded in the current period. During the latter part of the second quarter of 2020, as part of an overall strategic repositioning of the investment securities portfolio, Synovus realized net gains of $69.4 million from sales of investment securities, including losses of $5.7 million related to the sale of Synovus' remaining portfolio of asset-backed securities.

Synovus has evaluated investment securities that are in an unrealized loss position as of June 30, 2020 and determined the following:

Corporate debt securities - Synovus considers the credit quality of each issuer and whether payments of principal and interest are current. None of the investment securities described above are past due as of June 30, 2020. At June 30, 2020, these

14

---

securities are rated investment grade and the decline in fair value was largely driven by liquidity and wider market spreads. As such, no ACL was recorded during the period and unrealized losses were recognized in other comprehensive income, net of tax.

The amortized cost and fair value by contractual maturity of investment securities available for sale at June 30, 2020 are shown below. The expected life of MBSs or CMOs may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. For purposes of the maturity table, MBSs and CMOs, which are not due at a single maturity date, have been classified based on the final contractual maturity date.

			Distribution of Maturities at June 30, 2020
(in thousands)			Within One Year						1 to 5 Years						5 to 10 Years						More Than 10 Years						Total
Amortized Cost
U.S. Treasury securities			$	19,921					$	—					$	—					$	—					$	19,921
U.S. Government agency securities			568						27,714						140,636						—						168,918
Mortgage-backed securities issued by U.S. Government agencies			—						1,398						715						858,660						860,773
Mortgage-backed securities issued by U.S. Government sponsored enterprises			—						410						83,168						4,209,985						4,293,563
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises			—						—						273						1,191,357						1,191,630
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises			—						109,753						116,092						117,129						342,974
State and municipal securities			—						—						500						503						1,003
Corporate debt securities and other debt securities			24,049						84,869						8,655						2,000						119,573
Total amortized cost			$	44,538					$	224,144					$	350,039					$	6,379,634					$	6,998,355
Fair Value
U.S. Treasury securities			$	19,921					$	—					$	—					$	—					$	19,921
U.S. Government agency securities			571						27,770						143,025						—						171,366
Mortgage-backed securities issued by U.S. Government agencies			—						1,442						743						862,243						864,428
Mortgage-backed securities issued by U.S. Government sponsored enterprises			—						423						89,415						4,354,414						4,444,252
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises			—						—						285						1,212,796						1,213,081
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises			—						116,639						125,274						123,340						365,253
State and municipal securities			—						—						501						506						1,007
Corporate debt securities and other debt securities			23,967						83,922						8,634						1,662						118,185
Total fair value			$	44,459					$	230,196					$	367,877					$	6,554,961					$	7,197,493

15

---

Proceeds from sales, gross gains, and gross losses on sales of securities available for sale for the three and six months ended June 30, 2020 and 2019 are presented below. The specific identification method is used to reclassify gains and losses out of other comprehensive income at the time of sale.

			Three Months Ended June 30,																		Six Months Ended June 30,
(in thousands)			2020						2019						2020						2019
Proceeds from sales of investment securities available for sale			$	2,269,682					$	104,434					$	2,682,861					$	1,746,673
Gross realized gains on sales			75,105						—						83,839						9,129
Gross realized losses on sales(1)			(5,696)						(1,845)						(5,695)						(10,900)
Investment securities gains, net			$	69,409					$	(1,845)					$	78,144					$	(1,771)

⁽¹⁾ Losses recognized during 2020 related to the sale of Synovus' remaining portfolio of asset-backed securities during the second quarter of 2020.

16

---

Note 4 - Loans and Allowance for Loan Losses

The following tables provide a summary of current, accruing past due, and non-accrual loans by portfolio class as of June 30, 2020 and December 31, 2019.

Current, Accruing Past Due, and Non-accrual Loans
			June 30, 2020
(in thousands)			Current						Accruing 30-89 Days Past Due (1)						Accruing 90 Days or Greater Past Due (1)						Total Accruing Past Due (1)						Non-accrual with an ALL (1)						Non-accrual without an ALL (1)						Total
Commercial, financial and agricultural			$	13,041,583					$	9,515					$	2,598					$	12,113					$	67,535					$	15,465					$	13,136,696
Owner-occupied			6,779,043						1,894						1,038						2,932						9,206						10,399						6,801,580
Total commercial and industrial			19,820,626						11,409						3,636						15,045						76,741						25,864						19,938,276
Investment properties			9,444,615						829						118						947						1,638						—						9,447,200
1-4 family properties			689,660						1,507						1,204						2,711						4,437						—						696,808
Land and development			680,445						469						46						515						2,302						265						683,527
Total commercial real estate			10,814,720						2,805						1,368						4,173						8,377						265						10,827,535
Consumer mortgages			5,786,762						7,176						—						7,176						17,086						352						5,811,376
Home equity lines			1,692,542						3,495						27						3,522						14,200						—						1,710,264
Credit cards			243,333						4,395						2,720						7,115						—						—						250,448
Other consumer loans			1,460,672						8,719						640						9,359						4,552						—						1,474,583
Total consumer			9,183,309						23,785						3,387						27,172						35,838						352						9,246,671
Total loans			$	39,818,655					$	37,999					$	8,391					$	46,390					$	120,956					$	26,481					$	40,012,482		(2)

			December 31, 2019
(in thousands)			Current						Accruing 30-89 Days Past Due						Accruing 90 Days or Greater Past Due						Total Accruing Past Due						Non-accrual						ASC 310-30 Loans(3)						Total
Commercial, financial and agricultural			$	9,124,285					$	38,916					$	1,206					$	40,122					$	56,017					$	1,019,135					$	10,239,559
Owner-occupied			5,691,095						5,164						576						5,740						9,780						823,196						6,529,811
Total commercial and industrial			14,815,380						44,080						1,782						45,862						65,797						1,842,331						16,769,370
Investment properties			7,264,794						1,344						—						1,344						1,581						1,736,608						9,004,327
1-4 family properties			733,984						2,073						304						2,377						2,253						41,401						780,015
Land and development			629,363						808						—						808						1,110						78,161						709,442
Total commercial real estate			8,628,141						4,225						304						4,529						4,944						1,856,170						10,493,784
Consumer mortgages			3,681,553						4,223						730						4,953						11,369						1,848,493						5,546,368
Home equity lines			1,691,759						7,038						171						7,209						12,034						2,155						1,713,157
Credit cards			263,065						3,076						2,700						5,776						—						—						268,841
Other consumer loans			2,363,101						18,688						616						19,304						5,704						8,185						2,396,294
Total consumer			7,999,478						33,025						4,217						37,242						29,107						1,858,833						9,924,660
Total loans			$	31,442,999					$	81,330					$	6,303					$	87,633					$	99,848					$	5,557,334					$	37,187,814		(4)

⁽¹⁾ For purposes of this table, non-performing and past due loans exclude COVID-19 loan modifications.

⁽²⁾ Total before net deferred fees and costs of $98.2 million.

⁽³⁾ Represents loans (at fair value) acquired from FCB accounted for under ASC 310-30, net of discount of $90.3 million and payments since Acquisition Date and also include $1.8 million in non-accrual loans, $9.6 million in accruing 90 days or greater past due loans, and $26.5 million in 30-89 days past due loans.

⁽⁴⁾ Total before net deferred fees and costs of $25.4 million.

Interest income on non-accrual loans outstanding that would have been recorded if the loans had been current and performing in accordance with their original terms was $2.8 million and $3.4 million for the three months ended June 30, 2020 and 2019, respectively, and $4.9 million and $5.5 million for the six months ended June 30, 2020 and 2019, respectively. Of the interest income recognized during the three months ended June 30, 2020 and 2019, cash-basis interest income was

17

---

$484 thousand and $996 thousand, respectively. Cash-basis interest income was $1.4 million and $1.6 million for the six months ended June 30, 2020 and 2019, respectively.

Loans with carrying values of $15.42 billion and $12.11 billion, respectively, were pledged as collateral for borrowings and capacity at June 30, 2020 and December 31, 2019, respectively, to the FHLB and Federal Reserve Bank.

The credit quality of the loan portfolio is reviewed and updated no less frequently than quarterly using the standard asset classification system utilized by the federal banking agencies. These classifications are divided into three groups – Not Criticized (Pass), Special Mention, and Classified or Adverse rating (Substandard, Doubtful, and Loss) and are defined as follows:

Pass - loans which are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell in a timely manner, of any underlying collateral.

Special Mention - loans which have potential weaknesses that deserve management's close attention. These loans are not adversely classified and do not expose an institution to sufficient risk to warrant an adverse classification.

Substandard - loans which are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Loans with this classification are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful - loans which have all the weaknesses inherent in loans classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable on the basis of currently known facts, conditions, and values.

Loss - loans which are considered by management to be uncollectible and of such little value that their continuance on the institution's books as an asset, without establishment of a specific valuation allowance or charge-off, is not warranted. Synovus fully reserves for any loans rated as Loss.

In the following tables, consumer loans are generally assigned a risk grade similar to the classifications described above; however, upon reaching 90 days and 120 days past due, they are generally downgraded to Substandard and Loss, respectively, in accordance with the FFIEC Retail Credit Classification Policy. Additionally, in accordance with Interagency Supervisory Guidance, the risk grade classifications of consumer loans (consumer mortgages and HELOCs) secured by junior liens on 1-4 family residential properties also consider available information on the payment status of any associated senior liens with other financial institutions.

The risk characteristics and collateral information of each portfolio segment are as follows:

Commercial and Industrial Loans

The C&I loan portfolio is comprised of general middle market and commercial banking clients across a diverse set of industries. In accordance with Synovus' lending policy, each loan undergoes a detailed underwriting process which incorporates uniform underwriting standards and oversight in proportion to the size and complexity of the lending relationship. These loans are secured by collateral such as business equipment, inventory, and real estate. Whether for real estate or non-real estate purpose, credit decisions on loans in the C&I portfolio are based on cash flow from the operations of the business as the primary source of repayment of the debt, with underlying real estate or other collateral being the secondary source of repayment. PPP loans, which are categorized as C&I loans, were $2.71 billion net of unearned fees at June 30, 2020 and are guaranteed by the SBA.

Commercial Real Estate Loans

CRE loans primarily consist of income-producing investment properties loans. Additionally, CRE loans include 1-4 family properties loans as well as land and development loans. Investment properties loans consist of construction and mortgage loans for income-producing properties and are primarily made to finance multi-family properties, hotels, office buildings, shopping centers, warehouses and other commercial development properties. 1-4 family properties loans include construction loans to homebuilders and commercial mortgage loans related to 1-4 family rental properties and are almost always secured by the underlying property being financed by such loans. These properties are primarily located in the markets served by Synovus. Land and development loans include commercial and residential development as well as land acquisition loans and are secured by land held for future development, typically in excess of one year. Properties securing these loans are substantially within markets served by Synovus, and loan terms generally include personal guarantees from the principals. Loans in this portfolio are underwritten based on the LTV of the collateral and the capacity of the guarantor(s).

Consumer Loans

The consumer loan portfolio consists of a wide variety of loan products offered through Synovus' banking network including first and second residential mortgages, HELOCs, and credit card loans, as well as home improvement loans, student, and personal loans from third-party lending partnerships. The majority of Synovus' consumer loans are consumer mortgages

18

---

and HELOCs secured by first and second liens on residential real estate primarily located in the markets served by Synovus. The primary source of repayment for all consumer loans is generally the personal income of the borrower(s).

19

---

The following table summarizes each loan portfolio class by risk grade and origination as of June 30, 2020.

Loan Portfolio by Risk Grade and Origination
			June 30, 2020
			Term Loans Amortized Cost Basis by Origination Year																																																																		Revolving Loans
(in thousands)			2020						2019						2018						2017						2016						Prior						Amortized Cost Basis						Converted to Term Loans						Total
Commercial, financial and agricultural
Pass			$	3,740,787					$	1,597,917					$	1,036,299					$	708,156					$	612,390					$	892,294					$	4,122,798					$	77,917					$	12,788,558
Special Mention			7,352						7,740						19,208						31,223						3,910						14,110						61,580						2,820						147,943
Substandard(1)			4,674						11,579						15,952						20,561						11,095						37,335						65,753						1,016						167,965
Doubtful(2)			—						3,721						19,778						186						915						91						6,810						729						32,230
Total commercial, financial and agricultural			3,752,813						1,620,957						1,091,237						760,126						628,310						943,830						4,256,941						82,482						13,136,696
Owner-occupied
Pass			688,033						1,216,238						1,250,906						1,082,002						669,572						1,419,946						308,851						—						6,635,548
Special Mention			2,700						6,233						13,990						6,776						3,219						7,362						—						—						40,280
Substandard(1)			1,101						11,466						35,225						30,457						6,749						31,093						23						—						116,114
Doubtful(2)			—						—						9,638						—						—						—						—						—						9,638
Total owner-occupied			691,834						1,233,937						1,309,759						1,119,235						679,540						1,458,401						308,874						—						6,801,580
Total commercial and industrial			4,444,647						2,854,894						2,400,996						1,879,361						1,307,850						2,402,231						4,565,815						82,482						19,938,276
Investment properties
Pass			584,995						2,148,882						2,367,168						1,568,115						794,784						1,645,276						225,887						—						9,335,107
Special Mention			828						717						—						22,446						21,406						4,499						—						—						49,896
Substandard(1)			154						1,982						4,691						2,328						976						52,026						40						—						62,197
Total investment properties			585,977						2,151,581						2,371,859						1,592,889						817,166						1,701,801						225,927						—						9,447,200
1-4 family properties
Pass			94,373						150,134						90,084						102,285						51,637						124,109						67,053						—						679,675
Special Mention			430						1,996						160						—						807						410						—						—						3,803
Substandard(1)			1,518						922						4,399						1,092						382						2,640						2,377						—						13,330
Total 1-4 family properties			96,321						153,052						94,643						103,377						52,826						127,159						69,430						—						696,808
Land and development
Pass			41,600						222,580						103,868						115,763						21,025						103,966						48,039						—						656,841
Special Mention			—						1,533						2,390						636						—						7,186						5,642						—						17,387
Substandard(1)			1,101						1,274						2,864						630						1,190						2,240						—						—						9,299
Total land and development			42,701						225,387						109,122						117,029						22,215						113,392						53,681						—						683,527
Total commercial real estate			724,999						2,530,020						2,575,624						1,813,295						892,207						1,942,352						349,038						—						10,827,535

20

---

Loan Portfolio by Risk Grade and Origination (continued)
			June 30, 2020
			Term Loans Amortized Cost Basis by Origination Year																																																																		Revolving Loans
(in thousands)			2020						2019						2018						2017						2016						Prior						Amortized Cost Basis						Converted to Term Loans						Total
Consumer mortgages
Pass			$	1,087,169					$	1,042,318					$	560,207					$	841,101					$	826,726					$	1,433,288					$	991					$	—					$	5,791,800
Substandard(1)			29						1,116						895						4,741						2,500						10,221						—						—						19,502
Loss(3)			—						—						—						—						—						74						—						—						74
Total consumer mortgages			1,087,198						1,043,434						561,102						845,842						829,226						1,443,583						991						—						5,811,376
Home equity lines
Pass			—						—						—						—						—						—						1,600,837						89,969						1,690,806
Substandard(1)			—						—						—						—						—						—						11,234						6,047						17,281
Doubtful(2)			—						—						—						—						—						—						17						20						37
Loss(3)			—						—						—						—						—						—						1,898						242						2,140
Total home equity lines			—						—						—						—						—						—						1,613,986						96,278						1,710,264
Credit cards
Pass			—						—						—						—						—						—						247,884						—						247,884
Substandard(1)			—						—						—						—						—						—						898						—						898
Loss(4)			—						—						—						—						—						—						1,666						—						1,666
Total credit cards			—						—						—						—						—						—						250,448						—						250,448
Other consumer loans
Pass			259,282						326,999						221,013						196,955						126,927						88,033						249,397						—						1,468,606
Substandard(1)			—						1,246						536						2,517						715						677						286						—						5,977
Total other consumer loans			259,282						328,245						221,549						199,472						127,642						88,710						249,683						—						1,474,583
Total consumer			1,346,480						1,371,679						782,651						1,045,314						956,868						1,532,293						2,115,108						96,278						9,246,671
Total loans(5)			$	6,516,126					$	6,756,593					$	5,759,271					$	4,737,970					$	3,156,925					$	5,876,876					$	7,029,961					$	178,760					$	40,012,482

⁽¹⁾ The majority of loans within Substandard risk grade are accruing loans at June 30, 2020.

⁽²⁾ Loans within Doubtful risk grade are on non-accrual status and generally have an ALL equal to 50% of the loan amount.

⁽³⁾ Loans within Loss risk grade are on non-accrual status and have an ALL equal to the full loan amount.

⁽⁴⁾ Represent amounts that were 120 days past due. These credits are downgraded to the Loss category with an ALL equal to the full loan amount and are generally charged off upon reaching 181 days past due in accordance with the FFIEC Retail Credit Classification Policy.

⁽⁵⁾ Total before net deferred fees and costs of $98.2 million.

21

---

Loan Portfolio by Risk Grade
			December 31, 2019
(in thousands)			Pass						Special Mention						Substandard(1)						Doubtful(2)						Loss(3)						Total
Commercial, financial and agricultural			$	9,927,059					$	128,506					$	182,831					$	1,163					$	—					$	10,239,559
Owner-occupied			6,386,055						58,330						85,426						—						—						6,529,811
Total commercial and industrial			16,313,114						186,836						268,257						1,163						—						16,769,370
Investment properties			8,930,360						16,490						57,477						—						—						9,004,327
1-4 family properties			766,529						3,249						10,237						—						—						780,015
Land and development			681,003						18,643						9,796						—						—						709,442
Total commercial real estate			10,377,892						38,382						77,510						—						—						10,493,784
Consumer mortgages			5,527,746						—						18,376						97						149						5,546,368
Home equity lines			1,697,086						—						14,806						21						1,244						1,713,157
Credit cards			266,146						—						818						—						1,877			(4)			268,841
Other consumer loans			2,390,199						—						6,095						—						—						2,396,294
Total consumer			9,881,177						—						40,095						118						3,270						9,924,660
Total loans(5)			$	36,572,183					$	225,218					$	385,862					$	1,281					$	3,270					$	37,187,814

⁽¹⁾ The majority of loans within Substandard risk grade are accruing loans at December 31, 2019.

⁽²⁾ Loans within Doubtful risk grade are on non-accrual status and generally have an ALL equal to 50% of the loan amount.

⁽³⁾ Loans within Loss risk grade are on non-accrual status and have an ALL equal to the full loan amount.

⁽⁴⁾ Represent amounts that were 120 days past due. These credits are downgraded to the Loss category with an ALL equal to the full loan amount and are generally charged off upon reaching 181 days past due in accordance with the FFIEC Retail Credit Classification Policy.

⁽⁵⁾ Total before net deferred fees and costs of $25.4 million.

Collateral-Dependent Loans

We classify a loan as collateral-dependent when our borrower is experiencing financial difficulty, and we expect repayment to be provided substantially through the operation or sale of collateral. Our commercial loans have collateral that is comprised of real estate and business assets. Our consumer loans have collateral that is substantially comprised of residential real estate.

There were no significant changes in the extent to which collateral secures our collateral-dependent loans during the three and six months ended June 30, 2020.

22

---

The following tables detail the changes in the ALL by loan segment for the three and six months ended June 30, 2020 and 2019. Additionally, during the three months ended June 30, 2020, Synovus reversed $13.3 million in previously established reserves for credit losses associated with the transfer of $801.0 million in certain third-party lending partnership consumer loans to held for sale loans.

Allowance for Loan Losses Roll Forward
			As Of and For the Three Months Ended June 30, 2020
(in thousands)			Commercial & Industrial						Commercial Real Estate						Consumer						Total
Allowance for loan losses:
Beginning balance			$	216,950					$	107,117					$	169,385					$	493,452
Charge-offs			(23,245)						(689)						(6,844)						(30,778)
Recoveries			3,261						536						2,935						6,732
Provision for loan losses			32,949						64,562						21,731						119,242
Ending balance			$	229,915					$	171,526					$	187,207					$	588,648
			As Of and For the Three Months Ended June 30, 2019
(in thousands)			Commercial & Industrial						Commercial Real Estate						Consumer						Total
Allowance for loan losses:
Beginning balance			$	135,639					$	69,009					$	52,388					$	257,036
Charge-offs			(11,095)						(861)						(4,909)						(16,865)
Recoveries			1,821						1,954						1,311						5,086
Provision for (reversal of) loan losses			11,639						(6,639)						7,119						12,119
Ending balance			$	138,004					$	63,463					$	55,909					$	257,376
			As Of and For the Six Months Ended June 30, 2020
(in thousands)			Commercial & Industrial						Commercial Real Estate						Consumer						Total
Allowance for loan losses:
Beginning balance, prior to adoption of ASU 2016-13			$	145,782					$	67,430					$	68,190					$	281,402
Impact from adoption of ASU 2016-13			(2,310)						(651)						85,955						82,994
Charge-offs			(38,130)						(1,706)						(14,816)						(54,652)
Recoveries			5,002						935						4,608						10,545
Provision for loan losses			119,571						105,518						43,270						268,359
Ending balance			$	229,915					$	171,526					$	187,207					$	588,648
			As Of and For the Six Months Ended June 30, 2019
(in thousands)			Commercial & Industrial						Commercial Real Estate						Consumer						Total
Allowance for loan losses:
Beginning balance			$	133,123					$	68,796					$	48,636					$	250,555
Charge-offs			(24,133)						(2,093)						(11,337)						(37,563)
Recoveries			3,810						2,298						2,588						8,696
Provision for (reversal of) loan losses			25,204						(5,538)						16,022						35,688
Ending balance			$	138,004					$	63,463					$	55,909					$	257,376

The ALL of $588.6 million and the reserve for unfunded commitments of $61.0 million, which is recorded in other liabilities, comprise the total ACL of $649.7 million at June 30, 2020. The ACL increased during the second quarter of 2020 by $117.8 million to $649.7 million as of June 30, 2020. Since the adoption of CECL on January 1, 2020, the ACL has increased $256.5 million. The increase for the three and six months ended June 30, 2020 continues to be primarily driven by the deteriorated economic environment caused by the COVID-19 pandemic. Provision for credit losses (which includes the provision for loan losses and unfunded commitments) of $141.9 million and $300.6 million for the three and six months ended

23

---

June 30, 2020, respectively, resulted in the building of the ACL required under CECL primarily as a result of deterioration in the economic environment due to the impact of COVID-19.

Our modeling process incorporates quantitative and qualitative considerations that are used to inform CECL estimates. The internally developed economic forecast used to determine the ACL as of June 30, 2020 was approved late in the second quarter of 2020 pursuant to Synovus' economic forecasting governance processes. The economic assumptions for the second quarter of 2020 included the estimated impact of currently enacted government stimulus plans and an unemployment rate ending the 2020 year around 10%. Our model forecast includes moderate economic expansion following significant declines in real GDP in the second quarter of 2020. This represented further deterioration of the economic environment since March 31, 2020 and resulted in an increase of the ACL to loans coverage ratio during the quarter of 24 bps to 1.63% at June 30, 2020, or 1.74% excluding PPP loans.

Significant economic uncertainty remains as a result of the continuing COVID-19 crisis, and the trajectory of the economic recovery including any additional government stimulus plans will impact subsequent period CECL reserves.

Information about Synovus' TDRs is presented in the following tables. Synovus began entering into loan modifications with borrowers in response to the COVID-19 pandemic, which have not been classified as TDRs, and therefore are not included in the discussion below. See "Part I-Item 1. Financial Statements and Supplementary Data - Note 1 - Basis of Presentation" in this Report for more information on Synovus' loan modifications due to COVID-19. The following tables represent, by concession type, the post-modification balance for loans modified or renewed during the three and six months ended June 30, 2020 and 2019 that were reported as accruing or non-accruing TDRs.

TDRs by Concession Type
			Three Months Ended June 30, 2020
(in thousands, except contract data)			Number of Contracts						Below Market Interest Rate						Other Concessions(1)						Total
Commercial, financial and agricultural			40						$	1,503					$	2,000					$	3,503
Owner-occupied			7						453						1,434						1,887
Total commercial and industrial			47						1,956						3,434						5,390
Investment properties			2						5,599						—						5,599
1-4 family properties			4						69						549						618
Land and development			1						91						—						91
Total commercial real estate			7						5,759						549						6,308
Consumer mortgages			10						556						1,482						2,038
Home equity lines			14						181						918						1,099
Other consumer loans			18						19						798						817
Total consumer			42						756						3,198						3,954
Total TDRs			96						$	8,471					$	7,181					$	15,652		(2)
			Three Months Ended June 30, 2019
(in thousands, except contract data)			Number of Contracts						Below Market Interest Rate						Other Concessions(1)						Total
Commercial, financial and agricultural			21						$	1,343					$	1,589					$	2,932
Owner-occupied			4						1,082						—						1,082
Total commercial and industrial			25						2,425						1,589						4,014
Investment properties			1						180						—						180
1-4 family properties			4						514						—						514
Land and development			2						169						—						169
Total commercial real estate			7						863						—						863
Consumer mortgages			1						109						—						109
Home equity lines			24						2,321						—						2,321
Other consumer loans			34						586						1,332						1,918
Total consumer			59						3,016						1,332						4,348
Total TDRs			91						$	6,304					$	2,921					$	9,225		(3)

⁽¹⁾ Other concessions generally include term extensions, interest only payments for a period of time, or principal forgiveness, but there was no principal forgiveness for the three months ending June 30, 2020 and 2019.

⁽²⁾ No net charge-offs were recorded during the three months ended June 30, 2020.

⁽³⁾ No net charge-offs were recorded during the three months ended June 30, 2019.

24

---

			Six Months Ended June 30, 2020
(in thousands, except contract data)			Number of Contracts						Below Market Interest Rate						Other Concessions(1)						Total
Commercial, financial and agricultural			76						$	5,226					$	4,011					$	9,237
Owner-occupied			12						1,821						1,530						3,351
Total commercial and industrial			88						7,047						5,541						12,588
Investment properties			4						28,669						—						28,669
1-4 family properties			10						793						991						1,784
Land and development			2						541						—						541
Total commercial real estate			16						30,003						991						30,994
Consumer mortgages			16						1,072						2,566						3,638
Home equity lines			33						455						1,882						2,337
Other consumer loans			47						97						2,694						2,791
Total consumer			96						1,624						7,142						8,766
Total TDRs			200						$	38,674					$	13,674					$	52,348		(2)
			Six Months Ended June 30, 2019
(in thousands, except contract data)			Number of Contracts						Below Market Interest Rate						Other Concessions(1)						Total
Commercial, financial and agricultural			34						$	3,126					$	2,488					$	5,614
Owner-occupied			6						2,031						—						2,031
Total commercial and industrial			40						5,157						2,488						7,645
Investment properties			2						663						—						663
1-4 family properties			10						1,307						—						1,307
Land and development			2						169						—						169
Total commercial real estate			14						2,139						—						2,139
Consumer mortgages			5						237						1,214						1,451
Home equity lines			25						2,321						105						2,426
Other consumer loans			52						694						2,377						3,071
Total consumer			82						3,252						3,696						6,948
Total TDRs			136						$	10,548					$	6,184					$	16,732		(3)

⁽¹⁾ Other concessions generally include term extensions, interest only payments for a period of time, or principal forgiveness, but there was no principal forgiveness for the six months ending June 30, 2020 and 2019.

⁽²⁾ No net charge-offs were recorded during the six months ended June 30, 2020.

⁽³⁾ No net charge-offs were recorded during the six months ended June 30, 2019.

For the three and six months ended June 30, 2020 there was one default with a recorded investment of $27 thousand and four defaults with a recorded investment of $645 thousand, respectively, on accruing TDRs restructured during the previous twelve months (defaults are defined as the earlier of the TDR being placed on non-accrual status or reaching 90 days past due with respect to principal and/or interest payments) compared to one default with a recorded investment of $5 thousand for both the three and six months ended June 30, 2019. As of June 30, 2020 and December 31, 2019, there were no commitments to lend a material amount of additional funds to any customer whose loan was classified as a TDR.

25

---

Note 5 - Goodwill and Other Intangible Assets

Goodwill allocated to each reporting unit at June 30, 2020 and December 31, 2019 is presented as follows (the FMS reportable segment includes two reporting units of Consumer Mortgages and Wealth Management):

(in thousands)			Community Banking Reporting Unit						Wholesale Banking Reporting Unit						Consumer Mortgages Reporting Unit						Wealth Management Reporting Unit						Total
Balance as of December 31, 2019			$	256,323					$	171,636					$	44,877					$	24,431					$	497,267
Goodwill acquired and adjustments during the year			—						—						—						—						—
Balance as of June 30, 2020			$	256,323					$	171,636					$	44,877					$	24,431					$	497,267

Goodwill is evaluated for impairment on an annual basis or whenever an event occurs or circumstances change to indicate that it is more likely than not that an impairment loss has been incurred (i.e., a triggering event). Synovus conducted a goodwill impairment assessment as of December 31, 2019, following Synovus' reorganization, applying ASC 350-20-35-3A Goodwill Subsequent Measurement - Qualitative Assessment Approach and concluded that goodwill was not impaired. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 19 -Segment Reporting" to the consolidated financial statements of Synovus' 2019 Form 10-K for information on Synovus' reorganization during 2019.

During the second quarter of 2020, Synovus assessed the indicators of goodwill impairment for each reporting unit and noted certain events related to COVID-19 that indicated it was more likely than not that goodwill was impaired, necessitating an interim test. Triggering events included Synovus' stock price trading below book value for the entire quarter, an extremely low interest rate environment, as well as general economic uncertainty surrounding the pandemic, which has led to an economic recession. As such, Synovus performed a quantitative assessment of goodwill impairment as of June 30, 2020, which included determining the estimated fair value of each reporting unit, utilizing a combination of discounted cash flow and market-based approaches, and comparing that fair value to each reporting unit's carrying amount. The discounted cash flow method included updated internal forecasts, long-term profitability targets, growth rates and discount rates. The market approach was based on a comparison of certain financial metrics of Synovus' reporting units to guideline public company peers. The income-based discounted cash flow approach was more heavily weighted (60%) than the market-based approach (40%) due to significant volatility in the market since the pandemic was declared a National Emergency.

Based on assessments performed at June 30, 2020 and March 31, 2020, the fair value of each of our reporting units exceeded its carrying amount at June 30, 2020 and March 31, 2020; therefore, goodwill is not impaired. However, the excess of fair value over the carrying amount for the Community Banking and Wholesale Banking reporting units was significantly less than the excess at December 31, 2019.

Due to the high degree of subjectivity involved in estimating the fair value of Synovus' reporting units, a significant decline in Synovus' expected future cash flows or estimated growth rates due to further deterioration in the economic environment, or a prolonged decline in the price of Synovus' common stock, may necessitate additional future interim assessments that could result in a goodwill impairment charge that is material to Synovus' results from operations, but would not materially impact our financial condition.

The following table shows the gross carrying amount and accumulated amortization of other intangible assets as of June 30, 2020 and December 31, 2019, which primarily consist of core deposit intangible assets acquired in the FCB acquisition. The CDI is being amortized over its estimated useful life of approximately ten years utilizing an accelerated method. Aggregate other intangible assets amortization expense for the three and six months ended June 30, 2020 was $2.6 million and $5.3 million, respectively. Aggregate other intangible assets amortization for the three and six months ended June 30, 2019 was $2.4 million and $5.8 million, respectively.

(in thousands)			Gross Carrying Amount						Accumulated Amortization						Net Carrying Value
June 30, 2020
CDI			$	57,400					$	(15,132)					$	42,268
Other			12,500						(4,376)						8,124
Total other intangible assets			$	69,900					$	(19,508)					$	50,392
December 31, 2019
CDI			$	57,400					$	(10,436)					$	46,964
Other			12,500						(3,793)						8,707
Total other intangible assets			$	69,900					$	(14,229)					$	55,671

26

---

Note 6 - Shareholders' Equity and Other Comprehensive Income (Loss)

Repurchases of Common Stock

During the three months ended June 30, 2020, Synovus did not repurchase any shares of its common stock. During the six months ended June 30, 2020, Synovus repurchased $16.2 million, or 450 thousand shares of its common stock, at an average price of $36.08 per share, under the share repurchase program announced on January 24, 2020.

Dividends

The following table presents dividends declared related to common stock. For information related to preferred stock dividends, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 10 - Shareholders' Equity and Other Comprehensive Income" to the consolidated financial statements of Synovus' 2019 Form 10-K.

						Three Months Ended June 30,																		Six Months Ended June 30,
						2020						2019						2020						2019
Cash dividends declared per share						$	0.33					$	0.30					$	0.66					$	0.60

Equity-Based Compensation Plans

The following tables summarize the status of Synovus' stock options, restricted share units, market restricted share units, and performance share units as of June 30, 2020 and activity for the six months ended June 30, 2020.

						Stock Options
(in thousands, except per share amounts)						Quantity						Weighted-Average Exercise Price Per Share
Outstanding at January 1, 2020						3,037						$	22.74
Exercised						(232)						28.59
Expired/canceled						(16)						25.00
Outstanding at June 30, 2020						2,789						$	22.24

						RSUs, MRSUs, and PSUs
(in thousands, except per share amounts)						Quantity						Weighted-Average Grant Date Fair Value Per Share
Non-vested at January 1, 2020						1,312						$	39.28
Granted						743						35.11
Quantity change based on TSR and performance factors						44						35.11
Dividend equivalents granted						41						35.11
Vested						(582)						38.40
Forfeited						(48)						36.22
Non-vested at June 30, 2020						1,510						$	37.43

Changes in Accumulated Other Comprehensive Income (Loss) by Component (Net of Income Taxes)

The following tables illustrate activity within the balances in accumulated other comprehensive income (loss) by component for the three and six months ended June 30, 2020 and 2019.

27

---

Changes in Accumulated Other Comprehensive Income (Loss) by Component (Net of Income Taxes)
(in thousands)						Net unrealized gains (losses) on investment securities available for sale(1)						Net unrealized gains (losses) on cash flow hedges(1)						Post-retirement unfunded health benefit						Total
Balance, April 1, 2020						$	194,524					$	61,925					$	462					$	256,911
Other comprehensive income (loss) before reclassifications						(8,847)						6,538						—						(2,309)
Amounts reclassified from AOCI						(51,432)						(200)						—						(51,632)
Net current period other comprehensive income (loss)						(60,279)						6,338						—						(53,941)
Balance at June 30, 2020						$	134,245					$	68,263					$	462					$	202,970
Balance, April 1, 2019						$	(7,071)					$	(12,137)					$	866					$	(18,342)
Other comprehensive income (loss) before reclassifications						66,290						—						—						66,290
Amounts reclassified from AOCI						1,367						—						(26)						1,341
Net current period other comprehensive income (loss)						67,657						—						(26)						67,631
Balance at June 30, 2019						$	60,586					$	(12,137)					$	840					$	49,289
Balance, December 31, 2019						$	83,666					$	(18,487)					$	462					$	65,641
Other comprehensive income (loss) before reclassifications						108,484						87,039						—						195,523
Amounts reclassified from AOCI						(57,905)						(289)						—						(58,194)
Net current period other comprehensive income (loss)						50,579						86,750						—						137,329
Balance at June 30, 2020						$	134,245					$	68,263					$	462					$	202,970
Balance, December 31, 2018						$	(83,179)					$	(12,137)					$	896					$	(94,420)
Other comprehensive income (loss) before reclassifications						142,453						—						—						142,453
Amounts reclassified from AOCI						1,312						—						(56)						1,256
Net current period other comprehensive income (loss)						143,765						—						(56)						143,709
Balance at June 30, 2019						$	60,586					$	(12,137)					$	840					$	49,289

⁽¹⁾ For all periods presented, the ending balance in net unrealized gains (losses) on cash flow hedges and investment securities available for sale includes unrealized losses of $12.1 million and $13.3 million, respectively, related to residual tax effects remaining in OCI due to previously established deferred tax asset valuation allowances in 2010 and 2011. In accordance with ASC 740-20-45-11(b), under the portfolio approach, these unrealized losses are realized at the time the entire portfolio is sold or disposed.

28

---

Note 7 - Fair Value Accounting

Fair value accounting guidance defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability (an "exit price") in the principal or most advantageous market available to the entity in an orderly transaction between market participants, on the measurement date. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" of Synovus' 2019 Form 10-K for a description of how fair value measurements are determined.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present all financial instruments measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019.

			June 30, 2020
(in thousands)			Level 1						Level 2						Level 3						Total Assets and Liabilities at Fair Value
Assets
Trading securities:
Mortgage-backed securities issued by U.S. Government agencies			$	—					$	18					$	—					$	18
Commercial mortgage-backed securities issued by U.S. Government sponsored enterprises			—						288						—						288
Other mortgage-backed securities			—						1,620						—						1,620
State and municipal securities			—						165						—						165
Asset-backed securities			—						2,535						—						2,535
Total trading securities			$	—					$	4,626					$	—					$	4,626
Investment securities available for sale:
U.S. Treasury securities			$	19,921					$	—					$	—					$	19,921
U.S. Government agency securities			—						171,366						—						171,366
Mortgage-backed securities issued by U.S. Government agencies			—						864,428						—						864,428
Mortgage-backed securities issued by U.S. Government sponsored enterprises			—						4,444,252						—						4,444,252
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises			—						1,213,081						—						1,213,081
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises			—						365,253						—						365,253
State and municipal securities			—						1,007						—						1,007
Corporate debt securities and other debt securities			—						116,523						1,662						118,185
Total investment securities available for sale			$	19,921					$	7,175,910					$	1,662					$	7,197,493
Mortgage loans held for sale			—						266,306						—						266,306
Private equity investments			—						—						698						698
Mutual funds and mutual funds held in rabbi trusts			34,219						—						—						34,219
GGL/SBA loans servicing asset			—						—						3,019						3,019
Derivative assets			—						496,978						—						496,978
Liabilities
Earnout liability			$	—					$	—					$	15,924					$	15,924
Derivative liabilities			—						194,376						1,755						196,131

29

---

			December 31, 2019
(in thousands)			Level 1						Level 2						Level 3						Total Assets and Liabilities at Fair Value
Assets
Trading securities:
Commercial mortgage-backed securities issued by U.S. Government sponsored enterprises			$	—					$	2,486					$	—					$	2,486
Other mortgage-backed securities			—						1,284						—						1,284
State and municipal securities			—						65						—						65
Asset-backed securities			—						3,227						—						3,227
Other investments			—						150						—						150
Total trading securities			$	—					$	7,212					$	—					$	7,212
Investment securities available for sale:
U.S. Treasury securities			$	19,855					$	—					$	—					$	19,855
U.S. Government agency securities			—						36,541						—						36,541
Mortgage-backed securities issued by U.S. Government agencies			—						56,816						—						56,816
Mortgage-backed securities issued by U.S. Government sponsored enterprises			—						5,180,815						—						5,180,815
Collateralized mortgage obligations issued by U.S. Government agencies or sponsored enterprises			—						636,851						—						636,851
Commercial mortgage-backed securities issued by U.S. Government agencies or sponsored enterprises			—						371,592						—						371,592
State and municipal securities			—						2,075						—						2,075
Asset-backed securities			—						327,400						—						327,400
Corporate debt securities and other debt securities			—						144,620						2,105						146,725
Total investment securities available for sale			$	19,855					$	6,756,710					$	2,105					$	6,778,670
Mortgage loans held for sale			—						115,173						—						115,173
Private equity investments			15,502						—						3,887						19,389
Mutual funds and mutual funds held in rabbi trusts			32,348						—						—						32,348
GGL/SBA loans servicing asset			—						—						3,040						3,040
Derivative assets			—						140,016						—						140,016
Liabilities
Trading liability for short positions			$	1,560					$	—					$	—					$	1,560
Earnout liability			—						—						11,016						11,016
Derivative liabilities			—						34,732						2,339						37,071

Fair Value Option

Synovus has elected the fair value option for mortgage loans held for sale primarily to ease the operational burden required to maintain hedge accounting for these loans. Synovus is still able to achieve effective economic hedges on mortgage loans held for sale without the time and expense needed to manage a hedge accounting program.

The following table summarizes the difference between the fair value and the UPB of mortgage loans held for sale and the changes in fair value of these loans. An immaterial portion of these changes in fair value was attributable to changes in instrument-specific credit risk.

Mortgage Loans Held for Sale
(in thousands)			As of June 30, 2020						As of December 31, 2019
Fair value			$	266,306					$	115,173
Unpaid principal balance			257,365						112,218
Fair value less aggregate unpaid principal balance			$	8,941					$	2,955

30

---

Changes in Fair Value Included in Net Income
			Three Months Ended June 30,																		Six Months Ended June 30,
(in thousands)			2020						2019						2020						2019
Mortgage loans held for sale			$	5,365					$	345					$	5,984					$	701

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

During the three and six months ended June 30, 2020, Synovus did not have any transfers in or out of Level 3 in the fair value hierarchy. During the six months ended June 30, 2019, Synovus had transfers out of Level 3 into Level 1 in the fair value hierarchy as certain funds within private equity investments became public with traded securities.

			Three Months Ended June 30, 2020
(in thousands)			Investment Securities Available for Sale						Private Equity Investments						GGL / SBA Loans Servicing Asset						Earnout Liability						Visa Derivative
Beginning balance, April 1, 2020			$	1,562					$	3,255					$	3,149					$	(11,016)					$	(2,050)
Total gains (losses) realized/unrealized:
Included in earnings			—						(2,557)						(291)						(4,908)						—
Unrealized gains (losses) included in OCI			100						—						—						—						—
Additions			—						—						161						—						—
Settlements			—						—						—						—						295
Ending balance, June 30, 2020			$	1,662					$	698					$	3,019					$	(15,924)					$	(1,755)
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains/(losses) relating to assets/liabilities still held at June 30, 2020			$	—					$	(2,557)					$	—					$	(4,908)					$	—
			Three Months Ended June 30, 2019
(in thousands)			Investment Securities Available for Sale						Private Equity Investments						GGL / SBA Loans Servicing Asset						Earnout Liability						Visa Derivative
Beginning balance, April 1, 2019			$	1,981					$	9,481					$	3,447					$	(14,353)					$	(1,366)
Total gains (losses) realized/unrealized:
Included in earnings			—						82						(305)						—						—
Unrealized gains (losses) included in OCI			36						—						—						—						—
Additions			—						—						184						—						—
Settlements			—						—						—						—						317
Ending balance, June 30, 2019			$	2,017					$	9,563					$	3,326					$	(14,353)					$	(1,049)
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains/(losses) relating to assets/liabilities still held at June 30, 2019			$	—					$	82					$	—					$	—					$	—

31

---

			Six Months Ended June 30, 2020
(in thousands)			Investment Securities Available for Sale						Private Equity Investments						GGL / SBA Loans Servicing Asset						Earnout Liability						Visa Derivative
Beginning balance, December 31, 2019			$	2,105					$	3,887					$	3,040					$	(11,016)					$	(2,339)
Total gains (losses) realized/unrealized:
Included in earnings			—						(3,189)						(555)						(4,908)						—
Unrealized gains (losses) included in OCI			(443)						—						—						—						—
Additions			—						—						534						—						—
Settlements			—						—						—						—						584
Ending balance, June 30, 2020			$	1,662					$	698					$	3,019					$	(15,924)					$	(1,755)
Total net gains (losses) for the period included in earnings attributable to the change in unrealized gains/(losses) relating to assets/liabilities still held at June 30, 2020			$	—					$	(3,189)					$	—					$	(4,908)					$	—
			Six Months Ended June 30, 2019
(in thousands)			Investment Securities Available for Sale						Private Equity Investments						GGL / SBA Loans Servicing Asset						Earnout Liability						Visa Derivative
Beginning balance, December 31, 2018			$	1,785					$	11,028					$	3,729					$	(14,353)					$	(1,673)
Total (losses) gains realized/unrealized:
Included in earnings			—						110						(793)						—						—
Unrealized gains (losses) included in OCI			232						—						—						—						—
Additions			—						—						390						—						—
Settlements			—						—						—						—						624
Transfers out of Level 3			—						(1,575)						—						—						—
Ending balance, June 30, 2019			$	2,017					$	9,563					$	3,326					$	(14,353)					$	(1,049)
Total net gains (losses) for the period included in earnings attributable to the change in unrealized losses relating to assets/liabilities still held at June 30, 2019			$	—					$	110					$	—					$	—					$	—

32

---

The table below provides an overview of the valuation techniques and significant unobservable inputs used in those techniques to measure financial instruments that are classified within Level 3 of the valuation hierarchy and are measured at fair value on a recurring basis. The range of sensitivities that management utilized in its fair value calculations is deemed acceptable in the industry with respect to the identified financial instruments.

June 30, 2020

(dollars in thousands)

Valuation Technique

Significant Unobservable Input

Level 3 Fair Value

Rate/Range

Assets measured at fair value on a recurring basis

Investment Securities Available for Sale - Corporate debt and other debt securities - trust preferred security

Discounted cash flow analysis

Discount rate Forecasted average Prime reset rate

$1,662

6.51% 3.68%

Private equity investments

Individual analysis of each investee company

Multiple factors, including but not limited to, current operations, financial condition, cash flows, evaluation of business management and financial plans, and recently executed financing transactions related to the investee companies

$698

N/A

GGL/SBA loans servicing asset

Discounted cash flow analysis

Discount rate Prepayment speeds

$3,019

12.16% 16.10%

Earnout liability

Option pricing methods and Monte Carlo simulation

Financial projections of Global One

$15,924

N/A

Visa derivative liability

Discounted cash flow analysis

Estimated timing of resolution of Covered Litigation and future cumulative deposits to the litigation escrow for settlement of the Covered Litigation

$1,755

0-1.5 years (4Q 2021)

Assets Measured at Fair Value on a Non-recurring Basis

Certain assets are required to be measured at fair value on a nonrecurring basis subsequent to their initial recognition. These assets and liabilities are not measured at fair value on an ongoing basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The following table presents assets measured at fair value on a non-recurring basis as of the dates indicated for which there was a fair value adjustment.

33

---

			June 30, 2020																																										December 31, 2019
(in thousands)			Level 1						Level 2						Level 3						Total						Level 1						Level 2						Level 3						Total
Loans(1)			$	—					$	—					$	21,138					$	21,138					$	—					$	—					$	1,461					$	1,461
Other real estate			—						—						5,902						5,902						—						—						8,023						8,023
MPS receivable			—						—						18,202						18,202						—						—						21,437						21,437
Other assets held for sale			—						—						1,634						1,634						—						—						1,238						1,238

ORE properties are included in other assets on the consolidated balance sheets. The carrying value of ORE at June 30, 2020 and December 31, 2019 was $12.0 million and $14.4 million, respectively.

The following table presents fair value adjustments recognized in earnings for the three and six months ended June 30, 2020 and 2019 for assets measured at fair value on a non-recurring basis still held at period-end.

			Three Months Ended June 30,																		Six Months Ended June 30,
(in thousands)			2020						2019						2020						2019
Loans(1)			$	14,950					$	—					$	14,950					$	2,625
Other real estate			1,228						612						1,228						624
MPS receivable			—						—						2,663						—
Other assets held for sale			729						—						2,120						91

⁽¹⁾ Collateral-dependent loans that were written down to fair value of collateral.

The table below provides an overview of the valuation techniques and significant unobservable inputs used in those techniques to measure financial instruments that are classified within Level 3 of the valuation hierarchy and are measured at fair value on a non-recurring basis.

June 30, 2020

Valuation Technique

Significant Unobservable Input

Range (Weighted Average)(1)

Assets measured at fair value on a non-recurring basis

Loans

Third-party appraised value of collateral less estimated selling costs

Discount to appraised value Estimated selling costs

0%-43% (24%) 0%-10% (7%)

Other real estate

Third-party appraised value of real estate less estimated selling costs

Discount to appraised value Estimated selling costs

0%-33% (23%) 0%-10% (7%)

MPS receivable(2)

Third-party appraised value of business less estimated selling costs

Discount to appraised value Estimated selling costs

N/A

Other assets held for sale

Third-party appraised value less estimated selling costs or BOV

Discount to appraised value Estimated selling costs

0%-66% (63%) 0%-10% (7%)

⁽¹⁾ The weighted average is the measure of central tendencies; it is not the value that management is using for the asset or liability.

⁽²⁾ See "Part I - Item 1. Notes to Unaudited Interim Financial Statements - Note 10 - Commitments and Contingencies" of this Report for more information on this receivable which was classified as a NPA at June 30, 2020 and December 31, 2019.

Fair Value of Financial Instruments

The following tables present the carrying and estimated fair values of financial instruments at June 30, 2020 and December 31, 2019. The fair values represent management’s best estimates based on a range of methodologies and assumptions. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" to the consolidated financial statements of Synovus' 2019 Form 10-K for a description of how fair value measurements are determined.

34

---

			June 30, 2020
(in thousands)			Carrying Value						Fair Value						Level 1						Level 2						Level 3
Financial assets
Total cash, cash equivalents, restricted cash, and restricted cash equivalents			$	1,571,225					$	1,571,225					$	1,571,225					$	—					$	—
Trading securities			4,626						4,626						—						4,626						—
Investment securities available for sale			7,197,493						7,197,493						19,921						7,175,910						1,662
Loans held for sale			900,936						900,936						—						266,306						634,630
Private equity investments			698						698						—						—						698
Mutual funds and mutual funds held in rabbi trusts			34,219						34,219						34,219						—						—
Loans, net			39,325,649						39,386,584						—						—						39,386,584
GGL/SBA loans servicing asset			3,019						3,019						—						—						3,019
Derivative assets			496,978						496,978						—						496,978						—
Financial liabilities
Non-interest-bearing deposits			$	12,555,714					$	12,555,714					$	—					$	12,555,714					$	—
Non-time interest-bearing deposits			23,236,436						23,236,436						—						23,236,436						—
Time deposits			8,402,430						8,458,264						—						8,458,264						—
Total deposits			$	44,194,580					$	44,250,414					$	—					$	44,250,414					$	—
Federal funds purchased and securities sold under repurchase agreements			225,576						225,576						225,576						—						—
Other short-term borrowings			300,000						300,000						—						300,000						—
Long-term debt			2,327,921						2,351,494						—						2,351,494						—
Earnout liability			15,924						15,924						—						—						15,924
Derivative liabilities			196,131						196,131						—						194,376						1,755

35

---

			December 31, 2019
(in thousands)			Carrying Value						Fair Value						Level 1						Level 2						Level 3
Financial assets
Total cash, cash equivalents, restricted cash, and restricted cash equivalents			$	1,186,918					$	1,186,918					$	1,186,918					$	—					$	—
Trading securities			7,212						7,212						—						7,212						—
Investment securities available for sale			6,778,670						6,778,670						19,855						6,756,710						2,105
Mortgage loans held for sale			115,173						115,173						—						115,173						—
Private equity investments			19,389						19,389						15,502						—						3,887
Mutual funds and mutual funds held in rabbi trusts			32,348						32,348						32,348						—						—
Loans, net			36,881,048						36,931,256						—						—						36,931,256
GGL/SBA loans servicing asset			3,040						3,040						—						—						3,040
Derivative assets			140,016						140,016						—						140,016						—
Financial liabilities
Non-interest-bearing deposits			$	9,439,485					$	9,439,485					$	—					$	9,439,485					$	—
Non-time interest-bearing deposits			19,891,711						19,891,711						—						19,891,711						—
Time deposits			9,074,308						9,112,459						—						9,112,459						—
Total deposits			$	38,405,504					$	38,443,655					$	—					$	38,443,655					$	—
Federal funds purchased and securities sold under repurchase agreements			165,690						165,690						165,690						—						—
Trading liability for short positions			1,560						1,560						1,560						—						—
Other short-term borrowings			1,752,000						1,752,000						—						1,752,000						—
Long-term debt			2,153,897						2,185,717						—						2,185,717						—
Earnout liability			11,016						11,016						—						—						11,016
Derivative liabilities			37,071						37,071						—						34,732						2,339

Note 8 - Derivative Instruments and Hedging Activities

Synovus utilizes derivative instruments to manage its exposure to various types of interest rate risk, exposures related to liquidity and credit risk, and to facilitate customer transactions. The primary types of derivative instruments utilized by Synovus consist of interest rate swaps, interest rate lock commitments made to prospective mortgage loan customers, commitments to sell fixed-rate mortgage loans, and foreign currency exchange forwards. Interest rate lock commitments represent derivative instruments since it is intended that such loans will be sold. Synovus is party to master netting arrangements with its dealer counterparties; however, Synovus does not offset assets and liabilities under these arrangements for financial statement presentation purposes. See "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" to the consolidated financial statements of Synovus' 2019 Form 10-K for additional information regarding accounting policies for derivatives.

Hedging Derivatives

Cash flow hedge relationships mitigate exposure to the variability of future cash flows or other forecasted transactions. Synovus has entered into interest rate swap contracts to manage overall cash flow changes related to interest rate risk exposure on index-based variable rate commercial loans. The contracts effectively modify Synovus' exposure to interest rate risk by utilizing receive fixed/pay index-based variable rate interest rate swaps.

For cash flow hedges, the effective portion of the gain or loss related to the derivative instrument is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings or when the hedge is terminated and included in the same income statement line item as the earnings effect of the hedged item.

Synovus recorded an unrealized gain of $9.8 million, or $7.3 million, after-tax, in OCI, during the first quarter of 2020, related to terminated cash flow hedges, which is being recognized into earnings in conjunction with the effective terms of the original swaps through the third quarter of 2025. Synovus recognized pre-tax income of $270 thousand and $390 thousand, respectively, during the three and six months ended June 30, 2020 related to the amortization of terminated cash flow hedges.

36

---

As of June 30, 2020, Synovus expects to reclassify approximately $39 million of pre-tax gains from AOCI into interest income on cash flow hedges over the next twelve months. Included in this amount is approximately $5 million in pre-tax gains related to the terminated cash flow hedges. As of June 30, 2020, the maximum length of time over which Synovus is hedging its exposure to the variability in future cash flows is through the first quarter of 2024.

For derivative instruments that are not designated as hedging instruments, changes in the fair value of the derivatives are recognized in earnings immediately.

Counterparty Credit Risk and Collateral

Entering into derivative contracts potentially exposes Synovus to the risk of counterparties’ failure to fulfill their legal obligations, including, but not limited to, potential amounts due or payable under each derivative contract. Notional principal amounts are often used to express the volume of these transactions, but the amounts potentially subject to credit risk are much smaller. Synovus assesses the credit risk of its dealer counterparties by regularly monitoring publicly available credit rating information, evaluating other market indicators, and periodically reviewing detailed financials. Dealer collateral requirements are determined via risk-based policies and procedures and in accordance with existing agreements. Synovus seeks to minimize dealer credit risk by dealing with highly rated counterparties and by obtaining collateral for exposures above certain predetermined limits. Management closely monitors credit conditions within the customer swap portfolio, which management deems to be of higher risk than dealer counterparties. Collateral is secured at origination and credit related fair value adjustments are recorded against the asset value of the derivative as deemed necessary based upon an analysis, which includes consideration of the current asset value of the swap, customer risk rating, collateral value, and customer standing with regards to its swap contractual obligations and other related matters. Such asset values fluctuate based upon changes in interest rates regardless of changes in notional amounts and changes in customer specific risk.

Collateral Requirements

Pursuant to the Dodd-Frank Act, certain derivative transactions have collateral requirements, both at the inception of the trade and as the value of each derivative position changes. As of June 30, 2020 and December 31, 2019, collateral totaling $159.3 million and $84.6 million, respectively, was pledged to the derivative counterparties to comply with collateral requirements. For derivatives cleared through central clearing houses, the variation margin payments made are legally characterized as settlements of the derivatives. As a result, these variation margin payments are netted against the fair value of the respective derivative contracts in the consolidated balance sheets and related disclosures. At June 30, 2020 and December 31, 2019, Synovus had a variation margin of $198.5 million and $113.7 million respectively, each reducing the derivative liability.

37

---

The following table reflects the notional amount and fair value of derivative instruments included on the consolidated balance sheets.

			June 30, 2020																														December 31, 2019
									Fair Value																								Fair Value
(in thousands)			Notional Amount						Derivative Assets (1)						Derivative Liabilities (2)						Notional Amount						Derivative Assets (1)						Derivative Liabilities (2)
Derivatives in cash flow hedging relationships:
Interest rate contracts			$	2,750,000					$	99,070					$	—					$	2,000,000					$	54					$	8,624
Total derivatives designated as hedging instruments									$	99,070					$	—											$	54					$	8,624
Derivatives not designated as hedging instruments:
Interest rate contracts(3)			$	8,647,036					$	390,228					$	192,556					$	7,258,159					$	138,672					$	25,849
Mortgage derivatives - interest rate lock commitments			348,408						7,680						—						70,481						1,290						—
Mortgage derivatives - forward commitments to sell fixed-rate mortgage loans			325,000						—						1,396						107,000						—						168
Other contracts(4)			164,430						—						424						145,764						—						91
Visa derivative			—						—						1,755						—						—						2,339
Total derivatives not designated as hedging instruments									$	397,908					$	196,131											$	139,962					$	28,447

⁽¹⁾ Derivative assets are recorded in other assets on the consolidated balance sheets.

⁽²⁾ Derivative liabilities are recorded in other liabilities on the consolidated balance sheets.

⁽³⁾ Includes interest rate contracts for customer swaps and offsetting positions, net of variation margin payments.

⁽⁴⁾ Includes risk participation agreements sold. Additionally, the notional amount of risk participation agreements purchased was $2.8 million and $3.0 million at June 30, 2020 and December 31, 2019, respectively.

Synovus also provides foreign currency exchange services, primarily forward contracts, with counterparties to allow commercial customers to mitigate exchange rate risk. Synovus covers its risk by entering into an offsetting foreign currency exchange forward contract. The notional amount of foreign currency exchange forwards was $35.1 million and $32.9 million at June 30, 2020 and December 31, 2019, respectively. The fair value of foreign currency exchange forwards was negligible at June 30, 2020 and December 31, 2019 due to the very short duration of these contracts.

The following table presents the effect of hedging derivative instruments on the consolidated statements of income and the total amounts for the respective line item affected for the three and six months ended June 30, 2020 and 2019.

			Three Months Ended June 30,																		Six Months Ended June 30,
(in thousands)			2020						2019						2020						2019
Total amounts presented in the consolidated statements of income in interest income on loans			$	5,261					$	—					$	5,086					$	—
Gain/loss on cash flow hedging relationships:(1)
Interest rate swaps:
Realized gains (losses) reclassified from AOCI, pre-tax, to interest income on loans			270						—						390						—
Pre-tax income recognized on cash flow hedges			$	270					$	—					$	390					$	—

⁽¹⁾ See "Part I - Item 1. Financial Statements and Supplementary Data - Note 6 - Shareholders' Equity and Other Comprehensive Income (Loss) in this Report for additional information.

38

---

The pre-tax effect of changes in fair value from derivative instruments not designated as hedging instruments on the consolidated statements of income for the three and six months ended June 30, 2020 and 2019 is presented below.

												Gain (Loss) Recognized in Consolidated Statements of Income
												Three Months Ended June 30,																		Six Months Ended June 30,
(in thousands)						Location in Consolidated Statements of Income						2020						2019						2020						2019
Derivatives not designated as hedging instruments:
Interest rate contracts(1)						Capital markets income						$	653					$	221					$	49					$	91
Other contracts(2)						Capital markets income						4						—						(333)						—
Mortgage derivatives - interest rate lock commitments						Mortgage banking income						(634)						255						6,390						948
Mortgage derivatives - forward commitments to sell fixed-rate mortgage loans						Mortgage banking income						3,701						(243)						(1,228)						(229)
Total derivatives not designated as hedging instruments												$	3,724					$	233					$	4,878					$	810

⁽¹⁾ Additionally, losses related to termination of customer swaps of $2.5 million were recorded in other non-interest expense during the first quarter of 2020.

⁽²⁾ Includes risk participation agreements sold.

Note 9 - Net Income Per Common Share

The following table displays a reconciliation of the information used in calculating basic and diluted earnings per common share for the three and six months ended June 30, 2020 and 2019.

			Three Months Ended June 30,																		Six Months Ended June 30,
(in thousands, except per share data)			2020						2019						2020						2019
Basic Net Income Per Common Share:
Net income available to common shareholders			$	84,901					$	153,034					$	115,131					$	270,070
Weighted average common shares outstanding			147,288						157,389						147,300						159,148
Net income per common share, basic			$	0.58					$	0.97					$	0.78					$	1.70
Diluted Net Income Per Common Share:
Net income available to common shareholders			$	84,901					$	153,034					$	115,131					$	270,070
Weighted average common shares outstanding			147,288						157,389						147,300						159,148
Effect of dilutive outstanding equity-based awards, warrants, and earnout payments			445						1,688						767						1,760
Weighted average diluted common shares			147,733						159,077						148,067						160,908
Net income per common share, diluted			$	0.57					$	0.96					$	0.78					$	1.68

Basic net income per common share is computed by dividing net income available to common shareholders by the average common shares outstanding for the period. Diluted net income per common share reflects the dilution that could occur if securities or other contracts to issue common stock were exercised or converted. The dilutive effect of outstanding stock options, restricted share units, and warrants is reflected in diluted net income per common share, unless the impact is anti-dilutive, by application of the treasury stock method.

As of June 30, 2020 and 2019, there were 1.3 million and 40 thousand, respectively, potentially dilutive shares related to stock options to purchase shares of common stock that were outstanding during these quarters. Potentially dilutive shares are not included in the computation of diluted net income per common share because the effect would be anti-dilutive.

Note 10 - Commitments and Contingencies

In the normal course of business, Synovus enters into commitments to extend credit such as loan commitments and letters of credit to meet the financing needs of its customers. Synovus uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Synovus also has commitments to fund certain low-income housing investments, solar energy, and CRA investments.

39

---

The contractual amount of these financial instruments represents Synovus' maximum credit risk should the counterparty draw upon the commitment, and should the counterparty subsequently fail to perform according to the terms of the contract. Since many of the commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements. Additionally, certain commitments (primarily consumer) can generally be canceled by providing notice to the borrower.

The ACL associated with unfunded commitments and letters of credit is recorded within other liabilities on the consolidated balance sheets. Upon adoption of CECL on January 1, 2020, Synovus recorded $27.4 million in unfunded commitment reserves due to the consideration under CECL of expected utilization over the life of such commitments. At June 30, 2020, the ACL for unfunded commitments was $61.0 million, including the impact of CECL and COVID-19, compared to a reserve of $1.4 million at December 31, 2019. Additionally, an immaterial amount of unearned fees relating to letters of credit are recorded within other liabilities on the consolidated balance sheets. See "Part I-Item 1. Financial Statements and Supplementary Data - Note 1 - Basis of Presentation" in this Report for more information on Synovus' adoption of CECL.

Synovus invests in certain LIHTC partnerships which are engaged in the development and operation of affordable multi-family housing pursuant to Section 42 of the Code. Additionally, Synovus invests in certain solar energy tax credit partnerships pursuant to Section 48 of the Code. Synovus typically acts as a limited partner in these investments and does not exert control over the operating or financial policies of the partnerships and as such, is not considered the primary beneficiary of the partnership. For certain of its LIHTC investments, Synovus provides financing during the construction and development of the properties and is at risk for the funded amount of its equity investment plus the outstanding amount of any construction loans in excess of the fair value of the collateral for the loan, but has no obligation to fund the operations or working capital of the partnerships and is not exposed to losses beyond Synovus’ investment. Synovus receives tax credits related to these investments which are subject to recapture by taxing authorities based on compliance provisions required to be met at the project level.

Synovus also invests in certain other CRA partnerships including SBIC programs. The SBIC is a program initiated by the SBA in 1958 to assist in the funding of small business loans.

(in thousands)			June 30, 2020						December 31, 2019
Letters of credit*			$	175,465					$	202,614
Commitments to fund commercial and industrial loans			7,887,720						7,018,152
Commitments to fund commercial real estate, construction, and land development loans			2,823,515						3,032,252
Commitments under home equity lines of credit			1,584,619						1,501,452
Unused credit card lines			971,419						877,929
Other loan commitments			435,907						485,371
Total letters of credit and unfunded lending commitments			$	13,878,645					$	13,117,770

Investments in low income housing, solar energy tax credit and other CRA partnerships:
Carrying amount included in other assets			$	168,058					$	146,612
Amount of future funding commitments included in carrying amount			92,025						78,266
Permanent and short-term construction loans and letter of credit commitments			12,488						2,124
Funded portion of permanent and short-term loans and letters of credit			5,146						3,196

* Represent the contractual amount net of risk participations purchased of approximately $31 million and $33 million at June 30, 2020 and December 31, 2019, respectively.

Merchant Services

In accordance with credit and debit card association rules, Synovus provides merchant processing services for customers. Prior to the second quarter of 2020, these services were provided through a referral relationship which was replaced during the quarter with a new contractual arrangement under which certain sales and processing support are provided through an outside merchant services provider with Synovus owning the merchant contract relationship. In addition, Synovus sponsors various third-party MPS businesses that process credit and debit card transactions on behalf of merchants. In connection with these services, a liability may arise in the event of a billing dispute between the merchant and a cardholder that is ultimately resolved in the cardholder's favor. If the merchant defaults on its obligations, the cardholder, through its issuing bank, generally has until six months after the date of the transaction to present a chargeback to the MPS, which is primarily liable for any losses on covered transactions. However, if a sponsored MPS fails to meet its obligations, then Synovus, as the sponsor, could be held liable for the disputed amount. Synovus seeks to mitigate this risk through its contractual arrangements with the MPS and the merchants by withholding future settlements, retaining cash reserve accounts and/or obtaining other security. For the three and six months ended June 30, 2020, Synovus and the sponsored entities processed and settled $16.40 billion and $34.75 billion of

40

---

transactions, respectively. For the three and six months ended June 30, 2019, the sponsored entities processed and settled $18.88 billion and $36.59 billion of transactions, respectively.

Synovus covered chargebacks related to a particular sponsored MPS during 2019 and 2018 where the MPS’s cash reserve account was unavailable to support the chargebacks. As of June 30, 2020, the remaining amount due to Synovus from the MPS is $20.9 million, compared to $21.4 million at December 31, 2019. During the first quarter of 2020, Synovus recorded a $2.7 million reserve in other operating expenses associated with the chargebacks, reflecting the amount that Synovus does not expect to collect. The net balance of $18.2 million at June 30, 2020 is included in other assets and classified in NPAs. While Synovus has contractual protections to mitigate against loss, repayment of the amounts owed to Synovus will depend in large part upon the continued financial viability and/or valuation of the MPS and the availability of any cash reserve accounts.

Legal Proceedings

Synovus and its subsidiaries are subject to various legal proceedings, claims and disputes that arise in the ordinary course of its business. Additionally, in the ordinary course of business, Synovus and its subsidiaries are subject to regulatory examinations, information gathering requests, inquiries and investigations. Synovus, like many other financial institutions, has been the target of legal actions and other proceedings asserting claims for damages and related relief for losses. These actions include mortgage loan and other loan put-back claims, claims and counterclaims asserted by individual borrowers related to their loans, allegations of violations of state and federal laws and regulations relating to banking practices, and allegations related to Synovus' participation in government stimulus programs, including putative class action matters. In addition to actual damages, if Synovus does not prevail in such asserted legal actions, credit-related litigation could result in additional write-downs or charge-offs of assets, which could adversely affect Synovus' results of operations during the period in which the write-down or charge-off were to occur.

Synovus carefully examines and considers each legal matter, and, in those situations where Synovus determines that a particular legal matter presents loss contingencies that are both probable and reasonably estimable, Synovus establishes an appropriate reserve. An event is considered to be probable if the future event is likely to occur. While the final outcome of any legal proceeding is inherently uncertain, based on the information currently available, advice of counsel and available insurance coverage, management believes that the amounts accrued with respect to legal matters as of June 30, 2020 are adequate. The actual costs of resolving legal claims may be higher or lower than the amounts accrued.

In addition, where Synovus determines that there is a reasonable possibility of a loss in respect of legal matters, Synovus considers whether it is able to estimate the total reasonably possible loss or range of loss. An event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely.” An event is “remote” if “the chance of the future event or events occurring is more than slight but less than reasonably possible." In many situations, Synovus may be unable to estimate reasonably possible losses due to the preliminary nature of the legal matters, as well as a variety of other factors and uncertainties. For those legal matters where Synovus is able to estimate a range of reasonably possible losses, management currently estimates the aggregate range from our outstanding litigation is from zero to $5 million in excess of the amounts accrued, if any, related to those matters. This estimated aggregate range is based upon information currently available to Synovus, and the actual losses could prove to be lower or higher. As there are further developments in these legal matters, Synovus will reassess these matters, and the estimated range of reasonably possible losses may change as a result of this assessment. Based on Synovus' current knowledge and advice of counsel, management presently does not believe that the liabilities arising from these legal matters will have a material adverse effect on Synovus' consolidated financial condition, results of operations or cash flows. However, it is possible that the ultimate resolution of these legal matters could have a material adverse effect on Synovus' results of operations or financial condition for any particular period.

Synovus intends to vigorously pursue all available defenses to these legal matters, but will also consider other alternatives, including settlement, in situations where there is an opportunity to resolve such legal matters on terms that Synovus considers to be favorable, including in light of the continued expense and distraction of defending such legal matters. Synovus maintains insurance coverage, which may be available to cover legal fees, or potential losses that might be incurred in connection with such legal matters. The above-noted estimated range of reasonably possible losses does not take into consideration insurance coverage which may or may not be available for the respective legal matters.

Note 11 - Segment Reporting

Synovus' business segments are based on the products and services provided or the customers served, and as of the fourth quarter of 2019, reflect the manner in which financial information is evaluated by the chief operating decision makers. Prior to the fourth quarter of 2019, Synovus identified its overall banking operations as its only reportable segment. Synovus has three major reportable business segments: Community Banking, Wholesale Banking, and Financial Management Services (FMS), with functional activities such as treasury, technology, operations, marketing, finance, enterprise risk, legal, human resources, corporate communications, executive management, among others, included in Treasury and Corporate Other.

41

---

Business segment results are determined based upon Synovus' management reporting system, which assigns balance sheet and income statement items to each of the business segments. Certain assets, liabilities, revenues, and expenses not allocated or attributable to a particular business segment are included in Treasury and Corporate Other. Synovus's third-party lending partnership consumer loans as well as PPP C&I loans are included in Treasury and Corporate Other. The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to GAAP. As a result, reported segment results are not necessarily comparable with similar information reported by other financial institutions.

The Community Banking business segment serves customers using a relationship-based approach through its branch, ATM, commercial, and private wealth network in addition to mobile, Internet, and telephone banking. This segment primarily provides individual, small business, and corporate customers with an array of comprehensive banking products and services including commercial, home equity, and other consumer loans, credit and debit cards, and deposit accounts.

The Wholesale Banking business segment serves primarily larger corporate customers by providing commercial lending and deposit services through specialty teams including middle market, CRE, senior housing, national accounts, premium finance, structured lending, healthcare, and asset-based lending.

The FMS business segment serves its customers by providing mortgage and trust services and also specializing in professional portfolio management for fixed-income securities, investment banking, the execution of securities transactions as a broker/dealer, asset management, and financial planning services, as well as the provision of individual investment advice on equity and other securities.

Synovus uses a centralized FTP methodology to attribute appropriate net interest income to the business segments. The intent of the FTP methodology is to transfer interest rate risk from the business segments by providing matched duration funding of assets and liabilities. The result is to centralize the financial impact, management, and reporting of interest rate risk in the Treasury and Corporate Other function where it can be centrally monitored and managed. Treasury and Corporate Other charges (credits) an internal cost of funds for assets held in (or pays for funding provided by) each business segment. The FTP rate is based on prevailing market interest rates for comparable duration assets (or liabilities).

The following tables present certain financial information for each reportable business segment for the three and six months ended June 30, 2020. To provide comparable information, Synovus has included proforma business segment financial information for the three and six months ended June 30, 2019 utilizing various allocation methodologies based on balance sheet and income statement items assigned to each business segment. The application and development of management reporting methodologies is a dynamic process and is subject to periodic enhancements. As these enhancements are made, financial results presented by each reportable business segment may be periodically revised.

			Three Months Ended June 30, 2020
(in thousands)			Community Banking						Wholesale Banking						Financial Management Services						Treasury and Corporate Other						Synovus Consolidated
Net interest income			$	220,638					$	145,016					$	18,832					$	(7,920)					$	376,566
Non-interest revenue			25,982						5,654						52,972						88,876						173,484
Non-interest expense			75,984						22,934						48,281						136,942						284,141
Pre-provision net revenue			$	170,636					$	127,736					$	23,523					$	(55,986)					$	265,909

			Three Months Ended June 30, 2019 Proforma
(in thousands)			Community Banking						Wholesale Banking						Financial Management Services						Treasury and Corporate Other						Synovus Consolidated
Net interest income			$	207,493					$	128,857					$	30,978					$	29,934					$	397,262
Non-interest revenue			34,050						7,937						38,628						9,192						89,807
Non-interest expense			73,910						14,709						37,508						137,999						264,126
Pre-provision net revenue			$	167,633					$	122,085					$	32,098					$	(98,873)					$	222,943

42

---

			Six Months Ended June 30, 2020
(in thousands)			Community Banking						Wholesale Banking						Financial Management Services						Treasury and Corporate Other						Synovus Consolidated
Net interest income			$	417,885					$	268,185					$	35,614					$	28,142					$	749,826
Non-interest revenue			59,431						14,910						100,247						102,753						277,341
Non-interest expense			151,288						41,136						91,570						276,427						560,421
Pre-provision net revenue			$	326,028					$	241,959					$	44,291					$	(145,532)					$	466,746

			Six Months Ended June 30, 2019 Proforma
(in thousands)			Community Banking						Wholesale Banking						Financial Management Services						Treasury and Corporate Other						Synovus Consolidated
Net interest income			$	422,253					$	254,468					$	59,843					$	57,874					$	794,438
Non-interest revenue			66,826						14,695						70,907						16,757						169,185
Non-interest expense			148,727						29,728						70,726						307,356						556,537
Pre-provision net revenue			$	340,352					$	239,435					$	60,024					$	(232,725)					$	407,086

			June 30, 2020
(dollars in thousands)			Community Banking						Wholesale Banking						Financial Management Services						Treasury and Corporate Other						Synovus Consolidated
Total loans net of deferred fees and costs			$	11,837,955					$	18,718,503					$	5,544,768					$	3,813,071					$	39,914,297
Total deposits			$	28,777,901					$	9,737,901					$	313,296					$	5,365,482					$	44,194,580
Total full-time equivalent employees			2,273						269						831						1,935						5,308
			December 31, 2019
(dollars in thousands)			Community Banking						Wholesale Banking						Financial Management Services						Treasury and Corporate Other						Synovus Consolidated
Total loans net of deferred fees and costs			$	12,170,914					$	17,643,509					$	5,285,455					$	2,062,572					$	37,162,450
Total deposits			$	25,610,777					$	8,314,184					$	284,716					$	4,195,827					$	38,405,504
Total full-time equivalent employees			2,301						213						839						1,911						5,264

43

---

ITEM 2. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this Report, the words “Synovus,” “the Company,” “we,” “us,” and “our” refer to Synovus Financial Corp. together with Synovus Bank and Synovus' other wholly-owned subsidiaries, except where the context requires otherwise.

FORWARD-LOOKING STATEMENTS

Certain statements made or incorporated by reference in this Report which are not statements of historical fact, including those under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Report, constitute forward-looking statements within the meaning of, and subject to the protections of, Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include statements with respect to Synovus' beliefs, plans, objectives, goals, targets, expectations, anticipations, assumptions, estimates, intentions and future performance and involve known and unknown risks, many of which are beyond Synovus' control and which may cause Synovus' actual results, performance or achievements or the financial services industry or economy generally, to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements through Synovus' use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “predicts,” “could,” “should,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the outlook for Synovus' future business and financial performance and/or the performance of the financial services industry and economy in general. Forward-looking statements are based on the current beliefs and expectations of Synovus' management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this document. Many of these factors are beyond Synovus' ability to control or predict. These factors include, but are not limited to:

(1)						the risks and uncertainties related to the impact of the COVID-19 pandemic on our assets, business, capital and liquidity, financial condition, prospects and results of operations;

(2)						the risk that the current and any further economic downturn and contraction could have a material adverse effect on our capital, liquidity, financial condition, credit quality, results of operations and future growth, including the risk that the current economic contraction could last much longer and be much more severe if efforts to contain the pandemic are unsuccessful and restrictions on movement last longer than currently anticipated;

(3)						the risk that our asset quality may deteriorate, our allowance for credit losses may prove to be inadequate or may be negatively affected by credit risk exposures, and the risk that we may be unable to obtain full payment in respect of any loan or other receivables;

(4)						changes in the cost and availability of funding due to changes in the deposit market and credit market;

(5)						the risks that if economic conditions worsen further or regulatory capital rules are modified, we may be required to undertake initiatives to improve our capital position;

(6)						the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services market;

(7)						restrictions or limitations on access to funds from historical and alternative sources of liquidity could adversely affect our overall liquidity, which could restrict our ability to make payments on our obligations and our ability to support asset growth and sustain our operations and the operations of Synovus Bank;

(8)						changes in the interest rate environment, including changes to the federal funds rate to include a possible negative interest rate environment, and competition in our primary market area may result in increased funding costs or reduced earning assets yields, thus further reducing margins and net interest income;

(9)						the risk that competition in the financial services industry may adversely affect our future earnings and growth;

(10)						the risk that we may not realize the expected benefits from our efficiency and growth initiatives or that we may not be able to realize those cost savings or revenue initiatives in the time period expected, which could negatively impact our future profitability;

44

---

(11)						our ability to identify and address cyber-security risks such as data security breaches, malware, "denial of service" attacks, "hacking" and identity theft, a failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption or damage of our systems, increased costs, significant losses, or adverse effects to our reputation;

(12)						the risk that our current and future information technology system enhancements and operational initiatives may not be successfully implemented, which could negatively impact our operations;

(13)						our ability to attract and retain employees that are key to our strategic and growth initiatives;

(14)						the risk related to our implementation of new lines of business, new products and services or new technologies;

(15)						the impact of recent and proposed changes in governmental policy, laws and regulations, including recently enacted laws, regulations and guidance related to government stimulus programs related to the COVID-19 pandemic, proposed and recently enacted changes in the regulation and taxation of banks and financial institutions, or the interpretation or application thereof and the uncertainty of future implementation and enforcement of these regulations;

(16)						our ability to receive dividends from our subsidiaries could affect our liquidity, including our ability to pay dividends or take other capital actions;

(17)						the risk that our enterprise risk management framework, our compliance program, or our corporate governance and supervisory oversight functions may not identify or address risks adequately, which may result in unexpected losses;

(18)						risks related to our business relationships with, and reliance upon, third parties that have strategic partnerships with us or that provide key components of our business infrastructure, including the costs of services and products provided to us by third parties, and risks related to disruptions in service or financial difficulties with a third-party vendor or business relationship;

(19)						risks related to the ability of our operational framework to identify and manage risks associated with our business such as credit risk, compliance risk, reputational risk, and operational risk, including third-party business partners, as well as our relationship with third-party vendors and other service providers;

(20)						the risk that we may be exposed to potential losses in the event of fraud and/or theft, or in the event that a third-party vendor, obligor, or business partner fails to pay amounts due to us under that relationship or under any arrangement that we enter into with them;

(21)						the risk that we could realize losses if we sell non-performing assets and the proceeds we receive are lower than the carrying value of such assets;

(22)						risks related to the fluctuation in our stock price and general volatility in the stock market;

(23)						the impact on our financial results, reputation, and business if we are unable to comply with all applicable federal and state regulations or other supervisory actions or directives and any necessary capital initiatives;

(24)						risks related to regulatory approval to take certain actions, including any dividends on our common stock or preferred stock, any repurchases of common stock or any issuance or redemption of any other regulatory capital instruments;

(25)						risks related to the continued use, availability and reliability of LIBOR and other "benchmark" rates;

(26)						the costs and effects of litigation, investigations, inquiries or similar matters, or adverse facts and developments related thereto, including the costs and effects of litigation related to our participation in government stimulus programs associated with the COVID-19 pandemic;

(27)						the effects of any damages to our reputation resulting from developments related to any of the items identified above; and

45

---

(28)						other factors and other information contained in this Report and in other reports and filings that we make with the SEC under the Exchange Act, including, without limitation, those found in "Part II - Item 1A. Risk Factors" of this Report.

For a discussion of these and other risks that may cause actual results to differ from expectations, refer to “Part I-Item 1A. Risk Factors” and other information contained in Synovus' 2019 Form 10-K and our other periodic filings, including quarterly reports on Form 10-Q and current reports on Form 8-K, that we file from time to time with the SEC. All written or oral forward-looking statements that are made by or are attributable to Synovus are expressly qualified by this cautionary notice. You should not place undue reliance on any forward-looking statements since those statements speak only as of the date on which the statements are made. Synovus undertakes no obligation to update any forward-looking information and statements, whether oral or written, to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of new information or unanticipated events, except as may otherwise be required by law.

INTRODUCTION AND CORPORATE PROFILE

Synovus Financial Corp. is a financial services company and a registered bank holding company headquartered in Columbus, Georgia. Through its wholly-owned subsidiary, Synovus Bank, a Georgia state-chartered bank that is a member of the Federal Reserve System, the Company provides commercial and retail banking in addition to a full suite of specialized products and services including private banking, treasury management, wealth management, mortgage services, premium finance and international banking. Synovus also provides financial planning, and investment advisory services through its wholly-owned subsidiaries, Synovus Trust and Synovus Securities, as well as its GLOBALT and Creative Financial Group divisions.

Synovus Bank is positioned in some of the highest growth markets in the Southeast, with 293 branches in Alabama, Florida, Georgia, South Carolina, and Tennessee.

The following financial review summarizes the significant trends, changes in our business, transactions, and other matters affecting Synovus’ results of operations for the three and six months ended June 30, 2020 and financial condition as of June 30, 2020 and December 31, 2019. This discussion supplements, and should be read in conjunction with, the unaudited interim consolidated financial statements and notes thereto contained elsewhere in this Report and the consolidated financial statements of Synovus, the notes thereto, and management’s discussion and analysis contained in Synovus’ 2019 Form 10-K.

Management's Discussion and Analysis of Financial Condition and Results of Operations consists of:

•Discussion of Results of Operations - Reviews Synovus' financial performance, as well as selected balance sheet items, items from the statements of income, significant transactions, and certain key ratios that illustrate Synovus' performance.

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

•Additional Disclosures - Discusses additional important matters including critical accounting policies and non-GAAP financial measures used within this Report.

A reading of each section is important to understand fully our financial performance.

46

---

DISCUSSION OF RESULTS OF OPERATIONS

Table 1 - Consolidated Financial Highlights
			Three Months Ended June 30,																														Six Months Ended June 30,
(dollars in thousands, except per share data)			2020						2019						Change						2020						2019						Change
Net interest income			$	376,566					$	397,262					(5.2)		%				$	749,826					$	794,438					(5.6)		%
Provision for credit losses(1)			141,851						12,119						nm						300,573						35,688						742.2
Non-interest revenue			173,484						89,807						93.2						277,341						169,185						63.9
Adjusted non-interest revenue(2)			95,368						90,197						5.7						194,745						168,643						15.5
Total FTE revenues			550,911						487,880						12.9						1,028,814						965,064						6.6
Adjusted total revenues(2)			472,795						488,270						(3.2)						946,218						964,522						(1.9)
Non-interest expense			284,141						264,126						7.6						560,421						556,537						0.7
Adjusted non-interest expense(2)			276,411						256,707						7.7						547,567						499,360						9.7
Income before income taxes			124,058						210,824						(41.2)						166,173						371,398						(55.3)
Net income			93,192						156,184						(40.3)						131,712						276,370						(52.3)
Net income available to common shareholders			84,901						153,034						(44.5)						115,131						270,070						(57.4)
Net income per common share, basic			0.58						0.97						(40.7)						0.78						1.70						(53.9)
Net income per common share, diluted			0.57						0.96						(40.3)						0.78						1.68						(53.7)
Adjusted net income per common share, diluted(2)			0.23						1.00						(76.9)						0.44						1.98						(78.0)
Net interest margin(3)			3.13		%				3.69		%				(56)		bps				3.25		%				3.74		%				(49)		bps
Net charge-off ratio(3)			0.24						0.13						11						0.23						0.16						7
Return on average assets(3)			0.71						1.34						(63)						0.52						1.21						(69)
Adjusted return on average assets(2)(3)			0.32						1.39						(107)						0.32						1.42						(110)
Efficiency ratio-FTE			51.58						54.14						(256)						54.47						57.67						(320)
Adjusted tangible efficiency ratio(2)			57.91						52.08						583						57.31						51.17						614

⁽¹⁾  Beginning January 1, 2020, provision calculation is based on current expected credit loss methodology. Prior to January 1, 2020, calculation was based on incurred loss methodology.

⁽²⁾ See "Table 14 - Reconciliation of Non-GAAP Financial Measures” in this Report for the applicable reconciliation to the most comparable GAAP measure.

⁽³⁾ Annualized

			June 30, 2020						March 31, 2020						Sequential Quarter Change						June 30, 2019						Year-Over-Year Change
(dollars in thousands)
Loans, net of deferred fees and costs			$	39,914,297					$	38,258,024					$	1,656,273					$	36,138,561					$	3,775,736
Total average loans			40,136,090						37,593,045						2,543,045						35,777,127						4,358,963
Total deposits			44,194,580						39,826,585						4,367,995						37,966,722						6,227,858
Core deposits (excludes brokered deposits)			39,904,278						35,838,637						4,065,641						34,963,178						4,941,100
Core transaction deposits (excludes brokered and public fund deposits)			29,425,251						24,790,621						4,634,630						23,268,923						6,156,328
Total average deposits			43,096,475						38,687,207						4,409,268						37,899,662						5,196,813
Non-performing assets ratio			0.44		%				0.50		%				(6)		bps				0.39		%				5			bps
Non-performing loans ratio			0.37						0.41						(4)						0.34						3
Past due loans over 90 days			0.02						0.02						—						0.02						—
CET1 capital			$	3,827,229					$	3,744,415					$	82,814					$	3,899,532					$	(72,303)
Tier 1 capital			4,364,374						4,281,560						82,814						4,094,672						269,702
Total risk-based capital			5,459,568						5,289,039						170,529						4,913,043						546,525
CET1 capital ratio			8.90		%				8.70		%				20		bps				9.61		%				(71)			bps
Tier 1 capital ratio			10.15						9.95						20						10.09						6
Total risk-based capital ratio			12.70						12.29						41						12.11						59
Total shareholders’ equity to total assets ratio			9.34						10.01						(67)						10.05						(71)
Tangible common equity ratio(1)			7.41						7.94						(53)						8.56						(115)
Return on average common equity(2)			7.48						2.75						473						13.90						(642)
Adjusted return on average common equity(1)(2)			3.00						2.79						21						14.43						nm
Adjusted return on average tangible common equity(1)(2)			3.60						3.39						21						16.70						nm

⁽¹⁾ See "Table 14 - Reconciliation of Non-GAAP Financial Measures” in this Report for the applicable reconciliation to the most comparable GAAP measure.

⁽²⁾ Quarter annualized

47

---

COVID-19 Healthcare Crisis and Economic Environment

The ongoing COVID-19 healthcare crisis and public health response to contain it have triggered recessionary economic and financial market conditions during a large portion of the first half of 2020. During March 2020 in an effort to lessen the impact of COVID-19 on consumers and businesses, the Federal Reserve reduced the federal funds rate 1.5 percentage points to 0.00 to 0.25 percent and the U.S. government enacted the CARES Act, the largest economic stimulus package in the nation’s history.

Synovus' response to the COVID-19 pandemic included measures to improve the health and safety of our team members, customers, and communities including remote work capabilities and branch service enhancements; bonus payments to hourly team members required to work on-site; payment deferments on approximately $6 billion of our loan portfolio and forgiveness of NSF and monthly service charges for customers impacted. Additionally, Synovus participated in delivering PPP loans to close to 19,000 customers beginning on April 3, 2020 and funded nearly $2.9 billion in PPP loans during the second quarter. The average PPP loan was approximately $150 thousand, and the customers that received those loans employ over 335 thousand individuals.

In light of current economic uncertainty, Synovus has suspended its share repurchase activity beyond the $16.2 million completed during the first quarter and withdrawn 2020 guidance and long-term goals announced at the beginning of the year. Significant economic uncertainty remains, including the trajectory of the economic recovery which will be impacted by any additional government stimulus plans.

Executive Summary

Net income available to common shareholders for the second quarter of 2020 was $84.9 million, or $0.57 per diluted common share, a decline of 44.5% and 40.3%, respectively, compared to the second quarter of 2019 and adjusted net income per common share, diluted⁽¹⁾ was $0.23, down 76.9% compared to $1.00 for the second quarter of 2019. Net income available to common shareholders for the first six months of 2020 was $115.1 million, or $0.78 per diluted common share, a decline of 57.4% and 53.7%, respectively, compared to the first six months of 2019 and adjusted net income per common share, diluted⁽¹⁾ was $0.44, down 78.0% compared to $1.98 for the first six months of 2019. The year-over-year decline for all periods was driven by a significant increase in provision for credit losses following the adoption of CECL on January 1, 2020, as well as the impact of COVID-19, a 225 bps reduction in the federal funds rate, and PAA including loan discount accretion and deposit premium amortization that positively impacted 2019.

Net interest income for the six months ended June 30, 2020 was $749.8 million, down $44.6 million, or 5.6%, compared to the same period in 2019. The decrease in year-over-year net interest income was due to declines of $36.2 million in PAA associated with the FCB acquisition and declines in market interest rates, which were somewhat offset by higher average earning assets. Net interest margin was down 49 bps over the comparable six-month periods to 3.25%, due primarily to the decline in market interest rates in addition to declines in PAA. On a sequential quarter basis, net interest income was up $3.3 million, or 0.9%, and net interest margin for the second quarter was 3.13%, which was down 24 bps compared to the first quarter of 2020. The sequential quarter decline in net interest margin was primarily driven by the full quarter impact of the March 2020 emergency rate cuts by the Federal Reserve, as well as excess liquidity. While the second half of the year is expected to be favorably impacted by additional PPP fee accretion as PPP loans are forgiven, net interest income and net interest margin are expected to experience downward pressure due to certain strategic balance sheet management activities which were completed late in the second quarter.

Non-interest revenue for the second quarter of 2020 was $173.5 million, up $83.7 million, or 93.2%, and year-to-date was $277.3 million, up $108.2 million, or 63.9%, compared to the same periods in 2019 and included gains on sales of investment securities available for sale of $69.4 million and $78.1 million, respectively. Adjusted non-interest revenue⁽¹⁾ for the second quarter of 2020 was $95.4 million, up $5.2 million, or 5.7%, and on a year-to-date basis was $194.7 million compared to $168.6 million for the first six months of 2019, up $26.1 million, or 15.5%. The increase in adjusted non-interest revenue was due primarily to strong growth in mortgage banking income with record production driven by the current rate environment. As mortgage activity normalizes, Synovus believes a reduction of adjusted non-interest revenue in the third quarter is likely before we see a return to consistent growth in fee revenue as the economy recovers.

Non-interest expense for the second quarter of 2020 was $284.1 million, up $20.0 million, or 7.6%, and adjusted non-interest expense⁽¹⁾ of $276.4 million was up $19.7 million, or 7.7%, compared to the second quarter of 2019. On a year-to-date basis, non-interest expense was up $3.9 million, or 0.7%, and adjusted non-interest expense⁽¹⁾ was up $48.2 million, or 9.7%, compared to the same period in 2019. The increase in adjusted expense during 2020 was largely driven by mortgage production commissions, expense associated with Synovus' internal revenue growth and efficiency initiative, "Synovus Forward", COVID-19 related expenses, and investments in talent and technology. The efficiency ratio-FTE for the first six months of 2020 was 54.47%, compared to 57.67% for the first six months of 2019. The adjusted tangible efficiency ratio⁽¹⁾ for the first six months of 2020 was 57.31%, up 614 bps compared to the same period a year ago. Synovus expects expenses to decline in the second half of the year as mortgage production commissions decline with normalized mortgage activity, COVID-19 related expenses decline, and Synovus Forward initiatives are implemented.

48

---

At June 30, 2020, total loans of $39.91 billion increased $1.66 billion, or 4.3%, sequentially, and increased $2.75 billion, or 7.4%, from December 31, 2019. The growth in total loans at June 30, 2020 included $2.71 billion in PPP loans net of unearned fees funded during the second quarter, offset partially by the transfer of certain third-party lending partnership consumer loans to held for sale during the second quarter totaling $801.0 million. We expect loans to be fairly flat over the second half of the year, as compared to balances at June 30, 2020, excluding the impact of PPP loan forgiveness.

The ACL at June 30, 2020 totaled $649.7 million, an increase of $366.9 million from December 31, 2019, reflecting a building of the ACL required under CECL primarily as a result of deterioration in the economic environment due to the impact of COVID-19. The ACL to loans coverage ratio was 1.63%, or 1.74%, excluding PPP loans, at June 30, 2020. Current credit metrics remain stable with NPAs at 44 bps, NPLs at 37 bps, and total past due loans at 12 bps. Year-to-date, net charge-offs are 23 bps compared to 16 bps in the prior year. Synovus does expect some pressure on credit metrics over the next few quarters, which aligns with the reserve builds in the first half of the year under the pro-cyclical nature of CECL.

Total period-end deposits at June 30, 2020 increased $4.37 billion, or 11.0%, compared to March 31, 2020, and increased $5.79 billion, or 15.1%, compared to December 31, 2019, led by growth in non-interest bearing demand deposits. The growth in non-interest-bearing demand deposits occurred in conjunction with Synovus' PPP lending effort. Synovus also experienced broad-based growth across interest-bearing core transaction accounts compared to both March 31, 2020 and December 31, 2019.

At June 30, 2020, Synovus' CET1 ratio was 8.90%, in excess of regulatory requirements including the capital conservation buffer of 2.5%. The June 30, 2020 CET1 ratio improved 20 bps compared to March 31, 2020 and declined 5 bps compared to December 31, 2019. During the latter part of the second quarter of 2020, Synovus executed certain balance sheet management activities including repositioning the investment securities portfolio and transitioning certain third-party lending partnership loans to held for sale. These actions settled subsequent to quarter-end, at the margin, and are expected to provide further support to capital ratios in the third quarter of 2020.

More detail on Synovus' financial results for the three and six months ended June 30, 2020 may be found in subsequent sections of "Item 2. – Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Report. See also "Item 1A. - Risk Factors" of this Report.

⁽¹⁾ See "Table 14 - Reconciliation of Non-GAAP Financial Measures” in this Report for applicable reconciliation to the most comparable GAAP measure.

Changes in Financial Condition

During the six months ended June 30, 2020, total assets increased $5.92 billion from $48.20 billion at December 31, 2019 to $54.12 billion. Loans increased $2.75 billion, including $2.71 billion in PPP loans net of unearned fees, and loans held for sale increased $785.8 million as Synovus transitioned certain third-party lending partnership consumer loans to held for sale. Investment securities available for sale increased $418.8 million and cash and cash equivalents increased $384.3 million. Additional increases in total assets at June 30, 2020, compared to December 31, 2019, included a $1.29 billion receivable for securities available for sale sold during the quarter that will settle after quarter-end and additional investments in BOLI policies of $262.4 million. Other assets increased $351.2 million and included an increase in the fair value of derivative assets of $357.0 million.

The growth in assets was primarily funded by increases of $5.79 billion in deposits. Other short-term borrowings declined $1.45 billion and long-term debt increased $174.0 million. Additionally, total liabilities at June 30, 2020 included an accrued liability of $923.0 million for purchases of securities available for sale that will settle after quarter-end. Other liabilities increased $315.1 million and included an increase in the fair value of derivative liabilities of $159.1 million, an increase in income taxes payable of $67.5 million, and an increase in reserves on unfunded commitments of $59.7 million. Total shareholders' equity increased $111.3 million during the six months ended June 30, 2020, primarily due to net income of $131.7 million, increases in unrealized gains of $50.6 million in investment securities available for sale and $86.8 million in cash flow hedges, offset partially by dividends declared on common stock of $97.2 million.

Synovus adopted CECL on January 1, 2020 with an increase to the ALL of $83.0 million and an increase to the reserve on unfunded commitments of $27.4 million with offsetting increases in loans of $62.2 million related to acquired PCI loans and net deferred tax assets of $12.5 million and a reduction to retained earnings of $35.7 million. The ACL at June 30, 2020 was $649.7 million, an increase of $366.9 million from December 31, 2019, reflecting significant economic stress due to the COVID-19 healthcare crisis.

The loan to deposit ratio was 90.3% at June 30, 2020, compared to 96.8% at December 31, 2019, and 95.2% at June 30, 2019.

49

---

Loans

The following table compares the composition of the loan portfolio at June 30, 2020, December 31, 2019, and June 30, 2019.

Table 2 - Loans by Portfolio Class
																											June 30, 2020 vs. December 31, 2019 Change																														June 30, 2020 vs. June 30, 2019 % Change
(dollars in thousands)			June 30, 2020																		December 31, 2019																																													June 30, 2019
Commercial, financial and agricultural			$	13,136,696					32.9		%				$	10,239,559					27.6		%				$	2,897,137					28.3		%				$	9,716,939					26.9		%				$	3,419,757					35.2		%
Owner-occupied			6,801,580						17.0						6,529,811						17.6						271,769						4.2						6,511,805						18.0						289,775						4.4
Total commercial and industrial			19,938,276						49.9						16,769,370						45.2						3,168,906						18.9						16,228,744						44.9						3,709,532						22.9
Investment properties			9,447,200						23.7						9,004,327						24.2						442,873						4.9						8,914,992						24.7						532,208						6.0
1-4 family properties			696,808						1.7						780,015						2.1						(83,207)						(10.7)						804,426						2.2						(107,618)						(13.4)
Land and development			683,527						1.7						709,442						1.9						(25,915)						(3.7)						647,828						1.8						35,699						5.5
Total commercial real estate			10,827,535						27.1						10,493,784						28.2						333,751						3.2						10,367,246						28.7						460,289						4.4
Consumer mortgages			5,811,376						14.6						5,546,368						14.9						265,008						4.8						5,407,762						15.0						403,614						7.5
Home equity lines			1,710,264						4.3						1,713,157						4.6						(2,893)						(0.2)						1,650,745						4.6						59,519						3.6
Credit cards			250,448						0.6						268,841						0.7						(18,393)						(6.8)						258,283						0.7						(7,835)						(3.0)
Other consumer loans			1,474,583						3.7						2,396,294						6.5						(921,711)						(38.5)						2,249,337						6.2						(774,754)						(34.4)
Total consumer			9,246,671						23.2						9,924,660						26.7						(677,989)						(6.8)						9,566,127						26.5						(319,456)						(3.3)
Total loans			40,012,482						100.2						37,187,814						100.1						2,824,668						7.6						36,162,117						100.1						3,850,365						10.6
Deferred fees and costs, net			(98,185)						(0.2)						(25,364)						(0.1)						(72,821)						287.1						(23,556)						(0.1)						(74,629)						316.8
Total loans, net of deferred fees and costs			$	39,914,297					100.0		%				$	37,162,450					100.0		%				$	2,751,847					7.4		%				$	36,138,561					100.0		%				$	3,775,736					10.4		%

At June 30, 2020, total loans, net of deferred fees and costs of $39.91 billion, increased $2.75 billion, or 7.4%, from December 31, 2019 led by C&I growth of $3.17 billion, including $2.71 billion in PPP loans net of unearned fees, and CRE growth of $333.8 million, partially offset by a $678.0 million decline in consumer loans. We expect loans to be fairly flat over the second half of the year, as compared to balances at June 30, 2020, excluding the impact of PPP loan forgiveness. C&I loans remain the largest component of our loan portfolio, representing 49.9% of total loans, while CRE and consumer loans represent 27.1% and 23.2%, respectively. Our portfolio composition is established through a comprehensive concentration management policy which sets limits for C&I, CRE, and consumer loan levels as well as for sub-categories therein.

U.S. Small Business Administration Paycheck Protection Program (PPP)

Synovus is participating in the Paycheck Protection Program (“PPP”), which is a loan program that originated from the CARES Act and was subsequently expanded by the Paycheck Protection Program and Health Care Enhancement Act (“PPPHCEA Act”) which was passed by Congress on April 23, 2020 and signed into law on April 24, 2020. PPP loans are forgivable, in whole or in part, if the proceeds are used for payroll and other permitted purposes in accordance with the requirements of the PPP. These loans carry a fixed rate of 1.00% and a term of two years, if not forgiven, in whole or in part. The loans are guaranteed by the SBA. The SBA pays the originating bank a processing fee ranging from 1% to 5%, based on the size of the loan. Synovus began accepting applications from qualified customers on April 3, 2020 and has provided nearly $2.9 billion in funding to close to 19,000 customers through the PPP as of June 30, 2020. The average PPP loan was approximately $150 thousand, and the customers that received those loans employ over 335 thousand individuals.

Commercial Loans

Total commercial loans (which are comprised of C&I and CRE loans) at June 30, 2020 were $30.77 billion, or 77.0% of the total loan portfolio, compared to $27.26 billion, or 73.4%, at December 31, 2019 and $26.60 billion, or 73.6%, at June 30, 2019.

At June 30, 2020, Synovus had 5 commercial loan relationships with total commitments of $100 million or more (including amounts funded), with no single relationship exceeding $150 million in commitments.

Commercial and Industrial Loans

The C&I loan portfolio represents the largest category of Synovus' loan portfolio and is primarily comprised of general middle market and commercial banking clients across a diverse set of industries. The following table shows the composition of the C&I loan portfolio aggregated by NAICS code. In accordance with Synovus' lending policy, each loan undergoes a detailed underwriting process which incorporates uniform underwriting standards and oversight in proportion to the size and complexity of the lending relationship. As of June 30, 2020, 80.1% (93.0% excluding PPP loans) of Synovus' C&I loans are secured by real

50

---

estate, business equipment, inventory, and other types of collateral compared to 92.6% as of December 31, 2019. C&I loans grew $3.17 billion, or 18.9%, from December 31, 2019, driven primarily by $2.71 billion in PPP loans net of unearned fees at June 30, 2020.

Table 3 - Commercial and Industrial Loans by Industry
			June 30, 2020																		December 31, 2019
(dollars in thousands)			Amount						%(1)						Amount						%(1)
Health care and social assistance			$	3,567,225					17.9		%				$	3,083,355					18.4		%
Finance and insurance			1,487,083						7.5						1,263,521						7.5
Manufacturing			1,387,812						7.0						1,208,688						7.2
Retail trade			1,376,393						6.9						1,202,958						7.2
Accommodation and food services			1,315,174						6.6						921,515						5.5
Professional, scientific, and technical services			1,269,710						6.4						883,433						5.3
Wholesale trade			1,197,540						6.0						1,138,145						6.8
Other services			1,168,152						5.9						1,005,420						6.0
Real estate and rental and leasing			1,164,789						5.8						1,126,828						6.7
Construction			1,089,184						5.5						702,892						4.2
Transportation and warehousing			957,299						4.8						854,954						5.1
Arts, entertainment and recreation			825,993						4.1						771,846						4.6
Real estate other			669,717						3.4						615,441						3.7
Educational services			580,615						2.9						409,639						2.4
Public Administration			421,781						2.1						342,329						2.0
Administration, support, waste management, and remediation			406,743						2.0						302,711						1.8
Agriculture, forestry, fishing, and hunting			402,946						2.0						369,185						2.2
Information			372,992						1.9						314,740						1.9
Other Industries			277,128						1.3						251,770						1.5
Total commercial and industrial loans			$	19,938,276					100.0		%				$	16,769,370					100.0		%

⁽¹⁾ Loan balance in each category expressed as a percentage of total C&I loans.

At June 30, 2020, $13.14 billion of C&I loans, or 32.9% of the total loan portfolio, included PPP loans of $2.71 billion net of unearned fees and represented loans originated for the purpose of financing commercial, financial, and agricultural business activities. The primary source of repayment on these loans is revenue generated from products or services offered by the business or organization. The secondary source of repayment is the collateral, which consists primarily of equipment, inventory, accounts receivable, time deposits, cash surrender value of life insurance, and other business assets.

At June 30, 2020, $6.80 billion of C&I loans, or 17.0% of the total loan portfolio, represented loans originated for the purpose of financing owner-occupied properties. The financing of owner-occupied facilities is considered a C&I loan even though there is improved real estate as collateral. This treatment is a result of the credit decision process, which focuses on cash flow from operations of the business to repay the debt. The secondary source of repayment on these loans is the underlying real estate. These loans are predominately secured by owner-occupied and other real estate, and to a lesser extent, other types of collateral.

Commercial Real Estate Loans

CRE loans consist primarily of income-producing investment properties loans. Additionally, CRE loans include 1-4 family properties loans as well as land and development loans. Total CRE loans of $10.83 billion increased $333.8 million, or 3.2%, from December 31, 2019, driven primarily by growth in income-producing investment properties.

Investment properties loans consist of construction and mortgage loans for income-producing properties and are primarily made to finance multi-family properties, hotels, office buildings, shopping centers, warehouses and other commercial development properties. Total investment properties loans as of June 30, 2020 were $9.45 billion, or 87.3% of the CRE loan portfolio, and increased $442.9 million, or 4.9%, from December 31, 2019 with most sub-categories experiencing growth other than shopping centers, which were slightly down.

1-4 Family Properties Loans

1-4 family properties loans include construction loans to home builders and commercial mortgage loans related to 1-4 family rental properties and are almost always secured by the underlying property being financed by such loans. These

51

---

properties are primarily located in the markets served by Synovus. At June 30, 2020, 1-4 family properties loans totaled $696.8 million, or 6.4% of the CRE loan portfolio, and decreased by $83.2 million, or 10.7%, from December 31, 2019.

Land and Development Loans

Land and development loans include commercial and residential development as well as land acquisition loans and are secured by land held for future development, typically in excess of one year. Properties securing these loans are substantially within markets served by Synovus and loan terms generally include personal guarantees from the principals. Loans in this portfolio are underwritten based on the LTV of the collateral and the capacity of the guarantor(s). Land and development loans of $683.5 million at June 30, 2020 decreased slightly from $709.4 million at December 31, 2019.

Consumer Loans

The consumer loan portfolio consists of a wide variety of loan products offered through Synovus' banking network including first and second residential mortgages, HELOCs, and credit card loans, as well as home improvement, student, and personal loans from third-party lending partnerships. The majority of Synovus' consumer loans are consumer mortgages and HELOCs secured by first and second liens on residential real estate primarily located in the markets served by Synovus.

Consumer loans at June 30, 2020 of $9.25 billion decreased $678.0 million, or 6.8%, compared to December 31, 2019 primarily due to the transfer of certain third-party lending partnership loans to held for sale, partially offset by growth in consumer mortgages. Consumer mortgages grew $265.0 million, or 4.8%, from December 31, 2019 due to record production primarily resulting from the low rate environment in addition to continued successful recruiting of MLOs. HELOCs decreased $2.9 million from December 31, 2019. Credit card loans of $250.4 million at June 30, 2020 included $53.0 million of commercial credit card loans, and decreased $18.4 million from $268.8 million at December 31, 2019. Other consumer loans decreased $921.7 million, or 38.5%, from December 31, 2019 primarily due to the transfer of $801.0 million of Synovus' third-party lending partnership loans to held-for-sale. As of June 30, 2020, these partnerships had combined balances of $1.13 billion, or 2.8% of the total loan portfolio, compared to $1.98 billion, or 5.3% of the total loan portfolio, at December 31, 2019.

Consumer loans are subject to uniform lending policies and consist primarily of loans with strong borrower credit scores. Synovus makes consumer lending decisions based upon a number of key credit risk determinants including FICO scores as well as loan-to-value and debt-to-income ratios. Consumer loans are generally assigned a risk rating on a 9-point scale based on credit bureau scores, with a loan grade of 1 assigned as the lowest level of risk and a loan grade of 6 as the highest level of risk. No loans graded higher than a 6 at origination are approved for funding. At least annually, the consumer loan portfolio data is sent to a consumer credit reporting agency for a refresh of customers' credit scores so that management can evaluate ongoing consistency or negative migration in the quality of the portfolio, which impacts the ALL. Revolving lines of credit are reviewed for a material change in financial circumstances, and when appropriate, the line of credit may be suspended for further advances. FICO scores within the residential real estate portfolio have generally remained stable over the last several years. As of June 30, 2020, weighted-average FICO scores within the residential real estate portfolio based on committed balances were 789 for HELOCs and 778 for Consumer Mortgages.

52

---

Deposits

Deposits provide the most significant funding source for interest earning assets. The following table shows the composition of period-end deposits as of the dates indicated. See Table 10 - Average Balances and Yields/Rates in this Report for information on average deposits including average rates.

Table 4 - Composition of Period-end Deposits
(dollars in thousands)			June 30, 2020						%(1)						March 31, 2020						%(1)						December 31, 2019						%(1)						June 30, 2019						%(1)
Non-interest-bearing demand deposits(2)			$	11,830,675					26.8		%				$	8,968,756					22.5		%				$	8,661,220					22.6		%				$	8,577,612					22.6		%
Interest-bearing demand deposits(2)			5,057,234						11.4						4,617,368						11.6						4,769,505						12.4						4,847,242						12.8
Money market accounts(2)			11,457,223						26.0						10,255,014						25.8						9,827,357						25.6						8,952,875						23.6
Savings deposits(2)			1,080,119						2.4						949,483						2.4						909,500						2.4						891,194						2.3
Public funds			5,347,351						12.1						5,261,383						13.2						4,622,318						12.0						4,351,304						11.5
Time deposits(2)			5,131,676						11.6						5,786,633						14.5						6,185,611						16.1						7,342,951						19.3
Brokered deposits			4,290,302						9.7						3,987,948						10.0						3,429,993						8.9						3,003,544						7.9
Total deposits			$	44,194,580					100.0		%				$	39,826,585					100.0		%				$	38,405,504					100.0		%				$	37,966,722					100.0		%
Core deposits(3)			$	39,904,278					90.3		%				$	35,838,637					90.0		%				$	34,975,511					91.1		%				$	34,963,178					92.1		%
Core transaction deposits(4)			$	29,425,251					66.6		%				$	24,790,621					62.2		%				$	24,167,582					62.9		%				$	23,268,923					61.3		%
Time deposits greater than $100,000, including brokered and public funds			$	6,875,462					15.6		%				$	7,176,468					18.0		%				$	7,262,833					18.9		%				$	8,290,297					21.8		%
Brokered time deposits			$	2,442,940					5.5		%				$	2,229,596					5.6		%				$	2,154,095					5.6		%				$	2,095,240					5.5		%

⁽¹⁾ Deposits balance in each category expressed as percentage of total deposits.

⁽²⁾ Excluding any public funds or brokered deposits.

⁽³⁾ Core deposits exclude brokered deposits.

⁽⁴⁾ Core transaction deposits consist of non-interest-bearing demand deposits, interest-bearing demand deposits, money market accounts, and savings deposits excluding public funds and brokered deposits.

Total period-end deposits at June 30, 2020 increased $4.37 billion, or 11.0%, compared to March 31, 2020, and increased $5.79 billion, or 15.1%, compared to December 31, 2019, led by growth in non-interest-bearing demand deposits. The growth in non-interest-bearing demand deposits occurred in conjunction with Synovus' PPP lending effort. Synovus also experienced broad-based growth across interest-bearing core transaction accounts compared to both March 31, 2020 and December 31, 2019. The quarterly growth in interest-bearing core transaction accounts included growth in money market accounts of $1.20 billion, NOW accounts of $439.9 million, and savings balances of $130.6 million, offset somewhat by declines in higher cost time deposits of $655.0 million. Additionally, Synovus increased funding by $302.4 million in lower priced brokered deposits, at June 30, 2020, compared to March 31, 2020. Interest-bearing deposit costs declined 45 bps during the second quarter of 2020, compared to the first quarter of 2020.

On an average basis, the increase in total deposits was $4.41 billion, or 11.4%, compared to the first quarter of 2020.

Non-interest Revenue

Non-interest revenue for the second quarter of 2020 was $173.5 million, up $83.7 million, or 93.2%, and year-to-date was $277.3 million, up $108.2 million, or 63.9% compared to the same periods in 2019 and included gains on sales of investment securities available for sale of $69.4 million and $78.1 million, respectively. Adjusted non-interest revenue, which excludes net investment securities gains and gain on sale/fair value increase/(decrease) of private equity investments, for the second quarter of 2020 was $95.4 million, up $5.2 million, or 5.7%, from the second quarter of 2019, and on a year-to-date basis was $194.7 million compared to $168.6 million for the first six months of 2019, up $26.1 million, or 15.5%. The increase in adjusted non-interest revenue was due primarily to strong growth in mortgage banking income with record production driven by the current rate environment. As mortgage activity normalizes, Synovus believes a reduction of adjusted non-interest revenue in the third quarter is likely before we see a return to consistent growth in fee revenue as the economy recovers. See "Table 14 - Reconciliation of Non-GAAP Financial Measures” in this Report for applicable reconciliation to GAAP measures.

53

---

The following table shows the principal components of non-interest revenue.

Table 5 - Non-interest revenue
			Three Months Ended June 30,																														Six Months Ended June 30,
(dollars in thousands)			2020						2019						% Change						2020						2019						% Change
Service charges on deposit accounts			$	15,567					$	21,994					(29.2)		%				$	36,255					$	42,853					(15.4)		%
Fiduciary and asset management fees			14,950						14,478						3.3						30,124						28,057						7.4
Card fees			9,186						11,161						(17.7)						20,136						22,037						(8.6)
Brokerage revenue			9,984						10,052						(0.7)						22,383						19,431						15.2
Mortgage banking income			23,530						7,907						197.6						35,757						12,962						175.9
Capital markets income			6,050						8,916						(32.1)						17,294						14,161						22.1
Income from bank-owned life insurance			7,756						5,176						49.8						13,794						10,466						31.8
Investment securities gains (losses), net			69,409						(1,845)						nm						78,144						(1,771)						nm
Gain on sale and increase/(decrease) in fair value of private equity investments			8,707						1,455						nm						4,452						2,313						nm
Other non-interest revenue			8,345						10,513						(20.6)						19,002						18,676						1.7
Total non-interest revenue			$	173,484					$	89,807					93.2		%				$	277,341					$	169,185					63.9		%

Three and Six Months Ended June 30, 2020 compared to June 30, 2019

Service charges on deposit accounts for the three and six months ended June 30, 2020 were down $6.4 million, or 29.2%, and $6.6 million, or 15.4%, respectively, due primarily to the impact of COVID-19, including fewer transactions, fee waivers, and the impact of higher average balances due to stimulus funds. Service charges on deposit accounts consist of NSF fees, account analysis fees, and all other service charges. NSF fees were down $5.1 million, or 52.8%, and $4.9 million, or 26.6%, for the three and six months ended June 30, 2020, respectively. Account analysis fees were down $432 thousand, or 5.9%, and $451 thousand, or 3.2%, for the three and six months ended June 30, 2020, respectively. All other service charges on deposit accounts, which consist primarily of monthly fees on retail demand deposits, saving accounts, and small business accounts, for the three and six months ended June 30, 2020, were down $909 thousand, or 17.9%, and $1.3 million, or 12.5%, respectively.

Fiduciary and asset management fees are derived from providing estate administration, personal trust, corporate trust, corporate bond, investment management, and financial planning services. Fiduciary and asset management fees increased $472 thousand, or 3.3%, and $2.1 million, or 7.4%, for the three and six months ended June 30, 2020, respectively. The increases were driven by growth in total assets under management which increased by 4.7% year-over-year to $16.56 billion.

Card fees for the three and six months ended June 30, 2020 were down $2.0 million, or 17.7%, and $1.9 million, or 8.6%, respectively, due to lower transaction volume as a result of the impact of COVID-19. Card fees consist primarily of credit card interchange fees, debit card interchange fees, and merchant discounts. Card fees are reported net of certain associated expense items including customer loyalty program expenses and network expenses.

Brokerage revenue of $10.0 million for the three months ended June 30, 2020 was essentially flat, and for the six months ended June 30, 2020 was $22.4 million, up $3.0 million, or 15.2%. The year-over-year growth for the first six months of 2020 was driven by growth in assets under management, increasing contributions from 2019 new hires, and higher transaction revenue from elevated market volatility. Brokerage revenue consists primarily of brokerage commissions as well as advisory fees earned from the management of customer assets. Brokerage assets under management were $3.94 billion at June 30, 2020, an increase of 19.6% from $3.29 billion at June 30, 2019.

Mortgage banking income was significantly higher in the first six months of 2020, with increases of $15.6 million and $22.8 million for the three and six months ended June 30, 2020, respectively. Mortgage banking income was driven by higher production and sales, including an increase in refinance volume, due primarily to a decline in long-term interest rates. Total secondary market mortgage loan production was $635.2 million, up $418.3 million, and $889.7 million, up $545.6 million, for the three and six months ended June 30, 2020, respectively.

Capital markets income primarily includes fee income from customer derivative transactions. Additionally, capital markets income includes fee income from capital raising investment banking transactions and foreign exchange as well as other miscellaneous income from capital market transactions. While capital markets income was $2.9 million lower for the three months ended June 30, 2020, capital markets income for the first six months of 2020 was up $3.1 million, as commercial clients locked in lower rates on borrowings late in the first quarter.

Income from BOLI, which includes increases in the cash surrender value of policies and proceeds from insurance benefits, increased $2.6 million, or 49.8%, and $3.3 million, or 31.8%, for the three and six months ended June 30, 2020, respectively,

54

---

due primarily to additional investments in BOLI policies during the first quarter of 2020. The first six months of 2020 included income on proceeds from insurance benefits of $706 thousand compared to $233 thousand in 2019.

Investment securities gains, net, of $69.4 million and $78.1 million for the three and six months ended June 30, 2020, respectively, reflected strategic repositioning of the portfolio primarily during the latter part of the second quarter of 2020. The transactions were primarily focused on agency mortgage-backed securities, but also included the disposition of Synovus' remaining $155.0 million in asset-backed securities.

Gain on sale and increase/(decrease) in fair value of private equity investments included realized gains during the second quarter of 2020 from the sale of positions in two publicly traded equity investments, offset partially by write-downs on two smaller remaining investments.

The main components of other non-interest revenue are fees for letters of credit and unused lines of credit, safe deposit box fees, access fees for ATM use, other service charges, income from insurance commissions, gains from sales of GGL/SBA loans, and other miscellaneous items. The first quarter of 2020 included a sale-leaseback gain of $2.4 million associated with a bank office property while the second quarter of 2020 included expense of $1.6 million related to investments in solar energy tax credit partnerships.

Non-interest Expense

Non-interest expense for the second quarter of 2020 was $284.1 million, up $20.0 million, or 7.6%, compared to the second quarter of 2019 and adjusted non-interest expense of $276.4 million was up $19.7 million, or 7.7%. On a year-to-date basis, non-interest expense was up $3.9 million, or 0.7%, and adjusted non-interest expense was up $48.2 million, or 9.7%. The increase in adjusted expense during 2020 was largely driven by mortgage production commissions, expense associated with Synovus' internal revenue growth and efficiency initiatives, COVID-19 related expenses, and investments in talent and technology. The efficiency ratio-FTE for the first six months of 2020 was 54.47%, compared to 57.67% for the first six months of 2019. The adjusted tangible efficiency ratio for the first six months of 2020 was 57.31%, up 614 bps compared to the same period a year ago. Synovus expects expenses to decline in the second half of the year as mortgage production commissions decline with normalized mortgage activity, COVID-19 related expenses decline, and Synovus Forward initiatives are implemented. See "Table 14 - Reconciliation of Non-GAAP Financial Measures” in this Report for applicable reconciliation to GAAP measures.

The following table summarizes the components of non-interest expense.

Table 6 - Non-interest Expense
			Three Months Ended June 30,																														Six Months Ended June 30,
(dollars in thousands)			2020						2019						% Change						2020						2019						% Change
Salaries and other personnel expense			$	159,597					$	143,009					11.6		%				$	309,274					$	282,436					9.5		%
Net occupancy, equipment, and software expense			41,727						39,851						4.7						83,921						78,245						7.3
Third-party processing and other services			21,366						19,118						11.8						42,846						36,875						16.2
Professional fees			15,305						9,312						64.4						25,980						15,660						65.9
FDIC insurance and other regulatory fees			6,851						7,867						(12.9)						12,129						14,629						(17.1)
Earnout liability adjustments			4,908						—						nm						4,908						—						nm
Merger-related expense			—						7,401						nm						—						57,140						nm
Restructuring charges			2,822						18						nm						6,042						37						nm
Loss on early extinguishment of debt			—						—						nm						1,904						—						nm
Other operating expenses			31,565						37,550						(15.9)						73,417						71,515						2.7
Total non-interest expense			$	284,141					$	264,126					7.6		%				$	560,421					$	556,537					0.7		%

Three and Six Months Ended June 30, 2020 compared to June 30, 2019

Salaries and other personnel expense increased $16.6 million, or 11.6%, and $26.8 million, or 9.5%, for the three and six months ended June 30, 2020, respectively, due primarily to higher mortgage production-based commissions, COVID-19 related bonus payments to certain front-line employees, and investments in talent.

Net occupancy, equipment, and software expense increased $1.9 million, or 4.7%, and $5.7 million, or 7.3%, during the three and six months ended June 30, 2020, respectively, primarily due to investments in technology as well as increases in net rent expense. Synovus expects net rent expense to decline during the second half of 2020, as compared to expense during the six months ended June 30, 2020, as Synovus optimizes its physical space with branch and corporate real estate closures.

55

---

Third-party processing and other services includes all third-party core operating system and processing charges as well as third-party loan servicing charges. Third-party processing expense increased $2.2 million, or 11.8%, and $6.0 million, or 16.2%, for the three and six months ended June 30, 2020, respectively. The increase is primarily associated with loan growth from Synovus' consumer-based lending partnerships. During the second quarter of 2020, Synovus restructured certain of its third-party consumer-based lending partnership arrangements with a shift of new originations to held for sale. Thus, Synovus expects third-party loan servicing expense to decline in the second half of 2020, as compared to expense during the six months ended June 30, 2020.

Professional fees increased $6.0 million, or 64.4%, and $10.3 million, or 65.9%, for the three and six months ended June 30, 2020, respectively, from increases in consulting fees related to Synovus' internal revenue growth and efficiency initiative, "Synovus Forward".

FDIC insurance and other regulatory fees were down $1.0 million and $2.5 million for the three and six months ended June 30, 2020, respectively, due primarily to strategic balance sheet management actions, aimed at reducing FDIC expense.

Earnout liability fair value adjustments associated with the Global One acquisition are the result of higher than projected earnings and higher earnings estimates over the remaining contractual earnout period, reflecting the continued success of the Global One enterprise. The earnout period ends on June 30, 2021.

In connection with the FCB acquisition, Synovus incurred merger-related expense totaling $7.4 million and $57.1 million for the three and six months ended June 30, 2019, respectively, primarily related to employment compensation agreements, severance, and professional services. See "Part I - Item 1. Financial Statements and Supplementary Data - Note 2 - Acquisitions" in this Report for more information on the acquisition of FCB.

During the three and six months ended June 30, 2020, Synovus recorded $2.8 million and $6.0 million, respectively, in restructuring charges related to branch closures and restructuring of corporate real estate as part of the Synovus Forward initiative. Synovus Bank operated 293 branches at June 30, 2020, compared to 298 branches at December 31, 2019, following the closing of six branches during the first half of 2020 and opening of one new branch. During July, Synovus opened an additional branch and expects to close seven branches during the remainder of 2020.

On February 25, 2020, Synovus terminated a $250 million long-term FHLB obligation and incurred a $1.9 million loss on early extinguishment of debt.

Other operating expenses includes advertising, travel, insurance, network and communication, other taxes, subscriptions and dues, other loan and ORE expense, postage and freight, training, business development, supplies, donations, and other miscellaneous expenses. Other operating expenses were down $6.0 million and up $1.9 million, for the three and six months ended June 30, 2020, respectively. Advertising expense was down $3.0 million and $3.4 million for the three and six months ended June 30, 2020, respectively, and travel expense was down $2.5 million and $2.9 million for the three and six months ended June 30, 2020, respectively. Other operating expenses for the six months ended June 30, 2020 includes a $2.7 million valuation adjustment on a MPS receivable and a $2.5 million charge from termination of customer swaps.

Income Tax Expense

Income tax expense was $34.5 million for the six months ended June 30, 2020, representing an effective tax rate of 20.7%, compared to income tax expense of $95.0 million for the six months ended June 30, 2019, representing an effective tax rate of 25.6%. The decrease in the effective tax rate for the six months ended June 30, 2020, as compared to the effective tax rate for the six months ended June 30, 2019, reflects a one-time benefit of $2.7 million for carrying back net operating loss deductions to pre-TJCA tax periods, as allowed by the CARES Act, and $2.6 million in other net discrete benefit items, including discrete items related to prior periods. Additionally, the effective tax rate in the first six months of 2019 was higher largely due to non-deductible merger-related expenses associated with the FCB acquisition.

The effective tax rate is affected by many factors including, but not limited to, the level of pre-tax income, BOLI, tax-exempt interest, and nondeductible expenses. In addition, the effective tax rate is affected by items that may occur in any given period but are not consistent from period-to-period, such as tax benefits related to share-based compensation, jurisdiction statutory tax rate changes, valuation allowance changes, income tax credits earned, and changes to unrecognized tax benefits. Accordingly, the comparability of the effective tax rate between periods may be impacted.

With the exception of the net operating loss carryback deductions and certain state concessions, we do not expect the provisions of the CARES Act to have a significant impact on the Company’s current tax provision.

56

---

CREDIT QUALITY, CAPITAL RESOURCES AND LIQUIDITY

Credit Quality

Synovus continuously monitors the quality of its loan portfolio by industry, property type, geography, as well as credit quality metrics. While we expect to experience stress in the portfolio as we progress through the current economic environment, which aligns with the reserve builds in the first half of the year under the pro-cyclical nature of CECL, the credit quality of the portfolio at June 30, 2020 was generally stable, due in part to Synovus' deferral relief program offered in response to the impact of COVID-19.

At June 30, 2020, 11.7% of Synovus' loan portfolio, or $4.67 billion, is in sectors we expect to be most sensitive to the COVID-19 pandemic. Within this group, hotels represented the largest exposure at $1.37 billion, followed by shopping centers (excluding those with a grocery, pharmacy, or discount store anchor) at $1.07 billion, restaurants at $787 million, retail trade (excluding gas and staples) at $724 million, arts, entertainment, and recreation at $462 million, and oil-related industries at $265 million. While our entire loan portfolio is being continuously assessed, enhanced monitoring for these sectors is ongoing. We are continuously working with these customers to evaluate how the current economic conditions are impacting, and will continue to impact, their business operations.

The table below includes selected credit quality metrics.

Table 7 - Credit Quality Metrics
(dollars in thousands)			June 30, 2020						December 31, 2019						June 30, 2019
Non-performing loans			$	147,437					$	101,636					$	124,083
ORE and other assets			30,242						35,810						15,479
Non-performing assets			$	177,679					$	137,446					$	139,562
Total loans			$	39,914,297					$	37,162,450					$	36,138,561
Non-performing loans as a % of total loans			0.37		%				0.27		%				0.34		%
Non-performing assets as a % of total loans, ORE, and specific other assets			0.44						0.37						0.39
Loans 90 days past due and still accruing			$	8,391					$	15,943					$	5,851
As a % of total loans			0.02		%				0.04		%				0.02		%
Total past due loans and still accruing			$	46,390					$	123,793					$	80,792
As a % of total loans			0.12		%				0.33		%				0.22		%
Net charge-offs, quarter			$	24,046					$	8,821					$	11,779
Net charge-offs/average loans, quarter			0.24		%				0.10		%				0.13		%
Net charge-offs, year-to-date			$	44,107					$	57,612					$	28,867
Net charge-offs/average loans, year-to-date			0.23		%				0.16		%				0.16		%
Provision for loan losses, quarter			$	119,242					$	24,470					$	12,119
Provision for unfunded commitments, quarter			22,609						*						*
Provision for credit losses, quarter			$	141,851					$	24,470					$	12,119
Provision for loan losses, year-to-date			268,359						87,720						35,688
Provision for unfunded commitments, year-to-date			32,214						*						*
Provision for credit losses, year-to-date			300,573						87,720						35,688
Allowance for loan losses			588,648						281,402						257,376
Reserve for unfunded commitments			61,029						1,375						995
Allowance for credit losses			$	649,677					$	282,777					$	258,371
ACL to loans coverage ratio			1.63		%				0.76		%				0.71		%
ALL to loans coverage ratio			1.47						0.76						0.71
ACL/NPLs			440.65						278.23						208.22
ALL/NPLs			399.25						276.87						207.42

* Prior to CECL implementation on January 1, 2020, the provision for unfunded commitments was reflected within other non-interest expense.

Non-performing Assets

Total NPAs as a percentage of total loans, ORE, and specific other assets were 0.44% at June 30, 2020 compared to 0.37% at December 31, 2019 and 0.39% at June 30, 2019. Total NPAs were $177.7 million at June 30, 2020 compared to $137.4 million at December 31, 2019 and $139.6 million at June 30, 2019. The increase in NPLs and NPAs compared to December 31,

57

---

2019 primarily related to the designation of a large C&I relationship as non-performing in the first quarter of 2020.

Provision for Credit Losses and Allowance for Credit Losses

Provision for credit losses of $141.9 million and $300.6 million for the three and six months ended June 30, 2020, respectively, resulted in the building of the ACL required under CECL primarily as a result of deterioration in the economic environment due to COVID-19. The ACL at June 30, 2020 totaled $649.7 million consisting of an ALL of $588.6 million and reserve for unfunded commitments of $61.0 million, resulting in an ACL to loans coverage ratio of 1.63% and an ACL to NPLs ratio of 441%. Excluding PPP loans, the ACL to loans coverage ratio was 1.74%.

Table 8 - Accruing TDRs by Risk Grade
			June 30, 2020																		December 31, 2019																		June 30, 2019
(dollars in thousands)			Amount						%						Amount						%						Amount						%
Pass			$	74,619					44.8		%				$	70,574					53.0		%				$	60,586					47.9		%
Special mention			16,228						9.8						11,735						8.8						12,841						10.2
Substandard accruing			75,614						45.4						50,836						38.2						52,942						41.9
Total accruing TDRs			$	166,461					100.0		%				$	133,145					100.0		%				$	126,369					100.0		%

Troubled Debt Restructurings

Accruing TDRs were $166.5 million at June 30, 2020, compared to $133.1 million at December 31, 2019 and $126.4 million at June 30, 2019. Accruing TDRs increased $33.3 million from December 31, 2019 and $40.1 million from June 30, 2019. The primary driver of the increase in accruing TDRs compared to December 31, 2019 is a result of a large relationship being designated as an accruing TDR in the first quarter of 2020 due to interest rate and term concessions. Non-accruing TDRs were $8.5 million at June 30, 2020, compared to $17.1 million at December 31, 2019 and $12.8 million at June 30, 2019.

Accruing TDRs are considered performing because they are performing in accordance with the restructured terms. At June 30, 2020, December 31, 2019, and June 30, 2019, approximately 99%, 99%, and 97%, respectively, of accruing TDRs were current. In addition, subsequent defaults on accruing TDRs (defaults defined as the earlier of the TDR being placed on non-accrual status or reaching 90 days past due with respect to principal and/or interest payments within twelve months of the TDR designation) have continued to remain at low levels.

Non-TDR Modifications due to COVID-19

Regulatory agencies have encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of COVID-19. In the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (initially issued on March 22, 2020 and revised on April 7, 2020), for example, the regulatory agencies expressed their view of loan modification programs as positive actions that may mitigate adverse effects on borrowers due to COVID-19 and their unwillingness to criticize institutions for working with borrowers in a safe and sound manner. Moreover, the Interagency Statement provided that eligible loan modifications related to COVID-19 may be accounted for under section 4013 of the CARES Act or in accordance with ASC 310-40. Section 4013 of the CARES Act allows banks to elect to not consider loan modifications related to COVID-19 that are made between March 1, 2020 and the earlier of December 31, 2020, or 60 days after the National Emergency ends to borrowers that are current (i.e., less than 30 days past due as of December 31, 2019) as TDRs. The regulatory agencies further stated that performing loans granted payment deferrals due to COVID-19 are not considered past due or non-accrual. FASB confirmed the foregoing regulatory agencies' view, that such short-term modifications (e.g., six months) made on a good-faith basis in response to COVID-19 for borrowers who are current are not TDRs. Beginning in late March 2020, Synovus provided relief programs consisting primarily of 90-day payment deferral relief to borrowers negatively impacted by COVID-19 and has accounted for these loan modifications in accordance with ASC 310-40. Synovus approved payment deferral relief of principal and interest to borrowers due to the effects of COVID-19 on approximately $6 billion of our loan portfolio. The deferred payments along with interest accrued during the deferral period are generally due and payable on the maturity date of the existing loan. Based on the terms of the deferral relief program which did not provide for forgiveness of interest, Synovus has recognized interest income on loans during the deferral period. As of June 30, 2020, $2.11 billion of the total loan portfolio was in a 90-day deferral status, including $3.2 million under a second 90-day deferral period. Based on reviews of customer cash flows, client surveys, and conversations and interactions with customers, Synovus preliminarily estimates that approximately 3 to 5 percent of total loans will have a second deferral granted for a 90-day deferment. As of August 4, 2020, $701.9 million of the total loan portfolio was in a 90-day deferral status, including $246.0 million under a second 90-day deferral period. The majority of second 90-day payment deferral relief provided to borrowers, as of August 4, 2020, includes deferral of scheduled principal payments only, with no deferral of interest payments.

58

---

Capital Resources

Synovus and Synovus Bank are required to comply with capital adequacy standards established by their primary federal regulator, the Federal Reserve. Synovus and Synovus Bank measure capital adequacy using the standardized approach to Basel III. At June 30, 2020, Synovus and Synovus Bank's capital levels exceeded well-capitalized requirements currently in effect. The following table presents certain ratios used to measure Synovus and Synovus Bank's capitalization.

Table 9 - Capital Ratios
(dollars in thousands)			June 30, 2020						December 31, 2019
CET1 capital
Synovus Financial Corp.			$	3,827,229					$	3,743,459
Synovus Bank			4,633,418						4,640,501
Tier 1 risk-based capital
Synovus Financial Corp.			4,364,374						4,280,604
Synovus Bank			4,633,418						4,640,501
Total risk-based capital
Synovus Financial Corp.			5,459,568						5,123,381
Synovus Bank			5,168,612						4,923,279
CET1 capital ratio
Synovus Financial Corp.			8.90		%				8.95		%
Synovus Bank			10.76						11.10
Tier 1 risk-based capital ratio
Synovus Financial Corp.			10.15						10.23
Synovus Bank			10.76						11.10
Total risk-based capital to risk-weighted assets ratio
Synovus Financial Corp.			12.70						12.25
Synovus Bank			12.01						11.78
Leverage ratio
Synovus Financial Corp.			8.38						9.16
Synovus Bank			8.91						9.94
Tangible common equity ratio(1)
Synovus Financial Corp.			7.41						8.08

⁽¹⁾  See "Table 14 - Reconciliation of Non-GAAP Financial Measures” in this Report for the applicable reconciliation to the most comparable GAAP measure.

At June 30, 2020, Synovus' CET1 ratio was 8.90%, in excess of regulatory requirements including the capital conservation buffer of 2.5%. The June 30, 2020 CET1 ratio improved 20 bps compared to March 31, 2020 and was 5 bps below the December 31, 2019 ratio. During the latter part of the second quarter of 2020, Synovus executed certain balance sheet management activities including repositioning the investment securities portfolio and transitioning certain third-party lending partnership loans to held for sale. These actions settled subsequent to quarter-end, at the margin, and are expected to provide further support to capital ratios in the third quarter of 2020. For additional information on regulatory capital requirements, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 11 - Regulatory Capital" to the consolidated financial statements of Synovus' 2019 Form 10-K. Management reviews the Company's capital position on an on-going basis and believes, based on internal capital analyses and earnings projections, that Synovus is well positioned to meet relevant regulatory capital standards.

As a result of the greater economic uncertainty associated with the current pandemic, Synovus suspended its share repurchase activity beyond the $16.2 million (450 thousand shares) of its common stock repurchased during the first quarter.

On March 27, 2020, the federal banking regulators issued an interim final rule, updating CECL transition options, which allows electing banking organizations to delay an estimate of the effect of CECL on regulatory capital for up to two years, followed by a three-year phase-in transition period. Synovus adopted CECL on January 1, 2020 and the June 30, 2020 regulatory capital ratios reflect Synovus' election of the five-year transition provision. For additional information on Synovus' adoption of CECL, see "Part I - Item 1. Financial Statements and Supplementary Data - Note 1 - Basis of Presentation and Accounting Policies" in this Report.

59

---

Dividends

Synovus has historically paid a quarterly cash dividend to the holders of its common stock. Management and the Board of Directors closely monitor current and projected capital levels, liquidity (including dividends from subsidiaries), financial markets and other economic trends, as well as regulatory requirements regarding the payment of dividends. As Synovus navigates through the current recession and regulatory guidelines, the approach to common stock dividends will be continually evaluated based on an assessment of long-term earnings, capital projections, and liquidity.

Synovus' ability to pay dividends on its common stock and preferred stock is primarily dependent upon dividends and distributions that it receives from its bank and non-banking subsidiaries, which are restricted by various regulations administered by federal and state bank regulatory authorities.

Synovus declared common stock dividends of $97.2 million, or $0.66 per common share, for the six months ended June 30, 2020, up from $94.5 million, or $0.60 per common share, for the six months ended June 30, 2019, respectively. In addition, Synovus declared dividends on its preferred stock of $16.6 million and $6.3 million during the six months ended June 30, 2020 and 2019, respectively.

Liquidity

Liquidity represents the extent to which Synovus has readily available sources of funding to meet the needs of depositors, borrowers and creditors, to support asset growth, and to otherwise sustain operations of Synovus and its subsidiaries, at a reasonable cost, on a timely basis, and without adverse consequences. ALCO monitors Synovus' economic, competitive, and regulatory environment and is responsible for measuring, monitoring, and reporting on liquidity and funding risk as well as market risk.

In accordance with Synovus policies and regulatory guidance, ALCO evaluates contractual and anticipated cash flows under normal and stressed conditions to properly manage the Company’s liquidity profile. Synovus places an emphasis on maintaining numerous sources of current and contingent liquidity to meet its obligations to depositors, borrowers, and creditors on a timely basis. Liquidity is generated through various sources, including, but not limited to, maturities and repayments of loans by customers, maturities and sales of investment securities, and growth in core or wholesale deposits. Management continuously monitors and maintains appropriate levels of liquidity so as to provide adequate funding sources to manage customer deposit withdrawals, loan requests, and other funding demands.

Synovus Bank also generates liquidity through the issuance of brokered certificates of deposit and money market accounts. Synovus Bank accesses these funds from a broad geographic base to diversify its sources of funding and liquidity. Synovus Bank also has the capacity to access funding through its membership in the FHLB system and through the Federal Reserve discount window. During the first quarter of 2020, Synovus increased its FHLB availability by over $2.0 billion through expanding pledged collateral. At June 30, 2020, based on currently pledged collateral, Synovus Bank had access to incremental FHLB funding of $4.90 billion, subject to FHLB credit policies.

In addition to bank level liquidity management, Synovus must manage liquidity at the parent company level for various operating needs including the servicing of debt, the payment of dividends on our common stock and preferred stock, share repurchases, payment of general corporate expenses and potential capital infusions into subsidiaries. The primary source of liquidity for Synovus consists of dividends from Synovus Bank, which is governed by certain rules and regulations of the GA DBF and the Federal Reserve Bank. Synovus' ability to receive dividends from Synovus Bank in future periods will depend on a number of factors, including, without limitation, Synovus Bank's future profits, asset quality, liquidity, and overall condition. In addition, both the GA DBF and Federal Reserve Bank may require approval to pay dividends, based on certain regulatory statutes and limitations.

On February 12, 2020, Synovus Bank issued $400.0 million aggregate principal amount of 2.289% Fixed-to-Floating Rate Senior Bank Notes due 2023. From and including the original issue date to, but excluding, February 10, 2022, the Notes bear interest at a fixed rate of 2.289% per annum, payable semi-annually in arrears on each February 10 and August 10, beginning on August 10, 2020. Unless redeemed, from and including February 10, 2022 to but excluding the Maturity Date, the interest rate on the Notes is computed quarterly using an interest rate based on the SOFR with a daily index maturity plus a spread of 94.5 bps per annum, payable quarterly in arrears. Synovus Bank may redeem the Notes, at its option, on February 10, 2022 (which is the date that is one year prior to the Maturity Date) upon not less than 10 nor more than 60 days’ prior notice given to holders of the Notes. The redemption price for any redemption is 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to but excluding the date of redemption. The Notes are not redeemable at the option or election of holders.

On February 25, 2020, Synovus terminated a $250.0 million long-term FHLB obligation and incurred a $1.9 million loss on early extinguishment of debt.

Synovus presently believes that the sources of liquidity discussed above, including existing liquid funds on hand, are sufficient to meet its anticipated funding needs. However, if economic conditions were to significantly deteriorate, regulatory

60

---

capital requirements for Synovus or Synovus Bank were to increase as the result of regulatory directives or otherwise, or Synovus believes it is prudent to enhance current liquidity levels, then Synovus may seek additional liquidity from external sources. See "Part I- Item 1A. Risk Factors - the COVID-19 pandemic has resulted in significant market volatility and lower interest rates that could materially affect Synovus’ results of operations and access to capital" of this Report and "Part I – Item 1A. Risk Factors - Changes in the cost and availability of funding due to changes in the deposit market and credit market may adversely affect our capital resources, liquidity and financial results" of Synovus' 2019 Form 10-K. Furthermore, Synovus may, from time to time, take advantage of attractive market opportunities to refinance its existing debt, redeem its preferred stock, or strengthen its liquidity or capital position.

Earning Assets and Sources of Funds

Average total assets for the six months ended June 30, 2020 increased $4.54 billion, or 9.8%, to $50.78 billion as compared to $46.24 billion for the first six months of 2019. Average earning assets increased $3.78 billion, or 8.8%, in the first six months of 2020 compared to the same period in 2019 and represented 92.0% of average total assets at June 30, 2020, as compared to 92.8% at June 30, 2019. The increase in average earning assets primarily resulted from a $3.14 billion increase in average loans, net, which included average PPP loans of $1.11 billion (Synovus funded nearly $2.9 billion of PPP loans during the second quarter of 2020) as well as a $513.5 million increase in average interest-bearing funds held at the Federal Reserve Bank.

Average interest-bearing liabilities increased $2.35 billion, or 7.4%, to $34.16 billion for the first six months of 2020 compared to the same period in 2019. The increase in average interest-bearing liabilities resulted from a $2.60 billion increase in average money market deposits, a $706.7 million increase in average long-term debt, including $400.0 million of senior notes issued in February 2020, and a $161.6 million increase in other short-term borrowings. These increases were partially offset by a $1.62 billion, or 15.5%, decrease in average time deposits. Average non-interest-bearing demand deposits increased $1.49 billion, or 16.2%, to $10.67 billion for the first six months of 2020 compared to the same period in 2019, due largely to liquidity associated with PPP lending.

Net interest income for the six months ended June 30, 2020 was $749.8 million, down $44.6 million, or 5.6%, compared to the same period in 2019. The decrease in year-over-year net interest income was due to declines of $36.2 million in PAA (primarily comprised of declines of $13.5 million of loan accretion and $21.9 million of deposit premium amortization) associated with the FCB acquisition and declines in market interest rates, which were somewhat offset by higher average earning assets. Net interest margin was down 49 bps over the comparable six-month periods to 3.25%, due primarily to the decline in market interest rates in addition to declines in PAA. For the six months ended June 30, 2020, the yield on earning assets was 4.03%, a decrease of 77 bps compared to the six months ended June 30, 2019, while the effective cost of funds decreased 28 bps to 0.78%. The yield on loans decreased 83 bps to 4.34% while the yield on investment securities decreased 14 bps to 2.91% over the six months ended June 30, 2019.

On a sequential quarter basis, net interest income was up $3.3 million, or 0.9%, and net interest margin for the second quarter was 3.13%, which was down 24 bps compared to the first quarter of 2020. The sequential quarter decline in net interest margin was primarily driven by the full quarter impact of the March 2020 emergency rate cuts by the Federal Reserve, as well as excess liquidity. The second quarter included average PPP loan balances of $2.21 billion and $9.2 million in accretion of associated PPP processing fees. For the second quarter of 2020, the yield on earning assets decreased 58 bps, while the effective cost of funds decreased 34 bps compared to the first quarter of 2020.

While the second half of the year is expected to be favorably impacted by additional PPP fee accretion as PPP loans are forgiven, net interest income and net interest margin are expected to experience downward pressure due to certain strategic balance sheet management activities which were completed late in the second quarter.

61

---

Quarterly yields earned on average interest-earning assets and rates paid on average interest-bearing liabilities for the five most recent quarters are presented below.

Table 10 - Average Balances and Yields/Rates			2020																		2019
(dollars in thousands) (yields and rates annualized)			Second Quarter						First Quarter						Fourth Quarter						Third Quarter						Second Quarter
Interest Earning Assets:
Investment securities(1)(2)			$	6,618,533					6,680,047						6,696,768						6,831,036						6,955,386
Yield			2.72		%				3.09						3.12						3.14						3.03
Trading account assets(3)			$	6,173					6,306						7,986						5,519						4,853
Yield			2.19		%				2.70						2.69						4.01						1.83
Commercial loans(2)(4)			$	30,236,919					27,607,343						26,698,202						26,567,719						26,353,701
Yield			3.95		%				4.57						4.82						5.09						5.13
Consumer loans(4)			$	9,899,172					9,985,702						9,809,832						9,633,603						9,423,427
Yield			4.34		%				4.60						5.07						5.08						5.17
Allowance for loan losses			$	(498,545)					(368,033)						(269,052)						(258,024)						(259,284)
Loans, net(4)			$	39,637,546					37,225,012						36,238,982						35,943,298						35,517,844
Yield			4.08		%				4.62						4.93						5.13						5.17
Mortgage loans held for sale			$	221,157					86,415						117,909						99,556						70,497
Yield			3.09		%				3.67						3.77						3.93						4.27
Other loans held for sale			$	19,246					—						—						475						272
Yield			4.19		%				—						—						—						—
Other earning assets(5)			$	1,709,086					652,130						514,635						513,160						511,488
Yield			0.11		%				1.02						1.71						2.08						2.37
Federal Home Loan Bank and Federal Reserve Bank Stock(3)			$	247,801					284,082						278,586						254,994						234,949
Yield			3.60		%				3.38						2.85						3.85						3.29
Total interest earning assets			$	48,459,542					44,933,992						43,854,866						43,648,038						43,295,289
Yield			3.75		%				4.33						4.60						4.78						4.79
Interest-Bearing Liabilities:
Interest-bearing demand deposits			$	7,260,940					6,445,986						6,381,282						6,138,810						6,335,953
Rate			0.21		%				0.51						0.60						0.69						0.71
Money market accounts, excluding brokered deposits			$	12,238,479					11,548,014						10,526,296						10,138,783						10,024,836
Rate			0.46		%				1.00						1.13						1.26						1.23
Savings deposits			$	1,036,024					926,822						915,640						900,366						904,183
Rate			0.02		%				0.05						0.05						0.05						0.05
Time deposits under $100,000			$	1,621,943					1,761,741						1,873,350						2,100,492						2,245,878
Rate			1.43		%				1.64						1.27						1.39						1.39
Time deposits over $100,000			$	4,772,555					5,051,705						5,198,266						5,957,691						6,331,665
Rate			1.80		%				2.04						1.51						1.69						1.70
Other brokered deposits			$	1,998,571					1,376,669						1,156,131						993,078						766,718
Rate			0.25		%				1.42						1.84						2.47						2.46
Brokered time deposits			$	2,244,429					2,166,496						2,121,069						2,119,149						1,985,589
Rate			1.86		%				2.11						2.16						2.27						2.28
Total interest-bearing deposits			$	31,172,941					29,277,433						28,172,034						28,348,369						28,594,822
Rate			0.73		%				1.18						1.16						1.32						1.30
Federal funds purchased and securities sold under repurchase agreements			$	250,232					167,324						192,731						221,045						300,168
Rate			0.12		%				0.30						0.24						0.22						0.20
Other short-term borrowings			$	550,000					1,384,362						1,565,507						1,307,370						1,090,581
Rate			1.23		%				1.66						1.87						2.31						2.59
Long-term debt			$	2,834,188					2,678,651						2,153,983						2,286,221						2,114,819
Rate			2.36		%				2.78						3.07						3.32						3.53
Total interest-bearing liabilities			$	34,807,361					33,507,770						32,084,255						32,163,005						32,100,390
Rate			0.86		%				1.30						1.30						1.47						1.48
Non-interest-bearing demand deposits			$	11,923,534					9,409,774						9,706,784						9,365,776						9,304,839
Cost of funds			0.65		%				1.04						1.02						1.16						1.15
Effective cost of funds(6)			0.62		%				0.96						0.95						1.09						1.10
Net interest margin			3.13		%				3.37						3.65						3.69						3.69
Taxable equivalent adjustment(2)			$	861					786						769						819						811

⁽¹⁾ Excludes net unrealized gains (losses).

⁽²⁾ Reflects taxable-equivalent adjustments, using the statutory federal income tax rate of 21%, in adjusting interest on tax-exempt loans and investment securities to a taxable-equivalent basis.

⁽³⁾ Included as a component of other assets on the consolidated balance sheets.

⁽⁴⁾ Average loans are shown net of deferred fees and costs. NPLs are included.

⁽⁵⁾ Includes interest-bearing funds with Federal Reserve Bank, interest earning deposits with banks, and federal funds sold and securities purchased under resale agreements.

⁽⁶⁾ Includes the impact of non-interest-bearing capital funding sources.

62

---

Net Interest Income and Rate/Volume Analysis

        The following table sets forth the major components of net interest income and the related annualized yields and rates for the six months ended June 30, 2020 and 2019, as well as the variances between the periods caused by changes in interest rates versus changes in volume.

Table 11 - Net Interest Income and Rate/Volume Analysis
			Six Months Ended June 30,																																																																		2020 Compared to 2019
			Average Balances																		Interest																		Annualized Yield/Rate																		Change due to																		Increase (Decrease)
(dollars in thousands)			2020						2019						2020						2019						2020						2019						Volume						Rate
Assets
Interest earning assets:
Investment securities			$	6,649,290					$	6,746,950					$	96,593					$	102,789					2.91		%				3.05		%				$	(1,481)					$	(4,715)					$	(6,196)
Trading account assets			6,240						3,459						76						29						2.45						1.67						23						24						47
Taxable loans, net(1)			38,396,237						35,206,985						823,156						900,129						4.31						5.16						81,833						(158,806)						(76,973)
Tax-exempt loans, net(1)(2)			468,330						342,848						7,820						6,587						3.36						3.87						2,415						(1,182)						1,233
Allowance for loan losses			(433,289)						(256,067)
Loans, net			38,431,278						35,293,766						830,976						906,716						4.34						5.17						84,248						(159,988)						(75,740)
Mortgage loans held for sale			153,786						52,803						2,502						1,143						3.25						4.33						2,175						(816)						1,359
Other loans held for sale			9,623						802						204						22						4.19						5.35						235						(53)						182
Other earning assets(3)			1,180,608						595,018						2,133						7,233						0.36						2.42						7,018						(12,118)						(5,100)
Federal Home Loan Bank and Federal Reserve Bank stock			265,942						223,244						4,629						4,479						3.48						4.01						851						(701)						150
Total interest earning assets			46,696,767						42,916,042						937,113						1,022,411						4.03						4.80						93,069						(178,367)						(85,298)
Cash and due from banks			536,180						517,958
Premises and equipment, net			489,246						483,420
Other real estate			13,523						14,056
Cash surrender value of bank-owned life insurance			963,428						763,741
Other assets(4)			2,075,995						1,544,423
Total assets			$	50,775,139					$	46,239,640
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing demand deposits			$	6,853,463					$	6,364,470					$	11,871					$	21,974					0.35		%				0.70		%				$	1,702					$	(11,805)					$	(10,103)
Money market accounts			13,580,867						10,985,791						48,832						71,264						0.72						1.31						16,905						(39,337)						(22,432)
Savings deposits			981,423						902,630						161						258						0.03						0.06						23						(120)						(97)
Time deposits			8,809,434						10,430,033						81,612						86,887						1.86						1.68						(13,539)						8,264						(5,275)
Federal funds purchased and securities sold under repurchase agreements			208,778						266,807						201						281						0.19						0.21						(61)						(19)						(80)
Other short-term borrowings			967,181						805,602						7,509						10,476						1.54						2.59						2,081						(5,048)						(2,967)
Long-term debt			2,756,419						2,049,726						35,454						35,392						2.52						3.43						12,054						(11,992)						62
Total interest-bearing liabilities			34,157,565						31,805,059						185,640						226,532						1.08						1.43						19,165						(60,057)						(40,892)
Non-interest-bearing deposits			10,666,654						9,180,584
Other liabilities			918,009						689,462
Shareholders' equity			5,032,911						4,564,535
Total liabilities and equity			$	50,775,139					$	46,239,640
Interest rate spread:																											2.95		%				3.37		%
Net interest income - FTE/margin(5)															$	751,473					$	795,879					3.25		%				3.74		%				$	73,904					$	(118,310)					$	(44,406)
Taxable equivalent adjustment															1,647						1,441
Net interest income, actual															$	749,826					$	794,438

⁽¹⁾ Average loans are shown net of unearned income. NPLs are included. Interest income includes fees as follows: 2020 - $24.4 million, 2019 - $17.1 million.

⁽²⁾ Reflects taxable-equivalent adjustments, using the statutory federal income tax rate of 21%, in adjusting interest on tax-exempt loans to a taxable-equivalent basis.

⁽³⁾ Includes interest-bearing funds with Federal Reserve Bank, interest earning deposits with banks, and federal funds sold and securities purchased under resale agreements.

⁽⁴⁾ Includes average net unrealized gains (losses) on investment securities available for sale of $218.7 million and $(36.5) million for the six months ended June 30, 2020 and 2019, respectively.

⁽⁵⁾ The net interest margin is calculated by dividing annualized net interest income - FTE by average total interest earnings assets.

63

---

Market Risk Analysis

Interest rate risk is the primary market risk to which Synovus is potentially exposed. Synovus measures its sensitivity to changes in market interest rates through the use of a simulation model which incorporates all of Synovus’ earning assets and liabilities. These simulations are used to determine a baseline net interest income projection and the sensitivity of the income profile based on changes in interest rates. These simulations incorporate assumptions and factors, including, but not limited to, changes in market rates, in the size or composition of the balance sheet, and in repricing characteristics as well as customer behaviors. This process is reviewed and updated on an on-going basis in a manner consistent with Synovus’ ALCO governance framework.

Synovus has modeled its baseline net interest income projection assuming a flat interest rate environment with the federal funds rate at the Federal Reserve’s current targeted range of 0% to 0.25% and the current prime rate of 3.25%. Synovus has modeled the impact of a gradual increase in market interest rates across the yield curve of 100 and 200 bps and a gradual decline of 25 bps to determine the sensitivity of net interest income for the next twelve months. The lesser decline of the downrate scenario presented was selected in light of the low absolute level of monetary policy rates and generally incorporates an assumption that rates are floored at the zero-lower-bound. Synovus' current rate risk position is considered modestly asset-sensitive and would be expected to benefit net interest income in a rising interest rate environment and reduce net interest income in a declining interest rate environment. The following table represents the estimated sensitivity of net interest income at June 30, 2020, with comparable information for December 31, 2019.

Table 12 - Twelve Month Net Interest Income Sensitivity
						Estimated % Change in Net Interest Income as Compared to Unchanged Rates (for the next twelve months)
Change in Short-term Interest Rates (in bps)						June 30, 2020						December 31, 2019
+200						1.9%						2.8%
+100						1.0%						2.0%
Flat						—%						—%
-25						0.2%						N/A

The net interest income simulation model is the primary tool utilized to evaluate potential interest rate risks over a shorter-term time horizon. Synovus also evaluates potential longer-term interest rate risk through modeling and evaluation of EVE. Simulation modeling is utilized to measure the EVE and its sensitivity to immediate changes in interest rates. This EVE modeling allows Synovus to capture longer-term repricing risk and options risk embedded in the balance sheet. These simulations value only the current balance sheet and do not incorporate growth assumptions used in the net interest income simulation. The EVE is the net fair value of assets, liabilities, and off-balance sheet financial instruments derived from the present value of future cash flows discounted at current market interest rates. From this baseline valuation, Synovus evaluates changes in the value of each of these items in various interest rate scenarios to determine the net impact on the EVE. Key assumptions utilized in the model, namely loan prepayments, investment security prepayments, deposit repricing betas, and non-maturity deposit duration have a significant impact on the results of the EVE simulations.

LIBOR

In July 2017, the Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit rates for the calculation of LIBOR after 2021, confirming the continuation of LIBOR will not be guaranteed beyond that date. However, due to the COVID-19 pandemic, the FCA has since softened its stance on the pre-cessation end dates scheduled in 2020 and early 2021 on the issuance of instruments tied to LIBOR. The ARRC has proposed SOFR as its preferred rate as an alternative to LIBOR and has proposed a paced market transition plan to SOFR from LIBOR. The ARRC recently recommended a spread adjustment methodology for cash products based on a historical median over a five-year lookback period calculating the difference between LIBOR and SOFR. Organizations are currently working on industry-wide and company-specific transition plans as it relates to derivatives and cash markets exposed to LIBOR. As noted within our 10-K Risk Factors, Synovus holds instruments that may be impacted by the discontinuance of LIBOR including floating rate obligations, loans, deposits, derivatives and hedges, and other financial instruments but is not able to currently predict the associated financial impacts of the transition to an alternative reference rate. Synovus has established a cross-functional LIBOR transition working group that is in the process of i) assessing the Company's current exposure to LIBOR indexed instruments and the data, systems and processes that may also be impacted; ii) establishing an implementation plan; and iii) developing a formal governance structure for the transition.

64

---

Critical Accounting Policies

The accounting and financial reporting policies of Synovus are in accordance with GAAP and conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. Synovus has identified certain of its accounting policies as “critical accounting policies,” consisting of those related to the allowance for loan losses, fair value measurements and income taxes. In determining which accounting policies are critical in nature, Synovus has identified the policies that require significant judgment or involve complex estimates. It is management's practice to discuss critical accounting policies with the Board of Directors' Audit Committee, including the development, selection, implementation and disclosure of the critical accounting policies. The application of these policies has a significant impact on Synovus’ unaudited interim consolidated financial statements. Synovus’ financial results could differ significantly if different judgments or estimates are used in the application of these policies. All accounting policies described in "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" in Synovus' 2019 Form 10-K should be reviewed for a greater understanding of how we record and report our financial performance. Excluding the adoption of ASU 2016-13, Financial Instruments-Credit Losses (CECL) on January 1, 2020 as disclosed in "Part I - Item 1. Financial Statements and Supplementary Data - Note 1 - Basis of Presentation and Accounting Policies" in this Report, there have been no significant changes to the accounting policies, estimates and assumptions, or the judgments affecting the application of these estimates and assumptions from those disclosed in Synovus' 2019 Form 10-K.

Goodwill

Goodwill assessments are highly sensitive to economic projections and the related assumptions and estimates used by management. Synovus includes goodwill impairment analysis and reporting unit valuations as part of its critical accounting policy for fair value measurements. For additional information, see "Part II - Item 8. Financial Statements and Supplementary Data - Note 1 - Summary of Significant Accounting Policies" in Synovus' 2019 Form 10-K and "Part I - Item 1. Financial Statements and Supplementary Data - Note 5 - Goodwill and Other Intangible Assets" in this Report.

Non-GAAP Financial Measures

The measures entitled adjusted non-interest revenue; adjusted non-interest expense; adjusted total revenues; adjusted tangible efficiency ratio; adjusted net income per common share, diluted; adjusted return on average assets; adjusted return on average common equity; return on average tangible common equity, adjusted return on average tangible common equity; and tangible common equity ratio are not measures recognized under GAAP and therefore are considered non-GAAP financial measures. The most comparable GAAP measures to these measures are total non-interest revenue; total non-interest expense; total revenues; efficiency ratio-FTE; net income per common share, diluted; return on average assets; return on average common equity; and the ratio of total shareholders' equity to total assets, respectively.

Management believes that these non-GAAP financial measures provide meaningful additional information about Synovus to assist management and investors 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. Adjusted total revenues and adjusted non-interest revenue are measures used by management to evaluate non-interest revenue exclusive of net investment securities gains (losses) and gains on sale and changes in fair value of private equity investments, net. Adjusted non-interest expense and the adjusted tangible efficiency ratio are measures utilized by management to measure the success of expense management initiatives focused on reducing recurring controllable operating costs. Adjusted net income per common share, diluted, adjusted return on average assets, and adjusted return on average common equity are measurements used by management to evaluate operating results exclusive of items that management believes are not indicative of ongoing operations and impact period-to-period comparisons. Return on average tangible common equity and adjusted return on average tangible common equity are measures 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. The tangible common equity ratio is used by management to assess the strength of our capital position. The computations of these measures are set forth in the tables below.

65

---

Table 14 - Reconciliation of Non-GAAP Financial Measures
			Three Months Ended																		Six Months Ended
(in thousands)			June 30, 2020						June 30, 2019						June 30, 2020						June 30, 2019
Adjusted non-interest revenue
Total non-interest revenue			$	173,484					$	89,807					$	277,341					$	169,185
Subtract/add: Investment securities (gains) losses, net			(69,409)						1,845						(78,144)						1,771
Subtract: Gain on sale and increase in fair value of private equity investments, net			(8,707)						(1,455)						(4,452)						(2,313)
Adjusted non-interest revenue			$	95,368					$	90,197					$	194,745					$	168,643
Adjusted non-interest expense
Total non-interest expense			$	284,141					$	264,126					$	560,421					$	556,537
Subtract: Earnout liability adjustments			(4,908)						—						(4,908)						—
Subtract: Merger-related expense			—						(7,401)						—						(57,140)
Subtract: Restructuring charges, net			(2,822)						(18)						(6,042)						(37)
Subtract: Loss on early extinguishment of debt, net			—						—						(1,904)						—
Adjusted non-interest expense			$	276,411					$	256,707					$	547,567					$	499,360

			Three Months Ended																		Six Months Ended
(in thousands, except per share data)			June 30, 2020						June 30, 2019						June 30, 2020						June 30, 2019
Adjusted total revenues and adjusted tangible efficiency ratio
Adjusted non-interest expense			$	276,411					$	256,707					$	547,567					$	499,360
Subtract: Amortization of intangibles			(2,640)						(2,410)						(5,280)						(5,802)
Adjusted tangible non-interest expense			$	273,771					$	254,297					$	542,287					$	493,558
Net interest income			$	376,566					$	397,262					$	749,826					$	794,438
Add: Tax equivalent adjustment			861						811						1,647						1,441
Add: Total non-interest revenue			173,484						89,807						277,341						169,185
Total FTE revenues			$	550,911					$	487,880					$	1,028,814					$	965,064
Subtract/add: Investment securities (gains) losses, net			(69,409)						1,845						(78,144)						1,771
Subtract: Gain on sale and increase in fair value of private equity investments, net			(8,707)						(1,455)						(4,452)						(2,313)
Adjusted total revenues			$	472,795					$	488,270					$	946,218					$	964,522
Efficiency ratio-FTE			51.58		%				54.14		%				54.47		%				57.67		%
Adjusted tangible efficiency ratio			57.91						52.08						57.31						51.17
Adjusted net income per common share, diluted
Net income available to common shareholders			$	84,901					$	153,034					$	115,131					$	270,070
Add: Earnout liability adjustments			4,908						—						4,908						—
Add: Merger-related expense			—						7,401						—						57,140
Add: Restructuring charges, net			2,822						18						6,042						37
Add: Loss on early extinguishment of debt, net			—						—						1,904						—
Subtract/add: Investment securities (gains) losses, net			(69,409)						1,845						(78,144)						1,771
Subtract: Gain on sale and increase in fair value of private equity investments, net			(8,707)						(1,455)						(4,452)						(2,313)
Add/subtract: Tax effect of adjustments			19,500						(1,951)						19,335						(7,659)
Adjusted net income available to common shareholders			$	34,015					$	158,892					$	64,724					$	319,046
Weighted average common shares outstanding, diluted			147,733						159,077						148,067						160,908
Adjusted net income per common share, diluted			$	0.23					$	1.00					$	0.44					$	1.98

66

---

Table 14 - Reconciliation of Non-GAAP Financial Measures, continued
			Three Months Ended																		Six Months Ended
(dollars in thousands)			June 30, 2020						June 30, 2019						June 30, 2020						June 30, 2019
Adjusted return on average assets (annualized)
Net income			$	93,192					$	156,184					$	131,712					$	276,370
Add: Earnout liability adjustments			4,908						—						4,908						—
Add: Merger-related expense			—						7,401						—						57,140
Add: Restructuring charges, net			2,822						18						6,042						37
Add: Loss on early extinguishment of debt, net			—						—						1,904						—
Subtract/add: Investment securities (gains) losses, net			(69,409)						1,845						(78,144)						1,771
Subtract: Gain on sale and increase in fair value of private equity investments, net			(8,707)						(1,455)						(4,452)						(2,313)
Add/subtract: Tax effect of adjustments			19,500						(1,951)						19,335						(7,659)
Adjusted net income			$	42,306					$	162,042					$	81,305					$	325,346
Net income annualized			374,816						626,452						264,871						557,321
Adjusted net income annualized			170,154						649,949						163,503						656,084
Total average assets			52,853,685						46,679,769						50,775,139						46,239,640
Return on average assets (annualized)			0.71		%				1.34		%				0.52		%				1.21		%
Adjusted return on average assets (annualized)			0.32						1.39						0.32						1.42

67

---

Table 14 - Reconciliation of Non-GAAP Financial Measures, continued
			Three Months Ended
(dollars in thousands)			June 30, 2020						March 31, 2020						June 30, 2019
Adjusted return on average common equity, return on average tangible common equity, and adjusted return on average tangible common equity (annualized)
Net income available to common shareholders			$	84,901					$	30,230					$	153,034
Add: Earnout liability adjustments			4,908						—						—
Add: Merger-related expense			—						—						7,401
Add: Restructuring charges, net			2,822						3,220						18
Add: Loss on early extinguishment of debt, net			—						1,904						—
Subtract/add: Investment securities (gains) losses, net			(69,409)						(8,734)						1,845
Subtract/add: (Increase) decrease in fair value of private equity investments			(8,707)						4,255						(1,455)
Add/subtract: Tax effect of adjustments			19,500						(167)						(1,951)
Net income available to common shareholders			$	34,015					$	30,708					$	158,892
Adjusted net income available to common shareholders' annualized			$	136,808					$	123,507					$	637,314
Add: Amortization of intangibles			7,868						7,868						7,250
Adjusted net income available to common shareholders excluding amortization of intangibles annualized			$	144,676					$	131,375					$	644,564
Net income available to common shareholders annualized			$	341,470					$	121,584					$	613,818
Add: Amortization of intangibles			7,868						7,868						7,250
Net income available to common shareholders excluding amortization of intangibles			$	349,338					$	129,452					$	621,068
Total average shareholders' equity less preferred stock			$	4,567,254					$	4,424,278					$	4,416,705
Subtract: Goodwill			(497,267)						(497,267)						(487,601)
Subtract: Other intangible assets, net			(51,667)						(54,514)						(69,853)
Total average tangible shareholders' equity less preferred stock			$	4,018,320					$	3,872,497					$	3,859,251
Return on average common equity (annualized)			7.48		%				2.75		%				13.90		%
Adjusted return on average common equity (annualized)			3.00						2.79						14.43
Return on average tangible common equity (annualized)			8.69						3.34						16.09
Adjusted return on average tangible common equity (annualized)			3.60						3.39						16.70

(dollars in thousands)			June 30, 2020						March 31, 2020												June 30, 2019
Tangible common equity ratio
Total assets			$	54,121,989					$	50,619,585											$	47,318,203
Subtract: Goodwill			(497,267)						(497,267)												(492,390)
Subtract: Other intangible assets, net			(50,392)						(53,032)												(61,473)
Tangible assets			$	53,574,330					$	50,069,286											$	46,764,340
Total shareholders' equity			$	5,052,968					$	5,065,205											$	4,753,816
Subtract: Goodwill			(497,267)						(497,267)												(492,390)
Subtract: Other intangible assets, net			(50,392)						(53,032)												(61,473)
Subtract: Preferred Stock, no par value			(537,145)						(537,145)												(195,140)
Tangible common equity			$	3,968,164					$	3,977,761											$	4,004,813
Total shareholders' equity to total assets ratio			9.34		%				10.01		%										10.05		%
Tangible common equity ratio			7.41						7.94												8.56

68

---

ITEM 3. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The information presented in the Market Risk Analysis section of the Management's Discussion and Analysis of Financial Condition and Results of Operations is incorporated herein by reference.

ITEM 4. – CONTROLS AND PROCEDURES

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by Synovus' management, with the participation of Synovus' Chief Executive Officer and Chief Financial Officer, of the effectiveness of Synovus' disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on that evaluation, Synovus' Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2020, Synovus' disclosure controls and procedures were effective.

There have been no material changes in Synovus' internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, Synovus' internal control over financial reporting.

69

---

PART II. – OTHER INFORMATION

ITEM 1. – LEGAL PROCEEDINGS

Synovus and its subsidiaries are subject to various legal proceedings, claims and disputes that arise in the ordinary course of its business. Additionally, in the ordinary course of its business, Synovus and its subsidiaries are subject to regulatory examinations, information gathering requests, inquiries and investigations. Synovus, like many other financial institutions, has been the target of legal actions and other proceedings asserting claims for damages and related relief for losses. These actions include mortgage loan and other loan put-back claims, claims and counterclaims asserted by individual borrowers related to their loans, allegations of violations of state and federal laws and regulations relating to banking practices, and allegations related to Synovus' participation in government stimulus programs, including putative class action matters. In addition to actual damages, if Synovus does not prevail in such asserted legal actions, credit-related litigation could result in additional write-downs or charge-offs of assets, which could adversely affect Synovus' results of operations during the period in which the write-down or charge-off were to occur.

Based on Synovus' current knowledge and advice of counsel, management presently does not believe that the liabilities arising from these legal matters will have a material adverse effect of Synovus' consolidated financial condition, results of operations or cash flows. However, it is possible that the ultimate resolution of these legal matters could have a material adverse effect on Synovus' results of operations and financial condition for any particular period. For additional information, see "Part I - Item 1. Financial Statements and Supplementary Data - Note 10 - Commitments and Contingencies" of this Report, which Note is incorporated herein by this reference.

ITEM 1A. – RISK FACTORS

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in "Part I - Item IA - Risk Factors” of Synovus' 2019 Form 10-K and "Item 1A. - Risk Factors" of Synovus' Form 10-Q for the period ended March 31, 2020 ("1Q 2020 Form 10-Q"), which could materially affect its business, financial position, results of operations, cash flows, or future results. Please be aware that these risks may change over time and other risks may prove to be important in the future. In addition, these risks may be heightened by the disruption and uncertainty resulting from COVID-19. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our business, financial condition or results of operations, or the trading price of our securities.

There are no material changes during the period covered by this Report to the risk factors previously disclosed in Synovus' 2019 Form 10-K and 1Q 2020 Form 10-Q.

ITEM 2. – UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

        (a) None.

        (b) None.

        (c) Issuer Purchases of Equity Securities:

The Company announced on January 24, 2020 that its Board of Directors authorized share repurchases in 2020 at a level that would be consistent with Synovus retaining a 9% CET1 ratio target. As a result of the greater economic uncertainty associated with the current pandemic, Synovus suspended its share repurchase activity beyond the $16.2 million (450 thousand shares) of its common stock repurchased during the first quarter.

ITEM 3. – DEFAULTS UPON SENIOR SECURITIES

        None.

ITEM 4. – MINE SAFETY DISCLOSURES

        None.

ITEM 5. – OTHER INFORMATION

        None.

70

---

ITEM 6. – EXHIBITS  

Exhibit Number						Description
3.1						Restated Articles of Incorporation of Synovus, incorporated by reference to Exhibit 3.1 of Synovus’ Current Report on Form 8-K dated April 22, 2020, as filed with the SEC on April 24, 2020.
3.2						Restated Bylaws of Synovus, incorporated by reference to Exhibit 3.2 of Synovus' Current Report on Form 8-K dated April 22, 2020, as filed with the SEC on April 24, 2020.
31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32						Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101						Interactive Data File
104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

71

---

SIGNATURES

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

 

SYNOVUS FINANCIAL CORP.

August 6, 2020

By:

/s/ Andrew J. Gregory, Jr.

Date

Andrew J. Gregory, Jr.

Executive Vice President and Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

72